THOMAS & BETTS CORPORATION
EXECUTIVE RETIREMENT PLAN
(AS AMENDED JUNE 4, 1997)
THOMAS & BETTS CORPORATION
EXECUTIVE RETIREMENT PLAN
INTRODUCTION
Thomas & Bett Corporation (the "Company") has adopted this Executive
Retirement Plan effective as of September 2, 1992, and as amended on
December 16, 1993, February 5, 1997 and June 4, 1997, to provide additional
retirement income and death benefit protection to certain officers of the
Company in recognition of their contribution to the Company in carrying out
senior management responsibilities. The terms and conditions of participation
and benefits under this Executive Retirement Plan are set out in this
document.
All benefits payable under this Plan, which is intended to constitute a
non-qualified, unfunded deferred compensation plan for a select group of
management employees under Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), shall be paid out of the general assets of
the Company.
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THOMAS & BETTS CORPORATION
EXECUTIVE RETIREMENT PLAN
AS AMENDED 06/04/97
ARTICLE 1. DEFINITIONS
1.01 "ACTUARIAL EQUIVALENT" shall mean the equivalent value when computed
based on the UP-84 Mortality Table and an interest rate equal to
100 percent of the interest rate which would be used by the Pension
Benefit Guaranty Corporation (under the pre-11/1/93 methodology) for
valuing immediate annuities for single employer plans that terminate on
the first day of the month in which the Eligible Employee's Benefit
payments commence (the "PBGC Interest Rate").
1.02 "AFFILIATED COMPANY" shall mean any company not participating in the Plan
which is a member of a controlled group of corporations (as defined in
Section 414(b) of the Code) which also includes as a member of the
Company; any trade or business under common control (as defined in
Section 414(c) of the Code) with the Company; any organization (whether
or not incorporated) which is a member of an affiliated service group (as
defined in Section 414(m) of the Code) which includes the Company; and
any other entity required to be aggregated with the Company pursuant to
regulations under Section 414(o) of the Code.
1.03 "AVERAGE MONTHLY COMPENSATION" shall mean the average monthly
compensation of an Eligible Employee during any sixty (60) consecutive
months during his employment with the Company or an Affiliated Company
affording the highest such average.
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1.04 "BENEFICIARY" shall mean the person or persons designated by an Eligible
Employee as beneficiary in a time and manner determined by the Committee.
If the Eligible Employee fails to designate a Beneficiary or if the
Beneficiary predeceases the Eligible Employee, the Eligible Employee's
spouse shall be the Beneficiary or if no spouse survives the Eligible
Employee, the Eligible Employee's estate shall be the Beneficiary. An
Eligible Employee may change his designated Beneficiary in a time and
manner determined by the Committee.
1.05 "BENEFIT" shall mean the payments payable under Article 2 of this Plan.
1.06 "BOARD OF DIRECTORS" shall mean the Board of Directors of Thomas & Betts
Corporation.
1.07 "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
1.08 "COMMITTEE" shall mean the Company's Human Resources Committee of the
Board of Directors, any successor or substitute committee thereto, or,
during any period of time when no such committee is in existence, the
Company's entire Board of Directors.
1.09 "COMPANY" shall mean the Thomas & Betts Corporation or any successor by
merger, purchase or otherwise, with respect to its employees and such
affiliated companies authorized by the Board of Directors, on such terms
and conditions as the Board may determine, to participate in the Plan.
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1.10 "COMPENSATION" shall mean the base cash compensation paid to an Eligible
Employee in respect of each month for services rendered to the Company by
such Eligible Employee (in respect of each month for services rendered to
the Company by such Eligible Employee), plus the amount paid pursuant to
the provisions of the Officer Profit Sharing Plan and the Management
Incentive Plan or such substitute or similar plans, determined prior to
any pre-tax contributions under a "qualified cash or deferred
arrangement" (as defined under Section 401(k) of the Code and its
applicable regulations) or under a "cafeteria plan" (as defined under
Section 125 of the Code and its applicable regulations).
1.11 "CREDITED SERVICE" shall mean, with respect to an Eligible Employee,
service determined pursuant to the provisions of Section 2.9 of the
Retirement Plan. Notwithstanding the foregoing, an Eligible Employee may,
subject to the approval by the Board of Directors, be granted additional
months or years of age or of Credited Service for purposes of determining
the amount of Benefits under the Plan or for purposes of satisfying the
service eligibility requirements necessary for Benefits under the Plan,
or both. The number of additional months or years of age or of Credited
Service so granted, if any, shall be set forth in Appendix A.
