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Key Employee Emergence Incentive Plan
Key Employee Emergence Incentive Plan (9K)
Doc #187501: Click preview link for longer preview.
OWENS CORNING KEY
EMPLOYEE EMERGENCE INCENTIVE PLAN
1.
Purpose. This Owens Corning Key Employee Emergence Incentive Plan has been established by Owens Corning for designated key employees of the Company. The purpose of the Plan is to provide an incentive to Participants to remain in the employ of the Company through the date of the Companys emergence from Chapter 11 bankruptcy, and to expedite its emergence to the greatest extent possible.
2.
Definitions. For purposes of this Plan:
a.
Board shall mean the Board of Directors of Owens Corning.
b.
Cause shall mean acts of gross misconduct, gross insubordination, embezzlement, fraud, misappropriation of funds, property or trade secrets (in each case as determined by the Committee), or the commission of any felony under state or federal law.
c.
Committee shall mean the Compensation Committee of the Board.
d.
Company shall mean Owens Corning, a Delaware Corporation, and each of its subsidiaries.
e.
Disability shall mean the Participants entitlement to benefits under any long term disability plan or program of the Company.
187501
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Owens Corning
As referenced in this Key Employee Emergence Incentive Plan:
OWENS CORNING –
EX-10 7 ex10key_2002f10-k.htm OWENS CORNING KEY EMPLOYEE INCENTIVE PLAN
OWENS CORNING KEY
EMPLOYEE EMERGENCE INCENTIVE PLAN
1.
Purpose. This Owens
OWENS CORNING –
EX-10 7 ex10key_2002f10-k.htm OWENS CORNING KEY EMPLOYEE INCENTIVE PLAN
OWENS CORNING KEY
EMPLOYEE EMERGENCE INCENTIVE PLAN
1.
Purpose. This Owens Corning Key Employee Emergence Incentive Plan
Owens Corning – CORNING KEY EMPLOYEE INCENTIVE PLAN
OWENS CORNING KEY
EMPLOYEE EMERGENCE INCENTIVE PLAN
1.
Purpose. This Owens Corning Key Employee Emergence Incentive Plan has been established by Owens Corning for designated key employees
Owens Corning – PLAN
1.
Purpose. This Owens Corning Key Employee Emergence Incentive Plan has been established by Owens Corning for designated key employees of the Company. The purpose of the Plan is to provide
Owens Corning. – Definitions. For purposes of this Plan:
a.
Board shall mean the Board of Directors of Owens Corning.
b.
Cause shall mean acts of gross misconduct, gross insubordination, embezzlement, fraud, misappropriation of
dt 29054
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Long-Term Incentive Plan
Long-Term Incentive Plan (51K)
Doc #370950: Click preview link for longer preview.
UNIFAB INTERNATIONAL, INC.
LONG-TERM INCENTIVE PLAN
marked to show amendments to the Plan adopted at the Company's Annual Meeting of
Shareholders held on December 27, 2002. Added provisions are in BOLDED and
ITALICIZED print; deleted provisions are in [brackets].
1. PURPOSE. The purpose of the Long-Term Incentive Plan (the "Plan") of
UNIFAB International, Inc. ("UNIFAB") is to increase shareholder value and to
advance the interests of UNIFAB and its subsidiaries (collectively, the
" . . .
370950
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UNIFAB Int'l
As referenced in this Long-Term Incentive Plan:
UNIFAB INTERNATIONAL, INC – {DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}3
{FILENAME}d04132exv10w2.txt
{DESCRIPTION}THE COMPANY'S LONG-TERM INCENTIVE PLAN
{TEXT}
{PAGE}
EXHIBIT 10.2
UNIFAB INTERNATIONAL, INC .
LONG-TERM INCENTIVE PLAN
marked to show amendments to the Plan adopted at the Company's Annual Meeting of
Shareholders held on December 27, 2002. Added provisions are in
_____________
UNIFAB International, Inc – on December 27, 2002. Added provisions are in BOLDED and
ITALICIZED print; deleted provisions are in [brackets].
