<PAGE> 1
Exhibit 10.17
WEIGHT WATCHERS SAVINGS PLAN
OCTOBER 1999
1
<PAGE> 2
WEIGHT WATCHERS SAVINGS PLAN
TABLE OF CONTENTS
Page #
Article I: Introduction......................................................1
1.01 Name..................................................................1
1.02 Purpose...............................................................1
1.03 Status Under Code.....................................................1
1.04 Effective Date........................................................1
Article II: Definitions......................................................2
2.01 Defined Terms.........................................................2
2.02 Account(s)............................................................2
2.03 Affiliate.............................................................2
2.04 After Tax Account.....................................................2
2.05 After Tax Contributions...............................................2
2.06 Alternate Payee.......................................................2
2.07 Annual Additions......................................................2
2.08 Beneficiary...........................................................3
2.09 Board of Directors....................................................3
2.10 Break in Service......................................................3
2.11 Code..................................................................4
2.12 Committee.............................................................4
2.13 Compensation..........................................................4
2.14 Compensation Limit....................................................4
2.15 Continuous Membership.................................................4
2.16 Disability............................................................4
2.17 Discharge Without Cause...............................................5
2.18 Eligibility Computation Period........................................5
2.19 Eligible Earnings.....................................................5
2.20 Eligible Retirement Plan..............................................5
2.21 Eligible Rollover Distribution........................................5
2.22 Employee..............................................................5
2.23 Employer..............................................................6
2.24 Employment Commencement Date..........................................7
2.25 ERISA.................................................................7
2.26 Fair Market Value.....................................................7
2.27 Fund or Investment Fund(s)............................................7
2.28 Highly Compensated Employee...........................................7
2.29 Hour of Service.......................................................8
2.30 Investment Committee..................................................8
2.31 Key Employee..........................................................8
2.32 Leased Employee.......................................................8
2
<PAGE> 3
WEIGHT WATCHERS SAVINGS PLAN
TABLE OF CONTENTS
Page #
2.33 Matching Account......................................................9
2.34 Matching Contributions................................................9
2.35 Member................................................................9
2.36 Payroll Period........................................................9
2.37 Period of Service.....................................................9
2.38 Period of Severance...................................................9
2.39 Plan..................................................................9
2.40 Plan Year.............................................................9
2.41 Profit Sharing Contribution...........................................9
2.42 Profit Sharing Contribution Account...................................9
2.43 Qualified Domestic Relations Order....................................9
2.44 Qualified Nonelective Contributions..................................10
2.45 Retired Member.......................................................10
2.46 Retirement...........................................................10
2.47 Rollover Account.....................................................10
2.48 Rollover Contributions...............................................10
2.49 Salaried Employee....................................................10
2.50 Service..............................................................10
2.51 Severance from Service Date..........................................10
2.52 Stock Account........................................................11
2.53 Stock Fund...........................................................11
2.54 Tax Deferred Account.................................................11
2.55 Tax Deferred Contributions...........................................11
2.56 Trust Agreement......................................................11
2.57 Trust Fund...........................................................11
2.58 Trustee..............................................................11
2.59 Valuation Date.......................................................11
Article III: Membership.....................................................12
3.01 Eligibility and Enrollment...........................................12
3.02 Cessation of Membership..............................................12
3.03 Cessation and Resumption of Employment Status........................12
3.04 Military Service.....................................................13
Article IV: Contributions...................................................14
4.01 Profit Sharing Contributions.........................................14
4.02 Tax Deferred Contributions...........................................14
4.03 Change in Tax Deferred Contributions.................................17
4.04 Suspension of Tax Deferred Contributions.............................17
4.05 Limitation on Tax Deferred Contributions.............................17
3
<PAGE> 4
WEIGHT WATCHERS SAVINGS PLAN
TABLE OF CONTENTS
Page #
4.06 Matching Contributions...............................................19
4.07 Rollover Contributions...............................................20
4.08 Limitation Based on Contribution Percentage..........................20
4.09 Allocation to Member Accounts........................................22
4.10 Maximum Annual Additions.............................................23
4.11 Participation in Other Plans.........................................24
4.12 Aggregate Limit......................................................24
4.13 Return of Contributions..............................................25
Article V: Eligibility for Benefits.........................................26
5.01 Vesting..............................................................26
5.02 Retirement...........................................................26
5.03 Death................................................................26
5.04 Disability...........................................................26
5.05 Discharge Without Cause..............................................26
5.06 Other Termination of Employment......................................26
5.07 Application of Forfeitures...........................................27
Article VI: Withdrawals.....................................................28
6.01 In General...........................................................28
6.02 After Tax Account and Rollover Account...............................28
6.03 Matching Account.....................................................28
6.04 Tax Deferred Account.................................................28
6.05 Profit Sharing Contribution Account..................................29
6.06 Hardship Withdrawal..................................................29
6.07 Additional Withdrawal Rules..........................................30
Article VII: Accounts.......................................................32
7.01 Member Accounts......................................................32
7.02 Periodic Statements..................................................32
Article VIII: Distributions.................................................33
8.01 In General...........................................................33
8.02 Methods of Distribution.............................................34
8.03 Medium of Payment....................................................35
8.04 Timing of Distributions..............................................35
8.05 Valuation............................................................36
8.06 Written Explanation..................................................36
4
<PAGE> 5
WEIGHT WATCHERS SAVINGS PLAN
TABLE OF CONTENTS
Page #
Article IX: Trust Fund......................................................38
9.01 Trustee and Trust Agreement..........................................38
9.02 Expenses.............................................................38
9.03 Investment Funds.....................................................38
9.04 Investment Elections by Members......................................39
9.05 Investment Election Changes..........................................39
9.06 Reallocation Among Funds.............................................39
9.07 Transferred Amounts..................................................40
9.08 Interim Investment Fund..............................................40
9.09 Member Loans.........................................................40
9.10 Loan Requirements....................................................41
Article X: Administration...................................................45
10.01 The Committee.......................................................45
10.02 Powers..............................................................45
10.03 Quorum and Committee Actions........................................46
10.04 Insufficient Information............................................46
10.05 Investment Committee................................................47
10.06 Liability Insurance and Indemnification.............................47
10.07 Qualified Domestic Relations Orders.................................47
10.08 Fiduciary Standard..................................................47
10.09 Facility of Payment.................................................48
10.10 Valuation Dates.....................................................48
Article XI: Amendment, Termination, and Merger..............................49
11.01 Right to Terminate or Amend.........................................49
11.02 Termination Procedures..............................................49
11.03 Merger, Consolidation, or Transfer of Plan Assets...................50
Article XII: General Provisions.............................................51
12.01 Uniform Administration..............................................51
12.02 Source of Payment...................................................51
12.03 No Right to Employment..............................................51
12.04 Benefits Not Assignable.............................................51
12.05 Laws Applicable.....................................................51
12.06 Election Procedures.................................................51
12.07 Top-Heavy Requirements..............................................52
12.08 Gender and Number...................................................53
12.09 Interpretations Relating to Alternate Payees........................53
5
<PAGE> 6
WEIGHT WATCHERS SAVINGS PLAN
TABLE OF CONTENTS
Page #
Article XIII: Claims Procedure..............................................54
13.01 Application for Payment.............................................54
13.02 Disposition of Claim................................................54
13.03 Appeals.............................................................54
13.04 Committee Decision Final............................................54
Article XIV: Signature......................................................55
6
<PAGE> 7
WEIGHT WATCHERS SAVINGS PLAN
ARTICLE I: INTRODUCTION
1.01 NAME.
This Plan shall be known as the Weight Watchers Savings Plan (the
"Plan").
1.02 PURPOSE.
The purpose of the Plan is to assure a competitive compensation program
for Employees by establishing a retirement plan which combines monthly
Employer contributions for the account of each eligible Employee with a
formal savings program under which Employees may elect to have tax
deferred savings supplemented by matching amounts derived from Employer
contributions. The Plan provides an additional incentive for the
Employees to remain in the employ of the Employer.
1.03 STATUS UNDER CODE.
This Plan is intended to be a qualified plan under section 401(a) of
the Code. The Plan as a whole is designed to qualify as a
profit-sharing plan, provided that Employer contributions shall be made
to the Plan without regard to current or accumulated earnings and
profits. The provisions of the Plan concerning Tax Deferred
Contributions are intended to constitute a cash or deferred arrangement
under section 401(k) of the Code.
1.04 EFFECTIVE DATE.
The Plan is effective October 3, 1999.
1
<PAGE> 8
ARTICLE II: DEFINITIONS
2.01 DEFINED TERMS.
Unless otherwise required by the context, the terms used herein shall
have the meanings set forth in this Article II.
2.02 ACCOUNT(S).
Account(s) shall mean the Tax Deferred Account, the Matching Account,
the After Tax Account, the Profit Sharing Contribution Account and/or
the Rollover Account.
2.03 AFFILIATE.
Affiliate shall mean any corporation which is a member of a controlled
group of corporations (within the meaning of section 414(b) of the
Code), which also includes as a member the Employer, a trade or
business under common control (within the meaning of section 414(c) of
the Code) with the Employer, any organization (whether or not
incorporated) which is a member of an affiliated service group (within
the meaning of section 414(m) of the Code) which includes the Employer
and any other organization or arrangement to the extent aggregation is
required pursuant to section 414(o) of the Code. For purposes of
paragraph 4.10 only, the definitions in sections 414(b) and (c) of the
Code shall be modified as provided in section 415(h) of the Code.
2.04 AFTER TAX ACCOUNT
After Tax Account shall mean the account into which were credited After
Tax Contributions, and earnings attributable thereto.
2.05 AFTER TAX CONTRIBUTIONS
After Tax Contributions shall mean contributions made by a Member,
prior to the effective date of the Plan, under either the H.J. Heinz
Company Employees Retirement and Savings Plan or the H.J. Heinz Company
SAVER Plan, and which, subsequent to the effective date of the Plan,
are credited to the Member's After Tax Account.
2.06 ALTERNATE PAYEE
Alternate Payee shall mean a person designated to receive payments or
distributions pursuant to a Qualified Domestic Relations Order.
2.07 ANNUAL ADDITIONS
Annual Additions shall mean, for any calendar year, the sum of:
(a) the Employer contributions (including Tax Deferred
Contributions) made on behalf of the Member for such calendar
year; and
2
<PAGE> 9
(b) Forfeitures, if applicable,
that have been allocated to the Member's Accounts under this Plan or
his accounts under any other qualified defined contribution plan
sponsored by the Employer. For purposes of this paragraph, any Tax
Deferred Contributions distributed under the provisions of paragraph
4.05 and any Matching Contributions which may have been distributed or
forfeited under the provisions of paragraphs 4.02, 4.05, or 4.10 shall
be included in the Annual Addition for the year allocated.
2.08 BENEFICIARY
Beneficiary shall mean any person or persons (natural or otherwise)
designated by a Member, in accordance with procedures prescribed by the
Committee, to receive benefits payable in the event of the death of the
Member. If a married Member designates a Beneficiary who is other than
his spouse, then such designation must be consented to and signed by
both the Member and his spouse and witnessed by a Plan representative
or notary public, unless such requirement is waived because it is
established in accordance with procedures prescribed by the Committee
that there is no spouse, the spouse cannot be located, the spouse is
legally incompetent (in which case the consent of the legal guardian is
required), the Member is legally separated or has been abandoned by his
spouse (as determined according to local law), or for such other
reasons as may be prescribed by applicable regulations. If no such
designation is in effect at the time of death of the Member, or the
person(s) so designated do not survive the Member, the Beneficiary
shall be deemed to be the Member's surviving spouse, if any; otherwise
the Beneficiary shall be the estate of the Member. A Member may change
his Beneficiary at any time, provided that the spousal consent
requirements above are fulfilled, if applicable.
2.09 BOARD OF DIRECTORS
Board of Directors shall mean the Board of Directors of Weight Watchers
International or the Executive Committee of such Board.
2.10 BREAK IN SERVICE
Break in Service shall mean a Period of Severance of 12 consecutive
months or longer. Notwithstanding the foregoing, if an Employee's
service is terminated or if the Employee is otherwise absent from work
due to the Employee's pregnancy, birth of the Employee's child,
placement of a child with the Employee in connection with the adoption
by the Employee of that child or for purposes of caring for that child
for a period following the birth or placement, a Break in Service shall
occur only if the Employee is not reemployed or does not return to
active service prior to the second anniversary of the Employee's
Severance from Service Date; and provided
3
<PAGE> 10
further that the first year of such absence, measured from his
Severance from Service Date, shall not be considered in determining a
Member's "period of Break in Service" for purposes of paragraphs 2.50
and 5.06.
