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Exhibit 10.1
KFORCE.COM
EXECUTIVE INVESTMENT PLAN
I. PURPOSE AND EFFECTIVE DATE
1.1. Purpose. The kforce.com Executive Investment Plan has been
established by Romac International, Inc. (predecessor to
kforce.com) to attract and retain key management employees by
providing a tax-deferred capital accumulation vehicle,
thereby encouraging savings for retirement.
1.2. Effective Date. The Plan shall be effective February 1, 2000
and shall remain in effect until terminated in accordance
with Article 10.
1.3. Prior Plan. The Plan is intended to replace the 401(k) Mirror
Plan. As of the Effective Date, every account balance under
the 401(k) Mirror Plan, determined as of January 31, 2000,
shall be transferred to this Plan, and the 401(k) Mirror Plan
shall no longer separately exist.
II. DEFINITIONS
When used in the Plan and initially capitalized, the following words
and phrases shall have the meanings indicated:
2.1. "Account" means the recordkeeping account established for
each Participant in the Plan for purposes of accounting for
the amount of Base Salary and Bonus deferred under Article 4,
transfers of restricted stock and exercised stock options, if
any, under Article 4, and Discretionary Credits, if any, to
be credited under Article 5, adjusted periodically to reflect
assumed investment return on such deferrals and credits in
accordance with Article 6.
2.2. "Administrator" means the Plan Administration Committee or
such other individual or committee appointed by the Board to
administer the Plan in accordance with Article 9.
2.3. "Affiliate" means (i) any corporation, partnership, joint
venture, trust, association or other business enterprise
which is a member of the same controlled group of
corporations, trades or businesses as the Company within the
meaning of Code Section 414, and (ii) any other entity that
is designated as an Affiliate by the Board.
2.4. "Base Salary" means a Participant's base salary or draw as
shown in the personnel records of the Company, and
commissions payable to a Participant who is a commissioned
sales employee.
2.5. "Beneficiary" means the person or entity designated by the
Participant to receive the Participant's Plan benefits in the
event of the Participant's death. If the Participant does not
designate a Beneficiary, or if the Participant's designated
Beneficiary predeceases the Participant, the Participant's
estate shall be the Beneficiary under the Plan.
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2.6. "Board" means the Board of Directors of the Company.
2.7. "Bonus" means the annual bonus payable to a Participant as
incentive compensation as determined by the Company, and any
other bonus which the Administrator, in its sole discretion,
determines is eligible for deferral under the Plan.
2.8. "Change in Control" means the happening of any of the
following events:
(a) any person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, becomes the beneficial owner of
forty percent or more of the total number of shares
entitled to vote in the election of directors of the
Board,
(b) the Company is merged into any other company or
substantially all of its assets are acquired by any
other company, or
(c) three or more directors nominated by the Board to
serve as a director, each having agreed to serve in
such capacity, fail to be elected in a contested
election of directors.
2.9. "Code" means the Internal Revenue Code of 1986, as amended.
2.10. "Company" means Romac International, Inc. (predecessor to
kforce.com) and any successor thereto.
2.11. "Company Stock Long Term Holding Account" means the assumed
investment alternative under which all Discretionary Credits
and transfers, if any, of restricted stock or exercised stock
options shall be deemed invested. Any amounts deemed invested
in the Company Stock Long Term Holding Account shall be
valued in the same manner as amounts deemed invested in
Company common stock, and cannot be diversified into other
investment options. Amounts deemed invested in the Company
Stock Long Term Holding Account shall be distributed solely
in shares of Company common stock.
2.12. "Deferral Election" means the election made by an Eligible
Employee to defer Base Salary and/or Bonus in accordance with
Article 4.
2.13. "Disability" shall have the same meaning as permanent
disability under the Company long-term disability plan. For
purposes of this Plan, a Participant who is eligible for
disability benefits under the Company long-term disability
plan shall be treated as having terminated employment with
the Company.
2.14. "Discretionary Credit" means an amount credited to a
Participant's Account, as determined by the Company in its
sole discretion.
2.15. "Election Period" means the period specified by the
Administrator during which a Deferral Election may be made
with respect to Base Salary or Bonus payable for a Plan Year.
