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EXHIBIT 10.25
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BRADY CORPORATION RESTORATION PLAN
EFFECTIVE JANUARY 1, 2000
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TABLE OF CONTENTS
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ARTICLE I INTRODUCTION....................................................................................1
1.1 Establishment and Effective Date................................................................1
1.2 Purpose.........................................................................................1
ARTICLE II DEFINITIONS.....................................................................................2
2.1 Account.........................................................................................2
2.2 Affiliate.......................................................................................2
2.3 Beneficiary.....................................................................................2
2.4 Board...........................................................................................2
2.5 Code............................................................................................2
2.6 Committee.......................................................................................2
2.7 Compensation....................................................................................2
2.8 Elective Deferral...............................................................................2
2.9 Elective Deferral Account.......................................................................2
2.10 Eligible Employee...............................................................................2
2.11 Employee .......................................................................................2
2.12 Employer........................................................................................2
2.13 Employer Contribution...........................................................................3
2.14 Employer Contribution Account...................................................................3
2.15 Matching Contribution...........................................................................3
2.16 Matching Contribution Account...................................................................3
2.17 Participant.....................................................................................3
2.18 Plan............................................................................................3
2.19 Plan Year.......................................................................................3
2.20 Qualified 401(k) Plan ..........................................................................3
ARTICLE III PARTICIPATION...................................................................................4
3.1 Eligibility to Participate......................................................................4
3.2 Continuation of Eligibility.....................................................................4
ARTICLE IV DEFERRALS.......................................................................................5
4.1 Elective Deferrals..............................................................................5
4.2 Elective Deferral Elections.....................................................................5
4.3 Matching Contribution...........................................................................6
4.4 Employer Contribution ..........................................................................6
ARTICLE V ACCOUNTS AND CREDITS............................................................................7
5.1 Credits to Accounts.............................................................................7
5.2 No Funding......................................................................................7
5.3 Deemed Investment of Accounts...................................................................8
5.4 Reports to Participants.........................................................................8
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ARTICLE VI VESTING.........................................................................................9
ARTICLE VII PAYMENT OF ACCOUNTS............................................................................10
7.1 Termination of Employment......................................................................10
7.2 Death..........................................................................................10
7.3 Financial Hardship.............................................................................10
7.4 Change in Law..................................................................................11
ARTICLE VIII PLAN OPERATION AND ADMINISTRATION..............................................................12
8.1 Administrator..................................................................................12
8.2 Committee......................................................................................12
8.3 Authority to Act...............................................................................12
8.4 Information from Participants..................................................................12
8.5 Committee Discretion...........................................................................12
8.6 Committee Members' Conflict of Interest........................................................13
8.7 Governing Law..................................................................................13
8.8 Expenses.......................................................................................13
8.9 Minor or Incompetent Payees....................................................................13
8.10 Withholding....................................................................................13
8.11 Indemnification................................................................................14
ARTICLE IX CLAIMS PROCEDURE...............................................................................15
9.1 Claims.........................................................................................15
9.2 Review Procedure...............................................................................15
ARTICLE X AMENDMENT AND TERMINATION......................................................................16
ARTICLE XI MISCELLANEOUS PROVISIONS.......................................................................17
11.1 Headings.......................................................................................17
11.2 Plan Not Contract of Employment................................................................17
11.3 Rights of Participants and Beneficiaries.......................................................17
11.4 Nonalienation of Benefits......................................................................17
11.5 Tax Treatment..................................................................................17
11.6 Other Plans and Agreements.....................................................................18
11.7 Number and Gender..............................................................................18
11.8 Plan Provisions Controlling....................................................................18
11.9 Severability...................................................................................18
11.10 Evidence Conclusive............................................................................18
11.11 Status of Plan Under ERISA.....................................................................19
11.12 Name and Address Changes......................................................................19
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ARTICLE I
INTRODUCTION
1.1 ESTABLISHMENT AND EFFECTIVE DATE
Brady Corporation hereby establishes the Brady Corporation Restoration
Plan effective as of January 1, 2000.
