ex_10-10.htm


    
      EXHIBIT
10.10

      
 

       

      Solar
Turbines Incorporated Pension Plan

      For

      European
Foreign Service Employees

       

      Amended
and Restated Effective January 1, 2005

       

      
        
          

        

      

      TABLE OF
CONTENTS

       

      
        	
                 
      

              	
                PREAMBLE

              


      

       

      
        	
                ARTICLE
      I

              	
                DEFINITIONS

              


      

       

      
        	
                ARTICLE
      II

              	
                ELIGIBILITY
      AND SERVICE

              


      

       

      
        	
                ARTICLE
      III

              	
                RETIREMENT
      DATES

              


      

       

      
        	
                ARTICLE
      IV

              	
                BENEFITS

              


      

       

      
        	
                ARTICLE
      V

              	
                DISABILITY
      PENSION

              


      

       

      
        	
                ARTICLE
      VI

              	
                PRERETIREMENT
      SPOUSES AND ORPHANS PENSION

              


      

       

      
        	
                ARTICLE
      VII

              	
                MAXIMUM
      BENEFITS

              


      

       

      
        	
                ARTICLE
      VIII

              	
                MODES OF
      BENEFIT PAYMENT

              


      

       

      
        	
                ARTICLE
      IX

              	
                DEATH
      BENEFITS

              


      

       

      
        	
                ARTICLE
      X

              	
                VESTING

              


      

       

      
        	
                ARTICLE
      XI

              	
                CONTRIBUTIONS

              


      

       

      
        	
                ARTICLE
      XII

              	
                ADMINISTRATION
      OF THE PLAN

              


      

       

      
        	
                ARTICLE
      XIII

              	
                AMENDMENT OR
      TERMINATION

              


      

       

      
        	
                ARTICLE
      XIV

              	
                GENERAL
      PROVISIONS

              


      

       

      
        
          

        



      


      
 

      PREAMBLE

       

      The Solar Turbines
Incorporated Pension Plan for European Foreign Service Employees (the “Plan”)
was established as of January 1, 1987.  The Plan has been and is
intended to be an unfunded plan maintained primarily to provide retirement
benefits for a select group of management employees or highly compensated
employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended, and Department of
Labor Regulations 29 C.F.R. §2520.104-23, and shall be so
construed.  This amended and restated Plan is effective as of January
1, 2005.

       

       

      ARTICLE
I

      DEFINITIONS

       

      
        	
                1.1

              	
                “Accrued
      Benefit” or “Accrued Retirement Benefit” means, as of any date, the
      Retirement Benefit computed in accordance with Article IV, based on the
      Participant’s Pensionable Earnings on such date, and assuming termination
      occurred on the Normal Retirement Date, multiplied by a fraction. The
      numerator of the fraction shall be the Participant’s actual years of
      Credited Service and the denominator shall be the years of Credited
      Service he would have completed if he had continued in employment until
      his Normal Retirement Date.

              


      

       

      
        	
                1.2

              	
                “Actuarial
      Equivalent” means the value of the Retirement Benefit otherwise payable to
      a Participant determined in accordance with the actuarial equivalent
      factors selected by the Company and in effect at the time the computation
      is made.

              


      

       

      
        	
                1.3

              	
                “Annuity
      Commencement Date” means the first day of the month in which a
      Participant’s Retirement Benefit is due to commence pursuant to the
      provisions of the Plan.

              


      

       

      
        	
                1.4

              	
                “Associate
      Employer” means Caterpillar Inc. its subsidiaries and divisions, excluding
      Solar Turbines Incorporated, its subsidiaries and
    divisions.

              


      

       

      
        	
                1.5

              	
                “Beneficiary”
      means the person designated in writing by a Participant to receive any
      death benefit payments hereunder.

              


      

       

      
        	
                1.6

              	
                “Code” means
      the U.S. Internal Revenue Code of 1986, as
  amended.

              


      

       

      
        	
                1.7

              	
                “Company”
      means Solar Turbines Incorporated and all of its subsidiaries and
      divisions.

