As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
TUPPERWARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-4062333
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
P. O. Box 2353 32802
Orlando, Florida (Zip Code)
(Address of Principal
Executive Offices)
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
THOMAS M. ROEHLK, Esq.
Senior Vice President, General Counsel
and Secretary
Tupperware Corporation
P. O. Box 2353
Orlando, Florida 32802
(Name and Address of Agent for Service)
(407) 826-5050
(Telephone Number, including Area Code, of Agent for Service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registra-
be Registered(1) Registered Per Share Price tion Fee
- ---------------- ---------- ---------------- ------------------ ----------
<S> <C> <C> <C> <C>
Common Stock, 225,000 $51.5625 (2) $11,601,563 (2) $4,000.54
$0.01 par value shares
Preferred Stock 225,000 (3) (3) (3)
Purchase Rights rights
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the Securities Act"), this Registration Statement also covers
an indeterminate amount of interests to be offered pursuant to the employee
benefit plan described herein.
(2)Estimated solely for purposes of calculating the Registration Fee and
computed pursuant to Rule 457(h) under the Securities Act of 1933, based on
the average of the high and low prices of the Company's Common Stock in the
New York Stock Exchange Composite Transactions on December 17, 1996.
(3) The Preferred Share Purchase Rights initially are attached to and trade
with the shares of Common Stock being registered hereby. Value
attributable to such Rights, if any, is reflected in the market price of
the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Tupperware Corporation (the
"Company") (File No. 1-11657) with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended and are incorporated herein by reference and made a part of this
Registration Statement:
(A) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 30, 1996, June 29, 1996 and September 28, 1996; and
(B) Amendment No. 4 on Form 10/A4 to the Company's Registration
Statement on Form 10 (No. 1-11657) filed with the Commission on May
21, 1996, including the exhibits thereto, and including any
subsequent amendment or any report or other filing filed with the
Securities and Exchange Commission updating such description as
amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or superseded
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
None
Item 6. Indemnification of Directors and Officers.
Article XI of the Company's Amended and Restated Certificate of
Incorporation and Section 6.7 of the Company's Amended and Restated By-Laws
provide that each person who was or is made a party to any action,
suit or proceeding by reason of the fact that he or she is or was a
director, officer or employee of the Company (or was serving at the
request of the Company as a director, officer, employee or agent for
another entity) will be indemnified and held harmless by the Company, to
the full extent authorized by the General Corporation Law of the State of
Delaware (the 'Delaware Law'), as currently in effect (or, to the extent
indemnification is broadened, as it may be amended), against all expense,
liability or loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts to be paid in settlement) reasonably
incurred by such person in connection therewith. Such Article also
provides that rights conferred thereby are contract rights and will
include the right to be paid by the Company for the expenses incurred in
defending the proceedings specified above, in advance of their final
disposition, except that, if the Delaware Law so requires, such payment
will only be made upon delivery to the Company by the indemnified party of
an undertaking to repay all amounts so advanced if it is ultimately
determined that the person receiving such payments is not entitled to be
indemnified under such provision or otherwise. Section 6.7 of the By-Laws
provides that the Company may, by action of its Board, provide
indemnification to its agents with the same scope and effect as the
foregoing indemnification of directors, officers and employees.
Section 6.7 of the By-Laws also provides that persons indemnified
thereunder may bring suit against the Company to recover unpaid amounts
claimed thereunder, and that if such suit is successful, the expense of
bringing such a suit will be reimbursed by the Company. It further
provides that while it is a defense to such a suit that the person
claiming indemnification has not met the applicable standards of conduct
making indemnification permissible under the Delaware Law, the burden of
proving the defense will be on the Company and neither the failure of the
Company's Board to have made a determination that indemnification is
proper, nor an actual determination by such Board that the claimant has
not met the applicable standard of conduct, will be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.
Such Article also provides that the rights to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred therein will not be exclusive of any other
right which any person may have or acquire under any statute, provision of
the Company's Amended Restated Certificate of Incorporation or Amended and
Restated By-Laws, or otherwise. Finally, it provides that the Company may
maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents against any expense, liability or
loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under the Delaware Law.
Section 145 of the Delaware Law provides that corporations organized
thereunder have the power to indemnify directors, officers, employees and
agents against liability under certain circumstances.
The Company also maintains a standard policy of officers' and
directors' liability insurance.
Item 8. Exhibits.
Exhibit
No. Description
- ------- -----------
*4.1 Tupperware Corporation Retirement Savings Plan
*4.2 Summary Plan Description of the Tupperware Corporation
Retirement Savings Plan
*23 Consent of Independent Accountants
*24 Powers of Attorney
- ----------------------------
* Filed herewith.
Item 9. Undertakings.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and notwithstanding the
foregoing any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or 15(d)of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Orlando, State of Florida, on December 20, 1996.
TUPPERWARE CORPORATION
By:/s/ WARREN L. BATTS
---------------------
WARREN L. BATTS
Chairman of the
Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Position
---------- ---------
/s/ WARREN L. BATTS
- ------------------------------ Chairman of the Board
WARREN L. BATTS of Directors, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ E.V. GOINGS
- ------------------------------ President, Chief Operating
E. V. GOINGS Officer and Director
/s/ PAUL B. VAN SICKLE
- ------------------------------- Senior Vice President,
PAUL B. VAN SICKLE Finance and Operations
(Principal Financial Officer)
* Director
- -------------------------------
WILLIAM O. BOURKE
* Director
- -------------------------------
DR. RUTH M. DAVIS
* Director
- -------------------------------
DR. LLOYD C. ELAM
* Director
- -------------------------------
CLIFFORD J. GRUM
* Director
- -------------------------------
JOE R. LEE
* Director
- -------------------------------
JOSEPH E. LUECKE
* Director
- -------------------------------
BOB MARBUT
* Director
- -------------------------------
ROBERT M. PRICE
/s/ THOMAS M. ROEHLK
- -------------------------------
*By: THOMAS M. ROEHLK
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of Orlando, State of Florida on December 20, 1996.
TUPPERWARE CORPORATION
RETIREMENT SAVINGS PLAN
By:/s/ THOMAS M. ROEHLK
-------------------------
THOMAS M. ROEHLK
Chairman, Management
Committee for Employee Benefits
<PAGE>
Exhibit
No. Description
- ------- -----------
*4.1 Tupperware Corporation Retirement Savings Plan
*4.2 Summary Plan Description of the Tupperware Corporation
Retirement Savings Plan
*23 Consent of Independent Accountants
*24 Powers of Attorney
- ----------------------------------------
*Filed herewith.
EXHIBIT 4.1
THE TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
(Effective as of May 1, 1996 or such other dates as provided
herein or required by law)
Contents
Section Page
Article I. The Plan
1.1 Establishment and Amendment of the Plan 1
1.2 Applicability of the Plan 1
1.3 Purpose of the Plan 1
Article II. Definitions, Construction, and
Interpretation
2.1 Definitions 2
2.2 Gender and Number 10
2.3 Prior Plan Definitions 10
Article III. Participation and Service
3.1 Participation 11
3.2 Duration of Participation 12
3.3 Service 12
3.4 Severance from Service 13
3.5 One-Year Period of Severance 13
3.6 Hours of Service 14
3.7 Leased Employees 14
3.8 Special Provisions for Participants Who Enter
the Armed Forces 15
3.9 Transfer of Employment 15
Article IV. Contributions
4.1 Employer Contributions 16
4.2 Allocation of Employer Contributions 16
4.3 Employee Before-Tax and Employer Matching
Contributions 16
4.4 Application of Forfeitures 18
4.5 Limitations on Contributions 18
4.6 Contingency of Contributions on Profits 23
<PAGE>
Contents
Section Page
4.7 Limits on Annual Additions 23
4.8 Employee Rollover Contributions 24
4.9 Coordination of Benefits 25
Article V. Vesting in Accounts
5.1 Employee Contribution Accounts 26
5.2 Employer Contribution Accounts 26
Article VI. Distributions and Withdrawals
6.1 Distribution Upon Severance From Service 27
6.2 Forfeitures 27
6.3 Commencement of Distributions 29
6.4 Method of Distribution 30
6.5 Hardship Withdrawals 32
6.6 Withdrawals of Employee Contributions 34
6.7 Minimum Distributions 34
6.8 Required Distributions 34
6.9 Incidental Death Benefit 35
6.10 Calculation of Life Expectancies 36
6.11 Withholding Taxes 36
6.12 Loans 36
6.13 Direct Rollovers of Eligible Distributions 38
Article VII. Investment Elections
7.1 Investment of Contributions 39
7.2 Investment Procedures 39
7.3 Transfer of Assets 40
Article VIII. Accounts and Records of the Plan
8.1 Accounts and Records 41
<PAGE>
Contents
Section Page
8.2 Trust Fund 41
8.3 Valuation and Allocation of Expenses 41
8.4 Allocation of Earnings and Losses 41
Article IX. Financing
9.1 Financing 42
9.2 Contributions 42
9.3 Nonreversion 42
9.4 Rights in the Trust Fund 42
Article X. Administration and Investment Management
10.1 Section Reserved 43
10.2 Section Reserved 43
10.3 Section Reserved 43
10.4 Section Reserved 43
10.5 Section Reserved 43
10.6 Section Reserved 43
10.7 Section Reserved 43
10.8 Section Reserved 43
10.9 Section Reserved 43
10.10 Section Reserved 43
10.11 Section Reserved 43
10.12 Section Reserved 43
10.13 General 43
10.14 Management Committee Acting as Employer 43
10.15 Section Reserved 44
10.16 Management Committee as an Applicable
Named Fiduciary 44
10.17 Section Reserved 45
10.18 Management Committee Membership and Structure 45
10.19 Section Reserved 46
<PAGE>
Contents
Section Page
10.20 Management Committee Actions 46
10.21 Procedures f Designation of an Applicable Named
Fiduciary 47
10.22 Compensation 47
10.23 Discretionary Authority of each Named Fiduciary 47
10.24 Responsibility and Powers of the Management
Committee Regarding Administration of the Plan 48
10.25 Allocations and Delegations of Responsibility 49
10.26 Management Committee Bonding 51
10.27 Fiduciary Capacity 51
10.28 Employers Agent 52
10.29 Administrative Committee Duties and Power 52
10.30 Named Fiduciary Decisions Final 53
10.31 No Agency 53
10.32 Plan Expenses 53
10.33 Information to be Supplied by Employer 53
10.34 Misrepresentations 53
10.35 Records 54
10.36 Appeals from Denial of Claims 54
10.37 Notice of Address and Missing Persons 55
10.38 Data and Information for Benefits 56
10.39 Effect of a Mistake 56
10.40 Self Interest 56
10.41 Securities Law Requirements 56
<PAGE>
Article XI. Amendment and Termination
11.1 General Amendment 58
11.2 Limitations on Amendments 58
11.3 Termination of the Plan 58
11.4 Effect of Bankruptcy and Other Contingencies
Affecting an Employer 59
<PAGE>
Contents
Secton Page
Article XII. Top-Heavy Provisions
12.1 Application of Top-Heavy Provisions 60
12.2 Definitions 60
12.3 Minimum Contribution 61
12.4 Limit on Annual Additions: Combined Plan Limit 62
12.5 Collective Bargaining Agreements 62
Article XIII. Participation in and Withdrawal
From the Plan by an Employer
13.1 Participation in the Plan 64
13.2 Withdrawal from the Plan 64
13.3 Foreign Subsidiaries 64
Article XIV. Miscellaneous
14.1 Beneficiary Designation 66
14.2 Legal Disability 67
14.3 Nonalienation 67
14.4 Applicable Law 68
14.5 Severability 68
14.6 No Guarantee 68
14.7 Merger, Consolidation, or Transfer 68
14.8 Plan Not a Contract of Employment 69
14.9 Successors; Corporate Reorganization 69
14.10 Expenses 69
14.11 Construction 69
14.12 Headings 69
<PAGE>
Contents
Section Page
Article XV. Sale of Business Unit, Closing
of Facility, or Reduction in Force
15.1 Application 70
15.2 Sale of Business Unit 70
15.3 Closing of Facility 70
15.4 Reduction in Force 71
<PAGE>
THE TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
Article I. The Plan
1.1 Establishment and Amendment of the Plan
Tupperware Corporation (the "Corporation") has established a profit
sharing and savings defined contribution plan known as the
"Tupperware Corporation Retirement Savings Plan" (the "Plan") for
the benefit of the Eligible Employees of the Corporation and its
participating Affiliates. The Plan has been established in
contemplation of the distribution of the common stock of the
Corporation by Premark International, Inc. to its shareholders (the
"Distribution"). In connection with the establishment of the Plan,
the trust funding the Plan will receive a transfer of assets and
liabilities from The Premark International, Inc. Retirement Savings
Plan representing the account balances in such plan of the
Corporation's Employees and former employees who are Participants
in the Plan.
1.2 Applicability of the Plan
The provisions of this Plan as set forth herein are applicable only
to the Eligible Employees of an Employer in current employment on
or after the Effective Date except as specifically provided herein.
Any person who was covered under the Prior Plan immediately prior
to the Effective Date whose services terminated under such plan
prior to the Effective Date and who was entitled to benefits under
provisions of the Prior Plan as in effect on April 30, 1996 and
whose benefits were transferred to this Plan in connection with the
Distribution shall continue to be entitled to the same amount of
benefits (including any gains or losses of the trust fund
attributable thereto) as determined under the terms of the Prior
Plan without change under this Plan.
1.3 Purpose of the Plan
The purpose of the Plan is to provide a convenient and tax
advantageous way for Participants to save on a regular and long-
term basis for retirement.
Article II. Definitions, Construction, and Interpretation
2.1 Definitions
Whenever used in the Plan, the following terms shall have the
respective meanings set forth below unless otherwise expressly
provided herein, and when the defined meaning is intended the term
is capitalized.
(a) "Account" means the separate account maintained for each
Member which represents his total proportionate interest in
the Trust Fund as of any Valuation Date and which consists of
the sum of the following subaccounts:
(1) "Employee After-Tax Contribution Account" means that
portion of such Member's Account which evidences the
value of any after-tax contributions contributed by the
Member, including any gains and losses attributable
thereto, which were transferred to the Plan from the
Prior Plan and any gains and losses of the Trust Fund
attributable thereto. No after-tax contributions shall
be permitted to be made by Members.
(2) "Employee Before-Tax Contribution Account" means that
portion of such Member's Account which evidences the
value of the Employee Before-Tax Contributions made on
his behalf by an Employer as described in section 4.3(a),
including any gains and losses of the Trust Fund
attributable thereto. The [Employee Before-Tax
Contribution Account] shall consist of two subaccounts.
One subaccount, referred to as the "Basic Contribution
Account" shall consist of Employee Before-Tax
Contributions subject to Employer Matching Contributions
as described in section 4.3(b). The other subaccount,
referred to as the "Supplemental Contribution Account"
shall consist of Employee Before-Tax Contributions not
subject to Employer Matching Contributions.
(3) "Employee Rollover Contribution Account" means that
portion of such Member's Account which evidences the
value of Employee Rollover Contribution(s) made by the
Member pursuant to section 4.8, including any gains and
losses of the Trust Fund attributable thereto.
(4) "Employer Contribution Account" means that portion of
such Member's Account which evidences the value of any
Employer Contributions described in section 4.1 and
Employer Matching Contributions described in section
4.3(b) made on his behalf by an Employer, including any
gains and losses of the Trust Fund attributable thereto.
The Management Committee shall have the discretion to establish any
additional Accounts as it shall deem appropriate.
(b) "Administrative Committee" means the person or persons
appointed by the Management Committee to act as a delegate of
the Management Committee; in the absence of such appointment,
the Management Committee, acting on behalf of the Plan and
Trust, shall be the Administrative Committee.
(c) "Affiliate" means--
(1) any corporation other than the Corporation (i.e., either
a subsidiary corporation or an affiliated or associated
corporation of the Corporation), which together with the
Corporation is a member of a "controlled group" of
corporations (as defined in Code section 414(b));
(2) any organization which together with the Corporation is
under "common control" (as defined in Code section
414(c));
(3) any organization which together with the Corporation is
an "affiliated service group" (as defined in Code section
414(m)); or
(4) any other entity required to be aggregated with the
Corporation pursuant to regulations under Code section
414(o).
(d) "Alternate Payee" means an alternate payee, as that term is
used in Code section 414(p), and for whom a qualified domestic
relations order creates, recognizes, or assigns the right to
receive all or a portion of the benefits payable to a Member
under the Plan.
(e) "Applicable Named Fiduciary" means the person or its delegate
who, within the meaning of section 402(a)(2), 402(c)(3), or
403(a)(1) of ERISA, has the authority to perform the separate
functions allocated to such person under this Plan; and
further means--
(1) with respect to voting and tender instructions to be
directed by a Member, and any other shareholder rights to
be directed by a Member, those persons or entities
described in the Trust Agreement;
(2) with respect to any authority and control regarding plan
administration duties, the Management Committee or such
other person designated by the Management Committee acting
on behalf of the Corporation, to be an Applicable Named
Fiduciary pursuant to the procedures herein or in the
Trust Agreement; or
(3) with respect to the management and control of the Plan's
assets or any discretionary authority with respect to the
Plan's assets, the Management Committee or such other
person designated by the Management Committee, acting on
behalf of the Corporation, to be Applicable Named
Fiduciary pursuant to the procedures herein or in the
Trust Agreement.
(f) "Beneficiary" means a person who, or entity which, is entitled
to a Member's interest under the Plan in the event of the
Member's death, as further described in section 14.1.
(g) "Board of Directors" means the Board of Directors of the
Corporation.
(h) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
(i) "Compensation" means a Participant's pay, determined as
follows:
(1) For all purposes of the Plan, except as otherwise
specified, "Compensation" means an Employee's total
wages,salaries, commissions, bonuses, special cash awards
(except as otherwise specified below) and similar payments
made by an Employer during a Plan Year, except that for
the first Plan Year, includes an Employee's Compensation,
as defined in the Prior Plan, for the Plan Year of the
Prior Plan beginning on January 1, 1996. Such amount
shall be increased by any deferrals by the Employee
pursuant to (i) any cash or deferred arrangement under
Code section 401(k) maintained by an Employer , (ii) any
other supplemental or nonqualified deferred compensation
arrangement between the Employer and the Employee, and
(iii) any amounts excluded from wages by reason of an
election to reduce wages in lieu of benefits under Code
section 125 for a Plan Year, except that for the first
Plan Year, such Employee deferrals include those Employee
deferrals made between January 1, 1996 and the Effective
Date. "Compensation" shall not include amounts paid after
an Employee's termination of employment, payments by
reason of termination of employment (such as severance pay
and accrued vacation pay), noncash compensation, long-term
incentive compensation, or reimbursement of expenses.
"Compensation" shall not include special cash awards which
the Management Committee designates as not includible as
Compensation under this Plan.
(2) For purposes of determining whether an individual is a
Highly Compensated Employee, and for purposes of
satisfying the limits on contributions described in
section 4.5, "Compensation" means an Employee's compensa
tion, as defined in Code section 415(c)(3) and the
applicable Treasury regulations thereunder. Such amount
shall be increased by any Employee deferrals pursuant to
any cash or deferred arrangement under Code section 401(k)
maintained by an Employer and any amounts excluded from
wages by reason of an election to reduce wages in lieu of
benefits under Code section 125.
(3) For purposes of applying the limits of Code section 415,
as described in section 4.7, "Compensation" means an
Employee's compensation as defined in Code section
415(c)(3) and the applicable Treasury regulations there
under.
(4) The Compensation of each Employee that may be taken into
account under the Plan shall not exceed the first $150,000
of an Employee's Compensation (as adjusted by the
Secretary of the Treasury pursuant to Code section
401(a)(17)(B)). In determining the Compensation of an
Employee for purposes of the foregoing limitation, the
rules of Code section 414(q)(6) shall apply, except in
applying such rules, the term "family" shall include only
the Employee's spouse and any lineal descendants of the
Employee who have not attained age 19 before the close of
the Plan Year.
(j) "Core Investment Funds" mean the Fixed Income Fund, the
Large Company Stock Fund, the Small Company Stock Fund,
the International Stock Fund, and such other Investment
Funds designated to be Core Investment Funds in the Trust
Agreement.
(k) "Corporation" means Tupperware Corporation, a Delaware
corporation.
(l) "Disability" means a total physical or mental inability to
perform work, resulting from injury or disease, which is
expected to be permanent, as determined by the Administrative
Committee. The existence of a "Disability" shall be determined
by the Administrative Committee according to uniform
principles consistently applied, and based upon such evidence
as the Administrative Committee believes necessary or
desirable.
(m) "Distribution" means the distribution of the common stock of
the Corporation by Premark International, Inc. to its
shareholders.
(n) "Effective Date" means May 1, 1996.
(o) "Eligible Employee" means an Employee of an Employer whose
base of employment is within the United States or any Employee
who is a United States citizen participating in the
United States Social Security program and who is employed by
an Employer that is a foreign Affiliate. The definition of
"Eligible Employee" is, however, subject to the following
provisions:
(1) The term "Eligible Employee" shall not include an
Employee who is an active Participant in or eligible for
active participation in any other Employer-sponsored
individual account plan (as defined in section 3(34) of
ERISA) which is intended to be qualified under Code
section 401(a).
(2) An Employee who is covered by a collective bargaining
agreement where retirement benefits are the subject of
good faith bargaining shall not be an "Eligible Employee"
unless such collective bargaining agreement provides for
participation in this Plan and unless such participation
in the Plan has been approved by the Management Committee.
(3) An Employee of an Employer who is employed only on a
seasonal basis shall not be an "Eligible Employee."
(p) "Employee" means any person who is employed by, or is on an
approved leave of absence from an Employer, the Corporation
or an Affiliate.
(q) "Employee Before-Tax Contributions" means the contributions
made by an Employer on behalf of a Participant pursuant to
the Participant's election to reduce Compensation as
described in section 4.3(a).
(r) "Employee Rollover Contribution" means the contribution(s)
made by an Eligible Employee pursuant to section 4.8.
(s) "Employer" means the Corporation, any Affiliate which is
designated as an Employer, and any other Affiliate which, with
the approval of the Management Committee, elects to become a
party to the Plan by adopting the Plan for the benefit of its
Eligible Employees in accordance with the procedures of
section 13.1. The term "Employer" will also include any
successor as provided in sections 11.4 and 14.9.
(t) "Employer Contributions" means the contributions made by an
Employer on behalf of a Participant as described in section
4.1.
(u) "Employer Matching Contributions" means the contributions made
by an Employer on behalf of a Participant, conditioned on the
making of Employee Before-Tax Contributions, as described in
section 4.3(b).
(v) Employer Stock" means the common stock of the Company and
securities convertible into common stock of the Company,
except that the term "Employer Stock" shall mean the common
stock of Premark International, Inc. and securities
convertible into such common stock for the period between the
Effective Date and the date of the distribution by Premark
International, Inc. to its shareholders of the outstanding
shares of the Company's common stock. During any temporary
period after such date of distribution during which the Trust
continues to hold shares of common stock of Premark
International, Inc. the term Employer Stock" shall mean both
(i) the common stock of the Company and securities convertible
into common stock of the Company and (ii) common stock of
Premark International, Inc. and securities convertible into
such common stock.
(w) "Employer Stock Fund" means an Investment Fund invested
primarily in Employer Stock securities convertible into
Employer stock.
(x) "Employment Commencement Date" means the first day on which an
Employee first performs an Hour of Service for an Employer or
an Affiliate or, if applicable, the first day following a One-
Year Period of Severance on which an Employee performs an Hour
of Service for an Employer or Affiliate.
(y) "Employment Year" means a 12-consecutive-month period
commencing with an Employee's Employment Commencement Date or
with any anniversary thereof.
(z) "ERISA" means the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.
(aa) "Forfeiture" means that portion of a Member's Employer
Contribution Account which is not vested upon termination of
his employment and which is forfeited pursuant to section 6.2.
(bb) "Highly Compensated Employee" means, with respect to a Plan
Year, any Employee who at any time during the 12-month period
immediately preceding such Plan Year--
(1) received compensation, as defined under Code section
414(q)(7), from the Employer and all Affiliates in excess
of $75,000 (as effective January 1, 1987 and adjusted by
the Secretary of the Treasury under Code section 415(d)),
(2) received compensation, as defined under Code section
414(q)(7), from the Employer and all Affiliates in excess
of $50,000 (as effective January 1, 1987 and adjusted by
the Secretary of the Treasury under Code section 415(d))
and was in the top-paid 20 percent of Employees,
(3) was an officer who received compensation, as defined under
Code section 414(q)(7), in excess of one-half the limit
under Code section 415(b)(1)(A), or
(4) was a 5-percent owner.
Highly Compensated Employee also means, with respect to a Plan
Year, any Employee who, at any time during such Plan Year, met
the descriptions contained in paragraph (1), (2), or (3) and
was among the top-paid 100 Employees or any Employee who was a
5 percent owner. A former employee or a family member of a
Highly Compensated Employee shall be treated as a Highly
Compensated Employee to the extent required by section
414(q)(6) or (9) of the Code and the regulations thereunder.
