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EXHIBIT 4.1
AFFILIATED COMPUTER SERVICES, INC.
401(k) SUPPLEMENTAL PLAN
EFFECTIVE AS OF JULY 1, 2000
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AFFILIATED COMPUTER SERVICES, INC.
401(k) SUPPLEMENTAL PLAN
TABLE OF CONTENTS
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ARTICLE I DEFINITIONS.........................................................................................1
1.1 Account.....................................................................................1
1.2 Administrative Committee....................................................................1
1.3 Base Pay....................................................................................1
1.4 Beneficiary.................................................................................1
1.5 Board.......................................................................................1
1.6 Bonus.......................................................................................1
1.7 Business Day................................................................................1
1.8 Code........................................................................................1
1.9 Company.....................................................................................1
1.10 Compensation................................................................................1
1.11 Controlled Group............................................................................1
1.12 Controlling Company.........................................................................2
1.13 Deferral Election...........................................................................2
1.14 Deferred Compensation.......................................................................2
1.15 Effective Date..............................................................................2
1.16 Eligible Employee...........................................................................2
1.17 Entry Date..................................................................................2
1.18 ERISA.......................................................................................2
1.19 Financial Hardship..........................................................................2
1.20 401(k) Plan.................................................................................3
1.21 Investment Return...........................................................................3
1.22 Matching Contributions......................................................................3
1.23 Participant.................................................................................3
1.24 Plan........................................................................................3
1.25 Plan Year...................................................................................3
1.26 Retirement..................................................................................3
1.27 Salary......................................................................................3
1.28 Surviving Spouse............................................................................4
1.29 Trust or Trust Agreement....................................................................4
1.30 Trustee.....................................................................................4
1.31 Trust Fund..................................................................................4
1.32 Valuation Date..............................................................................4
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AFFILIATED COMPUTER SERVICES, INC.
401(k) SUPPLEMENTAL PLAN
TABLE OF CONTENTS (CONTINUED)
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ARTICLE II ELIGIBILITY AND PARTICIPATION.......................................................................5
2.1 Eligibility.................................................................................5
2.2 Procedure for Admission.....................................................................5
2.3 Cessation of Eligibility....................................................................5
ARTICLE III PARTICIPANTS' ACCOUNTS: DEFERRALS AND CREDITING.....................................................6
3.1 Participants' Accounts......................................................................6
3.2 Deferral Elections..........................................................................6
3.3 Crediting of Matching Contributions.........................................................7
3.4 Debiting of Distributions...................................................................8
3.5 Crediting of Investment Return..............................................................8
3.6 Vesting.....................................................................................8
3.7 Notice to Participants of Account Balances..................................................9
3.8 Good Faith Valuation Binding................................................................9
3.9 Errors and Omissions in Accounts............................................................9
ARTICLE IV PARTICIPANT DIRECTION OF ACCOUNT BALANCES..........................................................10
4.1 Selection of Investment Funds..............................................................10
4.2 Participant Direction of Deemed Investments................................................10
4.3 Participation Direction Not Binding........................................................11
ARTICLE V PAYMENT OF ACCOUNT BALANCES........................................................................12
5.1 Benefit Payments upon Termination of Service for Reasons Other
than Death.................................................................................12
5.2 Benefits Payable Upon Death................................................................12
5.3 Retirement Benefits........................................................................12
5.4 In Service Distributions...................................................................13
5.5 Accelerated Distributions..................................................................14
5.6 Hardship Distributions.....................................................................14
5.7 Beneficiary Designation....................................................................15
5.8 Taxes......................................................................................15
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AFFILIATED COMPUTER SERVICES, INC.
401(k) SUPPLEMENTAL PLAN
TABLE OF CONTENTS (CONTINUED)
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ARTICLE VI CLAIMS.............................................................................................16
6.1 Claims.....................................................................................16
6.2 Exhaustion of Administrative Remedies......................................................16
6.3 Action for Recovery........................................................................17
6.4 Participant's Responsibilities.............................................................17
6.5 Unclaimed Benefits.........................................................................17
ARTICLE VII SOURCE OF FUNDS: TRUST.............................................................................18
7.1 Source of Funds............................................................................18
7.2 Trust......................................................................................18
ARTICLE VIII ADMINISTRATIVE COMMITTEE...........................................................................19
8.1 Action.....................................................................................19
8.2 Rights and Duties..........................................................................19
8.3 Compensation, Indemnity and Liability......................................................20
ARTICLE IX AMENDMENT AND TERMINATION..........................................................................21
9.1 Amendments.................................................................................21
9.2 Termination of Plan........................................................................21
ARTICLE X MISCELLANEOUS......................................................................................22
10.1 Taxation...................................................................................22
10.2 Withholding................................................................................22
10.3 No Employment Contract.....................................................................22
10.4 Headings...................................................................................22
10.5 Gender and Number..........................................................................22
10.6 Assignment of Benefits.....................................................................22
10.7 Legally Incompetent........................................................................23
10.8 Governing Law..............................................................................23
10.9 Severability...............................................................................23
10.10 Overpayments...............................................................................23
10.11 Entire Plan................................................................................23
SIGNATURES.........................................................................................24
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AFFILIATED COMPUTER SERVICES, INC.
401(k) SUPPLEMENTAL PLAN
Effective as of the 1st day of July, 2000, Affiliated Computer
Services, Inc. (the "Controlling Company") hereby adopts the Affiliated Computer
Services, Inc. 401(k) Supplemental Plan (the "Plan").
BACKGROUND AND PURPOSE
A. GENERAL PURPOSE. The Controlling Company desires to provide its
designated key management and highly compensated employees (and those of its
affiliated companies that participate in the Plan) with an opportunity to defer
the receipt and income taxation of a portion of such employees' annual
compensation. The purpose of the Plan is to set forth the terms and conditions
pursuant to which these deferrals may be made and to describe the nature and
extent of the employees' rights to their deferred amounts.
B. TYPE OF PLAN. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who are
within a select group of key management or highly compensated employees. This
Plan and the participation in the Plan by Eligible Employees is not intended to
create and shall not be deemed to create a security which would be subject to
regulation by the United States Securities and Exchange Commission or any state
agency.
STATEMENT OF AGREEMENT
To establish the Plan with the purposes and goals as hereinabove
described, the Controlling Company hereby sets forth the terms and provisions as
follows:
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ARTICLE I
DEFINITIONS
For purposes of the Plan, the following terms, when used with an
initial capital letter, shall have the meaning set forth below unless a
different meaning plainly is required by the context.
