<\/p>\n 8.6 Claims for Benefits……………………………………..17
\n 8.7 Arbitration…………………………………………….18
\n 8.8 Receipt and Release of Necessary Information……………….18
\n 8.9 Overpayment and Underpayment of Benefits…………………..19<\/p>\n
ARTICLE IX – OTHER BENEFIT PLANS OF THE COMPANY………………………..19
\n 9.1 Other Plans…………………………………………….19<\/p>\n
ARTICLE X – AMENDMENT AND TERMINATION OF THE PLAN………………………19
\n 10.1 Amendment………………………………………………19
\n 10.2 Termination…………………………………………….19
\n 10.3 Continuation……………………………………………19<\/p>\n
ARTICLE XI – MISCELLANEOUS…………………………………………..20
\n 11.1 No Reduction of Employer Rights…………………………..20
\n 11.2 Provisions Binding………………………………………20<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
Page 2<\/p>\n
TENET EXECUTIVE
\n DEFERRED COMPENSATION AND
\n SUPPLEMENTAL SAVINGS PLAN<\/p>\n
As Amended and Restated
\n Effective April 13, 2000<\/p>\n
ARTICLE I<\/p>\n
PREAMBLE AND PURPOSE<\/p>\n
I.1 PREAMBLE. Effective December 5, 1995, Tenet Healthcare
\nCorporation (the “Company”) adopted the Tenet Executive Deferred Compensation
\nand Supplemental Savings Plan (the “Plan”) in order to attract and retain a
\nselect group of management or highly compensated employees and members of the
\nBoard of Directors of the Company. In addition to this Plan, the Company
\nsponsors certain broad-based employee benefit plans covering its employees.<\/p>\n
Effective December 31, 1995, the Company terminated two prior
\nnonqualified deferred compensation plans, the National Medical Enterprises
\nDeferred Compensation Plan (the “NME Plan”) and the AMI Executive Deferred
\nCompensation Plan (the “AMI Plan”). The individual participant bookkeeping
\naccounts under the NME Plan were merged into and transferred to this Plan and
\ngoverned by the terms of this Plan document; provided, however, that this
\nPlan will honor any “Term Elections” made under the NME Plan prior to
\nDecember 31, 1995. Benefits under the AMI Plan will continue to be maintained
\nand distributed pursuant to the terms of that plan. In addition, the Company
\namended and restated the trust agreement for the NME Deferred Compensation
\nPlan Trust, now known as the Tenet Executive Deferred Compensation Plan
\nTrust, so that such trust serve as a source of funds for the payment of
\nbenefits under both this Plan as well as the NME Plan. The grantor trust
\npreviously established with respect to the AMI Plan will continue to serve as
\na source of funds for the AMI Plan. As discussed more fully below, despite
\nthe existence of such trusts, benefits from the Plan, the NME Plan and the
\nAMI Plan are, and will continue to be, “unfunded” for purposes of the
\nEmployee Retirement Income Security Act of 1974, as amended (the “Act”), and
\nparticipants in such plans shall be general unsecured creditors of the
\nCompany with respect to the payment of such benefits.<\/p>\n
I.2 PURPOSE. Through this Plan, the Company intends to permit the
\ndeferral of compensation and to provide additional benefits to a select group
\nof management or highly compensated employees of the Company. Accordingly, it
\nis intended that this Plan shall not constitute a “qualified plan” subject to
\nthe limitations of section 401(a) of the Internal Revenue Code of 1986, as
\namended (the “Code”), nor shall it constitute a “funded plan”, for purposes
\nof such requirements. It is also intended that this Plan shall be exempt from
\nthe participation and vesting requirements of Part 2 of Title 1 of the Act, the
\nfunding requirements of Part 3 of Title 1 of the Act, and the fiduciary
\nrequirements of part 4 of Title 1 of the Act by reason of the exclusions
\nafforded plans which are unfunded and maintained by an employer primarily for
\nthe purpose of providing deferred compensation for a select group of
\nmanagement or highly compensated employees.<\/p>\n
Page 1<\/p>\n
ARTICLE<\/p>\n
DEFINITIONS AND CONSTRUCTION<\/p>\n
II.1 DEFINITIONS. When a word or phrase shall appear in this Plan
\nwith the initial letter capitalized, and the word or phrase does not commence
\na sentence, the word or phrase shall generally be a term defined in this
\nSection 2.1. The following words and phrases with the initial letter
\ncapitalized shall have the meaning set forth in this Section 2.1., unless a
\ndifferent meaning is required by the context in which the word or phrase is
\nused.<\/p>\n
(a) “ACCOUNT” means the individual bookkeeping account
\nestablished for each Participant in the Plan, as described in Section 4.3.<\/p>\n
(b) “ACT” means the Employee Retirement Income Security Act of
\n1974, as amended from time to time.<\/p>\n
(c) “AFFILIATE” means a corporation that is a member of a
\ncontrolled group of corporations (as defined in section 414(b) of the Code)
\nwhich includes the Company, any trade or business (whether or not
\nincorporated) which are in common control (as defined in section 414(c) of
\nthe Code) with the Company, or any entity that is a member of the same
\naffiliated service group (as defined in section 414(m) of the Code) as the
\nCompany.<\/p>\n
(d) “ANNUAL INCENTIVE PLAN AWARD” means the amount payable to
\nan Employee each year, if any, under the Company’s annual incentive plan.<\/p>\n
(e) “BASIC DEFERRAL” means the Compensation deferral made by a
\nParticipant pursuant to Section 4.1(a). The term “Basic Deferral” shall also
\ninclude compensation deferrals made by the Participant pursuant to the NME
\nPlan prior to January 1, 1996.<\/p>\n
(f) “BENEFICIARY” means the person designated by the
\nParticipant to receive a distribution of his benefits under the Plan upon the
\ndeath of the Participant. If the Participant is married, his spouse shall be
\nhis Beneficiary, unless his spouse consents in writing to the designation of
\nan alternate Beneficiary. In the event that a Participant fails to designate
\na Beneficiary, or if the Participant’s Beneficiary does not survive the
\nParticipant, the Participant’s Beneficiary shall be his surviving spouse, if
\nany, or if the Participant does not have a surviving spouse, his estate. The
\nterm “Beneficiary” shall also mean a Participant’s spouse or former spouse
\nwho is entitled to all or a portion of a Participant’s benefit pursuant to
\nSection 6.1.<\/p>\n
(g) “BOARD” means the Board of Directors of the Company.<\/p>\n
(h) “BONUS” means (i) a bonus paid to a Participant in the
\nform of an Annual Incentive Plan Award, (ii) a physician buydown bonus,
\n(iii) effective January 1, 1998, any other form of compensation labeled or
\npaid to a physician in the form of a bonus, or (iv) effective January 1,
\n1999, a management buydown bonus.<\/p>\n
(i) “BONUS DEFERRAL” means the Bonus deferral made by a
\nParticipant pursuant to Section 4.1(b). Prior to September 1, 1997, Annual
\nIncentive Plan Awards were the only type of Bonus that could be deferred
\nunder the Plan.<\/p>\n
Page 2<\/p>\n
(j) “CODE” means the Internal Revenue Code of 1986, as amended
\nfrom time to time.<\/p>\n
(k) “COMPANY” means Tenet Healthcare Corporation or any
\nsubsidiary or successor thereto.<\/p>\n
(l) “COMPENSATION” means base salaries, commissions, and
\ncertain other amounts of cash compensation payable to the Participant during
\nthe Plan Year. Compensation shall exclude cash bonuses paid after January 1,
\n1996, foreign service pay, hardship withdrawal allowances and any other pay
\nintended to reimburse the Employee for the higher cost of living outside the
\nUnited States, Annual Incentive Plan Awards, automobile allowances, ExecuPlan
\npayments, housing allowances, relocation payments, deemed income, income
\npayable under the stock Incentive plans, Christmas gifts, insurance premiums,
\nan other imputed income, pensions, retirement benefits, and contributions to
\nand payments from the 401(k) Plan. The term “Compensation” for members of the
\nBoard shall mean the annual retainer and committee fees paid each year.<\/p>\n
(m) “COMPENSATION DEFERRALS” means the Basic Deferrals,
\nSupplemental Deferrals and Discretionary Deferrals made pursuant to Section
\n4.1 of the Plan.<\/p>\n
(n) “COMPENSATION COMMITTEE” means the Compensation and Stock
\nOption Committee of the Board which has the authority to amend and terminate
\nthe Plan as provided in Article X. Effective January 1, 2000, the
\nCompensation Committee will also be responsible for determining the amount of
\nthe Discretionary Contribution, if any, to be made by the Company.<\/p>\n
(o) “DEFERRED COMPENSATION AGREEMENT” means the written
\nagreement between the Company or an Affiliate and a Participant pursuant to
\nwhich the Participant consents to participation in the Plan and the deferral
\nof Compensation and Bonuses hereunder.<\/p>\n
(p) “DISABILITY” means the total and permanent incapacity of a
\nParticipant, due to physical impairment or legally established mental
\nincompetence, to perform the usual duties of his employment with the Company
\nor an Affiliate. Disability shall be determined by the Plan Administrator on
\nthe basis of (i) evidence that the Participant has become entitled to receive
