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ROCK-TENN COMPANY SUPPLEMENTAL RETIREMENT SAVINGS PLAN

Employee Benefits Plan Agreement

ROCK-TENN COMPANY

                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN
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ROCK-TENN COMPANY

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Title: ROCK-TENN COMPANY SUPPLEMENTAL RETIREMENT SAVINGS PLAN
Governing Law: Georgia     Date: 2/9/2006
Industry: Paper and Paper Products     Sector: Basic Materials

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<PAGE>
                                                                    Exhibit 10.4

                                ROCK-TENN COMPANY

                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN

                                                             AMENDED AND RESTATED
                                                       EFFECTIVE JANUARY 1, 2006

<PAGE>

                                ROCK-TENN COMPANY
                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN

     Effective as of the 1st day of January, 2006, Rock-Tenn Company (the
"Controlling Company") hereby amends and restates the Rock-Tenn Company
Supplemental Retirement Savings Plan (the "Plan").

                             BACKGROUND AND PURPOSE

          A. Background. The Plan was initially adopted effective as of May 15,
2003. Effective January 1, 2006, the Plan, as set forth in this document, is
intended and should be construed as a restatement and continuation of the Plan
as previously in effect.

          B. Goal. The Controlling Company desires (i) to provide its designated
key management employees (and those of its affiliated companies that participate
in the Plan) with an opportunity to defer the receipt and income taxation of a
portion of such employees' annual base salary and other designated payments, and
(ii) to provide certain of such employees with additional deferred compensation
as the Controlling Company and/or certain other participating companies may
determine.

          C. Purpose. The purpose of the Plan document is to set forth the terms
and conditions pursuant to which these deferrals and contributions may be made
and to describe the nature and extent of the employees' rights to such amounts.

          D. Type of Plan. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who are
within a select group of key management or highly compensated employees. Except
with regard to amounts that were earned and vested prior to January 1, 2005, it
is intended that this Plan comply with the requirements of Section 409A of the
Internal Revenue Code 1986, as amended.

                             STATEMENT OF AGREEMENT

          To amend and restate the Plan with the purposes and goals as
hereinabove described, the Controlling Company hereby sets forth the terms and
provisions of the Plan as follows:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                             ----
<S>                                                                          <C>
ARTICLE I DEFINITIONS....................................................       1
   1.1     Account........................................................       1
   1.2     Administrative Committee.......................................       1
   1.3     Beneficiary....................................................       1
   1.4     Board..........................................................       1
   1.5     Code...........................................................       1
   1.6     Compensation...................................................       1
   1.7     Compensation Committee.........................................       1
   1.8     Controlled Group...............................................       1
   1.9     Controlling Company............................................       1
   1.10    Deferral Contributions.........................................       1
   1.11    Deferral Election..............................................       2
   1.12    Effective Date.................................................       2
   1.13    Eligible Employee..............................................       2
   1.14    ERISA..........................................................       2
   1.15    Financial Hardship.............................................       2
   1.16    Investment Election............................................       3
   1.17    Investment Funds...............................................       3
   1.18    Key Employee...................................................       3
   1.19    Nonpayment Period..............................................       3
   1.20    Participant....................................................       4
   1.21    Participating Company..........................................       4
   1.22    Plan...........................................................       4
   1.23    Plan Year......................................................       4
   1.24    RTS Controlled Group...........................................       4
   1.25    Surviving Spouse...............................................       4
   1.26    Trust or Trust Agreement.......................................       4
   1.27    Trustee........................................................       4
   1.28    Trust Fund.....................................................       4
   1.29    Valuation Date.................................................       4

ARTICLE II ELIGIBILITY AND PARTICIPATION.................................       5
   2.1     Eligibility....................................................       5
   2.2     Procedure for Admission........................................       5
   2.3     Cessation of Eligibility.......................................       5
       (a)    Cessation of Eligible Status................................       5
       (b)    Inactive Participant Status.................................       5

ARTICLE III PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING..............       6
   3.1     Participants' Accounts.........................................       6
       (a)    Establishment of Accounts...................................       6
       (b)     Nature of Contributions and Accounts........................       6
       (c)    Several Liabilities.........................................       6
       (d)    General Creditors...........................................       6
</TABLE>


