<PAGE> 1
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------------------
DOVER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 53-0257888
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
280 Park Avenue, New York, New York 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
--------------------------------
ROBERT G. KUHBACH, ESQ.
Vice President, General Counsel and Secretary
Dover Corporation
280 Park Avenue, New York, New York 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 922-1640
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
--------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered(1) per share(2) offering price(2) fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 500,000 shares $45.00 $22,500,000 $7,758.62
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) This Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may become deliverable as a result of
stock splits, stock dividends or similar transactions in accordance with the
provisions of the Plan.
(2) Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely
for purposes of calculating the registration fee and based upon the average of
the high and low prices of the Common Stock on February 29, 1996 as reported in
the consolidated reporting system.
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<PAGE> 2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, descriptions, amendments and reports filed
with the Securities and Exchange Commission (the "Commission") by Dover are
incorporated by reference into this Registration Statement:
(a) Dover's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) Dover Corporation Employee Savings and Investment Plan's
(the "Plan") Annual Report on Form 11-K for the year ended December
31, 1994, filed pursuant to Section 15(d) of the Exchange Act;
(c) All other reports filed by Dover pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1994; and
All documents subsequently filed by Dover pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered pursuant
hereto have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The authorized capital stock of Dover is 200,100,000 shares,
consisting of 200,000,000 shares of common stock par value $1.00 per share (the
"Common Stock"), and 100,000 shares of preferred stock, par value $100 per
share (the "Preferred Stock"). As of December 31, 1995, there were 116,562,662
shares of Common Stock and no shares of Preferred Stock outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Subject to
preferences that may be applicable to any outstanding Preferred Stock, holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation or dissolution of Dover, holders of Common Stock are
entitled to share ratably in all assets remaining after payment in full of
liabilities and the liquidation preference of any outstanding Preferred Stock.
Holders of Common Stock have no preemptive rights and there are no conversion
provisions or sinking fund provisions with respect to the Common Stock. All
outstanding shares of Common Stock are fully paid and non-assessable. Harris
Trust & Savings Bank, Chicago, Illinois, serves as transfer agent and registrar
for the Common Stock.
The Company's Certificate of Incorporation, as amended, contains
provisions wherein the repurchase by the Company of certain shares held by
certain interested stockholders at a price in excess of the market price must
be approved by a majority of the holders of the outstanding shares of the
Company's capital stock entitled to vote generally in the election of directors
(the "Voting Shares") and, in the event that there exists a beneficial owner of
40% or more of the Voting Shares of the Company, the holders of the remaining
Voting Shares shall be entitled to cumulative voting for directors. The
Certificate of Incorporation, as amended, also contains provisions wherein,
subject to certain limited exceptions, an affirmative vote of 80% of the
holders of the Voting Shares is required to approve certain business
combinations with respect to certain related persons. The amendment or repeal
of these provisions regarding interested stockholders, substantial stockholders
or related persons requires the approval of 80% of the holders of the Voting
Shares unless there is no interested stockholder, substantial stockholder or
related person, as applicable, at the time of such amendment or repeal or such
amendment or repeal
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<PAGE> 3
is recommended to the holders of the Voting Shares by a majority vote of the
directors who were members of the board prior to the date the interested
stockholder, substantial stockholder or related person, as applicable, became
such an interested stockholder, substantial stockholder or related person,
respectively.
STOCK PURCHASE RIGHTS
Each outstanding share of Common Stock and each share of Common Stock
offered hereby also represents one quarter of a right (collectively, the
"Rights"), each of which Rights, when exercisable, entitles the holder thereof
to purchase a unit consisting of one-thousandth of a share of Dover's Series A
Junior Participating Preferred Stock (the "Series A Preferred Stock") at a
purchase price of $175 per unit, subject to certain anti-dilution adjustments.
The Rights will become exercisable only if a person or group acquires
beneficial ownership of 20% or more of the Common Stock or begins a tender
offer or exchange offer that would result in that person or group owning 20% or
more of the Common Stock. Additionally, upon the occurrence of similar events,
each holder of a Right shall have the right to receive upon exercise of such
Right at its current exercise price, in lieu of shares of the Series A
Preferred Stock, the number of shares of Dover Common Stock or the third-party
acquiror's common stock having a market value of two times the exercise price
of the Right. Until the Rights become exercisable, the Company may redeem them
at five cents per Right. The Rights expire on November 23, 1997. The Series A
Preferred Stock consists of 45,000 authorized shares that are reserved for
issuance upon exercise of the Rights. No such shares have been issued. The
terms and conditions of the Rights are governed by a Rights Agreement dated as
of November 5, 1987 (the "Rights Agreement") between Dover and Harris Trust
Company of New York, as Rights Agent.
The Rights have certain anti-takeover effects. The Rights will cause
dilution to a person or group that attempts to acquire the Company without
conditioning the offer on the Rights being redeemed or a substantial number of
Rights being acquired. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors of the Company.
PREFERRED STOCK
Although Dover has no present plans to do so, the Board of Directors
is authorized to issue up to 100,000 shares of Preferred Stock from time to
time in one or more series. The Board of Directors may fix the dividend rights
and terms, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the liquidation preferences and other
rights, preferences and qualifications, limitations or restrictions of any
series of Preferred Stock and the number of shares constituting such series and
the designation thereof. The Board of Directors has designated 45,000 shares
of Preferred Stock as Series A Preferred Stock issuable upon exercise of
Rights. See "Stock Purchase Rights." The holders of the Series A Preferred
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Holders of the Series A Preferred Stock
have liquidation preferences and other rights, and are entitled to quarterly
dividends of at least $10 per share. In the event that the dividends on the
Series A Preferred Stock are significantly in arrears, the holders of the
Series A Preferred Stock shall have the right, as a class, to elect two
directors to the Board of Directors. No shares of Series A Preferred Stock
have been issued. The Board of Directors could, without stockholder approval,
issue Preferred Stock with voting, conversion and other rights that could
affect adversely the holders of Common Stock or make it more difficult to
effect a change in control of Dover.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law generally provides that a corporation is empowered to
indemnify any person who is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant
or is or was serving, at the request of the Registrant, in any of such
capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. This statute describes in detail the right
of the Company to indemnify any such person. Article XII of the By-Laws of the
Company provides for indemnification of directors, officers, employees and
agents of the Company for expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with respect to threatened, pending or
completed actions, suits or proceedings to the full extent permitted under the
laws of the State of Delaware. Article SEVENTEENTH of the Restated Certificate
of Incorporation of the Company, as amended, eliminates the liability of
directors to the fullest extent permitted under the above- referenced Delaware
statute.
The Company has in effect a policy insuring itself, its subsidiaries
and their respective directors and officers, to the extent they may be required
or permitted to indemnify such officers or directors, against certain
liabilities arising from acts or omissions in the discharge of their duties
that they shall become legally obligated to pay. The policy is for a period
ending November 5, 1996 and provides a maximum coverage of $30 million and
(subject to certain enumerated exclusions) covers 100% of all losses above the
deductible amount of $5,000 per director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5. Copy of the Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue Code.
23. Consents of experts and counsel.
Consent of KPMG Peat Marwick LLP.
24. Powers of Attorney.
Included in Part II of this Registration Statement.
99. Additional Exhibits.
Dover Corporation Employee Savings and Investment Plan.
ITEM 9. UNDERTAKINGS
Dover hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
II-4
<PAGE> 5
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Dover pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this
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.
Dover hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Dover's Annual
Report pursuant to Section 13 or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefits plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Dover pursuant to the foregoing provisions, or otherwise, Dover has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Dover of expenses incurred
or paid by a director, officer or controlling person of Dover 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, Dover will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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<PAGE> 6
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 NEW YORK, STATE OF NEW YORK, ON FEBRUARY 29,
1996.
DOVER CORPORATION
By: /s/ Thomas L. Reece
-------------------------------------
Thomas L. Reece
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints John F. McNiff, Alfred
Suesser and Robert G. Kuhbach, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file with the Securities and Exchange Commission the same,
with all exhibits thereto, and any and all applications or other documents to
be filed with the Securities and Exchange Commission pertaining thereto, with
full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, hereby
ratifying and confirming all that said attorneys, and any of them and any such
substitute, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON FEBRUARY 29, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Thomas L. Reece President and Chief Executive Officer
- ------------------------- (Principal Executive Officer)
Thomas L. Reece
/s/ John F. McNiff Treasurer (Principal Financial Officer)
- -------------------------
John F. McNiff
/s/ Alfred Suesser Controller (Principal Accounting Officer)
- -------------------------
Alfred Suesser
/s/ David H. Benson Director
- -------------------------
David H. Benson
/s/ Magalen O. Bryant Director
- -------------------------
Magalen O. Bryant
/s/ Jean-Pierre M. Ergas Director
- -------------------------
Jean-Pierre M. Ergas
/s/ Roderick J. Fleming Director
- -------------------------
Roderick J. Fleming
</TABLE>
II-6
<PAGE> 7
<TABLE>
<S> <C>
/s/ John F. Fort Director
- -------------------------
John F. Fort
/s/ James L. Koley Director
- -------------------------
James L. Koley
/s/ Anthony J. Ormsby Director
- -------------------------
Anthony J. Ormsby
/s/ Gary L. Roubos Director
- -------------------------
Gary L. Roubos
/s/ Jerry W. Yochum Director
- -------------------------
Jerry W. Yochun
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
TRUSTEE (OR OTHER PERSON WHO ADMINISTERS THE EMPLOYEE BENEFIT PLAN) HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF
NEW YORK, ON FEBRUARY 29, 1996.
DOVER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN
By: /s/ Robert G. Kuhbach
-----------------------------------
Robert G. Kuhbach
Member of Pension Committee
II-7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
- ------- ------------
<S> <C>
5. Copy of the Internal Revenue Service determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code.
23. Consents of experts and counsel.
Consent of KPMG Peat Marwick LLP.
24. Powers of Attorney.
Included on page II-6 of this Registration Statement
99. Additional Exhibits.
Dover Corporation Employee Savings and Investment Plan.
</TABLE>
<PAGE> 1
Exhibit 5
Page 1 of 2
<TABLE>
<S> <C>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: November 8, 1995 53-0257888
File Folder Number:
DOVER CORPORATION 133000935
C/O ROBERT J. SARTORIUS Person to Contact:
THE WYATT COMPANY STANLEY PUSTULKA
461 FIFTH AVENUE Contact Telephone Number:
NEW YORK, NY 10017 (716) 551-5383
Plan Name:
DOVER CORPORATION EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Plan Number: 030
</TABLE>
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please keep this letter
in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-1(b)(3) of the
Income Tax Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information on
the reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This Determination letter is applicable for the amendments
adopted on NOVEMBER 3, 1994.
This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
<PAGE> 2
Exhibit 5
Page 2 of 2
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section
1.401(a)(4)-4(b) of the regulations with respect to the specific benefits,
rights, or features for which you have provided information.
This letter may not be relied upon with respect to whether the
plan satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
-------------------
Herbert J. Huff
District Director
Enclosures:
Publication 794
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Dover Corporation:
We consent to the use of our reports incorporated herein be reference.
/s/ KPMG Peat Marwick LLP
------------------------------
KPMG Peat Marwick LLP
New York, New York
February 28, 1996
<PAGE> 1
Exhibit 99
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
<PAGE> 2
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Article 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Article 2. Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Article 3. Salary Reduction Contributions . . . . . . . . . . . . . . . . . . . 22
Article 4. Employer Matching Contributions; Employer Contributions . . . . . . . 26
Article 5. Limitations on Contributions . . . . . . . . . . . . . . . . . . . . 29
Article 6. Investment Options . . . . . . . . . . . . . . . . . . . . . . . . . 35
Article 7. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Article 8. Valuation, Allocation and Accounting . . . . . . . . . . . . . . . . 41
Article 9. Fund A - Employer Securities . . . . . . . . . . . . . . . . . . . . 44
Article 10. Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Article 11. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Article 12. Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Article 13. Administration of Plan . . . . . . . . . . . . . . . . . . . . . . . 56
Article 14. Management of Trust Fund . . . . . . . . . . . . . . . . . . . . . . 62
Article 15. Benefit Claims Procedure . . . . . . . . . . . . . . . . . . . . . . 64
Article 16. Non-Alienation of Benefits . . . . . . . . . . . . . . . . . . . . . 66
Article 17. Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . 67
Article 18. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Article 19. Adoption of and Withdrawal from Plan by Affiliated Company . . . . . 70
Article 20. Termination; Merger, Consolidation or Transfer of Assets . . . . . . 71
Article 21. Top Heavy Provisions . . . . . . . . . . . . . . . . . . . . . . . . 73
Article 22. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Schedule A - Effective Dates . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Schedule B - Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Schedule C - PAYSOP Accounts (Effective until June 30, 1989) . . . . . . . . . . 85
Appendix A - Sargent Participants . . . . . . . . . . . . . . . . . . . . . . . . 87
Appendix B - A-C Compressor Participants . . . . . . . . . . . . . . . . . . . . 92
Appendix C - General Elevator Participants . . . . . . . . . . . . . . . . . . . 97
</TABLE>
<PAGE> 3
Exhibit 99
Page 1 of 102
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Dover Corporation, a Delaware corporation, with its principal
office at 280 Park Avenue, New York, NY amends and restates effective (except
as otherwise provided in Schedule A to this Plan) January 1, 1989, a plan for
its employees (which initially became effective on October 1, 1983), as
follows:
Article 1. Definitions
The following definitions and the definitions contained in
Article 21 apply for purposes of this Plan:
1.1 Accounts - Subject to Schedule B and the
Appendices to this Plan, a Participant's Salary Reduction Account and Employer
Matching Account.
1.2 Actual Contribution Percentage -
(a) A percentage for a Plan Year determined
for each Participant equal to a fraction (effective for Plan Years beginning
after December 31, 1988, rounded to the nearest one-hundredth of a percent).
The numerator of the fraction is the amount of the Participant's Employer
Matching Contributions for a Plan Year not taken into account in determining
the maximum Actual Deferral Percentage for Highly Compensated Employees. The
denominator of the fraction is the Participant's Compensation (as defined in
paragraph (e) of this definition) for that Plan Year.
(b) The Plan Administrator may elect to take
into account in computing the numerator of the fraction any or all of the
amount of Participants' Salary Reduction Contributions for the Plan Year
provided that (1) the Average Actual Deferral Percentage for Highly Compensated
Employees satisfies Section 5.3 both (i) by taking into account all Salary
Reduction Contributions and (ii) by taking into account only Salary
<PAGE> 4
Exhibit 99
Page 2 of 102
Reduction Contributions but excluding those Salary Reduction Contributions taken
into account in determining the maximum Average Actual Contribution Percentage
for Highly Compensated Employees and (2) those Salary Reduction Contributions
taken into account in determining the maximum Average Actual Contribution
Percentage for Highly Compensated Employees are not be taken into account for
determining the maximum Average Actual Deferral Percentage for Highly
Compensated Employees.
(c) For purposes of this definition, in the
case of a Highly Compensated Employee who (1) is a Five Percent Owner or is
among the ten Highly Compensated Employees with the greatest Compensation and
(2) has a family member as defined in Section 414(q)(6)(B) of the Internal
Revenue Code who is a Participant, the combined Actual Contribution Percentage
for the Highly Compensated Employee and such family members shall be determined
by using the combined Employer Matching Contributions not taken into account
for purposes of determining the Average Actual Deferral Percentage, the
combined Salary Reduction Contributions that are taken into account for
purposes of determining the Average Actual Contribution Percentage and the
combined Compensation of the Highly Compensated Employee and all such family
members.
(d) In the case of a Highly Compensated
Employee who is eligible to participate in more than one Defined Contribution
Plan which permits after tax contributions or includes employer matching
contributions, his or her Actual Contribution Percentage shall be determined by
treating all such Defined Contribution Plans as one plan.
(e) For purposes of this definition,
Compensation shall mean compensation as defined in Section 414(s) of the
Internal Revenue Code and shall include any amounts contributed on behalf of an
Employee to a cafeteria plan or cash or deferred arrangements and not
includible in income under Section 125 or 402(a)(8) of the Internal
<PAGE> 5
Exhibit 99
Page 3 of 102
Revenue Code. A Participant's Compensation while he or she is not eligible to
make Salary Reduction Contributions shall be disregarded.
1.3 Actual Deferral Percentage -
(a) A percentage for a Plan Year determined
for each Participant equal to a fraction (effective for Plan Years beginning
after December 31, 1988, rounded to the nearest one-hundredth of a percent).
Subject to clause (b)(2) of Section 1.2 (Actual Contribution Percentage), the
numerator of the fraction is the amount of the Salary Reduction Contributions
contributed by the Participant during a Plan Year (excluding any contributions
returned (i) under Section 5.6 and (ii) in the case of a Participant who is not
a Highly Compensated Employee under Section 3.4). The denominator of the
fraction is the Participant's Compensation (as defined in paragraph (e) of this
definition) for that Plan Year.
