PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 1996
Commission File No. 1-996
(A) Full title of the plan and the address
of the plan, if different from that of
the issuer named below:
GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
One High Ridge Park
Stamford, Connecticut 06904
(B) Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office:
GENERAL SIGNAL CORPORATION
One High Ridge Park
Stamford, Connecticut 06904
PAGE 2
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: Pages
Report of Independent Auditors 4
Statements of Financial Condition as of
December 31, 1996 and December 31, 1995 5-6
Statements of Income and Changes in
Participants' Equity for the years
ended December 31, 1996, December
31, 1995 and December 31, 1994 7-9
Notes to Financial Statements 10-20
All schedules are omitted as the required
information is presented in the Financial
Statements.
(b) Exhibits:
4.1 General Signal Corporation Savings and Stock
Ownership Plan as amended and restated October
17, 1996 (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporate Benefits Committee has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
BY /s/ Thomas A. Cunnane
Member of the Corporate
Benefits Committee
DATE: May 6, 1997
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PAGE 4
REPORT OF INDEPENDENT AUDITORS
The Corporate Benefits Committee
General Signal Corporation
We have audited the accompanying statements of financial condition of
the General Signal Corporation Savings and Stock Ownership Plan as of
December 31, 1996 and 1995, and the related statements of income and changes
in participants' equity for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the General
Signal Corporation Savings and Stock Ownership Plan at December 31, 1996 and
1995, and the results of its operations and changes in participants' equity
for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Fund Information in the
Statement of Financial Condition and Statement of Income and Changes in
Participants' Equity is presented for purposes of additional analysis rather
than to present the financial condition and income and changes in
participants' equity of each fund. The Fund Information has been subjected
to the auditing procedures applied in our audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Ernst & Young LLP
Stamford, Connecticut
April 2, 1997
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PAGE 5
<TABLE>
GENERAL SIGNAL CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Financial Condition With Fund Information
December 31, 1996
<CAPTION>
Assets Fidelity Fixed Income General Signal S&P
Puritan Fund Common Stock 500 Equity
Fund Fund Index Fund Total
<S> <C> <C> <C> <C> <C>
Investments, at market:
General Signal Corporation Common Stock,
2,572,296 shares (cost $79,425,546) $109,971,981 $109,971,981
Bankers Trust S&P 500 Equity Index Fund,
23,423 shares (cost $24,730,840) $39,826,805 39,826,805
Fidelity Puritan Fund
2,557,239 shares(cost $40,813,615) $44,086,808 44,086,808
Guaranteed interest contracts $70,896,806 70,896,806
Dividends and interest receivable 436,391 294 2 436,687
Cash and Short Term Investments 2,396 5,548,035 1 2 5,550,434
Contributions receivable:
Employee 0 37,693 1,162,076 527,110 1,726,879
Employer 0 0 880,077 0 880,077
Participant Loans 542,665 998,152 1,450,190 554,287 3,545,294
Other assets 27,456 27,567 59,146 24,638 138,807
TOTAL ASSETS $44,659,325 $77,944,644 $113,523,765 $40,932,844 $277,060,578
Liabilities and Participants' Equity
Liabilities:
Advances from General Signal $70,000 $490,000 $718,456 $80,000 $1,358,456
Due to/(from) other funds 48,367 (304,054) 1,879,584 (1,623,897) 0
Other liabilities 12,500 6,000 18,500
Participants' equity 44,540,958 77,746,198 110,925,723 42,470,743 275,683,622
TOTAL LIABILITIES &
PARTICIPANTS' EQUITY: $44,659,325 $77,944,644 $113,523,765 $40,932,844 $277,060,578
</TABLE>
See accompanying notes to financial statements.
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^L
PAGE 6
<TABLE>
GENERAL SIGNAL CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Financial Condition With Fund Information
December 31, 1995
<CAPTION>
Assets Fidelity Fixed Income General Signal S&P
Puritan Fund Common Stock 500 Equity
Fund Fund Index Fund Total
<S> <C> <C> <C> <C> <C>
Investments, at market:
General Signal Corporation Common Stock,
2,426,368 shares (cost $69,613,867) $78,553,664 $78,553,664
Bankers Trust S&P 500 Equity Index Fund,
19,939 shares (cost $15,603,559) $26,946,057 $26,946,057
Fidelity Puritan Fund
2,063,601 shares(cost $31,748,455) $35,101,848 $35,101,848
Guaranteed interest contracts $75,879,578 $75,879,578
Dividends and interest receivable 358,774 2 358,776
Cash and Short Term Investments 11,391,890 11 11,391,901
Contributions receivable:
Employee 180,315 504,711 838,731 138,517 1,662,274
Employer 827,119 827,119
Participant Loans 443,389 1,087,170 1,050,148 357,590 2,938,297
Other assets 14,233 36,954 29,089 10,224 90,500
TOTAL ASSETS $35,739,785 $89,259,077 $81,298,762 $27,452,390 $233,750,014
Liabilities and Participants' Equity
Liabilities:
Advances from General Signal $70,000 $490,000 $677,463 $80,000 $1,317,463
Due to/(from) other funds 608,521 2,259,077 (2,158,305) (709,293)
Other liabilities 12,500 7,346 19,846
Participants' equity 35,061,264 86,497,500 82,779,604 28,074,337 232,412,705
TOTAL LIABILITIES &
PARTICIPANTS' EQUITY: $35,739,785 $89,259,077 $81,298,762 $27,452,390 $233,750,014
</TABLE>
See accompanying notes to financial statements.
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PAGE 7
<TABLE>
GENERAL SIGNAL CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Income and Changes in Participants' Equity With Fund Information
For the fiscal year ended December 31, 1996
<CAPTION>
Fidelity Fixed Income General Signal S&P
Puritan Fund Common Stock 500 Equity
Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $276 $5,280,963 $12,121 $503 $5,293,863
Dividend 2,144,554 0 2,443,918 64 4,588,536
Realized gain on
investments 3,846,329 0 5,195,355 3,556,755 12,598,439
Increase/(decrease) in unrealized
appreciation (80,201) 938 21,606,637 3,753,467 25,280,841
5,910,958 5,281,901 29,258,031 7,310,789 47,761,679
Contributions
Participating employees 4,058,410 6,397,715 8,381,679 3,287,338 22,125,142
Employer net of forfeitures 0 0 10,594,878 0 10,594,878
4,058,410 6,397,715 18,976,557 3,287,338 32,720,020
Interfund transfers 2,318,410 (4,552,611) (5,145,065) 7,379,266 0
Withdrawals by participating employees
(7,640,106) (22,608,541) (17,428,927) (7,570,600) (55,248,174)
Loans to participants (176,274) (566,565) (622,693) (153,611) (1,519,143)
Loan repayments 355,865 598,955 743,271 330,550 2,028,641
Assets transferred from prior trustee 4,652,431 6,763,702 2,364,945 3,839,348 17,620,426
Expenses 0 (65,858) 0 (26,674) (92,532)
Net changes in participants' equity 9,479,694 (8,751,302) 28,146,119 14,396,406 43,270,917
Participants' equity,
December 31, 1995 35,061,264 86,497,500 82,779,604 28,074,337 232,412,705
Participants' equity,
December 31, 1996 $44,540,958 S77,746,198 $110,925,723 $42,470,743 $275,683,622
</TABLE>
See accompanying notes to financial statements.
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PAGE 8
<TABLE>
GENERAL SIGNAL CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Income and Changes in Participants' Equity With Fund Information
For the fiscal year ended December 31, 1995
<CAPTION>
Fidelity Fixed Income General Signal S&P
Puritan Fund Common Stock 500 Equity
Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest 11 5,327,274 4,242 38 5,331,565
Dividend 975,538 2,314,126 39 3,289,703
Realized gain on
investments 1,154,228 3,471,643 1,618,539 6,244,410
Increase/(decrease) in unrealized
appreciation 4,157,194 (2,303,225) 5,530,496 7,384,465
6,286,971 5,327,274 3,486,786 7,149,112 22,250,143
Contributions
Participating employees 3,784,557 6,653,520 6,914,094 2,617,929 19,970,100
Employer net of forfeitures 8,928,494 8,928,494
3,784,557 6,653,520 15,842,588 2,617,929 28,898,594
Interfund transfers (370,902) (1,721,086) (973,445) 3,065,433
Withdrawals by participating employees
(5,252,154) (18,335,754) (13,262,347) (4,673,286) (41,523,541)
Loans to participants 18,078 75,312 (221,073) 47,008 (80,675)
Loan repayments 277,569 795,395 516,836 174,388 1,764,188
Assets transferred from prior trustee 693,086 1,537,697 661,910 542,341 3,435,034
Expenses (82,690) (19,500) (102,190)
Net changes in participants' equity 5,437,205 (5,750,332) 6,051,255 8,903,425 14,641,553
Participants' equity,
December 31, 1994 29,624,059 92,247,832 76,728,349 19,170,912
Participants' equity,
December 31, 1995 $35,061,264 $86,497,500 $82,779,604 $28,074,337 $232,412,705
</TABLE>
See accompanying notes to financial statements.
-8-
PAGE 9
<TABLE>
GENERAL SIGNAL CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Income and Changes in Participants' Equity With Fund Information
For the fiscal year ended December 31, 1994
<CAPTION>
Fidelity Fixed Income General Signal S&P
Puritan Fund Common Stock 500 Equity
Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 894 $5,986,522 $ 20,204 $ 1,674 $ 6,009,294
Dividends 965,668 0 2,001,658 726 2,968,052
Realized gain/(loss) on investments
(note 4) 1,597,759 0 1,901,098 1,325,642 4,824,499
Increase/(decrease) in unrealized
appreciation (note 5) (1,960,366) 0 (7,841,479) (1,064,209) (10,866,054)
$ 603,955 $5,986,522 ($3,918,519) $ 263,833 $ 2,935,791
Contributions (notes 2 and 3):
Participating employees $ 3,231,089 $6,960,562 $ 6,166,398 $ 2,174,340 $ 18,532,389
Employer-net of forfeitures
of $222,223 0 0 8,595,584 0 8,595,584
$ 3,231,089 $6,960,562 $14,761,982 $ 2,174,340 $ 27,127,973
Interfund transfers 3,082,277 (2,204,418) 667,793 (1,545,652) 0
Withdrawals by participating employees
(note 2) (5,281,196) (16,700,377) (9,106,128) (2,745,174) (33,832,875)
Loans to participants (note 2) (171,231) (687,732) (285,671) (167,600) (1,312,234)
Loan repayments 253,933 516,232 446,546 159,654 1,376,365
Assets transferred from prior trustee 0
Assets transferred to successor trustee 0
Expenses 0 (72,818) 0 (28,915) (101,733)
Net changes in participants' equity $ 1,718,827 ($6,202,029) $ 2,566,003 ($1,889,514) ($3,806,713)
Participants' equity, December 31, 1993 $27,905,232 98,449,861 $74,162,346 21,060,426 221,577,865
Participants' equity, December 31, 1994 $29,624,059 $92,247,832 $76,728,349 $19,170,912 $217,771,152
</TABLE>
See accompanying notes to financial statements.
PAGE 10
GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Investments
The market values of equity securities owned by the General Signal
Corporation Savings and Stock Ownership Plan (the "Plan") are based upon the
closing market quotation on December 31 of the respective plan year. Gains
and losses from the distribution and disposition of equity securities are
determined based upon the average cost of the applicable securities.
The investments of the fixed income fund are currently invested in
investment contracts issued by various insurance companies and banks, as well
as in U. S. Government mortgage-backed securities. These investments are
valued at historical costs. (see note 2)
Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
Withdrawals and Loans
Withdrawals and loans are payable as of the Valuation Date (March 31,
June 30, September 30 or December 31) for all withdrawal and loan requests
received at least 15 days prior to the Valuation Date (see note 2).
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
2. Plan Description
The purpose of the Plan is to encourage employees to make and continue
careers with the Employer by providing eligible employees with a vehicle to
save part of their income on a regular and long term tax-deferred basis, to
strengthen their interest in General Signal Corporation ("Corporation") and
its profitability by the investment of Employer contributions in Corporation
Common Stock, and to provide a supplemental source of retirement income. As
used in the Plan, the term "Employer" means the Corporation and any other
organization which is designated by appropriate action of the Corporation's
Human Resources Officer as a participating employer under the Plan, and which
adopts the Plan by appropriate action of its board of directors or
other governing body, as applicable.
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PAGE 11
The Plan is an individual account plan under which a participant's
benefits are based on amounts contributed to the Plan by the participant and
by the Employer on his behalf, as adjusted by income, expenses, gains and
losses which may be allocated to such participant's accounts under the Plan.
The Plan is intended to comply with the provisions of Section 404(c) of
the Employee Retirement Income Security Act of 1974, as amended and that as a
result the fiduciaries of the Plan may be relieved of liability for any
losses which result from the investment instructions given by a participant.
Tax Deferred and Taxed Contributions - Each employee who elects to
participate in the Plan (a "Member") may elect to have his Employer make
contributions to the Plan on his behalf from such Member's total earnings
paid by an Employer ("Compensation") by a periodic payroll reduction in an
amount equal to at least 3% but not more than 17% of his Compensation (in
whole percentages), as determined by the Member ("Tax Deferred
Contributions").
A Member may also elect to make contributions to the Plan on an
after-tax basis ("Taxed Contributions") from his Compensation by periodic
payroll deduction in an amount not to exceed 10% of his Compensation (in
whole percentages), subject to a minimum of 3% of Compensation for a Member
who has not elected any Tax Deferred Contributions. The aggregate percentage
of Tax Deferred Contributions and Taxed Contributions may not exceed 17% of
the Member's Compensation for any period. Tax Deferred Contributions and
Taxed Contributions will hereinafter be collectively referred to as "Member
Elected Contributions".
A Member's Tax Deferred Contributions may not exceed $7,000 (subject to
cost-of-living adjustment- $9,500 for 1996 and 1997) for any calendar year.
To the extent an election of Tax Deferred Contributions would exceed this
limitation for any Member, it shall automatically be treated as an election
of Taxed Contributions (subject to the 10% limitation on Taxed Contributions).
A Member may discontinue or change his rate of Member Elected
Contributions as of any quarterly Enrollment Date on at least 15 days prior
written notice to his Employer. A Member may not have discontinued
contributions made up, but may resume having contributions made on his
behalf as of any quarterly Enrollment Date by filing the appropriate
enrollment application.
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PAGE 12
Matching Contributions - On behalf of each Member in its employ who has
completed one year of Continuous Employment and is having Tax Deferred
Contributions made to this Plan or has contributed Tax Deferred Contributions
on a year to date basis equal to 3% of his Compensation for the entire Plan
Year, each Employer will make matching contributions ("Matching
Contributions")to the Plan for each month, out of current or accumulated
earnings and profits, equal to either 4% of each such Member's Compensation
if such Member elected to invest at least 3% of such Member's Compensation
for such period in the Company Stock Fund or 3% of each such Member's
Compensation if such Member did not elect to invest at least 3% of such
Member's Compensation for such period in the Company Stock Fund, less any
amount of forfeitures then to be applied to reduce such Matching
Contributions.
The portion of the Plan consisting of Matching Contributions (and any
income, expenses, gains and losses allocable thereto) is intended to
constitute a stock bonus plan under Section 401(a) of the Code which
qualifies as an Employee Stock Ownership Plan ("ESOP") under Section
4975(e)(7) of the Internal Revenue Code (the "Code"). Accordingly, Matching
Contributions shall be invested in Corporation Common Stock but may be held
in investments of a short-term nature pending investment in Corporation
Common Stock. Certain additional provisions set forth in the Plan will apply
if the Plan incurs an "Acquisition Loan" to acquire shares of Corporation
Common Stock.
Member Elected Contributions and Matching Contributions are paid monthly
to The Chase Manhattan Bank, the "Trustee"). The Member Elected
Contributions will be invested in one or more Investment Funds which are made
available from time to time by the Corporation's Investment Committee for such
purpose as selected by the Member in 25% increments; provided, however, that
if the Member elects to invest 3% of such Member's Compensation in the Company
Stock Fund, the applicable 25% increments shall apply to any additional Member
Elected Contributions. The current Investment Funds available are as follows:
(A) Fidelity Puritan Fund - The Fidelity Puritan Fund is primarily an
income fund with a secondary emphasis on growth. The fund's investment
emphasis is on producing income while preserving the capital of its
investors. However, since the portfolio is comprised of common and preferred
stocks, as well as bonds, the fund may also obtain growth of capital. The
Fidelity Puritan Fund is a mutual fund managed by Fidelity Management &
Research Company.
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PAGE 13
(B) Fixed Income Fund - The purpose of the Fixed Income Fund is to
provide a way to achieve steady income with Member Elected Contributions. As
of August 6, 1992, this fund is managed by T. Rowe Price Stable Asset
Management, Inc. Due to the size of assets managed and experience in
managing similar funds, T. Rowe Price Stable Asset Management, Inc. is able
to obtain competitive rates on a daily basis, thoroughly research and monitor
the credit quality of the issuers and provide adequate liquidity and
diversification of the portfolio. The fund is currently invested in
investment contracts issued by various insurance companies and banks, as well
as in U.S. Government mortgage-backed securities. These investments are
typically unsecured contractual obligations under which the issuer agrees to
repay principal and accrued interest over a specified period of time. The
terms, interest rates and the duration of the investment contracts will vary
from time to time depending on the terms negotiated and on prevailing
interest rates. The interest rate earned by Members is a composite
reflecting the weighted average of all investments in the Fixed Income Fund,
and it changes daily. While the contracts provide for the return of
principal and an effective rate of interest for a specified period of time,
the Corporation has no control over the investment policies or fund
management of the institutions and can assume no responsibility for any
losses a Member may experience by investing in the Fixed Income Fund.
Therefore, the creditworthiness of each issuer should be considered in the
evaluation of this fund.
