STV GROUP, INCORPORATED
NON-QUALIFIED MANAGEMENT SAVINGS PLAN
(Effective June 1, 2000)
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STV GROUP, INCORPORATED
NON-QUALIFIED MANAGEMENT SAVINGS PLAN
STV GROUP, INCORPORATED desires to provide certain of its
employees with an opportunity to accumulate retirement savings through voluntary
salary deferral contributions and employer contributions to a plan intended to
constitute a non-qualified deferred compensation plan which, in accordance with
Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, is "unfunded and maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees."
NOW, THEREFORE, to effectuate its intentions, the STV GROUP, INCORPORATED hereby
adopts such a plan effective June 1, 2000, which plan shall be known as the "STV
GROUP, INCORPORATED NON-QUALIFIED MANAGEMENT SAVINGS PLAN."
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Table of Contents
Section Contents Page No.
1 DEFINITIONS...........................................................1
2 MEMBERSHIP IN THE PLAN................................................5
2.1 Determination of Eligibility.................................5
2.2 Commencement of Participation................................5
2.3 Procedure For and Effect of Admission........................5
2.4 Cessation of Participation...................................5
3 PLAN CONTRIBUTIONS....................................................6
3.1 Deferral Contributions.......................................6
3.2 Rules Governing Deferral Contributions.......................6
3.3 Rules Governing Matching Contributions.......................7
3.4 Vesting......................................................7
4 PARTICIPANT ACCOUNTS..................................................9
4.1 Establishment of Accounts....................................9
4.2 Benefit Allocation...........................................9
4.3 Irrevocable Allocation.......................................9
4.4 Directed Adjustment of Certain Accounts......................9
4.5 Election Limitation.........................................10
4.6 Investment Obligation of the Employer.......................10
5 BENEFITS.............................................................11
5.1 Retirement Account..........................................11
5.2 Fixed Period Account........................................11
5.3 Distribution on Account of Unforeseeable Emergency..........12
5.4 Immediate Distribution......................................12
5.5 Distribution of Accounts....................................12
5.6 Tax Withholding.............................................12
6 ADMINISTRATION.......................................................13
6.1 Appointment of Administrator................................13
6.2 Administrator's Responsibilities............................13
6.3 Records and Accounts........................................13
6.4 Administrator's Specific Powers and Duties..................13
6.5 Delegation..................................................14
6.6 Construction of the Plan....................................14
6.7 Employer's Responsibility to Administrator..................14
6.8 Engagement of Assistants and Advisers; Plan Expenses........14
6.9 Liability...................................................15
6.10 Payment of Expenses.........................................15
6.11 Indemnity of Administrator..................................15
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7 CLAIMS PROCEDURE.....................................................16
7.1 Claim.......................................................16
7.2 Review Procedure............................................16
7.3 Final Decision..............................................16
7.4 Appointment of the Named Appeals Fiduciary .................17
8 AMENDMENT AND TERMINATION............................................18
8.1 Plan Amendment..............................................18
8.2 No Premature Distribution...................................18
8.3 Termination of the Plan.....................................18
9 ADOPTION AND WITHDRAWAL BY OTHER ORGANIZATION........................19
9.1 Affiliates..................................................19
9.2 Withdrawal..................................................19
10 MISCELLANEOUS........................................................20
10.1 Supplemental Benefits.......................................20
10.2 Designation of Beneficiary..................................20
10.3 Limitation of Participant's Rights..........................20
10.4 Obligations to Employer.....................................20
10.5 Nonalienation of Benefits...................................20
10.6 Unfunded Status of Plan.....................................21
10.7 Severability................................................21
10.8 Gender, Singular & Plural...................................21
10.9 Notice......................................................21
10.10 Governing Law...............................................21
10.11 Binding Terms...............................................21
10.12 Headings....................................................22
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Article 1
DEFINITIONS
For purposes of the Plan, the following words and phrases shall have the
following meanings unless a different meaning is plainly required by the
context.
1.1 "Account" means each account established on the books of account of the
Employer to reflect the balance of Plan benefits attributable to a
Participant. An Account shall be credited or debited, as applicable, with
Deferral Contributions, Matching Contributions, investment earnings or
losses thereon, and any payments made by the Employer to the Participant
or the Participant's Beneficiary pursuant to this Plan. The specific types
of Accounts under this Plan are listed in Section 4.1.
1.2 "Active Participant" means a Participant who has an election to defer in
effect.
1.3 "Administrator" means the individual or committee appointed to administer
this Plan pursuant to Article 6. In the absence of such an appointment,
STV GROUP, INCORPORATED shall be the Administrator.
1.4 "Affiliate" means any business entity that adopts this Plan in accordance
with Article 9 and (a) directly or indirectly through one or more
intermediaries controls, is controlled by, or is under common control with
STV GROUP, INCORPORATED or (b) is otherwise authorized by the Board to be
considered an Employer for purposes of this Plan.
1.5 "Authorized Leave of Absence" means an absence from employment by an
Active Participant authorized by the Employer under the Employer's
standard personnel practices. An absence due to service in the armed
forces of the United States during a period of declared war or national
emergency or through the operation of a compulsory military service law
and/or during the period thereafter in which an Active Participant's
reemployment rights are guaranteed by Federal law shall be considered an
Authorized Leave of Absence.
1.6 "Beneficiary" means the person, persons, trust or other entity that a
Participant designates to receive payments in the event of his/her death,
who is designated as such in accordance with Section 10.2. A Participant
may designate a different Beneficiary with respect to each Account
established for his/her benefit.
1.7 "Board" means the Board of Directors of STV GROUP, INCORPORATED.
