Exhibit 10.57
WYETH
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
(amended and restated effective as
of January 1, 2005)
PURPOSE
The Plan supplements the benefits of
Participants whose benefits under the Retirement Plan are limited
as a result of Deferrals or by operation of the Code Limits. The
Plan is intended to constitute an unfunded deferred compensation
plan for a select group of management or highly compensated
employees within the meaning of ERISA and shall be construed and
administered accordingly.
The Plan is an amendment and
restatement of the Prior Plan, effective as of the Restatement
Date.
Capitalized terms not otherwise
defined in the text hereof shall have the meanings set forth in
Section 1.
SECTION 1 DEFINITIONS
1.1 Rules of Construction .
Except where the context indicates otherwise, any masculine
terminology used herein shall also include the feminine gender, and
the definition of any term herein in the singular shall also
include the plural. All references to sections and appendices are,
unless otherwise indicated, to sections or appendices of the
Plan.
1.2 Terms Defined in the Plan
. Whenever used herein, the following terms shall have the meanings
set forth below:
(a) “ 25, 50, 75 or 100%
Joint and Survivor Annuity ” has the meaning set forth in
Section 5.6(a)(2).
(b) “ 409A Benefit
” has the meaning set forth in
Section 4.4(b).
(c) “ Administrative Record
Keeper ” means the person or persons designated by the
Committee in accordance with Section 2.
(d) “ Affiliate ”
means any corporation which is included in a controlled group of
corporations (within the meaning of Section 414(b) of the
Code) which includes Wyeth and any trade or business (whether or
not incorporated) which is under common control with Wyeth (within
the meaning of Section 414(c) of the Code); provided ,
however , that in applying Section 1563(a)(1), (2), and
(3) of the Code for purposes of determining a controlled group
of corporations under Section 414(b) of the Code the language
“at least 50 percent” shall be used instead of
“at least 80 percent” in each place it appears in
Section 1563(a)(1), (2) and (3) of the Code, and in
applying Section 1.414(c)-2 of the Treasury Regulations, for
purposes of determining trades or businesses (whether or not
incorporated) that are under common control for purposes of
Section 414(c) of the Code, “at least 50 percent”
shall be used instead of “at least 80 percent” in
each place it appears in Section 1.414(c)-2 of the Treasury
Regulations.
(e) “ Beneficiary
” means, with respect to death benefits payable under
Sections 5.2(c), 5.3(e), 5.6(a)(3), 5.6(a)(4) and 5.7, as
applicable, a Participant’s Surviving Spouse or, if there is
no Surviving Spouse, the Participant’s estate. Participants
shall not be permitted or required to make Beneficiary designations
under the Plan. If the Surviving Spouse of a Participant is legally
impaired or prohibited from receiving any amounts under the Plan
otherwise payable to a Beneficiary, the Participant’s
Beneficiary shall be the Participant’s estate. The term
Beneficiary shall not refer to any “contingent
annuitant” applicable to a Participant in connection with a
Payment Form.
(f) “ Board of
Directors ” means the Board of Directors of Wyeth (or any
Committee of the Board of Directors to whom the Board of Directors
delegates, from time to time, its authority hereunder).
(g) “ Business Day
” means each day on which the New York Stock Exchange is open
for business.
(h) “ Claimant ”
has the meaning set forth in Section 8.1.
(i) “ Code ”
means the Internal Revenue Code of 1986, as amended, and any
applicable rulings and regulations promulgated
thereunder.
(j) “ Code ”
means the Internal Revenue Code of 1986, as amended, and any
applicable rulings and regulations promulgated
thereunder.
(k) “ Code Limits
” means Sections 401(a)(17) and 415 of the Code and any other
provisions of the Code which limit the amount of benefits that a
Participant may accrue or receive under or from the Retirement
Plan.
(l) “ Committee ”
means the committee of such officers and/or employees of the
Company as shall be designated from time to time by Wyeth to
administer the Plan and any successor thereto.
(m) “ Company ”
means Wyeth and its Affiliates.
(n) “ Company Non-Account
Plan ” means any arrangement sponsored by the Company,
other than the Plan, that is a “non-account balance
plan,” as such term is defined under Section 409A and
that is required to be aggregated with the Plan under Treasury
Regulation 1.409A-1(c)(2)(C).
(o) “ DCP ” means
the Prior DCP and the New DCP.