The Plan has investments in guaranteed interest contracts with the
following companies at December 31, 1996 and December 31, 1995:
December 31, December 31,
1996 1995
Canada Life $6,313,029 $6,319,279
John Hancock Ins. Co. 5,875,869 5,570,332
Metropolitan Life 2,845,391 5,335,324
Mutual Benefit Life 23,745,391 22,781,406
New York Life 7,412,346 3,143,465
Principal Mutual Life
Insurance Company 7,359,088 7,238,862
Protective Life Insurance 4,985,154 0
Provident National 4,414,197 4,146,284
Prudential Insurance Co.
of America 5,693,103
State Mutual Companies 5,306,127
T Rowe Price Stable Value Fund 4,250,159 0
Union Bank of Switzerland 3,696,182 10,345,396
Total Contracts $70,896,806 $75,879,578
The guaranteed investment contracts ("GICS") held by the Plan
are fully benefit-responsive and as such have been recorded at their contract
value on the face of the financial statements in accordance with Statement of
Position ("SOP") 94-4. The average yield for these GICS for the years ended
December 31,1996 and 1995 was 6.25% and 6.60%, respectively. The crediting
interest rates for the GICS ranged from 5.10% to 7.49% and 5.1% to 8.85% at
December 31, 1996 and 1995, respectively. Based upon the GIC interest rates
available at December 31,1996, the fair value of the investment contracts is
approximately $70,635,775 at that date. The Plan's intention is to hold the
GIC's until maturity and to make withdrawals from them only to pay benefits
in the normal course of operations of the Plan. The difference between the
fair value and contract value is not allocable to individual participants.
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PAGE 14
(C) Company Stock Fund - The Company Stock Fund is available for
employees who choose to invest in shares of the Corporation Common
Stock. The purpose of this fund is to provide employees the opportunity to
invest directly in the Corporation and share in its future. Member Elected
Contributions and dividends will be invested in whole and fractional shares
of Corporation Common Stock. Shares will be purchased on the open market or
directly from the Corporation out of its treasury shares at the fair market
value of the stock under the direction of the Trustee.
(D) S&P 500 Equity Index Fund - The assets of the S&P 500 Equity Index
Fund are invested in a Standard & Poor's 500 Equity Index Fund managed by
Bankers Trust Company. The objective of the fund is to provide investment
results which approximate the overall performance of the common stocks
included in the Standard and Poor's Composite Index of 500 stocks.
The Trustee or the investment manager, as the case may be, may in its
discretion temporarily invest any part of any Fund in selected short-term
investments either through direct investment or through the medium of a
commingled fund or funds. Amounts held in the Trust from time to time
pending investment in the applicable investment fund, or pending payment of a
withdrawal or distribution may be held by the Trustee uninvested or may be
invested in short-term instruments at the direction of the Corporation.
Upon 15 days advance written notice, a participating employee may on the
applicable January 1, April 1, July 1, or October 1, change the allocation of
his future contributions, and may elect to transfer his Member Elected
Contributions from one investment fund to another. Employer contributions
are invested in General Signal Common Stock; provided, however that a Member
may transfer part or all of the balance of his Matching Contribution Account
which represents the amount of the company matching contributions previously
made to either the Best Power Technology, Inc. Retirement Investment Plan and
Trust or the Retirement Savings Plan for Employees of Data Switch Corporation
to another investment fund. Once an employee attains age 55 and has
completed five years of continuous employment, he may transfer Matching
Contributions to the three other investment funds.
The number of participants in each investment fund at December 31, 1996
was as follows:
Fidelity Puritan Fund - 3,843
Fixed Income Fund - 4,745
Company Stock Fund- 8,262
S&P 500 Equity Index Fund - 3,773
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PAGE 15
Withdrawals are provided for in the following order:
Under certain circumstances (as described below), a Member may make
withdrawals from his Accounts while he is still an employee. Each Member is
entitled to two withdrawal requests during any calendar year. All withdrawals
must be made as of the Valuation Date which follows by at least 15 days the
date on which the Corporate Benefits Committee receives notice of the
withdrawal request. Payment to a Member will occur approximately 6 weeks
after the Valuation Date. No investment experience will be applied to the
withdrawal after the Valuation Date.
Withdrawals made prior to termination of employment with the Employer
will be charged (i) first, to the Member's Taxed Contribution Account; (ii)
second, the Member's Matured Stock Account (vested portion of Matching
Contributions), provided that withdrawal of amounts attributable to
Matching Contributions made less than 24 months prior to the effective date
of the withdrawal may not be made by one who has not been a Member for at
least 60 months prior to that effective date; (iii) third, to the Member's
Tax Deferred Contribution Account if the withdrawal is after such Member has
attained age 59 and 1/2 without proof of hardship; and (iv) fourth, to the
Member's Tax Deferred Contribution Account but only if the withdrawal is on
account of hardship and is approved by the Corporate Benefits Committee.
However, only the amount of the Tax Deferred Contributions (but no earnings
thereon) may be included in a hardship withdrawal on or after January 1, 1989.
The withdrawal may be authorized only to the extent necessary to satisfy the
hardship.
In addition, pursuant to rules and regulations established by the Board,
a Member may obtain a loan from the Plan which shall be charged against such
Member's Accounts. The amount of such a loan may not in the aggregate exceed
the balance in the Member's Accounts exclusive of amounts attributable to
Matching Contributions made on his behalf (whether vested or unvested).
The Board shall prescribe the interest rate charged on loans, the maximum
loan term, the minimum and maximum amounts of loans, the security for loans
(which shall include the value of a Member's Accounts), the method and timing
of repayment and other requirements as it shall deem appropriate, subject to
Internal Revenue Code and Department of Labor regulations. Loans shall be
available to all Members on a non-discriminatory basis.
Upon a Member's termination of service by reason of retirement, after
completion of at least five years of continuous employment, disability or
death, the balance of his Accounts will be distributed to him (or in the
case of his death, to his beneficiary) as soon as practicable following the
Valuation Date coincident with or next following such termination of service.
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Page 16
Other Termination of Employment - If a Member terminates employment with
the Employer for any reason other than death, disability or retirement, and
prior to completion of five years of continuous employment, he must elect
either:
(A) to make one last in-service withdrawal of all or part of his Taxed
Contribution Account and his Matured Stock Account and to leave the balance
of his Accounts in the Plan until his rights to all Matching Contributions
have become nonforfeitable;
(B) to receive the value of all of his Accounts (other than his Matching
Contribution Account), and to forfeit his unvested Matching Contribution
Account subject to the Member's right to restore such forfeited amount in
accordance with the Plan; or
(C) to defer receipt of all amounts until his rights to all Matching
Contributions credited to his Matching Contribution Account on the date of
his termination of employment become nonforfeitable.
A Member electing to defer receipt of his Accounts at termination under
(A) or (C) above may nevertheless elect at some subsequent date, before all
Matching Contributions have become nonforfeitable, to receive the value of
all his Accounts together with all Matching Contributions which at that date
have become nonforfeitable in accordance with (B) above.
If the amount credited to a Member's Accounts exceeds $3,500, the
distribution will not commence prior to the Member's attainment of age 62
unless the Member consents to the distribution.
If a Member's employment with the Employer terminates and he is not
reemployed before incurring five consecutive one-year breaks in service, the
balance of his Matching Contributions Account will be forfeited as of
December 31 of the calendar year in which occurs the fifth such consecutive
one-year break in service. Amounts forfeited on account of termination of
employment prior to vesting will be applied, as soon as practicable, to
reduce the Employer's Matching Contributions to the Plan.
-16-
Page 17
3. Vesting Rights of Members
The portion of a Member's account which consists of his contributions
and the net investment income allocated thereto is 100% vested at all times.
The portion of a Member's account which consists of Matching Contributions
and the net investment income allocated thereto becomes vested after an
employee completes 5 years of continuous employment, attains age 55 and
terminates employment, becomes disabled or dies or after the end of the third
full calendar year following the calendar year for which such contributions
were made. Members will be fully vested in the event the Plan is terminated.
4. Realized Gain on Sales of Investments
YEAR ENDED DECEMBER 31
1996 1995 1994
Fidelity Puritan Fund
Proceeds received on sales $12,678,466 $5,837,245 $7,077,267
Cost of shares sold 8,832,137 4,683,017 5,499,508
Realized gain $3,846,329 $1,154,228 1,597,759
General Signal Common Stock
Proceeds received on sales $38,229,643 $16,937,395 $8,531,760
Cost of shares sold 33,034,288 13,465,752 6,630,662
Realized gain $5,195,355 $3,471,643 $1,901,098
S&P 500 Equity Index Fund
Proceeds received on sales $12,015,707 $4,250,167 $5,500,642
Cost of shares sold 8,458,952 2,631,628 4,175,128
Realized gain $3,556,755 $1,618,539 $1,325,642
Total realized gain $12,598,439 $6,244,410 $4,824,499
-17-
PAGE 18
5. Unrealized Appreciation (Depreciation) of Investments
YEAR ENDED DECEMBER 31
1996 1995 1994
Fidelity Puritan Fund
Unrealized appreciation
(depreciation)
at: Beginning of fiscal year $3,353,393 ($803,801) $1,156,565
End of fiscal year 3,273,192 3,353,393 (803,801)
Increase/(decrease) ($80,201) $4,157,194 ($1,960,366)
General Signal Common Stock
Unrealized appreciation
(depreciation)
at: Beginning of fiscal year $8,939,797 $11,243,022 $19,084,501
End of fiscal year 30,546,434 8,939,797 11,243,022
Increase/(decrease) $21,606,637 ($2,303,225) ($7,841,479)
S&P 500 Equity Index Fund
Unrealized appreciation
(depreciation)
at: Beginning of fiscal year $11,342,498 $5,812,002 $6,876,211
End of fiscal year 15,095,964 11,342,498 ($5,812,002)
Increase/(decrease) $3,753,467 $5,530,496 ($1,064,209)
Total unrealized appreciation/
(depreciation) $25,279,903 $7,384,465 ($10,866,054)
-18-
PAGE 19
6. Federal Income Taxes
The Plan has secured a favorable determination as a qualified plan under
Section 401(a) of the Code and that the Trust created under the Plan is
exempt from Federal income tax under Section 501(a) of the Code. The
participating employees are not subject to Federal Income Tax on investment
income or on the Tax Deferred Contributions and Matching Contributions
until such funds are distributed from the Plan.
7. Administrative Costs
All costs of administering the Plan are borne by the Corporation on
behalf of the Plan; provided, however, that on and after April 1, 1991, that
all investment expenses related to each applicable investment fund will be
paid pro rata from the accounts of each Member's share of such investment
fund.
8. Investment in Mutual Benefit Life Insurance Company
Guaranteed Investment Contract
In 1991, the Plan entered into a Guaranteed Investment Contract ("GIC")
with Mutual Benefit Life Insurance Company (Mutual Benefit). The GIC was
scheduled to begin payouts of interest on March 1, 1992 and was to mature in
three installments (September 1993, March 1994 and September 1994).
On July 16, 1991, Mutual Benefit was placed in rehabilitory
conservatorship by a New Jersey state court, which resulted in a freeze on
withdrawals. This resulted from Mutual Benefit's request to the New Jersey
State Insurance Commissioner to place the company in a "rehabilitation"
status following unusually large and unexpected demands for cash withdrawals.
Mutual Benefit requested this action to protect its assets from the continued
drain of these withdrawals. Mutual Benefit has continued to make regular
payments to policy-holders and to pay death benefits. However, group annuity
payments, which included the Plan's GIC, were temporarily suspended.
-19-
Page 20
On January 28, 1994, the Superior Court of New Jersey issued an order
approving the final Plan of Rehabilitation for Mutual Benefit. Each contract
has been restructured and transferred to MBL Life Assurance Corporation. The
rehabilitation plan allowed contractholders to elect to receive their
contract value less a 45% penalty in 1994 or their contract value plus
interest (at a rate which will depend on the performance of underlying
assets) over a five year period beginning in the year 2000. In addition,
Mutual Benefit may defer distribution of the contract value for an additional
seven years if necessary to satisfy obligations to all contractholders.
Since the rehabilitation plan provides for the payment of 100% of the
principal amount of the contract and the plan sponsor has selected the option
to continue to hold the contract to maturity ("opt-in"), the contract is
recorded at 100% of its contract value in the financial statements.
9. Assets Transferred from Prior Trustee
During 1996, assets amounting to $17,620,426 were transferred to the Plan
from the Best Power Technology, Inc. Retirement Investment Plan and Trust and
the Retirement Savings Plan for Employees of Data Swith Corporation.
During 1995, assets amounting to $3,435,034 were transferred to the Plan from
the Fairbanks Morse Pump Corporation Profit Sharing Plan and Trust.
10. Amendment
The Plan was amended effective as of October 17, 1996 to allocate certain
responsibility which previously had been the responsibility of the Corporate
Pension Board of the Corporation, to the Corporate Benefits Committee, the
Investment Committee and management.
The Corporate Benefits Committee is generally responsible for the
administration, interpretation and compliance requirements under the
applicable laws pertaining to the Plan and is the "name fiduciary" for
administration of the Plan. The Corporate Benefits Committee consists of at
least three members who are appointed by the Personnel and Compensation
Committee of the Board of Directors.
The Investment Committee is generally responsible for all assets of the
Plan and is the "named fiduciary" for all assets of the Plan. The Investment
Committee consists of at least three members who are appointed by the Finance
Committee of the Board of Directors.
11. Withdrawn Participants
At December 31, 1996 and 1995, participants equity includes $10.6 million
and $9.0 million, respectively, to be distributed in the subsequent year to
participants withdrawing from the Plan.
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EXHIBIT 4.1
GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
As Amended and Restated October 17, 1996
040997
TABLE OF CONTENTS
ARTICLE PAGE
I PURPOSE I-1
II DEFINITIONS II-1
III ELIGIBILITY AND MEMBERSHIP III-1
IV MEMBER ELECTED CONTRIBUTIONS IV-1
V EMPLOYER CONTRIBUTIONS V-1
VI MEMBERS' ACCOUNTS VI-1
VII INVESTMENT ELECTIONS VII-1
VIII VESTING VIII-1
IX IN SERVICE WITHDRAWALS IX-1
X DISTRIBUTIONS AT TERMINATION OF EMPLOYMENT X-1
XI DISTRIBUTION OF EXCESS DEFERRALS XI-1
XII DISTRIBUTION OF EXCESS CONTRIBUTIONS XII-1
XIII DISTRIBUTION OF EXCESS AGGREGATE XIII-1
CONTRIBUTIONS
XIV APPLICATION OF FORFEITURES XIV-1
XV TRUST XV-1
XVI ADMINISTRATION XVI-1
XVII APPROVAL BY THE INTERNAL REVENUE SERVICE XVII-1
XVIII GENERAL PROVISIONS XVIII-1
XIX AMENDMENT, TERMINATION AND MERGER XIX-1
XX TRANSFERS OF ACCOUNTS FROM OTHER PLANS XX-1
XXI TOP-HEAVY PROVISIONS XXI-1
ARTICLE I
PURPOSE
1.1 The purpose of the General Signal Corporation Savings and
Stock Ownership Plan is to encourage employees to make and
continue careers with General Signal Corporation and its
participating subsidiaries by providing eligible employees with an
efficient and convenient way to save part of their income on a
regular and long term tax-preferred basis, to strengthen their
interest in the Company and its profitability by the investment of
all Employer contributions and all Member Elected Contributions
which the Member so directs in the Common Stock of General Signal
Corporation, and to provide a supplemental source of retirement
income.
1.2 The Plan was established effective January 1, 1976, and was
amended from time to time thereafter. The provisions of this
restated Plan apply to all contributions made under the Plan with
respect to all payrolls paid on or after this restatement. The
provisions of the Plan as in effect from time to time prior to
this restatement will continue to apply to all contributions made
with respect to prior years, unless otherwise specifically
provided.
1.3 The Plan as amended and restated and its related Trust are
intended to qualify as a plan and trust which meet the
requirements of Sections 401(a), 401(k) and 501(a) of the Internal
Revenue Code of 1986, as from time to time amended.
ARTICLE II
DEFINITIONS
2.1 When used in the Plan, the following terms, when capitalized,
have the meanings set forth below:
(a) "Accounts" means the separate accounts maintained by
the Corporate Benefits Committee on behalf of each Member,
pursuant to Section 6.1, to reflect the Member's interest in the
Trust Fund.
(b) "Act" means the Employee Retirement Income Security Act
of 1974, as from time to time amended.
(c) "Beneficiary" means the person or persons designated by
the Member or otherwise determined in accordance with Section
18.8.
(d) "Corporate Benefits Committee" means the Corporate
Benefits Committee appointed to administer the Plan in accordance
with Article XVI.
(e) "Board of Directors" means the Board of Directors of
the Company.
(f) "Code" means the Internal Revenue Code of 1986, as from
time to time amended. References to specific sections of the Code
are deemed to be references to any comparable section or sections
of any future legislation that amends, supplements or supersedes
such sections.
(g) "Company" means General Signal Corporation, a New York
Corporation.
(h) "Compensation" means the amount which an Employee
receives as salary from the Employer including management
incentive compensation, sales incentives and commissions, overtime
pay, vacation pay, holiday pay, night shift bonus, as reported for
federal income tax purposes, and before any reduction for Tax
Deferred Contributions or for any salary deferred amounts not
included in gross income pursuant to Section 125 of the Code, but
excluding any payments under the Company's stock option plans or
Long Term Incentive Compensation Plan, moving and living
allowances, retainers, severance payments, any special payments
made for services performed outside his regular duties and other
special payments. Effective January 1, 1994, Compensation for any
calendar year shall be limited to $150,000 (or such larger amount
as may be determined by the Internal Revenue Service).
(i) "Continuous Employment" means the following:
(1) Continuous Employment is the number of full years,
completed months and days of service with the Controlled Group
from the Employee's original date of hire to his severance from
service date, including periods of layoff, leave of absence or
other temporary breaks in service not in excess of 12 complete
months. For this purpose, an Employee's "original date of hire"
is the date on which he first performs an hour of service for
which he is entitled to payment for the performance of duties for
an Employer or a member of the Controlled Group; an Employee's
"severance from service date" is the earlier of the date on which
the Employee quits, retires, is discharged, or dies, or the first
anniversary of the first date of absence for any other reason (but
only if the Employee returns to active employment within the
authorized period of time). In determining whether an Employee
has incurred a severance from service date, an absence from work
for any period not in excess of 12-consecutive months which begins
on or after January 1, 1985 (i) by reason of the pregnancy of the
Employee, (ii) by reason of the birth of a child of the Employee,
(iii) by reason of the placement of a child with the Employee in
connection with the adopting of such child by such Employee, or
(iv) for purposes of caring for such child for a period beginning
immediately following such birth or placement, shall be treated as
Continuous Employment for this purpose.
(2) Continuous Employment will be preserved during the
first 12 complete months following the last day of active
employment, but not thereafter, and only if the Employee returns
to active employment within the authorized period of time.
(3) If an Employee is absent from the service of the
Controlled Group because of service in the uniformed services of
the United States and he returns to service with the Controlled
Group having applied to return while his reemployment rights were
protected by law, the absence shall be included in his Continuous
Employment.
