<PAGE> 1
As filed with the Securities and Exchange Commission on February 14, 1996
Registration No. 33-
----------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAYCHEM CORPORATION
-------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-1369731
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 CONSTITUTION DRIVE, MENLO PARK, CALIFORNIA 94025-1164
- ---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full Title of the Plans)
ROBERT J. VIZAS
RAYCHEM CORPORATION
300 Constitution Drive
Menlo Park, California 94025-1164
(Name and Address of Agent For Service)
(415) 361-3333
(Telephone Number, Including Area Code, of Agent For Service)
Copy to: SARAH A. O'DOWD
HELLER, EHRMAN, WHITE & MCAULIFFE
525 University Avenue
Palo Alto, California 94301-1908
(415) 324-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered (1) registered(2) share price(2) fee
-------------- ------------- -------- --------- ------------
<S> <C> <C> <C> <C>
Deferred Compensation $5,000,000 100% $5,000,000 $1,724.14
Obligations
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Raychem
Corporation to pay deferred compensation in the future in accordance with
the terms of the Raychem Corporation Executive Deferred Compensation Plan
for a select group of eligible employees.
(2) Estimated solely for the purpose of determining the registration fee.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REQUIRED IN CONNECTION WITH
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement covers securities of the Registrant of the
same class as other securities for which registration statements on Form S-8
relating to the Executive Deferred Compensation Plan are effective. Pursuant to
General Instruction E to Form S-8, the Registrant incorporates by reference the
contents of these previously-filed registration statements: Registration Nos.
33-58437, 33-58871 and 333-00355.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 Consent of Price Waterhouse LLP, Independent
Accountants
24 Power of Attorney (see pages 5-6)
99.1 Executive Deferred Compensation Plan
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE> 3
Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in a 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
Registrant 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 of 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.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Menlo Park, State of California, on this 14th
day of February, 1996.
RAYCHEM CORPORATION
By: /S/ RICHARD A. KASHNOW
-------------------------------------
Richard A. Kashnow
President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Richard A. Kashnow,
Raymond J. Sims and Robert J. Vizas, and each of them, with full power of
substitution and full power to act without the other such person's true and
lawful attorney-in-fact and agent for such person in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 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 perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully, to all intents
and purposes, as they or such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/S/ RICHARD A. KASHNOW President, Chief February 14, 1996
- ---------------------------------------- Executive Officer and
Richard A. Kashnow Chairman of the Board
of Directors (Principal
Executive Officer)
/S/ RAYMOND J. SIMS Senior Vice President and February 14, 1996
- ---------------------------------------- Chief Financial Officer
Raymond J. Sims (Principal Financial
Officer)
/S/ DEIDRA D. BARSOTTI Vice President and
- ---------------------------------------- Controller (Principal
Deidra D. Barsotti Accounting Officer) February 14, 1996
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
/S/ PAUL M. COOK Director February 14, 1996
- ----------------------------------------
Paul M. Cook
/S/ RICHARD DULUDE Director February 14, 1996
- ----------------------------------------
Richard Dulude
/S/ Director February 14, 1996
- ----------------------------------------
James F. Gibbons
/S/ JOHN P. MCTAGUE Director February 14, 1996
- ----------------------------------------
John P. McTague
/S/ DEAN O. MORTON Director February 14, 1996
- ----------------------------------------
Dean O. Morton
/S/ ISAAC STEIN
- ----------------------------------------
Isaac Stein Director February 14, 1996
/S/ CYRIL J. YANSOUNI Director February 14, 1996
- ----------------------------------------
Cyril J. Yansouni
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
ITEM NO. DESCRIPTION OF ITEM PAGE
-------- ------------------------------------------------ -------------
<S> <C> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 Consent of Price Waterhouse LLP, Independent Accountants
24 Power of Attorney (see pages 5-6)
99.1 Executive Deferred Compensation Plan
</TABLE>
<PAGE> 1
EXHIBIT 5
February 14, 1996
11850-0200
Raychem Corporation
300 Constitution Drive
Menlo Park, California 94025-1164
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Raychem Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company proposes to file with
the Securities and Exchange Commission on or about February 14, 1996 for the
purpose of registering under the Securities Act of 1933, as amended, $5,000,000
of deferred compensation obligations (the "Obligations") which will represent
unsecured obligations of the Company to pay deferred compensation in the future
in accordance with the terms of the Raychem Corporation Executive Deferred
Compensation Plan (the "Plan").
