eLoyalty Corp. Contracts
Sample Business Contracts
Executive Deferred Compensation Plan - eLoyalty Corp.
ELOYALTY CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
January 1, 2000
<PAGE> 2
<TABLE>
TABLE OF CONTENTS
<S> <C>
1. PURPOSE; EFFECTIVE DATE 1
2. DEFINITIONS 1
3. PARTICIPATION AND DEFERRALS 3
4. DEFERRED COMPENSATION ACCOUNT 4
5. PLAN BENEFITS 6
6. BENEFICIARY DESIGNATION 9
7. ADMINISTRATION 10
8. CLAIMS PROCEDURE 11
9. AMENDMENT AND TERMINATION OF PLAN 12
10. MISCELLANEOUS 13
</TABLE>
<PAGE> 3
1. PURPOSE; EFFECTIVE DATE
The purpose of this Executive Deferred Compensation Plan is to provide
current tax planning opportunities as well as supplemental funds for retirement
or death for certain employees of eLoyalty Corporation. It is intended that the
Plan will aid in attracting and retaining employees of exceptional ability by
providing them with these benefits. The Plan shall be effective as of January 1,
2000 (the "Effective Date"), and shall constitute a continuation of the
Technology Solutions Company Executive Deferred Compensation Plan with respect
to employees of the Company and its subsidiaries who participated in such plan
prior to the spin-off of the Company by Technology Solutions Company ("TSC") to
its stockholders.
2. DEFINITIONS
Whenever used in this document, the following terms shall have the
meanings set forth in this Section unless a contrary or different meaning is
expressly provided:
2.1 Account. "Account" means the device used by the Employer to measure
and determine the amounts to be paid to a Participant under the Plan.
Each Account shall consist of one or more Subaccounts.
2.2 Beneficiary. "Beneficiary" means the person, persons or entity
entitled under Section 6 to receive any Plan benefits payable after a
Participant's death.
2.3 Board. "Board" means the Board of Directors of the Company.
2.4 Committee. "Committee" means the Committee appointed by the Board
to administer the Plan pursuant to Article 7.
2.5 Company. "Company" means eLoyalty Corporation.
2.6 Compensation. "Compensation" means base salary, commissions, bonus,
and bonus retention payments paid in cash. Elective pre-tax
contributions made to the Plan shall be included in Compensation.
Income from the exercise of stock options or the vesting of restricted
stock, the amount of "gross-up" of expense items, and other items that
the Committee determines should be excluded for administrative
convenience, shall be excluded from Compensation.
1
<PAGE> 4
2.7 Deferral Period. "Deferral Period" means the twelve (12) month
period beginning January 1 and ending December 31.
2.8 Disability. "Disability" shall have the same meaning as under the
Company's group long term disability plan in effect at the time that
Participant is declared to be disabled.
2.9 Earnings. "Earnings" for each Subaccount means the growth credited
or debited to the Subaccount at the rates described in the definition
of Investment Index (Section 2.11). "Earnings" for an Account shall
mean the aggregate Earnings for each Subaccount making up the Account.
2.10 Employer. "Employer" means the Company and any subsidiary or
affiliate of the Company designated by the Committee.
2.11 Investment Index. "Investment Index" means each index selected by
a Participant to be used as an earnings index pursuant to Article 3.
Each Investment Index shall be a phantom investment fund, which shall
be credited with earnings (whether a gain or a loss) at the same rate
as the investment funds or such other similar indexes as the Committee
may select from time to time and shown in Appendix A attached.
2.12 Participant. "Participant" means any individual eligible under
Section 3.1 who has elected to defer Compensation under this Plan.
2.13 Participation Agreement. "Participation Agreement" means the
agreement submitted by a Participant to the Committee prior to the
beginning of a Deferral Period, specifying the amount to be deferred
for such Deferral Period.
2.14 Plan. "Plan" means this eLoyalty Corporation Executive Deferred
Compensation Plan as amended from time to time.
2.15 Retirement. "Retirement" means any voluntary termination of
employment with the Company by the Participant (i) on or after
attaining age fifty-five (55) and after completing at least five (5)
years of service with an Employer or with TSC or (ii) on or after
attaining age sixty-five (65). "Retirement" shall also mean any
termination of employment by a Participant that is deemed to be a
Retirement by the Committee.
