SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 7/27/12 American Axle & Mfg Holdings Inc 10-Q 6/30/12 58:13M |
Document/Exhibit Description Pages Size 1: 10-Q June 30, 2012 Form 10-Q HTML 610K 2: EX-10.37 American Axle & Manufacturing, Inc. Amended and HTML 141K Restated Supplemental Executive Retirement Program Plan Document 3: EX-31.1 Section 302 Certification of CEO HTML 25K 4: EX-31.2 Section 302 Certification of CFO HTML 24K 5: EX-32 Section 906 Certification of the CEO and CFO HTML 22K 37: R1 Document and Entity Information Document HTML 44K 28: R2 Condensed Consolidated Statements of Income HTML 80K 35: R3 Condensed Consolidated Statements of Comprehensive HTML 56K Income (Loss) 39: R4 Condensed Consolidated Balance Sheets HTML 141K 53: R5 Condensed Consolidated Balance Sheets HTML 21K Parenthetical 29: R6 Condensed Consolidated Statements of Cash Flows HTML 130K 34: R7 Organization and Basis of Presentation HTML 33K 25: R8 Restructuring Actions HTML 45K 17: R9 Inventories HTML 34K 54: R10 Long-Term Debt HTML 41K 41: R11 Fair Value HTML 86K 40: R12 Derivatives HTML 51K 45: R13 Employee Benefit Plans HTML 87K 46: R14 Product Warranties HTML 49K 44: R15 Income Taxes HTML 31K 47: R16 Earnings Per Share (Eps) HTML 81K 36: R17 Investment in Joint Ventures HTML 21K 38: R18 Contingencies HTML 24K 43: R19 Supplemental Guarantor Condensed Consolidating HTML 817K Financial Statements 58: R20 Restructuring Actions (Tables) HTML 44K 49: R21 Inventories (Tables) HTML 31K 31: R22 Long-Term Debt (Tables) HTML 40K 42: R23 Fair Value (Tables) HTML 79K 33: R24 Derivatives (Tables) HTML 41K 14: R25 Employee Benefit Plans (Tables) HTML 75K 50: R26 Product Warranties (Tables) HTML 47K 55: R27 Earnings Per Share (Tables) HTML 74K 21: R28 Supplemental Guarantor Condensed Consolidating HTML 820K Financial Statements (Tables) 20: R29 Restructuring Actions (Details) HTML 39K 23: R30 Effects on Future Earnings and Cash Flows HTML 19K Resulting from Exit Plan (Details) 24: R31 Inventories (Details) HTML 32K 26: R32 Long-Term Debt (Details) HTML 40K 13: R33 Fair Value of Assets and Liabilities Measured on a HTML 35K Recurring Basis (Details) 48: R34 Fair Value of Debt (Details) HTML 30K 30: R35 Derivatives (Details) HTML 30K 32: R36 Employee Benefit Plans Components of Net Periodic HTML 67K Benefit Cost (Credit) (Details) 16: R37 Product Warranties (Details) HTML 32K 57: R38 Income Taxes (Narrative) (Details) HTML 28K 12: R39 Earnings Per Share (Details) HTML 68K 27: R40 Investment in Joint Ventures (Details) HTML 23K 52: R41 Contingencies (Details) HTML 20K 15: R42 Supplemental Guarantor Condensed Consolidating HTML 126K Statements of Income (Details) 19: R43 Supplemental Guarantor Condensed Consolidating HTML 137K Balance Sheets (Details) 22: R44 Supplemental Guarantor Condensed Consolidating HTML 101K Statements of Cash Flows (Details) 56: XML IDEA XML File -- Filing Summary XML 81K 18: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.68M 6: EX-101.INS XBRL Instance -- axl-20120630 XML 3.58M 8: EX-101.CAL XBRL Calculations -- axl-20120630_cal XML 240K 9: EX-101.DEF XBRL Definitions -- axl-20120630_def XML 524K 10: EX-101.LAB XBRL Labels -- axl-20120630_lab XML 980K 11: EX-101.PRE XBRL Presentations -- axl-20120630_pre XML 604K 7: EX-101.SCH XBRL Schema -- axl-20120630 XSD 115K 51: ZIP XBRL Zipped Folder -- 0001062231-12-000039-xbrl Zip 196K
Exhibit 10.37 - AAM SERP 2012 |
Page | ||
ARTICLE I | INTRODUCTION | 1 |
1.1 | Purpose of Plan | 1 |
1.2 | Top Hat Pension Benefit Plan | 1 |
1.3 | Funding | 1 |
1.4 | Effective
Date | 1 |
ARTICLE II | DEFINITIONS | 2 |
2.1 | Actuarial Equivalent Value. | 2 |
2.2 | Average Monthly Base Salary | 2 |
2.3 | Average
Monthly Incentive Compensation | 3 |
2.4 | Average Total Direct Compensation | 3 |
2.5 | Base Salary | 3 |
2.6 | Board of Directors | 3 |
2.7 | Cash Balance Benefit | 3 |
2.8 | Cause | 4 |
2.9 | Code | 4 |
2.10 | Compensation
Committee | 4 |
2.11 | Corporation | 4 |
2.12 | Credited Service | 4 |
2.13 | Disability | 5 |
2.14 | Employee | 5 |
2.15 | ERISA | 6 |
2.16 | Final
Average Compensation | 7 |
2.17 | Frozen Benefit | 7 |
2.18 | Grandfathered Participant | 7 |
2.19 | Health Care Program | 7 |
2.20 | Joint and Survivor Annuity | 8 |
2.21 | Management
Benefits Committee | 8 |
2.22 | Non-Grandfathered Participant | 8 |
2.23 | Participant | 8 |
2.24 | Salaried Savings Plan | 8 |