1. PURPOSE. The purpose of the Long-Term Incentive Plan (the "Plan") of
UNIFAB International, Inc . ("UNIFAB") is to increase shareholder value and to
advance the interests of UNIFAB and its subsidiaries (collectively, the
"Company") by furnishing a variety of economic incentives (the "Incentives")
designed
_____________
UNIFAB International, Inc – following form:
The transferability of this certificate and the shares of
Common Stock represented by it are subject to the terms and
conditions (including conditions of forfeiture) contained in
the UNIFAB International, Inc . Long-Term Incentive Plan (the
"Plan"), and an agreement entered into between the registered
owner and UNIFAB International, Inc. thereunder. Copies of the
Plan and the agreement are on
_____________
UNIFAB International, Inc – the terms and
conditions (including conditions of forfeiture) contained in
the UNIFAB International, Inc. Long-Term Incentive Plan (the
"Plan"), and an agreement entered into between the registered
owner and UNIFAB International, Inc . thereunder. Copies of the
Plan and the agreement are on file at the principal office of
UNIFAB International, Inc.
7.5. DIVIDENDS ON RESTRICTED STOCK. Any and all cash
_____________
UNIFAB International, Inc – Plan"), and an agreement entered into between the registered
owner and UNIFAB International, Inc. thereunder. Copies of the
Plan and the agreement are on file at the principal office of
UNIFAB International, Inc .
7.5. DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
dividends paid with respect to the shares of restricted stock shall be
subject to any restrictions on
_____________
dt 1549738
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Employee Long-Term Incentive Plan
Employee Long-Term Incentive Plan (45K)
Doc #370951: Click preview link for longer preview.
UNIFAB INTERNATIONAL, INC.
EMPLOYEE LONG-TERM INCENTIVE PLAN
1. PURPOSE. The purpose of the Employee Long-Term Incentive Plan (the
"Plan") of UNIFAB International, Inc. ("UNIFAB") is to increase shareholder
value and to advance the interests of UNIFAB and its subsidiaries (collectively,
the "Company") by furnishing a variety of economic incentives (the "Incentives")
designed to attract, retain and motivate key employees, consultants, and
advisors of the Company and to strengthen the mutuality of interests between the
shareholders of UNIFAB and such employees, consultants, and advisors. Incentives
consist of opportunities to purchase or to receive shares of UNIFAB common
stock, $.01 par value per share (the "Common Stock"), on terms determined under
the Plan. As used in the Plan, the term "subsidiary" means any corporation or
other entity of which UNIFAB owns (directly or indirectly) 50% or more of the
total ordinary voting power or 50% or more of the total value of all classes of
equity interests of such corporation or other entity.
2. ADMINISTRATION.
2.1. COMPOSITION. Except as otherwise provided in Sections
9.11 and 9.12 of the Plan, the Plan shall be administered by the
Chairman of the Board and Chief Executive Officer of the Company (the
"Administrator"), who, in that position and capacity, shall constitute
the "Employee Long-Term Incentive Plan Committee" of the UNIFAB Board
of Directors for purposes of the Louisiana Business Corporation Law.
2.2. AUTHORITY. The Administrator shall have plenary authority
to award Incentives under the Plan, to interpret the Plan, to establish
any rules or regulations relating to the Plan that he determines to be
appropriate, to enter into agreements with participants as to the terms
of the Incentives (the "Incentive Agreements") and to make any other
determination that he believes necessary or advisable for the proper
administration of the Plan. His decisions in matters relating to the
Plan shall be final and conclusive on the Company and participants.
3. ELIGIBLE PARTICIPANTS. Except as provided in the last sentence of
this Section 3, key employees, consultants, and advisors of the Company
(collectively, "Eligible Participants") are eligible, but are not required, to
receive Incentives under the Plan. Participants may be designated individually
or by groups or categories, as the Administrator deems appropriate. Directors
and officers of UNIFAB and any person who is deemed to be a "director" or an
"officer" of UNIFAB for purposes of Section 16 of the Securities Exchange Act of
1934 (the "1934 Act") are not eligible to receive Incentives under the Plan.
4. TYPES OF INCENTIVES. Incentives may be granted under the Plan to
Eligible Participants in any of the following forms, either individually or in
combination, (a) incentive stock
{PAGE}
options and non-qualified stock options; (b) restricted stock; and (c) other
stock-based awards ("Other Stock-Based Awards").
