<PAGE> 1
Registration No. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 5, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 95-2579365
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
ROUTE 2, P.O. BOX 220
NORTH STONINGTON, CONNECTICUT 06359
(Address of Principal Executive Offices) (Zip Code)
Analysis & Technology, Inc.
Deferred Compensation Plan
Thomas M. Downie
Analysis & Technology, Inc.
Route 2, P.O. Box 220
NORTH STONINGTON, CONNECTICUT 06359
(Name and address of agent for service)
(203) 599-3910
(Telephone number, including area code, of agent for service)
Copy to:
James I. Lotstein and Katherine Vines Cook
Cummings & Lockwood
CityPlace I
185 Asylum Street
Hartford, Connecticut 06103
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING REGISTRATION
PRICE(1) FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 50,000 shares $ 14.00 $700,000.00 $ 241.38
value
</TABLE>
- --------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) of the general rules and regulations
under the Securities Act of 1933 solely for the purpose of calculating
the registration fee, based upon the last reported sales price of the
common stock on the NASDAQ National Market System on May 31, 1996.
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.
================================================================================
<PAGE> 3
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information concerning the
Analysis & Technology, Inc. Deferred Compensation Plan (the "Plan") of Analysis
& Technology, Inc., a Connecticut corporation ("A&T" or the "Company"),
specified in Item 1 of the Form S-8 Registration Statement under the Securities
Act of 1933 (the "1933 Act"), are not being filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement but will be delivered to eligible employees under the Plan in
accordance with Rule 428(b)(1) under the 1933 Act.
<PAGE> 4
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by A&T with the Securities and Exchange
Commission (the "Commission") are incorporated by A&T and the Plan in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1995; September 30, 1995; and December 31, 1995; and
3. The description of the Company's Common Stock, no par value,
contained in its Registration Statement on Form S-1, Commission File No.
33-2314.
All documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE> 5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Company are entitled to indemnification
pursuant to Connecticut General Statutes Section 33-320a. This statute states as
follows:
a) As used in this section:
(1) "Agent" means any person who is or was an agent of the
corporation and any person who, while an agent of the corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise.
(2) "Corporation" includes any domestic or foreign
corporation or any domestic or foreign predecessor entity of the
corporation in a merger, consolidation or other transaction in which
the predecessor's existence ceased upon consummation of such
transaction.
(3) "Director" means any person who is or was a director of
the corporation and any person who, while a director of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise or as a fiduciary of an employee benefit plan or trust
maintained for the benefit of employees of the corporation or employees
of any other enterprise.
(4) "Eligible outside party" means any person who, although
not a shareholder, director, officer, employee or agent of the
corporation, is or was serving solely at the request of the corporation
as a director, officer, partner, trustee, employee or agent of another
enterprise.
(5) "Employee" means any person who is or was an employee of
the corporation and any person who, while an employee of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise or as a fiduciary of an employee benefit plan or trust
maintained for the benefit of employees of the corporation or employees
of any other enterprise.
(6) "Enterprise" means any other foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
other than an employee benefit plan or trust.
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<PAGE> 6
(7) "Expenses" include attorneys' fees.
(8) "Officer" means any person who is or was an officer of
the corporation and any person who, while an officer of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise or as a fiduciary of an employee benefit plan or trust
maintained for the benefit of employees of the corporation or employees
of any other enterprise.
(9) "Party" includes a person who was, is, or is threatened
to be made, a defendant or respondent in a proceeding.
(10) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and shall include any appeal therein.
(11) "Shareholder" means any person who is or was a
shareholder of the corporation and any person who, while a shareholder
of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of another
enterprise.
b) Except as otherwise provided in this section, a corporation
shall indemnify any person made a party to any proceeding, other than
an action by or in the right of the corporation, by reason of the fact
that he, or the person whose legal representative he is, is or was a
shareholder, director, officer, employee or agent of the corporation,
or an eligible outside party, against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses actually incurred by
him, and the person whose legal representative he is, in connection
with such proceeding. The corporation shall not so indemnify any such
person unless (1) such person, and the person whose legal
representative he is, was successful on the merits in the defense of
any proceeding referred to in this subsection, or (2) it shall be
concluded as provided in subsection (d) of this section that such
person, and the person whose legal representative he is, acted in good
faith and in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person serving as a
fiduciary of an employee benefit plan or trust, either in the best
interests of the corporation or in the best interests of the
participants and beneficiaries of such employee benefit plan or trust
and consistent with the provisions of such employee benefit plan or
trust and, with respect to any criminal action or proceeding, that he
had no reasonable cause to believe his conduct was unlawful, or (3) the
court, on application as provided in subsection (e) of this section,
shall have
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<PAGE> 7
determined that in view of all the circumstances such person is fairly
and reasonably entitled to be indemnified, and then for such amount as
the court shall determine; except that, in connection with an alleged
claim based upon his purchase or sale of securities of the corporation
or of another enterprise, which he serves or served at the request of
the corporation, the corporation shall only indemnify such person after
the court shall have determined, on application as provided in
subsection (e) of this section, that in view of all the circumstances
such person is fairly and reasonably entitled to be indemnified, and
then for such amount as the court shall determine. The termination of
any proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendre or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith or in a manner
which he did not reasonably believe to be in the best interests of the
corporation or of the participants and beneficiaries of such employee
benefit plan or trust and consistent with the provisions of such
employee benefit plan or trust, or, with respect to any criminal action
or proceeding, that he had reasonable cause to believe that his conduct
was unlawful.
c) Except as otherwise provided in this section, a corporation
shall indemnify any person made a party to any proceeding, by or in the
right of the corporation, to procure a judgment in its favor by reason
of the fact that he, or the person whose legal representative he is, is
or was a shareholder, director, officer, employee or agent of the
corporation, or an eligible outside party, against reasonable expenses
actually incurred by him in connection with such proceeding in relation
to matters as to which such person, or the person whose legal
representative he is, is finally adjudged not to have breached his duty
to the corporation, or where the court, on application as provided in
subsection (e) of this section, shall have determined that in view of
all the circumstances such person is fairly and reasonably entitled to
be indemnified, and then for such amount as the court shall determine.
