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EXHIBIT
10.76
SCRIPPS EXECUTIVE DEFERRED
COMPENSATION PLAN, AS AMENDED
Scripps Executive Deferred
Compensation Plan
Effective as of
July 1, 2008
TABLE OF
CONTENTS
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ARTICLE 1.
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AMENDMENTS TO COMPLY WITH CODE SECTION 409a AND EMPLOYEE
MATTERS AGREEMENT |
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ARTICLE 2.
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DEFINITIONS |
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ii |
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ARTICLE 3.
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ELIGIBILITY AND PARTICIPATION |
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vi |
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ARTICLE 4.
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PARTICIPANT DEFERRAL CONTRIBUTIONS |
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viii |
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ARTICLE 5.
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COMPANY
MATCHING CONTRIBUTIONS |
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ix |
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ARTICLE 6.
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VESTING |
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x |
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ARTICLE 7.
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ACCOUNTS |
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x |
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ARTICLE 8.
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INVESTMENT FUNDS |
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xi |
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ARTICLE 9.
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PAYMENT
ELECTIONS |
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xi |
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ARTICLE 10.
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PAYMENT
OF BENEFITS |
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xii |
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ARTICLE 11.
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BENEFICIARIES; PARTICIPANT DATA |
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xvii |
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ARTICLE 12.
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ADMINISTRATION |
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xviii |
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ARTICLE 13.
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AMENDMENT
OR TERMINATION OF PLAN. |
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xx |
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ARTICLE 14.
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MISCELLANEOUS PROVISIONS |
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xxii |
ARTICLE 1. AMENDMENTS TO COMPLY WITH
CODE SECTION 409A AND EMPLOYEE MATTERS AGREEMENT
| 1.1 |
IN GENERAL . The E.W. Scripps Company (the
“Company”) adopted the Scripps Executive Deferred
Compensation Plan (the “Plan”) effective as of
July 1, 2004. The Plan is maintained for the benefit of
certain key executives of the Company. The Plan is amended and
restated, effective as of the Effective Date, to comply with the
provisions of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and to conform to the
terms of the terms and conditions of the Employee Matters Agreement
by and between The E. W. Scripps Company and Scripps Networks
Interactive, Inc. (the “Employee Matters
Agreement”). |
| 1.2 |
SECTION 409A OF THE CODE . In order to comply with
Section 409A of the Code, effective immediately before the
Effective Date, the Plan is divided into two parts, one of which
shall be named “Part One” and the other of which shall
be named “Part Two”. Except as otherwise provided under
this Article I, Part One of the Plan shall be governed by the terms
and conditions of the Plan as in effect on October 3, 2004.
Part Two of the Plan shall be governed by the terms and conditions
set forth herein. |
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(a) |
Part One . Any “amounts deferred” by
Participants in taxable years beginning before January 1, 2005
(within the meaning of Section 409A of the Code) and any
earnings thereon shall be governed by the terms of Part One of the
Plan, and it is intended that such amounts and the earnings thereon
shall be exempt from the application of Section 409A of the
Code. Nothing contained herein is intended to materially enhance a
benefit or right existing under Part One of the Plan as of
October 3, 2004, or add a new material benefit or right to
Part One of the Plan. As of the Effective Date, Part One of the
Plan is frozen, and neither the Company, its affiliates nor any
individual shall make or permit to be made any additional
contributions or deferrals under Part One of the Plan (other than
earnings) on or after that date. |
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(b) |
Part Two . Any “amounts deferred” by
Participants in taxable years beginning on or after January 1,
2005 (within the meaning of Section 409A of the Code) and any
earnings thereon shall be governed by the terms and conditions of
Part Two of the Plan. To the extent that any of those amounts were
deferred under the Plan prior to the Effective Date (the
“Transferred Amounts”), then the Committee shall
transfer the Transferred Amounts from Part One of the Plan to Part
Two of this Plan and credit those amounts to the appropriate
