FLEMING COMPANIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(Adopted Effective November 1, 1997)
FLEMING COMPANIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
PAGE
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ARTICLE I Name and Purpose of Plan 1
1.1 Name of Plan 1
1.2 Purpose of Plan 1
ARTICLE II Definitions and Construction 1
2.1 Definitions 1
2.2 Construction 7
ARTICLE III Participation 7
3.1 Selection for Participation 7
3.2 Participation in Consideration
for Future Services Only 7
3.3 Other Agreements 7
ARTICLE IV Contributions 7
4.1 Payments by the Company and/or Subsidiary 7
ARTICLE V Supplemental Normal Retirement Income 8
5.1 Amount 8
5.2 Form of Benefit 8
5.3 Commencement of Benefit 8
5.4 Postponed Retirement Date 8
5.5 Payment of Supplemental Normal
Retirement Income 9
ARTICLE VI Death of a Participant 9
6.1 Payment of Supplemental Death Benefit 9
6.2 Beneficiary Designation 10
ARTICLE VII Early Retirement 10
7.1 Supplemental Early Retirement Income 10
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ARTICLE VIII Disability 11
8.1 Supplemental Disability Retirement Income 11
8.2 Proof of Disability 11
ARTICLE IX Termination of Employment 12
9.1 Termination of Employment Prior to
Retirement Date 12
9.2 Acceleration of Vesting of
Supplemental Normal Retirement Income
Upon Change in Control 12
ARTICLE X Manner of Payment of Benefits 15
10.1 Payment at Actual Retirement 15
10.2 Committee May Approve Change of Form of
Payment 16
ARTICLE XI General Benefit Provisions 16
11.1 Reemployed Participants Who Had
Been Receiving Benefits 16
11.2 Restrictions on Alienation of Benefits 16
11.3 No Trust 17
11.4 Plan Unfunded - No Assignment 17
11.5 Withholding and Other Employment Taxes 17
ARTICLE XII Provisions Relating to Participants 18
12.1 Information Required of Participants 18
12.2 Abandonment of Benefits 18
12.3 Benefits Payable to Incompetents 18
12.4 Conditions of Employment Not
Affected by Plan 19
ARTICLE XIII Administration 19
13.1 Allocation of Responsibility for
Plan Administration 19
13.2 Appointment of Committee 19
13.3 Claims Procedure 19
13.4 Review Procedure 20
13.5 Records and Reports 20
13.6 Other Committee Powers and Duties 20
13.7 Rules and Decisions 21
13.8 Committee Procedures 21
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ARTICLE XIV Amendment and Termination 21
14.1 Right to Amend or Alter Plan 21
14.2 Right to Terminate Plan 22
14.3 Merger of Company or Termination
of Qualified Plan 22
14.4 Forfeiture of All Benefits 22
ARTICLE XV Miscellaneous Provisions 23
15.1 Articles and Section Titles
and Headings 23
15.2 Laws of Oklahoma to Govern 23
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FLEMING COMPANIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
FLEMING COMPANIES, INC., an Oklahoma corporation, hereby adopts the
FLEMING COMPANIES, INC. EXECUTIVE DEFERRED COMPENSATION PLAN upon the following
terms and conditions.
ARTICLE I
NAME AND PURPOSE OF PLAN
1.1 NAME OF PLAN. This Plan shall be hereafter known as the FLEMING
COMPANIES, INC. EXECUTIVE DEFERRED COMPENSATION PLAN.
1.2 PURPOSE OF PLAN. The Plan is established and maintained by the
Company solely for the purpose of providing benefits for certain Associates of
the Company, or any Subsidiary who (i) participate in the Consolidated
Retirement Plan for Fleming Companies, Inc. and Its Subsidiaries and (ii) have
limitations on benefits imposed by Sections 415 and/or 401(a)(17) of the
Internal Revenue Code of 1986, as amended, on qualified retirement plans to
which those Sections are applicable. It is intended that this Plan be unfunded
for federal income tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1 DEFINITIONS. Where the following capitalized words and phrases
appear in this instrument, they shall have the respective meanings set forth
below unless a different context is clearly expressed herein.
(a) ACT: The word "Act" shall mean Public Law. No. 93-406,
the Employee Retirement Income Security Act of 1974, as amended from
time to time.
(b) ACTUARIAL EQUIVALENT: The words "Actuarial Equivalent"
shall mean the equivalent of the Supplemental Normal Retirement Income
as of the applicable Retirement Date otherwise payable to a
Participant in the mode of a single life annuity commencing on his
Normal Retirement Date, determined using the actuarial assumptions and
factors stated in the Qualified Plan.
(c) ACTUARY: The word "Actuary" shall mean an enrolled actuary
selected from time to time by the Committee to provide actuarial
services for the Plan who as of the Effective Date was Watson, Wyatt &
Company.
(d) AGREEMENT: The word "Agreement" shall mean that certain
"Agreement for the Fleming Companies, Inc. Executive Deferred
Compensation Plan" which will be entered into by and between the
Company and the Participant together with any amendments thereto.
(e) ASSOCIATE: The word "Associate" shall mean any person,
employed by the Employer on the basis of an employer-employee
relationship, who receives remuneration for personal services rendered
to the Employer and who is either a highly compensated employee or a
select management employee.
(f) AUTHORIZED LEAVE OF ABSENCE: The words "Authorized Leave
of Absence" shall mean any extraordinary absence authorized by the
Committee within its sole discretion.
(g) ANNUAL FINAL COMPENSATION: The words "Annual Final
Compensation" shall mean the average annual total compensation earned
by a Participant during the three consecutive calendar years of his
employment immediately preceding his Normal Retirement Date or his
earlier termination of employment, as the case may be, which shall
include the following:
(i) the total of all amounts paid to a Participant by
the Employer as regular salary or wages including overtime,
commissions, bonuses, jury pay, vacation pay, sick pay and
holiday pay, but excluding other forms of extraordinary
compensation reported on the Participant's Form W-2 to the
Internal Revenue Service such as final payments of the balance
of the bonus bank under the Economic Value Added Incentive Bonus
Plan for Fleming Companies, Inc. and Its Subsidiaries, allow
ances or reimbursement for moving expenses, automobiles, income
recognized on the exercise of stock options or upon receipt of
an award of stock; provided, Annual Final Compensation shall
further be adjusted to include the amounts provided in the
following Subsection (ii);
(ii) any amount (x) deferred by a Participant
pursuant to Section 401(k) of the Code with respect to an
employee benefit plan sponsored by the Employer or Section 125
of the Code with respect to a "cafeteria plan" sponsored by the
Employer and (y) which would be included as "compensation" as
defined in the Qualified Plan.
