As filed with the Securities and Exchange Commission on June 25, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
Registration Statement
under
the Securities Act of 1933
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AMP INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0332575
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Address of principal executive offices, including zip code)
MERIT PLAN OF BENEFITS
(Full title of the plan)
David F. Henschel
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Name and address of agent for service)
(717) 780-4205
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of | Amount | Proposed | Proposed |Amount of
Securities | to be | maximum | maximum |registration
to be | registered | offering | aggregate |fee
registered | | price per | offering |
*1 | *1 | share *2 | price *2 |
- -----------------------------------------------------------------------------
Common Stock, | 1,500,000 | $ 39.625 | $ 59,437,500 | $ 20,495.69
without par value | shares | | |
- -----------------------------------------------------------------------------
*1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
*2 Estimated on the basis of the average of the high and low prices of the
Common Stock of AMP Incorporated as reported on the New York Stock Exchange
Composite Tape on June 21, 1996 in accordance with Rule 457(c) and (h)
solely for purposes of calculating the registration fee.
Includes an Exhibit Index
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
In accordance with Form S-8 and Rule 428 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), the documents containing the
information required by Items 1 and 2 of Part I are not filed as a part of this
Registration Statement and will be delivered to each employee who is eligible to
participate in the MERIT Plan of Benefits (the "Plan").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
With respect to the registrant, AMP Incorporated (the "Company"), and the
Plan, the following documents heretofore filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") (Commission File No. 1-4235), are
incorporated in this Registration Statement by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
3. As to the Company's Common Stock, which is registered under Section 12 of
the Exchange Act, the description of such class of securities as set forth
in the Company's Registration Statement on Form 8-B (File No. 1-4235) filed
on April 10, 1989, and any amendment or report filed for the purpose of
updating such description;
4. The description of the rights under the Rights Agreement between the
Company and Chemical Bank, dated as of October 25, 1989 (the "Rights
Agreement"), set forth in the Company's Registration Statement on Form 8-A
(File No. 1-4235) filed on November 7, 1989, and any amendment or report
filed for the purpose of updating any such description; and
5. All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, said reports and other documents to be
deemed incorporated by reference and made a part hereof from the date of
their filing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company, as a Pennsylvania corporation, is subject to the provisions of
the Business Corporation Law of 1988 (the "BCL"), which is Pennsylvania's
corporation statute. Subchapter D of Chapter 17 of the BCL provides for the
authority of Pennsylvania corporations to indemnify directors, officers,
employees or agents of the corporation, or of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise (including without limitation, any employee benefit plan) who
are serving as such at the request of the corporation (individually, a
"Representative") against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in the case of third party actions, but only
against expenses (including attorneys' fees) in the case of derivative actions.
Unless ordered by a court, such indemnification is to be made only as authorized
in the specific case upon a determination by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to the
action or proceeding, by the shareholders or, if such quorum of the board is not
obtainable or a majority vote of disinterested directors so directs, by
independent legal counsel, that indemnification of the Representative is proper
in the circumstances. Indemnification would be proper if the Representative
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful, provided that under no circumstances would indemnification be proper
in the case of willful misconduct or recklessness.
In the case of a derivative action, indemnification shall not be made in
respect of any claim, issue or matter as to which a Representative has been
adjudged liable to the corporation unless, and only to the extent that, a court
of competent jurisdiction determines upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case, a
Representative is fairly and reasonably entitled to indemnity for the expenses
that the court deems proper.
To the extent a Representative has been successful on the merits or
otherwise in the defense of a third party action or a derivative action,
indemnification is mandatory with respect to expenses (including attorneys'
fees) incurred in such defense. The corporation may advance defense expenses
(including attorneys' fees) upon receipt of an undertaking by or on behalf of
the Representative to repay such advances if it is ultimately determined that he
or she is not entitled to be indemnified, and a corporation may purchase
insurance on behalf of any Representative against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, regardless of whether or not the corporation could
indemnify him or her against such liability. The indemnification and advancement
of expenses provided under the BCL is expressly not exclusive of any other
rights to which a person may be entitled under any bylaw, agreement, shareholder
vote or otherwise.
Under the BCL, limitation of director monetary liability for breach of
fiduciary duty is permitted provided that such provision is included in a bylaw
approved by the shareholders. The shareholders of the Company, at its Annual
Meeting of Shareholders held on April 13, 1989, approved such a provision in the
Company's Bylaws. This provision provides that no director shall be personally
liable for monetary damages as a result of any act or omission, unless he or she
has not complied with the standard of care statutorily mandated for directors
and his or her acts or omissions constitute self-dealing, willful misconduct or
recklessness. The standard of care is set forth in Section 2.13 of the Bylaws,
entitled "Standard of Care and Justifiable Reliance", and basically requires the
director to perform his or her duties in good faith, in a manner he or she
reasonably believes to be in the best interests of the Company, and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. The Bylaw provision does not
apply to liabilities of a director pursuant to any criminal statute or for
payment of taxes pursuant to local, state or Federal law.
On October 23, 1991 the Board of Directors of the Company approved an
amendment to Article IV of the Company's Bylaws to provide for indemnification
to the extent permitted under the BCL. Article IV provides that the Company
shall indemnify any director or officer of the Company, and may indemnify any
other employee or agent of the Company, who is, was or becomes a party, or is
threatened to be made a party, to any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal, and any appeal
therein in which any such person is involved (a "Proceeding") by reason of being
a Representative, or being a director, officer, employee or agent of either a
constituent corporation absorbed in a consolidation or merger or another
business entity at the request of such constituent corporation, against all
expenses (including attorneys' fees and disbursements), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such proceedings, except that in the case of derivative actions,
i) indemnification is limited to reasonably incurred expenses; and ii) a person
adjudged to be liable to the Company may not be indemnified unless and only to
the extent a court of competent jurisdiction determines upon application that
the person is fairly and reasonably entitled to indemnity for the expenses that
such court deems proper. Indemnification under Article IV applies to third party
actions and derivative actions commenced or continuing after the adoption of the
Article, whether arising from acts or omissions occurring before or after such
adoption. Article IV provides that the rights of directors and officers
thereunder with respect to third party actions are contractual rights.
Article IV provides that indemnification of an indemnified party under
Article IV shall be made by the Company only when requested in writing with
supporting documentation and, in accordance with the provisions of the BCL, a
determination is made in each specific case that indemnification of the
Representative is proper under the circumstances. Such determination is to be
made within 60 days after receipt of the request and shall be made by a majority
vote of disinterested directors (if they constitute a quorum) or, under certain
circumstances, either by a written opinion of independent legal counsel or by
the shareholders. If independent legal counsel is to make the determination,
then the disinterested directors or, if the disinterested directors do not
constitute a quorum, a majority of the Board of Directors shall select counsel
to which the indemnified party does not reasonably object, except that in the
event a change of control as defined in Article IV shall have occurred, the
indemnified party shall select counsel to which the disinterested directors or,
if the disinterested directors do not constitute a quorum, to which a majority
of the Board of Directors do not reasonably object. Once a determination is made
that the indemnified party is entitled to indemnification, payment shall be made
within 5 days thereafter, and such determination shall be binding on the Company
unless either the indemnified party made a misrepresentation or failed to
disclose a material fact in requesting indemnification and supporting that
request, or such indemnification is prohibited by law.
As permitted by the BCL, Article IV also requires that the Company advance
reasonable expenses to an indemnified party, upon determination by the Board or
its duly authorized committee, within 20 days after receipt of a written request
for such advance. Such request must reasonably identify, describe and document
the legal expenses actually and reasonably incurred by the indemnified party
and, if required by law, be accompanied by an undertaking of the indemnified
party to repay the advance if ultimately it should be determined that the
indemnified party is not entitled to be indemnified against such expenses. The
advance may be made upon such terms and conditions, if any, as the Board of
Directors or its duly authorized committee deems appropriate. The financial
ability of the indemnified party to make repayment shall not be a prerequisite
to the making of an advance.
Article IV provides that an indemnified party shall not be entitled to
indemnification or the advancement of expenses if and to the extent 1) the
indemnified party did not act in good faith and in a manner the indemnified
party reasonably believed to be in, or not opposed to, the best interests of the
Company and, with respect to any criminal proceeding, had reasonable cause to
believe his or her conduct was unlawful, or 2) the Company enters into a
contract with the indemnified party that establishes reasonable limitations or
conditions on the indemnification of and advancement of expenses to the
indemnified party and such conditions preclude indemnification or advancement of
expenses under the circumstances at hand, or 3) payment to the indemnified party
would result in double payment, or 4) a court of competent jurisdiction
determines that such indemnification or advancement of expenses is unlawful. A
termination of a third party Proceeding, or any claim, issue or matter therein,
by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, adversely affect the right of the
indemnified party to indemnification or create a presumption that the
indemnified party did not meet the condition stated in 1) above.
In accordance with the BCL, to the extent that an indemnified party is
successful on the merits or otherwise in defense of any third party or
derivative Proceeding, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in such defense. Moreover, Article IV provides that an
indemnified party shall be indemnified against any expenses actually and
reasonably incurred in a successful effort to enforce his or her rights of
mandatory indemnification under applicable law or his or her rights under
Article IV if the indemnified party prevails in any such enforcement proceeding,
or on a prorated basis if it is determined that the indemnified party is
entitled to receive only part of the indemnification or advancement sought.
Article IV provides that indemnification granted thereunder is not
exclusive of any other rights to which a person may otherwise be entitled. In
addition, Article IV provides, as permitted by the BCL, that the Company may
purchase and maintain insurance on behalf of the Company, its subsidiaries and
affiliates, and any Representative, against any liability asserted against such
Representative or incurred by such Representative in any such capacity, or
arising out of said Representative's status as such, whether or not the Company
would have the power to indemnify such person against that liability under the
provisions of applicable law. The Company may also enter into contracts with any
Representative to provide contractual rights in furtherance of the provisions of
Article IV. Article IV further provides that the Company may give other
indemnification to the extent not prohibited by applicable law.
As provided for in Article IV, the Company has entered into indemnification
agreements with each of its directors and officers and with certain of its
employees. These agreements contain provisions that afford rights with respect
to indemnification and advancement of expenses that are consistent with the
authority given in Article IV. The Company has also purchased and is maintaining
directors' and officers' liability insurance covering liabilities to directors
or officers of the Company arising by reason of wrongful acts committed or
allegedly committed by them, whether or not they are indemnified by the Company.
The cost to the Company to maintain such insurance for the benefit of its
directors and officers is approximately $500,000 per year. The coverage does not
extend to: i) violations of Section 16(b) of the Exchange Act; ii) dishonest,
fraudulent or criminal acts; iii) claims arising from pollution or contamination
events unless involved in a derivative action under circumstances where the
Company does not have the financial ability to provide indemnification; iv)
claims brought by one director or officer against another or against the
Company, other than for claims for wrongful termination of employment; and v)
claims arising from bodily injury, mental or emotional distress, sickness,
disease, death or property damage or by reason of the Employee Retirement Income
Security Act, which types of claims are intended to be covered under other
insurance policies.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.A MERIT Plan of Benefits amended and restated December 23, 1994 and, as
amended and restated, effective generally as of January 1, 1992
4.B Amendment No. 1 to the MERIT Plan of Benefits, adopted December 31, 1995
4.C Amendment No. 2 to the MERIT Plan of Benefits, adopted June 11, 1996
4.D Description of the Company's Common Stock as set forth in Article IV of the
Company's Articles of Incorporation as restated, signed and sealed by the
Secretary of the Company on January 25, 1995 (incorporated by reference to
Exhibit 3.(i).B of the Company's Report on Form 8-K filed on January 31,
1995)
4.E Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
Company, as Rights Agent, adopted by the Company's Board of Directors on
October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994)
4.F Amendment Rights Agreement between the Company and Chemical Bank, as Rights
Agent for the Shareholder Rights Plan, dated September 4, 1992
(incorporated by reference to Exhibit 4-b of the Company's Annual Report on
Form 10-K for the calendar year ended December 31, 1992)
5.A Internal Revenue Service Determination Letter dated September 20, 1995
5.B Opinion and Consent of Skapars & Morin, confirming compliance of the
amended provisions of the MERIT Plan of Benefits with the applicable ERISA
requirements
23.A Consent of Independent Public Accountants
23.B Consent of Skapars & Morin (included in Exhibit 5.B)
24 Power of Attorney is included on the Signature Page of this Registration
Statement
Item 9. Undertakings.
The Company hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to
i) include any prospectus required by Section 10(a)(3) of the Securities
Act;
ii) reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change to the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
iii) include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that subsections (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
subsections is contained in periodic reports filed by the Company pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harrisburg, Commonwealth of Pennsylvania, on the 25th
day of June, 1996.
AMP Incorporated
By: /s/ J. E. Marley
-----------------------------
J. E. Marley
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints James E. Marley and David F. Henschel, and each
of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all pre-effective
and post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their substitutes,
shall or may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ J. E. Marley Chairman of the Board June 25, 1996
- ------------------------------ and a Director
J. E. Marley
/s/ W. J. Hudson Chief Executive Officer June 25, 1996
- ------------------------------ and President, and a
W. J. Hudson, Jr. Director (Principal
Executive Officer)
/s/ R. Ripp Vice President and June 25, 1996
- ------------------------------ Chief Financial Officer
R. Ripp (Principal Financial
Officer)
/s/ W. S. Urkiel Controller June 25, 1996
------------------------------
W. S. Urkiel
/s/ D. F. Baker Director June 25, 1996
------------------------------
D. F. Baker
/s/ Ralph D. DeNunzio Director June 25, 1996
------------------------------
R. D. DeNunzio
Director June 25, 1996
------------------------------
B. H. Franklin
/s/ J. M. Hixon III Director June 25, 1996
------------------------------
J. M. Hixon III
/s/ H. A. McInnes Director June 25, 1996
------------------------------
H. A. McInnes
/s/ J. J. Meyer Director June 25, 1996
------------------------------
J. J. Meyer
/s/ John C. Morley Director June 25, 1996
------------------------------
J. C. Morley
/s/ W. F. Raab Director June 25, 1996
------------------------------
W. F. Raab
/s/ P. G. Schloemer Director June 25, 1996
------------------------------
P. G. Schloemer
/s/ T. Shiina
------------------------------- Director June 25, 1996
T. Shiina
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lowell, Commonwealth of
Massachusetts, on the 25th day of June, 1996
MERIT Plan of Benefits (the "Plan")
M/A-COM, Inc. Benefits Committee (Plan Administrator)
/s/ L. L. Mihalchik
By:__________________________
L. L. Mihalchik
Chairman
Benefits Committee
EXHIBIT INDEX
Exhibit
Number Description
4.A MERIT Plan of Benefits amended and restated December 23, 1994 and, as
amended and restated, effective generally as of January 1, 1992
4.B Amendment No. 1 to the MERIT Plan of Benefits, adopted December 31, 1995
4.C Amendment No. 2 to the MERIT Plan of Benefits, adopted June 11, 1996
4.D Description of the Company's Common Stock as set forth in Article IV of the
Company's Articles of Incorporation as restated, signed and sealed by the
Secretary of the Company on January 25, 1995 (incorporated by reference to
Exhibit 3.(i).B of the Company's Report on Form 8-K filed on January 31,
1995)
4.E Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
Company, as Rights Agent, adopted by the Company's Board of Directors on
October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994)
4.F Amendment Rights Agreement between the Company and Chemical Bank, as Rights
Agent for the Shareholder Rights Plan, dated September 4, 1992
(incorporated by reference to Exhibit 4-b of the Company's Annual Report on
Form 10-K for the calendar year ended December 31, 1992)
5.A Internal Revenue Service Determination Letter dated September 20, 1995
5.B Opinion and Consent of Skapars & Morin, confirming compliance of the
amended provisions of the MERIT Plan of Benefits with the applicable ERISA
requirements
23.A Consent of Independent Public Accountants
23.B Consent of Skapars & Morin (included in Exhibit 5.B)
24 Power of Attorney is included on the Signature Page of this Registration
Statement
EXHIBIT 4.A
MERIT Plan of Benefits
MERIT PLAN OF BENEFITS
1994 AMENDMENT AND RESTATEMENT
ADOPTED: December 23, 1994
WHEREAS M/A-COM, Inc. (then known as Microwave Associates, Inc. and
hereinafter referred to as the "Company") adopted and established, effective
August 1, 1959, a profit-sharing and retirement plan for the benefit of its
Employees. known as the Profit-Sharing and Retirement Plan for Employees of
Microwave Associates, Inc. (hereinafter referred to as the "Prior Plan'); and
WHEREAS, effective as of April 1, 1984, the Company amended and restated
the Prior Plan, as previously restated and amended, by establishing two separate
plans and a group trust under which each was funded, known as (i) the MERIT Plan
of Benefits, (ii) the Retirement Plan for Employees of M/A-COM, Inc., and (iii)
the MERIT Group Trust Agreement, respectively (such plans and trust being
collectively referred to as the M/A-COM Employees' Retirement Investment Trust
("MERIT"); and
WHEREAS the Company subsequently amended and restated said MERIT Plan of
Benefits, effective generally as of January 1, 1990, among other things to
provide for (i) the merger therewith of each of the Adams-Russell Electronics
Co., Inc. Tax-Deferred Savings and Stock Ownership Plan and the RHG Electronics
Laboratory, Inc. Tax-Deferred Retirement Savings Plan and (ii) the spinoff
therefrom (effective as of October 1, 1990) of a portion of the Plan relating to
all but certain Employers, such spinoff being named the MERIT Plan of Benefits;
and
WHEREAS the Company adopted said MERIT Plan of Benefits on behalf of itself
and all Participating Related Employers therein, effective generally as of
October 1, 1990; and
WHEREAS the Company subsequently amended said MERIT Plan of Benefits, most
recently by an Amendment No. 2, effective January 1, 1992; and
WHEREAS Section 9.1 of said MERIT Plan of Benefits reserves to the Company
the right, at any time and from time to time, to amend said MERIT Plan of
Benefits in whole or in part; and
WHEREAS the Company wishes to amend and restate said MERIT Plan of
Benefits, effective generally as of January 1, 1992, among other things to
comply with all provisions of the Tax Reform Act of 1986, the Unemployment
Compensation Amendments of 1992, and the Omnibus Budget Reconciliation Act of
1993, and all related legislation and regulations;
NOW, THEREFORE, by execution of this instrument, the Company hereby amends
and restates said MERIT Plan of Benefits, by deleting in their entirety Articles
I through XIV and Schedule A thereof and substituting in lieu thereof Articles I
through XIV and Schedule A and Schedule B attached hereto;
IN WITNESS WHEREOF, the Company has caused this instrument to be executed,
this 23rd day of December, 1994.
