Exhibit 4.1
NASH FINCH COMPANY
DEFERRED COMPENSATION
PLAN
ARTICLE 1
Description
1.1
Plan Name
. The name of the Plan is the “Nash
Finch Company Deferred Compensation Plan.”
1.2
Plan Purpose
. The purpose of the Plan is to provide
Participants with the opportunity to defer a portion of the Covered
Compensation that would otherwise be payable to them and to
compensate Participants for the amount, if any, by which such
deferrals decrease the amount of profit sharing or company matching
contributions that would otherwise be made on their behalf pursuant
to the Profit Sharing Plan or a 401(k) Plan. The Plan is
intended to comply in form and operation with the requirements of
Code section 409A and will be construed and administered in a
manner that is consistent with such intent.
1.3
Plan Type
. The Plan is an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees and, as
such, is intended to be exempt from the provisions of Parts 2, 3
and 4 of Subtitle B of Title I of ERISA by operation of sections
201(2), 301(a)(3) and 401(a)(4) thereof, respectively, and from the
provisions of Title IV of ERISA, to the extent otherwise
applicable, by operation of section 4021(b)(6) thereof. The
Plan will be construed and administered in a manner that is
consistent with and gives effect to such intent.
1.4
Relationship to Income
Deferral Plan . Effective June 1, 1994, the Company
adopted the Nash Finch Company Income Deferral Plan, a plan similar
in purpose and type to the Plan. Because of changes in the
Code that change the taxation of non-qualified deferred
compensation arrangements for amounts deferred on or after January
1, 2005, the Company has elected (i) to amend the Income Deferral
Plan to provide that there may be no new participants in that plan
after December 31, 2004 and that no additional compensation amounts
may be deferred under that plan after December 31, 2004, and (ii)
to adopt this new Plan for compensation amounts deferred after
December 31, 2004, in each case determining the timing of any
deferral in a manner consistent with Code section 409A and the
regulations, rulings and guidance issued thereunder by the U.S.
Treasury Department and the Internal Revenue Service.
ARTICLE 2
Eligibility, Selection and
Enrollment
2.1
Eligibility
.
(a)
Participation in the Plan shall be
limited to Qualified Employees of Employers. From that group
of Qualified Employees, the Compensation Committee shall select, in
its sole discretion, those Qualified Employees who may actually
participate in this Plan. The Compensation Committee may
discharge this responsibility by designating specific categories of
Qualified Employees (such as by title, position or pay grade) who
are entitled to participate in the Plan.
(b)
At any time during a Plan Year, the
Compensation Committee may determine (either specifically or
through the application of a category designation described in
Section 2.1(a)) that a Qualified Employee who became such after the
beginning of the Plan Year is eligible to participate in the Plan
with respect to the remainder of the Plan Year.
(c)
The fact that an Employee has been
eligible to make deferral elections under Article 3 with respect to
any particular Plan Year does not give the Employee any right to
make deferral elections in any other Plan Year. Nevertheless,
a determination that a Qualified Employee is eligible to make
deferral elections under the Plan shall be effective from one Plan
Year to the next so long as the individual remains a Qualified
Employee and the Compensation Committee does not act to deny that
individual the ability to make deferral elections for a future Plan
Year.
(d)
A Participant who has suspended his
or her deferral elections in connection with an Unforeseeable
Emergency is not eligible to elect additional deferrals with
respect to the remainder of the Plan Year during which the
suspension occurs.
2.2
Enrollment and Commencement of
Participation .
(a)
As a condition to participation,
each Qualified Employee who is selected to participate in the Plan
as of the first day of a Plan Year shall complete and submit to the
Administrative Committee an election and a beneficiary designation
in the form and manner prescribed by Plan Rules prior to the first
day of such Plan Year, or such earlier deadline as may be
established by the Plan Rules.
(b)
An Employee who first becomes a
Qualified Employee after the first day of a Plan Year must, in
order to participate for the remainder of that Plan Year, complete
and submit to the Administrative Committee the election and
designation specified in Section 2.2(a) within thirty (30) days
after he or she first becomes eligible to participate in the Plan,
or by such earlier deadline as may be established by Plan
Rules. In such event, such person shall not be permitted to
defer under this Plan any portion of his or her Covered
Compensation that is paid with respect to services performed prior
to his or her participation commencement date.
