Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 20± 96K
2: EX-3 Articles of Incorporation/Organization or By-Laws 7± 34K
10: EX-10.VIV Material Contract 5± 22K
3: EX-10.XII Material Contract 9± 34K
4: EX-10.XIII Material Contract 12± 46K
5: EX-10.XIV Material Contract 4± 19K
6: EX-10.XV Material Contract 4± 18K
7: EX-10.XVI Material Contract 4± 19K
8: EX-10.XVII Material Contract 5± 25K
9: EX-10.XVIII Material Contract 3± 14K
11: EX-10.XX Material Contract 7± 32K
12: EX-11 Statement re: Computation of Earnings Per Share 5± 29K
13: EX-13 Annual or Quarterly Report to Security Holders 5± 31K
14: EX-21 Subsidiaries of the Registrant 4± 19K
15: EX-23 Consent of Experts or Counsel 1 7K
16: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
EX-10.XIII — Material Contract
Amended November 6, 1995
RALSTON PURINA COMPANY
DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
--------------------------------------------
1. GENERAL PROVISIONS
1.1 PURPOSE OF PLAN
The purpose of the Plan is to enhance the profitability and value of the
Company for the benefit of its shareholders by providing a supplemental
retirement program to attract, retain and motivate a select group of key
employees who make important contributions to the success of the Company.
1.2 DEFINITIONS
(a) "Acquiring Person" means any person or group of Affiliates or
Associates who is or becomes the beneficial owner, directly or
indirectly, of shares representing 20% or more of the total votes of
the outstanding stock entitled to vote at a meeting of shareholders.
(b) "Affiliate" or "Associate" shall have the meanings set forth in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
(c) `Beneficial Owner'' shall mean a person who shall be deemed to have
acquired `beneficial ownership'' of, or to ``beneficially own'', any
securities:
(i.) which such person or any of such person's Affiliates or
Associates beneficially owns, directly or indirectly;
(ii.) which such person or any of such person's Affiliates or
Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering
of securities), or upon the exercise of currently exercisable
conversion or exchange rights, warrants or options, or otherwise;
provided, however, that a person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered
pursuant to a tender or exchange offer made by or on behalf of
such person or any of such person's Affiliates or Associates
until such tendered securities are accepted for purchase or
exchange; or (B) the right to vote pursuant to any agreement,
arrangement or understanding; provided, however, that a person
shall not be deemed the Beneficial Owner of, or to beneficially
own, any security if the agreement, arrangement or understanding
to vote such security (1) arises solely from a revocable proxy or
consent given to such person in response to a public proxy or
consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations promulgated under the
Exchange Act and (2) is not also then reportable on Schedule 13D
under the Exchange Act (or any comparable or successor report);
or
(iii.) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of such person's
Affiliates or Associates has any agreement, arrangement or
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understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona
fide public offering of securities) for the purpose of acquiring,
holding, voting or disposing of any securities of Company.
Notwithstanding anything in this definition of `Beneficial
Owner''to the contrary, the phrase ``then outstanding'', when
used with reference to a person's beneficial ownership of
securities of Company, shall mean the number of such securities
then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such
person would be deemed to own beneficially hereunder.
(d) "Beneficiary" means the person or persons (including legal entities)
who have been designated in accordance with Section 3.2 hereof to
receive benefits under this Plan following a Participant's death.
(e) "Change of Control" shall mean the time when (A) any Acquiring person,
either individually or together with such person's Affiliates or
Associates, shall have become the Beneficial Owner, directly or
indirectly, of more than 20% of the total votes of the outstanding
stock of Ralston Purina Company; (B) individuals who shall qualify as
Continuing Directors shall have ceased for any reason to constitute at
least a majority of the Board of Directors of Ralston Purina Company;
or (C) a majority of the individuals who shall qualify as Continuing
Directors shall approve a declaration that a Change of Control has
occurred.
(f) "Committee" means the Human Resources Committee of the Board of
Directors of Ralston Purina Company or any successor to such
Committee.
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(g) "Company" means Ralston Purina Company and its subsidiaries and
affiliates.
(h) "Compensation" means all or any part of any cash or other
consideration to be paid to an Employee for services rendered or to be
rendered to the Company.
