Exhibit 10.4
TRUST AGREEMENT
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This Agreement made this 20th day of June, 2001 by and between Xxxxxx'x
Entertainment, Inc., Xxx Xxxxxx'x Xxxxx, Xxx Xxxxx, XX 00000 (the "Company") and
Xxxxx Fargo Bank Minnesota, N.A. (the "Trustee" or "Xxxxx Fargo");
RECITALS
(a) WHEREAS, the Company has adopted the Non-Management Directors Stock
Incentive Plan (the "Plan") attached hereto as Exhibit A.
(b) WHEREAS, the Company has incurred or expects to incur liability
under the terms of the Plan with respect to the individuals and their
beneficiaries covered by the Plan ("Participants");
(c) WHEREAS, the Company has established this trust (which was
initially established on November 7, 1997 with Bank of America successor to
NationsBank) and wishes to continue the trust pursuant to this Agreement (the
"Trust") and to continue contributing assets to the Trust that will be held in
the Trust, subject to the claims of the Company's creditors in the event of the
Company's Insolvency, as herein defined, until either paid to Participants or
returned to the Company in such manner and at such times as specified in this
Agreement;
(d) WHEREAS, it is the intention of the parties that the Trust shall
not affect the status of the deferred provisions of the Plan as an unfunded
arrangement;
(e) WHEREAS, it is the intention of the Company to continue to make
contributions to the Trust to provide a source of funds to assist meeting its
liabilities under the Plan; and
(f) WHEREAS, references to the "Company" herein include Xxxxxx'x
Entertainment, Inc., and any successor to its obligations under the Plan.
NOW, THEREFORE, the parties do hereby establish the Trust to continue
as the successor to the trust with Bank of America, as amended hereby, and agree
that the Trust shall be comprised, held and disposed of as follows:
Section 1. ESTABLISHMENT OF TRUST
(a) The Company initially deposited, with the original Trustee in
trust, 26,164 shares of the Company's Common Stock, which became the initial
principal of the Trust to be held, administered and disposed of by the Trustee
as provided in this Agreement. The Trust became effective upon
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the original Trustee's receipt of this deposit. The Company will instruct Bank
of America to transfer all of the assets in the Trust to Xxxxx Fargo as soon as
practical following the signing of this Agreement.
(b) The Trust hereby established shall be irrevocable except as
provided herein.
(c) The Trust is intended to be a grantor trust, of which the Company
is the grantor, within the meaning of Subpart E, Part I, Subchapter J, Chapter
1, Subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Participants and general creditors as herein set
forth except when this Agreement permits or requires such funds to be returned
to the Company. Participants shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created under the
Plan and this Agreement shall be mere unsecured contractual rights of
Participants against the Company. Any assets held by the Trust will be subject
to the claims of the Company's general creditors under federal and state law in
the event of Insolvency, as defined in Section 3(a) herein.
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(e) Within ninety (90) days following the end of each plan quarter
originally starting the quarter ending September 30, 1997, the Company shall
irrevocably deposit additional cash or other property into the Trust (which may
include the Company's Common Stock or other securities) so that the Trust has an
amount sufficient to distribute to each Participant the benefits payable
pursuant to the terms of the Plan as of the close of such quarter assuming such
benefits were then payable in full.
Section 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
(a) Within 60 days following the execution of this Agreement, the
Company shall deliver to the Trustee a schedule (the "Payment Schedule") that
indicates the amounts payable in respect of each Participant or that provides a
formula or other instructions acceptable to the Trustee for determining the
amounts so payable, the form in which such amount is to be paid (as provided for
or available under the Plan), and the time of commencement for payment of such
amounts. The Payment Schedule will be updated periodically as necessary, but not
less than annually, by the Company.
(b) If the Company does not make payment or deliver stock or securities
sufficient to satisfy any distribution
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obligation under the Plan to a Participant when due, the Participant will be
entitled to deliver to the Trustee a written notice (the "Participant's Notice")
setting forth instructions for the distribution obligation the Participant
believes is due under the Plan. The Trustee will deliver a copy of the
Participant's Notice to the Company within ten (10) business days of receipt
thereof. If the Company does not, within ten (10) business days after receiving
a copy of the Participant's Notice, deliver written notice to the Trustee
objecting to the payment instructions contained in the Participant's Notice on
the grounds that such distribution is not due under the Plan, the Trustee shall
make the distribution referred to in the Participant's Notice. Such distribution
shall be such amount of Company stock or other securities or trust assets as the
Trustee deems reasonably appropriate to satisfy the instructions in the
Participant's Notice. The Trustee will use its best efforts to deliver Company
stock or successor securities in satisfaction of the Plan's obligations. If it
is necessary to liquidate or sell any securities in Trust for this purpose, the
Trustee may undertake such liquidation or sale as soon as possible in order to
obtain the necessary assets for the distribution. The Trustee shall not be
liable to anyone for making distributions in good faith in accordance with the
terms of this Section.
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(c) If the Company delivers timely written notice to the Trustee
objecting to the distribution to the Participant on the grounds that such
distribution is not due under the Plan, the Trustee shall deliver a copy of such
notice to the Participant within five (5) business days of the Trustee's receipt
thereof. The Trustee shall then make the distribution to cover the obligation
set forth in the Participant's Notice (unless the Company objects on the grounds
that the distribution has already been made or has already been fully satisfied
in which event the procedures at the end of this section 2(c) shall apply)
within five (5) business days after receipt from the Participant of a written
undertaking, in the form attached hereto as Exhibit B, to indemnify and hold
harmless the Trustee and the Company from and against all losses or claims which
may result from any incorrect distribution which is made to the Participant
pursuant to the Participant's Notice.
If the Company gives written notice to the Trustee objecting on the grounds that
the requested distribution has already been made or has been fully satisfied and
the Company provides the Trustee with written documentation substantiating such
fact, the Trustee shall not make the distribution from the Trust. If the Company
does not, within twenty (20) business days after receipt of the
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Participant's Notice, confirm that such distribution has been made or has been
fully satisfied by the Company, then the Trustee shall make the required
distribution to the Participant sufficient to satisfy, as reasonably determined
by the Trustee, the obligation described in the Participant's Notice after
receiving from the Participant the written undertaking in the form attached as
Exhibit B.