2.25 | Salaried Retirement Plan | 8 |
2.26 | Specified
Employee | 9 |
2.27 | Spouse | 9 |
ARTICLE III | PARTICIPATION AND ELIGIBILITY | 9 |
3.1 | Participation | 9 |
3.2 | Eligibility
for Retirement Benefits | 9 |
3.3 | Eligibility for Pre-Retirement Surviving Spouse Benefits | 10 |
ARTICLE IV | BENEFITS | 11 |
4.1 | Current
Benefit Formula | 11 |
4.2 | Prior Benefit Formula | 11 |
4.3 | Time and Form of Payment of Benefits | 14 |
4.4 | Pre-Retirement Surviving Spouse Benefit | 16 |
4.5 | Terms, Conditions and Limitations | 16 |
ARTICLE
V | ADMINISTRATION | 17 |
5.1 | Management Benefits Committee | 17 |
5.2 | Administrator | 18 |
5.3 | Compensation | 18 |
5.4 | Agent for Service of Process | 18 |
5.5 | Indemnification | 19 |
ARTICLE
VI | CLAIMS PROCEDURE | 19 |
6.1 | Filing of Claim | 19 |
6.2 | Denial of Claim | 19 |
6.3 | Appeal | 20 |
6.4 | Review of Appeal | 20 |
6.5 | Decision
on Appeal | 21 |
ARTICLE VII | MISCELLANEOUS | 22 |
7.1 | No Contract of Employment | 22 |
7.2 | Non-Assignability of Benefits | 22 |
7.3 | Withholding | 22 |
7.4 | Amendment
and Termination | 22 |
7.5 | No Fiduciary Relationship Created | 23 |
7.6 | Unsecured General Creditor Status of Employee | 23 |
7.7 | Severability | 23 |
7.8 | Offset | 23 |
7.9 | Intent
to Comply with IRC Section 409A | 24 |
7.10 | Governing Laws | 24 |
7.11 | Binding Effect | 24 |
7.12 | Number and Gender | 24 |
7.13 | Headings | 24 |
7.14 | Entire
Agreement | 24 |
1.3 | Funding. |
1.4 | Effective Date. |
(a) | In the case of a benefit payable pursuant to the Salaried Retirement Plan, a benefit of equal value when computed on the basis of RP 2000 Unisex Mortality Table with white collar adjustments and projected improvements to 2020 using scale AA and interest rate assumption of 6.0%; and |
(b) | In
the case of a Cash Balance Benefit, the hypothetical value of the Participant’s Cash Balance Account under the Salaried Retirement Plan. |
2.2 | Average Monthly Base Salary. |
(a) | For
any month for which the Employee received Base Salary at less than his or her full monthly Base Salary rate, his or her full monthly Base Salary rate last received preceding such month shall be used for such month. |
(b) | For any month during which an Employee was on the hourly payroll and subsequent to which the Employee commenced service as a salaried Employee, his or her monthly Base Salary rate immediately following the commencement of such service as a salaried Employee shall be used for such month. |
2.3 | Average
Monthly Incentive Compensation. |
2.5 | Base Salary. |
2.8 | Cause. |
(a) | the willful and continued failure or refusal of the Employee to perform the duties reasonably required of him/her by the Corporation; |
(b) | the Employee’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) another crime involving dishonesty or moral turpitude or which reflects negatively upon the Corporation or otherwise impairs or impedes its operations; |
(c) | the
Employee's engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is injurious to the Corporation or any of its subsidiaries or affiliates; |
(d) | the Employee's material breach of (i) any non-competition or non-solicitation agreement with the Corporation or (ii) a written policy of the Corporation or any of its subsidiaries or affiliates; or |
(e) | any other willful misconduct by the Employee which is injurious to the financial condition or business reputation of the Corporation or any of its subsidiaries or affiliates. |
2.9 | Code. |
2.10 | Compensation
Committee. |
2.11 | Corporation. |
2.12 | Credited
Service. |
2.13 | Disability. |
2.14 | Employee. |
(a) | General Definition. “Employee” shall mean a regular employee of the Corporation compensated by salary or by commission who is (i) working in the United States, or (ii) a citizen of or domiciled in the United States and who has been or may hereafter be hired in the United States by the Corporation and who is sent out of the United States by the Corporation to work in foreign operations, and whose services, if discontinued, would be discontinued by recalling said employee to the United States and terminating his or her services in the United States and (iii) a nonresident alien receiving income from the Corporation’s United States payroll. |
(b) | Temporary,
Part-Time and Flexible Service Employees. The term “Employee” shall not include employees who are classified by the Corporation as (i) Temporary Employees, including per diem employees, (ii) Part-Time Employees, or (iii) Flexible Service Employees. |