(i) "Continuing Director" means any member of the Board of Directors of
Ralston Purina Company, while such person is a member of such Board,
who is not an Affiliate or Associate of an Acquiring Person or of any
such Acquiring Person's Affiliate or Associate and was a member of
such Board prior to the time when such Acquiring Person became an
Acquiring Person, and any successor of a Continuing Director, while
such successor is a member of such Board, who is not an Acquiring
Person or an Affiliate or Associate of an Acquiring Person or a
representative or nominee of an Acquiring Person or of any Affiliate
or Associate of such Acquiring Person and is recommended or elected to
succeed the Continuing Director by a majority of the Continuing
Directors.
(j) "Corporate Compensation Department" means the Corporate Compensation
Department of Ralston Purina Company or any successor department or
individual performing the same functions.
(k) "Date of Crediting" means, with respect to any Compensation deferred
pursuant to the Plan, the first day of November of the year during
which such Compensation would otherwise be paid to a Participant,
provided, however, with respect to the deferral of special, not
annual, bonuses which are not paid at the same time as annual bonuses
and which are deferred pursuant to the Plan, Date of Crediting shall
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mean the date on which such Compensation would otherwise be paid to a
Participant.
(l) "Employee" means any regular employee of the Company.
(m) "Market Value" means, in the case of any class or series of Stock, the
average of the closing prices of such class or series as reported by
the New York Stock Exchange - Composite Transactions during the ten
(10) trading days immediately preceding the date in question, or, if
the class or series of Stock is not quoted on such composite tape or
if such class or series is not listed on such exchange, on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which the class or
series of Stock is listed, or if the class or series is not listed on
any such exchange, the average of the closing bid quotations with
respect to a share of the class or series of Stock during the ten (10)
days immediately preceding the date in question on the NASDAQ Stock
Market National Market System or any system then in use, or if no such
quotations are available, the fair market value on the date in
question of a share of the class or series of Stock as determined by a
majority of the Continuing Directors in good faith.
(n) "Participant" means any Employee who participates in the Plan.
(o) "Plan" means the Deferred Compensation Plan for Key Employees, as
amended.
(p) `Plan Administrator'' means Wachovia Bank of North Carolina, N. A.
(q) "Retirement" means an Employee's voluntary or involuntary termination
of employment with the Company following attainment of age 55.
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(r) "Stock" means shares of the Company's common stock, par value $.10 per
share, which consists of shares of a class of common stock designated
as Ralston-Ralston Purina Group Common Stock ("RPG Stock") or any such
other security outstanding upon the reclassification or redesignation
of the Company's RPG Stock or any other outstanding class or series of
common stock, including, without limitation, any stock split-up, stock
dividend, creation of tracking stock, or other distributions of stock
in respect of stock, or any reverse stock split-up, or
recapitalization of the Company or any merger or consolidation of the
Company with any Affiliate, or any other transaction, whether or not
with or into or otherwise involving an Acquiring Person.
(s) "Termination for Cause" means a Participant's termination of
employment with the Company because the Participant willfully engaged
in gross misconduct; provided, however, that a "Termination for Cause"
shall not include a termination attributable to:
(i) poor work performance, bad judgment or negligence on the
part of the Participant; or
(ii) an act or omission reasonably believed by the Participant in
good faith to have been in or not opposed to the best interests
of his employer and reasonably believed by the Participant to be
lawful.
(t) "Year" means calendar year unless otherwise specified.
1.3 ELIGIBILITY AND PARTICIPATION
Any Employee who is entitled to Compensation, and who is permitted to
request the deferral of such Compensation by the Committee, is eligible to
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participate in the Plan. An eligible Employee becomes a Participant in
this Plan upon the effective date of an agreement executed by the parties
pursuant to Section 2.1(c).
1.4 APPROVAL OF DEFERRALS AND ADMINISTRATION OF THE PLAN
The Committee shall have full power and sole discretion to designate or
approve Employees eligible to participate in the Plan; to designate types
of Compensation which may be deferred; to approve or disapprove eligible
Employees' requests for deferral into or under any option; and to impose on
any deferral any terms and conditions in addition to those set forth in the
Plan.
The Plan Administrator shall administer the Plan and, in connection
therewith, shall have full power and sole discretion to construe and
interpret the Plan; to establish rules and regulations; to delegate
responsibilities to others to assist it in administering the Plan or
performing any responsibilities hereunder; and to perform all other acts it
believes reasonable and proper in connection with the administration of the
Plan.