1.2 PURPOSE
The Plan is intended to restore to key management employees of Brady
and its affiliates income deferral opportunities and employer
contributions they would have had under the Company's tax qualified
Brady Gold and Money Purchase Plans but for the limitations of the
Internal Revenue Code of 1986, as amended.
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ARTICLE II
DEFINITIONS
The following terms, when used in the Plan with initial capital letters, shall
have the meaning given to them in this Article.
2.1 ACCOUNT shall mean Elective Deferral Account, Matching Contribution
Account and Employer Contribution Account.
2.2 AFFILIATE shall mean each incorporated or unincorporated trade or
business in which Brady Corporation directly or indirectly owns, as
applicable, eighty percent (80%) of the voting stock or eighty percent
(80%) of the capital or profits interest.
2.3 BENEFICIARY shall mean the person designated by a Participant in
accordance with Section 7.2 to receive any amounts payable pursuant to
the Plan in the event of his death.
2.4 BOARD shall mean the Board of Directors of Brady Corporation.
2.5 CODE shall mean the Internal Revenue Code of 1986, as amended, and any
regulations issued thereunder.
2.6 COMMITTEE shall mean the Compensation Committee of the Board.
2.7 COMPENSATION shall mean the total compensation payable to a Participant
by the Employer for any period (prior to elective deferrals under this
Plan or any other plan or deferral agreement) required to be reported
as wages on the Employee's Form W-2 for income tax purposes, but
reduced by all of the following items (even if includable in gross
income): reimbursements or other expense allowances, fringe benefits
(cash and non-cash), moving expenses and welfare benefits.
2.8 ELECTIVE DEFERRAL shall mean the portion of a Participant's
Compensation that is reduced and credited to his Elective Deferral
Account pursuant to his election under Section 4.1.
2.9 ELECTIVE DEFERRAL ACCOUNT shall mean the Account maintained under the
Plan to record a Participant's interest under the Plan attributable to
his Elective Deferrals.
2.10 ELIGIBLE EMPLOYEE shall mean an Employee eligible under Sections 3.1
and 3.2.
2.11 EMPLOYEE shall mean an employee of the Employer.
2.12 EMPLOYER shall mean Brady Corporation and any Affiliate that adopts the
Plan with the approval of the Board.
2.13 EMPLOYER CONTRIBUTION shall mean the amount credited to a Participant
pursuant to Section 4.4.
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2.14 EMPLOYER CONTRIBUTION ACCOUNT shall mean the Account maintained under
the Plan to record a Participant's interest under the Plan attributable
to Employer Contributions on his behalf.
2.15 MATCHING CONTRIBUTION shall mean the amount credited to a Participant
pursuant to Section 4.3.
2.16 MATCHING CONTRIBUTION ACCOUNT shall mean the Account maintained under
the Plan to record a Participant's interest under the Plan attributable
to Matching Contributions on his behalf.
2.17 PARTICIPANT shall mean (i) an Eligible Employee under Section 3.1 or
(ii) a former Eligible Employee who has an Account under the Plan.
2.18 PLAN shall mean the Brady Corporation Restoration Plan, as set forth in
this document, as the same may be amended or restated from time to
time.
2.19 PLAN YEAR shall mean the calendar year.
2.20 QUALIFIED 401(K) PLAN shall mean the Brady Gold Plan (or any successor
plan thereto qualified under Code ss.ss. 401(a) and 401(k)).
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ARTICLE III
PARTICIPATION
3.1 ELIGIBILITY TO PARTICIPATE
An Employee shall be eligible to elect deferrals and receive
Employer contributions in accordance with the provisions of
Article IV during any Plan Year in which the Employee is
reasonably anticipated to earn compensation from the Employer
in excess of the limit described in Code Section 401(a)(17).
3.2 CONTINUATION OF ELIGIBILITY
(a) An Employee shall continue to be eligible to elect deferrals
and receive Employer contributions in accordance with the
provisions of Article IV only for so long as he continues in
employment with the Employer and satisfies the requirements of
Section 3.1.