M/A-COM, INC.
CORPORATE
SEAL
By: ________________________________
Vice President-Human Resources and
Chairman, Benefits Committee
------------------------------
Its
MERIT-AM.DOC
ARTICLE I
DEFINITIONS
SECTION 1.1 ACCOUNT (OR ACCOUNTS)
A Participant's individual accounts representing his allocable share of the
assets in the Trust Fund.
SECTION 1.2 ACCOUNT BALANCE
The total value of the accounts which are maintained on behalf of a
participant including any contributions and investment adjustments made on
behalf of a participant subsequent to the last Valuation Date.
SECTION 1.3 ANNUAL ADDITIONS
For any Plan Year, the Annual Addition of any Participant shall have the
meaning of such term under Code Section 415(c)(2).
SECTION 1.4 APPROVED ABSENCE
The absence of an Employee for such periods and for such reasons as may be
authorized or approved by the Company and any related Company.
SECTION 1.5 BOARD (OR BOARD OF DIRECTORS)
The Board of Directors of the Company.
SECTION 1.6 BREAK IN SERVICE
A Participant shall incur a break-in-service upon his termination of
employment due to retirement, disability, death, discharge, voluntary
termination or failure to return to the employ of the Company or Related Company
upon the expiration of an Approved Absence; provided, however, that a
Participant shall not sustain a break-in-service in any Plan Year in which he
completes more than 500 Hours of Service.
SECTION 1.7 CODE (OR INTERNAL REVENUE CODE)
The Internal Revenue Code of 1986, as amended from time to time.
SECTION 1.8 COMMITTEE
The committee under the Plan provided for in Article VIII hereof.
SECTION 1.9 COMPANY
M/A-COM, Inc.
SECTION 1.10 COMPENSATION SAVINGS AGREEMENTS (OR CSA)
The Agreements described in Section 3.1.
SECTION 1.11 CSA COMPENSATION
The amount of remuneration earned by a Participant while he is an Active
Participant during each Plan Year of the Company excluding stock bonuses, stock
options and other irregular or nontaxable payments (but including any Tax
Deferral Contributions and any elective contributions made by the Company on
behalf of the Participant that are excludable from the Participant's income
under Section 125 of the Code). A Participant's Tax Deferral Contribution shall
be determined with reference to his CSA Compensation.
For all purposes under the Plan, CSA Compensation shall not exceed --
(a) for Plan Years beginning prior to January 1, 1994, $200,000, as
adjusted by the Secretary of the Treasury at the same time and in the
same manner as under Section 415(d) of the Code; and
(b) for Plan Years beginning after December 31, 1993, $150,000, as
adjusted by the Secretary of the Treasury at the same time and in the
same manner as under Section 401(a)(17)(B) of the Code.
For purposes of applying the foregoing $200,000 or $150,000 limit, as the
case may be, the family unit of a Highly Compensated Employee shall be treated
as a single Employee with one compensation, and such $200,000 or $150,000 limit
shall be allocated among the members of such family unit in proportion to each
such family member's Compensation. For this purpose, a family unit shall consist
of the Highly Compensated Employee and the Highly Compensated Employee's spouse
and lineal descendants who have not attained age 19 before the close of the
year.
SECTION 1.12 EFFECTIVE DATE
The effective date of this amendment and restatement of the Plan is
generally January 1, 1992, except as otherwise provided herein.
The effective date of the Plan as a spinoff of the Plan ("Pre-Spinoff
Plan") known prior to such date as the MERIT Plan of Benefits (and renamed as of
such date as the MERIT Delta Plan of Benefits) was October 1, 1990. The
Pre-Spinoff Plan was originally effective as of August 1, 1959. That Plan as
amended and restated to comply with the provisions of the Employee Retirement
Income Security Act of 1974 was effective as of August 1, 1976. The effective
dates of that Plan as it was later several times again amended and restated
were, respectively, April 1, 1984, generally January 1, 1989, and generally
January 1, 1990.
SECTION 1.13 ELIGIBLE EMPLOYEE
Each Employee other than an Ineligible Employee as defined in Section 1.22.
SECTION 1.14 EMPLOYEE
Any person employed by the Company or a Related Company.
SECTION 1.15 EMPLOYER
The Company and any Participating Related Company as listed in Schedule A
(as said Schedule A may be amended from time to time).
SECTION 1.16 EMPLOYER MATCHING CONTRIBUTIONS
Matching Contributions made by an Employer pursuant to Section 3.2.
SECTION 1.17 EMPLOYMENT COMMENCEMENT DATE
The date upon which an Employee first performs an Hour of Service for the
Company or a Related Company.
SECTION 1.18 ERISA
The Employee Retirement Income Security Act of 1974, as from time to time
amended.
SECTION 1.19 FIDUCIARY
The Employer, the Committee, the Trustee, and other parties named as
fiduciaries pursuant to Section 8.1, but only with respect to the specific
responsibilities of each for Plan and Trust administration as described in
Article VIII.
SECTION 1.20 HIGHLY COMPENSATED EMPLOYEE
The term "Highly Compensated Employee" includes highly compensated active
employees and highly compensated former employees.
A highly compensated active employee includes any Employee who performs
service for the Company or any Related Company during the Determination Year and
who, during the Lookback Year: (i) received compensation from the Company or any
Related Company in excess of $75,000 (as adjusted pursuant to section 415(d) of
the Code); (ii) received compensation from the Company or any Related Company in
excess of $50,000 (as adjusted pursuant to section 415(d) of the Code) and was a
member of the top-paid group for such year; or (iii) was an officer of the
Company or any Related Company and received compensation during such year that
is greater than 50 percent of the dollar limitation in effect under section
415(b)(1)(A) of the Code. The term highly compensated employee also includes:
(i) Employees who are both described in the preceding sentence if the term
"Determination Year" is substituted for the term "Lookback Year" and the
Employee is one of the 100 Employees who received the most compensation from the
Company or any Related Company during the Determination Year; and (ii) Employees
who are 5 percent owners at any time during the Lookback Year or Determination
Year.
If no officer has satisfied the compensation requirement of (iii) above
during either a Determination Year or Lookback Year, the highest paid officer
for such year shall be treated as a Highly Compensated Employee.
A highly compensated former employee includes any Employee who separated
from service (or was deemed to have separated) prior to the Determination Year,
performs no service for the Company or any Related Company during the
Determination Year, and was a highly compensated active employee for either the
separation year or any Determination Year ending on or after the Employee's 55th
birthday.
If an Employee is, during a Determination Year or Lookback Year, a family
member of either a 5 percent owner who is an active or former employee or a
Highly Compensated Employee who is one of the 10 most highly compensated
employees ranked on the basis of compensation paid by the Company or any Related
Company during such year, then the family member and the 5 percent owner or
top-ten highly compensated employee shall be aggregated. In such case, the
family member and 5 percent owner or top-ten highly compensated employee shall
be treated as a single employee receiving compensation and Plan contributions or
benefits equal to the sum of such compensation and contributions or benefits of
the family member and 5 percent owner or top-ten highly compensated employee.
For purposes of this section, family member includes the spouse, lineal
ascendants and descendants of the Employee or former Employee and the spouses of
such lineal ascendants and descendants.
The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
the top 100 Employees, the number of Employees treated as officers and the
compensation that is considered, will be made in accordance with section 414(q)
of the Code and the regulations thereunder.
SECTION 1.21 HOUR OF SERVICE
(a) General Rule
An hour of service as defined in this subparagraph (a) shall be allocated
to the period in which such hours of service are worked or credited to an
Employee. An Employer will round up fractional hours to the next complete hour
at the end of any Plan Year.
(i) Hours of Service for Performance of Duties -- An hour of service
shall be granted hereunder for each hour an Employee is paid or
entitled to payment for the performance of duties for the Company or a
Related Company.
(ii) Hours of Service When No Duties Are Performed -- An hour of
service shall also be granted (up to a maximum of 501 hours in any
Plan Year) for each hour an Employee or former Employee is paid, or
entitled to payment, by the Company or a Related Company on account of
a period during which he performs no duties (irrespective of whether
the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty or
Approved Absence. Notwithstanding the preceding sentence, hours of
service shall not be credited for a payment which solely reimburses an
Employee or former Employee for medical or medically related expenses
incurred by the Employee.
For purposes of this subparagraph (a)(ii), a payment shall be deemed
to be made by, or due from, the Company or a Related Company regardless of
whether such payment is made by, or due from, the Company or a Related
Company directly, or indirectly through, among others, a trust fund or
insurer to which the Company or a Related Company contributed or pays
premiums and regardless of whether contributions made or due to the trust
fund, insurer or other entity are for the benefit of particular Employees
or are on behalf of a group of Employees in the aggregate.
(iii) Military Absence -- An Employee or former Employee who is absent
for service in the armed forces of the United States shall be deemed
to have completed 1,000 hours of service in each Plan Year of such
absence.
(iv) Hours of Service for Back Pay -- An hour of service shall be
granted for each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Company or a related
Company. The same hours of service shall not be credited both under
subparagraph (a)(i) or (a)(ii), as the case may be, and under this
subparagraph (a)(iv). Crediting of hours of service for back pay
awarded or agreed to with respect to a period described in
subparagraph (a)(ii) shall be subject to the limitations set forth in
that subparagraph.
(v) Maternity or Paternity Leave. An Employee or former Employee
absent from service due to (A) the pregnancy of the Employee or former
Employee, (B) the birth of a child of or adoption of a child by the
Employee or former Employee, (C) the caring for of such a child during
the period immediately following the birth or adoption, or (D) a
serious health condition of a family member of the Employee or former
Employee shall be credited with Hours of Service during such absence,
calculated in accordance with and subject to the limitations of
paragraph (b), below. The Hours of Service shall be credited to the
Plan Year in which the absence begins, if necessary to prevent a
Break-in-Service in such Plan Year, or if not, the following Plan Year
if necessary to prevent a Break-in-Service in that Plan Year.
(b) Special Rule for Determining Hours of Service for Reasons Other than
the Performance of Duties
In the case of a payment which is made or due on account of a period during
which an Employee or former Employee performs no duties, and which results in
crediting of hours of service under subparagraph (a)(ii) or (a)(v) of this
Section 1.21, or in the case of an award or agreement for back pay to the extent
that such award or agreement is made with respect to a period described in
subparagraph (a)(iv) of this Section 1.21, the number of hours of service to be
credited shall be the number of regularly scheduled working hours included in
the units of time for which the payment is made or, in the case of a former
Employee or an Employee without a regular work schedule, at the rate of forty
(40) hours per week or eight (8) hours per day, and shall be allocated to the
period in which the hours of service are credited to the Employee or former
Employee, but in no event shall more than 501 hours of service be credited for
any applicable period. Hours of service shall be calculated or credited in a
manner consistent with Department of Labor Regulations Section 2530.200b-2(b)
and (c), which is incorporated herein by reference.
SECTION 1.22 INELIGIBLE EMPLOYEE
Any person who is employed by a Non-Participating Related Company, or by an
Employer in a division, location, or operation which is not covered under the
Plan, or a person whose terms and conditions of employment are subject to the
provisions of a collective bargaining agreement unless such agreement expressly
provides for the Employee's inclusion in the Plan and then only in such terms as
the agreement may specify.
SECTION 1.23 PARTICIPANTS
(a) Participant
An Employee or former Employee who (i) is or has been eligible to
elect to participate in the Plan pursuant to Article II and who either (ii)
has entered into a Compensation Savings Agreement (whether or not still in
effect) to cause contributions to be made to the Trust Fund, as provided in
Section 3.1, or (iii) has an Account under the Plan.
(b) Active Participant
A Participant who has a Compensation Savings Agreement in effect.
(c) Suspended Participant
A Participant for whom a Compensation Savings Agreement is not in effect,
but for whom an Account Balance is being maintained.
(d) Retired Participant
A Participant who has retired pursuant to Section 6.1 who is receiving or
is entitled to receive a benefit under the Plan.
(e) Inactive Participant
A Participant whose employment has terminated and who is entitled to
receive benefits.
SECTION 1.24 PLAN
The MERIT Plan of Benefits, the terms of which are set forth herein, as
hereafter from time to time amended, which is a spinoff effective as of October
1, 1990, of the portion of the Pre-Spinoff Plan (defined in Section 1.12 herein)
covering Participants therein of Employers specified in Section 1.15 herein.
Wherever the context shall so permit, the term Plan shall also include the
Pre-Spinoff Plan. The "Plan" is designed to qualify as a profit-sharing plan for
purposes of Sections 401(a), 402, 412 and 417 of the Code, and to contain a cash
or deferred arrangement intended to qualify under Section 401(k) of the Code.
SECTION 1.25 PLAN ADMINISTRATOR
The Committee, notwithstanding the fact that certain administrative
functions under or with respect to the Plan may be delegated.
SECTION 1.26 PLAN YEAR, FISCAL YEAR, LIMITATION YEAR, DETERMINATION YEAR, AND
LOOKBACK YEAR
"Fiscal Year" of the Company shall mean each period of twelve (12)
consecutive months ending with the Saturday nearest to the last day of
September. "Plan Year" shall mean each period of twelve (12) consecutive months
ending December 31. "Limitation Year" and "Determination Year" shall mean the
Plan Year. "Lookback Year" shall mean the twelve-month period immediately
preceding the Determination Year.
