Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 20 108K
2: EX-1.1 Underwriting Agreement 2± 11K
3: EX-1.2 Underwriting Agreement 1 8K
4: EX-2 Plan of Acquisition, Reorganization, Arrangement, 16 85K
Liquidation or Succession
5: EX-3 Articles of Incorporation/Organization or By-Laws 4 17K
6: EX-4 Instrument Defining the Rights of Security Holders 2 13K
7: EX-5 Opinion re: Legality 5 16K
8: EX-6 Opinion re: Discount on Capital Shares 2 13K
9: EX-7 Opinion re: Liquidation Preference 4 20K
10: EX-8 Opinion re: Tax Matters 1 10K
11: EX-9 Voting Trust Agreement 2 12K
12: EX-10 Material Contract 3 13K
13: EX-11 Statement re: Computation of Earnings Per Share 4 22K
14: EX-12 Statement re: Computation of Ratios 8 47K
15: EX-13 Annual or Quarterly Report to Security Holders 8 46K
16: EX-14 Material Foreign Patent 8 47K
17: EX-15 Letter re: Unaudited Interim Financial Information 8 47K
18: EX-16 Letter re: Change in Certifying Accountant 5 24K
19: EX-17 Letter re: Departure of Director 26 128K
EX-17 — Letter re: Departure of Director
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EXHIBIT 17
(AS AMENDED THROUGH MAY 31, 1995)
CHRYSLER SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
CONSOLIDATED
AS OF JUNE 1, 1995
Chrysler Corporation (or between June 1, 1986 and December 31, 1989 its
subsidiary Chrysler Motors Corporation), a corporation organized and existing
under the laws of the State of Delaware (hereinafter called the "Corporation"),
has had in effect since January 1, 1985 a plan called the Chrysler Supplemental
Executive Retirement Plan (prior to June 1, 1986 called the Chrysler Corporation
Supplemental Executive Retirement Plan and hereinafter called the "Plan"). The
Corporation amended the Plan in certain respects as of June 12, 1986, July 11,
1986, August 26, 1986, August 14, 1987, January 5, 1988, July 29, 1988, December
14, 1988, January 19, 1989, May 30, 1989, August 15, 1989, October 17, 1989,
December 29, 1989, January 17, 1990, March 30, 1990, June 7, 1990, April 5,
1991, December 6, 1991, February 20, 1992, March 5, 1992, March 31, 1992, May
19, 1992, June 11, 1992, January 15, 1993, February 17, 1993, April 30, 1993,
November 19, 1993, December 2, 1993, and December 20, 1993. The Plan was
consolidated as of January 1, 1994 and was subsequently amended as of July 7,
1994, July 27, 1994, December 1, 1994, and May 31, 1995.
The Corporation now desires to consolidate the Plan as of this date.
CHRYSLER SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
AS OF JUNE 1, 1995
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ARTICLE I Purpose of Plan.......................................................... 1
ARTICLE II Definitions............................................................. 2
ARTICLE III Participation.......................................................... 5
ARTICLE IV Retirement and Deferred Retirement Benefits............................. 5
4.01 Normal Retirement........................................................... 5
4.02 Special Early Retirement.................................................... 6
4.03 Early Retirement at Employee Option......................................... 7
4.04 PTD Retirement.............................................................. 8
4.05 Retirement Under Employment Contract........................................ 8
4.06 Deferred Vested Benefits.................................................... 9
4.07 - 4.14 Other Provisions..................................................... 10-12
ARTICLE V Death Benefits........................................................... 12
ARTICLE VI Payment of Benefits..................................................... 14
ARTICLE VII Contributions.......................................................... 17
ARTICLE VIII Plan Administration................................................... 17
ARTICLE IX Amendment, Termination.................................................. 19
ARTICLE X General.................................................................. 20
ARTICLE XI Special Provisions Applicable to Designated Participants................ 21
APPENDIX A Actuarial Assumptions Under the Plan.................................... 22
i
CHRYSLER SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE OF PLAN
1.01. The Plan is maintained for the purpose of providing the following
supplemental retirement benefits to Employees:
A. Incentive Compensation Retirement Benefit. This benefit is based on
the aggregate awards earned out and paid to Employees under the Incentive
Compensation Plan, the Long Term Incentive Plan, the Long Term Performance
Plan, the Discretionary Incentive Compensation Plan, and any benefits paid
pursuant to Subsection 401A.5. of the Plan.
B. ERISA Excess Retirement Benefit. This benefit is based on the
excess of retirement benefits calculated under the Salaried Employees'
Retirement Plan without regard to the limitations under Section 415 or
Section 401(a)(17) of the Internal Revenue Code, as amended, over the
benefits payable under the Salaried Employees' Retirement Plan because of
such limitations.
This benefit includes a contributory benefit based on any Employee
contributions made pursuant to Section VII of this Plan that otherwise
could have been contributed under the Salaried Employees' Retirement Plan
were it not for contribution limitations imposed under Section 401(a)(17)
of the Internal Revenue Code, as amended. Although this benefit shall be
calculated and paid based solely on contributions made within this Plan, it
shall be computed in the same manner as the contributory benefit is
calculated under the Salaried Employees' Retirement Plan.
The Benefit as calculated above, shall be further increased (prior to
the time the Salaried Employees' Retirement Plan is amended to comply with
applicable provisions of the Tax Reform Act of 1986) to include the amount,
if any, of additional non-contributory benefits excluded from payment under
the Salaried Employees' Retirement Plan by provisions of the Internal
Revenue Service Model Amendment #2, included in IRS Notice 88-31, as
referenced in Subsection 4.01C of the Salaried Employees' Retirement Plan.
In respect to Employees who are participants in the Chrysler First
Retirement Account, all above references in this paragraph to the Salaried
Employees' Retirement Plan shall be deemed to mean the Chrysler First
Retirement Account. In respect to Employees who are participants in the
Gulfstream Aerospace Corporation Pension Plan, all such references in this
paragraph to the Salaried Employees' Retirement Plan shall be deemed to
mean the Gulfstream Aerospace Corporation Pension Plan. The forms of
benefits payable under this Plan to Employees who are participants in the
Chrysler First Retirement Account or the Gulfstream Aerospace Corporation
Pension Plan are the forms of benefits payable under such plans.
C. Post Retirement Supplemental Benefit. This benefit is payable to
Employees who retired as elected officers of Chrysler Corporation and is
based on the excess, if any, of the Basic Pension Rate in effect on January
1, 1986 under the Chrysler Pension Plan over the Basic Pension Rate in
effect under the Pension Plan on the date the officers retired, multiplied
by the Employees' years of Credited Service.
D. American Motors Supplemental Pension Plan Benefit. This benefit is
payable to Employees eligible for benefits under the American Motors
Corporation Supplemental Pension Plan, a plan terminated by merger into
this Plan effective December 31, 1989. Benefits under the American Motors
Supplemental Pension Plan shall be frozen as of date of merger. If any
Employee is eligible to receive a benefit under the non-contributory part
of the Chrysler Salaried Employees' Retirement Plan and under an American
Motors Corporation Pension Plan (including for this purpose any frozen
American Motors Corporation Pension Plan that has been merged into this or
any other Chrysler Pension Plan) and if his total benefit amount under
Chrysler and American Motors Corporation Pension Plans exceeds the amount
he would have received under Chrysler plans had he participated under
Chrysler plans for the entire period he was employed by American Motors
Corporation and Chrysler, his benefit under the non-contributory part of
the Chrysler Salaried Employees' Retirement Plan will be reduced (but not
below zero) by the amount of such excess. This reduction shall supersede
the minimum benefit guarantee that
1
would otherwise be applicable under the American Motors Supplemental
Pension Plan benefit payable under this Plan.
E. Modified Special Early Retirement Program Special Leave of Absence
Benefit. This benefit is payable, prior to retirement under the Salaried
Employees' Retirement Plan, to all very highly compensated employees
(within the meaning of the Internal Revenue Code) and highly compensated
employees (as defined by such Code) designated by the Corporation who
choose to cease active employment with the Corporation between July 31,
1989 and October 31, 1989 or between January 31, 1990 and May 31, 1990
under terms of the 1989 or 1990 Chrysler Modified Special Early Retirement
Programs. The benefit payable pursuant to this paragraph shall equal the
benefit which would have been payable under the Salaried Employees'
Retirement Plan, the Pension Plan and the ERISA Excess Retirement Benefits
portion of this Plan had the Employees retired at Corporation option under
the Salaried Employees' Retirement Plan at the date he ceased active
employment.
SUPPLEMENTARY MINIMUM BENEFIT
This benefit is payable to Salaried Employees (as defined in the Salaried
Employees' Retirement Plan) who cease active employment with the Corporation
under the 1989 or 1990 Chrysler Modified Special Early Retirement Programs
(either through retirement or through a Special Leave of Absence as described in
the first paragraph of this Section 1.01E). Such benefit is equal to the amount
by which a Salaried Employee's combined monthly benefit for retirement at
Corporation option under whichever is applicable of the Salaried Employees'
Retirement Plan, the Pension Plan, the ERISA Excess Retirement Benefits portion
of this Plan and the Special Leave of Absence Benefit provisions of this Section
1.01E are less than 115% of what his total retirement benefits would have been
under the Salaried Employees' Retirement Plan, the Pension Plan and, if
applicable, the ERISA Excess Retirement Benefits portion of this Plan had he
retired at his own option.
Notwithstanding the foregoing provisions of this Section 1.01E, no benefits
of any kind shall be payable pursuant to this Section 1.01E for periods
commencing on or after January 1, 1992.
ARTICLE II. DEFINITIONS
Unless the text clearly indicates otherwise:
2.01. "Actuarial Equivalent" means an amount of equal value
actuarially, determined pursuant to actuarial tables or factors adopted by
the Committee as set forth in Appendix A to this Plan.
2.02. "Actuary" means the actuary for the Plan appointed by Chrysler
Corporation.
2.03. "Basic Pension Rate" means the monthly basic pension rate for
each year of service as established from time to time under the Pension
Plan.
