Exhibit 10.18
NBT BANCORP INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
(Effective as of July 23,
2001)
TABLE OF
CONTENTS
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Page
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1
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1
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Article 2 - Eligibility and
Participation
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6
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Article 3 - Retirement Date
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7
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Article 4 - Retirement Income Benefit
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7
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Article 5 - Supplemental 401(k)/ESOP Benefit and
Deferral Credit Accounts
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8
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Article 6 - Supplemental Retirement
Benefit
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9
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Article 7 - Modes of Benefit Payment and Vesting
of Benefits
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10
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Article 8 - Death Benefits
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12
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Article 9 - Unfunded Plan
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14
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Article 10 - Administration
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15
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Article 11 - Amendment or Termination
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17
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Article 12 - General Provisions
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17
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SUPPLEMENTAL RETIREMENT
AGREEMENT
EFFECTIVE JULY 23, 2001
The attached
document ( NBT Bancorp Inc. Supplemental Executive Retirement
Plan , effective as of July 23, 2001) sets forth the terms of
an agreement for the payment of supplemental retirement income made
as of July 23, 2001 between NBT Bancorp Inc. , a Delaware
corporation and a registered financial holding company
headquartered at 52 S. Broad Street, Norwich, New
York 13815, and Michael J. Chewens , an
individual residing at 2613 Pine Bluff Drive, Vestal, New
York 13815. The parties hereby execute this
agreement as follows:
NBT BANCORP
INC.
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By:
/s/ Daryl R. Forsythe
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Date: July 23,
2001
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Daryl R.
Forsythe
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Chairman,
President and
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Chief Executive
Officer
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/s/ Micheal
J. Chewens
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Date: July 23,
2001
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Michael J.
Chewens
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PREAMBLE
This NBT
Bancorp Inc. Supplemental Executive Retirement Plan (the
“Plan”) is effective as of July 23,
2001. The purpose of the Plan is to permit certain
employees of NBT Bancorp Inc. (the “Company”), its
subsidiary, NBT Bank, National Association (the “Bank”)
and adopting affiliated employers to receive supplemental
retirement income when such amounts would be due under the benefit
and contribution formulas in the tax-qualified NBT Bancorp Inc.
Defined Benefit Pension Plan and NBT Bancorp Inc. 401(k) and
Employee Stock Ownership Plan but cannot be paid thereunder due to
the reductions and other limitations imposed by Sections
401(a)(17), 401(k)(3), 401(m) and 415 of the Internal Revenue Code
of 1986, as amended and to provide such employees’ with an
aggregate retirement benefit (taking into consideration amounts
paid under such Plans and social security benefits) commencing
following retirement at or after age 62 of not less than 50% of
such employees’ final average compensation, subject to the
terms of the Plan. Capitalized terms are defined in
Article 1 below.
The Plan is
intended to be an unfunded, non-qualified deferred compensation
plan. Neither the Employer, the Committee, nor the
individual members of the Committee shall segregate or otherwise
identify specific assets to be applied to the purposes of the Plan,
nor shall any of them be deemed to be a trustee of any amounts to
be paid under the Plan. Any liability of the Employer to
any person with respect to benefits payable under the Plan shall be
based solely upon such contractual obligations, if any, as shall be
created by the Plan, and shall give rise only to a claim against
the general assets of the Employer. No such liability
shall be deemed to be secured by any pledge or any other
encumbrance on any specific property of the Employer.
ARTICLE 1
DEFINITIONS
The following
words and phrases shall have the meanings hereafter ascribed to
them. Those words and phrases which have limited
application are defined in the respective Articles in which such
terms appear.
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“Actuarial Equivalent” shall have
the same meaning the term “Actuarial Equivalent” has
under Section 2.03 of Appendix A to the Basic Retirement Plan using
the following actuarial assumptions:
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Mortality : “Applicable Mortality
Rate” as such term is defined in Section 2.03c of Appendix A
to the Basic Retirement Plan.
