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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNC INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-7795 54-1078297
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporated) File Number) Identification No.)
175 Admiral Cochrane Drive
Annapolis, Maryland 21401-7394
(Address of Principal Executive Offices)
UNC RETIREMENT INCOME SAVINGS PLAN
FOR CERTAIN BARGAINING UNIT EMPLOYEES
(Full Title of the Plan)
Richard H. Lange, Esquire
Senior Vice President, General Counsel and Secretary
UNC Incorporated
175 Admiral Cochrane Drive
Annapolis, Maryland 21401-7394
(410) 266-7333
(Name, address and telephone number, including code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount of
securities Amount offering aggregate registration
to be to be price offering fee
Registered Registered* per share price
- ---------- ---------- --------- --------- ------------
Plan Indetermi- N/A N/A $100.00
Interests nate
amount
*Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference and made
a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The description of the Registrant's Common Stock and the
Registrant's Preferred Share Purchase Rights contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and
any amendment or report filed for the purpose of updating such descriptions.
All other documents subsequently filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act shall be deemed incorporated by
reference into this Registration Statement and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Registrant has power under Section 145 of the Delaware General
Corporation Law and under Article VII of the By-Laws of the Registrant to
indemnify its officers and directors to the extent provided therein. Copies
of these provisions are contained in Exhibits 99.A and 99.B, respectively, to
this Registration Statement and are incorporated herein by reference.
Article Eight of the Registrant's Certificate of Incorporation provides
that, to the full extent permitted by the Delaware General Corporation Law,
as currently in effect or as subsequently amended, a director of the
Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Delaware
General Corporation Law expressly excludes from such limitation liability for
breach of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or knowing violation of law, the purchase or
redemption of stock or payment of dividends in violation of the stature or the
receipt of improper personal benefits.
The Registrant has in effect directors and officers liability insurance
and reimbursement for directors and officers liability insurance policies
indemnifying the officers and directors of the Registrant within specified
limits for certain liabilities incurred by them and indemnifying the
Registrant within specific limits for all claims against directors or officers
of the Registrant for which the Registrant shall be required or is permitted
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to indemnify its directors or officers pursuant to law, or the Certificate of
Incorporation or the By-Laws of the Registrant.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The Exhibit Index is located on page 7 of this Registration Statement.
The Exhibits are located on page __ through __ of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or together, represent
a fundamental change in the information set forth in the Registration
Statement; and
(iii) Include any additional material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
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securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provision, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(d) The Registrant will submit or has submitted the UNC Retirement
Income Savings Plan for Certain Bargaining Unit Employees and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify such
plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Annapolis, State of Maryland, on
this 23rd day of April, 1996.
UNC INCORPORATED
By:/s/ Dan A. Colussy
Dan A. Colussy
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Dan A. Colussy Chairman of the Board, April 23, 1996
(Dan A. Colussy) President and Chief
Executive Officer and
Director
/s/ Robert L. Pevenstein Senior Vice President April 23, 1996
(Robert L. Pevenstein) and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
Director
Berl Bernhard
Beverly B. Byron* Director March 25, 1996
(Beverly B. Byron)
John K. Castle* Director March 29, 1996
(John K. Castle)
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William C. Hittinger* Director March 29, 1996
(William C. Hittinger)
James L. Holloway, III* Director March 29, 1996
(James L. Holloway, III)
George V. McGowan* Director March 29, 1996
(George V. McGowan)
Jack Moseley* Director March 29, 1996
(Jack Moseley)
Lawrence A. Skantze* Director March 29, 1996
(Lawrence A. Skantze)
*By: /s/ Richard H. Lange
Richard H. Lange
(Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Annapolis, State of Maryland on
April 23, 1996.
UNC RETIREMENT INCOME SAVINGS
PLAN FOR CERTAIN BARGAINING
UNIT EMPLOYEES
By: /s/ Richard H. Lange
Richard H. Lange
Member - Plan Board
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UNC INCORPORATED
EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
- ------- ----------------------------- -------
4. UNC Retirement Income Savings
Plan For Certain Bargaining
Unit Employees.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of KPMG Peat Marwick LLP.
24. Power of Attorney.
99.A. Section 145 of the Delaware General
Corporation law (relating to
indemnification of directors and
officers) (filed as Exhibit 28-A to
the Registrant's Registration
Statement No. 33-28851 and incorporated
herein by reference).
99.B. Amended and Restated By-Laws of the
Registrant (filed as Exhibit 3.3-C to the
Registrant's Annual Report of Form 10-K
for the year ended December 31, 1995,
and incorporated herein by reference).
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EXHIBIT 4.
UNC RETIREMENT INCOME SAVINGS PLAN
FOR CERTAIN BARGAINING UNIT EMPLOYEES
Effective as of May 1, 1995
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UNC RETIREMENT INCOME SAVINGS PLAN
FOR CERTAIN BARGAINING UNIT EMPLOYEES
TABLE OF CONTENTS
ARTICLE 1 - THE PLAN'S ESTABLISHMENT. . . . . . . . . . . . . . . . . . .1
1.1 The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 The Basic Plan and Supplements . . . . . . . . . . . . . . . .1
1.3 Adoption Procedure . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE 2 - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .1
2.1 "Accounts" . . . . . . . . . . . . . . . . . . . . . . . . . .1
2.2 "Actual Deferral Percentage" . . . . . . . . . . . . . . . . .2
2.3 "Affiliated Company" . . . . . . . . . . . . . . . . . . . . .2
2.4 "After-Tax Contributions". . . . . . . . . . . . . . . . . . .2
2.5 "Annuity Starting Date". . . . . . . . . . . . . . . . . . . .2
2.6 "Average Contribution Percentage". . . . . . . . . . . . . . .2
2.7 "Average Deferral Percentage". . . . . . . . . . . . . . . . .2
2.8 "Before-Tax Contributions" . . . . . . . . . . . . . . . . . .2
2.9 "Board of Directors" . . . . . . . . . . . . . . . . . . . . .2
2.10 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.11 "Committee". . . . . . . . . . . . . . . . . . . . . . . . . .3
2.12 "Company". . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.13 "Compensation" . . . . . . . . . . . . . . . . . . . . . . . .3
2.14 "Contribution Percentage". . . . . . . . . . . . . . . . . . .3
2.15 "Covered Employee" . . . . . . . . . . . . . . . . . . . . . .4
2.16 "Effective Date" . . . . . . . . . . . . . . . . . . . . . . .4
2.17 "Eligible Employee". . . . . . . . . . . . . . . . . . . . . .4
2.18 "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.19 "Employer" . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.20 "Employment Date". . . . . . . . . . . . . . . . . . . . . . .4
2.21 "Entry Dates". . . . . . . . . . . . . . . . . . . . . . . . .4
2.22 "ERISA". . . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.23 "Fund" or "Trust Fund" . . . . . . . . . . . . . . . . . . . .4
2.24 "Highly Compensated Employee". . . . . . . . . . . . . . . . .4
2.25 "Hour of Service". . . . . . . . . . . . . . . . . . . . . . .5
2.26 "Investment Fund". . . . . . . . . . . . . . . . . . . . . . .6
2.27 "Limitation Year". . . . . . . . . . . . . . . . . . . . . . .6
2.28 "Matching Contributions" . . . . . . . . . . . . . . . . . . .6
2.29 "Normal Retirement Date" . . . . . . . . . . . . . . . . . . .7
2.30 "Participant". . . . . . . . . . . . . . . . . . . . . . . . .7
2.31 "Period of Service". . . . . . . . . . . . . . . . . . . . . .7
2.32 "Period of Severance". . . . . . . . . . . . . . . . . . . . .7
2.33 "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.34 "Plan Year". . . . . . . . . . . . . . . . . . . . . . . . . .7
2.35 "Profit Sharing Contributions. . . . . . . . . . . . . . . . .7
2.36 "Qualified Joint and Survivor Annuity" . . . . . . . . . . . .7
2.37 "Qualified Pre-Retirement Survivor Annuity". . . . . . . . . .7
2.38 "Required Beginning Date". . . . . . . . . . . . . . . . . . .8
2.39 "Retirement" . . . . . . . . . . . . . . . . . . . . . . . . .8
2.40 "Section 414(s) Compensation". . . . . . . . . . . . . . . . .8
2.41 "Section 415 Compensation" . . . . . . . . . . . . . . . . . .8
2.42 "Severance from Service Date". . . . . . . . . . . . . . . . .8
2.43 "Spouse" . . . . . . . . . . . . . . . . . . . . . . . . . . .9
2.44 "Termination of Employment". . . . . . . . . . . . . . . . . .9
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2.45 "Total Disability" . . . . . . . . . . . . . . . . . . . . . .9
2.46 "Valuation Date" . . . . . . . . . . . . . . . . . . . . . . .9
2.47 "Vesting Service". . . . . . . . . . . . . . . . . . . . . . .9
ARTICLE 3 - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 General Rule . . . . . . . . . . . . . . . . . . . . . . . . 10
3.2 Special Rule . . . . . . . . . . . . . . . . . . . . . . . . 10
3.3 Termination and Reemployment . . . . . . . . . . . . . . . . 10
ARTICLE 4 - CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . 10
4.1 Before-Tax Contributions . . . . . . . . . . . . . . . . . . 10
4.2 After-Tax Contributions. . . . . . . . . . . . . . . . . . . 10
4.3 Matching Contributions . . . . . . . . . . . . . . . . . . . 11
4.4 Profit Sharing Contributions . . . . . . . . . . . . . . . . 11
4.5 Rollover Contributions . . . . . . . . . . . . . . . . . . . 11
4.6 Remittance of Contributions to Trustee . . . . . . . . . . . 11
4.7 Return of Contributions. . . . . . . . . . . . . . . . . . . 11
4.8 Limitations. . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 5 - VESTING AND FORFEITURES . . . . . . . . . . . . . . . . . . 12
5.1 Fully Vested Accounts. . . . . . . . . . . . . . . . . . . . 12
5.2 Vesting Based on Service . . . . . . . . . . . . . . . . . . 12
5.3 Vesting Based on Events. . . . . . . . . . . . . . . . . . . 12
5.4 Forfeiture of Employer Contributions Account . . . . . . . . 13
ARTICLE 6 - DISTRIBUTIONS AFTER TERMINATION OF EMPLOYMENT . . . . . . . 13
6.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Form of Benefits . . . . . . . . . . . . . . . . . . . . . . 13
6.3 Time of Payment. . . . . . . . . . . . . . . . . . . . . . . 14
6.4 Election of Payment Date and Form. . . . . . . . . . . . . . 14
6.5 Notice to Participants . . . . . . . . . . . . . . . . . . . 14
6.6 Spousal Annuity Rules. . . . . . . . . . . . . . . . . . . . 14
6.7 Limitations Applicable to Benefit Forms. . . . . . . . . . . 15
6.8 Mandatory Lump Sum Payment . . . . . . . . . . . . . . . . . 15
6.9 Effect of Reemployment . . . . . . . . . . . . . . . . . . . 16
ARTICLE 7 - DEATH BENEFITS. . . . . . . . . . . . . . . . . . . . . . . 16
7.1 Payment to Beneficiary . . . . . . . . . . . . . . . . . . . 16
7.2 Time of Payment. . . . . . . . . . . . . . . . . . . . . . . 16
7.3 Qualified Pre-Retirement Survivor Annuity. . . . . . . . . . 16
7.4 Beneficiary Designation. . . . . . . . . . . . . . . . . . . 16
ARTICLE 8 - IN-SERVICE WITHDRAWALS. . . . . . . . . . . . . . . . . . . 17
8.1 Payments During Employment . . . . . . . . . . . . . . . . . 17
8.2 Hardship Withdrawals.. . . . . . . . . . . . . . . . . . . . 17
8.3 Withdrawals After Age 59 1/2 . . . . . . . . . . . . . . . . 18
8.4 Other Withdrawals. . . . . . . . . . . . . . . . . . . . . . 18
8.5 Required In-Service Distribution . . . . . . . . . . . . . . 18
8.6 Early Payment to an Alternate Payee. . . . . . . . . . . . . 19
8.7 Withdrawals Upon Sale of Assets or Sale of Subsidiary. . . . 19
8.8 Restriction on Distribution of Before-Tax Contribution Account.19
8.9 Withdrawals Not Subject to Replacement . . . . . . . . . . . 19
ARTICLE 9 - LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.1 In General . . . . . . . . . . . . . . . . . . . . . . . . . 20
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9.2 Loans Authorized . . . . . . . . . . . . . . . . . . . . . . 20
9.3 Documentation. . . . . . . . . . . . . . . . . . . . . . . . 20
9.4 Loan Limits. . . . . . . . . . . . . . . . . . . . . . . . . 20
9.5 Loan Terms . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.6 Repayment. . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.7 Consequences of Default. . . . . . . . . . . . . . . . . . . 21
9.8 Default. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.9 Discrimination . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 10 - LIMITATIONS ON CONTRIBUTIONS . . . . . . . . . . . . . . . 22
10.1 Section 402(g) Limit on Before-Tax Contributions.. . . . . . 22
10.2 Section 401(k) Limit on Before-Tax Contributions.. . . . . . 22
10.3 Correction of Average Deferral Percentage Test.. . . . . . . 23
10.4 Section 401(m) Limit on After-Tax and Matching Contributions.24
10.5 Correction of Average Contribution Percentage Test.. . . . . 24
10.6 Multiple Use of Alternative Limitation; Aggregate Limitation.25
10.7 Section 415 Limitation on Annual Additions . . . . . . . . . 26
ARTICLE 11 - TRUST FUND AND INVESTMENTS . . . . . . . . . . . . . . . . 27
11.1 Trust Fund.. . . . . . . . . . . . . . . . . . . . . . . . . 27
11.2 Investment Funds.. . . . . . . . . . . . . . . . . . . . . . 28
11.3 Participant Selection of Investments.. . . . . . . . . . . . 28
11.4 Loan Fund. . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.5 Crediting Investment Earnings. . . . . . . . . . . . . . . . 29
ARTICLE 12 - PLAN BOARD . . . . . . . . . . . . . . . . . . . . . . . . 29
12.1 Appointment of Plan Board. . . . . . . . . . . . . . . . . . 29
12.2 Resignation and Removal of Members.. . . . . . . . . . . . . 29
12.3 Appointment of Successors. . . . . . . . . . . . . . . . . . 30
12.4 Board Powers . . . . . . . . . . . . . . . . . . . . . . . . 30
12.5 Allocation and Delegation of Duties. . . . . . . . . . . . . 31
12.6 Investment Manager . . . . . . . . . . . . . . . . . . . . . 31
12.7 Board Procedure. . . . . . . . . . . . . . . . . . . . . . . 31
12.8 Compensation and Expenses of Board . . . . . . . . . . . . . 31
12.9 Records. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ARTICLE 13 - ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . 32
13.1 The Committee; Plan Administration.. . . . . . . . . . . . . 32
13.2 Powers and Duties of the Committee . . . . . . . . . . . . . 32
13.3 Committee Procedure. . . . . . . . . . . . . . . . . . . . 33
13.4 Compensation of Committee. . . . . . . . . . . . . . . . . . 33
13.5 Payment of Plan Expenses . . . . . . . . . . . . . . . . . . 33
13.6 Recordkeeping. . . . . . . . . . . . . . . . . . . . . . . . 34
13.7 Uniform Action.. . . . . . . . . . . . . . . . . . . . . . . 34
13.8 Information Furnished to the Committee.. . . . . . . . . . . 34
13.9 Indemnification of the Committee.. . . . . . . . . . . . . . 34
ARTICLE 14 - CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . 34
14.1 Claim Denials. . . . . . . . . . . . . . . . . . . . . . . . 34
14.2 Appeal Procedures. . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE 15 - AMENDMENT, TERMINATION, MERGERS AND TRANSFERS. . . . . . . 35
15.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . 35
15.2 Termination. . . . . . . . . . . . . . . . . . . . . . . . . 35
15.3 Effect of Termination. . . . . . . . . . . . . . . . . . . . 35
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15.4 Merger, Consolidation or Transfer of Plan Assets . . . . . . 36
ARTICLE 16 - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . 36
16.1 Direct Rollover of Eligible Rollover Distributions . . . . . 36
16.2 Amount and Payment of . . . . . . . . . . . . . . . . . . . 37
16.3 No Employment Rights . . . . . . . . . . . . . . . . . . . . 37
16.4 Source of Benefits . . . . . . . . . . . . . . . . . . . . . 37
16.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . 37
16.6 Spendthrift Clause . . . . . . . . . . . . . . . . . . . . . 37
16.7 Incapacity . . . . . . . . . . . . . . . . . . . . . . . . . 38
16.8 Unclaimed Benefits . . . . . . . . . . . . . . . . . . . . . 38
16.9 Receipt and Release. . . . . . . . . . . . . . . . . . . . . 39
16.10Effect of Mistake. . . . . . . . . . . . . . . . . . . . . . 39
16.11Notice to Committee. . . . . . . . . . . . . . . . . . . . . 39
16.12Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SUPPLEMENT A - PROVISIONS FOR UNC AIRWORK EMPLOYEES
AT MIAMI, FL. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SUPPLEMENT B - PROVISIONS FOR UNC AIRWORK EMPLOYEES
AT MILLVILLE, NJ. . . . . . . . . . . . . . . . . . . . . . . . . 42
SUPPLEMENT C - PROVISIONS FOR UNC AVIATION SERVICES STRIKEEMPLOYEES AT
PENSACOLA, FL . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SUPPLEMENT D - PROVISIONS FOR UNC AVIATION SERVICES STRIKE EMPLOYEESAT
MERIDIAN, MS. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SUPPLEMENT E - PROVISIONS FOR UNC AVIATION SERVICES STRIKEEMPLOYEES AT CORPUS
CHRISTI, TX . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SUPPLEMENT F - PROVISIONS FOR USAF ACADEMY EMPLOYEES. . . . . . . . . . 47
SUPPLEMENT G - PROVISIONS FOR UNC AVIATION SERVICES TH-57WHITING FIELD PROGRAM
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SUPPLEMENT H - PROVISIONS FOR UNC AVIATION SERVICESSHEPPARD AFB ENJJPT
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
<PAGE>
<PAGE> 6
ARTICLE 1
THE PLAN'S ESTABLISHMENT
1.1 The Plan. This Plan is established by UNC Incorporated effective
as of May 1, 1995 to provide benefits to certain bargaining unit employees of
UNC Incorporated and its Affiliated Companies who are represented for the
purpose of collective bargaining by a union which has negotiated participation
in the Plan for the employees of such bargaining unit. This Plan represents
a continuation of the plan formerly known as the Airwork Corporation
Retirement Income Savings Plan of the Miami Division Bargaining Unit Employees
(the "Miami Plan"). Effective as of May 1, 1995, the portion of certain other
qualified plans maintained by Affiliated Companies covering bargaining unit
employees were merged into the Miami Plan. As of that date, the name of the
Miami Plan was changed to the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees and UNC Incorporated assumed the sponsorship of the
Miami Plan. To reflect these mergers and other changes, the Miami Plan is
amended and restated as set forth under the terms of this document, including
all Supplements hereto, generally effective as of May 1, 1995.