2.04. "Beneficiary" means any one or more individuals, partnerships,
corporations, fiduciaries or other entities designated under the Salaried
Employees' Retirement Plan as the beneficiary or contingent beneficiary to
receive any death benefits payable under this Plan, unless a separate
designation under the Plan is received by the Committee. If no beneficiary
designation has been filed under the Salaried Employees' Retirement Plan or
under the Plan, the beneficiary shall be the executor of the former
Employee's will or the probate administrator, on behalf of the former
Employee's estate.
2.05. "Committee" means the Employee Benefits Committee established by
the Board of Directors of Chrysler Corporation by Resolution dated December
10, 1975, as constituted from time to time.
2.06. "Commuted Value" means an amount equal to the lump sum value at
the date of determination of periodic payments payable thereafter
discounted from the respective payment dates of such periodic payments to
the date of determination at the rate of interest adopted by the Committee
and set forth in Appendix A to this Plan.
2.07. "Corporation" means Chrysler Corporation and (i) any corporation
organized under the laws of the United States or any state thereof, all or
substantially all of the stock of which is owned by Chrysler
2
Corporation directly or through one or more subsidiaries which the
Committee has designated by resolution as a corporation to which, and to
the salaried employees of which, this Plan shall apply, and (ii) any
corporation organized under the laws of a foreign government or subdivision
thereof, all or substantially all of the stock of which is owned by
Chrysler Corporation directly or through one or more subsidiaries, which is
a subsidiary corporation with respect to which there is in effect an
agreement entered into by Chrysler Corporation under Section 3121(1) of the
Internal Revenue Code or under any amendment thereof in effect at the
relevant time, and which at the time the Committee shall have designated by
resolution as a corporation to which, and to the salaried employees of
which, this Plan shall apply, but such corporation shall be included in the
term "Corporation" only with respect to those of its Employees who have
been transferred to such employment with such subsidiary from employment in
the United States with Chrysler Corporation or one of its subsidiary
corporations, and (iii) for purposes of the Incentive Compensation
Retirement Benefits only, any corporation organized under the laws of a
foreign government or subdivision thereof, all or substantially all of the
stock of which is owned by Chrysler Corporation directly or through one or
more subsidiaries, which the Committee has designated by resolution as a
corporation to which, and to the salaried employees of which, this Plan
shall apply.
2.08. "Credited Service" means the credited service an Employee has
under a Pension Plan or, in the case of an Employee who is an elected
officer or director of the Corporation, the credited service he would have
if elected officers and directors were eligible under a pension plan.
Notwithstanding the above, however, in the case of an individual who has
become an Employee of the Corporation or of Chrysler Corporation or one of
its subsidiaries (excluding American Motors Corporation and its
subsidiaries as of August 5, 1987) upon transfer after August 5, 1987 from
employment with American Motors Corporation or one of its subsidiaries,
employment by American Motors Corporation or any of its subsidiaries up to
and including the last day he was so employed shall be deemed to be
included in Credited Service under this Plan for all purposes other than
for computation of benefit amounts.
2.09. "Employee" means a person (i) who, at the time, is employed by
the Corporation or a Non-Participating Subsidiary, or (ii) who, for the
purposes of the Incentive Compensation Retirement Benefits only, is
employed by Chrysler Canada Ltd., or Chrysler Credit Canada Ltd., and (iii)
who is, or who has been but no longer is, a Salaried Employee.
Notwithstanding the foregoing, the term "Employee" shall in no event
include (i) persons employed on a temporary, fixed term, project or daily
basis, (ii) persons who are retained under a consultant or independent
contractor agreement, or on a Service Agreement basis or who are assigned
by an employment agency, supplier, subcontractor or other provider of
personnel. Where used in this Plan the terms "former Employee," "retired
Employee" or "terminated Employee" shall mean a person who at one time was
an Employee but who, by reason of retirement or other termination of
employment is no longer employed by the Corporation, a Non-Participating
Subsidiary, Chrysler Canada Ltd., or Chrysler Credit Canada Ltd., as
applicable.
2.10. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
2.11. "ERISA Excess Death Benefits" means the death benefit calculated
by reference to the ERISA Excess Retirement Benefit of an Employee or
former Employee as determined in whichever is applicable of Sections 5.01,
5.02, or 5.03.
2.12. "ERISA Excess Retirement Benefit" means a monthly retirement
benefit equal to the excess of the retirement benefit calculated under the
Salaried Employees' Retirement Plan without regard to the benefit and
compensation limitations set forth in that plan or imposed under Section
415 or Sub-paragraph 401(a)(17) of the Internal Revenue Code over the
benefit payable under the Salaried Employees' Retirement Plan, determined
as provided in Section 4.01, because of such limitation.
2.13. "Incentive Compensation Plan" means the Chrysler Corporation
Incentive Compensation Plan, as in effect from time to time, established
under a stockholders' resolution adopted in 1929, as amended.
3
2.14. "Incentive Compensation Death Benefit" means the death benefit
calculated by reference to Incentive Compensation Retirement Benefits of an
Employee or retired Employee as determined in whichever is applicable of
Sections 5.01, 5.02, 5.03, or 5.04.
2.15. "Incentive Compensation Retirement Benefit" means a monthly
retirement benefit calculated by reference to the aggregate awards made to
an Employee under (a) the Incentive Compensation Plan, (b) the Chrysler
Corporation Long-Term Incentive Plan under the Incentive Compensation Plan
(herein called the "Long-Term Incentive Plan") (c) the Chrysler Corporation
Long-Term Performance Plan under the Chrysler Corporation 1991 Stock
Compensation Plan (herein called the "Long-Term Performance Plan"), and (d)
the Chrysler Corporation Discretionary Incentive Compensation Plan (herein
called the "Discretionary Incentive Compensation Plan"), and (e) any
benefits paid pursuant to Subsection 4.01A.5. of the Plan determined as
provided in Section 4.01.
2.16. "Non-Participating Subsidiary" means any branch of Chrysler
Corporation, or any of its wholly-owned subsidiaries, located outside the
United States and its possessions and any subsidiary of Chrysler
Corporation whether organized under the laws of the United States or of any
state thereof or of a foreign government or subdivision thereof, a majority
of the voting stock of which Chrysler Corporation owns at the time directly
or through one or more wholly-owned subsidiaries, and which branch or
subsidiary the Committee shall at the time have designated by resolution as
a branch or corporation to which and to the Employees of which the
provisions of the Plan relating to a Non-Participating Subsidiary shall
apply. A branch of Chrysler Corporation, or any of its wholly-owned
subsidiaries, located outside the United States and its possessions or a
subsidiary described in clause (ii) of Section 2.07 may be a
Non-Participating Subsidiary with respect to those of its Employees who
were not transferred to such branch or subsidiary from employment in the
United States with Chrysler Corporation or one of its subsidiary
corporations.
2.17. "Normal Retirement Date" means the last day of the month in
which an Employee attains his 65th birthday.
2.18. "Pension Plan" means the Chrysler Pension Plan or the Chrysler
Financial Corporation Pension Plan, as applicable.
2.19. "Permanent Total Disability" means that the person is receiving
permanent total disability benefits under a Pension Plan or a group
insurance program of the Corporation.
2.20. "Plan" means this Supplemental Executive Retirement Plan.
2.21. "Plan Year" means the period of 12 calendar months ending with
the last day of the month of December in each year.
2.22. "Post Retirement Supplemental Benefit" means a monthly
retirement benefit payable to an Employee who retired or retires as an
elected officer of Chrysler Corporation, determined as provided in Section
4.08.
2.23. "Salaried Employee" means a person (i) who at the relevant time
is employed by the Corporation or a Non-Participating Subsidiary, or (ii)
who, for purposes of the Incentive Compensation Retirement Benefits only,
is employed by Chrysler Canada Ltd., or Chrysler Credit Canada Ltd., and
who receives regular compensation in the form of a base Salary, except that
a person who is employed either by a subsidiary of Chrysler Corporation
described in clause (ii) of Section 2.07 or a branch of Chrysler
Corporation located outside the United States and its possessions shall, in
either such case, be deemed to be a Salaried Employee only if he has been
transferred to such employment, either with such subsidiary or such branch,
from employment in the United States.
2.24. "Salaried Employees' Retirement Plan (SERP)" means the Chrysler
Salaried Employees' Retirement Plan or the Chrysler Financial Corporation
Salaried Employees' Retirement Plan, as applicable, as in effect from time
to time.
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2.25. "Salary" means the base salary payable monthly (after any
deductions or any salary deferral pursuant to an agreement entered into
under the Chrysler Salaried Employees' Savings Plan, as amended, or the
Chrysler Salaried Employees' Supplemental Savings Plan, as amended) not
including any contingent, incentive or deferred compensation, bonuses, or
other forms of extra compensation. The term "Salary" shall include base
salary amounts deferred pursuant to the Chrysler Stock Unit Investment
Program. The term "Salary" shall further include amounts deducted from base
salary under provisions of the Chrysler Best By Choice Program but shall
not include amounts added to base compensation payments pursuant to the
Best By Choice Program.
ARTICLE III. PARTICIPATION
3.01. An Employee who has received or receives an award of incentive
compensation under the Incentive Compensation Plan for the year 1983 or any
subsequent year shall participate in the Plan with respect to the Incentive
Compensation Retirement Benefit and the Incentive Compensation Death Benefit.
3.02. An Employee who retires under the SERP and whose retirement or
termination benefits as calculated under SERP are in excess of the benefit and
compensation limitations set forth in that plan or imposed under Section 415 or
Sub-paragraph 401(a)(17) of the Internal Revenue Code shall participate in the
Plan with respect to the ERISA Excess Retirement Benefit and ERISA Excess Death
Benefit.
3.03. An Employee who retired as an elected officer of Chrysler Corporation
prior to January 1, 1986 shall participate in the Plan with respect to the Post
Retirement Supplemental Benefit.
ARTICLE IV. RETIREMENT AND DEFERRED RETIREMENT BENEFITS
4.01. An Employee who retires under the SERP, or for purposes of the
Incentive Compensation Retirement Benefits also under the Chrysler Canada Ltd.
