Exhibit 10.9
LOCKHEED MARTIN
CORPORATION
SUPPLEMENTAL SAVINGS
PLAN
(Amended and Restated as of
December 31, 2008)
ARTICLE I
PURPOSES OF THE
PLAN
The purposes of the Lockheed Martin
Corporation Supplemental Savings Plan (the “Supplemental
Savings Plan”) are to provide certain key management
employees of Lockheed Martin Corporation and its subsidiaries (the
“Company”) the opportunity to defer compensation that
cannot be contributed under the Lockheed Martin Salaried
Corporation Savings Plan (the “Qualified Savings Plan”)
because of the limitations of Code section 401(a)(17), 402(g), or
415(c)(1)(A), and to provide those employees with matching credits
equal to the matching contributions that would have been made by
the Company on their behalf under the Qualified Savings Plan if the
amounts deferred had been contributed to the Qualified Savings
Plan.
The Plan was amended and restated,
effective January 1, 2005, in order to comply with the
requirements of Code section 409A. The 2005 amendment and
restatement of the Plan, as further amended and restated from time
to time, applies only to the portion of a Participant’s
Account Balance (and any earnings or losses attributable to those
amounts) that is deferred or becomes vested on or after
January 1, 2005. The portion of a Participant’s Account
Balance that was deferred and vested prior to January 1, 2005
(and any earnings or losses attributable to those amounts) shall be
governed by the terms of the Plan in effect on December 31,
2004, which is attached hereto as Appendix A.
Since 2005, the Plan has been
amended and restated from time to time to provide for the treatment
of Roth 401(k) contributions, to make installment distribution
options consistent amount the nonqualified plans sponsored by the
Company, and to make other administrative clarifications. The Plan
is hereby amended and restated, effective December 31, 2008,
to clarify additional provisions in accordance with the final
Treasury regulations issued under Code section 409A and to make
other administrative clarifications.
ARTICLE II
DEFINITIONS
Unless the context indicates
otherwise, the following words and phrases shall have the meanings
hereinafter indicated:
1. ACCOUNT — The bookkeeping
account maintained by the Company for each Participant which is
credited with the Participant’s Deferred Compensation,
Matching Credits, and earnings (or losses) attributable to the
Investment Options selected by the Participant, and which is
debited to reflect distributions. The portions of a
Participant’s Account allocated to different Investment
Options will be accounted for separately.
2. ACCOUNT BALANCE — The total
amount credited to a Participant’s Account at any time,
including the portions of the Account allocated to each Investment
Option.
3. BENEFICIARY — The person or
persons designated by the Participant as his or her beneficiary
under the Qualified Savings Plan.
4. BOARD — The Board of
Directors of Lockheed Martin Corporation.
5. CODE — The Internal Revenue
Code of 1986, as amended.
6. COMMITTEE — The committee
described in Section 1 of Article IX.
7. COMPANY — Lockheed Martin
Corporation and its subsidiaries.
8. COMPANY STOCK INVESTMENT OPTION
— The Investment Option under which the Participant’s
Account is credited as if invested under the investment option in
the Qualified Savings Plan for the common stock of the
Company.
9. COMPENSATION — An
employee’s base salary from the Company, as defined in the
Qualified Savings Plan.
10. DEFERRAL AGREEMENT — The
written agreement executed by an Eligible Employee on the form
provided by the Company under which the Eligible Employee elects to
defer Compensation for a Year.
11. DEFERRED COMPENSATION —
The amount of Compensation deferred and credited to a
Participant’s Account under the Supplemental Savings Plan for
a Year.
12. ELIGIBLE EMPLOYEE — A
salaried employee who is eligible to participate in the Qualified
Savings Plan as of the thirtieth (30th) day preceding the last
day on which a Deferral Agreement may be made for a Year, and whose
annual rate of Compensation equals or exceeds $150,000 as of
November 1 of the Year preceding the Year for which a Deferral
Agreement is to take effect, and who satisfies such additional
requirements for participation in
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this Supplemental Savings Plan as the Committee
may from time to time establish. In the exercise of its authority
under this provision, the Committee shall limit participation in
the Plan to employees whom the Committee believes to be a select
group of management or highly compensated employees within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974, as amended.
13. EXCHANGE ACT — The
Securities Exchange Act of 1934.
14. INVESTMENT OPTION — A
measure of investment return pursuant to which Deferred
Compensation credited to a Participant’s Account shall be
further credited with earnings (or losses). The Investment Options
available under this Supplemental Savings Plan shall correspond to
the investment options available under the Qualified Savings Plan
(other than the ESOP Fund or the Self-Managed Account, which are
not available under this Plan).
