exv10w1



 





Exhibit 10.1




MARITRANS INC




EXCESS BENEFIT PLAN




as Amended and Restated Effective January 1, 2005




          WHEREAS, Maritrans Inc. (the “Company”) sponsors the Retirement Plan of Maritrans Inc. (the
“Retirement Plan”) and the Profit Sharing Plan and Savings Plan of Maritrans Inc. (the “Profit
Sharing Plan”) for those of its employees eligible to participate; and




          WHEREAS, the Company maintains the Retirement Plan and the Profit Sharing Plan in conformance
with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”) and the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and




          WHEREAS, the requirements of the Code do not permit either the Retirement Plan or the Profit
Sharing Plan to provide benefits to, or contributions for, any participant in excess of the
monetary limits imposed by Section 415 of the Code or to base such benefits or contributions on
compensation in excess of the monetary limits imposed by Section 401(a)(17) of the Code (both as
indexed); and




          WHEREAS, the Company is permitted by ERISA to establish an unfunded plan to provide for the
payments of benefits to, and contributions for, certain employees to supplement the benefits paid
under the Retirement Plan, or contributions made to the Profit Sharing Plan, which would otherwise
exceed the limits imposed, and, therefore, the Company also sponsors this Excess Benefit Plan (the
“Plan”), which was originally effective as of January 1, 1983, for the benefit of certain of its
employees to accomplish the objectives discussed above; and




          WHEREAS, under Section 409A of the Code, certain changes to the Plan are now required or
desirable, and pursuant to Section 9.1, the Board of Directors of the Company (the “Board”) may
amend the Plan;




          WHEREAS, the Board desires to delegate authority to the Compensation Committee of the Board to
amend the Plan;




          WHEREAS, the Board desires to delegate authority to the Retirement Plans Committee of
Maritrans Inc. to administer the Plan;




          NOW THEREFORE, the Plan is amended and restated in its entirety, effective as of January 1,
2005; provided, however, that the Plan, as adopted, shall apply only to an employee who begins to
receive a benefit or terminates employment on or after January 1, 2005. The rights and benefits of
any other employee shall be determined under the Plan as in effect on the date that the employee’s
employment terminated.




 









 





ARTICLE I

DEFINITIONS




     Account. “Account” means, with respect to a Participant, the Account established on
the books of account of the Company, pursuant to Article IV.



     Actuarial Equivalent. “Actuarial Equivalent” means a benefit of equivalent value
determined in accordance with the actuarial factors and assumptions used for the same purpose under
the Retirement Plan



     Affiliate. “Affiliate” means any firm, partnership, or corporation that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with Maritrans.



     Benefit. “Benefit” means the benefit to which a Participant, surviving spouse, or
beneficiary is entitled in accordance with Articles III and IV.



     Board. “Board” means the Board of Directors of Maritrans Inc.



     Change of Control. “Change of Control” means a Change of Control as defined under the
Maritrans Inc. 2005 Omnibus Equity Compensation Plan.



     Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     Committee. “Committee” means the Retirement Plans Committee of Maritrans, Inc.



     Company. “Company” means Maritrans Inc. and its Affiliates that are participating
employers under the Retirement Plan and the Profit Sharing Plan.



     Compensation Committee. “Compensation Committee” means the Compensation Committee of
the Board.



     Credited Service. “Credited Service” means Credited Service as defined under the
Retirement Plan.



     Early Retirement Date. “Early Retirement Date” means the Participant’s Optional Early
Retirement Date as defined in Section 5.2 of the Retirement Plan.



     Effective Date. “Effective Date” means January 1, 2005. The original effective date
was January 1, 1983.



     Eligible Employee. “Eligible Employee” means any Employee who is a participant in the
Retirement Plan whose benefit under the Retirement Plan upon retirement would be reduced so as not
to violate the monetary limits imposed by Section 415 or Section 401(a)(17) of the Code, or any
Employee who is a participant in the Profit Sharing Plan for whom an additional contribution by the
Company would have been made to the Profit Sharing Plan but for the monetary limits imposed by
Sections 415 or Section 401(a)(17) of the Code.



