Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIMEX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Virginia 06-1458069
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Address of Principal Executive Offices) (Zip Code)
Primex Technologies, Inc.
Retirement Investment Management Experience Plan
(Full title of the plan)
Johnnie M. Jackson, Jr., Esq.
Secretary
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Name and address of agent for service)
(813) 578-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered registered (1) per share (2) price (2) fee
Common Stock, par
value $1 per share.... 150,000 $31.35 $4,702,500 $1,425
Series A Participating
Cumulative Preferred
Stock Purchase Rights
(the "Rights")........ 150,000 (3) (3) (3)
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement registers an
indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
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(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(h), the proposed maximum
offering price per share is estimated based on the book value of the
registrant's Common Stock computed as of November 30, 1996, the latest
practicable date prior to the filing of this Registration Statement.
(3) The Rights are appurtenant to and trade with the Common
Stock. The value attributable to the Rights, if any, is reflected in
the book value of the Common Stock and the registration fee for the
Rights is included in the fee for the Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Primex
Technologies, Inc. (the "Company") are incorporated herein by
reference as of their respective dates:
(a) Registration Statement on Form 10, as amended, filed with the
Commission, which became effective under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on December 9, 1996, and
which contains a description of the Common Stock and Rights of the
Company.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the fiscal year ended December 31, 1995.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's
Articles of Incorporation require, indemnification of the Company's
directors, officers and employees in a variety of circumstances. Under
Sections 13.1-697 and 13.1-704 of the Virginia Stock Corporation Act,
a Virginia corporation generally is authorized to indemnify its
directors, officers and employees in civil or criminal actions if such
persons acted in good faith and believed their conduct to be in the
best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that their conduct was
unlawful. The Company's Articles of Incorporation require
indemnification of directors, officers and employees with respect to
certain liabilities, expenses, and other amounts imposed upon such
persons by reason of having been directors, officers or employees if
such persons acted in good faith and believed that their conduct was
in the best interests of the Company or a related entity. Also,
Section 13.1-692.1 of the Virginia Stock Corporation Act permits a
Virginia corporation to limit or totally eliminate the liability of a
director or officer in a shareholder or derivative proceeding.
Directors and officers of the Company are insured, subject to
policy limits and certain exclusions and limitations and to the extent
not otherwise indemnified by the Company, against loss (including
expenses incurred in the defense of actions, suits and proceedings in
connection therewith) arising from any error, misstatement, misleading
statement, omission or other act made or performed in their capacity
as directors and officers. The policies also reimburse the Company for
liability incurred in the indemnification of its directors and
officers under common or statutory laws or the Company's Articles of
Incorporation, subject to the terms, conditions and exclusions of such
policies. In addition, directors, officers and other employees of the
Company who may be "fiduciaries" as that term is used in the Employee
Retirement Income Security Act of 1974 are insured with respect to
liabilities under such Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) See Exhibit Index elsewhere herein.
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(b) The registrant will submit the Primex Technologies, Inc.
Retirement Investment Management Experience Plan to the Internal
Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the plan under Section
401 of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (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 registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the 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 registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
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 registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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 registrant 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
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, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for the filing on the 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 Norwalk,
State of Connecticut, on this 17th day of December, 1996.
PRIMEX TECHNOLOGIES, INC.
By Johnnie M. Jackson, Jr.
-----------------------------------
Name: Johnnie M. Jackson, Jr.
Title: Vice President and Secretary
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
P. C. Kosche Chief Executive Officer December 17, 1996
- ------------------------------
Name: P. C. Kosche
Louis S. Massimo Chief Financial Officer December 17, 1996
- ------------------------------
Name: Louis S. Massimo
Mary Gallagher Chief Accounting Officer December 17, 1996
- ------------------------------
Name: Mary Gallagher
Johnnie M. Jackson, Jr. Director December 17, 1996
- ------------------------------
Name: Johnnie M. Jackson, Jr.
P. C. Kosche Director December 17, 1996
- ------------------------------
Name: P. C. Kosche
<PAGE>
Pursuant to the requirements of the Securities Act, the Primex
Technologies, Inc. Retirement Investment Management Experience Plan
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norwalk,
State of Connecticut, on this 17th day of December, 1996.
PRIMEX TECHNOLOGIES, INC. RETIREMENT
INVESTMENT MANAGEMENT EXPERIENCE PLAN
By Johnnie M. Jackson, Jr.
--------------------------------
Name: Johnnie M. Jackson, Jr.
Title: Member of Plan Committee
By P.C. Kosche
--------------------------------
Name: P. C. Kosche
Title: Member of Plan Committee
By Sharon Doughty
--------------------------------
Name: Sharon Doughty
Title: Member of Plan Committee
<PAGE>
EXHIBIT INDEX
Exhibit Description
4(a) Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 to the
Company's Form 10 dated December 6, 1996 (SEC File No.
0-28942).
4(b) Amended and Restated By-laws. Incorporated by reference
to Exhibit 3.2 to the Company's Form 10 dated December
6, 1996 (SEC File No. 0-28942).
4(c) Form of Rights Agreement dated December 19, 1996,
between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, incorporated by
reference to Exhibit 4.4 to the Company's Form 10 dated
December 6, 1996 (SEC File No. 0-28942).
4(d) Primex Technologies, Inc., Retirement Investment
Management Experience Plan.
23 Consent of KPMG Peat Marwick LLP.
<PAGE>
Exhibit 4(d)
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT MANAGEMENT EXPERIENCE PLAN
("PRIME")
(Effective January 1, 1997)
<PAGE>
TABLE OF CONTENTS
Page
PREAMBLE....................................................... 1
ARTICLE I
Definitions............................................... 1
Account................................................... 1
Acquired Company.......................................... 1
Actual Contribution Percentage............................ 2
Actual Deferral Percentage................................ 2
Affiliated Company........................................ 3
Age....................................................... 4
Bargaining Unit Employee.................................. 4
Beneficiary............................................... 4
Board of Directors........................................ 4
CEOP Transferred Account Balances......................... 4
Code...................................................... 4
Committee................................................. 4
Common Stock.............................................. 4
Company................................................... 5
Company Contribution Account.............................. 5
Company Matching Contributions............................ 5
Company Retirement Contributions.......................... 5
Company Retirement Contributions Account.................. 5
Compensation.............................................. 6
Current Market Value...................................... 6
Early Retirement Date..................................... 6
Earnings.................................................. 6
Effective Date............................................ 7
Eligible Employee......................................... 7
ERISA..................................................... 8
Fiduciary................................................. 8
Five-Percent Shareholder.................................. 8
Former Participant........................................ 9
Fund...................................................... 9
Highly Compensated Employee............................... 9
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Hours of Service........................................... 9
Leased Employee............................................ 10
Matching Contributions..................................... 11
Matching Contribution Account.............................. 11
Olin....................................................... 11
Olin Plan.................................................. 11
Participant................................................ 11
Participating Employer..................................... 11
Period of Continuous Service............................... 12
Period of Severance........................................ 13
Plan....................................................... 13
Plan Year.................................................. 13
Primex Common Stock Fund................................... 13
Regulations................................................ 13
Related Employer........................................... 13
Required Beginning Date.................................... 14
Rollover Contributions..................................... 14
Severance from Service Date................................ 14
Spouse..................................................... 14
Tax Deferred Contribution Account.......................... 15
Tax Deferred Contributions................................. 15
Taxed Contribution Account................................. 15
Taxed Contributions........................................ 15
Total and Permanent Disability............................. 15
Trust Agreement............................................ 15
Trustee.................................................... 16
Valuation Date............................................. 16
Year of Participation...................................... 16
ARTICLE II
Participation.............................................. 16
2.01. General Rule........................................ 16
2.02. Transfer In or Out of Eligible Class of Employees;
Rehired Employees.................................. 17
ARTICLE III
Contributions.............................................. 17
3.01. Tax Deferred Contributions.......................... 17
3.02. Limitation on Tax Deferred Contributions............ 19
3.03. Taxed Contributions................................. 22
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3.04. Matching Contributions and Discretionary
Contributions...................................... 23
3.05. Limitation on Taxed Contributions and Matching
Contributions...................................... 23
3.06. Rollover Contributions.............................. 27
3.07. Prior Plan Transfers................................ 27
3.08. Annual Additions Limitations........................ 28
3.09. Limit on Deductibility of Contributions............ 29
ARTICLE IV
Allocations to Participants' Accounts...................... 30
4.01. Tax Deferred Contributions and Taxed Contributions.. 30
4.02. Company Matching Contributions...................... 30
4.03. Age-Weighted Profit Sharing Allocations............. 31
4.04. Additional Discretionary Profit Sharing
Contributions...................................... 31
4.05. Additional Contributions for Top-Heavy Minimum...... 31
ARTICLE V
Investment of Contributions................................ 31
5.01. Participant Direction of Accounts................... 31
5.02. Investments in Company Stock........................ 33
5.03. Participant-Directed Investment of Tax-Deferred,
Taxed and Company Retirement Contribution Account.. 34
5.04. Special Distribution Account........................ 34
ARTICLE VI
Vesting.................................................... 36
6.01. Vesting of Tax Deferred Contribution and
Taxed Contribution Accounts........................ 36
6.02. Vesting of Company Contribution Accounts............ 36
6.03 Vesting of Amounts Rolled Over or Transferred
from Other Plans................................... 36
6.04. Forfeitures......................................... 37
ARTICLE VII
Withdrawals Prior to Termination of Employment............. 37
7.01. Priority for Withdrawals............................ 37
7.02. Penalties for General Withdrawals................... 39
7.03. Hardship Withdrawals................................ 39
7.04. Effect of Suspension................................ 41
7.05. Limitation on Withdrawals for Participants
<PAGE>
with Outstanding Loans.............................. 41
ARTICLE VIII
Loans to Participants and Beneficiaries.................... 41
8.01. Loan Program........................................ 41
8.02. General Rules....................................... 42
8.03. Amount.............................................. 42
8.04. Rate of Interest and Term of Loan................... 43
8.05. Security............................................ 43
8.06. Repayment........................................... 44
8.07. Outstanding Loan Balance at Termination of
Employment......................................... 44
8.08. Loan Default During Employment...................... 45
ARTICLE IX
Distributions.............................................. 45
9.01. Termination of Employment........................... 45
9.02. Valuation Date and Conditions of Distribution....... 46
9.03. Method of Distribution.............................. 46
9.04. Form of Distribution................................ 46
9.05. Date of Distribution................................ 47
9.06. Compliance with Applicable Law...................... 47
9.07. Distributions to Comply with Qualified
Domestic Relations Order........................... 47
ARTICLE X
Trust Fund................................................. 49
10.01. Trust Agreement.................................... 49
10.02. Trustee............................................ 49
10.03. Return of Contributions............................ 49
ARTICLE XI
Administration............................................. 50
11.01. Appointment of Committee........................... 50
11.02. Procedures......................................... 50
11.03. Employment of Agents............................... 51
11.04. Fiduciary Responsibilities......................... 51
11.05. Committee Liability................................ 52
11.06. Reports to Participants............................ 52
11.07. Administrative Expenses............................ 53
11.08. Special Fiduciary Provisions Concerning Employer
Stock............................................. 53
<PAGE>
11.09. Voting of Company Stock............................ 54
11.10. Tendering Company Stock............................ 55
ARTICLE XII
Amendment and Termination.................................. 56
12.01. Amendment.......................................... 56
12.02. Termination........................................ 57
ARTICLE XIII
Miscellaneous Provisions................................... 57
13.01. Nonalienation of Benefits.......................... 57
13.02. Benefits Paid Solely from the Trust Fund........... 58
13.03. No Contract of Employment.......................... 58
13.04. Incompetency....................................... 58
13.05. Missing Recipients................................. 59
13.06. Mergers, Consolidations and Transfers of Plan
Assets............................................ 59
13.07. Claim Procedures................................... 59
13.08. Cooperation of Participants........................ 60
13.09. Applicable Law..................................... 60
13.10. Gender and Number.................................. 61
13.11. Headings........................................... 61
APPENDIX A-1
TOP HEAVY PROVISIONS....................................... 62
APPENDIX A-2
INTERNAL REVENUE CODE REQUIREMENTS
FOR CALCULATION AND PAYMENT OF BENEFITS.................... 66
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT MANAGEMENT EXPERIENCE PLAN
(Effective January 1, 1997)
PREAMBLE
Primex Technologies, Inc. (the "Company") hereby establishes a
savings and retirement plan for eligible employees known as the Primex
Technologies, Inc. Retirement Investment Management Experience Plan
(the "Plan"). The Plan is effective as of January 1, 1997. The Plan is
intended to be a qualified plan under Section 401(a) of the Internal
Revenue Code (the "Code") with a qualified cash or deferred
arrangement within the meaning of Section 401(k) of the Code, and an
age-weighted profit sharing feature. It is intended that Company
matching contributions under the 401(k) component of the Plan be
invested in Primex Technologies, Inc. Common Stock and that the Plan
be an eligible individual account plan within the meaning of Section
407(d)(3) of ERISA.
The purposes of the Plan are (i) to encourage thrift on the part
of the employees by furnishing them with an incentive to save on a
salary reduction basis by providing matching contributions made by the
Company and other Participating Employers, and (ii) to provide
additional funds at retirement by means of an age-weighted profit
sharing feature.
<PAGE>
ARTICLE I
Definitions
"Account" shall mean, with respect to any Participant, his Tax
Deferred Contribution Account, his Taxed Contribution Account, his
Company Matching Contribution Account, his Company Retirement
Contribution Account and his Rollover Account.
"Acquired Company" shall mean any organization of which the
Company or any other Participating Employer has acquired control by
purchase, merger, consolidation or otherwise.
"Actual Contribution Percentage" shall mean, for a Plan Year,
with respect to a specified group of Eligible Employees referred to in
Section 3.05, the average of the ratios, calculated separately for
each Eligible Employee in the group, of (a) the sum of the Taxed
Contributions and Matching Contributions (excluding any amounts used
to satisfy the minimum top-heavy plan allocation described in Appendix
A) made on behalf of or by the Eligible Employee for a Plan Year to
(b) the Eligible Employee's Earnings for that Plan Year. Such Actual
Contribution Percentage shall be computed to the nearest one-hundredth
of one percent of the Eligible Employee's Earnings.
Effective for Plan Years beginning in 1997, the Actual
Contribution Percentage of Nonhighly Compensated Eligible Employees
for the preceding Plan Year shall be used in performing the ACP test
and shall be compared to the Actual Contribution Percentage of Highly
Compensated Employees for the Plan Year being tested. At the election
of the Company, the Actual Contribution Percentage test may be applied
with respect to Nonhighly Compensated
<PAGE>
Employees by using the Actual Contribution Percentage for the then
current Plan Year instead of the preceding Plan Year, provided that
such election, once made, cannot be revoked except as provided by the
Secretary of the Treasury. In the initial year of the Plan, the Actual
Contribution Percentage of Nonhighly Compensated Employees shall be
three percent (3%) or, if elected by the Company, shall be the Actual
Contribution Percentage of Non-Highly Compensated Employees with
respect to the Plan Year being tested.
To the extent permitted by law and to the extent elected by the
Company, Tax Deferred Contributions (in excess of the amount of Tax
Deferred Contributions needed to satisfy the actual deferral
percentage test described in Section 3.02) allocated to a
Participant's Account may be aggregated with Matching Contributions
and Taxed Contributions allocated to his Account in determining his
Actual Contribution Percentage provided that the requirements
contained in Treas. Reg. Section 1.401(m)-1(b)(5) are satisfied.