(c)
Each Qualified Employee who is
selected to participate in the Plan shall commence participation in
the Plan on the date that the Administrative Committee determines,
in its sole discretion, that the Qualified Employee has met all
participation requirements, including returning all required
documents to the Administrative Committee within the specified time
period. The Administrative Committee shall process a
Participant’s deferral election as soon as administratively
practicable after such deferral election is submitted to and
accepted by the Administrative Committee.
(d)
If a Qualified Employee fails to
meet all requirements contained in this Section 2.2 within the
period required, that Qualified Employee shall not be entitled to
participate in the Plan during such Plan Year. In addition,
the Administrative Committee may establish from time to time such
other enrollment requirements as it determines in its sole
discretion are necessary or desirable.
2.3
Transfer Among
Employers . A Participant who transfers employment
from one Employer to another Employer and who continues to be a
Qualified Employee after the transfer will, for the duration of the
Plan Year during which the transfer occurs, continue to participate
in the Plan in accordance with the deferral election in effect for
the portion of the Plan Year before the transfer, as a Qualified
Employee of such other Employer.
2.4
Multiple
Employment . A Participant who is simultaneously
employed as a Qualified Employee with more than one Employer will
participate in the Plan as a Qualified Employee of all such
Employers on the basis of a single deferral election applied
separately to his or her Covered Compensation from each such
Employer.
2.5
Termination or Ceasing to be a
Qualified Employee . A Participant who, during a Plan Year,
terminates his or her employment with all Employers or is
determined by the Administrative Committee to have otherwise ceased
to be a Qualified Employee is not eligible for further
deferral credits for the remainder
of the Plan Year in which such termination or determination occurs,
and any related deferral election the Participant has made for the
remainder of such Plan Year shall be terminated. If a
Participant is no longer eligible to defer compensation under this
Plan, the Participant’s Account shall continue to be governed
by the terms of this Plan until such time as the
Participant’s Account Balance is paid in accordance with the
terms of this Plan.
2.6
Condition of
Participation . Each Qualified Employee, as a condition
of participation, is bound by all of the terms and conditions of
the Plan and the Plan Rules, including but not limited to the
reserved right of the Company to amend or terminate the Plan, and
must furnish to the Administrative Committee such pertinent
information as the Administrative Committee or Plan Rules may
require.
2.7
Termination of
Participation . A Participant or Beneficiary will cease
to be such as of the date on which his or her entire Account
Balance has been distributed.
ARTICLE 3
Deferral
Elections
3.1
Minimum
Deferrals .
(a)
Covered
Compensation .
For each full Plan Year, a Participant may elect to defer the
payment of his or her Base Salary, Bonus, Commissions or LTIP
Amount, or any two or more of the foregoing components of Covered
Compensation, by any one percent increment from one percent to a
maximum percentage specified in Section 3.2. The percentage
so elected for Base Salary will automatically apply to the
Participant’s Base Salary as adjusted from time to
time. The Participant may also elect to defer any dollar
amount of any component of Covered Compensation, in even $1,000
increments, so long as the total amount deferred will not, in any
case, exceed the applicable maximum percentage specified in Section
3.2. For an election to be effective, the following minimum
annual deferral amounts must be attained for each component of
Covered Compensation to be deferred for a Plan Year:
|
Deferral
|
|
Minimum Amount
|
|
|
Base Salary
|
|
$
|
3,000
|
|
|
Bonus
|
|
$
|
3,000
|
|
|
Commissions
|
|
$
|
3,000
|
|
|
LTIP Amount
|
|
$
|
3,000
|
|
If the Administrative Committee
determines, prior to the beginning of a Plan Year, that a
Participant has made an election with respect to any component of
Covered Compensation for less than the stated minimum annual
deferral amount, or if no election is made, the amount deferred for
that component of Covered Compensation shall be zero. If the
Administrative Committee determines at any time before a Bonus,
Commission or LTIP Amount would otherwise be paid that a
Participant has deferred less than the stated minimum amount for
that component of Covered Compensation for the applicable Plan
Year, the amount deferred for that component shall be
zero.
