Exhibit 10.9
SUNOCO, INC.
EXECUTIVE RETIREMENT
PLAN
(amended and restated effective
June 1, 2008)
ARTICLE I
Definitions
1.01 95% Withdrawal - shall
have the meaning set forth herein at
Section 6.04(c).
1.02 Actuarial Equivalent -
shall mean, except as otherwise provided in this Section, a benefit
of equivalent value to the benefit which would otherwise have been
provided to the Participant, determined on the same basis as
determined under the Sunoco, Inc. Retirement Plan. Notwithstanding
the preceding sentence, for purposes of determining the Actuarial
Equivalent lump-sum value for payment of benefits under
Section 3.09, the mortality table described in Treasury
Regulation Section 1.417(e)-1(d)(2) and the applicable
interest rate described in Treasury Regulation
Section 1.417(e)-1(d)(3) as specified for the second month
preceding the calendar quarter in which the annuity starting date
occurs shall be used . For purposes of determining the
lump-sum Actuarially Equivalent value of retirement income pursuant
to Section 3.02, 3.03, 3.04, 3.05, 3.07 or 3.08, the value of
early retirement and survivor benefits under the Plan shall be
reflected in such lump-sum amounts.
1.03 Affiliated Company -
shall mean:
(a) Any corporation which is
included within a “controlled group of corporations”
within which Sunoco, Inc., is also included as determined under
Section 1563 of the Internal Revenue Code of 1986 without
regard to subsections (a)(4) and (e)(3)(C) of said
Section 1563;
(b) Any other trades or businesses
(whether or not incorporated) which, based on principles similar to
those defining a “controlled group of corporations” for
purposes of (a) above, are under common control;
and
(c) Any other organization so
designated by the Board Committee.
1.04 Affiliated Company
Benefit - shall mean the monthly amount of benefit (or the
Actuarial Equivalent of such benefit) to which a Participant and/or
Spouse is or was entitled under any qualified or nonqualified
defined contribution or defined benefit plan that is or was
maintained by an Affiliated Company as the primary source of
employer-provided retirement income for participants of such plan,
including the Base Plan, calculated without reduction for any
offsets for pensions payable by employers not affiliated with
Sunoco, Inc.; provided, however , that in the case of a
defined contribution plan, the value of such benefit will be
determined based on the aggregate contributions made on behalf of
the Participant (whether or not subsequently withdrawn by the
Participant), accumulated at a rate or rates of interest as
determined by the Plan Administrator, which determination will be
made in a uniform and consistent manner.
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1.05 Base Plan - shall mean
the Sunoco, Inc. Retirement Plan.
1.06 Beneficiary - shall mean
the person or persons, other than a contingent annuitant,
designated by a Participant or retired Participant pursuant to
Article IV.
1.07 Board of Directors -
shall mean the Board of Directors of Sunoco, Inc.
1.08 Board Committee - shall
mean those individual members of the Board of Directors who have
been appointed by the Board of Directors with the powers and
responsibilities specified in Article VIII and to which has been
delegated any fiduciary responsibilities of the Board of Directors
with respect to the Plan.
1.09 Business Combination -
shall have the meaning set forth herein at
Section 1.10(c).
1.10 Change in Control -
shall mean the occurrence of any of the following
events:
(a) The acquisition by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (1) the then-outstanding shares of common stock of
Sunoco, Inc. (the “Outstanding Company Common Stock”)
or (2) the combined voting power of the then-outstanding
voting securities of Sunoco, Inc. entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however , that, for purposes
of this Section (a), the following acquisitions shall not
constitute a Change in Control: (A) any acquisition directly
from Sunoco, Inc., (B) any acquisition by Sunoco, Inc.,
(C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Sunoco, Inc. or any company
controlled by, controlling or under common control with Sunoco,
Inc., or (D) any acquisition by any entity pursuant to a
transaction that complies with Sections (c)(1), (c)(2) and (c)(3)
of this definition;
(b) Individuals who, as of
January 1, 2005, constitute the Board of Directors (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board of Directors; provided,
however , that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the
shareholders of Sunoco, Inc., was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors;
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(c) Consummation of a
reorganization, merger, statutory share exchange or consolidation
or similar corporate transaction involving Sunoco, Inc. or any of
its subsidiaries, a sale or other disposition of all or
substantially all of the assets of Sunoco, Inc., or the acquisition
of assets or stock of another entity by Sunoco, Inc. or any of its
subsidiaries (each, a “Business Combination”), in each
case unless, following such Business Combination, (1) all or
substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as
a result of such transaction, owns Sunoco, Inc. or all or
substantially all of the assets of Sunoco, Inc. either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be,
(2) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related
trust) of Sunoco, Inc. or such corporation resulting from such
Business Combination or any of their respective subsidiaries)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then-outstanding shares of common stock of the
corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of
such corporation, except to the extent that such ownership existed
prior to the Business Combination, and (3) at least a majority
of the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board of Directors providing for
such Business Combination; or
(d) Approval by the shareholders of
Sunoco, Inc. of a complete liquidation or dissolution of Sunoco,
Inc.
