<PAGE> 1
As filed with the Securities and Exchange Commission on March 22, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
THE STANDARD PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 33-0549970
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2401 South Gulley Road, Dearborn, Michigan, 48124
(Address of Principal Executive Offices) (Zip Code)
--------------
STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
(Full title of the plan)
--------------
J. RICHARD HAMILTON
Secretary
The Standard Products Company
2401 South Gulley Road
Dearborn, Michigan 48124
(Name and address of agent for service)
(313) 561-1100
(Telephone number, including area code, of agent for service)
--------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered price per share offering price fee
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
$1 par value 400,000(1) $23.25(2) $9,300,000 $3,207
Plan Interests Indeterminate(3)
=================================================================================
<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the
Plan.
(2) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee. The fee with respect to 400,000
shares is based on $23.25 the average of the high and low sale prices
on March 18, 1996, of the registrant's Common Shares as reported on
the New York Stock Exchange.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Common Shares and plan interests registered by The
Standard Products Company (the "Company") pursuant to this Registration
Statement will be issued under the Company's Standard Products Individual
Retirement and Investment Trust Plan (the "Plan").
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (e) below are incorporated
by reference in the registration statement. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
a part hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995;
(b) The Plan's Form 11-K for the fiscal year ended June
30, 1995 filed on Form 10-K/A on December 26, 1995;
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the Annual Report on
Form 10-K referenced above, including the Form 10-Q for the quarter
ended September 30, 1995 and the Form 10-Q for the quarter ended
December 31, 1995;
(d) The information contained in the Company's Proxy
Statement dated September 8, 1995 for its Annual Meeting of
Shareholders held on October 16, 1995 that has been incorporated by
reference in the 1995 Form 10-K and was filed with the Commission on
Schedule 14A on September 8, 1995; and
(e) The description of the Company's Common Shares
contained in a registration statement filed with the Securities and
Exchange Commission under the Exchange Act, including any amendment or
report filed for the purpose of updating such documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Shares offered hereby has been
passed upon for the Company by Baker & Hostetler, Cleveland, Ohio. John D.
Drinko, a director of the Company and J. Richard Hamilton the Secretary of the
Company, are partners of Baker & Hostetler.
II-1
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code sets forth
conditions and limitations governing the indemnification of officers,
directors, and other persons.
Article VI, Section 1 of the Amended Code of Regulations, as
amended, of the Company contains certain indemnification provisions adopted
pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code.
The Company's Amended Code of Regulations, as amended, provides for the
indemnification of its officers, directors and employees and officers,
directors and employees of other corporations, partnerships, joint ventures,
trusts or other enterprises serving at the request of the Company against
expenses (including attorney's fees), judgments, decrees, fines, penalties and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending, or completed action, suit, or proceeding whether
civil, criminal, administrative or investigative, including all appeals, to
which they were or are parties or are threatened to be made parties by reason
of acting in such capacities, provided that it is determined, either (1) by a
majority vote of a quorum of disinterested directors of the Company, (2) by a
majority vote of the shareholders of the Company or (3) otherwise as provided
in Section 1701.13(E) of the Ohio Revised Code, that (a) they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interest of the Company; (b) in any action, suit, or proceeding by or in
the right of the Company, they were not, and have not been adjudicated to have
been negligent or guilty of misconduct in the performance of their duties to
the Company; and (c) with respect to any criminal action or proceeding, that
they had no reasonable cause to believe that their conduct was unlawful.
Section 1701.13(E) provides that to the extent a director, officer, employee,
or other person has been successful on the merits or otherwise in defense of
any such action, suit or proceeding, he shall be indemnified against expense
reasonably incurred in connection therewith. At present there are no claims,
actions, suits or proceedings pending where indemnification would be required
under these provisions, and the Company does not know of any threatened claims,
actions, suits or proceedings which may result in a request for such
indemnification.
The Registrant is permitted by its Code of Regulations to
maintain insurance on behalf of its directors and officers against any loss
arising from any claim asserted against them in such capacities, subject to
certain exclusions.
II-2
<PAGE> 4
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(a) The Standard Products Individual Retirement and
Investment Trust Plan, and related Trust Agreement
4(b) Amended and Restated Articles of Incorporation of The
Standard Products Company(1)
4(c) Amended Code of Regulations of The Standard Products
Company(2)
5 Opinion of Baker & Hostetler as to legality of the
Common Shares and interests in the Plan being
registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Baker & Hostetler (included in Opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
Opinion Concerning ERISA Requirements - in lieu of an
opinion, the Company undertakes that it will submit
or has submitted the Plan and any amendments thereto
to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required
by the IRS in order to qualify the Plan.
_______________________________
(1) Incorporated by reference from the Quarterly Report on Form 10-Q filed
on November 1, 1993, Exhibit 3a therein.
(2) Incorporated by reference from Form S-3 Registration Statement No.
33-62054 filed on May 3, 1993, Exhibit 3.2 therein.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or 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 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; and
II-3
<PAGE> 5
(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 further undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or
otherwise, 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 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 the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 6
SIGNATURES
THE REGISTRANT. 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 Cleveland and the State
of Ohio on this 18th day of March 1996.
THE STANDARD PRODUCTS COMPANY
By /s/ James R. Reid
------------------------------------
James R. Reid, Chairman and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose
signature appears below constitutes and appoints James S. Reid, Jr., Donald R.
Sheley, Jr. and J. Richard Hamilton, or any one of them, his trust and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all pre- or post-effective amendments to this
registration statement, and to file the same with all exhibits hereto, and
other documents in connection herewith, 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 or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them, or their
or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on March 18, 1996 by the following
persons in the capacities indicated below.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ James R. Reid
- ------------------------------------------ Director; Chairman and Chief
James R. Reid Executive Officer (Principal Executive Officer)
/s/ Bernard J. Theisen
- ------------------------------------------ Corporate Controller (Principal Accounting Officer)
Bernard J. Theisen
/s/ Theodore K. Zampetis
- ------------------------------------------ Director; President and Chief
Theodore K. Zampetis Operating Officer
/s/ Donald R. Sheley, Jr.
- ------------------------------------------ Vice President, Finance
Donald R. Sheley, Jr. & Chief Financial Officer
/s/ James C. Baillie
- ------------------------------------------ Director
James C. Baillie
</TABLE>
II-5
<PAGE> 7
/s/ Edward B. Brandon
__________________________________________ Director
Edward B. Brandon
/s/ John Doddridge
__________________________________________ Director
John Doddridge
/s/ John D. Drinko
__________________________________________ Director
John D. Drinko
/s/ Curtis E. Moll
__________________________________________ Director
Curtis E. Moll
/s/ Malcolm R. Myers
__________________________________________ Director
Malcolm R. Myers
__________________________________________ Director
Leigh H. Perkins, Sr.
/s/ Alfred M. Rankin, Jr.
__________________________________________ Director
Alfred M. Rankin, Jr.
/s/ Alan E. Riedel
__________________________________________ Director
Alan E. Riedel
/s/ John D. Sigel
__________________________________________ Director
John D. Sigel
/s/ W. Hayden Thompson
__________________________________________ Director
W. Hayden Thompson
II-6
<PAGE> 8
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Malvern,
Commonwealth of Pennsylvania on March 22, 1995.
STANDARD PRODUCTS INDIVIDUAL RETIREMENT
AND INVESTMENT TRUST PLAN
/s/ R. Gregory Barton
____________________________________
By: R. Gregory Barton
Title: Vice President - Legal
Vanguard Fiduciary Trust Company
II-7
<PAGE> 9
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
4(a) The Standard Products Individual Retirement and Investment Trust Plan
4(b) Amended and Restated Articles of Incorporation of The Standard Products Company(1)
4(c) Amended Code of Regulations of The Standard Products Company(2)
5 Opinion of Baker & Hostetler as to legality of the Common Shares and interests in the
Plan being registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
Opinion Concerning ERISA Requirements - in lieu of an opinion, the Company
undertakes that it will submit or has submitted the Plan and any amendments thereto to
the Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan.
</TABLE>
_______________________________
(1) Incorporated by reference from the Quarterly Report on Form 10-Q filed
on November 1, 1993, Exhibit 3a therein.
(2) Incorporated by reference from Form S-3 Registration Statement No.
33-62054 filed on May 3, 1993, Exhibit 3.2 therein.
<PAGE> 1
EXHIBIT 4A
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
(As Amended and Restated Effective July 1, 1990)
<PAGE> 2
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT TRUST PLAN
(As Amended and Restated Effective July 1, 1990)
The Standard Products Company, an Ohio corporation whose principal place of
business is at Cleveland, Ohio, hereby amends and restates, in its entirety,
effective as of July 1, 1990, the Standard Products Individual Retirement and
Investment Trust Plan, which was originally effective December 31, 1983, and
has been amended from time to time thereafter as set forth herein.
-i-
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Compensation Deferral Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.6 Credited Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.7 Depositing Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.8 Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.9 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.10 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.11 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.12 Employer Matched Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.13 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.14 Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.15 Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.16 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.17 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.18 Participant Elected Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.19 PAYSOP Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.20 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.21 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.22 Separation from Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.23 Special Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.24 The Standard Products Company Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.25 Transfer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.26 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.27 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.28 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.29 Voluntary Participant Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.30 Year of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 2 ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.1 Conditions of Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.2 Application for Depositing Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 3 DEPOSITS AND CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.1 Participant Elected Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.2 Employer Matched Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.3 Special Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.4 Time of Payment of Deposits and Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.5 Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.6 Transfer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.7 Return of Employer Contributions Due to a Mistake of Fact . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.8 Refunds and Distributions of Participant Elected Contributions and Employer Matched Contributions . . . . . . . 11
</TABLE>
-ii-
<PAGE> 4
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE 4 MAXIMUM CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.1 Limitation on Participant Elected Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.2 Limitation on Employer Matched Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.3 Combination and Adjustment Procedure for Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.4 Internal Revenue Code Section 415 Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 5 PAYSOP PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.1 Employer Contributions to PAYSOP Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.2 Time for Making Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.3 Valuation of Employer Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.4 Cash Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.5 Eligible Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.6 Allocation of PAYSOP Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.7 Limitations on Distributions of Employer Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.8 Nonforfeitable Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.9 Expenses of Establishing and Administering PAYSOP Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.10 Redetermination of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.11 Nondiscrimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 6 INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.1 Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.2 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.3 Investment of Participant and Transfer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.4 Investment of Employer and PAYSOP Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.5 Change of Investment Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.6 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.7 Valuation of Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.8 Registration and Voting of Employer Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE 7 SUSPENSION OF CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.1 Suspension at Participant's Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2 Automatic Suspension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE 8 PAYMENT OF BENEFITS AND WITHDRAWALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.1 Rights to Payment upon Death, Retirement, Disability or Other Separation from Service . . . . . . . . . . . . . 30
8.2 Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.3 Withdrawal of Benefits by Active Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8.4 Time of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.5 Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE 9 ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.1 Establishment of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.2 Plan Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.3 Statement of Participant's Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.4 Delivery of Notices, Reports and Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.5 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>
-iii-
<PAGE> 5
<TABLE>
<CAPTION>
Page
<S> <C>
9.6 Claims Review Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.7 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.8 Employment Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.10 Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ARTICLE 10 BENEFICIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.1 Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ARTICLE 11 AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.2 Merger, Consolidation or Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.3 Termination of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ARTICLE 12 NONASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
12.1 Spendthrift Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ARTICLE 13 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.1 Construction of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.2 Payments Due Infants or Incompetents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.3 Source of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.4 Text to Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.5 Delegation of Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
13.6 Unclaimed Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
13.7 Controlled Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE 14 TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14.2 Required Changes in Plan Provisions for Plan Years During Which the Plan Is Top-Heavy . . . . . . . . . . . . . 43
14.3 Definitions of Terms as Used in Article 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>
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<PAGE> 6
ARTICLE 1
---------
DEFINITIONS
-----------
Unless otherwise required by the context, the following definitions shall
control:
1.1 Account
- --- -------
"Account" means all the accounts established for a Participant under the Plan,
as described in Section 6.2.
1.2 Beneficiary
- --- -----------
"Beneficiary" means any individual, legal representative, estate or other
entity whether natural or legal, including the plural where appropriate,
entitled to receive any distribution hereunder upon the death of a Participant.
1.3 Code
- --- ----
"Code" means the Internal Revenue Code of 1986, as amended.
1.4 Committee
- --- ---------
"Committee" means the Plan Committee described in Section 9.2 hereof.
1.5 Compensation Deferral Agreement
- --- -------------------------------
"Compensation Deferral Agreement" means an arrangement pursuant to which the
Employee agrees to forgo receipt, pursuant to Section 3.l hereof, of a
stipulated percentage of his Compensation and the Employer agrees to contribute
to the Plan the amount so forgone as a Participant Elected Contribution.
1.6 Credited Compensation
- --- ---------------------
"Credited Compensation" means an Employee's compensation for the Plan Year, as
further defined in Section 414(s) of the Code, for any Employee who has
commenced participation in the Plan (whether or not he has become a Depositing
Participant). Credited Compensation shall specifically include compensation
deferred under a Compensation Deferral Agreement, as permitted by Section
414(s) of the Code. Credited Compensation shall also include compensation paid
to an Employee described in the last sentence of Section 1.10 by the foreign
subsidiary described in such sentence. For Plan Years commencing after
December 31, 1988, Credited Compensation of any Employee which is in excess of
(a) $200,000 (as such amount may be adjusted from time to time pursuant to Code
Sections 401(a)(17) and 415(d)) shall be disregarded for all Plan purposes, for
any Plan Year commencing after December 31, 1988, and (b) $150,000 (as such
amount may be adjusted from time to time pursuant to Code Section 401(a)(17))
shall be disregarded for all Plan purposes, for any Plan Year
-1-
<PAGE> 7
commencing after December 31, 1993. If the Plan determines Credited
Compensation on a period of time that contains fewer than twelve calendar
months, then the annual limit on compensation is amount equal to the annual
limit on compensation for the calendar year in which the compensation period
begins multiplied by the ratio obtained by dividing the number of full months
in the period by twelve.
In determining the Credited Compensation of a Participant for purposes of
the annual compensation limit, the rules of Code Section 414(q)(6) will apply,
except that the term "family" will include only the spouse of the Participant
and any lineal descendants of the Participant who have not attained age 19
before the close of the Plan Year. If, as a result of the application of the
rules of Code Section 414(q)(6), the adjusted annual compensation limit is
exceeded, then the annual compensation limit shall be prorated among the
affected individuals in proportion to each such individual's compensation, as
determined above prior to the application of the annual compensation limit.
1.7 Depositing Participant
- --- ----------------------
"Depositing Participant" means any Participant who elects to have Participant
Elected Contributions made on his behalf under the Plan.
1.8 Disability
- --- ----------
"Disability" means an actual and continuous physical or mental incapacity which
prevents the Participant from performing the duties required of him in his
customary and usual position with the Employer and which will presumably
continue for the remainder of his natural life, all as conclusively determined
by the Committee.
1.9 Effective Date
- --- --------------
"Effective Date" of this restated Plan means July 1, 1990.
1.10 Employee
- ---- --------
"Employee" means any salaried or hourly paid person employed by the Employer in
any capacity other than solely as a Director or solely as an independent
contractor, who receives compensation, and who is not represented by a
collective bargaining agent, unless a labor agreement has been adopted making
this Plan applicable to such person. Notwithstanding the preceding sentence,
Employee shall not include any person who becomes employed at any new division
or plant of the Employer which is acquired or established after December 31,
1983, except to the extent that the Employer's Board of Directors specifically
authorizes the participation of employees of any such new division or plant.
Notwithstanding the preceding sentence, effective January 1, 1995, The Holm
Industries, Inc. New Ulm hourly paid employees shall be eligible to participate
in the
-2-
<PAGE> 8
Plan. For purposes of the discrimination tests contained in Article 4,
Employee shall include only those Employees who are eligible to enter into a
Compensation Deferral Agreement. Notwithstanding any provision of this Section
1.10 to the contrary, Employee shall include a United States citizen employed
by a foreign subsidiary (as that term is defined in Section 3121(l)(8) of the
Code) of such Employer, provided: (a) the Employer has entered into an
agreement under Section 3121(l) of the Code to provide Social Security coverage
which applies to the foreign subsidiary of which such U.S. citizen is an
employee and which has not been terminated; and (b) contributions under a
funded plan of deferred compensation are not provided by any other person with
respect to the remuneration paid to such U.S. citizen by the foreign
subsidiary.
