UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the Quarter Ended Commission File No.
December 31, 1993 1-6442-1
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from _________ to ________
ORANGE-CO, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
59-0918547
(IRS Employer Identification Number)
2020 U.S. Highway 17 South, P. O. Box 2158, Bartow, Florida 33830
(Address of principal executive offices)
(813) 533-0551
(Registrant's telephone no.)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes XX No
Number of shares outstanding of common stock, $.50 par value, as
of February 11, 1994: 10,298,475 shares
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT:
Exhibit No. Page No.
10.17 Orange-co of Florida, Inc. 16
Management Security Plan
effective October 1, 1993.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934 the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ORANGE-CO, INC.
(Registrant)
Date: January 26, 1995 By:/s/ Gene Mooney
_______________________
Gene Mooney
President and
Chief Operating Officer
Date: January 26, 1995 By:/s/ Dale A. Bruwelheide
_______________________
Dale A. Bruwelheide
Vice President and
Chief Financial Officer
15
THIS DOCUMENT IS A COPY OF THE EXHIBIT 10.17 FILED ON FEBRUARY 14, 1994
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
EXHIBIT 10.17
MANAGEMENT SECURITY PLAN
OF
ORANGE-CO OF FLORIDA, INC.
16
ORANGE-CO OF FLORIDA, INC.
TABLE OF CONTENTS
Article Subject Page
1 Definitions 1
2 Eligibility and Membership 2
3 Retirement Benefit and Benefit Upon
Separation from Service 2
4 Death Benefit 3
5 Beneficiary 5
6 Leave of Absence 5
7 Employer Liability 5
8 Termination of Employment 6
9 Termination of Participation 6
10 Termination, Amendment, Modification,
or Supplement of Plan 7
11 Other Benefits and Agreements 7
12 Restrictions on Alienation of Benefits 7
13 Administration of the Plan 7
14 Miscellaneous 9
15 Adoption of Plan by Subsidiary,
Affiliated or Associated Companies 9
Plan Agreement I-1
17
MANAGEMENT SECURITY PLAN
OF
ORANGE-CO OF FLORIDA, INC.
Purpose and Effective Date
The purpose of this Plan is to provide specified benefits to a select group
of Management and highly compensated employees who contribute materially to
the continued growth, development and future business success of Orange-co
of Florida, Inc.. The effective date of this Plan is October 1, 1993.
Article 1
Definitions
For purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:
1.0 "Company" shall mean Orange-co of Florida, Inc..
1.1 "Beneficiary" shall mean the person or persons, or the estate of a
Participant, entitled to receive any benefits under this Plan upon
the death of a Participant.
1.2 "Committee" shall mean the Administrative Committee appointed to
manage and administer the Plan in accordance with the provisions of
Article 13 of this Plan.
1.3 "Employee" shall mean any person who is in the regular full time
employment of the Company or one of its subsidiaries as determined by
the personnel rules and practices of the Company or the subsidiary.
The term does not include persons who are retained as consultants or
other independent contractors.
1.4 "Employer" shall mean the Company and any subsidiary having one or
more Employees who are eligible to participate in the Plan and have
been selected by the Committee to participate. Where the context
dictates, the term "Employer" as used herein refers to the particular
Employer which has entered into a Plan Agreement with a specific
Participant.
1.5 "Covered Salary" shall mean that portion of a Participant's base
annual salary excluding bonuses or other fringe benefits, if any,
which the Participant chooses as a basis for computation of the
Retirement or Death Benefit pursuant to the terms and conditions of
this Plan.
18
1.6 "Participant" shall mean an Employee who is selected and elects to
participate in the Plan as provided in Article 2 hereof.
1.7 "Plan" shall mean the Management Security Plan of the Employer which
shall be evidenced by this instrument and by each Plan Agreement.
1.8 "Plan Agreement" shall mean the form of written agreement, attached
hereto as Annex I, which is entered into from time to time by and
between an Employer and a Participant.
1.9 "Retirement" and "Retire" shall mean severance from employment with
the Employer at or after the attainment of sixty-five (65) years of
age.
1.10 "Normal Retirement Date" shall be the first day of the month
following the month in which the Participant attains his or her
sixty-fifth (65th) birthday.
Article 2
Eligibility and Membership
2.0 The Committee shall have the sole discretion to determine the
Employees who are eligible to become Participants in accordance with
the purpose of the Plan.
