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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
MASTER PLAN DOCUMENT
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EFFECTIVE JANUARY 1, 2001
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TABLE OF CONTENTS
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PURPOSE ...............................................................................................1
ARTICLE 1 DEFINITIONS....................................................................................1
ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY.............................................................6
2.1 SELECTION BY COMMITTEE.........................................................................6
2.2 ENROLLMENT REQUIREMENTS........................................................................6
2.3 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................................6
2.4 TERMINATION OF PARTICIPATION AND/OR CONTRIBUTIONS..............................................7
ARTICLE 3 COMPANY CONTRIBUTION/CREDITING/TAXES...........................................................7
3.1 ANNUAL COMPANY CONTRIBUTION AMOUNT.............................................................7
3.2 VESTING........................................................................................8
3.3 CREDITING/DEBITING OF ACCOUNT BALANCE.........................................................10
3.4 FICA AND OTHER TAXES..........................................................................11
ARTICLE 4 UNFORESEEABLE FINANCIAL EMERGENCIES...........................................................12
4.1 WITHDRAWAL PAYOUT FOR UNFORESEEABLE FINANCIAL EMERGENCIES.....................................12
ARTICLE 5 RETIREMENT BENEFIT............................................................................12
5.1 RETIREMENT BENEFIT............................................................................12
5.2 PAYMENT OF RETIREMENT BENEFIT.................................................................12
5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT...............................................13
ARTICLE 6 PRE-RETIREMENT SURVIVOR BENEFIT...............................................................13
6.1 PRE-RETIREMENT SURVIVOR BENEFIT...............................................................13
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT....................................................13
ARTICLE 7 TERMINATION BENEFIT...........................................................................14
7.1 TERMINATION BENEFIT...........................................................................14
7.2 PAYMENT OF TERMINATION BENEFIT................................................................14
7.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT...............................................14
ARTICLE 8 DISABILITY BENEFIT............................................................................14
8.1 CONTINUED ELIGIBILITY; DISABILITY BENEFIT.....................................................14
ARTICLE 9 BENEFICIARY DESIGNATION.......................................................................15
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9.1 BENEFICIARY...................................................................................15
9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................................15
9.3 ACKNOWLEDGEMENT...............................................................................15
9.4 NO BENEFICIARY DESIGNATION....................................................................15
9.5 DOUBT AS TO BENEFICIARY.......................................................................15
9.6 DISCHARGE OF OBLIGATIONS......................................................................15
ARTICLE 10 LEAVE OF ABSENCE..............................................................................16
10.1 PAID LEAVE OF ABSENCE.........................................................................16
10.2 UNPAID LEAVE OF ABSENCE.......................................................................16
ARTICLE 11 TERMINATION, AMENDMENT OR MODIFICATION........................................................16
11.1 TERMINATION...................................................................................16
11.2 AMENDMENT.....................................................................................16
11.3 PLAN AGREEMENT................................................................................17
11.4 EFFECT OF PAYMENT.............................................................................17
ARTICLE 12 ADMINISTRATION................................................................................17
12.1 COMMITTEE DUTIES..............................................................................17
12.2 AGENTS........................................................................................17
12.3 BINDING EFFECT OF DECISIONS...................................................................17
12.4 INDEMNITY OF COMMITTEE........................................................................18
12.5 EMPLOYER INFORMATION..........................................................................18
ARTICLE 13 OTHER BENEFITS AND AGREEMENTS.................................................................18
13.1 COORDINATION WITH OTHER BENEFITS..............................................................18
ARTICLE 14 CLAIMS PROCEDURES.............................................................................18
14.1 PRESENTATION OF CLAIM.........................................................................18
14.2 NOTIFICATION OF DECISION......................................................................18
14.3 REVIEW OF A DENIED CLAIM......................................................................19
14.4 DECISION ON REVIEW............................................................................19
14.5 LEGAL ACTION..................................................................................19
ARTICLE 15 TRUST.........................................................................................20
15.1 ESTABLISHMENT OF THE TRUST....................................................................20
15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................................20
15.3 DISTRIBUTIONS FROM THE TRUST..................................................................20
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15.4 INVESTMENT OF TRUST ASSETS....................................................................20
15.5 NO CLAIM ON TRUST ASSETS......................................................................20
ARTICLE 16 MISCELLANEOUS.................................................................................21
16.1 STATUS OF PLAN................................................................................21
16.2 UNSECURED GENERAL CREDITOR....................................................................21
16.3 EMPLOYER'S LIABILITY..........................................................................21
16.4 NONASSIGNABILITY..............................................................................21
16.5 NOT A CONTRACT OF EMPLOYMENT..................................................................21
16.6 FURNISHING INFORMATION........................................................................22
16.7 TERMS.........................................................................................22
16.8 CAPTIONS......................................................................................22
16.9 GOVERNING LAW.................................................................................22
16.10 NOTICE........................................................................................22
16.11 SUCCESSORS....................................................................................22
16.12 SPOUSE'S INTEREST.............................................................................22
16.13 VALIDITY......................................................................................22
16.14 INCOMPETENT...................................................................................22
16.15 COURT ORDER...................................................................................23
16.16 DISTRIBUTION IN THE EVENT OF TAXATION.........................................................23
16.17 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL..........................................23
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Supplemental Executive Retirement Plan
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MGM MIRAGE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective January 1, 2001
PURPOSE
The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of MGM MIRAGE,
a Delaware corporation, and its subsidiaries that sponsor this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA.
ARTICLE 1
DEFINITIONS
For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
1.1 "Account Balance" shall mean the sum of (a) and (b) less the sum of (c) and
(d):
(a) The sum of the Participant's Annual Company Contribution Amounts.
(b) Amounts credited or debited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant's
Account Balance.
(c) Any forfeitures under Section 3.2.
(d) All distributions made to the Participant or his or her Beneficiary
pursuant to this Plan. The Account Balance shall be a bookkeeping
entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this
Plan.
1.2 "Annual Company Contribution Amount" shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.1.
1.3 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 9, that are entitled to
receive benefits under this Plan upon the death of a Participant or the
death of a predecessor Beneficiary receiving benefits under the Plan.
1.4 "Beneficiary Designation Form" shall mean the form established from time to
time by the Committee that a Participant completes, signs and returns to
the Committee to designate one or more Beneficiaries.
1.5 "Board" shall mean the board of directors of the Company.
1.6 "Change in Control" shall mean the first to occur of any of the following
events:
(a) Any "person" or "group" of persons (as such terms are used in Section
13 and 14(d)(2) of the Securities Exchange Act of 1934, as amended
("Exchange Act")), other than Tracinda Corporation, Kirk Kerkorian,
members of the immediate family of Kirk Kerkorian, the
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heirs and legatees of Kirk Kerkorian and trusts or other entities for
the benefit of such persons or affiliates of such persons (as such
term "affiliates" is defined in the rules promulgated by the
Securities and Exchange Commission), becomes the beneficial owner (as
that term is used in Section 13(d) of the Exchange Act), directly or
indirectly, of fifty percent (50%) or more of the Company's capital
stock entitled to vote generally in the election of directors. (For
the avoidance of doubt, as of the date of the adoption of this Plan,
Tracinda Corporation and its sole shareholder, Kirk Kerkorian, are the
beneficial owners of in excess of fifty percent (50%) of the Company's
capital stock);
(b) At any time, individuals who, at the date of the adoption of this
Plan, constitute the Board, and any new director (other than a
director designated by a person who has entered into an agreement with
the Company to effect a transaction described in clause (a), (c), (d)
or (e) of this Section 1.6) whose election by the Board or nomination
for election by the Company's shareholders was approved by a majority
vote of either (1) the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, or (2) the members
of the Company's Executive Committee then still in office who either
were members at the beginning of the period or whose election or
nomination for election to the Executive Committee was previously so
approved by the directors or the Executive Committee, cease for any
reason to constitute at least a majority of the Board;
(c) Any consolidation or merger of the Company, other than a consolidation
or merger of the Company in which the holders of the common stock of
the Company immediately prior to the consolidation or merger hold more
than fifty percent (50%) of the common stock of the surviving
corporation immediately after the consolidation or merger;
(d) Any liquidation or dissolution of the Company; or
(e) The sale or transfer of all or substantially all of the assets of the
Company to parties that are not within a "controlled group of
corporations" (as defined in Code Section 1563) in which the Company
is a member.