1.11 Employer
- ---- --------
"Employer" means The Standard Products Company ("Standard"), an Ohio
corporation. If applicable, the term Employer also includes any incorporated
subsidiary of Standard or affiliate controlled by Standard which is
specifically authorized to participate in this Plan by the Board of Directors
of Standard and also by the Board of Directors of such incorporated subsidiary
or affiliate. For purposes of the preceding sentence, the participation of
Westborn Warehouse, Inc., Oliver Rubber Company and Holm Industries, Inc. has
been authorized. Effective January 1, 1995, the participation of The "5"
Rubber Corporation has been authorized.
1.12 Employer Matched Contributions
- ---- ------------------------------
"Employer Matched Contributions" means those amounts contributed, pursuant to
Section 3.2 hereof, by the Employer which are expressed as a percentage of
Participant Elected Contributions (to the extent that a Participant's
Participant Elected Contributions do not exceed five percent (5%) of his annual
Compensation).
1.13 Entry Date
- ---- ----------
"Entry Date" means the first day of each pay period.
1.14 Gender
- ---- ------
Masculine pronouns refer to both males and females.
1.15 Highly Compensated Employee
- ---- ---------------------------
"Highly Compensated Employee" means for a given Plan Year, any Employee of the
Employer who is a highly compensated employee within the meaning of Section
414(q) of the Code and Section 1.414(q)-1T of the Treasury Regulations.
Generally, the term Highly Compensated Employee will include any Employee who
during such Plan Year (or the Plan Year preceding such Plan Year) either:
-3-
<PAGE> 9
(a) received compensation from employment with the Employer of more than
$50,000 (or such larger amount as may be designated by the Secretary of the
Treasury) and is among the top 20% of all Employees when ranked by
compensation;
(b) received compensation from such employment of more than $75,000 (or such
larger amount as may be designated by the Secretary of the Treasury);
(c) at any time directly or indirectly owned more than 5% of the value of
issued and outstanding shares of the Employer, or shares issued by (or
interest held in respect of) any Employer, as further described in Section
416(i) of the Code; or
(d) received compensation of more than 50% of the amount in effect for such
Plan Year under Section 415(b)(1)(A) of the Code and was at any time an
officer of an Employer.
For purposes of this Section 1.15, the term "compensation" shall be defined as
all remuneration paid for services as an Employee for such Plan Year as would
be reported on such Employee's Federal Form W-2, as further defined in Section
415(c)(3) of the Code and related regulations. In determining an individual's
compensation under this Section, compensation from each employer required to be
aggregated with the Employer under Code Sections 414(b), (c), (m) and (o) will
be taken into account. Also, at least one officer (i.e., the highest paid
officer) shall be treated as an officer in any event, and no more than 50
employees (or if less, the greater of three (3) or 10% of all such employees)
shall be treated as officers. Family members, former employees and officers
all shall be included to the extent required by Section 414(q)(6) of the Code.
Part-time, newly hired, seasonal and union employees shall be excluded for such
purposes, as permitted or required by Section 414(q)(8) of the Code and any
related regulations. Notwithstanding any provisions of this Section 1.15 to
the contrary, an Employee who is a Highly Compensated Employee only on account
of being described in paragraph (a), (b) or (d) hereof for the current Plan
Year shall be considered a Highly Compensated Employee only if he is one of the
one hundred (100) Employees with the highest compensation for the Plan Year. A
former Employee will be treated as a Highly Compensated Employee if such
Employee separated from service (or was deemed to have separated) prior to the
Plan Year, performs no service for the Employer during the Plan Year, and was a
Highly Compensated Employee for either the separation year or any Plan Year
ending on or after the Employee's 55th birthday.
If, during the Plan Year or the preceding Plan Year, an Employee is a family
member of either [1] a five percent owner who is an Employee or former
Employee; or [2] a Highly Compensated Employee who is one of the ten most
Highly Compensated Employees ranked on the basis of compensation paid by the
Employer during such year, then the family member and the five percent owner or
top-ten Highly Compensated Employee will be treated as one Employee
-4-
<PAGE> 10
receiving compensation and Plan contributions equal to the sum of such
compensation and contributions of both individuals. For purposes of this
Section, a family member includes the spouse, lineal ascendants and descendants
of the Employee or former Employee, and the spouses of such lineal ascendants
and descendants.
1.16 Hour of Service
- ---- ---------------
An "Hour of Service" means (i) each hour an Employee is paid, or entitled to
payment, by the Employer for the performance of duties during the applicable
computation period, with such Hours of Service being credited for the Plan Year
in which the duties were performed; (ii) each hour for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to by
the Employer on behalf of an Employee, with such Hours of Service being
credited for the Plan Year or Plan Years to which the award pertains; and (iii)
each hour for which an Employee is paid, or entitled to payment, by the
Employer on account of a period of time during which no duties are performed
due to vacation, holiday, illness, incapacity (including disability), layoff,
jury duty, military duty or leave of absence, but excluding payments for
medical or medically related expenses and payments under a plan maintained
solely for the purpose of complying with applicable workmen's compensation or
unemployment compensation and disability insurance laws; provided, however,
that not more than 501 Hours of Service shall be credited to an Employee under
this Section 1.16(iii) on account of any single continuous period during which
the Employee performs no duties for the Employer (whether or not such period
occurs in a single Plan Year). At the option of the Committee, an Employee who
is not compensated on an hourly basis may be credited with 45 Hours of Service
for each week in which such Employee would be credited with Hours of Service if
hourly paid.
Employment with any affiliate of the Employer under Code Sections 414(b), (c),
(m) and (o) will be treated as employment with the Employer for purposes of
eligibility and vesting under this Plan; provided, however that any individual
receiving credit for Hours of Service under this provision shall not be
eligible to participate in the Plan or eligible to receive an allocation of
contributions under the Plan unless the Employer so elects.
For purposes of eligibility to participate and vesting under the Plan, Hours of
Service will be credited for any individual considered a "leased employee"
under Code Section 414(n); provided, however, that any individual receiving
credit for Hours of Service under this provision shall not be eligible to
participate in the Plan or eligible to receive an allocation of contributions
under the Plan unless the Employer so elects.
1.17 Participant
- ---- -----------
"Participant" means an Employee who is participating in this Plan in accordance
with its provisions, including an eligible Employee
-5-
<PAGE> 11
sharing in the Employer's Special Employer Contributions, and also means any
former Employee who has had a Separation From Service but who has not received
his entire interest under the Plan.
1.18 Participant Elected Contributions
- ---- ---------------------------------
"Participant Elected Contributions" means those amounts that are subject to a
Compensation Deferral Agreement which a Depositing Participant has the Employer
contribute to the Plan out of Credited Compensation pursuant to Section 3.1.
1.19 PAYSOP Contributions
- ---- --------------------
"PAYSOP Contributions" means those amounts contributed, pursuant to Section 5.1
hereof, by the Employer.
1.20 Plan
- ---- ----
"Plan" means the Standard Products Individual Retirement and Investment Trust
Plan.
1.21 Plan Year
- ---- ---------
"Plan Year" means any July 1 through June 30 period.
1.22 Separation from Service
- ---- -----------------------
A "Separation from Service" occurs when an Employee is no longer performing
duties for the Employer for which he is entitled to receive compensation and is
not on an authorized leave of absence, layoff, vacation, sick or disability
leave, or jury duty, or working for a member of the controlled group of the
Employer as described under Section 414(b) of the Code. Any leave of absence
authorized by the Employer will be granted pursuant to uniform rules so that
all Employees under similar circumstances will be treated alike. In no event
shall an Employee on a maternity leave of absence incur a Separation from
Service until such Employee has been absent on such leave for a period equal to
the amount of time during which the Employee would otherwise have been credited
with 501 Hours of Service during the normal course of employment except for
such absence.
1.23 Special Employer Contributions
- ---- ------------------------------
"Special Employer Contributions" means those amounts contributed, pursuant to
Section 3.3 hereof, by the Employer.
1.24 The Standard Products Company Common Shares
- ---- -------------------------------------------
"The Standard Products Company Common Shares" or "Employer Common Stock" means
the Common Shares of The Standard Products Company.
-6-
<PAGE> 12
1.25 Transfer Contributions
- ---- ----------------------
"Transfer Contributions" means those amounts transferred to the Plan on behalf
of an Employee from another plan qualified under Section 401(a) of the Code,
and/or amounts consolidated with and into the Plan with another plan qualified
under Section 401(a) of the Code, all as described in Section 3.6 and Section
11.2.
1.26 Trust Fund
- ---- ----------
"Trust Fund" means the fund held by the Trustee in accordance with this Plan to
which deposits and contributions under this Plan will be made and out of which
benefits under this Plan will be provided.
1.27 Trustee
- ---- -------
"Trustee" means the trustee of the Trust Fund, as provided for in Section 9.1.
1.28 Valuation Date
- ---- --------------
"Valuation Date" means each business day as of which the Trustee shall
determine the value of the Trust Fund.
1.29 Voluntary Participant Contributions
- ---- -----------------------------------
"Voluntary Participant Contributions" means those amounts which a Depositing
Participant contributed to the Plan pursuant to Section 3.2 (as in effect prior
to the Effective Date). As of July 1, 1987, no further Voluntary Participant
Contributions are permitted.
1.30 Year of Service
- ---- ---------------
"Year of Service" means the completion of one or more Hours of Service in the
12-consecutive-month period commencing with the first day of an Employee's
employment with an Employer (or a member of its controlled group under Section
414(b) of the Code), or in any subsequent 12- consecutive-month period
beginning on an anniversary of an Employee's employment commencement date. An
Employee who completes one Hour of Service in such particular 12-consecutive
period shall be credited with one Year of Service on the last day of such
period irrespective of whether such Employee was employed on such date.
ARTICLE 2
---------
ELIGIBILITY AND PARTICIPATION
-----------------------------
2.1 Conditions of Eligibility
- --- -------------------------
(a) Every Employee (as of the Effective Date) shall be eligible to become a
Depositing Participant as of the first
-7-
<PAGE> 13
Entry Date following the date he commences employment with the Employer.
(b) In the case of any former Employee who is reemployed by an Employer (or
a member of its controlled group under Section 414(b) of the Code), the
following provisions shall apply in determining his eligibility to become a
Depositing Participant:
(i) If the Employee was eligible to participate in the Plan prior to his
Separation from Service or other termination of employment, he shall be
eligible to become a Depositing Participant on the first Entry Date
following his reemployment, provided he is an Employee on such Entry
Date;
(ii) If the Employee was not eligible to participate in the Plan prior to
his Separation from Service or other termination of employment, he
shall be eligible to become a Depositing Participant on the first
Entry Date following his fulfillment of the eligibility requirements
specified in Section 2.1(a), provided he is an Employee on such Entry
Date. For purposes of Section 2.1(a), all Years of Service
previously earned with an Employer (or an employer required to be
aggregated with the Employer under Code Sections 414(b), (c), (m) and
(o)) shall be reinstated.
2.2 Application for Depositing Participation
- --- ----------------------------------------
Participation in deposits and contributions under this Plan by Employees is
voluntary. In order to become a Depositing Participant, an Employee must apply
for such participation on a form prescribed by the Committee no later than
thirty (30) days prior to any Entry Date, except as may otherwise be authorized
by the Committee, and must make deposits hereunder as provided in Article 3.
ARTICLE 3
---------
DEPOSITS AND CONTRIBUTIONS
--------------------------
3.1 Participant Elected Contributions
- --- ---------------------------------
Subject to the provisions of Article 4, a Depositing Participant may, pursuant
to a Compensation Deferral Agreement, have the Employer contribute to the Plan
an amount which shall be known as Participant Elected Contributions, which
amount shall be not less than 1%, nor more than 10% (in whole percentages), of
his Credited Compensation while he is a Depositing Participant. A Depositing
Participant may change such percentage each Entry Date provided such Depositing
Participant notifies the Committee, in writing, at least fifteen (15) days
prior to such Entry Date and may otherwise suspend or resume Participant
Elected Contributions, but not retroactively, in accordance with Section
-8-
<PAGE> 14
7.1. Such contributions shall be allocated to the Account established for the
Depositing Participant. In any event, each Depositing Participant shall be
limited to a maximum of $7,000 of Participant Elected Contributions in any
calendar year, or such higher applicable limit as shall be prescribed by the
Secretary of the Treasury, from time to time, to reflect increases in the cost
of living pursuant to Section 402(g)(5) of the Code. Where a Depositing
Participant has reached his $7,000 limitation (or such higher limitation as
described in the preceding sentence) for a calendar year, his Participant
Elected Contributions shall be automatically suspended, but only until the
January 1 next following such suspension period. The Committee shall permit
Depositing Participants to adjust their Compensation Deferral Agreements, but
only prospectively, where necessary to reflect the $7,000 limitation, as
adjusted. Otherwise, Depositing Par-ticipants may only change such percentage
as described earlier in this Section 3.1.
3.2 Employer Matched Contributions
- --- -----------------------------
Subject to the provisions of Article 4, the Employer shall contribute to the
Trustee an amount referred to as Employer Matched Contributions, the amount of
which shall be a percentage of each Depositing Participant's Participant
Elected Contributions (subject to any adjustment in such Participant Elected
Contributions as required under Article 4) in accordance with the following
table:
Employer Matched Contributions,
as a Percentage of
Participant's Participant Elected Contributions
--------------------------------------
Participant Elected For Plan Years For Plan Years
Contributions as a Percentage Ending Prior Beginning on or
of Credited Compensation to July 1, 1990 After July 1, 1990
- ------------------------------ ----------------- -------------------
The first 2% 25% 75%
Next 3% (up to 5%) 25% 25%
Amounts above 5% -0- -0-
Such percentage may be increased (but not above 100%) or decreased by action of
the Employer's Board of Directors, provided that any decrease in such
percentage shall only be applicable to periods of time occurring after such
action by the Board of Directors and after advance notice to eligible
Employees. Such contribution on behalf of a given Depositing Participant shall
be allocated to the Account established for the Depositing Participant as soon
as practicable after the amount thereof has been determined, but in no event
later than 12 months following the end of the Plan Year to which such
contributions relate, and are subject to any adjustments required to be made to
Participant Elected Contributions pursuant to Section 4.1 hereof.
Notwithstanding any contrary provision of this Plan, the Employer shall not
make an Employer Matched Contribution with respect to any portion of a
Depositing Participant's Participant Elected
-9-
<PAGE> 15
Contribution in excess of five percent (5%) of such Depositing Participant's
Credited Compensation. Employer Matched Contributions may be paid to the
Trustee either in the form of cash or shares of Employer Common Stock, in which
case such shares shall be valued and otherwise satisfy the requirements as set
forth in Section 5.3.
3.3 Special Employer Contributions
- --- -----------------------------
Subject to the provisions of Section 4.4, the Employer may, to the extent it
may so determine, contribute to the Trustee on account of any Plan Year an
amount referred to as Special Employer Contributions. Special Employer
Contributions shall only be made on behalf of hourly-paid Employees (excluding
truck drivers paid by the mile) who have satisfied the eligibility requirements
for participation in the Plan (whether or not they have become Depositing
Participants) or on behalf of any lesser included nondiscriminatory group of
hourly Employees (such as those at a particular location). For each Plan Year
with respect to which Special Employer Contributions are made, the amount to be
contributed shall be determined by the Employer, and such amount shall be
allocated among the Accounts of affected hourly Employees in proportion to
their Hours of Service for that Plan Year; provided, only Hours of Service
credited to an Employee on or after the first Entry Date he satisfies the
eligibility requirements of Section 2.1 shall be used to calculate the
allocation. Notwithstanding any provision of the Plan to the contrary,
effective July 1, 1993, no Highly Compensated Employees shall receive an
allocation of Special Employer Contributions.
3.4 Time of Payment of Deposits and Contributions
- --- ---------------------------------------------
The contributions referred to in Sections 3.l and 3.2 with respect to any pay
period will be paid by the Employer to the Trustee with reasonable promptness
after the total of such deposits and contributions has been accurately and
finally determined; however, in no event shall any contribution under Section
3.1 be made later than thirty (30) days after the close of the Plan Year for
which it is attributable. The contributions referred to in Section 3.3, if
any, for any Plan Year will be paid by the Employer to the Trustee not later
than the time for filing the Federal income tax return of the Employer for its
concurrent taxable year (plus extensions).
3.5 Separate Accounts
- --- -----------------
The Committee shall maintain an individual Account for each Participant and for
each Beneficiary having an interest in the Trust Fund.
