"Attachment D"
C-COR ELECTRONICS, INC.
SUPPLEMENTAL RETIREMENT PLAN
PARTICIPATION AGREEMENT
1. I, the undersigned Participant ("Participant"), hereby acknowledge
receipt of a copy of the Supplemental Retirement Plan of C-COR Electronics, Inc.
("Corporation"), effective April 20, 1993 (the "Plan"). By completion of this
Agreement, I agree to comply with the terms of the Plan in all respects. I
understand that all provisions of the Plan are hereby made a part of this
Agreement.
2. In consideration of the foregoing and subject to the terms of the Plan,
Corporation promises to pay the Supplemental Retirement Benefit therein
described of $ 1,500.00 per month.
3. Tax-Advice. I agree I have been advised by Corporation to consult my own
tax advisors with respect to this Agreement and that neither Corporation nor its
representatives have made or make any representation or warranties as to such
consequences.
4. Insurance Policies. I understand that Corporation may make application
to purchase a life insurance policy or policies on my life, which will be owned
by Corporation and under which it will be the sole beneficiary. I agree to
provide Corporation with such information as it may require in order to make
such application and to cooperate fully with Corporation in respect of such
application, including the taking of a physical examination if requested to do
so. In this connection, I represent that my date of birth is 3/18/48. In the
event the insurance company to which application is made declines to issue the
policy at standard premium rates, this Agreement will be void unless Corporation
decides otherwise. Similarly, if I should die prior to the date on which payment
of the Supplemental Retirement Benefit commences and the proceeds of a policy on
my life are not paid to Corporation because the information I have furnished in
connection with the application is materially false or my death was caused by
suicide within two (2) years of the date on the policy on my life issues,
Corporation will be under no obligation to pay the Survivor Benefit herein
provided.
5. No Employment Commitment. Nothing in this Agreement shall be construed
to imply any commitment on the part of Corporation to continue me in its employ.
6. Beneficiary. I hereby designate the following person or persons as my
beneficiary or beneficiaries under this Agreement.
Xxxx X. Xxxxxxxxx, spouse___________________
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I reserve the right to change my beneficiary at any time and for any reason
and without notice to or the consent of the beneficiary or beneficiaries, by
delivering a writing to that effect to the office of the Secretary of
Corporation or its successor.
7. Additional Conditions
____None______________________________________________
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8. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
Dated: 2/23/98
X. X. Xxxxxxxxx
Participant
C-COR ELECTRONICS, INC.
By: Xxxxx X. Xxxxxxxx
Attachment H
XXXX X. XXXXXXXXX
C-COR ELECTRONICS, INC.
Supplemental Retirement Plan
1. Selection of Participants. This Plan is an unfunded non-qualified arrangement
for a select group of management and/or highly compensated employees of C-COR
Electronics Inc., (hereinafter "Corporation"). Each employee selected by
Corporation for participation hereunder (hereinafter "Participant") shall
indicate his agreement to the terms of this Plan by executing a Participation
Agreement to be provided by Corporation.
2. Definitions. Certain terms shall be defined hereunder as follows: a.
"Beneficiary" means a person, persons, trust or trusts which a
Participant shall, from time to time, designate in writing to receive any
benefits payable to him under this Plan in the event of his death.
b. "Committee" means the Compensation Committee of the Board of Directors
of Corporation.
c. "Disability" shall have the same meaning as the term is defined in
Corporation's Long Term Disability Plan.
d. "Effective Date of Plan" means April 20, 1993.
e. "Supplement Retirement Benefit" means a benefit provided to a
Participant if he elects to participate under the Plan and remains in
Corporation's employ until attaining the age specified in Section 3 of the Plan.
f. (1) "Participant" means full-time employees working more than 2,000
hours per year.
f. (2) "Participant Status Requirement" means a participant who has been a
participant in the Plan for five years, hired directly in the plan; or an
employee who has been a participant in the Plan for three years by being
promoted into the Plan and who has at least two additional years as an employee
of C-Cor Electronics, Inc.
