North
Carolina
|
0-15572
|
56-1421916
|
||
(
State
or Other Jurisdiction
of
Incorporation
)
|
(
Commission
File Number
)
|
(
I.R.S.
Employer
Identification
No.
)
|
341
North Main Street
Troy,
North Carolina 27371
|
(
Address
of Principal Executive Offices
)
(
Zip
Code
)
|
(910)
576-6171
|
(
Registrant’s
Telephone Number, including area code
)
|
Not
Applicable
|
(
Former
Name or Address, if changed from last report
)
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Page
|
|
Item
5.02. - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements
Of
Certain Officers
|
3
|
Item
8.01. - Other Events
|
3
|
Item
9.01. - Financial Statements and Exhibits
|
3
|
Signatures
|
4
|
Jerry
L. Ocheltree
|
$312,700
|
Anna
G. Hollers
|
$255,150
|
Teresa
C. Nixon
|
$236,225
|
John
F. Burns
|
$200,997
|
Eric
P. Credle
|
$200,000
|
Exhibit
10.1 - Senior Management Supplemental Executive Retirement
Plan
|
FIRST
BANCORP
|
||
By:
|
/s/
James H. Garner
|
|
Name:
|
James
H. Garner
|
|
Title:
|
President
and Chief Executive Officer
|
Exhibit
Number
|
Exhibit
|
10.1
|
Senior
Management Supplemental
Executive
Retirement Plan
|
Page
|
|
ARTICLE
1 - DEFINITIONS
|
2
|
ARTICLE
2 - ELIGIBILITY
|
5
|
ARTICLE
3 - EARLY RETIREMENT
|
6
|
ARTICLE
4 - NORMAL RETIREMENT
|
7
|
ARTICLE
5 - DELAYED RETIREMENT
|
9
|
ARTICLE
6 - DISABILITY RETIREMENT
|
10
|
ARTICLE
7 - SURVIVOR BENEFITS
|
13
|
ARTICLE
8 - TERMINATION OF EMPLOYMENT
|
15
|
ARTICLE
9 - PAYMENT OF RETIREMENT BENEFITS
|
17
|
ARTICLE
10 - PENSION RETIREMENT COMMITTEE
|
18
|
ARTICLE
11 - CLAIM PROCEDURE
|
19
|
ARTICLE
12 - UNFUNDED PLAN
|
21
|
ARTICLE
13 - SPENDTHRIFT
|
22
|
ARTICLE
14 - AMENDMENT AND TERMINATION
|
23
|
ARTICLE
15 - MISCELLANEOUS PROVISIONS
|
242424
|
1.1
|
Accrued
Benefit
shall
mean a Participant's benefit determined on any given date and will
be an
allocable portion of the benefit to which he will be entitled at
Normal
Retirement Date. The Accrued Benefit is determined as follows: The
reference to Section 4.2 herein, using expected Years of Credited
Service
as of a Participant's Normal Retirement Date, and using Final Average
compensation as of the accrual date, multiplied by the ratio (not
to
exceed 1) of (a) over (b) where (a) is the number of Years of Credited
Service completed by an Employee and (b) is the number of Years of
Credited Service an Employee would have completed if he had continued
until his Normal Retirement Date.
|
1.2
|
Actuarial
(or Actuarially) Equivalent
shall
mean a benefit of equivalent value to the Normal Annuity Form determined
by generally accepted actuarial principles, using the interest and
mortality rates set forth for this purpose in the First Bancorp Employees'
Pension Plan.
|
1.3
|
Board
shall
mean the Board of Directors of the
Employer.
|
1.4
|
Code
shall
mean the Internal Revenue Code of 1986 and amendments thereto.
|
1.5
|
Committee
shall
mean the Pension Retirement Committee appointed by the Board to administer
the Plan (also known as the Pension Committee or the Retirement
Committee).
|
1.6
|
Compensation
-
An
Employee's Compensation for any Plan Year shall mean his wages within
the
meaning of Code Section 3401(a) and all other payments to the Employee
by
the Employer (in the course of the Employer's trade or business)
for which
the Employer is required to furnish the Employee a written statement
under
Code Section 6041(d) and 6051(a)(3), reduced by all of the following
(even
if includable in gross income): Reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred
compensation and welfare benefits. Compensation shall also include
elective contributions that are made by the Employer on behalf of
the
Employee that are not included in gross income under Code Section
125,
402(a)(8) or 402(h).