              


      

       

      
        	
                1.8

              	
                “Compensation”
      means the amount of base salary paid to a Participant in a month during
      which he is an EFSE and a Participant under the provisions of this Plan;
      subject to the following:

              


      

       

      For Participants
who are eligible for the Company’s Target Total Cash Compensation under plans in
effect on and after January 1, 1985, Compensation will include a Participant’s
job rate, performance incentive, merit alternative if applicable, bookings,
margin and/or revenue incentives. However, the cumulative total of bookings,
margin and/or revenue incentives earned for the includable period cannot exceed
the cumulative total of the related bookings, margin or revenue incentive target
amount for the same period.

       

      Payments for bonus,
premiums, living allowance, differentials or any other additional compensation
will not be included.

       

      
        	
                1.9

              	
                “Converted
      Pension” means the retirement benefit due a Participant or Beneficiary and
      converted into a currency other than U.S. Dollars. A “Converted Pension”
      election can be exercised only at the time a benefit is due from the Plan
      and must be approved by the Company. Once a “Converted Pension” payment is
      selected and approved it is
irrevocable.

              


      

       

      
        	
                1.10

              	
                “Credited
      Service” means all full years and full months of continuous service, not
      to exceed 35 years, with the Company while an EFSE and a Participant under
      the provisions of this Plan. Time spent on an approved paid leave of
      absence shall be considered as continuous service for purposes of this
      Plan, provided the leave is ended by return to work, retirement, death or
      disability.

              


      

       

      Time spent on
approved unpaid leave of absence in excess of 30 days for other than total
disability, shall be deducted from continuous service. A Participant who fails
to return to work from an approved leave of absence shall be considered as
having terminated his employment on the last day that he was at
work.

       

      Once an employee is
designated as an EFSE, all prior credited service under a Company Sponsored
Pension Plan shall be considered Credited Service for the purpose of accruing
benefits under this Plan. However, for Employees who are designated as EFSEs on
or after July 1, 1999, Credited Service shall only include continuous service
while an EFSE.

       

      
        	
                1.11

              	
                “Disability”
      means total and permanent disability of a Participant due to bodily or
      mental injury, sickness or disease, which prevents him from engaging in
      any employment or occupation for remuneration or profit for more than six
      months. Such total disability chart be determined on the basis of a
      medical examination by a qualified physician selected by the
      Company.

              


      

       

      The definition of
Disability shall not include illness
or injury resulting from:

       

      
        	
                 
      

              	
                (A)

              	
                chronic
      alcoholism; or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                addiction to
      narcotics; or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                injury
      suffered while engaged in a felonious or criminal act or enterprise;
      or

              


      

       

      
        	
                 
      

              	
                (D)

              	
                service in
      the armed forces; or

              


      

       

      
        	
                 
      

              	
                (E)

              	
                participation
      in war or act of war.

              


      

       

      
        	
                1.12

              	
                ““European
      Foreign Service Employee (EFSE)” means an employee designated as such by
      the Company.

              


      

       

      
        	
                1.13

              	
                “Married
      Participant” means a Participant who is lawfully married on the date
      Retirement Benefits become payable pursuant to Articles IV, V or
      VI.

              


      

       

      
        	
                1.14

              	
                “Participant”
      means an Employee designated pursuant to Article II and who continues to
      be entitled to any benefits under the
Plan.

              


      

       

      
        	
                1.15

              	
                “Pensionable
      Earnings” means the average Compensation which has been paid to a
      Participant on account of continuous service during those 36 consecutive
      months of EFSE employment, included within the last 60 full months of his
      EFSE employment prior to Normal Retirement (or actual period of
      employment, if less) for which he received his highest compensation during
      such periods.

              


      

       

      A Participant who
has ten (10) years or more of continuous service and who is over fifty-five (55)
years of age, is transferred prior to retirement to a part-time status without
interruption of continuity of service, his Pensionable Earnings shall be
determined by the Company as if such employee has retired when placed on a
part-time status.

       

      
        	
                1.16

              	
                “Plan” means
      the Solar Turbines Incorporated Pension Plan for European Foreign Service
      Employees as herein set forth and as it may thereafter be amended from
      time to time.