SECTION 1.27 PRIOR PLAN
The Profit-Sharing and Retirement Plan for Employees of M/A-COM, Inc.
SECTION 1.28 RELATED COMPANY
(a) Any entity (other than the Company) required to be aggregated with the
Company under Code Sections 414(b), 414(c), 414(m) or 414(o) and
Regulations issued pursuant thereto, and
(b) Any other entity designated as a Related Company by the Company in
Schedule A.
Any Related Company participating in the Plan shall be referred to as a
"Participating Related Company." A Related Company not so participating shall be
referred to as a "Non-Participating Related Company."
SECTION 1.29 TAX DEFERRAL CONTRIBUTIONS
Contributions made to the Trust Fund by the Employer on behalf of
Participants as required by the Compensation Savings Agreements.
SECTION 1.30 TRUST AGREEMENT
The agreement between the Company and the Trustee under which the assets of
the Plan are held, administered and managed. The provisions of the Trust
Agreement shall be considered an integral part of the Plan as if set forth fully
herein.
SECTION 1.31 TRUST FUND (OR FUND)
All assets, without distinction between principal and income, held by the
Trustee hereunder.
SECTION 1.32 TRUSTEE
Vanguard Fiduciary Trust Company, a trust company incorporated under
Pennsylvania banking laws.
SECTION 1.33 VALUATION DATE
The last day of each Plan Year, or the last day of the Plan Year and more
frequent dates during each Plan Year as determined by the Committee or Trustee.
To the extent that Plan assets are invested in the Vanguard Funds, and such
Vanguard Fund investments are specifically credited or earmarked to
Participants' separate Accounts under the Plan in accordance with the directed
investments provision of Section 4.2, the term "Valuation Date" shall mean each
day that the New York Stock Exchange is open for business.
SECTION 1.34 VANGUARD FUNDS
One or more of the regulated investment companies, collective investment
funds, the M/A-COM Stock Fund, or other investments offered by The Vanguard
Group, Inc., as funding vehicles for the Plan. The Company or the Committee
shall have authority to select the Vanguard Funds available for investment under
the Plan.
SECTION 1.35 VESTED ACCOUNT BALANCE
That portion of a Participant's Account Balance in which he has a
nonforfeitable right.
SECTION 1.36 YEAR OF SERVICE
For eligibility purposes, an Employee shall be credited with one (1) Year
of Service at the end of the first twelve-month period in which he completes at
least 1,000 Hours of Service, each such twelve-month period being measured from
the completion of his initial Hour of Service or any anniversary thereof.
For all other purposes of the Plan an Employee shall be credited with one
(1) Year of Service at the end of each Plan Year in which he completes at least
(or, solely for the purpose of determining the maximum contributions subject to
the Employer Matching Contributions under Sections 3.1(b) and 3.2 hereof, as of
January 1 within each Plan Year by which he completes) 1,000 Hours of Service.
Notwithstanding the foregoing:
(a) for periods prior to April 1, 1984, an Employee shall be credited with
service as set forth under the terms of the Prior Plan;
(b) an Employee shall be credited with Years of Service for service with
the entities named in Schedule A;
(c) with respect to an Employee who was employed during any period prior
to January 1, 1990 by Adams-Russell, Inc. (or its predecessors or
subsidiaries), Plan Years for the foregoing 1,000 Hour of Service
requirement shall be determined for such periods as provided in the
applicable one of the Adams-Russell, Inc. Tax Deferred Savings and
Stock Ownership Plan and RHG Electronics Laboratory, Inc. Tax Deferred
Retirement Savings Plan, with a full additional Year of Service being
credited for the period from October 1, 1989 to December 31, 1989 if
during that period such Employee completed at least 250 Hours of
Service with Adams-Russell, Inc. or its subsidiary RHG Electronics
Laboratory, Inc.;
(d) an Employee who has previously terminated employment with an Employer
and is again rehired by an Employer only after the fifth anniversary
of such termination shall have all his pre-termination Years of
Service cancelled for all purposes hereunder (other than eligibility).
Notwithstanding the foregoing, in determining an Employee's
nonforfeitable right to benefits under Section 6.2, this Section
1.36(d) shall not apply unless (A) the Employee did not have any
nonforfeitable right to a benefit derived from Employer contributions
and (B) the number of his consecutive one year Breaks in Service since
termination of employment equals or exceeds the greater of (i) five or
(ii) the aggregate number of Years of Service prior to such Break. The
aggregate number of Years of Service prior to such Break in Service
shall be deemed not to include any Years of Service not required to be
taken into account under this Section 1.36(d) by reason of any prior
Break in Service; and
(e) with respect to an Employee who was employed by the Company during any
period prior to January 1, 1989, a full additional Year of Service
shall be credited for the period from October 1, 1988 to December 31,
1988, if during that period such Employee completed at least 250 Hours
of Service with the Company.
ARTICLE II
PARTICIPATION
SECTION 2.1 ELIGIBILITY
Each Eligible Employee shall be entitled to participate in the Plan on the
first day of any calendar quarter coincident with or following his completion of
one (1) Year of Service.
SECTION 2.2 RE-EMPLOYMENT
An Employee who terminates employment after becoming eligible pursuant to
Section 2.1 and who is rehired shall become eligible to participate in the Plan
as of the first day of any calendar quarter coincident with or following his
re-employment date.
SECTION 2.3 CHANGE TO ELIGIBLE STATUS
An Ineligible Employee who becomes an Eligible Employee shall be entitled
to participate in the Plan as of the first day of any calendar quarter
coincident with or following his change in status so long as he has completed
one (1) Year of Service.
SECTION 2.4 CHANGE TO INELIGIBLE STATUS
If an Active Participant becomes an Ineligible Employee, he shall be deemed
a Suspended Participant for so long as he remains in such ineligible status, and
the following special provisions shall apply:
(a) If a Suspended Participant ceases to be employed by the Company or a
Related Company for any reason, including retirement or death, he (or,
in the event of his death, his beneficiary) shall be entitled to
benefits as provided under the applicable provisions of Article VI.
(b) While he is a Suspended Participant, he shall have the same rights as
a similarly situated Active Participant except that he shall be
ineligible to enter into a Compensation Savings Agreement.
SECTION 2.5 CONDITIONS TO PARTICIPATION
An Employee's participation shall be contingent upon receipt by the
Committee of such applications, Compensation Savings Agreements, consents,
elections, beneficiary designations and other documents and information as may
be prescribed by the Committee. Each Employee upon becoming a Participant shall
be deemed conclusively, for all purposes, to have assented to the terms and
provisions of the Plan and shall be bound thereby.
SECTION 2.6 INCLUSION OF RELATED COMPANIES
Any Related Company not included on Schedule A which is authorized by the
Board to participate in the Plan may elect to participate by action of its board
of directors or other managing body. In adopting the Plan, any such Related
Company may, if authorized by the Board, limit the application of the Plan to
one or more of its groups of employees and/or divisions, locations or
operations, provided such limitation shall not adversely affect the
qualification of the Plan. Special provisions or modifications relating to the
Plan as adopted by any such Related Company shall be specifically provided for
in Schedule A hereof.
SECTION 2.7 CORPORATE REORGANIZATIONS
To preserve continuity of Plan participation, in the event of a merger,
consolidation or reorganization among Related Companies, any one or more of
which is an Employer, the successor Employer may adopt the Plan on behalf of its
Employees who were covered hereunder immediately prior to such transaction.
SECTION 2.8 WITHDRAWAL OF EMPLOYERS
The Board in its discretion may determine that an Employer shall no longer
participate in the Plan and may direct that such Employer withdraw from the
Plan. Any Employer may similarly elect, subject to the approval of the Board, to
discontinue its participation in the Plan at any time. In either event,
applicable provisions of Articles X or XI shall apply in respect to such
discontinuance of participation.
ARTICLE III
CONTRIBUTIONS
SECTION 3.1 AMOUNTS CONTRIBUTED THROUGH CSA COMPENSATION REDUCTION
(a) Each Eligible Employee who elects or re-elects to become an Active
Participant shall sign a Compensation Savings Agreement, the terms of
which shall provide that the Participant may elect to have his CSA
Compensation reduced in an amount not less than the minimum and not
more than the maximum contributions provided for in Section 3.1(b).
The Employer shall contribute an equivalent amount to the Trust Fund
on behalf of each Active Participant within thirty (30) days after the
CSA Compensation reduction is made which amount shall be referred to
as the Tax Deferral Contribution. All Compensation Savings Agreements
shall be governed by the following:
(1) Subject to Section 3.1(a)(6), the Agreements shall apply to
each payroll period during which they are in effect and on file with
the Committee, and shall remain in effect with respect to future
payroll periods during which the Participant is an Active Participant,
or until his Agreement is amended or revoked, if earlier.
(2) A Participant may, by written instruction delivered to the
Committee, amend his Compensation Savings Agreement on a prospective
basis as of any January 1.
(3) A Participant may, by written instruction delivered to the
Committee, revoke his Compensation Savings Agreement on a prospective
basis. Such revocation shall become effective as soon as practicable
after receipt by the Committee or its designee and shall remain in
effect thereafter until the Employee executes a new and effective
Compensation Savings Agreement. If an Active Participant revokes his
Compensation Savings Agreement, he shall become a Suspended
Participant and shall again be eligible to become an Active
Participant on the first day of any succeeding calendar quarter;
provided that the Committee must receive his executed Compensation
Savings Agreement at least thirty (30) days in advance of such date,
and provided, further, that the percentage of his CSA Compensation to
be contributed to the Trust Fund under such new Compensation Savings
Agreement shall not exceed the lowest percentage elected in any prior
Compensation Savings Agreement that was effective during the same
calendar year.
(4) Compensation Savings Agreements shall provide that the
Committee may, at any time, reduce the amount of Tax Deferral
Contributions made on behalf of a Participant if the Committee
determines that the action may be necessary to comply with any
applicable nondiscrimination rules under Code Section 401(a) or
401(k). In addition, effective January 1, 1987, Tax Deferral
Contributions on behalf of a Participant for any calendar year shall
be limited to $7,000 (as from time to time adjusted by the Secretary
of the Treasury).
(5) The Compensation Savings Agreement of an Active Participant
who becomes an Ineligible Employee shall be revoked as of the date he
is no longer eligible.
(6) Except as provided above, a Compensation Savings Agreement,
once made, may not be revoked or amended by the Participant or the
Committee.
(b) Amount of Tax Deferral Contributions
Each Active Participant shall elect a whole percentage of his CSA
Compensation which shall be contributed to the Trust Fund pursuant to his
Compensation Savings Agreement, such percentage being from 2% to 14% if he is a
non-Highly Compensated Employee and from 2% to 6% if he is a Highly Compensated
Employee, provided, however, that from time to time during a Plan Year the
Committee may increase or decrease within the range of 6% and 14% the foregoing
maximum percentage applicable to Highly Compensated Employees for the remainder
of the Plan Year.
SECTION 3.2 EMPLOYER MATCHING CONTRIBUTIONS
Each Employer shall contribute in each Plan Year to the Trust Fund for the
Employer Matching Account of each Active Participant employed by it. Such
contribution shall be made in the form of shares of the common stock of the
Company, cash, or any combination of such common stock and cash, all as
determined in the sole discretion of the Company, and shall be made within
thirty (30) days from the date the contribution is determined, in an amount
equal to the applicable matching percentage from the following Table, applied to
the Participant's Tax Deferral Contributions, disregarding any such Tax Deferral
Contributions in excess of 6 percent of his CSA Compensation:
Years of Service Applicable
(at Beginning of Plan Year) Matching Percentage
At least 1 but less than 5 50%
At least 5 but less than 10 66-2/3%
10 or more 100%
SECTION 3.3 COMPENSATION SAVINGS AGREEMENTS/NONDISCRIMINATION PROVISIONS
(a) The Plan shall at all times meet the applicable tests under code
Sections 401(k)(3) and 401(m)(2) and the regulations promulgated
thereunder, which are incorporated herein by reference.
(b) For the purposes of such tests, compensation shall mean all amounts
paid to a Participant by the Company or Related Company for personal
services as reported on the Participant's Federal Income Tax
Withholding Statement (Form W-2) and excluding any benefits paid under
the Plan, but including any amount which is contributed by the
employer pursuant to a salary reduction agreement and which is not
includible in his gross income under Sections 125, 402(a)(8), 402(h)
or 403(b) of the Code, provided, that, for Plan Years beginning before
January 1, 1990, such compensation shall be limited to compensation
received by him while he was a Participant. For Plan Years beginning
prior to January 1, 1994, such compensation taken into account under
the Plan shall not exceed $200,000, as adjusted by the Secretary of
the Treasury at the same time and in the same manner as under Section
415(d) of the Code; and for Plan Years beginning after December 31,
1993, such compensation taken into account under the Plan shall not
exceed $150,000, as adjusted by the Secretary of the Treasury at the
same time and in the same manner as under Section 401(a)(17)(B) of the
Code.
(c) Correction of Excess Deferrals. If during any taxable year of a
Participant, the total amount of his salary reduction contributions to
all qualified cash or deferred arrangements exceeds $7,000 (as from
time to time adjusted by the Secretary of the Treasury), then the
amounts in excess of $7,000 (as adjusted as aforesaid) are to be
included in the Participant's gross income for the taxable year to
which such deferral relates.
Notwithstanding anything in the Plan to the contrary, if prior to
March 1 following the close of the Participant's taxable year, the
Participant notifies the Plan that he requests a return of part or all
of his prior Plan Year's Tax Deferral Contributions which exceed said
$7,000 limit (and any income allocable to such amounts) pursuant to
Code Section 402(g) and the regulations thereunder, the Plan may (but
is not required to) return (not later than the first April 15 after
the Participant's taxable year ends) the amount of the Participant's
Tax Deferral Contributions with allocable income (including income for
the so-called "gap" period), which the Participant requested to be
returned. The Participant's request will be limited solely to Tax
Deferral Contributions deemed made in the immediately prior taxable
year. The Committee shall establish such rules and regulations as it
deems necessary to carry out the effect of this provision. The
Committee will apply its rules and regulations uniformly with respect
to each Participant.
(d) Correction of Excess Contributions. If the Tax Deferral Contributions
made on behalf of Plan Participants causes the Plan to fail the
discrimination tests under Section 3.3(a), then any excess
contributions and any allocable income (including income for the
so-called "gap" period) shall be returned to the affected Participants
no longer than 12 months after the close of the Plan Year in which the
excess contribution was made. Any excess contributions to be
distributed shall be reduced by excess deferrals previously
distributed under Section 3.3(c).
If a distribution becomes necessary, it will be first applied to
the Participant who is the Highly Compensated Employee electing the
highest percentage of Tax Deferral Contributions pursuant to Section
3.1(b) until the tests of Section 3.3(a) are met or until such
Participant's election pursuant to Section 3.1(b) is reduced to the
same percentage level as the Participant who is the Highly Compensated
Employee electing the second highest percentage of Tax Deferral
Compensation pursuant to Section 3.1(b). If further limitations are
required, then both such Participants' percentage elections shall be
reduced until the tests of Section 3.3(a) are met or until the two
Participants' elections pursuant to Section 3.1(b) are reduced to the
same percentage level as the Participant who is the Highly Compensated
Employee electing the third highest percentage of Tax Deferral
Contributions pursuant to Section 3.1(b), and such distributions shall
continue to be made in a similar manner from the Participants who are
Highly Compensated Employees making the highest percentage elections
to the lowest until the tests of Section 3.3(a) are satisfied. Excess
contributions shall be allocated to Participants who are subject to
the family aggregation rules of Section 414(q)(6) of the Code in the
manner prescribed by the regulations.
(e) Correction of Excess Aggregate Contributions. If the Employer Matching
Contributions made on behalf of Plan Participants causes the Plan to
fail the discrimination tests under Section 3.3(a), then any excess
aggregate contributions and any allocable income (including income for
the so-called "gap" period) shall be distributed to the affected
Participants to the extent it is vested, or forfeited to the extent it
is not vested, no longer than 12 months after the close of the Plan
Year in which the excess aggregate contribution was made.