(b) The Plan Administrator may take into
account in computing the numerator of the fraction any (or all) of a
Participant's Employer Matching Contributions.
(c) For purposes of this definition, in the
case of a Highly Compensated Employee who (1) is a Five Percent Owner or among
the ten Highly Compensated Employees with the greatest Compensation and (2) has
a family member (as defined in Section 414(q)(6)(B) of the Internal Revenue
Code) who is a Participant, the combined Actual Deferral Percentage for the
Highly Compensated Employee and such family members shall be determined by
using the combined Salary Reduction Contributions taken into account under
clause (a) of this definition and the combined Compensation of the Highly
Compensated Employee and all such family members.
(d) In the case of a Highly Compensated
Employee who is eligible to participate in more than one Defined Contribution
Plan which permits salary reduction contributions, his or her Actual Deferral
Percentage shall be determined by treating all such Defined Contribution Plans
as one plan.
(e) For purposes of this definition,
Compensation shall mean compensation as defined in Section 414(s) of the
Internal Revenue Code and shall include
<PAGE> 6
Exhibit 99
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any amounts contributed on behalf of an Employee to a cafeteria plan or cash or
deferred arrangements and not includible in income under Section 125 or
402(a)(8) of the Internal Revenue Code. A Participant's Compensation while he
or she is not eligible to make Salary Reduction Contributions shall be
disregarded.
1.4 Affiliated Company - (a) the Company, (b) a member
of a controlled group of corporations of which an Employer is a member, (c) an
unincorporated trade or business which is under common control with an Employer
as determined in accordance with section 414(c) of the Internal Revenue Code,
(d) a member of an affiliated service group with any Employer as defined in
Section 414(m) of the Internal Revenue Code or (e) any other entity that must
be aggregated with an Employer under Section 414(o) (and Income Tax Regulations
thereunder) of the Internal Revenue Code. A corporation or an unincorporated
trade or business shall not be considered an Affiliated Company during any
period while it does not satisfy clause (a), (b), (c), (d) or (e) of this
definition. For purposes of this definition, a "controlled group of
corporations" is a controlled group of corporations as defined in section
1563(a) of the Internal Revenue Code (determined without regard to Sections
1563(a)(4) and (e)(3)(c) of the Internal Revenue Code). In determining whether
the Annual Addition must be reduced under Section 5.4, the percentage in
section 1563(a)(1) of the Internal Revenue Code or in the regulations under
section 414(c) of the Internal Revenue Code shall be deemed to be more than 50%
instead of at least 80%.
1.5 Annual Addition - an amount for a Plan Year equal
to the sum of:
(a) the aggregate amount credited for the
Plan Year to the Participant's Employer Matching Account under Section 4.1; and
(b) the aggregate amount of forfeitures, if
any, credited for the Plan Year to a Participant's Accounts;
(c) the amount of a Participant's Salary
Reduction Contributions for the Plan Year under Section 3.1.
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(d) in the case of a Participant who is a
key Employee (as defined in Section 21.1(b)), the amount allocated for the Plan
Year to a Participant under an individual medical benefit account as defined in
Section 415(l)(2) of the Internal Revenue Code.
(e) in the case of a Participant who is a
Key Employee (as defined in Section 21.1(b)), the amount attributable to
retiree medical benefits allocated for the Plan Year to a separate account
under a welfare benefit fund as defined under Section 419A(d) of the Internal
Revenue Code.
1.6 Average Actual Contribution Percentage -
(a) The average (effective for Plan Years
beginning after December 31, 1988, rounded to the nearest one-hundredth of a
percent) for a group of Participants for a Plan Year of their Actual
Contribution Percentages.
(b) For purposes of this definition the term
"Participant" shall include any Employee who is eligible to make Salary
Reduction Contributions under Section 3.1 whether or not he or she makes such
contributions.
(c) If for a Plan Year the Plan satisfies
the requirements of Section 401(k), 401(a)(4) or 410(b) of the Internal Revenue
Code only if aggregated with one or more Defined Contribution Plans, or if for
a Plan Year one or more Defined Contribution Plans satisfies any of those
requirements only if aggregated with the Plan, the Average Actual Contribution
Percentage shall be determined as if all such plans were a single plan.
(d) If for a Plan Year portions of the Plan
must be mandatorily disaggregated into separate "plans" in accordance with
Section 401(m) of the Internal Revenue Code, the Average Actual Contribution
Percentage shall be determined separately for each separate plan except it
shall not be determined for the separate plan benefiting collectively bargained
employees). Accordingly, the portion of the Plan that
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Exhibit 99
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benefits collectively bargained employees is treated as a separate plan from
the portion of the plan that benefits noncollectively bargained employees.
1.7 Average Actual Deferral Percentage -
(a) The average (effective for Plan Years
beginning after December 31, 1988, rounded to the nearest one-hundredth of a
percent) for a group of Participants for a Plan Year of their Actual Deferral
Percentages.
(b) For purposes of this definition the term
"Participant" shall include any Employee who is eligible to make Salary
Reduction Contributions under Section 3.1 whether or not he or she makes such
contributions.
(c) If for a Plan Year the Plan satisfies
the requirements of Section 401(k), 401(a)(4) or 410(b) of the Internal Revenue
Code only if aggregated with one or more Defined Contribution Plans, or if for
a Plan Year one or more Defined Contribution Plans satisfies any of those
requirements only if aggregated with the Plan, the Average Actual Deferral
Percentage shall be determined as if all such plans were a single plan.
(d) If for a Plan Year portions of the Plan
must be mandatorily disaggregated into separate "plans" in accordance with
Section 401(k) of the Internal Revenue Code, the Average Actual Deferral
Percentage shall be determined separately for each separate plan (but in the
case of Plan Years beginning before January 1, 1993, the Average Actual
Deferral Percentage shall not be determined for the separate plan benefiting
collectively bargained employees). Accordingly, the portion of the Plan
benefiting collectively bargained employees is treated as a separate plan from
the portion of the plan that benefits noncollectively bargained employees.
1.8 Beneficiary - a person who is entitled to receive
distributions under this Plan upon or after the death of a Participant.
1.9 Board - the board of directors of the Company.
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1.10 Break in Service - a Plan Year in which an
Employee (or former Employee) is not credited with more than 500 Hours of
Service. For purposes of determining whether there has been a Break in Service
an Employee shall be credited with Hours of Service for the period during which
he or she is on Parental Leave as follows: (a) the Employee shall be credited
with the number of Hours of Service he or she would normally be credited with
but for the absence (or if the Employee's normal Hours of Service cannot be
determined, eight Hours of Service for each day of the absence), (b) the total
number of Hours of Service credited for the absence shall not exceed 501 and
(c) the Hours of Service credited for the absence shall be credited to the Plan
Year in which the absence begins if the Employee would be prevented from
incurring a Break in Service in that Plan Year solely because of the crediting
of Hours of Service in accordance with clauses (a) and (b) of this definition,
or in any other case, the immediately following Plan Year. Solely for
determining whether there has been a Break in Service a Participant shall be
credited with 45 hours for each week during which he or she is on an Excused
Absence.
1.11 Company - Dover Corporation or any successor by
merger, consolidation or sale of assets.
1.12 Compensation - except as otherwise provided, all
remuneration paid or made available for any Plan Year by an Employer to an
Employee for the Employee's services as salary, wages or commissions, and (a)
including but not limited to (1) bonuses and cash payments under any long term
incentive plans, (2) pay at premium rates (holiday, overtime or other), (3) any
other amounts reflected on the Employee's Form W-2 for that Plan Year other
than imputed taxable income, (4) an Employee's Salary Reduction Contributions
to this Plan and (5) any amounts contributed by the Employee to a cafeteria
plan and not includible in income under Section 125 of the Internal Revenue
Code, (b) but excluding (1) special awards and reimbursement fees, (2) any
other amounts paid for that Plan Year on account of the Employee under this
Plan or under any other employee pension benefit plan (as defined in section
3(2) of ERISA) and (3) any other
<PAGE> 10
Exhibit 99
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amounts which are not includible in the Employee's income for federal income
tax purposes.
For Plan Years beginning after December 31, 1988 and before
January 1, 1994, an Employee's Compensation shall not exceed $200,000 (or such
higher amount as may be determined by the Secretary of the Treasury in
accordance with Section 401(a)(17) of the Internal Revenue Code to reflect
increases in the cost living). For Plan Years beginning after December 31,
1993, an Employee's Compensation shall not exceed $150,000 (or such higher
amount as may be determined by the Section of the Treasury in accordance with
Section 401(a)(17) of the Internal Revenue Code.) For purposes of applying the
dollar limitations of the prior sentences, the family aggregation rules of
Section 414(q)(6) of the Internal Revenue Code shall apply, except that the
term "family" shall include only the Participant's spouse and his or her lineal
descendants who have not attained age 19 before the last day of the Plan Year.
For purposes of Section 5.5, Compensation shall mean
compensation as that term is used in Section 415(c)(3) of the Internal Revenue
Code.
Additional special definitions of Compensation are provided for
purposes of Section 1.2 (Actual Contribution Percentage), Section 1.3 (Actual
Deferral Percentage), Section 1.32 (Highly Compensated Employee), Section 5.5
(Maximum Annual Addition) Section 21.1(b) (key employee) and Section 21.3
(minimum top heavy benefit).
1.13 Deferral Amount - the aggregate amount the
Participant deferred during a calendar year under the Plan and under other
plans or arrangements described in Sections 401(k), 408(k), 403(b) or
501(c)(18) of the Internal Revenue Code.
1.14 Defined Benefit Plan - an employee benefit plan,
as defined in Section 3(3) of ERISA, that (a) is maintained by an Affiliated
Company, (b) is qualified under Sections 401 and 501 of the Internal Revenue
Code and (c) is not a Defined Contribution Plan.
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Exhibit 99
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1.15 Defined Contribution Plan - an employee benefit
plan, as defined in Section 3(3) of ERISA, that (a) is maintained by an
Affiliated Company, (b) is qualified under Sections 401 and 501 of the Internal
Revenue Code and (c) provides for an individual account for each Participant
and for benefits based solely on the amounts in those accounts.
1.16 Eligible Employee - an Employee of an Employer who
(a) has attained age 21, (b) has been credited with at least 1,000 Hours of
Service for the 12-month period commencing with the Employee's first Hour of
Service or has been credited with at least 1,000 Hours of Service for any
subsequent 12-month period commencing on the anniversary of the day of his or
her first Hour of Service, (c) is not covered by a collective bargaining
agreement (unless the collective bargaining agreement expressly provides for
inclusion of the Employee as a Participant) and (d) is not a non-resident
alien.
Any Employee of an Employer who is not an Eligible Employee on
the Restatement Date shall become an Eligible Employee on the day he or she
satisfies the conditions of clauses (a), (c) and (d) above or the last day of
the 12-month period during which the Employee satisfies the requirements of
clause (b) above, whichever is later. A Rehired Employee shall be deemed to be
an Eligible Employee as of the day his or her employment recommences if the
Employee has satisfied the requirements of this definition by the day his or
her employment recommences and the Employee's most recent period of service has
not been disregarded under Section 2.5.
A leased employee (as defined in Section 414(n) of the Internal
Revenue Code) shall not be an Eligible Employee.
1.17 Employee - anyone who is employed by an Affiliated
Company. A leased employee (as defined in Section 414(n) of the Internal
Revenue Code) shall be treated as an Employee for purposes of this Plan.
<PAGE> 12
Exhibit 99
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1.18 Employer - the Company or any other Affiliated
Company which has adopted this Plan under Article 19. The Employers are listed
in Schedule B of this Plan.
1.19 Employer Matching Account - a separate account
maintained for each Participant reflecting amounts attributable to Employer
Matching Contributions and amounts allocable to or chargeable against that
account.
1.20 Employer Matching Contributions - an Employer's
matching contributions to the Trust under Section 4.1.
1.21 Employer Securities - shares of common stock
issued by the Company or any other securities issued by an Affiliated Company
which satisfy the requirements of Section 409(l) of the Internal Revenue Code.
1.22 Entry Date - the first day of a calendar quarter.
1.23 Excused Absence - an Employee's leave of absence
(a) granted by the Employer for a specified period or, if no specified period,
for a period of up to six months (or longer if supplemented by a written
extension) provided the Employee returns to work within five days after the
expiration of the leave, or (b) during which the Employee receives
Compensation, or (c) due to service in the armed forces of the United States or
service for any United States government entity during a period of war or
national emergency, provided the Employee applies for and returns to work
within the period provided by law (or incurs a disability while in the armed
forces), or (d) due to a temporary disability incurred while an Employee,
provided the Employee returns to work upon recovery.
1.24 ERISA - the Employee Retirement Income Security
Act of 1974, as it may from time to time be amended or supplemented.
References to any section of ERISA shall be to that section as it may be
renumbered, amended, supplemented or reenacted.
1.25 Fiscal Year - the fiscal year of the Company used
for federal income tax purposes.
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Exhibit 99
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1.26 Five Percent Owner - an Employee who owns more
than five percent of his or her Affiliated Company (within the meaning of
section 416(i)(1)(B)(i) of the Internal Revenue Code).
1.27 Fund A - a portion of the assets of the Trust Fund
that (a) is maintained by the Trustee as a separate fund within the Trust Fund,
(b) is invested (except for amounts temporarily held pending investment and
amounts held for distribution) solely in Employer Securities and (c) is equal
in value to the aggregate interest in Fund A credited to all Accounts, plus any
income or less any loss attributable to these assets.
1.28 Fund B - a portion of the assets of the Trust Fund
that (a) is maintained by the Trustee as a separate fund within the Trust Fund
and known as the American Express Income Fund II, (b) is invested (except for
amounts temporarily held pending investment and amounts held for distribution)
in fixed income securities, including but not limited to money market funds and
(c) is equal in value to the aggregate interest in Fund B credited to all
Accounts, plus any income or less any loss attributable to these assets.
1.29 Fund C - a portion of the assets of the Trust Fund
that (a) is maintained by the Trustee as a separate fund within the Trust Fund
and known as the IDS Stock Fund, (b) is invested (except for amounts
temporarily held pending investment and amounts held for distribution),
primarily in common stock (or securities that may be exchanged for common
stock) of domestic corporations (other than Employer Securities) and other
types of investments, including but not limited to preferred stocks, debt
securities, securities of foreign issuers, cash or cash equivalents, short term
corporate notes and repurchase agreements, and futures contracts and options
and (c) is equal in value to the aggregate interest in Fund C credited to all
Accounts, plus any income or less any loss attributable to these assets.
1.30 Fund D - a portion of the assets of the Trust Fund
that (a) is maintained by the Trustee as a separate fund within the Trust Fund
and known as the IDS
<PAGE> 14
Exhibit 99
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Mutual Fund, (b) is invested (except for amounts temporarily held pending
investment and amounts held for distribution), in a combination of common
stocks (up to 65% of the total) and preferred stocks, bonds, convertible bonds,
notes and unsecured bonds and short-term investments (not less than 35% of the
total) with the objective of obtaining growth and income with moderate
volatility, and (c) is equal in value to the aggregate interest in Fund D
credited to all Accounts, plus any income or less any loss attributable to
those assets.
1.31 Fund E - a portion of the assets of the Trust Fund
that (a) is maintained by the Trustee as a separate fund within the Trust Fund
and known as the IDS New Dimensions Fund, (b) is invested (except for amounts
temporarily held pending investment and amounts held for distribution),
primarily in common stocks with the objective of obtaining capital growth
without regard to income or volatility, and (c) is equal in value to the
aggregate interest in Fund E credited to all Accounts, plus any increase or
less any loss attributable to those assets.
1.32 Highly Compensated Employee - an Employee
described in Section 414(q) of the Internal Revenue Code (and regulations
promulgated by the Secretary of the Treasury thereunder) for a Plan Year who
either satisfies the requirements of (a) or (b) set forth below.
(a) The Employee during the preceding Plan
Year (1) was a Five Percent Owner, (2) received Compensation in excess of
$75,000 (adjusted by the Secretary of Treasury at the same time and in the same
manner as under Section 415(d) of the Internal Revenue Code to reflect
increases in the cost of living), (3) received Compensation in excess of
$50,000 (adjusted by the Secretary of Treasury at the same time and in the same
manner as under Section 415(d) of the Internal Revenue Code to reflect
increases in the cost of living) and was among the top 20% of Employees on the
basis of Compensation for the Plan Year or (4) was at any time an officer of an
Affiliated Company and received Compensation greater than 50% of the amount in
effect under Section 415(b)(1)(A) of the Internal Revenue Code for the Plan
Year.