2.16 Subaccount. "Subaccount" means the device used by the Employer to
measure and determine the amount of Deferrals allocated to each
Investment Index selected by the Participant, and the Earnings
allocated thereto.
2
<PAGE> 5
2.17 Termination. "Termination" means any involuntary termination or
any voluntary termination of employment with the Company other than on
account of Retirement, Disability or death.
2.18 TSC Plan. "TSC Plan" means the Technology Solutions Company
Executive Deferred Compensation Plan, as in effect immediately prior to
the Effective Date.
3. PARTICIPATION AND DEFERRALS
3.1 Eligibility and Participation
3.1.1 Eligibility. Eligibility to participate in the Plan shall be
limited to those employees selected by the Plan Committee as being
eligible to participate. Each employee of an Employer who was a
participant in the TSC Plan immediately prior to the Effective Date
shall be a Participant in this Plan as of the Effective Date.
3.1.2 Participation. An eligible individual may elect to
participate in the Plan with respect to any Deferral Period by
submitting a Participation Agreement to the Committee prior to the
beginning of the Deferral Period.
3.1.3 Part-Year Participation. When an individual first becomes
eligible to participate during a Deferral Period, a Participation
Agreement may be submitted to the Employer no later than thirty
(30) days after the employee becomes eligible to participate. Such
Participation Agreement will be effective only with regard to
Compensation to be paid following submission of the Participation
Agreement to the Employer.
3.2 Form of Deferral. A Participant may elect a deferral in the
Participation Agreement as follows. A deferral shall be a portion of
the Compensation payable by the Employer to the Participant during the
Deferral Period. The amount of Compensation to be deferred shall be
stated as a flat percentage, a flat dollar amount, or a percentage
amount above a flat dollar amount not to exceed the maximums and not to
be less than the minimums described in Section 3.3.
3.3 Limitations on Deferrals. The following limitations shall apply to
deferrals.
3
<PAGE> 6
3.3.1 Maximum. The maximum percentage of Compensation deferred
shall be fifty percent (50%) for base salary and commissions and
one-hundred percent (100%) for bonuses and retention bonuses.
3.3.2 Minimum. The minimum deferral amount shall be five thousand
dollars ($5,000) for each Deferral Period.
3.3.3 Changes in Minimum or Maximum. The Committee may change the
minimum or maximum deferral amounts from time to time by giving
written notice to all Participants. No such change may affect the
amount of deferral specified in a Participation Agreement made
prior to the Committee's action.
3.4 Termination of Employment. If a Participant terminates employment
with Employer prior to the end of the Deferral Period, the Deferral
Period shall end at the date of termination.
3.5 Continuation of Deferral Amount. Once a Participant has filed a
Participation Agreement, the elected deferral amount shall remain in
effect for the applicable Deferral Period. The election shall be
irrevocable except as provided in Section 5.1 relating to hardship
withdrawals.
3.6 Change in Employment Status. The Committee reserves the right to
terminate an employee's participation in the plan if such employee no
longer meets the eligibility requirements set by the Committee. Account
balances will remain in the Plan and the employee will be deemed a
Participant for purposes of those Accounts.
4. DEFERRED COMPENSATION ACCOUNT
4.1 Account. The amounts deferred by a Participant under the Plan, and
any Earnings, shall be credited to the Participant's Account. Separate
Subaccounts will be maintained to reflect Investment Index selections.
The Account and Subaccounts shall be bookkeeping devices utilized for
the sole purpose of determining the benefits payable under the Plan and
shall not constitute a separate fund of assets. As of the Effective
Date, each Participant's Account shall also be credited with the amount
credited to such Participant's account under the TSC Plan, which amount
shall thereafter be paid pursuant to the terms of this Plan, and not
the TSC Plan.
4.2 Selection of Investment Index
4
<PAGE> 7
4.2.1 At the time a Participant elects a deferral for a Deferral
Period, the Participant shall also select the Investment Index or
Indexes in which the Participant wishes to have the deferrals
deemed invested. The Participant may select any combination of one
or more of the Investment Indexes as long as at least ten percent
(10%) is allocated to each of the Investment Indexes selected.
4.2.2 At the time the Participant selects Investment Index(es) for
new deferrals, a different allocation may be selected among
Investment Funds for current Account balances, which may be
different from the allocation for new deferrals. A Participant may
change his or her investment allocation at any time, but not more
frequently than once in any 30-day period, in accordance with the
electronic, telephonic, or other methods designated by the
Committee.