3.6 Transfer Contributions
- --- ----------------------
The Trustee is authorized to accept on behalf of an Employee, and hold as a
part of the Trust Fund, assets from a trustee of another plan qualified under
Section 401(a) of the Code, provided
-10-
<PAGE> 16
that such other plan permits such a transfer and provided that the Committee
approves such transfer from such other plan. The Trustee shall also accept and
hold as part of the Trust Fund, assets transferred from any other plan
qualified under Section 401(a) of the Code in connection with a merger or
consolidation of such plan with or into the Plan pursuant to Section 11.2. All
amounts so transferred to the Trust Fund shall be referred to herein as
"Transfer Contributions".
3.7 Return of Employer Contributions Due to a Mistake of Fact
- --- ---------------------------------------------------------
If any contribution is made by an Employer due to a mistake of fact, such
contribution shall, upon the written request of the Employer, be returned to
the Employer within one year after it is made. If the Internal Revenue Service
shall determine that the Employer has contributed an amount for any Plan Year
which is in excess of the amount which is deductible by it under Code Section
404 for such year, such contribution (to the extent the deduction is
disallowed) shall, upon written request of the Employer filed with the Trustee,
be returned to the Employer within one year after the deduction was disallowed.
If, upon the initial request for a favorable determination with respect to the
Plan, the Internal Revenue Service does not issue a determination which is (a)
satisfactory to the Employer, and (b) to the effect that the Plan and related
Trust satisfy the requirements of Sections 401(a) and 501(a) of the Code,
respectively, with respect to the Employer, or any corporation or business
organization which has adopted the Plan, then, notwithstanding any other
provision of the Plan or Trust, all contributions made by or on behalf of the
Employer, such corporation or such business organization shall, upon request,
be returned within one year after denial of qualification or receipt of a
favorable determination which is unsatisfactory to the Employer. Such returned
amount will not include any earnings attributable to the contribution and will
be reduced by net losses attributable to the contribution. All contributions
by the Employer to the Plan are declared to be conditioned upon both the
qualification of the Plan under Code Section 401 and the deductibility of such
contribution under Code Section 404.
3.8 Refunds and Distributions of Participant Elected
- --- ------------------------------------------------
Contributions and Employer Matched Contributions
------------------------------------------------
(a) If and when the Committee is notified by a Participant that such
Participant has excess deferrals, as that term is defined in regulations
under Section 402(g)(1) of the Code, and the Committee is notified of the
amount of such excess deferrals, the Committee shall thereupon distribute and
refund to such Participant such excess deferrals, together with any related
earnings. The amount of earnings shall be equal to the gain or loss
allocable to excess deferrals for the Participant's taxable year plus gain or
loss for the period between the end of the tax year and the date of
distribution of the excess deferrals. Income allocable to excess deferrals
for the taxable year is determined by
-11-
<PAGE> 17
multiplying income for the taxable year of investments in the Participant's
Participant Elected Contributions Account by a fraction, the numerator of
which is the amount of excess deferrals for the taxable year and the
denominator of which is the balance in the Participant's Participant Elected
Contributions Account as of the end of the taxable year, ignoring any gain or
loss for the taxable year. Income for the period between the end of the
taxable year and the date of distribution shall be equal to income for the
taxable year multiplied by ten per cent (10%) for each month between the end
of the taxable year and the actual distribution. A month will be counted
only if distribution is made after the fifteenth (15th) day of such month.
Such distributions shall, in any event, be made no later than the April 15
next following the close of such prior calendar year.
(b) Regardless of the application of Section 3.8(a) hereof, the Committee
shall independently determine for each Plan Year whether the requirements of
Sections 4.1 and 4.2 have been satisfied with respect to such Plan Year. If
and when the Committee determines, pursuant to Section 4.3 hereof, that
Participants who are Highly Compensated Employees have made excess
Participant Elected Contributions and/or were allocated excess Employer
Matched Contributions, the Committee shall first distribute and refund to
such Highly Compensated Employees, in the manner described in Section 4.3,
any excess Participant Elected Contributions, together with any related
earnings. The amount of earnings shall be equal to the gain or loss
allocable to excess Participant Elected Contributions for the Plan Year plus
any gain or loss allocable to excess Participant Elected Contributions for
the period between the end of the Plan Year and the date of distribution of
the excess Participant Elected Contributions. Income allocable to excess
Participant Elected Contributions for the Plan Year is determined by
multiplying income for the Plan Year on investments in the Participant's
Participant Elected Contributions Account, times a fraction, the numerator of
which is the Participant's excess Participant Elected Contributions
(determined in accordance with Sections 4.1 and 4.2 hereof), and the
denominator of which is the balance in the Participant's Participant Elected
Contributions Account at the end of the Plan Year, ignoring any gain or loss
for the Plan Year. Income for the period between the end of the Plan Year
and the date of distribution of the excess Participant Elected Contributions
shall be equal to the income determined in the preceding sentence multiplied
by ten percent (10%) for each month between the end of the Plan Year and the
distribution of excess Participant Elected Contributions. For purposes of
the preceding sentence, a month is counted only if distribution of excess
Participant Elected Contributions is made after the fifteenth (15th) day of
such month. To the extent the Committee also determines, pursuant to Section
4.3 hereof, that there are excess
-12-
<PAGE> 18
Employer Matched Contributions, the Committee shall cause such excess
Employer Matched Contributions (and any earnings thereon, computed in a
manner comparable to that prescribed above) to be distributed and refunded.
Distributions and refunds required by this Section 3.8(b) for a given Plan
Year shall, in any event, occur no later than two and one-half (2-1/2) months
following the close of such Plan Year.
(c) The Committee shall furnish the Employer with all relevant information
concerning distributions and refunds which are made under this Section 3.8,
which may be needed by the Employer to adjust the Employees' employment tax
and withholding records. Where necessary to comply with relevant federal
law, the Committee shall act as the Employer's agent for purposes of
withholding and depositing all or a portion of such funds as federal income
or employment taxes.
ARTICLE 4
---------
MAXIMUM CONTRIBUTIONS
---------------------
4.1 Limitation on Participant Elected Contributions
- --- -----------------------------------------------
Contributions by the Employer designated as Participant Elected Contributions
and any Employer Matched Contributions (included to the extent the Committee so
elects, and then, only to the extent permitted under Section 401(k)(3) of the
Code and Section 1.401(k)-1(b) of the Treasury Regulations) shall, for purposes
of determining the maximum Participant Elected Contributions, be expressed as a
percentage of Credited Compensation for each Depositing Participant and each
Employee who is eligible to be, but who is not, a Depositing Participant. Such
percentage, as described above, shall hereafter be referred to as the Actual
Deferral Percentage.
The Actual Deferral Percentage for Highly Compensated Employees for any Plan
Year shall not exceed the greater of (a) or (b) below:
(a) 125% of the Actual Deferral Percentage of Employees who are not Highly
Compensated Employees; or
(b) 200% of the Actual Deferral Percentage of Employees who are not Highly
Compensated Employees, provided that the Actual Deferral Percentage for
Highly Compensated Employees shall in no event exceed the Actual Deferral
Percentage for non-Highly Compensated Employees by more than Two (2)
percentage points.
The Actual Deferral Percentage for a specified group of Employees for a Plan
Year shall be the average of the ratios (calculated separately) ("Actual
Deferral Ratios") for each eligible Employee in such group of:
-13-
<PAGE> 19
(i) the amount of Participant Elected Contributions (determined before
application of Section 3.8) and any Employer Matched Contributions
included by the Committee pursuant to Section 4.3 (to the extent that
the Committee so elects, and then only to the extent permitted under
Section 401(k)(3) of the Code and Section 1.401(k)-1(b)(3) of the
Treasury Regulations) and actually paid to the Plan on behalf of each
such eligible Employee for such Plan Year, to
(ii) the Credited Compensation of each such eligible Employee for such
Plan Year.
The Actual Deferral Percentage for the Plan Year for any Highly Compensated
Employee who is eligible to have Participant Elected Contributions (and
Employer Matching Contributions, if such contributions are treated as
Participant Elected Contributions for purposes of the Actual Deferral
Percentage test) allocated to his or her Account under two or more arrangements
described in Code Section 401(k) that are maintained by the Employer will be
determined as if such Participant Elected Contributions (and, if applicable,
such Employer Matching Contributions) were made under a single arrangement. If
a Highly Compensated Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred arrangements
ending with or within the same calendar year will be treated as a single
arrangement.
For purposes of determining the Actual Deferral Percentage of a Participant who
is a five percent owner or one of the ten most Highly Compensated Employees,
the Participant Elected Contributions (and Employer Matching Contributions, if
treated as Participant Elected Contributions for purposes of the Actual
Deferral Percentage test) and Credited Compensation of such Participant will
include the Participant Elected Contributions (and, if applicable, Employer
Matching Contributions) and Credited Compensation for the Plan Year of any
family members, as defined in Code Section 414(q)(6). Family members of such
Highly Compensated Employees will be disregarded as separate Employees in
determining the Actual Deferral Percentage of any Employee.
4.2 Limitation on Employer Matched Contributions
- --- --------------------------------------------
Contributions designated as Employer Matched Contributions (to the extent the
Committee does not, or cannot elect to consolidate such contributions with
Participant Elected Contributions for the limitation purposes of Section 4.1,
but is required, or is allowed and elects, pursuant to Section 401(m) of the
Code, to apply the limitations of such Section to such contributions) shall,
for purposes of determining the maximum permissible contributions, be expressed
as a percentage of Credited Compensation for each Participant entitled to a
portion of such contributions. Such percentage, as described above, shall
hereinafter be referred to as the Actual Contribution Percentage.
-14-
<PAGE> 20
The Actual Contribution Percentage for Highly Compensated Employees for any
Plan Year shall not exceed the greater of (a) or (b) below:
(a) 125% of the Actual Contribution Percentage of Employees who are not
Highly Compensated Employees; or
(b) 200% of the Actual Contribution Percentage of Employees who are not
Highly Compensated Employees, provided that the Actual Contribution
Percentage for Highly Compensated Employees shall in no event exceed the
Actual Contribution Percentage of non-Highly Compensated Employees by more
than two (2) percentage points. The Actual Contribution Percentage for a
specified group of Employees for a Plan Year shall be the average of the
ratios (calculated separately) ("Actual Contribution Ratios") for each
eligible Employee in such group of:
(i) the sum of Employer Matched Contributions, to the extent not included
under Section 4.1 for such Plan Year, but actually paid to the Plan on
behalf of each such eligible Employee for such Plan Year and required
(or opted) to be taken into Account for purposes of this Section 4.2, to
(ii) the Credited Compensation of each such eligible Employee for such
Plan Year.
The Average Contribution Percentage for the Plan Year for any Highly
Compensated Employee who is eligible to have contribution percentage amounts
allocated to his or her Account under two or more arrangements described in
Code Section 401(k) that are maintained by the Employer will be determined as
if such contribution percentage amounts were made under a single arrangement.
If a Highly Compensated Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred arrangements
ending with or within the same calendar year will be treated as a single
arrangement.
For purposes of determining the contribution percentage of a Participant who is
a five percent owner or one of the ten most Highly Compensated Employees, the
contribution percentage amounts and Credited Compensation of such Participant
will include the contribution percentage amounts and Credited Compensation for
the Plan Year of any family members, as defined in Code Section 414(q)(6).
Family members of such Highly Compensated Employees will be disregarded as
separate Employees in determining the Actual Deferral Percentage of any
Employee.
4.3 Combination and Adjustment Procedure for Limitation
- --- ---------------------------------------------------
(a) The Committee shall first determine, on or about the end of each Plan
Year, whether there is a reasonable expectation that either (or both) the
Actual Deferral
-15-
<PAGE> 21
Percentage and/or the Actual Contribution Percentage will fail to satisfy the
tests contained in Sections 4.1 and 4.2 hereof. Upon making such
determination, the Committee shall be entitled to elect, to the extent
permitted by Section 401(k)(3)(C) and Section 401(m)(3) of the Code and the
regulations promulgated pursuant to Section 401(m)(3) of the Code, to combine
the requirements of Sections 4.1 and 4.2 hereof (in whole or in part) and to
determine on the basis of such recombined information whether certain Highly
Compensated Employees have excess Participant Elected Contributions and/or
have been allocated excess Employer Matched Contributions, which must be
distributed and/or refunded in accordance with Section 3.8 hereof.
(b)(i) Where the Committee does not elect to combine the requirements of
Sections 4.1 and 4.2 or elects to combine such requirements only in part
(thereby leaving, unaggregated, certain contributions which remain subject to
the requirements of Section 4.2 hereof), the Committee shall thereupon
determine under Section 4.1 whether there exist excess Participant Elected
Contributions and/or excess Employer Matched Contributions (to the extent not
used for Section 4.1 purposes). For this purpose, the excess contributions
with respect to each Highly Compensated Employee shall consist of the excess
(if any) of:
(I) the aggregate amount of all Participant Elected
Contributions (and any other contributions taken into
account) actually paid over to the Trustee on behalf of such
Highly Compensated Employee for such Plan Year and any
Employer Matched Contributions taken into account, over
(II) the maximum Actual Deferral Ratio for such Highly
Compensated Employee permitted under Section 4.1 (as
adjusted by other contributions added by this Section, and
taking into account any adjustments made under paragraphs
(ii) and (iii) below) multiplied by his Credited
Compensation.
(ii) If, under the tests described in Section 4.1, the Committee
determines under paragraph (i) hereof, that there are such excess
contributions with respect to a given Plan Year, the Committee
shall immediately suspend any Participant Elected Contributions and
other applicable contributions then payable (but not yet paid) to
the Trustee, and shall order the excess contributions for such Plan
Year to be distributed and refunded, along with related earnings,
to (or in respect of) Depositing Participants who are Highly
Compensated Employees, on the basis of the respective portions of
the excess contributions attributable to each
-16-
<PAGE> 22
such Employee, according to the "leveling method" as provided in
regulations promulgated under Sections 401(k) and 401(m) of the
Code.
(iii) When making adjustments under paragraphs (i) and (ii), above, for
excess contributions, the Committee shall distribute and refund to
(or in respect of) Depositing Participants who are Highly
Compensated Employees, in a manner described in Section 3.8(b), any
excess Participant Elected Contributions together with any related
earnings. Such excess Participant Elected Contributions and
related earnings shall first be distributed and refunded to the
Highly Compensated Employee with the highest Actual Deferral Ratio
until the Actual Deferral Ratio of such Highly Compensated Employee
is reduced (by reducing his Participant Elected Contributions) to
the Actual Deferral Ratio of the Highly Compensated Employee with
the next highest Actual Deferral Ratio or until the excess
determined pursuant to Section 4.1 has been completely refunded and
distributed. If after applying the preceding sentence, Section 4.1
is still not satisfied, then the excess Participant Elected
Contributions and related earnings of both such Highly Compensated
Employees shall be refunded and distributed until the Actual
Deferral Ratios of both such Highly Compensated Employees has been
reduced (by reducing Participant Elected Contributions) to the
Actual Deferral Ratio of the Highly Compensated Employee with the
next highest Actual Deferral Percentage, and so on until the Actual
Deferral Percentage of the group of all Highly Compensated
Employees satisfies the requirements of Section 3.8.
(iv) Following the completion of the tests required by Section 4.1, and
the making of the adjustments described in Section 3.8 and
paragraphs (i), (ii) and (iii) of this Section 4.3, the Committee
shall then test for compliance with Section 4.2 hereof, using any
previously unused Employer Matched Contributions for such purpose.
The Committee shall also use, for this test, any Participant
Elected Contributions not required to be considered in order to
satisfy the requirements of Section 4.1.
(v) If, under the tests described in Section 4.2, the Committee
determines under paragraph (i) hereof that there are such excess
Contributions with respect to a given Plan Year, the procedures
described in paragraphs (ii) and (iii) for suspending and adjusting
Participant Elected Contributions under Section 4.1 shall be
repeated
-17-
<PAGE> 23
with respect to such other contributions as are taken into
account under paragraph (iv) above, until the tests in Section 4.2
have been satisfied.
(c) In combining the tests required by Sections 4.1 and 4.2, the sum of the
Actual Deferral Percentage and the Actual Contribution Percentage for Highly
Compensated Employees may not exceed 125% of the greater of the Actual
Deferral Percentage or the Actual Contribution Percentage for Eligible
Employees who satisfy requirements of Article 2 hereof and who are not Highly
Compensated Employees, plus two percentage points more than the lesser of the
Actual Deferral Percentage or Actual Contribution Percentage for such
Eligible Employees who are not Highly Compensated Employees (limited to 200%
of such Actual Deferral Percentage or Actual Contributions Percentage). If
this test is not satisfied for any Plan Year, the Committee shall reduce
Participant Elected Contributions of Highly Compensated Employees, as
provided in paragraph (iii) hereof, until such test is satisfied; provided,
to the extent Revenue Procedure 89-65 (or subsequent regulatory guidance)
permits, alternative tests may be satisfied in lieu of the test provided
under this subparagraph.