Salaried Employees' Retirement Plan on or after his Normal Retirement Date shall
be entitled to receive under this Plan, commencing on the first day of the month
next following his retirement date, retirement benefits equal to the sum of (i)
any Incentive Compensation Retirement Benefit for which he may be eligible as
provided in Subsection A, and (ii) any ERISA Excess Retirement Benefit for which
he may be eligible as provided in Subsection B.
A. The Incentive Compensation Retirement Benefit of an Employee
retiring as provided above in this Section 4.01 shall be a monthly amount
equal to the sum of the following:
1. An amount equal to .5 of 1 percent (.5%) of his Incentive
Compensation Plan awards for 1983 and 1984, plus
2. An amount equal to such percentage of his combined (a) Incentive
Compensation Plan award for each of the years 1985 through 1992 and (b)
Long-Term Incentive Plan award (whether such award is payable in cash or
Chrysler Stock) earned out and paid for performance cycles ending in
each of the years 1987 through 1992, as the Incentive Compensation
Committee of the Board of Directors shall determine, but not more than
.5 of 1 percent (.5%) of his combined award for any such year, plus
3. An amount equal to such percentage of his combined (a) Incentive
Compensation Plan award for 1993 and (b) Long-Term Performance Plan
award for performance cycle ending in 1993 as the Incentive Compensation
Committee of the Board of Directors shall determine, but not more than
.5 of 1 percent (.5%) of his combined award for any 1993 plus
4. An amount equal to such percentage of his combined (a) Incentive
Compensation Plan award for 1994 and each year thereafter, (b) Long Term
Performance Plan award for performance cycles ending in 1994 and each
year thereafter, and (c) Discretionary Incentive Compensation Plan award
for 1994 and each year thereafter as the Incentive Compensation
Committee of the Board of Directors shall determine, but not more than
.5 of 1 percent (.5%) of his combined award for any such year plus
5
5. An amount equal to .5 of a percent (.5%) of his Incentive
Compensation Plan awards, Long Term Performance Plan awards, Long Term
Incentive Plan awards, and Discretionary Incentive Compensation Plan
awards, payable under such plans in the event of a Change in Control (as
defined in Section 4.13).
B. The ERISA Excess Retirement Benefit of an Employee retiring as
provided above in this Section 4.01 shall be a monthly amount equal to the
excess of:
1. The retirement benefit calculated under the provisions of
Section 4.01 of the SERP (irrespective of whether payments under the
SERP are actually made in the form described in Section 4.01 of the
SERP) without regard to the benefit and compensation limitations set
forth in that plan or imposed under Section 415 or Sub-paragraph
401(a)(17) of the Internal Revenue Code over
2. The retirement benefit calculated under Section 4.01 of the SERP
because of such ERISA limitations.
Notwithstanding anything to the contrary in this Plan, the retirement
benefits of an Employee of the Corporation or a Non-Participating Subsidiary,
who continues active service until his 65th birthday, shall be nonforfeitable.
4.02. An Employee who retires under the Special Early Retirement provisions
of the SERP or, for purposes of the Incentive Compensation Retirement Benefit,
retires at the option of the Corporation under the Chrysler Canada Ltd. Salaried
Employees' Retirement Plan on or after his 55th birthday but before his 62nd
birthday and who at the date of his early retirement has 10 years or more of
Credited Service (or who shall have attained such lesser age or years of
Credited Service as may be required under terms of a specific Early Retirement
Program if he retires pursuant to such program) shall be entitled to receive
under this Plan, commencing on the first day of the month next following the
date of his retirement, retirement benefits equal to the sum of (i) any
Incentive Compensation Retirement Benefit for which he may be eligible as
provided in Subsection A., and (ii) any ERISA Excess Retirement Benefit for
which he may be eligible as provided in Subsection B.
A. The Incentive Compensation Retirement Benefit of an Employee
retiring early as provided in this Section 4.02 shall be a monthly amount
calculated as described in Section 4.01A.
B. The ERISA Excess Retirement Benefit of an Employee retiring early
as provided in this Section 4.02 shall be a monthly amount calculated as
described in Section 4.01B.
C. The reduced age, Credited Service, and date specifications
applicable to specific Special Early Retirement Programs are as follows:
1. 1991 Program
a. Minimum age: 53
b. Minimum Credited Service: 10 years
c. Eligibility date: August 31, 1991
d. Retirement date: April 30, 1991 or, if later, the end of the
month prior to September, 1991 when age and Credited Service
requirements are first met (Retirements may occur at a later date as
approved by the Corporation and agreed to by the Employee but not
beyond December 31, 1991)
2. 1992 Program
a. Minimum age: 55
b. Minimum Credited Service: 7 years
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c. Eligibility date: December 31, 1992 (Must be actively at work
during the March 1, 1992 to May 31, 1992 period)
d. Retirement date: August 31, 1992 or as early as May 31, 1992
if age and Credited Service requirements are met or, in the case of
an Employee who first meets the age and Credited Service requirements
of the Program between September 1, 1992 and December 31, 1992, the
end of the month the Employee first meets such requirements
(Retirement may occur at a later date as approved by the Corporation
and agreed to by the Employee but not beyond December 31, 1992)
3. 1993 Program
a. Minimum age: 54
b. Minimum Credited Service: 10 years
c. Eligibility date: December 31, 1993
d. Retirement date: April 30, 1993 or, if later, the end of the
month prior to January 1, 1994 when age and Credited Service
requirements are first met (Retirements may occur at a later date as
approved by the Corporation and agreed to by the Employee but not
beyond December 31, 1993)
4. 1994 Program
a. Minimum age 54
b. Minimum Credited Service: 10 years
c. Eligibility Date: December 31, 1994
d. Retirement Date: Not later than December 31, 1994 (Retirement
can not be earlier than September 15, 1994. However, incentives under
the program are also applicable, effective January 1, 1995, to
employees who retired under Section 4.03 of the plan between May 31,
1994 and July 31, 1994).
Provided, however, that in the case of an Employee retiring under this
Section 4.02 who is employed or becomes employed by any competing firm, as
determined by the Committee, payment of his monthly retirement benefits
provided under Section 4.02A shall not be made for any month during which
he is so employed by any such competing firm prior to the first day of the
month next following his 65th birthday.
4.03. An Employee who retires under the SERP, or for purposes of the
Incentive Compensation Retirement Benefit also under the Chrysler Canada Ltd.
Salaried Employees' Retirement Plan at his option on or after his 55th birthday
but before his 65th birthday and (a) who has not attained age 60 and whose
combined years of age and years of Credited Service (to the nearest 1/12 in each
case) shall total 85 or more, or (b) who has attained age 60 but not 65 and has
10 or more years of Credited Service, shall in any such case be entitled to
receive under this Plan, commencing on the first day of the month next following
the date of his retirement, retirement benefits equal to the sum of (i) any
Incentive Compensation Retirement Benefit for which he may be eligible as
provided in Subsection A, and (ii) any ERISA Excess Retirement Benefit for which
he may be eligible as provided in Subsection B, subject to the provisions of
Subsection C, below.
A. The Incentive Compensation Retirement Benefit of an Employee
retiring early as provided in this Section 4.03 shall be a monthly amount
calculated as described in Section 4.01A.
B. The ERISA Excess Retirement Benefit of an Employee retiring early
as provided in this Section 4.03 shall be a monthly amount calculated as
described in Section 4.01B.
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C. The retirement benefits described above in Sections 4.03A and 4.03B
shall be reduced by multiplying such benefits by a percentage as set forth
in the following table:
[Download Table]
AGE WHEN
BENEFIT COMMENCES PERCENTAGE*
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55............................. 57.9%
56............................. 63.5
57............................. 69.4
58............................. 75.2
59............................. 80.8
60............................. 86.7
61............................. 93.3
62............................. 100.0
63............................. 100.0
64............................. 100.0
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* Prorated for intermediate ages computed to the nearest whole month
Provided, however, that in the case of an Employee retiring under this
Section 4.03 who is employed or becomes employed by any company other than the
Corporation, payment of his monthly retirement benefit provided under Section
4.03A shall not be made for any month during which he is so employed by any
company other than the Corporation prior to the first day of the month next
following his 65th birthday, unless the Committee approves such payment
annually.
4.04. An Employee who retires under the SERP, or for purposes of the
Incentive Compensation Retirement Benefit also under the Chrysler Canada Ltd.
Salaried Retirement Plan because of Permanent Total Disability with 10 years or
more of Credited Service (i) on or after his 55th birthday but before his Normal
Retirement Date or (ii) before his 55th birthday and who has been a participant
for at least 10 years since he attained age 35, or (iii) before his 55th
birthday and who has been a participant for five years but less than 10 years
since he attained age 35, shall be entitled to receive under this Plan,
retirement benefits equal to the sum of (i) any Incentive Compensation
Retirement Benefit for which he may be eligible as provided in Subsection A and
(ii) any ERISA Excess Retirement Benefit for which he may be eligible as
provided in Subsection B below.
A. The Incentive Compensation Retirement Benefits of an Employee
retiring as provided in this Section 4.04 shall be a monthly amount
calculated as described in Section 4.01A and
B. The ERISA Excess Retirement Benefits of an Employee retiring as
provided in this Section 4.04 shall be a monthly amount as calculated in
Section 4.01B and such monthly retirement benefits shall commence on the
first day of the month next following the date of his retirement, except
that with respect to an Employee retiring as described in (iii) above in
this Section 4.04, such monthly retirement benefits shall commence on the
first day of the month immediately following the month in which he attains
age 55.
Provided, however, that in the case of an Employee retiring under this
Section 4.04 who is employed or becomes employed by any competing firm, as
determined by the Committee, payment of his monthly retirement benefits provided
under Section 4.04A shall not be made for any month during which he is so
employed by such competing firm prior to the first day of the month next
following his 65th birthday.
4.05. A. An Employee who retires under an employment contract at the option
of the Corporation or because of Permanent Total Disability on or after his 55th
birthday but before his 65th birthday shall be entitled to receive under this
Plan, commencing on the first day of the month next following his retirement
date, an Incentive Compensation Retirement Benefit in a monthly amount
calculated as described in Section 4.01A.