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(h) BENEFICIARY: The word "Beneficiary" shall mean that person
designated by the Participant pursuant to Section 6.2 hereof who
would be entitled to receive his Supplemental Normal Retirement
Income upon the death of the Participant.
(i) BOARD: The word "Board" shall mean the Board of Directors
of the Company.
(j) CAUSE: The word "Cause" shall mean the termination from
employment with the Company or a Subsidiary for one of the following
reasons:
(i) the conviction of the Participant of a felony by a
federal or state court of competent jurisdiction; (ii) an act or
acts of dishonesty taken by the Participant and intended to
result in substantial personal enrichment of the Participant at
the expense of the Company; (iii) the Participant's "willful"
failure to follow a direct, reasonable and lawful written order
from his supervisor, within the reasonable scope of the Partici-
pant's duties, which failure is not cured within 30 days; or
(iv) the Participant's failure to perform his specified duties
and responsibilities for a period of 45 days as determined by
his supervisor after a warning in writing. Further, for
purposes of this Subsection (j):
(1) No act or failure to act, on the
Participant's part shall be deemed "willful" unless done,
or omitted to be done, by the Participant not in good faith
and without reasonable belief that the Participant's action
or omission was in the best interest of the Company.
(2) The Participant shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to the Participant a copy of a
resolution duly adopted by the affirmative vote of not less
than three-fourths (3/4ths) of the entire membership of the
Board at a meeting of the Board called and held for such
purpose (after reasonable notice to the Participant and an
opportunity for the Participant, together with the Par
ticipant's counsel, to be heard before the Board), finding
that in the good faith opinion of the Board the Participant
was guilty of conduct set forth in clauses (i),
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(ii), (iii) or (iv) above and specifying the particulars
thereof in detail.
(k) CHANGE OF CONTROL: The words "Change of Control" shall
have the meaning set forth in Section 9.2 of this Plan.
(l) CODE: The word "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.
(m) COMMITTEE: The word "Committee" shall mean the
Compensation and Organization Committee appointed by the Board under
Article XIII herein to administer the Plan.
(n) COMPANY: The word "Company" shall mean Fleming Companies,
Inc., an Oklahoma corporation, or its successor.
(o) DISABILITY: The word "Disability" shall mean a condition
whereby a Participant has become totally and permanently disabled
within the meaning of the Long-Term Disability Plan as in effect as
of the Effective Date of this Plan.
(p) DISABILITY RETIREMENT DATE: The words "Disability
Retirement Date" shall mean the first day of the month after which a
Participant terminating employment has satisfied all conditions
specified in the foregoing Subsection for Disability.
(q) EARLY RETIREMENT DATE: The words "Early Retirement Date"
shall mean the first day of the month coinciding with or following
the date a Participant terminates employment with the Employer after
(i) earning at least 10 Years of Credited Service and (ii) attaining
at least age 55.
(r) EFFECTIVE DATE: The words "Effective Date" shall mean the
1st day of November, 1997.
(s) ELIGIBLE SPOUSE: The words "Eligible Spouse" shall mean
the spouse to whom the Participant is married for the one-year period
preceding his date of death or the date on which payment of his
Supplemental Normal Retirement Income will commence.
(t) EMPLOYER: The word "Employer" shall mean either the
Company or any Subsidiary.
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(u) LIMITATIONS ON BENEFITS: The words "Limitations on
Benefits" shall mean the limitations imposed by Sections 415 and/or
401(a)(17) of the Code on the accrual of the Qualified Plan Benefits
under the Qualified Plan.
(v) LONG-TERM DISABILITY PLAN: The words "Long-Term
Disability Plan" shall mean the "Long-Term Disability Benefit Plan of
Fleming Companies, Inc. and Its Subsidiaries."
(w) NORMAL RETIREMENT AGE: The words "Normal Retirement Age"
shall mean the 65th birthday of a Participant.
(x) NORMAL RETIREMENT DATE: The words "Normal Retirement Date"
shall mean the first day of the month coinciding with or following a
Participant's Normal Retirement Age.
(y) PARTICIPANT: The word "Participant" shall mean an
Associate who during a Year shall meet the eligibility requirements
of Article III herein for participation or reparticipation, as the
case may be. The initial participants selected for participation as
of the Effective Date are listed on Exhibit "A" attached hereto.
(z) PLAN: The word "Plan" shall mean the Fleming Companies,
Inc. Executive Deferred Compensation Plan, as set forth in this
instrument, and as hereafter amended from time to time.
(aa) POSTPONED RETIREMENT DATE: The words "Postponed Retirement
Date" shall mean the first day of the month coinciding with or next
following the date that a Participant retires under Section 5.5
herein subsequent to his Normal Retirement Date.
(bb) QUALIFIED PLAN BENEFIT: The words "Qualified Plan Benefit"
shall mean the accrued benefit earned at any point in time by a
Participant pursuant to the Qualified Plan.
(cc) QUALIFIED PLAN: The words "Qualified Plan" shall mean the
employee pension plan sponsored by the Company which is qualified
under Section 401(a) and Section 501(a) of the Code which is known as
the "Consolidated Retirement Plan for Fleming Companies, Inc. and Its
Subsidiaries."
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(dd) RETIREMENT DATE: The words "Retirement Date" shall mean a
Participant's Early Retirement Date, Disability Retirement Date,
Normal Retirement Date, or Postponed Retirement Date, whichever
applies.
(ee) SUBSIDIARY: The word "Subsidiary" shall mean any
corporation with 80% or more of its voting capital stock being owned
by the Company.
