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EXHIBIT 10 (vi)
BORDEN, INC.
EXECUTIVE FAMILY SURVIVOR PROTECTION PLAN
Amended as of January 1, 1987
Conformed through December 9, 1993
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FOREWORD
Effective as of January 1, 1981, Borden, Inc. has adopted the Borden, Inc.
Executive Family Survivor Protection Plan (the "Plan") for the benefit of
certain of its executives. The purpose of the Plan is to provide certain
executives and retired executives with additional protection for their eligible
surviving dependents in the event of death during their active careers or after
retirement, and additional protection in the event of disability during their
active careers.
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INDEX
SECTION PAGE
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ONE DEFINITIONS 1
TWO PARTICIPATION 3
THREE DEATH AND DISABILITY BENEIFTS 4
FOUR EVENTS CAUSING LOSS OF COVERAGE 9
FIVE ADMINISTRATION 10
SIX AMENDMENT AND TERMINATION 12
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SECTION ONE
Definitions
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The following definitions shall apply:
1.1 "Borden ERIP" means the Borden, Inc. Employees Retirement Income
Plan.
1.2 "Borden RSP" means the Borden, Inc. Retirement Savings Plan.
1.3 "Chief Executive Officer" means the Chief Executive Officer of
the Corporation.
1.4 "Core Management Group" means the Executive Employees designated
as members of the Core Management Group of the Corporation by the
Chief Executive Officer.
1.5 "Corporate Group" means the Corporation and any of its
subsidiaries.
1.6 "Corporation" means Borden, Inc. and any successor to such
corporation by merger, purchase or otherwise.
1.7 "Effective Date" means January 1, 1981.
1.8 "Executive Employee" means an individual employed by a member of
the Corporate Group in a key executive or managerial position and
who is in the group designated by the Chief Executive Officer as
the ROSE group.
1.9 "Final Average Pay" means an amount equal to the highest average
which can be produced by averaging an Executive Employee's
compensation (as hereinafter defined) for any five consecutive
calendar years within the last ten calendar years prior to his or
her death or earlier retirement. For this purpose, compensation
shall mean the total compensation paid in a calendar year to an
Executive Employee by the Corporate Group before reduction for
Tax-Deferred contributions under the Borden, Inc. Retirement
Savings Plan and for Elective Salary Deferrals (as defined in the
Borden, Inc. Executives Supplemental Pension Plan), exclusive of
incentive bonuses deferred from earlier years at the election of
the Executive Employee and specifically excluding Long Term
Incentive Earnings. In computing the highest average, any
incentive bonuses included in compensation shall be averaged
separately from the balance of such compensation.
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1.10 "Minor Child or Children" with respect to a Participant means
each person who is the natural or legally adopted son or daughter
of the Participant or of his or her Spouse and who has not yet
attained his or her eighteenth birthday.
1.11 "Participant" means each Executive Employee who is an Active or
Retired Participant in accordance with the provisions of Section
Two of the Plan.
1.12 "Plan" means this Executive Family Survivor Protection Plan as
from time to time in effect.
1.13 "Spouse" means the spouse who is legally married to the
Participant at the earlier of the death of the Participant or the
Participant's retirement.
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SECTION TWO
Participation
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2.1 Active Participant
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An Executive Employee shall become an Active Participant covered
under this Plan only if he or she is so designated by the Chief
Executive Officer. Such designation shall be evidenced by a
written statement to the Active Participant summarizing the
coverage provided under the Plan for such Active Participant.
Each Executive Employee designated an Active Participant shall
remain an Active Participant until the earlier of (i) the date as
of which his or her coverage under the Plan has been terminated
at the direction of the Chief Executive Officer (which can be
done at any time at his or her discretion) or (ii) the date his
or her employment with the Corporate Group terminates.
2.2 Retired Participant
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An Active Participant who retires on or after the Effective Date
and on or after his or her sixty-fifth birthday shall become a
Retired Participant. An Active Participant who retires before
his or her sixty-fifth birthday shall become a Retired
Participant only if so specifically designated by the Chief
Executive Officer in writing and such designation remains in
effect after his or her retirement. Such designation shall be
completely at the discretion of the Chief Executive Officer who
may take into consideration any of the following circumstances:
the length of service of the Active Participant, whether such
early retirement is voluntary or involuntary, whether it is
anticipated that the Active Participant will engage in
competitive employment, how close to normal retirement the Active
Participant is at the time of his or her retirement, and any
other relevant circumstances. The listing of considerations
which may be considered by the Chief Executive Officer is not
intended to require or imply that all or any of them shall be
considered in any particular case.