(c) | Service with Controlled Group Members. An Employee’s service with non-domestic members of the Corporation’s controlled group (as defined in Code Section 414(b) and (c)) shall be counted for eligibility purposes but not for benefit accrual purposes. |
(d) | Leased
Employees. The term “Employee” shall not include any Leased Employee (within the meaning of Code Section 414(n)) or any individual classified as a Leased Employee by the Corporation. If a Leased Employee later becomes an Employee, service as a Leased Employee shall be counted under this Plan for eligibility purposes. |
(e) | Union Employees. The term “Employee” shall not include employees represented by a labor organization who are covered by a collective bargaining agreement so long as retirement benefits are the subject of good faith bargaining and so long as the collective bargaining agreement does not expressly provide for participation
in this Plan. |
(f) | Directors. The term “Employee” shall not include members of the Board of Directors of American Axle & Manufacturing Holdings, Inc., or of any committee appointed by such board, who are not regular employees of the Corporation. |
(g) | Independent Contractors. The term “Employee” shall not include an independent contractor or any individual classified
as an independent contractor by the Corporation regardless of any later classification or reclassification of any such individual as a common law employee of the Corporation. |
2.15 | ERISA. |
2.16 | Final
Average Compensation. |
2.17 | Frozen
Benefit. |
2.19 | Health Care Program. |
2.20 | Joint
and Survivor Annuity. |
2.21 | Management Benefits Committee. |
2.25 | Salaried
Retirement Plan. |
2.26 | Specified Employee. |
2.27 | Spouse. |
3.1 | Participation. |
(a) | Eligibility Criteria. To be eligible for a benefit under Section
IV of this Plan, an Employee must: |
(1) | Be defined as Unclassified, as such term is defined by the Corporation, and be an active employee of the Corporation or an affiliated entity on his or her date of death, retirement or commencement of his or her Disability; |
(2) | Be credited with 10 or more years of Credited Service; |
(3) | Have
attained age 55 at the time of his or her retirement, death or commencement of his or her Disability; and |
(4) | Not have been terminated by the Corporation for Cause. |
(b) | Non-Grandfathered Participant. A Non-Grandfathered Participant shall, upon meeting the requirements set forth in Section 3.1(a), be eligible for a benefit determined pursuant to Section 4.1. |
(c) | Grandfathered Participant. A Grandfathered Participant who continued in the employ of the Corporation
after December 31, 2011 shall, upon meeting the requirements of Section 3.1, be eligible for the greater of: |
(1) | his or her benefit determined pursuant to Section 4.1; |
(2) | his or her Frozen Benefit under the Basic Benefit formula determined pursuant to Section 4.2(a); or |
(3) | if
he or she shall have attained age 62 at the time of his or her retirement , death or commencement of his or her Disability, his or her Frozen Benefit under the Alternative Benefit formula determined pursuant to Section 4.2(c). |
3.3 | Eligibility for Pre-Retirement Surviving Spouse Benefits. |
(a) | The lump sum Actuarial Equivalent Value of his or her benefits payable pursuant the Salaried Retirement Plan including
the Cash Balance Benefit, and |
(b) | The Participant’s AAM Retirement Contribution Account established pursuant to Section 3.2(b) of the Salaried Savings Plan, plus the Participant’s Account established to credit any employer contributions made under the Salaried Savings Plan which replaces or supplements the AAM Retirement Contributions. The market value of a Participant’s Account(s) shall be determined as of the date of a Participant’s retirement, death or Disability and shall include earnings credited to such Account(s). |
(a) | Amount
of Basic Benefit. The Basic Benefit shall, subject to Section 4.2(b), be a monthly benefit equal to 2% of a Participant’s Average Monthly Base Salary (calculated as of December 31, 2011) multiplied by his or her years of Credited Service (calculated as of December 31, 2011), less the sum of: |