 









 





     Employee. “Employee” means any executive employee of the Company employed on a
regular, full-time basis who is a member of a select group of management or highly compensated
employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.



     Employment Termination Date. “Employment Termination Date” means the date on which
the active employment of the Employee by the Company is terminated.



     Entry Date. “Entry Date” means each April 1 of each Plan Year.



     ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     Key Employee. “Key Employee” means an employee who, at any time during the 12-month
period ending on the identification date (defined below), is (i) an officer of the Company or a
member of its controlled group (as determined for purposes of section 416(i) of the Code) who has
annual compensation greater than $135,000 (or such other amount as may be in effect under Section
416(i)(1) of the Code), (ii) a 5% owner of the Company or (iii) a 1% owner of the Company who has
annual compensation greater than $150,000. The identification date shall be each December 31, and
the determination of Key Employees as of such identification date shall apply for the 12-month
period following April 1 after the identification date. The determination of Key Employees,
including the number and identity of persons considered officers, shall be made by the Committee in
accordance with the provisions of Sections 416(i) and 409A of the Code and the regulations issued
thereunder



     Maritrans. “Maritrans” means Maritrans Inc.



     Participant. “Participant” means any Eligible Employee who becomes a Participant as
set forth in Article II. In the event of the death or incompetency of a Participant, the term
shall mean the Participant’s personal representative or guardian.



     Plan. “Plan” means the Excess Benefit Plan.



     Plan Year. “Plan Year” means each calendar year during which the Plan is in effect.



     Postponement Period. “Postponement Period” means, for a Key Employee, the period of
six months after separation from service (or such other period as may be required by Section 409A),
during which Plan benefits may not be paid to the Key Employee by reason of the provisions of
Section 409A of the Code.



     Pre-2005 Account. “Pre-2005 Account” means the portion of the Participant’s Account
that is attributable to amounts that were accrued and vested prior to January 1, 2005.



     Profit Sharing Plan. “Profit Sharing Plan” means the Profit Sharing and Savings Plan
of Maritrans Inc.



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     Profit Sharing Plan Supplemental Benefit. “Profit Sharing Plan Supplemental Benefit”
means the Benefit determined under Article IV of the Plan.



     Qualified Domestic Relations Order. “Qualified Domestic Relations Order” means a
Qualified Domestic Relations Order as defined under the Retirement Plan.



     Retirement Plan. “Retirement Plan” means the Retirement Plan of Maritrans Inc.



     Retirement Plan Supplemental Benefit. “Retirement Plan Supplemental Benefit” means the
Benefit determined under Article III of the Plan.



ARTICLE II

ELIGIBILITY AND PARTICIPATION




     2.1 Prior Participants. Each Participant in the Plan prior to December 31, 2005 will
continue to participate in the Plan as of such date provided that the Participant has an accrued
benefit under the Plan as of that date.



     2.2 New Participants. Each other Employee who becomes an Eligible Employee will
participate in the Plan as of the Entry Date following the attainment of his status as an Eligible
Employee. Within 30 days of the date an Eligible Employee first becomes a Participant, such
Participant shall irrevocably elect a schedule for payment of the Benefit in his Account as
described in Section 6.2(A).



ARTICLE III

RETIREMENT PLAN SUPPLEMENTAL BENEFIT




     3.1 Determination of Benefit. The benefit payable to any vested Participant hereunder
shall be a monthly amount equal to the difference between (i) the monthly amount that would be
payable to such Participant under the Retirement Plan if the limits contained therein to conform
with the requirements of Sections 415 and 401(a)(17) of the Code had been ignored, and (ii) the
monthly amount actually payable to such Participant under the Retirement Plan.



     3.2 Vesting. For the purposes of this Article III, except in the case of death or a
termination without “cause” within 12 months following a Change of Control, a Participant whose
employment is terminated before he has earned a vested benefit under the Retirement Plan shall not
be entitled to any benefits under this Plan. A Participant who has earned the right to a vested
benefit under the Retirement Plan, or who dies or terminates employment without “cause” (as defined
in accordance with the Company’s personnel policies), shall be entitled to receive his Benefit as
determined under Section 3.1.



