\n 55 57.9
\n 56 63.5
\n 57 69.4
\n 58 75.2
\n 59 80.8
\n 60 86.7
\n 61 93.3
\n 62 100.0
\n 63 100.0
\n 64 100.0
\n ==== ========
\n<\/c><\/s><\/table>\n *Prorated for intermediate ages computed to the nearest whole month<\/p>\n
Provided, however, that in the case of an Employee retiring under this
\nSection 4.05B who is employed or becomes employed by any company other than the
\nCorporation, payment of his monthly retirement benefit provided under Section
\n4.05B shall not be made for any month during which he is so employed by any
\ncompany other than the Corporation prior to the first day of the month next
\nfollowing his 65th birthday, unless the Committee approves such payment
\nannually.<\/p>\n
C. Except as otherwise provided in Section 4.15 below, an Employee who
\n retires under an employment contract, and who on his retirement date has
\n not attained age 55, shall be entitled to receive under this Plan,
\n commencing on the first day of the month next following his Normal
\n Retirement Date, an Incentive Compensation Retirement Benefit in a
\n monthly amount calculated as described in Section 4.01 A.<\/p>\n
28<\/p>\n
30<\/p>\n
D. Notwithstanding any other contrary provision, each of the benefits
\n described in Sections 4.05A, B, and C above shall be reduced by the
\n amount of any Additional Retirement Benefit of an Employee.<\/p>\n
4.06 Except as otherwise provided in Section 4.15 below, an Employee whose
\nemployment terminates under the SERP, or for purposes of the Incentive
\nCompensation Retirement Benefits also under the Chrysler Canada Ltd. Salaried
\nEmployees’ Retirement Plan otherwise than by death or retirement shall be
\nentitled to receive under this Plan a deferred retirement benefit equal to the
\nexcess of (i) the sum of (1) any Incentive Compensation Retirement Benefit for
\nwhich he is eligible as provided in Section A below, and (2) any ERISA Excess
\nRetirement Benefit for which he is eligible as provided in Section B below over
\n(ii) any Additional Retirement Benefit for which he is eligible as provided in
\nSection C below, subject to the provisions of Sections D and E below.<\/p>\n
A. If he has 5 years or more of Credited Service at the date his
\n employment terminates and (i) his employment terminated other than
\n because of discharge for cause or resignation to work for a
\n competitor or (ii) his employment terminated because of discharge
\n for cause, or resignation to work for a competitor and, in either
\n case, the Committee approves vesting of the terminated Employee’s
\n accrued Incentive Compensation Retirement Benefit, he shall be
\n entitled to receive Incentive Compensation Retirement Benefits in a
\n monthly amount calculated as described in Section 4.01A. Any
\n non-vested Incentive Compensation Retirement Benefits are forfeited. <\/p>\n
29<\/p>\n
31<\/p>\n
Notwithstanding the preceding provisions of this Subsection A.(a) all
\n Incentive Compensation Retirement Benefits accrued as of December 31,
\n 1993 shall be fully vested as of such date in respect to Band 96 and
\n above employees who are actively at work and who have five or more
\n years of Credited Service as of such date and (b) all Incentive
\n Compensation Retirement Benefits accrued as of January 1, 1994 shall
\n be fully vested as of such date in respect to employees below Band 96
\n who are actively at work and who have five or more years of Credited
\n Service as of such date.<\/p>\n
B. The deferred age 65 ERISA Excess Retirement Benefit he shall
\n be entitled to receive shall be a monthly amount equal to the excess
\n of (i) the deferred retirement benefit calculated under the
\n provisions of Section 4.06 of the SERP without regard to the benefit
\n limitations contained in section 415(b)(1) and\/or Section 415(e) of
\n the Internal Revenue Code, as amended, over (ii) the deferred
\n retirement benefit payable under SERP because of such limitation. <\/p>\n
C. The amount of any Additional Retirement Benefit of an
\n Employee shall be as defined in Section 2.04.<\/p>\n
D. Any deferred retirement benefits under this Section 4.06
\n except as otherwise provided below in Subsection D, shall be a
\n monthly pension commencing as of the first day of the first month
\n after the Employee attains age 65 in the full unreduced amount for
\n which he is eligible under this Section 4.06.<\/p>\n
30<\/p>\n
32<\/p>\n
E. Deferred retirement benefits paid to a terminated Employee may, if
\n such Employee makes written application, begin prior to age 65 (but
\n in no event earlier than the month the terminated Employee attains
\n age 60) on a reduced Actuarial Equivalent basis but shall not be paid
\n for any month prior to age 65 in which the terminated Employee is
\n employed by any company other than the Corporation, unless the
\n Committee approves such payment annually, or is employed
\n by any competing firm, as determined by the Committee.<\/p>\n
4.07<\/p>\n
A. If a retired Employee who has commenced receiving retirement benefits under
\nthis Plan is reemployed on or after the effective date of the Plan he shall
\ncontinue to receive during such reemployment the retirement benefits to which
\nhe is otherwise entitled (taking into account the provisions of Section 4.15
\nbelow), provided, however, that such reemployment shall not result in the
\naccrual of any additional benefits under the Plan.<\/p>\n
B. If a former Employee eligible for a deferred retirement benefit under
\n this Plan, who has not yet commenced receiving such benefit, is
\n reemployed, then his eligibility therefore shall cease and the accrued
\n retirement benefit, if any, he had at the date his employment terminated
\n (taking into account the provisions of Section 4.15 below) shall be
\n reinstated.<\/p>\n
C. If a former employee whose employment had terminated as a result of
\n resignation or discharge is subsequently reemployed, the Committee may,
\n at its discretion, reinstate all or apart of any Incentive Compensation
\n Retirement Benefit <\/p>\n
31
\n 33<\/p>\n
that had been previously forfeited pursuant to provisions of Section 4.06
\n of this Plan. <\/p>\n
4.08 Except as otherwise provided in Section 4.15 below, a retired
\nEmployee who on the date of his retirement was an elected officer of Chrysler
\nCorporation and who retired under Section 4.01, 4.02, 4.03, 4.04, or 4.05 of
\nthe SERP shall be entitled to receive under this Plan, commencing on January 1,
\n1986, a Post Retirement Supplemental Benefit which shall be a monthly amount
\nequal to the excess of (i) the highest Basic Pension Rate in effect on January
\n1, 1986 under the Chrysler Pension Plan for employees who retired when the
\nEmployee retired over (ii) the highest Basic Pension Rate in effect under the
\nChrysler Pension Plan on the date the Employee retired, multiplied by the
\nEmployee’s years of Credited Service.<\/p>\n
4.09 Except as otherwise expressly provided in Section 4.15 below, no
\nEmployee shall be entitled to retirement benefits under this Plan except as set
\nforth in Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.08 and 4.12, of this Plan,
\nand no Employee shall have any vested right under the Plan except such rights,
\nif any, as may accrue to him under Section 4.06 or Section 4.12. At his Normal
\nRetirement Date, he shall not be entitled to receive any retirement benefits
\npayable to him pursuant to the terms hereof until his subsequent retirement.