g. "Participant Agreement" means the Agreement signed by Participant that
evidences his participation in the Plan. A blank Participation Agreement is
attached to this Plan and incorporated herein by this reference.
h. "Plan" means the Supplemental Retirement Plan of Corporation effective
April 20, 1993, and as it may be amended from time to time by the Corporation.
i. "Plan Administrator" means Corporation. Provided, however, that
Corporation shall only be designated as Plan Administrator and named Fiduciary
of the Plan for purposes of implementing the claims procedure contained in
Paragraph 14, and for no other purpose.
j. "Survivor Benefit" means a benefit provided to Participant's Beneficiary
if Participant elects to participate in the Plan and dies prior to commencement
of the Supplemental Retirement Benefit while in the employ of Corporation.
k. "Death Benefit" means a benefit provided to Participant's Beneficiary if
Participant elects to participate in the Plan and dies after commencement of the
Supplemental Retirement Benefit.
1. "Year of Service" means a consecutive 12-month period during which an
employee completes at least 2,000 hours of service with the Corporation.
3. Payments at Retirement.
a. Normal Retirement Date. If a Participant continues in employment with
Corporation until he attains age 65 and 10 years of participant status, then,
upon retirement, the Participant shall be entitled to receive from the
Corporation a Supplemental Retirement Benefit in the amount specified in his
Participation Agreement, payable in equal monthly installments, for a period of
15 years. Such payments shall begin on the first day of the month following the
Participant's attainment of his Normal Retirement Date.
b. Early Retirement.
(1) If a Participant's employment with the corporation terminates due to
Early Retirement or Disability prior to his attainment of Normal Retirement Date
but following his attainment of age 55 and ten (10) years of participant status,
such Participant may retire before his Normal Retirement Date and receive early
retirement benefits from the Plan. The early retirement benefit shall be equal
to the actuarial equivalent of the Supplemental Retirement Benefit (as specified
in the Participant's Agreement) commencing at the Normal Retirement Date. Such
actuarial equivalent early retirement benefit shall be equal to the Supplemental
Retirement Benefit multiplied by the early retirement factor set forth in
Appendix A.
(2) If a Participant's employment with the corporation terminates due to
Early Retirement or Disability prior to his attainment of Normal Retirement Date
but following his attainment of age 60 and attainment of participant status
requirements, but less than ten (10) years of participant status, such
Participant may retire before his Normal Retirement Date and receive early
retirement benefits from the Plan. This early retirement benefit shall be equal
to the early retirement benefit as calculated in Section 3.b. (1) and then
multiplied by a benefit percentage factor for years of participant status less
than ten (10) years as set forth in Appendix B.
(3) The Early Retirement or Disability Benefit to which the Participant is
entitled shall be paid in equal monthly installments for a period of 15 years.
Such payments shall begin on the first day of the month following the
Participant's termination of employment. Provided, however, that no early
retirement or disability benefit shall be payable under this Section 3.b. if the
Participant has not satisfied the participant status requirement. For
calculating participant status, the Extended Salary Plan of the Corporation,
effective October 1, 1987, shall be a predecessor plan to this Plan.
c. Late Retirement. If a Participant remains employed after the attainment
of his Normal Retirement Date, such benefit shall not commence until he actually
retires. The amount of the Participant's late retirement benefit shall be equal
to the actuarial equivalent of his Supplemental Retirement Benefit that would
have commenced at his Normal Retirement Date. Such actuarial equivalent late
retirement benefit shall be equal to the Supplemental Retirement Benefit
multiplied by the late retirement factors set forth in Appendix C and payable in
equal monthly installments for a period of 15 years.
d. Death Following Retirement. If a Participant should die after payment of
a Supplemental Retirement Benefit begins, but before receipt of the last of such
payments, the remaining balance of such payments shall be paid on their due
dates to the Participant's beneficiary designated in the Participant's Agreement
or, failing such designation, to the Participant's estate. As stated in Section
3.a., the total monthly payments of the Supplemental Retirement Benefit (for pre
and post death) shall not exceed fifteen (15) years.
