{"id":40675,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-investment-and-retirement-plan-burlington-northern.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-investment-and-retirement-plan-burlington-northern","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-investment-and-retirement-plan-burlington-northern.html","title":{"rendered":"Supplemental Investment and Retirement Plan &#8211; Burlington Northern Santa Fe Corp."},"content":{"rendered":"<pre>\n                   BURLINGTON NORTHERN SANTA FE CORPORATION\n                  SUPPLEMENTAL INVESTMENT AND RETIREMENT PLAN\n\n                     Effective January 1, 1997, as amended\n\n\n                              ARTICLE I - GENERAL\n\n  Section 1.1  Establishment of Plan and Purpose.  Burlington Northern Santa Fe\n               ---------------------------------                               \nCorporation, a Delaware Corporation, (hereinafter the \"Company\"), has\nestablished the Burlington Northern Santa Fe Supplemental Investment and\nRetirement Plan, (hereinafter the \"Plan\"), effective January 1, 1997.  This plan\nis intended to replace the Burlington Northern Inc. Restoration Plan and the\nSanta Fe Pacific Corporation Supplemental Retirement and Savings Plan, and both\nplans shall hereby be merged into this Plan, provided, however, that any\ncompensation deferred under the terms of a predecessor plan shall be distributed\npursuant to the terms of the deferral election made under such plan.  The\npurpose of this Plan is to provide certain highly compensated employees of the\nCompany and certain of its subsidiaries (hereinafter the \"Employing Companies\"),\nthe opportunity to defer the receipt of compensation and to receive additional\nretirement income from the Employing Companies.  This plan is not intended to\nqualify under Section 401(a) of the Internal Revenue Code of 1986, as amended\n(hereinafter the \"Code\"), or be subject to Parts 2, 3, or 4 of Title I of the\nEmployee Retirement Income Security Act of 1974, as amended (hereinafter\n\"ERISA\").\n\n  Section 1.2  Affiliated Companies.  The term \"Affiliated Company\" shall mean\n               --------------------                                           \nevery corporation (including the Company) which is a member of a controlled\ngroup of corporations (within the meaning of Section 414(b) of the Internal\nRevenue Code).  The Company and each Affiliated Company which, with the consent\nof the Chief Executive Officer or Board of Directors of the Company, adopts the\nPlan are referred to herein collectively as the \"Employing Companies\" and\nindividually as an\"Employing Company\".\n\n  Section 1.3  Plan Administration.  The authority to control and manage the\n               -------------------                                          \noperation and administration of the Plan shall be vested in the Burlington\nNorthern Santa Fe Employee Benefits Committee (hereinafter the \"Committee\").\nAny interpretation of the Plan by the Committee or its delegate and any decision\nmade by the Committee or its delegate on any other matter within its discretion\nare final and binding on all persons.  The Committee shall have discretionary\nauthority to administer, construe and interpret the Plan, to decide all\nquestions including but not limited to eligibility, payment of any benefits\nhereunder and to make all other determinations deemed necessary or advisable for\nthe administration of the Plan.\n\n                                      -1-\n\n \n  The Committee shall act with or without a meeting by the vote or concurrence\nof a majority of its members; but no member of the Committee who is a\nParticipant shall take part in any Committee action or any matter that has\nparticular reference to his own interest hereunder.  The Committee shall\nadminister this Plan and discharge its responsibilities hereunder in a uniform\nand non-discriminatory manner as to all Participants.\n\n  Section 1.4  Non-Alienation.  Benefits payable to any individual under the\n               --------------                                               \nPlan may not be voluntarily or involuntarily assigned, alienated, pledged or\nsubject to attachment, anticipation, garnishment, levy, execution or other legal\nor equitable process.\n\n  Section 1.5  Source of Benefits.  Subject to the terms and conditions of the\n               ------------------                                             \nPlan, any amount payable to or on account of a Participant under this Plan by\nany Employing Company shall be paid from the general assets of that Employing\nCompany or from one or more trusts, the assets of which are subject to the\nclaims of the Employing Companies' general creditors.  