|
1.7
|
Dates
:
|
(a)
|
The
Effective Date
of
the Plan is January 1, 1993.
|
(b)
|
Anniversary
Date
is
January 1, 1993, and thereafter the Anniversary Date shall be the
first
day of each Plan Year.
|
(c)
|
Plan
Year
:
The Plan Year shall begin each January 1 and end the following December
31.
|
(d)
|
Entry
Date
shall
mean the date specified by the Board on which an Employee's participation
shall begin.
|
1.8
|
Eligible
Spouse
shall
mean the spouse to whom a Participant is married on the date the
Participant's benefits under this Plan are to commence or on the
Participant's date of death.
|
1.9
|
Employee
shall
mean any person on the payroll of the Employer who is subject to
withholding for purposes of Federal income taxes and for purposes
of the
Federal Insurance Contributions
Act.
|
1.10
|
Employer
or Company
shall
mean First Bancorp and any successor of First
Bancorp.
|
1.11
|
Gender
and Number
-
The
masculine pronoun shall include the feminine and the singular shall
include the plural.
|
1.12
|
Normal
Retirement Age
shall
be a Participant's 65th birthday.
|
1.13
|
Normal
Retirement Date
for
a Participant shall be the first day of the month coinciding with
or next
following the Participant's 65th
birthday.
|
1.14
|
Participant
shall
mean any Employee or former Employee (or Beneficiary thereof) who
has
become a Participant pursuant to the provisions of Section 2.1 and
whose
benefits under the Plan have not been paid in
full.
|
1.15
|
Plan
shall
mean the "First Bancorp Senior Management Supplemental Executive
Retirement Plan" as embodied in this instrument, any and all supporting
documents, and all subsequent amendments and supplements
thereto.
|
1.16
|
Plan
Administrator
shall
mean the Employer, unless otherwise designated by the
Board.
|
1.17
|
Service
|
2.1
|
Requirements
for Participation
-
An Eligible Employee shall participate in the Plan on January 1,
1993 or
any subsequent Entry Date coinciding with or next following the date
he is
designated by the Board as a Participant in the
Plan.
|
3.1
|
Early
Retirement Benefit
-
If a Participant shall cease to be an Employee following his 55th
birthday
but prior to his Normal Retirement Date, this shall be considered
as an
Early Retirement, provided the Participant shall have completed 15
Years
of Service in the employ of the Employer. Monthly benefit payments
shall
start on the date the Participant's retirement benefits under the
First
Bancorp Employees' Pension Plan start, and the amount of such benefit
shall be determined as follows:
|
(a)
|
If
the payment of benefits commences at Normal Retirement Date, the
amount of
the benefit shall be the Participant's Accrued Benefit determined
as of
his Early Retirement Date.
|
(b)
|
If
the payment of benefits commences prior to Normal Retirement Date,
the
amount of the benefit shall be the Participant's Accrued Benefit
determined as of his Early Retirement Date, reduced as
follows:
|
3.2
|
The
Early
Retirement Date
of
a Participant who ceases to be an Employee shall be the first day
of the
month coinciding with or next following the date such Participant
meets
the requirements stated in Section
3.1.
|
3.3
|
The
Accrued Benefit of a Participant shall be 100% vested and nonforfeitable
on his Early Retirement Date.
|
4.1
|
At
Normal Retirement Age each Participant shall have a 100% vested and
nonforfeitable right to his Normal Retirement
Benefit.
|
4.2
|
Amount
of Normal Retirement Benefit
-
The
amount of the monthly Normal Retirement Benefit, payable as a straight
life annuity, shall be determined as
follows:
|
(a)
|
Determination
of Normal Retirement Benefit
-
Each
Participant shall be entitled to receive a monthly retirement benefit
commencing at Normal Retirement Date in an amount equal to (1), minus
(2)
minus (3) below:
|
(1)
|
3.0%
of the Participant's Final Average Monthly Compensation multiplied
by his
number of Years of Credited Service subject to a maximum of 20 years
(maximum 60%). The maximum benefit is increased to 65% of Final Average
Compensation for James H. Garner and gives credit to Mr. Garner for
up to
22 Years of Credited Service in the calculation of his benefit;
less
|
(2)
|
50%
of the Participant's monthly primary Social Security benefit payable
at
his Social Security retirement age,
less
|
(3)
|
the
amount of the Participant's monthly Normal Retirement Benefit as
determined under Section 4.2 of First Bancorp Employees' Pension
Plan. If
a Participant retires or dies on a date other than his Normal Retirement
Date, the amount determined for purposes of this Section 4.2(a)(3)
shall
be his "Accrued Benefit" determined under the First Bancorp Employees'
Pension Plan as of such date.