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1.8 "Bonus" means any cash remuneration paid to an Eligible Employee as a
specific incentive award pursuant to any incentive plan or arrangement
adopted by the board of directors of an Employer, including any amount
which would have been paid but for the Participant's election to make a
contribution therefrom to this Plan or any Employer's plan which includes
a qualified cash or deferred arrangement under Section 401(k) of the Code.
1.9 "Code" means the Internal Revenue Code of 1986, and the same as may be
further amended from time to time.
1.10 "Compensation" means the basic cash compensation before any payroll
deductions for taxes or any other purposes, including regular commissions
paid by an Employer to an Employee in respect of such Employee's Service
to an Employer during the Plan Year, increased by any amounts with respect
to which the Employee has elected to defer or reduce remuneration for
federal income tax purposes (a) under this Plan, (b) under any Code
Section 401(k) plan sponsored by the Employer or (c) under any "cafeteria
plan" (as described in Section 125 of the Code) maintained by an Employer.
Compensation shall not include any amounts paid to the Employee as (a)
Bonuses, (b) overtime pay, (c) except as otherwise provided in the
preceding sentence, any amounts paid during that Plan Year on account of
the Employee under this Plan or under any other employee pension benefit
plan (as defined in Section 3(2) of ERISA), and (d) except as otherwise
provided in the preceding sentence, any amounts which are not includable
in the Employee's income for Federal income tax purposes.
1.11 "Deferral Agreement" means a written agreement between a Participant and
the Employer whereby a Participant agrees to defer a portion of his/her
Compensation and/or Bonus and the Employer agrees to provide Plan
benefits.
1.12 "Deferral Contribution" means a Participant's elective contribution
described in Section 3.1.
1.13 "Determination Date" means June 30th and December 31st of each calendar
year and, for each Participant, his/her date of death, Retirement,
Disability or other Termination of Employment.
1.14 "Disability" means a physical or mental condition which permanently
prevents a Participant from satisfactorily performing his usual duties for
an Employer or the duties of such other position or job which an Employer
makes available to him and for which such Participant is qualified by
reason of his training, education or experience. The determination whether
a Participant satisfies this definition of Disability shall be made by the
Administrator in accordance with nondiscriminatory rules and procedures
established by the Administrator (which may include a physical
examination, medical reports and other evidence).
1.15 "Effective Date" means June 1, 2000.
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1.16 "Eligible Employee" means the President of STV GROUP, INCORPORATED and
each Employee of the Employer who is determined by the President to be in
a "select group of management or highly compensated employees" of the
Employer as defined in ERISA and applicable law and designated as an
Eligible Employee by the President.
1.17 "Employee" means any person who is receiving remuneration for personal
Services rendered to an Employer (or would be receiving such remuneration
except for an Authorized Leave of Absence) in the capacity of an
"employee" as defined in Section 3121(d)(1) or (2) of the Code (as opposed
to that of an independent contractor), but excluding nonresident aliens
who receive no U.S. earned income from an Employer.
1.18 "Employer" means STV GROUP, INCORPORATED. The term "Employer" also
includes any Affiliate which, with the consent of the Board, adopts this
Plan.
1.19 "Enrollment Period" means the period from November 15th through December
31st occurring prior to the first day of a Plan Year. An "Initial
Enrollment Period" shall be established for each Eligible Employee upon
his/her designation as an Eligible Employee, which shall be the thirty
(30) day period after the date of such designation.
1.20 "ERISA" means the Employee Retirement Income Security Act of 1974, and the
same as may be further amended from time to time.
1.21 "Investment Fund(s)" means the investment option(s) available to a
Participant as set forth on Schedule "B", attached hereto and incorporated
by reference herein, which serve as a means to measure value increases or
decreases with respect to a Participant's Accounts. STV GROUP,
INCORPORATED reserves the right, on a prospective basis, to add or delete
Investment Funds. STV GROUP, INCORPORATED shall not be required to make
available the same Investment Fund(s) to each Participant or to make any
Investment Fund available.
1.22 "Matching Contributions" means the Employer contributions described in
Section 3.3.
1.23 "Participant" means any Eligible Employee who has elected to participate
in the Plan by entering into a Deferral Agreement.
1.24 "Plan" means the STV Group, Incorporated Non-Qualified Management Savings
Plan as described in this instrument, and as may be amended from time to
time.
1.25 "Plan Year" means the twelve (12) consecutive month period beginning on
each January 1st and ending on the following December 31st, except that a
short Plan Year shall begin on the Effective Date and end on December 31,
2000.
1.26 "Retirement" means any severance from service by a Participant for any
reason other than death or Disability after attaining age 65 or after
attaining age 55 and completing five (5) Years of Service.
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1.27 "Service" means the period of time during which a full-time employment
relationship exists between an Employee and an Employer, including any
period during which the Employee is on an Authorized Leave of Absence,
whether paid or unpaid.
1.28 "Termination of Employment" means separation from active employment with
an Employer resulting from Retirement, death, Disability, voluntary or
involuntary severance of employment, or failure to return to active
employment with an Employer by the date on which an Authorized Leave of
Absence expires.
1.29 "Year of Service" means each period of twelve (12) consecutive months
beginning on the Employee's first day of being designated an Eligible
Employee and each anniversary thereof.
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Article 2
PARTICIPATION IN THE PLAN
2.1 Determination of Eligibility. An Employee shall become an Eligible
Employee upon being so designated by the President of STV GROUP,
INCORPORATED.
2.2 Commencement of Participation. Each Employee who is designated as an
Eligible Employee on or after the Effective Date may elect to become a
Participant at any time during his/her Initial Enrollment Period by
satisfying the requirements of Section 2.3. Any Eligible Employee who has
elected not to become a Participant during his/her Initial Enrollment
Period may elect to become a Participant during any Enrollment Period. Any
Eligible Employee who has voluntarily ceased to be an Active Participant
may elect to become a Participant during any Enrollment Period.