2.11 CODE
Code shall mean the Internal Revenue Code of 1986, as amended from time
to time.
2.12 COMMITTEE
Committee shall mean the committee appointed by the Board of Directors
or such other committee or board as the Board of Directors may
subsequently designate as being responsible for the general
administration of the Plan.
2.13 COMPENSATION
Compensation shall mean the Employee's total salary, wages, fees and
other remuneration received in the Plan Year for personal services
actually rendered in the course of employment with the Employers,
including, but not by way of limitation, bonuses, overtime payments and
commissions, and shall exclude deferred compensation, stock options and
other distributions which receive special tax benefits under the Code,
all such inclusions and exclusions to be determined consistently with
Treasury Regulation section 1.415-2(d), which is hereby incorporated by
reference. Except as otherwise provided, compensation shall be
determined after any reduction of Eligible Earnings pursuant to
paragraph 4.02 and after any pre-tax contributions under a cafeteria
plan under section 125 of the Code.
2.14 COMPENSATION LIMIT
Compensation Limit shall mean $160,000, as adjusted pursuant to
sections 401(a)(17) and 415(d) of the Code.
2.15 CONTINUOUS MEMBERSHIP
Continuous Membership shall mean any uninterrupted period during which
an Employee has been a Member of the Plan, including any periods of
suspension of contributions so long as there is a balance in his
Accounts.
2.16 DISABILITY
Disability shall mean a physical or mental condition of a Member that,
based on satisfactory medical evidence acceptable to the Committee, is
believed to be permanent and to render the Member unfit to perform
duties for the Employer.
4
<PAGE> 11
2.17 DISCHARGE WITHOUT CAUSE
Discharge without cause shall mean involuntary termination of
employment with the Employer because of job elimination, plant shutdown
or permanent layoff in connection with a reduction in force.
2.18 ELIGIBILITY COMPUTATION PERIOD
Eligibility Computation Period shall mean the 12 consecutive month
period beginning on an individual's Employment Commencement Date and
the 12 consecutive month period beginning on the first day of the Plan
Year commencing after the Employment Commencement Date.
2.19 ELIGIBLE EARNINGS
Eligible Earnings shall mean all cash remuneration payable to an
Employee before payroll withholding, including sales incentive payments
and bonuses, but excluding hiring, retention and referral bonuses,
short-term housing relocation allowances, overseas allowances amounts
received by the Member under long term incentive plans or amounts
previously deferred, severance payments, Employer contributions under
welfare or retirement programs, all classroom and related meeting pay
for Salaried Employees, suggestion system awards and prizes,
reimbursements for business, travel, or entertainment expenses incurred
by the Member and not reported as wages for federal tax purposes, and
any amounts designated as a "Vacation Bonus" relating to the number of
meetings facilitated by an Employee working in the field. Any amounts
by which an Employee's cash compensation is reduced at the Employee's
election pursuant to plans maintained by the Employer which are
described in section 125 of the Code or section 401(k) of the Code
shall be included, but cash or other benefits payable to the Employee
from such plans shall be excluded. In all cases of doubt as to
determination of Eligible Earnings, the decision of the Committee shall
be final.
2.20 ELIGIBLE RETIREMENT PLAN
Eligible Retirement Plan shall have the meaning set forth in section
401(a)(31)(D) of the Code.
2.21 ELIGIBLE ROLLOVER DISTRIBUTION
Eligible Rollover Distribution shall have the meaning set forth in
section 401(a)(31)(D) of the Code.
2.22 EMPLOYEE
Employee shall mean any person employed by an Employer who receives a
regular stated compensation from the Employer other than a pension,
retainer or fee under contract, provided that such term shall not
include:
5
<PAGE> 12
(a) a person who is a nonresident alien, unless such person
receives remuneration from the Employer that is considered to
be U.S.-source income;
(b) A person whose compensation is established under a collective
bargaining agreement, unless such agreement specifically
provides for membership in the Plan;
(c) A Leased Employee, provided that if a person who originally
performs services for the Employer as a Leased Employee (or in
a status which would be that of a Leased Employee if such
services had been on a substantially full time basis for a
period of at least one year) becomes an Employee, or in the
event an Employee becomes employed by the Employer as a Leased
Employee, any service rendered with the Employer as a Leased
Employee (or in a status which would be that of a Leased
Employee if such services had been on a substantially full
time basis for a period of at least one year) shall be counted
in determining (i) eligibility under paragraph 3.01 (except
that he shall not by reason of that status be eligible to
become a Member) and (ii) Continuous Membership and years of
Service for vesting under paragraph 5.01.
(d) However, "Employee" shall exclude any individual retained by
an Employer to perform services for the Employer (for either a
definite or indefinite duration) and is characterized thereby
as a fee-for-service worker or independent contractor or in a
similar capacity (rather than in the capacity of an employee),
regardless of such individual's status under common law,
including, without limitation, any such individual who is or
has been determined by a third party, including, without
limitation, a government agency or board or court or
arbitrator, to be an employee of the Employer for any purpose,
including, without limitation, for purposes of any employee
benefit plan of the Employer (including this Plan) or for
purposes of federal, state or local tax withholding,
employment tax or employment law.
Notwithstanding the foregoing, a Member while in receipt of disability income
payments under a long-term disability program sponsored by the employer shall be
treated as an Employee until the date he ceases to be eligible for payments
under such program or until age 65 or his earlier Retirement or termination of
Employee status.
2.23 EMPLOYER
Employer shall mean, as the case may be, Weight Watchers International
and any Affiliate of Weight Watchers International that adopts the
plan.
6
<PAGE> 13
2.24 EMPLOYMENT COMMENCEMENT DATE
Employment Commencement Date shall mean the first day of any period for
which a person is paid or entitled to payment for performance of duties
for the Employer or an Affiliate; provided, however, the Employment
Commencement Date of any person employed by an Affiliate may not be
earlier than the date the Affiliate becomes such as described in
paragraph 2.03, except as otherwise directed by the Board of Directors
or required by law.
2.25 ERISA
ERISA shall mean the Employee Retirement Income Security Act of 1974,
as amended form time to time.
2.26 FAIR MARKET VALUE
Fair Market Value as of a particular date with respect to stock of the
H.J. Heinz Company shall mean the closing price per share on such date
(or, if such date is not a business day, the first business day
immediately preceding such date) on the New York Stock Exchange.
2.27 FUND OR INVESTMENT FUND(S).
Fund or Investment Fund(s) shall mean one or more of the funds in which
Member and Employer contributions to the Plan are invested in
accordance with Article IX.
2.28 HIGHLY COMPENSATED EMPLOYEE
Highly Compensated Employee shall mean, for tax years beginning after
December 31, 1996, an individual determined in accordance with section
414(q) of the Code, and with such rules and regulations as shall be
promulgated by the Internal Revenue Service pursuant to such section,
and shall mean an Employee who:
(i) was a 5% owner (as defined in section 416(i)(1) of the Code)
with respect to an Employer or an Affiliate during the Plan
Year being tested or the preceding Plan Year, or
(ii) earned more than $80,000 of Section 414(q) compensation (as
defined in section 414(q)(4) of the Code) in the preceding
Plan Year; provided however, the $80,000 amount is subject to
adjustment as provided under section 415 of the Code, except
that the base period shall be the calendar quarter ending
September 30, 1996.
For purposes of the this provision, a former Employee shall be treated
as a Highly Compensated Employee if such former Employee was a Highly
Compensated Employee when such former Employee separated from service,
7
<PAGE> 14
or such former Employee was a Highly Compensated Employee at any time
after attaining age 55.
2.29 HOUR OF SERVICE
Hour of Service shall mean, with respect to any Eligibility Computation
Period:
(a) each hour for which a person is paid or entitled to payment
for the performance of duties for the Employer or an
Affiliate;
(b) each hour for which a person is paid or entitled to payment by
the Employer or an Affiliate directly or indirectly, on
account of a period during which no duties are performed,
whether or not the employment relationship has terminated due
to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of
absence, but not in excess of 501 hours for any such single
continuous period;
(c) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer or an
Affiliate, excluding any hour credited under paragraphs (a) or
(b) above, which shall be credited to the computation period
or periods to which the award, agreement or payment pertains,
rather than to the computation period in which the award,
agreement or payment is made; and
(d) no hours shall be credited on account of any period during
which a person performs no duties and receives payment solely
for the purpose of complying with workers' compensation,
unemployment compensation, or disability insurance laws.
The Hours of Service to be credited shall be determined pursuant to
Title 29 of the Code of Federal Regulations, section 2530.200b-2(b) and
(c) as promulgated by the United States Department of Labor.
2.30 INVESTMENT COMMITTEE
Investment Committee shall mean the Investment Committee appointed by
the Board of Directors as prescribed in paragraph 10.05 or such other
committee or board as the Board of Directors may subsequently designate
as being responsible for the duties prescribed for the Investment
Committee in this Plan.
2.31 KEY EMPLOYEE
Key Employee shall have the meaning set forth in section 416(i) of the
Code.
2.32 LEASED EMPLOYEE
Leased Employee shall have the meaning as set forth in Section 414(n)
of the Code.
8
<PAGE> 15
2.33 MATCHING ACCOUNT
Matching Account shall mean the account into which are credited
Matching Contributions, and earnings attributable thereto.
2.34 MATCHING CONTRIBUTIONS
Matching Contributions shall mean contributions made by the Employer on
a Member's behalf pursuant to paragraph 4.06(a).
2.35 MEMBER
Member shall mean an Employee who meets the requirements of paragraph
3.01 or who has an undistributed balance.
2.36 PAYROLL PERIOD
Payroll Period shall mean the weekly, biweekly, semimonthly or monthly
period that is the basis for the Employer's regular payment of
remuneration to the Employee.
2.37 PERIOD OF SERVICE
Period of Service shall mean a period beginning on an Employment
Commencement Date and ending on the next Severance from Service Date.
2.38 PERIOD OF SEVERANCE
Period of Severance shall mean a period beginning on a Severance from
Service Date and ending on the next Employment Commencement Date.
2.39 PLAN.
Plan shall mean the Weight Watchers Savings Plan.
2.40 PLAN YEAR
Plan Year shall mean the calendar year, except that the first Plan Year
shall begin on the date the Plan is effective and shall end on December
31, 1999.
2.41 PROFIT SHARING CONTRIBUTION
Profit Sharing Contribution shall mean the Employer contributions
pursuant to paragraph 4.01.
2.42 PROFIT SHARING CONTRIBUTION ACCOUNT
Profit Sharing Contribution Account shall mean the account into which
are credited Profit Sharing Contributions and earnings attributable
thereto.
2.43 QUALIFIED DOMESTIC RELATIONS ORDER
Qualified Domestic Relations Order shall mean any judgment, decree, or
order which:
9
<PAGE> 16
(a) creates for, or assigns to, a spouse, former spouse, child or
other dependent of a Member the right to receive all or a
portion of the Member's benefits under the Plan for the
purpose of providing child support, alimony payments or
marital property rights to that spouse, child or dependent,
(b) is made pursuant to a state domestic relations law,
(c) does not require the Plan to provide any type of benefit, or
any option, not otherwise provided under the Plan, and
(d) otherwise meets the requirements of section 206(d)(3) of
ERISA, as determined by the Committee.
2.44 QUALIFIED NONELECTIVE CONTRIBUTIONS
Qualified Nonelective Contributions shall mean discretionary
contributions by the Employer which are made pursuant to paragraph
4.06(d).
2.45 RETIRED MEMBER
Retired Member shall mean a Member who has commenced Retirement and who
has an Account balance remaining in the Plan.
2.46 RETIREMENT
Retirement shall mean cessation of work for the Employer on or after
attainment of age 55.
2.47 ROLLOVER ACCOUNT
Rollover Account shall mean the account into which shall be credited
Rollover Contributions.
2.48 ROLLOVER CONTRIBUTIONS
Rollover Contributions shall mean contributions made by or on behalf of
a Member pursuant to paragraph 4.07.
2.49 SALARIED EMPLOYEE
Salaried Employee shall mean any Employee whose base compensation from
the Employer is not an hourly wage.
2.50 SERVICE
Service shall mean the aggregate of all Periods of Service and all
Periods of Severance of less than 12 consecutive months, excluding
periods prior to a Break in Service of 5 years or more by a Member who
is not vested in his Matching Account and Profit Sharing Contribution
Account prior to such Break in Service.
