EXHIBIT 10(g)(1)
NONQUALIFIED DEFERRED COMPENSATION PLAN
OF
VANGUARD CELLULAR FINANCIAL CORP.
TABLE OF CONTENTS
NONQUALIFIED DEFERRED COMPENSATION PLAN
Page
Section 1. Purpose.................................................................................................. 1
Section 2. Definitions.............................................................................................. 1
Section 3. Credits to Deferred Compensation Account and Employer
Supplemental Account................................................................................... 3
3.1 Salary Reduction Credits............................................................................. 3
3.2 Employer Matching Credits............................................................................ 3
3.3 Employer Profit-Sharing Credits...................................................................... 4
Section 4. Payment of Accrued Benefits.............................................................................. 4
4.1 Normal Retirement Date............................................................................... 4
4.2 Termination of Service............................................................................... 4
4.3 Payment of benefit by reason of death................................................................ 4
4.4 Prepayment........................................................................................... 4
4.5 Distribution for Unforeseeable Emergency............................................................. 4
4.6 In-service distributions............................................................................. 5
Section 5. Vesting.................................................................................................. 6
Section 6. Accounts; Adjustment of Accounts......................................................................... 6
Section 7. Administration by Committee.............................................................................. 7
Section 8. No Trust................................................................................................. 8
Section 9. Allocation of Responsibilities........................................................................... 8
Section 10. Benefits Not Assignable; Facility of Payments............................................................ 8
Section 11. Beneficiary.............................................................................................. 9
Section 12. Amendment and Termination of Plan........................................................................ 9
Section 13. Communication to Participants............................................................................ 9
Section 14. Claims Procedure......................................................................................... 9
Section 15. Miscellaneous Provisions................................................................................. 10
15.1 Setoff.............................................................................................. 10
15.2 Notices............................................................................................. 10
15.3 Lost distributees................................................................................... 10
15.4 Reliance on data.................................................................................... 10
15.5 Receipt and release for payments.................................................................... 10
15.6 Headings............................................................................................ 11
15.7 Continuation of employment.......................................................................... 11
15.8 Merger or consolidation............................................................................. 11
15.9 Withholding......................................................................................... 11
15.10 Construction....................................................................................... 11
NONQUALIFIED DEFERRED COMPENSATION PLAN
OF
VANGUARD CELLULAR FINANCIAL CORP.
Section 1. Purpose:
Vanguard Cellular Financial Corp. (the "Employer") hereby establishes this
Nonqualified Deferred Compensation Plan (the "Plan"), effective January 1, 1997
(the "Effective Date"), to permit certain selected management and highly
compensated Employees of the Employer to defer receipt of current compensation
from the Employer in order to provide retirement and death benefits on behalf of
such Employees.
The Employer retains the discretion to enhance these benefits through
supplemental Employer credits under the Plan. The Plan is not intended to be a
tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code
of 1986, as amended. The Plan is intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation benefits for a
select group of management or highly compensated employees under Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974 ("ERISA").
Section 2. Definitions:
As used in the Plan, including this Section 2, references to one gender
shall include the other and, unless otherwise indicated by the context:
2.1 "Accrued Benefit" shall mean, with respect to each Participant, the sum
of the balances credited to his Deferred Compensation Account and his Employer
Supplemental Account as of the applicable Adjustment Date, following adjustment
to such accounts as of such Adjustment Date as provided in Section 6, and after
reducing such accounts for distributions provided for under Section 4.
2.2 "Active Participant" shall mean, with respect to any day or date, a
Participant who is in Service status on such day or date; provided, that a
Participant who is in Service status shall cease to be an Active Participant
immediately upon a determination by the Committee that the Participant has
ceased to be an Eligible Employee.
2.3 "Adjustment Date" shall mean the last day of each calendar quarter
during a Plan Year, and such other dates as the Committee may select from time
to time.
2.4 "Beneficiary" shall mean the person, persons, entity or entities
designated or determined pursuant to the provisions of Section 11 of the Plan.
2.5 "Board" shall mean the Board of Directors of the Employer or such
committee of the Board to which the Board shall assign all or part of its duties
and powers under the plan.
2.6 "Committee" shall mean the administrative committee provided for in
Section 7.
2.7 "Compensation" shall mean all remuneration payable by the Employer to
an Employee during the Plan Year for services rendered as reported or reportable
for federal income tax withholding purposes on Form W-2 for the calendar year
corresponding to the Plan Year, including bonuses, commissions and automobile
allowances, but excluding other amounts paid to an Employee as an allowance or
reimbursement for travel or relocation expenses. Notwithstanding the foregoing,
Compensation shall include Salary Reduction Credits under this Plan, and any
salary deferral contributions and salary reduction contributions made to any
other retirement plan or welfare benefit plan maintained by the Employer and
which are not includible in the gross income of the Employee under Sections 125,
402(a)(8), 402(h) or 403(b) of the Code.
2.8 "Deferred Compensation Account" shall mean the separate account to be
kept for each Participant, as described in Section 3.1, to which Salary
Reduction Credits shall be credited.
2.9 "Totally Disabled" shall have the same meaning as in the 401(k) Plan.
2.10 "Early Retirement Date" shall have the same meaning as in the 401(k)
Plan.
2.11 "Eligible Employee" shall mean each Employee who is determined by the
Committee to be a highly compensated or management Employee and who is selected
by the Committee to participate in the Plan. An Employee shall cease to be an
Eligible Employee immediately upon the first to occur of the following: (i) the
Employee's termination of Service; (ii) a determination by the Committee, in its
sole discretion, that the Employee no longer is a highly compensated or
management
1
Employee; or (iii) a determination by the Committee, in its sole discretion, and
for any reason whatsoever, that the Employee shall no longer be selected to
participate in the Plan.
2.12 "Employee" shall mean an individual in the Service of the Employer if
the relationship between the individual and the Employer is the legal
relationship of employer and employee or as otherwise agreed to by the Employer
and said individual.
2.13 "Employer" shall mean Vanguard Cellular Financial Corp., a North
Carolina corporation with its principal offices in Greensboro, Guilford County,
North Carolina, or any successor thereto by merger, consolidation or otherwise,
and any affiliates of Vanguard Cellular Financial Corp. which adopt this Plan
through a written adoption agreement approved by the Board.
2.14 "Employer Matching Credits" shall mean credits to a Participant's
Employer Supplemental Account by the Employer pursuant to the provisions of
Section 3.2.