(p) “ DCP Option
” has the meaning set forth in
Section 5.6(a)(6).
(q) “ Default Payment
Form ” means (i) with respect to a
Participant’s Grandfathered Benefit, the form of payment
elected by such Participant under the Retirement Plan in connection
with the Participant’s Separation from Service; and
(ii) with respect to a Participant’s 409A Benefit, the
Lump-Sum Option.
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(r) “ Deferral Plan
” means each of the DCP, the Wyeth Supplemental Employee
Savings Plan, as amended from time to time, and/or any other
non-qualified plan of the Company designated from time to time by
the Committee pursuant to which Participants may elect to defer
annual, base compensation or annual, cash bonus compensation, sales
bonuses or sales commissions.
(s) “ Deferrals ”
means any cash compensation earned by a Participant from the
Company that is not taken into account in determining a
Participant’s accrued benefit under the Retirement Plan
because of the Participant’s election under a Deferral Plan
to defer the receipt of such compensation.
(t) “ Deferred Compensation
Tax Compliance Committee ” means a committee of such
officers and/or employees of the Company as shall be designated
from time to time by the Board of Directors.
(u) “ Delayed Payment
Amount ” has the meaning set forth in
Section 5.7.
(v) “ Early Commencement
Factors ” means the factors set forth in
Appendix A .
(w) “ Elected Payment
Date ” means (i) with respect to the Grandfathered
Benefit, the first day of any month after a Participant’s
Separation from Service elected by the Participant in accordance
with Section 5.2 and/or (ii) with respect to the 409A
Benefit, the Normal Payment Date, unless the Participant elects the
DCP Option in accordance with Section 5.3, or elects to
redefer his 409A Benefit into the DCP in accordance with
Section 7, in which case Elected Payment Dates shall be
determined in accordance with the applicable terms of the
DCP.
(x) “ Elected Payment
Form ” means the Payment Form elected by a Participant
(i) for the payment of his Grandfathered Benefit in accordance
with Section 5.2, and/or (ii) for the payment of his 409A
Benefit in accordance with Section 5.3 or
Section 7.
(y) “ Eligible Employee
” means an employee of the Company (i) whose terms and
conditions of employment are not subject to a collective bargaining
agreement, (ii) whose rate of annual base compensation for a
calendar year equals or exceeds $155,000.00, and (iii) who is
eligible to participate in the Retirement Plan. Notwithstanding the
foregoing, an individual shall not become an “Eligible
Employee” until the first day of the month following the date
on which such individual satisfies the requirement of clause
(iii) of the previous sentence. Further, the term “
Eligible Employees ” shall exclude individuals
classified by the Company as leased employees, independent
contractors or consultants or any individuals who are not paid
through the Company’s regular payroll.
(z) “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including any applicable rulings and
regulations promulgated thereunder.
(aa) “ Grandfathered
Benefit ” means the portion of a Participant’s Plan
Benefit that, for purposes of Section 409A, was both earned
and vested as of December 31, 2004.
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(bb) “ Guaranteed Death
Benefit Option ” has the meaning set forth in
Section 5.6(a)(4).
(cc) “ Key
Employee ” means (i) each “specified
employee,” as defined in Section 409A(a)(2)(B)(i) of the
Code, who meets the requirements of Section 416(i)(1)(A)(i),
(ii) or (iii) of the Code (applied in accordance with the
regulations thereunder and disregarding Section 416(i)(5) of
the Code) at any time during the 12-month period ending on
December 31 st of a calendar year and
(ii) to the extent not otherwise included in (i) hereof,
each of the top-100 paid individuals (based on taxable wages for
purposes of Section 3401(a) of the Code as reported in
Box 1 of Form W-2 for the 12-month period ending on
December 31 st of such calendar year plus
amounts that would be included in wages for such 12 month period
but for pre-tax deferrals to a tax-qualified retirement plan or
cafeteria plan or for qualified transportation benefits) who
performed services for the Company at any time during the 12-month
period ending on December 31 st of such calendar year. A
Participant shall be treated as a Key Employee for the 12-month
period beginning on April 1 st of the calendar year following
the calendar year for which the determination under clause
(i) or (ii) of this definition is made.
(dd) “ Lump-Sum Option
” has the meaning set forth in
Section 5.6(a)(5).
(ee) “ New DCP ”
means the Wyeth 2005 (409A) Deferred Compensation Plan, as
amended and restated as of the Restatement Date, and as
subsequently amended from time to time thereafter.