1.1 ACCOUNT shall mean, with respect to a Participant or Beneficiary,
the total dollar amount or value evidenced by the last balance posted in
accordance with the terms of the Plan to the account record established for such
Participant or Beneficiary.
1.2 ADMINISTRATIVE COMMITTEE shall mean the administrative committee of
the 401(k) Plan, or such other committee as shall be appointed by the Board of
Directors of Affiliated Computer Services, Inc., which shall act on behalf of
the Controlling Company to administer the Plan, all as provided in Article VIII.
1.3 BASE PAY shall mean the Participant's regular annual salary plus
commissions.
1.4 BENEFICIARY shall mean, with respect to a Participant, the
person(s) designated in accordance with Section 5.6 to receive any benefits that
may be payable under the Plan upon the death of the Participant.
1.5 BOARD shall mean the Board of Directors of the Controlling Company.
1.6 BONUS shall mean the actual bonus paid to the Participant under the
ACS Management Bonus Plan (or comparable plan of the Company employing the
Participant).
1.7 BUSINESS DAY shall mean each day on which national banks generally
operate and are open to the public for business.
1.8 CODE shall mean the Internal Revenue Code of 1986, as amended, and
any succeeding federal tax provisions.
1.9 COMPANY shall mean Affiliated Computer Services, Inc. or other
member of the Controlled Group of the Controlling Company who actually employs
the Participant.
1.10 COMPENSATION shall mean, for a Participant for any Plan Year, such
Participant's Base Pay plus Bonus.
1.11 CONTROLLED GROUP shall mean all of the companies that are either
(i) members of the same controlled group of corporations (within the meaning of
Code Section 414(b)) or (ii) under common control (within the meaning of Code
Section 414(c)), with the Controlling Company.
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1.12 CONTROLLING COMPANY shall mean Affiliated Computer Services, Inc.,
a Delaware corporation with its principal place of business in Dallas, Texas.
1.13 DEFERRAL ELECTION shall mean a written election form on which a
Participant may elect to defer under the Plan a portion of his Compensation.
1.14 DEFERRED COMPENSATION shall mean the amount of Compensation that a
Participant elects to defer under this Plan pursuant to a timely, written
Deferral Election for a given period.
1.15 EFFECTIVE DATE shall mean July 1, 2000, the date that the Plan
initially shall be effective.
1.16 ELIGIBLE EMPLOYEE shall mean, for a Plan Year, an individual:
(a) Who is a member of a select group of key management or
highly compensated employees of a Company;
(b) Whose Salary at the date or dates the Administrative
Committee makes its determination of eligibility for such Plan Year (as
described below), or for newly hired employees, whose Salary on the date of his
hire is at least $85,000, or such higher or lower threshold as the
Administrative Committee in its sole discretion may establish from time to time;
and
(c) Who is designated and notified by the Administrative
Committee as eligible to participate in this Plan.
The Administrative Committee shall determine, from time to time and in its sole
discretion, which employees satisfy said criteria and the Administrative
Committee's determination, whether or not accurate, shall be binding.
1.17 ENTRY DATE shall mean the first day of every calendar quarter
during the period in which the Plan remains in effect.
1.18 ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.19 FINANCIAL HARDSHIP shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of the Participant's dependent (as defined in Code Section
152(a)), loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Financial Hardship shall be determined by
the Administrative Committee on the basis of the facts of each case, including
information supplied by the Participant in accordance with uniform guidelines
prescribed from time to time by the
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Administrative Committee; provided, the Participant will be deemed not to have a
Financial Hardship to the extent that such hardship is or may be relieved:
(a) Through reimbursement or compensation by insurance or
otherwise;
(b) By liquidation of the Participant's assets, to the extent
the liquidation of assets would not itself cause severe financial hardship; or
(c) By cessation of deferrals under the Plan.
Examples of what are not considered to be unforeseeable emergencies include the
need to send a Participant's child to college or the desire to purchase a home.
1.20 401(k) PLAN shall mean the Affiliated Computer Services, Inc.
401(k) Plan, as amended from time to time, regardless of the 401(k) plan in
which the Participant actually participates.
1.21 INVESTMENT RETURN shall mean the amounts credited (as income,
gains or appreciation on the deemed investments provided under Article IV) or
charged (as losses or depreciation on the deemed investments provided under
Article IV) to the balances in the Participant's Accounts pursuant to Section
3.5.
1.22 MATCHING CONTRIBUTIONS shall mean, for each Plan Year, the amount
credited to a Participant's Account pursuant to Section 3.3.
1.23 PARTICIPANT shall mean any person who has been admitted to, and
has not been removed from, participation in the Plan pursuant to the provisions
of Article II.
1.24 PLAN shall mean the Affiliated Computer Services, Inc. 401(k)
Supplemental Plan, as contained herein and all amendments hereto. For tax
purposes and purposes of Title I of ERISA, the Plan is intended to be an
unfunded, nonqualified deferred compensation plan covering certain designated
employees who are within a select group of key management or highly compensated
employees.
1.25 PLAN YEAR shall mean the 12-consecutive month period ending on
December 31 of each year. The first Plan Year shall be a short Plan Year
beginning on the Effective Date, July 1, 2000, and ending on December 31, 2000.
1.26 RETIREMENT shall mean the termination of employment with the
Company and all other members of the Controlled Group on or after age fifty-five
(55) with five (5) or more years of service (determined in accordance with the
401(k) Plan).
1.27 SALARY shall mean an Employee's regular annual salary.
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1.28 SURVIVING SPOUSE shall mean, with respect to a Participant, the
person who is treated as married to such Participant under the laws of the state
in which the Participant resides. The determination of a Participant's Surviving
Spouse shall be made as of the date of such Participant's death.
1.29 TRUST OR TRUST AGREEMENT shall mean a separate agreement or
agreements between the Controlling Company and the Trustee governing the
creation of the Trust Fund, if any, and any amendments thereto.
1.30 TRUSTEE shall mean the party or parties so designated from time to
time pursuant to the terms of the Trust Agreement, if any.
1.31 TRUST FUND shall mean the total amount of cash and other property
held by the Trustee (or any nominee thereof) at any time under the Trust
Agreement, if any.
1.32 VALUATION DATE shall mean each Business Day.
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ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY.