|
(b)
|
The
Normal Retirement Benefit shall be equal to the greater of a Participant's
Early Retirement Benefit or his Normal Retirement Benefit at Normal
Retirement Age.
|
(c)
|
Final
Average Monthly Compensation
-
A
Participant's "Final Average Monthly Compensation" is one-twelfth
of:
|
(1)
|
his
average annual Compensation for those five consecutive Plan Years
during
all of which he worked as an Employee, within the last ten Plan Years
during all of which he worked as an Employee, that produce the highest
average, or
|
(2)
|
his
average annual Compensation for all Plan Years during all of which
he
worked as an Employee if five or less years.
|
5.1 |
A
Participant may retire later than his Normal Retirement Date. In
such
event:
|
(a)
|
A
Participant's Delayed Retirement Date shall be the first day of the
month
coincident with or next following his last day of employment. The
amount
of benefit to which the Participant shall be entitled as of the date
payments actually commence shall be equal to his Accrued Benefit
calculated as of his Delayed Retirement Date, considering his Final
Average Compensation through his Delayed Retirement Date and his
Years of
Credited Service, subject to a maximum of 20 years, as of such date.
Notwithstanding the above, the maximum Years of Credited Service
of James
H. Garner shall be 22 years with a maximum Delayed Retirement Benefit
of
65% of his Final Average Compensation offset by the benefits described
in
Section 4.2(a)(2) and Section
4.2(a)(3).
|
(b)
|
The
benefit so determined in 5.1(a) above shall be payable as a straight
life
annuity.
|
6.1
|
Eligibility
for Disability Retirement
Benefits
|
(a)
|
A
Participant who is not yet eligible for Early Retirement under Article
3
or Normal Retirement under Article 4, and who ceases to be an Employee
due
to disability shall be eligible to receive a Disability Retirement
Benefit
if the Participant qualifies for disability benefits under a long-term
disability insurance plan sponsored by the Employer.
|
(b)
|
The
Disability Retirement Date of a Participant shall be the first day
of the
month coinciding with or next following the date a Participant meets
the
requirements of Section 6.1(a) above. However, benefit payment shall
be
deferred until the date such long-term disability insurance benefit
shall
terminate, whereupon the Participant shall be eligible to receive
his
disability retirement benefit, reduced as provided in Section 6.2(b)(4)
if
payment commences before his Normal Retirement Date.
|
6.2
|
Determination
of Disability Benefit
|
(a)
|
Disability
benefit payments shall be payable commencing on the first day of
any month
on or after his Disability Retirement Date and before his Normal
Retirement Date, but not before long-term disability benefit payments
stop, as elected by the Participant, provided, however, that any
such
benefit shall cease upon the first to occur of the following dates:
|
(1) |
the
date the Participant is deemed to be no longer disabled for purposes
of
the long-term disability insurance
plan,
|
(2) |
the
date of the Participant's death, unless the option elected by the
Participant pursuant to Article 9 provides for the continuation of
payments to an Eligible Spouse or other Beneficiary,
or
|
(3) |
the
date the Participant attains his Normal Retirement Age, at which
time such
Participant shall be deemed to be a retired Participant no longer
required
to furnish proof of disability. Any benefit being paid to a disabled
Participant who reaches Normal Retirement Age shall continue as if
the
Participant had elected such benefit at his Normal Retirement
Date.
|
(b)
|
The
amount of such benefit shall be determined as
follows:
|
(1) |
Once
a Participant is determined to be totally and permanently disabled,
his
Accrued Benefit shall become 100% vested and
nonforfeitable.