1.2 The Basic Plan and Supplements. The Basic Plan is set forth in
Articles 1 through 16 of this document and provides for a uniform body of
provisions that are applicable to all Participants in the Plan, except where
otherwise specified in any Supplement to the Basic Plan.
1.3 Adoption Procedure. Any Affiliated Company may adopt this Plan
for the benefit of all or certain of its Employees by action of its Board of
Directors and by action of the Board of Directors of the Company. The
applicable Supplement shall state any special rules that apply to Employees
of the Affiliated Company.
ARTICLE 2
DEFINITIONS
Except where otherwise clearly indicated by context, the masculine shall
include the feminine and the singular shall include the plural, and vice
versa.
2.1 "Accounts" shall mean the separate entries maintained in the Plan
records representing the Participant's interest in the Plan. "After-Tax
Contribution Account" shall mean the Account to which are credited or debited
After-Tax Contributions and earnings thereon and losses thereto. "Before-Tax
Contribution Account" shall mean the Account to which are credited or debited
a Participant's Before-Tax Contributions and earnings thereon and losses
thereto. "Matching Contribution Account" shall mean the Account to which
are credited or debited Matching Contributions and earnings thereon and losses
thereto. "Profit Sharing Contribution Account" shall mean the Account to
which are credited or debited Profit Sharing Contributions and earnings
thereon and losses thereto. "Rollover Contribution Account" shall mean the
Account to which are credited or debited a Participant's Rollover
Contributions and earnings thereon and losses thereto. Other Accounts shall
be maintained to the extent described in any Supplement. The term "Plan
Account" shall refer to a Participant's entire interest in the Plan.
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<PAGE> 7
2.2 "Actual Deferral Percentage" shall mean the ratio of (a) the sum
of an Eligible Employee's Before-Tax Contributions for any Plan Year plus such
other amounts required or (at the election of the Committee) permitted to be
taken into account in accordance with section 401(k)(3) of the Code and the
regulations issued thereunder, including, in the case of any Highly
Compensated Eligible Employee, his elective deferrals for the year under any
other qualified retirement plan maintained by the Company or any Affiliated
Company to (b) the Eligible Employee's Section 414(s) Compensation for the
Plan Year.
2.3 "Affiliated Company" shall mean (a) any corporation which is a
member of a controlled group of corporations with the Company, as determined
under section 414(b) of the Code; (b) any member of an affiliated service
group, as determined under section 414(m) of the Code, of which the Company
is a member; (c) any trade or business under common control with the Company,
as determined under section 414(c) of the Code; or (d) any other entity which
is required to be aggregated with the Company under section 414(o) of the
Code. For purposes of Section 10.7, Affiliated Company shall mean an
Affiliated Company as defined in the preceding sentence, but with the phrase
"more than 50%" substituted for the phrase "at least 80%" in section 1563(a)
of the Code.
2.4 "After-Tax Contributions" shall mean a Participant's
contributions, as provided in Section 4.2.
2.5 "Annuity Starting Date" shall mean (i) the first day of the first
period for which an amount is payable as an annuity or (ii) in the case of a
benefit not payable in the form of an annuity, the first day on which all
events have occurred which entitle a Participant to a benefit, whether or not
payment is actually made on such day.
2.6 "Average Contribution Percentage" shall mean for a specified group
of Eligible Employees for a Plan Year, the average of the Contribution
Percentages for such Eligible Employees for the Plan Year.
2.7 "Average Deferral Percentage" shall mean for a specified group of
Eligible Employees for a Plan Year, the average of the Actual Deferral
Percentages for such Eligible Employees for the Plan Year.
2.8 "Before-Tax Contributions" shall mean Employer contributions made
pursuant to a Participant's election as provided in Section 4.1.
2.9 "Board of Directors" shall mean the board of directors of the
Company.
2.10 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
2.11 "Committee" shall have the meaning set forth in Article 13 of the
Plan.
2.12 "Company" shall mean UNC Aviation Services, Inc. or any
predecessor thereto or successor thereof.
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<PAGE> 8
2.13 "Compensation" shall mean, except as modified by any Supplement
to this Basic Plan:
(a) For purposes of determining After-Tax and Before-Tax
Contributions, the base salary or straight-time hourly pay (including Before-
Tax Contributions and elective deferrals to any Company or Affiliated Company
sponsored plans which are not includible in the Eligible Employee's gross
income under sections 125 or 402 of the Code or such successor sections
thereto) of an Employee paid by the Company or Affiliated Company with respect
to a given Plan Year for periods the Employee is an Eligible Employee,
including pay for periods of time off but excluding bonuses and severance pay,
if any. In no event shall an Eligible Employee's Compensation for any Plan
Year exceed for purposes of this Plan, $200,000 ($150,000 for Plan Years
beginning after December 31, 1993) or such other amount as may be applicable
for such Plan Year under section 401(a)(17) of the Code. In determining the
Compensation of an Eligible Employee for the purposes of the limit described
in the preceding sentence, the rules of section 414(q)(6) of the Code, with
respect to treatment of family members of certain Highly Compensated
Employees, shall apply, except that "family members" shall include only the
Spouse of the Participant and any lineal descendants who have not attained age
19 before the close of the Plan Year of reference.
(b) For purposes of determining Matching and Profit Sharing
Contributions, "Compensation" as defined in Section 2.13(a), except that
overtime pay, shift-differential pay or any other item of remuneration other
than straight-time pay shall be excluded and no more than 40 hours of
straight-time pay shall be counted in determining "Compensation" earned for
any week.
2.14 "Contribution Percentage" shall mean the ratio of (a) the sum of
an Eligible Employee's Matching Contributions and After-Tax Contributions for
the Plan Year, and such other amounts required or (at the election of the
Committee) permitted to be taken into account in accordance with section
401(m) of the Code and the regulations issued thereunder, including, in the
case of any Highly Compensated Eligible Employee, any employee contributions
and employer matching contributions for the year under any other qualified
retirement plan maintained by the Company or any Affiliated Company to (b) the
Participant's Section 414(s) Compensation for the Plan Year.
2.15 "Covered Employee" shall mean a bargaining unit Employee of an
Employer designated in any Supplement who is covered by a collective
bargaining agreement which provides for participation in this Plan.
2.16 "Effective Date" shall mean May 1, 1995.
2.17 "Eligible Employee" shall mean a Covered Employee who satisfies
the eligibility requirements of Article 3 as modified by any Supplement.
2.18 "Employee" shall mean (a) an individual described in section
3121(d)(2) of the Code who is employed by the Company or an Affiliated Company
and (b) a leased employee described in section 414(n)(2) of the Code who
provides services to the Company or an Affiliated Company.
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<PAGE> 9
2.19 "Employer" shall mean the Company or any Affiliated Company that
has adopted the Plan in accordance with Section 1.3 for the benefit of certain
of its Employees and is identified as an Employer in any Supplement.
2.20 "Employment Date" shall mean the first date on which an Employee
performs an Hour of Service in his most recent Period of Service.
2.21 "Entry Dates" shall mean January 1 and July 1 of each calendar
year and such other dates designated as Entry Dates in any Supplements.
2.22 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.
2.23 "Fund" or "Trust Fund" shall mean the fund established for this
Plan and administered under the Trust Agreement, out of which benefits payable
under this Plan shall be paid.
2.24 "Highly Compensated Employee" shall mean an Employee who during
the current Plan Year or the immediately preceding Plan Year:
(a) was a five-percent (5%) owner, as defined in section 416(i)(1)
of the Code;
(b) received more than $75,000 (as indexed) in Section 415
Compensation from the Company or an Affiliated Company;
(c) received more than $50,000 (as indexed) in Section 415
Compensation from the Company or an Affiliated Company and was among the top
twenty percent (20%) of employees of the Company and Affiliated Companies all
ranked by Section 415 Compensation (excluding employees described in section
414(q)(8) of the Code to the extent (1) permitted under the Code and
regulations thereunder and (2) elected by the Committee, for purposes of
identifying the number of employees in the top twenty percent (20%)); or
(d) was an officer of the Company or an Affiliated Company and
received Section 415 Compensation of more than fifty percent (50%) of the
dollar limit under section 415(b)(1)(A) of the Code during such Plan Year;
provided, however, if for any Plan Year no officer of the Company is included
in the foregoing, the highest paid officer for such Plan Year shall be treated
as a Highly Compensated Employee. The number of employees considered to be
Highly Compensated Eligible Employees under this Subsection (d) shall not
exceed the lesser of (1) fifty (50) or (2) the greater of three (3) or ten
percent (10%) of all Employees (excluding Employees described in section
414(q)(8) of the Code to the extent permitted under the Code and regulations
thereunder and elected by the Committee, for purposes of identifying the
number of employees in the top twenty percent (20%)).
However, an Employee, other than a five-percent (5%) owner, who was not
a Highly Compensated Employee in the preceding Plan Year is a Highly
Compensated Employee for the current Plan Year only if he is among the top 100
employees of the Company and all Affiliated Companies ranked by Section 415
Compensation for the current Plan Year.
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<PAGE> 10
In addition, for purposes of this Section: (a) the compensation of any
five percent (5%) owner or any other Highly Compensated Employee who is one
of the top ten (10) Employees of the Company and all Affiliated Companies
ranked by Section 415 Compensation for the year shall be increased by the
amount of Section 415 Compensation of any Employee who is a spouse or lineal
ascendant or descendant (or a spouse thereof) of such Highly Compensated
Employee, and (b) Section 415 Compensation of an Employee shall be increased
by the elective contributions made on his behalf under section 125 or section
402(e)(3) of the Code.
2.25 "Hour of Service" shall mean each hour of service credited to an
Employee as determined from records maintained by the Company or an Affiliated
Company in accordance with the following rules:
(a) An Hour of Service for all purposes under the Plan shall
include:
(i) Each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Company or an Affiliated Company
for the performance of duties. Each such Hour of Service shall be credited
to the Plan Year in which the duties actually were performed.
(ii) Each hour for which back pay (irrespective of
mitigation of damages) has been either awarded to an Employee or agreed to by
the Company or an Affiliated Company. Each such Hour of Service shall be
credited to the Plan Year to which the agreement or award with respect to back
pay pertains rather than to the Plan Year in which the award, agreement or
payment is made.
(iii) Each hour for which an Employee is directly or
indirectly paid, or entitled to payment, by the Company or an Affiliated
Company for reasons other than the performance of duties during a period of
service with the Company or an Affiliated Company in which no duties are
performed by the Employee (irrespective of whether the employment relationship
has terminated) because of vacation, holiday, sickness, incapacity,
disability, layoff, jury duty, military duty or leave of absence.
(iv) Any hour for which the Employee is regularly scheduled
to work but is absent for a family or medical leave of absence but only to the
extent that the Company or an Affiliated Company is required to provide credit
for such leave of absence under The Family and Medical Leave Act of 1993.
(b) Notwithstanding the foregoing, an Hour of Service shall not
include:
(i) any hour credited during a period in which no duties
are performed by an Employee, which, when added to all other such hours,
causes such hours to exceed the number of hours regularly scheduled for the
performance of duties by the Employee during such period;
(ii) any hour in excess of five hundred and one (501) Hours
of Service, credited with respect to a single continuous period, during which
an Employee does not perform any duties or during which an Employee is absent
for maternity or paternity leave of absence (whether or not such period occurs
during a single Plan Year) except as may otherwise be required under The
<PAGE>
<PAGE> 11
Family Leave and Medical Act of 1993;
(iii) any hour for which an Employee is directly or
indirectly paid, or entitled to payment, if such payment is made or due solely
to reimburse the Employee for medical or medically related expenses incurred
by, or on behalf of, the Employee; or
(iv) any hour for which an Employee is directly or
indirectly paid, or
entitled to payment, during a period in which he performs no duties, if such
payment is made or due under a plan maintained solely for the purpose of
complying with applicable worker's compensation, unemployment compensation or
disability insurance laws. Each such Hour of Service shall be credited in
accordance with paragraphs (b) and (c) of Section 2530.200b-2 of the Hour of
Service regulations of the Department of Labor.
2.26 "Investment Fund" shall mean any investment fund selected by the
Plan Board from time to time for the investment of Participants' Accounts.
2.27 "Limitation Year" shall mean the Plan Year or such other 12-
consecutive-month period as may be designated by the Committee.
2.28 "Matching Contributions" shall mean the amounts contributed by an
Employer pursuant to Section 4.3.
2.29 "Normal Retirement Date" shall mean the date on which a
Participant attains his 65th birthday.
2.30 "Participant" shall mean any Eligible Employee or any former
Eligible Employee for whom one or more Accounts are maintained under the Plan.
