Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q September 30, 2007 Form 10-Q Final HTML 768K
9: EX-10.10 Retirement Plan for the Directors of Halliburton HTML 55K
Company, as Amended & Restated Effective
July 1, 2007
10: EX-10.11 First Amendment to the Retirement Plan for the HTML 18K
Directors of Halliburton Company,
Effective Sept. 1, 2007
2: EX-10.3 2008 Halliburton Elective Deferral Plan, as HTML 151K
Amended & Restated Effective January 1,
2008
3: EX-10.4 Halliburton Company Supplemental Executive HTML 79K Retirement Plan, as Amended & Restated Effective January 1, 2008
4: EX-10.5 Halliburton Company Benefit Restoration Plan, as HTML 75K
Amended & Restated Effective January 1,
2008
5: EX-10.6 Halliburton Annual Performance Pay Plan, as HTML 82K
Amended and Restated Effective January
1, 2007
6: EX-10.7 Halliburton Management Performance Plan, as HTML 68K
Amended & Restated Effective January 1,
2007
7: EX-10.8 Halliburton Company Pension Equalizer Plan, as HTML 75K
Amended & Restated Effective March 1,
2007
8: EX-10.9 Halliburton Company Directors' Deferred HTML 65K
Compensation Plan, as Amended & Restated
Effective January 1, 2007
11: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 16K
to Section 302 of the Sarbanes-Oxley Act
of 2002
12: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 16K
to Section 302 of the Sarbanes-Oxley Act
of 2002
13: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 12K
to Section 906 of the Sarbanes-Oxley Act
of 2002
14: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 12K
to Section 906 of the Sarbanes-Oxley Act
of 2002
EX-10.4 — Halliburton Company Supplemental Executive Retirement Plan, as Amended & Restated Effective January 1, 2008
Allocations
Under the Plan, Participation in the Plan and
Selection
for Awards
6
ARTICLE
V
Non-Assignability
of Awards
7
ARTICLE
VI
Vesting
8
ARTICLE
VII
Distribution
of Awards
8
ARTICLE
VIII
Nature
of Plan
9
ARTICLE
IX
Funding
of Obligation
9
ARTICLE
X
Amendment
or Termination of Plan
10
ARTICLE
XI
General
Provisions
10
ARTICLE
XII
Effective
Date
11
APPENDIX
A
GRANDFATHERED
PLAN
12
ARTICLE
IV
Allocations
Under the Plan, Participation in the Plan and
Selection
for Awards
12
ARTICLE
VI
Vesting
13
ARTICLE
VII
Distribution
of Awards
13
i
HALLIBURTON
COMPANY
SUPPLEMENTAL
EXECUTIVE
RETIREMENT PLAN
WHEREAS,
Halliburton Company (“Halliburton”) adopted and maintains the Halliburton
Company Supplemental Executive Retirement Plan, as most recently amended and
restated effective December 7, 2005 (the “Plan”), for the benefit of its
employees and the employees of its subsidiaries to aid such employees in making
more adequate provision for their retirement; and
WHEREAS,
the Company desires to continue to provide participants with an opportunity
to
participate in the Plan on or after January 1, 2005, consistent with the
provisions of Section 409A of the Internal Revenue Code, as amended;
and
WHEREAS,
certain active participants in the Plan made transition elections prior to
December 31, 2007 related to amounts earned on or after January 1, 2005, as
permitted in accordance with guidance under Section 409A of the Internal Revenue
Code; and
WHEREAS,
the Company desires to preserve the material terms of the Plan as in effect
on
December 31, 2004 (the “Grandfathered Plan”) in order that the Grandfathered
Plan qualify as a grandfathered plan for purposes of Section 409A of the
Internal Revenue Code, as amended; and
WHEREAS,
certain provisions applicable solely to the Grandfathered Plan are preserved
in
Appendix A, for purposes of determining the terms applicable to amounts under
the Grandfathered Plan, which provisions shall be substituted for the
corresponding provisions contained herein.
NOW
THEREFORE, the Plan is hereby amended and restated to read as follows,
effective as of January 1, 2008:
1
ARTICLE
I
Purpose
of the Plan
The
purpose of the Halliburton Company Supplemental Executive Retirement Plan is
to
provide supplemental retirement benefits to Participants in order to promote
growth of the Company and provide additional means of attracting and holding
qualified competent executives.