(d) It is understood the Company is required to distribute benefits
directly to Participants as they become due under the terms of the Plan. To the
extent the Company from time to time makes distributions under the Plan which
the Trust is intended to protect, the Trustee shall, upon written request of the
Company's Controller or Assistant Controller, promptly reimburse the Company for
any such distribution by returning Trust assets to the Company equal in value to
the distribution or equal to the amount of securities that were distributed to
Participants. Such reimbursement shall be made within ten (10) days after a
written notice is delivered by the Company's Controller or Assistant Controller
to the Trustee setting forth the specific distribution made by the Company, who
received the distribution and the date thereof, and the form and amount of
assets to be returned to the Company (cash and/or securities).
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(e) The entitlement of a Participant to benefits under the Plan shall
be determined in accordance with the terms of the Plan, and any claim for such
benefits shall be considered and reviewed under the procedures set out in the
Plan.
(f) If at the end of any quarter the principal of the Trust, and any
earnings thereon, will not be sufficient to make payments of Plan benefits as if
they were then payable in full as determined by the Company, the Company shall
within ninety (90) days after the end of the quarter deposit additional cash or
other assets or securities (which may include Company stock) into the Trust to
the extent necessary to keep the Trust fully funded so it will have the
capability of distributing to all Participants their benefits valued at the end
of such quarter. The Trustee is under no duty to compel contributions to the
Trust.
(g) The Company will be responsible for satisfying all federal, state
or local tax reporting obligations that may be required with respect to the
payment of benefits, the performance of services to which the benefits relate,
and the vesting of benefits pursuant to the terms of the Plan or Trust
Agreement. The amount withheld and time at which such
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taxes are considered to be due and payable shall be determined by the Company.
The Company will provide the Trustee with instructions regarding the appropriate
amount of withholding and the Trustee will not be liable for damages for
withholding in accordance with such instructions. Trustee will pay amounts
withheld to Company for remittance by Company to the appropriate taxing
authorities. If the Trustee does not receive such instructions, the Trustee is
not required to withhold any amount from the payment.
If the Trustee is required to make payments pursuant to the terms of this Trust,
the Trustee will promptly make a written request to the Company for withholding
instructions. If the Company does not give withholding instructions to Trustee
within ten business days after receiving this request, then Trustee will
withhold and remit to appropriate authorities such withholding taxes as Trustee
deems are necessary. The Company, not the Trustee, will be responsible for FICA
or FUTA taxes that apply unless the Trustee is advised by its counsel or
required by court order to apply these taxes. The Trustee will promptly report
any payments and withholdings to the Company. The Company will then be
responsible for all reporting obligations to governmental authorities and will
hold the Trustee harmless
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from such reporting obligations and from any withholding decisions made by
Trustee under this paragraph.
Notwithstanding the foregoing, to the extent that the Participants are not
employees of the Company, it is understood that the Trustee shall not withhold
any amounts for income tax, FICA or FUTA. The Trustee has no responsibility to
advise the Company as to the taxability or deductibility of contributions to or
distributions from the Trust, or gains or losses thereon, whether with regard to
income, FICA, FUTA, or other taxes, and Company acknowledges that it has not and
will not rely on Trustee for such purposes.
Section 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
COMPANY IS INSOLVENT.
(a) The Trustee shall cease distributions to Participants if the
Company is Insolvent. The Company shall be considered "Insolvent" for purposes
of this Agreement if (i) the Company is unable to pay its debts as they become
due, or (ii) the Company is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.
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(b) At all times during the continuance of this Trust, as provided in
Section 1 hereof, the principal and income of the Trust shall be subject to
claims of general creditors of the Company under federal and state law as set
forth below:
(1) The Board of Directors of the Company or the Chief Executive
Officer of the Company will have the duty to notify the Trustee in writing of
the Company's Insolvency. If such a writing is given to the Trustee, the
determination of Insolvency shall be deemed made on the date the Trustee
receives such written notice. In addition, if three or more persons claiming to
be creditors of the Company allege in writing to the Trustee, within a period of
five business days, that the Company has become Insolvent, the Trustee shall,
within a reasonable time, determine whether the Company is Insolvent and,
pending such determination, the Trustee shall discontinue payment of benefits to
Participants. If the Trustee does not determine that the Company is Insolvent
within thirty (30) business days after receiving the last written notice from
the three or more persons claiming, within a period of five business days, to be
a creditor of the Company alleging such Insolvency, then the Company will be
deemed solvent on the 30th day after the receipt of such notice unless and until
a determination is
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subsequently made by the Trustee that the Company is Insolvent.
(2) Unless the Trustee has actual knowledge of the Company's
Insolvency, or has received written notice from the Chief Executive Officer of
the Company or from the Company's Board of Directors or from three or more
persons claiming to be creditors alleging, within a period of five business
days, that the Company is Insolvent, the Trustee shall have no duty to inquire
whether the Company is Insolvent. The Trustee may in all events rely on such
evidence concerning the Company's solvency as may be furnished to the Trustee
and that provides the Trustee with a reasonable basis for making a determination
concerning the Company's solvency.
(3) If at any time the Trustee has determined that the Company is
Insolvent, the Trustee shall discontinue distributions to Participants, shall
notify the Company in writing of such determination, and shall hold the assets
of the Trust for the benefit of the Company's general creditors. Nothing in this
Trust Agreement shall in any way diminish any rights of Participants to pursue
their rights as general creditors of the Company with respect to benefits due
under the Plan or otherwise.