2.3 Procedure For and Effect of Admission. Each Eligible Employee who desires
to participate in this Plan shall complete such forms and provide such
data as is reasonably required by the Administrator during the appropriate
Enrollment Period. By becoming a Participant, an Eligible Employee shall
be deemed to have consented to the provisions of this Plan and all
amendments hereto.
2.4 Cessation of Participation. A Participant shall cease to be an Active
Participant on the earlier of:
A. the date on which the Plan terminates;
B. the date on which he/she ceases to be an Eligible Employee; or
C. the date on which he/she is permitted by the Administrator to
terminate Deferral Contributions to the Plan.
A former Active Participant will be considered a Participant for all
purposes, except with respect to the right to make contributions, as long
as he/she retains an Account.
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Article 3
PLAN CONTRIBUTIONS
3.1 Deferral Contributions. Each Participant may authorize the Employer
through a Deferral Agreement to reduce his/her (a) Compensation with
respect to a Plan Year by any amount not in excess of fifty percent (50%)
and/or (b) Bonus with respect to a Plan Year by any amount, and to have
such amounts credited to his/her Accounts in accordance with Section 4.2.
The Participant must complete and file a Deferral Agreement with the
Administrator during the Enrollment Period which precedes the Plan Year in
which the Compensation or Bonus would have been earned. A Participant may
complete and file a Deferral Agreement with the Administrator during
his/her Initial Enrollment Period, provided that such agreement applies
only to Compensation and/or Bonus which would have been earned in that
portion of the Plan Year following the Initial Enrollment Period. A
deferral shall be made from Compensation and/or Bonus as the Participant
shall specify; however, to the extent the deferral is to be made from
Bonus and no Bonus, or an insufficient Bonus, is payable, the deferral
shall be reduced. The Deferral Agreement shall state the amount to be
deferred as a whole percentage of the Participant's Compensation and/or
Bonus. In addition, a Participant who files a Deferral Agreement during
any Enrollment Period must elect to defer at least one percent (1%) of
either Base Pay or Bonus.
Notwithstanding the foregoing, a Participant may not make contributions to
this Plan during any period for which contributions must be suspended in
accordance with Treas. Regulation Section 1.401(k)-l(d)(2)(iii)(B)(4)
promulgated by the Internal Revenue Service as a condition of the
Participant's receipt of a hardship withdrawal from any plan of the
Employer which includes a qualified cash or deferred arrangement under
Section 401(k) of the Code.
3.2 Rules Governing Deferral Contributions.
A. Each election to defer is irrevocable during the Plan Year or
partial Plan Year to which it applies. Such election shall remain in
effect for subsequent Plan Years unless modified or terminated by
the Participant during an Enrollment Period or as otherwise provided
in the Plan.
B. The amount that a Participant elects to defer shall be credited to
the Participant's Accounts as soon as practicable following the date
on which the Participant is paid the non-deferred portion of the
Compensation which is the source of the deferral. (In the case of a
Participant electing to defer one hundred percent (100%) of his/her
Bonus, the amount shall be credited to the Participant's Account as
soon as practicable following the date on which the Bonus would have
been paid had the Participant not elected to defer such Bonus.)
C. A Participant's Deferral Contributions shall be suspended
automatically for any payroll period in which such Participant does
not receive any Compensation, including periods of an Authorized
Leave of Absence.
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D. A Participant's Deferral Contributions shall terminate upon the
Participant's Termination of Employment.
3.3 Rules Governing Matching Contributions.
A. The board of any Employer, in its absolute discretion, may determine
to credit to a Participant's Account, established on behalf of its
Eligible Employee, a Matching Contribution. Each Matching
Contribution shall be expressed as a dollar amount or percentage of
the Deferral Contributions made on behalf of the Participant in the
Plan Year to which such Matching Contribution relates. If so
determined, the credit shall be entered as of the last day of such
Plan Year. The board of the Employer electing to credit Matching
Contributions may require employment on the last day of the Plan
Year in order to be eligible to receive such Matching Contributions.
This provision shall not be construed as requiring any Employer to
credit Employer Matching Contributions in (or with respect to) any
Plan Year.
B. The Matching Contribution, if any, shall be credited to the
Participant's Accounts as soon as practicable following the end of
the Plan Year with respect to which the Deferred Contributions are
made by the Participant.
3.4 Vesting.
A. Benefits derived from Deferral Contributions are not subject to
forfeiture for any reason.
B. Benefits derived from Matching Contributions are not subject to
forfeiture, except that all unpaid Matching Contributions shall not
be payable and all rights thereto of the Participant, his
Beneficiary, executors or administrators or any other person to
receive payments of such unpaid Matching Contributions shall be
forfeited upon the occurrence of any of the following in the opinion
of the Administrator:
(1) the Participant's employment with the Employer is terminated
for cause. For purposes of the Plan, "cause" includes, but is
not limited to: (a) the Participant's failure to perform or to
comply with any term or provision of employment; (b)the
Participant's failure to comply fully with any lawful
directive of his/her supervisor; (c) the Participant's
dishonesty or disloyalty; (d) the Participant's being charged
with or accused or convicted of any crime of moral turpitude;
(e) the Participant's substance abuse; (f) the Participant's
breach of any agreement with or policy of his/her Employer
regarding the use and/or disclosure of the Employer's
proprietary information; and (g) the Participant's violation
of the Employer's EEO policy, or any other misconduct by the
Participant which, in the judgment of his/her supervisor,
based on the information then in its possession, has injured
the Employer's business, assets, reputation or goodwill or
would result in such an injury were the Participant to remain
in its employ.
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(2) the Participant's failure to perform or to comply with any
term or provision of employment in effect subsequent to his
termination of employment.