If such distribution or forfeiture becomes necessary, it will be
first applied to the Participant who is the Highly Compensated
Employee receiving the highest percentage of Employer Matching
Contributions pursuant to Section 3.2 until the tests of Section
3.3(a) are met or until such Participant's percentage pursuant to
Section 3.2 is reduced to the same percentage level as the Participant
who is the Highly Compensated Employee receiving the second highest
percentage of Employer Matching Contributions pursuant to Section 3.2.
If further limitations are required, then both such Participants'
percentages shall be reduced until the tests of Section 3.3(a) are met
or until the two Participants' percentages pursuant to Section 3.2 are
reduced to the same percentage level as the Participant who is the
Highly Compensated Employee receiving the third highest percentage of
Employer Matching Contributions pursuant to Section 3.2, and such
distributions shall continue to be made in a similar manner from the
Participants who are Highly Compensated Employees receiving the
highest percentages to the lowest until the tests of Section 3.3(a)
are satisfied. Excess aggregate contributions shall be allocated to
Participants who are subject to the family aggregation rules of
Section 414(q)(6) of the Code in the manner prescribed by the
regulations.
SECTION 3.4 CONDITIONS APPLICABLE TO EMPLOYER CONTRIBUTIONS
(a) In no event shall the Employer contributions for any Plan Year exceed
the amount deductible for such Plan Year for Federal income tax
purposes.
(b) Except as provided in Sections 3.1(a) and 3.3, Employer contributions
in respect to any Plan Year shall be made within the time prescribed
by law for the deduction of such contributions for purposes of that
Employer's Federal income tax as determined by applicable provisions
of the Code.
(c) Except as otherwise provided in Section 3.7, any and all contributions
made by an Employer shall be irrevocable and shall be transferred to
the Trustee and held as provided in the Trust Agreement. Neither such
contributions nor any income therefrom shall be used for, or diverted
to, purposes other than for the exclusive benefit of, or on account
of, Participants or their beneficiaries and payment of expenses of
this Plan, to the extent such expenses are not paid by the Employer.
SECTION 3.5 RETURN OF CONTRIBUTIONS UNDER CERTAIN CIRCUMSTANCES
Notwithstanding any of the other provisions of this Article III, all or any
portion of the amounts contributed to the Plan by an Employer shall be returned
to such Employer under the following circumstances:
(a) Mistake of Fact -- If and to the extent that any contribution was made
by mistake of fact, the Committee may direct the Trustee to return the
contribution at any time within one (1) year after the payment of the
contribution.
(b) Nondeductibility -- If and to the extent that the Internal Revenue
Service determines that a contribution is not deductible (in whole or
in part) the Committee may direct the Trustee to return the disallowed
contribution within one (1) year after the date of disallowance, and
to make such other adjustments as may be equitable and practical.
SECTION 3.6 FUNDING POLICY AND METHOD
The Company shall establish a funding policy and method consistent with
ERISA.
SECTION 3.7 ROLLOVERS AND TRANSFERS
Notwithstanding any provision of the Plan to the contrary, subject to the
approval of the Committee or its designee, a Participant, or an Employee of the
Employer who is not a Participant, may make and the Trustee may accept any
contribution to the Plan qualifying as an eligible rollover distribution as
described in Section 402(c) of the Code. Subject to the approval of the
Committee, and pursuant to such Committee's written direction, the Trustee may
also accept with respect to a Participant, or an Employee of the Employer who is
not a Participant, after appropriate Internal Revenue Service prior approval (or
lack of disapproval after the expiration of the appropriate period following
proper notice to the Internal Revenue Service), a transfer of some or all of the
assets of another plan or trust meeting the requirements of the Code concerning
qualified plans and trusts. In addition, the Trustee shall accept with respect
to a Participant, or an Employee of the Employer who is not a Participant, any
direct transfer to the Plan of an eligible rollover distribution elected by such
Participant or Employee pursuant to Section 401(a)(31) of the Code. Any
contributions or transfers made under this Section 3.7 shall be credited as of
the date of receipt thereof by the Trustee to a separate "Rollover Account" or
"Transfer Account," as the case may be, established under the Plan for such
Participant or Employee. For all purposes of the Plan such separate Account
shall be treated like the Participant's other Accounts. An Employee of an
Employer shall not become a Participant by reason of a rollover or transfer with
respect to him or her under this Section 3.7 but shall have the rights of a
Participant for purposes of borrowing from such separate Account and receiving
distributions from such separate Account upon death or other termination of
employment with the Company or a Related Company. In no event shall
contributions or transfers under this Section (i) be treated as an "Annual
Addition" (as defined in Section 1.3) for any Participant or (ii) be included in
the "aggregate of the Accounts" under Section 14.8 if initiated by the
Participant or Employee and made from the plan of an employer other than the
Company or a Related Company.
Notwithstanding the foregoing, with respect to each Participant or Employee
who has elected, or is deemed to have elected, to transfer his interest in the
Retirement Plan for Employees of M/A-COM, Inc. ("Retirement Plan") as a result
of its termination, upon receipt of a favorable determination letter from the
Internal Revenue Service for such termination of the Retirement Plan and the
amendment and restatement hereof to provide for such transfer, such interest of
that Participant or Employee shall be so transferred hereto, to be held
hereunder for his benefit in a Transfer Account in accordance with the foregoing
provisions of this Section 3.7, provided, however, that any withdrawal rights
such Participant or Employee had under the Retirement Plan with respect to such
transferred interest shall be continued hereunder with respect to the value of
that interest as of the date of the transfer as increased or decreased by any
gains or losses thereon since then.
ARTICLE IV
PARTICIPANTS' ACCOUNTS AND THE TRUST FUND
SECTION 4.1 INDIVIDUAL ACCOUNTS
The Committee shall establish and maintain (or cause to be established and
maintained) the following separate accounts to disclose the interests of the
Participants or their beneficiaries in the Trust Fund.
(a) Tax Deferral Account -- This Account shall be credited with amounts
attributable to the Tax Deferral Contributions made through the
Participant's Compensation Savings Agreement pursuant to Section
3.1(b).
(b) Employer Matching Account -- This Account shall be credited with all
amounts attributable to Employer Matching Contributions allocated to
the Participant pursuant to Section 3.2.
(c) Employer Profit-Sharing Account -- This Account shall be credited with
all amounts attributable to Employer Profit-Sharing Contributions
allocated to the Participant under the Plan during the period from
April 1, 1984 to December 31, 1988.
(d) Pre-April 1, 1984 Employer Profit-Sharing Account -- This Account
shall be credited with all Employer Profit-Sharing Contributions
attributable to Employer Profit-Sharing Contributions which were made
to the Prior Plan prior to April 1, 1984. Records of amounts
contributed on behalf of a Participant prior to April 1, 1984 shall be
maintained by a method that allows the account balance based on such
contributions to be readily determinable.
(e) Adams-Russell, Inc. 401(k) Account -- This Account shall be credited
with all account balances of the Participant under the Adams-Russell
Electronics Co., Inc. Tax Deferred Savings and Stock Ownership Plan as
of December 31, 1989.
(f) RHG Electronics Laboratory, Inc. 401(k) Account -- This Account shall
be credited with all account balances of the Participant under the RHG
Electronics Laboratory, Inc. Tax Deferred Retirement Savings Plan as
of December 31, 1989.
(g) Other Accounts -- Such other Accounts or subaccounts shall be
maintained for each Participant as the Committee shall deem necessary
or appropriate.
All benefits, withdrawals and distributions paid to a Participant or a
Participant's beneficiary shall be charged against the Participant's Accounts.
The maintenance of the Accounts is only for accounting and record keeping
purposes, and a segregation of the assets of the Trust Fund to each Account
shall not be required. Notwithstanding anything herein to the contrary, in
regard to any balances in the Adams-Russell, Inc. 401(k) Account or RHG
Electronics Laboratory, Inc. 401(k) Account, as increased or decreased by any
gains or losses thereon since December 31, 1989, the respective Participant
shall remain entitled hereunder to all optional forms of benefit (within the
meaning of Code Section 411(d)(6) and any regulations thereunder) available with
respect thereto under the applicable Adams-Russell Electronics Co., Inc. Tax
Deferred Savings and Stock Ownership Plan or RHG Electronics Laboratory, Inc.
Tax Deferred Retirement Savings Plan, under the terms of each such plan as in
effect as of December 31, 1989 (including, but not limited to, those optional
forms of benefit described in Schedule B), in addition to any optional forms of
benefit (within the aforesaid meaning) generally applicable thereto hereunder.
SECTION 4.2 INVESTMENT OF PLAN ASSETS
Except as otherwise provided in Section 5.1 with respect to Plan loans, all
Tax Deferral Contributions to the Plan shall be invested and reinvested by the
Trustee exclusively in shares of one or more of the Vanguard Funds, other than
the M/A-COM Stock Fund, or in other investments authorized under the Plan and
the Trust Agreement, as directed by the Participant, the Committee, or other
named fiduciary (whichever is applicable) in accordance with the following
directed investment provisions. As of February 1, 1992, all Employer Matching
Contributions may be initially invested in the M/A-COM Stock Fund, at the
discretion of the Company.
Subject to the foregoing and to the following, the Trustee shall invest all
amounts that are allocated to an Account of a Participant in investments
authorized under the Plan and Trust Agreement as directed by the Participant.
All such investment directions by Participants shall be timely furnished to the
Trustee by the Committee, except to the extent such directions are transmitted
telephonically or otherwise by Participants directly to the Trustee or its
delegate in accordance with rules and procedures established and approved by the
Committee and communicated to the Trustee. To the extent any Participant fails
to provide investment directions in accordance with such rules and procedures,
the amounts so undirected shall be invested by the Trustee in the Vanguard Money
Market Prime Reserves Fund or such other Vanguard Fund as the Committee may
select. A Participant shall be permitted to change his investment directions
both as to existing amounts in any of his Accounts and to future contributions
by or on behalf of the Participant under the Plan. Any such change in investment
directions shall be made in accordance with rules and procedures prescribed by
the Committee, and shall be timely furnished to the Trustee. Notwithstanding the
foregoing, the Trustee shall invest all or such portion of the assets of the
Plan in investments authorized under the Plan and Trust Agreement as directed by
the Committee or, in the alternative, by any other named fiduciary for the Plan,
whom the Company identifies in a written document furnished to the Trustee as
having the exclusive responsibility for managing and directing the investment of
Plan assets. Any such investment directions by the Committee or other named
fiduciary shall uniformly and ratably apply to all Participants similarly
situated and shall, where applicable, be timely furnished to the Trustee.
In making any investment of contributions under this Section 4.2, the
Trustee shall be fully entitled to rely on the directions properly furnished to
it under the foregoing provisions, and shall be under no duty to make any
inquiry or investigation with respect thereto. If the Trustee receives any
contribution to the Trust that is not accompanied by the necessary instructions
directing its investment, the Trustee may hold or return all or a portion of the
contribution uninvested, without liability for loss of income or appreciation,
pending receipt of proper investment directions.
Any allocation of contributions or earnings to the Account of a Participant
under this Section 4.2 shall not cause the Participant to have any rights, title
or interest in any assets of the Plan except at the time and under the terms and
conditions expressly provided for in the Plan.
SECTION 4.3 ALLOCATION OF EARNINGS AND LOSSES
The dividends, capital gains distributions, and other earnings received on
any share or unit of a Vanguard Fund or on any other Plan investment that is
specifically credited or earmarked to a Participant's Account in accordance with
the directed investment provisions of Section 4.2 shall be allocated to such
Account and immediately reinvested, to the extent practicable, in additional
shares or units of such Vanguard Fund or other earmarked Plan investment.
Any Plan earnings or losses attributable to the investment of a
Participant's Account in a loan to the Participant under Section 5.1 shall be
allocated to the Participant's Account in accordance with the procedures of
Section 5.1.
To the extent not otherwise provided under the foregoing provisions of this
Section 4.3, the assets of the Plan shall be valued at their current fair market
value as of each Valuation Date, and the earnings or losses of the Plan since
the immediately preceding Valuation Date shall be allocated to the Accounts of
all Participants or former Participants in the ratio that the fair market value
of each Account as of the immediately preceding Valuation Date, reduced by any
distributions or withdrawals therefrom since such preceding Valuation Date,
bears to the total fair market value of all Accounts as of the immediately
preceding Valuation Date, reduced by any distributions or withdrawals therefrom
since such preceding Valuation Date.
SECTION 4.4 FORFEITURES
If any forfeitures should occur in a Plan Year due to the termination of
Participants who have not become fully vested in their Employer Matching
Account, such nonvested portion shall be applied to reduce the Employer's
Matching Contribution for any succeeding Plan Year.
SECTION 4.5 MAXIMUM ANNUAL ADDITIONS
Notwithstanding anything contained herein to the contrary, the total Annual
Additions made to a Participant's Accounts for any Plan Year shall not exceed
the amount permitted under Section 415 of the Code.
SECTION 4.6 NOTICE TO PARTICIPANTS
Within a reasonable time after the last day of each Plan Year, and as of
such other dates as shall be determined by the Committee, the Committee shall
notify each Active Participant of his Account Balance as of such last day or
other date.
ARTICLE V
LOANS AND IN-SERVICE WITHDRAWALS
Section 5.1 Loans
An Active Participant may, upon proper application to the Committee, borrow
from the Trust Fund, subject to the following conditions.
(a) The amount of any loan shall not exceed the lesser of (i) $50,000,
reduced by the highest outstanding balance of any loans to him
hereunder during the twelve-month period immediately preceding the
date of the requested loan, or (ii) fifty percent (50%) of the
Participant's Vested Account Balance. Subject to the foregoing, the
minimum amount of any loan shall be $500.
(b) A reasonable rate of interest shall be charged on such loan in
accordance with standards established by the Committee.
(c) Loans may be granted for periods not to exceed five (5) years and no
more than two (2) loans may be outstanding at a time.
(d) All loans shall be repaid by substantially level payments of principal
and interest not less frequently than quarterly over the term of the
loan by payroll deduction as outlined in the loan agreement between
the Trustee and the Participant.
(e) If a Participant does not repay his loan according to the terms agreed
upon by the Participant and the Trustee, the Trustee may deduct the
outstanding loan amount and any interest then due from the balance of
the Participant's Accounts in the Plan (other than his Tax Deferral
Account, Adams-Russell, Inc. 401(k) Account or RHG Electronics
Laboratory, Inc. 401(k) Account, if he is then less than age 591/2),
and in addition or alternatively, exercise such rights or remedies as
it may have as a creditor of the Participant, and any expenses
incurred by the Trustee in exercising such rights or remedies shall be
chargeable to the Participant's Accounts to the extent permitted by
law.
(f) A Participant may prepay the loan at any time by paying the
outstanding principal balance due and interest to the date of the
prepayment.
(g) Upon the Participant's termination of employment, the amount of any
loan outstanding shall be deducted from the Participant's Account
Balance; provided, however, that, effective as of May 10, 1994, any
such terminated Participant may, within 30 days after his last pay
date, prepay any part or the whole of any outstanding loan, and any
balance remaining after such partial or full prepayment shall then be
deducted from the Participant's Account Balance.
(h) To the extent permitted by law, the Trustee shall not be liable for
any loss occasioned to the Trust Fund should it be determined that any
loan does not meet the "prudent man" standards of Section 404 of
ERISA.
(i) Loans shall be made in accordance with a uniform nondiscriminatory
policy and such written rules consistent with the provisions hereof
which are from time to time established by the Committee and
incorporated herein by reference.
(j) For the purpose of Sections 5.1(a) (other than the limitation in
Section 5.1(a)(ii) on any loan to fifty percent (50%) of the
Participant's Vested Account Balance) all qualified plans maintained
by the Company or Related Company shall be treated as one (1) plan.
(k) Loans shall be considered an investment of the Accounts of the
Participant from which the loan is made, and all loan repayments by
the Participant shall be credited to such Accounts and reinvested in
accordance with the procedures established by the Committee.