2.31 "Period of Service" shall mean each period of time commencing on
an Employment Date and ending on the next Severance from Service Date.
2.32 "Period of Severance" shall mean each period of time commencing
on a Severance from Service Date and ending on the next Employment Date;
provided that if the Severance from Service Date occurs at the outset of or
during a maternity or paternity leave, the Period of Severance shall commence,
if at all, on the first anniversary of such Severance from Service Date. A
maternity or paternity leave means any period of absence from employment by
reason of the pregnancy of a Participant or the birth of a child of a
Participant, or by reason of the placement of a child with a Participant, or
for the purpose of caring for such child during the period immediately
following such birth or placement. Notwithstanding the foregoing, a period
of absence from employment shall not be regarded as a maternity or paternity
leave if the Participant shall fail to comply with a request by the Company
to furnish the Committee such timely information as may be reasonably required
to establish that the absence from employment was for a reason set forth above
and the number of days for which there was such an absence.
2.33 "Plan" shall mean the UNC Retirement Income Savings Plan for
Certain Bargaining Unit Employees as set forth herein and as hereafter amended
from time to time.
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<PAGE> 12
2.34 "Plan Year" shall mean each 12-consecutive-month period which
commences January 1 and ends on the next following December 31.
2.35 "Profit Sharing Contributions" shall mean the profit sharing
contributions (within the meaning of section 401(a)(27)) of the Code
contributed by the Employer pursuant to Section 4.4.
2.36 "Qualified Joint and Survivor Annuity" shall mean a life annuity
payable to the Participant and, following the Participant's death, at least
a 50% but not more than a 100% survivor annuity payable to the Participant's
Spouse. The amount of the Qualified Joint and Survivor Annuity payable to the
Participant for his life shall be the amount of the benefit which can be
purchased with the Participant's vested Plan Account. A former Spouse may be
treated as the Spouse to the extent provided under a qualified domestic
relations order as described in Code section 414(p).
2.37 "Qualified Pre-Retirement Survivor Annuity" shall mean an annuity
for the life of the Participant's Spouse purchased with the vested Plan
Account of the Participant unpaid as of the date of the Participant's death.
2.38 "Required Beginning Date" shall mean with respect to a
Participant:
(a) for a Participant who attained age 70 1/2 before January 1,
1988 and is not a 5%-owner of an Employer, April 1 of the calendar year
following the later of the calendar year in which he attained age 70 1/2;
(b) for a Participant who attained age 70 1/2 before January 1,
1988 and is a 5%-owner of an Employer, the later of December 31, 1987 or April
1 of the calendar year following the calendar year in which he attained age
70 1/2;
(c) for a Participant who attained age 70 1/2 before January 1,
1989 and after December 31, 1987, is not a 5%-owner of an Employer and whose
Separation From Service had not occurred before January 1, 1989, April 1,
1990; and
(d) for a Participant who attained age 70 1/2 on or after January
1, 1989, April 1 of the calendar year following the calendar year in which he
attains age 70 1/2.
2.39 "Retirement" shall mean a Participant's Termination of Employment
on or after his attainment of age 55 with 10 years of Vesting Service credit.
2.40 "Section 414(s) Compensation" shall mean, for any period, a
Participant's compensation as defined in section 414(s) of the Code and
Treasury regulations issued thereunder, but not in excess of $200,000
($150,000 for Plan Years beginning after December 31, 1993) or such other
amount as may be applicable under section 401(a)(17) of the Code.
2.41 "Section 415 Compensation" shall mean, for any period, an
individual's current "compensation" from the Company or an Affiliated Company
as defined under section 415(c)(3) of the Code and regulations issued
thereunder, including those items listed in paragraph (2) of Treas. Reg.
Section 1.415-2(d) but excluding those items listed in paragraph (3) thereof.
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<PAGE> 13
2.42 "Severance from Service Date" shall mean the earlier of:
(a) the date on which an Employee is absent as an Employee
because of his Termination of Employment; or
(b) the first anniversary of an Employee's absence as an
Employee, as applicable, for any other reason, except that an Employee shall
not incur a Severance from Service Date during an approved absence granted by
the Company or an Affiliate Company in accordance with its uniformly applied
leave policy; provided that if the Employee incurs a Severance from Service
Date pursuant to the foregoing upon his quit, retirement or discharge
(regardless of whether such event caused, or occurred during, his absence as
an Employee) and has an Employment Date as an Employee within one year
following the commencement of his absence as an Employee, the Severance from
Service Date shall be removed and treated for all purposes of measuring
Periods of Service or Periods of Severance as if it had not occurred. For
purposes of this Section, an Employee is absent as an Employee on any day
during which he does not perform an hour of duties for which he is paid, or
entitled to pay, as an Employee. In the event that an Employee is absent on
approved leave of absence for military service in the Armed Forces of the
United States (or such other alternative service as may be required under the
terms of the Military Selective Service Act), the period of said Employee's
leave of absence shall be deemed an approved absence to the extent required
by law.
2.43 "Spouse" shall mean the person to whom a Participant is legally
married on any date of reference.
2.44 "Termination of Employment" shall mean the date, as recorded on
the records of the Company or an Affiliated Company, on which an Employee's
employment with the Company and all Affiliated Companies ceases because of the
Employee's resignation, retirement, death or other discharge.
2.45 "Total Disability" shall mean a disability which prevents the
Participant from engaging in the occupation or fulfilling the duties which he
performed at the time of the occurrence of such disability as determined in
the discretion of the Committee.
2.46 "Valuation Date" shall mean each business day.
2.47 "Vesting Service" shall mean the sum (rounded to the next highest
one-twelfth year) of all Periods of Service; provided that no person shall
accrue more than one full Year of Service with respect to any Plan Year, and
provided further that Periods of Service shall be disregarded to the extent
required by one or more of the following rules:
(a) If a person incurs a one-year Period of Severance, all
Periods of Service prior to the Period of Severance shall be disregarded in
determining Vesting Service with respect to contributions following the Period
of Severance unless and until the person completes a one-year Period of
Service after the Period of Severance.
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<PAGE> 14
(b) If a person incurs a five-year Period of Severance, all
Periods of Service following the Period of Severance shall be disregarded in
determining Vesting Service with respect to contributions for service prior
to the Period of Severance.
(c) If a Participant who has only a nonvested interest in his
Matching Contributions Account and his Profit Sharing Contributions Account
incurs a five-year Period of Severance, all Periods of Service prior to the
Period of Severance shall be disregarded.
ARTICLE 3
ELIGIBILITY
3.1 General Rule. Each Covered Employee shall become an Eligible
Employee as of the Entry Date coincident with or next following the date on
which he first becomes a Covered Employee.
3.2 Special Rules.
(a) Each Covered Employee who was eligible to participate in a
Prior Plan immediately prior to the Effective Date and who remains a Covered
Employee as of the Effective Date shall become an Eligible Employee as of the
Effective Date.
(b) If an Employee does not become an Eligible Employee as of any
Entry Date solely because he is not then a Covered Employee, such Employee
shall become an Eligible Employee on the date he first becomes a Covered
Employee.
3.3 Termination and Reemployment. An Eligible Employee who ceases to
be a Covered Employee because of his Termination of Employment or for any
other reason shall become an Eligible Employee as of the date (if any) he
again becomes a Covered Employee.
ARTICLE 4
CONTRIBUTIONS
4.1 Before-Tax Contributions. For each Plan Year the Employer shall
contribute on behalf of each Eligible Employee such whole percentage of the
Eligible Employee's Compensation as the Eligible Employee designates pursuant
to a written election on a form provided by the Employer, in lieu of paying
cash Compensation to the Eligible Employee. The percentage designated by the
Eligible Employee shall be made and may be changed at such times and in
accordance with such procedures as established by the Committee from time to
time in its sole discretion. The Before-Tax Contributions of an Eligible
Employee shall not exceed the lesser of (i) 15% of the Eligible Employee's
Compensation or (ii) the annual dollar limitation described in Section 10.1.
4.2 After-Tax Contributions. For each Plan Year an Eligible Employee
may contribute After-Tax Contributions to the Plan in any whole percentage
amount not exceeding 10% of his Compensation. All designations of After-Tax
Contributions shall be made through payroll deductions or in such other manner
prescribed by the Committee and may be changed at such times and in accordance
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<PAGE> 15
with such procedures as established by the Committee from time to time in its
sole discretion.
4.3 Matching Contributions: If provisions for Matching Contributions
are included in any Supplement to this Basic Plan, the Employer shall make
Matching Contributions for each Plan Year on behalf of each Eligible Employee
in an amount based on the Eligible Employee's Before-Tax Contributions and
under the conditions indicated in the Supplement applicable to the Eligible
Employee.
4.4 Profit Sharing Contributions. If provisions for Profit Sharing
Contributions are included in any Supplement to this Basic Plan, the Employer
shall make a Profit Sharing Contribution for each Plan Year on behalf of each
Eligible Employee in the amount and under the conditions indicated in the
Supplement applicable to the Eligible Employee.
4.5 Rollover Contributions. A Covered Employee (whether or not he is
an Eligible Employee) may make one or more Rollover Contributions to the Plan
by delivering those contributions or having them transferred to the Trustee
and by filing any forms as required by the Committee. Rollover Contributions
must be attributable solely to a "qualifying rollover distribution" (as
described in Code Section 402(c)) or to a direct transfer (as described in
Code Section 401(a)(31)) from another tax-qualified plan or a conduit
"individual retirement account", but may not include nondeductible amounts
contributed by the Employee nor amounts attributable to contributions by the
Employee under that other plan that were deductible under Code Section 219.
The Covered Employee must establish the acceptability of any Rollover
Contribution to the satisfaction of the Committee. Rollover Contributions
must consist of cash, unless the Committee and Trustee agree, in their
discretion, to accept any property other than cash which was included in the
relevant qualifying rollover distribution.
4.6 Remittance of Contributions to Trustee.
(a) Amounts contributed as Profit Sharing or Matching
Contributions shall be remitted to the Trustee as soon as practicable, but no
later than the due date, with extensions, for the Company's income tax return
for the Plan Year for which the contribution is made.
(b) Amounts contributed as After-Tax Contributions or Before-Tax
Contributions will be remitted to the Trustee as soon as practicable, but in
no event later than 90 days after the date on which such contributions are
received by the Company or withheld from the Participant's Compensation.
4.7 Return of Contributions.
(a) Qualification of Plan. The retention by the Trustee of
contributions made to the Trust shall be specifically conditioned upon the
initial qualification of the Plan under section 401 of the Internal Revenue
Code. If the Plan does not so initially qualify, any Employer contributions
made to the Trust shall be returned to the Employer and any Employee
contributions made to the Trust shall be returned to the Participants as soon
as practicable but within one year after the date of denial of initial
qualification of the Plan.
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<PAGE> 16
(b) Deductibility of Contributions. The retention by the Trustee
of contributions made to the Trust Fund shall be conditioned upon the
deductibility of such contributions under section 404 of the Code. To the
extent such deduction is disallowed, any Employer contribution or Employee
contribution to the Trust may be returned to the Employer or the Participant,
respectively, at the discretion of the Employer and as soon as practicable but
within one year after the disallowance of the deduction.
(c) Mistake of Fact. Any Employer contribution or Employee
contribution made because of a mistake of fact may be returned to the Employer
or the Participant, respectively, at the discretion of the Employer as soon
as practicable but within one year after the payment of such contribution.
4.8 Limitations. Notwithstanding anything to the contrary in this
Article 4, all contributions to the Plan shall be subject to the limitations
set forth in Article 10.
ARTICLE 5
VESTING AND FORFEITURES
5.1 Fully Vested Accounts. At all times a Participant shall be fully
vested in his After-Tax Contribution Account, Before-Tax Contribution Account
and Rollover Contribution Account or in any other Account specified in the
applicable Supplement as being fully vested.
5.2 Vesting Based on Service. To the extent not fully vested under
other Plan provisions, a Participant's vested interest in his Plan Account
shall be based on his credited Vesting Service as provided in the applicable
Supplement.
5.3 Vesting Based on Events. To the extent not fully vested under
other Plan provisions, a Participant's entire Plan Account shall become fully
vested upon the occurrence of any of the following events:
(a) Normal Retirement Age. The Participant's attainment of age
65 if he is still an Employee at that time.
(b) Death or Disability. The Participant's Termination of
Employment due to death or Total Disability.
(c) Plan Termination. The effective date of the complete or
partial termination of the Plan or complete discontinuance of Employer
contributions, provided that the Participant is affected by such termination
or discontinuance and the nonvested portion of his Plan Account has not been
forfeited prior to that date.
(a) Upon a Distribution or One-Year Period of Severance Service.
A Participant shall forfeit the portion of his Plan Account which is not fully
vested if (i) he received a lump sum distribution of the entire amount of the
vested portion of his Account or (ii) he incurs a one-year Period of
Severance.
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<PAGE> 17
(b) Restoration of Forfeitable Amount. The amount of the
forfeiture described in Section 5.4(a) shall be restored (1) if the
Participant is reemployed by the Company or an Affiliated Company and performs
an Hour of Service before incurring a Period of Severance of five years and
(2) in addition, if the Participant received a distribution from the Plan
Account, he repays the full amount of such distribution before incurring a
five-year Period of Severance and before the fifth anniversary of the date of
his reemployment. Repaid distributions and restored forfeitures shall be
credited to the portion of his Account representing Employer contributions.
The source for restoring forfeitures shall be current forfeitures, and if
insufficient, an additional Employer contribution shall be made. Repaid
distributions and restored forfeitures shall be invested in the Funds
designated by the Participant.
(c) Five-Year Period of Severance. If a Participant incurs a
Period of Severance of five-consecutive years, he shall permanently forfeit
the portion of his Plan Account that is forfeitable pursuant to this Article
5.
(d) Treatment of Forfeitures. Forfeitures shall be applied as
though they are Employer contributions and shall reduce the amount of the
Employer contributions that would otherwise be required.
ARTICLE 6
DISTRIBUTIONS AFTER TERMINATION OF EMPLOYMENT
6.1 General. A Participant who incurs a Termination of Employment for
any reason other than death shall be entitled to receive his entire vested
Plan Account as provided under this Article 6.
6.2 Form of Benefits.
(a) Lump Sum. Unless the Participant elects otherwise in
accordance with this Article 6, his entire vested Plan Account shall be paid
to him in one lump sum payment.
(b) Installments. A Participant may elect to receive his entire
vested Plan Account in monthly, quarterly, semi-annual or annual installments
payable over a period of 5, 10, 15 or 20 years. A Participant may elect at
anytime to receive his entire unpaid vested Plan Account in one lump sum
payment by filing a written election to that effect with the Committee.
(c) Other Forms. A Participant may elect to receive all or any
portion of his vested Plan Account in any other benefit form permitted under
an applicable Supplement.
6.3 Time of Payment. Unless the Participant elects otherwise, the
payment of benefits to a Participant shall begin not later than the 60th day
after the later of (a) the close of the Plan Year in which the Participant
attained age 65 or (b) the close of the Plan Year in which the Participant's
Termination of Employment occurs; provided, however, that in no event shall
the payment of benefits to a Participant commence later than the Participant's
Required Beginning Date.
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6.4 Election of Payment Date and Form. Subject to all restrictions
imposed under other Plan provisions, a Participant may elect the payment date
and benefit form to be used for the payment of his vested Plan Account. A
valid election under this Section 6.4 shall be made on a written form
prescribed by the Committee and shall be filed with the Committee no more than
90 days and no less than 30 days before the Participant's Annuity Starting
Date. The Participant may change any prior election by filing a new election
at any time before his Annuity Starting Date.
6.5 Notice to Participants. No more than 90 days and no less than 30
days before the Participant's Annuity Starting Date, the Committee shall
provide the Participant with a written notice that provides a general
description of the material features, and an explanation of the relative
values, of the benefit forms available under the Plan with respect to the
Participant and an explanation of the Participant's right to defer payment
beyond the attainment of age 65.