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2.16. "Eligible Employee" means, with respect to any Plan Year,
unless determined otherwise by the Board, the following
classes of employees:
(a) Core employees of the Company whose projected Base
Salary for the Plan Year is at least $85,000;
(b) Billable hourly employees of the Company whose
projected annual compensation (including Base Salary
and Bonus) for the immediately preceding Plan Year
is at least $85,000;
(c) Commissioned sales employees of the Company whose
projected annual compensation (including Base Salary
and Bonus) for the immediately preceding Plan Year
is at least $85,000.
2.17. "401(k) Mirror Plan" means the Romac International, Inc.
Deferred Compensation Plan.
2.18. "Normal Retirement Age" means for any Plan Participant, the
later of the day following third anniversary of the date of
the Participant's initial Plan Participation, or the date on
which the Participant attains age 55. Any Participant who has
attained Normal Retirement Age and continues to meet the
eligibility requirements under the Plan may continue to defer
Base Salary and Bonus under this Plan.
2.19. "Participant" means an Eligible Employee who has elected to
defer Base Salary and/or Bonus under the Plan or who has been
credited with a Discretionary Credit.
2.20. "Plan" means the kforce.com Executive Investment Plan, as
amended from time to time.
2.21. "Plan Year" means the calendar year; provided, however, that
the first Plan Year shall commence on February 1, 2000 and
end on December 31, 2000.
2.22. "Retirement" means termination of employment with the Company
or its Affiliates on or after the Participant's Normal
Retirement Age.
2.23. "Valuation Date" means a date on which a Participant's
Account is valued, which shall be the last business day of
each calendar month, and such other dates as may be specified
by the Administrator.
III. PARTICIPATION
3.1. Eligible Employees. An Eligible Employee shall become a
Participant in the Plan by filing a Deferral Election with
the Administrator in accordance with Article 4. An Eligible
Employee who is not otherwise a Participant in the Plan shall
become a Participant in the Plan on the date he or she is
credited with a Discretionary Credit.
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3.2. 401(k) Mirror Plan Participants. Any individual with an
account balance under the 401(k) Mirror Plan as of January
31, 2000 shall become a Participant in this Plan
automatically effective February 1, 2000. Such Participant's
account balance under the 401(k) Mirror Plan, determined as
of January 31, 2000, shall be transferred to the Plan as of
February 1, 2000. Accounts transferred under this Section 3.2
shall vest in accordance with the terms of this Plan;
provided that each Participant's vested percentage in his or
her 401(k) Mirror Plan account transferred to this Plan shall
never be less than his or her vested percentage in such
account under the terms of the 401(k) Mirror Plan. An
individual who becomes a Participant under this Section 3.2
must submit an assumed investment allocation election under
Section 6.2 regardless of whether he or she elects to defer
any compensation under the Plan.
3.3. ERISA Application. If the Administrator determines that
participation by one or more Participants shall cause the
Plan to be subject to Part 2, 3 or 4 of Title I of the
Employee Retirement Income Security Act of 1974, as amended,
the entire interest of such Participant or Participants under
the Plan shall be paid immediately to such Participant or
Participants or shall otherwise be segregated from the Plan
in the discretion of the Administrator, and such Participant
or Participants shall cease to have any interest under the
Plan.
IV. DEFERRAL OF COMPENSATION, TRANSFERS OF STOCK OPTIONS AND RESTRICTED
STOCK
4.1. Deferral of Base Salary. An Eligible Employee may elect to
defer up to 100% of his or her Base Salary for a Plan Year by
filing a Deferral Election in accordance with Section 4.3. To
the extent provided by the Administrator, commissioned sales
employees may make separate Deferral Elections with respect
to draw and commissions.
4.2. Deferral of Bonus. An Eligible Employee may elect to defer up
to 100% of his or her Bonus for a Plan Year by filing a
Deferral Election in accordance with Section 4.3.
4.3. Deferral Elections. A Participant's Deferral Election shall
be in writing, and shall be filed with the Administrator at
such time and in such manner as the Administrator shall
provide, subject to the following:
(a) A Deferral Election shall be made during the
Election Period established by the Administrator,
which shall end no later than the last day of the
Plan Year preceding the Plan Year in which Base
Salary would otherwise be payable and, in the case
of Bonus, to which such Bonus relates. With respect
solely to the first Plan year of the Plan,
commencing February 1, 2000, the Election Period
shall end no later than January 31, 2000.
(b) Deferral Elections may be expressed as a percentage
of Base Salary or Bonus, within the limits provided
under the Plan.