\nAt that time he shall be entitled to receive a monthly retirement benefit
\ncommencing on the first day of the month next following the date of his
\nretirement in the amount computed as provided in Section 4.01 (but adjusted as
\nprovided in Section 4.15 below).<\/p>\n
32<\/p>\n
34<\/p>\n
4.10 Except as otherwise provided in Section 4.15 below, an Employee who
\nperforms any service after December 31, 1987 shall be entitled to have both his
\nSalary and service taken into account for purposes of calculating his
\nretirement benefit under this Plan, irrespective of whether such service occurs
\nbefore or after the Employee’s Normal Retirement Date.<\/p>\n
4.11 Except as otherwise provided in Section 4.15 below, a Special
\nIncentive Compensation Benefit is payable, prior to retirement under the
\nSalaried Employees’ Retirement plan, to those entitled to a Special Leave of
\nAbsence benefit pursuant to the first paragraph of Section 1.01E who would, if
\nthey were retired, be entitled to an Incentive Compensation Retirement Benefit
\nunder this Article IV. The Special Incentive Compensation Benefit shall be
\ncalculated and paid in the same manner as the Incentive Compensation Retirement
\nBenefit under this Article IV. <\/p>\n
4.12 Notwithstanding any other provisions hereof, upon the occurrence of
\na ‘Change in Control’ (as defined in Section 4.13), each Employee who has
\nparticipated in the Plan with respect to the Incentive Compensation Retirement
\nBenefit shall be vested in his accrued Incentive Compensation Retirement
\nBenefit (reduced to reflect receipt by such Employee of an Additional
\nRetirement Benefit and\/or an Annuity and Supplemental Payment in respect of all
\nor any portion thereof). If the employment of any such Employee by the
\nCorporation is terminated by the Corporation without ’cause’ (as defined below)
\nwithin the two-year period immediately following a Change in Control, the
\nCorporation shall pay such Employee, within ten (10) days of such termination,
\nthe Commuted Value of his adjusted Incentive Compensation Retirement <\/p>\n
33<\/p>\n
35<\/p>\n
Benefit, calculated as described in Section 4.01A (and adjusted in accordance
\nwith Section 4.01C and 4.15) and as if payment of such monthly retirement
\nbenefit were to commence on the first day of the month next following the later
\nof his termination date or the date he attains age 65. The Commuted Value shall
\nbe determined for this purpose by using the interest rate set forth in Appendix
\nA to this Plan. Cause, for purposes of this Section 4.12, shall mean the
\nwillful engaging by the Employee in conduct which is demonstrably injurious to
\nthe Corporation, monetarily or otherwise.<\/p>\n
4.13 ‘Change in Control’ shall mean a change in control of Chrysler
\nCorporation, which shall be deemed to have occurred if the conditions set forth
\nin any one of the following paragraphs shall have been satisfied:<\/p>\n
A. Any Person (defined below) shall become the Beneficial Owner (defined
\n below) of securities of Chrysler Corporation representing 20% or more of
\n the combined voting power of Chrysler Corporation’s then outstanding
\n securities (unless the event causing the 20% threshold to be crossed is
\n an acquisition of securities directly from Chrysler Corporation);<\/p>\n
B. During any period of two consecutive years beginning after June 7,
\n 1990, individuals who at the beginning of such period constitute the
\n Board of Directors of Chrysler Corporation and any new director (other
\n than a director designated by a Person who has entered into an agreement
\n with Chrysler Corporation to effect a transaction described in paragraph
\n A, C or D of this Change in Control definition) whose election or
\n nomination for election was approved by a vote of at least two-thirds of
\n the directors then in office <\/p>\n
34
\n 36<\/p>\n
who either were directors at the beginning of such two year period or
\n whose election or nomination for election was previously so approved,
\n cease for any reason to constitute a majority of the Board of Directors;<\/p>\n
C. The stockholders of Chrysler Corporation approve a merger or
\n consolidation of Chrysler Corporation (other than a merger or
\n consolidation which would result in the voting securities of Chrysler
\n Corporation outstanding immediately prior to such merger or consolidation
\n continuing to represent (either by remaining outstanding or by being
\n converted into voting securities of the entity surviving such merger or
\n consolidation), in combination with voting securities of Chrysler
\n Corporation or such surviving entity held by a trustee or other fiduciary
\n pursuant to any employee benefit plan of Chrysler Corporation or such
\n surviving entity of any subsidiary of Chrysler Corporation or such
\n surviving entity, at least 80% of the combined voting power of the
\n securities of Chrysler Corporation or such surviving entity outstanding
\n immediately after such merger or consolidation); or<\/p>\n
D. The stockholders of Chrysler Corporation approve a plan of complete
\n liquidation or dissolution of Chrysler Corporation or an agreement for the
\n sale or disposition by Chrysler Corporation of all or substantially all of
\n Chrysler Corporation’s assets. <\/p>\n
The following terms, as used in this Change in Control
\n definition, shall have the meanings stated below: <\/p>\n
“Beneficial Owner”, with respect to any securities, means any Person
\n who, directly or indirectly, has the right to vote <\/p>\n
35<\/p>\n
37<\/p>\n
or dispose of such securities or otherwise has “Beneficial Ownership” of
\n such securities (within the meaning of Rule 13d-3 under the Securities
\n Exchange Act of 1934, as amended (the ‘Exchange Act’)), pursuant to any
\n agreement, arrangement or understanding (whether or not in writing);
\n provided however, that (i) a Person shall not be deemed the Beneficial
\n Owner of any security as a result of an agreement, arrangement or
\n understanding to vote such security (x) arising solely from a revocable
\n proxy or consent given in response to a public proxy or consent
\n solicitation made pursuant to, and in accordance with, the Exchange Act
\n and the applicable rules and regulations thereunder or (y) made in
\n connection with, or to otherwise participate in, a proxy or consent
\n solicitation made, or to be made, pursuant to, and in accordance with, the
\n applicable provisions of the Exchange Act and the applicable rules and
\n regulations thereunder, in either case described in clause (x) or clause
\n (y) above, whether or not such agreement, arrangement or understanding is
\n also then reportable by such Person on Schedule 13D under the Exchange Act
\n (or any comparable or successor report), and (ii) a Person engaged in
\n business as an underwriter of securities shall not be deemed to be the
\n Beneficial Owner of any securities acquired through such Person’s
\n participation in good faith in a firm commitment underwriting until the
\n expiration of forty days after the date of such acquisition.<\/p>\n
“Person” shall have the meaning ascribed to such term in Section
\n 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the
\n Exchange Act, provided, however, that <\/p>\n
36
\n 38<\/p>\n
Person shall not include (i) Chrysler Corporation, any subsidiary of
\n Chrysler Corporation or any other Person controlled by Chrysler
\n Corporation, (ii) any trustee or other fiduciary holding securities under
\n any employee benefit plan of Chrysler Corporation or any subsidiary of
\n Chrysler Corporation, or (iii) a corporation owned, directly or
\n indirectly, by the stockholders of Chrysler Corporation in substantially
\n the same proportions as their ownership of securities of Chrysler
\n Corporation. <\/p>\n
4.14 Notwithstanding any other provision of this Article IV or of this
\nPlan, a Salaried Employee who retires prior to age 55 pursuant to provisions of
\nthe Chrysler Canada, Ltd. Salaried Employees’ Retirement Plan, shall be
\nconsidered an employment termination rather than a retirement for purposes of
\ndetermining the nature, amount, and timing of any benefits to which he may be
\nentitled under this Plan.<\/p>\n
4.15 A. Notwithstanding anything else contained in the Plan to the
\ncontrary, the Corporation may at any time, and from time to time, substitute an
\nindividual annuity contract or an interest in a group annuity contract meeting
\nthe terms and conditions of this Section 4.15 (an “Annuity”) for all or any
\nportion of the benefits of any Employee, any class of Employees or all
\nEmployees accrued under this Article IV as of a date (the “Calculation Date”)
\ndetermined by the committee of the Board then responsible for the compensation
\nof officers of the Corporation (the “Board Committee”) in its sole discretion.
\nThe amount payable in respect of any Employee under such Annuity shall (i) be
\nbased on the Employee’s service completed and compensation earned through the
\nCalculation <\/p>\n
37<\/p>\n
39<\/p>\n
Date or such earlier date as may be specified by the Board Committee (the
\n“Applicable Service and Compensation”) and (ii) be, on a net after tax basis (as
\ndetermined pursuant to this Section 4.15), substantially the same amount that he
\nor she would have received under Article IV hereof, based on the Applicable
\nService and Compensation. For purposes of the immediately preceding sentence,
\nthe amount payable to the Employee on a net after tax basis shall be determined
\nassuming that (i) all amounts that would have been payable under Article IV
\nwould have been taxable at the Tax Rate, (ii) all taxable income received by the
\nEmployee from the Annuity (i.e., all amounts in excess of the Employee’s return
\nof basis, as determined by applying the exclusion ratio determined under Section
\n72 of the Internal Revenue Code (or any successor section thereon)) is taxable
\nat the Adjusted Tax Rate, and (iii) for purposes of determining the effect of
\nany state, local or foreign tax, at the time the Employee would receive any
\nretirement income, whether under Article IV hereof or pursuant to the terms of
\nthe Annuity, such Employee will be deemed to reside in the same jurisdiction as
\nit used to determine the Tax Rate for such Employee. The remaining terms and
\nconditions applicable to such Annuity, or the receipt thereof, shall be
\ndetermined by the Committee and communicated by the Corporation to the Employee
\nat such time and in such manner as the Committee shall determine, but subject
\nto any disclosure requirements under applicable law.<\/p>\n
B. Except as otherwise provided in this Section 4.15 or as required under
\napplicable law, the retirement income payable pursuant to an Annuity shall be
\npayable on substantially the same terms and <\/p>\n
38<\/p>\n
40<\/p>\n
conditions as set forth in Article VI as in effect on the corresponding
\nCalculation Date. <\/p>\n
C. Notwithstanding the purchase of any Annuity pursuant to Section 4.15A,
\nunless the Committee otherwise determines, the death benefits described in
\nArticle V hereof shall continue to be provided pursuant to any such Annuity.
