Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Fiscal Year Ended December 31, 1993 32 131K
2: EX-4.16B EX-4.16B Amendment Dated as of September 10, 1993 14 44K
3: EX-4.16C EX-4.16C Master Assignment & Acceptance Agreement 15 41K
4: EX-10.33A EX-10.33A Termination Agreements 6 14K
5: EX-10.53B EX-10.53B Amendment to 1992 Equity Incentive Plan 1 7K
6: EX-10.55 EX-10.55 AT&T Corporate Center Office Sublease 222 670K
7: EX-10.56 Material Contract 4 16K
8: EX-10.57 Material Contract 4 16K
9: EX-10.58 Material Contract 17 50K
10: EX-10.59 Material Contract 12 42K
11: EX-13 EX-13 1993 Annual Report - Portions Deemed Filed 32 118K
12: EX-21 EX-21 Subsidiaries 1 5K
EX-10.57 — Material Contract
EX-10.57 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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CHICAGO AND NORTH WESTERN HOLDINGS CORP.
DIRECTORS' PENSION AND RETIREMENT SAVINGS PLAN
Section 1
Introduction
1.1 The Plan and Its Effective Date. The Chicago and North
Western Holdings Corp. Directors' Pension and Retirement Savings
Plan (the "Plan") is hereby established by Chicago and North
Western Holdings Corp. (the "Company") effective January 1, 1994.
1.2 Purpose. The purpose of the Plan is to permit each
non-employee member of the Board of Directors ("Participating
Director") to elect deferral of any or all of his fees on a
deferred, unfunded basis.
Section 2
Benefits
2.1 Elected Deferred Benefits. Each Participating Director
may elect in accordance with Section 2.7 to defer all or any part
of his fees ("Elected Deferred Benefits") into the Plan. To the
extent fees are deferred under the Plan, such fees shall not be
eligible for deferral under any other Plan sponsored by the
Company.
2.2 Matching Credits. The Company shall credit each
Participating Director's account with an amount equal to fifty
percent (50%) of the Participating Director's Elected Deferred
Benefits for the calendar year ("Matching Credits").
2.3 Deferred Fee Account. Elected Deferred Benefits and
Matching Credits shall be credited to an account ("Deferred Fee
Account") of each Participating Director on a quarterly basis on
the date such fees would have been paid in the absence of a
Deferral Election. Amounts credited to the Deferred Fee Account
of each Participating Director shall be expressed in terms of
shares (including fractional shares) of common stock of the
Company ("Stock"). Such number of shares of Stock shall be
determined by calculating the number of shares of Stock which
could have been purchased had such Elected Deferred Benefits and
the associated Matching Credits been used to purchase Stock on
the day such amounts were credited to the Participating
Director's Deferred Fee Account. The number of shares to be
credited to a Participating Director's Deferred Fee Account shall
be determined using the value of the Stock as provided in Section
2.4. Furthermore, for each dividend paid on Stock, each
Participating Director's Deferred Fee Account shall be credited
with an additional amount, equal to the number of shares of Stock
(including fractional shares) which could be purchased if the
dividend paid on Stock were paid with respect to the number of
shares of Stock (including fractional shares) credited to the
Participating Director's Deferred Fee Account and were invested
in additional Stock on the date of payment of the dividends paid
on Stock.
2.4 Value of the Stock. The market value of the Stock for
purposes hereof on any date shall be the closing price of the
Stock on the New York Stock Exchange Composite Tape on such date
(or if quotations for the Stock are not reported on the New York
Stock Exchange Composite Tape on that date, the closing price of
the Stock on the New York Stock Exchange Composite Tape on the
first day following such date on which such quotations are so
reported).
2.5 Payment of Benefits. A Participating Director's
Deferred Fee Account shall be paid to the Participating Director
promptly after he ceases to be a member of the Board of
Directors. In the event of the Participating Director's death,
his Deferred Fee Account shall be paid to the beneficiaries
designated by the Participating Director in writing to the
Secretary of the Board of Directors or, if the Participating
Director fails to designate beneficiaries, or if all such
beneficiaries predecease the Participating Director, to the
Participating Director's surviving spouse, and if there is no
surviving spouse then to the Participating Director's estate
promptly after the date of the Participating Director's death.
