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EXHIBIT 10 (E)
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CAMPBELL SOUP COMPANY
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DEFERRED COMPENSATION PLAN
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Effective: November 18, 1999
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CAMPBELL SOUP COMPANY
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
<TABLE>
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ARTICLE PAGE
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I. Definitions.................................................................................. 1
II. Eligibility and Participation................................................................ 4
III. Contributions................................................................................ 4
IV. Vesting and Forfeitures...................................................................... 6
V. Investment Accounts and Distributions........................................................ 6
VI. Administrative Procedures.................................................................... 6
VII. Claims Procedure............................................................................. 7
VIII. Funding...................................................................................... 8
IX. Amendment and Termination.................................................................... 8
X. Change in Control............................................................................ 8
XI. Miscellaneous................................................................................ 12
</TABLE>
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CAMPBELL SOUP COMPANY
DEFERRED COMPENSATION PLAN
The Deferred Compensation Plan for Eligible Executives of Campbell Soup
Company ("Plan") is designed to provide an additional method of planning for
retirement and other significant saving needs. The Plan is intended to be an
"unfunded" plan maintained for the purpose of providing deferred compensation to
a select group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of 1974. This Plan
replaces and supersedes the Campbell Soup Company Salary Deferral Plan and the
Campbell Soup Company Supplemental Savings Plan.
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, the following words and phrases
as used herein shall have the following meanings:
Section 1.1 "ACCOUNT BALANCE" means the total amount credited to the
bookkeeping Investment Accounts in which Contributions are maintained for a
Participant, including earnings thereon.
Section 1.2 "ANNUAL INCENTIVE COMPENSATION" means any Employer annual
incentive program which the Plan Administrator has approved as authorized for
deferral under the Plan, including the Campbell Soup Company Management
Worldwide Incentive Plan.
Section 1.3 "BENEFICIARY" means the person that the Participant
designates to receive any unpaid portion of the Participant's Account Balance
should the Participant's death occur before the Participant receives the entire
Account Balance. If the Participant does not designate a beneficiary, his
Beneficiary shall be his spouse if he is married at the time of his death, or
his estate if he is unmarried at the time of his death.
Section 1.4 "BOARD OF DIRECTORS" means the board of directors of
Campbell Soup Company.
Section 1.5 "CAMPBELL STOCK" means Capital Stock of Campbell Soup
Company.
Section 1.6 "CAMPBELL STOCK INVESTMENT ACCOUNT" means an account in
which deferred amounts are valued as if they were invested in the Campbell Stock
unit fund maintained by Fidelity for the Savings Plan.
Section 1.7 "CODE" means the Internal Revenue Code of 1986, as amended.
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Section 1.8 "COMMITTEE" means the Compensation and Organization
Committee of the Board or a subcommittee thereof. All members of the Committee
shall be "Outside Directors," as defined or interpreted for purposes of Section
162(m) of the Code, and "Non-Employee Directors" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934 (the "1934 Act").
Section 1.9 "COMPENSATION" means, for purposes of the Plan, an Eligible
Executive's Salary, LTPP award, Annual Incentive Compensation, Stock Option
Gains and Director's Fees.
Section 1.10 "CONTRIBUTIONS" mean amounts deferred under the Plan
pursuant to Article III and allocated to a Participant's Account Balance. No
money or other assets will actually be contributed to such Account Balance.
Section 1.11 "DIRECTOR" means a member of the Board of Directors.
Section 1.12 "DIRECTOR'S FEES" means retainers, meeting attendance fees
and any other remuneration received by a Director.
Section 1.13 "EFFECTIVE DATE" means November 18, 1999.
Section 1.14 "EMPLOYEE" means an individual who is employed by the
Employer.
Section 1.15 "EMPLOYER" means the Campbell Soup Company and any
subsidiary designated by the Vice President-Human Resources.
Section 1.16 "ELIGIBLE EXECUTIVE" means an Employee who is classified
as "exempt" under the Fair Labor Standards Act of 1938, as amended, and whose
salary grade is at least 28 and whose annual base salary equals or exceeds the
amount set forth in Code section 414(q) defining a highly compensated employee
($85,000 in 2000). Eligible Executive also means a non-employee Director.
