ELIGIBILITY AND APPROVAL FOR PARTICIPATION
PLAN ACCOUNTS AND CONTRIBUTIONS
PAYMENT OF ACCOUNTS
CHANGE OR DISCONTINUANCE OF PLAN
ADMINISTRATION OF PLAN
Each Employee of the Company or of any Subsidiary who has performed International Service shall become a Member of this Plan as of the date upon which all the following conditions shall be met:
Citizenship: He shall not be a citizen of the United States.
International Service: He shall, on such date, be engaged in International Service working in a country other than his home location on a mobile assignment.
He is employed 1) under the terms and conditions of the Global Mobility Long Term Assignment Policy on a headquarters or host-based assignment, 2) under the terms of the International Service Program, or 3) as an International Auditor.
He shall not be a participant in any plan qualified pursuant to Section 401(k) of the Code.
A Member shall continue to participate in the Plan until the earliest of: i) the date any of the conditions in Section 2.1 is no longer satisfied; ii) has a Separation from Service; or iii) is ineligible for continued participation under guidelines established by the Committee.
Each Member shall have an Account administered in his name by the Plan Sponsor. Such Account shall be a bookkeeping entry only and no assets shall be placed in the Member’s name.
Each Account shall be credited with hypothetical contributions allocated to such Account in accordance with Subsection 3.3 below and credited with hypothetical interest credits as provided in Subsection 3.5 below. Such an Account shall be maintained for a Member until the value of all hypothetical contributions or interest has been distributed to or on behalf of the Member.
Except as provided in Section 3.4, and unless the Member is no longer eligible for contributions, the Plan Sponsor shall credit to each Member’s Account a hypothetical contribution equal to not more than 10% of the Member’s Compensation paid during each month. If Compensation is denominated in a
Any Company Core Contribution in excess of 10% must be approved by the Committee or the Global Head of Total Rewards, or the person with similar title and responsibilities within 60 days of the Members’ first day of eligibility for the Plan; otherwise, the Company Core Contribution shall remain at or below 10%.
A Member’s Account will be credited with an Interest Credit at the end of each month in a Plan Year. The Interest Credit shall equal the product of the Annual Interest Rate for the Plan Year (expressed as a monthly prorated rate) and the balance of the Member’s Account as of the first day of each month of such Plan Year. For example, the Annual Interest Rate for the Plan Year beginning January 1, 2012 and ending December 31, 2012, prorated monthly, will be multiplied by the Member’s Account as of January 1, 2012. The Interest Credit in this example would be credited to the Member’s Account as of January 31, 2012.
The Member shall be 100% vested in the Company Core Contribution under the Plan at all times. A Member shall be vested in his Company Discretionary Contribution Subaccount(s) as follows:
In the case of his Company Discretionary Contribution, in accordance with any schedule that the Company or the Compensation Committee, where applicable, establishes with respect to his Company Discretionary Contribution, provided that the vesting period for Company Discretionary Contributions shall be at least 12 months.
In the case of his Company Discretionary Early Retirement Contribution, the earliest of 1) on the Member’s Earliest Retirement Date as that term is defined in the ORP, and 2) December 31, 2021.
In the case of his Company Discretionary Early Retirement Sweepback Contribution, the later of 1) the date he satisfies the vesting requirements in Section 4.1(b) and 2) the date he satisfies the vesting requirements in Section 4.1(d). If one or both of these vesting requirements is not met, then the Company Discretionary Early Retirement Sweepback Contribution is forfeited.
In the case of his Company Discretionary Sweepback Contribution, on the date on which the Member completes four years of International Service. If the Member cases to satisfy any of the conditions in Section 2.1 before attaining four years of International Service, then the Company Discretionary Sweepback Contribution is forfeited.
Upon death or the Disability of a Member, or in the event of a Change of Control, the Member shall be 100% vested in his or her Company Discretionary Contribution Subaccounts, unless otherwise provided by the Company or Compensation Committee, where applicable, at the time the contribution to the applicable subaccount is made.