              


      

       

      
        	
                1.17

              	
                “Plan Year”
      means the 12 month period beginning January
1.

              


      

       

      
        	
                1.18

              	
                “Social
      Security Benefit” means all benefits (including the actuarial equivalent
      of lump sum benefits expressed as a lifetime pension) available to the
      Participant as of his Normal Retirement Date under the provisions of
      governmental, provincial or state Social Security Act(s). If a Participant
      terminates his employment before Normal Retirement, his Social Security
      Benefit will be estimated by assuming: a) that he will receive no further
      earnings if he then satisfies the requirements for Early Retirement or
      Disability Retirement under Article III; or b) that his earnings will
      continue at the same rate as in effect on the date of termination of
      employment if he does not then satisfy the requirements for Early
      Retirement or Disability Retirement under Article
  III.

              


      

       

      The Company may
adopt rules governing the computation of such amounts, and the fact that the
Participant does not actually receive such amounts because or failure to apply,
or continuance or work, or for any other reason, shall be
disregarded.

       

      
        	
                1.19

              	
                “Retirement
      Benefit” means the benefits provided to Participants and their
      Beneficiaries in accordance with the applicable provisions of Articles IV,
      V and VI. The Retirement Benefit will be computed in U.S. Dollars and is
      normally paid in U.S. Dollars.

              


      

       

      
        	
                1.20

              	
                “Vested
      Percentage” means a Participant’s right to an Accrued Benefit pursuant to
      Article X.

              


      

       

       

      ARTICLE
II

      ELIGIBILITY AND
SERVICE

       

      
        	
                2.1

              	
                Each Employee
      designated as a European Foreign Service Employee (EFSE) who commenced
      employment with the Company on or before January 1, 1987, shall become a
      Participant on the Effective Date.

              


      

       

      Other Employees
shall become Participants coincident with or on the first day of the month next
following their designation as an EFSE.

       

      In the event a
Participant terminates his employment, he shall resume participation in the Plan
as of the date he is subsequently reemployed by the Company as an
EFSE.

       

       

      ARTICLE
III

      RETIREMENT
DATES

       

      
        	
                3.1

              	
                Normal Retirement
      Date. A Participant’s Normal Retirement Date shall be the first day
      of the month coinciding with or next following his 65th birthday. A
      Participant whose employment is terminated on his Normal Retirement Date
      shall be considered to have retired and shall receive a Normal Retirement
      Benefit in accordance with Article
IV.

              


      

       

      
        	
                3.2

              	
                Early Retirement
      Date. Each Participant whose employment is terminated prior to his
      Normal Retirement Date, but after he has attained age 55 and completed at
      least 10 years of Credited Service, may elect to retire with the approval
      of the Company.  Such Participant’s Early Retirement Date shall
      be the first day of the month next following the month in which such
      termination of employment occurs. Early Retirement benefits will be
      determined in accordance with Article
IV.

              


      

       

      
        	
                3.3

              	
                Late Retirement
      Date. Each Participant may continue his service with the Company
      after the Normal Retirement Date with the approval of the Company. No
      payment of any benefit shall be made to such Participant until his actual
      retirement. The Participant will not earn any Credited Service after the
      Normal Retirement Date, and will be paid in accordance with Article
      IV.

              


      

       

      
        	
                3.4

              	
                Disability Retirement
      Date. A Participant whose employment is terminated prior to his
      Normal Retirement Date by reason of a Disability, as defined in Section
      1.11, shall be eligible for Disability Retirement and shall receive a
      benefit in accordance with Article
V.

              


      

       

       

      ARTICLE
IV

      BENEFITS

       

      
        	
                4.1

              	
                Normal
      Retirement. A Participant retiring on his Normal Retirement Date
      shall be entitled, commencing on such date, to receive a monthly
      Retirement Benefit for life computed in accordance with the provisions of
      Section 4.5.