Subaccounts under Part Two of this Plan, as selected by the
Committee in its sole discretion. As a result of such transfer and
crediting, all of the Company’s obligations and Participant's
rights with respect to the Transferred Amounts under Part One of
the Plan, if any, shall automatically be extinguished and become
obligations and rights under Part Two of this Plan without further
action. |
| 1.3 |
EMPLOYEE MATTERS AGREEMENT . In order to comply with the
terms and conditions of the Employee Matters Agreement: |
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(a) |
Transfer of SNI Participants . The Account of each SNI
Participant maintained under the Plan immediately prior to the
Effective Date shall be transferred to the Scripps Networks
Interactive, Inc. Executive Deferred Compensation Plan and assumed
by Scripps Networks Interactive, Inc. as of the Effective Date (the
“Assumed Amounts”). For purposes of this Plan, the term
Assumed Amounts shall include any amounts of Base Compensation and
Incentive Compensation of an SNI Participant that are earned but
not yet paid as of the Effective Date that were properly deferred
by the SNI Participant under the Plan but that had not yet been
credited to his or her Account under the Plan as of the Effective
Date. Each such SNI Participant shall have no further rights under
the Plan immediately after his or her Account is transferred to the
Scripps Networks Interactive, Inc. Executive Deferred Compensation
Plan and assumed by Scripps Networks Interactive, Inc. in
accordance with the terms and conditions of the Employee Matters
Agreement. |
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(b) |
Re-Employment of SNI Participants. If an SNI Participant
in the Scripps Networks Interactive, Inc. Executive Deferred
Compensation Plan ceases employment with Scripps Networks
Interactive, Inc. and its subsidiaries and immediately thereafter
becomes an employee of the Affiliated Group at any time after the
Effective Date, but at a time when the Company and Scripps Networks
Interactive, Inc. are in the same Controlled Group, then to the
extent required to comply with Section 409A of the
Code: |
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(i) |
The individual’s Deferral Elections and Payment Elections
that were controlling under the Scripps Networks Interactive, Inc.
Executive Deferred Compensation Plan immediately prior to that date
shall continue to apply to Base Compensation and Incentive
Compensation paid by the Affiliated Group for the remainder of the
period or periods for which such elections or designations are by
their original terms applicable. |
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(ii) |
The Committee is authorized to establish one or more sub-plans
or sub-accounts for the SNI Participant the terms of which may vary
from those set forth in or required or authorized by this Plan in
order to implement the purposes of this
Section 1.3. |
| 1.4 |
TERMS. Capitalized terms that are not defined in Article
2 shall have the meaning set forth in the Employee Matters
Agreement. |
ARTICLE 2. DEFINITIONS
| 2.1 |
“ Account ” means the balance credited to a
Participant’s or Beneficiary’s Plan bookkeeping
account, including contribution credits and deemed income, gains,
and losses credited thereto. A Participant’s or
Beneficiary’s Account shall consist of a Deferral
Contributions Subaccount, and/or a Company Matching Contributions
Subaccount. Accounts are further described in Article
7. |
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| 2.2 |
“ Affiliated Group ” means the Company and
each Subsidiary. |
| 2.3 |
“ Assumed Amounts ” has the meaning given to
such term in Section 1.4 hereof. |
| 2.4 |
“ Base Compensation ” means the annual base
rate of cash compensation payable by the Affiliated Group to a
Participant during a calendar year, excluding Incentive
Compensation, bonuses, commissions, severance payments, Company
Matching Contributions, qualified plan contributions or benefits,
expense reimbursements, fringe benefits and all other payments, and
prior to reduction for any deferrals under this Plan or any other
plan of the Affiliated Group under Sections 125 or 401(k) of the
Code. |
| 2.5 |
“ Base Deferrals ” means deferrals from Base
Compensation, as described in Section 4.1(a). |
| 2.6 |
“ Basic Plan ” means the Scripps
Retirement & Investment Plan. |
| 2.7 |
“ Beneficiary ” means any person or persons
so designated in accordance with the provisions of
Section 11.1. |
| 2.8 |
“ Board ” means the Board of Directors of
The E. W. Scripps Company or any successor. |
| 2.9 |
“ Change in Control ” has the meaning given
to such term in the Scripps Senior Executive Change in Control and
Severance Plan, as in effect on the Effective Date, provided that
the transaction or event also constitutes a “change in the
ownership,” a “change in the effective control”
or a “change in the ownership of a substantial portion of the
assets” of the Company within the meaning of
Section 409A of the Code. |
| 2.10 |
“ Code ” means the Internal Revenue Code of
1986, as amended. |
| 2.11 |
“ Committee ” means the committee selected
by the Board or its designee, whose membership is appointed or
removed by the Board or its designee, that is responsible for
administering this Plan. The Committee is further described in
Article 12. Unless and until otherwise provided by the Board, the
Committee shall be the Senior Vice President, Human Resources of
the Company, or her designee. |
| 2.12 |
“ Company ” means The E. W. Scripps Company
and its successors, including, without limitation, the surviving
corporation resulting from any merger or consolidation of The E. W.