(ff) SUPPLEMENTAL DEATH BENEFIT: The words "Supplemental Death
Benefit" shall mean that additional benefit which could be paid to
the Beneficiary of a deceased Participant all as provided by Article
VI hereof.
(gg) SUPPLEMENTAL DISABILITY RETIREMENT INCOME: The words
"Supplemental Disability Retirement Income" shall mean a monthly
benefit computed in accordance with Section 8.1 herein.
(hh) SUPPLEMENTAL EARLY RETIREMENT INCOME: The words
"Supplemental Early Retirement Income" shall mean a monthly benefit
computed in accordance with Section 7.1 herein.
(ii) SUPPLEMENTAL NORMAL RETIREMENT INCOME: The words
"Supplemental Normal Retirement Income" shall mean a monthly benefit
computed in accordance with Section 5.1 herein.
(jj) TRUST: The word "Trust" shall mean the Fleming Companies,
Inc. Executive Deferred Compensation Trust which has been established
and may be used by the Company, its parent, or any Subsidiary as the
device for assisting the Company to meet its obligations under the
Plan.
(kk) TRUSTEE OR TRUSTEES: The words "Trustee" or "Trustees"
means the entity who has been designated by the Company to serve as
Trustee of the Trust.
(ll) YEAR: The word "Year" shall mean the annual period
beginning on the first day following the last Saturday of December,
and ending on the last Saturday of December of the calendar year
immediately following.
(mm) YEAR OF CREDITED SERVICE: The words "Year of Credited
Service" shall have the same meaning and be calculated in the same
manner as "Years of Credited Service" are computed under the
Qualified Plan.
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2.2 CONSTRUCTION. The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine gender, unless the context
clearly indicates to the contrary. Any word appearing herein in the plural
shall include the singular, where appropriate, and likewise the singular shall
include the plural, unless the context clearly indicates to the contrary.
ARTICLE III
PARTICIPATION
3.1 SELECTION FOR PARTICIPATION. A Participant who (i) is eligible
to receive a Qualified Plan Benefit, but the amount of such benefit is reduced
by reason of the application of the Limitations on Benefits imposed by
application of Sections 415 and 401(a)(17) of the Code, as in effect at any
time while the Participant is accruing a Qualified Plan Benefit, or as in
effect at any time thereafter, (ii) is among a group of key management
employees and who are included in a classification to whom coverage under this
Plan has been extended and (iii) has been selected by the Committee to
participate in the Plan, shall be eligible to receive a Supplemental Normal
Retirement Income in accordance with the terms of the Plan. If a Participant
described in the preceding sentence dies prior to commencement of payment of
his Qualified Plan Retirement Benefit, the Beneficiary shall be eligible to
receive a Supplemental Death Benefit.
3.2 PARTICIPATION IN CONSIDERATION FOR FUTURE SERVICES ONLY.
Selection of an Associate by the Committee for participation in the Plan will
be limited to those Associates who meet the qualification requirements
heretofore described and will be deemed to be for all purposes in consideration
of future services which will be rendered by such Associate to the Company or
its Subsidiaries in order to retain such Associates and to ensure the continued
growth, development and business of the Company and its Subsidiaries.
3.3 OTHER AGREEMENTS. Any Associate having been selected by the
Committee as a Participant, including the Participants listed on Exhibit "A,"
shall, as a condition of participation, complete and return to the Committee
the Agreement and any and all other agreements which relate to the election by
the Participant to participate in the Plan and to the agreement by the Par-
ticipant to the terms and conditions hereof and thereof.
ARTICLE IV
CONTRIBUTIONS
4.1 PAYMENTS BY THE COMPANY AND/OR SUBSIDIARY. The payments
required to fund the cost of the benefits provided by the Plan shall be made
solely by the Company.
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ARTICLE V
SUPPLEMENTAL NORMAL RETIREMENT INCOME
5.1 AMOUNT. The Supplemental Normal Retirement Income payable to
an eligible Participant shall be equal to the result derived by subtracting the
amount determined in clause (b) below from the amount determined in clause (a)
below where:
(a) is the monthly amount of the Qualified Plan Benefit to
which the Participant would have been entitled under the Qualified
Plan if such benefit were computed without giving effect to the
Limitations on Benefits; and
(b) is the monthly amount of the Qualified Plan Benefit which
would be actually payable to the Participant under the Qualified Plan
at the applicable point in time assuming the Participant (x)
terminated employment with the Company or any Subsidiary, (y) had
attained his Early Retirement Date (or other Retirement Date for
which he would be actually eligible) and (z) commenced receipt of his
Qualified Plan Benefit.
The amounts described in (a) and (b) above shall be computed as of
the date of termination of employment of the Participant with the Company and
all Subsidiaries in the form of a straight life annuity payable over the
lifetime of the Participant (calculated in the same manner as provided under
the Qualified Plan) assuming payment was to commence at the Participant's
Normal Retirement Date. Payment of the Supplemental Normal Retirement Income
will commence as provided under 5.3 below.
5.2 FORM OF BENEFIT. A Participant shall be entitled to receive
and be paid his Supplemental Normal Retirement Income as provided in Article X
hereof. The Participant's election under the Qualified Plan of any optional
form of payment of his Qualified Plan Benefit shall not be applicable to and
shall not determine the form of payment of his Supplemental Normal Retirement
Income under this Plan, and such payment will be made in cash.
5.3 COMMENCEMENT OF BENEFIT. Subject to earlier payment upon
termination at or after a Change of Control, payment of the Supplemental Normal
Retirement Income to a Participant shall commence on approximately the same
date as payment of the Qualified Plan Benefit to the Participant commences;
provided, the Committee may approve a request by the Participant that payments
may commence at an earlier date upon termination of employment of the Partici-
pant.
5.4 POSTPONED RETIREMENT DATE. If a Participant continues his
employment with the Employer to a date after his Normal Retirement Date
("Postponed Retirement Date"), his Supplemental Normal Retirement Income shall
be deferred until his Postponed
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Retirement Date. Benefits to which he shall be entitled as of his benefit
commencement date shall be his Supplemental Normal Retirement Income earned
at his Normal Retirement Date without adjustment after such date.