Provided, however, that in the case of an Employee retiring under this
Section 4.05A who is employed or becomes employed by any competing firm, as
determined by the Committee, payment of his monthly
8
retirement benefits provided under Section 4.05A shall not be made for any month
during which he is so employed by any such competing firm prior to the first day
of the month next following his 65th birthday.
B. An Employee who retires under an employment contract at his option on or
after his 55th birthday but before his 65th birthday shall be entitled to
receive under this Plan, commencing on the first day of the month next following
his retirement date, an Incentive Compensation Retirement Benefit in a monthly
amount calculated as described in Section 4.01A, reduced by multiplying such
benefits by a percentage as set forth in the following table:
[Download Table]
AGE WHEN
BENEFIT COMMENCES PERCENTAGE*
----------------- -----------
55............................. 57.9
56............................. 63.5
57............................. 69.4
58............................. 75.2
59............................. 80.8
60............................. 86.7
61............................. 93.3
62............................. 100.0
63............................. 100.0
64............................. 100.0
-------------------------
* Prorated for intermediate ages computed to the nearest whole month
Provided, however, that in the case of an Employee retiring under this
Section 4.05B who is employed or becomes employed by any company other than the
Corporation, payment of his monthly retirement benefit provided under Section
4.05B shall not be made for any month during which he is so employed by any
company other than the Corporation prior to the first day of the month next
following his 65th birthday, unless the Committee approves such payment
annually.
C. An Employee who retires under an employment contract, and who on
his retirement date has not attained age 55, shall be entitled to receive
under this Plan, commencing on the first day of the month next following
his Normal Retirement Date, an Incentive Compensation Retirement Benefit in
a monthly amount calculated as described in Section 4.01A.
4.06. An Employee whose employment terminates under the SERP, or for
purposes of the Incentive Compensation Retirement Benefits also under the
Chrysler Canada Ltd. Salaried Employees' Retirement Plan otherwise than by death
or retirement shall be entitled to receive under this Plan a deferred retirement
benefit equal to the sum of (i) any Incentive Compensation Retirement Benefit
for which he is eligible as provided in Subsection A below, and (ii) any ERISA
Excess Retirement Benefit for which he is eligible as provided in Subsection B
below, subject to the provisions of Subsections C and D below.
A. If he has 5 years or more of Credited Service at the date his
employment terminates and (i) his employment terminated other than because
of discharge for cause or resignation to work for a competitor or (ii) his
employment terminated because of discharge for cause, or resignation to
work for a competitor and, in either case, the Committee approves vesting
of the terminated Employee's accrued Incentive Compensation Retirement
Benefit, he shall be entitled to receive Incentive Compensation Retirement
Benefits in a monthly amount calculated as described in Section 4.01A. Any
non-vested Incentive Compensation Retirement Benefits are forfeited.
Notwithstanding the preceding provisions of this Subsection A (a) all
Incentive Compensation Retirement Benefits accrued as of December 31, 1993
shall be fully vested as of such date in respect to Band 96 and above
employees who are actively at work and who have five or more years of
Credited Service as of such date and (b) all Incentive Compensation
Retirement Benefits accrued as of January 1, 1994 shall be fully vested as
of such date in respect to employees below Band 96 who are actively at work
and who have five or more years of Credited Service as of such date.
9
B. The deferred age 65 ERISA Excess Retirement Benefit he shall be
entitled to receive shall be a monthly amount equal to the excess of (i)
the deferred retirement benefit calculated under the provisions of Section
4.06 of the SERP without regard to the benefit limitations contained in
Section 415(b)(1) and/or Section 415(e) of the Internal Revenue Code, as
amended, over (ii) the deferred retirement benefit payable under SERP
because of such limitation.
C. Any deferred retirement benefits under this Section 4.06 except as
otherwise provided below in Subsection D, shall be a monthly pension
commencing as of the first day of the first month after the Employee
attains age 65 in the full unreduced amount for which he is eligible under
this Section 4.06.
D. Deferred retirement benefits paid to a terminated Employee may, if
such Employee makes written application, begin prior to age 65 (but in no
event earlier than the month the terminated Employee attains age 60) on a
reduced Actuarial Equivalent basis but shall not be paid for any month
prior to age 65 in which the terminated Employee is employed by any company
other than the Corporation, unless the Committee approves such payment
annually, or is employed by any competing firm, as determined by the
Committee.
4.07. A. If a retired Employee who has commenced receiving retirement
benefits under this Plan is reemployed on or after the effective date of the
Plan he shall continue to receive during such reemployment the retirement
benefits to which he is otherwise entitled, provided, however, that such
reemployment shall not result in the accrual of any additional benefits under
the Plan.
B. If a former Employee eligible for a deferred retirement benefit under
this Plan, who has not yet commenced receiving such benefit, is reemployed, then
his eligibility therefore shall cease and the accrued retirement benefit, if
any, he had at the date his employment terminated shall be reinstated.
C. If a former employee whose employment had terminated as a result of
resignation or discharge is subsequently reemployed, the Committee may, at its
discretion, reinstate all or apart of any Incentive Compensation Retirement
Benefit that had been previously forfeited pursuant to provisions of Section
4.06 of this Plan.
4.08. A retired Employee who on the date of his retirement was an elected
officer of Chrysler Corporation and who retired under Section 4.01, 4.02, 4.03,
4.04, or 4.05 of the SERP shall be entitled to receive under this Plan,
commencing on January 1, 1986, a Post Retirement Supplemental Benefit which
shall be a monthly amount equal to the excess of (i) the highest Basic Pension
Rate in effect on January 1, 1986 under the Chrysler Pension Plan for employees
who retired when the Employee retired over (ii) the highest Basic Pension Rate
in effect under the Chrysler Pension Plan on the date the Employee retired,
multiplied by the Employee's years of Credited Service.
4.09. No Employee shall be entitled to retirement benefits under this Plan
except as set forth in Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.08 and 4.12, of
this Plan, and no Employee shall have any vested right under the Plan except
such rights, if any, as may accrue to him under Section 4.06 or Section 4.12. At
his Normal Retirement Date, he shall not be entitled to receive any retirement
benefits until his subsequent retirement. At that time he shall be entitled to
receive a monthly retirement benefit commencing on the first day of the month
next following the date of his retirement in the amount computed as provided in
Section 4.01.
4.10. An Employee who performs any service after December 31, 1987 shall be
entitled to have both his Salary and service taken into account for purposes of
calculating his retirement benefit under this Plan, irrespective of whether such
service occurs before or after the Employee's Normal Retirement Date.
4.11. A Special Incentive Compensation Benefit is payable, prior to
retirement under the Salaried Employees' Retirement plan, to those entitled to a
Special Leave of Absence benefit pursuant to the first paragraph of Section
1.01E who would, if they were retired, be entitled to an Incentive Compensation
Retirement Benefit under this Article IV. The Special Incentive Compensation
Benefit shall be calculated and paid in the same manner as the Incentive
Compensation Retirement Benefit under this Article IV.
10
4.12. Notwithstanding any other provisions hereof, upon the occurrence of a
'Change in Control' (as defined in Section 4.13), each Employee who has
participated in the Plan with respect to the Incentive Compensation Retirement
Benefit shall be vested in his accrued Incentive Compensation Retirement
Benefit. If the employment of any such Employee by the Corporation is terminated
by the Corporation without 'cause' (as defined below) within the two-year period
immediately following a Change in Control, the Corporation shall pay such
Employee, within ten (10) days of such termination, the Commuted Value of his
Incentive Compensation Retirement Benefit, calculated as described in Section
4.01A and as if payment of such monthly retirement benefit were to commence on
the first day of the month next following the later of his termination date or
the date he attains age 65. The Commuted Value shall be determined for this
purpose by using the interest rate set forth in Appendix A to this Plan. Cause,
for purposes of this Section 4.12, shall mean the willful engaging by the
Employee in conduct which is demonstrably injurious to the Corporation,
monetarily or otherwise.
4.13. 'Change in Control' shall mean a change in control of Chrysler
Corporation, which shall be deemed to have occurred if the conditions set forth
in any one of the following paragraphs shall have been satisfied:
A. Any Person (defined below) shall become the Beneficial Owner
(defined below) of securities of Chrysler Corporation representing 20% or
more of the combined voting power of Chrysler Corporation's then
outstanding securities (unless the event causing the 20% threshold to be
crossed is an acquisition of securities directly from Chrysler
Corporation);
B. During any period of two consecutive years beginning after June 7,
1990, individuals who at the beginning of such period constitute the Board
of Directors of Chrysler Corporation and any new director (other than a
director designated by a Person who has entered into an agreement with
Chrysler Corporation to effect a transaction described in paragraph A, C or
D of this Change in Control definition) whose election or nomination for
election was approved by a vote of at least two-thirds of the directors
then in office who either were directors at the beginning of such two year
period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Board of
Directors;
C. The stockholders of Chrysler Corporation approve a merger or
consolidation of Chrysler Corporation (other than a merger or consolidation
which would result in the voting securities of Chrysler Corporation
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the entity surviving such merger or consolidation), in
combination with voting securities of Chrysler Corporation or such
surviving entity held by a trustee or other fiduciary pursuant to any
employee benefit plan of Chrysler Corporation or such surviving entity of
any subsidiary of Chrysler Corporation or such surviving entity, at least
80% of the combined voting power of the securities of Chrysler Corporation
or such surviving entity outstanding immediately after such merger or
consolidation); or
D. The stockholders of Chrysler Corporation approve a plan of complete
liquidation or dissolution of Chrysler Corporation or an agreement for the
sale or disposition by Chrysler Corporation of all or substantially all of
Chrysler Corporation's assets.