2.1 As a condition of participation, each Participant so selected shall
complete, execute and return to the Committee a Plan Agreement in the
form attached hereto as Annex I and comply with such further
conditions as may be established by and in the sole discretion of the
Committee.
Article 3
Retirement Benefit and Benefit Upon
Separation from Service
3.0 If a Participant who has remained an employee until age sixty-five
(65) retires, and if the Plan and Plan Agreement have been kept in
force, the Employer will pay or cause to be paid to such Participant
the amount per month specified in the Plan Agreement as a Retirement
Benefit. Such monthly payments shall commence on the Normal
Retirement Date and continue for a total of one hundred and eighty
(180) months.
3.1 A Participant who continues employment after age sixty-five (65) may
remain a Participant in the Plan with the consent of the Employer.
3.2 If a Participant who is receiving Retirement Benefits shall die after
retirement but before the applicable Retirement Benefit is paid in
full, the unpaid Retirement Benefit payments to which such
Participant is entitled shall continue and be paid to that
19
Participant's Beneficiary. Such payments shall be made in accordance
with the payment schedule applicable to that Participant pursuant to
Sections 3.0 or 3.1 of the Plan.
3.3 No Death Benefit as defined in Article 4 shall be paid to the
Beneficiary of a Participant who dies after Retirement but before the
Retirement Benefit is paid in full.
3.4 A Participant who ceases to be an Employee before completion of one
(1) continuous full year of participation in the Plan except as a
result of death, retirement or total disability within the meaning of
Article 4 shall not be entitled to any benefits and the Employer
shall have no obligation to such Participant.
3.5 A Participant who ceases to be an Employee after the completion of
one (1) full year of participation in the Plan, but before
Participant's Early Retirement Date, shall receive a portion of his
or her monthly Retirement Benefit upon the earlier of (i)
Participant's death or (ii) attainment of age sixty-five (65). Said
portion shall be the monthly amount of the Retirement Benefit set
forth in Participant's Plan Agreement multiplied by a fraction, the
numerator of which is the number of whole years said Employee has
been a Participant in the Plan and the denominator of which is the
number of whole years between such Participant's age at entry into
the Plan and Participant's sixty-fifth (65th) birthday. If increased
amounts of participation have been added since initial entry into
this, successor, or predecessor Plans, the reduced monthly Retirement
Benefit shall be determined by reducing each increment of
participation in accordance with the formula. The resulting reduced
monthly amount payable for one hundred and eighty (180) months shall
be the only benefit to which such Participant shall be entitled.
3.6 If a Participant elects to continue employment beyond age 65, the
Committee, and only the Committee, will specify the amount of
Participant's Retirement Benefit, which shall be evidenced by a new
Plan Agreement to be executed by the Participant.
Article 4
Death Benefit
4.0 If a Participant dies before Retirement and the Plan is in effect at
the time, the Employer will pay or cause to be paid a Death Benefit
to such Participant's Beneficiary. The said Death Benefit shall be
the full amount or one hundred percent (100%) of the Employee's
Covered Salary as set forth in the Plan Agreement for the first
twelve (12) months after such death and fifty percent (50%) of the
said Employee's Covered Salary for the next one hundred and eight
(108) months or until the Participant would have attained age
sixty-five (65) whichever is later. Such payments shall commence
effective the first day of the month following the date of death.
20
4.1 The obligation of the Employer to pay the Death Benefit shall exist
only if
(a) at the time of death the Participant was an Employee,
totally disabled, or on an authorized leave of absence,
(b) the Participant made all payments required by Article 4
unless any unpaid amounts were being waived as a result of
disability,
(c) the Plan Agreement had been kept in force until the time of
death,
(d) the Participant's death was not a result of suicide within
two years after the date of the original Plan Agreement, or
within two years of the date of any subsequent Plan
Agreement which is the result of additional benefits
granted because of an increase in Employee's Covered
Salary, but the amount of the Death Benefit which the
Employer shall not be obligated to pay shall be limited to
benefits granted within two years prior to the date of such
suicide,
(e) the Participant's death was determined not to be from a
bodily or mental cause or causes, the information about
which was withheld, or knowingly concealed, or falsely
provided by the Participant, when requested by the Employer
to furnish evidence of good health upon the Participant's
enrolling in the Management Security Plan for any
increments of the Employee's Covered Salary, and
(f) proof of death in such form as determined acceptable by the
Committee is furnished.
