{"id":40417,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/salary-deferral-plan-for-selected-employees-alliedsignal-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"salary-deferral-plan-for-selected-employees-alliedsignal-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/salary-deferral-plan-for-selected-employees-alliedsignal-inc.html","title":{"rendered":"Salary Deferral Plan for Selected Employees &#8211; AlliedSignal Inc."},"content":{"rendered":"<pre>\n\nSalary Deferral Plan for Selected Employees of AlliedSignal Inc. and its\nAffiliates (Career Band 6 and above or employees who occupy positions equivalent\nthereto)\n \n                                                                       Effective\n                                                                          1\/1\/94\n \n\n1. ELIGIBILITY\n \n     Those employees of AlliedSignal Inc. (the 'Corporation') and its affiliates\nwhose positions are evaluated in Career Band 6 and above or who occupy positions\nequivalent  thereto and  who are  designated by  the Management  Development and\nCompensation Committee (the  'Committee'), shall be  eligible to participate  in\nthis  supplemental non-qualified Salary Deferral  Plan for Selected Employees of\nAlliedSignal Inc. and its Affiliates (Career  Band 6 and above or employees  who\noccupy positions equivalent thereto) (the 'Plan').\n \n2. PARTICIPATION\n \n     An eligible employee may become a participant in the Plan (a 'Participant')\nby  filing a timely written deferral  election with the Corporation. Such notice\nshall direct that a portion of the compensation elements described in  paragraph\n3(a) and paragraph 3(b) be credited to an unfunded deferred compensation account\nmaintained  for the  Participant under  the Plan  (the 'Participant  Account' or\n'Account'). A  Participant's  direction  shall become  effective  for  the  next\nsucceeding  pay period  or payment date,  as appropriate, and  shall continue in\neffect until the employee terminates such direction or is no longer eligible  to\nbe  a  Participant.  Any  modification of  a  Participant's  direction  shall be\neffective only with respect to compensation payable with respect to pay  periods\nwhich  begin after  the date  such direction is  received by  the Corporation or\npayment dates which occur later in time, and amounts previously credited to  the\nParticipant's Account shall not be affected.\n \n3. CONTRIBUTIONS TO PARTICIPANT ACCOUNTS\n \n     (a)  Base Annual Salary -- A Participant may, prior to the commencement of\nany pay period, elect to defer an aggregate amount of base annual salary,\nexclusive of any bonus or any other compensation  or allowance  paid or  payable\nby the Corporation or its affiliates  (the 'Base Annual  Salary'). The amount\ndeferred under  this paragraph 3(a) shall not be  greater than fifty percent\n(50%) of the Participant's Base Annual Salary for such pay period.\n \n     (b) Incentive Awards -- A Participant may, to the extent that the\nAlliedSignal Inc. Incentive Compensation Plan For\n \n                                       2\n \n\nExecutive Employees (the 'Incentive  Plan') permits deferrals  of  an  incentive\naward  (the  'Incentive  Award')  payable thereunder, elect  to  defer an amount\nnot greater than  one hundred percent  of such  Incentive  Award. Any amount  so\ndeferred shall  be deemed  to be deferred under  this  Plan  but shall,  to  the\nextent the provisions of the Incentive Plan are not inconsistent with this Plan,\notherwise be subject  to the terms of the  Incentive  Plan.  Any  deferral of an\nIncentive Award shall be made by filing an appropriate written deferral election\nwith the  Corporation  not  later  than  ninety days  prior  to the  end of  the\nperformance  period with  respect to  which the Incentive Award is payable.\n \n     (c) Deferral Amounts -- All amounts determined under this paragraph 3 which\nare the subject of a written   deferral election (the 'Deferral Amounts') shall,\nin  accordance  with  the  relevant  Participant  direction,  be  credited  to a\nParticipant Account maintained under  the Plan on the  same day the Base  Annual\nSalary or Incentive Award would otherwise have been payable.\n \n4. DEFERRAL REQUIREMENTS\n \n     Amounts  may be  deferred under  this Plan  for a  minimum period  of three\nyears. No amount  shall be  withdrawn from a  Participant Account  prior to  the\nearlier of: three years following the last day of the calendar year in which the\namount  is credited to the Participant Account; the date the Participant reaches\nnormal retirement age and is eligible to receive a benefit under a pension  plan\nof the Corporation or one of its affiliates; the date of Participant's death; or\nthe  date the Participant ceases to be employed by the Corporation or any of its\naffiliates.\n \n5. INTEREST EQUIVALENTS\n \n     Deferral Amounts  shall accrue  additional amounts  equivalent to  interest\n('Interest Equivalents'), compounded daily, from the date the Deferral Amount is\ncredited  to  the  Account  to  the date  of  distribution.  A  single  rate for\ncalculating Interest  Equivalents  shall be  established  by the  Committee,  in\nits  sole discretion, for all Deferral  Amounts credited to Participant Accounts\nin each calendar year.  