"The following terms, as used in this Change in Control definition, shall
have the meanings stated below:
"Beneficial Owner", with respect to any securities, means any Person
who, directly or indirectly, has the right to vote or dispose of such
securities or otherwise has "Beneficial Ownership" of such securities
(within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the 'Exchange Act')), pursuant to any agreement,
arrangement or understanding (whether or not in writing); provided however,
that (i) a Person shall not be deemed the Beneficial Owner of any security
as a result of an agreement, arrangement or understanding to vote such
security (x) arising solely from a revocable proxy or consent given in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the Exchange Act and the applicable rules and regulations
thereunder or (y) made in connection with, or to otherwise participate in,
a proxy or consent solicitation made, or to be made,
11
pursuant to, and in accordance with, the applicable provisions of the
Exchange Act and the applicable rules and regulations thereunder, in either
case described in clause (x) or clause (y) above, whether or not such
agreement, arrangement or understanding is also then reportable by such
Person on Schedule 13D under the Exchange Act (or any comparable or
successor report), and (ii) a Person engaged in business as an underwriter
of securities shall not be deemed to be the Beneficial Owner of any
securities acquired through such Person's participation in good faith in a
firm commitment underwriting until the expiration of forty days after the
date of such acquisition.
"Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the
Exchange Act, provided, however, that Person shall not include (i) Chrysler
Corporation, any subsidiary of Chrysler Corporation or any other Person
controlled by Chrysler Corporation, (ii) any trustee or other fiduciary
holding securities under any employee benefit plan of Chrysler Corporation
or any subsidiary of Chrysler Corporation, or (iii) a corporation owned,
directly or indirectly, by the stockholders of Chrysler Corporation in
substantially the same proportions as their ownership of securities of
Chrysler Corporation.
4.14. Notwithstanding any other provision of this Article IV or of this
Plan, a Salaried Employee who retires prior to age 55 pursuant to provisions of
the Chrysler Canada, Ltd. Salaried Employees' Retirement Plan, shall be
considered an employment termination rather than a retirement for purposes of
determining the nature, amount, and timing of any benefits to which he may be
entitled under this Plan.
ARTICLE V. DEATH BENEFITS
5.01. If a former Employee dies (a) on or after the date of his retirement
under the SERP, or for purposes of the Incentive Compensation Retirement
Benefits also under the Chrysler Canada Ltd. Salaried Employees' Retirement Plan
in the case of a former Employee who retired under any of such plans, or (b) on
or after the date his employment terminated, in the case of a former Employee
whose employment terminated otherwise than by retirement under the SERP, or for
purposes of the Incentive Compensation Retirement Benefit also under the
Chrysler Canada Ltd. Salaried Employees' Retirement Plan, and who was eligible
for a deferred retirement benefit under Section 4.06 at the time of such
termination, and if in either such case no election under Section 6.04 was in
effect for such former Employee at the time of his death, then in any such case
the Beneficiary of any such former Employee shall be entitled to receive under
this Plan (i) any Incentive Compensation Death Benefit for which he was eligible
as a former Employee as provided in Subsection A below, (ii) any ERISA Excess
Death Benefits for which he was eligible as provided in Subsection B below, and
(iii) any Modified Special Early Retirement Program Death Benefit, for which he
was eligible as provided in Subsection C below.
A. The Incentive Compensation Death Benefit of such a former Employee
shall be:
1. If at the time of his death the former Employee was receiving an
Incentive Compensation Retirement Benefit (whether due to retirement or
termination of employment) or if commencement of receipt of an Incentive
Compensation Retirement Benefit was deferred as provided in Section
6.03, an amount equal to the Commuted Value of any unpaid guaranteed
payments of the Incentive Compensation Retirement Benefit.
B. The ERISA Excess Death Benefit of such a former Employee shall be:
1. If at the time of his death he was receiving an ERISA Excess
Retirement Benefit (whether due to retirement or termination of
employment) or if commencement of receipt of an ERISA Excess Retirement
Benefit was deferred as provided in Section 6.03, an amount equal to the
Commuted Value of any unpaid guaranteed payments of the ERISA Excess
Retirement Benefit.
2. If he was entitled to an ERISA Excess Retirement Benefit under
Section 4.06B and if he dies prior to the date payment of such ERISA
Excess Retirement Benefit commences, and
a. If such ERISA Excess Retirement Benefit includes a monthly
amount of contributory retirement benefit as provided for under the
provisions of either or both of Section(s) 4.06A of
12
the SERP, or 1.01B of this Plan, his ERISA Excess Death Benefit based
on such contributory retirement benefit shall be in an amount equal
to 100 times the amount of such monthly benefit, and
b. If such ERISA Excess Retirement Benefit includes a monthly
amount of the SERP non-contributory retirement benefit calculated
under the provisions of Section 4.06B of the SERP, his ERISA Excess
Death Benefit based on such non-contributory retirement benefit shall
be in an amount equal to the Commuted Value of the 120 monthly
payments of such benefit that he would have received under the Plan
had he elected to receive immediate payment of benefits commencing on
the date immediately preceding the date of his death.
C. The Modified Special Early Retirement Program Death Benefit of such
a former Employee shall be:
1. An amount equal to the Commuted Value of the remainder of 120
guaranteed monthly payments for the contributory and non-contributory
Supplementary Minimum Benefit to which the Employee is entitled pursuant
to Section 1.01E of this Plan and/or
2. An amount equal to the Commuted Value of the remainder of 120
guaranteed monthly payments for the contributory and non-contributory
Special Leave of Absence Benefit (excluding, however, monthly payments
under the Pension Plan which shall not be guaranteed) to which the
Employee is entitled pursuant to Section 1.01E of this Plan.
5.02. If an Employee dies while participating in the SERP, or for purposes
of the Incentive Compensation Retirement Benefits also under the Chrysler Canada
Ltd. Salaried Employees' Retirement Plan and after his Normal Retirement Date
and if he is not deemed to have made the election provided in Section 6.05, his
Beneficiary shall be entitled to receive the sum of (i) any Incentive
Compensation Death Benefit for which the Employee was eligible as provided in
Subsection A and (ii) any ERISA Excess Death Benefit for which the Employee was
eligible as provided in Subsection B below.
A. The Incentive Compensation Death Benefit of such an Employee shall
be an amount equal to the Commuted Value of 120 monthly payments of the
monthly Incentive Compensation Retirement Benefit which would have been
payable to the Employee if he had retired under the Plan on the date of his
death.
B. The ERISA Excess Death Benefit of such an Employee shall be an
amount equal to the Commuted Value of 120 monthly payments of the monthly
ERISA Excess Retirement Benefit that he would have received under the Plan
had he retired on the date of his death.
5.03. If an Employee dies while participating in the SERP, or for purposes
of the Incentive Compensation Retirement Benefit also under the Chrysler Canada
Ltd. Salaried Employees' Retirement Plan and on or prior to his Normal
Retirement Date, his Beneficiary shall be entitled to receive the sum of (i) any
Incentive Compensation Death Benefit for which the Employee was eligible at the
time of his death as provided in Subsection A and (ii) any ERISA Excess Death
Benefit for which the Employee was eligible as provided in Subsection B below.
A. The Incentive Compensation Death Benefit of such an Employee shall
be an amount equal to the Actuarial Equivalent of his accrued age 65
monthly Incentive Compensation Retirement Benefit.
B. The ERISA Excess Death Benefit of such an Employee shall be an
amount equal to the excess of (i) the death benefit calculated under the
SERP without regard to the benefit and compensation limitations set forth
in that plan or imposed under Section 415 or Sub-paragraph 401(a)(17) of
the Internal Revenue Code over (ii) the death benefit payable under the
SERP because of such ERISA limitations. Any death benefit payable under
this Plan shall be computed based on any contributions under Section VII of
this Plan.
13
ARTICLE VI. PAYMENT OF BENEFITS
6.01. An Employee desiring to retire and receive a retirement benefit under
the Plan or a terminated Employee desiring to apply for a deferred retirement
benefit under the Plan shall, in either such case, obtain a form of application
for that purpose and shall file his written application with the Committee,
furnishing the information the Committee shall request together with documentary
evidence in support of the same, satisfactory to the Committee, and any
authority in writing that the Committee may request authorizing it to obtain
pertinent information or records, certificates or transcripts from any public
office.
6.02. A Retirement benefit, except as provided under Section 6.10 of the
Plan, shall be paid in monthly installments. The first installment shall be
payable on the first day of the month following the actual retirement of an
Employee retiring from the employ of the Corporation or of a Non-Participating
Subsidiary or, in the case of an Employee whose employment terminates otherwise
than by retirement, on the first day of the first month after the Employee
attains age 65. Subsequent installments of the retirement benefit shall be
payable on the first day of each month thereafter during the lifetime of the
retired or former Employee, and the standard form of payment of the retirement
benefit shall be for the lifetime of the retired or former Employee with a
guarantee of 120 monthly payments, except for the Post Retirement Supplemental
Benefit described in Section 4.05., for which the standard form of payment shall
be monthly payments during the lifetime of the former Employee without any
guaranteed number of payments.
6.03. Anything to the contrary in this Plan notwithstanding, monthly
retirement benefit payments under the Plan shall not commence until the first
day of the month following the ceasing of any sickness or accident benefits
(including payments under the Disability Absence Plan of the Corporation,
disability benefits under the Salary Continuation Plan of the Corporation, and
payments or benefits of like purpose or kind under any similar plan of the
Corporation or of a Non-Participating Subsidiary in effect at the time) toward
which the Corporation or a Non-Participating Subsidiary contributes by payment
of premiums, taxes or otherwise; provided, however, that commencement of a
monthly retirement benefit shall not be deferred by reason of receipt of (a) a
Permanent Total Disability Benefit under any pension plan or group life
insurance policy of the Corporation or of a Non-Participating Subsidiary, or (b)
a disability benefit under the Federal Social Security Act, or (c) a benefit
under the Long Term Disability Plan or the Extended Disability Plan of the
Corporation or a benefit or payment of like purpose or kind under any similar
plan of the Corporation or of a Non-Participating Subsidiary at the time in
effect.
