HomeMy WebLinkAboutRES NO 91-81RESOLUTION NO. 91-81
A RESOLUTION OF THE COUNCIL OF THE CITY OF
BAKERSFIELD APPROVING AN EMPLOYEES' DEFERRED
COMPENSATION PLAN AND AUTHORIZING ITS
IMPLEMENTATION.
WHEREAS, the City of Bakersfield, having previously
adopted a Deferred Compensation Plan for the Executive Group,
Executive Support Group and the Supervisory Group, is desirous of
adopting and implementing a Deferred Compensation Plan enabling
all permanent employees to defer a portion of their income pursuant
to such plan.
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Bakersfield that the City of Bakersfield Amended
Deferred Compensation Plan attached to this resolution, marked
"Exhibit A," and by reference incorporated herein, is hereby
adopted.
BE IT FURTHER RESOLVED that the City Manager is authorized
to implement said plan, and the City of Bakersfield consents to
the plan and assumes the obligations to be performed on its part
as set forth in said plan.
BE IT FURTHER RESOLVED that the plan shall be operative
immediately, but shall apply only to compensation earned by a
participating employee subsequent to the date of filing a written
declaration to participate, such participation to be in accordance
with the "Employee's Participation Agreement."
BE IT FURTHER RESOLVED that at the end of each calendar
year, the City shall prepare a financial statement of the amount
of employee compensation deferred pursuant to said plan and the
types of investments held under such plan.
BE IT FURTHER RESOLVED that this resolution shall not
diminish any rights acquired by participants or their beneficiaries
under the Deferred Compensation Plan adopted pursuant to Resolution
No. 21-74.
o0o.
I HEREBY CERTIFY that the foregoing Resolution was
passed and adopted by the Council of the City of Bakersfield at a
regular meeting thereof held on the 2d day of December, 1981, by
the following vote:
(~COUNCILMEN: BARTON, CHRISTENSEN, MEANS, PAYNE, RATTY, ROCKOFF, STRONG
NOES: COUNCILMEN:
ABSENT: COUNCILMEN:
ABSTAINING: COUNCILMEN:
CITY CL '~Of~rk~of
Council of the City of Bakersfield
the
A~! ?~!~y of December 1981
rsfielcl,
APPROVED' as':tQ ~fOm:
CI Y the ot"Bakersfield
RJO:mm
CITY OF BAKERSFIELD
AMENDED DEFERRED COMPENSATION PLAN
ARTICLE I
General
Section 1.01 Name. The name of this Amended Plan is the
City of Bakersfield Amended Deferred Compensation Plan (hereinafter
referred to as the "Plan"). This Plan amends in its entirety the
City of Bakersfield Deferred Compensation Plan adopted on March
18, 1974. All participants in the Plan adopted on March 18, 1974
will be participants in this Plan. This Plan shall not diminish
any rights acquired by participants or their beneficiaries in the
City of Bakersfield Deferred Compensation Plan adopted on March
18, 1974.
Section 1.02 Purpose. The purpose of this Plan is to
extend to Employees of the Employer certain benefits which ordinarily
accrue from participation in a Deferred Compensation Plan and to
conform with IRS Code ~457. The Plan will permit Employees to
provide for deferring current income until death, disability,
retirement or other termination of employment with the City of
Bakersfield. The Employer does not and cannot represent or
guarantee that any particular federal or state income, payroll or
other tax consequence will occur by reason of an Employee's
participation in this Plan. The Employee wishing to participate
in the Plan should consult his own attorney or other representative
regarding all tax or other consequences of participation in this
Plan.
EXHIB T 4
Section 1.03 Definitions.
(a) "Administrator" means Employer or its duly authorized
designee for that purpose who shall exercise the discretion or
other functions given to the Employer under the terms of the
Plan.
(b) "Advisory Committee" shall mean a committee consisting
of three (3) members appointed by the City Manager. Such committee
shall operate according to the guidelines specified in Section
2.05 of the Plan document.
