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EXHIBIT 99.1
JOHN H. HARLAND COMPANY
DEFERRED COMPENSATION PLAN
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TABLE OF CONTENTS
PAGE
ARTICLE I ................................................................................ 1
DEFINITIONS .............................................................................. 1
Section 1.1. Account ........................................................... 1
Section 1.2. Beneficiary ....................................................... 1
Section 1.3. Code .............................................................. 1
Section 1.4. Committee ......................................................... 1
Section 1.5. Compensation ...................................................... 1
Section 1.6. Disability ........................................................ 1
Section 1.7. Employer .......................................................... 1
Section 1.8. ERISA ............................................................. 1
Section 1.9. Eligible Employee ................................................. 1
Section 1.10. Harland ........................................................... 2
Section 1.11. 401(k) Plan ....................................................... 2
Section 1.12. Maximum Deferral Amount ........................................... 2
Section 1.13. Matching Contribution ............................................. 2
Section 1.14. Plan .............................................................. 2
Section 1.15. Plan Year ......................................................... 2
Section 1.16. Qualified Plan Limit .............................................. 2
ARTICLE II ............................................................................... 2
PARTICIPATION ............................................................................ 2
Section 2.1. January 1, 2001 ................................................... 2
Section 2.2. Other ............................................................. 2
ARTICLE III .............................................................................. 2
DEFERRAL ELECTIONS ....................................................................... 2
Section 3.1. Start-Up Deferral Elections ....................................... 2
(a) January 1, 2001 Elections ......................................... 2
(b) Other Start-Up Elections .......................................... 3
Section 3.2. Annual Deferral Elections ......................................... 3
Section 3.3. Elections ......................................................... 3
ARTICLE IV ............................................................................... 3
MATCHING CONTRIBUTION .................................................................... 3
ARTICLE V ................................................................................ 3
ACCOUNT ADJUSTMENTS ...................................................................... 3
Section 5.1. General ........................................................... 3
Section 5.2. Deferrals ......................................................... 3
Section 5.3. Matching Contribution ............................................. 4
Section 5.4. Phantom Investments ............................................... 4
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Section 5.5. Phantom Investment Election ....................................... 4
Section 5.6. Phantom Investment Adjustments .................................... 4
ARTICLE VI ............................................................................... 5
VESTING .................................................................................. 5
Section 6.1. Deferrals ......................................................... 5
Section 6.2. Matching .......................................................... 5
ARTICLE VII .............................................................................. 5
DISTRIBUTIONS ............................................................................ 5
Section 7.1. General ........................................................... 5
Section 7.2. Distribution Forms ................................................ 5
Section 7.3. Elections ......................................................... 5
Section 7.4. Beneficiary ....................................................... 6
(a) Designation ....................................................... 6
(b) Distribution Form ................................................. 6
Section 7.5. Hardship Withdrawals .............................................. 6
ARTICLE VIII ............................................................................. 7
NO FUNDING OBLIGATION .................................................................... 7
ARTICLE IX ............................................................................... 7
MISCELLANEOUS ............................................................................ 7
Section 9.1. Making and Revoking Elections and Designations .................... 7
Section 9.2. Statements ........................................................ 7
Section 9.3. Claims Procedure .................................................. 7
Section 9.4. No Liability ...................................................... 7
Section 9.5. Nonalienation of Benefits ......................................... 7
Section 9.6. Plan Administration ............................................... 8
Section 9.7. Construction ...................................................... 8
Section 9.8. No Contract of Employment ......................................... 8
Section 9.9. ERISA ............................................................. 8
Section 9.10. Amendment and Termination ......................................... 8
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JOHN H. HARLAND COMPANY
DEFERRED COMPENSATION PLAN
The primary purpose of this Plan is to allow an Eligible Employee to
elect to defer the payment of a portion of his or her Compensation that is
otherwise payable to him or her, to provide a discretionary matching benefit
based on the amount deferred and to pay the amounts deferred and the vested
matching benefit, as adjusted for phantom investment performance results, upon
the occurrence of a distribution event.