\nNothing in the Section 4.15C shall be construed to obligate the Corporation,
\nfollowing the purchase of an Annuity, to pay under this Plan any survivor
\nbenefits payable under Article VI with respect to the Applicable Service and
\nCompensation used to calculate the benefits payable under such an Annuity.<\/p>\n
D. Notwithstanding the provisions of Article VI, no Annuity shall permit an
\nEmployee to surrender such Annuity and receive a lump sum payment equal to the
\ncash value of the Annuity, provided, however, that the Board Committee (or its
\ndelegate) may offer to any or every Employee the opportunity to receive, in
\nlieu of an Annuity, a lump sum distribution equal to the present value of such
\nEmployee’s retirement benefits accrued as of the applicable Calculation Date
\nunder Article IV, or under Section 1.01C (Post Retirement Supplemental
\nBenefit) or Section 1.01D (American Motors Supplemental Pension Plan Benefit)of
\nArticle I, determined on a basis and using such assumptions as the Board
\nCommittee (or its delegate) shall determine.<\/p>\n
E. If the Board Committee elects to distribute retirement benefits in the form
\nof an Annuity to, or permit a lump sum option to be exercised by, any Employee
\nor class of Employees pursuant to this Section 4.15, the Board Committee shall
\nnot be obligated or otherwise required to provide an Annuity or a lump sum to
\neach <\/p>\n
39
\n 41<\/p>\n
Employee or to all similarly situated Employees. Moreover, the distribution of
\nan Annuity or lump sum with respect to accrued benefits on one or more
\noccasions shall not obligate the Corporation to make such a distribution with
\nrespect to benefits accrued thereafter. To the extent an Employee does not
\nreceive retirement benefits in the form of an Annuity or a lump sum pursuant to
\nthis Section 4.15, the retirement benefits for such Employee shall continue to
\nbe determined in accordance with the terms of the Plan other than this Section
\n4.15.<\/p>\n
F. Subject to the conditions of this Section 4.15, if the Board Committee
\ndetermines that, in lieu of a distribution of retirement benefits accrued under
\nArticle IV thereof, an Employee shall receive an Annuity pursuant to this
\nSection 4.15, it shall also direct the Corporation to make a supplemental
\npayment, which may be provided under the Plan, to each such Employee in an
\namount equal to the amount of the applicable income and employment taxes, if
\nany, payable in respect of the distribution of the Annuity, calculated assuming
\nthat an employee pays such taxes at the Tax Rate (the “Supplemental Payment”).
\nIn no event shall a Supplemental Payment be made to any Employee who received a
\nlump sum payment in lieu of an Annuity pursuant to Section 4.15D hereof.
\nPayment of an Annuity and a Supplemental Payment, shall be in lieu of, and in
\nfull and complete substitution for the Employee’s rights hereunder (other than
\nwith respect to the death benefits described in Article V) in respect of all
\nbenefits accrued under Article IV as of the corresponding Calculation Date
\nas to which the Annuity pertains. Any Employee who, after receiving a
\nSupplemental Payment pursuant to this Section 4.15F, objects to the
\ndistribution of the Annuity <\/p>\n
40
\n 42<\/p>\n
or asserts a claim against the Corporation by reason of his or her participation
\nin the Plan for any retirement benefits or any other amounts in respect of the
\nApplicable Service and Compensation used in calculating the amount of such
\nAnnuity shall be obligated to return to the Corporation the amount of such
\nSupplemental Payment, plus interest thereon, compounded annually at 120% of the
\nlong-term “Applicable Federal Rate” (as defined in Section 1274(d) of the
\nInternal Revenue Code) in effect on the date such Supplemental payment was made.<\/p>\n
ARTICLE V. DEATH BENEFITS<\/p>\n
5.01 If a former Employee dies (a) on or after the date of his retirement
\nunder the SERP, or for purposes of the Incentive Compensation Retirement
\nBenefits also under the Chrysler Canada Ltd. Salaried Employees’ Retirement
\nPlan in the case of a former Employee who retired under any of such plans, or
\n(b) on or after the date his employment terminated, in the case of a former
\nEmployee whose employment terminated otherwise than by retirement under the
\nSERP, or for purposes of the Incentive Compensation Retirement Benefit also
\nunder the Chrysler Canada Ltd. Salaried Employees’ Retirement Plan, and who was
\neligible for a deferred retirement benefit under Section 4.06 at the time of
\nsuch termination, and if in either such case no election under Section 6.04 was
\nin effect for such former Employee at the time of his death, then in any such
\ncase the Beneficiary of any such former Employee shall be entitled to receive
\nunder this Plan (i) any Incentive Compensation Death Benefit for which he was
\neligible as a former Employee as provided in Subsection A below, (ii) any ERISA
\nExcess Death Benefits for which he was eligible as provided in <\/p>\n
41<\/p>\n
43<\/p>\n
Subsection B below, and (iii) any Modified Special Early Retirement Program
\nDeath Benefit, for which he was eligible as provided in Subsection C below.<\/p>\n
A. The Incentive Compensation Death Benefit of such a former Employee
\n shall be: <\/p>\n
1. If at the time of his death the former Employee
\n was receiving an Incentive Compensation Retirement Benefit
\n (whether due to retirement or termination of employment) or if
\n commencement of receipt of an Incentive Compensation
\n Retirement Benefit was deferred as provided in Section 6.03,
\n an amount equal to the Commuted Value of any unpaid guaranteed
\n payments of the Incentive Compensation Retirement Benefit.<\/p>\n
B. The ERISA Excess Death Benefit of such a former Employee shall be:<\/p>\n
1. If at the time of his death he was receiving an
\n ERISA Excess Retirement Benefit (whether due to retirement or
\n termination of employment) or if commencement of receipt of an
\n ERISA Excess Retirement Benefit was deferred as provided in
\n Section 6.03, an amount equal to the Commuted Value of any
\n unpaid guaranteed payments of the ERISA Excess Retirement
\n Benefit. <\/p>\n
2. If he was entitled to an ERISA Excess Retirement
\n Benefit under Section 4.06B and if he dies prior to <\/p>\n
42<\/p>\n
44<\/p>\n
the date payment of such ERISA Excess Retirement Benefit
\n commences, and <\/p>\n
a. If such ERISA Excess Retirement
\n Benefit includes a monthly amount of contributory
\n retirement benefit as provided for under the provisions
\n of either or both of Section(s) 4.06A of the SERP, or
\n 1.01B of this Plan, his ERISA Excess Death Benefit based
\n on such contributory retirement benefit shall be in an
\n amount equal to 100 times the amount of such monthly
\n benefit, and<\/p>\n
b. If such ERISA Excess Retirement Benefit includes a
\n monthly amount of the SERP non-contributory retirement
\n benefit calculated under the provisions of Section
\n 4.06B of the SERP, his ERISA Excess Death Benefit based
\n on such non-contributory retirement benefit shall be in
\n an amount equal to the Commuted Value of the 120
\n monthly payments of such benefit that he would have
\n received under the Plan had he elected to receive
\n immediate payment of benefits commencing on the date
\n immediately preceding the date of his death.<\/p>\n
C. The Modified Special Early Retirement Program Death Benefit of such a
\n former Employee shall be:<\/p>\n
1. An amount equal to the Commuted Value of the
\n remainder of 120 guaranteed monthly payments for the
\n contributory and non-contributory Supplementary <\/p>\n
43<\/p>\n
45<\/p>\n
Minimum Benefit to which the Employee is entitled pursuant to
\n Section 1.01E of this Plan and\/or<\/p>\n
2. An amount equal to the Commuted Value of the
\n remainder of 120 guaranteed monthly payments for the
\n contributory and non-contributory Special Leave of Absence
\n Benefit (excluding, however, monthly payments under the
\n Pension Plan which shall not be guaranteed) to which the
\n Employee is entitled pursuant to Section 1.01E of this Plan.<\/p>\n
5.02 If an Employee dies while participating in the SERP, or for purposes
\nof the Incentive Compensation Retirement Benefits also under the Chrysler
\nCanada Ltd. Salaried Employees’ Retirement Plan and after his Normal Retirement
\nDate and if he is not deemed to have made the election provided in Section
\n6.05, his Beneficiary shall be entitled to receive the sum of (i) any Incentive
\nCompensation Death Benefit for which the Employee was eligible as provided in
\nSubsection A and (ii) any ERISA Excess Death Benefit for which the Employee was
\neligible as provided in Subsection B below.<\/p>\n
A. The Incentive Compensation Death Benefit of such an Employee shall be