(1) | All monthly benefits payable to the eligible Employee under the Salaried Retirement Plan, including the Cash Balance Benefit, before reduction for any survivor option, plus |
(2) | 2%
of the eligible Employee's monthly age 65 primary Social Security benefit multiplied by his or her years of Credited Service. |
(i) | The monthly age 65 primary Social Security benefit will be determined and applied to the Basic Benefit formula at death or retirement, regardless of the Employee's age at death or retirement and regardless of the Employee's eligibility for Social Security
benefits. |
(ii) | The monthly age 65 primary Social Security benefit will be determined at death or retirement using the maximum monthly Social Security benefit amount payable at age 65 in the year the Employee retires or dies. |
(b) | Rules Applicable to Basic Benefits. |
(1) | At
age 62 and one month, for those retiring prior to age 62 with a Basic Benefit, the Basic Benefit will not be redetermined when Temporary Benefits or supplements under the Salaried Retirement Plan are reduced or eliminated. |
(2) | The "Special" benefit (Part B Medicare reimbursement) paid under the Health Care Plan will not be taken into account in determining any monthly benefit amount payable under Section 4.2(a). |
(3) | Post-retirement
increases under the Salaried Retirement Plan will not reduce any monthly benefit amount payable under this Section 4.2(a). |
(4) | The award or denial of a Social Security disability insurance benefit that affects the monthly amount of benefits payable under the Salaried Retirement Plan will be taken into account in determining any monthly benefit amount payable under Section 4.2(a). However, any subsequent modification of a Social Security disability insurance benefit will not be taken into account in determining the monthly benefit amount payable under Section 4.2(a). |
(c) | Amount
of Alternative Benefit. The Alternative Benefit shall, subject to Section 4.2(d), be a monthly benefit equal to 1.5% of a Participant’s Average Total Direct Compensation (calculated as of December 31, 2011), multiplied by his or her years of Credited Service (determined as of December 31, 2011), less the sum of: |
(1) | All monthly benefits determined under the terms of the Salaried Retirement Plan, including the Cash Balance Benefit, before reduction for any survivor option, plus |
(2) | 100%
of the maximum monthly age 65 primary Social Security benefit. |
(i) | Differing time periods over the last 10 years of employment with the Corporation may be used for the blended calculation of Average Monthly Base Salary and Average Monthly Incentive Compensation, both calculated as of December 31, 2011. |
(ii) | The
monthly age 65 primary Social Security benefit is the monthly age 65 primary Social Security benefit payable in the year of the Employee's death or retirement, regardless of the Employee's age at such time and regardless of the Employee's eligibility for Social Security benefits. |
(iii) | The monthly age 65 primary Social Security benefit will not be redetermined for any subsequent Social Security increase. |
(d) | Rules Applicable to
Alternative Benefits. |
(1) | Post-retirement increases under the Salaried Retirement Plan will not reduce any monthly benefit amount payable under Section 4.2(c). |
(2) | The "Special" benefit (Part B Medicare reimbursement) payable under the Health Care Program will not be taken into account in determining any monthly benefit amount payable under Section 4.2(c). |
(e) | Late
Retirement. If a participant remains employed after attaining age 65, the amount of benefit accrued in a calendar year will be the greater of (i) the benefit determined pursuant to Section 4 but without regard to this Section 4.2(e), or (ii) the accrued benefit at the end of the prior calendar year, actuarially increased to the end of the current calendar year, or, if earlier, to the date of retirement, death or disability. Actuarial increases for late retirement shall be calculated on the basis of the discount rate and a unisex version of the mortality table used to calculate the Plan’s obligations as disclosed in the Corporation’s audited financial statements for the year ended immediately prior to the year for which the actuarial increase is being calculated. |
4.3 | Time
and Form of Payment of Benefits. |