6.6 Spousal Annuity Rules. This Section 6.6 describes certain rules
that apply to annuity payments to married Participants in the event that the
applicable Supplement permits annuity options. These rules apply and
supersede any conflicting Plan provisions only in the case where a Participant
who is married as of his Annuity Starting Date elects to receive payments
under an annuity form of payment other than a Qualified Joint and Survivor
Annuity. In no event shall these rules apply in the case of a Participant
whose vested Plan Account does not exceed and has never exceeded $3,500.
(a) Qualified Joint and Survivor Annuity Required. When the
spousal annuity rules of this Section 6.6 apply, the Participant's vested Plan
Account may only be paid in the form of a Qualified Joint and Survivor Annuity
unless the Participant, with his Spouse's consent, waives such payment form
in accordance with this Section 6.6.
(b) Waiver and Spouse's Consent. These spousal annuity rules may
be waived by the Participant with his Spouse's written consent at any time
within the 90-day period ending on the Participant's Annuity Starting Date.
To be effective, the Participant's waiver must (i) be in writing on a form
acceptable to the Committee, be signed by the Participant, and be filed with
the Committee within that 90-day period; (ii) if applicable, designate a
specific Beneficiary which may not be changed without further written spousal
consent unless the Spouse expressly consents in writing to designations by the
Participant without such further consent, and (iii) designate a specific
benefit form which may not be changed without further written spousal consent
unless the Spouse expressly consents in writing to the designations by the
Participant without such further consent. The Spouse's consent must be filed
during the same 90-day period, conform to the requirements of section 7.3 and
acknowledge both the Spouse's consent to, and the effect of the Participant's
waiver under this Section and, if applicable, to the distribution of the
Participant's benefit prior to his Normal Retirement Date. The Participant's
waiver may be revoked and new waivers may be filed without limit during that
90-day period.
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<PAGE> 19
(c) Notice to Participants. Not more than 90 days and not less
than 30 days before the Participant's Annuity Starting Date for any benefits
subject to the spousal annuity rules, the Committee is to provide written
notice to the Participant of (i) the terms and conditions of the Spouse's
joint and survivor annuity; (ii) the Participant's right to waive the Spouse's
joint and survivor annuity and the effect of that waiver; (iii) the Spouse's
rights under the joint and survivor annuity rules; (iv) the Participant's
right to revoke any previous waiver of the Spouse's joint and survivor annuity
and the effect of that revocation; (v) the Participant's and the Spouse's
right to defer distribution until the Participant's Normal Retirement Date;
and (vi) the benefit forms available under the Plan, including a general
description of the material features, and an explanation of the relative
values of such benefit forms.
6.7 Limitations Applicable to Benefit Forms. The following
limitations, which shall be interpreted and applied in accordance with Code
section 401(a)(9) and Treasury regulation issues thereunder, shall apply to
a Participant's benefit form notwithstanding any Plan provisions to the
contrary.
(a) No Participant may receive Plan benefits in a benefit form
which is expected to result in the complete distribution of his vested Plan
Account over a period extending beyond the longest of the actual life of the
Participant or his designated Beneficiary or the life expectancy of the
Participant or his designated Beneficiary.
(b) The amount to be paid each year under the benefit form
applicable to the Participant (other than the lump sum form) must be at least
an amount equal to the quotient obtained by dividing the Participant's vested
Plan Account balance by the lesser of (i) his life expectancy or the joint and
last survivor expectancy of the Participant and his designated Beneficiary,
or (ii) if the Participant's Spouse is not the designated Beneficiary, the
applicable divisor determined from the table set forth in Q&A-4 of Section
1.401(a)(9)-2 of proposed Treasury regulations or any successor regulations.
The life expectancies are to be computed using the return multiples in Section
1.72-9 of the IRS regulations. Life expectancies shall not be recalculated
after the payment date.
6.8 Mandatory Lump Sum Payment. The Committee shall make a mandatory
lump sum payment to the Participant as soon as is administratively practicable
after the Participant's Termination of Employment if the Participants's vested
Plan Account does not then exceed and has not at any time exceeded $3,500 and
his Annuity Starting Date has not yet occurred. The Participant's consent is
not required for this mandatory lump sum payment.
6.9 Effect of Reemployment. In the event a Participant who has a
Termination of Employment is reemployed by the Company or an Affiliated
Company before a complete distribution has been made to him, distribution of
his Accounts shall not be made until he subsequently incurs a Termination of
Employment, unless required under Section 8.5.
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ARTICLE 7
DEATH BENEFITS
7.1 Payment to Beneficiary. Upon the death of a Participant, any
portion of the Participant's vested Plan Account not yet paid to the
Participant shall be paid to the Participant's Beneficiary in one lump sum
payment unless the rules of Section 7.3 apply.
7.2 Time of Payment. Payment to a Participant's Beneficiary under
Section 7.1 shall be made as soon as is administratively practicable following
the Participant's death but in no event later than 5 years after the death of
the Participant. However, in the case of a Participant who attained his
Required Beginning Date prior to his death, the remaining portion of the
Participant's vested Plan Account shall not be paid to the Participant's
Beneficiary less rapidly than such payments would have been made under the
method of distribution being used as of the date of the Participant's death.
7.3 Qualified Pre-Retirement Survivor Annuity. If a Participant dies
at a time that his benefit is required to be paid in a Qualified Joint and
Survivor Annuity under Section 6.6 but before his Annuity Starting Date, his
Spouse shall receive payment of the Participant's vested Plan Account in the
form of a Qualified Pre-Retirement Survivor Annuity.
7.4 Beneficiary Designation.
(a) Death benefits under this Article 7 shall be paid to the
Participant's surviving Spouse (i) unless (A) the Spouse (or the Spouse's
legal guardian if the Spouse is legally incompetent) consents in writing not
to receive such benefit; (B) such consent acknowledges its own effect; and (C)
such consent is witnessed by a Plan representative or notary public; or (ii)
unless the Participant establishes to the satisfaction of the Committee that
(A) he has no Spouse; (B) his Spouse cannot be located; or (C) his Spouse's
consent is not required under such other circumstances as are prescribed by
governmental regulations. The Spouse's consent may be in the form of a
consent to a specific designation or may expressly permit the Participant to
change his designation without further consent by the Spouse.
(b) Subject to Section 7.4(a), each Participant shall have the
unrestricted right at any time to designate the Beneficiary or Beneficiaries
who shall receive, on or after his death, his interest in his vested Plan
Account. Such designation shall be made by executing and filing with the
Committee a written instrument in such form as may be prescribed by the
Committee for that purpose. Except as provided in this Section, the
Participant shall also have the unrestricted right to revoke and to change,
at any time and from time to time, any Beneficiary designations previously
made. Such revocations and/or changes shall be made by executing and filing
with the Committee a written instrument in such form as may be prescribed by
the Committee for that purpose. No designation, revocation, or change of
Beneficiaries shall be valid and effective unless and until filed with the
Committee. In the event a Participant designates a trust as his Beneficiary,
a change in the Beneficiaries of the trust shall be deemed a change in the
Participant's Beneficiary for purposes of Section 7.4(a), but not for the
purposes of this Section 7.4(b). If no designation is made, or if the
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<PAGE> 21
Beneficiaries named in such designation predecease the Participant, or if the
beneficiaries cannot be located by the Committee, the interest of the decease
Participant shall be paid to the Participant's Spouse, and if there is no
Spouse, to the Participant's estate.
ARTICLE 8
IN-SERVICE WITHDRAWALS
8.1 Payments During Employment. No Plan payments may be made to a
Participant prior to his Termination of Employment, except in the
circumstances described in this Article or in the event of a complete or
partial Plan termination. A Participant's withdrawal request must be in
writing and filed with the Committee, using a form acceptable to the
Committee. The Committee may require the Participant to submit any additional
information which the Committee deems to be necessary to substantiate the
withdrawal request. Any withdrawal is to be paid in one cash payment as soon
as administratively feasible after the withdrawal request is approved by the
Committee.
8.2 Hardship Withdrawals.
(a) In General. A Participant may withdraw that portion of his
vested Before-Tax Contribution Account (but not including earnings
attributable to periods after December 31, 1988), After-Tax Contribution
Account, and Rollover Contribution Account if he incurs an "immediate and
heavy financial need" and the withdrawal is "necessary to satisfy" that need.
(b) Immediate and Heavy Financial Need. An immediate and heavy
financial need shall be deemed to exist as a result of the following financial
obligations:
(i) medical expenses described in Code section 213(d)
incurred by the Participant, the Participant's spouse, or any dependents of
the Participant (as defined in Code section 152),
(ii) the purchase (excluding mortgage payments) of a
principal residence for the Participant,
(iii) payment of tuition and related fees for the next 12
months of post-secondary education for the Participant, his or her spouse,
children, or dependents, or
(iv) the need to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of the
Participant's principal residence.
(c) Necessary to Satisfy Financial Need. A distribution will not
be treated as necessary to satisfy the immediate and heavy financial need of
the Participant to the extent that it is in excess of the amount required to
relieve the financial need or to the extent such need may be satisfied from
other resources that are reasonably available to the Participant. A
Participant's resources shall be deemed to include those assets of his spouse
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<PAGE> 22
and minor children that are reasonably available to the Participant. A
distribution shall be deemed necessary to satisfy a financial need if the
Participant represents in writing to the Committee that the need cannot be
relieved:
(i) through reimbursement or compensation by insurance or
otherwise,
(ii) by reasonable liquidation of the Participant's assets
to the extent that such liquidation would not itself cause an immediate and
heavy financial need,
(iii) by cessation of voluntary contributions under this
Plan or any other deferred compensation plan, or
(iv) by other distributions or nontaxable loans from plans
or by borrowing from commercial sources on reasonable commercial terms.
(d) Committee Policy. Notwithstanding the foregoing, the
Committee shall have the power to restrict or expand the conditions under
which hardship withdrawals will be
available by adopting a written, uniform and nondiscriminatory policy that
complies with the applicable requirements of Code section 401(k) and Treasury
regulations issued thereunder, which written policy as in effect from time to
time is incorporated in this Plan by this reference.
8.3 Withdrawals After Age 59 1/2. A Participant may withdraw any part
or all of his vested After-Tax Contribution Account, Before-Tax Contribution
Account, Matching Contribution, and Rollover Contribution Account after he
reaches age 59 1/2, but not more than once in any 6 month period, and provided
that he files a written request for the withdrawal with the Committee.
8.4 Other Withdrawals. A Participant may withdraw any part or all of
his After-Tax Contribution Account and Rollover Contribution Account at any
time, but not more than once in any 6 month period and provided that he files
a written request for the withdrawal with the Committee.
8.5 Required In-Service Distribution. A Participant who is still an
Employee as of his Required Beginning Date shall receive a distribution from
his vested Plan Account for each "distribution year", as such term is
described under regulations issued under Code section 401(a)(9), equal to his
"Required Minimum Distribution." Such distributions shall begin no later than
the Participant's Required Beginning Date and shall be made once each
distribution year (or twice in the case of the distribution year in which the
Participant's Required Beginning Date occurs) for as long as the Participant
remains an Employee. As soon as practicable following the date of the
Participant's Termination of Employment, the entire balance of the
Participant's vested Plan Account shall be paid to him in one single sum
payment unless the Participant elects another benefit form available under
Article 6. The Participant's "Required Minimum Distribution" shall be the
minimum amount required to be distributed to the Participant for a
distribution year under Code section 401(a)(9) and regulations issued
thereunder. For the purpose of determining the Participant's Required Minimum
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<PAGE> 23
Distribution, the life expectancy of the Participant and, if applicable, the
joint life expectancy of the Participant and his Beneficiary shall not be
recalculated each distribution year. Although a Participant may receive
distributions under this Section before his Termination of Employment, he is
to continue to share in contributions and have all other rights and privileges
under this Plan to the same extent as would have applied in the absence of
this Section.
8.6 Early Payment to an Alternate Payee. A lump sum payment from a
Participant's vested Plan Account is permitted to be made to an "alternate
payee" under a "qualified domestic relations order", as such terms are defined
in Code section 414(p), prior to the Participant's Termination of Employment
if the order provides for a distribution at that time, even if the Participant
would not then be entitled to a distribution under this Article.
8.7 Withdrawals Upon Sale of Assets or Sale of Subsidiary. In
accordance with such restrictions imposed under Code section 401(k) and
Treasury regulations issued thereunder, a Participant may withdraw his entire
vested Plan Account in one lump sum payment in the event of:
(a) the disposition, to an entity which is not an Affiliated
Company, of substantially all of the assets used by the Employer in the trade
or business in which the Participant continues employment if the Company
continues to maintain the Plan; or
(b) the disposition, to an entity which is not an Affiliated
Company, of the stock of a subsidiary in which the Participant continues
employment if the Company continues to maintain the Plan.
8.8 Restriction on Distribution of Before-Tax Contribution Account.
Except as otherwise provided in this Section, no amount may be distributed
from the Before-Tax Contribution Account of any Participant before the earlier
of his reaching age 59 1/2, his "separation from service" within the meaning
of Code section 401(k)(2)(b), his death or his Total Disability.
8.9 Withdrawals Not Subject to Replacement. A Participant may not
replace any portion of his Accounts withdrawn under the Plan.
ARTICLE 9
LOANS
9.1 In General. Participant loans may be granted in accordance with
this Article and in accordance with any policy on Participant loans from the
Plan which may be adopted by the Committee from time to time, which policy is
incorporated herein and made a part hereof. Notwithstanding anything in this
Article to the contrary, the Committee has the power to restrict or expand the
conditions under which loans will be available, within the limitations applied
by applicable law, by adopting a written, uniform and nondiscriminatory
policy.
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<PAGE> 24
9.2 Loans Authorized. The Committee may direct the Trustee to make
a loan at any time to any Participant who is a "party in interest" as defined
in Section 3(14) of ERISA, and to any other Participant who has not had a
Termination of Employment. Notwithstanding any contrary Plan provision, all
Participant loans from this Plan are administered by and must be approved by
the Committee.
9.3 Documentation. Participant loans must be documented by the
following written documents in a form acceptable to the Committee: (i) the
Participant's loan application; (ii) the Participant's collateral promissory
note for the loan amount (including interest) payable to the Trustee; (iii)
a mortgage or other security agreement evidencing the Plan's rights in the
Participant's Plan Account or any other property pledged as security for the
loan; (iv) a deduction authorization form by which the Participant authorizes
repayment of the loan through payroll deduction and (v) any other documents
which the Committee may require to evidence the loan and adequately secure its
repayment.
9.4 Loan Limits. The maximum outstanding loan balance for a
Participant loan may not exceed the lesser of: (i) $50,000 reduced by the
excess of the highest outstanding loan balance for the Participant during the
previous 12-month period over the Participant's outstanding loan balance on
the date the loan is granted or (ii) one-half of the Participant's vested Plan
Account under this Plan.
9.5 Loan Terms. The interest rate and other terms and conditions for
a Participant loan, its security and repayment, are to be generally comparable
to those that would be imposed by a commercial lender for a similar loan made
at the same date under similar circumstances. Subject to the foregoing, the
following specific provisions shall apply:
(a) Term: Except for a loan for the purchase of a home, the term
of any participant loan may not exceed five years. However, no loan may
extend beyond the Participant's Required Beginning Date.
(b) Security: A loan is to be secured by the Participant's
vested Plan Account. The Committee may also require the Participant to
provide a mortgage or security interest in any other property where the
Committee feels the additional security or collateral is necessary to secure
adequately the loan's repayment. No withdrawals or distributions shall be
permitted from the Plan to the extent that the Participant's vested Plan
Account would be reduced below 100% of the then outstanding loan balance of
all of the Participant's loans. A Participant may not elect a withdrawal or
distribution with respect to that portion of the amount invested in a loan and
that portion of his Plan Account is not to be taken into account in
determining the amount available for a withdrawal or distribution, except in
the case of a forced withdrawal in the event of default. However a
Participant may elect a withdrawal or distribution from other vested Plan
Accounts, in accordance with applicable provisions of the Plan. The Committee
is to take all actions necessary to perfect the Plan's security interest in
all loan security to the fullest extent possible.