1.5 POWER TO AMEND
The power to amend, modify or terminate this Plan at any time is reserved
to the Committee except that the Chief Executive Officer of the Company may
make amendments to resolve ambiguities, supply omissions and cure defects,
and may make any amendments deemed necessary or desirable to comply with
federal tax law or regulations to avoid loss of qualification or adverse
tax consequences, and any other amendments deemed necessary or desirable,
which shall be reported to the Committee. Notwithstanding the foregoing,
no amendment, modification or termination which would reasonably be
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considered to be adverse to a Participant or Beneficiary may apply to or
affect the terms of any deferral of Compensation prior to the effective
date of such amendment, modification or termination, without the consent of
the Participant or Beneficiary affected thereby.
2. DEFERRAL OPTIONS
2.1 TERMS AND CONDITIONS
(a) Deferral options available - The options for deferral of Compensation
--------------------------
offered under this Plan shall consist of the Equity Option, the
Variable Interest Option and such other options as the Committee may
from time to time determine. Prior to commencement of employment, or
with respect to existing Employees, on or before December 31 of the
Year prior to the Year in which any such Compensation will be earned,
an eligible Employee may request in writing that the Committee approve
a deferral either into or under any single deferral option provided
under this Plan, or any combination thereof. The Committee, in its
sole discretion, may permit amounts deferred by an eligible Employee
pursuant to any other deferred compensation program of the Company to
be converted into any deferral option provided under this Plan.
Participants in this Plan shall be permitted once each calendar year,
in such manner and at such time as may be determined by the Plan
Administrator, to transfer any amounts which have been deferred for at
least one year (other than Company Matching Deferrals, as hereinafter
defined) in an account credited with Stock equivalents (a "Stock
Equivalent Account') or a Deferred Cash Account established pursuant
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to the Variable Interest Option, as the case may be, to any other
account established pursuant to the Equity Option or the Variable
Interest Option. Company Matching Deferrals may not be transferred
from the Stock Equivalent Account to which they are originally
credited.
(b) Source of terms and conditions - Any deferral under the Plan shall be
------------------------------
subject to the provisions of the Plan, any other conditions imposed by
law, and the terms of any award of Compensation. Approval of a
deferral of Compensation shall in no event constitute a waiver by the
Company of any conditions to the receipt of such Compensation.
(c) Written agreement - Every deferral that is approved by the Committee
-----------------
shall be made pursuant to a written agreement signed by the
Participant and the Company. Any modifications or amendments to such
agreement shall also be in writing, signed by the parties. In the
event of any conflict or inconsistency between the terms of such
written agreement and the terms of the Plan, such written agreement
shall control.
2.2 EQUITY OPTION
(a) Stock equivalents - Upon approval of a deferral in the Equity Option,
-----------------
a `Stock Equivalent Account'' shall be established in the
Participant's name. Stock equivalents and fractions thereof shall be
credited to such Stock Equivalent Account in an amount determined by
dividing the amount of Compensation to be deferred in each such
account by the Market Value of the relevant Stock on the Date of
Crediting. Upon the occurrence of any stock split-up, stock dividend,
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issuance of any tracking stock, combination or reclassification with
respect to any outstanding series or class of Stock, or consolidation,
merger or sale of all or substantially all of the assets of the
Company, the number of Stock equivalents in each Stock Equivalent
Account shall, to the extent appropriate, be adjusted accordingly.
(b) Company Matching Deferral - The Chief Executive Officer may, in his or
-------------------------
her sole discretion, determine that the additional matching deferral
described in this subparagraph (b) shall be made with respect to
Participant deferrals in any specific fiscal year of the Company.
Absent such determination with respect to any such fiscal year
deferrals, no Participant shall be entitled to the additional matching
deferrals described herein. Upon such determination by the Chief
Executive Officer and upon a deferral into the Equity Option and the
associated crediting of Stock equivalents, to a Participant's
appropriate Stock Equivalent Account, the Company shall credit each
such Stock Equivalent Account, on the same Date of Crediting, with
additional Stock equivalents, equal to a percentage (as determined by
the Chief Executive Officer) of the Compensation being deferred at
that time into each such Stock Equivalent Account divided by the
Market Value of the relevant Stock on the Date of Crediting. Such
additionally credited Stock equivalents, and all dividend equivalents
associated therewith, are hereinafter referred to as "Company Matching
Deferrals".