\nbenefits from a Company sponsored long-term disability plan or (ii) evidence
\nthat the participant has become entitled to receive primary benefits as a
\ndisabled employee under the Social Security Act in effect on such date of
\nDisability.<\/p>\n
(q) “DISCRETIONARY CONTRIBUTIONS” means the contribution made
\nby the Company on behalf of a Participant as described in Section 4.2(b).<\/p>\n
(r) “DISCRETIONARY DEFERRALS” means the Compensation deferral
\ndescribed in Section 4.1(d) made by a Participant on or after September 1,
\n1997.<\/p>\n
(s) “EFFECTIVE DATE” means, with respect to this amendment and
\nrestatement, April 13, 2000, except as otherwise specified herein. The Plan
\nwas originally effective December 5, 1995.<\/p>\n
(t) “ELIGIBLE EMPLOYEE” means, effective January 1, 1997, each
\nEmployee who is either (i) eligible for the Company’s Annual Incentive Plan
\nAward for the applicable Plan Year, (ii) an employee physician whose
\nemployment contract designates him as eligible for physician<\/p>\n
Page 3<\/p>\n
benefits, or (iii) an active member of the Board. In addition, the term
\n“Eligible Employee” shall also include any Employee designated as an Eligible
\nEmployee by the PAC. The PAC may, in its sole and absolute discretion, limit
\nthe classification of Employees who are eligible to participate in the Plan
\nfor a Plan Year without the need for an amendment to the Plan. Any such
\nlimitation shall be set forth in a resolution by the PAC and attached hereto
\nas an Exhibit to the Plan.<\/p>\n
(u) “EMERGENCY” means a Foreseeable Emergency or
\nUnforseeable Emergency which makes a Participant eligible for a Financial
\nNecessity Distribution under Section 5.4.<\/p>\n
(v) “EMPLOYEE” means each select management or highly
\ncompensated employee receiving remuneration, or who is entitled to
\nremuneration, for services rendered to the Company or to an Affiliate who has
\nadopted this Plan, in the legal relationship of employer and employee. The
\nterm “Employee” shall also include an active member of the Board of Directors
\nof the Company.<\/p>\n
(w) “FORESEEABLE EMERGENCY” means a severe financial
\nhardship to the Participant resulting from event which although may be
\nforeseeable is outside the Participant’s control, as determined by the Plan
\nAdministrator in its sole and absolute discretion. Such potentially
\nforeseeable but uncontrollable events include the following:<\/p>\n
(i) Expenses for medical care described in
\n section 213(d) of the Code incurred by the Participant, the
\n Participant’s spouse, or any dependents of the Participant (as
\n defined in section 152 of the Code) or necessary for those persons
\n to obtain medical care described in section 213(d) of the Code;<\/p>\n
(ii) Payments necessary to prevent the eviction
\n of the Participant from his principle residence or foreclosure on the
\n mortgage of the Participant’s principal residence;<\/p>\n
(iii) Payments necessary to reimburse the Participant
\n for unreimbursed expenses related to a federally declared natural
\n disaster; or<\/p>\n
(iv) Such other events deemed by the Plan
\n Administrator, in its sole and absolute discretion, to constitute a
\n Foreseeable Emergency.<\/p>\n
(x) “401(k) PLAN” means the Tenet Healthcare Corporation
\nRetirement Savings Plan or the Tenet 401(k) Retirement Savings Plan, as such
\nplans may be amended from time to time.<\/p>\n
(y) “MATCHING CONTRIBUTIONS” means the contribution made
\nby the Company pursuant to Section 4.2(a) on behalf of a Participant who
\neither makes Supplemental Deferrals to the Plan as described in Section
\n4.1(c) or effective October 1, 1999, is not eligible for an employer matching
\ncontribution under the 401(k) Plan. The “Term Matching Contributions” shall
\nalso include the supplemental matching credits made on behalf of the
\nParticipant under the NME Plan prior to January 1, 1996.<\/p>\n
(z) “NME PLAN” means the National Medical Enterprises,
\nInc. Deferred Compensation Plan, which was terminated effective December 31,
\n1995, and the bookkeeping accounts of which were merged into and transferred
\nto this Plan.<\/p>\n
Page 4<\/p>\n
(aa) “PAC” means the Pension Administration Committee of
\nthe Company established by the Board, and whose members have been appointed
\nby the Board. The PAC shall have the responsibility to administer the Plan
\nand make final determinations regarding claims for benefits, as described in
\nArticle VIII.<\/p>\n
(bb) “PARTICIPANT” means each Employee who has been
\ndesignated, for participation in this Plan and whose participation in this
\nPlan has not terminated<\/p>\n
(cc) “PENSION COMMITTEE” means the Pension Committee of
\nthe Board which, for the Plan Years beginning before January 1, 2000, is
\nresponsible for determining the amount of the Discretionary Contribution, if
\nany, to be made by the Company. Effective for Plan Years beginning on and
\nafter January 1, 2000, the Compensation Committee will be responsible for
\ndetermining the amount of the Discretionary Contribution, if any, to be made
\nby the Company.<\/p>\n
(dd) “PLAN” means the Tenet Executive Deferred
\nCompensation and Supplemental Savings Plan, as described in this document,
\nand as it may hereafter be amended.<\/p>\n
(ee) “PLAN ADMINISTRATOR” means the individual or entity
\nappointed by the PAC to handle the day-to-day administration of the Plan,
\nincluding but not limited to determining participant’s eligibility for
\nbenefits, the amount of such benefits and complying with all applicable
\nreporting and disclosure obligations imposed on the Plan. If the PAC does
\nnot appoint an individual or entity as Plan Administrator, the PAC shall
\nserve as the Plan Administrator. As of the Effective Date, the Director of
\nRetirement Plans is the Plan Administrator of the Plan.<\/p>\n
(ff) “PLAN YEAR” means the fiscal year of this Plan,
\nwhich shall commence on January 1 each year and end on December 31 of such
\nyear; provided, however, that the first Plan Year shall be a short Plan Year
\ncommencing on November 10, 1995, and ending on December 31, 1995.<\/p>\n
(gg) “SUPPLEMENTAL DEFERRAL” means the Compensation
\ndeferral described in Section 4.1(c). The term “Supplemental Deferral” will
\nalso include supplemental credits made by the Participant under the NME Plan
\nprior to January 1, 1996.<\/p>\n
(hh) “UNFORESEEABLE EMERGENCY” means a severe financial
\nhardship to the Participant resulting from (i) a sudden and unexpected
\nillness or accident of the Participant or one of the Participant’s dependents
\n(as defined under section 152(a) of the Code); (ii) loss of the Participant’s
\nproperty due to casualty; or (iii) such other similar extraordinary and
\nunforeseeable circumstances arising as a result of events beyond the control
\nof the Participant, as determined by the Plan Administrator in its sole and
\nabsolute discretion.<\/p>\n
II.2 CONSTRUCTION. If any provision of this Plan is determined to
\nbe for any reason invalid or unenforceable, the remaining provisions of this
\nPlan shall continue in full force and effect. All of the provisions of this
\nPlan shall be contrued and enforced in accordance with the laws of the State
\nof California and shall be administered according to the laws of such state,
\nexcept as otherwise required by the Act, the Code or other applicable federal
\nlaw. The masculine gender, where appearing in this Plan, shall include the
\nfeminine gender, and vice versa. The term “delivered to the PAC or Plan
\nAdministrator,” as used in this Plan, shall include delivery to a person or
\npersons designated by the PAC or Plan Administrator, as applicable, for the
\ndisbursement and the receipt of administrative forms. Delivery shall be
\ndeemed to have occurred only when the form<\/p>\n
Page 5<\/p>\n
or other communication is actually received. Headings and subheadings are
\nfor the purpose of reference only and are not to be considered in the
\nconstruction of this Plan.<\/p>\n
ARTICLE III<\/p>\n
PARTICIPATION AND VESTING<\/p>\n
III.1 ELIGIBILITY AND PARTICIPATION. It is intended that eligibility
\nto participate in the Plan shall be limited to a select group of management
\nor highly compensated employees, as determined by the PAC, in its sole and
\nabsolute discretion. Prior to the beginning of each Plan year, each
\nEligible Employee will be contacted and informed that he may elect to defer
\nportions of his Compensation and\/or Bonus and shall be provided with a
\nDeferred Compensation Agreement and Beneficiary Designation Form. An
\nEligible Employee shall become a Participant by making a deferral election
\npursuant to Section 4.1. Eligibility to become a Participant for any Plan
\nYear shall not entitle an Employee to continue as an active Participant for
\nany subsequent Plan Year.<\/p>\n
If an Eligible Employee is hired during the Plan Year and designated by
\nthe PAC to be a Participant for such year, such Employee may elect to
\nparticipate in the Plan for the remainder of such Plan Year by making a
\ndeferral election pursuant to Section 4.1. Such an Eligible Employee will be