(b) An individual who terminates employment with the Employer
shall cease to be eligible and shall again be eligible to
elect deferrals and receive Employer contributions in
accordance with the provisions of Article IV only in
accordance with Section 3.1.
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ARTICLE IV
DEFERRALS
4.1 ELECTIVE DEFERRALS
(a) An Eligible Employee may elect an Elective Deferral of up to
four percent (4%) of his Compensation for a Plan Year.
(b) An Eligible Employee's Elective Deferral election under
subsection (a) of this Section shall apply to and reduce the
portion of his Compensation earned during a Plan Year after
the date the Compensation he has earned during the Plan Year
equals the limit in Code Section 401(a)(17) for such Plan
Year.
4.2 ELECTIVE DEFERRAL ELECTIONS
(a) An Eligible Employee's Elective Deferral election under
Section 4.1 shall (i) if made within the thirty (30) day
period following the date he is first eligible to participate
or reparticipate in the Plan, be effective on the date the
election is received by the Employer, and (ii) if not made
within said thirty (30) day period, be effective on the
January 1 following the date the election is received by the
Employer, or its designee.
(b) Once effective, an Eligible Employee's election or elections
under subsection (a) of this Section shall continue in effect
(notwithstanding any change in his Compensation) until changed
or revoked by him or otherwise revoked under this Section.
(c) An Eligible Employee may change or revoke his election under
subsection (a) of this Section each January 1. Any such change
or revocation must be received by the Employer, or its
designee, before the January 1 it is to be effective.
(d) If an Eligible Employee participates in a 401(k) plan (i.e., a
qualified cash or deferred arrangement) of the Employer (or
any affiliate treated under the Code as a single employer with
the Employer for purposes of the 401(k) plan) and receives a
withdrawal of his elective contributions thereunder on account
of financial hardship prior to his attainment of age
fifty-nine and one-half (59 1/2) under the deemed distribution
rule of I.T. Reg.ss. 1.401(k)-1(d)(2)(iv)(B) (or its
successor), his election under Section 4.1 shall be revoked
automatically (effective on the date such hardship withdrawal
is made or as soon as practicable thereafter). In addition,
such Eligible Employee shall not be eligible to have another
election effect for a twelve (12) month suspension period that
begins on the first day of the calendar month following the
date the hardship withdrawal is made. Such Eligible Employee
may make another election effective for any January 1
following the end of such suspension period, if then still
eligible to do so.
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(e) An Eligible Employee's election under Section 4.1 shall be
revoked automatically upon the termination of his employment
with the Employer (and the Eligible Employee shall cease to be
an Eligible Employee).
(f) All elections and revocations made by an Eligible Employee
under this Section shall be made in accordance with procedures
prescribed by the Committee, and all elections and revocations
under this Section shall be effective with the payroll period
beginning with or next following the effective date of the
election or revocation.
4.3 MATCHING CONTRIBUTION
An Eligible Employee who elects an Elective Deferral for a Plan Year
shall be credited with a Matching Contribution for the Plan Year in an
amount equal to the amount of the Elective Deferral made on the
Eligible Employee's behalf for the Plan Year.
4.4 EMPLOYER CONTRIBUTION
An Eligible Employee shall be credited with an Employer Contribution
for a Plan Year in an amount equal to 4% of the amount by which the
Eligible Employee's Compensation exceeds the limit in Code Section
401(a)(17) for the Plan Year; provided the Eligible Employee remains in
the Employer's employ on the last day of such Plan Year.
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ARTICLE V
ACCOUNTS AND CREDITS
5.1 CREDITS TO ACCOUNTS
(a) An amount equal to the amount by which a Participant's
Compensation has been reduced pursuant to his elective
deferral election under Section 4.1 shall be credited to his
Elective Deferral Account.
(b) Matching Contributions on a Participant's behalf shall be
credited to his Matching Contribution Account.
(c) Employer Contributions on a Participant's behalf shall be
credited to his Employer Contribution Account.
(d) Said credits shall be made at times established by the
Committee but no later than as of the last day of the Plan
Year to which they relate.
