AlliedSignal Inc. Supplemental Pension Plan Amended and Restated as of January 1, 1994 - 2 - Article I - Purpose Effective November 20, 1975, Allied Corporation adopted the Allied Corporation Supplemental Retirement Plan for Executives and Key Employees. Such plan is amended and restated effective January 1, 1994 as the AlliedSignal Supplemental Pension Plan (the 'Plan'). The purpose of the Plan is to provide retired participants and their joint annuitants and beneficiaries under the Pension Plan with the amount of retirement income that is not provided under the Pension Plan because the participant deferred compensation under one or more nonqualified deferred compensation plans of AlliedSignal, including the Incentive Plan, the Supplemental Savings Plans and the Salary Deferral Plan or, by reason of the limits imposed by Section 415 and 401(a)(17) of the Code. The Plan is also intended to cover any contractual obligation Allied has to pay pension benefits which cannot be provided under the provisions of the Pension Plan. Except to the extent otherwise indicated, and to the extent otherwise inappropriate, the Pension Plan and the provisions thereof are hereby incorporated by reference. Article II - Definitions 1.1 AlliedSignal - means AlliedSignal Inc., a Delaware corporation and its subsidiaries. 1.2 Accrued Pension Benefit - means the amount of retirement income payable under the Pension Plan to or with respect to a participant at or after termination of employment, or such earlier date requiring payment under this Plan. 1.3 Board of Directors - means the Board of Directors of AlliedSignal. 1.4 Code - means the Internal Revenue Code of 1986, as amended from time to time. 1.5 Committee - means the Management Development and Compensation Committee of AlliedSignal. 1.6 Incentive Plan - means the Incentive Compensation Plan for Executive Employees of AlliedSignal Inc. and its Subsidiaries, and all predecessor and successor plans. 1.7 Pension Plan - means the AlliedSignal Inc. Retirement Program and/or such other pension plans covering salaried employees of AlliedSignal. 1.8 Plan - means the AlliedSignal Supplemental Pension Plan. - 3 - 1.9 Salary Deferral Plan - means the Salary Deferral Plan for Selected Employees of AlliedSignal Inc. and its Affiliates (Career Band 6 and above or employees who occupy positions equivalent thereto), as the same may be amended from time to time. 1.10 Supplemental Benefit - means the excess, if any, of (i) the retirement income payable to or with respect to a participant under the Pension Plan which would have been accrued by the participant (1) had the amount of deferred compensation awards under the Incentive Plan been compensation included for calculating benefits under the Pension Plan in the year the award would otherwise have been earned or payable as recognized by the Pension Plan, (2) had Participant Deferred Contributions, as that term is defined in the Supplemental Savings Plans, been compensation included for calculating benefits under the Pension Plan in the year the compensation would otherwise have been earned or payable as recognized by the Pension Plan, (3) had the portion of Base Annual Salary and Incentive Awards deferred by a participant under the terms of the Salary Deferral Plan, been compensation included for calculating benefits under the Pension Plan in the year the compensation would otherwise have been earned or payable as recognized by the Pension Plan, (4) had the limits of Code Section 415 and 401(a)(17) not been incorporated in the Pension Plan, and (5) had the participant met all the requirements for a benefit from the Pension Plan with respect to all other pension benefits which AlliedSignal has become contractually obligated to pay to the participant, over (ii) the participant's Accrued Pension Benefit. 1.11 Supplemental Savings Plans - means the Supplemental Non-Qualified Savings Plans for Highly Compensated Employees of AlliedSignal Inc. and its Subsidiaries, as the same may be amended from time to time. Article III - Participation Participation in the Plan shall be limited to: (a) those participants in the Pension Plan (and their joint annuitants and beneficiaries) who as a result of having deferred an award under the Incentive Plan or having deferred compensation under the Supplemental Savings Plans or the Salary Deferral Plan, receive or shall receive a lesser amount under the Pension Plan than would otherwise be paid or payable in the absence of such deferral; - 4 - (b) those participants in the Pension Plan (and their joint annuitants and beneficiaries) who as a result of the limitations contained in Code Sections 415 or 401(a)(17) receive or will receive a lesser amount under the Pension Plan than would otherwise be paid or payable in the absence of such limitations, and (c) any employee who has entered into a contractual agreement with AlliedSignal under which AlliedSignal shall, after the termination of employment of the employee, provide a benefit in the form of a life annuity for the employee (and the employee's joint annuitant or beneficiary) as provided under the terms of the contractual agreement. Article IV - Supplemental Benefit 4.01 Payment of Supplemental Benefit (a) Supplemental Benefits shall be payable directly to such participant, or such participant's joint annuitant or beneficiary, as applicable, from the