5.5 PAYMENT OF SUPPLEMENTAL NORMAL RETIREMENT INCOME.
Notwithstanding any provision contained in this Plan to the contrary and except
in the case of a Change of Control as specified in Section 9.2 of this Plan, no
portion of Participant's Supplemental Normal Retirement Income to which he may
be entitled shall be payable (i) prior to the date that he first satisfies the
requirements for retiring on his applicable Retirement Date and (ii) unless he
actually terminates employment with the Employer on the applicable Retirement
Date. Except as provided in Section 9.2 of this Plan, in the event benefits
commence prior to a Participant's Normal Retirement Date, then, such benefits
shall be adjusted as provided in Article VI in the event of a payment of a
Supplemental Death Benefit, as provided in Article VII in the event of a
Supplemental Early Retirement Income, and as provided in Article VIII in the
event of a Supplemental Disability Retirement Income.
ARTICLE VI
DEATH OF A PARTICIPANT
6.1 PAYMENT OF SUPPLEMENTAL DEATH BENEFIT.
(a) If a Participant's Qualified Plan Benefit is to be paid due
to the death of the Participant while employed by the Company or a
Subsidiary, the Beneficiary shall be entitled to receive a
Supplemental Death Benefit to be calculated as provided in Article V
hereof and will be based upon the Supplemental Normal Retirement
Income earned by the Participant as of his date of death. Provided,
however, in making such calculation under Article V hereof, the
Participant shall be credited with Years of Credited Service equal to
the greater of his actual Years of Credited Service or ten (10) Years
of Credited Service. The Supplemental Death Benefit will be paid in
the same manner as he has previously elected in his Agreement subject
to Subsection (c) below or unless the Committee approves an optional
form of benefit under Section 10.2 hereof.
(b) The foregoing Subsection (a) notwithstanding, in the event
of the death of Participant who is in the employ of the Company or a
Subsidiary prior to his Early Retirement Date, no benefit will be
paid to the Beneficiary of the Participant in the form of a
Supplemental Death Benefit until the date such Participant would have
otherwise attained his Early Retirement Date assuming he had
continued in the employ of the Company. In the event
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of the death of the Beneficiary prior to such date, then the
Supplemental Death Benefit will be paid as provided under Section 6.2
below. If the Participant dies on or after his Early Retirement
Date, then his Supplemental Death Benefit will be paid to his
Beneficiary in the form elected by the Participant unless the
Committee approves a different form under Section 10.2 herein,
as hereinabove provided.
(c) SPECIAL DEATH BENEFIT. In the event that a Participant has
elected to receive his Supplemental Normal Retirement Income for the
"Life of Participant Only" (Option 1) and such Participant dies prior
to the time that benefits actually commence pursuant to the terms of
this Plan, then, the Beneficiary of such deceased Participant shall
receive the Actuarial Equivalent of such Participant's Supplemental
Normal Retirement Income paid as a "50% Joint Annuitant Survivor
Benefit" (Option 2) as described in Section 10.1 hereof.
6.2 BENEFICIARY DESIGNATION. The Participant shall designate a
Beneficiary in his Agreement who will receive the deceased Participant's
Supplemental Death Benefit. Such Beneficiary may be changed by the Participant
upon notice to the Company pursuant to the terms of the Agreement. The
Participant's Supplemental Death Benefit shall be paid to the Beneficiary
designated by the Participant who is then surviving, and if there is no
Beneficiary then surviving, such benefits will automatically be paid to the
surviving Eligible Spouse of such Participant who will be deemed to be the
Participant's Beneficiary in such case, and if there is no surviving Eligible
Spouse or other surviving Beneficiary, then no Supplemental Death Benefit will
be paid under this Plan.
ARTICLE VII
EARLY RETIREMENT
7.1 SUPPLEMENTAL EARLY RETIREMENT INCOME. A Participant who has
attained his Early Retirement Date may retire early and receive his
Supplemental Early Retirement Income which shall commence as of such
Participant's Early Retirement Date. The monthly amount of a Supplemental
Early Retirement Income to which a Participant shall be entitled shall be (i)
based on his Supplemental Normal Retirement Income which has been earned by the
Participant as of his Early Retirement Date and (ii) paid in the manner elected
by the Participant as provided in Section 10.1. An early retiree's
Supplemental Normal Retirement Income shall be actuarially adjusted as of the
date of the commencement of payments by multiplying the Participant's
Supplemental Normal Retirement Income by the "early retirement adjustment
factors" described below. To determine a Participant's Supplemental Early
Retirement
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Income, his Supplemental Normal Retirement Income is multiplied by the
product resulting from multiplying the applicable percentage set out below by
the number of years and completed months that benefits are to commence prior
to the Participant's age 62; provided, however, that the Committee may in its
sole discretion waive the application of the "early retirement adjustment
factors."
The applicable percentage of actuarial reduction will be determined
at the time payment of benefits commences based upon the title of the
Participant with the Company or any Subsidiary as of the date closest to the
date benefits commence.
EARLY RETIREMENT
ADJUSTMENT FACTORS
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EARLY RETIREMENT
POSITION ADJUSTMENT FACTORS
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Chief Executive Officer 3%
Executive Vice President 4%
Senior Vice President/Vice President/Other 5%
EXAMPLE: If a Senior Vice President retires at age 59 1/2 and commences receipt
of his benefits, then, the reduction would be 12 1/2% (2 1/2 years before
62 : 2 1/2 x 5% = 12 1/2%).
ARTICLE VIII
DISABILITY
8.1 SUPPLEMENTAL DISABILITY RETIREMENT INCOME. If a Participant has
satisfied all conditions of Disability, he shall be entitled to his
Supplemental Disability Retirement Income. The monthly amount of a
Supplemental Disability Retirement Income to which a Participant shall be (i)
based on the amount of Supplemental Normal Retirement Income earned by the
Participant as of his Disability Retirement Date and (ii) paid in the form
elected by the Participant under his Agreement and as described in Section
10.1. Payment of Supplemental Disability Retirement Income benefits shall not
commence (i) prior to his Early Retirement Date assuming such Participant
continues in the employ of the Employer, and (ii) until such Participant is no
longer receiving benefits pursuant to the Long-Term Disability Plan. A
Participant's Supplemental Disability Retirement Income will be adjusted in the
same manner as Supplemental Early Retirement Income as provided in Section 7.1
hereof if benefits commence prior to attainment of the age of 62 years.