(a) | Lump Sum Payment. Payments to (i) Non-Grandfathered Participants pursuant to Section 4.1, and (ii) Grandfathered Participants entitled to benefits pursuant to Section 4.1, will be paid in a lump sum payment. The lump sum payment shall be made six months after the date of the Participant’s separation from service. If the Participant dies prior to the receipt of his or her benefits pursuant to Section 4.1, the Spouse will receive a death benefit equal to the amount payable to the Participant. The death benefit shall be payable in one lump sum as soon as practicable after the death of the Participant. If a Participant is not survived by
his Spouse, his or her benefits will be forfeited. No interest shall accrue on the lump sum payment for the six month period from the separation of service date to the payment distribution date. |
(b) | Annuity Payments to Grandfathered Participants. A Grandfathered Participant entitled to benefits pursuant to Section 4.2 shall have his or her benefits paid in an annuity form as follows: |
(1) | Commencement of
Benefits. Benefit payments shall commence as soon as practicable after an Employee separates from service with the Corporation (or a related entity); provided, however, that the portion of a Specified Employee's benefit that was not vested within the meaning of Code Section 409A on December 31, 2004, may not be paid to the Employee before the date which is six months after the date of separation from service. A Specified Employee’s annuity for the post-December 31, 2004 benefits shall commence at the beginning of the seventh month following his or her separation from service date and shall include applicable payments for the previous six months. Any portion of the benefit payments which are deferred for six months shall not be adjusted for interest. |
(2) | Single
Life Annuity. Except as provided in Section 4.3(b)(3), or Section 4.3(c), an Employee entitled to a Basic Benefit or an Alternative Benefit will receive his or her benefit in the form of a single life annuity for the Employee's lifetime. Notwithstanding the foregoing, benefits are paid in accordance with the Corporation’s payroll cycle for salaried employees and all payments are subject to the restrictions and risk of forfeiture under Section 4.5(a) and (b) and Section 7.6. |
(3) | Automatic Survivor Benefit. |
(A) | Basic
Benefit. An Employee entitled to a Basic Benefit or Alternative Benefit who has a Spouse who is otherwise eligible for survivor benefits under the Salaried Retirement Plan on the commencement date for benefits under this Plan, will receive his or her benefit determined in the form of a Joint and Survivor Annuity. |
(B) | Alternative Benefit. An Employee who (i) has attained age 62 or such earlier age specified in a special separation program, (ii) has been credited with 10 or more years of Credited Service, and (iii) on the date Alternative Benefits begin, has a Spouse who is otherwise eligible for survivor benefits under the Salaried Retirement Plan on
the commencement date for benefits under this Plan, will receive his or her benefit in the form of a Joint and Survivor Annuity. |
(C) | Loss of Spouse Due to Death or Divorce. If an Employee who is receiving a Joint and Survivor Annuity loses his or her Spouse due to death or divorce, the Employee’s Basic or Alternative Benefit, as applicable, will be recalculated on a prospective basis in the form of a single life annuity under Section 4.3(b)(2) assuming the Corporation is notified of such death or divorce within 90 days of such event. If the Employee subsequently remarries, no Joint and Survivor Annuity is permitted for the Employee and his or her new spouse. |
(c) | Exception
for Small Benefits. Notwithstanding anything in this Section 4.3 to the contrary, if, upon separation from service or at any subsequent date during the annuity payment period, the value of the Employee’s Plan benefit, when aggregated with the value of the Employee’s benefit under any other nonqualified non-elective defined benefit plan sponsored by the Corporation or its controlled group members, does not exceed the then annual limit set forth in Code Section 402(g)(1)(B) ($17,000 in 2012), the Employee’s benefits in all such non-elective defined benefit plans shall be terminated and liquidated in their entirety, in the form of a lump sum cash payment within 90 days following the Employee’s separation from service. |
4.4 | Pre-Retirement
Surviving Spouse Benefit. |