(a) ANNUAL PARTICIPATION. Each individual who is an Eligible
Employee for a Plan Year as of the first day of such Plan Year shall be eligible
to participate in the Plan for the entire Plan Year. Such individual's
participation shall become effective as of the first day of such Plan Year
(assuming he satisfies the procedures for admission described below).
(b) INTERIM PLAN YEAR PARTICIPATION. Each newly hired employee
who becomes an Eligible Employee during a Plan Year shall be eligible to
participate in the Plan for a portion of such Plan Year. Such individual's
participation shall become effective as of the Entry Date coinciding with or
next following the date he becomes an Eligible Employee (assuming he satisfies
the procedures for admission described below). If the newly Eligible Employee
does not make a Deferral Election prior to the first Entry Date for which he is
eligible, the newly Eligible Employee may make a Deferral Election to defer
Compensation for services to be performed subsequent to the Deferral Election
within thirty (30) days after the date the Employee first becomes an Eligible
Employee.
2.2 PROCEDURE FOR ADMISSION.
Each Eligible Employee shall become a Participant for a Plan Year by
completing such forms and providing such data in a timely manner, as are
required by the Administrative Committee as a precondition of participation in
the Plan. Such forms and data may include, without limitation, a Deferral
Election, the Eligible Employee's acceptance of the terms and conditions of the
Plan, and the designation of a Beneficiary to receive any benefits payable
hereunder.
2.3 CESSATION OF ELIGIBILITY.
The Administrative Committee may remove an employee from active
participation in the Plan if, as of any day during a Plan Year, he ceases to
satisfy the criteria that qualified him as an Eligible Employee, in which case
his deferrals under the Plan shall cease. Even if his active participation in
the Plan ends, an employee shall remain an inactive Participant in the Plan
until the earlier of (i) the date the full amount of his Account (if any) is
distributed from the Plan, or (ii) the date he again becomes an Eligible
Employee and recommences participation in the Plan. During the period of time
that an employee is an inactive Participant in the Plan his Account shall
continue to be credited with Investment Return as provided for in Section 3.5.
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ARTICLE III.
PARTICIPANTS' ACCOUNTS: DEFERRALS AND CREDITING
3.1 PARTICIPANTS' ACCOUNTS.
(a) ESTABLISHMENT OF ACCOUNTS. The Administrative Committee
shall establish and maintain, on behalf of each Participant, an Account. The
Account shall be credited with (i) the Participant's Deferred Compensation, (ii)
the Participant's Matching Contributions, and (iii) Investment Return
attributable to such Account.
(b) NATURE OF CONTRIBUTIONS AND ACCOUNTS. The Deferred
Compensation and the Matching Contributions and Investment Return credited to a
Participant's Account shall, at the Controlling Company's election, either, (i)
be represented solely by bookkeeping entries, and no moneys or other assets
shall actually be set aside for such Participant or (ii) credited to a Trust
established pursuant to Section 7.2. The Administrative Committee or the Board
shall allocate the total liability to pay benefits under the Plan among the
Controlling Company and the members of its Controlled Group comprising the
Company in such manner and amount as the Administrative Committee or the Board
(as applicable) in its sole discretion deems appropriate. Any assets, which may
be acquired by the Controlling Company in anticipation of its obligations under
the Plan, shall be part of the general assets of the Controlling Company. The
Controlling Company's obligation to pay benefits under the Plan constitutes a
mere promise of the Controlling Company to pay such benefits, and a Participant
or Beneficiary shall be and remain no more than an unsecured, general creditor
of the Controlling Company.
3.2 DEFERRAL ELECTIONS.
Each Eligible Employee who is or becomes eligible to participate in the
Plan for all or any portion of a Plan Year may elect to become an active
Participant for such Plan Year by completing and delivering to the Controlling
Company (or its designee) a Deferral Election setting forth the terms of his
election and such other forms as required by the Administrative Committee.
Subject to the terms and conditions set forth below, a Deferral Election shall
provide for the reduction of an Eligible Employee's Compensation paid during the
Plan Year for which the Deferral Election is in effect. Each Participant shall
make a Deferral Election for each Plan Year, with such Deferral Elections being
made and effective at the times provided below. Subject to any modifications,
additions or exceptions that the Administrative Committee, in its sole
discretion, deems necessary, appropriate or helpful, the following shall apply
to such Deferral Elections:
(a) EFFECTIVE DATE. A Participant's initial Deferral Election
with respect to his Compensation for any Plan Year shall be effective for the
first paycheck earned after the date the Deferral Election becomes effective. To
be effective, a Participant's initial Deferral Election must be made within the
time period prescribed by the Administrative Committee (generally, on or before
the first day of the Plan Year, or, if later, on or before the Entry Date
coinciding with or next following the date he first becomes eligible to
participate in the Plan, subject to Section 2.1).
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An Eligible Employee's subsequent Deferral Election with respect to his
Compensation for any Plan Year must be made on or before the last day of the
Plan Year immediately preceding the Plan Year for which he desires to
participate. If an Eligible Employee fails to submit a Deferral Election in a
timely manner, he shall be deemed to have elected not to participate in the Plan
for that Plan Year. Notwithstanding the foregoing, each Eligible Employee may
make an initial Deferral Election for the Plan prior to or within the first
thirty (30) days after (i) the Effective Date of the Plan or (ii) the Entry Date
coinciding with or next following the date that the individual first becomes an
Eligible Employee, provided that the initial Deferral Election shall be
effective for the first paycheck earned after the date the Deferral Election is
received.
(b) TERM. Each Eligible Employee's Deferral Election for a
Plan Year shall remain in effect for all such Compensation paid during such Plan
Year unless prior to the end of such Plan Year the Participant ceases to be an
active Participant.
(c) AMOUNT. An Eligible Employee may elect to defer his
Compensation (i) payable as Base Pay by a minimum of 1 percent and a maximum of
15 percent and (ii) payable as Bonus by a minimum of 1 percent and a maximum of
50 percent (or such other minimum or maximum percentage and/or amount, if any,
established by the Administrative Committee from time-to-time).
(d) MINIMUM DEFERRAL AMOUNT. An Eligible Employee must elect
to defer at least $2,000 of Compensation each Plan Year (or such other minimum
or maximum percentage and/or amount, if any, established by the Administrative
Committee from time-to-time). If an Eligible Employee's deferral election is
projected to result in less than an annual deferral of the minimum amount
established under this Section, the Eligible Employee's Deferral Election shall
not be given effect and the Participant shall not be an active Participant for
such Plan Year.