ARTICLE
II
Definitions
Where
the
following words and phrases appear in the Plan, they shall have the respective
meanings set forth below, unless their context clearly indicates to the
contrary.
(A)Account: An
individual account for each Participant on the books of such Participant’s
Employer to which is credited amounts allocated for the benefit of such
Participant pursuant to the provisions of Article IV, Paragraph (D) and interest
credited pursuant to the provisions of Article IV, Paragraph (G).
(B)Administrative
Committee: The administrative committee
appointed by the Compensation Committee to administer the Plan.
(C)Allocation
Year: The calendar year for which an
allocation is made to a Participant’s Account pursuant to Article
IV.
(E)Code: The
Internal Revenue Code of 1986, as amended.
(F)Compensation
Committee: The Compensation Committee
of the Board.
(G)Company: Halliburton
Company.
(H)Employee: Any
employee of an Employer. The term does not include independent
contractors or persons who are retained by an Employer as consultants
only.
(I)Employer: The
Company and any Subsidiary designated as an Employer in accordance with the
provisions of Article III of the Plan.
(J)ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
(K)Grandfathered
Plan: The Halliburton Company
Supplemental Executive Retirement Plan as in effect on December 31, 2004, the
material terms of which have not been materially modified (within the meaning
of
Section 409A) after October 3, 2004, and are preserved and continued in the
Plan
as reflected in Appendix A.
2
(L)Grandfathered
Plan Account: An individual account for
each Participant on the books of such Participant’s Employer to which is
credited amounts allocated prior to January 1, 2005 for the benefit of such
Participant pursuant to the provisions of Article IV of Appendix A.
(M)Participant: A
Senior Executive who is selected as a Participant for an Allocation
Year. The Compensation Committee shall be the sole judge of who shall
be eligible to be a Participant for any Allocation Year. The
selection of a Senior Executive to be a Participant for a particular Allocation
Year shall not constitute him or her a Participant for another Allocation Year
unless he or she is selected to be a Participant for such other Allocation
Year
by the Compensation Committee.
(N)Plan: The
Halliburton Company Supplemental Executive Retirement Plan, as amended and
restated January 1, 2008, and as the same may thereafter be amended from time
to
time.
(O)Section
409A: Section 409A of the Code and
applicable Treasury authorities.
(P)Senior
Executive: An Employee who is a senior
executive, including an officer, of an Employer (whether or not he or she is
also a director thereto), who is employed by an Employer on a full-time basis,
who is compensated for such employment by a regular salary and who, in the
opinion of the Compensation Committee, is one of the key personnel of an
Employer in a position to contribute materially to its continued growth and
development and to its future financial success.
(Q)Subsidiary: At
any given time, a company (whether a corporation, partnership, limited liability
company or other form of entity) in which the Company or any other of the
Subsidiaries or both owns, directly or indirectly, an aggregate equity interest
of 80% or more.
(R)Termination
of Service:“Separation from service”,
as defined in Treasury Regulation 1.409A-1(h), with an Employer for any reason
other than a transfer between Employers.
(S)Trust: Any
trust created pursuant to the provisions of Article IX.
(T)Trust
Agreement: The agreement establishing
the Trust.
(U)Trustee: The
trustee of the Trust.
(V)Trust
Fund: Assets under the Trust as may
exist from time to time.
3
ARTICLE
III
Administration
of the Plan
(A) The
Compensation Committee shall appoint an Administrative Committee to administer,
construe and interpret the Plan. Such Administrative Committee, or
such successor Administrative Committee as may be duly appointed by the
Compensation Committee, shall serve at the pleasure of the Compensation
Committee. Decisions of the Administrative Committee, with respect to
any matter involving the Plan, shall be final and binding on the Company, its
shareholders, each Employer and all officers and other executives of the
Employers. For purposes of ERISA, the Administrative Committee shall
be the Plan “administrator” and shall be the “named fiduciary” with respect to
the general administration of the Plan.