(l) Except as otherwise provided below, no loan may be made under this
Section 5.1 unless either -- (i) the spouse of the Participant
requesting such loan consents in writing to such loan and the use of
the Participant's Accounts as security for such loan and security
interest and is witnessed by the Employer or a notary public; or (ii)
it is established the satisfaction of the Committee that the
Participant has no spouse, or that the spouse's consent cannot be
obtained because the spouse cannot be located, or because of such
other circumstances as may be prescribed in regulations pursuant to
Section 417 of the Code. Spousal consent hereunder shall be valid only
if obtained no more than 90 days prior to the date on which such loan
is to be so secured.
Notwithstanding anything to the contrary in the Plan, no loan shall be made
which shall constitute a distribution within the meaning of Code Section 72(p).
SECTION 5.2 WITHDRAWALS WHILE EMPLOYED
Subject to Section 4.1, while still employed by the Company or a Related
Company, a Participant may elect to withdraw his vested pre-April 1, 1984
Profit-Sharing Account balance or his pre-April 1, 1984 after-tax employee
contributions account balance, if any, providing he has no loans outstanding
under the provisions of Article V or any other qualified plan maintained by the
Company or Related Company. The amount withdrawn must represent the total vested
value of such Account at the time of withdrawal.
ARTICLE VI
BENEFITS
SECTION 6.1 RETIREMENT BENEFITS
A Participant will be eligible for retirement benefits under the Plan upon:
(a) terminating employment after becoming age sixty-five (65), or
(b) terminating employment after becoming age fifty-five (55) and
completing five (5) Years of Service.
His retirement benefit shall be payable pursuant to Section 7.1 in an
amount equal to his Account Balance determined as of the Participant's date of
payment of his benefits hereunder.
SECTION 6.2 TERMINATION BENEFITS
A Participant who terminates his employment with the Company or Related
Company for any reason other than as outlined in Section 6.1 will be entitled to
receive the total value of his Employer Profit-Sharing Account, Pre-April 1,
1984 Employer Profit-Sharing Account, Tax Deferral Account, Adams-Russell, Inc.
401(k) Account, and RHG Electronics Laboratory, Inc. 401(k) Account, if any. A
terminating Participant's Vested Account Balance in his Employer Matching
Account will be determined in accordance with the following schedule:
Years of Service Vested Percentage
Less than 2 0%
2 25%
3 50%
4 75%
5 or more 100%
Notwithstanding the foregoing, a Participant's Vested Percentage under the
above schedule shall be 100% upon his 65th birthday.
The determination of a Participant's Vested Account Balance will be based
upon the Participant's date of payment of his benefits hereunder.
SECTION 6.3 YEARS OF SERVICE
Subject to Section 1.36, for the purpose of determining a Participant's,
other than a Retired Participant's, vested interest in his Employer Matching
Account, Employer Profit-Sharing Account and Pre-April 1, 1984 Employer
Profit-Sharing Account all Years of Service shall be taken into account.
SECTION 6.4 REPAYMENT OF DISTRIBUTED BENEFITS
A Participant terminating service with a Vested Account Balance as
determined in Section 6.2 who is reemployed may elect to repay his termination
distribution. Such payment must be made prior to the close of the period in
which the Participant would have incurred five (5) consecutive one-year
Breaks-in-Service. If the repayment is made within the time prescribed, the
amount in each of the Participant's Accounts in which the Participant was
considered unvested will be restored to his Accounts. The restoration will be
made from the forfeiture amount determined pursuant to Section 4.4 for the Plan
Year of repayment. If such amount is insufficient, the restoration will be made
from the Employer contributions for the subject Plan Year.
SECTION 6.5 DEATH BENEFITS
Benefits payable with respect to Participants on their respective deaths
shall be as follows:
(a) Death Prior to Benefit Commencement. In the case of a Participant who
dies while an Employee and before any distribution of his benefits
hereunder, his designated beneficiary shall be eligible to receive his
Vested Account Balances. In the case of a Participant who is then a
former Employee and dies before receiving any distribution of his
benefits hereunder, his designated beneficiary shall be entitled to
such benefits. In either such case, if such Participant's designated
beneficiary is his spouse, payment must commence no later than the
date on which the Participant would have attained age 701/2. If the
Participant has designated as his beneficiary an individual other than
his spouse, payment must commence no later than one (1) year after the
date of the Participant's death (except as may be provided in
regulations pursuant to Section 401(a)(9) of the Code). In either
case, payment may be made (i) in a lump sum, (ii) in a series of
substantially equal annual (or more frequent) installments over a
period not exceeding the beneficiary's life expectancy, or (iii) in
the form of an annuity not exceeding the beneficiary's life, all as
determined as provided in Section 7.1, but subject to the following.
In any case other than those described above, the Participant's entire
benefit hereunder must be distributed within five (5) years after his
death (i) in a lump sum or (ii) in a series of substantially equal
annual (or more frequent) installments, as determined and provided in
Section 7.1. Life expectancy will be determined by use of the return
multiples specified in Section 1.72-9 of the Income Tax Regulations,
unless otherwise provided in regulations pursuant to Section 401(a)(9)
of the Code. Life expectancy of a surviving spouse may be recalculated
annually. In the case of any beneficiary other than a surviving
spouse, such life expectancy shall be calculated at the time payment
first commences without further recalculations. If the beneficiary of
a Participant described in this Section 6.5 is his surviving spouse,
and such surviving spouse dies before payment commences, the above
provisions shall apply as though such surviving spouse were the
Participant.
(b) Death After Benefit Commencement. In the case of a Participant who
dies after having begun to receive a distribution of his benefits
hereunder, but prior to the payment of the entire amount thereof,
distribution of those benefits shall continue after his death to his
designated beneficiary in the same form, and over a period no longer
than, as elected under Section 7.1.
(c) Qualified Preretirement Survivor Annuity. Notwithstanding anything
herein to the contrary, if any Participant --
(A) who has not retired or otherwise terminated employment with
the Employer either (i) dies within the period beginning with the
earliest date he would have been entitled to a benefit hereunder if he
terminated employment with the Employer for a reason other than
retirement or death, and ending on attainment of age sixty-five (65)
or (ii) dies after attainment of age sixty-five (65), or
(B) who dies either (i) after he has retired early hereunder, or
has retired on or after attainment of age sixty-five (65), or (ii)
dies after he has otherwise terminated employment with the Company or
a Related Company pursuant to Section 6.2, but in either case prior to
the commencement of his benefits, -- and leaves a surviving spouse,
then unless the Participant elects otherwise in accordance with the
following provisions of this Section 6.5(c) such surviving spouse
shall be entitled to a "qualified preretirement survivor annuity." For
the purposes hereof, "qualified preretirement survivor annuity" means
a monthly annuity the present value of which shall equal the
Participant's Vested Account Balance. For the purposes of this
Subsection (c), a surviving spouse shall begin to receive a qualified
preretirement survivor annuity at the earliest date the Participant
could have elected to retire early unless such surviving spouse elects
a later date on a form approved by and filed with the Committee.
A Participant may elect, within the period hereinafter described,
not to have any qualified preretirement survivor annuity apply to him.
The election period for such waiver shall be the period commencing on
the first day of the Plan Year in which the Participant attains age 35
and ending at his death, provided, however, that when a Participant's
employment with the Employer terminates, such election period shall
commence on the date of such termination, with respect to the balance
of his Accounts as of such date. Such election shall be made in
writing in a form acceptable to the Committee, and shall not take
effect until either (i) the Participant's spouse consents in writing
to such election, and the spouse's consent acknowledges the effect of
such election and is witnessed by a notary public, or (ii) it is
established the satisfaction of the Committee that the Participant has
no spouse, that the spouse cannot be located, or because of such other
circumstances as may be prescribed in regulations pursuant to Section
417 of the Code. Any such election may be revoked at any time during
the period in which such an election may be made, any such revocation
to be made in writing by the Participant in a form acceptable to the
Committee and no such election or revocation being effective until its
delivery to the Committee.
Notwithstanding the foregoing, a Participant's surviving spouse
may in any case elect in writing upon a form acceptable to, and within
such time as may be established by, the Committee to receive the
distribution of the Participant's Vested Account Balance in an
immediate lump sum or in installments pursuant to Section 7.1, in lieu
of the qualified preretirement survivor annuity.
ARTICLE VII
BENEFIT DISTRIBUTIONS
SECTION 7.1 FORM OF RETIREMENT OR DEATH PAYMENTS
Subject to Sections 6.5 and 7.8, Participants or beneficiaries entitled to
receive benefits upon the Participant's retirement or death may elect to receive
benefits in one of the three methods described below:
(i) A lump sum payment,
(ii) Periodic payments for five (5) or ten (10) years or such other period
required by the Code, or
(iii)An annuity payable either to the Participant or to the Participant and
his spouse, or to his beneficiary with respect to death benefits
(which annuity may be funded in the Committee's discretion through the
purchase of a nontransferable annuity contract purchased from an
insurance company);
provided that (1) such election does not extend the payment beyond the
life or lives of the Participant and his contingent annuitant or other
designated beneficiary or over a period certain longer than the life
expectancy of the Participant or the joint and last survivor life
expectancy of the Participant and his contingent annuitant or other
designated beneficiary, (2) the amount payable for each calendar year
under the method elected is not less than the quotient obtained by
dividing the Participant's benefit by the lesser of (A) the applicable
life expectancy or (B) if the Participant's spouse is not the
designated beneficiary, the applicable divisor determined from the
table set forth in Q&A-4 of Section 1.401(a)(9)-2 of the Proposed
Treasury Regulations, and (3) no annuity under clause (iii) above
shall be permitted if the present value of the benefits payable
hereunder is equal to or less than $3,500. Payments shall be made
monthly, quarterly, semi-annually or annually as determined by the
Participant or beneficiary.
SECTION 7.2 FORM OF TERMINATION PAYMENTS
Subject to Sections 7.5, and 7.8, Participants who terminate their
employment with the Company or a Related Company pursuant to Section 6.2 may
elect to receive benefits as an immediate lump sum payment or defer them to the
earliest date he would have been eligible for retirement benefits under Section
6.1 (with the right then to elect a lump sum payment), provided, however, that
if the value of such benefits is equal to or less than $3,500 they shall be paid
out as an immediate lump sum payment.
SECTION 7.3 WITHDRAWAL
Subject to Section 4.1, all withdrawals during employment shall be paid in
a lump sum payment.
SECTION 7.4 ELECTIONS AS TO MANNER OF PAYMENT OR COMMENCEMENT DATE
A Participant's or his beneficiary's election as to the form of payment of
benefits, or an election of the commencement date of his benefits by a
Participant who terminated employment with the Company or a Related Company
pursuant to Section 6.2, shall be submitted in writing to the Committee within
such time as may be established by the Committee following the Participant's
retirement, disability, termination of employment, or death. Notwithstanding
anything herein to the contrary, the election of a deferred commencement date
under Section 7.2 by a terminated Participant may be revoked only if an
immediate lump sum payment of his benefits is elected instead (with his spouse's
consent, if applicable).
SECTION 7.5 LATEST COMMENCEMENT OF BENEFITS
A Participant's (or his beneficiary's) benefits shall commence no later
than sixty (60) days after the latest of:
(i) The close of the Plan Year in which he attains age sixty-five (65);
(ii) The tenth (10th) anniversary of the close of the Plan Year in which he
commence participation in the Plan; or
(iii) The close of the Plan Year in which he ceased to be an Employee.
If the amount of the payment required to commence on the date determined
hereunder cannot be ascertained or the Committee is unable to locate the
Participant, a payment retroactive to such date may be made no later than sixty
(60) days after the earliest date on which the amount of such payment can be
ascertained or the date on which the Participant is located (whichever is
applicable). Notwithstanding anything contained herein to the contrary, any
benefits to which a Participant is entitled shall commence not later than the
April 1 following the calendar year in which the Participant attains age 701/2,
whether or not his employment had terminated in such year, provided that, such
rule shall only apply to 5% owners (as defined in Section 416 of the Code) of
the Employer prior to April 1, 1990. A Participant, other than such a 5% owner,
who attained age 701/2 prior to 1988 shall begin receiving benefits no later
than the April 1 following the calendar year in which he terminates employment.
Such distributions shall be at least equal to the required minimum distributions
under the Code.
Notwithstanding anything herein to the contrary, any Participant retiring
under Section 6.1 may postpone the commencement date for the payment of benefits
to such later date occurring on or before the April 1 following the end of the
calendar year in which he reaches age 701/2 as he may elect in writing on a form
acceptable to the Committee and filed with it, which election may later be
revoked or changed in a similar manner.
SECTION 7.6 BENEFICIARY DESIGNATION
Each Participant who has an Account Balance may designate any person or
persons (who may be designated contingently or successively and who may be an
entity other than a natural person) as his beneficiary or beneficiaries for the
payment of any Plan benefits remaining at the time of his death. Each
beneficiary designation shall be filed by the Participant in the form prescribed
by the Committee. A beneficiary designation may be changed or revoked without
the consent of any person, except as otherwise provided below.
If a married Participant designates a beneficiary other than his spouse,
such designation must be accompanied by a notarized written statement signed by
such spouse consenting to the beneficiary designation. The Committee may waive
this requirement only upon adequate proof from the Participant that the spouse
cannot be located, or because of such other circumstances as may be prescribed
in regulations pursuant to Section 417 of the Code.
If a Participant fails to designate a beneficiary, or if he is not survived
by his beneficiary or beneficiaries, any death benefit payable hereunder shall
be paid to the following listed parties in order of priority:
(a) His spouse;
(b) His natural and adopted children or their issue per stirpes;
(c) His parents or the survivor thereof;
(d) His brothers and sisters or their issue per stirpes; or
(e) His estate;
and if payable to more than one person in a class, all persons in that
class shall share equally except in the case of parties listed in
clauses (b) and (d) above.
In the event that a secondary beneficiary has not been designated, or if
the secondary beneficiary has predeceased the beneficiary, the beneficiary may
designate a beneficiary to receive any unpaid Plan benefits at his death. If no
beneficiary is designated, unpaid Plan benefits will be distributed in
accordance with the order of priority listed above for the beneficiary.
SECTION 7.7 MODE OF PAYMENT
The benefits provided by this Article VII shall normally be payable in
cash; although, the Committee may, in special circumstances, direct the Trustee
to distribute benefits in whole or in part in the form of securities or other
Trust assets. Notwithstanding the preceding sentence, with respect to
distributions made on or after January 1, 1993, a Participant who is entitled to
a distribution hereunder and whose benefit hereunder includes an interest in at
least 100 shares of common stock of the Company in the M/A-COM Stock Fund, may
elect to receive such shares of stock in-kind, in lieu of cash.
SECTION 7.8 JOINT AND SURVIVOR ANNUITY; LIFE ANNUITY
Notwithstanding anything herein to the contrary, if a Participant is
married on the date his benefit commences, his benefit under the Plan shall be
payable in the form of a "qualified joint and survivor annuity," unless he has
elected to waive such form as hereinafter in this Section 7.8 provided. For
purposes hereof, the term "qualified joint and survivor annuity" means an
annuity for the life of the Participant with a survivor annuity for the life of
his spouse equal to one half of the amount payable during the joint lives of the
Participant and his spouse, and which qualified joint and survivor annuity is
the Actuarial Equivalent of his benefit otherwise payable hereunder.
A Participant who is married on his benefit commencement date hereunder may
elect to waive the payment of his benefit in the form of a qualified joint and
survivor annuity by filing an election to such effect with the Committee on a
form approved by it within the ninety (90) day period prior to his benefit
commencement date hereunder. A Participant who is then unmarried may similarly
elect to waive the annuity form of benefit. No such election, however, shall
take effect unless either (i) the Participant's spouse, if any, consents in
writing to such election, and the spouse's consent acknowledges the effect of
such election and is witnessed by a notary public, or (ii) it is established the
satisfaction of the Committee that the Participant has no spouse, or that the
spouse's consent cannot be obtained because the spouse cannot be located, or
because of such other circumstances as may be prescribed in regulations pursuant
to Section 417 of the Code. Any such election may be revoked at any time during
the period in which such an election may be made, such revocation being made in
writing by the Participant on a form acceptable to the Committee. No such
election or revocation shall be effective until it is delivered to the
Committee. Any consent necessary under this provision shall be valid only with
respect to the spouse who signs the consent, or in the situation described in
clause (ii), the spouse there in question.