1.7 "Claimant" shall have the meaning set forth in Section 14.1.
1.8 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
from time to time.
1.9 "Committee" shall mean the committee described in Article 12.
1.10 "Company" shall mean MGM MIRAGE, a Delaware corporation, and any successor
to all or substantially all of the Company's assets or business.
1.11 "Compensation" shall mean the Participant's cash base salary relating to
services performed during any calendar year, whether or not paid in such
calendar year or included on the Federal Income Tax Form W-2 for such
calendar year, excluding bonuses and incentive payments, fringe benefits,
stock options, relocation expenses, non-monetary awards, automobile and
other allowances paid to a Participant for employment services rendered
(whether or not such allowances are included in the Employee's gross
income). Compensation shall be calculated
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before reduction for compensation voluntarily deferred or contributed by
the Participant pursuant to all qualified or non-qualified plans of any
Employer and shall be calculated to include amounts not otherwise included
in the Participant's gross income under Code Section 125, 402(e)(3),
402(h), or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to the
extent that, had there been no such plan, the amount would have been
payable in cash to the Employee.
1.12 "Deduction Limitation" shall mean the following described limitation on a
benefit that may otherwise be distributable pursuant to the provisions of
this Plan. Except as otherwise provided, this limitation shall be applied
to all distributions that are "subject to the Deduction Limitation" under
this Plan. If an Employer determines in good faith prior to a Change in
Control that there is a reasonable likelihood that any compensation paid to
a Participant for a taxable year of the Employer would not be deductible by
the Employer solely by reason of the limitation under Code Section 162(m),
then to the extent deemed necessary by the Employer to ensure that the
entire amount of any distribution to the Participant pursuant to this Plan
prior to the Change in Control is deductible, the Employer may defer all or
any portion of a distribution under this Plan. Any amounts deferred
pursuant to this limitation shall continue to be credited/debited with
additional amounts in accordance with Section 3.3, even if such amount is
being paid out in installments. The amounts so deferred and amounts
credited thereon shall be distributed to the Participant or his or her
Beneficiary (in the event of the Participant's death) at the earliest
possible date, as determined by the Employer in good faith, on which the
deductibility of compensation paid or payable to the Participant for the
taxable year of the Employer during which the distribution is made will not
be limited by Section 162(m).
1.13 "Disability" shall mean incapacity for medical reasons certified by a
licensed physician that precludes a Participant from performing the
essential functions of the Participant's duties of employment for a
substantially consecutive period of six months or more, as such disability
is determined by the Committee in its sole discretion.
1.14 "Disability Benefit" shall mean the benefit set forth in Article 8.
1.15 "Disclosure of Confidential Information" shall mean, for purposes of this
Plan, a Participant's willful disclosure or use of any "Confidential
Information" (as defined below) (except (i) in connection with regularly
assigned duties for any Employer, (ii) as consented to in writing by any
Employer or (iii) under legal compulsion) at any time during or following
the term of employment, directly or indirectly, for any purpose whatsoever,
whether or not such Confidential Information was acquired while the
Participant was engaged in the Employers' affairs and regardless of by whom
such Confidential Information was generated, either by the Participant or
others in the employ of the Employers, or outside the Employers. For
purposes of this Plan, "Confidential Information" shall mean confidential
information, not generally known to the public and which was not already in
the rightful possession of the person to whom it is disclosed, of a special
and unique nature and value pertaining to the business of the Employers and
relating to such matters as, without limitation, the Employers' patents,
copyrights, employee data, proprietary information, trade secrets,
inventions, software, systems, procedures, manuals,
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processes, applications, business practices and agreements, financial
information, research and development, marketing strategies, know-how and
lists of customers (which are deemed for all purposes confidential and
proprietary).
1.16 "Election Form" shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee
to make an election under the Plan.
1.17 "Employee" shall mean a person who is an employee of any Employer.
1.18 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in
existence or hereafter formed or acquired) that have been selected by the
Board to participate in the Plan and have adopted the Plan as a sponsor.
1.19 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.
1.20 "Months of Continuous Service" shall mean, subject to the next sentence,
the total number of continuous full calendar months that a Participant has
been employed by one or more Employers (any partial calendar month of
employment shall not be counted). Despite the foregoing, any employment
prior to January 1, 1994, with one or more Employers shall not be taken
into account for purposes of calculating Months of Continuous Service.
Further, any Termination of Employment before Retirement, death or
Disability and a subsequent re-employment with any Employer shall cause the
calculation of Months of Continuous Service to begin again based on the
date of re-employment, and service prior to such re-employment shall be
disregarded. Notwithstanding the immediately previous sentence, the
Committee, in its sole discretion, may allow Months of Continuous Service
prior to a Termination of Employment to be counted after a re-employment.
During any period of Disability or unpaid leave of absence, a Participant
shall not be credited with additional Months of Continuous Service.
1.21 "Months of Plan Participation" shall mean the total number of continuous
full months a Participant has been a Participant in the Plan, starting with
his or her Plan Entry Date.
1.22 "Participant" shall mean any Employee (i) who is selected to participate in
the Plan, (ii) who elects to participate in the Plan, (iii) who signs a
Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv)
whose signed Plan Agreement, Election Form and Beneficiary Designation Form
are accepted by the Committee, (v) who commences participation in the Plan,
and (vi) whose Plan Agreement has not terminated. A spouse or former spouse
of a Participant, as such, shall not be treated as a Participant in the
Plan or have an account balance under the Plan, even if he or she has an
interest in the Participant's benefits under the Plan in accordance with
Article 5 or 6 of the Plan, or as a result of applicable law or property
settlements resulting from legal separation or divorce.
1.23 "Plan" shall mean the Company's Supplemental Executive Retirement Plan,
which shall be evidenced by this instrument and by each Plan Agreement, as
they may be amended from time to time.
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1.24 "Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant's Employer shall provide for the entire benefit to which such
Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement. The terms of any Plan Agreement may be
different for any Participant, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.
1.25 "Plan Entry Date" shall mean the date on which a Participant first
commences participation in the Plan, as determined by the Committee in its
sole discretion.
1.26 "Plan Year" shall mean, for the first Plan Year, a period beginning on the
effective date of this Plan and ending on December 31 of the calendar year.
For each subsequent Plan Year, a Plan Year shall mean a period beginning on
January 1 of each calendar year and continuing through December 31 of such
calendar year.
1.27 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
Article 6.
1.28 "Quarterly Installment Method" shall mean quarterly installment payments
over the number of quarters selected by the Participant in accordance with
this Plan or as specified in the Plan, calculated as follows: the vested
Account Balance of the Participant shall be calculated as of the close of
business on the last business day of the calendar quarter in which the
Participant becomes entitled to a quarterly installment payment under this
Plan. The quarterly installment shall be calculated by multiplying this
balance by a fraction, the numerator of which is one, and the denominator
of which is the remaining number of quarterly payments due the Participant.