None of the individuals\nentitled to benefits under the Plan shall have any preferred claim on, or any\nbeneficial ownership interest in, any assets of any Employing Company or of any\nsuch trust, and any rights of such individuals under the Plan or any such trust\nshall constitute unsecured contractual rights only.\n\n  Section 1.6  Plan Not Contract of Employment.  The Plan does not constitute a\n               -------------------------------                                 \ncontract of employment, and nothing in the Plan will give any participant the\nright to be retained in the employ of any Employing Company, nor any right or\nclaim to any benefit under the Plan, except to the extent specifically provided\nunder the terms of the Plan.\n\n  Section 1.7  Notices.  Any notice or document required to be given to or filed\n               -------                                                          \nwith an Employing Company, the Company or the Committee shall be considered to\nbe given or filed:\n\n  (a) on the date delivered to the Vice President - Human Resources of the\n      Company; or\n\n  (b) three days after the date sent by certified mail to the Secretary of the\nCompany.\n\n  Section 1.8  Applicable Law.  The Plan shall be construed and administered in\n               --------------                                                  \naccordance with the internal laws of the State of Texas.\n\n  Section 1.9  Gender and Number.  Where the context admits, words in any gender\n               -----------------                                                \nshall include any other gender, words in the singular shall include the plural\nand the plural shall include the singular.\n\n  Section 1.10  Plan Year. The Plan Year shall be the calendar year.\n                ---------                                           \n\n\n                          ARTICLE II - PARTICIPATION\n\n                                      -2-\n\n \n  Section 2.1  Participation.  The Company shall establish from time to time the\n               -------------                                                    \nEmploying Companies which may participate and the class of highly-compensated\nemployees of each Employing Company who shall be eligible for the benefits\nprovided in Article IV below (hereinafter the \"Participants\"); provided,\nhowever, that the class of eligible employees of each Employing Company shall be\nlimited to employees who are members of a select group of management or highly\ncompensated employees within the meaning of Section 401(a)(1) of ERISA.\nEmployees who become eligible to participate in the Plan after February 1 of a\ncalendar year shall not be eligible to participate in the Plan until January 1\nof the following calendar year.  If the Company determines that participation by\none or more Participants shall cause the Plan as applied to any Employing\nCompany to be subject to Parts 2, 3, or 4 of Title I of ERISA, the entire\ninterest of such Participant or Participants under the Plan shall be immediately\npaid to such Participant by the applicable Employing Company, notwithstanding\nany election of the Participant, or shall otherwise be segregated from the Plan\nin the discretion of the Company, and such Participant or Participants shall\ncease to have any interest under the Plan.\n\n\n                             ARTICLE III - VESTING\n\n  Section 3.1  Vesting.  A Participant shall be fully vested in his deferral\n               -------                                                      \namounts and earnings at all times and subject to investment gains and losses.  A\nParticipant shall be vested in Employer Matching Contributions in accordance\nwith the vesting schedule set forth in Article 6 of the Burlington Northern\nSanta Fe Investment and Retirement Plan (the \"Investment Plan\").\n\n\n                            ARTICLE IV - DEFERRALS\n\n  Section 4.1  Deferral Elections.  To become a Participant, subject to such\n               ------------------                                           \nadditional terms, conditions and limitations as the Committee may from time to\ntime impose, a Participant may make an election to irrevocably defer receipt of\ncertain eligible compensation otherwise payable to him by his Employer for a\nPlan Year by means of such procedures as are approved by the Committee,\nincluding filing a Deferral  Election Form or by telephonic voice response or\nother telephonic or electronic transmission indicating his or her desire to have\na portion of his or her eligible compensation deferred, or by failing to\nindicate a desire not to participate in the Plan.  