Exhibit 10.2
GENERAL DYNAMICS
CORPORATION
SUPPLEMENTAL SAVINGS
AND
STOCK INVESTMENT
PLAN
Amended and restated effective August 1,
2003
and conformed to include Section 7, effective as
of March 1, 2005
GENERAL DYNAMICS
CORPORATION
SUPPLEMENTAL SAVINGS
AND
STOCK INVESTMENT
PLAN
Table of
Contents
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SECTION 1
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Introduction
and Plan History
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3
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SECTION 2
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Definitions
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3
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SECTION 3
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Supplemental
Benefits Due to Limitations Under Defined Contribution
Plans
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6
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SECTION 4
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Special
Supplemental Benefits
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8
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SECTION 5
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Miscellaneous
Provisions
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8
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SECTION 6
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Amendment and
Termination of the Plan
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10
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SECTION 7
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American Jobs
Creation Act Compliance
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11
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SECTION 1 INTRODUCTION AND PLAN
HISTORY
1.1 Introduction. This Plan is maintained so as
to strengthen the ability of the Corporation and its Subsidiaries
to attract and retain persons of outstanding competence upon which,
in large measure, continued growth and profitability
depend.
The Plan is intended to supplement benefits that
may be provided under certain Defined Contribution Plans of the
Corporation and its Subsidiaries.
The Plan is intended to be an unfunded deferred
compensation plan for a select group of management or highly
compensated employees within the meanings of Sections 201(2),
301(a)(3) and 401(a)(4) of ERISA and shall be construed and
interpreted accordingly.
1.2 Effective Date. This Plan was established
effective January 1, 1983, and previously amended and restated as
of January 1, 1987, and again as of January 1, 1998. The effective
date of the amendment and restatement of the Plan as set forth
herein is August 1, 2003, except as otherwise provided in the Plan
or an Appendix attached to this document.
1.3 Plan Appendices. From time to time, the
Corporation may adopt Appendices to the Plan for the purpose of
setting forth specific provisions or providing documentation
necessary to determine benefits under the Plan for certain Employee
groups. Each such Appendix shall be attached to and form a part of
the Plan. Each such Appendix shall specify the population to which
it applies and shall supercede the provisions of the Plan document
to the extent necessary to eliminate any inconsistencies between
the Plan document and such Appendix.
1.4 Prior Provisions. The provisions of this
Plan shall apply only to Employees who shall terminate active
employment on or after the effective date of this Plan. Employees,
prior to August 1, 2003, who continue in active employment after
August 1, 2003, shall continue to maintain their rights and
benefits hereunder. The rights and benefits, if any, of an Employee
who terminates active employment prior to August 1, 2003 (including
Employees who were on layoff or were otherwise absent from service
as of August 1, 2003 and who do not return to active employment
prior to their respective severance from service dates), shall be
determined in accordance with the provisions of the Plan as it was
in effect on the date of such termination from active employment
except as specifically provided herein. The rules of Section 5, as
amended and restated herein, shall apply to each Employee
regardless of the time of his or her termination of active
employment.
SECTION 2 DEFINITIONS
Where the following words and phrases appear in
the Plan, they shall have the respective meanings set forth below,
unless the context clearly indicates to the contrary. Some of the
words and phrases used in the Plan are not defined in this Section
2, but, for convenience, are defined as they are introduced into
the text.
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2.1
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Change of
Control shall mean a
change of control as that term is defined in the
Corporation’s Second Amended and Restated 1997 Incentive
Compensation Plan, as amended from time to time.
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2.2
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Code shall mean the Internal Revenue Code of 1986, as
amended from time to time.
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2.3
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Company
Contributions shall mean
amounts contributed to a Defined Contribution Plan by the
Corporation or its Subsidiaries which are determined with reference
to amounts of Salary Deferrals – i.e., only matching
contributions count as Company Contributions.
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2.4
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Corporation
or Company shall mean
General Dynamics Corporation, a Delaware corporation, and any
successor thereof.
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2.5
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Defined
Contribution Plan or DC Plan shall mean the General Dynamics Corporation
Savings and Stock Investment Plan and such other plans as may be
set forth in a Special Appendix hereto from time to time; provided
that such a plan is qualified under Section 401(a) of the Code and
provides for an individual account for each covered Employee and
for benefits based solely upon the amount contributed to the
Employee’s account, and any income, expenses, gains and
losses, and any other amounts which may be allocated to such
account.
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2.6
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Employee shall mean any person who is regularly employed
as a full-time, salaried employee by the Corporation or its
Subsidiaries, and who is not covered by a collective bargaining
agreement. Individuals not initially treated and classified by the
Corporation as common-law employees, including, but not limited to,
leased employees, independent contractors or any other contract
employees, shall be excluded from participation irrespective of
whether a court, administrative agency or other entity determines
that such individuals are common-law employees.
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2.7
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ERISA shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
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2.8
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Participant shall mean an Employee who satisfies the
eligibility criteria described at Section 3.1.
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2.9
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Plan shall mean the General Dynamics Corporation
Supplemental Savings and Stock Investment Plan established January
1, 1983, and amended and restated as set forth herein, as it shall
be amended from time to time, and its Appendices.
