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EXHIBIT 4.3
STUDIO PLUS HOTELS, INC.
TOP HAT SAVINGS PLAN
PREAMBLE
Studio Plus Hotels, Inc. (the "Employer"), a Virginia corporation,
hereby adopts the Studio Plus Hotels, Inc. Top Hat Savings Plan (the "Plan")
effective as of April 15, 1996. This Plan is an unfunded deferred compensation
arrangement for a select group of management or highly compensated employees
who are rendering services to the Employer.
ARTICLE I - DEFINITIONS
1.1 "Beneficiary" shall mean the person or persons entitled to receive
the distributions, if any, payable under the Plan upon or after a
Participant's death, to such person or persons as such
Participant's Beneficiary. Each Participant may designate a
Beneficiary by filing the proper form with the Committee. A
Participant may designate one or more contingent Beneficiaries to
receive any distributions after the death of a prior Beneficiary.
A designation shall be effective upon said filing, provided that it
is so filed during such Participant's lifetime, and may be changed
from time to time by the Participant.
1.2 "Committee" shall mean the Plan Administration Committee of Studio
Plus Hotels, Inc. which is responsible for the administration of
this Plan in accordance with the provisions of the Plan as set
forth in this document.
1.3 "Compensation" shall mean the total amount of earnings, including
salary and bonus, paid by the Employer to an Executive or which
would otherwise be paid but for a deferral election hereunder or a
salary reduction election under any Section 401(k) or 125 plan.
1.4 "Deferred Compensation Account" shall mean the separate account to
be established by the Employer as a book reserve to reflect the
amounts deferred by a Participant under Paragraph 2.1, and matched
by the Employer pursuant to Paragraph 2.5, as adjusted by earnings
under Article V and as reduced by distributions or transfers under
Articles III, VI and VII.
1.5 "Effective Date" shall mean April 15, 1996.
1.6 "Employer" shall mean Studio Plus Hotels, Inc., any subsidiary of
Studio Plus Hotels, Inc. which has adopted the Plan with the
consent of Studio Plus Hotels, Inc., or any successor or assignee
of any of them.
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1.7 "Executive" shall mean any employee designated by the Employer
Compensation Committee of the Board of Directors of Employer as a
member of the group of management or highly compensated employees
eligible for participation in this Plan.
1.8 "Participant" shall mean any Executive who has a right to a benefit
under the Plan and a person who was such at the time of his death
or termination of service and who retains, or whose Beneficiary
retains, a benefit under the Plan which has not been distributed.
1.9 "Plan" shall mean the Studio Plus Hotels, Inc. Top Hat Savings Plan
as described in this instrument, effective April 15, 1996, and as
may be amended thereafter.
1.10 "Plan Year" shall mean the 12-consecutive month period beginning
each January 1 and ending each December 31.
1.11 "Tax Qualified 401(k) Plan" shall mean the Studio Plus Hotels, Inc.
RetirementPLUS Savings Plan as currently effective, and as may be
amended in the future.
ARTICLE II - ELECTION FOR PARTICIPATION,
DEFERRALS AND MATCHING CONTRIBUTIONS
2.1 Subject to Paragraph 2.2, each Participant may elect to have up to
100% of his Compensation (in whole percentages) for a Plan Year
deferred and credited with earnings in accordance with the terms
and conditions of the Plan. Deferrals of Compensation may be made
solely from regular salary, solely from bonuses, or from both
regular salary and bonuses, at the Participant's election.
2.2 Any Participant desiring to exercise an election under Paragraph
2.1 shall notify the Committee of his deferral election. Such
notice must be in writing, on a form provided by the Committee, and
delivered to the Committee by such date as the Committee shall
specify, but in no event later than the first day of the Plan Year
quarter to which such election is to apply.
2.3 A deferral election shall be effective with respect to the entire
Plan Year quarter to which it relates and may not be modified or
terminated for that Plan Year quarter. If a Participant makes a
deferral election for a Plan Year quarter and does not make a
deferral election for the remaining Plan Year quarters, the
deferral election in effect shall continue to be effective for the
remaining Plan Year quarters.
2.4 Subject to Paragraphs 2.1 and 2.2, the Compensation otherwise
payable to the Participant during the Plan Year shall be reduced by
the amount of the
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Participant's election under this Article H. Such amounts shall be
credited to the Participant's Deferred Compensation Account.
2.5 The Employer shall be authorized to make matching contributions to
the Deferred Compensation Account of those Participants who make
deferrals of Compensation pursuant to Paragraph 2.2. The
Employer's annual matching contribution to the Plan shall be an
amount equal to such percentage of the Participant's elective
deferrals hereunder for the Plan year as may be properly determined
by the Compensation Committee of the Board of Directors of the
Employer for such Plan Year and applied uniformly with respect to
those Participants entitled to receive this type of matching
contribution.