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures,
the legal capacity of natural persons and the conformity to the originals of
all records, documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following
records, documents and instruments:
(a) The Amended and Restated Certificate of Incorporation
of the Company certified by the Secretary of State of
the State of Delaware as of January 19, 1996 and
certified to us by an officer of the Company as being
complete and in full force and effect as of the date
of this opinion;
(b) The Bylaws of the Company certified to us by an
officer of the Company as being complete and in full
force and effect as of the date of this opinion;
(c) A Certificate of the Senior Vice President and Chief
Financial Officer of the Company (i) attaching
records certified to us as constituting all records
of proceedings and actions of the Board of Directors
of the Company relating to the Plan and the
Registration Statement, and (ii) certifying as to
certain factual matters;
(d) The Registration Statement; and
(e) The Plan.
This opinion is limited to the laws of the State of California
and the Delaware General Corporation Law, and we disclaim any opinion as to the
laws of any other jurisdiction. We further disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any other
jurisdiction or any regional or local governmental body or as to any related
judicial or administrative opinion. We express no opinion as to the applicable
choice of law provisions contained in the Plan.
Based upon the foregoing and our examination of such questions
of law as we have deemed necessary or appropriate for the purpose of this
opinion, it is our opinion that, when issued by the Company in the
<PAGE> 2
manner provided in the Plan, the Obligations will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject, as to enforcement, (i) to bankruptcy, insolvency,
reorganization, arrangement, moratorium and other laws of general applicability
relating to or affecting creditor's rights, and (ii) to general principles of
equity, whether such enforcement is considered in a proceeding in equity or at
law.
The opinion is rendered to you in connection with the issuance
of the Obligations and is solely for your benefit. This opinion may not be
relied upon by you for any other purpose, or relied upon by any other person,
firm, corporation or other entity for any purpose, without our prior written
consent. We disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
HELLER, EHRMAN, WHITE & MCAULIFFE
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 18, 1995, which appears on
page 27 of the 1995 Annual Report to Stockholders of Raychem Corportation,
which is incorporated by reference in Raychem Corporation's Annual Report on
Form 10-K for the year ended June 30, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 15 of such Annual Report on Form 10-K.
Price Waterhouse LLP
San Jose, California
February 14, 1996
<PAGE> 1
EXHIBIT 99.1
RAYCHEM CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 15, 1995)
The Raychem Corporation 1995 Executive Deferred Compensation Plan was
initially adopted by the Board of Directors on February 17, 1995, and has been
amended and restated on behalf of the Board as the Raychem Corporation
Executive Deferred Compensation Plan to read as follows effective as of
December 15, 1995:
1. PURPOSE.
The primary purpose of this Raychem Corporation Executive Deferred
Compensation Plan (the "Plan") is to enable a select group of highly
compensated management employees of Raychem Corporation and its subsidiaries to
defer receipt of salary, bonuses and/or supplemental retirement benefits
payable under Company compensation programs. By means of this Plan the Company
seeks to attract, retain, and motivate key management personnel for itself and
its subsidiaries.
2. DEFINITIONS.
2.1 ADMINISTRATOR. "Administrator" shall mean the Board or a
committee of the Board as provided in Section 3 below.
2.2 BENEFICIARY. "Beneficiary" shall mean the person or persons
designated by a Participant (in accordance with Section 7.1) to receive the
balance of the Participant's Deferred Compensation Account in the event the
Participant dies before receiving the entire amount credited to such Account.
2.3 BOARD. "Board" shall mean the Board of Directors of the
Company.
2.4 BONUS AMOUNT. "Bonus Amount" shall mean the amount of any
bonus payable to a Participant under a bonus plan sponsored by the Company or
any subsidiary of the Company attributable to services performed in a
Participation Year.
2.5 CHANGE IN CONTROL. "Change in Control" shall mean the
occurrence of any of the following:
(a) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (other than
the Company, a subsidiary, an affiliate or a Company-sponsored employee benefit
plan, including any trustee of such plan acting as trustee), becoming the
"beneficial owner" (as that term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then-outstanding securities;
(b) the solicitation of proxies (within the meaning of Rule
14a-1(k) under the Exchange Act and any successor rule) with respect to the
electing of any director of the Company, where such solicitation is for any
candidate who is not a candidate proposed by a majority of the Board in office
immediately before the time of such election; or
(c) the dissolution or liquidation (partial or total) of the
Company or a sale of assets involving 30% or more of the assets of the Company,
any merger or reorganization of the Company whether or not another entity is
the survivor, a transaction pursuant to which the holders, as a group, of all
of the shares of the Company outstanding immediately before the transaction
hold, as a group, less than 70% of the shares of the Company outstanding after
the transaction, or any other event that the Board determines, in its
discretion, would materially alter the structure or ownership of the Company.