(3) the Participant's employment could have been terminated for
"cause" had the Participant not resigned.
(4) the Participant has committed post-employment acts which, in
the judgment of the Administrator, based on the information
then in its possession, has injured the Employer's business,
assets, reputation or goodwill.
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Article 4
PARTICIPANT ACCOUNTS
4.1 Establishment of Accounts. The following Accounts shall be established
with respect to each Participant:
A. Retirement Account, and
B. Fixed Period Account
As of the Effective Date, each Participant listed on Schedule "A" shall be
credited with an opening balance in his/her Retirement Account as provided
on Schedule "A".
4.2 Benefit Allocation. Each Participant shall submit to the Administrator,
before the close of an Enrollment Period, a written statement specifying
the Participant's allocation of anticipated contributions between his/her
Retirement Account and Fixed Period Account.
4.3 Irrevocable Allocation. A Participant may not modify, alter, amend or
revoke his/her allocation between his/her Retirement Account and Fixed
Period Account for a Plan Year after such Plan Year begins.
4.4 Directed Adjustment of Certain Accounts. If authorized by STV GROUP,
INCORPORATED, a Participant may suggest by written instruction delivered
to the Administrator that his/her Account(s) be valued as if it were
invested in one or more of the Investment Fund(s). The Administrator may
disregard the suggestion of the Participant if it is determined that such
direction will jeopardize the tax status of the Plan. A Participant may
select one or more Investment Fund(s) and may make separate selections
with respect to each Account. A Participant may change his or her
selection of Investment Fund(s) once each calendar quarter. Any such
change, which must be submitted to the Administrator in writing (or such
other form permitted by the Administrator) will become effective as of the
first day of the calendar quarter next following the date of the selection
change. The right to suggest investment direction options shall in no way
be interpreted to give the Participant any greater claim to those Accounts
so directed than that which has been granted to the Participant by the
terms of the Plan.
Each Participant's Account(s) established under Section 4.1 shall be
valued quarterly (or at such other more frequent intervals as elected by
the Administrator). If a Participant is authorized to suggest Investment
Fund(s), his/her Account(s) shall be valued based upon the performance of
the Investment Fund(s) selected by the Participant. Such valuation shall
reflect the fair market value of the designated Investment Fund(s). If a
Participant is not authorized to suggest Investment Fund(s), his/ her
Account(s) shall be valued as indicated on Schedule "B." A valuation
summary shall be prepared as of each Determination Date and reflect the
value of the Account(s) as of the most recent valuation.
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If a Participant who is authorized to suggest Investment Fund(s) fails to
file an Investment Fund selection instruction, If a Participant who is
authorized to suggest Investment Fund(s) fails to file an Investment Fund
selection instruction, he/she shall be deemed to have selected the default
Investment Fund set forth on Schedule "B."
4.5 Election Limitation. The Administrator may establish uniform rules
limiting a Participant's eligibility to allocate contributions to an
Account based on health, income or such other factors that the
Administrator deems appropriate.
4.6 Investment Obligation of the Employer. Benefits are payable as they become
due regardless of any actual investments the Employer may make to meet its
obligations under this Plan. Neither the Employer nor any trustee (in the
event the Employer elects to use a grantor trust to accumulate funds)
shall be obligated to purchase or maintain any asset, and any reference to
investments or Investment Funds is solely for the purpose of computing the
value of Accounts. To the extent a Participant or any person acquires a
right to receive payments from the Employer under this Plan, such right
shall be no greater than the right of any unsecured creditor of the
Employer. Neither this Plan nor any action taken pursuant to the terms of
this Plan shall be considered to create a fiduciary relationship between
the Employer and the Participants or any other persons, or to establish a
trust in which the assets are beyond the claims of any unsecured creditor
of the Employer.
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Article 5
BENEFITS
5.1 Retirement Account.
A. If a Participant terminates employment for any reason, the Employer
shall pay him/her a "Retirement Benefit", in the form determined
under Paragraph B, equal to the value of the vested portion of the
balance credited to his/her Retirement Account. If the Participant's
employment is terminated by reason or his/her death or his/her death
occurs while he/she is in pay status, the Retirement Benefit (or the
balance thereof, as applicable) shall be paid to his/her
Beneficiary.
B. Form of Payment:
(1) Except as provided in Schedule "A", the Retirement Benefit
described in Paragraph A shall be paid in nearly equal monthly
installments over a period of five (5) years commencing as of
the first day of the first month following the Participant's
Termination of Employment. However, upon the request of a
Participant and the consent of the Employer, which may be
withheld in its sole discretion, the Retirement Benefit shall
be paid in a single sum commencing as of the first day of the
first month following the Participant's Termination of
Employment.
(2) Notwithstanding any provision to the contrary, if the
Participant's Retirement Account has a value that is less than
$20,000 at the time that the Retirement Benefit is to
commence, the Participant's Retirement Benefit may, at the
discretion of the Administrator, be paid in the form of a
single sum as soon as administratively feasible following the
Participant's Termination of Employment.
5.2 Fixed Period Account.
A. A benefit equal to the single sum value of the vested portion of a
Participant's Fixed Period Account shall be paid to him/her in the
form of monthly installments payable over a fixed period of five (5)
years, as soon as administratively practicable after January 1st of
the payment year specified by the Participant. Payment year(s) shall
be specified by the Participant prior to his/her initial allocation
to his/her Fixed Period Account or a sub-account, as appropriate. A
payment year must be at least five (5) years after the year with
respect to which the initial Deferral Contribution is allocated to a
Participant's Fixed Period Account (or sub-account).
B. A Participant may establish sub-accounts under his/her Fixed Period
Account with separate payment years for each. A Participant may have
a maximum of two sub-accounts at any time.