ARTICLE III - TRANSFER OF DEFERRALS AND MATCHING
CONTRIBUTIONS TO TAX-QUALIFIED SAVINGS PLAN
3.1 Each Plan Year, the plan administrator of the Tax-Qualified 401(k)
Plan will make a determination as to the amount of deferrals
allowable under that plan. Such determination shall be made as
soon as practicable but in no event later than January 31 of the
following calendar year.
3.2 Each Participant who has a deferral election in effect under this
Plan may elect to have his maximum allowable amount, as determined
under Paragraph 3.1, (not exceeding his deferrals under this Plan
for the year) be transferred to the Tax-Qualified 401(k) Plan as
an elective contribution. In no event will amounts constituting
earnings be transferred to the Tax-Qualified 401(k) Plan.
3.3 To the extent the Employer makes matching contributions under
Paragraph 2.5 of this Plan and to the extent the Tax-Qualified
401(k) Plan also provides for a matching contribution, a maximum
allowable matching contribution amount, if any, shall be
transferred from this Plan (if any) to the Tax-Qualified 401(k)
Plan, to the extent permitted under the law and applicable
regulations. Such amounts Any matching contributions not so
transferred shall remain as part of the general assets under this
Plan.
3.4 At the time a Participant makes his deferral election under Article
II for a Plan Year, he also shall make the election referred to in
Paragraph 3.2.
ARTICLE IV - PARTICIPANT'S INTEREST
No Participant or his designated Beneficiary shall acquire any property
interest in his Deferred Compensation Account or any other assets of the
Employer, their rights being limited to receiving from the Employer a deferred
payment as set forth in this Plan and these rights being limited to receiving
from the Employer a deferred payment as set forth in this Plan and these rights
are conditioned upon continued compliance with the terms and
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conditions of this Plan. To the extent that any Participant or Beneficiary
acquires a right to receive benefits under this Plan, such right shall be no
greater than the fight of any unsecured general creditor of the Employer.
ARTICLE V - CREDITING OF EARNINGS
5.1 There shall be credited to the Deferred Compensation Account of
each Participant an additional amount of earnings (or losses)
determined under this Article V.
5.2 Each Participant shall elect (in whole percentages) to have
earnings (or losses) credited to his Deferred Compensation Account
under one or more of the following investment elections:
a) Fountain Square Balanced Fund election;
b) Fountain Square U.S. Treasury Obligations Fund election;
c) Fidelity Growth Opportunities Fund election;
d) Fidelity Advisor Intermediate Term Bond Fund election;
e) Vanguard Index 500 Fund election;
f) Heartland Value Fund election; or
g) Studio Plus Hotels, Inc. Common Stock.
Such an election must be in writing, on a form provided by the
Committee, and delivered to the Committee prior to the beginning of
a Plan Year quarter by such date as the Committee shall determine.
An investment election shall be effective for the entire Plan Year
quarter to which it relates and may not be modified or terminated
for that Plan Year quarter. In the event that an investment
election form is not received by the Committee by the date
specified for elections for a particular Plan Year quarter for a
Participant, the last investment election received by the Committee
from the Participant shall remain in effect for that Plan Year
quarter.
ARTICLE VI - PLAN BENEFITS
6.1 A Participant's rights to amounts deferred to his Deferred
Compensation Account shall be nonforfeitable at all times, subject
to the provisions of the Studio Plus Hotels, Inc. Rabbi Trust
Agreement. A Participant's rights to matching contributions under
this Plan shall become nonforfeitable in such manner and at
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such time as is provided for matching contributions under the Tax
Qualified 401(k) Plan.
6.2 (a) At the time a Participant makes his first deferral election
under Article II of the Plan, he shall also elect to have the
amounts represented by his Deferred Compensation Account paid in
one of the following two forms commencing as soon as
administratively feasible upon termination of his service with the
Employer:
(1) single lump sum payment, or
(2) approximately equal monthly installments to last not
less than 12 months nor more than 120 months.
If installment payments are in effect, the Participant's Deferred
Compensation Account shall continue to be credited with earnings or
losses under Article V until payment of the final installment and
the Participant may continue to make such elections thereunder as
are available to other Participants.
(b) A Participant may change the election referred to in (a)
above. Payment shall be made in accordance with any such changed
election only if the Participant terminates service with the
Employer at least two years following the date of the election.
Otherwise, the payment shall be made in accordance with the
election (if any) in effect immediately prior to the changed
election.
(c) If a Participant has no election concerning the form of
benefit payment under this Paragraph 6.2 in effect at the time he
terminates service with the Employer, payment shall be made in a
single lump sum payment.
(d) Elections shall be made in writing on a form provided by the
Committee and shall be made in accordance with the rules
established by the Committee.