(j) "Controlled Group" means any company which is a member
of a controlled group of corporations (as defined in Section
414(b) of the Code) which also includes as a member the Employer;
any trade or business under common control (as defined in Section
414(c) of the Code) with the Employer; any organization (whether
or not incorporated) which is a member of an affiliated service
group (as defined in Section 414(m) of the Code) which includes
the Employer; and any other entity required to be aggregated with
the Employer pursuant to regulations under Section 414 (o) of the
Code. Notwithstanding the foregoing, for purposes of Section 6.3,
the definitions in Sections 414(b) and (c) of the Code shall be
modified by substituting the phrase "more than 50 percent" for the
phrase "as least 80 percent" each place it appears in Section
1563(a)(1) of the Code.
(k) "Disability" means a Member's physical or mental
incapacity which continues for a period of 6 consecutive months
and would entitle him to benefits under his Employer's disability
plan, or for which disability benefits under the Social Security
Act are payable.
(l) "Effective Date" means January 1, 1976.
(m) "Employee" means each person who is employed by an
Employer but does not include:
(i) a person who is neither a citizen nor a resident of the
United States and who receives no earned income from any Employer
which constitutes income from sources within the United States,
(ii) any employee of an organization who becomes employed by
an Employer as a result of the acquisition of that organization by
the Employer, unless and until the Human Resources Officer
otherwise determines (for purposes of this Plan, the date of the
acquisition will be considered the employee's date of hire unless
the Human Resources Officer determines otherwise),
(iii)any person included in a unit of employees who are
covered by a collective bargaining agreement which does not
expressly provide for participation in this Plan, or
(iv) a leased employee (as defined in Section 414(n) of the
Code; provided, however, that if a leased employee becomes an
Employee, prior service as a leased employee shall be recognized
for eligibility and vesting purposes.
(n) "Employer" means the Company or any of its subsidiaries or
affiliates which may elect to participate in the Plan with the
consent of the Human Resources Officer.
(o) "Enrollment Date" means January 1, 1976, or the first day of
any calendar quarter thereafter.
(p) "Five percent owner" means with respect to a corporation, any
person who owns (or is considered as owing within the meaning of
section 318 of the code) more than 5% of the outstanding stock of
the corporation, or stock possessing more than 5% of the total
voting power of the corporation.
(q) "Highly Compensated Employee" means for a Plan Year
commencing on or after January 1, 1997, any employee of the
Controlled Group (whether or not eligible for membership in the
Plan) who
(1) was a Five Percent Owner for such Plan Year or the prior Plan
Year, or
(2) for the preceding Plan Year received compensation (as defined
in Section 414(q)(4) of the Code) in excess of $80,000, and, if
the Employer so elects, was among the highest 20 percent of
employees for the preceding Plan Year when ranked by such
compensation paid for that year excluding, for purposes of
determining the number of such employees, such employees as the
Corporate Benefits Committee may determine on a consistent basis
pursuant to Section 414(q) of the Code. The $80,000 dollar amount
in the preceding sentence shall be adjusted from time to time for
cost of living in accordance with Section 414(q) of the Code.
Notwithstanding the foregoing, employees who are nonresident
aliens and who receive no earned income from the Controlled Group
which constitutes income from sources within the United States
shall be disregarded for all purposes of this Section.
The provisions of this Section shall be further subject to such
additional requirements as shall be described in Section 414(q) of
the Code and its applicable regulations, which shall override any
aspects of this Section inconsistent therewith.
(r) "Human Resources Officer" means the chief human resources
officer of the Company.
(s) "Investment Committee" means the Investment Committee
provided for in Article XVI of this Plan.
(t) "Investment Funds" means:
(1) The "Company Stock Fund" which is a fund for the
investment by the Trustee of Matching Contributions and designated
Member Elected Contributions in Stock, and
(2) Such other funds which may be established from time to
time by Investment Committee pursuant to Section 7.2 and the Trust
Agreement for the investment of Member Elected Contributions.
(u) "Matching Contributions" means the contributions made by the
Employers pursuant to Section 5.1. The portion of the Plan
consisting of Matching Contributions (as adjusted for earnings and
losses attributable thereto) constitutes an employee stock
ownership plan as defined in Section 4975(e)(7) of the Code and a
stock bonus plan as described in Section 401(a) of the Code. Such
portion of this Plan is hereinafter referred to as the "ESOP".
The assets of the ESOP shall be invested primarily in qualifying
employer securities as defined by Section 4975(e)(8) of the Code.
(v) "Member" means an Employee who has satisfied the requirements
for membership in the Plan specified in Article III. An
individual will continue to be considered a Member until all
Accounts maintained on his behalf have been either distributed or
forfeited.
(w) "Member Elected Contributions" means the Tax Deferred
Contributions and Taxed Contributions which a Member elects to
have made under Article IV.
(x) "Plan" means this General Signal Corporation Savings and
Stock Ownership Plan as it may be amended from time to time.
(y) "Plan Year" means (i) the calendar year beginning on the
Effective Date and each calendar year thereafter prior to January
1, 1989, (ii) the period January 1, 1989 through November 30, 1989
(iii) commencing December 1, 1989 the 12-month period commencing
on each December 1 and ending on the succeeding November 30 until
November 30, 1991, (iv) the period December 1, 1991 through
December 31, 1991 and (v) commencing January 1, 1992, the calendar
year, and each calendar year thereafter.
(z) "Retirement" means the Member's termination of service for
any reason with the Controlled Group on or after age fifty-five
(55).
(aa) "Stock" means the Common Stock, par value of $1.00 per
share, of the Company.
(bb) "Tax Deferred Contributions" means contributions made under
Section 4.1 of this Plan at a Member's election pursuant to
Section 401(k) of the Code and which, as to a Member, are
considered tax deferred under Section 401(k) of the Code, but in
an amount not to exceed $7,000 (as adjusted under Section 402(g)
of the Code) or such greater amount which may be permitted to be
contributed to the Plan on a tax deferred basis under a qualified
cash or deferred arrangement under Section 401(k) of the Code.
(cc) "Taxed Contributions" means Member contributions made
under this Plan which do not qualify for deferral under Section
401(k) of the Code.
(dd) "Trust Agreement" means the instrument or instruments
executed between the Company and the Trustee or Trustees named
therein which provides for the receiving, holding, investing, and
disposing of the Trust Fund.
(ee) "Trust Fund" means the assets of the Plan held by the Trustee
or Trustees.
(ff) "Trustee" means the trustee or trustees at any time acting
under the Trust Agreement or Trust Agreements.
(gg) "Valuation Date" means the last business day of any calendar
quarter on which the New York Stock Exchange is open for trading.
2.2 Gender. Except when otherwise indicated by the context, any
masculine terminology also includes the feminine.
ARTICLE III
ELIGIBILITY AND MEMBERSHIP
3.1 Eligibility. As of any Enrollment Date the individuals who
are eligible to participate in this Plan and become Members are
all those who:
(a) are Employees and
(b) are receiving Compensation.
3.2 Membership. An eligible Employee can become a Member on any
Enrollment Date only if:
(a) the person has elected to have either Tax Deferred
Contributions or Taxed Contributions made to the Plan as specified
in Article IV,
(b) the person has signed the enrollment form prescribed by
the Corporate Benefits Committee and filed it with his Employer at
least fifteen (15) days prior to his applicable Enrollment Date,
and
(c) the person is still an Employee and receiving
Compensation on his Enrollment Date.
ARTICLE IV
MEMBER ELECTED CONTRIBUTIONS
4.1 Tax Deferred Contributions. A Member, unless he ceases to be
an Employee, may elect to defer each pay period an amount equal to
at least 3% but not more than 17% (only a whole percentage can be
elected) of the Compensation which otherwise would have been paid
to him during that period and have that amount contributed under
the Plan on his behalf by his Employer as a Tax Deferred Contribu-
tion; provided, however, that, even though the amount is not equal
to a full percentage of Compensation, a Member may elect to make
aggregate Tax Deferred Contributions of $7,000 (as adjusted under
the provisions of Section 402(g)(5) of the Code), or such greater
amount which may be permitted to be contributed to the Plan on a
tax deferred basis under a qualified cash or deferred arrangement
under Section 401(k) of the Code, in any taxable year; and further
provided that such Tax Deferred Contributions shall not exceed the
amount permitted to be contributed under the provisions of Section
415(c) of the Code or under the actual deferral percentage test
under Section 401(k) (3)(A)(ii) of the Code and the regulations
thereunder.
4.2 Taxed Contributions. A Member may elect to make Taxed
Contributions for each pay period by payroll deductions in an
amount equal to any whole number percentage of his Compensation
not to exceed 10% of his Compensation subject to a minimum of 3%
for a Member who has not elected any Tax Deferred Contributions.
In addition, a Member's election of Tax Deferred Contributions
shall automatically be treated as an election of Taxed Con-
tributions (subject to the 10% limitation on Taxed Contributions)
to the extent additional Tax Deferred Contributions may not be
made by reason of the limitation set forth in Section 2.1(bb).
4.3 Aggregate Limitation on Tax Deferred Contributions and Taxed
Contributions. Notwithstanding the foregoing provisions of
Section 4.1 and 4.2, the aggregate percentage of Tax Deferred
Contributions and Taxed Contributions may not exceed 17%.
4.4 Change in Contribution Rate. A Member may discontinue or
change his rate of Member Elected Contributions only as of an
Enrollment Date by filing the appropriate notice with his Employer
at least 15 days prior to the applicable Enrollment Date. A
Member may not have discontinued contributions made up, but may
resume having contributions made as of any Enrollment Date by
filing the enrollment election specified in Section 3.2.
4.5 Change in Employment Status.
(a) A Member who ceases to be an Employee, but who remains
in the employment of the Controlled Group, will have his Member
Elected Contributions automatically discontinued as of the date of
change of employment status. Such Member's Elected Contributions
may be resumed on any Enrollment Date after he again becomes an
Employee by filing the enrollment election specified in Section
3.2, but discontinued contributions cannot be made up.
(b) No Member Elected Contributions will be made to the
Plan for any period in which the Member is not receiving
Compensation.
4.6 Payment of Member Elected Contributions to Trustee. As soon
as practicable, but in no event later than 15 days after the last
day of each month, the Employers will pay to the Trustee the
amount of each Member's Elected Contributions for each payroll
paid in the month.
4.7 Modification of Member Elected Contributions to Satisfy Code
Requirements.
(a) In order to satisfy the deferral percentage limitations
imposed by Section 401(k)(3) of the Code or the actual
contribution percentage limitation imposed by Section 401(m)(3) of
the Code, the Corporate Benefits Committee may, at any time, in
its sole discretion and without the prior consent of affected
Members respectively limit the percentage of Tax Deferred
Contributions and/or Taxed Contributions elected by either all
Members or all Members who are Highly Compensated Employees. Such
limitation will be imposed to the extent deemed necessary by the
Corporate Benefits Committee.
If any Member's Tax Deferred Contribution rate is
limited pursuant to this Section or the limitation set forth in
Section 2.1(bb), the rate at which the Member has elected to make
Taxed Contributions may be considered increased to the extent that
his Tax Deferred Contribution rate has been decreased. A Member's
Taxed Contributions for the Plan Year may not exceed 10% of the
Member's Compensation for the Plan Year unless the Member is
precluded by Section 6.3 from having any Tax Deferred Contribu-
tions made to the Plan, in which case the Member's Taxed Contribu-
tions will be limited to 13% of his Compensation for the Plan Year
(any refund to the Member to comply with this limitation will be
made as soon as practicable after the end of the Plan Year). In
no event, however, shall a Member's Taxed Contributions exceed 10%
of the Member's aggregate Compensation for all of the Plan Years
of his participation in the Plan.
(b) For purposes of determining whether the Plan satisfies
the deferral percentage limitation imposed by Section 401(k)(3) of
the Code,
(1) the actual deferral percentage specified in
Section 401(k)(3)(B) of the Code for each Member will be the ratio
of the Tax Deferred Contribution allocated to the Member's
Accounts for the Plan Year to the Member's compensation which
meets the requirements of Section 414(s) of the Code and the
regulations thereunder for the Plan Year, and
(2) If an individual has not satisfied the eligibility
requirements set forth in Section 3.1 of this Plan during any part
of the Plan Year, Compensation received by such person during that
period will not be included in determining the person's "actual
deferral percentage" within the meaning of Section 401(k)(3)(B) of
the Code.
(c) All Member Elected Contributions are subject to the
limitations imposed in Section 6.3.
4.8 Contributions During Period Of Military Leave.
(a) Without regard to any limitations on contributions set forth
in this Article IV, a Member who is credited with Continuous
Employment under the provisions of Section 2.1(i)(3) because of a
period of service in the uniformed services of the United States,
may elect to contribute to the Plan the Tax Deferred Contributions
and Taxed Contributions that could have been contributed to the
Plan in accordance with the provisions of the Plan had the person
remained continuously employed by the Employer throughout such
period of absence ("make-up contributions"). The amount of make-
up contributions shall be determined on the basis of the Member's
Compensation in effect immediately prior to the period of absence,
and the terms of the Plan at such time. Any Tax Deferred
Contributions and Taxed Contributions so determined shall be
limited as provided in the preceding Sections of this Article IV
and Sections 5.5 and 6.3 with respect to the Plan Year or Years to
which such contributions relate rather than the Plan Year in which
payment is made. Any payment to the Plan described in this
paragraph shall be made during the period, beginning with the date
of reemployment or October 13, 1996, if later, whose duration is
the lesser of three times the period of absence or five years.
Earnings (or losses) on make-up contributions shall be credited
commencing with the date the make-up contribution is made in
accordance with the provisions of Article VI.
(b) With respect to a Member who makes the election
described in paragraph (a) above, the Employer shall make Matching
Contributions on the make-up contributions in the amount described
in the provisions of Sections 5.1, as in effect for the Plan Year
to which such make-up contributions relate. Employer Matching
Contributions shall be made during the period described in
paragraph (a) above. Earnings (or losses) on Matching
Contributions shall be credited commencing with the date the
contributions are made in accordance with the provisions of
Article VI. Any limitations on Matching Contributions described
in Sections 5.1, 5.5 or 6.3 shall be applied with respect to the
Plan Year or Years to which such contributions relate rather than
the Plan Year or Years in which payment is made.
(c) All contributions under this Section 4.8 are considered
"annual additions," as defined in Section 415(c)(2) of the Code,
and shall be limited in accordance with the provisions of Section
6.3 with respect to the Plan Year or Years to which such
contributions relate rather than the Plan Year in which payment is
made.
ARTICLE V
EMPLOYER CONTRIBUTIONS
5.1 Matching Contributions. On behalf of each Member in its
employ who has completed one year of Continuous Employment and is
having Tax Deferred Contributions made to this Plan pursuant to
Section 4.1 or has contributed Tax Deferred Contributions on a
year to date basis equal to 3% of his Compensation for the entire
Plan Year (or who would have had Tax Deferred Contributions made
on his behalf but for the limitations imposed in Sections 2.1 (bb)
4.1 or 6.3 of the Plan and who is making Taxed Contributions at
the rate of at least 3% of his Compensation), as of any Enrollment
Date, each Employer will make Matching Contributions to the Plan
for each month, out of current or accumulated earnings and
profits, equal to either 4% of each such Member's Compensation if
such Member elected to invest at least 3% of such Member's
Compensation for such period in the Company Stock Fund or 3% of
each such Member's Compensation if such Member did not elect to
invest at least 3% of such Member's Compensation for such period
in the Company Stock Fund, less any amount of forfeitures then to
be applied to reduce the Matching Contributions pursuant to
Section 14.1; provided, however, that no Matching Contributions
shall be made with respect to Compensation for any period during
which a Member's right to make Member Elected Contributions is
suspended by reason of a withdrawal of matched Taxed Contributions
(see Section 93). The Matching Contributions are made expressly
conditional on the Plan satisfying the provisions of Sections 4.1
and 5.5. If any portion of the Tax Deferred Contributions or
Taxed Contributions to which the Matching Contributions relate is
returned to the Member under Article XI or XII, the corresponding
Matching Contribution shall be forfeited and if any amount of the
Matching Contribution is deemed an excess aggregate contribution
under Article XIII, such amount shall be forfeited or distributed
in accordance with the provisions of that Section.
5.2 Profit Requirement. In the event that any Employer is
prevented from making its share of such Contributions it would be
required to make as provided above because it has neither current
nor accumulated earnings and profits, or because its current or
accumulated earnings and profits are insufficient to make the
required contribution, then the required Contribution or that
portion of it in excess of the Employer's current or accumulated
earnings and profits, if any, which the Employer is so prevented
from making will be made for the Employer by the other Employers
who have current or accumulated earnings and profits. If more than
one of the other Employers has current or accumulated earnings and
profits, then each such Employer will be charged and pay that
portion of the prevented Contribution which bears the same ratio
to the total prevented Contributions as that Employer's current or
accumulated earnings and profits (adjusted for its own
Contribution deductible for the concurrent period without regard
to its share of the said prevented Contribution) bears to the
total current or accumulated earnings and profits of all Employers
having such earnings and profits (adjusted to their Contributions
deductible without regard to their share of the prevented
Contribution); and, in making this determination, current
accumulated earnings and profits for such period shall be computed
as of the close of the concurrent period without diminution by
reason of any dividends during the concurrent period, and current
accumulated earnings and profits shall be computed as of the
beginning of the concurrent period. Notwithstanding the above
provisions of this paragraph, with respect to any period for which
a consolidated federal income tax return is to be filed for all
Employers, any required Contribution which an Employer may be
prevented from making may be made for such Employer by any one or
more of the other Employers on the above basis or any other basis
that the Company may determine. The provisions of this paragraph
will apply only to those Employers under the Plan which are
Members of the "affiliated group" including the Company as the
term "affiliated group" is defined in Section 1504(a) of the Code.
5.3 Payment to the Trustee. As soon as practicable after the end
of each month, each Employer will pay or transfer to the Trustee
the amount of its Matching Contributions for such month.
5.4 Plan Expenses.
(a) The expenses applicable to each Investment Fund,
including (i) investment management fees and (ii) all proper
charges and disbursements incurred with respect to each Investment
Fund (including brokerage fees, transfer taxes, consulting fees,
and any other expenses related to each applicable Investment Fund)
shall be paid out of the Trust Fund and allocated to and deducted
from the Accounts of Members based on the Members' pro rata share
of each applicable Investment Fund unless such expenses are paid
directly by each Employer.