"Actual Deferral Percentage" shall mean, with respect to a
specified group of Eligible Employees referred to in Section 3.02, the
average of the ratios, calculated separately for each Eligible
Employee in that group, of (a) the amount of Tax Deferred
Contributions made on the Eligible Employee's behalf for a Plan Year
to (b) the Eligible Employee's Earnings for that Plan Year. Such
Actual Deferral Percentage shall be computed to the nearest
one-hundredth of one percent of the Eligible Employee's Earnings.
Effective for Plan Years beginning in 1997, the Actual Deferral
Percentage of Nonhighly Compensated Eligible Employees for the
preceding Plan Year shall be used in performing the ADP test and shall
be compared to the Actual Deferral
<PAGE>
Percentage of Highly Compensated Employees for the Plan Year being
tested. At the election of the Company, the Actual Deferral Percentage
test may be applied with respect to Nonhighly Compensated Employees by
using the Actual Deferral Percentage for the then current Plan Year
instead of the preceding Plan Year, provided that such election, once
made, cannot be revoked except as provided by the Secretary of the
Treasury. In the initial year of the Plan, the Actual Deferral
Percentage of Non-Highly Compensated Employees shall be three percent
(3%) or, if elected by the Company, shall be the Actual Deferral
Percentage of Non-Highly Compensated Employees with respect to the
Plan Year being tested.
The Actual Deferral Percentage for any Highly Compensated
Employee for any Plan Year who is eligible to have pre-tax
contributions allocated to his account under one or more plans
described in Code Section 401(k) maintained by a Related Employer in
addition to this Plan shall be determined as if all such contributions
were made to this Plan.
"Affiliated Company" shall mean (a) the Company, (b) each other
corporation that is a member of the "controlled group of corporations"
that includes the Company, determined in accordance with Code Section
1563(a), without regard to Code Sections 1563(a)(4) and (e)(3)(C), (c)
any organization that is part of a group of trades or businesses under
common control that includes the Company pursuant to Code Section
414(c), and (d) any organization which is part of an affiliated
service group that includes the Company pursuant to Code Section
414(m).
"Age" shall mean a Participant's Age as of his last birthday.
<PAGE>
"Bargaining Unit Employee" shall mean an Eligible Employee who is
covered under a collective bargaining agreement between employee
representatives and a Participating Employer.
"Beneficiary" shall mean such beneficiary or beneficiaries as may
be designated from time to time by the Participant or Former
Participant, on a form made available by the Committee for such
purpose, to receive, in the event of the Participant's or Former
Participant's death, the value of his Account at the time of his
death. In the case of a Participant or Former Participant who is
married, the Beneficiary shall be the Participant's or Former
Participant's Spouse unless such Spouse consents in writing on a form
witnessed by a Plan representative or notary public to the designation
of another person as Beneficiary. In the event that a Participant or
Former Participant dies without a surviving Spouse and without having
in effect at the time of his death a proper Beneficiary designation,
his Beneficiary shall be his estate.
"Board of Directors" shall mean the board of directors of the
Company and any committee or person to whom such board of directors
has delegated its authority with respect to the Plan matter to be
acted upon.
"CEOP Transferred Account Balances" shall include those account
balances derived from employer contributions, and Employee pre-tax and
after-tax contributions, which an Employee elects to have directly
transferred from the Olin Plan ("CEOP") to this Plan, which balances
shall be fully vested and accounted for under this Plan.
"Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time. References to any section of the Code shall include
any successor provision thereto.
<PAGE>
"Committee" shall mean the Committee appointed pursuant to
Section 11.01.
"Common Stock" shall mean the common stock of the Company.
"Company" shall mean Primex Technologies, Inc. and any successor
thereto by merger, purchase or otherwise. Any action by the Company
provided for by the Plan may be taken by the Board of Directors or
such of its members or such of its officers or Employees of the
Company as may be authorized by said board to act on its behalf with
regard thereto.
"Company Contribution Account" shall mean that portion of the
trust fund that, with respect to any Participant or Former
Participant, is attributable to (a) Matching Contributions made on his
behalf by the Company or another Participating Employer, (b) Company
Retirement Contributions (including age-weighted and other
discretionary profit sharing contributions made by the Company or
other Participating Employers with respect to a Plan Year), and (c)
CEOP Transferred Account Balances to the extent they are attributable
to prior employer contributions made on behalf of the Participant.
"Company Matching Contributions" shall mean the matching
contributions (within the meaning of Code Section 401(m)) contributed
on behalf of Participants pursuant to Section 4.02 which are invested
in Common Stock of the Company.
"Company Retirement Contributions" shall mean those Company
Contributions which the Company (or other Participating Employers) may
in their discretion make with respect to a Plan Year without regard to
whether the Company has current or accumulated earnings or profits for
its fiscal year ending with or within the Plan Year, which are
allocated to the Company
<PAGE>
Retirement Contribution Account under the age-weighted formula
contained in Section 4.03. Company Retirement Contributions shall also
include any other discretionary profit sharing contributions made by
the Company (or other Participating Employers), which shall be
allocated in accordance with Section 4.04 of the Plan.
"Company Retirement Contributions Account" shall mean with
respect to a Participant or Former Participant, that portion of the
trust fund that is attributable to Company Retirement Contributions.
"Compensation" shall mean the compensation paid to an Eligible
Employee for services rendered to the Company or any Participating
Employer, including bonuses, shift differentials, overtime, and
incentive compensation (other than long-term incentives), but
excluding severance, relocation assistance, and the imputed value of
taxable fringe benefits. Compensation shall be determined without
reduction for any Tax Deferred Contributions or any salary reduction
contributions made to a plan described in Section 125 of the Code.
The maximum amount of Compensation that may be taken into account
under the Plan shall not exceed the "OBRA '93 Compensation limit." The
OBRA '93 Compensation limit is $150,000, as adjusted for increases in
the cost of living in accordance with Section 401(a)(17)(B) of the
Code ($160,000 for the 1997 Plan Year). The cost-of-living adjustment
in effect for a calendar year applies to any period (such as a Plan
Year), not exceeding 12 months, beginning in such calendar year, over
which compensation is determined (i.e., a determination period). If a
determination period consists of fewer than 12 months, the OBRA '93
Annual Compensation limit
<PAGE>
will be multiplied by a fraction, the numerator of which is the number
of months in the determination period, and the denominator of which is
12.
"Current Market Value" on any day, as applied to Common Stock,
shall mean the closing market price thereof as reported on the
consolidated transaction reporting system for NASDAQ issues, or if
Common Stock is not traded on such day, such closing market price on
the next succeeding trading day on which the Common Stock of the
Company is traded.
The Current Market Value of all other investments, including
units in the Common Stock Fund, shall mean the closing market price
thereof as of the Valuation Date, as reported by the Trustee.
"Early Retirement Date" shall mean the date on which a
Participant has both attained age fifty-five (55) and completed ten
Years of Participation.
"Earnings" shall mean the Participant's total Compensation as set
forth for personal services actually rendered in the course of
employment with an Affiliated Company or a Related Employer, but
excluding (i) contributions made to a plan of deferred compensation to
the extent that, before the application of the limitations contained
in Code Section 415 to such plan, the contributions are not includable
in the gross income of the Participant for the taxable year in which
contributed; (ii) distributions from a plan of deferred compensation
except to the extent such distributions are from an unfunded
nonqualified plan and are includable in the Participant's gross income
for the year; (iii) amounts realized from the exercise of a
nonqualified stock option or when restricted stock (or property)
either becomes freely transferable or is no longer subject to
<PAGE>
a substantial risk of forfeiture; (iv) amounts realized from the sale,
exchange or other disposition of stock acquired under a qualified
stock option; and (v) other amounts which receive special tax
benefits, such as premiums for group term life insurance (but only to
the extent that the premiums are not includable in the gross income of
the Participant).
"Effective Date" shall mean January 1, 1997.
"Eligible Employee" shall mean any person who is employed
(including any officer or director who is also an employee) by and as
such is enrolled on the active payroll of:
(a) the Company or other Participating Employer and either
(i) is performing services in the United States or (ii) is a
citizen of the United States and is performing services outside
the United States at the request of the Company or other
Participating Employer; or
(b) a foreign subsidiary to which an agreement entered into
by a Participating Employer and the Internal Revenue Service
under Section 3121(1) of the Code applies; provided that he is a
citizen of the United States who receives compensation from a
Participating Employer or such foreign subsidiary other than a
pension, retirement allowance, retainer or fee under contract.
Such term shall not include (i) Bargaining Unit Employees with
respect to whom an agreement has not been signed to provide for their
participation in the Plan or in a particular contribution feature of
the Plan, and (ii) any other person who under the normal practices of
the Company or other Participating Employer or foreign subsidiary is
not considered to be an
<PAGE>
employee. In all cases of doubt, the Committee shall decide whether a
person is an Eligible Employee as defined herein. For the purpose of
this definition of Eligible Employee only, "foreign subsidiary" shall
mean a foreign subsidiary as defined in Section 3121(1)(6) of the
Code. Notwithstanding anything contained in the Plan to the contrary,
an individual employed by a foreign subsidiary shall not be deemed an
Eligible Employee if contributions under a funded plan of deferred
compensation are provided by any entity other than a Participating
Employer with respect to the remuneration paid to such individual by
such foreign subsidiary.
In no event shall an individual who is a Leased Employee within
the meaning of Section 414(n)(2) of the Code be treated as an Eligible
Employee for purposes of this Plan.
"ERISA" shall mean Public Law 93-406, the Employee Retirement
Income Security Act of 1974, as amended from time to time. References
to any section of ERISA shall include any successor provision thereto.
Any term or phrase defined in ERISA shall, if used herein, be given
the same meaning assigned to it by ERISA unless a different meaning is
plainly required by the context.
"Fiduciary" shall mean any person to the extent that he (a)
exercises any discretionary authority or discretionary control
respecting management of the Plan or exercises any authority or
control respecting management or disposition of its assets, (b)
renders investment advice for a fee or other compensation, direct or
indirect, with respect to any moneys or other property of the Plan, or
has any authority or responsibility to do so, or (c) has any
discretionary responsibility in
<PAGE>
the administration of the Plan. Such terms includes persons designated
by Fiduciaries named in the Plan to carry out fiduciary
responsibilities under the Plan.
"Five-Percent Shareholder" shall mean a person who owns (or is
considered to own within the meaning of Section 318 of the Code) more
than five percent of the outstanding stock or stock possessing more
than five percent of the total combined voting power of all stock of a
Participating Employer.
"Former Participant" shall mean a Participant who is no longer
employed by an Affiliated Company but who still has an Account under
the Plan.
"Fund" shall mean the various investment funds selected by the
Committee pursuant to Section 5.01.
"Highly Compensated Employee" shall mean, for any Plan Year, an
Eligible Employee who
(a) in the current or previous Plan Year was a Five Percent
Shareholder; or
(b) in the previous Plan Year had Earnings in excess of
$80,000 (as adjusted by the Secretary of the Treasury from time
to time). If the Company so elects, it may further limit the
number of Employees included within the definition of "Highly
Compensated Employee" by virtue of (b) above by also requiring
that those Employees be in the group consisting of the top 20% of
employees of the Affiliated Companies, considered on an aggregate
basis, when ranked in order of Earnings for the previous Plan
Year.
<PAGE>
The $80,000 threshold in the preceding sentence shall be adjusted
at the same time and in the same manner as the dollar limit on
benefits under a defined benefit plan is adjusted pursuant to Section
415(d) of the Code. The dollar threshold for a particular look-back
year is based on the dollar threshold in effect for the calendar year
in which the look-back year begins.
A former Eligible Employee shall be considered a Highly
Compensated Employee if he was a Highly Compensated Employee either
for the Plan Year in which his separation from service began or for
any Plan Year ending on or after the former Eligible Employee's 55th
birthday.
The determination of who is a Highly Compensated Employee will be
made in accordance with Section 414(q) of the Code and the regulations
thereunder.
"Hours of Service" shall mean (a) each hour for which an Employee
is paid or entitled to payment for the performance of duties for an
Affiliated Company during the applicable computation period, (b) each
hour for which an Employee is paid, or entitled to payment by an
Affiliated Company on account of a period of time during which no
duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty or
leave of absence and (c) each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or agreed to by an
Affiliated Company (to be credited as of the time to which the award
or agreement pertains). No more than 501 Hours of Service shall be
credited under (b) above for any single continuous period (whether or
not in a single computation period) during which he
<PAGE>
performs no duties. Notwithstanding the foregoing, no Hours of Service
shall be credited for an hour during which no duties are performed if
such payment is made or due (1) under a plan maintained solely for the
purpose of complying with workers' compensation, unemployment
compensation or disability insurance laws or (2) solely to reimburse
an Employee for medical or medically related expenses incurred by the
Employee. The foregoing notwithstanding, an Employee shall be entitled
to an Hour of Service for each hour for which he is paid pursuant to a
disability benefit program or under personnel policies (other than
severance pay policies) applicable to all Employees similarly
situated. An Employee shall be credited with the number of hours
determined under Labor Department Regulations Section 2530.200b-2(b)
and (c). In no event will any Hours of Service be credited if they
duplicate Hours of Service previously credited.
"Leased Employee" shall mean any person (other than an employee
of the recipient) who pursuant to an agreement between the recipient
and any other person ("leasing organization") has performed services
for the recipient (or for the recipient and related persons determined
in accordance with section 414(n)(6) of the Code) on a substantially
full-time basis for a period of at least one year, and such services
are performed under the primary direction or control of the recipient
employer. Contributions or benefits provided for a Leased Employee by
the leasing organization which are attributable to services performed
for the recipient employer shall be treated as provided by the
recipient employer.
<PAGE>
A Leased Employee shall not be considered an employee of the
recipient if: (a) such employee is covered by a money purchase pension
plan providing: (i) a nonintegrated employer contribution rate of at
least ten percent (10%) of compensation, as defined in section
415(c)(3) of the Code, but including amounts contributed by the
Employer pursuant to a salary reduction agreement which are excludable
from the employee's gross income under section 125, section 402(a)(8),
section 402(h) or section 403(b) of the Code, (ii) immediate
participation, and (iii) full and immediate vesting; and (b) Leased
Employees do not constitute more than 20 percent (20%) of the
recipient's nonhighly compensated workforce.
"Matching Contributions" shall mean Company Matching
Contributions within the meaning of Code Section 401(m).
"Matching Contribution Account" shall mean, with respect to a
Participant or Former Participant, that portion of the trust fund that
is attributable to (a) Company Matching Contributions, and (b) CEOP
Transferred Account Balances, to the extent attributable to matching
contributions made on behalf of the Participant.
"Olin" shall mean Olin Corporation, a Virginia corporation, and
its subsidiaries.
"Olin Plan" shall mean the Olin Corporation Contributing Employee
Ownership Plan.
"Participant" shall mean any Eligible Employee who has become a
Participant pursuant to Article II.
"Participating Employer" shall mean the Company and any
subsidiary or Affiliated Company which by action of the Board of
Directors has been designated a Participating Employer
<PAGE>
herein and by action of the board of directors of the Subsidiary or
Affiliated Company has adopted this Plan.