     3.3 Actuarial Equivalent. The Committee shall approve, and may from time to time
change, the tables, methods and assumptions pursuant to which an actuarially equivalent benefit



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is
calculated under the Plan. If a Change of Control occurs, the methodology used to calculate
actuarial equivalence under the Plan immediately before the Change in Control shall be used to
calculate actuarial equivalence for purposes of all benefits payable under the Plan on and after
the Change of Control.




ARTICLE IV

PROFIT SHARING PLAN SUPPLEMENTAL BENEFIT




     4.1 Credits to Account. The Company shall create and maintain on its books an
unfunded Account for each Participant to which it shall credit annually the amount of any Company
contribution which is not contributed to the Profit Sharing Plan by operation of Sections 415 or
401(a)(17) of the Code, but which hypothetically would have been contributed on behalf of the
Participant if no such limits existed. Such hypothetical amount, if any, shall be credited to the
Account at such time as Company contributions are otherwise made to the Profit Sharing Plan.



     4.2. Interest Credits. As of the first day of each calendar quarter, the Company
shall also credit to the Account a hypothetical sum which is equal to the product of (i) the
average balance in the Account for the previous quarter (without regard to any debits made at the
end of such quarter), multiplied by (ii) the rate of interest then being earned by the stable
income fund in the Profit Sharing Plan. Such credits shall be made regardless of whether any other
credits are then made to the Account or whether the Participant is then in the employ of the
Company (until distribution is made).



     4.3 Vested Benefit. Upon a Participant’s termination of employment, the Participant’s
Account shall be debited by (i) the amount of any Company contributions that would have been
forfeited by the Participant pursuant to the terms of the Profit Sharing Plan had such an amount
been contributed to such Plan and (ii) the amount of interest credited to the Account with respect
to such debited amounts. The amount of a Participant’s benefit under this Article IV shall be
equal to the remaining (vested) balance of the Participant’s Account. Notwithstanding the
foregoing, each Participant who is actively employed shall become fully vested upon death or a
Change of Control.



ARTICLE V

DEATH BENEFITS




     5.1 Retirement Plan Death Benefit. In the event that the death benefit payable to the
surviving spouse or contingent annuitant designated in a retired Participant’s benefit election
under the Retirement Plan (but not the insured death benefit under Section 7.1 of the Retirement
Plan), or the pre-retirement death benefit payable under Section 5.4 of the Retirement Plan is
reduced on account of a reduction in the benefit being paid or otherwise payable to the Participant
upon retirement because of the monetary limits imposed by Sections 415 or 401(a)(17) of the Code,
such beneficiary shall be entitled to a benefit under the Plan equal to the



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excess of (i) the
amount that would have been payable to the beneficiary or contingent annuitant under the Retirement
Plan if the limits contained therein to conform with the requirements of Sections 415 or 401(a)(17)
of the Code had been ignored, over (ii) the amount actually payable to such beneficiary or
contingent annuitant under the Retirement Plan.




     5.2 Profit Sharing Plan Death Benefit. Notwithstanding a Participant’s election, if
there is a balance in a Participant’s Account on the date of a Participant’s death while actively
employed, then the entire balance in the Participant’s Account as of the end of the calendar
quarter following such date shall be paid at the end of such quarter to the Participant’s
beneficiary under the Profit Sharing Plan. If there is a balance in a Participant’s Account on the
date of a Participant’s death after payment of benefits has commenced, benefits will continue to be
paid to the beneficiary according to the schedule elected by the Participant.



ARTICLE VI

DISTRIBUTION OF SUPPLEMENTAL BENEFITS




     6.1 Retirement Plan Supplement



          A. Vested Grandfathered Benefits as of December 31, 2004. For those Participants who
terminated employment prior to January 1, 2005, Retirement Plan Supplemental Benefits will be paid
in accordance with the provisions of the Plan as in effect as of October 3, 2004.