Scripps Company with any other corporation, limited liability
company, joint venture, partnership or other entity or
entities. |
| 2.13 |
“ Company Matching Contributions ” means the
contributions deemed made by the Company pursuant to Article
5. |
| 2.14 |
“ Company Matching Contributions Subaccount
” means the portion of an Account credited with Company
Matching Contributions for a given Participant, adjusted for gains
and losses and payments. |
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| 2.15 |
“ Controlled Group ” means (i) the
Company, and (ii) all entities with whom the Company would be
considered a single employer under Sections 414(b) and 414(c) of
the Code, provided that in applying Section 1563(a)(1), (2),
and (3) for purposes of determining a controlled group of
corporations under Section 414(b) of the Code, the language
“at least 50 percent” is used instead of “at
least 80 percent” each place it appears in
Section 1563(a)(1), (2), and (3), and in applying Treasury
Regulation Section 1.414(c)-2 for purposes of determining
trades or businesses (whether or not incorporated) that are under
common control for purposes of Section 414(c), “at least
50 percent” is used instead of “at least 80
percent” each place it appears in that regulation. Such term
shall be interpreted in a manner consistent with the definition of
“service recipient” contained in Section 409A of
the Code. |
| 2.16 |
“ Deferral Contributions ” means the
combined Base Deferrals and Incentive Deferrals made pursuant to
Article 4. |
| 2.17 |
“ Deferral Contributions Subaccount ” means
the portion of an Account credited with Deferral Contributions for
a given Participant, adjusted for gains and losses and
payments. |
| 2.18 |
“ Deferral Election ” shall mean the
Election Agreement (or portion thereof) completed by a Participant
and filed with the Committee in accordance with Article 4 that
indicates the Base Deferrals, Incentive Deferrals or both that will
be deferred under the Plan for a calendar year or Performance
Period. |
| 2.19 |
“ Effective Date ” means the Distribution
Date as defined in the Employee Matters Agreement. |
| 2.20 |
“ Election Agreement ” means the agreement
on a form that the Committee may designate from time to time, on
which a Participant makes certain elections and other designations
as set forth in Section 3.1(b). |
| 2.21 |
“ Eligible Employee ” means, for any
calendar year (or applicable portion thereof), a person employed by
the Affiliated Group who meets the following requirements:
(i) is eligible to participate in The E.W. Scripps Company
Amended and Restated 1997 Long-Term Incentive Plan (excluding
awards issued through the President’s Club or any similar
program); and (ii) either has Base Compensation in excess of
the Code Section 401(a)(17) limit with respect to the prior
calendar year or has previously elected to defer Base Compensation
or Incentive Compensation under the Plan for a prior calendar year.