15. MATCHING CREDIT — Any
amount credited to a Participant’s Account under Article
IV.
16. PARTICIPANT — An Eligible
Employee for whom Compensation has been deferred under this
Supplemental Savings Plan; the term shall include a former employee
whose Account Balance has not been fully distributed.
17. QUALIFIED SAVINGS PLAN —
The Lockheed Martin Corporation Salaried Savings Plan or any
successor plan.
18. SECTION 16 PERSON — A
Participant who at the relevant time is subject to the reporting
and short-swing liability provisions of Section 16 of the
Exchange Act.
19. SUBSIDIARY — As to any
person, any corporation, association, partnership, joint venture or
other business entity of which 50% or more of the voting stock or
other equity interests (in the case of entities other than
corporation), is owned or controlled (directly or indirectly) by
that entity, or by one or more of the Subsidiaries of that entity,
or by a combination thereof.
20. SUPPLEMENTAL SAVINGS PLAN
— The Lockheed Martin Corporation Supplemental Savings Plan,
which was originally adopted by the Board of Directors of Lockheed
Corporation, effective January 1, 1984, as the Lockheed
Corporation Supplemental Savings Plan, and which was amended and
restated (and re-named) pursuant to action of the Board on
July 25, 1996, and as further amended from time to
time.
21. YEAR — The calendar
year.
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ARTICLE III
ELECTION OF DEFERRED
AMOUNT
1. Timing of Deferral
Elections . An Eligible Employee may elect to defer
Compensation for a Year by executing and delivering to the Company
a Deferral Agreement by the deadline established by the Committee
or its delegate (no later than the end of the preceding Year). An
Eligible Employee’s Deferral Agreement shall be irrevocable
when delivered to the Company and shall remain irrevocably in
effect for all succeeding Years, except that the Deferral Agreement
may be modified or revoked with respect to any succeeding year by
the Eligible Employee’s execution and delivery to the Company
of a new or modified Deferral Agreement by the deadline established
by the Committee or its delegate (no later than the end of the
preceding Year).
2. Amount of Deferred
Compensation . Unless an Eligible Employee elects to make no
deferral for a Year, the Eligible Employee’s Deferred
Compensation for a Year shall equal (i) his or her
Compensation from the time when his or her Deferral Agreement takes
effect during the Year (as elected under Section 3 of this
Article III) until the last day of the Year, multiplied by
(ii) the percentage of Compensation that the Eligible Employee
has elected to contribute to the Qualified Savings Plan (whether in
the form of pre-tax salary reduction contributions, Roth 401(k)
contributions, after-tax contributions, or a combination thereof)
for that Year. An Eligible Employee who has elected to make a
deferral for a Year under this Supplemental Savings Plan shall be
precluded from modifying his or her rate of contributions to the
Qualified Savings Plan for that Year after the date on which his or
her Deferral Agreement for that Year (including any continuing
Deferral Agreement) has become irrevocable under Section 1 of
this Article III.
3. Time when Deferral Agreement
Takes Effect . The Eligible Employee may elect to have his or
her Deferral Agreement take effect after the occurrence of either
of the following triggering events:
(a) the Eligible Employee’s
pre-tax salary reduction contributions and/or Roth 401(k)
contributions, if applicable, under the Qualified Savings Plan for
the Year equal the applicable limit under Code section 402(g),
or
(b) the Compensation paid to the
Eligible Employee for the Year equals the applicable compensation
limit under Code section 401(a)(17), or, if earlier, the annual
additions (within the meaning of Code section 415(c)(2)) of the
Eligible Employee for the Year under the Qualified Savings Plan and
any other plan maintained by the Company equal the applicable limit
under Code section 415(c)(1)(A).
An Eligible Employee’s
Deferral Agreement shall first take effect and apply to that
portion of Compensation earned by the Eligible Employee for a
particular payroll period that exceeds the amount at which, or with
respect to which, the triggering event occurs.
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ARTICLE IV
MATCHING CREDITS
The Company shall credit to the
Account of a Participant as Matching Credits the same percentage of
the Participant’s Deferred Compensation as it would have
contributed as matching contributions to the Qualified Savings Plan
if the amount of the Participant’s Deferred Compensation had
been contributed as pre-tax salary reduction, Roth 401(k), or
after-tax contributions to the Qualified Savings Plan.