(a) | Current Benefit Formula. The pre-retirement surviving spouse benefit payable pursuant to Section 4.1 to an eligible Spouse shall be equal to the Participant’s benefit calculated pursuant to Section 4.1 and shall be payable in one lump sum payment as soon as administratively practicable following the Participant’s death. |
(b) | Prior Benefit Formula. The
pre-retirement surviving spouse benefit payable to the eligible spouse of a Grandfathered Participant pursuant to Sections 4.2(a) or (c) shall equal the amount that the Spouse would have been entitled to receive under the Joint and Survivor Annuity if the Employee had retired with an immediate Joint and Survivor Annuity on the day before his death. In the event that an Employee is eligible for both a Basic Benefit and an Alternative Benefit on his date of death, the Pre-Retirement Surviving Spouse Benefit will equal the Pre-Retirement Surviving Spouse Benefit based on the greater of the Employee's Basic Benefit or the Employee’s Alternative Benefit. |
4.5 | Terms and Conditions. |
(a) | Benefits
Not Guaranteed. Benefits payable under Article IV are not guaranteed and may be reduced or eliminated at any time, and from time to time, by the Compensation Committee, the Management Benefits Committee or the Board of Directors. No prior notice is required. |
(b) | Forfeiture Upon Termination For Cause. Notwithstanding any provision in the Plan to the contrary, an Employee whose employment is terminated for Cause shall forfeit all rights to benefits under the Plan. |
5.1 | Management Benefits Committee. |
(a) | Appointment and Removal of Management Benefits Committee. The Management Benefits Committee shall consist of three or more individuals appointed by, and
serving at the discretion of, the Compensation Committee. A member of the Management Benefits Committee may (i) resign upon 30 days written notice to the Compensation Committee, or (ii) be removed from the Management Benefits Committee at any time at the discretion of the Compensation Committee. |
(b) | Decisions by Management Benefits Committee. The Management Benefits Committee shall act by majority vote either at a meeting of the Management Benefits Committee or by written consent. Meetings may be attended telephonically. |
(c) | Authority. The
Management Benefits Committee shall have the following duties and authority under the Plan. |
(1) | Compliance. The Management Benefits Committee shall monitor the performance of the Plan to ensure that the Plan is administered in accordance with its terms and in compliance with applicable law or regulation. |
(2) | Discretionary Authority. The Management Benefits Committee shall have full
and exclusive discretionary authority to determine all questions arising in the administration, application and interpretation of the Plan including the authority to correct any defect or reconcile any inconsistency or ambiguity in the Plan and the authority to determine an Employee's or other individual’s eligibility to receive a benefit from the Plan and the amount of that benefit. The Management Benefits Committee shall determine all Claims appeals as set forth in Section 6.5 of this Plan and shall have the authority to determine all questions of fact relating to such an appeal. Any determination by the Management Benefits Committee pursuant to this Section 5.1(c)(2) or the Claims Procedure shall be binding and conclusive on all parties. |
(3) | Plan
Amendments. The Management Benefits Committee shall have the authority to make such Plan amendments as long as such amendments do not have a significant cost impact to the Corporation. |
(4) | Adoption of Plan. The Management Benefits Committee may provide for the adoption of the Plan by an affiliated employer pursuant to such terms and conditions as the Management Benefits Committee, in its discretion, may determine. The Management Benefits Committee shall have the right to remove an affiliated
employer as a Plan sponsor if, in its discretion, it deems such removal to be appropriate. |
(a) | Procedures
and Forms. Establish such administrative procedures and prepare, or cause to be prepared, such forms, as may be necessary or desirable for the proper administration of the Plan; |
(b) | Advisors. Retain the services of such consultants and advisors as may be appropriate to the administration of the Plan; |
(c) | Claims. Have the discretionary authority to determine