2.51 SEVERANCE FROM SERVICE DATE
Severance from Service Date shall mean the earlier of:
10
<PAGE> 17
(a) the date the Employee quits, is discharged, retires, dies or
otherwise is terminated from employment with the Employer or
an Affiliate, or
(b) the first anniversary of the date of a period in which the
employee remains absent from work for any other reason.
2.52 STOCK ACCOUNT
Stock Account shall mean the separate account for a Member to which are
allocated shares of stock of the H.J. Heinz Company pursuant to
paragraph 9.07.
2.53 STOCK FUND
Stock Fund shall mean the Investment Fund established pursuant to
paragraph 9.03 which is invested entirely or primarily in shares of
stock of the H.J. Heinz Company.
2.54 TAX DEFERRED ACCOUNT
Tax Deferred Account shall mean the account into which are credited Tax
Deferred Contributions (including nonelective contributions that have
been treated as elective contributions), and earnings attributable
thereto.
2.55 TAX DEFERRED CONTRIBUTIONS
Tax Deferred Contributions shall mean contributions made by the
Employer on a Member's behalf pursuant to paragraph 4.02.
2.56 TRUST AGREEMENT
Trust Agreement shall mean any agreement and amendments thereto entered
into between the Employer and the Trustee to carry out the provisions
of the Plan.
2.57 TRUST FUND
Trust Fund shall mean the cash and other properties held and
administered by the Trustee pursuant to the Trust Agreement to carry
out the provisions of the Plan.
2.58 TRUSTEE
Trustee shall mean the one or more designated trustees acting at any
time under any Trust Agreement.
2.59 VALUATION DATE
Valuation Date shall mean the date or dates in each calendar month on
which any valuation is made, as determined under Committee procedures
established pursuant to paragraph 10.10.
11
<PAGE> 18
ARTICLE III: MEMBERSHIP
3.01 ELIGIBILITY AND ENROLLMENT.
An Employee shall become a Member of the Plan according to the
following rules:
(a) A Salaried Employee shall become a Member on the first day of
the month following his Employment Commencement Date or, if
later, the first day of the month coincident with or following
the Employee's becoming a Salaried Employee.
(b) An Employee other than a Salaried Employee shall become a
Member on the first day of the month following completion of
an Eligibility Computation Period during which he has
performed 1,000 or more Hours of Service.
(c) Notwithstanding subparagraphs (a) and (b), an individual who
becomes an Employee as a result of an acquisition of all or
part of the assets or stock of the prior employer of such
individual by an Employer shall be eligible to become a Member
of the Plan on the earlier of:
(i) the first day of the month coincident with or next
following the expiration of 6 months from the date of
such acquisition, or
(ii) the date specified by the Committee,
provided such individual is then an Employee.
An eligible Employee shall be enrolled as a Member automatically upon
satisfaction of the requirements of this paragraph 3.01.
3.02 CESSATION OF MEMBERSHIP.
Membership shall continue so long as there is a balance in the
Employee's Accounts. Membership in the Plan shall cease upon death or
when an Employee's Accounts have been forfeited or completely
distributed or withdrawn.
3.03 CESSATION AND RESUMPTION OF EMPLOYMENT STATUS. A Member who ceases to
be an Employee as defined in paragraph 2.22 shall not be eligible to
have Tax Deferred Contributions, Matching Contributions or Profit
Sharing Contributions made to the Plan on his behalf or allocated to
his Accounts, but shall continue to be a Member of the Plan until he
ceases to have any balance in his Accounts. If a Member or former
Member is rehired or otherwise resumes Employee status, as of the date
of such resumption he shall again become entitled to an allocation of
Profit Sharing Contributions,
12
<PAGE> 19
Tax Deferred Contributions and Matching Contributions shall resume
(unless he elects otherwise).
3.04 MILITARY SERVICE.
Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, and service credit with respect to qualified
military service will be provided in accordance with section 414(u) of
the Code, effective for reemployment on or after December 12, 1994.
13
<PAGE> 20
ARTICLE IV: CONTRIBUTIONS
4.01 PROFIT SHARING CONTRIBUTIONS.
The Employer shall contribute on a monthly basis on behalf of each
Member who is a Salaried Employee during such month an amount equal to
the applicable percentage (determined on the basis of the member's
attained age at the end of the month) of the Member's Eligible Earnings
for the month (up to the Compensation Limit), as derived from the
following table:
Years of Attained Age: Contribution Rate:
Less than 25 0.50 %
At least 25 but less than 30 0.75 %
At least 30 but less than 35 1.50 %
At least 35 but less than 40 2.50 %
At least 40 but less than 45 3.50 %
At least 45 but less than 50 4.50 %
At least 50 but less than 55 5.50 %
At least 55 but less than 60 6.00 %
60 and over 6.50 %
Notwithstanding the foregoing, no such contribution shall be made to
any Employee who is classified as senior manager level (or above)
earning base compensation at an annual rate which exceeds the $80,000
amount specified in, and subject to adjustment under, the provisions of
paragraph 2.28(ii).
In the case of a Member who ceases active employment as a result of
Disability but who retains Employee status, Profit Sharing
Contributions under the provisions of this paragraph shall continue,
subject to paragraph 4.10(b), with the Member's monthly rate of
compensation prior to the commencement of disability income payments
under a long-term disability program sponsored by the Employer being
treated as his Eligible Earnings for this purpose, until the Member
reaches age 65 or elects Retirement.
4.02 TAX DEFERRED CONTRIBUTIONS.
Each Member is entitled to have Tax Deferred Contributions made by the
Employer on his behalf for each Payroll Period.
(a) Tax Deferred Contributions may be in an amount equal to any
whole percentage of a Member's Eligible Earnings for that
Payroll Period not less than 1% of his Eligible Earnings for
that Payroll Period (up to the Compensation Limit) nor more
than 13% of his Eligible Earnings for
14
<PAGE> 21
that Payroll Period (up to the Compensation Limit). An
election by a Member to have Tax Deferred Contributions made
on his behalf constitutes an authorization to the Employer to
reduce the Member's cash remuneration by an amount equal to
the Tax Deferred Contributions. Tax Deferred Contributions for
any Plan Year may be elected only with respect to Eligible
Earnings that would have been received by the Member in the
Plan Year but for his election to defer under this paragraph
4.02. Tax Deferred Contributions pursuant to this subparagraph
(a) shall be made by the Employer to the Trustee in cash
within a reasonable time after the end of the Payroll Period
to which such contributions relate. Tax Deferred Contributions
may be limited by paragraph 4.05 dealing with the actual
deferral percentage for Highly Compensated Employees, by
paragraph 4.10 imposing limits on Annual Additions, by
paragraph 6.06 in the case of a hardship withdrawal, and by
the following subparagraphs.
(i) In the case of an Employee who, prior to the
effective date of the Plan, was participating in the
H.J. Heinz Company Employees Retirement and Savings
Plan or the H.J. Heinz Company SAVER Plan and who had
a Tax Deferred Contribution election in effect under
either of those plans, such Member's election shall
continue in effect on and after the effective date of
the Plan unless changed in accordance with paragraph
4.03.
(ii) An Employee who, prior to the effective date of the
Plan, was eligible to elect Tax Deferred
Contributions under the H.J. Heinz Company Employees
Retirement and Savings Plan or the H.J. Heinz Company
SAVER Plan but who did not have an election in effect
may initiate an election on or after the effective
date of the Plan in accordance with procedures
prescribed by the Committee.
(iii) Except in the case of an Employee described in (i) or
(ii) above, a Member who is a Salaried Employee shall
be deemed to have elected to have Tax Deferred
Contributions made by the Employer on his behalf for
each Payroll Period in an amount equal to 3% of his
Eligible Earnings (up to the Compensation Limit), and
to have authorized the Employer to reduce his cash
remuneration payable while a Member by an equal
amount, unless he elects, in accordance with
procedures prescribed by the Committee, to have no
Tax Deferred Contributions made on his behalf or to
have Tax Deferred Contributions made on his behalf at
a different rate.
(b) A Member's Tax Deferred Contributions under subparagraph(a) in
any calendar year shall not exceed $10,000, or such adjusted
amount as
15
<PAGE> 22
may be prescribed pursuant to sections 402(g)(5) and 415(d) of
the Code, reduced by the sum of all other elective deferrals
(as defined in regulations pursuant to section 402(g) of the
Code) during such year under other plans, contracts or
arrangements maintained by the Employer or any Affiliate. If a
Member's Tax Deferred Contributions in a calendar year reach
the applicable dollar limitation for such year, his election
of Tax Deferred Contributions for the remainder of the
calendar year will be canceled. As of the first pay period of
the following calendar year, the Member's election of Tax
Deferred Contributions shall again become effective in
accordance with his previous election.
(c) If a Member makes elective deferrals under another qualified
defined contribution plan for any calendar year and those
contributions when added to his Tax Deferred Contributions
under this Plan exceed the dollar limitation set forth above
for that calendar year, the Member may allocate all or a
portion of such excess deferrals to this Plan. In that event,
the excess deferrals (together with income allocable thereto
determined by any reasonable method consistent with
regulations pursuant to section 402(g) of the Code) shall be
returned to the Member no later than the April 15 following
the end of the calendar year in which the excess deferrals
were made. The Plan shall not be required to return excess
deferrals unless the Member notifies the Committee, in
writing, by March 1 of that following calendar year of the
amount of the excess deferrals allocated to this Plan.
However, a Member who has excess deferrals calculated by
taking into account only elective deferrals under this Plan
and other plans, contracts or arrangements maintained by the
Employer or any Affiliate shall be deemed to have made an
election pursuant to this subparagraph (c) with respect to
such excess deferral. The amount of excess deferrals that may
be distributed pursuant to this subparagraph shall be
determined after taking into account any amounts previously
recharacterized or distributed pursuant to paragraph 4.05.
(d) If any Matching Contributions have been allocated with respect
to excess deferrals, they shall be forfeited and applied as
provided in paragraph 5.07.
(e) In the event that Tax Deferred Contributions are returned to
the Employer in accordance with the provisions of paragraph
4.13, the elections to reduce Eligible Earnings which were
made by Members on whose behalf those contributions were made
shall be void retroactively to the beginning of the period for
which those contributions were made. The Tax Deferred
Contributions so returned shall be distributed in cash to
those Members for whom those contributions were made.
16
<PAGE> 23
4.03 CHANGE IN TAX DEFERRED CONTRIBUTIONS.
Subject to the provisions of paragraph 4.02, a Member may change the
percentage elected pursuant to paragraph 4.02, in accordance with
procedures described by the Committee. A Member shall be permitted to
change such Tax Deferred Contribution Percentage on the first of any
month by giving the Employer adequate notice in accordance with
procedures prescribed by the Committee.
4.04 SUSPENSION OF TAX DEFERRED CONTRIBUTIONS.
(a) In accordance with procedures prescribed by the Committee, a
Member may suspend Tax Deferred Contributions under paragraph
4.02. During such a period of suspension, the Employer shall
make no monthly contributions on behalf of such Member to the
Matching Account of such Member pursuant to paragraph 4.09(c).
(b) In accordance with procedures prescribed by the Committee, a
Member who has suspended Tax Deferred Contributions may elect
resumption thereof in accordance with paragraph 4.02.
(c) A Member who is granted an authorized leave of absence by the
Employer shall be deemed to have suspended Tax Deferred
Contributions pursuant to subparagraph (a) of this paragraph
4.04 and immediately upon completion of his leave of absence
Tax Deferred Contributions shall resume in accordance with the
election previously in effect unless changed by the Member in
accordance with paragraph 4.03.
4.05 LIMITATION ON TAX DEFERRED CONTRIBUTIONS.
Notwithstanding paragraph 4.02, the limitations of this paragraph 4.05
shall apply with respect to Highly Compensated Employees.
(a) The actual deferral percentage for Highly Compensated Employees
shall not exceed the greater of (i) or (ii) below:
(i) The actual deferral percentage for all other eligible
Employees multiplied by 1.25; (ii) The lesser of (A) or (B)
below:
(A) the actual deferral percentage for all other
eligible Employees multiplied by 2.0;
(B) the actual deferral percentage for all other
eligible Employees increased by two
percentage points
(or such lesser amount as may be applicable pursuant to
paragraph 4.12).
(b) For purposes of this paragraph 4.05, the actual deferral
percentage for a specified group of eligible Employees for a
Plan Year shall be the
17
<PAGE> 24
average (calculated to the nearest hundredth of a percentage
point) of the ratios (calculated separately to the nearest
hundredth of a percentage point for each Employee in the
group) of:
(i) The sum of the amount of Tax Deferred Contributions
(and, if applicable, Qualified Nonelective
Contributions) actually paid to the Trust Fund on
behalf of each such Employee for such Plan Year
(whether or not such contributions are returned to
the Member pursuant to the rules on excess tax
deferred contributions in paragraph 4.02(c)), to
(ii) The Employee's Compensation for the Plan Year, taking
into account for this purpose only the portion of the
Plan Year after the Employee has become eligible for
the Plan.