Notwithstanding the foregoing, in the case of a Participant the balance of
whose Accounts hereunder at no time exceeded $3,500, or in any case in which the
Participant's surviving spouse consents thereto in writing, the Committee shall
make distribution thereof in a lump sum.
If a Participant is not married on such commencement date then unless he
elects otherwise in accordance with this Section 7.8, his benefits shall be
payable in the form of an annuity for life.
SECTION 7.9 AVAILABILITY OF DIRECT ROLLOVERS
(a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this Article VII, with
respect to any distribution made on or after January 1, 1993, a
Distributee of a benefit hereunder may elect, at the time and in the
manner prescribed by the Committee, to have any portion of an Eligible
Rollover Distribution that is equal to at least $500 paid directly to
an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
(b) Definitions. For purposes of this Section 7.9, the following words and
phrases when used herein shall have the following meanings and shall
be in addition to any other words and phrases defined elsewhere in the
Plan:
(1) 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); and any other
distribution(s) that is(are) reasonable expected to total less than
$200 during a year.
(2) 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.
(3) 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 such spouse or former spouse.
(4) Direct Rollover. A Direct Rollover is a payment by the Plan
to the Eligible Retirement Plan specified by the Distributee.
The provisions of this Section 7.9 shall be administered in
accordance with the terms of a "Direct Rollover Program," not
inconsistent with this Section 7.9 or with any provision of Section
401(a)(31) or 402 of the Code, which is adopted and amended from time
to time by the Committee, and which is incorporated herein by this
reference.
ARTICLE VIII
ADMINISTRATION
SECTION 8.1 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR
ADMINISTRATION
(a) The Fiduciaries shall have only those powers, duties, responsibilities
and obligations as are specifically given to them under the Plan or
the Trust Agreement; provided, however, a Fiduciary (i) may serve in
more than one fiduciary capacity in respect to the Plan (ii) may
delegate other than Fiduciary's responsibilities and (iii) may employ
one or more parties to render advice with regard to responsibility he
has under the Plan.
(b) The Employer shall have the sole responsibility for making the
contributions necessary to provide benefits under the Plan.
(c) The Company shall have the sole authority to appoint and remove the
Trustee and members of the Committee and to amend or terminate, in
whole or in part, the Plan and the Trust Agreement. The Company, by
written instrument filed with the records of the Plan may designate
Fiduciary capacities and/or Fiduciaries other than those named herein.
(d) The Committee shall have the sole responsibility for the
administration and management of the Trust Fund except as provided by
the Committee.
SECTION 8.2 INDEMNIFICATION
The Company shall indemnify each member (and former member) of the
Committee and any other employee, officer or director (and former employee,
officer or director) of the Company or a Related Company against any claims,
loss, damage, expense and liability (other than amounts paid in settlement not
approved by the Company) reasonably incurred by him in connection with any
action or failure to act to which he may be a party by reason of his membership
on the Committee or performance of an authorized duty or responsibility for or
on behalf of the Company or a Related Company pursuant to the Plan or Trust
Agreement unless the same is determined to be the result of the individual's
gross negligence or willful misconduct. Such indemnification by the Company
shall be made only to the extent (i) such expense or liability is not payable to
or on behalf of such person under liability insurance coverage, and (ii) the
Trust is precluded from assuming such expense or liability under ERISA or other
applicable law. The foregoing right to indemnification shall be in addition to
any other rights to which any such person may be entitled as a matter of law.
SECTION 8.3 THE COMMITTEE -- GENERAL
The Plan shall be administered by a Committee consisting of at least three
(3) persons who shall be appointed by and serve at the pleasure of the Chief
Executive Officer of the Employer (the "CEO") and who shall report from time to
time to the Employer's Compensation Committee as requested by such committee. A
person who is selected as a member of the Committee also may serve in one or
more other fiduciary capacities with respect to the Plan and may be a
Participant. The CEO shall have the right to remove any member from the
Committee at any time, and a member may resign at any time by written
resignation to the CEO in which events, the CEO may fill the vacancy. All usual
and reasonable expenses of the Committee members incurred by them in the
administration of the Plan and Trust Fund, including but not limited to fees and
expenses of professional advisors, may be paid in whole or in part by the
Employer, and any expenses not so paid shall be paid out of the Trust Fund.
Committee members who are full-time employees of the Employer shall not receive
compensation with respect to their services as a member of the Committee.
SECTION 8.4 RECORDS AND REPORTS
The Committee shall exercise such authority and responsibility as it deems
appropriate in order to comply with the Code, ERISA, and governmental
regulations issued thereunder relating to qualified employee profit-sharing
plans. The Employer and the Committee shall each keep or cause to be kept such
Employee and Participant data and other records, and shall each reasonably give
notice to the other of such information, as shall be proper, necessary or
desirable to effectuate the purpose of the Plan. Neither the Employer nor the
Committee shall be required to duplicate any records kept by the other.
SECTION 8.5 OTHER COMMITTEE POWERS AND DUTIES
The Committee shall have such duties and powers as may be necessary for it
to discharge its duties hereunder, including, but not limited to, the following:
(a) To construe and interpret the Plan, including the supply of any
omissions in accordance with the intent of the Plan, to the extent
provided by law, deciding all questions of eligibility, determining
the amount, manner and time of payment of any benefits hereunder, and
to authorize the payment of benefits;
(b) To prescribe forms and procedures to be followed by the Participants
and beneficiaries filing applications for benefits;
(c) To prepare and distribute, in such manner as the Committee determines
to be appropriate, information explaining the Plan;
(d) To receive from the Employer and from Participants such information as
shall be necessary for the proper administration of the Plan;
(e) To furnish the Company, upon request, such annual reports with respect
to the administration of the Plan as are reasonable and appropriate;
(f) To receive, renew, and keep on file (as it may deem convenient or
proper) reports of the financial condition, and the receipts and
disbursements of the Trust Fund;
(g) To appoint, employ or designate individuals to assist in the
administration of the Plan and any other agents it deems advisable,
including legal and actuarial counsel;
(h) To make such equitable and practical adjustments as may be necessary
to correct mistakes of fact or other errors;
(i) To exercise such other powers and duties as the Board may delegate to
it;
(j) To make recommendations to the Board regarding the structure,
administration and operation of the Plan;
(k) To direct the Trustee or any other party designated by the Trustee or
the Committee regarding the investment of the assets of the Plan; and
(l) To appoint an Investment Manager to manage assets of the Plan in
accordance with any Trust Agreement hereunder.
The Committee may retain auditors, accountants, physicians, actuaries,
legal counsel, consultants and other professional advisors selected by it. To
the extent permitted by law any Committee member or other Fiduciary may himself
act in any such capacity, and any such auditors, accountants, physicians, legal
counsel, consultants or other professional advisors may act in a similar
capacity for any Employer and/or any Non-Participating Related Company and may
be Employees of any Employer and/or any Non-Participating Related Company.
The opinion of, or information or data contained in, any certificate or
report or other material prepared by any such auditor, physician, actuary,
accountant, legal counsel, consultant, or other professional advisor, shall be
full and complete authority and protection in respect of any action taken,
suffered or omitted by the Committee or other Fiduciary in good faith and in
accordance with such opinion or information and no member of the Committee or
other Fiduciary shall be deemed imprudent by reason of any such action.
SECTION 8.6 RULES AND DECISIONS
The Committee may adopt such nondiscriminatory procedures and rules
(consistent with the provisions of the Plan) as it deems necessary, desirable or
appropriate for proper and efficient Plan administration. When making any
determination, the Committee shall be entitled to rely upon information
furnished by a Participant or beneficiary, an Employer, the legal counsel of an
Employer, an actuary, consultant, or the Trustee. The determination of the
Committee as to any disputed question arising hereunder shall be final and
conclusive upon all persons.
SECTION 8.7 COMMITTEE PROCEDURES
The Committee may act at a meeting, whether in person, or otherwise, or in
writing without a meeting. All decisions of the Committee shall be made by the
vote of the majority including actions in writing taken without a meeting. No
Committee member who is a Participant shall have any vote in any decision of the
Committee made uniquely with respect to such Committee member or his benefits
hereunder.
SECTION 8.8 AUTHORIZATION OF BENEFIT PAYMENTS
The Committee shall issue directions to the Trustee concerning all benefits
which are to be paid from the Trust Fund pursuant to the provisions of the Plan.
SECTION 8.9 APPLICATION AND FORMS OF PAYMENT
The Committee shall notify each Participant of his entitlement to receive
benefits under the Plan and shall provide appropriate forms on which such
application for benefits is made. The Committee and the Employer may rely on the
correctness of all information submitted by a Participant and they shall also be
protected in acting upon any notice or other communication purporting to be
signed by any person and reasonably believed to be genuine and accurate, and
shall not be deemed imprudent by reason of so doing.
SECTION 8.10 FACILITY OF PAYMENT
Whenever in the Committee's opinion a person entitled to receive any
payment of a benefit hereunder is under a legal disability or is incapacitated
in any way so as to be unable to manage his financial affairs, the Committee may
direct the Trustee to make payment to the legal representative of such person.
Any such payment of a benefit or installment thereof in accordance with the
provisions of this Section shall be a complete discharge of any person making
such direction or payment.
If any beneficiary of any Participant or former Participant shall be a
minor, the Trustee shall be fully protected in making any payment required to be
made to such minor to any person who is a custodian or guardian for such minor.
SECTION 8.11 CLAIMS PROCEDURE
Each Participant or beneficiary claiming a benefit under the Plan must
complete and file such application forms with the Committee as it may reasonably
require. One Committee member (or designee) shall be designated to review all
applications for benefits. The reviewer shall notify the claimant in writing of
the reviewer's decision within ninety (90) days of his receipt of the
application. If special circumstances require any extension of time (not to
exceed ninety (90) days) for processing the claim, the claimant will be notified
in writing of the extension prior to the expiration of the initial ninety (90)
day period.
The reviewer shall make all determinations on behalf of the Committee as to
the right of any claimant to a benefit. Any denial by the reviewer of the claim
for benefits shall be stated in writing and delivered or mailed to the claimant
setting forth specific reasons for the denial and, if applicable, a description
of additional material or information necessary for the claimant to perfect his
claim. If the reviewer rejects the application solely because the claimant
failed to furnish certain necessary material or information, the notice shall
explain what additional material is needed and why, and advise the claimant that
he may refile a proper application under the above claim procedure.
SECTION 8.12 APPEAL AND REVIEW PROCEDURE
If a claim has been denied by the reviewer pursuant to Section 8.11, the
claimant may appeal the denial within sixty (60) days after receipt of written
notice thereof by submitting in writing to the Committee a request for review of
the denial of such claim.
A claimant may also submit a written statement of issues and comments
concerning his claim, and he may request an opportunity to review the Plan, the
Trust Agreement and any other pertinent documents (which shall be made available
to him by the Committee within thirty (30) days after its receipt of a copy of
the request) at a convenient location during regular business hours.
If an appeal is made, the Committee shall render its final decision with
the specific reasons therefor in writing and transmit it to the claimant by
certified mail within sixty (60) days of its receipt of the request for review.
SECTION 8.13 EVIDENCE
Evidence required of anyone under the Plan may be given by certificate,
affidavit, document or in such other form as the person to whom such evidence is
given considers appropriate.
ARTICLE IX
AMENDMENT, RIGHT TO DISCONTINUE CONTRIBUTIONS
SECTION 9.1 RIGHT TO AMEND
The Company, acting through the Board or by any person authorized by the
Board, reserves the right at any time and from time to time to modify or amend
in whole or in part any or all of the provisions of the Plan; provided, however,
that no such modification or amendment may result in a retroactive reduction in
a Participant's Account Balance; and further provided, however, that the Board
in its sole discretion may make any modifications or amendments, additions or
deletions in the Plan, retroactively if necessary, regardless of their effect on
the rights of any particular Participants, which it deems necessary for the Plan
to maintain its qualification under Code Sections 401(a) and 401(k) and for the
Trust Fund to maintain its tax-exempt status under Code Section 501(a).
SECTION 9.2 DISCONTINUANCE OF CONTRIBUTIONS
In the event of a permanent discontinuance of contributions to the Plan by
the Employer, the accounts of all Participants, as of the date of such
discontinuance, shall become fully vested and nonforfeitable to the extent
required by law. In the event that an Employer's contributions are discontinued
without termination of the Plan as it applies to the Employees of such Employer,
the Plan shall be deemed suspended and the Trust Fund as it so applies shall be
continued until such time as the Board shall terminate the Trust Fund or until
all Trust Fund assets have been fully distributed in accordance with applicable
provisions of the Plan.
ARTICLE X
PLAN TERMINATION
SECTION 10.1 RIGHT TO TERMINATE
The Company expects the Plan to be continued indefinitely but in accordance
with the procedures set forth in this Article, the Company by action of the
Board may terminate the Plan at any time.
SECTION 10.2 TERMINATION
Upon termination of the Plan in whole or in part with respect to a group of
Participants, the Trustee shall, in accordance with the directions of the
Committee, allocate and segregate for the benefit of such Participants, the
interest of such Participants in the Trust Fund. The funds so allocated shall be
used by the Trustee to pay benefits to or on behalf of Participants in
accordance with Section 10.4.
SECTION 10.3 LIQUIDATION OF THE TRUST FUND
Upon termination or partial termination of the Plan, the Participants'
Account Balances (or those of Participants affected by a partial termination, if
applicable) shall become fully vested, and the Committee shall direct the
Trustee to distribute to Participants and/or beneficiaries, after payment of
applicable expenses, the amounts in their Accounts (as the same may be adjusted
from time to time) within such time as the Committee shall direct.
SECTION 10.4 MANNER OF DISTRIBUTION
Any distribution after termination of the Plan may be made in whole or in
part, in cash, in securities or other assets in kind, or in nontransferable
annuities (individual or group) as the Committee may determine.
ARTICLE XI
SUCCESSOR EMPLOYER AND
MERGER OR CONSOLIDATION OF PLANS
SECTION 11.1 SUCCESSOR EMPLOYER
In the event of the dissolution, merger, consolidation or reorganization of
the Company or an Employer, provision may be made by which the Plan and Trust
Fund will be continued by the successor and, in that event, such successor shall
be substituted for such Employer under the Plan. Unless otherwise provided, the
substitution of the successor shall constitute an assumption of the Plan
liabilities by the successor and the successor shall have all of the powers,
duties and responsibilities of the Company or such Employer as applicable under
the Plan. The applicable provision of Section 11.2 shall apply in the event of a
merger, consolidation or reorganization among Related Companies any one or more
of which is an Employer.
In the event that any entity other than an Employer shall acquire any
plant, division, department or operation of an Employer as a going concern, then
the Company may cause any part of the Trust Fund which is allocable to (as
determined by the Board) to Participants who thereupon become employed (directly
or indirectly) by the acquirer, and the beneficiaries of such Participants, to
be segregated and deposited in a separate fund, which fund shall thereafter be
governed by the provisions of the Plan, until amended. Unless otherwise
provided, such event shall constitute the assumption by the acquirer (through
such separate plan) of the Plan's liabilities related to the acquirer's
employees and the acquirer shall have all powers, duties and responsibilities of
an Employer under the separate plan. In such case, the Plan shall not be
terminated or discontinued in whole or in part as it applies to any successor
employer.
Alternatively, the Company may discontinue the Plan as to such acquired
employer or unit, in which case the allocable part of the Trust Fund shall be
segregated as provided above and applied as provided in Section 10.2, without
such discontinuance resulting in full vesting unless required by law.