ARTICLE V
CREDITING OF
ACCOUNTS
1. Crediting of Deferred
Compensation . Deferred Compensation shall be credited to a
Participant’s Account as of the day on which such amount
would have been credited to the Participant’s account under
the Qualified Savings Plan if the Participant’s Deferred
Compensation had been contributed as pre-tax salary reduction or
after-tax contributions to the Qualified Savings Plan.
2. Crediting of Matching
Credits . Matching Credits shall be credited to a
Participant’s Account as of the day on which the Deferred
Compensation to which they relate are credited under
Section 1.
3. Crediting of Earnings .
Earnings (or losses) shall be credited to a Participant’s
Account based on the Investment Option or Options to which his or
her Account has been allocated, beginning with the day as of which
any amounts (or any reallocation of amounts) are credited to the
Participant’s Account. Any amount distributed from a
Participant’s Account shall be credited with earnings (or
losses) through the date that is four (4) business days before
the date on which the distribution is made. The manner in which
earnings (or losses) are credited under each of the Investment
Options shall be determined in the same manner as under the
Qualified Savings Plan.
4. Selection of Investment
Options . A Participant may elect to allocate his or her
Account among the Investment Options available under the Qualified
Savings Plan (other than the options designated as the ESOP Fund or
the Self Managed Account). The procedures for directing allocation
and reallocations among the Investment Options in the Supplemental
Savings Plan (including the procedures relating to timing,
frequency, amount, and the investment of Matching Credits) shall be
the same as the procedures for making allocations under the
Qualified Savings Plan. In the event a Participant does not make an
investment allocation for the Supplemental Savings Plan, his
elections will be deemed to be the elections made by the
Participant in the Qualified Savings Plan (except that an election
for the ESOP Fund or the Self Managed Account shall be
disregarded).
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ARTICLE VI
PAYMENT OF
BENEFITS
1. General . The
Company’s liability to pay benefits to a Participant or
Beneficiary under this Supplemental Savings Plan shall be measured
by and shall in no event exceed the Participant’s Account
Balance, which shall be fully vested and nonforfeitable at all
times. All benefit payments shall be made in cash and, except as
otherwise provided, shall reduce allocations to the Investment
Options in the same proportions that the Participant’s
Account Balance is allocated among those Investment
Options.
2. Commencement of Payment .
The payment of benefits to a Participant shall commence as soon as
administratively feasible (but no more than 90 days) following the
Participant’s termination of employment with the Company.
Notwithstanding the foregoing, benefits paid under this Plan to a
Participant who is reasonably determined by the Company to be a
“specified employee” within the meaning of Code section
409A(2)(B)(i), shall not commence before six (6) months
following the month in which the Participant terminates employment.
No payment shall commence or be made under this Section 2
unless the Participant’s termination of employment
constitutes a “separation from service” under Code
section 409A(a)(2)(a)(i).
3. Form of Payment . At the
time an Eligible Employee first completes a Deferral Agreement, he
or she shall irrevocably elect the form of payment of his or her
Account Balance from among the following options:
(a) A lump sum.
(b) Annual payments, as designated
by the Participant (i) for a period of 5, 10, 15, or 20 years
for distributions commencing prior to January 1, 2008, or
(ii) for a period not to exceed 20 years (or 20 annual
payments) for distributions commencing on or after January 1,
2008. The amount of each annual payment shall be determined by
dividing the Participant’s Account Balance on the date such
payment is processed by the number of years remaining in the
designated installment period.
Such election shall be made in
writing in the form and manner designated by the Company.
Notwithstanding the foregoing, if the Account Balance of a
Participant who is entitled to begin payment equals $10,000 or
less, the Participant’s Account Balance shall be paid in a
single lump sum payment in full discharge of all liabilities with
respect to such benefits.
4. Prospective Change of Payment
Election .
(a) A Participant may modify his or
her payment election at the time the Participant enters into a
Deferral Agreement for a Year. Any such modification shall apply to
all amounts credited to the Participant’s Account under this
Supplemental Savings Plan.
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(b) In the event a Participant does
not make a valid election with respect to the form of benefit, the
Participant will be deemed to have elected that payment of benefits
be made in a lump sum.
(c) A Participant’s election
(including a “deemed election” in accordance with the
preceding paragraph) shall remain in effect unless and until such
election is modified by a subsequent election in accordance with
(d) below.