(c) "Annuity Contracts" referred to in this Plan means any
annuity contracts qualified for sale in the State of California
and approved by the Advisory Committee of the City of Bakersfield.
Notwithstanding the above definition, annuity contracts actually
used in conjunction with the Plan can be altered, amended, changed
or substituted for from time to time by action of the Advisory
Committee, and such altered, amended, changed or substituted
contracts or contract thereafter may be used in the Plan.
(d) "Beneficiary" means any person designated by the
Participant to receive a pension, annuity, death benefit or other
benefit under the provisions of this Deferred Compensation Plan.
(e) "City" means the City of Bakersfield.
(f) "Compensation" means all wages or salaries or other
forms of income to be paid by Employer to an Employee for services
rendered.
(g) "Deferred Compensation" means that portion of an Employee's
Compensation which said Employee has elected to defer in accordance
with the provisions of this Deferred Compensation Plan or which
the Employee and the City mutually agree shall be deferred in
accordance with the provisions of this Plan·
(h) "Employee" means any full-time, probationary or permanent
employee or elected official of the Employer·
(i) "Employer" means the City of Bakersfield.
(j) "Normal Retirement Age" means the last day of the month
in which a Participant retires pursuant to the retirement practices
of the Employer as stated in Section 4.01(a).
(k) "Participant" means any Employee who voluntarily elects
to participate in this Deferred Compensation Plan by filing a
duly executed Participation Agreement with the Employer or who
previously participated in the City of Bakersfield Deferred
Compensation Plan adopted on March 18, 1974·
(1) "Participation Account" means the book account to which
there are credited the Participant's Deferred Compensation,
together with any interest, dividends, gains, losses or the like
thereon.
(m) "Participation Agreement" means the contract by which
the Employee and the Employer agree that some of the Employee's
Compensation will be deferred pursuant to the Plan.
(n) "Plan Year" means the calendar year in which the Plan
becomes effective, and each succeeding year during the existence
of this Plan.
ARTICLE 2
Operation of Plan
Section 2.01 Participation. Any Employee may elect to
become a Participant of the Plan and to defer payment of part of
his Compensation by executing a written Participation Agreement
and filing it in the manner set forth in Article 3 hereof or by
having participated in the City of Bakersfield Deferred Compensa-
tion Plan adopted on March 18, 1974. The dollar amount deferred
must be at least Twelve Dollars ($12.00) per pay period or such
larger amount as may be designated by the Employer from time to
time. The maximum amount that may be deferred under the Plan for
the taxable year of a Participant shall not exceed the lesser of
(a) Seven Thousand Five Hundred Dollars ($7,500.00), or (b)
Thirty-Three and One-Third Percent (33-1/3%) of the Participant's
includible Compensation (compensation for service performed for
Employer); provided, however, that in one or more of a Participant's
last three (3) taxable years ending before a Participant attains
Normal Retirement Age under the Plan, the maximum amount that may
be deferred under the Plan shall be the lesser of (a) Fifteen
Thousand Dollars ($15,000.00), or (b) the maximum amount set
forth above for each taxable year of a Participant, plus so much
of the maximum deferral amount as has not been utilized in any
Plan Year commencing after January 1, 1979.
Section 2.02 Deferral of Compensation. Employer and Parti-
cipant mutually acknowledge that the Compensation of each Employee
is set forth in the annual salary resolution or ordinance of the
Employer and that said Compensation includes the amount of funds
deferred under the terms of this Plan. Employee Compensation
shall be paid bi-weekly or as otherwise provided, except that
during each employment year in which the Employee is a Participant
in the Plan, that portion of his said Compensation which is
specified by the Employee in the Participation Agreement shall be
deferred and paid in accordance with the provisions of the Plan.
Section 2.03 Investment of the Deferred Amount. The deferred
amount may be held by the Employer to be paid to the Employee
pursuant to Article 4, and Employee accounts shall be valued as
if such amounts were invested in:
(a) A fixed annuity contract; or
(b) A variable annuity contract; or
(c) A deferred savings account at a savings
and loan or similar banking institu-
tion; or
(d) Any combination of (a), (b) and (c).