(e) Each Account shall also be credited or charged with deemed
earnings and losses as if it were invested in accordance with
Section 5.3.
5.2 NO FUNDING
(a) The right of any individual to receive payment under the
provisions of this Plan shall be an unsecured claim against
the general assets of the Employer, and no provisions
contained in this Plan, nor any action taken pursuant to this
Plan, shall be construed to give any individual at any time a
security interest in any asset of the Employer, of any
affiliated company, or of the stockholders of the Employer.
The liabilities of the Employer to any individual pursuant to
this Plan shall be those of a debtor pursuant to such
contractual obligations as are created by this Plan and to the
extent any person acquires a right to receive payment from the
Employer under this Plan, such right shall be no greater than
the right of any unsecured general creditor of the Employer.
(b) The Employer may establish a grantor trust (but shall not be
required to do so) to which shall be contributed (subject to
the claims of the general creditors of the Employer) the
amounts credited to the Accounts. If a grantor trust is so
established, except as specifically provided otherwise by the
terms of the trust agreement for the trust, payment by the
trust of the amounts due to a Participant or his Beneficiary
under the Plan shall be considered a payment by the Employer
for purposes of the Plan.
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5.3 DEEMED INVESTMENT OF ACCOUNTS
(a) The Committee shall select one or more investment funds for
the deemed investment of Accounts. However, in no event shall
the Employer be required to make any such investment in the
investment funds, and to the extent such investments are made,
such investments shall remain an asset of the Employer subject
to the claims of its general creditors.
(b) On the date credited to the respective Account, a
Participant's Elective Deferrals, Matching Contributions and
Employer Contributions shall be deemed to be invested in one
or more of the investment funds designated by the Participant
for such deemed investment. Once made, the Participant's
investment designation shall continue in effect for all future
Elective Deferrals, Matching Contributions and Employer
Contributions until changed by the Participant. Any such
change may be elected by the Participant at the times
established by the Committee, which shall be no less
frequently than quarterly, and shall be effective only for
Elective Deferrals, Matching Contributions and Employer
Contributions credited from and after its effective date.
(c) A Participant may elect to reallocate the balance of his
Accounts deemed to be invested in the investment funds under
this Section at the times established by the Committee, which
shall be no less frequently quarterly.
(d) All elections and designations under this Section shall be
made in accordance with procedures prescribed by the
Committee. The Committee may prescribe uniform percentages for
such elections and designations.
5.4 REPORTS TO PARTICIPANTS
The Employer shall provide annual reports to each Participant showing
(a) the value of the Account as of the most recent December 31st (b)
the amount of contributions made by the Employer for the year ending on
such date and (c) the amount of any interest, earnings or investment
gain or loss credited or debited to the Participant's Account.
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ARTICLE VI
VESTING
A Participant shall be fully vested and nonforfeitable at all times in
all of his Accounts herein.
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ARTICLE VII
PAYMENT OF ACCOUNTS
7.1 TERMINATION OF EMPLOYMENT
(a) The Employer shall pay the balance of a Participant's Accounts
to him within thirty (30) days of the date his employment with
the Employer and its Affiliates terminates.
(b) Payment of a Participant's Accounts shall be made in a single
cash payment.
7.2 DEATH
(a) If a Participant dies before receiving the balance of his
Accounts, the Employer shall pay the balance of his Accounts
to his Beneficiary in a single cash payment within thirty (30)
days of the date of his death.
(b) A Participant's designation of a Beneficiary for this purpose
shall be made in a written designation filed in accordance
with procedures prescribed by the Committee, and a Participant
may change his designation of a Beneficiary at any time in
another written designation filed in accordance with such
procedures. If there is no Beneficiary designated by the
Participant or surviving at the death of the Participant, the
Participant shall be deemed to have designated as Beneficiary
with priority in the order named (i) his surviving spouse and
(ii) his estate.
7.3 FINANCIAL HARDSHIP
(a) The Employer shall pay the balance of a Participant's Accounts
to him in a single cash payment in the event of his financial
hardship, but only in an amount necessary to satisfy the
financial hardship (including reasonably anticipated taxes
resulting from such a payment) and only to the extent that
such financial hardship cannot be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii)
by liquidation of the Participant's assets to the extent such
liquidation would not result in a financial hardship or (iii)
by cessation of Elective Deferrals.