Such deferral elections shall\nbe made as follows:\n\n  (a)  With the approval of the Compensation Committee of the Board, a\nParticipant may elect not to participate in the Investment Plan and may elect to\ndefer up to 15% of (i) Compensation as defined in the Investment Plan, (ii) base\nsalary that is not eligible compensation under the Investment Plan, and (iii)\nany cash incentive payments otherwise payable to him by his Employing Company\nthat Plan Year; or\n\n  (b)  Unless the Compensation Committee of the Board otherwise specifies, a\nParticipant may elect to defer (i) up to 15% of base salary that is not eligible\nCompensation under the Investment\n\n                                      -3-\n\n \nPlan, (ii) up to 15% of any cash incentive payments that are not eligible\nCompensation under the Investment Plan, and iii) that to the extent that a\nParticipant is subject to a limitation on before-tax contributions under Section\n402(g)(1) of the Code to the Investment Plan, the amounts which could have been\ndeferred into the Investment Plan but for such limitation may be deferred under\nthis Plan (\"Deferred Compensation\").\n\n  (c)  Such elections shall be made at such time and in such manner as the\nCommittee shall provide. An election must specify the percentage, if any, which\nthe Participant chooses to defer and authorize his Employing Company to make\nregular payroll deductions. The Committee may institute procedures whereby an\neligible employee's Contribution Election percentage under the Investment Plan\nwill automatically apply for purposes of the Plan unless the eligible employee\naffirmatively elects otherwise.\n\n  (d)  A Participant may elect to suspend all future deferrals in a Plan Year\nother than in respect to incentive payments, and will not be permitted to resume\nparticipation until the next Plan Year.\n\n  Section 4.2  Employer Matching Contribution.  Subject to such limitations as\n               ------------------------------                                 \nthe Committee may from time to time impose, for each Plan Year, Participants\nshall be credited with an \"Employer Matching Contribution\" with respect to 100%\nof the compensation deferred hereunder that would be payable during that Plan\nYear, provided that Employer Matching Contributions shall be equal to 50% of\nDeferred Contributions deferred up to 6% of Compensation hereunder.\n\n  To the extent that additional employer contributions are made pursuant to the\nsecond paragraph of Section 4.5 of the Investment Plan by reason of the\nattainment of financial and other objectives of an Employing Company,\nParticipants who have Accounts in the Plan when such contributions are made\nshall be credited after the close of the Plan Year to which such objectives\nrelate with an additional Employer Matching Contribution.  The amount of such\nadditional Employer Matching Contributions shall be equal to the same uniform\npercentage, not to exceed 30% of the Deferred Contributions up to 6 percent of\nCompensation actually made hereunder, as is credited pursuant to the second\nparagraph of Section 4.5 of the Investment Plan.\n\n\n                          ARTICLE V - PLAN ACCOUNTING\n\n  Section 5.1  Accounts.  The Committee shall establish an Account for each\n               --------                                                    \nParticipant who elects to participate in the Plan under subsection 4.1.  Each\nAccount shall be adjusted in accordance with this Article V in a uniform, non-\ndiscriminatory manner, as of such periodic \"Accounting Dates\" as may be\ndetermined by the Committee from time to time (which Accounting Dates shall be\nnot less frequent than quarterly.)  As of each Accounting Date, the balance of\neach Account shall be adjusted as follows:\n\n                                      -4-\n\n \n  (a)  first, charge to the Account balance the amount of any distributions\nunder the Plan with respect to that Account that have not previously been\ncharged;\n\n  (b)  then, credit to the Account balance the amount of the compensation to be\ndeferred by the Participant in accordance with the provisions of subsection 4.1\nand the amount of Employer Matching Contributions to be credited in accordance\nwith Section 4.2  that have not previously been credited;\n\n  (c)  then, adjust the Account balance for the applicable assumed rate of\nearnings in accordance with subsection 5.2.\n\n  Section 5.2  Adjustment of Accounts for Earnings.  The amounts credited to a\n               -----------------------------------                            \nParticipant's Account in accordance with subsections 4.1 and 4.2 shall be\nadjusted as of each Accounting Date to reflect the value of an investment equal\nto the Participant's Account balance in one or more assumed investments that the\nCommittee offers from time to time, and which the Participant directs the\nCommittee to use for purposes of adjusting his Account.  