Section 1.17 "INVESTMENT ACCOUNT" means an accounting record,
maintained for each Participant, valued in accordance with the performance of
the investment choice in which the deferred amounts are allocated. No funds are
actually contributed to an Investment Account. The Plan Administrator shall
determine which Investment Accounts are offered.
Section 1.18 "LTPP" means any Employer long-term incentive plan,
including the Campbell Soup Company 1994 Long-Term Incentive Plan.
Section 1.19 "OPTION" means either a nonqualified stock option or an
incentive stock option to purchase Campbell Stock.
Section 1.20 "PARTICIPANT" means an Eligible Executive who elects to
participate in the Plan.
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Section 1.21 "PLAN" means this Deferred Compensation Plan, as may be
amended from time to time.
Section 1.22 "PLAN ADMINISTRATOR" means the Vice President - Human
Resources of Campbell Soup Company or any person or entity designated by the
Vice President - Human Resources.
Section 1.23 "PLAN YEAR" means the 12-month period beginning January 1
and ending December 31.
Section 1.24 "SALARY"
For purposes of Salary Deferral only, Salary means all
amounts that are treated as wages for Federal income tax withholding under
section 3401(a) of the Code for the Plan Year plus amounts that would be paid to
the Employee during the year but for the Employee's election under a cash or
deferred arrangement described in section 401(k) of the Code or a cafeteria plan
described in section 125 of the Code. Notwithstanding the preceding sentence,
Salary shall not include:
(a) Stock Option Gains,
(b) contributions by the Employer to this or any other
plan or plans for the benefit of its employees,
except as otherwise expressly provided in this Plan,
or
(c) amounts identified by the Employer as expense
allowances or reimbursements regardless of whether
such amounts are treated as wages under the Code.
Section 1.25 "SALARY DEFERRAL" means the provision whereby an Eligible
Executive can defer Salary in accordance with Section 3.1.
Section 1.26 "SAVINGS PLAN" means the Campbell Soup Company Savings
Plus Plan for Salaried Employees.
Section 1.28 "STOCK OPTION GAINS" means the amount by which the market
price of Campbell Stock exceeds the exercise price for an Option on the date of
exercise of the Option.
Section 1.27 "SUPPLEMENTAL SAVINGS" means the provision described in
Section 3.2.
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ARTICLE II
ELIGIBILITY AND PARTICIPATION
Section 2.1 ELIGIBILITY. Each Eligible Executive may elect to defer all
or a portion of Compensation in accordance with the Plan.
Section 2.2 EXECUTIVES OUTSIDE THE UNITED STATES. Notwithstanding any
other provisions of the Plan to the contrary, an Eligible Executive who is
subject to tax outside of the United States is not eligible to participate in
any feature of the Plan unless his or her participation has been approved in
advance by the Plan Administrator.
Section 2.3 PARTICIPATION. Any Eligible Executive who elects to
participate in the Plan shall become a Participant in the Plan immediately upon
enrolling as a Participant by the method required by the Plan Administrator. An
individual shall remain a Participant under the Plan until all amounts credited
to the Participant's Account Balance have been distributed to the Participant or
the Participant's Beneficiary.
ARTICLE III
CONTRIBUTIONS
Section 3.1 SALARY DEFERRAL. An Eligible Executive may elect to defer
up to 50% of his or her Salary and to have the Employer make a contribution of
that amount to his or her Account Balance.
Section 3.2 SUPPLEMENTAL SAVINGS. On behalf of a Participant who
contributes to the Savings Plan the required amount as set by the Plan
Administrator, the Employer shall contribute to his or her Account Balance in
each Plan Year an amount equal to the difference between 1) the Matching Company
Contributions (as defined in the Savings Plan) that would have been made to the
Savings Plan on behalf of the Participant using the Participant's total Salary
and Annual Incentive Compensation award, without regard to any amounts deferred
under this Plan, and without regard to the annual dollar limit under Code
section 401(a)(17) (as adjusted from time to time), and 2) the actual Matching
Company Contributions made to the Savings Plan. The benefit so calculated shall
be credited to the Participant's Account Balance. No benefit shall accrue during
any period of time when a Participant is not an active participant in the
Savings Plan.