(b) Except for expenses applicable to each Investment Fund
(see Section 5.4(a)), all costs and expenses incurred in
administering the Plan, including the fees and expenses of the
Trustees and of counsel and other administrative expenses, shall
be paid by each Employer.
(c) Taxes, if any, on assets held by the Trustee or on any
income derived therefrom, and which are payable by the Trustee,
shall be paid out of the Trust Fund, and allocated to and deducted
from the Accounts of Members based on the Members' pro rata share
of all Investment Funds of the Trust Fund.
5.5 Limitations under Section 401(m) of the Code. In no event
shall the Matching Contributions and Taxed Contributions exceed
the limitations set forth in Section 401(m) of the Code and the
regulations thereunder, including the multiple use of the
alternative limitation under Section 401(m) (9) of the Code.
ARTICLE VI
MEMBERS' ACCOUNTS
6.1 Types of Accounts. In addition to the Accounts maintained by
the Corporate Benefits Committee with respect to Plan Years
beginning before January 1, 1984, the Corporate Benefits Committee
will establish and maintain on behalf of each Member:
(a) A Tax Deferred Contribution Account, to be credited
with the Member's Tax Deferred Contributions;
(b) A Taxed Contribution Account, to be credited with:
(1) the Member's Taxed Contributions,
(2) on January 1, 1984, the balances of the Member's
- Supplemental Contribution Account; and
- Matured Basic Contribution Account, if any,
which were maintained under the Plan prior to 1984 (to the extent
not withdrawn effective December 31, 1983), and
(3) on January 1, of 1985, 1986 and 1987, that balance
of the Member's Basic Contribution Account which will mature on
the December 31 of the preceding year in accordance with the terms
of the Plan as in effect prior to this restatement;
(c) A Matching Contribution Account, to be credited with
the Matching Employer Contributions allocated to the Member; and
(d) A Matured Stock Account, to be credited with Matching
Contributions when they become nonforfeitable in accordance with
Article VIII of this Plan or Article IX of the Plan as in effect
prior to this restatement (to the extent not withdrawn effective
December 31, 1983).
All amounts will be credited to a Member's Accounts as
of a Valuation Date and in the appropriate Investment Fund, in
accordance with the Member's investment election made pursuant to
Article VII.
6.2 Valuation of Accounts. As of each Valuation Date, the
Trustee will determine the net worth of the assets of each
Investment Fund and report such value to the Investment
Committee. In determining such net worth, the Trustee will
evaluate the assets of each Investment Fund at their fair market
value as of the Valuation Date and will deduct any liabilities or
other amounts properly chargeable against each Investment Fund.
The net worth of each Investment Fund will be allocated among the
various Accounts of each Member in each Fund in the following
manner:
(a) The opening balance in each Account in each Fund will
be determined by reducing the value of the Account as of the prior
Valuation Date by any withdrawals or distributions made as of such
prior Valuation Date;
(b) The dollar amount of Member Elected Contributions and
Matching Contributions due each Account since the prior Valuation
Date will be determined (the "current quarter contributions"); and
(c) The fair market value of each Fund on the Valuation
Date as of which the determination is being made will be
apportioned to each Member's Accounts in each Fund based on rate
of return factors developed separately for the opening balances in
all of the Accounts in the Fund and the current quarter
contributions credited to all such Accounts.
6.3 Limitations Imposed Under Section 415 of the Code.
(a) The provisions of this Section 6.3 supersede all other
provisions of this Plan.
(b) The total Account Addition of any Member for any
calendar year may not exceed the lesser of:
(1) $30,000, is adjusted pursuant to Section 415(d) of
the Code, or set forth in Section 415(b)(1) of the Code as in
effect for the applicable calendar year), or
(2) 25% of the Member's total compensation for such
calendar year. For this purpose, a Member's compensation is equal
to his Compensation, except for calendar years commencing prior to
January 1, 1998, his Tax Deferred Contributions and any salary
deferral amounts which were included in gross income under Section
125 of the Code shall not be included in Compensation.
(c) The term "Account Addition" means the sum of the
following amounts allocated to a Member's Accounts for any
calendar year:
(1) The Matching Contributions,
(2) the Member's Tax Deferred Contributions,
(3) the Member's Taxed Contributions,
(4) contributions allocated to any individual medical
account (as defined in Section 415(1)(2) of the Code) which is
part of a defined benefit plan maintained by the Employer, and
(5) if the Member is a Key Employee (within the
meaning of Section 21.2(c) hereof), amounts attributable to
medical benefits allocated to an account established for such
Member in accordance with Section 419A(d) of the Code.
For purposes of this paragraph (c), any Taxed Deferred
Contributions distributed under Article XII, and any Matching
Contributions or Taxed Contributions distributed or forfeited
under the provisions of Article XI, XII or XIII shall be included
in the annual addition for the year allocated.
(d) The Corporate Benefits Committee will apply the
limitation set forth in this Section 6.3 by taking into account
the Account Additions under any other qualified defined
contribution plan maintained by the Controlled Group. With
respect to calendar years commencing prior to January 1, 2000, if
any Member also participates in any defined benefit plan
maintained by the Controlled Group, the sum of a Member's defined
benefit plan fraction for such year as defined in Section
415(e)(2) of the Code and such Member's defined contribution plan
fraction for such year as defined in Section 415(e)(3) of the Code
will not exceed 1.0. In the event the sum of such fractions would
exceed l.0, the Member's retirement benefit under such defined
benefit plan shall automatically be reduced by the amount required
in order that the sum of such fractions shall not exceed l.0.
(e) If amounts which would otherwise be allocated to a
Member's Accounts must be reduced to satisfy paragraph (b), the
reduction will be made in the following order, but only to the
extent necessary:
(1) The Member's unmatched Taxed Contributions shall
be reduced to the extent necessary. The amount of the reduction
shall be returned to the Member, together with any earnings on the
contributions to be returned.
(2) The Member's unmatched Tax Deferred Contributions
shall be reduced to the extent necessary. The amount of the
reduction shall be returned to the Member together with any
earnings on the contributions to be returned.
(3) The Member's matched Taxed Contributions and
corresponding Matching Contributions shall be reduced to the
extent necessary. The amount of the reduction attributable to the
Member's matched Taxed Contributions shall be returned to the
Member, together with any earnings on those contributions to be
returned, and the amount attributable to the Matching
Contributions shall be forfeited and used to reduce subsequent
contributions payable by the Employer.
(4) The Member's matched Tax Deferred Contributions
and corresponding Matching Contributions shall be reduced to the
extent necessary. The amount of the reduction attributable to the
Member's matched Tax deferred Contributions shall be returned to
the Member together with any earnings on those contributions to be
returned, and the amount attributable to the Matching
Contributions shall be forfeited and used to reduce subsequent
contributions payable by the Employer.
ARTICLE VII
INVESTMENT ELECTIONS
7.1. Company Stock Fund.
(a) Subject to Section 7.1(d), Matching Contributions must
be invested in Stock, but they may be invested in short term
obligations of the United States government and other investments
of a short-term nature, including commercial paper, pending
investment in Stock.
(b) Subject to Section 7.1(c), cash dividends and cash
proceeds of any other distributions received on the Stock will be
reinvested in the same manner. The shares of Stock from time to
time required for the purposes of this Plan will be acquired by
the Trustee by purchase in the open market, or, if directed by the
Company, by contribution in kind or by purchase privately from the
Company or any other person at a price per share equal to the
closing price per share at which the shares of Common Stock of the
Company were sold on the New York Stock Exchange on the last
business day preceding the day of the purchase; it being under-
stood that shares purchased from the Company may be either
treasury shares or authorized but unissued shares, if the Company
shall make such shares available for the purpose, and that the
Trustee in its discretion may refrain from making purchases in the
open market whenever in the light of current market conditions it
deems such refraining to be in the best interests of the Members
and beneficiaries in the Plan.
(c) Notwithstanding the provisions of Section 7.1(b), the
Investment Committee may, in its discretion, elect to have all
cash dividends received on the Stock by the ESOP be distributed in
cash to Members or their Beneficiaries, as the case may be. Such
distribution shall be in an amount attributable to the shares of
Stock held for each such Member or Beneficiary in such Member's or
Beneficiary's Accounts, whether or not the Member is vested in
such shares at the time of such payment. Distribution shall be
made not later than 90 days after the close of the Plan Year in
which the dividends are paid. All such dividends are
nonforfeitable to the Member or Beneficiary when distributed, even
when they are paid with respect to shares of Stock in which the
Member or Beneficiary has not attained a nonforfeitable interest
as of the date of such distribution.
(d) A Member may transfer part or all of the balance of his
Matching Contribution Account which represents the amount of the
company matching contributions previously made to either the Best
Power Technology, Inc. Retirement Investment Plan and Trust or the
Retirement Savings Plan for Employees of Data Switch Corporation
to another Investment Fund as of the last day of any calendar
quarter on 15 days' notice of such transfer to the Corporate
Benefits Committee.
(e) A Member who shall have attained age 55 and shall have
had at least five years of Continuous Employment may transfer part
or all of the balance of his Matching Contribution Account in his
Company Stock Fund to another Investment Fund as of the last day
of any calendar quarter on 15 days' notice of such transfer to the
Corporate Benefits Committee.
7.2 Funds for Member Elected Contributions.
(a) All Members' Elected Contributions will be invested in
the Investment Funds selected by the Member in 25% increments, at
the time he files the election specified in Section 3.2, from the
Funds which are made available from time to time by the Investment
Committee for that purpose; provided, however, that if the Member
elects to invest 3% of such Member's Compensation in the Company
Stock Fund pursuant to Section 5.1, the applicable 25% increments
shall apply to any additional Member Elected Contributions. All
Members' Elected Contributions will be credited to their Accounts
in the respective Investment Funds. In addition to the Company
Stock Fund, the Investment Committee shall establish at least
three alternative Investment Funds. All dividends, interest,
gains and losses of each Investment Fund will be reinvested in
that Investment Fund and credited to the Member's Accounts as of
the applicable Valuation Date. The Corporate Benefits Committee
will from time to time inform the Members of the Investment Funds
provided under the Trust and specify all rules governing the
investment by Members in such Funds.
(b) The making of an election of an Investment Fund is the
sole responsibility of each Member. Neither the Trustee, the
Investment Committee, the Corporate Benefits Committee, any
Employer nor any of their officers, directors, or supervisors are
authorized or permitted to advise a Member as to the election of
any Investment Fund or Funds or the manner in which his Accounts
ought to be invested.
(c) A Member may change his investment election for future
Member Elected Contributions as of the first day of any calendar
quarter on 15 days' notice of such change to the Corporate
Benefits Committee, which notice shall specify the new investment
election.
(d) A Member may transfer part or all of the balance in his
Accounts in any Investment Fund to one or more other Investment
Funds as of the last day of any calendar quarter on 15 days'
notice of such transfer to the Corporate Benefits Committee.
7.3 Distributions.
(a) Withdrawals and distributions from the Trust Fund will
be charged to the Member's Accounts in each Fund. The Corporate
Benefits Committee may establish rules and regulations and
accounting conventions to determine the particular Account and
Fund to be charged in the case of a withdrawal or distribution of
less than the entire balances in all of a Member's Accounts in all
Funds.
(b) The distributable amount in a Member's Account in each
Fund will be determined on the basis of the value of such Account
on the Valuation Date coincident with or next preceding the date
on which the distribution is effected.
(c) All withdrawals and distributions will be made in cash;
provided, however, that, with respect to a distribution under
Article IX or X, a Member may elect to have his distribution paid
in the form of Stock (with fractional shares to be paid in cash)
to the extent of his vested interest in the Company Stock Fund.
ARTICLE VIII
VESTING
8.1 Vesting in Matching Contributions. A Member's rights to the
Matching Contributions credited to his Matching Contribution
Account will become nonforfeitable on the first to occur of:
(a) December 31 of the third full calendar year after the
calendar year for which the Matching Contributions were made,
(b) the Member's completion of five years of Continuous
Employment,
(c) the Member's Retirement,
(d) the Member's death,
(e) the Member's termination of service with the Controlled
Group by reason of Disability, or
(f) Termination of the Plan, partial termination of the
Plan which directly affects the Member, or complete discontinuance
of Matching Contributions.
For vesting purposes, Continuous Employment shall include any
period of service as an employee with any employer which becomes
or is consolidated with or merged into, or whose stocks or
properties are acquired by an Employer.
As a Member's rights to Matching Contributions become
nonforfeitable each December 31 or otherwise, these Contributions
and any related earnings and losses will be transferred to his
Matured Stock Account.
8.2 Termination of Employment and Transfer Prior to Vesting.
(a) If a Member's employment with the Controlled Group
terminates and he is not reemployed before incurring five
consecutive 1-year breaks in service (as defined in Section 10.3),
the balance of his Matching Contributions Account will be
forfeited as of December 31 of the calendar year in which occurs
the fifth such consecutive 1-year break in service and will be
applied as provided in Section 14.1, unless the Member elects
pursuant to Section 10.2 (a) or (c) not to receive a distribution
from the Plan until after his rights become nonforfeitable.
(b) A Member transferred to a non-participating subsidiary
or affiliate of the Company or who otherwise ceases to be an
Employee without termination of his employment by an Employer or
the Controlled Group will continue to be deemed a Member of the
Plan for purposes of vesting of his Matching Contribution Account
for as long as he remains an employee of the Controlled Group.
8.3 Vesting in Member Elected Contributions. Each Member is at
all times 100% vested in the value of his Member Elected
Contribution Accounts.
ARTICLE IX
IN SERVICE WITHDRAWALS
9.1 Elections to Withdraw Funds and Payment. All withdrawal
requests for Members who are actively employed must be made on the
form prescribed by the Corporate Benefits Committee, specifying
the amount to be withdrawn. Each Member will be entitled to two
withdrawal requests per calendar year. All withdrawals will be
made as of the Valuation Date which follows by at least 15 days
the date on which the Corporate Benefits Committee receives notice
of the withdrawal, but the Corporate Benefits Committee may, in
its sole discretion, impose from time to time such other
restrictions or conditions on withdrawals as it deems necessary to
preserve the integrity of the Trust Fund. Payment to a Member
will be made in a lump sum in cash as soon after the Valuation
Date as practicable; provided, however, that a Member may elect to
have his distribution paid in the form of Stock (with fractional
shares to be paid in cash) to the extent of his interest in the
Company Stock Fund.
9.2 Order of Withdrawals. All withdrawals by Members prior to
termination of employment with the Controlled Group will be
charged to a Member's Accounts in the order and under the
conditions, if any, which follow:
(a) First, to the Member's Taxed Contribution Account,
(b) Second, to the Member's Matured Stock Account; pro-
vided, however, that a Member who has not been a Member for at
least 60 months prior to the effective date of a withdrawal may
not withdraw amounts attributable to Matching Contributions made
less than 24 months prior to the effective date of the withdrawal,
(c) Third, to the Member's Tax Deferred Contribution
Account if the withdrawal is after such Member has attained 59 1/2
without proof of hardship, and
(d) Fourth, to the Member's Tax Deferred Contribution
Account if the withdrawal is on account of hardship and is
approved by the Corporate Benefits Committee; provided, however,
that on and after January 1, 1989, only the amount of the Tax
Deferred Contributions (but no earnings thereon) may be included
in a hardship withdrawal. The Corporate Benefits Committee may
authorize a hardship withdrawal only if (i) the Member certifies
that he requires financial assistance to meet an immediate and
heavy financial need and other resources are not reasonably
available to meet the need incurred or to be incurred in the near
future with respect to his health or welfare or that of his
immediate family (such as for the purchase of a principal
residence for the Member, medical expenses not covered by
insurance, payment of tuition, and related educational fees and
room and board expenses for post-secondary education for the
Member, his spouse or children or payment of amounts necessary to
prevent the eviction of the employee from his principal residence
or foreclosure on the mortgage of the employee's principal
residence), and (ii) the Member certifies to the precise amount
required to satisfy the hardship. A Member shall furnish evidence
of hardship satisfactory to the Corporate Benefits Committee which
will be determined on a nondiscriminatory basis uniformly
applicable to all Members similarly situated. A withdrawal may be
authorized only to the extent necessary to satisfy the hardship.
The Corporate Benefits Committee's decision shall be final and
binding on the Member.
9.3 Withdrawal of Matched Taxed Contributions. If a Member
withdraws any Taxed Contributions that are matched by the Employer
and such Taxed Contributions have not been held by the Plan for at
least two years, his right to make Member Elected Contributions
shall be suspended for a period of three months.
9.4 Additional Rules. The Corporate Benefits Committee may
prescribe from time to time such additional rules with respect to
withdrawals (including restricting a Member's right to make Member
Elected Contributions) as it deems appropriate to further the
purposes of the Plan, but no such rules will cause the forfeiture
of vested Accounts.
9.5 Loans. Pursuant to rules and regulations established by the
Corporate Benefits Committee, loans may be made pursuant to the
Plan which shall be charged against a Member's Accounts. Such
loans may not exceed the balance in such Accounts, excluding, for
this purpose, those amounts attributable to Matching
Contributions, whether vested or unvested. In connection with
such loans, the rules and regulations shall (a) provide for the
securing of such loans by, among other things, the value of the
Member's Accounts, (b) provide a reasonable rate of interest, (c)
set forth the maximum loan term, (d) establish any minimum and
maximum amounts, (e) provide a fixed repayment schedule (including
payroll deductions), and (f) establish such other requirements as
the Corporate Benefits Committee shall deem appropriate. Loans
shall be available to all Members on a non-discriminatory basis.
ARTICLE X
DISTRIBUTIONS AT TERMINATION OF EMPLOYMENT
10.1 Distributions on Account of Retirement, after Completion of
Five Years of Continuous Employment, Disability or Death. Upon a
Member's termination of service by reason of Retirement, after
completion of five years of Continuous Employment, Disability or
upon a Member's death, there will be distributed to him (or in the
case of his death, to his Beneficiary), in accordance with Section
10.4, the balance of his Accounts determined as of the Valuation
Date coincident with or next following such termination of service
or death in accordance with Section 10.7. Such distribution shall
commence as soon as practicable following such Valuation Date.