The corporation shall not so indemnify any such person for amounts paid
to the corporation, to a plaintiff or to counsel for a plaintiff in
settling or otherwise disposing of a proceeding, with or without court
approval; or for expenses incurred in defending a proceeding which is
settled or otherwise disposed of without court approval.
d) The conclusion provided for in subsection (b) of this section
may be reached by any one of the following: (1) The board of directors
of the corporation by a consent in writing signed by a majority of
those directors who were not parties to such proceeding; (2)
independent legal counsel selected by a consent in writing signed by a
majority of those directors who were not parties to such proceeding;
(3) in the case of any
II-4
<PAGE> 8
employee or agent who is not an officer or director of the corporation,
the corporation's general counsel; or (4) the shareholders of the
corporation by the affirmative vote of at least a majority of the
voting power of shares not owned by parties to such proceeding,
represented at an annual or special meeting of shareholders, duly
called with notice of such purpose stated. Such person shall also be
entitled to apply to a court for such conclusion, upon application as
provided in subsection (e), even though the conclusion reached by any
of the foregoing shall have been adverse to him or to the person whose
legal representative he is.
e) Where an application for indemnification or for a conclusion
as provided in this section is made to a court, it shall be made to the
court in which the proceeding is pending or to the superior court for
the judicial district where the principal office of the corporation is
located. The application shall be made in such manner and form as may
be required by the applicable rules of the court or, in the absence
thereof, by direction of the court. The court may also direct that
notice be given in such manner as it may require at the expense of the
corporation to the shareholders of the corporation and to such other
persons as the court may designate. In the case of an application to a
court in which a proceeding is pending in which the person seeking
indemnification is a party by reason of the fact that he, or the person
whose legal representative he is, is or was serving at the request of
the corporation as a director, partner, trustee, officer, employee or
agent of another enterprise, or as a fiduciary of an employee benefit
plan or trust maintained for the benefit of employees of any other
enterprise, timely notice of such application shall be given by such
person to the corporation.
f) Expenses which may be indemnifiable under this section
incurred in defending a proceeding may be paid by the corporation in
advance of the final disposition of such proceeding as authorized by
the board of directors upon agreement by or on behalf of the
shareholder, director, officer, employee, agent or eligible outside
party, or his legal representative, to repay such amount if he is later
found not entitled to be indemnified by the corporation as authorized
in this section.
g) A corporation shall not indemnify any shareholder, director,
officer, employee, agent or eligible outside party, other than a
shareholder, director, officer, employee, agent or eligible outside
party who is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise, against judgments, fines, penalties, amounts paid in
settlement and expenses to an extent either greater or less than that
authorized in this section. No provision made a part
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<PAGE> 9
of the certificate of incorporation, the by-laws, a resolution of
shareholders or directors, an agreement, or otherwise on or after
October 1, 1982, shall be valid unless consistent with this section.
Notwithstanding the foregoing, the corporation may procure insurance
providing greater indemnification and may share the premium cost with
any shareholder, director, officer, employee, agent or eligible outside
party on such basis as may be agreed upon. The rights and remedies
provided in this section shall be exclusive.
In addition to the foregoing, the Company maintains officers and
directors liability insurance coverage in the amount of [$6.5 million] which
insures the Company's officers and directors against loss incurred by them for
claims which they may become legally obligated to pay for any error,
misstatement, act, omission, neglect or breach of duty while acting individually
or collectively as directors or officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8(A). EXHIBITS
5.* Opinion of Cummings & Lockwood.
23A* Consent of KPMG Peat Marwick LLP.
23B* Consent of Cummings & Lockwood. (Included as part of Exhibit 5).
24 Power of Attorney (set forth under "Signatures" in this
Registration Statement).
99A* Analysis & Technology, Inc. Deferred Compensation Plan
ITEM 9. UNDERTAKINGS
a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement to include
- -------------------------
* Denotes filed herewith.
II-6
<PAGE> 10
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Town of North Stonington, State of Connecticut, on June
4, 1996.
ANALYSIS & TECHNOLOGY, INC.
/s/ GARY P. BENNETT
-------------------------------
By: Gary P. Bennett
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Town of North Stonington, State of
Connecticut, on June 4, 1996.
ANALYSIS & TECHNOLOGY, INC.
DEFERRED COMPENSATION PLAN
/s/ THOMAS M. DOWNIE
-------------------------------
By: Thomas M. Downie
Committee Member
POWER OF ATTORNEY
We, the undersigned officers and directors of Analysis & Technology,
Inc., hereby severally constitute Gary P. Bennett and David M. Nolf, and each of
them singly, as our attorneys-in-fact with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below, any
and all amendments to this Registration Statement and, in general, to do all
such things in our names and behalf and in our capacities as officers and
directors to enable Analysis & Technology, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, including the filing of such amendments, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, and all that our said attorneys may do or cause
to be done by virtue hereof.