(c) The Committee may implement rules, consistent with regulations
under the Code, whereby Tax Deferred Contributions by any
Member or group of Members may be limited in advance to a
lesser percentage than the otherwise allowable maximum,
whereby Tax Deferred Contributions may be decreased, suspended
or otherwise modified to meet the requirements of this
paragraph 4.05, or whereby Tax Deferred Contributions may be
disposed of by distribution to some or all Highly Compensated
Employees, in accordance with the following guidelines, so
that the limitation set forth in this paragraph 4.05 is
satisfied.
(i) With respect to any Plan Year in which Tax Deferred
Contributions made on behalf of Members who are
Highly Compensated Employees exceed the applicable
limit set forth in this paragraph 4.05, the Committee
may reduce the amount of excess Tax Deferred
Contributions made on behalf of such Highly
Compensated Employees as described. Any distribution
of the excess Tax Deferred Contributions for any Plan
Year shall be made to the Highly Compensated Employee
on the basis of the Highly Compensated Employee who
had the greatest dollar amount of Tax Deferred
Contributions by such Highly Compensated Employee to
the extent necessary to satisfy the actual deferral
percentage test. This process shall be repeated until
the actual deferral percentage test is satisfied, in
accordance with applicable legal guidance.
(ii) Excess contributions subject to reduction under (i)
above ("excess contributions"), together with income
attributable to the excess contributions, shall be
paid to the Member before the close of the Plan Year
following the Plan Year in which the
18
<PAGE> 25
excess contributions were made and, to the extent
practicable, within 2 1/2 months of the close of the
Plan Year in which the excess contributions were
made. Any excess contributions for any Plan Year
shall be reduced by any Tax Deferred Contributions
previously returned to the Member under paragraph
4.02(d) for that Plan Year. If any Matching
Contributions have been allocated with respect to
excess contributions, they shall be forfeited and
applied as provided in paragraph 5.07.
(d) The amount of income attributable to the excess contributions
for a Plan Year shall be determined by any reasonable method
consistent with regulations pursuant to section 401(k) of the
Code.
(e) The limitations and other provisions of this paragraph shall
be applied separately with respect to Members who are
Employees of Weight Watchers International and its Affiliates
and to Members who are Employees of WeightWatchers.com and its
Affiliates.
4.06 MATCHING CONTRIBUTIONS.
In addition to contributions pursuant to paragraphs 4.01 and 4.02, the
Employer shall make contributions in accordance with the following:
(a) The Employer shall contribute to the Trustee on a monthly
basis an amount equal to the aggregate of the Tax Deferred
Contributions under paragraph 4.02 on behalf of all Members
for the Payroll Period ending in or with such month
(disregarding the portion of the Tax Deferred Contributions
for any Member which is in excess of 3% of the Member's
Eligible Earnings) for such Payroll Period. Contributions
pursuant to this subparagraph shall be made by the Employer to
the Trustee in cash within a reasonable time after the end of
the month to which such contributions relate and are subject
to the limitations of paragraph 4.05(c)(ii) and paragraph
4.08.
(b) The Employer shall contribute to the Trustee not later than
September 15, 1999 an additional amount for each Member who
was a participant in the H.J. Heinz Company SAVER Plan on
October 3, 1999, is an Employee on December 31, 1999 and whose
Eligible Earnings from the Employer and from the H.J. Heinz
Company for the 1999 Plan Year exceed $15,000. Such additional
amount shall be equal to the aggregate of the Member's Tax
Deferred Contributions under Section 4.02 of the H.J. Heinz
SAVER Plan for the 1999 Plan Year (disregarding the portion of
such Tax Deferred Contributions in excess of 3% of the
Member's Eligible Earnings from the H.J. Heinz Company for
such Plan Year). Contributions pursuant to this
19
<PAGE> 26
subparagraph are subject to the limitations of paragraph 4.08
and shall be credited to the Member's Matching Account.
(c) In addition, the Employer shall contribute from time to time
such amounts as may be required for restoration of forfeitures
pursuant to paragraph 5.06.
(d) In addition, the Employer may in its discretion contribute
from time to time such amounts which meet the requirements for
"qualified nonelective contributions" under regulations
pursuant to sections 401(k) and (m) of the Code as it shall
determine to be appropriate to enable the Plan to satisfy the
limitations of paragraphs 4.05 and/or 4.08.
4.07 ROLLOVER CONTRIBUTIONS.
With the permission of the Committee and without regard to any
limitations on contribution percentages for Highly Compensated
Employees in paragraphs 4.05 and 4.08 or limitations on Annual
Additions in paragraph 4.10, the Plan may receive from a Member or from
another plan which is qualified under section 401(a) of the Code, any
amount which qualifies as an Eligible Rollover Distribution or
otherwise qualifies for rollover treatment under Code section
408(d)(3)(A)(ii), provided that the Member provides evidence
satisfactory to the Committee that such amount so qualifies. Rollover
contributions which are not directly transferred from another qualified
plan must be paid to the Trustee on or before the 60th day after having
been received by the Member. Direct transfers may be accomplished by
wire transfer to the Trustee or by delivery to the Trustee of a check
made out to the Plan or to the Trustee, as prescribed by the Committee.
4.08 LIMITATION BASED ON CONTRIBUTION PERCENTAGE.
After application of the provisions of paragraph 4.05 above, the
regular contribution percentage for Highly Compensated Employees shall
be subject to the limitations of this paragraph 4.08.
(a) The regular contribution percentage for Highly Compensated
Employees who are Members or eligible to become Members or
eligible to become Members shall not exceed the greater of (i)
or (ii) below:
(i) The regular contribution percentage for all other
eligible Employees multiplied by 1.25; (ii) The
lesser of (A) or (B) below:
(A) the regular contribution percentage for all
other eligible Employees, multiplied by 2.0;
(B) the regular contribution percentage for all
other eligible Employees increased by two
percentage points
20
<PAGE> 27
(or such lesser amount as may be applicable pursuant to
paragraph 4.12).
(b) For purposes of this paragraph 4.08, the regular contribution
percentage for a specified group of eligible Employees for a
Plan Year shall be the average (calculated to the nearest
hundredth of a percentage point) of the ratios (calculated
separately to the nearest hundredth of a percentage point for
each Employee in the group) of:
(i) The sum of the amounts allocable under paragraph 4.09
to the Employee's Matching Account for that Plan Year
(plus Qualified Nonelective Contributions, if
applicable), to
(ii) The Employee's Compensation for the Plan Year, taking
into account for this purpose only the portion of the
Plan Year after the Employee has become eligible for
the Plan.
(c) In the event the Committee determines that the limitation
under subparagraph (a) of this paragraph 4.08 would be
exceeded in any Plan Year, the following provisions shall
apply:
(i) With respect to any Plan Year in which Matching
Contributions made on behalf of Members who are
Highly Compensated Employees exceed the applicable
limit set forth in this paragraph 4.08, the Committee
may reduce the amount of excess Matching
Contributions made on behalf of such Highly
Compensated Employees as described. Any distribution
of the excess Matching Contributions for any Plan
Year shall be made to the Highly Compensated Employee
on the basis of the Highly Compensated Employee who
had the greatest dollar amount of Matching
Contributions on behalf of such Highly Compensated
Employee to the extent necessary to satisfy the
actual contribution percentage test. This process
shall be repeated until the actual contribution
percentage test is satisfied, in accordance with
applicable legal guidance.
(ii) Any contributions allocable to the Matching
Contributions subject to reduction under this
paragraph ("excess aggregate contributions"),
together with income attributable to the excess
aggregate contributions, shall be reduced as follows:
(A) Such reduction amounts shall be applied by
paying to the Member a part of the amount
allocable to the Matching Account which
equals the balance of the excess aggregate
contributions.
21
<PAGE> 28
(B) Any repayment of excess aggregate
contributions shall be made before the close
of the Plan Year following the Plan Year for
which those contributions were made; to the
extent practicable any repayment shall be
made within 2 1/2 months of the close of the
Plan Year in which the contributions were
made.
(C) The amount of income attributable to the
excess aggregate contributions shall be
determined by any reasonable method
consistent with regulations pursuant to
section 401(m) of the Code.
(d) The limitations and other provisions of this paragraph shall
be applied separately with respect to Members who are
Employees of Weight Watchers International and its Affiliates
and to Members who are Employees of WeightWatchers.com and its
Affiliates.
4.09 ALLOCATION TO MEMBER ACCOUNTS.
Allocations shall be made to the Accounts of Members in accordance with
this paragraph 4.09, subject to the limitations on Annual Additions set
forth in paragraph 4.10.
(a) Profit Sharing Contributions and contributions made pursuant
to paragraph 4.06(b) on behalf of each Member pursuant to
paragraph 4.01 shall be allocated to the Profit Sharing
Contribution Account of such Member.
(b) Tax Deferred Contributions pursuant to a Member's election
under paragraph 4.02 shall be allocated to the Tax Deferred
Account of each Member on whose behalf such contribution is
made, subject to the limitations on Tax Deferred Contributions
in paragraphs 4.02 and 4.05 and the aggregate limit on Tax
Deferred Contributions and Matching Contributions specified in
paragraph 4.12.
(c) Contributions that are made pursuant to paragraph 4.06(a)
shall be allocated to the Matching Account of each Member in
an amount equal to 100% of the Tax Deferred Contributions (not
in excess of 3% of the Member's Eligible Earnings (up to the
Compensation Limit)) under paragraph 4.02 on behalf of each
Member for the month for which such contribution is made.
(d) Contributions pursuant to paragraph 4.06(d) shall be allocated
among the Tax Deferred Accounts of such Members in such
proportions as the Committee prescribes at the time of
authorization of such contributions or, if no allocation
method is prescribed, in equal amounts among the Tax Deferred
Accounts of Members other than Highly Compensated Employees.
22
<PAGE> 29
4.10 MAXIMUM ANNUAL ADDITIONS.
(a) The Annual Additions made by or on behalf of and allocated to
any Member for any Plan Year to this Plan and any other
defined contribution plan which is qualified under section
401(a) of the Code and which is maintained by the Employer or
any Affiliate shall not be greater than an amount equal to the
lesser of (i) and (ii):
(i) 25% of the Member's Compensation for such Plan Year
(determined without regard to the last sentence of
paragraph 2.13).
(ii) $30,000.
As of January 1 of each calendar year on and after the date
the dollar limitation under section 415 of the Code for
defined benefit plans reaches $120,000, the dollar limitation
set forth above for each such year shall be adjusted to 25% of
the defined benefit plan dollar limitation and shall become
effective as the maximum permissible dollar limitation for
that calendar year, in lieu of the $30,000 limitation set
forth above.
(b) In the case of a Member who is totally and permanently disabled
(within the meaning of section 22(e)(3) of the Code),
Compensation for a Plan Year for purposes of this paragraph
4.10 shall be deemed to be the amount which the Member would
have received for such Plan Year if he was paid at the rate of
compensation in effect immediately before becoming totally and
permanently disabled.
(c) In order to prevent excess Annual Additions, the Committee
shall limit contributions and/or allocations to a Member's
Accounts in the following order of priority:
(i) Tax Deferred Contributions;
(ii) Profit Sharing Contributions.
(d) If, as a result of a reasonable error in estimating a Member's
Compensation or in determining the amount of Tax Deferred
Contributions that may be made with respect to a Member, or
other circumstances permitted pursuant to regulations under
the Code, amounts are contributed with respect to a calendar
year by or on behalf of a Member in excess of the amount that
can be allocated under subparagraph (a), such excess shall be
subject to the following rules:
23
<PAGE> 30
(i) Contributions in excess of the limitations shall be
distributed to the Member to the extent consisting of
Tax Deferred Contributions;
(ii) Any remaining excess amounts, which shall be
chargeable first against Profit Sharing Contributions
on behalf of a Member and thereafter against Matching
Contributions, may be allocated to a suspense account
and used to reduce contributions on behalf of the
Member in the next calendar year (and treated as
Annual Additions in such next year) if the Member is
entitled to an allocation of contributions in such
next year or, in the direction of the Committee, may
be applied to reduce subsequent contributions by the
Employer for the current calendar year and allocated
and reallocated to the Accounts of other Members for
the current calendar year, provided that if such
allocation and reallocation should cause the Accounts
of all Members to exceed the limitations of this
paragraph 4.10 the excess shall be credited to a
suspense account and allocated to Member Accounts for
succeeding calendar years before any further
contributions are made under the plan.