(ff) “
Normal Retirement Date ” means the first day of the
first month following a Participant’s 65
th
birthday, unless
such birthday falls on the first of the month, in which case Normal
Retirement Date means the Participant’s 65
th
birthday.
(gg) “ Normal Payment
Date ” means (i) with respect to a
Participant’s Grandfathered Benefit, the first day of the
month on which benefits commence to be paid to the Participant
under the Retirement Plan; and (ii) with respect to a
Participant’s 409A Benefit, the following: (A) for a
Participant who incurs a Separation from Service with a Vested Plan
Benefit prior to attaining age 55, the first day of the month
coincident with or next following the month in which he attains age
55; and (B) for a Participant who incurs a Separation from
Service with a Vested Plan Benefit on or after attaining age 55,
the first day of the month following his Separation from
Service.
(hh) “ Participant
” means an Eligible Employee who has met the requirements for
participation in the Plan in accordance with
Section 3.
(ii) “ Payment Date
” means the Elected Payment Date or, if no such date has been
elected or is permitted to be elected by the Participant, the
Normal Payment Date, in each case for the commencement of payment
of a Plan Benefit.
(jj) “ Payment Delay
Period ” means, solely with respect to a Lump-Sum Option
payment of a Participant’s Grandfathered Benefit, the
twelve-month period beginning on the first day of the month
following the month in which occurs the Participant’s
Separation from Service.
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(kk) “ Payment Election
” means the elections made by a Participant for his
Grandfathered Benefit and/or 409A Benefit, as applicable, under
Section 5 or Section 7, as applicable.
(ll) “ Payment Form
” means the Elected Payment Form or, if no such form is
elected or is permitted to be elected by the Participant, the
Default Payment Form, in each case for the payment of a Plan
Benefit.
(mm) “ Plan ”
means this Wyeth Supplemental Executive Retirement Plan, as amended
from time to time.
(nn) “ Plan Benefit
” means, as of a given date, the benefit, expressed as a
Single Life Annuity commencing at the Participant’s Normal
Retirement Date, that a Participant has accrued under the Plan in
accordance with Section 4.2.
(oo) “ Prior DCP
” means the terms of the Wyeth Deferred Compensation Plan (as
amended and restated as of November 20, 2003), as set forth in
the Company’s written documentation, rules, practices and
procedures applicable to such plan (but without regard to any
amendments thereto after October 3, 2004 that would result in
any material modification of such plan, within the meaning of
Section 409A).
(pp) “ Prior Plan
” means the terms of the Plan in effect immediately prior to
the Restatement Date, as set forth in the Company’s written
documentation, rules, practices and procedures applicable to the
Plan (but without regard to any amendments thereto after
October 3, 2004 that would result in any material modification
of the Grandfathered Benefit, within the meaning of
Section 409A).
(qq) “ Puerto Rico
Participant ” means a Participant employed by the Company
in Puerto Rico and who resides in Puerto Rico.
(rr) “ Restatement Date
” means January 1, 2005.
(ss) “ Retirement
Eligible ” means a Participant who, as of the date of his
Separation from Service, is (i) at least age 55 with at least
five Years of Vesting Service or (ii) at least age
65.
(tt) “ Retirement Plan
” means the Wyeth Retirement Plan – United States, as
amended from time to time.
(uu) “ Rule of
70 Participant ” means a Participant who as of the
date of his Separation from Service has a Vested Plan Benefit
(other than a Participant employed at the Company’s
facilities in Rouses Point, New York) and who (i) is
involuntarily terminated by the Company prior to February 6,
2011 in connection with Project Impact and (ii) as of the date
of his Separation from Service, has a combined age and Years of
Vesting Service equal to or in excess of 70; provided ,
however , that with respect to Participants employed by
Genetics Institute prior to American Home Products purchase of
Genetics Institute, and solely for purposes of determining whether
a Participant is a Rule of 70 Participant, such Participant’s
service with Genetics Institute on or after January 1, 1992
shall be taken into account in determining such Participant’s
Years of Vesting Service.
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(vv) “
Section 409A ” means Section 409A of the
Code and the applicable notices, rulings and regulations
promulgated thereunder.
(ww) “ Section 409A
Compliance ” has the meaning set forth in
Section 9.1.