8.2 PROOF OF DISABILITY. After a Participant's Disability
Retirement Date the Committee may require that the Participant's continuing
Disability be verified by medical examination at
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a location convenient to the Participant; provided, such Participant shall
not be required to submit to more than one examination in a 12 month period.
If, at any time prior to the Participant's Normal Retirement Age, the
Committee determines that he no longer has a Disability, or if the
Participant shall refuse to submit to a medical examination, the Committee
shall direct that in computing such Participant's Supplemental Disability
Retirement Income, only "Years of Credited Service" earned prior to such
determination by the Committee be considered.
ARTICLE IX
TERMINATION OF EMPLOYMENT
9.1 TERMINATION OF EMPLOYMENT PRIOR TO RETIREMENT DATE.
(a) VESTING. The vesting schedule in the Qualified Plan, as it
exists from time to time, shall be applied to determine if a Partici-
pant is vested in his Supplemental Normal Retirement Income under
this Plan. Unless a Participant has earned a vested accrued benefit
under the Qualified Plan, or unless there has been a Change of
Control as provided in Section 9.2 below, he shall not be entitled to
any benefit under this Plan. Unless sooner vested, the Participant
will be fully vested in his Supplemental Normal Retirement Income on
his Retirement Date or date of death.
(b) PAYMENT OF VESTED BENEFIT. A Participant's Supplemental
Normal Retirement Income will be paid pursuant to Article X hereof.
9.2 ACCELERATION OF VESTING OF SUPPLEMENTAL NORMAL RETIREMENT INCOME
UPON CHANGE OF CONTROL. In the event that there is a "Change of Control" as
defined below then, each Participant shall be fully vested in his Supplemental
Normal Retirement Income earned as of the date of the Change of Control (or
earned after such date) with such Supplemental Normal Retirement Income to be
paid in the form elected by the Participant as provided in Section 10.1 hereof
immediately following his termination of employment. Such Supplemental Normal
Retirement Income shall not be reduced by any Early Retirement Adjustment
Factors as provided in Article VII hereof. It shall be calculated based upon
(i) such Participant's actual Annual Final Compensation earned by such
Participant as the date of the Change of Control, or the date of his termina-
tion of employment whichever produces the greatest amount of Supplemental
Normal Retirement Income, and (ii) the greater of such Participant's actual
Years of Credited Service or ten (10) Years of Credited Service. In each case,
the Participant shall have been deemed to have reached 65 years of age.
Anything in this Plan to the contrary notwithstanding, if a Participant's
employment with the Employer is terminated on or prior to the date on which a
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Change of Control occurs, and it is reasonably demonstrated that such
termination (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control or (ii) otherwise arose in
connection with or anticipation of a Change of Control, then for all purposes
of this Plan as to such terminated Participant, a Change of Control shall be
deemed to have occurred as of the date immediately prior to the date of such
termination. For the purposes of this Plan, the term "Change of 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 (the "Triggering Percentage")
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 "Out-
standing Company Voting Securities"); provided, however, in the event
the "Incumbent Board" (as such term is hereinafter defined) in
accordance with any share rights agreement to which the Company is a
party that may be in effect (the "Rights Agreement") lowers the
threshold amounts set forth in the Rights Agreement, the Triggering
Percentage shall be automatically reduced to equal the reduced
threshold amount set by the Incumbent Board pursuant to the Rights
Agreement; and provided, further, however, that the following acquisi-
tions shall not constitute a change of control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company; (iii)
any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled
by the Company, (iv) any acquisition previously approved by at least
a majority of the members of the Incumbent Board, (v) any acquisition
approved by at least a majority of the members of the Incumbent Board
within five (5) business days after the Company has notice of such
acquisition, or (vi) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii), and (iii) of
subsection (c) of this Section 9.2; or
(b) Individuals who, as of the date hereof, 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 the date hereof whose election,
appointment or nomination for election by the Company's shareholders,
was approved by a vote of at least a
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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 purposes of this definition, 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, share exchange, merger or consolidation (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 Out-
standing Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 70% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities enti-
tled 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 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
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 were
elected, appointed or nominated by the Board; or
(d) Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or, (ii) the sale
or other disposition of all or substantially all of the assets of the
Company, other than to a corporation, with respect to which following
such sale or
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other disposition, (A) more than 70% of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by 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 sale or other disposition in substantially the same proportions
as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) less than 20% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by any Person (excluding any employee benefit plan (or
related trust) of the Company or such corporation), except to the
extent that such Person owned 20% or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities prior to the
sale or disposition, and (C) at least a majority of the members of
the board of directors of such corporation 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 sale or
other disposition of assets of the Company or were elected, appointed
or nominated by the Board.
ARTICLE X
MANNER OF PAYMENT OF BENEFITS
10.1 PAYMENT AT ACTUAL RETIREMENT. Upon the Participant terminating
his employment with the Employer on his applicable Retirement Date or at
termination upon or following a Change of Control, then, such Participant shall
be paid a benefit calculated as provided herein; and, such benefit shall be
paid as Supplemental Early Retirement Income, Supplemental Disability Retire-
ment Income, Supplemental Normal Retirement Income or as provided in Section
9.2 herein due to termination upon or after a Change of Control, as the case
may be. A Participant shall be entitled to receive the Actuarial Equivalent of
such benefits calculated as a single life annuity and paid in one of the
optional forms of payment described below and elected by the Participant in his
Agreement. Except as provided in Section 10.2 below, such elections are
irrevocable and will be made by the Participant on the date the Participant
becomes a participant in the Plan pursuant to the terms of the Agreement.