ARTICLE I
DEFINITIONS
Section 1.1. Account -- means the bookkeeping account maintained
by or at the direction of the Committee to show as of any date the benefit of
each Eligible Employee.
Section 1.2. Beneficiary -- means the person or persons designated
as such in accordance with Section 7.4.
Section 1.3. Code -- means the Internal Revenue Code of 1986, as
amended.
Section 1.4. Committee -- means the Benefits Committee appointed
by the President and Chief Executive Officer of Harland.
Section 1.5. Compensation -- means "Compensation" as defined in
the 401(k) Plan for purposes of determining the amount of pre-tax contributions,
after-tax contributions and matching contributions without regard to any
limitations on compensation imposed under Section 401(a)(17) of the Code plus
any deferrals made under this Plan.
Section 1.6. Disability -- means "disability" as defined in the
401(k) Plan.
Section 1.7. Employer -- means an Employer for purposes of the
401(k) Plan.
Section 1.8. ERISA -- means the Employee Retirement Income
Security Act of 1974, as amended.
Section 1.9. Eligible Employee -- means, for any Plan Year (the
"current Plan Year"), an employee of an Employer who (a) had annual gross base
salary, incentive compensation and commissions for the preceding Plan Year, or
is projected by the Committee to have annual aggregate gross base salary,
incentive compensation and commissions for the current Plan Year, in excess of
the Qualified Plan Limit for the calendar year preceding the current Plan Year,
(b) is
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eligible to participate in the 401(k) Plan for the current Plan Year and
(c) is designated by the Committee as eligible to participate in this Plan for
the current Plan Year.
Section 1.10. Harland -- means John H. Harland Company and any
successor to John H. Harland Company.
Section 1.11. 401(k) Plan -- means the John H. Harland Company
Master ss. 401(k) Plan and Trust effective as of April 1, 1996, as amended and
as in effect from time to time.
Section 1.12. Maximum Deferral Amount -- means for each Plan Year,
the maximum percentage of an Eligible Employee's aggregate Compensation for such
Plan Year (or for a start-up election described in Section 3.1(b), of the
aggregate Compensation that is otherwise payable after the date the Eligible
Employee first becomes eligible to participate in the Plan) that can be deferred
under the Plan as determined by the Committee prior to the beginning of such
Plan Year.
Section 1.13. Matching Contribution -- means the amount credited to
an Eligible Employee's Account in according with Article IV.
Section 1.14. Plan -- means the John H. Harland Company Deferred
Compensation Plan.
Section 1.15. Plan Year -- means the calendar year.
Section 1.16. Qualified Plan Limit -- means for any Plan Year the
maximum dollar amount under Section 401(a)(17) of the Code applicable to such
Plan Year.
ARTICLE II
PARTICIPATION
Section 2.1. January 1, 2001. Each person who qualifies as an
Eligible Employee on January 1, 2001 shall be eligible to participate in this
Plan on January 1, 2001.
Section 2.2. Other. Each person who qualifies as an Eligible
Employee after January 1, 2001 shall be eligible to participate in this Plan
sixty (60) days after the date he or she first qualifies as an Eligible
Employee.
ARTICLE III
DEFERRAL ELECTIONS
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Section 3.1. Start-Up Deferral Elections.
(a) January 1, 2001 Elections. An Eligible Employee who
will be eligible to participate in this Plan on January 1, 2001 shall have the
right prior to January 1, 2001 to elect to defer up to the Maximum Deferral
Amount. Any such election that is not revoked prior to January 1, 2001 shall be
irrevocable through December 31, 2001.
(b) Other Start-Up Elections. When an Eligible Employee
first becomes eligible to participate in the Plan in accordance with Section
2.2, he or she shall have the right prior to the end of the sixty (60) day
period starting on the date he or she becomes an Eligible Employee to elect to
defer up to the Maximum Deferral Amount, and any such election shall be
irrevocable for the remainder of the calendar year in which it is made. An
Eligible Employee who has taken a hardship withdrawal pursuant to Section 8.5
shall have the right prior to the end of his or her suspension period following
such withdrawal to elect to defer up to the Maximum Deferral Amount, and any
such election shall be irrevocable for the remainder of the calendar year in
which it is made.