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SECTION THREE
Death and Disability Benefits
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3.1 Death of Active Participant
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(a) Lump Sum Benefits
Upon the death after June 30, 1986 of an Active
Participant who at such time was a member of the Core
Management Group, or upon the death after December
31, 1986 of any other Active Participant, his or her
beneficiary, as designated under the
Basic/Supplemental Life portions of the Borden, Inc.
Total Family Protection Plan ("Group Life Plan"), or,
if no such beneficiary exists, the beneficiary under
the High Limit Accidental Death and Dismemberment
portion of the Borden, Inc. Total Family Protection
Plan, shall be entitled to receive a lump sum payment
equal to one times the Participant's Annual Earnings,
as defined in the Group Life Plan, rounded to the
next higher $100 if not already a multiple of $100.
(b) Monthly Benefits
Upon the death of an Active Participant prior to
attaining age 65, his or her surviving Spouse shall
be entitled to a monthly benefit commencing on the
first day of the month next following the Active
Participant's death and payable through the month in
which the death of the surviving Spouse or remarriage
of such surviving Spouse occurs. Upon the death of
an Active Participant on or after attaining age 65,
his or her surviving Spouse shall be entitled to a
monthly benefit commencing on the first day of the
month next following the Active Participant's death
and payable through the month in which the death of
the surviving spouse occurs. If at any time on or
after the Active Participant's death there is no
surviving Spouse entitled to receive a benefit but
there are one or more Minor Children of the Active
Participant, an amount equal to fifty percent of the
benefit which was or would have been payable to the
Active Participant's Spouse entitled to receive a
benefit shall be divided equally among the Minor
Children, and such fifty percent of the benefit shall
be payable through the month in which the last of the
Minor Children reach their majority or decease. The
share of any child who reaches majority shall
thereafter be divided equally among any remaining
Minor Children.
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The amount of monthly benefit payable to the
surviving Spouse shall be equal to one-twelfth of a
percentage of the Active Participant's Final Average
Pay, such percentage depending on the age at which
the Active Participant's death occurs and whether the
Active Participant was a member of the Core
Management Group as follows:
Percentage of Final Average Pay
Active Participants in Other Active
Core Management Group Participants
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Before age 55 25% 20%
After age 55 and before age 56 25% 20%
After age 56 and before age 57 24% 19%
After age 57 and before age 58 23% 18%
After age 58 and before age 59 22% 17%
After age 59 and before age 60 21% 16%
After age 60 and before age 61 20% 15%
After age 61 and before age 62 19% 14%
After age 62 and before age 63 18% 13%
After age 63 and before age 64 17% 12%
After age 64 and before age 65 16% 11%
After age 65 15% 10%
3.2 Death of Retired Participant
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(a) Lump Sum Benefits
Upon the death of a Retired Participant who at time
of retirement was a member of the Core Management
Group, his or her beneficiary, as designated under
the Group Life Plan, shall be entitled to receive a
lump sum payment equal to the difference between the
amount which would have been payable under the terms
of the Group Life Plan as in effect on June 30, 1986,
and the amount actually payable under the terms of
the Group Life Plan as in effect after June 30, 1986.
(b) Monthly Benefits
Unless waived in accordance with subsection (c)
below, upon the death of a Retired Participant who
was an Active Participant and had attained the age of
60 as of June 30, 1986, his or her surviving Spouse
shall be entitled to a monthly benefit in accord with
this paragraph commencing on the first day of the
month next following the Retired Participant's death.
If the Retired Participant retired prior to attaining
age 65, the monthly benefit shall be payable through
the earlier of the
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month in which the death of the surviving Spouse
or the remarriage of such the surviving Spouse
occurs. If the Retired Participant retired on or
after attaining age 65, the monthly beneift shall
be payable through the month in which the death of
the surviving Spouse occurs. If at any time on or
after the Retired Participant's death there is no
surviving Spouse or the Spouse has remarried
entitled to receive a benefit but there are one or
more Minor Children, an amount equal to fifty
percent of the benefit which was or would have
been payable to the Retired Participant's Spouse
entitled to receive a benefit shall be divided
equally among the Minor Children, and such fifty
percent of the benefit shall be payable through
the month in which the last of the Minor Children
reach their majority or decease. The share of any
child who reaches majority shall thereafter be
divided equally among any remaining Minor
Children.