          B. Retirement Plan Supplemental Benefits Payable After December 31, 2004. Subject to
Sections 6.3 and 6.4, the monthly Retirement Plan Supplemental Benefit due to a Participant under
the Plan shall normally be paid in the form of a life and 10 year certain and continuous annuity
and shall continue to be paid as long as a monthly amount is payable to the Participant or, in the
event of the death of the Participant before payments have been made for 10 years, the
Participant’s beneficiary. At least 30 days prior to commencement of benefits herein, the
Participant may elect to have an actuarially equivalent benefit paid in any form available under
the Retirement Plan on such form as prescribed by the Committee. Notwithstanding the foregoing,
the forms of benefit available under the Plan are intended to comply with the final regulations
under section 409A and are subject to change.




          C. Subsequent Deferral of Payment. Notwithstanding the foregoing, a Participant may
defer commencement of benefits under the Plan for 5 years by making an election to that effect no
later than 12 months prior to his Early Retirement Date, that is, 12 months prior to the date on
which he would both attain age 55 and complete 15 years of Credited Service.




     6.2 Profit Sharing Plan Supplement



          A. Form of Benefit. Subject to Section 6.2 D., within 30 days of the date an Eligible
Employee first becomes a Participant, an Eligible Employee shall irrevocably elect one




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of the
following schedules or the payment of his vested Profit Sharing Plan Supplemental Benefits accrued
under the Article IV, if any:




               (1) Payment in a lump sum at the end of the quarter following the Participant’s termination of
employment; or



               (2) Payment in five annual installments commencing at the end of the quarter following the
Participant’s termination of employment, with the first installment equal to one-fifth of the
amount of the balance in the Participant’s Account attributable to the benefits earned during such
year (hypothetical contributions credited with respect to that year plus interest thereon), the
second installment equal to one-fourth of such balance in the Account, the third installment equal
to one-third of the balance in such Account the fourth installment equal to one-half of the balance
in such Account and the fifth installment equal to the entire balance remaining in the Account. In
determining the balance remaining in a Participant’s Account for the purposes hereof, hypothetical
interest shall continue to be credited in accordance with the provisions of Section 4.2 until the
Account has been distributed.


Such election shall continue to apply in each succeeding calendar year.




          B. Pre-2005 Account. The Pre-2005 Account shall be paid according to the terms of the
Plan as in effect as of October 3, 2004.




          C. Transition Elections Made by December 31, 2006. Notwithstanding the forgoing, in
accordance with procedures established by the Committee and no later than December 31, 2006,
Participants may make a one time election regarding the timing and form of Profit Sharing
Supplemental Benefits that would otherwise be payable at any time on or after January 1, 2007.




          D. Subsequent Deferral of Payment. Notwithstanding the foregoing, a Participant may
defer the payment of his Profit Sharing Supplemental Benefit for 5 years by making an election to
that effect no later than 12 months prior to his Employment Termination Date. Such election shall
not take effect for 12 months.




          E. Payment of Benefits. Upon termination of a Participant’s employment with the
Company, the Participant’s Account shall be debited and such Participant (or, in the event of
death, the Participant’s beneficiary under the Profit Sharing Plan) shall receive from the
Company’s general assets the benefit due hereunder at the time determined pursuant to Section 6.2.



In the event that no timely election is made for a given year, payment of contributions credited
for such year and interest thereon shall be made in accordance with Section 6.2A.(2).




     6.3 Payments to Key Employees. Notwithstanding anything to the contrary, effective
January 1, 2005, if required by section 409A of the Code, no benefits shall be paid to a
Participant who is a Key Employee during the Postponement Period. If a Participant is a Key



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Employee and payment of benefits under the Plan is required to be delayed for the Postponement
Period, the accumulated amounts withheld on account of section 409A of the Code shall be paid in a
lump sum payment within 30 business days after the end of the Postponement Period. If the
Participant dies during the Postponement Period prior to the payment of benefits, the amounts
withheld on account of section 409A of the Code shall be paid to the beneficiary within 60 business
days after the Participant’s death. If payment of the Participant’s Benefit is postponed, the
Benefit shall be calculated as of the date that is five business days prior to the distribution
date.