The term Eligible Employee also includes any other management or
highly compensated employee of the Company designated by the
Committee. |
| 2.22 |
“ Employee Matters Agreement ” has the
meaning given such term in Section 1.4 hereof. |
| 2.23 |
“ Entry Date ” with respect to an Eligible
Employee means the first day of each calendar year. |
| 2.24 |
“ ERISA ” means the Employee Retirement
Security Act of 1974, as amended. |
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| 2.25 |
“ Incentive Compensation ” means incentive
compensation earned during a Performance Period under the
Company’s Executive Bonus Plan, or its successor, or such
other plan that the Committee may designate from time to
time. |
| 2.26 |
“ Incentive Deferrals ” means deferrals from
Incentive Compensation, as described in
Section 4.1(b). |
| 2.27 |
“ Investment Fund(s) ” means any fund(s) to
which the Committee allows Eligible Employees to nominally allocate
their Accounts. Investment Funds are further described in Article
8. |
| 2.28 |
“ Participant ” means any person so
designated in accordance with the provisions of Article 3,
including, where appropriate according to the context of the Plan,
any former Eligible Employee who is or may become (or whose
Beneficiary may become) eligible to receive a benefit under the
Plan. Moreover, any individual with respect to whom Assumed Amounts
are credited hereunder shall automatically participate, and be a
“Participant,” in the Plan with respect to such Assumed
Amounts. |
| 2.29 |
“ Payment Election ” means the Election
Agreement (or portion thereof) completed by a Participant and filed
with the Committee in accordance with Article 9 hereof, that
indicates the payment commencement date for Incentive Deferrals and
the form of payment for Base Deferrals (including Company Matching
Contributions) and Incentive Deferrals. |
| 2.30 |
“ Performance-Based Compensation ” means
that portion of a Participant's Incentive Compensation the amount
of which, or the entitlement to which, is contingent on the
satisfaction of pre-established organizational or individual
performance criteria relating to a Performance Period of at least
twelve (12) consecutive months, and which satisfies the
requirements for “performance-based compensation” under
Section 409A of the Code, including the requirement that the
performance criteria be established in writing by not later than
(i) ninety (90) days after the commencement of the period
of service to which the criteria relates and (ii) the date the
outcome ceases to be substantially uncertain. Where a portion of an
amount of Incentive Compensation would qualify as Performance-Based
Compensation if the portion were the sole amount available under a
designated incentive plan, that portion of the award will not fail
to qualify as Performance-Based Compensation if that portion is
designated separately by the Committee on the Deferral Election or
is otherwise separately identifiable under the terms of the
designated incentive plan, and the amount of each portion is
determined independently of the other. |
| 2.31 |
“ Performance Period ” means, with respect
to any Incentive Compensation, the period of time during which such
Incentive Compensation is earned. |
| 2.32 |
“
Plan ” means the Scripps Executive Deferred
Compensation Plan as set forth herein and as from time to time in
effect. To the extent required to comply with Section 409A of
the
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Code, the term Plan shall
include any plan that is required to be aggregated with the Plan
under Section 409A of the Code.
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| 2.33 |
“ Separation from Service ” means a
termination of employment with the Controlled Group in such a
manner as to constitute a “separation from service” as
defined under Section 409A of the Code. Upon a sale or other
disposition of the assets of the Company or any member of the
Controlled Group to an unrelated purchaser, the Committee reserves
the right, to the extent permitted by Section 409A of the
Code, to determine whether Participants providing services to the
purchaser after and in connection with the purchase transaction
have experienced a Separation from Service. |
| 2.34 |
“ Subsidiary ” means a corporation, company
or other entity (i) more than 50 percent of whose outstanding
shares or securities (representing the right to vote for the
election of directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities (as
may be the case in a partnership, joint venture or unincorporated
association), but more than 50 percent of whose ownership interest
representing the right generally to make decisions for such other
entity is, now or hereafter, owned or controlled, directly or
indirectly, by the Company. |
| 2.35 |
“ Transferred Amounts ” has the meaning
given to such term in Section 1.3 hereof. |
| 2.36 |
“ Unforeseeable Emergency ” means an
“unforeseeable emergency” as defined under
Section 409A of the Code. |
| 2.37 |
“ Valuation Date ” means such date or dates
as the Committee, in its sole discretion, designates as a Valuation
Date, provided that such dates shall occur no less frequently than
quarterly as of the last business day of each calendar
quarter. |
| 2.38 |
In addition to the foregoing, certain other terms of more
limited usage may be defined in other Articles of the Plan. All
terms defined in the Plan are designated with initial capital
letters. |
| 2.39 |
Whenever appropriate, words used herein in the singular may be
read as the plural and the plural may be read as the singular.
Unless otherwise clear from the context, words used herein in the
masculine shall also be deemed to include the feminine. |
| 2.40 |
Except to the extent otherwise indicated herein, and except to
the extent otherwise inappropriate in the context, the definition
of Employer Contribution contained in the Basic Plan is applicable
under the Plan. |
ARTICLE 3. ELIGIBILITY AND
PARTICIPATION
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(a) |
Every
Eligible Employee on the Effective Date shall be eligible to become
a Participant as of the Effective Date. Every other person who
becomes an Eligible Employee after the Effective Date shall be
eligible to become a Participant on the
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first Entry Date occurring
on or after the date on which he or she becomes an Eligible
Employee. No individual shall become a Participant, however, if
he/she is not an Eligible Employee on the date his/her
participation is to begin.