As a condition of participation in the Plan, a Subsidiary or
Affiliated Company shall be deemed to have authorized the Board of
Directors and the Committee to act for it in all matters arising under
or with respect to the Plan including the right of the Board of
Directors to amend the Plan for all Participating Employers and shall
comply with such other terms and conditions as may be imposed by the
Board of Directors.
"Period of Continuous Service" shall mean the sum of (a) and (b):
(a) prior to the Effective Date, the Participant's
"period of service" as determined for vesting purposes under
the Olin Plan, if any; and
(b) from the Effective Date, the aggregate period or periods
beginning on the Effective Date, or the date on which the
Participant is first credited with an Hour of Service (or his
reemployment commencement date), if later, and ending on his next
following Severance from Service Date.
In addition, (i) if an individual incurs a Severance from Service
Date as the result of a voluntary termination, discharge or retirement
and he returns to service within 12 months of his Severance from
Service Date, or (ii) if during an absence from service for any reason
other than a voluntary termination, discharge or retirement, he incurs
a Severance from Service Date as the result of a voluntary
termination, discharge or retirement and he returns to service within
12
<PAGE>
months of the date on which he was first absent from service, the
period during which he is absent from service shall be included in his
Period of Continuous Service.
If an individual incurs a one-year Period of Severance, his
Period of Continuous Service shall not include his service prior to
such one-year Period of Severance if (a) the individual was not vested
in any portion of his Company Contribution Account and the Period of
Severance equalled or exceeded the greater of five years or his prior
Period of Continuous Service or (b) the individual does not complete a
one-year Period of Continuous Service after his reemployment
commencement date. Under such rules and conditions which shall be
uniform in their nature and application to all Participants similarly
situated, a Period of Continuous Service may be credited by the
Committee during a period of absence from service. Service with an
Acquired Company shall be counted as part of a Participant's Period of
Continuous Service if the Board of Directors so determines.
In the event an individual who was a Leased Employee within the
meaning of Section 414(n)(2) of the Code becomes an Eligible Employee
and an Affiliated Company was the recipient of such individual's
services as a Leased Employee, his prior employment as a Leased
Employee shall be credited as part of his Period of Continuous
Service.
"Period of Severance" shall mean the period of time commencing on
an individual's Severance from Service Date and ending on the date on
which he again performs an Hour of Service.
<PAGE>
"Plan" shall mean the Primex Technologies, Inc. Retirement
Investment Management Experience Plan, including this plan document
and any other agreement or Trust Agreement forming a part hereof,
together with any and all amendments or supplements thereto.
"Plan Year" shall mean the 12-month period from January 1 through
December 31.
"Primex Common Stock Fund" or "Company Common Stock Fund" shall
mean the fund holding Common Stock of Primex Technologies, Inc.
"Regulations" shall mean the regulations and other interpretive
procedures and bulletins issued pursuant to ERISA.
"Related Employer" shall mean, with respect to each Participating
Employer, a corporation or other business organization during the
period it is
(a) a member with the Participating Employer of a controlled
group of corporations (determined pursuant to Code Section
414(b)),
(b) a member with the Participating Employer of a group of
trades or businesses under common control (determined pursuant to
Code Section 414(c)),
(c) a member with the Participating Employer of an
affiliated service group (determined pursuant to Code Section
414(m)),
(d) any other entity required to be aggregated with the
Participating Employer pursuant to regulations issued under Code
Section 414(o).
"Required Beginning Date" shall mean April 1 of the calendar year
following the later of the calendar year in which (i) the Participant
reaches age 70 1/2 or (ii) retires; provided, however,
<PAGE>
that with respect to any Five Percent Shareholder, the "Required
Beginning Date" shall be determined without regard to clause (ii)
above.
"Rollover Contributions" shall mean contributions made by a
Participant pursuant to Section 3.06.
"Severance from Service Date" shall mean the earlier of (a) the
date the employee quits, is discharged, retires, or dies and (b) the
first anniversary of the first date of a period in which an employee
remains absent from service for any other reason. Notwithstanding the
foregoing, if the employee has been granted a leave of absence or
layoff and the date of termination of such leave or layoff occurs
after the first anniversary of his absence from service under clause
(b) above, such termination date will be the Severance from Service
Date.
In the event an employee is absent from service beyond the first
anniversary of the first date of absence occurring as a result of the
pregnancy of the employee, the birth of a child of the employee, the
placement of a child with the employee by reason of adoption or for
purposes of caring for a child of the employee immediately following
the child's birth or adoption, a Severance from Service Date shall not
occur until the second anniversary of the separation from service. The
period between the first and second anniversary of the first date of
such absence from service shall not count either as a Period of
Continuous Service or a Period of Severance.
"Spouse" shall mean the individual to whom a Participant is
validly married, as evidenced by a marriage certificate issued in
accordance with state law. Common law marriages shall not
<PAGE>
be recognized under the Plan, and no individual shall be or become
entitled to benefits under this Plan solely on account of a common law
marriage.
"Tax Deferred Contribution Account" shall mean, with respect to
any Participant or Former Participant, that portion of the trust fund
that is attributable to (a) the Tax Deferred Contributions made on his
behalf, and (b) CEOP Transferred Account Balances to the extent they
are attributable to pre-tax contributions made on behalf of the
Participant.
"Tax Deferred Contributions" shall mean contributions made to the
Plan on behalf of a Participant pursuant to Section 3.01.
"Taxed Contribution Account" shall mean, with respect to any
Participant or Former Participant, that portion of the trust fund that
is attributable to (a) his Taxed Contributions, or (b) CEOP
Transferred Account Balances to the extent they are attributable to
after-tax contributions made by the Participant.
"Taxed Contributions" shall mean contributions made to the Plan
by a Participant pursuant to Section 3.03.
"Total and Permanent Disability" shall mean a disability arising
from bodily injury or disease other than injury or disease which (a)
was incurred, suffered or occurred while the employee was engaged in,
or resulted from his having engaged in, a criminal enterprise, (b) was
intentionally self-inflicted, or (c) arose out of service in the armed
forces of any country, by reason of which the employee is totally
incapacitated, mentally or physically, from the further performance of
duty, which incapacity is likely to be permanent. A Participant who
has been
<PAGE>
placed on a total and permanent disability allowance under any
retirement plan of a Participating Employer or under a plan providing
for long-term disability benefits maintained by a Participating
Employer shall be deemed to have incurred a Total and Permanent
Disability under the Plan.
"Trust Agreement" shall mean the agreement or agreements between
the Company and the Trustee, as amended from time to time, pursuant to
which the Plan is funded.
"Trustee" shall mean the trustee or trustees acting as such under
the Trust Agreement or Trust Agreements in effect from time to time.
"Valuation Date" shall mean with respect to all assets held under
the Plan, the date of the applicable transaction or, if such date is
not a business day, the next succeeding business day. In effecting a
transaction, the Trustee shall give due regard to the trading volume
of Primex Common Stock and may hold, or regulate, the timing of such
transaction so as to minimize the effect on market price fluctuations
of Primex Common Stock.
"Year of Participation" shall mean any 12-month Period of
Continuous Service, excluding in the case of a Participant who is not
eligible to share in Company Retirement Contributions, a period during
which an Eligible Employee had the opportunity to participate in the
Tax Deferred and/or Taxed Contribution feature of the Plan but did not
do so.
<PAGE>
ARTICLE II
Participation
2.01. General Rule.
(a) For Participation in the Tax Deferred and/or Taxed and
Matching Contribution Features of Plan. Any Eligible Employee may
become a Participant in the Tax Deferred and/or Taxed and Matching
Contribution features of the Plan upon becoming employed by the
Company and authorizing payroll contributions to commence as soon
thereafter as administratively feasible. As of January 1, 1997,
Employees covered by a collective bargaining agreement with the United
Steelworkers of America, Local #15009A at the Marion, Illinois
facility and Local #8018 at the St. Marks, Florida facility are
eligible to participate in the 401(k) feature of the Plan and to
receive related Matching Contributions but are not eligible to share
in Company Retirement Contributions as provided in (b) below.
(b) For Participation in the Company Age-Weighted and Other
Discretionary Retirement Contribution Features of the Plan. Any
Eligible Employee, who is a salaried or hourly nonbargaining employee,
employed by the Company upon its spin-off from Olin Corporation, shall
immediately participate in the Company Age-Weighted and other
Discretionary Company Contribution features of the Plan. Thereafter,
any other Eligible Employee who is a salaried or hourly nonbargaining
employee shall commence participation in these features of the Plan as
of his date of hire, re-hire or reinstatement in
<PAGE>
an eligible class of Employees. A Bargaining Unit Employee whose
employment is covered by a collective bargaining agreement in which
retirement benefits were the subject of negotiation shall not be
eligible to participate hereunder unless the collective bargaining
agreement expressly provides for such participation.
2.02. Transfer In or Out of Eligible Class of Employees; Rehired
Employees. In the event a Participant becomes ineligible to be a
Participant in the Plan because he is no longer an Eligible Employee,
such Employee shall resume his status as an active Participant under
the Plan immediately upon his return to being an Eligible Employee. In
the event an employee who is not an Eligible Employee becomes an
Eligible Employee, he may commence participation in the Plan
immediately upon becoming an Eligible Employee. If a rehired employee
is an Eligible Employee at the time of his rehire, he shall become a
Participant or resume his status as a Participant under the Plan
immediately upon his rehire.
ARTICLE III
Contributions
3.01. Tax Deferred Contributions.
(a) Subject to the provisions of this Section 3.01 and
Section 3.02, each Participant may elect to have his Compensation
reduced by from 1% to 15% (in whole integers) during the period
in which such Compensation is paid and have that amount
contributed to the trust fund by his Participating Employer on
his behalf. At any time, the
<PAGE>
Committee may reduce the rate of future Tax Deferred
Contributions to be made on behalf of Highly Compensated
Employees in order to satisfy the test described in Section 3.02.
If the Compensation of a Participant is changed, the dollar
amount of his Tax Deferred Contributions will automatically be
changed so that the percentage elected is not changed.
(b) In no event shall the Tax Deferred Contributions when
added to any elective deferral contributions (within the meaning
of Code Section 402(g)(3)) made on behalf of any Participant
under any plan maintained by an Affiliated Company (or any
formerly Affiliated Company, including Olin Corporation) for any
calendar year exceed the maximum dollar amount as determined by
the Commissioner of Internal Revenue pursuant to Code Section
402(g) for such calendar year. In the event the foregoing dollar
limitation is exceeded for any calendar year, the excess Tax
Deferred Contributions, plus the pro rata share of income and
losses thereon, determined as of the distribution date in
accordance with regulations issued by the Secretary of the
Treasury, shall be distributed to the Participant on whose behalf
such contribution was made by April 15 of the following calendar
year.
(c) A Participant eligible to have Tax Deferred
Contributions made on his behalf may completely suspend the Tax
Deferred Contributions made on his behalf at any time or may
change the percentage reduction in his Compensation, provided,
however, that such suspension or change shall take effect as soon
as administratively feasible following receipt of such direction
by the Plan Administrator.
<PAGE>
(d) Tax Deferred Contributions for any month will be paid by
the Participant's Participating Employer to the trust fund as
soon as such amount can reasonably be segregated, but in no event
later than 15 business days following the close of the month in
which such amounts are withheld by the Company.
3.02. Limitation on Tax Deferred Contributions.
(a) If the Tax Deferred Contributions (plus any elective
deferrals within the meaning of Code ss.402(g)(3)) made on behalf
of the Highly Compensated Employees for any Plan Year are in
excess of the amount permitted under the following provisions for
such Highly Compensated Employees, such excess contributions,
plus the pro rata share of income and losses thereon determined
as of the distribution date in accordance with regulations issued
by the Secretary of the Treasury, shall be distributed to such
Highly Compensated Employees by the end of the following Plan
Year and, if possible, before the close of the first two and
one-half months of the following Plan Year. Alternatively, with
respect to such Plan Year, the Company may, in its discretion,
make qualified non-elective and qualified matching
contributions, as defined in Treas. Reg. ss.1.401(k)-1(g)(13),
subject to the requirements for full vesting and the Code
ss.401(k) withdrawal restrictions, as may be necessary for the
following provisions of this section to be satisfied. Any
qualified non-elective and qualified matching contributions
treated as Tax Deferred Contributions for purposes of satisfying
the provisions of this section shall not be
<PAGE>
taken into account for purposes of satisfying the average
contribution percentage test of Code ss.401(m) as provided in
Section 3.05 hereof.
(b) All or a portion of the Tax Deferred Contributions for
Highly Compensated Employees shall be deemed to be excessive for
any Plan Year if the Actual Deferral Percentage for such Highly
Compensated Employees exceeds the greater of (i) or (ii) below:
(i) the product of the Actual Deferral Percentage for
the preceding Plan Year of all Eligible Employees (other
than Highly Compensated Employees) who are eligible to have
Tax Deferred Contributions made on their behalf multiplied
by 1.25, or
(ii) the product of the Actual Deferral Percentage for
the preceding Plan Year for all Eligible Employees (other
than Highly Compensated Employees) who are eligible to have
Tax Deferred Contributions made on their behalf multiplied
by 2.0; provided, however, that the product described in
this clause (ii) shall be limited to the sum of the Actual
Deferral Percentage for all Eligible Employees (other than
Highly Compensated Employees) plus two percentage points.
At the election of the Company, the Actual Deferral
Percentage test may be applied with respect to Nonhighly
Compensated Employees by using the Actual Deferral
Percentage for the then current Plan Year instead of the
preceding Plan Year, provided that such election, once made,
cannot be revoked except as
<PAGE>
provided by the Secretary of the Treasury. In the initial
year of the Plan, the Actual Deferral Percentage of
Non-Highly Compensated Employees shall be three percent (3%)
or, if elected by the Company, shall be the Actual Deferral
Percentage of Non-Highly Compensated Employees with respect
to the Plan Year being tested.
(c) In the event any portion of a Participant's Tax Deferred
Contributions are distributed pursuant to Section 3.01(b) as a
result of the dollar limit applicable to Tax Deferred
Contributions pursuant to Code Section 402(g), (i) any excess
contributions required to be distributed pursuant to Section
3.02(b) shall be reduced by the amount of such excess deferrals
and (ii) such Participant's Actual Deferral Percentage shall be
determined before such excess deferral is distributed; provided,
however, that excess deferrals made on behalf of a Participant
who is not a Highly Compensated Employee under a plan or plans
maintained by the same employer shall be excluded in determining
such employee's Actual Deferral Percentage.
(d) Notwithstanding the foregoing, the Committee may, in its
discretion, permit a Participant with excess contributions that
would otherwise be distributed pursuant to Section 3.02(a),
above, to elect to have all or part of such excess contribution
recharacterized as a Taxed Contribution, provided, however, that
(i) such recharacterization shall occur within 2 1/2 months after
the close of the Plan Year to which the excess contribution
relates; (ii) the recharacterized amounts shall be reported by
the
<PAGE>
Company as includible in the Participant's taxable income as of
the earliest date any Tax Deferred Contribution made on behalf of
the Participant during the Plan Year would have been received by
the Participant but for the Participant's election to defer;
(iii) the recharacterized amount shall continue to be treated as
a employer contribution for purposes of the deduction rules of
Code ss.404, the annual additions limits of Code ss.415 and
certain other purposes stated in Treas. Reg.
ss.1.401(k)-1(f)(3)(ii); (iv) the recharacterized amounts shall
continue to be subject to the distribution and nonforfeitability
rules applicable to Tax Deferred Contributions; (v) the
recharacterized amounts shall be taken into account for purposes
of the average contribution percentage test of Code ss.401(m), as
provided in Section 3.05 of the Plan; and (vi) the election to
recharacterize shall be subject to such uniform, generally
applicable administrative procedures as determined by the
Committee.