<PAGE> 2
2.6 COMPANY. "Company" shall mean Raychem Corporation and any
successor to Raychem Corporation.
2.7 DEFERRAL AMOUNT. "Deferral Amount" shall mean all or that
portion of a Bonus Amount, all or that portion of a Salary Amount (not in
excess of 50% by an Employee), and/or the amount from the Raychem Corporation
Amended and Restated Bonus Deferral Plan that a Participant elects to defer
under or transfer to this Plan.
2.8 DEFERRED COMPENSATION ACCOUNT. "Deferred Compensation
Account" shall mean the account established for a Participant pursuant to
Section 6.
2.9 EMPLOYEE. "Employee" shall mean an employee of the Company or
any subsidiary of the Company.
2.10 ERISA. "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
2.11 INITIAL DEFERRAL ELECTION. "Initial Deferral Election" shall
mean an election made pursuant to Section 5.1.
2.12 INSOLVENCY. "Insolvency" shall mean the condition of being
unable to pay debts as they mature or being subject to proceedings as a debtor
under the federal Bankruptcy Code.
2.13 OPTIONAL DISTRIBUTION ELECTION. "Optional Distribution
Election" shall mean an election made pursuant to Section 5.3.2 or 5.3.4.
2.14 PARTICIPANT. "Participant" shall mean (a) an Employee whose
rate of compensation is among the highest three percent of all Employees and
who is selected by the Company to participate in this Plan, (b) a consultant to
the Company who was selected by the Company to participate in this Plan while
an Employee and (c) a director of the Company unless participation in this Plan
would cause the director not to be "disinterested" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934.
2.15 PARTICIPATION YEAR. "Participation Year" shall mean the
fiscal year ending June 30.
2.16 SALARY AMOUNT. "Salary Amount" shall mean the amount payable
to a Participant by the Company or any subsidiary of the Company as base salary
attributable to services performed in a Participation Year. In the case of a
Participant who is a director or a former Employee, "Salary Amount" shall mean
the Participant's compensation as a director of or consultant to the Company
during a Participation Year.
2.17 SERP AMOUNT. "SERP Amount" shall mean the amount of a
Participant's lump sum benefit under the Raychem Corporation Supplemental
Executive Retirement Plan transferred to this Plan at the Participant's
election.
2.18 SUBSEQUENT DEFERRAL ELECTION. "Subsequent Deferral Election"
shall mean an election made pursuant to Section 5.3.1.
2.19 TOTALLY DISABLED. "Totally Disabled" shall mean a physical or
mental incapacity (a) that prevents a Participant from performing his or her
normal job with the Company or a subsidiary of the Company and (b) that a
physician satisfactory to the Administrator certifies is likely to be
permanent.
2.20 TRUST. "Trust" shall mean the trust established by the Trust
Agreement.
2.21 TRUST AGREEMENT. "Trust Agreement" shall mean the trust
agreement between the Company and the Trustee with respect to the assets held
in trust under this Plan.
<PAGE> 3
2.22 TRUSTEE. "Trustee" shall mean the trustee(s) of the Trust
appointed pursuant to Section 10.1, and any successor trustee(s) appointed
pursuant to the Trust Agreement.
3. ADMINISTRATION.
3.1 ADMINISTRATOR. This Plan shall be administered by the
Board or, upon delegation by the Board, by a committee consisting of not less
than two directors (in either case, the "Administrator"). In connection with
the administration of this Plan, the Administrator shall have the powers
possessed by the Board. The Administrator may act only by a majority of its
members. The Administrator may delegate administrative duties to such
Employees as it deems proper. The Board at any time may terminate the
authority delegated to any committee of the Board pursuant to this Section 3.1
and revest in the Board the administration of this Plan.
3.2 ADMINISTRATOR DETERMINATIONS BINDING. The Administrator
may adopt, alter, and repeal administrative rules, guidelines, and practices
governing this Plan as it from time to time shall deem advisable, may interpret
the terms and provisions of this Plan, may correct any defect, omission, or
inconsistency in this Plan, and may otherwise supervise the administration of
this Plan. All decisions made by the Administrator shall be binding on all
persons, including the Company and all Participants and Beneficiaries. No
member of the Administrator shall be liable for any action that he or she has
in good faith taken or failed to take with respect to this Plan.