all claims filed pursuant to Section 6.2 of this Plan and shall have the authority to determine issues of fact relating to such claim; |
(d) | Payment of Benefits. Direct, or establish procedures for, the payment of benefits from the Plan; and |
(e) | Plan Records. Maintain, or cause to be maintained, all documents and records necessary or appropriate to the maintenance of the Plan. |
(b) | specific reference to pertinent Plan provisions on which the denial is based; |
(c) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is
necessary; |
(d) | an explanation of the Plan's claim review procedures and the time limits applicable to such procedures including a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; |
(e) | a statement of the claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review; and, if applicable in the case of a disability benefit; |
(f) | the specific rule, guideline, protocol or similar criterion (if any) that was relied on in making the benefit determination, or a statement that the rule, guideline, protocol or other similar criterion was relied on and will be provided to the claimant free of charge upon request; and |
(g) | if a disability claim, the identity
of the medical or vocational experts whose advice was obtained by the Plan Administrator in the process of deciding the claim, regardless of whether the advice was relied upon. |
(a) | the
specific reason or reasons for the adverse determination; |
(b) | specific references to pertinent Plan provisions on which the denial is based; |
(c) | statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; |
(d) | for
disability benefits, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion or a statement that such rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination and that a copy will be provided free of charge to the claimant upon request; and |
(e) | a statement of the claimant’s right to bring an action under ERISA Section 502(a) and for disability claims, the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available
is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency. |
7.1 | No Contract of Employment. |
7.2 | Non-Assignability of Benefits. |
7.3 | Withholding. |
7.4 | Amendment and Termination. |
(a) | Board of Directors. The Board of Directors shall have the right to amend, in whole or in part, any or all of the provisions of the Plan or to terminate the Plan at any time and without the
consent of any other party or person. |
(b) | Management Benefits Committee. The Management Benefits Committee shall have the right, at any time, without the consent of any other party or person, to modify or amend any or all of the provisions of the Plan, but only to the extent provided in Section 5.1(c). |
(c) | Limitations. Except
as provided in Section 4.5, no amendment or termination of this Plan shall impair the rights of an Employee to the extent earned as of the date of amendment or termination. For purposes of this Section 7.4, a Participant’s right to Plan benefits shall not be considered earned until such date as the Employee terminates employment and has begun receiving benefits under the Plan. |
7.5 | No Fiduciary Relationship Created. |
7.6 | Unsecured General Creditor Status of Employee. |
(a) | The payments to a Participant, his or her Beneficiary or any other distributee hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Corporation; no person shall have
nor acquire any interest in any such assets by virtue of the provisions of this Plan. |
(b) | The Corporation's obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that the Employee or other distributee acquires a right to receive payments from the Corporation under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Corporation; no such person shall have nor require any legal or equitable right, interest or claim in or to any property or assets of the Corporation. |
7.7 | Severability. |
7.8 | Offset. |
7.9 | Intent to Comply with IRC Section 409A. |
7.10 | Governing Laws. |
7.11 | Binding Effect. |
7.12 | Number and Gender. |
7.13 | Headings. |
7.14 | Entire
Agreement. |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
8/1/12 | ||||
Filed on: | 7/27/12 | 8-K | ||
For Period end: | 6/30/12 | |||
1/1/12 | ||||
12/31/11 | 10-K | |||
12/1/11 | 3 | |||
1/1/10 | 4 | |||
1/1/07 | ||||
12/31/06 | 10-K, 11-K | |||
12/31/04 | 10-K, 11-K, 5, 8-K | |||
3/1/94 | ||||
List all Filings |