(e) The amount of Tax Deferred Contributions to be
distributed pursuant to paragraph (a) above shall be determined
by reducing the maximum amount of Tax Deferred Contributions
contributed on behalf of Highly Compensated Employees to the
percentage that would cause the test described in Section 3.02(b)
to be satisfied if each Highly Compensated Employee who
designated a percentage greater than such adjusted maximum
percentage had instead designated such percentage. The Actual
Deferral Percentage for each Highly Compensated Employee shall be
the lesser of the percentage
<PAGE>
otherwise applicable or the adjusted maximum percentage
determined under this subparagraph.
In the event a Participant's Tax Deferred Contributions are
distributed to the Participant as a result of being in excess of the
dollar limitation applicable to such contributions or pursuant to this
Section 3.02, the related Company Matching Contribution plus the pro
rata share of income and losses thereon, determined in accordance with
regulations issued by the Secretary of the Treasury, shall be
forfeited by the Participant to the extent that such amount is not
vested.
The Actual Deferral Percentage for any Highly Compensated
Employee for any Plan Year who is eligible to have pre-tax
contributions allocated to his account under one or more plans
described in Code Section 401(k) maintained by an Affiliated Company
in addition to this Plan shall be determined as if all such
contributions were made to this Plan. In the event this Plan must be
combined with one or more plans (other than any employee stock
ownership plan described in Code Section 4975(e)(7)) in order to
satisfy the requirements of Sections 401(a)(4) or 410(b) of the Code
(other than the average benefits test described in Code Section
401(b)(2)(A)(ii)), then all cash or deferred arrangements that are
included in such plans shall be treated as a single arrangement for
purposes of this Section 3.02.
3.03. Taxed Contributions.
(a) Subject to the provisions of Section 3.05, a Participant
may elect to contribute Taxed Contributions to the trust fund by
authorizing payroll deductions of from 1% to 18% (in whole
integers) of his Compensation, provided, however, that a
Participant's
<PAGE>
Taxed Contributions may not exceed the difference between (i) 18%
of his Compensation and (ii) the percentage of his Compensation
contributed as a Tax Deferred Contribution. At any time, the
Committee may reduce the rate of future Taxed Contributions to be
made by Highly Compensated Employees in order to satisfy the test
described in Section 3.05. If the Compensation of a Participant
is changed, the dollar amount of his Taxed Contributions will
automatically be changed so that the percentage elected is not
changed.
(b) A Participant may suspend Taxed Contributions to
the Plan or may change the percentage of his Taxed
Contributions; provided, however, such suspension or change
shall take effect as soon as administratively feasible
following receipt of such direction by the Plan
Administrator.
(c) Taxed Contributions for any month will be paid by the
Participant's Participating Employer to the trust fund as soon as
such amount can reasonably be segregated, but in no event later
than 15 business days following the close of the month in which
such amounts are received or withheld by the Company.
3.04. Matching Contributions and Discretionary Contributions.
(a) The Participating Employers shall contribute at least
annually an amount in cash or Company Common Stock sufficient to
make the matching contributions provided for in Section 4.02 for
all Participants so eligible.
(b) The Participating Employers shall, in their discretion,
make additional contributions to the Plan with respect to each
Plan Year to be allocated to all
<PAGE>
nonbargaining Participants. Company Retirement Contributions
shall be allocated in accordance with the age-weighted formula
set forth in Section 4.03. Any additional Discretionary Company
Contributions shall be allocated in accordance with Section 4.04.
The Company may also make certain qualified contributions (to
enable the Plan to satisfy the Average Deferral Percentage Test
and the Actual Contribution Percentage Test) described in
Sections 3.02 and 3.05 hereof, respectively, or to satisfy the
Top-Heavy Minimum Contribution required by Appendix A-1.
3.05. Limitation on Taxed Contributions and Matching
Contributions.
(a) If the aggregate of Taxed Contributions and Company
Matching Contributions allocated to the Highly Compensated
Employees for any Plan Year are in excess of the amount permitted
under the following provisions for such Highly Compensated
Employees, such excess amounts plus the pro rata share of income
and losses thereon, determined as of the distribution date in
accordance with regulations issued by the Secretary of the
Treasury, shall be forfeited to the extent not vested and to the
extent vested shall be distributed by the end of the following
Plan Year and, if possible, before the close of the first two and
one-half months of the following Plan Year. Alternatively, with
respect to such Plan Year, the Company may, in its discretion,
make qualified non-elective contributions, as defined in Treas.
Reg. ss.1.401(m)-1(f)(15), subject to the requirements for full
vesting and the Code ss.401(k) withdrawal restrictions, as may be
necessary for the following provisions of this section to be
satisfied. Any qualified non-
<PAGE>
elective contributions treated as Taxed Contributions for
purposes of satisfying the provisions of this section shall not
be taken into account for purposes of satisfying the average
deferral percentage test of Code ss.401(k) as provided in Section
3.02 hereof.
(b) All or a portion of the aggregate of Taxed Contributions
and Company Matching Contributions allocated to Highly
Compensated Employees shall be deemed to be excessive for any
Plan Year if the Actual Contribution Percentage for such Highly
Compensated Employees exceeds the greater of (i) or (ii) below:
(i) the product of the Actual Contribution Percentage
for the preceding Plan Year of all Eligible Employees other
than Highly Compensated Employees multiplied by 1.25, or
(ii) the product of the Actual Contribution Percentage
for the preceding Plan Year of all Eligible Employees other
than Highly Compensated Employees multiplied by 2.0;
provided, however, that the product described in this clause
(ii) shall be limited to the sum of the Actual Contribution
Percentage for all Eligible Employees other than Highly
Compensated Employees plus two percentage points.
In the event the test described in Section 3.02(b) is satisfied
using the "2.0/two point" test described in Section 3.02(b)(ii),
the Actual Contribution Percentage described in this Section
3.05(b) for Highly Compensated Employees shall be reduced to the
extent necessary to satisfy the aggregate limit described in the
following sentence. The aggregate limit shall equal whichever of
(A) or (B) is greater:
<PAGE>
(A) the sum of (i) 1.25 multiplied by the greater of
the Actual Contribution Percentage or the Actual Deferral
Percentage for the preceding Plan Year for all Eligible
Employees other than Highly Compensated Employees plus (ii)
the lesser of the Actual Contribution Percentage or the
Actual Deferral Percentage for the preceding Plan Year for
all Eligible Employees other than Highly Compensated
Employees plus two percentage points; provided, however,
that the amount determined under this clause (ii) may not
exceed the product of 2.0 multiplied by the lesser of the
Actual Contribution Percentage or the Actual Deferral
Percentage for the preceding Plan Year for all Eligible
Employees other than Highly Compensated Employees; or
(B) the sum of (i) 1.25 multiplied by the lesser of the
Actual Contribution Percentage or the Actual Deferral
Percentage for the preceding Plan Year for all Eligible
Employees other than Highly Compensated Employees plus (ii)
the greater of the Actual Contribution Percentage or the
Actual Deferral Percentage for the preceding Plan Year for
all Eligible Employees other than Highly Compensated
Employees plus two percentage points; provided, however,
that the amount determined under this clause (ii) may not
exceed the product of 2.0 multiplied by the greater of the
Actual Contribution Percentage or the Actual Deferral
Percentage for the preceding Plan Year for all Eligible
Employees other than Highly Compensated Employees.
<PAGE>
At the election of the Company, the Actual Contribution
Percentage test may be applied with respect to Nonhighly
Compensated Employees by using the Actual Contribution
Percentage for the then current Plan Year instead of the
preceding Plan Year, provided that such election, once made,
cannot be revoked except as provided by the Secretary of the
Treasury. In the initial year of the Plan, the Actual
Contribution Percentage of Nonhighly Compensated Employees
shall be three percent (3%) or, if elected by the Company,
shall be the Actual Contribution Percentage of Non-Highly
Compensated Employees with respect to the Plan Year being
tested.
(c) An Eligible Employee's Actual Contribution Percentage
shall be determined after a Participant's excess Tax Deferred
Contributions are distributed to the Participant and the related
Company Matching Contributions are forfeited by the Participant.
The amount to be distributed or forfeited under this Section
3.05(a) shall be determined by reducing the maximum amount of the
aggregate of Taxed Contributions and Company Matching
Contributions for Highly Compensated Employees to the percentage
that would cause the test described in Section 3.05(b) to be
satisfied if each Highly Compensated Employee's Actual
Contribution Percentage was reduced to such percentage. The
Actual Contribution Percentage for each Highly Compensated
Employee shall be the lesser of the percentage otherwise
applicable or the adjusted maximum percentage determined under
<PAGE>
this subparagraph. To the extent possible, a Highly Compensated
Employee's Actual Contribution Percentage shall be reduced by
distributing Taxed Contributions.
The Actual Contribution Percentage for any Highly Compensated
Employee for any Plan Year who is eligible to have matching or
employee contributions allocated to his account under one or more
plans maintained by an Affiliated Company (other than an employee
stock ownership plan described in Code Section 4975(e)(7)) in addition
to this Plan shall be determined as if all such contributions were
made to this Plan. In the event this Plan must be combined with one or
more plans (other than an employee stock ownership plan described in
Code Section 4975(e)(7)) in order to satisfy the requirements of
Section 401(a)(4) or 410(b) of the Code (other than the average
benefits test described in Code Section 410(b)(2)(A)(ii)), all
matching and employee contributions under such employee stock
ownership plans shall be treated as made under a single arrangement
for purposes of this Section 3.05.
3.06. Rollover Contributions. An Eligible Employee may make a
Rollover Contribution to the Plan in an amount equal to all or part of
a previous distribution from a plan that, at the time of the
distribution, met the requirements of section 401(a) of the Code. The
Rollover Contribution must:
(a) Be made in cash within 60 days after its receipt by the
Eligible Employee either from a qualified plan or an individual
retirement account that meets the requirements of section 408 of
the Code; or
<PAGE>
(b) Be transferred to this Plan in a direct rollover as
described in section 401(a)(31) of the Code.
A Rollover Contribution shall be permitted only if the Eligible
Employee establishes to the Company's satisfaction that (i) the
Rollover Contribution does not include any employee after tax
contributions and includes no assets other than those attributable to
employer contributions, earnings on employer contributions and
earnings on employee contributions under plans qualified under section
401(a) of the Code; and (ii) the Rollover Contribution otherwise is an
eligible rollover distribution as defined in section 402(c)(4) of the
Code. The Rollover Contribution shall be credited to the Eligible
Employee's separate Rollover Contribution Account and shall be
invested as provided in Section 5.03. The Eligible Employee's Rollover
Contribution Account shall be 100% vested and nonforfeitable at all
times.
3.07. Prior Plan Transfers. Subject to the approval of the Board
of Directors, amounts may be transferred, at such times as the
Committee may determine, directly to the Plan from the Olin Plan or
another plan qualified under Section 401(a) of the Code, provided that
such plan is not either a defined benefit plan described in Section
414(j) of the Code or a defined contribution plan described in Section
414(i) of the Code that is subject to the minimum funding standards
contained in Section 412 of the Code. Such amounts shall be credited
to a Participant's Company Contribution Account to the extent they are
attributable to employer contributions made on the Participant's
behalf, to his Tax Deferred Contribution Account to the extent that
they are attributable to pre-tax contributions made under a plan that
satisfies the requirements of
<PAGE>
Section 401(k) of the Code and to his Taxed Contribution Account to
the extent that they are attributable to after-tax contributions made
by the Participant.
All balances transferred from the Olin Plan to this Plan shall be
fully vested. Such balances shall be invested, at the election of the
Participant, in the Funds described in Article V, provided, however,
that (i) dividends on Olin Common Stock Fund balances shall be
invested solely in the Primex Common Stock Fund, (ii) dividends on the
Primex Common Stock transferred directly to this Plan shall be
reinvested in Primex Common Stock, and (iii) Olin Common Stock Fund
balances attributable to prior contribution by Olin may be transferred
and reinvested only in the Primex Common Stock Fund Account. All
amounts so transferred shall be held and distributed in accordance
with the terms of this Plan and may not be freely withdrawn as a
Rollover Contribution.
3.08. Annual Additions Limitations.
(a) Notwithstanding any other provision of this Plan, the
sum of the annual additions (as hereinafter defined) to a
Participant's Account for a Plan Year (which shall be the
limitation year) shall not exceed the lesser of (i) $30,000 (or,
if greater, 25% of the defined benefit dollar limitation in
effect under Section 415(b)(1)(A) of the Code for the calendar
year in which the Plan Year ends), or (ii) 25% of the
Participant's compensation (as defined in Code Section 415(c)(3))
for such Plan Year from all Affiliated Companies.
(b) Annual additions to a Participant's Account for a Plan
Year shall be the sum of:
<PAGE>
(i) such Participant's Tax Deferred Contributions and
Taxed Contributions for such Plan Year;
(ii) any Company Matching Contributions, Company
Retirement Contributions or other discretionary
contributions allocated to the Participant's Company
Contribution Account for such Plan Year; and
(iii) the value of any forfeiture that is credited to
the Participant's Account pursuant to Section 12.02(b).
(c) In the event that it is determined that the annual
additions to a Participant's Account for any Plan Year would be
in excess of the limitations contained herein, such annual
additions shall be reduced to the extent necessary to bring such
annual additions within the limitations contained in this Section
3.08. The Participant's allocable share of contributions for such
Plan Year shall be reduced and reallocated to the other
Participants in the Plan, in the proportion that the Compensation
of each other Participant bears to the total Compensation for all
such other Participants for such Plan Year, subject, however, to
the limitations contained in this Section 3.08.
In the event that any Participant of the Plan is also a
participant in any defined benefit plan maintained by an Affiliated
Company, it is intended that the benefits under such defined benefit
plan shall be reduced prior to the application of the limitations
contained in Section 3.08(a) to the annual additions to such
Participant's Account under this Plan to the extent necessary to
satisfy the requirements of Section 415(e) of the Code.
<PAGE>
3.09. Limit on Deductibility of Contributions. The sum of the
contributions made pursuant to Sections 3.01, 3.03, and 3.04 of the
Plan shall not exceed the amount deductible for federal income tax
purposes, that amount currently being fifteen percent (15%) of the
total Compensation of Participants with respect to the fiscal year of
the Company for which such Contributions are made.
ARTICLE IV
Allocations to Participants' Accounts
4.01. Tax Deferred Contributions and Taxed Contributions. Tax
Deferred Contributions (plus any other elective deferrals within the
meaning of Code ss.402(g)(3)) and Taxed Contributions made on behalf
of or by a Participant shall be allocated to his Tax Deferred
Contribution Account or Taxed Contribution Account, as appropriate, as
soon as practicable after such contributions are transferred to the
trust fund established under the Plan.