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<PAGE> 25
9.6 Repayment. All loans must be repaid pursuant to a level
amortization schedule with payments no less frequently than quarterly over the
term of the loan subject to any acceleration or early payment provisions in
the loan agreement. Loans may be repaid by payroll deduction, or in
accordance with any other method as set forth in the loan policy established
by the Committee, at least as often as once per month, beginning with the
Participant's first pay period after he receives the loan.
9.7 Consequences of Default. Upon default, the entire outstanding
balance of the Participant's loan shall be immediately due and payable. At
such time the Participant's outstanding loan balance is to be deducted from
any amounts netted against and available to the Participant or his
Beneficiaries as a withdrawal or distribution, but only as and to the extent
that amounts are so available to the Participant or his Beneficiaries.
Interest at the loan rate shall continue to accrue on any outstanding loan
balance (including previously accrued interest) until the entire outstanding
balance has been repaid by the Participant or offset against his vested Plan
Account. Any part of the Participant's loan which is offset against his
vested Plan Account shall be a deemed withdrawal or distribution, as the case
may be. However, in no event shall a loan be offset against the Participant's
Before-Tax Contribution Account until the earliest of: (i) the date he
attains age 59 1/2; (ii) the date he retires or his Employment with the Company
and all established by the Committee Affiliated Companies otherwise
terminates; or (iii) the date he incurs a disability within the meaning of
Internal Revenue Code Section 72(m)(7).
9.8 Default. Default shall mean, or occur upon: (i) failure by the
Participant to pay any loan repayment within 60 days after it becomes due;
(ii) the Participant's death or disability within the meaning of Code Section
72(m)(7); (iii) the Participant's Termination of Employment; (iv) the
termination of the Plan or discontinuance of Employer contributions to the
Plan or (v) such other event or occurrence defined as a default in the loan
policy established by the Committee and in the Participant's loan agreement.
9.9 Discrimination. The Committee is not to discriminate between
Participants in the matter of interest or other loan terms, but different
rates of interest may be charged and different terms imposed, if justified by
the type of loan or by changes in general economic conditions.
ARTICLE 10
LIMITATIONS ON CONTRIBUTIONS
10.1 Section 402(g) Limit on Before-Tax Contributions.
(a) In General. The Before-Tax Contributions made with respect
to a Participant shall not exceed $7,000 (as indexed) or such other amount
specified by the Internal Revenue Service pursuant to Code section 402(g) in
any calendar year. This limit shall be applied by aggregating all plans and
arrangements maintained by the Company and any Affiliated Company that provide
for elective deferrals as defined in Code section 402(g).
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<PAGE> 26
(b) Correction of Excess. Before-Tax Contributions made to the
Plan in excess of the limitation of Section 10.1(a) (adjusted for gains and
losses as provided by regulations) shall be paid to the Participant not later
than April 15 of the taxable year which follows the taxable year in which the
excess amount arises. The amount to be distributed shall be reduced by any
amounts previously distributed to the Participant under Section 10.3 (relating
to section 401(k) limitation) during the Plan Year which begins with or within
such taxable year. Before-Tax Contributions which are refunded under this
Section shall not be treated as Annual Additions under Section 10. Before-Tax
Contributions of a Highly Compensated Employee which are refunded under this
section shall be taken into account as Before-Tax Contributions for the
purpose of Section 10.7. Matching Contributions made with respect to Before-
Tax Contributions which are refunded to a Participant shall be forfeited.
10.2 Section 401(k) Limit on Before-Tax Contributions.
(a) Average Deferral Percentage Test. Before-Tax Contributions
for any Plan Year shall be limited to the extent necessary so that the Actual
Deferral Percentage for the group of Highly Compensated Employees who are
Eligible Employees is not more than the greater of:
(i) the product of 1.25 and the Actual Deferral Percentage
for the Non-Highly Compensated Employees who are Eligible Employees, or
(ii) the lesser of: (A) the product of two and the Actual
Deferral Percentage for the Non-Highly Compensated Employees who are Eligible
Employees; or (B) the Actual Deferral Percentage for the Non-Highly
Compensated Employees who are Eligible Employees plus two percentage points.
(b) Special Rules. The following rules shall apply in
determining whether the Average Deferral Percentage Test is satisfied:
(i) If this Plan is combined with another plan for the
purposes of Code section 410(b), both plans shall be combined for the purposes
of this Section.
(ii) In the case of an Eligible Employee who is a Highly
Compensated Employee and is a five-percent owner or a Highly Compensated
Employee in the group consisting of the ten Highly Compensated Employees paid
the greatest Section 414(b) Compensation during the Plan Year, a combined
deferral percentage shall be calculated with respect to such Eligible Employee
and another Eligible Employee who is a member of the same family (as defined
in Code section 414(q)(6)).
10.3 Correction of Average Deferral Percentage Test.
(a) Reductions During Plan Year. If the Committee determines
prior to the end of a Plan Year that the limitation of Section 10.2 might not
be satisfied, the Committee may reduce the future Before-Tax Contributions of
the Highly Compensated Employees such that no Highly Compensated Employee's
future Before-Tax Contributions expressed as a percentage of Section 414(b)
Compensation will exceed such Contributions of any other Highly Compensated
Employee whose Before-Tax Contributions are reduced under this section, or to
the extent permitted by law, in such other manner as the Committee may decide.
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<PAGE> 27
(b) Reductions After End of Plan Year. If the Committee
determines after the end of a Plan Year that the limitation of Section 10.2
has not been satisfied, the excess shall be eliminated in accordance with the
following rules:
(i) The excess with respect to each Highly Compensated
Employee shall be determined by reducing, until the limitation of Section 10.2
is satisfied, the Before-Tax Contribution of the Highly Compensated Employee
with the highest Actual Deferral Percentage so that the ratio is reduced to
the ratio of the Highly Compensated Employee with the next highest Actual
Deferral Percentage, and repeating the process.
(ii) Excess amounts (adjusted for gains and losses pursuant
to Treasury regulations) shall be paid to Participants not later than 2 1/2
months or, if that is not administratively feasible, the last day of the Plan
Year following the close of the Plan Year with respect to which the limitation
of Section 10.2 is exceeded but the amount to be distributed shall be reduced
by amounts previously distributed under Section 10.1 (relating to the section
402(g) limit).
(iii) In the case of "family members" whose Actual Deferral
Percentage is calculated on a combined basis, the excess shall be allocated
among the "family members" in proportion to the Before-Tax Contributions of
each such "family member."
(c) Additional Contribution. If the Committee determines that
the limitation of Section 10.2 has been or may be exceeded, to the extent
permitted by regulations of the Internal Revenue Service, the Employer may
make an additional contribution on behalf of Non-Highly Compensated Employees
in order to satisfy the limitation of Section 10.2. Such contribution shall
be fully and immediately nonforfeitable and may not be withdrawn pursuant to
Sections 8.2 or 8.4 (relating to certain in-service withdrawals).
10.4 Section 401(m) Limit on After-Tax and Matching Contributions.
(a) Average Contribution Percentage Test. After-Tax
Contributions and Matching Contributions for any Plan Year shall be limited
to the extent necessary so that the Contribution Percentage for the group of
Highly Compensated Employees who are Eligible Employees is not more than the
greater of:
(i) the product of 1.25 and the Actual Contribution
Percentage for the Non-Highly Compensated Employees who are Eligible
Employees, or
(ii) the lesser of: (A) the product of two and the Actual
Contribution Percentage for the Non-Highly Compensated Employees who are
Eligible Employees; or (B) the Actual Contribution Percentage for the Non-
Highly Compensated Employees who are Eligible Employees plus two percentage
points.
(b) Special Rules. The following rules shall apply in
determining whether the Average Contribution Percentage Test is satisfied:
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<PAGE> 28
(i) If this Plan is combined with another plan for the
purposes of Code section 410(b), both plans shall be combined for the purposes
of this Section.
(ii) In the case of an Eligible Employee who is a Highly
Compensated Employee and is a five-percent owner or a Highly Compensated
Employee in the group consisting of the ten Highly Compensated Employees paid
the greatest Section 414(b) Compensation during the Plan Year, a combined
contribution percentage shall be calculated with respect to such Eligible
Employee and another Eligible Employee who is a member of the same family (as
defined in Code section 414(q)(6)).
10.5 Correction of Average Contribution Percentage Test.
(a) Reductions During Plan Year. If the Committee determines
prior to the end of a Plan Year that the limitation of Section 10.4 might not
be satisfied, the Committee may reduce the future After-Tax Contributions, or
if necessary the Matching Contributions, of the Highly Compensated Employees,
provided that no Highly Compensated Participant's future After-Tax
Contributions or Matching Contributions expressed as a percentage of Section
414(b) Compensation will exceed such Contributions of any other Highly
Compensated Employee whose After-Tax Contributions or Matching Contributions
are reduced under this section, or to the extent permitted by law, in such
other manner as the Committee may decide.
(b) Reduction of Contributions After End of Plan Year. If the
Committee determines after the end of the Plan Year that the limitation of
Section 10.4 has not been satisfied, the excess shall be eliminated in
accordance with the following rules:
(i) The excess with respect to each Highly Compensated
Employee shall be determined by reducing the After-Tax Contributions (and any
related Matching Contributions) of the Highly Compensated Employee with the
highest Contribution Percentage, and if necessary Matching Contributions, such
that the Contribution Percentage is reduced to the Contribution Percentage of
the Highly Compensated Employee with the next highest Contribution Percentage
and repeating the process until the limitation of Section 10.4 is satisfied.
(ii) The excess (adjusted for gains and losses pursuant to
Treasury regulations) shall be eliminated by distributing to the Employee his
excess After-Tax Contributions and, if necessary, by forfeiting his excess
Matching Contributions. The excess shall be eliminated no later than 2 1/2
months or, if that is not administratively feasible, the last day of the Plan
Year following the close of the Plan Year with respect to which the limitation
of Section 10.4 is exceeded.
(iii) In the case of "family members" whose Contribution
Percentage is calculated on a combined basis under Section (b), the excess
shall be allocated among the "family members" in proportion to the aggregate
After-Tax Contributions and Matching Contributions of each such "family
member."
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(c) Additional Contribution. If the Committee determines that
the limitation of Section 10.4 has been or may be exceeded, to the extent
permitted by Treasury regulations, the Employer may make an additional
contribution on behalf of Non-Highly Compensated Employees to satisfy the
limitation of Section 10.4. Such contribution shall be fully and immediately
nonforfeitable and may not be withdrawn pursuant to Sections 8.2 or 8.4
(relating to certain in-service withdrawals).
10.6 Multiple Use of Alternative Limitation; Aggregate Limitation.
(a) In General. If the Actual Deferral Percentage for the group
of Highly Compensated Employee exceeds the amount in Section 10.2(a)(1) and
the Actual Contribution Percentage for such group exceeds the amount in
Section 10.4(a)(1) then the sum of --
(i) the Actual Deferral Percentage for the group of Highly
Compensated Employees who are Eligible Employees, and
(ii) the Actual Contribution Percentage for the group of
Highly Compensated Employees who are Eligible Employees; shall not exceed the
Aggregate Limitation.
(b) Aggregate Limitation. The Aggregate Limitation shall be the
limit prescribed by the Internal Revenue Service pursuant to Code section
401(m)(9) and Treasury regulations issued thereunder to prevent the multiple
use of the limitation of Section 10.2(a)(2) and the limitation of Section
10.4(a)(2).
(c) Correction of Excess. If the Aggregate Limitation in Section
10.6(b) is exceeded, the Actual Contribution Percentages of the Highly
Compensated Employees shall be reduced by distributing After-Tax Contributions
or forfeiting Matching Contributions (as determined by the Committee subject
to Treasury regulations) until the excess is eliminated.
10.7 Section 415 Limitation on Annual Additions.
(a) General Limitation. With respect to each Limitation Year,
the Annual Addition (as defined in Section 10.7(c) below) for a Participant
shall not exceed the lesser of: (i) $30,000 adjusted for increases in the
cost of living specified by the Department of the Treasury, effective January
1 of each calendar year and applicable with respect to the Limitation Year
ending with or within such calendar year; or (ii) 25 percent of the
Participant's Section 415 Compensation for the Limitation Year. The rules of
this Section 10.7 shall be applied in accordance with section 415 of the Code
and Treasury regulations issued thereunder which are incorporated by this
reference.
(b) Coverage Under a Defined Benefit Plan.
(i) If a Participant is, or was, covered under a qualified
defined benefit plan maintained by the Company or any Affiliated Company, the
sum of the Participant's "Defined Benefit Fraction" and "Defined Contribution
Fraction" may not exceed 1.0 in any Limitation Year.
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(ii) The "Defined Benefit Fraction" is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all qualified defined benefit plans (whether or not terminated)
maintained by the Company or any Affiliated Company, and the denominator of
which is the lesser of: (A) 1.25 times the dollar limitation of Code section
415(b)(1)(A) in effect for the Limitation Year; or (B) 1.4 times the
Participant's average Section 415 Compensation for the three-consecutive Plan
Years that produces the highest average. "Projected Annual Benefit" means the
annual benefit to which the Participant would be entitled under the terms of
the defined benefit plan, if the Participant continued employment until normal
retirement age (or current age, if later) and the Participant's Section 415
Compensation for the Limitation Year and all other relevant factors used to
determine such benefit remained constant until normal retirement age (or
current age, if later).
(iii) The "Defined Contribution Fraction" is a fraction,
the numerator of which is the sum of the Annual Additions to the Participant's
account under all qualified defined contribution plans (whether or not
terminated) maintained by any Company or Affiliated Company for the current
and all prior Limitation Years, and the denominator of which is the sum of the
lesser of the following amounts determined for such year and for each prior
year of service with any Employer or Affiliate: (A) 1.25 times the dollar
limitation in effect under Code section 415(c)(1)(A) for such year; or (B) 1.4
times the amount which may be taken into account under Code section
415(c)(1)(B). In calculating the Defined Contribution Fraction, the Committee
may, at its discretion, make the election described in Code section 415(e)(6).
(c) Annual Additions mean the following amounts for a Limitation
Year with respect to each Participant: Matching Contributions, Profit Sharing
Contributions, other Employer contributions, Before-Tax Contributions,
forfeitures, the Participant's After-Tax Contributions, and similar amounts
under other qualified defined contribution plans maintained by the Company or
any Affiliated Company in which the Participant is a covered employee.
Amounts allocated to a post-retirement medical account described in Code
section 415(1)(2) or 419A(d)(2) shall be treated as an Annual Addition. To
the extent required by regulations, contributions do not fail to be Annual
Additions because they are excess deferrals within the meaning of Code section
402(g), excess contributions within the meaning of Code section 401(k), or
excess aggregate contributions within the meaning of Code section 401(m) which
are distributed. Rollover contributions, repaid distributions, restored
forfeitures, and loan payments shall not be treated as Annual Additions.
(d) Excess Amounts. If, for any Plan Year, it is necessary to
limit the allocation of an amount to a Participant's Account to comply with
Section 10.7(a), the Plan:
(i) first, shall refund to the Participant, to the extent
necessary and as soon as administratively feasible, the amount of the After-
Tax Contributions;
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(ii) second, shall refund to the Participant, to the extent
necessary and as soon as administratively feasible, the amount of the Before-
Tax Contributions made on his behalf. The Matching Contributions made with
respect to such Before-Tax Contributions and any earnings thereon shall be
held in a suspense account and used in the next Limitation Year as an Employer
contribution; and
(iii) third, to the extent necessary, hold the
Participant's Matching Contribution and Profit Sharing Contribution, and
earnings thereon, in a suspense account to be used in the next Limitation Year
as Employer contributions.