1.11 Change in Control
Election - shall have the meaning set forth in
Section 6.04(b).
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1.12 Chief Executive Officer
Participant - shall mean the Chief Executive Officer of Sunoco,
Inc. on January 1, 2003.
1.13 Company - shall mean
Sunoco, Inc., and any Affiliated Company.
1.14 Credited Service -
subject to the limitations hereinafter described, shall mean the
following:
(a) For an Executive Participant,
the actual amount, in completed years and months, of the
Participant’s Service at the date of termination of Executive
status; and
(b) For a Principal Officer
Participant, the actual amount, in completed years and months, of
the Participant’s Executive Service; and
(c) For a Participant retiring on or
before January 1, 2003, an additional one month for each full
year of such Service completed at the time the determination is
being made; provided, however, that:
(1) the maximum number of months
credited under this provision will be thirty-six (36);
(2) when the Participant attains his
62nd birthday, the number of months credited under this provision
will automatically become thirty-six (36), regardless of the length
of the Participant’s Service; and
(3) after the Participant’s
62nd birthday, the number of months credited under this provision
will be reduced from month to month so that at any time a
determination is being made, the maximum number of months credited
under this provision will not exceed the number of months remaining
until the Participant’s 65th birthday.
Credited Service will not include
any periods of employment with an Affiliated Company before or
after it becomes or ceases to be an Affiliated Company. For
purposes of determining benefits, each completed month of Service
shall equal 1/12 of one year of Service.
1.15 Earnings - shall mean
the sum of:
(a) base salary paid or payable to a
Participant by Sunoco, Inc. or an Affiliated Company;
and
(b) the actual incentive awards
granted to a Participant pursuant to the Sunoco, Inc. Executive
Incentive Plan (the “EIP”) or the equivalent thereof
pursuant to an incentive plan sponsored by Sunoco, Inc. or an
Affiliated Company.
1.16 Effective Date - shall
mean January 1, 1980, and as to any amendment or restatement,
the effective date specified by the Board of Directors.
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1.17 Employee - shall mean
any individual who is employed by Sunoco, Inc. or an Affiliated
Company.
1.18 Exchange Act - shall
mean the Securities Exchange Act of 1934, as amended.
1.19 Executive - shall mean
any Employee who is employed by the Company as a Principal Officer,
or in a job which, in accordance with the Company’s job
evaluation program, has been assigned 1400 or more Hay
points.
1.20 Executive Participant -
shall mean an Employee who became a Participant before
January 1, 2003.
1.21 Executive Service -
shall mean that part of a Participant’s Service rendered
while he was an Executive; provided, however, that in the case of a
Principal Officer Participant, Executive Service shall include only
that part of a Participant’s Service rendered while he was a
Principal Officer. In the case of a Participant who is not an
Executive or a Principal Officer, Executive Service shall include
all periods of participation pursuant to designation by the Board
Committee.
1.22 Final Average Earnings -
shall mean the arithmetic monthly average of the
Participant’s aggregate Earnings during the thirty-six
(36) calendar months of the last 120-consecutive calendar
month period of Service immediately preceding the earlier of actual
retirement or Termination Date (or the actual number of such months
if less than thirty-six (36)) which produces the highest
average).
1.23 Incumbent Board - shall
have the meaning set forth herein at
Section 1.10(b).
1.24 Just Cause - shall mean,
for any Participant who is a participant in the Sunoco, Inc.
Special Executive Severance Plan, “Just Cause” as
defined in such plan, and for any other Participant:
(a) the willful and continued
failure of the Participant to perform substantially the
Participant’s duties with the Company (other than any such
failure resulting from incapacity due to physical or mental illness
or following notice of employment termination by the Participant
pursuant to Section 1.37), after a written demand for
substantial performance is delivered to the Participant by the
Board of Directors or any employee of the Company with supervisory
authority over the Participant that specifically identifies the
manner in which the Board of Directors or such supervising employee
believes that the Participant has not substantially performed the
Participant’s duties, or
(b) the willful engaging by the
Participant in illegal conduct or gross misconduct that is
materially and demonstrably injurious to the Company.