4.02. Company Matching Contributions. For each Plan Year, each
Participating Employer shall contribute to the Plan on behalf of each
Participant in its employ a Company Matching Contribution in cash or
Common Stock equal to $.50 for each $1.00 contributed on behalf of or
by a Participant as a Tax Deferred Contribution or Taxed Contribution
for each month within such Plan Year; provided, however, that the
total amount of contributions used to determine the amount of the
Company Matching Contribution for any Participant may not exceed 6% of
his Compensation within such month. Notwithstanding the preceding
sentence, the Board
<PAGE>
of Directors on behalf of all Participating Employers or any specific
Participating Employer or the board of directors of any Participating
Employer on behalf of such Participating Employer may elect prior to
the beginning of any Plan Year to provide a different rate of Company
Matching Contribution or no Company Matching Contributions for all or
any group of Participants in its employ for such Plan Year and/or may
elect to increase or decrease such rate of Company Matching
Contribution effective as of the first day of the calendar quarter
following approval by such board of directors of such increase or
decrease. In no event will any Tax Deferred Contributions or Taxed
Contributions be matched at greater than a 100% rate. In the event
that a Participant's matched Tax Deferred Contributions or Taxed
Contributions are distributed or returned to the Participant pursuant
to Sections 3.01, 3.02 or 3.05, the related Company Matching
Contributions (and earnings thereon) shall be forfeited by the
Participant.
4.03. Age-Weighted Profit Sharing Allocations. The Company's
Retirement Contributions made under Section 3.04(b) shall be allocated
to eligible nonbargaining Participants based upon the age bracket in
which the Participant's attained age on their last birthday falls as
of
<PAGE>
the first day of the Plan Year with respect to which the
contribution is being made in accordance with the following formula:
Participant's Company Retirement Plus Percentage of
Age as of Contribution As A Participant's Compensation
January 1 of Percentage of Participant's Over Social Security
Each Year Compensation Wage Base (SSWB)
Younger than 30 1.0% 1.0%
30-34 1.4% 1.4%
35-39 1.8% 1.8%
40-44 2.4% 2.4%
45-49 3.7% 3.2%
50-54 4.7% 4.6%
55-59 6.2% 4.6%
60 and over 7.7% 4.6%
4.04. Additional Discretionary Profit Sharing Contributions. Any
additional discretionary profit sharing contribution that the Board
elects to make with respect to a Plan Year shall be allocated to
eligible nonbargaining Participants in the proportion that their
Compensation for such year bears to the aggregate Compensation of all
Participants with respect to such year.
4.05. Additional Contributions for Top-Heavy Minimum. In the
event that the Plan is top-heavy for a particular Plan Year as
determined in accordance with Appendix A-1, then Participating
Employers shall make supplemental contributions for each Participant
who is a Non-Key Employee to the extent necessary to increase the sum
of the allocations made under
<PAGE>
Sections 4.02 and 4.03 of the Plan to be equal to the minimum
allocation provided in Appendix A-1.
ARTICLE V
Investment of Contributions
5.01. Participant Direction of Accounts. The Committee is
authorized and directed to maintain a program, to be administered in a
uniform and non-discriminatory manner, whereby a Participant or, in
the event of a Participant's death, a Beneficiary may direct the
investment of the Participant's Account to the extent such Account is
attributable to amounts other than Company Matching Allocations (the
investment of which shall be governed by Section 5.02). By virtue of
such Participant-directed investments, the Plan is intended to
constitute a plan described in section 404(c) of ERISA and the final
regulations issued thereunder. As such, the fiduciaries of the Plan
may be relieved of liability for any losses which are the direct and
necessary result of investment instructions given by a Participant (or
Beneficiary). A Participant (or Beneficiary) shall not be deemed to be
a plan fiduciary, however, by reason of the exercise of control over
the investment of his Account.
In the absence of a Participant directed investment program, or,
if such program exists but the Committee has not received specific
investment directions by a Participant (or Beneficiary, as the case
may be), the Committee shall direct the Trustee to invest all such
Participant Accounts as the Committee may from time to time deem
appropriate. In the case
<PAGE>
of Company Retirement Contributions for which no Participant
investment direction has been received, the Committee has authorized
the Trustee to invest such amounts in the Balanced Fund. Participant
(or Beneficiary) investment direction over Accounts shall be subject
to such rules and regulations as to the timing and frequency of
investment changes, limitations, allocations of expenses and other
aspects of Plan administration as the Committee may from time to time
establish in writing.
The Company may change the types of investments offered, and may
add or delete any particular investment option by resolution of its
Board of Directors or of the Committee if so authorized by the Board.
In any investment fund, the Trustee may temporarily hold cash and make
short-term investments in obligations of the U.S. government,
commercial paper, an interim investment fund for tax-qualified
employee benefit plans, or other investments of a short-term nature.
The decision to invest in any particular investment option shall be
the sole responsibility of each Participant (or Beneficiary, as the
case may be). The Trustee, the Committee, any Participating Employer,
or any of its directors, officers or employees are not empowered to
advise a Participant (or Beneficiary) as to the manner in which his
Account shall be invested. The fact that a security is available to
Participants for investment under the Plan shall not be construed as a
recommendation for the purchase of that security, nor shall the
designation of any option impose any liability on any Participating
Employer, its directors, officers or employees, the Trustee or the
Committee.
<PAGE>
5.02. Investments in Company Stock. Notwithstanding Section 5.01,
above, the Committee shall maintain as an investment option a Common
Stock Fund (i.e., a Fund invested primarily in shares of Common Stock)
known as the Primex Common Stock Fund. All Company Matching
Contributions shall be invested in the Primex Common Stock Fund. All
Primex Common Stock received as a result of the spin-off of Primex
Technologies, Inc. from Olin Corporation which is transferred to this
Plan as part of the CEOP Transferred Account Balances shall be
invested in the Primex Common Stock Fund. All dividends,
distributions, gain or income attributable to Primex Technologies,
Inc. Common Stock shall be reinvested in the Primex Common Stock Fund.
That portion of the Olin Common Stock Fund Balances that are
attributable to prior contributions by Olin and that are transferred
as part of the CEOP Transferred Account Balances may, at the election
of the Participant, be retained in Olin Common Stock or may be
reinvested only in the Primex Common Stock Fund. All dividends issued
with respect to shares of Olin Common Stock that is part of the CEOP
Transferred Account Balances shall be reinvested in the Primex Common
Stock Fund.
Stock for the Primex Common Stock Fund shall be purchased by the
Trustee regularly on the open market, by the exercise of stock rights,
or by private purchase (including purchases by the Trustee from other
Participants, Former Participants, and, to the extent permitted by
applicable law, the Olin Plan); provided, however, that, at the option
and
<PAGE>
direction of the Company, treasury stock or newly issued shares of
Common Stock previously authorized and unissued may be contributed to
the Trustee.
5.03. Participant-Directed Investment of Tax-Deferred, Taxed,
Rollover and Company Retirement Contribution Account. Except as
otherwise expressly provided in Section 5.02 of this Plan, a
Participant may invest, or reinvest, all or any portion of his Tax-
Deferred Contribution Account, Taxed Contribution Account, Rollover
Contribution Account and Company Retirement Contribution Account,
including the portion of such balance attributable both to the
Company's Age-Weighted and other Discretionary Contributions, in one
or more of the funds to which contributions are permitted (including
the Company Common Stock Fund) in whole percentages selected by the
Participant. Company Matching Contribution Accounts and Primex Common
Stock held in CEOP Transferred Account Balances (and dividends
thereon) shall remain invested in Primex Common Stock.
5.04. Special Distribution Account. In the case of a distribution
of stock and/or securities of a controlled corporation of the Company
received on, or with respect to, the Common Stock as part of a
spin-off, split-off, split-up or other similar reorganization
resulting in a corporate separation, the Trustee will retain such
stock and cause to be credited to a "Special Stock Account"
established for each Participant to record his proportionate number of
shares of such stock as determined by the Trustee on the basis of the
number of shares of Common Stock in such Participant's account in the
Common Stock Fund on the record date of the distribution, or, if a
Participant so elects in writing after the effective date
<PAGE>
of such distribution, the Trustee shall sell such stock on his behalf
and reinvest the proceeds thereof in Common Stock for his Common Stock
Fund account. In any event, however, the Trustee shall sell all other
securities received as part of such distribution, and reinvest the
proceeds thereof in Common Stock for the Participants' Common Stock
Fund accounts.
In the event any securities of a previously controlled
corporation of the Company credited to a Participant's Special Stock
Account shall thereafter, pursuant to a merger, consolidation or other
reorganization involving the previously controlled corporation, be
changed into, or become exchangeable for, securities of another
corporation and/or cash, the Trustee will retain the securities of
such other corporation and cause the same to be credited to such
Special Stock Account. If shareholders of the previously controlled
corporation shall be offered an election by such other corporation as
to the securities and/or cash they may receive in such merger,
consolidation or other reorganization, the Trustee will provide a
similar election to each Participant, provided that if a Participant
fails to exercise any such election afforded by the Trustee within the
period of time required by the Trustee, then such election may be made
by the Trustee on such basis as it deems appropriate. In the event
securities in a Special Stock Account shall be the subject of a tender
offer for cash and/or an exchange offer for securities of another
corporation, the Trustee may accept such tender or exchange offer with
respect to a Participant only if the Trustee has been authorized to do
so by such Participant within the period of time required by the
Trustee. The Trustee will retain any securities of such other
corporation received in an exchange offer and cause the
<PAGE>
same to be credited to such Special Stock Account. In the event that
the securities of such other corporation shall carry the right of
conversion into other securities, such right may be exercised only at
the election of the Participant and shall not be a responsibility of
the Trustee. Upon any such conversion, such other securities shall be
credited to the Participant's Special Stock Account.
All cash received by the Trustee in such merger, consolidation or
other reorganization, or in such tender offer, or as a result of any
securities received as part of such merger, consolidation or other
reorganization and all dividends and other distributions on securities
held in a Special Stock Account, shall, except as stated above, be
invested in the Common Stock Fund.
ARTICLE VI
Vesting
6.01. Vesting of Tax Deferred Contribution and Taxed Contribution
Accounts. Each Participant's or Former Participant's Tax Deferred
Contribution Account, Taxed Contribution Account and Rollover
Contribution Account (including any earnings on such contributions)
shall be fully vested at all times.
6.02. Vesting of Company Contribution Accounts.
(a) Each Participant whose employment is transferred to the
Company in connection with the spin-off of the Company from Olin
Corporation shall at all times
<PAGE>
be fully vested in (i) his CEOP Transferred Account Balance
attributable to Olin Corporation, (ii) his Company Matching
Contribution Account, and (iii) his Company Retirement
Contribution Account under this Plan.
(b) The Company Matching and Company Retirement Contribution
Accounts of each Participant who is not a Bargaining Unit
Employee and is not described in (a), above, shall be vested in
accordance with the following schedule:
Years of Participation Vested Percentage
0-1 year 0%
2 or more years 100%
(c) Notwithstanding the foregoing vesting schedule, the
Company Matching and Company Retirement Contribution Accounts of
a Participant shall be fully vested and nonforfeitable upon a
Participant's death, attainment of age 65, retirement due to a
Total and Permanent Disability, or retirement after attaining his
Early Retirement Date.
6.03 Vesting of Amounts Rolled Over or Transferred from Other
Plans. Notwithstanding anything contained in the Plan to the contrary,
each Participant's or Former Participant's Rollover Contribution
Account or CEOP Transferred Account Balance shall be fully vested at
all times.
<PAGE>
6.04. Forfeitures. The unvested portion of a Former Participant's
Account shall be forfeited upon his Severance from Service Date and
shall be applied to reduce future contributions required of the
Company and other Participating Employers. In the event that a Former
Participant is reemployed by a Participating Employer prior to
incurring a five-year Period of Severance, the amount which was
forfeited shall be restored to his credit either out of forfeitures
arising during his year of reemployment or from additional Company
Contributions.
ARTICLE VII
Withdrawals Prior to Termination of Employment
7.01. Priority for Withdrawals. No withdrawals from a
Participant's Company Retirement Contribution Account may be made at
any time prior to a Participant's termination of service from the
Company and all Affiliated Employers, death, retirement, or retirement
from the Company and all Affiliated Employers due to a Total and
Permanent Disability. With respect to a Participant's other Accounts,
withdrawals by Participants or Former Participants (including those
who are on an authorized leave of absence or on layoff status) prior
to termination of employment may be made as provided in this Section
in the following order of priority from:
(a) First, the principal amount of his unmatched Taxed
Contributions made prior to 1987 under the Olin Plan;
<PAGE>
(b) Second, the principal amount of his matched Taxed
Contributions made prior to 1987 under the Olin Plan;
(c) Third, the principal amount of his unmatched Taxed
Contributions made after 1986 (whether under the Olin Plan or
this Plan) and earnings attributable to unmatched Taxed
Contributions (whether or not made after 1986);
(d) Fourth, the principal amount of his matched Taxed
Contributions made after 1986 (whether under this Plan or the
Olin Plan or this Plan) and earnings attributable to matched
Taxed Contributions (whether or not made after 1986);
(e) Fifth, the Participant's Rollover Contribution Account,
if any;
(f) Sixth, amounts in his Company Matching Contribution
Account, to the extent vested; provided, however, that no amount
in his Company Contribution Account may be withdrawn by a
Participant who has been a Participant for fewer than five years
(including years of participation in the Olin Plan) unless such
amounts are attributable to allocations made more than two years
before the date of the withdrawal;
(g) Seventh, in the case of a Participant who has attained
age 59-1/2, all or any portion of his Tax Deferred Contribution
Account; and
(h) Eighth, in the event of financial hardship as defined in
Section 7.03(b), all or any portion of his Tax Deferred
Contribution Account excluding any earnings
<PAGE>
credited on his Tax Deferred Contributions after December 31,
1988, (whether the Olin Plan or this Plan) subject to the
conditions described in Section 7.03(c).
No withdrawal may be made under any subsection above unless all
amounts that may be withdrawn under all preceding subsections have
been withdrawn. A withdrawal will be effective as of the Valuation
Date immediately following receipt by the Plan Administrator of the
Participant's request for withdrawal based on the Current Market
Value. The amount to be withdrawn shall be based on the Current Market
Value of the Funds determined as of the Valuation Date coinciding with
or immediately following the submission of the withdrawal request.
Such distribution shall be made in cash, provided that a Participant
may elect to be paid his Primex Common Stock Fund Account or Olin
Common Stock Fund Account in Primex or Olin Common Stock,
respectively.
Notwithstanding the foregoing, if the Plan receives written
notice of a contemplated divorce or qualified domestic relations order
or receives a domestic relations order, no withdrawals shall be
permitted from the Participant's account except as provided in Section
9.07.
In accordance with procedures established by the Committee and to
the extent required by law, a Participant who is eligible to receive a
withdrawal may elect to have such withdrawal paid directly into an
individual retirement account, individual retirement annuity or a
qualified trust, provided that in the case of a rollover to a
qualified trust, the terms of the related plan permit the acceptance
of such distribution.
<PAGE>
7.02. Penalties for General Withdrawals. With respect to
Participants who have not reached age 50, the following provisions
shall apply:
(a) A Participant may withdraw any amount up to the sum of
the principal amount of his unmatched Taxed Contributions and his
Rollover Contribution Account once during a Plan Year without the
penalty of suspension;
(b) If a Participant who has made a withdrawal pursuant to
paragraph (a) above during a Plan Year makes a second withdrawal
from his Account during such Plan Year, whether or not the
withdrawal is in excess of the amount that may be withdrawn
pursuant to (a) above (other than for hardship as described in
Section 7.03), he shall be suspended from having Tax Deferred
Contributions made on his behalf and from making Taxed
Contributions for a period of one year from the date of the
withdrawal.