\nprovided with a Deferred Compensation Agreement and Beneficiary Designation
\nForm. Designation as a Participant for the Plan Year in which he is hired
\nshall not entitle the Employee to continue as an active Participant for any
\nsubsequent Plan Year.<\/p>\n
A Participant under this Plan who separates from employment with the
\nCompany, or who ceases to be an active member of the Board, will continue as
\nan inactive Participant under this Plan until the Participant has received
\npayment of all amounts payable to him under this Plan. In the event that an
\nEmployee shall cease active participation in the Plan because the Employee is
\nno longer described as a Participant pursuant to this Section 3.1, or because
\nhe shall cease making deferrals of Compensation and\/or Bonuses, the Employee
\nshall continue as an inactive Participant under this Plan until he has
\nreceived payment of all amounts payable to him under this Plan.<\/p>\n
III.2 VESTING. Except as provided in Section 5.2 (Pre-Termination
\nDistributions), Section 5.8 (Method of Payment) and 6.1 (Spousal Claims), a
\nParticipant shall at all times have a nonforfeitable right to amounts
\ncredited to his Account pursuant to Section 4.3, subject to the distribution
\nprovisions of Article V. Further, as provided in Section 7.2, however, each
\nParticipant shall be a general creditor of the Company or the Participant’s
\nemploying Affiliate with respect to the payment of any benefit under this
\nPlan.<\/p>\n
ARTICLE IV<\/p>\n
DEFERRAL, DISCRETIONARY CONTRIBUTIONS AND ACCOUNTING<\/p>\n
IV.1 DEFERRAL. An Eligible Employee who is designated by the PAC to
\nbe a Participant for a Plan Year, may become a Participant for such Plan Year
\nby electing to defer Compensation and\/or his Bonus pursuant to a Deferred
\nCompensation Agreement. Such Deferred Compensation Agreement shall be
\nentered into prior to the first day of the Plan Year for which the Deferred
\nCompensation Agreement is effective or, in the case of an Eligible Employee
\nwho is hired during such Plan Year, such Deferred Compensation Agreement
\nshall be entered into within thirty (30) days after the Eligible Employee is
\nprovided with notice of his eligibility to participate in the Plan and<\/p>\n
Page 6<\/p>\n
shall only be effective with respect to Compensation and\/or Bonuses earned
\nafter the date such Deferred Compensation Agreement is received by the Plan
\nAdministrator. A Participant’s Deferred Compensation Agreement shall only be
\neffective with respect to a single Plan Year and shall be irrevocable for the
\nduration of such Plan Year. Deferral elections for each subsequent Plan Year
\nof participation shall be made pursuant to new Deferred Compensation
\nAgreements.<\/p>\n
On each Deferred Compensation Agreement, the Participant shall
\nspecify the form in which Compensation and\/or Bonuses deferred under the Plan
\nshall be paid. All amounts deferred under the Plan shall be payable to the
\nParticipant in the form of benefit payment elected on his most recent
\nDeferred Compensation Agreement in accordance with the terms and provisions
\nof this Plan. If the Participant elects a different form of benefit payment
\non a subsequent Deferred Compensation Agreement, such form of payment
\nelection shall supersede any prior benefit payment elections made on an
\nearlier Deferred Compensation Agreement.<\/p>\n
Four types of deferrals may be made under the Plan:<\/p>\n
(a) BASIC DEFERRAL. Each Eligible Employee may elect to
\ndefer a stated dollar amount, or designated full percentage, of Compensation
\nto the Plan up to a maximum percentage of seventy-five percent (75%) of the
\nEmployee’s Compensation for such Plan Year. The Company shall not make any
\nMatching Contributions with respect to any Basic Deferrals made to the Plan.<\/p>\n
(b) BONUS DEFERRAL. Each Eligible Employee may elect to
\ndefer a stated dollar amount, or designated full percentage, of his Bonus to
\nthe Plan up to a maximum percentage of one hundred percent (100%) of the
\nEmployee’s Bonus for such Plan Year. The Company shall not make any Matching
\nContributions with respect to any Bonus Deferrals made to the Plan.
\n (c) SUPPLEMENTAL DEFERRAL. Each Eligible Employee may
\nelect to make Supplemental Deferrals to the Plan in accordance with the
\nfollowing provisions of this Section 4.1(d).<\/p>\n
(i) STATUTORY LIMITS. Each Eligible
\n Employee who is also a participant in the 401(k) Plan may elect to
\n automatically, have three percent (3%) of his Compensation deferred
\n under the Plan when he reaches any of the following statutory
\n limitations under the 401(k) Plan: (A) the one hundred fifty
\n thousand dollar ($150,000) limitation on Compensation under Section
\n 401(a)(17) of the Code, as such limit is adjusted for cost of living
\n increases; (B) the seven thousand dollar ($7,000) limitation imposed
\n on elective deferrals under Section 402(g) of the Code, as such limit
\n is adjusted for cost of living increases; (C) the limitations on
\n contributions and benefits under Section 415 of the Code; or (D) the
\n limitations on contributions imposed by the 401(k) Plan administrator
\n in order to satisfy the limitations on contributions under sections
\n 401(k) and 401(m) of the Code.<\/p>\n
(ii) BONUS. Each Eligible Employee who is also
\n a participant in the 401(k) Plan may elect to automatically, have
\n three percent (3%) of his Bonus deferred under the Plan as a
\n Supplemental Deferral without regard to the statutory limitations
\n under the 401(k) Plan described in Section 4.2(d)(i). This
\n Supplemental Deferral shall be applied to that portion of the
\n Eligible Employee’s Bonus in excess of that deferred as a Bonus
\n Deferral under Section 4.2(b). For example, if the Eligible Employee
\n elects to defer 50 percent of his Bonus under Section 4.2(b) and also
\n elects to make a Supplemental Deferral under this Section 4.2(c),
\n fifty percent (50%) of the Eligible Employee’s Bonus will be deferred
\n under Section 4.2(b) and three percent (3%) of the Eligible
\n Employee’s Bonus will be deferred under this Section 4.2(c).<\/p>\n
Page 7<\/p>\n
(iii) 401(k) PLAN BEFORE-TAX SAVINGS
\n CONTRIBUTION ELIGIBILITY. Each Employee who elects to participate in
\n this Plan prior to the date on which he becomes eligible to make
\n before-tax savings contributions to the 401(k) Plan, may elect, until
\n such 401(k) Plan before-tax contribution eligibility date, to defer
\n three percent (3%) of his Compensation under the Plan as a
\n Supplemental Deferral for such Plan Year. Upon the Employee’s 401(k)
\n Plan before-tax contribution eligibility date, his Supplemental
\n Deferrals under this Section 4.2(d)(iii) shall cease and any
\n subsequent Supplemental Deferrals shall only be made by the Employee
\n pursuant to Section 4.2(d)(i) or Section 4.2(d)(ii), as applicable.<\/p>\n
(d) DISCRETIONARY DEFERRAL. The PAC may authorize an
\nEligible Employee to defer a stated dollar amount, or designated full
\npercentage, of Compensation to the Plan as a Discretionary Deferral. The PAC,
\nin its sole and absolute discretion, may limit the amount or percentage of
\nCompensation an Eligible Employee may defer to the Plan as a Discretionary
\nDeferral. The Company shall not make any Matching Contributions pursuant to
\nSection 4.2(a) with respect to any Discretionary Deferrals, but may elect to
\nmake Discretionary Contribution to the Plan with respect to such
\nDiscretionary Deferrals in the form of a discretionary matching contribution
\nas described in Section 4.2(b).<\/p>\n
IV.2 COMPANY CONTRIBUTIONS.<\/p>\n
(a) MATCHING CONTRIBUTION. The Company shall make a
\nMatching Contribution to the Plan each Plan Year of behalf of each
\nParticipant who makes a Supplemental Deferral to the Plan. Such Matching
\nContribution shall equal one hundred percent (100%) of the Participant’s
\nSupplemental Deferrals for such Plan Year. In addition, the Company shall
\nmake a Matching Contribution to the Plan for the Plan Year on behalf of each
\nParticipant who is eligible to participate in the 401(k) Plan but is not
\neligible to receive an employer matching contribution under the 401(k) Plan
\nby reason of the one (1) year eligibility service requirement. Such Matching
\nContribution shall equal three percent (3%) of the Participant’s Compensation
\nearned during the period beginning on the date on which the Participant first
\nbecomes eligible to make before-tax savings contributions to the 401(k) Plan
\nand ending on the date the Participant first becomes eligible to receive an
\nemployer matching contribution under the 401(k) Plan.<\/p>\n
(b) DISCRETIONARY CONTRIBUTION. Effective September 1,
\n1997, the Company may elect to make a Discretionary Contribution to the Plan
\nfor a Plan Year in such amount, if any, as shall be determined by the (i)
\nPension Committee, for Plan Years beginning before January 1, 2000, and (ii)
\nCompensation Committee, for Plan Years beginning on or after January 1, 2000.