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1.25 Nonaffiliated Employer
Benefit - shall mean the monthly amount of benefit, payable at
the Participant’s Normal Retirement Date (or the Actuarial
Equivalent of such benefit) to which a Participant and/or Spouse is
or was entitled as a result of prior employment with any employer
other than Sunoco, Inc. or an Affiliated Company under all
qualified and nonqualified defined benefit retirement plans that
are or were maintained by such employer.
1.26 Normal Retirement Date -
shall mean the first day of the calendar month coincident with or
next following the Participant’s 65th birthday.
1.27 Outstanding Company Common
Stock - shall have the meaning set forth herein at
Section 1.10(a).
1.28 Outstanding Company Voting
Securities - shall have the meaning set forth herein at
Section 1.10(a).
1.29 Participant - shall mean
any Employee who is a Participant in the Sunoco, Inc. Retirement
Plan , who has not waived his rights to participate in this
Plan, and who is either:
(a) a Principal Officer;
or
(b) an Executive who was
participating in the Plan on January 1, 2003; or
(c) designated as a Participant by
the Board Committee.
Except as provided in Sections 6.01,
6.02 or 6.04, if any Participant ceases to be a Principal Officer,
or an Executive, he will thereupon cease to be a Participant
(unless otherwise designated by the Board Committee), and will
forfeit all rights to benefits under this Plan.
1.30 Person - shall have the
meaning set forth herein at Section 1.10(a).
1.31 Plan - shall mean the
Sunoco, Inc. Executive Retirement Plan as set forth in this
document and as it may from time to time be amended.
1.32 Plan Administrator -
shall mean the individual or entity designated as such by the Board
Committee pursuant to Article VIII.
1.33 Plan Year - shall mean
the annual period beginning on January 1 of any year and
ending on the following December 31.
1.34 Preretirement Spouse’s
Death Benefit - shall mean the benefit payable upon the
Participant’s death to the Spouse of a Participant pursuant
to Section 5.01.
1.35 Principal Officer -
shall mean the President, Chief Operating Officer and Chief
Executive Officer of Sunoco, Inc., Executives reporting directly to
the President, Chief Operating Officer or Chief Executive Officer
of Sunoco, Inc., and any other Executive designated by the Board
Committee as being a Principal Officer.
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1.36 Principal Officer
Participant - shall mean a Principal Officer who becomes a
Participant on or after January 1, 2003.
1.37 Qualifying Termination -
shall mean, with respect to the employment of any Participant who
is a participant in the Sunoco, Inc. Special Executive Severance
Plan, a “Qualifying Termination” as defined in such
plan, and with respect to the employment of any other Participant,
the following:
(a) a termination of employment by
the Company within two (2) years after a Change in Control,
other than for Just Cause, death or disability;
(b) a termination of employment by
the Participant within two (2) years after a Change in Control
for one or more of the following reasons:
(1) the assignment to such
Participant of any duties inconsistent in a way significantly
adverse to such Participant, with such Participant’s
positions, duties, responsibilities and status with the Company
immediately prior to the Change in Control, or a significant
reduction in the duties and responsibilities held by the
Participant immediately prior to the Change in Control, in each
case except in connection with such Participant’s termination
of employment by the Company for Just Cause; or
(2) a reduction by the Company in
the Participant’s combined annual base salary and guideline
(target) bonus as in effect immediately prior to the Change in
Control; or
(3) the Company requires the
Participant to be based anywhere other than the Participant’s
present work location or a location within thirty-five
(35) miles from the present location; or the Company requires
the Participant to travel on Company business to an extent
substantially more burdensome than such Participant’s travel
obligations during the period of twelve (12) consecutive
months immediately preceding the Change in Control;
provided, however,
that in the case of any such
termination of employment by the Participant under this
subparagraph (b), such termination shall not be deemed to be a
Qualifying Termination unless the termination occurs within 120
days after the occurrence of the event or events constituting the
reason for the termination; or
(c) before a Change in Control, a
termination of employment by the Company, other than a termination
for Just Cause, or a termination of employment by the Participant
for one of the reasons set forth in (b) above, if the affected
Participant can demonstrate that such termination or circumstance
in (b) above leading to the termination:
(1) was at the request of a third
party with which the Company had entered into negotiations or an
agreement with regard to a Change in Control; or
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(2) otherwise occurred in connection
with a Change in Control;
provided, however
, that in either such case, a Change
in Control actually occurs within one (1) year following the
Employment Termination Date.