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2.10
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Prior
Plan shall mean the
General Dynamics Corporation Supplemental Savings and Stock
Investment Plan as it existed prior to this restatement.
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2.11
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Salary
Deferrals shall mean
pre-tax salary deferrals made by an Employee to a Defined
Contribution Plan.
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2.12
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Subsidiary shall mean any corporation of which the
Corporation owns, directly or indirectly, fifty percent (50%) or
more of the outstanding voting stock.
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SECTION 3 SUPPLEMENTAL BENEFITS DUE
TO LIMITATIONS UNDER DEFINED CONTRIBUTION PLANS
3.1 Participation. Eligibility for participation
in any benefits provided under this Section 3 shall be extended to
selected Employees (a) whose Salary Deferrals to a Defined
Contribution Plan are restricted due to any of the limitations
described in Section 3.2(a) hereof; and (b) who belong to a group
listed in Appendix A and were effective as of the date specified
therein. The selection of such Employees to become Participants in
the Plan shall be in the sole discretion of the Company, and
participation may be limited to such otherwise eligible Employees
as the Company shall determine by the application of minimum
compensation levels or otherwise.
3.2 Benefits. An account shall be established on
behalf of a Participant entitled to any benefits hereunder. Any
amounts accrued for the benefit of a Participant under the Prior
Plan shall remain credited to such accounts. Such account shall be
credited with an amount equal to (a) minus (b), as
follows:
(a) As of each accounting date, the amount of
Salary Deferrals and Company Contributions that would have been
credited to the benefit of a Participant under the various Defined
Contributions Plans in which the Participant participates if no
limitations were imposed (i) under Code Sections 401(a)(17),
402(g), 415 or any other section of the Code or (ii) by the
administrator in order to assure compliance with the actual
deferral percentage and actual contribution percentage requirements
of the DC Plans. Salary Deferrals credited to a Participant under
this Section 3.2(a) shall be credited pursuant to an election by
the Participant to defer the receipt of the appropriate portion of
his/her compensation, and the Company shall deem the
Participant’s Salary Deferral election under the applicable
DC Plan to be the election for this Plan.
(b) The amount of Salary Deferrals and Company
Contributions actually credited to the benefit of the Participant
under the applicable Defined Contribution Plans.
The Participant’s account shall be
adjusted to reflect investment gain or loss on any balance in the
account as of the close of the immediately preceding accounting
date. The adjustment shall be the same as what would actually have
been recognized if the account had been invested in the Defined
Contribution Plan under the investment options actually selected by
the Participant thereunder.
An “accounting date” is each day on
which the financial markets are open for business.
No amount shall be credited to any account
maintained pursuant to this Section 3.2 for any pay period in which
a Participant does not make the maximum Salary Deferral with
respect to which a Company Contribution is matched as permitted
under the applicable Defined Contribution Plan (taking into account
those limits set forth in Section 3.2(a)). Notwithstanding anything
to the contrary, this paragraph shall not apply to any
“catch-up” contributions under any Defined Contribution
Plan that are permitted by the Economic Growth and Tax Relief
Reconciliation Act of 2001 – i.e., the Participant is
not
required to make such “catch-up”
contributions in order to receive credits to his/her account under
this Plan. Notwithstanding anything to the contrary, in the event
that a Participant is prevented from making the maximum Salary
Deferral permitted under the applicable Defined Contribution Plan
because of the application of one or more of the rules described in
Section 3.2(a), the Company may nevertheless permit such
Participant to receive credits to his/her account under this Plan
to the extent and in the manner that the Company shall determine in
its sole discretion.
3.3 Payment and Nonforfeitability of Benefits
and Maintenance of Accounts. Except as otherwise provided in this
Plan, all benefits accrued hereunder shall vest and be paid under
the same conditions, rules and restrictions as would apply to the
benefits as if they were provided under the last Defined
Contribution Plan in which the Participant actually participated.
The following rules shall apply notwithstanding the conditions,
rules and restrictions of such Defined Contribution
Plan:
(a) If a Participant makes an investment fund
transfer or investment option change pursuant to the provisions of
a DC Plan, the identical investment fund transfer or investment
option change shall be performed in this Plan but no such transfer
or change shall be permitted in this Plan unless made in the DC
Plan. Notwithstanding the foregoing, the Corporation may, in its
discretion, approve transfers or changes in this Plan where no
transfer or change is possible in the DC Plan due to loans and
withdrawals.
(b) Participants shall not be entitled to
receive distributions or loans or to make withdrawals of any
portion of their account balances while employed by the Corporation
or any of its Subsidiaries.
(c) Upon termination of employment with the
Corporation and its Subsidiaries, the entire nonforfeitable balance
of a Participant’s account (valued as of the accounting date
coincident with or immediately preceding the date of payment) shall
be paid to the Participant as soon as administratively practicable.
However, any Participant may, by a written statement (including
internet and telephone methods approved by the Company for this
purpose) filed with the Corporation or its delegated agent on or
before one year prior to the termination of e