10.2 Other Distributions. When a Member terminates employment
with the Controlled Group for reasons other than Retirement, after
completion of five years of Continuous Employment, death or
Disability, he must elect subject to Section 10.7 either,
(a) to make one last in-service withdrawal of all or part
of his Taxed Contribution Account and his Matured Stock Account
(provided he had made no more than one previous withdrawal during
the year) and leave the balance of his Accounts in the Plan until
his rights to all Matching Contributions have become
nonforfeitable in accordance with Section 8.1; or
(b) to receive the balance of all of his Accounts but not
the balance of his Matching Contribution Account, determined as of
the Valuation Date which coincides with or immediately follows
the date of his termination of employment, and forfeit his
Matching Contribution Account pursuant to Section 8.2 (subject to
the restoration provisions of Section 10.3); or
(c) to defer receipt of all amounts until his rights to all
Matching Contributions which were credited to his Matching
Contribution Account on the date of his termination of employment
become nonforfeitable in accordance with Section 8.1. If deferral
is elected the amount distributable to the Member will be the
balance of all of his Accounts, determined as of the Valuation
Date which coincides with or immediately follows the date on which
all of his Matching Contributions become nonforfeitable.
A Member electing to defer receipt of his Accounts at
termination under (a) or (c) above may nevertheless elect at some
subsequent date, before all Matching Contributions have become
nonforfeitable, to receive the balance of all his Accounts
together with all Matching Contributions which at that date have
become nonforfeitable. Such distribution will result in a
forfeiture of the balance of his Matching Contribution Account
pursuant to Section 8.2 (subject to the restoration provisions of
Section 10.3).
10.3 Restoration of Forfeitures. A Member may restore account
balances which are forfeited under Sections 8.2(a) and 10.2(b) of
the Plan by repaying the amount withdrawn by or distributed to him
which caused the forfeiture. Repayment may be made at any time
prior to the earlier of (i) December 31 of the fifth calendar year
after the calendar year in which the withdrawal or distribution
was made or (ii) the date on which the Member incurs his fifth
consecutive 1-year break in service commencing after the
withdrawal or distribution. For purposes of the preceding
sentence, a 1 - year break in service means a 12-consecutive month
period beginning on the severance from service date and ending on
each anniversary thereof, provided that during such 12-consecutive
month period the Employee does not perform an hour of service for
which he is paid or entitled to payment for the performance of
duties for an Employer or a member of the Controlled Group.
The amount of a Member's repaid withdrawal will be credited
to the Member's Account as of the Enrollment Date which follows
receipt by the Trustee of such repayment. The restoration of
forfeited amounts will be effected as of such Enrollment Date by
credit to the Member's Matching Contribution Account of Stock
having a fair market value at the Enrollment Date equal to the
fair market value at the date of forfeiture of the Stock forfeited
by reason of the withdrawal. Repaid withdrawals will be invested
in accordance with a new investment election filed by the Member
with the Corporate Benefits Committee. A Member's restored
Matching Contribution Account will be nonforfeitable on December
31 of the calendar year determined as follows: to the calendar
year in which the Member's Contribution Account would have matured
(had the forfeiture not occurred) will be added the number of
calendar years during any part of which the withdrawn
contributions were not repaid.
The repayment of withdrawn contributions and the restoration
of forfeited amounts will not be considered in the Account
Addition as defined in Section 6.3.
10.4 Methods of Payment.
(a) Distributions from the Plan will be paid as follows:
(i) Death.
Any distribution of Accounts in the event of death
of a Member will be made by a single payment to his Beneficiary
consisting of cash and Stock credited to his Accounts unless the
Member has elected an alternate method of payment pursuant to
subsection 10.4(a)(v), in which event the Member's remaining
interest in his Accounts will be distributed in accordance with
the method of payment being used as of the date of the Member's
death.
(ii) Disability
Any distribution of Accounts in the event of
Disability of a Member while in the service of the Controlled
Group will be made by a single payment to the Member consisting of
cash and Stock credited to his Accounts.
(iii) Termination after Completion of Five Years of
Continuous Employment.
Any distribution of Accounts on account of
termination of service after completion of five years of
Continuous Employment will be made by a single payment to the
Member consisting of cash and Stock credited to his Accounts.
(iv) Termination of Service Prior to Age 55.
Any distribution of Accounts on account of
termination of service prior to age 55 pursuant to Section 10.2
will be made by a single payment to the Member consisting of cash
and Stock credited to his Accounts.
(v) Retirement.
Any distribution of the Member's Tax Deferred and
Taxed Contribution Accounts on account of Retirement as defined in
Section 2.1(z) will be made, subject to subsection 10.4(b), in one
of the following ways selected by the Member, provided, however,
that if such Accounts total less than $10,000 the distribution
will be made only in one lump sum:
(1) in one lump sum;
(2) in installments over a period not exceeding
ten years; or
(3) in the form of a non-commutable and non-
assignable annuity but only if a group annuity contract
constitutes a part of the Trust Fund. Any such annuity shall be in
such form that more than 50% of its actuarial value at its
commencement date is attributable to payments to be made to the
Member himself, unless the annuity is payable for a period not
extending beyond the life expectancy of the Member and his spouse.
Notwithstanding the foregoing, the annuity option pursuant to
this Section 10.4(a)(v)(3) shall not be available in the case of a
Member who has any loan outstanding pursuant to Section 9.5.
No form of distribution permitted under this Section
10.4(a) shall provide for payments over a period exceeding (i) the
life of the Member, (ii) the life expectancy of the Member, (iii)
the joint lives of the Member and his designated Beneficiary, or
(iv) the joint life and last survivor expectancy of the Member and
his designated Beneficiary (redetermined annually if the Member's
spouse is his designated Beneficiary).
(b) If the Member elects to receive an annuity pursuant to
Section 10.4(a)(v)(3), then any distribution (except distribution
in Stock) made to a Member who is married on the distribution date
will be made in the form of a Qualified Joint and Survivor Annuity
unless the Member elects otherwise in the manner described
below. A Qualified Joint and Survivor Annuity is an annuity which
(i) has an actuarial value equivalent to the amount of the
Member's distribution (less the value of the Stock distributed)
and (ii) provides for a distribution during the Member's life
commencing on the date of his Retirement, with the provision that
after his death (whether before or after commencement of benefit
payments to him) distribution at a rate equal to 50% of the rate
of the distribution during his life (or which would have been made
during his life had payments commenced on the first day of the
month next succeeding that in which his death occurs) shall be
paid during the life of, and to, his spouse provided his spouse
survives him.
A Member may elect by written notice to the Corporate
Benefits Committee, at any time during the election period (and
after having received from the Corporate Benefits Committee a
written notice of the availability of such election and the avail-
ability upon request of a written explanation of the effect of
receiving a distribution in the form of a Qualified Joint and
Survivor Annuity pursuant to this Section 10.4) to receive a
distribution in the form of an annuity other than the Qualified
Joint and Survivor Annuity, but only if his spouse consents to
such election in a writing that acknowledges the effect of such
election and that is witnessed by a notary public or Plan repre-
sentative. The election period will begin 90 days prior to the
commencement of payment of a benefit which could be paid in the
form of an annuity to the Member hereunder and will end on the
date of commencement of payment of such benefits. If the Member
requests during the election period a written explanation of the
terms and conditions of the Qualified Joint and Survivor Annuity
and the financial effect upon the Member's benefits (in terms of
dollars per annuity payment) of making an election not to take the
same, payment of benefits in any other form will be delayed until
the 90th day after such written explanation is given, and the
Member's request for such an explanation shall constitute an
election that commencement of payment of benefits shall be so
delayed. The Corporate Benefits Committee will notify each Member
who elects to receive an annuity not later than 7 days after
commencement of the election period of his right to request the
written explanation referred to above. The written explanation
will in all cases be provided to the Member within 7 days after
receipt of his request therefor. The election in writing will be
revocable until the election period has expired and shall clearly
indicate the Member's election to receive his benefit hereunder in
a form other than that of a Qualified Joint and Survivor Annuity.
10.5 Withholding of Taxes. Income taxes will be withheld from
distributions and withdrawals as required under applicable laws.
10.6 Restrictions on Cashouts. Unless a Member consents to the
distribution of his Accounts in accordance with the provisions of
Section 10.1 or 10.2, as applicable, if the nonforfeitable amount
credited to such Member's Accounts exceeds $3,500, the
distribution shall not commence prior to the Member's attainment
of age 62.
10.7 Elections for Distributions and Payment. All distribution
requests by Members must be made on the form prescribed by the
Corporate Benefits Committee. All distributions will be made as
of the Valuation Date which follows by at least 15 days the date
on which the Corporate Benefits Committee receives notice of the
distribution. Payment to a Member will be made in a lump sum in
cash as soon after the Valuation Date as practicable; provided,
however, that a Member may elect to have his distribution paid in
the form of Stock (with fractional shares to be paid in cash) to
the extent of his interest in the Company Stock Fund.
10.8 Waiver Of Notice Period. Except as provided in the following
sentences, if the value of the vested portion of a Member's
Accounts exceeds $3,500, an election by the Member to receive a
distribution shall not be valid unless the written election is
made (a) after the Member has received the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations and (b)
within a reasonable time before the effective date of the
commencement of the distribution as prescribed by said
regulations. If a distribution is one to which Sections
401(a)(11) and 417 of the Code do not apply, such distribution may
commence less than 30 days after the notice required under Section
1.411(a)-11(c) of the Income Tax Regulations is given, provided
that:
(i) the Corporate Benefits Committee clearly informs the Member
that he has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular
distribution option), and
(ii) the Member, after receiving the notice under Sections 411 and
417, affirmatively elects a distribution.
If the distribution is one to which Sections 401(a)(11) and
417 of the Code do apply, a Member may, after receiving the notice
required under Sections 411 and 417 of the Code, affirmatively
elect to have his benefit commence sooner than 30 days following
his receipt of the required notice, provided all of the following
requirements are met:
(i) the Corporate Benefits Committee clearly informs the Member
that he has a period of at least 30 days after receiving the
notice to decide when to have his benefit begin and, if
applicable, to choose a particular optional form of payment;
(ii) the Member affirmatively elects a date for benefits to begin
and, if applicable, an optional form of payment, after receiving
the notice;
(iii) the Member is permitted to revoke his election until the
later of his benefit commencement date or seven days following the
day he received the notice;
(iv) the Member's benefit commencement date is after the date the
notice is provided; and
(v) payment does not commence less than seven days following the
day after the notice is received by the Member.
10.9 Age 70 1/2 Required Distribution. Notwithstanding any
provisions of the Plan to the contrary, if a Member is a Five
Percent Owner, distribution of the Member's Accounts shall begin
no later than the April 1 following the calendar year in which he
attains age 70 1/2. No minimum distribution payments will be made to
a Member while in service under the provisions of Section
401(a)(9) of the Code on or after January 1, 1997 if the Member is
not a Five Percent Owner and attains age 70 1/2 in 1996 or later.
Such Member may, however, elect to receive in-service withdrawals
in accordance with the provisions of Article IX while he remains
in service.
In the event a Member, other than Member who is a Five
Percent Owner, was receiving minimum distribution payments while
in service in accordance with the provisions of Section 401(a)(9)
of the Code on December 31, 1996, the Member may elect to suspend
payments due on and after April 1, 1997 while he remains in
service in accordance with such uniform rules as the Corporate
Benefits Committee shall adopt.
10.10 Distribution Limitation. Notwithstanding any other
provision of this Article X, all distributions from this Plan
shall conform to the regulations issued under Section 401(a)(9) of
the Code, including the incidental death benefit provisions of
Section 401(a)(9)(G) of the Code. Further, such regulations shall
override any Plan provision that is inconsistent with Section
401(a)(9) of the Code.
ARTICLE XI
DISTRIBUTION OF EXCESS DEFERRALS
11.1 In General. Notwithstanding any other provision of the Plan,
Excess Deferral Amounts and income allocable thereto shall be
distributed no later than April 15, 1988, and each April 15
thereafter to Members who claim such Allocable Excess Deferral
Amounts for the preceding calendar year.
11.2 Definitions. For purposes of this Article XI, "Excess
Deferral Amount" shall mean the amount of Tax Deferred
Contributions for a calendar year that the Member allocates to
this Plan pursuant to the claim procedure set forth in Section
11.3.
11.3 Claims. The Member's claim shall be in writing, shall be
submitted to the Corporate Benefits Committee no later than March
1; shall specify the Member's Excess Deferral Amount for the
preceding calendar year; and shall be accompanied by the Member's
written statement that if such amounts are not distributed, such
Excess Deferral Amount, when added to amounts deferred under other
plans or arrangements described in Sections 401(k), 408(k) or
403(b) of the Code, exceeds the limit imposed on the Member by
Section 402(g) of the Code for the year in which the deferral
occurred.
11.4 Maximum Distribution Amount. The Excess Deferral Amount
distributed to a Member with respect to a calendar year shall be
adjusted for income and, if there is a loss allocable to the
Excess Deferral, shall in no event be less than the lesser of the
Member's account under the Plan or the Member's Tax Deferred
Contributions for the calendar year. To the extent the Excess
Deferral Amount was matched by Matching Contributions, the
Matching Contributions, adjusted for gains or losses, shall be
forfeited.
ARTICLE XII
DISTRIBUTION OF EXCESS CONTRIBUTIONS
12.1 In General. Notwithstanding any other provision of the Plan,
Excess Contributions and income allocable thereto shall be
distributed no later than the last day of each Plan Year beginning
after December 31, 1987, to Members on whose behalf such Excess
Contributions were made for the preceding Plan Year.
12.2 Excess Contributions. For purposes of this Article XII,
"Excess Contributions" shall mean the amount described in Section
401(k)(8)(B) of the Code.
12.3 Determination of Income. The income allocable to Excess
Contributions shall be determined by multiplying income allocable
to the Member's Tax Deferred Contributions for the Plan Year by a
fraction, the numerator of which is the Excess Contribution on
behalf of the Member for the preceding Plan Year and the
denominator of which is the Member's account balance attributable
to Tax Deferred Contributions on the last day of the preceding
Plan Year.
12.4 Maximum Distribution Amount. The Excess Contributions which
would otherwise be distributed to the Member shall be adjusted for
income; shall be reduced, in accordance with regulations, by the
amount of Tax Deferred Contributions distributed to the Member;
shall, if there is a loss allocable to the Excess Contributions,
in no event be less than the lesser of the Member's account under
the Plan or the Member's Tax Deferred Contributions for the Plan
Year. In the event the Excess Contributions were matched by
Matching Contributions, those Matching Contributions, adjusted in
gain or losses, shall be forfeited.
ARTICLE XIII
DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS
13.1 In General. Excess Aggregate Contributions and income
allocable thereto shall be forfeited, if otherwise forfeitable
under the terms of this Plan, or if not forfeitable, distributed
no later than the last day of each Plan Year beginning after
December 31, 1987, to Members to whose accounts Taxed
Contributions or Matching Contributions were allocated for the
preceding Plan Year.
13.2 Excess Aggregate Contributions. For purposes of this Article
XIII, "Excess Aggregate Contributions" shall mean the amount
described in Section 401(m)(6)(B) of the Code.
13.3 Determination of Income. The income allocable to Excess
Aggregate Contributions shall be determined by multiplying the
income allocable to the Member's Taxed Contributions and Matching
Contributions for the Plan Year by a fraction, the numerator of
which is the Excess Aggregate Contributions on behalf of the
Member for the preceding Plan Year and the denominator of which is
the sum of the Member's account balances attributable to Taxed
Contributions and Matching Contributions on the last day of the
preceding Plan Year.
13.4 Maximum Distribution Amount. The Excess Aggregate
Contributions to be distributed to a Member shall be adjusted for
income, and, if there is a loss allocable to the Excess Aggregate
Contribution, shall in no event be less than the lesser of the
Member's account under the Plan or the Member's Taxed
Contributions and Matching Contributions for the Plan Year.
13.5 Accounting for Excess Aggregate Contributions. Excess Aggre-
gate Contributions shall be distributed from the Member's Taxed
Contribution Account, and forfeited if otherwise forfeitable under
the terms of the Plan (or, if not forfeitable, distributed) from
the Member's Matching Contribution account in proportion to the
Member's Taxed Contributions and Matching Contributions for the
Plan Year.
13.6 Allocation of Forfeitures.
(a) Amounts forfeited by Highly Compensated Employees under
this Article XIII shall be:
(i) Treated as Account Additions under Section 6.3 and
either;
(ii) Applied to reduce employer contributions if
forfeitures of Matching Contributions under the Plan are applied
to reduce employer contributions; or
(iii) Allocated, after all other forfeitures under the
Plan, and subject to Section 13.6(b), to the same Members and in
the same manner as such other forfeitures of Matching Contribu-
tions, are allocated to other Members under the Plan.
(b) Notwithstanding the foregoing, no forfeitures arising
under this Article XIII shall be allocated to the account of any
Highly Compensated Employee.
ARTICLE XIV
APPLICATION OF FORFEITURES
14.1 Any amount which is forfeited by a Member pursuant to
Sections 8.2(a), 10.2(b), 11.4, 12.4, 13.5 and 18.7 will be
applied, as soon as practicable, to reduce Matching Contributions.
ARTICLE XV
TRUST
15.1 Trustee. The Investment Committee will appoint the Trustee
or Trustees under the Plan. The Company may, without reference to
or action by any Employee, Member or Beneficiary or any other
Employer, enter into a Trust Agreement or Agreements with the
Trustee or Trustees and from time to time enter into further
agreements with the Trustee or Trustees amending the Trust Agree-
ment or Agreements. The Investment Committee may at any time
remove the Trustee or Trustees and appoint a successor Trustee or
Trustees.
15.2 Acquisition Loans. The Investment Committee may from time to
time direct the Trustee to incur an Acquisition Loan (as
hereinafter defined). An "Acquisition Loan" shall mean a loan to
the Trust by a "party in interest" as defined in Section 3(14) of
ERISA or a "disqualified person" as defined in Section 4975(e)(7)
of the Code, or any other loan which is treated as involving an
extension of credit to the Trust by such a "party in interest" or
"disqualified person". Each Acquisition Loan must satisfy the
requirements set forth in Treasury Regulation Section 54.4975-
7(b).
Except as provided herein or as otherwise required by
applicable law, no security acquired with the proceeds of any
Acquisition Loan by the ESOP may be subject to a put, call, or
other option, or buy-sell or similar arrangement while held by and
when distributed from the ESOP, whether or not the ESOP is then an
employee stock ownership plan within the meaning of Section
4975(e)(7) of the Code. Any qualifying employer security, within
the meaning of Code Section 4975(e)(8), which may be acquired with
the proceeds of any Acquisition Loan by the ESOP, will be subject
to a put option if it is not publicly traded or if it is subject
to a trading limitation when distributed. The put option will be
exercisable only by a Member, the Member's Beneficiary, or by a
person to whom the security passes by reason of a Member's death.