<PAGE> 15
Exhibit 99
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(b) Subject to the following sentence, the
employee during the Plan Year (1) was a Five Percent Owner, (2) received
Compensation in excess of $75,000 (adjusted by the Secretary of Treasury at the
same time and in the same manner as under Section 415(d) of the Internal
Revenue Code to reflect increases in the cost of living), (3) received
Compensation in excess of $50,000 (adjusted by the Secretary of Treasury at the
same time and in the same manner as under Section 415(d) of the Internal
Revenue Code to reflect increases in the cost of living), and was among the top
20% of Employees on the basis of Compensation for the Plan Year, or (4) was at
any time an officer of an Affiliated Company and received Compensation greater
than 50% of the amount in effect under Section 415(b)(1)(A) of the Internal
Revenue Code for the Plan Year. For purposes of determining whether an
Employee is described in clause (2), (3) or (4) for a Plan Year, an Employee
shall only be included in this paragraph (b) if he or she is among the top 100
Employees on the basis of Compensation for the Plan Year.
For purposes of this definition, the number of officers included
under paragraph (a)(4) or (b)(4) shall be limited to the lesser of (i) 50 and
(ii) the greater of 3 and 10% of the number of all Employees.
For purposes of this definition, Compensation shall be
compensation as defined in Section 414(q)(7) of the Internal Revenue Code.
1.33 Hour of Service - an hour for which an Employee
directly or indirectly receives, or is entitled to receive, remuneration from
an Affiliated Company in relation to his or her employment (which shall be
credited to the Employee for the computation period in which the duties are
performed), hours credited for vacation, holiday, jury duty, sickness or
disability and hours for which back pay has been paid, awarded or agreed to
(irrespective of mitigation of damages) by an Affiliated Company (which shall
be credited to an Employee with respect to the period for which remuneration is
paid). However, no Hours of Service shall be granted if an Employee only
receives payment under a plan maintained for the purpose of complying with
applicable worker's
<PAGE> 16
Exhibit 99
Page 14 of 102
compensation or disability insurance laws or if he or she only receives
reimbursements for medically related expenses or business related expenses.
Service rendered at overtime or other premium rates shall be credited at the
rate of one Hour of Service for each hour for which pay is earned. In no event
shall more than 501 Hours of Service be credited to an Employee for a single
period during which he or she performs no duties.
In the case of an Employee whose payroll records are not
computed on an hourly basis, he or she shall be credited with the number of
Hours of Service determined based on how his or her payroll records are
maintained as follows:
<TABLE>
<CAPTION>
Basis Upon Which The Credit Granted If Employee
Employee's Payroll Earns at Least One Hour
Records Are Maintained Of Service During Period
---------------------- ------------------------
<S> <C>
Shift Actual hours for full shift
Day 10 Hours of Service
Week 45 Hours of Service
Semi-monthly Payroll 95 Hours of Service
Monthly Payroll 190 Hours of Service
</TABLE>
Hours of Service shall be credited to an Employee in accordance
with the records of his Affiliated Company and Department of Labor Regulations
Section 2530.200b-2.
1.34 Internal Revenue Code - the Internal Revenue Code
of 1986, as it may from time to time be amended or supplemented. References to
any section of the Internal Revenue Code shall be to that section as it may be
renumbered, amended, supplemented or reenacted.
1.35 Investment Manager - anyone who (a) is granted the
power to manage, acquire, or dispose of any asset of the Plan, (b) acknowledges
in writing that it is a fiduciary with respect to the Plan and (c) is (1) an
investment adviser registered under the
<PAGE> 17
Exhibit 99
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Investment Advisers Act of 1940, (2) a bank (as defined in the Investment
Advisers Act of 1940) or (3) an insurance company qualified under the laws of
more than one state to manage the assets of employee benefit plans (as defined
in section 3(3) of ERISA).
1.36 Limitation Year - the Plan Year.
1.37 Merged Plan - any plan designated by the Board as
a merged plan under Section 22.4. The Appendices to this Plan set forth
special provisions applicable to certain Participants who formerly participated
in a Merged Plan.
1.38 Parental Leave - an Employee's leave of absence
from employment with an Affiliated Company because of pregnancy, birth of the
Employee's child, placement of a child with the Employee in connection with
adoption of the child or caring for a child immediately following birth or
adoption. The Affiliated Company shall determine the first and last day of any
Parental Leave.
1.39 Participant - a participant in this Plan.
1.40 Payroll Period - the payroll period of an
Employee.
1.41 Pension Committee - the pension committee
appointed by the Board under Section 13.2.
1.42 Permanent Disability - a disability which causes
a Participant to be eligible to receive disability benefits under his or her
Employer's long-term disability program or, in the case of a Participant who is
not covered by a long-term disability program, a disability which would cause
the Participant to be eligible for disability benefits under the Company's
long- term disability program had he or she been covered.
<PAGE> 18
Exhibit 99
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1.43 Plan - the savings plan as set forth in this
document and as it may from time to time be amended or supplemented. This Plan
is intended to qualify as a profit sharing plan under Section 401(a) of the
Internal Revenue Code.
1.44 Plan Administrator - the persons specified under
Section 13.1.
1.45 Plan Year - the calendar year.
1.46 Rehired Employee - an Employee who is rehired by
an Affiliated Company after he or she has had a Termination of Employment. The
Sections which include provisions relating to a Rehired Employee are Section
1.16 (Eligible Employee) and Section 2.5 (participation upon reemployment).
1.47 Restatement Date - January 1, 1989 except as
otherwise provided in Schedule A to this Plan.
1.50 Rollover Account - a separate account maintained
for an Employee reflecting a Rollover Amount contributed to the Trust under
Section 3.6 and amounts allocable to or chargeable against that account.
1.51 Rollover Amount - any (a) eligible rollover
distribution described in Section 402(f)(2)(A) of the Internal Revenue Code
(relating to certain distributions described in Section 401(a) or 403(a) of the
Internal Revenue Code) or (b) rollover distribution described in Section
408(d)(3)(A)(ii) of the Internal Revenue Code (relating to certain
distributions from an individual retirement account or an individual retirement
annuity).
1.52 Salary Reduction Account - a separate account
maintained for each Participant reflecting his or her Salary Reduction
Contributions and any other amounts allocable to or chargeable against that
account.
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Exhibit 99
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1.53 Salary Reduction Contributions - a Participant's
contributions to the Trust Fund under Section 3.1.
1.54 Termination of Employment - a Participant's
termination of employment with an Affiliated Company, whether voluntary or
involuntary, for any reason, including but not limited to quit, discharge or
the incurrence of a Permanent Disability and other than for Parental Leave, an
Excused Absence, transfer to another Affiliated Company, or death.
1.55 Trust - the trust established or maintained under
the Trust Agreement.
1.56 Trust Agreement - the agreement which provides for
the continuation of the Trust, as that agreement may from time to time be
amended or supplemented.
1.57 Trust Fund - the total of the assets held in the
Trust.
1.58 Trustee - anyone serving as trustee under the
Trust Agreement.
1.59 Valuation Date - the last business day of each
Plan Year or any other date specified in this Plan or by the Plan Administrator
as a date for valuation of the Trust Fund. The Plan Administrator may specify
that each business day shall be a Valuation Date.
1.60 Vested Interest - the sum of the credit balances
in a Participant's Accounts.
1.61 Year of Service - a Plan Year for which an
Employee is credited with at least 1,000 Hours of Service.
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Exhibit 99
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Article 2. Participation
2.1 Eligibility to Participate on the Restatement
Date. All Employees who were Participants as of the Restatement Date shall
remain such and all other Employees who are Eligible Employees on the
Restatement Date shall be eligible to become Participants in accordance with
Section 2.3 on that date.
2.2 Eligibility to Participate After the Restatement
Date. After the Restatement Date an Employee shall be eligible to become a
Participant in accordance with Section 2.3 on the Entry Date coincident with or
next following the day he or she becomes an Eligible Employee.
2.3 Enrollment.
(a) An Employee may become a Participant on
any Entry Date coincident with or following the date on which he becomes
eligible to Participate in accordance with Section 2.1 or 2.2 by enrolling
using the procedures prescribed by the Plan Administrator.
(b) A Participant's enrollment information
(in addition to any other information required by the Plan Administrator) shall
(a) designate the percentage or amount of his or her Compensation the
Participant would like to contribute as Salary Reduction Contributions under
Section 3.1, (b) select investment options in accordance with Section 6.1 and
(c) designate a Beneficiary in accordance with Section 17.1.
2.4 Cessation of Participation. For purposes of this
Article 2, Article 3 and Article 4, a Participant shall cease to be a
Participant as of the last day of the Payroll Period that ends coincident with
or immediately following the day he or she has a
<PAGE> 21
Exhibit 99
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Termination of Employment. For all other purposes under this Plan, a
Participant shall cease to be a Participant as of the later of the day he or
she incurs a Break in Service and the date that all distributions due to the
Participant or his or her Beneficiary are made.
2.5 Participation Upon Reemployment - The following
rules shall apply with respect to the participation of a Rehired Employee:
(a) Subject to Section 2.5(b), a Rehired
Employee who is an Eligible Employee on the date of his or her rehire shall be
eligible to become a Participant under Section 2.3 as of the day he or she is
rehired.
(b) In determining whether a Rehired
Employee is an Eligible Employee as of the day the Rehired Employee is
reemployed, if the Rehired Employee has no Vested Interest and has a number of
consecutive Breaks in Service equal to (or greater than) the greater of five
and the number of his or her previous Years of Service (excluding Years of
Service previously disregarded under this Section 2.5(b)), the Rehired
Employee's previous service as an Employee shall be disregarded for purposes of
determining when he or she again becomes an Eligible Employee. For purposes of
determining Years of Service under this Section 2.5(b), any Employee who is
credited with at least 1,000 Hours of Service in both the 12-month period
commencing with his or her first Hour of Service and the first Plan Year
beginning after his or her first Hour of Service shall be credited with two
Years of Service.
2.6 Participation Upon Change in Job Classification.
If an Employee changes from a category of employment not covered by this Plan
to a category of employment covered by this Plan (without incurring a Break in
Service) and on the date of
<PAGE> 22
Exhibit 99
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the change in job classification he or she is an Eligible Employee, then he or
she will become a Participant on that date. If such an Employee is not an
Eligible Employee on the date of the change in job classification, he or she
will become a Participant in accordance with Section 2.2.
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Exhibit 99
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Article 3. Salary Reduction Contributions
3.1 General. Subject to Article 5 and Section 3.3, a
Participant may upon notice to his or her Employer (at such time and on such
form as the Plan Administrator shall prescribe) make Salary Reduction
Contributions to the Trust of from 2% to 18% of his or her Compensation to be
withheld as payroll deductions.
A Participant who is continuing to receive Compensation during
an Excused Absence may elect to continue to make Salary Reduction Contributions
during the Excused Absence.
3.2 Election to Change Amount of Salary Reduction
Contributions. Upon notice (in such manner as the Plan Administrator may
prescribe) a Participant (other than a Participant on an Excused Absence) may
change his or her designation of the amount of his or her Salary Reduction
Contributions or suspend or resume making those contributions. Any such change
or resumption shall be effective as of the Entry Date immediately after notice
of at least 30 days has been given. Any such suspension shall be effective as
of the first day of any Payroll Period occurring after notice of at least 30
days. A Participant on an Excused Absence may not change his or her
designation of the amount of Salary Reduction Contributions or suspend or
resume making those contributions.
In the case of a Participant who is an Employee but who does not
receive Compensation for a particular period, his or her Salary Reduction
Contributions, elected under Section 3.1, will automatically resume upon
subsequent receipt of Compensation.
3.3 Limit on Salary Reduction Contributions. The
amount of a Participant's Salary Reduction Contributions (and any other salary
reduction contributions
<PAGE> 24
Exhibit 99
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under a Defined Contribution Plan) for a calendar year shall not exceed $7,000
or such higher amount as may be determined by the Secretary of the Treasury in
accordance with Section 402(g)(5) of the Internal Revenue Code to reflect
increases in the cost of living.
3.4 Return of Excess Salary Reduction Contributions.
(a) No later than the March 15 immediately
following the last day of a calendar year, a Participant whose Deferral Amount
for that calendar year exceeds the maximum amount described in Section 402(g)
of the Internal Revenue Code may request in writing that the Plan Administrator
direct that a portion (or all) of his or her Salary Reduction Contributions for
that Plan Year be distributed to him or her. The Participant's request shall
include a statement that if the amount requested to be distributed remained in
the Plan, his or her Deferral Amount for that calendar year would exceed the
maximum amount described in Section 402(g) of the Internal Revenue Code. The
Plan Administrator shall direct that the amount of Salary Reduction
Contributions set forth in the Participant's request under this Section 3.4(a)
be distributed to the Participant by the April 15 following the date of his or
her request or the close of the taxable year.
(b) In the case of a Participant who for a
calendar year has contributed Salary Reduction Contributions (and before tax
savings contributions under any other Defined Contribution Plan) in excess of
the amount specified in Section 3.3, the Company may, in its discretion,
request on behalf of the Participant that a portion (or all) of the
Participant's excess Salary Reduction Contributions be distributed to the
Participant no later than April 15 following the close of the taxable year.
<PAGE> 25
Exhibit 99
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(c) The amount of Employer Matching
Contributions attributable to the Participant's returned Salary Reduction
Contributions shall be forfeited and shall reduce the amount of contributions
of his or her Employer under Section 12.1.
(d) The amount of a Participant's Salary
Reduction Contributions and Employer Matching Contributions shall be
distributed or forfeited under this Section 3.4 before any distribution or
forfeiture is made under Section 5.4(a).
(e) The amount of Salary Reduction
Contributions and Employer Matching Contributions returned or distributed under
this Section 3.4 shall be adjusted as determined by the Plan Administrator for
allocable gains and losses (in accordance with the Income Tax Regulations under
Section 402(g) of the Internal Revenue Code) for the Plan Year with respect to
which the contribution was made and the period between the end of that Plan
Year and the date of distribution.
3.5 Payroll Deduction for Salary Reduction
Contributions. Salary Reduction Contributions under this Article 3 shall be
made by payroll deduction in accordance with the rules and procedures
established by the Plan Administrator. An amount of cash equal to the
aggregate amount of Salary Reduction Contributions shall be forwarded to the
Trustee by the Employers as soon as practicable, but no later than the fifth
business day after the end of the month in which such Salary Reduction
Contributions were made. The amount of the Participant's Salary Reduction
Contributions shall be credited to the Participant's Salary Reduction Account.
3.6 Rollover Contributions. Upon an Employee's
request, the Committee, in its discretion, may permit him or her either to
contribute a Rollover Amount to
<PAGE> 26
Exhibit 99
Page 24 of 102
the Trust or have a Rollover Amount transferred to the Trust in a direct
trustee to trustee transfer. If the Committee permits the contribution or
transfer, the Rollover Amount shall be credited to the Employee's Rollover
Account. If an Employee contributes or directs the transfer of a Rollover
Amount and subsequently becomes a Participant under Article 2, the Plan
Administrator shall continue to maintain his or her separate Rollover Account.
No other contributions shall be allocated to the Rollover Account.
<PAGE> 27
Exhibit 99
Page 25 of 102
Article 4. Employer Matching Contributions; Employer Contributions
4.1 Employer Matching Contributions.
(a) Basic Matching Contributions. Subject
to Section 4.1(c), for each Payroll Period a Participant shall be entitled to
have credited to his or her Employer Matching Account an amount of Employer
Matching Contributions equal to between 25% and 50% of the amount of the
Participant's Salary Reduction Contributions not in excess of 6% of his or her
Compensation for that Payroll Period. The percentage of Employer Matching
Contributions under this paragraph (a) for a Plan Year with respect to the
Employees of each Employer (or division of an Employer) shall be determined
before the beginning of that Plan Year by the board of directors of each
Employer.
(b) Additional Matching Contributions. Each
Plan Year each Employer (or any division of an Employer) may make an additional
Matching Contribution on behalf of its Employees who make Salary Reduction
Contributions for that Plan Year and are Employees on the last day of that Plan
Year. Subject to Section 4.1(c), the amount of the additional Employer
Matching Contribution, if any, for a Plan Year shall equal a percentage
(determined by the Employer's board of directors) of a Participant's Salary
Reduction Contributions not in excess of 6% of his or her Compensation for that
Plan Year. The aggregate percentage of Employer Matching Contributions
credited to a Participant under Section 4.1(a) and this Section 4.1(b) for a
Plan Year shall not exceed 80% of the amount of a Participant's Salary
Reduction Contributions which are not in excess of 6% of his or her
Compensation.
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Exhibit 99
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(c) Collective Bargaining Participants. In
the case of a Participant who is covered by a collective bargaining agreement,
the amount of basic Matching Contributions and additional Matching
Contributions, if any, shall be subject at all times to the terms of the
relevant collective bargaining agreement but shall be within the limits set
forth in Sections 4.1(a) and (b), respectively.
4.2 Form of Contributions by Employer. The Employer
shall make Employer Matching Contributions in cash or Employer Securities.