A Company Matching Deferral shall not vest until a Participant has
been employed by the Company for a period of at least 5 years
following the relevant Date of Crediting with respect to such Company
Matching Deferral, and all non-vested Company Matching Deferrals shall
be forfeited upon a Participant's termination of employment with the
10
Company; provided, however, if a Participant's termination of
employment is by reason of Retirement, 20% of a Participant's
otherwise non-vested Company Matching Deferrals shall be deemed vested
for each full year of the Participant's employment with the Company
following deferral. Notwithstanding the above, all vested Company
Matching Deferrals shall also be forfeited upon a Participant's
Termination for Cause or voluntary termination of employment prior to
attaining age 55, unless, in the case of a voluntary termination, such
termination was previously approved by the Chief Executive Officer of
the Company.
In addition, if at any time within two years after a Participant's
termination of employment prior to age 55, the Committee determines
that the Participant has engaged in competition with the Company, the
Participant's right to the Company Matching Deferrals shall be
forfeited and the Participant shall promptly, upon written demand by
the Company, remit all Company Matching Deferrals paid to him or her
upon termination to the Company. The determination that a Participant
is engaging in competition with the Company shall be made by the
Committee in its sole and absolute discretion. In exercising its
discretion, the Committee shall consider, among other factors, the
nature of the competitive activity, the potential harm to the Company
which may result from the competitive activity, the Participant's
ability to find non-competitive employment and the Participant's
financial need. Upon request, the Committee shall advise a
Participant whether it deems an activity in which the Participant
proposes to engage to be a competitive activity.
Notwithstanding the above, however, upon a Change of Control there
will be no forfeiting of Company Matching Deferrals in the event of a
Participant's engaging in competition with the Company.
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(c) Time of crediting - Deferrals in Stock equivalents shall be credited
-----------------
to a Participant's Stock Equivalent Account or Accounts on the Date of
Crediting.
(d) Dividend Equivalents - To the extent dividends on any class or series
--------------------
of outstanding Stock are paid, dividend equivalents and fractions
thereof shall be calculated with respect to balances of such Stock
equivalents in any Stock Equivalent Account, converted to additional
equivalents of such Stock and credited to the appropriate Stock
Equivalent Account as of the dividend payment dates. The number of
Stock equivalents to be credited as of each such date shall be
determined by dividing the amount of the dividend equivalent by the
Market Value of the relevant Stock on the dividend payment date. The
Participant's Stock Equivalent Account or Accounts shall continue to
earn such dividend equivalents until fully distributed if distributed
in Stock, otherwise such dividend equivalents shall be earned only
until the time of a Participant's Retirement or other termination or
the effective date of the commencement of total and permanent
disability. At the discretion of the Committee, dividend equivalents
may be credited in cash to a Deferred Cash Account established or
existing for the Participant under the "Variable Interest Option",
described in Section 2.3 hereof, instead of converting them to
additional Stock equivalents.
(e) Other conditions of award - Deferrals in the Equity Option are "Other
-------------------------
Stock Awards" under the Ralston Purina Company Incentive Stock Plan
and are subject to the provisions of that plan in addition to the
terms of this Plan.
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(f) Form of distribution - Distributions under this option, including
--------------------
distributions of Company Matching Deferrals, shall be in the form of
Stock with cash for any fractional shares, unless the Committee in its
discretion changes the form of distribution to all cash or any other
combination of any class or series of Stock and/or cash; provided,
however, that any distribution by a trust established pursuant to
Section 3.1 hereof shall be in the form of cash. Notwithstanding the
above, any distributions to officers of the Company that file periodic
reports pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended, shall be in the form of cash. The amount of cash to
be distributed shall be the number of whole Stock equivalents in each
Stock Equivalent Account multiplied by the Market Value of the
relevant class or series of Stock on the date of the Participant's
Retirement or other termination or the effective date of the
determination of total and permanent disability with interest
accruing, at the rate described in Section 2.3(a) hereof, from such
date of Retirement, other termination or determination of disability
until the time of distribution.
(g) Time of distribution to Participant - Subject to the provisions of
-----------------------------------
Section 3.4, all amounts due to the Participant under the Equity
Option shall be payable on the 60th day following the Participant's
Retirement or other termination. Distributions to Participants found
to be totally and permanently disabled shall be on the 60th day
following the determination of such disability. No amounts shall be
payable to a Participant prior to such Participant's Retirement, other
termination or total and permanent disability. Notwithstanding the
foregoing, in the event Ralston Purina Company is in default of its
funding obligations under the Trust Agreement dated as of September
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15, 1994, between Ralston Purina Company and Wachovia Bank of North
Carolina, N. A., as amended, and it fails to cure such default in a
timely manner as provided under such Trust Agreement, the Plan
Administrator shall, as soon as practicable, pay to each Participant
or Beneficiary all amounts credited to the Stock Equivalent Account of
each Plan Participant or Beneficiary, except to the extent such
individual elects, before the date such payments are made, to continue
to defer receipt of such payment.