The Employee's statement of investment preference shall only
require the Employer to use such preference as an index for
determining the benefits to be paid pursuant to Article 4. The
Employer shall be under no obligation to invest the deferred
amount in the manner requested.
Section 2.04 Employer Responsibility. The Employer may,
but is not required to, invest Deferred Compensation held pursuant
to agreements between Participants and the Employer in accordance
with the requests made by each Participant at the time of enroll-
ment or change in enrollment. The Employer retains the right to
approve or disapprove requests for a specific investment preference.
Any investment action by the Employer, or approving of any in-
vestment preference, shall not be considered to be an endorsement
or guarantee of any investment preference, nor shall it be considered
to attest in the financial soundness or the suitability of any
investment preference for the purpose of meeting future obligations
as provided in Article 4 of this Plan. Further, the Employer
shall not be held responsible for any investment results, either
gains or losses, from any investment preference used to meet
future obligations under the Plan.
Section 2.05. Administration of the Plan. The Plan shall
be administered by an Advisory Committee which shall have the
sole authority for the operation of the Plan in accordance with
its terms and shall rule on all questions arising out of the
administration, interpretation and application of the Plan, which
determination shall be conclusive and binding on all Participants.
Members of the Advisory Committee may participate in the Plan,
but no member of the Advisory Committee shall be entitled to make
decisions solely with respect to his own participation.
Section 2.06 Ownership of Deferred Amounts. The Employer
shall establish and maintain a fund (hereinafter the "Investment
Fund") to provide a convenient method of setting aside sufficient
of its assets to meet its future obligations under this Plan.
The Employer shall at all times be the legal and beneficial owner
of all assets in the Investment Fund, and neither the existence
of the Plan nor of the Investment Fund shall be deemed to create
~ trust or limit use by the Employer of the funds therein for
general Employer purposes. The obligations of the Employer to
make payments pursuant to this Plan is contractual only, and no
Participant or Beneficiary shall have a preferred claim or lien
on or to the assets of this Investment Fund, but shall have only
the right to receive the benefits payable under the Plan. Interests
of a Participant who changes employment may, under certain prescribed
conditions, be transferred to the eligible Deferred Compensation
Plan of a new Employer.
ARTICLE 3
Administration and Accounting
Section 3.01 Administration by Employer. This Deferred
Compensation Plan shall be administered by the Employer who shall
appoint an Advisory Committee which will prescribe such forms and
adopt such rules and regulations as necessary to carry out the
purposes of the Plan.
Section 3.02 Election to Participate. An Employee's election
to participate in this Deferred Compensation Plan shall be made
by filing a duly executed Participation Agreement with the Employer,
and not otherwise.
Section 3.03 Enrollment Periods.
(a) When the Plan is first made available, an Employee
shall have sixty (60) days from the date participation in the
Plan is offered to him to effect an election to participate.
Such election shall be effective in the first month after the
date on which his Participation Agreement is filed with the
Employer.
(b) Any person who becomes an Employee after this Plan is
first made available shall have the option, within sixty (60)
days after becoming an Employee, to effect an initial election to
participate under this Plan in the first month after the date on
which his Participation Agreement is filed with the Employer.
(c) Any Employee who does not file an initial election,
pursuant to (a) or (b) above, shall have the right to elect
participation during enrollment periods for the Plan which will
be held during the months of January and April and July and
October. Such election will be for pay periods in the first
month after the date on which his Participation Agreement is
filed with the Employer.
Section 3.04 Participation Agreement. The Employer shall
establish a form of Participation Agreement and other enroll-
ment forms which shall contain, among other provisions, the
following:'
(a) A provision whereby the Participant specifies the
portion of his Compensation which is to be deferred.
(b) A provision whereby the Participant shall indicate
his investment preference.
(c) A provision whereby the Participant shall designate a
Beneficiary or Beneficiaries, including one or more contingent
Beneficiaries, to receive any benefits which may be payable under
this Plan on death of the Participant.