Such amount shall be\ndetermined without regard to taxes that would be payable with respect to any\nsuch assumed investment.  The Committee may eliminate any assumed investment\nalternative at any time;  provided, however, that the Committee may not\nretroactively eliminate any assumed investment alternative.  To the extent\npermitted by the Committee, the Participant may elect to have different portions\nof his Account balance for any period adjusted on the basis of different assumed\ninvestments.  The Account of each Participant shall be credited with the amount\ndeferred by the Participant as of the date on which the amount of such Deferred\nCompensation is communicated to the Plan recordkeeper which shall be as soon as\nreasonably practicable after the date the compensation would otherwise have been\npayable to the Participant, or, if such date is not an Accounting Date, as of\nthe first Accounting Date occurring thereafter.  Notwithstanding the election by\nParticipants of certain assumed investments and the adjustment of their Accounts\nbased on such investment decisions, the Plan does not require, and no trust or\nother instrument maintained in connection with the Plan shall require that any\nassets or amounts which are set aside in a trust or otherwise for the purpose of\npaying Plan benefits shall actually be invested in the investment alternatives\nselected by Participants.\n\n  Section 5.3  Participant Statements.  At least quarterly, the Committee shall\n               ----------------------                                          \ncause to be furnished to each Participant a statement indicating, on the basis\nof the latest available information, the status of the Participants' Accounts.\n\n\n                   ARTICLE VI - PAYMENT OF DEFERRED AMOUNTS\n\n  Section 6.1  Termination of Employment.  Subject to the provisions of\n               -------------------------                               \nsubsection 1.5 and such other rules as the Committee may establish, upon a\nParticipant's death or termination of active employment, the Participant's\nentire Account balance, including the Employer's Matching Contribution on\namounts deferred prior to the Participant's death or termination date, shall be\npaid to or on account of the Participant as follows:\n\n                                      -5-\n\n \n  (a)  in a single lump sum payment on March 1 of the year following\ntermination; or\n\n  (b)  if elected by the Participant at least one year prior to the distribution\nor such time period as may be established by the Committee, in annual\ninstallments over a period of five or fewer years, beginning July 31 of the\ncalendar year following the year in which the date of termination occurs. Each\nannual installment shall be equal to the Participant's entire Account balance\ndivided by the number of installments yet to be distributed.\n\n  Section 6.2  Beneficiary Designation.  Each Participant may, from time to\n               -----------------------                                     \ntime by signing a form furnished by the Committee, designate any legal or\nnatural person or persons (who may be designated contingently or successively)\nto whom his benefits under the Plan are to be paid if he dies before he receives\nall of his benefits.  A beneficiary designation form will be effective only when\nthe signed form is filed with the Committee while the Participant is alive.  A\nbeneficiary designation may be revoked or amended only by the completion of a\nnew beneficiary designation form, provided, however, that if a Participant's\nspouse is named as such Participant's beneficiary, and the Participant and such\nspouse are subsequently divorced, then the designation of the spouse made prior\nto the divorce shall be null and void. In order to designate a former spouse as\na beneficiary, a new beneficiary designation form must be completed.  If a\ndeceased Participant failed to designate a beneficiary as provided above, or if\nthe designated beneficiary of a deceased Participant died before him, his\nbenefits shall be paid in accordance with the following order of priority:  (i)\nto his surviving spouse, if any; (ii) to his surviving children in equal shares;\nor (iii) the estate of the last to die of the Participant or his designated\nbeneficiary.  The benefits under this plan which are payable to a beneficiary\nshall be paid in a lump sum.\n\n  Section 6.3  Withholding for Tax Liability.  