OUTSOURCING SOLUTIONS INC.
DEFERRED COMPENSATION PLAN
ARTICLE 1
General Provisions
Section 1.01 Establishment of the Plan. Outsourcing Solutions Inc. hereby
establishes this plan as a deferred compensation plan of the Employer for a
select group of management and highly compensated employees of the Employer. The
name of this plan is the Outsourcing Solutions Inc. Deferred Compensation Plan
(the "Plan"). The effective date of the Plan is November 1, 2000.
Section 1.02 Purpose. The purpose of this Plan is to provide deferred
compensation benefits to a select group of management and highly compensated
employees of the Employer.
ARTICLE 2
Definitions and Rules of Construction
Section 2.01 Definitions. Whenever used herein, the following words and
phrases shall have the following meanings, unless a different meaning is plainly
required by the context in which the word or phrase is used:
(a) "Administrator" shall mean the person or entity appointed pursuant
to Section 6.02 to administer the Plan.
(b) "Beneficiary" shall mean the person or persons, including a trust,
designated by a Participant on a salary deferral agreement or other form
prescribed by the Administrator as the recipient of any benefits payable under
the Plan with respect to the Participant after his or her death. If no person
has been designated as the Beneficiary of a Participant, or if no person so
designated survives the Participant, then the Beneficiary shall be determined as
follows:
(1) If the Participant is survived by a spouse, the spouse shall
be the Beneficiary of the Participant.
(2) If the Participant is not survived by a spouse, the
Beneficiary shall be the estate of the Participant; provided, however, that if
administration of the estate of the Participant is not otherwise necessary or
legally required, the Employer may, in its sole discretion, determine that the
Beneficiary shall be the heirs at law of the Participant under the laws of
descent and distribution then in effect in the state or other jurisdiction of
which the Participant died a domiciliary.
If any amount becomes payable under this Plan to a Beneficiary who survives the
Participant but dies before receiving such amounts payable under the Plan, and
if the Participant has not named a contingent Beneficiary who survives such
Beneficiary, then the Employer may, in its sole discretion, make any such
payments to the person or persons who would be a Beneficiary under the foregoing
provisions, as if the deceased Beneficiary had been a deceased Participant who
had not designated a Beneficiary who survived him or her.
(c) "Board" shall mean the Compensation Committee or any successor
thereto, or, if none, the Board of Directors, of Outsourcing Solutions Inc.
(d) "Bonus" shall mean the monetary compensation paid or payable to an
Employee by the Employer for services rendered, other than Salary, either (i)
pursuant to an employment, bonus, incentive compensation or other agreement or
arrangement to which the Employer and such Employee are parties, or (ii) as
otherwise determined by the Board in its sole discretion.
(e) "Compensation" shall mean Salary and/or Bonus paid or payable to
an Employee by the Employer during or in respect to any given Plan Year.
(f) "Deferred Compensation" shall mean, in the case of a given
Participant, the aggregate amount of Employer contributions credited pursuant to
Section 4.02 hereof to the Participant Account established with respect to such
Participant.
(g) "Disability" shall mean with respect to a Participant, permanent
and total disability, as defined in the Employer's long-term disability plan,
and eligibility for benefits under such plan.
(h) "Eligible Employee" shall mean an Employee of the Employer who is
designated by the Administrator as eligible to participate in the Plan.
(i) "Employee" shall mean any person who is classified as an employee
by the Employer.
(j) "Employer" shall mean Outsourcing Solutions Inc., a Delaware
corporation, and any subsidiary, affiliate or successor that adopts this Plan.
(k) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
(l) "In-Service Account" shall mean the subaccount established by the
Employer on its books and records with respect to a Participant pursuant to
Section 4.01(b).
(m) "Participant" shall mean an Eligible Employee who has elected to
defer Compensation pursuant to the Plan, provided that a person shall cease to
be a Participant as soon as all benefits payable under the Plan with respect to
such person have been distributed.
(n) "Participant Account" shall mean a Participant's Retirement
Account and In-Service Account collectively.
(o) "Plan" shall mean the Outsourcing Solutions Inc. Deferred
Compensation Plan, as stated in this instrument and as amended from time to
time.
(p) "Plan Year" shall mean the consecutive twelve (12) month period
commencing on each January 1 and ending on the following December 31, except for
the initial Plan Year, which shall commence on November 1, 2000 and end on
December 31, 2000.
(q) "Retirement Account" shall mean the subaccount established by the
Employer on its books and records with respect to a Participant pursuant to
Section 4.01(a).