2.15 "Employer Supplemental Account" shall mean the separate bookkeeping
account to be kept for each Participant, as described in Sections 3.2, 3.3 and
6.2, to which Employer Matching Credits and Employer Supplemental Credits shall
be credited.
2.16 "Employer Supplemental Credits" shall mean credits to a Participant's
Employer Supplemental Account by the Employer pursuant to the provisions of
Section 3.3.
2.17 "401(k) Plan" shall mean the Vanguard Cellular Financial Corp.401(k)
Salary Savings Plan (formerly known as the Vanguard Cellular Systems, Inc.
401(k) Salary Savings Plan) maintained by the Employer, as amended from time to
time.
2.18 "Normal Retirement Age" and "Normal Retirement Date" of a Participant
shall have the same meaning as set forth in the 401(k) Plan.
2.19 "Participant" shall mean with respect to any Plan Year an Eligible
Employee who has entered the Plan and any other Employee who has an Accrued
Benefit under the Plan. An Eligible Employee who has not otherwise entered the
Plan shall enter the Plan and become a Participant as of the date determined by
the Committee. A Participant who separates from Service and who later returns to
Service will not be eligible to defer Compensation or receive Employer Matching
Credits or Employer Supplemental Credits under the Plan except upon satisfaction
of such terms and conditions as the Committee shall establish upon the
Participant's return to Service, whether or not the Participant shall have an
Accrued Benefit remaining under the Plan on the date of his return to Service.
2.20 "Plan" shall mean this Nonqualified Deferred Compensation Plan of
Vanguard Cellular Financial Corp., as herein set out or as duly amended.
2.21 "Plan Year" shall mean the twelve-month period beginning January 1 and
ending December 31.
2.22 "Retire" or "retirement" shall mean retirement within the meaning of
Section 4.1.
2.23 "Salary Reduction Agreement" shall mean a written agreement entered
into between a Participant and the Employer pursuant to the provisions of
Section 3.1. Each Participant under the Plan shall execute a Salary Reduction
Agreement and the terms and conditions of the Plan shall be incorporated by
reference into said Salary Reduction Agreement.
2.24 "Salary Reduction Credits" shall mean the amounts credited to the
Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 3.1.
2.25 "Service" shall mean employment by the Employer as an employee or as
otherwise agreed to by the Employer and said individual.
2.26 "Spouse" or "surviving spouse" shall mean, except as otherwise
provided in the Plan, the legally married spouse or surviving spouse of a
Participant.
2.27 "Termination Adjustment Date" shall mean the Adjustment Date
coincident with or next following the date as of which a Participant terminates
Service for any reason (including retirement or death).
2.28 "Unforeseeable Emergency" shall mean a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent of the Participant, loss of the Participant's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
2
the Participant. The circumstances that will constitute an "Unforeseeable
Emergency" would depend upon the facts of each case, but, in any case, payment
may not be made in the event that such hardship is or may be relieved:
(1) Through reimbursement or compensation by insurance or otherwise,
(2) by liquidation of the Participant's assets, to the extent that
liquidation of such assets would not itself cause severe financial
hardship, or
(3) by revocation of the Participant's Salary Reduction Agreement.
The need to send a Participant's child to college or the desire to purchase a
home shall not be an Unforeseeable Emergency.
2.29 "Vested Accrued Benefit" shall mean, with respect to each Participant,
the sum of the amount credited to his Deferred Compensation Account and the
vested percentage of the amount credited to his Employer Supplemental Account as
of the applicable Adjustment Date, as determined under Section 5, following
adjustment to such accounts as of such Adjustment Date as provided in Section 6.
Section 3. Credits to Deferred Compensation Account and Employer Supplemental
Account:
3.1 Salary Reduction Credits:
3.1.1 Amount of Salary Reduction Credits: Each Active Participant may
elect, by entering into a Salary Reduction Agreement with the Employer, to
reduce his Compensation from the Employer by a dollar amount or percentage
as set forth in such Salary Reduction Agreement. The amount of a
Participant's Salary Reduction Credit shall be credited by the Employer to
the Deferred Compensation Account maintained for the Participant pursuant
to Section 6.
3.1.2 Time for crediting Salary Reduction Credits: The Employer shall
credit the Participant's Deferred Compensation Account as of the end of
each payroll period during which sums are deducted from the Compensation of
said Participant.
3.1.3 Administrative rules governing Salary Reduction Agreements:
(a) An election pursuant to Section 3.1.1 shall be made by the
Participant by executing and delivering a Salary Reduction Agreement to
the Committee. Such Salary Reduction Agreement shall become effective
with respect to such Participant as of the first full regular payroll
period commencing on or immediately following the January 1 next
following the date the Committee receives such Salary Reduction
Agreement; provided, that a Participant who first becomes a Participant
in the Plan during a Plan Year may enter into a Salary Reduction
Agreement to be effective as of the first payroll period next following
the later of the date he enters the Plan or the date the Committee
receives his Salary Reduction Agreement. A Participant's election shall
continue in effect, unless modified or revoked by the Participant in
accordance with Section 3.1.3(b), until the Participant terminates his
Service with the Employer, or, if earlier, until the Participant ceases
to be an Active Participant under the Plan.
(b) A Participant may unilaterally modify a Salary Reduction
Agreement (either to increase or decrease the amount of his future
compensation which is subject to salary reduction, or to terminate
Salary Reduction Credits under the Plan) by providing a written
modification of the Salary Reduction Agreement to the Employer. Except
as set forth in subsection (c) below, a modification or revocation shall
become effective as of the first full payroll period commencing on or
immediately following the January 1 next following the date such written
modification or revocation is received by the Committee.
(c) Notwithstanding the provisions of subsection (b), a Participant
who desires to revoke his Salary Reduction Agreement during a Plan Year
because of an Unforeseeable Emergency may make application to the
Committee for such a revocation. The Committee shall have the sole
discretion, power and authority to approve or deny any such request by a
Participant in accordance with the standards set forth in Section 4.5
for distributions for Unforeseeable Emergencies. A revocation of a
Salary Reduction Agreement for Unforeseeable Emergency shall not be
effective until the first day of the payroll period next following the
Committee's approval of the revocation request and with respect to which
the Participant has not yet rendered services for the Employer.
(d) The Committee may from time to time establish policies or rules
governing the manner in which Salary Reduction Credits may be made.