Section 3.3 ANNUAL INCENTIVE COMPENSATION DEFERRAL. On behalf of a
Participant who participates in a Annual Incentive Compensation plan, the
Employer shall contribute to his or her Account Balance an amount equal to that
portion of a Annual Incentive Compensation award that the Participant has
elected to defer under the Plan.
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Section 3.4 LTPP DEFERRAL. On behalf of a Participant who participates
in the LTPP, the Employer shall contribute to his or her Account Balance an
amount equal to that portion of an eligible LTPP award that the Participant has
elected to defer under the Plan.
Section 3.5 STOCK OPTION GAIN DEFERRAL. (a) Participants eligible to
participate in the Plan may elect to defer receipt of the gain that would
otherwise be due upon exercise of an Option. Options subject to deferral shall
have been awarded to the Participant more than seven years prior to the date of
the election to defer. The election to defer must be made (i) in the calendar
year prior to the calendar year in which the Option will be exercised and a
minimum of six months prior to the exercise of an Option; and (ii) no later than
six months prior to the last date on which the Option can be exercised by the
Participant.
(b) In order to defer gain from the exercise of an Option, a
Participant must use Campbell Stock that has been owned for more than six months
to pay the exercise price of the Options. Options can be exercised on any date
that is at least 180 days after the election to defer has been made.
(c) Each Option deferral election must specify the (i) Option
grant date(s) and number of shares to be exercised; and (ii) deferral period.
The period of deferral begins with the date of exercise. In order to be able to
defer Stock Option Gains, the Option must be exercised while the Participant is
actively employed. On behalf of a Participant who participates in Stock Option
Gains deferral, the Employer shall contribute option gain shares to the Campbell
Stock Investment Account. Option gain shares must remain in Campbell Stock
Investment Account and cannot be reallocated at any time.
Section 3.6 DIRECTOR COMPENSATION DEFERRAL. (a) Any non-employee
Director may, by delivering a written election to the Plan Administrator on or
before December 31 of any calendar year, elect to defer receipt of all or a
specified part (in 10% increments) of his or her cash or Campbell Stock
compensation during the calendar year following such election and succeeding
calendar years. Non-employee Directors may also elect to defer Stock Option
Gains in accordance with Section 3.5.
(b) Any person who shall become a non-employee Director during
any calendar year, and who was not a non-employee Director on the preceding
December 31, may, before his or her term begins, elect to defer receipt of all
or a specified part of his or her cash and Campbell Stock compensation during
the balance of such calendar year and for succeeding calendar years.
(c) Any such election shall be in writing and shall be
delivered to the Plan Administrator. Campbell Stock compensation can only be
deferred into the Campbell Stock Investment Account. Cash compensation may be
deferred into any of the Investment Accounts.
(d) A non-employee Director's election to defer receipt of
compensation shall continue until the date on which such director ceases to be a
Director of the Company or until he or she terminates such election by written
notice delivered to the Plan Administrator. Any such
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notice terminating an election to defer compensation shall be effective as of
the end of the calendar year in which such notice of termination is delivered.
ARTICLE IV
VESTING AND FORFEITURES
Participants are fully vested in all amounts credited to their Account
Balances, except as set forth below regarding Supplemental Savings and except
for any vesting requirements related to LTPP awards.
Contributions of Supplemental Savings vest shall in accordance with the
following schedule:
<TABLE>
<CAPTION>
Completed Years of Service Vested Percentage
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(as defined in the Savings Plan)
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 100%
</TABLE>
ARTICLE V
INVESTMENT ACCOUNTS AND DISTRIBUTIONS
Section 5.1 INVESTMENT ACCOUNTS. The Plan Administrator shall designate
the Investment Accounts that will be available to Participants under the Plan.
The Plan Administrator shall also designate how often and what procedures must
be followed to reallocate amounts in the Investment Accounts.
Section 5.2 DISTRIBUTIONS. The Plan Administrator shall establish
written procedures providing Participants with instructions and requirements
regarding distributions from the Plan.
ARTICLE VI
ADMINISTRATIVE PROCEDURES
Section 6.1 GENERAL. The Plan shall be administered by the Plan
Administrator. The Plan Administrator shall establish procedures and rules
regarding the timing of deferral elections, the time period for deferral (which
shall not be less than two years) the forms of distribution, the maximum number
of annual installment payments, the Investment Accounts for valuing Account
Balances, reallocation of Account Balances among Investment Accounts, statements
of Account
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Balances, the time and manner of payment of Account Balances, and other
administrative items for this Plan.