By way of example, if the Participant elects 40 quarters, the first payment
shall be 1/40 of the vested Account Balance, calculated as described in
this definition. For the following calendar quarter, the payment shall be
1/39 of the vested Account Balance, calculated as described in this
definition.
1.29 "Reasonable Cause" shall mean a voluntary termination of employment by the
Participant following: (i) any action by the Participant's Employer which
results in a material diminution in the Participant's position, authority,
duties or responsibilities to the Employer, including for this purpose any
change in the Participant's employment location that is more than 60 miles
from his or her location at the time of any Change in Control, or (ii) any
reduction in the Participant's compensation not agreed to by the
Participant; provided that, in either case, an isolated, insubstantial, and
inadvertent failure or action not taken in bad faith and which is promptly
remedied after notice by the Participant to the Participant's Employer
shall not be deemed to be "Reasonable Cause".
1.30 "Retirement", "Retire(s)" or "Retired" shall mean severance from employment
from all Employers for any reason other than an authorized leave of
absence, death or Disability on or
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after the attainment of (i) age sixty-five (65) or (ii) age fifty-five (55)
with one hundred twenty (120) Months of Continuous Service.
1.31 "Retirement Benefit" shall mean the benefit set forth in Article 5.
1.32 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.33 "Termination for Cause" shall mean, for purposes of this Plan, that the
Participant's Employers, acting in good faith and based upon the
information then known to them, after due inquiry, terminate the
Participant's employment with all Employers because the Participant (i) has
been convicted of a felony or other crime involving moral turpitude, (ii)
has acted or failed to act in connection with his or her employment in such
manner as would constitute gross negligence or willful misconduct, (iii)
has continued and habitual use of narcotics or alcohol that materially
impairs the Participant's performance of his or her employment duties or
(iv) has otherwise acted or failed to act in a manner which constitutes
grounds for termination for cause (or the equivalent) as defined in any
written employment agreement between the Participant and an Employer (other
than a Participant's death or Disability).
1.34 "Termination of Employment" shall mean the severing of employment with all
Employers, voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence.
1.35 "Trust" shall mean one or more trusts established pursuant to Section 15.1.
1.36 "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
that is caused by an event beyond the control of the Participant that would
result in severe financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent
of the Participant, (ii) a loss of the Participant's property due to
casualty, or (iii) such other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.
ARTICLE 2
SELECTION, ENROLLMENT, ELIGIBILITY
2.1 SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees, as determined
by the Committee in its sole discretion. From that group, the Committee
shall select, in its sole discretion, Employees to participate in the Plan.
2.2 ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
Employee shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form. In
addition, the Committee shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are
necessary.
2.3 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee selected
to participate in the Plan has met all enrollment requirements set forth in
this Plan and required by the
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Committee, including returning all required documents to the Committee,
that Employee shall commence participation in the Plan as of the first day
of the calendar quarter following the calendar quarter in which he or she
completes all enrollment requirements (which may occur prior to the
effective date of this Plan).
2.4 TERMINATION OF PARTICIPATION AND/OR CONTRIBUTIONS. If the Committee
determines in good faith that a Participant no longer qualifies as a member
of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in
its sole discretion, to (i) discontinue making any additional contributions
to the Plan for and on behalf of that Participant, and/or (ii) immediately
distribute the Participant's then vested Account Balance as a Termination
Benefit and terminate the Participant's participation in the Plan. The
payment of any amount under this Section 2.4 shall be subject to the
Deduction Limitation.
ARTICLE 3
COMPANY CONTRIBUTION/CREDITING/TAXES
3.1 ANNUAL COMPANY CONTRIBUTION AMOUNT. For a Participant, the Annual Company
Contribution Amount shall be calculated for each Plan Year in the following
manner:
(a) The Participant's projected Months of Continuous Service until age 65
(which shall not exceed 360 months) shall be calculated assuming that
the first Month of Continuous Service is his or her Plan Entry Date
(and if the Participant experiences a Termination of Employment and is
rehired, the first day of the rehire, rather than the original date of
employment shall be used, unless the Committee, in its sole
discretion, determines otherwise) and (ii) the Participant's
employment with at least one Employer will continue until the
Participant reaches age 65. (The Committee, in its sole discretion,
may award Months of Continuous Service for employment service with an
Employer prior to the Plan Entry Date, provided that any such award
shall not exceed 84 months.) The number of months so calculated shall
be divided by 12, rounding the number to two decimal places. (For
example, if a Participant turns age 40 on his or her Plan Entry Date
and has been granted by the Committee 60 months of continuous service
prior to commencing participation in the Plan, his or her Months of
Continuous Service shall be 360 and that number shall be divided by
12, with a result of 30.)
(b) The result in (a) above shall be multiplied by 2%.
(c) The result in (b) above shall have 5% added to it. (As a note of
clarification, this percentage is subject to vesting under Section
3.2(a)(i) and shall be shown on periodic benefit statements as
unvested until vesting occurs and represents an additional benefit for
60 Months of Continuous Service starting with the Participant's Plan
Entry Date.)
(d) The result in (c) above shall be multiplied by the "Applicable
Percentage" found in the Table attached to this Plan as Schedule A.
The "Applicable Percentage" shall correspond
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to the Participant's age, stated in complete months (using the
Participant's birthday and monthly anniversary dates of that birthday
to determine complete months), on the Participant's Plan Entry Date.
(e) The result in (d) above shall be multiplied by the Participant's
Compensation for the applicable Plan Year. In this regard, for the
first year of the Participant's Plan participation, Compensation shall
be the Participant's Compensation as of the Participant's Plan Entry
Date, adjusted to take into account only the Compensation to be paid
from the Plan Entry Date to the end of the Plan Year. For subsequent
Plan Years, Compensation shall be the Participant's Compensation,
determined as of the first day of the Plan Year. Despite the
foregoing, should a Participant receive a Compensation increase during
any calendar quarter of Plan participation, the above computations in
this Section 3.1 will be recalculated to take into account, for the
purpose of calculating the installment contribution for that calendar
quarter and any subsequent calendar quarter during the Plan Year, the
Compensation increase.
(f) The result in (e) above shall be the Annual Company Contribution
Amount and that amount shall be credited to the Participant's Account
Balance as follows. For the first year of Plan participation, it shall
be credited in equal installments on the last day of each calendar
quarter during that portion of the Plan Year for which the Participant
participates in the Plan. For subsequent Plan Years, the Annual
Company Contribution Amount shall be credited to the Participant's
Account Balance in equal quarterly installments on the last day of
each calendar quarter; provided, however, that if a Participant is not
employed by an Employer as of the last day of a calendar quarter, the
portion of the Annual Company Contribution Amount that otherwise would
be credited to the Participant's Account Balance for that calendar
quarter shall not be credited. Despite the foregoing, no contribution
shall be made for any calendar quarter after the calendar quarter in
which a Participant reaches age 65.
3.2 VESTING.
(a) Except as otherwise provided in this Section 3.2:
(i) A Participant shall vest in that portion of a Participant's
Account Balance that represents the 5% additional benefit
provided for in Section 3.1(c), plus earnings thereon, upon the
Participant's attainment of both (1) sixty (60) Months of Plan
Participation and (2) one hundred and twenty (120) Months of
Continuous Service. If a Participant does not vest in accordance
with the immediately preceding sentence, for purposes of
determining the Participant's vested Account Balance under this
Plan, the contributions credited to the Participant's Account
Balance under Section 3.1, starting with the first Plan Year in
which the Participant commences participation in the Plan, shall
be calculated without the addition of 5% in Section 3.1(c) and
earnings thereon. For purposes of this
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Section 3.2(a) only, the Committee, in its sole discretion, may
award a Participant with extra Months of Continuous Service, not
to exceed 84 months.