4.11 PARTICIPATION IN OTHER PLANS.
If any Highly Compensated Employee is a participant in another
qualified plan of the Employer or an Affiliate under which deferred
cash contributions or matching contributions are made on behalf of the
Highly Compensated Employee or under which the Highly Compensated
Employee makes participant contributions, in applying the limitations
of paragraphs 4.05, 4.08 and 4.12 the Committee shall implement rules,
which shall be uniformly applicable to all Employees similarly
situated, to take into account all such contributions under all such
plans to the extent required by Code sections 401(k) and (m).
4.12 AGGREGATE LIMIT.
In no event shall the sum of the actual deferral percentage of the
group of eligible Highly Compensated Employees and regular contribution
percentage of such group, after applying the provisions of paragraphs
4.05 and 4.08, exceed the "aggregate limit" as such term is defined in
regulations and rulings implementing section 401(m)(9) of the Code. In
the event the aggregate limit is exceeded for any Plan Year, the
contribution percentages of the Highly Compensated Employees shall be
reduced to the extent necessary to satisfy the aggregate limit in
accordance with the procedure set forth in paragraph 4.08.
24
<PAGE> 31
4.13 RETURN OF CONTRIBUTIONS.
A contribution made by the Employer under a mistake of fact shall be
returned to the Employer upon its written request within one year after
the contribution was made. Contributions by the Employer are
conditional on deductibility under the Code and accordingly any
contribution for which a deduction is disallowed shall be returned to
the Employer upon its written request within one year of disallowance.
Contributions returned to the Employer pursuant to this subparagraph
shall be without earnings thereon but shall be reduced for any
investment losses.
25
<PAGE> 32
ARTICLE V: ELIGIBILITY FOR BENEFITS
5.01 VESTING.
A Member's interest in the Profit Sharing Contribution Account and
Matching Account shall be fully vested when the Member's aggregate
Service totals at least 5 years or, if earlier, upon the Member's
attainment of age 65, death, disability or Discharge without Cause by
the Employer. The value of the Member's Tax Deferred Account, After Tax
Account and Rollover Account will be fully vested at all times.
5.02 RETIREMENT.
A Member may elect Retirement on the first day of the month coincident
with or next following the date on which he attains age 55 or the first
day of any subsequent month by application in accordance with
procedures prescribed by the Committee specifying a desired date of
Retirement not less than 30 nor more than 90 days following the date
such application is made. The date of commencement of benefits shall be
either the date so specified or on the first day of the calendar month
next following, as the Committee shall determine.
5.03 DEATH.
Upon the death of a Member, his Accounts shall be distributable to his
Beneficiary in accordance with the provisions of Article VIII.
5.04 DISABILITY.
In the event of a Member's Disability, his After Tax Account, Tax
Deferred Account and Matching Account shall be distributable in
accordance with the provisions of Article VIII.
5.05 DISCHARGE WITHOUT CAUSE.
Upon a Member's Discharge without Cause, his Accounts shall be
distributable in accordance with the provisions of Article VIII.
5.06 OTHER TERMINATION OF EMPLOYMENT.
In the case of termination of employment of a Member for any reason
other than Retirement, death, Disability or Discharge without Cause by
the Employer, the Member's vested Accounts as described in paragraph
5.01 shall be distributable in accordance with the provisions of
Article VIII.
(a) Such a Member shall forfeit his non-vested interest in the
Matching Account and Profit Sharing Contribution Account upon
the payment of his Account or when he incurs a 5 year Break in
Service, if later, subject to the rules in subparagraphs (b)
and (c) below.
26
<PAGE> 33
(b) If such a Member forfeits an amount to the credit of his
Profit Sharing Contribution Account before he has a period of
Break in Service of 5 years, such amount shall be restored to
his Profit Sharing Contribution Account provided he is
reemployed by the Employer or an Affiliate before the
occurrence of a Break in Service of 5 years.
(c) If such a Member forfeits an amount to the credit of his
Matching Account before he has a period of Break in Service of
5 years, such amount shall be restored to his Matching
Account, provided (i) he is reemployed by the Employer or an
Affiliate and (ii) after resumption of employment he repays to
the Trust Fund an amount equal to the full amount, if any,
distributed to him from the Trust Fund as a result of his
termination of employment. Any repayment under this paragraph
must be made in a lump sum before the earlier of 5 years after
the date he is reemployed or the occurrence of a Break in
Service of 5 years.
5.07 APPLICATION OF FORFEITURES.
Forfeitures under paragraph 5.06(a) shall be applied as provided in
this paragraph.
(a) Any portion of the Profit Sharing Contribution Account
forfeited during a Plan Year in accordance with paragraph
5.06(a) shall be used as required to make restorations
required by paragraph 5.06(b) to Members' Profit Sharing
Contribution Accounts for such Plan Year, to defray Plan
administrative expenses, or to reduce subsequent Employer
contributions under paragraphs 4.01 and/or 4.06.
(b) Any portion of the Matching Account forfeited during a Plan
Year in accordance with paragraph 5.06(a) shall be used as
required to make restorations required by paragraph 5.06(c) to
Members' Matching Accounts for such Plan Year, to defray Plan
administrative expenses, or to reduce subsequent Employer
contributions under paragraphs 4.01 and/or 4.06.
27
<PAGE> 34
ARTICLE VI: WITHDRAWALS
6.01 IN GENERAL.
Except as provided in paragraph 10.07 in the case of a Qualified
Domestic Relations Order, withdrawals may be made from a Member's
Accounts before the occurrence of a distribution event described in
paragraph 8.01 only as provided in this Article VI.
6.02 AFTER TAX ACCOUNT AND ROLLOVER ACCOUNT.
A Member or the Beneficiary of a deceased Member may withdraw a
specific dollar amount or the entire amount credited to the Member's
After Tax Account and Rollover Account.
6.03 MATCHING ACCOUNT.
A Member or the Beneficiary of a deceased Member may withdraw a
specific dollar amount or the entire amount from the vested balance
credited to the Member's Matching Account, provided that a Member may
make such withdrawals only if:
(a) the Member has at least 60 months of Continuous Membership, or
(b) the withdrawal satisfies the "hardship" withdrawal rules of
paragraph 6.06, or
(c) the Member has attained age 59-1/2.
6.04 TAX DEFERRED ACCOUNT.
A Member or the Beneficiary of a deceased Member may withdraw a
specific dollar amount or the entire amount of the Member's Tax
Deferred Account, provided that a Member may make such a withdrawal
only if:
(a) the withdrawal satisfies the "hardship" withdrawal rules of
paragraph 6.06, or
(b) the Member has attained age 59-1/2.
A withdrawal under this paragraph 6.04 shall not exceed (i) the amount
credited to the Member's Tax Deferred Account under the H.J. Heinz
Company Savings Plan as of December 31, 1988, (ii) increased by the
Member's Tax Deferred Contributions under such plan after such date and
decreased by the amounts, if any, withdrawn by the Member under
paragraph 6.04 of such plan after such date, and (iii) decreased by any
prior withdrawal by the Member under this paragraph 6.04. Except as
provided in this paragraph 6.04, a Member shall not be permitted to
withdraw any amount from his Tax Deferred Account prior to Retirement,
Disability, death or other separation from Service.
28
<PAGE> 35
6.05 PROFIT SHARING CONTRIBUTION ACCOUNT.
Withdrawals from a Member's Profit Sharing Contribution Account are
permitted only as provided in Article VIII.
6.06 HARDSHIP WITHDRAWAL.
The Committee shall approve an application for a hardship withdrawal by
a Member who otherwise qualifies for a hardship withdrawal under this
Article VI if the application, made in such form as the Committee shall
prescribe, satisfies subparagraphs (a) and (b) of this paragraph 6.06.
(a) As a condition for a hardship withdrawal, the Member must seek
a withdrawal on account of any of the following financial
needs:
(i) medical expenses described in section 213(d) of the
Code previously incurred by the Member, his spouse or
any of his dependents (as defined in section 152 of
the Code) or necessary for these persons to obtain
medical care described in section 213(d) of the Code;
(ii) costs directly related to the purchase of a principal
residence of the Member (excluding mortgage
payments);
(iii) payment of tuition and related educational fees for
the next 12 months of post-secondary education of the
Member, his spouse or dependents (as defined in
section 152 of the Code); or
(iv) payment of amounts necessary to prevent eviction of
the Member from his principal residence or to avoid
foreclosure on the mortgage of his principal
residence.
(b) As a condition for a hardship withdrawal, the requested
withdrawal must be necessary to satisfy the financial need
described in subparagraph (a). The Committee will make its
determination of the necessity for the withdrawal solely on
the basis of the application provided all of the following
requirements are met:
(i) the distribution is not in excess of the amount of
the immediate and heavy financial need specified
according to subparagraph (a), plus any additional
amount necessary to pay any federal, state or local
income taxes or penalties reasonably anticipated to
result from the distribution;
(ii) the Member has obtained all distributions, other than
distributions available only on account of hardship,
and all nontaxable loans currently available under
all plans of the Employer and Affiliates;
(iii) the hardship withdrawal will result in:
29
<PAGE> 36
(A) suspension under this Plan and all other
qualified and nonqualified plans of deferred
compensation maintained by the Employer and
Affiliates of the Member's elective
deferrals and Employee contributions (other
than mandatory contributions to a defined
benefit plan) for at least 12 months after
receipt of the distribution; and
(B) reduction of the limitation under section
402(g) of the Code under this Plan and all
other plans of the Employer and Affiliates
for the calendar year following the year in
which the withdrawal is made by the Member's
elective deferrals made in the calendar year
of the distribution for hardship.
6.07 ADDITIONAL WITHDRAWAL RULES.
The following rules shall apply to withdrawals under this Article VI:
(a) No withdrawal may be made from a Member's Tax Deferred Account
unless all amounts then available for withdrawal under
paragraphs 6.02 and 6.03 have been withdrawn. No withdrawal
may be made from a Member's Matching Account under paragraph
6.03 unless all amounts withdrawable under paragraph 6.02 have
been withdrawn.
(b) After there have been two withdrawals under this Article VI in
any Plan Year, withdrawals shall be allowed only under the
hardship rules of paragraph 6.06, with a maximum of two such
hardship withdrawals for any Plan Year.
(c) Funds withdrawn pursuant to this Article VI may not be repaid.
(d) Any withdrawal must be in an amount which is not less than
$200 unless such withdrawal consists of the entire balance in
the Account from which the withdrawal is being made.
(e) Withdrawals may be in cash or stock of the H.J. Heinz Company
as provided in paragraph 8.03.
(f) Any amounts withdrawn shall be charged against the Investment
Funds in proportion to the current balances of the Account in
such Investment Funds.
(g) No withdrawal may be made if such withdrawal would cause a
violation of the maximum loan limitations prescribed pursuant
to paragraph 9.09.
(h) A withdrawal may include an election that a withdrawal which
is an Eligible Rollover Distribution be transferred directly
to an Eligible Retirement Plan in accordance with procedures
described in paragraph 8.02(c).
(i) The amount of any withdrawal paid to the recipient shall be
the net amount after reduction for applicable tax withholding.
30
<PAGE> 37
(j) The effective date of a withdrawal shall be the first
Valuation Date occurring after the withdrawal request is
completed. The amount of the withdrawal shall be paid to the
Member as soon as practicable after the effective date.
31
<PAGE> 38
ARTICLE VII: ACCOUNTS
7.01 MEMBER ACCOUNTS.
The Trustee or such other record keeper as the Committee may designate
shall maintain in an equitable manner a separate Tax Deferred Account,
Matching Account, After Tax Account, Profit Sharing Contribution
Account and Rollover Account for each Member. Each separate Account
shall be revalued at current market values not less frequently than
monthly, and a separate record shall be kept of the share of each such
separate Account in each Investment Fund of the Trust Fund. The
Committee may instruct the Trustee or such other record keeper to
maintain such additional Accounts and such subaccounts as it deems
appropriate for administration of the Plan.
7.02 PERIODIC STATEMENTS.
The Trustee or such other record keeper as the Committee shall
designate shall furnish to each Member or Beneficiary annually or more
frequently a statement setting forth the value of his Accounts.
32
<PAGE> 39
ARTICLE VIII: DISTRIBUTIONS
8.01 IN GENERAL.
Distribution of a Member's Accounts shall be in accordance with the
Rules of this Article VIII.