5. SHARES SUBJECT TO THE PLAN.
5.1. NUMBER OF SHARES. Subject to adjustment as provided in
Section 9.5, a total of 565,000 shares of Common Stock are authorized
to be issued under the Plan. In the event that an Incentive granted
hereunder expires or is terminated or cancelled prior to exercise or
payment, any shares of Common Stock that were issuable thereunder may
again be issued under the Plan. In the event that shares of Common
Stock are issued as Incentives under the Plan and thereafter are
forfeited or reacquired by the Company pursuant to rights reserved upon
issuance thereof, such forfeited and reacquired shares may again be
issued under the Plan. If an Other Stock-Based Award is to be paid in
cash by its terms, the Administrator need not make a deduction from the
shares of Common Stock issuable under the Plan with respect thereto. If
and to the extent that an Other Stock-Based Award may be paid in cash
or shares of Common Stock, the total number of shares available for
issuance hereunder shall be debited by the number of shares payable
under such Incentive, provided that upon any payment of all or part of
such Incentive in cash, the total number of shares available for
issuance hereunder shall be credited with the appropriate number of
shares represented by the cash payment, as determined in the sole
discretion of the Administrator. Additional rules for determining the
number of shares granted under the Plan may be made by the
Administrator, as he deems necessary or appropriate.
5.2. TYPE OF COMMON STOCK. Common Stock issued under the Plan
may be authorized and unissued shares or issued shares held as treasury
shares.
6. STOCK OPTIONS. A stock option is a right to purchase shares of
Common Stock from UNIFAB. Stock options granted under this Plan may be incentive
stock options or non-qualified stock options. Any option that is designated as a
non-qualified stock option shall not be treated as an incentive stock option.
Each stock option granted by the Administrator under this Plan shall be subject
to the following terms and conditions:
6.1. PRICE. The exercise price per share shall be determined
by the Administrator, subject to adjustment under Section 9.5;
provided, in no event shall the exercise price be less than the Fair
Market Value of a share of Common Stock on the date of grant, except
that in connection with an acquisition, consolidation, merger or other
extraordinary transaction, options may be granted at less than the then
Fair Market Value to replace options previously granted by one or more
parties to such transaction (or their affiliates) so long as the
aggregate spread on such replacement options for any recipient of such
options is equal to or less than the aggregate spread on the options
being replaced.
6.2. NUMBER. The number of shares of Common Stock subject to
the option shall be determined by the Administrator, subject to Section
5.1 and subject to adjustment as provided in Section 9.5.
370951
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UNIFAB Int'l
As referenced in this Employee Long-Term Incentive Plan:
UNIFAB INTERNATIONAL, INC – {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}4
{FILENAME}d04132exv10w3.txt
{DESCRIPTION}THE COMPANY'S EMPLOYEE LONG TERM INCENTIVE PLAN
{TEXT}
{PAGE}
EXHIBIT 10.3
UNIFAB INTERNATIONAL, INC .
EMPLOYEE LONG-TERM INCENTIVE PLAN
1. PURPOSE. The purpose of the Employee Long-Term Incentive Plan (the
"Plan") of UNIFAB International, Inc. ("UNIFAB") is to increase shareholder
value and
_____________
UNIFAB International, Inc – TERM INCENTIVE PLAN
{TEXT}
{PAGE}
EXHIBIT 10.3
UNIFAB INTERNATIONAL, INC.
EMPLOYEE LONG-TERM INCENTIVE PLAN
1. PURPOSE. The purpose of the Employee Long-Term Incentive Plan (the
"Plan") of UNIFAB International, Inc . ("UNIFAB") is to increase shareholder
value and to advance the interests of UNIFAB and its subsidiaries (collectively,
the "Company") by furnishing a variety of economic incentives (the "Incentives")
designed
_____________
UNIFAB International, Inc – following form:
The transferability of this certificate and the shares of
Common Stock represented by it are subject to the terms and
conditions (including conditions of forfeiture) contained in
the UNIFAB International, Inc . Employee Long-Term Incentive
Plan (the "Plan") and an agreement entered into between the
registered owner and UNIFAB International, Inc. thereunder.
Copies of the Plan and the agreement are
_____________
UNIFAB International, Inc – terms and
conditions (including conditions of forfeiture) contained in
the UNIFAB International, Inc. Employee Long-Term Incentive
Plan (the "Plan") and an agreement entered into between the
registered owner and UNIFAB International, Inc . thereunder.