Section 6.2 PLAN INTERPRETATION. The Plan Administrator shall have the
authority and responsibility to interpret and construe the Plan and to decide
all questions arising thereunder, including without limitation, questions of
eligibility for participation, eligibility for Contributions, the amount of
Account Balances, and the timing of the distribution thereof, and shall have the
authority to deviate from the literal terms of the Plan to the extent the Plan
Administrator shall determine to be necessary or appropriate to operate the Plan
in compliance with the provisions of applicable law.
Section 6.3 RESPONSIBILITIES AND REPORTS. The Plan Administrator may
pursuant to a written instruction name other persons to carry out specific
responsibilities. The Plan Administrator shall be entitled to rely conclusively
upon all tables, valuations, certificates, opinions and reports that are
furnished by any accountant, controller, counsel, or other person who is
employed or engaged for such purposes.
ARTICLE VII
CLAIMS PROCEDURE
Section 7.1 DENIAL OF CLAIM FOR BENEFITS. Any denial by the Plan
Administrator of any claim for benefits under the Plan by a Participant or
Beneficiary shall be stated in writing by the Plan Administrator and delivered
or mailed to the Participant or Beneficiary. The Plan Administrator shall
furnish the claimant with notice of the decision not later than 90 days after
receipt of the claim, unless special circumstances require an extension of time
for processing the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished to the claimant
prior to the termination of the initial 90-day period. In no event shall such
extension exceed a period of 90 days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the Plan Administrator expects to render the final
decision. The notice of the Plan Administrator's decision shall be written in a
manner calculated to be understood by the claimant and shall include (i) the
specific reasons for the denial, including, where appropriate, references to the
Plan, (ii) any additional information necessary to perfect the claim with an
explanation of why the information is necessary, and (iii) an explanation of the
procedure for perfecting the claim.
Section 7.2 APPEAL OF DENIAL. The claimant shall have 60 days after
receipt of written notification of denial of his or her claim in which to file a
written appeal with the Plan Administrator. As a part of any such appeal, the
claimant may submit issues and comments in writing and shall, on request, be
afforded an opportunity to review any documents pertinent to the perfection of
his or her claim. The Plan Administrator shall render a written decision on the
claimant's appeal ordinarily within 60 days of receipt of notice thereof but, in
no case, later than 120 days.
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ARTICLE VIII
FUNDING
Section 8.1 FUNDING. The Employer shall not segregate or hold
separately from its general assets any amounts credited to the Account Balances
for Participants, and shall be under no obligation whatsoever to fund in advance
any amounts under the Plan, including Contributions and earnings thereon.
Section 8.2 INSOLVENCY. In the event that the Employer becomes
insolvent, all Participants and Beneficiaries shall be treated as general,
unsecured creditors of the Employer with respect to any amounts credited to the
Account Balances.
ARTICLE IX
AMENDMENT AND TERMINATION
Section 9.1 The Employer reserves the right to amend or terminate the
Plan at any time by action of the Vice President-Human Resources.
Notwithstanding the foregoing, no such amendment or termination shall reduce any
Participant's Account Balance as of the date of such amendment or termination.
Upon a complete termination of the Plan, all vested amounts credited to
Participants' Account Balances may be immediately distributed or may be paid out
in accordance with Participant's deferral elections at the discretion of the
Plan Administrator.
ARTICLE X
CHANGE IN CONTROL
Section 10.1 PROVISIONS. Notwithstanding anything contained in the Plan
to the contrary, the provisions of this Article X shall govern and supersede any
inconsistent terms or provisions of the Plan.