(b)
Short Plan Year
. If a Qualified Employee
first becomes eligible to participate in the Plan after the first
day of a Plan Year, the applicable minimum annual deferral amounts
for such Plan Year shall in each case be an amount equal to the
minimum amount set forth in Section 3.1(a), multiplied by a
fraction, the numerator of which is the number of complete months
remaining in the Plan Year after the Qualified Employee first
becomes eligible to participate in the Plan and the denominator of
which is 12.
(c)
Revocation or Suspension of
Election . No deferral elections with respect to
Base
Salary, Bonus, Commissions or LTIP
Amounts may be revoked after the last day by which they must be
received by the Administrative Committee to be effective, subject
to the ability of a Participant to suspend deferrals as provided in
Sections 8.1 or 10.2. In addition, deferrals will be
suspended to the extent necessary for the Employer to comply with
the hardship withdrawal provisions of such Employer’s 401(k)
plan.
3.2
Maximum
Deferral .
(a)
Covered
Compensation .
For each full Plan Year, a Participant may elect to defer Base
Salary, Bonus, Commissions, and/or LTIP Amount up to the following
maximum percentages for each deferral elected:
|
Deferral
|
|
Maximum Percentage
|
|
|
Base Salary
|
|
75
|
%
|
|
Bonus
|
|
100
|
%
|
|
Commissions
|
|
100
|
%
|
|
LTIP Amount
|
|
100
|
%
|
(b)
Short Plan Year
. If a Qualified Employee
first becomes eligible to participate in the Plan after the first
day of a Plan Year, the applicable maximum annual deferral amounts
for such Plan Year shall, in each case, be limited to (i) the
amount of Covered Compensation payable to the Participant with
respect to services rendered to Employers after the date the
Qualified Employee becomes a Participant, multiplied by (ii) the
applicable percentage specified in the table in Section
3.2(a).
3.3
Elections to be
Made .
(a)
First Plan Year
. In connection with a
Participant’s commencement of participation in the Plan, the
Participant shall make the following elections:
(i)
an election, as described in Section
3.1(a), as to the amount of each component of Covered Compensation
payable with respect to services performed during the Plan Year in
which the Participant commences participation in the Plan that is
to be deferred;
(ii)
an election, as described in Section
7.1(a), as to whether the Participant wishes to receive a Scheduled
Distribution of some or all of the Covered Compensation to be
deferred for the Plan Year in which the Participant commences
participation in the Plan;
(iii)
a one-time, irrevocable election, as
described in Section 7.2(b), as to the manner in which the
Participant will receive his or her Retirement Benefit;
(iv)
a one-time, irrevocable election, as
described in Section 7.3(b), as to the manner in which the
Participant will receive his or her Termination Benefit;
(v)
a one-time, irrevocable election, as
described in Section 7.4(b), as to the manner in which the
Participant will receive his or her Disability Benefit;
(vi)
a one-time, irrevocable election, as
described in Section 7.6(a), as to whether the Participant will
receive a Change in Control Benefit;
(vii)
a one-time, irrevocable election, as
described in Sections 16.8(a), (b) and (e), as to whether the
Participant will defer the commencement of benefit payments as
provided in those Sections; and
(viii)
such other elections as the
Administrative Committee deems necessary or desirable under the
Plan.
For any election to be valid, the
election must be completed by the Participant, timely submitted to
the Administrative Committee (in accordance with Section 2.2 above)
and accepted by the Administrative Committee.
(b)
Subsequent Plan
Years . For
each succeeding Plan Year, each Participant shall make a deferral
election as to the amounts of Base Salary, Bonus, Commissions
and/or LTIP Amounts payable with respect to services rendered
during such Plan Year, an election with respect to a Scheduled
Distribution of some or all of the Covered Compensation to be
deferred for such Plan Year, and such other elections as the
Administrative Committee deems necessary or desirable under the
Plan. Such elections shall be made by timely submitting a new
election to the Administrative Committee, in accordance with Plan
Rules, before the end of the Plan Year preceding the Plan Year for
which the election is made. If no such election is timely
submitted for a Plan Year, the Covered Compensation to be deferred
shall be zero for that Plan Year.