6.04. In lieu of payment of a retirement benefit in the standard form as
described in Section 6.02 and lieu of payment of a death benefit as described in
Article V, payment of all such benefits shall be made in the form of a surviving
spouse option, as provided in Subsection A below, to an Employee who retires and
who is entitled to a retirement benefit. The Employee or former Employee shall
automatically be deemed to have elected the form of surviving spouse option
provided in Subsection A below (sometimes called "Qualifying Option" in this
Article VI) except where otherwise provided in such Subsection A. The surviving
spouse option in the form provided below shall be applicable only with respect
to an Employee or former Employee who is married on the date such election is
deemed to have been made.
A. The retirement benefit under the Qualifying Option for an Employee
or former Employee who automatically elects it, as hereinabove provided,
shall consist of reduced monthly payments after the effective date of his
election during his lifetime with a guarantee of 120 monthly payments, with
provision that if his death occurs on or after the effective date of his
election and if the person who was his spouse at the date of his retirement
(or in the case of a former Employee entitled to a deferred retirement
benefit under Section 4.06, on the date he files his application) is living
at the last to occur of his death or the expiration of such 120-month
period, benefits in the amount specified below shall be payable monthly to
such surviving spouse during her remaining lifetime. Notwithstanding
anything to the contrary in this Subsection A, the above provisions
relating to a guarantee of 120 monthly payments do not apply to the Post
Retirement Supplemental Benefit. The Qualifying Option shall automatically
apply, in respect to the Post Retirement Supplemental Benefit, in respect
to employees or former employees who have the Qualifying Option under the
Chrysler Salaried Employees' Retirement Plan pursuant to Section 6.05 of
that plan. Those participants in this Plan who do not have the Qualifying
Option under the Chrysler
14
Salaried Employees' Retirement Plan may elect to receive Post Retirement
Supplemental Benefit payments payable until the death of both the Employee
or former Employee and his spouse but such election shall not be automatic.
1. The reduced monthly payment of a retirement benefit payable to
the Employee or former Employee whose age does not differ from that of
his spouse by more than 5 years shall be an amount equal to the monthly
payment that would have been payable to him in the standard form,
reduced by an amount equal to 5% of the amount of the retirement
benefits that would be payable to him in the standard form at his Normal
Retirement Date if he had elected the standard form of payment. If the
age of the spouse is less than the age of such Employee or former
Employee, the percentage shall be 5% increased by 1/2 of 1% for each
year in excess of 5 years that the age of the spouse is less than the
age of the Employee or former Employee. If the age of the spouse is
greater than the age of the Employee or former Employee, the percentage
shall be 5% decreased by 1/2 of 1% for each year in excess of 5 years
that the age of the spouse exceeds the age of the Employee or former
Employee (but not less than 0%). For this purpose, the ages of the
Employee or former Employee and his spouse shall each be the age at his
or her last birthday prior to the effective date of election as provided
in Subsection B below. The reductions provided in this paragraph shall
be made in all monthly payments paid to the Employee or former Employee
on or after the date on which his election becomes effective, except as
otherwise provided below in Subsections E and F of this Section 6.04.
2. The benefits payable to the surviving spouse, if the death of
the Employee or former Employee occurs on or after the effective date of
his election (or in the case of a former Employee entitled to a deferred
retirement benefit under Section 4.06, on or after the date he files his
application) and the person who was his spouse is living at the last to
occur of his death or the expiration of the 120 guaranteed monthly
payments, shall be monthly payments equal to 60% of the reduced monthly
payments determined as provided in paragraph 1 above.
Notwithstanding anything to the contrary in this Subsection 2, any
monthly amount payable to a surviving spouse which is calculated on the
basis of the Post Retirement Supplemental Benefit under the provisions
of Section 4.05 shall commence on the first day of the month following
the month in which the Employee died and terminate with the last monthly
payment before her death.
B. An election of the surviving spouse option that is deemed to have
been made as provided in Subsection A above, shall be deemed to have been
made at the time the Employee or former Employee files his application for
a retirement benefit or a deferred retirement benefit, and the effective
date of the election shall be the date payment of the retirement benefit
commences, except that, in the case of an Employee or former Employee who
is married when his election would otherwise become effective, but whose
marriage at that date has been continuously in effect for less than one
year, the effective date of his election shall be the first day of the
month following the month in which such marriage has been continuously in
effect for one year. However, in the case of an Employee or former Employee
who marries during the twelve month period immediately preceding the date
payment of a retirement benefit commences and has been married to that
spouse for at least one year ending on the date of the Employee's or former
Employee's death, he shall be deemed to have been married for one year
ending on the date payment of his retirement benefit commenced.
C. If an Employee or former Employee is deemed to have made the
election provided above in Subsection A of this Section 6.04 and if his
spouse dies or should otherwise cease to be his spouse after he has made
such election but before the effective date of such election, the election
shall be revoked automatically. The election shall be irrevocable on or
after the effective date of the election if the Employee or former Employee
and his designated spouse are both living on such date except as otherwise
provided below in Subsections E and F of this Section 6.04. If such
designated spouse dies or should otherwise cease to be the spouse of the
Employee or former Employee after the effective date of the election and
during his lifetime, the reduced monthly payments payable to him shall not
be affected, except as otherwise provided below in Subsections E and F of
this Section 6.04.
15
D. Upon the request of the Committee an Employee or former Employee
deemed to have made the election provided in Subsection A of this Section
6.04 must produce an official marriage certificate or other evidence of his
marriage to his spouse satisfactory to the Committee.
E. An Employee or former Employee who is deemed to have made the
election provided above in Subsection A of this Section 6.04 and whose
designated spouse predeceases him may have his monthly payments restored to
the amount payable without reduction for such election, and shall become
eligible for all death benefits as provided in Article V, effective the
first day of the third month following the month in which the Committee
receives evidence satisfactory to it of the spouse's death.
F. If an Employee or former Employee is deemed to have made the
election provided above in Subsection A of this Section 6.04 and if the
Employee or former Employee and his spouse are divorced by court decree or
judgment, such Employee or former Employee is deemed to have canceled such
election and will have his monthly payments restored to the amount payable
without reduction for such election and shall become eligible for death
benefits as provided in Article V, effective the first day of the third
month following the month in which the Committee receives such Employee's
or former Employee's written revocation of the election because of divorce,
on a form approved by the Committee, and accompanied by evidence
satisfactory to the Committee of a final decree or judgment of divorce.
G. A retired Employee who (i) was deemed to have made the election
provided above in Subsection A of this Section 6.04 and whose designated
spouse dies or otherwise ceases to be his designated spouse or (ii) was not
married on the date provided for such election in Subsection B of this
Section 6.04, and who marries or remarries shall automatically be deemed to
have reelected the form of surviving spouse option provided above in
Subsection A of this Section 6.04. Such election shall become effective on
the first day of the month following the month in which the retired
Employee has been married one year.
6.05. Every Employee may designate a Beneficiary to receive payments in the
event of his death by filing with the Committee a designation in writing signed
by him in such form as the Committee shall prescribe, and may change or revoke
the designation from time to time and at any time by filing with the Committee a
new designation; provided, however, that an Employee shall be deemed to have
designated as his Beneficiary the beneficiary designated in the SERP, or for
purposes of the Incentive Compensation Retirement Benefit also under the
Chrysler Canada Ltd. Salaried Employees' Retirement Plan, unless the Participant
specifically designates another Beneficiary.
6.06. Any death benefit provided in Article V with respect to an Employee
for whom there is in effect no election as provided in Section 6.04 shall be
paid in a lump sum.
6.07. No benefit or right to payment under this Plan shall be subject to
any claim of any creditor of any Employee, Beneficiary or surviving spouse of a
deceased Employee or former Employee and shall not be subject to attachment or
garnishment or other legal process by any creditor, nor shall any Employee,
former Employee, Beneficiary or surviving spouse have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits under this
Plan.
6.08. In the event of the death of a person entitled to any benefit under
the Plan, or in the event that the Committee shall find that any such person is
unable to care for his affairs because of illness or accident, the Committee may
cause any benefit payments due, unless claim shall have been made therefor by a
duly appointed legal representative, to be paid to the spouse, a child, a parent
or other blood relative, or to any person deemed by the Committee to have
incurred expense for such person, and any such payments so made shall be a
complete discharge of the liabilities of the Plan therefor. In the event that,
at the time a benefit becomes payable to any persons under the Plan, the
Committee after reasonably diligent search is unable, within six years from the
time the benefit is payable, to find the person to whom the benefit is payable,
then the benefit shall be treated as a forfeiture and all right, title, and
interest of the person therein and thereto shall terminate.
6.09. Notwithstanding anything to the contrary herein, the Committee shall
pay the Actuarial Equivalent of any amount(s) payable under this Plan to a
participant or Beneficiary before such amount(s) would
16
otherwise be paid (and in discharge of all obligations with respect thereto) if,
based on any of the following events, the Committee determines, in good faith
based on consultation with counsel, that such participant or Beneficiary has or
will recognize income for federal income tax purposes with respect to such
amount(s) before such amount(s) are otherwise to be paid:
A. a change in the Internal Revenue Code or Title 1 of ERISA, or the
Treasury or Department of Labor Regulations thereunder, respectively, or a
binding or predominant judicial construction thereof,
B. a published ruling or similar announcement issued by the Internal
Revenue Service or the Department of Labor,
C. a decision by a court of competent jurisdiction involving a
participant in the Plan, a Beneficiary of the Plan, the Corporation, or any
entity involved in making payments under the Plan, or
D. a final determination of tax liability following a contested tax or
ERISA dispute or audit (or a closing agreement made under section 7121 of
the Internal Revenue Code) that involves a participant in the Plan, a
Beneficiary of the Plan, the Corporation, or any entity involved in making
payments under the Plan.
6.10 A. An employee eligible to receive an Incentive Compensation
Retirement Benefit under Article IV of the Plan may elect to receive such
benefit in a lump sum payment. Such lump sum payment shall be equal to the
lesser of (a) an amount equal to 80% of the cost of a typical commercial
insurance policy equivalent in value to the Plan's 10 years certain and life
standard form of payment or (b) an amount calculated based on the Plan's
cost/funding assumptions, except that a 10% interest rate shall be used. An
election to receive an immediate lump sum payment may be made at retirement. If
such election is not made at retirement, a subsequent election may be made
subject to a waiting period of one year. Eligible recipients of Incentive
Compensation Retirement benefits who retired prior to January 1, 1994 shall be
provided a one time 90 day window election period, as determined by the
Corporation, to make a lump sum payment election without a one year waiting
period. The value of the lump sum payment will be determined based on the
remaining value of the Plan's 10 years certain and life normal provision.