(c) If a Participant makes a withdrawal of amounts in excess
of the sum of the principal amount of his unmatched Taxed
Contributions and Rollover Contribution Account at any time
(other than for hardship as described in Section 7.03), he shall
be suspended from having Tax Deferred Contributions made on his
behalf and from making Taxed Contributions for a period of one
year from the date of the withdrawal.
<PAGE>
7.03. Hardship Withdrawals.
(a) A withdrawal for hardship described in Section 7.01(g)
will only be granted if the withdrawal is for one of the reasons
specified in paragraph (b) below and the requirements described
in paragraph (c) below are satisfied.
(b) For purposes of this Section 7.03, hardship means an
immediate and heavy need to draw on financial resources to meet
obligations incurred or to be incurred with respect to: (i)
uninsured medical expenses (as defined in Code Section 213(d))
incurred or to be incurred by the Participant, his Spouse or
dependent (as defined in Code Section 152); (ii) costs directly
related to the purchase of a principal residence (excluding
mortgage payments) of the Participant; (iii) the payment of
tuition and related educational fees for the next 12 months of
post-secondary education for the Participant, his Spouse,
children or dependents; (iv) the prevention of the eviction of
the Participant from his principal residence or to prevent
foreclosure on the mortgage of his principal residence; or (v)
other extraordinary expenses as determined by the Committee.
Hardship shall also include any other expenses determined by the
Secretary of the Treasury to constitute a deemed immediate and
heavy financial need.
(c) A withdrawal for hardship must be necessary to satisfy
an immediate and heavy financial need of the Participant. The
Committee, in its discretion, shall determine if the withdrawal
is necessary to satisfy the Participant's financial need
<PAGE>
based on the application of the criteria described in Treas. Reg.
Section 1.401(k)-1(d)(2)(iii) to the applicable facts and
circumstances.
A withdrawal which satisfies the following conditions shall be
deemed to be necessary to satisfy a Participant's immediate and heavy
financial need: (i) the withdrawal may not exceed the amount needed to
satisfy the Participant's immediate financial need created by the
hardship (including any taxes or penalties reasonably anticipated to
result from the hardship withdrawal); (ii) the Participant must have
obtained all distributions (including hardship distributions under
other plans) and all nontaxable loans under all plans maintained by an
Affiliated Company; (iii) he shall be suspended from having before-tax
contributions made on his behalf and from making after-tax
contributions under this Plan or any other plan (other than a welfare
plan or a plan described in Section 125 of the Code that provides
welfare benefits) maintained by an Affiliated Company until the
expiration of the 12-month period immediately following the receipt of
the withdrawal; and (iv) the maximum dollar amount of the
Participant's Tax Deferred Contributions for the Plan Year immediately
following the Plan Year in which the hardship withdrawal occurs shall
be reduced by the Participant's Tax Deferred Contributions for the
Plan Year in which the hardship withdrawal occurs.
7.04. Effect of Suspension. Any Participant who was suspended
from making Pre- Tax or Taxed Contributions under the terms of the
Olin Plan similarly shall be suspended therefrom under this Plan for
the remainder of the suspension period originally imposed by the Olin
Plan. Any Participant who is suspended pursuant to Sections 7.02 or
7.03, as well
<PAGE>
as any Participant whose suspension period is being carried over from
the Olin Plan, will continue to be considered an Eligible Employee for
purposes of applying the limitations of Sections 3.02 and 3.05, will
be eligible to receive any Company Matching Contributions and Company
Retirement Contributions made during the period of suspension (if
otherwise eligible) and will continue to be credited with Years of
Service during his continued employment although no Tax Deferred
Contributions or Taxed Contributions will be made on his behalf for
the period of suspension.
7.05. Limitation on Withdrawals for Participants with Outstanding
Loans. A Participant with an outstanding loan pursuant to Article VIII
may request a withdrawal pursuant to this Article VII; provided,
however, that such withdrawal shall be limited so that the value of
the vested portion of his Account is not reduced below 200% of the
balance of his outstanding loan as of the date of the withdrawal.
ARTICLE VIII
Loans to Participants and Beneficiaries
8.01. Loan Program. The Committee is authorized in its sole
discretion to establish and maintain a loan program in accordance with
Section 408(b)(1) of ERISA and related regulations and consistent with
the provisions of this Article VIII. Only Eligible Employees and
Participants (i.e., an individual who is a Party in Interest as
defined in Section (3)(14) of ERISA, hereinafter collectively referred
to as "Eligible Borrowers") shall be eligible
<PAGE>
to participate in the loan program. Loans shall be processed and made
in accordance with rules and procedures from time to time adopted by
the Committee in its discretion. Such rules and procedures shall be in
a written document and are hereby incorporated herein by reference.
8.02. General Rules. Any Eligible Borrower with a vested interest
in an Account under the Plan may make an application to the Committee
(or its delegate) for a loan; expressly provided, however, that no
loan may be made from a Participant's Company Retirement Contributions
Account. Loan applications shall be approved or denied by the
Committee (or its delegate) within a reasonable period of time after
receipt. Loans shall be made available to all Eligible Borrowers on a
uniform and reasonably equivalent basis, without regard to an
individual's race, color, religion, sex, age or national origin. In
reviewing a loan application, only those factors which would be
considered in a normal commercial setting by an entity in the business
of making similar types of loans may be considered. Such factors may
include the Eligible Borrower's creditworthiness and financial need.
If approved, the Committee (or its delegate) shall direct the Trustee
to make a loan to the Eligible Borrower. Any loan made to a Eligible
Borrower shall be treated as a segregated investment of a portion of
the Eligible Borrower's Account. Notwithstanding the foregoing, if the
Plan receives written notice of a contemplated divorce or QDRO or
receives a domestic relations order, no loans shall be permitted from
the Participant's Account except as provided in Section 9.07(c).
<PAGE>
8.03. Amount. Loans shall be made in amounts approved by the
Committee in its discretion. No loan shall be for less than Five
Hundred Dollars ($500) and no loan shall be made from that portion of
a Participant's Account that is attributable to Company Retirement
Contributions. No loan when added to the outstanding balance of all
other loans from the Plan to the Eligible Borrower shall exceed the
lesser of:
(1) Fifty Thousand Dollars ($50,000), reduced by the excess
(if any) of the highest outstanding balance of loans from the
Plan to the Eligible Borrower during the one-year period ending
on the day before the date the loan is made, over the outstanding
balance of loans from the Plan to the Eligible Borrower on the
date the loan is made, or
(2) one-half (1/2) of the Eligible Borrower's vested Account
Balance (excluding that portion of his Account that is
attributable to Company Retirement Contributions) as of the
valuation date coincident with or immediately preceding the date
of the loan.
Notwithstanding the foregoing dollar limitation, loans of up to a
total amount of Ten Thousand Dollars ($10,000) may be made even though
they exceed one-half of the Eligible Borrower's vested Account, so
long as (i) such loans do not exceed the Eligible Borrower's vested
Account (excluding the Participant's Company Retirement Contribution
Account) and (ii) additional collateral is provided to secure such
loan amount as exceeds 50% of the Eligible Borrower's vested Account.
<PAGE>
8.04. Rate of Interest and Term of Loan. All loans shall be
considered a segregated investment of the Trust Fund and shall bear a
reasonable rate of interest to be determined by the Committee taking
into consideration the interest rates being charged by regional and
local banks, the prevailing prime rate and general economic
conditions. The interest rate shall not exceed the maximum rate
allowed by state or federal law; provided, however, that the Plan
Administrator shall have no obligation to make loans during any period
in which the maximum rate allowed by state or federal law would not
permit the loan to bear a reasonable rate of interest in light of the
prevailing economic circumstances. All loans shall be for a maximum of
five (5) years or for such shorter term as the Committee may
determine.
8.05. Security. All loans shall be secured by the pledge of the
Eligible Borrower's vested Account under the Plan and may be further
secured by additional collateral acceptable to the Committee if the
Committee determines, in a uniform and nondiscriminatory manner, that
such additional collateral is necessary or desirable to ensure
repayment of the loan. No more than fifty percent (50%) of an Eligible
Borrower's Vested Account determined as of the valuation date
coincident with or immediately preceding the date of the loan may be
used to secure a loan. In the event of default, foreclosure on the
note and the attachment of the Plan's security interest in an Account
will not occur until a distributable event occurs under the Plan.
8.06. Repayment. All loans shall provide for substantially level
amortization over the term of the loan, with payments of principal and
interest paid through automatic payroll
<PAGE>
deductions; provided, however, that the Eligible Borrower may prepay
the loan in full at any time without penalty and the Committee may
require repayment in full upon the Eligible Borrower's termination of
employment. To the extent permitted by law, repayments will be
suspended during unpaid leaves of absence or layoffs of up to one year
although interest will continue to accrue during these periods of
suspension. Upon the Participant's return to employment, the accrued
interest will be added to his outstanding loan balance and the
individual's repayment schedule will be adjusted. If a leave of
absence or layoff exceeds one year, the outstanding loan balance will
become immediately due and payable as of the end of the one-year
period. If an Eligible Borrower withdraws a portion or all of such
individual's vested Account or becomes entitled to payment of benefits
under the Plan, such payments or withdrawals shall first be applied
toward any outstanding loan balance (including accrued interest), with
the excess, if any, paid directly to the individual.
8.07. Outstanding Loan Balance at Termination of Employment. Upon
the termination of employment of a Participant with an outstanding
loan, the outstanding balance (including accrued interest) of any loan
shall become due and payable within 60 days of his termination of
employment. If such outstanding loan and accrued interest is not
repaid within such period, such amount shall be treated as a
distribution to the extent permitted by law. Any distribution from the
Plan following the Participant's termination of employment shall be
reduced by the outstanding balance (including accrued interest) of any
loans.
<PAGE>
8.08. Loan Default During Employment. Under certain
circumstances, including, but not limited to, the Participant's
failure to make repayment or the bankruptcy of the Participant, the
Committee may declare a Participant's loan to be in default. In the
event default is declared, the outstanding loan balance including any
accrued interest may be extinguished by treating such amount as a
withdrawal prior to termination of employment, subject to the
provisions of Article VII.
ARTICLE IX
Distributions
9.01. Termination of Employment.
(a) Subject to Section 8.07, following a Participant's
termination of employment with all Affiliated Companies, for any
reason, including his retirement on or after reaching age 65 or
his Early Retirement Date, the value of such Former Participant's
Account, to the extent vested shall be distributed to him, or if
he is not living, to his Beneficiary, in a lump sum; provided,
however, that a Participant's Account (other than his Company
Retirement Contributions Account) may be distributed instead in
installments not to exceed the life expectancy of the Participant
or the joint and last survivor life expectancy of the Participant
and his Beneficiary, if the Participant or Former Participant has
so elected. Such distribution shall be made or shall commence at
such time as the Participant or Former Participant (or his
<PAGE>
Beneficiary) may elect in accordance with Section 9.05. If a
Participant elects to receive a distribution of his Company
Retirement Contributions Account in a lump sum, such election
shall be deemed to be an election to receive his entire account
in a lump sum.
(b) Notwithstanding anything contained in the Plan to the
contrary, if the value of the vested portion of a Participant's
Account does not exceed $3500, the Committee shall direct the
Trustee to distribute, in a lump sum, the Participant's entire
Account as soon as practicable following his termination of
employment. If the value of a Participant's vested Account is
zero, the Participant shall be deemed to have received a
distribution of such balance.
9.02. Valuation Date and Conditions of Distribution.
(a) The value of any distribution shall be based on the
value of the Participant's Account, as of the Valuation Date
immediately preceding the date as of which the distribution is
made to the Participant, Former Participant or Beneficiary, based
on the Current Market Value as of such Valuation Date.
(b) A request for a distribution by a Participant, Former
Participant or Beneficiary must be in writing on a form approved
by the Committee.
9.03. Method of Distribution. Subject to Section 9.01(b), a
Former Participant's Account shall be paid to him upon his termination
of service from the Company and all Affiliated Employers (or in the
event of his death, to his Beneficiary) in a lump sum at any
<PAGE>
time as soon as administratively feasible following his election,
based upon the Valuation Date provided for in Section 9.02.
Alternate methods of distribution may apply to any portion of a
Participant's or Former Participant's Account that has been
transferred to the Plan from another qualified plan pursuant to
Section 3.08.
9.04. Form of Distribution. Distributions under the Plan shall be
made in the following manner. All distributions from other than the
Common Stock Fund and the Olin Stock Fund shall be paid in cash.
Distributions from the Common Stock Fund may, at the election of the
distributee, be paid in Common Stock with any fractional interest in a
share of Common Stock paid in cash. Distributions from the Olin Stock
Fund may, at the election of the distributee be paid in Olin Stock,
with any fractional interest being paid in cash.
9.05. Date of Distribution. Generally, distributions will be made
as soon as practicable on or after the distribution date elected by
the distributee; provided, however, that in the discretion of the Plan
Administrator, distributions may be made or commence within sixty (60)
days of the distribution date elected. Notwithstanding anything in the
Plan to the contrary, distributions shall commence or be made no later
than the Participant's Required Beginning Date.
In the event of the Participant's death prior to his required
commencement date as described in the preceding paragraph,
distribution of the Participant's Account shall be completed within
five years after the Participant's death unless distribution is made
over a
<PAGE>
period not extending beyond the life expectancy of the Beneficiary and
either (a) the Participant's Beneficiary is his Spouse and payments
begin no later than the date on which the Participant would have
attained age 70-1/2 or (b) distribution begins within one year of the
Participant's death.
9.06. Compliance with Applicable Law. Notwithstanding anything in
the Plan to the contrary, distributions under this Plan shall be made
in accordance with Code Section 401(a)(9) and any regulations issued
thereunder (described more fully in Appendix A-2 hereof). To the
extent that any provision of the Plan is inconsistent with such
section of the Code or such regulations, such Plan provision shall be
disregarded.
9.07. Distributions to Comply with Qualified Domestic Relations
Order. In the case of any Participant with respect to whom the Plan
has received a QDRO awarding an alternate payee all or any portion of
the Participant's interest under the Plan, the following rules shall
apply:
(a) Subject to Section 9.01(b), if necessary to comply with
the terms of the QDRO, or if not prohibited by the terms of the
QDRO and requested by the alternate payee, an amount shall be
distributed to the alternate payee from the vested portion of the
Participant's Account (net of any outstanding loans) sufficient
to comply with the terms of the QDRO. Such amount shall be
distributed to the alternate payee in a lump sum as soon as
practicable and if the full amount required under the QDRO to be
distributed from the Plan is so distributed, the alternate payee
shall have no further
<PAGE>
interest in the Plan. If the Participant's vested interest (net
of any outstanding loans) in the Plan is less than the amount
necessary to comply with terms of the QDRO, no amount shall be
distributed to the alternate payee pursuant to this Section 9.07
and amounts due under the QDRO to the Alternate Payee shall be
paid in accordance with the terms of the QDRO and applicable law.
(b) In the event that the amounts due the alternate payee
under a QDRO are not distributed to the alternate payee pursuant
to paragraph (a) above, the alternate payee's interest shall be
held in a separate account segregated from the Participant's
Account, and the value of the Participant's Account shall be
calculated without reference to such amounts segregated pursuant
to this paragraph.
