exv10w15






Exhibit 10.15




NORTEK, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	Page
	ARTICLE I

	 	Introduction
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	Participation and Vesting
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 	Source of Benefit Payment
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	Retirement Benefits
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 	Qualified Terminations
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 	Administration
	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 	Amendment and Termination
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	 	Miscellaneous
	 	 	15	 






	 	 	 	 	 

	Schedule A — Participants

	 	 	19	 
	 
	 	 	 	 
	Schedule B — Actuarial Assumptions

	 	 	20	 
	 
	 	 	 	 
	Schedule C — Change in Control

	 	 	21	 






 









 






ARTICLE I — INTRODUCTION




     1.1 Purpose of Plan. The purpose of this Plan is to promote loyalty, to attract new
employees and to encourage employees and other persons who provide services to the Company to make
and continue careers with the Company and its subsidiaries by supplementing their retirement
benefits, thereby giving them assurance of retirement security and promoting their continued
loyalty to the Company.



     1.2 Status. The Plan is intended to be a plan that is unfunded and is maintained by
the Company primarily for the purpose of providing deferred compensation for a select group of
management 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 (ERISA), and shall be interpreted
and administered accordingly.



     1.3 Effective Date. The Plan was approved by the Board of Directors to be effective
January 1, 1998.



ARTICLE II — DEFINITIONS




     The following terms have the following meanings unless a different meaning is clearly required
by the context:



     2.1 “Administrator” means the person designated by the Board to administer the Plan pursuant
to Article VI.



     2.2 “Average Compensation” means a Participant’s average annual Eligible Compensation from the
Company during his three consecutive calendar years as an Employee or Consultant in which such
compensation was greatest. For this purpose,



 









 




“Eligible Compensation” shall mean: (i) the Participant’s base salary or compensation, (ii)
including any salary reductions made on behalf of the Participant under any cafeteria, flexible
benefits, or 401(k) plan sponsored by the Company which are excluded from gross income under
Sections 125 or 402(e)(3) of the Internal Revenue Code, (iii) any amount deferred by the
Participant on an elective basis under any other non-qualified deferred compensation plan of the
Company, and (iv) 50% of the amount of any bonus payment which is received from the Company and
included in gross income in any calendar year used to compute the Participant’s “Average
Compensation” hereunder.




     2.3 “Board” means the Board of Directors of the Company.



     2.4 “Company” means Nortek, Inc.



     2.5 “Company Pension Plan” means the Nortek, Inc. Retirement Plan, and any other defined
benefit pension plan of the Company or an affiliated company in which the Employee is a
Participant, as amended and in effect from time to time. Reference to any provision of the Company
Pension Plan includes reference to any comparable or successor provisions of the Company Pension
Plan, as amended from time to time.



     2.6 “Company Pension Plan Benefit” means the monthly benefit available under the Company
Pension Plan, commencing as of the date benefits commence to be paid under this Plan (regardless of
whether payments actually commence under the Company Pension Plan at that date), and which is in
the form of a joint and 50% survivor annuity in the case of a married Employee or a single life
annuity in the case of an unmarried Employee.



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     2.7 “Company Defined Contribution Plan” means the Nortek, Inc. 401(k) Savings Plan, and any
other defined contribution plan of the Company or an affiliated company in which the Participant
participates, as amended and in effective from time to time. Reference to any provision of the
Company Defined Contribution Plan includes reference to any comparable or successor provisions of
the Company Defined Contribution Plan, as amended from time to time.



     2.8 “Defined Contribution Plan Benefit” means the monthly benefit that Participant and Company
(matching and profit sharing) contributions to the Company Defined Contribution Plan would provide
based upon the following assumptions:




	 	(1)	 	the Participant has a beginning balance in the account equal to the
Participant’s balance in the Company Defined Contribution Plan as
of the date he becomes a Participant in the Plan (including any
outstanding loan balance);
	 
	 	(2)	 	for each year that the Participant was eligible to participate
(or, in the case of a person who is a Consultant, would have been eligible to
participate if he was an Employee) in the Company Defined Contribution Plan on
or after the date he became a Participant in this Plan, he contributed the
maximum amount permissible under said plan taking into account limitations set
forth in Sections 401(a)(17), 401(k), 402(g), and 415 of the Internal Revenue
Code;
	 
