{"id":40401,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-plan-for-non-employee-directors-alliedsignal-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-plan-for-non-employee-directors-alliedsignal-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-plan-for-non-employee-directors-alliedsignal-inc.html","title":{"rendered":"Retirement Plan for Non-Employee Directors &#8211; AlliedSignal Inc."},"content":{"rendered":"<pre>\n                   Retirement Plan for Non-Employee Directors\n                              of AlliedSignal Inc.\n                   ------------------------------------------\n                     (As Amended Effective January 1, 1997)\n\n\n1.      Eligibility\n\n        Each member of the Board of Directors (the 'Board') of AlliedSignal Inc.\n(the 'Corporation') who is not an employee of the Corporation or any of its\nsubsidiaries and who at the time of retirement from the Board, as defined in\nparagraph 6(f), shall have served five years on the Board, the Board of\nDirectors of Allied Corporation (the 'Allied Board'), the Board of Directors of\nThe Signal Companies, Inc. (the 'Signal Board') or the board of directors of any\ncorporation acquired by the Corporation, Allied Corporation ('Allied') or The\nSignal Companies, Inc. ('Signal') if the Director was a non-employee director of\nthe acquired corporation at the time of acquisition (an 'Acquired Corporation\nBoard'), or any combination thereof, as a non-employee director and shall have\nattained at least age 60 (an 'Eligible Director') shall, unless the Eligible\nDirector elects otherwise pursuant to paragraph 6(g), be eligible to receive a\nretirement benefit under the Retirement Plan for Non-Employee Directors of\nAlliedSignal Inc. (the 'Plan'). Notwithstanding the foregoing, an Eligible\nDirector shall not include (a) any individual who becomes a member of the Board\nafter December 31, 1996, or (b) any members of the Board on December 31, 1996\nwho waived their rights to any benefits under the Plan in exchange for the\ncrediting of a lump-sum amount in satisfaction thereof to their accounts under\nthe Deferred Compensation Plan for Non-Employee Directors of AlliedSignal Inc.,\neffective January 1, 1997.\n\n2.      Amount of Benefit\n\n        (a) An Eligible Director who at the time of retirement from the Board\nshall have attained age 70 shall be entitled to receive, for the remainder of\nthe Director's lifetime, a retirement benefit at an annual rate equal to the\nannual Board retainer in effect for non-employee directors of the Board at the\ntime of such retirement.\n\n        (b) An Eligible Director who at the time of retirement from the Board\nshall have attained age 60 but not age 70 shall be entitled to receive, for a\nperiod of time equal to the number of months such Director served as a\nnon-employee director on the Board, the Allied Board, the Signal Board or any\nAcquired Corporation Board, or any combination thereof, a retirement benefit at\nan annual rate equal to the\n\n\n\n\n\n                                     - 2 -\n\n\nannual Board retainer in effect for non-employee directors of the Board at the\ntime of such retirement.\n\n3.      Time of Payment\n\n        (a) Except as otherwise provided in paragraphs 3(b) and 3(c), the\nretirement benefit determined in accordance with paragraph 2 shall be paid to an\nEligible Director commencing upon such Director's retirement from the Board (a\n'Retired Director') in as nearly equal as possible quarterly installments at the\nsame time as quarterly installments of the annual Board retainer are paid to\nnon-employee directors serving on the Board at the time of the payment. If such\npayments are made to current directors more frequently than quarterly, then\namounts due under the Plan shall be paid on such more frequent basis. If an\nEligible Director elects not to receive such payments or a Retired Director\nelects to stop receiving such payments prior to the receipt of all payments due\nunder the Plan, such Director shall so advise the Corporation and may not\nthereafter elect to receive or resume receipt of such payments.\n\n        (b) Each member of the Board may irrevocably elect to receive a lump-sum\npayment of the present value of the retirement benefit, as determined in\naccordance with paragraphs 2 and 3(d), which remains payable, in the event the\nindividual becomes a Retired Director on or before the second anniversary date\nof a Change in Control. Such lump-sum payment shall be made to the Retired\nDirector within the 90-day period following the later of the Change in Control\nor such Director's retirement from the Board. Such election may be made by\nfiling a written notice with the Secretary of the Corporation before a Change in\nControl but not after the later of September 30, 1990 or 30 days after becoming\na member of the Board.