(r) "Retirement Age" shall mean, for purposes of the Plan only,
attainment of age fifty-five (55) and completion of five (5) Years of Service,
as defined in the Outsourcing Solutions Inc. Retirement Savings Plan.
(s) "Salary" shall mean the monetary compensation paid or payable to
an Employee by the Employer for services rendered as base salary.
(t) "Separation from Service" shall mean, with respect to a
Participant, the termination of the employment relationship between the Employer
and such Participant.
(u) "Unforeseeable Emergency" shall mean severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or a dependent of the Participant, loss of the Participant's
property due to casualty or other similar extraordinary and unforeseeable
circumstance arising as a result of an event beyond the control of the
Participant.
(v) "Valuation Funds" shall mean the investment options designated for
purposes of crediting earnings or losses to Participant Accounts pursuant to
Section 4.03.
Section 2.02 Rules of Construction. The following rules of construction
shall govern the interpretation of the Plan:
(a) Words used in the singular shall be construed to include the
plural, where appropriate, and vice versa.
(b) The headings and subheadings in the Plan are inserted for
convenience of reference only and are not to be considered in the construction
of any provision of the Plan.
(c) The provisions of the Plan shall be construed and governed by the
laws of the State of Missouri.
ARTICLE 3
Participation and Election to Defer
Section 3.01 Participation. An Eligible Employee shall become a Participant
when any amount is credited by the Employer to such Eligible Employee's
Participant Account pursuant to Section 4.02. Upon becoming a Participant, an
individual shall be bound by the provisions of the Plan, as amended from time to
time, and the rules established by the Board or the Administrator from time to
time with respect to the Plan.
ARTICLE 4
Participant Accounts
Section 4.01 Participant Accounts. The Employer shall establish a
Participant Account with respect to each Participant under the Plan consisting
of one or both of the following subaccounts:
(a) a Retirement Account for payment or commencement of benefits after
the Participant's Separation from Service following attainment of Retirement Age
or on account of Disability; and
(b) an In-Service Account for payment or commencement of benefits upon
a date (month and year) specified by the Participant. As of the last day of each
month, the Employer shall credit to the Retirement Account and/or In-Service
Account, as elected by the Participant, all amounts of Compensation deferred in
such month by the Participant with respect to whom such Participant Account was
established. Amounts credited to a Participant's Retirement Account may not be
transferred to his or her In-Service Account, and amounts credited to a
Participant's In-Service Account may not be transferred to his or her Retirement
Account. Title to and beneficial ownership of all amounts of Deferred
Compensation and all investment earnings thereon shall at all times be and
remain in the Employer unless and until distributed in accordance with Article 5
hereof.
Section 4.02 Employer Contributions. Each Eligible Employee, subject to the
Employer's approval and the conditions of this Section 4.02, may enter into an
agreement with the Employer, on the form prescribed by the Administrator, for
the deferral of Compensation. The terms of any such salary deferral agreement
shall provide that the Eligible Employee agrees to accept a reduction in his or
her Compensation for services rendered in the succeeding Plan Year and shall
specify:
(a) the amount of such reduction, in whole percentages, determined
separately for such Eligible Employee's Salary and Bonus; provided, however,
that such reduction for any Plan Year shall not be (i) less than two thousand
dollars ($2,000) (for the Plan Year ending December 31, 2000, five hundred
dollars ($500)), or (ii) more than the lesser of (A) twenty-five thousand
dollars ($25,000), and (B) twenty-five percent (25%) of such Eligible Employee's
Compensation for the Plan Year (for the Plan Year ending December 31, 2000,
twenty-five percent (25%) of such Eligible Employee's Compensation for calendar
year 2000);
(b) the percentage of the amount specified under subsection (a) to be
credited to such Eligible Employee's Retirement Account and/or In-Service
Account; provided, however, that for any Plan Year in which such Eligible
Employee is scheduled to receive a distribution from his or her In-Service
Account pursuant to subsection (c) and Section 5.02, whether as a single lump
sum or an annual installment, 100% of such amount shall be credited to his or
her Retirement Account, and such Eligible Employee may not elect to have any
additional amount credited to his or her In-Service Account prior to the first
Plan Year beginning after full distribution therefrom under Section 5.02;
(c) at such time, if any, that the Eligible Employee first elects to
have Deferred Compensation credited to his or her In-Service Account:
(1) upon or after becoming a Participant; or
(2) for any Plan Year beginning after full distribution from his
or her In-Service Account under Section 5.02;
the date (month and year) for payment or commencement of benefits from his or
her In-Service Account attributable to all Deferred Compensation credited
thereto prior to such date; provided, however, that such date must be at least
three (3) years after the date Deferred Compensation is first credited to the
Eligible Employee's In-Service Account;
(d) the form of benefit payable (i) under Section 5.01 from the
Eligible Employee's Retirement Account, if applicable, (ii) under 5.02 from his
or her In-Service Account, if applicable, and (iii) under Section 5.04 in the
event of his or her death; provided, however, that any form of benefit elected
by the Eligible Employee shall remain in effect unless changed on a salary
deferral agreement or other form prescribed by the Administrator that is filed
with the Employer at least twenty-four (24) months prior to the date benefits
become payable; and
(e) the Valuation Funds to which such Deferred Compensation shall be
allocated, determined separately for amounts credited to the Eligible Employee's
Retirement Account and In-Service Account.