(d) Amounts payable (but not yet paid) to the Trustee as Participant Elected
Contributions, in the event of a suspension ordered by the Committee, shall
instead be paid by the Employer to the Depositing Participant as regular
remuneration and treated as such. Amounts resulting from a reduction in a
Depositing Participant's Participant Elected Contributions and Employer
Matched Contributions shall be refunded as provided in Section 3.8 hereof.
4.4 Internal Revenue Code Section 415 Limitations
- --- ---------------------------------------------
(a) In no event shall the Annual Additions for a Participant under this
Plan, plus the Annual Additions for a Participant under all other defined
contribution plans maintained by the Employer, exceed the lesser of 25% of
the Participant's annual compensation as reported on his Federal Form W-2 (as
further defined in Section 415(c)(3) of the Code and related regulations), or
$30,000 (or, if greater, twenty-five percent (25%) of the dollar limitation
in effect under Section 415(b)(1)(A) of the Code). The limitation year shall
be the Plan Year. For purposes of this paragraph 4.4(a), "Annual Additions"
shall mean the total for the Plan Year of:
(i) Contributions by the Employer (including contributions described in
Section 402(e)(3) of the Code);
(ii) Employee contributions (other than rollover contributions and
contributions to a simplified
-18-
<PAGE> 24
employee pension excludable from gross income under Section
408(k)(6) of the Code);
(iii) Amounts allocated to an individual medical account, as defined in
Section 415(1)(2) of the Code, which is part of a pension or
annuity plan maintained by the Employer; and
(iv) Amounts attributable to medical benefits allocated to an account
established under Section 419A(d) of the Code.
If due to reasonable error in estimating a Participant's annual compensation,
an excess Annual Addition exists with respect to a Participant, such excess
will be disposed of in accordance with the following provisions of this
paragraph (a). A Participant's Annual Addition shall be reduced to the
extent necessary by (i) refunding Participant contributions (if any), (ii)
next, if and to the extent necessary, refunding Participant Elected
Contributions, and (iii) finally, if and to the extent necessary, reducing
the Special Employer Contributions (if any) which otherwise would be
allocated to his Account for such Plan Year. The amount of any such
reduction in Special Employer Contributions shall be allocated and
reallocated to the Accounts of other Participants, in accordance with the
method provided in Section 3.3 for allocating such Contributions (but only to
the extent that such allocation does not cause the Annual Addition with
respect to another Participant to exceed the lesser of the maximum
permissible Annual Addition or any other limitation provided in the Plan); to
the extent that such reductions cannot be allocated to other Participants'
Accounts, such reductions shall be returned to the Employer.
(b) If a Participant also is, or was, covered under a defined benefit plan
maintained, or contributed to, by the Employer and affiliates, the sum of the
amounts determined under (i) and (ii) may not exceed 1.0 in any limitation
year:
(i) The Participant's "defined benefit plan fraction", which is a
fraction, the numerator of which is the sum of the Participant's
projected annual benefits under all defined benefit plans (whether
or not terminated) maintained, or contributed to, by the Employer,
and the denominator of which is the lesser of (A) 1.25 times the
dollar limitation of Section 415(b)(1)(A) of the Code for the
limitation year, or (B) 1.4 times the Participant's average
compensation for the three consecutive years that produces the
highest average; and
(ii) The Participant's "defined contribution plan fraction," which is a
fraction, the numerator of
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<PAGE> 25
which is the sum of the annual additions (within the meaning of
Section 415(c)(2) of the Code) to the Participant's account under
all defined contribution plans (whether or not terminated)
maintained, or contributed to, by the Employer and affiliates for
the current and all prior limitation years (minus the amount, if
any, determined under Treasury Regulations issued pursuant to
Section 235(g) of the Tax Equity and Fiscal Responsibility Act of
1982), and the denominator of which is the lesser of the following
amounts determined for such year and for each prior year of service
with the Employer and affiliates:
(A) 1.25 times the dollar limitation in effect under Section
415(c)(1)(A) of the Code for such year, or
(B) 1.4 times the amount which may be taken into account under
Section 415(c)(1)(B) of the Code;
provided, however, that at the option of the Committee, the
amount taken into account as the denominator of the fraction for
any year ended after December 31, 1982 may be determined under the
special transition rule set forth in Section 415(e)(6) and, if
applicable, Section 416(h)(4) of the Code.
For purposes of (i) above, "projected annual benefits" means the annual
benefit to which the Participant would be entitled under the terms of the
defined benefit plan, if the Participant continued employment until normal
retirement age (or current age, if later) and the Participant's compensation
for the limitation year and all other relevant factors used to determine such
benefit remained constant until normal retirement age (or current age, if
later). If, in any limitation year, the sum of the defined benefit plan
fraction and the defined contribution plan fraction will exceed 1.0, the rate
of benefit accruals under the defined benefit plan will be reduced so that
the sum of such fractions equals 1.0.
ARTICLE 5
---------
PAYSOP PROVISIONS
-----------------
5.1 Employer Contributions to PAYSOP Fund
- --- -------------------------------------
For any Plan Year or short Plan Year, which overlaps all or part of calendar
years 1984 through 1987 and with respect to which the Employer makes an
election to claim an employee stock ownership
-20-
<PAGE> 26
credit pursuant to Section 41 of the Internal Revenue Code of 1954 (as then in
effect), the Employer shall make contributions to the PAYSOP Fund (such
contributions shall be referred to herein as "PAYSOP Contributions") in the
form of Employer Common Stock or cash, the aggregate value of which shall not
exceed the applicable percentage set forth below of the aggregate Credited
Compensation paid or accrued during such Plan Year to all Employees who have
satisfied the eligibility requirements for participation in the Plan, whether
or not they have become Depositing Participants, and who were Employees as of
the last pay period of the Plan Year for which such PAYSOP contributions are
made:
Aggregate Credited Compensation
Paid or Accrued During a Portion
of the Plan Year Occurring in Applicable
Calendar Year Below Percentage
-------------------------------- ----------
1984 0.5
1985 0.5
1986 0.5
1987 0.0
Such contributions made by the Employer shall be governed by the other
provisions of this Plan, unless otherwise provided in this Article 5.
5.2 Time for Making Contribution
- --- ----------------------------
The Employer shall make contributions to the PAYSOP Fund in the amounts
specified in Section 5.1 on or before the 30th day following the due date
(including extensions) for filing its Federal income tax return for the taxable
year coinciding with such Plan Year; provided, however, that in case the
Employer's credit (as determined under Section 41(a)(2) of the Internal Revenue
Code of 1954, as then in effect) exceeds the limitations of Paragraph (A) of
Section 41(b)(1) of the Internal Revenue Code of 1954, as then in effect,
(a) such Employer shall not be required to make that portion of
its contribution allocable to employee stock ownership credit
carrybacks of such excess credit sooner than the time otherwise
required by the foregoing provisions of this Section, and
(b) such Employer shall not be required to make that portion of
its contribution allocable to employee stock ownership credit
carryovers of such excess credit sooner than the due date (including
extensions) for the filing of the Employer's Federal income tax return
for the taxable year to which such portion is carried over.
-21-
<PAGE> 27
5.3 Valuation of Employer Common Stock
- --- ----------------------------------
For purposes of determining the number of shares of Employer Common Stock
required to be contributed under Section 5.1, Employer Common Stock contributed
to the Trust may be treasury shares or authorized and unissued shares of the
Employer and the value of any share of Employer Common Stock so contributed
shall be the average of the closing prices for such shares on the New York
Stock Exchange for the twenty (20) consecutive trading days immediately
preceding the date of contribution.
5.4 Cash Contributions
- --- ------------------
To the extent the contribution required by Section 5.1 is made in cash,
substantially all such cash shall be used to purchase new or existing shares of
Employer Common Stock on or before the 30th day following the day on which such
contribution is made pursuant to Section 5.2.
5.5 Eligible Employees
- --- ------------------
All Employees who have satisfied the eligibility requirements for participation
in the Plan (whether or not they have become Depositing Participants) who
receive Credited Compensation at any time during such Plan Year and who were
Employees as of the last pay period of such Plan Year shall be eligible to
share in PAYSOP Contributions for such Plan Year.
5.6 Allocation of PAYSOP Contributions
- --- ----------------------------------
(a) Subject to the requirements of Sections 4.3 and 5.11, the PAYSOP
Contribution for any Plan Year shall be allocated to each Participant in
substantially the same proportion as the amount of Credited Compensation paid
such Participant bears to the total Credited Compensation paid to all such
Participants.
(b) Notwithstanding any other provision of the Plan or Trust to the
contrary, the Trustee shall not allocate PAYSOP Contributions to Participants'
PAYSOP Contribution Accounts or distribute Participants' PAYSOP Contribution
Accounts until issuance of an initial determination by the Internal Revenue
Service which is (a) satisfactory to the Employer, and (b) to the effect that
the Plan and related Trust meet the requirements of Sections 401(a), 501(a) and
409 of the Code.
(c) Notwithstanding the foregoing provisions, the allocation to the
Account of any Participant which is attributable to the employee stock
ownership credit allowed under Section 41 of the Code may be extended over
whatever period may be necessary to comply with requirements of Section 415 of
the Code.
-22-
<PAGE> 28
5.7 Limitations on Distributions of Employer Common Stock
- --- -----------------------------------------------------
Except in the case of distributions made pursuant to Sections 8.1 and 8.2 of
the Plan, no Employer Common Stock allocated to a Participant's PAYSOP
Contribution Account pursuant to the provisions of Section 5.6 may be
distributed from that PAYSOP Contribution Account before the end of the 84th
month beginning after the month in which the Employer Common Stock is allocated
to such Account.
5.8 Nonforfeitable Rights
- --- ---------------------
An Employee's rights to Employer Common Stock or other property allocated to
his PAYSOP Contribution Account shall be nonforfeitable at all times, subject
to Section 5.12.
5.9 Expenses of Establishing and Administering PAYSOP Provisions
- --- -------------------------------------------------------------
(a) Unless paid by the Employer, there shall be paid from the PAYSOP
Fund so much of the amounts incurred in connection with establishment
of the PAYSOP Fund as does not exceed the sum of 10% of the first
$100,000 of the contribution that the Employers are required to make
to the PAYSOP Fund under Section 5.1 for the Plan Year in which the
Plan is established and 5% of any amount in excess of the first
$100,000 of such contribution.
(b) Unless paid by the Employer, there shall be paid from the PAYSOP
Fund so much of the amounts incurred during any Plan Year as expenses
of administering the PAYSOP Fund as does not exceed the smaller of (a)
$100,000 or (b) the sum of 10% of the first $100,000 and 5% of any
amount in excess of $100,000 of the income from dividends paid to the
PAYSOP Fund with respect to Employer Common Stock during such Plan
Year.
(c) As reimbursement for the expenses of establishing or
administering the Plan, the Employer may, in its discretion, withhold
from amounts required to be contributed to the PAYSOP Fund any portion
of such expenses paid by the Employer, but only to the extent that
such expenses could have been paid from the PAYSOP Fund pursuant to
subsection (a) or (b) of this Section.
(d) Any expenses of establishing or administering the PAYSOP Fund in
excess of the amounts permitted to be paid from the PAYSOP Fund
pursuant to subsection (a) or (b) of this Section shall be paid by the
Employer.
5.10 Redetermination of Credit
- ---- -------------------------
Amounts which are transferred to the Plan (because of the requirements of
Section 41(c)(1)(B) of the Internal Revenue Code of 1954, as then in effect)
shall remain in the Plan (and, if allocated under the Plan, shall remain as
allocated), even though
-23-
<PAGE> 29
part or all of the credit allowed under Section 44G of the Internal Revenue
Code of 1954, as then in effect (relating to employee stock ownership credit),
is redetermined; provided, however, in the case of any such final
redetermination,
(a) the Employer may reduce the amount required to be contributed
by the Employer pursuant to Section 5.1 for the Plan Year in which the
final redetermination occurs or any succeeding Plan Year by the amount
of the reduction of such credit, or
(b) the Employer may deduct such amount of the reduction of
such credit from Federal taxes on income pursuant to Section 404(i)(2)
of the Code.
5.11 Nondiscrimination
- ---- -----------------
Notwithstanding anything in this Article 5 to the contrary, no more than
one-third of the PAYSOP Contributions for any Plan Year shall be allocated to
the group of Employees consisting of
(1) officers of an Employer;
(2) shareholders owning more than 10% of an Employer's stock
(within the meaning of Section 415(c)(6)(B)(iv) of the Code);
or
(3) Employees described in Section 415(c)(6)(B)(iii) of the Code.
ARTICLE 6
---------
INVESTMENTS
-----------
6.1 Investment of Funds
- --- -------------------
(a) The Trust Fund shall be divided into Investment Funds which shall
include (i) the Equity Fund, (ii) the Fixed Income Fund, (iii) the
Balanced Fund, (iv) the Employer Common Stock Fund, (v) the Short-Term
Investment Fund, and (vi) the PAYSOP Fund. In addition, the Committee
may select or establish any other Investment Fund for investment of
any portion of the Trust Fund which it deems shall be for the benefit
of Participants and their Beneficiaries and which shall comply with
applicable law, including ERISA. Each Investment Fund (other than the
Employer Common Stock Fund and the PAYSOP Fund) may be invested in any
common or collective fund, whether established or maintained by the
Trustee or any other person, for the collective investment and
reinvestment of assets of pension and profit sharing trusts which are
exempt from Federal income taxation under the Code. Income on, and
proceeds of sales of, investments of each Fund shall be reinvested by
the Trustee in the same Fund.
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<PAGE> 30
(b) Participant Elected Contributions, Employer Matched
Contributions, Special Employer Contributions, PAYSOP Contributions
and Transfer Contributions shall be allocated to such Investment Funds
as hereinafter set forth. The Trustee (or Investment Manager) shall
hold, manage, administer, invest, reinvest, account for and otherwise
deal with the Trust Fund and each separate Investment Fund as provided
in the Trust Agreement.
(c) Anything in the Plan or Trust Agreement to the contrary
notwithstanding, the Trustee shall not sell, alienate, encumber,
pledge, transfer or otherwise dispose of, or tender or withdraw, any
Employer Common Stock held by it under the Trust Agreement, except (i)
as specifically provided for in the Plan or (ii) in the case of a
tender offer (as hereinafter defined) as directed in writing by a
Participant on a form provided or approved by the Committee and
delivered to the Trustee. For the purposes hereof, the term "tender
offer" shall mean (i) any offer for, or request for or invitation for
tenders of, or offer to purchase or acquire, any Employer Common Stock
that is directed generally to shareholders of the Employer or (ii) any
transaction which may be defined as a "tender offer" under rules or
regulations promulgated by the Securities and Exchange Commission.
Notwithstanding the foregoing provisions of this Section 6.1(c), since
Code Section 409(d) requires that Employer Common Stock allocated to a
Participant's PAYSOP Contributions Account may not be distributed from
that Account before the end of the 84th month beginning after the
month in which such Employer Common Stock is allocated thereto, the
Trustee is absolutely prohibited from tendering (in the case of a
tender offer) any Employer Common Stock held in any Participant's
PAYSOP Contributions Account which was allocated to such Account
within a period of 84 months before the commencement of such tender
offer. To the extent that any money or other property (other than
property which meets the definition of "employer securities" as set
forth in Code Section 409(1)) is received by the Trustee as a result
of a tender of shares, not prohibited by the preceding sentence, of
Employer Common Stock allocated to a Participant's PAYSOP
Contributions Account, such money or property shall be allocated to
such other Investment Fund or Funds, other than the PAYSOP Fund, in
increments of ten percent (10%), as directed by the Participant in
whose Account the shares of Employer Common Stock so tendered were
held.
(d) The Trustee may, in its own discretion, maintain in cash, without
obligation to credit interest thereon, such part of the assets of each
Investment Fund as it shall deem necessary or desirable for the proper
administration of such Fund. Any cash in any of the Funds may,
pending the disposition or investment of such cash for the purposes of
such Fund, be temporarily invested in government securities or other
short-term money market instruments. From time to
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<PAGE> 31
time the Trustee shall determine the income on all such temporary
investments for a period to be determined by the Trustee, and such
income shall be allocated to the respective Funds in such manner as
the Trustee shall determine. Such temporary investments may from time
to time be sold by the Trustee to provide cash for the purposes of
such Funds. Purchases and sales of investments for a Fund shall be
made by the Trustee in accordance with the provisions of the Trust.