	 	(3)	 	contributions were made to the Plan uniformly throughout the
year;




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	 	(4)	 	the amounts credited to the Participant’s account were invested
at a rate of return equal to a 50/50 blend of S&P 500 Index and the Lehman
Brothers Aggregate Bond Index; and
	 
	 	(5)	 	as of the date the payment of benefits under this Plan commence
to be paid, the Participant elects to receive the amount credited to his
account in 180 equal monthly installments with interest payable monthly on the
declining balance at the rate of return equal to the 30 year Treasury Bond Rate
(determined at the time of calculation).





     2.9 “Disability” has the meaning given it in the Company’s long-term disability plan in effect
at the time of such determination. A Participant’s employment shall be deemed terminated for
Disability when the Participant is entitled to receive long-term disability compensation under such
plan. If no long-term disability plan is in effect at the time of determination, an Employee will
be disabled if the employee is limited from performing the material and substantial duties of the
Employee’s regular occupation due to sickness or injury and as a result of which the Employee
suffers a loss of 20% or more of his or her monthly salary from the Company.



     2.10 “Effective Date” means January 1, 1998.



     2.11 “Employee” means an individual employed by the Company and a “Consultant” is a person
other than an Employee who performs services for the Company.



     2.12 “Normal Retirement Age” means age 65.



     2.13 “Normal Retirement Benefit” means the benefit referred to in Section 5.1 hereof.



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     2.14 “Normal Retirement Date” means the first day of the month coinciding with or next
following the Employee’s sixty-fifth birthday.



     2.15 “Participant” means any person selected to participate in the Plan in accordance with
Section 3.1.



     2.16 “Plan” means this Nortek, Inc.. Supplemental Executive Retirement Plan B as set forth
herein and in all subsequent amendments hereto.



     2.17 “Primary Social Security Benefit” means the annual amount of old age insurance benefits
which would be payable to a Participant at his Normal Retirement Date computed under the Social
Security Act in effect on the date as of which such computation is made, on the assumption that (i)
there are no increases in the level of such old age benefits after such computation date: (ii) the
Participant does not fail to qualify for, or lose, such old age insurance benefits through failure
to make application therefor, entry into covered employment or otherwise; and (iii) if the
Participant terminates employment prior to his Normal Retirement Date, the Participant continues to
earn compensation, at an annual rate in effect at the date of termination until his Normal
Retirement Date.



     2.18. “Spouse” means an individual who is the legally married husband or wife of the
Participant.



     2.19. “Subsidiary” means any corporation, partnership, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors or, in the case of any
entity which is not a corporation, the members of the appropriate governing board or other group is
at the time owned or controlled,



5









 




directly or indirectly, by the Company or one or more of the other Subsidiaries of the
Company or a combination thereof.




     2.20. “Years of Service” means Years of Service for purposes of benefit accrual as defined in
the Nortek, Inc. Retirement Plan (as in effect on December 31, 1995), but computed without regard
to the fact that benefit accruals under the Retirement Plan ceased after December 31, 1995.



ARTICLE III — PARTICIPATION AND VESTING




     3.1 Selection of Participants. The Board will select from time to time those persons
who will be Participants in the Plan. The person set forth in the attached Schedule A will become
a Participant on the Effective Date. If and when additional Participants are named by the Board,
they will be added to the Schedule and will become Participants at that time.



     3.2 Vesting.




	 	(a)	 	Except as provided in paragraph (b) and in Section 6, a
Participant will be vested and entitled to receive benefits under this Plan
only if he has accumulated ten (10) Years of Service. A Participant who ceases
to be an Employee or Consultant without becoming vested will forfeit all rights
under the Plan.
	 
	 	(b)	 	A Participant who ceases to provide services because of death
or Disability before satisfying the requirements of paragraph (a) shall become
vested immediately and entitled to receive benefits subject to the other
provisions of the Plan.