3.2 Employer Matching Credits: As of each Adjustment Date (the "Current
Adjustment Date"), the Employer may credit to each Active Participant's Employer
Supplemental Account the amount of the Employer Matching Credit under the
3
Plan for the period beginning on the day next following the immediately
preceding Adjustment Date and ending on the Current Adjustment Date (the
"Deferral Period"). The amount of the Employer Matching Credit, if any, with
respect to an Adjustment Date shall be determined by the Board in its sole and
absolute discretion, and shall be announced to the Participants on or before the
first day of each Deferral Period.
3.3 Employer Supplemental Credits: As of any Adjustment Date, the Employer
may credit to the Employer Supplemental Account of each Active Participant an
Employer Supplemental Credit in such amount and on such terms and conditions as
the Board in its sole and absolute discretion shall determine.
Section 4. Payment of Accrued Benefit:
4.1 Normal Retirement Date: A Participant who remains both continuously in
Service through his Normal Retirement Date and an Active Participant in the Plan
through such date, shall be eligible to retire from Service and receive payment
of his Accrued Benefit determined pursuant to the provisions of this Section
4.1. Payment of such Accrued Benefit shall be made or commence as of the first
day of the calendar quarter next following the Termination Adjustment Date
following actual retirement, and, if applicable, on each anniversary of such
date for the remainder of the term certain. If the Participant elects to receive
payment of his Vested Accrued Benefit in annual installments for a term certain,
the amount of each succeeding annual installment shall be adjusted, as of the
Adjustment Date immediately preceding the date as of which such annual
installment shall be paid, for additions to the Participant's Accrued Benefit
pursuant to Section 6. Such adjustment shall be made by dividing the
undistributed Accrued Benefit as of such date (following adjustment as of such
date) by the number of annual installments remaining to be paid hereunder.
4.2 Termination of Service: If the Service of a Participant with the
Employer shall be terminated for any reason other than retirement or death, his
Vested Accrued Benefit, determined as of his Termination Adjustment Date, shall
be paid to him by the Employer pursuant to the terms of the Salary Reduction
Agreement previously executed by said Participant. Payment of such benefit shall
be made or commence as of the first day of the calendar quarter next following
such Termination Adjustment Date, and, if applicable, on each anniversary of
such date for the remainder of the term certain. If payment of the Participant's
Vested Accrued Benefit is paid in annual installments for a term certain, the
amount of each succeeding annual installment shall be adjusted, as of the
Adjustment Date immediately preceding the date as of which such annual
installment shall be paid, for additions to the Vested Accrued Benefit pursuant
to Section 6. Such adjustment shall be made by dividing the amount of his
undistributed Vested Accrued Benefit as of such date (following adjustment as of
such date) by the number of annual installments remaining to be paid hereunder.
4.3 Payment of benefit by reason of death:
4.3.1 If a Participant dies while in Service, the Participant's
Beneficiary shall be entitled to a death benefit pursuant to the terms
elected by the Participant in his Salary Reduction Agreement.
4.3.2 If the Participant dies following his termination of Service and
before receiving all benefits payable to him under the Plan, the balance of
the Participant's Vested Accrued Benefit, determined as of the Adjustment
Date coincident with or next following the date such death occurs, shall be
paid by the Employer to the Participant's Beneficiary in a manner
determined by the Committee, in its discretion, to be consistent with the
terms of the Salary Reduction Agreement previously executed by said
Participant.
4.4 Prepayment: Notwithstanding any other provisions of this Plan, if a
Participant or a Participant's Beneficiary is entitled to receive installment
payments of benefits under the Plan, then, either pursuant to a request in
writing from the Participant or the Beneficiary or on its own accord, the
Committee may, in its sole discretion, direct the Employer to prepay all or any
part of the payments remaining to be made to or on behalf of the Participant or
his Beneficiary, or to shorten the period for the payment of remaining benefits.
The amount of such prepayment shall be in full satisfaction of the Employer's
obligations hereunder. In the event of a partial prepayment, the Committee shall
designate which installments are being prepaid and, if applicable, the accounts
of the Participant from which such prepayments shall be debited. The Committee's
determinations under this Section 4.4 shall be final and conclusive upon all
parties claiming benefits under this Plan.
4.5 Distribution for Unforeseeable Emergency:
4.5.1 A Participant may, at any time prior to the commencement of
payments hereunder, make application to the Committee to receive a payment
in a lump sum of all or a portion of the balance credited to his Deferred
Compensation Account by reason of an Unforeseeable Emergency. The Committee
shall have the sole discretion, power and authority
4
to approve or deny any such request by a Participant. The amount of a
payment on account of an Unforeseeable Emergency shall not exceed the
amount required to meet the immediate financial need created by the
Unforeseable Emergency and not otherwise reasonably available from other
resources of the Participant. The determination of whether a financial need
constitutes an Unforeseeable Emergency shall be made by the Committee in
its sole and absolute discretion, and its decision to grant or deny a
payment on account of an Unforeseeable Emergency shall be final. The
Committee shall apply uniform and nondiscriminatory standards in making its
decision.
4.5.2 The Participant's request for a payment on account of
Unforeseeable Emergency must be made in writing to the Committee. The
request must specify the nature of the Unforeseeable Emergency, the total
amount to be paid and the total amount of the actual expense incurred or to
be incurred on account of the Unforeseeable Emergency.
4.5.3 If a payment under this Section 4.5 is approved, such payment
shall be made by the Employer as of the next following Adjustment Date. The
processing of the request shall be completed as soon as practicable after
the date on which the Committee receives the properly completed written
request for a payment on account of Unforeseeable Emergency. If a
Participant terminates Service after a request is approved in accordance
with this Section 4.5, but prior to distribution of the full amount
approved, the approval of his request shall be automatically void and the
benefits he is entitled to receive under the Plan shall be distributed in
accordance with the applicable payment provisions of the Plan. Only one
payment because of Unforeseeable Emergency shall be made within any Plan
Year.
4.5.4 The Committee may from time to time adopt additional policies or
rules governing the manner in which such payments for Unforeseeable
Emergency may be made so that the Plan may be conveniently administered.