The amount of monthly benefit payable to the
surviving Spouse shall be equal to fifteen percent of
the Retired Participant's Final Average Pay if such
Retired Participant was a member of the Core
Management Group and ten percent of the Retired
Participant's Final Average Pay if not a member of
the Core Management Group.
(c) Waiver of Coverage
An Active Participant who is age 60 or older as of
June 30, 1986 may elect in writing, prior to such
date, to waive the coverage described in subsection
(b) above. If such waiver is elected, such
Participant shall be eligible for the benefits
described in Section 3.4.
3.3 Disability of Active Participant
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Upon the disability of an Active Participant such that he or she
is entitled to benefits under the Borden, Inc. Long Term
Disability Benefits Plan ("LTD Plan"), a benefit shall be payable
under this Plan, in the same manner and under the same conditions
as that payable under Schedule I of the LTD Plan. The amount of
benefit payable under this Plan shall be the difference between
the benefit payable under the LTD Plan and what would have been
payable under the LTD Plan had the maximums referred to in
Schedule I been as follow:
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where stated where stated
maximum is maximum is
$3,000 $2,250
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If Active Participant
is a member of the
Core Management Group $6,000 $4,500
All other Participants $4,000 $3,000
3.4 Survivor Accumulation Account
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All Active Participants who are under the age of 60 as of June
30, 1986, and all Active Participants who, in accordance with
subsection 3.3(c), elect to waive the coverage described in
subsection 3.3(b) shall be entitled to have Survivor Accumulation
Credits established on their behalf. The Credits shall be equal
to 1% (2% for periods of employment as a member of the Core
Management Group) of Compensation as recognized under the Borden
RSP, credited on a monthly basis. The aggregate amount of
Credits, together with "deemed earnings" on such Credits, to the
extent vested, shall be paid to the participant or his or her
beneficiary, as applicable, from the general assets of the
Corporation in accordance with Section 5.1 in a lump sum at the
time of the Participant's termination of employment. "Deemed
earnings" for Survivor Accumulation Credits shall be earnings at
the rate of investment return on Fund A under the Borden RSP. A
bookkeeping account ("Survivor Accumulation Account") shall be
maintained for each affected Participant to record the amount of
such Survivor Accumulation Credits. Vesting in the Survivor
Accumulation Account shall be the same as if such Account were a
benefit under Section A3.2 of the Borden ERIP.
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3.5 Medical Accumulation Account
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An Active Participant who is a member of the Core Management
Group shall be entitled to have Medical Accumulation Credits
established on his or her behalf, unless he or she shall have
elected to participate in the Corporation's Executive Health Care
Plan. The Credits shall be equal to $350 for each month as an
Active Participant and member of the Core Management Group. The
aggregate amount of Credits, together with "deemed earnings" on
such Credits, shall be paid to the participant or his or her
beneficiary, as applicable, from the general assets of the
Corporation in accordance with Section 5.1 in a lump sum at the
time of the Participant's termination of employment. "Deemed
earnings" for Medical Accumulation Credits shall be earnings at
the rate of investment return on Fund A under the Borden RSP. A
bookkeeping account ("Medical Accumulation Account") shall be
maintained for each affected Participant to record the amount of
such Medical Accumulation Credits. Participants shall always be
100% vested in the value of their Medical Accumulation Account.
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SECTION FOUR
Events Causing Loss of Coverage or Benefits
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4.1 Loss of Coverage for Retired Participants
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Coverage under the Plan of a Retired Participant shall be
contingent upon such Retired Participant's:
(i) refraining, after the expiration of a period of
thirty days from the mailing to him or her of written
notice from the Corporation of a direction to do so,
from engaging in the operation or management of a
business, whether as owner, stockholder, partner,
officer, employee or otherwise, which at the time of
his or her retirement shall be in competition with
any member of the Corporate Group;
(ii) refraining from disclosing to unauthorized persons
information relative to the business of any member of
the Corporate Group which he or she shall have reason
to believe is confidential; and
(iii) refraining from otherwise acting or conducting
himself or herself in a manner which a reasonable
business person would find to be inimical or contrary
to the best interests of the Corporate Group.