(B) The
Administrative Committee shall maintain complete and accurate records pertaining
to the Plan, including but not limited to Participants’ Accounts, amounts
transferred to the Trust, reports from the Trustee and all other records which
shall be necessary or desirable in the proper administration of the
Plan. The Administrative Committee shall furnish the Trustee such
information as is required to be furnished by the Administrative Committee
or
the Company pursuant to the Trust Agreement.
(C) The
Company (the “Indemnifying Party”) hereby agrees to indemnify and hold harmless
the members of the Administrative Committee (the “Indemnified Parties”) against
any losses, claims, damages or liabilities to which any of the Indemnified
Parties may become subject to the extent that such losses, claims, damages
or
liabilities or actions in respect thereof arise out of or are based upon any
act
or omission of the Indemnified Party in connection with the administration
of
this Plan (including any act or omission of such Indemnified Party constituting
negligence, but excluding any act or omission of such Indemnified Party
constituting gross negligence or willful misconduct), and will reimburse the
Indemnified Party for any legal or other expenses reasonably incurred by him
or
her in connection with investigating or defending against any such loss, claim,
damage, liability or action.
4
(D) Promptly
after receipt by the Indemnified Party under the preceding paragraph of notice
of the commencement of any action or proceeding with respect to any loss, claim,
damage or liability against which the Indemnified Party believes he or she
is
indemnified under the preceding paragraph, the Indemnified Party shall, if
a
claim with respect thereto is to be made against the Indemnifying Party under
such paragraph, notify the Indemnifying Party in writing of the commencement
thereof, provided, however, that the omission so to notify the Indemnifying
Party shall not relieve it from any liability which it may have to the
Indemnified Party to the extent the Indemnifying Party is not prejudiced by
such
omission. If any such action or proceeding shall be brought against
the Indemnified Party, and it shall notify the Indemnifying Party of the
commencement thereof, the Indemnifying Party shall be entitled to participate
therein, and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to the Indemnified Party, and, after notice
from the Indemnifying Party to the Indemnified Party of its election to assume
the defense thereof, the Indemnifying Party shall not be liable to such
Indemnified Party under the preceding paragraph for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation or reasonable expenses
of
actions taken at the written request of the Indemnifying Party. The
Indemnifying Party shall not be liable for any compromise or settlement of
any
such action or proceeding effected without its consent, which consent will
not
be unreasonably withheld.
(E) The
Administrative Committee may designate any Subsidiary as an Employer by written
instrument delivered to the Secretary of the Company and the designated
Employer. Such written instrument shall specify the effective date of
such designated participation, may incorporate specific provisions relating
to
the operation of the Plan which apply to the designated Employer only and shall
become, as to such designated Employer and its employees, a part of the
Plan. Each designated Employer shall be conclusively presumed to have
consented to its designation and to have agreed to be bound by the terms of
the
Plan and any and all amendments thereto upon its submission of information
to
the Administrative Committee required by the terms of or with respect to the
Plan; provided, however, that the terms of the Plan may be modified so as to
increase the obligations of an Employer only with the consent of such Employer,
which consent shall be conclusively presumed to have been given by such Employer
upon its submission of any information to the Administrative Committee required
by the terms of or with respect to the Plan. Except as modified by
the Administrative Committee in its written instrument, the provisions of this
Plan shall be applicable with respect to each Employer separately, and amounts
payable hereunder shall be paid by the Employer which employs the particular
Participant, if not paid from the Trust Fund.
(F) No
member
of the Administrative Committee shall have any right to vote or decide upon
any
matter relating solely to himself or herself under the Plan or to vote in any
case in which his or her individual right to claim any benefit under the Plan
is
particularly involved. In any case in which an Administrative Committee member
is so disqualified to act and the remaining members cannot agree, the
Compensation Committee shall appoint a temporary substitute member to exercise
all the powers of the disqualified member concerning the matter in which he
or
she is disqualified.
5
ARTICLE
IV
Allocations
Under the Plan,
Participation
in the Plan and Selection for Awards
(A) Each
Allocation Year the Compensation Committee shall, in its sole discretion,
determine what amounts shall be available for allocation to the Accounts of
the
Participants pursuant to Paragraph (D) below.
(B) No
award
shall be made to any person while he or she is a voting member of the
Compensation Committee.