4. Other Termination of Employment or Participant Status Short of Required
Participant Status. If a Participant's employment with the Corporation
terminates for any other reason (other than Death, Disability or Retirement), or
a Participant has not met the participant status requirements, then he shall not
be entitled to payment of a Supplemental Retirement Benefit under the Plan.
5. Survivor Benefits (Pre-Retirement Death of Participant).
(1) If an eligible Participant should die while in the Corporation's
employment, and the Participant has become eligible for either Early, Normal, or
Late Retirement, but before commencement of the Supplemental Retirement Benefit,
such eligible benefit shall become payable to the Participant's beneficiary or,
failing such designation, to the Participant's estate. Such benefit shall be
paid in equal monthly installments, for a period of 15 years. Such payments
shall begin on the first day of the month following the Participant's death.
(2) If a Participant should die while in the Corporation's employment, and
the Participant has not become eligible for either Early, Normal, or Late
Retirement, but has met the participant status requirements, the Participant's
beneficiary or, failing such designation, the Participant's estate, shall be
entitled to a survivor benefit. This survivor benefit shall be equal to the
actuarial equivalent of the Supplemental Retirement Benefit commencing at Normal
Retirement Date. Such actuarial equivalent survivor benefit shall be equal to
the Supplemental Retirement Benefit multiplied by the early retirement factors
set forth in Appendix A and payable in equal monthly installments for a period
of 15 years.
6. Status of Investments. All investments made by Corporation under this Plan
will be deemed made solely for the purpose of aiding Corporation in measuring
and meeting its obligations under this Plan. Corporation shall be the sole owner
of all such investments and of all rights and privileges conferred by the terms
of the instruments evidencing such investments. Nothing stated herein will cause
such investments to be treated as anything but the general assets of
Corporation, nor will anything stated herein cause such investments to represent
the vested, secured or preferred interest of any Participants or his
Beneficiaries.
7. General Creditor Status. A Participant shall have no claim with respect to
any particular asset of Corporation, but shall be and shall remain at all times
a general creditor of Corporation and, therefore, a Participant's rights under
the Plan shall have not priority over the rights of any general creditor of
Corporation.
8. No Assignment. Neither a Participant nor his personal representative shall
have any right to commute, sell, assign, transfer, encumber or otherwise dispose
of the right to receive payments hereunder which payments and the right thereto
are expressly declared to by non-assignable and non-transferable. Any attempted
assignment or transfer by a Participant or his personal representative shall be
of no effect. Corporation shall have the right to assign this Plan and to
transfer its obligations hereunder.
9. Revocation and Amendment. This Plan may be amended or terminated at any time
at the sole discretion of the Board of Directors of Corporation; provided,
however, that any such amendment or termination shall not affect the rights of
any Participant which may have accrued under the Plan at the time of amendment
or termination.
10. No Employment Guarantee. Nothing contained in this Plan shall be construed
as conferring upon any Participant the right to continue in the employment of
Corporation.
11. Authority or Committee. The Committee shall have the full power and
authority to interpret, construe and administer this Plan. The Committee's
interpretations and construction hereof and actions hereunder shall be binding
and conclusive on all persons for all purposes. No member of the Committee shall
be liable to any person for any action taken or omitted in connection with the
interpretation or administration of this Plan unless attributable to his own
willful misconduct or lack of good faith.
12. Liability of the Corporation. Nothing contained in the Plan or the
Participation Agreement shall constitute the creation of a trust or other
fiduciary relationship between Corporation and Participant or between
Corporation and Beneficiary or any other person. Corporation shall not be
considered a trustee by reason of the existence of this Plan or the
Participation Agreement.