(xx) “ Separation from
Service ” means a separation from service with the
Company for purposes of Section 409A, determined using the
default provisions set forth in Treasury Regulation
Section 1.409A-1(h); provided , however , that,
for purposes of the Grandfathered Benefit, “ Separation
from Service ” shall be determined in accordance with the
terms of the Prior Plan. Notwithstanding the foregoing, if a
Participant would otherwise incur a Separation from Service in
connection with a sale of assets of the Company, the Company shall
retain the discretion to determine whether a Separation from
Service has occurred in accordance with Treasury Regulation
Section 1.409A-1(h)(4).
(yy) “ Single Life
Annuity ” has the meaning set forth in
Section 5.6(a)(1).
(zz) “ Surviving Spouse
” means the individual to whom a Participant was legally
married, for federal law purposes, for a continuous period of at
least one year as of the date of the Participant’s
death.
(aaa) “ Ten Year Certain
and Life Option ” has the meaning set forth in
Section 5.6(a)(3).
(bbb) “ Transition
Elections ” means elections made by a Participant prior
to January 1, 2009 in accordance with the provisions of
Notices 2005-1, 2006-79 and 2007-86 promulgated by the U.S.
Treasury Department and the Internal Revenue Service and the
Proposed Regulations under Section 409A, 70 Fed. Reg. 191 (Oct
4, 2005).
(ccc) “ Treasury
Regulations ” means the regulations adopted by the
Internal Revenue Service under the Code, as they may be amended
from time to time.
(ddd) “ Valid Notional
Rollover ” means a notional rollover constituting a full
and complete settlement of the Company’s obligations to the
Participant with respect to the portion of the Grandfathered
Benefit credited to the Prior DCP or the 409A Benefit credited to
the New DCP by a Participant who is Retirement Eligible at the time
of his Separation from Service.
(eee) “ Vested Plan
Benefit ” means a Plan Benefit that has vested in
accordance with Section 4.3.
(fff) “ Wyeth ”
means Wyeth, a Delaware corporation, and any successor
thereto.
(ggg) “ Wyeth Retirement
Plans ” means the Retirement Plan, the American Cyanamid
and Subsidiaries Supplemental Employees Retirement Plan and the
American Cyanamid and Subsidiaries ERISA Excess Plan.
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(hhh) “ Year of Vesting
Service ” has the meaning ascribed to it in the
Retirement Plan as of January 1, 2006 and, prior to such date,
has the meaning ascribed to “Continuous Service”, as
such term was defined in the Retirement Plan prior to
January 1, 2006.
SECTION 2 ADMINISTRATION
2.1 General Authority . The
general supervision of the Plan shall be the responsibility of the
Committee, which, in addition to such other powers as it may have
as provided herein, shall have the power, subject to the terms of
the Plan: (i) to determine eligibility to participate in, and
the amount of benefit to be provided to any Participant under, the
Plan; (ii) to make and enforce such rules and regulations as
it shall deem necessary or proper for the efficient administration
of the Plan; (iii) to determine all questions arising in
connection with the Plan, to interpret and construe the Plan, to
resolve ambiguities, inconsistencies or omissions in the text of
the Plan, to correct any defects in the text of the Plan and to
take such other action as may be necessary or advisable for the
orderly administration of the Plan; (iv) to make any and all
legal and factual determinations in connection with the
administration and implementation of the Plan; (v) to
designate the Administrative Record Keeper and to review actions
taken by the Administrative Record Keeper or any other person to
whom authority is delegated under the Plan; and (vi) to employ
and rely on legal counsel, actuaries, accountants and any other
agents as may be deemed to be advisable to assist in the
administration of the Plan. All such actions of the Committee shall
be conclusive and binding upon all persons. The Committee shall be
entitled to rely conclusively upon all tables, valuations,
certificates, opinions, and reports furnished by any actuary,
accountant, controller, counsel, or other person employed or
engaged by the Company with respect to the Plan. If any member of
the Committee is a Participant, such member shall not resolve, or
participate in the resolution of, any matter relating specifically
to such Committee member’s eligibility to participate in the
Plan or the calculation or determination of such member’s
Plan Benefit.
2.2 Delegation . The
Committee shall have the power to delegate to any person or persons
the authority to carry out such administrative duties, powers and
authority relative to the administration of the Plan as the
Committee may from time to time determine. Any action taken by any
person or persons to whom the Committee makes such a delegation
shall, for all purposes of the Plan, have the same force and effect
as if undertaken directly by the Committee. If any individual to
whom the Committee delegates authority is a Participant, such
individual shall not resolve, or participate in the resolution of,
any matter specifically relating to such individual’s
eligibility to participate in the Plan or the calculation or
determination of such individual’s Plan Benefit.
