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EXHIBIT 4.13
RAYTHEON EXCESS SAVINGS PLAN
ARTICLE I
NAME, PURPOSE, AND EFFECTIVE DATE
The Raytheon Excess Savings Plan ("Plan") is hereby established
effective January 1, 1999. The Plan is both an excess benefit plan as defined in
Section 3(36) of ERISA and a nonqualified, unfunded plan designed to provide
supplemental retirement benefits to a select group of management or highly
compensated employees within the meaning of Section 201(2) of ERISA. The Plan is
a new plan that, to the extent applicable (and consistent with Section
4.1(a)(1)), replaces and supercedes the excess savings plan benefit provided
under the Raytheon Excess Benefit Plan II. In no event shall a Participant be
entitled to duplicate excess benefits with respect to his or her participation
in the Savings Plan (and any plans merged into the Savings Plan).
ARTICLE II
DEFINITIONS
When used herein, the following terms shall have the following meanings
unless a different meaning is clearly required by the context of the Plan.
Capitalized terms used in this document which are not defined in this document
shall have the meaning attributed to them in the Savings Plan, as applicable.
2.1 Account. "Account" shall mean the bookkeeping account established
for each Participant in accordance with Section 4.1 to reflect his or her Excess
Savings Plan Benefit.
2.2 Beneficiary. "Beneficiary" shall mean the person or persons
(including a trust or trusts) who are entitled to receive benefits under the
Savings Plan in the event of the Participant's death (whether or not such person
or persons are expressly so designated by the Participant).
2.3 Code. The "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
2.4 Company. "Company" shall mean Raytheon Company and any Affiliate
that participates in the Savings Plan with respect to some or all of its
Employees, and any successor entity that continues the Plan. The participating
Companies shall act with respect to the Plan through the officers of Raytheon
Company or their delegates and not through the Board of Directors of Raytheon
Company or its Executive Committee.
2.5 Deferred Bonuses and Compensation. "Deferred Bonuses and
Compensation" shall mean amounts that are excluded from the definition of
compensation under the Savings Plan and attributable to either (i) salary
deferrals under nonqualified deferred compensation arrangements other than this
Plan; or (ii) bonuses (whether paid or deferred) awarded under Raytheon's
Results Based Incentive Plan, Strategic Information Technology Implementation
Program Incentive Plan, Performance Sharing Program and Achievement Award
Policy.
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2.6 Eligible Executive. "Eligible Executive" shall mean an Employee who
is a member of the select group of management or highly compensated employees as
provided in Section 201(2) of ERISA and who is selected in writing to
participate in the Plan by the Plan Administrator. An Employee's selection as an
Eligible Executive shall be determined annually by the Plan Administrator and
may be changed for any future Plan Year. An Employee who is not designated in
writing as an Eligible Executive for a particular Plan Year shall not be
considered an Eligible Executive for such Plan Year, even if the Employee was
designated as an Eligible Executive in a prior Plan Year.
2.7 Employee. "Employee" shall mean any person employed by a Company,
who is expressly so designated as an employee on the books and records of the
Company, and who is treated as such by the Company for federal employment tax
purposes. Any person who, after the close of a Plan Year, is retroactively
treated by a Company, or any other party as an Employee for such prior Plan
Year, shall not, for purposes of the Plan, be considered an Employee for such
prior Plan Year unless expressly so treated as such by the Company.
2.8 ERISA. "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time.
2.9 Participant. "Participant" shall mean any Employee eligible to receive
benefits under this Plan.
2.10 Plan Administrator. "Plan Administrator" shall mean Raytheon
Company (or any successor entity that continues the Plan) acting through its
officers or their delegates and not through its Board of Directors or its
Executive Committee.
2.11 Plan Year. "Plan Year" shall mean the twelve (12) consecutive month
period commencing January 1.
2.12 Salary Deferral Election. The agreement by which a Participant
designates a deferral percentage for purposes of determining the Excess Savings
Plan Benefit, if any, which shall be credited to the Participant's Account in
accordance with Section 4.1.
2.13 Savings Plan. "Savings Plan" shall mean the Raytheon Savings and
Investment Plan and the Raytheon Employee Savings and Investment Plan, as
applicable, both as amended and restated effective January 1, 1999 and as
subsequently amended thereafter.
ARTICLE III
ELIGIBILITY
3.1 Eligibility. Subject to the conditions of Sections 3.2, all
Employees who are eligible to participate in the Savings Plan and who are
designated by the Plan Administrator as Eligible Executives shall be eligible to
receive benefits under this Plan in accordance with Section 4.1.