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(b) |
Except as otherwise provided in Article 1, in order to
participate as of a specified Entry Date, an Eligible Employee must
make written application by filing with the Committee, within such
time period as the Committee shall specify consistent with the
terms of this Plan, an Election Agreement on which the Eligible
Employee shall: |
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(i) |
Make a Deferral Election in accordance with Article
4; |
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(ii) |
Make a Payment Election in accordance with Article
9; |
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(iii) |
Designate a Beneficiary or change a Beneficiary designation in
accordance with Section 11.1; and |
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(iv) |
Agree to the terms of the Plan. |
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(c) |
An Eligible Employee who chooses not to participate in the Plan
when first eligible to do so shall waive participation by so
specifying on the Election Agreement and shall not be eligible to
participant until the next Entry Date. |
| 3.2 |
CHANGE OF EMPLOYMENT CATEGORY . During any period in
which a Participant remains in the employ of the Affiliated Group,
but ceases to be an Eligible Employee, he/she shall not be eligible
to make new Deferral Elections or have Company Matching
Contributions made on his/her behalf. However, his/her Account
shall continue to be revalued in accordance with Article
7. |
| 3.3 |
PARTICIPATION BY EMPLOYEES OF AFFILIATED GROUP MEMBERS .
Any member of the Affiliated Group (other than the Company) may, by
action of its board of directors or equivalent governing body and
with the consent of the Board, adopt the Plan; provided that the
Board may waive the requirement that such board of directors or
equivalent governing body effect such adoption. By its adoption of
or participation in the Plan, the adopting member of the Affiliated
Group shall be deemed to appoint the Company its exclusive agent to
exercise on its behalf all of the power and authority conferred by
the Plan upon the Company and accept the delegation to the
Committee of all the power and authority conferred upon it by the
Plan. The authority of the Company to act as such agent shall
continue until the Plan is terminated as to the participating
affiliate. An Eligible Employee who is employed by a member of the
Affiliated Group and who elects to participate in the Plan shall
participate on the same basis as an Eligible Employee of the
Company. The Account of a Participant employed by a participating
member of the Affiliated Group shall be paid in accordance with the
Plan solely by such member to the extent attributable to Base
Deferrals or Incentive Deferrals that would have been paid by such
participating member in the absence of deferral pursuant to the
Plan, unless the Board otherwise determines that the Company shall
be the obligor. |
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ARTICLE 4. PARTICIPANT DEFERRAL
CONTRIBUTIONS
| 4.1 |
DEFERRAL ELECTIONS. A Participant may elect to defer
Base Compensation for a calendar year or Incentive Compensation for
a Performance Period, as the case may be, by filing a Deferral
Election with the Committee in accordance with the following
rules: |
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(a) |
Base Compensation. The Deferral Election with respect to
Base Compensation must be filed with the Committee by, and shall
become irrevocable as of, December 31 (or such earlier date as
specified by the Committee on the Deferral Election) of the
calendar year next preceding the calendar year for which such Base
Compensation would otherwise be earned. For purposes of this
Section 4.1(a), Base Compensation payable after the last day
of a calendar year solely for services performed during the final
payroll period described in Section 3401(b) of the Code
containing December 31 of such year shall be treated as earned
during the subsequent calendar year. |
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(b) |
Incentive Compensation |
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(i) |
The Deferral Election with respect to Incentive Compensation
must be filed with the Committee by, and shall become irrevocable
as of, December 31 (or such earlier date as specified by the
Committee on the Deferral Election) of the calendar year next
preceding the first day of the Performance Period for which such
Incentive Compensation would otherwise be earned. |
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(ii) |
Notwithstanding anything contained in this 4.1 to the contrary,
and only to the extent permitted by the Committee, the Deferral
Election with respect to Incentive Compensation that constitutes
Performance-Based Compensation must be filed with the Committee by,
and shall become irrevocable as of, the date that is 6 months
before the end of the applicable Performance Period (or such
earlier date as specified by the Committee on the Deferral
Election), provided that in no event may such Deferral Election be
made after such Incentive Compensation has become “readily
ascertainable” within the meaning of Section 409A of the
Code. In order to make a Deferral Election under this
Section 4.1(b)(ii), the Participant must perform services
continuously from the later of the beginning of the Performance
Period or the date the performance criteria are established through
the date a Deferral Election becomes irrevocable under this
Section 4.1(b)(ii). A Deferral Election made under this
Section 4.1(b)(ii) shall not apply to any portion of the
Performance-Based Compensation that is actually earned by a
Participant regardless of satisfaction of the performance
criteria. |
| 4.2 |
DURATION OF DEFERRAL ELECTIONS. |
viii
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(a) |
Duration . Once irrevocable, a Deferral Election shall
only be effective for the calendar year or Performance Period with
respect to which such election was timely filed with the Committee.
