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Exhibit 10.7(b)
CALIBER SYSTEM, INC.
401(a)(17) BENEFIT PLAN
(Amended and Restated Effective January 2, 1996)
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CALIBER SYSTEM, INC. 401(a)(17) BENEFIT PLAN
(Amended and Restated Effective January 2, 1996)
TABLE OF CONTENTS
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Page
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ARTICLE I DEFINITIONS 1
1.1 Generally.................................. 1
1.2 Account.................................... 2
1.3 Accrued Benefit............................ 2
1.4 Employer................................... 2
1.5 401(a)(17) Benefit......................... 3
1.6 Participant................................ 3
1.7 Pension Plan............................... 3
1.8 Spouse..................................... 3
1.9 Valuation Date............................. 3
ARTICLE II 401(a)(17) BENEFITS 4
2.1 Amount of Benefit.......................... 4
2.2 Manner and Time of Payment................. 5
2.3 Liability for Payment...................... 7
2.4 Eligibility for Benefit.................... 7
2.5 Payment to Guardian........................ 7
2.6 Effect on other Benefits................... 7
2.7 Effect of Termination of 401(a)(17)
Benefit Plan............................. 7
ARTICLE III PARTICIPANT'S ACCOUNT 8
3.1 Generally.................................. 8
3.2 Limitation on Rights of Participants
and Spouses.............................. 9
ARTICLE IV VESTING 9
ARTICLE V METHOD OF FUNDING 9
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CALIBER SYSTEM, INC.
401(a)(17) BENEFIT PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 2, 1996)
Caliber System, Inc. (the "Company"), the successor to Roadway Services,
Inc., hereby amends and restates the Roadway Services, Inc. 401(a)(17) Benefit
Plan to reflect the change of the Company's name. The purpose of this 401(a)(17)
Benefit Plan is to provide to certain of the highly compensated employees of the
Company and of certain other Employers benefits they would receive under the
terms of certain defined benefit pension plans of the Controlled Group but for
the limit on the amount of compensation that may be taken into account under
such Pension Plans due to the application of Section 401(a)(17) of the Code.
This 401(a)(17) Benefit Plan includes the Caliber System, Inc. Administrative
Document for Excess Plan and 401(a)(17) Benefit Plan (the "Administrative
Document"), which is incorporated herein by reference.
ARTICLE I
DEFINITIONS
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1.1. Generally
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The following words and phrases shall have the same meanings
as specified in the applicable Pension Plan, as it may be amended from time to
time, unless the context clearly requires otherwise:
"Actuarial (or Actuarially) Equivalent"
"Actuary"
"Code"
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"Employee"
"Pension Commencement Date"
"Plan Year"
The following words and phrases shall have the same meaning as
specified in the Administrative Document, as it may be amended from time to
time, unless the context clearly requires otherwise:
"Board"
"Committee"
"Controlled Group" or "Controlled Group Members"
"Effective Date"
"Excess Plan"
"401(a)(17) Benefit Plan"
"Plans"
In addition, for purposes of this 401(a)(17) Benefit Plan, the
following words and phrases shall have the meanings hereinafter indicated unless
the context clearly indicates otherwise:
1.2. Account
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"Account" means the record maintained in accordance with
Article III by the Company for each Participant.
1.3. Accrued Benefit
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"Accrued Benefit" of a Participant as of any date, hereinafter
called an "accrual date," equals the amount of 401(a)(17) Benefit to which the
Participant would be entitled under Section 2.1 if he terminated his employment
with the Controlled Group on the accrual date.
1.4. Employer
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"Employer" means the Company and any other Controlled Group
Member that adopts this 401(a)(17) Benefit Plan in accordance with Section 7.7
of the Administrative Document.
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1.5. 401(a)(17) Benefit
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"401(a)(17) Benefit" means the monthly benefit payable to or
with respect to a Participant and/or his Spouse under Article II.
1.6. Participant
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"Participant" means an Employee who (i) is participating in
one or more Pension Plans whose benefits thereunder are limited by Section
401(a)(17) of the Code, (ii) is selected by the Company for participation in
this 401(a)(17) Benefit Plan, and (iii) retires from an Employer on or after the
Effective Date.