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3.2 Salary Deferral Election. As a condition to the receipt of a credit
under Section 4.1(a)(2) for each Plan Year, a Participant shall make a Salary
Deferral Election in accordance with the procedures specified by the Plan
Administrator and shall have his or her Compensation reduced by the amount of
contributions that would have been required under the Savings Plan to provide
such benefit. With the exception of the first Plan Year and the year in which an
Employee is first eligible to participate in the Plan, a Salary Deferral
Election shall be void unless it is made before the beginning of the Plan Year
during which the amount to be deferred will be earned. With respect to the first
Plan Year or, if later, the first year an Employee is first eligible to
participate in the Plan, a Salary Deferral Election shall be valid for such Plan
Year as long as it is made within 30 days of the date on which the Employee is
first notified of his or her eligibility to participate in the Plan. The Salary
Deferral Election shall designate the deferral percentage to be used to
determine the amount credited to the Participant's Account under Section
4.1(a)(2). A Participant shall make a Salary Deferral Election for each Plan
Year and, once made, the Salary Deferral Election shall be irrevocable for each
such Plan Year. If a Salary Deferral Election is not made for a Plan Year in
accordance with this Section 3.2, a Participant shall not be entitled to a
credit to the Participant's Account under Section 4.1(a)(2) for such Plan Year.
ARTICLE IV
BENEFITS
4.1 Excess Savings Plan Benefit.
(a) The Excess Savings Plan Benefit shall equal the sum of the
following amounts credited (or debited) to the Participant's Account:
(1) an amount equal to the benefit determined under Section
4.1.2 of the Raytheon Excess Benefit Plan II as of December 31, 1998, if any,
including the earnings credited under the plan through such date; and
(2) an amount equal to the Elective Deferrals, Employee
After-Tax Contributions, Matching Contributions and ESOP Contributions that
would have been made on behalf of a Participant under the Savings Plan for each
Plan Year but that were not made because of the limitations on contributions and
benefits imposed by Section 415 of the Code, the limitation on compensation
imposed by Section 401(a)(17) of the Code and the exclusion of Deferred Bonuses
and Compensation from the definition of compensation under the Savings Plan; and
(3) an amount equal to the gains and losses that would have
accrued on the amounts credited to the Participant's Account under Sections
4.1(a)(1) and (2) if such amounts had been invested in the investment options
that may be available from time to time under the Savings Plan and in accordance
with the Participant's investment directions to the Plan Administrator (or its
designee in accordance with procedures to be prescribed by the Plan
Administrator).
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(b) The amount of the credit under Section 4.1(a)(2) for each Plan Year
shall, to the extent applicable, be determined based on the deferral percentage
designated in the Participant's Salary Deferral Election for each such Plan
Year. The gains and losses prescribed in Section 4.1(a)(3) shall be credited (or
debited) from the end of the month the contributions would have been made under
the Savings Plan until the end of the month preceding the date the benefits
represented by such credits are actually distributed to or on behalf of the
Participant.
(c) In no event shall a Participant be entitled to duplicate Excess
Savings Plan Benefits under this Plan with respect to the same item of
compensation.
4.2 Vesting. Except as set forth in Sections 4.5 and 4.6, a Participant
shall have a nonforfeitable right to his or her Excess Savings Plan Benefit.
4.3 Distribution Election. Each Participant shall designate in his or
her initial Salary Deferral Election the manner in which benefits shall be
payable from the options available under Section 4.4. Such designation shall be
irrevocable and shall apply to all amounts payable under the Plan. Distributions
shall be made only as specifically provided for in the Plan.
4.4 Distribution Options.
(a) Except as otherwise provided herein, the distribution of a
Participant's benefits under the Plan shall commence in the January immediately
following the calendar year in which the Participant has a termination of
employment with the Company and its affiliates, and shall be payable in one of
the following forms, as selected at the time of a Participant's initial Salary
Deferral Election:
(1) in a lump-sum payment;
(2) in annual installments over a period of five (5) years,
payable in January of each year; or
(3) in annual installments over a period of ten (10) years,
payable in January of each year.
(b) A Participant who participated in the Raytheon Excess Benefit Plan
II immediately before January 1, 1999, and who selected distribution options in
his or her initial salary deferral election under such plan, may, in lieu of the
distribution options described above, elect to have his or her Excess Savings
Plan Benefit payable at the time and in the form selected under the Raytheon
Excess Benefit Plan II. If a Participant does not designate a distribution
option at the time of his or her initial Salary Deferral Election in accordance
with this Section 4.4, the Participant's Excess Savings Plan Benefit shall be
payable in annual installments over a period of five (5) years, payable in
January of each year, commencing in the January immediately following the
calendar year in which the Participant has a termination of employment with the
Company and its affiliates. Upon the death of a Participant prior to a complete
distribution of the balance to the credit of his or her benefits under the Plan,
the remaining benefits shall be payable to his or her designated Beneficiary in
accordance with the distribution options selected by the Participant pursuant to
this Section 4.4.
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4.5 Benefits Unfunded. The benefits payable under the Plan shall be
paid solely out of the general assets of the participating Company that is the
employer of the Participant (or was the most recent employer) at the time
benefits first become payable and shall not be otherwise specifically funded in
any manner. For this purpose, the Plan Administrator shall maintain separate
books and records for each participating Company and its respective Employees
who are Participants. Nothing herein contained shall preclude the creation of a
bookkeeping or other reserve for benefits payable hereunder.