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C. If a Participant's employment terminates for any reason and the
Participant has a balance in his/her Fixed Period Account, the
vested portion of the balance shall be transferred to his/her
Retirement Account and distributed in accordance with Section 5.1.
5.3 Distribution on Account of Unforeseeable Emergency. In the event of an
unforeseeable emergency, the Administrator may, if it determines that
there is an unforeseeable emergency with respect to any Participant,
permit a withdrawal from the Participant's Accounts in the following
order, Retirement Account, Fixed Period Account, to the extent needed to
satisfy the unforeseeable emergency. The circumstances that will
constitute an unforeseeable emergency will depend upon the facts of each
case, but, in any case, payment may not be made to the extent that such
hardship is or may be relieved (a) through reimbursement or compensation
by insurance or otherwise, (b) by liquidation of the Participant's assets,
to the extent the liquidation of such assets would not itself cause severe
financial hardship, or (c) by cessation of deferrals under the Plan. As
used herein, "unforeseeable emergency" means a severe financial hardship
to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent (as defined in Code Section
152(a)) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. A
Participant who receives a distribution under this section shall not be
entitled to make any further deferrals for the remainder of the Plan Year.
5.4 Immediate Distribution. From time to time, the Administrator may, in its
sole discretion, determine that the inclusion of an Employee in the Plan
jeopardizes the ability of the Plan to continue to satisfy the
requirements under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. In
such an instance, the Administrator may direct the immediate distribution
to such Participant of any vested amount in his Accounts.
5.5 Distribution of Accounts. Any distribution made to or on behalf of a
Participant from his Account in an amount which is less than the entire
balance of such Account shall be made pro rata from each of the Investment
Funds to which such Account is then allocated, unless another manner of
distribution is approved by the Administrator in it sole discretion.
5.6 Tax Withholding. The Employer may make such provisions and take such
actions as it may deem necessary or appropriate for the withholding of any
taxes which an Employer is required by any law or regulation of any
governmental authority, whether Federal, state or local, to withhold in
connection with any benefits under the Plan, including, but not limited
to, the withholding of appropriate sums from any amount otherwise payable
to the Participant (or his Beneficiary). Each Participant, however, shall
be responsible for the payment of all individual tax liabilities relating
to any such benefits.
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Article 6
ADMINISTRATION
6.1 Appointment of Administrator. STV GROUP, INCORPORATED may appoint an
individual or a committee to serve as Administrator. The Administrator (or
any individual or member of a committee) may be removed by STV GROUP,
INCORPORATED at any time; and any individual may resign at any time by
submitting his/her resignation in writing to STV GROUP INCORPORATED. A new
Administrator (or committee member) shall be appointed as soon as
practicable in the event of a removal or resignation. Any person so
appointed shall signify his/her acceptance by filing a written acceptance
with STV GROUP INCORPORATED. If no individual or committee is appointed
under this Section 6.1, STV GROUP, INCORPORATED shall serve as
Administrator.
6.2 Administrator's Responsibilities. The Administrator is responsible for the
day to day administration of the Plan. The Administrator may appoint other
persons or entities to perform certain of its functions. Such appointment
shall be made and accepted by the appointee in writing and shall be
effective upon the written approval of STV GROUP, INCORPORATED. The
Administrator and any such appointee may employ advisors and other persons
necessary or convenient to help him/her carry out his/her duties. The
Administrator shall have the right to remove any such appointee from
his/her position. Any person, group of persons or entity may serve in more
than one capacity.
6.3 Records and Accounts. The Administrator shall keep all individual and
group records relating to Participants and Beneficiaries, and all other
records necessary for the proper operation of the Plan. Such records shall
be made available to the Employer and to each Participant and Beneficiary
for examination during business hours except that a Participant or
Beneficiary shall examine only such records as pertain exclusively to the
examining Participant or Beneficiary and those records and documents
relating to all Participants generally. The Administrator shall prepare
and shall file as required by law or regulation all reports, forms,
documents and other items required by ERISA, the Code, and every other
relevant statute, each as amended, and all regulations thereunder.
6.4 Administrator's Specific Powers and Duties. In addition to any powers,
rights and duties set forth elsewhere in the Plan, the Administrator shall
have the following powers and duties:
A. to adopt such rules and regulations consistent with the provisions
of the Plan;
B. to enforce the Plan in accordance with its terms and any rules and
regulations it establishes;
C. to maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or by
law;
D. to construe and interpret the Plan and to resolve all questions
arising under the Plan;
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<PAGE>
E. to direct the Employer to pay benefits under the Plan, and to give
such other directions and instructions as may be necessary for the
proper administration of the Plan;
F. to be responsible for the preparation, filing and disclosure on
behalf of the Plan of such documents and reports as are required by
any applicable federal or state law; and
G. to engage assistants and professional advisors.
6.5 Delegation. The Administrator may, by written majority decision, delegate
to each or any one of its number, or to its secretary, authority to sign
any documents on its behalf, or to perform ministerial acts, but no person
to whom such authority is delegated shall perform any act involving the
exercise of any discretion without first obtaining the concurrence of a
majority of the members of the committee, even though he/she alone may
sign any document required by third parties.
6.6 Construction of the Plan. The Administrator shall take such steps as are
considered necessary and appropriate to remedy any inequity that results
from incorrect information received or communicated in good faith or as
the consequence of an administrative error. The Administrator shall have
the sole and absolute discretion to interpret the Plan and shall resolve
all questions arising in the administration, interpretation and
application of the Plan. It shall endeavor to act, whether by general
rules or by particular decisions, so as not to discriminate in favor of,
or against, any person and so as to treat all persons in similar
circumstances uniformly. The Administrator shall correct any defect,
reconcile any inconsistency, or supply any omission with respect to this
Plan. All such corrections, reconciliations, interpretations and
completions of Plan provisions shall be final and binding upon the
parties.