(a) Retirement. The Method of distribution to be made after
Retirement may be elected by the Member in accordance with
procedures prescribed by the Committee. The method of
distribution shall be any one of the methods in paragraph
8.02. If no such election is made, the distribution shall be
made pursuant to the method described in paragraph 8.02(a),
subject to paragraph 8.02(c).
(b) Death. Payments to a Beneficiary upon death of the Member
shall be made pursuant to subparagraphs (a) or (b) of
paragraph 8.02 as specified by election made during the
Member's lifetime in accordance with procedures prescribed by
the Committee, subject to the right of a Beneficiary who is
the Member's Spouse to elect a direct transfer of an Eligible
Rollover Distribution under paragraph 8.02(c). A Member may
specify that a designated Beneficiary may elect to reduce an
installment period previously elected by the Member under
paragraph 8.02(b) or accelerate the lump sum payment in
paragraph 8.02(a). If no specification of distribution method
was made by the Member, distribution shall be made as elected
by the Beneficiary. If no Member or Beneficiary election is
made, distribution shall be made pursuant to the method
described in paragraph 8.02(a), subject to paragraph 8.02(c).
(c) Disability. In cases of Disability, payments from a Member's
After Tax Account, Tax Deferred Account and Matching Account
upon the Member's election made in accordance with procedures
prescribed by the Committee. The provisions of paragraph
8.04(b) shall not apply while such a Member retains Employee
status. Distribution pursuant to this paragraph may be
pursuant to any one of the methods in paragraph 8.02 as
specified by election of the Member in accordance with
procedures prescribed by the Committee. If no such election is
made, the distribution shall be made pursuant to the method
described in paragraph 8.02(a), subject to paragraph 8.02(c).
(d) Discharge without Cause. Payments to a Member because of
Discharge without Cause shall be made pursuant to any one of
the methods in paragraph 8.02. If no such election is made,
the distribution shall be made pursuant to the method
described in paragraph 8.02(a), subject to paragraph 8.02(c).
33
<PAGE> 40
(e) Other Termination of Employment. Payments to Members whose
employment is terminated for reasons other than Retirement,
death or Discharge without Cause shall be made pursuant to the
method described in paragraph 8.02(a), subject to paragraph
8.02(c).
(f) Required Beginning Date. A Member who has attained his
"required beginning date" under section 401(a)(9) of the Code
may make an election of the method of distribution in
accordance with procedures prescribed by the Committee. The
method of distribution shall be any one of the methods in
paragraph 8.02. If no such election is made, the distribution
shall be made pursuant to the method described in paragraph
8.02(a), subject to paragraph 8.02(c).
8.02 METHODS OF DISTRIBUTION.
Methods of distribution which may be available to a Member or
Beneficiary pursuant to paragraph 8.01 are the following:
(a) A lump sum.
(b) Installments, over a period which shall not exceed 30 years
under such one of the following methods in subparagraph (i) or
(ii) as is elected by the Member or Beneficiary in writing to
the Committee:
(i) Annual payments, the amounts of which are
recalculated annually by dividing the current value
of the Member's Accounts by the remaining number of
unpaid installments; or
(ii) Annual payments, the amounts of which are calculated
by dividing the current value of the Member's
Accounts by the number of years over which
installments are payable. If the amount of any annual
installment so calculated is in excess of the balance
to the credit of the Accounts, such balance shall be
distributed and no further installments shall be
made. Any surplus remaining in the Member's Accounts
at the expiration of the period elected by him for
receipt of installment payments shall be distributed
with the last annual installment.
Notwithstanding the above, an installment arrangement must
provide for payment over a period which meets the requirements
of paragraph 8.04(e). A Member or Beneficiary may elect in
writing to reduce an installment period previously elected.
(c) A direct transfer to the trustee or other custodian of an
Eligible Retirement Plan of all or a specified amount that
part of the Member's Accounts distributable under subparagraph
(a) or (b) which is an Eligible Rollover Distribution,
provided that to invoke this option:
34
<PAGE> 41
(i) the Member or Beneficiary must specify, in accordance
with procedures prescribed by the Committee, the
Eligible Retirement Plan to which the distribution is
to be paid;
(ii) the Member or Beneficiary must provide, in accordance
with procedures prescribed by the Committee, adequate
information regarding the designated Eligible
Retirement Plan.
Reasonable reliance may be placed on such information
concerning a designated Eligible Retirement Plan as is
provided by the Member or Beneficiary and independent
verification of such information is not required.
Notwithstanding the foregoing, an Alternate Payee who is not
the Member's Spouse or former Spouse or a Beneficiary who is
not the Member's Spouse may not elect a direct transfer and a
Spouse may elect a direct transfer only to an Eligible
Retirement Plan which is an individual retirement account.
8.03 MEDIUM OF PAYMENT.
Payments from the Funds will normally be made in cash; however, at the
request of the Member or Beneficiary, payment from the Member's Stock
Fund may be made in full shares of stock of the H.J. Heinz Company and
cash in lieu of fractional shares.
8.04 TIMING OF DISTRIBUTIONS.
Any provision herein to the contrary notwithstanding, all distributions
pursuant to paragraph 8.01 must meet the following rules:
(a) If the value of a Member's Accounts exceeds $5,000,
distribution shall not be made or commence before the later
of:
(i) the Member's termination of employment, or
(ii) his attainment of age 70-1/2,
unless the Member (or the Beneficiary of a deceased Member)
consents to earlier payment.
(b) If the value of the Member's Account is less than $5,000, a
distribution shall be made as soon as is practicable after
termination of employment.
(c) Distribution of a Member's Accounts shall be made or shall
commence, unless the Member elects otherwise, not later than
60 days after the later of:
(i) the end of the Plan Year in which the Member attains
age 65, or
(ii) the end of the Plan Year in which the Member's
Retirement occurs.
35
<PAGE> 42
(d) In the event that a Member ceases to be an Employee because of
the disposition by the Employer of substantially all of the
assets of a trade or business or the sale of a subsidiary but
continues employment with the successor employer, no
distribution shall be made with respect to the Tax Deferred
Account of an affected member unless the applicable
requirements of section (k)(2)(B) and section 401(k)(10) of
the Code are met.
(e) An installment arrangement under paragraph 8.02(b) must
provide for payment over an installment period which does not
exceed the life expectancy of the last survivor of the Member
and his Beneficiary or if the Member is deceased, the life
expectancy of the Beneficiary, with the amount of installments
to be calculated in a manner which complies with the
requirements of section 401(a)(9) of the Code (including the
incidental benefit requirements of Code section 401(a)(9)(G)),
and regulations thereunder, which shall override any provision
of this Plan inconsistent therewith. In the event of the death
of the Member who is receiving installment payments under
paragraph 8.02(b) as of his date of death, the benefits shall
be distributed at least as rapidly as under the method of
payment selected by the Member. No benefit option selected by
a Beneficiary shall defer the commencement of distribution
beyond one year after the Member's date of death or, if the
Beneficiary is the Member's spouse, the April 1 of the
calendar year following the calendar year in which the Member
would have attained age 70-1/2.
8.05 VALUATION.
Valuation of Accounts for purposes of distribution to or on behalf of a
Member or Beneficiary shall be made as of the effective date of each
payment or transfer. For purposes of the preceding sentence:
(a) the effective date of an immediate distribution of an Account
of $5,000 or less pursuant to paragraph 8.04(b) shall be the
first Valuation Date occurring after the Committee receives
notice of termination of employment; and
(b) the effective date of any distribution with respect to which
the consent of a Member or Beneficiary is required shall be
the first Valuation Date occurring after the Committee
receives the distribution election in accordance with
procedures prescribed by the Committee.
8.06 WRITTEN EXPLANATION.
Within a reasonable time before a distribution is made from the Plan,
the recipient shall, in accordance with procedures prescribed the
Committee, be provided with a written explanation of:
36
<PAGE> 43
(a) the provisions under which the recipient may have the
distribution directly transferred to another Eligible
Retirement Plan;
(b) the provision which requires the withholding of tax on
Eligible Rollover Distributions which are not directly
transferred to another Eligible Retirement Plan;
(c) the provisions under which an Eligible Rollover Distribution
will not be subject to tax if transferred to an Eligible
Retirement Plan within 60 days after receipt; and
(d) the provisions concerning taxation of lump sum distributions
and distributions of employer securities.
37
<PAGE> 44
ARTICLE IX: TRUST FUND
9.01 TRUSTEE AND TRUST AGREEMENT.
The Board of Directors shall select one or more organizations or
individuals to serve as Trustee and the Employer shall enter into one
or more agreements of trust providing for the administration of the
Trust Fund in such form and containing such provisions as the Employer
deems appropriate, including, but not by way of limitation, provisions
with respect to the powers and authority of the Trustee and the
authority of the Employer to amend or terminate the Trust Agreement or
to change the Trustee and to settle the accounts of the Trustee on
behalf of all persons having an interest in the Trust Fund. The
principal or the income of the Trust Fund shall not be used for any
purpose other than for the exclusive benefit of Members and
Beneficiaries or to meet the necessary expenses of the Plan.
9.02 EXPENSES.
Brokerage fees, commissions, taxes and expenses incident to the income
or assets of the Trust or the purchase or sale of securities by the
Trustee shall be deemed to be a charge against such income or assets,
or part of the cost of such securities or a deduction in computing the
proceeds therefrom, as the case may be. All other expenses of the Plan,
including record keeping fees, administrative charges, professional
fees, Trustee fees, and expenses and transfer taxes on distribution of
shares of stock, may be paid by the Trustee from the assets of the
Trust Fund unless paid by the Employer.
9.03 INVESTMENT FUNDS.
One or more Investment Funds, as selected by the Investment Committee
appointed pursuant to paragraph 10.05, shall be established for the
investment and reinvestment of contributions made on behalf of or by
Members of the Plan.
(a) Investment Funds selected by the Investment Committee may
include, but shall not be limited to, accounts or contracts
with insurance companies and accounts with banks, trust
companies, mutual funds, investment companies, other equity
funds managed by investment managers as defined under section
3(38) of ERISA or by the Investment Committee or a common
trust fund operated by the Trustee of the Plan; provided,
however, one of the Funds established shall be a Stock Fund.
Any Investment Fund selected by the Investment Committee shall
be communicated to Members and Beneficiaries in a timely
fashion.
38
<PAGE> 45
(b) The Plan adopts and includes the provisions of any group or
common trust fund in which the Plan's Trust participates, but
only as long as such group or common trust fund remains
qualified under section 401(a) of the Code and exempt from
taxation under section 501(a) of the Code in accordance with
Revenue Ruling 81-100.
(c) The Trustee shall reinvest in each of the above Funds the
dividends, interest and other distributions received on the
assets held by the Trustee in the respective Funds. The
Trustee may keep such amounts of cash and short-term
investments as it shall deem necessary or advisable to
maintain as a part of such Funds.
9.04 INVESTMENT ELECTIONS BY MEMBERS.
Upon enrollment (or as soon as practicable thereafter) a Member shall
elect that amounts allocated to his Account be invested entirely in one
of the available Funds established pursuant to paragraph 9.03 or in any
or all of such Funds in multiples of [1%]. Each Member shall assume all
investment risks connected with the assets held by the Trustee for his
Accounts (other than his Matching Account) and is solely responsible
for the selection of his investment options. The Trustee, the
Investment Committee, the Committee, the Employer, and the officers,
supervisors and other employees of the Employer are not empowered to
advise a Member as to the manner in which such Accounts shall be
invested. The fact that an Investment Fund is available to Members for
investment under the Plan shall not be construed as a recommendation
for investment in that Investment Fund. In default of any election by a
Member, his undirected Accounts shall be invested in such Fund or Funds
as the Investment Committee may direct.
9.05 INVESTMENT ELECTION CHANGES.
The Committee shall establish procedures whereby a Member may elect to
change the investment of future additions to his Account to any
combination of selections permitted under paragraph 9.04. Such
procedures may provide that an election in effect at the end of any
calendar month shall apply to all additions for such month, whether
received by the Trustee before or after the end of such month.
9.06 REALLOCATION AMONG FUNDS.
The Committee shall establish procedures whereby a Member, an inactive
or Retired Member or the Beneficiary of a deceased Member may elect to
reallocate among the Investment Funds in multiples of 1% the investment
of his existing Tax Deferred Account, After Tax Account, Rollover
Account and Profit Sharing Contribution Account.