(b) For purposes of subsection (a) of this Section, financial
hardship shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or his dependent, loss of the
Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a
result of events outside the control of the Participant.
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(c) The Committee shall have the sole discretion to determine the
amount (if any) to be paid to a Participant under this
Section.
7.4 CHANGE IN LAW
Notwithstanding any of the above, the Committee may direct payment of a
Participant's Account before it otherwise would be payable under this
Article VII if, based on notification from the Internal Revenue Service
or a review by the Committee in light of Internal Revenue Service
guidance, the Committee determines that a Participant has or will
recognize income for federal income tax purposes with respect to
amounts that are or will be payable under the Plan before they are to
be paid. Further, the Committee may direct payment of a Participant's
Account before it otherwise would be payable and may terminate a
Participant's participation in the Plan if, based on notification from
the Department of Labor or a review by the Committee in light of
Department of Labor guidance, the Committee determines that an
individual's participation in the Plan jeopardizes the Plan's status as
a plan described in Section 11.11 hereof.
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ARTICLE VIII
PLAN OPERATION AND ADMINISTRATION
8.1 ADMINISTRATOR
The Committee shall be the plan administrator and shall be responsible
for and perform the duties imposed on a plan administrator.
8.2 COMMITTEE
The Committee shall have the power and duty to administer the Plan in
accordance with its terms, including, but not limited to, the
following:
(a) to make and enforce such rules and regulations as it may deem
necessary or desirable for the efficient administration of the
Plan;
(b) to interpret the Plan, including the right to remedy possible
ambiguities, inconsistencies or omissions;
(c) to decide all questions related to participation in, and
payment of amounts under, the Plan, including all factual
questions related thereto; and
(d) to maintain all necessary records for the administration of
the Plan.
8.3 AUTHORITY TO ACT
Brady Corporation or the Committee may authorize one or more of Brady
Corporation's employees, members, representatives or agents, as
applicable, to execute on its behalf instructions or directions to any
interested party, and any such interested party may rely thereupon and
the information contained therein.
8.4 INFORMATION FROM PARTICIPANTS
Each Participant and Beneficiary shall furnish the Committee in the
form prescribed by it and at its request, such personal data,
affidavits, authorizations to obtain information, or other information
as the Committee deems necessary or desirable for the administration of
the Plan.
8.5 COMMITTEE DISCRETION
The Committee has full and complete discretionary authority to
determine eligibility for benefits, to construe the terms of the Plan
and to decide any matter presented through the claims review procedure.
Any final determination by the Committee (including claims decisions
made pursuant to Article IX) shall be binding on all parties and
afforded the maximum deference allowed by law. If challenged in court,
such determination shall not
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be subject to de novo review and shall not be overturned unless proven
to be arbitrary and capricious upon the evidence considered by the
Committee at the time of such determination.
8.6 COMMITTEE MEMBERS' CONFLICT OF INTEREST
A member of the Committee who is covered hereunder may not vote or
decide upon any matter relating solely to himself or vote in any case
in which his individual right to any benefit under the Plan is
particularly involved nor may a member of the Board who is covered
hereunder vote to amend the Plan regarding the timing of distributions
or vote with respect to direct or indirect termination of the Plan.
Decisions shall be made by remaining Committee or Board members even if
there is no quorum under normal Committee or Board rules.
8.7 GOVERNING LAW
This Plan shall be construed in accordance with the laws of the State
of Wisconsin to the extent not preempted by the provisions of the
Employee Retirement Income Security Act of 1974 or other federal law.
8.8 EXPENSES
All expenses and costs incurred in connection with the administration
and operation of the Plan shall be borne by the Employer and/or the
Trust.
8.9 MINOR OR INCOMPETENT PAYEES
If a person to whom a benefit is payable is a minor or is otherwise
incompetent by reason of a physical or mental disability, the Committee
may cause the payments due to such person to be made to another person
for the first person's benefit without any responsibility to see to the
application of such payment. Such payments shall operate as a complete
discharge of the obligations to such person under the Plan.