1.12 "EFFECTIVE DATE" shall mean September 2, 1992.
1.13 "ELIGIBLE EMPLOYEE" mean an employee who occupies a position of senior
management with the Company who has been approved by the Committee and
who is listed on Appendix A, as amended from time to time. No employee
who is a party to a Supplemental Executive Retirement Contract (the
"SERC") shall be so approved by the
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Committee unless such employee has executed, in form satisfactory to the
Committee, a written agreement terminating all of the obligations of the
Company under the SERC and canceling any entitlements thereunder in
respect of such employee.
1.14 "INVESTMENT PLAN" shall mean the Thomas & Betts Corporation Employees'
Investment Plan.
1.15 "NORMAL RETIREMENT DATE" shall mean the first day of the calendar month
following an Eligible Employee's 65th birthday.
1.16 "PLAN" shall mean the Thomas & Betts Corporation Executive Retirement
Plan, as amended from time to time.
1.17 "RETIREE" shall mean an Eligible Employee (i) who has attained age 55
and completed 20 or more years of Credited Service or (ii) whose
combined years of age and Credited Service (each completed to the
nearest full month with any fractional part of a month of less than 15
days disregarded) equals 70 or more as of the Effective Date, and in
each case, who either voluntarily or upon the Company's request or
demand terminates employment with the Company and all Affiliated
Companies after the Effective Date.
1.18 "RETIREMENT PLAN" shall mean The Thomas & Betts Pension Plan, as
amended from time to time.
1.19 "SOCIAL SECURITY BENEFIT" shall mean the annual old-age Insurance benefit
which the
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Eligible Employee is entitled to receive under Title II of the
Social Security Act as in effect on his Normal Retirement Date or which
he would be entitled to receive on his Normal Retirement Date if he did
not disqualify himself from receiving Social Security Benefits by
entering into covered employment or for any other reason.
1.20 "10 YEAR CERTAIN AND LIFE ANNUITY" shall mean an annuity which provides a
benefit payable during the Retiree's life and, if such Retiree dies
during the 10 year period after the date such benefit began, a lump-sum
payment shall be made to the Retiree's Beneficiary in respect of the
balance of the payments for such 10 year period.
ARTICLE 2. AMOUNT OF PAYMENT OF BENEFITS
2.01 Payment of Benefit
Except as otherwise provided in Section 2.07 hereof, Benefits shall be
payable by the Company only with respect to an Eligible Employee who
becomes a Retiree, subject to the provisions of Section 3.07. Such
benefits shall be payable from the general assets of the Company.
2.02 Amount of Benefit
The monthly amount of the Benefit payable in the form of 10 Year
Certain and Life Annuity shall be equal to:
(a) the greater of (i) or (ii) where
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(i) equals 2.5 percent of the Eligible Employee's
Average Monthly Compensation (as defined in
Sections 1.03 and 1.10) multiplied by the first
20 years of his Credited Service plus 1.5 percent
of the Eligible Employee's Average Monthly
Compensation (as defined in Sections 1.03 and 1.10)
multiplied by the next 15 years of his Credited
Service, and
(ii) equals 50 percent of the Eligible Employee's Average
Monthly Compensation (as defined in Sections 1.03
and 1.10)
MINUS
(b) The sum of(i), (ii), (iii) and (iv) where
(i) equals the monthly amount of benefit which is or
would be payable to the Eligible Employee, assuming
such benefit commenced on his date of termination of
employment pursuant to the provisions of the
Retirement Plan in the form of a 100% Joint and
Survivor Annuity (an Eligible Employee who is
unmarried at the time the Benefit is determined
shall be deemed, for purposes of the Plan, to have a
survivor annuitant born on the same date as the
Eligible Employee),
(ii) equals the monthly amount of benefit to which the
Eligible Employee would be entitled if his Company
Contribution Account under the Investment Plan
determined as of his date of termination of
employment plus the amount of each withdrawal made
from such Company Contribution Account on and after
July 1, 1992 accumulated with interest at a rate of
8 percent, compounded annually from the date of each
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withdrawal to the Eligible Employee's termination of
employment, was used to purchase a 100% Joint and
Survivor Annuity based on the interest and mortality
assumptions used to determine Actuarial Equivalent
as defined in Section 1.01 (an Eligible Employee who
is unmarried at the time the Benefit is determined
shall be deemed, for the purposes of the Plan, to
have a survivor annuitant born on the same date as
the Eligible Employee),
(iii) equals 50 percent of the Eligible Employee's monthly
Social Security Benefit, and
(iv) equals the monthly amount of benefit payable under a
prior employer's retirement program as set forth in
Appendix A.