II-8
<PAGE> 12
WITNESS our hand and seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ GARY P. BENNETT June 4, 1996
- ------------------------------------- -------------------------------------
Gary P. Bennett
President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/ DAVID M. NOLF June 4, 1996
- ------------------------------------- -------------------------------------
David M. Nolf, Executive Vice
President, Chief Financial and
Administrative Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JAMES B. FOX June 4, 1996
- ------------------------------------- -------------------------------------
James B. Fox, Director
/s/ LARRY M. FOX June 4, 1996
- ------------------------------------- -------------------------------------
Larry M. Fox, Director
/s/ NELDA S. NARDONE June 4, 1996
- ------------------------------------- -------------------------------------
Nelda S. Nardone, Director
/s/ THURMAN F. NAYLOR June 4, 1996
- ------------------------------------- -------------------------------------
Thurman F. Naylor, Director
/s/ DENNIS G. PUNCHES June 5, 1996
- ------------------------------------- -------------------------------------
Dennis G. Punches, Director
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<PAGE> 13
ANALYSIS & TECHNOLOGY, INC.
Registration Statement on Form S-8
Under the Securities Act of 1933
EXHIBITS
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Number Description of Documents
- ------ ------------------------
5 Opinion of Cummings & Lockwood
23A Consent of KPMG Peat Marwick LLP
23B Consent of Cummings & Lockwood (included in Exhibit 5)
24 Power of Attorney (set forth on the signature page)
99A Analysis & Technology, Inc. Deferred Compensation Plan
<PAGE> 1
Exhibit 5
[CUMMINGS & LOCKWOOD LETTERHEAD]
June 5, 1996
Analysis & Technology, Inc.
Technology Park, Route 2
P.O. Box 220
North Stonington, CT 06359
Re: Analysis & Technology, Inc.
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Analysis & Technology, Inc., a
Connecticut corporation (the "Corporation"), in connection with its registration
statement on Form S-8 being filed on the date hereof (the "Registration
Statement") and relating to 50,000 shares (the "Shares") of common stock, no par
value (the "Common Stock"), of the Corporation which may be acquired by the
Analysis & Technology, Inc. Deferred Compensation Plan (the "Plan") and which
may be distributed to participants therein.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purpose of rendering this opinion, including: (a) the
Certificate of Incorporation of the Corporation; (b) the By-laws of the
Corporation; (c) the Registration Statement; (d) resolutions of the Board of
Directors of the Corporation relating to the approval of the Plan; and (e) the
Plan.
Based upon the foregoing, we are of the opinion that the
Shares will, upon issuance in accordance with the provisions of the Plan, be
validly issued, fully paid and nonassessable.
<PAGE> 2
Analysis & Technology, Inc. -2- June 5, 1996
The opinion contained herein is qualified as follows. While
it is our understanding that the Corporation does not now have any issued but
not outstanding shares, the Corporation may use shares of its Common Stock which
it may hereafter acquire to satisfy its obligation to deliver shares under the
Plan in lieu of issuing new shares. As an opinion with respect to any such
treasury shares which might be delivered to satisfy obligations under the Plan
would require a review of all issuances of stock by the Corporation from the
date of its incorporation, the opinion contained herein is intentionally and
specifically limited to those shares which may hereafter be issued by the
Corporation for delivery pursuant to the Plan.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Cummings & Lockwood
<PAGE> 1
Consent of Independent Auditors
The Board of Directors
Analysis & Technology, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Analysis & Technology, Inc. of our report dated May 5, 1995, relating to
the consolidated balance sheets of Analysis & Technology, Inc. and Subsidiaries
as of March 31, 1995 and 1994, and the related consolidated statements of
earnings, shareholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1995, which report is incorporated by
reference in the March 31, 1995 annual report on Form 10-K of Analysis &
Technology, Inc.
Our report refers to a change in the Company's method of accounting for income
taxes.
Hartford, Connecticut KPMG Peat Marwick LLP
June 5, 1996
<PAGE> 1
ANALYSIS & TECHNOLOGY, INC.