              


      

       

      
        	
                4.2

              	
                Early
      Retirement. A Participant retiring on his Early Retirement Date
      shall be entitled to receive a deferred Retirement Benefit, commencing on
      his Normal Retirement Date, equal to 100% of his Accrued
      Benefit.  A reduced Retirement Benefit can be elected prior to
      the Normal Retirement Date, equal to 100% of the Accrued Benefit, but
      reduced by 1/240th for each month that the date of commencement precedes
      the Participant’s Normal Retirement
Date.

              


      

       

      
        	
                4.3

              	
                Late
      Retirement. A Participant retiring on his Late Retirement Date
      shall be entitled, commencing on such date, to receive a monthly
      Retirement Benefit for life. Such Late Retirement Benefit will be
      determined as the Actuarial Equivalent of the Normal Retirement benefit
      computed as of the Participant’s Normal Retirement
  Date.

              


      

       

      
        	
                4.4

              	
                Vested
      Benefits. A Participant who has terminated employment after the
      Effective Date with a Vested Percentage, shall be entitled to receive a
      deferred monthly benefit commencing on his Normal Retirement Date equal to
      his Accrued Benefit.  Alternatively, a reduced monthly benefit
      can be elected to commence after attainment of age 55, computed in
      accordance with Section 4.2.

              


      

       

      
        	
                4.5

              	
                Form of Normal
      Retirement Benefit. Subject to Article VIII, the primary form of
      Retirement Benefit payable to a Participant shall be a monthly annuity
      payable to the Participant for life, equal to (A) minus the aggregate of
      (B), (C), and (D).  In no event, however, shall the monthly
      annuity amount calculated pursuant to this Section 4.5 exceed the amount
      set forth in (E).

              


      

       

      
        	
                 
      

              	
                (A)

              	
                .0175 times
      Credited Service times Pensionable
Earnings.

              


      

       

      
        	
                 
      

              	
                (B)

              	
                100% of the
      monthly benefits for old age pension to which the Participant is entitled
      as a result of service with the Company and which the Participant can
      collect (or has collected or could collect by proper application) under
      any compulsory program, i.e. Social Security Benefits, a compulsory
      benefit payable as a result of union or collective bargaining agreements,
      and governmental decrees or directives having the force of law. For
      purposes of this Article IV, such offsets shall exclude benefits payable
      to the spouse (or other family members) which are attributable to the
      Participant’s service with the Company, and for which the Company did not
      make additional contributions.

              


      

       

      Normal Retirement
Benefits shall be determined assuming the Participant is eligible to receive
Social Security Benefits. If the Participant is not eligible for Social Security
Benefits, or receives Social Security Benefits in a lesser amount than
determined under the Plan, it is the Participant’s responsibility to provide
proof either of ineligibility or the amount of the actual Social Security
Benefit received. Proof must be submitted within 60 days following the date of
retirement.

       

      
        	
                 
      

              	
                (C)

              	
                100% of the
      monthly benefits for old age pension (based on a straight life annuity)
      which the Participant is entitled to under any formal or informal private
      benefit plan established by the Company or Associate Company in any
      country, except to the extent that if the Participant was required to
      contribute to the program only 50% of such benefits will be
      considered.

              


      

       

      
        	
                 
      

              	
                (D)

              	
                The actuarial
      equivalent of any lump sum termination indemnity as a lifetime monthly
      income multiplied by a fraction, the numerator of which is years of
      participation in this Plan and the denominator of which is the total years
      of service used to determine the indemnity benefit. For purposes of this
      Section 4.5(D), only lump sum termination indemnities which represent
      payment of the Participant’s accrued pension liability shall be
      included.

              


      

       

      
        	
                 
      

              	
                (E)

              	
                Notwithstanding
      anything provision of this Section to the contrary, the benefit payable
      hereunder shall be subject to the limitations on retirement income set
      forth in final Treasury Regulations issued under Section 415 of the Code
      and any other regulations, rulings or other administrative guidance issued
      pursuant thereto by the Internal Revenue Service, to the same extent as if
      such regulations, rulings and guidance applied to this
    Plan.

