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EXECUTIVE BENEFIT PLAN

Employee Benefits Plan Agreement

EXECUTIVE BENEFIT PLAN | Document Parties: AFFILIATED COMPUTER SERVICES INC You are currently viewing:
This Employee Benefits Plan Agreement involves

AFFILIATED COMPUTER SERVICES INC

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Title: EXECUTIVE BENEFIT PLAN
Governing Law: Texas     Date: 9/13/2005
Industry: Computer Services     Sector: Technology

EXECUTIVE BENEFIT PLAN, Parties: affiliated computer services inc
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Exhibit 10.15

AFFILIATED COMPUTER SERVICES, INC.

EXECUTIVE BENEFIT PLAN

ARTICLE I. INTRODUCTION

     1.1 Purpose of Plan. The purpose of this Plan is to provide certain executive benefits, including supplemental health benefits, physical examination benefits, estate planning benefits and income tax preparation benefits to certain executive officers of the Company and its Affiliates. This Plan is a restatement of the Affiliated Computer Services, Inc. Supplemental Executive Medical Reimbursement Plan and is effective as of January 1, 2002.

ARTICLE II. DEFINITIONS

     2.1 Administrator means the Company or such other person or committee as may be appointed by the Company to supervise the administration of the Plan.

     2.2 Affiliate means a company or business associated with the Company by ownership, including but not limited to a “controlled group member” within the meaning of Section 414 of the Code, an entity that is an affiliate for purposes of the rules of the Securities Exchange Commission, a joint venture or other entity designated as an Affiliate by the Company’s Chief Executive Officer.

     2.2 Basic Group Health Plan means the basic health plan that is sponsored by the Company in which the Participant has enrolled; provided that if a Participant has not enrolled in a basic health plan, the Basic Group Health Plan with respect to such Participant for purposes of this Plan shall be the Company’s High Value Medical and Value Dental Plans as in effect from time to time or such other plan as may be designated by the Company’s Chief Executive Officer.

     2.3 Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

     2.4 Company means Affiliated Computer Services, Inc., a Delaware corporation.

     2.5 Effective Date of the Plan, as amended and restated, means January 1, 2002.

     2.6 Eligible Employee means any person who is employed by the Company or an Affiliate as an executive (or any former executive officer) and who has been approved for participation in the Plan by the Company’s Chief Executive Officer.

     2.7 Named Fiduciary means the Administrator.

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     2.8 Participant means any Eligible Employee who participates in the Plan in accordance with Article III.

     2.9 Plan means the Affiliated Computer Services, Inc. Executive Benefit Plan as set forth herein, together with any and all amendments and supplements thereto.

     2.10 Plan Year means the 12 month period beginning on January 1 and ending on December 31 of each calendar year.

     A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise.

ARTICLE III. PARTICIPATION

     3.1 Commencement of Participation. Each Eligible Employee shall commence participation in the Plan upon his or her satisfaction of the eligibility requirements of the Plan, and at the designation of the Company’s Chief Executive Officer.

     3.2 Cessation of Participation. A Participant will cease to be a Participant as of the earlier of (a) the date on which the Plan terminates or (b) the date on which the Participant ceases to be an Eligible Employee. If a Participant ceases to be an Eligible Employee due to termination of the Eligible Employee’s employment, the Participant may be eligible for continuation coverage of the Plan’s supplemental health benefits and physical examination benefits under the COBRA provisions of the Basic Group Health Plan.

     3.3 Reinstatement of Former Participant. A former Participant will become a Participant again if and when he or she resumes employment as an Eligible Employee, and at the designation of the Company’s Chief Executive Officer.

ARTICLE IV. SUPPLEMENT HEALTH AND EXECUTIVE PHYSICAL BENEFITS

     4.1 Supplemental Health Benefits.

     (a) Supplemental Reimbursement Benefits. The benefits provided by this Section 4.1 of the Plan supplement the benefits available to Participants under the Basic Group Health Plan. Accordingly, subject to the provisions of Section 4.2, the Plan shall reimburse Participants for all expenses for health care incurred by each Participant and his or her dependents who are also covered under the Basic Group Health Plan. The Plan shall provide reimbursement for expenses not reimbursed under the Basic Group Health Plan (or any other group benefit plan sponsored by ACS or one of its subsidiaries or other affiliates) due to the application of deductibles, co-payments, and plan exclusions. The amount of Supplemental Reimbursement Benefits payable to each Participant shall not exceed the amount of the actual out-of-pocket expenses for health care incurred by the Participant. No

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amount shall be eligible for reimbursement as a Supplemental Reimbursement Benefit that is eligible for reimbursement by insurance or any source other than the Participant’s personal resources.