(h) Distribution upon death - In the event of the Participant's death, all
-----------------------
amounts due under this Option shall be paid to the Beneficiary; but if
none is designated then benefits shall be paid to Participant's estate
or as provided by law. Distribution in full shall be made on the 60th
day following the Participant's death.
(i) Change of Control - Upon a Change of Control, deferrals into the
-----------------
Equity Option will no longer be permitted and each Stock Equivalent
Account shall be immediately converted into a Deferred Cash Account
established pursuant to Section 2.3(a) hereof. The amount of cash to
be credited to each such Deferred Cash Account shall be equal to the
number of whole and/or fractional Stock equivalents in each Stock
Equivalent Account multiplied by the Market Value of the relevant
class or series of Stock as of the Change in Control. Each
Participant whose Stock Equivalent Account is hereby converted to a
Deferred Cash Account shall have the right, at his or her sole
discretion, to convert such Deferred Cash Account into any other
deferral option which may thereafter be established pursuant to the
Plan or any other deferred compensation plan established by the
Company or any successor.
2.3 VARIABLE INTEREST OPTION
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(a) Interest equivalents - Upon approval of a deferral in the Variable
--------------------
Interest Option, a "Deferred Cash Account" shall be established in the
Participant's name. The amount of Compensation being deferred under
this option will be credited to this account on or before the Date of
Crediting. Interest equivalents on amounts deferred under this option
shall be calculated annually as of October 31 of each year for the
period from the Date of Crediting until October 31, or, if such period
is greater than one year, for the one-year period commencing with the
previous November 1. Such equivalents shall be based on the average
of the daily close of business prime rates for the 365 days of such
year, with respect to amounts credited prior to such year, or, with
respect to amounts credited during such year, for the number of days
from the Date of Crediting. The daily close of business rates shall
be as established by Morgan Guaranty Trust Company of New York or such
other bank as may be designated by the Committee. At distribution,
interest equivalents shall similarly be calculated on amounts in the
Deferred Cash Account based on average daily prime rates from the
preceding November 1, or, if later, the Date of Crediting, through the
date of distribution, and added to the total to be distributed. The
crediting of interest equivalents to the Participant's Deferred Cash
Account shall continue until the balance in such account is fully
distributed.
(b) Time of crediting - The interest equivalent calculated each October 31
-----------------
shall be credited to a Participant's Deferred Cash Account on November
1 of that Year. Prior to distribution to a Participant pursuant to
Section 2.3(d) hereof, interest equivalents calculated as described
above shall be credited to such Participant's Deferred Cash Account.
15
(c) Form of distribution - Distribution under this option shall be in
--------------------
cash; provided, however, that prior to a Change in Control, the
Committee in its discretion may, other than with respect to the
officers referred to in Section 2.2(d) hereof, change the form to any
class or series of Stock or a combination of cash and any class or
series of Stock.
(d) Time of distribution to Participant - All amounts due to the
-----------------------------------
Participant under the Variable Interest Option shall be payable on the
60th day following the Participant's Retirement or other termination.
Distributions to Participants found to be totally and permanently
disabled shall be on the 60th day following the determination of such
disability. No amounts shall be payable to a Participant prior to
such Participant's Retirement, other termination or total and
permanent disability. Notwithstanding the foregoing, in the event
Ralston Purina Company is in default of its funding obligations under
the Trust Agreement dated as of September 15, 1994, between Ralston
Purina Company and Wachovia Bank of North Carolina, N. A., as amended,
and it fails to cure such default in a timely manner as provided under
such Trust Agreement, the Plan Administrator shall, as soon as
practicable, pay to each Participant or Beneficiary all amounts
credited to the Stock Equivalent Account of each Plan Participant or
Beneficiary, except to the extent such individual elects, before the
date such payments are made, to continue to defer receipt of such
payment.