1.7. Pension Plan
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"Pension Plan" means, with respect to any Participant, the
defined benefit pension plan(s) specified on Exhibit A hereto (which is
incorporated herein by reference) in which he participates.
1.8. Spouse
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"Spouse" shall mean the deceased Participant's surviving
spouse if such person married such Participant at least one (1) year prior to
his death.
1.9. Valuation Date
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"Valuation Date" shall mean the last day of each calendar year
or such other dates as may be established by the Company.
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ARTICLE II
401(a)(17) BENEFITS
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2.1. Amount of Benefit
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(a) PARTICIPANTS IN A SINGLE PENSION PLAN. The 401(a)(17)
Benefit payable to or with respect to a Participant for any month of any Plan
Year shall be an amount equal to the excess, if any, of (i) the amount of the
monthly benefit, expressed as a single life annuity commencing as of the
Participant's Pension Commencement Date, or, if the Participant is married on
his Pension Commencement Date, expressed as a 100% joint and survivor annuity
in an Actuarially Equivalent amount commencing on the Participant's Pension
Commencement Date, that would be payable to or with respect to the Participant
under the Pension Plan if the Pension Plan did not contain limitations pursuant
to Sections 415 and 401(a)(17) of the Code, over (ii) the sum of (A) the amount
of the monthly benefit payable on the same basis to or with respect to the
Participant under such Pension Plan for such month and (B) the amount payable
to or with respect to the Participant under the Excess Plan for such month.
Such 401(a)(17) Benefit shall reflect any adjustments under such Pension Plan
because of the Participant's determination not to elect to waive any qualified
pre-retirement survivor annuity.
(b) PARTICIPANTS IN MULTIPLE PENSION PLANS. If a person has
been a Participant in more than one Pension Plan, his 401(a)(17) Benefit for
any month of any Plan Year shall be an amount equal to the excess, if any, of
(i) the largest amount of monthly benefits to which he or his Beneficiary would
be entitled
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under any of the Pension Plans for such Plan Year if the Pension Plans did not
contain limitations pursuant to Sections 401(a)(17) and 415 of the Code, over
(ii) the amount of benefits in fact payable to the Participant or his
Beneficiary under all of the Pension Plans and the Excess Plan for such month,
and computed and adjusted as provided in Section 2.1(a).
(c) PRE-RETIREMENT SURVIVOR ANNUITY. If a married participant
dies before his Pension Commencement Date, and has a Spouse entitled to a
qualified pre-retirement survivor annuity under any Pension Plan, such Spouse
shall receive a pre-retirement survivor annuity based on the 401(a)(17) Benefit
computed and adjusted as provided in Section 2.1(a) and (b) to which the
Participant would be entitled. Such pre-retirement survivor annuity shall be
payable at the same time and in the same manner as the qualified pre-retirement
survivor annuity.
2.2. Manner and Time of Payment
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(a) MANNER OF PAYMENT. The 401(a)(17) Benefit in the amount
determined from time to time under Section 2.1 shall be payable monthly to a
Participant for the life of the Participant, commencing as of the Participant's
Pension Commencement Date; provided, however, for a married Participant, the
401(a)(17) Benefit, in an Actuarially Equivalent amount, shall be payable
monthly to the Participant as an annuity for the life of the Participant, with
a survivor annuity for the life of the Spouse, which is one hundred percent
(100%) of the amount of the annuity payable during the joint lives of the
Participant and the Spouse.
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(b) Time of Payment.
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(i) The first monthly payment of a 401(a)(17) Benefit
to a retired Participant entitled to such benefit shall be payable as of the
first day of the first calendar month after such Participant shall have become
entitled thereto pursuant to the provisions of the Pension Plan and this
401(a)(17) Benefit Plan, and each subsequent monthly payment of such benefit
shall be payable as of the first day of each calendar month thereafter during
his lifetime, ceasing with the payment made as of the first day of the calendar
month in which the death of such Participant occurs. Any survivorship benefit
shall be paid in the same manner, beginning the month following the month during
which the death of such retired Participant occurs and continuing until such
Spouse dies.