4.3 Time For Making and Crediting Contributions by
Employer. Subject to Section 12.1, Employer Matching Contributions to be
credited under Section 4.1 (a) for a Payroll Period shall be forwarded to the
Trustee by the Employers as soon as practicable after the end of each Payroll
Period, and Employer Matching Contributions credited under Section 4.1(b) shall
be forwarded to the Trustee by each Employer after the end of the Plan Year to
which they relate, but no later than the due date for the Employer's federal
income tax return for that Plan Year. The amount of a Participant's Employer
Matching Contributions shall be credited to his or her Employer Matching
Account as soon as practicable after they are forwarded to the Trustee in
accordance with the previous sentence.
4.4 Transferred Employee. If a Participant is
transferred from one Employer to another Employer during a Payroll Period and
he or she is entitled to be credited for that Payroll Period with an amount
under Section 4.1, each such Employer for the Payroll Period of transfer shall
contribute a portion of the amount to be credited (based on its proportionate
share of the Participant's total Compensation for that Payroll Period).
<PAGE> 29
Exhibit 99
Page 27 of 102
4.5 Continuation of Employer Contributions. The
Employers intend but are not obligated to continue this Plan and to make
contributions under it.
<PAGE> 30
Exhibit 99
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Article 5. Limitations on Contributions
5.1 General. Section 5.3 sets forth nondiscrimination
tests which limit certain contributions made for a Plan Year with respect to
Participants who are Highly Compensated Employees. Section 5.5 sets forth the
limitations on the Annual Additions to a Participant's Accounts for a Plan
Year. At any time during a Plan Year the Plan Administrator may limit the
amount of Salary Reduction Contributions made by Participants who are Highly
Compensated Employees in order to comply with the nondiscrimination tests set
forth in Section 5.3.
5.2 Plan Administrator's Determination. The Plan
Administrator shall determine for each Plan Year (a) which Participants are
Highly Compensated Employees, (b) the Average Actual Deferral Percentage for
Participants who are Highly Compensated Employees and for Participants who are
not Highly Compensated Employees and (c) the Average Actual Contribution
Percentage for Participants who are Highly Compensated Employees and for
Participants who are not Highly Compensated Employees. The Plan
Administrator's determinations shall be based on data provided to it by the
Employer.
5.3 Maximum Average Actual Deferral Percentage and
Average Actual Contribution Percentage.
(a) Subject to Section 5.3(b), for any Plan
Year, each of the maximum Average Actual Deferral Percentage and the maximum
Average Actual Contribution Percentage for Participants who are Highly
Compensated Employees shall be:
<PAGE> 31
Exhibit 99
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(1) if the Average Actual Deferral
Percentage or the Average Actual Contribution Percentage for Participants who
are not Highly Compensated Employees is less than 2%, the product of 2.0 and
such percentage,
(2) if the Average Actual Deferral
Percentage or the Average Actual Contribution Percentage for Participants who
are not Highly Compensated Employees is equal to or greater than 2%, but less
than 8%, such percentage plus 2%,
(3) if the Average Actual Deferral
Percentage or the Average Actual Contribution Percentage for Participants who
are not Highly Compensated Employees is equal to or greater than 8%, the
product of 1.25 and such percentage.
(b) For any Plan Year, if any Highly
Compensated Employee is eligible to make Salary Reduction Contributions to this
Plan and is eligible to make after tax contributions to another Defined
Contribution Plan or to receive Employer Matching Contributions under this Plan
(or employer matching contributions under another Defined Contribution Plan),
then in no event shall the sum of the Average Actual Deferral Percentage and
the "relevant average actual contribution percentage" for Participants who are
Highly Compensated Employees exceed the greater of the amount determined under
(1) and (2):
(1) the sum of:
(a) the product of 1.25 and the
Average Actual Deferral Percentage for Participants who are not Highly
Compensated Employees; and
(b) the lesser of (i) the sum of 2%
and the relevant average actual contribution percentage for Participants who are
not Highly
<PAGE> 32
Exhibit 99
Page 30 of 102
Compensated Employees; or (ii) the product of 2 and the relevant average actual
contribution percentage for Participants who are not Highly Compensated
Employees; or
(2) the sum of:
(a) the product of 1.25 and the
relevant average actual contribution percentage for Participants who are not
Highly Compensated Employees; and
(b) the lesser of (i) the sum of 2%
and the Average Actual Deferral Percentage for Participants who are not Highly
Compensated Employees; or (ii) the product of 2 and the Average Actual Deferral
Percentage for Participants who are not Highly Compensated Employees.
For purposes of this Section 5.3(b) the relevant average actual
contribution percentage shall mean the Average Actual Contribution Percentage
or the average actual contribution percentage under each applicable Defined
Contribution Plan for the plan year of that plan beginning with or within the
Plan Year.
5.4 Return of Highly Compensated Employee's Excess
Contributions. If for any Plan Year the Average Actual Deferral Percentage,
the Average Actual Contribution Percentage or the sum of the Average Actual
Deferral Percentage and the Average Actual Contribution Percentage for
Participants who are Highly Compensated Employees exceeds the maximum
percentage determined under Section 5.3, amounts shall be returned or
distributed not later than the last day of the following Plan Year as follows:
<PAGE> 33
Exhibit 99
Page 31 of 102
(a) First, if the Average Actual Deferral
Percentage of Participants who are Highly Compensated Employees exceeds the
maximum under Section 5.3(a) for a Plan Year, the Actual Deferral Percentages
for such Participants shall be reduced in order of Actual Deferral Percentages
beginning with the highest Actual Deferral Percentage until the Average Actual
Deferral Percentage for such Participants does not exceed such maximum. A
Participant's Actual Deferral Percentage shall be reduced by returning to him
or her a portion (or all) of his or her Salary Reduction Contributions for that
Plan Year. The amount of Salary Reduction Contributions to be returned to the
Participant shall be reduced by the amount of any Salary Reduction
Contributions previously returned to him or her with respect to that Plan Year
under Section 3.4.
(b) Second, in the case of a Participant to
whom Salary Reduction Contributions are returned under clause (a), subject to
the following sentence, the amount of his or her Employer Matching
Contributions attributable to those Salary Reduction Contributions shall be
forfeited and shall reduce the amount of contributions of his or her Employer
under Section 12.1.
(c) Third, if the Average Actual
Contribution Percentage of Participants who are Highly Compensated Employees
exceeds the maximum under 5.3(a) for a Plan Year, the Actual Contribution
Percentages of such Participants shall be reduced in order of Actual
Contribution Percentages beginning with the highest Actual Contribution
Percentage until the Average Actual Contribution Percentage for such
Participants does not exceed such maximum. A Participant's Actual Contribution
Percentage shall be reduced by
<PAGE> 34
Exhibit 99
Page 32 of 102
reducing the amount of his or her Employer Matching Contributions. The amount
of a Participant's Employer Matching Contributions reduced under this Section
5.4(c) shall be reduced by forfeiting all (or a portion) of such contributions
and such forfeited contributions shall reduce the amount of contributions of
his or her Employer under Section 12.1. The amount of Employer Matching
Contributions forfeited by a Participant under this paragraph shall be reduced
by the amount of any Employer Matching Contributions previously forfeited by
him on her with respect to that Plan Year under Section 5.4(b).
(d) Fourth, if the Average Actual Deferral
Percentage and, relevant average actual contribution percentage (as defined in
Section 5.3(b)) of Participants who are Highly Compensated Employees (each
determined after reduction, if any, under Section 5.4(a) or (c) respectively,
(or analogous section of the applicable Defined Contribution Plan) would result
in a violation of the rule preventing the multiple use of the alternative
limitation under Section 5.3(b), the Average Actual Deferral Percentage of
Highly Compensated Employees shall be reduced in the same manner as in Section
5.4(a) until the rule in Section 5.3(b) is no longer violated.
The amount of a Participant's Salary Reduction Contributions and
Employer Matching Contributions which are returned or forfeited under paragraph
(a), (b), (c) or (d) of this Section 5.4 shall be adjusted as determined by the
Plan Administrator for allocable gains and losses (in accordance with Income
Tax Regulations under Sections 401(k) and 401(m) of the Internal Revenue Code)
for the Plan Year with respect to which the contributions were made and for the
period between the end of that Plan Year and the date of return or forfeiture.
<PAGE> 35
Exhibit 99
Page 33 of 102
5.5 Maximum Annual Addition. Notwithstanding any
other provision of this Plan, the Annual Addition to a Participant's Accounts
for any Plan Year shall be reduced to the extent that it plus the aggregate
amount, if any, of the annual addition, as defined in Section 415(c)(2) of the
Internal Revenue Code, to the Participant's accounts under all other Defined
Contribution Plans in which he or she was a Participant during that Plan Year
exceeds the lesser of (1) $30,000, or such higher amount as may be permitted
under regulations promulgated by the Secretary of the Treasury in accordance
with Section 415(c) of the Internal Revenue Code to reflect increases in the
cost of living, and (b) 25% of the Participant's Compensation (as defined in
Section 415(c)(3) of the Internal Revenue Code) for that Plan Year.
5.6 Reduction of Annual Addition. If the Annual
Addition to a Participant's Account must be reduced under Section 5.5, it shall
be reduced (a) first by returning the Participant's Salary Reduction
Contributions and holding any Employer Matching Contributions attributable to
those Salary Reduction Contributions in a suspense account to be allocated to
the Participant in subsequent years and (b) if that is insufficient, by
reducing the amount of his or her Employer Matching Contributions and holding
that amount in a suspense account to be allocated to the Participant in
subsequent years. If the Participant has a Termination of Employment or a
death before all amounts in the suspense account under this Section 5.6 held on
the Participant's behalf have been allocated to him or her, then such amounts
shall be used to reduce contributions by the Employers.
<PAGE> 36
Exhibit 99
Page 34 of 102
Article 6. Investment Options
6.1 Initial Investment
(a) Initial Election. A Participant shall
designate on his or her enrollment form the portion (in 5% multiples) of the
aggregate amounts credited to his or her Salary Reduction Account, to be
invested among Fund A, Fund B, Fund C, Fund D and Fund E. The aggregate
amounts credited to a Participant's Employer Matching Account shall be invested
in Fund A until effectively changed under Section 6.2. A Participant's
designation of investments under this Section 6.1 shall remain in effect until
effectively changed.
(b) Investment of Accounts if no Participant
Election. In the absence of an effective investment election under this
Section 6.1, amounts credited to a Participant's Salary Reduction Account shall
be invested in Fund B.
6.2 Change in Investment Elections
(a) Account Balance. Upon notice (in such manner
as the Plan Administrator shall prescribe) a Participant may change the portion
(in 5% multiples) of the aggregate credit balances in his or her Salary
Reduction Account and Employer Matching Account invested among Fund A, Fund B,
Fund C, Fund D and Fund E.
(b) Subsequent Contributions. Upon notice to the
Plan Administrator (in such manner as the Plan Administrator shall prescribe) a
Participant who makes a change in his or her investment election under Section
6.2 may change, the portion (in 5% multiples) of the aggregate amounts
subsequently credited to his or her
<PAGE> 37
Exhibit 99
Page 35 of 102
Salary Reduction Account to be invested among Fund A, Fund B, Fund C, Fund D
and Fund E.
<PAGE> 38
Exhibit 99
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Article 7. Loans
7.1 General. The Plan Administrator, in accordance
with the provisions of this Article 7 and procedures it shall establish, may
make loans to Employees who have been Participants for at least 12 months or
former Employees who are parties in interest (as defined in Section 3(14) of
ERISA) with respect to the Plan. These procedures shall include a review of
the loan application based upon those factors which would be considered in a
normal commercial setting by an entity in the business of making similar loans.
Loans under this Article 7 (a) must be made available to all
Participants on a reasonably equivalent basis, (b) may not be made available to
Participants who are Highly Compensated Employees in an amount equal to a
greater percentage of their Vested Interests than the percentage made available
to other Employees (and the amount of the loan shall not exceed the limitations
imposed by Section 4975 of the Internal Revenue Code), (c) must bear a
reasonable rate of interest and (d) must be adequately secured by the Vested
Interest of the Participant. The grant of a security interest under this
Section 7.1 shall not be a violation of Section 16.1.
7.2 Application for Loan; Frequency. A Participant
must apply for a loan with the Plan Administrator and execute such promissory
notes and other documents as the Plan Administrator may require. The loan
shall be secured by a lien on a Participant's Salary Reduction Account,
Employer Matching Account and Rollover Account. The Participant's loan
application must include his or her consent to the Trustee's execution on its
security interest in the event of a default under Section 7.9. A Participant
may not
<PAGE> 39
Exhibit 99
Page 37 of 102
have more than one loan approved under this Article 7 during any 12-month
period and may not have more than one loan outstanding at any time.
7.3 Availability of Loans. A loan may be granted for
the following reasons: (a) acquisition, construction or substantial improvement
of the Participant's or his or her dependent's principal residence, (b) medical
or educational expenses of the Participant or a member of his or her immediate
family or (c) any other reason approved by the Plan Administrator.
7.4 Amount of Loan. The minimum amount of a loan
shall be $1000, and loans shall be granted in $500 increments. The aggregate
amount of a Participant's loan shall not exceed the lesser of (a) 50% of the
value of the Participant's Vested Interest and (b) $50,000 reduced by the
highest outstanding balance of the Participant's loans from the Plan during the
one year period ending on the date the loan is made. For purposes of this
Section 7.4 a Participant's Vested Interest shall be determined as of the
Valuation Date coincident with or immediately preceding the day the
Participant's application for a loan is received by the Plan Administrator.
7.5 Reduction of Participant's Accounts. The Plan
Administrator shall reduce the credit balances in the Participant's accounts to
reflect the principal amount of the loan, first from the Participant's Salary
Reduction Account, then from his or her Employer Matching Account and finally
from his or her Rollover Account. The reduction shall be pro rata from the
investment funds in which the applicable accounts of the Participant are
invested. A Participant's payments of principal or interest on a loan shall be
applied to credit the Participant's accounts in the reverse order that those
accounts were reduced and
<PAGE> 40
Exhibit 99
Page 38 of 102
shall be invested in accordance with his or her investment elections currently
in effect under Article 6 with respect to contributions to his or her Accounts.
7.6 Interest. The rate of interest on loans shall be a
reasonable rate determined by the Plan Administrator from time to time to be
commensurate with the prevailing interest rate charged on similar commercial
loans made within the same locale and time period.
7.7 Security. A loan to a Participant shall be
secured by his or her Vested Interest. The grant of a security interest under
this Section 7.7 shall not be a violation of Section 16.1.
7.8 Duration and Repayment of Loans. Loans shall be
repaid over one, two, three, four or five years in substantially level
installments payable not less frequently than quarterly. However, if the
Pension Committee determines at the time a loan is made that the loan is to be
used to acquire the principal residence of the Participant, then the loan
repayment period may be extended by the Committee, in its discretion, to a
period of up to 30 years. All loans shall be repaid in full upon the
Participant's Termination of Employment or death. The Plan Administrator shall
require repayment by payroll deduction, and shall accept other cash repayments
by the Participant. In the case of a Participant who is on Excused Leave,
repayments when due shall be made by certified check or money order. The
Participant may prepay all (but not part) of the outstanding principal and
interest on a loan at any time.
7.9 Default on Loan. A default on a loan shall occur
upon the occurrence of any one of the following events:
<PAGE> 41
Exhibit 99
Page 39 of 102
(a) a Participant's failure to repay a loan
in full within 60 days of his or her Termination of Employment or death,
(b) the Plan Administrator's inability to
satisfy the scheduled loan repayments by a payment as specified in Section 7.8,
(c) a change in the condition of the
Participant's affairs (financial or otherwise) which in the opinion of the
Pension Committee will impair the Plan's security or increase its risk,
(d) the filing under the Bankruptcy law by
or a against the Participant, or
(e) the refusal of the Internal Revenue
Service to approve the provisions of the Plan regarding loans.
If a Participant defaults on a loan, the Trustee, at the
direction of the Plan Administrator, shall execute on its security interest
with respect to the loan. The Trustee shall not levy against any portion of
the Participant's security interest attributable to his or her Accounts until a
distribution from the Accounts may be made in accordance with the requirements
of Section 401(a) of the Internal Revenue Code.
<PAGE> 42
Exhibit 99
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Article 8. Valuation, Allocation and Accounting
8.1 Valuation of Assets.
(a) Pursuant to the Dover Corporation Trust
Agreement, as of each Valuation Date, the Trustee shall calculate, in
accordance with the customary method of calculation employed by the Trustee,
the net asset value per unit of collective investment funds maintained by it
and the net asset value per unit of accommodating pooled investment funds (Fund
A).
(b) Pursuant to the Dover Corporation Trust
Agreement, as of each Valuation Date, the Trustee shall also obtain from an
internal or external pricing service the net asset value per share of Funds B,
C, D, and E.