              


      

       

       

      ARTICLE
V

      DISABILITY
PENSION

       

      
        	
                5.1

              	
                Disability
      Pension. In the event the Participant becomes disabled in
      accordance with Section 1.11 when he is an EFSE and a Participant under
      the provisions of this Plan, he shall be entitled to a pension calculated
      in accordance with Section 4.5 except
that:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                Pensionable
      Earnings shall mean that annual compensation being paid to the Participant
      on the date disability commenced,
and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Credited
      Service shall be deemed to include the years and months between the date
      disability commenced and the Participant’s Normal Retirement
      Date.

              


      

       

       

      ARTICLE
VI

      PRERETIREMENT SPOUSES AND
ORPHANS PENSION

       

      
        	
                6.1

              	
                Preretirement Spouses
      and Orphans Pension. In the event the Participant dies prior to his
      Normal Retirement Date there shall be paid to his Spouse a pension equal
      to 50% of the pension calculated in accordance with Section 5.1. In
      addition there shall be paid to each eligible child a pension equal to 10%
      of the amount determined in Section 5.1, such amount shall be doubled if
      the spouse of the Participant has predeceased him. The total of all
      amounts paid under this Section shall not exceed 100% of the amount
      calculated in accordance with Section
5.1.

              


      

       

      An Eligible Child
is a child of the Participant who is the natural, adopted, step-child, or a
child for whom the Participant has legal responsibility, who has not yet
attained age 19, or age 25 if a full time student. Once a child is no longer an
Eligible Child his pension shall cease.

       

      Any pension being
paid to the spouse of a Participant shall be paid for lifetime except such
pension shall cease in the event of remarriage of such spouse.

       

      In the event the
Participant is not married and has no Eligible Children there shall be paid an
amount equal to two times the Participant’s annual compensation to such
Beneficiaries as he may designate.

       

      For purposes of
determining the Spouse’s and Orphans’ benefit, the benefit determined under
Section 5.1 will be reduced by the applicable amount of the spouse’s or orphans’
Social Security Benefit, and not the amount of the Participant’s Social Security
Benefit.

       

       

      ARTICLE
VII

      MAXIMUM
BENEFITS

       

      
        	
                7.1

              	
                Maximum
      Benefits. The maximum pension from all. Company sources may never
      exceed 80% of the Pensionable Earnings. The factors to be considered in
      this limit are:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      retirement benefit as calculated in Article IV, V or
  VI.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Other company
      sponsored plans.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Social
      Security as defined in Section
1.18.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Social
      benefits provided by the Company.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                The monthly
      equivalent, on an actuarial basis, of any termination
      indemnity.

              


      

       

      
        	
                7.2

              	
                Reemployment.
      If a retired Participant returns to the employ of the Company, his monthly
      Retirement Benefit shall cease for as long as he continues to be employed.
      During the period of reemployment, the Employee will participate in the
      Plan provided he meets the requirements of Section
  2.1.

              


      

       

      Upon subsequent
retirement, the Participant shall be eligible to recommence a monthly Retirement
Benefit attributable to his Accrued Benefit. However, the amount payable will be
recomputed taking into account such Compensation and Credited Years of Service
as allowed under Article IV, but only to the extent the Participant was an EFSE
during the period of reemployment. Credited Years of Service shall not include
service during the period of retirement prior to reemployment.

       

      Such recomputed
Retirement Benefit shall be reduced by the Actuarial Equivalent of the value, at
the Participant’s subsequent retirement date, of the Accrued Benefit payments
previously received. In no event shall the recomputed Retirement Benefit, after
such Actuarial Equivalent reduction, be less than the Retirement Benefit to
which the Participant was entitled prior to his date of
reemployment.

       

      
        	
                7.3

              	
                No
      Participant shall be entitled to receive benefits under this Plan unless
      he meets the requirements of the Company regarding required participation
      in the various Government pension plans in the Participant’s home country
      and/or country of assignment, the contributions to such plans are paid
      directly or indirectly by the
Company.

              


      

       

       

      ARTICLE
VIII

      MODES OF BENEFIT
PAYMENT

       

      
        	
                8.1

              	
                Retirement
      Benefit. Subject to the other provisions of this Article, a
      Participant may elect to have the Retirement Benefits paid under any of
      the optional forms of payment described in Section
  8.2.