\n an amount equal to the Commuted Value of 120 monthly payments of the
\n monthly Incentive Compensation Retirement Benefit which would have been
\n payable to the Employee if he had retired under the Plan on the date of
\n his death. <\/p>\n
B. The ERISA Excess Death Benefit of such an Employee shall be an amount
\n equal to the Commuted Value of 120 monthly payments of the monthly ERISA
\n Excess Retirement Benefit that <\/p>\n
44<\/p>\n
46<\/p>\n
he would have received under the Plan had he retired on the date of his
\n death. <\/p>\n
5.03 If an Employee dies while participating in the SERP, or for purposes
\nof the Incentive Compensation Retirement Benefit also under the Chrysler Canada
\nLtd. Salaried Employees’ Retirement Plan and on or prior to his Normal
\nRetirement Date, his Beneficiary shall be entitled to receive the sum of (i)
\nany Incentive Compensation Death Benefit for which the Employee was eligible at
\nthe time of his death as provided in Subsection A and (ii) any ERISA Excess
\nDeath Benefit for which the Employee was eligible as provided in Subsection B
\nbelow.<\/p>\n
A. The Incentive Compensation Death Benefit of such an Employee shall be
\n an amount equal to the Actuarial Equivalent of his accrued age 65 monthly
\n Incentive Compensation Retirement Benefit.<\/p>\n
B. The ERISA Excess Death Benefit of such an Employee shall be an amount
\n equal to the excess of (i) the death benefit calculated under the SERP
\n without regard to the benefit and compensation limitations set forth in
\n that plan or imposed under Section 415 or Sub-paragraph 401(a)(17) of
\n the Internal Revenue Code over (ii) the death benefit payable under the
\n SERP because of such ERISA limitations. Any death benefit payable under
\n this Plan shall be computed based on any contributions under Section VII
\n of this Plan.<\/p>\n
45<\/p>\n
47<\/p>\n
ARTICLE VI. PAYMENT OF BENEFITS<\/p>\n
6.01 An Employee desiring to retire and receive a retirement benefit under
\nthe Plan or a terminated Employee desiring to apply for a deferred retirement
\nbenefit under the Plan shall, in either such case, obtain a form of application
\nfor that purpose and shall file his written application with the Committee,
\nfurnishing the information the Committee shall request together with
\ndocumentary evidence in support of the same, satisfactory to the Committee, and
\nany authority in writing that the Committee may request authorizing it to
\nobtain pertinent information or records, certificates or transcripts from any
\npublic office.<\/p>\n
6.02 A Retirement benefit, except as provided under Section 6.10 of the
\nPlan, shall be paid in monthly installments. The first installment shall be
\npayable on the first day of the month following the actual retirement of an
\nEmployee retiring from the employ of the Corporation or of a Non-Participating
\nSubsidiary or, in the case of an Employee whose employment terminates otherwise
\nthan by retirement, on the first day of the first month after the Employee
\nattains age 65. Subsequent installments of the retirement benefit shall be
\npayable on the first day of each month thereafter during the lifetime of the
\nretired or former Employee, and the standard form of payment of the retirement
\nbenefit shall be for the lifetime of the retired or former Employee with a
\nguarantee of 120 monthly payments, except for the Post Retirement Supplemental
\nBenefit described in Section 4.05., for which the standard form of payment
\nshall be monthly payments during the lifetime of the former Employee without any
\nguaranteed number of payments.<\/p>\n
46<\/p>\n
48<\/p>\n
6.03 Anything to the contrary in this Plan notwithstanding, monthly
\nretirement benefit payments under the Plan shall not commence until the first
\nday of the month following the ceasing of any sickness or accident benefits
\n(including payments under the Disability Absence Plan of the Corporation,
\ndisability benefits under the Salary Continuation Plan of the Corporation, and
\npayments or benefits of like purpose or kind under any similar plan of the
\nCorporation or of a Non-Participating Subsidiary in effect at the time) toward
\nwhich the Corporation or a Non-Participating Subsidiary contributes by payment
\nof premiums, taxes or otherwise; provided, however, that commencement of a
\nmonthly retirement benefit shall not be deferred by reason of receipt of (a) a
\nPermanent Total Disability Benefit under any pension plan or group life
\ninsurance policy of the Corporation or of a Non-Participating Subsidiary, or
\n(b) a disability benefit under the Federal Social Security Act, or (c) a
\nbenefit under the Long Term Disability Plan or the Extended Disability Plan of
\nthe Corporation or a benefit or payment of like purpose or kind under any
\nsimilar plan of the Corporation or of a Non-Participating Subsidiary at the
\ntime in effect.<\/p>\n
6.04 In lieu of payment of a retirement benefit in the standard form as
\ndescribed in Section 6.02 and lieu of payment of a death benefit as described
\nin Article V, payment of all such benefits shall be made in the form of a
\nsurviving spouse option, as provided in Subsection A below, to an Employee who
\nretires and who is entitled to a retirement benefit. The Employee or former
\nEmployee shall automatically be deemed to have elected the form of surviving
\nspouse option provided in Subsection A below (sometimes <\/p>\n
47<\/p>\n
49<\/p>\n
called “Qualifying Option” in this Article VI) except where otherwise provided
\nin such Subsection A. The surviving spouse option in the form provided below
\nshall be applicable only with respect to an Employee or former Employee who is
\nmarried on the date such election is deemed to have been made.<\/p>\n
A. The retirement benefit under the Qualifying Option for an Employee or
\n former Employee who automatically elects it, as hereinabove provided,
\n shall consist of reduced monthly payments after the effective date of his
\n election during his lifetime with a guarantee of 120 monthly payments,
\n with provision that if his death occurs on or after the effective date of
\n his election and if the person who was his spouse at the date of his
\n retirement (or in the case of a former Employee entitled to a deferred
\n retirement benefit under Section 4.06, on the date he files his
\n application) is living at the last to occur of his death or the
\n expiration of such 120-month period, benefits in the amount specified
\n below shall be payable monthly to such surviving spouse during her
\n remaining lifetime. Notwithstanding anything to the contrary in this
\n Subsection A, the above provisions relating to a guarantee of 120 monthly
\n payments do not apply to the Post Retirement Supplemental Benefit. The
\n Qualifying Option shall automatically apply, in respect to the Post
\n Retirement Supplemental Benefit, to the extent payable by the Corporation
\n from its general assets, in respect to employees or former employees who
\n have the Qualifying Option under the Chrysler Salaried Employees’
\n Retirement Plan pursuant to Section 6.05 of that plan. Those participants
\n in this Plan who do not have <\/p>\n
48<\/p>\n
50<\/p>\n
the Qualifying Option under the Chrysler Salaried Employees’ Retirement
\n Plan may elect to receive Post Retirement Supplemental Benefit payments
\n payable until the death of both the Employee or former Employee and his
\n spouse but such election shall not be automatic.<\/p>\n
1. The reduced monthly payment of a retirement benefit payable to
\n the Employee or former Employee whose age does not differ from
\n that of his spouse by more than 5 years shall be an amount
\n equal to the monthly payment that would have been payable to
\n him in the standard form, reduced by an amount equal to 5% of
\n the amount of the retirement benefits that would be payable to
\n him in the standard form at his Normal Retirement Date
\n if he had elected the standard form of payment. If the age of
\n the spouse is less than the age of such Employee or former
\n Employee, the percentage shall be 5% increased by 1\/2 of 1% for
\n each year in excess of 5 years that the age of the spouse is
\n less than the age of the Employee or former Employee. If the
\n age of the spouse is greater than the age of the Employee or
\n former Employee, the percentage shall be 5% decreased by 1\/2 of
\n 1% for each year in excess of 5 years that the age of the
\n spouse exceeds the age of the Employee or former Employee (but
\n not less than 0%). For this purpose, the ages of the Employee
\n or former Employee and his spouse shall each be the age at his
\n or her last birthday prior to the <\/p>\n
49
\n 51<\/p>\n
effective date of election as provided in Subsection B below.