Interest
Rate : “Applicable Interest
Rate” as such term is defined in Section 2.09b of Appendix A
to the Basic Retirement Plan.
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“Bank” means NBT Bank, National
Association or any successor thereto by merger, consolidation or
otherwise by operation of law.
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“Basic
401(k)/ESOP” means the NBT Bancorp Inc. 401(k) and Employee
Stock Ownership Plan, as amended from time to time.
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“Basic
401(k)/ESOP Benefit” means the benefit paid to a Participant
under the Basic 401(k)/ESOP and includes benefits payable upon
Normal Retirement, Early Retirement, Postponed Retirement, death or
termination of service.
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“Basic
401(k)/ESOP Surviving Spouse Benefit” means the benefit
payable to a Participant’s surviving spouse under the Basic
401(k)/ESOP upon the Participant’s death before a
distribution of the Participant’s entire Basic 401(k)/ESOP
account balance.
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“Basic
Retirement Plan” means the NBT Bancorp Inc. Defined Benefit
Pension Plan, as amended from time to time.
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“Basic
Retirement Plan Benefit” means the benefit payable to a
Participant under the Basic Retirement Plan and includes benefits
payable upon Normal Retirement, Early Retirement, Postponed
Retirement, death or termination of service.
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“Basic
Retirement Plan Surviving Spouse Benefit” means the benefit
payable to a Participant’s surviving spouse or eligible
children under the Basic Retirement Plan upon the
Participant’s death, if any.
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“Beneficiary” means such living
person or living persons designated by the Participant in
accordance with Section 7.5(a) to receive the Supplemental
Retirement Benefit after his or her death, or his or her personal
or legal representative, all as herein described and
provided. If no Beneficiary is designated by the
Participant or if no Beneficiary survives the Participant, the
Beneficiary shall be the Participant’s estate.
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“Board” means the Board of Directors
of the Company, as duly constituted from time to time.
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“Cause” means the
Participant’s (a) conviction of robbery, bribery, extortion,
embezzlement, fraud, grand larceny, burglary, perjury, income tax
evasion, misapplication of Employer funds, false statements in
violation of 18 U.S.C. § 1001, or any other felony that
is punishable by a term of imprisonment of more than one year; (b)
material breach of his or her duty of loyalty to the Employer; (c)
acts or omissions in the performance of his or her duties having a
material adverse effect on the Employer that were not done or
omitted to be done in good faith or which involved intentional
misconduct or a knowing violation of law; or (d) any transaction in
the performance of his or her duties with the Employer from which
he or she derived a material improper personal benefit.
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“Change
in Control” means:
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(i) A
change in control with respect to the Company or the Bank of a
nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A as in effect on the date
hereof pursuant to the Securities Exchange Act of 1934 (the
“Exchange Act”); provided that, without limitation,
such a change in control shall be deemed to have occurred at such
time as any person (including an individual, corporation,
partnership, trust, association, joint venture, pool, syndicate,
unincorporated organization, joint-stock company or similar
organization or group acting in concert) hereafter becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 30 percent or more of the
combined voting power of the common stock and other voting
securities of the Company; or
(ii)
During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason
to constitute at least a majority thereof unless the election,
or the nomination for election by the shareholders of the Company,
of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the
beginning of the period; or
(iii) There
shall be consummated (x) any consolidation or merger of the
Company in which it is not the continuing or surviving corporation
or pursuant to which voting securities of the Company would be
converted into cash, securities, or other property, other than a
merger of the Company in which the holders of its common stock and
other voting securities immediately before the merger have
substantially the same proportionate ownership of common stock
and other voting securities, respectively, of the surviving
corporation immediately after the merger, or (y) any sale,
lease, exchange, or other transfer (in one transaction or a series
of related transactions) of all, or substantially all of
the assets of the Company or the Bank, provided that any such
consolidation, merger, sale, lease, exchange or other transfer
consummated at the insistence of an appropriate banking regulatory
agency shall not constitute a change in control; or
(iv)
Approval by the shareholders of the Company of any plan or proposal
for its liquidation or dissolution.