(e) To the extent that a Participant has earnings (or losses)
credited to his Deferred Compensation Account based on the Studio
Plus Hotels, Inc. stock election, such Participant shall have the
right to receive any benefit payments in the form of whole shares
of such Studio Plus Hotels, Inc. stock. Any fractional shares
shall be paid in cash. Any expenses attributable to an election to
take shares may be deducted from the Participant's Deferred
Compensation Account.
6.3 (a) A Participant may withdraw all or a portion of this Deferred
Compensation Account in the event of a hardship. A request for a
hardship distribution shall be made to the Committee in the form of
a written application. A hardship distribution shall only be made
in the event of an unforeseeable emergency that would result in
severe financial hardship to the Participant if hardship
distributions
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were not permitted. Withdrawals of amounts because of an
unforeseeable emergency shall only be permitted to the extent
reasonably needed to satisfy the emergency needed.
(b) For purposes of this Paragraph 6.4, an unforeseeable emergency
is defined as severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the
Participant or a dependent of the Participant, imminent or actual
loss of the Participant's property, or such other similar
extraordinary and unforeseeable circumstances as may arise as a
result of events beyond the control of the Participant. The
circumstances that will constitute an unforeseeable emergency will
depend upon the facts of each case, but, in any case, payment may
not be made to the extent that such hardship is or may be relieved
(i) through reimbursement or compensation by insurance or
otherwise, or (ii) by liquidation of the Participant's assets, to
the extent the liquidation of such assets would not itself cause
severe financial hardship. The Committee shall have the sole and
absolute authority for determining whether a hardship distribution
shall be allowed and, if so, in what amount.
ARTICLE VII - DEATH
Upon the death of a Participant prior to commencement of payment under Article
6, the amounts represented by the Participant's Deferred Compensation Account,
increased by any amounts due to be credited but not yet credited under
Paragraph 2.5, shall be payable to the Participant's Beneficiary as soon as
administratively feasible in a single lump sum distribution. If the
Participant has already commenced receiving the amounts represented by the
Participant's Deferred Compensation Account in the installment payment form,
the installment payments shall continue to be paid to the Participant's
Beneficiary.
ARTICLE VIII - PROHIBITION ON ALIENATION
Except as required by law, no right of the Participant or designated
Beneficiary to receive payments under this Plan shall be subject to
anticipation, commutation, alienation, sale, assignment, encumbrance, charge,
pledge, or hypothecation or to execution, attachment, levy, or similar process
or assignment by operation of law and any attempt, voluntary or involuntary, to
effect any such action shall be null and void and of no effect.
ARTICLE IX - CONSTRUCTION
This Plan shall be construed under the laws of the Commonwealth of Kentucky.
Article headings are for convenience only and shall not be considered as part
of the terms and provisions of the Plan. The Committee shall have full power
and authority to interpret, construe and administer this Plan.
ARTICLE X - CONSOLIDATION OR MERGER
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In the event that the Employer or any entity (resulting from any merger or
consolidation or which shall be a purchaser or transferee so referred to) shall
at any time be merged or consolidated into or with any other entity or
entities, or in the event that substantially all of the assets of the Employer
or any such entity shall be sold or otherwise transferred to another entity,
the provisions of this Plan shall be binding upon and shall enure to the
benefit of the continuing entity resulting from such merger or consolidation or
the entity to which such assets shall be sold or transferred. Except as
provided in the preceding sentence, this Plan shall not be assignable by the
Employer or by any entity referred to in such preceding sentence.
ARTICLE XI - AMENDMENT OR TERMINATION OF PLAN
The Plan may be terminated at any time or amended in whole or in part from time
to time by the Employer provided that no such termination or amendment may
directly or indirectly reduce a Participant's Deferred Compensation Account
(other than through a complete distribution thereof to the Participant (or his
Beneficiary in the event of his death)); and any such amendment shall be
binding on the Employer, Participant and designated Beneficiary. The Plan
shall also terminate upon a Change in Control, as such term is defined in the
Studio Plus Hotels, Inc. Rabbi Trust Agreement.
ARTICLE XII - MISCELLANEOUS
12.1 Neither this Agreement, nor any action of the Employer or the
Committee, nor any election to defer Compensation and/or bonuses
hereunder shall be held or construed to confer on any person any
legal right to be continued as an employee of the Employer.
12.2 The Employer shall have the right to deduct from all payments any
taxes required by law to be withheld with respect to any payments
made under this Plan.
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IN WITNESS THEREOF, Studio Plus Hotels, Inc. has caused this Plan to be
executed this 31 day of May, 1996.
ATTEST: STUDIO PLUS HOTELS, INC.
/s/ James C. Baughman, Jr. By: William E. Anderson
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Chief Financial Officer Executive Vice President
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