ARTICLE 4
Crediting and Vesting of
Contributions to a Participant’s Account
4.1
Participant
Accounts . The Administrative Committee will
establish and maintain an Account for each Participant to evidence
amounts credited with respect to the Participant pursuant to
Articles 4 and 5. If a Participant defers Covered
Compensation from more than one Employer, the Administrative
Committee will establish a separate Account for the Participant
with respect to each such Employer. A Participant’s
Account may include a Cash Subaccount and a Share Subaccount.
A Participant’s Cash Subaccount may include a Deferral and
Matching Subaccount, a Scheduled Distribution Subaccount and a
Company Contribution Subaccount. A Participant’s Share
Subaccount may include a Deferral Subaccount and a Scheduled
Distribution Subaccount.
4.2
Withholding and Crediting of
Covered Compensation . For each Plan Year, deferrals of Base
Salary shall be withheld from each regularly scheduled Base Salary
payroll in equal amounts, as adjusted from time to time for
increases and decreases in Base Salary. Deferrals of Bonus,
Commissions and/or LTIP Amount shall be withheld at the time the
Bonus, Commissions or LTIP Amount is or otherwise would be paid to
the Participant, whether or not this occurs or would occur during
the Plan Year to which these amounts relate. Deferral of an
LTIP Amount that is payable in Shares will be credited to the
Participant’s Share Subaccount (and specifically to the
Deferral Subaccount, if one is established) at the time such
amounts would otherwise have been paid to the Participant.
Deferred amounts of Covered Compensation other than amounts
described in the preceding sentence will be credited to a
Participant’s Cash Subaccount (and specifically to the
Deferral and Matching Subaccount, if one is established) at the
time such amounts would otherwise have been paid to the
Participant.
4.3
Company Contribution
Amount . For any Plan Year, an Employer may, in
its sole discretion, credit any amount to the Company Contribution
Subaccount of any Participant who has elected to defer Covered
Compensation hereunder for that Plan Year, and any amount so
credited shall be for that Participant the Company Contribution
Amount for that Plan Year. The amount, if any, so credited to
a Participant’s Account for a Plan Year will be determined by
the Compensation Committee in the case of the Company, or by the
Board of any other Employer, and may be smaller (including zero) or
larger than the amount credited to any other Participant. The
Company Contribution Amount described in this Section 4.3, if any,
shall be credited on a date or dates to be determined by the
applicable Employer.
4.4
Company Matching
Amount . If a matching contribution is made on
behalf of a Participant for any Plan Year pursuant to an applicable
401(k) Plan, and if that Participant has elected to defer Covered
Compensation hereunder for that Plan Year, then the
Participant’s Deferral and Matching Subaccount will be
credited with an amount equal to the amount, if any, by which (i)
the amount of the matching contribution that would have been
allocated to such Participant’s matching account under the
401(k) Plan for the Plan Year but for the deferrals made pursuant
to this Plan exceeds (ii) the amount of the matching contribution
actually allocated to such Participant’s 401(k) Plan account
for the Plan Year. The amount of any such credit shall be for
that Participant the Company Matching
Amount for that Plan Year. Any
Company Matching Amount so credited to the Account of a Participant
under this Plan for any Plan Year shall be credited on a date or
dates to be determined by the Employer.
4.5
Company Profit Sharing
Amount . If a profit sharing contribution is made
on behalf of a Participant for any Plan Year pursuant to the Profit
Sharing Plan, and if that Participant has elected to defer Covered
Compensation hereunder for that Plan Year, then the
Participant’s Deferral and Matching Subaccount will be
credited with an amount equal to the amount, if any, by which (i)
the amount of the profit sharing contribution that would have been
allocated to his or her account under the Profit Sharing Plan for
that Plan Year but for deferrals made pursuant to this Plan exceeds
(ii) the amount of the profit sharing contribution actually
allocated to his or her account under the Profit Sharing Plan for
such Plan Year. The amount of any such credit shall be for
that Participant the Company Profit Sharing Amount for that Plan
Year. Any Company Profit Sharing Amount so credited to the
Account of a Participant under this Plan for any Plan Year shall be
credited on a date or dates to be determined by the
Employer.
4.6
Crediting of Amounts after
Benefit Distribution . Notwithstanding any provision in this
Plan to the contrary, should the complete distribution of a
Participant’s vested Account Balance occur prior to the date
on which any portion of the Covered Compensation that a Participant
has elected to defer in accordance with Section 3.3 would otherwise
be credited to the Participant’s Account, such amount shall
not be credited to the Participant’s Account, but shall be
paid to the Participant in a single lump sum cash payment as soon
as administratively practicable after such amount would otherwise
have been credited to the Participant’s Account.