4.2 Each Participant may be required to pay periodically to the Employer
a portion of the cost of Death Benefit protection. The amount and
time of such payment shall be stated in the Plan Agreement and is
dependent upon the amount of the benefits therein specified, the
Participant's age and Covered Salary.
4.3 The amount to be paid by a Participant may be increased by the
Committee to reflect increases in the Employee's Covered Salary.
4.4 Any increases in the Employee's Covered Salary and amounts to be paid
as a result thereof shall be evidenced by the Plan Agreement.
4.5 The Participant's obligation to make the aforesaid payments shall
(a) be stated in the Plan Agreement,
(b) commence on the date specified in the Plan Agreement, and
21
(c) continue thereafter during the term of participation except
as otherwise provided in Article 4 until the Participant's
death, retirement, other termination of employment or no
longer required by the Committee, whichever first occurs;
provided, however, that if a Participant's retirement
occurs prior to such Participant having made one hundred
twenty (120) monthly payments, such Participant shall
nevertheless be required (except as otherwise provided in
Article 4) to continue to make such payments until the
earlier of (i) Participant's death or (ii) the such one
hundred twentieth (120th) monthly payment shall have been
made. If increased amounts of participation have been
added since initial entry into this, successor, or
predecessor Plans, the aforementioned monthly payments
associated with each increased amount of participation
shall be continued for the required one hundred and twenty
month period beginning with the effective date of each such
increase.
4.6 A Participant may, with the consent of his or her Employer, increase
or decrease the amount of the benefits initially selected by him or
her, which increase or decrease shall be reflected in the Plan
Agreement in accordance with the rules adopted by the Committee for
this purpose.
4.7 Payments by a Participant pursuant to Article 4 and the Plan Agreement
shall be made in the following manner and subject to the following terms
and conditions:
(a) A Participant shall authorize the Employer in the Plan
Agreement to deduct and retain a monthly payment from the
Participant's salary equal to the amount of the
Participant's contribution.
(b) The amount retained by the Employer shall be and become the
property of that Employer without obligation to use the
same in any specific manner and with no right of the
Participant to reimbursement at any time.
(c) A Participant who, prior to retirement, is totally disabled
for more than three (3) months shall not be required to
make any payments as provided in Article 4 of this Plan
beginning with the fourth month following the date such
total disability occurs until the earlier of Participant's
attaining age sixty-five (65) or until such disability no
longer exists.
(d) The Employer will be obligated to waive payments of a
totally disabled Participant only if
(i) the Participant's disability was not caused by illegal or
criminal acts of the Participant or was not intentionally
22
self-inflicted, and
(ii) the Participant has made all payments required by the Plan
and Plan Agreement, and
(iii) the Participant's Plan Agreement was in force.
If all provisions of Article 4 are met, the Employer will be obligated to
waive payments of a totally disabled Participant on authorized leave of
absence at the time such disability occurred until the earlier of
Participant's attaining age sixty-five (65) or until such disability no longer
exists.
(e) If a Participant dies prior to Retirement while payments
are being waived, the Death Benefit provided in Article 4.0
shall be paid in accordance with the provisions of that
Article.
(f) The determination of what constitutes total disability and
the removal thereof for purposes of this Article shall be
made by the Committee, in its sole discretion, and such
determination shall be conclusive.
Article 5
Beneficiary
5.0 A Participant shall designate his or her Beneficiary to receive
benefits under the Plan by completing the Beneficiary Designation.
If more than one Beneficiary is named, the shares and preference of
each shall be indicated.
5.1 A Participant shall have the right to change the Beneficiary by
submitting to the Committee a new Beneficiary Designation in the form
prescribed by the Committee.
5.2 No Beneficiary Designation shall be effective until acknowledged in
writing by the Employer; however, upon the Employer's acknowledgement
of approval, the effective date of the Beneficiary Designation shall
be the date it was executed by the Participant.
5.3 If the Employer has any doubt as to the proper Beneficiary to receive
payments pursuant to this Plan, it shall have the right to withhold
such payments until the matter is finally adjudicated.
5.4 Any payment made by the Employer in accordance with this Plan and a
Participant's Beneficiary Designation shall fully discharge the
Employer from all further obligations with respect to such payment.