In determining who is a Highly Compensated Employee, the
following rules shall apply:
(A) For purposes of determining the number of employees in the
top-paid 20 percent, the following employees are excluded:
(i) employees who have not completed six months of service;
(ii) employees who normally work less than 17 1/2 hours per
week;
(iii) employees who normally work during not more than six
months during any Plan Year;
(iv) employees who have not attained age 21; and
(v) to the extent allowable under Treasury regulation
section 1.414(q)-1T, employees covered by a collective
bargaining agreement between employee representatives
and the Employer or an Affiliate.
(B) The number of officers is limited to 50 (or, if lesser,
the greater of three employees or 10 percent of
employees),excluding those employees described in (A)(i),
(ii), (iii),(iv), and (v) above.
(C) When no officer has compensation in excess of the dollar
limit described in (3) above (as adjusted for increases in
the cost of living as prescribed by the Secretary of the
Treasury), the highest paid officer is treated as highly
compensated.
(D) A Highly Compensated Employee shall include a former
employee who separated from service prior to the Plan Year
and who was an active Highly Compensated Employee for
either (i) the year the employee separated from service,
or (ii) any Plan Year ending on or after the employee's
fifty-fifth birthday. If the employee separated from
service before January 1, 1987, such an employee shall be
included as a Highly Compensated Employee only if the
employee was a 5-percent owner or received compensation in
excess of $50,000 during (I) the employee's year of
separation or the year preceding such year, (II) any
year ending on or after such employee's fifty-fifth
birthday, or (III) the last year ending before such
employee's fifty-fifth birthday.
Alternatively, the simplified identification of highly
compensated employees under section 4 of Revenue Procedure
93-42 may be used, including the use of a snapshot day if
applicable.
(cc) "Hour of Service" means a period of employment, as defined in
section 3.6.
(dd) [Section Reserved.]
(ee) "Investment Fund" means an investment fund established by the
Trust Agreement. The Management Committee shall have the
discretion to establish new funds and terminate such existing
funds as it shall deem appropriate.
(ff) "Investment Manager" means an "investment manager," as defined
in section 3(38) of ERISA, who is appointed by the Management
Committee to manage, acquire or dispose of any assets of the
Trust Fund.
(gg) "Management Committee" means the Management Committee for
Employee Benefits of Tupperware Corporation appointed by the
Compensation and Employee Benefits Committee of the Board of
Directors. The Management Committee shall be charged with the
responsibility for arranging for the administration of the
Plan to the extent delegated to it by the Corporation and such
other duties and responsibilities as are set forth elsewhere
in this Plan.
(hh) "Member" means a Participant or a former Participant who has a
balance in his Account.
(ii) [Section Reserved.]
(jj) "Mix Fund" means Mix A Fund, Mix B Fund, Mix C Fund, Mix D
Fund, or such other Investment Fund designated as a Mix Fund
in the Trust Agreement.
(kk) "One-Year Period of Severance" means a period of absence from
employment, as described in section 3.5.
(ll) "Participant" means an Eligible Employee who has met and
continues to meet the eligibility requirements of the Plan as
set forth in section 3.1. An Eligible Employee who makes an
Employee Rollover Contribution to the Plan pursuant to section
4.8 prior to satisfying the eligibility requirements of
section 3.1 shall be treated as a Participant under the Plan
solely with respect to his Employee Rollover Contribution
Account and the Eligible Employee shall not be entitled to
have any other contributions under the Plan prior to
completing such eligibility requirements.
(mm) "Plan" means this Tupperware Corporation Retirement Savings
Plan.
(nn) "Plan Year" means, for the first Plan Year, the period
beginning on the Effective Date and ending on December 31,
1996 and thereafter means the 12-consecutive-month period
ending each December 31.
(oo) "Prior Plan" means the Premark International, Inc. Retirement
Savings Plan, as in effect immediately before the Effective
Date.
(pp) [Section Reserved.]
(qq) "Section 16 Insider" means any Member, Beneficiary, or other
person (including, if applicable, the Trust) who is an
officer, director, or 10 percent beneficial owner of the
Corporation subject to section 16 of the Securities Exchange
Act.
(rr) "Securities Exchange Act" means the Securities Exchange Act of
1934, as it may be amended from time to time.
(ss) "Service" means such period or periods of employment of an
Employee by an Employer or an Affiliate, as described in
section 3.3.
(tt) "Severance from Service" means the date a Member's Service
ceases, as determined in section 3.4.
(uu) "Social Security Wage Base" means, with respect to any Plan
Year, an amount equal to the maximum compensation on which
Federal Social Security taxes (under the Federal Insurance
Contributions Act and applicable regulations) would be
applicable on the first day of such Plan Year, regardless of
whether compensation is in fact subject to such tax.
(vv) [Section reserved.]
(ww) "Trust" means the trust created by agreement between the
Corporation and the Trustee, or if there shall be more than
one such agreement at any time, all such trusts collectively,
as amended from time to time.
(xx) "Trust Agreement" means any agreement establishing a trust,
which forms a part of the Plan, to receive, hold, invest and
dispose of the Trust Fund.
(yy) "Trustee" means the bank, trust company, corporation,
individual, individuals, or combination thereof, acting as
trustee under the Trust Agreement at any time of reference.
(zz) "Trust Fund" means the assets and liabilities of every kind
and description held under the Trust Agreement.
(aaa)"Valuation Date" means each day the New York Stock Exchange is
open for trading, or such other date(s) occurring within a
Plan Year as directed by the Management Committee.
2.2 Gender and Number
Unless the context clearly requires otherwise, the masculine
pronoun whenever used shall include the feminine and neuter
pronouns, and the singular shall include the plural.
2.3 Prior Plan Definitions
References in this Plan to terms that are defined in this Plan
shall also be deemed to refer to comparable or similar terms
defined in the Prior Plan.<PAGE>
Article III. Participation and Service
3.1 Participation
(a) Each Employee who is a participant in the Prior Plan
immediately before the Effective Date and who is an Eligible
Employee on the Effective Date shall become a Participant in
the Plan on the Effective Date. Each other Employee who is or
becomes an Eligible Employee on or after the Effective Date
shall become a Participant in the Plan as follows:
(1) If an Eligible Employee's customary employment is for at
least 1,000 Hours of Service during a year, the Employee
shall become a Participant on the first day of the month
coinciding with or next following the date he has
completed six months of Service.
(2) If an Eligible Employee's customary employment is not for
at least 1,000 Hours of Service during a year, the
Employee shall become a Participant on the first day of
the month coinciding with or next following the
completion of at least 1,000 Hours of Service during the
12-month period following his Employment Commencement
Date or during any Plan Year thereafter.
An Eligible Employee whose customary employment is for at
least 1,000 Hours of Service per year shall be eligible to
make a Rollover Contribution before becoming a Participant. An
Eligible Employee whose customary employment is not for at
least 1,000 Hours of Service during a year shall not be
eligible to make a Rollover Contribution until he becomes a
Participant.
(b) A former Participant who is rehired after a Severance from
Service, but before a One-Year Period of Severance, shall
resume active participation in the Plan upon the first day of
the month coinciding with or next following such reemployment
if he then satisfies the requirements of subsection (a). A
former Participant who is rehired after a One-Year Period of
Severance shall resume active participation in the Plan upon
such reemployment if his prior service is reinstated under
subsection 3.3(c) and if he then satisfies the requirements of
subsection (a); if his service is not reinstated under
subsection 3.3(c), he shall resume active participation in the
Plan upon satisfaction of the requirements of subsection (a)
following his reemployment.
(c) An Employee who has a Severance from Service before meeting
the requirements of subsection (a) and is rehired before a
One-Year Period of Severance shall participate in the Plan
upon satisfaction of the requirements of subsection (a). The
Employee's Service for determining eligibility shall be based
on Service before the termination (to the extent reinstated
under section 3.3), the period of absence, and his Service
after his reemployment. An Employee who has a Severance from
Service before meeting the requirements of subsection (a) and
is rehired after a One-Year Period of Severance shall
participate in the Plan upon satisfaction of the requirements
of subsection (a) following his reemployment.
3.2 Duration of Participation
A Participant shall continue to be a Participant until he ceases to
be an Eligible Employee; thereafter, he will be a Member for as
long as he has a vested balance in his Account.
3.3 Service
Service shall be used to determine a Member's eligibility to
receive benefits and to determine if an Employee's Service prior to
a Severance from Service shall be reinstated upon reemployment. An
Employee shall be credited for Service for his period of employment
with an Employer and an Affiliate as follows:
(a) Service shall be credited in whole years and days, with each
365 days (366 days for any period of employment containing
February 29) constituting one whole year.
(b) For employment prior to the Effective Date, an Employee shall
receive credit for Service equal to the "Service" he had under
the Prior Plan. For employment on and after the Effective
Date, an Employee shall receive credit for Service from the
later of such date or his Employment Commencement Date to his
Severance from Service.
(c) If an Employee who has had a Severance from Service is
subsequently reemployed as an Employee, Service shall be
credited as follows:
(1) If he is reemployed before a One-Year Period of Severance
occurs, the Service he had at such Severance shall be
reinstated immediately upon his reemployment and, if such
Severance from Services resulted from resignation,
discharge or retirement, he shall receive credit for
Service for the period between his Severance from Service
and his reemployment.
(2) If he is reemployed after a One-Year Period of Severance
occurs, he shall be considered a new Employee for purposes
of the Plan except--
(A) If at such Severance from Service he had a vested
interest in any portion of his Employer Contribution
Account, the Service he had at such Severance shall be
reinstated immediately upon his reemployment.
(B) If subparagraph (A) is not applicable, and if the
number of consecutive One-Year Periods of Severance
does not equal or exceed the greater of five years or
the number of years of Service he had before such One-
Year Period of Severance, such Employee shall be
credited with the years of Service he had at such
Severance immediately upon his reemployment.
(d) If a business unit, plant, or facility is acquired by an
Employer or Affiliate, the Management Committee may, in its
sole discretion, extend Service to include employment at the
business unit, plant or facility prior to such acquisition.
Such Service shall be extended to Employees at the business
unit, plant, or facility in a uniform and nondiscriminatory
manner.
(e) An Employee may also receive credit for Service with any
entity which is a member of a controlled group of corporations
which, at any time, included the Corporation or any
predecessor. The Management Committee may determine that
Service may be credited for such employment provided it is
credited on a uniform and nondiscriminatory basis.
3.4 Severance from Service
Severance from Service means the earlier of (a) or (b) below:
(a) the date the Employee resigns, is discharged, retires, or
dies, or
(b) the first anniversary of the first day of an Employee's
absence from employment with an Employer or an Affiliate (with
or without pay) for any reason other than in (a) above, such
as vacation, sickness, disability, leave of absence, layoff,
or military service (except as otherwise provided in section
3.8); provided, however, that an Employee who fails to return
to employment at the expiration of a leave of absence shall be
deemed to have had a Severance from Service on the first to
occur of the expiration of his leave or the first anniversary
of the first day of his absence (except as provided in
subsection 3.5(b)).
3.5 One-Year Period of Severance
(a) A One-Year Period of Severance means each 12-consecutive-month
period beginning on the date an Employee incurs a Severance
from Service and ending on each anniversary of such date,
provided that the Employee does not perform an Hour of Service
for the Employer or any Affiliate during such period.
(b) Solely for purposes of determining whether a One-Year Period
of Severance has occurred, in the case of an Employee who is
absent from work beyond the first anniversary of the first
date of an absence and the absence is by reason of maternity
or paternity, the date the Employee incurs a Severance from
Service shall be the second anniversary of the first date of
the Employee's absence. The period between the first and
second anniversary of the first date of absence will not
constitute Service. For purposes of this subsection, an
absence from work by reason of maternity or paternity means an
absence:
(1) by reason of pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such
individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
This subsection shall not apply to an individual unless the
individual furnishes the Administrative Committee such timely
information as the committee may require to establish that an
absence is by reason of maternity or paternity and the length of
the period for such absence.
3.6 Hours of Service
An Employee shall receive credit for each hour for which the
Employee is paid, or is entitled to payment, for the performance of
duties for an Employer or an Affiliate. Hours of Service shall be
credited in accordance with the rules of Department of Labor
regulation section 2530.200b-2.
3.7 Leased Employees
A person who is not an Employee of an Employer or an Affiliate and
who performs services for an Employer or an Affiliate pursuant to
an agreement between the Employer or an Affiliate and a leasing
organization shall be considered a "leased employee" if such person
performed the services on a substantially full-time basis for a
year, and the services are of a type historically performed by
employees. A person who is considered a "leased employee" of an
Employer or an Affiliate shall not be considered an Employee for
purposes of participating in this Plan or receiving any
contribution or benefit under this Plan. A leased employee shall be
excluded from this Plan regardless of whether the leased employee
participates in any plan maintained by the leasing organization.
However, if a leased employee (or if a person who would be a leased
employee upon satisfaction of the service requirement described in
this section) participates in the Plan as a result of subsequent
employment with an Employer or an Affiliate, he shall receive
Service for his employment with an Employer or an Affiliate under
the leasing agreement. Notwithstanding the preceding provisions of
this section, a leased employee shall be treated as an Employee for
purposes of applying the requirements described in Code section
414(n)(3) and for purposes of determining the number and identity
of Highly Compensated Employees.
3.8 Special Provisions for Participants Who Enter the Armed Forces
If a Participant is absent from employment for military service
with the armed forces of the United States and returns to
employment within the period required under any federal law
pertaining to veterans' reemployment rights, he shall receive
Service for the period of his absence from employment.
3.9 Transfer of Employment
(a) The transfer of an Eligible Employee, whether before or after
becoming an Eligible Employee, from the Employer to an
Affiliate or from an Affiliate to the Employer shall not be
deemed a Severance from Service for purposes of computing his
Service and for purposes of making distributions under this
Plan or any other plan of an Affiliate.
(b) If a Member's employment is, or was, transferred from an
Employer to an Affiliate, or from an Affiliate to an Employer,
the Member shall be credited with Service, for purposes of
vesting, for all of his employment with the Employer and any
Affiliate, before and after such transfer. Such Service shall
be credited in accordance with section 3.3. Pursuant to
section 4.9, the Member may receive an Employer Contribution
under this Plan for the portion of the Plan Year in which he
was employed by an Employer before or after his employment
transfer.<PAGE>
Article IV. Contributions
Article IV. Contributions
4.1 Employer Contributions
Each Employer shall make an Employer Contribution for each pay
period during a Plan Year on behalf of each Participant employed by
such Employer who during the Plan Year satisfies the criteria for
allocation of an Employer Contribution (under section 4.2) during
such year. Such contribution shall be equal to 3 percent of the
Participant's Compensation up to the Social Security Wage Base and
6 percent of the Participant's Compensation in excess of the Social
Security Wage Base.
Employer Contributions shall be paid to the Trustee not later than
the time prescribed by law for such Employer to obtain a federal
income tax deduction for the Plan Year for which such Employer
Contribution is made. In no event shall an Employer make an
Employer Contribution for any Plan Year which, when added to
Employee Before-Tax and Employer Matching Contributions for such
Plan Year, is greater than the maximum amount deductible from
income under the applicable provisions of the Code.
4.2 Allocation of Employer Contributions
The Employer Contributions shall be allocated as of the Valuation
Date selected by the Management Committee in respect of which such
Employer Contributions were paid (even though receipt of the
Employer Contribution by the Trustee may take place after the end
of such month). Employer Contributions shall be allocated to each
Participant of the Employer who received Compensation during such
month. If a Participant enters the Plan during a Plan Year, any
compensation paid during such Plan Year before entry into the Plan
that, but for having been paid before entry into the Plan, would
have been Compensation under the Plan shall be considered in
determining the Participant's Compensation for purposes of
determining his allocation for the portion of the Plan Year
following his entry into the Plan. However, no allocation shall be
made with respect to compensation paid before his entry into the
Plan.
4.3 Employee Before-Tax and Employer Matching Contributions
(a) Employee Before-Tax Contributions.
(i) Each Participant may elect, in the manner specified by the
Administrative Committee, to reduce his Compensation in
whole percentages between 1 and 16 percent (except as may
be required pursuant to sections 4.5(f) and 4.7), and to
have the amount by which his Compensation is reduced
contributed on his behalf by his Employer as an Employee
Before-Tax Contribution to the Plan. Such election may be
made as of the first day of any month after becoming
eligible to participate and shall become effective as soon
as reasonably practicable after the election is made.
(ii) Such Participant may elect no more than four times each
Plan Year, in the manner specified by the Administrative
Committee, and effective as soon as reasonably practicable
thereafter, to increase or decrease his Compensation
reductions (within the percentage limits stated above).
Such elections shall be effective only with respect to
Compensation not yet earned as of the effective dates of
such elections.
(iii) A Participant may elect no more than twice each Plan Year,
in the manner specified by the Administrative Committee,
to cease future Compensation reductions effective as soon
as reasonably practicable following the election.
(iv) Upon ceasing future Compensation reductions, an election
to again reduce Compensation may be made, in the manner
specified by the Administrative Committee, effective as
soon as reasonably practicable following such election,
and such election shall count as an election under
subsection (a)(2).
(v) The Administrative Committee may adopt rules concerning
the administration of this subsection. The Employee
Before-Tax Contributions made on behalf of each
Participant shall be paid by each Employer to the Trustee
as soon as practical after each pay period and allocated
to such Participant's Employee Before-Tax Contribution
Account each pay period.
(b) Employer Matching Contributions. For each pay period, each
Employer shall make an Employer Matching Contribution on
behalf of each Participant employed by such Employer for whom
an Employee Before-Tax Contribution was made in such pay
period. The Employer Matching Contribution paid by the
Employer to the Plan for each pay period and allocated to each
such Participant shall be equal to 50 percent of the Employee
Before-Tax Contributions made by the Participant during the
pay period (up to the first 6 percent of the Participant's
Compensation during such pay period). Employer Matching
Contributions shall be paid by each Employer to the Trustee as
soon as practical after the end of every pay period and
allocated to such Participant's Employer Contribution Account
as of the end of the pay period.
4.4 Application of Forfeitures
Forfeitures occurring during any Plan Year in the Account of a
Participant shall be used to restore amounts to reemployed
Participants under section 6.2. Any remaining Forfeitures shall be
used to reduce future Employer Contributions and Employer Matching
Contributions due under sections 4.1 and 4.3 from the respective
Employers of the Participants who incurred the Forfeitures.
4.5 Limitations on Contributions
(a) Limit on Employee Before-Tax Contributions.
(1) In no event shall any Employer make Employee Before-Tax
Contributions for any calendar year, with respect to any
Participant, in excess of the $7,000 limit set forth in
Code section 402(g) (as effective January 1, 1987 and
adjusted by the Secretary of the Treasury to reflect
increases in the cost of living). This limit shall be
applied by aggregating all plans and arrangements
maintained by the Corporation and all Affiliates that
provide for elective deferrals (as defined in Code section
402(g)).
(2) If this limit would be exceeded by contributions to this
Plan or another plan maintained by the Corporation or an
Affiliate, the Administrative Committee shall distribute
the amount of such excess (plus earnings thereon) to the
Member. If this limit would be exceeded by contributions
to this Plan and to a qualified retirement plan of another
employer, the Administrative Committee shall distribute
the amount of such excess (plus earnings thereon) to the
Member if the Member provides the Administrative Committee
with a written claim requesting a refund of the excess.
Excess contributions mean elective deferrals (under Code
section 402(g)) in excess of the annual limit on such
deferrals in Code section 402(a)(8). The Administrative
Committee may require additional proof regarding the
existence of excess elective deferrals.
(b) Actual Deferral Percentage ("ADP") Test. In no event shall any
Employer make Employee Before-Tax Contributions for any Plan
Year that would result in the actual deferral percentage
("ADP") of the group of Highly Compensated Employees eligible
to participate in the Plan exceeding the greater of--
(1) one and one-quarter times the ADP of the group of all
other Eligible Employees; or
(2) the lesser of (A) two times the ADP of the group of all
other Eligible Employees or (B) the ADP of the group of
all other Eligible Employees plus two percentage points.
The ADP of each group of Eligible Employees for any Plan Year
shall be the average of the ratios (calculated separately for
each Eligible Employee in each group) of (i) the Employee
Before-Tax Contributions made on behalf of each Eligible
Employee for such Plan Year to (ii) such Eligible Employee's
Compensation, earned while such Employee was an eligible
employee within the meaning of Treasury regulation section
1.401(k)-1(g)(4)(i) for such Plan Year. To the extent
necessary to conform to the foregoing limitation, the
Administrative Committee shall reduce Employee Before-Tax
Contributions made on behalf of the Highly Compensated
Employees. Such reduction shall be effected by reducing
Employee Before-Tax Contributions made on behalf of Highly
Compensated Employees (in the order of their ADPs) beginning
with the Highly Compensated Employees who elected the highest
percentage of such contributions.
Any such reduction in the Employee Before-Tax Contributions
made on behalf of any Participant shall be refunded to the
Participant as soon as administratively possible, together
with any income allocable to such excess contributions for the
Plan Year for which the excess contributions were made and for
the period between the end of that Plan Year and the date of
distribution, as provided in the rules adopted by the
Administrative Committee at the time. In no event, however,
shall such excess contributions or such income allocable
thereto be left undistributed any later than the last day of
the Plan Year following the Plan Year in which such excess
contributions were made.
For purposes of the ADP test described in this subsection--
(I) An Employee Before-Tax Contribution will be taken into
account for a Plan Year only if it relates to Compensation
that either would have been received by the Eligible
Employee in the Plan Year (but for the deferral election)
or is attributable to services performed by the Eligible
Employee in the Plan Year and would have been received by
the Eligible Employee within 2 1/2 months after the close
of the Plan Year (but for the deferral election); and
(II) An Employee Before-Tax Contribution will be taken into
account for a Plan Year only if it is allocated to the
Eligible Employee as of a date within that Plan Year. For
this purpose, an Employee Before-Tax Contribution is
considered allocated as of a date within a Plan Year if
the allocation is not contingent on participation or
performance of services after such date and the Employee
Before-Tax Contribution is actually paid to the Trust Fund
no later than 12 months after the Plan Year to which the
contribution relates.
(c) Actual Contribution Percentage ("ACP") Test. In no event shall
Employer Matching Contributions for any Plan Year be made
which would result in the actual contribution percentage
("ACP") of the group of Highly Compensated Employees eligible
to participate in the Plan to exceeding the greater of--
(1) one and one-quarter times the ACP of the group of all
other Eligible Employees; or
(2) the lesser of (A) two times the ACP of the group of all
other Eligible Employees or (B) the ACP of the group of
all other Eligible Employees plus two percentage points.
The ACP of each group of Eligible Employees for any Plan Year
shall be the average of the ratios (calculated separately for
each Eligible Employee in each group) of (i) the Employer
Matching Contributions made on behalf of each Eligible
Employee for such Plan Year to (ii) such Eligible Employee's
Compensation earned while such Employee was an eligible
employee within the meaning of Treasury regulation section
1.401(m)-1(f)(4)(i) for such Plan Year. To the extent
necessary to conform to such limitation, the Administrative
Committee shall reduce Employer Matching Contributions made on
behalf of the Highly Compensated Employees in a manner similar
to the method used in subsection 4.5(b). Any such reduction in
the Employer Matching Contributions made on behalf of any
Participant shall be paid to the Participant (if vested) or
treated as a forfeiture under section 4.4 (if forfeitable).
Such payment or forfeiture shall include any income allocable
to such excess contributions for the Plan Year for which the
excess contributions were made and for the period between the
end of that Plan Year and the date of distribution. In no
event shall such excess contributions or such income allocable
thereto be paid to the Participant any later than the last day
of the Plan Year following the Plan Year in which such excess
contributions were made.
For purposes of the ACP test described in this subsection, an
Employer Matching Contribution will be taken into account for
a Plan Year only if it is (I) made on account of the Eligible
Employee's Employee Before-Tax Contributions for the Plan
Year, (II) allocated to the Eligible Employee's Employer
Contribution Account as of a date within that Plan Year, and
(III) paid to the Trust Fund by the end of the twelfth month
following the close of that Plan Year.
(d) Combination and Restructuring. The Administrative Committee
may comply with the requirements of this section by combining
contributions under this Plan with contributions under any
other defined contribution plan maintained by the Corporation
or any Affiliate or adopting any other methodology permitted
under guidelines established by the Secretary of the Treasury.
To the extent permitted by applicable regulations, the
Administrative Committee may elect to take Employee Before-Tax
Contributions into account in applying the ACP test.
(e) Special Rules. For purposes of determining whether the Plan
satisfies the ADP test of subsection (b) and the ACP test of
subsection (c), the following rules shall apply:
(1) All elective contributions that are made under two or more
plans that are aggregated for purposes of Code section
401(a)(4) or 410(b) (other than Code section
410(b)(2)(A)(ii)) are to be treated as made under a single
plan. All matching contributions made under two or more
plans that are similarly aggregated are to be treated as
made under a single plan. If two or more plans are
permissively aggregated for purposes of section Code
401(k) or 401(m), the aggregated plans must also be
treated as a single plan for purposes of satisfying Code
sections 401(a)(4) and 410(b).