              


      

       

      
        	
                8.2

              	
                Optional Modes of
      Payment. A Participant may elect to receive Retirement Benefits
      under any one of the following
options:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                Joint and Survivor
      Annuity:

              


      

       

      A reduced rate of
Retirement Benefit during his lifetime, with income at 50%, 75% or 100%,
whichever the Participant elects, of that reduced rate continuing to his
Beneficiary. The Joint and Survivor Annuity will be the Actuarial Equivalent of
the Retirement Benefit provided under Article IV or V.

       

      
        	
                 
      

              	
                (B)

              	
                Years Certain and Life
      Annuity:

              


      

       

      A Retirement
Benefit which is the Actuarial Equivalent of the Retirement Benefit provided
under Section 4.5, payable for his lifetime, but guaranteed for a period of ten
(10) or twenty (20) years, whichever the Participant elects.

       

      If the Participant
dies before expiration of the guaranteed period, the remaining certain payments
shall continue to his Beneficiary, or in the absence of a surviving Beneficiary,
the commuted value of such payments shall be paid to the Participant’s
estate.

       

      If the Beneficiary
dies while further payments are due, and after having received at least one (1)
payment, such further payments shall be made to any person designated by the
Participant as an alternate Beneficiary. In the absence of an alternate
surviving Beneficiary, the commuted value of such payments shall be paid to the
estate of the last surviving Beneficiary.

       

      
        	
                 
      

              	
                (C)

              	
                Lump
      Sum:

              


      

       

      A Participant shall
have the option to elect to have the actuarial equivalent of his Accrued Benefit
paid to him in a lump sum.

       

      Such lump sum
payment shall satisfy the liability of the Company in full, such that if the
Participant were to be subsequently reemployed by the Company, he would be
treated, for purposes of determining his Credited Years of Service, as a new
Employee.

       

      
        	
                8.3

              	
                Election of Other
      Options. The following rules and requirements must be met in order
      for any of the options described in Section 8.2 to be
      effective:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                The election
      must be made on an appropriate form no later than ninety (90) days prior
      to the Participant’s Normal Retirement Date or earlier date of actual
      retirement.

              


      

       

      
        	
                 
      

              	
                (B)

              	
                The effective
      date of the option shall be the Participant’s Normal Retirement Date or
      earlier date of actual retirement which must be at least ninety (90) days
      after the date on which the election is
made.

              


      

       

      
        	
                 
      

              	
                (C)

              	
                The name of
      the Beneficiary and address and relationship to the Participant must be
      stated on the form unless a lump sum is elected. The percentage of the
      Retirement Benefit to the Participant to be continued to the Joint
      Annuitant after the Participant’s death, as well as the Beneficiary’s sex
      and date of birth, must also be stated on the election form. Proof of date
      of birth, acceptable to the Company, must be submitted within 90 days
      after the election is made.

              


      

       

      
        	
                 
      

              	
                (D)

              	
                The consent
      of the Beneficiary shall not be required for the election of an
      option.

              


      

       

      
        	
                 
      

              	
                (E)

              	
                The election
      of an option may be cancelled or modified, subject to the same conditions
      that apply to the election of an option. However, the conditions for the
      cancellation or modification of an option may be waived by the Company if,
      in its opinion, the waiver of such conditions would have no adverse
      actuarial effect. A Participant may not change the Contingent Annuitant
      under Section 8.2, paragraph (A), other than by modification of the option
      in accordance with the foregoing rules. The election of an option may not
      be cancelled or modified subsequent to the Annuity Commencement
      Date.

              


      

       

       

      ARTICLE
IX

      DEATH
BENEFITS

       

      
        	
                9.1

              	
                Pre-Retirement
      - A death benefit will be payable. This benefit will be in accordance with
      Article VI.

              


      

       

      
        	
                9.2

              	
                Post-Retirement
      - The benefit payable will be determined by the retirement benefit option
      selected by the participant at date of
  retirement.