\nSuch Discretionary Contribution may be made in the form of a discretionary
\nmatching contribution or a discretionary profit sharing contribution. Amounts
\nrepresenting Discretionary Contributions shall be determined and credited to
\neach Participant’s individual Account at such times and in such amounts as
\ndetermined by (A) the Pension Committee for Plan Years beginning before
\nJanuary 1, 2000 and (B) the Compensation Committee for Plan Years beginning
\non and after January 1, 2000. Further, effective January 1, 1999, the amount
\nof Discretionary Contribution shall be based on the Compensation, including
\nany Bonus, paid to a Participant for such Plan Year, and shall be determined
\nby the (1) Pension Committee, for the Plan Year beginning January 1, 1999 and
\nending December 31, 1999, and (2) Compensation Committee, for Plan Years
\nbeginning on and after January 1, 2000, by the end of the Plan Year prior to
\nthe Plan Year for which the contribution is to be made.<\/p>\n
Page 8<\/p>\n
IV.3 ACCOUNTING FOR DEFERRED COMPENSATION. The Plan Administrator
\nshall establish and maintain an individual Account under the name of each
\nParticipant under the Plan. Each Account shall be adjusted at least
\nquarterly to reflect the Basic Deferrals, Bonus Deferrals, Supplemental
\nDeferrals, Discretionary Deferrals, Matching Contributions and Discretionary
\nContributions credited thereto, earnings credited on such Basic Deferrals,
\nBonus Deferrals, Supplemental Deferrals, Discretionary Deferrals, Matching
\nContributions and Discretionary Contributions pursuant to Section 4.4, and
\nany payment or withdrawal of such Basic Deferrals, Bonus Deferrals,
\nSupplemental Deferrals, Discretionary Deferrals, Matching Contributions and
\nDiscretionary Contributions under this Plan. The amounts of Basic Deferrals,
\nBonus Deferrals, Supplemental Deferrals, Discretionary Deferrals, and any
\nMatching Contributions shall be credited to the Participant’s Account at such
\ntime as such Compensation or Bonus would have been paid to the Participant
\nhad the Participant not elected to defer such amount pursuant to the terms
\nand provisions of the Plan. Any Discretionary Contributions shall be credited
\nto each Participant’s individual account at such times as determined by the
\nPension Committee for Plan Years beginning before January 1, 2000 and the
\nCompensation Committee for Plan Years beginning on and after January 1, 2000.
\nEach such Account shall be credited with earnings computed pursuant to
\nSection 4.4 in the manner specified by Section 4.4. In the sole discretion of
\nthe Plan Administrator, more than one Account may be established for each
\nParticipant to facilitate record keeping convenience and accuracy. Each such
\nAccount shall be credited and adjusted as provided in this Plan. Amounts
\ncredited to such Accounts shall be held with the general assets of the
\nCompany and, as provided in Section 7.2, shall be subject to the claims of
\nthe Company’s and its Affiliates’ general creditors.<\/p>\n
Establishment and maintenance of a separate Account or Accounts for
\neach Participant shall not be construed as giving any person any interest in
\nassets of the Company or an Affiliate, or a right to payment other than as
\nprovided under this Plan. Such Accounts shall be maintained until all amounts
\ncredited as such Account have been distributed in accordance with the terms
\nand provisions of this Plan.<\/p>\n
IV.4 COMPUTATION OF EARNINGS CREDITED. All Accounts will be
\ncredited with a uniform rate of interest. The annual rate of interest shall
\nequal one percent (1%) below the prime interest rate as stated in the Wall
\nStreet Journal. Prior to January 1, 1999, interest shall be credited at the
\nend of each quarter based on the Account balance at the beginning of the
\napplicable quarter. Effective on and after January 1, 1999, interest will be
\ncredited at the end of each payroll period based on the Account balance on
\nthe beginning of the applicable payroll period.<\/p>\n
ARTICLE V<\/p>\n
DISTRIBUTION OF BENEFITS<\/p>\n
V.1 DEEMED DISTRIBUTIONS. At the election of a Participant as
\nevidenced in his Deferred Compensation Agreement, a Participant may make
\nBasic Deferrals and\/or Bonus Deferrals, pursuant to Section 4.1 for a stated
\nperiod of time, rather than Basic Deferrals and\/or Bonus Deferrals until his
\nseparation from employment or cessation as an active member of the Board.