(d) An acknowledgment by the Participant that his salary,
wage or other compensation is as set forth in any salary ordinance
or otherwise, without deductions for amounts deferred under the
provisions of this Plan.
(e) A provision whereby the Participant, together with his
heirs, successors and assigns, holds harmless the Employer from
any liability hereunder for all acts performed in good faith,
including acts relating to the investment of deferred amounts
and/or the Employee's investment preference hereunder.
(f) A provision whereby the Participant shall indicate his
payment option and method of payment (monthly, quarterly~'.sem'i-
annually) if applicable and which is revocable.
Section 3.05 Amendment of Participation Agreement. The
Participant may revoke his election to participate at any time!by
filing with the Employer a written revocation. He may change the
amount of Compensation to be deferred or his investment preference
during a stated enrollment period by signing and filing with the
EmplDyer a written amendment on a form approved by the Employer.
Any such amendment shall be effective prospec~ively only, begin-
ning with the first enrollment period commencing on or after the
amendment. If a Participant requests that amounts then held in a
Participant's Account also be invested in accordance with
an amended investment preference, the Employer may, if it deems
it in the best interest of the Participant to do so, approve such
change. Any such contracts and other evidence of the investment
of all assets under this Plan shall be registered in the name of
the Employer which shall be the owner-beneficiary thereof.
Section 3.06 Participation Accounts. A separate Participation
Account shall be maintained for each Participant. Each Participa-
tion Account shall reflect the monies deferred, as well as that
portion, if any, of monies being transferred from an eligible
Deferred Compensation Plan of a prior employer, the investment of
the monies and all consequences of the investment. For convenience,
and to facilitate an orderly administration of the Plan, individual
Participation Accounts for all Participants will be maintained by
the Employer and/or its agent showing the Participant's name with
all applicable debit and credit balances. The Participant's
Deferred Account shall be credited each month with the amount
deferred from the preceding month. A written report of the
status of the Participation Account shall be furnished to Participants
at least annually. All interest, dividends, charges for premiums,
capital or market changes applicable to each Participation Account
shall be credited or debited to the account as they occur.
Credits to the Participant's Account shall be subject to the
Participant's then effective investment preference. All reports
to the Participant shall be based on the net fair market value of
the assets as of the reporting date as if the deferred amount had
been invested according to the investment preference.
3.07
Accounts.
Transfer of Value of Participant's Participation
In the event a Participant terminates employment with
the Employer and accepts employment with a new employer, the
Employer may propose to the new employer that the funds, assets
and accumulations of said Participant's Participation Account be
transferred to the ownership and control of the new employer's
eligible deferred compensation plan.
Transfer of any funds under this section will be subject to
the following conditions:
(a) That the Employer has no defined current or future
need for the funds, assets and accumulations in the said Partici-
pant's Account for the payment of its general creditors or for
any other purpose, and
(b) That the new employer's deferred compensation plan is
an eligible plan and provides for the acceptance of transferred
accounts of transferring employees and that the new employer
will accept the funds, and
(c) That the new employer will agree in writing with the
Employee to assume the continuing contractual liability to pay
Deferred Compensation so transferred according to the provisions
of the new employer's plan, and
(d) That the Employee will agree, in writing, to release
the present Employer from any and all contractual obligations under
the provisions of this Plan upon completion of the transfer of
funds to the new employer, and
(e) Notwithstanding any provisions of this article, a
terminating Employee may elect to leave the funds, assets and
11.
accumulations in his Participation Account until such time as he
would otherwise receive the benefits in accordance with his
stated preference as provided in Article 4 of this Plan.
(f) No disbursements must have been made to Participant
prior to any transfer.
Section 3.08 Employer Participation. Notwithstanding any
other provisions of the Plan, the Employer may make deposits into
the Plan as Compensation for services not yet rendered by a
participating Employee during an Employment period, provided the
Employee has agreed in writing to have any such additional Com-
pensation deferred pursuant to this Plan prior to the employment
period in which the Compensation would be earned. Also, the
Employer may make other additional deposits to the Plan as he may
deem advisable, subject, however, to the limitations on deferrals
stated in Article 2.01 hereof.
