EXHIBIT 10.2
PPG INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
As amended February 21, 2002
Preamble
In accordance with the Resolution adopted by the Officers-Directors Compensation
Committee of the Board of Directors of PPG Industries, Inc. on July 19, 2000,
the PPG Industries Inc. Deferred Compensation Plan is hereby amended and
restated to be effective October 1, 2000.
The Plan is adopted primarily for the purpose of providing deferred compensation
to a select group of management and highly compensated employees.
Table of Contents
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Section I .......................... Definitions
Section II .......................... Deferrals
Section III .......................... Investment Options
Section IV .......................... Savings Plan Restoration Contributions
Section V .......................... Withdrawal Provisions
Section VI .......................... Specific Provisions Related to Benefits
Section VII .......................... Administration and Claims
Section VIII .......................... Amendment and Termination
Section IX .......................... Miscellaneous
Section X .......................... Change in Control
SECTION I - DEFINITIONS
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1.01 Account means all amounts transferred from the Prior Plan, deferred Award
amounts, all deferred Salary amounts, all deferred TSR Plan or Long-Term
Plan Payments and all Restoration Contributions and earnings on each in a
Participant's account at any particular time.
1.02 Administrator means an officer or officers of the Company appointed by
the Committee, and any person(s) designated by such Administrator to
assist in the administration of the Plan.
1.03 Affiliate means any business entity, other than a Subsidiary Corporation,
in which PPG has an equity interest.
1.04 Annual Plan means the PPG Industries, Inc. Executive Officers' Annual
Incentive Compensation Plan.
1.05 Award means a grant to a Participant under either the IC Plan, the Annual
Plan or MAP which such person may elect to defer. Awards to Participants
may be made in the form of cash ("cash component"), shares of PPG stock
("stock component"), or a combination of both.
1.06 Beneficiary means the person or persons designated by a Participant to
receive benefits hereunder following the Participant's death, in
accordance with Section 6.02. For purposes of this Section 1.06, "person
or persons" is limited to an individual, a Trustee or a Participant's
estate.
1.07 Board means the Board of Directors of PPG Industries, Inc.
1.08 Code means the Internal Revenue Code of 1986, and amendments thereto.
1.09 Committee means the Officers-Directors Compensation Committee (or any
successor) of the Board.
1.10 Company or PPG means PPG Industries, Inc.
1.11 Conversion Formula means dividing an amount by the average of the closing
sale prices for PPG Stock reported on the New York Stock Exchange-
Composite Tape for all days in the month of January during which the New
York Stock Exchange is open during the year following the Plan Year to
which the Award relates.
1.12 Corporation means PPG and any Subsidiary Corporation and any Affiliate
designated by the Administrator as eligible to participate in the Plan,
and which,
-Page 1.1-
by proper authorization of the Board of Directors or other governing body
of such Subsidiary Corporation or Affiliate, elects to participate in the
Plan.
1.13 Disability means any long-term disability. The Administrator, in his
complete and sole discretion, shall determine a Participant's Disability;
provided, however, that a Participant who is approved to receive Long-
Term Disability benefits pursuant to the PPG Industries, Inc. Long-Term
Disability Plan shall be considered to have a Disability. The
Administrator may require that a Participant submit to an examination
from time to time, but no more often than annually, at the expense of the
Company, by a competent physician or medical clinic, selected by the
Administrator, to confirm Disability. On the basis of such medical
evidence, the determination of the Administrator as to whether or not a
condition of Disability exists or continues shall be conclusive.
1.14 Discretionary Transaction means a transaction pursuant to any employee
benefit plan of the Company that:
(a) Is at the volition of the plan participant;
(b) Is not made in connection with the participant's death, disability,
retirement or termination of employment;
(c) Is not required to be made available to a plan participant pursuant
to a provision of the Code; and
(d) Results in either an intra-plan transfer involving a PPG Stock Fund
or a cash distribution funded by a volitional disposition of PPG
Common Stock by the plan participant.
1.15 Employee means any full-time or permanent part-time salaried employee
(including any officer) of the Corporation.
1.16 ERISA means the Employee Retirement Income Security Act of 1974, as
amended.
1.17 Financial Hardship means an unexpected need for cash arising from an
illness, casualty loss, sudden financial reversal, or other such
unforeseeable occurrence, as determined by the Administrator, in his
complete and sole discretion.
1.18 Former Participant means a Participant who becomes ineligible to receive
an Award but who continues to have an Account hereunder.
1.19 IC Plan means the PPG Industries, Inc. Incentive Compensation and
Deferred Income Plan for Key Employees.
-Page 1.2-
1.20 Insider means a Participant who at any time within the prior six (6)
months was a person subject to Section 16 of the Securities Act of 1934.
1.21 Investment Account means any one of the following:
Fidelity Growth Company Fund Account: A recordkeeping account, the value
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of which is based on the Fidelity Growth Company Fund.
Fidelity Contrafund Account: A recordkeeping account, the value of which
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is based on the Fidelity Contrafund.
Fidelity Spartan U.S. Equity Index Fund Account: A recordkeeping
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account, the value of which is based on the Fidelity Spartan U.S. Equity
Index Fund.
Fidelity Growth and Income Portfolio Account: A recordkeeping account,
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the value of which is based on the Fidelity Growth and Income Portfolio.
Fidelity Intermediate Bond Fund Account: A recordkeeping account, the
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value of which is based on the Fidelity Intermediate Bond Fund.
Fidelity Institutional MM Portfolio - Class 1 Account: A recordkeeping
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account, the value of which is based on the Fidelity Institutional MM
Portfolio Class 1.
1.22 Investment Account Share means a recordkeeping unit for the appropriate
Investment Account, in each case, equivalent to one share of the mutual
fund on which the value of the particular Investment Account is based.
1.23 Long-Term Plan means the PPG Industries, Inc. Executive Officers' Total
Shareholder Return Plan.
1.24 MAP means the PPG Industries, Inc. Management Award and Deferred Income
Plan.