\nSuch election must be made in the Participant’s Deferred Compensation
\nAgreement. The minimum required period for such deferrals under the Plan
\nshall be at least one (1) Plan Year following the end of the Plan Year for
\nwhich a Basic Deferral and\/or Bonus Deferral election is effective. The
\namount to be distributed pursuant to this Section 5.1 shall be a lump sum
\ndistribution in any even percentage up to one hundred percent (100%) of the
\nParticipant’s Basic Deferral and\/or Bonus <\/p>\n
Page 9<\/p>\n
Deferral plus earnings thereon, but not more than the balance of the
\nParticipant’s Account at the time of the distribution. In the event that a
\nParticipant shall separate from employment, cease to be an active member of
\nthe Board or die prior to the date upon which a Basic Deferral and\/or Bonus
\nDeferral for a specific term is to be paid, the term Basic Deferral and\/or
\nBonus Deferral election shall be canceled, and the Participant’s Account
\nbalance shall be distributed to the Participant or his Beneficiary following
\nsuch separation from employment or death pursuant to Section 5.8 (Method of
\nPayment).<\/p>\n
V.2 PRE-TERMINATION DISTRIBUTION. At any time preceding the calendar
\nyear in which a Participant becomes entitled to a distribution in accordance
\nwith Section 5.1 (Deemed Distributions), Section 5.3 (Termination
\nDistributions), Section 5.4 (Financial Necessity Distributions), Section 5.5
\n(Elective Distributions), Section 5.6 (Death) or Section 5.7 (Disability),
\nthe Participant may elect to receive a lump sum payment in an amount up to
\nthe Participant’s Account balance, as of the date the distribution request is
\nreceived by the Plan Administrator, less the “forfeiture amount.” For
\npurposes of this Section 5.2, the “forfeiture amount” shall equal ten percent
\n(10%) of the Participant’s lump sum payment. In addition, if the Participant
\nelects to receive a lump sum distribution under this Section 5.2, all Basic
\nDeferrals, Bonus Deferrals and Discretionary Deferrals with respect to such
\nParticipant under this Plan shall cease for a period of twelve (12) months
\ncommencing on the date on which the lump sum distribution is made to the
\nParticipant, notwithstanding any other provision of this Plan or Deferred
\nCompensation Agreement to the contrary. After the expiration of such twelve
\n(12) month period, the Participant’s Basic Deferrals, Bonus Deferrals and
\nDiscretionary Deferrals may recommence during the next Plan Year, provided
\nthe Participant remains eligible to participate in the Plan pursuant to
\nSection 3.1 and enters into a new Deferred Compensation Agreement. During the
\ntwelve (12) month period of suspension, as well as the period preceding the
\nParticipant’s recommencement of Basic Deferrals, Bonus Deferrals and\/or
\nDiscretionary Deferrals for the next Plan Year, the Participant may continue
\nto make Supplemental Deferrals to the Plan pursuant to Section 4.1(c) and
\nreceive a Matching Contribution with respect to such deferrals pursuant to
\nSection 4.2(a). Such Participant shall also remain eligible to receive a
\nDiscretionary Contribution, if any, pursuant to Section 4.2(b).<\/p>\n
The foregoing penalties shall not apply if the PAC determines, based on
\nthe advise of counsel or a final determination by the Internal Revenue
\nService or any court of competent jurisdiction, that by reason of the
\nforegoing elective provisions of this Section 5.2 any Participant has
\nrecognized or will recognize gross income for federal income tax purposes
\nunder the Plan in advance of payment to him of Plan benefits. The PAC shall
\nnotify all Participants of any such determination. Wherever any such
\ndetermination is made, the Company shall refund all forfeiture penalties which
\nwere imposed hereunder on account of making lump sum distributions at any
\ntime during or after the first year to which the determination applies (i.e.,
\nthe first year when gross income is recognized for federal income tax
\npurposes). Interest shall be paid on any such refunds based on an interest
\nfactor determined under Section 4.4. The PAC may also reduce or eliminate the
\nforfeiture penalty or the requirement that Basic Deferrals, Bonus Deferrals
\nand\/or Supplemental Deferrals be suspended if it determines that this action
\nwill not cause any Participant to recognize gross income for federal income
\ntax purposes under this Plan in advance of payment to him of Plan benefits.<\/p>\n
V.3 TERMINATION DISTRIBUTIONS. In the event that a Participant shall
\nseparate from employment or cease to be an active member of the Board for any
\nreason other than death prior to becoming entitled to distribution other than
\nunder Section 5.1 (Deemed Distributions), Section 5.4 (Financial Necessity
\nDistributions) or Section 5.5 (Elective Distributions), distribution of all
\namounts credited to the Participant’s Account shall be made as soon as
\npracticable following the<\/p>\n
Page 10<\/p>\n
Participant’s termination from employment or termination as an active member
\nof the Board, as provided in accordance with the terms and provisions of
\nSection 5.8 (Method of Payment).<\/p>\n
V.4 FINANCIAL NECESSITY DISTRIBUTIONS.<\/p>\n
(a) UNFORESEEABLE EMERGENCY. Upon application by the
\nParticipant, the Plan Administrator, in its sole and absolute discretion, may
\ndirect payment of all or a portion of the Basic Deferrals, Bonus Deferrals
\nand\/or Discretionary Deferrals credited to the Account of a Participant prior
\nto his separation from employment or termination as an active member of the
\nBoard in the event of an Unforeseeable Emergency.<\/p>\n
Effective May 1, 1998, in addition to the deferrals specified in
\nthis Section 5.4(a), upon application by the Participant, the Plan
\nAdministrator, in its sole and absolute discretion, may direct payment of
\nall or a portion of the Supplemental Deferrals credited to the Account of the
\nParticipant prior to his separation from employment or termination as an
\nactive member of the Board in the event of an Unforeseeable Emergency. Such
\napplication and payment shall be subject to the same conditions and
\nlimitations as a request for any other payment of deferrals under this
\nSection 5.4.<\/p>\n
(b) FORESEEABLE EMERGENCY. Effective January 1, 1999, upon
\napplication by the Participant, the Plan Administrator, in its sole and
\nabsolute discretion, may direct payment of all or a portion of the Basic
\nDeferrals, Bonus Deferrals and\/or Discretionary Deferrals credited to the
\nAccount of a Participant prior to his separation from employment or
\ntermination as an active member of the Board on the event of an Foreseeable
\nEmergency. Any such application shall set forth the circumstances
\nconstituting such Foreseeable Emergency.<\/p>\n
(c) GENERAL RULES REGARDING FINANCIAL NECESSITY DISTRIBUTIONS.
\nThe Plan Administrator may not direct payment of any Basic Deferrals, Bonus
\nDeferrals, Supplemental Deferrals, and\/or Discretionary Deferrals credited to
\nthe Account of a Participant to the extent that such an Emergency is or may
\nbe relieved (i) by reimbursement or compensation by insurance or otherwise or
\n(ii) by cessation of Basic Deferrals, Bonus Deferrals and\/or Discretionary
\nDeferrals under this Plan. In the event that the Plan Administrator, in its
\nsole and absolute discretion, shall determine that such Emergency may be
\nalleviated by such cessation of deferrals under the Plan, the Plan
\nAdministrator shall deny such financial necessity distribution and require
\nthe cancellation of the Participant’s Basic Deferral, Bonus Deferral and\/or
\nDiscretionary Deferral elections for the Plan Year in which an Emergency
\nshall occur. Conversely, if the Plan Administrator, in its sole and absolute
\ndiscretion, shall determine that such Emergency may not be alleviated by such
\ncessation Basic Deferrals, Bonus Deferrals and\/or Discretionary Deferrals,
\nit may approve such financial hardship distribution. Any distribution from
\nthe Plan due to Emergency shall be permitted only to the extent necessary to
\nsatisfy such Emergency, in the sole and absolute discretion of the Plan
\nAdministrator, both with respect to the determination as to whether an
\nEmergency exists and also with respect to determination of the amount
\ndistributable. The Plan Administrator may permit a financial necessity
\ndistribution under this Section 5.4 but as a result may cancel the Basic
\nDeferral, Bonus Deferral and\/or Discretionary Deferral elections of the
\nParticipant in whole or in part, for the Plan Year.<\/p>\n
V.5 ELECTIVE DISTRIBUTIONS. A Participant may elect to receive a
\ndistribution of amounts credited to his Account upon a determination by the
\nInternal Revenue Service or a state taxing authority of competent
\njurisdiction that amounts credited to such Account are subject to inclusion<\/p>\n
Page 11<\/p>\n
in the gross income of such Participant or Beneficiary for federal or state
\nincome tax purposes. Neither the PAC nor the Plan Administrator shall have
\nany obligation to determine whether any such determination is or has been
\nmade with respect to any Participant and shall assume that no such
\ndetermination has been made until advised by the Participant, in writing,
\nthat such determination has been made and that either such determination is
