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EXHIBIT 10.01
ALUMAX INC.
EXCESS BENEFIT PLAN
Effective as of November 15, 1993
and as Amended on August 3, 1995
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ALUMAX INC.
EXCESS BENEFIT PLAN
TABLE OF CONTENTS
PAGE
ARTICLE I
ESTABLISHMENT OF PLAN
..........................................................................1
ARTICLE 2
DEFINITIONS
Account...................................................................2
Beneficial Owner..........................................................2
Beneficiary...............................................................2
Board.....................................................................3
Change in Control.........................................................3
Code......................................................................5
Committee.................................................................5
Company Contribution......................................................5
Compensation..............................................................5
Effective Date............................................................5
Participant...............................................................6
Participant Account.......................................................6
Participant Contribution..................................................6
Plan......................................................................6
Plan Year.................................................................6
Prior Plan................................................................6
Retirement Plan...........................................................6
Thrift Plan...............................................................7
Valuation Date............................................................7
ARTICLE 3
PARTICIPATION
3.01 Participation in Excess Thrift Plan Benefits......................8
3.02 Participation in Excess Retirement Plan Benefits..................8
ARTICLE 4
EXCESS THRIFT PLAN BENEFITS
4.01 Participant Accounts..............................................9
4.02 Participant Contributions.........................................9
4.03 Company Contributions.............................................9
4.04 Vesting..........................................................10
4.05 Payment of Benefits..............................................10
4.06 Timing of Distributions..........................................11
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ARTICLE 5
EXCESS RETIREMENT PLAN BENEFITS
5.01 Accrual of Retirement Benefits...................................12
5.02 Surviving Spouse and Child Benefits..............................12
5.03 Vesting..........................................................12
5.04 Payment of Benefits..............................................12
5.05 Changes in Beneficiaries.........................................13
ARTICLE 6
GENERAL PROVISIONS
6.01 Funding..........................................................14
6.02 Modification, Amendment, Etc.....................................14
6.03 Termination and Discontinuance...................................14
6.04 Administration and Interpretation................................15
6.05 Appointment of Subcommittees.....................................15
6.06 No Contract of Employment........................................15
6.07 Facility of Payment..............................................15
6.08 Withholding of Taxes.............................................15
6.09 Nonalienation....................................................16
6.10 Construction.....................................................16
6.11 Defined Terms....................................................16
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ALUMAX INC.
EXCESS BENEFIT PLAN
ARTICLE 1
ESTABLISHMENT OF PLAN
Alumax Inc. hereby establishes, effective as of November 15, 1993, a
deferred compensation plan which shall be known as the Alumax Inc. Excess
Benefit Plan. The purpose of the Plan is to provide pension benefits for those
employees whose retirement benefits and contributions under the Retirement Plan
For Salaried Employees of Alumax Inc. and its Subsidiaries (hereinafter the
"Retirement Plan") and the Alumax Inc. Thrift Plan For Salaried Employees
(hereinafter the "Thrift Plan") are reduced because of the non-discrimination
requirements of Sections 401(a)(4) and 410(b) of the Internal Revenue Code and
limitations imposed by Sections 401(a)(17) and 415 of the Internal Revenue
Code.
Upon the Effective Date, the liability for accrued benefits under the
AMAX Inc. Excess Benefit Plan (the "Prior Plan") corresponding to the interests
of employees of the Company (excluding former employees of AMAX Inc. who become
employees of the Company and whose accrued benefits under the Prior Plan are
paid out by AMAX Inc.) will be transferred to and assumed by the Plan.
Participants shall receive credit for all service recognized under the Prior
Plan, and accrued benefits under the Prior Plan shall become such Participants'
accrued benefits under this Plan except to the extent of any accrued
benefits under the Prior Plan that are paid out by AMAX Inc.
The Company intends that the benefits provided pursuant to the Plan shall
be unfunded and that no Participant's rights to benefits under the Plan shall
be greater than the rights of unsecured general creditors of the Company.