Notwithstanding the foregoing, the offset of the Eligible Employee's monthly
Social Security Benefit as described in Section 2.02(b)(iii) shall not, in
the case of any Benefit payable in the forms described in Sections 2.03(a)
and (b) be made until the Eligible Employee reaches his Normal Retirement
Date. In the case of a Benefit paid in the form described in Section 2.03(c),
the Committee shall, in good faith, determine the appropriate amount of
offset under Section 2.02(b)(iii) to be used in calculating such Benefit,
consistent with the preceding sentence and information available to the
Committee at such time. In addition, the Committee shall determine, in good
faith, the appropriate amount of offset under Section 2.02(b)(iv) to be used
in calculating any Benefit under this Plan (including. without limitation,
converting such monthly benefit under Section 2.02(b)(iv) an appropriate
benefit form) and each Eligible Employee shall cooperate with the Committee
by providing any information (certifiable or otherwise) necessary to make
such determination.
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2.03 Form of Payment
(a) Unless a Retiree has elected an optional form of benefit, as provided
herein, the automatic form of payment under this Plan deemed to have been
elected by such Retiree upon becoming an Eligible Employee shall be a 10
Year Certain and Life Annuity, providing for monthly payments to the
Retiree for his lifetime with a guaranteed minimum of one hundred twenty
(120) monthly payments and if the Retiree dies prior to receiving the
full one hundred twenty (120) monthly payments, the remainder of
guaranteed payments shall be commuted and paid in one lump sum to the
named Beneficiary in full discharge of the obligation of the Plan. In
the absence of a named Beneficiary the commuted value of the remaining
guaranteed payments will be paid to the Retiree's estate.
(b) Any Eligible Employee may, upon becoming an Eligible Employee, elect in
writing that his Benefit be paid in the form of a 100% Joint and Survivor
Annuity of Actuarial Equivalent value to the Benefit otherwise payable
under Section 2.03(a) above, providing for a reduced monthly benefit
during his lifetime with 100% of such reduced monthly benefit continuing
to his surviving spouse to whom he was married on the date his Benefit
payments commenced for the remainder of such spouse's lifetime. If the
Retiree and the spouse to whom he was married on the date his Benefit
payments commenced dies before receiving one hundred twenty (120) monthly
payments, the remainder of the one hundred twenty (120) guaranteed
payments will be commuted and paid in one lump sum to the named
beneficiary of the last surviving annuitant in full discharge of the
obligation of the Plan. This optional form of benefit shall become
effective on the first day of the month for which the Retiree's Benefit
is first payable. If the Retiree's spouse dies before the first day
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of the month for which the Retiree's Benefit is first payable, this
optional form of payment shall be revoked and payments shall be made
pursuant to the provisions of Section 2.03(a) above.
(c) Any Eligible Employee may, upon becoming an Eligible Employee, elect in
writing that his Benefit be paid to him (or his Beneficiary if he dies
prior to payment under paragraph (d) below) in one single payment of
Actuarial Equivalent value to the Benefit otherwise payable under Section
2.03(a) above.
(d) Payments shall commence as of the first day of the month following the
Eligible Employee's termination of employment or as soon as
administratively practicable thereafter.
(e) Any Eligible Employee may change his payment form election by making a
new payment form election at any time; provided, however, that no such
election shall be effective unless it shall have been made and submitted
to the Committee prior to the last day of the calendar year prior to the
calendar year in which the Eligible Employee terminates employment with
the Company and each Affiliated Company.
2.04 Commencement of Benefit on or after Normal Retirement Date
A Retiree who terminates employment on or after his Normal Retirement
Date shall receive his Benefit commencing on the first day of the month
following his termination of employment, subject to the provisions of
Section 3.07. In that case, his Benefit shall be equal to the Benefit
determined pursuant to the provisions of Section 2.02 on the basis of
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his Average Monthly Compensation and Credited Service on the date of his
termination of employment.