In consideration of the Eligible Employee's salary deferral agreement, the
Employer shall credit on a monthly basis in accordance with Section 4.01 such
Eligible Employee's Participant Account in an amount equal to the total amount
by which the Participant's Compensation from the Employer was reduced during the
Plan Year pursuant to the salary deferral agreement. Salary deferral agreements
must be filed with the Employer by the date specified by the Administrator,
which shall not be later than November 30 prior to the Plan Year for which the
agreement is effective, and shall be irrevocable thereafter; provided, however,
that:
(f) for the Plan Year beginning November 1, 2000, Eligible Employees
may file a salary deferral agreement with the Employer on or before November 10,
2000, and the reduction in his or her Compensation specified in such agreement,
determined as a percentage of Salary and/or Bonus paid or payable for calendar
year 2000, shall be applicable to Compensation payable on or after November 25,
2000; and
(g) an Employee who first becomes an Eligible Employee during a Plan
Year may file a salary deferral agreement with the Employee within thirty (30)
days thereafter, and the reduction in his or her Compensation specified in such
agreement, determined as a percentage of Salary and/or Bonus payable after such
agreement is filed, shall be applicable to such Compensation.
Section 4.03 Valuation Funds. As of the last day of each month, each
Participant's Retirement Account and/or In-Service Account shall be credited,
prior to crediting Deferred Compensation for such month thereto, with earnings
or losses as if such accounts had been invested in accordance with the
Valuations Funds specified by the Participant. The Employer shall designate the
Valuation Funds available to Participants, and may change such Valuation Funds
from time to time. As of the last day of any calendar quarter, the Participant
(or, following the Participant's death, his or her Beneficiary) may elect to
change the Valuation Funds, effective commencing with the next calendar quarter,
for either or both of:
(a) Deferred Compensation credited to his or her Retirement Account
and/or In-Service Account for the remainder of such Plan Year; or
(b) amounts credited to his or her Retirement Account and/or
In-Service Account as of such date. Any such election must be filed with the
Employer on a salary deferral agreement or other form prescribed by the
Administrator prior to the last day of the calendar quarter preceding the
calendar quarter in which the election becomes effective. Notwithstanding
anything herein to the contrary, Valuation Funds are designated solely as
measures for crediting earnings or losses to Participant Accounts, and the
Employer shall not be required to actually invest Participant Accounts in the
Valuation Funds.
Section 4.04 Forms. Salary deferral agreements and other forms under this
Plan may be filed in any medium designated by the Administrator in accordance
with applicable law.
ARTICLE 5
Benefits
Section 5.01 Retirement Account. After a Participant's Separation from
Service following attainment of Retirement Age or on account of Disability, the
Employer shall distribute to such Participant a benefit equal to the entire
amount of his or her Retirement Account in one of the following forms, as
elected by the Participant pursuant to Section 4.02(d):
(a) a single lump sum; or
(b) five (5) substantially equal annual installments, determined by
dividing the Participant's Retirement Account as of the date of any such
installment by the number of installments remaining to be paid (including such
installment).
Such distribution shall be paid or commence in January of the Plan Year
following the Participant's Separation from Service. The balance of a Retirement
Account which is distributable under subsection (b) shall continue to be
credited with earnings or losses in accordance with the Valuation Funds
specified by the Participant pursuant to Sections 4.02(e) and/or 4.03 until the
Retirement Account has been fully distributed.