(ii) A Participant shall vest in his or her remaining Account Balance
(i.e., the portion not described in (i) above) upon the
attainment of thirty-six (36) Months of Plan Participation.
(iii) In the event of a Participant's death or Disability, a
Participant's Account Balance shall immediately become 100%
vested (if it is not already vested in accordance with the above
vesting schedules). In addition, if a Change in Control occurs
and, within two years of the date of that Change in Control, the
Participant is terminated by his or her Employer without cause
(i.e., other than for a Termination for Cause), or the
Participant terminates his or her employment for Reasonable
Cause, then the Participant's Account Balance shall immediately
become 100% vested (if it is not already vested in accordance
with the above vesting schedules).
(b) Notwithstanding subsection (a) above, the vesting schedule for a
Participant's Account Balance shall not be accelerated to the extent
that the Committee determines that such acceleration would cause the
deduction limitations of Section 280G of the Code to become effective.
In the event that all of a Participant's Account Balance is not vested
pursuant to such a determination, the Participant may request
independent verification of the Committee's calculations with respect
to the application of Section 280G. In such case, the Committee must
provide to the Participant within 15 business days of such a request
an opinion from a nationally recognized accounting firm selected by
the Participant (the "Accounting Firm"). The opinion shall state the
Accounting Firm's opinion that any limitation on the vested percentage
hereunder is necessary to avoid the limits of Section 280G and contain
supporting calculations. The reasonable cost of such opinion shall be
paid for by the Company.
(c) Notwithstanding any other provision of this Section 3.2:
(i) If a Participant is Terminated for Cause, he or she shall forfeit
that portion of his or her Account Balance that represents (1)
the Annual Company Contribution Amount under Section 3.1, plus
earnings thereon, for the Plan Year in which such termination
takes place, and (2) the Annual Company Contribution Amounts
under Section 3.1, plus earnings thereon, credited during the two
Plan Years immediately preceding the Plan Year in which such
termination takes place.
(ii) If a Participant (1) Discloses Confidential Information at any
time, (2) participates at any time in any action that has a
direct, substantial and adverse effect on the reputation or
business of any Employer, or (3) within two years after his or
her Termination of Employment accepts a position of employment
with a Competitor of any Employer, he or she shall forfeit his or
her entire unpaid Account Balance. A "Competitor" shall be any
employer or person who is in the same primary business or
provides the same primary
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services as those primarily conducted or provided by the Company
and all other Employers, considered as a single enterprise, as
reasonably determined by the Committee. Despite the foregoing, if
within two years following a Change in Control, a Participant
accepts a position of employment with a Competitor of any
Employer, the Participant shall not forfeit his or her unpaid
vested Account Balance as a result of accepting such a position.
(iii) Notwithstanding (i) or (ii) immediately above, the Committee, in
its sole and absolute discretion, may waive, limit or condition
any such forfeiture of benefits.
(d) Any amount not vested under this Section 3.2 when a Participant would
otherwise first become entitled to the payment of a benefit under this
Plan shall be forfeited and debited against the Participant's Account
Balance.
3.3 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to,
the rules and procedures that are established from time to time by the
Committee, in its sole discretion, amounts shall be credited or debited to
a Participant's Account Balance in accordance with the following rules:
(a) ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
or her initial participation in the Plan, shall elect, on the Election
Form, one or more Measurement Fund(s) (as described in Section 3.3(c))
to be used to determine the additional amounts to be credited or
debited to his or her Account Balance. A Participant may (but is not
required to) elect to add or delete one or more available Measurement
Fund(s) to be used to determine the additional amounts to be credited
or debited to his or her Account Balance, or to change the portion of
his or her Account Balance allocated to each previously or newly
elected Measurement Fund. A Participant may elect to make such a
change by submitting an Election Form, whether written or electronic
(as determined by the Committee from time to time and in its sole
discretion), to the Committee. Any election so made and accepted by
the Committee shall apply no later than the third business day
following the Committee's acceptance of the election. Any such
election shall continue to apply, unless subsequently changed in
accordance with this Section 3.3(a).
(b) PROPORTIONATE ALLOCATION. In making any election described in Section
3.3(a), the Participant shall specify on the Election Form, in
increments of five percentage points (5%), the percentage of his or
her Account Balance to be allocated to a Measurement Fund (as if the
Participant were making an investment in that Measurement Fund with
that portion of his or her Account Balance).
(c) MEASUREMENT FUNDS. A Participant may elect one or more measurement
funds (the "Measurement Funds") from among those selected by the
Committee for the purpose of crediting or debiting additional amounts
to his or her Account Balance. As necessary, the Committee may, in its
sole discretion, discontinue, substitute or add Measurement Funds.
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Each such action will take effect as of the first day of the calendar
quarter that follows by thirty (30) days or more the day on which the
Committee gives Participants advance written notice of such change. In
selecting the Measurement Funds that are available from time to time,
neither the Committee nor any Employer shall be liable to any
Participant for such selection or adding, deleting or continuing any
available Measurement Fund.
(d) CREDITING OR DEBITING METHOD. The performance of each elected
Measurement Fund (either positive or negative) will be reasonably
determined by the Committee. A Participant's Account Balance shall be
credited or debited on a daily basis based on the performance of each
Measurement Fund selected by the Participant.
(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are
to be used for measurement purposes only, and a Participant's
election of any such Measurement Fund, the allocation to his or her
Account Balance thereof, the calculation of additional amounts and
the crediting or debiting of such amounts to a Participant's
Account Balance SHALL NOT be considered or construed in any manner
as an actual investment of his or her Account Balance in any such
Measurement Fund. In the event that the Company or the Trustee (as
that term is defined in the Trust), in its sole discretion, decides
to invest funds in any or all of the Measurement Funds, no
Participant shall have any rights in or to such investments
themselves. Without limiting the foregoing, a Participant's Account
Balance shall at all times be a bookkeeping entry only and shall
not represent any investment made on his or her behalf by the
Company or the Trust; and the Participant shall at all times remain
an unsecured creditor of the Company.
(f) EMPLOYER DISCRETION. Notwithstanding the foregoing provisions of this
Section 3.3, the Committee shall retain the overriding discretion
regarding the Participant's designation of Measurement Funds under
this Section 3.3. If a Participant fails to designate any Measurement
Fund under this Section 3.3, the Participant shall be deemed to have
elected the money market fund, or such other fund as determined from
time to time by the Committee in its sole discretion.
(g) SELECTION RESULTS. The Participant shall bear full responsibility for
all results associated with his or her selection of Measurement Funds
under this Section 3.3, and the Employers shall have no responsibility
or liability with respect to the Participant's selection of such
Measurement Funds.
3.4 FICA AND OTHER TAXES.
(a) COMPANY CONTRIBUTION AMOUNTS. When a Participant becomes vested in his
or her Account Balance, the Participant's Employer(s) shall withhold
from the Participant's salary and/or bonus, in a manner determined by
the Employer(s), the Participant's share of FICA and other employment
taxes. If necessary, the Committee may reduce the vested portion of
the Participant's Account Balance in order to comply with this Section
3.4.
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(b) DISTRIBUTIONS. The Participant's Employer(s), or the Trustee of the
Trust, shall withhold from any payments made to a Participant under
this Plan all federal, state and local income, employment and other
taxes required to be withheld by the Employer(s), or the Trustee of
the Trust, in connection with such payments, in amounts and in a
manner to be determined in good faith in the sole discretion of the
Employer(s) and the Trustee of the Trust.