2.05 Commencement of Benefit Before Normal Retirement Date
(a) Unless the provisions of Section 2.05(b) below are applicable a Retiree
whose employment terminates for any reason prior to his Normal Retirement
Date shall receive a Benefit commencing on the first day of the month
following his termination of employment, subject to the provisions of
Section 3.07. In such case, his Benefit shall be equal to the Benefit
determined under the provisions of Section 2.02 on the basis of his
Average Monthly Compensation and Credited Service on the date of his
termination of employment; provided, however, the portion of his Benefit
determined under the provisions of Section 2.02(a) shall be reduced by
3.6% for each year and l/12 of 3.6% for each month of a fractional year
by which the date the Retiree's Benefit begins prior to the 60th
anniversary of his birth.
(b) A Retiree who terminates employment at the Company's request prior to his
Normal Retirement Date shall, subject to the approval of the Committee
and the provisions of Section 3.07, receive a special early Benefit
commencing on the first day of the month following his termination of
employment. The special early Benefit shall be equal to:
(i) his Benefit determined pursuant to the provisions of
Section 2.02 on the basis of his Average Monthly Compensation and
Credited Service on his date of termination of employment; provided,
however, the portion of his Benefit determined under the provisions of
Section 2.02(a)(i) shall be calculated on the basis of the Credited
Service he
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accrued to his date of termination of employment plus any additional
service he would have accrued pursuant to the provisions of Section 1.11
after his termination of employment if he had remained in the employ of
the Company until his 60th birthday; increased by
(ii) (A) in the case of any Benefit payable in the form described in
Sections 2.03(a) or (b), the Social Security cost of living
percentage increase granted on Social Security benefits
paid in the year of such Retiree's termination of
employment and on each anniversary of such Retiree's
termination of employment occurring prior to his Normal
Retirement Date, the Benefit determined under the
provisions of Section 2.02(a) and paragraph (b) of this
Section 2.05 shall be increased by the Social Security cost
of living percentage increase granted on Social Security
benefits paid in such calendar year; provided, however, the
total number of such cost of living increases applied to a
Retiree's Benefit under this subparagraph (ii) shall not
exceed five, and the cost of living increase percentage
applied to a Retiree's Benefit under this subparagraph (ii)
each year shall not exceed 5%: or
(B) in the case of any Benefit payable in the form described in
Section 2.03(c), a projected and compounded deemed Social
Security cost of living percentage increase equal to 5% of
such Benefit for the year of such Retiree's termination and
5% of such Benefit as cumulatively increased, for each
anniversary of such Retiree's termination occurring prior
to his Normal Retirement Date; provided, however, the total
number of such deemed cost of living increases
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applied to a Retiree's Benefit under this subparagraph (ii)
(B) shall not exceed five.
2.06 Disability Benefit
An Eligible Employee who has not reached his Normal Retirement Date and
who ceases to be employed by the Company and each Affiliate Company on
account of disability shall continue to be credited with Credited Service
if (i) as of the Effective Date, such Eligible Employee's combined years
of age and Credited Service (computed in the same manner described in
Section 1.17) equals 70 or more, (ii) such Eligible Employee has reached
his 55th birthday and completed 20 years of Credited Service (computed in
the same manner described in Section 1.17), or (iii) such employment
cessation occurs after the date specified in Appendix A with respect to
such Eligible Employee; PROVIDED, HOWEVER, such Credited Service shall
only continue if such Eligible Employee is eligible for and is
continuously receiving disability benefits under the Company's long-term
disability program. There shall also be included in his Credited Service
any applicable waiting period for disability benefits under the Company's
long-term disability plan; provided that after expiration of such period
the Eligible Employee becomes entitled to such disability benefits. Upon
reaching age 65, such disabled Eligible Employee shall be entitled to a
disability Benefit in an amount determined under Section 2.02, based on
his Average Monthly Compensation at the time he ceased employment on
account of disability and his Credited Service based on Section 1.11 and
the preceding provisions of this Section 2.06.