(C) The
Compensation Committee from time to time may adopt, amend or revoke such
regulations and rules as it may deem advisable for its own purposes to guide
in
determining which of the Senior Executives it shall deem to be Participants
for
a particular Allocation Year and the method and manner of payment thereof to
the
Participants.
(D) The
Compensation Committee, during the Allocation Year involved or during the next
succeeding Allocation Year, shall determine which Senior Executives it shall
designate as Participants for such Allocation Year and the amounts allocated
to
each Participant for such Allocation Year. In making its
determination, the Compensation Committee shall consider such factors as the
Compensation Committee may in its sole discretion deem material. The
Compensation Committee, in its sole discretion, may notify a Senior Executive
at
any time during a particular Allocation Year or in the Allocation Year following
the Allocation Year for which the award is made that he or she has been selected
as a Participant for all or part of such Allocation Year, and may determine
and
notify him or her of the amount which shall be allocated to such Participant
for
such Allocation Year. The decision of the Compensation Committee in
selecting a Senior Executive to be a Participant or in making any allocation
to
him or her shall be final and conclusive, and nothing herein shall be deemed
to
give any Senior Executive or his or her legal representatives or assigns any
right to be a Participant for such Allocation Year or to be allocated any amount
except to the extent of the amount, if any, allocated to a Participant for
a
particular Allocation Year, but at all times subject to the provisions of the
Plan.
(E) A
Senior
Executive whose service is terminated during the Allocation Year may be selected
as a Participant for such part of the Allocation Year prior to his or her
Termination of Service and be granted such award with respect to his or her
services during such part of the Allocation Year as the Compensation Committee,
in its sole discretion and under any rules it may promulgate, may
determine.
6
(F) Allocations
to Participants under the Plan shall be made by crediting their respective
Accounts on the books of their Employers as of the last day of the Allocation
Year. Accounts of Participants shall also be credited with interest as of the
last day of each Allocation Year, at the rate set forth in Paragraph (G) below,
on the average monthly credit balance of the Account being calculated by using
the balance of each Account on the first day of each month. Prior to Termination
of Service, the annual interest shall accumulate as a part of the Account
balance. After Termination of Service, the annual interest for such
Allocation Year may be paid as more particularly set forth hereinafter in
Article VII, Paragraph (D).
(G) Interest
shall be credited on amounts allocated to Participants’ Accounts at the rate of
5% per annum for periods prior to Termination of Service and at the rate of
10%
per annum for periods subsequent to Termination of Service.
(H) Within
30
days of the date a Senior Executive is designated as a Participant in the Plan,
such Participant may make a written election, in the form as approved by the
Administrative Committee, as to the form of payment of the Participant’s Account
from the following alternatives:
(1) Monthly
installments over five (5) years;
(2) Monthly
installments over ten (10) years; or
(3) A
single
lump sum payment.
If
a
Participant fails to make a timely election as provided under this Paragraph
(H), such Participant’s Account shall be paid in the form of a lump
sum. The above notwithstanding, if the total vested amount credited
to the Participant’s Account and Grandfathered Plan Account upon Termination of
Service is less than $100,000, such amount shall always be paid in a single
lump
sum payment.
ARTICLE
V
Non-Assignability
of Awards
No
Participant shall have any right to commute, encumber, pledge, transfer or
otherwise dispose of or alienate any present or future right or expectancy
which
he or she may have at any time to receive payments of any allocations made
to
such Participant, all such allocations being expressly hereby made
non-assignable and non-transferable; provided, however, that nothing in this
Article shall prevent transfer (A) by will, (B) by the applicable laws of
descent and distribution or (C) pursuant to an order that satisfies the
requirements for a “qualified domestic relations order” as such term is defined
in Section 206(d)(3)(B) of the ERISA and Section 414(p)(1)(A) of the Code,
including an order that requires distributions to an alternate payee prior
to a
Participant’s “earliest retirement age” as such term is defined in Section
206(d)(3)(E)(ii) of the ERISA and Section 414(p)(4)(B) of the Code. Attempts
to
transfer or assign by a Participant (other than in accordance with the preceding
sentence) shall, in the sole discretion of the Compensation Committee after
consideration of such facts as it deems pertinent, be grounds for terminating
any rights of such Participant to any awards allocated to but not previously
paid over to such Participant.