2.3 Administrative Record
Keeper . The Administrative Record Keeper shall be responsible
for the day-to-day operation of the Plan, having the power (except
to the extent such power is reserved to the Committee) to take all
action and to make all decisions necessary or proper in order to
carry out his duties and responsibilities under the provisions of
the Plan. If the Administrative Record Keeper is a Participant, the
Administrative Record Keeper shall not resolve, or participate in
the resolution of, any question which relates directly or
indirectly to him and which, if applied to him, would significantly
vary his eligibility for, or the amount of, any benefit to him
under the Plan. The Administrative Record Keeper shall report to
the Committee at such times and in such manner as the Committee
shall request concerning the operation of the Plan.
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2.4 Actions; Indemnification
. The members of the Board of Directors, the Committee, the
Administrative Record Keeper, the members of the Deferred
Compensation Tax Compliance Committee, the members of any other
committee and any director, officer or employee of the Company to
whom responsibilities are delegated by the Committee shall not be
liable for any actions or failure to act with respect to the
administration or interpretation of the Plan, unless such person
acted in bad faith or engaged in fraud or willful misconduct. The
Company shall indemnify and hold harmless, to the fullest extent
permitted by law, the Board of Directors (and each member thereof),
the Committee (and each member thereof), the Deferred Compensation
Tax Compliance Committee (and each member thereof), the
Administrative Record Keeper, the members of any other committee
and any director, officer or employee of the Company to whom
responsibilities are delegated by the Committee from and against
any liabilities, damages, costs and expenses (including
attorneys’ fees and amounts paid in settlement of any claims
approved by the Company) incurred by or asserted against it or him
by reason of its or his duties performed in connection with the
administration or interpretation of the Plan, unless such person
acted in bad faith or engaged in fraud or willful misconduct. The
indemnification, exculpation and liability limitations of this
Section 2.4 shall apply to the Administrative Record Keeper
only to the extent that the Administrative Record Keeper is or was
a director, officer or employee of the Company.
SECTION 3 PARTICIPATION
3.1 Continuing Participants .
Any individual who participated in the Prior Plan immediately prior
to the Restatement Date shall continue to be a Participant in the
Plan on the Restatement Date.
3.2 New Participants . An
employee of the Company who does not become a Participant in the
Plan in accordance with Section 3.1 shall commence
participation in the Plan as of the date on which such employee
first becomes an Eligible Employee. Eligible Employees shall not
accrue any Plan Benefit prior to their commencement of
participation in the Plan; provided that when participation
commences a Participant’s accrued Plan Benefit shall be
calculated as of the later of the date the Participant was first
employed by the Company and the date the Participant reached age
21.
3.3 Enrollment . Each
Participant shall complete, execute and return to the
Administrative Record Keeper such forms as are required from time
to time by the Administrative Record Keeper, and such forms shall
be submitted to the Administrative Record Keeper within such time
periods specified by the Administrative Record Keeper. A
Participant’s failure to submit in a complete and timely
manner any such forms to the Administrative Record Keeper shall
subject the Participant to the default rules specified in the Plan.
For purposes of the Plan, “forms” prescribed by the
Administrative Record Keeper can be in paper, electronic or such
other media (or combination thereof) as the Administrative Record
Keeper shall specify from time to time.
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3.4 Exclusions . No employee
of the Company who is not an Eligible Employee shall be eligible to
participate in the Plan. In addition, the Committee may, if it
determines it to be necessary or advisable to comply with ERISA,
the Code or other applicable law, exclude one or more Eligible
Employees or one or more classes of Eligible Employees from Plan
participation.
SECTION 4 PLAN FORMULA AND
VESTING
4.1 Applicability of Prior
Plan . The benefit payable to a Participant who had a
Separation from Service prior to the Restatement Date shall be
governed by the terms of the Prior Plan as in effect on the date of
his Separation from Service.
4.2. Plan Benefit Formula .
The Plan Benefit of a Participant who has a Separation from Service
on or after the Restatement Date shall equal the positive
difference, if any, that results from subtracting the amount
determined under Section 4.2(b) from the amount determined
under Section 4.2(a):
(a) The Participant’s annual
accrued benefit under the terms of the “Final Average Annual
Pension Earnings” formula of the Retirement Plan calculated
as of the date of the Participant’s Separation from Service
as if:
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1.