6.7 Employer's Responsibility to Administrator. Each Employer shall furnish
the Administrator such data and information as it may require. The records
of the Employer shall be determinative of each Participant's period of
employment, termination of employment and the reason therefor, leave of
absence, reemployment, Years of Service, personal data, and compensation
reductions. Participants and their Beneficiaries shall furnish to the
Administrator such evidence, data, or information, and execute such
documents, as the Administrator requests.
6.8 Engagement of Assistants and Advisers; Plan Expenses. The Administrator
shall have the right to hire such professional assistants and consultants
as it, in its sole discretion, deems necessary or advisable, including,
but not limited to:
A. investment managers and/or advisers;
B. accountants;
14
<PAGE>
C. actuaries;
D. attorneys;
E. consultants;
F. clerical and office personnel; and
G. medical practitioners.
6.9 Liability. Neither the Administrator nor the Employer shall be liable to
any person for any action taken or omitted in connection with the
administration of this Plan unless attributable to its own fraud or wilful
misconduct; nor shall the Employer be liable to any person for such action
unless attributable to fraud or wilful misconduct on the part of a
director, officer or employee of the Employer.
6.10 Payment of Expenses. If directed by STV GROUP, INCORPORATED, expenses of
the Administrator incurred in the operation or administration of this Plan
shall be charged against the Participant's Accounts to which the expense
relates. If an expense is applicable to more than one Participant's
Accounts, the expense shall be allocated among such Participants' Accounts
in a non-discriminatory manner as determined by STV GROUP, INCORPORATED.
6.11 Indemnity of Administrator. The Employer shall indemnify the Administrator
(including any individual who is a member of a committee serving as the
Administrator) or any individual who is a delegate of the Administrator
against any and all claims, loss, damage, expense or liability arising
from any action or failure to act, except when due to gross negligence or
wilful misconduct.
15
<PAGE>
Article 7
CLAIMS PROCEDURE
7.1 Claim. If a Participant or Beneficiary is denied all or a portion of an
expected Plan benefit for any reason, he/she must file a written
notification of his/her claim with the Administrator. The Administrator
shall notify the Participant or Beneficiary within sixty (60) days of
allowance or denial of the claim. If the Administrator fails to notify the
claimant of his/her decision to grant or deny the claim within sixty (60)
days, such claim shall be deemed to have been denied; and the review
procedure described in Section 7.2 shall become available to the claimant.
The notice provided by the Administrator under this Section shall be in
writing, sent by mail to the Participant's last known address and, if a
denial, must contain the following information:
A. the specific reasons for the denial;
B. the specific reference to the pertinent Plan provision on which the
denial is based;
C. if applicable, a description of any additional information or
material necessary to perfect the claim, and an explanation of why
such information or material is necessary; and
D. an explanation of the claims review procedure and the time
limitations of the review procedure applicable thereto.
7.2 Review Procedure. A Participant or Beneficiary is entitled to request a
review of any denial of his/her claim by the Named Appeals Fiduciary. The
request for review must be submitted in writing within sixty (60) days of
mailing of the notice of the denial. Absent a request for review within
the 60-day period, the claim will be deemed to be conclusively denied. The
Participant or Beneficiary or his/her representative shall be entitled to
review all pertinent documents and to submit issues and comments in
writing. The Named Appeals Fiduciary shall provide a full and fair review
of the claim and render the final decision.
7.3 Final Decision. Within sixty (60) days of mailing of a request for review,
the Named Appeals Fiduciary shall allow or deny the claim, unless special
circumstances require an extension (such as for a hearing); provided,
however, that in no event shall the decision be delayed beyond one hundred
twenty (120) days after receipt of the request for review. The decision
shall be communicated in writing to the Participant or Beneficiary. The
decision shall recite the facts and reasons for denial, with specific
reference to the pertinent Plan provisions.
16
<PAGE>
7.4 Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary
shall be the person or persons named as such by the Board, or, if no such
person or persons be named, then the person or persons named by the
Administrator as the Named Appeals Fiduciary. The Named Appeals Fiduciary
may at any time be removed by the Board, and any Named Appeals Fiduciary
named by the Administrator may be removed by the Administrator. All such
removals may be with or without cause and shall be effective on the date
stated in the notice of removal. The Named Appeals Fiduciary shall be a
"Named Fiduciary" within the meaning of ERISA, and, unless appointed to
other fiduciary responsibilities, shall have no authority, responsibility,
or liability with respect to any matter other than the proper discharge of
the functions of the Named Appeals Fiduciary as set forth herein.
17
<PAGE>
Article 8
AMENDMENT AND TERMINATION
8.1 Plan Amendment. The Plan may be amended in whole or in part by the Board
at any time; provided, that (i) no amendment shall deprive a Participant
or Beneficiary of any benefit to which he/she is entitled under this Plan
with respect to Deferral Contributions made prior to such amendment; (ii)
no amendment shall decrease a Participant's vested interest in his/her
Account; and (iii) no amendment shall eliminate any form of benefit that
is available to a Participant pursuant to Section 5.1 at the time the
Participant elected his/her benefit payment form. Each amendment shall be
approved by the Board by resolution.
8.2 No Premature Distribution. Subject to Section 8.3, no amendment hereto
shall permit amounts accumulated prior to the amendment to be paid to a
Participant or Beneficiary prior to the time he/she would otherwise be
entitled thereto.
8.3 Termination of the Plan. STV GROUP, INCORPORATED reserves the right to
terminate the Plan and/or the Deferral Agreement pertaining to any
Participant at any time prior to the commencement of benefits. Such
termination shall be approved by the Board by resolution; or, in the case
of a termination by an entity which is included in the term Employer, by
the board of directors of the terminating entity. In the event of any such
termination, the Employer shall pay a benefit to the Participant or the
Beneficiary of any deceased Participant, in lieu of other benefits
hereunder, equal to the value of the Participant's Accounts without any
other adjustment. Termination, in whole or in part, of the Plan by an
entity which is included in the term Employer shall have no effect on the
continued operation of the Plan with respect to other entities
constituting Employer.