              


      

       

       

      ARTICLE
X

      VESTING

       

      
        	
                10.1

              	
                If a
      Participant’s employment terminates for any reason other than Death or
      Disability, he shall have a non-forfeitable right to the Accrued
      Retirement Benefit according to the following
  schedule:

              


      

       

      
        	
                Years of
      Credited Service

              	
                Vested %

              
	
                 

                less than
      5

                 

              	
                 

                0

                 

              
	
                5 or
      more

                 

              	
                100

                 

              


      

       

      
        	
                10.2

              	
                A Participant
      whose employment is terminated for any reason, other than Death,
      Disability, prior to the completion of 5 Years of Credited Service shall
      cease to be a Participant; his Accrued Retirement Benefit will be
      cancelled, and he shall not be entitled to any benefits under the
      Plan.

              


      

       

      
        	
                10.3

              	
                If the
      Company decides that a Participant is no longer eligible, the
      Participant’s Accrued Benefit shall be frozen until he qualifies for a
      pension under any provision in Article
III.

              


      

       

      
        	
                10.4

              	
                Should a
      Participant resign or be discharged before satisfaction of the
      requirements for a pension under Article III, no person shall have any
      vested claim to benefits under this Plan except as provided in Section
      10.1. Should any Participant die after becoming eligible for retirement
      benefits under the Plan, no person shall have any claim to benefits under
      this Plan except as provided by the Participant through the selection of
      an optional annuity as prescribed by the
  Company.

              


      

       

      
        	
                10.5

              	
                Any
      Participant who leaves the employ of the Company and is subsequently
      reemployed shall be considered, for purposes of this Plan, as a new
      Employee from the date of his reemployment, unless otherwise determined by
      the Company.

              


      

       

      
        	
                10.6

              	
                For the
      calculation of credited service, all service as a European Foreign Service
      Employee or previously known as International Employees or European
      Employees shall be counted.

              


      

       

       

      ARTICLE
XI

      CONTRIBUTIONS

       

      
        	
                11.1

              	
                Employer
      Contributions. For periods before the effective date of this
      amended and restated Plan, this Section is intended to clarify the Plan as
      in effect since it was established.  Subject to Section 14.1,
      the Company will contribute to an insurance contract such amounts as it
      considers appropriate based on actuarial calculations to provide the
      benefits under this Plan. The Company is under no obligation to make any
      contributions under the Plan after the Plan is terminated, whether or not
      benefits accrued or vested prior to such date or termination have been
      fully funded.

              


      

       

       

      ARTICLE
XII

      ADMINISTRATION OF THE
PLAN

       

      
        	
                12.1

              	
                This Plan is
      administered by the Company.

              


      

       

      The Company shall
have the power and authority to interpret the provisions of this Plan and to
devise and make effective from time to time such procedures as may, in its
judgment, be advisable and necessary to carry out said provisions. Whenever, in
the Company’s opinion, a person entitled to receive any payment of a benefit or
installment thereof hereunder is under a legal disability or is incapacitated in
any way so as to be unable to manage his or her financial affairs, the Company
may direct payments to such person or to his legal representative for his
benefit, or to apply the payment for the benefit of such person in such manner
as the Company considers advisable. Determination by the Company as to the
interpretation and application of this Plan shall be conclusive on all parties
and its action shall not be subject to any review.

       

      The Company
reserves the right to carefully review the situation of each employee and if
necessary, to modify the provisions of this Plan to adapt the underlying
philosophy and objectives to a particular employee or employment
situation.

       

      Nothing
contemplated herein shall be inconsistent with any applicable provisions of Code
Section 409A.

       

       

      ARTICLE
XIII

      AMENDMENT OR
TERMINATION

       

      
        	
                13.1

              	
                The Company
      reserves the right at any time, and from time to time, to modify or amend,
      in whole or in part, any or all of the provisions of the Plan. However, no
      amendment or modification shall make it possible to deprive any
      Participant of a previous Accrued Vested Retirement
    Benefit.

