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EXHIBIT 10.5
CALIBER SYSTEM, INC.
RETIREMENT PLAN FOR NONEMPLOYEE DIRECTORS
(As Amended as of May 8, 1996)
ARTICLE I
PURPOSE
The purpose of the Caliber System, Inc. Retirement Plan for
Nonemployee Directors (the Plan) is to provide a retirement benefit to
nonemployee Directors of Caliber System, Inc. (formerly Roadway Services, Inc.)
for service prior to July 1, 1996.
ARTICLE II
DEFINITIONS
For the purposes of the Plan, the following words and phrases
shall have the meanings indicated:
2.1 Board. Board means the Board of Directors of the Company.
2.2 Company. Company means Caliber System, Inc., an
Ohio corporation, and any successor thereto.
2.3 Credited Service. Credited Service means all service prior
to July 1, 1996 as a Director of the Company or of its predecessor, Roadway
Express, including service as a Director prior to the Effective Date.
2.4 Director. Director means a member or former
member of the Board who is not and has never been an employee of
the Company or any of its subsidiaries.
2.5 Effective Date. Effective Date of the Plan means January
1, 1989.
2.6 Plan Administrator. Plan Administrator means the Treasurer
of the Company or any other officer designated by the chief executive officer of
the Company to serve as administrator of the Plan.
2.7 Retainer. Retainer means the annual fees payable in cash
for service as a Director, but excluding meeting fees, fees paid for service on
Committees of the Board and expense reimbursement; provided, however, that for
all years after 1995, Retainer shall mean $18,000.
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2.8 Stock Equivalent Benefit. An annual benefit payable in
cash equal to the fair market value of 300 shares of the Company's common stock,
as determined and redetermined annually by the Plan Administrator, as of
December 31 of the year preceding each year in which payment of a Stock
Equivalent Benefit is to be made. Notwithstanding the foregoing, in 1996 up to
one-third of the Stock Equivalent Benefit may be paid in shares of the Company's
common stock.
ARTICLE III
PARTICIPATION
All persons who are Directors on or after the Effective Date
shall be eligible to participate in the Plan; provided, however, that no person
who first becomes a Director after June 30, 1996 shall be eligible to
participate in the Plan. Each such person shall be deemed a participant in the
Plan unless he or she delivers written notice to the Company that he or she does
not wish to participate.
ARTICLE IV
PLAN BENEFITS
The annual amount of the benefit payable under the Plan shall
be the sum of (a) $18,000, plus (b) in the case of a former Director with 5 or
more years of Credited Service, a Stock Equivalent Benefit. Such annual benefit
shall be paid to the former Director, or his or her surviving spouse, if
applicable, in quarterly installments on the last day of each calendar quarter
commencing with the first full calendar quarter following his or her termination
of service as a Director for any reason, including death, provided that a
Director may elect, by notice in writing delivered to the Company within 30 days
after his or her election to the Board, to defer the commencement of payment of
benefits hereunder until he or she reaches a specified age (if later than the
date of termination of service as Director).
ARTICLE V
DURATION OF BENEFITS
Subject to Article VI, quarterly benefit payments under the
Plan shall continue during the joint lives of the former Director and his or her
surviving spouse until the aggregate number of such payments equals the total
number of quarters of Credited Service by the individual as a Director, except
that the Stock Equivalent Benefit shall continue for at least 32 quarters so
long as the former Director or his or her spouse shall survive.
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ARTICLE VI
SUSPENSION OF BENEFITS
If a former Director who is receiving benefits under the Plan
returns to service as a Director, payment of benefits under the Plan shall be
suspended during such service and shall commence again on the last day of the
first full calendar quarter following the date on which such subsequent service
terminates. Other provisions of the Plan notwithstanding, the total number of
quarterly benefit payments hereunder to a former Director and his or her
surviving spouse, including payments both before and after a period of
subsequent service, shall not exceed the applicable maximum number specified in
Article V.
ARTICLE VII
EMPLOYMENT BY THE COMPANY
If a Director or former Director becomes an employee of the
Company or any of its subsidiaries, benefit payments under the Plan shall cease,
and such individual shall have no right to any further benefits under the Plan.