However, nothing herein shall prevent the Company from establishing appropriate
bookkeeping reserves (which are required herein), trust accounts, life insurance
contracts, or other funding and accounting mechanisms to discharge the Company's
obligations under the Plan provided that such funding or bookkeeping mechanisms
do not create rights for Plan Participants which will result in constructive
receipt of Plan benefits for income tax purposes or will cause the Plan not to
be deemed unfunded under Sections 4(a)(5) or 401(a)(1) of the Employee
Retirement Income Security Act of 1974 ("ERISA").
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ARTICLE 2
DEFINITIONS
Certain terms of this Plan have defined meanings which are set forth in
this Article and which shall govern unless the context in which they are used
clearly indicates that some other meaning is intended.
Account shall mean a bookkeeping account maintained by the Company to
which shall be credited contributions and adjusted as provided in Article 4.
Beneficial Owner, with respect to any securities, shall mean any person
who, directly or indirectly, has or shares the right to vote or dispose of such
securities or otherwise has "beneficial ownership" of such securities (within
the meaning of Rule 13d-3 and Rule 13d-5 (as such Rules are in effect on
February 1, 1991 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), including pursuant to any agreement, arrangement or
understanding (whether or not in writing); provided, however, that (i) a
person shall not be deemed the Beneficial Owner of any security as a result of
any agreement, arrangement or understanding to vote such security (x) arising
solely from a revocable proxy or consent solicited pursuant to, and in
accordance with, the applicable provisions of the Exchange Act and the rules
and regulations thereunder or (y) made in connection with, or otherwise to
participate in, a proxy or consent solicitation made, or to be made, pursuant
to, and in accordance with, the applicable provisions of the Exchange Act and
the rules and regulations thereunder, in either case described in clause (x) or
clause (y) above whether or not such agreement, arrangement or understanding is
also then reportable by such person on Schedule 13D under the Exchange Act (or
any comparable or successor report), and (ii) a person engaged in business as
an underwriter or securities shall not be deemed to be the Beneficial Owner of
any securities acquired through such person's participation in good faith in a
firm commitment underwriting until the expiration of forty days after the date
of such acquisition.
Beneficiary shall mean any person or persons designated by a Participant
on a form provided by the Committee to receive benefits hereunder in the event
of the Participant's death. If any Participant shall fail to designate a
Beneficiary or shall designate a Beneficiary who shall fail to survive the
Participant, the Beneficiary shall be beneficiary designated under the Thrift
Plan for the benefits described in Article 4 and the Retirement Plan for the
benefits described in Article 5. If no surviving Beneficiary has been
designated under the Thrift or Retirement Plans, the Beneficiary shall be the
Participant's estate.
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Board shall mean the Board of Directors of Alumax Inc.
Change in Control shall mean the occurrence of any of the following
events:
(a) any person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company's then outstanding
securities (a "20% Beneficial Owner"), provided, however, that (i)
the term "20% Beneficial Owner" shall not include any Beneficial
Owner who has crossed such 20% threshold solely as a result of an
acquisition of securities directly from the Company, or solely as
a result of an acquisition by the Company of Company securities,
until such time thereafter as such person acquires additional
voting securities other than directly from the Company and, after
giving effect to such acquisition, such person would constitute a
20% Beneficial Owner; and (ii) with respect to any person eligible
to file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the
Exchange Act with respect to Company securities (an "Institutional
Investor"), there shall be excluded from the number of securities
deemed to be beneficially owned by such person a number of
securities representing not more than 10% of the combined voting
power of the Company's then outstanding securities;
(b) during any period of two consecutive years beginning after
November 15, 1993, individuals who at the beginning of such period
constitute the Board of Directors of the Company together with
those individuals who first become Directors during such period
(other than by reason of an agreement with the Company in
settlement of a proxy contest for the election of directors) and
whose election or nomination for election to the Board was
approved by a vote of at least two thirds (2/3) of the Directors
then still in office who either were Directors at the beginning of
the period or whose election or nomination for election was
previously so approved (the "Continuing Directors") cease for any
reason to constitute a majority of the Board of Directors of the
Company;
(c) the stockholders of the Company approve a merger, consolidation,