Article 6
Leave of Absence
23
6.0 If a Participant is authorized by the Employer for any reason to take
a leave of absence from employment, such Participant shall be
required to continue to make all monthly payments in order to
maintain the Plan Agreement in force except as provided in Article
4.7(c) and 4.7(d).
6.1 Failure to make any such payment shall cause a Plan Agreement to
terminate without the necessity of any notice from either party to
the other. From and after such termination, neither party shall have
any further obligation to the other party under the Plan or Plan
Agreement.
Article 7
Employer Liability
7.0 Amounts payable to a Participant shall be paid from the general
assets of the Employer exclusively.
7.1 No person entitled to any payment shall have any claim, right,
security or other interest in any asset of the Employer.
7.2 The Employer's liability for the payment of benefits shall be
evidenced only by this Plan and each Plan Agreement entered into
between the Employer and a Participant.
7.3 The Employer shall require that an Employee satisfy evidence of good
health when enrolling for any increment of the Employee's Covered
Salary. The Employee agrees to cooperate by:
(a) furnishing such information as the Employer may require,
including but not limited to reports of physical
examinations of any previous employer,
(b) taking such additional physical examinations as may be
requested by the Employer, and
(c) doing any other act which may be requested by the Employer.
7.4 If the Employee does not cooperate in the completion of such
requirements, the Employer shall have no further obligation to
Employee under the Plan except as to any benefits previously granted.
7.5 The Employer shall have no obligation of any nature whatsoever to a
Participant under the Plan and Plan Agreement, except as otherwise
especially provided in the Plan, if the Participant's death was
determined to be from a bodily or mental cause or causes, the
information about which was withheld, or knowingly concealed, or
falsely provided by the Participant, when requested by the Employer
to furnish evidence of good health upon the Participant's enrolling
in the Management Security Plan for any increments of the Employee's
Covered Salary.
24
Article 8
Termination of Employment
Neither the Plan nor Plan Agreement, either singly or collectively, obligates
the Employer to continue the employment of a Participant or limits the right
of the Employer at any time and for any reason to terminate a Participant's
employment. Termination of a Participant's employment with the Employer for
any reason, whether by action of the Employer or Participant, shall
immediately terminate Participant's participation in the Plan and Plan
Agreement and all further obligations of either party to the other, except as
may be provided in Section 3.5. In no event shall the Plan or the Plan
Agreement, either singly or collectively, by their terms or implications
constitute an employment contract of any nature whatsoever between the
Employer and a Participant.
Article 9
Termination of Participation
9.0 A Participant may terminate participation in the Plan and Plan
Agreement at any time by giving the Employer written notice of such
termination not less than 30 days prior to the anniversary date of
the date of execution of the most recently executed Plan Agreement
attached as Annex 1.
9.1 Participants who elect to terminate participation in the Plan and
Plan Agreement after one (1) full year of participation but before
eligibility for Retirement will be entitled to the same benefits as a
Participant who ceases to be an Employee as described in Section 3.5.
Such Participants will not be entitled to a Death Benefit defined in
Section 4.0.
Article 10
Termination, Amendment, Modification or Supplement of Plan
10.0 The Employer reserves the right to terminate this Plan.
10.1 The Employer reserves the right to totally or partially amend, modify
or supplement this Plan at any time.
10.2 The Employer reserves the right to terminate the Plan Agreement of
any Employee.
10.3 The right to terminate, amend, modify or supplement the Plan or
terminate any Plan Agreement shall be exercised for the Employer by
the Committee.
10.4 No action to terminate, amend, modify or supplement the Plan or
terminate any Plan Agreement shall be taken except upon written
notice to each Participant to be affected thereby not less than 30
25
days prior to such action.
10.5 The Committee shall take no action to terminate the Plan or a Plan
Agreement with respect to a Participant or Participant's Beneficiary
after entitlement to any benefits pursuant to Article 3 or Article 4
of this Plan has occurred.
10.6 Upon the termination of this Plan or any Plan Agreement by either the
Committee or a Participant in accordance with any provisions for such
termination, neither the Plan nor the Plan Agreement shall be of any
further force and effect and no party shall have any further
obligation under either this Plan or Plan Agreement so terminated,
except as may be provided for in Section 3.5 hereof.