ARTICLE 4
UNFORESEEABLE FINANCIAL EMERGENCIES
4.1 WITHDRAWAL PAYOUT FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If the
Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Committee to receive a partial or full payout
from the Plan. The payout shall not exceed the lesser of the Participant's
vested Account Balance, calculated as if such Participant were receiving a
Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency. If, subject to the sole discretion of
the Committee, the petition for a payout is approved, any payout shall be
made within 60 days of the date of approval. The payment of any amount
under this Section 4.1 shall be subject to the Deduction Limitation.
ARTICLE 5
RETIREMENT BENEFIT
5.1 RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
Retires shall receive, as a Retirement Benefit, his or her vested Account
Balance.
5.2 PAYMENT OF RETIREMENT BENEFIT.
(a) RETIREMENT AT OR AFTER AGE 65. If a Participant Retires at or after
age 65, the Participant shall commence receiving his or her Retirement
Benefit within 60 days of his or her Retirement, as elected by the
Participant, either in a lump sum or in installments of up to 80
quarters pursuant to the Quarterly Installment Method. The
Participant, in connection with his or her commencement of
participation in the Plan, may elect on an Election Form how he or she
is to receive his or her Retirement Benefit as set forth in the
immediately preceding sentence. The Participant may annually change
his or her election to an allowable alternative payout period by
submitting a new Election Form to the Committee, provided that any
such Election Form is submitted at least 1 year prior to the
Participant's Retirement and is accepted by the Committee in its sole
discretion. Subject to the prior sentence, the Election Form most
recently accepted by the Committee shall govern the payout of the
Retirement Benefit. If the Participant does not make any election with
respect to the payment of the Retirement Benefit, then such benefit
shall be payable in a lump sum. Any payment made shall be subject to
the Deduction Limitation.
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(b) RETIREMENT BEFORE AGE 65. If a Participant Retires before reaching age
65, then no later than 60 days after the last day of the calendar
quarter in which the second anniversary of the Participant's
Retirement falls (the "Second Anniversary of Retirement"), the
Participant shall commence receiving his or her Retirement Benefit, as
elected by the Participant, either in a lump sum or in installments of
up to 80 quarters pursuant to the Quarterly Installment Method. A
Participant, in connection with his or her commencement of
participation in the Plan, may elect on an Election Form how he or she
is to receive his or her Retirement Benefit as set forth in the
immediately preceding sentence. The Participant may annually change
his or her election to an allowable alternative payout period by
submitting a new Election Form to the Committee, provided that any
such Election Form is submitted at least 1 year prior to the
Participant's Second Anniversary of Retirement and is accepted by the
Committee in its sole discretion. Subject to the prior sentence, the
Election Form most recently accepted by the Committee shall govern the
payout of the Retirement Benefit. If the Participant does not make any
election with respect to the payment of the Retirement Benefit, then
such benefit shall be payable in a lump sum, starting within 60 days
after the Participant's Second Anniversary of Retirement. Any payment
made shall be subject to the Deduction Limitation.
5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
after Retirement but before the Retirement Benefit is paid in full, the
Participant's unpaid Retirement Benefit payments shall continue and shall
be paid to the Participant's Beneficiary (a) over the remaining number of
quarters and in the same amounts as that benefit would have been paid to
the Participant had the Participant survived, or (b) in a lump sum, if
requested by the Beneficiary and allowed in the sole discretion of the
Committee, that is equal to the Participant's unpaid remaining vested
Account Balance.
ARTICLE 6
PRE-RETIREMENT SURVIVOR BENEFIT
6.1 PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
equal to the Participant's vested Account Balance if the Participant dies
before he or she Retires, experiences a Termination of Employment or
suffers a Disability.
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
with his or her commencement of participation in the Plan, may elect on an
Election Form whether the Pre-Retirement Survivor Benefit shall be received
by his or her Beneficiary in a lump sum or in installments of up to 80
quarters pursuant to the Quarterly Installment Method. The Participant may
annually change this election to an allowable alternative payout period by
submitting a new Election Form to the Committee, which form may be accepted
or rejected by the Committee in its sole discretion. Subject to the prior
sentence, the Election Form most recently accepted by the Committee prior
to the Participant's death shall govern the payout of the Participant's
Pre-
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Retirement Survivor Benefit. If a Participant does not make any election
with respect to the payment of the Pre-Retirement Survivor Benefit, then
such benefit shall be paid in a lump sum. Despite the foregoing, if the
Participant's vested Account Balance at the time of his or her death is
less than $25,000, payment of the Pre-Retirement Survivor Benefit may be
made, in the sole discretion of the Committee, in a lump sum or in
installments of up to 20 quarters pursuant to the Quarterly Installment
Method. The lump sum payment shall be made, or installment payments shall
commence, no later than 60 days after the last day of the calendar quarter
in which the Committee is provided with proof that is satisfactory to the
Committee of the Participant's death. Any payment made shall be subject to
the Deduction Limitation.
ARTICLE 7
TERMINATION BENEFIT
7.1 TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
shall receive a Termination Benefit, which shall be equal to the
Participant's vested Account Balance if a Participant experiences a
Termination of Employment prior to his or her Retirement, death or
Disability.
7.2 PAYMENT OF TERMINATION BENEFIT. No later than 60 days after the last day of
the calendar quarter in which the second anniversary of the Participant's
Termination of Employment falls, the Participant shall commence receiving
his Termination Benefit in installments, based on 12 quarters, using the
Quarterly Installment Method. The Committee, in its sole discretion, may
cause the Termination Benefit to be paid in a lump sum or in installments
pursuant to the Quarterly Installment Method of up to 120 months. Any
payment made shall be subject to the Deduction Limitation.
7.3 DEATH PRIOR TO COMPLETION OF TERMINATION BENEFIT. If a Participant dies
after his or her Termination of Employment but before the Termination
Benefit is paid in full, the Participant's unpaid Termination Benefit
payments shall continue and shall be paid to the Participant's Beneficiary
(a) over the remaining number of quarters and in the same amounts as that
benefit would have been paid to the Participant had the Participant
survived, or (b) in a lump sum, if requested by the Beneficiary and allowed
in the sole discretion of the Committee, that is equal to the Participant's
unpaid remaining vested Account Balance.
ARTICLE 8
DISABILITY BENEFIT
8.1 CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
Disability shall, for benefit purposes under this Plan, continue to be
considered to be employed, and shall be eligible for the benefits provided
for in Article 4, 5, 6 or 7 in accordance with the provisions of those
Articles. However, during any period of Disability, no additional Months of
Continuous Service shall be awarded to the Participant. Notwithstanding the
above, the Committee shall have the right to, in
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its sole and absolute discretion and for purposes of this Plan only, and
must in the case of a Participant who is otherwise eligible to Retire, deem
the Participant to have experienced a Termination of Employment, or in the
case of a Participant who is eligible to Retire, to have Retired, at any
time (or in the case of a Participant who is eligible to Retire, as soon as
practicable) after such Participant is determined to be suffering a
Disability, in which case the Participant shall receive a Disability
Benefit equal to his or her vested Account Balance at the time of the
Committee's determination; provided, however, that should the Participant
otherwise have been eligible to Retire, he or she shall be paid in
accordance with Article 5. The Disability Benefit shall be paid in a lump
sum within 60 days of the Committee's exercise of such right. Any payment
made shall be subject to the Deduction Limitation.
ARTICLE 9
BENEFICIARY DESIGNATION
9.1 BENEFICIARY. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as contingent)
to receive any benefits payable under the Plan to a beneficiary upon the
death of a Participant or the death of a predecessor Beneficiary receiving
benefits under the Plan. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.
9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. A Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee's rules and procedures, as
in effect from time to time. If a married Participant names someone other
than his or her spouse as a primary Beneficiary, a spousal consent, in the
form designated by the Committee, must be signed by that Participant's
spouse and returned to the Committee. Upon the acceptance by the Committee
of a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be canceled. The Committee shall be entitled to rely
on the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.