ARTICLE 4
Benefits
Section 4.01 Benefits Generally. The Participant is entitled
to have paid to him the benefits created by his participating in
this Deferred Compensation Plan in accordance with the provisions
of this Article. The benefits payable to the Participant will be
equivalent of the total benefits that would have been created had
the deferred amounts been invested as specified by the Participant
from time to time, taking into consideration losses and gains
where applicable and any deductions authorized in Section 3.07
above. Amounts paid to a Participant pursuan~ to this Article
shall be reported to a Participant as wages, subject to withholding
for Federal and State income taxes and reportable on Form W-2. In
the event of death of a Participant prior to the commencement of
benefits as called for under the Plan, the named Beneficiary of a
Participant shall have the right to designate the payments to
such Beneficiary in accordance with one of the available options
provided under the Plan. Such selections must be made within
sixty (60) days of the death of a Participant. If the Beneficiary
fails to make such selection, payments shall be made to the
Beneficiary in accordance with the option previously selected by
the Participant. In the event of death of a Participant after
the commencement of payments, the balance of a Participant's
Account shall be paid to the Beneficiary in accordance with
payment options, if previously selected by the Participant. All
actions and determinations of the Employer under this Article 4
shall be made on a uniform and non-discriminatory basis.
(a) Normal Retirement. Upon the Participant's attaining
Normal Retirement Age, he may retire and receive the benefits
provided under this Plan. Normal Retirement is defined as retire-
ment at any time, provided that Participant is at least age fifty
(50) with at least five (5) years of service. The maximum age at
which a Participant may retire under this definition is age
seventy-five (75). Such benefits shall be paid in accordance
with the payment Option 1, 2, 3, 4 or 5 as selected by the Participant
pursuant to subsection (i) of this section. Any credits remaining
13.
in the deferred account of a Participant receiving benefits under
this paragraph who dies shall be paid in accordance with subsection
(f) of this section.
(b) Early Retirement. The Participant may select early
retirement in accordance with those rules applicable to retirement
from service with the Employer. Such benefits shall be paid in
accordance with the payment option selected by the Participant
pursuant to subsections (a) and (i) of this section. Any credits
remaining in the deferred account of a Participant receiving
benefits under this paragraph who dies shall be paid in accordance
with subsection (f) of this section. Alternatively, an Employee
selecting early retirement may elect to have his benefits deferred
and paid in accordance with Section 3.0~(e) of the Plan.
(c) Late~Retirement. If the Participant continues his em-
ployment with the Employer after attaining Normal Retirement Age,
all benefits payable under this Plan will be deferred, whether or
not the Participant continues to defer additional sums under this
Plan, until the Participant retires or attains age seventy-five
(75), whichever occurs first. At such time, benefits shall be
paid in accordance with the payment option selected by the Participant
pursuant to subsections (a) and (i) of this section. No deferral
or additional credits under this Plan may be made by the Participant
after the month in which he attains age seventy-five (75). Any
credits remaining in the deferred account of a Participant
receiving, or eligible to receive, benefits under this paragraph
who dies shall be paid in accordance with subsection (f) of this
section.
(d) Disability. If, prior to retiring, the Participant
becomes disabled as defined by the disability income provision in
the Employer's retirement program applicable to the Participant,
the Employer shall exercise the nonforfeiture provisions of any
contracts and pay any benefits provided and all other credits, if
any, in the Participant's deferred account in accordance with
payment option 1, 2, 3, 4 or 5 as selected by the Participant
pursuant to subsection (i) of this section.
(e) Termination of Employment. If the Participant terminates
his employment with the Employer (without being disabled or
retiring), benefits shall be paid in accordance with payment
option as elected by Participant pursuant to subsection (i) of
this section.
(f) Death.