SECTION 11.2 MERGER, SPINOFF AND TRANSFER
Neither the merger of any Employer with any other organization nor the
merger of the Plan with any other qualified plan shall, in and of itself, result
in the termination of the Plan or be deemed a termination of employment as
respect any Employee. However, the Plan may not be merged nor its assets
transferred to any other employee benefit plan unless:
(a) The benefit to which each Participant and beneficiary would be
entitled upon termination of the Plan immediately after such merger
will be equal to or greater than the benefit to which he would be
entitled if the Plan were to terminate immediately prior to such
merger, except as otherwise specified or allowed by applicable Federal
law or regulations;
(b) Resolutions of the Board respecting the Plan, and of any new or
successor Employer employing Participants, shall authorize such
transfer of assets; and
(c) Such other plan and trust are qualified under Sections 401(a) and
501(a) of the Code.
Subject to the foregoing, the Committee may, by written instructions to the
Trustee, transfer all or a portion of a Participant's Accounts under the Plan to
another plan or trust which satisfies the requirements of the Code relating to
qualified plans and trusts, provided such amount is otherwise payable to the
Participant or the Participant is no longer covered by the Plan.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.1 NONGUARANTEE OF EMPLOYMENT
Nothing contained in the Plan or in the forms issued pursuant to the Plan
shall be construed as a contract of employment or re-employment between a
Company or any Related Company and any employee, or as a right of any employee
to be continued in the employment of the Company or a Related Company or to be
rehired by the Company or a Related Company or as a limitation of the right of
the Company or a Related Company to discharge any of its employees.
SECTION 12.2 RIGHTS TO TRUST ASSETS
No Employee shall have any right to, or interest in, any assets of the
Trust Fund upon termination of his employment or otherwise, except as provided
from time to time under the Plan, and then only to the extent of the benefits
payable under the Plan to such Employee out of the assets of the Trust Fund.
Neither the Trustee, the Committee, the Company, nor any Related Company in
any way guarantees the Trust Fund from loss or depreciation nor does the Company
or a Related Company guarantee any payment to any person.
Except as otherwise provided by law and in the case of loans granted
pursuant to Section 5.1, no benefit, payment or distribution under the Plan
shall be subject either to the claim of any creditor of a Participant, spouse or
beneficiary, or to attachment, garnishment, levy (other than a Federal tax levy
under Section 6331 of the Code), execution or other legal or equitable process,
by any creditor of such person, and no such person shall have any right to
alienate, commute, anticipate or assign (either at law or equity) all or any
portion of any benefit, payment or distribution under the Plan, provided that
nothing contained herein shall prevent payments made pursuant to a qualified
domestic relations order as defined in Section 414(p) of the Code.
Notwithstanding anything herein to the contrary, to the extent permissible under
applicable law and authorized under any such qualified domestic relations order,
Plan benefits may be paid to an alternate payee thereunder prior to the earliest
date they could otherwise have been paid to the respective Participant.
The Trust Fund shall not in any manner be liable for or subject to the
debts, contracts, liabilities, engagements or torts of any person entitled to
benefits hereunder.
If any Participant's benefits are garnished or attached by order of any
court, or if any dispute arises as to the amount or proper recipient of any
amount payable to or on behalf of a Participant under the Plan, the Committee
may elect to bring an action for a declaratory judgment or instructions in a
court of competent jurisdiction to determine the proper amount or recipient of
the benefits to be paid by the Plan, or the Committee may direct the Trustee to
withhold such benefits until the matter has been resolved to the satisfaction of
the Committee. During the pendency of an action for a declaratory judgment, or
for instructions, any benefits that become payable may be paid into the court as
they become payable, to be distributed by the court as it may deem proper at the
close of said action.
SECTION 12.3 CORRECTION OF ERRORS
If an error in any Account or record is discovered which would result in
any Participant's Account being more or less than it would have been had the
error not been discovered or had the record been correct, the Committee and the
Trustee shall correct the error by adjusting, to the extent reasonable and
practicable, the Accounts or records, as the case may be. Any such correction
shall be conclusive and binding on all Participants.
ARTICLE XIII
GENERAL PROVISIONS
SECTION 13.1 CONSTRUCTION
In the construction of the Plan, the masculine shall include the feminine
and the singular the plural in all cases where such meaning would be
appropriate.
SECTION 13.2 CONTROLLING LAW
The laws of the Commonwealth of Massachusetts shall be the controlling
state law in all matters relating to the Plan and shall apply to the extent that
they are not preempted by the laws of the United States of America.
SECTION 13.3 EFFECT OF INVALIDITY OF PROVISION
If any provision of the Plan is held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof, and
the Plan shall be construed and enforced as if such provision had not been
included.
SECTION 13.4 EXECUTION -- NUMBER OF COPIES
The Plan may be executed in any number of counterparts, each of which shall
be deemed an original, and the counterparts shall constitute one and the same
instrument which shall be sufficiently evidenced by any one.
ARTICLE XIV
TOP-HEAVY PROVISIONS
For purposes of this Article XIV, the following words and phrases when used
herein shall have the following meanings, unless a different meaning is plainly
required by the context, and shall be in addition to any other words and phrases
defined elsewhere in the Plan:
SECTION 14.1 AGGREGATION GROUP
A group of plans that include each plan (regardless of whether the plan has
terminated) adopted by the Employer or a Related Employer:
(a) in which a Key Employee participates or participated, or
(b) that is included in the Aggregation Group for the purpose of enabling
a plan described in subsection (a), above, to meet the requirements of
Section 401(a) or 410 of the Code.
Notwithstanding the above requirements, an Aggregation Group also may
include, at the designation of the Employer, any plan adopted by the Employer or
a Related Employer which satisfies the requirements of Sections 401(a)(4) and
410 of the Code.
SECTION 14.2 DETERMINATION DATE
The last day of the preceding Plan Year.
SECTION 14.3 FORMER KEY EMPLOYEE
An individual who no longer satisfies the definition of a Key Employee and
also shall include a beneficiary of a Former Key Employee.
SECTION 14.4 KEY EMPLOYEE
Any Employee or former Employee who is a Key Employee under Section
416(i)(1) of the Code and also shall include the beneficiary of a Key Employee.
SECTION 14.5 MINIMUM CONTRIBUTION
The contribution determined under Section 14.12.
SECTION 14.6 NON-KEY EMPLOYEE
Any Employee who is not and never has been a Key Employee.
SECTION 14.7 SUPER TOP-HEAVY PLAN
The Top-Heavy Plan in the event the aggregate of the Accounts of Key
Employees exceeds ninety percent (90%) of the aggregate of the Accounts of all
Employees, excluding former Key Employees.
SECTION 14.8 TOP-HEAVY PLAN
The Plan in the event the aggregate of the Accounts of Key Employees
exceeds sixty percent of the aggregate of the Accounts for all Employees,
excluding former Key Employees. The "aggregate of the Accounts" shall include
each Plan distribution made during the current Plan Year and the four (4)
preceding Plan Years. However, a Plan distribution made after the Top-Heavy
Valuation Date and before the Determination Date of any such Plan Year shall not
be included as a Plan distribution in this Section 14.8 to the extent such
distribution is included in the aggregate of the Accounts as of such Top-Heavy
Valuation Date.
SECTION 14.9 TOP-HEAVY VALUATION DATE
The first day of each Plan Year and any other date deemed necessary by the
Committee.
SECTION 14.10 YEAR OF SERVICE
A Year of Service under Article I of the Plan.
SECTION 14.11 DETERMINATION OF TOP-HEAVINESS
The Committee shall determine or cause to be determined as of each
Determination Date whether the Plan is a Top-Heavy Plan. The determination will
be made pursuant to Section 416(g) of the Code and the regulations promulgated
thereunder, and shall take into account the required Aggregation Group and may
take into account the permissive Aggregation Group as defined in Section 14.1.
SECTION 14.12 MINIMUM CONTRIBUTION
Notwithstanding anything to the contrary contained herein, the Annual
Additions attributable to Employer contributions to the accounts of a Non-Key
Employee in a Plan Year in which the Plan is a Top-Heavy Plan shall not be less
than 3 percent of such Participant's compensation, defined as total taxable
compensation as reported on I.R.S. Form W-2, subject to the limitations set
forth below:
(a) The percentage contribution in this Section 14.12 shall not exceed the
percentage at which contributions are made in such Plan Year for the
Key Employee for whom the highest percentage contribution is made;
such contribution percentage to be determined by dividing the
contributions for the Key Employee by the amount of his compensation
not exceeding $200,000.
(b) For all purposes of the Top-Heavy Plan, a Participant's compensation
shall not exceed $200,000.
SECTION 14.13 PARTICIPATION IN DEFINED BENEFIT PLAN
In the event that a Participant of the Plan also participates in a defined
benefit plan of the company or Related Company during a Plan Year in which the
Plan is a Top-Heavy Plan or a Super Top-Heavy Plan, the limitations under
Article IV of the Plan shall apply, except that the denominators of the defined
benefit plan fraction and the defined contribution plan fraction under Section
415(e) of the Code shall be computed using 100% of the applicable dollar
limitation instead of 125%.
SCHEDULE B
"Protected Benefits" (as defined in section 1.411(d)-4 of the Treasury
Regulations) of former Participants in the Adams-Russell Electronics Company,
Inc. Savings and Stock Ownership Plan (as amended through December 27, 1989)(the
"Adams-Russell 401(k) Plan"), which must be preserved with respect to amounts in
Adams-Russell 401(k) Accounts after the merger of the Adams-Russell 401(k) Plan
with the MERIT Plan of Benefits:
1. Value of Plan Benefits. The value of each Participant's accrued
retirement or termination benefit (Adams-Russell 401(k) Plan 5.1)
immediately prior to the merger of the Adams-Russell 401(k) Plan and
the MERIT Plan of Benefits must be preserved.
2. Form and Timing of Benefits. The Adams-Russell 401(k) Plan's general
provisions as to the timing and method of benefit payments
(Adams-Russell 401(k) Plan 5.3, 8.1, 8.2, and 8.4) are protected
rights that must be preserved with respect to Adams-Russell 401(k)
Plan Accounts.
3. Death Benefits. The amount, form and timing of each Participant's
death benefit (Adams-Russell 401(k) Plan 6.1) immediately prior to the
merger of the Adams-Russell 401(k) Plan and the MERIT Plan of Benefits
also must be preserved.
4. Hardship Withdrawals. A former Participant in the Adams-Russell 401(k)
Plan may request in writing a withdrawal of all or part of his
Adams-Russell 401(k) Plan Account, under that Plan's general hardship
provision. (Adams-Russell 401(k) Plan 7.1.) The form and timing of
such hardship withdrawal payments (Adams-Russell 401(k) Plan 7.2) also
must be preserved.
5. Withdrawals at Age 591/2. A former Adams-Russell 401(k) Plan
Participant who has attained age 591/2 may elect to receive a payment
of the entire balance in his or her Adams-Russell 401(k) Plan Account
(Adams-Russell 401(k) Plan 5.2).
6. Withdrawals of After-Tax Contributions and Rolled Over and Transferred
Funds. Section 3.7 of the Adams-Russell 401(k) Plan provides for
withdrawal rights with respect to after-tax contributions. Section 3.9
(last two sentences) of the Adams-Russell 401(k) Plan contains a right
of withdrawal, upon appropriate notice to the plan administrator, of
any portion of a Participant's Rollover and Transferred Funds Account.
These withdrawal rights also are protected rights that must be
preserved with respect to Adams-Russell 401(k) Plan Accounts.
MERIT Plan of Benefits
M/A-COM, Inc.