Form of payment. All benefits under this Plan shall be paid in a single lump sum.
Separation from Service - U.S. Taxpayers. Upon a Member’s Separation from Service, his vested Account balance attributable to contributions received while a U.S. Taxpayer shall be paid to the Member on the last business day of the third month following the month in which the Member has a Separation from Service. Notwithstanding the foregoing, the Account of a Specified Employee shall be paid on the last business day of the sixth month following the month in which the Specified Employee has a Separation from Service.
Separation from Service - Non-U.S. Taxpayers. Upon a Member’s termination of employment from an Employer and an Affiliate, his vested Account balance shall be paid to the Member on the last business day of the third month following the month in which the Member has a Separation from Service. For example, if a Member terminates with an Employer and begins employment with an Affiliate, there is no Separation of Service until the Member is no longer providing services to an Affiliate. Notwithstanding the foregoing, the Account of a Specified Employee shall be paid on the last business day of the sixth month following the month in which the Specified Employee has a Separation from Service.
Death. In the event of a Member’s death, his vested Account balance shall be paid to his Beneficiary on the last business day of the second month following the month of the Member’s death.
Disability. In the event of a Member’s Disability, his vested Account balance shall be paid to the Member on the last business day of the third month following the month in which the Member is Disabled.
Other terms and conditions of payment.
Neither Members nor any other persons shall have any rights to payments or benefits of any kind under this Plan until such payments or the payment of benefits have actually been made.
All payments shall be made in U.S. dollars. The payment may be made to the Member only in the Member’s country of residence (determined at the time of payment) unless a different location is required due to tax withholding requirements as determined by the Committee.
Benefits payable under this Plan shall be the obligation of the Plan Sponsor. All payments are paid from the general assets of the Plan Sponsor or Company.
A Member's failure to cash a benefit check within two years of issuance or attempted delivery of such payment shall result in a forfeiture of such payment to the Company.
The Committee may at any time and from time to time amend, suspend or terminate this Plan in whole or with respect to any one or more employees of said Company or any other Employer.
In the event the Plan should be so discontinued, the Committee shall determine the amount of benefits attributable under the Plan to the date of discontinuance. Actual payment of any such benefits shall be subject to approval of the Committee.
Appointment of Committee. The Company’s Vice President of Human Resources, or his designee, shall appoint a Committee of no less than three and no more than seven members, one of whom shall be designated by it as Chairman. Members of this Committee may be chosen without regard to whether they are directors, officers or employees of the Company or a Subsidiary. All members of the Committee shall serve at the pleasure of the Vice President of Human Resources of the Company or his designee. Vacancies on the Committee, arising for any reason whatsoever, shall be filled by the Vice President of Human Resources of the Company or his designee. Any member of the Committee may resign of his own accord by delivering his written resignation to the Vice President of Human Resources of the Company or his designee.
Organization and Operation of Committee. The Chairman present shall preside at meetings of the Committee. In his absence, those present will choose one of their number to act as Chairman. The Committee may appoint a Secretary, who shall keep the minutes of the meetings and perform such other duties as may be assigned to him by the Committee, together with such other officers as it shall deem necessary. Neither the Secretary nor any other officer appointed by the Committee need be members. The Committee shall act by the majority of members then in office at all meetings and may set up a procedure to act upon matters by vote in writing without a meeting. The Committee may authorize one or more of its
Powers of the Committee. The Committee shall administer the Plan and shall have the exclusive responsibility and complete discretionary authority to control the operation and administration of the Plan, with all powers necessary to enable it to properly carry out such responsibility, including but not limited to the power to approve or disapprove a Subsidiary’s adoption of this Plan, the power to construe the terms of the Plan, to determine status, coverage and eligibility for benefits and to resolve all interpretive, equitable, and other questions, including questions of fact, that shall arise in the operation and administration of the Plan. All actions or determinations of the Committee shall be final, conclusive and binding on all persons. The Committee shall appoint the Administrator to administer the Plan and to perform other related actions as may from time to time be agreed by the Committee.