4.6 In-service distributions:
Notwithstanding the other provisions of this Section 4 above, and unless
the Participant otherwise elects in accordance with this Section 4.6, each
Participant's Vested Accrued Benefit shall be distributed to the Participant in
accordance with the following schedule:
4.6.1. Twenty-five percent (25%) of the Participant's undistributed
Vested Accrued Benefit shall be distributed to the Participant on the last
business day of the calendar year which includes the fifth anniversary of
the effective date of the Participant's participation in the Plan; however,
the Participant may elect to defer receipt of this distribution by making a
written election which is delivered to the Committee by the last business
day of the calendar year which includes the third anniversary of the
effective date of the Participant's participation in the Plan.
4.6.2. Twenty-five percent (25%) of the Participant's undistributed
Vested Accrued Benefit shall be distributed to the Participant on the last
business day of the calendar year which includes the tenth anniversary of
the effective date of the Participant's participation in the Plan; however,
the Participant may elect to defer receipt of this distribution by making a
written election which is delivered to the Committee by the last business
day of the calendar year which includes the eighth anniversary of the
effective date of the Participant's participation in the Plan.
4.6.3. Twenty-five percent (25%) of the Participant's undistributed
Vested Accrued Benefit shall be distributed to the Participant on the last
business day of the calendar year which includes the fifteenth anniversary
of the effective date of the Participant's participation in the Plan;
however, the Participant may elect to defer receipt of this distribution by
making a written election which is delivered to the Committee by the last
business day of the calendar year which includes the eighth anniversary of
the effective date of the Participant's participation in the Plan.
4.6.4. Twenty-five percent (25%) of the Participant's undistributed
Vested Accrued Benefit shall be distributed to the Participant on the last
business day of the calendar year which includes the twentieth anniversary
of the effective date of the Participant's participation in the Plan;
however, the Participant may elect to defer receipt of this distribution by
making a written election which is delivered to the Committee by the last
business day of the calendar year which includes the eighteenth anniversary
of the effective date of the Participant's participation in the Plan.
5
Section 5. Vesting/Early Retirement:
5.1 Vesting: The benefit of each Participant in his Deferred Compensation
Account shall be fully vested (that is, nonforfeitable) at all times. The
benefit of each Participant in his Employer Supplemental Account shall be fully
vested upon the first to occur of the following: (i) completion by the
Participant of six (6) years of Service with the Employer; (ii) death of the
Participant while in Service; (iii) the Participant becomes Totally Disabled
while in Service; (iv) attainment by the Participant of Normal Retirement Age
while in Service; (v) upon the consummation of a control share acquisition of
the Employer, as determined under North Carolina General Statute Sec. 55-9A-01;
and (vi) upon the consummation of a sale of all or substantially all of the
Employer's operating assets . A Participant who terminates Service with the
Employer before becoming fully vested in his Employer Supplemental Account shall
be vested in a percentage of such account, determined according to the following
schedule:
Vested
Years of Service Percentage
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
For this purpose, a "year of Service" shall mean each of a Participant's full
years of continuous employment with the Employer.
5.2 Early Retirement Date: Upon actual retirement from Service on or after
a Participant's Early Retirement Date, such Participant shall be entitled to
receive his Vested Accrued Benefit pursuant to the terms and conditions
contained herein as though he retired at his Normal Retirement Age; provided
that, for purposes of Section 5.1, the Participant shall not be deemed to have
attained his Normal Retirement Age.
Section 6. Accounts; Adjustment of Accounts:
6.1 Accounts: The Committee shall establish book reserve accounts for the
Deferred Compensation Account and the Employer Supplemental Account on behalf of
each Participant. Each such account shall be adjusted as of each Adjustment Date
pursuant to the provisions of Section 6.2 or 6.3, whichever shall be applicable.
6.2 Adjustments to Deferred Compensation Accounts: With respect to each
Participant who has a Deferred Compensation Account under the Plan, the amount
credited to such account as of each Adjustment Date shall be adjusted by the
following debits and credits, in the order stated:
6.2.1 The Deferred Compensation Account shall be debited with the
total amount of any payments made from such account since the last
preceding Adjustment Date to the Participant or his Beneficiary.
6.2.2 The Deferred Compensation Account shall be credited with the
total amount of any Salary Reduction Credits relating to such Participant
and made to such account since the last preceding Adjustment Date.
6.2.3 The Deferred Compensation Account shall be credited with an
amount equal to the deemed earnings since the immediately preceding
Adjustment Date on the balance of said account as of the immediately
preceding Adjustment Date as though the Deferred Compensation Account had
been invested in the investment alternatives selected by the Employee in
the Employee's Salary Reduction Agreement.
6.3 Adjustments to Employer Supplemental Accounts: With respect to each
Participant who has an Employer Supplemental Account under the Plan, the amount
credited to such account as of each Adjustment Date shall be adjusted by the
following debits and credits, in the order stated:
6
6.3.1 The Employer Supplemental Account shall be debited with the
total amount of any payments made from such account since the last
preceding Adjustment Date to the Participant or his Beneficiary.
6.3.2 The Employer Supplemental Account shall be credited with the
total amount of any Employer Matching Credits, if any, and Employer
Supplemental Credits, if any, to such account since the last preceding
Adjustment Date.
6.3.3 The Employer Supplemental Account shall be credited with an
amount equal to the deemed earnings on said account since the last
preceding Adjustment Date on the balance of said account as of the last
preceding Adjustment Date as though the Deferred Compensation Account had
been invested in the investment alternatives selected by the Employee in
the Employee's Salary Reduction Agreement.
Section 7. Administration by Committee:
7.1 The Committee shall initially consist of those persons who concurrently
serve as the trustees of the Employer's 401(k) Plan. Any member of the Committee
may resign, and his successor, if any, shall be appointed by the Board. The
Committee shall be responsible for the general administration and interpretation
of the Plan and for carrying out its provisions, except to the extent all or any
of such obligations are specifically imposed on the Board.
7.2 The members of the Committee shall elect a Chairman and may elect an
acting Chairman. They shall also elect a Secretary and may elect an acting
Secretary, either of whom may be but need not be a member of the Committee. The
Committee may appoint from its membership such subcommittees with such powers as
the Committee shall determine, and may authorize one or more of its members or
any agent to execute or deliver any instruments or to make any payment in behalf
of the Committee. The Committee shall appoint a Plan administrator, or may
itself act as the Plan administrator.
7.3 The Committee shall hold such meetings upon such notice, at such places
and at such intervals as it may from time to time determine. Notice of meetings
shall not be required if notice is waived in writing by all the members of the
Committee at the time in office, or if all such members are present at the
meeting.