|
(2)
|
Crediting
of Service
-
For
purposes of benefit accrual, a Participant shall continue to receive
credit for Hours of Service until his Disability Retirement Date
equal to
the Hours of Service for which he would have normally received credit
if
he had been actively employed until such
date.
|
(3)
|
If
the payment of benefits commences at Normal Retirement Date, the
amount of
the benefit shall be the Participant's Accrued Benefit as of his
Disability Retirement Date.
|
(4)
|
If
the payment of benefits commences prior to Normal Retirement Date,
the
amount of the benefit shall be the Participant's Accrued Benefit
as of his
Disability Retirement Date, reduced as
follows:
|
6.3
|
Cash-out
of Small Benefits
-
The
provisions of Section 6.2 notwithstanding, if the Actuarially Equivalent
lump sum present value of the disability benefit determined for any
disabled Participant shall be $5,000 or less, then such lump sum
shall be
paid directly to such disabled
Participant.
|
6.4
|
Recovery
from Disability
-
If
a Participant is deemed to be no longer disabled for purposes of
the
long-term disability insurance plan prior to his Normal Retirement
Date,
he shall be considered recovered from his disability. If such Participant
returns to the service of the Employer within 30 days of such recovery,
then he shall be deemed not to have incurred a Break in Service as
a
result of his permanent and total disability, but the number of years
and
fractions
|
7.1
|
Determination
of Survivor Benefits
|
(a)
|
The
Eligible Spouse of a
Participant
who has completed less than five Years of Service with the Employer
shall
receive no death benefits from this
Plan.
|
(b)
|
If
a
Participant
who has completed five or more Years of Service shall die before
the
Earliest Retirement Age
,
his
surviving Eligible Spouse, if any, shall receive a "Preretirement
Survivor
Annuity" commencing at the Earliest Retirement Age under the Plan,
and
subject to all relevant early retirement reductions under the
Plan.
|
(c)
|
If
a
Participant
who has completed five or more Years of Service shall die after the
Earliest Retirement Age
,
his
surviving Eligible Spouse, if any, shall receive a "Preretirement
Survivor
Annuity" commencing immediately (with appropriate early retirement
reductions) unless such surviving Eligible Spouse elects a later
date
under the terms of the First Bancorp Employees' Pension
Plan.
|
7.2
|
Determination
of Survivor Benefits
|
(a)
|
For
a Participant who meets the requirements of Section 7.1(b) above,
a
Preretirement
Survivor Annuity
shall
be determined as follows:
|
(1)
|
separated
from service on the date of death;
|
(2)
|
survived
to the Earliest Retirement Age;
|
(3)
|
retired
at the Earliest Retirement Age with an immediate joint and 50% survivor
annuity with his Eligible Spouse as the contingent annuitant;
and
|
(4)
|
died
on the day after the Earliest Retirement
Age.
|
(b)
|
For
a Participant who meets the requirements of Section 7.1(c) above,
a
Preretirement
Survivor Annuity
shall
be determined as follows:
|
(c)
|
Notwithstanding
the provisions of Section 7.2(a) and (b) above, if the Actuarially
Equivalent present value of the survivor's benefit is $5,000 or less,
such
lump sum present value shall be paid as soon as practical to the
surviving
Eligible Spouse.
|
(d)
|
The
Earliest
Retirement Age
shall
mean the earliest date under the Plan on which a Participant could
elect
to receive retirement benefits. For this purpose, if a Participant
dies
prior to meeting the service requirement for eligibility for early
retirement, then his Earliest Retirement Age shall be his Normal
Retirement Age.
|
7.3
|
Death
Distribution Provisions for Retired Participants
-
Upon
the death of a Participant who has retired, death benefits, if any,
shall
be determined under the optional form, if any, under which his retirement
benefits were being paid.
|
7.4
|
Beneficiary
-
The
beneficiary under any optional form of benefit payment being received
by a
Participant shall be determined under the terms of the First Bancorp
Employees' Pension Plan.
|
8.1
|
Nonforfeitable
Rights
-
Notwithstanding
any other provisions of this Article, a Participant's Accrued Benefit
shall be 100% vested and nonforfeitable upon such Participant's attaining
Normal Retirement Age or, if earlier, upon his Early Retirement Date
or
disability pursuant to Article 6 herein, or upon his death after
completing five Years of Service.