(e) Distribution upon death - In the event of the Participant's death, all
-----------------------
amounts due under this Option shall be paid to the Beneficiary; but if
none is designated then benefits shall be paid to Participant's estate
16
or as provided by law. Distribution in full shall be made on the 60th
day following the Participant's death.
3. OTHER GOVERNING PROVISIONS
3.1 COMPANY'S OBLIGATIONS UNFUNDED
All benefits due a Participant or a Beneficiary under this Plan are
unfunded and unsecured and are payable out of the general funds of the
Company. If a ``rantor trust'' is established for the payment of benefits
and obligations hereunder, the assets of such trust shall be at all times
subject to the claims of creditors of the Company as provided for in such
trust. The establishment of such trust shall not alter the
characterization of the Plan as an "unfunded plan" for purposes of the
Employee Retirement Income Security Act, as amended. Such trust shall make
distributions in accordance with the terms of the Plan.
3.2 BENEFICIARY DESIGNATION
A Participant may file with the Corporate Compensation Department a written
designation of a Beneficiary or beneficiaries (subject to such limitations
as to the classes and number of beneficiaries and contingent beneficiaries
as the Plan Administrator may from time to time prescribe) to receive,
following the death of the Participant, benefits payable under any option
of the Plan. The Plan Administrator reserves the right to review and
approve Beneficiary designations. A Participant may from time to time
revoke or change any such designation of Beneficiary and any designation of
Beneficiary under the Plan shall be controlling over any other disposition,
testamentary or otherwise; provided, however, that if the Plan
17
Administrator shall be in doubt as to the right of any such Beneficiary to
receive any benefits under the Plan, the Plan Administrator may determine
to recognize only the rights of the legal representative of the
Participant, in which case the Company, the Plan Administrator and the
members thereof shall not be under any further liability to anyone.
3.3 HARDSHIP WITHDRAWALS
The Plan Administrator in its sole and absolute discretion may permit
withdrawal by a Participant of any amount from his accounts if the Plan
Administrator determines, in its discretion, that such funds are needed due
to serious and immediate financial hardship from an unforeseeable
emergency. Serious and immediate financial hardship to the Participant
must result from a sudden and unexpected illness or accident of the
Participant or a dependent, loss of property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising from events
beyond the control of the Participant. A distribution based
upon such financial hardship cannot exceed the amount necessary to meet
such immediate financial need. In addition, the Plan Administrator may
impose suspensions or other penalties as a condition to such withdrawals.
3.4 CLAIM PROCEDURE
Each Participant or Beneficiary who believes his claim for benefits has
been wholly or partially denied shall have the right to request the Plan
Administrator or its delegee to review such denial. A request for review
shall be filed by the Participant or Beneficiary or duly authorized
representative on or before the sixtieth (60th) day following the
Participant or Beneficiary's receipt of notice of denial of his claim. The
Participant of Beneficiary shall have the right to review pertinent
documents and submit issues and comments in writing in connection with the
18
request for review. The Plan Administrator or its delegee shall issue a
written statement on or before the sixtieth (60th) day following its
receipt of such request stating the Plan Administrator or its delegee's
decision on review and the reasons therefor, including specific references
to pertinent Plan provisions on which the decision is based, and any other
information required by applicable law. If special circumstances require
additional time for processing such review, the Plan Administrator or its
delegee may extend the period for an additional sixty (60) days provided
that the Participant or Beneficiary is notified of such circumstances. If
the decision is not issued within the prescribed period, the appeal shall
be deemed denied. No Participant or Beneficiary shall have recourse to
courts of law until the administrative review process set forth herein has
been completed.
3.5 TRANSFERABILITY OF BENEFITS
The right to receive payment of benefits under this Plan shall not be
transferred, assigned or pledged except by Beneficiary designation, will or
pursuant to the laws of descent and distribution.
3.6 ADDRESS OF PARTICIPANT OR BENEFICIARY
A Participant shall keep the Company apprised of his current address and
that of any Beneficiary at all times during participation in the Plan. At
the death of a Participant, a Beneficiary who is entitled to receive
payment of benefits under the Plan shall keep the Company apprised of his
current address until the entire amount to be distributed has been paid.
3.7 TAXES
19
Any taxes required to be withheld under applicable federal, state or local
tax laws or regulations may be withheld from any payment due hereunder.
3.8 GENDER
The use of masculine pronouns herein shall be deemed to include both males
and females.
i:\benefits\executive\dcpke3.doc\car
Dates Referenced Herein and Documents Incorporated by Reference
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