The rate established by  the Committee shall not  exceed\nthe  greater of (i) 10% or  (ii) 200% of the 10-year  U.S. Treasury Bond rate at\nthe time of  determination. Such  Interest Equivalents, once  established for  a\ncalendar  year,\n \n                                       3\n \n\nshall remain in effect with respect to Deferral Amounts credited to Participant\nAccounts during that calendar year until the Deferral Amounts are  distributed.\n \n6. PARTICIPANT ACCOUNTS\n \n     All amounts credited to  a Participant's Account  pursuant to paragraphs  3\nand  4  shall  be  unfunded  general  obligations  of  the  Corporation,  and no\nParticipant shall have any  claim to or  security interest in  any asset of  the\nCorporation on account thereof.\n \n7. DISTRIBUTION FROM ACCOUNTS\n \n     At  the time a Participant  makes an election pursuant  to paragraph 3, the\nParticipant shall also make an election with respect to the distribution of  the\nDeferral  Amounts and Interest Equivalents accrued thereon which are credited to\nthe Participant's Account pursuant to such election. A Participant may elect  to\nreceive   such  distribution  in  one  lump-sum   payment  or  in  a  number  of\napproximately equal annual payments (provided the payment period may not include\nmore than  fifteen such  installments). The  lump-sum or  the first  installment\nshall be paid as soon as practicable during the month of January of the calendar\nyear designated by the Participant. Except as otherwise provided in paragraphs 8\nand  9, all installment payments following the initial installment payment shall\nbe paid in  cash as  soon as  practicable during the  month of  January of  each\nsucceeding  calendar year until the entire amount in the Account shall have been\npaid.\n \n8. DISTRIBUTION ON DEATH\n \n     If  a  Participant  should   die  before  all   amounts  credited  to   the\nParticipant's Account have been distributed, the balance in the Account shall be\npaid as soon as practical thereafter to the beneficiary designated in writing by\nthe  Participant.  Payments to  a  beneficiary pursuant  to  a designation  by a\nParticipant shall be  in such  form as  the Participant  shall elect,  including\nperiodic  payments as described in  paragraph 7, but in  the absence of any such\nelection, the  payment  shall  be  made  in  one  lump  sum  to  the  designated\nbeneficiary  as soon as practicable following the death of the Participant. Such\nbeneficiary designations shall  be effective when  received by the  Corporation,\nand  shall remain in effect until rescinded or\n \n                                       4\n \n\nmodified  by  the  Participant  by   an  appropriate  written  direction.  If no\nbeneficiary is properly designated by  the  Participant  or  if  the  designated\nbeneficiary   shall   have  predeceased  the  Participant,  such  balance in the\nAccount  shall be  paid to the  estate of  the Participant.\n \n9. CHANGE IN CONTROL\n \n     (a) Initial Lump Sum Election -- Notwithstanding any election made pursuant\nto paragraph 7, a Participant may file a written election with the Corporation\nto have the Deferral Amounts and Interest Equivalents accrued thereon which  are\ncredited thereafter to the Participant's Account paid in one lump-sum payment as\nsoon as practicable following a Change in Control, but in no event later than 90\ndays after such Change in Control.\n \n     (b)  Revocation of Lump-Sum Election -- A Participant may revoke an\nelection made pursuant to paragraph 9(a) by filing an appropriate written notice\nwith the Corporation. A revocation notice filed pursuant to this paragraph 9(b)\nshall be effective with  respect to  Deferral Amounts  and Interest  Equivalents\naccrued thereon which are credited thereafter to the Participant's Account.\n \n     (c) Limitation on Elections -- Any election made pursuant to paragraphs\n9(a) or 9(b) shall not be effective unless filed with the Corporation at least\n90 days prior to a Change in Control.\n \n     (d) Definition of Change in Control -- For purposes of the Plan, a Change\nin Control is deemed to occur at  the time (i)  when any entity, person or group\n(other than the Corporation, any subsidiary or savings, pension or other benefit\nplan for the benefit of employees of the Corporation or its subsidiaries)  which\ntheretofore  beneficially owned less than 30%  of the Corporation's common stock\n(the 'Common  Stock') then outstanding, acquires  shares of  Common Stock  in  a\ntransaction  or a series of transactions that  results in such entity, person or\ngroup directly or indirectly owning beneficially 30% or more of the  outstanding\nCommon Stock, (ii) of the purchase of Common Stock pursuant to a tender offer or\nexchange offer (other than an offer by the Corporation) for all, or any part of,\nthe  Common Stock ('Offer'), (iii) of a merger in which the Corporation will not\nsurvive as an independent, publicly owned corporation, a consolidation, a  sale,\nexchange  or other disposition of all  or substantially all of the Corporation's\nassets, (iv) of a substantial change\n \n                                       5\n\nin the composition of the Board during  any period of two consecutive years such\nthat individuals who  at the beginning of such period were  members of the Board\ncease  for any reason  to constitute  at least a majority  thereof,  unless  the\nelection,  or the nomination for election by the shareowners of the Corporation,\nof  each  new  director  was  approved  by  a vote of at least two-thirds of the\ndirectors  then  still  in  office  who  were  directors at the beginning of the\nperiod, or (v)  of any  transaction  or  other event which the Committee, in its\nsole discretion, determines to be a Change in Control  for purposes of the Plan.