1.25 Participant means an Employee approved to participate in either the TSR
Plan, the Long-Term Plan, the IC Plan, the Annual Plan or MAP. As used
herein, "Participants" may be used collectively to include Retired
Participants, Terminated Participants and Former Participants.
1.26 Plan means the PPG Industries, Inc. Deferred Compensation Plan as amended
and restated, effective October 1, 2000.
1.27 Plan Year means the calendar year.
-Page 1.3-
1.28 PPG Stock means Common Stock of the Company. Shares of PPG Stock issued
under the Plan may be either authorized but unissued shares or issued
shares acquired by the Company and held in its treasury.
1.29 PPG Stock Account means a record-keeping account maintained for a
Participant who elects to defer all or part of an Award/Salary and/or to
maintain all or part of a deferred Award/Salary in the form of Stock
Account Shares.
1.30 PPG Stock Fund means the PPG Stock Account or any other fund or account
of any other benefit plan of the Company or a Subsidiary which account or
fund is invested in, or valued based upon, PPG Common Stock and which
fund or account is an alternative to other funds or accounts made
available to plan participants which funds or accounts are not invested
in, or valued based upon PPG Common Stock.
1.31 Prior Plan means the PPG Industries, Inc. Deferred Compensation Plan, as
in effect through September 30, 2000.
1.32 Prohibited Discretionary Transaction means a Discretionary Transaction to
be effected pursuant to an election made less than six months following
the date of the most recent previous election to make a Discretionary
Transaction with respect to any employee benefit plan of the Company
which most recent previous election effected:
(a) An increase in a PPG Stock Fund if the current transaction would
entail a disposition of PPG Stock or a decrease in a PPG Stock Fund;
or
(b) A disposition of PPG Stock or a decrease in a PPG Stock Fund if the
current transaction would entail an increase in a PPG Stock Fund.
1.33 Restoration Contributions means contributions to a Participant's Account
in accordance with Section IV.
1.34 Retired Participant means a Participant who elects to maintain an Account
in the Plan after his/her Retirement Date.
1.35 Retirement Date means the first day of the month following a
Participant's termination of employment, provided such Participant is
eligible to receive a benefit from a retirement plan sponsored by the
Corporation on such date.
1.36 Salary means a Participant's monthly base salary from the Corporation
(excluding bonuses, commissions and other non-regular forms of
compensation) and including payments from the PPG Industries Salary
Continuance Plan, before reductions for deferrals under the Plan or under
any other Plan sponsored by the
-Page 1.4-
Corporation. In the case of Salary Continuance, Salary deferral elections
shall be applied to the actual amount of Salary Continuance being paid.
1.37 Savings Plan means the PPG Industries Employee Savings Plan, as amended
from time to time.
1.38 Savings Plan Election means the sum of the percentage the Participant is
contributing to the Savings Plan as Savings and as Elective Deferrals not
to exceed the percentage eligible for the Company match in the Savings
Plan.
1.39 Savings Plan Matching Percentage means the percentage of the Company's
Matching Contributions for a Plan Year in the Savings Plan.
1.40 Stock Account Share means a record-keeping unit which is equivalent to
one share of PPG Stock.
1.41 Subsidiary means any corporation of which fifty percent (50%) or more of
the outstanding voting stock or voting power is owned, directly or
indirectly, by the Company and any partnership or other entity in which
the Company has a fifty percent (50%) or more ownership interest.
1.42 Terminated Participant means a Participant who maintains an Account in
the Plan following his/her termination of employment from the
Corporation.
1.43 Transferred Interest Account means a separate Interest Account,
transferred from the Prior Plan, for any amount which the Participant had
transferred from his/her CEA-2 account.
1.44 TSR Plan means the PPG Industries, Inc. Total Shareholder Return Plan for
Key Employees. The following words shall have the meaning set forth in
the TSR Plan:
Dividend Equivalent
Payment
TSR Shares
1.45 Unscheduled Withdrawal means a distribution of all or a portion of a
Participant's Investment Accounts and/or PPG Stock Account requested by a
Participant, or a Beneficiary, if the Participant is deceased, in
accordance with Section 5.07.
-Page 1.5-
SECTION II - DEFERRALS
----------------------
2.01 Deferral of Award
-----------------
(a) In accordance with the provisions of either the IC Plan, the Annual
Plan or MAP, whichever is applicable, the value of that portion of the
cash component of a deferred Award which the Participant has
designated to one or more of the Investment Accounts in accordance
with Section 3.01 shall be credited to such Investment Account(s) on
the day such deferral would otherwise have been paid to the
Participant.
(b) In accordance with the provisions of either the IC Plan, the Annual
Plan or MAP, whichever is applicable, the value of:
(1) that portion of the cash component of a deferred Award which the
Participant has designated in accordance with Section 3.01 to the
PPG Stock Account; and/or
(2) the value of the stock component of a deferred Award
shall be credited to the PPG Stock Account in the Participant's
Account on the day such deferral would otherwise have been paid to the
Participant.
(c) (1) Share Awards credited to the PPG Stock Account shall be credited
in the form of Stock Account Shares and cash Awards credited to
the PPG Stock Account shall be credited in the form of whole and
fractional Stock Account Shares, the number of which will be
determined according to the Conversion Formula.
(2) Cash Awards credited to the Investment Account(s) shall be
credited in the form of Investment Account Shares, the number of
which will be determined according to the most recent closing
market value of the appropriate Investment Account Shares.
(d) Any amount designated by the Participant for in-service withdrawal in
accordance with either the IC Plan, the Annual Plan or MAP may not be
credited to the PPG Stock Fund.
2.02 Deferral of Salary
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(a) Prior to the beginning of each quarter, a Participant may elect to
defer a percentage, in whole percentages only, of his/her Salary as
follows:
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Minimum Deferral Maximum Deferral
---------------- ----------------
1% 50%
(b) Elections made pursuant to this Section 2.02 shall remain in effect
until the earlier of:
(1) The first day of the quarter following the quarter the
Participant rescinds or modifies the election; or
(2) The first day of the Plan Year following the Plan Year in which
the Participant becomes a Former Participant.