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“Code” means the Internal Revenue
Code of 1986, as amended from time to time.
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“Committee” means the Plan’s
administrative committee, as appointed by the Board to administer
the Plan, as described in Article 10.
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“Company” means NBT Bancorp, Inc. or
any successor thereto by merger, consolidation or otherwise by
operation of law.
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“Confidential Information” means
business methods, creative techniques and technical data of the
Company, the Bank and their affiliates that are deemed by the
Company, the Bank or any such affiliate to be and are in fact
confidential business information of the Company, the Bank or its
affiliates or are entrusted to the Company, the Bank or its
affiliates by third parties, and includes, but is not limited to,
procedures, methods, sales relationships developed while the
Participant is in the service of the Company, the Bank or their
affiliates, knowledge of customers and their requirements,
marketing plans, marketing information, studies, forecasts and
surveys, competitive analyses, mailing and marketing lists, new
business proposals, lists of vendors, consultants, and other
persons who render service or provide material to the Company, the
Bank or their affiliates, and compositions, ideas, plans, and
methods belonging to or related to the affairs of the Company, the
Bank or their affiliates, except for such information as is clearly
in the public domain, provided , that information that would
be generally known or available to persons skilled in the
Participant’s fields shall be considered to be “clearly
in the public domain” for this purpose.
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“Deferral
Credit Account” means the bookkeeping account maintained in
the name of the Employer, on behalf of each Participant, pursuant
to Article 5.
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“Determination Date” means the
earlier of (i) the date of termination of the Participant’s
employment with the Employer or (ii) the first day of the month
following the Participant’s 65th birthday.
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“Effective Date” means July 23,
2001.
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“Employee” means a person who is an
employee of the Employer.
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“Employer” means the Company, the
Bank and any subsidiary or affiliated corporation of either of them
which, with the approval of the Board and subject to such
conditions as the Board may impose, adopts the Plan, and any
successor or successors of any of them.
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“Final
Average Compensation” shall have the same meaning as the term
“Final Average Compensation” has under Section 2.27 of
Appendix A to the Basic Retirement Plan, except that in determining
the amount of Compensation (as defined in Section 2.14 of Appendix
A to the Basic Retirement Plan) to be used in calculating Final
Average Compensation under Section 2.27 of Appendix A to the Basic
Retirement Plan, Compensation shall not be subject to the
compensation limitation of section 401(a)(17) of the
Code.
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“401(k)/ESOP Benefit” means the
deferred compensation 401(k)/ESOP Benefit provided to Participants
and their beneficiaries in accordance with the applicable
provisions of the Plan.
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“Full-Time Employee” shall mean an
Employee who works not less than 1,000 hours in a calendar
year.
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“Other
Retirement Benefits” means the sum of:
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The annual
benefit payable to the Participant from the Basic Retirement Plan;
plus
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The annual
Retirement Income Benefit payable to the Participant hereunder;
plus
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The annual
amount of any supplemental retirement benefit payable to the
Participant by the Employer or any other Employer pursuant to any
Supplemental Retirement Agreement with the Participant (other than
amounts attributable to elective deferrals of such
Participant’s compensation); plus
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The annual
benefit that could be provided by (A) Employer contributions (other
than elective deferrals) made on the Participant’s behalf
under the Basic 401(k)/ESOP, and (B) actual earnings on
contributions in (A), if such contributions and earnings were
converted to a benefit payable at age 62 in the same form as the
Supplemental Retirement Benefit, using the same actuarial
assumptions as are provided under Section 1.1; plus
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The annual
benefit that could be provided by the Participant’s Deferral
Credit Account, if such Deferral Credit Account were converted to a
benefit payable at age 62 in the same form as the Supplemental
Retirement Benefit, using the same actuarial assumptions as are
provided under Section 1.1.