4.3 Timing of Credits; Withholding. A Participant's deferred
Compensation shall be credited to the Account and Subaccounts at the
time it would have been payable to the Participant. Any withholding of
taxes or other amounts with respect to deferred Compensation that is
required by state, federal or local law shall be withheld from the
Participant's corresponding nondeferred Compensation.
4.4 Determination of Accounts and Subaccounts. Each Participant's
Account shall consist of the balance of such Participant's account
under the TSC Plan immediately prior to the Effective Date increased by
any deferred Compensation credited to such Participant's Account
pursuant to Section 3, reduced by any benefits distributed to the
Participant and increased or decreased by the Earnings credited on the
balance in the Account as of each day on which the Nasdaq National
Market or the New York Stock Exchange is open.
4.5 Vesting of Accounts. Each Participant shall be one hundred percent
(100%) vested at all times in the amounts credited to such
Participant's Account, Subaccount and Earnings thereon, for amounts
attributable to deferrals.
4.6 Statement of Accounts. The Committee shall give to each Participant
a statement showing the balances in the Participant's Account and
Subaccount(s) on a quarterly basis and at such other times as may be
determined by the Committee.
5
<PAGE> 8
5. PLAN BENEFITS
5.1 Early Withdrawals. A Participant's Account may be distributed to
the Participant before termination of employment as follows:
5.1.1 Election for In-Service Distribution. A Participant may elect
in the Participation Agreement to have returned to such Participant
any portion of the principal amount deferred by the Participation
Agreement as soon as administratively practicable after the
beginning of the fifth year following the commencement of the
Deferral Period. The portion of the principal amount to be returned
shall be elected in the Participation Agreement. The amount
distributed shall be limited to the Account balance, if it is less
than the principal amount deferred.
5.1.2 Hardship Withdrawal. Upon a finding that a Participant or
Beneficiary has suffered an Unforeseeable Emergency, the Committee
may, in its sole discretion, make distributions from the
Participant's Account. "Unforeseeable Emergency" means an
unanticipated emergency that is caused by an event beyond the
control of the Participant or Beneficiary and that would result in
severe financial hardship to the individual if early withdrawal
were not permitted. In no event shall declining earnings rates be
considered an Unforeseeable Emergency. Any early withdrawal
approved by the Committee shall be limited to the amount necessary
to meet the emergency. If a Participant is deemed eligible to
receive a hardship withdrawal, no additional deferrals shall be
made for the Participant for the remainder of the Deferral Period
in which withdrawal is made or for the immediately succeeding
Deferral Period.
5.1.3 Form of Payment. Withdrawals shall be paid in a lump sum and
shall be charged to the Participant's Account as a distribution.
5.2 Termination of Employment. If a Participant terminates employment
with Employer for any reason, including death or disability, the
Employer shall pay to the Participant (or the Participant's
Beneficiary, in case of death) benefits equal to the balance in the
Account.
6
<PAGE> 9
5.3 Form of Benefits. Except as provided below, benefits payable as a
result of termination of employment shall be paid in the form elected
by the Participant prior to the beginning of the first Deferral Period
or as thereafter changed pursuant to Section 5.4. If the Participant
participated in the TSC Plan prior to the Effective Date, benefits
payable to the Participant hereunder shall be paid in the form elected
under the TSC Plan. If a Participant's termination of employment is a
Retirement or Disability, the form of benefit shall be, as elected by
the Participant:
5.3.1 A lump sum amount which is equal to the applicable Account
balance; or
5.3.2 Equal monthly installments of the Account amortized over a
period of sixty (60), one hundred twenty (120), or one hundred
eighty (180) months. Earnings on the unpaid balance shall continue
to be credited to Subaccounts at the appropriate Investment Fund
rate; or
5.3.3 Equal annual installments of the Account amortized over a
period of five (5), ten (10), or fifteen (15) years. Earnings on
the unpaid balance shall continue to be credited to Subaccounts at
the appropriate Investment Fund rate.
If a Participant's termination of employment is a Termination, the form
of benefit shall be, as elected by the Participant:
5.3.4 A lump sum amount which is equal to the applicable Account
balance; or
5.3.5 Equal monthly installments of the Account amortized over a
period of twelve (12), twenty-four (24), or thirty-six (36) months.