Article 11
Other Benefits and Agreements
The benefits provided for a Participant and Participant's Beneficiary under
the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Employer
and the Plan shall supplement and shall not supersede, modify or amend
any other such plan or program except as may otherwise be expressly
provided. Benefits under the Plan shall not be considered compensation for
the purpose of computing contributions or benefits under any plan
maintained by the Employer which is qualified under Section 401(a) and
501(a), Internal Revenue Code of 1954, as amended.
Article 12
Restrictions on Alienation of Benefits
No right or benefit under the Plan or a Plan Agreement shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or change,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
change the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contract, liabilities, or
torts of the person entitled to such benefit.
Article 13
Administration of the Plan
13.0 The general administration of this Plan, as well as construction and
interpretation thereof, shall be vested in the Committee, the number
of members of which shall be designated and appointed from time to
time by, and shall serve at the pleasure of, the Board of Directors
of the Employer. Any member of the Committee may resign by notice in
writing filed with the Secretary of the Committee. Vacancies shall
be filled promptly by the Board of Directors of the Employer, but any
vacancies remaining unfilled for ninety days may be filled by a
majority vote of the remaining members of the Committee. Each person
appointed a member of the Committee shall signify acceptance by
26
filing a written acceptance with the Secretary of the Committee.
13.1 The Board of Directors shall designate one of the members of the
Committee as Chairman and shall appoint a Secretary who need not be a
member of the Committee. The Secretary shall keep minutes of the
proceedings of the Committee and all data, records and documents
relating to the administration of the Plan by the Committee. The
Committee may appoint from its number such subcommittees with such
powers as the Committee shall determine and may authorize one or more
members of the Committee or any agent to execute or deliver any
instrument or make any payment on behalf of the Committee.
13.2 All resolutions or other actions taken by the Committee shall be by
the vote of a majority of those present at a meeting at which a
majority of the members are present, or in writing by all the members
in office at the time if they act without a meeting.
13.3 Subject to the Plan, the Committee shall from time to time establish
rules, forms and procedures for the administration of the Plan.
Except as otherwise herein expressly provided, the Committee shall
have the exclusive right to interpret the Plan and to decide any and
all matters arising thereunder or in connection with the
administration of the Plan. The Committee shall have the exclusive
right to determine (a) disability in respect to a Participant, and
(b) the degree thereof, either or both determinations to be made on
the basis of such medical and/or other evidence as the Committee, in
its sole judgment, may require. Such decisions, actions and records
of the Committee shall be conclusive and binding upon the Employers
and all persons having or claiming to have any right or interest in
or under the Plan.
13.4 The members of the Committee and the officers and directors of the
Employers shall be entitled to rely on all certificates and reports
made by any duly appointed accountants and on all opinions given by
any duly appointed legal counsel. Such legal counsel may be counsel
for the Employer.
13.5 No member of the Committee shall be liable for any act or omission of
any other member of the Committee, nor for any act or omission on his
or her own part, excepting his or her own willful misconduct. The
Employer shall indemnify and save harmless each member of the
Committee against any and all expenses and liabilities arising out of
his or her membership on the Committee, excepting only expenses and
liabilities arising out of his or her own willful misconduct.
Expenses against which a member of the Committee shall be indemnified
hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees and related charges
reasonably incurred in connection with a claim asserted or a
proceeding brought or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to which any
such member may be entitled as a matter of law or otherwise.
27
13.6 In addition to the powers hereinabove specified, the Committee shall
have the power to compute and certify under the Plan the amount and
kind of benefits from time to time payable to Participants and their
Beneficiaries and to authorize all disbursements for such purposes.
13.7 To enable the Committee to perform its functions, the Employer shall
supply full and timely information to the Committee on all matters
relating to the compensation of all Participants, their retirement,
death or other cause for termination of employment, and such other
pertinent facts as the Committee may require.
13.8 The Committee shall also have the power, in its sole discretion, to
change the manner and time of payments to be made to a Participant or
Participant's Beneficiary from that set forth in the Participant's
Plan Agreement, if requested to do so by such Participant or
Beneficiary.
Article 14
Miscellaneous
14.0 Any notice which shall or may be given under the Plan or a Plan
Agreement shall be in writing and shall be mailed by United States
mail, postage prepaid. If notice is to be given to the Employer,
such notice shall be addressed to the Employer at
Orange-co of Florida, Inc.
2020 U. S. Highway 17 South
Bartow, Florida 33830
marked for the attention of the Secretary, Administrative Committee,
Management Security Plan; or, if notice to a Participant, addressed to
the address shown on such Participant's Plan Agreement.