Copies of the Plan and the agreement are on file at the
principal office of UNIFAB International, Inc.
7.4. DIVIDENDS ON RESTRICTED STOCK. Any and all cash
_____________
UNIFAB International, Inc – Plan") and an agreement entered into between the
registered owner and UNIFAB International, Inc. thereunder.
Copies of the Plan and the agreement are on file at the
principal office of UNIFAB International, Inc .
7.4. DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
dividends paid with respect to the shares of restricted stock shall be
subject to any restrictions on
_____________
dt 1549739
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Senior Executive Deferred Compensation Plan [Restated]
Senior Executive Deferred Compensation Plan [Restated] (15K)
Doc #372615: Click preview link for longer preview.
MAVERICK TUBE CORPORATION
RESTATED SENIOR EXECUTIVE DEFERRED COMPENSATION PLAN
1. PURPOSE - The Maverick Tube Corporation Restated Senior Executive
Deferred Compensation Plan (the "Plan") is established to provide
additional incentive to executive personnel to remain in the employ of
Maverick Tube Corporation (the "Corporation") by offering deferred
compensation to such personnel subject to such continued employment.
2. ADMINISTRATION - The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Corporation (the
"Committee"), which Committee, subject to any permitted action by the
Board of Directors (the "Board"), shall have complete discretion and
authority with respect to the Plan and its application except to the
extent that discretion is limited by the Plan.
3. PARTICIPANTS - Any key employee ("Employee") of the Corporation who has
been designated as eligible to participate under the Plan by the
Compensation Committee, shall become a participant ("Participant").
4. Employees who have been designated, as Participants by the Committee
shall be listed on Schedule A, attached hereto and made a part
hereof by reference. The Committee may amend Schedule A from
time to time by adding additional Participants thereto.
5. DEFERRED COMPENSATION - For each fiscal year of the Corporation during
which this Plan is in effect, the Corporation may contribute to the
Deferred Compensation Account of the Employee an amount, if any, as a
Contribution as the Corporation in its sole discretion may determined.
This provision shall not be construed as requiring the Corporation to
make a Contribution in any specific fiscal year.
Any Participant may elect, in accordance with this Section 4, to defer
annually the receipt of a portion of the compensation payable to him in
the form of abase salary and cash bonuses by the Corporation in any
calendar year, which portion shall be designated by him subject to such
limitations as the Committee may from time to time approve in writing.
Any compensation deferred pursuant to this Section shall be recorded by
the Corporation in a deferred compensation account ("Account")
maintained in the name of the Participant, which Account shall be
credited on each date of payment of compensation in accordance with the
Corporation's normal payroll practice, in an amount equal to
Participant's elected deferral for the year, divided by the total number
of applicable payroll periods for the year. A Participant shall be fully
vested at all times in any compensation deferred by him pursuant to this
Plan.
The Notice by which a Participant elects to defer compensation as
provided in this Agreement shall be in writing, signed by the
Participant, and delivered on an annual basis to the Committee, but not
later than 15 days after the initial effective date of the Plan and
thereafter, prior to December 15 of the calendar year preceding that
year in which the compensation to be deferred is otherwise payable to
the Participant. Such election (and any subsequent election) will
continue until suspended or modified in writing by the Participant to
the Committee, which new election shall only apply to compensation
otherwise payable to the Participant after the end of the calendar year
in which such election is delivered to the Committee. Any deferral
election made by the Participant shall be irrevocable with respect to
any compensation covered by such election, including the compensation
payable in the calendar year in which the election suspending or
modifying the prior election is delivered to the Committee.
372615
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Pension Plan for Salaried Employees [Restated 1992]
Pension Plan for Salaried Employees [Restated 1992] (43K)
Doc #372692: Click preview link for longer preview.
PRUDENTIAL STEEL LIMITED
PENSION PLAN FOR SALARIED EMPLOYEES
(Restated effective January 1, 1992 and including amendments to January 1, 1998)
Certified Correct Copy
Administrator
Prepared by:
SEDGWICK NOBLE LOWNDES
JULY, 1998
FOREWORD
The Prudential Steel Limited Pension Plan for Salaried Employees (the "Plan")
was established by Prudential Steel Limited (the "Company") on January 1, 1974
for the purpose of providing pensions to its salaried employees. The Plan is
amended and restated to incorporate:
(a) amendments to date;
(b) changes required under the Income Tax Act effective January 1, 1992;
TABLE OF CONTENTS
Article Page No.