1011 Pawtucket Boulevard
Lowell, Massachusetts 01853-3295
MERIT Plan of Benefits
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
Section 1.1 Account (or Accounts) 1
Section 1.2 Account Balance 1
Section 1.3 Annual Additions 1
Section 1.4 Approved Absence 1
Section 1.5 Board (or Board of Directors) 1
Section 1.6 Break in Service 1
Section 1.7 Code (or Internal Revenue Code) 1
Section 1.8 Committee 1
Section 1.9 Company 2
Section 1.10 Compensation Savings Agreements (or CSA) 2
Section 1.11 CSA Compensation 2
Section 1.12 Effective Date 2
Section 1.13 Eligible Employee 3
Section 1.14 Employee 3
Section 1.15 Employer 3
Section 1.16 Employer Matching Contributions 3
Section 1.17 Employment Commencement Date 3
Section 1.18 ERISA 3
Section 1.19 Fiduciary 3
Section 1.20 Highly Compensated Employee 3
Section 1.21 Hour of Service 5
Section 1.22 Ineligible Employee 6
Section 1.23 Participants 7
Section 1.24 Plan 7
Section 1.25 Plan Administrator 7
Section 1.26 Plan Year, Fiscal Year and Limitation Year 8
Section 1.27 Prior Plan 8
Section 1.28 Related Company 8
Section 1.29 Tax Deferral Contributions 8
Section 1.30 Trust Agreement 8
Section 1.31 Trust Fund (or Fund) 8
Section 1.32 Trustee 9
Section 1.33 Valuation Date 9
Section 1.34 Vanguard Funds 9
Section 1.35 Vested Account Balance 9
Section 1.36 Year of Service 9
ARTICLE II PARTICIPATION
Section 2.1 Eligibility 11
Section 2.2 Re-employment 11
Section 2.3 Change to Eligible Status 11
Section 2.4 Change to Ineligible Status 11
Section 2.5 Conditions to Participation 11
Section 2.6 Inclusion of Related Companies 12
Section 2.7 Corporate Reorganizations 12
Section 2.8 Withdrawal of Employers 12
ARTICLE III CONTRIBUTIONS
Section 3.1 Amounts Contributed through CSA Compensation Reduction 13
Section 3.2 Employer Matching Contributions 14
Section 3.3 Compensation Savings Agreements/Nondiscrimination Provisions 15
Section 3.4 Conditions Applicable to Employer Contributions 17
Section 3.5 Return of Contributions Under Certain Circumstances 17
Section 3.6 Funding Policy and Method 18
Section 3.7 Rollovers and Transfers 18
ARTICLE IV PARTICIPANTS' ACCOUNTS AND THE TRUST FUND
Section 4.1 Individual Accounts 20
Section 4.2 Investment of Plan Assets 21
Section 4.3 Allocation of Earnings and Losses 22
Section 4.4 Forfeitures 22
Section 4.5 Maximum Annual Additions 23
Section 4.6 Notice to Participants 23
ARTICLE V LOANS AND IN-SERVICE WITHDRAWALS
Section 5.1 Loans 24
Section 5.2 Withdrawals While Employed 25
ARTICLE VI BENEFITS
Section 6.1 Retirement Benefits 26
Section 6.2 Termination Benefits 26
Section 6.3 Years of Service 27
Section 6.4 Repayment of Distributed Benefits 27
Section 6.5 Death Benefits 27
ARTICLE VII BENEFIT DISTRIBUTIONS
Section 7.1 Form of Retirement or Death Payments 30
Section 7.2 Form of Termination Payments 30
Section 7.3 Withdrawal 31
Section 7.4 Elections as to Manner of Payment or Comme31ement Date
Section 7.5 Latest Commencement of Benefits 31
Section 7.6 Beneficiary Designation 32
Section 7.7 Mode of Payment 33
Section 7.8 Joint and Survivor Annuity; Life Annuity 33
Section 7.9 Availability of Direct Rollovers 34
ARTICLE VIII ADMINISTRATION
Section 8.1 Allocation of Responsibility Among Fiduciaries for
Administration 36
Section 8.2 Indemnification 36
Section 8.3 The Committee -- General 37
Section 8.4 Records and Reports 37
Section 8.5 Other Committee Powers and Duties 37
Section 8.6 Rules and Decisions 39
Section 8.7 Committee Procedures 39
Section 8.8 Authorization of Benefit Payments 39
Section 8.9 Application and Forms of Payment 39
Section 8.10 Facility of Payment 39
Section 8.11 Claims Procedure 40
Section 8.12 Appeal and Review Procedure 40
Section 8.13 Evidence 40
ARTICLE IX AMENDMENT, RIGHT TO DISCONTINUE CONTRIBUTIONS
Section 9.1 Right to Amend 41
Section 9.2 Discontinuance of Contributions 41
ARTICLE X PLAN TERMINATION
Section 10.1 Right to Terminate 42
Section 10.2 Termination 42
Section 10.3 Liquidation of the Trust Fund 42
Section 10.4 Manner of Distribution 42
ARTICLE XI SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS
Section 11.1 Successor Employer 43
Section 11.2 Merger, Spinoff and Transfer 43
ARTICLE XII MISCELLANEOUS PROVISIONS
Section 12.1 Nonguarantee of Employment 45
Section 12.2 Rights to Trust Assets 45
Section 12.3 Correction of Errors 46
ARTICLE XIII GENERAL PROVISIONS
Section 13.1 Construction 47
Section 13.2 Controlling Law 47
Section 13.3 Effect of Invalidity of Provision 47
Section 13.4 Execution -- Number of Copies 47
ARTICLE XIV TOP-HEAVY PROVISIONS
Section 14.1 Aggregation Group 48
Section 14.2 Determination Date 48
Section 14.3 Former Key Employee 48
Section 14.4 Key Employee 48
Section 14.5 Minimum Contribution 48
Section 14.6 Non-Key Employee 49
Section 14.7 Super Top-Heavy Plan 49
Section 14.8 Top-Heavy Plan 49
Section 14.9 Top-Heavy Valuation Date 49
Section 14.10 Year of Service 49
Section 14.11 Determination of Top-Heaviness 49
Section 14.12 Minimum Contribution 49
Section 14.13 Participation in Defined Benefit Plan 50
SCHEDULE A and SCHEDULE B After 50
Page 11
MERIT PLAN OF BENEFITS
AMENDMENT NO. 1
ADOPTED: December 31, 1995
WHEREAS M/A-COM, Inc. (then known as Microwave Associates, Inc. and
hereinafter referred to as the "Company") adopted and established, effective
August 1, 1959, a profit-sharing and retirement plan for the benefit of its
Employees. known as the Profit-Sharing and Retirement Plan for Employees of
Microwave Associates, Inc. (hereinafter referred to as the "Prior Plan'); and
WHEREAS, effective as of April 1, 1984, the Company amended and restated
the Prior Plan, as previously restated and amended, by establishing two separate
plans and a group trust under which each was funded, known as (i) the MERIT Plan
of Benefits, (ii) the Retirement Plan for Employees of M/A-COM, Inc., and (iii)
the MERIT Group Trust Agreement, respectively (such plans and trust being
collectively referred to as the M/A-COM Employees' Retirement Investment Trust
("MERIT"); and
WHEREAS the Company subsequently amended and restated said MERIT Plan of
Benefits, effective generally as of January 1, 1990, among other things to
effect a spinoff therefrom effective as of October 1, 1990 of a portion of the
Plan, such spinoff being named the MERIT Plan of Benefits; and
WHEREAS the Company adopted said MERIT Plan of Benefits on behalf of itself
and all Participating Related Employers therein, effective generally as of
October 1, 1990; and
WHEREAS the Company subsequently amended and restated said MERIT Plan of
Benefits, effective generally as of January 1, 1992, among other things to
comply with all provisions of the Tax Reform Act of 1986, the Unemployment
Compensation Amendments of 1992, the Omnibus Budget Reconciliation Act of 1993,
and all related legislation and regulations; and
WHEREAS Section 9.1 of said MERIT Plan of Benefits, as so amended and
restated, reserves to the Company the right, at any time and from time to time,
to amend said MERIT Plan of Benefits in whole or in part; and
WHEREAS the Company wishes to amend said MERIT Plan of Benefits, in order
to provide for a mechanism for correcting excess allocations to the Accounts of
Participants thereunder and to grant credit for service rendered by any
participant to AMP, Inc.;
NOW, THEREFORE, the Company hereby amends said MERIT Plan of Benefits, as
follows:
(1) Effective January 1, 1995, by adding at the end of Section 4.5 thereof the
following language:
"If the Annual Additions made to any Participant's Accounts for any Plan
Year should exceed the amount permitted under Section 415 as a result of a
reasonable error in determining the amount of Tax Deferral Contributions
that may be made on behalf of the Participant under the limits of Section
415, the Plan may (but is not required to) distribute to the Participant,
not later than the April 15 following the close of such Plan Year, the
Participant's Tax Deferral Contributions and the gains and income allocable
thereto, to the extent such distribution will reduce the amounts in the
Participant's Accounts that exceed said limits of Section 415. The
Committee shall establish such rules and regulations as it deems necessary
to carry out the effect of this provision, consistent with Section 415 and
the Regulations thereunder, including Treasury Regulations section
1.415-6(b)(6)(iv), which rules and regulations shall be applied uniformly
with respect to each Participant." and
(2) Effective July 1, 1995, by deleting from the end of Section 1.36(d) thereof
the word "and", and by adding before the final period in Section 1.36(e)
thereof, the following:
"; and
(f) an Employee shall be credited with Years of Service for all service
with AMP, Inc"
IN WITNESS WHEREOF, the Company has caused this instrument to be executed,
this 31st day of December, 1995.
M/A-COM, INC.
CORPORATE
SEAL
By: ________________________________
Richard Clark, President
ATTEST:
------------------------------
Its:
MERITAM1.DOC
MERIT PLAN OF BENEFITS
AMENDMENT NO. 2
ADOPTED: June 11, 1996
WHEREAS M/A-COM, Inc. (then known as Microwave Associates, Inc. and
hereinafter referred to as the "Company") adopted and established, effective
August 1, 1959, a profit-sharing and retirement plan for the benefit of its
Employees, known as the Profit-Sharing and Retirement Plan for Employees of
Microwave Associates, Inc. (hereinafter referred to as the "Prior Plan"); and
WHEREAS, effective as of April 1, 1984, the Company amended and restated
the Prior Plan, as previously restated and amended, by establishing two separate
plans and a group trust under which each was funded, known as (i) the MERIT Plan
of Benefits, (ii) the Retirement Plan for Employees of M/A-COM, Inc., and (iii)
the MERIT Group Trust Agreement, respectively (such plans and trust being
collectively referred to as the M/A-COM Employees' Retirement Investment Trust
("MERIT"); and
WHEREAS the Company subsequently amended and restated said MERIT Plan of
Benefits, effective generally as of January 1, 1990, among other things to
effect a spinoff therefrom effective as of October 1, 1990 of a portion of the
Plan, such spinoff being named the MERIT Plan of Benefits; and
WHEREAS the Company adopted said MERIT Plan of Benefits (hereinafter the
"Plan") on behalf of itself and all Participating Related Employers therein,
effective generally as of October 1, 1990; and
WHEREAS the Company subsequently amended and restated the Plan, by an
instrument dated December 23, 1994, effective generally as of January 1, 1992,
among other things to comply with all provisions of the Tax Reform Act of 1986,
the Unemployment Compensation Amendments of 1992, the Omnibus Budget
Reconciliation Act of 1993, and all related legislation and regulations; and
WHEREAS the Company subsequently amended the Plan, by an Amendment No. 1,
adopted December 31, 1995; and
WHEREAS Section 9.1 of the Plan, as so amended, reserves to the Company the
right, at any time and from time to time, to amend the Plan in whole or in part;
and
WHEREAS the Company wishes further to amend the Plan, among other things in
order to account for the merger of M/A-COM, Inc. with and into AMP, Inc., and
otherwise to improve the administrative efficiency of the Plan;
NOW, THEREFORE, the Company hereby amends the Plan, as follows:
(1) Effective July 1, 1995, by deleting in its entirety the text of Section 1.9
thereof
-3-
and by substituting in lieu thereof the following:
"'Company' means M/A-COM, Inc. In addition, whenever shares of stock of the
Company are referred to herein, `Company' shall mean M/A-COM, Inc. or any
corporation other than M/A-COM, Inc. that is a member of a controlled group
of corporations (as defined in section 414(b) of the Code) with M/A-COM,
Inc.; provided that `Company' shall not include any other such corporation
other than M/A-COM, Inc. prior to the date on which such corporation became
a member of such controlled group (as so defined).";
(2) Effective July 1, 1995, by deleting from Sections 1.34, 4.2, and 7.7
thereof the words "M/A-COM Stock Fund", and by substituting in lieu thereof
the words, "Company Stock Fund";
(3) Effective as variously specified therein, by deleting in its entirety
Section 2.1 thereof and by substituting in lieu thereof the following:
"Each Eligible Employee shall be entitled to participate in the Plan - (i)
effective prior to July 1, 1995, on the first day of any calendar quarter
coincident with or next following his completion of one (1) Year of
Service; (ii) effective July 1, 1995 but prior to July 1, 1996, on the
first day of the month coincident with or next following his completion of
one (1) Year of Service; and (iii) effective July 1, 1996, on the first day
of the month coincident with or next following the earlier of -- (A) his
completion of 500 Hours of Service within any consecutive six-month period,
or (B) his completion of one (1) Year of Service.";
(4) Effective July 1, 1996, by deleting from Section 2.2 thereof the words "any
calendar quarter", and by substituting in lieu thereof the words, "the
month";
(5) Effective July 1, 1995, by deleting in its entirety the text of Section 2.3
thereof and by substituting in lieu thereof the following:
"An Ineligible Employee who becomes an Eligible Employee shall be entitled
to Participate in the Plan as of the first day of the month coincident with
or next following the earlier of -- (A) his completion of 500 Hours of
Service within any consecutive six-month period, or (B) his completion of
one (1) Year of Service.";
(6) Effective as variously specified therein, by deleting Section 3.1(a)(2)
thereof and by substituting in lieu thereof the following:
"(2) A Participant may, by written instruction delivered to the Committee,
amend his Compensation Savings Agreement on a prospective basis - (i)
prior to July 1, 1995, as of any January 1; (ii) effective July 1,
1995, but prior to July 1, 1996, as of any January 1 or July 1; and
(iii) effective July 1, 1996, at any time, but not more than once,
during each calendar quarter.";
(7) Effective July 1, 1996, by deleting that portion of the second sentence of
Section 3.1(a)(3) thereof that follows the words "in advance of such date"
and precedes the final period thereof;
(8) Effective as of July 1, 1996, by deleting in its entirety the second
sentence of Section 3.7 thereof and by substituting in lieu thereof the
following:
"Subject to the approval of the Committee and pursuant to the Committee's
written direction, the Trustee may also accept with respect to a
Participant, or an Employee or former Employee of the Employer who is not a
Participant, after appropriate Internal Revenue Service prior approval (or
lack of disapproval after the expiration of the appropriate period
following proper notice to the Internal Revenue Service), if any, a
transfer of some or all of the assets of another plan or trust meeting the
requirements of the Code concerning qualified plans and trusts.";
(9) Effective July 1, 1996, by deleting from the first sentence of Section 4.2
thereof the words ", other than the M/A-COM Stock Fund,"; and
(10) Effective as of July 1, 1996, by adding, following the word "Participant"
in the third sentence of the second paragraph of Section 4.2 thereof, the
words, "(including a Participant who, after the exercise of all reasonable
efforts, cannot be located)";
(11) Effective July 1, 1996, by deleting from Section 7.7 thereof the words, "at
least 100 shares" and by substituting in lieu thereof the words, "at least
25 shares"; and
(12) Effective July 1, 1995, by deleting in its entirety the first sentence of
Section 8.3 thereof and by substituting in lieu thereof the following:
"The Plan shall be administered by a Committee consisting of at least three
(3) persons who shall be appointed by and serve at the pleasure of the
Board of Directors or the Chief Executive Officer (the "CEO") of the
Employer and who shall report from time to time to the CEO at his request."
IN WITNESS WHEREOF, the Company has caused this instrument to be executed,
this 11th day of June, 1996.
M/A-COM, INC.
CORPORATE
SEAL
By: ________________________________
ATTEST: Richard Clark, President
------------------------------
Its
mERITAM2.DOC
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: September 20, 1995 04-2090644
File Folder Number:
MA-COM INC 043003265
C/O CHARLES H. MORIN, JR., ESQ. Person to Contact:
C/O SKAPARS & MORIN ROBERT GOUIN
101 ARCH STREET Contact Telephone Number:
BOSTON, MA 02110-1119 (203) 258-2021
Plan Name:
MERIT PLAN OF BENEFITS
Plan Number: 008
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
December 23, 1994.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
At your request, this determination letter does not express an opinion, and
may not be relied on with respect to, whether the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations has been
satisfied.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satifies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
SKAPARS & MORIN
COUNSELLORS AT LAW
101 ARCH STREET
BOSTON, MASSACHUSETTS 02110-1119
FACSIMILE: 617/439-0933 TELEPHONE: 617/439-0929
JUNE 19, 1996
M/A-COM, Inc.
1011 Pawtucket Boulevard
Lowell, Massachusetts 01853-3295
Attention: Benefits Committee
Re: TAX QUALIFICATION AND ERISA COMPLIANCE OF MERIT PLAN OF BENEFITS
Ladies/Gentlemen:
You have asked for our opinion respecting the compliance of the MERIT Plan
of Benefits (the "MERIT Plan"), containing a cash or deferred arrangement under
section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"),
with the requirements of the Code and of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") that are applicable to the MERIT Plan. In
preparing this opinion, we have examined the 1994 Amendment and Restatement of
the MERIT Plan; the MERIT Plan of Benefits Trust Agreement between M/A-COM, Inc.
and Vanguard Fiduciary Trust Company (the "Trust Agreement"); Amendment No. 1 to
the MERIT Plan, adopted December 31, 1995; Amendment No. 2 to the MERIT Plan,
adopted June 11, 1996; Amendment No. 1 to the Trust Agreement, adopted December
20, 1991; Amendment No. 1 [erroneously numbered] to the Trust Agreement, adopted
December 24, 1993; Amendment No. 3 to the Trust Agreement, adopted June 11,
1996; and the most recent favorable determination from the Internal Revenue
Service regarding the qualification of the MERIT Plan, dated September 20, 1995.
The September 20, 1995 determination letter ruled favorably on the
qualification of the MERIT Plan, as then reflected in the 1994 Amendment and
Restatement of the MERIT Plan. Amendment No. 1 to the 1994 Amendment and
Restatement of the MERIT Plan added a provision permitting corrective
distributions of contributions to the MERIT Plan that are determined to exceed
the limitations of section 415 of the Code, and a provision giving credit under
the MERIT Plan for all hours of service with AMP Incorporated. Amendment No. 2
to the 1994 Amendment Restatement of the
SKAPARS & MORIN
M/A-COM, Inc.
Attention: Benefits Committee
June 19, 1996
Page 2
MERIT Plan made various amendments to the Plan's eligibility requirements,
timing of entry and reentry into the Plan, and employee contribution and
investment options and procedures; and revised certain sections of the MERIT
Plan to reflect the acquisition of M/A-COM, Inc. by AMP Incorporated. Amendment
No. 3 to the Trust Agreement conformed the language of the Trust Agreement to
that of the MERIT Plan as regards investments in "Company Stock."
Complete assurance that the MERIT Plan and the trust created under the
Trust Agreement to give it effect (together the "Plan/Trust") complies in form
with the requirements for qualification under the Internal Revenue Code can only
be obtained by means of a determination letter from the Internal Revenue
Service, and no assurance can be given that the Internal Revenue Service or the
U. S. Department of Labor might not take a contrary position as to the tax
qualification and ERISA compliance of the Plan/Trust. Nevertheless, we are of
the opinion that, as of the date hereof, the Plan/Trust, as amended as described
above, complies in form with all applicable requirements for qualification under
the Code and with all provisions of ERISA that apply to the Plan/Trust.
Very truly yours,
SKAPARS & MORIN
/s/ Charles H. Morin, Jr.
By:_____________________________
Charles H. Morin, Jr.
cc: David Henschel, Esquire
AMP Incorporated
EXHIBIT 23.A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AMP Incorporated:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 16,
1996 included or incorporated by reference in AMP Incorporated's Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
June 25, 1996