\n\n        (c) Each Retired Director may irrevocably elect to receive a lump-sum\npayment of the present value of the retirement benefit, as determined in\naccordance with paragraphs 2 and 3(d), which remains payable, in the event of a\nChange in Control. Such lump-sum payment shall be paid to the Retired Director\nwithin the 90-day period following the Change in Control. A surviving spouse of\na deceased Retired Director may irrevocably elect to receive a lump-sum payment\nof the amount payable to the surviving spouse pursuant to paragraph 5, in the\nevent of a Change in Control. Such election by a Retired Director or by the\nsurviving spouse of a deceased Retired Director may be made by filing a written\nnotice with the Secretary of the Corporation before a Change in Control but not\nafter September 30, 1990.\n\n\n\n\n\n                                     - 3 -\n\n\n        (d) For purposes of determining the present value of a Retired\nDirector's retirement benefit under paragraphs 3(b) and 3(c), and of a surviving\nspouse's benefit under paragraph 5, the Pension Benefit Guaranty Corporation\nimmediate annuity rate and the UP 1984 mortality table in effect immediately\nbefore the Change in Control shall be used.\n\n        (e) For purposes of the Plan, a Change in Control is deemed to occur at\nthe time (i) when any entity, person or group (other than the Corporation, any\nsubsidiary or any savings, pension or other benefit plan for the benefit of\nemployees of the Corporation or its subsidiaries) which theretofore beneficially\nowned less than 30% of the Corporation's Common Stock ('Common Stock') then\noutstanding acquires shares of Common Stock in a transaction or series of\ntransactions that results in such entity, person or group directly or indirectly\nowning beneficially 30% or more of the outstanding Common Stock, (ii) of the\npurchase of shares of Common Stock pursuant to a tender offer or exchange offer\n(other than an offer by the Corporation) for all, or any part of, the Common\nStock, (iii) of a merger in which the Corporation will not survive as an\nindependent, publicly owned corporation, a consolidation, or a sale, exchange or\nother disposition of all or substantially all of the Corporation's assets, (iv)\nof a substantial change in the composition of the Board of Directors during any\nperiod of two consecutive years such that individuals who at the beginning of\nsuch period were members of the Board of Directors cease for any reason to\nconstitute at least a majority thereof, unless the election, or the nomination\nfor election by the stockholders of the Corporation, of each new director was\napproved by a vote of at least two-thirds of the directors then still in office\nwho were directors at the beginning of the period, or (v) of any transaction or\nother event which the Nominating and Board Affairs Committee of the Board or any\nsuccessor thereto ('Committee'), in its discretion, determines to be a Change in\nControl for purposes of the Plan.\n\n4.      Competition\n\n        A Retired Director who receives payment under the Plan, whether in\ninstallments or in a lump sum, shall not engage in any activity in competition\nwith the Corporation's business for the applicable period with respect to which\nthe Retired Director receives such payment pursuant to paragraph 2.\n\n5.      Payments on Death\n\n        In the event of the death of a Retired Director prior to receiving\npayments pursuant to paragraph 3(a) for a period equal to the lesser of (a) the\ntotal number of\n\n\n\n\n\n                                     - 4 -\n\n\nmonths of such Director's service on the Board, the Allied Board, the Signal\nBoard or any Acquired Corporation Board, or any combination thereof, as a\nnon-employee director or (b) 120 months, such Retired Director's surviving\nlawful spouse, if any, will be entitled to such payments for the remainder of\nsuch lesser period or until such spouse's death, whichever occurs first. In the\nevent of a Change in Control, the surviving spouse of a Retired Director shall\nreceive a lump-sum payment of the present value of the amounts which remain\npayable under the preceding sentence, provided that either (i) the surviving\nspouse of