Earnings on the unpaid balance shall continue to be credited to
Subaccounts at the appropriate Investment Fund rate; or
5.3.6 Equal annual installments of the Account amortized over a
period of one (1), two (2), or three (3) years. Earnings on the
unpaid balance shall continue to be credited to Subaccounts at the
appropriate Investment Fund rate.
Benefits payable due to a Participant's death shall be distributed as
follows:
5.3.7 If the Participant's death occurs before benefit payments
have commenced, the Participant's Beneficiary shall receive payment
in a lump sum.
5.3.8 If the Participant's death occurs after benefit payments have
commenced, the Participant's Beneficiary shall continue to receive
payments in the form elected by the Participant.
7
<PAGE> 10
Notwithstanding the form elected, if the Participant's total Account is
five thousand dollars ($5,000) or less as of the date the Participant's
employment terminates, the benefit shall be paid in a lump sum.
5.4 Change in Form of Benefits. A Participant may amend the form of
benefit distribution previously selected at any time prior to the
calendar year in which the Participant's employment terminates so long
as the amendment does not increase the number of years during which
payment is to be made. Notwithstanding the above, the Participant may
not amend any distribution election made pursuant to Section 5.1.1,
Election for In-Service Distribution.
5.5 Disability Payments. If a Participant is to receive payments from
the Plan due to Disability, and wishes to alter the form of benefit
payment previously elected, the Participant shall submit a request to
postpone payments until the Participant would have otherwise qualified
for Retirement had the Participant remained employed at the Company in
the full capacity of his or her duties. Amendment of the form of
payment shall be subject to approval by the Committee. Any alteration
of the elected payment shall be at the sole discretion of the Committee
and the Committee reserves the right to deny any application to alter
the elected payment form.
5.6 Withholding Payroll Taxes. The Employer shall withhold from
payments hereunder any taxes required to be withheld from such payments
under federal, state or local law. A Beneficiary, however, may elect
not to have withholding of federal income tax pursuant to Section 3405
of the Internal Revenue Code, or any successor provision thereto.
5.7 Valuation. The amount of a lump sum, monthly installment, or annual
installment payment shall be based on the value of the Participant's
Account on the date the Participant's employment terminates. Except as
provided in Section 5.8, payments shall be made or commence within
ninety (90) days after such date.
5.8 Covered Employee. Notwithstanding Section 5.7, if any portion of a
payment in a calendar year would be disallowed as a deduction to the
Employer because the Participant is a "covered employee" for that
calendar year under Section 162(m) of the Internal Revenue Code, that
portion shall instead be paid in the immediately following
8
<PAGE> 11
calendar year, by January 30. This Section does not apply to early
withdrawals under Section 5.1.
5.9 Payment to Guardian. If a distribution is payable to a minor or to
a person declared incompetent or to a person incapable of handling the
disposition of property, the Committee may direct payment to the
guardian, legal representative, or person having the care and custody
of such minor, incompetent, or person. The Committee may require proof
of incompetence, minority, incapacity or guardianship as it may deem
appropriate prior to distribution. Such distribution shall completely
discharge the Committee from all liability with respect to such
benefit.
6. BENEFICIARY DESIGNATION
6.1 Beneficiary Designation. Each Participant shall have the right at
any time to designate one or more persons or an entity as Beneficiary
(both primary as well as secondary) to whom benefits under this Plan
shall be paid in the event of a Participant's death prior to complete
distribution of the Participant's Account. Each Beneficiary designation
shall be in a written form prescribed by the Committee and will be
effective only when filed with the Committee during the Participant's
lifetime. The Beneficiary designated by a Participant under the TSC
Plan shall continue in effect under this Plan until changed by such
Participant. Designation by a married Participant of a Beneficiary
other than the Participant's spouse shall not be effective unless the
spouse executes a written consent that acknowledges the effect of the
designation and is witnessed by a notary public, or the consent cannot
be obtained because the spouse cannot be located.
6.2 Amendments. Except as provided below, any nonspousal designation of
Beneficiary may be changed by a Participant without the
consent of such Beneficiary by the filing of a new designation with the
Committee. The filing of a new designation shall cancel all
designations previously filed.