     6.4 Change of Control. Subject to Section 6.3, in the event of a Change of Control, a
Participant shall receive payment of the Participant’s Benefit in one lump sum as soon as
administratively practicable following such Change of Control.



     6.5 Automatic Lump Sum Payment. Notwithstanding any provision of the Plan to the
contrary: (a) if the vested balance of the Participant’s Account does not exceed $10,000 as of the
Participant’s Employment Termination Date, such Participant’s Profit Sharing Supplemental Benefit
shall be paid in a lump sum; and (b) if the actuarial equivalent of the vested value of the
Participant’s Retirement Plan Supplemental Benefit does not exceed $5,000, such Benefit shall be
paid in a lump sum. Subject to Section 6.3, payments made pursuant to this Section 6.5 shall be
paid as soon as practicable following the Participant’s Employment Termination Date and no later
than the 15th day of the third month following the Employment Termination Date.



ARTICLE VII

ADMINISTRATION OF THE PLAN AND DISCRETION




     7.1 The Committee shall have full power and authority to interpret the Plan, to prescribe,
amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the
proper administration of the Plan and to make any other determinations, including factual
determinations, and to take any other such actions as it deems necessary or advisable in carrying
out its duties under the Plan. All action taken by the Committee arising out of, or in connection
with, the administration of the Plan or any rules adopted thereunder, shall, in each case, lie
within its sole discretion, and shall be final, conclusive and binding upon the Company, the Board,
all Employees, all Beneficiaries and all other persons and entities having an interest therein.



     7.2 The Committee shall serve without compensation for services unless otherwise determined by
the Board. The Company shall pay all expenses of administering the Plan except as otherwise
determined by the Committee.



     7.3 The Company shall indemnify and hold harmless the Committee from any and all claims,
losses, damages, expenses (including counsel fees) and liability (including any amounts paid in
settlement of any claim or any other matter with the consent of the Board) arising from any act or
omission of such member, except when the same is due to gross negligence or willful



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misconduct.




     7.4 Any decisions, actions or interpretations to be made under the Plan by the Company, the
Board, the Compensation Committee acting on behalf of the Company, or the Committee acting on
behalf of the Company, shall be made in its respective sole discretion, not as a fiduciary and need
not be uniformly applied to similarly situated individuals and shall be final, binding and
conclusive on all persons interested in the Plan.



     7.5 Each Participant, by participating in the Plan, agrees to be bound by the terms and
conditions of the Plan and acknowledges the authority and discretion of the Committee.



ARTICLE VIII

FUNDING




     8.1 Any amount to be paid under the terms of this Plan shall be paid from the general assets
of the Company and shall constitute a general liability thereof. Nothing contained herein shall
require the Company to establish a trust or to otherwise provide a separate fund for the payment of
amounts due hereunder.



ARTICLE IX

MISCELLANEOUS




     9.1 Amendment and Termination. The Company hopes and expects to continue the Plan
indefinitely. Nevertheless, the Company reserves the right to unilaterally suspend, terminate or
completely discontinue the Plan, by written resolution of the Board at any time. In addition, the
Company, acting by written resolution, may unilaterally amend or modify the Plan at any time and
has delegated such authority to the Compensation Committee of the Board. Notwithstanding the
foregoing, no such action shall adversely affect the rights of former Participants who have retired
or terminated employment nor adversely affect or decrease the amount of the accrued benefit of any
Participant unless such amendment is required to comply with applicable law. Following termination
of the Plan, Participants shall be entitled to a distribution of their accrued vested benefit
payable under Article III or Article IV hereof, as applicable, calculated as if the Participant had
retired under the Retirement Plan or the Profit Sharing Plan on the date of such action. The
Company shall distribute to each Participant, in a lump sum payment, the balance of the
Participant’s Account as soon as administratively practicable after the date the termination
occurs; provided, further, that, with respect to the portion of the Participant’s Account
attributable to the amounts accrued and vested after December 31, 2004, no such distribution may
occur unless such termination is on account of a reason described in Prop. Treas. Reg.
§1.409A-3(h)(2)(viii) (or any successor regulation thereto) and the requirements of such
regulations, as applicable, are met.