ARTICLE VIII
FUNDING
Neither participants, nor their surviving spouses, nor their
heirs, successors or assigns, shall have any secured interest or claim in any
property or assets of the Company. The Company's obligation under the Plan shall
be merely that of an unfunded and unsecured promise of the Company to pay money
in the future. The Company may create a trust to hold funds to be used in
payment of its obligations under the Plan, and may fund such trust, provided
that any funds contained therein shall remain liable for the claims of the
Company's general creditors.
ARTICLE IX
ADMINISTRATION
The Plan Administrator shall have full power and authority to
administer the Plan, including the power to promulgate rules of Plan
administration, the power to settle any disputes as to rights or benefits
arising from the Plan, the power to appoint agents and delegate duties, and the
power to make such decisions or take such action as the Plan Administrator, in
his or her sole discretion, deems necessary or advisable to aid in the proper
administration of the Plan.
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ARTICLE X
ALIENATION OF BENEFITS
No right or interest under the Plan of a participant (or any
person claiming through or under him or her), other than the surviving spouse of
any deceased participant, shall be assignable or transferable in any manner or
be subject to alienation, anticipation, sale, pledge, encumbrance or other legal
process or in any manner be liable for or subject to the debts or liabilities of
any such participant. If any participant or such other person (other than the
surviving spouse of any deceased participant) shall attempt to or shall
transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his
or her benefits hereunder or any part thereof, or if by reason of his or her
bankruptcy or other event happening at any time such benefits would devolve upon
anyone else or would not be enjoyed by him or her, then the Plan Administrator,
in his or her discretion, may terminate his or her interest in any such benefit
to the extent the Plan Administrator considers necessary or advisable to prevent
or limit the effects of such occurrence. Termination shall be effected by filing
a written "termination declaration" with the Secretary of the Company and making
reasonable efforts to deliver a copy to the participant whose interest is
adversely affected (the Terminated Participant).
As long as the Terminated Participant is alive, any benefits
affected by the termination shall be retained by the Company and, in the Plan
Administrator's sole and absolute judgment, may be paid to or expended for the
benefit of the Terminated Participant, his or her spouse, his or her children or
any other person or persons in fact dependent upon him or her in such a manner
as the Committee shall deem proper. Upon the death of the Terminated
Participant, all benefits withheld from him or her and not paid to others in
accordance with the preceding sentence shall be disposed of according to the
provisions of the Plan that would apply if he or she died prior to the time that
all benefits to which he or she was entitled were paid to him or her.
ARTICLE XI
MISCELLANEOUS
11.1 Withholding. The Company shall deduct from the amount of
any payments hereunder all taxes and other amounts required to be withheld by
applicable laws.
11.2 Governing Law. The provisions of the Plan shall be
construed and interpreted according to the laws of the State of Ohio.
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11.3 Amendment; Termination. The Board at any time may amend
or modify in any respect or terminate the Plan, provided that no such amendment,
modification or termination shall adversely affect any rights to benefits under
the Plan relating to Credited Service prior to the effective date of such
amendment, modification or termination without the consent of the Director
affected thereby.
11.4 Captions. The captions contained herein are for
convenience only and shall not control or affect the meaning or construction
hereof.
11.5 Successors. The provisions of the Plan shall bind and
inure to the benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Company and
successors of any such corporation or other business entity.
11.6 Right to Continued Service. Nothing contained
herein shall be construed to confer upon any Director the right
to continue to serve as a Director of the Company or in any other
capacity.
11.7 Adjustment of Stock Equivalent Benefit. The Plan
Administrator shall make or provide for such adjustments in the number and kind
of shares of stock specified in Section 2.8 hereof as may be equitably required
to prevent dilution or enlargement of the benefits payable under the Plan that
otherwise would result from (a) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
or issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Plan Administrator,
with the approval of the Board, in his or her discretion, may provide in
substitution for the Stock Equivalent Benefit such alternative consideration as
he or she, in good faith, may determine to be equitable in the circumstances.
Notwithstanding the foregoing, no adjustment in the number or kind of shares
shall be made hereunder as a result of the spin-off on January 2, 1996 of
Roadway Express, Inc.
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