4.6 ERISA Unwind Provision. Notwithstanding anything to the contrary
contained herein, if a judicial or administrative determination is made or the
Plan Administrator has reason to believe that an Employee does not qualify as an
Eligible Executive, if required hereunder, the Employee shall cease to be a
Participant under this Plan and the Plan Administrator shall pay to such
Employee all benefits due him or her from this Plan, if any, as soon as
administratively feasible.
ARTICLE V
ADMINISTRATION
5.1 Plan Administration. The Plan shall be administered by the Plan
Administrator in accordance with its terms and purposes. The Participant's
distribution elections under Sections 4.3 and 4.4 shall constitute expressions
of preferences concerning the amount and manner of payment of the benefits due
to or on behalf of the Participant from the Plan. As such, the Participant's
distribution elections shall not in any manner require the Plan Administrator to
pay benefits in accordance with such preferences. The Plan Administrator shall
determine the amount and manner of payment of the benefits due to or on behalf
of each Participant from the Plan and shall cause them to be paid in cash by the
appropriate participating Company accordingly.
5.2 Finality of Decisions. Except as otherwise provided in Section 5.3,
the Plan Administrator shall have full discretionary authority to determine
eligibility for benefits and to construe the terms of the Plan, including all
questions of fact and law. In addition, the decisions made by and the actions
taken by the Plan Administrator in the administration of the Plan shall be final
and conclusive on all persons, and the Plan Administrator shall not be subject
to any liability whatsoever with respect to the administration of the Plan.
5.3 Claims Procedures. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Plan Administrator a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan. Any such determination by the Administrator shall be made pursuant to
the following procedures, which shall be conducted in a manner designed to
comply with Section 503 of ERISA:
(a) Step 1. Claims for a benefit should be filed by a Claimant as soon
as practicable after the Claimant knows or should know that a dispute has arisen
with respect to the benefit, but at least thirty (30) days prior to the
Claimant's actual retirement date or, if applicable, within sixty (60) days
after the death, disability or termination of employment of the Participant
whose benefit is at issue, by mailing a copy of the claim to the Benefits and
Services Department, Raytheon Company, 141 Spring Street, Lexington,
Massachusetts 02421.
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(b) Step 2. In the event that a claim is wholly or partially denied by
the Plan Administrator, the Plan Administrator shall, within ninety (90) days
following receipt of the claim, so advise the Claimant in writing setting forth:
the specific reason or reasons for the denial; specific reference to pertinent
Plan provisions on which the denial is based; a description of any additional
material or information necessary for the Claimant to perfect the claim; an
explanation as to why such material or information is necessary; and an
explanation of the Plan's claim review procedures.
(c) Step 3. Within sixty (60) days following receipt of the denial of a
claim for a benefit, a Claimant desiring to have the denial appealed shall file
a request for review by an officer of Raytheon Company or a review committee, as
designated by Raytheon Company, by mailing a copy thereof to the address shown
in Section 5.3(a); provided, however, that such officer or any member of such
review committee, as applicable, may not be the person who made the initial
adverse benefit determination nor a subordinate of such person.
(d) Step 4. Within thirty (30) days following receipt of a request for
review, the designated officer or review committee shall provide the Claimant a
further opportunity to present his or her position. At the designated officer or
review committee's discretion, such presentation may be through an oral or
written presentation. Prior to such presentation, the Claimant shall be
permitted the opportunity to review pertinent documents and to submit issues and
comments in writing. Within a reasonable time following presentation of the
Claimant's position, which usually should not exceed thirty (30) days, the
designated officer or review committee shall inform the Claimant in writing of
the decision on review setting forth the reasons for such decision and citing
pertinent provisions in the Plan.
ARTICLE VI
AMENDMENT AND TERMINATION OF PLAN
6.1 Amendment and Termination. While Raytheon Company intends to
maintain the Plan in conjunction with the Savings Plan for as long as necessary,
Raytheon Company reserves the right to amend and/or fully or partially terminate
the Plan at any time for whatever reasons it may deem appropriate, provided that
no amendment or termination of the Plan shall affect any participating Company's
obligation to pay the benefits due to the Participants hereunder but only to the
extent of the value of such benefits which have accrued up to the date of the
amendment or termination.
ARTICLE VII
MISCELLANEOUS
7.1 No Enlargement of Employee Rights. Nothing contained in the Plan
shall be construed as a contract of employment between any Company and an
Employee or as a right of any Employee to be continued in the employment of any
Company, or as a limitation of the right of any Company to discharge any
Employee at any time, with or without notice and with or without cause.
7.2 Assignment. The benefits payable under this Plan may not be
assigned, alienated, transferred, pledged or otherwise encumbered.
7.3 Governing Law. To the extent not preempted by ERISA, this Plan
shall be governed by the laws of the Commonwealth of Massachusetts.