8.10 WITHHOLDING
To the extent required by law, the Employer shall withhold any taxes
required to be withheld by the federal or any state or local government
from payments made hereunder or from other amounts paid to the
Participant by the Employer. To the extent that FICA taxes are required
to be withheld from the Participant with respect to amounts credited
under this Plan and no amounts are to be paid to the Participant
hereunder or otherwise from the Employer from which such FICA taxes may
be withheld, then the Employer shall pay such FICA taxes and the
Participant's Account hereunder shall be reduced by the amount of the
FICA tax paid.
8.11 INDEMNIFICATION
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Except as otherwise provided by law, neither the Board or the Committee
nor any individual member of the Board or the Committee, nor the
Employer, nor any officer, shareholder or employee of the Employer
shall be liable for any error of judgment, action or failure to act
hereunder or for any good faith exercise of discretion, excepting only
liability for gross negligence or willful misconduct. Such individuals
and entities shall be indemnified and held harmless by the Employer
against any and all claims, damages, liabilities, costs and expenses
(including attorneys' fees) arising by reason of any good faith error
of omission or commission with respect to any responsibility, duty or
action hereunder. Nothing herein contained shall preclude the Employer
from purchasing insurance to cover potential liability of one or more
persons who serve in an administrative capacity with respect to the
Plan.
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ARTICLE IX
CLAIMS PROCEDURE
9.1 CLAIMS
If the Participant or the Participant's Beneficiary (hereinafter
refereed to as "claimant") believes he is being denied any benefit to
which he is entitled under this Plan for any reason, he may file a
written claim with the member of the Committee designated as the claims
administrator. The claims administrator shall review the claim and
notify the claimant of his decision within 90 days of receipt of such
claim, unless the claimant receives written notice prior to the end of
the 90 day period stating that special circumstances require an
extension of the time for decision. The claim administrator's decision
shall be in writing, sent by first class mail to the claimant's last
known address, and if a denial of the claim, shall contain the specific
reasons for the denial, reference to pertinent provisions of the Plan
on which the denial is based, a description of any additional
information or material necessary to perfect the claim, and an
explanation of the claims review procedure.
9.2 REVIEW PROCEDURE
A claimant is entitled to request the entire Committee to review any
denial by written request to the Committee within 60 days of receipt of
the denial. Absent a request for review within the 60-day period, the
claim will be deemed to be conclusively denied. The Committee shall
afford the claimant or his authorized representative the opportunity to
review all pertinent documents and submit issues and comments in
writing and shall render a review decision in writing, all within 60
days after receipt of a request for review (provided that in special
circumstances the Committee may extend the time for decision by not
more than 60 days upon written notice to the claimant). The Committee's
review decision shall contain specific reasons for the decision and
reference to the pertinent provisions of the Plan.
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ARTICLE X
AMENDMENT AND TERMINATION
The Board may amend or terminate this Plan at any time; provided,
however, that no such amendment or termination shall deprive any Participant or
Beneficiary of any amounts accrued to him under this Plan prior to the date of
such amendment or termination. If this Plan is terminated, a Participant's
Account hereunder as of the date of Plan termination shall continue to be
credited with investment earnings under Article V and be paid at such time and
in such form as provided for under the terms of the Plan as in effect on the
date of Plan termination (subject to the Board's absolute discretion to
accelerate distributions at any time following Plan termination); provided,
however, that no additional contributions shall be credited after such
termination. Notwithstanding any other provision of the Plan to the contrary,
the Board shall always have the right to prospectively amend the investment
funds available under Section 5.3 of the Plan.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 HEADINGS
The headings of the Plan have been inserted for convenience of
reference and shall be ignored in the construction of the provisions
herein.
11.2 PLAN NOT CONTRACT OF EMPLOYMENT
The existence of the Plan shall not create or change any contract,
express or implied, between the Employer and its employees and shall
not affect the Employer's right to take any action with respect to its
employees.