(2) In calculating the ADP or the ACP, the actual deferral
ratio ("ADR") or the actual contribution ratio ("ACR"), as
applicable, of a Highly Compensated Employee will be
determined by treating all cash-or-deferred arrangements
or all plans subject to Code section 401(m) (as
applicable) under which the Highly Compensated Employee is
eligible (other than those that may not be permissively
aggregated) as a single arrangement. If a Highly
Compensated Employee participates in two or more cash-or-
deferred arrangements, or in two or more plans subject to
Code section 401(m), that have different plan years, all
cash-or-deferred arrangements or arrangements subject to
Code section 401(m) (as applicable) ending with or within
the same calendar year shall be treated as a single
arrangement.
Notwithstanding the foregoing, plans shall be treated as
separate if mandatorily disaggregated under regulations
under Code section 401(k) or 401(m).
(3) In the case of a Highly Compensated Employee who is either
a 5-percent owner or one of the ten most Highly
Compensated Employees and is thereby subject to the family
aggregation rules of Code section 414(q)(6)--
(A) the ADR for the family group (which is treated as one
Highly Compensated Employee) is the ADR determined by
combining the elective contributions, compensation,
and amounts treated as elective contributions of all
eligible family members, and
(B) the ACR for the family group (which is treated as one
Highly Compensated Employee) is the greater of (i) the
ACR determined by combining the contributions and
compensation of all eligible family members who are
Highly Compensated Employees without regard to family
aggregation, and (ii) the ACR determined by combining
the contribution and compensation of all family
members.
Except to the extent taken into account in the
preceding sentence, the elective contributions,
compensation, and amounts treated as elective
contributions, and the contributions and compensation
of all family members are disregarded in determining
the ADPs and ACPs for the groups of Highly Compensated
Employees and nonhighly compensated employees.
(4) In the case of a Highly Compensated Employee whose ADR or
ACR is determined under the family aggregation rules, the
determination of the amount of excess contributions shall
be made as follows, in accordance with the "leveling"
method described in Treasury regulation section
1.401(k)-1(f)(2) or 1.401(m)-1(e)(2) (as applicable):
(A) First, the ADR or ACR (as applicable) of the Highly
Compensated Employee with the highest ADR or ACR is
reduced to the extent necessary to satisfy the ADP
test or the ACP test (as applicable) or cause such
ratio to equal the ADR or ACR (as applicable) of the
Highly Compensated Employee with the next highest
ratio.
(B) Second, this process is repeated until the ADP or ACP
test (as applicable) is satisfied.
(5) The amount of excess contributions and income allocable
thereto to be refunded shall be reduced by excess
deferrals under subsection (a) previously distributed for
the taxable year ending in the same Plan Year, and excess
deferrals under subsection (a) to be distributed for a
taxable year will be reduced by excess contributions and
income allocable thereto previously distributed or
recharacterized for the Plan Year beginning in such
taxable year.
If a Highly Compensated Employee's elective contributions are
reduced in order to enable the Plan to satisfy the ADP test, a
corresponding reduction shall be made to the contributions
that would otherwise have matched said elective contributions.
(f) Additional Action. The Administrative Committee may take such
additional action as it shall consider appropriate to ensure
compliance with the requirements of this section. Such action
may include, but is not limited to, reducing the maximum
amount of Employee Before-Tax Contributions under section 4.3
that can be contributed on behalf of any group of Highly
Compensated Employees.
(g) Multiple-Use Limitation. To the extent required by rules
issued under Code section 401(m)(9), the limits of this
section shall be applied in a manner that reflects any
restrictions on the multiple use of the alternative limitation
contained in paragraph (2) of subsections (b) and (c) of this
section. Any such restriction on the multiple use of the
alternative limitation shall be implemented pursuant to
uniform rules to be adopted by the Administrative Committee.
(h) Other Requirements. The determination of ADP and ACP amounts
of any Participant shall satisfy such other requirements as
may be permitted by the Secretary of the Treasury.
4.6 Contingency of Contributions on Profits
This Plan is designated as a profit sharing plan under Code section
401(a). However, payment by an Employer of contributions to the
Plan shall not be contingent upon the existence of current or
accumulated profits of the Employer.
4.7 Limits on Annual Additions
(a) A Participant's "annual addition" (within the meaning of Code
section 415(c)) may not exceed the lesser of--
(1) $30,000 (or, if greater, one-fourth of the dollar
limitation in effect under Code section 415(b)(1)(A)), or
(2) 25 percent of such Participant's Compensation for such
Plan Year.
(b) If in any Plan Year a Participant is covered both under any
defined contribution plan and under any defined benefit plan,
the sum of the defined benefit plan fraction (as defined in
Code section 415(e)(2)) and the defined contribution plan
fraction (as defined in Code section 415(e)(3)) for such Plan
Year shall not exceed one. It is intended that the benefits
payable under any defined benefit plan will be reduced to the
extent necessary to prevent the sum of such fractions for any
Plan Year from exceeding one before contributions to any
defined contribution plan will be reduced. "Any defined
benefit plan" means all defined benefit plans of the
Corporation and Affiliates considered as one plan. "Any
defined contribution plan" means all defined contribution
plans of the Corporation and Affiliates considered as one
plan. In applying the limitations of this section 4.7,
"Affiliate" shall have the meaning prescribed in section
2.1(c), except that in applying Code sections 414(b) and (c),
the phrase "more than 50 percent" shall be substituted for the
phrase "at least 80 percent" each place it appears in Code
section 1563(a)(1).
(c) If in any Plan Year a Participant's annual addition exceeds
the limitation determined under subsection (a) above, such
excess shall not be allocated to the Participant's accounts in
any defined contribution plan but shall be handled in the
following manner and order until such excess is eliminated:
(1) the Participant's portion of the allocation of Employee
Before-Tax Contributions or any part thereof shall be
refunded to the Participant; and
(2) the Participant's portion of the allocation of Employer
Contributions or any part thereof shall be placed in a
suspense account. The amount held in such suspense
account that is attributable to contributions of an
Employer shall be used to reduce contributions by that
Employer for the next following Plan Year. Such suspense
account shall share in the gains and losses of the Trust
Fund on the same basis as other Accounts.
The above reductions shall be applied to this Plan first, and
thereafter to any other defined contribution plan.
4.8 Employee Rollover Contributions
An Eligible Employee may, in accordance with procedures approved by
the Administrative Committee, contribute the following amounts to
the Plan:
(a) part or all of a distribution or proceeds from a sale of
distributed property which, prior to January 1, 1993,
qualifies as a "qualified total distribution" or, after
December 31, 1992, an "eligible rollover distribution" from a
trust described in Code section 401(a) and exempt from tax
under Code section 501(a), less any amounts considered to be
employee after-tax contributions;
(b) a distribution from an individual retirement account or
annuity, the entire amount of which distribution is from a
source described in (a) above; or
(c) a trust-to-trust transfer from a prior employer's plan,
provided that the Employee can establish to the satisfaction
of the Administrative Committee that such prior employer's
plan meets the qualification requirements under Code section
401(a).
A contribution described in subsection 4.8(a) or (b) must be paid
over to the Trustee on or before the sixtieth day after receipt by
the Employee of the distribution. All contributions described in
this section and shall be held in the Trust Fund under this Plan
as a completely separate account in the name of the Employee whose
interest is being held. Such account shall be fully vested and
nonforfeitable, and subject to the distribution and withdrawal
provisions of Article VI.
4.9 Coordination of Benefits
(a) If an Employee transfers into employment that entitles the
Employee to participate in the Plan, or if an Employee
transfers out of employment that entitled the Employee to
participate in the Plan, the Employee may receive an Employer
Contribution under this Plan only for the portion of the Plan
Year in which he was a Participant.
(b) For purposes of determining the treatment of transferred
employees--
(1) In applying any Plan provision requiring employment with
an Employer on the last day of a Plan Year, any employment
with an Employer or with any Affiliate shall be sufficient
to satisfy the Plan provision.
(2) Any compensation paid during a Plan Year prior to the date
of a transfer shall be counted in determining the
Participant's Compensation over the Social Security Wage
Base.
Article V. Vesting in Accounts
5.1 Employee Contribution Accounts
A Member shall at all times be fully vested and have a
nonforfeitable interest in his Employee Before-Tax Contribution
Account, Employee After-Tax Contribution Account, and Employee
Rollover Contribution Account.
5.2 Employer Contribution Accounts
(a) Vesting Schedule. A Member who is credited with an Hour of
Service shall have a vested and nonforfeitable interest in his
Employer Contribution Account in accordance with the following
schedule:
Completed Years of Service Vested Percentage
fewer than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
(b) Accelerated Vesting. Notwithstanding subsection
(a) above, a Member shall be fully vested and have
a nonforfeitable interest in his entire Employer
Contribution Account if--
(1) he attains age 65 while still an Employee;
(2) he dies or suffers a Disability while an
Employee;
(3) while he is an Employee, contributions to the
Plan are completely discontinued or the Plan
is terminated, or the Plan is partially
terminated and such Member is affected by such
partial termination; or
(4) he entered before January 1, 1990 and he
attains age 60 while still an Employee.
(c) Sale of Business Unit or Closing of Facility. In
the event of the sale of a business unit, the
closing of a facility, or a reduction in force,
the affected Participants will have their vested
account balances determined in accordance with the
provisions of Article XV.
Article VI. Distributions and Withdrawals
6.1 Distribution Upon Severance From Service
(a) Upon a Member's Severance from Service, the full
value of the Member's Employee Before-Tax
Contribution Account, Employee After-Tax
Contribution Account, Employee Rollover
Contribution Account, and the vested portion (as
determined under section 5.2) of his Employer
Contribution Account shall be distributed in
accordance with subsection 6.1(a) and sections
6.2, 6.3, and 6.4.
(b) The value of the Account shall be determined as
soon as reasonably practicable following the date
of such Severance from Service. Subject to the
provisions of section 6.3, if the nonforfeitable
portion of a Member's Account is equal to or less
than $3,500 and never exceeded $3,500 at the time
of any prior distribution, then such distribution
shall be made as soon as practicable following the
Member's Severance from Service. Subject to the
provisions of section 6.3, if the nonforfeitable
portion of a Member's Account exceeds $3,500, or
ever exceeded $3,500 at the time of any prior
distribution, then such distribution shall be made
as soon as reasonably practicable following the
earliest of a request for distribution made in the
manner specified by the Administrative Committee
or the Member's, attainment of age 65, or death,
and the value of the Account shall include any
amounts credited to his Account and any amounts
debited from his Account as of the Valuation Date
on which distribution is made to the Member. The
$3,500 threshold amount under this section shall
automatically be increased to the extent permitted
under applicable law.
6.2 Forfeitures
(a) If a Member has a Severance from Service, the
vested portion of his Account shall continue to be
maintained and adjusted under sections 8.3 and 8.4
until such portion is distributed under the
applicable provisions of this Plan. The portion of
his Account, if any, which is not vested at the
time of his Severance from Service shall be deemed
a Forfeiture at the time of such Severance from
Service and applied in accordance with section 4.4
as soon as practicable following the Member's
Severance from Service. A Forfeiture described in
this subsection shall be conditional, pending the
Member's reemployment or the date the Member
incurs five consecutive One-Year Periods of
Severance.
(b) If a Member has a Severance from Service and is
thereafter reemployed before five consecutive One-
Year Periods of Severance, the amount treated as a
conditional Forfeiture, plus imputed earnings
thereon, shall be restored to the Member's
Employer Contribution Account as the new beginning
balance in such Account on the basis of the
Member's most recent investment election. In the
absence of an investment election, the restored
amount shall be invested in the Fixed Income Fund.
Any amounts to be restored pursuant to this
subsection shall be derived from Forfeitures
arising in the Plan Year of such restoration. If
the Forfeitures are not sufficient to provide for
the amounts to be restored in such Plan Year, the
Employer shall make an additional contribution to
the Plan to provide the remaining amounts to be
restored. Such additional Employer contribution
shall be in addition to the Employer Contributions
and Employer Matching Contributions made pursuant
to sections 4.1 and 4.3 and shall not be subject
to the allocation provisions of sections 4.2 and
4.3. For purposes of this subsection, the amount
imputed as earnings upon a conditional Forfeiture
shall be determined as if the conditional
Forfeiture were invested in the Fixed Income Fund
from the time the conditional Forfeiture occurred
until the time of restoration under this
subsection.
(c) If a Member who is less than fully vested under
the provisions of section 5.2 receives a
distribution of less than the entire value
credited to his Employer Contribution Account, is
subsequently reemployed before incurring five
consecutive One-Year Periods of Severance, and
again incurs a Severance from Service before
becoming fully vested in his Employer Contribution
Account, his vested amount in such Account at his
later Severance from Service shall be determined
by the following formula:
X = P (AB + D) - D
For purposes of the foregoing formula, as of any
relevant time:
X = the Member's vested interest in his Employer
Contribution Account;
P = the vested percentage in his Employer
Contribution Account determined under
section 5.2;
AB= the balance in his Employer Contribution
Account; and
D = the amount of the distribution.
(d) If a Member who is less than fully vested in his
Employer Contribution Account has a Severance from
Service and is not reemployed before incurring
five consecutive One-Year Periods of Severance,
any conditional Forfeitures occurring at his
Severance from Service shall become permanent
Forfeitures.
(e) If a Member who has had five consecutive One-Year
Periods of Severance and a permanent Forfeiture
pursuant to this section is subsequently
reemployed by an Employer, he shall not be
entitled, as a result of the years of Service
following his five consecutive One-Year Periods of
Severance, to a recalculation of the vested
percentage of his Employer Contribution Account
for Service prior to the commencement of his
Severance from Service.
6.3 Commencement of Distributions
(a) Distribution of the nonforfeitable portion of a
Member's Account that is equal to or less than
$3,500 pursuant to section 6.1(b) shall be made or
commence to the Member, without the Member's
consent, as soon as practicable following his
Severance from Service.
(b) Distributions of a Member's Account greater than
$3,500 shall be made or commence to the Member,
with the Member's consent, as soon as practicable
following his Severance from Service and shall
begin not later than:
(1) the sixtieth day after the close of the Plan
Year in which he attains his sixty-fifth
birthday,
(2) the sixtieth day after the close of the Plan
Year in which his Severance from Service
occurs, or
(3) a later distribution commencement date, as
elected by the Member.
Notwithstanding the preceding provisions of this
subsection, the Member may not defer his
distribution commencement date beyond the
December 31 of the calendar year in which the
Member attains age 70 1/2, as described in section
6.8.
(c) Subject to the provisions of section 6.4 relating
to survivors' annuities and subject to the minimum
distribution rules of section 6.7, upon the death
of a Member any unpaid vested balance in his
Account shall be distributed to the Member's
Beneficiary in a single payment, as soon as
practicable after his death. This subsection (c)
shall only apply if--
(1) the Member has a Beneficiary other than the
Member's spouse; or
(2) the Member's vested Account balance at the
time of his Severance from Service does not
exceed $3,500.
(d) Subject to the provisions of section 6.4 relating
to survivor annuities and subject to the required
distribution rules of section 6.8 relating to
death of a Member prior to commencement of his
benefits, if--
(1) the Member's spouse is his Beneficiary; and
(2) the Member's Account balance at the time of
his death exceeds $3,500; then the unpaid
vested balance in his Account at the time of
his death shall be distributed to his
Beneficiary on the first day of the month next
following the date the Member would have
attained age 65; provided, however, that the
Beneficiary may request commencement of the
benefit at any time after the Member's death.
(e) Amounts payable hereunder shall continue to be
maintained and adjusted pursuant to sections 8.3
and 8.4 pending such payment.
6.4 Method of Distribution
(a) The normal form of distribution shall be in a
single payment. Distributions shall be made in
cash to the extent a Member's Account is invested
in an Investment Fund other than the Employer
Stock Fund. To the extent a Member's Account at
the time of distribution is invested in the
Employer Stock Fund:
(1) If the value of the Account invested in such
fund and payable to the Member is less than or
equal to $3,500, the distribution shall be in
cash; and
(2) If the value of the Account invested in such
fund and payable to the Member exceeds $3,500,
the distribution shall be either in cash, or
in full shares of stock of the Corporation
(and in cash for any fractional shares), as
the Member shall elect.
(b) A Member (or his surviving spouse Beneficiary in
the event of his death) may elect, in the manner
prescribed by the Administrative Committee, to
have an annuity contract purchased on his behalf
from an insurance company in lieu of a single sum
payment under subsection (a). Such annuity
contract shall provide that the normal form of
annuity payment for a married Member shall be an
annuity for the life of the Member with a survivor
annuity for the life of his spouse which is 50
percent of the amount of the annuity payable
during the joint lives of the Member and the
Member's spouse and shall provide that the normal
form of annuity payment for an unmarried Member
shall be an annuity for the lifetime of the
Member. The other annuities available under this
subsection shall include a single life annuity
(available to married Members), a 50 percent or a
100 percent joint and survivor annuity (available
either with the Member's spouse, if any, as the
joint annuitant or with any other Beneficiary
designated as the joint annuitant), and a ten-year
certain and life annuity.
If a Member who elects to have an annuity contract
purchased on his behalf is married and dies prior
to the annuity starting date, the Member's
surviving spouse shall receive a preretirement
survivor annuity, payable for the life of such
spouse, with a value equal to 50 percent of the
unpaid vested balance in such Member's Account.
Such surviving spouse, upon becoming eligible for
a preretirement survivor annuity, may elect
another method of distribution, as permitted to a
surviving spouse Beneficiary in accordance with
this section 6.4. The Beneficiary of the other
50 percent of the unpaid vested balance in such
Member's Account shall be determined pursuant to
section 14.1 and distribution to such Beneficiary
shall be made in accordance with section 6.3 and
this section 6.4.
(c) The annuities payable pursuant to subsection (b)
shall have a value equal to the account balance
which is distributable to the Member pursuant to
section 6.1. Each Member who elects to have an
annuity contract purchased on his behalf pursuant
to subsection (b) shall be provided with a written
explanation of the survivor annuities no less than
30 days and no more than 90 days prior to the
commencement of benefits. The written explanation
shall describe the terms and conditions of the
survivor annuities, the Member's right to make
(and the effect of) an election to waive the
normal form of annuity, the right of the Member's
spouse to consent in writing to such waiver, the
right to make (and the effect of) a revocation of
an election to waive such annuity, and a general
description of the eligibility conditions,
features, and relative values of the optional
forms of payment available under the annuity
contract. Consent of the Member's spouse may not
be revoked.
Each Member who has elected to have an annuity
contract purchased on his behalf pursuant to
subsection (b) may elect, at any time during the
90-day period ending on the annuity starting date,
to waive the normal form of annuity payment and
select another form of payment. In the case of a
married Member, the Member's election to waive the
normal form of annuity payment pursuant to this
subsection in favor of another form of payment
(other than the 100 percent joint and survivor
annuity with the Member's spouse as the joint
annuitant), shall not take effect unless--
(1) the spouse of the Member consents in writing
to such election, such election designates a
form of benefit payment and/or a Beneficiary
that may not be changed without spousal
consent (or consent of the spouse expressly
permits designations by the Member without any
requirement of further consent by the spouse),
and the spouse's consent acknowledges the
effect of such election and is witnessed by a
notary public or by a person authorized to do
so by the Administrative Committee, or
(2) it is established to the satisfaction of the
Administrative Committee that the consent
required under paragraph (1) may not be
obtained because there is no spouse, because
the spouse cannot be located, or because of
such other circumstances as the Secretary of
the Treasury may by regulations prescribe.
(d) A Member who was a Participant in the Tupperware
Profit Sharing Retirement Trust before January 1,
1989, and a surviving spouse Beneficiary of such a
Member may also elect to receive quarterly
installments in a specified amount (of at least
$75) continuing until the Member's Account is
fully depleted; provided, however, that, as of the
date specified in subsection 6.8(a), the
distributions shall be subject to the requirements
of section 6.8. A Member who was a Participant in
the Tupperware Profit Sharing Retirement Trust
before January 1, 1989 (but not the Beneficiary of
a deceased Member) may receive a distribution, in
a single sum, equal to the balance in the Member's
Employee After-Tax Contribution Account, not
including any earnings thereon. The remainder in
the Member's Account will then be distributable
under the provisions of this section 6.4.
(e) Notwithstanding the provisions of subsections (a)
through (d), the benefit of each Member whose
balance payable under section 6.1 is less than or
equal to $3,500 shall be paid, without the consent
of the Member or the Member's Beneficiary, in a
single payment and shall be in cash.
(f) Annuity payments under section 6.4(b) shall be
made through the purchase of an annuity contract
from an insurance company. Purchase of such a
contract shall constitute a complete distribution
of the Member's Account.
(g) Amounts payable under this section shall continue
to be maintained and adjusted pursuant to sections
8.3 and 8.4 pending payment (or purchase of an
annuity contract).
(h) An Alternate Payee may elect any method of
distribution available to the Member from whom the
Alternate Payee's benefit arises, except for a
joint and survivor annuity with a spouse
subsequent to the Member as Beneficiary.
6.5 Hardship Withdrawals
(a) Subject to the approval of the Administrative
Committee under the terms of the "Tupperware
Corporation Hardship Withdrawal Procedure," a
Member who is an Employee may make a hardship
withdrawal equal to all or any part of the balance
in his Employee Before-Tax Contribution Account,
Employee Rollover Contribution Account, and
Employee After-Tax Contributions Account;
provided, however, that no earnings on his
Employee Before-Tax Contributions, Employee After-
Tax Contributions, or Employee Rollover Con
tributions may be withdrawn. A hardship withdrawal
shall only be made in the event of a financial
hardship, which shall include the following
situations:
(1) Expenses for medical care described in Code
section 213(d) previously incurred by the
Member, the Member's spouse, or any dependents
of the Member (as defined in Code section 152)
or necessary for these persons to obtain
medical care described in Code section 213(d);
(2) Costs directly related to the purchase of a
principal residence for the Member (excluding
mortgage payments);
(3) Payment of tuition, related educational fees
and room and board for the next 12 months of
post-secondary education for the Member, the
Member's spouse, children, or dependents (as
defined in Code section 152);
(4) Payments necessary to prevent the eviction of
the Member from the Member's principal
residence or foreclosure on the mortgage on
that residence; or
(5) Such other situations that impose an immediate
and heavy financial need on the Member
consistent with Code section 401(k) and the
regulations thereunder.
(b) A Member's request for a withdrawal must be
accompanied or supplemented by such evidence of
hardship and financial need as the Administrative
Committee may reasonably require. Such evidence
respecting financial need will include representa
tions from the Member and the Member's spouse, if
any, that the need cannot reasonably be relieved:
(1) through reimbursement or compensation by
insurance or otherwise;
(2) by liquidation of the Member's assets
(including assets of the Member's spouse and
minor children, if any), to the extent such
liquidation would not itself cause an
immediate and heavy financial need;
(3) by cessation of Employee Before-Tax
Contributions; or
(4) by other distributions or loans from plans
maintained by any employer, or by borrowing
from commercial sources on reasonable
commercial terms.
(c) Approval or denial of hardship withdrawal requests
shall be determined in accordance with the
procedures established by the Administrative
Committee and the Administrative Committee's
decision shall be final. The amount of such
withdrawal shall be limited to that amount which
the Administrative Committee determines is
necessary to meet the immediate financial needs
created by the hardship (including any applicable
taxes and penalties on the withdrawal). A Member
may not revoke his withdrawal request after the
distribution has been made.
(d) Hardship withdrawals shall be paid pro rata from
the Investment Funds in which the Member's
contributions are invested. Such contributions
shall be depleted from the Employee's Account in
the following order:
(A) Employee After-Tax Contributions;
(B) Employee Rollover Contributions; and
(C) Employee Before-Tax Contributions, first out
of the Supplemental Contribution Account and
then out of the Basic Contribution Account.
(e) Under no circumstances may a Member withdraw any
portion of his Account if such withdrawal would
cause any loan to the Member under section 6.12 to
violate the provisions of section 6.12.
6.6 Withdrawals of Employee Contributions
An Employee may make a withdrawal equal to all or any
part of the balance in his Employee After-Tax Contribu-
tion Account; provided, however, that no earnings may
be withdrawn from such account. An Employee may not
make more than one withdrawal during any Plan Year and
withdrawals shall be made pursuant to such rules as the
Administrative Committee may prescribe. A Member may
not revoke his withdrawal request. Withdrawals pursuant
to this section 6.6 shall be paid pro rata from the In-
vestment Funds in which the Member's Employee After-Tax
Contributions. Under no circumstances may a Member
withdraw any portion of his Employee After-Tax
Contribution Account if such withdrawal would cause any
loan to the Member under section 6.12 to violate the
provisions of section 6.12.
6.7 Minimum Distributions
Notwithstanding anything to the contrary contained in
this Article VI--
(a) All distributions under this Plan shall comply
with the requirements of sections 6.8 and 6.9.
(b) All distributions under this Plan shall be made in
accordance with Code section 401(a)(9) and the
regulations thereunder. Provisions of the Plan
regarding payment of distributions shall be
interpreted and applied in accordance with Code
section 401(a)(9) and the regulations thereunder.
6.8 Required Distributions
(a) In no event may the distribution of a Member's
benefits commence later than the December 31 of
the calendar year in which the Member attains age
70 1/2.
(b) A Member's benefits will be distributed, beginning
not later than the date required pursuant to
subsection (a), over the life of the Member, or
over the lives of such Member and a Beneficiary,
or over a period not extending beyond the life
expectancy of such Member or the joint life
expectancy of such Member and a Beneficiary.