2.07 Pre-Retirement Death Benefit
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(a) If (i) an Eligible Employee whose combined years of age and Credited
Service (computed in the same manner described in Section 1.17) equals 70
or more as of the Effective Date dies prior to his termination of
employment, (ii) prior to his employment termination, an Eligible
Employee dies after he has reached his 55th birthday and completed 20 or
more years of Credited Service, (iii) an Eligible Employee dies prior to
his termination of employment, but after the date specified in Appendix A
with respect to such Eligible Employee, or (iv) an Eligible Employee dies
while accruing Credit Service under Section 2.06, a spouse's Benefit
shall be payable to his surviving spouse. Such spouse's Benefit shall be
a lump sum payment which is Actuarial Equivalent to the amount of monthly
benefit the spouse would have received if the Benefit which the Eligible
Employee would have received under Section 2.02 of this Plan, reduced
pursuant to the provision of Section 2.05(a) of this Plan, had commenced
on the Eligible Employee's date of death in the form of a 100% joint and
survivor annuity and the Eligible Employee had died immediately
thereafter. Such spouse's benefit shall be paid as soon as practicable
following such Eligible Employee's date of death.
2.08 Restoration of Service
If an Eligible Employee who retired or otherwise terminated employment is
restored to employment with the Company or an Affiliated Company, the
monthly payments under the Plan shall he discontinued and, upon
subsequent retirement or termination of employment with the Company or
any Affiliated Company, the Eligible Employee's Benefit shall be computed
in accordance with the provisions of this Article 2, as applicable, and
shall be
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reduced by the actuarial equivalent value of the Benefit payments he
received prior to his subsequent retirement.
2.09 Designation of Beneficiary
For purposes of Sections 2.03 and 2.07, each Eligible Employee shall file
a written designation of Beneficiary with the Committee upon qualifying
for participation hereunder. Such designation shall remain in force until
revoked by the Eligible Employee by filing a new beneficiary form with
the Committee.
2.10 Receipt of Single-Sum Payment
If any Retiree has received a single sum payment under Section 2.03(c)
above, such Retiree's Beneficiary shall have no further interest in the
Plan or any benefits payable thereunder.
ARTICLE 3. GENERAL PROVISIONS
3.01 Administration
The administration of the Plan, the exclusive power to interpret it, and
the responsibility for carrying out its provisions are vested in the
Committee. The Committee shall have full discretionary authority to
interpret the Plan and resolve all matters arising in connection with the
Plan. The Committee may adopt procedural rules and may employ and rely on
such legal counsel, actuaries, accountants and agents as it may deem
advisable to assist in the administration of the Plan. Decisions of the
Committee shall be conclusive and binding
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on all persons. The expenses of the Committee attributable to the
administration of this Plan shall be paid directly by the Company.
3.02 Funding
(a) All amounts payable in accordance with this Plan shall constitute a
general unsecured obligation of the Company. Such amounts, as well as any
administrative costs relating to the Plan, shall be paid out of the
general assets of the Company, unless the provisions of paragraph (b)
below are applicable.
(b) The Board of Directors may, for administrative reasons, establish a
grantor trust for the benefit of Eligible Employees in the Plan. The
assets of said trust will be held separate and apart from other Company
funds and shall be used exclusively for the purposes set forth in the
Plan and the applicable trust agreement, subject to the following
conditions:
(i) the creation of said trust shall not cause the Plan to be other
than "unfunded" for purposes of Title I of ERISA;
(ii) the Company shall be treated as the "grantor" of said trust for
purposes of Sections 671 and 677 of the Internal Revenue Code; and
(iii) said trust agreement shall provide that its assets may be used to
satisfy claims of the Company's general creditors, provided that
the rights of such general creditors are enforceable under federal
and state law.
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3.03 No Contract of Employment
The establishment of the Plan shall not be construed as conferring any
legal right upon any person for a continuation of employment, nor shall
it interfere with the right of the Company to discharge any employee.
3.04 Competency
If the Committee shall find that any person to whom any amount is or was
payable hereunder is unable to care for his affairs because of illness or
accident, or has died, then the Company, if it so elects, may direct that
any payment due him or his estate (unless a prior claim therefore has
been made by a duly appointed legal representative) or any part thereof
be paid or applied for the benefit of such person or for the benefit of
his spouse, children or other dependents, an institution maintaining or
having custody of such person, any other person deemed by the Committee
to be a proper recipient on behalf of such person otherwise entitled to
payment, or any of them, in such manner and proportion as the Company may
deem proper. Any such payment shall be in complete discharge of the
liability of the Company therefor.