B. A terminated employee eligible to receive a deferred Incentive
Compensation Retirement Benefit under Section 4.06 of the Plan may elect to
receive such benefit in a lump sum payment subject to Committee approval. Such
lump sum payments, however, may not be elected prior to age 65. In addition, if
such lump sum payment election is made later than age 65, it is subject to a
waiting period of one year. If benefits have commenced prior to the lump sum
payment, the value of the lump sum payment will be determined based on the
remaining value of the Plan's 10 years certain and life normal provision,
assuming the terminated employee had elected such normal provision when his
benefits commenced.
ARTICLE VII. CONTRIBUTIONS
7.01. Employee contributions shall be permitted under this Plan solely for
the purpose of providing an ERISA Excess Retirement Contributory Benefit
pursuant to Section 1.01B of this Plan and an ERISA Excess Death Benefit
pursuant to Paragraph 5.01B.2.a of this Plan.
7.02. Employee contributions under this Plan shall be voluntary and shall
be permitted in the amount and to the extent they would have been permitted
under the Salaried Employees' Retirement Plan ("SERP") had they not been
curtailed by limitations imposed by Sub-paragraph 401(a)(17) of the Internal
Revenue Code, as amended, as embodied in Subsection 4.01C of SERP.
ARTICLE VIII. PLAN ADMINISTRATION
8.01. The Committee shall have exclusive authority to control and manage
the operation and administration of this Plan except as specifically set forth
in Section 8.04 below.
8.02. The Committee may make rules and regulations for the administration
of the Plan which are not inconsistent with the terms and provisions of the
Plan. The Committee shall have discretionary authority to construe and interpret
the Plan and decide all questions of eligibility, benefit settlement and
payment. It may
17
correct any defect or supply any omission or reconcile any inconsistency in such
manner and to such extent as it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency. In addition
the Committee, or such person or persons it shall designate for that purpose as
provided in Section 8.03, shall maintain the following claim review procedure:
A. Claim Review Procedure. (a) If any former Employee or any
Beneficiary has not received a benefit under the Plan to which he thinks he
is entitled, he or his authorized representative, within 180 days after the
event that he thinks entitled him to the benefit, may file with the
Committee a written claim for the benefit, in any form reasonably
calculated to bring the nature of his claim to the attention of the
Committee. If the claim is wholly or partially denied, the Committee within
180 days of its receipt of the claim, shall give to the claimant written
notice of the denial, setting forth in a manner calculated to be understood
by the claimant the specific reason or reasons for the denial. A claimant
whose claim to benefits under the Plan has been wholly or partially denied,
or his authorized representative, may request a review of his claim by the
Committee by making written application for review to the Committee within
90 days after the claimant's receipt of written notification of denial of
his Claim. In connection with the review, the claimant or his authorized
representative may submit issues and comments in writing. Not later than 90
days after the receipt by the Committee of the claimant's request for
review, the Committee shall give its decision in writing, setting forth the
specific reasons for the decision, written in a manner calculated to be
understood by the claimant. Subject to any rights to remedies accorded by
applicable law, the final decision of the Committee shall be conclusive and
binding upon the Corporation, the claimant and all other persons interested
in the claim.
B. The Committee shall also make arrangements for authorizing the
payment of benefits to retired Employees, former Employees, surviving
spouses and Beneficiaries entitled thereto. The payment of such benefits
shall commence as of the first day of the first calendar month beginning
after the date which is 90 days following the Committee's decision in 8.02
A.
8.03. The Committee may appoint a secretary and one or more assistant
secretaries and such other agents and representatives as it may deem advisable,
who may but need not be Employees otherwise covered by this Plan, to keep its
records or assist it in doing any other acts or things, and any such appointment
shall be deemed a designation.
8.04. A. In the performance of its duties under this Plan the Committee may
act by a majority of its members then in office and any action expressed from
time to time by a vote at a meeting or in writing without a meeting shall
constitute action of such Committee and shall have the same effect for all
purposes as if assented to by all of the members of such Committee then in
office.
B. Any action which this Plan authorizes or requires the Committee to do
shall, if done in good faith by such committee, be final and binding upon
Employees, retired Employees, former Employees, surviving spouses,
Beneficiaries, and the Corporation. The fact that any member of either such
Committee is an Employee, officer, director or stockholder of Chrysler
Corporation or is covered by this Plan shall not disqualify him from doing any
act or thing which this Plan authorizes or requires him to do as a member of
such Committee or render him accountable for any benefit received by him as an
Employee covered by this Plan. No Committee member shall participate in any
decision of the Committee that would directly and specifically affect the timing
or amount of his benefits under the Plan.
C. The members of the Committee shall discharge their duties under the Plan
solely in the interest of the Employees and their Beneficiaries and (i) for the
exclusive purpose of providing benefits to such Employees and their
Beneficiaries and defraying reasonable expenses of administering the Plan (ii)
with the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with
like aims; and (iii) in accordance with the provisions of the Plan, as the same
may be from time to time amended.
D. The Committee and the members of the Committee shall be entitled to rely
upon all information certified to it by the Corporation, all certificates and
reports furnished by the Actuary or by any qualified public accountant and all
opinions given by any duly appointed legal counsel (who may be also counsel for
18
Chrysler Corporation); and neither the Committee nor any member of the Committee
shall be deemed imprudent in respect of any action taken or permitted by them in
good faith in reliance upon any such certificates, reports or opinions. Except
to the extent otherwise provided by law neither the Committee nor any of the
members of the Committee shall be liable to the Corporation or to any Employee
or to any Beneficiary on account of any act done or omitted or determination
made by the Committee acting in good faith in the performance of its duties
under the Plan, nor for any act done or omitted by any agent or representative
of the Committee selected by such Committee with reasonable care, nor shall any
member of the Committee be liable to any person for any act done or omitted by
any other member of the Committee in which he did not concur. The Corporation
agrees, to the extent permitted by law, to indemnify and hold the Committee and
each of the members of the Committee harmless from and against any liability it
or they may incur in connection with the Plan, unless arising from their own
negligent or willful breach of their fiduciary responsibility as set forth in
subsection C of this section.
E. Any act that the Plan authorizes or requires the Committee to do, or any
determination in good faith by the Committee of any matter or question under the
Plan shall, in any such case, be final and binding upon any Employee, retired
Employee, former Employee, surviving spouse or Beneficiary.
F. All expenses of the Committee in the performance of its duties under
this Plan shall be payable by the Corporation.
8.05. The Corporation, as long as the Plan remains in effect, shall pay or
cause to be paid the benefits provided by the Plan and the incurred costs and
expenses of the Plan.
ARTICLE IX. AMENDMENT, TERMINATION
9.01. The Board of Directors of Chrysler Corporation shall have the right
to amend the Plan at any time and from time to time, to any extent that it may
deem advisable, except that no such amendment shall adversely affect the rights
of any Employee with respect to retirement benefits theretofore accrued under
the Plan.
9.02. The Committee shall have the right to amend this Plan at any time and
from time to time, to any extent that it may deem advisable, except that no such
amendment shall
A. adversely affect the rights of any Employee with respect to
retirement benefits theretofore accrued under the Plan; or
B. change the benefit formula for determining the amount of retirement
or death benefits provided under the Plan unless approved by the Board of
Directors of Chrysler Corporation. (The Committee shall, however, have full
authority to approve amendments that provide additional benefit incentives
under special early retirement programs and, except as limited by the first
sentence of this Section 9.02B, to approve basic design and administrative
amendments that affect retirement eligibility and the amount of benefits);
or
C. decrease the age or length of service that employees are required
to have under the Plan in order to be eligible for benefits upon early
retirement or termination of employment (notwithstanding the preceding
sentence, however, the Committee shall have specific authority to establish
reduced age or service requirements pursuant to special early retirement
programs designed to achieve work force reductions provided, however, that
(i) special early retirement offers for officers and other Board roll
employees must be approved in advance by the Management Resources Committee
and (ii) special early retirement programs that lower the age of retirement
below 50 or the number of years of Credited Service below seven must be
approved by the Board of Directors of Chrysler Corporation); or
D. permit the termination of this Plan other than by the authority of
the Board of Directors of Chrysler Corporation; or
E. alter the provisions of Article VIII or of this Article IX.
19
9.03. Any amendment to this Plan shall be set out in an instrument in
writing executed on behalf of Chrysler Corporation under its corporate seal by
the President or a Vice President or the Treasurer and by the Secretary or an
Assistant Secretary, and authorized by a resolution of the Committee or of the
Board of Directors.
9.04. Chrysler Corporation by action of its Board may direct the Committee
to terminate the Plan in whole or in part at any time. In the case of complete
or partial termination of the Plan, no further benefits shall be accrued under
the affected portions of the Plan with respect to affected Employees, and
benefits theretofore accrued shall be paid in accordance with the provisions of
Articles IV through VI of the Plan. Except with the consent of the Employee, no
such termination of the Plan shall adversely affect the rights of any Employee
with respect to retirement benefits theretofore accrued under the Plan.
9.05. Notwithstanding any other provisions hereof, during the two-year
period beginning on the date of a Change in Control, the Plan shall not be
terminated (whether in whole or in part) and the Plan shall not be amended in
any way which detrimentally affects the right of any Employee (i) to participate
in the Plan, (ii) to accrue, or to continue to accrue, supplemental retirement
benefits under the Plan, or (iii) to vest in any such supplemental retirement
benefits.