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ARTICLE IV — SOURCE OF BENEFIT PAYMENTS




     4.1 Obligations of Employers. The Company will establish on its books liabilities for
obligations to pay benefits under the Plan. With respect to all benefits payable under the Plan,
each Participant (or other person entitled to receive benefits with respect to a Participant) will
be an unsecured general creditor of the Company.



     4.2 Guarantees. Because the services rendered by Employees of the Company benefit all
the Subsidiaries, each Subsidiary shall jointly and severally guarantee the payment of the benefits
under the Plan to such Employees.



     4.3 No Funding Required. The benefits payable under the Plan shall be paid by the
Company out of its general assets and shall not be funded. The Company may, however, from time to
time reserve or set aside monies out of its general assets to provide for the payment of the
benefits accrued under this Plan, and it may establish one or more trusts for said purposes;
provided that any trust established for this purpose shall provide that the corpus of the
trust shall be available to the creditors of the Company in the event of the bankruptcy or
insolvency of the Company.



     4.4 No Claim to Specific Assets. Nothing in the Plan will be construed to give any
individual rights to any specific assets of the Company, or any other person or entity.



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ARTICLE V — RETIREMENT BENEFITS




     5.1 Normal Retirement Benefit.




	 	(a)	 	The Normal Retirement Benefit payable under the Plan to a
Participant will be a monthly benefit equal to one-twelfth of 1.667% of the
Participant’s Average Compensation multiplied by his Years of Service (computed
in tenths) not in excess of thirty (30) minus the Participant’s (i) Primary
Social Security Benefit, (ii) Company Pension Plan Benefit; and (ii) Company
Defined Contribution Plan Benefit; all determined as of the Participant’s
Normal Retirement Date (or such later date on which the Participant actually
retires).
	 
	 	(b)	 	Subject to Section 5.2, the Participant’s Normal Retirement
Benefit will commence at his Normal Retirement Date (or such later date on
which the Participant actually retires) and continue for 180 months.





     5.2 Early Commencement of Benefits. A vested Participant who ceases to be an Employee
before Normal Retirement Age because of retirement may thereafter, with the consent of the Board,
elect to have his retirement benefit under the Plan commence any time after the attainment of age
55 (but not later than the Participant’s Normal Retirement Date). If a Participant elects to have
his retirement benefit commence before his Normal Retirement Date, the retirement benefit payable
to him will be reduced using the factors set forth in Schedule B. The reduction factors shall be
applied to the net benefit that would be payable at Normal Retirement Date after the



8









 




offset provided for in 5.1(a)(i) above, and then the reduced benefit shall be further reduced for
the offsets provided for in 5.1(a)(ii) and (iii).




     5.3 Death Benefits. Except as otherwise provided in this paragraph, no death benefits
will be payable to anyone following the death of the Participant.




	 	(a)	 	Post Retirement. If a Participant for whom retirement
benefits have commenced under this Plan dies leaving a surviving Spouse who was
married to the Participant at the time benefits commenced, the surviving Spouse
will thereafter be paid a monthly benefit equal to 50% of the benefit being
received by the Participant at the time of his death, provided that the total
number of months for which the monthly benefit shall be paid to the Participant
and to the surviving spouse shall not exceed 180.
	 
	 	(b)	 	Pre-Retirement. If a vested Participant, former
Employee with a vested benefit or a disabled Employee receiving a disability
benefit under Section 5.4 for whom retirement benefits have not commenced dies
leaving a surviving Spouse, the surviving Spouse shall be entitled to a monthly
retirement benefit equal to 50% of the retirement benefit that would have been
payable to the Participant under Section 5.1 as reduced below. The surviving
Spouse may elect to have her benefit commence at any time after what would have
been the Participant’s 55th birthday (but not later than the Participant’s
Normal Retirement Date). If an election is made to have the benefit commence
prior to the Participant’s Normal




9









 






	 	 	 	Retirement Date, such benefit shall be reduced using factors set forth in
Schedule B. The reduction factors shall be applied to 50% of the benefit
that would have been payable to the Participant at his Normal Retirement
Date after the offset provided for in 5.1(a)(i) above. The resulting
benefit shall then be further reduced by (a) the surviving spouse benefit
payable on the same date under the Company Pension Plan (regardless of
whether payments actually commence under the Company Pension Plan at that
date) and (b) the Participant’s Defined Contribution Plan Benefit
determined as of the same date (regardless of whether distributions commence
under said plan as of such date). If the Company Defined Contribution Plan
Benefit is distributed to the surviving Spouse prior to the payment of
benefits under this Plan, the Defined Contribution Plan Benefit shall, for
purposes of the offset calculation, be calculated as if no distributions had
been made and the Participant’s account continued to be invested at the rate
provided for in Section 2.8(4) until the date benefits commence under this
Plan.