1.38 Service - shall mean the
completed years and months of an Employee’s employment by
Sunoco, Inc. or an Affiliated Company, whether or not
continuous.
1.39 Social Security Benefit
- shall mean the Primary Insurance Amount to which a Participant
becomes entitled at age sixty-five (65) under Social Security
legislation in effect on the earliest of his Normal Retirement
Date, early retirement date or Termination Date.
1.40 Specified Employee -
shall mean those Participants who are Executive Resource Employees
(employees in Grades 14 and above designated by the Company as
members of the Company’s Executive Resource group), pursuant
to the election of an alternative method specified in Treasury
Regulation Sections 1.409A-1(i)(5) and 1.409A-1(i)(8).
1.41 Spouse - shall mean the
individual who is the legally married husband or wife of a
Participant.
1.42 Statutory Benefit -
shall mean the monthly amount of any benefit (or the Actuarial
Equivalent of such benefit) from any country other than the United
States to which a Participant, upon proper application, is or would
be entitled.
1.43 Sunoco, Inc. - shall
mean Sunoco, Inc. or any corporation which succeeds to the position
of Sunoco, Inc. as common parent of the Sunoco Affiliated Group,
within the meaning of regulations issued under the Internal Revenue
Code.
1.44 Termination Date - shall
mean the date on which a Participant separates from service as
defined in Section 409A and the regulations promulgated
thereunder. Notwithstanding the foregoing, pursuant to Treasury
Regulation Section 1.409A-1(h)(1)(ii), where it is reasonably
anticipated that there will be a permanent reduction in the level
of bona fide services of the Participant after a certain date to
49% or less of the average level of bona fide services performed by
the Participant during the immediately preceding 12 months, such
Participant shall be treated for purposes of this Plan as having on
such date a termination of employment and a separation from
service.
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ARTICLE II
Contributions
2.01 Employer Contributions .
All benefits payable under this Plan will be paid by the Company. A
Participant will have no right, title, or interest whatsoever in or
to any investments which the Company may make to aid in meeting
such obligations as may arise under the Plan. Nothing contained in
the Plan, nor any action taken pursuant to its provisions, will
create or be construed to create a trust or a fiduciary
relationship between the Company and any Participant or any other
person. To the extent that any person acquires a right to benefits
under this Plan, such right will be no greater than the right of an
unsecured general creditor of the Company. All payments to be made
under the Plan will be paid from the general funds of the Company
and no special or separate fund will be established and no
segregation of assets will be made to assure payment of such
amounts.
2.02 Participant
Contributions . No contributions by Participant will be
required or permitted under this Plan.
2.03 Expenses of
Administration . All expenses of administering this Plan will
be paid by the Company.
ARTICLE III
Retirement
Benefits
3.01 Normal Retirement .
Except as provided in Section 3.06, each Participant will be
retired on his Normal Retirement Date.
3.02 Normal Retirement Income
– Principal Officer Participants . A Principal Officer
Participant who retires on or after his Normal Retirement Date and
after the completion of five years of Executive Service will be
entitled to a monthly normal retirement income, payable in the
normal form of payment pursuant to Section 3.09, equal to
(a) reduced by (b):
(a) 2.25% of his Final Average
Earnings multiplied by his Executive Service;
(b) the sum of:
(1) 100% of his Affiliated Company
Benefit, plus
(2) 100% of his Statutory
Benefit;
provided , however, that the monthly normal
retirement income that a Principal Officer Participant would
otherwise be entitled to receive under Section 3.02(a) shall
not exceed 50% of his Final Average Earnings.