recapitalization or reorganization of the Company, or a reverse
stock split of any class of voting securities of the Company, or
the consummation of any such transaction if stockholder approval
is not obtained, other than any such
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transaction which would result in at least 75% of the total voting
power represented by the voting securities of the Company or the
surviving entity outstanding immediately after such transaction
being beneficially owned by persons who together owned at
least 75% of the combined voting power of the voting securities of
the Company outstanding immediately prior to such transaction,
with the relative voting power of each such continuing holder
compared to the voting power of each other continuing holder not
substantially altered as a result of the transaction; provided
that, for purposes of this paragraph (c), such continuity of
ownership (and preservation of relative voting power) shall be
deemed to be satisfied if the failure to meet such 75% threshold
(or to preserve such relative voting power) is due solely to the
acquisition of voting securities by an employee benefit plan of
the Company or such surviving entity or of any subsidiary of the
Company or such surviving entity;
(d) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the
sale or disposition of all or substantially all the assets of the
Company; or
(e) any other event which the Board of Directors of the Company
determines shall constitute a change in Control for purposes of
this Plan;
provided, however, that a Change in Control shall not be deemed to have
occurred if one of the following exceptions applies:
(1) unless a majority of the Continuing Directors of the Company
determines that the exception set forth in this paragraph (1)
shall not apply, none of the foregoing conditions would have been
satisfied but for one or more of the following persons acquiring
or otherwise becoming the Beneficial Owner of securities of the
Company:
(A) any person who has entered into a binding agreement with
the Company, which agreement has been approved by
two-thirds (2/3) of the Continuing Directors, limiting the
acquisition of additional voting securities by such person,
the solicitation of proxies by such person or proposals by
such person concerning a business combination with the
Company (a "Standstill Agreement");
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(B) any employee benefit plan, or trustee or other fiduciary
thereof, maintained by the Company or any subsidiary of the
Company;
(C) any subsidiary of the Company; or
(D) the Company.
(2) Unless a majority of the Continuing Directors of the Company
determines that the exception set forth in this paragraph (2)
shall not apply, none of the foregoing conditions would have been
satisfied but for the acquisition by the Company of another entity
(whether by merger or consolidation, acquisition of stock or
assets, or otherwise) in exchange, in whole or in part, for
securities of the Company provided that, immediately following
such acquisition, the Continuing Directors constitute a majority
of the Board of Directors of the Company, or a majority of the
board of directors of any other surviving entity, and, in either
case, no agreement, arrangement or understanding exists at that
time which would cause such Continuing Directors to cease
thereafter to constitute a majority of the Board of Directors or
of such other board of directors.
Notwithstanding the foregoing, unless a majority of the Continuing
Directors determines otherwise, no Change in Control shall be deemed to have
occurred with respect to a particular Participant under this Plan if the Change
in Control results from actions or events in which such Participant is a
participant in a capacity other than solely as an officer, employee or director
of the Company.
Code shall mean the Internal Revenue Code of 1986, as amended.
Committee shall mean the Retirement Plan Committee designated in the
Retirement Plan.
Company shall mean Alumax Inc. and any affiliated company designated by
the Board whose employees are eligible to participate in the Plan.
Company Contribution shall mean the contribution made by the Company
described in section 4.03.
Compensation shall mean, for the purposes of Article 4, a Participant's
compensation as defined in the Thrift Plan and, for purposes of Article 5, a
Participant's compensation as defined under the Retirement Plan, both determined
without regard to the limitation imposed by Code Section 401(a)(17).
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Effective Date shall mean November 15, 1993.
Participant shall mean each participant in the Thrift Plan whose annual
additions (as defined in Code Section 415(c)(2)) in any Plan Year exceed (or
would exceed) the limitations imposed by Code Sections 415 (c)(1) or 415(e) or
whose contributions to the Thrift Plan are limited by reason of Code Section
401(a)(17) of the Code. In addition, Participant shall mean each participant
in the Retirement Plan whose annual benefit during a Plan Year exceeds the
limitations imposed by Code Sections 415(b) or 415(e) or whose benefit is
limited during such Plan Years by reason of Code Section 401(a)(17). To the
extent not otherwise described above, "Participant" shall also mean any
employee of the Company who participated in the Prior Plan.