9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
shall be effective until received and acknowledged in writing by the
Committee or its designated agent.
9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 or, if all designated
Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's
designated Beneficiary shall be deemed to be his or her surviving spouse.
If the Participant has no surviving spouse, the benefits remaining under
the Plan to be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant's estate.
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9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Participant's
Employer to withhold such payments until this matter is resolved to the
Committee's satisfaction.
9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant's Plan Agreement shall terminate upon
such full payment of benefits.
ARTICLE 10
LEAVE OF ABSENCE
10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
Employer for any reason to take a paid leave of absence from the employment
of the Employer, the Participant shall continue to be considered employed
by the Employer and shall continue to accrue Months of Continuous Service
during the continuation of such leave of absence.
10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
Participant's Employer for any reason to take an unpaid leave of absence
from the employment of the Employer, the Participant shall continue to be
considered employed by the Employer, but the Participant shall not accrue
additional Months of Continuous Service.
ARTICLE 11
TERMINATION, AMENDMENT OR MODIFICATION
11.1 TERMINATION. Although each Employer anticipates that it will continue the
Plan for an indefinite period of time, there is no guarantee that any
Employer will continue the Plan or will not terminate the Plan at any time
in the future. Accordingly, each Employer reserves the right, in its sole
discretion, to discontinue its sponsorship of the Plan and/or to terminate
the Plan at any time with respect to any or all of its participating
Employees, by action of its board of directors. Upon the termination of the
Plan with respect to any Employer, the Plan Agreements of the affected
Participants who are employed by that Employer shall terminate and their
vested Account Balances, determined as if they had experienced a
Termination of Employment on the date of Plan termination or, if Plan
termination occurs after the date upon which a Participant was eligible to
Retire, then with respect to that Participant as if he or she had Retired
on the date of Plan termination, shall be paid to the Participants as
follows: Prior to a Change in Control, if the Plan is terminated with
respect to all of its Participants, an Employer shall have the right, in
its sole discretion, and notwithstanding any elections made by the
Participant, to pay such benefits in a lump sum or in installments of up to
60 quarters pursuant to the Quarterly Installment Method, with amounts
credited and debited during the installment period as provided herein. If
the Plan is terminated with respect to less than all of its Participants,
an Employer shall be
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required to pay such benefits in a lump sum. After a Change in Control, the
Employer shall be required to pay such benefits in a lump sum. The
termination of the Plan shall not adversely affect any Participant or
Beneficiary who has become entitled to the payment of any benefits under
the Plan as of the date of termination; provided however, that the Employer
shall have the right to accelerate installment payments without a premium
or prepayment penalty by paying the vested Account Balance in a lump sum or
in installments using fewer quarters pursuant to the Quarterly Installment
Method.
11.2 AMENDMENT. Any Employer may, at any time in its sole discretion, amend or
modify the Plan in whole or in part with respect to that Employer by the
action of its board of directors; provided, however, that: (i) no amendment
or modification shall be effective to decrease or restrict the value of a
Participant's vested Account Balance in existence at the time the amendment
or modification is made, calculated as if the Participant had experienced a
Termination of Employment as of the effective date of the amendment or
modification or, if the amendment or modification occurs after the date
upon which the Participant was eligible to Retire, the Participant had
Retired as of the effective date of the amendment or modification, and (ii)
no amendment or modification of this Section 11.2 shall be effective. The
amendment or modification of the Plan shall not affect any Participant or
Beneficiary who has become entitled to the payment of benefits under the
Plan as of the date of the amendment or modification; provided, however,
that the Employer shall have the right to accelerate installment payments
by paying the vested Account Balance in a lump sum or in installments using
fewer quarters pursuant to the Quarterly Installment Method.
11.3 PLAN AGREEMENT. Despite the provisions of Section 11.1 and 11.2, if a
Participant's Plan Agreement contains benefits or limitations that are not
in this Plan document, the Employer may only amend or terminate such
provisions with the consent of the Participant.
11.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under Article
4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiary under this Plan and the
Participant's Plan Agreement shall terminate.
ARTICLE 12
ADMINISTRATION
12.1 COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
Plan shall be administered by a Committee which shall consist of the Board,
or such committee as the Board shall appoint from time to time. Members of
the Committee may be Participants under this Plan and need not be members
of the Board. The Committee shall also have the discretion and authority to
(i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and the governance of the
Committee and (ii) decide or resolve any and all questions, including
interpretations of this Plan, as may arise in connection with the Plan. Any
individual serving on the Committee who is a Participant shall not vote or
act on any matter
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relating solely to himself or herself. When making a determination or
calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.
12.2 AGENTS. In the administration of this Plan, the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it
sees fit (including acting through a duly appointed representative) and may
from time to time consult with counsel who may be counsel to any Employer.
The Company shall pay all expenses of such agents.
12.3 BINDING EFFECT OF DECISIONS. The decision or action of the Committee with
respect to any question arising out of or in connection with the
administration, interpretation or application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.
12.4 INDEMNITY OF COMMITTEE. All Employers shall indemnify, defend and hold
harmless each member of the Committee, and any Employee to whom the duties
of the Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities, including reasonable attorneys' fees and
court costs, arising from any action or failure to act with respect to this
Plan, except in the case of willful misconduct by such member of the
Committee or such Employee.
12.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions, the
Company and each Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of its Participants,
the date and circumstances of the Retirement, Disability, death or
Termination of Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.
ARTICLE 13
OTHER BENEFITS AND AGREEMENTS
13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
and Participant's Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
employees of the Participant's Employer. The Plan shall supplement and
shall not supersede, modify or amend any other such plan or program except
as may otherwise be expressly provided.
ARTICLE 14
CLAIMS PROCEDURES
14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice received
by the Claimant, the claim must be made within 60 days after such notice
was received by the Claimant. All other
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claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity
the determination desired by the Claimant.
14.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
within a reasonable time, and shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made, and that
the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant's requested determination, and such notice must
set forth in a manner calculated to be understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any part
of it;
(ii) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary; and
(iv) an explanation of the claim review procedure set forth in Section
14.3.
14.3 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or
the Claimant's duly authorized representative) may file with the Committee
a written request for a review of the denial of the claim. Thereafter, but
not later than 30 days after the review procedure began, the Claimant (or
the Claimant's duly authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or (c) may request
a hearing, which the Committee, in its sole discretion, may grant.
14.4 DECISION ON REVIEW. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written request
for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Committee's
decision must be rendered within 120 days after such date. Such decision
must be written in a manner calculated to be understood by the Claimant,
and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon which the
decision was based; and
(c) such other matters as the Committee deems relevant.
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<PAGE>
[MGM MIRAGE LOGO]
Supplemental Executive Retirement Plan
MASTER PLAN DOCUMENT
================================================================================
14.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this
Article 14 is a mandatory prerequisite to a Claimant's right to commence
any legal action with respect to any claim for benefits under this Plan.
ARTICLE 15
TRUST
15.1 ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, with
sub-trusts for each Employer. Each Employer shall at least annually
transfer over to the Trust such assets as the Employer determines, in its
sole discretion, are necessary to provide, on a present value basis, for
its respective future liabilities created with respect to the Annual
Company Contribution Amounts for such Employer's Participants for all
periods prior to the transfer, as well as any debits and credits to the
Participants' Account Balance for all periods prior to the transfer, taking
into consideration the value of the assets in the trust at the time of the
transfer. Such assets shall be allocated to the respective sub-trust of
each contributing Employer.