(1) Before Benefits are Paid for Retirement, Disability
or Termination of Service. In the event of death of a Participant
prior to the commencement of benefits as called for under the
Plan, the named Beneficiary of a Participant's Participation
Account shall have the right to designate that payments to such
Beneficiary shall be in accordance with one of the available
options provided under the Plan. Such selection must be made
within sixty (60) days of the death of a Participant. If the
Beneficiary fails to make such selection, payments shall be made
to the Beneficiary in accordance with the option previously
selected by the Participant.
15.
(2) Designated Beneficiary. The Participant has the
right to name and file with the Employer a written Beneficiary or
Change of Beneficiary form, designating the person or persons who
shall receive the benefits payable under this Plan in the event
of the Participant's death. The form for this purpose shall be
Drovided by the Employer. It is not binding on the Employer
until it is signed, filed with the Employer by the Participant
an~ accepted by the Employer. If the Participant dies without
having a Beneficiary form on file, the payment shall be made to
the properly appointed fiduciary of the Participant's probate
estate. However, if a fiduciary has not been appointed and qualified
within one hundred twenty (120) days after the death, the payment
may be made first to a surviving spouse, second to a surviving
child or children, and third to a surviving parent or parents.
The Participant accepts and acknowledges that he has the burden
for executing and filing with the Employer a proper Beneficiary
designation form.
(g) Commencement of Payment. The payment of benefits to
the Participant shall begin no later than the first day of the
next calendar year after the occurrence of the event that gives
rise to the beginning of the payment of benefits.
(h) Short-Term or L~mp-Sum Settlement. Notwithstanding
anything in this Article to the contrary, if at any time the
amounts held under this Plan in the account maintained for the
Participant, or his Beneficiary, total to a credit of $2,000 or
less, and for any reason the Participant has ceased to be an
Employee of the Employer, the Employer is authorized to deviate
16.
from the restrictions imposed by the paragraphs in this Article
and effect a lump sum settlement.
(i) Options. The following options are available for
selection by Participant. If, at the time of his election to
participate in the Plan the Participant fails to select a payment
option for any event which causes payment of benefits to begin,
he shall be deemed to have elected to have the benefits payable
upon occurrence of such event as if he had elected payments for a
specified period of ten (10) years as provided for in option 2.
A. Payment Options.
As provided in subsections (a) through (f) of this
section, Participants may select:
Option 1. Lump-Sum Payment.
The total benefits payable in one cash payment.
Option 2. Payment for a Specified Period.
Amounts payable in equal installments over a
period of three (3) to thirty (30) years, provided that the
period requested does not exceed the life expectancy of Participant,
or the greater of the life expectancy of Participant or spouse.
Option 3. Life Annuity.
An annuity payable during the lifetime of the
Participant.
17.
Option 4. Life Annuity with Period Certain Guaranteed.
An annuity payable during the lifetime of the Participant, or his
Beneficiary, with the guarantee that if at Participant's death
payments have not been made for the guaranteed period as elected,
payments will continue to the Beneficiary or Beneficiaries until
payments have been made for the full guaranteed period elected.
The guaranteed period to be elected must be either five (5), ten
(10), fifteen (15) or twenty (20) years.
Option 5. Joint and Survivor Annuity.
An annuity payment during the lifetimes of the
Participant and a secondary payee named by the Participant.
B. Method of Payment Options.
If the Participant has elected a payment-option requiring
installment payments, the Participant may also elect to have such
payments made either monthly, quarterly, semi-annually or annually.
Section 4.02 Financial Hardship. Notwithstanding any other
provision herein, for "financial hardship" a Participant may
apply to the Advisory Committee to withdraw, in whole or in part,
from the Plan prior to retirement or any other termination of his
employment with the Employer. If the application for withdrawal
is approved by the Advisory Committee, the withdrawal shall be
effected as of the first day of the month next following such
approval being given. Benefits to be paid upon any withdrawal
shall be limited strictly to that amount necessary to meet the
emergency situation constituting financial hardship. Any remaining
benefits shall be paid upon retirement, termination of employment,
disability or death, in accordance with Section 4.01 above.