     9.2 Claims Procedure.



          (a) Claim. A person who believes that he is being denied a benefit to which he is
entitled under the Plan (hereinafter referred to as a “Claimant”) may file a written request




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for
such benefit with the Committee, setting forth the claim.




          (b) Claim Decision. Upon receipt of a claim, the Committee shall advise the Claimant
that a reply will be forthcoming within ninety days and shall, in fact, deliver such reply within
such period. The Committee may, however, extend the reply period for an additional ninety days for
reasonable cause.




     If the claim is denied in whole or in part, the Claimant shall be provided a written or
electronic opinion, using language calculated to be understood by the Claimant, setting forth:




     (i) The specific reason or reasons for such denial;




     (ii) The specific reference to pertinent provisions of this Plan on which such
denial is based;




     (iii) A description of any additional material or information necessary for the
Claimant to perfect his claim and an explanation why such material or such
information is necessary; and




     (iv) an explanation of the claim review procedure set forth in this Section,
including a statement that the claimant is eligible to bring a civil action in
federal court under Section 502 of ERISA to appeal any adverse decision on review.



          (c) Request for Review. Within sixty days after the receipt by the Claimant of the
written opinion described above, the Claimant (or his representative) may request in writing that
the Compensation Committee review the determination of the Committee. The Claimant or his duly
authorized representative may, but need not, review the pertinent documents and submit issues and
comment in writing for consideration by the Compensation Committee. In connection with such
review, the Claimant or his duly authorized representative may submit written comments, documents,
records, and other information relating to the claim for benefits (regardless of whether such
information was considered as part of the initial claim for benefits) to the Compensation Committee
for review and consideration. The Claimant or his duly authorized representative shall also be
entitled to receive, upon request and free of charge, access to and copies of, all documents,
records and other information that is relevant to the appeal. If the Claimant does not request a
review of the initial determination within such sixty-day period, the Claimant shall be barred and
estopped from challenging the determination.




          (d) Review of Decision. Within sixty days after the Compensation Committee’s receipt
of a request for review, it will review the initial determination. After considering all materials
presented by the Claimant, the Compensation Committee will render a written or electronic opinion,
written in a manner calculated to be understood by the Claimant, setting forth (1) the specific
reasons for the decision, (2) specific references to the pertinent provisions of this Plan on which
the decision is based, (3) a statement that the Claimant is entitled to receive, upon request and
free of charge, access to and copies of, all documents,

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records and other information that is
relevant to the claim for benefits and (4) a statement that the Claimant is eligible to bring a
civil action in federal court under Section 502 of ERISA to pursue the claim for benefits. If
special circumstances require that the sixty day time period be extended, the Compensation
Committee will so notify the Claimant and will render the decision as soon as possible, but no
later than one hundred twenty days after receipt of the request for review.




     9.3 Limitation of Participant’s Right. Nothing in this Plan shall be construed
as conferring upon any Participant any right to continue in the employment of the Company, nor
shall it interfere with the rights of the Company to terminate the employment of any Participant
and/or to take any personnel action affecting any Participant without regard to the effect which
such action may have upon such Participant as a recipient or prospective recipient of benefits
under the Plan. Any amounts payable hereunder shall not be deemed salary or other compensation to
a Participant for the purposes of computing benefits to which the Participant may be entitled under
any other arrangement established by the Company for the benefit of its employees.



     9.4 No Limitation on Company Actions. Nothing contained in the Plan shall be
construed to prevent the Company from taking any action that is deemed by it to be appropriate or
in its best interest. No Participant, beneficiary, or other person shall have any claim against
the Company as a result of such action.



     9.5 Nonalienation of Benefits. Except as expressly provided herein, no Participant or
beneficiary shall have the power or right to transfer (otherwise than by will or the laws of
descent and distribution), alienate, or otherwise encumber the Participant’s interest under the
Plan. The Company’s obligations under this Plan are not assignable or transferable except to (a)
any entity or partnership which acquires all or substantially all of the Company’s assets or (b)
any corporation or partnership into which the Company may be merged or consolidated. The
provisions of the Plan shall inure to the benefit of each Participant and the Participant’s
Beneficiaries, heirs, executors, Committees or successors in interest.