18
<PAGE>
Article 9
ADOPTION AND WITHDRAWAL BY OTHER ORGANIZATION
9.1 Affiliates. Subject to the consent and approval of STV GROUP,
INCORPORATED, an Affiliate now in existence or hereafter formed or
acquired, which is not already a participating Employer under this Plan,
and which is otherwise legally eligible may, with the consent and approval
of STV GROUP, INCORPORATED, adopt the Plan, and thereby from and after the
specified effective date become a participating Employer under this Plan.
Such adoption shall be effectuated and evidenced by a formal resolution
for the board of directors of such Affiliate. The adopting resolution may
contain such specific changes and variations in the Plan as may be
acceptable to STV GROUP, INCORPORATED. The adopting resolution for an
Affiliate shall become, as to such Affiliate and its Employees, a part of
this Plan as then in effect. It shall not be necessary for such adopting
Affiliate to execute the Plan as then in effect. The effective date of the
Plan for any such adopting Affiliate shall be that stated in the adopting
resolution and from and after such effective date such adopting Affiliate
shall assume all the rights, obligations and liabilities of an Employer
under the Plan.
9.2 Withdrawal. Any participating Employer, by action for its board of
directors and notice to STV GROUP, INCORPORATED, may withdraw from the
Plan at any time without affecting other Employers not withdrawing by
complying with the provisions of the Plan. A withdrawing Employer may
arrange for the continuation by itself or its successor of this Plan in
separate forms for its own Employees, with such amendments if any, as it
may deem proper, and may arrange for continuation of the Plan by merger
with an existing plan.
19
<PAGE>
Article 10
MISCELLANEOUS
10.1 Supplemental Benefits. The benefits provided for the Participants under
this Plan are in addition to benefits provided by any other plan or
program of the Employer and, except as otherwise expressly provided
herein, the benefits of this Plan shall supplement and shall not supersede
any plan or agreement between the Employer and any Participant or any
provisions contained herein.
10.2 Designation of Beneficiary. Each Participant may designate a Beneficiary
or Beneficiaries (which Beneficiary may be an entity other than a natural
person) to receive any payments which may be made following the
Participant's death. Such designation may be changed or canceled at any
time without the consent of any such Beneficiary. Any such designation,
change or cancellation must be made in a form approved by the
Administrator and shall not be effective until received by the
Administrator, or its designee. If a Participant has failed to designate a
Beneficiary for any Account, or if the Beneficiary designated by the
Participant is dead or cannot be located, then the Participant's Account
for which there is no Beneficiary shall be distributed in the following
order of priority: (a) first to the Participant's surviving spouse, if
any, (b) second among the Participant's then living children, in equal
shares, if any, and (c) third to the personal representative of the
Participant's estate.
10.3 Limitation of Participant's Rights. Nothing in this Plan shall be
construed as conferring upon any Participant any right to continue in the
employment of an Employer, nor shall it interfere with the rights of an
Employer to terminate the employment of any Participant and/or take any
personnel action affecting any Participant without regard to the effect
which such action may have upon such Participant as a recipient or
prospective recipient of benefits under the Plan.
10.4 Obligations to Employer. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the
Participant has outstanding any debt, obligation, or other liability
representing an amount owing to an Employer, then such Employer may offset
such amount owed to it against the amount of benefits otherwise
distributable. Such determination shall be made by the Administrator.
10.5 Nonalienation of Benefits. Except as expressly provided herein, no
Participant or Beneficiary shall have the power or right to transfer
(otherwise than by will or the laws of descent and distribution),
alienate, or otherwise encumber the Participant's interest under the Plan.
Any such attempted assignment shall be considered null and void. The
interest of any Participant or any beneficiary receiving payments
hereunder shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or the Participant's
Beneficiary. An Employer's obligations under this Plan are not assignable
or transferable except to (a) a business entity
20
<PAGE>
which acquires all or substantially all of an Employer's assets of (b) any
business entity into which an Employer may be merged or consolidated.
10.6 Unfunded Status of Plan. The Plan is intended to constitute an "unfunded"
plan of deferred compensation for Participants for tax and for purposes of
Title 1 of ERISA. The Plan constitutes a mere promise by the Employer to
make benefit payments in the future. Each Employer shall not be liable for
any benefit payments to any other Employer's Eligible Employees who are
Participant is this Plan. Benefits payable hereunder shall be payable out
of the general assets of the applicable Employer, and no segregation of
any assets whatsoever for such benefits shall be made. With respect to any
payments not yet made to a Participant, nothing contained herein shall
give any such Participant any rights that are greater than those of a
general creditor of his/her Employer.
10.7 Severability. If any provision of this Plan is held unenforceable, the
remainder of the Plan shall continue in full force and effect without
regard to such unenforceable provision and shall be applied as though the
unenforceable provision were not contained in the Plan.
10.8 Gender, Singular & Plural. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, or neuter, as the identify
of the person or persons may require. As the context may require, the
singular may be read as the plural and the plural as the singular.
10.9 Notice. Any notice or filing required or permitted to be given to the
Administrator under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the Administrator
or to such representatives as the Administrator may designate from time to
time. Such notice shall be deemed given as to the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
10.10 Governing Law. The Plan shall be governed and construed under the laws of
the Commonwealth of Pennsylvania to the extent not preempted by Federal
law which shall otherwise control.
10.11 Binding Terms. The provisions of the Plan shall be binding upon and inure
to the benefit of the parties hereto, their respective heirs, executors,
administrators and successors.