(c) If the distribution of a Member's benefits have
begun in accordance with subsection (a), and the
Member dies after the required commencement date
under subsection (a) but before his entire
interest in the Plan has been distributed to him,
the remaining portion of the Member's benefits
will be distributed at least as rapidly as under
the method of distribution in effect at the date
of the Member's death.
(d) If a Member dies prior to the commencement of the
Member's benefits and the Member's required
commencement date under subsection (a), the
Member's benefits will be distributed within five
years after the end of the year in which the
Member's death occurs, except as permitted under
subsections (e) and (f).
(e) If--
(1) any portion of a Member's benefits are payable
to a Beneficiary,
(2) such portion will be distributed over the life
of such Beneficiary or over a period not ex
tending beyond the life expectancy of the
Beneficiary, and
(3) such distributions begin not later than the
last day of the calendar year following the
year of the Member's death; the portion
referred to in subsection (e)(1) shall be
treated as distributed within the time
required under subsection (d).
(f) If the Beneficiary referred to in subsection
(e)(1) is the surviving spouse of the Member, the
date on which distributions are required to begin
under subsection (e)(3) shall not be earlier than
the date the Member would have attained age
70 1/2.
(g) If the distribution of a Member's benefits begin
in accordance with subsection (a) while the Member
is an Employee, the Member's required minimum
distribution under section 6.7 shall be paid as a
single sum in each calendar year during which the
Member is an Employee, unless in such year the
Member has a Severance from Service and his
benefits have commenced in accordance with section
6.7.
6.9 Incidental Death Benefit
(a) If payment of a Member's benefit under this Plan
is by a distribution directly to the Member from
such Member's Account, the minimum amount which
must be distributed each calendar year shall be
the amount determined by dividing the balance in
the Member's Account by the "applicable divisor."
The "applicable divisor" shall be determined under
regulations issued by the Secretary of the
Treasury under the incidental death benefit
requirements of Code section 401(a)(9).
(b) If payment of a Member's benefit under this Plan
is by a distribution in the form of the purchase
of an annuity contract, such annuity contract may
only be payable for a period not to exceed the
lifetime of the Member or the lifetimes of the
Member and his Beneficiary. If the Member's
Beneficiary is not his spouse, the periodic
annuity payments payable to the Beneficiary may
not exceed the "applicable percentage" of the
annuity payments payable to the Member. The
"applicable percentage" shall be determined
pursuant to regulations issued by the Secretary of
the Treasury under Code section 401(a)(9).
6.10 Calculation of Life Expectancies
Life expectancies of Members and Beneficiaries under
this Article VI shall not be subject to recalculation.
6.11 Withholding Taxes
An Employer may withhold from a Member's Compensation,
and the Trustee may withhold from any payment under
this Plan, any taxes required to be withheld with re-
spect to contributions or benefits under this Plan and
such sum as such person may reasonably estimate as
necessary to cover any taxes for which they may be
liable and which may be assessed with respect to
contributions or benefits under this Plan.
6.12 Loans
Each Member who is an Eligible Employee (and each
party-in-interest, as defined in section 3(14) of
ERISA, with a balance in his Account and who is a
terminated Employee, Beneficiary, or Alternate Payee)
may, with the approval of the Applicable Named
Fiduciary, borrow amounts from his Employee Before-Tax
Contribution Account, Employee Rollover Contribution
Account, and Employee After-Tax Contribution Account.
The minimum amount of any loan shall be $1,000, and no
Member may have more than one loan outstanding at any
time. Each request for a loan shall be submitted on a
form prescribed by the Administrative Committee. The
Applicable Named Fiduciary shall direct the Trustee to
make a loan to a Member who completes a loan applica-
tion and who meets the applicable loan requirements,
secured by the vested amount in the Member's Account.
The terms of such loan shall be determined by the
Administrative Committee, subject to the following
conditions:
(a) The term of such loan shall not exceed the earlier
of (1) five years or (2) such Member's Severance
from Service (if the Member is not a party-in-
interest). To the extent that such loan is unpaid
at the time a distribution of such Member's
Account becomes payable, such unpaid amount shall
be deducted from the amount otherwise payable from
his Account. Any unpaid loan amount shall be
automatically offset against the Member's Account
upon the Member's Severance from Service, to the
extent not prohibited by Code section 401(k) and
the Treasury regulations thereunder and to the
extent the unpaid loan amount is not repaid before
the loan is in default.
(b) Such loan shall bear a reasonable rate of
interest, which rate shall be one percentage point
over the prime rate on commercial loans at large
U.S. money center commercial banks, as determined
by the Administrative Committee.
(c) The amount of such loan shall not exceed the
lesser of--
(1) $50,000, reduced by the highest outstanding
balance of loans from the Plan during the
twelve-consecutive-month period ending on the
day the loan was made; or
(2) 50 percent of the vested and nonforfeitable
portion of such Member's Account at the
relevant time.
(d) Such loan shall be evidenced by a promissory note,
in such form and containing such terms and condi
tions as the Administrative Committee from time to
time directs.
(e) Payments of principal and interest shall be made
by approximately equal payments on a basis that
would permit such loan to be amortized over its
term. Prepayments of principal and of interest
accrued through the date of prepayment may be
made, in whole, without penalty. Prepayments may
not be made within the first 12 months of loan
repayment, unless the prepayment is made as a
result of the Member's termination of employment.
Loans shall be repaid by payroll deductions,
unless otherwise permitted by the Administrative
Committee on a basis that does not discriminate in
favor of Highly Compensated Employees.
(f) Amounts of principal and interest received on a
loan shall be credited to such Member's Employee
Before-Tax Contribution Account, Employee Rollover
Contribution Account, and Employee After-Tax
Contribution Account using his current investment
election for future Employee Before-Tax Contribu
tion, Employee Rollover Contribution, and Employee
After-Tax Contribution Accounts, and the
outstanding loan balance shall be considered an
investment of the assets of such account.
(g) In the case of a married Member, a loan shall be
made only with the written consent of the Member's
spouse. Such consent shall be obtained within the
90-day period ending on the date the loan is
secured by the vested amount in the Member's
account and, if the normal form of distribution
for the Member is an annuity described in section
6.4(b) or if the Member has elected such an
annuity form of distribution, such consent shall
comply with the applicable requirements of section
6.4(c)(1) and (2).
(h) The following Members are not eligible to request
a loan:
(1) terminated Employees, Beneficiaries, and
Alternate Payees (unless they are parties-in-
interest);
(2) Members who have an outstanding loan;
(3) Members who have repaid an outstanding loan in
full within the last six months prior to a
loan request; and
(4) Members who have defaulted on a loan within
the last two years prior to a loan request.
(i) Loans shall be governed by any guidelines or
program provisions established by the
Administrative Committee on a basis that does
not discriminate in favor of Highly
Compensated Employees and by any other rules
established by the Administrative Committee
consistent with any such guidelines and with
the Plan.
6.13 Direct Rollovers of Eligible Distributions
(a) Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a
distributee's election under this section, a
distributee may elect, at the time and in the
manner prescribed by the Administrative Committee,
to have any portion of an eligible rollover
distribution paid directly to an eligible
retirement plan specified by the distributee in a
direct rollover, provided that the eligible
rollover distribution is not less than $200.
(b) The following definitions shall apply to the terms
used in this section:
(1) Eligible rollover distribution. An eligible
rollover distribution is any distribution of
all or any portion of the balance to the
credit of the distributee, except that an
eligible rollover distribution does not
include: any distribution that is one of a
series of substantially equal periodic
payments (not less frequently than
annually) made for the life (or life
expectancy) of the distributee or the joint
lives (or joint life expectancies) of the
distributee and the distributee's designated
beneficiary, or for a specified period of ten
years or more; any distribution to the extent
such distribution is required under Code
section 401(a)(9); and the portion of any
distribution that is not includible in gross
income (determined without regard to the
exclusion for net unrealized appreciation with
respect to employer securities).
(2) Eligible retirement plan. An eligible
retirement plan is an individual retirement
account described in Code section 408(a), an
individual retirement annuity described in
Code section 408(b), an annuity plan described
in Code section 403(a), or a qualified trust
described in Code section 401(a), that accepts
the distributee's eligible rollover
distribution. However, in the case of an
eligible rollover distribution to the
surviving spouse, an eligible retirement plan
is an individual retirement account or
individual retirement annuity.
(3) Distributee. A distributee includes an
Employee or former Employee. In addition, an
Employee's or former Employee's surviving
spouse and an Employee's or former Employee's
spouse or former spouse who is the Alternate
Payee under a qualified domestic relations
order, as defined in Code section 414(p), are
distributees with regard to the interest of
the spouse or former spouse.
(4) Direct rollover. A direct rollover is a
payment by the Plan to the eligible retirement
plan specified by the distributee.
Article VII. Investment Elections
7.1 Investment of Contributions
(a) Investment Election. (i) Employee Before-Tax
Contributions, Employee Rollover Contributions.
Each Participant may elect to invest any whole
percentage of his Employee Before-Tax Contribution
Account, Employee Rollover Contribution Account
and Employee After-Tax Contribution Account and
any future contributions to those Accounts made
after such election in -----
(A) any one or more of the Core Investment
Funds, or
(B) any one of the Mix Funds.
In addition, a Participant may elect to invest any
whole percentage, to a maximum of fifty percent
(50%), of his Employee Before-Tax Contribution
Account, Employee Rollover Contribution Account and
Employee After-Tax Contribution Account and any
future contributions to those Accounts made after
such election in the Employer Stock Fund.
(ii) Employer Matching Contributions and Employer
Contributions. A Participant's Employer Matching
Contributions made after December 31, 1996 shall
be invested in the Employer Stock Fund. Each
Participant may elect to invest any whole
percentage of the balance of his Employer
Contributions Account attributable to his Employer
Matching Contributions contributed before January
1, 1997 in -----
(A) the Employer Stock Fund,
(B) any one or more of the Core Investment
Funds, or
(C) any one of the Mix Funds.
A Participant may elect to invest any whole
percentage of (I) the balance of his Employer
Contributions Account attributable to Employer
Contributions and (II) any future Employer
Contributions made after such election in -----
(A) the Employer Stock Fund,
(B) any one or more of the Core Investment
Funds, or
(C) any one of the Mix Funds.
(iii) Diversification of Employer Matching
Contributions. Upon attaining age 50, a
Participant may elect to invest a maximum of
twenty-five percent (25%) of his Employer
Matching Contributions made on or after
January 1, 1997 in any one or more of the Core
Investment Funds or any one of the Mix Funds.
Upon attaining age 55, each Participant may
elect to invest a maximum of fifty percent
(50%) of his Employer Matching Contributions
made on or after January 1, 1997 in one or
more of Core Investment Funds or any one of
the Mix Funds. Upon attaining age 62, each
Participant may elect to invest a maximum of
one hundred percent (100%) of his Employer
Contributions Account attributable to Employer
Matching Contributions made on or after
January 1, 1997 in one or more of Core
Investment Funds or any one of the Mix Funds.
(b) Each Participant may make investment elections in
the manner specified by the Administrative
Committee upon becoming a Participant. Such
investment will be in increments specified by the
Administrative Committee.
(c) A Participant may change his investment election
as of any Valuation Date, subject to section 7.2.
A change will be subject to the limits described
in subsections 7.1(a).
(d) Each Member's interest in an Investment Fund shall
be equal to the value of the number of units held
in the Member's Account for that Investment Fund,
multiplied by the value of such unit. The value of
the unit is determined each Valuation Date by the
Trustee and the number of units of the Investment
Fund held in each Member's Account is determined
each Valuation Date by the Applicable Named
Fiduciary.
(e) An Alternate Payee or Beneficiary of a Member
shall have the same ability to make investment
elections as the Member.
7.2 Investment Procedures
Each Member may elect, as of any Valuation Date, to
have all or a portion of his current Account balance in
any Investment Fund transferred to any one or more
Investment Funds, to the extent provided in section 7.1
or change his election with respect to future Employer
Contributions to be invested in the Employer Stock
Fund. A Member may make such an election once each
calendar quarter and at any eight other times during
each calendar year. Such election may also be made as
of any additional dates that may be selected by the
Administrative Committee. A Member who is reemployed
and who, pursuant to section 6.2, has a Forfeiture plus
imputed earnings restored to his Employer Contribution
Account will have the restored amount invested in the
same manner as his most recent investment election.
7.3 Transfer of Assets
The Administrative Committee shall direct the Trustee
to transfer moneys or other property from the
appropriate Investment Fund(s) to the other Investment
Fund(s) as may be necessary to carry out the aggregate
transfer transactions after the Administrative
Committee has caused the necessary entries to be made
in the Participants' Accounts in the Investment Funds
and has reconciled offsetting transfer elections, in
accordance with uniform rules therefor established by
the Administrative Committee.
The Applicable Named Fiduciary shall also cause future
Employer Contributions, Employee Before-Tax
Contributions, Employee Rollover Contributions, and
Employee After-Tax Contributions to be invested in the
Investment Funds in accordance with the Participants'
directions in accordance with sections 7.1 and 7.2.
Article VIII. Accounts and Records of the Plan
8.1 Accounts and Records
The Accounts and records of the Plan shall be
maintained by the Applicable Named Fiduciary (or its
delegate) and shall accurately disclose the status of
the Accounts of each Member or his Beneficiary in the
Plan. Each Member shall be advised from time to time,
at least once during each Plan Year, as to the status
of his Account.
8.2 Trust Fund
Each Member shall have an undivided proportionate
interest in the Plan's interest in the Trust Fund which
shall be measured by the proportion that the market
value of his Account bears to the total market value of
all Accounts as of the Valuation Date.
8.3 Valuation and Allocation of Expenses
As of each Valuation Date, the Trustee shall determine
the fair market value of the Trust Fund after first
deducting any expenses which have not been paid by the
Employers pursuant to section 14.10.
8.4 Allocation of Earnings and Losses
As of each Valuation Date, and following the valuation
described in section 8.3, the Applicable Named
Fiduciary, with the assistance of the Trustee, shall
allocate the net earnings and gains or losses of each
Investment Fund of the Trust Fund since the preceding
Valuation Date to each Member's Account in the same
proportion that the market value of his Account in such
Investment Fund bears to the total market value of all
Members' Accounts in such Investment Fund; and, for
this purpose, the Applicable Named Fiduciary shall
adopt uniform rules which conform to applicable law and
generally accepted accounting practices.
Article IX. Financing
9.1 Financing
The Corporation, or the Management Committee acting on
behalf of the Corporation, shall enter into a Trust
Agreement in order to implement and carry out the pro-
visions of the Plan and to finance the benefits under
the Plan. All rights which may accrue to any person
under the Plan shall be subject to all the terms and
provisions of such Trust Agreement. The Corporation, or
the Management Committee acting on behalf of the
Corporation, may modify the Trust Agreement in
accordance with the terms of such Agreement from time
to time to accomplish the purposes of the Plan.
9.2 Contributions
The Employers shall make such contributions to the
Trust Fund as are required by the provisions of the
Plan, subject to the right of the Management Committee,
acting on behalf of the Corporation, to amend, modify,
or terminate the Plan. Such contributions are made
contingent on the deductibility of such contributions
under Code section 404.
9.3 Nonreversion
(a) No Employer shall have any right, title, or
interest in the contributions made to the Trust
Fund, and no part of the Trust Fund shall revert
to any Employer. However, if a contribution is
made to the Trust Fund by an Employer by a mistake
of fact, then such contribution shall be returned
to such Employer within one year after the payment
of the contribution.
(b) All contributions to the Trust Fund are contingent
on the deductibility of such contributions. If any
part or all of a contribution is disallowed as a
deduction under Code section 404, then to the
extent such contribution is disallowed as a
deduction it shall be returned to such Employer
within one year after the disallowance.
9.4 Rights in the Trust Fund
Except as otherwise required by law or as may be
provided in section 10.39, persons eligible for
benefits under the Plan are entitled to look only to
the Trust Fund for the payment of such benefits and
have no claim against any Employer, the Administrative
Committee, the Management Committee, the Investment
Committee, or any other person. No person has any right
or interest in the Trust Fund except as expressly
provided in the Plan.
Article X. Administration and Investment Management
10.1 thru 10.12 [Sections Reserved]
10.13 General
The Board of Directors has established the Compensation
and Directors Committee of the Board of Directors
("Compensation Committee") and the Management
Committee, and has enabled each such committee to have
the power , authority and responsibility to act, to the
extent delegated to each such committee, on behalf of
the Corporation (and therefore all Employers), with
respect to matters which relate to the Plan and Trust,
but not on behalf of the Plan and Trust. The
Management Committee also has the power, authority and
responsibility to act, to the extent provided in the
Plan and Trust, on behalf of the Plan and Trust, but
not on behalf of the Corporation. Individuals may be
appointed by the Compensation Committee or the Board of
Directors to serve as members of the Management
Committee, and may act on behalf of the Corporation or
the Plan or Trust. The Compensation Committee and the
Management Committee, respectively, shall act only on
behalf of either (1) the Corporation or (2) the Plan or
Trust, depending on the source of enabling power and
authority.
10.14 Management Committee Acting as Employer
The Management Committee has such authority and control
to act on behalf of the Corporation as shall be granted
to it from time to time by the Compensation Committee
and elsewhere in the Plan and the Trust, and as set
forth below:
(a) to amend or terminate the Plan, to the extent
permitted by the Compensation Committee, in part
or completely;
(b) to designate which employee groups are eligible to
participate in the Plan;
(c) to select, monitor and remove, as necessary,
consultants, actuaries, underwriters, insurance
companies, third party administrators, or other
service providers, and to appoint and remove any
such person as an Applicable Named Fiduciary, and
determine and delegate to them their duties and
responsibilities, either directly or by the
adoption of Plan provisions which specify such
duties and responsibilities;
(d) to appoint and consult with legal counsel,
independent consulting or evaluation firms,
accountants, actuaries, or other advisors, as
necessary, to perform its functions;
(e) to determine what expenses, if any, related to the
operation and administration of the Plan and the
investment of Plan assets, may be paid from Plan
assets, subject to applicable law;
(f) to recommend to the Compensation Committee all
Plan changes, if any, requiring the Compensation
Committee's approval;
(g) to report to the Compensation Committee any Plan
matters of significance to the Corporation or an
Employer;
(h) to review with the Office of the Chairman any
proposals which would be submitted to the
Compensation Committee;
(i) to establish such policies and make such other
delegations or designations necessary or
incidental to the Corporation's sponsorship of the
Plan;
(j) to adopt, amend or terminate, in part or
completely, a Trust document, provided such action
is consistent with the Plan for which the Trust is
established and the terms of such Trust document;
(k) to monitor Plan investments in employer securities
for compliance with applicable laws;
(l) to determine the funding of Plan benefits and
related matters;
(m) to report to the Compensation Committee any Plan
funding or investment policies of significance to
the Corporation or an Employer; and
(n) to take any other actions necessary or incidental
to the performance of the above stated powers and
duties.
10.15 [Section Reserved]
10.16 Management Committee as an Applicable Named
Fiduciary
(a) The Management Committee, acting on behalf of the
Plan or Trust and subject to subparagraph (b)
hereof, shall be an Applicable Named Fiduciary
with respect to the authority to manage and
control the administration and operation of the
Plan, including without limitation, the management
and control with respect to the operation and
administration of the Plan contained in the
Administrative Services Agreement with Hewitt
Associates, LLC, or any successor thereof, which
has been specifically designated in such
agreement as being the responsibility of the
Management Committee, an Employer, the
Corporation, the Administrative Committee, or any
employee, member or delegate of any of them.
(b) The Management Committee shall not be an
Applicable Named Fiduciary whenever it acts on
behalf of the Corporation and, notwithstanding any
other term or provision of the Plan or Trust, the
Management Committee shall cease to be an
Applicable Named Fiduciary with respect to some
specified portion of the operation and
administration of the Plan, to the extent that an
Applicable Named Fiduciary is designated pursuant
to the procedure in the Plan to severally have
authority to manage and control such portion of
the operation and administration of the Plan.
(c) The Management Committee, acting on behalf of the
Plan or Trust and subject to subparagraph (b)
hereof, shall be an Applicable Named Fiduciary
with respect to its authority to manage and
control the Plan's assets, but only to the extent
not inconsistent with the Trust Agreement,
including without limitation, the following:
(1) to appoint and remove the Trustee;
(2) to selectively direct the Trustee as to the
investment and reinvestment of the assets of
the Trust Fund;
(3) to appoint an Investment Manager, by written
notice in writing to the Trustee, to manage,
acquire or dispose of that portion of the
Trust Fund which is assigned to it by the
Management Committee;
(4) to direct the Trustee, by notice in writing to
the Trustee, to enter into an agreement with
an Investment Manager;
(5) to require that the Trustee is subject to the
direction of the Management Committee with
respect to a portion of the Trust Fund;
(6) to appoint any other person or entity which
handles Plan assets, including insurance
companies and custodians; and
(7) to establish written investment policies as to
the Plan and ensure compliance with such
policies and applicable law, including
monitoring the diversification of investments
and avoidance of prohibited transactions, as
well as monitoring investment performance.
(c) The Management Committee shall not be an
Applicable Named Fiduciary whenever it acts on
behalf of the Corporation and, notwithstanding any
other term or provision of the Plan or Trust, the
Investment Committee shall cease to be an
Applicable Named Fiduciary with respect to some
portion of the management and control of the
Plan's assets, to the extent that an Applicable
Named Fiduciary is designated pursuant to the
procedure in the Plan to severally have authority
to manage and control such portion of the
management and control of the Plan's assets.
10.17 [Section Reserved]
10.18 Management Committee Membership and Structure
(a) The Management Committee shall consist of not less
than three persons, each of whom shall be
appointed by the Board of Directors or the
Compensation Committee. Management Committee
members shall remain in office at the will of the
Board of Directors or the Compensation Committee,
and the Board of Directors or the Compensation
Committee may from time to time remove any person
from the Management Committee with or without
cause and shall appoint any successors.
(b) Any individual may be a member of the Management
Committee. Any member of the Management Committee
may resign by delivering his or her written
resignation to the Compensation Committee, and
such resignation shall become effective upon the
date specified therein. A member who is an
Employee shall automatically cease to be a member
upon his or her termination of employment. In the
event of a vacancy in membership, the remaining
members shall constitute the Management Committee
in question with full power to act until the
vacancy is filled.
10.19 [Section Reserved]
10.20 Management Committee Actions
The Management Committee may act, whether as an
Applicable Named Fiduciary on behalf of the Plan or on
behalf of the Corporation, as follows:
(a) The members of the Management Committee and the
may act at a meeting (including a meeting at
different locations by telephone conference) or in
writing without a meeting (through the use of a
single document or concurrent document).
(b) Any Management Committee member by writing may
delegate any or all of his or her rights, powers,
duties and discretions to any other member with
the consent of such other member.
(c) The Management Committee shall act at a meeting by
majority decision, which action shall be effective
as if such action had been taken by all members of
the Management Committee; provided that by
majority action one or more Management Committee
members or other persons may be authorized to act
with respect to particular matters on behalf of
all Management Committee members. Any action that
is taken in writing without a meeting must be by
unanimous consent.
(d) Subject to applicable law, no member of the
Management Committee shall be liable for an act or
omission of the other Management Committee members
in which the former had not concurred.
(e) Any action by the Management Committee on behalf
of this Plan involving its authority to manage and
control the operation and administration of the
Plan or on behalf of the Plan and Trust involving
its authority to manage and control the Plan's
assets shall be treated as an action of an
Applicable Named Fiduciary under this Plan.
(f) Where reference is made in this Plan or Trust that
the Management Committee's action is on behalf of
the Corporation or where the Management Committee
designates in writing that its action is on behalf
of the Corporation, the Management Committee shall
be acting only on behalf of the Corporation and
not as an Applicable Named Fiduciary.
(g) Except as provided in section 10.35, the
Management Committee may, in writing delivered to
the Trustee, empower a representative to act on
its behalf and such person shall have the
authority to act within the scope of such
empowerment to the full extent the Management
Committee could have acted.
10.21 Procedures for Designation of an Applicable Named Fiduciary
The Management Committee, acting on behalf of the
Corporation, may from time to time, designate a person
to be an Applicable Named Fiduciary with respect to
some portion of the authority it may have with respect
to management and control of the operation and
administration of the Plan or the management and
control of the Plan's assets, respectively. Such
designation shall specify the person designated by name
and either--
(a) specify the management and control authority with
respect to which the person will be an Applicable
Named Fiduciary; or
(b) incorporate by reference a contract or agreement
with such person to provide services to or on
behalf of the Plan or Trust and use such contract
or agreement as a means for specifying the
management and control authority with respect to
which such person will be an Applicable Named
Fiduciary. No person who is designated as an
Applicable Named Fiduciary hereunder must consent
to such designation nor shall it be necessary for
the Management Committee to seek such person's
acquiescence. The authority to manage and control,
which any person who is designated to be an
Applicable Named Fiduciary hereunder may have,
shall be several and not joint with the Management
Committee and shall result in the Management
Committee no longer being an Applicable Named
Fiduciary with respect to, nor having any longer,
such authority to manage and control. On and after
the designation of a person as an Applicable Named
Fiduciary, the Corporation, an Employer, the
Management Committee and any other Applicable
Named Fiduciary with respect to the Plan or Trust
shall have no liability for the acts (or failure
to act) of any such Applicable Named Fiduciary
except to the extent of its co-fiduciary duty
under ERISA.