                                         i

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<TABLE>
<S>                                                                          <C>
   3.2     Deferral Contributions.........................................       6
   3.3     Procedure for Elections........................................       7
       (a)    Effective Date..............................................       7
       (b)    Term........................................................       7
       (c)    Amount......................................................       7
       (d)    Revocation..................................................       7
       (e)    Crediting of Deferred Compensation..........................       8
   3.4     Debiting of Distributions......................................        8
   3.5     Crediting of Earnings..........................................       8
   3.6     Vesting........................................................       8
   3.7     Notice to Participants of Account Balances.....................       8
   3.8      Good Faith Valuation Binding...................................       8
   3.9     Errors and Omissions in Accounts...............................       9

ARTICLE IV INVESTMENT FUNDS..............................................      10
   4.1     Selection by Administrative Committee..........................      10
   4.2     Participant Direction of Deemed Investments....................      10
       (a)    Nature of Participant Direction.............................      10
       (b)    Participant Elections.......................................      10
       (c)    Administrative Committee Discretion.........................      10

ARTICLE V PAYMENT OF ACCOUNT BALANCES....................................      11
   5.1     Benefit Payments Upon Termination of Service for Reasons
          Other Than Death...............................................      11
       (a)    General Rule Concerning Benefit Payments....................      11
       (b)    Timing of Distribution......................................      11
   5.2     Form of Distribution...........................................      12
       (a)    Single-Sum Payment..........................................      12
       (b)    Quarterly Installments......................................      12
        (c)    Changing Form of Distribution...............................      12
   5.3     Death Benefits.................................................      12
   5.4     Hardship Distributions.........................................      13
   5.5     Beneficiary Designation........................................      13
       (a)    General.....................................................      13
       (b)    No Designation or Designee Dead or Missing..................      13
   5.6     Taxes..........................................................      14
   5.7     Offset of Benefit by Amounts Owed to the Controlling Company...      14

ARTICLE VI CLAIMS........................................................      15
   6.1     Rights.........................................................      15
   6.2     Initial Claim..................................................      15
   6.3     Appeal.........................................................      15
   6.4     Satisfaction of Claims.........................................      16

ARTICLE VII SOURCE OF FUNDS; TRUST.......................................      17
   7.1     Source of Funds................................................      17
   7.2     Trust..........................................................      17
       (a)    Establishment...............................................      17
       (b)    Distributions...............................................      17
       (c)    Status of the Trust.........................................      17
   7.3     Controlling Company Guaranty...................................      17
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                          <C>
       (a)    Obligation Parameters.......................................      17
       (b)    Limit on Controlling Company's Obligation...................      18
       (c)    Nature of Obligation........................................      18
   7.4     Plan Expenses..................................................      18

ARTICLE VIII ADMINISTRATIVE COMMITTEE....................................      19
   8.1     Action.........................................................      19
   8.2     Rights and Duties..............................................      19
   8.3     Compensation, Indemnity and Liability..........................      20

ARTICLE IX AMENDMENT AND TERMINATION.....................................      21
   9.1     Amendments.....................................................      21
   9.2     Termination of Plan............................................      21

ARTICLE X MISCELLANEOUS..................................................      23
   10.1    Taxation.......................................................      23
   10.2    No Employment Contract.........................................      23
   10.3    Headings.......................................................      23
   10.4    Gender and Number..............................................      23
   10.5    Assignment of Benefits.........................................      23
   10.6    Legally Incompetent............................................      24
   10.7    Governing Law..................................................      24

EXHIBIT A PARTICIPATING COMPANIES........................................     A-1
EXHIBIT B SENIOR EXECUTIVE SUBPLAN.......................................     B-1
</TABLE>


                                      iii

<PAGE>

                                    ARTICLE I
                                    DEFINITIONS

          For purposes of the Plan, the following terms, when used with an
initial capital letter, will have the meaning set forth below unless a different
meaning plainly is required by the context.

     1.1 Account means, with respect to a Participant or Beneficiary, the total
dollar amount or value evidenced by the last balance posted and actually
credited in accordance with the terms of the Plan to the account record
established for such Participant or Beneficiary.

     1.2 Administrative Committee means the committee appointed by the
Compensation Committee to administer the Plan, as provided in Article VIII;
provided, if for any period of time the Compensation Committee has not
specifically appointed any individuals to serve as members of the Administrative
Committee with respect to all or any portion of the Plan, the members of the
Compensation Committee shall serve as the Administrative Committee with respect
to the Plan or such portion of the Plan during such period.

     1.3 Beneficiary means, with respect to a Participant, the person(s)
designated or identified in accordance with Section 5.5 to receive any death
benefits that may be payable under the Plan upon the death of the Participant.