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for purposes of
calculating such accrued benefit, the Participant’s
compensation for each calendar year included the
Participant’s Deferrals for each such calendar year;
and
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2.
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for purposes of
calculating such accrued benefit, the Code Limits did not
apply.
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less
(b) The Participant’s annual
accrued benefit under the Wyeth Retirement Plans, as of the date of
the Participant’s Separation from Service.
4.3 Vesting . Anything in the
Plan to the contrary notwithstanding, no Plan Benefit or other
amount shall be payable to a Participant under the Plan unless the
Participant has either (i) completed five Years of Vesting
Service or (ii) is at least age 65, in each case, as of the
date of the Participant’s Separation from Service.
4.4 Plan Benefit Components
.
(a) Grandfathered Benefit
.
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1.
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The portion of a
Participant’s Plan Benefit which is a Grandfathered Benefit
(and the procedures applicable to a Participant’s election to
receive such Grandfathered Benefit, which are set forth in
Section 5.2) shall be based upon the terms of the Prior Plan
and the Retirement Plan in effect immediately prior to the
Restatement Date, disregarding for this purpose
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any change or amendment to the
terms of the Retirement Plan effective after October 3, 2004
that would result in any material modification, within the meaning
of Section 409A of the Grandfathered Benefit.
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2.
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The
Grandfathered Benefit of a Puerto Rico Participant shall comprise
(i) the portion of his Plan Benefit that was earned and vested
as of December 31, 2004 and (ii) the portion of his Plan
Benefit that was earned or vested on or after January 1, 2005,
but only in the event such Puerto Rico Participant does not become
employed by the Company in the United States (other than in Puerto
Rico) on or after January 1, 2005.
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3.
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A
Participant’s Grandfathered Benefit shall not be increased if
the payment of the Grandfathered Benefit is made after the
Participant’s Normal Retirement Date.
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(b) 409A Benefit . A
Participant’s 409A Benefit shall mean any portion of the
Participant’s Plan Benefit which is not a Grandfathered
Benefit.
(c) Special Adjustment at
Separation from Service to the 409A Benefit . Solely to the
extent necessary to comply with Section 409A, a special
allocation shall be made to the Plan Benefit of a Participant who
was not eligible to retire under the Plan as of December 31,
2004 with a subsidized early retirement benefit (solely by reason
of the Participant as of December 31, 2004 not having ten or
more Years of Vesting Service as of such date) and who subsequently
becomes eligible to retire under the Plan with a subsidized early
retirement benefit (including on account of becoming a Rule of 70
Participant) at a later date. For such a Participant, any early
retirement subsidy earned by the Participant based on Years of
Vesting Service credited for periods after December 31, 2004
and attributable to the Participant’s Grandfathered Benefit
shall be treated for all purposes of the Plan as part of the
Participant’s 409A Benefit. The adjusted 409A Benefit
(including the subsidized portion of the Grandfathered Benefit that
is treated by operation of this Section 4.4(c) as part of the
409A Benefit) shall be determined at the time of the
Participant’s Separation from Service by the formula [(X
– Y)/Z], where “ X ” is the Plan Benefit
multiplied by the applicable subsidized Early Commencement Factor
set forth in Appendix A ; where “ Y ” is
the Grandfathered Benefit multiplied by the applicable unsubsidized
Early Commencement Factor set forth in Appendix A ; and
where “ Z ” is the applicable subsidized Early
Commencement Factor set forth in Appendix A (all such Early
Commencement Factors to be determined based upon the
Participant’s (including on account of becoming a Rule of
70 Participant) age and Years of Vesting Service at Separation
from Service).
(d) Other Actuarial Rules and
Procedures . The Committee shall from time to time promulgate
such additional rules and procedures as the Committee deems
necessary or advisable to facilitate the calculation and allocation
of a Participant’s Plan Benefit between the Grandfathered
Benefit and the 409A Benefit in a manner that is intended to result
in Section 409A Compliance.
4.5 Payment Prior to Normal
Retirement . If the Payment Date for a Participant’s
Grandfathered Benefit and/or 409A Benefit, as applicable, is prior
to the Participant’s Normal Retirement Date, then the amount
of the Grandfathered Benefit and/or 409A Benefit, as applicable,
shall be