              


      

       

      No amendment which
becomes effective subsequent to the most recent retirement or other termination
of employment of a Participant, shall in any way affect the amount or conditions
of payment of any benefit to which such Participant is, or may become, entitled
hereunder, except to the extent expressly so provided in such
amendment.

       

      
        	
                13.2

              	
                While the
      Company intends to continue the Plan indefinitely, nevertheless it assumes
      no contractual obligation as to its continuance and the Company may
      terminate the Plan.

              


      

       

      However, if for any
unforeseen reason the Plan is terminated, the Participant retains the right to
the Accrued Vested Retirement Benefit determined as of the date of
termination.

       

       

      ARTICLE
XIV

      GENERAL
PROVISIONS

       

      
        	
                14.1

              	
                For periods
      before the effective date of this amended and restated Plan, this Section
      is intended to clarify the Plan as in effect since it was
      established.  To the extent that the Company acquires or holds
      designated assets in connection with its obligation hereunder (including
      the insurance contract described in Section 11.1), the Plan at all times
      shall nonetheless be entirely unfunded, and the right of a Participant or
      his Beneficiary to receive benefits under the Plan shall be an unsecured
      claim against such assets.  All amounts accrued by Participants
      hereunder, or designated assets acquired or held by the Company in
      connection with its obligation hereunder, shall constitute general assets
      of the Company and may be disposed of by the Company at such time and for
      such purposes as it may deem appropriate.  The Company will make
      contributions to an insurance contract pursuant to Section 11.1, but any
      assets thereof shall be available to pay the claims of the Company’s
      general creditors in the event of the Company’s
  insolvency.

              


      

       

      
        	
                14.2

              	
                This Plan
      shall not be deemed to constitute a contract between the Company and any
      Employee or other person whether or not in the employ of the Company, nor
      shall anything herein contained be deemed to give any Employee or other
      person, whether or not in the employ of the Company, any right to be
      retained in the employ of the Company, or to interfere with the right of
      the Company to discharge any Employee at any time and to treat him without
      regard to the effect which such treatment might have upon him as
      Participant of the Plan.

              


      

       

      
        	
                14.3

              	
                Except as may
      otherwise be provided by law, no distribution or payment under the Plan to
      any Participant or Beneficiary shall be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
      or charge, whether voluntary or involuntary, and any attempt to so
      anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
      the same shall be void; nor shall any such distribution or payment be in
      any way liable for or subject to the debts, contracts, liabilities,
      engagements or torts of any person entitled to such distribution or
      payment, voluntarily or
involuntarily.

              


      

       

      The Company, in its
discretion, may hold, or cause to be held or applied, such distribution or
payment or any part thereof to or for the benefit of such Participant or
Beneficiary, in such manner as the Company shall direct.

       

      
        	
                14.4

              	
                If the
      Company determines that any person entitled to payments under the Plan is
      an infant, or incompetent by reason of physical or mental disability, it
      may cause all payments thereafter becoming due to such person to be made
      to any other person for the benefit of the person entitled to payment,
      without responsibility to follow applications of amounts so
      paid.

              


      

       

      
        	
                14.5

              	
                Subject to
      Section 14.1, the insurance contract and other designated assets acquired
      and held by the Company in connection with its obligation hereunder shall
      be the sole source of benefits under this Plan, and each Employee,
      Participant, Beneficiary, or any other person who shall claim the right to
      any payment or benefit under this Plan shall be entitled to look only to
      the insurance contract and such assets for payment of benefits. The
      Company shall have no further liability to make or continue from its own
      funds the payment of any benefit under the
Plan.

              


      

       

      
        	
                14.6

              	
                If it is
      determined that the benefits under the Plan should be have been paid or
      should have been paid in a lesser amount, written notice thereof shall be
      given to the recipient of such benefits (or his legal representative) and
      he shall repay the amount of overpayment to the Company.  If he
      fails to repay such amount of overpayment promptly, the Company shall
      arrange to recover for the Plan the amount of the overpayment by making an
      appropriate deduction or deductions from any future benefit payment or
      payments payable to that person (or his survivor or beneficiary) under the
      Plan or from any other benefit plan of the
  Company.