     (b) Premium Benefits. In addition to the foregoing, the Plan shall pay the entire amount of the premium otherwise due to be paid by each Eligible Employee for the coverage selected under the Basic Group Health Plan.

     (c) Taxation of Discriminatory Benefits. Certain supplemental health benefits provided under the Plan that are not also available under the Basic Group Health Plan may constitute discriminatory benefits within the meaning of Code Section 105(h). Such discriminatory benefits include premium benefits and supplemental reimbursement benefits payable due to the application of deductibles, co-payments and plan exclusions in the Basic Group Health Plan. In accordance with Code Section 105(h), the amount of all discriminatory benefits payable to, or on behalf of, a Participant will be treated by the Company as additional compensation income to the Participant in the year that such discriminatory benefits are paid.

     4.2 Supplemental Reimbursement Benefits Defined. Supplemental Reimbursement Benefits shall be paid with respect to the following amounts:

     (a) expenses for medical care (as defined in Section 213(d) of the Code), including without limitation expenses for vision care (including eye glasses, contacts and laser or similar eye correction procedures) and dental care (including orthodontia), for the Participant and his or her dependents who are covered under the Basic Group Health Plan: and

     (b) other medical, vision and dental care expenses incurred by or on behalf of the Participant for the Participant or any other person provided that the procedure or course of treatment has been approved in advance and in writing by the Company’s Chief Executive Officer.

     4.3 Executive Physical Examination Benefits. The Company shall pay the cost of one physical examination for each Participant each Plan Year performed by a Designated Physician or by any other license physician of the Participant’s choice. A “Designated Physician” is a physician or physician group designated by the Company’s Chief Executive Officer. The Company’s Chief Executive Officer may specify a maximum annual amount to be paid directly by this Plan for the physical examination for any Participant and, in the absence of the establishment of any such specified amount, the maximum annual amount that will be reimbursed by the Plan for a physical examination shall be one thousand dollars ($1,000).

The physician performing the physical examination, whether or not a Designated Physician, shall first file a claim for the costs of the physical examination with the Basic Group Health Plan. If a Designated Physician performs the physical examination, any amount not reimbursed by the Basic Group Health Plan shall be billed to the Company directly by the Designated Physician and the Company shall pay the Designated Physician directly for such costs. If the Designated Physician

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determines that the amount that will be billed directly to the Company (after payment by the Basic Group Health Plan) will or may exceed this maximum amount, the Designated Physician shall notify the affected Participant in advance of the estimated amount that will not be paid by the Company and the affected Participant shall be responsible for payment of such amount directly to the Designated Physician. If the physician performing the physical examination is not a Designated Physician, any amount not reimbursed by the Basic Group Health Plan shall be paid to the Designated Physician by the Participant and submitted by the Participant to the Company for reimbursement up to the maximum annual amount.

Notwithstanding anything to the contained herein, the Designated Physician shall not release an individual Participant’s examination results to the Company or any employee of the Company. It is the intention of the Company that the physical examination benefits not be taxable to the Participant, however, this result cannot be guaranteed. If such benefits are determined by the Company to be taxable to the Participant, the Company may deduct applicable income and employment taxes from other compensation paid to the Participant and otherwise treat such amounts as additional compensation to the Participant.

ARTICLE V. ESTATE PLANNING AND INCOME TAX PREPARATION BENEFITS

     5.1 Estate Planning Benefits. The Company shall pay the cost of estate planning services provided to a Participant by an attorney or a law firm designated by the Company’s Chief Executive Officer (“Designated Estate Planner”). The Company’s Chief Executive Officer may designate one or more Designated Estate Planners and may redesignate such Designated Estate Planners from time to time in his sole discretion. The Designated Estate Planner shall bill the Company directly for the cost of the estate planning services and the Company shall pay the Designated Estate Planner directly for such costs. The Company’s Chief Executive Officer may specify a maximum annual amount to be paid directly by this Plan for estate planning services for any Participant and shall notify the Designated Estate Planner of such amount prior to the beginning of the Plan Year. In the absence of a specified maximum annual amount, the costs of estate planning services shall not be subject to an annual maximum. If the Company’s Chief Executive Officer has specified an annual maximum amount and the Designated Estate Planner determines that the cost for the estate planning services to be provided for that Plan Year will or may exceed this maximum amount, the Designated Estate Planner shall notify the affected Participant in advance of the estimated amount that will not be paid by the Company and the affected Participant shall be responsible for payment of such amount. No amount shall be payable by the Company for estate planning services provided to a Participant other than by a Designated Estate Planner.