a deceased Retired Director made an election pursuant to paragraph\n3(c) or (ii) the Retired Director, had he survived, would have been entitled to\nreceive a lump-sum payment pursuant to either paragraph 3(b) or 3(c). Such\nlump-sum payment shall be paid to the surviving spouse within the 90-day period\nfollowing the Change in Control. Except as set forth herein, nothing in the Plan\nshall create any benefit, cause of action, right of sale, transfer, assignment,\npledge, encumbrance, or other such right in any heirs or the estate of any\nRetired Director. In the event of the death of an Eligible Director prior to\nsuch Director's retirement from the Board, no payments will be due under the\nPlan.\n\n6.      Miscellaneous\n\n        (a) The right to receive any payment under the Plan shall not be\ntransferable or assignable.\n\n        (b) The Corporation shall not be required to set aside funds for the\npayment of its obligations under the Plan.\n\n        (c) The Board may at any time amend or terminate the Plan provided that\nno amendment or termination shall impair the rights of an Eligible Director to\nreceive upon retirement from the Board the payments which would have been made\nto such Director had the Plan not been amended or terminated (based upon such\nDirector's service on the Board, the Allied Board, the Signal Board or any\nAcquired Corporation Board, or any combination thereof, to the date of such\namendment or termination) or the rights of a Retired Director (or such\nDirector's surviving spouse) to receive any remaining payments due under the\nPlan.\n\n        (d) Nothing in the Plan shall be deemed to create any obligation on the\npart of the Board to nominate any Director for reelection by the Corporation's\nshareholders.\n\n        (e) Prior to a Change in Control, the Committee shall interpret the Plan\nand make all determinations deemed necessary or desirable for the Plan's\n\n\n\n\n\n                                     - 5 -\n\n\nimplementation. The determination of the Committee shall be conclusive. The\nCommittee may obtain such advice or assistance as it deems appropriate from\npersons not serving on the Committee. The Senior Vice President responsible for\nHuman Resources or other appropriate officer of the Corporation shall, prior to\nany Change in Control, name as Plan Administrator any person or entity\n(including, without limitation, a bank or trust company). Following a Change in\nControl, the Plan Administrator shall interpret the Plan and make all\ndeterminations deemed necessary or desirable for the Plan's implementation. The\ndetermination of the Plan Administrator shall be conclusive. The Corporation\nshall provide the Plan Administrator with such records and information as are\nnecessary for the proper administration of the Plan. The Plan Administrator\nshall rely on such records and other information as the Plan Administrator shall\nin its judgment deem necessary or appropriate in determining any Director's\neligibility for and amount of retirement benefits under the Plan.\n\n        (f) As used in the Plan, 'retirement from the Board' shall include any\ntermination of service (other than by death) of an Eligible Director except any\ntermination which the Committee or, if applicable, the Plan Administrator\ndetermines to have resulted from gross cause. 'Gross Cause' means fraud,\nmisappropriation of or intentional misconduct damaging to the property or\nbusiness of the Corporation or any of its subsidiaries, or commission of a\ncrime.\n\n        (g) Payments in respect of an Eligible Director under the Plan shall be\nin lieu of any payments based upon service as a non-employee director otherwise\nprovided in respect of such Eligible Director under any other retirement plan or\narrangement of Allied, Signal or any corporation acquired by the Corporation,\nAllied or Signal unless the Eligible Director elects by written notice to the\nSecretary of the Corporation to receive payments under such other plan or\narrangement in lieu of payments under the Plan.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7791],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9539,9550],"class_list":["post-40401","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40401","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=40401"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40401"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40401"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40401"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}