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The amount of
Other Retirement Benefits shall be determined by an actuary
selected by the Company, with such determination to be made without
regard to whether the Participant is receiving payment of such
benefits on the Determination Date. To the extent the
Participant receives a payment of Other Retirement Benefits
described in 1.25(d) or (e) prior to the date the Supplemental
Retirement Benefit is determined pursuant to this Plan, the total
of such Other Retirement Benefits shall be determined by including
and assuming that such amounts earned interest at a variable rate
equal to the one-year United States Treasury bill rate as reported
in the New York edition of The Wall Street Journal on the
Determination Date from the date received to the date Other
Retirement Benefits are calculated for purposes of this
Plan.
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“Participant” means an Employee who
has been designated by the Employer as eligible to participate in
the Plan and who becomes a Participant pursuant to the provisions
of Article 2.
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“Plan” means the NBT Bancorp Inc.
Supplemental Executive Retirement Plan, as herein set forth, and as
it may hereafter be amended from time to time.
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“Plan
Limitation Provisions” means provisions of the Basic
401(k)/ESOP and the Basic Retirement Plan that reduce or restrict
an Employee’s employer-provided benefits under the Basic
Retirement Plan and employer matching contributions to the Basic
401(k)/ESOP (including Article IX and the last sentence of Section
1.12 of the Basic Retirement Plan and the next to last paragraph of
Section 1.14, the third paragraph of Section 1.33 and Sections 4.5,
4.7 and 4.9 of the Basic 401(k)/ESOP, or the corresponding
provisions of any amendment to such Plans) in order to satisfy the
limitations imposed by one or more of the following: (i)
Section 401(a)(17) of the Code, (ii) Section 401(k)(3) of the Code,
(iii) Section 401(m) of the Code, or (iv) Section 415 of the
Code.
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“Plan
Year” means the period from the Effective Date through
December 31, 2001 and each calendar year thereafter within which
the Plan is in effect.
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“Present
Value” means the present value of a benefit determined on the
basis of the actuarial assumptions specified in Section
1.1
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“Social
Security Benefit” means the Participant’s actual social
security benefit at his or her Social Security Retirement
Age.
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“Social
Security Retirement Age” shall have the same meaning the term
“Social Security Retirement Age” has under Section 2.58
of Appendix A to the Basic Retirement Plan.
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“Retirement Income Benefit” means
the deferred compensation retirement income benefit determined
pursuant to Article 4.
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“Supplemental Retirement Benefit”
means the deferred compensation retirement benefit determined
pursuant to Article 6.
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“Supplemental Surviving Spouse
Benefit” means the survivor death benefit payable to a
Participant’s surviving spouse, pursuant to the provisions of
Sections 8.1 through 8.3.
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“Year of
Service” means a calendar year in which the Participant
completes not less than 1,000 Hours of Service (as defined in
Section 1.25 of the Basic Retirement Plan) with an
Employer.
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Words importing
males shall be construed to include females and the singular shall
be construed to include the plural, and vice versa, wherever
appropriate.
ARTICLE 2
ELIGIBILITY AND
PARTICIPATION
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Plan
eligibility is limited to a select group of management or highly
compensated Employees, as designated in writing by the Board, who
participate in the Basic Retirement Plan, the Basic 401(k)/ESOP or
both such plans.
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From time to
time, the Company may designate one or more Employees who
participate in the Basic Retirement Plan, the Basic 401(k)/ESOP or
both such plans as participants in the Plan, from the class of
Employees participating in the Basic Retirement Plan, the Basic
401(k)/ESOP or both such plans who are members of a select group of
management Employees or are highly compensated
Employees. Newly eligible Employees shall participate as
of the date specified by the Board.
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The Company
may, from time to time, remove any Participant from participation
in the Plan; provided , however, that, subject to Section
12.4, such removal will not reduce the amount of Retirement Income
Benefit and 401(k)/ESOP Benefit credited to the Participant under
the Plan, as determined as of the date of such Participant’s
removal. A Participant so removed shall remain a
Participant until all benefits are distributed in accordance with
the provisions of the Plan.