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(c) The minimum annual deferral under the Plan shall be
$2,500 and any Deferral Election that would provide
a lesser deferral for a Plan Year shall be
disregarded for such Plan Year.
(d) Notwithstanding the foregoing provisions of this
Section 4.3, the Administrator, in its sole
discretion, may provide that a core employee who
becomes an Eligible Employee after the first day of
a Plan Year may make a Deferral Election within 30
days of first becoming an Eligible Employee, which
Deferral Election shall relate to Base Salary and
Bonus earned for periods after the date such
election is made.
Once made, a Deferral Election shall remain in effect for
subsequent Plan Years unless changed or revoked by the
Participant in accordance with rules established by the
Administrator. Any such modification or revocation shall be
effective for the Plan Year following the Plan Year in which
it is made; provided that such revocation shall become
effective as soon as practicable in the event it is made
because of the Participant's Disability or if the
Administrator, in its sole discretion, determines that the
Participant has suffered a severe financial hardship or a
bona fide administrative mistake was made. If a Deferral
Election is revoked in accordance with the preceding
sentence, the Participant may not make a new Deferral
Election until the election period established by the
Administrator for making deferrals for the next Plan Year.
4.4. Crediting of Deferral Elections. The amount of Base Salary
and Bonus that a Participant elects to defer under the Plan
shall be credited by the Company to the Participant's Account
as of the first day of the month in which the Base Salary or
Bonus would have been payable absent the Deferral Election.
4.5. Transfers of Restricted Stock and Exercised Stock Options.
The Administrator, in its sole discretion, may permit a
Participant to transfer to the Plan certain restricted stock
and exercised stock options, provided the plans under which
the restricted stock or stock options were granted anticipate
and provide for the deferral of receipt of unrestricted stock
under such plans through such a transfer. Prior to any
transfer, the Participant must provide evidence satisfactory
to the Administrator that all criteria under the applicable
restricted stock plan or stock option plan for the deferral
of receipt of unrestricted stock that would otherwise occur
under such plan have been satisfied. Upon any transfer under
this Section 4.5, the Participant's interest in the
transferred restricted stock or exercised stock option shall
be represented solely by units of Company common stock and
shall be held in the Company Stock Long Term Holding Account.
Distribution of the units of Company common stock
representing any transfer under this Section 4.5 shall occur
in accordance with Article 7.
V. EMPLOYER CREDITS
5.1. Discretionary Credits. The Administrator may award a
Participant a Discretionary Credit in an amount determined by
the Administrator in its sole discretion. Discretionary
Credits shall be awarded in units of Company common stock.
Any such Discretionary Credit shall be credited to the
Participant's
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Account at the time determined by the Administrator and shall
be subject to such terms and conditions as the Administrator
may establish.
5.2. Vesting and Forfeitures. A Participant's Discretionary
Credits for any Plan Year shall become fully vested and
nonforfeitable on the date following the date the Participant
completes three years of continuous employment, commencing on
the date such discretionary Credits are awarded to the
Participant. Subject to Section 5.3, any portion of a
Participant's Account that is not vested upon the
Participant's termination of employment with the Company and
its Affiliates shall be permanently forfeited. Forfeited
amounts shall be reallocated to all remaining Plan
Participants as of the Valuation Date coincident with or next
following the date of the forfeiture in the same ratio that
each Participant's Account balance, as of such Valuation
Date, bears to the total value of all Account balances under
the Plan, as of such Valuation Date.
5.3. Acceleration of Vesting. Notwithstanding the provisions of
Section 5.2, a Participant's Discretionary Credits, if any,
shall become fully vested upon the following events:
(a) the Participant's Retirement;
(b) the Participant's Disability;
(c) the Participant's death;
(d) a Change in Control; or
(e) termination of the Plan under Article 10.
VI. PLAN ACCOUNTS
6.1. Valuation of Accounts. The Administrator shall establish an
Account for each Participant who has filed a Deferral
Election to defer Base Salary and/or Bonus or who has been
awarded a Discretionary Credit. As of each Valuation Date,
the Participant's Account shall be adjusted upward or
downward to reflect the following:
(a) each Participant's deferrals and Discretionary
Credits as set forth in Sections 4.4 and 5.2,
respectively, made during the valuation period to
which such Valuation Date applies, to be credited as
of the beginning of the first day of the valuation
period;
(b) the investment return to be credited or debited, as
applicable, as of such Valuation Date pursuant to
Section 6.2;
(c) the amount of distributions under Article 7 or
Article 8, if any, paid during the valuation period
to which such Valuation Date applies, to be credited
as of the beginning of the first day of the
valuation period;
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(d) the amount of forfeitures under Sections 5.2 or 7.4,
if any, occurring during the valuation period to
which such Valuation Date applies, to be credited as
of the beginning of the first day of the valuation
period.