(c) In accordance with procedures established by the
Committee, if the Plan receives written notice that either (i) a
divorce, or (ii) a QDRO is contemplated and such divorce or QDRO
may subject a Participant's Account to competing claims, then the
Participant's Account shall not be available for 90 days for any
distributions, in-service withdrawals or loans from the Plan
(except for distributions to satisfy repayment of outstanding
loan balances pursuant to Section 9.06). In accordance with
procedures established by the Committee, if a domestic relations
order, as defined in Section 414(p)(1)(B) of the Code, is
received, then no distribution, in-service withdrawal or loan
from the Plan shall be made to the Participant until it is
determined whether the domestic relations order constitutes a
QDRO, but in no event
<PAGE>
shall such suspension of distributions, withdrawals and loans
continue beyond the date which is 18 months following the receipt
of such domestic relations order. Notwithstanding the above, if a
distribution from the Plan to the Participant or his Beneficiary
is required to comply with applicable law under ERISA or the
Code, then a distribution shall be made to the extent necessary
to comply with such law.
ARTICLE X
Trust Fund
10.01. Trust Agreement. In order to implement the Plan, the
Company shall enter into one or more Trust Agreements pursuant to
which all the funds of the Plan shall be held by one or more Trustees
in one or more trusts. Under no circumstances shall any part of the
corpus or income of the trust fund established under the Plan be used
for, or diverted to, purposes other than for the exclusive benefit of
the Participants and their Beneficiaries, except as provided in
Section 10.03.
10.02. Trustee. The Board of Directors may remove the Trustee at
any time for any reason upon the notice required under the Trust
Agreement, and if the Trustee resigns or is removed, the Board of
Directors shall designate a successor Trustee.
10.03. Return of Contributions. No contribution to the Plan shall
be refunded to a Participating Employer unless such contribution was:
(a) conditioned upon tax deductibility (it being presumed that all
contributions are so conditioned), and the Internal Revenue
<PAGE>
Service determines that the contribution is not deductible; (b) made
as a result of a mistake of fact; or (c) conditioned upon the initial
qualification of the Plan under Section 401(a) of the Code and the
Plan does not initially qualify. Such refund shall be made, if
requested by a Participating Employer in writing, within one year from
the date a contribution was made as a result of a mistake of fact,
from the date of disallowance of a deduction (or other applicable
date), or from the date of initial qualification of the Plan, as the
case may be. Any contribution refunded pursuant to (a) or (b) above
shall only be adjusted to reflect its proportionate share of the trust
fund's loss, if any, and shall not be adjusted to reflect its share of
the trust fund's gain, if any. Any contribution refunded pursuant to
(c) above shall be adjusted to reflect its proportionate share of the
trust fund's loss or gain.
ARTICLE XI
Administration
11.01. Appointment of Committee. The Board of Directors shall
appoint a Committee of at least three persons (who may or may not be
Participants) to administer the Plan. The Committee shall serve at the
pleasure of the Board of Directors and shall administer the Plan in
accordance with its terms and shall have all the powers necessary to
carry out the provisions of the Plan. The Committee shall have
discretionary authority to interpret the Plan and shall determine all
questions, including questions of eligibility, arising in the
interpretation, administration and application of the Plan. Any
determination by the
<PAGE>
Committee shall be conclusive and binding on all persons except as
otherwise provided herein or by law. Any exercise of discretion by the
Committee shall be exercised in a nondiscriminatory manner.
No member of the Committee shall receive any compensation for his
services as such. Each member of the Committee and each other
Fiduciary of the Plan shall be bonded as required by the Act.
11.02. Procedures. The Committee shall select one of its members
as its Chairman and shall hold its meetings at such times and places
as it may determine. A majority of its members shall constitute a
quorum and all decisions and determinations of the Committee shall be
made by a majority of its members. Any decision or determination
reduced to writing and signed by a majority of the members of the
Committee shall be as fully effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may
appoint a Secretary, who need not be a member of the Committee, who
shall keep minutes of its meetings. The Committee may authorize one or
more of its number or any agent to execute or deliver any instruments,
including reports or other documents, required by ERISA or the
Regulations. The Committee may make such rules and regulations for the
conduct of its business as it deems advisable.
11.03. Employment of Agents. The Committee may employ such legal,
medical, insurance, accounting, actuarial or other experts as it may
require in carrying out the provisions of the Plan; provided, however,
that no person employed to render such services
<PAGE>
shall be considered a Fiduciary of the Plan as defined in the Act,
unless such person is specifically designated as a Fiduciary at the
time of his employment.
11.04. Fiduciary Responsibilities. All fiduciary responsibilities
arising under the Plan pursuant to ERISA and the Regulations shall be
allocated to and performed by the Committee which shall be a named
Fiduciary of the Plan. In appointing the members of said Committee,
the Board of Directors shall be deemed to have designated the
individual members of said Committee, together with the Trustee, to
carry out all fiduciary responsibilities of the Company (and other
Participating Employers under the Plan) under ERISA with respect to
the Plan, except for the appointment of the Trustee which fiduciary
responsibility is retained by the Board of Directors. Notwithstanding
the foregoing, the Committee shall periodically review the investment
performance and methods of the Trustee and any other funding agency,
including any insurance company, under the Plan and shall make
recommendations to the Board of Directors concerning the appointment,
continuation, removal or change of the Trustee or any such funding
agency. The Committee shall have the power to direct the Trustee as to
the management, acquisition or disposition of Plan assets constituting
a portion, or portions or all of the Fund. The Committee shall have
the power to appoint or remove from time to time one or more
investment advisers and to delegate to any such adviser authority and
discretion to manage, acquire or dispose of Plan assets constituting a
portion or portions or all of the Fund. The Committee shall determine
the investment options (such as equity, cash equivalent or other funds
managed by an investment
<PAGE>
adviser, the Trustee or others) to be made available under the Plan
from time to time for election by Participants.
By resolution of the Board of Directors, the Company may allocate
other fiduciary responsibilities among the Fiduciaries named in the
Plan or may designate persons other than named Fiduciaries to carry
out fiduciary responsibilities. Any of the Fiduciaries of the Plan
may, by agreement among themselves, allocate specific responsibilities
among themselves or delegate to other persons all or such portion of
their fiduciary duties hereunder, as they, in their sole discretion,
shall decide, other than those granted to the Trustee under the Trust
Agreement. The Company may purchase insurance to cover the potential
liability of all persons who serve in a fiduciary capacity (as defined
in ERISA or the Plan) with regard to the Plan.
11.05. Committee Liability. The members of the Committee shall
use that degree of care, skill, prudence and diligence in carrying out
their duties that a prudent man, acting in a like capacity and
familiar with such matters, would use in his conduct of a similar
situation. Except as provided in the Act or in the Regulations, in
administering the Plan neither a member of the Committee, nor an
Affiliated Company nor any director, officer or Employee thereof,
shall be liable for any acts of omission or commission, except for his
or its own individual, wilful and intentional malfeasance or
misfeasance and each Affiliated Company, its officers, directors and
Employees and any member of the Committee shall be entitled to rely
conclusively on all tables, valuations, certificates, opinion and
reports which shall be
<PAGE>
furnished by any actuary, accountant, Trustee, insurance company,
counsel or other expert who shall be employed or engaged by the
Affiliated Company or Committee.
The right of indemnification granted to each member of the Board
of Directors, officer or any employee of a Participating Employer
under the by-laws of the Company, as from time to time amended, shall
apply to any action taken by the Committee or by any individual member
of the Committee in connection with the Plan.
11.06. Reports to Participants. At least once a Plan Year, each
Participant shall be furnished a written statement setting forth the
value of his Account together with such additional information as
determined by the Committee.
11.07. Administrative Expenses. Brokerage commissions, transfer
taxes and other charges and expenses in connection with the purchase
or sale of securities shall be added to the cost of such securities or
deducted from the proceeds thereof, as the case may be, when
determining the value or price thereof. All other administrative
expense of the Plan and the Fund shall be paid from the Fund to the
extent not paid by the Participating Employers. No commissions will be
charged on purchases of Company Stock directly from a Participating
Employer or from Accounts in the Plan. The Committee is authorized in
its discretion to establish a periodic administrative fee which may be
charged to Participants' Accounts.
11.08. Special Fiduciary Provisions Concerning Employer Stock.
(a) The Plan Administrator shall adopt procedures designed
to safeguard the confidentiality of information relating to the
purchase, holding, and sale of securities,
<PAGE>
and the exercise of voting, tender and similar rights with
respect to such securities by Participants (and Beneficiaries),
except to the extent necessary to comply with Federal laws or
state laws not preempted by ERISA.
(b) The Director of Benefits Administration is hereby
designated as the fiduciary of the Plan for the purpose of
ensuring, with respect to the purchase, holding and sale of
securities, that (i) the procedures referenced in paragraph (a),
above, are in fact sufficient to safeguard the confidentiality of
such information, and (ii) such procedures are being followed.
(c) The Secretary of the Company is hereby designated as the
fiduciary of the Plan for the purpose of ensuring, with respect
to the exercise of voting, tender and similar rights, that (i)
the procedures referenced in paragraph (a), above, are in fact
sufficient to safeguard the confidentiality of such information,
and (ii) such procedures are being followed. The Secretary of the
Company is also hereby designated as the fiduciary of the Plan
for the purpose of ensuring that an independent fiduciary is
appointed who shall carry out activities relating to any
situations which the Secretary determines involve a potential for
undue influence upon Participants and Beneficiaries with regard
to the direct or indirect exercise of shareholder rights. For
purposes of the preceding sentence, a fiduciary is not
independent if the fiduciary is affiliated with any sponsor of
the Plan.
<PAGE>
11.09. Voting of Company Stock. Each Participant and Former
Participant (or Beneficiary in the event of the death of the
Participant or Former Participant) is hereby designated a named
fiduciary within the meaning of Section 402(a)(2) of ERISA, with
respect to the shares of Company Stock allocated to his Account.
Before each annual or special meeting of shareholders of the
Company, there shall be sent to each Participant and Former
Participant, and in the event of the Participant's or Former
Participant's death, his Beneficiary, a copy of the proxy solicitation
material for such meeting, together with a form requesting
instructions to the Trustee on how to vote the Company Stock allocated
to such Participant's, Former Participant's or Beneficiary's Account.
Upon receipt of such instructions, the Trustee shall vote such shares
as instructed, determined separately with respect to shares of Common
Stock. In lieu of voting fractional shares as instructed by
Participants, Former Participants or Beneficiaries, the Trustee may
vote the combined fractional shares of each type of Company Stock to
the extent possible to reflect the direction of Participants, Former
Participants or Beneficiaries with allocated fractional shares of
Company stock. Subject to any countervailing fiduciary duties, the
Trustee shall vote shares of Company Stock allocated to Accounts under
the Plan but for which the Trustee received no valid voting
instructions in the same manner and in the same proportion as the
shares of Common Stock in the Accounts, respectively, with respect to
which the Trustee received valid voting instructions are voted.
Instructions to the Trustee shall be in such form and pursuant to such
regulations as the Committee may prescribe.
<PAGE>
11.10. Tendering Company Stock.
(a) The provisions of this Section 11.10 shall apply in the
event any person, either alone or in conjunction with others,
makes a tender offer, or exchange offer, or otherwise offers to
purchase or solicits an offer to sell to such person one percent
or more of the outstanding shares of a class of Company Stock
(including Company Stock held by the Trustee hereunder) (herein
jointly and severally referred to as a "tender offer"). As to any
tender offer, each Participant and Former Participant (or
Beneficiary in the event of the death of the Participant or
Former Participant) shall have the right to determine whether
shares held subject to the Plan will be tendered.
(b) A Trustee may not take any action in response to a
tender offer except as otherwise provided in this Section 11.10.
Each Participant and Former Participant (or Beneficiary in the
event of the death of the Participant or Former Participant) is,
for all purposes of this Section 11.10, hereby designated a named
fiduciary within the meaning of Section 402(a)(2) of ERISA, with
respect to the shares of Company Stock allocated to his Account,
and he may direct the Trustee to sell, offer to sell, exchange or
otherwise dispose of the Company Stock allocated to such
individual's Account in accordance with the provisions,
conditions and terms of such tender offer and the provisions of
this Section 11.10. Such instructions shall be in such form and
shall be filed in such manner and at such time as the Trustee may
prescribe.
<PAGE>
(c) The Trustee shall sell, offer to sell, exchange or
otherwise dispose of the Company Stock allocated to the
Participant's, Former Participant's or Beneficiary's Account with
respect to which it has received directions to do so. The
proceeds of a disposition directed by a Participant, Former
Participant or Beneficiary from his Account under this Section
11.10 shall be allocated to such individual's Account and be
governed by the provisions of Section 11.10(e) or other
applicable provisions of the Plan and/or the Trust Agreement.
(d) To the extent to which Participants, Former Participants
and Beneficiaries do not issue valid directions to the Trustee to
sell, offer to sell, exchange or otherwise dispose of the Company
Stock allocated to their Account, such individuals shall be
deemed to have directed the Trustee that such shares remain
invested in Company Stock subject to all provisions of the Plan,
including Section 11.10(e).
(e) To the extent possible, the proceeds of a disposition of
Company Stock in an individual's Account pursuant to a tender
offer as described in this Section 11.10 shall be reinvested in
Company Stock by the Trustee as expeditiously as possible in the
exercise of the Trustee's fiduciary responsibility and shall
otherwise be held by the Trustee subject to the provisions of the
Trust Agreement, the Plan and any applicable note or loan
agreement. In the event that Company Stock is no longer available
to be acquired following a tender offer, the Company may direct
the substitution of new employer securities for the Company Stock
or for the proceeds of
<PAGE>
any disposition of Company Stock. Pending the substitution of new
employer securities or the termination of the Plan and trust,
cash proceeds from the tender offer held in the trust fund shall
be invested in short-term securities issued by the United States
of America or any agency or instrumentally thereof.
ARTICLE XII
Amendment and Termination
12.01. Amendment. Subject to the provisions of any applicable
collective bargaining agreement, the Board of Directors may at any
time, and from time to time, amend the Plan and such amendment shall
be binding on all Participating Employers. In any event, no amendment
shall divest a Participant of any part of his Account.
12.02. Termination.
(a) Subject to the provisions of any applicable collective
bargaining agreement, the Board of Directors reserves the right
at any time to terminate the Plan, the Trust Agreement and the
trust hereunder or to suspend, reduce or partially or completely
discontinue contributions thereto. To the extent required by law,
in the event of such termination or partial termination of the
Plan or complete discontinuance of contributions, the interests
of the affected Participants shall automatically become
nonforfeitable and, at the election of the Company, such amounts
shall either (i) continue to be held in the trust fund until the
Participants
<PAGE>
terminate employment with all Affiliated Companies or (ii) to the
extent permitted by law, be distributed to such Participants in
the same manner as if their employment had been terminated.
(b) In the event of a complete termination of the Plan or
the complete discontinuance of contributions, any forfeitures not
previously applied in accordance with Section 6.04 shall be
credited ratably to the Accounts of all Participants in
proportion to the value of the Participants' Accounts as of the
date of termination or complete discontinuance of contributions.
ARTICLE XIII
Miscellaneous Provisions
13.01. Nonalienation of Benefits. Except as may be required to
comply with a qualified domestic relations order in accordance with
Code Section 414(p) or to the extent a Participant's Account is used
as security for a loan from the Plan, any benefit that may be or
become payable under the Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge any such benefits shall
be void; and any such benefit shall not in any manner be liable for or
subject to the debts, contracts, liabilities, engagements or torts of
the person entitled to such benefit, nor shall it be subject to
attachment or legal process for or against such person.