(c) The Trustee's reporting of net asset
value shall be conclusive and binding upon all Employers, the Plan
Administrator, and all Participants and Beneficiaries.
8.2 Allocation and Accounting of Additions and
Withdrawals. In the following manner, as of each Valuation Date, the Accounts
of each Participant (1) shall be revalued to include the changes in net asset
value per unit/share of Funds A, B, C, D, and E since the most previous
Valuation Date and (2) shall include the credit of additions to and/or debit of
withdrawals from the Accounts since the most previous Valuation Date:
(a) The Trustee shall first report the net
asset value of Funds, A, B, C, D, and E as provided in Section 8.1.
<PAGE> 43
Exhibit 99
Page 41 of 102
(b) Each Account shall then be revalued by
applying the net asset value of each investment fund in which the Account is
invested to the number of share/units of each investment fund in which the
Account in invested.
(c) Each Account shall then be credited with
additions including allocations of contribution, forfeitures, transfers into
each investment fund, loan repayments and other activity as provided in this
Plan. Concomitantly, each Account shall be debited for withdrawals, related
forfeitures, if any, transfers out of each investment fund, loans, and other
activity as provided in this Plan. Any additions to and withdrawals from an
Account shall be based upon the net asset value of each affected investment
fund as of the Valuation Date on which the activity is reflected in the
affected Participant's Account.
(d) Notwithstanding paragraphs (a), (b), and
(c) above, in the event an accommodating pooled investment fund is established
as an investment fund under this Plan, valuation of the pooled investment fund
and allocation of earnings of the pooled investment fund shall be governed by
the written agreement providing for the administration of the pooled investment
fund.
It is intended that this Section operate to distribute among each Account of
each Participant all income of the Trust Fund and changes in the value of the
assets of the Trust Fund.
8.3 Participant Transfers. The following rules shall
apply in the case of a Participant who is transferred from an Employer to
another Affiliated Company.
(a) If a Participant transfers from the
employ of one Employer to another the credit balance then in each of his or her
Accounts (after all adjustments in
<PAGE> 44
Exhibit 99
Page 42 of 102
accounts under Section 8.1 have been made for the month of transfer) shall be
transferred to accounts for him or her as an Employee of his or her new
Employer, and the Participant shall be deemed an Employee of his or her new
Employer for all purposes.
(b) If a Participant is transferred to an
Affiliated Company which has not adopted this Plan, he or she shall no longer
be permitted to make Salary Reduction Contributions nor will he or she be
credited with Employer Matching Contributions. The credit balance in his or
her Accounts shall remain in those Accounts and he or she shall continue to
receive an allocation of the net value of the Trust Fund under Section 8.2 and
his or her rights and obligations with respect to his or her Accounts shall
continue to be governed by the provisions of the Plan and Trust Agreement.
8.4 Employee's Accounts. The Plan Administrator shall
maintain a separate Salary Reduction Account and Employer Matching Account and,
if applicable, Rollover Account for each Participant. In addition, the Plan
Administrator shall maintain such other separate accounts for each Participant
as are described in with Schedule C and the Appendices to the Plan. All
distributions and payments to a Participant or his or her Beneficiary shall be
charged against the appropriate Accounts of that Participant.
8.5 Statement of Account. Each calendar quarter the
Plan Administrator shall furnish each Participant with a statement of the value
of his or her Accounts. Such statement shall be sent to Participants as soon
as practicable after the calendar quarter to which the statement pertains.
<PAGE> 45
Exhibit 99
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Article 9. Fund A - Employer Securities
9.1 Employer Securities. Employer Securities shall be
allocated to Participants' Accounts invested in Fund A.
9.2 Investment of Dividends on Employer
Securities._Dividends received by the Trustee on shares of Employer Securities
(whether in cash or other property), and stock options, rights or warrants to
purchase Employer Securities ("Rights") received by the Trustee from the
Company, shall be allocated among the Participants' Accounts in the proportion
that shares of Employer Securities on the applicable record date are allocated
or allocable to those Accounts. All dividends on Employer Securities received
by the Trustee in cash or property other than Employer Securities shall be
invested by it as soon as practicable in Employer Securities. Other income
received by the Trustee with respect to the Trust Fund shall be allocated among
Participants' Accounts under Article 8.
9.3 Voting or Tendering. The Trustee shall vote
shares of Employer Securities held in Fund A in accordance with the directions
specified by Participants on whose behalf the Employer Securities are held.
The vote on fractional shares of Employer Securities owned by Participants
shall be aggregated by the Trustee and voted in a manner to best reflect the
collective intent of the owners of such shares. The Trustee shall not vote any
shares of Employer Securities held in Fund A for which it does not receive
voting directions.
The Trustee shall allow each Participant to determine the number
of shares of Employer Securities held in his or her Accounts that he or she
wishes the Trustee to tender on his or her behalf and the Trustee shall tender
those shares.
<PAGE> 46
Exhibit 99
Page 44 of 102
9.4 Allocation of Employer Securities Upon Merger
Consolidation or Other Similar Transaction. In the event of any merger,
consolidation, reorganization, recapitalization or similar transaction in which
Employer Securities are converted into or exchanged for other stock or
securities, the stock or securities received upon conversion or in the exchange
shall be allocated among the Participants' Accounts in the proportion that
shares of Employer Securities on the effective date of the exchange or
conversion are allocated or allocable to those accounts. Thereafter, such stock
or securities shall be deemed to be Employer Securities for all purposes of
this Plan.
<PAGE> 47
Exhibit 99
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Article 10. Vesting
The credit balances in each of the Participant's Salary
Reduction Account and Employer Matching Account shall be nonforfeitable at all
times.
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Article 11. Distributions
11.1 Forms of Distribution. Subject to Section 11.3, a
Participant or Beneficiary shall receive distribution of his or her Vested
Interest (determined under Section 11.4) in a single distribution of the full
amount payable.
11.2 Timing of Distribution. Distribution of a
Participant's Vested Interest (determined under Section 11.5) shall begin as
soon as practicable after the Valuation Date following the earliest of:
(a) the Participant's Termination of
Employment on or after attaining age 65, unless he or she elects under Section
11.4(b) to defer distribution of his or her Vested Interest,
(b) the Participant's attainment of age 65,
if the Participant has a Termination of Employment prior to that time, unless
the Participant elects under Section 11.4(a) to commence to receive
distribution at a different time,
(c) as soon as practicable after the
Participant's death; and
(d) effective for all Participants (other
than those who attained age 70-1/2 before January 1, 1988 and are not Five
Percent Owners during the Plan Year ending with or within the calendar year in
which they attain age 66-1/2 or any subsequent Plan Year), the first day of
April immediately following the Plan Year in which he or she attains age
70-1/2, but no earlier than April 1, 1990.
For purposes of clause (d) of this Section 11.2, a Participant
shall be deemed to be a Five Percent Owner if he or she was a Five Percent
Owner at any time during the five Plan Year period ending in the calendar year
in which he or she attains age 70 1/2.
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In no event shall a Participant receive distribution of his or
her Vested Interest later than 60 days after the end of the Plan Year in which
occurs the latest of (1) the Participant's Termination of Employment (2) the
date the Participant attains age 65 or (3) the tenth anniversary of the
Participant's participation in the Plan.
11.3 Direct Transfer - Subject to the rules, set forth
below, a Participant who receives distribution of his or her Vested Interest in
a form which qualifies as an eligible rollover distribution (as defined in
Section 401(a)(31) of the Internal Revenue Code) may elect, at the time and in
the manner prescribed by the Plan Administrator, to have all or any portion of
that distribution paid directly to any eligible retirement plan (as defined in
Section 402(c)(8)(B) of the Internal Revenue Code.) The Plan Administrator
shall notify the Participant (or surviving spouse) of the direct transfer
option in accordance with Section 402(f) of the Internal Revenue Code. This
notice shall be given (1) no earlier than 90 days before the date distribution
of benefits is to commence and (2) no later than 30 days before the date
distribution of benefit is to commence, unless the Participant has been
informed of his right to have at least 30 days to review the notice and makes
an election to have distribution commence before the expiration of the 30 day
period. This option shall apply only to a Participant, his or her surviving
spouse, or his or her former spouse who is entitled to a distribution under the
Plan as an alternate payee under a qualified domestic relations order as
defined in Section 414(p) of the Internal Revenue Code. The following rules
shall apply with respect to direct transfers under this Section 11.3.
(a) A Participant may a direct transfer of a portion
of an eligible rollover distribution.
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(b) A Participant may divide his or her eligible
rollover distribution into separate distributions to be transferred to two or
more eligible retirement plans.
(c) A Participant's election to make or not make a
direct rollover with respect to one payment in a series of periodic payments
which qualify as an eligible rollover distribution shall apply to all
subsequent payments in the series unless the Participant elects otherwise.
(d) If a Participant does not make an election with
respect to an eligible rollover distribution as of the date distribution of
benefits commence, he or she will be treated as not having elected a direct
transfer under this Section 11.3.
11.4 Election to Receive Distribution Before or After
Participant's Attainment of Age 65.
(a) A Participant who has a Termination of
Employment before his or her 65th birthday may elect (in such manner as the
Plan Administrator shall prescribe) to have distribution of his or her Vested
Interest commence as of a date before his or her 65th birthday. In that event,
distribution of the Participant's Vested Interest shall commence as soon as
practicable following the election.
(b) A Participant who has a Termination of
Employment may elect (at such time and in such form as the Plan Administrator
shall prescribed) to have distribution of his or her Vested Interest commence
as of a date after he or she attains age 65. In that event distribution of the
Participant's Vested Interest shall commence as soon as practicable after the
election but no later that the April 1 following the year in which he or she
attains age 70-1/2.
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(c) A Participant shall be given notice of
his or her right to make an election under Section 11.4(a) within the period
beginning no earlier than 90 days before the date distribution is to commence
and no later than 30 days before that date. The Participant's election must be
made at least 30 days after the notice, unless the Participant has been in
informed of his or her right to have at least 30 days to review this notice
before making the election and the Participant makes an affirmative election
before the expiration of the 30 days.
11.5 Valuation of Vested Interest. For purposes of
Sections 11.1, 11.2, 11.4, and 11.6, the amount of a Participant's Vested
Interest shall be valued as of the Valuation Date immediately following the
event that entitles the Participant or his or her Beneficiary to distribution
under Sections 11.2.
11.6 Form of Distribution of Cash or Stock.
Distribution under this Article 11 shall be made in cash. However, a
Participant may elect to have the entire portion of his or her Vested Interest
which is invested in Fund A distributed in shares of Employer Securities (with
fractional shares distributed as cash), provided that portion of his or her
Vested Interest is at least $1,000 in value.
11.7 Minimum Distribution.
(a) In the case of a Participant who remains
an Employee after he or she attains age 70-1/2 (other than a Participant who
attains age 70-1/2 before January 1, 1988 and is not a Five Percent Owner),
distribution of his or her Vested Interest shall begin no later than the April
1 immediately following the calendar year in which he or she attains age 70-1/2
or April 1, 1990, if later. With respect to each calendar year
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beginning with the calendar year the Participant attains age 70-1/2 and ending
with the calendar year before the calendar year in which the Participant has a
Termination of Employment, he or she shall receive the distribution of the
"minimum distribution amount" described in paragraph (b) of this Section 11.6.
Upon the Participant's Termination of Employment his or her Vested Interest
shall be distributed to him or her in accordance with Section 11.1.
(b) The "minimum distribution amount" for
each calendar year shall be equal to the quotient of the Participant's Vested
Interest (determined as of the last day of the calendar year preceding the
calendar year with respect to which the distribution is being made) divided by
the applicable life expectancy. The applicable life expectancy shall be no
greater than the joint life expectancy of the Participant and his or her
Beneficiary. The life expectancy of the Participant (and his or her
Beneficiary) shall be determined using the Participant's (and the
Beneficiary's) attained age as of the Participant's most recent birthday (and
the Beneficiary's most recent birthday) in the year in which the Participant
attains age 70-1/2. The life expectancy of the Participant and his or her
spouse shall not be recalculated annually after it has been determined under
the previous sentence.
(c) Any distribution under this Plan shall
satisfy the minimum distribution incidental benefit requirements under Section
401(a)(9) of the Internal Revenue Code.
(d) In the case of a Participant who dies
after distribution of his or her Vested Interest has commenced, the remaining
portion of his or her Vested Interest
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shall be distributed to the Participant's Beneficiary at least as rapidly as it
would have been distributed under the method of distribution in effect on the
day of the Participant's death.
(e) In the case of a Participant who dies
before distribution of his or her Vested Interest has commenced, his or her
entire Vested Interest shall be distributed to his or her Beneficiary within
five years of the Participant's death or, if later, in the case of a
Beneficiary who is the Participant's spouse, the December 31 of the year the
Participant would have attained age 70-1/2. Alternatively, if the
Participant's Vested Interest is distributed over a period not extending beyond
the life expectancy of the Beneficiary, distribution of the Vested Interest
shall begin by the December 31 of the year after the Participant's death or, if
later, in the case of a Beneficiary who is the Participant's spouse, the
December 31 of the year the Participant would have attained age 70-1/2.
11.8 Release. Upon any distribution, the Trustee, the
Plan Administrator or any Employer may require execution of a receipt and
release, in form and substance satisfactory to it, of all claims under this
Plan.
11.9 Incapacity. If, in the judgment of the Committee,
any person is legally, physically or mentally incapable of personally receiving
and executing a receipt for any distribution or payment due him or her under
this Plan, the distribution or payment may be made to the person's guardian or
other legal representative (or if none is known to the Company, to any other
person or institution who has custody of the person) and that distribution or
payment shall constitute a full discharge of any obligation with respect to the
amount paid or distributed.
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11.10 Lost Participant. Neither the Plan Administrator
nor the Trustee shall be obligated to search for or ascertain the whereabouts
of any Participant or Beneficiary (other than to write to the Participant at
his or her last mailing address shown in the Plan Administrator's records). If
it is determined that a Participant or Beneficiary cannot be located, the
Participant's or Beneficiary's Vested Interest shall be forfeited as of the
Valuation Date immediately following that determination, but shall be
reinstated (without interest) upon the Participant's or Beneficiary's claim for
the benefit before that benefit escheats under applicable state law.
<PAGE> 55
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Article 12. Funding
12.1 Funding Policy. Each Employer shall contribute
cash or property to the Trust in an amount equal to the aggregate amount
credited under Article 3 and the aggregate amount credited under Article 4,
less the amount forfeited, if any, with respect to its Employees under Sections
3.4(e), 5.4(b), 5.4(c) and 5.4(d).
12.2 Establishment and Review of Funding Policy. The
Board shall establish a funding policy and method consistent with the
objectives of the Plan and the requirements of Title I of ERISA. The Board
shall review the funding policy and method at least annually. In establishing
and reviewing the funding policy and method, the Board shall try to determine
the Plan's short-term and long-term objectives and financial needs, taking into
account the need for liquidity to pay benefits and the need for investment
growth.
12.3 Employer Contributions Irrevocable. Subject to
Section 12.4, any contribution made by an Employer shall be irrevocable and
shall be held and disposed of by the Trustee solely in accordance with the
provisions of this Plan and the Trust Agreement.
12.4 Exceptions to Irrevocability. Each contribution
made by an Employer or an Employee shall be deemed to be conditioned on the
initial qualification of the Plan and the Trust under Sections 401 and 501 of
the Internal Revenue Code and upon the deductibility of the contribution under
section 404 of the Internal Revenue Code. If (a) an application for
determination for initial qualification as to an Employer is made by the time
for filing the Employer's federal income tax return for its fiscal year in
which the Plan is adopted (or such later time as prescribed by the Secretary of
the Treasury), (b) an adverse determination is issued with respect to the Plan
and (c) the Employer withdraws from the
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Plan under Article 19, then the contributions of that Employer may be repaid
within one year after the date of denial of qualification. If the deduction of
all or part of any contribution is disallowed, it shall, to the extent
disallowed, be repaid within one year after the date of disallowance. A
contribution also may be repaid to an Employer, within one year after the date
made, to the extent it was made in error because of a mistake of fact.
<PAGE> 57
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Article 13. Administration of Plan
13.1 Plan Administrator. The Pension Committee shall
be the Plan Administrator. In the event that there are no members of the
Pension Committee the Company shall be deemed to be the Plan Administrator.
13.2 The Board. The Board shall appoint the members of
the Pension Committee, the Trustee and the Investment Manager, if any, and
shall be responsible for the establishment of the Trust and the amendment and
termination of this Plan and the Trust Agreement. If there is a vacancy on the
Pension Committee which the Board fails to fill or is late in filling the
Pension Committee may appoint an interim member.