DEFERRED COMPENSATION PLAN
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I ................................................................. 1
Purpose .......................................................... 1
ARTICLE II ................................................................ 1
Definitions ...................................................... 1
2.1. Affiliate ............................................ 1
2.2. Aggregate Deferral ................................... 2
2.3. Annual Deferral ...................................... 2
2.4. Beneficiary .......................................... 2
2.5. Board ................................................ 2
2.6. Committee ............................................ 2
2.7. Contributions ........................................ 2
2.8. Deferral Benefit ..................................... 2
2.9. Deferral Period ...................................... 2
2.10 Deferred Income Account .............................. 2
2.11 Determination Date ................................... 3
2.12 Director ............................................ 3
2.13 Effective Date ....................................... 3
2.14 Employer ............................................. 3
2.15 Gross Salary ......................................... 3
2.16 Participant .......................................... 3
2.17 Participation Agreement .............................. 3
2.18 Performance Incentive Awards ......................... 3
2.19 Plan Administrator ................................... 3
2.20 Plan Year ............................................ 3
2.21 Retirement ........................................... 3
2.22 Spouse ............................................... 4
2.23 Termination .......................................... 4
2.24 Total Compensation ................................... 4
ARTICLE III ............................................................... 4
Administration ................................................... 4
3.1. Committee; Duties .................................... 4
3.2. Agents ............................................... 4
3.3. Procedure ............................................ 4
ARTICLE IV ................................................................ 5
Participation and Deferral Amoun ................................ 5
4.1. Eligibility .......................................... 5
4.2. Participation ........................................ 5
4.3. Deferral Amounts ..................................... 6
4.4. Waiver of Deferral ................................... 6
4.5. Employer Contribution ................................ 6
<PAGE> 3
ARTICLE V ................................................................. 7
Deferred Income Accounts ........................................ 7
5.1. Crediting of Deferred Compensation ................... 7
5.2. Vesting of Deferred Income Account ................... 7
5.3. Determination of Account ............................. 7
5.4. Investment Performance ............................... 8
5.5. Statement of Accounts ................................ 8
5.6. Voting of Securities ................................. 8
5.7. Response to Tender Offers ............................ 8
ARTICLE VI ................................................................ 9
Benefits ......................................................... 9
6.1. Benefit Payments and Form of Benefit ................. 9
6.2. Form of Payment ...................................... 10
6.3. Benefit Commencement ................................. 10
6.4. Retirement ........................................... 10
6.5. Termination .......................................... 10
6.6. Death ................................................ 10
6.7. Hardship Distribution ................................ 11
6.8. Withholding; Payroll Taxe ............................ 11
6.9. Leave of Absence ..................................... 11
6.10 Change of Control .................................... 11
ARTICLE VII ............................................................... 13
Beneficiary Designation .......................................... 13
7.1. Beneficiary Designation .............................. 13
7.2. Amendment, Marital Status ............................ 13
7.3. No Participant Designation ........................... 13
7.4. Effect of Payment .................................... 14
ARTICLE VIII 14
Amendment and Termination of Plan ................................ 14
8.1. Amendment ............................................ 14
8.2. Company's Right to Terminate ......................... 14
ARTICLE IX ................................................................ 14
General Provisions ............................................... 14
9.1. Unsecured General Creditor ........................... 14
9.2. Nonassignability ..................................... 15
9.3. Not a Contract of Employment ......................... 15
9.4. Protective Provisions ................................ 16
9.5. Terms ................................................ 16
9.6. Captions ............................................. 16
9.7. Governing Law ........................................ 16
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<PAGE> 4
9.8. Validity ............................................. 16
9.9. Notice ............................................... 16
9.10 Successors ........................................... 17
9.11 Incompetent Participant or Beneficiary ............... 17
ARTICLE X ................................................................. 17
Claims Procedure ................................................. 17
10.1 Claim .................................................. 17
10.2 Denial of Claim ........................................ 17
10.3 Review of Claim ........................................ 18
10.4 Final Decision ......................................... 18
APPENDIX A - Participation and Deferral Election Agreement
APPENDIX B - Beneficiary Designation and Form of Benefit Election
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<PAGE> 5
ARTICLE I.
Purpose
The purpose of the Deferred Compensation Plan (hereinafter referred to
as the "Plan") is to provide funds upon the retirement, death, or disability of
designated employees of Analysis & Technology, Inc. and those of its Affiliates
which participate in the Plan (hereinafter collectively referred to as the "A&T"
or "Company"). It is intended that the Plan will aid in retaining and attracting
employees by providing a means to supplement their standard of living in
retirement. In addition, the Plan is to provide funds upon the completion of
service or death of a member of the Board of Directors of A&T. The Plan is
intended to be an unfunded arrangement for the purposes of Title I of ERISA and
the Internal Revenue Code.
ARTICLE II.
Definitions
For purposes of this Plan, the following words and phrases shall have
the meanings indicated, unless the context clearly indicates otherwise.
2.1 Affiliate. "Affiliate" means a corporation which is a member of a
controlled group of corporations of which the Company is also a member. A
"controlled group of corporations" shall be defined in accordance with Section
414(b) of the Internal Revenue Code (the "Code") and shall include other
corporations to the extent fixed by the Committee. "Affiliate" also means any
unincorporated business under common control with the Company. "Common Control"
shall be defined in accordance with regulations prescribed by the Secretary
<PAGE> 6
of the Treasury under Section 414(c) of the Code and, to the extent not
inconsistent therewith, in accordance with such rules as may be adopted by the
Committee.
2.2 Aggregate Deferral. "Aggregate Deferral" means the aggregate of
the Salary, Incentive Compensation, Retainer and Meeting Fee Deferrals of a
Participant.
2.3 Annual Deferral. "Annual Deferral" means the amount a Participant
elects to defer annually pursuant to his filed Participation Agreement.
2.4 Beneficiary. "Beneficiary" means the person, persons or entity
designated by the Participant, or as otherwise provided in accordance with
Article VII, to receive any benefits payable under the Plan. Any Beneficiary
designation shall be made in a written instrument filed with the Committee.
2.5 Board. "Board" means the Board of Directors of A&T. Committee.
2.6 "Committee" means the Committee appointed by the Board to
administer the Plan pursuant to Article III.
2.7 Contributions. "Contributions" means for any Plan Year the
amount of total compensation deferred under this Plan for such Plan Year.
2.8 Deferral Benefit. "Deferral Benefit" means the benefit payable
to a Participant pursuant to Article VI.
2.9 Deferral Period. "Deferral Period" means the calendar year for
which Compensation is being deferred as set forth in the Participant's filed
Participation Agreement and Article IV.
2.10 Deferred Income Account. "Deferred Income Account" means the
accounts maintained on the books of the Employer for each Participant pursuant
to Article V. A separate Deferred Income Account shall be maintained for each
Participant. A Participant's Deferred Income Account shall be utilized solely as
a device for the determination of the amounts to be paid to the Participant
pursuant to this Plan. A Participant's Deferred Income Account shall remain an
asset of the Employer, subject to the claims of its creditors.