11.3 RIGHTS OF PARTICIPANTS AND BENEFICIARIES
The interest and rights of a Participant and Beneficiary under the Plan
shall be those of a general unsecured creditor of the Employer, and
with respect to the creditors of the Employer, no Participant or
Beneficiary shall have any preferred claims on, or any beneficial
ownership in, the assets of the Employer, including any assets in which
the Employer may invest to aid in meeting its obligations under the
Plan.
11.4 NONALIENATION OF BENEFITS
All benefits payable hereunder are for the sole use and benefit of the
Participants and their Beneficiaries and, to the extent permitted by
law, shall be free, clear and discharged of and from, and are not to be
in any way liable for, debts, contracts or agreements, now contracted
or which may hereafter be contracted and from all claims and
liabilities now or hereafter incurred by any Participant or Beneficiary
covered by this Plan. No Participant or Beneficiary covered by this
Plan shall have the right to anticipate, surrender, encumber, alienate
or assign, whether voluntarily or involuntarily, any of the benefits to
become due hereunder unto any person or person upon any terms
whatsoever, and any attempt to do so shall be void.
11.5 TAX TREATMENT
There is no commitment or guarantee with respect to the tax treatment
to be accorded to a Participant or Beneficiary under the Plan.
11.6 OTHER PLANS AND AGREEMENTS
(a) Participation in the Plan shall not affect a Participant's
rights to participate in and receive benefits under any other
plans of the Employer, nor shall it affect his rights under
any other agreement entered into with the Employer, unless
explicitly provided otherwise by such agreement.
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(b) Any amount credited under or paid pursuant to the Plan shall
not be treated as wages, salary or any other type of
compensation or otherwise taken into account in the
determination of the Participant's benefits under any other
plans of the Employer, unless explicitly provided otherwise by
such plan.
11.7 NUMBER AND GENDER
The use of the singular shall be interpreted to include the plural and
the plural the singular, as the context shall require. The use of the
masculine, feminine or neuter shall be interpreted to include the
masculine, feminine or neuter, as the context shall require.
11.8 PLAN PROVISIONS CONTROLLING
In the event of any conflict between the provisions of the Plan and the
provisions of a summary or description of the Plan or the terms of any
agreement or instrument related to the Plan, the provisions of the Plan
shall be controlling.
11.9 SEVERABILITY
If any provisions of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining
parts of the Plan, but this Plan shall be construed and enforced as if
the illegal and invalid provisions had never been included herein.
11.10 EVIDENCE CONCLUSIVE
The Employer, the Committee and any person or persons involved in the
administration of the Plan shall be entitled to rely upon any
certification, statement, or representation made or evidence furnished
by any person with respect to any facts required to be determined under
any of the provisions of the Plan, and shall not be liable on account
of the payment of any monies or the doing of any act or failure to act
in reliance thereon. Any such certification, statement, representation,
or evidence, upon being duly made or furnished, shall be conclusively
binding upon the person furnishing it but not upon the Employer, the
Committee or any other person involved in the administration of the
Plan. Nothing herein contained shall be construed to prevent any of
such parties from contesting any such certification, statement,
representation, or evidence or to relieve any person from the duty of
submitting satisfactory proof of any fact.
11.11 STATUS OF PLAN UNDER ERISA
The Plan is intended to be an unfunded plan maintained by an Employer
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees, as
described in Section 201(2), Section 301(a)(3), Section 401(a)(1) and
Section 4021(b)(6) of the Employee Retirement Income Security Act of
1974, as amended.
11.12 NAME AND ADDRESS CHANGES
Each Participant shall keep his name and address on file with the
Employer and shall promptly notify the Employer of any changes in his
name or address. All notices required
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or contemplated by this Plan shall be deemed to have been given to a
Participant if mailed with adequate postage prepaid thereon addressed
to him at his last address on file with the Employer. If any check in
payment of a benefit hereunder (which was mailed to the last address of
the payee as shown on the Employer's records) is returned unclaimed,
further payments shall be discontinued unless evidence is furnished
that the recipient is still alive.
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