3.05 Withholding Taxes
The Company shall have the right to deduct from each payment to be made
under the Plan any required withholding taxes.
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3.06 Nonalienation
Except insofar as may otherwise be required by law, no amount payable at
any time under the Plan shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment,
charge or encumbrance of any kind nor in any manner be subject to the
debts or liabilities of any person and any attempt to so alienate or
subject any such amount, whether presently or thereafter payable, shall
be void. If any person shall attempt to, or shall, alienate, sell,
transfer, assign, pledge, attach, charge or otherwise encumber any amount
payable under the Plan, or any part thereof, or if by reason of his
bankruptcy or other event happening at any such time such amount would be
made subject to his debts or liabilities or would otherwise not be
enjoyed by him, then the Committee, if it so elects, may direct that such
amount be withheld and that the same or any part thereof be paid or
applied to or for the benefit of such person, his spouse, children or
other dependents, or any of them, in such manner and proportion as the
Committee may deem proper.
3.07 Forfeiture for Cause
In the event that an Eligible Employee or Retiree shall at any time be
convicted for a crime involving dishonesty or fraud on the part of such
Eligible Employee or Retiree in his relationship with the Company or an
Affiliated Company, all benefits that would otherwise be payable to him
under the Plan shall be forfeited. If a Retiree shall at any time be
under indictment for any such crime any Benefit amounts payable to such
Retiree shall be suspended pending conviction, dismissal or acquittal in
respect thereof. If the Retiree is
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not convicted, the suspended amounts shall be paid to him (with simple
interest accruing at the PBGC Interest Rate) within thirty days after
the date of the dismissal or acquittal. For this purpose. any so-called
ALFORD plea or plea of NOLO CONTENDERE shall be deemed to constitute an
acquittal.
3.08 Mergers/Transfers
This Plan shall be binding upon and inure to the benefit of the Company
and its successors and assignees and the Eligible Employee, his designees
and his estate. Nothing in this Plan shall preclude the Company from
consolidating or merging into or with, or transferring all or
substantially all of its assets to, another corporation which assumes
this Plan and all obligations of the Company hereunder. Upon such a
consolidation. merger or transfer of assets and assumption, the term
"Company" shall refer to such other corporation and this Plan shall
continue in full force and effect.
3.085 Change of Control
Notwithstanding any other provision of the Plan, in the case of an
Eligible Employee who has an employment agreement with the Company which
provides for his or her continued employment following a change of
control ("Employment Agreement"), the following provisions shall apply in
the event that such Eligible Employee's employment with the Company is
terminated under the circumstances described in Section 7(d) of his or
her Employment Agreement:
(a) Such Eligible Employee, if not a Retiree as defined in Section 1.17,
shall be deemed to be a
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Retiree and shall be entitled to a Benefit determined in accordance
with Section 2.02, provided, however, that Section 2.02 (a) (ii)
shall not apply;
(b) For purposes of Section 2.02 (a)(i), such Eligible Employee's years of
Credited Service shall be increased by a period of time equal to the
Remainder of the Employment Period (as defined in Section 7(d)(i)(D) of
the Employment Agreement); and
(c) The Actuarial Equivalent value of such Eligible Employee's Benefit
(determined in accordance with the foregoing provisions of this Section
3.085) shall be paid to him or her in a lump sum within 30 days after the
date of termination of his or her employment.
3.09 Calculations
Whenever, under this Plan, it is necessary to determine whether one
benefit is less than, equal to, or larger than another, whether or not
such benefits are provided under this Plan, such determination shall be
made by the Company's independent consulting actuary, using mortality and
interest (unless otherwise specified in this Plan) and any other
assumptions normally used at the time by such actuary in determining
actuarial equivalents under the Retirement Plan.
3.10 Elections
All elections, designations, requests, notices, instructions, and other
communications from an Eligible Employee, Retiree, or other person to the
Committee required or permitted under the Plan shall be in such form as
is prescribed from time to time by the Committee, shall be mailed by
Certified or Registered mail, Return Receipt Requested, or
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personally delivered to the principal offices of the Corporation, and
shall be deemed to have been given and delivered only upon actual receipt
thereof at such location.