\n The reductions provided in this paragraph shall be made in all
\n monthly payments paid to the Employee or former Employee on or
\n after the date on which his election becomes effective, except
\n as otherwise provided below in Subsections E and F of this
\n Section 6.04.<\/p>\n
2. The benefits payable to the surviving spouse, if the death of
\n the Employee or former Employee occurs on or after the
\n effective date of his election (or in the case of a former
\n Employee entitled to a deferred retirement benefit under
\n Section 4.06, on or after the date he files his application)
\n and the person who was his spouse is living at the last to
\n occur of his death or the expiration of the 120 guaranteed
\n monthly payments, shall be monthly payments equal to 60% of the
\n reduced monthly payments determined as provided in paragraph 1
\n above. <\/p>\n
Notwithstanding anything to the contrary in this
\n Subsection 2, any monthly amount payable to a surviving
\n spouse which is calculated on the basis of the Post
\n Retirement Supplemental Benefit under the provisions of
\n Section 4.05 shall commence on the first day of the month
\n following the month in which the Employee died and terminate
\n with the last monthly payment before her death.<\/p>\n
50<\/p>\n
52<\/p>\n
B. An election of the surviving spouse option that is deemed to have been
\n made as provided in Subsection A above, shall be deemed to have been made
\n at the time the Employee or former Employee files his application for a
\n retirement benefit or a deferred retirement benefit, and the effective
\n date of the election shall be the date payment of the retirement benefit
\n commences, except that, in the case of an Employee or former Employee who
\n is married when his election would otherwise become effective, but whose
\n marriage at that date has been continuously in effect for less than one
\n year, the effective date of his election shall be the first day of the
\n month following the month in which such marriage has been continuously in
\n effect for one year. However, in the case of an Employee or former
\n Employee who marries during the twelve month period immediately preceding
\n the date payment of a retirement benefit commences and has been married
\n to that spouse for at least one year ending on the date of the Employee’s
\n or former Employee’s death, he shall be deemed to have been married for
\n one year ending on the date payment of his retirement benefit commenced.<\/p>\n
C. If an Employee or former Employee is deemed to have made the election
\n provided above in Subsection A of this Section 6.04 and if his spouse
\n dies or should otherwise cease to be his spouse after he has made such
\n election but before the effective date of such election, the election
\n shall be revoked automatically. The election shall be irrevocable on or
\n after the effective date of the election if the Employee or former
\n Employee and his designated spouse are both living on such <\/p>\n
51<\/p>\n
53<\/p>\n
date except as otherwise provided below in Subsections E and F of this
\n Section 6.04. If such designated spouse dies or should otherwise cease
\n to be the spouse of the Employee or former Employee after the
\n effective date of the election and during his lifetime, the reduced
\n monthly payments payable to him shall not be affected, except as otherwise
\n provided below in Subsections E and F of this Section 6.04.<\/p>\n
D. Upon the request of the Committee an Employee or former Employee
\n deemed to have made the election provided in Subsection A of this Section
\n 6.04 must produce an official marriage certificate or other evidence of
\n his marriage to his spouse satisfactory to the Committee.<\/p>\n
E. An Employee or former Employee who is deemed to have made the election
\n provided above in Subsection A of this Section 6.04 and whose designated
\n spouse predeceases him may have his monthly payments restored to the
\n amount payable without reduction for such election, and shall become
\n eligible for all death benefits as provided in Article V, effective the
\n first day of the month following the month in which the Committee receives
\n evidence satisfactory to it of the spouse’s death.<\/p>\n
F. If an Employee or former Employee is deemed to have made the election
\n provided above in Subsection A of this Section 6.04 and if the Employee
\n or former Employee and his spouse are divorced by court decree or
\n judgment, such Employee or former Employee is deemed to have canceled
\n such election and will have his monthly payments restored to the amount
\n payable without reduction for such election and shall become eligible for
\n death benefits as provided in Article V, effective the <\/p>\n
52<\/p>\n
54<\/p>\n
first day of the third month following the month in which the Committee
\n receives such Employee’s or former Employee’s written revocation of the
\n election because of divorce, on a form approved by the Committee, and
\n accompanied by evidence satisfactory to the Committee of a final decree or
\n judgment of divorce.<\/p>\n
G. A retired Employee who (i) was deemed to have made the election
\n provided above in Subsection A of this Section 6.04 and whose designated
\n spouse dies or otherwise ceases to be his designated spouse or (ii) was
\n not married on the date provided for such election in Subsection B of
\n this Section 6.04, and who marries or remarries shall automatically be
\n deemed to have reelected the form of surviving spouse option provided
\n above in Subsection A of this Section 6.04. Such election shall become
\n effective on the first day of the month following the month in which the
\n retired Employee has been married one year. <\/p>\n
6.05 Every Employee for whom Section 6.04 is inapplicable may designate a
\nBeneficiary to receive payments in the event of his death by filing with the
\nCommittee a designation in writing signed by him in such form as the Committee
\nshall prescribe, and may change or revoke the designation from time to time and
\nat any time by filing with the Committee a new designation; provided, however,
\nthat an Employee shall be deemed to have designated as his Beneficiary the
\nbeneficiary designated in the SERP, or for purposes of the Incentive
\nCompensation Retirement Benefit also under the Chrysler Canada Ltd. Salaried
\nEmployees’ Retirement Plan, unless the Participant specifically designates
\nanother Beneficiary.<\/p>\n
53<\/p>\n
55<\/p>\n
6.06 Any death benefit provided in Article V with respect to an Employee
\nfor whom there is in effect no election as provided in Section 6.04 shall be
\npaid in a lump sum.<\/p>\n
6.07 No benefit or right to payment under this Plan shall be subject to
\nany claim of any creditor of any Employee, Beneficiary or surviving spouse of a
\ndeceased Employee or former Employee and shall not be subject to attachment or
\ngarnishment or other legal process by any creditor, nor shall any Employee,
\nformer Employee, Beneficiary or surviving spouse have any right to alienate,
\nanticipate, commute, pledge, encumber or assign any of the benefits under this
\nPlan.<\/p>\n
6.08 In the event of the death of a person entitled to any benefit under
\nthe Plan, or in the event that the Committee shall find that any such person is
\nunable to care for his affairs because of illness or accident, the Committee
\nmay cause any benefit payments due, unless claim shall have been made therefor
\nby a duly appointed legal representative, to be paid to the spouse, a child, a
\nparent or other blood relative, or to any person deemed by the Committee to
\nhave incurred expense for such person, and any such payments so made shall be a
\ncomplete discharge of the liabilities of the Plan therefor. In the event that,
\nat the time a benefit becomes payable to any persons under the Plan, the
\nCommittee after reasonably diligent search is unable, within six years from the
\ntime the benefit is payable, to find the person to whom the benefit is payable,
\nthen the benefit shall be treated as a forfeiture and all right, title, and
\ninterest of the person therein and thereto shall terminate.<\/p>\n
54<\/p>\n
56<\/p>\n
6.09 Notwithstanding anything to the contrary herein, the Committee shall
\npay the Actuarial Equivalent of any amount(s) payable under this Plan to a
\nparticipant or Beneficiary before such amount(s) would otherwise be paid (and
\nin discharge of all obligations with respect thereto) if, based on any of the
\nfollowing events, the Committee determines, in good faith based on consultation
\nwith counsel, that such participant or Beneficiary has or will recognize income
\nfor federal income tax purposes with respect to such amount(s) before such
\namount(s) are otherwise to be paid:<\/p>\n
A. a change in the Internal Revenue Code or Title 1 of ERISA, or the
\n Treasury or Department of Labor Regulations thereunder, respectively, or
\n a binding or predominant judicial construction thereof,<\/p>\n
B. a published ruling or similar announcement issued by the Internal
\n Revenue Service or the Department of Labor,<\/p>\n
C. a decision by a court of competent jurisdiction involving a
\n participant in the Plan, a Beneficiary of the Plan, the Corporation, or
\n any entity involved in making payments under the Plan, or<\/p>\n
D. a final determination of tax liability following a contested tax or
\n ERISA dispute or audit (or a closing agreement made under section 7121 of
\n the Internal Revenue Code) that involves a participant in the Plan, a
\n Beneficiary of the Plan, the Corporation, or any entity involved in
\n making payments under the Plan.<\/p>\n
6.10<\/p>\n
55<\/p>\n
57<\/p>\n
A. An employee eligible to receive an Incentive Compensation Retirement
\n Benefit under Article IV of the Plan may elect to receive such benefit in