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(4) If the Trustee determines the Company is Insolvent, the Trustee
shall resume the distribution of benefits to Participants in accordance with
Section 2 of this Agreement only after the Trustee has determined that the
Company is not Insolvent (or is no longer Insolvent). If the Trustee receives
written notice from the Company's Chief Executive Officer or Board of Directors
that the Company is not Insolvent (or is no longer Insolvent), then the Trustee
will make reasonable inquiry as to the Company's solvency. If the Trustee does
not determine the Company is Insolvent within thirty (30) days after receiving
such written notice, then the Trustee's determination of solvency shall be
deemed made as of the 30th day following receipt of such notice.
(c) Provided that there are sufficient assets in the Trust, if the
Trustee discontinues the distribution of benefits from the Trust pursuant to
Section 3(b) hereof and subsequently resumes such payments, the first
distribution to any Participant following such discontinuance shall include the
aggregate amount of all distributions due to the Participant under the terms of
the Plan for the period of such discontinuance less the aggregate amount of any
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distributions made to the Participant by the Company under the Plan during any
such period of discontinuance.
Section 4. PAYMENTS TO THE COMPANY.
Except as provided in this Agreement, the Company shall have no right
or power to direct the Trustee to return to the Company or to divert to others
any of the Trust assets before all payment of benefits have been made to
Participants pursuant to the terms of the Plan.
Section 5. INVESTMENT AUTHORITY.
(a) The Trustee may, and is expressly authorized to, invest in
securities (including stock or rights to acquire stock) or obligations issued by
the Company. All rights associated with assets of the Trust shall be exercised
by the Trustee or the person designated by the Trustee, and shall in no event be
exercisable by or rest with Participants, except that all voting and decisional
rights including but not limited to rights to decide whether to tender such
shares in a tender offer with respect to trust assets including the Company's
Common Stock will be exercised by the Company. The Trustee will follow the
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Company's instructions in this regard. The Company shall have the right at
anytime, and from time to time in its sole discretion, to substitute assets of
equal fair market value for any asset held by the Trust. This right is
exercisable by the Company in a nonfiduciary capacity without the approval or
consent of any person in a fiduciary capacity.
(b) Since distributions from the Trust to Participants will be in the
form of the Company's Common Stock or successor securities or will be directly
based on the value of the Company's Common Stock (or successor securities), the
Company hereby requests the Trustee to invest all cash deposits (or other
non-Company stock deposits) in Common Stock of the Company as soon as possible
after such deposits are made by the Company into the Trust. The Trustee may also
invest in (without having any liability to Participants or the Company for doing
so or not doing so): (1) direct obligations of the United States or its agencies
(or obligations unconditionally and fully guaranteed as to principal and
interest by the United States or its agencies) in each case maturing within one
year from date of acquisition; (2) negotiable certificates of deposit issued by
any commercial bank (including Xxxxx Fargo or its affiliates) organized and
existing under U.S. Laws or the laws of any state having combined capital and
surplus of at
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least $500 million; (3) money market funds including, but not limited to, any
money market fund maintained by Xxxxx Fargo or its affiliates. No investments
other than those described in Section 5(a) or 5(b) herein will be made by the
Trustee unless otherwise agreed in writing by the Company and the Trustee.
(c) The Trustee will not be liable for any failure to maximize the
income earned on funds in the Trust nor for any losses due to liquidation of any
investment which the Trustee, in its sole discretion, believes necessary to make
any distribution under the terms of the Trust. The Trustee will have no
liability if Trust assets are insufficient to satisfy any obligation to
Participants.
Section 6. CERTAIN FUNDING PROVISIONS
(a) All interest, income and appreciation in value of investments shall
constitute part of the Trust assets. Any dividends, interest or income shall be
reinvested and the Company requests that such reinvestments be in the Company's
Common Stock (or successor securities). All losses of income or principal
including any expenses of the Trustee charged against the Trust will be the
responsibility of the Company and in the event of such losses the Company shall
promptly deposit sufficient assets into the Trust to insure it is
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fully funded. The Trustee has no duty to compel contributions to the Trust.
(b) The Trust shall be fully funded if the market value of the Trust
assets is equal to or greater than the value of the stock rights of Participants
in the Plan as measured by the market value of the Company's Common Stock (or
successor securities) on the day the assets are valued.
Section 7. ACCOUNTING BY TRUSTEE.
The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between
the Company and the Trustee. Within 90 days following the close of each calendar
year and within 30 days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such
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purchases or sales (accrued interest paid or receivable being shown separately),
and showing all cash, securities and other property held in the Trust at the end
of such year or as of the date of such removal or resignation, as the case may
be.
Section 8. RESPONSIBILITY OF TRUSTEE.
(a) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that the
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by the Company which is contemplated by,
and in conformity with, the terms of the Plan or this Trust and is given in
writing by the Company. In the event of a dispute between the Company and a
party, the Trustee may apply to a court of competent jurisdiction to resolve the
dispute.
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(b) If the Trustee undertakes or defends any litigation arising in
connection with this Trust, the Company agrees to indemnify the Trustee against
the Trustee's costs, expenses and liabilities (including, without limitation,
reasonable attorneys' fees and expenses) relating thereto and to be primarily
liable for such payments. If the Company does not pay such costs, expenses and
liabilities in a reasonably timely manner, the Trustee may obtain payment from
the Trust.
(c) The Trustee may consult with legal counsel (who may also be counsel
for the Company or the Trustee generally) with respect to any of its duties or
obligations hereunder.
(d) The Trustee may hire agents, accountants, attorneys, actuaries,
investment advisors, financial consultants or other professionals to assist it
in performing any of its duties or obligations hereunder.
(e) The Trustee shall have, without exclusion, all powers conferred on
the Trustees by applicable law, unless expressly provided otherwise herein.
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(f) Notwithstanding any powers granted to the Trustee pursuant to this
Agreement or under applicable law, the Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
(g) The Trustee does not warrant and shall not be liable for any tax
consequences associated with the Trust or the Plan.
(h) The Trustee shall have no duty to determine or inquire whether any
contributions to the Trust are in compliance with the Plan or the Trust, or to
compute any amount to be paid to the Trustee; nor shall the Trustee be
responsible for the collection or adequacy of any contributions to the Trust or
for the adequacy of the Trust to meet and discharge liabilities to Participants
under the Plan or to other creditors of the Company.