39
<PAGE> 46
9.07 TRANSFERRED AMOUNTS.
Amounts allocated to a Member's Account as amounts transferred on
behalf of the Member from the Heinz Employee Retirement and Savings
Plan, to the extent not consisting of shares of stock of the H.J. Heinz
Company, shall be invested entirely in one of the available Funds or in
any or all such available Funds as the Member shall elect pursuant to
paragraph 9.04. Shares of stock of the H.J. Heinz Company allocated to
a Member's Account with respect to such transfer shall be allocated to
a separate account for the Member and, as the Member shall so elect
with respect to any and all such shares of stock, shall be sold from
such separate account and the proceeds of such sale or sales shall be
invested entirely in one of the available Funds or in any or all such
available Funds as the Member shall elect pursuant to paragraph 9.04;
provided, however, that any such shares of stock remaining in such
separate account on December 31, 2000 shall be sold from such separate
account and the proceeds of such sale invested in the available Fund or
Funds in the same proportion as amounts described in paragraph 9.04 are
invested in such Funds or Funds.
9.08 INTERIM INVESTMENT FUND.
All amounts allocated to a Member's Account, other than shares of stock
of the H.J. Heinz Company described in paragraph 9.07, shall, prior to
the establishment of Investment Funds as described in paragraph 9.03,
be invested as the Investment Committee shall direct.
9.09 MEMBER LOANS.
Loans shall be made available to any Member who is an Employee, in
accordance with the following provisions of this paragraph 9.09.
(a) Loans shall be made available to all Members on a reasonably
equivalent and nondiscriminatory basis and in accordance with
section 408(b)(1) of ERISA and regulations promulgated
thereunder. The Committee may suspend at any time
authorization for future loans to Members but no such
suspension shall affect any loan then outstanding.
(b) Upon the application of a Member who is an Employee, the
Committee or its delegate shall instruct the Trustee to make a
loan to such Member first from his Tax Deferred Account (if
any), and then, if necessary, from his Matching Account (if
any), and then, if necessary, from his Rollover Account (if
any), and then, if necessary, from his After Tax-Contributions
(if any) and provided that such loan meets the requirements of
paragraph 9.10. The promissory note executed pursuant to
paragraph 9.10(f) shall be held in trust by the Trustee as a
Trust asset and allocated solely to the borrower's Accounts,
and the value of such promissory note shall be considered to
be the
40
<PAGE> 47
outstanding unpaid balance of the note including any accrued
interest. No loan shall be made until the Member has completed
the appropriate form (whether in one or more separate
documents or by undertaking any alternative procedures
prescribed by the Committee) and submitted (or otherwise
communicated) to the Committee or its delegate such
information as deemed appropriate, which shall include, among
other items, the Member's promise to repay to the Trustee, as
payee, the full amount, the loan term, the repayment schedule,
the Member's authorization and direction that the Employer
shall withhold each Payroll Period and remit to the Trustee
the appropriate installment amounts, and such other terms and
conditions as are consistent with this paragraph and paragraph
9.10. If the loan is approved, the Trustee shall have a
conditional security interest in the Member's Accounts to the
Trustee as security for repayment of the loan. The Committee
or its delegate shall inform a Member in writing within a
reasonable time of the approval or denial (and the reason(s)
for denial) of a loan request.
(c) No more than one (1) loan made to a Member may be outstanding
at any time.
(d) If a Member obtains a loan under this paragraph 9.09, his
status as a Member and rights with respect to Plan benefits
are not affected, except to the extent that the Member has
assigned interests in the Accounts pursuant to this paragraph
and paragraph 9.10.
9.10 LOAN REQUIREMENTS.
A loan pursuant shall meet all of the following requirements:
(a) Minimum Amount. A loan must be in an amount not less than one
thousand dollars ($1,000).
(b) Maximum Amount. A loan shall not exceed the least of:
(i) 50% of the value of the Member's vested interest in
the Member's Account balance.
(ii) 100% of the value of the Member's Tax Deferred
Account, Matching Account, Rollover Account and After
Tax Account, and
(iii) $50,000 reduced by the greater of the unpaid balance
(if any) of any other loan from the Plan to the
Member on the date the loan is made or the highest
outstanding balance of loans (if any) from the Plan
to the Member during the one-year period ending on
the day before the date the loan is made.
(c) Valuation. The value of a Member's Accounts shall be
determined as of the last valuation completed immediately
prior to the date on which
41
<PAGE> 48
the Member's loan request is received (or, if the Committee or
its delegate shall so direct, any later Valuation Date prior
to the distribution of funds. If any unpaid balance is
required to be taken into account under clause (iii), such
unpaid balance shall also be taken into account as included in
the Member's Account balance under clause (ii).
(d) Interest and Amortization. A loan shall bear interest that is
fixed for the term of the loan, and shall provide for
substantially level amortization (within the meaning of
section 72(p)(2)(C) of the Code) with payments made through
payroll deductions during any period that the Member receives
pay for employment by the Employer and otherwise with payments
made monthly by the Member's personal check. The rate of
interest for loans shall be set for each calendar quarter to
apply to all loans made in such quarter. The rate of interest
set for a calendar quarter shall be equal to 1% plus the
published prime interest rate of a bank selected by the
Committee as that rate is published on the tenth business day
preceding the end of the preceding quarter; provided, however,
that the Committee may direct that the interest rate be
changed more frequently than quarterly by reference to such
prime rate as published on any date that is not more than 10
days prior to the date such change is first effective. If the
rate of interest set pursuant to the preceding sentence
exceeds the highest rate which may legally be charged under
applicable law, no loans may be made to any Member,
notwithstanding any other provision in this paragraph 9.10 to
the contrary.
(e) Repayment Term. The principal amount of a loan must be payable
no later than the earlier of the following dates:
(i) The expiration of a 5 year term, except for a loan
used to acquire any dwelling unit which within a
reasonable time is to be used (determined at the time
the loan is made) as a principal residence of the
Member, which may be for any longer term of whole
years not in excess of 15 years.
(ii) The date on which distribution of the Member's
Accounts is made or otherwise commences following the
Member's Severance from Service Date.
Notwithstanding the foregoing, a Member shall have the right
to prepay the full outstanding balance of such loan without
penalty, at any time.
(f) Promissory Note. A loan shall be evidenced by a promissory
note executed by the Member. Such note shall provide that if
the Member receives pay for employment by an Employer, the
loan is to be paid by
42
<PAGE> 49
regular deductions from his pay in each pay period in which
the loan is outstanding and that if the Member is not
receiving pay for employment by an Employer, the loan is to be
paid monthly by a Certified or Bank Check. The promissory note
shall also contain such other terms as the Committee or its
delegate shall in its sole discretion determine.
(g) Written Agreement. A loan shall be made pursuant to a loan
agreement executed by the Member and the Trustee (directly, or
acting through the Committee or its delegate), on a form
containing such terms and provisions as the Committee or its
delegate shall determine.
(h) Loan Expenses. Any fees, taxes, charges or other expenses
(including without limitation any asset liquidation charge or
similar extraordinary expense) incurred in connection with a
loan shall be paid or charged against the Accounts of the
Member from which the loan is made unless otherwise determined
by the Committee.
(i) Allocation Among Investment Funds. A loan shall be allocated
on a pro rata or substantially pro rata basis among the
Investment Funds in which the Member's Tax Deferred Account,
Matching Account, Rollover Account, and After Tax Account
(whichever was the source for the loan) is invested.
(j) Repayment. The total amount of principal and interest payments
on a Member's loan shall be allocated to the Member's Accounts
out of which the loan was funded, in the following order: (1)
After Tax Contributions; (2) Rollover Account; (3) Matching
Account, (4) Tax Deferred Account. Such payments shall be
allocated to such Investment Funds as the Member shall have
designated under paragraph 9.04.
(k) Disposition of Loan Upon Certain Events. Subject to the
provision of paragraph 9.10(d) authorizing prepayment of a
loan, in the event of the death of a Member before the Member
repays all outstanding loans, the Trustee shall reduce the
value of the Member's Accounts by the amount of the Member's
outstanding loan before making a distribution to the Member or
his beneficiary.
(l) Default. A loan shall be in default if a scheduled payment of
principal or interest is not received by the Committee or its
delegate within 90 days following the scheduled payment date.
Upon such default, the outstanding principal amount and
accrued interest of the loan shall become immediately due and
payable, and the Committee or its delegate may direct the
Trustee to execute upon the Plan's security interest in the
Member's Accounts to satisfy the debt; provided, however, that
the execution shall not occur until such time as the Member's
Accounts could be distributed to the Member consistent with
the requirements for qualification of the Plan under section
401(k)
43
<PAGE> 50
of the Code. The Committee or its delegate may take any other
action he deems appropriate to obtain payment of the
outstanding amount of principal and accrued interest, which
may include accepting payments of principal and interest that
were not made on schedule and permitting the loan to remain
outstanding under its original payment schedule.
44
<PAGE> 51
ARTICLE X: ADMINISTRATION
10.01 THE COMMITTEE.
The general administration and responsibility for carrying out the
provisions of the Plan shall be placed with the Committee. The members
of the Committee may be eligible to participate in the Plan. The
Committee shall have complete control of the administration of the Plan
with all powers to enable it to carry out its duties in that respect,
subject at all times to the limitations and conditions specified in or
imposed by the Plan.
10.02 POWERS.
In addition to any implied powers needed to carry out the provisions of
the Plan, the Committee shall have the following specific powers:
(a) To make and enforce such rules and regulations as it shall
deem necessary or proper for the efficient administration of
the Plan, including procedures for enrollment, investment
elections, withdrawals and distributions, and to design
written forms or other documents to implement such rules,
regulations and procedures.
(b) To interpret the Plan and to decide any and all matters
arising hereunder, including the right to remedy possible
ambiguities, inconsistencies or omissions.
(c) To determine the amount of benefits that shall be payable to a
Member or Beneficiary in accordance with the provisions of the
Plan.
(d) To authorize disbursements from the Trust Fund and the payment
of monies or property, or both, therefrom to a Member or
Beneficiary and others; and to arrange for withholding and
remittance of such withholding taxes as are required under the
Code.
(e) To authorize one or more of its number or any agent to execute
or deliver any instrument or make any payment on its behalf;
to retain counsel, employ agents and provide for such
clerical, accounting, actuarial and consulting services as it
may require in carrying out the provisions of the Plan; and to
allocate among or delegate to other persons all or such
portion of its duties hereunder, other than those granted to
the Trustee under the Trust Agreement adopted for use in
implementing the Plan, as the Committee in its sole discretion
shall decide.
(f) To determine benefit eligibility under this Plan, to interpret
Plan provisions and to take any action necessary to execute
the provisions of the Plan, and all such authority shall be
exercised in a manner consistent with the provisions of the
Plan.
45
<PAGE> 52
All interpretations, determinations and decisions of the Committee in
respect of any matter hereunder shall be final, conclusive and binding
upon the Employees, Members and Beneficiaries and all other persons
claiming an interest under the Plan.
10.03 QUORUM AND COMMITTEE ACTIONS.
A majority of the members of the Committee shall have the power to act
with or without a meeting and the concurrence of any member may be by
letter, wire, cablegram, fax or telephone.
10.04 INSUFFICIENT INFORMATION.
In the event the Employer does not provide sufficient information to
the Committee concerning any aspect of the Plan's operation, including
but not limited to the amount of a Member's contributions, investment
elections or other transactions involving a Member's Account, to enable
the Plan to accurately complete valuations or process transactions in
the normal course of operations, the Committee may take such action as
it deems necessary pursuant to this paragraph.
(a) The Committee action may include, but shall not be limited to,
temporarily suspending transactions by Members employed by the
Employer with respect to their Accounts under the Plan and
treating the Plan contributions from the Employer as if such
contributions were made by one person and allocating such
contributions to the appropriate Funds under the Plan in
accordance with the instructions of the Employer.
(b) In the absence of such investment election information such
contributions shall be invested in such Fund or Funds as the
Investment Committee may direct.
(c) In the event sufficient information is subsequently provided
to enable the Plan to resolve the above described situation
within a reasonable period of time, the amounts involved will
be allocated properly to the Accounts of the affected Members
subject to the Plan provisions.
(d) If sufficient information is not provided to enable the Plan
to resolve the above described situation within a reasonable
period of time, the Committee shall cause the Accounts of the
Members employed by such Employer to be spun off in accordance
with Code section 414(1) into a separate plan for which the
Employer will assume all responsibility.
(e) Any additional administrative expenses incurred by the Plan
due to the occurrence of the events described above shall be
paid to the Plan by the responsible Employer. The payment of
such expenses shall be due and payable upon receipt by such
Employer of a written notice from the Committee of the amount
of such additional administrative
46
<PAGE> 53
expenses. In addition, if an Employer fails to provide
sufficient information to the Plan concerning any aspect of
its operations and such failure causes an error in the Plan's
operations, including, but not limited to, inaccuracies
involving transactions, such Employer shall pay to the Plan,
as an additional administrative expense, the amount necessary
to rectify such error. The payment of such expense shall be
due and payable upon receipt by the Employer of a written
notice from the Committee of the amount of such expense.
