Nll/secmtrs/10k00exhodmedpln
Exhibit 10.12
PLAN DOCUMENT
FOR
NATIONAL SEMICONDUCTOR CORPORATION
RETIRED OFFICERS & DIRECTORS HEALTH PLAN
EIN #95-2095071
ERISA PLAN #502
EFFECTIVE JULY 19, 1983
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TABLE OF CONTENTS
Page
Section I. Purpose....................................................1
Section II. Definitions and Construction...............................2
Section III. Eligibility, Participation and Election Procedures.........5
Section IV. Contributions..............................................6
Section V. Funding Policy.............................................7
Section VI. Benefits...................................................8
Section VII. Claim Procedures...........................................9
Section VIII. Continuation of Coverage..................................10
Section IX. Administration............................................11
Section X. Amendments & Terminations.................................13
Section XI. Miscellaneous.............................................14
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SECTION I. PURPOSE
National Semiconductor Corporation has established over a period of time
several welfare benefit plans for the exclusive benefit of its employees and
their dependents. The purpose of this document is to set forth, or incorporate
by reference, in one document all of these welfare benefits to which the subject
eligible retired Officers and Directors of National Semiconductor Corporation
are legally entitled. The Company intends that these plans be consolidated into
this written instrument entitled the National Semiconductor Corporation Welfare
Benefit Plan. This Plan is intended to conform to the requirements of the
Employee Retirement Income Security Act of 1974 (ERISA). It is also the intent
of the Company that any benefits provided under this Plan be eligible for
exclusion from the employee's gross income for federal, Social Security, and
where permissible, state and local income tax purposes, under Sections 79, 105,
and 106 of the Code.
SECTION II. DEFINITIONS AND CONSTRUCTION
2.1 Administrator. The Administrator is the person(s) appointed pursuant
to Section IX below to control and manage the operations and
administration of the Plan and carry out its provisions for purposes
of the Employee Retirement Income Security Act of 1974 (ERISA). Except
as may be provided in any Plan listed in Section 2.14 below and
incorporated herein by reference, the Administrator also shall be the
named fiduciary (within the meaning of ERISA) under the plan.
2.2 Administrative Agent. An Administrative Agent is appointed by the
Administrator to assist in certain aspects of the administrative
duties and functions.
2.3 Code. Code means the Internal Revenue Code of 1986, as now in effect
or as it may be amended hereafter, and includes any regulations or
rulings issued thereunder.
2.4 Company. Company means National Semiconductor Corporation and any
designated companies within the Company's controlled group.
2.5 Contract. Contract means an agreement with any insurer listed in
Section 2.14 below and incorporated herein by reference.
2.6 Contribution. The amount payable by the Company or the amount payable
by the Participant for participation under the Plan.
2.7 Coverage. Coverage means the benefits provided according to the
provisions of the Contract(s) listed under Section 2.14 below and
incorporated herein by reference.
2.8 Dependent. Dependent means a Retired Officer or Director's dependents
who are eligible for coverage according to the terms of the contract
applicable to that retiree.
2.9 Effective Date. The Effective Date of this document is July 19, 1983.
2.10 Eligible Retired Officer or Director. An eligible retired Officer or
Director is a retiree who is eligible to participate under the plan
according to the contracts referenced under Section 2.14 below and
incorporated herein by reference.
2.11 Fiduciary. The named Fiduciary is the plan Administrator as set forth
under Section 2.1.
2.12 Insurer. Insurer means the insurer designated under Section 2.14 below
with which the Company has entered in a Contract.
2.13 Participant. A Participant is an eligible retired Officer or Director
who has become a participant as provided under Section III.
2.14 Plan. The Plan means the National Semiconductor Corporation Retired
Officers and Directors Health Plan established to provide welfare
benefits for the retired Officers and Directors of the Company and
their Dependents according to the provisions of the Contracts listed
below as they may be amended from time to time.