21
<PAGE>
10.12 Headings. All headings preceding the text of the several Sections hereof
are inserted solely for reference and shall not constitute a part of this
Plan, nor affect its meaning, construction or effect.
IN WITNESS WHEREOF, and as evidence of its adoption of this Plan, STV
GROUP, INCORPORATED has caused the same to be executed this 31st day of May ,
2000.
STV GROUP, INCORPORATED
ATTEST:
By: /s/ Peter W. Knipe By: /s/ Dominick M. Servedio
--------------------------------- --------------------------------
Secretary President
22
<PAGE>
STV GROUP, INCORPORATED Benefit Allocation Form
NON-QUALIFIED MANAGEMENT SAVINGS PLAN 2000 Plan Year
--------------------------------------------------------------------------------
Participant's First Name Middle Initial Last Name
Compensation Bonus
Deferral Deferral
Benefit Accounts (Enter %) (Enter %)
--------------------------------------------------------------------------------
Retirement Account ------- -------
--------------------------------------------------------------------------------
Fixed Period Account
Account 1 Payout Year: -------------------- ---------- ----------
Account 2 Payout Year: -------------------- ---------- ----------
--------------------------------------------------------------------------------
Totals (the sum of your allocations must equal 100%) 100% 100%
=========== =======
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Participant's Signature: Date:
------------------------- --------------------
<PAGE>
STV GROUP, INCORPORATED Deferral Agreement
NON-QUALIFIED MANAGEMENT SAVINGS PLAN 2000 Plan Year
--------------------------------------------------------------------------------
Participant's First Name Middle Initial Last Name
Deferral Authorization
Pursuant to the STV Group, Incorporated Non-Qualified Management Savings Plan, I
hereby elect the following and authorize STV Group, Incorporated to reduce my
compensation and cash bonus, if applicable, consistent with this election for
the ______________________, 2000 to December 31, 2000 plan year.
|_| I elect to defer____% (1%-50%) from my compensation.
|_| I elect to defer____% (1%-100%) from my 2000 annual cash bonus, if
any (to be paid in 2001).
Other instructions:_______________________________________________
|_| I choose not to participate during this Plan Year.
Additional Plan Information
Your deferral election is irrevocable--binding both you and the company. This
deferral is independent of any previous election to defer pursuant to any other
plan or arrangement you may have with the company. Amounts deferred will remain
assets of the company subject to the claims of its creditors until paid pursuant
to the terms of the Plan.
In addition, the Plan does not give rise to most of the protective provisions
accorded to employees, in general, under the Employee Retirement Income Security
Act of 1974 (ERISA), as amended. Benefits are payable as they become due
irrespective of any investment the company may make to meet the plan
obligations. The company is not obligated to purchase or maintain any assets,
and any reference to assets is solely for the purpose of computing benefits. No
participant, beneficiary, or heir has any right to commute, sell, transfer,
assign or otherwise convey the right to receive any payment under the terms of
the plan. Any such attempted assignment shall be considered null and void.
Note: To the extent any provision in this agreement contradicts the plan
document, the latter shall prevail.
--------------------------------------- ---------------------------
Participant's Signature Date
--------------------------------------- ---------------------------
STV Group, Incorporated Date
<PAGE>
STV GROUP, INCORPORATED Investment Allocation Form
NON-QUALIFIED MANAGEMENT SAVINGS PLAN 2000 Plan Year
--------------------------------------------------------------------------------
First Name Middle Initial Last Name
Investment Measurement Options
(Enter in Whole Percentages not less than 1%)
<TABLE>
<CAPTION>
------------------------------------------------------------------------
Retirement Account Fixed Period Accounts
------------------------------------------------------------------------
<S> <C> <C> <C>
Payout Payout
Mutual Funds Yr.____ Yr.____
--------------------------- ----------% --------% -------%
--------------------------- ----------% --------% -------%
--------------------------- ----------% --------% -------%
--------------------------- ----------% --------% -------%
Total 100% 100% 100%
=========== ========= ========
------------------------------------------------------------------------
</TABLE>
Participant's Signature:__________________________ Date:______________________
<PAGE>
STV GROUP, INCORPORATED NON-QUALIFIED MANAGEMENT SAVINGS PLAN
SCHEDULE "A"
<TABLE>
<CAPTION>
Beginning Retirement
Account Balance Distribution Last Payment
Participant Name June 1, 2000 Period Due
---------------- ------------ --------- ---
<S> <C> <C> <C>
Marvin Hillman $226,779.11 8 yrs., 11 mo. April 2009
Stephen Kraffmiller $75,479.64 2 yrs., 9 mos. February 2003
Thomas Hagerty $42,307.60 N/A N/A
Whitney Sanders II $111,132.59 N/A N/A
Dominick Servedio $61,918.79 N/A N/A
</TABLE>
<PAGE>
STV GROUP, INCORPORATED NON-QUALIFIED MANAGEMENT SAVINGS PLAN
SCHEDULE "B"
1. No Authorization for Suggesting Investment Fund(s).
All Beginning Retirement Account Balances effective as of June 1, 2000,
will be credited with earnings equal to the prime rate in effect as of June 1,
2000 (as determined by STV Group, Incorporated) plus 1%. A new prime rate will
be determined each November 1st thereafter for purposes of crediting earnings
for the one year-period commencing on that date and ending on the subsequent
October 31st .
2. Authorization for Suggesting Investment Fund(s).
Each Participant who elects to make a deferral contribution on or after
June 1, 2000 shall be permitted to suggest any type of investment for such
deferral contributions only.
3. Default Investment Fund(s).
The default Investment Fund as referred in Section 4.4 shall be any
money market fund designated by STV Group, Incorporated from time to time.