(c) Any election filed by a Participant pursuant to this Section 2.02 must
be received by the Administrator on or before the last business day of
the quarter prior to the quarter in which such election is to become
effective. Deferred Salary shall be credited to the Participant's
Account on the first day of the month following the month in which the
deferral is made.
(d) A Participant is ineligible to defer or continue to have deferred any
Salary percentage during a quarter in which the Participant's salary
is subject to a garnishment, tax lien, child support or any similar
attachment to Salary.
(e) A Participant who becomes ineligible for Salary deferral, in
accordance with Paragraph (d) above, may thereafter resume Salary
deferral upon the discontinuance of the attachment to the Salary and
in accordance with the Salary election provisions of this Section
2.02.
(f) The number of Stock Account Shares credited to the PPG Stock Account
shall be determined by the closing price for PPG Stock on the last
business day of the month in which the deferral is made.
(g) The number of Investment Account Shares credited to the appropriate
Investment Account shall be determined by the closing market price for
shares of the mutual fund on which the value of the Investment
Account is based on the last business day of the month in which the
deferral is made.
2.03 Deferral of Payment under the TSR Plan or the Long-Term Plan
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(a) In accordance with the provisions of the TSR Plan or the Long-Term
Plan, the portion of a Payment which a Participant has elected to
defer shall be credited to the PPG Stock Account in the Participant's
Account on the day such Payment would otherwise have been paid to the
Participant.
-Page 2.2-
(b) The portion of a Payment deferred by the Participant under the TSR
Plan or the Long-Term Plan, as determined in TSR Shares, shall be
credited to the PPG Stock Account in the form of Stock Account Shares.
(c) Dividend Equivalents under the TSR Plan or the Long-Term Plan
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(1) Dividend Equivalents payable in accordance with the TSR Plan or
the Long-Term Plan shall be paid into the PPG Stock Account.
(2) The number of Stock Account Shares credited to the PPG Stock
Account due to Dividend Equivalents paid from the TSR Plan or the
Long-Term Plan shall be determined on the basis of the closing
sale price of PPG Stock reported on the Composite Tape for the
day on which a dividend is paid on PPG Stock.
-Page 2.3-
SECTION III - INVESTMENT OPTIONS
--------------------------------
3.01 Investment Election
-------------------
(a) Participants must file an election with the Administrator designating
the investment election for any cash amounts being deferred into the
Plan.
(b) Any election filed by a Participant shall remain in effect for all
cash amounts deferred to the Plan unless and until the Participant
files a new election with the Administrator.
(c) Elections filed in accordance with this Section 3.01 must be filed in
accordance with the procedure established by the Administrator.
3.02 Investment Accounts
-------------------
Amounts credited to the Investment Accounts shall be credited in the form
of whole and fractional Investment Account Shares.
3.03 PPG Stock Account
-----------------
(a) Amounts credited to the PPG Stock Account shall be credited in the
form of whole and fractional Stock Account Shares.
(b) Participants shall not receive cash dividends or have voting or other
shareholders' rights as to Stock Account Shares; however, Stock
Account Shares shall accrue whole and fractional dividend equivalents,
in the form of additional Stock Account Shares, on the basis of the
closing sale price for PPG Stock, reported on the Composite Tape for
the day on which a dividend is paid, based on the number of whole
Stock Account Shares in the PPG Stock Account on the record date.
3.04 Transfers from the Prior Plan
-----------------------------
(a) Any amounts in a Participant's account on September 30, 2000, shall be
transferred to his/her Account effective October 1, 2000, in
accordance with the election filed by the Participant in accordance
with Section 3.01.
(b) In the event a Participant has not filed a valid election in
accordance with Section 3.01, amounts credited to the Participant's
PPG Stock account in the Prior Plan shall be transferred to the PPG
Stock Account; and amounts credited to the Participant's interest
account in the Prior Plan shall be transferred to the Fidelity
Institutional MM Portfolio - Class 1 Account.
-Page 3.1-
(c) Any amounts in the Participant's PPG Stock Account in the Prior Plan
which the participant has designated for withdrawal in accordance with
the provisions of Section XI of the Prior Plan, including any amounts
representing dividend equivalents, accrued in accordance with Section
3.03(b), shall be distributed to the Participant on April 1, 2001.
(d) Any amount credited to a Participant's transferred interest account in
the Prior Plan, shall be transferred to the Transferred Interest
Account notwithstanding any election filed by the Participant.
3.05 Transfers
---------
(a) Subject to paragraph (b) below, a Participant who has a balance in the
Investment Accounts may elect to transfer any amounts between/among
the Investment Accounts or into the PPG Stock Account. Such transfers
shall be subject to the following:
(1) Participants must file a transfer request with the Administrator
in accordance with the procedure established by the Administrator.
(2) (A) For transfers into the PPG Stock Account, the number and
value of whole and fractional Stock Account Shares shall be
determined by the closing price of PPG Stock on the last
business day of the month in which the election is received
by the Administrator.
(B) For transfers into and out of any of the Investment
Accounts, the number and value of whole and fractional
Investment Account Shares shall be determined by the closing
price of the appropriate Investment Account Share on the
last business day of the month in which the election is
received by the Administrator.
(3) No transfers may be made out of the PPG Stock Account at any time.
(4) No transfers may be made out of the Transferred Interest Account
at any time.
(b) Insiders are prohibited from making any transfer which would
constitute a Prohibited Discretionary Transaction.
-Page 3.2-
SECTION IV - SAVINGS PLAN RESTORATION CONTRIBUTIONS
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4.01 Restoration Contributions
-------------------------
Participants who are currently contributing to the Savings Plan may be
eligible to receive Restoration Contributions as follows:
(a) For Participants whose Salary exceeds the amount specified in
(S)401(a)(17) of the Code, Restoration Contributions shall equal the
sum of (1) and (2) below:
(1) Lesser of:
Excess Salary times Savings Plan Election times Savings Plan
Matching Percentage; or
Amount of monthly deferred Salary.
(2) If the difference between the Participant's Salary deferral and
Excess Salary ("Difference") is greater than zero:
Difference times Savings Plan Election times Savings Plan
Matching Percentage.