13.3 The Pension Committee. This Plan shall be
administered by the Pension Committee, which shall have the responsibilities
and duties and powers delegated to it in this Plan and any responsibilities and
duties under this Plan which are not specifically delegated to anyone else,
including but not limited to the following powers:
(a) to require any person to furnish such
information as it may request as a condition to receiving any benefit under the
Plan;
(b) to make and enforce such rules and
regulations and prescribe the use of such forms as it shall deem necessary for
the efficient administration of the Plan;
(c) to decide on questions concerning the
Plan and the eligibility of any Employee to participate in the Plan, in
accordance with the provisions of the Plan and to correct omissions or defects
in the Plan;
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(d) to compute or have computed the amount
of benefits which shall be payable to any person in accordance with the
provisions of the Plan;
(e) to maintain all records of Participants
and Beneficiaries which are necessary for the administration of this Plan;
(f) to take any action necessary to meet the
reporting and disclosure requirements imposed by ERISA; and
(g) to furnish the Trustee with sufficient
information and directions to enable the Trustee to make distributions.
(h) to engage a delegate, pursuant to
written agreement, who shall perform ministerial functions, without
discretionary authority or control and within the framework of policies,
interpretations, rules, practices, and procedures established by the Pension
Committee or other named fiduciary, which otherwise would be performed by the
Pension Committee.
13.4 The Trustee. The Trustee shall have the
responsibilities set forth in the Trust Agreement. The Trustee may designate
agents or others to carry out certain of the administrative responsibilities in
connection with management of the Trust.
13.5 Decisions and Actions of the Pension Committee.
The Pension Committee from time to time may establish rules for the
administration of this Plan. The Pension Committee shall have the sole
discretion to make decisions and take any action with respect to questions
arising in connection with the Plan, including the construction of the Plan and
the Trust Agreement. The decision and action of the Pension Committee as to
any questions arising in connection with the Plan, including the construction
and
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interpretation of the Plan and the Trust Agreement, shall be final and binding
upon all Participants and Beneficiaries.
13.6 Membership of the Pension Committee. The Pension
Committee shall consist of three members. Each person appointed a member of
the Pension Committee shall file his acceptance of the appointment with the
Board. Any member of the Pension Committee may resign by delivering his
written resignation to the Board; the resignation shall become effective when
received by the secretary of the Company (or at any other time agreed upon by
the member and the Board). The Board may remove any member of the Pension
Committee at any time, with or without cause, upon notice to the member being
removed. Notice of the appointment, resignation, or removal of a member of the
Pension Committee shall be given by the Board to the Trustee and to the
members of the Pension Committee.
13.7 Officers and Meetings of the Pension Committee.
The Pension Committee shall elect a chairperson and may elect a secretary (who
need not be a member of the Pension Committee) and shall hold meetings upon at
least 10 days notice and at such times and places as it may from time to time
determine. Notice of a meeting need not be given to any member of the Pension
Committee who submits a signed waiver of notice before or after the meeting or
who attends the meeting.
13.8 Procedures of the Pension Committee. A majority of
the total number of members of the Pension Committee shall constitute a quorum
for the transaction of business. The vote of a majority of the members of the
Pension Committee present at the time of a vote, if a quorum is present at the
time, shall be required for action by the
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Pension Committee. Resolutions may be adopted or other action taken without a
meeting upon the written consent of all members of the Pension Committee. Any
person dealing with the Pension Committee shall be entitled to rely upon a
certificate of any member of the Pension Committee, or its secretary, as to any
act or determination of the Pension Committee.
13.9 Subcommittee, Advisors and Agents of The Pension
Committee. The Pension Committee may (a) appoint subcommittees with such
powers as the Pension Committee shall determine advisable, (b) authorize one or
more of its members or an agent to execute any instrument, and (c) utilize the
services of Employees and engage accountants, investment managers and/or
advisers, agents, clerks, legal counsel, medical advisers, and professional
consultants (any of whom may also be serving an Employer or an Affiliated
Company) to assist in the administration of this Plan or to render advice with
regard to any responsibility under the Plan. However, such subcommittees,
advisers or agents may not perform any act involving the exercise of any
discretion without obtaining the approval of the Pension Committee.
13.10 Indemnification of the Pension Committee. The
Employer shall indemnify members of the Pension Committee against costs,
expenses and liabilities (other than amounts paid in a settlement which the
Employer has not approved) which were reasonably incurred by the member in
connection with any action resulting from his actions as a member, except if he
or she is determined to be personally guilty of gross negligence or willful
misconduct. The indemnifications under this Section shall be in addition to any
insurance or indemnification the member of the Pension Committee would otherwise
have.
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13.11 Liability of Pension Committee and Employers. The
members of the Pension Committee and the Employers shall have no liability with
respect to any action or omission made by them in good faith nor from any
action made in reliance upon (a) the action of the Trustee, (b) the advice or
opinion of any accountant, legal counsel, medical adviser or other professional
consultant or (c) any resolutions of the Board certified by the Secretary or
Assistant Secretary of the Company.
13.12 Allocation of Plan Expenses. All expenses
relating to the Plan (including the fees charged by the Pension Committee's
agents) prior to the termination of the Plan shall be borne ratably by the
Employers, except that any accounting fees attributable to Fund A and any
management fees attributable to Fund B, Fund C, Fund D or Fund E shall be paid
out of those funds, respectively, Brokerage commissions, transfer taxes and
other charges or expenses in connection with the purchase or sale of securities
shall be included in the cost of the securities. Notwithstanding the
foregoing, the Pension Committee may charge an application fee in connection
with a loan under Article 7. Any Employee who serves as a Trustee or member of
the Pension Committee shall receive no compensation for such service. The
Company may require any Trustee or member of the Pension Committee to furnish
an ERISA bond satisfactory to the Company; the premium for any ERISA bond shall
be an expense of the Plan, except to the extent paid by an Affiliated Company.
13.13 Named Fiduciaries. The Plan Administrator and the
Employer shall be named fiduciaries under the Plan with respect to the
responsibilities allocated to each such party under the Plan. Named fiduciaries
shall only have the authorities or
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responsibilities delegated under this Plan, under the Trust Agreement or by
operation of law. A named fiduciary shall not be liable for breach of fiduciary
responsibilities or obligation by another fiduciary if the act was not within
the scope of the named fiduciary's authorities or responsibilities.
13.14 Service in more than One Capacity. Any person or
group of persons may serve the Plan in more than one capacity.
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Article 14. Management of Trust Fund
14.1 The Trust Fund. The Trust Fund shall be held in
trust by the Trustee appointed from time to time (before or after termination
of this Plan) by the Plan Administrator pursuant to the Trust Agreement. The
Trustee shall have the powers specified in the Trust Agreement.
14.2 Exclusive Benefit. The Trust Fund shall be used in
accordance with the provisions of this Plan and for the exclusive purpose of
providing benefits for Participants and their Beneficiaries and for defraying
reasonable expenses of the Plan and of the Trust. The Trustee shall cause the
Trust Fund to consist of Fund A, Fund B, Fund C, Fund D and Fund E and such
other funds as the Plan Administrator shall establish from time to time.
14.3 Investment in Employer Securities - In accordance
with Section 407(b) of ERISA applicable to eligible individual account plans
(as defined in Section 407(d)(3) of ERISA), the Plan Administrator may direct
the Trustee to invest up to 100% of the assets in the Trust Fund in qualifying
employer securities (as defined in Section 407(d)(5) of ERISA).
14.4 Liability. The Company, the Trustee, and the Plan
Administrator shall have no liability with respect to a Participant's
investment designation under Article 6.
14.5 Trust Fund. Subject to Section 14.1, the Trust
Fund may be invested in accordance with the Trust Agreement.
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14.6 Trust Agreement. The Trust Agreement shall be a
part of this Plan and any rights or benefits under this Plan shall be subject
to all the terms and provisions of the Trust Agreement.
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Article 15. Benefit Claims Procedure
15.1 Claim for Benefits. Any claim for benefits under
this Plan shall be made in writing to the Plan Administrator (on the form
supplied by the Plan Administrator and accompanied by data determined by the
Plan Administrator to be relevant). If a claim for benefits is wholly or
partially denied, the Plan Administrator shall so notify the Participant or
Beneficiary within 90 days after receipt of the claim. The notice of denial
shall be written in a manner calculated to be understood by the Participant or
Beneficiary and shall contain (a) the specific reason or reasons for denial of
the claim, (b) specific references to the pertinent Plan provisions upon which
the denial is based, (c) a description of any additional material or
information necessary to perfect the claim together with an explanation of why
such material or information is necessary and (d) an explanation of the claims
review procedure.
15.2 Review of Claim. Within 60 days after the receipt
by the Participant or Beneficiary of notice of denial of a claim (or at such
later time as may be reasonable in view of the nature of the benefit subject to
the claim and other circumstances), the Participant or Beneficiary may (a) file
a request with the Plan Administrator that it conduct a full and fair review of
the denial of the claim, (b) review pertinent documents and (c) submit
questions and comments to the Plan Administrator in writing.
15.3 Decision After Review. Within 30 days after the
receipt of a request for review under Section 15.2, the Plan Administrator
shall establish a hearing date on at least ten days notice on which the
Participant or Beneficiary can present an oral argument in support of his or
her appeal. Within 60 days after the receipt of the request for review
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under Section 15.2 the Plan Administrator shall deliver to the Participant or
Beneficiary a written decision with respect to the claim, except that if there
are special circumstances which require more time for processing, the 60-day
period shall be extended to 120 days upon notice to the Participant or
Beneficiary to that effect. The decision shall be written in a manner calculated
to be understood by the Participant or Beneficiary and shall (a) include the
specific reason or reasons for the decision and (b) contain a specific reference
to the pertinent Plan provisions upon which the decision is based.
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Article 16. Non-Alienation of Benefits
16.1 Non-Alienation. Subject to Section 16.2, Vested
Interests under or interests in this Plan shall not be assignable or subject to
alienation, hypothecation, garnishment, attachment, execution or levy of any
kind. Any action in violation of this provision shall be void.
16.2 Qualified Domestic Relations Orders. Section 16.1
shall not apply to the creation, assignment or recognition of a right to the
Vested Interests of a Participant pursuant to a qualified domestic relations
order (as defined in section 414(p) of the Internal Revenue Code). The Plan
Administrator shall establish reasonable procedures for determining whether a
domestic relations order is a qualified domestic relations order and for
administering distributions under a qualified domestic relations order.
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Article 17. Designation of Beneficiary
17.1 Designation of Beneficiary. Subject to Section
17.2, Participants may designate a Beneficiary in the form and manner
prescribed by the Plan Administrator. The Plan Administrator, in its
discretion, may specify conditions or other provisions with respect to the
designation of a Beneficiary. Any designation of a Beneficiary may be revoked
by filing a later designation or revocation. In the absence of an effective
designation of a Beneficiary by a Participant or upon the death of all
Beneficiaries, a Participant's Vested Interest shall be paid to a contingent
Beneficiary as provided in 17.3.
17.2 Beneficiary of a Married Participant. A married
Participant's sole Beneficiary shall be his or her spouse unless his or her
spouse executes a written consent to the designation of another Beneficiary and
acknowledges the effect of the designation. The spouse's consent must be
witnessed by a notary public or a Plan official. A married Participant's
designation of a nonspouse Beneficiary under this Section 17.2 may not be
changed without the subsequent notarized or witnessed consent of his or her
spouse, unless the spouse's consent permits the Participant to designate any
other Beneficiary and acknowledges that the spouse has voluntarily relinquished
rights to limit consent to a specific Beneficiary. A married Participant's
spouse's consent to a non-spouse Beneficiary is not required if (a) his or her
spouse cannot be located, (b) the Participant is legally separated from his or
her spouse or (c) the Participant has been abandoned by his or her spouse
(within the meaning of local law) and the Participant has a court order to that
effect. A Participant's designation of a Beneficiary other than his or her
spouse shall be effective only with respect to the spouse who consents to it as
provided in this Section 17.2.
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17.3 Contingent Beneficiary. In the absence of an
effective designation of a Beneficiary by a Participant or upon the death of
all Beneficiaries, a Participant's Vested Interest shall be paid to the person
or persons included in the first of the following categories who survives the
Participant: the Participant's (a) spouse, (b) children per capita, (c)
executors or administrators.
17.4 Effective Date of Designation. Any designation or
revocation of a designation of a Beneficiary shall become effective when
actually received by the Plan Administrator but shall not affect any
distribution previously made pursuant to a prior designation.
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Article 18. Amendment
18.1 Amendment. The Board may amend this Plan at any
time but no amendment may (a) entitle any Employer to receive any part of the
Trust Fund, (b) substantially increase the duties or liabilities of the Trustee
without its prior written consent, or (c) have the effect of reducing the
accrued benefit (within the meaning of Section 411(d)(6) of the Internal
Revenue Code) of anyone who is a Participant on the date the amendment is
adopted or becomes effective, whichever is later.
18.2 Amendment to Vesting Provisions. If the vesting
provisions set forth in Article 10 are amended, any Participant who, as of the
effective date of the amendment has been credited with three or more Years of
Service in the aggregate, may irrevocably elect to have his nonforfeitable
interest computed without regard to the amendment. Notice of the amendment and
the availability of the election shall be given to each such Participant, and
the election may be exercised by the Participant by notice to the Plan
Administrator within 60 days after the later of (a) his or her receipt of the
notice, (b) the day the amendment is adopted or (c) the effective date of the
amendment.
18.3 Amendment to Maintain Qualified Status.
Notwithstanding anything to the contrary in Section 18.1, the Board, in its
discretion, may make any modifications or amendments to the Plan, retroactively
or prospectively, which it deems appropriate to establish or maintain the Plan
and the Trust Agreement as a qualified employee's plan and trust under sections
401 and 501 of the Internal Revenue Code.
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Article 19. Adoption of and Withdrawal from Plan by Affiliated Company
19.1 Adoption by Affiliated Company. Any Affiliated
Company, whether or not presently existing, may, with the approval of the
Board, adopt this Plan by proper corporate actions.
19.2 Withdrawal by Employer. Any Employer may at any
time withdraw from the Plan upon giving the Board, the Plan Administrator and
the Trustee at least 30 days notice of its intention to withdraw. The Board in
its discretion may direct that any Employer withdraw from the Plan.
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Article 20. Termination; Merger, Consolidation or Transfer of Assets
20.1 Full Vesting Upon Plan Termination. Upon the
termination or partial termination (as that term is defined for purposes of
Section 411(d)(3) of the Internal Revenue Code) of this Plan or upon the
complete discontinuation of contributions by an Employer, the entire Vested
Interests as of the date of termination in Employer Matching Accounts of the
affected Participants shall be nonforfeitable.
20.2 The Plan Administrator and Trustee. If the entire
Plan is terminated, the Plan Administrator shall continue to function and may
fill any vacancies which may occur in its own membership (if the Board fails to
do so) until the Trustee has rendered its final account and that account has
been approved (in the manner provided in the Trust Agreement).
20.3 Merger, Consolidation or Transfer of Assets.
Neither this Plan nor the Trust may be merged or consolidated with, nor may its
assets or liabilities be transferred to any other plan or trust unless each
Participant would receive a benefit immediately after the merger, consolidation
or transfer, if the Plan then terminated, which is equal to or greater than the
benefit he or she would have been entitled to receive immediately before the
merger, consolidation, or transfer if this Plan had then been terminated.
20.4 Restrictions on Distribution upon Plan
Termination. Upon the termination of this Plan: (a) in no event shall a
Participant receive distribution of the portion his or her Vested Interest
attributable to Salary Reduction Contributions unless there is no successor
plan established or maintained (as defined for purposes of Section
401(k)(10)(A) of the Internal Revenue Code) and (b) in no event shall a
Participant receive distribution of
<PAGE> 73
Exhibit 99
Page 71 of 102
his or her Vested Interest without his or her consent before his or her
attainment of age 65 (or, if earlier, death) unless there is no other Defined
Contribution Plan.
<PAGE> 74
Exhibit 99
Page 72 of 102
Article 21. Top Heavy Provisions
21.1 Definitions. The following definitions apply for
purposes of this Article 21:
(a) Determination Date - with respect to any
plan year of the Plan, a Defined Benefit Plan or a Defined Contribution Plan,
the last day of the preceding plan year (or in the case of the first plan year
of a plan the last day of that plan year).
(b) Key Employee. - an Employee (or former
Employee) who at any time during a Plan Year or any of the preceding four Plan
Years is (1) an officer of his or her Employer with Compensation greater than
150% of the amount in effect under Section 415(b)(1)(A) of the Internal Revenue
Code on the last day of the Plan Year, (2) one of the ten Employees with
Compensation greater than the amount in effect under Section 415(b)(1)(A) of
the Internal Revenue Code on the last day of the Plan Year and owning the
largest percentage (in excess of one half of one percent) interest in value of
an Affiliated Company, (3) an owner of more than five percent of his or her
Employer and (d) an owner of more than one percent of his or her Employer with
Compensation in excess of $150,000. The determination of whether an Employee
is a Key Employee shall be made in accordance with Section 416(i) of the
Internal Revenue Code. The Beneficiary of a Key Employee shall be treated as a
Key Employee.