18.
Withdrawal for "financial hardship" shall be limited to real
emergencies beyond the control of the Participant which would
cause him great hardship if early withdrawal were not permitted.
"Financial hardship" shall include the following: impending
personal bankruptcy; unexpected and unreimbursed major expenses
resulting from illness or accident of the Participant or any
dependent thereof; major property loss of any other type of
unexpected and unreimbursed personal expense of a major nature
that would not normally be budgetable. Foreseeable personal
expenditures normally budgetable, such as a down payment for a
home, the purchase of an automobile, college or other schooling
expenses, etc., will not constitute a "financial hardship." The
decision of the Advisory Committee concerning "financial hardship"
shall be final aS to all Participants.
ARTICLE 5
Miscellaneous
Section 5.01 Leave of Absence. If a Participant is on an
approved leave of absence from the Employer with compensation,
participation in this Plan will continue. If a Participant is on
an approved leave of absence without compensation and such leave
of absence continues for more than six (6) months, said Participant
will be deemed to have terminated participation in the Plan as of
the end of such six (6) month period. Such termination of participation
will not cause distribution of benefits. Upon return from such
leave of absence, the Participant's full compensation on a
non-deferred basis will be thereupon restored. Such Employee may
again become a Participant by meeting the requirements for eligibility
as herein provided.
Section 5.02 Retirement System Integration. Benefits
payable to, and deductions for Employee contributions to, the
retirement system of the Employer shall be computed based upon
gross compensation, including any amounts deferred pursuant to
this Deferred Compensation Plan. Total compensation for the
purposes of the retirement system of the Employee shall include
all amounts deducted by the Employee, or paid by the Employer,
pursuant to the Deferred Compensation Plan.
Section 5.03 Amendment. This Plan may be modified, amended
or terminated in whole or in part (including retroactive amendments)
by the Employer at any time. No amendment or termination of the
Plan shall reduce or impair the rights of any Participant or his
Beneficiary which have already accrued. Upon termination of the
Plan, the Employer shall distribute all amounts credited to each
Participation Account in accordance with the Participant's payment
option selected pursuant to Section 4.01. All Participants shall
be treated in the same manner.
Section 5.04 Creditors. A Participant may not assign,
transfer, sell, hypothecate, or otherwise dispose of any or all
of his investment account or any right which he may have under
the Plan, and any attempt to do so shall be void.
Section 5.05 Employment. Participation in the Plan shall
not be construed as giving any Participant any right to continue
his employment with the Employer.
20.
Section 5.06 Successors and assigns. The Plan shall be
binding upon and shall inure to the benefit of the Employer, its
successors and assigns, all Participants and Beneficiaries and
their heirs and legal representatives.
Section 5.07 Written Notice. Any notice or other
communication required or permitted under the Plan shall be in
writing, and if directed to the Employer, shall be sent to the
designated office of the Employer, and, if directed to a Participant
or to a Beneficiary, shall be sent to such Participant or Beneficiary
at either his last known address as it appears on the Employer's
record or to his work site, at the Employer's option.
Section 5.08 Facility of Payment. If any Participant
terminates his employment with an unpaid debt owing to the Employer
and neglects or refuses to liquidate the debt by any other means
when due and upon demand, the Employer shall be entitled to
collect the amounts due from the deferred compensation owed to
the Participant under the Plan.
Section 5.09 Total Agreement. This Plan and the Participa-
tion Agreement, and any subsequently adopted amendment thereof,
shall constitute the total agreement or contract between the
Employer and the Participant regarding the Plan. No oral statement
regarding the Plan may be relied upon by the Participant.
Section 5.10 Gender. As used herein, the masculine shall
include the neuter and the feminine where appropriate.
Section 5.11 Controlling Law. This Plan is created and
shall be interpreted under the laws of the State of California as
the same shall be at the time any dispute or issue is raised.
21.