(b) For a Participant whose Salary equals or is less than the amount
specified in (S)401(a)(17) of the Code and such Participant elects to
defer Salary in accordance with Section 2.02, Restoration
Contributions shall equal the amount of the deferred Salary times the
Participant's Savings Plan Election times the Savings Plan Matching
Percentage.
(c) For purposes of this Section 4.01 Excess Salary means Salary minus the
amount specified in (S)401(a)(17) of the Code divided by 12.
4.02 Savings Plan Restoration Account
--------------------------------
Restoration Contributions shall be credited monthly to the Participant's
PPG Stock Account in the form of Stock Account Shares. The number of whole
and fractional Stock Account Shares shall be determined by using the
closing price for PPG Stock on the last business day of the month in which
such Restoration Contributions are made, and shall be credited to the
Participant's Account on such day.
-Page 4.1-
4.03 Vesting
-------
Restoration Contributions shall be 100% vested at the time such Restoration
Contributions are credited to a Participant's Account.
4.04 Transfers
---------
Restoration Contributions may not be transferred from the PPG Stock
Account.
-Page 4.2-
SECTION V - WITHDRAWAL PROVISIONS
---------------------------------
5.01 Scheduled In-Service Withdrawals
--------------------------------
Except as otherwise provided in this Section V, payment of any amount
designated by a Participant for in-service withdrawal, in accordance with
provisions of either the IC Plan, the Annual Plan or MAP, whichever is
applicable, shall be made to the Participant in a lump sum as of the first
day of the quarter/year specified by the Participant.
5.02 Withdrawals at/after a Participant's Retirement Date
----------------------------------------------------
(a) A Participant may elect a payment schedule applicable to his/her
Account provided such election is filed with the Administrator:
(1) Prior to the Participant's Retirement Date; and
(2) In the year prior to the year the first payment is to be made
and, in all cases, at least six months/ten days prior to the time
the first payment is to be made.
(b) Participants may elect:
(1) One lump-sum payment; or
(2) Quarterly, semiannual or annual installments - to be made over a
period of years, up to a maximum period of 15 years; or
(3) A combination of (1) and (2).
(c) Subject to the provisions of this paragraph (c), a Participant may
delay the first payment for a period up to ten years following his/her
Retirement Date; provided, however, that, in all cases, payments must
begin no later than the year in which the Participant's 75th birthday
occurs for Participants who retire prior to their 75th birthday; or no
later than the Participant's Retirement Date for Participants who
retire on or after their 75th birthday.
(d) The payment schedule elected by the Participant shall apply to his/her
entire Account. Participants may designate the first day of the
quarter for the commencement of the payment schedule on an annual,
semiannual or quarterly basis.
-Page 5.1-
Each installment payment shall be calculated by dividing the
Participant's account balance by the remaining number of installments
-(e.g.: Ten annual installments shall be paid: 1st installment = 1/10
----
of Account; 2nd installment = 1/9 of Account; 3rd installment = 1/8 of
Account, etc.). In the case of distributions made prior to May 1,
2001, if the installment payment is to be in the form of PPG Stock,
any stock increment shall be rounded down to the nearest whole stock
share. Any remaining stock increments shall remain in the Account
until subject to further payment. In the case of distributions made on
and after May 1, 2001, if the installment payment is to be in the form
of PPG Stock, such distribution shall be made in whole shares and cash
equal to any fractional share.
(e) In the event a Participant fails to file a payment schedule election
with the Administrator prior to his/her Retirement Date, his/her
Account shall be paid in one lump sum in the year following the year
of such Retirement Date and shall be paid during the first quarter of
such year which is at least six months/ten days following such
Retirement Date.
(f) Payment schedules pursuant to this Section 5.02 shall supersede any
prior payment election(s) filed with the Administrator; and shall
become irrevocable on the Participant's Retirement Date.
5.03 Withdrawals Following Termination
---------------------------------
(a) Except as provided in paragraph (d) below:
(1) A Participant may elect one lump-sum payment, in accordance with
subparagraph (b)(1) below, or may elect to receive up to five
annual installments, in accordance with subparagraph (b)(2)
below.
(2) Any election made pursuant to this paragraph (a) must be filed
with the Administrator no later than 30 days after the
Participant's Termination of Employment.
(b) (1) Participants who elect to receive a lump-sum, must specify the
quarter/year that the lump-sum payment is to be made; provided,
however, that the Participant must elect to receive the payment
no later than the last quarter of the year in which the fifth
anniversary of his/her termination date occurs. Payment must
occur no earlier than the Plan Year after the Plan Year of the
Participant's election and as of the first day of the first
quarter which is at least six (6) months and 10 days following
the Participant's election.
(2) Participants who elect to receive installments, must specify the
quarter/year that such installments will begin; provided,
however, that the Participant must elect to begin installments no
later than the last quarter of the year in which the fifth
-Page 5.2-
anniversary of his/her termination date occurs. Installments must
begin no earlier than the Plan Year after the Plan Year of the
Participant's election and as of the first day of the first
quarter which is at least six (6) months and 10 days following
the Participant's election. The payment schedule elected by the
Participant shall apply to his/her entire Account. Each
installment shall be calculated by dividing the Participant's
account balance by the remaining number of installments- (e.g.:
Five annual installments shall be paid: 1st installment = 1/5 of
Account; 2nd installment = 1/4 of Account, etc.). In the case of
distributions made prior to May 1, 2001, if the installment
payment is to be in the form of PPG Stock, any stock increment
shall be rounded down to the nearest whole stock share. Any
remaining stock increments shall remain in the Account until
subject to further payment. In the case of distributions made on
and after May 1, 2001, if the installment payment is to be in the
form of PPG Stock, such distribution shall be made in whole
shares and cash equal to any fractional share.
(c) In the event a Participant fails to file a payment election with
the Administrator within the time provided in paragraph (a)
above, his/her Account shall be paid in one lump sum in the year
following:
(i) the year in which the Participant's termination occurs; or,
if later
(ii) the year in which the 30th day following the Participant's
termination occurs; and
shall be paid during the first quarter of the applicable year
specified in (i) or (ii) above.