(e) CREDITING OF DEFERRED COMPENSATION. For each Plan Year
that a Participant has a Deferral Election in effect, the Administrative
Committee shall credit the amount of such Participant's Deferred Compensation to
his Account on, or as soon as practicable after, the Valuation Date such amount
would have been paid to him but for his Deferral Election.
3.3 CREDITING OF MATCHING CONTRIBUTIONS.
(a) MATCH. As of each Valuation Date within the Plan Year that
Deferred Compensation is credited to the Participant's Account (or such other
date or time as the Administrative Committee, in its sole discretion, determines
from time-to-time), a Matching Contribution attributable to such Deferred
Compensation, if any, shall also be credited to the Participant's Account. The
Administrative Committee shall determine the amount of the Matching
Contribution, if any, to be credited to each Participant's Account. The amount
of the Matching Contribution to be credited to a Participant, if any, shall be
an amount equal to the Matching Contribution that would have been credited to
the Participant under the 401(k) plan in which the Participant participates if
the Participant's Deferred Compensation payable as Base
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Pay had been contributed as 401(k) contributions to such plan, but which were
not credited to such plan due to IRS limitations, provided that the Matching
Contributions credited to the Participant's Account for the Plan Year shall not
exceed the maximum limits described in Section 3.3(b).
(b) LIMITATIONS. Notwithstanding anything to the contrary
contained herein, Matching Contributions shall not be credited to a
Participant's Account to the extent that doing so would cause the following
limits to be exceeded:
(1) Compensation shall not be taken into account to
the extent it exceeds the limitation of Code Section 401(a)(17)
($170,000 for 2000); and
(2) The elective deferral limitation of Code Section
402(g) ($10,500 for 2000 shall be applied).
3.4 DEBITING OF DISTRIBUTIONS.
As of each Valuation Date, the Administrative Committee shall debit
each Participant's Account for any amount distributed from such Account since
the immediately preceding Valuation Date.
3.5 CREDITING OF INVESTMENT RETURN.
(a) INVESTMENT RETURN. The Administrative Committee shall
credit to each Participant's Account as of each Valuation Date the amount of
Investment Return applicable thereto for the period since the immediately
preceding Valuation Date.
(b) TIMING. Investment Return shall ordinarily be credited as
of each Valuation Date, provided the Administrative Committee may, in its sole
discretion, designate another date or dates for crediting of Investment Return.
3.6 VESTING.
A Participant shall at all times be fully vested in his Deferred
Compensation and the Investment Return credited to his Account with respect to
such Deferred Compensation. The Matching Contributions credited to a
Participant's Account and the Investment Return credited with respect thereto
shall vest in accordance with the vesting schedule under the Affiliated Computer
Services, Inc. Savings Plan, two "years of service" - 50% vested; three "years
of service" - 100% vested. For purposes of determining "years of service" for
this Plan, a Participant shall be credited with the same number of years of
service as the Participant is credited with in the 401(k) plan in which the
Participant participates. Notwithstanding the foregoing, a Participant shall
become immediately 100 percent vested upon the occurrence of any of the
following: (i) death, (ii) total and permanent disability (as defined in the ACS
Long-Term Disability Plan), (iii) Retirement, or (iv) Change of Control of the
Controlling Company.
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If a Participant terminates employment with the Company and all Controlled Group
Members before becoming 100 percent fully vested, the unvested portion of the
Participant's account shall be immediately forfeited.
A "Change of Control" shall have occurred if the Controlling Company is merged,
consolidated, or reorganized into or with another person, entity, or group of
entities under common control or if a majority of the outstanding capital stock
or all or substantially all of the assets of the Controlling Company are sold to
any other person, entity, or group of entities under common control and as a
result of such merger, consolidation, reorganization, or sale of capital stock
or assets, more than 51% of the combined voting power of the then outstanding
voting securities of the surviving person or entity immediately after such
transaction are held in the aggregate by a person, entity, or group of entities
under common control who beneficially owned less than 51% of the combined voting
power of the Company prior to such transaction.
Upon distribution of a Participant's entire vested Account balance under Section
5.1, any unvested amounts in the Participant's Account shall be immediately
forfeited. Forfeitures shall be applied to pay administrative expenses of the
Plan or to reduce Matching Contributions payable to the Plan, as determined by
the Administrative Committee, in its sole discretion.
3.7 NOTICE TO PARTICIPANTS OF ACCOUNT BALANCES.
At least once for each Plan Year, the Administrative Committee shall
cause a written statement of a Participant's Account balance to be distributed
to the Participant.
3.8 GOOD FAITH VALUATION BINDING.
In determining the value of the Accounts, the Administrative Committee
shall exercise its best judgment, and all such determinations of value (in the
absence of bad faith) shall be binding upon all Participants and their
Beneficiaries.
3.9 ERRORS AND OMISSIONS IN ACCOUNTS.
If an error or omission is discovered in the Account of a Participant
or in the amount of a Participant's deferrals, the Administrative Committee, in
its sole discretion, shall cause appropriate, equitable adjustments to be made
as soon as administratively practicable following the discovery of such error or
omission.
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ARTICLE IV
PARTICIPANT DIRECTION OF ACCOUNT BALANCES
4.1 SELECTION OF INVESTMENT FUNDS.
From time to time, the Administrative Committee shall select two or
more investment funds (the "Investment Funds") for purposes of determining the
Investment Return on amounts deemed invested in accordance with the terms of the
Plan. The Administrative Committee will notify Participants in writing prior to
the beginning of each Plan Year and at such other times as the Administrative
Committee deems necessary or desirable of the Investment Funds available under
the Plan for such Plan Year. The Administrative Committee may change, add or
remove Investment Funds on a prospective basis at any time and in any manner it
deems appropriate. In the discretion of the Administrative Committee, the
Investment Funds available under the Plan for Participant direction may be
mirrored by investment funds that are actually maintained under the Trust, if
any, but shall not be required to do so. In the event that such investment funds
are maintained under the Trust, the Trustee shall invest the assets of the Trust
as directed by the Administrative Committee in accordance with the Trust
Agreement.