13. Funding Assets. Corporation reserves the absolute right in its sole and
exclusive discretion either to fund the obligations of Corporation undertaken by
this Plan or to refrain from funding the same, and to determine the extent,
nature and method of such funding. Should Corporation elect to fund this Plan,
in whole or in part, through life insurance contracts, Corporation shall be the
owner and beneficiary of each such policy. Corporation reserves the absolute
right, in its sole discretion, to terminate any such contract, as well as any
other funding program, at any time, either in whole or in part. Title to, and
beneficial ownership of, any assets which Corporation may earmark to pay the
benefits hereunder shall at all times remain in Corporation. Participant and
Participant's Beneficiary shall not have any property interest whatsoever in any
specific assets of Corporation. Nothing set forth in this Plan shall cause such
assets to be treated as anything but the general assets of Corporation. If
Corporation purchases life insurance contracts on the life of the Participant,
Participant agrees to sign any applications that may be reasonably required for
that purpose and to undergo any medical examination or tests which may be
reasonably necessary in such regard.
14. Claims Procedure. In the event that benefits under paragraph 3 or 5 of this
Plan are not paid to the Participant or his Beneficiary, and such person feels
entitled to receive them, a claim shall be made in writing to the Plan
Administrator within 60 days from the date payments are not made. Such claim
shall be reviewed by the Plan Administrator. If the claim is denied, in full or
in part, the Plan Administrator shall provide a written notice within 90 days
setting forth the specific reasons for denial, specific reference to the
provisions of this Plan upon which the denial is based, and any additional
material or information necessary to perfect the claim, if any. Also, such
written notice shall indicate the steps to be taken if a review of the denial is
desired. If a claim is denied and a review is desired, the Participant shall
notify the Plan Administrator in writing within 60 days (and a claim shall be
deemed denied if the Plan Administrator does not take any action with the
aforesaid 90 day period). In requesting review, the Participant may review this
Plan or any documents relating to it and submit any written issues and comments
the Participant may feel appropriate. In its sole discretion, the Plan
Administrator shall then review the claim and provide a written decision within
60 days. This decision likewise shall state the specific reasons for the
decision and shall include specific reference to specific provisions of this
Plan on which the decision is based.
15. Governing Law. This Plan shall be governed by the laws of the Commonwealth
of Pennsylvania.
16. Language. Whenever used in this Plan, the singular number shall include the
plural, the plural the singular and the use of any gender shall include all
genders.
17. Effective Rate. This Plan shall be effective beginning April 20, 1993.
C-COR ELECTRONICS, INC.
By: Xxxxx X. Xxxxxxxx
President & CEO
Approved by C-COR Board of Directors on April 20, 1993.
April 20,1993
APPENDIX A
NUMBER OF EARLY RETIREMENT
YEARS PRIOR TO FACTOR
NORMAL RETIREMENT
DATE
1 0.9145
2 0.8372
3 0.7670
4 0.7034
5 0.6456
6 0.5932
7 0.5454
8 0.5020
9 0.4625
10 0.4264
11 0.3935
12 0.3635
13 0.3360
14 0.3108
15 0.2877
16 0.2665
17 0.2471
18 0.2292
19 0.2127
20 0.1976
21 0.1836
22 0.1707
23 0.1588
24 0.1479
25 0.1377
26 0.1283
27 0.1196
28 0.1116
29 0.1041
30 0.0972
31 0.0908
32 0.0848
33 0.0793
34 0.0741
35 0.0694
SOURCE: MODIFIED UP-84 MORTALITY TABLE AT 6.25%
April 20, 0000
XXXXXXXX X
NUMBER OF YEARS BENEFIT
LESS THAN TEN YEARS PERCENTAGE
OF PARTICIPANT STATUS
1 90%
2 80%
3 70%
4 60%
5 50%
SOURCE: BASED ON A STRAIGHT-LINE PERCENTAGE REDUCTION
April 20, 1993
APPENDIX C
NUMBER OF
YEARS AFTER LATE RETIREMENT
NORMAL RETIREMENT FACTOR
DATE
1 1.0817
2 1.1714
3 1.2700
4 1.3787
5 OR MORE 1.4986
SOURCE: MODIFIED UP-84 MORTALITY TABLE AT 6.25%