15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan and
the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall
govern the rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan with
respect to its Participants. In this regard, if a Participant has been
employed by only one Employer, such Employer shall be responsible for the
total amounts credited to such Participant's Account Balance under this
Plan. If a Participant has been employed by more than one Employer, each
Employer shall be responsible only for the amounts credited to the
Participant's Account Balance by such Employer.
15.3 DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer's obligations
under this Plan.
15.4 INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be authorized,
upon written instructions received from the Committee or investment manager
appointed by the Committee, to invest and reinvest the assets of the Trust
in accordance with the applicable Trust Agreement.
15.5 NO CLAIM ON TRUST ASSETS. A Participant shall have no preferred claim on,
or any beneficial interest in, any assets of the Trust. Any assets held by
the Trust shall be subject to the claims of general creditors of each
Employer that is the grantor of the Trust under federal and state law in
the event of the Employer's "insolvency" (i.e., the Employer is unable to
pay its debts as they become due or is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code), but only with respect to
the assets of the Trust held for the benefit of Participants employed or
formerly employed by such Employer.
--------------------------------------------------------------------------------
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<PAGE>
[MGM MIRAGE LOGO]
Supplemental Executive Retirement Plan
MASTER PLAN DOCUMENT
================================================================================
ARTICLE 16
MISCELLANEOUS
16.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent.
16.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of an Employer. For purposes of the
payment of benefits under this Plan, any and all of an Employer's assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer's obligation under the Plan shall be merely that of
an unfunded and unsecured promise to pay money in the future.
16.3 EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
shall be defined only by the Plan and the Plan Agreement, as entered into
between the Employer and a Participant. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in
the Plan and his or her Plan Agreement.
16.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.
16.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer
and the Participant. Such employment is hereby acknowledged to be an "at
will" employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice,
unless otherwise expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of any Employer, or to interfere with the right of
any Employer to discipline or discharge the Participant at any time.
16.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of the Plan and the
--------------------------------------------------------------------------------
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<PAGE>
[MGM MIRAGE LOGO]
Supplemental Executive Retirement Plan
MASTER PLAN DOCUMENT
================================================================================
payments of benefits hereunder, including but not limited to taking such
physical examinations as the Committee may deem necessary.
16.7 TERMS. Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would
so apply; and whenever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or
the singular, as the case may be, in all cases where they would so apply.
16.8 CAPTIONS. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
16.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
Nevada, without regard to its conflicts of laws principles.
16.10 NOTICE. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
Secretary of the MGM MIRAGE SERP Plan
Committee 3600 Las Vegas Blvd So.
Las Vegas, NV 89109
Such notice shall be deemed given as of 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.
Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns and
the Participant and the Participant's designated Beneficiaries. No other
person shall be a third-party beneficiary or acquire any rights under this
Plan.
16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass
to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouse's will, nor shall such
interest pass under the laws of intestate succession.
16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal or invalid provision had never been inserted herein.
16.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
under this Plan is to be paid to a minor, a person declared incompetent or
a person incapable of handling the disposition of that person's property,
the Committee may direct payment of such benefit to the guardian,
--------------------------------------------------------------------------------
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<PAGE>
[MGM MIRAGE LOGO]
Supplemental Executive Retirement Plan
MASTER PLAN DOCUMENT
================================================================================
legal representative or person having the care and custody of such minor,
incompetent or incapable person. The Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit. Any payment of a benefit
shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.
16.15 COURT ORDER. The Committee is authorized to make any payments directed by
court order in any action in which the Plan or the Committee has been
named as a party. In addition, if a court determines that a spouse or
former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or
otherwise, the Committee, in its sole discretion, shall have the right,
notwithstanding any election made by a Participant, to immediately
distribute the spouse's or former spouse's interest in the Participant's
benefits under the Plan to that spouse or former spouse.
16.16 DISTRIBUTION IN THE EVENT OF TAXATION.
(a) IN GENERAL. If, for any reason, all or any portion of a Participant's
benefits under this Plan becomes taxable to the Participant prior to
receipt, a Participant may petition the Committee before a Change in
Control, or the Trustee of the Trust after a Change in Control, for a
distribution of that portion of his or her benefit that has become
taxable. Upon the grant of such a petition, which grant shall not be
unreasonably withheld (and, after a Change in Control, shall be
granted), a Participant's Employer shall distribute to the Participant
immediately available funds in an amount equal to the taxable portion
of his or her benefit (which amount shall not exceed a Participant's
unpaid vested Account Balance under the Plan). If the petition is
granted, the tax liability distribution shall be made within 90 days
of the date when the Participant's petition is granted. Such a
distribution shall affect and reduce the benefits to be paid under
this Plan.
(b) TRUST. If the Trust terminates in accordance with its terms and
benefits are distributed from the Trust to a Participant in accordance
therewith, the Participant's benefits under this Plan shall be reduced
to the extent of such distributions.
16.17 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and each
Employer is aware that upon the occurrence of a Change in Control, the
Board or the board of directors of a Participant's Employer (which
might then be composed of new members) or a shareholder of the Company
or the Participant's Employer, or of any successor corporation, might
cause or attempt to cause, the Company, the Participant's Employer or
such successor to refuse to comply with its obligations under the Plan
and might cause or attempt to cause the Company or the Participant's
Employer to institute, or may institute, litigation seeking to deny
Participants the benefits intended under the Plan. In these
circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change in Control, it should appear to any
Participant that the Company, the Participant's Employer or any
successor corporation has failed to comply with any of its obligations
under the Plan or any agreement thereunder or, if the Company, such
Employer
--------------------------------------------------------------------------------
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<PAGE>
[MGM MIRAGE LOGO]
Supplemental Executive Retirement Plan
MASTER PLAN DOCUMENT
================================================================================
or any other person takes any action to declare the Plan void or
unenforceable or institutes any litigation or other legal action designed
to deny, diminish or to recover from any Participant the benefits intended
to be provided (collectively, the "Dispute"), then the Company and the
Participant's Employer shall pay, if the Participant prevails in the
Dispute, the Participant's reasonable legal fees and court costs actually
incurred by the Participant in the initiation or defense of the Dispute,
whether by or against the Company or the Participant's Employer or any
director, officer, shareholder or other person affiliated with the Company,
the Participant's Employer or any successor thereto.
IN WITNESS WHEREOF, the Company has signed this Plan document effective as of
January 1, 2001.