10.05 INVESTMENT COMMITTEE.
The Board of Directors shall appoint an Investment Committee which
shall consist of three or more members who shall serve at the pleasure
of the Board. To the extent not otherwise limited by the provisions of
the trust instrument or this Plan, for the purpose of carrying out its
duties and responsibilities, the members of the Investment Committee
may direct the Trustee in the management of the assets of the Plan; may
appoint one or more investment managers to direct the Trustee in the
management of the assets of the Plan; may establish procedures to
evaluate the investment performance of the Funds of the Plan and its
asset managers; and may allocate among themselves or delegate to other
persons all or such portion of their duties hereunder, as they, in
their sole discretion shall decide.
10.06 LIABILITY INSURANCE AND INDEMNIFICATION.
The Employer shall obtain insurance or indemnify the members of the
Committee and the Investment Committee for any and all liability,
whether joint or several, for their acts and conduct, or the acts or
conduct of their agents, in their official capacity, to the fullest
extent permitted or authorized by current or future legislation or by
current or future judicial or administrative decision.
10.07 QUALIFIED DOMESTIC RELATIONS ORDERS.
The Committee shall establish reasonable written procedures consistent
with the requirements of section 206(d)(3) of ERISA for determining
whether a domestic relations order is a Qualified Domestic Relations
Order and to administer any Qualified Domestic Relations Order.
Notwithstanding any other provision of the Plan, a Qualified Domestic
Relations Order may provide that a lump sum payment (or, if otherwise
permitted, a direct transfer of a lump sum amount) of the portion of a
Member's Accounts assigned to an Alternate Payee shall be made as soon
as administratively feasible whether or not the Member is entitled to a
withdrawal or distribution at such time.
10.08 FIDUCIARY STANDARD.
The members of the Committee and the Investment Committee shall use
that degree of care, skill, prudence and diligence that a prudent man
acting in a
47
<PAGE> 54
like capacity and familiar with such matters would use in his conduct
in a similar situation.
10.09 FACILITY OF PAYMENT.
Whenever, in the Committee's opinion, a person entitled to receive any
payment of a benefit or installment thereof hereunder is under legal
disability or is incapacitated in any way so as to be unable to manage
his financial affairs, the Committee may direct the Trustee to make
payments to such person or to his legal representative or to a relative
or friend of such person for his benefit or to apply the payment for
the benefit of such person in such manner as it considers advisable.
10.10 VALUATION DATES.
The Committee shall establish procedures for determining the Valuation
Dates which shall apply for withdrawals, distributions or other
relevant purposes. Valuation Dates need not be the same for all
purposes.
48
<PAGE> 55
ARTICLE XI: AMENDMENT, TERMINATION, AND MERGER
11.01 RIGHT TO TERMINATE OR AMEND.
The Board of Directors reserves the right to terminate, modify, alter
or amend this Plan or any Trust Agreement hereunder from time to time
to any extent that it may deem advisable including, but not without
limiting the generality of the foregoing, any amendment deemed
necessary to ensure the continued qualification of the Plan under
section 401(a) and section 401(k) Code, or the appropriate provisions
of any subsequent revenue law or any other applicable laws regulating
employee plans. No such amendment shall increase the dues or
responsibilities of the Trustee without its consent thereto in writing.
No such amendment shall have the effect of diverting the whole or any
part of the principal or income of the Trust Fund to purposes other
than for the exclusive benefit of Members and Beneficiaries. A
modification or amendment of the Plan may affect present as well as
future Members and Beneficiaries but may retroactively reduce the
Accounts of any Member or Beneficiary.
11.02 TERMINATION PROCEDURES.
In the event of termination or partial termination of the Plan or the
complete discontinuance of Employer contributions, the Accounts of
affected Members shall be fully vested and the Trustee shall:
(a) pay any and all expenses chargeable against the Trust Fund;
(b) determine from the Committee the balance in each Member's
Account;
(c) as directed by the Committee, either:
(i) distribute the balance in the affected Members'
Accounts in the manner prescribed in Article VIII,
provided that no distribution shall be made with
respect to the Tax Deferred Account of an effected
Member unless the applicable requirements of section
401(k)(2)(B) and 401(k)(10) of the Code are met; or
(ii) continue to maintain the Trust Fund and Plan to pay
benefits in accordance with the provisions of Article
VIII, except that no Employee shall become a Member
on or after the effective date of such termination.
In making any distributions after termination of the Plan, any
and all determinations, divisions, appraisals, apportionments
and allotments determined by the Committee shall be final and
conclusive. If, after all liabilities of the Plan to Members
and Beneficiaries have been satisfied or provided for, any
assets remain unallocated in the suspense account
49
<PAGE> 56
provided for in paragraph 4.10(d)(ii), then such assets shall be
distributed to the Employer.
11.03 MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS.
In the case of any merger or consolidation with, or transfer of assets
and liabilities to, any other plan, provisions shall be made so that
each Member, former Member and Beneficiary on the date thereof would,
if the Plan were then terminated, receive a benefit immediately after
the merger, consolidation or transfer that would be equal to or greater
than the benefit he would have been entitled to receive immediately
prior to the merger, consolidation or transfer if the Plan had then
been terminated.
50
<PAGE> 57
ARTICLE XII: GENERAL PROVISIONS
12.01 UNIFORM ADMINISTRATION.
Whenever the administration of the Plan requires any action by the
Employer, the Committee or any member thereof, including action with
respect to eligibility or classification of Employees or contributions
or benefits, such action shall be uniform in nature, shall apply to all
persons similarly situated and shall not discriminate in favor of any
Employee.
12.02 SOURCE OF PAYMENT.
Benefits under this Plan shall be payable only out of the Trust Fund.
Neither the Employer, the Board of Directors or any members thereof,
nor the Committee or any member thereof shall have any legal
obligation, responsibility or liability to make any direct payment of
benefits accrued under the Plan. Neither the Employer, the Trustee, the
Board of Directors or any member thereof, nor the Committee or any
member thereof guarantees the Trust Fund against any loss or
depreciation or guarantees the payment of any benefit hereunder.
12.03 NO RIGHT TO EMPLOYMENT.
Nothing herein contained shall be deemed to give any Employee the right
to be retained in the service of the Employer or to interfere with the
right of the Employer to discharge him at any time.
12.04 BENEFITS NOT ASSIGNABLE.
Except (a) as provided in a Qualified Domestic Relations Order or (b)
in the case of loans in effect before January 1, 1990 in accordance
with paragraph 9.09, no right or interest of any Member or Beneficiary
in the Plan, or in the Accounts, shall be assignable or transferable,
or subject to any lien, in whole or in part, either directly or by
operation of law, or otherwise including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in any
other manner, and no right or interest of any Member of Beneficiary in
the Plan or in the Accounts shall be liable for, or be subject to, any
obligation or liability of such Member or Beneficiary.
12.05 LAWS APPLICABLE.
Subject to the provisions of ERISA, the Plan shall be governed by, and
construed in accordance with, the laws of the State of New York.
12.06 ELECTION PROCEDURES.
Any elections, designations, withdrawals, authorizations and other
actions taken by Employees, Members, or Beneficiaries shall be in
accordance with procedures prescribed by the Committee.
51
<PAGE> 58
12.07 TOP-HEAVY REQUIREMENTS.
(a) The following definitions apply to the terms used in this
paragraph:
(i) "applicable determination date" means the last day of
the preceding Plan Year;
(ii) "top-heavy ratio" means the ratio of (A) the value of
the aggregate of the Accounts under the Plan for Key
Employees to (B) the value of the aggregate of the
Accounts under the Plan for all Key Employees and
non-Key Employees;
(iii) "non-Key Employee" means any Employee who is not a
Key Employee;
(iv) "applicable Valuation Date" means the Valuation Date
coincident with or immediately preceding the last day
of the preceding Plan Year;
(v) "required aggregation group" means any other
qualified plan(s) of the Employer or an Affiliate in
which there are members who are Key Employees or
which enable(s) the Plan to meet the requirements of
section 401(a)(4) or 410 of the Code; and
(vi) "permissive aggregation group" means each plan in the
required aggregation group and any other qualified
plan(s) of the Employer or an Affiliate in which all
members are non-Key Employees, if the resulting
aggregation group continues to meet the requirements
of sections 401(a)(4) and 410 of the Code.
(b) For purposes of this paragraph, the Plan shall be "top-heavy"
with respect to any Plan Year if, as of the applicable
determination date the top-heavy ratio exceeds 60%. The
top-heavy ratio shall be determined as of the applicable
Valuation Date in accordance with section 416(g)(3) and (4) of
the Code and Article VII of this Plan. For purposes of
determining whether the Plan is top-heavy, the Account
balances under the Plan will be combined with the account
balances or the present value of accrued benefits under each
other plan in the required aggregation group, and, in the
Employer's discretion, may be combined with the account
balances or the present value of accrued benefits under any
other qualified plan in the permissive aggregation group.
(c) The following provisions shall be applicable to Members for
any Plan Year with respect to which the Plan is top-heavy:
(i) All Matching Accounts shall become 100% vested and
all future contributions to the Plan shall be
immediately 100% vested.
(ii) An additional Employer contribution shall be
allocated on behalf of each Member (and each Employee
eligible to become a
52
<PAGE> 59
Member) who is a Non-Key Employee, and who has not
terminated service as of the last day of the Plan
Year, to the extent that Profit Sharing Contributions
and Matching Contributions on his behalf for the Plan
Year which are not needed to meet the contribution
percentage test set forth in paragraph 4.08 would
otherwise be less than 3% of his Compensation (up to
the Compensation Limit). However, if the greatest
percentage of Compensation (up to the Compensation
Limit) contributed on behalf of a Key Employee for
the Plan Year would be less than 3%, such lesser
percentage shall be substituted for "3%" in the
preceding sentence. Notwithstanding the foregoing
provisions of this subparagraph (ii), no minimum
contribution shall be made under this Plan with
respect to a Member (or an Employee eligible to
become a Member) if the required minimum benefit
under section 416(c)(1) of the Code is provided to
him by any other qualified pension plan of the
Employer or an Affiliate.
12.08 GENDER AND NUMBER.
Masculine pronouns used herein shall refer to men or women or both and
nouns when stated in the singular shall include the plural and when
stated in the plural shall include the singular whenever appropriate.
12.09 INTERPRETATIONS RELATING TO ALTERNATE PAYEES.
Unless the context otherwise requires, any reference herein to a Member
or Beneficiary shall be deemed to be a reference to an Alternate Payee
to the extent (a) appropriate to carry out the purposes of the
applicable Qualified Domestic Relations Order and (b) not inconsistent
with the procedures adopted by the Committee pursuant to paragraph
10.07.
53
<PAGE> 60
ARTICLE XIII: CLAIMS PROCEDURE
13.01 APPLICATION FOR PAYMENT.
Payments to Members or their Beneficiaries shall be made upon
application submitted in accordance with procedures prescribed by the
Committee.
13.02 DISPOSITION OF CLAIM.
The Committee shall furnish written notice of disposition of a claim to
the claimant within 60 days after the claimant has filed application
therefor. In the event the Committee denies such claim, it shall
specifically set forth in writing the reasons for the denial, cite the
pertinent provisions of the Plan, and, where appropriate, provide an
explanation as to how the claimant can perfect such claim.
13.03 APPEALS.
Any Member or Beneficiary who has been denied a benefit shall be
entitled, upon request to the Secretary of the Committee, to appeal the
denial of his claim. The claimant must provide a written statement of
his position to the Secretary of the Committee not later than 60 days
after receipt of the notification of denial of claim as set forth in
paragraph 13.02. The Committee shall within 60 days after receipt of
such notice communicate to the claimant its decision in writing.
13.04 COMMITTEE DECISION FINAL.
The Committee's determination of benefits due under the Plan shall be
accorded deference and its decision shall be final and binding upon all
parties.
54
<PAGE> 61
ARTICLE XIV: SIGNATURE
To record the adoption of this Plan by the Employer and its Affiliates
participating therein, the Employer has caused this Plan to be executed by its
duly authorized corporate officers, and its corporate seal to be hereunto
affixed, effective as of the ______ day of ____________, ________.
Weight Watchers International
By: ________________________________
Authorized Officer
[Seal]
Attest:
________________________________
Secretary
55