     5.4 Disability Benefit. A vested Participant who ceases to provide services to the
Company before Normal Retirement Age because of Disability shall receive a monthly disability
benefit equal to the excess of (a) the monthly benefit available under Section 5.2 over (b) the
monthly benefit being paid to the Participant under the Company’s long-term disability plan. The
monthly disability benefit under this Plan shall



10









 




commence with the commencement of benefit under the long term disability plan (or on the first day
of the month which is six months after the date of disability if there is no long term disability
plan in effect on the date of disability) and shall cease upon the earlier of (i) the date the
Participant returns to work, (ii) the date benefits commence under Section 5.2 above, (iii) the
Participant’s Normal Retirement Date, or (iv) the Participant’s death.




     The payment of a Disability benefit under this Plan shall not make the Participant or the
Participant’s surviving Spouse ineligible for or otherwise reduce any other benefit payable to
either under this Plan.



     5.5 Other Benefit. The benefit with respect to a vested Participant who ceases to
provide services to the Company for any reason other than retirement with consent of the Company,
Disability or death may not commence prior to his Normal Retirement Date.



     ARTICLE VI — QUALIFIED TERMINATIONS



     6.1 Vesting and Commencement of Benefits. In the event of a “Change of Control” (as
defined in Schedule C), a Participant shall, notwithstanding any other provision of the Plan,
immediately become fully vested in his retirement benefits as described in Section 5.1, and in the
event of a “Qualified Termination”, payment of such benefits shall commence immediately without
reduction under Section 5.2.



11









 





     6.2 “Qualified Termination”. Qualified Termination means termination of the
Participant’s status as an Employee or Consultant within 24 months following a Change of Control
(a) by the Company, or (b) by the Participant for any of the following reasons:




	 	(i)	 	without Participant’s express written consent, assignment of
Participant to any duties inconsistent with his position, duties and
responsibilities and status with the Company immediately prior to a Change in
Control; or
	 
	 	(ii)	 	a reduction by the Company in Participant’s base salary (or
compensation in the case of a Consultant) as in effect immediately prior to a
Change in Control;
	 
	 	(iii)	 	failure by the Company to continue any bonus in which a
Participant participated immediately prior to a Change in Control in an amount
at least equal to: (a) the amount of the average bonus paid to the Participant
for the three calendar years prior to the Change of Control, multiplied by (b)
a fraction which is the Company’s pre-tax earnings for any calendar year after
the Change of Control over the Company’s average pre-tax earnings for the three
calendar years immediately prior to the Change in Control; or
	 
	 	(iv)	 	without Participant’s express written consent, the Company’s
requiring Participant to be based anywhere other than within 25 miles of his
office location immediately prior to a Change in Control, except for required
travel on the Company’s business to an extent




12









 






	 	 	 	substantially consistent with his business travel obligations immediately
prior to a Change in Control; or






	 	(v)	 	the failure by the Company to continue in effect any benefit or
compensation plan, stock ownership plan, stock purchase plan, stock option
plan, life insurance plan, health-and-accident plan or disability plan in which
Participant is participating at the time of a Change in Control (or plans
providing Participant with substantially similar benefits), or the taking of
any action by the Company which would adversely affect Participant’s
participation or materially reduce his benefits under any of such plans; or
	 
	 	(vi)	 	the taking of any action by the Company which would deprive
Participant of any material fringe benefit enjoyed by him at the time of the
Change in Control, or the failure by the Company to provide him with the number
of paid vacation days to which he is then entitled in accordance with the
Company’s normal vacation policy in effect immediately prior to a Change in
Control; or
	 
	 	(vii)	 	the failure by the Company to obtain the written agreement to
perform the Company’s obligations under this Plan by any successor of the
Company.