7.4 A majority of the members of the Committee at the time in office shall
constitute a quorum for the transaction of business. All resolutions or other
actions taken by the Committee at any meeting shall be by vote of a majority of
those present at any such meeting and entitled to vote. Resolutions may be
adopted or other action taken without a meeting upon written consent thereto
signed by all of the members of the Committee.
7.5 The Committee shall maintain full and complete records of its
deliberations and decisions. The minutes of its proceedings shall be conclusive
proof of the facts of the operation of the Plan.
7.6 Subject to the limitations of the Plan, the Committee may from time to
time establish rules or by-laws for the administration of the Plan and the
transaction of its business.
7.7 No individual member of the Committee shall have any right to vote or
decide upon any matter relating solely to himself or to any of his rights or
benefits under the Plan (except that such member may sign unanimous written
consents to resolutions adopted or other action taken without a meeting), except
relating to the terms of his Salary Reduction Agreement.
7.8 The Committee may correct errors and, so far as practicable, may adjust
any benefit or credit or payment accordingly. The Committee may in its
discretion waive any notice requirements in the Plan; provided, that a waiver of
notice in one or more cases shall not be deemed to constitute a waiver of notice
in any other case. With respect to any power or authority which the Committee
has discretion to exercise under the Plan, such discretion shall be exercised in
a nondiscriminatory manner.
7.9 Subject to the claims procedure set forth in Section 14, the Plan
administrator and the Committee shall have the duty and discretionary authority
to interpret and construe the provisions of the Plan and to decide any dispute
which may arise regarding the rights of Participants hereunder, including the
discretionary authority to construe the Plan and to make determinations as to
eligibility and benefits under the Plan. Determinations by the Plan
administrator and the Committee shall apply uniformly to all persons similarly
situated and shall be binding and conclusive upon all interested persons.
7.10 The Committee may engage attorneys, accountants, actuaries or any
other professional advisors on matters regarding the operation of the Plan and
to perform such other duties as shall be required in connection therewith, and
may employ such clerical and related personnel as the Committee shall deem
requisite or desirable in carrying out the provisions of the Plan. The Committee
shall from time to time, but no less frequently than annually, review the
financial condition of the Plan and determine the financial and liquidity needs
of the Plan. The Committee shall communicate such needs to the Employer.
7
7.11 No fee or compensation shall be paid to any member of the Committee
for his service as such.
7.12 The Committee shall be entitled to reimbursement by the Employer for
its reasonable expenses properly and actually incurred in the performance of its
duties in the administration of the Plan.
7.13 No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by him or on his behalf as a member of the
Committee nor for any mistake of judgment made in good faith, and the Employer
shall indemnify and hold harmless, directly from its own assets (including the
proceeds of any insurance policy the premiums for which are paid from the
Employer's own assets), each member of the Committee and each other officer,
employee, or director of the Employer to whom any duty or power relating to the
administration or interpretation of the Plan may be delegated or allocated,
against any unreimbursed or uninsured cost or expense (including any sum paid in
settlement of a claim with the prior written approval of the Board) arising out
of any act or omission to act in connection with the Plan unless arising out of
such person's own fraud, bad faith, willful misconduct or gross negligence.
Section 8. No Trust:
The obligation of the Employer to make payments hereunder shall constitute
a contractual liability of the Employer to the Participants. Payments for
benefits shall be made from the general funds of the Employer, and the Employer
shall not be required to establish or maintain any special or separate fund, or
otherwise to segregate assets to assure that such payments shall be made, and no
Participant shall have any interest in any particular assets of the Employer by
reason of its obligations hereunder. Nothing contained in this Plan shall create
or be construed as creating a trust of any kind or any other fiduciary
relationship between the Employer and the Participants or any other person. To
the extent that any Participant or Beneficiary acquires a right to receive
payment from the Employer, such right shall be no greater than the right of an
unsecured creditor of the Employer.
Section 9. Allocation of Responsibilities:
The persons responsible for the Plan and the duties and responsibilities
allocated to each are as follows:
9.1 Board:
(i) To amend the Plan;
(ii) To appoint and remove members of the Committee; and
(iii) To terminate the Plan.
9.2 Committee:
(i) To designate Eligible Employees and Participants;
(ii) To interpret the provisions of the Plan and to determine the
rights of the Participants under the Plan, except to the extent otherwise
provided in Section 14 relating to claims procedure;
(iii) To administer the Plan in accordance with its terms, except to
the extent powers to administer the Plan are specifically delegated to
another person or persons as provided in the Plan;
(iv) To account for the accrued benefits of Participants; and
(v) To direct the Employer in the payment of benefits.
9.3 Plan Administrator:
(i) To file such reports as may be required with the United States
Department of Labor, the Internal Revenue Service and any other government
agency to which reports may be required to be submitted from time to time;
and
(ii) To administer the claims procedures to the extent provided in
Section 14.
Section 10. Benefits Not Assignable; Facility of Payments:
10.1 No portion of any benefit credited or paid under the Plan with respect
to any Participant shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void, nor shall any portion of such benefit
8
be in any manner payable to any assignee, receiver or any one trustee, or be
liable for his debts, contracts, liabilities, engagements or torts.
10.2 If the Committee determines, in its sole discretion, that any
individual entitled to receive a payment under the Plan shall be physically,
mentally or legally incapable of receiving or acknowledging receipt of such
payment, the Committee, upon the receipt of satisfactory evidence of such
individual's incapacity and satisfactory evidence that another person or
institution is maintaining him and that no guardian or committee has been
appointed for him, may cause any payment otherwise payable to him to be made to
such person or institution so maintaining him. Payment to such person or
institution shall be in full satisfaction of all claims by or through the
Participant or Beneficiary to the extent of the amount thereof.
Section 11. Beneficiary:
The Participant's Beneficiary shall be the person or persons designated by
the Participant on the beneficiary designation form provided by and filed with
the Committee or its designee. If the Participant does not designate a
Beneficiary, the Beneficiary shall be his surviving spouse, if any. If the
Participant does not designate a Beneficiary and has no surviving spouse, the
Beneficiary shall be the Participant's estate. The designation of a beneficiary
may be changed or revoked only by filing a new Beneficiary designation form with
the Committee or its designee. If a Beneficiary (the "primary Beneficiary") is
receiving or is entitled to receive payments under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid to the contingent Beneficiary, if any, named in the Participant's
current Beneficiary designation form. If there is no contingent Beneficiary, the
balance shall be paid to the estate of the primary Beneficiary. Any Beneficiary
may disclaim all or any part of any benefit to which such Beneficiary shall be
entitled hereunder by filing a written disclaimer with the Committee before
payment of such benefit is to be made. Such a disclaimer shall be made in form
satisfactory to the Committee and shall be irrevocable when filed. Any benefit
disclaimed shall be payable from the Plan in the same manner as if the
Beneficiary who filed the disclaimer had died on the date of such filing.