Insurance Company Contract # Coverage Effective Date
A. Prudential Ins. G-95678 Medical 6/1/81
Co. of America 94230-8 Stop Loss 6/1/81
94230-D Dental 6/1/81
2.15 Plan Year. Plan Year means a twelve consecutive month period that
begins on June 1 and ends on every May 31 thereafter.
2.16 Similarly Situated Beneficiary. In the case of any former Participant
or former Dependent who has a qualifying event within the meaning of
Section 162(k) of the Code, an individual who has the same coverage
options under the Plan that the former Participant or former Dependent
would have had if the qualifying event had not occurred is a Similarly
Situated Beneficiary; provided that for purposes of determining
charges for continuation coverage under Section VIII below, a former
spouse of an eligible retired Officer or Director whose coverage
terminates by reason of divorce or legal separation, or death of the
retired Officer or Director shall be treated as similarly situated to
an unmarried individual, a former dependent child whose coverage
terminates because he ceases to be a Dependent shall be treated as
similarly situated to an unmarried individual, and other
determinations of similar status shall be made by the Company in good
faith and in a manner not inconsistent with applicable law or
regulations requiring continued coverage for beneficiaries of the
Plan.
2.17 Gender and Number. In construction of the Plan, reference to any
gender shall include the masculine, feminine and neuter genders, the
plural shall include the singular and the singular shall include the
plural whenever appropriate.
2.18 Construction. The terms of the Plan shall be constructed under the
laws of California, except to the extent such laws are preempted by
federal law.
SECTION III. ELIGIBILITY, PARTICIPATION AND ELECTION PROCEDURES
3.1 Eligibility. Members of the Board of Directors of the Company, the
President of the Company, and Officers at the Vice President or higher
level reporting directly to the President (whether appointed by the
Board or otherwise appointed) who retire directly from the Company
after July 19, 1983 and do not become affiliated with any business in
competition with the Company will be eligible provided they meet the
age and service requirements of the Plan. From and after April 24,
1992, Members of the Board of Directors or Directors of the Company,
the President of the Company, and Officers at the Vice President or
higher level appointed by the Board, who retire directly from the
Company after April 24, 1992 and do not become affiliated with any
business in competition with the Company and who meet the age and
service requirements are eligible to participate in the plan provided
they meet the age and service requirements of the Plan.
3.2 Age and Service Requirements. An eligible Officer or Director may
participate in the Plan provided that he retires when:
A. He has reached age 65;
B. He has reached age 55 and the sum of his age plus years of service
with the Company equals at least 65; or
C. Provided he has the written consent of the President of the Company
Company, he has reached age 50 and the sum of his age plus years of
of service with the Company equals at least 65.
Dependent eligibility will be dictated by the provisions of the Company
indemnity medical/dental plan.
3.3 Termination of Coverage. Coverage for eligible retired Officers or
Directors will continue until the first of the following events:
A. 60 days following the last day of the month which required plan
contributions were not received; or
B. Death.
Coverage for eligible dependents will cease when the retired Officer or
Director's coverage ceases.
SECTION IV. CONTRIBUTIONS
4.1 Contributions. Contributions shall be made by the Company and the
Participants in accordance with Section IV and shall be paid to the
Insurer(s) or HMO(s) in accordance with the provisions of the
application Contract(s) listed in Section 2.14.
4.2 Contribution Schedule. The amount of contributions necessary shall be
billed by the Company in accordance with the Participant's Election of
Coverage on a semi-annual basis. These amounts are subject to change
from time to time at the Company's discretion and any changes will be
communicated to the Employees during each Open Enrollment Period. The
Contribution Schedule is available from the Plan Administrator at any
time during normal Company working hours.
SECTION V. FUNDING POLICY
5.1 The Company's policies in funding the Plan are provided in the
contracts referenced in Section 2.14 above and incorporated herein by
reference. A separate fund or trust may (but need not) be established
by the Company as necessary to hold any Company or Participant
contributions hereunder. The Company reserves the right to change from
time to time the funding policy for the Plan.
SECTION VI. BENEFITS
6.1 Benefits. From the Effective Date of the Plan until amended or
terminated in accordance with Section X below, benefits will be
provided for under the contracts listed in Section 2.14 and
incorporated herein by reference.