\n a lump sum payment. Such lump sum payment shall be equal to the lesser
\n of (a) an amount equal to 80% of the cost of a typical commercial
\n insurance policy equivalent in value to the Plan’s 10 years certain and
\n life standard form of payment or (b) an amount calculated based on the
\n Plan’s cost\/funding assumptions, except that a 10% interest rate shall be
\n used. An election to receive an immediate lump sum payment may be made
\n at retirement. If such election is not made at retirement, a subsequent
\n election may be made subject to a waiting period of one year. Eligible
\n recipients of Incentive Compensation Retirement benefits who retired
\n prior to January 1, 1994 shall be provided a one time 90 day window
\n election period, as determined by the Corporation, to make a lump sum
\n payment election without a one year waiting period. The value of the
\n lump sum payment will be determined based on the remaining value of the
\n Plan’s 10 years certain and life normal provision.<\/p>\n
B. A terminated employee eligible to receive a deferred Incentive
\n Compensation Retirement Benefit under Section 4.06 of the Plan may elect
\n to receive such benefit in a lump sum payment subject to Committee
\n approval. Such lump sum payments, however, may not be elected prior to
\n age 65. In addition, if such lump sum payment election is made later
\n than age 65, it is subject to a waiting period of one year. If benefits
\n have commenced prior to the lump sum payment, the value of the lump sum
\n payment will be determined based on the <\/p>\n
56
\n 58<\/p>\n
remaining value of the Plan’s 10 years certain and life normal provision,
\n assuming the terminated employee had elected such normal provision when
\n his benefits commenced. <\/p>\n
ARTICLE VII. CONTRIBUTIONS<\/p>\n
7.01 Employee contributions shall be permitted under this Plan solely for
\nthe purpose of providing an ERISA Excess Retirement Contributory Benefit
\npursuant to Section 1.01B of this Plan and an ERISA Excess Death Benefit
\npursuant to Paragraph 5.01B.2.a of this Plan.<\/p>\n
7.02 Employee contributions under this Plan shall be voluntary and shall
\nbe permitted in the amount and to the extent they would have been permitted
\nunder the Salaried Employees’ Retirement Plan (“SERP”) had they not been
\ncurtailed by limitations imposed by Sub-paragraph 401(a)(17) of the Internal
\nRevenue Code, as amended, as embodied in Subsection 4.01C of SERP.<\/p>\n
ARTICLE VIII. PLAN ADMINISTRATION<\/p>\n
8.01 The Committee shall have exclusive authority to control and manage
\nthe operation and administration of this Plan except as specifically set forth
\nin Section 4.15 and in Section 8.04 below.<\/p>\n
8.02 The Committee may make rules and regulations for the administration
\nof the Plan which are not inconsistent with the terms and provisions of the
\nPlan. The Committee shall have discretionary authority to construe and
\ninterpret the Plan and decide all questions of eligibility, benefit settlement
\nand payment. It may correct any defect or supply any omission or reconcile any
\ninconsistency in such manner and to such extent as it shall deem expedient to
\ncarry the Plan into effect and it shall be the sole and final judge of such
\nexpediency. In addition the <\/p>\n
57<\/p>\n
59<\/p>\n
Committee, or such person or persons it shall designate for that purpose as
\nprovided in Section 8.03, shall maintain the following claim review procedure:<\/p>\n
A. Claim Review Procedure. (a) If any former Employee or any Beneficiary
\n has not received a benefit under the Plan to which he thinks he is
\n entitled, he or his authorized representative, within 180 days after the
\n event that he thinks entitled him to the benefit, may file with the
\n Committee a written claim for the benefit, in any form reasonably
\n calculated to bring the nature of his claim to the attention of the
\n Committee. If the claim is wholly or partially denied, the Committee
\n within 180 days of its receipt of the claim, shall give to the claimant
\n written notice of the denial, setting forth in a manner calculated to be
\n understood by the claimant the specific reason or reasons for the denial.
\n A claimant whose claim to benefits under the Plan has been wholly or
\n partially denied, or his authorized representative, may request a review
\n of his claim by the Committee by making written application for review to
\n the Committee within 90 days after the claimant’s receipt of written
\n notification of denial of his Claim. In connection with the review, the
\n claimant or his authorized representative may submit issues and comments
\n in writing. Not later than 90 days after the receipt by the Committee of
\n the claimant’s request for review, the Committee shall give its decision
\n in writing, setting forth the specific reasons for the decision, written
\n in a manner calculated to be understood by the claimant. Subject to any
\n rights to remedies accorded by applicable law, the final decision of the<\/p>\n
58<\/p>\n
60<\/p>\n
Committee shall be conclusive and binding upon the Corporation, the
\n claimant and all other persons interested in the claim. <\/p>\n
B. The Committee shall also make arrangements for authorizing the payment of
\n benefits to retired Employees, former Employees, surviving spouses and
\n Beneficiaries entitled thereto. The payment of such benefits shall
\n commence as of the first day of the first calendar month beginning after
\n the date which is 90 days following the Committee’s decision in 8.02 A.<\/p>\n
8.03 The Committee may appoint a secretary and one or more assistant
\nsecretaries and such other agents and representatives as it may deem advisable,
\nwho may but need not be Employees otherwise covered by this Plan, to keep its
\nrecords or assist it in doing any other acts or things, and any such
\nappointment shall be deemed a designation.<\/p>\n
8.04<\/p>\n
A. In the performance of its duties under this Plan the Committee may act
\n by a majority of its members then in office and any action expressed from
\n time to time by a vote at a meeting or in writing without a meeting shall
\n constitute action of such Committee and shall have the same effect for
\n all purposes as if assented to by all of the members of such Committee
\n then in office.<\/p>\n
B. Any action which this Plan authorizes or requires the Committee to do
\n shall, if done in good faith by such committee, be final and binding upon
\n Employees, retired Employees, former Employees, surviving spouses,
\n Beneficiaries, and the Corporation. The fact that any member of either
\n such <\/p>\n
59
\n 61<\/p>\n
Committee is an Employee, officer, director or stockholder of Chrysler
\n Corporation or is covered by this Plan shall not disqualify him from
\n doing any act or thing which this Plan authorizes or requires him to do as
\n a member of such Committee or render him accountable for any benefit
\n received by him as an Employee covered by this Plan. No Committee member
\n shall participate in any decision of the Committee that would directly
\n and specifically affect the timing or amount of his benefits under the
\n Plan.<\/p>\n
C. The members of the Committee shall discharge their duties under the
\n Plan solely in the interest of the Employees and their Beneficiaries and
\n (i) for the exclusive purpose of providing benefits to such Employees and
\n their Beneficiaries and defraying reasonable expenses of administering
\n the Plan (ii) with the care, skill, prudence, and diligence under the
\n circumstances then prevailing that a prudent man acting in a like
\n capacity and familiar with such matters would use in the conduct of an
\n enterprise of a like character and with like aims; and (iii) in
\n accordance with the provisions of the Plan, as the same may be from time
\n to time amended.<\/p>\n
D. The Committee and the members of the Committee shall be entitled to
\n rely upon all information certified to it by the Corporation, all
\n certificates and reports furnished by the Actuary or by any qualified
\n public accountant and all opinions given by any duly appointed legal
\n counsel (who may be also counsel for Chrysler Corporation); and neither
\n the Committee nor any member of the Committee shall be deemed imprudent in
\n respect of any action taken or permitted by them in good faith <\/p>\n
60
\n 62<\/p>\n
in reliance upon any such certificates, reports or opinions. Except to
\n the extent otherwise provided by law neither the Committee nor any of the
\n members of the Committee shall be liable to the Corporation or to any
\n Employee or to any Beneficiary on account of any act done or omitted or
\n determination made by the Committee acting in good faith in the
\n performance of its duties under the Plan, nor for any act done or omitted
\n by any agent or representative of the Committee selected by such Committee
\n with reasonable care, nor shall any member of the Committee be liable to
\n any person for any act done or omitted by any other member of the
\n Committee in which he did not concur. The Corporation agrees, to
\n the extent permitted by law, to indemnify and hold the Committee and each
\n of the members of the Committee harmless from and against any liability it
\n or they may incur in connection with the Plan, unless arising from their
\n own negligent or willful breach of their fiduciary responsibility as set
\n forth in subsection C of this section.<\/p>\n
E. Any act that the Plan authorizes or requires the Committee to do, or
\n any determination in good faith by the Committee of any matter or
\n question under the Plan shall, in any such case, be final and binding
\n upon any Employee, retired Employee, former Employee, surviving spouse or
\n Beneficiary. <\/p>\n
F. All expenses of the Committee in the performance of its duties under
\n this Plan shall be payable by the Corporation.<\/p>\n