Section 10.2 DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan
"Change in Control" shall mean any of the following events:
(a) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding voting securities (the "Voting Securities"), provided, however,
that for purposes of this Section 10.2(a), the Voting Securities acquired
directly from the Company by any Person shall be excluded from the determination
of such Person's Beneficial Ownership of Voting Securities (but such Voting
Securities shall be included in the calculation
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of the total number of Voting Securities then outstanding); or
(b) The individuals who, as of January 25, 1990, were members
of the Board (the "Incumbent Board"), cease for any reason to constitute at
least two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company's stockholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of the Plan, be considered as a member of the
Incumbent Board; or
(c) Approval by stockholders of the Company of (1) a merger or
consolidation involving the Company if the stockholders of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly immediately following such merger or consolidation, more than eighty
percent (80%) of the combined voting power of the outstanding voting securities
of the corporation resulting from such merger or consolidation in substantially
the same proportion as their ownership of the Voting Securities immediately
before such merger or consolidation or (2) a complete liquidation or dissolution
of the Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company; or
(d) Acceptance of stockholders of the Company of shares in a
share exchange if the stockholders of the Company, immediately before such share
exchange, do not own, directly or indirectly immediately following such share
exchange, more than eighty percent (80%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting
Securities outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because twenty-five percent (25%) or more of the then
outstanding Voting Securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the
Company or any of its subsidiaries, (ii) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the stockholders
of the Company in the same proportion as their ownership of stock in the Company
immediately prior to such acquisition, (iii) any "Grandfathered Dorrance Family
Stockholder" (as hereinafter defined) or (iv) any Person who has acquired such
Voting Securities directly from any Grandfathered Dorrance Family Stockholder
but only if such Person has executed an agreement which is approved by
two-thirds of the Board and pursuant to which such Person has agreed that he (or
they) will not increase his (or their) Beneficial Ownership (directly or
indirectly) to 30% or more of the outstanding Voting Securities (the "Standstill
Agreement") and only for the period during which the Standstill Agreement is
effective and fully honored by such Person. For purposes of this Section,
"Grandfathered Dorrance Family Stockholder" shall mean at any time a "Dorrance
Family Stockholder" (as hereinafter defined) who or which is at the time in
question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned
by such individual on January 25, 1990, (w) Voting Securities acquired directly
from the Company, (x) Voting Securities acquired directly from another
Grandfathered Dorrance Family Stockholder, (y) Voting Securities which are also
Beneficially Owned by other Grandfathered Dorrance Family Stockholders at the
time in question, and (z) Voting Securities acquired after January 25, 1990
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other than directly from the Company or from another Grandfathered Dorrance
Family Stockholder by any "Dorrance Grandchild" (as hereinafter defined)
provided that the aggregate amount of Voting Securities so acquired by each such
Dorrance Grandchild shall not exceed five percent (5%) of the Voting Securities
outstanding at the time of such acquisition. A "Dorrance Family Stockholder" who
or which is at the time in question the Beneficial Owner of Voting Securities
which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately
preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at
the time in question. For purposes of this Section, "Dorrance Family
Stockholders" shall mean individuals who are descendants of the late Dr. John T.
Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such
descendants. A "Dorrance Grandchild" means as to each particular grandchild of
the late Dr. John T. Dorrance, Sr., all of the following taken collectively:
such grandchild, such grandchild's descendants and/or the spouses, fiduciaries
and foundations of such grandchild and such grandchild's descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.
Section 10.3 DEFINITION OF "TERMINATION FOLLOWING A CHANGE IN CONTROL."
For purposes of the Plan, "Termination Following a Change in Control" means a
termination of employment:
(a) initiated by the employer of the Participant, or
(b) initiated by the Participant following one or more of
the following events:
(i) an assignment to the Participant of any duties
materially inconsistent with, or a reduction or change by his or her employer in
the nature or scope of the authority, duties or responsibilities of the
Participant from those assigned to or held by the Participant immediately prior
to the Change in Control;
(ii) any removal of the participant from the
positions held immediately prior to the Change in control, except in connection
with promotions to positions of greater responsibility and prestige;
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(iii) any reduction by his or her employer in the
Participant's compensation as in effect immediately prior to the Change in
Control or as the same may be increased thereafter;
(iv) revocation or any modification of any employee
benefit plan, or any action taken pursuant to the terms of any such plan, that
materially reduces the opportunity of the Participant to receive benefits under
any such plan;
(v) a transfer or relocation of the site of
employment of the Participant immediately preceding the Change in Control,
without the Participant's express written consent, to a location more than fifty
(50) miles distant therefrom, or that is otherwise an unacceptable commuting
distance from the Participant's principal residence at the date of the Change in
Control; or
(vi) a requirement that the Participant undertake
business travel to an extent substantially greater than the Participant's
business travel obligation immediately prior to the Change in Control.