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2.11 Determination Date. "Determination Date" means the date on which
the value of a Participant's Deferred Income Account is determined as provided
in Article V hereof. The last day of each calendar month shall be a
Determination Date.
2.12 Director. "Director" means an individual who is a Member of the
Board of Directors of A&T and who is not an Employee of the Company.
2.13 Effective Date. "Effective Date" shall be January 1, 1987.
2.14 Employer. "Employer" means Analysis & Technology, Inc. and those
of its Affiliates which, with the approval of the Board, adopt the Plan, and any
successor to the business thereof.
2.15 Gross Salary. "Gross Salary" means the salary paid to an
Employee Participant in respect of a Plan Year and considered to be "wages" for
purposes of federal income tax withholding, but before reduction for
compensation pursuant to this Plan. Gross salary shall include any amounts
deferred in accordance with IRC Section 401(k) and any amounts which qualify
under IRC Section 125.
2.16 Participant. "Participant" means any designated individual who
participates in this Plan by filing a Participation Agreement as provided in
Article IV.
2.17 Participation Agreement. "Participation Agreement" means the
agreement filed with the Committee by a Participant pursuant to Section 4.2.
2.18 Performance Incentive Awards. "Performance Incentive Award"
means the compensation, if any, that is not part of the Employee Participant's
Gross Salary.
2.19 Plan Administrator. The Committee shall be the administrator of
the Plan.
2.20 Plan Year. "Plan Year" means the period from the effective date
of the Plan to December 31, 1987 and any calendar year thereafter.
2.21 Retirement. "Retirement" means termination of an Employee
Participant's service after attainment of age 55 or a Director Participant's
completion of service with A&T.
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2.22 Spouse. "Spouse" means a Participant's wife or husband who was
lawfully married to the Participant immediately prior to receipt of payments
from this Plan.
2.23 Termination. "Termination" means severance from service with the
Company other than Retirement.
2.24 Total Compensation. "Total Compensation" means the sum of the
Gross Salary and the Performance Incentive Award, if any, or the retainer and
meeting fee paid to a Participant during the Plan Year.
ARTICLE III.
Administration
3.1 Committee; Duties. This Plan shall be administered by a committee
(the "Committee") consisting of not less than three individuals who shall be
appointed, from time to time, by the Board of A&T. The Committee shall have the
authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Plan and decide, or resolve, any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan. No member of the Committee may act, vote or otherwise influence a
decision of the Committee specifically relating to his own participation in the
Plan.
3.2 Agents. In the administration of this Plan, the Committee may,
from time to time, employ agents and delegate to them such administrative duties
as it sees fit and may, from time to time, consult with counsel who may be
counsel to the Employer.
3.3 Procedure. All determinations of the Committee shall be made by
not less than a majority of its members present at the meeting at which a quorum
is present. A majority of the entire Committee shall constitute a quorum for the
transaction of business. Any action required or permitted to be taken at a
meeting of the Committee may be taken without a meeting,
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if a unanimous written consent which sets forth the action is signed by each
member of the Committee and filed with the minutes of proceedings of the
Committee. Services on the Committee shall constitute services as an employee of
A&T so that members of the Committee shall be entitled to indemnification for
their services as members of the Committee to the same extent as for services as
employees of A&T.
ARTICLE IV.
Participation and Deferral Amounts
4.1 Eligibility. All employees who are officers of Analysis &
Technology, Inc., all employees who have a Gross Salary of $100,000 per annum or
greater, all members of the Board of Directors who are not employees of A&T or
of an affiliate, and all active participants of the Plan as of December 31,
1993.
4.2 Participation. Participation in the Plan shall be limited to that
class of Employees and Directors eligible to participate pursuant to Section 4.1
and who elect to participate in the Plan by filing a properly completed and
executed Participation Agreement with the Committee not later than December 15,
1987 and each December 15 thereafter (or such later date as the Committee shall
in its sole discretion decide) substantially in the forms annexed hereto as
Appendix A. The Participation Agreement shall provide for an Aggregate Deferral
during the Deferral Period. The election to participate shall be made pursuant
to this Section 4.2 for the following calendar year. Such election shall be
irrevocable for that Plan Year. Employees and Directors entering an eligible
class shall be able to participate in the Plan as of next January 1. For
eligible Employees hired after December 15, 1987 and each December 15
thereafter, participation in the Plan for the following year shall be at the
Committee's discretion
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and a properly completed and executed Participation Agreement must be filed no
later than December 31.
4.3 Deferral Amounts. The Participant shall elect annually, in the
Participation Agreement or on such other form as the Committee shall provide
therefore, the following:
a) Eligible employees can defer up to twenty-five percent (25%) of
their total compensation.
b) Eligible Directors can defer from 10% to 100% of their annual
Director's retainer and meeting fees compensation in increments of 10%.
c) Eligible Director who is Chairman of the Board of Directors can
defer from 10% to 100% of the annual Chairman's retainer compensation in
increments of 10%.
4.4 Waiver of Deferral. The Committee may, in its sole discretion,
grant a waiver or suspension of a Participant's deferral commitment, for the
balance of the Deferral Period, upon a finding that the Participant has suffered
a financial hardship. For purposes of this Plan, financial hardship shall be
determined by the Committee under uniform rules to be adopted by the Committee
and shall include without limitation, a need for cash arising from an illness,
casualty loss, sudden financial reversal, transfer of place of employment or
other such occurrence.