6.2. Crediting of Investment Return. As of each Valuation Date, a
Participant's Account balance shall be adjusted upward or
downward for increases and decreases in the fair market value
of the investments in which it is deemed invested, in
accordance with Section 6.3, during the period since the
immediately preceding Valuation Date. Such adjustment shall
reflect the Participant's pro rata share of fund investment
fees and maintenance fees, if any, for any funding vehicle
under any trust described in Section 11.3. The value of
deemed investments in Company common stock shall be
determined based on the closing NASDAQ price for a share of
Company common stock on each Valuation Date. A Participant's
deemed investment in Company common stock shall be adjusted
to reflect stock splits, combinations or subdivisions of
shares, recapitalization or other stock-related events that
affect the number of shares of Company common stock. Any such
stock-related event shall be reflected in the Participant's
Account as of the beginning of the first day of the month in
which it occurs. In addition, dividends paid on Company
common stock, if any, shall be deemed paid on amounts held
under the Company common stock assumed investment alternative
as of the beginning of the first day of the month in which
such dividends are paid. Such deemed dividends shall be
treated as if they were invested in additional Company common
stock.
6.3. Assumed Investment Alternatives. The Administrator shall
designate the assumed investment alternatives that will be
available from time to time under the Plan for purposes of
measuring a Participant's investment return under Section
6.2. Such assumed investment alternatives shall include an
assumed investment in Company common stock. Subject to such
rules and limitations as the Administrator may determine,
each Participant shall designate in his or her initial
Deferral Election one or more assumed investments established
by the Administrator under this Section 6.3 in which the
amounts credited to his or her Account shall be deemed
invested. On or before the first day of each month, a
Participant may make a new election with respect to the
assumed investments in which his Account shall be deemed
invested in the future. Any such election shall be made in
the form and at the time specified by the Administrator; and
shall become effective as of the first day of the month
following the month in which it is received. Notwithstanding
any of the foregoing, Discretionary Credits and transfers, if
any, of restricted stock or exercised stock options always
shall be deemed to be invested in the Company Stock Long Term
Holding Account. In the event a Participant fails to make a
designation among the assumed investment alternatives, the
entire value of his or her Account, other than Discretionary
Credits and transfers, if any, of restricted stock or
exercised stock options, shall be deemed to be invested in
the money market fund assumed investment alternative.
6.4. Investment Alternatives After Death. For periods after the
Valuation Date coincident with or following a Participant's
death, the Participant's Account balance, other than amounts
deemed invested in the Company Stock Long Term Holding
Account, shall be treated as if it were invested in a fixed
interest rate
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account at prevailing short-term interest rates, as
determined by the Administrator. Beneficiaries shall not be
permitted to make elections with respect to assumed
investment alternatives under the Plan.
6.5. Quarterly Statement of Account. As soon as practicable after
the close of each calendar quarter, the Administrator shall
prepare and deliver to each Participant a statement of such
Participant's Account balance as of the Valuation Date
occurring on the last day of such calendar quarter. In the
event of a Participant's Retirement, Disability, death or
termination of employment, a statement of account shall be
prepared for such Participant as of the Valuation Date
coincident with or next following such event.
VII. PAYMENT OF BENEFITS
7.1. In-Service Distribution at a Specific Future Date. A
Participant may elect to receive scheduled in-service
distributions from the Plan under one or both of the
following methods:
(a) At the time a Participant initially elects to
participate in the Plan, the Participant may elect
one or more future Valuation Dates on which all or a
portion of his or her vested Account as of such date
shall be paid. Any such future date shall be a
Valuation Date in a specific future year which is at
least two Plan Years after the Plan Year for which
the initial Deferral Election is made; provided,
however, only one distribution per Plan Year may be
elected under this Section 7.1(a); provided, further
that, if the Participant elects a distribution at
one or more specific future dates and has a
termination of employment prior to any such date,
distribution shall commence pursuant to Sections
7.2, 7.3, 8.1 or 8.2, as applicable. A distribution
election under this Section 7.1 may be extended once
to a Valuation Date in a future Plan Year, or
revoked by filing an extension or revocation
election with the Administrator at least 12 months
prior to the first day of the Plan Year in which the
distribution under this Section 7.1(a) is scheduled
to take place.