Section 12. Amendment and Termination of Plan:
The Board may amend any provision of the Plan or terminate the Plan at any
time; provided, that in no event shall such amendment or termination reduce any
Participant's Accrued Benefit as of the date of such amendment or termination,
nor shall any such amendment affect the terms of the Plan relating to the
payment of such Accrued Benefit.
Section 13. Communication to Participants:
The Employer shall make a copy of the Plan available for inspection by
Participants and their Beneficiaries during reasonable business hours at the
principal office of the Employer.
Section 14. Claims Procedures:
The following claims procedures shall apply with respect to the Plan:
14.1 Filing of a claim for benefits: If a Participant or Beneficiary (the
"claimant") believes that he is entitled to benefits under the Plan which are
not being paid to him or which are not being accrued for his benefit, he shall
file a written claim therefor with the Plan administrator. In the event the Plan
administrator shall be the claimant, all actions which are required to be taken
by the Plan administrator pursuant to this Section 14 shall be taken instead by
another member of the Committee designated by the Committee.
14.2 Notification to claimant of decision: Within 90 days after the Plan
administrator receives a claim (or within 180 days if special circumstances
require an extension of time), the Plan administrator shall notify the claimant
of his decision with regard to the claim. In the event of such special
circumstances requiring an extension of time, there shall be furnished to the
claimant prior to expiration of the initial 90-day period written notice of the
extension, which notice shall set forth the special circumstances and the date
by which the decision shall be furnished. If such claim shall be wholly or
partially denied, notice thereof shall be in writing and worded in a manner
calculated to be understood by the claimant, and shall set forth: (i) the
specific reason or reasons for the denial; (ii) specific reference to pertinent
provisions of the Plan on which the denial is based; (iii) a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denial. If the Plan
administrator fails to notify the claimant of the decision in a timely manner,
the claim shall be deemed denied as of the close of the initial 90-day period
(or the close of the extension period, if applicable).
9
14.3 Procedure for review: Within 60 days following receipt by the claimant
of notice denying his claim, in whole or in part, or, if such notice shall not
be given, within 60 days following the latest date on which such notice could
have been timely given, the claimant shall appeal denial of the claim by filing
a written application for review with the Committee. Following such request for
review, the Committee shall fully and fairly review the decision denying the
claim. Prior to the decision of the Committee, the claimant shall be given an
opportunity to review pertinent documents and to submit issues and comments in
writing.
14.4 Decision on review: The decision on review of a claim denied in whole
or in part by the Plan administrator shall be made in the following manner:
14.4.1 Within 60 days following receipt by the Committee of the
request for review (or within 120 days if special circumstances require an
extension of time), the Committee shall notify the claimant in writing of
its decision with regard to the claim. In the event of such special
circumstances requiring an extension of time, written notice of the
extension shall be furnished to the claimant prior to the commencement of
the extension. If the decision on review is not furnished in a timely
manner, the claim shall be deemed denied as of the close of the initial
60-day period (or the close of the extension period, if applicable).
14.4.2 With respect to a claim that is denied in whole or in part, the
decision on review shall set forth specific reasons for the decision, shall
be written in a manner calculated to be understood by the claimant, and
shall cite specific references to the pertinent Plan provisions on which
the decision is based.
14.4.3 The decision of the Committee shall be final and conclusive.
14.5 Action by authorized representative of claimant: All actions set forth
in this Section 14 to be taken by the claimant may likewise be taken by a
representative of the claimant duly authorized by him to act in his behalf on
such matters. The Plan administrator and the Committee may require such evidence
as either may reasonably deem necessary or advisable of the authority to act of
any such representative.
Section 15. Miscellaneous Provisions:
15.1 Setoff: Notwithstanding any other provision of this Plan, the Employer
may reduce the amount of any payment otherwise payable to or in behalf of a
Participant or his Beneficiary hereunder by the amount of any loan, cash
advance, extension of credit or other obligation of the Participant or his
Beneficiary to the Employer that is then due and payable, and the Participant
and his Beneficiary shall be deemed to have consented to such reduction.
15.2 Notices: Each Participant who is not in Service and each Beneficiary
shall be responsible for furnishing the Committee or its designee with his
current address for the mailing of notices and benefit payments. Any notice
required or permitted to be given to such Participant or Beneficiary shall be
deemed given if directed to such address and mailed by regular United States
mail, first class, postage prepaid. If any check mailed to such address is
returned as undeliverable to the addressee, mailing of checks will be suspended
until the Participant or Beneficiary furnishes the proper address. This
provision shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other publication.
15.3 Lost distributees: A benefit shall be deemed forfeited if the Plan
administrator is unable to locate the Participant or Beneficiary to whom payment
is due on or before the fifth anniversary of the date payment is to be made or
commence; provided, that the Participant's accounts shall cease to be credited
with earnings pursuant to Sections 6.2 and 6.3 following the first anniversary
of the date payment of benefits is scheduled to be made or commenced; provided
further, however, that such benefit shall be reinstated if a valid claim is made
by or on behalf of the Participant or Beneficiary for all or part of the
forfeited benefit.
15.4 Reliance on data: The Employer, the Committee and the Plan
administrator shall have the right to rely on any data provided by the
Participant or by any Beneficiary. Representations of such data shall be binding
upon any party seeking to claim a benefit through a Participant, and the
Employer, the Committee and the Plan administrator shall have no obligation to
inquire into the accuracy of any representation made at any time by a
Participant or Beneficiary.
15.5 Receipt and release for payments: The payments made from the Plan to
or with respect to any Participant or Beneficiary, or pursuant to a disclaimer
by a Beneficiary, shall, to the extent thereof, be in full satisfaction of all
claims against the Plan and the Employer with respect to the Plan. The recipient
of any payment from the Plan may be required by the Committee, as a condition
precedent to such payment, to execute a receipt and release with respect thereto
in such form as shall be acceptable to the Committee in its sole discretion.