Section 5.02 In-Service Account. Except as otherwise provided in Section
5.03, the Employer shall distribute to a Participant a benefit equal to the
amount of his or her In-Service Account payable at any time in one of the
following forms, as elected by the Participant pursuant to Section 4.02(d):
(a) a single lump sum; or
(b) five (5) substantially equal annual installments, determined by
dividing the Participant's In-Service Account as of the date of any such
installment by the number of installments remaining to be paid (including such
installment).
Such distribution shall be paid or commence on the date specified by the
Participant pursuant to Section 4.02(c). The balance of any amount of an
In-Service Account which is distributable under subsection (b) shall continue to
be credited with earnings or losses in accordance with the Valuation Funds
specified by the Participant pursuant to Sections 4.02(e) and/or 4.03 until such
amount has been fully distributed.
Section 5.03 Separation from Service Prior to Attainment of Retirement Age
or Disability. In the event of a Participant's Separation from Service prior to
attainment of Retirement Age or Disability, the Employer shall distribute to
such Participant (or, in the event of the Participant's death prior to such
distribution, his or her Beneficiary) a benefit equal to the entire amount of
his or her Participant Account, including the balance of the Participant's
In-Service Account regardless of whether distribution has commenced under
Section 5.02(b), in a single lump sum as soon as administratively feasible after
such Separation from Service.
Section 5.04 Death Benefit.
(a) Except as otherwise provided in subsection (b), in the event of
the death of a Participant prior to Separation from Service (or, in the case of
a Participant who has attained Retirement Age or incurred a Disability, the
death of such Participant after Separation from Service but prior to the payment
or commencement of benefits under Section 5.01), the Employer shall distribute
to such Participant's Beneficiary a benefit equal to the entire amount of the
Participant's Participant Account in one of the following forms, as elected by
the Participant pursuant to Section 4.02(d):
(1) a single lump sum; or
(2) five (5) substantially equal annual installments, determined
by dividing the Participant's Participant Account as of the date of any such
installment by the number of installments remaining to be paid (including such
installment).
Such distribution shall be paid or commence in January of the Plan Year
following the Participant's death. The balance of a Participant Account which is
distributable under subsection (a)(2) shall continue to be credited with
earnings or losses in accordance with the Valuation Funds specified by the
Participant or Beneficiary pursuant to Sections 4.02(e) and/or 4.03 until the
Participant Account has been fully distributed.
(b) In the event of the death of a Participant after commencement of
benefits under Section 5.01(b) and/or 5.02(b), the balance remaining in the
Participant's Retirement Account and/or In-Service Account shall be paid in one
of the following forms, as elected by the Participant pursuant to Section
4.02(d):
(1) a single lump sum as soon as administratively feasible after
such Participant's death; or
(2) the number of substantially equal annual installments
remaining to be paid as of the Participant's death in accordance with Section
5.01(b) and/or 5.02(b).
Section 5.05 Pre-Retirement Survivor Benefit. If the conditions described
below for payment of the pre-retirement survivor benefit are satisfied, the
Employer shall continue such Participant's Salary after his or her death at such
Participant's regular rate for a period of twenty-four (24) months, not to
exceed two hundred thousand dollars ($200,000), which shall be payable to the
Beneficiary of such Participant in addition to the death benefit under Section
5.04. The conditions for payment of such pre-retirement survivor benefit shall
be satisfied if:
(a) at the time the Participant enters into his or her initial salary
deferral agreement under Section 4.02, the Participant consents on the form
prescribed by the Administrator to the purchase of insurance on the
Participant's life by the Employer or a trust established in connection with the
Plan; provided, however, that payment of the pre-retirement survivor benefit
shall not be contingent upon the Participant's insurability; and
(b) the Participant's death occurs prior to Separation from Service
and during a Plan Year for which a salary deferral agreement is in effect.
Notwithstanding anything herein to the contrary, the pre-retirement survivor
benefit under this Section 5.05 shall not be payable with respect to an Eligible
Employee who does not become a Participant and meet the conditions described
above.
Section 5.06 Benefits for Unforeseeable Emergency. If a Participant
experiences unforeseen, adverse circumstances which the Administrator determines
constitute an Unforeseeable Emergency, such Participant may request the
Administrator to:
(a) decrease or terminate the reduction of such Participant's
Compensation for the Plan Year under Section 4.02(a); or
(b) distribute to the Participant from his or her Participant Account
a lump sum emergency benefit not in excess of the amount necessary to satisfy
the Unforeseeable Emergency. The Administrator shall have sole and absolute
discretion with respect to the determination as to (i) what constitutes an
Unforeseeable Emergency, (ii) whether to decrease or terminate the reduction of
a Participant's Compensation under subsection (a), and (iii) the amount of any
lump sum emergency benefit to be distributed under subsection (b). If a
Participant receives a lump sum emergency benefit, such Participant's salary
deferral agreement then in effect, if any, shall be terminated, and no new
salary deferral agreement shall be effective with respect to such Participant
for at least twelve (12) months following the date of distribution of such lump
sum emergency benefit.