10.22 Compensation
The members of the Management Committee, acting on
behalf of the Plan or Trust, shall serve without
compensation for their services as such.
10.23 Discretionary Authority of each Named Fiduciary
Each Applicable Named Fiduciary on behalf of the Plan
and Trust will enforce the Plan and Trust in accordance
with their terms. Each Applicable Named Fiduciary shall
have full and complete authority, responsibility and
control (unless an allocation has been made to another
Applicable Named Fiduciary in which case such
Applicable Named Fiduciary shall have such authority,
responsibility and control) over that portion of the
management, administration, and operation of the Plan
or Trust allocated to such Applicable Named Fiduciary,
including, but not limited to, the authority and
discretion to--
(a) Formulate, adopt, issue and apply procedures and
rules and change, alter or amend such procedures
and rules in accordance with law and as may be
consistent with the terms of the Plan or Trust;
(b) Exercise such discretion as may be required to
construe and apply the provisions of the Plan or
Trust, subject only to the terms and conditions of
the Plan or Trust; and
(c) Take all necessary and proper acts as are required
for such Applicable Named Fiduciary to fulfill its
duties and obligations under the Plan or Trust.
10.24 Responsibility and Powers of the Management Committee
Regarding Administration of the Plan
The Management Committee shall have full and complete
authority, responsibility and control (unless an
allocation has been made to another Applicable Named
Fiduciary in which case such Applicable Named Fiduciary
shall have such authority, responsibility and control
only if specifically provided) over that portion of the
management, administration, and operation of the Plan
or Trust allocated to the Management Committee, and the
power to act on behalf of the Plan or Trust, including,
but not limited to, the authority and discretion--
(a) to appoint and compensate such specialists
(including attorneys, actuaries and accountants)
to aid it in the administration of the Plan, and
arrange for such other services, as the Management
Committee considers necessary or appropriate in
carrying out the provisions of the Plan;
(b) to appoint and compensate an independent outside
accountant to conduct such audits of the financial
statements of the Trust as the Management
Committee considers necessary or appropriate;
(c) to settle or compromise any litigation against the
Plan or a fiduciary with respect to which the Plan
has an indemnity obligation;
(d) to appoint an Administrative Committee to act as
the final appeals fiduciary under ERISA section
503, to make a final determination, based upon the
information known to the Management Committee
within the scope of its authority and control as
an Applicable Named Fiduciary, based upon
determinations made and such other information
made available from an Employer plus such final
determinations made by each other Applicable Named
Fiduciary within the scope of its authority and
control, as are determined to be relevant to the
Management Committee, as to--
(1) any matter or issue presented to it through
the Plan's claims procedure or
(2) which Applicable Named Fiduciary has an
obligation to make the Plan with respect to a
Participant, or a Participant, whole for
losses which should not have occurred or
profits which should have been earned had such
Applicable Named Fiduciary either not breached
its fiduciary duty to the Plan or not made an
error which resulted in such loss, the amount
of damages each such Applicable Named Fiduciary
shall have, and the method of compensating the
Plan or such Participant. Any final
determination shall not be subject to de novo
review if challenged in court and shall not be
overturned unless proven to be arbitrary and
capricious upon the evidence considered by the
Management Committee at the time of its
decision;
(e) to assure that the Plan does not violate any
provisions of ERISA limiting the acquisition or
holding of any securities of the Corporation held
in the Employer Stock Fund;
(f) to appoint the Administrative Committee to act
within the duties and responsibilities set forth
in section 10.29;
(g) to act as the fiduciary responsible for monitoring
the confidentiality and independent fiduciary
requirements associated with stock of the
Corporation in order for the Plan to qualify as a
"section 404(c)" under Department of Labor
regulations;
(h) to create a legal remedy to the Plan with respect
to a Participant or Beneficiary, or to a
Participant or Beneficiary, for any loss incurred
(whether restitution or opportunity losses) by the
Plan on behalf of such Participant or Beneficiary,
or by such Participant or Beneficiary, due to a
breach of fiduciary duty to the Plan by an
Applicable Named Fiduciary or other error (whether
negligent or willful) which the Management
Committee determines is a substantial contributing
factor to such loss (or a portion of such loss);
provided however, no such remedy shall exist if
the loss is not compensable under the provisions
of error resolution guidelines established or
agreed to by the Management Committee; and
(i) to take all necessary and proper acts as are
required for the Management Committee to fulfill
its duties and obligations under the Plan or
Trust.
10.25 Allocations and Delegations of Responsibility
(a) Delegations. Each Applicable Named Fiduciary may
designate persons (other than an Applicable Named
Fiduciary) to carry out fiduciary responsibilities
(other than trustee responsibilities as described
in section 405(c)(3) of ERISA) it may have with
respect to the Plan or Trust and make a change of
delegated responsibilities. Such delegation shall
specify the delegated person by name and either
(1) specify the discretionary authority with
respect to which the person will be a fiduciary;
or (2) incorporate by reference a contract or
agreement with such person to provide services to
the Plan or Trust on behalf of the delegating
Applicable Named Fiduciary as a means of
specifying the discretionary authority with
respect to which such person will be a fiduciary.
No person (other than an investment manager (as
defined in section 3(38) of ERISA) to whom
fiduciary responsibility has been delegated must
consent to being a fiduciary nor shall it be
necessary for the Applicable Named Fiduciary to
seek such person's acquiescence; however, where
such person has not contractually accepted the
responsibility delegated, he or she must be given
notification of the services to be performed and,
in either case, will be deemed to have accepted
such fiduciary responsibility if he or she
performs the services without specific objection
thereto. The discretionary authority any person
who is delegated fiduciary responsibilities
hereunder may have shall be several and not joint
with the Applicable Named Fiduciary delegating and
each other Applicable Named Fiduciaries. A
delegation of fiduciary responsibility to a person
which is not implemented in the manner set forth
herein shall not be void; however, whether the
delegating Applicable Named Fiduciary shall have
joint liability for acts of such person shall be
determined by applicable law.
(b) Allocations. The Management Committee, acting on
behalf of the Corporation, may allocate fiduciary
responsibilities (other than trustee
responsibilities described in section 405(c)(3) of
ERISA) among Applicable Named Fiduciaries when it
designates an Applicable Named Fiduciary in the
manner described in section 10.21, or may
reallocate fiduciary responsibilities among
existing Applicable Named Fiduciaries by action of
such Management Committee in accordance with
sections 10.20 and 10.21; provided each such
Applicable Named Fiduciary is given notice of the
services, management and control authority
allocated to it either by way of an amendment to
the Plan, Trust or a contract with such person, or
by way of correspondence from the Management
Committee. Each Applicable Named Fiduciary, by
signing its contract or by accepting such
amendment or correspondence and rendering the
services requested, shall be conclusively bound to
have assumed such fiduciary responsibility as an
Applicable Named Fiduciary. An allocation of
fiduciary responsibility to a person which is not
implemented in the manner set forth herein shall
not be void, however, such person may not be an
Applicable Named Fiduciary with respect to the
Plan and Trust.
(c) Services of Others. The members of the Management
Committee and the Plan Administrator may each
utilize the services of agents and of clerical,
legal, accounting, and investment counsel, and
other means or assistance (including the services
of persons employed by or rendering services to
the Employer), as it shall from time to time deem
necessary or desirable. Payment for such services
or assistance will be made from Trust Fund assets,
subject to section 14.10.
(d) Limit on Liability.
(1) Fiduciary duties and responsibilities which
have been allocated or delegated pursuant to
the terms of the Plan or the Trust are
intended to limit the liability of the
Corporation, Management Committee and each
Applicable Named Fiduciary, as appropriate, in
accordance with the provisions of section
405(c) of ERISA.
(2) The members of the Management Committee, each
Applicable Named Fiduciary, the Administrative
Committee (including their duly appointed
delegates), each Employer, the officers of
each Employer, and the Board of Directors
shall be entitled to rely upon all
information, data, statistics, and analyses
furnished by any consultant, recordkeeper, or
legal counsel, and upon all certificates and
reports made by any accountant or investment
counsel, and shall be fully protected with
respect to any action taken or suffered by
them in good faith in reliance thereon. Each
member of the Management Committee, the
Administrative Committee, any Applicable Named
Fiduciary, and any person to whom fiduciary
responsibility has been delegated shall
discharge their duties with the care, skill,
prudence, and diligence under the
circumstances then prevailing that a prudent
man acting in a like capacity and familiar
with such matters would use in the conduct of
an enterprise of a like character and with
like aims; and no such person having conformed
to these standards shall be personally liable
by virtue of any contract, agreement, or any
other instrument made or executed by him or in
his behalf as a member of the Management
Committee, their delegates, or the Plan
Administrator, nor for any mistake of judgment
made by him, nor for any loss resulting
therefrom, except to the extent required by
ERISA, unless otherwise provided under section
10.12(h).
10.26 Management Committee Bonding
The members of the Management Committee, acting on
behalf of the Plan and Trust, shall serve without bond
(except as otherwise required by federal law).
10.27 Fiduciary Capacity
Any person or group of persons may serve in more than
one fiduciary capacity with respect to the Plan.
10.28 Employers Agent
The Management Committee shall act as agent for the
Corporation when acting on behalf of the Corporation
and the Corporation shall act as agent for each
Employer.
10.29 Administrative Committee Duties and Power
The Administrative Committee will have full and
complete authority, responsibility and control over the
management, administration and operation of the Plan
with respect to the following:
(a) satisfy all reporting and disclosure requirements
applicable to the Plan, Trust or Administrative
Committee under ERISA, the Code or other
applicable law;
(b) make appropriate determinations as to whether
Employee Rollover Contributions constitute such;
(c) provide and deliver all written forms used by
Participants and Beneficiaries, give notices
required by law, and seek a favorable
determination letter for the Plan and Trust;
(d) withhold any amounts required by the Code to be
withheld at the source and to transmit funds
withheld and any and all necessary reports with
respect to such withholding to the Internal
Revenue Service;
(e) where applicable, to provide each Participant or
his Spouse with qualified joint and survivor
annuity and qualified preretirement survivor
annuity information;
(f) certify to the Trustee the amount and kind of
benefits payable to or withdrawn from Participants
and Beneficiaries and the date of payment,
including withdrawals;
(g) respond to a qualified domestic relations order;
(h) make available for inspection and to provide upon
request at such charge as may be permitted and
determined by it, documents and instruments
required to be disclosed by ERISA;
(i) make a determination of whether a Participant is
suffering a deemed or demonstrated financial need
and whether a withdrawal from this Plan is deemed
or demonstrated necessary to satisfy such
financial need, provided, however, in making such
determination, the Administrative Committee may
rely, if reasonable to do so, upon representations
made by such Participant in connection with his
request for a withdrawal;
(j) take such actions as are necessary to establish
and maintain in full and timely compliance with
any law or regulation having pertinence to this
Plan;
(k) whatever responsibilities are delegated to the
Administrative Committee by the Management
Committee; and
(l) interpret and construe the provisions of the Plan,
to make regulations and settle disputes described
above which are not inconsistent with the terms
thereof.
10.30 Named Fiduciary Decisions Final
A decision of the Management Committee or an Applicable
Named Fiduciary made pursuant to this Plan shall be
final, binding, and conclusive upon the Employers and
the Trustee and upon each Employee, Participant,
spouse, Beneficiary, and every other person or party
interested or concerned.
10.31 No Agency
Each Applicable Named Fiduciary shall perform its
responsibilities and duties or discretionary authority
with respect to the Plan and Trust as an independent
contractor and not as an agent of the Corporation, any
Employer or the Management Committee. No agency is
intended to be created nor is the Management Committee
empowered to create an agency relationship with an
Applicable Named Fiduciary.
10.32 Plan Expenses
All expenses of the Plan which have been approved by
the Management Committee, acting on behalf of the Plan
and Trust, shall be paid by the Trust except to the
extent paid by the Employers; and if paid by the
Employers, such Employers may, if authorized by the
Management Committee acting on behalf of the
Corporation, seek reimbursement of such expenses from
the Trust and the Trust shall reimburse the Employers.
If borne by the Employers, expenses of administering
the Plan shall be borne by the Employers in such
proportions as the Management Committee, acting on
behalf of the Corporation, shall determine.
10.33 Information to be Supplied by Employer
Each Employer shall supply to the Management Committee,
acting on behalf of the Plan and Trust, or an
Applicable Named Fiduciary, within a reasonable time of
its request, the names of each Employee, his age, his
date of hire, and the amount of his Compensation and
the name of each Employee who incurred a Termination of
Employment during the Plan Year and the date of such
Termination, the Hours of Service earned by each
Employee during the Plan Year, and such other
information in the Employer's possession as the
Management Committee or the Applicable Named Fiduciary
shall from time to time need in the discharge of its
duties. The Management Committee and each Applicable
Named Fiduciary may rely conclusively on the
information certified to it by an Employer.
10.34 Misrepresentations
The Management Committee, acting on behalf of the Plan
and Trust, may, but shall not be required to, rely upon
any certificate, statement or other representation made
to it by an Employee, Participant, other Applicable
Named Fiduciary, or other individual with respect to
any fact regarding any of the provisions of the Plan.
Any such certificate, statement or other representation
shall be conclusively binding upon such Employee,
Participant, other Applicable Named Fiduciary, or other
individual or personal representative thereof, heir, or
assignee (but not upon the Management Committee), and
any such person shall thereafter be estopped from
disputing the truth of any such certificate, statement
or other representation.
10.35 Records
The regularly kept records of the Applicable Named
Fiduciary (or, where applicable, the Trustee) and any
Employer shall be conclusive evidence of a
Participant's Compensation, his age, his status as an
Eligible Employee, and all other matters contained
therein applicable to this Plan; provided that a
Participant may request a correction in the record of
his age at any time prior to retirement, and such
correction shall be made if within 90 days after such
request he furnishes in support thereof a birth
certificate, baptismal certificate, or other
documentary proof of age satisfactory to the Management
Committee.
10.36 Appeals from Denial of Claims
If any part of an application for benefits under the
Plan is denied, the following claim procedure applies:
(a) The person or persons to whom the Administrative
Committee has delegated such responsibility shall
act upon each application for benefits within 90
days after receipt of the application. If special
circumstances require an extension of time, such
delegate shall notify the applicant of the delay
and shall act within 180 days after receipt of the
application. The delegate shall also explain the
reason for the delay and indicate the date on
which a decision may be expected. If the delegate
does not act on an application for benefits within
90 days (or 180 days, if applicable), the appli
cation will be deemed to have been denied.
(b) If a claim is denied in whole or in part, the
applicant shall be notified in writing of the
following information:
(1) the specific reasons for such denial;
(2) specific reference to pertinent Plan
provisions on which the denial is based;
(3) a description of any additional material or
information necessary for the claimant to
perfect the claim and an explanation of why
such material or information is necessary;
and
(4) an explanation of the Plan's claim review
procedure.
(c) The applicant may appeal by delivering a written
notice to the Administrative Committee within 90
days after receiving the Administrative
Committee's notice of denial or, if no notice of
denial was received, within 150 days (or 240 days,
if applicable) after the claim was filed. The
applicant's notice of appeal should:
(1) request a review of his application for
benefits by the Administrative Committee;
(2) set forth all of the grounds upon which his
request for review is based and any facts in
support; and
(3) set forth any issues or comments which the
applicant deems pertinent to his application.
If the applicant appeals, he may review pertinent
documents at any reasonable time and place
specified by the Administrative Committee and may
submit any additional written materials pertinent
to the appeal not set forth in the notice of
appeal.
(d) Any appeal will be reviewed by the Administrative
Committee. The applicant, who may be represented
by any person, will be entitled to appear before
the Administrative Committee to present his claim.
The Administrative Committee will decide the
appeal not later than 60 days after receiving the
notice of appeal. If special circumstances require
an extension of time, a decision will be made as
soon as possible, but not later than 120 days
after receipt of the notice of appeal. The
Administrative Committee shall also explain the
reason for the delay and indicate the date on
which a decision may be expected. The
Administrative Committee's decision will be in
writing and will state clearly the reasons for the
decision, including specific reference to the
provisions of the Plan supporting the decision.
The Administrative Committee's decision on any and
all appeals shall be final and conclusive upon all
applicants.
10.37 Notice of Address and Missing Persons
(a) Each Member or Beneficiary must provide to the
Plan, in the manner specified by the
Administrative Committee, his post office address
and each change of post office address. Any
communication, statement, or notice addressed to
such a person at his latest reported post office
address will be binding upon him for all purposes
of the Plan and neither the Management Committee,
the Administrative Committee, nor the Employers,
Trustee, or insurance company shall be obliged to
search for or ascertain his whereabouts.
(b) In the event that such person cannot be located,
the Administrative Committee may direct that such
benefit and all further benefits with respect to
such person shall be discontinued, and the balance
in such Member's Account shall be deemed a
Forfeiture; provided, however, that in the event
of the subsequent reappearance of the Member or
Beneficiary prior to termination of the Plan, the
benefits which were due and payable and which such
person missed shall be paid in a single sum and
the future benefits due such person shall be
reinstated in full.
10.38 Data and Information for Benefits
All persons claiming benefits under the Plan must
furnish to the Administrative Committee or its
designated agent such documents, evidence, or
information as the Administrative Committee or its
designated agent consider necessary or desirable for
the purpose of administering the Plan; and such person
must furnish such information promptly and sign such
documents as the Administrative Committee or its desig-
nated agent may require before any benefits become
payable under the Plan.
10.39 Effect of a Mistake
In the event of a mistake or misstatement as to the
eligibility, participation, or service of any Member or
the amount of payments made, or to be made, to a Member
or Beneficiary, the Administrative Committee shall, if
possible, cause to be withheld or accelerated, or
otherwise make adjustment to the Participant's Account
of, such amounts of payments as will in its sole
judgment result in the Member or Beneficiary receiving
the proper benefits under this Plan. In the event of an
administrative error adversely affecting a Member, the
Administrative Committee may cause a special
contribution and/or allocation to be made to the Member
to correct such error and may take such other action as
the Administrative Committee, in its discretion,
considers appropriate.
10.40 Self Interest
A member of the Management Committee or Administrative
Committee who is a Member in the Plan shall not vote on
any question relating specifically to himself.
10.41 Securities Law Requirements
(a) The Plan is intended to comply with requirements
that permit an exemption from liability under
section 16(b) of the Securities Exchange Act for
any transaction that is reportable under section
16(a) of the Securities Exchange Act. In order to
ensure compliance with these requirements, and
notwithstanding any provision of the Plan to the
contrary, the Administrative Committee is hereby
authorized to approve and enforce administrative
restrictions regarding Section 16 Insiders to
ensure compliance with requirements under section
16(b) of the Securities Exchange Act (and any
regulations or rules thereunder). Such
administrative restrictions may include, but will
not be limited to, limiting elections by section
16 Insiders with respect to the investment of
Employee and Employer Contributions to the Plan
and the investment of Participant Account balances
under the Plan.
(b) The Administrative Committee is also authorized to
approve and enforce administrative restrictions
regarding any Member or Beneficiary with respect
to transactions involving stock of the
Corporation. Such restrictions shall be
established to limit transactions that may result
in violation of the insider trading rules under
section 10(b) of the Securities Exchange Act.
(c) Administrative restrictions issued under this
section 10.41 may not have the effect of
discriminating in favor of Highly Compensated
Employees in a way that adversely affects the
qualified status of the Plan under the Code.
Article XI. Amendment and Termination
11.1 General Amendment
The Corporation, through a writing adopted by the
Management Committee, may amend the Plan at any time to
any extent, subject to its collective bargaining
obligations (if any) under substantive labor law. Each
Employer, the Management Committee, the Administrative
Committee, all Members and Beneficiaries, and all other
persons shall be bound by these amendments. However, no
amendment may increase the duties or liabilities of the
Trustee without its written consent.
11.2 Limitations on Amendments
The provisions of this Article are subject to and
limited by the following restrictions:
(a) No amendment shall operate either directly or
indirectly to give any Employer any interest
whatsoever in any funds or property held by the
Trustee under the terms hereof, or to permit the
corpus or income of the Trust Fund to be used for
or diverted to purposes other than the exclusive
benefit of Members or their Beneficiaries.
(b) No such amendment shall operate either directly or
indirectly to deprive any Member of his vested and
nonforfeitable interest as of the time of such
amendment.
(c) No amendment shall modify the vesting schedule set
forth in section 5.2(a), unless the conditions of
Code section 411(a)(10) are met.
(d) No amendment shall be made which would deprive any
Member retroactively of his accrued benefit (as
defined by Code section 411(a)(7)) under the Plan
or benefits protected by Code section 411(d)(6)
except to the extent permitted by law.
11.3 Termination of the Plan
(a) The Plan may be terminated or partially terminated
at any time by the Corporation through a writing
adopted by the Management Committee.
(b) No Employer shall be under any obligation or
liability whatsoever to maintain the Plan for any
minimum or other period of time.
(c) Upon any termination of the Plan in its entirety,
or with respect to any Employer, the Corporation
through a writing adopted by the Management
Committee shall give written notice thereof to the
Administrative Committee, the Trustee, and any
Employer involved.
(d) Except as provided by law, upon any termination of
the Plan, no Employer with respect to whom the
Plan is terminated (including the Corporation)
shall thereafter be under any obligation,
liability, or responsibility whatsoever to make
any contribution or payment to the Trust Fund, the
Plan, any Member, any Beneficiary, or any other
person, trust, or fund whatsoever, for any
purposes whatsoever under, or in connection with,
the Plan.
(e) Distributions by reason of the termination of the
Plan shall not be made, if the Corporation or an
Affiliate establishes or maintains a successor
defined contribution plan, to the extent such
distributions are prohibited by the provisions of
Code section 401(k) and the Treasury regulations
thereunder.
11.4 Effect of Bankruptcy and Other Contingencies Affecting an Employer
In the event an Employer terminates its connection with
the Plan; or in the event the Employer is dissolved,
liquidated, or shall, by appropriate legal proceedings,
be adjudged a bankrupt; or in the event judicial
proceedings of any kind result in the involuntary
dissolution of the Employer; the Plan shall be
terminated with respect to the Employer. The merger,
consolidation, or reorganization of an Employer, or the
sale by it of all or substantially all of its assets,
shall not terminate the Plan if there is delivery to
the Employer by the Employer's successor, or by the
purchaser of all or substantially all of the Employer's
assets, of a written instrument requesting that the
successor or purchaser be substituted for the Employer
and agreeing that the successor or purchaser shall
perform all the provisions hereof that the Employer is
required to perform. Upon the receipt of said
instrument, with the approval of the Corporation, the
successor or the purchaser shall be substituted for the
Employer herein, and the Employer shall be relieved and
released from any obligations of any kind, character,
or description herein or in any trust agreement imposed
upon it.
Article XII. Top-Heavy Provisions
12.1 Application of Top-Heavy Provisions
(a) Single Plan Determination. Except as provided in
subsection (b)(2), if as of a Determination Date,
the sum of the amount of the Section 416 Accounts
of Key Employees and the Beneficiaries of deceased
Key Employees exceeds 60 percent of the amount of
the Section 416 Accounts of all Employees and
Beneficiaries (excluding former Key Employees),
the Plan is top-heavy and the provisions of this
Article shall become applicable.
(b) Aggregation Group Determination.
(1) If as of a Determination Date this Plan is
part of an Aggregation Group which is top-
heavy, the provisions of this Article shall
become applicable. Top-heaviness for the
purpose of this subsection shall be determined
with respect to the Aggregation Group in the
same manner as described in subsection (a)
above.
(2) If this Plan is top-heavy under subsection
(a), but the Aggregation Group is not top-
heavy, the Plan shall not be top-heavy and
this Article shall not be applicable.
(c) Administrative Committee. The Administrative
Committee shall have responsibility to make all
calculations to determine whether this Plan is
top-heavy.
12.2 Definitions
(a) "Aggregation Group" means this Plan and all other
plans maintained by the Employers and Affiliates
which cover a Key Employee and any other plan
which enables a plan covering a Key Employee to
meet the requirements of Code sections 401(a)(4)
or 410. In addition, at the election of the
Administrative Committee, the Aggregation Group
may be expanded to include any other qualified
plan maintained by an Employer or an Affiliate if
such expanded Aggregation Group meets the require
ments of Code sections 401(a)(4) and 410.
(b) "Determination Date" means the last day of the
Plan Year immediately preceding the Plan Year for
which top-heaviness is to be determined or, in the
case of the first Plan Year of a new plan, the
last day of such Plan Year.
(c) "Key Employee" means a Member who is a "key
employee" as defined in Code section 416(i). Any
Employee who is not a key employee shall be a
"non-key employee" for purposes of applying this
Article XII.
(d) "Section 416 Account" means the sum of:
(1) the amount credited as of a Determination Date
to a Member's or Beneficiary's account under
the Plan and under any other qualified defined
contribution plan which is part of an
Aggregation Group (including amounts to be
credited as of the Determination Date but
which have not yet been contributed);
(2) the present value of the accrued benefit
credited to a Member or Beneficiary under a
qualified defined benefit plan which is part
of an Aggregation Group; and
(3) the amount of distributions to the Member or
Beneficiary during the five-year period ending
on the Determination Date other than a
distribution which is a tax-free Employee
Rollover Contribution (or similar transfer)
that is not initiated by the Member or that is
contributed to a plan which is maintained by
an Employer or an Affiliate; reduced by:
(4) the amount of Employee Rollover Contributions
(or similar transfers) and earnings thereon
credited as of a Determination Date under the
Plan or a plan forming part of an Aggregation
Group which is attributable to an Employee
Rollover Contribution (or similar transfer)
initiated by the Member and derived from a
plan not maintained by an Employer or an
Affiliate.