10
15.6 Headings: The headings and subheadings of the Plan have been inserted
for convenience of reference and are to be ignored in any construction of the
provisions hereof.
15.7 Continuation of employment: The establishment of the Plan shall not be
construed as conferring any legal or other rights upon any Employee or any other
persons for continuation of employment, nor shall it interfere with the right of
the Employer to discharge any Employee or to deal with him without regard to the
effect thereof under the Plan.
15.8 Merger or consolidation: No employer-party to the Plan shall
consolidate or merge into or with another corporation or entity, or transfer all
or substantially all of its assets to another corporation, partnership, trust or
other entity (a "Successor Entity") unless such Successor Entity shall assume
the rights, obligations and liabilities of the employer-party under the Plan,
and upon such assumption, the Successor Entity shall become obligated to perform
the terms and conditions of the Plan.
15.9 Withholding: Notwithstanding any other terms or provisions of this
Plan, all amounts payable by the Employer hereunder shall be subject to the
withholding of such sums relating to taxes as the Employer may reasonably
determine it should withhold pursuant to any applicable federal or state law or
regulation. In addition, if the Employer determines, in its sole discretion,
that payroll taxes are payable currently with respect to a Participant's
interests in this Plan, the Employer shall withhold from the Participant's
current compensation such amounts as may be necessary to pay such payroll taxes.
15.10 Construction: The provisions of the Plan shall be construed and
enforced according to the laws of the State of North Carolina, except to the
extent such laws are superseded by ERISA. The masculine gender, where appearing
in the Plan, shall be deemed to include the feminine gender; the singular may
include the plural, and the plural the singular, unless the context clearly
indicates to the contrary.
11
NONQUALIFIED DEFERRED COMPENSATION PLAN
OF
VANGUARD CELLULAR FINANCIAL CORP.
SALARY REDUCTION AGREEMENT
This Salary Reduction Agreement ("Agreement") is entered into this
day of , 1996 by and between Vanguard Cellular Financial
Corp., a North Carolina corporation, having its principal place of business in
Greensboro, Guilford County, North Carolina (hereinafter the "Employer") and
, an individual, having his/her
principal place of residence located at
(hereinafter
"Employee").
R E C I T A L S
A. The Employer has previously adopted a Nonqualified Deferred Compensation
Plan effective January 1, 1997 (hereinafter the "Plan").
B. The Employee, in recognition of his/her efforts on behalf of the
Employer, has been chosen to participate in the Plan.
In consideration of the mutual covenants and conditions contained herein,
and for such other good and valuable consideration, the receipt and adequacy of
which is hereby admitted and acknowledged, the parties hereto agree as follows:
1. Acceptance of Plan:
(The Employee Should Check One of the Following Options)
The Employee, by virtue of his/her execution of this Agreement, does
hereby acknowledge receiving a copy of a summary of the Plan and agrees to be
bound by the terms and conditions contained within the Plan. The provisions of
the Plan are hereby incorporated by reference into this Salary Reduction
Agreement.
or The Employee, by virtue of his/her execution of this Agreement, does
hereby acknowledge receiving a copy of a summary of the Plan and declines to
participate in the Plan at this time.
2. Reduction of Salary and Bonuses:
Pursuant to the Employee's participation in the Plan, the Employee hereby
elects a reduction in his/her Compensation from the Employer in the following
amounts:
% or $ of annual regular salary and commission Compensation; and
% or $ of year-end annual bonus Compensation normally paid in
February
The amount of such reductions in Compensation shall be held by the Employer
pursuant to the terms and conditions of the Plan. The Employee may unilaterally
modify or revoke this Salary Reduction Agreement (either to increase or decrease
the amount of his/her future Compensation which is subject to salary reduction,
or to terminate Salary Reduction Credits under the Plan) by providing a written
modification or revocation of the Salary Reduction Agreement to the Employer.
Except as otherwise provided for revocations due to an Unforeseeable
Emergencies, a modification or revocation shall become effective as of the first
full payroll period commencing on or immediately following the January 1 next
following the date such written modification or revocation is received by the
Committee.
For purposes of the Plan and this Salary Reduction Agreement, Compensation
includes all remuneration payable by the Employer to the Employee, as reported
or reportable for federal income tax withholding purposes on Form W-2 for the
calendar year corresponding to the Plan Year, including automobile allowances,
bonuses and commissions, but excluding other amounts paid as an allowance or
reimbursement for travel or relocation expenses. Compensation also includes any
salary deferral contributions and salary reduction contributions made to this
Plan any other retirement plan or welfare benefit plan maintained by the
Employer.
3. Revocation of Election for Unforeseeable Emergency:
In the case of an Unforeseeable Emergency, the Employee may file a request
with the Committee that his Salary Reduction Agreement be revoked prior to the
next January 1, but in no event earlier than the first day of the payroll period
next following the Committee's approval of the revocation request and with
respect to which the Employee has not yet rendered
1
services. The Committee shall have the sole and unfettered discretion to approve
or deny a request for revocation of a Salary Reduction Agreement because of an
Unforeseeable Emergency of the Employee, provided that it's determination shall
be based on standards set forth in the Plan relating to distributions for
Unforeseeable Emergencies.
An Unforeseeable Emergency is a severe financial hardship to the Employee
resulting from a sudden and unexpected illness or accident of the Employee or
one of his dependents, loss of the Employee's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Employee. The circumstances that will
constitute an Unforeseeable Emergency depend upon the facts of each case, but,
in any case, an Unforeseeable Emergency will not exist if the Employee can
satisfy his financial hardship through reimbursement or compensation by
insurance or otherwise, or by liquidation of the Employee's assets, to the
extent that liquidation of such assets would not itself cause severe financial
hardship to the Employee. For these purposes, the need to send the Employee's
child to college or the desire to purchase a home shall not be an Unforeseeable
Emergency.