All payments shall be made in cash in an amount equal to the
product of (i) the total number of shares of Stock (including
fractional shares) credited to the Participating Director's
Deferred Fee Account on the date such amount is to be paid
multiplied by (ii) the market value of the Stock as determined
under Section 2.4.
2.6 Funding. Benefits payable under the Plan to any person
shall be paid directly by the Company. The Company shall not be
required to fund, or otherwise segregate assets to be used for
payment of benefits under the Plan. The Company may in its
discretion form a trust for the payment of benefits under the
Plan. The assets of such trust, if any, will be subject to the
claims of the Company's general creditors in the event of the
Company's inability to pay its debts as they become due or in the
event that the Company is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code. To the extent
that benefits are paid by the trust, the Company shall have no
further obligation to pay such benefits.
2.7 Deferral Elections. A Participating Director may elect
by written notice delivered to the Company within 60 days after
the effective date of the Plan to be credited with Elected
Deferred Benefits as provided in Section 2.1 with respect to fees
earned in the portion of the calendar year following the delivery
of such notice to the Company. For each calendar year
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thereafter, a Participating Director may elect by a written
election filed with the Company before the beginning of such
calendar year to be credited with Elected Deferred Benefits as
provided in Section 2.1 for such calendar year. Notwithstanding
the foregoing, a person who becomes a Participating Director in a
calendar year may elect by a written notice delivered to the
Company within 60 days after becoming a Participating Director to
be credited with Elected Deferred Benefits as provided in Section
2.1 with respect to fees earned in the portion of such calendar
year following the delivery of such notice to the Company.
Section 3
General Provisions
3.1 Plan Administration. The Plan shall be administered by
the Board of Directors. The Board shall have such powers as may
be necessary to construe and interpret the Plan, determine the
eligibility of directors and to otherwise discharge its duties
hereunder, including but not limited to the power to delegate the
responsibility for the administration of the Plan to employees of
the Company or to third parties.
3.2 Rights to Retention. Establishment of the Plan shall
not be construed to give a Participating Director the right to be
retained on the Board of Directors or to any benefits not
specifically provided by the Plan.
3.3 Interests Not Transferable. Except as to withholding of
any tax required under the laws of the United States or any state
or locality and except with respect to designation of a
beneficiary to receive benefits in the event of the death of a
Participating Director, no benefit payable at any time under the
Plan shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, or other legal process,
or encumbrance of any kind until otherwise payable under the
Plan. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefits, whether currently or
thereafter payable, shall be void. No benefit shall, in any
manner, be liable for or subject to the debts or liabilities of
any person entitled to such benefits. If any person shall
attempt to, or shall alienate, sell, transfer, assign, pledge or
otherwise encumber his benefits under the Plan, or if by any
reason of his bankruptcy or other event happening at any time,
such benefits would devolve upon any other person or would not be
enjoyed by the person entitled thereto under the Plan, then the
Company, in its discretion, may terminate the interest in any
such benefits of the person entitled thereto under the Plan and
hold or apply them to or for the benefit of such person entitled
thereto under the Plan or his spouse, children or other
-3-
dependents, or any of them, in such manner as the Company may
deem proper.
3.4 Amendment and Termination. The Company intends the Plan
to be permanent, but reserves the right at any time to modify,
amend or terminate the Plan, provided, however, that benefits
earned as provided herein shall constitute an irrevocable
obligation of the Company.
3.5 Controlling Law. The law of Illinois, except its law
with respect to choice of law, shall be controlling in all
manners relating to the Plan.
3.6 Gender and Number. Words in the masculine gender shall
include the feminine, and the plural shall include the singular
and the singular shall include the plural.
Executed this 14th day of January, 1994.
CHICAGO AND NORTH WESTERN
HOLDINGS CORP.
By: /s/ Robert Schmiege
Its: Chairman, President and
Chief Executive Officer
ATTEST:
/s/ Robin Bourne-Caris
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Dates Referenced Herein
| Referenced-On Page |
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This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 3/21/94 | | | | | | | None on these Dates |
| | 1/1/94 | | 1 |
For Period End: | | 12/31/93 |
| List all Filings |
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