4.5 Employer Contribution. Eligible employees who are officers at the
vice president and above level of Analysis & Technology, Inc. or its
subsidiaries and are eligible for an employer matching contribution in the
employer's or a subsidiary's 401(k) plan, shall receive an employer contribution
of 3% of Total Compensation less the actual employer matching contribution to
the 401(k) plan provided the employee elects to defer under Section 4.3(a) at
least 6% of compensation less the actual employee deferral to the 401(k) plan.
This contribution shall be designated the 401(k) Restitution Plan contribution.
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ARTICLE V.
Deferred Income Accounts
5.1 Crediting of Deferred Compensation. The amount of Total
Compensationn that a Participant elects to defer in respect of each Plan Year
(prorated to reflect the frequency of payments to the Participant during the
calendar year, as indicated below) shall be credited by the Company to the
Participant's Deferred Income Account for such Plan Year on the first day of
each calendar quarter in the case of retainer and meeting fees, as defined in
Section 4.3(b) and (c), on the biweekly paydate in the case of Gross Salary as
defined in Section 4.3(a), and, in the case of Incentive Award, on the date such
Incentive Award is awarded in such Plan Year. The amount credited to a
Participant's Deferred Income Account shall equal the amount deferred except
that the amount may be reduced, at the discretion of the Committee, to the
extent that the Company is required to withhold any taxes or other amounts from
the Participant's deferred compensation pursuant to any federal, state, or local
law that may be enacted in the future.
5.2 Vesting of Deferred Income Account. A Participant shall always be
100% vested in the value of his Deferred Income Account.
5.3 Determination of Account. A Participant's Deferred Income Account,
as of each Determination Date, shall consist of the sum of (i) the balance of
the Participant's Deferred Income Account as of the immediately preceding
Determination Date, (ii) amounts deferred since the immediately preceding
Determination Date pursuant to Article IV and (iii) any investment
earnings/losses credited since the preceding Determination Date. The Deferred
Income Account of each Participant shall be reduced by the amount of all
distributions, if any, made from such Deferred Income Account since the
preceding Determination Date. The investment earnings/losses credited to the
Deferred Income Account in respect of any Plan Year
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shall be based upon investment performance for such Plan Year determined
pursuant to Section 5.4.
5.4 Investment Performance. All Deferred Income Accounts shall be
invested in such investments as the Committee shall deem appropriate. The
Committee may solicit information from the Participants to determine their
investment preference, but no such indication of preference shall be binding on
the Committee.
5.5 Statement of Accounts. The Committee shall submit to each
Participant, after the close of each calendar quarter, a statement in such form
as the Committee deems desirable setting forth the balance to the credit of such
Participant in his Deferred Income Account as of the last day of the calendar
quarter.
5.6 Voting of Securities. The Committee shall vote the Company's
common stock with respect to which investment returns are allocated to the
Deferred Income Account of:
a) A Participant who participates in the Company's Savings and
Investment Plan in the same manner as the securities in the Participant's
Savings and Investment Plan account are voted;
b) A Participant who is not a participant in the Company's Savings
and Investment Plan, or who is a participant in the Company's Savings and
Investment Plan but whose accounts therein are not invested in Company common
stock, in the same proportions as shares of the Company's common stock held in
the Company's Savings and Investment Plan are voted in the aggregate.
5.7 Response to Tender Offers. The Committee shall respond to a tender
offer for shares of the common stock of the Company with respect to which
investment returns are allocated to the Deferred Income Account of:
a) A Participant who participates in the Company's Savings and
Investment Plan in the same manner as the shares of Company in the Participant's
Savings and Investment Plan account are tendered;
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b) A Participant who is not a participant in the Company's Savings
and Investment Plan, or who is a participant in the Company's Savings and
Investment Plan but whose accounts therein are not invested in Company common
stock, in the same proportions as shares of the Company's common stock held in
the Company's Savings and Investment Plan are tendered in the aggregate.
ARTICLE VI.
Benefits
6.1 Benefit Payments . Each Participant entitled to a Deferral Benefit
will 6.1receive a payment pursuant to Section 5.3 and this Section 6.1.
Participants with Deferred Income Accounts exceeding $10,000 may indicate to the
Committee which of the following form of Benefit payment options they prefer.
The Committee, in its sole discretion, shall determine the form of Benefit
payment to be made to each Participant:
a) Lump-Sum Payment. Under this form of payment, the value of a
Participant's Deferred Income Account shall be paid in a single payment.
b) Five-Year Payment. Under this form of payment, the value of a
Participant's Deferred Income Account shall be paid in five annual payments. The
amount of the payments will be: one-fifth of the account balance in year one,
one-quarter of the existing account balance in year two, one-third of the
existing account balance in year three, one-half of the existing account balance
in year four, and 100% of the remaining account balance in year five.
The form of benefit payment shall be requested by the Participant
in his filed Beneficiary Designation and Form of Benefit Election, in the form
annexed hereto as Appendix B, or in other such agreement in the form provided
therefore by the Committee.
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Participants with Deferred Income Accounts of $10,000 or less shall receive
benefits in the form of a lump-sum payment.
6.2 Form of Payment. Except as otherwise provided in this Section 6.2,
all payments shall be made entirely in cash. In the event that investment
returns associated with Company common stock are allocated by the the Committee
to the Deferred Income Account of a Participant during the last accounting
period prior to the commencement of the distribution of the Participant's
benefit, then the Committee may, in its sole discretion, distribute Company
common stock in lieu of its cash value to such Participant, provided that he has
indicated to the Committee a preference for a distribution of Company common
stock.