4.2 PARTICIPANT DIRECTION OF DEEMED INVESTMENTS.
Each Participant generally may direct the manner in which his Account
shall be deemed invested in and among the Investment Funds, provided, such
investment directions shall be made in accordance with the following terms:
(a) NATURE OF PARTICIPANT DIRECTION. The selection of
Investment Funds by a Participant shall be for the sole purpose of determining
the Investment Return to be credited to his Account, and shall not be treated or
interpreted in any manner whatsoever as a requirement or direction to actually
invest assets in any Investment Fund or any other investment media. The Plan, as
an unfunded, nonqualified deferred compensation plan, at no time shall have any
actual investment of assets relative to the benefits or Account hereunder.
(b) INVESTMENT OF CONTRIBUTIONS. Except as otherwise provided
in this Section, each Participant may make an investment election prescribing
the percentage of his future Deferred Compensation and Matching Contributions
that will be deemed invested in each Investment Fund. An initial investment
election of a Participant shall be made as of the date the Participant commences
participation in the Plan and shall apply to all Deferred Compensation and
Matching Contributions credited to such Participant's Account after such date.
Such Participant may make subsequent investment elections at such times as
permitted by the Administrative Committee, and such elections shall apply to all
such specified Deferred Compensation and Matching Contributions credited to such
Participant's Account after the effective date of such election. Any investment
election timely and properly made pursuant to this subsection with respect to
future contributions shall remain effective until changed by the Participant.
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(c) INVESTMENT OF EXISTING ACCOUNT BALANCES. Each Participant
may make an investment election, effective as of the date the Participant
commences participation in the Plan, prescribing a different percentage of his
existing Account balances that will be deemed invested in each Investment Fund.
Such Participant may make subsequent investment elections at such times as
permitted by the Administrative Committee prescribing a different percentage of
his existing Account balances that will be deemed invested in each Investment
Fund. Each such election which is timely and properly made shall remain in
effect until changed by such Participant.
(d) PROCEDURES FOR INVESTMENT DIRECTION. Except as otherwise
provided herein, with respect to deemed investments made available under the
Trust, if any, the Administrative Committee (or its delegate) shall then relate
to the Trustee the directions of each Participant as to which deemed investments
are to be made for each Participant. The Participant's directions, if any, shall
be in a form and manner and in the minimum increments prescribed by the
Administrative Committee. The Administrative Committee may, in its sole
discretion, permit such Participant to communicate directly with the Trustee or
his delegate to direct a change in the investment fund or funds in which his
Account is invested. The Administrative Committee may prescribe the fund in
which the Participants' Account shall be deemed invested in the absence of a
direction by any such Participant.
(e) ADMINISTRATIVE COMMITTEE DISCRETION. The Administrative
Committee shall have complete discretion to adopt and revise procedures to be
followed in making such investment elections. Such procedures may include, but
are not limited to, the process of making elections, the permitted frequency of
making elections, the incremental size of elections, the deadline for making
elections and the effective date of such elections. Any procedures adopted by
the Administrative Committee that are inconsistent with the deadlines or
procedures specified in this Section shall supersede such provisions of this
Section without the necessity of a Plan amendment.
4.3 PARTICIPATION DIRECTION NOT BINDING
Notwithstanding any provision of the Plan to the contrary, neither the
Administrative Committee nor the Trustee of the Trust, if any, shall be bound to
follow investment directions of each Participant, but the Participant
nevertheless shall be credited with the deemed performance in the deemed
investment or investments selected by the Participant with respect to the
Investment Funds made available under the Plan. The Company shall have the
right, at any time and from time to time, in its sole discretion, to substitute
assets of equal fair market value for any asset held by the Trust, if any.
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ARTICLE V
PAYMENT OF ACCOUNT BALANCES
5.1 BENEFIT PAYMENTS UPON TERMINATION OF SERVICE FOR REASONS OTHER
THAN DEATH OR RETIREMENT.
If a Participant terminates his employment with the Company and all
other members of the Controlled Group for any reason other than death or
Retirement, he (or his Beneficiary, if he dies after such termination of
employment but before distribution of his Account) shall be entitled to receive
a distribution of the total of: (i) the entire vested amount credited to his
Account, determined as of the Valuation Date coinciding with or next following
the date on which the Participant terminated employment; plus (ii) the vested
amount of Deferred Compensation and Matching Contributions, deferred and/or
credited to his Account since such Valuation Date plus (iii) Investment Return
on such amounts since such Valuation Date. The vested benefit payable to a
Participant under this Section shall be distributed in a single lump sum cash
payment as soon as administratively feasible after the date the Participant
terminates his employment with the Company and all other members of the
Controlled Group for any reason other than death or Retirement.
5.2 BENEFITS PAYABLE UPON DEATH.
If a Participant dies before payment of his benefit from the Plan is
made or commenced, the Beneficiary or Beneficiaries designated by such
Participant in his latest beneficiary designation form filed with the
Administrative Committee shall be entitled to receive a distribution of the
total of (i) the entire vested amount credited to such Participant's Account,
determined as of the Valuation Date coinciding with or next following the date
of the Participant's death; plus (ii) the vested amount of Compensation and
Matching Contributions, deferred and/or credited to his Account since such
Valuation Date plus (iii) Investment Return on such amounts since such Valuation
Date. The benefit shall be distributed to such Beneficiary or Beneficiaries, as
soon as administratively feasible after the date of the Participant's death, in
the form of a single lump sum payment.
5.3 RETIREMENT BENEFITS.
If a Participant terminates his employment with the Company and all
other members of the Controlled Group due to Retirement, he (or his Beneficiary,
if he dies after such termination of employment but before full distribution of
his Account) shall be entitled to receive or begin receiving a distribution of
the total of: (i) the entire vested amount credited to his Account, determined
as of the Valuation Date coinciding with or next following the date on which
such Participant terminated employment; plus (ii) the vested amount of Deferred
Compensation and Matching Contributions, deferred and/or credited to his Account
since such Valuation Date plus (iii) Investment Return on such amounts since
such Valuation Date. The vested benefit payable to a Participant under this
Section shall be distributed or distribution shall commence as soon as
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administratively feasible after the Participant's Retirement and shall be
payable in one of the following forms:
(a) SINGLE-SUM PAYMENT. Except as provided in subsection (b)
hereof the benefit payable to a Participant following Retirement shall be
distributed in the form of a single lump sum payment.