<PAGE>
If any person entitled to any benefit under the Plan shall become
bankrupt or shall attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge such benefit, such benefit shall,
in the sole discretion of the Company, cease and terminate, and in
that event the Company shall cause such benefit, or any part thereof,
to be held or applied for the benefit of such person, his Spouse,
children or other dependents, or all or any of them, in such manner as
the Company shall determine.
13.02. Benefits Paid Solely from the Trust Fund. All benefits
under the Plan are to be paid or provided for solely from the trust
fund and the Company assumes no liability or responsibility therefor.
13.03. No Contract of Employment. The Plan shall not be deemed to
constitute a contract between any Participating Employer and any
Participant or to be a consideration for, or an inducement for, the
employment of any individual by any Participating Employer. Nothing
contained in the Plan shall be deemed to give any individual the right
to be retained in the service of any Participating Employer or to
interfere with the right of any Participating Employer to discharge or
to terminate the service of any individual at any time without regard
to the effect that such discharge or termination might have upon any
rights that he might have under the Plan.
13.04. Incompetency. In the event that the Committee shall find
that a Participant or any other person entitled to any payment under
the Plan is unable to care for his affairs because of illness or
accident or any other reason, any such payments due may, unless claim
<PAGE>
shall have been made therefor by a duly appointed guardian,
conservator, committee or other legal representative, be paid by the
Committee to the Spouse, child, parent or other blood relative or to
any person deemed by the Committee to have incurred expenses for such
Participant or other person entitled to payments under the Plan, and
any such payment so made by the Committee shall be a complete
discharge of the liabilities of the Plan therefor.
13.05. Missing Recipients. If the Committee is unable, within
three years after any benefit becomes due under the Plan to a
Participant or Beneficiary, to make payment because the identity
and/or whereabouts of such person cannot be ascertained
notwithstanding the mailing of due notice to any last known address or
addresses, the Committee shall direct that such benefit or
distribution, and all further benefits or distributions with respect
to him, shall be used to reduce future contributions by Participating
Employers. Such benefit shall be restored (in an amount equal to the
amount forfeited) upon proper claim made by such Participant or
Beneficiary prior to the termination of the Plan. Benefits restored
under this Section 13.05 shall be made in the following order of
priority:
(a) from forfeitures arising under this Section; and
(b) from additional contributions by Participating Employers
made in order to restore such benefits.
13.06. Mergers, Consolidations and Transfers of Plan Assets. In
the case of any merger or consolidation of the Plan with, or transfer
of assets or liabilities of the Plan to, any other plan, each
Participant shall (if such other plan were then to terminate) be
entitled
<PAGE>
to receive a benefit immediately after such merger, consolidation or
transfer that shall be at least equal to the benefit that he would
have been entitled to receive immediately before such merger,
consolidation or transfer (if the Plan had then terminated).
13.07. Claim Procedures. All claims for benefits under the Plan
by a Participant or Beneficiary shall be made in writing and filed
with the Committee. If the Committee believes that the claim should be
denied, it shall notify the claimant in writing of the denial of the
claim within 90 days after his receipt thereof but this period may be
extended by the Committee for up to an additional 90 days in special
circumstances. If such an extension of time is required, the claimant
shall be notified prior to the end of the original 90-day period. The
notice denying a claim shall (a) set forth the specific reason or
reasons for the denial, making reference to the provisions of the Plan
or Plan documents on which the denial is based, (b) describe any
additional material or information that should be received before the
claim request may be acted upon favorably, and explain why such
material or information, if any, is needed and (c) inform the claimant
of his right pursuant to this Section 13.07 to request review of the
decision by the Committee. Any claimant who believes that he has
submitted all available and relevant information may appeal the denial
of his claim to the Committee by submitting a written request for
review to the Committee within 60 days after the date on which such
denial is received. Such period may be extended by the Committee for
good cause. The person making the request for review may examine
pertinent Plan documents. The request for review may discuss any
issues relevant to the claim. The
<PAGE>
Committee shall decide whether or not to grant the claim within 60
days after receipt of the request for review, but this period may be
extended by the Committee for up to an additional 60 days in special
circumstances. If such an extension of time for review is required
because of special circumstances, written notice of the extension
shall be furnished to the claimant prior to the commencement of the
extension. The Committee's decision shall be in writing, shall include
specific reasons for the decision and shall refer to pertinent
provisions of the Plan or Plan documents on which the decision is
based.
13.08. Cooperation of Participants. In order to receive any
benefits under the Plan, a Participant must furnish to the Committee
such information as it may reasonably request for purposes of the
proper administration of the Plan.
13.09. Applicable Law. All questions pertaining to the
construction, validity and effect of the Plan shall be determined in
accordance with the laws of the State of New Jersey to the extent such
laws are not preempted by ERISA.
13.10. Gender and Number. In the construction of the Plan, the
masculine shall include the feminine and the singular shall include
the plural in all cases where such meanings would be appropriate.
<PAGE>
13.11. Headings. The headings of Articles and Sections are
included solely for convenience of reference and shall have no effect
upon the meaning of the provisions hereof.
PRIMEX TECHNOLOGIES, INC.
By --------------------------
Its
<PAGE>
APPENDIX A-1
TOP HEAVY PROVISIONS
The following special provisions shall apply to determine if the
Plan is a Top Heavy Plan in accordance with Code Section 416 and any
special rules that will apply based on such status. In the event that
the provisions contained in this Appendix A-1 are inconsistent with
the terms contained in the remainder of the Plan, the provisions
contained in this Appendix A-1 shall take precedence.
ARTICLE I
Definitions
Aggregation Group: All plans maintained by an Affiliated
Company that are qualified under the Code;
provided that each such plan satisfies at
least one of the following requirements:
(a) one or more Key Employees are
participants;
(b) the plan enables any plan in which a
Key Employee is a participant to comply with
the coverage and nondiscrimination
requirements of Sections 401(a)(4) and 410 of
the Code; or
<PAGE>
(c) such plan has been designated as a
part of the Aggregation Group, provided that
the resulting Aggregation Group meets the
coverage and nondiscrimination requirements
of Sections 401(a)(4) and 410 of the Code.
Determination Date: With respect to any Plan Year, the last day
of the preceding Plan Year.Key Employee:With
respect to any Plan Year, an employee of an
Affiliated Company (or a beneficiary of such
an individual) who is a key employee as
defined in Code Section 416(i) and any
regulations issued thereunder. The
determination as to whether an individual is
a Key Employee shall be based, where
applicable, on an individual's compensation
as defined in Code Sections 416(i) and
414(q)(7) or any successors thereto.
Top Heavy Plan: The Plan, if it is included in the
Aggregation Group, and as of the
Determination Date for such Plan Year, the
sum of:
(a) the aggregate values of the Accounts
for all Key Employees under the Plan; and
(b) the aggregate account values and the
aggregate present values of accrued benefits
(excluding amounts attributable to unrelated
rollover contributions) for all Key
<PAGE>
Employees under all other plans in the
Aggregation Group, exceeds 60 percent of all
such aggregate values for all individuals
under all plans in the Aggregation Group. In
determining the value of any individual's
account or the present value of his accrued
benefits:
(i) the value of such account or the
present value of such accrued benefit shall
be increased by the sum of any distributions
made with respect to such individual from
such plan during the five-year period ending
on the Determination Date;
(ii) the present value of his accrued
benefit under a defined benefit plan shall be
determined by using a five percent interest
rate assumption and the mortality table used
to determine a benefit that is the actuarial
equivalent of another benefit under such
plan; and
(iii) the accrued benefit of a non-key
employee under a defined benefit plan shall
be (A) determined under the method, if any,
that uniformly applies for accrual purposes
under all plans maintained by any Affiliated
Company, or (B) if there is no such method,
as if such benefit accrued not more rapidly
<PAGE>
than the slowest accrual rate permitted under
the fractional accrual rate of Section
411(b)(1)(C) of the Code. The value of an
individual's account or the present +value of
his accrued benefit shall not be considered
in determining if the Plan is a Top Heavy
Plan if the individual has not performed any
services for an Affiliated Company during the
five-year period ending on the Determination
Date.
Top Heavy Plan Year: A Plan Year in which the Plan is a Top Heavy
Plan.
ARTICLE II
Vesting Requirements
In any Top Heavy Plan Year, the Account of each Participant shall
be fully vested and nonforfeitable if he has credit for three Years of
Service. In the event the Plan ceases to be a Top Heavy Plan for any
Plan Year subsequent to a Top Heavy Plan Year, the Account of any
individual that has become fully vested in accordance with the
preceding sentence shall remain fully vested.
<PAGE>
ARTICLE III
Minimum Allocation
Each Eligible Employee who on the last day of any Top Heavy Plan
Year (a) is not a Key Employee and (b) does not participate in a
defined benefit plan maintained by an Affiliated Company that provides
that the minimum benefit requirements applicable to Top-Heavy Plans
will be satisfied in such other plan shall receive a minimum
allocation of employer contributions pursuant to Sections 4.02 and
4.03 for such Plan Year equal to a percentage of his total pay as
defined in Code Section 415(c)(3) up to $150,000 or the maximum amount
that may be taken into account under applicable law (as adjusted by
the Secretary of the Treasury to reflect increases in the cost of
living) received in such Plan Year. Such percentage shall be equal to
the lesser of three percent or the highest percentage at which
employer contributions are allocated to the Account of any Key
Employee for such Plan Year (when expressed as a percentage of such
Key Employee's total pay up to $150,000, as adjusted).
ARTICLE IV
Dual Plan Limit
For any Top Heavy Plan Year, the denominator of the defined
contribution and defined benefit plan fractions described in Code
Sections 415(e)(2)(B) and 3(B) shall be calculated by using a factor
of 1.0 rather than 1.25.
<PAGE>
APPENDIX A-2
INTERNAL REVENUE CODE REQUIREMENTS
FOR CALCULATION AND PAYMENT OF BENEFITS
ARTICLE I
Code Requirements for Payment of Benefits
The form and timing of benefits permitted under the Plan shall
not violate any of the following requirements of Code Section
401(a)(9) and regulations issued thereunder:
(a) Not later than the Participant's Required Beginning Date
the Participant's entire Account under the Plan either--
(1) shall be distributed to the Participant, or
(2) shall commence to be distributed--
(A) over the life of the Participant or over the
lives of the Participant and a designated Beneficiary,
or
(B) over a period not extending beyond the Life
Expectancy of the Participant or the Life Expectancy of
the Participant and a designated Beneficiary.
<PAGE>
(b) If a Participant dies after distribution has begun in
accordance with Subsection (a)(2) above and if death benefits are
payable under the Plan after the death of the Participant, such
death benefits shall be distributed at least as rapidly as the
Participant's remaining interest in the Plan would have been
distributed under the method of distribution in effect as of the
date of the Participant's death.
(c) If a Participant dies before distribution has begun in
accordance with Subsection (a)(2) above and if death benefits are
payable under the Plan after the death of the Participant,
distribution of such death benefits shall be completed by
December 31 of the calendar year containing the fifth (5th)
anniversary of the death of the Participant unless--
(1) such death benefits are payable to (or for the
benefit of) a designated Beneficiary,
(2) such death benefits will be distributed over the
life of the designated Beneficiary or over a period not
extending beyond the Life Expectancy of such Beneficiary,
and
(3) such death benefits begin to be paid on or before
December 31 of the calendar year immediately following the
calendar year in which the Participant dies.
(d) If the designated Beneficiary of the Participant is the
Participant's surviving spouse, then such death benefits need not
begin earlier than the later of (1)
<PAGE>
December 31 of the calendar year following the calendar year in
which the Participant would have attained age 70-1/2, or (2)
December 31 of the calendar year immediately following the
calendar year in which the Participant died. If the surviving
spouse dies before such death benefits begin, this Subsection (c)
shall be applied as if the surviving spouse were the Participant.
(e) If a Participant dies without having elected to have
contingently in force a form of death benefit payment, the
Participant's designated Beneficiary must elect the method of
distribution no later than the earlier of (1) December 31 of the
calendar year in which distributions would be required to begin
under this paragraph (c), or (2) December 31 of the calendar year
which contains the fifth (5th) anniversary of the date of death
of the Participant. If the Participant has no designated
Beneficiary, or if the designated Beneficiary does not elect a
method of distribution, distribution of the Participant's entire
interest must be completed by December 31 of the calendar year
containing the fifth (5th) anniversary of the Participant's
death.
(f) For purposes of satisfying the requirements of this
Article I, any amount paid to a child of the Participant shall be
treated as if it had been paid to the Participant's surviving
spouse if such amount will become payable to the surviving spouse
upon such child reaching majority (or other designated event
permitted under regulations under the Code).
<PAGE>
(g) Payment of benefits shall not commence later than the
60th day after the close of the Plan Year in which occurs the
latest of the following events--
(1) the Participant's Normal Retirement Date (or 65th
birthday if earlier),
(2) the 10th anniversary of the year in which the
Participant commenced participation in the Plan or the Prior
Plan, and
(3) the date on which the Participant ceases to be an
Employee.
ARTICLE II
Determination of Amount to be
Distributed Each Year as Installments
(a) If the Participant's Account is to be paid in
installments from the Plan, such installments shall satisfy the
following requirements:
(1) the installments must be paid in periodic payments
made at intervals not longer than one year;
(2) the distribution period must not extend beyond the
period permitted under Article I of this Appendix A-2;
(3) the Life Expectancy of the Participant or of the
Participant and his spouse shall not be recalculated
annually;
<PAGE>
(4) once payments have begun over a period certain, the
period certain may not be lengthened even if the period
certain is shorter than the maximum permitted;
(5) payments must either be nonincreasing or increase
only as follows:
(i) with any percentage increases in a specified
and generally recognized cost-of-living index;
(ii) to the extent of the reduction in the amount
of the Participant's payments to provide for a survivor
benefit upon death, but only if the Beneficiary whose
life was being used to determine the distribution
period described in paragraph (3) above dies and the
payments continue otherwise in accordance with that
paragraph over the life of the Participant;
(iii) to provide cash refunds of employee
contributions upon the Participant's death; or
(iv) because of an increase in benefits under the
plan.
(b) (1) Unless the Participant's spouse is the designated
Beneficiary, if the Participant's interest is being
distributed in the form of a period certain annuity without
a life contingency, the period certain as of the beginning
of the first Distribution Calendar Year may not exceed the
applicable period determined
<PAGE>
using the table set forth in Q&A A-5 of section
1.401(a)(9)-2 of the Income Tax Regulations.
(2) If the Participant's interest is being distributed
in the form of a joint and survivor annuity for the joint
lives of the Participant and a nonspouse Beneficiary,
annuity payments to be made on or after the Participant's
Required Beginning Date to the designated Beneficiary after
the Participant's death must not at any time exceed the
applicable percentage of the annuity payment for such period
that would have been payable to the Participant using the
table set forth in Q&A A-6 of section 1.401(a)(9)-2 of the
Income Tax Regulations.
<PAGE>
EXHIBIT 23
Consent of Independent Auditors
Board of Directors
Primex Technologies, Inc.
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Primex Technologies, Inc., of our report dated
January 25, 1996, relating to the combined balance sheets of Primex
Technologies, Inc. as of December 31, 1995 and 1994 and the related
combined statements of income and cash flows for each of the years in
the three-year period ended December 31, 1995, which report appears in
Primex Technology, Inc.'s Registration Statement on Form 10 dated
December 6, 1996.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
December 17, 1996