7
ARTICLE
VI
Vesting
As
of the
date that a Participant has five consecutive years of participation in the
Plan
as measured from the date such Participant first became a Participant in the
Plan (including the Grandfathered Plan), all amounts, including interest,
credited to a Participant’s Account, which are attributable to the 2005
Allocation Year and any subsequent Allocation Years in which such Participant
may receive an award, shall be fully vested and not subject to forfeiture for
any reason, except as provided in Article V.
ARTICLE
VII
Distribution
of Awards
(A) Upon
Termination of Service of a Participant the Administrative Committee (i) shall
certify to the Trustee or the treasurer of the Employer, as applicable, the
vested amount credited to the Participant’s Account on the books of each
Employer for which the Participant was employed at a time when he or she earned
an award hereunder, and (ii) shall determine whether the payment of the vested
amount credited to the Participant’s Account under the Plan is to be paid
directly by the applicable Employer, from the Trust Fund, if any, or by a
combination of such sources (except to the extent the provisions of the Trust
Agreement if any, specify payment from the Trust Fund).
(B) Any
amounts payable under Paragraph (A) above shall be paid in the applicable form
pursuant to Article IV, Paragraph (H). Notwithstanding any provision
of the Plan to the contrary, in the case of a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Code, any payments payable as a
result of the Employee’s Termination of Service (other than death) shall not be
payable before the earlier of (i) the date that is six months after the
Employee’s Termination of Service, (ii) the date of the Employee’s death, or
(iii) the date that otherwise complies with the requirements of Section
409A. For purposes of determining the identity of “specified
employees”, the Administrative Committee may establish procedures as it deems
appropriate in accordance with Section 409A.
(C) The
Trustee or the treasurer of the Employer, as applicable, shall make payments
of
awards in the manner designated, subject to all of the other terms and
conditions of this Plan and the Trust Agreement if any. This Plan
shall be deemed to authorize the payment of all or any portion of a
Participant’s award from the Trust Fund to the extent such payment is required
by the provisions of the Trust Agreement, if any.
(D) Interest
on installment payments shall be paid as a part of a level monthly annuity
payment calculated for a specific period of time by the Administrative Committee
using a constant interest rate as defined in Article IV, Paragraph
(G).
8
(E) If
a
Participant shall die while in the service of an Employer the vesting provision
in Article VI shall not apply to such Participant’s Account. If a
Participant shall die after Termination of Service and prior to the time when
all amounts payable to him or her under the Plan have been paid to such
Participant, any remaining amounts payable to the Participant hereunder shall
be
payable to the estate of the Participant. The Administrative
Committee shall cause the Trustee or the treasurer of the Employer, as
applicable, to pay to the estate of the Participant all of the awards then
standing to his or her credit in a lump sum within sixty (60) days of the
Participant’s death.
(F) If
the
Plan is terminated pursuant to the provisions of Article X, the Compensation
Committee may, at its election and in its sole discretion, cause the Trustee
or
the treasurer of the Employer, as applicable, to pay to all Participants all
of
the awards then standing to their credit in the form of lump sum payments,
provided such distribution is in compliance with the requirements of Section
409A.
ARTICLE
VIII
Nature
of Plan
This
Plan
constitutes a mere promise by the Employers to make benefit payments in the
future and Participants have the status of general unsecured creditors of the
Employers. Further, the adoption of this Plan and any setting aside
of amounts by the Employers with which to discharge their obligations hereunder
shall not be deemed to create a trust; legal and equitable title to any funds
so
set aside shall remain in the Employers, and any recipient of benefits hereunder
shall have no security or other interest in such funds. Any and all
funds so set aside shall remain subject to the claims of the general creditors
of the Employers, present and future. This provision shall not require the
Employers to set aside any funds, but the Employers may set aside such funds
if
they choose to do so.
ARTICLE
IX
Funding
of Obligation
Article
VIII above to the contrary notwithstanding, the Employers may fund all or part
of their obligations hereunder by transferring assets to a domestic trust if
the
provisions of the trust agreement creating the Trust require the use of the
Trust’s assets to satisfy claims of an Employer’s general unsecured creditors in
the event of such Employer’s insolvency and provide that no Participant shall at
any time have a prior claim to such assets. Any transfers of assets to a trust
may be made by each Employer individually or by the Company on behalf of all
Employers. The assets of the Trust shall not be deemed to be assets
of this Plan.