6.3 Benefit Commencement. Payment of Deferral Benefits shall commence
within 120 days following the Retirement, Termination or Death of a Participant.
Payment of Deferral Benefits may also be made by the Committee, in its sole
discretion, to a Participant who has attained age 55 and has requested the
commencement of his benefits.
6.4 Retirement. Upon a Participant's retirement, in accordance with
Section 2.21, the value of the Deferred Income Account will be determined as of
the Determination Date immediately following his date of retirement pursuant to
Section 5.3 and in accordance with Sections 6.1, 6.3, and 6.7.
6.5 Termination. In the event a Participant terminates his employment
for reasons other than Death or Retirement, the value of the Deferred Income
Account will be determined pursuant to Section 5.3 and in accordance with
Sections 6.1, 6.3, and 6.7. If a Participant ceases to be an employee of the
Company because of the sale or other disposition of A&T or of the assets of an
Affiliate, his employment shall be deemed to have been terminated pursuant to
this Section 6.4.
6.6 Death. Upon the death of a Participant, while employed by the
Company or an Affiliate, the Deferral Benefit shall be paid to the Participant's
Beneficiary in accordance with Sections 6.1, 6.3, and 6.7 as if the Participant
had retired as of the date of his death.
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6.7 Hardship Distribution. The Committee may, in its sole discretion,
upon the finding that the Participant or Beneficiary has suffered a financial
hardship, allow such Participant or Beneficiary to withdraw a portion of his
Deferred Income Account sufficient to eliminate the hardship. Financial hardship
shall be determined by the Committee under uniform rules to be adopted by the
Committee.
6.8 Withholding; Payroll Taxes. To the extent required by the law in
effect at the time payments are made, the Employer shall withhold from payments
made hereunder any taxes required to be withheld for federal, state, or local
government purposes.
6.9 Leave of Absence. If a Participant is on approved leave of
absence, including, without limitation, disability leave while in receipt of
long-term disability payments, he shall be considered as actively employed
(except that no deferrals of income shall be permitted or required from
disability pay) and shall not be entitled to Deferral Benefits until his actual
Retirement or Termination and the cessation of his receipt of benefits as a
current employee, including, without limitation, his receipt of long-term
disability payments. If a Participant becomes employed by an Affiliate that is
not a Participating Employer, such employment shall not be considered to be
Retirement or Termination. If a Participant terminates his employment, commences
receiving Deferral Benefits and returns to employment with A&T or an Affiliate,
payments to him of his Deferral Benefit shall cease until his subsequent
Retirement or Termination, but no repayment to the Plan will be required or
permitted.
6.10 Change of Control. In the event of a Change of Control of A&T (as
hereinafter defined), all Deferred Income Accounts of Participants shall be
determined pursuant to Section 5.3 as of the effective date of the Change in
Control. At the election of the Committee, in the exercise of its sole
discretion, Deferral benefits may become payable immediately following a Change
in Control utilizing such method of payment the Committee shall select, subject
to the limitation set forth in the following sentence. Any payment of Deferral
Benefits pursuant to the preceding sentence shall be reduced to the extent
required so
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that the amount paid pursuant to this Section, when taken together with all
other payments to a Participant under all other A&T or Affiliate plans,
contracts, and agreements, may be paid to a Participant without any of such
payments being non-deductible to the Company under Section 280G, or subject to
tax upon receipt by the Participant under Section 4999, of the Code as then in
effect. In the event it is determined that the amount payable to a Participant
in accordance with the preceding sentence is less than the amount originally
calculated and paid to the Participant, the Participant shall repay the Company
the amount that is necessary so that, after such adjustment, the Participant
will have received or be entitled to receive hereunder the total amount defined
above, with any such repayment to bear interest at the rate specified pursuant
to Section 1272 of the Code. For purposes of this Section 6.9, a Change of
Control shall be deemed to have taken place if: (a) any consolidation or merger
of A&T shall be consummated in which A&T is not the continuing or surviving
corporation or pursuant to which shares of A&T's voting securities would be
converted to cash, securities or other property other than a consolidation or
merger of A&T in which the holders of A&T's voting securities immediately prior
to the merger have the same proportionate ownership of voting securities of the
surviving corporation immediately after the merger; (b) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of A&T shall be
consummated; (c) the shareholders of A&T shall have approved any plan or
proposal for A&T's liquidation or dissolution; (d) any person [as such term is
used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")], other than an A&T Employee Benefit Plan, shall
become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of 20% or more of A&T's outstanding voting securities; or (e) during any
period of two consecutive years, individuals who at the beginning of such period
constitute the entire Board of Directors shall cease for any reason to
constitute a majority thereof unless election, or the nomination for election by
A&T's shareholders, of each new director was
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approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
ARTICLE VII.
Beneficiary Designation
7.1 Beneficiary Designation. Each Participant shall have the right, at
any time, to designate any person, persons, or entity as his Beneficiary or
Beneficiaries to whom payment under the Plan shall be paid in the event of his
death by filing with the Committee a Beneficiary Designation substantially in
the form annexed hereto as Appendix B. Such payment shall be in accordance with
and pursuant to Section 6.1, Section 6.3, and Section 6.7.