3.3 INDEMNITY. The Company shall indemnify and hold harmless
each member of the Administrator, and each officer and Employee, to the fullest
extent permissible by law, against any and all liabilities arising by reason of
any action taken or omitted in connection with this Plan, including expenses
reasonably incurred in the defense of any claim of such liability.
4. SELECTION OF EMPLOYEE PARTICIPANTS.
The Company shall select Employee Participants for each Participation
Year before the first day of each such year; provided that, for the
Participation Year in which this Plan is adopted, the Company shall select
Employee Participants for such fiscal year within 30 days after adoption of
this Plan. Once selected, an Employee Participant shall automatically be a
Participant for succeeding Participation Years until otherwise notified by the
Company.
5. ELECTIONS; PAYMENT OF PLAN BENEFITS.
5.1 INITIAL DEFERRAL ELECTIONS. A Participant may specify
his or her Deferral Amount for a Participation Year at any time before the
first business day of that Participation Year by filing an Initial Deferral
Election with the Administrator; provided, however, that with respect to the
Participation Year during which this Plan is adopted by the Board, a
Participant may file an Initial Deferral Election for the remainder of that
Participation Year within 30 days after being notified of selection as a
Participant.
5.2 GENERAL RULE FOR DISTRIBUTIONS ATTRIBUTABLE TO DEFERRAL
AMOUNTS. Subject to Section 13.2 (dealing with the Insolvency of the Company)
and to the terms of any elections filed under Section 5.3, 100% of a
Participant's Deferral Amount for a given Participation Year (adjusted for net
investment income or loss attributable to the Deferral Amount) shall be
determined as of the last business day of the December after the end of such
Participation Year or, if later and if elected by the Participant, the last
business day of December 2000 or any fifth year thereafter (in either case, the
"Determination Date"), and shall be distributed to the Participant as soon as
practicable after the Determination Date.
5.3 ELECTIONS REGARDING SUBSEQUENT DEFERRALS AND
DISTRIBUTIONS FROM DEFERRED COMPENSATION ACCOUNTS ATTRIBUTABLE TO DEFERRAL
AMOUNTS. Notwithstanding Section 5.2, distributions from Deferred Compensation
Accounts attributable to Deferral Amounts shall be made in accordance with
instructions provided in any elections filed pursuant to this Section 5.3.
<PAGE> 4
5.3.1 SUBSEQUENT DEFERRAL ELECTIONS. On or before the first
business day of the June before the date that a distribution from a Deferred
Compensation Account otherwise is to be made pursuant to Section 5.2 or
pursuant to the most recent Subsequent Deferral Election filed pursuant to this
Section 5.3.1, a Participant may, by filing a Subsequent Deferral Election with
the Administrator, defer payment of all or any portion of the amount otherwise
distributable from the Deferral Amount portion of his or her Deferred
Compensation Account for an additional one-year period (or such longer period
as is approved by the Administrator); provided that any such Subsequent
Deferral Election shall be effective only with the consent of the
Administrator. As it is in the Company's interest to defer payments of
compensation, the Administrator shall be deemed to consent to a Subsequent
Deferral Election unless the Administrator notifies the Participant in writing,
within ten business days after receipt of the Subsequent Deferral Election,
that consent is not given.
5.3.2 OPTIONAL DISTRIBUTION ELECTION -- IN-KIND
DISTRIBUTIONS. On or before the first business day of the June before the date
that a distribution from the Deferral Amount portion of his or her Deferred
Compensation Account is to be made, a Participant may file an Optional
Distribution Election with the Administrator electing to receive an in-kind
distribution of all of the assets, or of specified assets credited to the
Deferral Amount portion of his or her Deferred Compensation Account, in lieu of
cash.
5.3.3 MANNER AND PLACE OF FILING ELECTIONS. All Initial and
Subsequent Deferral Elections and Optional Distribution Elections shall be in
writing on a form prescribed by the Administrator and shall be filed with the
Administrator at the principal executive offices of the Company.