Section 3.2. Annual Deferral Elections. An Eligible Employee shall
have the right before the beginning of any Plan Year to elect during the
enrollment period established by the Committee to defer up to the Maximum
Deferral Amount. Any such election which is not revoked before January 1 of such
Plan Year shall become irrevocable on January 1 of such Plan Year and shall
remain irrevocable through December 31 of such Plan Year. The Committee may
establish rules that permit an election to remain in effect for subsequent Plan
Years; however, in the absence of any such rules, the election shall expire on
December 31 of the Plan Year in which it first became effective.
Section 3.3. Elections. Any deferral election shall be made in one
percent (1%) increments of Compensation in the form and manner provided by the
Committee for this purpose and in accordance with such other rules and
procedures as may be established from time to time by the Committee.
ARTICLE IV
MATCHING CONTRIBUTION
Harland shall credit each Eligible Employee's account with a Matching
Contribution amount equal to 50% of that portion of his or her deferrals for
such Plan Year on Compensation in excess of the Qualified Plan Limit applicable
to such Plan Year that do not exceed 6% of his or her Compensation in excess of
the Qualified Plan Limit.
ARTICLE V
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ACCOUNT ADJUSTMENTS
Section 5.1. General. An Eligible Employee's benefit under this
Plan shall be based entirely on the dollar value credited to his or her Account
at any time, which will depend on the amount deferred under Article III, the
Matching Contribution credited under Article IV, and the phantom investment
adjustments made in accordance with this Article V.
Section 5.2. Deferrals. The Compensation deferred by an Eligible
Employee shall be credited to his or to her Account as soon as practicable after
the date that such Compensation otherwise would have been payable to the
Eligible Employee if no election had been made under Article III.
Section 5.3. Matching Contribution. The Matching Contribution
shall be credited to an Eligible Employee's Account at such time as may be
determined by the Committee in its absolute discretion
Section 5.4. Phantom Investments. The Committee from time to time
shall select one or more investment funds that will serve as hypothetical
investment options for the deferrals and Matching Contribution credited to an
Account ("phantom investment funds"). The Committee may establish limits on the
portion of an Account that may be hypothetically invested in any phantom
investment fund or in any combination of phantom investment funds.
Section 5.5. Phantom Investment Election. Each Eligible Employee
shall elect pursuant to procedures established by the Committee to treat the
deferrals credited to his or her Account as if they were invested in one or more
phantom investment funds (a "phantom investment election"). An Eligible Employee
may change his or her phantom investment election in accordance with the
Committee's procedures. Any phantom investment election shall be effective only
if made in accordance with the Committee's procedures.
Section 5.6. Phantom Investment Adjustments. The Committee shall
cause the Eligible Employee's Account to be adjusted for any earnings and losses
as if it were invested in accordance with the Eligible Employee's phantom
investment election. Such adjustments shall be made until his or her Account is
distributed in full under Article VI.
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ARTICLE VI
VESTING
Section 6.1. Deferrals. Amounts credited to an Eligible Employee's
Account that are attributable to deferrals and phantom investment performance
credited to such deferrals shall be fully vested at all times.
Section 6.2. Matching. Amounts credited to an Eligible Employee's
Account that are attributable to Matching Contributions and phantom investment
performance credited to such contributions shall be vested when and to the
extent such contributions would be vested under the 401(k) Plan.
ARTICLE VII
DISTRIBUTIONS
Section 7.1. General. The vested balance credited to an Eligible
Employee's Account shall (subject to Section 7.5) first become distributable
upon his or her death, Disability or termination of employment with Harland and
all of its affiliates, whichever comes first ("distribution event"). The
distribution shall be made (or shall begin) to the Eligible Employee or in the
event of the Eligible Employee's death, to the Eligible Employee's Beneficiary
in the form elected by the Eligible Employee as soon as practicable after a
distribution event. All distributions under this Plan shall be made in cash.