Under the put option the security may be put to the Member's
Employer or to the Company. The put option shall remain in effect
for 15 months following the date the security is distributed. If
a security ceases to be publicly traded without restriction within
15 months after distribution, the Company will notify each
security holder in writing within 10 days that the security will
be subject to the put option exercisable for the remainder of the
15-month period and will explain the option terms in such notice.
The period of the option shall be extended a day for each day the
notice is given after the 10-day period expires.
The put option shall be exercised by written notice to the
Employer. The period during which a put option is exercisable
does not include any time when a distributee is unable to exercise
it because the party bound by the put option is prohibited from
honoring it by applicable federal or state law. The price at
which the option is exercisable is the value of the security, as
determined under Section 54.4975-11(d)(5) of the Treasury
Department Regulations. Securities put under this Section 15.2 to
the Employer or to the Company shall be paid for in cash upon
receipt by the Employer or the Company of a properly endorsed
stock certificate representing ownership in the securities. No
restrictions as to payment shall apply, except by applicable state
law. The rights and protections set forth in this Section 15.2
shall be non-terminable.
The provisions of Treasury Department Regulation Section
54.4975-11(c) shall apply with respect to any assets obtained by
the ESOP with the proceeds of any loan made to the ESOP.
15.3 Special Provisions If Exempt Loan Is Incurred. Anything in
the Plan or the ESOP to the contrary notwithstanding, if an
Acquisition Loan is incurred, the following special provisions
shall apply:
(a) At the direction of the Investment Committee, any
dividends on allocated or unallocated shares of Common Stock of
the Company acquired by the ESOP with the proceeds of an
Acquisition Loan shall be applied to pay principal and interest on
the loan (except to the extent the amount of such dividends
exceeds the remaining principal balance and interest on the loan).
(b) The Company shall contribute to the Trust an amount
which, when added to the dividends described in (a) above, is
sufficient to make all required payments of principal and interest
on the loan. Such contributions shall be made at such time or
times as shall enable the Trustee to make required payments of
principal and interest on the loan on a timely basis.
(c) If dividends on shares of Common Stock of the Company
allocated to the account of a Member are applied to the payment of
principal or interest on an Acquisition Loan, shares of Common
Stock of the Company with a value equal to the amount of such
dividends shall be allocated to the Matching Contribution Account
of such Member. All other shares of Common Stock of the Company
released from encumbrance under an Acquisition Loan shall be
treated as Matching Contributions pursuant to Section 5.1 in an
amount equal to the value of such shares as of the date the
allocation is made, and the Employer's obligation to make Matching
Contributions pursuant to Section 5.1 shall be reduced by a
corresponding amount.
ARTICLE XVI
ADMINISTRATION
16.1 Authority and Responsibility of the Board of Directors. The
Board of Directors shall have the exclusive responsibility for:
(a) the appointment of a Finance Committee of the Board,
and its Chairman, which committee shall be responsible for such
duties as shall be delegated to it in writing by the Board of
Directors;
(b) the appointment of a Personnel and Compensation
Committee of the Board, and its Chairman, which Committee shall be
responsible for such duties as shall be delegated to it in writing
by the Board of Directors.
In addition to the above, the Board of Directors shall have
such powers, duties and responsibilities granted or imposed upon
it elsewhere in the Plan.
16.2 Appointment of Corporate Benefits Committee.
(a) The Plan Administrator shall be a Corporate Benefits
Committee consisting of at least three (3) members who shall be
appointed from time to time by the Personnel and Compensation
Committee of the Board of Directors to serve at its pleasure.
Members of the Corporate Benefits Committee may participate in the
Plan provided they are otherwise eligible to do so.
(b) The members of the Corporate Benefits Committee may
appoint from their number such committees with such powers as they
shall determine, may authorize one or more of their number or any
agent to execute or deliver any instrument or make any payment in
their behalf, may employ such counsel, accountants, actuaries, and
such clerical services as they may require in carrying out the
provisions of the Plan and may appoint one or more designees (who
need not be members of the Committee) to serve at the pleasure of
the Committee and to exercise such of the powers of the Committee
as the Committee may specify.
(c) The Corporate Benefits Committee shall hold meetings
upon such notice, at such time, and at such place as they may
determine.
(d) The Corporate Benefits Committee shall establish its
own rules of procedure.
16.3 Powers and Duties of the Corporate Benefits Committee.
Subject to the limitations of the Plan, the Corporate Benefits
Committee shall be generally responsible for the administration,
interpretation and compliance requirements under applicable laws
pertaining to the Plan. To this end it shall, by way of
illustration and not limitation:
(a) be the named fiduciary for administration of the Plan;
(b) meet periodically with respect to the responsibilities
delegated to the Corporate Benefits Committee by the Board of
Directors;
(c) be responsible for and adopt a program for the
administration of the Plan;
(d) establish and maintained all Plan documents;
(e) be responsible for reporting and disclosure as required
by the Act;
(f) delegate to the Human Resources Department (i) the
responsibility for assuring compliance with the reporting and
disclosure requirements of the Act other than those involving
financial reporting or disclosure, and (ii) such other duties as
it shall determine from time to time;
(g) engage the Plan's administrative service providers and
such other counselors and advisors as it shall deem necessary or
advisable;
(h) adopt a claims procedure for the Plan;
(i) delegate its authority to perform any act hereunder,
including those matters involving the exercise of discretion, to
such members, subcommittees or agents as it shall require or deem
advisable in discharging its responsibilities;
(j) determine its own rules of procedure;
(k) interpret all the terms of the Plan in its sole
discretion, and the determination of the Corporate Benefits
Committee as to the interpretation of the Plan or any disputed
question shall be conclusive and final to the extent permitted by
applicable law;
(l) to decide all questions concerning the Plan and the
eligibility of any Employee to participate in the Plan;
(m) to compute the amount of benefits which shall be
payable to any Member, retired Member, contingent annuitant, or
beneficiary in accordance with the provision of the Plan, and to
determine the person or persons to whom such benefits shall be
paid; and
(n) to authorize the payment of benefits.
In addition to the above, the Corporate Benefits Committee
shall have such powers, duties and responsibilities granted or
imposed upon it elsewhere in the Plan.
16.4 Appointment of Investment Committee.
(a) The Investment Committee shall be an investment
committee consisting of at least three (3) members who shall be
appointed from time to time by the Finance Committee of the Board.
Members of the Investment Committee may participate in the Plan
provided they are otherwise eligible to do so.
(b) The members of the Investment Committee may appoint
from their number such committees with such powers as they shall
determine, may authorize one or more of their number or any agent
to execute or deliver any instrument or make any payment in their
behalf, may employ such counsel, accountants, actuaries, and such
clerical services as they may require in carrying out the
provisions of the Plan, and may appoint one or more designees (who
need not be members of the Committee) to serve at the pleasure of
the Investment Committee and to exercise such of the powers of the
Investment Committee as the Committee may specify.
(c) The Investment Committee shall hold meetings upon such
notice, at such time, and at such place as they may determine.
(d) The Investment Committee shall establish its own rules
of procedure.
16.5 Powers and Duties of Investment Committee. The Investment
Committee shall generally be responsible for all assets of the
Plan. To this end it shall, by way of illustration and not
limitation:
(a) be the named fiduciary for all assets of the Plan;
(b) meet periodically with respect to the responsibilities
delegated to the Investment Committee by the Board of Directors;
(c) be responsible for monitoring the investment
performance of Plan assets and ensuring compliance with applicable
laws;
(d) appoint or remove any Trustee, investment manager, or
financial services provider, review all written reports of the
trustees or investment managers and, where required, file
objections to such reports;
(e) meet directly, or through its authorized
representatives, with the investment managers on a regular basis
and review their investment performance;
(f) engage the Plan's auditors, financial consultants and
such other counselors and advisors as it shall deem necessary or
advisable;
(g) communicate to each Trustee or investment manager all
requirements and objectives of the Plan which may be pertinent to
the investment of Plan assets, establish investment standards and
policies and communicate the same to the Trustee, investment
managers or other funding agencies under the Plan;
(h) delegate to the Treasury Department (i) the
responsibility for assuring compliance with the financial
reporting and disclosure requirements of ERISA, and (ii) such
other duties as it shall determine from time to time;
(i) approve any fees expenses paid from the Trust Fund; and
(j) delegate its authority to perform any act hereunder,
including those matters involving the exercise of discretion, to
such members, subcommittees or agents as it shall require or deem
advisable in discharging its responsibilities.
In addition to the above, the Investment Committee shall have
such powers, duties and responsibilities granted or imposed upon
it elsewhere in the Plan.
16.6 Name Fiduciaries. For purposes of the Act, the Corporate
Benefits Committee and its members and the Investment Committee
and its members are designated as named fiduciaries with respect
to the fiduciary matters for which they are responsible
hereunder. The Corporate Benefits Committee, the Investment
Committee and the Company may designate persons, including persons
other than "named fiduciaries" as defined in Act 402(a)(2), to
carry out its rights, powers, duties and responsibilities. Any
member of the Corporate Benefits Committee or the Investment
Committee, any subcommittee or agent to whom the Corporate
Benefits Committee or the Investment Committee delegates any
authority, and any other person or group of persons, may serve in
more than one fiduciary capacity with respect to the Plan. An
insurance company underwriting the Plan, or any administrative
services provider administering the Plan, shall be the named
fiduciary thereof with respect to the fiduciary matters for which
it is responsible, as provided in the relevant contract, including
the processing and reviewing of claims.
16.7 Uniform Administration. Whenever, in the administration of
the Plan, any action by the Corporate Benefits Committee, the
Investment Committee or an Employer is required, such action
shall be uniform in nature as applied to all persons similarly
situated.
16.8 Indemnification of Fiduciaries. To the maximum extent
permitted by law, no member of the Corporate Benefits Committee or
Investment Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on such
member's behalf in his or her capacity as a member of said
Committees nor for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless, directly from its
own assets (including the proceeds of any insurance policy the
premiums of which are paid from the Company's own assets), each
member of the Corporate Benefits Committee, Investment Committee
and each other officer, employee or director of the Company to
whom any duty or power relating to the administration or
interpretation of the Plan, or to the management and control of
the assets of the Plan, may be delegated or allocated, against any
cost or expense (including counsel fees) or liability (including
any sum paid in settlement of a claim with the approval of the
Company) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or
willful misconduct. Each of the Employer will pay such proportion
of any claim and/or expense as the Company directs. This
indemnification is not intended to relieve any member of the
Corporate Benefits Committee or the Investment Committee from any
liability he or she may have under the Act for breach of a
fiduciary duty or otherwise under part 4 of Title I of the Act.
16.9 Compensation and Bonding. The members of the Corporate
Benefits Committee and the Investment Committee shall not receive
any special compensation for service in their capacities as
members of the Corporate Benefits Committee and the Investment
Committee but shall be reimbursed for any reasonable expenses
incurred in connection therewith. No bond or other security
(except as otherwise required by federal law) need be required of
the Corporate Benefits Committee or the Investment Committee or
any member thereof in any jurisdiction.
16.10 Reliance on Advisors. The Corporate Benefits Committee, the
Investment Committee and the Company shall be entitled to rely
upon the advise, opinions, reports, statements and certificates of
counsel, consultants, accountants and other experts retained by
them.
16.11 Claims and Appeal Procedure. If any claim for benefits
under the Plan is wholly or partially denied, the Corporate
Benefits Committee shall give written notice by registered or
certified mail of such denial to the claimant within 90 days after
receipt of the written claim by the Corporate Benefits Committee.
Notice must be written in a manner calculated to be understood by
the claimant, setting forth the specific reasons for such denial,
specific reference to pertinent Plan provisions on which the
denial is based, a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary, and
an explanation of the Plan's claim review procedure. The
Corporate Benefits Committee shall also advise the claimant that
he or his duly authorized representative may request a review by
the Corporate Benefits Committee of the decision to deny the claim
by filing with the Corporate Benefits Committee, within 65 days
after such notice has been received by the claimant, a written
request for such review. The claimant may review pertinent
documents and submit issues and comments in writing within the
same 65 day period. If such request is so filed, such review
shall be made by the Committee within 60 days after receipt of
such request, unless special circumstances (including, but not
limited to, a need to hold a hearing) require an extension of time
for processing, in which case a decision shall be rendered not
later than 120 days after receipt of the request for review. The
claimant shall be given written notice within such 60 day period
of the decision resulting from such review, which shall include
specific reasons for the decision, written in a manner calculated
to be understood by the claimant, and specific references to the
pertinent Plan provisions on which the decision was based.
ARTICLE XVII
APPROVAL BY THE INTERNAL REVENUE SERVICE
17.1 The Company intends to secure a determination that the Plan
is a qualified Plan under Section 401(a) and 401(k) of the Code,
contributions to which are deductible by the Employers for Federal
income tax purposes.
All Matching Contributions and Tax Deferred Contributions
made by the Employers are hereby expressly conditioned upon their
deductibility under Section 404 of the Code and regulations issued
thereunder, as amended from time to time, and if the deduction for
any such Contributions is disallowed in whole or in part, then
such Contributions (to the extent the deduction is disallowed)
will be returned to the Employers upon direction of the Corporate
Benefits Committee within one year after such disallowance.
17.2 Any modification or amendment of the Plan or the Trust
Agreement may be made retroactively if necessary or appropriate to
cause the Plan to qualify or maintain its qualification as a Plan
and Trust meeting the requirements of applicable sections of the
Internal Revenue Code and/or other Federal and State laws, as now
in effect or hereafter amended or enacted or a determination to
that effect. Any such modification or amendment, however, will not
adversely affect any right or obligation of any Member theretofore
accrued.
ARTICLE XVIII
GENERAL PROVISIONS
18.1 Member Statements. As soon as practicable following the end
of each calendar year the Corporate Benefits Committee will
furnish to each Member a statement setting forth the balance
credited to each of his Accounts in each Investment Fund as of the
end of such calendar year.
18.2 Communications to the Corporate Benefits Committee. All
elections, notices, designations and other communications to the
Corporate Benefits Committee will be on the forms from time to
time prescribed by the Corporate Benefits Committee, mailed or
delivered to the Corporate Benefits Committee in care of the
Member's Employer, and deemed to have been duly given upon
receipt.
18.3 No Employment Rights. The establishment of this Plan will
not be construed as conferring any legal rights upon any Employee
or any other person for a continuation of employment, nor will it
interfere with the rights of any Employer to discharge any
Employee and/or to treat him without regard to the effect which
such treatment might have upon him as a Member.
Members Assume Investment Risk. All benefits payable under the
Plan will be paid or provided for solely from the Trust Fund and
neither the Company nor any other Employer assumes any liability
therefor. Each Member assumes all risk connected with any
decrease in the market value of any assets held by the Trustee
under the Plan. Neither the Trustee, the Corporate Benefits
Committee, the Investment Committee nor any Employer in any way
guarantees the Trust Fund against loss or depreciation, or the
payment of any amount which may be or become due to any person
from the Trust Fund.
18.5 Facility of Payment Provision. If any person to whom a
payment is due hereunder is a minor or is determined by the
Corporate Benefits Committee to be incompetent by reason of
physical or mental disability, the Corporate Benefits Committee
may cause the payments becoming due to such person to be made to
another for the benefit of the minor or incompetent, without
responsibility of any Employer, the Corporate Benefits Committee,
or the Trustee to see to the application of such payment. Payments
made pursuant to such power will operate as a complete discharge
of all Employers, the Board, the Trustee and the Trust Fund.
18.6 Nonassignability of Benefits. No right or interest of any
Member in the Plan is alienable, assignable or transferable, or,
to the extent permitted by law, subject to any lien, in whole or
in part, either directly or by operation of law, or otherwise,
including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy, or in any other
manner, and no right or interest of any Member in the Plan will be
liable for, or be subject to, any obligation or liability of such
Member. This Section 18.6 shall apply to the creation, assignment
or recognition of a right to any benefit payable with respect to a
Member pursuant to a domestic relations order, but shall not apply
if the order is determined to be a qualified domestic relations
order within the meaning of Section 414(p) of the Code. Notwith-
standing any other provision of the Plan, benefits payable under
the Plan shall be paid under the terms of any such qualified
domestic relations order.
18.7 Prevention of Escheat. In the event any distribution mailed
to a Member or the Beneficiary at the last known address remains
unclaimed by the Member or his Beneficiary as the case may be, for
a period of 24 months and payment cannot be made alternatively to
the estate of either and no surviving spouse, child, parent,
brother or sister, or grandchild of the Member or Beneficiary are
known to the Employer or the Trustee, or if known, cannot with
reasonable diligence be located, the amount payable may be
canceled on the records of the Plan and used to reduce Matching
Contributions, except that if the Member or Beneficiary later
notifies the Corporate Benefits Committee of his whereabouts and
requests the amount due him under the Plan, the amount will be
paid in accordance with Article X.
18.8 Designation of Beneficiary.
(a) Any Member may at any time and from time to time
designate the Beneficiary to whom the amounts in his Accounts will
be delivered in the event of the Member's death. Any such
designation will take precedence over any testamentary or other
disposition. Such designation or any change or cancellation of
such designation under this Plan will become effective only upon
the receipt thereof as provided in Section 18.2, and will then
relate back to the date of its execution; provided, however, that
neither the Trustee, the Corporate Benefits Committee, nor the
Employer will be liable by reason of any payment made before
receipt of such designation, change, or cancellation to the
Member's estate or to any Beneficiary previously designated.
(b) Notwithstanding any other provision of the Plan to the
contrary, a married Member who designates a Beneficiary other than
his spouse must obtain the written consent of such spouse, which
consent acknowledges the effect of such designation and is
witnessed by a notary public or Plan representative.
(c) If no Beneficiary designation is effective pursuant to
this Section 18.8, or if the Corporate Benefits Committee or the
Trustee are in doubt as to the right of any claimant, or if the
designated Beneficiary predeceases the Member, the amount in
question may, in the discretion of the Corporate Benefits
Committee, be paid directly to the estate of the Member, in which
event the Trustee, the Employer, and the Corporate Benefits
Committee will have no further responsibility or liability with
respect thereto.
(d) Upon receipt by the of evidence satisfactory to it of
the death of a Member and of the existence and identity of the
Beneficiary designated by the Member, the Trustee shall pay to
such Beneficiary an amount equal to the balance of the Member's
Accounts in accordance with the provisions of Article X.