9
ARTICLE
X
Amendment
or Termination of Plan
The
Compensation Committee shall have the power and right from time to time to
modify, amend, supplement, suspend or terminate the Plan as it applies to each
Employer, provided that no such change in the Plan may deprive a Participant
of
the amounts allocated to his or her Account or be retroactive in effect to
the
prejudice of any Participant and the interest rate applicable to amounts
credited to Participants’ Accounts for periods subsequent to Termination of
Service shall not be reduced below 6% per annum. Any such
modification, amendment, supplement suspension or termination shall be in
writing and signed by a member of the Compensation Committee.
ARTICLE
XI
General
Provisions
(A) No
Participant shall have any preference over the general creditors of an Employer
in the event of such Employer’s insolvency.
(B) Nothing
contained herein shall be construed to give any person the right to be retained
in the employ of an Employer or to interfere with the right of an Employer
to
terminate the employment of any person at any time.
(C) If
the
Administrative Committee receives evidence satisfactory to it that any person
entitled to receive a payment hereunder is, at the time the benefit is payable,
physically, mentally or legally incompetent to receive such payment and to
give
a valid receipt therefor, and that an individual or institution is then
maintaining or has custody of such person and that no guardian, committee or
other representative of the estate of such person has been duly appointed,
the
Administrative Committee may direct that such payment thereof be paid to such
individual or institution maintaining or having custody of such person, and
the
receipt of such individual or institution shall be valid and a complete
discharge for the payment of such benefit.
(D) Payments
to be made hereunder may, at the written request of the Participant, be made
to
a bank account designated by such Participant, provided that deposits to the
credit of such Participant in any bank or trust company shall be deemed payment
into his or her hands.
(E) Wherever
any words are used herein in the masculine, feminine or neuter gender, they
shall be construed as though they were also used in another gender in all cases
where they would so apply, and whenever any words are used herein in the
singular or plural form, they shall be construed as though they were also used
in the other form in all cases where they would so apply.
10
(F) THIS
PLAN
SHALL BE CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS EXCEPT
TO
THE EXTENT PREEMPTED BY FEDERAL LAW.
(G) It
is
intended that the provisions of this Plan satisfy the requirements of Section
409A and that the Plan be operated in a manner consistent with such requirements
to the extent applicable. Therefore, the Administrative Committee may
make adjustments to the Plan and may construe the provisions of the Plan in
accordance with the requirements of Section 409A.
ARTICLE
XII
Effective
Date
This
amendment and restatement of the Plan shall be effective from and after January1, 2008 and shall continue in force during subsequent years unless amended
or
revoked by action of the Compensation Committee.
HALLIBURTON
COMPANY
By: /s/
David J.
Lesar
11
APPENDIX
A
GRANDFATHERED
PLAN
The
Grandfathered Plan contains the provisions governing the deferrals of accounts
earned and vested by Participants on or before December 31,2004. This Appendix A preserves the material terms of the
Grandfathered Plan as in effect on December 31, 2004, and is intended to satisfy
the requirements of Section 409A as to grandfathered amounts. The
provisions of this Appendix A shall apply to, and be effective only with respect
to, the deferral of earned and vested amounts under the Grandfathered Plan
before January 1, 2005, and the amounts earned on such deferrals credited at
any
time. The Plan provides for separate accounting of such amounts
deferred, earned, and vested before January 1, 2005, and the interest credited
thereon.
No
amendment to the Plan shall be deemed to amend this Appendix A and the relevant
provisions of the Plan in effect prior to such amendment unless otherwise
specifically set forth therein. Pursuant to Section 1.409A-6(a)(4) of
the Treasury Regulations, a modification is material “if a benefit or right
existing as of October 3, 2004 is materially enhanced or a new material benefit
or right is added.”
The
provisions of the Plan applicable to the Grandfathered Plan Accounts shall
be
administered in a manner consistent with the Grandfathered Plan and Appendix
A. Wherever the Plan has added, changed, or otherwise altered any
terms of the Grandfathered Plan that were in effect on December 31, 2004, in
a
manner that would constitute a material modification, as described above, such
changes will be disregarded in the administration of the Grandfathered Plan
Accounts herein.