4.7
Vesting
.
(a)
A Participant shall at all times be
100% vested in his or her Deferral and Matching Subaccount,
Deferral Subaccount and Scheduled Distribution
Subaccount.
(b)
Subject to Section 4.7(c), a
Participant shall become vested in his or her Company Contribution
Amount for any Plan Year, together with Investment Credits thereon,
on the basis of the number of years (consecutive 12 month periods)
that have passed since the Company Contribution Amount was credited
to the Participant’s Account, so long as the Participant is
an Employee of an Employer as of the last day of each such 12-month
period. Such vesting shall occur in accordance with the
following schedule:
|
Years Since Company Contribution
Amount Was Credited
|
|
Vested Percentage
|
|
|
Less than 1 year
|
|
0
|
%
|
|
1 year or more, but less than
2
|
|
33
|
%
|
|
2 years or more, but less than
3
|
|
66
|
%
|
|
3 years or more
|
|
100
|
%
|
(c)
Subject to Section 4.7(d), in the
event of a Change in Control, or upon a Participant’s
Disability or death while employed by an Employer, a
Participant’s Company Contribution Subaccount shall
immediately become 100% vested.
(d)
The vesting schedule for a
Participant’s Company Contribution Subaccount shall not be
accelerated upon a Change in Control to the extent that the
Administrative Committee determines that such acceleration would
cause the deduction limitations of Section 280G of the Code to
become effective.
(e)
Section 4.7(d) shall not prevent the
acceleration of the vesting schedule applicable to a
Participant’s Company Contribution Subaccount if such
Participant is entitled to a payment to eliminate the effect of the
Code section 4999 excise tax pursuant to any separate agreement
entered into between such Participant and his or her
Employer.
ARTICLE 5
Investment
Credits
5.1
Cash
Subaccounts .
(a)
Designation of Measurement
Funds . The
Administrative Committee will designate two or more Measurement
Funds that will serve as the basis for determining Investment
Credits to a Participant’s Cash Subaccount. The
Administrative Committee may, from time to time, designate
additional Measurement Funds or eliminate any previously designated
Measurement Funds. The designation or elimination of a
Measurement Fund pursuant to this Section 5.1(a) is not a Plan
amendment. The Administrative Committee will not be
responsible in any manner to any Participant, Beneficiary or other
person for any damages, losses, liabilities, costs or expenses of
any kind arising in connection with any designation or elimination
of a Measurement Fund.
(b)
Participant
Direction . A
Participant must direct the manner in which amounts credited to his
or her Cash Subaccount pursuant to Article 4 will be allocated
among and deemed to be invested in the Measurement Funds designated
pursuant to Section 5.1(a). Such allocation and investment
directions shall be submitted to the Administrative Committee in
the form and manner established by Plan Rules. If a
Participant fails to direct the manner in which amounts credited to
his or her Cash Subaccount will be deemed to be invested, his or
her Cash Subaccount Balance will automatically be allocated to and
deemed invested in the Measurement Fund specified in Plan
Rules. Amounts will be deemed to be invested in accordance
with the Participant’s direction on or as soon as
administratively practicable after the date the amounts are
credited to the Participant’s Cash Subaccount.
(c)
Change in Direction for
Account Balances and Future Credits . A Participant may, at any time, direct a
change in the manner in which future credits to his or her Cash
Subaccount pursuant to Article 4 will be, or his or her existing
Account Balance is, allocated among and deemed to be invested in
the Measurement Funds designated pursuant to Section 5.1(a).
Any such direction may be made separately for an existing Cash
Subaccount Balance and for future amounts to be credited to a Cash
Subaccount. Any change in allocation and investment direction
shall be submitted to the Administrative Committee in the form and
manner established by Plan Rules, and will be effective as soon as
reasonably practicable after receipt of the election by the
Administrative Committee.