(d) Notwithstanding anything to the
contrary in this Article VI, a Participant may make a new election
with respect to the commencement of payment and form of payment. A
new election under this section shall be made by executing and
delivering to the Company an election in such form as prescribed by
the Company. To constitute a valid election by a Participant making
a prospective change to a previous election, (i) the
prospective election must be executed and delivered to the Company
at least twelve (12) months before the Participant’s
termination of employment, and (ii) the first payment must be
delayed by at least sixty (60) months from the date the first
payment would be due under the Participant’s previous
election, and (iii) such change in election shall not be given
effect until twelve 12 months from the date that the change in
election is delivered to the Company. In the event an election
fails to satisfy the provisions set forth in this paragraph, such
election shall be void and, if such an election is void, payment
shall be made in accordance with the most recent election which was
valid.
(e) Notwithstanding the above, for
periods prior to January 1, 2009, (or such later date as may
be provided by the Internal Revenue Service in guidance of general
applicability), the Senior Vice President, Human Resources may
provide alternative rules for elections with respect to the
commencement of payment and form of payment that conform to the
rules provided in Notice 2005-1, and subsequent Internal Revenue
Service guidance providing transition relief under Code section
409A.
5. Death Benefits . Upon the
death of a Participant before a complete distribution of his or her
Account Balance, the Account Balance will be paid to the
Participant’s Beneficiary in an immediate lump
sum.
6. Acceleration Upon Conflict of
Interest . Notwithstanding a Participant’s form of
payment election under Section 3 of this Article VI, if
following a Participant’s termination of employment with the
Company, the Participant takes a position (or accepts a position)
with a governmental entity, agency, or instrumentality and that
employer has determined or indicated that the Participant’s
continued participation in the Plan may constitute a conflict of
interest precluding the Participant from continuing in his position
(or from accepting an offered position) with that employer or
subjecting the Participant to penalty, sanction, or otherwise
limiting the Participant’s responsibilities for that
employer, then the Participant’s Account Balance shall be
distributed to him or her in a lump sum as soon as practical
following the later of (i) the date on which the Participant
commences employment with the government employer; or (ii) the
date on which it is determined that the conflict of interest may
exist; provided, however, that if a distribution in accordance with
the provisions of this Section 6 from the portion of the
Participant’s Account allocated to the Company Stock
Investment Option would otherwise result in a nonexempt short-swing
transaction under Section 16(b) of the Exchange Act, the date
of distribution with respect to such portion to such
Section 16 Person shall be delayed until the earliest date
upon which the distribution either would not result in a nonexempt
short-swing
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transaction or would otherwise not result in
liability under Section 16(b) of the Exchange Act. This
Section 6 of Article VI shall apply, however, only to the
extent that the accelerated payment upon a conflict of interest
determination conforms to Code section 409A.
7. Acceleration upon Change in
Control .
(a) Notwithstanding any other
provision of this Supplemental Savings Plan, the Account Balance of
each Participant shall be distributed in a single lump sum within
fifteen (15) calendar days following a “Change in
Control.”
(b) For purposes of this
Supplemental Savings Plan, a Change in Control shall include and be
deemed to occur upon the following events:
(1) A tender offer or exchange offer
is consummated for the ownership of securities of the Company
representing 25% or more of the combined voting power of the
Company’s then outstanding voting securities entitled to vote
in the election of directors of the Company.
(2) The Company is merged, combined,
consolidated, recapitalized or otherwise reorganized with one or
more other entities that are not Subsidiaries and, as a result of
the merger, combination, consolidation, recapitalization or other
reorganization, less than 75% of the outstanding voting securities
of the surviving or resulting corporation shall immediately after
the event be owned in the aggregate by the stockholders of the
Company (directly or indirectly), determined on the basis of record
ownership as of the date of determination of holders entitled to
vote on the action (or in the absence of a vote, the day
immediately prior to the event).
(3) Any person (as this term is used
in Sections 3(a)(9) and 13(d)(3) of the Exchange Act, but excluding
any person described in and satisfying the conditions of Rule
13d-1(b)(1) thereunder), becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined
voting power of the Company’s then outstanding securities
entitled to vote in the election of directors of the
Company.
(4) At any time within any period of
two years after a tender offer, merger, combination, consolidation,
recapitalization, or other reorganization or a contested election,
or any combination of these events, the “Incumbent
Directors” shall cease to constitute at least a majority of
the authorized number of members of the Board. For purposes hereof,
“Incumbent Directors” shall mean the persons who were
members of the Board immediately before the first of these events
and the persons who were elected or nominated as their successors
or pursuant to increases in the size of the Board by a vote of at
least three-fourths of the Board members who were then Board
members (or successors or additional members so elected or
nominated).