\nfinal and binding, or that obtaining judicial review of such determination is
\nnot reasonably likely to result in a reversal of such determination or is
\neconomically prohibitive.<\/p>\n
V.6 DEATH OF A PARTICIPANT. In the event of the death of a Participant
\nprior to distribution of all amounts otherwise payable to the Participant
\nunder this Plan, the Participant’s Beneficiary or Beneficiaries shall be
\nentitled to distribution of all the benefits credited to the Participant’s
\nAccount, pursuant to Section 5.8 (Method of Payment). Each Participant may
\ndesignate a Beneficiary or Beneficiaries to receive payment of his benefits
\nunder this Plan in the event of his death as provided in Section 1.2(f) and
\nin accordance with such procedures as the Plan Administrator shall promulgate.<\/p>\n
V.7 DISABILITY OF A PARTICIPANT. In the event of the Disability of the
\nParticipant, the Participant shall be entitled to a distribution of all the
\nbenefits credited to the Participant’s Account, pursuant to Section 5.8
\n(Method of Payment).<\/p>\n
V.8 METHOD OF PAYMENT. Distributions pursuant to Section 5.3
\n(Termination Distributions), Section 5.6 (Death) or Section 5.7 (Disability)
\nshall be made in any of the following forms, as elected by the Participant in
\nhis Deferred Compensation Agreement:<\/p>\n
(a) In a single lump sum cash payment;<\/p>\n
(b) In substantially equal installments over a period of five (5)
\nyears;
\n (c) In substantially equal installments over a period of ten (10)
\nyears; or
\n (d) In substantially equal installments over a period of fifteen
\n(15) years.<\/p>\n
Payment shall commence as soon as administratively feasible but not longer
\nthat ninety (90) days after the end of the Plan Year of the occurrence of the
\nevent causing the distribution, with interest continuing to accrue pursuant
\nto Section 4.4 hereof until the full amount credited to the Participant’s
\nAccount is paid.<\/p>\n
Distributions to a Participant pursuant to Section 5.1 (Deemed
\nDistributions), Section 5.2 (Pre-Termination Distributions), Section 5.4
\n(Financial Necessity Distributions) and Section 5.5 (Elective Distributions)
\nshall be made in a lump sum. Such lump sum payment shall be made as soon as
\nadministratively feasible following occurrence of the event causing the
\nentitlement to distribution.<\/p>\n
With the consent of the PAC, in its sole and absolute discretion, a
\nParticipant or Beneficiary who has elected to receive, or is in pay status
\nand currently is receiving, annual installment distributions over a five (5),
\nten (10) or fifteen (15) year period, may elect during any calendar year to
\naccelerate the payment of the annual installment distributions payable to him
\nfor the remaining calendar years in such five (5), ten (10) or fifteen (15)
\nyear period. If approved by the PAC, in its sole and absolute discretion,
\npayment of the accelerated installment distributions shall be made in<\/p>\n
Page 12<\/p>\n
a lump sum to the Participant or Beneficiary no earlier than the first day of
\nthe calendar year following the calendar year in which the accelerated payment
\nelection is made.<\/p>\n
If the PAC denies a Participant’s request for a lump sum distribution of
\nhis remaining annual installments, the Participant may elect to receive a
\nlump sum distribution of the remainder of such installment payments less the
\n“forfeiture amount”. The “forfeiture amount” equals ten percent (10%) of
\nthe Participant’s Account balance as of the date the Participant’s lump sum
\ndistribution election is received by the PAC.<\/p>\n
V.9 WITHHOLDING. Any taxes or other legally required withholdings from
\nCompensation and Bonus deferrals and\/or payments to Participants or
\nBeneficiaries hereunder shall be deducted and withheld by the Company,
\nbenefit provider or funding agent as required pursuant to applicable law. A
\nParticipant or Beneficiary shall be provided with a tax withholding election
\nform for purposes of federal and state tax withholding, if applicable.<\/p>\n
V.10 SUSPENSION OF BENEFITS. If a Participant terminates service and
\nbegins receiving distributions pursuant to Section 5.3 (Termination
\nDistributions) or Section 5.7 (Disability) in the form of installments of
\nover a five (5), ten (10) or fifteen (15) year period and such Participant is
\nreemployed by the Company, then such Participant’s installment distributions
\nshall be suspended during the period of his reemployment. Upon the
\nParticipant’s subsequent termination of service, such installment
\ndistributions shall recommence in the same form as they were being paid
\nbefore the suspension, unless:<\/p>\n
(a) during the period of the Participant’s reemployment he is
\neligible to participate in the Plan and elects a different form of payment in
\nhis Deferred Compensation Agreement;<\/p>\n
(b) with the consent of the PAC, in its sole and absolute
\ndiscretion, the Participant elects during any calendar year to accelerate the
\npayment of the annual installment distributions payable to him for the
\nremaining calendar years in such five (5), ten (10), or fifteen (15) year
\nperiod; or<\/p>\n
(c) if the PAC denies a Participant’s request for a lump sum
\ndistribution of his remaining annual installments, the Participant elects to
\nreceive a lump sum distribution of the remainder of such installment payments
\nless the “forfeiture amount.”<\/p>\n
The “forfeiture amount” equals ten percent (10%) of the Participant’s
\nAccount balance as of the date of the Participant’s lump sum distribution
\nelection is received by the Plan Administrator.<\/p>\n
ARTICLE VI<\/p>\n
PAYMENT LIMITATIONS<\/p>\n
VI.1 SPOUSAL CLAIMS. The Plan will recognize a court order entered into
\npursuant to state domestic relations law which provides that all or a portion
\nof a Participant’s benefit under the Plan shall be paid to the Participant’s
\nspouse or former spouse for child support, spousal maintenance or alimony.
\nAny benefits payable to a spouse or former spouse pursuant to such an order
\nshall be subject to all provisions and restrictions of this Plan and any
\ndispute regarding such benefits shall be resolved pursuant to the Plan claims
\nprocedure in Article VIII. A former spouse<\/p>\n
Page 13<\/p>\n
shall have no claim to any benefits under the Plan unless the spouse’s
\nentitlement to such benefits is specified in such a court order. Any payment
\nof benefits under the Plan to a former spouse pursuant to such an order shall
\nbe made as soon as administratively feasible after the order is accepted by
\nthe Plan Administrator, but not longer than ninety (90) days after the end of
\nthe Plan Year in which the order is accepted by the Plan Administrator.<\/p>\n
Any taxes or other legally required withholdings from payments to such former
\nspouse shall be deducted and withheld by the Company, benefit provider or
\nfunding agent. The former spouse shall be provided with a tax withholding
\nelection form for purposes of federal and state tax withholding, if
\napplicable.<\/p>\n
No order shall be accepted by the Plan Administrator which requires the Plan
\nto provide any type or form of benefit, or any option, not otherwise provided
\nunder the Plan, which requires the Plan to provide increased benefits, or
\nwhich requires payment of benefits to such former spouse under the order
\nwhich are required to be paid to another former spouse under another order
\npreviously accepted by the Plan Administrator. The order must clearly specify
\ninformation sufficient for the Plan Administrator to determine the plan to
\nwhich it relates and the amount and person to whom benefits are payable. The
\nPlan Administrator shall have sole and absolute discretion to determine
\nwhether such a court order shall be accepted for purposes of this Section 6.1
\nand to make interpretations under this Section 6.1, including determining who
\nis to receive benefits, all calculations of benefits, and the amount of taxes
\nto be withheld. The decisions of the Plan Administrator shall be binding on
\nall parties of interest.<\/p>\n
VI.2 LEGAL DISABILITY. If a person entitled to any payment under this
\nPlan shall, in the sole judgment of the Plan Administrator, be under a legal
\ndisability, or shall otherwise be unable to apply such payment to his own
\ninterest and advantage, the Plan Administrator, in the exercise of its
\ndiscretion, may direct the Company or payor of the benefit to make any such
\npayment in any one (1) or more of the following ways:<\/p>\n
(a) Directly to such person;<\/p>\n
(b) To his legal guardian or conservator; or<\/p>\n
(c) To his spouse or to any person charged with the duty of his
\nsupport, to be expended for his benefit and\/or that of his dependents.<\/p>\n
The decision of the Plan Administrator shall in each case be final and
\nbinding upon all persons in interest, unless the Plan Administrator shall
\nreverse its decision due to changed circumstances.<\/p>\n
VI.3 ASSIGNMENT. Except as provided in Section 6.1, no Participant or
\nBeneficiary shall have any right to assign, pledge, hypothecate, anticipate
\nor any way create a lien on any amounts payable hereunder. No amounts payable
\nhereunder shall be subject to assignment or transfer or otherwise be
\nalienable, either by voluntary act, or by operation of law, or subject to
\nattachment, execution, garnishment, sequestration or other seizure under any