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The optional forms of payment permitted under the Plan are as follows:
OPTIONAL FORMS OF PAYMENT
Life of Participant Only
50% Joint Annuitant Survivor Benefit
75% Joint Annuitant Survivor Benefit
100% Joint Annuitant Survivor Benefit
5 Year Period Certain
10 Year Period Certain
15 Year Period Certain
A description of the optional forms of payment is contained on Exhibit "B"
attached hereto. The Actuary shall actuarially adjust the amount of
Supplemental Normal Retirement Income otherwise payable to the Participant if
such payment was to be made on a single life basis to reflect the age of the
Participant, his Beneficiary or his Eligible Spouse, as the case may be, and
the form of payment elected.
10.2 COMMITTEE MAY APPROVE CHANGE OF FORM OF PAYMENT. In the event
that a Participant or his Beneficiary (in the event of death) desires to change
any form of payment previously elected by the Participant under his Agreement
to another optional form of payment described above, then, the Participant, or
his Beneficiary (in the case of death), may make a written request to the
Committee to change the elected form of payment to any of the other optional
form of payment described above. The decision by the Committee to agree to
make any such changes shall be in the sole discretion of the Committee and
shall be final and conclusive.
ARTICLE XI
GENERAL BENEFIT PROVISIONS
11.1 REEMPLOYED PARTICIPANTS WHO HAD BEEN RECEIVING BENEFITS. In
the case of a Participant who was previously receiving benefits under any
provision of this Plan and is reemployed with the Employer and who is again
selected for participation in the Plan, the amount of previous benefits paid
shall be taken into account and shall serve to actuarially reduce the
Participant's Supplemental Normal Retirement Income payable at his subsequent
Retirement Date.
11.2 RESTRICTIONS ON ALIENATION OF BENEFITS. No right or benefit
under this Plan shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge the same shall be void. No right or
benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to
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such benefit. If any Participant or Beneficiary under this Plan should
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge any right or benefit under this Plan, then such right or
benefit shall, in the discretion of the Committee, be held or applied for the
benefit of such Participant or Beneficiary, his or her spouse, children, or
other dependents, or any of them, in such manner and in such portion as the
Committee, in its sole and absolute discretion, may deem proper.
11.3 NO TRUST. No action under this Plan by the Company, the
Board or the Committee shall be construed as creating a trust, escrow or
other secured or segregated fund in favor of the Participant, his
Beneficiary, or any other persons otherwise entitled to his Supplemental
Normal Retirement Income. The status of the Participant and his Beneficiary
with respect to any liabilities assumed by the Company hereunder shall be
solely those of unsecured creditors of the Company, its parent, if
applicable, or any Subsidiary. Any asset acquired or held by the Company,
its parent, if applicable, or any Subsidiary in connection with liabilities
assumed by it hereunder, shall not be deemed to be held under any trust,
escrow or other secured or segregated fund for the benefit of the Participant
or his Beneficiaries or to be security for the performance of the obligations
of the Company, its parent, if applicable, or any Subsidiary, but shall be,
and remain a general, unpledged, unrestricted asset of the Company, it
parent, if applicable, or any Subsidiary at all times subject to the claims
of general creditors of the Company or any Subsidiary. However, the Company
may contribute assets to the Trust to pay benefits under the Plan.
11.4 PLAN UNFUNDED - NO ASSIGNMENT. The Plan at all times shall
be entirely unfunded as provided under Title I of the Act and no provision
shall at any time be made with respect to segregating from claims of
creditors any assets of the Company, its parent, if applicable, a Subsidiary
for payment of any benefits hereunder. No Participant, Beneficiary or any
other person shall have any interest in any particular assets of the Company,
its parent, if applicable, or any Subsidiary by reason of the right to
receive a benefit under the Plan and any such Participant, Beneficiary or
other person shall have only the rights of a general unsecured creditor of
the Company, its parent, if applicable, or a Subsidiary with respect to any
rights under the Plan. No right or benefit under this Plan shall in any
manner be subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, garnishment or charge by creditors of any
Participant or Beneficiary, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, attach, garnish or charge the same shall be void.
No right or benefit hereunder shall in any manner be liable for or subject to
the debts, contracts, liabilities, or torts of the person entitled to such
benefit.
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11.5 WITHHOLDING AND OTHER EMPLOYMENT TAXES. The Company shall
comply with all federal and state laws and regulations respecting the
withholding, deposit and payment of any income or other taxes relating to any
payments made under this Plan.
ARTICLE XII
PROVISIONS RELATING TO PARTICIPANTS
12.1 INFORMATION REQUIRED OF PARTICIPANTS. Payment of Benefits
shall begin as of the payments date(s) provided in this Plan and no formal
claim shall be required therefor; provided, in the interest of orderly
administration of the Plan, the Committee may make reasonable requests of
Participants and Beneficiaries to furnish information which is reasonably
necessary and appropriate to the orderly administration of the Plan, and, to
that limited extent, payments under the Plan are conditioned upon the Partici-
pants and Beneficiaries promptly furnishing true, full and complete
information as the Committee may reasonably request.
12.2 ABANDONMENT OF BENEFITS. Each Participant and Beneficiary
shall file with the Committee, from time to time in writing, his post office
address and each change of post office address, and any communication
addressed to a Participant or Beneficiary at his last post office address
filed with the Committee, or if no such address was filed, then at his last
post office address as shown on the Employer's records, shall be binding on
the Participant or his Beneficiary for all purposes of the Plan, and the
Committee shall not be obliged to search for or ascertain the whereabouts of
any Participant or Beneficiary; provided, that the Committee shall mail an
annual notice of unpaid pension benefits to such person at such last post
office address. If the Committee furnishes such annual notice to any
Participant or Beneficiary that he is entitled to a distribution, and the
Participant or Beneficiary fails to claim such distribution or make his
whereabouts known to the Committee within three years thereafter, such
benefits shall be disposed of as follows:
(a) if the whereabouts of such Participant or Beneficiary are
known to the Committee, payment shall be made to such Participant or
Beneficiary; or
(b) if the whereabouts of such Participant or Beneficiary are
unknown to the Committee, the Committee may direct the distribution
of a Participant's pension benefits on the same basis as though the
Participant had died without designating a Beneficiary as provided in
Subsection 6.2 hereof.