Section 7.2. Distribution Forms. Distribution shall be made in the
following form as elected by the Eligible Employee:
(a) a lump sum,
(b) 60 monthly installments or
(c) 120 monthly installments.
Notwithstanding the foregoing, monthly installments are only available if the
value of the Eligible Employee's Account when distributions commence is at least
$20,000. The amount of any monthly installment distributable under this Plan
shall be computed by multiplying the Eligible Employee's Account by a fraction,
the numerator of which shall be one and the denominator of which shall be the
number of installments remaining after such installment has been paid plus one.
Section 7.3. Elections. An Eligible Employee shall elect at the
same time he or she makes an election under Article III that his or her Account
be distributed in one of the distribution forms described in Section 7.2
("initial distribution form election"). An Eligible Employee may revise his or
her Initial Distribution Form Election at any time; provided,
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however, that any such revision shall be effective only if it is made at least
one full year before the Eligible Employee's Account first becomes
distributable. If an Eligible Employee fails to make an Initial Distribution
Election, the distribution shall be made in 120 monthly installments or, if the
value of the Eligible Employee's Account when distributions commence is less
than $20,000, the distribution shall be made in a lump sum. If a revised
election is ineffective for any reason, for example, because it was made less
than one year before the distribution event, the Eligible Employee's most recent
distribution form election that has been in effect for at least one year shall
govern the distribution.
Section 7.4. Beneficiary.
(a) Designation. An Eligible Employee shall designate (on
a form provided for this purpose) a person, or more than one person, as his or
her Beneficiary to receive the balance credited to his or her Account in the
event of his or her death. An Eligible Employee may change his or her
Beneficiary designation at any time. If no Beneficiary designation is in effect
on the date an Eligible Employee dies or if no designated Beneficiary survives
the Eligible Employee, the Eligible Employee's estate automatically shall be
treated as his or her Beneficiary under this Plan.
(b) Distribution Form. The Eligible Employee's Account
shall be distributed in accordance with the distribution election in effect for
the Eligible Employee on the date of his or her death.
Section 7.5. Hardship Withdrawals. An Eligible Employee shall have
the right to request that the Committee distribute all, or a part of, his or her
Account to him or to her in a lump sum in the event that he or she experiences
severe financial hardship resulting from a sudden and unexpected illness or
accident of the Eligible Employee or of a dependent (as defined in Section
152(a) of the Code) of the Eligible Employee, loss of the Eligible Employee's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Eligible
Employee (an "unforeseeable emergency"). The Committee shall have the sole
discretion to determine whether to grant an Eligible Employee's withdrawal
request under this Section 7.5, the amount to distribute to the Eligible
Employee, and the date as of which any such distribution shall be made to the
Eligible Employee; provided, however, that no distribution shall be made to
Eligible Employee under this Section 7.5 to the extent that such hardship is or
may be relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Eligible Employee's assets, to the extent
the liquidation of the Eligible Employee's assets would not itself cause severe
financial hardship, or (c) by cessation of deferral elections under this Plan.
The amount of any distributions from an Eligible Employee's Account pursuant to
this Section 7.5 shall be limited to the amount necessary to meet the
unforeseeable emergency. An Eligible Employee who takes a hardship withdrawal
will thereafter be ineligible to make deferrals under the Plan until the first
day of the twelfth calendar month following the calendar month in which the
withdrawal is made.
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ARTICLE VIII
NO FUNDING OBLIGATION
The obligation of Harland to make any distributions under this Plan
shall be unfunded and unsecured; all distributions to, or on behalf of, an
Eligible Employee under this Plan shall be made from the general assets of
Harland, and any claim by an Eligible Employee or Beneficiary against Harland
for any distribution under this Plan shall be treated the same as a claim of any
general and unsecured creditor of Harland or of the Employer by whom the
Eligible Employee was employed. Notwithstanding the foregoing, Harland may, in
its discretion, establish an irrevocable grantor trust for the purpose of
funding all or part of its obligations under this Plan; provided, however, that
the terms of such trust require that the assets thereof remain subject to the
claims of Harland's and each other Employer's judgment creditors and are
non-assignable and non-alienable by any Eligible Employee or Beneficiary prior
to distribution thereof.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Making and Revoking Elections and Designations. Any
election or designation or revised election or designation under this Plan shall
be effective only when the properly completed election or designation form is
received by the Committee or its delegate before the Eligible Employee's death,
subject to the rules set forth in this Plan.