Except as provided in Section 4.2(b) hereof, a Deferral
Election, once irrevocable, cannot be cancelled or modified during
a calendar year or Performance Period. |
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(i) |
The Committee may, in its sole discretion, cancel a
Participant's Deferral Election where such cancellation occurs by
the later of the end of the Participant's taxable year or the 15th
day of the third month following the date the Participant incurs a
“disability.” For purposes of this
Section 4.2(b)(i), a disability refers to any medically
determinable physical or mental impairment resulting in the
Participant’s inability to perform the duties of his or her
position or any substantially similar position, where such
impairment can be expected to result in death or can be expected to
last for a continuous period of not less than six
months. |
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(ii) |
The Committee may, in its sole discretion, cancel a
Participant's Deferral Election due to an Unforeseeable Emergency
or a hardship distribution pursuant to Treasury Regulation
Section 1.401(k)-1(d)(3). |
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(iii) |
If a Participant's Deferral Election is cancelled with respect
to a particular calendar year or Performance Period in accordance
with this Section 4.2(b), he may make a new Deferral Election
for a subsequent calendar year or Performance Period, as the case
may be, only in accordance with Section 4.1
hereof. |
| 4.3 |
CHOICE OF CONTRIBUTION RATES |
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(a) |
Unless the Committee otherwise specifies, an Eligible Employee
may choose to make Base Deferrals for the specified calendar year
at a rate not to exceed fifty percent (50%) of Base
Compensation and Incentive Deferrals for the specified Performance
Period at a rate not to exceed one hundred percent (100%) of
Incentive Compensation; provided , however , that the
Participant shall not be permitted to defer less than 1% of each of
his Base Compensation or Incentive Compensation during any one
calendar year or Performance Period, as the case may be, and any
such attempted deferral shall not be effective. |
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(b) |
Deferral Contributions shall be deducted by the Company from
the pay of an Eligible Employee, and an equivalent amount shall be
credited to his/her Deferral Contributions Subaccount as soon as
administratively practicable following the date that such amounts
would have been paid to the Eligible Employee if he/she had not
made a Deferral Election. |
ARTICLE 5. COMPANY MATCHING
CONTRIBUTIONS
ix
| 5.1 |
ELIGIBILITY. An Eligible Employee that participates in
the Basic Plan will have Company Matching Contributions credited to
his/her Company Matching Contributions Subaccount for each month
that he/she makes Base Deferrals. Notwithstanding the foregoing, if
a Participant is ineligible for any reason to receive Employer
Contribution credits under the Basic Plan for a given period, no
credits shall be made to his/her Company Matching Contributions
Subaccount with respect to any Base Deferrals for the corresponding
period. |
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(a) |
Except as limited by Section 5.2(b), the amount credited
to an eligible Participant’s Company Matching Contributions
Subaccount shall equal fifty percent (50%) of his/her Base
Deferrals. |
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(b) |
The maximum amount credited to an eligible Participant’s
Company Matching Contributions Subaccount for a given period shall
not exceed three percent (3%) of the Participant’s Base
Compensation for that period, reduced by the amount of his/her
Employer Contribution credits under the Basic Plan for said
period. |
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(c) |
Company Matching Contributions shall be credited to the
Participant’s Company Matching Contributions Subaccount on
the date specified by the Committee. |
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(d) |
Notwithstanding anything contained in this Article 5 to the
contrary, the total Company Matching Contributions credited to
a |
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