6.2 Nondiscriminatory Benefits. The Plan is intended not to discriminate
in favor of Highly Compensated Employees (as that term is defined in
the Code) as to eligibility to participate, Contributions and/or
benefits, and to comply in this respect with the requirements of the
Code. If in judgment of the Plan Administrator, the operation of the
Plan in any Plan Year results in such discrimination, then such Plan
Administrator shall either amend the Plan affecting the Highly
Compensated Employees or impute income to such Highly Compensated
Employees, all as shall be necessary to assure that, in the judgment
of the Plan Administrator, the Plan does not discriminate.
SECTION VII. CLAIMS PROCEDURES
7.1 Filing a Claim. Claims are to be submitted to the Insurer in
accordance with the procedures outlined in the applicable contract
listed in Section 2.14 above and incorporated herein by reference. A
claimant may be required to submit whatever proof of loss the Insurer
may require. All claims will be responded to within ninety (90) days
of receipt unless special circumstances warrant a ninety (90) day
extension. The Claimant will be notified of an extension during the
first ninety (90) day period.
7.2 Denial of Claim. If any such claim is denied in whole or in part, the
claimant shall be provided promptly with written notice setting forth
in a manner calculated to be understood by the claimant:
A. A specific reason or reasons for denial;
B. Specific reference to pertinent Plan or contract provisions upon
which the denial is based;
C. A description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why
such material or information is necessary; and
D. An explanation of the Plan's Claim Review Procedures set forth in
Section 7.3 below.
7.3 Claim Review Procedures. Within sixty (60) days after denial of any
claim filed under this Plan, the claimant may request, in writing from
the Insurer, a review of the denial. Any claimant seeking review
hereunder is entitled to examine all pertinent documents and to submit
issues and comments in writing. Upon receipt of request for review,
the Insurer must respond within sixty (60) days unless special
circumstances require an extension of time to one hundred twenty (120)
days after receipt of request for review. The decision on review shall
be in writing and shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, and
specific references to pertinent Plan and contract provisions on which
the decision is based.
SECTION VIII. CONTINUATION OF COVERAGE
8.1 Continuation of Coverage. If a qualifying event within the meaning of
Section 162(k) of the Code occurs with respect to any Participant or
Dependent and, in the case of legal separation or divorce, death of
retired Officer or Director, or a dependent child's ceasing to be a
Dependent, such former Participant or dependent furnishes the Company
with notice of the qualifying event within the time prescribed by the
Company for doing so, he shall be entitled to continue Coverage of the
type available to a Similarly Situated Beneficiary under the Plan. An
election to continue Coverage shall be made on forms provided by the
Company or an Administrative Agent thereof, in the manner prescribed
by the Company or such Administrative Agent.
8.2 Waiver of Election and Revocation of Waiver. If a former Participant
or Dependent who is entitled to elect to continue coverage under
Section 8.1 above waives such election, but subsequently, within the
election period for such coverage, as dictated by Section 162(k),
revokes the waiver and elects to continue coverage, such election to
continue coverage shall be effective on a retrospective basis from the
date of the qualifying event.
8.3 Similarly Situated Beneficiary. Notwithstanding any provision in this
Plan to the contrary, a former Participant or Dependent of a
Participant who elects to continue Coverage under this Section VIII,
shall be eligible to change such Coverage in the same manner and at
the same time as an individual who is a Similarly Situated Beneficiary
with respect to the Participant.
8.4 Cost of Continuation Coverage. A former Participant or Dependent who
elects to continue Coverage under this Section VIII shall be charged
for the Coverage 102% of the cost of such coverage to the Plan.
SECTION IX. ADMINISTRATION
9.1 Administrator. The Company may appoint one or more Employees who shall
have the authority and responsibility to take any reasonable actions
necessary to control and manage operation of the Plan under the rules
applied on a uniform and nondiscriminatory basis to all Participants.
