EXPENSES, NON-MONETARY AWARDS, DIRECTOR FEES AND OTHER FEES,
AIRPLANE BENEFITS AND AUTOMOBILE AND OTHER ALLOWANCES (WHETHER OR NOT SUCH
ALLOWANCES ARE INCLUDED IN THE PARTICIPANT'S GROSS INCOME).
ANNUAL BASE SALARY
AND BONUS AMOUNTS SHALL BE CALCULATED BEFORE REDUCTION FOR COMPENSATION DEFERRED
PURSUANT TO ALL QUALIFIED, NON-QUALIFIED AND CODE SECTION 125 PLANS OF THE
EMPLOYER; PROVIDED, HOWEVER, THAT ALL SUCH AMOUNTS WILL BE INCLUDED IN
COMPENSATION ONLY TO THE EXTENT THAT HAD THERE BEEN NO SUCH PLAN, THE AMOUNT
WOULD HAVE BEEN PAYABLE IN CASH TO THE PARTICIPANT.
1.14
"Death Benefit" shall mean the benefits due, if any, to a
Participant's Beneficiary pursuant to Article 3 upon the Participant's death.
1.15
"DETERMINATION DATE" SHALL MEAN, FOR PURPOSES OF CALCULATING THE
SERP BENEFIT, THE FIRST TO OCCUR OF A PARTICIPANT'S RETIREMENT, TERMINATION OF
EMPLOYMENT, DEATH, DISABILITY, OR SEPARATION FROM SERVICE FROM ALL EMPLOYERS FOR
ANY REASON WITHIN THE TWELVE-MONTH PERIOD IMMEDIATELY FOLLOWING A CHANGE IN
CONTROL, AS APPLICABLE.
1.16
"DISABILITY" OR "DISABLED" SHALL MEAN THAT A PARTICIPANT IS
(A) UNABLE TO ENGAGE IN ANY SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF ANY
MEDICALLY DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT WHICH CAN BE EXPECTED TO
RESULT IN DEATH OR CAN BE EXPECTED TO LAST FOR A CONTINUOUS PERIOD OF NOT LESS
THAN TWELVE (12) MONTHS, OR (B) BY REASON OF ANY MEDICALLY DETERMINABLE PHYSICAL
OR MENTAL IMPAIRMENT WHICH CAN BE EXPECTED TO RESULT IN DEATH OR CAN BE EXPECTED
TO LAST FOR A CONTINUOUS PERIOD OF NOT LESS THAN TWELVE (12) MONTHS, RECEIVING
INCOME REPLACEMENT BENEFITS FOR A PERIOD OF NOT LESS THAN THREE (3) MONTHS UNDER
AN ACCIDENT OR HEALTH PLAN COVERING EMPLOYEES OF THE PARTICIPANT'S EMPLOYER.
1.17
"DISABILITY BENEFIT" SHALL MEAN THE BENEFIT SET FORTH IN
SECTION 3.3.
1.18
"ELECTION FORM" SHALL MEAN THE FORM ESTABLISHED FROM TIME TO TIME
BY THE COMMITTEE THAT A PARTICIPANT COMPLETES, SIGNS AND RETURNS TO THE
COMMITTEE TO MAKE AN ELECTION UNDER THE PLAN.
1.19
"EMPLOYEE" SHALL MEAN A PERSON WHO IS AN EMPLOYEE OF ANY EMPLOYER.
1.20
"EMPLOYER(S)" SHALL MEAN THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES
(NOW IN EXISTENCE OR HEREAFTER FORMED OR ACQUIRED) THAT HAVE BEEN SELECTED BY
THE BOARD TO PARTICIPATE IN THE PLAN AND HAVE ADOPTED THE PLAN AS A SPONSOR.
3
1.21
"ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS IT MAY BE AMENDED FROM TIME TO TIME.
1.22
"ESTIMATED SOCIAL SECURITY BENEFIT" SHALL MEAN THE MAXIMUM MONTHLY
BENEFIT AVAILABLE AS OF THE PARTICIPANT'S SOCIAL SECURITY "NORMAL RETIREMENT
AGE" UNDER THE FEDERAL SOCIAL SECURITY ACT, BASED ON ALL ASSUMPTIONS SELECTED BY
THE COMMITTEE, IN ITS SOLE DISCRETION.
IN THE EVENT THE PARTICIPANT'S
DETERMINATION DATE IS A DATE OTHER THAN HIS OR HER SOCIAL SECURITY "NORMAL
RETIREMENT AGE", THE COMMITTEE SHALL ADJUST THE ABOVE-DESCRIBED CALCULATION IN
THE MANNER IT DEEMS APPROPRIATE, IN ITS SOLE DISCRETION, WHETHER OR NOT A
MONTHLY BENEFIT IS PAYABLE TO THE PARTICIPANT BY THE SOCIAL SECURITY
ADMINISTRATION ON SUCH DETERMINATION DATE.
THE COMMITTEE SHALL, IN ALL EVENTS,
APPLY ALL ASSUMPTIONS MADE PURSUANT TO