For purposes of this definition Compensation shall be
compensation as defined in Section 414(q)(7) of the Internal Revenue Code.
(c) Permissive Aggregation Group of Plans -
a group of employee benefit plans including a Required Aggregation Group of
Plans and any other
<PAGE> 75
Exhibit 99
Page 73 of 102
Defined Benefit Plans or Defined Contribution Plans which when considered as a
group meets the requirements of Sections 401(a)(4) and 410 of the Internal
Revenue Code.
(d) Required Aggregation Group of Plans - a
group of employee benefit plans including each Defined Contribution Plan (1) in
which any Key Employee is or was a Participant or (2) which enables a plan
described in clause (1) to meet the requirements of Section 401(a)(4) or
Section 410 of the Internal Revenue Code.
(e) Top Heavy Fraction - (1) with respect to
the Plan, a fraction for a Plan Year, the numerator of which is the aggregate
of the credit balances under the Plan as of the applicable Determination Date
of all Participants who are Key Employees and the denominator of which is the
aggregate of the credit balances under the Plan as of the applicable
Determination Date of all Participants or (2) with respect to a Required
Aggregation Group of Plans or a Permissive Aggregation Group of Plans, a
fraction (A) the numerator of which is the sum of (i) the aggregate of the
present values of the accrued benefits as of the applicable Determination Date
of all Participants who are Key Employees under all Defined Benefit Plans
included in that group and (ii) the aggregate credit balances as of the
applicable Determination Date in the accounts of all Participants who are Key
Employees under all Defined Contribution Plans included in the group and (B)
the denominator of which is the sum of (i) the aggregate of the present values
of the accrued benefits as of the applicable Determination Date of all
Participants under all Defined Benefit Plans included in the group and (ii) the
aggregate credit balances as of the applicable Determination Date in the
accounts of all Participants under all Defined Contribution Plans included in
the group.
<PAGE> 76
Exhibit 99
Page 74 of 102
In computing a Top Heavy Fraction for a Plan Year, the following
rules shall apply: (I) the present value of accrued benefits as of a
Determination Date under each Defined Benefit Plan and the aggregate account
balances as of a Determination Date under each Defined Contribution Plan shall
be increased by the aggregate distributions made from that plan to participants
during the five year period ending on the Determination Date, (II) the accrued
benefit under any Defined Benefit Plans and the account balance under any
Defined Contribution Plan of a Participant who has not performed services for
an Employer at any time during the five-year period ending on the Determination
Date shall be disregarded, (III) the present value of accrued benefits under a
Defined Benefit Plan as of a Determination Date and the account balance under a
Defined Contribution Plan shall be determined as of that plan's valuation date
which occurs during the 12-month period ending on the Determination Date, (IV)
in the case of a Required Aggregation Group or a Permissive Aggregation Group
of Plans, the Determination Date of each plan included in the group shall be
the Determination Date that occurs in the same calendar year as the
Determination Date of the Plan, (V) in the case of a Required Aggregation Group
of Plans or a Permissive Aggregation Group of Plans, in determining the present
value of accrued benefits the actuarial assumptions set forth in the Dover
Corporation Pension Plan for Salaried Employees shall be used for all Defined
Benefit Plans, and (VI) in the case of a Required Aggregation Group of Plans or
Permissive Aggregation Group of Plans the accrued benefits under all Defined
Benefit Plans of Participants other than Key Employees shall be determined
based upon the method used uniformly for accrual purposes for all Defined
Benefit Plans but if there is no uniform method, based upon the benefit accrual
rate
<PAGE> 77
Exhibit 99
Page 75 of 102
which does not exceed the slowest accrual rate permitted under the fractional
accrual rule of Section 411(b)(1) of the Internal Revenue Code.
(f) Top Heavy Plan - the Plan for any Plan
Year if the Top Heavy Fraction for that Plan Year exceeds 60% for (1) if the
Plan is not part of a Required Aggregation Group of Plans, the Plan, (2) if the
Plan is part of a Required Aggregation Group of Plans, but not a Permissive
Aggregation Group of Plans, the Required Aggregation Group of Plans or (3) if
the Plan is part of a Permissive Aggregation Group of Plans and a Required
Aggregation Group of Plans, the Permissive Aggregation Group of Plans.
21.2 When Top Heavy Provisions Apply. Notwithstanding
any other provision of this Plan, the provisions of this Article 21 shall apply
with respect to any Plan Year for which the Plan is a Top Heavy Plan.
21.3 Minimum Benefit. For any Plan Year for which the
Plan is a Top Heavy Plan, a Participant who is employed on the last day of the
Plan Year and who is not a Key Employee shall be entitled to have his Employer
Matching Account credited with an amount equal to the excess, if any, of (a)
the lesser of (1) 3% of his Compensation for that Plan Year and (2) a
percentage of his Compensation equal to the greatest percentage of Compensation
credited as a contribution to any Key Employee for that Plan Year, taking into
account the amount of contributions credited to that Key Employee's Salary
Reduction Account and Employer Matching Account over (b) the sum, if any, of
the amount credited to the Participant's Employer Matching Account. Employer
Matching Contributions taken into account with respect to a Participant under
clause (b) of this Section 21.3 shall not be taken
<PAGE> 78
Exhibit 99
Page 76 of 102
into account for purposes of determining the Participant's Actual Contribution
Percentage (Section 1.2). For purposes of this Section 21.3, Compensation
shall be defined as in Section 414(q)(7) of the Internal Revenue Code.
<PAGE> 79
Exhibit 99
Page 77 of 102
Article 22. Miscellaneous
22.1 No Employment Rights. Nothing in this Plan shall
be construed as a contract of employment between an Affiliated Company and any
Employee, nor as a guarantee of any Employee to be continued in the employment
of an Affiliated Company, nor as a limitation on the right of an Affiliated
Company to discharge any of its Employees with or without cause or with or
without notice or at the option of the Affiliated Company.
22.2 Discretion. Any discretionary acts under this Plan
by an Employer or by the Plan Administrator shall be uniform and applicable to
all persons similarly situated. No discretionary act shall be taken which
constitutes prohibited discrimination under the provisions of section 401(a) of
the Internal Revenue Code or prohibited reduction of accrued benefits under
Section 411 of the Internal Revenue Code.
22.3 Prior Service. For purposes of determining
whether an Employee is an Eligible Employee, the Company may, in its discretion
and under rules applicable to all Employees similarly situated, credit an
Employee with service performed prior to his or her becoming an Employee.
22.4 Merged Plan. The Company may for purposes of this
Plan (a) designate any employee pension benefit plan (as defined in section
3(2) of ERISA) as a Merged Plan and (b) give credit for participation in a
Merged Plan to the extent the Board determines desirable. The Board shall
notify the Committee of the designation of any Merged Plan, and of credit to be
given for participation in the Merged Plan.
22.5 No Interest in Trust Fund. Irrespective of the
amount of a Participant's Vested Interest, neither the Participant nor his or
her Beneficiary nor any other
<PAGE> 80
Exhibit 99
Page 78 of 102
person shall have any interest or right to any of the assets of the Trust Fund
except as and to the extent expressly provided in this Plan.
22.6 Governing Law. The provisions of this Plan shall
be governed by and construed and administered in accordance with ERISA, the
Internal Revenue Code, and, where not inconsistent, the laws of the state in
which the Company is incorporated.
22.7 Participant Information. Each Participant shall
notify the Plan Administrator of (a) his or her mailing address and each change
of mailing address, (b) the Participant's, the Participant's Beneficiary's and,
if applicable, the Participant's spouse's date of birth, and (c) his or her
marital status and any change of his or her marital status and (d) any other
information required by the Plan Administrator. The information provided by
the Participant under this Section 22.7 shall be binding upon the Participant
and the Participant's Beneficiary for all purposes of the Plan.
22.8 Severability. If any provision of this Plan is
held illegal or invalid for any reason, the other provisions of this Plan shall
not be affected.
22.9 Notices. Any notice, request, election,
designation, revocation or other communication under this Plan shall be in
writing and shall be considered given when delivered personally or mailed by
registered mail, return receipt requested, except that any communication
furnished to all Participants shall be considered given when delivered
personally or mailed by first class mail.
22.10 Headings. The headings in this Plan are for
convenience of reference and shall not be given substantive effect.
<PAGE> 81
Exhibit 99
Page 79 of 102
Dated: DOVER CORPORATION
By _______________________________
Attest:
_______________________________
Secretary
<PAGE> 82
Exhibit 99
Page 80 of 102
Schedule A - Effective Dates
The provisions of this amended and restated Plan are effective as of
January 1, 1989 except as otherwise provided in the Plan or below:
(a) The following provisions are amended and restated effective
as of January 1, 1985.
(1) Sections 11.7(a), (b) and (c) - minimum
distribution.
(b) The following provisions are amended and restated effective
as of January 1, 1987:
(1) Section 1.2 - Actual Contribution Percentage.
(2) Section 1.3 - Actual Deferral Percentage.
(3) Section 1.5 - Annual Addition.
(4) Section 1.6 - Average Actual Contribution
Percentage.
(5) Section 1.7 - Average Actual Deferral Percentage.
(6) Section 1.32 - Highly Compensated Employee.
(7) Section 1.34 - Internal Revenue Code.
(8) Section 1.19 - Employer Matching Account.
(9) Section 1.20 - Employer Matching Contributions.
<PAGE> 83
Exhibit 99
Page 81 of 102
(10) Section 3.3 - Limit on Salary Reduction
Contributions.
(11) Section 3.4 - Return of Excess Salary Reduction
Contributions.
(12) Section 5.1 - General.
(13) Section 5.2 - Plan Administrator's Determination.
(14) Section 5.3 - Maximum Average Actual Deferral
Percentage and Average Actual
Contribution Percentage.
(15) Section 5.4 - Return of Highly Compensated Employee's
Excess Contributions.
(16) Section 5.5 - Maximum Annual Addition.
(17) Section 5.6 - Reduction of Annual Addition.
(18) Section 21.1(e) - Top Heavy Fraction.
<PAGE> 84
Exhibit 99
Page 82 of 102
Schedule B - Employers
Listing of Employers as of December 31, 1994
A. ACTIVE EMPLOYERS
NAME OF COMPANY/ SUBSIDIARY/DIVISION AND
INDEPENDENT SUBSIDIARY EMPLOYEE GROUP COVERED
------------------------------- ---------------------------------------
Dover Corporation Corporate Headquarters
OPW Fueling Components
Civacon
OPW Engineered Systems
Dover Resources, Inc. Corporate Headquarters
Blackmer Pump
C. Lee Cook*
De-Sta-Co
Norris Sucker Rods
O'Bannon Pump
Norriseal
Ronningen-Petter
* Includes Compressor Components
Dover Elevator International, Inc. Corporate Headquarters
Dover Elevator Company All
Dover Elevator Systems, Inc. All
General Elevator Company, Inc. All
Security Elevator Company All
York - Gregg Elevator Company All
Hawaiian Pacific Elevator Company All
Sargent Industries, Inc. Dover Diversified Headquarters
(d/b/a Dover Diversified Inc.) Sargent Controls
Sargent Technologies*
Waukesha Bearings Corp.
Tranter, Inc.
Central Research Laboratories
A-C Compressor Corporation
<PAGE> 85
Exhibit 99
Page 83 of 102
NAME OF COMPANY/ SUBSIDIARY/DIVISION AND
INDEPENDENT SUBSIDIARY EMPLOYEE GROUP COVERED
------------------------------- ---------------------------------------
(Union-Non Union)
Hill Refrigeration, Inc.
* Includes Kahr Bearing and Precision
Kinetics
Dover Industries, Inc. Dover Industries Headquarters
Dover Industries Acceptance
Rotary Lift
Bernard International, Inc.
Texas Hydraulics, Inc.
Weldcraft Products, Inc.
Davenport Machine
Dieterich Standard
B&S Screw Machine Services, Inc.
Dover Technology International, Inc. Corporate Headquarters
Universal Instruments Corporation
Dover Soltec, Inc.
Dielectric Laboratories, Inc.
DEK USA,Inc.
K&L Microwave, Inc.
Novacap, Inc.
Oscsillatek
B. INACTIVE EMPLOYERS
Sargent Industries, Inc. Sargent Aerospace
(d/b/a Dover Diversified, Inc.) Garwood
Airite
Fowler
Stillman Steel
Sweeney Division
<PAGE> 86
Exhibit 99
Page 84 of 102
Schedule C - PAYSOP Accounts (Effective until June 30, 1989)
1. Accounts. The term "Accounts" shall include a Participant's
PAYSOP Account.
2. PAYSOP Account. A separate account maintained for each
Participant reflecting his or her Employer PAYSOP contributions and any amounts
allocable to or chargeable against that account.
3. No Further Contributions. No contributions shall be made to a
Participants' PAYSOP Accounts for Plan Years commencing after December 31,
1986, and the PAYSOP portion of the Plan was terminated as of June 30, 1989.
4. Distribution of PAYSOP Accounts. Subject to the Participant's
consent, if the value of his or her PAYSOP Account exceeds $3500, he or she
shall receive distribution of that account as soon as practicable after June
30, 1989.
5. Diversification Election. A Qualified Participant shall with
respect to up to 25 percent of the credit balance in his or her PAYSOP Account
attributable to Employer Securities acquired by the Trust after December 31,
1986 (to the extent that such amounts exceeded a de minimis amount or other
amount as may be prescribed under rules and regulations of the Internal Revenue
Service) be permitted to direct the Plan Administrator to distribute to him or
her all or a portion of that amount. The direction shall be made within 90
days after the last day of each Plan Year during the Participant's Qualified
Election Period. Within 90 days after the close of the last Plan Year in the
Participant's Qualified Election Period, a Qualified Participant may direct the
Plan as provided in the first sentence of this
<PAGE> 87
Exhibit 99
Page 85 of 102
paragraph 5 with respect to 50 percent of the value of the portion of the
credit balance in his or her PAYSOP Account subject to this subsection.
The Participant's direction shall be provided to the Plan
Administrator in writing; may be revoked or modified within the applicable
90-day period; and shall be effective no later than 180 days after the close of
the Plan Year to which the direction applies and shall specify whether the
assets are to be distributed.
The portion of a Qualified Participant's PAYSOP Account subject to
distribution direction under this paragraph 5 shall be distributed to him or
her within 90 days after the last day of the period during which the election
described in the above paragraph may be made.
For the purposes of this paragraph 5, the above terms shall
have the meanings set forth below:
(1) Qualified Election Period - the five-Plan
Year period beginning with the later of (A) the Plan Year after the Plan Year
in which the Participant attains age 55 or (B) the Plan Year after the Plan
Year in which the Participant first becomes a Qualified Participant.
(2) Qualified Participant - shall mean a
Participant who has attained age 55 and who has completed at least ten years of
participation in the Plan, exclusive of participation in the PAYSOP portion of
the Plan.
<PAGE> 88
Exhibit 99
Page 86 of 102
Appendix A - Sargent Participants
PROVISIONS APPLICABLE TO FORMER
PARTICIPANTS IN THE SARGENT INDUSTRIES, INC.
CASH OR DEFERRED PROFIT SHARING PLAN
Notwithstanding any other provisions of the Plan, the following
provisions apply to individuals who were participants in the Sargent
Industries, Inc. Cash or Deferred Profit Sharing Plan (the "Sargent Plan") on
December 31, 1990 ("Sargent Participant"):
1. Participation. A Sargent Participant shall become a
Participant as of January 1, 1991.
2. Accounts. A Sargent Participant shall have the following
additional Accounts:
(a) Sargent After-Tax Account - a separate account
maintained for each Participant who is a Sargent Participant reflecting his or
her after-tax contributions to the Sargent Plan through December 31, 1990 and
any other amounts allocable to or chargeable to that account.
(b) Sargent Salary Reduction Account - a separate
account maintained for each Participant who is a Sargent Participant reflecting
his or her salary reduction contributions to the Sargent Plan through December
31, 1990 and any other amounts allocable to or chargeable to that account.
<PAGE> 89
Exhibit 99
Page 87 of 102
(c) Sargent Profit Sharing Account - a separate
account maintained for each Participant who is a Sargent Participant reflecting
his or her profit sharing contributions under the Sargent Plan through December
31, 1990 and any other amounts allocable to or chargeable to that account.
3. Withdrawals.
Upon notice to the Pension Committee (in such manner as the
Pension Committee shall prescribe), a Sargent Participant may withdraw certain
amounts from his or her Accounts.
(a) A Sargent Participant may withdraw the amounts set
forth below:
(i) An amount equal to all or a portion of
the credit balance in his or her Sargent After Tax Savings Account, provided
that after any withdrawal of a portion of that credit balance, the credit
balance in that account is at least $5,000.