(i) Company acknowledges its responsibility to report annual income of
the Trust on its corporate returns, notwithstanding whether it has made
arrangements to receive annual Forms 1041 from the Trustee.
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(j) In any judicial proceeding between the Company and the Trustee with
respect to the Trustee or the Trust, the Trustee and the Company shall be the
only necessary parties; and no Participant shall be entitled to any notice of
process. A final judgment in any such proceeding shall be binding upon the
parties to the proceeding and all Participants.
(k) If all or any part of the Trust is at any time attached, garnished,
or levied upon by a court order which is in full force and effect and has not
been stayed, or in case the payment, assignment, transfer, conveyance or
delivery of any such property shall be stayed or enjoined by any court order
which is in full force and effect and has not been stayed or in case an order,
judgment or decree that is in full force and effect and has not been stayed
shall be made or entered by a court affecting such property or any part thereof,
then and in any of such events the Trustee is authorized, in its sole
discretion, to rely upon and comply with any such order, judgment or decree
while it is in full force and effect and has not been stayed, and it shall not
be liable to the Company or any Participant by reason of such compliance even
though such order, judgment or decree shall subsequently may be reversed,
modified, annulled, set aside or vacated.
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Section 9. COMPENSATION AND EXPENSES OF THE TRUSTEE.
The Company shall pay all administrative and Trustee's fees and
expenses as well as the expenses of any third parties hired by the Trustee to
assist it in performing any of its duties or obligations hereunder. If not so
paid, the fees and expenses shall be paid from the Trust. The fees payable to
the Trustee are described in Exhibit C as amended by the parties from time to
time.
Section 10. RESIGNATION AND REMOVAL OF THE TRUSTEE.
(a) The Trustee may resign at any time by written notice to the
Company, which shall be effective 90 days after receipt of such notice unless
the Company and the Trustee agree otherwise in writing.
(b) The Trustee may be removed and replaced by the Company on 90 days
notice or upon shorter notice accepted by the Trustee.
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(c) If the Trustee resigns or is removed, and if a successor trustee
has not been appointed, the Trustee may select a successor trustee pursuant to
the procedures of section 11(b) hereof prior to the effective date of the
Trustee's resignation or removal.
(d) Upon resignation or removal of the Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within 30 days after the resignation or
removal unless the Company extends the time limit.
(e) If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal. If no such appointment has been made, the Trustee may
apply to a court of competent jurisdiction for appointment of a successor or for
instructions. All expenses of the Trustee in connection with the proceeding
shall be allowed as administrative expenses of the Trust and shall be payable by
the Company..
Section 11. APPOINTMENT OF SUCCESSOR.
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(a) If the Trustee resigns or is removed in accordance with section 10
hereof, the Company shall appoint a third party, such as a bank trust department
or other party that may be granted corporate trustee powers under state law, as
a successor to replace the Trustee upon such resignation or removal. The
appointment shall be effective when accepted in writing by the new Trustee, who
shall have all of the rights and powers of the former Trustee under this
Agreement, including ownership rights in the trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by the Company or
the successor Trustee to evidence the transfer.
(b) If the Trustee resigns or is removed pursuant to the provisions of
section 10 hereof and the Company fails to appoint a successor trustee, the
Trustee may then select a successor Trustee. The Trustee may, in selecting a
successor Trustee, appoint any third party such as a bank trust department or
other party that may be granted corporate trustee powers under state law. The
appointment of a successor trustee shall be effective when accepted in writing
by the new Trustee. The new Trustee shall have all the rights and powers of the
former Trustee under this agreement, including ownership rights in trust assets.
The former Trustee shall execute any instrument necessary or
24
reasonably requested by the successor Trustee to evidence the transfer.
(c) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing trust assets, subject to
this Agreement. The successor Trustee shall not be responsible for, and the
Company shall indemnify and defend the successor Trustee from, any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event or any condition existing at the time it becomes successor
Trustee.
Section 12. AMENDMENT OR TERMINATION.
(a) This Trust Agreement may be amended by a written instrument
executed by the Trustee and the Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan, shall make the Trust
revocable without the written consent of all Participants, nor shall materially
and adversely affect the substantive rights of Participants without the written
consent of all Participants. The Trustee shall have no duty to determine whether
an amendment conflicts with the terms of the Plan or
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materially and adversely affects the substantive rights of Participants.
(b) The Trust shall not terminate until the date on which Participants
are no longer entitled to benefits pursuant to the terms of the Plan unless
sooner revoked in accordance with section 12(a) hereof. The Trustee may rely on
instructions from the Company that all benefits have been paid pursuant to the
Plan. However, upon written consent of all Participants who are entitled to
benefits at any time pursuant to the terms of the Plan, the Company may
terminate this Trust prior to the time all benefit payments under the Plan have
been made. All assets in the Trust at termination shall be returned to the
Company.
Section 13. MISCELLANEOUS.
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Participants under this Trust Agreement may not
be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to
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attachment, garnishment, levy, execution or other legal or equitable process,
except upon death. In the event of a Participant's death, the Participant's
estate or legal beneficiary shall be entitled to Participant's rights.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of Nevada.
(d) Any notice, demand, waiver or other communication required or
permitted under this Agreement will be in writing and will be given personally,
by Fax, certified mail, or by Federal Express or other overnight courier
service, will be deemed given when received, and will be addressed as follows:
If to the Company: Xxxxxx'x Entertainment, Inc.
Xxx Xxxxxx'x Xxxxx
Xxx Xxxxx, XX 00000
Attn: Secretary
Fax: (000) 000-0000
If to the Trustee: Xxxxx Fargo Bank Minnesota, N.A.
0000 Xxxx Xxxxxx Xxxxxx,
Xxxxx 000
Xxx Xxxxx, XX 00000
Fax: (000) 000-0000
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Any notice to a Participant will be sent by certified mail or by Federal Express
or other overnight courier service to the Participant's last known address.