(e) Correction Under Defined Benefit Plan. If the limitations
of Section 10.7(b) are exceeded, the accrued benefit of the Participant under
the defined benefit plan shall be reduced to the extent necessary to satisfy
the requirements of Section 10.7(b).
ARTICLE 11
TRUST FUND AND INVESTMENTS
11.1 Trust Fund.
(a) General. The Company shall maintain a Trust Fund as a part
of the plan in order to implement and carry out the provisions of the Plan and
to finance the benefits under the Plan, by entering into one or more Trust
Agreements. Any Trust Agreement is designated as, and shall constitute, a
part of a Plan, and all rights which may accrue to any person under a Plan
shall be subject to all the terms and provisions of such Trust Agreement. The
Company may modify any Trust Agreement from time to time to accomplish the
purpose of a Plan and may replace the Trustee and appoint a successor Trustee.
The assets of a Trust Fund shall not be used for or diverted to purposes other
than the exclusive benefit of Participants and Beneficiaries and the payment
of reasonable administrative expenses of the Plan.
(b) Nonreversion. An Employer shall have no right, title, or
interest in the contributions made to the Trust Fund under the Plan and no
part of the Trust Fund shall revert to an Employer, except as provided in
Article 4.
11.2 Investment Funds. The Plan Board shall designate from time to
time various investment vehicles which shall comprise the Investment Funds
into which Participants' Accounts may be invested.
11.3 Participant Selection of Investments.
(a) Future Contributions. A Participant may, at such times
permitted by the Committee but not less frequently than quarterly, designate
that further contributions to be credited to his Plan Account be invested, in
integral multiples of ten percent (10%) of the amount of such contributions
(as specified in the Participant's designation), in one or more of the
Investment Funds which have been designated by the Plan Board as available for
this purpose. Such designation by a Participant shall be in writing on a form
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<PAGE> 32
provided by the Committee or by telephone in accordance with procedures
established by the Committee and, except as may otherwise be required by the
particular Investment Fund, shall become effective as soon as practicable
following receipt of such notice or telephonic instructions.
(b) Existing Account Balances. Except as provided in Section
11.3(d) for former Employees and subject to any restrictions on transferring
funds applicable to any Investment Fund, a Participant may, at such times
permitted by the Committee but not less frequently than quarterly, designate
that his existing account balances be reinvested, in integral multiples of ten
percent (10%) of the value of each such account (as specified in the
Participant's designation), in one or more of the Investment Funds which have
been designated by the Plan Board as available for this purpose; provided that
if the short term investments in any Investment Fund are not sufficient to
satisfy the outstanding designations of all Participants, such designations
shall be prorated. Such designation by a Participant shall be in writing on
a form provided by the Committee or by telephone in accordance with procedures
established by the Committee and, except as may otherwise be required by the
particular Investment Fund, shall become effective as soon as practicable
following receipt of such notice or telephonic instructions.
(c) Participant's Failure to Select. Amounts with respect to
which a Participant has made no investment choice shall be invested in an
Investment Fund designated for this purpose in advance by the Plan Board.
(d) Participants Who Are No Longer Employees. If a Participant
ceases to be an Employee, his nonforfeitable interest in the Plan, shall be
invested by the Trustee, as directed by the Plan Board, in the Investment Fund
which the Plan Board determines will best serve the objective of preserving
the principal with generation of income.
11.4 Loan Fund. The Committee shall establish, or direct the Trustee
to establish, a "Loan Fund" which shall consist of notes executed by
Participants evidencing loans made in accordance with provisions of Article
9.
11.5 Crediting Investment Earnings.
(a) General. As of each Valuation Date with respect to each of
the Investment Funds other than the Loan Fund, the Committee, or at its
direction the Trustee, shall value each Investment Fund at fair market value
and determine the investment earnings (whether gain or loss) of that
Investment Fund since the immediately preceding Valuation Date and shall
credit (or charge) each Participant's Plan Account with its share of such
investment earnings in the same proportion as the amount allocated to that
Investment Fund in all of the Participant's Accounts since the preceding
Valuation Date (as determined by the Committee) bears to the total amount
allocated to that Investment Fund in all of the Participants' Accounts since
the preceding Valuation Date (as determined by the Committee). The investment
earnings (whether gain or loss) of each Investment Fund, other than the Loan
Fund, shall also be credited or charged with a pro-rata portion of any credits
or charges to the Trust Fund not otherwise directly allocable to specific
Investment Funds. The investment earnings of each of the Investment Funds,
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other than the Loan Fund, credited or charged pursuant to this Section 11.2
further shall be allocated pro rata as a credit or charge to each of the
Participant's Accounts to the extent that such Accounts were invested in the
Investment Fund since the preceding Valuation Date (as determined by the
Committee).
(b) Loan Fund. Principal and interest attributable to any note
in the Loan Fund shall be allocated entirely to the Plan account of the
Participant who is obligated on the note.
ARTICLE 12
PLAN BOARD
12.1 Appointment of Plan Board. There shall be a Plan Board which
shall consist of not fewer than three (3) members and shall be appointed by
the Board of Directors. Members of the Plan Board may, but need not, be
members of the Committee. Members of the Plan Board shall hold office until
their death, resignation, disqualification or removal.
12.2 Resignation and Removal of Members. Any member of the Plan Board
may resign at any time by giving written notice to the other members and to
the Board of Directors, effective as therein stated. Any member of the Plan
Board may, at any time, be removed by the Board of Directors.
12.3 Appointment of Successors. Upon the death, resignation,
disqualification or removal of any member of the Plan Board, the Board may
appoint a successor. Notice of appointment of a successor member shall be
given by the Board in writing to the Trustee and to the Plan Board.
12.4 Board Powers. The Plan Board shall have the full discretionary
power and authority to discharge the responsibilities allocated to it pursuant
to the Plan. The Plan Board shall have no power, authority or responsibility
with respect to those matters which are the responsibility of the Committee.
Any action taken in good faith by the Plan Board in the exercise of authority
conferred upon it by this Plan shall be conclusive and binding upon
Participants, their Beneficiaries and all other persons. All discretionary
powers conferred upon the Plan Board shall be absolute, provided that no
discretionary power shall be exercised in such manner as to cause or create
discrimination in favor of Employees who are officers or shareholders of any
Company or Highly Compensated Employees. Except to the extent delegated to
the Trustee under, or pursuant to, the Trust Agreement, the authority of the
Plan Board shall include, but not by way of limitation, the following:
(a) Authority to select and engage attorneys to represent the
Plan and/or the Company in connection with the Plan, as may from time to time
be necessary;
(b) Authority to establish a funding policy and method consistent
with the objectives of the Plan and the requirements of Title I of ERISA and
to meet annually to review such funding policy and review the investment
performance of the Trustee with respect to the Trust Fund and any investment
manager appointed pursuant to Section 12.6;
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(c) Authority to make or provide for the making of any audit or
examination of the investment affairs of the Plan;
(d) Authority to engage such legal, actuarial, accounting and
other professional services as it may deem proper, including authority to
employ one or more persons to render advice with regard to any responsibility
which the Plan Board, any member thereof or any other person designated under
Section 12.5 may have under the Plan;
(e) Authority to direct the purchase by the Trustee of, or the
investment by the Trustee in, any insurance company investment contracts or
other investments acquired for the purpose of funding or providing any
benefits payable under the Plan;
(f) Authority to designate Investment Funds available to
Participants for the investment of the amounts credited to their accounts, and
to specify the terms upon which such selections may be made;
(g) Authority to perform or cause to be performed such further
acts as it may deem to be necessary, appropriate or convenient in the exercise
of its power and authority under the Plan; and
(h) Authority to amend the Plan in accordance with Article 16.
12.5 Allocation and Delegation of Duties. By action of the Plan Board,
duly reflected in its minutes, the Plan Board may allocate its fiduciary
responsibilities among its members and may designate other persons to carry
out fiduciary or other responsibilities under the Plan. Pursuant to this
Section 12.5, the Plan Board may appoint from among its members a chairman and
a secretary, who shall have such powers as the Plan Board may provide from
time to time. The foregoing provisions of this Section 12.5 shall not limit
the authority of the Plan Board to appoint one or more Investment Managers in
accordance with Section 12.6. The Plan Board, and any person delegated under
the provisions hereof to carry out any responsibilities under the Plan, shall
be entitled to rely upon tables, valuations, certificates, and reports
furnished by actuaries, and upon certificates, reports, and opinions made or
given by any accountant, legal counsel or other expert or advisor (who may be
employed or retained by one or more Affiliated Companies) selected or approved
by the Plan Board; and the participants of the Plan Board and any delegate
thereof shall not be liable, except to the extent provided by law, for any
action taken, suffered or omitted by them in good faith or for any such action
in reliance upon any such actuary, accountant, legal counsel or other expert
of advisor.
12.6 Investment Manager. The Plan Board may appoint one or more
Investment Managers (as defined in Section 3(38) of ERISA) to manage all or
any part of the assets of the Plan. Such appointment shall be reflected in
the minutes of the Plan Board. The Investment Manager(s) shall discharge its
duties in accordance with applicable law and in particular in accordance with
Section 404(a)(1) of ERISA. The Investment Manager(s), when appointed, shall
have such responsibility to manage the assets of the Plan as the Plan Board
shall designate, and the Plan Board shall thereafter have no responsibility
for the management of such assets to the extent that responsibilities are
designated to be the responsibilities of the Investment Manager(s).
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12.7 Board Procedure. Any action by a majority of the members of the
Plan Board at any item shall constitute the action of the Plan Board. A
member of the Plan Board who is also a Participant hereunder shall not vote
on any question involving his own interest under the Plan, as distinguished
from interests of others similarly situated. The Plan Board may authorize
each or any one or more of its members to execute any document or documents
on behalf of the Plan Board, in which event it shall notify the Trustee in
writing of such action and the name or names of its members so designated, and
the Trustee may thereafter accept and rely upon any document executed by such
member or members as representing action by the Plan Board until the Plan
Board shall file with the Trustee a written revocation of such designation.
12.8 Compensation and Expenses of Board. Members of the Plan Board
shall serve as such without compensation from the Plan, but may receive
compensation from an Affiliated Company for so serving. The compensation, or
fees, as the case may be, of all officers, agents, counsel, the Trustee, the
Investment Manager(s), or other persons retained or employed by the Plan Board
shall be fixed by the Plan Board. Expenses other than the compensation of
members of the Plan Board shall be paid by the Company unless paid by the Plan
as permitted by law.
12.9 Records. The Plan Board shall keep a record of all its
proceedings and shall keep, or cause to be kept, all such books, accounts,
records or other data as may be necessary or advisable in its judgment to
carry out its responsibilities hereunder and properly to reflect its affairs,
provided that nothing in this Section 12.9 shall require the Plan Board or any
member to perform any act which, pursuant to law or the provisions of this
Plan, is the responsibility of the Committee, nor shall this Section 12.9
relieve the Committee of such responsibility.
ARTICLE 13
ADMINISTRATION
13.1 The Committee; Plan Administration. The general administration
of the Plan and the responsibility for carrying out its provisions shall be
placed in a Committee (the "Committee") of two or more persons appointed from
time to time by the Plan Board to serve at its pleasure. Any member of the
Committee may resign by delivering his written resignation to the Plan Board
and the secretary of the Committee. The Committee shall be the "plan
administrator" (within the meaning of Section 3 of ERISA and section 414(g)
of the Code) with such authority, responsibilities and obligations as ERISA
and the Code grant to and impose upon persons so designated. For the purposes
of ERISA, the Committee shall be a "named fiduciary" under the Plan. No
member of the Committee shall, in such capacity, act or participate in any
action directly affecting his own interest in the Plan other than an action
which affects the interests of Participants generally.
13.2 Powers and Duties of the Committee. The Committee shall have full
power and authority to control and manage the operation and administration of
the Plan and to construe and apply all of its provisions, provided that the
Committee shall have no power, authority, or responsibility with respect to
those matters which are the responsibility of the Plan Board or the Trustee.
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<PAGE> 36
Any action taken in good faith by the Committee in the exercise of authority
conferred upon it by this Plan shall be conclusive and binding upon
Participants, their Beneficiaries and all other persons. All discretionary
powers conferred upon the Committee shall be absolute, provided that no
discretionary power shall be exercised in such manner as to cause or create
discrimination in favor of Employees who are officers or shareholders of any
Company or Highly Compensated Employees. The authority of the Committee shall
include, but not by way of limitation, the following:
(a) Authority to interpret the provisions of the Plan and to
determine any questions arising under the Plan or in connection with the
administration or operation thereof;
(b) Authority to determine all questions affecting the
eligibility of any person to be, become or remain a Participant in the Plan;
(c) Authority to determine the Service of any person and to
compute the amount of benefit or other sum payable under the Plan to any
person;
(d) Authority to maintain records necessary or convenient to the
determination of the foregoing;
(e) Authority to authorize and direct all disbursements of
benefits and other sums under the Plan which the Trustee is not by the terms
of the Plan or Trust Agreement authorized to make without such direction, and
to determine the manner in which benefits shall be payable to Participants;
(f) Authority to inform the Trustee of the annual estimates of
future benefits to be paid from the Trust and to furnish the Trustee with such
other information as is deemed necessary for the Trustee to carry out the
purposes of the Trust Agreement;
(g) Authority to adopt such rules as it may deem desirable for
the purpose of regulating the conduct and discharge of its business and duties
in the administration of the provisions of the Plan, provided that such rules
shall not be inconsistent with the provisions of the Plan;
(h) Authority to employ such counsel and agents, and to obtain
such clerical, administrative, accounting, medical, legal, insurance and
actuarial services as it may deem necessary or appropriate in carrying out the
provisions of the Plan, including authority to employ one or more persons to
render advice with regard to any responsibility which any person may have
under the Plan; and
(i) Authority to purchase such liability insurance and bonds as
it may deem appropriate in connection with the operation and administration
of the Plan.
13.3 Committee Procedure. Any action by a majority of the members of
the Plan Administration Committee as constituted at any time shall constitute
the action of the Plan Administration Committee. A member of the Committee
who is also a Participant hereunder shall not vote on any question involving
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<PAGE> 37
his own interest under the Plan, as distinguished from interests of others
similarly situated. If no member shall thereby be able to vote on a question,
the question shall be determined by the Board of Directors. The Committee may
authorize each or any one or more of its members to execute any document or
documents on behalf of the Committee, in which event it shall notify the
Trustee in writing of such action and the name or names of its members so
designated, and the Trustee may thereafter accept and rely upon any document
executed by such member or members as representing action by the Committee
until the Committee shall file with the Trustee a written revocation of such
designation.
13.4 Compensation of Committee. Members of the Committee shall serve
as such without compensation from the Plan, but may receive compensation from
the Company or an Affiliated Company for such service.
13.5 Payment of Plan Expenses. All expenses of the Company, the
Committee, and the Trustee shall be paid from the Trust Fund to the extent
they constitute reasonable expenses of administering the Plan; provided that,
the obligation of the Trust Fund to pay these expenses shall cease to exist
to the extent that these expenses are paid by the Company. This provision
shall be deemed a part of any contract to provide for expenses
13.6 Recordkeeping. The Committee shall maintain accounts showing the
fiscal transactions of the Plan and shall keep in convenient form such data
as may be necessary for the effective operation of the Plan. The Committee
shall prepare annually a report showing a reasonable summary of the financial
status of the Plan for the past year and any further information which the
Board of Directors may require and which the Committee can reasonably furnish
or can obtain from the Trustee. Such report shall be submitted to the Board
of Directors and a copy shall be filed in the office of the secretary of the
Committee.
13.7 Uniform Action. Whenever in the administration of the Plan any
discretionary action is required by the Committee, such action shall be
uniform in nature as applied to all persons similarly situated.