     1.4 Board means the Board of Directors of the Controlling Company.

     1.5 Code means the Internal Revenue Code of 1986, as amended.

     1.6 Compensation means, except as otherwise provided on an exhibit to the
Plan, with respect to an employee for a Plan Year, such employee's base pay for
such Plan Year as determined by the Administrative Committee, including any
portion of such base pay that is deferred under the Plan or under a Code Section
401(k) plan or Code Section 125 plan maintained by a Participating Company but
excluding any portion of such base pay that is paid or made available to the
employee during the Plan Year while he is not an active Participant.

     1.7 Compensation Committee means the Compensation Committee of the Board.

     1.8 Controlled Group means all of the companies that are either (i) members
of the same controlled group of corporations [within the meaning of Code Section
414(b)] or (ii) under common control [within the meaning of Code Section 414(c)]
with the Controlling Company.

     1.9 Controlling Company means Rock-Tenn Company.

     1.10 Deferral Contributions mean, for each Plan Year, that portion of a
Participant's Compensation deferred under the Plan pursuant to Section 3.2.


                                        1

<PAGE>

     1.11 Deferral Election means, except as otherwise provided on an exhibit to
the Plan, a written, electronic or other form of election pursuant to which a
Participant may elect to defer under the Plan a portion of his Compensation.

     1.12 Effective Date means January 1, 2006, the date that this restatement
of the Plan generally will be effective. The Plan was initially effective as of
May 15, 2003.

     1.13 Eligible Employee means, for a Plan Year or portion of a Plan Year, a
member of a select group of highly compensated or key management employees who
is selected by the Administrative Committee or the Compensation Committee, on
either an individual or group basis, as eligible to participate in the Plan. In
general, the Administrative Committee will determine, based on annualized data
for a portion of one Plan Year, (i) which employees of members of the Controlled
Group will be highly compensated employees under Code Section 414(q) for the
next Plan Year and (ii) which of the employees who are so determined to be
highly compensated employees will be eligible to make Deferral Contributions
and, therefore, actively participate in the Plan for such next Plan Year. In
addition, the Compensation Committee may designate any other key management or
highly compensated employees as eligible to actively participate in the Plan or
any portion thereof for a Plan Year or any portion thereof.

     1.14 ERISA means the Employee Retirement Income Security Act of 1974,
as amended.

     1.15 Financial Hardship means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of the Participant's dependent [as defined in Code Section
152(a)], loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Financial Hardship will be determined by
the Administrative Committee on the basis of the facts of each case, including
information supplied by the Participant in accordance with uniform guidelines
prescribed from time to time by the Administrative Committee; provided, the
Participant will be deemed not to have a Financial Hardship to the extent that
such hardship is or may be relieved:

          (a) Through reimbursement or compensation by insurance or otherwise;

          (b) By liquidation of the Participant's assets, to the extent the
liquidation of assets would not itself cause severe financial hardship; or

          (c) By cessation of deferrals under the Plan.

Examples of what are not considered to be unforeseeable emergencies include the
need to send a Participant's child to college or the desire to purchase a home.
Notwithstanding anything in the foregoing to the contrary, Financial Hardships
shall be limited to circumstances constituting "unforeseeable emergencies" under
Code Section 409A.


                                        2

<PAGE>

     1.16 Investment Election means an election, made in such form as the
Administrative Committee may direct, pursuant to which a Participant may elect
the Investment Funds in which the amounts credited to his Account will be deemed
to be invested.

     1.17 Investment Funds mean the investment funds selected from time to time
by the Administrative Committee for purposes of determining the rate of return
on amounts deemed invested pursuant to the terms of the Plan.

     1.18 Key Employee means an employee defined in Code Section 416(i) and the
regulations promulgated thereunder [without regard to Code Section 416(i)(5)].
Generally, a Key Employee for a Plan Year means an employee, former employee or
deceased employee who, at any time during the 12-month period ending on the
September 30 immediately preceding the first day of such Plan Year, was either:

          (a) An officer of a member of the Controlled Group having combined
annual Compensation from all members of the Controlled Group greater than
$130,000 [or such other amount as is applicable for the Plan Year under Code
Section 416(i)(1)(A)(i)]; provided, no more than 50 employees (or, if lesser,
the greater of 10 percent of all employees of a member of the Controlled Group
or 3) shall be treated as officers of a member of the Controlled Group;

          (b) A 5-percent owner [or constructive owner within the meaning of
Code Section 318, as modified by Code Section 416(i)(1)(B)(iii)] of a member of
the Controlled Group; or

          (c) A 1-percent owner (or constructive owner within the meaning of
Code Section 318, as modified by Code Section 416(i)(1)(B)(iii) and the
regulations promulgated thereunder) of a member of the Controlled Group having a
combined annual Compensation from all members of the Controlled Group of more
than $150,000.