The account or accrued benefit of a Member who was
a Key Employee and who subsequently meets none of
the conditions of subsection (c) for the Plan Year
containing the Determination Date is not a Section
416 Account and shall be excluded from all computations
under this Article. Furthermore, if a Member has not
performed any services for an Employer or an Affiliate
during the five-year period ending on the Determination
Date, any account of such Member (and any accrued
benefit for such Member) shall not be taken into
account in computing top-heaviness under this Article.
(e) "Wages" means the Member's remuneration, as
described in Treasury regulation section 1.415-
2(d)(2), received for personal services rendered
in the course of employment with Employers and
Affiliates, excluding those items described in
Treasury regulation section 1.415-2(d)(3) and
without regard to Code section 125 or 402(e)(3).
12.3 Minimum Contribution
(a) General. If this Plan is determined to be top-
heavy under the provisions of section 12.1 with
respect to a Plan Year, the sum of Employer
Contributions (excluding contributions under a
salary reduction agreement) and forfeitures under
all qualified defined contribution plans allocated
to the accounts of each Member in the Aggregation
Group who is not a Key Employee and is an Employee
on the last day of the Plan Year shall not be less
than 3 percent of such Member's Wages. This
section 12.3 shall not be applicable with respect
to a Member who is also covered under a defined
benefit plan maintained by the Corporation or an
Affiliate which provides the benefit specified by
Code section 416(c)(1).
(b) Exception. The contribution rate specified in
subsection (a) shall not exceed the percentage at
which Employer contributions and forfeitures are
allocated under the plans of the Aggregation Group
to the account of the Key Employee for whom such
percentage is the highest for the Plan Year. For
the purpose of this subsection (b), the percentage
for each Key Employee shall be determined by
dividing the Employer contributions and
forfeitures for the Key Employee by the amount of
his total Wages for the year.
(c) Multiple Plans. If this Plan is determined to be
top-heavy under the provisions of section 12.1
with respect to a Plan Year, any Member who is a
non-Key Employee covered under this Plan and under
a defined benefit plan maintained by the Employers
and Affiliates shall receive a minimum
contribution determined by substituting 5 percent
for 3 percent in applying the provisions of
subsection (a). However, no minimum contribution
under this section shall be allocable to any non-
Key Employee who participates in a defined benefit
plan maintained by an Employer or an Affiliate and
who receives the minimum benefit described in Code
section 416(c)(1) under such defined benefit plan.
12.4 Limit on Annual Additions: Combined Plan Limit
(a) General. If this Plan is determined to be top-
heavy under section 12.1, section 4.7(b) of this
Plan shall be applied by substituting "1.0" for
"1.25" in applying the provisions of Code section
415(e)(2) and (e)(3).
(b) Exception. Subsection (a) shall not be applicable
if--
(1) section 12.3(a) is applied by substituting "4
percent" for "3 percent" and
(2) this Plan would not be top-heavy if "90
percent" is substituted for "60 percent" in
section 12.1.
(c) Transitional Rule. If, but for this subsection
(c), subsection (a) would begin to apply with
respect to the Plan, the application of subsection
(a) shall be suspended with respect to a Member so
long as there are:
(1) no Employer Contributions, forfeitures or
voluntary nondeductible contributions
allocated to such Member, and
(2) no accruals under a qualified defined benefit
plan for such Member.
12.5 Collective Bargaining Agreements
The requirements of section 12.3 shall not apply with
respect to any Employee included in a unit of Employees
covered by a collective bargaining agreement between
Employee representatives and an Employer or an
Affiliate if retirement benefits were the subject of
good faith bargaining between such Employee
representatives and such Employer or Affiliate.
Article XIII. Participation in and Withdrawal From the
Plan by an Employer
13.1 Participation in the Plan
Any Affiliate may, by action of the Management
Committee, become a party to the Plan and Trust
Agreement. An Affiliate may adopt the Plan, for the
benefit of its Eligible Employees, by filing with the
Management Committee such instruments as the Management
Committee may require.
The adoption with respect to an Affiliate may contain
such specific changes and variations in Plan or Trust
Agreement terms and provisions applicable to such
adopting Employer and its Employees as may be
acceptable to the Management Committee and the Trustee
or insurance company. The sole, exclusive right of any
other amendment of whatever kind or extent to the Plan
or Trust Agreement is reserved by the Corporation
(through action of the Management Committee). The
coverage date of the Plan for any such adopting
organization shall be that stated in the decision of
adoption and, from and after such effective date, such
adopting organization shall assume all the rights,
obligations, and liabilities of an individual employer
entity hereunder and under the Trust Agreement. The
administrative powers and control of the Corporation,
as provided in the Plan and Trust Agreement, including
the sole right to amendment, and of appointment and
removal of the Administrative Committee, the Trustee,
and their successors, shall not be diminished by reason
of the participation of any such adopting organization
in the Plan and Trust Agreement.
13.2 Withdrawal from the Plan
Any Employer may withdraw from the Plan and Trust
Agreement, provided the Management Committee approves
such withdrawal. Distribution may be implemented
through continuation of the Trust Fund, or transfer to
another trust fund exempt from tax under Code section
501, or to a group annuity contract qualified under
Code section 401, or distribution may be made as an
immediate cash payment in accordance with the
directions of the Management Committee; provided,
however, that no such action shall divert any part of
such fund to any purpose other than the exclusive
benefit of the Employees of such Employer.
13.3 Foreign Subsidiaries
(a) Any corporation or other entity not incorporated
under the laws of the United States, or any state
thereof, of which 50 percent or more of the voting
stock is (directly or indirectly) owned by the
Corporation (a "Foreign Subsidiary") may elect,
with the consent of the Management Committee, to
become an Employer. If a Foreign Subsidiary
becomes an Employer, Employees of the Foreign
Subsidiary who are citizens of the United States
participating in the United States Social Security
program, and who are otherwise eligible to
participate in the Plan, may participate in the
Plan subject to the provisions of this section.
(b) Each Foreign Subsidiary that becomes an Employer
shall establish rules regarding participation in
the Plan by its Employees. Such rules may include
additional criteria for participation in the Plan
by its Employees, rules for the remittance of
contributions to the Plan, and such other rules as
the Foreign Subsidiary and Management Committee
shall deem appropriate.
Article XIV. Miscellaneous
14.1 Beneficiary Designation
(a) An unmarried Member, Alternate Payee, or surviving
spouse Beneficiary of a deceased Member may
designate a Beneficiary or Beneficiaries to
receive his interest in the Plan in the event of
his death and may change his designation of
Beneficiaries from time to time during his life
time. Such a change shall be on a form filed with
the Administrative Committee and that is either
approved by, or acceptable to, the Administrative
Committee.
(b) The Beneficiary of each Member who is married
shall be the surviving spouse of such Member,
unless such spouse consents in writing to the
designation of another Beneficiary or
Beneficiaries. Each married Member may, from time
to time, change his designation of Beneficiaries;
provided, however, that the Member may not change
his Beneficiary without the written consent of his
spouse, unless such spouse's prior consent
expressly permits designations by the Member
without any requirement of further consent by the
spouse.
(c) Beneficiary designations shall be on a form
provided by, or otherwise acceptable to, the
Administrative Committee and shall not be
effective for any purpose until the form has been
filed with the Administrative Committee by the
Member, Alternate Payee, or surviving spouse
Beneficiary of a deceased Member during his
lifetime. In the event that a Member or surviving
spouse Beneficiary of a deceased Member fails to
designate a Beneficiary, or if for any reason such
designation shall be legally ineffective, or if
all designated Beneficiaries predecease him or die
simultaneously with him, distribution shall be
made to his spouse; or if none, to his children in
equal shares; or if none, to his parents in equal
shares; or if none, to his estate. In the event
that an Alternate Payee fails to designate a
Beneficiary, or if for any reason such designation
shall be legally ineffective, or if all designated
Beneficiaries predecease him or die simultaneously
with him, distribution shall be made to the
Alternate Payee's estate. If a Beneficiary dies
after the death of the Member, Alternate Payee, or
surviving spouse Beneficiary of a deceased Member,
but prior to receiving the distribution that would
have been made to such Beneficiary had such
Beneficiary's death not occurred, then, for the
purposes of the Plan, the distribution that would
have been received by such Beneficiary shall be
made to such Beneficiary's estate.
(d) The written consent described in subsection (b)
shall acknowledge the effect of such election and
shall be witnessed by a notary public or by a
person authorized to do so by the Administrative
Committee.
(e) Notwithstanding any other provision of this
section 14.1, the Beneficiary under the annuity
contract of a married Member who elects to have an
annuity contract purchased on his behalf pursuant
to subsection 6.4(b), shall be his spouse unless
he designates a nonspouse Beneficiary in
accordance with subsection 6.4(c). A Beneficiary
under a joint and survivor annuity option may not
be changed after the annuity starting date.
14.2 Legal Disability
Whenever and as often as any person entitled to receive
a distribution under the Plan shall be under a legal
disability (such as incompetency or under legal age of
majority) or, in the sole judgment of the Adminis-
trative Committee, shall otherwise be unable to care
for such distributions to his own best interest and
advantage, the Administrative Committee, in the
exercise of its discretion, may direct such
distributions to be made in any one or more of the
following ways:
(a) directly to such person;
(b) to his spouse;
(c) to his legal guardian or conservator; or
(d) to any other person, to be held and used for his
benefit.
The decision of the Administrative Committee shall, in
each case, be final and binding upon all parties, and
any distribution made pursuant to the power herein
conferred on the Administrative Committee shall, to the
extent so made, be a complete discharge of the
obligations under the Plan of the Employers, the
Trustee, and the Administrative Committee in respect of
such person.
14.3 Nonalienation
(a) Except as provided in Code section 401(a)(13),
neither benefits payable at any time under the
Plan nor the corpus or income of the Trust Fund
shall be subject in any manner to alienation,
sale, transfer, assignment, pledge, attachment,
garnishment, or encumbrance of any kind. Any
attempt to alienate, sell, transfer, assign,
pledge, or otherwise encumber any such benefit,
whether presently or thereafter payable, shall be
void. No benefit nor the Trust Fund shall in any
manner be liable for or subject to the debts or
liabilities of any Member or of any other person
entitled to any benefit.
(b) The Administrative Committee shall determine
whether a domestic relations order is a "qualified
domestic relations order" and shall administer
distributions under such a qualified domestic
relations order in accordance with the terms of
the "Tupperware Corporation Qualified Domestic
Relations Order Procedure" and consistent with
applicable law.
(c) In no event shall a domestic relations order be
treated as a qualified domestic relations order if
it requires the Plan to make payments prior to the
date that a Member attains earliest retirement
age, as defined in Code section 414(p).
Notwithstanding the foregoing, the Plan may make a
distribution to an Alternate Payee prior to the
date the Member attains earliest retirement age if
the qualified domestic relations order provides
that the Plan and the Alternate Payee may agree in
writing to an earlier distribution, and the
distribution is made pursuant to such a written
agreement.
14.4 Applicable Law
The Plan and all rights hereunder shall be governed by
and construed in accordance with the laws of the State
of Delaware to the extent such laws have not been
preempted by applicable federal law.
14.5 Severability
If any provision of the Plan proves to be, or is
finally held by any court or tribunal, board or
authority of competent jurisdiction to be illegal,
unenforceable, or in conflict with the Code, ERISA, or
any other law relating to employees' trusts, or with
any substantive labor law regarding collective
bargaining, that provision will be disregarded and will
be void with respect to the jurisdiction under which
such decision is rendered. Such invalidation will not
impair the Plan or any of its other provisions.
14.6 No Guarantee
Neither the Administrative Committee, the Management
Committee, the Corporation, the Employers, nor the
Trustee in any way guarantees the Trust Fund from loss
or depreciation nor guarantees the payment of any money
which may be or become due to any person from the Trust
Fund. Nothing herein contained shall be deemed to give
any Participant, Member, or Beneficiary an interest in
any specific part of the Trust Fund or any other
interest, except the right to receive benefits out of
the Trust Fund in accordance with the provisions of the
Plan and the Trust Agreement.
14.7 Merger, Consolidation, or Transfer
The Management Committee may merge or consolidate the
Plan with any other qualified plan under Code section
401(a) or transfer assets and/or liabilities of the
Plan to or from any other qualified plan. In the case
of any merger or consolidation of the Plan with, or in
the case of any transfer of assets or liabilities of
the Plan to or from, any other plan, each Member shall
be entitled to receive a benefit immediately after the
merger, consolidation, or transfer (if the Plan had
then terminated) which is equal to or greater than the
benefit he would have been entitled to receive
immediately before the merger, consolidation, or
transfer (if the Plan had then terminated).
14.8 Plan Not a Contract of Employment
Neither the creation of the Plan nor any amendment to
it, nor the creation of the Trust Fund, nor the payment
of benefit gives any legal or equitable right to any
person against the Corporation, the Employers, their
officers or employees, or against the Trustee except as
provided in the Plan. All liabilities under the Plan
shall be satisfied, if at all, only out of the Trust
Fund. Participation in the Plan does not give a Member
any right to continued employment.
14.9 Successors; Corporate Reorganization
In the case of the merger, consolidation, sale of
assets, liquidation, or other reorganization of the
Employer under circumstances in which a successor
person, firm, or company continues all or a substantial
number of Employees of the Employer, the successor will
be substituted for the Employer under the Plan if it
files a written election with the Trustee and the
Management Committee to carry on the provisions of the
Plan.
14.10 Expenses
All the expenses of administering the Plan, the
expenses of managing and investing the assets of the
Plan, the expenses of the Administrative Committee, and
Management Committee and any other expenses incurred at
the direction of the Management Committee will be paid
by the Trust Fund to the extent permitted by law,
unless paid by the Employers. The Management Committee
may elect to require that the Employers pay any
expenses of administering the Plan and relieve the
Trust Fund of the obligation for such expenses. In such
event, the Management Committee may allocate expenses
among Employers.
14.11 Construction
If the Plan contains contradictory provisions, or if
there appears to be a conflict between its provisions,
the interpretation that favors the Plan as qualified
under Code section 401(a) and the Trust as a tax-exempt
trust under Code section 501(a) and preserves the
deduction of contributions for federal tax purposes
will prevail over any other interpretation.
14.12 Headings
The headings and subheadings in the Plan are inserted
for convenience of reference only and are not to be
considered in the construction of its provisions.
Article XV. Sale of Business Unit, Closing of Facility,
or Reduction in Force
15.1 Application
If a group of Members shall cease employment with their
Employer and all Affiliates in connection with the sale
of a business unit or the closing of a facility which
employed such Members or in connection with an event
resulting in a reduction in force, the provisions of
this Article XV shall govern the treatment of the
Members under the Plan and shall, to the extent
necessary, supersede any conflicting provisions
contained elsewhere in this Plan. The sale of a
business unit, the closing of a facility, or a
reduction in force covered by this Article and the
resulting termination of employment of a group of
Members with the Corporation and all Affiliates in
connection with the sale of such business unit, the
closing of such facility, or such reduction in force
shall be referred to as a "Triggering Event." Following
a Triggering Event, affected Members (as described in
this section) shall be entitled to receive
distributions under the Plan.
15.2 Sale of Business Unit
If a Triggering Event occurs as the result of the sale
of a business unit and if the Management Committee
determines that the provisions of this Article XV shall
apply to the affected business unit, the Members
employed at such business unit and described in section
15.1 shall be subject to the following provisions:
(a) The Member's Vested Service will include employ
ment with the Corporation and Affiliates before
and after the Triggering Event and with the
purchaser of the sold business unit after the
Triggering Event. Subject to the requirements of
the Code regarding partial terminations, the
Member will not be entitled to a nonforfeitable
interest in his Employer Contribution Account
solely because of the occurrence of the Triggering
Event but, instead, will become vested only upon
the completion of the Service otherwise required
by this Plan.
(b) Subject to any applicable nondiscrimination rules
under the Code, the Management Committee may, in
its discretion, elect to fully vest each Member
affected by the sale.
15.3 Closing of Facility
If a Triggering Event occurs as the result of the
closing of a facility and if the Management Committee
determines that the provisions of this Article XV shall
apply to the affected facility, the Members employed at
the facility and described in section 15.1 shall be
subject to the following provisions:
(a) The Members' Service will be determined as of the
date of the Triggering Event. Subject to the
provisions of the Code regarding partial
terminations, each affected Member will not be
entitled to a nonforfeitable interest in his
Employer Contribution Account solely because of
the occurrence of the Triggering Event but,
instead, will become vested only upon the
completion of the Service otherwise required by
this Plan.
(b) Subject to any applicable nondiscrimination rules
under the Code, the Management Committee may, in
its discretion, elect to fully vest each Member
affected by the Triggering Event.
15.4 Reduction in Force
If a Triggering Event occurs as the result of a
reduction in force and if the Management Committee
determines that the provisions of this Article XV shall
apply to the reduction in force, the Members whose
employment ceases as part of the reduction in force and
described in section 15.1 shall be subject to the
following provisions:
(a) The Members' Service will be determined as of the
date of the Triggering Event. Subject to the
provisions of the Code regarding partial
terminations, each affected Member will not be
entitled to a nonforfeitable interest in his
Employer Contribution Account solely because of
the occurrence of the Triggering Event but,
instead, will become vested only upon the
completion of the Service otherwise required by
this Plan.
(b) Subject to any applicable nondiscrimination rules
under the Code, the Management Committee may, in
its discretion, elect to fully vest each Member
affected by the Triggering Event.
<PAGE>
Appendix A
For purposes of this Appendix A, the capitalized terms
defined below shall apply. All other capitalized terms
shall be defined in accordance with the Tupperware
Corporation Retirement Savings Plan.
(1) "Cut-off Date" means April 27, 1996.
(2) "Distribution" means the distribution of all
outstanding shares of the common stock of
the Corporation by Premark International,
Inc. to the holders of the common stock of
Premark International, Inc.
(3) "Pre-Distribution Group" means Premark
International, Inc. and its subsidiaries and
former subsidiaries, and their respective
affiliates and former affiliates (including
without limitation the Corporation and its
subsidiaries) in existence as of the date of
Distribution.
(4) "Former Premark Business" the businesses
contained in Schedule 1.3 of the
Distribution Agreement By and Among Premark
International, Inc. and the Corporation and
Dart Industries, Inc., and all businesses,
assets or operations managed or operated by
Premark International, Inc. or any such
businesses, which were sold or otherwise
disposed of as of the date of Distribution
and which are not Former Dart Businesses (as
such term is defined in the Reorganization
and Distribution Agreement, dated September
4, 1986, by and among Dart & Kraft, Inc.,
Premark International, Inc. and various
other parties).
(5) "Premark Controlled Group" means the
controlled group of corporations (as defined
under section 414(b) of the Code) containing
Premark International, Inc. on the Cut-off
Date.
(6) "Premark Employee" means any individual who
was employed by Premark International, Inc.
or any of its subsidiaries immediately
before the Cut-off Date and who was not
employed by the Corporation or a subsidiary
of the Corporation on or immediately after
the Cut-off Date or otherwise in connection
with the Distribution.
(7) "Premark Former Employee" means any
individual who was, at any time before the
Cut-off Date, employed by any member of the
Pre-Distribution Group, who was not a
Premark Employee, or was not employed by the
Corporation or a subsidiary of the
Corporation, on or immediately after the
Cut-off Date or otherwise in connection with
the Distribution, and whose most recent
active employment with any such member was
with a business conducted by Premark
International, Inc. and its subsidiaries
(other than the businesses conducted by the
Corporation and its subsidiaries after the
date of Distribution) or Former Premark
Business.
Notwithstanding any provision in the Plan to the
contrary, individuals who are (i) are Premark Employees
or Premark Former Employees; (ii) were employed by a
member of the Premark Controlled Group at any time
during the time period from December 1, 1995 through
the Cut-off Date; (iii) who ceased to be employed by
any member of the Premark Controlled Group after the
Cut-off Date; and (iv) become employed by the
Corporation before June 1, 1997 shall receive credit
for purposes of participation eligibility and vesting
under the Plan for service rendered to any member of
the Premark Controlled Group to the extent such service
would have been credited under the Plan if such service
had been rendered for the Corporation.
EXHIBIT 4.2
ABOUT THE RETIREMENT SAVINGS PLAN
Saving today is an important step towards ensuring a secure
future for you and your family members. That's what makes the
Retirement Savings Plan a financial plus. In addition to the Base
Retirement Plan and Social Security, the Retirement Savings Plan
serves as a key source of retirement income. The Retirement
Savings Plan provides you with the opportunity to contribute a
part of your pay, on a before-tax basis, to your own account. In
addition, the Company makes contributions to your account to help
you build financial security for your future. The amount you or
your beneficiary will receive from the Plan depends on the value
of your vested account balance at the time you retire or leave
the Company. The value of your account depends on a number of
factors such as your investment elections, the Plan's investment
experience, and the amount of your contributions and the
Company's contributions.
The following information is a summary plan description of the
Tupperware Corporation Retirement Savings Plan. It provides an
overall view of the major features of the Plan. Any
inconsistencies between this summary and the Plan document are
governed by the Plan document.
If you have any questions about the Plan, please contact your
Tupperware Corporation Benefits representative or a Benefits
Information Line account representative at 1-800-717-7375.
<PAGE>
TABLE OF CONTENTS
Participating in the Plan...................................... 1
Eligibility............................................... 1
Enrollment................................................ 1
Beneficiary Designation................................... 2
Benefits Information Line................................. 2
Contributing to Your Account................................... 3
Associate Contributions................................... 3
Company Match............................................. 3
Basic Company Contributions............................... 4
Rollovers................................................. 5
Suspension of Contributions............................... 5
Limitations on Contributions.............................. 6
Making Investment Choices...................................... 7
Investment Decisions...................................... 7
Investment Options........................................ 7
Core Investments.......................................... 8
Fixed Income.............................................. 8
Large Company Stock....................................... 9
International Stock....................................... 9
Small Company Stock.......................................10
Investment Mixes..............................................10
How the Mixes Were Created................................10
Mix A.....................................................10
Mix B.....................................................11
Mix C.....................................................11
Mix D.....................................................12
<PAGE>
TABLE OF CONTENTS
Company Stock.............................................12
Tupperware Stock Confidentiality Procedures...............13
Making Investment Elections....................................15
Contribution Percent......................................15
Investment of Contributions...............................15
Valuing Accounts...............................................16
Vesting........................................................17
Making Withdrawals From the Plan...............................18
Hardship Withdrawals......................................18
After-Tax Withdrawals.....................................20
Taking a Loan From the Plan....................................21
Eligibility...............................................21
Interest Rate.............................................21
Amount You May Borrow.....................................22
How Long You Have to Repay the Loan.......................22
What You Need to do to Get a Loan.........................23
Making Loan Payments......................................23
Standard Loan Payments...............................24
Nonstandard Loan Payments............................24
Prepayments...............................................25
Default...................................................25
Other Information.........................................26
Terminating Your Employment with the Company.........26
Death.....................................................26
Impact on Applying for a Hardship Withdrawal..............26
<PAGE>
TABLE OF CONTENTS
Choosing Your Form of Distribution.............................28
Single Sum Payment........................................28
Annuity...................................................28
Installments..............................................29
Split Distribution........................................29
Payment of Small Amounts..................................29
Deferral..................................................29
Required Distributions....................................30
Applying for Your Benefit......................................31
Tax Information...........................................31
Special Circumstances..........................................32
Assignment of Benefits....................................32
Breaks in Service.........................................32
Forfeitures...............................................33
Re-employment.............................................33
Top-Heavy Provisions......................................34
Administrative Information.....................................35
Plan Document.............................................35
Plan Changes or Termination...............................35
General Plan Information.......................................36
Appeals Procedure..............................................38
ERISA Rights...................................................39
<PAGE>
PARTICIPATING IN THE PLAN
Eligibility
If you are regularly scheduled to work 1,000 hours or more
in a calendar year for Tupperware Corporation or one of
its subsidiaries ("the Company"), you are eligible to
participate in the Plan on the first day of the month
coincident with or following the date that is six months
after the date you begin working at the Company.
If you are regularly scheduled to work less than 1,000
hours in a calendar year, you are eligible to participate
in the Plan on the first day of the month following the
12-month period in which you are credited with 1,000
hours. This 12-month period is the 12-month period
following your hire date or any calendar year thereafter.
Once you become a participant in the Plan, you will
continue to be eligible to participate in the Plan until
you cease to be a regular associate.
Enrollment
Shortly before you become eligible to participate in the
Retirement Savings Plan, you will receive an Enrollment
Kit in the mail. To enroll in the Plan, you will need to
call the Benefits Information Line at 1-800-717-7375. The
Benefits Information Line is the automated telephone
service which is described in greater detail on page 1.
Calling the Benefits Information Line and indicating the
amount of your contributions to the Plan through payroll
deductions is the first step towards saving for your
future.