(d) In the event the Administrator determines, in his sole
discretion, that a termination is "for cause," or is otherwise
potentially adverse to the Company's interest, as for example, a
Participant's termination in order to accept a position with a
major competitor, the Participant shall have no election with
respect to payment of his/her Account. Such Participant shall
receive his/her entire Account balance as of the first day of the
first quarter immediately following his/her termination date.
(e) Payment schedules pursuant to this Section 5.03 shall supersede
any prior payment election(s) filed with the Administrator.
(f) In accordance with authority delegated to the Administrator by
the Committee at its meeting on September 20, 1995, the
Administrator granted the option of five installments, as
provided in paragraphs (a) and (b) of this Section to those
employees whose employment with the Company was terminated as a
result of the sale of the Chemicals Surfactants business to BASF
Corp. on December 1, 1997.
-Page 5.3-
(g) In accordance with authority delegated to the Administrator by
the Committee at its meeting on September 20, 1995, the
Administrator has adopted the following with respect to
Participants who become employees of PPG Auto Glass, LLC: Such
Participants shall not incur a "termination" as contemplated by
this Section 5 unless or until the Participant is no longer
employed by either PPG Industries, Inc. or PPG Auto Glass, LLC.
5.04 Withdrawals in the event of Disability
--------------------------------------
(a) In the event a Participant becomes disabled, he/she may elect a
payment schedule applicable to his/her Account provided such election
is filed with the Administrator within 30 days of the Administrator's
determination that such Participant has a Disability.
(b) Participants may elect:
(1) One lump-sum payment; or
(2) Quarterly, semiannual or annual installments - to be made over a
period of years, up to a maximum period of 15 years; or
(3) A combination of (1) and (2).
(c) A Participant may delay the first payment for a period of up to ten
years following the determination that he/she has a Disability;
provided, however, that, in all cases, payments must begin no later
than the year in which the Participant's 75th birthday occurs.
Payments must commence no earlier than the Plan Year following the
Plan Year in which the Participant files an election in accordance
with paragraph (a) of this Section 5.04, and as of the first day of
the first quarter which is at least six (6) months and 10 days
following such election.
(d) The payment schedule elected by the Participant shall apply to his/her
entire Account. Participants may designate the first day of a quarter
for the commencement of the payment schedule on an annual, semiannual
or quarterly basis.
Each installment payment shall be the applicable fraction of the
Participant's Account balance -(e.g.: Ten annual installments shall
----
be paid: 1st installment = 1/10 of Account; 2nd installment = 1/9 of
Account; 3rd installment = 1/8 of Account, etc.). .). In the case of
distributions made prior to May 1, 2001, if the installment payment is
to be in the form of PPG Stock, any stock increment shall be rounded
down to the nearest whole stock share. Any remaining stock increments
shall
-Page 5.4-
remain in the Account until subject to further payment. In the case of
distributions made on and after May 1, 2001, if the installment
payment is to be in the form of PPG Stock, such distribution shall be
made in whole shares and cash equal to any fractional share.
(e) In the event a Participant fails to file a payment schedule election
with the Administrator within the period specified in paragraph (a)
above, his/her Account shall be paid in one lump sum in the year
following the year in which the latest date for filing an election
occurs, and shall be paid during the first quarter in such year.
(f) Payment schedules pursuant to this Section 5.04 shall supersede any
prior payment election(s) filed with the Administrator; and shall
become irrevocable when filed in accordance with paragraph (a).
5.05 Withdrawals following a Participant's death
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(a) Death prior to a Participant's Election Date
--------------------------------------------
In the event of a Participant's death prior to his/her Election Date,
the Participant's entire Account shall be paid to the Participant's
Beneficiary as soon as possible following the Participant's death.
(b) Death on or after a Participant's Election Date
-----------------------------------------------
In the event of a Participant's death on or after his/her Election
Date, the Participant's Beneficiary may elect to receive the remaining
balance of the Participant's Account paid as a lump sum, or in
accordance with the payment schedule filed by the Participant.
Such election must be filed by the Beneficiary within 60-days
following the Participant's death. If no such election is made, the
balance in the Participant's Account shall be paid in a lump sum. Any
lump sum payment made in accordance with this paragraph shall be paid
in the Plan Year following:
(i) the year in which the Participant's death occurs; or, if later
(ii) the year in which the 60th day following the Participant's death
occurs; and
shall be paid during the first quarter of the applicable year
specified in (i) or (ii) above.
-Page 5.5-
(c) For purposes of this Section 5.05 "Election Date" means the date on
which the Participant's election schedule becomes irrevocable in
accordance with paragraph (f) of Section 5.02 or paragraph (f) of
Section 5.04.
5.06 Withdrawals upon finding of Financial Hardship
-----------------------------------------------
(a) Upon a finding that the Participant, or Beneficiary if the Participant
is deceased, has suffered a Financial Hardship, the Administrator may,
in his sole discretion, permit the acceleration of a withdrawal under
the Plan in an amount reasonably necessary to alleviate such Financial
Hardship.
(b) If the Administrator permits a withdrawal due to Financial Hardship,
the Participant shall cease Salary deferrals, if any, and may not make
any deferrals under the Plan, in the form of an Award or Salary, until
one entire Plan Year has elapsed following the Plan Year in which such
withdrawal is made.
(c) The Participant shall be required to exhaust all other sources of
funds, other than the Savings Plan, before the Administrator will
consider an accelerated withdrawal in accordance with this Section
5.06.
(d) A withdrawal pursuant to this Section 5.06 shall nullify any in-
service withdrawal election filed in accordance with Section 5.01.
5.07 Unscheduled Withdrawals
-----------------------
(a) A Participant, or Beneficiary if the Participant is deceased, may
request an Unscheduled Withdrawal of all or a portion of the
Participant's Investment Accounts and/or PPG Stock Account. Payments
from the PPG Stock Fund shall be made in the form of PPG Shares, and
payment from the Investment Accounts shall be paid in cash.