6.2 Account
- --- -------
Each Participant shall have established for him Accounts to reflect his (1)
Participant Elected Contributions, if any (hereinafter referred to as the
"Participant Elected Contributions Account"), (2) Voluntary Participant
Contributions, if any (hereinafter referred to as the "Voluntary Participant
Contributions Account"), (3) Employer Matched Contributions, if any
(hereinafter referred to as the "Employer Matched Contributions Account"), (4)
Special Employer Contributions, if any (hereinafter referred to as the "Special
Employer Contributions Account"), (5) Transfer Contributions, if any
(hereinafter referred to as the "Transfer Contributions Account"), and (6)
PAYSOP Contributions, if any (hereinafter referred to as the "PAYSOP
Contributions Account"). The Participant Elected Contributions Account,
Voluntary Participant Contributions Account, Special Employer Contributions
Account and Transfer Contributions Account shall each be further subdivided and
separate records maintained showing the portion of each such Account invested
in each Investment Fund. Separate records also shall be maintained with
respect to each such Account showing the amount of contributions thereto,
withdrawals therefrom and the amount of income, expenses, gains and losses
attributable thereto. All such Accounts are referred to herein as a
Participant's "Account" and the interest of each Participant hereunder at any
time shall consist of the amount standing to his Account (as determined in
Section 6.7 below) as of the last preceding Valuation Date plus credits and
minus debits to such Account since that Date.
6.3 Investment of Participant and Transfer Contributions
- --- ----------------------------------------------------
Each Participant shall, by written direction to the Committee, direct that his
Participant Elected Contributions, Voluntary Participant Contributions and
Transfer Contributions (subject to any restrictions which the Committee may
impose on the investment of Transfer Contributions), if any, allocated to his
Account be invested in any one or more of the Investment Funds, except the
PAYSOP Fund. Such election shall designate the portion to be invested in each
such Fund in terms of the percentage to be so invested and each such percentage
shall be a multiple of ten percent (10%) thereof.
-26-
<PAGE> 32
6.4 Investment of Employer and PAYSOP Contributions
- --- -----------------------------------------------
All Employer Matched Contributions shall be invested in the Employer Common
Stock Fund. All PAYSOP Contributions shall be invested in the PAYSOP Fund.
All Special Employer Contributions shall be allocated among some or all of the
Equity Fund, Fixed Income Fund, Balanced Fund or Short-Term Investment Fund in
such proportions as the Committee, in its discretion, may decide.
6.5 Change of Investment Option
- --- ---------------------------
No more than four times in any Plan Year, a Participant may, by
telecommunication with the Trustee (to be confirmed by the Trustee in writing),
prospectively change his investment option under Section 6.3 with respect to
Participant Elected Contributions that become payable for future payroll
periods, effective with respect to those Participant Elected Contributions
received after the date when the Trustee receives new investment instructions
from the Participant. In addition, no more than four times in any Plan Year, a
Participant may, by telecommunication with the Trustee (to be confirmed by the
Trustee in writing), prospectively change his investment option with respect to
his Participant Elected Contributions Account, Voluntary Participant
Contributions Account and/or Transfer Contributions Account by directing
transfer(s) among the Investment Funds then available under the Plan, subject
in all cases to the provisions of Section 6.3, and further subject to such
restrictions on transfers between Investment Funds as may from time to time be
imposed by the Committee and/or the Trustee.
6.6 Reports
- --- -------
The Committee shall cause reports to be made at least annually to each
Participant as to the value of his Account. In addition, the Committee shall
cause such a report to be made to each Participant following his Separation
from Service.
6.7 Valuation of Investment Funds
- --- -----------------------------
(a) As of each Valuation Date, the Trustee shall determine the value
of each Investment Fund in accordance with subsection (d) of this
Section 6.7. The Trustee shall determine, from the change in value of
each Investment Fund between the current Valuation Date and the last
preceding Valuation Date, the net gain or loss of such Investment Fund
during such period resulting from expenses paid (including the fees
and expenses of the Trustee and Investment Manager, if any, which are
to be charged to such Fund in accordance with the terms of the Plan or
Trust Agreement) and realized and unrealized earnings, profits and
losses of such Investment Fund during such period. The transfer of
funds to or from an Investment Fund pursuant to Section 6.5,
contributions allocated to an Investment Fund and payments,
distributions and withdrawals from an Investment Fund to provide
benefits under the Plan for Participants or Benefi-
-27-
<PAGE> 33
ciaries shall not be deemed to be earnings, profits, expenses or
losses of the Investment Fund.
(b) As of each Valuation Date, the net gain or loss of each
Investment Fund determined pursuant to subsection (a) of this Section
6.7 shall be allocated as of such Valuation Date by the Trustee to the
Accounts of Participants in such Investment Fund in proportion to the
amounts (before adjusting for credits or debits to be made as of such
Valuation Date) of each such Participant's Account invested in such
Investment Fund to all such Participant Accounts invested in such
Investment Fund on such Valuation Date.
(c) Except as may otherwise be provided by the Committee, Participant
Elected Contributions, and Transfer Contributions shall be credited to
each Participant's Account and allocated in accordance with the
investment option chosen by such Participant to one or more of the
Investment Funds as of the first Valuation Date after the Trustee has
received such Contributions and appropriate instructions as to the
allocation of such Contributions between the Investment Funds.
Employer Matched Contributions shall be allocated to the Employer
Common Stock Fund and credited to Participants' Accounts in accordance
with Section 3.3 as of the first Valuation Date after the Trustee has
received such Contributions. PAYSOP Contributions, if any, shall be
allocated to the PAYSOP Fund and credited to Participants' Accounts in
accordance with Section 5.6 as of the first Valuation Date after the
Trustee has received such Contributions. Special Employer
Contributions, if any, shall be allocated to the appropriate
Investment Funds in accordance with Section 6.4 and shall be credited
to Participants' Accounts in accordance with Section 3.3 as of the
first Valuation Date after the Trustee has received such
Contributions.
(d) The Trustee shall determine the value of each Investment Fund as
of each Valuation Date in the following manner:
(i) All securities and other property held in each such
Fund shall be valued at fair market value, or if the
market value is not readily ascertainable, at such
amount as shall be deemed by the Trustee to represent
the fair value thereof;
(ii) To the value thus determined there shall be added (1)
interest accrued but not collected on any
interest-bearing obligation and dividends declared
but not collected on any stock, which, if sold, would
be sold ex-dividend and (2) the uninvested cash
balance of such Fund; and
(iii) From the aggregate value so obtained there shall be
deducted any reserve for contingencies or
unliquidated liabilities which the Trustee
-28-
<PAGE> 34
concludes are appropriate under sound accounting
principles.
(e) The reasonable and equitable decision of the Trustee as to the
value of each Investment Fund as of each Valuation Date shall be
conclusive and binding upon all persons having any interest, direct or
indirect, in such Investment Fund.
6.8 Registration and Voting of Employer Common Stock
- --- ------------------------------------------------
All shares of Employer Common Stock acquired by the Trustee shall be held in
the possession of the Trustee until disposed of pursuant to the provisions of
the Plan or the Trust Agreement. Such shares may be registered in the name of
the Trustee or its nominee. Before each annual or special meeting of the
Employer's shareholders, the Trustee shall send to each Participant a copy of
the proxy solicitation material therefor, together with a form requesting
confidential instructions to the Trustee on how to vote the shares of Employer
Common Stock credited to his Account. Upon receipt of such instructions the
Trustee shall vote the shares as instructed. Any shares of Employer Common
Stock held in Participants' PAYSOP Contribution Accounts, as to which the
Trustee does not receive instructions from Participants, shall not be voted.
The Trustee shall vote all other Employer Common Stock in its possession
(including shares, other than those held in PAYSOP Contribution Accounts, for
which it does not receive instructions from Participants) pro rata in
accordance with the instructions it has received from Participants.
ARTICLE 7
---------
SUSPENSION OF CONTRIBUTIONS
---------------------------
7.1 Suspension at Participant's Request
- --- -----------------------------------
Upon fifteen (15) days' prior written notice to the Committee and in accordance
with regulations prescribed by the Committee, a Participant's Participant
Elected Contributions from time to time may be suspended, effective with the
start of the next payroll period after said fifteen (15) days or such earlier
time as may be fixed by the Committee, for a period of not less than six (6)
months following the effective date of the suspension. A Participant who has
suspended Participant Elected Contributions may resume such contributions
effective as of any Entry Date following the end of the suspension period, upon
filing written notice with the Committee at least fifteen (15) days prior to
such Entry Date.
7.2 Automatic Suspension
- --- --------------------
A Participant's Participant Elected Contributions will be automatically
suspended during any unpaid leave of absence (including military leave other
than a training period not exceeding fifteen (15) days) or temporary layoff.
Contributions suspended pursuant to this Section 7.2 by reason of such unpaid
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<PAGE> 35
leave of absence or layoff, shall be automatically resumed, without the
necessity of any action by the Participant, upon his return to employment at
the expiration of such suspension period.
ARTICLE 8
---------
PAYMENT OF BENEFITS AND WITHDRAWALS
-----------------------------------
8.1 Rights to Payment upon Death, Retirement, Disability
- --- ----------------------------------------------------
or Other Separation from Service
--------------------------------
(a) Right to Distribution. In the event of a Participant's
Separation from Service (by retirement, death, permanent disability or
otherwise), he shall be entitled to receive a distribution of his
total Account under the Trust Fund as of the Valuation Date
immediately preceding such distribution. Any amount payable by the
Trustee to a Participant, under the provisions hereof, which is unpaid
at the date of his death, shall be paid to his Beneficiary as
hereinafter provided.
(b) Vesting. At all times each Participant shall have a
nonforfeitable right to accrued benefits in his total Account derived
from his Participant Elected Contributions, Voluntary Participant
Contributions, Employer Matched Contributions, Special Employer
Contributions, Transfer Contributions and PAYSOP Contributions.
8.2 Distribution
- --- ------------
A Participant or Beneficiary entitled to receive a distribution pursuant to the
provisions of Section 8.1 shall be paid at the time and in the manner
hereinafter provided:
(a) a Participant who is entitled to a distribution under the
provisions of Section 8.1 upon a Separation from Service occurring for
any reason other than death shall, at his option, have payment of the
accrued benefits in his total Account commence at the time and in the
manner hereinafter provided, under one of the following methods:
(i) in a lump sum in cash within sixty (60) days after
the close of the Plan Year in which the Participant
had a Separation from Service, with appropriate
adjustments at each Valuation Date for the income and
changing values of each Account; or
(ii) in equal, or nearly equal, quarterly installments
over a fixed period which shall not exceed the joint
life expectancy of the Participant and his spouse.
The life expectancy of a Participant and his spouse
shall be determined in accordance with a standard
mortality table in general use. All installment
contributions shall be made on a pro-
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<PAGE> 36
rata basis from the Participant's total Account
balance as held in the various Funds described in
Section 6.1. Such installments shall be paid
beginning with the first calendar quarter immediately
following the Participant's Separation from Service
with appropriate adjustments at the end of each
calendar quarter for the income and changing values of
the Account; provided, however, that if a Participant
should elect early retirement under the provisions of
a retirement plan of the Employer in which he is a
participant, the Participant may request that the
Committee defer the commencement of his benefits until
not later than the first day of the calendar quarter
following his normal retirement date as determined in
the Employer's retirement plan (which in no event may
be later than the Participant's sixty-fifth (65th)
birthday). Such a request must be filed in writing
with the Committee at least thirty (30) days prior to
the Participant's early retirement date or at such
other time as may be acceptable to the Committee.
In the event of the death of a Participant prior to the distribution
to him of all accrued benefits in his total Account, the undistributed
portion of such Account shall be paid to his beneficiary in accordance
with one of the alternative forms of payment specified in subsection
(b) of this Section 8.2. Moreover, notwithstanding the preceding
provisions of this Section 8.2, if a Participant dies before his
entire interest in the Plan has been paid to him, then the remaining
portion of such interest shall be distributed at least as rapidly as
the method of distribution being used as of the date of his death.
(b) where a Participant is entitled to a distribution under the
provisions of Section 8.1 by reason of his death, the accrued benefit
in his total Account shall be paid to his Beneficiary either in a
single lump sum payment in cash or in equal or nearly equal quarterly
installments over a fixed period not exceeding:
(i) if the Beneficiary is the deceased Participant's
surviving spouse, the Beneficiary's remaining life
expectancy at the time installment payments begin,
(ii) if the Beneficiary is other than the deceased
Participant's surviving spouse, five (5) years from
the Participant's death, or
(iii) such shorter fixed period as the Beneficiary may
request. Distributions of a Participant's accrued
benefit in his total Account under this subsection
(b) shall not commence later than sixty (60) days
-31-
<PAGE> 37
after the end of the Plan Year in which a
Participant's death occurs.
(c) any Participant or Beneficiary who becomes entitled to receive
a distribution under Section 8.1 may demand that his PAYSOP
Contributions Account be distributed in the form of Employer Common
Stock (excluding any fractional share interest, which shall be paid in
cash).
(d) Notwithstanding anything herein to the contrary, distribution
of benefits to a Participant shall be made or commence not later than
April 1 of the calendar year which follows the calendar year in which
he attained age 70-1/2; provided, however, that neither the foregoing
nor the provisions of subsection (a) hereof shall preclude
distributions under a designation (before January 1, 1984) by any
employee in accordance with the designation described in Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 (as
in effect before amendments made by the Deficit Reduction Act of
1984). If distribution is made in installments, the amount of each
installment shall be not less than the quotient obtained by dividing
the undistributed benefits by the number of remaining installments.
8.3 Withdrawal of Benefits by Active Employees
- --- -------------------------------------------
(a) Upon 30 days prior written notice to the Committee, effective as
of the next succeeding Valuation Date, but not more often than once in
any Plan Year, an Employee may elect to withdraw in cash an amount
equal to all or part of his Voluntary Participant Contributions
Account. In no event shall any such withdrawal be less than One
Thousand Dollars ($1,000), if the withdrawal is less than the total
Voluntary Participant Contributions Account.
(b) Upon 30 days prior written notice to the Committee, but not
more often than once in any twenty-four (24) month period, an Employee
may apply to withdraw in cash, based upon the establishment of a
Hardship, a portion of the balance in his Participant Elected
Contributions Account, but in no event shall distribution of a sum
less than One Thousand Dollars ($1,000) be permitted. The portion of
a Participant's Participant Elected Contributions Account that may be
distributed on account of a Hardship shall be limited to amounts
actually contributed to the Plan pursuant to a Compensation Deferral
Agreement, plus any amounts earned on such contributions prior to
January 1, 1989. Notwithstanding the preceding sentence, the amount
of a Hardship Distribution shall be limited to the amount reasonably
necessary to satisfy an Immediate and Heavy Financial Need. Following
a Hardship Distribution to a Participant, no Participant Elected
Contributions shall be permitted with respect to such Participant
until the first Entry Date at
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<PAGE> 38
least 12 months following the date of such Hardship Distribution.
(i) For purposes of this subsection (b) a Hardship shall be any
situation in which a Participant requires a distribution from
the Plan to satisfy an Immediate and Heavy Financial Need. A
distribution shall be considered necessary to satisfy an
Immediate and Heavy Financial Need if the need cannot be
relieved:
(I) through reimbursement or compensation by insurance or
otherwise;
(II) by reasonable liquidation of the Participant's assets
to the extent such liquidation would not itself
result in an Immediate and Heavy Financial Need;
(III) by cessation of Participant Elected Contributions
under the Plan; or
(IV) by other distributions or nontaxable loans from plans
maintained by the Employer or by any other employer,
or by borrowing from commercial sources on reasonable
commercial terms.
(ii) For purposes of this subsection (b), an Immediate and Heavy
Financial Need is any immediate and heavy financial need of a
Participant, as that phrase is defined in Section
1.401(k)-1(d)(2) of the Treasury Regulations and revenue
rulings published or to be published by the Internal Revenue
Service, and specifically includes any financial need
occasioned by the following:
(I) medical expenses incurred by the Participant, the
Participant's spouse, or any dependent of the
Participant;
(II) the purchase of a principal residence for the
Participant;
(III) payment of tuition for the next semester or quarter
of post-secondary education for the Participant, his
or her spouse, children or dependents; and
(IV) the need to prevent the eviction of the Participant
from his principal residence or foreclosure on the
mortgage of the Participant's principal residence.