(b) During the Election Period for any Plan Year, the
Participant may elect a future Valuation Date on
which amounts deferred under the Participant's
Deferral Election for that Plan Year, and any
Discretionary Credits awarded in that Plan Year
which have vested, adjusted for investment
experienced gains or losses, shall be paid. Any such
future date shall be a Valuation Date in a specific
future year which commences one year, two years or
three years following the first day of the Plan Year
for which such Deferral Election applies. If the
Participant elects a distribution at a specific
future date under this Section 7.1(b) and has a
termination of employment prior to such date,
distribution shall commence pursuant to Sections
7.2, 7.3, 8.1 or 8.2, as applicable.
7.2. Distribution Upon Retirement or Disability. If a Participant
terminates employment with the Company and Affiliates by
reason of Retirement or Disability, distribution of the
Participant's Account shall be made or commence
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as soon as administratively practicable after such
termination. Distribution under this Section 7.2 shall be
made (i) in a lump-sum payment or (ii) in annual installments
for 5, 10 or 15 years, as elected by the Participant. A
Participant may change the time and form of his or her
distribution election under this Section 7.2 by filing a new
election with the Administrator; provided, however, that any
election that has not been on file with the Administrator at
least 12 months prior to the first day of the Plan Year in
which the Participant's termination of employment occurs
shall be void and disregarded. Notwithstanding the foregoing,
a Participant whose termination of employment occurs by
reason of Disability may request that the Administrator
distribute the Participant's Account in a lump-sum payment
following such termination of employment, in which case the
Administrator, in its sole discretion, shall determine
whether to make payment in a lump sum. If the Participant
does not have a valid election on file with the Administrator
at the time of Retirement or Disability, the Participant's
Account shall be paid in a lump sum.
7.3. Distribution On Other Termination of Employment. If a
Participant's employment with the Company or Affiliates
terminates for any reason other than Retirement, Disability
or death, distribution of the Participant's vested Account
shall be made or commence as soon as administratively
practicable after such termination. Distribution of the
Participant's vested Account under this Section 7.3 shall be
made (i) in a lump-sum payment or (ii) in annual installments
of up to 5 years, as elected by the Participant. A
Participant may change the time and form of his or her
distribution election under this Section 7.3 by filing a new
election with the Administrator; provided, however, that any
election that has not been on file with the Administrator at
least 12 months prior to the first day of the Plan Year in
which the Participant's termination of employment occurs
shall be void and disregarded. If the Participant does not
have a valid election on file with the Administrator at the
time of termination of employment, the Participant's vested
Account shall be paid in a lump sum.
7.4. Unscheduled Withdrawal. Prior to the date otherwise scheduled
for payment under the Plan, a Participant may request a
withdrawal of all or a portion of his or her vested Account,
by filing with the Administrator at any time an election
specifying the amount of the vested Account to be withdrawn.
Payment of such amount, adjusted by the amount forfeited in
subsection (a) below, shall be made as of the first Valuation
Date administratively practicable after such request is
received, and shall be subject to the following:
(a) An amount equal to 10% of the withdrawal requested
shall be debited to the Participant's vested Account
and permanently forfeited.
(b) Any request submitted under this Section 7.4 after
the Participant has terminated employment must be
for his or her entire Account balance, which shall
be paid in a lump sum.
(c) Any Deferral Election in effect at the time of such
withdrawal shall be void after such withdrawal.
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(d) The Participant shall not be eligible to file a new
Deferral Election until the Election Period for the
Plan Year commencing at least one year after such
withdrawal.
7.5. Unforeseeable Emergency. Prior to the date otherwise
scheduled for payment under the Plan, upon showing an
unforeseeable emergency, a Participant, or Beneficiary in the
event of the Participant's death, may request that the
Administrator accelerate payment of all or a portion of his
or her vested Account in an amount not exceeding the amount
necessary to meet the unforeseeable emergency. For purposes
of the Plan, an unforeseeable emergency means an
unanticipated emergency that is caused by an event beyond the
control of the Participant and that would result in severe
financial hardship to the Participant if early withdrawal
were not permitted. The Administrator, in its sole
discretion, shall make the determination of an unforeseeable
emergency, based on such information as the Administrator
shall deem to be necessary. Any accelerated payment made
under this Section 7.5 shall not be subject to the withdrawal
provisions of Section 7.4.