(d)
Change in Direction for
Existing Cash Subaccount Balance . In providing any direction described in
Sections 5.1(b) and (c), the Participant shall specify on the
election form, in increments of one percent (1%), the percentage of
his or her Cash Subaccount Balance or of future credits to his or
her Cash Subaccount, as applicable, to be allocated/reallocated to
each Measurement Fund. Any such direction will remain in
effect until the Participant subsequently submits a properly
completed new election form to the Administrative
Committee.
(e)
Account
Adjustment . As
of the close of business on each day on which trading occurs on the
NASDAQ Stock Market, the Administrative Committee will cause each
Participant’s Cash Subaccount Balance to be adjusted (upward
or downward) to reflect the investment performance, since the last
adjustment, of the Measurement Funds among which the Cash
Subaccount Balance has been allocated and hypothetically
invested.
5.2
Share
Subaccounts .
(a)
Dividends
. As of the first day of the calendar quarter
following the date on which dividends are paid on Shares, a
Participant’s Deferral and Matching Subaccount will be
credited with the dollar amount of the dividends that would have
been payable to the Participant if the number of Share Units
credited to the Participant’s Share Subaccount on the record
date for such dividend payment had been Shares registered in the
name of such Participant.
(b)
Adjustments
. In the event of a reorganization,
recapitalization, stock split, stock dividend, coordination of
shares, merger, consolidation, rights offering or any other change
in the Company’s corporate structure or Shares, the
Administrative Committee will make such adjustment, if any, as the
Administrative Committee may deem appropriate in the number and
kind of Share Units credited to Share Subaccounts.
5.3
No Actual
Investment .
The Measurement Funds and Share Units are to be used only for
record-keeping purposes to adjust a Participant’s Account
Balance, and nothing contained in this Plan or done in accordance
with the terms of this Plan shall be considered or construed in any
manner as an actual investment of a Participant’s Account
Balance in any such Measurement Fund or Share Units. A
Participant’s Account Balance will at all times be a
bookkeeping entry only and will not represent any investment made
on his or her behalf by any Employer or the Trust; the Participant
shall at all times remain an unsecured creditor of the applicable
Employer. If any Employer or the Trustee decides to invest
funds in any or all of the investments on which the Measurement
Funds or Share Units are based, or in any comparable investments,
no Participant shall have any rights in or to such investments
themselves.
5.4
Participant
Responsibilities . Each Participant is solely responsible
for any and all consequences of his or her investment directions
made pursuant to this Article 5. Neither any Employer, any of
its directors, officers or employees, the Compensation Committee
nor the Administrative Committee has any responsibility to any
Participant or other person for any damages, losses, liabilities,
costs or expenses of any kind arising in connection with any
investment direction made by a Participant pursuant to this Article
5.
ARTICLE 6
FICA and Other
Taxes
6.1
Deferred and Matching
Amounts . For
each Plan Year in which Covered Compensation is being deferred by a
Participant, and for each Plan Year in which a Company Matching
Amount and/or a Company Profit Sharing Amount is credited to a
Participant’s Account, the Employer(s) shall withhold from
that portion of the Participant’s Covered Compensation that
is not being deferred, in a manner determined by the Employer(s),
the Participant’s share of FICA and other employment taxes on
such deferred and credited amounts. If necessary, the
Administrative Committee may reduce the amount of Covered
Compensation that is deferred in order to comply with this Section
6.1.
6.2
Company
Contributions .
When a Participant becomes vested in a portion of his or her
Company Contribution Subaccount, the applicable Employer(s) shall
withhold from the portion of the Participant’s Covered
Compensation that is not being deferred, in a manner determined by
the Employer(s), the Participant’s share of FICA and other
employment taxes on such vested amount.
6.3
Distributions
. The applicable Employer(s),
or the Trustee, shall withhold from any distributions made to a
Participant under this Plan all federal, state and local income,
employment and other taxes required to be withheld by the
Employer(s) in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Employer(s)
and the Trustee.
ARTICLE 7
Distributions of Amounts
Credited to Plan Accounts
7.1
Scheduled
Distributions .
(a)
Electing a Scheduled
Distribution .