Expenses of Committee. The Company shall pay all expenses of the Committee. Such expenses shall include any expenses incident to the functioning of the Committee, including, but not limited to, salaries of employees, fees for actuarial and other services, attorney’s fees, accounting charges and other costs of administering the Plan.
Liability of Employer and Committee. Neither the Employer nor any Committee member shall be liable for the loss or damage which may result in connection with the execution of his duties or the exercise of his discretion or from any other act or omission hereunder, except when due to his own negligence or willful misconduct.
Right to Make Claim. An interested party who disagrees with a determination of his or her right to Plan benefits must submit a written claim and exhaust this claim procedure before legal recourse of any type is sought. The claim must include a description of the relevant evidence the interested party believes support the claim and must be submitted to the Committee. The Committee (or its designee) shall either approve or deny the claim.
Appeal of Denial and Final Review. The interested party may make a written appeal of the Committee's initial decision, and the Committee (or its designee) shall respond.
Time Frame. The initial claim, its review, appeal and final review shall be made in a timely fashion, subject to the following time table:
Days to Respond From Last Action
Benefit is determined
Interested party files initial request
60 days (subject to subsection (d) below)
Committee's initial decision
Interested party requests final review
Committee's final decision
Limitation on Actions. Any claim must be brought within one year after (a) in the case of any lump-sum payment, the date on which the payment was made; or (b) for all other claims, the date on which the action complained of occurred, which is the date on which the Member became aware of the action complained of. Any suit must be brought within one year after the date the Committee (or its designee) has made a final denial (or deemed denial) of a claim for benefits. Notwithstanding any other provision herein, any suit must be brought within two years after the date the claim first arose (as described above).
Subsidiaries. In the event the Committee shall determine that a corporation has ceased to be a Subsidiary, such former Subsidiary shall be deemed to have withdrawn from the Plan as of the first day of the next succeeding month, following such determination of the Committee, or, in lieu thereof, as of such other date as the Committee shall determine. Thereupon, the Plan is deemed to have been discontinued with respect to the employees of said former Subsidiary.
Limitation of Responsibility. Neither the establishment of this Plan nor any modification thereof, nor the creation of any fund or account, nor the payment of any benefits, shall be construed as giving to any Member or other person any legal or equitable right against the Company, or of its Subsidiaries, or any officer or employee thereof, or the Committee, except as herein provided; and in no event shall the terms of employment of any Member be modified or in any way affected thereby.
Restrictions on Alienation and Assignment. Except as set forth in Section 8.6, the right of any Member or any other person to any benefit or to any payment hereunder or to any separate account shall not be subject to alienation or assignment, and if such Member or other person shall attempt to assign, transfer or dispose of such right, or should such right be subjected to attachment, execution, garnishment, sequestration or other legal, equitable or other process, it shall ipso facto pass to such one or more persons as may be selected by the Committee; provided, however, that the Committee in its sole discretion may reappoint the Member or other person to receive any payment thereafter authorized. The Committee may revoke any appointment made by the Committee hereunder at any time, and a further appointment made by it.
Authority of Officers of the Company or of a Subsidiary. Whenever the Company or a Subsidiary under the terms of this Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by any officer thereunder duly authorized by its Board of Directors.
Controlling Law. This Plan shall be subject to the laws of the State of Delaware (except to the extent that Delaware conflicts of law rules would call for the application of the law of another jurisdiction) and any and all disputes arising under this Plan are to be resolved exclusively by courts sitting in Delaware. The parties hereby waive any claims of improper venue or lack of personal or subject matter jurisdiction as to any such disputes.
Offset for Monies Owed. The benefits provided hereunder will be offset for any monies that the Committee or its designee determines are owed to the Company or any Subsidiary.