(b) ANNUAL INSTALLMENTS. A Participant may elect, at the time
he makes his initial Deferral Election, to have his benefit payable in the event
of Retirement paid in the form of annual installment payments. The following
terms and conditions shall apply to installment payments made under the Plan:
(1) The installment payments shall be made annually
as soon as practicable after December 31st of each year during the
installment term (the first installment shall be paid as soon as
practicable after the Participant's termination of employment). The
installment term shall be either a five (5) year period or a ten (10)
year period, as elected by the Participant at the time of his Initial
Election. The initial value of the obligation for the installment
payments shall be equal to the amount of the Participant's Account
balance calculated in accordance with the terms of this Section 5.3 and
the amount of the initial installment payment shall be an amount equal
to 1/5th or 1/10th, as the case may be, of such value. The amount of
each subsequent installment shall be determined by dividing the
Participant's remaining Account balance as of the preceding December
31st by the number of remaining installments.
(2) If a Participant dies after payment of his
benefit from the Plan has begun, but before his entire benefit has been
distributed, the remaining amount of his Account balance shall be
distributed to the Participant's designated Beneficiary in the form of
a single lump sum payment.
(3) Notwithstanding anything to the contrary
contained herein, if the Account balance of the Participant as of the
Valuation Date coinciding with or next following the date of the
Participant's Retirement is $50,000 or less, the entire benefit shall
be paid in a single lump sum cash payment as soon as practicable
following the date of the Participant's Retirement as provided in
Section 5.3(a).
5.4 IN SERVICE DISTRIBUTIONS.
At the time a Participant makes a Deferral Election, the Participant
may elect to have all or a portion of his Account balance attributable to his
Deferred Compensation credited pursuant to such Deferral Election paid in a
specified future year that is not earlier than the third Plan Year after the
Plan Year for which such Deferral Election applies. A Participant may make a
separate election under this Section 5.4 for each annual Deferral Election.
After a Participant makes his Deferral Election choosing a Plan Year for
payment, a Participant may not subsequently elect to change the time of payment
specified in such Deferral Election.
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Provided that the Participant has not terminated employment prior to the time
for payment of a portion of his Deferred Compensation subject to this Section
5.4, the applicable portion of his Account balance shall be paid to the
Participant as soon as administratively practicable after January 1st of the
Plan Year chosen by the Participant. If the Participant has terminated
employment with the Company and all other members of the Controlled Group prior
to the time for payment of a portion of his Account under this Section 5.4, the
time of payment shall be accelerated and paid in accordance with the provisions
of Sections 5.1, 5.2 or 5.3, as applicable. In no event, shall a Participant be
permitted to have any portion of his Account attributable to Matching
Contributions paid prior to his termination of employment with the Company and
all members of the Controlled Group.
It is expressly contemplated that a Participant may elect separate, fixed
payment dates with regard to all or a portion of the annual Deferral Election
for each Plan Year. Notwithstanding anything to the contrary contained herein,
the Administrative Committee may establish limits on the payment dates available
to Participants.
5.5 ACCELERATED DISTRIBUTIONS.
Subsequent to making a Deferral Election and prior to the time that
payment is to commence under this Article V, a Participant may elect to have the
accelerated payment of part or all of his vested Account balance. Upon receipt
of an application for an accelerated distribution and approval of the
distribution by the Administrative Committee, made in its sole discretion, the
Controlling Company shall pay the accelerated distribution to such Participant.
Such distribution shall be paid in a single lump sum payment as soon as
administratively practicable after the Administrative Committee approves the
distribution. In determining whether or not to approve an accelerated
distribution, the Committee shall treat similarly situated Participants
similarly.
Effective with the date of distribution, the Participant's Deferral Election
shall be discontinued and the Participant shall not be permitted to elect to
defer any additional Compensation for the remainder of that Plan Year and all of
the following Plan Year. Upon payment, the amount of such distribution, plus an
additional 10% of such amount, shall be deducted from the Participant's Account
balance in accordance with Section 3.4. The additional 10% deducted and any
unvested portions of the Participant's Account Balance associated with the
accelerated distribution amount from the Account of a Participant receiving an
accelerated distribution under this Section 5.5 shall be added to forfeitures
and applied as provided in Section 3.6.
5.6 HARDSHIP DISTRIBUTIONS.
Upon receipt of an application for a hardship distribution, the
Administrative Committee shall make a decision, in its sole discretion, whether
the Participant has suffered a Financial Hardship and the distribution amount
necessary to satisfy the Financial Hardship. If the Administrative Committee
determines that the Participant has suffered a Financial Hardship, distribution
of the amount determined to be necessary to satisfy the Financial Hardship shall
be made in a single lump sum payment as soon as administratively feasible after
the Administrative
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Committee's determination. The amount of such distribution shall reduce the
Participant's Account balance as provided in Section 3.4.
5.7 BENEFICIARY DESIGNATION.
(a) GENERAL. Participants shall designate and from time to
time may redesignate their Beneficiaries in such form and manner as the
Administrative Committee may determine.
(b) NO DESIGNATION OR DESIGNEE DEAD OR MISSING. In the event
that:
(1) a Participant dies without designating a
Beneficiary;
(2) the Beneficiary designated by a Participant is
not surviving when a payment is to be made to such person under the
Plan, and no contingent Beneficiary has been designated; or
(3) the Beneficiary designated by a Participant
cannot be located by the Administrative Committee within one (1) year
from the date benefits are to be paid to such person;
then, in any of such events, the Beneficiary of such Participant with respect to
any benefits that remain payable under the Plan shall be the Participant's
Surviving Spouse, if any, and if not, the estate of the Participant.
5.8 TAXES.
If the whole or any part of any Participant's or Beneficiary's benefit
hereunder shall become subject to any estate, inheritance, income or other tax
which the Company shall be required to pay or withhold, the Company shall have
the full power and authority to withhold and pay such tax out of any monies or
other property in its hand for the account of the Participant or Beneficiary
whose interests hereunder are so affected. Prior to making any payment, the
Company may require such releases or other documents from any lawful taxing
authority as it shall deem necessary.
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ARTICLE VI
CLAIMS
6.1 CLAIMS.
(a) INITIAL CLAIM. Claims for benefits under the Plan may be
filed with the Administrative Committee on forms or in such other written
documents, as the Administrative Committee may prescribe. The Administrative
Committee shall furnish to the claimant written notice of the disposition of a
claim within ninety (90) days after the application therefor is filed In the
event the claim is denied, the notice of the disposition of the claim shall
provide the specific reasons for the denial, citations of the pertinent
provisions of the Plan, and, where appropriate, an explanation as to how the
claimant can perfect the claim and/or submit the claim for review.