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12.3 BENEFITS PAYABLE TO INCOMPETENTS. Any benefits payable
hereunder to a minor or other person under legal disability may be made, at
the discretion of the Committee, (i) directly to such person, or (ii) to a
parent, spouse, relative by blood or marriage, or the legal representative of
such person. The Committee shall not be required to see to the application
of any such payment, and the payee's receipt shall be a full and final
discharge of the Committee's responsibility hereunder.
12.4 CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN. The
establishment and maintenance of the Plan shall not be construed as
conferring any legal rights upon any Participant to the continuation of
employment with the Employer.
ARTICLE XIII
ADMINISTRATION
13.1 ALLOCATION OF RESPONSIBILITY FOR PLAN ADMINISTRATION. The
Committee shall have only those specific powers, duties, responsibilities and
obligations as are specifically given them under the Plan. In general, the
Company shall have the sole responsibility for appointing and removing
Committee members, as provided in Section 13.2 herein. The Company shall
have the sole responsibility for amending or terminating, in whole or in
part, this Plan. The Committee shall have the sole responsibility for the
administration of the Plan which responsibility is specifically described in
this Plan.
13.2 APPOINTMENT OF COMMITTEE. The Plan shall be administered by
the Committee which shall be appointed by and serve at the pleasure of the
Board. All usual and reasonable expenses of the Committee may be paid in
whole or in part by the Company.
13.3 CLAIMS PROCEDURE. The Committee shall make all
determinations as to the right of any person to benefits. If any request for
a benefit is wholly or partially denied, the Committee shall notify the
person requesting the benefits, in writing, of such denial, including in such
notification the following information:
(a) the specific reason or reasons for such denial;
(b) the specific references to the pertinent Plan provisions
upon which the denial is based;
(c) a description of any additional material and information
which may be needed to clarify the request, including an explanation
of why such information is required; and
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(d) an examination of this Plan's review procedure with
respect to denial of benefits.
Provided, that any such notice to be delivered to any Participant or
beneficiary shall be mailed by certified or registered mail and shall be
written to the best of the Committee's ability in a manner that may be
understood without legal counsel.
13.4 REVIEW PROCEDURE. Any Participant or Beneficiary whose claim
has been denied in accordance with Section 13.3 herein may appeal to the
Committee for review of such denial by making a written request therefor
within 60 days of receipt of the notification of such denial. Such
Participant or Beneficiary may examine documents pertinent to the review and
may submit to the Committee written issues and comments. Within 60 days
after receipt of the request for review, the Committee shall communicate to
the claimant, in writing, its decision, and the communication shall set forth
the reason or reasons for the decision and specific reference to those Plan
provisions upon which the decision is based.
13.5 RECORDS AND REPORTS. The Committee shall exercise such
authority and responsibility as it deems appropriate in order to comply with
the Act and governmental regulations issued thereunder relating to records of
the Participant's accounts and benefits which may be paid under the Plan; and
to notify Participants and Beneficiaries as required.
13.6 OTHER COMMITTEE POWERS AND DUTIES. The Committee shall have
such duties and powers as may be necessary to discharge its duties hereunder,
including, but not by way of limitation, the following:
(a) to construe and interpret the Plan in its sole and
absolute discretion, decide all questions of eligibility and
determine the amount, manner and time of payment of any benefits
hereunder;
(b) to prescribe procedures to be followed by Participants or
Beneficiaries filing applications for benefits;
(c) to prepare and distribute, in such manner as the Committee
determines to be appropriate, information explaining the Plan;
(d) to receive from the Employer and from Participants and
Beneficiaries such information as shall be necessary for the proper
administration of the Plan;
(e) to furnish the Employer, upon request, such reports with
respect to the administration of the Plan as are reasonable and
appropriate;
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(f) to appoint and employ individuals and any other agents it
deems advisable, including legal counsel, to assist in the
administration of the Plan and to render advice with respect to any
responsibility of the Committee, or any of its individual members,
under the Plan;
(g) to allocate among themselves who shall be responsible for
specific duties and to designate fiduciaries (other than Committee
members) to carry out responsibilities under the Plan; provided that
any such allocations shall be reduced to writing, signed by all
Committee members, and filed in a permanent Committee minute book;
and
(h) to maintain continuing review of the Act, the Code, and
the implementing regulations thereto and suggest changes and
modifications to the Employer in connection with delegations of
responsibility, as appropriate, and amendments to the Plan.
13.7 RULES AND DECISIONS. The Committee may adopt such rules as
it deems necessary, desirable, or appropriate. All rules and decisions of
the Committee shall be uniformly and consistently applied to all Participants
and beneficiaries in similar circumstances. When making a determination or
calculation, the Committee shall be entitled to rely upon information
furnished by a Participant or Beneficiary, the Employer or the legal counsel
of the Company.
13.8 COMMITTEE PROCEDURES. The Committee may act at a meeting or
in writing without a meeting. The Committee shall have a chairman, and
appoint a secretary, who may or may not be a Committee member. The secretary
shall keep a record of all meetings in a permanent Committee minute book and
forward all necessary communications to the Employer. The Committee may
adopt such bylaws and regulations as it deems desirable for the conduct of
its affairs. All decisions of the Committee shall be made by the vote of the
majority including actions in writing taken without a meeting. A dissenting
Committee member who, within a reasonable time after he has knowledge of any
action or failure to act by the majority, registers his dissent in writing
delivered to the other Committee members, to the extent permitted by law,
shall not be responsible for any such action or failure to act.
ARTICLE XIV
AMENDMENT AND TERMINATION
14.1 RIGHT TO AMEND OR ALTER PLAN. The Plan may be amended by the
Committee from time to time in any respect whatever by resolution of the
Committee specifying such amendment; provided, however, this Plan may not be
amended in any manner which adversely
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affects the Supplemental Normal Retirement Income earned by the Participant
as of the date of such amendment without the written consent of the affected
Participant.