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3.03 Normal Retirement Income
– Executive Participants . An Executive Participant who
retires on or after his Normal Retirement Date and after the
completion of five years of Executive Service will be entitled to a
monthly normal retirement income, payable in the normal form of
payment pursuant to Section 3.09, equal to the greater of
(a) or (b), reduced by (c):
(a) a monthly normal retirement
income, payable in the normal form of payment pursuant to
Section 3.09, equal to 2.25% of his Final Average Earnings
multiplied by his Executive Service; provided ,
however, that the benefit that an Executive Participant
would otherwise be entitled to receive under this
Section 3.03(a) (before reduction for any Affiliated Company
Benefit or Statutory Benefit under Section 3.03(c)) shall not
exceed fifty percent (50%) of his Final Average Earnings;
or
(b) subject to the provisions of
Sections 3.04 and 3.05, the excess of (1) over (2),
where:
(1) equals the sum of:
(a) 1-2/3% of his Final Average
Earnings multiplied by his Credited Service up to a maximum of 30
years, plus
(b) 3/4% of his Final Average
Earnings multiplied by his Credited Service in excess of 30 years,
and
(2) equals 1-2/3% of his Social
Security Benefit multiplied by his Service up to a maximum of 30
years;
(c) the sum of:
(1) 100% of his Affiliated Company
Benefit (determined as of the annuity starting date of the benefit
payable under Section 3.03(a) or Section 3.03(b) above),
plus
(2) 100% of his Statutory
Benefit;
3.04 Maximum Normal Retirement
Income – Executive Participants . The monthly normal
retirement income which an Executive Participant would otherwise be
entitled to receive under Section 3.03(b) will not exceed
fifty percent (50%) of his Final Average Earnings.
3.05 Minimum Normal Retirement
Income – Executive Participants . Notwithstanding the
foregoing, the monthly normal retirement income which an Executive
Participant would otherwise be entitled to receive under
Section 3.03 will not be less than the excess of (a) over
(b), where
(a) equals 3-1/3% of his Final
Average Earnings multiplied by his Credited Service up to a maximum
of twelve (12) such years, and
(b) equals the sum of:
(1) 100% of his Affiliated Company
Benefit,
(2) 100% of his Nonaffiliated
Employer Benefit, plus
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(3) 100% of his Statutory
Benefit.
3.06 Early Retirement Date .
A Participant will be eligible to retire on an early retirement
date which will be the first day of any calendar month coincident
with or next following his 55th birthday if he has then completed
at least five (5) years of Executive Service.
3.07 Early Retirement Income
. The monthly early retirement income payable to the Participant
commencing on his early retirement date will be equal to the
monthly normal retirement income that would otherwise be applicable
under Sections 3.02, 3.03, 3.04 and 3.05, adjusted as
follows:
(a) The amount calculated in
Sections 3.02(a) and 3.03(a) will be reduced by 5/12% for each full
month by which actual retirement precedes the Normal Retirement
Date by more than three (3) years.
(b) The Social Security Benefit
referred to in Section 3.03(b)(2) will be determined by
projecting the Participant’s Service to his Normal Retirement
Date and assuming constant Earnings, at his last rate in effect, to
Normal Retirement Date, and will then be multiplied by a fraction,
the numerator of which will be his Service to the date of actual
retirement and the denominator of which will be his projected
Service to Normal Retirement Date.
(c) The amount calculated in
Sections 3.03(b)(1), 3.04 and 3.05 will be reduced by 5/12% for
each full month by which actual retirement precedes the Normal
Retirement Date by more than five (5) years, and the offset
for Social Security Benefits calculated in Section 3.03(b)(2)
will be reduced by 7/12% for each full month that actual retirement
precedes the Normal Retirement Date during the five-year period
immediately preceding the Normal Retirement Date, and 7/24% for
each full month that actual retirement precedes the Normal
Retirement Date by more than five (5) years.
(d) In determining the benefit
payable under this Section 3.07, any Affiliated Company
Benefit will be the amount payable as of the annuity starting date
of the early retirement income payable hereunder.
3.08 Special Retirement Income
– Chief Executive Officer Participant . The Chief
Executive Officer Participant will be entitled to benefits under
this Section 3.08 if such benefits are greater than the
benefits payable pursuant to Sections 3.02, 3.03, 3.04, 3.05 or
3.07, and benefits under this Section 3.08 are payable in the
normal form of payment pursuant to Section 3.09. The Chief
Executive Officer Participant who retires on or after his Normal
Retirement Date with ten years of Executive Service will be
entitled to a monthly special retirement income equal to 60% of his
Final Average Earnings. The monthly special retirement income of a
Chief Executive Officer Participant
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who retires before his Normal Retirement Date
with ten years of Executive Service will be the amount determined
in the preceding sentence reduced by 5/12% for each month that his
Termination Date precedes his Normal Retirement Date. The benefit
payable under this Section 3.08 shall be reduced by the
Affiliated Company Benefit determined as of the annuity starting
date of the benefit payable under this Section 3.08. If
benefits are payable under this Section 3.08, no benefits will
be payable to the Chief Executive Officer Participant under
Sections 3.02, 3.03, 3.04, 3.05 or 3.07.