13.8 Information Furnished to the Committee. To the extent permitted
by ERISA, the members of the Committee and the Company and its officers and
directors shall be entitled to rely upon all certificates and reports made by
any accountant or by the Trustee, and upon all opinions given by any legal
counsel or investment adviser selected or approved by the Committee, and the
members of the Committee, the Company and its officers and directors shall be
fully protected in respect of any action taken or suffered by them in good
faith in reliance upon any such certificates, reports, opinions or other
advice of any accountant, Trustee, investment adviser or legal counsel, and
all action so taken or suffered shall be conclusive upon each of them and upon
all Participants and Employees.
13.9 Indemnification of the Committee. To the extent not contrary to
ERISA, the Company shall indemnify each member of the Committee and any other
director, officer or employee of an Employer who is designated to carry out
any responsibilities under the Plan for any liability, joint and/or several,
arising out of or connected with their duties hereunder, except such liability
as may arise from their gross negligence or willful misconduct.
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ARTICLE 14
CLAIMS PROCEDURE
14.1 Claim Denials. In the event that the Committee denies, in whole
or in part, a claim for benefits by a Participant or his Beneficiary, the
Committee shall furnish notice of the denial to the claimant, setting forth
(a) the specific reasons for the denial, (b) specific reference to the
pertinent Plan provisions on which the denial is based, (c) a description of
any additional information necessary for the claimant to perfect the claim and
an explanation of why such information is necessary, and (d) appropriate
information as to the steps to be taken if the claimant wishes to submit his
claim for review. Such notice shall be forwarded to the claimant within 90
days of the Committee's receipt of the claim; provided, however, that in
special circumstances the Committee may extend the response period for up to
an additional ninety (90) days, provided that the Committee notifies the
claimant in writing of the extension and specifies the reason or reasons for
the extension.
14.2 Appeal Procedures. Within sixty (60) days of receipt of a notice
of claim denial, a claimant or his duly authorized representative may petition
the Committee in writing for a full and fair review of the denial. The
claimant or his duly authorized representative shall have the opportunity to
review pertinent documents and to submit issues and comments in writing to the
Committee. The Committee shall review the denial and shall communicate its
decision and the reasons therefor to the claimant in writing within 60 days
of receipt of the petition; provided, however, that the Committee may extend
the 60-day response period in special circumstances for up to an additional
sixty (60) days. Written notice of the extension shall be sent to the
claimant prior to the commencement of the extension.
ARTICLE 15
AMENDMENT, TERMINATION, MERGERS AND TRANSFERS
15.1 Amendment. The Plan Board has the authority to amend the Plan
from time to time as it deems appropriate. An amendment shall be made by a
written instrument duly executed by the Plan Board in accordance with its
rules, provided that no amendment which affects a Trustee shall be effective
without the Trustee's consent. Notwithstanding the foregoing, no amendment
to the Plan shall be effective if it authorizes, permits, or causes any
reduction, either directly or indirectly, in the amount credited to the
accounts of any Participant or violate section 411(d)(6) of the Code.
15.2 Termination. The Company may terminate the Plan established
hereunder at its option at any time by action of its Board of Directors.
Without thereby undertaking a legal duty, however, the Employer hereby
expresses the intention of establishing a permanent plan under which the
Employer will make recurring and substantial contributions. Upon full or
partial termination of the Plan without the establishment of a successor plan,
as described in section 401(k)(10)(A)(I) of the Code, the Plan sponsor shall
direct the Trustee to distribute all assets remaining in the Trust, after
payment of any expenses properly chargeable against the Trust, to the
Participants in accordance with the Plan accounts of each participant at the
time of distribution, in cash, and in such manner as the Plan sponsor shall
determine.
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15.3 Effect of Termination.
(a) No part of the income or principal of the Trust shall be used
for or diverted to purposes other than for the exclusive benefit of the
Employer's employees or their beneficiaries (including the reasonable expenses
of administering the Plan).
(b) Upon any termination or partial termination of the Plan or
the complete discontinuance of contributions thereto (within the meaning of
section 411(d)(3) of the Code) the interest of each affected Participant in
his account or accounts at the date of such termination, partial termination
or discontinuance shall be nonforfeitable and all unallocated contributions
and forfeitures shall be allocated and shall be nonforfeitable.
15.4 Merger, Consolidation or Transfer of Plan Assets.
(a) In the event of the merger or consolidation of the Plan with,
or the transfer of the assets and/or liabilities of the Plan to, another plan
which is qualified under section 401(a) of the Code, each Participant or
Beneficiary under this Plan shall be entitled to receive benefits immediately
after the merger, consolidation or transfer which are equal to or greater than
the benefits he or she would have been entitled to receive immediately prior
to the merger, consolidation or transfer if the Plan had been terminated at
such time.
(b) In the event a Participant ceases to be a Covered Employee
and becomes a participant in another qualified profit-sharing plan maintained
by the Company or an Affiliated Company, the Participant's Plan Account shall
be transferred to such other qualified profit-sharing plan, but only if such
a transfer would not result in a violation of section 411(d)(6).
(c) In the event a participant in another qualified profit-
sharing plan maintained by the Company or an Affiliated Company ceases to be
covered by such plan and becomes a Participant in this Plan, the plan account
of such Participant in such other plan may be transferred to this Plan, but
only if such a transfer would not result in a violation of section 411(d)(6).
ARTICLE 16
GENERAL PROVISIONS
16.1 Direct Rollover of Eligible Rollover Distributions. This Section
applies to distributions made on or after January 1, 1993. Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee's election under this Section, a distributee may elect, at the
time and in the manner prescribed by the Committee, to have any portion of an
eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.
(a) Eligible Rollover Distribution: An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
<PAGE>
<PAGE> 40
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the Code; and the
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect
to employer securities).
(b) Eligible Retirement Plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.
(c) Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving spouse
and the Employee's or former Employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
section 414(p) of the Code, are distributes with regard to the interest of the
spouse or former spouse.
(d) Direct rollover: A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.
16.2 Amount and Payment of Distributions. The amount of any
distribution shall be determined on the basis of the value of the
Participant's Accounts valued as of the Valuation Date coincident with the
date the Participant's Accounts are liquidated in order to make the
distribution. If approved by the Committee, the distribution will occur as
soon as is administratively practicable after the date of the Participant's
written application for benefits as provided under the Plan.
16.3 No Employment Rights. Neither the action of the Company in
establishing the Plan, nor the action of any Employer in adopting the Plan,
nor any provisions of the Plan, nor any action taken by the Company or by the
Committee shall be construed as giving to any employee of the Company or an
Employer the right to be retained in its employ, or any right to payment
except to the extent of the benefits provided in the Plan to be paid from the
Fund.
16.4 Source of Benefits. All benefits payable under the Plan shall be
paid or provided for solely from the Fund, and the Company assumes no
liability or responsibility therefor.
16.5 Governing Law. Except to the extent superseded by ERISA, all
questions pertaining to the validity, construction, and operation of the Plan
shall be determined in accordance with the laws of Maryland.
<PAGE>
<PAGE> 41
16.6 Spendthrift Clause.
(a) No benefit payable at any time under this Plan and no interest
or expectancy herein shall be anticipated, assigned, or alienated by any
Participant or Beneficiary, or subject to attachment, garnishment, levy,
execution, or other legal or equitable process, except for (I) an amount
necessary to satisfy a Federal tax levy made pursuant to section 6331 of the
Code and (ii) any benefit payable pursuant to a domestic relations order which
is determined to be a qualified domestic relations order within the meaning
of section 414(p) of the Code.
(b) Any attempt to alienate or assign a benefit hereunder, whether
currently or hereafter payable, shall be void. No benefit shall in any manner
be liable for or subject to the debts or liability of any Participant or
beneficiary. If any Participant or Beneficiary shall attempt to, or shall,
alienate or assign his benefit under the Plan or any part thereof, or if by
reason of his bankruptcy or other event happening at any time such benefit
would devolve upon anyone else or would not be enjoyed by him, then the
Committee may terminate payment of such benefit and hold or apply it for the
benefit of the Participant or Beneficiary.
(c) The Committee shall review any domestic relations order to
determine whether it is qualified within the meaning of section 414(p) of the
Code. An order shall not be qualified unless it complies with all applicable
provisions of the Plan concerning mode of payment and manner of elections.
Notwithstanding the preceding sentence and any restrictions on timing of
distributions and withdrawals under the Plan, an order may provide for
distribution at any time permitted under section 414(p)(4) of the Code.
16.7 Incapacity. If the Committee deems any Participant or Beneficiary
who is entitled to receive payments hereunder incapable of receiving or
disbursing the same by reason of age, illness, or infirmity or incapacity of
any kind, the Committee may direct the Trustee to apply such payments directly
for the comfort, support, and maintenance of such Participant or Beneficiary,
or to pay the same to any responsible person caring for the Participant or
Beneficiary who is determined by the Committee to be qualified to receive and
disburse such payments for the Participant's or beneficiary's benefit; and the
receipt by such person shall be a complete acquittance for the payment of the
benefit. Payments pursuant to this Section shall be complete discharge to the
extent thereof of any and all liability of the Company, the Committee, the
Trustee, and the Fund.
16.8 Unclaimed Benefits. If the Committee cannot ascertain the
whereabouts of any person to whom a payment is due under the Plan, and if,
after five years from the date such payment is due, a notice of such payment
due is mailed to the last known address of such person, as shown on the
records of the Employer or within three months after such mailing such person
has not made written claim therefor, the Committee, if it so elects, after
receiving advice from counsel to the Plan, may direct that such payment and
all remaining payments otherwise due to such person be canceled on the records
of the Plan and the amount thereof applied to reduce Matching Contributions
or Employer contributions, and upon such cancellation, the Plan and the Trust
shall have no further liability therefor except that, in the event such person
<PAGE>
<PAGE> 42
later notifies the Committee of his whereabouts and requests the payment or
payments due to him, the amount so applied shall be paid to him as provided
in Article 6.
16.9 Receipt and Release. Subject to the provisions of ERISA and to
the extent permitted by ERISA, any final payments or distribution to any
Participant, his Beneficiary or his legal representative in accordance with
the Plan shall be in full satisfaction of all claims against the Trust Fund,
the Trustee, the Committee, and the Company. The Trustee, the Company, the
Committee, or any combination of them may require a Participant, his
beneficiary or his legal representative to execute a receipt and release of
all claims under the Plan upon a final payment or distribution or a receipt
to the extent of any partial payment or distribution; and the form of any such
receipt and release shall be determined by the Trustee, the Company, the
Committee or any combination of them.
16.10 Effect of Mistake. In the event of any mistake or misstatement
with respect to the age, eligibility, service, Compensation or participation
of a Participant or Beneficiary, or the amount of distribution made or to be
made to a Participant or Beneficiary, the Committee shall, to the extent it
deems appropriate, cause to be allocated from future Matching Contributions,
or cause to be withheld or accelerated, or otherwise adjust, such amounts as
will in its judgment accord to such Participant or Beneficiary the credits to
the Participant's Plan Account or the distributions to which he is entitled
under the Plan.
16.11 Notice to Committee. All elections, designations, requests,
notices, instructions, and other communications from the Company, an Employer,
a Participant, Beneficiary or other person to the Committee required or
permitted under the Plan shall be in such form as is prescribed from time to
time by such Committee, shall be mailed, postage prepaid, by first-class mail
or shall be delivered to such location as shall be specified by each such
Committee, and shall be deemed to have been given and delivered only upon
actual receipt thereof by such Committee at such location.
16.12 Notices. All notices, statements, reports and other
communications from the Company, an Employer or Committee to any Employee,
Participant, Beneficiary or other person required or permitted under the Plan
shall be deemed to have been duly given when delivered to, or when mailed by
first-class mail, postage prepaid, and addressed to such Employee,
Participant, Beneficiary or other person at his address last appearing on the
records of the Committee.
IN WITNESS WHEREOF, this Plan is adopted this 3rd day of November 1995.
WITNESS: UNC INCORPORATED
/s/Richard H. Lange By:/s/Gerald J. Knapp <PAGE>
<PAGE> 43
SUPPLEMENT A
PROVISIONS FOR UNC AIRWORK EMPLOYEES AT MIAMI, FL
A.1 Background. The provisions of this Supplement supersede any
contrary provisions of the Basic Plan with respect to the Covered Employees
described in Section A.3. The Basic Plan as modified by this Supplement
reflects the provisions of this Plan as they apply to such Covered Employees
for periods on and after May 1, 1995.
A.2 Employer. The Employer shall mean UNC Airwork Corporation and any
predecessor thereof or successor thereto.
A.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the IAM,
AFL-CIO, District Lodge 40 (the "Union") and is located in Miami, Florida.
A.4 Entry Dates. The Entry Dates are each January 1 and July 1.
A.5 Matching Contributions.
(a) Amount. Each Plan Year the Employer shall make a Matching
Contribution to the Plan on behalf of each Eligible Employee described in
Section A.5(b) in an amount equal to 100% of the amount of Before-Tax
Contributions the Eligible Employee makes to the Plan for the Plan Year up to:
(i) 1% of the Eligible Employee's Compensation earned prior to August 8, 1995
and (ii) 2% of the Eligible Employee's Compensation earned on and after August
8, 1995.
(b) Eligibility for Allocation. A Matching Contribution for any
Plan Year shall be made and allocated only to the Matching Contribution
Account of an Eligible Employee who is an Employee as of the last day of the
Plan Year, or has incurred a Termination of Employment because of death, Total
Disability or Retirement during the Plan Year.
A.6 Profit Sharing Contributions.
(a) Amount. Each Plan Year the Employer shall make a Profit
Sharing Contribution to the Plan on behalf of each Eligible Employee described
in Section A.7(b) in an amount equal to 2% of the Eligible Employee's
Compensation.
(b) Eligibility for Allocation. A Profit Sharing Contribution
for any Plan Year shall be made and allocated only to the Profit Sharing
Contribution Account of an Eligible Employee who is an Employee as of the last
day of the Plan Year, or has incurred a Termination of Employment because of
death, disability or Retirement during the Plan Year.
A.7 Vesting.
(a) Fully Vested Accounts. A Participant shall be fully vested
in all his Accounts under the Plan at all times, except his Matching
Contribution Account.
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<PAGE> 44
(b) Vesting Based on Service. Any portion of the Participant's
Matching Contribution Account that is not fully vested under any other Plan
provision shall become fully vested upon the date the Participant is credited
with five years of Vesting Service.
SUPPLEMENT B
PROVISIONS FOR UNC AIRWORK EMPLOYEES AT MILLVILLE, NJ
B.1 Background. Effective November 1, 1995, the Covered Employees
described in Section B.3 became eligible for the Plan. The provisions of this
Supplement supersede any contrary provisions of the Basic Plan with respect
to the Covered Employees. The Basic Plan as modified by this Supplement
reflects the provisions of the Plan as they apply to the Covered Employees for
periods on and after November 1, 1995.
B.2 Employer. The Employer shall mean UNC Airwork Corporation and any
predecessor thereof or successor thereto.
B.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the UAW,
Local 2315 (the "Union").
B.4 Eligibility. The initial Entry Date is November 1, 1995.
Thereafter, the Entry Dates are January 1 and July 1.
B.5 Compensation. The term "Compensation" as used for the purpose of
determining an Eligible Employee's Profit Sharing Contribution shall have the
meaning set forth in Section 2.13(b) of the Basic Plan, except that (i) during
the 1995 Plan Year, the term "Compensation" shall mean Compensation earned
from February 1, 1995 until the end of the Plan Year; and (ii) an Eligible
Employee shall be deemed to be paid "Compensation" at his regular straight-
time hourly rate for each hour during his regularly scheduled work week that
he performs services for the Union as permitted by the collective bargaining
agreement between the Union and the Employer.
B.6 Profit Sharing Contributions.
(a) Each Plan Year the Employer shall make a Profit Sharing
Contribution to the Plan on behalf of each Eligible Employee in an amount
equal to 5% of the Eligible Employee's Compensation.
