AFFILIATED COMPUTER SERVICES,
INC.
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.
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
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