(e) Each Participant will be a third party beneficiary of this
Agreement and will be entitled to enforce the Agreement as it applies to such
Participant.
(f) This Agreement is the complete agreement of the parties with
respect to the subject matter hereof and supersedes any prior agreements or
understandings relating thereto.
(g) This Agreement is binding on the parties hereto and their
respective successors and legal representatives.
(h) The Company and the Trustee will, at any time and from time to
time, upon the reasonable request of the other party, execute and deliver such
further instruments and do such further acts as may be necessary or proper to
effectuate the purposes of this Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date written
above.
XXXXXX'X ENTERTAINMENT, INC.
By: /s/ XXXXXX XX
-----------------------
Title: Vice President - Compensation & Benefits
----------------------------------------
XXXXX FARGO BANK MINNESOTA, N.A.
By: /s/ XXXX X. LAKE
-----------------------
Title: Assistant Vice President
-------------------------
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EXHIBIT A
THE PROMUS COMPANIES INCORPORATED
1996 NON-MANAGEMENT DIRECIORS STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of The Promus Companies Incorporated 1996
Non-Management Directors Stock Incentive Plan (the "Plan") is to attract, retain
and compensate highly-qualified individuals who are not employees of The Promus
Companies Incorporated,-a Delaware corporation (the "Company") or any of its
subsidiaries or affiliates for service as members of the Board of Directors
("Non- Management Directors") by providing them with an ownership interest in
the common stock of the Company ("Common Stock"). The Company intends that the
Plan will benefit the Company and its stockholders by allowing Non-Management
Directors to have a personal financial stake in the Company through an ownership
interest in the Common Stock and will closely associate the interest of Non-
Management Directors with that of Promus's stockholders.
2. ADMINISTRATION. The Plan shall be administered by a committee appointed
by the Board of Directors of the Company and consisting of Directors who are not
eligible to participate in the Plan (the "Committee"). Subject to the provisions
of the Plan, the Committee shall be authorized to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan; PROVIDED, HOWEVER, that the Committee shall have no discretion with
respect to the eligibility or selection of Non~Management Directors to receive
awards under the Plan, the number of shares of stock subject to any such awards
or the time at which any such awards are to be granted; and PROVIDED FURTHER,
that the Committee shall not have the authority to take any action or make any
determination that would materially increase the benefits accruing to
participants under the Plan. The Committee's interpretation of the Plan, and all
actions taken and determinations made by the Committee pursuant to the powers
vested in it hereunder, shall be conclusive and binding upon all parties
concerned including the Company, its stockholders and persons granted awards
under the Plan.
3. SHARES SUBJECT TO PLAN. The shares issued under the Plan shall not
exceed in the aggregate 150,000 shares of Common Stock. Such shares may be
authorized and unissued shares or treasury shares.
4. PARTICIPANTS. All active members of the Company's Board of Directors
who are not as of the date of any award employees of the Company or any of its
subsidiaries or affiliates shall be eligible to participate in the Plan.
5. AWARDS
(a) GRANT DATES AND FORMULA FOR AUTOMATIC GRANTS. Shares of Common
Stock shall be: automatically granted on May 1, August I, November 1 and
February 1 of each plan year (each such date: is hereinafter referred to
as a "Grant Date:") to each eligible: Non-Management Director commencing
with the August 1, 1996 Grant Date. The total number of shares included in
each grant under this Section 5(a) shall be: determined by dividing Fifty
Percent (50%) of the: amount of meeting and retainer fees (the "50% of
Fees") earned by the Non-Management Director during the: three-month
period immediately preceding the Grant Date (the: "Grant Period") by the:
fair market value per share of the: Common Stock on the: Grant Date (or
the immediately preceding trading day if the Grant Date: is not a trading
day). The: fair market value: per share: shall be: the average of the high
and low price: of the: Common Stock based upon its consolidated trading as
generally reported for the principal securities exchange on which the
Common Stock is listed. Fractions will be rounded to the next highest
share. The shares or rights to which a participant is entitled under this
Section 5(a) shall be in lieu of the payment in cash of the 50% of Fees.
(b) GRANT DATES AND REQUIREMENTS FOR ELECTIVE GRANTS. Commencing
with the August 1, 1996 Grant Date, shares of Common Stock shall be
automatically granted on each Grant Date to each eligible Non-Management
Director who elects to receive shares under this Plan in lieu of the
portion of the amount of meeting and retainer fees earned by the
Non-Management for any period which is in excess of the 50% of Fees (the "
Additional 50% of Fees"). Such election must be made prior to the
commencement of the first Grant Period to which such election applies and
such election shall be irrevocable with respect to all future Grant
Periods. Individuals who arc nominated to become Non-Management Directors
may make such election after such nomination but prior to the time that
they are elected to the Board. The total number of shares included in cash
grant under this Section 5(b) shall be determined by dividing the
Additional 50% of Fees earned by the Non-Management Director during the
Grant Period by the fair market value per share of the Common Stock on the
Grant Date (or the immediately preceding trading day if the Grant Date is
not a trading day). The fair market value per share shall be the average
of the high and low price of the Common Stock based upon its consolidated
trading as generally reported for the principal securities exchange on
which the Common Stock is listed. Fractions will be rounded to the next
highest share. The shares or rights to which a participant is entitled
under this Section 5(b) shall be in lieu of the payment in cash of the
Additional 50% of Fees.
(c) RESTRICTIONS UPON TRANSFER. Shares awarded, and the right to
vote such shares and to receive dividends thereon, may not be sold,
assigned, transferred, exchanged, pledged, hypothecated, or otherwise
encumbered until at least six months after the date of the grant (the
"Restriction Period"). During the Restriction Period the participant shall
have all other rights of a stockholder, including, but not limited to, the
right to vote and to receive dividends on such shares. If as a result of a
stock dividend (whether in securities of the Company or of any other
company), stock split, spin-off, recapitalization, other adjustment in the
stated capital of the Company, or as the result of a merger,
consolidation, reclassification or other reorganization, or any other
corporate transaction, Common Stock is increased, reduced, or otherwise
changed, and by Virtue thereof the participant shall be entitled to new or
additional or different shares or if the participant receives new or
additional or different shares pursuant to any action by the Committee
pursuant to Section 10, such shares shall be subject to the same terms,
conditions and restrictions as the original shares.