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The Committee
may provide each eligible Employee with appropriate forms in
connection with participation in the Plan.
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ARTICLE 3
RETIREMENT
DATE
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A
Participant’s Retirement Date shall be his or her date of
actual retirement, which may be his or her Normal, Early,
Disability or Postponed Retirement Date, whichever is applicable
pursuant to the following sections of this Article 3.
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A
Participant’s Normal Retirement Age shall be the 65th
anniversary of his or her birth. Such
Participant’s Normal Retirement Date shall be the date
coinciding with Normal Retirement Date under the Basic Retirement
Plan.
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A Participant
may retire on an Early Retirement Date, which shall be the date
coinciding with the initial distribution of an early retirement
benefit under the Basic Retirement Plan.
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A Participant
may retire on a Disability Retirement Date, which shall be the date
coinciding with the initial distribution of a disability retirement
benefit under the Basic Retirement Plan.
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If a
Participant continues in the employment of the Employer beyond
Normal Retirement Date, the date coinciding with postponed
retirement under the Basic Retirement Plan shall be the
Participant’s Postponed Retirement Date.
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ARTICLE 4
RETIREMENT INCOME
BENEFIT
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The Retirement
Income Benefit payable to an eligible Participant in the form of a
life annuity with five years certain commencing on his or her
Normal, Early, Disability or Postponed Retirement Date, as the case
may be, shall be equal to the excess, if any, of the amount
specified in (a) over the amount specified in (b), as stated
below:
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the monthly
amount of Basic Retirement Plan retirement income payable upon
Normal, Early or Postponed Retirement Date, as the case may be, to
which the Participant would have been entitled under the Basic
Retirement Plan, if such benefit were calculated under the Basic
Retirement Plan without giving effect to the limitations and
restrictions imposed by the application of Plan Limitation
Provisions and any other provisions of the Basic Retirement Plan
that are necessary to comply with Code Sections 401(a)(17) and 415,
or any successor provisions thereto;
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the sum of (i)
the monthly amount of Basic Retirement Plan retirement income
payable upon Normal, Early or Postponed Retirement Date, as the
case may be, actually payable to the Participant under the Basic
Retirement Plan, after the limitations and restrictions imposed by
the application of the Plan Limitation Provisions and any other
provisions of the Basic Retirement Plan that are necessary to
comply with Code Sections 401(a)(17) and 415, or any successor
provisions thereto, plus (ii) the monthly amount of retirement
income that is the actuarial equivalent (determined in accordance
with the Basic Retirement Plan) of any supplemental retirement
benefit payable to the Participant by any Employer upon Normal,
Early or Postponed Retirement Date, as the case may be, pursuant to
any Supplemental Retirement Agreement with the
Participant.
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With respect to
eligible Participants who terminate their employment other than on
a Retirement Date specified in Article 3, the vested Retirement
Income Benefit payable in the form of a life annuity with five
years certain, commencing on the date the Participant is eligible
for a vested retirement benefit under the Basic Retirement Plan,
shall be equal to the excess, if any, of the amount specified in
(a) over the amount specified in (b), as stated below:
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the monthly
amount of Basic Retirement Plan vested retirement income payable
upon termination of service to which the Participant would have
been entitled under the Basic Retirement Plan, if such benefit were
calculated under the Basic Retirement Plan without giving effect to
the limitations and restrictions imposed by the application of the
Plan Limitation Provisions and any other provisions of the Basic
Retirement Plan that are necessary to comply with Code Sections
401(a)(17) and 415, or any successor provisions thereto;
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the sum of (i)
the monthly amount of Basic Retirement Plan vested retirement
income payable upon termination of service actually payable to the
Participant under the Basic Retirement Plan, after the limitations
and restrictions imposed by the application of the Plan Limitation
Provisions and any other provi
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