(iii) Notwithstanding Section 3.1 hereof, if a Participant receives
a Hardship Distribution pursuant to this Section 8.3(b) in any
calendar year, then the maximum
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<PAGE> 39
amount such Participant may have the Employer contribute to the
Plan pursuant to a Compensation Deferral Agreement in the
following calendar year shall be Seven Thousand Dollars
($7,000) (as adjusted pursuant to Section 3.1), reduced by the
total amount of Participant Elected Contributions contributed
to the Plan on behalf of such Participant during the calendar
year in which such Participant received a Hardship
Distribution.
8.4 Time of Payment
- --- ---------------
Any payment called for under Article 8 hereof shall be made or commenced at the
time prescribed in the Plan, except that where a Participant has died and the
Committee has not determined the Beneficiary or legal representative entitled
to payment, the Committee shall make payment as soon as possible after such
person has been determined. Unless otherwise elected by the Participant in
writing, payment of his benefits must commence not later than the sixtieth
(60th) day after the close of the Plan Year in which occurs his attainment of
age 65 or his Separation from Service, whichever is later; provided, under all
circumstances, payment of Plan benefits shall commence in accordance with (and
the method of payments shall satisfy) the required distribution rules of
Section 401(a)(9) of the Code and Treasury Regulations thereunder.
8.5 Direct Rollovers
- --- ----------------
(a) This Section 8.5 applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under
this part, a Distributee of an Eligible Rollover Distribution of at
least Two Hundred Dollars ($200) may elect, at the time and in the
manner prescribed by the Committee, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover; provided, however,
that if any portion of an Eligible Rollover Distribution is to be paid
to the Distributee, the portion of an Eligible Rollover Distribution
paid to the Eligible Retirement Plan must be at least Five Hundred
Dollars ($500). A Distributee who has been given a timely notice and
explanation of his rights under this Section 8.5, and who fails to
make an affirmative election to have his Eligible Rollover
Distribution paid to an Eligible Retirement Plan shall be presumed to
have elected to have his benefit paid directly to him. The election
by a Distributee with respect to one of a series of periodic payments
shall be deemed to apply to all subsequent payments in that series.
Such election by the Distributee, however, shall be revocable at any
time. In the event this provision is not at any time in the future
required as a condition for plan qualification under Code Section
401(a),
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<PAGE> 40
it shall automatically be deemed null, void, and of no force or
effect.
For purposes of this Section 8.5, the following words and phrases
have the meanings ascribed to them below.
(i) Eligible Rollover Distribution: An Eligible Rollover
Distribution is any distribution of all or any portion of the balance
to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include: any distribution that is one of a
series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the
Distributee and the Distributee's designated beneficiary, or for a
specified period of ten (10) years or more; any distribution to the
extent such distribution is required under Code Section 401(a)(9); and
the portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(ii) Eligible Retirement Plan: An Eligible Retirement Plan
is an individual retirement account described in Code Section 408(a),
an individual retirement annuity plan described in Code Section 403(a),
or a qualified trust described in Code Section 401(a), that accepts the
Distributee's Eligible Rollover Distribution. However, in the case of
an Eligible Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual
retirement annuity.
(iii) Distributee: A Distributee includes an employee or
former employee. In addition, the employee's or former employee's
surviving spouse and the employee's or former employee's spouse or
former spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p), are distributees
with regard to the interest of the spouse or former spouse.
(iv) Direct Rollover: A Direct Rollover is a payment by the Plan to
the Eligible Retirement Plan specified by the Distributee.
ARTICLE 9
---------
ADMINISTRATION
--------------
9.1 Establishment of Trust
- --- ----------------------
Standard shall execute a Trust Agreement with a Trustee selected by Standard by
action of its Board of Directors, and the Trustee so selected shall serve as
Trustee until otherwise replaced or
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<PAGE> 41
said Trust Agreement is terminated. Standard may from time to time enter into
such further agreements with the Trustee or other parties and make such
amendments to said Trust Agreement as it may deem necessary or desirable to
carry out this Plan. Any and all rights or benefits which may accrue to a
person under this Plan shall be subject to all the terms and provisions of the
Trust Agreement.
9.2 Plan Committee
- --- --------------
Standard's Board of Directors will appoint at least three (but no more than
five) persons to serve, until such appointments are terminated by the Board or
otherwise, as members of the Standard Products Individual Retirement and
Investment Trust Plan Committee. Vacancies in the Committee arising by
resignation, death, removal or otherwise shall be filled by Standard's Board of
Directors. The Committee shall be considered a "named fiduciary" within the
meaning of ERISA. The following provisions shall be applicable to the
Committee:
(a) Any member of the Committee may resign by delivering his
written resignation to the Board, and such resignation shall become
effective at delivery or at any later date specified therein. No
member of the Committee shall receive any remuneration for his
services in that capacity. If otherwise eligible, the fact that an
Employee is a member of the Committee shall not preclude him from
participating in the Plan. No member of the Committee shall act or
participate in any action of the Committee directly affecting his own
Account under the Plan that is not of general application to all
Participants. The Committee may elect a Chairman from their number,
and a Secretary and such other officers as the Committee may
determine, who may, but need not, be members of the Committee, and who
shall serve at the will of the Committee.
(b) The Committee will operate and administer the Plan and shall
have all powers and discretionary authority necessary to accomplish
that purpose, except such as are reserved by the Plan to an Employer's
Board of Directors, will determine all questions arising under or in
connection therewith, and may from time to time prescribe and amend
regulations for such administration. Whenever directions,
designations, applications, requests or other notices are to be given
by a Participant under the Plan, they shall be on forms prescribed by
the Committee and shall be filed in such manner as shall be specified
by the Committee.
(c) Without limiting the powers set forth in Section 9.2(b), the
Committee shall have the power (i) with the consent of the Board of
Directors of Standard to change or waive any requirements of the Plan
to conform with law or to meet special circumstances not anticipated
or covered in the Plan; (ii) to determine the times and places for
holding meetings of the Committee and the notice to be given of such
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<PAGE> 42
meetings; (iii) to employ such agents and assistants, such counsel
(who may be of counsel to Standard) and such clerical and other
services as the Committee may require in carrying out the provisions
of the Plan; and (iv) to authorize one or more of their number or any
agent to execute or deliver any instrument on behalf of the Committee,
except that all requisitions for funds from the Trustee shall be
signed by two members of the Committee.
(d) The majority of the members of the Committee in office shall
constitute a quorum for the transaction of business at a meeting.
Action of the Committee as to all matters requiring the exercise of
discretion by the Committee shall, if taken at a meeting of the
Committee, be by the vote of a majority of the members of the
Committee attending such meeting (a quorum being present) and, if not
taken at a meeting, be by the agreement of a majority of the members
of the Committee. Ministerial powers in connection with the
administration of the Plan may be delegated by the Committee to any
member or members thereof or to such agent or agents as it may select.
The members of the Committee and the Employer and its officers and directors
shall be entitled to rely upon all valuations, certificates and reports
furnished by the Trustee, upon all certificates and reports made by an
accountant and upon all opinions given by any legal counsel selected or
approved by the Committee, and the members of the Committee and the Employer
and its officers and directors shall, except as otherwise provided by law, be
fully protected in respect of any action taken or suffered by them in good
faith in reliance upon any such valuations, certificates, reports, opinions or
other advice of the Trustee or any such accountant or counsel.
9.3 Statement of Participant's Account
- --- ----------------------------------
The Committee shall, as soon as practicable after the end of each Plan Year,
mail to each Participant a statement setting forth the Account of such
Participant in the respective Funds as of the end of such Plan Year. Such
statement shall be deemed to have been accepted as correct unless written
notice to the contrary is received by the Committee within thirty (30) days
after the mailing of such statement to the Participant.
9.4 Delivery of Notices, Reports and Statements
- --- -------------------------------------------
(a) All notices, reports and statements given, made, delivered or
transmitted to a Participant shall be deemed duly given, made,
delivered or transmitted when mailed, by such class as the sender may
deem appropriate, with postage prepaid and addressed to the
Participant at the address last appearing on the records of the
Employer with respect to this Plan.
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<PAGE> 43
(b) All notices, directions or other communications given, made,
delivered or transmitted by a Participant to the Trustee or Committee
shall not be deemed to have been duly given, made, delivered,
transmitted or received unless and until actually received by the
designated recipient.
9.5 Claims Procedure
- --- ----------------
Claims for benefits under the Plan shall be filed, on forms supplied by the
Committee, with the Committee or its designee. Written notice of the
disposition of a claim shall be furnished the claimant within thirty (30) days
after the application therefor is filed. In the event the claim is denied, the
reasons for the denial shall be specifically set forth, pertinent provisions of
the Plan shall be cited and, where appropriate, an explanation as to how the
claimant can perfect the claim will be provided.
9.6 Claims Review Procedure
- --- -----------------------
Any Employee, former Employee, or Beneficiary of either, who has been denied a
benefit, or feels aggrieved by any other action of the Committee, the Employer
or the Trustee, shall be entitled, upon request to the Committee, if he has not
already done so, to receive a written notice of such action, together with a
full and clear statement of the reasons for the action. If the claimant wishes
further consideration of his position, he may obtain a form from the Committee
on which to request a hearing. Such form, together with a written statement of
the claimant's position, shall be filed with the Committee no later than ninety
(90) days after receipt of the written notification provided for above or in
Section 9.5. The Committee shall schedule an opportunity for a full and fair
hearing of the issue within the next thirty (30) days. Its decision following
such hearing shall be made within thirty (30) days and shall be communicated in
writing to the claimant.
9.7 Payment of Expenses
- --- -------------------
All costs and expenses incurred in administering this Plan, including the fees
and expenses of the Trustee, the fees of its counsel and other administrative
expenses, including costs of audits, shall be paid by the Employer, except as
otherwise provided under Section 5.9 with respect to the PAYSOP Fund and
program. Brokerage commissions, transfer taxes and other charges and expenses
in connection with the purchase and sale of securities held in each Fund shall
be charged to such Fund. Any income or other taxes payable with respect to
each Fund shall likewise be charged to such Fund.
9.8 Employment Rights
- --- -----------------
Nothing in the Plan shall be deemed or construed to impair or affect in any
manner whatsoever the right of the Employer, in its
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<PAGE> 44
discretion, to hire Employees and, with or without cause, to discharge or
terminate the service of Employees or Participants.
9.9 Recognition of Participant's Agent
- --- ----------------------------------
The Trustee and the Committee shall not be bound to recognize the authority or
agency of any party for a Participant unless and until it or they shall receive
documentary evidence thereof in form and substance satisfactory to them and
thereafter from time to time, as the Trustee or Committee may require, further
documentary evidence disclosing the status of any agency.
9.10 Legal Actions
- ---- -------------
Except as may otherwise be provided by law, in any action or application to the
courts, only the Employer, the Committee and the Trustee shall be necessary
parties and no other person, firm or corporation shall be entitled to any
notice or process. Except as may otherwise be provided by law, any final
judgment entered on such an action or proceeding shall be conclusive upon all
persons claiming under the Plan or the Trust Agreement referred to in Section
9.1. The Committee shall be the person designated to receive service of legal
process on behalf of the Plan.
ARTICLE 10
----------
BENEFICIARIES
-------------
10.1 Designation of Beneficiary
- ---- --------------------------
A Participant may file written notice with the Committee designating his
Beneficiary or Beneficiaries and secondary Beneficiary or Beneficiaries. The
Participant may change his Beneficiary designation from time to time by filing
succeeding written notices with the Committee, and, in such case, each
succeeding designation will revoke all prior designations. However, if a
Participant is legally married at the time of his death, any designation of a
Beneficiary other than the person who is his legal spouse at the time of his
death will be void, and such legal spouse will be his sole Beneficiary, unless
such legal spouse has consented to the designation of such other person as
Beneficiary in a written, signed and notarized statement. If any Participant
is not survived by a legal spouse and he shall have failed to designate a
Beneficiary or Beneficiaries as herein provided, or if the designated
Beneficiary dies before the Participant, the remaining amounts then held for
the Participant shall be distributed to either (i) any one or more or all of
the next of kin of such Participant, in such proportions as the Committee
determines, or (ii) such Participant's estate. Any designation of Beneficiary
made by a Participant hereunder shall be in such form as may be specified or
approved by the Committee. The Committee's determination regarding the
identity of a Beneficiary shall be subject to review only as provided in
Section 9.6
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<PAGE> 45
of Article 9. The provisions of this Section 10.1 shall be applicable in
determining the Beneficiary of a Participant who has at least one Hour of
Service, and who dies, on or after the date of enactment of the Retirement
Equity Act of 1984.
ARTICLE 11
----------
AMENDMENT AND TERMINATION
-------------------------
11.1 Amendment
- ---- ---------
Standard shall have the right at any time, and from time to time, to amend, in
whole or part, any or all of the provisions of this Plan. However, no such
amendment shall affect adversely the value of a Participant's separate Accounts
as computed to the effective date of the amendment. No amendment shall
authorize or permit any part of the Trust Fund to be used for or diverted to
purposes other than for the exclusive benefit of the Participants or their
Beneficiaries; subject, however, to the provisions of Section 5.9 relating to
payment of PAYSOP expenses.
11.2 Merger, Consolidation or Transfer of Assets
- ---- -------------------------------------------
This Plan and Trust shall not be merged or consolidated with, nor shall any
assets or liabilities be transferred to, any other plan, unless the benefits
payable to each Participant, if the plan were terminated immediately after such
action, would be equal to or greater than the benefits to which such
Participant would have been entitled if this Plan had been terminated
immediately before such action.
11.3 Termination of the Plan
- ---- -----------------------
The Plan may be fully or partially terminated by the Employer at any time.
Upon complete discontinuance of the Employer's contributions, or full or
partial termination of the Trust, all affected Participants' rights to benefits
shall remain fully vested, except to the extent that law or regulations may
preclude such vesting in order to prevent discrimination in favor of officers,
shareholders or highly compensated employees.
ARTICLE 12
----------
NONASSIGNABILITY
----------------
12.1 Spendthrift Clause
- ---- ------------------
Except as otherwise specifically provided in Article 8 and this Article,
distributions and withdrawals hereunder shall be paid only to the Participant
entitled thereto or, in the event of his death, his Beneficiary. A
Participant's interest under the Plan shall not be subject to alienation, sale,
transfer, assignment, pledge, attachment, garnishment, execution or encumbrance
of any kind, and any attempt to accomplish the same shall be void. This
limitation shall apply to the creation, assignment or recognition
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<PAGE> 46
of a right to any benefit payable with respect to a Participant pursuant to any
domestic relations order, unless such order is determined by the Committee to
be a qualified domestic relations order (as defined in Section 414(p) of the
Code) or is a domestic relations order entered before January 1, 1985 which
satisfies the requirements of Internal Revenue Service Revenue Ruling 80-27.
No loans to Participants from any of the Funds shall be made under any
circumstances.
ARTICLE 13
----------
MISCELLANEOUS
-------------
13.1 Construction of Plan
- ---- --------------------
This Plan shall be governed by and construed in accordance with the laws of the
State of Ohio, except as said laws may otherwise be preempted by ERISA.
13.2 Payments Due Infants or Incompetents
- ---- ------------------------------------
If any person to whom a benefit is payable hereunder is an infant, or if the
Committee determines that any person to whom such benefit is payable is
incompetent by reason of physical or mental disability, the Committee shall
have the power to cause the payments becoming due to such person to be made to
another for his benefit without responsibility on the part of the Committee or
the Trustee to see to the application of such payments. Payments made pursuant
to such power shall operate as a complete discharge of the Trust Fund, Trustee
and the Committee.
13.3 Source of Benefits
- ---- ------------------
All benefits payable under this Plan shall be paid and provided for solely from
the Trust Fund and the Employer assumes no liability or responsibility
therefor.
13.4 Text to Control
- ---- ---------------
The headings of articles and sections hereof are included solely for
convenience of reference and, if there be any conflict between such headings
and the text of this Plan, the text shall control.
13.5 Delegation of Authority
- ---- -----------------------
Any action to be taken by the Employer hereunder shall be taken by its Board of
Directors, or by such officer or officers or employee or employees of the
Employer as have been delegated the right to take such action or actions by
such Board. Any action taken through the Employer's Board of Directors shall
be by a majority of the Board and a majority of the Board acting in matters
relating to the Plan and related Trust shall be disinterested persons.
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<PAGE> 47
13.6 Unclaimed Interests
- ---- -------------------
If the Trustee shall at any time be unable to make distribution or payment of
benefits hereunder to a Participant or any Beneficiary of a Participant by
reason of the fact that his whereabouts is unknown, the Trustee shall so
certify to the Committee, and thereafter the Committee shall attempt to locate
such missing person. If such person continues missing for a period of three
years following such certification, the interest of such Participant in the
Fund shall, in the discretion of the Committee, be distributed to the
Beneficiary of such missing person, if any, but, if there be none, to any
person or persons that may have been dependent upon such missing person as the
Committee may determine.