18.9 Voting Rights. Before each annual or special meeting of
stockholders of the Company, the Company will cause the Trustee to
send to each Member a copy of the proxy solicitation material
therefor, together with a form requesting confidential
instructions to the Trustee on how to vote the shares of Stock
allocated to the Member's Accounts. Upon receipt of such
instructions in conformance with the proxy solicitation material,
the Trustee will vote the shares of Stock as instructed.
Instructions received from individual Members by the Trustee will
be held in strictest confidence and will not be divulged or
released to any person, including officers or employees of any
Employer. The Trustee will vote the shares of Stock for which no
instructions have been received in the same proportion as the
shares for which instructions have been received.
18.10 Tender or Exchange Offer. Notwithstanding any other
provision of this Plan or of the Trust Agreement, the Investment
Committee shall be the sole named fiduciary with respect to the
control and management of assets held in the Company Stock Fund
and the Trustee shall have no authority or responsibility with
respect to such control or management. If a tender or exchange
offer is made for Stock, the Investment Committee shall determine
whether, under the circumstances the terms of the offer are such
that the provisions of the Plan and Trust Agreement requiring
retention of Stock in the Company Stock Fund (other than to effect
distributions or inter-account transfers under the Plan) can no
longer be validly applied without violation of Section 404(a) of
the Act. In making such determination the Investment Committee
shall take into account the purpose of the Plan to invest Employer
contributions and designated Member Elected Contributions in
Stock. If the Investment Committee determines that such
provisions can no longer be validly applied, such Committee may,
in its sole discretion, direct a disposition of Stock pursuant to
such offer.
18.11 Fractional Interests in Stock. Notwithstanding any other
provision of this Plan, no distribution of a fractional interest
in Stock held by the Trustee will be made to any Member or his
Beneficiary. All fractional interests in Stock otherwise
distributable from Members' Accounts will be the amount in such
fund on the Valuation Date coincident with or next succeeding the
date the distribution is to be made and a sum equal thereto will
be distributed in cash. Any distribution in cash based on an
interest in a fractional share will be considered for all purposes
hereof as a distribution of the fractional interest in the share.
18.12 Payment or Distribution to a Member. Any payment or
distribution to a Member, or in case of his death to his
Beneficiary, at the last known post office address of the
distributee on file with the Corporate Benefits Committee, will
constitute a complete acquittance and discharge to each member of
the Corporate Benefits Committee, every Director, Officer, and
employee of each Employer having an interest in the Trust Fund.
18.13 Service of Process. The Corporate Benefits Committee is
designated as the agent of each Employer and of the Plan for
service of process to commence any legal proceeding against an
Employer or against the Plan, pertaining to this Plan or the
determination of any rights hereunder.
18.14 Governing Law. The validity of the Plan or any of its
provisions will be determined under, and it shall be construed and
administered according to, the laws of the State of New York,
except as may be required by any provision of the Act.
18.15 Direct Rollover of Eligible Rollover Distributions. This
Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section,
a distributee may elect, at the time and in the manner prescribed
by the Corporate Benefits Committee, to have any portion of an
eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
For purposes of this Section, the following definitions apply.
(a) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any distribution
that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under
Section 401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to
employer securities).
(b) Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in Section 408(a) of
the Code, an individual retirement annuity described in Section
408(b) of the Code, an annuity plan described in Section 403(a)
of the Code, or a qualified trust described in Section 401(a) of
the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan
is an individual retirement account or individual retirement
annuity.
(c) Distributee: A distributee includes an Employee or
former Employee. In addition, the Employee's or former Employee's
surviving spouse and the Employee's or former Employee's spouse or
former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the
Code, are distributees with regard to the interest of the spouse
or former spouse.
(d) Direct rollover: A direct rollover is payment by the
Plan to the eligible retirement plan specified by the distributee.
18.16 Verti-Line Product Line of Aurora Pump. Active Employees of
the Verti-Line product line of Aurora Pump on March 17, 1986 shall
be 100% vested in the Matching Contributions as of March 17, 1986
and shall receive such benefits at such time as they become
entitled to them under the normal terms of such Plan.
18.17 Tapco International, Inc. Active Employees of Tapco Inter-
national, Inc. on March 31, 1986 shall be 100% vested in the
Matching Contributions as of March 31, 1986 and shall receive such
benefits at such time as they become entitled to them under the
normal terms of such Plan.
18.18 Warren Communications, Littleton, Massachusetts. Active
Employees of Warren Communications, Littleton, Massachusetts on
August 15, 1986 shall be 100% vested in the Matching Contributions
as of August 15, 1986 and shall receive such benefits at such
times as they become entitled to them under the normal terms of
such Plans.
18.19 GS Electric Motors, Inc. Active Employees of GS Electric
Motors, Inc. involuntarily terminated as a result of the closing
of the Racine facility on August 15, 1986 shall be 100% vested in
the Matching Contributions as of August 15, 1986 and shall receive
such benefits at such time as they become entitled to them under
the normal terms of such Plan.
18.20 Kieley & Mueller. Active Employees of Kieley & Mueller
involuntarily terminated as a result of the closing of the Kieley
& Mueller plant shall be 100% vested in the Matching Contributions
as of the date each such employee ceases to be employed and shall
receive such benefits at such time as they become entitled to them
under the normal terms of such Plan.
18.21 Cardion Electronics, Inc. Active Employees of Cardion
Electronics, Inc. on September 12, 1986 shall be 100% vested in
the Matching Contributions as of September 12, 1986 and shall
receive such benefits at such time as they become entitled to them
under the normal terms of such Plan or to elect a trust to trust
transfer of their account balances to the "qualified" defined
contribution plan of ISC Defense and Space Group.
18.22 Drytek, Inc. For employees of Drytek, Inc., as of January 1,
1987, former service with Drytek, Inc. shall be recognized as
Continuous Employment for meeting the one-year service requirement
for Matching Contributions.
18.23 Nelson Electric, Homer, Louisiana. Active Employees of
Nelson Electric, Homer, Louisiana involuntarily terminated as a
result of either the sale of the Marine Hardware Division on June
23, 1986 or the closing of the facility on April 10, 1987 shall be
100% vested in the Matching Contributions as of June 23, 1986 or
April 10, 1987, respectively, and shall receive such benefits at
such time as they become entitled to them under the normal terms
of such Plan.
18.24 Cincinnati Time, Inc. Active Employees of Cincinnati Time,
Inc. on May 2, 1987 shall be 100% vested in the Matching
Contributions as of May 2, 1987 and shall receive such
benefits at such time as they become entitled to them under the
normal terms of such Plan.
18.25 Nester Instruments Company. Active Employees of Nester
Instruments Company involuntarily terminated as a result of the
closing of the Nester Instruments Company on May 29, 1987 shall be
100% vested in the Matching Contributions as of the date each such
employee ceases to be employed and shall receive such benefits at
such time as they become entitled to them under the normal terms
of such Plan.
18.26 Hydreco. Active Employees of Hydreco on September 11, 1987
shall be 100% vested in the Matching Contributions as of September
11, 1987 and shall receive such benefits at such time as they
become entitled to them under the normal terms of such Plan.
18.27 Quali-Cast Corporation. Active Employees of Quali-Cast
Corporation on September 19, 1987 shall be 100% vested in the
Matching Contributions as of September 19, 1987 and shall receive
such benefits at such times as they become entitled to them under
the normal terms of such Plan.
18.28 Anchor Electric. Active Employees of Anchor Electric on
November 6, 1987 shall be 100% vested in the Matching
Contributions as of November 6, 1987 and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.29 BIF. Active Employees of BIF involuntarily terminated after
December 1, 1987 as a result of the closing of the BIF facility at
West Warwick, R.I. shall be 100% vested in the Matching
Contributions as of the date each such employee ceases to be
employed and shall receive such benefits at such time as they
become entitled to them under the normal terms of such Plan.
18.30 Marsh Instrument Company. Active Employees of Marsh
Instrument Company on March 17, 1988 shall be 100% vested in the
Matching Contributions as of March 17, 1988 and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.31 Nelson Electric, Marine Division. Active Employees of
Nelson Electric, Marine Division on March 29, 1988 shall be 100%
vested in the Matching Contributions as of March 29, 1988 and
shall receive such benefits at such times as they become entitled
to them under the normal terms of such Plan.
18.32 Ultraglas. Active Employees of Ultraglas on January 22,
1988 shall be 100% vested in the Matching Contributions as of
January 22, 1988 and shall receive such benefits at such times as
they become entitled to them under the normal terms of such Plan.
18.33 Ultratech Photomask. Active Employees of Ultratech
Photomask on April 1, 1988 shall be 100% vested in the Matching
Contributions as of April 1, 1988 and shall receive such benefits
at such times as they become entitled to them under the normal
terms of such Plan.
18.34 Ceilcote Company, Inc. Active Employees of Ceilcote
Company, Inc. on April 29, 1988 shall be 100% vested in the
Matching Contributions as of April 29, 1988 and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan or to elect a trust to trust transfer of
their account balances to the Master Builders Savings Investment
Plan.
18.35 Karkar Electronics. Active Employees of Karkar Electronics
involuntarily terminated after June 10, 1988 as a result of the
consolidation of Karkar Electronics into Tau-tron and
Telecommunications Technology or terminated after October 1, 1988
shall be 100% vested in the Matching Contributions as of the date
each such employee ceases to be employed and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.36 Accutel. Active Employees of Accutel involuntarily
terminated after September 13, 1988 as a result of the
announcement of the closing of Accutel shall be 100% vested in the
Matching Contributions as of the date each such employee ceases to
be employed and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.37 Northeast Electronics Division. Active Employees of the
Concord, New Hampshire plant of Northeast Electronics Division
terminated on and after October 28, 1988 as a result of the
closing of the Concord, New Hampshire plant of Northeast
Electronics Division shall be 100% vested in the Matching
Contributions as of the date each such employee ceases to be
employed and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.38 Camarillo Plan (Formerly BIF Accutel). Active Employees of
the Camarillo plant involuntarily terminated after November 18,
1988 as a result of the closing of the Camarillo plant shall be
100% vested in the Matching Contributions as of the date each such
employee ceases to be employed and shall receive such benefits at
such times as they become entitled to them under the normal terms
of such Plan.
18.39 Merrick Corporation. Active Employees of the Merrick
Corporation involuntarily terminated after December 9, 1988 as a
result of the closing of the Merrick office shall be 100% vested
in the Matching Contributions as of the date each such employee
ceases to be employed and shall receive such benefits at such
times as they become entitled to them under the normal terms of
such Plan.
18.40 Henschel. Active Employees of Henschel on May 12, 1989
shall be 100% vested in the Matching Contributions as of May 12,
1989 and shall receive such benefits at such times as they become
entitled to them under the normal terms of such Plan.
18.41 Rucker & Kolls. Active Employees of Rucker & Kolls on
October 26, 1989 shall be 100% vested in the Matching
Contributions as of October 26, 1989 and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.42 Axel Electronics, Inc. Active Employees of Axel
Electronics, Inc. on December 28, 1989 shall be 100% vested in the
Matching Contributions as of December 28, 1989 and shall receive
such benefits at such times as they become entitled to them under
the normal terms of such Plan.
18.43 Leeds & Northrup. Active Employees of Leeds & Northrup
involuntarily terminated after February 28, 1990 as a result of
the closing of the Irondale, Alabama facility shall be 100% vested
in the Matching Contributions as of the date each such employee
ceases to be employed and shall receive such benefits as such
times as they become entitled to them under the normal terms of
such Plan.
18.44 Aerotron. Active Employees of Aerotron on March 14, 1990
shall be 100% vested in the Matching Contributions as of March 14,
1990 and shall receive such benefits at such times as they become
entitled to them under the normal terms of such Plan.
18.45 Ultratech Stepper. Active Employees of Ultratech Stepper
whose employment was terminated between May 1, 1990 and July 9,
1990 in connection with the proposed consolidation of the GCA and
Ultratech organizations into the GCA/Ultratech unit or
involuntarily terminated on and after July 9, 1990 in connection
with the proposed sale of Ultratech Stepper to New Enterprise
Associates, shall be 100% vested in the Matching Contributions as
of the date each such employee ceases to be employed and shall
receive such benefits at such times as they become entitled to
them under the normal terms of such Plan.
18.46 Hevi-Duty, Puerto Rico. Active Employees of Hevi-Duty,
Puerto Rico on May 17, 1990 shall be 100% vested in the Matching
Contributions as of May 17, 1990 and shall receive such benefits
at such times as they become entitled to them under the normal
terms of such Plan.
18.47 Leeds & Northrup. Active Employees of Leeds & Northrup
involuntarily terminated after May 31, 1990 as a result of the
closing of the Salt Lake City plant shall be 100% vested in the
Matching Contributions as of the date each such employee ceases to
be employed and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.48 GCA/Tropel. Active Employees of GCA/Tropel terminated on
and after May 31, 1990 in connection with the transfer of its
government business operation to Optimal Technology Incorporated
of Rochester, New York shall be 100% vested in the Matching
Contributions as of the date each such employee ceases to be
employed and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.49 Kayex. Active Employees of Kayex involuntarily terminated
after October 19, 1990 as a result of the closing the Spitfire
facility shall be 100% vested in the Matching Contributions as of
the date each such employee ceases to be employed and shall
receive such benefits at such times as they become entitled to
them under the normal terms of such Plan.
18.50 Semiconductor Systems. Active Employees of Semiconductor
Systems on December 3, 1990 shall be 100% vested in the Matching
Contributions as of December 3, 1990 and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.51 General Railway Signal Company. Active Employees of General
Railway Signal Company on March 11, 1991 shall be 100% vested in
the Matching Contributions and shall receive such benefits at such
times as they become entitled to them under the normal terms of
such Plan.
18.52 New York Air Brake Company. Active Employees of New York
Air Brake Company involuntarily terminated on and after December
10, 1990 in connection with the sale of New York Air Brake Company
and active employees of New York Air Brake Company on the date of
sale, January 2, 1991, shall be 100% vested in the Matching
Contributions as of either the date each such employee ceases to
be employed or the date of sale, as applicable, and shall receive
such benefits at such times as they become entitled to them under
the normal terms of such Plan.
18.53 GS Thinfilm. Active Employees of GS Thinfilm involuntarily
terminated on and after October 26, 1990 in connection with the
sale of GS Thinfilm and active employees of GS Thinfilm on the
date of sale shall be 100% vested in the Matching Contributions as
of either the date each such employee ceases to be employed or the
date of sale, as applicable, and shall receive such benefits at
such times as they become entitled to them under the normal terms
of such Plan.
18.54 Merrick Industries, Inc. Active Employees of Merrick
Industries, Inc. on September 27, 1991 shall be 100% vested in the
Matching Contributions as of September 27, 1991 and shall receive
such benefits at such times as they become entitled to them under
the normal terms of such Plan.
18.55 Alarm and Control Product Line of Telecommunications
Technology. Active Employees of the Alarm and Control Product
Line of Telecommunications Technology on January 8, 1992 shall be
100% vested in the Matching Contributions as of January 8, 1992
and shall receive such benefits at such times as they become
entitled to them under the normal terms of such Plan.
18.56 Telecommunications Technology. Employees of
telecommunications Technology who are actively at work on January
27, 1992 and who are involuntarily terminated on and after January
27, 1992 in connection with either the sale of Telecommunications
Technology or the closing of the Telecommunications Technology
facility shall be 100% vested in the Matching Contributions as of
the date each such employee ceases to be employed and shall
receive such benefits at such times as they become entitled to
them under the normal terms of such Plan.
18.57 Center for Precision Machining of GCA. Active Employees of
the Center for Precision Machining of GCA involuntarily terminated
on and after March 31, 1992 in connection with the sale of the
Center for Precision Machining of GCA and active employees of the
Center for Precision Machining of GCA on the date of sale shall be
100% vested in the Matching Contributions as of either the date
each such employee ceases to be employed or the date of sale, as
applicable, and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.58 Proportioneer Division of Lightnin. Active employees of the
Proportioneer Division of Lightnin involuntarily terminated on and
after April 13, 1992 in connection with the sale of the
Proportioneer Division of Lightnin and active employees of the
Proportioneer Division of Lightnin on the date of sale shall be
100% vested in the Matching Contributions as of either the date
each such employee ceases to be employed or the date of sale, as
applicable, and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.59 Switching Products Division of Hevi-Duty/Nelson. Active
employees of the Switching Products Division of Hevi-Duty/Nelson
involuntarily terminated on and after April 13, 1992 in connection
with the sale of the Switching Products Division of Hevi-
Duty/Nelson and active employees of the Switching Products
Division of Hevi-Duty/Nelson on the date of sale shall be 100%
vested in the Matching Contributions as of either the date each
such employee ceases to be employed or the date of sale, as
applicable, and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.60 Dynapower/Stratopower. Active employees of Dynapower/
Stratopower involuntarily terminated on and after April 21, 1992
in connection with the relocation of Dynapower/ Stratopower to
Charleston, South Carolina shall be 100% vested in the Matching
Contributions as of the date each such employee ceases to be
employed, and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.61 Ultratech Stepper Division. Active Employees of the
Ultratech Stepper Division on March 5, 1993 shall be 100% vested
in the Matching Contributions as of March 5, 1993 and shall
receive such benefits at such times as they become entitled to
them under the normal terms of such Plan.
18.62 GCA Division and Tropel Division of General Signal
Technology Corporation. Active Employees of the GCA Division and
the Tropel Division involuntarily terminated on and after March
26, 1993 as a result of the suspension of the Andover,
Massachusetts production operations shall be 100% vested in the
Matching Contributions as of the date
each such employee ceases to be employed and shall receive
such benefits at such times as they become entitled to them under
the normal terms of such Plan.
18.63 Electroglas Division. Active Employees of the Electroglas
Division on June 30, 1993 shall be 100% vested in the Matching
Contributions as of June 30, 1993 and shall receive such benefits
at such times as they become entitled to them under the normal
terms of such Plan.
18.64 Drytek, Incorporated. Active Employees of Drytek,
Incorporated on June 30, 1993 shall be 100% vested in the Matching
Contributions as of June 30, 1993 and shall receive such benefits
at such times as they become entitled to them under the normal
terms of such Plan.
18.65 DeZurik, La Grange, Georgia. Active Employees of DeZurik
involuntarily terminated as a result of the closing of the
DeZurik, La Grange, Georgia facility shall be 100% vested in the
Matching Contributions as of the date each such employee ceases to
be employed and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.66 Dielectric Communications. Active employees of Dielectric
Communications involuntarily terminated after December 1, 1993 as
a result of the closing of the Dielectric Communications facility
at Voorhees, New Jersey shall be 100% vested in the Matching
Contributions as of the date each such employee ceases to be
employed and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.67 Lindberg / Revco. Active employees of the Blue M facility
of Lindberg/Revco at Blue Island, Illinois involuntarily
terminated as a result of the closing of the facility shall be
100% vested in the Matching Contributions as of the date each
employee ceases to be employed and shall receive such benefits at
such times as they become entitled to them under the normal terms
of such Plan.
