YEARS OF SERVICE.
2.17
THE TERM "POST-RETIREMENT DEATH BENEFIT" SHALL MEAN ANY AND ALL
RETIREMENT BENEFITS PAYABLE PURSUANT TO SECTION 4.5(C) HEREUNDER.
2.18
THE TERM "RETIREMENT" SHALL MEAN A MEMBER'S TERMINATION OF
EMPLOYMENT WITH THE COMPANY ON ANY DATE COINCIDING WITH OR FOLLOWING THE
MEMBER'S RETIREMENT AGE FOR ANY REASON OTHER THAN DEATH.
2.19
THE TERM "RETIREMENT AGE" SHALL MEAN A MEMBER'S ATTAINMENT OF THE
AGE OF FIFTY-FIVE (55) AND TEN (10) YEARS OF SERVICE.
2.20
THE TERM "RETIREMENT AGE DEATH BENEFIT" SHALL MEAN AN AMOUNT EQUAL
TO THE RETIREMENT BENEFIT WHICH WOULD HAVE BEEN PAYABLE TO THE MEMBER UNDER THE
TERMS
5
OF THIS PLAN UPON THE MEMBER'S RETIREMENT, IN THE SAME MANNER AND AT THE SAME
TIME IT WOULD HAVE BEEN PAID TO THE MEMBER BUT FOR HIS DEATH PRIOR TO HIS
RETIREMENT.
2.21
THE TERM "RETIREMENT BENEFIT" SHALL MEAN A BENEFIT PAYABLE TO A
MEMBER UPON HIS RETIREMENT CONSISTING OF A SINGLE ANNUAL PAYMENT FOR FIFTEEN
(15) CONSECUTIVE YEARS IN AN ANNUAL AMOUNT EQUAL TO THREE PERCENT (3%) OF THE
PRODUCT OF (I) A MEMBER'S FINAL AVERAGE COMPENSATION AND (II) THAT MEMBER'S
YEARS OF SERVICE UP TO A MAXIMUM OF 15 YEARS, LESS ANY AMOUNTS DEDUCTED BY THE
COMMITTEE PURSUANT TO SECTION 4.3 HEREOF.
2.22
THE TERM "RETIREMENT DATE" SHALL MEAN THE FIRST DAY OF THE MONTH
COINCIDING WITH OR IMMEDIATELY FOLLOWING A MEMBER'S RETIREMENT.
2.23
THE TERM "SERVICE" SHALL MEAN THE PERIOD OF FULL TIME EMPLOYMENT OF
A MEMBER WITH THE COMPANY, INCLUDING ALL SUCH PERIODS OF EMPLOYMENT BOTH BEFORE
AND AFTER THE ADOPTION OF THIS PLAN AND BEFORE AND AFTER THE EMPLOYEE BECOMES A
MEMBER, BUT EXCLUDING ANY PERIOD AFTER AN INDIVIDUAL IS REMOVED FROM MEMBERSHIP
UNDER SECTION 3.1.
2.24
THE TERM "TERMINATION DATE" SHALL MEAN THE FIRST DAY OF THE MONTH
NEXT FOLLOWING THE MEMBER'S TERMINATION OF EMPLOYMENT.
2.25
THE TERM "TERMINATION OF EMPLOYMENT" SHALL MEAN THE TERMINATION OF
A MEMBER'S SERVICE WHETHER BY VOLUNTARY OR INVOLUNTARY SEPARATION, TRANSFER TO
LESS THAN FULL-TIME EMPLOYMENT, RETIREMENT, TOTAL AND PERMANENT DISABILITY, OR
DEATH.
2.26
THE TERM "THREATENED CHANGE OF CONTROL" SHALL MEAN:
(A)
THE ISSUANCE OF A PROXY STATEMENT BY THE COMPANY WITH RESPECT TO
AN ELECTION OF DIRECTORS FOR WHICH THERE IS PROPOSED ONE OR MORE DIRECTORS WHO
ARE NOT RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY OR ITS NOMINATING
COMMITTEE, WHERE THE ELECTION OF SUCH PROPOSED DIRECTOR OR DIRECTORS WOULD
RESULT IN A CHANGE OF CONTROL AS DEFINED IN SECTION 2.4(D); OR
(B)
THE ANNOUNCEMENT BY ANY PERSON OF AN INTENTION TO TAKE ACTIONS
WHICH MIGHT REASONABLY RESULT IN A CHANGE OF CONTROL AS DEFINED IN SECTION 2.4.
2.27
THE TERM "TOTAL AND PERMANENT DISABILITY" SHALL MEAN DISABILITY
THAT ENTITLES A MEMBER TO DISABILITY BENEFITS UNDER THE COMPANY'S LONG TERM
DISABILITY PLAN IN EFFECT AT THE TIME THE MEMBER BECOMES DISABLED.
IF THE
COMPANY DOES NOT MAINTAIN A LONG-TERM DISABILITY PLAN, THEN TOTAL AND PERMANENT
DISABILITY SHALL MEAN INABILITY OF THE MEMBER TO PERFORM THE USUAL AND CUSTOMARY
DUTIES OF HIS