7.6. Time and Form of Elections. All distribution and withdrawal
elections under this Article 7 shall be made at the time and
in the form established by the Administrator and shall be
subject to such other rules and limitations that the
Administrator, in its sole discretion, may establish. 7.7.
Form of Payment. All distributions and withdrawals, other
than those made from the Company Stock Long Term Holding
Account, shall be made in cash. Distributions from the
Company Stock Long Term Holding Account shall be made in
shares of Company common stock.
VIII. DEATH BENEFITS
8.1. Death Prior to Termination of Employment. Subject to Section
8.3, if a Participant dies prior to his or her termination of
employment, the Participant's Beneficiary shall receive a
survivor benefit in an amount equal to the sum of:
(a) the Participant's Account balance as of the
Valuation Date coincident with or next preceding the
Participant's date of death, plus
(b) the Participant's total Base Salary and Bonus
deferrals under the Plan, multiplied by two.
Such survivor benefit shall be paid in a single lump sum as
soon as practicable following the Participant's death.
8.2. Death After Termination of Employment. Subject to Section
8.3, if a Participant terminates employment for any reason,
and dies prior to the time his or her Account balance has
been fully distributed, the Participant's Beneficiary shall
receive the remaining portion of the Participant's Account at
the regularly-scheduled date of payment for any remaining
payments of the Participant's Account.
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8.3. Other Conditions. Notwithstanding the foregoing provisions of
this Article 8, if the Participant's death occurs within two
years of initial Plan participation, and such death occurs by
reason of suicide (as reported on the Participant's death
certificate or determined by the Administrator in good
faith), the Participant's Beneficiary shall receive solely
the Participant's Account balance as of the Valuation Date
coincident with or next following the date of his or her
death in full satisfaction of the Company's obligations under
the Plan.
8.4. Administrator Discretion Regarding Form. Notwithstanding the
foregoing provisions of this Article 8, a Beneficiary may
request that the Administrator approve an alternate form of
payment of survivor benefits under this Article 8, which
request may be granted in the sole discretion of the
Administrator.
IX. ADMINISTRATION
9.1. Authority of Administrator. The Administrator shall have full
power and authority to carry out the terms of the Plan. The
Administrator's interpretation, construction and
administration of the Plan, including any adjustment of the
amount or recipient of the payments to be made, shall be
binding and conclusive on all persons for all purposes.
Neither the Company, including its officers, employees or
directors, nor the Administrator or the Board or any member
thereof, shall be liable to any person for any action taken
or omitted in connection with the interpretation,
construction and administration of the Plan.
9.2. Participant's Duty to Furnish Information. Each Participant
shall furnish to the Administrator such information as it may
from time to time request for the purpose of the proper
administration of this Plan. In the event a Participant fails
to provide such information, all obligation of the
Administrator, the Company and any of its Affiliates to such
Participant shall be deemed satisfied, until such information
is provided.
9.3. Claims Procedure. If a Participant or Beneficiary
("Claimant") is denied all or a portion of an expected
benefit under this Plan for any reason, he or she may file a
claim with the Administrator. The Administrator shall notify
the Claimant within 90 days of allowance or denial of the
claim, unless the Claimant receives written notice from the
Administrator prior to the end of the 90-day period stating
that special circumstances require an extension (of up to 90
additional days) of the time for decision. The notice of the
decision shall be in writing, sent by mail to Claimant's last
known address, and if a denial of the claim, shall contain
the following information: (a) the specific reasons for the
denial; (b) specific reference to pertinent provisions of the
Plan on which the denial is based; and (c) if applicable, a
description of any additional information or material
necessary to perfect the claim, an explanation of why such
information or material is necessary, and an explanation of
the claims review procedure. A Claimant is entitled to
request a review of any denial of his or her claim by the
Board. The request for review must be submitted within 60
days of mailing of notice of the denial. Absent a request for
review within the 60-day period, the claim shall be deemed to
be conclusively denied. The Claimant or his or her
representatives shall be entitled to review all pertinent
documents, and to submit issues and
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comments orally and in writing. The Board shall render a
review decision in writing within 60 days after receipt of a
request for a review; provided that, in special circumstances
the Board may extend the time for decision by not more than
60 days upon written notice to the Claimant. The Claimant
shall receive written notice of the Board's review decision,
together with specific reasons for the decision and reference
to the pertinent provisions of the Plan.