18.68 Sola / Hevi-Duty. Active employees of the Sola/Hevi-Duty
Lakeland, Florida plant involuntarily terminated in connection
with closing of the plant on or after August 20, 1993, shall be
100% vested in the Matching Contributions as of the date of
termination and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.69 GCA Tropel. Active employees of GCA Tropel involuntarily
terminated in connection with the sale of GCA Tropel on April 22,
1994 shall be 100% vested in the Matching Contributions as of the
date of sale and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.70 UNIVAL Product Line of DeZurik. Active employees of UNIVAL
Product Line of DeZurik involuntarily terminated as a result of
the transfer of the Tampa, Florida plant to the McMinnville,
Tennessee plant after June 30, 1994 shall be 100% vested in the
Matching Contributions as of the date each such employee ceases to
be employed and shall receive such benefits at such times as they
become entitled to them under the normal terms of such Plan.
18.71 Assembly Technologies. Active employees of Assembly
Technologies on July 13, 1994 shall be 100% vested in the Matching
Contributions as of July 13, 1994 and shall receive such benefits
at such times as they become entitled to them under the normal
terms of such Plan.
18.72 Leeds & Northrup Company. Active employees of Max Systems,
a product line of Leeds & Northrup Company, involuntarily
terminated in connection with the sale of Max Systems shall be
100% vested in the Matching Contributions and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.73 Telenex Corporation. Active exempt and non-exempt employees
of Telenex Corporation involuntarily terminated in connection with
the closing of the Springfield, Virginia plant shall be 100%
vested in the Matching Contributions and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.74 Leeds & Northrup Company. Active employees of Leeds &
Northrup Company involuntarily terminated in connection with the
sale of Leeds & Northrup Company shall be 100% vested in the
Matching Contributions and shall receive such benefits at such
times as they become entitled to them under the normal terms of
such Plan.
18.75 Telenex Corporation. Active employees of Telenex
Corporation involuntarily terminated in connection with the
closing of the AR Test Systems facility located at 7401 Boston
Boulevard, Springfield, VA shall be 100% vested in the Matching
Contributions and shall receive such benefits at such times as
they become entitled to them under the normal terms of such Plan.
18.76 Revco/Lindberg. Active employees of Revco/Lindberg
involuntarily terminated in connection with the relocation of the
Laboratory Furnaces Line from Watertown, WI to Asheville, NC
shall be 100% vested in the Matching Contributions and shall
receive such benefits at such times as they become entitled to
them under the normal terms of such Plan.
18.77 Elk Grove Facility of Sola Electric. Active employees of
Sola Electric involuntarily terminated after September 21, 1995 as
a result of the closing of the Elk Grove facility shall be 100%
vested in the Matching Contributions as of the date each such
employee ceases to be employed and shall receive such benefits at
such times as they become entitled to them under the normal terms
of such Plan.
18.78 Dynapower/Stratopower. Active employees of
Dynapower/Stratopower involuntarily terminate on and after October
23, 1995 in connection with the sale of Dynapower/Stratopower
shall be 100% vested in the Matching Contributions as the date
each such employee ceases to be employed and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
18.79 Kinney Vacuum Company. Active employees of the Kinney Vacuum
Company on February 11, 1996 shall be 100% vested in the Matching
Contributions as of February 11, 1996 and shall receive such
benefits at such times as they become entitled to them under the
normal terms of such Plan.
ARTICLE XIX
AMENDMENT, TERMINATION AND MERGER
19.1 The Company, by action of the Board of Directors, at any time
or from time to time may amend or modify the Plan to any extent
that it may deem advisable. The Human Resources Officer may adopt
amendments to the Plan which it deems necessary or appropriate to
comply with applicable laws or government regulations or which do
not materially increase the annual cost of the Plan to the
Employers. No such amendment shall:
(1) increase the duties and responsibilities of the Trustee
without its consent;
(2) have the effect of revesting in any Employer the whole or
any part of the principal or income of the Trust fund or of
diverting any part of such principal or income to purposes other
than for the exclusive benefit of the Members and their Bene-
ficiaries; or
(3) cause any reduction to any Member's Accounts.
19.2 The Company, by action of the Board of Directors, at any time
may discontinue all Contributions under the Plan or terminate the
Plan in its entirety. Each Employer may, by action of its Board of
Directors, take similar action as to Members who are its
employees. Upon complete discontinuance of contributions under the
Plan or termination of the Plan as to any Members hereunder, the
Accounts of such Members will become fully vested, and will not
thereafter be subject to forfeiture.
19.3 No merger or consolidation with, or transfer of assets or
liabilities to, any other plan shall occur unless each Member of
the Plan would (if the Plan then terminated) receive a
benefit immediately after the merger, consolidation or transfer
which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation,
or transfer (if the Plan had then terminated).
ARTICLE XX
TRANSFERS OF ACCOUNTS FROM OTHER PLANS
20.1 Purpose of this Article. The purpose of this Article is to
specify the provisions governing Account balances that represent
assets transferred to this Plan (the "Transferred Assets") from
other defined contribution plans that are qualified under Section
401(a) of the Code and whose assets were exempt from tax under
Section 501(a) of the Code (an "Other Plan"). For purposes of
this Article, a distribution to an individual from an Other Plan
which is transferred to this Plan by such individual in a transfer
intended to qualify for tax-free rollover treatment pursuant to
Section 402(a)(5) or 408(d)(3) of the Code shall be considered a
transfer of assets from such Other Plan.
20.2 Approval of Transfers. The Corporate Benefits Committee, in
its discretion, may approve from time to time the transfer of
assets from an Other Plan, provided that the transfer satisfies
the requirements of Section 19.3 of this Plan and does not
adversely affect the tax qualified status of this Plan. If the
Other Plan is not maintained by a member of the Controlled Group,
the Corporate Benefits Committee must receive an affidavit from
the trustee and plan administrator of the Other Plan to the effect
that such Other Plan is qualified, its assets are exempt from
federal income tax and the transfer will not adversely affect such
status or, in the alternative, that the assets to be transferred
constitute an "eligible rollover distribution" as defined in
Section 402(c)(5)(E) of the Code; provided, however, that if the
transfer to this Plan is intended to qualify as a tax-free
rollover from an individual retirement account or annuity under
Section 408(d)(3) of the Code, the Corporate Benefits Committee
may instead require the individual requesting the transfer to
supply such affidavits or other evidence as the Corporate Benefits
Committee may deem appropriate to establish that the transfer will
satisfy the requirements for such a tax-free rollover. The
Corporate Benefits Committee, in its discretion, may require
approval of the transaction by the Internal Revenue Service prior
to accepting any such transfer.
20.3 Membership in the Plan. No assets may be transferred to this
Plan from an Other Plan unless each individual who has an interest
in the Transferred Assets is or was an employee of the Controlled
Group. Each individual who has an interest in the Transferred
Assets shall become a Member of this Plan with the following
rights:
(a) If the individual satisfies the requirements for
membership specified in Article III, he will have all the rights
of a Member;
(b) If the individual has not satisfied the requirements
for membership specified in Article III, he will have the right of
a Member only as to the Accounts maintained on his behalf to
account for the Transferred Assets (i.e., rights pertaining to
investment, withdrawal and distribution of such Accounts).
20.4 Allocation of Transferred Assets. Each Member's interest in
the Transferred Assets and any earnings thereon will be separately
accounted for and allocated to the Member's Accounts as follows:
(a) To the Member's Tax Deferred Contribution Account - All
Transferred Assets representing (1) contributions that were made
to an Other Plan maintained by a member of the Controlled Group
and that were not includible in the Member's gross income under
the Code in the year for which they were contributed or thereafter
and (2) earnings on such contributions will be allocated to the
Member's Tax Deferred Contribution Account; and
(b) To the Member's Taxed Contribution Account - The
balance of the Member's interest in the Transferred Assets and all
Transferred Assets from an Other Plan not maintained by a member
of the Controlled Group will be allocated to his Taxed Con-
tribution Account.
Transferred Assets allocated to an Account will be governed
by all of the rules applicable to that Account. The allocation of
Transferred Assets to the Member's Accounts will not be considered
a Tax Deferred contribution for purposes of Section 4.6(b)(1)
(regarding compliance with the deferral percentage limitations
imposed by Section 401(k)(3)) nor an Account Addition for purposes
of Section 6.3 (regarding the limitations imposed by Section 415
of the Code). Unless otherwise determined by the Corporate
Benefits Committee, a distribution from a Member's Accounts will
be deemed to be made first from Transferred Assets allocated to
the Account.
20.5 Special Rule for Distributions at Termination of Employment
Under Section 10.2. If a Member's Tax Deferred Contribution
Account contains any Transferred Assets and he is entitled to a
distribution from the Plan pursuant to Section 10.2, then, instead
of the distribution elections specified in Section 10.2, a
terminating Member may elect to receive the portion of his
Accounts representing the Transferred Assets, determined as of the
Valuation Date which coincides with or immediately follows the
date of his termination of employment, and the payment of the
balance of his Accounts at a later date in accordance with Section
10.2(c).
20.6 Provisions of Other Plan Superseded. The provisions of this
Plan will supersede the provisions of any Other Plan with respect
to the Transferred Assets, except as may otherwise be required by
Section 411 (2) (6) of the Code In particular, all beneficiary
designations and other elections made under the Other Plan will be
canceled effective as of the date such Other Plan assets are
transferred to this Plan and made a part of the Trust Fund. Upon
the Member's death, the amount in his Accounts representing
Transferred Assets will be paid to the Beneficiary designated
under this Plan in accordance with Sections 10.1, 10.4(a)(i) and
18.8.
ARTICLE XXI
TOP-HEAVY PROVISIONS
21.1 Top-Heavy Determination. Notwithstanding any other
provision of this Plan to the contrary, this Article XXI shall
apply for any Plan Year if the Plan is a "Top-Heavy Plan" as
defined herein. The Plan shall be a "Top-Heavy Plan" if, as of
the Determination Date, the present value of the cumulative
accrued benefits of Key Employees exceeds sixty percent (60%) of
the present value of the cumulative accrued benefits under the
Plan of all Employees (but excluding the value of the accrued
benefits of the Non-Key Employees who were formerly Key
Employees). In determining whether this Plan is a Top-Heavy Plan,
the Company and all members of the Controlled Group shall be
treated as a single employer. In addition, all plans that are
part of the Aggregation Group shall be treated as a single plan.
For purposes of the foregoing, the present value of an
Employee's accrued benefit shall be equal to the sum of the
amounts determined under the following paragraphs:
(a) The sum of (i) the present value of an Employee's
accrued benefits in each defined benefit plan which is included in
the Aggregation Group determined as of the most recent Valuation
Date within the twelve (12) month period ending on the Deter-
mination Date and as if the Employee had terminated service as of
such Valuation Date and (ii) the aggregate distributions made with
respect to such Employee during the five-year period ending on the
Determination Date from all defined benefit plans included in the
Aggregation Group and not reflected in the present value of his
accrued benefits as of the most recent Valuation Date; and
(b) The sum of (i) the aggregate balance of his accounts in
all defined contribution plans which are part of the Aggregation
Group as of the most recent Valuation Date within the twelve (12)
month period ending on the Determination Date, (ii) any
contributions allocated to such accounts after the Valuation Date
and on or before the Determination Date and (iii) the aggregate
distributions made with respect to such Employee during the five-
year period ending on the Determination Date from all defined
contribution plans which are part of the Aggregation Group and not
reflected in the value of his accounts as of the most recent
Valuation Date.
Solely for the purpose of determining if the Plan, or
any other plan included in a required aggregation group of which
this Plan is a part, is top - heavy (within the meaning of Section
416(g) of the Code) the accrued benefit of an Employee other than
a key employee (within the meaning of Section 416(i)(1) of the
Code) shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all plans maintained
by the Controlled Group, or (b) if there is no such method, as if
such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional accrual rate of Section
411(b)(1)(C) of the Code.
Plan-to-plan transfers and rollovers shall be taken
into account to the extent provided in the applicable Treasury
Regulations. In addition, for purposes of paragraphs (a)(ii) and
(b)(iii) above, distributions under a terminated plan which, if
such plan had not terminated, would have been required to be
included in an Aggregation Group, shall also be taken into
account.
21.2 Top-Heavy Definitions. The following terms shall have the
following meanings:
(a) "Aggregation Group" means
(i) Each stock bonus, pension, or profit sharing plan
of the Company in which a Key Employee participates and which is
intended to qualify under Section 401(a) of the Code; and
(ii) Each other such stock bonus, pension or profit
sharing plan of the Company which enables any plan in which a Key
Employee participates to meet the requirements of Section
401(a)(4) or 410 of the Code; and
(iii) Each other such stock bonus, pension or profit
sharing plan of the Company which the Company designates as part
of the Aggregation Group provided that the resulting group meets
the requirements of Section 401(a) and 410 of the Code.
(b) "Determination Date" means the last day of the
preceding Plan Year, except that for the first plan year of any
plan, the Determination Date shall be the last day of such plan
year.
(c) "Key Employee" means any Employee, former Employee, or
the beneficiary under the Plan of a former Employee who, in the
Plan Year containing the Determination Date, or any of the four
preceding Plan Years, is:
(i) An officer of the Company having an annual
compensation greater than 150% of the maximum dollar limitation
under Section 415(c)(1)(A) of the Code. Not more than fifty (50)
Employees or, if lesser, the greater of three (3) Employees or ten
percent (10%) of the Employees shall be considered as officers for
purposes of this paragraph.
(ii) One of the ten (10) Employees owning (or
considered as owning within the meaning of Section 318 of the
Code) the largest interest in the Company and having an annual
compensation greater than the maximum dollar limitation under
Section 415(c)(1)(A) of the Code.
(iii) A five-percent (5%) owner of the Company.
(iv) A one-percent (1%) owner of the Company having an
annual compensation of more than $150,000.
An Employee's ownership interest in the Company shall
be determined in accordance with Section 416(i) of the Code.
(d) "Non-Key Employees" means any Employee, former
Employee, or the beneficiary under the Plan of a former Employee
who is not a Key Employee.
(e) "Compensation" means compensation as defined in Section
415 of the Code.
21.3 Minimum Top-Heavy Contribution. If this Article XXI applies
to the Plan for any Plan Year, the Company contribution to the
Plan (excluding Tax Deferred Contributions and any Matching
Contributions required to meet the provisions of Section 5.5.) and
all other defined contribution plans included in the Aggregation
Group for such Plan Year on behalf of each Non-Key Employee who is
a Member of this Plan, whether or not such Non-Key Employee elects
to make Tax Deferred Contributions to the Plan for such Plan Year,
shall not in the aggregate be less than the lesser of (i) three
percent (3%) of such Non-Key Employee's compensation, or (ii) the
percentage of compensation contributed, or required to be contri-
buted (including any Tax Deferred Contributions), by the Company
in the aggregate to the Plan and all other defined contribution
plans in the Aggregation Group for such Plan Year on behalf of the
Key Employee for whom such percentage is the highest (disregarding
for this purpose compensation of such Key Employee for such Plan
Year in excess of the dollar limit in effect under Section 401(a)
(17) of the Code for such year), multiplied by such Non-Key
Employee's compensation. If the amount contributed in the
aggregate on behalf of any Non-Key Employee under the Plan and all
other defined contribution plans in the Aggregation Group would
otherwise be less than the minimum contribution required by this
Section 21.3, an additional contribution shall be made to such
plan or plans as the Company shall designate so that the minimum
contribution requirement set forth in this Section 21.3 is
satisfied. This Section 21.3 shall not apply to any Non-Key
Employee who is a participant in any defined benefit plan included
in the Aggregation Group under which such Non-Key Employee
receives the minimum benefit required by Section 416 of the Code
and applicable Treasury Regulations.
21.4 Top-Heavy Vesting Requirements.
(a) If this Article XXI applies to the Plan for any Plan
Year, then notwithstanding the provisions of Section 8.1, a
Member's nonforfeitable interest in his Accounts attributable to
Company contributions shall not be less than the appropriate
percentage set forth below:
Full Years
of Continuous Nonforfeitable
Employment Percentage
Less than 2 0%
2 20
3 40
4 60
5 80
6 or more 100
(b) A Member's nonforfeitable interest in his Accounts
shall not be less than the greater of (i) his nonforfeitable
interest determined pursuant to Section 8.1 or (ii) his
nonforfeitable interest determined pursuant to this Section 21.4
as of the last day of the last Plan Year in which this Article XXI
applies to the Plan.
(c) If this Article XXI ceases to apply to the Plan, each
Member having five or more full years of Continuous Employment
(determined as of the first day of the Plan Year in which the
Article XXI ceases to apply to the Plan) shall have his
nonforfeitable interest determined in accordance with the schedule
contained in this Section 21.4 if such schedule results in a
higher nonforfeitable interest than that determined under Section
8.1.
21.5 Top-Heavy Section 415 Limitation. If this Article XXI
applies to the Plan for any Plan Year commencing prior to January
1, 2000, then the defined benefit plan fraction and defined
contribution plan fraction applied under Section 6.3(d) shall be
applied by substituting "1.0" for "1.25" in each place such number
appears in Section 415(e) of the Code, unless the following
requirements are met:
(1) The defined benefit plan or plans of the Company in
which each Non-Key Employee participates provides a benefit on his
behalf not less than the minimum benefit required under Section
416(b) of the Code and Treasury Regulations thereunder.
(2) This Article XXI would not apply if "ninety percent
(90%)" were substituted for "sixty percent (60%)" in each place
such term appears in Section 21.1.
This Section 21.5 shall not apply to any Member as long as
there are (i) no Company contributions, forfeitures or voluntary
contributions allocated to such Member under any defined
contribution plan of the Company and (ii) no accruals for such
Member under any defined benefit plan of the Company.
PAGE 1
EXHIBIT 23.1
Consent of Independent Auditors
The Corporate Benefits Committee
General Signal Corporation:
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-46613) pertaining to the
General Signal Corporation Savings and Stock Ownership Plan and
related Prospectus of our report dated April 2, 1997 with respect
to the financial statements of the General Signal Corporation
Savings and Stock Ownership Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1996.
/s/ Ernst & Young LLP
Stamford, Connecticut
May 6, 1997