5.3.4 TERMINATION OF SERVICE. If a Participant ceases to be
an Employee or a director of or consultant to the Company for any reason other
than retirement, the Deferral Amount portion of the Participant's Deferred
Compensation Account (Deferral Amounts adjusted for net investment income or
loss) shall be determined as of the last business day of the December following
the end of the Participation Year in which service terminates and shall be
distributed to the Participant as soon as practicable thereafter; provided,
however, (a) unless the Participant so elects, no payment from the
Participant's Deferred Compensation Account that would, but for the termination
of service, have occurred before the time described above, shall be delayed
pursuant to this Section 5.3.4, and (b) if the Participant so elects at least
15 days before the date of termination (an "Optional Distribution Election"),
the Participant shall receive all, or a specified percentage or dollar amount,
of the Deferral Amount portion of his or her Deferred Compensation Account in a
lump sum or in annual installments (commencing on the date that the
distribution otherwise would be made) over a period of 5, 10, or 15 years, as
the Participant elects. (If a percentage is elected in an Optional
Distribution Election, the Administrator in its sole judgment shall calculate
the appropriate amount to be distributed on each installment date.) Unless a
different amount (or method of calculation) is specified in the Optional
Distribution Election, the amount on any distribution date shall be the amount
then in the Participant's Deferred Compensation Account attributable to the
Deferral Amount divided by the number of installments yet to be paid (including
the then-current installment). For purposes of this Plan, a Participant who
becomes Totally Disabled shall be deemed to have ceased to be an Employee on
the date he or she is determined to be so disabled, without regard to whether
he or she continues to be treated as an Employee for any other purpose.
5.3.5 RETIREMENT. If a Participant ceases to be an Employee
or a director of or consultant to the Company due to retirement, the retirement
shall generally be treated as a termination of service subject to Section 5.3.4
hereof; provided, however, that the Participant may, at least 15 days before
the date of termination of service, in addition to the elections permitted by
Section 5.3.4, elect with respect to any distributions from the Deferral Amount
portion of the Participant's Deferred Compensation Account that would otherwise
occur more than 15 days after the latest date to make such election, to receive
all, or a specified percentage or dollar amount, of the Deferral Amount portion
of the Participant's Deferred Compensation Account in a lump sum or in annual
installments (commencing no later than as soon as practicable after December 31
of the calendar year in which he or she reaches age 70 1/2) over a period of 5,
10 or 15 years.
5.4 DISTRIBUTIONS ATTRIBUTABLE TO SERP AMOUNTS. Subject to
Section 13.2 (dealing with the Insolvency of the Company), the portion of a
Participant's Deferred Compensation Account
<PAGE> 5
attributable to the Participant's SERP Amount (the SERP amount adjusted for net
investment income or loss) shall be distributed to the Participant in
accordance with the Participant's written election filed with the Administrator
at the principal executive offices of the Company at least 15 days before the
Participant ceases to be an Employee. The Participant may elect to receive all,
or a specified percentage or dollar amount, of the Deferral Amount portion of
the Participant's Deferred Compensation Account in a lump sum or in annual
installments (commencing no later than as soon as practicable after December 31
of the calendar year in which he or she reaches age 70 1/2) over a period of 5,
10 or 15 years. (If a percentage is elected, the Administrator in its sole
judgment shall calculate the appropriate amount to be distributed on each
installment date.) Unless a different amount (or method of calculation) is
specified in the election, the amount on any distribution date shall be the
amount then in the Participant's Deferred Compensation Account attributable to
the SERP Amount divided by the number of installments yet to be paid (including
the then-current installment). If a Participant fails to make a valid election
with respect to the time and method of Plan distribution attributable to the
SERP Amount portion of his or her Deferred Compensation Account, such portion
shall be distributed to the Participant as soon as practicable after December
31 of the calendar year in which the SERP Amount is credited to the
Participant's Deferred Compensation Account. On or before the first business
day of the June before the date that a distribution from the SERP Amount
portion of his or her Deferred Compensation Account is to be made, a
Participant may file a written election with the Administrator to receive an
in-kind distribution of all of the assets, or of specified assets credited to
the SERP Amount portion of his or her Deferred Compensation Account, in lieu of
cash.
5.5 HARDSHIP. Upon the request of a Participant and based
upon a showing of severe financial hardship caused by accident, illness, or any
other similar event beyond the Participant's control, the Administrator may, in
its sole discretion, accelerate (to such time as the Administrator may elect)
the time of payment of that portion (up to all) of the amount credited to the
Participant's Deferred Compensation Account in order to alleviate such
hardship.
6. DEFERRED COMPENSATION ACCOUNTS.
6.1 SEPARATE ACCOUNTS. The Administrator shall establish and
maintain a separate Deferred Compensation Account for each Participant. Each
Participant's Deferred Compensation Account shall be credited with the
Participant's Deferral Amount and any SERP Amount, and with earnings and
realized and unrealized gains with respect to such amounts, and shall be
charged with any amount distributed to or with respect to, the Participant in
accordance with this Plan, with realized and unrealized losses incurred by the
Deferred Compensation Account and with any expenses, fees, and withholding
taxes properly chargeable to the Deferred Compensation Account or imposed in
respect of compensation deferred or payable under this Plan.