Participant Account shall have the meaning set forth in Section 4.01
hereof.
Participant Contribution shall mean the amount of compensation the
receipt of which a Participant elects to defer and instead have credited to
the Participant's Account pursuant to Article 3 hereof, which election must be
made prior to the beginning of the period during which the compensation is
earned and for which amounts are contributed. A Participant shall not be
entitled to have a Participant Contribution made on his behalf for any Plan
Year unless (i) the Participant is precluded under Code Section 415 from making
the maximum permissible contribution under Section 4.01 of the Thrift Plan for
that Plan Year, or (ii) the Participant's compensation for determining the
contributions under Section 4.01 of the Thrift Plan is reduced by reason of
Code Section 401(a)(17). However, the maximum Participant Contribution the
Participant can make for the Plan Year shall be the difference between (x) 6%
of the Participant's compensation (within the meaning of Article 2 of the
Thrift Plan, but without regard to the limitation imposed by Code Section
401(a)(17) for the Plan Year), and (y) the Participant's actual contributions
for the Plan Year made pursuant to Section 4.01 of the Thrift Plan, except that
actual contributions made by a Participant in excess of 6% of the Participant's
Compensation (as defined in the Thrift Plan) shall be disregarded for this
purpose.
Plan shall mean the Alumax Inc. Excess Benefit Plan as set forth in
this document together with any subsequent amendments hereto.
Plan Year shall mean the calendar year.
Prior Plan shall have the meaning set forth in Article 1 hereof.
Retirement Plan shall mean the Retirement Plan For Salaried Employees
of Alumax Inc. and its Subsidiaries
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effective as of November 15, 1993 and as amended from time to time thereafter.
Thrift Plan shall mean the Alumax Inc. Thrift Plan For Salaried
Employees as effective November 15, 1993 and as amended from time to time
thereafter.
Valuation Date shall mean, for the purposes of Article 4, the Valuation
Date under the Thrift Plan and, for purposes of Article 5 the date of the
annual actuarial valuation under the Retirement Plan. Valuation Date shall
also mean such other dates as the Committee determines are necessary or
appropriate, to value the Accounts or accrued benefits of Participants
hereunder.
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ARTICLE 3
PARTICIPATION
3.01 Participation in Excess Thrift Plan Benefits
Prior to the beginning of each Plan Year, the Committee shall
provide to each Participant who is a participant in the Thrift Plan and
whose additions or contributions under the Thrift Plan are limited as a
result of the application of Code Sections 401(a)(17) or 415 with an
election form upon which the Participant may elect to make a Participant
Contribution. A Participant may make a Participant Contribution by
means of payroll deduction in any whole percentage of not less than 1%
nor more than 6% of the Participant's Compensation during any pay
period.
Such election shall remain in effect for the Plan Year or until revoked
by the Participant if sooner. Once revoked, a Participant may not make
a Participant Contribution to the Plan until the beginning of the next
Plan Year.
3.02 Participation in Excess Retirement Plan Benefits
Any Participant who is a participant in the Retirement Plan and
whose benefits under the Retirement Plan are limited as a result of the
exceptions applicable to certain Flight Crew Employees who are highly
compensated employees (within the meaning of Code Section 414(q)) under
Sections 1.27 and 3.02 of the Retirement Plan and the application of
Code Sections 401(a)(17) or 415 shall commence participation in this
Plan effective as of the first day of the Plan Year during which any
such limitation first applies.
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ARTICLE 4
EXCESS THRIFT PLAN BENEFITS
4.01 Participant Accounts
The Committee shall establish an Account for each Participant
(a "Participant Account") which shall be credited with the
Participant's Contributions, the Company Contributions and all
adjustments thereto.