4. Allocation of Accounts:
Sections 6.2.3 and 6.3.3 of the Plan provide that the Employee may elect to
have the value of his Deferred Compensation Account determined as though the
amounts deferred pursuant to this Salary Reduction Agreement were invested by
the Employer in selected investment alternatives. Accordingly, the Employee
hereby requests to have his accounts valued as though invested as follows (see
the summary materials prepared by Princor Financial Services, accompanying this
Salary Reduction Agreement, for a more detailed description of these funds):
Money Market Fund %
Bond Fund %
High Yield Fund %
Balanced Fund %
Capital Accumulation Fund %
Emerging Growth Fund %
Total 100%
5. Elections Regarding In-Service Distributions:
Unless otherwise elected by the Employee, and for so long as the Employee
is still employed by the Employer, 25% of the Employee's Plan then existing
account balance will be distributed to the Employee on December 31 of each of
those Plan Years which include the fifth, tenth, fifteenth and twentieth
anniversaries of the effective date of the Employee's participation in the Plan.
The Employee may elect to forego receipt of one or more of these in-service
distributions provided that he makes a written election at least two years prior
to the date of the scheduled distribution, such election to be made on Schedule
A attached hereto and made a part hereof. For example, if the Employee first
participated in the Plan on January 1, 1997, his first in-service distribution
would be paid to him on December 31, 2002. In order to forego receipt of the
in-service distribution scheduled to be paid on December 31, 2002, the Employee
must file a written election with the Employer by December 31, 2000. The dates
the Employee is scheduled to receive in-service distributions, and the dates by
which he must file a written election with the Plan Committee to forego receipt
of such distributions, is detailed below.
Date of Scheduled Deadline for Making Election
In-Service Distributions to Forego Distribution
December 31, 2002 December 31, 2000
December 31, 2007 December 31, 2005
December 31, 2012 December 31, 2010
December 31, 2017 December 31, 2015
If the Employee makes a timely election to forego receipt of a scheduled
in-service distribution, the amount of the foregone distribution shall not be
carried over and included in any subsequent in-service distribution, but shall
be deferred and paid in accordance with the Plan provisions relating to
retirement, death or separation from service.
6. Designation of Form of Distribution:
In connection with the payment of the benefits being conferred upon
Employee, the Employee shall designate the form of such payment of benefits by
executing Schedule B attached hereto and made a part hereof. The elections made
by the Employee on Schedule B may be modified by the Employee from time to time,
provided that no such modification shall be
2
effective unless made and delivered to the Plan Committee at least 30 days prior
to the earliest to occur of the the Employee's retirement, death or separation
from service with the Employer.
7. Effective Date:
This Agreement shall be effective as of January 1 of the Plan Year
immediately following the date of this Agreement. However, if the Employee first
becomes eligible to participate in the Plan during a Plan Year, but after
January 1 of that Plan Year, this Agreement shall be effective as of the first
payroll period next following the later of the date he is eligible to enter the
Plan or the date the Committee receives an executed copy of this Agreement from
the Employee. This Agreement shall continue in effect, unless modified or
revoked by the Employee in accordance with Section 3.1.3(b) of the Plan, until
the Employee terminates his service with the Employer, or, if earlier, until the
Employee ceases to be an Active Participant under the Plan.
8. No Trust:
The Employee acknowledges that payment for benefits shall be made from the
general funds of the Employer, and the Employer shall not be required to
establish or maintain any special or separate fund, or otherwise to segregate
assets to assure that such payments shall be made, and that the Employee shall
have no interest in any particular assets of the Employer by reason of its
obligations hereunder. The Employee may not in any way anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge his interest in the Plan, and
any attempt to do so will be void. No portion of the benefits payable under the
Plan may be in any manner payable to any assignee, receiver or trustee of the
Employee, nor shall the Plan be liable for the Employee's debts, contracts,
liabilities, engagements or torts. Nothing contained in the Plan creates or will
be construed as creating a trust of any kind or any other fiduciary relationship
between the Employer and the Employee or any other person. The rights of the
Employee or his Beneficiary to receive payments from the Plan are no greater
than the rights of an unsecured creditor of the Employer.
9. Amendment:
In the event the parties are desirous of amending the terms and conditions
of this Salary Reduction Agreement, such amendment must be executed by both the
Employer and the Employee to be deemed effective and binding upon the parties,
except as otherwise provided in Section 2 above.
10. Counterparts:
This Salary Reduction Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Salary Reduction
Agreement effective the date and year first above written.
WITNESS:
Employee
Executed this day of , 1996.
Receipt of this Salary Reduction Agreement is acknowledged on behalf of the
Employer.
VANGUARD CELLULAR FINANCIAL CORP.
WITNESS:
By:
Title:
3
Schedule A
The undersigned Participant in the Nonqualified Deferred Compensation Plan
of Vanguard Cellular Financial Corp. elects to forego receipt of in-service
distributions from the Plan as follows:
Date of Scheduled
In-Service Distribution:
December 31, 2002 Signature of Participant:
Date of Signature:
The election to forego receipt of this scheduled in-service distribution must be made and delivered
to the Plan Committee by December 21, 2000, and shall be irrevocable after such date]
Acknowledgement by Committee:
A copy of the foregoing designation was received by the Plan Committee on
[insert date].
Signature of Committee representative:
December 31, 2007 Signature of Participant:
Date of Signature:
[The election to forego receipt of this scheduled in-service distribution must be made and delivered
to the Plan Committee by December 21, 2005, and shall be irrevocable after such date]
Acknowledgement by Committee:
A copy of the foregoing designation was received by the Plan Committee on
[insert date].
Signature of Committee representative:
December 31, 2012 Signature of Participant:
Date of Signature:
[The election to forego receipt of this scheduled in-service distribution must be made and delivered
to the Plan Committee by December 21, 2010, and shall be irrevocable after such date]
Acknowledgement by Committee:
A copy of the foregoing designation was received by the Plan Committee on
[insert date].
Signature of Committee representative:
December 31, 2017 Signature of Participant:
Date of Signature:
[The election to forego receipt of this scheduled in-service distribution must be made and delivered
to the Plan Committee by December 21, 2015, and shall be irrevocable after such date]
Acknowledgement by Committee:
A copy of the foregoing designation was received by the Plan Committee on
[insert date].
Signature of Committee representative:
4
Schedule B
The undersigned Participant in the Nonqualified Deferred Compensation Plan
of Vanguard Cellular Financial Corp. specifically designates that the benefits
payable to him or his Beneficiary as a result of his retirement, death or
separation of service shall be distributed as follows:
A lump sum distribution.
Annual installments payable over years.
Signature of Employee:
Date of Signature:
Acknowledgement by Committee:
A copy of the foregoing designation was received by the Plan Committee on
Signature of Committe representative: [insert date].
5