13.7 Controlled Group
- ---- ----------------
Except as provided below with respect to eligible Employees and the definition
of Credited Compensation, for purposes of the Plan all employees of:
(a) all corporations which are members of any controlled group of
corporations (within the meaning of Section 414(b) of the Code) of
which the Employer is a member, and
(b) all trades and businesses which together with the Employer are
under common control (within the meaning of Section 414(c) of the
Code), and
(c) all members of any affiliated service group (within the
meaning of Section 414(m) of the Code), and
(d) any person or entity required to be aggregated with the
Employer under Code Section 414(o),
shall be treated as employed by a single employer; provided, however, that the
provisions of this Section 13.7 shall not operate to cause any employee of any
such corporation, trade or business or affiliated service group member to be
considered an eligible Employee under the Plan or to cause any remuneration
paid to such employee by any such corporation, trade or business or affiliated
service group member to be considered Credited Compensation for purposes of the
Plan.
ARTICLE 14
----------
TOP-HEAVY PROVISIONS
--------------------
14.1 Applicability of Article
- ---- ------------------------
The provisions of this Article shall be applicable for Plan Years in which the
Plan is top-heavy. The Plan will be top-heavy for any Plan Year in which
either: (i) the sum of the Accounts of Key Employee Participants under the
Plan exceeds sixty percent (60%) of the sum of the Accounts of all Participants
under the
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<PAGE> 48
Plan; or (ii) the Plan is part of a Required Aggregation Group and the Required
Aggregation Group is a Top-Heavy Group. The Plan will not be top-heavy for any
Plan Year in which it is part of a Required or Permissive Aggregation Group
that is not top-heavy. The determination of whether the Plan is top-heavy for
a Plan Year shall be made on the Determination Date, based upon the value of
Accounts under the Trust Fund as of the last Valuation Date in the Plan Year in
which the Determination Date occurs, including any contributions made after
such Valuation Date but on or before the Determination Date and any
distributions or withdrawals from Accounts occurring during the Plan Year in
which the Determination Date occurs or in the four (4) Plan Years immediately
preceding such Plan Year.
14.2 Required Changes in Plan Provisions for Plan Years
- ---- --------------------------------------------------
During Which the Plan Is Top-Heavy
----------------------------------
Notwithstanding any other provision of this Plan, the following provisions of
this Section 14.2 shall supersede any contrary provisions of the Plan for Plan
Years during which the Plan is top-heavy:
(a) The Employer Matched Contribution and Special Employer
Contribution, if any, (hereinafter collectively referred to as
"Employer Contributions" for purposes of this Article 14) shall be
whichever of the following is applicable:
(i) If the Non-Key Employee Participant is not a
participant in a top-heavy defined benefit plan of
the Employer, three percent (3%) of the Participant's
Credited Compensation; or
(ii) If the Non-Key Employee Participant is a participant
in a top-heavy defined benefit plan of the Employer,
five percent (5%) of the Participant's Credited
Compensation;
provided, however, that if the percentage for the Key Employee
Participant for whom such percentage allocation of Employer
Contributions for the Plan Year is highest for the Plan Year of all
Key Employee Participants (as determined by dividing the Employer
Contributions of such Key Employee Participant by his Credited
Compensation) is a lesser percentage, the minimum percentage referred
to herein shall be reduced to said lesser percentage. Notwithstanding
the foregoing provisions of this subsection (a), additional Employer
Contributions for the Plan Year shall be made only on behalf of
Non-Key Employee Participants who are Participants on the last day of
the Plan Year.
(b) The number 1.00 shall be substituted for the number 1.25 in
Article 4, Section 4.4 of the Plan wherever it appears therein;
provided, however, that a Participant's benefit under any defined
benefit plan accrued during any
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<PAGE> 49
Plan Years with respect to which this Plan was not top-heavy shall not
be reduced as a result of such substitution.
14.3 Definitions of Terms as Used in Article 14
- ---- ------------------------------------------
(a) Determination Date means for any Plan Year the last day of the
immediately preceding Plan Year, except that for the first Plan Year
of any plan, Determination Date means the last day of such Plan Year.
(b) Key Employee means any Participant in an Employer plan who at
any time during the Plan Year, or any of the four (4) preceding Plan
Years, is (i) an officer of the Employer having compensation in excess
of 50% of the amount in effect under Section 415(b)(1)(A) of the Code;
(ii) one (1) of the ten (10) employees owning (or considered as owning
within the meaning of Section 318 of the Code) the largest interests
in the Employer; (iii) a five percent (5%) owner of the Employer; or
(iv) a one percent (1%) owner of the Employer having an annual
compensation from the Employer of more than $150,000. For purposes of
defining the term officer, no more than fifty (50) employees (or, if
lesser, the greater of three (3) or ten percent (10%) of the
employees) shall be treated as officers. In determining the top-ten
owners of the Employer, if two employees have the same interest in the
Employer, the employee having the greatest annual compensation from
the Employer shall be treated as having the largest interest. For the
purposes of determining the top-ten owners of the Employer, five
percent (5%) owners of the Employer and one percent (1%) owners of the
Employer, the aggregation rules of Code Section 414(b), (c) and (m)
shall not apply.
(c) Non-Key Employee means any employee of the Employer
participating in the Plan who is not a Key Employee. The terms Key
Employee and Non-Key Employee shall include the beneficiaries of such
individuals and inherited benefits will retain the character of the
benefits of the employee who performed the services for the Employer.
The identity of Key Employees and Non-Key Employees shall be made in
accordance with, and pursuant to, Code Section 416(i) and Treasury
Regulations and rules issued thereunder.
(d) Required Aggregation Group means each plan of the Employer in
which a Key Employee participates or participated at any time during
the Plan Year or any of the four preceding Plan Years (regardless of
whether the plan has terminated) and any other plan of the Employer
which enables any plan in which a Key Employee participates to meet
the requirements of Section 401(a)(4) or 410 of the Code.
(e) Permissive Aggregation Group means any plans of the Employer
in a Required Aggregation Group, plus one or more plans that are not
part of a Required Aggregation Group, but
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<PAGE> 50
that satisfy the requirements of Sections 401(a)(4) and 410 of the
Code when considered together with the Required Aggregation Group.
(f) Top-Heavy Group means any aggregation group if the sum (as of
the Determination Date) of (i) the present value of the cumulative
accrued benefits for Key Employees under all defined benefit plans
included in such group and (ii) the aggregation of the Accounts of Key
Employees under all defined contribution plans included in such group
(including any part of any account balance distributed in the
five-year period ending on the Determination Date), exceeds sixty
percent (60%) of a similar sum determined for all employees, all
determined in accordance with Code Section 416 and the regulations
thereunder. The accrued benefits under a defined benefit plan will be
increased for any distribution of an accrued benefit made in the
five-year period ending on the determination date. For purposes of
this Section 14.3, the present value of an accrued benefit for a
defined benefit plan shall be determined as of the most recent
Valuation Date which is within a 12-month period ending on the
Determination Date. If the aggregation group that is a top-heavy
group is a Required Aggregation Group, each plan in the group will be
top-heavy. If the aggregation group that is a top- heavy group is a
Permissive Aggregation Group, only those plans that are part of the
Required Aggregation Group will be treated as top- heavy. If the
aggregation group is not a top-heavy group, no plan within such group
will be top heavy.
(g) The account balance and accrued benefits of a Participant (i)
who is not a Key Employee but who was a Key Employee in a prior year,
or (ii) who has not been credited with at least one Hour of Service
with any Employer maintaining the Plan at any time during the
five-year period ending on the Determination Date, will be
disregarded. The calculation of the top heavy ratio, and the extent
to which distributions, rollovers, and transfers are taken into
account, will be made in accordance with Code Section 416. Deductible
employee contributions will not be taken into account for purposes of
computing the top heavy ratio. When aggregating plans, the value of
account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same
calendar year. The accrued benefit of a Participant other than a Key
Employee will be determined under (i) the method, if any, that
uniformly applies for accrual purposes under all defined benefit plans
maintained by the Employer, or (ii) if there is no such method, as if
such benefit accrued not more
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<PAGE> 51
rapidly than the slowest accrual rate permitted under the fractional
rule of Code Section 411(b)(1)(C).
IN WITNESS WHEREOF, THE STANDARD PRODUCTS COMPANY, by action
of its Board of Directors, has duly adopted this amendment and restatement of
the Plan on this 28th day of June, 1995, effective as of July 1, 1990.
THE STANDARD PRODUCTS COMPANY
By /s/ Thomas J. Steag
----------------------------
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<PAGE> 52
TRUST AGREEMENT
FOR
STANDARD PRODUCTS
INDIVIDUAL RETIREMENT AND INVESTMENT
TRUST PLAN
THIS AGREEMENT OF TRUST (the "Agreement") made as of this day
of June, 1990, effective July 1, 1990, by and between THE STANDARD PRODUCTS
COMPANY, an Ohio corporation, (the "Employer") and VANGUARD FIDUCIARY TRUST
COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania
Banking Code (the "Trustee"),
W I T N E S S E T H:
WHEREAS, the Employer has adopted and is maintaining the STANDARD
PRODUCTS INDIVIDUAL AND RETIREMENT TRUST PLAN (the "Plan") for the exclusive
benefit of its Employees; and
WHEREAS, the Plan Committee established under the Plan (the "Plan
Administrator") is the fiduciary named in the Plan as having the authority to
control and manage the operation and administration of the Plan, subject to the
direction and control of the Employer;
WHEREAS, the Employer and the Trustee deem it necessary and desirable
to enter into this written agreement of trust which amends and restates the
predecessor trust agreement made October 21, 1983 by and between the Employer
and Central National Bank of Cleveland, currently known as Society National
Bank.
<PAGE> 53
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
ARTICLE I
ESTABLISHMENT OF THE TRUST
Section 1.1. The Employer and the Trustee hereby agree to the
establishment of a trust consisting of such sums as shall from time to time be
paid or transferred to the Trustee under the Plan and such earnings, income and
appreciation as may accrue thereon, which, less payments made by the Trustee to
carry out the purposes of the Plan, are referred to herein as the "Fund". The
Trustee shall carry out the duties and responsibilities herein specified, but
shall be under no duty to determine whether the amount of any contribution by
the Employer or any Participant is in accordance with the terms of the Plan nor
shall the Trustee be responsible for the collection of any contributions under
the Plan.
Section 1.2. The Fund shall be held, invested, reinvested and
administered by the Trustee in accordance with the terms of the Plan and this
Agreement solely in the interest of Participants and their Beneficiaries and
for the exclusive purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering the Plan.
Except as provided in Section 4.2, no assets of the Plan shall inure to the
benefit of the Employer.
Section 1.3. The Trustee shall pay benefits and expenses from the Fund
only upon the written direction of the
-2-
<PAGE> 54
Plan Administrator. The Trustee shall be fully entitled to rely on such
directions furnished by the Plan Administrator, and shall be under no duty to
ascertain whether the directions are in accordance with the provisions of the
Plan.
ARTICLE II
INVESTMENT OF THE FUND
Section 2.1. The Employer or its designee shall have the exclusive
authority and discretion to select the Investment Funds available for
investment under the Plan. In making such selection, the Employer or its
designee shall use the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims. The available investments under the Plan
shall be sufficiently diversified so as to permit the risk of large losses to
be minimized, unless under the circumstances it is clearly prudent not to do
so. The Employer or its designee shall notify the Trustee in writing of the
selection of the Investment Funds currently available for investment under the
Plan, and any changes thereto.
Section 2.2. Each Participant shall have the exclusive right, in
accordance with the provisions of the Plan, to direct the investment by the
Trustee of all amounts allocated to the separate accounts of the Participant
under the Plan among any one or more of the available Investment Funds. In any
event, however, all amounts allocated to the Employer Common Stock Fund and the
PAYSOP Fund shall be invested in the common shares of the
-3-
<PAGE> 55
Employer. All investment directions by Participants shall be timely furnished
to the Trustee by the Plan Administrator, except to the extent such directions
are transmitted telephonically or otherwise by Participants directly to the
Trustee or its delegate in accordance with rules and procedures established and
approved by the Plan Administrator and communicated to the Trustee. In making
any investment of the assets of the Fund, the Trustee shall be fully entitled
to rely on such directions furnished to it by the Plan Administrator or by
Participants in accordance with the Plan Administrator's approved rules and
procedures, and shall be under no duty to make any inquiry or investigation
with respect thereto. If the Trustee receives any contribution under the Plan
that is not accompanied by instructions directing its investment, the Trustee
shall immediately notify the Plan Administrator of this fact,and the Trustee
may, in its discretion, hold or return all or a portion of the contribution
uninvested without liability for loss of income or appreciation pending receipt
of proper investment directions. In addition, pending the reconciliation of
account balances, following the Trustee's assumption of responsibilities
hereunder, the Participant amounts held under the Trust may, except for amounts
held in the Employer Common Stock Fund or the PAYSOP Fund, be held in a short
term investment fund pending allocation among the Investment Funds pursuant to
Participant direction. Otherwise, it is specifically intended under the Plan
and this Agreement that the Trustee shall have no discretionary authority to
determine the investment of the assets of the Fund.
-4-
<PAGE> 56
Section 2.3. Subject to the provisions of Sections 2.1 and 2.2, the
Trustee shall have the authority, in addition to any authority given by law, to
exercise the following powers in the administration of the Trust:
(a) to invest and reinvest all or a part of the Fund in
accordance with Participants' investment directions in any
available Investment Fund selected by the Employer without
restriction to investments authorized for fiduciaries, including,
without limitation on the amount that may be invested therein,
any common, collective or commingled trust fund maintained by the
Trustee. Any investment in, and any terms and conditions of, any
common, collective or commingled trust fund available only to
employee trusts which meets the requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), or corresponding
provisions of subsequent income tax laws of the United States,
shall constitute an integral part of this Agreement and the Plan;
(b) to dispose of all or any part of the investments,
securities, or other property which may from time to time or at
any time constitute the Fund in accordance with the investment
directions by Participants furnished to it pursuant to Section
2.2 or the written directions by the Plan Administrator furnished
to it pursuant to Section 1.3, and to make, execute and deliver
to the purchasers thereof good and sufficient deeds of conveyance
therefor, and all assignments, transfers and other legal
instruments, either
-5-
<PAGE> 57
necessary or convenient for passing the title and ownership
thereto, free and discharged of all trusts and without liability
on the part of such purchasers to see to the application of the
purchase money;
(c) to hold cash uninvested to the extent necessary to pay
benefits or expenses of the Plan;
(d) to cause any investment of the Fund to be registered in
the name of the Trustee or the name of its nominee or nominees or
to retain such investment unregistered or in a form permitting
transfer by delivery; provided that the books and records of the
Trustee shall at all times show that all such investments are
part of the Fund;
(e) to vote in person or by proxy with respect to all
securities that are credited to a Participant's separate accounts
under the Plan solely in accordance with written directions
furnished to it by the Participant; provided that the Trustee
shall be responsible for delivering to each Participant all
notices, prospectuses, financial statements, proxies and proxy
soliciting materials relating to any shares of one or more of the
regulated investment companies offered by The Vanguard Group,
Inc. (the "Vanguard Funds") that are credited to the
Participant's separate accounts under the Plan;
(f) upon the written direction of the Plan Administrator, to
apply for, purchase, hold or transfer any
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life insurance, retirement income, endowment or annuity
contract;
(g) to consult and employ any suitable agent to act on
behalf of the Trustee and to contract for legal, accounting,
clerical and other services deemed necessary by the Trustee to
manage and administer the Fund according to the terms of the Plan
and this Agreement;
(h) upon the written direction of the Plan Administrator, and
only as may be permitted under the Plan, to make loans from the
Fund to Participants in amounts and on terms approved by the Plan
Administrator in accordance with the provisions of the Plan;
provided that the Plan Administrator shall have the sole
responsibility for collecting all loan repayments required to be
made under the Plan and for furnishing the Trustee with copies of
all promissory notes evidencing such loans; and
(i) to pay from the Fund all taxes imposed or levied with
respect to the Fund or any part thereof existing or future laws,
and to contest the validity or amount of any tax, assessment,
claim or demand respecting the Fund or any part thereof.