\n \n10. MISCELLANEOUS\n \n     (a)  No Alienation of Benefits -- Except insofar as may otherwise be\nrequired by law, no amount payable at any time  under the Plan shall  be subject\nin  any manner  to alienation  by anticipation, sale,  transfer, assignment,\nbankruptcy, pledge, attachment, charge,  or encumbrance  of any kind  nor in any\nmanner be subject to the debts or liabilities of any person and any attempt to\nso alienate or subject any such amount, whether presently or thereafter payable,\nshall be void. If any person shall attempt to, or shall alienate, sell,\ntransfer, assign, pledge, attach, charge, or otherwise encumber any amount\npayable under the Plan, or any part thereof, or if by reason of such person's\nbankruptcy or other event happening  at any such  time such amount would be made\nsubject to the person's debts or liabilities or would otherwise not be enjoyed\nby that person, then  the Corporation,  if it so elects, may direct  that such\namount be withheld and that same or any  part thereof  be paid  or applied  to\nor  for the  benefit of  such person,  the person's spouse, children  or other\ndependents, or  any of them, in such manner and proportion as the Corporation\nmay deem proper.\n \n     (b) No Right or Interest in Corporation's Assets -- Neither the Corporation\nnor  any of its Affiliates  shall be required to  reserve or otherwise set aside\nfunds for the payment  of obligations arising under  this Plan. The  Corporation\nmay,  in its  sole discretion,  establish funds,  segregate assets  or take such\nother action  as it  shall  determine necessary  or  appropriate to  secure  the\npayment  of its obligations  arising under this  Plan. Nothing contained herein,\nand no action taken pursuant to the  provisions of this Plan shall create or  be\nconstrued to create a trust of any kind, or a fiduciary relationship between the\nCorporation  and any  Participant or  any other person.  To the  extent that any\nperson acquires a right to receive\n \n                                       6\n\npayments under this Plan, such right shall be no  greater than  the  right of an\nunsecured creditor of the Corporation.\n \n     (c) Administration -- The Corporation shall have sole discretion and\nauthority to administer the Plan, including the  authority  to  interpret  its\nterms, promulgate  regulations thereunder, determine eligibility  to participate\nin the Plan and make any finding of  fact which  may be  necessary to  determine\nthe obligation of the Plan with respect to the payment of benefits.\n \n     (d) Amendment -- The Corporation may amend, modify or terminate the Plan at\nany time, or from time  to time; provided, however, that  no change to the  Plan\nshall  impair the right of any Participant with respect to amounts then credited\nto an Account.\n \n     (e) Accounting -- Each Participant shall receive periodic statements (not\nless frequently than annually) setting forth the cumulative Deferral Amounts and\nInterest  Equivalents credited to, and any distributions from, the Participant's\nAccount.\n \n     (f) Facility of Payments -- If the  Corporation shall find that any person\nto whom any amount is payable under the Plan  is unable to  care for  his or her\naffairs because of illness  or accident, or  is a minor, or  has died, then  any\npayment due the person or the person's estate (unless a prior claim therefor has\nbeen  made by a duly appointed legal representative), may, if the Corporation so\nelects in  its sole  discretion, be  paid to  the person's  spouse, a  child,  a\nrelative,  an institution  having custody  of such  person, or  any other person\ndeemed  by  the  Corporation  to  be  a  proper  recipient  on  behalf  of  such\nperson  otherwise  entitled to  payment. Any  such payment  shall be  a complete\ndischarge of the liability of the Corporation and the Plan therefor.\n \n     (g) Governing Law -- The Plan is intended to constitute an unfunded\ndeferred compensation  arrangement for a select group of management or highly\ncompensated personnel and  all rights  thereunder  shall be  governed  by and\nconstrued  in accordance with the laws of New York.\n \n                                       7\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":[9539,9542],"class_list":["post-40417","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40417","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=40417"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40417"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40417"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40417"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}