(b) Notwithstanding Section B.6(a), for the period February 1,
1995 through September 30, 1995, the Employer shall make a Profit Sharing
Contribution on behalf of each Eligible Employee equal to the amount required
to be held in escrow by the Employer with respect to the Eligible Employee
(including earnings thereon) pursuant to agreement between the Employer and
the Union. For the periods on and after October 1, 1995, Profit Sharing
Contributions shall be made in accordance with Section B.6(a).
B.7 Vesting.
(a) Vesting Based on Service. Any portion of the Participant's
Plan Account that is not fully vested under any other Plan provision shall
become fully vested upon the date the Participant is credited with five years
of Vesting Service.
<PAGE>
<PAGE> 45
(b) Past Service Credit. All periods of service of an Employee
with the Employer shall be taken into account in determining the Employee's
Vesting Service under the Plan.
SUPPLEMENT C
PROVISIONS FOR UNC AVIATION SERVICES STRIKE
EMPLOYEES AT PENSACOLA, FL
C.1 Background. Effective as of May 1, 1995, the assets and
liabilities attributable to the benefits of the Covered Employees described
in Section C.3 under the UNC Aviation Services Deferred Savings Plan (the
"Prior Plan") were transferred to this Plan. The Basic Plan as modified by
this Supplement reflects the provisions of the Plan as they apply to such
Covered Employees for periods on and after May 1, 1995. The provisions of
this Supplement supersede any contrary provisions of the Basic Plan with
respect to the Covered Employees.
C.2 Employer. The Employer shall mean UNC Aviation Services, Inc. and
any predecessor thereof or successor thereto.
C.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the IAM,
AFL-CIO, Local Lodge No. 2777 (the "Union") and is performing services for the
Employer's STRIKE maintenance services project at the U.S. Naval Air Station
in Pensacola, FL.
C.4 Eligibility.
(a) Entry Dates. The Entry Dates are each January 1, April 1,
July 1, and October 1.
(b) Service Requirement. A Covered Employee shall not become
an Eligible Employee until the Entry Date coincident with or next following
the date the Covered Employee is credited with three months of Vesting
Service.
C.5 Compensation. The term "Compensation" as used under the Plan for
the purposes of determining an Eligible Employee's Profit Sharing Contribution
shall have the meaning set forth in Section 2.13(a) of the Basic Plan.
C.6 Matching Contributions. Each Plan Year the Employer shall make
a Matching Contribution to the Plan on behalf of each Eligible Employee in an
amount equal to 50% of the amount of Before-Tax Contributions the Eligible
Employee makes to the Plan for the Plan Year up to a maximum Matching
Contribution of $250 for the Plan Year.
C.7 Profit Sharing Contributions. Each pay period during the Plan Year
the Employer shall make a Profit Sharing Contribution to the Plan on behalf
of each Eligible Employee in an amount equal to 3% of the Eligible Employee's
Compensation for the pay period.
C.8 Vesting. A Participant shall be fully vested in his Matching
Contribution and Profit Sharing Accounts at all times.
<PAGE>
<PAGE> 46
SUPPLEMENT D
PROVISIONS FOR UNC AVIATION SERVICES STRIKE EMPLOYEES
AT MERIDIAN, MS
D.1 Background. Effective as of May 1, 1995, the assets and
liabilities attributable to the benefits of the Covered Employees described
in Section D.3 under the UNC Aviation Services Deferred Savings Plan (the
"Prior Plan") were transferred to this Plan. The Basic Plan as modified by
this Supplement reflects the provisions of the Plan as they apply to such
Covered Employees for periods on and after May 1, 1995. The provisions of
this Supplement supersede any contrary provisions of the Basic Plan with
respect to the Covered Employees.
D.2 Employer. The Employer shall mean UNC Aviation Services, Inc. and
any predecessor thereof or successor thereto.
D.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the IAM,
AFL-CIO, Local Lodge No. 2793 (the "Union") and is performing services for the
Employer's STRIKE maintenance services project at the U.S. Naval Air Station
in Meridian, MS.
D.4 Eligibility.
(a) Entry Dates. The Entry Dates are each January 1, April 1,
July 1, and October 1.
(b) Service Requirement. A Covered Employee shall not become
an Eligible Employee until the Entry Date coincident with or next following
the date the Covered Employee is credited with three months of Vesting
Service.
D.5 Compensation. The term "Compensation" as used under the Plan for
the purpose of determining an Eligible Employee's Profit Sharing Contribution
shall have the meaning set forth in Section 2.13(a) of the Basic Plan.
D.6 Matching Contributions. Each Plan Year the Employer shall make
a Matching Contribution to the Plan on behalf of each Eligible Employee in an
amount equal to 50% of the amount of Before-Tax Contributions the Eligible
Employee makes to the Plan for the Plan Year up to a maximum Matching
Contribution of $250 for the Plan Year.
D.7 Profit Sharing Contributions. Each pay period during the Plan Year
the Employer shall make a Profit Sharing Contribution to the Plan on behalf
of each Eligible Employee in an amount equal to 3% of the Eligible Employee's
Compensation for the pay period.
D.8 Vesting. A Participant shall be fully vested in his Matching
Contribution and Profit Sharing Accounts at all times.<PAGE>
<PAGE> 47
SUPPLEMENT E
PROVISIONS FOR UNC AVIATION SERVICES STRIKE
EMPLOYEES AT CORPUS CHRISTI, TX
E.1 Background. Effective as of May 1, 1995, the assets and
liabilities attributable to the benefits of the Covered Employees described
in Section E.3 under the UNC Aviation Services Deferred Savings Plan (the
"Prior Plan") were transferred to this Plan. The Basic Plan as modified by
this Supplement reflects the provisions of the Plan as they apply to such
Covered Employees for periods on and after May 1, 1995. The provisions of
this Supplement supersede any contrary provisions of the Basic Plan with
respect to the Covered Employees.
E.2 Employer. The Employer shall mean UNC Aviation Services, Inc. and
any predecessor thereof or successor thereto.
E.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the IAM,
AFL-CIO, Local Lodge No. 2049, District Lodge 776 (the "Union") and is
performing services for the Employer's STRIKE maintenance service project at
the U.S. Naval Air Station in Corpus Christi, TX.
E.4 Eligibility.
(a) Entry Dates. The Entry Dates are each January 1, April 1,
July 1, and October 1.
(b) Service Requirement. A Covered Employee shall not become
an Eligible Employee until the Entry Date coincident with or next following
the date the Covered Employee is credited with three months of Vesting
Service.
E.5 Compensation. The term "Compensation" as used under the Plan for
the purpose of determining an Eligible Employee's Profit Sharing Contribution
shall have the meaning set forth in Section 2.13(a) of the Basic Plan.
E.6 Matching Contributions. Each Plan Year the Employer shall make
a Matching Contribution to the Plan on behalf of each Eligible Employee in an
amount equal to 50% of the amount of Before-Tax Contributions the Eligible
Employee makes to the Plan for the Plan Year up to a maximum Matching
Contribution of $250 for the Plan Year.
E.7 Profit Sharing Contributions. Each pay period during the Plan Year
the Employer shall make a Profit Sharing Contribution to the Plan on behalf
of each Eligible Employee in an amount equal to 3% of the Eligible Employee's
Compensation for the pay period.
E.8 Vesting. A Participant shall be fully vested in his Matching
Contribution and Profit Sharing Accounts at all times.<PAGE>
<PAGE> 48
SUPPLEMENT F
PROVISIONS FOR USAF ACADEMY
EMPLOYEES
F.1 Background. Effective as of May 1, 1995, the assets and
liabilities attributable to the benefits of the Covered Employees described
in Section F.3 under the UNC Aviation Services - USAF Academy Deferred
Savings Plan (the "Prior Plan") were transferred to this Plan. The Basic Plan
as modified by this Supplement reflects the provisions of the Plan as they
apply to such Covered Employees for periods on and after May 1, 1995. The
provisions of this Supplement supersede any contrary provisions of the Basic
Plan with respect to the Covered Employees.
F.2 Employer. The Employer shall mean UNC Aviation Services, Inc. and
any predecessor thereof or successor thereto.
F.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the IAM,
AFL-CIO, District Lodge No. 86 (the "Union") and is performing services for
the Employer's consolidated aircraft maintenance and sailplane towing service
project at the United States Air Force Academy in Colorado Springs, Colorado.
F.4 Eligibility.
(a) Entry Dates. The Entry Dates are each January 1, April 1,
July 1, and October 1.
(b) Service Requirement. A Covered Employee shall not become
an Eligible Employee until the Entry Date coincident with or next following
the date the Covered Employee is credited with three months of Vesting
Service.
F.5 Compensation. The term "Compensation" as used under the Plan for
the purpose of determining an Eligible Employee's Profit Sharing Contribution
shall have the meaning set forth in Section 2.13(a) of the Basic Plan.
F.6 Matching Contributions. Each Plan Year the Employer shall make
a Matching Contribution to the Plan on behalf of each Eligible Employee in an
amount equal to 50% of the amount of Before-Tax Contributions the Eligible
Employee makes to the Plan for the Plan Year up to a maximum Matching
Contribution of $250 for the Plan Year.
F.7 Profit Sharing Contributions. Each pay period during the Plan Year
the Employer shall make a Profit Sharing Contribution to the Plan on behalf
of each Eligible Employee in an amount equal to 2% of the Eligible Employee's
Compensation for the pay period.
F.8 Vesting. A Participant shall be fully vested in his Matching
Contribution and Profit Sharing Accounts at all times.
<PAGE>
<PAGE> 49
SUPPLEMENT G
PROVISIONS FOR UNC AVIATION SERVICES TH-57
WHITING FIELD PROGRAM EMPLOYEES
G.1 Background. Effective as of May 1, 1995, the assets and
liabilities attributable to the benefits of the Covered Employees described
in Section G.3 under the UNC Aviation Services Deferred Savings Plan (the
"Prior Plan") were transferred to this Plan. The Basic Plan as modified by
this Supplement reflects the provisions of the Plan as they apply to such
Covered Employees for periods on and after May 1, 1995. The provisions of
this Supplement supersede any contrary provisions of the Basic Plan with
respect to the Covered Employees.
G.2 Employer. The Employer shall mean UNC Aviation Services, Inc. and
any predecessor thereof or successor thereto.
G.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the IAM,
AFL-CIO, Local Lodge No. 2777 (the "Union") and is performing services for the
Employer's helicopter maintenance project at the U.S. Naval Air Station at
Whiting Field in Milton, FL.
G.4 Eligibility.
(a) Entry Dates. The Entry Dates are each January 1, April 1,
July 1, and October 1.
(b) Service Requirement. A Covered Employee shall not become
an Eligible Employee until the Entry Date coincident with or next following
the date the Covered Employee is credited with three months of Vesting
Service.
G.5 Compensation. The term "Compensation" as used under the Plan for
the purpose of determining an Eligible Employee's Profit Sharing Contribution
shall have the meaning set forth in Section 2.13 (a) of the Basic Plan.
G.6 Matching Contributions. Each Plan Year the Employer shall make
a Matching Contribution to the Plan on behalf of each Eligible Employee in an
amount equal to 50% of the amount of Before-Tax Contributions the Eligible
Employee makes to the Plan for the Plan Year up to a maximum Matching
Contribution of $250 for the Plan Year.
G.7 Profit Sharing Contributions. Each pay period during the Plan Year
the Employer shall make a Profit Sharing Contribution to the Plan on behalf
of each Eligible Employee in an amount equal to: (i) 2% of the Eligible
Employee's Compensation for each pay period prior to October 1, 1995 and (ii)
3% of the Eligible Employee's Compensation for each pay period after September
30, 1995.
G.8 Vesting. A Participant shall be fully vested in his Matching
Contribution and Profit Sharing Accounts at all times.
<PAGE>
<PAGE> 50
SUPPLEMENT H
PROVISIONS FOR UNC AVIATION SERVICES
SHEPPARD AFB ENJJPT EMPLOYEES
H.1 Background. Effective January 1, 1996, the Covered Employees
described in Section H.3 became eligible for the Plan. The provisions of this
Supplement supersede any contrary provisions of the Basic Plan with respect
to such Covered Employees. The Basic Plan as modified by this Supplement
reflects the provisions of the Plan as they apply to the Covered Employees for
periods on and after January 1, 1996.
H.2 Employer. The Employer shall mean UNC Lear Siegler, Inc. and any
predecessor thereof or successor thereto.
H.3 Covered Employee. A Covered Employee means any Employee of the
Employer who is represented for collective bargaining purposes by the IAM,
ALF-CIO, Aeronautical Industrial District Lodge 776 (the "Union") and is
performing services for the Employer's maintenance project at the Sheppard AFB
in Wichita Falls, TX.
H.4 Eligibility.
(a) Entry Dates. The Entry Dates are each January 1, April 1,
July 1, and October 1.
(b) Service Requirement. A Covered Employee shall not become
an Eligible Employee until the Entry Date coincident with or next following
the date the Covered Employee is credited with three months of Vesting
Service.
H.5 Matching Contributions. No Matching Contributions shall be made
on behalf of any Eligible Employee.
H.6 Profit Sharing Contributions. No Profit Sharing Contribution
shall be made on behalf of any Eligible Employee.
<PAGE>
<PAGE>
<PAGE> 1 Exhibit 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Shareholders
UNC Incorporated:
We consent to the incorporation by reference in the registration statement of
UNC Incorporated on Form S-8 (File No. 33- ) of our report dated February 26,
1996, on our audits of the consolidated financial statements of UNC
Incorporated and Subsidiaries as of December 31, 1995 and 1994, and for the
years then ended, which report is included in the December 31, 1995 Annual
Report on Form 10-K of UNC Incorporated.
COOPERS & LYBRAND L.L.P.
Washington, DC
April 22, 1996
<PAGE>
<PAGE> 2
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
UNC Incorporated:
We consent to incorporation by reference in the registration statement on Form
S-8 (File No. 33- ) of UNC Incorporated of our report dated February 9, 1994,
relating to the consolidated statements of earnings, changes in shareholders'
equity and cash flows of UNC Incorporated and Subsidiaries for the year ended
December 31, 1993, which report is included in the December 31, 1995 Annual
Report on Form 10-K of UNC Incorporated.
KPMG PEAT MARWICK LLP
Washington, D.C.
April 22, 1996
<PAGE>
<PAGE>
<PAGE> 1
EXHIBIT 24
1 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ Dan. A. Colussy
----------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 6, 1996
<PAGE>
<PAGE> 2
EXHIBIT 24
2 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ Beverly B. Byron
------------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 25, 1996
<PAGE>
<PAGE> 3
EXHIBIT 24
3 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ John K. Castle
------------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 29, 1996
<PAGE>
<PAGE> 4
EXHIBIT 24
4 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ William C. Hittinger
------------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 29, 1996
<PAGE>
<PAGE> 5
EXHIBIT 24
5 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ James L. Holloway III
------------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 29, 1996
<PAGE>
<PAGE> 6
EXHIBIT 24
6 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ George V. McGowan
------------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 29, 1996
<PAGE>
<PAGE> 7
EXHIBIT 24
7 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ Jack Moseley
------------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 29, 1996
<PAGE>
<PAGE> 8
EXHIBIT 24
8 of 8
POWER OF ATTORNEY
The undersigned Director of UNC Incorporated (the "Company")
hereby authorizes the proper officers of the Company to file a
S-8 in connection with the registration of the plan interests
under the UNC Retirement Income Savings Plan for Certain
Bargaining Unit Employees with the Securities and Exchange
Commission, in substantially the form presented to the members of
the Board of Directors on March 22, 1996, with such changes as
may be approved by the officers of the Company who sign such Form
S-8, their signing to be conclusive evidence of such approval.
The undersigned Director of the Company hereby appoints
Richard H. Lange, with full power of substitution, his true and
lawful attorney and agent, acting in the name and on behalf of
the undersigned, to execute and to file such Form S-8 with the
Securities and Exchange Commission.
/s/ Lawrence A. Skantz
------------------------
Director
Witness:
/s/ Sylvia Mitchell
- ---------------------
Date: March 29, 1996
<PAGE>