13









 











ARTICLE VII — ADMINISTRATION




     7.1 Authority of Administrator. The Plan will be administered by the person
designated by the Board to administer the Plan (the “Administrator”), but the Board will have full
discretionary authority to interpret the provisions of the Plan and decide all questions and settle
all disputes that may arise in connection with the Plan. The Board may establish its own operative
and administrative rules and procedures in connection with the Plan, provided such procedures are
consistent with the requirements of Section 503 of ERISA and the regulations thereunder. All
interpretations, decisions and determinations made by the Board will be binding on all persons
concerned.



     The Board in its sole discretion may delegate certain of its duties and responsibilities to
the Administrator or to an appropriate Employee or Employees. For purposes of the Plan, any action
taken by the Administrator or a delegee Employee pursuant to such delegation will be considered to
have been taken by the Board. The Company agrees to indemnify and to defend to the fullest
possible extent permitted by law any delegee of the Board (including any person who formerly served
as a delegee) against all liabilities, damages, costs and expenses (including attorneys’ fees and
amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission
to act in connection with the Plan, if such act or omission is in good faith.



     7.2 Payment of Expenses. All expenses incurred in the creation or administration of
this Plan shall be paid by the Company.



14









 





ARTICLE VIII — AMENDMENT OR TERMINATION OF PLAN




     The Company hopes and expects to continue the Plan in effect, but the Board necessarily
reserves the right to amend the Plan at any time, and from time to time, or to terminate the Plan,
provided that such amendment or termination shall not reduce the accrued benefit of any Participant
(whether vested or non-vested). Any amendment or termination shall be stated in an instrument in
writing and signed by a duly authorized representative of the Board.



ARTICLE IX — MISCELLANEOUS




     9.1 No Assignment or Alienation. None of the benefits, payments, proceeds or claims
of any person under this Plan shall be subject to any claim of any creditor, spouse or former
spouse of the person or to attachment or garnishment or other legal process by any such creditor,
spouse or former spouse; nor shall any person have any right to alienate, anticipate, commute,
pledge, encumber or assign any of the benefits, payments or proceeds which he or she may expect to
receive, contingently or otherwise, under the Plan.



     9.2 Limitation of Rights. Neither the establishment of the Plan, nor any amendment
thereof, nor the payment of any benefits will be construed as giving any individual any legal or
equitable right against the Company, except for those rights explicitly provided for in the Plan.



     9.3 Forfeiture of Benefits. A Participant shall forfeit all rights or benefits
remaining to him under the Plan if his employment is terminated on account of, or he is convicted
of, or confesses to, or permits a plea of nolo contendere to be entered with



15









 




respect to, a criminal act of fraud, misappropriation, embezzlement, or the like, which is a felony
and involves property of the Company or a Subsidiary, or if after he terminates employment with the
Company, he directly or indirectly runs, manages, operates, controls, is employed by, participates
in, invests in, or is connected in any manner with the management, operation, ownership or control
of any business or venture that manufacturers or distributes any product that is also manufactured
or distributed by Nortek, the Company or any affiliated company.




     9.4 Governing Law. The Plan will be construed, administered, and governed under the
laws of the State of Delaware to the extent not preempted by federal law.



     9.5 Severability. If any provision of this Plan is held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions shall continue to be fully
effective.


IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer
this 14th day of May, 1998.




	 	 	 	 	 
	 	NORTEK, INC.

 	 
	 	By:  	/s/ Richard J. Harris
 	 
	 	 	Richard J. Harris 	 
	 	 	Vice President and Treasurer 	 



16









 






	 	 	 	 	 


The following subsidiaries of Nortek, Inc. hereby jointly and severally guarantee the prompt
performance of all obligations of the Company under this Plan and the prompt payment of all
benefits payable under this Plan.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	BROAN MFG. CO., INC.	 	 	 	AUBREY MANUFACTURING, INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard J. Harris
	 	 	 	By:
	 	/s/ Richard J. Harris	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Richard J. Harris
	 	 	 	 	 	Richard J. Harris	 	 	 	 	 	 
	 