Section 10.4 ACCRUED BENEFIT.
(a) Upon a Change in Control, the Campbell Stock Investment
Account shall be converted into cash in an amount equal to the greater of (1)
the highest price per share of the Campbell's Stock (a "Share") paid to holders
of the Shares in any transaction (or series of transactions) constituting or
resulting in a Change in Control or (2) the highest fair market value per Share
during the ninety (90) day period ending on the date of a Change in Control
multiplied by the number of units of Company Stock credited to an Executive's
Account Balance under the Plan.
(b) Upon an Executive's Termination Following a Change in
Control within two (2) years after a Change in Control, the Company shall,
within thirty (30) days, pay to the Executive a lump sum cash payment equal to
the lump sum of his Account Balance as of the date of his termination of
employment regardless of the Executive's previous distribution election.
(c) Immediately upon a Change in Control, regardless of
whether a non-employee Director's services as a member of the Board of Directors
cease, he or she shall receive any amounts credited to his or her deferred
Account Balance to the date of the Change in Control in one lump sum payment.
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Section 10.5 AMENDMENT OR TERMINATION.
(a) This Article X shall not be amended or terminated at any
time if any such amendment or termination would adversely affect the rights of
any Participants under the Plan.
(b) For a period of two (2) years following a Change in
Control, the Plan shall not be terminated or amended in any way that would
adversely affect the rights of the Participants, nor shall the manner in which
the Plan is administered be changed in a way that adversely affects the
Executive's right to existing or future Company provided benefits or
contributions provided hereunder. Furthermore, the Plan may not be merged or
consolidated with any other program during said two-year period.
(c) Any amendment or termination of the Plan prior to a Change
in Control and which (1) was at the request of a third party who has indicated
an intention or taken steps reasonably calculated to effect a Change in Control
or (2) otherwise arose in connection with or in anticipation of a Change in
Control, shall be null and void and shall have no effect whatsoever.
ARTICLE XI
MISCELLANEOUS
Section 11.1 NO EMPLOYMENT CONTRACT. The establishment or existence of
the Plan shall not confer upon any individual the right to be continued as an
employee or Director. The Employer expressly reserves the right to discharge any
employee whenever in its judgment its best interests so require.
Section 11.2 NON-ALIENATION. No amounts payable under the Plan shall be
subject in any manner to anticipation, assignment, or voluntary or involuntary
alienation.
Section 11.3 GOVERNING LAW. The Plan shall be governed by and construed
in accordance with the laws of the State of New Jersey to the extent not
preempted by federal law.
Section 11.4 WITHHOLDING. The Employer shall withhold from any benefits
payable under the Plan all federal, state and local income taxes or other taxes
required to be withheld pursuant to applicable law.
Section 11.5 INCAPACITY. If the Plan Administrator, in its sole
discretion, deems a Participant or Beneficiary who is eligible to receive any
payment hereunder to be incompetent to receive the same by reason of illness or
any infirmity or incapacity of any kind, the Plan Administrator may direct the
Employer to apply such payment directly for the benefit of such person, or to
make payment to any person selected by the Plan Administrator to disburse the
same for the benefit of the Participant or Beneficiary. Payments made pursuant
to this Section shall operate as a discharge, to the extent thereof, of all
liabilities of the Employer, the Plan Administrator and the Plan to the person
for whose benefit the payments are made.
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Section 11.6 CONSTRUCTION OF TERMS. For purposes of the Plan, the
singular shall include the plural, and vice versa and the masculine shall
include the feminine.
Section 11.7 BINDING UPON SUCCESSORS. The liabilities under the Plan
shall be binding upon any successor, assign or purchaser of the Employer or any
purchaser of substantially all of the assets of the Employer.
Section 11.8 TRUST ARRANGEMENT. All benefits under the Plan represent
an unsecured promise to pay by the Employer. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Employer
resulting in the Executives having no greater rights than the Employer's other
general creditors. Nothing herein shall prevent or prohibit the Employer from
establishing a trust or other arrangement for the purpose of providing for the
payment of the benefits payable under the Plan.
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