ARTICLE 6
Administration
Section 6.01 General. The Administrator and the Employer shall be
responsible for discharging only the duties (if any) assigned to it under the
Plan and shall not be responsible for any act or failure to act of any other
individual or entity.
Section 6.02 Administrator.
(a) The Board shall appoint, or authorize an officer of the Employer
to appoint, a person or entity (which may include a committee consisting of at
least three individuals) to administer the Plan. The person or entity (including
each member of a committee) appointed under this Section shall be the "named
fiduciary" within the meaning of Section 402(a)(2) of ERISA. The Administrator
shall serve at the pleasure of the Board. The Administrator (including any
member of a committee) may resign by submitting his or her resignation in
writing to the Board. The Administrator shall serve without compensation, unless
otherwise determined by the Employer.
(b) If a committee is appointed to serve as Administrator, the
committee shall hold meetings upon such notice, at such place and at such
intervals as it considers appropriate. A majority of the members of the
committee at any time in office shall constitute a quorum for the transaction of
business. All resolutions or other actions taken by the committee shall be by a
majority of those present at a meeting of the committee, or if no meeting is
held, by an instrument in writing signed by all of the members of the committee
then in office. No member of the committee shall have the right to vote to
decide upon any matters relating solely to himself or herself or solely to his
or her rights or benefits under the Plan.
Section 6.03 Responsibilities of Administrator. The Administrator shall
have such power as may be necessary to discharge its duties hereunder,
including, but not by way of limitation, the following; and all decisions of the
Administrator shall be final:
(a) to make and enforce such rules and regulations as it shall deem
necessary or appropriate for the administration of the Plan;
(b) to interpret the Plan and decide all matters arising under it;
(c) to resolve questions relating to all aspects of a person's
participation in the Plan, including the amount and manner of distribution of
benefits, and the status of persons as Beneficiaries;
(d) to authorize the payment of benefits;
(e) to keep such records and submit such filings, elections,
applications, returns or other documents or forms as may be required under
federal, state or local law and regulations;
(f) to engage such accountants, attorneys, agents, and other
consultants as may be necessary or advisable for the proper administration of
the Plan;
(g) by written instrument, to allocate and delegate its fiduciary
responsibilities to another person or entity; and
(h) notwithstanding any provision of this Plan to the contrary, the
Administrator shall have sole and full discretionary authority to determine
eligibility to receive benefits and to construe and determine the meaning of all
terms of the Plan, including without limitation questions arising in the
administration, interpretation and application of the Plan.
Section 6.04 Tax Withholding. The Administrator shall have the right, to
the extent permitted by law, to authorize or arrange for the deduction from any
distribution or payment otherwise due under the Plan to a person or entity for
any federal, state or local taxes of any kind required by law to be withheld
with respect to such distribution or payment.
Section 6.05 Inability to Locate Distributee. Each person entitled to
receive a benefit under the Plan shall keep the Administrator advised of his or
her current address. If the Administrator is unable to locate a person to whom a
benefit is payable under the Plan for a period of thirty-six (36) months,
commencing with the date the benefit first becomes payable, the total amount
payable to the person shall be forfeited; provided, however, that if the person
to whom a benefit is payable makes a claim in writing for such benefit after the
expiration of such thirty-six (36) month period, the benefit shall be
reinstated. In the event of such reinstatement, payment shall be made in the
same form and amount as initially applicable as soon as administratively
feasible after the date on which the Administrator receives the written claim
for the benefit.
Section 6.06 Expenses of Plan and Trust. In the event that the Employer, in
its sole discretion, establishes a trust in connection with the Plan, all of the
expenses, taxes and charges, including without limitation, any trustee's or
custodian's charges and fees for accountants, attorneys, agents, investment
advisors and other consultants, incurred in connection with the administration
or operation of the Plan and such trust shall be paid out of the trust fund,
unless the Board, in its sole discretion, determines that such expenses shall be
paid by the Employer.
Section 6.07 Indemnification of Administrator. The Employer shall indemnify
the Administrator against and with respect to any and all damages, taxes,
losses, liabilities and expenses (including, but not limited to, attorneys'
fees) resulting from any claim, proceeding, action, or other charge against it,
directly or indirectly resulting from any act, or omission or failure to act in
connection with the Plan and any related trust, provided that as to such matter
the Administrator has not breached its fiduciary duties under ERISA.