|
8.2
|
Terminated
Participant
-
A
terminated Participant shall only be vested (100%) in his Accrued
Benefit
under this Plan upon the date the Participant qualifies for either
Early
Retirement (Section 3.1) or Normal Retirement (Section 1.22) or in
the
event of his death or Disability (as defined in Article 6). Furthermore,
a
Participant will become 100% vested in his Accrued Benefit in the
event of
a “Change in Control” (see Section
8.3(b)).
|
A
Participant who terminates his/her employment with the Employer or
any of
its Affiliated Companies for any reason, other than those listed
in the
preceding paragraph shall not be entitled to any benefit under this
Plan.
|
8.3
|
Change
in Control
|
(a)
|
In
the event of a Change in Control of the Company (as defined below),
each
Participant who is actively employed on the date of such Change in
Control
as of the date of such Change in Control shall become fully vested
in his
Accrued Benefit under this Plan as of the date of such Change in
Control.
Payment of such Accrued Benefit may commence on the earlier of his
Early
Retirement Date of Normal Retirement Date in accordance with the
provisions of Article 9.
|
(b)
|
The
term “Change in Control” as used herein shall mean the power, directly or
indirectly, to direct the management or policies of the Corporation
or to
vote forty (40%) or more of any class of voting securities of the
Corporation, except that any merger, consolidation or corporate
reorganization in which the owners of the capital stock entitled
to vote
(“Voting Stock”) in the election of directors of the Corporation prior to
said combination own sixty-one percent (61%) or more of the resulting
entity’s Voting Stock shall not be considered a Change in Control;
provided, however, that a Change in Control shall be deemed to have
occurred if: (i) any “person” (as that term is used in Sections 13 (d) and
14 (d)(2) of the Securities Exchange Act of 1934), other than a trustee
or
other fiduciary holding securities under an employee benefit plan
of the
Corporation, is or becomes the beneficial owner (as the term is used
in
Section 13(d) of the Securities exchange act of 1934), directly or
indirectly, of thirty-three (33%) or more of the Voting Stock of
the
Corporation or its successors; (ii) during any period of two consecutive
years individuals who at the beginning of such period constituted
the
Board of Directors of the Corporation or its successors (the “Incumbent
Board”) cease for any reason to constitute at least a majority thereof;
provided, that any person who becomes a director of the Corporation
after
the beginning of such
|
(c)
|
The
benefits payable under this section in the event of a Change in Control
shall be the Accrued Benefit to which an eligible Participant is
entitled
under the Plan. If the benefits to which a Participant become entitled
under the Plan in the event of his Early Retirement or Normal Retirement
are greater than the benefits provided under this section, then such
other
benefits shall be the benefit payable to the Participant (or the
beneficiary) under the Plan.
|
8.4
|
Facts
Concerning the Termination of a Participant’s
Employment
|
(a)
|
The
facts concerning the termination of a Participant’s employment shall be
transmitted to the Committee by written statement from the Employer,
and
the Committee may accept such statement as true. The Committee shall
not
incur any liability by reason of any action taken or omitted on the
strength of such statement.
|
9.1
|
At
a Participant's Disability, Early, Normal or Delayed Retirement Date,
retirement benefits shall be paid in the form elected by the Participant
in accordance with the terms of the First Bancorp Employees' Pension
Plan.
Retirement benefits payable in any form other than a straight life
annuity
shall be the Actuarial Equivalent of the Participant's Accrued Benefit
payable as a straight life annuity.
|
10.1
|
The
Retirement Committee shall have full responsibility, discretion and
authority to interpret and administer the Plan, including the power
to
promulgate rules of Plan administration, to settle any disputes as
to
rights or benefits arising from the Plan, to appoint agents and delegate
its duties, and to make decisions or take such actions as the Retirement
Committee, in its sole discretion, deems necessary or advisable to
aid in
the proper administration of the Plan. Actions and determinations
by the
Retirement Committee shall be final, binding and conclusive for all
purposes of the Plan.
|
11.1
|
Filing
a Claim for Benefits
-
Any claim for a Plan benefit hereunder shall be filed by a Participant
or
beneficiary (claimant) with the Pension Committee.