4.02 Participant Contributions
All Participant Contributions made by a Participant since the
preceding Valuation Date shall be credited to the Participant's Account
as of each Valuation Date. Thereafter, the Participant's Contribution
Account shall be adjusted on each Valuation Date by the Committee to
reflect the income or loss that would have been credited under the
Thrift Plan had the Participant's Contributions been made thereunder.
4.03 Company Contributions
(a) Matching of Participant Contributions
On each Valuation Date, the Participant's Account shall
be credited with a Company Contribution determined as follows:
The Participant's Contributions under this Plan shall
be multiplied by 75% and the product shall be the Employer
Contribution as of each Valuation Date. In addition, in the
event that a Participant made the maximum permitted Pre-Tax
Contribution to the Thrift Plan and made no after-tax
contributions to the Thrift Plan, the match on the Participant's
Pre-Tax Contributions not matched under the Thrift Plan shall
be made hereunder and the amount of such unmatched Thrift Plan
contributions shall reduce the amount of Participant
Contributions hereunder.
The Company Contribution determined above shall be
adjusted as of each subsequent Valuation Date in accordance
with rules established by the Committee to reflect the income
or loss that would have been credited if the Employer
Contribution had been credited to the Participant's Employer
Matching Contribution Account pursuant to Section 4.02 of the
Thrift Plan on each Valuation Date.
(b) Matching of Thrift Plan Contributions
As of each Valuation Date, the Company shall credit
each Participant's Account with the amount by which the
Participant's Employer Matching Contribution Account under the
Thrift Plan is reduced on such Valuation Date to comply with
the requirements of Code Section 415. This Company Contribution
shall be adjusted as of each subsequent Valuation Date in
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accordance with rules established by the Committee to reflect
the income or loss that would have been credited if the
employer matching contributions had been credited to the
Participant's Account under the Thrift Plan on the Valuation
Dates specified in the Thrift Plan.
4.04 Vesting
A Participant's Account shall become nonforfeitable as follows:
(a) Contributions by Participants shall be nonforfeitable at all
times.
(b) Company Contributions shall become nonforfeitable in accordance
with the Vesting Schedule and Vesting Service rules set
forth in the Thrift Plan or upon retirement with the Company's
consent, if earlier. For this purpose, Participants shall
receive credit for Vesting Service prior to the Effective Date.
(c) Company Contributions shall become nonforfeitable as of the
date of a Change in Control.
Nothing in this Section shall be deemed to confer upon any
Participant rights greater than those of an unsecured general creditor
of the Company to payment of benefits hereunder.
4.05 Payment of Benefits
A Participant shall be entitled to receive payment of his Plan Account
from the Company as follows:
(a) Upon the Participant's retirement with the consent of the
Company, the Participant shall receive a single lump sum
payment equal to his Participant Account valued as of a
Valuation Date selected by the Committee, which shall be no
earlier than the Valuation Date immediately preceding or
coinciding with the Participant's Retirement Date and no later
than the date of distribution.
(b) In the event of the death of a Participant while employed by
the Company, the Participant's Account shall be paid to the
Participant's Beneficiary in a single lump sum. The
Participant's Account shall be valued as of a Valuation Date
selected by the Committee which shall be no earlier than the
Valuation Date preceding or coinciding with the Participant's
death and no later then the date of distribution.
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(c) In the event of the Participant's termination of employment
with the Company for reasons other than retirement
(with consent) or death, the Participant shall be entitled to
receive a distribution of the vested portion of his Account in
a single lump sum payment. The Participant's Account shall be
valued as of the Valuation Date immediately preceding or
coinciding with his termination of employment.
(d) Upon the occurrence of a Change in Control, each Participant
shall be entitled to receive a distribution of his
Participant Account in a single lump sum payment. Each
Participant's Account shall be valued as of the date of the
Change in Control or the Valuation Date coinciding with or
immediately preceding the date of distribution, whichever
produces the greater Account value.
4.06 Timing of Distributions
The Company shall make payment to a Participant becoming
entitled to receive a distribution of Plan benefits as soon as in
administratively feasible, but in no event later than 30 days after the
event entitling the Participant to payment.