(d) CERTIFICATES. Each stock certificate issued in respect of shares
awarded to a participant may bear an appropriate legend disclosing the
restrictions on transferability imposed on such shares by the Plan or by
law.
(e) TERMINATION OF SERVICE DURING GRANT PERIOD. In the event of
termination of service on the Board by any participant during a Grant
Period, such participant's award for the Grant Period shall be determined
in accordance with Sections 5(a) and 5(b) of the Plan based upon the
amount of meeting and retainer fees earned during such Grant Period as of
the date of termination of service, PROVIDED. that the grant date shall be
the date of termination of service unless the grant has been deferred.
6. WITHHOLDING. Whenever the Company issues shares of Common Stock under
the Plan, the Company shall have the right to withhold from sums due the
recipient, or to require the recipient to remit to the Company, any amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery of any certificate for such shares.
7. DEFERRAL. Each participant will have the: right to elect, pursuant to a
written election form delivered to the Company prior to the commencement of each
plan year (LE., each May 1 through April 30), to defer until after the
participant's termination of service the grant of the: shares that would
otherwise be granted to the participant during the next ensuing plan year.
Pursuant to this election form, the participant will elect whether all of the
deferred grant will be (a) granted within 30 days after termination of service
or (b) granted in approximately equal annual installments of shares over a
period of two to ten years (as the participant may elect) after the termination
of service, each such annual.
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grant to be made within 30 days after the anniversary of the termination of
service. The deferral election form signed by the executive prior to the plan
year will be irrevocable except in case of hardship (as defined in Section 8) as
determined in good faith by the Committee pursuant to Section 8. No shares of
stock will be issued until the grant date as so deferred (the "Deferred Grant
Date") at which time the Company agrees to issue the shares to the participant.
The participant will have no rights as a stockholder with respect to the
deferred rights to shares and the rights to such shares will be unsecured.
If any dividends or other rights or distributions of any kind
("Distributions") are distributed to holders of Common Stock during the period
from the applicable Grant Date until the applicable Deferred Grant Date (the
"Deferral Period") but prior to the participant's termination of service, an
amount equal to the cash value of such Distributions on their distribution date,
as such value is determined by the Committee, will be credited to a deferred
dividend account for the participant as follows: the account will be credited
with the right to shares of Common Stock equal in value to the cash value of the
Distribution with such values determined by the Committee as of the date of the
Distribution. The Company will issue shares of stock equal to the cumulative
total of rights to the shares in such account within 30 days after the
participant's termination of service. If a Distribution is distributed to
holders of Common Stock after the participant's termination of service but
during the Deferral Period, an amount equal to the cash value of such dividends
or other rights or distributions pertaining to any share rights still deferred
shall be converted into shares of Common Stock equivalent in value to the
Distribution (with such values measured as of the date of Distribution) and such
shares will be issued to the participant as soon as practical after the date of
the Distribution. No right or interest in the deferred dividend account shall be
subject to liability for the debts, contracts or engagements of the participant
or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
PROVIDED, HOWEVER, that nothing in this Section 7 shall prevent transfers by
will or by the applicable laws of descent and distribution. The Committee will
have the right to adopt other regulations and procedures to govern deferral of
grants.
8. HARDSHIP. The Committee; may accelerate the distribution of all or a
portion of a participant's deferred grants on account of his Hardship, subject
to the following requirements: (i) the value of such accelerated distribution
shall not exceed the amount which is necessary to satisfy the Hardship, less the
amount which can be satisfied from other resources which are reasonably
available to the participant, (ii) the denial of the participant's request for a
Hardship acceleration would result in severe financial hardship to the
participant, and (iii) the participant has not received an accelerated
distribution on account of Hardship within the 12-month period preceding the
acceleration.
For purposes of this Plan, .'Hardship" of a participant, as determined by
the Committee; in its discretion on the basis of all relevant facts and
circumstances and in accordance with the following nondiscriminatory and
objective standards uniformly interpreted and consistently applied, shall mean a
severe financial hardship to the participant resulting from a sudden and
unexpected illness or accident of the participant or of his dependent, loss of
the participant's property due to casualty, or other extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the participant. A financial need shall not constitute a Hardship unless it is
for at least $1,0 00.00 or the entire value of the principal amount of the
participant's deferred grants.
9. SECTION 83(b) ELECTION. Participants shall have the right to make an
election under Section 83(b) of the Internal Revenue Code, if applicable, with
regard to taxation of grants under the Plan.
10. ADJUSTMENTS.
(a) Subject to Section 10(c) but notwithstanding any other term of
this Plan, in the event that the Committee determines that any dividend or
other distribution (whether in the form of cash,
-3-
Common Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse; stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of the Company, issuance; of
warrants or other rights to purchase; Common Stock or other securities of
the; Company, or other similar corporate; transaction or event, in the;
Committee's sole; discretion, affects the; Common Stock such that an
adjustment is determined by the; Committee; to be; appropriate; in order
to prevent dilution or enlargement of the; benefits or potential benefits
intended to be; made; available; under the; Plan or with respect to an
award or awards, then the; Committee; shall, in such manner as it may deem
equitable, adjust the; number and type; of shares of Common S-tock (or
other securities or property) which may be; granted under the; Plan
(including, but not limited to, adjustments of the; maximum number and
kind of shares which may be issued).
(b) Subject to Section 10(c) but notwithstanding any other term of
this Plan, in the; event of any corporate; transaction or event described
in paragraph (a) which results in shares of Common Stock being exchanged
for or converted into cash, securities or other property (including
securities of another corporation), the Committee will have; the; right to
terminate this Plan as of the; date; of the; transaction or event, in
which case; all stock grants deferred under Section 7 shall become; the
right to receive such cash, securities or other property.