The Company may withhold or cause\n               -----------------------------                                    \nto be withheld from any payment of benefits made pursuant to the Plan any taxes\nrequired to be withheld with regard to such payment.\n\n  Section 6.4  Hardship Distributions.  The Committee may, pursuant to rules\n               ----------------------                                       \nadopted by it and applied in a uniform manner, accelerate the date of\ndistribution of a Participant's Account because of hardship at any time.\n\"Hardship\" shall mean an unforeseeable, severe financial condition resulting\nfrom (a) a sudden and unexpected illness or accident of the Participant or his\ndependent (as defined in section 152(a) of the Code); (b) loss of the\nParticipant's property due to casualty; or (c) other similar extraordinary and\nunforeseeable circumstances arising as a result of events beyond the control of\nthe Participant, but which may not be relieved through other available resources\nof the Participant, as determined by the Committee in accordance with uniform\nrules adopted by it.\n\n\n                        ARTICLE VII - CHANGE IN CONTROL\n\n  Section 7.1  Change in Control.  In the event of a change in control as\n               -----------------                                         \ndefined in The Burlington Northern and Santa Fe Railway Company Severance\nAgreements, all Accounts shall be \n\n                                      -6-\n\n \nfully vested, and the Company shall be obligated to transmit funds equal to the\noutstanding liabilities under this Plan to such trust as may be established by\nthe Company to provide for security of benefits hereunder.\n\n\n                    ARTICLE VIII - AMENDMENT OR TERMINATION\n\n  Section 8.1  Administrative Amendments.  The Chief Executive Officer of the\n               -------------------------                                     \nCompany may make amendments to the Plan, provided that such amendments do not\nmaterially increase the benefits to Participants or the costs of the Plan.\n\n  Section 8.2  Amendments and Termination.  The Board of Directors of the\n               --------------------------                                \nCompany may amend the Plan at any time and may terminate the Plan at any time\nwithout the consent of the participants or beneficiaries, provided however, that\nno amendment shall divest any Participant or beneficiary of the credits to his\nAccount, or any rights to which he would have been entitled if the Plan had been\nterminated immediately prior to the effective date of such amendment.  Any\nEmploying Company may terminate its participation in the Plan at any time,\nprovided that it has made adequate provision for any amount payable by it under\nthe terms of the Plan as in effect on the date it terminates its participation\nin the Plan.  Upon termination of the Plan as to any Employing Company, the\nCompany may, in its discretion applied in a uniform manner, provided that\namounts attributed to that Employing Company shall be distributed in accordance\nwith the provisions of 6.1.  Upon termination of the Plan as to all Employing\nCompanies, the Company may, in its sole discretion applied in a uniform manner\nto all Participants, cause a lump sum payment of all benefits for all\nParticipants to be made as soon as reasonably practicable or the date\nestablished for payment under subsection 4.1(c).\n\n                                      -7-\n\n \nThe Burlington Northern Santa Fe Supplemental Investment and Retirement Plan is\nhereby adopted, effective January 1, 1997, by Burlington Northern Santa Fe\nCorporation.\n\n\n     IN WITNESS HEREOF, the Chairman and Chief Executive Officer of Burlington\nNorthern Santa Fe Corporation has hereby adopted this Plan on this ___________\nday of November, 1999.\n\n\n\nBURLINGTON NORTHERN SANTA FE CORPORATION\n\n___________________________________________\n             Robert D. Krebs\n    Chairman and Chief Executive Officer\n\n\n___________________________________________\n                 Witness\n\n\n\n               (CORPORATE SEAL)\n\n                                      -8-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6974],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9539,9550],"class_list":["post-40675","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-burlington-northern-santa-fe-corp","corporate_contracts_industries-transportation__railroads","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\/40675","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=40675"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40675"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40675"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40675"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}