3.11 Acceleration of Payment
Notwithstanding any other provision of the Plan to the contrary, the
Company shall make payments hereunder to a Retiree or Beneficiary before
such payments are otherwise due if the Committee determines, based on a
change in the tax or revenue laws of the United States of America, a
published ruling or similar announcement issued by the Internal Revenue
Service, a regulation issued by the Secretary of the Treasury or his
delegate, a decision by a court of competent jurisdiction involving an
Eligible Employee, Retiree or Beneficiary, or a closing agreement made
under Code Section 7121 that is approved by the Internal Revenue Service
and involves an Eligible Employee, Retiree or Beneficiary, that an
Eligible Employee, Retiree or Beneficiary has recognized or will
recognize income for federal income tax purposes with respect to amounts
that are or will be payable to him under the Plans before they are paid
to him. In such cases, any such Retiree or Beneficiary so affected shall
receive the remaining Benefit payments payable to him and, where
appropriate his Beneficiary in one single payment of Actuarial Equivalent
value to such remaining payments. Upon receipt of such accelerated
payment the provisions of Section 2.10 shall apply to any Beneficiary of
such Retiree.
3.12 Construction
(a) The Plan is intended to constitute an unfunded deferred compensation
arrangement for a
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select group of management or highly compensated employees and therefore
exempt from the requirements or Sections 201, 301 and 401 of ERISA. All
rights hereunder shall be governed by and construed in accordance with
the laws of the State of Tennessee and, except to the extent otherwise
herein provided, in accordance with the provisions of the Retirement
Plan.
(b) The masculine pronoun shall mean the feminine wherever appropriate.
(c) The captions preceding the sections and articles hereof have been
inserted solely as a matter of convenience and in no way define or limit
the scope or intent of any provisions of the Plan.
3.13 Insurance Products
The Company may require each Eligible Employee to assist it in obtaining
life insurance policies on the lives of each Eligible Employee, which
policies would be owned by, and be payable to, the Company. The Eligible
Employee may be required to complete an application for life insurance,
furnish underwriting information including medical examinations by a life
insurance company-approved examiner, and authorize release of medical
history to the life insurance company's underwriter, as designated by the
Company. An Eligible Employee shall have no right or interest in such
policies or the proceeds thereof.
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3.14 Nature of Obligation
No Eligible Employee, Retiree or Beneficiary shall have any interest
in any specific asset of the Company or any Affiliated Company as a
result of the Plan. Nothing contained herein shall be deemed to create
a trust of any kind or any fiduciary relationship between the Company
(or any Affiliated Company) and any Eligible Employee, Retiree or
Beneficiary. Any right to receive any Benefit under the Plan shall
only be the right of a general unsecured creditor.
3.15 Legal Fees
In the event that any claim by an Eligible Employee for payment of any
benefit under the Plan is disputed by the Company or the trustee of any
"rabbi" trust created in connection therewith, or any other dispute in
respect of the Plan or any such trust arises between any Eligible
Employee, the Company and/or such trustee, any such Eligible Employee
shall be promptly reimbursed for all reasonable attorney fees and
expenses, after satisfaction by the Eligible Employee of a lifetime
deductible equal to $25,000, incurred by any such Eligible Employee (i)
in pursuing any such claim, or (ii) in connection with any such other
dispute.
ARTICLE 4. AMENDMENT, TERMINATION, OR PARTICIPANT REMOVAL
The Board of Directors reserves the right to modify or to amend, in whole or
in part, or to terminate this Plan at any time. However, no modification,
amendment or termination of the Plan shall reduce the Benefit being paid to a
Retiree as of the date of any such amendment or termination. In respect of
any Eligible Employee, no modification or amendment shall adversely
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affect such Eligible Employee, unless such Eligible Employee consents to such
modification or amendment in writing, and, if the Plan is terminated by the
Company, each Eligible Employee shall be entitled to a Benefit calculated
under Article 2 above, based on such Eligible Employee's service and
compensation to the date of such plan termination.
Also, with respect to an Eligible Employee who is not a Retiree pursuant to
Section 1.17 of the Plan, if such Eligible Employee is removed as a participant
from the Plan by the Committee, then such former Eligible Employee shall have no
rights to any Benefits under the Plan, but rather such former Eligible Employee
shall only have those rights that are available to such former Eligible Employee
under the Company's other benefit plans.
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