(c) No adjustment or action under this Section 10 or any other
provision of this Plan shall be authorized to the extent such adjustment
or action would violate; Section 16 or Rule; 16b-3. The; number of shares
finally granted under this Plan shall always be rounded to the next whole;
number.
(d) Any decision of the Committee; pursuant to the; terms of this
Section 10 shall be; final, binding and conclusive upon the participants,
the; Company and all other interested parties.
11. AMENDMENT. The Committee may tern1inate, modify or amend the Plan in
such respect as it shall deem advisable, without obtaining approval from the.
Company's stockholders except as such approval may be required pursuant to Rule
16b-3 under the. Securities Exchange. Act of 1934, as amended, or Section 16 of
such act, PROVIDED that the provisions of Sections 4 and 5 of the. Plan may not
be amended more than once every six months, other than to comport with changes
in the Internal Revenue Code, the Employee Retirement Income Security Act of
1974, as amended from time to time, or rules thereunder. No termination,
modification or amendment of the Plan may, without the consent of a participant,
adversely affect a participant's rights under an award granted prior thereto.
12. INDEMNIFICATION. Each person who is or has been a member of the
Committee or who otherwise participates in the administration or operation of
this Plan shall be indemnified by the Company against, and held harmless from
any loss, cost, liability, or expense that may be imposed upon or incurred by
him or her in connection with or resulting from any claim, action, suit, or
proceeding in which such person may be involved by reason of any action taken or
failure to act under the Plan and shall be fully reimbursed by the Company for
any and all amounts paid by such person in satisfaction of judgment against him
or her in any such action, suit, or preceding, PROVIDED he or she will give the
Company an opportunity, by written notice to the. Committee, to defend the same
at the Company's own expense before he or she undertakes to defend it on his or
her own behalf. This right of indemnification shall not be exclusive of any
other rights of indemnification.
The. Committee and the Board may rely upon any information furnished by
the Company, its public accountants and other experts. No individual will have
personal liability by reason of anything done or omitted to be done by the
Company, the Committee or the Board in connection with the Plan.
13. DURATION OF THE PLAN. The Plan shall remain in effect for a period of
five (5) years from the Effective Date.
14. EXPENSES OF THE PLAN. The expenses of administering the Plan shall be
borne by the Company.
-4-
15. EFFECTIVE DATE. The Plan was originally adopted by Promus's Board of
Directors on April 5, 1995 and by the stockholders of Promus on, May 26, 1995.
The Plan will become effective as of the date of the 1996 annual stockholders
meeting (the "Effective Date").
THE PROMUS COMPANIES INCORPORATED
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx
Vice President
-5-
Amendment (this" Amendment") to the
Xxxxxx'x Entertainment, Inc.
1996 Non-Management Directors Stock Incentive Plan
(the "Plan")
This Amendment is effective February 20, 1997, pursuant to
approval by the Committee under the Plan and by the Human Resources Committee
of the Board of Directors of Xxxxxx'x Entertainment, Inc. ("Company").
1. Section 2 of the Plan is hereby amended to add the following
sentence to the end of such section: Notwithstanding the foregoing, the
Human Resources Committee of the Board of Directors of the Company (the
"HRC") shall exercise any and all rights, duties and powers of the
Committee under the Plan to the extent required by the applicable
exemptive conditions of Rule 16b-3 under the Securities Exchange Act of
1934, as amended ("Rule 16b-3"), as determined by the HRC in its sole
discretion.
2. The third sentence of the first paragraph of Section 7 of the
Plan is hereby amended to read in its entirety:
The deferral election form signed by the participant prior to the plan
year will be irrevocable except in case of hardship (as defined in Section
8) as determined in good faith by the HRC pursuant to Section 8,
provided, however, that a participant may, prior to January 1 of the
year preceding the year that the participant's termination of service
occurs, submit an amended election form to the HRC for HRC approval
indicating a requested change in the participant's elected method for the
grant of the deferred shares upon termination of service (Le., as to
either a lump sum of shares within 30 days after termination of service or
approximately equal annual installments over a period of two to ten
years), and upon the HRC's approval of the requested change within 90
days after submission of the requested change, such change shall be
effective. If the HRC does not approve the change, the participant's
original election will remain in effect
3. Section 8 is hereby amended to add the following sentence to the end of
such section:
For purposes of this Section 8, the Committee s~al1 be the HRC.
4. Section l0(a) of the Plan is hereby amended to add the .following
proviso to the end of such section:
; provided, however, that to the extent required by the applicable
exemptive conditions of Rule 16b-3, any such adjustment shall be subject
to approval by the HRC.
5. Section l0(b) of the Plan is hereby amended to add the following
proviso to the end of such section:
; provided, however, that to the extent required by the applicable
exemptive conditions of Rule 16b-3, any such termination shall be subject
to approval by the HRC.
6. Section l0(c) of the Plan is hereby amended to provide in its entirety
as follows:
(c) No adjustment or action under this Section 10 or any other provision
of this Plan shall be authorized to the extent such adjustment or action
would violate Section 16 of the Securities Exchange Act of 1934, as
amended, or the applicable exemptive conditions of Rule 16b-3. The number
of shares finally granted under this Plan shall always be rounded to the
next whole number.
7. Section 10(d) of the Plan is hereby amended to add the following
proviso to the end of such section: ; provided, however, that to the extent
required by the applicable exemptive conditions of Rule 16b-3, any such decision
shall be subject to approval by the HRC.
8. Section 11 of the Plan is hereby amended to read in its entirety as
follows:
AMENDMENT. The Committee may terminate, modify or amend the Plan in such
respect as it shall deem advisable, without obtaining approval from the
Company's stockholders or the HRC except as such approval may be required
pursuant to the applicable exemptive conditions of Rule 16b-3 or Section
16 of the Securities Exchange Act of 1934, as amended. No termination,
modification or amendment of the Plan may, without the consent of a
participant, adversely affect a participants rights under an award granted
prior thereto.