     9.6 Qualified Domestic Relations Orders. Notwithstanding the foregoing, the Committee
shall direct the Trustee to comply with a Qualified Domestic Relations Order. Upon receipt of any
judgment, decree or order (including approval of a property settlement agreement relating to the
provision of payment by the Plan to an Alternate Payee pursuant to a state domestic relations law),
the Committee shall promptly notify the affected Participant and any Alternate Payee of the receipt
of such judgment, decree or order and shall notify the affected Participant and any Alternate Payee
of the Committee’s procedure for determining whether or not the judgment, decree or order is a
Qualified Domestic Relations Order. Payments under this Section 9.6 shall not be subject to
Section 6.3. The Committee shall establish a procedure to determine the status of a judgment,
decree or order as a Qualified Domestic Relations Order and to administer Plan distributions in
accordance with Qualified Domestic Relations Orders. Such procedure shall be in writing, shall
include a provision specifying the notification requirements enumerated above, shall permit an
Alternate Payee to designate a representative for receipt of communications from the Committee and
shall include such other provisions as the Committee



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shall determine, including provisions required
under applicable regulations.




     9.7 Unfunded Status of Plan. Any amount to be paid under the terms of this Plan shall
be paid from the general assets of the Company and shall constitute a general liability thereof,
except to the extent a contribution has been made therefor to the Trust or the Trust Fund. Nothing
contained herein shall require the Company to establish a trust as to otherwise provide a separate
fund for the payment of amounts due hereunder prior to the time any such amount becomes due and
payable.



     9.8 Information Requirements. In order to be eligible to receive payments under this
Program, the Participant or the Participant’s spouse, contingent annuitant or beneficiary shall
provide written proof of the date of birth and marriage, if applicable, of the Participant or the
surviving spouse or beneficiary, as applicable to the Company. Each individual entitled to a
benefit hereunder shall be responsible for furnishing the Company with the current and proper
address for the mailing of notices, reports and benefit payments. Any notice required or permitted
to be given shall be deemed given if directed to the person to whom addressed at such address and
mailed by regular United States mail, first-class and prepaid. [If any check mailed to such
address is returned as undeliverable to the addressee, mailing of checks will be suspended until
the individual entitled to the payment furnishes the proper address.]



     9.9 Withholding Taxes. If the Company is required to withhold amounts under
applicable Federal, state or local tax laws, rules or regulations, the Company shall be entitled to
deduct and withhold such amounts from any cash payment, whether made pursuant to this Plan or
otherwise, to be made by the Company to the person with respect to whom such withholding arises.



     9.10 Binding Upon Successors. The rights and obligations created hereunder shall be
binding on a Participant’s heirs, executors and administrators and on the successors and assigns of
the Company.



     9.11 Reliance on Data. The Company and all other persons associated with the Plan’s
operation shall have the right to rely on the veracity and accuracy of any required written data
provided by the Participant or any other individual including representation of age, health and
marital status.



     9.12 Not Compensation Under Other Plans. Any benefit payable under the Plan shall not
be deemed salary or other compensation for the purpose of computing benefits under any employee
benefit plans or other arrangement of the Company for the benefit of its employees.



     9.13 Severability. If any provision of this Plan is held unenforceable, the remainder
of the Plan shall continue in full force and effect without regard to such unenforceable provision
and shall be applied as though the unenforceable provision were not contained in the Plan.



     9.14 Governing Law. The Plan shall be construed in accordance with and governed by
the laws of the state of Florida, without reference to the principles of conflict of laws.



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     9.15 Headings. Headings are inserted in this Plan for convenience of reference only
and are to be ignored in the construction of the provisions of the Plan.



     9.16 Gender, Singular and Plural. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may
require. As the context may require, the singular may read as the plural and the plural as the
singular.



     9.17 Notice. Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or
certified mail, to the Committee, or to such other entity as the Committee may designate from time
to time. Such notice shall be deemed given as to the date of delivery, or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.




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