\nlegal, equitable or other process, or be liable in any way for the debts or
\ndefaults of Participants and their Beneficiaries.<\/p>\n
ARTICLE VII<\/p>\n
Page 14<\/p>\n
FUNDING<\/p>\n
VII.1 FUNDING. Benefits under this Plan shall be funded solely by the
\nCompany and its Affiliates. Benefits under this Plan shall constitute an
\nunfunded general obligation of the Company, but the Company may create
\nreserves, funds and\/or provide for amounts to be held in trust to fund such
\nbenefits on the Company’s behalf. Payment of benefits may be made by the
\nCompany, any trust established by the Company or through a service or benefit
\nprovider to the Company or such trust.<\/p>\n
VII.2 CREDITOR STATUS. A Participant and his Beneficiary or
\nBeneficiaries shall be general unsecured creditors of the Company or the
\nParticipant’s employing Affiliate with respect to the payment of any benefit
\nunder this Plan, unless such benefits are provided under a contract of
\ninsurance or an annuity contract that has been delivered to the Participant,
\nin which case the Participant and his Beneficiary or Beneficiaries shall look
\nto the issuance carrier or annuity provider for payment, and not to the
\nCompany or Affiliate. The Company’s or Affiliate’s obligation for such
\nbenefit shall be discharged by the purchase and delivery of such annuity or
\ninsurance contract.<\/p>\n
ARTICLE VIII<\/p>\n
ADMINISTRATION<\/p>\n
VIII.1 THE PAC. The overall administration of the Plan will be the
\nresponsibility of the PAC.<\/p>\n
VIII.2 POWERS OF PAC. In order to effectuate the purposes of the Plan,
\nthe PAC will have the following powers:<\/p>\n
(a) To appoint the Plan Administrator;<\/p>\n
(b) To review and render decisions respecting a denial of a
\nclaim for benefits under the Plan;<\/p>\n
(c) To construe the Plan and to make equitable adjustments for
\nany mistakes or errors made in the administration of the Plan; and<\/p>\n
(d) To determine and resolve in its sole and absolute discretion
\nall questions relating to the administration of the Plan and the grantor
\ntrust established to serve as a source of funds for the Plan (i) when
\ndifferences of opinion arise between the Employer, the Plan Administrator,
\nthe Trustee, a Participant, or any of them and (ii) whenever it is deemed
\nadvisable to determine such questions in order to promote the uniform and
\nnondiscriminatory administration of the Plan for the greatest benefit of all
\nparties concerned.<\/p>\n
The foregoing list of express powers is not intended to be either complete or
\nconclusive, and the PAC will, in addition, have such powers as it may
\nreasonably determine to be necessary or appropriate in the performance of its
\npowers and duties under the Plan.<\/p>\n
VIII.3 APPOINTMENT OF PLAN ADMINISTRATOR. The PAC will appoint the Plan
\nAdministrator who will have the responsibility and duty to administer the
\nPlan on a daily basis. The PAC may remove the Plan Administrator with or
\nwithout cause at any time. The Plan Administrator may resign upon written
\nnotice to the PAC.<\/p>\n
Page 15<\/p>\n
VIII.4 DUTIES OF PLAN ADMINISTRATOR. The Plan Administrator will have
\nthe following duties:<\/p>\n
(a) To direct the administration of the Plan in accordance
\nwith the provisions herein set forth;<\/p>\n
(b) To adopt rules of procedure and regulations necessary for
\nthe administration of the Plan, provided such rules are not inconsistent with
\nthe terms of the Plan;<\/p>\n
(c) To determine all questions with regard to rights of
\nEmployees, Participants, and Beneficiaries under the Plan including, but not
\nlimited to, questions involving eligibility of an Employee to participate in
\nthe Plan and the value of a Participant’s Account.<\/p>\n
(d) To enforce the terms of the Plan and any rules and
\nregulations adopted by the PAC;<\/p>\n
(e) To review and render decisions respecting a claim for a
\nbenefit under the Plan;<\/p>\n
(f) To furnish the Company with information which the Company
\nmay require for tax or other purposes;<\/p>\n
(g) To engage the service of counsel (who may, if appropriate,
\nbe counsel for the Company), actuaries, and agents whom it may deem advisable
\nto assist it with the performance of its duties;<\/p>\n
(h) To prescribe procedures to be followed by distributees in
\nobtaining benefits;<\/p>\n
(i) To receive from the Company and from Employees such
\ninformation as is necessary for the proper administration of the Plan;<\/p>\n
(j) To establish and maintain, or cause to be maintained, the
\nindividual Accounts described in Section 2.1(a);<\/p>\n
(k) To create and maintain such records and forms as are
\nrequired for the efficient administration of the Plan;<\/p>\n
(l) To make all determinations and computations concerning the
\nbenefits, credits and debits to which any Participant, or other Beneficiary,
\nis entitled under the Plan;<\/p>\n
(m) To give the Trustee of the grantor trust established to
\nserve as a source of funds under the Plan specific directions in writing with
\nrespect to;<\/p>\n
(i) the making of distribution payments, giving the
\nnames of the payees, the amounts to be paid and the time or times when
\npayments will be made; and<\/p>\n
(ii) the making of any other payments which the Trustee
\nis not by the terms of the grantor trust agreement authorized to make without
\na direction in writing by the Plan Administrator;<\/p>\n
(n) To comply with all applicable lawful reporting and
\ndisclosure requirements of Act;<\/p>\n
Page 16<\/p>\n
(o) To comply (or transfer responsibility for compliance to
\nthe Trustee) with all applicable Federal income tax withholding requirements
\nfor benefits distributions; and<\/p>\n
(p) To construe the Plan, in its sole and absolute discretion,
\nand make equitable adjustments for any mistakes and errors made in the
\nadministration of the Plan.<\/p>\n
The foregoing list of express duties is not intended to be either complete or
\nconclusive, and the Plan Administrator will, in addition, exercise such other
\npowers and perform such other duties as it may deem necessary, desirable,
\nadvisable or proper for the supervision and administration of the Plan.<\/p>\n
VIII.5 INDEMNIFICATION OF PLAN ADMINISTRATOR. To the extent not
\ncovered by insurance, or if there is a failure to provide full insurance
\ncoverage for any reason, and to the extent permissible under corporate
\nby-laws and other applicable laws and regulations, the Company agrees to hold
\nharmless and indemnify the Plan Administrator against any and all claims and
\ncauses of action by or on behalf of any and all parties whomsoever, and all
\nlosses therefrom, including, without limitation, costs of defense and
\nattorneys’ fees, based upon or arising out of any act or omission relating to
\nor in connection with the Plan other than losses resulting from any such
\nperson’s fraud or willful misconduct.<\/p>\n
VIII.6 CLAIMS FOR BENEFITS.<\/p>\n
(a) INITIAL CLAIM. In the event that a Participant or his
\nBeneficiary claims to be eligible for benefits, or claims any rights under
\nthis Plan, he must complete and submit such claims forms and supporting
\ndocumentation as shall be required by the Plan Administrator, in its sole
\ndiscretion. All benefits provided in this Plan will be paid as soon as
\npracticable (following receipt of proof of entitlement, if requested). Any
\nEmployee or other person claiming benefits, eligibility, participation or any
\nother right or benefit under the Plan must file a written claim, setting
\nforth the basis of the claim, with the Plan Administrator. Likewise, any
\nEmployee or Beneficiary who feels unfairly treated as a result of the
\nadministration of the Plan, must file a written claim, setting forth the
\nbasis of the claim, with the Plan Administrator. In connection with the
\ndetermination of such a claim, or in connection with review of a denied
\nclaim, the claimant may examine this Plan and any other pertinent documents
\ngenerally available to Participants which are specifically related to the
\nclaim. A written notice of the disposition of any such claim shall be
\nfurnished to the claimant within ninety (90) days after the claim is filed
\nwith the Plan Administrator. Such notice shall refer, if appropriate, to
\npertinent provisions of this Plan, shall set forth in writing the reasons for
\ndenial of the claim if a claim is denied (including references to any
\npertinent provisions of this Plan) and, where appropriate, shall explain how
\nthe claimant can perfect the claim. If the claim is denied, in whole or in
\npart, the claimant shall also be notified in writing that a review procedure
\nis available.<\/p>\n
(b) REQUEST FOR REVIEW. Within ninety (90) days after
\nreceiving the written notice of the Plan Administrator’s disposition of the
\nclaim, the claimant may file, with the PAC, a written request for review of
\nhis claim. In connection with the request for review, the claimant shall be
\nentitled to be represented by counsel. If the claimant does not file a
\nwritten request for review within ninety (90) days after receiving written
\nnotice of the Plan Administrator’s disposition of the claim, the claimant
\nshall be deemed to have accepted the Plan Administrator’s written disposition,
\nunless the claimant shall have been physically or mentally incapacitated so