Subject to Section 7.1(c), in connection with each annual election
to defer Covered Compensation, a Participant may irrevocably elect
to receive a Scheduled Distribution from the Plan with respect to
all or a portion of the amount of Covered Compensation to be
deferred for such Plan Year. The Scheduled Distribution with
respect to a particular Plan Year shall be a single lump sum
payment in an amount that is equal to the balance in the Scheduled
Distribution Subaccount applicable to that Plan Year, calculated as
of the close of business on the January 1 on which the Scheduled
Distribution becomes payable. Each Scheduled Distribution
elected shall be paid out during a 60 day period commencing
immediately after the January 1 payable date designated by the
Participant. The January 1 payable date designated by the
Participant must be at least three Plan Years after the end of the
Plan Year to which the Participant’s deferral election
described in this Section 7.1(a) relates. By way of example,
if a Scheduled Distribution is elected for Covered Compensation
payable with respect to services performed in the Plan Year
commencing January 1, 2005, the Scheduled Distribution could
first become payable on January 1, 2009 and would be paid out
during the 60 day period immediately thereafter.
(b)
Postponing Scheduled
Distributions .
Subject to Section 7.1(c), a Participant may make a one-time
election to postpone any Scheduled Distribution described in
Section 7.1(a) above, and have such amount paid out in a single
lump sum payment during a 60 day period commencing immediately
after an allowable alternative distribution payable date designated
by the Participant in accordance with this Section 7.1(b). In
order to make this one-time election, the Participant must submit a
new Scheduled Distribution election form to the Administrative
Committee in accordance with the following criteria:
(i)
Such election form must be submitted
to and accepted by the Administrative Committee at least 12 months
prior to the Participant’s previously designated Scheduled
Distribution payable date;
(ii)
The new Scheduled Distribution
payable date selected by the Participant must be a January 1 at
least five years after the previously designated Scheduled
Distribution payable date; and
(iii)
The election of the new Scheduled
Distribution payable date will not be effective until 12 months
after the date on which the election is made.
(c)
Other Distributions Take
Precedence . If
a Participant becomes entitled to the distribution of his or her
Account under Sections 7.2, 7.3, 7.4, 7.5 or 7.6 prior to such
Participant’s Scheduled Distribution payable date, such
Participant’s Scheduled Distribution shall not be paid in
accordance with Section 7.1(a) or (b), but the balance in the
Scheduled Distribution Subaccount will be distributed in accordance
with the other applicable Section in this Article 7.
7.2
Retirement
Benefit .
(a)
Amount of Retirement
Benefit . A Participant who Retires shall receive,
as a Retirement Benefit, his or her vested Account Balance,
calculated as of the close of business on the Participant’s
Benefit Distribution Date.
(b)
Payment of Retirement
Benefit . A
Participant, in connection with his or her initial commencement of
participation in the Plan, shall irrevocably elect in the form
and
manner prescribed by Plan Rules to
receive his or her Retirement Benefit in a single lump sum payment
or pursuant to the Annual Installment Method for up to 15
years. If a Participant does not make any election with
respect to the payment of his or her Retirement Benefit, then such
Participant shall be deemed to have elected to receive the
Retirement Benefit in a single lump sum payment. The single
lump sum payment shall be made, or installment payments shall
commence, no later than 60 days after the Participant’s
Benefit Distribution Date. Remaining installments, if any,
shall be paid no later than 60 days after each anniversary of the
Participant’s Benefit Distribution Date.
7.3
Termination Benefit .
(a)
Amount of
Termination
Benefit . A
Participant who experiences a Termination of Employment shall
receive, as a Termination Benefit, his or her vested Account
Balance, calculated as of the close of business on the
Participant’s Benefit Distribution Date.
(b)
Payment of Termination
Benefit . A
Participant, in connection with his or her initial commencement of
participation in the Plan, shall irrevocably elect in the form and
manner prescribed by Plan Rules to receive the Termination Benefit
in a single lump sum payment or pursuant to the Annual Installment
Method for up to 5 years. If a Participant does not make any
election with respect to the payment of the Termination Benefit,
then such Participant shall be deemed to have elected to receive
the Termination Benefit in a single lump sum payment. The
single lump sum payment shall be made, or installment payments
shall commence, no later than 60 days after the
Participant’s Benefit Distribution Date. Remaining
installment payments, if any, shall be paid no later than 60 days
after each anniversary of the Participant’s Benefit
Distribution Date.
7.4
Disability Benefit .
(a)
Amount of Disability
Benefit . Upon
a Participant’s Disability, the P