Notwithstanding anything herein to the contrary, for purposes of determining
whether an employee is a Key Employee, "Compensation" means (i) all amounts that
are wages within the meaning of Code Section 3401(a) and all other payments of
compensation to such employee by a member of the Controlled Group (in the course
of the member's trade or business) for which the member of the Controlled Group
is required to furnish the employee a written statement under Code Sections
6041(d), 6051(a)(3) and 6052 (i.e., all amounts reportable by the member of the
Controlled Group on IRS Form W-2); provided, such amounts shall be determined
without regard to any rules that limit the remuneration included in wages based
on the nature or location of employment or the services performed [such as the
exception for agricultural labor in Code Section 3401(a)(2)]; plus (ii) any
elective deferral [as defined in Code Section 402(g)(3)], and any amount which
is contributed or deferred by a member of the Controlled Group at the election
of the employee and which is not includible in the gross income of the employee
by reason of Code Section 125, 457 or 132(f)(4), including any amounts not
available to an employee in cash in lieu of group health coverage because the
employee is unable to certify that he has other health coverage.

     1.19 Nonpayment Period has the meaning set forth in Section 7.3(a).


                                        3

<PAGE>

     1.20 Participant means any person who has been admitted to, and has not
been removed from, participation in the Plan pursuant to the provisions of
Article II.

     1.21 Participating Company means all members of the Controlled Group that
have employees who are Participants (whether active or inactive) in the Plan.
The Administrative Committee may specify such Participating Companies on Exhibit
A hereto.

     1.22 Plan means the Rock-Tenn Company Supplemental Retirement Savings Plan,
as contained herein and all amendments hereto. For tax purposes and purposes of
Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred
compensation plan covering certain designated employees who are within a select
group of key management or highly compensated employees.

     1.23 Plan Year means the 12-consecutive-month period ending on December 31
of each year.

      1.24 RTS Controlled Group means RTS Packaging, LLC and all of the companies
that are either (i) members of the same controlled group of corporations [within
the meaning of Code Section 414(b)] or (ii) under common control [within the
meaning of Code Section 414(c)] with RTS Packaging, LLC.

     1.25 Surviving Spouse means, with respect to a Participant, the person who
is treated as married to such Participant under the laws of the state in which
the Participant resides. The determination of a Participant's Surviving Spouse
will be made as of the date of such Participant's death.

     1.26 Trust or Trust Agreement means the separate agreement or agreements
between the Controlling Company and the Trustee governing the Trust Fund, and
all amendments thereto.

     1.27 Trustee means the party or parties so designated from time to time
pursuant to the terms of the Trust Agreement.

     1.28 Trust Fund means the total amount of cash and other property held by
the Trustee (or any nominee thereof) at any time under the Trust Agreement.

     1.29 Valuation Date means each day of the Plan Year on which the Plan's
recordkeeper and the Trustee are each open to the public for business, or such
other date(s) determined by the Administrative Committee in its sole discretion.


                                        4

<PAGE>

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

     2.1 Eligibility.

          Except as otherwise provided on an exhibit to the Plan, each
individual who is an Eligible Employee as of the first day of a Plan Year will
be eligible to participate in the Plan for the entire Plan Year. Such
individual's participation will become effective as of the first day of such
Plan Year (assuming he satisfies the procedures for admission described below).

     2.2 Procedure for Admission.

          Each Eligible Employee will become a Participant by completing such
forms and providing such data in a timely manner, as are required by the
Administrative Committee as a precondition of participation in the Plan. Such
forms and data may include, without limitation, a Deferral Election, the
Eligible Employee's acceptance of the terms and conditions of the Plan, and the
designation of a Beneficiary or Beneficiaries to receive any death benefits
payable hereunder.

     2.3 Cessation of Eligibility.

          (a) Cessation of Eligible Status. An employee will cease active
participation in the Plan if, as of any day during a Plan Year, he separates
from service with all members of the Controlled Group, in which case his
deferrals under the Plan will cease.

          (b) Inactive Participant Status. Even if his active participation in
the Plan ends, an employee will remain an inactive Participant in the Plan until
the earlier of (i) the date the full amount of his vested Account (if any) is
distributed from the Plan, or (ii) the date he again becomes an Eligible
Employee and recommences active participation in the Plan. During the period of
time that an employee is an inactive Participant in the Plan, his Account will
continue to be credited with earnings and/or losses as provided for in Section
3.5.