8.05 The Corporation, as long as the Plan remains in effect, shall pay or
\ncause to be paid the benefits provided by the Plan and the incurred costs and
\nexpenses of the Plan.<\/p>\n
61<\/p>\n
63<\/p>\n
ARTICLE IX. AMENDMENT, TERMINATION<\/p>\n
9.01 The Board of Directors of Chrysler Corporation shall have the right
\nto amend the Plan at any time and from time to time, to any extent that it may
\ndeem advisable, except that no such amendment shall adversely affect the rights
\nof any Employee with respect to retirement benefits theretofore accrued under
\nthe Plan.<\/p>\n
9.02 The Committee shall have the right to amend this Plan at any time and
\nfrom time to time, to any extent that it may deem advisable, except that no
\nsuch amendment shall<\/p>\n
A. adversely affect the rights of any Employee with respect to retirement
\n benefits theretofore accrued under the Plan; or<\/p>\n
B. change the benefit formula for determining the amount of retirement or
\n death benefits provided under the Plan unless approved by the Board of
\n Directors of Chrysler Corporation. (The Committee shall, however, have
\n full authority to approve amendments that provide additional benefit
\n incentives under special early retirement programs and, except as limited
\n by the first sentence of this Section 9.02B, to approve basic design and
\n administrative amendments that affect retirement eligibility and the
\n amount of benefits); <\/p>\n
C. decrease the age or length of service that employees are required to
\n have under the Plan in order to be eligible for benefits upon early
\n retirement or termination of employment (notwithstanding the preceding
\n sentence, however, the Committee shall have specific authority to
\n establish reduced age or service requirements pursuant to special early
\n retirement programs designed to achieve work force reductions provided,
\n however, that (i) special early retirement offers <\/p>\n
62<\/p>\n
64<\/p>\n
for officers and other Board roll employees must be approved in advance by
\n the Management Resources Committee and (ii) special early retirement
\n programs that lower the age of retirement below 50 or the number of years
\n of Credited Service below seven must be approved by the Board of
\n Directors of Chrysler Corporation);<\/p>\n
D. permit the termination of this Plan other than by the authority of the
\n Board of Directors of Chrysler Corporation; or<\/p>\n
E. alter the provisions of Article VIII or of this Article IX; or<\/p>\n
F. alter the provisions of Section 4.15.<\/p>\n
9.03 Any amendment to this Plan shall be set out in an instrument in
\nwriting executed on behalf of Chrysler Corporation under its corporate seal by
\nthe President or a Vice President or the Treasurer and by the Secretary or an
\nAssistant Secretary, and authorized by a resolution of the Committee or of the
\nBoard of Directors.<\/p>\n
9.04 Chrysler Corporation by action of its Board may direct the Committee
\nto terminate the Plan in whole or in part at any time. In the case of complete
\nor partial termination of the Plan, no further benefits shall be accrued under
\nthe affected portions of the Plan with respect to affected Employees, and
\nbenefits theretofore accrued shall be paid in accordance with the provisions of
\nArticles IV through VI of the Plan. Except with the consent of the Employee,
\nno such termination of the Plan shall adversely affect the rights of any
\nEmployee with respect to retirement benefits theretofore accrued under the
\nPlan.<\/p>\n
63<\/p>\n
65<\/p>\n
9.05 Notwithstanding any other provisions hereof, during the two-year
\nperiod beginning on the date of a Change in Control, the Plan shall not be
\nterminated (whether in whole or in part) and the Plan shall not be amended in
\nany way which detrimentally affects the right of any Employee (i) to
\nparticipate in the Plan, (ii) to accrue, or to continue to accrue, supplemental
\nretirement benefits under the Plan, or (iii) to vest in any such supplemental
\nretirement benefits.<\/p>\n
ARTICLE X. GENERAL<\/p>\n
10.01 This Plan is purely voluntary on the part of the Corporation.
\nNeither the establishment of this Plan nor the payment of any benefit shall be
\nconstrued as giving any Employee or any other person any legal or equitable
\nright against the Corporation or the Committee, unless the same shall be
\nexpressly provided for in this Plan or conferred by affirmative action of the
\nCommittee or the Corporation in accordance with the terms and provisions of the
\nPlan, or as giving any Employee the right to be retained in the service of the
\nCorporation, and all Employees shall remain subject to discharge to the same
\nextent as if this Plan had never been established.<\/p>\n
10.02 The validity and construction of this Plan shall be determined
\naccording to the laws of the United States and of the State of Michigan.<\/p>\n
10.03 Titles of articles are for general information only and this Plan
\nis not to be construed by reference thereto.<\/p>\n
10.04 In all cases where they would so apply, words used in the
\nmasculine or feminine shall be construed to include the <\/p>\n
64<\/p>\n
66<\/p>\n
opposite gender, and words used in the singular shall be construed to include
\nthe plural. <\/p>\n
10.05 In case any provisions of this Plan shall be held illegal or
\ninvalid for any reason, such illegality or invalidity shall not affect the
\nremaining parts of this Plan, but this Plan shall be construed and enforced as
\nif such illegal or invalid provisions had never been inserted herein.<\/p>\n
10.06 Any payment or distribution to any Employee, retired Employee,
\nformer Employee, Beneficiary, or surviving spouse in accordance with the
\nprovisions of this Plan shall be in full satisfaction of all claims against the
\nCommittee and the Corporation.<\/p>\n
10.07 No liability shall attach to or be incurred by members of the
\nCommittee, stockholders, officers or directors, as such, of the Corporation,
\nunder or by reason of any of the provisions of this Plan or implied therefrom,
\nand all liability of every kind and nature and all rights and claims against the
\nCorporation and every member of the Committee, any stockholder, officer or
\ndirector, past, present or future, as such, whether arising in common law or in
\nequity or created by statute or constitution or otherwise are hereby expressly
\nwaived and released as a condition of and part of the consideration for the
\ncontributions of the Corporation under this Plan. Each Employee, retired
\nEmployee, former Employee, surviving spouse, or Beneficiary, as a condition of
\nreceiving any benefits under the Plan, shall be conclusively deemed for all
\npurposes to have assented to the Plan and shall be bound hereby with the same
\nforce and effect as if he had executed a consent to all the terms and provisions
\nof the Plan.<\/p>\n
65<\/p>\n
67<\/p>\n
10.08 The Corporation shall not be required to segregate any assets
\nwhich may at any time be represented as compensation reduction amounts, accrued
\nbenefits or earnings credited to a participant. The Corporation shall not, by
\nany provisions of this Plan, be deemed to be a trustee of any property, and the
\nliabilities of the Corporation to any participant shall be those of a debtor
\npursuant to such contract obligations as are created by the Plan, and no such
\nobligation of the Corporation shall be deemed to be secured by any pledge or
\nother encumbrance on any property of the Corporation.<\/p>\n
10.09 The Committee is authorized to satisfy all requirements for tax
\nwithholding on distributions under the Plan, through a deduction from the
\nparticipant’s benefit payment, excluding any tax imposed on the employer.<\/p>\n
66
\n 68<\/p>\n
ARTICLE XI. SPECIAL PROVISIONS APPLICABLE TO DESIGNATED PARTICIPANTS<\/p>\n
11.01 Additional years of Credited Service shall be granted in respect of
\nany individual listed below, for all purposes under the Plan, including,
\nwithout limitation, determining the individual’s (i) total retirement benefits
\nunder Chrysler pension plans and (ii) right to vest in the benefits, and to be
\neligible for any early retirement or other benefits based on Credited Service,
\nprovided under this Plan.<\/p>\n
The total amount of additional Chrysler pension benefits attributable to
\nsuch additional years of Credited Service shall be paid under the ERISA Excess
\nRetirement Benefit part of this plan described in Section 1.01B. Individuals
\neligible for such additional years of Credited Service and the amount of such
\nadditional Credited Service to be recognized shall be as follows:<\/p>\n
A. L. A. Iacocca (Social Security #[redacted])-4 years, 10 months
\n (After recognition of 3 additional years of credited service under the
\n 1992 Salaried Employees’ Special Early Retirement Program.)<\/p>\n
B. R. J. Eaton (Social Security #[redacted])-5 years<\/p>\n
C. R. A. Lutz (Social Security #[redacted])-5 years<\/p>\n
11.02 Special conditions shall apply, in respect to any individual listed
\nbelow, for purposes of determining certain Chrysler retirement benefits payable
\nto him from this Plan. Individuals to whom such special conditions apply and a
\ndescription of such special conditions are as follows:<\/p>\n
A. J.A. Pilulas. (Social Security #[redacted]) Additional
\n benefits that would have been paid Mr. Pilulas under the Chrysler
\n Pension Plan and the Chrysler Salaried <\/p>\n
67<\/p>\n
69<\/p>\n
Employees Retirement Plan had he retired on June 1, 1989 under the
\n Special Early Retirement provisions of such plans will be paid under
\n the ERISA Excess Retirement Benefit part of this Plan described
\n in Section 1.01B. In addition, benefits he had forfeited under the
\n Incentive Compensation Retirement Benefit part of this Plan
\n described in Section 1.01A shall be paid on an unreduced basis.