Notwithstanding anything to the contrary contained herein, the Designated Estate Planner shall not release to the Company any specific information regarding an individual Participant’s estate plan to the Company or any employee of the Company. It is the Company’s expectation that, in accordance with IRS rules, estate planning benefits provided under the Plan will be taxable compensation to the Participants. To the extent that such benefits are determined by the Company to be taxable to the Participant, the Company may deduct applicable income and employment taxes from other compensation paid to the Participant and otherwise treat such amounts as additional compensation to the Participant.

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     5.2 Income Tax Preparation Benefits. The Company shall pay the cost of income tax preparation services provided to a Participant by a CPA, accounting firm, law firm or similar tax preparer selected by the Participant up to a maximum amount of $1,000 per Plan Year (or such other amount as may be specified by the Company’s Chief Executive Officer from time to time in his sole discretion). The Participant shall pay the service provider for the cost of the income tax preparation work and submit the provider’s bill to the Company for reimbursement up to the maximum amount.

It is the Company’s expectation that, in accordance with IRS rules, income tax preparation benefits provided under the Plan will be taxable compensation to the Participants. To the extent that such benefits are determined by the Company to be taxable to the Participant, the Company may deduct applicable income and employment taxes from other compensation paid to the Participant and otherwise treat such amounts as additional compensation to the Participant.

ARTICLE VI. SOURCE OF FUNDING

     6.1 Company. All benefits provided under the Plan shall be funded through a trust or through the general assets of the Company.

     6.2 Eligible Employees. Contributions to the Plan by Eligible Employees shall neither be required nor permitted.

ARTICLE VII. ADMINISTRATION OF THE PLAN

     7.1 Plan Administrator. The administration of the Plan shall be under the supervision of the Administrator. It shall be a principal duty of the Administrator to see that the Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan without discrimination among them. The Administrator (or its designees as it related to functions designated by the Administrator) will have full power to administer the Plan in all of its details, subject to applicable requirements of law. For this purpose, the Administrator’s powers will include, but will not be limited to, the following authority, in addition to all other powers provided by the Plan:

     (a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan, including the establishment of any claims procedures that may be required by applicable provisions of law;

     (b) To interpret the Plan;

     (c) To decide all questions concerning the Plan, including without limitation questions related to the eligibility of any person to participate in the Plan;

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     (d) To appoint such agents, counsel, accountants, consultants and other persons as may be required to assist in administering the Plan; and

     (e) To allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, and such allocations, delegation or designation to be in writing.

     The decisions, interpretations, determinations and all other actions of the Administrator shall be made within his, her or its sole discretion and shall be reviewable, if at all, only for an abuse of the Administrator’s discretion under the arbitrary and capricious standard of review.

     7.2 Examination of Records. The Administrator will make available to each Participant such of his records under the Plan as pertain to him, for examination at reasonable times during normal business hours.

     7.3 Reliance on Tables, etc. In administering the Plan, the Administrator will be entitled to the extent permitted by law to rely conclusively on all tables, valuations, certificates, opinions and reports which are furnished by, or in accordance with the instructions of, accountants, counsel or other experts employed or engaged by the Administrator.

     7.4 Nondiscriminatory Exercise of Authority. Whenever, in the administration of the Plan, any discretionary action by the Administrator is required, the Administrator shall exercise its authority in a nondiscriminatory manner so that all Participants similarly situated will receive substantially the same treatment.

     7.5 Indemnification of Administrator. The Company agrees to indemnify and to defend to the fullest extent permitted by law any employee of the Company serving as the Administrator or as a member of a committee designated as Administrator (including any employee or former employee who formerly served as Administrator or as a member of such committee or any other person who is an employee of the Company or one of its subsidiaries or other affiliates who has been delegated any duties or responsibilities hereunder) against all liabilities, damages, costs and expenses (including atto


 
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