	 	Vice President and Treasurer
	 	 	 	 	 	Vice President and Treasurer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JENSEN INDUSTRIES, INC.	 	 	 	RANGAIRE, LP
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard J. Harris
	 	 	 	By:
	 	/s/ Richard J. Harris	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Richard J. Harris
	 	 	 	 	 	Richard J. Harris	 	 	 	 	 	 
	 

	 	Vice President and Treasurer
	 	 	 	 	 	Vice President and Treasurer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	M&S SYSTEMS, LP	 	 	 	LINEAR CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard J. Harris
	 	 	 	By:
	 	/s/ Richard J. Harris	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Richard J. Harris
	 	 	 	 	 	Richard J. Harris	 	 	 	 	 	 
	 

	 	Vice President and Treasurer
	 	 	 	 	 	Vice President and Treasurer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MOORE-O-MATIC, INC.	 	 	 	NORDYNE, INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard J. Harris
	 	 	 	By:
	 	/s/ Richard J. Harris	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Richard J. Harris
	 	 	 	 	 	Richard J. Harris	 	 	 	 	 	 
	 

	 	Vice President and Treasurer
	 	 	 	 	 	Vice President and Treasurer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MAMMOTH, INC.	 	 	 	GOVERNAIR CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard J. Harris
	 	 	 	By:
	 	/s/ Richard J. Harris	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Richard J. Harris
	 	 	 	 	 	Richard J. Harris	 	 	 	 	 	 
	 

	 	Vice President and Treasurer
	 	 	 	 	 	Vice President and Treasurer	 	 	 	 	 	 






[signature lines continued]






17









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	TEMTROL, INC.	 	 	 	UNIVERSAL-RUNDLE CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard J. Harris
	 	 	 	By:
	 	/s/ Richard J. Harris	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Richard J. Harris
	 	 	 	 	 	Richard J. Harris	 	 	 	 	 	 
	 

	 	Vice President and Treasurer
	 	 	 	 	 	Vice President and Treasurer	 	 	 	 	 	 






18









 






SCHEDULE A




Participants



	 	 	 
	Name	 	Date of Participation 
	Bruce Fleming

	 	January 1, 1998






19









 






SCHEDULE B




Actuarial Assumptions



20









 





SCHEDULE C




Change in Control


For purposes of this Plan, a “Change in Control” shall be deemed to have occurred if and when:




          (a) The Company ceases to be a publicly-owned corporation having at least 500 stockholders;
or




          (b) there occurs any event or series of events that would be required to be reported in
response to Item 1(a) of a Form 8-K filed under the Securities Exchange Act of 1934 (the “Exchange
Act”); or




          (c) the Company executes an agreement of acquisition, merger, or consolidation which
contemplates that after the effective date provided for in the agreement, all or substantially all
of the business and/or assets of the Company will be controlled by another corporation or other
entity; provided, however, that for purposes of this paragraph (c), (i) if such an agreement
requires as a condition precedent approval by the Company’s shareholders of the agreement or
transaction, a Change in Control shall not be deemed to have taken place unless and until such
approval is secured and, (ii) if the voting shareholders of such other corporation or entity shall,
immediately after such effective date, be substantially the same as the voting shareholders of the
Company immediately prior to such effective date, the execution of such agreement shall not, by
itself, constitute a “Change in Control”; or







21









 








          (d) any Person (excluding a Participant) becomes the beneficial owner (as defined in Rule
13d-3 promulgated under the Exchange Act) of 25% or more of the Common Stock (excluding Special
Common Stock) of the Company; or




          (e) during any period of 24 consecutive months, commencing after the effective date of this
Plan, individuals who at the beginning of such 24-month period were directors of the Company shall
cease to constitute at least a majority of the Company’s Board of Directors, unless the election of
each director who was not a director at the beginning of such period has been approved in advance
by directors representing at least two-thirds of (i) the directors then in office who were
directors at the beginning of the 24-month period, or (ii) the directors specified in clause (i)
plus directors whose election has been so approved by directors specified in clauses (i).




     For the purposes of this Plan, “Person” shall have the same meaning used in Sections 13(d) or
14(d)(2) of the Securities Exchange Act of 1934.




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