\n Benefits provided under this Section 11.02A shall be provided
\n prospectively only commencing November 1, 1992. <\/p>\n
B. R. J. Eaton, (Social Security #[redacted]) <\/p>\n
R. A. Lutz, (Social Security #[redacted]) <\/p>\n
T. G. Denomme, (Social Security #[redacted]) and <\/p>\n
G. C. Valade, (Social Security #[redacted]) <\/p>\n
In the event that any of the above named individuals retires or
\n otherwise terminated employment on or prior to the second anniversary
\n of the date as of which a Change of Control (as defined in Section
\n 4.13) occurs, such individual shall be deemed to have retired under the
\n Special Early Retirement provisions of the SERP. Any benefits not
\n payable under SERP will be paid under the ERISA Excess Retirement
\n Benefit part of this Plan.<\/p>\n
68<\/p>\n
70<\/p>\n
APPENDIX A
\n ACTUARIAL ASSUMPTIONS UNDER THE PLAN<\/p>\n
SECTION PURPOSE ACTUARIAL ASSUMPTIONS
\n OR
\n BASIS FOR
\n DETERMINATION<\/p>\n
1. 2.06 To determine the The basis for
\n single sum value or determining these
\n lump sum value of commuted values will
\n periodic payments be amounts determined
\n payable in the future. using an interest rate
\n as set forth hereafter
\n in this Appendix.<\/p>\n
2. 4.12 To determine the The rate of interest
\n Commuted Value of used in computing the
\n Incentive Compen- Commuted Value will be
\n sation Retirement the FAS 87 Discount
\n Benefits for payout to Rate which was used in
\n participants at the determining the Plan’s
\n time of the part- liabilities for
\n icipants’ termination Chrysler Corporation’s
\n of employment fol- financial statement
\n lowing a change in purposes as of the
\n control. latest December 31,
\n or, if no determin-
\n ation was made as of
\n such date – 9%
\n compounded annually.<\/p>\n
3. 5.01A1 To determine the The number of payments
\n Commuted Value of any remaining in the
\n unpaid guaranteed certain period at the
\n payments of Incentive time of death will be
\n Compensation discounted to the last
\n Retirement Benefits at day of the month in
\n the time of a former which death occurs at
\n Employee’s death. a rate of interest of
\n 10% compounded
\n annually.<\/p>\n
69<\/p>\n
71<\/p>\n
SECTION PURPOSE ACTUARIAL ASSUMPTIONS
\n OR
\n BASIS FOR
\n DETERMINATION<\/p>\n
4. 5.01B1 To determine the The number of payments
\n Commuted Value of any remaining in the
\n unpaid guaranteed certain period at the
\n payments of ERISA time of death will be
\n Excess Retirement discounted to the last
\n Benefits at the time day of the month in
\n of a former Employee’s which death occurs at
\n death. a rate of 9%
\n compounded annually.<\/p>\n
5. 5.01B2 To determine the The Commuted Value
\n Commuted Value of 120 will be based on the
\n monthly payments of rate of interest of 9%
\n ERISA Excess compounded annually
\n Retirement Benefit of and the monthly
\n a former Employee payment the former
\n whose death occurs Employee would have
\n prior to the date received had he
\n monthly payments elected to have
\n commence. benefits commence on
\n the date immediately
\n preceding the date of
\n his death.<\/p>\n
6. 5.02A To determine the The Commuted Value
\n Commuted Value of 120 will be determined
\n monthly payments of based on a rate of 10%
\n the monthly Incentive compounded annually
\n Compensation and the monthly
\n Retirement Benefits Incentive Compensation
\n with respect to an Retirement Benefit the
\n Employee who dies Employee would have
\n while still employed received had he
\n after his Normal retired on the date of
\n Retirement Date. his death.<\/p>\n
7. 5.02B To determine the The Commuted Value
\n Commuted Value of 120 will be determined
\n monthly payments of based on a rate of
\n the monthly * ERISA interest of 9%
\n Excess Retirement compounded annually
\n Benefits with respect and the monthly ERISA
\n to an Employee who Excess Retirement
\n dies while still Benefit the Employee
\n employed but after his would have received
\n Normal Retirement had he retired on the
\n Date. date of his death.<\/p>\n
70<\/p>\n
72<\/p>\n
SECTION PURPOSE ACTUARIAL ASSUMPTIONS
\n OR
\n BASIS FOR
\n DETERMINATION<\/p>\n
8. 5.03A To determine an The actuarial
\n Actuarial Equivalent. assumptions that will
\n be used in determining
\n an Actuarial
\n Equivalent will be the
\n 1971 Group Annuity
\n Mortality Table
\n (weighted 70% for
\n males and 30% for
\n females), an interest
\n rate of 10% compounded
\n annually, and an
\n expected retirement
\n date of the latter of
\n a) the date
\n immediately preceding
\n the date of the
\n Employee’s death or b)
\n the date the Employee
\n would have first
\n become eligible to
\n retire at his option.<\/p>\n
9. 5.03B To determine the ERISA The death benefit of
\n Excess Death Benefit such an Employee shall
\n of an Employee whose be the Commuted Value,
\n death occurs on or at 9% interest
\n after his 60th compounded annually,
\n birthday with ten of 120 monthly
\n years or more of payments equal to the
\n Credited Service. monthly
\n Non-Contributory
\n Retirement Benefit
\n that he would have
\n received had he
\n retired on the date of
\n his death reduced by
\n 5\/8 of 1% for each
\n full month by which
\n the date of his death
\n precedes his Normal
\n Retirement Date.<\/p>\n
71<\/p>\n
73<\/p>\n
SECTION PURPOSE ACTUARIAL ASSUMPTIONS
\n OR
\n BASIS FOR
\n DETERMINATION<\/p>\n
10. 6.02 To determine the The actuarial
\n equivalent lump sum, assumptions used in
\n quarterly, half determining the
\n yearly, or yearly equivalent benefits
\n benefits with respect will be the 1971 Group
\n to monthly benefits Annuity Mortality
\n that are less than Table (weighted 70%
\n $10. for males and 30% for
\n females), and 9% (10%
\n for an Incentive
\n Compensation
\n Retirement Benefit)
\n interest compounded
\n annually.<\/p>\n
11. 6.10 To determine the value The lump sum value
\n of a lump sum will be determined
\n Incentive Compensation based on a rate of
\n Retirement Benefit interest of 10%
\n compounded annually
\n and the provisions
\n specified in Section
\n 6.10 of the Plan.
\n 72<\/p>\n
74<\/p>\n
SECTION PURPOSE ACTUARIAL ASSUMPTIONS
\n OR
\n BASIS FOR
\n DETERMINATION<\/p>\n
12. Sections not listed To determine an The actuarial
\n above Actuarial Equivalent. assumptions that will
\n be used in determining
\n an Actuarial
\n Equivalent will be the
\n 1971 Group Annuity
\n Mortality table
\n (weighted 70% for
\n males and 30% for
\n females), an interest
\n rate of 9% (10% for an
\n Incentive Compensation
\n Retirement Benefit)
\n compounded annually,
\n and an expected Normal
\n Retirement Date of the
\n 1st day of the month
\n following Age 65.<\/p>\n
73<\/p>\n
75<\/p>\n
SECOND ARTICLE<\/p>\n
The Plan, except as modified in this Instrument, shall continue in full
\nforce and effect.<\/p>\n
IN WITNESS WHEREOF, the Corporation has caused this Instrument to be
\nexecuted by its duly authorized officers and its corporate seal to be hereunto
\naffixed as of the 1st day of October, 1996.<\/p>\n
CHRYSLER CORPORATION<\/p>\n
By \/S\/ K. M. Oswald
\n —————————-
\n K. M. Oswald
\n Vice President –
\n Human Resources<\/p>\n
October 1, 1996
\n ——————————–
\n Date Executed<\/p>\n
Attest:<\/p>\n
\/S\/ H. E. Leese
\n————————-
\nH. E. Leese
\nAssistant Secretary<\/p>\n
(CORPORATE SEAL)<\/p>\n
74<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7265],"corporate_contracts_industries":[9388],"corporate_contracts_types":[9539,9550],"class_list":["post-40658","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-daimler-chrysler-corp","corporate_contracts_industries-autos__autos","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\/40658","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=40658"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40658"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40658"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40658"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}