However, any action by the Company assigning any of its
responsibilities to specific employees as Administrative Agents shall
not constitute delegation of the Administrator's responsibility but
rather shall be treated as the manner in which the Company has
determined internally to discharge such responsibility.
9.2 Administrative Duties. The authority and responsibility to control and
manage operations of the Plan includes but is not limited to (1)
determination of eligibility; (2) preparation and filing of all
reports required to be filed with any agency of the government; (3)
compliance with all disclosure requirements imposed by law; and (4)
maintenance of all books of accounts, records and all other data as
may be necessary for proper administration of the Plan.
9.3 Rules of Administration. The Company shall adopt such rules for
administration of the Plan as it considers desirable provided they do
not conflict with the Plan or applicable law and may construe the
Plan, correct defects, supply omissions to effectuate the Plan and,
subject to Section VII above, such action shall be conclusive. Records
of administration of the Plan shall be kept and Retired Officers and
Directors may examine records pertaining directly to them.
9.4 Liability and Responsibility of Administrator. The Administrator shall
be fully protected in respect to any action taken or suffered by them
in good faith, in reliance upon the advice of his advisors. To the
extent permitted by law, the Company shall indemnify the Administrator
against any liability or loss sustained by reason of any act or
failure to act in such capacity as Administrator, if such act or
failure does not involve willful misconduct. Such indemnification
includes attorney's fees and other costs and expenses reasonably
incurred in defense of any action brought against such Administrator
by reason of any such act or failure to act. No bond or other security
shall be required of any Administrator or Administrative Agent, unless
the individual handles funds or other property of the Plan.
9.5 Liability of the Company. Neither the Company nor any of its employees
shall be liable for any loss due to its error or omission in
administration of the Plan unless the loss is due to the failure of
the Company or such employee to exercise the care, skill, prudence and
diligence under the circumstances then prevailing that a person acting
in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
9.6 Indemnification of Administrator and Administrative Agents. The
Company shall indemnify each Officer, Director or employee of the
Company for all expenses (other than amounts paid in settlement to
which the Company does not consent) reasonably incurred by him in
connection with any action to which he may be party by reason of this
performance of administration functions and duties under the Plan,
except in relation to matters as to which he shall be adjudged in such
action to be personally guilty of willful misconduct in the
performance of his duties. The foregoing rights to indemnification
shall be in addition to such other rights as the individual may enjoy
as a matter of law or by reason of insurance coverage of any kind.
Rights granted hereunder shall be in addition to and not in lieu of
any rights to indemnification to which the individual may be entitled
pursuant to the Company's By-laws.
9.7 Limited Discretionary Authority. Notwithstanding anything in the Plan
to the contrary, and to the extent permitted by applicable law, the
Plan Administrator shall have due discretionary authority to determine
whether the criteria set forth in this Plan, including the criteria
for eligibility and for benefits, have been established.
SECTION X. AMENDMENTS AND TERMINATION
10.1 Although termination of the Plan is not anticipated by the Company as
of the Effective Date, the Company necessarily reserves the right to
amend or terminate the Plan at any time; provided, however, that such
amendment or termination shall not affect either the Company's
obligation to pay all accrued benefits under the Plan or the right of
any Participant to file claims for payment or reimbursement of covered
expenses, to the extent that such amounts were payable prior to such
amendment or termination under the terms of the Plan.
SECTION XI. MISCELLANEOUS
11.1 No Personal Liability. Nothing contained herein shall impose on any
Officers or Directors of the Company any personal liability for any
benefits due a Participant or Dependent pursuant to the Plan.
11.2 Additional Procedures. Any rules, regulations, or procedures that may
be necessary for the proper administration of functioning of the Plan
that are not covered herein shall be promulgated and adopted by the
Plan Administrator.
11.3 Severability. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect
any other provision and this Plan shall be construed and enforced as
if such provisions had not been included.
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In Witness, whereof, the Company has caused this document to be executed
effective as of July 19, 1983.
By: //s// John M. Clark III Date: June 5, 1995
Title: Senior Vice President