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ARTICLE 5
EXCESS RETIREMENT PLAN BENEFITS
5.01 Accrual of Retirement Benefits
A Participant shall accrue, during each Plan Year, a benefit under the
Plan expressed as a monthly payment for the life of the Participant
commencing on the Participant's Normal Retirement Date under the
Retirement Plan. The benefit accrued under this Plan shall be equal
to the excess of (i) the Participant's Accrued Benefit under the
Retirement Plan for the Plan Year determined without regard to the
exceptions applicable to certain Flight Crew Employees who are highly
compensated employees (within the meaning of Code Section 414(q))
under Sections 1.27 and 3.02(e) of the Retirement Plan and Code
Sections 401(a)(17) or 415 over (ii) the Accrued Benefit under the
Retirement Plan for the Plan Year. A Participant also shall be
credited with any benefits accrued under the Prior Plan.
5.02 Surviving Spouse and Child Benefits
Each Plan Year a Participant shall accrue a surviving spouse and child
benefit under this Plan equal to the excess of the Surviving Spouse And
Child Allowance which would accrue under Section 4.05 of the Retirement
Plan for the Plan Year without regard to the exceptions applicable to
certain Flight Crew Employees who are highly compensated employees
(within the meaning of Code Section 414(q)) under Sections 1.29 and
3.02(e) of the Retirement Plan and the limitations of Code Sections
401(a)(17) and 415 over the Surviving Spouse And Child Allowance
actually accrued under the Retirement Plan for the Plan Year.
5.03 Vesting
Each Participant's Retirement and surviving spouse and child benefits
shall be nonforfeitable under this Plan to the extent the Participant's
accrued benefit is nonforfeitable under the Retirement Plan. However,
all Participants' retirement and surviving spouse benefits shall become
nonforfeitable upon a Change in Control regardless of whether such
benefits are nonforfeitable under the Retirement Plan.
5.04 Payment of Benefits
(a) Upon a Participant's termination of employment with the
Company, the Company shall commence payment to the Participant
of Excess Retirement Plan benefits accrued hereunder in the
same form and at the same time as the Participant receives
his Retirement Allowance under the Retirement Plan. To the
extent that the Participant's Retirement Income under the
Retirement Plan is subject to actuarial or other adjustment to
reflect the timing of commencement or form of benefit payment,
the Participant's benefit under this Plan shall be subject to
the same
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adjustments applied on the basis of the same actuarial
assumptions.
(b) In the event that a Participant dies while employed by the
Company, the Company shall pay to the Participant's surviving
spouse or child the surviving spouse and child benefits accrued
hereunder in the same form and at the same time as the surviving
spouse or child receives his Surviving Spouse And Child Allowance
under the Retirement Plan. To the extent that the Surviving
Spouse And Child Allowance is subject to actuarial or other
adjustments to reflect the time of commencement or form of benefit
payment under the Retirement Plan, the Participant's benefit under
this Plan shall be subject to the same adjustments applied on the
basis of the same actuarial assumptions.
(c) If the lump sum value of the benefits payable to a Participant or
his Beneficiary, determined in accordance with the actuarial
assumptions specified in the Retirement Plan, is less than
$50,000, then such lump sum amount shall be paid to such
Participant or Beneficiary as soon as administratively feasible
but in no event more than 30 days after the date such benefits
would otherwise have commenced.
5.05 Changes in Beneficiaries
A Participant who elects a survivor annuity may change his Beneficiary at
any time prior to his death. However, payments to the new Beneficiary
shall be made in the amount and for the life expectancy (determined at
the commencement of payments to the Participant) of the Beneficiary named
by the Participant at the time payments to the Participant commenced
hereunder. The Committee may, in its discretion, permit a Beneficiary to
elect to receive a lump sum distribution of payments hereunder,
determined in accordance with the actuarial assumptions specified in the
Retirement Plan.