X. AMENDMENT AND TERMINATION
The Board may amend or terminate the Plan at any time; provided,
however, that no such amendment or termination shall have a material
adverse effect on any Participant's rights under the Plan accrued as
of the date of such amendment or termination. Upon termination of the
Plan, the Board shall cause a lump-sum payment of all benefits for all
Participants at substantially the same time.
XI. MISCELLANEOUS
11.1. No Implied Rights; Rights on Termination of Service. Neither
the establishment of the Plan nor any amendment thereof shall
be construed as giving any Participant, Beneficiary or any
other person any legal or equitable right unless such right
shall be specifically provided for in the Plan or conferred
by specific action of the Board or the Administrator in
accordance with the terms and provisions of the Plan. Except
as expressly provided in this Plan, neither the Company nor
any of its Affiliates shall be required or be liable to make
any payment under the Plan.
11.2. No Employment Rights. Nothing herein shall constitute a
contract of employment or of continuing service or in any
manner obligate the Company or any Affiliate to continue the
services of any Participant, or obligate any Participant to
continue in the service of the Company or Affiliates, or as a
limitation of the right of the Company or Affiliates to
discharge any of their employees, with or without cause.
11.3. Unfunded Plan. No funds shall be segregated or earmarked for
any current or former Participant, Beneficiary or other
person under the Plan. However, the Company may establish one
or more trusts to assist in meeting its obligations under the
Plan, the assets of which shall be subject to the claims of
the Company's general creditors. No current or former
Participant, Beneficiary or other person, individually or as
a member of a group, shall have any right, title or interest
in any account, fund, grantor trust, or any asset that may be
acquired by the Company in respect of its obligations under
the Plan (other than as a general creditor of the Company
with an unsecured claim against its general assets). The
Company may also choose to use life insurance to assist it in
meeting its obligations under the Plan. As a condition of
participation in the Plan, each Participant agrees to execute
any documents that may be required in connection with
obtaining such insurance and to cooperate with any life
insurance underwriting requirements; provided, however, that
a Participant shall not be required to undergo a medical
examination in connection therewith.
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11.4. Nontransferability. Prior to payment thereof, no benefit
under the Plan shall be assignable or subject to any manner
of alienation, sale, transfer, claims of creditors, pledge,
attachment or encumbrances of any kind, except pursuant to a
domestic relations order awarding benefits to an "alternate
payee" (within the meaning of Code Section 414(p)(8)) that
the Administrator determines satisfies the criteria set forth
in paragraphs (1), (2) and (3) of Code Section 414(p) (a
"DRO"). Notwithstanding any provision of the Plan to the
contrary, the Plan benefits awarded to an alternate payee
under a DRO shall be paid in a single lump sum to the
alternate payee as soon as administratively practicable
following the date the Administrator determines the order is
a DRO.
11.5. Withholding. To the extent required by applicable law, the
Company shall withhold any taxes required to be withheld on
any deferrals under the Plan by any Federal, state or local
government. To the extent possible, such withholding shall be
taken from the Participant's compensation remaining after any
deferral under this Plan for any pay period. In the event the
Participant's remaining compensation is insufficient to
satisfy the withholding requirements, the Administrator
reserves the right to reduce the Participant's Deferral
Election, as necessary, to satisfy the withholding
requirements. Alternatively, the Administrator, in its sole
discretion, may accept payment from the Participant in an
amount satisfying the withholding requirement.
11.6. Successors and Assigns. The rights, privileges, benefits and
obligations under the Plan are intended to be, and shall be
treated as legal obligations of and binding upon the Company,
its successors and assigns, including successors by merger,
consolidation, reorganization or otherwise.
11.7. Applicable Law. This Plan is established under and will be
construed according to the laws of the State of Florida, to
the extent not preempted by the laws of the United States.
* * *
IN WITNESS WHEREOF, the undersigned has caused this Plan to be
executed this 4th day of January, 2000.
ROMAC INTERNATIONAL, INC.
By
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