APPLICABLE
GRANDFATHERED PLAN TERMS
With
respect to amounts deferred prior to January 1, 2005, and the interest on such
amounts credited at any time, the following definitions and Articles in this
Appendix A shall be substituted for the corresponding definitions and Articles
of the Plan:
Termination
of Service: Severance from employment
with an Employer for any reason other than a transfer between
Employers.
ARTICLE
IV
Allocations
Under the Plan,
Participation
in the Plan and Selection for Awards
(A) Other
than the crediting of interest pursuant to Article IV, Paragraph (B) below,
there shall be no further allocations to any Participant under the Grandfathered
Plan.
(B) Interest
shall be credited on amounts allocated to Participants’ Grandfathered Plan
Accounts at the rate of 5% per annum for periods prior to Termination of Service
and at the rate of 10% per annum for periods subsequent to Termination of
Service.
12
ARTICLE
VI
Vesting
All
amounts, including interest, credited to a Participant’s Grandfathered Plan
Account shall be fully vested and not subject to forfeiture for any reason,
except as provided in Article V, regardless of the number of years of
participation in the Plan by such Participant.
ARTICLE
VII
Distribution
of Awards
(A) Upon
Termination of Service of a Participant the Administrative Committee (i) shall
certify to the Trustee or the treasurer of the Employer, as applicable, the
amount credited to the Participant’s Account on the books of each Employer for
which the Participant was employed at a time when he or she earned an award
hereunder, (ii) shall determine whether the payment of the amount credited
to
the Participant’s Account under the Plan is to be paid directly by the
applicable Employer, from the Trust Fund, if any, or by a combination of such
sources (except to the extent the provisions of the Trust Agreement if any,
specify payment from the Trust Fund) and (iii) shall determine and certify
to
the Trustee or the treasurer of the Employer, as applicable, the method of
payment of the amount credited to a Participant’s Account, selected by the
Administrative Committee from among the following alternatives:
(1) A
single lump sum payment upon Termination of Service;
(2) A
payment of one-half of the Participant’s balance upon Termination of Service,
with payment of the additional one-half to be made on or before the last day
of
a period of one year following Termination of Service; or
(3) Payment
in monthly installments over a period not to exceed ten years with such payments
to commence upon Termination of Service.
The
above
notwithstanding, if the total vested amount credited to the Participant’s
Grandfathered Plan Account upon Termination of Service is less than $50,000,
such amount shall always be paid in a single lump sum payment upon Termination
of Service.
(B) The
Trustee or the treasurer of the Employer, as applicable, shall thereafter make
payments of awards in the manner and at the times so designated, subject,
however, to all of the other terms and conditions of this Plan and the Trust
Agreement if any. This Plan shall be deemed to authorize the payment of all
or
any portion of a Participant’s award from the Trust Fund to the extent such
payment is required by the provisions of the Trust Agreement, if
any.
13
(C) Interest
on the second half of a payment under Paragraph (A)(2) above shall be paid
with
the final payment, while interest on payments under Paragraph (A)(3) above
may
be paid at each year end or may be paid as a part of a level monthly payment
computed by the Administrative Committee through the use of such methodologies
as the Administrative Committee shall select from time to time for such
purpose.
(D) If
a Participant shall die while in the service of an Employer, or after
Termination of Service and prior to the time when all amounts payable to him
or
her under the Plan have been paid to such Participant, any remaining amounts
payable to the Participant hereunder shall be payable to the estate of the
Participant. The Administrative Committee shall cause the Trustee or
the treasurer of the Employer, as applicable, to pay to the estate of the
Participant all of the awards then standing to his or her credit in a lump
sum
or in such other form of payment consistent with the alternative methods of
payment set forth above as the Administrative Committee shall determine after
considering such facts and circumstances relating to the Participant and his
or
her estate as it deems pertinent.
(E) If
the Plan is terminated pursuant to the provisions of Article X, the Compensation
Committee may, at its election and in its sole discretion, cause the Trustee
or
the treasurer of the Employer, as applicable, to pay to all Participants all
of
the awards then standing to their credit in the form of lump sum
payments.
14
Dates Referenced Herein and Documents Incorporated by Reference