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ARTICLE 6
GENERAL PROVISIONS
6.01 Funding
All amounts payable in accordance with this Plan shall constitute a
contractual general unsecured obligation of the Company. Such amounts,
as well as any administrative costs relating to the Plan, shall be paid
out of the general assets of the Company. The amounts provided by this
Plan shall be paid from each Company's general assets or by such other
means as the Company deems advisable. A Participant shall have no title
to or beneficial interest in any assets set aside or acquired by a
Company to fund its obligations hereunder prior to its due date and to
the extent a Participant acquires the right to receive a payment from the
Company under this Plan, such right shall be no greater than that of an
unsecured general creditor of the Company.
6.02 Modification, Amendment, Etc.
The Board of Directors reserves the right to modify, amend in whole or in
part, discontinue benefit accrual under, or terminate the Plan at any
time. However, no modification or amendment shall be made to Section
6.03 and no modification, discontinuance, amendment or termination shall
adversely affect the right of any Participant to receive the benefits
accrued and the balance to the credit of such Participant's Account as of
the date of such modification, discontinuance, amendment or termination,
or the timing of receipt of such benefits.
6.03 Termination and Discontinuance
If the Company terminates the Plan, Participants shall continue to vest
in their accrued benefits and their Accounts in accordance with Sections
4.04 and 5.03, and benefits under the Plan shall be paid in the manner
and at the times indicated in Articles 4 and 5, unless the Board of
Directors determines, in its sole and absolute discretion, that
Participants will be fully vested in their Accounts, in which case
benefits under the Plan shall be paid within 30 days of such
determination. If benefit accruals have been discontinued under the
Plan, the Company may recommence such accruals at any time by appropriate
action.
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6.04 Administration and Interpretation
The Committee shall have sole power and authority to construe, interpret
and administer the Plan. Any interpretation of the Plan by the Committee
or any administrative act by the Committee shall be final and binding on
all Participants. All rules relating to the conduct of business by the
Committee under the Retirement and Thrift Plans shall also apply to the
Committee in administering this Plan.
6.05 Appointment of Subcommittees
The members of the Committee may appoint from their number such
committees with such powers as they shall determine, may authorize one or
more of their number or any agent to execute or deliver any instrument or
instruments on their behalf, and may employ such counsel, agents and
other services as they may require in carrying out their duties. The
Committee shall, from time to time, maintain or cause to be maintained
all records which it shall deem necessary for purposes of the Plan.
6.06 No Contract of Employment
The establishment of the Plan shall not be construed as conferring any
legal rights upon any person for a continuation of employment, nor shall
it interfere with the rights of the Company to discharge any employee
and to treat him without regard to the effect which such treatment might
have upon him as a Participant in the Plan.
6.07 Facility of Payment
In the event that the Committee shall find that a Participant is unable
to care for his affairs because of illness or accident, the Committee
may direct that any benefit payment due him, unless claim shall have
been made therefor by a duly appointed legal representative, be paid to
his spouse, a child, a parent or other blood relative, or to a person
with whom he resides, and any such payment so made shall be a complete
discharge of the liabilities of the Company and the Plan therefor.
6.08 Withholding of Taxes
The Company shall deduct from each payment to be made under the Plan and
the Trust such income or other taxes as are required to be withheld
under applicable law.
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6.09 Nonalienation
No benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge,
and any attempt to do so by any Participant or creditor thereof shall be
void, nor shall any such benefit be in any manner liable for or subject
to garnishment, attachment, execution or levy, or liable for or subject
to the debts, contracts, liabilities, engagements or torts of a
Participant.
6.10 Construction
(a) The Plan shall be construed, regulated and administered under the
laws of the State of Georgia to the extent not preempted by ERISA
or other federal law.
(b) When used herein, the masculine pronoun shall include the feminine
pronoun, and the singular shall include the plural, where
appropriate.
6.11 Defined Terms
Capitalized terms which are not otherwise defined in this Plan shall
have the same meaning as set forth in the Thrift Plan and the
Retirement Plan.
IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed
and its seal to be hereunto affixed on the date indicated below, but effective
as of November 15, 1993.
ALUMAX, INC.
By: /s/ John A. Brader
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[CORPORATE SEAL] Title: Vice President
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Attest: Date: 12-27-93
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PARTICIPATING COMPANIES
[List]
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