6.3 Change in Marital Status. If the Participant's marital status
changes after the Participant has designated a
Beneficiary, the following shall apply:
6.3.1 If the Participant is married at death but was unmarried when
the designation was made, the designation shall be void unless the
spouse has consented to it in the manner prescribed above.
9
<PAGE> 12
6.3.2 If the Participant is unmarried at death but was married when
the designation was made:
6.3.2.1 The designation shall be void if the spouse was named as
Beneficiary.
6.3.2.2 The designation shall remain valid if a nonspouse
Beneficiary was named.
6.3.3 If the Participant was married when the designation was made
and is married to a different spouse at death, the designation
shall be void unless the new spouse has consented to it in the
manner prescribed above.
6.4 No Beneficiary Designation. If any Participant fails to designate a
Beneficiary in the manner provided above, or if the Beneficiary
designated by a deceased Participant dies before the Participant or
before complete distribution of the Participant's benefits, the
Participant's Beneficiary shall be the person in the first of the
following classes in which there is a survivor:
6.4.1 The Participant's surviving spouse;
6.4.2 The Participant's children in equal shares, except that if
any of the children predeceases the Participant but leaves issue
surviving, then such issue shall take by right of representation
the share the parent would have taken if living;
6.4.3 The Participant's estate.
7. ADMINISTRATION
7.1 Committee; Duties. This Plan shall be administered by the Committee
which shall be comprised of the outside directors serving on the
Board's Compensation Committee or a committee of at least two members
composed of non-Participants, designated by the Board's Compensation
Committee. The Committee shall have the authority to make, amend,
interpret and enforce all appropriate rules and regulations for the
administration of the Plan and decide or resolve any and all questions,
including interpretations of the Plan, as may arise in such
administration. A majority vote of the
10
<PAGE> 13
Committee members shall control any decision. Members of the Committee
may be Participants under this Plan.
7.2 Agents. The Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may
from time to time consult with counsel who may be counsel to the
Company.
7.3 Binding Effect of Decisions. The decision or action of the
Committee with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and
the rules and regulations promulgated hereunder shall be final,
conclusive and binding upon all persons having any interest in the
Plan.
7.4 Indemnity of Committee. The Company shall indemnify and hold
harmless the members of the Committee to the fullest extent authorized
by the Delaware General Corporation Law pursuant to "Article VIII
Indemnification" of the Company's By-Laws.
8. CLAIMS PROCEDURE
8.1 Claim. Any person claiming a benefit, requesting an interpretation
or ruling under the Plan, or requesting information under the Plan
shall present the request in writing to the Committee, which shall
respond in writing as soon as practicable.
8.2 Denial of Claim. If the claim or request is denied, the written
notice of denial shall state:
8.2.1 The reasons for denial, with specific reference to the Plan
provisions on which the denial is based.
8.2.2 A description of any additional material or information
required and an explanation of why it is necessary.
8.2.3 An explanation of the Plan's claim review procedure.
8.3 Review of Claim. Any person whose claim or request is denied or who
has not received a response within thirty (30) days may request review
by notice given in writing to the Committee. The claim or request shall
be reviewed by the Committee which may, but shall not be required to,
grant the claimant a hearing. On review, the claimant may have
representation, examine pertinent documents, and submit issues and
comments in writing.
11
<PAGE> 14
8.4 Final Decision. The decision on review shall normally be made
within sixty (60) days. If any extension of time is required for a
hearing or other special circumstances, the claimant shall be notified
and the time limit shall be one hundred twenty (120) days. The decision
shall be in writing and shall state the reasons and the relevant Plan
provisions. All decisions on review shall be final and bind all parties
concerned.
9. AMENDMENT AND TERMINATION OF PLAN
9.1 Amendment. The Board may at any time amend the Plan by written
instrument, notice of which shall be given to all Participants and to
Beneficiaries receiving installment payments, subject to the following:
9.1.1 Preservation of Account Balance. No amendment shall reduce
the amount accrued in any Account to the date such notice of the
amendment is given.
9.1.2 Changes in Investment Indexes. The Committee may change the
Investment Indexes available to Participants for any date
subsequent to the date of such change.
9.2 Employer's Right to Terminate. The Board may at any time partially
or completely terminate the Plan if, in its judgment, the tax,
accounting, or other effects of the continuance of the Plan, or
potential payments thereunder would not be in the best interest of the
Employer.