6.2 INVESTMENT OF ACCOUNTS. By written investment directions
to the Administrator, each Participant shall direct the investment of his or
her Deferred Compensation Account among the investment funds available under
this Plan. In the absence of timely instructions, a Participant's Deferred
Compensation Account shall be invested in a money market fund (or, if there is
no money market fund among the investment funds available under this Plan, in
the investment fund that most closely resembles a money market fund). In
accordance with rules established by the Administrator, each Participant shall
be allowed to modify his or her investment directions (or the initial
investment made in the absence of directions from the Participant) with respect
to all or any portion of his or her Deferred Compensation Account, effective as
of the first day of the next calendar quarter following the date of the
modification. A Participant's change of investment directions shall apply to
the existing balance in his or her Deferred Compensation Account and to the
amount of future Deferral Amounts, as the Participant may elect.
6.3 DESIGNATION OF AVAILABLE INVESTMENT OPTIONS. The Chief
Financial Officer of the Company shall select the investment funds that will
initially be available for the investment of Deferred Compensation Accounts
hereunder. The Chief Financial Officer shall have the power and authority, in
his or her sole and absolute discretion, to add any new investment fund deemed
to be desirable and to eliminate any investment fund previously available
hereunder in which no portion of any Participant's Deferred Compensation
Account is invested.
<PAGE> 6
6.4 VALUATION OF ACCOUNTS. As soon as administratively
practical after the end of each calendar quarter, and after the removal or
resignation of the Trustee, the Trustee shall value each Deferred Compensation
Account then maintained hereunder, based on fair market values as of the close
of the relevant quarter or the close of the shorter period ending with such
removal or resignation, as applicable. Each Participant's Deferred
Compensation Account shall be valued separately. Any earnings and realized and
unrealized gains attributable to a Participant's Deferred Compensation Account
shall be credited to such Account on a segregated basis, and any amounts
distributed from, any realized and unrealized losses incurred by, and any
expenses and fees properly chargeable to, a Participant's Deferred Compensation
Account shall be charged against such Account on a segregated basis.
6.5 STATEMENTS TO PARTICIPANTS. As soon as administratively
practical after each valuation described in Section 6.4, the Trustee (or the
Company) shall provide each Participant (or, if applicable, Beneficiary) with a
statement that discloses the results of such valuation with respect to the
Participant's Deferred Compensation Account.
6.6 VESTING. Subject to the provisions of Section 13.2
(dealing with the Insolvency of the Company), a Participant shall at all times
have a fully vested (i.e., nonforfeitable) interest in his or her Deferred
Compensation Account.
7. DEATH BENEFITS.
7.1 DESIGNATION OF BENEFICIARY. Each Participant shall have
the right to designate a Beneficiary to receive the balance, if any, of the
Participant's Deferred Compensation Account at the time of the Participant's
death and shall have the right at any time to revoke such designation or to
substitute another such Beneficiary (without the consent of any Beneficiary who
had been designated before the time of such revocation or substitution). No
Beneficiary designation made pursuant to this Section 7.1 shall be effective
unless it is in writing and received by the Administrator before the death of
the Participant. If a Participant is married, the Participant's designation of
any Beneficiary other than his or her spouse must be consented to in writing by
the Participant's spouse, unless the Participant establishes to the
satisfaction of the Administrator that such consent cannot be obtained because
the spouse cannot be located. To be effective, a spouse's consent must be
witnessed by the Administrator or a notary public. If there is no valid
designation of Beneficiary on file with the Administrator at the time of a
Participant's death, or if a validly designated Beneficiary is not living at
the time a payment is to be made to such Beneficiary under this Plan, the
balance of the deceased Participant's Deferred Compensation Account shall be
payable to the Participant's spouse if then living, or if not, to the
Participant's estate.
7.2 GENERAL RULE FOR PLAN DISTRIBUTIONS; ELECTIONS INCIDENT
TO DEATH. Subject to the provisions of Section 13.2 (dealing with the
Insolvency of the Company), if a Participant dies before he or she has received
the entire amount credited to his or her Deferred Compensation Account, all of
the Participant's Deferred Compensation Account shall be distributed to his or
her Beneficiary in a single lump-sum distribution of cash as soon as
practicable after the Participant dies.