general assets of AlliedSignal and AlliedSignal shall not be under any obligation to set aside any funds or other assets for the payment of the Supplemental Benefits under this Plan. AlliedSignal may, in its sole discretion, establish funds for payment of these Supplemental Benefits. However, any and all such funds shall remain assets of AlliedSignal and subject to the claims of creditors of such corporation. Such funds, if any, shall not be deemed to be assets of this Plan. (b) Any person entitled to a Supplemental Benefit shall be entitled to payment of such benefit only from the date on which such Supplemental Benefit becomes due and payable and only in such installments or other manner of payment as is provided under the relevant Pension Plan or agreement, provided, however, that if a Participant so elects, by giving written notice to the Plan Administrator, and if the Committee approves such election, payment of such Supplemental Benefit shall be in a lump sum equal to the present value of such Participant's Supplemental Benefit accrued to the date of such Participant's retirement under the relevant Pension Plan or agreement. For the purpose of determining the present value of a Participant's accrued Supplemental Benefit, the PBGC immediate annuity rate and the UP 1984 mortality table shall be used. Except as may be permitted pursuant to the proviso to the first sentence of this Paragraph (b), no person shall have a right to acceleration of any such payment. No person shall be entitled to anticipate such benefit by assignment, pledge or - 5 - transfer in any form or manner prior to actual or constructive receipt of payment. (c) In the event that a Supplemental Benefit becomes payable in accordance with this Article IV, Section 4.01, Paragraph (b) and in the event the relevant Pension Plan or agreement is terminated in accordance with its terms, then the Participant shall have a right to only the Supplemental Benefit accrued to the date of termination of the relevant Pension Plan or agreement. In such event, AlliedSignal shall remain liable for the payment of the Supplemental Benefit and payment shall be made at such times and in such manner as the Plan Administrator shall determine, unless the Participant shall have made the election referred to in Paragraph (b) of this Section 4.01, in which event payment shall be made pursuant to such election, if approved by the Committee as therein required. Such accrued Supplemental Benefit shall remain subject to Paragraphs (a) and (b) of this Section 4.01. (d) The rights and interest of any participant, joint annuitant or beneficiary to a Supplemental Benefit under this Plan are the same as any other unsecured creditor of Allied. In the event of any bankruptcy proceeding by or against Allied, a participant, joint annuitant or beneficiary shall be entitled to prove a claim for any unpaid portion of the benefit provided by the Plan. Article V - Administration 5.01 Plan Administrator - The Board of Directors shall name a Plan Administrator. Such Plan Administrator shall serve at the convenience of the Board of Directors and shall serve without compensation. The Plan Administrator shall keep such records as necessary for the proper administration of the Plan and shall report to the Board of Directors at such time or times as the Board of Directors shall designate. 5.02 Benefit Determination - The Plan Administrator shall determine the amount and timing of any benefit paid under the Plan. The Plan Administrator shall rely on the records of AlliedSignal in determining any participant's eligibility for and amount of benefit under the Plan. In the event that the Plan Administrator's reliance on the records of AlliedSignal causes a benefit to be over or under paid, the Plan Administrator shall adjust future payments to be increased or decreased as required. If such future payments are insufficient to recover any overpayment to a participant, the Plan Administrator shall withhold any payments then due a participant and take any action deemed appropriate to recover the balance of the overpayment. - 6 - 5.03 Benefit Appeals - The Plan Administrator shall establish an appeals procedure as defined by U.S. Department of Labor regulations. Such procedures will provide that the participant has sixty (60) days upon receipt of any benefits or denial of benefits to file an appeal with the Plan Administrator. The Plan Administrator must respond within sixty (60) days of receiving the appeal, in writing, specifically identifying those Plan provisions on which the benefit denial was based and indicating what information the participant must supply in order to perfect a claim for benefits. Article VI - Amendment and Termination 6.01 Plan Amendments - AlliedSignal reserves the right to amend the Plan from time to time. The Plan may be amended by the Committee, however, no amendment shall reduce any benefit being paid or then payable to a participant. Further, no amendment shall reduce the benefits provided by the Plan to participants or alter in any manner the rights of the participants to benefits provided under this Plan. 6.02 Plan Termination - AlliedSignal reserves the right to terminate the Plan. However, such termination shall not adversely affect the rights of participants.
Supplemental Pension Plan - AlliedSignal inc.
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