3.09 Normal Form of Benefit .
Except as provided in Article IV, retirement benefits under this
Plan will be in the form of a lump sum payment of the Actuarial
Equivalent of the retirement income determined under Sections 3.02,
3.03, 3.04, 3.05, 3.07 and 3.08, whichever is applicable. For
purposes of determining the lump sum Actuarial Equivalent of
retirement income pursuant to Sections 3.02, 3.03, 3.04, 3.05, 3.07
and 3.08, the value of early retirement and survivor benefits under
the Plan shall be reflected in such lump sum amounts.
3.10 Time of Payment . The
following provisions are effective January 1, 2005.
(a) The payment of a
Participant’s retirement benefits shall be made or commence
on the first day of the month following the Termination Date,
except as provided in Section 3.10(b).
(b) Payment of any retirement
benefits (that are deferred compensation for purposes of Code
Section 409A) to any Participant who is a Specified Employee
shall be made as follows. Retirement benefits that are scheduled to
be paid for the period which begins on such Participant’s
Termination Date and ends on the date six months from such
Participant’s Termination Date, shall not be paid as
scheduled, but shall be accumulated and paid in a lump sum on the
date six months after the Participant’s Termination Date.
Simple interest will be paid on retirement income delayed hereunder
from the date such payments would have been made to the Participant
but for this subsection (b), to the date of actual payment, at the
interest rate used to determine Actuarial Equivalent lump sum
payments under the Plan as of the Participant’s Termination
Date.
3.11 Increase in Monthly
Benefits . Effective July 1, 1998, the monthly benefits
of
(a) retirees who retired prior to
January 1, 1981, as a result of normal retirement under
Section 3.01 or early retirement under
Section 3.06,
(b) surviving Spouses, contingent
annuitants or Beneficiaries of the retirees described in subsection
3.10(a) who are receiving benefits on July 1, 1998,
or
(c) surviving Spouses who began
receiving surviving Spouse’s benefits under Article V prior
to January 1, 1990, shall be increased by the amount
determined in the following sentence, subject, however, to the
limitation that the combined increases under the Base Plan and the
Plan effective July 1, 1998, shall not exceed
$85.00.
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The monthly benefit increase shall
be the excess of the sum of twenty percent (20%) of the
combined monthly benefit under the Base Plan and the Plan up to
$250.00, ten percent (10%) of the combined monthly benefit
under the Base Plan and the Plan in excess of $250.00 up to
$500.00, three percent (3%) of the combined monthly benefit
under the Base Plan and the Plan in excess of $500.00 up to
$750.00, and one percent (1%) of the combined monthly benefit
under the Base Plan and the Plan in excess of $750.00 up to $1,000,
over the monthly benefit increase effective July 1, 1998 under
the Base Plan. Benefits payable on account of disability shall not
be increased. Fifty percent (50%) of these retiree benefit
increases shall be continued to the surviving Spouse; provided,
however , that any such increases in retirement income shall
not be subject to adjustments in effect at the time of the election
or retirement reflecting the cost of benefit increases under this
Section.
ARTICLE IV
Optional Forms of Retirement
Income
4.01 Election of an Optional Form
of Payment . The provisions of this Section 4.01 are
effective January 1, 2005 for elections of optional forms of
payment under Article IV, except as otherwise provided herein, and
all elections under Sections 4.02 through 4.05 are subject to the
provisions of this Section 4.01.
(a) With respect to retirement
benefits accrued prior to January 1, 2005 that are not
deferred compensation for purposes of Code Section 409A, not
later than thirty (30) days prior to a Participant’s
retirement date, a Participant may elect, in lieu of the normal
form of retirement benefits, an optional form of retirement income.
A Participant may not change or revoke an elected option unless
such change is made thirty (30) days prior to the
Participant’s retirement date. Each election, designation and
revocation of an option will be made in writing and in conformity
with such rules as may be prescribed by the Plan Administrator.
Notwithstanding the foregoing, a Spouse may not elect an optional
form of receiving any benefit payable under Article V.
(b) With respect to retirement
benefits that are accrued prior to January 1, 2005 and are
deferred compensation for purposes of Code Section 409A, and
with respect to retirement benefits accrued between