7.3 INVESTMENT RIGHTS DURING DISTRIBUTION PERIOD. For so
long as a deceased Participant's Deferred Compensation Account has not been
fully distributed to his or her Beneficiary, the assets credited to the Account
shall remain in the Trust, and the Beneficiary shall have the rights provided
to Participants in Section 6.2 (with respect to directing the investment of
such Account).
8. VALUATION OF ACCOUNTS FOR DISTRIBUTION.
When a Participant or Beneficiary is to receive a distribution from a
Deferred Compensation Account, the Account shall be valued (or, in the case of
an in-kind distribution, the number of shares or other units in the Account
shall be determined) as of the quarterly valuation date coinciding with or
immediately preceding the date the distribution is to be made.
9. CHANGE IN CONTROL.
<PAGE> 7
Within 30 days following a Change in Control, a Participant or a
Beneficiary may elect to accelerate, to a date no earlier than 60 days
following the date of the election, the time of payment of all or a portion of
the amount credited to the Participant's Deferred Compensation Account on the
date of such Change in Control. This election shall be available whether or
not the Participant ceases to be an Employee or perform services in connection
with such Change in Control. The provisions of this Section 9 shall be deemed
applicable upon the occurrence of any Change in Control, notwithstanding that
this Plan may be amended or terminated thereafter.
10. TRUSTEE AND TRUST AGREEMENT; DEFERRAL AND SERP AMOUNTS
CONTRIBUTED TO TRUST; PAYMENT OF EXPENSES.
10.1 TRUSTEE AND TRUST AGREEMENT. The Company shall appoint
a Trustee to hold the amount of each Participant's Deferral Amount and SERP
Amount in trust and shall enter into a Trust Agreement with such Trustee with
respect to the management and disposition of such funds. All contributions to
the Trust shall be held and invested by the Trustee in accordance with the
terms of this Plan and the Trust Agreement.
10.2 CONTRIBUTION OF DEFERRAL AND SERP AMOUNTS TO TRUST. The
amount of each Participant's Deferral Amount and SERP Amount shall be
contributed to the Trust established hereunder as soon as reasonably
practicable, and no more than 30 days, after the amount otherwise would have
been paid to the Participant. Such contributions shall be made by the
Participant's employer.
10.3 PAYMENT OF EXPENSES. All expenses of operating and
administering this Plan, including the fees of, and general expenses incurred
by, the Trustee, shall be paid by the Company. Notwithstanding the preceding
sentence, however, expenses incurred in connection with the investment of any
Participant's Deferred Compensation Account, including brokerage fees or
commissions, and any fees payable to an investment manager in connection with
its management of the investment of all or any portion of a Participant's
Deferred Compensation Account, shall be charged to or paid from such
Participant's Deferred Compensation Account, as appropriate.
11. AMENDMENT, SUSPENSION OR TERMINATION.
The Board shall have the right to amend, suspend or terminate this
Plan at any time and for any reason. Notwithstanding the preceding sentence,
however, subject to the provisions of Section 13.2 (dealing with the Insolvency
of the Company), no amendment or termination of this Plan shall reduce any
Participant's or Beneficiary's rights or benefits accrued under this Plan
before the date the amendment is adopted or this Plan is terminated, as
appropriate, including the Participant's or Beneficiary's right to payment of
the balance of his or her Deferred Compensation Account as of such date. Upon
the termination of this Plan, the Trust shall continue until all Deferred
Compensation Accounts have been distributed to the appropriate Participants and
Beneficiaries in accordance with the provisions of this Plan and the Trust
Agreement in effect at the time of such termination.
12. CLAIMS AND REVIEW PROCEDURE.
12.1 CLAIMS FOR BENEFITS. The Administrator shall determine
each Participant's and Beneficiary's right to benefits under this Plan. If a
Participant or Beneficiary disagrees with the Administrator's determination, he
or she may file a written request for review of the determination, and such
request will be treated as a claim for benefits hereunder. Any such claim
shall be filed with the Administrator at the principal executive offices of the
Company.