In the event that the Retired Participant shall fail to comply
with the provisions of this Section 4.1, his or her coverage
under this Plan shall cease and no benefits shall be payable upon
the death of such Retired Participant.
4.2 Remarriage of Surviving Spouse
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All monthly benefit payments to the surviving spouse of a
Participant who either died or retired prior to attaining age
65 shall cease upon the remarriage of such Spouse. If there are
Minor Children of the Participant at the time of such
disqualifying remarriage payments shall be made to such Minor
Children in accordance with the provisions of Section 3.1 and 3.2
until they reach their majority or decease.
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SECTION FIVE
Administration
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5.1 Payment of Benefits
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All benefits payable under the Plan shall be paid by the
Corporation from the general assets of the Corporation; provided,
however, that:
(a) The Corporation shall make no provision for the
funding of any benefits payable hereunder.
(b) In the event that the Corporation shall decide to
establish an advance accrual reserve on its books
against the future expense of benefit payments, such
reserve shall not under any circumstances be deemed
to be an asset of this Plan but, at all times, shall
remain a part of the general assets of the
Corporation, subject to claims of the Corporation's
creditors.
(c) Subject to the provisions of subsections (d) and (e)
below, a person entitled to a benefit hereunder shall
have a claim upon the Corporation only to the extent
of the monthly payments thereof, if any, due up to
and including the then current month and shall not
have a claim against the Corporation for any
subsequent monthly payment unless and until such
payment shall become due and payable.
(d) Notwithstanding any other provision hereof, all
benefits which are being paid, or are then payable
hereunder, the amount of all Survivor Accumulation
Accounts and Medical Accumulation Accounts, and the
value of reversionary annuities with respect to then
Retired Participants shall become immediately due and
payable to a surviving Spouse or Minor Children or to
the Active or Retired Participant, as applicable, in
a lump sum if: (i) the Corporation refuses to make
any payments due hereunder; (ii) the Corporation
makes a general assignment for the benefit of
creditors; (iii) any proceedings under the Bankruptcy
Act are instituted by the Corporation or, if
instituted against the Corporation, is consented to
or acquiesced in by it or remains undismissed for 60
days; or (iv) a receiver or trustee in bankruptcy is
appointed for the Corporation. In addition, in the
event of any such proceeding by or against the
Corporation under the Bankruptcy Act, or any such
assignment, a surviving Spouse, Minor Child or Active
or Retired Participant shall be entitled to prove a
claim for any unpaid portion of the benefit provided
hereunder and,
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if the claim is not discharged in full in any
such proceeding, or assignment, it will survive any
discharge of the Corporation under any such proceeding
or assignment. The present actuarial value of the
Accrued Supplemental Benefit shall be calculated on the
basis of the 1976-80 GAM Mortality Table and an
interest rate, compounded monthly, equal to the yield
of the most recently issued 30-year maturity U.S.
Treasury issue as reported as of the business day on
which the valuation is performed as published in the
Midwest edition of the WALL STREET JOURNAL. If the
valuation is not performed on a business day, the
immediately preceding business day report shall be used
for the purposes of determining the interest rate to be
used in the valuation.
(e) In the event of the application of subsection (d)
above, a representative of the affected surviving
Spouses, Minor Children and Active and Retired
Participants (collectively) shall be appointed to
pursue their respective claims against the
Corporation.
5.2 Plan Administration
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The Corporation shall be the "Administrator" of the Plan within
the meaning of the Employee Retirement Income Security Act of
1974 and shall have the exclusive right to interpret the Plan.
The decisions, actions and records of the Corporation shall be
conclusive and binding upon the Corporation, the Corporate Group,
and all persons having or claiming to have any right or interest
in or under the Plan.
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SECTION SIX
Amendment and Termination
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6.1 Amendment of the Plan
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The Plan may be wholly or partially amended or otherwise modified
at any time by the Board of Directors.
6.2 Termination of the Plan
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The Plan may be terminated at any time by the Board of Directors.
6.3 No Impairment Benefits
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Notwithstanding the provisions of Sections 6.1 and 6.2, no
amendment or termination of the Plan shall impair the rights to
benefits hereunder for surviving Spouses or Minor Children or
Active Participants in receipt of (or entitled to) benefits at
the date of amendment or termination and the rights to benefits
with respect to those who are Retired Participants at the date of
such amendment or termination.
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