14.1 Any party may change the address to which notices shall be mailed
from time to time by giving written notice of such new address.
14.2 The Plan shall be binding upon the Employer and its respective
successors or assigns, and upon a Participant, Participant's
Beneficiary, assigns, heirs, executors and administrators.
14.3 The Plan and Plan Agreement shall be governed by and construed under
the laws of the State of Florida, as in effect at the time of their
adoptions and execution, respectively.
14.4 Masculine pronouns wherever used shall include feminine pronouns and
the singular shall include the plural.
Article 15
Adoption of Plan by Subsidiary,
Affiliated or Associated Employers
28
Any corporation which is a subsidiary of the Employer may, with the
approval of the Committee, adopt this Plan and thereby come within the
definition of Employer stated in Article 1 hereof.
COMPLETE
29
ANNEX I
MANAGEMENT SECURITY PLAN AGREEMENT
OF
ORANGE-CO OF FLORIDA, INC.
The undersigned employee ("Employee") acknowledges that, as an Employee of
Orange-co of Florida, Inc. ("Employer"), Employee has been offered an
opportunity to participate in the Management Security Plan ("Plan") described
in the attached document and subject to the terms and conditions stated
therein, and that Employee has elected one of the two alternatives set forth
below as indicated by the space checked:
____ To participate in the Plan.
____ Not to participate in the Plan.
Employee's covered salary, benefits, contributions to the cost of death
benefits under the Plan, and designated Beneficiary(ies) are agreed to be as
follows:
1. Employee's Covered Salary: $____________________ per month.
This represents ______ % of base earnings eligible for coverage at the
date of application for this coverage.
2. Death Benefit:
(a) One hundred percent (100%) of Covered Salary ($_______) per
month for the first 12 months.
(b) Fifty percent (50%) of Covered Salary ($_____________) for
next 108 months or until Employee would have attained age
65, whichever is later.
3. Retirement Benefit at age 65: $___________________ total benefit.
(a) Retirement Benefit to be paid at rate of $____________ per
month for 180 months.
(b) Termination Benefit: Amounts to be determined and paid as
specified by Article 3.5 of the Plan.
4. Disability Benefit: limited to a waiver of $________________ of
Participant's total contribution listed in number 5 below
included. If the Disability Benefit is not included, all provisions
of the Plan relating to Disability including, but not limited to
Paragraph 4.7(c), 4.7(d) and 4.7(e), are waived. If the Disability
30
Benefit is waived, Employee may continue to pay to the Employer the
required contribution without loss of benefits provided by this
Agreement. If the Employee refuses to make such a payment to the
Employer, all Benefits requiring contributions shall terminate and
this Agreement shall be null and void.
5. Employee's contribution to cost for death benefit protection:
$___________________ per month for a minimum of 120 months from _____.
6. Employee's authorization to deduct payments:
Employee hereby authorizes the Employer to deduct said monthly amount
from Employee's salary commencing ________________, and continuing for
each month thereafter until no longer required by the terms of the Plan or by
the Committee.
Employee further acknowledges that neither the Employer nor any of its
subsidiaries, affiliated companies, officers, employees, or agents has any
responsibility whatsoever for any changes made by Employee in other personal
plans or programs as a result of employee's decision to participate or not to
participate in the Plan, and they are fully released to such extent; and
Employee further understands that the Plan may be terminated at any time, in
the sole discretion of the Employer, without any obligation of any nature
whatsoever to the Employee, except that a Participant or Beneficiary of a
Participant shall have those rights provided for in Articles 3, 4, and 10 of
said Plan, to the extent that such may be applicable at the time of such
termination.
IN WITNESS WHEREOF, Orange-co of Florida, Inc. and Employee have executed
this Plan Agreement as of_________________________________.
Orange-co of Florida, Inc.
By_____________________________________
Title__________________________________
EMPLOYEE_______________________________
(Signature)
(Type or print name under signature.)
31
(Address of Employee)
32
EXHIBIT A
MANAGEMENT SECURITY PLAN AGREEMENT
OF
ORANGE-CO OF FLORIDA, INC.
COVERED PARTICIPANTS
Gene Mooney
John R. Alexander
Dale A. Bruwelheide
Bernard W. McBee, Jr.
Jerome Newlin
Edward T. Clement
33