\nas to be unable to request review within the ninety (90) day period.<\/p>\n
(c) DECISION ON REVIEW. A decision on review of the claim by
\nthe PAC shall be made at the next regularly scheduled meeting of the PAC,
\nunless the request is filed within thirty (30) days of this date, in which
\ncase such request will be reviewed at the next regularly scheduled meeting of
\nthe PAC. IF special circumstances require an extension of the ordinary
\nperiod, the PAC<\/p>\n
Page 17<\/p>\n
shall so notify the claimant and a decision shall be rendered not later than
\nthe third regularly scheduled meeting of the PAC following the receipt of the
\nrequest for review. In any event, if a claim is not determined by the third
\nregularly scheduled meeting of the PAC after receipt of written submission
\nfor review, it shall be deemed to be denied. The PAC shall have the right to
\nrequest of and receive from a claimant such additional information, documents
\nor other evidence as the PAC may reasonably require. The decision of the PAC
\nshall be in writing and shall reference the provisions of the Plan on which
\nthe decision is based. To the extent permitted by law, a decision on review
\nby the PAC shall be binding and conclusive upon all persons whomsoever.<\/p>\n
(d) EXHAUSTION OF CLAIMS REVIEW PROCEDURES. To the extent
\npermitted by law, completion of the claims procedures described in this
\nSection 8.6 and of the arbitration provisions set forth in Section 8.7 shall
\nbe a mandatory precondition that must be complied with prior to the
\ncommencement of a legal or equitable action by a person claiming rights under
\nthe Plan. The PAC may, in its sole and absolute discretion, waive these
\nclaims and arbitration procedures as a mandatory condition to such an action.<\/p>\n
VIII.7 ARBITRATION. In the event the claims review procedure described
\nin Section 8.6 of the Plan does not result in an outcome thought by the
\nclaimant to be in accordance with the Plan document, he may appeal to a third
\nparty neutral arbitrator. The claimant must appeal to an arbitrator within
\nsixty (60) days after receiving the PAC’s denial or deemed denial of his
\nrequest for review and before bringing suite in court.<\/p>\n
The arbitrator shall be mutually selected by the Participant and the PAC
\nfrom a list of arbitrators provided by the American Arbitration Association
\n(“AAA”). If the parties are unable to agree on the selection of an arbitrator
\nwithin ten (10) days of receiving the list from the AAA, the AAA shall
\nappoint an arbitrator. The arbitrator’s review shall be limited to
\ninterpretation of the Plan document in the context of the particular facts
\ninvolved. The claimant, the PAC and the Company agree to accept the award of
\nthe arbitrator as binding, and all exercises of power by the arbitrator
\nhereunder shall be final, conclusive and binding on all interested parties,
\nunless found by a court of competent jurisdiction, in a final judgment that is
\nno longer subject to review or appeal, to be arbitrary and capricious. The
\ncost of arbitration shall be shared by the Company and the claimant; the costs
\nof legal representation for the claimant or witness costs for the claimant
\nshall be borne by the claimant.<\/p>\n
The arbitrator shall have no power to add to, subtract from, or modify
\nany of the terms of the Plan, or to change or add to any benefits provided by
\nthe Plan, or to waive or fail to apply any requirements of eligibility for a
\nbenefit under the Plan. Nonetheless, the arbitrator shall have absolute
\ndiscretion in the exercise of its powers in this Plan. Arbitration decisions
\nwill not establish binding precedent with respect to the administration or
\noperation of the Plan.<\/p>\n
VIII.8 RECEIPT AND RELEASE OF NECESSARY INFORMATION. In implementing
\nthe terms of this Plan, the PAC and Plan Administrator, as applicable, may,
\nwithout the consent of or notice to any person, release to or obtain from any
\nother insuring entity or other organization or person any information, with
\nrespect to any person, which the PAC or Plan Administrator deems to be
\nnecessary for such purpose. Any Participant or Beneficiary claiming benefits
\nunder this Plan shall furnish to the PAC or Plan Administrator, as
\napplicable, such information as may be necessary to determine eligibility for
\nand amount of benefit, as a condition of claiming and receiving such benefit.<\/p>\n
VIII.9 OVERPAYMENT AND UNDERPAYMENT OF BENEFITS. The Plan
\nAdministrator may adopt, in its sole discretion, whatever rules, procedures
\nand accounting practices are appropriate in providing for the collection of
\nany overpayment of benefits. If a Participant or Beneficiary receives an
\nunderpayment of benefits, the Plan Administrator shall direct that payment be
\nmade as soon as practicable to make up for the underpayment. If any
\noverpayment is made to a Participant or<\/p>\n
Page 18<\/p>\n
Beneficiary, for whatever reason, the Plan Administrator may, in its sole
\ndiscretion, withhold payment of any further benefits under the Plan until the
\noverpayment has been collected or may require repayment of benefits paid
\nunder this Plan without regard to further benefits to which the Participant
\nor Beneficiary may be entitled.<\/p>\n
ARTICLE IX<\/p>\n
OTHER BENEFIT PLANS OF THE COMPANY<\/p>\n
IX.1 OTHER PLANS. Nothing contained in this Plan shall prevent a
\nParticipant prior to his death, or his spouse or other Beneficiary after his
\ndeath, from receiving, in addition to any payments provided for under this
\nPlan, any payments provided for under any other plan or benefit program of
\nthe Company or an Affiliate, or which would otherwise by payable or
\ndistributable to him, his surviving spouse or Beneficiary under any plan or
\npolicy of the Company or otherwise. Nothing in this Plan shall be construed
\nas preventing the Company or any of its Affiliates from establishing any
\nother or different plans providing for current or deferred compensation for
\nemployees. Unless specifically provided otherwise in any plan of the Company
\nintended to “qualify” under section 401 of the Code, Compensation Deferrals
\nmade under this Plan shall constitute earnings or compensation for purposes
\nof determining contributions or benefits under such qualified plan.<\/p>\n
ARTICLE X<\/p>\n
AMENDMENT AND TERMINATION OF THE PLAN<\/p>\n
X.1 AMENDMENT. The Compensation Committee may amend this Plan by
\nduly authorized written amendment; provided that no amendment or
\nmodification shall deprive a Participant, or person claiming benefits under
\nthis Plan through a Participant, of any benefit accrued under this Plan up to
\nthe date of amendment or modification, except as may be required by
\napplicable law.<\/p>\n
X.2 TERMINATION. The Compensation Committee may terminate or suspend
\nthis Plan in whole or part at any time, provided that no such termination or
\nsuspension shall deprive a Participant, or person claiming benefits under
\nthis Plan through a Participant, of any benefit accrued under this Plan up to
\nthe date of suspension or termination except as required by applicable law.
\nUpon the complete termination of the Plan, the Compensation Committee, in its
\nsole and absolute discretion, may direct the Plan Administrator to distribute
\neach Participant’s account to him or his Beneficiary, as applicable, in a
\nlump sum and regardless of whether benefit payments have previously
\ncommenced to be made to such Participant.<\/p>\n
X.3 CONTINUATION. The Company intends to continue this Plan
\nindefinitely, but nevertheless assumes no contractual obligation beyond the
\npromise to pay the benefits described in this Plan.<\/p>\n
ARTICLE XI<\/p>\n
MISCELLANEOUS<\/p>\n
Page 19<\/p>\n
XI.1 NO REDUCTION OF EMPLOYER RIGHTS. Nothing contained in this Plan
\nshall be construed as a contract of employment between the Company or an
\nAffiliate and an Employee, or as a right of any Employee to be continued in
\nthe employment of the Company or an Affiliate, or as a limitation of the
\nright of the Company or an Affiliate to discharge any of its Employees, with
\nor without cause or as a right of any member of the Board to be renominated
\nto serve as a member of the Board.<\/p>\n
XI.2 PROVISIONS BINDING. All of the provisions of this Plan shall be
\nbinding upon all persons who shall be entitled to any benefits hereunder,
\ntheir heirs and personal representatives.<\/p>\n
IN WITNESS WHEREOF, the Company has executed this Tenet Executive
\nDeferred Compensation and Supplemental Savings Plan as of this ______day of
\n_______________, 2000.<\/p>\n
TENET HEALTHCARE CORPORATION<\/p>\n
By:_________________________________<\/p>\n
Its:_____________________________<\/p>\n
Page 20<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9030],"corporate_contracts_industries":[9435],"corporate_contracts_types":[9539,9542],"class_list":["post-38738","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tenet-healthcare-corp","corporate_contracts_industries-health__hospitals","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38738","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38738"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38738"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38738"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38738"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}