An Insider of PPG may not request an Unscheduled Withdrawal from the
PPG Stock Account at any time that such withdrawal would constitute a
Prohibited Discretionary Transaction. A Participant, or Beneficiary,
may request not more than one (1) Unscheduled Withdrawal in a Plan
Year.
(b) An Unscheduled Withdrawal must be a minimum of 25% of the
Participant's Investment and PPG Stock Accounts.
(c) An election to withdraw 75% or more of the Participant's Investment
and Stock Accounts shall be deemed a request to withdraw the entire
Account balance.
-Page 5.6-
(d) Prior to payment of any Unscheduled Withdrawal, a penalty of 10% of
the Unscheduled Withdrawal amount shall be withheld and forfeited (or
5% if such Unscheduled Withdrawal is made during the Plan Year in
which a Change in Control occurs, or the Plan Year immediately
following such Change in Control) and the Participant shall cease
Salary deferrals, if any, effective on the date the withdrawal is paid
and may not make any deferrals under the Plan, in the form of an Award
or Salary, until one entire Plan Year has elapsed following the Plan
Year in which such Unscheduled Withdrawal is made.
(e) A withdrawal pursuant to this Section 5.07 shall nullify any scheduled
in-service withdrawal election filed in accordance with Section 5.01.
5.08 Methods of Payment
------------------
(a) PPG Stock Account
-----------------
Any payment from the PPG Stock Account shall be paid in the form of
PPG Stock.
At the time of the final scheduled payment, if payments were disbursed
from the PPG Stock Account in shares of PPG Stock, any remaining
fractional shares of PPG Stock shall be converted to and paid in cash.
(b) Investment Accounts
-------------------
Payments from the Investment Accounts shall be made in cash. The value
shall be determined using the value of the closing price of the
appropriate Investment Account Shares on the last business day of the
month preceding the month in which the distribution is made.
(c) All payments to Participants, or their Beneficiaries, shall be made on
the first business day of a calendar quarter.
5.09 Small Account Provision
-----------------------
(a) Each scheduled withdrawal must equal a minimum of $2,000.
(b) If the remaining balance in a Participant's Account is less than
$2,000, the Administrator may, at his discretion, distribute the
remainder of the Account.
-Page 5.7-
5.10 Special Rules for Withdrawals by Insiders
-----------------------------------------
Anything to the contrary in this Section 5 notwithstanding, Insiders may
not, without prior approval of the Senior Vice President, Human Resources
and Administration, or his or her successor, withdraw any amount from the
PPG Stock Account which was credited to their Account balance within the
prior six months.
5.11 Withdrawals of amounts from the Transferred Interest Account
------------------------------------------------------------
(a) Withdrawals from the Transferred Interest Account shall be governed by
the election made by the Participant for his/her CEA-2 account.
(b) In the event of a Participant's death prior to receiving the entire
balance in his/her Transferred Interest Account, the Participant's
Beneficiary may elect to receive the remaining balance of the
Participant's Transferred Interest Account paid as a lump sum, or in
accordance with the payment schedule filed by the Participant.
Such election must be filed by the Beneficiary within 60-days
following the Participant's death. If no such election is made, the
balance in the Participant's account shall be paid in a lump sum. Any
lump sum payment made in accordance with this paragraph shall be paid
in the Plan Year following:
(i) the year in which the Participant's death occurs; or, if later
(ii) the year in which the 60th day following the Participant's death
occurs; and
shall be paid during the first quarter of the applicable year
specified in (i) or (ii) above.
-Page 5.8-
SECTION VI - SPECIFIC PROVISIONS
--------------------------------
RELATED TO BENEFITS
-------------------
6.01 Nonassignability
----------------
(a) Except as provided in paragraph (b) below and in Section 6.02, no
person shall have any power to encumber, sell, alienate, or otherwise
dispose of his/her interest under the Plan prior to actual payment to
and receipt thereof by such person; nor shall the Administrator
recognize any assignment in derogation of the foregoing. No interest
hereunder of any person shall be subject to attachment, execution,
garnishment or any other legal, equitable, or other process.
(b) Paragraph (a) above shall not apply to the extent that a Participant's
interest under the Plan is alienated pursuant to a "Qualified Domestic
Relations Order" ("QDRO") as defined in (S)414(p) of the Code.
(1) The Administrator is authorized to adopt such procedural and
substantive rules and to take such procedural and substantive
actions as the Administrator may deem necessary or advisable to
provide for the payment of amounts from the Plan to an Alternate
Payee as provided in a QDRO. Such rules and actions shall be
consistent with the principal purposes of the Plan.
(2) Under no circumstances may the Administrator accept an order as a
QDRO following a Participant's death.
(3) An Alternate Payee may not establish an account in the Plan. All
amounts taken from a Participant's Account, as provided in a
QDRO, must be distributed as soon as possible following the
acceptance of an order as a QDRO.
(4) In the sole discretion of the Administrator, a Participant's
scheduled withdrawal or otherwise requested withdrawal may be
delayed for a period, not to exceed six months, if the
Administrator has notice that part or all of the Participant's
Account may be subject to alienation pursuant to a QDRO.
6.02 Beneficiary Designation
-----------------------
(a) The Participant shall have the right, at any time and from time to
time, to designate any person(s) as Beneficiary. The designation of a
Beneficiary shall be effective on the date it is received by the
Administrator, provided the Participant is alive on such date.
-Page 6.1-
(b) Each time a Participant submits a new Beneficiary designation form to
the Administrator, such designation shall cancel all prior
designations.
(c) In the case of a Participant who does not have a valid Beneficiary
designation on file at the time of his/her death, or in the case the
designated Beneficiary predeceases the Participant, the entire balance
in the Participant's Account shall be paid as soon as possible to the
Participant's estate.
(d) Any Beneficiary designated by the Participant under the IC Plan, the
Annual Plan or MAP filed before January 1, 1996, shall remain in
effect for this Plan, until a new Beneficiary designation form is
filed in accordance with this Section 6.02, on or after January 1,
1996.