****
Executed and approved this 20th day of February, 1997.
/s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx, Chariman, President and
Chief Executive Officer and Sole Member
of the Committee under the Plan
Amendment dated as of November 15, 2000,
to the Xxxxxx'x Entertainment, Inc. ("the Company")
Non-Management Directors Stock Incentive Plan (the "Plan")
Pursuant to approval granted by the Human Resources Committee of the
Company's Board of Directors, the Plan is amended by adding the following
sentence at the end of Section 13:
"The Plan shall further remain in effect for an additional five-year
period from April 26, 2001."
IN WITNESS WHEREOF, this amendment has been executed as of the 15th day of
November, 2000.
Xxxxxx Xx, Vice President
Compensation and Benefits
Exhibit B
INDEMNITY AGREEMENT
The undersigned, _________________________________ in consideration of
receiving certain disputed benefit payments pursuant to a Trust Agreement dated
June 20, 2001, between Xxxxxx'x Entertainment, Inc. (the "Company") and Xxxxx
Fargo Bank Minnesota, N.A. ("Trustee") hereby agrees to indemnify and hold
harmless the Company and the Trustee from and against any and all losses,
damages, expenses, or claims which may result from any incorrect payment or
incorrect benefit which is made to the undersigned pursuant to a notice
delivered by the undersigned to the Trustee.
Dated: _____________________________ ____________________________________
Participant
EXHIBIT C
XXXXX FARGO MASTER TRUST & CUSTODY SERVICES
XXXXXX'X ENTERTAINMENT, INC. TRUST
FEE SCHEDULE
June 21,2001
UNIT PRICE
Domestic Administration (on Market Value) 0.000250
($5,000 minimum/year)
Accounts 500.00
Domestic Depository Settlements 10.00
Physical Settlements 25.00
Stock-ln-Kind Distributions 50.00
Money Transactions 10.00
Life Insurance Policy Transactions 15.00
Lump Sum Payment- With Postage 6.50
ACH Payment 2.00
1099 or W2 Issuance -With Postage 2.00
Xxxxx Fargo Sweep (required)
PRICING NOTES:
This pricing proposal is strictly confidential and for the above referenced
client.
This pricing proposal is good for 90 days and will be guaranteed for a contract
term of 3 years.
Fees are calculated and billed on a quarterly basis.
Xxxxx Fargo Sweep Funds include a management fee (as outlined in the
prospectus).
There is no charge for the collection of interest income and dividends.
This pricing proposal is based on the information provided. Material changes in
the portfolio and/or portfolio activity will warrant a review and potential
adjustment of pricing.
Xxxxx Fargo will pass through out-of-pocket expenses. Reimbursement for
out-of-pocket expenses includes but is not limited to postage, insurance,
shipping, telephone, supplies, microfiche, special handling registration,
special report requests, etc. as well as hourly rate for extra ordinary
time/services (Legal Counsel $200/hour, Senior Management $175/hour, and
Relationship Management $l00/hour).
This pricing proposal assumes no money management performed by Xxxxx Fargo other
than sweeps. Placement of separate account money management at Xxxxx Fargo would
result in a custody fee reduction.
XXXXXX XXXXXXXXX (SIGNATURE)
------------------------------
ACKNOWLEDGEMENT
XXXXX FARGO MASTER TRUST & CUSTODY SERVICES
XXXXXX'X ENTERTAINMENT, INC. TRUST
PRICING DESCRIPTIONS
June 21, 2001
DOMESTIC ADMINISTRATION (ANNUAL CHARGE ON END OF PERIOD ASSETS):
All the day-to-day costs of administering your domestic asset portfolio. This
includes a dedicated Service Team to interact with your investment managers,
timely resolve any issues, process trades and cash movement transactions,
conduct client service reviews, coordinate special requests, interact with audit
and risk management groups, establish guidelines and procedures, and consult
with you on process streamlining opportunities.
ACCOUNTS (PER ACCOUNT):
Monthly, quarterly and annual account statements. This includes all roll-up
reporting and any other reasonably required information, reports, and analysis.
This category also includes maintaining the accounts on our trust system,
holding account assets in depositories and physical vaults, securities pricing
and all expenses related to the production, distribution, and physical archiving
of reports and statements.
DOMESTIC DEPOSITORY SETTLEMENTS (PER TRANSACTION):
The domestic depository and internal operations of settling book-entry
transactions including the related settlement of cash. This includes buys,
sells, free deliveries/receipts, calls, maturities, and principal pay-downs. A
simultaneous buy/sell, buy/maturity, or buy/call would be treated as 2
transactions. The vault, sub-custodian, and internal operations of settling
non-book entry transactions including the related settlement of cash. This would
include buys, sells, free deliveries/receipts, calls, and maturities. We have
the capability to hold physical securities and certificates of deposit in
Minneapolis or New York vaults.
STOCK-IN-KIND DISTRIBUTIONS PER TRANSACTION :
The issuance and delivery of a physical stock certificate to an individual,
MORE TRANSACTIONS (PER TRANSACTION):
Processing any inbound or outbound cash movement including wire, check, or
internal account transfers. Security settlement prices are inclusive of any
required cash movement transactions.
LIFE INSURANCE POLICE TRANSACTION (PER TRANSACTION):
The internal operations of establishing a Policy on Trust records, establishing
and maintaining cash surrender value as prescribed, premium payment cost
adjustments, and any other manual transactions or process required.
PERIODIC ACH/ADVICE - WITH POSTAGE (PER TRANSACTION):
Periodic pension distributions via ACH with hard copy advice. Postage is
included.
LUMP SUM PAYMENT - WITH POSTAGE (PER TRANSACTION):
Lump sum payment transactions for the plan. Postage is included.
1099 OR W2 ISSUANCE - WITH POSTAGE (PER TRANSACTION):
Issuing annual 1 099's and/or W2's to participants. Postage is included.