Section 9.2. Statements. Harland or its agent shall provide
periodic statements to the Eligible Employee to show his or her Account balance.
Section 9.3. Claims Procedure. Any claim for a benefit under this
Plan shall be filed and resolved in accordance with the claims procedure
provided under the 401(k) Plan which is hereby incorporated in this Plan by
reference, except that (a) the Committee of this Plan shall be the entity with
whom a claim for review should be filed under this Plan, and (b) the Committee
has absolute discretion to resolve any claims under this Plan.
Section 9.4. No Liability. No Eligible Employee and no Beneficiary
of an Eligible Employee shall have the right to look to, or have any claim
whatsoever against, any officer, director, employee or agent of Harland or any
other Employer in his or her individual capacity for the distribution of any
Account.
Section 9.5. Nonalienation of Benefits. No benefit or payment
under this Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, levy or charge, and any attempt
so to anticipate, alienate, sell, transfer, assign, pledge, encumber, levy upon
or charge the same shall be void. Notwithstanding this statement, if the
Eligible Employee is indebted to Harland at any time when payments are required
to be made under the provisions of this Plan, Harland shall have the right to
reduce the amount of
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payments remaining to be made to the Eligible Employee or his or her Beneficiary
under the Plan to the extent of such indebtedness. An election by Harland not to
reduce such payment shall not constitute a waiver of its claim for such
indebtedness.
Section 9.6. Plan Administration. The Committee shall be the
administrator of this Plan, and the Committee has the exclusive responsibility
and complete discretionary authority to control the operation, management and
administration of this Plan, with all powers necessary to enable it properly to
carry out those responsibilities, including (but not limited to) the power to
construe this Plan, to determine eligibility for benefits, to settle disputed
claims and to resolve all administrative, interpretive, operational, equitable
and other questions that arise under this Plan. The decisions of the Committee
on all matters within the scope of its authority shall be final and binding. To
the extent a discretionary power or responsibility under this Plan is expressly
assigned to a person by the Committee, that person will have complete
discretionary authority to carry out that power or responsibility and that
person's decisions on all matters within the scope of that person's authority
will be final and binding.
Section 9.7. Construction. This Plan shall be construed in
accordance with the laws of the State of Georgia. Headings and subheadings have
been added only for convenience of reference and shall have no substantive
effect whatsoever. All references to the singular shall include the plural and
all references to the plural shall include the singular.
Section 9.8. No Contract of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the Employer and the
Eligible Employee, as a right of any Eligible Employee to be continued in the
employment of the Employer, or as a limitation of the right of the Employer to
discharge the Eligible Employee with or without cause.
Section 9.9. ERISA. Harland intends that this Plan come within the
various exceptions and exemptions to ERISA for a plan maintained for a "select
group of management or highly compensated employees" as described in Sections
201(2), 301(a)(3), and 401(a)(1) of ERISA. Any ambiguities in this Plan shall be
construed to effect the intent as described in this Section 9.9.
Section 9.10. Amendment and Termination. The Governance Committee
of the Board of Directors of Harland shall have the right to amend this Plan
from time to time and to terminate this Plan at any time; provided, however, the
balance credited to each Account immediately after any such amendment or
termination shall be no less than the balance credited to such Account
immediately before such amendment or termination (as adjusted for phantom
investment performance) and no amendment or termination shall adversely affect
an Eligible Employee's right to the distribution of his or her Account or his or
her Beneficiary's right to the distribution of such Account.
IN WITNESS WHEREOF, John H. Harland Company, based upon action by the
Governance Committee of the Board of Directors, has caused this Plan Document to
be executed this 30th day of November, 2000.
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ATTEST: JOHN H. HARLAND COMPANY
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By: By:
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