6.03 Limited Right to Assets of the Corporation
------------------------------------------
The Benefits paid under the Plan shall be paid from the general funds of
the Company, and the Participants and any Beneficiary shall be no more than
unsecured general creditors of the Company with no special or prior right
to any assets of the Company for payment of any obligations hereunder.
6.04 Protective Provisions
---------------------
The Participant or Beneficiary shall cooperate with the Administrator by
furnishing any and all information requested by the Administrator in order
to facilitate the payment of benefits hereunder. If a Participant refuses
to cooperate, he/she may be deemed ineligible to receive a distribution
and/or ineligible to continue to actively participate in the Plan.
6.05 Withholding
-----------
The Participant or Beneficiary shall make appropriate arrangements with the
Administrator for satisfaction of any federal, state or local income tax
withholding requirements and Social Security or other employee tax
requirements applicable to the payment of benefits under the Plan. If no
other arrangements are made, the Administrator may provide for such
withholding and tax payments by any means he deems appropriate, in his sole
discretion.
6.06 Forfeiture Provision
--------------------
(a) In the event the Company becomes aware that a Participant is engaged
or employed as a business owner, employee, or consultant in any
activity which is in competition with any line of business of the
Corporation, or has engaged in any activity otherwise determined to be
detrimental to the Company, the Administrative Subcommittee may:
-Page 6.2-
(1) Terminate such Participant's participation in the Plan, and
distribute the entire amount in the Participant's Account in a
lump sum;
(2) Apply any other diminution or forfeiture of benefits, which is
specifically approved by the Administrative Subcommittee.
For purposes of this Section 6.06, the Administrative Subcommittee
shall consist of the Senior Human Resources Officer of the Company,
the Director, Payroll and Benefits, and a representative of the Law
Department, as appointed by the General Counsel of PPG. The
Administrative Subcommittee shall report all of its activities to the
Committee.
(b) TSR Plan and the Long-Term Plan
-------------------------------
A Participant may forfeit any or all deferrals from the TSR Plan or
the Long-Term Plan held in his/her Account if the Committee determines
that such forfeiture shall occur in accordance with Section 4.04 of
the TSR Plan or the Long-Term Plan, as applicable.
-Page 6.3-
SECTION VII - ADMINISTRATION & CLAIMS
-------------------------------------
7.01 Administration
--------------
(a) The Administrator shall administer the Plan and interpret, construe
and apply its provisions in accordance with its terms. The
Administrator shall have the complete authority to:
(1) Determine eligibility for benefits;
(2) Construe the terms of the Plan; and
(3) Control and manage the operation of the Plan.
(b) The Administrator shall have the authority to establish rules for the
administration and interpretation of the Plan and the transaction of
its business. The determination of the Administrator as to any
disputed question shall be conclusive. All actions, decisions and
interpretations of the Administrator shall be performed in a uniform
and nondiscriminatory manner.
(c) The Administrator may employ counsel and other agents and may procure
such clerical, accounting and other services as the Administrator may
require in carrying out the provisions of the Plan.
(d) The Administrator shall not receive any compensation from the Plan for
his services.
(e) The Corporation shall indemnify and save harmless the Administrator
against all expenses and liabilities arising out of the
Administrator's service as such, excepting only expenses and
liabilities arising from the Administrator's own gross negligence or
willful misconduct, as determined by the Committee.
7.02 Claims
------
(a) Every person receiving or claiming benefits under the Plan shall be
conclusively presumed to be mentally and physically competent and of
age. If the Administrator determines that such person is mentally or
physically incompetent or is a minor, payment shall be made to the
legally appointed guardian, conservator, or other person who has been
appointed by a court of competent jurisdiction to care for the estate
of such person, provided that proper proof of such appointment is
furnished in a form and manner suitable to the Administrator. Any
payment made under the provisions of the paragraph (a) shall be a
complete discharge of any
-Page 7.1-
liability therefor under the Plan. The Administrator shall not be
required to see to the proper application of any such payment.
(b) Claims Procedure
----------------
Claims for benefits by a Participant or Beneficiary shall be filed, in
writing, with the Administrator. If the Administrator denies the
claim, in whole or in part, the Administrator shall furnish a written
notice to the claimant setting forth a statement of the specific
reasons for the denial of the claim, references to the specific
provisions of the Plan on which the denial is based, a description of
any additional material or information necessary to perfect the claim
and an explanation of why such material or information is necessary,
and an explanation of the review procedure. Such notice shall be
written in a way calculated to be understandable by the claimant.
The written notice from the Administrator shall be furnished to the
claimant within ninety (90) days following the date on which the claim
was filed, except that if special circumstances require an extension
of time, the Administrator shall notify the claimant of this need
within such 90-day period. Such notice shall inform the claimant the
nature of the circumstances necessitating the need for additional time
and the date by which the claimant will be furnished with the decision
regarding the claim. Such extension may provide for up to an
additional 90 days.
(c) Review Procedure
----------------
Within sixty (60) days of the date the Administrator denies a claim,
in whole or in part, the claimant, or his/her authorized
representative, may request that the decision be reviewed. Such
request shall be in writing, shall be filed with the Administrator,
and shall contain the following information:
(1) The date on which the denial was received by the claimant;
(2) The date on which the claimant's request for review was filed
with the Administrator;
(3) The specific portions of the denial which the claimant requests
the Administrator to review;
(4) A statement setting forth the basis on which the claimant
believes that a review of the decision is required;
-Page 7.2-
(5) Any written material which the claimant desires the Administrator
to take into consideration in reviewing the claim.
The Administrator shall afford the claimant, or his/her authorized
representative, an opportunity to review documents pertinent to the
claim, and shall conduct a full and fair review of the claim and its
denial. The Administrator's decision on such review shall be
furnished to the claimant in writing, and shall be written in a manner
calculated to be understandable to the claimant. Such decision shall
include a statement of the specific reason(s) for the decision,
including references to the specific provision(s) of the Plan relied
upon.
The written notice from the Administrator shall be furnished to the
claimant within sixty (60) days following the date on which the
request for review was received by the Administrator, except that if
special circumstances require an extension of time, the Administrator
shall notify the claimant of this need within such 60-day period.