(ii) In the case of a Sargent Participant who
has attained age 59-1/2, an amount equal to all or a portion of the credit
balance in his or her Sargent Salary Reduction Account, and
(iii) In the case of a Sargent Participant who
has not attained age 59-1/2 and has suffered a financial hardship that meets
the requirements of paragraph (b), an amount equal to all or a portion of the
credit balance in his or her Salary Reduction Account, but the aggregate amount
of withdrawals under this clause (iii) shall not exceed the amount of (x) his
or her contributions credited to his or her Sargent Salary Reduction Account as
of the date of the withdrawal and (y) the portion of the income allocable
thereto
<PAGE> 90
Exhibit 99
Page 88 of 102
which has been credited to the Sargent Participant's Sargent Salary Reduction
Account as of December 31, 1988.
(b) A Sargent Participant may make withdrawals under
clause (a)(iii) of this paragraph 3 if he or she has an immediate and heavy
financial need of the type described in clause (b)(i) and the distribution is
necessary to satisfy the financial need as determined in accordance with clause
(b)(ii) of the paragraph.
(i) Immediate and Heavy Financial Need. A
Sargent Participant must have at least one of the following immediate and heavy
financial needs:
(A) the purchase (excluding mortgage
payments) of the Sargent Participant's principal residence;
(B) unreimbursed medical expenses
described in Section 213 of the Internal Revenue Code incurred by the Sargent
Participant, his or her spouse, children or dependents;
(C) tuition expenses for the next
semester or quarter of post-secondary education for the Sargent Participant or
the Sargent Participant's children or dependents;
(D) rent or mortgage payments to
prevent the eviction from or foreclosure on a Sargent Participant's principal
residence;
<PAGE> 91
Exhibit 99
Page 89 of 102
(ii) A distribution is necessary to satisfy a
Sargent Participant's financial need if all of the following requirements are
met:
(A) The distribution is not in excess
of the amount of the immediate and heavy financial need of the Sargent
Participant;
(B) The Sargent Participant has
withdrawn all amounts available (other than hardship withdrawals under clause
(a)(iii)) and has taken all nontaxable loans available under all plans
maintained by Affiliated Companies;
(C) The Sargent Participant may not
make any Salary Reduction Contributions under the Plan or any elective
contributions or employee contributions to any other plan maintained by an
Affiliated Company for a period of 12 months beginning on the first day of the
month following the receipt of a hardship withdrawal; and
(D) For the Sargent Participant's
taxable year immediately following the taxable year of the withdrawal, the
Sargent Participant may not make Salary Reduction Contributions to the Plan (or
elective contributions to any other plan maintained by an Affiliated Company)
in an aggregate amount greater than the excess of (x) the applicable dollar
amount under Section 402(g) of the Internal Revenue Code for that next taxable
year over (y) the amount of the Sargent Participant's Salary Reduction
Contribution (and other elective contributions) for the taxable year of the
hardship withdrawal.
(c) The Pension Committee shall direct the Trustee to
make payment to the Participant in cash of the amount to be withdrawn; the
payment shall be made as
<PAGE> 92
Exhibit 99
Page 90 of 102
soon as practicable after receipt of the Participant's notice. The Plan
Administrator shall reduce the credit balance (pro rata from each of the
relevant investment funds) in the appropriate accounts of the Participant to
reflect the withdrawal.
4. Vesting.
(a) The credit balance in the Sargent Profit Sharing
Account of a Sargent Participant who becomes an Employee on January 1, 1990
shall be nonforfeitable. The credit balances in a Sargent Participant's
Sargent Salary Reduction Account and Sargent After Tax Account shall be
nonforfeitable.
(b) If a former employee of Sargent Industries, Inc.
becomes an Employee after December 31, 1990 and in accordance with the
provisions of the Sargent Plan in effect on December 31, 1990 he would have had
the right to have his Sargent Profit Sharing Account reinstated, that account
shall be reinstated under the Plan.
<PAGE> 93
Exhibit 99
Page 91 of 102
Appendix B - A-C Compressor Participants
PROVISIONS APPLICABLE TO FORMER
PARTICIPANTS IN THE A-C COMPRESSOR CORPORATION EMPLOYEES'
SAVINGS PLAN AND THE A-C COMPRESSOR CORPORATION SAVINGS PLAN
FOR HOURLY EMPLOYEES
Notwithstanding any other provisions of the Plan, the following
provisions apply to individuals who were participants in the A-C Compressor
Corporation Employees' Savings Plan and the A-C Compressor Corporation Savings
Plan for Hourly Employees (referred to as the "A-C Compressor Plans") on
September 30, 1994 ("A-C Compressor Participant"):
1. Participation. An A-C Compressor Participant shall become
a Participant as of November 1, 1994.
2. Accounts. (a) An A-C Compressor Participant shall have
the following additional Accounts:
(i) A-C Compressor After-Tax Savings Account - a
separate account maintained for each Participant who is an A-C Compressor
Participant reflecting his or her after-tax contributions to the A-C Compressor
Plan through September 30, 1994 and any other another amounts allocable to
chargeable against that account.
<PAGE> 94
Exhibit 99
Page 92 of 102
(ii) A-C Compressor Salary Reduction Account - a
separate account maintained for each Participant who is an A-C Compressor
Participant reflecting his or her salary reduction contributions to the A-C
Compressor Plans through September 30, 1994 and any other amounts allocable to
or chargeable to that account.
(b) An A-C Compressor Participant's matching
contribution account and rollover account under the A- C Compressor Plans shall
be merged effective as of December 31, 1994 with his or her Employer Matching
Account and Rollover Account, respectively.
3. Withdrawals.
Upon notice to the Pension Committee (in such manner as the
Pension Committee shall prescribe), an A-C Compressor Participant may withdraw
certain amounts from his or her Accounts.
(a) An A-C Compressor Participant may withdraw the
amounts set forth below:
(i) In the case of an A-C Compressor
Participant who has attained age 59-1/2, an amount equal to all or a portion of
the credit balance in his or her A-C Compressor Salary Reduction Account, and
(ii) In the case of an A-C Compressor
Participant who has not attained age 59-1/2 and has suffered a financial
hardship that meets the requirements of paragraph (b), an amount equal to all
or a portion of the credit balance in his or her A-C Compressor Salary
Reduction Account, but the aggregate amount of withdrawals under this
<PAGE> 95
Exhibit 99
Page 93 of 102
clause (iii) shall not exceed the amount of his or her contributions credited
to his or her A-C Compressor Salary Reduction Account as of the date of the
withdrawal.
(b) An A-C Compressor Participant may make
withdrawals under clause (a)(ii) of this paragraph 3 if he or she has an
immediate and heavy financial need of the type described in clause (b)(i) and
the distribution is necessary to satisfy the financial need as determined in
accordance with clause (b)(ii) of the paragraph.
(i) Immediate and Heavy Financial Need. An
A-C Compressor Participant must have at least one of the following immediate
and heavy financial needs:
(A) the purchase (excluding mortgage
payments) of the A-C Compressor Participant's principal residence;
(B) unreimbursed medical expenses
described in Section 213 of the Internal Revenue Code incurred by the A-C
Compressor Participant, his or her spouse, children or dependents;
(C) tuition expenses for the next
semester or quarter of post-secondary education for the A-C Compressor
Participant or the A-C Compressor Participant's children or dependents;
(D) rent or mortgage payments to
prevent the eviction from or foreclosure on an A-C Compressor Participant's
principal residence;
(E) any other financial need
designated by the Secretary of the Treasury through the publications of
documents of general applicably in accordance with Section
1.401(k)-1(d)(2)(ii)(3) of the Income Tax Regulations.
<PAGE> 96
Exhibit 99
Page 94 of 102
(ii) A distribution is necessary to satisfy an
A-C Compressor Participant's financial need if all of the following
requirements are met:
(A) The distribution is not in excess
of the amount of the immediate and heavy financial need of the A-C Compressor
Participant;
(B) The A-C Compressor Participant
has withdrawn all amounts available (other than hardship withdrawals under
clause (a)(iii)) and has taken all nontaxable loans available under all Plans
maintained by Affiliated Companies;
(C) The A-C Compressor Participant
may not make any Salary Reduction Contributions under the Plan or any elective
contributions or employee contributions to any other plan maintained by an
Affiliated Company for a period of 12 months beginning on the first day of the
month following the receipt of a hardship withdrawal; and
(D) For the A-C Compressor
Participant's taxable year immediately following the taxable year of the
withdrawal, the A-C Compressor Participant may not make Salary Reduction
Contributions to the Plan (or elective contributions to any other plan
maintained by an Affiliated Company) in an aggregate amount greater than the
excess of (x) the applicable dollar amount under Section 402(g) of the Internal
Revenue Code for that next taxable year over (y) the amount of the A-C
Compressor Participant's Salary Reduction Contribution (and other elective
contributions) for the taxable year of the hardship withdrawal.
(c) The Pension Committee shall direct the Trustee to
make payment to the A-C Compressor Participant in cash of the amount to be
withdrawn; the payment
<PAGE> 97
Exhibit 99
Page 95 of 102
shall be made as soon as practicable after receipt of the Participant's notice.
The Plan Administrator shall reduce the credit balance (pro rata from each of
the relevant investment funds) in the A-C Compressor Participant's A-C
Compressor Salary Reduction Account to reflect the withdrawal.
4. Vesting. The credit balance in an A-C Compressor Participant's A-C
Compressor After-Tax Account and A-C Compressor Salary Reduction Account shall
be nonforfeitable.
<PAGE> 98
Exhibit 99
Page 96 of 102
Appendix C - General Elevator Participants
PROVISIONS APPLICABLE TO FORMER
PARTICIPANTS IN GENERAL ELEVATOR, INC. THRIFT AND
SAVINGS PLAN AND TRUST
Notwithstanding any other provisions of the Plan, the following
provisions apply to individuals who were participants in the General Elevator,
Inc. Thrift and Savings Plan and Trust (the "General Elevator Plan") on
December 31, 1994 ("General Elevator Participant"):
1. Participation. A General Elevator Participant shall
become a Participant as of December 31, 1994.
2. Accounts. A General Elevator Participant shall have the
following additional Accounts set forth below. These accounts are referred to
collectively as the "General Elevator Accounts."
(a) General Elevator After Tax Savings Account - a
separate account maintained for each Participant who is a General Elevator
Participant reflecting his or her after-tax contributions to the General
Elevator Plan through December 31, 1994 and any other amounts allocable to or
chargeable to that account.
(b) General Elevator Salary Reduction Account - a
separate account maintained for each Participant who is a General Elevator
Participant reflecting his or her salary reduction contributions to the General
Elevator Plan through December 31, 1994 and any other amounts allocable to or
chargeable to that account.
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(c) General Elevator Employer Matching Account - a
separate account maintained for each Participant who is a General Elevator
Participant reflecting his or her employer matching contributions under the
General Elevator Plan through December 31, 1994 and any other amounts allocable
to or chargeable to that account.
(d) General Elevator Profit Sharing Account - a
separate account maintained for each Participant who is a General Elevator
Participant reflecting his or her profit sharing contributions under the
General Elevator Plan through December 31, 1994 and any other amounts allocable
to or chargeable to that account.
(e) General Elevator Rollover Account. - a separate
account maintained for each Participant who is a General Elevator Participant
reflecting his or her rollover contributions to the General Elevator Plan
through December 31, 1994 and any other amounts allocable to or chargeable to
that account.
3. Withdrawals.
Upon notice to the Pension Committee (in such manner as the
Pension Committee shall prescribe), a General Elevator Participant to whom
distribution of benefits has not yet commenced under Article 11 may withdraw
certain amounts from his or her Accounts.
(a) A General Elevator Participant may withdraw the
amounts set forth below:
(i) an amount equal to all or a portion of
the credit balance in his or her General Elevator After Tax Savings Account;
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(ii) an amount equal to all or a portion of the
credit balance in his or her General Elevator Rollover Account;
(iii) in the case of a General Elevator
Participant who has attained age 59-1/2, an amount equal to all or a portion of
the credit balances in his or her General Elevator Accounts;
(iv) in the case of a General Elevator
Participant who has a Termination of Employment, all or a portion of the credit
balance in his or her General Elevator Salary Reduction Account;
(v) In the case of an General Elevator
Participant who has not attained age 59-1/2 and has suffered a financial
hardship that meets the requirements of paragraph (b), an amount equal to all
or a portion of the credit balance in his or her General Elevator Salary
Reduction Account, but the aggregate amount of withdrawals under this clause
(v) shall not exceed the amount of his or her contributions credited to his or
her General Elevator Salary Retirement Account as of the date of the
withdrawal.
(b) A General Elevator Participant may make
withdrawals under clause (a)(v) of this paragraph 4 if he or she has an
immediate and heavy financial need of the type described in clause (b)(i) and
the distribution is necessary to satisfy the financial need as determined in
accordance with clause (b)(ii) of the paragraph.
(i) Immediate and Heavy Financial Need. A
General Elevator Participant must have at least one of the following immediate
and heavy financial needs:
(A) the purchase (excluding mortgage
payments) of the General Elevator Participant's principal residence;
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(B) unreimbursed medical expenses
described in Section 213 of the Internal Revenue Code incurred by the General
Elevator Participant, his or her spouse, children or dependents;
(C) tuition expenses for the next
semester or quarter of post-secondary education for the General Elevator
Participant or the General Elevator Participant's children or dependents;
(D) rent or mortgage payments to
prevent the eviction from or foreclosure on a General Elevator Participant's
principal residence;
(ii) A distribution is necessary to satisfy a
General Elevator Participant's financial need if all of the following
requirements are met:
(A) The distribution is not in excess
of the amount of the immediate and heavy financial need of the General Elevator
Participant;
(B) The General Elevator Participant
has withdrawn all amounts (other than hardship withdrawals under clause (a)(v))
and has taken all nontaxable loans available under all plans maintained by the
Affiliated Companies;
(C) The General Elevator Participant
may not make any Salary Reduction Contributions under the Plan or any elective
contributions or employee contributions to any other plan maintained by an
Affiliated Company for a period of 12 months beginning on the first day of the
month following the receipt of a hardship withdrawal; and
(D) For the General Elevator
Participant's taxable year immediately following the taxable year of the
withdrawal, the General Elevator Participant
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may not make Salary Reduction Contributions to the Plan (or elective
contributions to any other plan maintained by an Affiliated Company) in an
aggregate amount greater than the excess of (x) the applicable dollar amount
under Section 402(g) of the Internal Revenue Code for that next taxable year
over (y) the amount of the General Elevator Participant's Salary Reduction
Contribution (and other elective contributions) for the taxable year of the
hardship withdrawal.
(c) The Pension Committee shall direct the Trustee to
make payment to the Participant in cash of the amount to be withdrawn; the
payment shall be made as soon as practicable after receipt of the Participant's
notice. The Plan Administrator shall reduce the credit balance (pro rata from
each of the relevant investment funds) in the appropriate accounts of the
Participant to reflect the withdrawal.
4. Vesting.
(a) General Elevator Employer Matching Account and
General Elevator Profit Sharing Account.
(i) In the case of a General Elevator Participant who is an
Employee on or after December 31, 1994 the credit balances in his or her
General Elevator Employer Matching Account and General Elevator Profit Sharing
Accounts shall be nonforfeitable.
(ii) In the case of a General Elevator Participant who
(x) had a Termination of Employment before December 31, 1994, (y) did not
receive distribution of his entire Vested Interest and (z) did not have a
nonforfeitable interest in the entire credit balance in his or her General
Elevator Employer Matching Account and General Elevator Profit Sharing Account,
a percentage of the credit balances in those accounts shall be
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nonforfeitable based on his years of service determined under the General
Elevator Plans as of December 31, 1994 as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE PERCENTAGE VESTED
---------------- -----------------
<S> <C>
Less than 2 0%
2 25%
3 50%
4 75%
5 or more 100%
</TABLE>
(b) Other General Elevator Accounts. The credit balances in a
General Elevator Participant's General Elevator After-Tax Contribution Account,
General Elevator Salary Reduction Account and General Elevator Rollover Account
shall be nonforfeitable.
(c) Rehired Employee. If a former employee of General
Elevator, Inc. becomes an Employee after December 31, 1994 and in accordance
with the provisions of the General Elevator Plan in effect on December 31, 1994
he would have had the right to have his or her General Elevator Matching
Account or his or her General Elevator Profit Account reinstated, that account
shall be reinstated under the Plan.
6. Distributions -
(a) A General Elevator Participant who has Vested Interest
which exceeds $3,500 may elect to receive distribution of his or her General
Elevator Account by the following methods: as
(i) a single cash payment;
(ii) installments over a period not to exceed the life
expectancy of the Participant and his or her Beneficiary. The amount of each
installment shall be equal to the amount of the General Elevator Participant's
unpaid Vested Interest (determined as of the
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Valuation Date immediately preceding the payment) divided by the number of
remaining payments to be made); or
(iii) a combination of the methods in classes (a)(i) and
(a)(ii) of this Section 6.