If you do not elect to contribute to the Plan when you
first become eligible, you may elect to make contributions
at any time thereafter. Payroll deductions will generally
begin the first full payroll period of the month, as long
as you call the Benefits Information Line before 4:00 p.m.
Eastern Time on the 25th day of the prior month.
Remember that even if you elect not to contribute to the
Plan, you will receive the Basic Company Contribution,
which is explained on page 4.
Beneficiary Designation
When you enroll in the Plan, you will be asked to complete
a Beneficiary Form to name one or more beneficiaries. A
beneficiary is the person or persons who will receive your
Plan account balance if you should die before receiving a
distribution. If you are married and do not complete a
Beneficiary Designation Form, your spouse will be entitled
to receive your entire account balance.
You may name anyone as your beneficiary. However, if you
are married and name someone other than or in addition to
your spouse as a beneficiary initially or at a later date,
your spouse must consent to your designation in writing
and in the presence of a Plan representative or a Notary
Public.
You may change your beneficiary designation at any time by
completing another Beneficiary Form.
Benefits Information Line
The Tupperware Benefits Information Line is the automated
telephone service that gives you instant information on
your account when you call 1-800-717-7375. When you want
to check your account balance, request loan information,
change your contribution rate or beneficiary, transfer
investments, or request any other type of transaction, you
must call the Benefits Information Line. The Benefits
Information Line is available between 6:00 a.m. and 2:00
a.m. Eastern Time, Monday through Saturday. You can speak
with an account representative if you call between 9:00
a.m. and 6:30 p.m. Eastern Time, Monday through Friday.
More detailed information on how to use the Benefits
Information Line is included in the Benefits Information
Line Caller's Kit.
CONTRIBUTING TO YOUR ACCOUNT
Associate Contributions
Your contributions to the Retirement Savings Plan are an
important source of retirement income. Associate
Contributions are strictly voluntary. However, you are
encouraged to contribute to the Plan in order to enhance
your retirement savings.
You may contribute between 1% and 16% of your pay to the
Plan on a before- tax basis. This means your contributions
are deducted from your paycheck before federal income tax
is calculated.
Some states require that taxes be paid on Associate
Contributions. For more information about state taxation,
contact your state's local tax offices.
Remember that while your Associate Contributions allow you
to reduce your taxable income, they do not affect your
salary for Social Security, pension, disability, or
accident benefits.
For example, assume that your current annual pay is
$24,000 and that you contribute 6% of your pay to the
Plan. Your taxable pay is $22,560.
Annual Pay $24,000
Associate Contributions (at 6%) -1.400
-------
Taxable Pay $22,560
Company Match
As an incentive for you to save for your retirement, the
Company matches $.50 for every $1.00 you contribute from
1% to 6% of your pay. The Company Match is credited to
your account for every payroll period that you contribute
to the Plan.
For example, assume that your annual pay is $24,000 and
that you save 6% of your pay, or $1,440 for the year.
Associate Contributions $ 1,440
(6% x $24,000)
Company Match $ 720
($.50 x $1,440)
All Company Matching Contributions will be invested in
Tupperware Corporation stock beginning January 1, 1997.
Company Matches credited to your account prior to January
1, 1997 may be reallocated to the investment option of
your choice. In addition to Company Match credited prior
to 1997, associates who have attained a certain age may
direct Company Matching Contributions credited on or after
January 1, 1997 to any investment option under the Plan as
follows:
Age % of investment alternative for post
January 1, 1997 Company Match
50 - 54 up to 25%
55 - 61 up to 50%
62 + up to 100%
Basic Company Contributions
The Company contributes an amount equal to 3% of your pay
up to the Social Security Wage Base and 6% of your pay
above the Social Security Wage Base to the Plan. Your pay,
for purposes of the Plan, includes total wages, salaries,
commissions, bonuses, special cash awards, as well as
amounts you have had deducted from your pay as Associate
Contributions under this Plan and as flexible spending
account contributions for health care and dependent care
flexible spending accounts. In general, pay does not
include payments made after termination of service (such
as severance pay), long-term incentive awards, non-cash
compensation, or the reimbursement of expenses.
The Social Security Wage Base is the maximum amount of
your annual pay subject to Social Security taxes. Note
that the Social Security Administration changes the wage
base each year. Thus, the Basic Company Contribution to
your Retirement Savings Plan account changes accordingly.
Once you are eligible to participate in the Plan, Basic
Company Contributions are made for every payroll period in
which you receive pay, regardless of whether or not you
contribute to the Plan.
For example, assume that your annual pay is $24,000 and
that you do not contribute to the Plan. Even though you
are not eligible to receive a Company Match, you will
still receive the Basic Company Contribution.
Your Annual Pay $24,000
Basic Company Contribution $ 720
(3% x $24,000)
You are eligible to invest your Basic Company
Contributions in any of the investment options. For
more information about your investment options,
refer to page 7.
Rollovers
If you receive a distribution from a previous employer's
qualified retirement plan or an Individual Retirement
Account (IRA) qualified under the Internal Revenue Code
rules, you may make a rollover contribution to the Plan.
If you are a new associate, you are eligible to make a
rollover contribution to the Plan prior to meeting the
Plan's eligibility requirements, if you otherwise qualify
as an eligible associate under the Plan.
Remember, if your rollover was paid directly to you via a
non-direct rollover, it must be made within 60 days of the
date on which you receive your distribution. If your
rollover was not paid directly to you, but was a direct
rollover, your rollover contribution can be made at any
time. The rollover contribution may include all or part of
the taxable amount of the distribution, but may not
include any after-tax contributions.
You are eligible to invest your Rollover Account balance
in any one of the investment mixes or in any combination
of the core investments (in 1% increments). You may invest
up to 50% of your rollover contribution in Tupperware
stock. For more information about your investment choices,
refer to page 7.
To make a rollover contribution, contact a Benefits
Information Line account representative.
Suspension of Contributions
Under the Retirement Savings Plan, you can suspend your
Associate Contributions two times a year by calling the
Benefits Information Line. The suspension generally will
become effective the first full payroll period of the
month, as long as you call before 3:00 p.m. Central Time
on the 25th day of the prior month. Even if you suspend
your Associate Contributions, the Company continues to
make Basic Company Contributions to your account.
You may resume making Associate Contributions effective
the first full payroll period of any month following the
date you suspended contributions, provided you call the
Benefits Information Line before 4:00 p.m. Eastern Time on
the 25th day of the prior month.
Limitations on Contributions
Government regulations place restrictions on the amounts
that associates can contribute to plans such as the
Retirement Savings Plan. These restrictions are intended
to ensure that these plans do not favor highly-paid
associates in terms of participation and benefit levels.
Your total contributions are reduced in accordance with
IRS regulations if:
. the contribution is above the maximum allowable
annual contribution amount (the lesser of 25% of pay
or $30,000), or
. the Company contributes an amount to the Base
Retirement Plan and the Retirement Savings Plan in
excess of legally specified combined maximums.
In addition, there are limits both on the amount of
before-tax contributions you can make and on the amount of
compensation that may be taken into account. These limits
are indexed each year.
If any of these regulations or limits affect you, you will
be notified.
MAKING INVESTMENT CHOICES
Investment Decisions
Having the opportunity to invest the money that you and
the Company contribute to the Plan in various investment
options means that you will have investment decisions to
make. When making these decisions, consider things such as
your financial goals, your personal situation (for
example, family obligations), and your investment strategy
and personal level of risk (for example, conservative or
more aggressive).
The Retirement Savings Plan offers a wide range of
investment options, including four investment mixes and
the opportunity to mix your own investments. Effective
January 1, 1997 you can invest up to 50% of your Associate
Contributions in Tupperware Corporation stock. You will
continue to be able to direct the investment of Basic
Company Contributions. Beginning January 1, 1997, your
Company Match will automatically be invested in Tupperware
Corporation stock. Company Matches credited to your
account prior to January 1, 1997 may be re-allocated to
any of the investment choices.
Investment Options
You may choose one of two ways to invest the money that
you and the Company contribute to the Plan. You can
choose:
One of four investment mixes;
. Investment Mix A,
. Investment Mix B,
. Investment Mix C,
. Investment Mix D, or
your own mix of investments, referred to as the "Mix
Your Own" option.
If you choose the Mix Your Own option, you decide how to
allocate your account, in 1% increments, among four core
investments. The four core investments are:
. Fixed Income Core Investment
. Large Company Stock Core Investment
. International Stock Core Investment
. Small Company Stock Core Investment
You can invest your Associate Contributions in any of the
Investment Mixes or you can choose your own mix of the
core investments in 1% increments.
In addition, you can also invest the Basic Company
Contributions in Tupperware Corporation stock in 1%
increments. Effective January 1, 1997 you can invest up to
50% of your Associate contributions in Tupperware
Corporation stock.
Each of the investment options, discussed further below,
involves some degree of risk. However, the Plan is
designed to provide you with a range of investment choices
so that you can choose investment options that meet your
investment needs and goals. The Plan is intended to be a
plan described in Section 404(c) of the Employee
Retirement Income Security Act of 1974 (ERISA) and related
Department of Labor regulations. By complying with these
rules, the fiduciaries of the Plan will be relieved of
liability for any losses directly resulting from
particular investment decisions you make (for example,
liability for the performance of an Investment Mix or a
core investment in which you elect to invest).
Please read the following information carefully when
making your investment elections. More information on the
Plan's investment options can be found in the Caller's Kit
and Investor's Guide.
Core Investments
The core investments were selected to provide you with the
opportunity to build a portfolio with a potential rate of
return and degree of risk with which you are comfortable
and to diversify your investments to minimize the risk of
large losses. The Tupperware Management Committee for
Employee Benefits (MCEB) has the authority to select the
core investments or to select investment managers to make
the investments. Generally, MCEB has selected a variety of
mutual funds to comprise the core investments.
Fixed Income
This core investment is currently made up of both
investment contracts with insurance companies and bonds.
As the existing investment contracts with insurance
companies mature, the investment managers will invest in
bonds instead of more investment contracts. By investing
in bonds, the risk of investing solely in the insurance
industry is avoided.
The target composition for this investment over the long
term is for its assets to be invested in intermediate-
duration bonds.
Because intermediate-duration bonds can be somewhat
volatile in the short term, they will be managed in
conjunction with a special contract that smooths the
volatility of the investment returns on these types of
bonds. Having this special contract levels investment
returns as these intermediate bond values increase or
decrease with changing interest rates.
This core investment is considered to have lower market
risk than stocks. It also has a low degree of protection
against long-term inflation risk.
Large Company Stock
This core investment attempts to match the results of the
Standard and Poor's 500 (S&P 500) Index. This Index
contains large, established, U.S. companies across a wide
range of industries. The Index represents more than 90% of
the market value of all common stocks publicly traded in
the United States.
Because this core investment is invested in stocks, its
market risk is higher than that of fixed income
investments. This core investment has less market risk,
though, than that of investments in international or
smaller companies.
International Stock
The focus of this core investment is primarily companies
that are based outside of the United States. It invests in
companies that are located in Europe, the Far East, the
Pacific Basin, and Australia. It also may invest some
small amount in less developed countries, such as Mexico
or India.
Investment results will be affected by the performance of
foreign stock markets and currency changes. As an example,
when the Japanese Yen rises or falls relative to the U.S.
Dollar, you could see a change in the dollar value of your
investment. Because currency changes affect overall-
performance, this investment has a higher degree of market
risk than that of large company stock investments.
Small Company Stock
By investing in small, less established, publicly-traded
U.S. companies that are believed to have high potential
for growth or are believed to be a good value, this core
investment attempts to outperform the small company stock
market.
This investment carries a higher degree of market risk
than the other core investments with the potential for
greater return over a long-term horizon.
Investment Mixes
How the Mixes Were Created
Working from the theory that the type of investment is the
most important decision an investor can make, the
Investment Committee selected the four core investments
outlined in the previous section--Fixed Income, Large
Company Stock, International Stock, and Small Company
Stock.
Before the mixes were created, the Investment Committee
determined that each mix should be diversified by
investing at least some money in each core investment.
Investing in several types of investments lowers overall
market risk compared to investing in a single one.
Assisted by strategic computer modeling programs and
professional investment advisors, it was determined that
combinations of core investments would provide the highest
expected returns for four given levels of market risk over
a long time frame.
You can choose to invest in one of the four mixes (Mix A,
B, C or D), or you can choose to invest in one or more of
the core investments as you see fit (the Mix Your Own
option).
Mix A
This is the most conservative mix offered by the plan;
with both the lowest risk of short-term loss and the
lowest expected long-term return. As a result, Mix A is
expected to provide less protection against inflation than
the other mixes. It is often used by people who prefer low
risk or who expect to access their savings in the near
term.
The target investment allocation is as follows:
Fixed Income 80%
Large Company Stock 8%
International Stock 5%
Small Company Stock 7%
The investment objective of Mix A is to provide maximum
returns consistent with a relatively conservative risk
level by investing in a strategic combination of the core
investments.
Mix B
This mix has 40% invested in stocks. Mix B remains
generally conservative, but offers some growth opportunity
and inflation protection. It is often used by people who
are comfortable with low to moderate market risk, and who
have a moderate amount of time until they expect to access
their savings.
The target investment allocation is as follows:
Fixed- Income 60%
Large Company Stock 21%
International Stock 7%
Small Company Stock 12%
The investment objective of Mix B is to provide maximum
returns consistent with a conservative to moderate risk
level by investing in a strategic combination of the core
investments.
Mix C
The earnings on Mix C may vary considerably over the
short term. More than half of the mix is held in stock.
This mix is often used by people who are comfortable with
moderate short-term risk, and who have a longer time frame
until they expect to access their savings.
The target investment allocation is as follows:
Fixed Income 40%
Large Company Stock 31%
International Stock 9%
Small Company Stock 20%
The investment objective of Mix C is to provide maximum
returns consistent with a moderate to aggressive risk
level by investing in a strategic combination of the core
investments.
Mix D
This mix tilts more heavily (80%) toward stock. The higher
risk of Mix D is expected to result in higher earnings
over the long term relative to the other mixes, although
its earnings may vary considerably over the short term. It
is often used by people who are comfortable with moderate
to high market risk and who have a longer time frame until
they expect to access their savings.
The target investment allocation is as follows:
Fixed Income 20%
Large Company Stock 48%
International Stock 12%
Small Company Stock 20%
The investment objective of Mix D is to provide maximum
returns consistent with a relatively aggressive risk level
by investing in a strategic combination of the core
investments.
"Mix Your OWN" Option
You may prefer a different mix of investments than what
you find in one of the four mixes. In this case, you can
create your own mix by selecting one or more of the four
core investments in 1% increments. Effective January 1,
1997, you can also invest your Associate Contribution in
Tupperware Corporation stock in 1% increments up to 50%.
Company Stock
The Company Stock Fund is generally comprised of 95% to
100% Tupperware Corporation common stock. Some amounts of
cash will be retained in the portfolio to allow liquidity
for same-day transfers and anticipated withdrawals. Since
the Fund is invested in the stock of only one company, the
Fund is potentially more volatile than the other core
investments.
The objective of the Tupperware Corporation Stock Fund is
to provide returns consistent with the performance of
Tupperware Corporation Stock. The investment results of
the Fund depend primarily on changes in market price of
the Tupperware Corporation shares held by and the
dividends received by the Trust.
If you invest in the Tupperware Corporation Stock Fund,
you have a proportionate interest in an investment fund
that holds primarily shares of Tupperware Corporation
common stock. No shares are specifically registered to you
in your name. AU shares are held by the trustee. You may
direct the trustee how to vote your proportionate interest
in the Tupperware Corporation Stock Fund. The trustee will
vote all other shares in the Tupperware Corporation stock
investment for which it does not receive directions in
proportion to the votes of the other participants. Also,
the trustee will distribute Tupperware Corporation proxy
statements and other general shareholder communications to
participants who invest in Tupperware Corporation stock.
Your purchases and sales of company stock and votes are
confidential; the information is available only to the
plan administrator, record keeper, and trustee.
Tupperware Corporation Stock Confidentiality Procedures
The Administrative Committee will establish and maintain
procedures for safeguarding the confidentiality of
information relating to the purchase, holding and sale of
Tupperware Corporation Stock and the exercise of voting,
tender and similar rights with respect to your interest in
the Tupperware Corporation Stock Fund. The Administrative
Committee will also ensure that such procedures are
sufficient to safeguard the confidentiality of such
information and that such procedures are being followed.
The trustee shall have no duty to question or review such
procedures and shall follow such procedures without
exception. The name, address and phone number of the
Administrative Committee is as follows:
Employee Benefits Administrative Committee
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050
Generally, the confidentiality procedures will be as
follows, except as may be necessary to comply with any
Federal or state laws that are not preempted by ERISA.
With respect to the exercise of voting, tender and similar
rights (except to the extent proceeds may be remitted as a
result of any such exercise), only the trustee will be
aware of how, or to what extent, such rights may have been
exercised by you or your beneficiary. Further, the Company
will receive no information from the trustee nor will they
ask the trustee for any information, regarding the
exercise of any such rights.
Regarding the purchase, holding and sale of Tupperware
Corporation Stock by the Trust and the receipt of any
proceeds resulting from any exercise of voting, tender or
similar rights, records will be maintained by the
Administrative Committee (or its delegate), and such
persons shall keep such information in strict confidence
from any other persons, including any other employee of
the Company. However, if the Administrative Committee
determines that a particular situation could involve a
potential for undue influence of the Company on you or
your beneficiaries with regard to the direct or indirect
purchase, holding or sale or any exercise of voting,
tender or similar rights with respect to Tupperware
Corporation Stock, the Administrative Committee shall
appoint an independent fiduciary to carry out activities
relating to any such situation. In that event, the
Administrative Committee shall inform the trustee that it
has made a determination that a situation involving the
purchase, holding or sale or any exercise of voting,
tender or similar rights with respect to Tupperware
Corporation Stock involves a potential for undue Company
influence, that it has appointed an independent fiduciary
and that the trustee must follow the instructions of the
independent fiduciary and shall have no duty to question
or review such instructions.
MAKING INVESTMENT ELECTIONS
Contribution Percent
Four times each year you may change the percentage of your
pay that you contribute to the Plan. To do so, you must
call the Benefits Information Line to make your request.
If your request is confirmed by 4:00 p.m. Eastern Time on
or before the 25th of the month, the change will take
effect with the first full payroll period of the month
following your request. Otherwise, it will take effect
with the first full payroll period one month later.
Investment of Contributions
By calling the Benefits Information Line you can transfer
investments, in 1% increments, up to 12 times per year.
You may make one transfer a quarter, plus eight additional
transfers any time during the calendar year. If you do not
use a quarterly investment election change, it is not
forfeited. Instead, it becomes a "floater" which you can
use at any time during the rest of the calendar year. Your
investment transfer will be made the same business day,
provided the call is completed prior to 4:00 p.m. Eastern
Time, otherwise it will become effective the following
business day. For Retirement Savings Plan transactions, a
business day is any day the New York Stock Exchange is
open. The Exchange typically is open all weekdays except
New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.
VALUING ACCOUNTS
Your Retirement Savings Plan account grows through the
contributions you make and those the Company makes. In
addition, your account reflects the gains or losses of the
investment options in which it is invested.
Each business day, all accounts in the Plan are valued. It
is at this time that your account is credited with any
investment gains and/or losses. Once each week, Basic
Company Contributions, Associate Contributions and the
Company Match are credited to accounts. Whether or not
your contributions and any Company Contributions are
credited during a particular week will depend on your pay
frequency. Withdrawals and distributions from the Plan are
also processed on a weekly basis and checks are mailed
shortly thereafter.
Each quarter, you will receive an account statement
showing, by investment option, your balances as of the end
of the quarter. The statement also shows contributions,
earnings, and transfers for the quarter.
VESTING
Vesting refers to your ownership rights in the Basic
Company Contributions and Company Match made to your
Retirement Savings Plan account.
Vesting is based on the number of your years of service,
measured from your date of hire. It includes all of your
years of employment with the Company, not just your years
of participation in the Plan. It also includes the years
of service you had under the Prior Plan (Premark
International, Inc. Retirement Savings Plan).
After one year of service, you are 20% vested in the
Company Contributions made to your account. For each
additional full year of service, your vesting increases by
20% until you are 100% vested.
In general, you are 100% vested in the Company
Contributions in your account after five years of service
with the Company. The vesting schedule for the Plan is
shown below.
Years of Service Vested Percentage
Less than 1 year 0%
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years 100%
You are always 100% vested in your own contributions and
any rollover contributions.
You automatically become 100% vested in the Plan when you
reach age 65 while actively employed at the Company. You
are also 100% vested if you should become totally and
permanently disabled, or die, or if the Company partially
or totally terminates the Plan.
MAKING WITHDRAWALS FROM THE PLAN
Because the Plan is designed to provide you with
retirement income, there are restrictions on withdrawing
funds from the Plan before retirement. The Plan allows for
two types of withdrawals hardship withdrawals and after-
tax withdrawals. In addition, the Plan also allows loans.
Hardship Withdrawals
Hardship withdrawals are available only for certain
reasons, as restricted by federal law. In order to qualify
for a hardship withdrawal, you must show an immediate and
heavy financial need and certify that you (and your
spouse, if applicable) have no other financial resources
available to meet that need.
Your hardship withdrawal request must include
representations that the need cannot reasonably be
relieved in one of the following ways:
1. Through reimbursement or compensation by insurance
or otherwise;
2. By reasonable liquidation of your assets (and the
assets of your spouse and minor children), to the
extent such liquidation would not itself cause an
immediate and heavy financial need;
3. By other distributions or loans from plans maintained
by the Company (including the Retirement Savings
Plan) or by your spouse's Company, or by borrowing
from commercial sources on reasonable commercial
terms, unless such loans would disqualify you from
obtaining other financing; or
4. By ceasing or reducing the amount of your Associate
Contributions under the Plan.
Withdrawals are limited to the amount of your Associate
Contributions and Rollover Contributions. You may not
withdraw investment earnings. Moreover, withdrawals are
limited to the amount necessary to satisfy your need. This
amount may take into consideration amounts necessary to
pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the hardship
withdrawal.
In general, the amount you receive as a hardship
withdrawal is subject to federal and possibly state
taxation. In most instances, there will be an additional
10% excise tax on taxable amounts. See the Tax Information
section on page 20 for more detail. Also, read carefully
the Hardship Withdrawal Information Request Form,
available through the Benefits Information Line.
The following are the reasons for which you may apply to
receive a hardship withdrawal and the required
documentation that you must submit in order to support
your request.
Reason for Hardship Documentation required
Medical expenses (incurred or An itemized statement of bill
necessary to obtain care for Showing medical expenses.
you, your spouse or your
dependents, provided these An EOB (Explanation of Benefits)
expenses are not covered by from your health plan adminis-
a health plan or any other trator showing that the expenses
source. have not been reimbursed.
Proof of relationship of spouse
or dependent may be required.
Costs related to the purchase A copy of the signed contract or
of your principal residence. purchase price of the home, re-
quired earnest money, down
payment and estimates closing
costs.
Payment of tuition expenses, A copy of an itemized invoice for
room and board, and related tuition, related fees, and room
education fees for the next and board expenses which includes
12 months of post-secondary the student's name.
education for you, your spouse
or your dependents. A description of the educational
institution may be required.
Payments necessary to prevent A copy of a foreclosure or
foreclosure on or eviction for eviction notice from your land-
your principal residence. lord or lending institution.
Costs associated with building An itemized list showing the
your principal residence. cost of building materials or an
invoice/contract from the
builder.
Costs related to the purchase A copy of the signed contract
of land on which you will build for the purchase of land on
or locate your principal which a principal residence will
residence. be located.
A signed statement indicating
that construction will begin on
the residence or that a
residence will be moved there
within 90 days.
Funeral expenses for your An itemized statement or bill
spouse, your dependents or detailing funeral expenses and
another family member. proof of relationship.
Severe financial indebtedness Documentation detailing indebted-
which exceeds 28% of your gross ness (such as past due bills,
monthly income (including your letters, from collection
spouse's income, if applicable. agencies, etc.) And proof of
failed attempts to work out
payment plans with creditors.
(The hardship amount will be
limited to only the past due
portion of any debts).
A completed copy of the Finan-
cial Statement Form showing
your assets (and those of your
spouse, if applicable).
Losses to personal property A copy of an insurance company
(such as homes or cars) as a reimbursement statement and a
result of natural disaster, letter with an explanation of
provided the losses are not damages including cost of
reimbursed through insurance. repair or replacement.
After-Tax Withdrawals
Once each year, you may withdraw any after-tax Associate
Contributions from your account. You do not need to prove
hardship to make an after-tax withdrawal.
If you withdraw all or a portion of any after-tax Associate
Contributions that you made to the Plan before January 1,
1987, these contributions will not be subject to taxation and
no tax penalties will apply.
However, if you withdraw all or a portion of any after-tax
Associate Contributions that you made to the Plan after
December 31, 1986, the Internal Revenue Service requires that
the withdrawal, for tax purposes, include a proportionate
share of the investment earnings related to these after-tax
contributions. The "earnings" portion of the withdrawal will
be subject to taxation and also may be subject to an
additional 10% excise tax on the taxable amount of the
withdrawal.