Such notice shall inform the claimant the nature of the circumstances
necessitating the need for additional time and the date by which the
claimant will be furnished with the decision regarding the claim.
Such extension may provide for up to an additional 60 days.
-Page 7.3-
SECTION VIII - AMENDMENT AND TERMINATION
----------------------------------------
8.01 Amendment of the Plan
---------------------
Except as provided in Section X, the Committee may amend the Plan, in whole
or in part, at any time; however, no such amendment may decrease the amount
of benefit currently accrued in Participants' Accounts.
Except as provided in Section X, the Administrator shall have the authority
to adopt amendments to the Plan, in whole or in part, at any time,
necessary for the implementation and/or administration of the Plan, which
will not result in a material change to the Plan. Moreover, no such
amendment by the Administrator may decrease the amount of benefit currently
accrued in Participants' Accounts.
8.02 Termination of the Plan
-----------------------
Except as provided in Section X, the Committee may terminate the Plan at
any time. Upon a termination pursuant to this Section 8.02, the Committee
has the sole discretion to determine distribution schedules for any or all
Accounts, notwithstanding a Participant's previous distribution schedule.
8.03 Constructive Receipt
--------------------
In the event the Administrator determines that amounts deferred under the
Plan have been constructively received by Participants and must be
recognized as income for federal income tax purposes, distributions shall
be made to Participants, as determined by the Administrator. The
determination of the Administrator under this Section 8.03 shall be binding
and conclusive.
-Page 8.1-
SECTION IX - MISCELLANEOUS
--------------------------
9.01 Successors of the Company
-------------------------
The rights and obligations of the Company under the Plan shall inure to the
benefit of, and shall be binding upon, the successors and assigns of the
Company.
9.02 ERISA Plan
----------
The Plan is intended to be an unfunded plan maintained primarily to provide
deferred compensation benefits for "a select group of management or highly
compensated employees" within the meaning of Sections 201, 301 and 401 of
ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.
9.03 Trust
-----
The Company shall be responsible for the payment of all benefits under the
Plan. Except as otherwise required by Section X, the Company, at its
discretion, may establish one or more grantor trusts for the purpose of
providing for payment of benefits under the Plan. Such trust(s) may be
irrevocable, but the assets thereof shall be subject to the claims of the
Company's creditors. Benefits paid to the Participant from any such trust
shall be considered paid by the Company for purposes of meeting the
obligations of the Company under the Plan.
9.04 Employment Not Guaranteed
-------------------------
Nothing contained in the Plan nor any action taken hereunder shall be
construed as a contract of employment or as giving any Participant any
right to continued employment with the Corporation.
9.05 Gender, Singular and Plural
---------------------------
All pronouns and variations thereof shall be deemed to refer to the
masculine, feminine, or neuter, as the identity of the person(s) requires.
As the context may require, the singular may be read as the plural and the
plural as the singular.
9.06 Headings
--------
The headings of the Sections, subsections and paragraphs of the Plan are
for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
-Page 9.1-
9.07 Validity
--------
If any provision of the Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect, the validity of any other
provision(s) of the Plan.
9.08 Waiver of Breach
----------------
The waiver by the Company of any breach of any provision of the Plan by a
Participant or Beneficiary shall not operate or be construed as a waiver of
any subsequent breach.
9.09 Applicable Law
--------------
The Plan is intended to conform and be governed by ERISA. In any case
where ERISA does not apply, the Plan shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
9.10 Notice
------
Any notice required or permitted to be given to the Administrator under the
Plan shall be sufficient if in writing and either hand-delivered, or sent
by first class mail to the principal office of the Company at One PPG
Place, Pittsburgh, PA 15272, directed to the attention of the
Administrator. Such notice shall be deemed given as of the date of
delivery.
-Page 9.2-
SECTION X - CHANGE IN CONTROL
-----------------------------
10.01 Payments to a Trustee
---------------------
Upon, or in reasonable anticipation of, a Change in Control, as defined in
Section 10.02 below, the Senior Vice President, Human Resources and
Administration and the Senior Vice President, Finance, or either of them
or their successor, shall cause an amount, as they deem appropriate, to be
paid to a trustee on such terms as they shall deem appropriate (including
such terms as are appropriate to cause such payment not to be a taxable
event to Participants, if possible, and to cause such Awards to be
distributable to Participants in accordance with elections filed with the
Administrator). Such amount shall be paid in cash and shall be sufficient,
at a minimum, to equal to all deferred amounts credited to the Investment
Accounts, the Transferred Interest Account, and the PPG Stock Account.
Amounts in the PPG Stock Account shall be converted to cash on the basis
of the fair market value of PPG Stock on the date of the occurrence of the
Change in Control, or, if higher, within 30 days of such date. Amounts in
the Investment Accounts shall be converted to cash on the basis of the
fair market value of the appropriate Investment Account on the date of the
occurrence of the Change in Control, or, if higher, within 30 days of such
date.
10.02 Definition: Change in Control
------------------------------
A "Change in Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities").
For purposes of this subsection (a) the following acquisitions shall
not constitute a Change in Control:
Any acquisition directly from the Company;
Any acquisition by the Company;
Any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled
by the Company; or
-Page 10.1-
Any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of paragraph (c) of this
Section 10.02.
(b) Individuals who, as of September 20, 1995, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to such date whose election, or
nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(c) Approval by the shareholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination:
(i) All or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all
of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be;
(ii) No Person (excluding any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common
stock
-Page 10.2-
of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination; and
(iii) At least a majority of the members of the board of directors of
the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing
for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company; or
(e) A majority of the Board otherwise determines that a Change in Control
shall have occurred.
10.03 Plan Provisions
Following a Change in Control, the Plan may not be amended and may not be
terminated. Upon a Change in Control, in accordance with Section 10.01,
the Plan Document then in existence ("Controlling Plan") shall be provided
to the Trustee. The Controlling Plan shall govern all amounts transferred
and remain in effect until the Trustee has paid all such amounts to
Participants and/or Beneficiaries.
-Page 10.3-