                                        5

<PAGE>

                                   ARTICLE III
                  PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING

     3.1 Participants' Accounts.

          (a) Establishment of Accounts. The Administrative Committee will
establish and maintain an Account on behalf of each Participant. To the extent
provided herein, each Account will be credited with (i) Deferral Contributions,
and (ii) earnings attributable to such Deferral Contributions, and will be
debited by (A) losses attributable to such Deferral Contributions, and (B) the
amount of all distributions. Each Account of a Participant will be maintained
until the vested value thereof has been distributed to or on behalf of such
Participant or his Beneficiary or Beneficiaries.

          (b) Nature of Contributions and Accounts. The amounts credited to a
Participant's Account will be represented solely by bookkeeping entries. Except
as provided in Article VII, no monies or other assets will actually be set aside
for such Participant, and all payments to a Participant or Beneficiary under the
Plan will be made from the general assets of the Participating Companies.

          (c) Several Liabilities. Each Participating Company will be severally
(and not jointly) liable for the payment of benefits under the Plan in an amount
equal to all undistributed Deferral Contributions withheld from Participant's
Compensation paid or payable by each such Participating Company, as adjusted for
earnings and/or losses pursuant to Section 3.5. The Administrative Committee
will allocate the total liability to pay benefits under the Plan among the
Participating Companies pursuant to this formula, and the Administrative
Committee's determination will be final and binding.

          (d) General Creditors. Any assets which may be acquired by a
Participating Company in anticipation of its obligations under the Plan will be
part of the general assets of such Participating Company. A Participating
Company's obligation to pay benefits under the Plan constitutes a mere promise
of such Participating Company to pay such benefits, and a Participant or
Beneficiary will have and maintain no more rights than those of an unsecured,
general creditor of such Participating Company.

     3.2 Deferral Contributions.

          Except as provided on a exhibit to the Plan, each Eligible Employee
who is or becomes eligible to participate in the Plan for a Plan Year may elect
to have Deferral Contributions made on his behalf for such Plan Year by
completing and delivering to the Administrative Committee (or its designee) a
Deferral Election setting forth the terms of his election. Subject to the terms
and conditions set forth below, a Deferral Election will provide for the
reduction of an Eligible Employee's Compensation in each regular paycheck
payable during the Plan Year for which the Deferral Election is in effect.


                                        6

<PAGE>

     3.3 Procedure for Elections. Except as otherwise provided on an exhibit to
the Plan and subject to any modifications, additions or exceptions that the
Administrative Committee, in its sole discretion, deems necessary, appropriate
or helpful, the following terms will apply to Deferral Elections:

          (a) Effective Date. A Participant's Deferral Election with respect to
his Compensation for any Plan Year will be effective for the first regular
paycheck that (i) is paid after the date the Deferral Election is submitted and
becomes effective and (ii) relates to a payroll period ending no earlier than
the last day of the immediately preceding Plan Year. To be effective, a
Participant's Deferral Election must be made before the first day of the Plan
Year for which Deferral Contributions will be made or at such earlier time as
the Administrative Committee may prescribe. If an Eligible Employee fails to
submit a Deferral Election in a timely manner, he will be deemed to have elected
not to participate in the Plan for that Plan Year.

          (b) Term. A Participant's Deferral Election will remain in effect only
for the Plan Year for which it is effective and will terminate on the earliest
of (i) the date the Participant ceases to be an active Participant, (ii) the
date the Participant's Deferral Election is revoked (as provided in subsection
(d) hereof), or (iii) the date on which is made the last payment of Compensation
relating to a payroll period ending prior to the last day of the Plan Year for
which the Deferral Election is effective. If a Participant is transferred from
the employment of one Participating Company to the employment of another
Participating Company, his Deferral Election with the first Participating
Company will remain in effect and will apply to his Compensation from the second
Participating Company until the earlier of those events set forth in the
preceding sentence.

          (c) Amount. A Participant may elect to defer his Compensation payable
in each regular paycheck in 1 percent increments, up to a maximum of 75 percent
of his Compensation; provided, no Participant shall be permitted to defer more
than $9,300 of his Compensation in any Plan Year; and, provided, further, the
Administrative Committee may establish other maximum percentages and or amounts
from time to time.

          (d) Revocation.