ARTICLE 7
Miscellaneous
Section 7.01 Amendment, Modification, Suspension and Termination.
Outsourcing Solutions Inc. reserves the right to amend, modify, suspend or
terminate the Plan at any time by action of the Board; provided, however, that
no amendment, modification, suspension or termination of the Plan shall diminish
or impair the rights of a Participant or Beneficiary with respect to amounts
deferred prior to such amendment or termination.
Section 7.02 Assignment of Benefits Prohibited. No Participant or
Beneficiary shall have any right to sell, assign, transfer, pledge, or otherwise
convey the right to receive any payment hereunder; nor shall any such right or
payment be subject to attachment, garnishment, levy, pledge, bankruptcy, or any
other manner or kind of execution in connection with any claim against a
Participant or a Beneficiary. Any attempt to assign, alienate, transfer, attach,
garnish or encumber any benefit hereunder shall be null and void.
Section 7.03 Incapacity. In the event that the Administrator determines
that any person entitled to benefits hereunder is unable to care for his or her
affairs because of illness or accident, any payment due (unless a duly qualified
guardian or other legal representative has been appointed) may be paid for the
benefit of such person to his or her spouse, parent, brother, sister or other
party deemed by the Administrator to have incurred expenses for such person.
Section 7.04 Required Information. Any person eligible to receive benefits
hereunder shall furnish to the Administrator any information or proof requested
by the Administrator and reasonably required for the proper administration of
the Plan. Failure on the part of any person to comply with any such request
within a reasonable period of time shall be sufficient grounds for delay in the
payment of any benefits that may be due under the Plan until such information or
proof is received by the Administrator.
Section 7.05 Employer Obligations Unfunded. It is the intention of the
Employer that the arrangements pursuant to the Plan be unfunded for tax purposes
and for the purposes of Title I of ERISA. All amounts credited to any
Participant Account established by the Employer shall at all times prior to the
distribution thereof in accordance with the Plan be and remain the sole and
exclusive property of the Employer and as such shall constitute part of the
general assets of the Employer that are subject to the claims of the creditors
of the Employer. The right of a Participant or Beneficiary to receive any
distribution under the Plan is merely a contractual right to payment, and the
Plan does not grant to any Participants or Beneficiaries any interest in or
right to any of the funds, property, or assets of the Employer other than as a
general unsecured creditor of the Employer. In the event that, in its
discretion, the Employer purchases an insurance policy or policies insuring the
life of the Participant (or any other property) to allow the Employer to recover
the cost of providing benefits under this Plan, in whole or in part, neither the
Participant nor his or her Beneficiary shall have any rights whatsoever therein
or in the proceeds therefrom. The Employer shall be the sole owner and
beneficiary of any such insurance policy or other property and shall possess and
may exercise all incidents of ownership therein. Nothing contained herein or
otherwise shall be deemed to create a trust of any kind or create a fiduciary
relationship between a Participant, on the one hand and the Employer, the Board
or individual members of the Board, on the other hand. The Board and the
individual members of the Board shall have no liability of any nature to a
Participant hereunder with respect to or arising from the Plan.
Section 7.06 No Contract of Employment. The Plan shall not be deemed to
constitute a contract between the Employer and any Employee. Nothing contained
in the Plan shall be deemed to give any Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Employee at any time without regard to the effect that such
discharge may have upon him or her under the Plan, nor shall it be deemed to
give the Employer the right to require any Employee to remain in its employ, nor
shall it interfere with an Employee's right to terminate his or her employment
at any time. Nothing contained in the Plan shall be construed to give any
Employee, Participant, or Beneficiary or their spouse any legal or equitable
rights against the Employer, the Board, any member of the Board, the
Administrator or any trustee, or their agents or employees, except as provided
in the Plan.
Section 7.07 Authority of Officers of Employer. Whenever the Employer is
permitted or required under the terms of the Plan to do or perform any act or
matter or thing, it shall be done and performed by any officer thereof duly
authorized by the Board.
IN WITNESS WHEREOF, Outsourcing Solutions Inc. has caused this Plan to be
executed as of the 1st day of October, 2000.
OUTSOURCING SOLUTIONS INC.
By: /s/ Garl L. Weller
----------------------------------------------
Gary L. Weller
Its: Executive Vice President and
Chief Financial Officer