(j) to not sell, alienate, encumber, pledge, transfer or
otherwise dispose of, or tender or withdraw any common shares of
the employer held by the Trust Agreement, except (i) as
specifically provided for in the Plan or (ii) in the case of a
tender offer (as hereinafter defined) as directed in writing by a
participant on a form provided or approved
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by the Plan Committee and delivered to the Trustee. For the
purposes hereof the term "tender offer" shall mean (y) any offer
for, or request for or invitation for tender of, or offer to
purchase or acquire, any common shares of the employer that is
directed generally to shareholders of the employer or (z) any
transaction which may be defined as a "tender offer" under rules
or regulations promulgated by the Securities and Exchange
Commission. The Trustee is prohibited from tendering (in the
case of a tender offer) any common shares of the Employer held in
a participant's account in the PAYSOP Fund which was allocated to
such account within a period of eighty-four (84) months. To the
extent that any money or other property (other than property
which meets the definition of "employer securities" as set forth
in Code Section 409(1)) is received by the Trustee as a result of
a tender of shares, not prohibited by the preceding sentence, it
shall be allocated to a Participant's account, as directed by the
Participant in whose account the common shares of the Employer so
tendered were held, as permitted by law. Moreover, before each
annual or special meeting of the Employer shareholders, the
Trustee shall send to each participant a copy of the proxy
solicitation material therefor, together with a form requesting
confidential instructions to the Trustee on how to vote the
common shares of the Employer credited to his account. Upon
receipt of such instructions, the Trustee shall vote the shares
as instructed. Any common shares of the Employer
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held in the PAYSOP Fund, as to which the Trustee does not
receive instructions, shall not be voted. The Trustee shall vote
all other common shares of the Employer (including shares, other
than those held in the PAYSOP Fund, for which it does not receive
instructions from participants) pro rata in accordance with the
instructions it has received from participants.
Section 2.4. Except as may be authorized by regulations promulgated by
the Secretary of Labor, the Trustee shall not maintain the indicia of ownership
in any assets of the Fund outside of the jurisdiction of the district courts of
the United States.
ARTICLE III
DUTIES AND RESPONSIBILITIES
Section 3.1. The Trustee, the Employer and the Plan Administrator
shall each discharge their assigned duties and responsibilities under this
Agreement and the Plan solely in the interest of Participants and their
Beneficiaries in the following manner:
(a) For the exclusive purpose of providing benefits to
Participants and their Beneficiaries and defraying reasonable
expenses of administering the Plan;
(b) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims;
(c) by diversifying the available investments under the
Plan so as to minimize the risk of large
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losses, unless under the circumstances it is clearly prudent
not to do so; and
(d) in accordance with the provisions of the Plan and this
Trust Agreement insofar as they are consistent with the
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
Section 3.2. The Trustee shall keep full and accurate accounts of all
receipts, investments, disbursements and other transactions hereunder including
such specific records as may be agreed upon in writing between the Employer and
the Trustee. All such accounts, books and records shall be open to inspection
and audit at all reasonable times by any authorized representative of the
Employer or the Plan Administrator. A Participant may examine only those
individual account records pertaining directly to him.
Section 3.3. Within 120 days after the end of each Plan Year or within
120 days after its removal or resignation, the Trustee shall file with the Plan
Administrator a written account of the administration of the Fund showing all
transactions effected by the Trustee subsequent to the period covered by the
last preceding account to the end of such Plan Year or date of removal or
resignation and all property held at its fair market value at the end of the
accounting period. Upon approval of such accounting by the Plan Administrator,
neither the Employer nor the Plan Administrator shall be entitled to any
further accounting by the Trustee. The Plan Administrator may approve such
accounting by written notice of approval delivered to the Trustee or by failure
to express objection to such accounting in writing delivered to the Trustee
within 90 days
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from the date on which the accounting is delivered to the Plan Administrator.
Section 3.4. In accordance with the terms of the Plan, the Trustee
shall open and maintain separate accounts in the name of each Participant in
order to record all contributions by or on behalf of the Participant under the
Plan and any earnings, losses and expenses attributable thereto. The Plan
Administrator shall furnish the Trustee with written instructions enabling the
Trustee to allocate properly all contributions and other amounts under the Plan
to the separate accounts of Participants. In making such allocation, the
Trustee shall be fully entitled to rely on the instructions furnished by the
Plan Administrator and shall be under no duty to make any inquiry or
investigation with respect thereto.
Section 3.5. The Trustee shall furnish each Participant with
statements at least annually, or more frequently as may be agreed upon with the
Employer, reflecting the current fair market value of the Participant's
separate Accounts under the Plan.
Section 3.6. The Trustee shall not be required to determine the facts
concerning the eligibility of any Participant to participate in the Plan, the
amount of benefits payable to any Participant or Beneficiary under the Plan, or
the date or method of payment or disbursement. The Trustee shall be fully
entitled to rely solely upon the written advice and directions of the Plan
Administrator as to any such question of fact.
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Section 3.7. Unless resulting from the Trustee's negligence, willful
misconduct, lack of good faith, or breach of its fiduciary duties under this
Agreement or the Employment Retirement Income Security Act of 1974, as amended,
the Employer shall indemnify and save harmless the Trustee from, against, for
and in respect of any and all damages, losses, obligations, liabilities, liens,
deficiencies, reasonable costs and expenses, including without limitation,
reasonable attorney's fees incident to any suit, action, investigation, claim
or proceeding suffered, sustained, incurred or required to be paid by the
Trustee in connection with the Plan or this Agreement. However, in the event
of the commencement of any such suit, action, investigation, claim or
proceeding, the Employer shall be consulted at such time and advised before the
Trustee incurs any related costs or expenses. The Trustee action or response
shall be subject to the reasonable approval of the Plan Administrator.
Section 3.8. The Employer may appoint one or more "investment
managers," as defined in Section 3(38) of ERISA, who shall have the
responsibility for the investment of all or part of the Trust Fund, as
specified by the Employer. Upon the acceptance and acknowledgement, in
writing, by the investment manager of the fiduciary duties incident to such
appointment and its status as a fiduciary with respect to this Trust and the
Plan, such investment manager shall be solely responsible for all investment
actions taken concerning that portion of the Fund subject to management
thereby. The Employer may delegate to the Plan Committee the authority to
designate the portion or portions
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of the Fund which shall be subject to the control of such investment managers.
ARTICLE IV
PROHIBITION OF DIVERSION
Section 4.1. Except as provided in Section 4.2 of this Article, at no
time prior to the satisfaction of all liabilities with respect to Participants
and their Beneficiaries under the Plan shall any part of the corpus or income
of the Fund be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their Beneficiaries, or for defraying reasonable
expenses of administering the Plan.
Section 4.2. The provisions of Section 4.1 notwithstanding,
contributions made by the Employer under the Plan may be returned to the
Employer under the following conditions:
(a) If a contribution is made by mistake of fact, such
contribution may be returned to the Employer within one year of
the payment of such contribution;
(b) Contributions to the Plan are specifically conditioned upon
their deductibility under the Code. To the extent a deduction is
disallowed for any such contribution, it may be returned to the
Employer within one year after the disallowance of the deduction.
Contributions which are not deductible in the taxable year in
which made but are deductible in subsequent taxable years shall
not be considered to be disallowed for purposes of this
subsection; and
(c) If the Plan is determined to be disqualified, contributions
made in respect of any period subsequent to the effective date of
such disqualification may be returned to the Employer within one
year after the date of denial of qualification.
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ARTICLE V
COMMUNICATION WITH PLAN ADMINISTRATOR AND EMPLOYER
Section 5.1. Whenever the Trustee is permitted or reguired to act upon
the directions or instructions of the Plan Administrator, the Trustee shall be
entitled to act upon any written communication signed by any person or agent
designated to act as or on behalf of the Plan Administrator. Such person or
agent shall be so designated either under the provisions of the Plan or in
writing by the Employer and their authority shall continue until revoked in
writing. The Trustee shall incur no liability for failure to act on such
person's or agent's instructions or orders without written communication, and
the Trustee shall be fully protected in all actions taken in good faith
reliance upon any instructions, directions, certifications and communications
believed to be genuine and to have been signed or communicated by the proper
person.
Section 5.2. The Employer shall notify the Trustee in writing as to
the appointment, removal or resignation of any person designated to act as or
on behalf of the Plan Admini- strator. After such notification, the Trustee
shall be fully protected in acting upon the directions of, or dealing with, any
person designated to act as or on behalf of the Plan Admini- strator until it
receives notice to the contrary. The Trustee shall have no duty to inquire
into the qualification of any person designated to act as or on behalf of the
Plan Administrator.
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ARTICLE VI
TRUSTEE'S COMPENSATION
Section 6.1. The Trustee shall be entitled to reasonable compensation
for its services as is agreed upon with the Employer. If approved by the Plan
Administrator, the Trustee shall also be entitled to reimbursement for all
direct expenses properly and actually incurred on behalf of the Plan. Such
compensation or reimbursement shall be paid to the Trustee out of the Fund
unless paid directly by the Employer.
ARTICLE VII
RESIGNATION AND REMOVAL OF TRUSTEE
Section 7.1. The Trustee may resign at any time by written notice to
the Employer which shall be effective 30 days after delivery unless prior
thereto a successor Trustee shall have been appointed.
Section 7.2. The Trustee may be removed by the Employer at any time
upon 30 days written notice to the Trustee; such notice, however, may be waived
by the Trustee.
Section 7.3. The appointment of a successor Trustee hereunder shall be
accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice of the Employer
appointing such successor Trustee, and an acceptance in writing of the office
of successor Trustee hereunder executed by the successor so appointed. Any
successor Trustee may be either a corporation authorized and empowered to
exercise trust powers or one or more individuals.
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All of the provisions set forth herein with respect to the Trustee shall relate
to each successor Trustee so appointed with the same force and effect as if
such successor Trustee had been originally named herein as the Trustee
hereunder. If within 30 days after notice of resignation shall have been given
under the provisions of this article a successor Trustee shall not have been
appointed, the resigning Trustee or the Employer may apply to any court of
competent jurisdiction for the appointment of a successor Trustee.
Section 7.4. Upon the appointment of a successor Trustee, the
resigning or removed Trustee shall transfer and deliver the Fund to such
successor Trustee, after reserving such reasonable amount as it shall deem
necessary to provide for its expenses in the settlement of its account, the
amount of any compensation due to it and any sums chargeable against the Fund
for which it may be liable. If the sums so reserved are not sufficient for
such purposes, the resigning or removed Trustee shall be entitled to
reimbursement for any deficiency from the successor Trustee and the Employer
who shall be jointly and severally liable therefor.
ARTICLE VIII
INSURANCE COMPANIES
Section 8.1. If any contract issued by an insurance company shall form
a part of the Trust assets, the insurance company shall not be deemed a party
to this Agreement. A certification in writing by the Trustee as to the
occurrence of
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any event contemplated by this Agreement or the Plan shall be conclusive
evidence thereof and the insurance company shall be protected in relying upon
such certification and shall incur no liability for so doing. With respect to
any action under any such contract, the insurance company may deal with the
Trustee as the sole owner thereof and need not see that any action of the
Trustee is authorizei by this Agreement or the Plan. Any change made or action
taken by an insurance company upon the direction of the Trustee shall fully
discharge the insurance company from all liability with respect thereto, and it
need not see to the distribution or further application of any moneys paid by
it to the Trustee or paid in accordance with the direction of the Trustee.
ARTICLE IX
AMENDMENT AND TERMINATION OF THE TRUST AND PLAN
Section 9.1. The Employer may, by delivery to the Trustee of an
Instrument in writing, amend, terminate or partially terminate this Agreement
at any time; provided, however, that no amendment shall increase the duties or
liabilities of the Trustee without the Trustee's consent; and, provided
further, that no amendment shall divert any part of the Fund to any purpose
other than providing benefits to Participants and their Beneficiaries or
defraying reasonable expenses of administering the Plan.
Section 9.2. If the Plan is terminated in whole or in part, or if the
Employer permanently discontinues its
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contributions to the Plan, the Trustee shall distribute the Fund or any part
thereto in such manner and at such times as the Plan Administrator shall direct
in writing. In the absence of receipt of such written directions within 180
days after the effective date of such termination, the Trustee shall distribute
the Funds in accordance with the provisions of the Plan.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1. Unless the context of this Agreement clearly indicates
otherwise, the terms defined in the Plan shall, when used herein, have the same
meaning as in the Plan.
Section 10.2. Except as otherwise required in the case of any
qualified domestic relations order within the meaning of Section 414(p) of the
Code, the benefits or proceeds of any allocated or unallocated portion of the
assets of the Fund and any interest of any Participant or Beneficiary arising
out of or created by the Plan either before or after the Participant's
retirement shall not be subject to execution, attachment, garnishment or other
legal of judicial process whatsoever by any person, whether creditor or
otherwise, claiming against such Participant or Beneficiary. No Participant or
Beneficiary shall have the right to alienate, encumber or assign any of the
payments or proceeds or any other interest arising out of or created by the
Plan and any action purporting to do so shall be void. The provisions of this
Section shall apply to all
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Participants and Beneficiaries, regardless of their citizenship or place of
residence.
Section 10.3. Nothing contained in this Agreement or in the Plan shall
require the Employer to retain any Employee in its service.
Section 10.4. A Participant or Beneficiary or any other person who
claims the right to any payment under the Plan shall be entitled to look only
to the Trust Fund for such payment; and no liability for the payment of
benefits or any other claim under or arising out of the Plan or the Trust shall
be imposed upon the Employer or its officers, directors or shareholders, or the
Plan Committee.
Section 10.5. Unless and until otherwise agreed to by the Employer and
the Trustee, this Trust shall have a fiscal year which commences as of July 1st
and ends as of the following June 30th.
Section 10.6. Any and all references in this Trust, to any provisions
of the Code, ERISA or any other statute, regulation, ruling, order or other law
shall be deemed to refer also to any successor provision, statute, regulation,
ruling, order or other law.
Section 10.7. To the extent that the Employer, the Plan Committee the
Trustee and/or any investment manager appointed hereunder functions as a
fiduciary with respect to the Trust Fund, each shall be deemed to be a "named
fiduciary" within the meaning of Section 402 of ERISA; and, except as otherwise
limited by Section 405 of ERISA or by this Trust or the Plan,
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said named fiduciaries shall have full authority to allocate responsibilities
among themselves and to designate others to perform their responsibilities;
provided, however that to the extent that specific responsibilities are
assigned by this Trust or the Plan to different fiduciaries, no fiduciary shall
be liable for errors or omissions involving another fiduciary's individually
assigned area of responsibility.
Section 10.8. Any person dealing with the Trustee may rely upon a copy
of this Agreement and any amendments thereto certified to be true and correct
by the Trustee.
Section 10.9. The Trustee hereby acknowledges receipt of a copy of the
Plan. The Employer will cause a copy of any amendment to the Plan to be
delivered to the Trustee.
Section 10.10. The construction, validity and administration of this
Agreement and the Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, except to the extent that such laws have been specifically
preempted or superseded by ERISA. In case any provision of this Trust shall
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be or become invalid, such fact shall not affect the validity of any other
provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Attest: THE STANDARD PRODUCTS COMPANY
/s/ Mary S. Keyerleber By /s/ Dale A. Cable
- ------------------------- ------------------------
Treasurer
Attest: VANGUARD FIDUCIARY TRUST
COMPANY
/s/ Merideth L. Mueller By /s/ R. Gregory Barton
- ------------------------- ------------------------
Vice President
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Exhibit 5
March 22, 1996
The Standard Products Company
2401 South Gulley Road
Dearborn, Michigan 48124
Gentlemen:
We have acted as counsel to The Standard Products Company, an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") being filed under the
Securities Act of 1933 (the "Act") relating to the Standard Products
Retirement and Investment Trust Plan (the "Plan") and up to 400,000 Common
Shares, $1 par value (the "Common Shares") of the Company and interests in
the Plan which may be offered and sold pursuant to the Plan.
In connection with the foregoing, we have examined: (a) the Articles
of Incorporation and Code of Regulations of the Company, (b) the Plan, and
(c) such records of the corporate proceedings of the Company and such other
documents as we deemed necessary to render this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Ohio;
2. The interests in the Plan, when offered to plan
participants in accordance with the terms of the Plan, will be legally issued;
and
3. The Common Shares when sold pursuant to terms of
the Plan will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5 to
the Registration Statement and the reference to our firm in Item 5 of Part II
of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated August 2, 1995
included and incorporated by reference in The Standard Products Company's Form
10-K for the year ended June 30, 1995 and to all references to our Firm
included in this registration statement.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
March 22, 1996