12.2 DENIAL OF CLAIMS. In the event that any claim for
benefits is denied, in whole or in part, the Administrator shall notify the
claimant in writing of such denial and of the claimant's right to a review
thereof. Such written notice shall set forth, in a manner calculated to be
understood by the claimant, specific reasons for the denial, specific
references to the Plan provisions on which the denial is based, a description
of any information or material necessary to perfect the claim and an
explanation of why such material is necessary, and
<PAGE> 8
an explanation of this Plan's procedure for review of denied claims. Such
written notice shall be given to the claimant within 90 days after the
Administrator receives the claim, unless special circumstances require an
extension of time, up to an additional 90 days, for processing the claim. If
such an extension is required, a written notice indicating the reason an
extension is required and the date by which the Administrator expects to render
its decision shall be furnished to the claimant before the end of the initial
90-day period. If written notice of the denial of a claim for benefits, or of
the fact that an extension of time is necessary for processing a claim, is not
furnished within the time specified in this Section 12.2, the claim shall be
deemed to be denied, and the claimant shall be permitted to appeal such denial
in accordance with the procedure for review of denied claims set forth in
Section 12.3.
12.3 REVIEW OF DENIED CLAIMS. Any person whose claim for
benefits is denied (or deemed denied), in whole or in part, or such person's
duly authorized representative, may appeal from such denial by submitting a
request for a review of the claim to the Administrator within 60 days after
receiving written notice of the denial (or, in the case of a deemed denial,
within 60 days after the claim is deemed denied). The Administrator shall give
the claimant or such representative an opportunity to review pertinent
documents that are not privileged in preparing a request for review. A request
for review shall be in writing and shall be addressed to the Administrator at
the principal executive offices of the Company. A request for review shall set
forth all of the grounds on which it is based, all facts in support of the
request and any other matters the claimant deems pertinent. The Administrator
may require the claimant to submit such additional facts, documents, or other
material as it may deem necessary or appropriate in making its review.
12.4 DECISION ON REVIEW. The Administrator shall act on each
request for review within 60 days after receipt thereof, unless special
circumstances require an extension of time, up to an additional 60 days, for
processing the request. If such an extension is required, written notice of
the extension shall be furnished to the claimant within the initial 60-day
period. The Administrator shall give prompt, written notice of its decision to
the claimant. In the event that the Administrator affirms the denial of the
claim for benefits, in whole or in part, such notice shall set forth, in a
manner calculated to be understood by the claimant, specific reasons for the
denial and specific references to the Plan provisions upon which the decision
is based. If written notice of the Administrator's decision on a request for
review, or of the fact that an extension of time is necessary for processing a
request, is not given to the claimant within the time prescribed in this
Section 12.4, the claim shall be deemed to have been denied on review.
13. GENERAL PROVISIONS.
13.1 NO EMPLOYMENT RIGHTS. Nothing contained in this Plan
shall in any way be construed as conferring upon a Participant the right to
continue as an Employee.
13.2 EFFECT OF INSOLVENCY/PARTICIPANTS ARE GENERAL CREDITORS.
Notwithstanding any other provision of this Plan, in the event of the
Insolvency of the Company, but not in any other circumstance, the assets of the
Trust shall be subject to the claims of the general creditors of the Company.
In such event, all Participants and Beneficiaries under this Plan shall
constitute unsecured general creditors of the Company with respect to amounts
otherwise payable hereunder and shall have no special or priority claim with
respect to the assets held in the Trust.
13.3 NO ASSIGNMENT OF RIGHTS. Except as set forth in Section
13.2 (dealing with the Insolvency of the Company) and as otherwise provided by
applicable law, the interest of any person in this Plan, in the Trust, or in
any distribution to be made under this Plan may not be assigned, pledged,
alienated, anticipated, or otherwise encumbered (either at law or in equity)
and shall not be subject to attachment, bankruptcy, garnishment, levy,
execution, or other legal or equitable process. Any act in violation of this
Section 13.3 shall be void.
13.4 INCAPACITY. If the Administrator determines that any
person is unable to handle properly any amounts payable under this Plan, the
Administrator may make any arrangement for payment on such person's behalf that
it determines will be beneficial to such person, including (without limitation)
the payment of such amounts to the guardian, conservator, spouse, or
dependent(s) of such person.
<PAGE> 9
13.5 SINGULAR/PLURAL. Wherever used herein, the singular
number or tense shall include the plural.
13.6 CHOICE OF LAW. This Plan and all rights hereunder shall
be interpreted and construed in accordance with ERISA, and, to the extent state
law is not preempted by ERISA, the laws of the State of California.
14. ADOPTION. To record the adoption of this amended and restated
Raychem Corporation Executive Deferred Compensation Plan, this document is
executed on behalf of the Board by an authorized officer this 15th day of
December, 1995.
/S/ RAYMOND J. SIMS
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Raymond J. Sims
Chief Financial Officer