7.2 Amendment, Marital Status. If a Participant's compensation is
community property, any designation other than the Spouse made by a Participant
then married shall not be valid or effective to the extent any Beneficiary (or
combination thereof) is to receive more than fifty percent (50%) of such
Participant's aggregate benefits payable hereunder unless the Spouse shall, in
writing, approve such designation. Any Beneficiary designation may be changed by
a Participant by filing such change on a form prescribed by the Committee. The
filing of a new Beneficiary designation will cancel all Beneficiary designations
previously filed for such Plan Year, subject to the first sentence of this
Section 7.2.
7.3 No Participant Designation. If a Participant fails to designate a
Beneficiary as provided above, or if his Beneficiary designation is revoked by
operation of law or otherwise, without execution of a new designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's Beneficiary
shall be deemed to be his estate.
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7.4 Effect of Payment. The completed payment of the balance of all
Deferred Income Accounts shall completely discharge the Company's obligations
under this Plan.
ARTICLE VIII.
Amendment and Termination of Plan
8.1 Amendment. Analysis & Technology, Inc. may at any time amend the
Plan in whole or in part, provided, however, that no amendment shall decrease
the balance to the credit of any Deferred Income Account as of the date of such
amendment.
8.2 Company's Right to Terminate. The Company has the right to amend,
suspend, or terminate the Plan at any time and for any reason. The consent of
any Participant, Beneficiary, other Company, or other person shall not be
requisite to such amendment, suspension, or termination of the plan. Upon the
termination of the Plan, with respect to existing deferrals, each Participant
shall receive, in a lump sum, the balance of his Deferred Income Account.
ARTICLE IX.
General Provisions
9.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of the Company. Except as otherwise provided
in this Section 9.1, no assets of the Company shall be held under any trust for
the benefit of Participants, their Beneficiaries, heirs, successors, or assigns,
or held in any way as collateral security from the fulfilling of the
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obligations of the Company under this Plan. The Company may enter into a Trust
Agreement with a Trustee appointed by the Company for the purpose of segregating
any assets earmarked for the provision of benefits payable hereunder. The Trust
Agreement shall be in such form and contain such provisions as the Company may
deem appropriate, including, but not limited to, provisions with respect to the
powers and authority of the Trustee (including the management of funds and/or
providing investment options and retirement elections under the Plan) and
provisions authorizing the Company to settle the accounts of the Trustee on
behalf of all persons having an interest in the Plan.. For purposes of this
Plan, any and all of the Company's assets (including any such assets held in
trust) shall be, and remain, the general, unpledged, unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Company to pay money in the future.
9.2 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder. All payments and the rights to
all payments are expressly declared to be unassignable and nontransferable. No
part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, or decrees
(except Qualified Domestic Relations Orders from a court of competent
jurisdiction pursuant to the Retirement Equity Act of 1984), or transferred by
operation of law in the event of a Participant's or any Beneficiary's bankruptcy
or insolvency.
9.3 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Company
and the Participant, and the Participant (or his Beneficiary) shall have no
rights against the Company except as may otherwise be specifically provided
herein. Moreover, nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of the Company or to
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eliminate the Company's right to discipline or discharge him at any time for any
reason whatsoever.
9.4 Protective Provisions. A Participant or beneficiary will cooperate
with the Company by furnishing any and all information requested by the Company,
in order to facilitate the payment of benefits hereunder, and taking such other
action as may be requested by the Company or the Committee.
9.5 Terms. Whenever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the plural or
in the singular, as the case may be, in all cases where they would so apply.
9.6 Captions. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
9.7 Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of Connecticut.
9.8 Validity. In case any provisions of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provisions had never been inserted herein.
9.9 Notice. Any notice or filing required or permitted to be given to
the Committee under this Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the Committee at the
principal office of A&T. Such notice shall be deemed given as of the date of
delivery, or if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.
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9.10 Successors. The provisions of this Plan shall bind and inure to
the benefit of the Company and its successors and assigns. The term successors
as used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Company, and successors of
any such corporation or other business entity.
9.11 Incompetent Participant or Beneficiary. In the event that it shall
be found upon evidence satisfactory to the Committee that any Participant or
Beneficiary to whom a benefit is payable under this Plan is unable to care for
his affairs because of illness or accident, any payment due (unless prior claim
therefore shall have been made by a duly authorized guardian, or other legal
representative) may be paid, upon appropriate indemnification of the Committee,
to the Spouse or other person deemed by the Committee to have incurred expense
for such Participant. Any such payment shall be a payment for the account of the
Participant and shall be a complete discharge of any liability of the Plan
therefore.
ARTICLE X.
Claims Procedure
10.1 Claim. Any person claiming a benefit, requesting an interpretation
or ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee which shall respond in writing within 45
days of the request.
10.2 Denial of Claim. If the claim or request is denied, the written
notice of denial shall state:
a) The reason for denial, with specific reference to the Plan a)
provisions on which the denial is based.
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b) A description of any additional material or information
required and an explanation of why it is necessary.
c) An explanation of the Plan's claim review procedure.
10.3 Review of Claim. Any person whose claim or request is denied or
who has not received a response within 45 days may request review by notice
given in writing to the Committee. The claim or request shall be reviewed by the
Committee who may grant the claimant a hearing, or request a hearing, to clarify
any related matters which it deems appropriate. On review, the claimant may be
entitled to representation, may examine pertinent documents, and may submit
issues and comments in writing.
10.4 Final Decision. The decision on review shall normally be made by
the Committee within 60 days of the date of the appeal. If an extension of time
is required for a hearing or other special circumstances, the claimant shall be
notified and the time limit shall be 120 days. The decisions shall be in writing
and shall state the reason and the relevant Plan provisions and shall be
conclusive and binding on all parties.
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