(b) APPEAL. Any Participant or Beneficiary who has been denied
a benefit shall be entitled, upon request to the Administrative Committee, to
appeal the denial of his claim. The claimant (or his duly authorized
representative) may review pertinent documents related to the Plan and in the
Administrative Committee's possession in order to prepare the appeal. The
request for review, together with written statement of the claimant's position,
must be filed with the Administrative Committee no later than sixty (60) days
after receipt of the written notification of denial of a claim provided for in
subsection (a). The Administrative Committee's decision shall be made within
sixty (60) days following the filing of the request for review. If unfavorable,
the notice of the decision shall explain the reasons for denial and indicate the
provisions of the Plan or other documents used to arrive at the decision.
(c) SATISFACTION OF CLAIMS. Any payment to a Participant or
Beneficiary shall to the extent thereof be in full satisfaction of all claims
hereunder against the Administrative Committee and the Company, any of whom may
require such Participant or Beneficiary, as a condition to such payment, to
execute a receipt and release therefor in such form as shall be determined by
the Administrative Committee or the Company. If receipt and release is required
but the Participant or Beneficiary (as applicable) does not provide such receipt
and release in a timely enough manner to permit a timely distribution in
accordance with the general timing of distribution provisions in the Plan, the
payment of any affected distribution may be delayed until the Administrative
Committee or the Company receive a proper receipt and release.
6.2 EXHAUSTION OF ADMINISTRATIVE REMEDIES.
No action at law or in equity may be brought to recover under this Plan
until all administrative remedies under the Plan have been exhausted. If a
claimant fails to file a timely claim or, if a claim is denied, fails to timely
appeal to the Administrative Committee and timely request review by the
Administrative Committee in accordance with the procedures outlined herein, such
claimant shall have no rights of review and shall have no right to bring any
action in any court and the claim decision shall become final and binding on all
persons for all purposes.
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6.3 ACTION FOR RECOVERY.
No action at law or in equity may be brought for recovery under this
Plan sooner than the date that the Plan's administrative appeals pursuant to
Section 6.1 have been exhausted nor later than two (2) years from the time the
claim for benefit was made.
6.4 PARTICIPANT'S RESPONSIBILITIES.
Each Participant shall be responsible for providing the Administrative
Committee with the Participant's and each Beneficiary's current address. Any
notices required or permitted to be given hereunder shall be deemed given if
directed to such address and mailed by regular United States mail. The
Administrative Committee and the Company shall not have any obligation or duty
to locate a Participant or Beneficiary. In the event that a Participant or
Beneficiary becomes entitled to a payment under this Plan and such payment is
delayed or cannot be made:
(a) because the current address according to Company records is
incorrect;
(b) because the Participant, Dependent or Beneficiary fails to
respond to the notice sent to the current address according to
Company records;
(c) because of conflicting claims to such payments; or
(d) because of any other reason;
the amount of such payment, if and when made, shall be determined under the
provisions of this Plan without payment of any Investment Return for the period
of delay.
6.5 UNCLAIMED BENEFITS.
If, within twelve (12) months after any amount becomes payable
hereunder to a Participant or Beneficiary and the same shall not have been
claimed or any check issued under the Plan remains uncashed, provided reasonable
care shall have been exercised in attempting to make such payments, the amount
thereof shall be forfeited and shall cease to be a liability of the Plan.
Notwithstanding the foregoing, if the Participant or Beneficiary thereafter
makes a claim for benefit in accordance with this Article VI, the amount payable
shall be restored and shall be paid to the Participant or Beneficiary without
payment of any Investment Return from the date of forfeiture. The amount
forfeited under this Section 6.6 shall be added to forfeitures and applied as
provided in Section 3.6.
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ARTICLE VII
SOURCE OF FUNDS: TRUST
7.1 SOURCE OF FUNDS.
Except as provided in this Section and Section 7.2, the Company shall
provide the benefits described in the Plan from the general assets of the
Company. The Controlling Company may, but shall not be required to, establish a
Trust and may pay over funds from time to time to such Trust (as described in
Section 7.2), and, to the extent that funds in such Trust allocable to the
benefits payable under the Plan are sufficient, the Trust assets shall be used
to pay benefits under the Plan. If such Trust assets are not sufficient to pay
all benefits due under the Plan, then the Company shall have the obligation, and
the Participant or Beneficiary, who is due such benefits, shall look to the
Company to provide such benefits. The Administrative Committee shall allocate
the total liability to pay benefits under the Plan among the Controlling Company
and the members of its Controlled Group comprising the Company in such manner
and amount as the Administrative Committee or the Board (as applicable) in its
sole discretion deems appropriate. To the extent that either the Company or the
Trust pays an amount to the Participant or a Beneficiary, such payment shall
operate as a complete discharge for such amount.
7.2 TRUST.
The Controlling Company may transfer all or any portion of the funds
necessary to fund benefits accrued hereunder to the Trustee to be held and
administered by the Trustee pursuant to the terms of the Trust Agreement. The
assets contributed for the Eligible Employees of each Company, and earnings and
losses thereon, shall be accounted for separately under the Trust. The assets
held by the Trust, to the extent attributable to contributions for the Eligible
Employees of a given Company, are and shall remain at all times subject to the
claims of the general creditors of such Company. No Participant or Beneficiary
shall have any interest in the assets held by the Trust or in the general assets
of the Company other than as a general, unsecured creditor. Accordingly, the
Controlling Company shall not grant a security interest in the assets held by
the Trust in favor of the Participants, Beneficiaries or any creditor.
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ARTICLE VIII
ADMINISTRATIVE COMMITTEE
8.1 ACTION.
Action of the Administrative Committee may be taken with or without a
meeting of committee members; provided, action shall be taken only upon the vote
or other affirmative expression of a majority of the committee members qualified
to vote with respect to such action If a member of the committee is a
Participant or Beneficiary, he shall not participate in any decision which
solely affects his own benefit under the Plan. For purposes of administering the
Plan, the Administrative' Committee shall choose a secretary who shall keep
minutes of the committee's proceedings and all records and documents pertaining
to the administration of the Plan. The secretary may execute any certificate or
any other written direction on behalf of the Administrative Committee.