"Company"
MGM MIRAGE, a Delaware corporation
By: /s/ SCOTT LANGSNER
--------------------------------------
Title: Sr VP and Secretary/Treasurer
-------------------------------------
--------------------------------------------------------------------------------
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<PAGE>
[MGM MIRAGE LOGO]
Supplemental Executive Retirement Plan
MASTER PLAN DOCUMENT
================================================================================
SCHEDULE A
--------------------------------------------------------------------------------
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<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SCHEDULE A
<TABLE>
<CAPTION>
---------------- ------------ ---------------- ------------ ----------------- ------------
Age Applicable Age Applicable Age Applicable
(in months) Percentage (in months) Percentage (in months) Percentage
---------------- ------------ ---------------- ------------ ----------------- ------------
----------------------------- ----------------------------- ------------------------------
35 Years 40 Years 45 Years
(420 Months) 19.67% (480 Months) 25.57 (540 Months) 34.56%
----------------------------- ----------------------------- ------------------------------
<S> <C> <C> <C> <C> <C>
421 19.75% 481 25.69% 541 34.76%
422 19.84% 482 25.81% 542 34.95%
423 19.92% 483 25.94% 543 35.15%
424 20.01% 484 26.06% 544 35.35%
425 20.09% 485 26.19% 545 35.55%
426 20.17% 486 26.31% 546 35.75%
427 20.26% 487 26.43% 547 35.95%
428 20.34% 488 26.56% 548 36.15%
429 20.43% 489 26.68% 549 36.35%
430 20.51% 490 26.81% 550 36.54%
431 20.59% 491 26.93% 551 36.74%
----------------------------- ----------------------------- ------------------------------
36 Years 41 Years 46 Years
(432 Months) 20.68% (492 Months) 27.05% (552 Months) 36.94%
----------------------------- ----------------------------- ------------------------------
433 20.77% 493 27.19% 553 37.16%
434 20.86% 494 27.32% 554 37.38%
435 20.95% 495 27.46% 555 37.61%
436 21.04% 496 27.59% 556 37.83%
437 21.13% 497 27.73% 557 38.05%
438 21.22% 498 27.87% 558 38.27%
439 21.31% 499 28.00% 559 38.49%
440 21.40% 500 28.14% 560 38.71%
441 21.49% 501 28.27% 561 38.93%
442 21.58% 502 28.41% 562 39.16%
443 21.67% 503 28.54% 563 39.38%
----------------------------- ----------------------------- ------------------------------
37 Years 42 Years 47 Years
(444 Months) 21.76% (504 Months) 28.68% (564 Months) 39.60%
----------------------------- ----------------------------- ------------------------------
445 21.86% 505 28.82% 565 39.85%
446 21.96% 506 28.97% 566 40.09%
447 22.05% 507 29.12% 567 40.34%
448 22.15% 508 29.27% 568 40.59%
449 22.25% 509 29.42% 569 40.84%
450 22.35% 510 29.57% 570 41.09%
451 22.44% 511 29.71% 571 41.33%
452 22.54% 512 29.86% 572 41.58%
453 22.64% 513 30.01% 573 41.83%
454 22.74% 514 30.16% 574 42.08%
455 22.83% 515 30.31% 575 42.33%
----------------------------- ----------------------------- ------------------------------
38 Years 43 Years 48 Years
(456 Months) 22.93% (516 Months) 30.45% (576 Months) 42.57%
----------------------------- ----------------------------- ------------------------------
457 23.04% 517 30.62% 577 42.85%
458 23.14% 518 30.78% 578 43.13%
459 23.25% 519 30.94% 579 43.41%
460 23.35% 520 31.10% 580 43.69%
461 23.46% 521 31.27% 581 43.97%
462 23.56% 522 31.43% 582 44.25%
463 23.67% 523 31.59% 583 44.53%
464 23.77% 524 31.75% 584 44.81%
465 23.88% 525 31.92% 585 45.09%
466 23.98% 526 32.08% 586 45.37%
467 24.09% 527 32.24% 587 45.65%
----------------------------- ----------------------------- ------------------------------
39 Years 44 Years 49 Years
(468 Months) 24.20% (528 Months) 32.40% (588 Months) 45.93%
----------------------------- ----------------------------- ------------------------------
469 24.31% 529 32.58% 589 46.25%
470 24.42% 530 32.76% 590 46.57%
471 24.54% 531 32.94% 591 46.88%
472 24.65% 532 33.12% 592 47.20%
473 24.77% 533 33.30% 593 47.52%
474 24.88% 534 33.48% 594 47.84%
475 24.99% 535 33.66% 595 48.15%
476 25.11% 536 33.84% 596 48.47%
477 25.22% 537 34.02% 597 48.79%
478 25.34% 538 34.20% 598 49.11%
479 25.45% 539 34.38% 599 49.42%
</TABLE>
-1-
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SCHEDULE A
<TABLE>
<CAPTION>
---------------- ------------ ---------------- ------------ ----------------- ------------
Age Applicable Age Applicable Age Applicable
(in months) Percentage (in months) Percentage (in months) Percentage
---------------- ------------ ---------------- ------------ ----------------- ------------
----------------------------- ----------------------------- ------------------------------
50 Years 55 Years 60 Years
(588 Months) 49.74% (660 Months) 80.42% (720 Months) 173.06%
----------------------------- ----------------------------- ------------------------------
<S> <C> <C> <C> <C> <C>
601 50.11% 661 81.27% 721 176.93%
602 50.47% 662 82.13% 722 180.80%
603 50.83% 663 82.98% 723 184.66%
604 51.20% 664 83.84% 724 188.53%
605 51.56% 665 84.70% 725 192.40%
606 51.92% 666 85.55% 726 196.27%
607 52.29% 667 86.41% 727 200.14%
608 52.65% 668 87.26% 728 204.00%
609 53.02% 669 88.12% 729 207.87%
610 53.38% 670 88.97% 730 211.74%
611 53.74% 671 89.83% 731 215.61%
----------------------------- ----------------------------- ------------------------------
51 Years 56 Years 61 Years
(612 Months) 54.11% (672 Months) 90.68% (732 Months) 219.48%
----------------------------- ----------------------------- ------------------------------
613 54.53% 673 91.75% 733 225.93%
614 54.95% 674 92.83% 734 232.38%
615 55.37% 675 93.90% 735 238.83%
616 55.79% 676 94.97% 736 245.28%
617 56.21% 677 96.04% 737 251.73%
618 56.63% 678 97.11% 738 258.18%
619 57.05% 679 98.18% 739 264.63%
620 57.47% 680 99.25% 740 271.07%
621 57.89% 681 100.32% 741 277.52%
622 58.31% 682 101.39% 742 283.97%
623 58.73% 683 102.46% 743 290.42%
----------------------------- ----------------------------- ------------------------------
52 Years 57 Years 62 Years
(624 Months) 59.15% (684 Months) 103.53% (744 Months) 296.87%
----------------------------- ----------------------------- ------------------------------
625 59.64% 685 104.91% 745 309.78%
626 60.14% 686 106.29% 746 322.68%
627 60.63% 687 107.67% 747 335.59%
628 61.12% 688 109.04% 748 348.49%
629 61.61% 689 110.42% 749 361.40%
630 62.10% 690 111.80% 750 374.30%
631 62.59% 691 113.18% 751 387.21%
632 63.08% 692 114.56% 752 400.11%
633 63.58% 693 115.94% 753 413.02%
634 64.07% 694 117.31% 754 425.92%
635 64.56% 695 118.69% 755 438.83%
----------------------------- ----------------------------- ------------------------------
53 Years 58 Years 63 Years
(636 Months) 65.05% (696 Months) 120.07% (756 Months) 451.73%
----------------------------- ----------------------------- ------------------------------
637 65.63% 697 121.91% 757 490.46%
638 66.21% 698 123.75% 758 529.18%
639 66.79% 699 125.59% 759 567.91%
640 67.38% 700 127.43% 760 606.63%
641 67.96% 701 129.27% 761 645.36%
642 68.54% 702 131.10% 762 684.09%
643 69.12% 703 132.94% 763 722.81%
644 69.70% 704 134.78% 764 761.54%
645 70.28% 705 136.62% 765 800.26%
646 70.87% 706 138.46% 766 838.99%
647 71.45% 707 140.30% 767 877.71%
----------------------------- ----------------------------- ------------------------------
54 Years 59 Years 64 Years
(648 Months) 72.03% (708 Months) 142.14% (768 Months) 916.44%
----------------------------- ----------------------------- ------------------------------
649 72.73% 709 144.72% 769 913.15%
650 73.43% 710 147.29% 770 909.86%
651 74.13% 711 149.87% 771 906.57%
652 74.83% 712 152.45% 772 903.28%
653 75.52% 713 155.02% 773 899.99%
654 76.22% 714 157.60% 774 896.70%
655 76.92% 715 160.18% 775 893.42%
656 77.62% 716 162.75% 776 890.13%
657 78.32% 717 165.33% 777 886.84%
658 79.02% 718 167.91% 778 883.55%
659 79.72% 719 170.48% 779 880.26%
</TABLE>
-2-
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