(ii) The 401(a)(17) Benefit of any retired Participant receiving a
retirement benefit shall terminate as of the date of his re-employment if such
retired Participant is re-employed by an Employer and, upon his subsequent
retirement pursuant to the provisions of the Pension Plan after any period of
such re-employment, such Participant shall thereupon be eligible for the
401(a)(17) Benefit then in effect, pursuant to the provisions of this 401(a)(17)
Benefit Plan, with such adjustments in the amount of such benefit as may be
necessary to reflect actuarially the value of any 401(a)(17) Benefit previously
paid such Participant under this 401(a)(17) Benefit Plan.
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2.3. Liability for Payment
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The Company shall pay the 401(a)(17) Benefit to the
Participant and/or his Beneficiary.
2.4. Eligibility for Benefit
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Each Participant shall be eligible for a 401(a)(17)
Benefit.
2.5. Payment to Guardian
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If a benefit payable hereunder is payable to a minor, to a
person declared incompetent or to a person incapable of handling the disposition
of his property, the Company may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or person. The Company may require such proof of incompetency,
minority, incapacity or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Company from all liability with respect to such benefit.
2.6. Effect on other Benefits
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Benefits payable to or with respect to a Participant under the
Pension Plans, the Excess Plan or any other Company-sponsored (qualified or
nonqualified) plan, if any, are in addition to those provided under this
401(a)(17) Benefit Plan.
2.7. Effect of Termination of 401(a)(17) Benefit Plan
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Notwithstanding anything in this 401(a)(17) Benefit Plan to
the contrary, in the event of a termination of the 401(a)(17) Benefit Plan, the
Company, in its sole and absolute discretion, shall have the right to change the
time and/or manner
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of distribution of Participants' 401(a)(17) Benefits, including, without
limitation, by providing for the satisfaction of the Company's obligation to pay
401(a)(17) Benefits by payment of a single lump sum payment to each Participant
or Spouse then entitled to a 401(a)(17) Benefit in an amount equal to the
Actuarially Equivalent present value of such 401(a)(17) Benefit, provided that
the Company may not diminish the value of the 401(a)(17) Benefit payable to any
Participant or Spouse hereunder.
ARTICLE III
PARTICIPANT'S ACCOUNT
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3.1. Generally
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The Company, through its accounting records, shall establish
an Account for each Participant to reflect the value of the Participant's
401(a)(17) Benefit under this 401(a)(17) Benefit Plan. The Accounts established
hereunder shall be segregated from other accounts on the books and records of
the Company as a contingent liability of the Company to Participants. As of each
Valuation Date, the Company shall credit each Participant's Account with the
increase in the Actuarially Equivalent present value of the Participant's
Accrued Benefit since the preceding Valuation Date and shall debit from the
Participant's Account any decrease in such Actuarially Equivalent present value
and the amount of any payments of a 401(a)(17) Benefit since the preceding
Valuation Date. The amount of such credits and/or debits shall be determined by
the Company.
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3.2. Limitation on Rights of Participants and Spouses
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The establishment of each Participant's Account hereunder is
solely for the Company's convenience in administering the 401(a)(17) Benefit
Plan. Amounts "credited" to the Account shall continue for all purposes to be
part of the general funds of the Company. Each Participant's Account is merely a
record of the value of the Company's unsecured contractual obligation to the
Participant and his Spouse under the 401(a)(17) Benefit Plan.
ARTICLE IV
VESTING
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Anything herein to the contrary notwithstanding, except as
otherwise provided in Section 5.3(b) of the Administrative Document or Article
VI of the Administrative Document, 401(a)(17) Benefits of Participants who are
vested under the Pension Plan shall at all times be fully vested.
ARTICLE V
METHOD OF FUNDING
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The obligation of the Company hereunder shall be a general
unfunded and unsecured obligation of the Company only. It is not intended hereby
to establish a fund to provide for the payment of 401(a)(17) Benefits or to
create a trust or lien (equitable or otherwise) for the benefit of any
Participant, Spouse or any other person.
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IN WITNESS WHEREOF, the Caliber System, Inc. 401(a)(17)
Benefit Plan, as amended and restated effective as of January 2, 1996, is
executed on behalf of the Company by its authorized officer this ___st day of
______________, 1996, effective as of the Effective Date.
CALIBER SYSTEM, INC.
By:
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Its:
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EXHIBIT A
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1. CALIBER SYSTEM, INC.
PENSION PLAN AND TRUST (AMENDED AND RESTATED)