(5) The stockholders of the Company
approve a plan of liquidation and dissolution or the sale or
transfer of substantially all of the Company’s business
and/or assets as an entirety to an entity that is not a
Subsidiary.
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Notwithstanding the foregoing, no
distribution shall be made solely on account of a Change in Control
and prior to the benefit commencement date specified in
Section 2 of Article VI unless the Change in Control is an
event qualifying for a distribution of deferred compensation under
both the definition of Change in Control in this Plan and in
Section 409A(a)(2)(A)(v) of the Code.
(c) Notwithstanding the provisions
of Section 7(a), if a distribution in accordance with the
provisions of Section 7(a) would result in a nonexempt
transaction under Section 16(b) of the Exchange Act with
respect to any Section 16 Person, then the date of
distribution to such Section 16 Person shall be delayed until
the earliest date upon which the distribution either would not
result in a nonexempt transaction or would otherwise not result in
liability under Section 16(b) of the Exchange Act.
(d) This Section 7 shall apply
only to a Change in Control of Lockheed Martin Corporation and
shall not cause immediate payout of an Account Balance in any
transaction involving the Company’s sale, liquidation,
merger, or other disposition of any subsidiary.
(e) The Committee may cancel or
modify this Section 7 at any time prior to a Change in
Control. In the event of a Change in Control, this Section 7
shall remain in force and effect, and shall not be subject to
cancellation or modification for a period of five years, and any
defined term used in Section 7 shall not, for purposes of
Section 7, be subject to cancellation or modification during
the five year period.
8. Deductibility of Payments
. Subject to the provisions of Code section 409A, in the event that
the payment of benefits in accordance with the Participant’s
election under Section 3 of this Article VI would prevent the
Company from claiming an income tax deduction with respect to any
portion of the benefits paid, the Committee shall have the right to
modify the timing of distributions from the Participant’s
Account as necessary to maximize the Company’s tax
deductions. In the exercise of its discretion to adopt a modified
distribution schedule, the Committee shall undertake to have
distributions made at such times and in such amounts as most
closely approximate the Participant’s election, consistent
with the objective of maximum deductibility for the Company. The
Committee shall have no authority to reduce a Participant’s
Account Balance or to pay aggregate benefits less than the
Participant’s Account Balance in the event that all or a
portion thereof would not be deductible by the Company.
9. Change of Law .
Notwithstanding anything herein to the contrary, if the Committee
determines in good faith, based on consultation with counsel and in
accordance with the requirements of Code section 409A, that the
Federal income tax treatment or legal status of this Supplemental
Savings Plan has or may be adversely affected by a change in the
Internal Revenue Code, Title I of the Employee Retirement Income
Security Act of 1974, or other applicable law or by an
administrative or judicial construction thereof, the Committee may
direct that the Accounts of affected Participants or of all
Participants be distributed as soon as practicable after such
determination is made, to the extent deemed necessary or advisable
by the Committee to cure or mitigate the consequences, or possible
consequences of, such change in law or interpretation
thereof.
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10. Tax Withholding . To the
extent required by law, the Company shall withhold from benefit
payments hereunder, or with respect to any amounts credited to a
Participant’s Account hereunder, any Federal, state, or local
income or payroll taxes required to be withheld and shall furnish
the recipient and the applicable government agency or agencies with
such reports, statements, or information as may be legally
required. However, the amount of Deferred Compensation or Matching
Credits to be credited to a Participant’s Account will not be
reduced or adjusted by the amount of any tax that the Company is
required to withhold with respect thereto.
ARTICLE VII
EXTENT OF PARTICIPANTS’
RIGHTS
1. Unfunded Status of Plan .
This Supplemental Savings Plan constitutes a mere contractual
promise by the Company to make payments in the future, and each
Participant’s rights shall be those of a general, unsecured
creditor of the Company. No Participant shall have any beneficial
interest in any specific assets that the Company may hold or set
aside in connection with this Supplemental Savings Plan.
Notwithstanding the foregoing, to assist the Company in meeting its
obligations under this Supplemental Savings Plan, the Company may
set aside assets in a trust or trusts described in Revenue
Procedure 92-64, 1992-2 C.B. 422 (generally known as a “rabbi
trust”), and the Company may direct that its obligations
under this Supplemental Savings Plan be satisfied by payments out
of such trust or trusts. It is the Company’s intention that
this Supplemental Savings Plan be unfunded for Federal income tax
purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974.