8.2 RIGHTS AND DUTIES.
The Administrative Committee shall administer the Plan and shall have
all powers necessary to accomplish that purpose, including (but not limited to)
the following:
(a) To construe, interpret and administer the Plan;
(b) To make determinations required by the Plan, and to
maintain records regarding Participants' and Beneficiaries' benefits hereunder;
(c) To compute and certify to the Controlling Company or the
Trustee, if any, the amount and kinds of benefits payable to Participants and
Beneficiaries, and to determine the time and manner in which such benefits are
to be paid;
(d) To authorize all disbursements by the Controlling Company
pursuant to the Plan;
(e) To maintain all the necessary records of the
administration of the Plan;
(f) To make and publish such rules for the regulation of the
Plan as are not inconsistent with the terms hereof;
(g) To delegate to other individuals or entities from time to
time the performance of any of its duties or responsibilities hereunder;
(h) To hire agents, accountants, actuaries, consultants and
legal counsel to assist in operating and administering the Plan.
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The Administrative Committee shall have the exclusive right to construe and
interpret the Plan, to decide all questions of eligibility for benefits and to
determine the amount of such benefits, and its decisions on such matters shall
be final and conclusive on all parties.
8.3 COMPENSATION, INDEMNITY AND LIABILITY.
The Administrative Committee and its members shall serve as such
without bond and without compensation for services hereunder. All expenses of
the Administrative Committee shall be paid by the Company. No member of the
committee shall be liable for any act or omission of any other member of the
committee, nor for any act or omission on his own part, excepting his own
willful misconduct. The Company shall indemnify and hold harmless the
Administrative Committee and each member thereof against any and all expenses
and liabilities, including reasonable legal fees and expenses, arising out of
his membership on the committee, excepting only expenses and liabilities arising
out of his own willful misconduct.
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ARTICLE IX
AMENDMENT AND TERMINATION
9.1 AMENDMENTS.
(a) The Controlling Company, through action of the Board,
shall have the right, in its sole discretion, to amend the Plan in whole or in
part at any time and from time to time. Any amendment shall be in writing and
executed by a duly authorized officer of the Controlling Company. An amendment
to the Plan may modify its terms in any respect whatsoever, and may include,
without limitation, a permanent or temporary freezing of the Plan such that the
Plan shall remain in effect with respect to existing Account balances without
permitting any new contributions, provided, no such action may reduce the amount
already credited to a Participant's Account without the affected Participant's
written consent. All Participants and Beneficiaries shall be bound by such
amendment.
(b) The Administrative Committee may make administrative
amendments to the Plan including but not limited to amendments to clarify the
Plan language and to simplify and implement various administrative procedures,
including matters relating to the calculation of benefits and payments to
Beneficiaries, which the Administrative Committee determines are consistent with
the purpose and intent of the Plan.
9.2 TERMINATION OF PLAN.
The Controlling Company expects to continue the Plan but reserves the
right to discontinue and terminate the Plan at any time, for any reason. Any
action to terminate the Plan shall be taken by the Board in the form of a
written Plan amendment executed by a duly authorized officer of the Controlling
Company. If the Plan is terminated, each Participant shall become 100 percent
vested in his Account which shall be distributed in a single-sum as soon as
practicable after the date the Plan is terminated. The amount of any such
distribution shall be determined as of the date such termination distribution is
processed. Such termination shall be binding on all Participants and
Beneficiaries.
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ARTICLE X
MISCELLANEOUS
10.1 TAXATION.
It is the intention of the Company that the benefits payable hereunder
shall not be deductible by the Company nor taxable for federal income tax
purposes to Participants or Beneficiaries until such benefits are paid by the
Company, or the Trust, as the case may be, to such Participants or
Beneficiaries. When such benefits are so paid, it is the intention of the
Company that they shall be deductible by the Company under Code Section 162.
10.2 WITHHOLDING.
All payments made to a Participant or Beneficiary hereunder shall be
reduced by any applicable federal, state or local withholding or other taxes or
charges as may be required under applicable law.
10.3 NO EMPLOYMENT CONTRACT.
Nothing herein contained is intended to be nor shall be construed as
constituting a contract or other arrangement between the Company and any
Participant to the effect that the Participant will be employed by the Company
for any specific period of time.
10.4 HEADINGS.
The headings of the various articles and sections in the Plan are
solely for convenience and shall not be relied upon in construing any provisions
hereof. Any reference to a section shall refer to a section of the Plan unless
specified otherwise.
10.5 GENDER AND NUMBER.
Use of any gender in the Plan will be deemed to include all genders
when appropriate, and use of the singular number will be deemed to include the
plural when appropriate, and vice versa in each instance.
10.6 ASSIGNMENT OF BENEFITS.
Neither the Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise
encumber, transfer, hypothecate, or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony, or
separate maintenance owed by the Participant or
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any other person, nor be transferable by operation of law in the event of the
Participant's or any other person's bankruptcy or insolvency.
10.7 LEGALLY INCOMPETENT.
The Administrative Committee, in its sole discretion, may direct that
payment be made to an incompetent or disabled person, whether because of
minority or mental or physical disability, to the guardian of such person or to
the person having custody of such person, without further liability on the part
of the Company for the amount of such payment to the person on whose account
such payment is made.
10.8 GOVERNING LAW.
The Plan shall be construed, administered and governed in all respects
in accordance with applicable federal law (including ERISA) and, to the extent
not preempted by federal law, in accordance with the laws of the State of Texas.
Exclusive jurisdiction and venue of all disputes arising out of and relating to
the Plan shall be in any court of appropriate jurisdiction in Dallas County,
Texas.
10.9 SEVERABILITY.
If any provision of the Plan is held invalid or unenforceable, its
invalidity or unenforceability shall not affect any other provision of the Plan,
and the Plan shall be construed and enforced as if such invalid or unenforceable
provision had not been included herein.
10.10 OVERPAYMENTS.
If for any reason, any benefit under this Plan is erroneously paid to a
Participant or Beneficiary, the Participant or Beneficiary, as the case may be,
shall be responsible for refunding the overpayment to this Plan. The refund
shall be a lump-sum payment paid directly by the Participant or Beneficiary, a
reduction of the amount of future benefits otherwise payable, or any other
method which the Administrative Committee shall deem appropriate, including
payroll deduction in which case the Participant shall execute such forms
authorizing payroll deduction as the Administrative Committee shall request.
10.11 ENTIRE PLAN.
This document constitutes the entire Plan and there are no oral items
or conditions to the contrary. Any change, modification or amendment to the Plan
must be in writing.
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IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be
executed by its duly authorized officer effective as of the 1st day of July,
2000.
AFFILIATED COMPUTER SERVICES, INC.
By:
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Title:
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24