14.2 RIGHT TO TERMINATE PLAN. The Committee expressly reserves
the right to terminate this Plan in whole or in part at any time; provided,
however, this Plan may not be terminated if such termination adversely
affects the Supplemental Normal Retirement Income earned by the Participant
as of the date of termination without the written consent of the affected
Participant. If the Plan is terminated, as provided herein or under
Subsection 14.3(b) below, then (i) each Participant will be fully vested in
his then earned Supplemental Normal Retirement Income and (ii) the Plan shall
continue with respect to the Supplemental Normal Retirement Income earned as
of such date of termination until all benefits have been paid to the
Participants.
14.3 MERGER OF COMPANY OR TERMINATION OF QUALIFIED PLAN.
(a) MERGER OF COMPANY; SUCCESSOR MUST ASSUME PLAN. The
Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly assume
and agree to perform the Company's and any Subsidiary's obligations
under this Plan in the same manner and to the same extent that the
Company or such Subsidiary would be required to perform if no such
succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any succession
shall be a breach by the Company of its obligations under this Plan
and shall entitle a Participant to compensation from the Company in
the same amount and on the same terms as the Participant would be
entitled to hereunder if the Participant terminated employment
immediately following a Change of Control, except that for purposes
of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the date of termination of
employment.
(b) TERMINATION OF QUALIFIED PLAN. In the event of the
termination of the Company's Qualified Plan, then, this Plan shall
terminate and in calculating any Supplemental Normal Retirement
Income which would otherwise be paid to Participant under this Plan,
the Qualified Plan Benefit earned by Participant will be calculated
as of such termination date and will be applied at such time to
determine the amount of Supplemental Normal Retirement Income to
which Participant would be entitled under this Plan.
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14.4 FORFEITURE OF ALL BENEFITS. In the event that the
Participant (i) is discharged from employment service with the Employer for
Cause or (ii) commits any other act or acts which are injurious and adversely
impacts the Employer in any manner whatsoever and would be expected to
substantially enrich the Participant, then, in such events, the Committee, in
its sole discretion, may determine that any benefit which would otherwise be
provided to the Participant, his Beneficiary under the Agreement or the Plan
shall be forfeited in its entirety, and it shall thereafter be deemed as if
the Participant never was selected for participation in the Plan. Provided,
however, that the provisions of this Section 14.4 shall not be applicable in
the event a Change of Control has occurred.
ARTICLE XV
MISCELLANEOUS PROVISIONS
15.1 ARTICLES AND SECTION TITLES AND HEADINGS. The titles and
headings at the beginning of each Article and Section shall not be considered
in construing the meaning of any provisions in this Plan.
15.2 LAWS OF OKLAHOMA TO GOVERN. The provisions of this Plan
shall be construed, administered and enforced according to the laws of the
State of Oklahoma. All contributions to the Trust, if any, shall be deemed
to take place in the State of Oklahoma.
EXECUTED as of the 1st day of November, 1997.
FLEMING COMPANIES, INC., a corporation
By:
------------------------------------
Robert E. Stauth, Chairman and
Chief Executive Officer
"COMPANY"
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EXHIBIT "B"
DESCRIPTION OF OPTIONAL FORMS OF PAYMENT
OPTION 1 - Life of
Participant Only: A Supplemental Normal Retirement Income will be
paid for the Participant's life only. Upon the
Participant's death, all payments of
Supplemental Normal Retirement Income shall
cease.
OPTION 2 - 50%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental Normal
Retirement Income will be paid to the
Participant for the Participant's life, then,
at the Participant's death 50% of such amount
shall be paid to the Participant's surviving
Beneficiary. In the event that the Partici-
pant's surviving Beneficiary has predeceased
the Participant, or should otherwise die after
the Participant's death, then no further pay
ments will be paid under Option 2 or this
Agreement.
OPTION 3 - 75%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental Normal
Retirement Income will be paid to the
Participant for the Participant's life, then,
at the Participant's death 75% of such amount
shall be paid to the Participant's surviving
Beneficiary. In the event that the Partici-
pant's surviving Beneficiary has predeceased
the Participant, or should otherwise die after
the Participant's death, then no further pay
ments will be due under Option 3 or this Agree-
ment.
OPTION 4 - 100%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental Normal
Retirement Income will be paid to the
Participant for the Participant's life, then,
at the Participant's death 100% of such amount
shall be paid to the Par-
ticipant's surviving Beneficiary. In the event
that the Participant's surviving Beneficiary
has predeceased the Participant, or should
otherwise die after the Participant's death,
then no further payments will be due under
Option 4 or this Agreement.
OPTION 5 - 5 Year
Period Certain: A reduced amount of Supplemental Normal
Retirement Income will be paid for a period of
5 years certain. After the expiration of such
5 year period, payments shall then continue for
the Participant's life in the same amount. In
the event of the Participant's death during the
5 year period certain, then, the balance of
such payments due only during such 5 year
period will be paid to the Participant's sur-
viving Beneficiary. After the expiration of
such 5 year period, then all payments shall
cease. In the event of the expiration of such
5 year period, and the Participant dies, then,
no further benefits will be paid under Option 5
or this Agreement.
OPTION 6 - 10 Year
Period Certain: A reduced amount of Supplemental Normal
Retirement Income shall be paid for a period of
10 years certain. After the expiration of such
10 year period, payments shall then continue
for the Participant's life in the same amount.
In the event of the Participant's death during
the 10 year period certain, then, the balance
of such payments due only during such 10 year
period will be paid to the Participant's sur-
viving Beneficiary. After the expiration of
such 10 year period, then all payments shall
cease. In the event of the expiration of such
10 year period, and the Participant dies, then,
no further benefits will be
paid under Option 6 or this Agreement.
OPTION 7 - 15 Year
Period Certain: A reduced amount of Supplemental Normal
Retirement Income shall be paid for a period of
15 years certain. After the expiration of such
15 year period, payments shall then continue
for the Participant's life in the same amount.
In the event of the Participant's death during
the 15 year period certain, then, the balance
of such payments due only during such 15 year
period will be paid to the Participant's sur-
viving Beneficiary. After the expiration of
such 15 year period, then all payments shall
cease. In the event of the expiration of such
15 year period, and the Participant dies, then,
no further benefits will be paid under Option 7
or this Agreement.