ARTICLE X. GENERAL
10.01. This Plan is purely voluntary on the part of the Corporation.
Neither the establishment of this Plan nor the payment of any benefit shall be
construed as giving any Employee or any other person any legal or equitable
right against the Corporation or the Committee, unless the same shall be
expressly provided for in this Plan or conferred by affirmative action of the
Committee or the Corporation in accordance with the terms and provisions of the
Plan, or as giving any Employee the right to be retained in the service of the
Corporation, and all Employees shall remain subject to discharge to the same
extent as if this Plan had never been established.
10.02. The validity and construction of this Plan shall be determined
according to the laws of the United States and of the State of Michigan.
10.03. Titles of articles are for general information only and this Plan is
not to be construed by reference thereto.
10.04. In all cases where they would so apply, words used in the masculine
or feminine shall be construed to include the opposite gender, and words used in
the singular shall be construed to include the plural.
10.05. In case any provisions of this Plan shall be held illegal or invalid
for any reason, such illegality or invalidity shall not affect the remaining
parts of this Plan, but this Plan shall be construed and enforced as if such
illegal or invalid provisions had never been inserted herein.
10.06. Any payment or distribution to any Employee, retired Employee,
former Employee, Beneficiary, or surviving spouse in accordance with the
provisions of this Plan shall be in full satisfaction of all claims against the
Committee and the Corporation.
10.07. No liability shall attach to or be incurred by members of the
Committee, stockholders, officers or directors, as such, of the Corporation,
under or by reason of any of the provisions of this Plan or implied therefrom,
and all liability of every kind and nature and all rights and claims against the
Corporation and every member of the Committee, any stockholder, officer or
director, past, present or future, as such, whether arising in common law or in
equity or created by statute or constitution or otherwise are hereby expressly
waived and released as a condition of and part of the consideration for the
contributions of the Corporation under this Plan. Each Employee, retired
Employee, former Employee, surviving spouse, or Beneficiary, as a condition of
receiving any benefits under the Plan, shall be conclusively deemed for all
purposes to have assented to the Plan and shall be bound hereby with the same
force and effect as if he had executed a consent to all the terms and provisions
of the Plan.
10.08. The Corporation shall not be required to segregate any assets which
may at any time be represented as compensation reduction amounts, accrued
benefits or earnings credited to a participant. The
20
Corporation shall not, by any provisions of this Plan, be deemed to be a trustee
of any property, and the liabilities of the Corporation to any participant shall
be those of a debtor pursuant to such contract obligations as are created by the
Plan, and no such obligation of the Corporation shall be deemed to be secured by
any pledge or other encumbrance on any property of the Corporation.
10.09. The Committee is authorized to satisfy all requirements for tax
withholding on distributions under the Plan, through a deduction from the
participant's benefit payment, excluding any tax imposed on the employer.
ARTICLE XI. SPECIAL PROVISIONS APPLICABLE TO DESIGNATED PARTICIPANTS
11.01. Additional years of Credited Service shall be granted in respect of
any individual listed below, for all purposes under the Plan, including, without
limitation, determining the individual's (i) total retirement benefits under
Chrysler pension plans and (ii) right to vest in the benefits, and to be
eligible for any early retirement or other benefits based on Credited Service,
provided under this Plan.
The total amount of additional Chrysler pension benefits attributable to
such additional years of Credited Service shall be paid under the ERISA Excess
Retirement Benefit part of this plan described in Section 1.01B. Individuals
eligible for such additional years of Credited Service and the amount of such
additional Credited Service to be recognized shall be as follows:
A. L. A. Iacocca (Social Security #170-24-2372) -- 4 years, 10 months
(After recognition of 3 additional years of credited service under the 1992
Salaried Employees' Special Early Retirement Program.)
B. R. J. Eaton (Social Security #512-36-1821) -- 5 years
C. R. A. Lutz (Social Security #081-32-1819) -- 5 years
11.02. Special conditions shall apply, in respect to any individual listed
below, for purposes of determining certain Chrysler retirement benefits payable
to him from this Plan. Individuals to whom such special conditions apply and a
description of such special conditions are as follows:
A. J.A. Pilulas. (Social Security #371-26-4011) Additional benefits
that would have been paid Mr. Pilulas under the Chrysler Pension Plan and
the Chrysler Salaried Employees Retirement Plan had he retired on June 1,
1989 under the Special Early Retirement provisions of such plans will be
paid under the ERISA Excess Retirement Benefit part of this Plan described
in Section 1.01B. In addition, benefits he had forfeited under the
Incentive Compensation Retirement Benefit part of this Plan described in
Section 1.01A shall be paid on an unreduced basis. Benefits provided under
this Section 11.02A shall be provided prospectively only commencing
November 1, 1992.
B. R. J. Eaton, (Social Security #512-36-1821)
R. A. Lutz, (Social Security #081-32-1819)
T. G. Denomme, (Social Security #369-40-5641) and
G. C. Valade, (Social Security #365-44-7293)
In the event that any of the above named individuals retires or otherwise
terminated employment on or prior to the second anniversary of the date as of
which a Change of Control (as defined in Section 4.13) occurs, such individual
shall be deemed to have retired under the Special Early Retirement provisions of
the SERP. Any benefits not payable under SERP will be paid under the ERISA
Excess Retirement Benefit part of this Plan.
21
APPENDIX A
ACTUARIAL ASSUMPTIONS UNDER THE PLAN
[Enlarge/Download Table]
ACTUARIAL ASSUMPTIONS OR
SECTION PURPOSE BASIS FOR DETERMINATION
------------- ------------------------------------ ------------------------------------
1. 2.06 To determine the single sum value or The basis for determining these
lump sum value of periodic payments commuted values will be amounts
payable in the future. determined using an interest rate as
set forth hereafter in this
Appendix.
2. 4.12 To determine the Commuted Value of The rate of interest used in
Incentive Compensation Retirement computing the Commuted Value will be
Benefits for payout to participants the FAS 87 Discount Rate which was
at the time of the participants' used in determining the Plan's
termination of employment following liabilities for Chrysler
a change in control. Corporation's financial statement
purposes as of the latest December
31, or, if no determination was made
as of such date -- 9% compounded
annually.
3. 5.01A1 To determine the Commuted Value of The number of payments remaining in
any unpaid guaranteed payments of the certain period at the time of
Incentive Compensation Retirement death will be discounted to the last
Benefits at the time of a former day of the month in which death
Employee's death. occurs at a rate of interest of 10%
compounded annually.
4. 5.01B1 To determine the Commuted Value of The number of payments remaining in
any unpaid guaranteed payments of the certain period at the time of
ERISA Excess Retirement Benefits at death will be discounted to the last
the time of a former Employee's day of the month in which death
death. occurs at a rate of 9% compounded
annually.
5. 5.01B2 To determine the Commuted Value of The Commuted Value will be based on
120 monthly payments of ERISA Excess the rate of interest of 9%
Retirement Benefit of a former compounded annually and the monthly
Employee whose death occurs prior to payment the former Employee would
the date monthly payments commence. have received had he elected to have
benefits commence on the date
immediately preceding the date of
his death.
6. 5.02A To determine the Commuted Value of The Commuted Value will be
120 monthly payments of the monthly determined based on a rate of 10%
Incentive Compensation Retirement compounded annually and the monthly
Benefits with respect to an Employee Incentive Compensation Retirement
who dies while still employed after Benefit the Employee would have
his Normal Retirement Date. received had he retired on the date
of his death.
7. 5.02B To determine the Commuted Value of The Commuted Value will be
120 monthly payments of the monthly determined based on a rate of
* ERISA Excess Retirement Benefits interest of 9% compounded annually
with respect to an Employee who dies and the monthly ERISA Excess
while still employed but after his Retirement Benefit the Employee
Normal Retirement Date. would have received had he retired
on the date of his death.
22
[Enlarge/Download Table]
ACTUARIAL ASSUMPTIONS OR
SECTION PURPOSE BASIS FOR DETERMINATION
------------- ------------------------------------ ------------------------------------
8. 5.03A To determine an Actuarial The actuarial assumptions that will
Equivalent. be used in determining an Actuarial
Equivalent will be the 1971 Group
Annuity Mortality Table (weighted
70% for males and 30% for females),
an interest rate of 10% compounded
annually, and an expected retirement
date of the latter of a) the date
immediately preceding the date of
the Employee's death or b) the date
the Employee would have first become
eligible to retire at his option.
9. 5.03B To determine the ERISA Excess Death The death benefit of such an
Benefit of an Employee whose death Employee shall be the Commuted
occurs on or after his 60th birthday Value, at 9% interest compounded
with ten years or more of Credited annually, of 120 monthly payments
Service. equal to the monthly
Non-Contributory Retirement Benefit
that he would have received had he
retired on the date of his death
reduced by 5/8 of 1% for each full
month by which the date of his death
precedes his Normal Retirement Date.
10. 6.02 To determine the equivalent lump The actuarial assumptions used in
sum, quarterly, half yearly, or determining the equivalent benefits
yearly benefits with respect to will be the 1971 Group Annuity
monthly benefits that are less than Mortality Table (weighted 70% for
$10. males and 30% for females), and 9%
(10% for an Incentive Compensation
Retirement Benefit) interest
compounded annually.
11. 6.10 To determine the value of a lump sum The lump sum value will be
Incentive Compensation Retirement determined based on a rate of
Benefit interest of 10% compounded annually
and the provisions specified in
Section 6.10 of the Plan.
12. Sections not To determine an Actuarial The actuarial assumptions that will
listed above Equivalent. be used in determining an Actuarial
Equivalent will be the 1971 Group
Annuity Mortality table (weighted
70% for males and 30% for females),
an interest rate of 9% (10% for an
Incentive Compensation Retirement
Benefit) compounded annually, and an
expected Normal Retirement Date of
the 1st day of the month following
Age 65.
23
IN WITNESS WHEREOF, the Corporation has caused this Instrument to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed as of the 1st day of June, 1995.
CHRYSLER CORPORATION
By K. M. Oswald
-------------------------------------
K. M. Oswald
Vice President -- Corporate Personnel
Attest:
H. E. Leese
--------------------------------------
H. E. Leese
Assistant Secretary
(CORPORATE SEAL)
24
Dates Referenced Herein and Documents Incorporated by Reference
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