9.2.1 Partial Termination. The Board may partially terminate the
Plan by instructing the Committee not to accept any additional
Participation Agreements. If such a partial termination occurs, the
Plan shall continue to operate and be effective with regard to
Participation Agreements entered into prior to the effective date
of such partial termination.
9.2.2 Complete Termination. The Board may completely terminate the
Plan by instructing the Committee not to accept any additional
Participation Agreements, and by terminating all ongoing
Participation Agreements. If such a complete termination occurs,
the Plan shall cease to operate and the Employer shall pay out each
Account. Unless the Committee determines otherwise, payment shall
be made as a lump sum or in equal monthly installments over the
following period, based on the Account balance:
12
<PAGE> 15
Account Balance Payout Period
--------------- -------------
$50,000 or less Lump Sum
More than $50,000 but less than $250,000 3 Years
$250,000 or More 5 Years
Earnings at the appropriate rate shall continue to be credited on the
unpaid balance in each Account. The Employer reserves the right to pay
each Account in a lump sum, notwithstanding the above schedule.
10. MISCELLANEOUS
10.1 Unfunded Plan. This Plan is an unfunded Plan maintained primarily
to provide deferred compensation benefits for a select group of
"management or highly-compensated employees" within the meaning of
Sections 201, 301 and 401 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and therefore is exempt from the
provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the
Board may terminate the Plan and make no further benefit payments or
remove certain employees as Participants if it is determined by the
United States Department of Labor, a court of competent jurisdiction,
or an opinion of counsel that the Plan constitutes an employee pension
benefit Plan within the meaning of Section 3(2) of ERISA (as currently
in effect or hereafter amended) which is not so exempt.
10.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no secured legal or equitable
rights, interest or claims in any property or assets of the Employer,
nor shall they be Beneficiaries of, or have any rights, claims or
interest in any assets or financial instruments which may be acquired
by the Employer. Except as provided in Section 10.3, such assets of the
Employer shall not be held under any trust for the benefit of
Participant, their Beneficiaries, heirs, successors or assigns, or held
in any way as collateral security for the fulfilling of the obligations
of the Employer under this Plan. Any and all of the Employer's assets
and policies shall be, and remain, the general, unpledged, unrestricted
assets of the Employer. The Employer's obligation under the Plan shall
be that of an unfunded and unsecured promise to pay money in the
future.
13
<PAGE> 16
10.3 Trust Fund. At its discretion, the Employer may establish one or
more trusts, with such trustees as the Board may approve, for the
purpose of providing for the payment of benefits owed under the Plan.
Although such a trust shall be irrevocable, its assets shall be held
for payment of all the Employer's general creditors in the event of
insolvency. To the extent any benefits provided under the Plan are paid
from any such trust, the Employer shall have no further obligation to
pay them. If not paid from the trust, such benefits shall remain the
obligation of the Employer. Notwithstanding the existence of such a
trust, it is intended that the Plan be unfunded for tax purposes and
for purposes of Title I of ERISA.
10.4 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are, expressly
declared to be unassignable and nontransferable. No part of the amounts
payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency.
10.5 Not a Contract of Employment. This Plan shall not constitute a
contract of employment between the Employer and the Participant.
Nothing in this Plan shall give a Participant the right to be retained
in the service of the Employer or to interfere with the right of the
Employer to discipline or discharge a Participant at any time.
10.6 Protective Provisions. A Participant will cooperate with the
Employer by furnishing any and all information requested by the
Employer as the Employer may reasonably require.
10.7 Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of Illinois, except as
preempted by federal law.
10.8 Validity. In case any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provision had never been
inserted herein.
14
<PAGE> 17
10.9 Notice. Any notice required or permitted under the Plan shall be
sufficient if in writing and hand delivered or sent by registered or
certified mail. Such notice shall be deemed as given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification. Mailed
notice to the Committee shall be directed to the Company's address.
Mailed notice to a Participant or Beneficiary shall be directed to the
individual's last known address in the Employer's records.
10.10 Successors. The provisions of this Plan shall bind and inure to
the benefit of the Employer and its successors and assigns. The term
successors as used herein shall include any corporate or other business
entity which shall, whether by merger, consolidation, purchase or
otherwise acquire all or substantially all of the business and assets
of the Employer, and successors of any such corporation or other
business entity.
15