               (i) Automatic Revocation. If (i) a Participant receives a
     hardship distribution from any Code Section 401(k) plan maintain by a
     member of the Controlled Group, and (ii) the terms of such Code Section
     401(k) plan provide for the suspension of elective contributions, such
     Participant's Deferral Election shall automatically be revoked and such
     Participant shall be prohibited from making Deferral Contributions for the
     period during which elective contributions are suspended under the terms of
     such Code Section 401(k) plan. A Participant whose Deferral Election is
     revoked may enter into a new Deferral Election with respect to his
     Compensation for any subsequent Plan Year by making such Deferral Election
     in accordance this Section and Section 3.2; provided, such Deferral
     Election shall become effective no earlier than the end of the suspension
     period provided under the terms of the applicable Code Section 401(k) plan.


                                        7

<PAGE>

               (ii) Voluntary Revocation. A Participant who has suffered a
     Financial Hardship during a Plan Year may revoke his Deferral Election for
     such Plan Year by delivering an application for revocation to the
     Administrative Committee, and such revocation will be effective as soon as
     practicable after the date of the Administrative Committee's decision, made
     in its sole discretion, that the Participant has suffered a Financial
     Hardship. A Participant who revokes his Deferral Election may enter into a
     new Deferral Election with respect to his Compensation for any subsequent
     Plan Year by making such Deferral Election in accordance this Section and
     Section 3.2.

          (e) Crediting of Deferred Compensation. For each Plan Year that a
Participant has a Deferral Election in effect, the Administrative Committee will
credit the amount of such Participant's Deferral Contributions to his Account
on, or as soon as practicable after, the Valuation Date on which such amount
would have been paid to him but for his election hereunder.

     3.4 Debiting of Distributions.

          As of each Valuation Date, the Administrative Committee will debit
each Participant's Account for any amount distributed from such Account since
the immediately preceding Valuation Date.

     3.5 Crediting of Earnings.

          As of each Valuation Date, the Administrative Committee will credit to
each Participant's Account the amount of earnings and/or losses applicable
thereto for the period since the immediately preceding Valuation Date, based on
the amount of the Participant's Account that was deemed invested in each
Investment Fund.

     3.6 Vesting.

          A Participant will at all times be fully vested in his Deferral
Contributions, as adjusted for earnings and/or losses pursuant to Section 3.5.

     3.7 Notice to Participants of Account Balances.

          At least once for each Plan Year, the Administrative Committee will
cause a written statement of a Participant's Account balance to be distributed
to the Participant.

     3.8 Good Faith Valuation Binding.

          In determining the value of the Accounts, the Administrative Committee
will exercise its best judgment, and all such determinations of value (in the
absence of bad faith) will be binding upon all Participants and their
Beneficiaries.


                                         8

<PAGE>

     3.9 Errors and Omissions in Accounts.

          If an error or omission is discovered in the Account of a Participant
or in the amount of a Participant's deferrals, the Administrative Committee, in
its sole discretion, will cause appropriate, equitable adjustments to be made as
soon as administratively practicable following the discovery of such error or
omission.


                                        9

<PAGE>

                                   ARTICLE IV
                                 INVESTMENT FUNDS

     4.1 Selection by Administrative Committee.

          From time to time, the Administrative Committee will select two or
more Investment Funds for purposes of determining the rate of return on amounts
deemed invested in accordance with the terms of the Plan. The Administrative
Committee may change, add or remove Investment Funds on a prospective basis at
any time(s) and in any manner it deems appropriate.

     4.2 Participant Direction of Deemed Investments.

           Each Participant generally may direct the manner in which his Account
will be deemed invested in and among the Investment Funds; provided, such
investment directions will be made in accordance with the following terms:

          (a) Nature of Participant Direction. The selection of Investment Funds
by a Participant will be for the sole purpose of determining the rate of return
to be credited to his Account, and will not be treated or interpreted in any
manner whatsoever as a requirement or direction to actually invest assets in any
Investment Fund or any other investment media. The Plan, as an unfunded,
nonqualified deferred compensation plan, at no time will have any actual
investment of assets relative to the benefits or Accounts hereunder.

          (b) Participant Elections. Each Participant may make an Investment
Election prescribing the percentage of his Account and/or future contributions
that will be deemed invested in each Investment Fund and may modify such
Investment Elections with respect to his existing Account and/or future
contributions as of any Valuation Date; provided, any such modification will be
effective after the Administrative Committee (or its designee) has a reasonable
opportunity to process such modification pursuant to such procedu


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