2. Nonalienability of
Benefits . A Participant’s rights under this Plan shall
not be assignable or transferable and any purported transfer,
assignment, pledge or other encumbrance or attachment of any
payments or benefits under this Plan, or any interest therein shall
not be permitted or recognized, other than the designation of, or
passage of payment rights to, a Beneficiary. Notwithstanding, any
portion of a Participant’s benefit under this Plan may be
paid to a spouse, former spouse, or child pursuant to the terms of
a domestic relations order (which shall be interpreted and
administered in accordance with Code sections 414(p)(1)(B) and
409A), provided that the form of payment designated in such order
is a lump sum payment described in Section 3(a) of Article VI
of this Plan.
ARTICLE VIII
AMENDMENT OR
TERMINATION
1. Amendment . The Board or
its authorized delegate may amend, modify, suspend or discontinue
this Supplemental Savings Plan at any time subject to any
shareholder approval that may be required under applicable law,
provided, however, that no such amendment shall have the effect of
reducing a Participant’s Account Balance or postponing the
time when a Participant is entitled to receive a distribution of
his or her Account Balance.
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2. Termination . The Board
reserves the right to terminate this Plan at any time and to pay
all Participants their Account Balances in any form and at such
times that the Board reasonably determines in its discretion is
appropriate and conforms to the requirements of Code section 409A;
provided, however, that if a distribution in accordance with the
provisions of this Section 2 would otherwise result in a
nonexempt short-swing transaction under Section 16(b) of the
Exchange Act, the date of distribution with respect to any
Section 16 Person shall be delayed until the earliest date
upon which the distribution either would not result in a nonexempt
transaction or would otherwise not result in liability under
Section 16(b) of the Exchange Act.
ARTICLE IX
ADMINISTRATION
1. The Committee . This
Supplemental Savings Plan shall be administered by the Management
Development and Compensation Committee of the Board or such other
committee of the Board as may be designated by the Board and
constituted so as to permit this Supplemental Savings Plan to
comply with the requirements of Rule 16b-3 of the Exchange Act. The
members of the Committee shall be designated by the Board. A
majority of the members of the Committee (but not fewer than two)
shall constitute a quorum. The vote of a majority of a quorum or
the unanimous written consent of the Committee shall constitute
action by the Committee. The Committee and the Claims Administrator
shall have full authority to interpret the Plan, and
interpretations of the Plan by the Committee or the Claims
Administrator shall be final and binding on all parties.
Notwithstanding anything contained in the Plan or in any document
issued under the Plan, it is intended that the Plan will at all
times conform to the requirements of Code section 409A and any
regulations or other guidance issued thereunder, and that the
provisions of the Plan will be interpreted to meet such
requirements. If any provision of the Plan is determined not to
conform to such requirements, the Plan shall be interpreted to omit
such offending provision.
2. Delegation and Reliance .
The Committee may delegate to the officers or employees of the
Company the authority to execute and deliver those instruments and
documents, to do all acts and things, and to take all other steps
deemed necessary, advisable or convenient for the effective
administration of this Supplemental Savings Plan in accordance with
its terms and purpose, except that the Committee has not delegated
(and may not delegate) any authority the delegation of which would
cause this Supplemental Savings Plan to fail to satisfy the
applicable requirements of Rule 16b-3. In making any determination
or in taking or not taking any action under this Supplemental
Savings Plan, the Committee or its delegate may obtain and rely
upon the advice of experts, including professional advisors to the
Company. No member of the Committee or officer of the Company who
is a Participant hereunder may participate in any decision
specifically relating to his or her individual rights or benefits
under the Supplemental Savings Plan.
3. Exculpation and Indemnity
. Neither the Company nor any member of the Board or of the
Committee, nor any other person participating in any determination
of any question under this Supplemental Savings Plan, or in the
interpretation, administration or application thereof, shall have
any liability to any party for any action taken or not taken in
good faith under
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this Supplemental Savings Plan or for the
failure of the Supplemental Savings Plan or any Participant’s
rights under the Supplemental Savings Plan to achieve intended tax
consequences, to qualify for exemption or relief under
Section 16 of the Exchange Act and the rules thereunder, or to
comply with any other law, compliance with which is not required on
the part of the Company.
4. Facility of Payment . If a
minor, person declared incompetent, or person incapable of handling
the disposition of his or her property is entitled to receive a
benefit, make an application, or make an election hereunder, the
Committee or the Claims Administrator may direct that such benefits
be paid to, or such a