|
11.2
|
Denial
of Claim
|
(a)
|
If
a claim for a Plan benefit is wholly or partially denied, notice
of the
decision shall be furnished to the claimant by the Committee within
a
reasonable period of time after receipt of the claim by the
Committee.
|
(b)
|
Any
claimant who is denied a claim for benefit shall be furnished written
notice setting forth:
|
(1)
|
The
specific reason or reasons for the
denial;
|
(2)
|
Specific
reference to the pertinent Plan provisions upon which the denial
is
based;
|
(3)
|
A
description of any additional material or information necessary for
the
claimant to perfect the claim and an explanation of why such material
or
information is necessary; and
|
(4)
|
An
explanation of the Plan's claim review procedure.
|
11.3
|
Claims
Review Procedure
|
(a)
|
In
order that a claimant may appeal a denial of a claim, a claimant
or his
duly authorized representative:
|
(1)
|
May
request a review by written application to the Committee not later
than 60
days after receipt by the claimant of written notification of denial
of a
claim;
|
(2)
|
May
review pertinent documents; and
|
(3)
|
May
submit issues and comments in
writing.
|
(b)
|
A
decision on review of a denied claim shall be made not later than
60 days
after receipt of a request for review, unless special circumstances
require an extension of time for processing, in which case a decision
shall be rendered within a reasonable period of time, but not later
than
120 days after receipt of a request for
review.
|
(c)
|
The
decision on review shall be in writing and shall include the specific
reasons for the decision and the specific references to the pertinent
Plan
provisions on which the decision is
based.
|
12.1
|
The
Employer's obligations under this Plan shall be an unfunded and unsecured
promise to pay. The Employer shall not be obligated under any
circumstances to fund its financial obligations under this Plan.
Benefit
payments shall be made solely from the Employer's general assets.
Any
assets which the Employer may acquire or set aside to help cover
its
financial liabilities are and must remain general assets of the Employer
subject to the claims of its creditors. Neither the Employer nor
the Plan
gives any Participant any beneficial ownership interest in any assets
of
the Employer. All rights of ownership in any such assets are and
remain in
the Employer.
|
13.1
|
No
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge,
and
any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge any such benefit shall be void. Prior to the receipt
thereof, no such benefit shall in any manner be liable for or subject
to
the recipient's debts, contracts, liabilities, engagements or
torts.
|
14.1
|
This
Plan may be amended, suspended or terminated at any time by the Employer
by a written instrument executed in the name of the Employer under
its
corporate seal by officers duly authorized to execute such instrument,
provided that no such amendment, suspension or termination shall
materially adversely affect the rights of any Participant to Accrued
Benefits previously earned by such Participant and not yet
paid.
|
15.1
|
Headings
-
The
headings of the Plan have been inserted for convenience of reference
only
and are to be ignored in any construction of the provisions
hereof.
|
15.2
|
Plan
not Contract of Employment
-
This Plan shall not be construed as creating or changing any contract
of
employment between the Employer and its Employees, whether Participants
or
not, and the Employer retains the right to deal with its Employees,
whether Participants or not, and to terminate their respective employment
at any time, to the same extent as though this Plan had not been
created.
|
15.3
|
Invalidity
of Certain Provisions
-
If any provisions of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions,
and this Plan shall be construed and enforced as if such provisions
had
not been included.
|
15.4
|
Law
Governing
-
This Plan shall be construed and enforced according to the laws of
the
State of North Carolina.
|
15.5
|
General
Undertaking
-
All parties to this Plan and all persons claiming any interest whatsoever
hereunder agree to perform any and all acts and execute any and all
documents and papers which may be necessary or desirable for the
carrying
out of this Plan or any of its
provisions.
|
15.6
|
Agreement
to Bind
-
This Plan shall be binding upon the Employer, its assigns, and any
successor to substantially all of the Employer's assets and business
through merger, acquisition or consolidation, and upon a Participant
and
his beneficiaries, assigns, heirs, executors and
administrators.
|
15.7
|
Action
by Employer
-
Whenever under the terms of the Plan the Employer is permitted or
required
to take some action, such action may be taken by any officer of the
Employer who has been duly authorized by the Board of Directors of
the
Employer.
|
15.8
|
The
Company shall deduct from the amount of any payments hereunder all
taxes
required by applicable laws to be
withheld.
|