TAKING A LOAN FROM THE PLAN
Under the Retirement Savings Plan, you can borrow money from
your account for any reason. You do not need to pay any
taxes or penalties on the money you borrow, provided you pay
it back. In addition, you pay the interest back to yourself.
Eligibility
If you are a full-time or part-time associate and you
participate in the Plan, you are eligible to apply for a
loan.
In the event you are eligible to apply for a loan, but a
Domestic Relations Order proceeding is pending that might
affect your account balance under the Plan, you might not be
eligible to receive a loan until your Domestic Relations
Order is finalized. An account representative will be able
to assist you in determining whether or not you may apply
for a loan given that a Domestic Relations Order is pending
against your account balance.
You are not eligible to apply for a loan if you have an
outstanding loan, have repaid a loan in-full within the last
six months, or have defaulted on a loan within the last two
years.
You are also not eligible to apply for a loan if you are an
alternate payee by reason of a Qualified Domestic Relations
Order or a terminated employee with a deferred account
balance, unless you are a party-in-interest with respect to
the Plan.
Interest Rate
Interest must be charged on your unpaid loan balance until
the full amount of your loan has been repaid. Under the
Plan, the interest rate will be equal to the Prime Rate (as
published in the Money Rates section of The Wall Street
Journal), plus one percent.
Interest rates for new loans will be changed quarterly,
effective the first business day of each calendar quarter.
However, interest rates for existing loans will not change
or be renegotiated. Therefore, once you receive a loan at a
specified interest rate, the interest rate on your loan will
not change--even if the interest rate under the Plan changes
at a later date.
Amount You May Borrow
You may borrow Associate Contributions (and Rollover
Contributions, if applicable). You may also borrow the
investment earnings on your Associate Contributions (and
Rollover Contributions, if applicable). You may not,
however, borrow your Company Contributions or the investment
earnings on your Company Contributions.
As with most types of loans, there is a minimum amount you
may borrow and a maximum amount you may borrow. The minimum
amount is $1,000. The maximum amount is the lesser of
$50,000 or 50% of your total vested Plan account balance. In
addition, all loan amounts must be in multiples of $100.
Finally, the amount you may borrow also depends on your
ability to repay the loan. The Plan requires that the amount
of your loan payment may not exceed 20% of your base pay (or
for individuals paid on a commission basis, 20% of your base
pay plus the average commissions paid to you over the last
three months).
To determine the amount you may borrow, call the Benefits
Information Line.
How Long You Have to Repay the Loan
You may take a loan for a minimum of 12 months and a maximum
of 60 months, in 6-month increments. Therefore, a loan may
be taken and repaid over 12 months, 18 months, 24 months, 30
months, 36 months, 42 months, 48 months, 54 months or 60
months.
When deciding over how many months you would like to repay a
loan, consider the amount of loan payment you can afford to
make each pay period. It may be that you wish to borrow a
certain amount from your Plan account over a desired period
of time (for example, 18 months), but the loan payment
amount for this loan amount over your desired period of time
is more than you would like to make as a loan payment. To
make the loan payment amount more manageable, you may wish
to consider repaying the loan over a slightly longer period
of time so that your loan payment per pay check is less.
But, remember, the amount of interest that you pay on the
loan will increase if you repay the loan over a longer
period of time.
What You Need to Do to Get a Loan
If you are interested in obtaining a loan from the Plan,
call the Benefits Information Line to get information on how
much you can borrow, what your payments would be and to
actually request a loan. In the event a Domestic
Relations Order is pending against your account balance, you
must speak with a Benefits Information Line account
representative to obtain further information regarding your
eligibility to receive a loan.
By using the Benefits Information Line, you may "model"
different loan amounts over various time periods and request
a loan. Once you request a loan, you will receive
information on how much your loan payment will be per pay
period based on the current interest rate, the number of
payments that you must make as determined by your pay cycle
basis and the length of your loan, and the amount of
interest you will pay.
This information will be provided in the form of a
Promissory Note which will be generated and mailed to you
the business day following the day you request your loan.
You will need to return the Promissory Note, notarized and
with spousal consent, if applicable, within 30 days of the
date you made your loan request. Provided your properly
signed Promissory Note is received by the Benefits
Information Line within this 30-day time period, your loan
will then be processed as of the next available Friday and
you will receive a check for the amount of your loan shortly
thereafter.
If your Promissory Note is not received within the 30-day
period, your request will expire. You will then need to call
the Benefits Information Line again to make another loan
request.
Making Loan Payments
Standard Loan Payments
Once a check for your loan has been issued to you, you must
begin making loan payments. In general, these loan payments
will be made on an after-tax basis via payroll deduction
every regular pay period. By signing the Promissory Note,
you will have given authorization to have payroll deductions
taken.
Every loan payment will be applied first to interest and
then to principal. Your loan payments will be credited to
your Plan account and invested in accordance with your
investment election which is on file at the time each
payment is made.
For example, assume that you received a check for your
loan and you began making loan payments of $150 via
payroll deduction shortly thereafter. Assume that your
investment election that is in effect at the time of
your first loan payment is Mix C. This loan payment
would be credited to your Plan account and invested in
Mix C.
If you are invested in the core investments under the
"Mix Your Own" option, your loan payment will be
credited to your Plan account in the same percentages
that you have invested in the core investments.
In the event the frequency of your pay changes, the amount
of your loan payment will also change. This is to ensure
that the unpaid balance of your loan and corresponding
interest will be paid in equal payments each pay period so
that the entire amount of your loan and corresponding
interest is paid-in-full by the end of the term of your
loan.
Nonstandard Loan Payments
In the event you are not able to make the full amount of your
loan payment(s) via payroll deduction (for example, due to an
unpaid leave of absence, etc.), you must continue to make the
loan payments that otherwise would have been deducted from your
pay. These payments are called nonstandard payments and a
Benefits Information Line account representative will assist you
in determining the amount of these payments.
To make the loan payments that otherwise would have been deducted
from your pay, you must obtain a money order, certified check or
cashier's check for the monthly repayment amount payable to
Bankers Trust Company. Then, mail your repayment so that it is
received by the Benefits Information Line no later than the 20th
day of the month. If your repayment is received by the Benefits
Information Line by the 20th of the month, it will be credited to
that month's obligation. Otherwise, it will be applied to next
month's obligation.
In the event you do not make a loan payment within 90 days
following the scheduled payment date, your loan will be in
default. (See the Default section on page 25 for information on
what it means to default.) Note that any nonstandard payments you
make during a particular month will be credited first to that
month's obligation. Therefore, it is important that if you are
making nonstandard payments via money order, certified check or
cashier's check you do not fall behind in your payments.
Your loan payment will be accepted via money order, certified
check or cashier's check until the earlier of the following: the
full amount of your loan payments can again be made via payroll
deduction, you have repaid the entire unpaid balance of your
loan; you die; or your employment with the Company is terminated.
Prepayments
Once your loan has been outstanding for at least 12 months,
you may prepay your unpaid loan balance (and all interest
accrued to the date of prepayment) in-full only, without
penalty.
To prepay your loan, contact a Benefits Information Line
account representative. You will be informed of the amount
needed to prepay your loan as of a specified date and an
Early Loan Payoff Notice will be mailed to you. Then, return
a copy of the Early Loan Payoff Notice to the Benefits
Information Line, along with a money order, certified check
or cashiers check, made payable to Bankers Trust Company in
the amount of your prepayment. Your prepayment must be
received by the specified date or it will not be accepted.
Should this occur, you will need to contact a Benefits
Information Line representative to repeat the process.
Default
Even though when you take a loan from the Plan you are
borrowing money from your own account, you must pay it back
just as you must pay back a loan from a bank or savings and
loan. In this case, the Plan is the lender and you are the
borrower. As a borrower, you are obligated to repay your
loan. Failure to make your loan payments could result in a
default of your loan.
Specifically, you will default on your loan if you do not
make a loan payment within 90 days of the scheduled payment
date. As explained in the Nonstandard Payment Section on
page 24 if the full amount of your loan payment cannot be
made via payroll deduction you must make nonstandard loan
payments via money order, certified check or cashiers check.
Since nonstandard payments are not made via payroll
deduction, you are responsible for paying your loan payment
each month and ensuring that it is received by the Benefits
Information Line by the 20th day of each month. If you fall
behind in making your nonstandard loan payments it is
possible that you could default on your loan.
Also, a loan default will occur if upon termination your
outstanding loan balance cannot be automatically offset from
your vested account balance and you do not repay your loan
within 90 days of terminating employment. This situation is
unlikely. However, in the event this may apply to you, you
will be notified.
If you default on your loan, the amount of your unpaid loan
will be treated as a distribution from the Plan. The amount
of your distribution that is considered taxable income will
be subject to taxation at ordinary income tax rates in the
year the distribution takes place. In addition, the 10%
excise tax on early distributions may also apply. For more
information on taxes and your distribution from the Plan,
please refer to the Tupperware Corporation Tax Notice to
Participants Regarding Distributions From Retirement Plans
which is available by calling Benefits Information Line.
Once you default on your loan, you may not repay the loan
and you may not apply for another loan from the Plan for two
years.
Other Information
Terminating Your Employment with the Company
If you have taken a loan and have an outstanding loan
balance, the entire balance of your unpaid loan is
immediately due and payable. This amount will be
automatically offset from your vested account balance and
will constitute a taxable event, unless you repay the loan.
To repay your loan, you must make the repayment via money
order, cashier's check, or certified check so that it is
received by the Benefits Information Line no later than 90
days following the date you terminated employment with the
Company. To find out the amount of the outstanding loan
balance, if any, and to obtain more information on how to
repay the loan, please contact a Benefits Information Line
account representative.
Death
If you have an outstanding loan and you die, your surviving
spouse (if he or she is your sole primary beneficiary) may
elect to repay your unpaid loan balance. If your surviving
spouse does not elect to repay the loan, the entire balance
of the unpaid loan will automatically be offset from your
vested account balance.
If you have an outstanding loan and you die, and have
designated multiple beneficiaries, your beneficiaries may
not elect to repay your unpaid loan balance. The entire
balance of your unpaid loan will automatically be offset
from your vested account balance.
Impact on Applying for a Hardship Withdrawal
Government regulations regarding hardship withdrawals
require that your financial hardship cannot reasonably be
relieved through other available financial resources, such
as a loan from a qualified retirement plan sponsored by an
employer. As such, you must first apply for a loan from the
Plan to help meet your financial hardship.
In the event you apply for a hardship withdrawal and do not
have an outstanding loan, government regulations require
that your hardship withdrawal request be denied. However, if
you already have an outstanding loan, you may apply for a
hardship withdrawal. Your request will be reviewed based on
your reason for financial hardship and the specific
documentation you submit to support your hardship withdrawal
request.
CHOOSING YOUR FORM OF DISTRIBUTION
You have the option of receiving the value of your vested
account balance when you terminate, retire, or become
permanently and totally disabled. If you should die before
you retire, your distribution will be paid to your
beneficiary.
The Retirement Savings Plan offers several forms of
distribution which are available to you as a Plan
participant. It is important that you evaluate each form of
distribution and choose the one that best meets your needs.
Single Sum Payment
A single sum payment is the normal form of distribution
under the Retirement Savings Plan. This option provides you
with the entire value of your vested account balance in a
single sum payment.
Generally, the payment will be made in cash. If you have
invested in the Tupperware Corporation Stock Fund and your
vested balance in the Tupperware Stock Fund is greater than
$3,500, you may request to receive a distribution of shares
of Tupperware stock for that portion of your account.
Annuity
An annuity may be purchased for you by the Company from an
insurance company with the value of your vested account
balance. All types of annuities offered under the Plan by
the insurance companies provide payment for your life and,
in some cases, continue payments to your spouse or other
beneficiaries.
There are several types of annuities to meet different
needs. The 50% Joint & Survivor Annuity is the most common
for married employees over age 55. It provides a monthly
benefit based on the life expectancy of you and your spouse.
This option provides payment to you for the rest of your
life; if you should die, your spouse receives 50% of your
monthly benefits for the rest of his or her life. If you
are married and wish to select an annuity with a person
other than your spouse as the joint annuitant or to select a
single life annuity there are special rules requiring that
your spouse receive a notice of certain rights and that your
spouse consent.
Contact a Benefits Information Line account representative
for more information on the various types of annuities
available.
Installments
If you participated in the Plan prior to January 1, 1989,
the installment payment option is also available to you.
Installment payments provide a series of quarterly payments
until your vested account balance is completely exhausted.
You may elect to receive quarterly payments of not less than
an amount specified by Plan provisions or some higher amount
as specified by Federal law at the time of your election.
For more information on installments, call the Benefits
Information Line.
Split Distribution
If you participated in the Plan prior to January 1, 1989,
the split distribution is also available to you. You may
elect to split your form of distribution. In other words,
you may elect to receive the non-taxable portion of your
vested account balance as a single sum payment. Any
remaining amounts can then be used to purchase an insured
guaranteed annuity or may be taken as quarterly installment
payments.
Payment of Small Amounts
If the present value of your vested benefit from the Plan is
$3,500 or less, you will receive your benefit in a single
sum cash payment. No other distribution option will be
available to you. This payment will represent a full
discharge of the Plan's liability to you and your
beneficiary.
Deferral
When you leave the Company or retire, you can defer the
distribution of your account balance until no later than
December 31 of the year in which you reach age 70. When you
do request a distribution, the distribution options
available to you will be subject to the rules in effect at
that time.
Since the money in your account remains in the Trust while
it is deferred, you continue to share in the investment
gains and losses of the Plan's investment options. In
addition, you may continue to make investment election
transfers for your deferred account balance in 1%
increments, among the available investment options. Remember
that Company Contributions are no longer added to your
account. Also, you may no longer contribute to the Plan
since you are no longer an active participant in the Plan.
Required Distributions
You may defer your distribution to the year in which you
reach age 70 1/2. Approximately 90 days before you reach age
70 1/2, you will be mailed information regarding your
distribution. If you do not respond to the information by
calling the Benefits Information Line within the prescribed
time period, the Company will distribute your vested account
balance to you in a single sum payment with mandatory
federal withholding taken. Please keep the Benefits
Information Line advised of any address changes.
APPLYING FOR YOUR BENEFIT
Once you are eligible to receive your distribution from the
Retirement Savings Plan, you will receive a Decision for
Final Payment Notice which provides important information on
your distribution from the Retirement Savings Plan as well
as information on what you need to do to receive your
distribution. If you do not respond to the information by
calling the Benefits Information Line, your distribution
will be deferred to December 31 of the year in which you
reach age 70 1/2. However, you can request a distribution at
any time.
TAX INFORMATION
Your Contributions to the Retirement Savings Plan are made
on a before-tax basis. The taxes on these contributions are
not eliminated; they are deferred. This means that when you
retire or withdraw money from the Plan for any reason, you
will owe income taxes on your contributions, Company
Contributions, and investment earnings in your account.
However, you may be eligible for special tax treatment. Or,
you may further defer taxes by rolling over your
distribution into an Individual Retirement Account or a
subsequent employer's qualified retirement plan. Important
information regarding rollovers and taxation of amounts paid
to you from the Retirement Savings Plan is included in the
Tupperware Corporation Tax Notice to Participants Regarding
Distributions from Qualified Plans. A copy of this Notice
is available through the Forms Request option in the
Benefits Information Line. You are encourage to read this
Notice carefully prior to requesting your distribution.
SPECIAL CIRCUMSTANCES
Assignment of Benefits
Generally, your benefit under the Retirement Savings Plan
cannot be assigned to anyone else, either voluntarily or by
legal action. It is payable to you alone during your
lifetime and to your beneficiary upon your death.
However, if you become divorced or separated, court orders,
known as Qualified Domestic Relations Orders, could require
that a portion of your vested account balance be paid to
someone else (for example, your spouse or children). Contact
the Human Resources Department if your personal
circumstances change and if there is a likelihood that your
benefit under the Plan may be affected. To make this process
easier for you and your legal counsel, Tupperware can
provide you with a copy of the Qualified Domestic Relations
Order Policy and a sample order in advance of any final
court order.
Breaks in Service
If your employment with the Company is interrupted, you may
incur a break in service.
You incur a break in service on the day you:
. quit and are not rehired within one year of the last
day you worked.
. are dismissed and are not rehired within one year of
the last day you worked.
. have been on layoff for one year.
. reach the first anniversary of an absence due to
physical disability.
. reach the first anniversary of an approved leave of
absence scheduled to last less than one year if you do
not return to work by the date of the first
anniversary.
. reach the first anniversary of an approved leave of
absence scheduled to last more than one year and do not
return to work by the day the leave of absence expires.
Under certain circumstances, you may interrupt your
employment with the Company, but your absence does not
constitute a break in service. Such circumstances include:
. a leave of absence for military duty, as long as you
return to work within the time you have legal re-
employment rights.
. a leave of absence for more than one year because of a
physical disability resulting from working at the
Company, provided you return to work when you recover.
. a leave of absence not to exceed two years from the
date upon which a maternity or paternity leave began.
Forfeitures
If you terminate employment before becoming fully vested in
the Retirement Savings Plan, the non-vested Company
Contributions in your account are forfeited. These
contributions are used to offset future Company
Contributions.
Re-employment
If you terminate your employment with the Company and return
to work for the Company at a future date, the following
provisions apply.
. If you are re-employed prior to incurring a break in
service, your participation in the Plan resumes on the
first day of the month following or coincident with
your date of re-employment.
. If you are re-employed after a break in service, your
participation in the Plan resumes on the first day of
the month following or coincident with your date of re-
employment provided:
1. you were either partially vested or fully vested
at the time of your termination, or
2. your break in service is shorter than the greater
of five years or your previous years of service.
. If you do not meet the above requirements, you will be
treated as a new associate for purposes of
participating in this Plan.
. If you are re-employed prior to incurring a break in
service, or if your break in service is shorter than
five years, any non-vested Company Contributions in
your account that were forfeited when you terminated
employment will be restored to your account.
Top-Heavy Provisions
As required by law, alternate provisions take effect if the
Retirement Savings Plan becomes top-heavy. The Plan will be
considered top-heavy if 60 percent of benefits are payable
to key employees. In general, key employees include officers
of Tupperware Corporation.
Should the Plan become top-heavy, non-key employees will be
fully vested after three years of service. The minimum
benefit that you receive is equal to 3% of your pay or the
percentage of pay allocated to key employees, whichever is
less.
If the Plan becomes top-heavy, you will be notified.
ADMINISTRATIVE INFORMATION
Plan Document
This is a summary of the Tupperware Corporation Retirement
Savings Plan. It provides an overall view of the major
features of the Plan. Any inconsistencies between this
summary and the Plan document are governed by the Plan
document.
If you have any questions about the Plan, please contact
your Benefits Representative.
Plan Changes or Termination
Although Tupperware Corporation intends to continue the
Retirement Savings Plan, the Company reserves the right to
amend or terminate the Plan at any time. You will be
properly notified of any changes, and all changes will be
subject to the Plan provisions and applicable laws.
If the Plan is terminated, you have a fully vested or non-
forfeitable right to your account balance if you are
actively employed on that date, regardless of the number of
your years of service.
GENERAL PLAN INFORMATION
Employer/Plan Sponsor
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050
Plan Sponsor/Employer Identification Number
36-4062333
Plan Administrator
Management Committee for Employee Benefits
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050
Plan Administrator Identification Number
59-3380262
Plan Number
002 - Defined Contribution Savings Plan
Type of Administration
The Plan Sponsor administers the Plan and maintains the
Plan's records. The Plan may rely on other professional
service providers to assist in Plan administration .
Plan Trustee/Trust Name
Bankers Trust Company
Bankers Trust Plaza
280 Park Avenue
New York, NY 10015
The Tupperware Corporation Defined Contribution Trust.
Agent for Service of Legal Process
Chairman, Management Committee for Employee Benefits
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, FL 32837
(407) 826-5050
Service of legal process may also be made upon the Plan
Trustee.
Plan Year
Plan records are kept on a calendar-year basis from January 1
to December 31.
Administrative Committee
The Management Committee for Employee Benefits at Tupperware
Corporation appoints an Administrative Committee to
administer the day-to-day operations of the Plan. The
Administrative Committee interprets Plan provisions and
ensures that the Plan operates on a fair and equal basis for
all associates.
APPEALS PROCEDURE
Your benefit plans are designed and administered to respond
when you submit a claim for a benefit. If there are problems
or delays, here is the procedure for appeals:
. After you file your claim for a benefit, you will
receive written notice within 90 days whether or not
any benefits will be paid on your claim.
. If more than 90 days is required to examine your claim
for a benefit, you are informed in writing during that
first 90 days. The time needed to examine your claim
may only extend up to an additional 90 days.
. You will receive a written explanation if your claim is
denied.
. If you do not agree with the denial, you have 90 days
from the day you received written notice of the denial
to make a written appeal.
. You must submit your appeal in writing to the Human
Resources Department for a complete and fair review by
the Plan's Administrative Committee.
. You should receive a written decision on your appeal
within 60 days. If the decision will take longer, you
will be notified. No more than 120 days may be taken to
review your appeal.
ERISA RIGHTS
Usually, you receive written notice about your claim within
60 days from the time you submit your claim. Unusual or
difficult claims may require more time to process. If a
claim is denied, and you do not understand the reason, ask
your Benefits representative to explain.
If you do not agree with the denial, you have the right to
appeal in accordance with the Employee Retirement Income
Security Act of 1974 (ERISA). Please refer to the Appeals
Procedure section on page 38.
ERISA was signed into law to protect your rights under
employee benefits programs. The law does not require any
company to provide benefits, but ERISA sets standards for
any benefits a company offers.
It is your right to know as much as possible about your
benefits. This description of your ERISA rights is one way
to keep you informed.
As a participant of the Plan, you are entitled to certain
rights and protections. ERISA entitles you to:
. Examine, without charge, at the Plan Administrator's
office and at other locations (work sites), all plan
documents, including insurance contracts and copies of
all documents filed by the plan with the U.S.
Department of Labor, such as detailed annual reports.
. Obtain copies of all Plan documents and other Plan
information by writing to the Plan Administrator, in
care of the Benefits Department, Tupperware
Corporation, 14901 South Orange Blossom Trail, Orlando,
FL 32837. The Plan Administrator may charge a
reasonable fee for the copies.
. Receive a summary of the Plan's annual financial
report. The Plan Administrator is required by law to
furnish each participant with a copy of this summary
annual report.
In addition to creating rights for Plan participants, ERISA
imposes duties upon the people responsible for the operation
of a plan. The people who operate your Plan, called
fiduciaries, have the duty to do so prudently and in the
interest of you and other Plan participants and
beneficiaries.
No one, including your employer or any other person, may
fire you or otherwise discriminate against you, in any way
to prevent you from obtaining a Plan benefit or exercising
your rights under ERISA. If your claim for a benefit is
denied, in whole or in part, you must receive a written
explanation of the reason for denial. You have the right to
have the Plan Administrator review and reconsider your
claim.
Under ERISA, there are steps you can take to enforce these
rights. For instance, if you request materials from the Plan
Administrator and do not receive them within 30 days, you
may file suit in federal court. In such a case, the court
may require the Plan Administrator to provide the materials
and pay you up to $100 a day until you receive the
materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator.
If you have a claim for benefits which is denied or ignored,
in whole or in part, you may file suit in a state or federal
court. If it should happen that Plan fiduciaries misuse the
Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a federal
court.
The court decides who pays court costs and legal fees. If
you are successful, the court may order the person you have
sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees.
If you have any questions about this statement or your
rights under ERISA, you should contact the nearest Area
Office of the U.S. Labor Management Services Administration,
Department of Labor.
EXHIBIT 23
Consent of Independent Certified Public Accountants
We hereby consent to incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 23, 1996, except as
to Note 13, which is as of April 9, 1996, appearing on page F-2 of
Tupperware Corporation's Form 10/A4.
/s/ Price Waterhouse, LLP
- --------------------------
Price Waterhouse, LLP
Orlando, Florida
December 16, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Warren L. Batts
----------------------
Warren L. Batts
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ William O. Bourke
----------------------
William O Bourke
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as her true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in her capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
her hand this 7th day of November, 1996.
/s/ Ruth M. Davis
----------------------
Ruth M. Davis
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Lloyd C. Elam
----------------------
Lloyd C. Elam
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ E. V. Goings
----------------------
E. V. Goings
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Clifford J. Grum
----------------------
Clifford J. Grum
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Joe R. Lee
----------------------
Joe R. Lee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Joseph E. Luecke
----------------------
Joseph E. Luecke
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Bob Marbut
----------------------
Bob Marbut
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Robert M. Price
----------------------
Robert M. Price
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Tupperware Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of Charles
L. Dunlap, Thomas M. Roehlk and Carol A. Vix, as his true and
lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of the
common stock, $0.01 par value, of the Corporation on a
Registration Statement on Form S-8, and to any and all
amendments, including post-effective amendments, to the said
Registration Statement, relating to the Tupperware Corporation
Retirement Savings Plan, as the same may be amended from time to
time, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director of the Corporation, and
to file the same, or cause the same to be filed, together with
exhibits, supplements, appendices, instruments and other
documents pertaining thereto, with the Securities and Exchange
Commission, and hereby RATIFYING AND CONFIRMING all that said
attorneys and agents, or any of them, may have done, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 7th day of November, 1996.
/s/ Paul B. Van Sickle
----------------------
Paul B. Van Sickle