Definitions ...........................................................1
ELIGIBILITY AND MEMBERSHIP..................................................6
CONTRIBUTIONS .........................................................7
TRANSFER OF EMPLOYEES.......................................................8
RETIREMENT DATES .........................................................9
RETIREMENT PENSION .........................................................10
NORMAL AND OPTIONAL FORMS OF RETIREMENT PENSION.............................12
COMMUTATION OF VESTED PENSION...............................................13
VESTING ................................................................14
DEATH BENEFITS ............................................................15
BENEFITS ON TERMINATION OF EMPLOYMENT.......................................16
MARRIAGE BREAKDOWN .........................................................17
FUNDING AND INVESTMENT......................................................18
ADMINISTRATION .............................................................19
EXPLANATION AND DISCLOSURE..................................................21
AMENDMENT OR TERMINATION OF THE PLAN........................................22
GENERAL
{PAGE}
DEFINITIONS
(continued)
Definitions The following words and phrases, when used in the Plan, shall have
the following meanings unless the context clearly indicates otherwise:
"Act" means Employment Pension Plans Act, of Alberta and regulations thereunder,
both as amended from time to time.
"Actuarial Equivalent" means a pension of an equivalent value where such
equivalent is established using actuarial tables, actuarial assumptions and
methodology as may be selected by the Company on the recommendation of the
Actuary, subject to the requirements of the Act and the Income Tax Act.
"Actuary" means a Fellow of the Canadian Institute of Actuaries (who may be a
Member of a firm of consulting actuaries) appointed by the Company to render
actuarial services under the Plan.
"Administrator" means the person, or persons, appointed under Section 14.01.
"Approved Leave" meansleaves of absence authorized by the Company in writing,
periods of Disability
"Beneficiary" means the person who, subject to the requirements of the Act, has
been legally designated by a Member to receive any death benefits payable under
the Plan. If, at the time when any payment is to be made to a Beneficiary, there
is no Beneficiary living, "Beneficiary" shall mean the estate of the Member.
"Commuted Value" means, in relation to benefits that a person has a present or
future entitlement to receive a lump sum amount which is the actuarial present
value of those benefits computed using rates of interest, the actuarial tables
and other assumptions as may be adopted by the Company on the recommendation of
the Actuary, subject to the Act and the Income Tax Act.
"Company" means Prudential Steel Limited and any affiliated or associated
company which may be designated as a participating employer by the Company and
which has agreed to participate in the Plan. Where a reference in the Plan is
made to any action to be taken, consent, approval or opinion to be given,
"Company" means Prudential Steel Limited, acting through the board of directors
of Prudential Steel Limited or any person authorized by that board of directors
for purposes of the Plan.
"Continuous Service" means continuous employment (i) in the pipe producing
facilities and offices of the Company or (ii) for such periods and with such
corporations or other businesses, being subsidiaries, affiliates or associates
of the Company, as the Company shall designate for such person. Continuous
Service means service rendered in Canada.
Continuous Service includes Approved Leave and Foreign Service. "Credited
Service" means completed years and months of Continuous Service, subject to the
limitations of Regulation 8507 of the Income Tax Act. For a Member who is
employed on a less than full-time basis or for less than a complete Plan Year,
"Credited Service" will be determined for each such Plan Year by pro-rating the
Member's period of Credited Service, as defined hereunder, in accordance with
the ratio of such Member's actual hours worked during such Plan Year to the
hours regularly scheduled to be worked by a full-time Member during such Plan
Year.
"Early Retirement Date" means the date described in Section 5.02.
"Earnings" means the remuneration paid to a Member by the Company or Foreign
Employer in a fiscal year and includes:
regular wages and salaries shift overtime, Sunday and statutory holiday premium;
and statutory holiday allowances.
For Management Members, Earnings for any year shall include 50% of any bonus
paid to such Member in such year under the bonus plan established for Employees
under the management group of the Company. For an Employee who is employed on a
less than full-time basis or for less than a complete Plan Year the Employee's
earnings will be annualized by multiplying the Employee's actual earnings, as
adjusted hereunder, by the ratio of the hours regularly scheduled to be worked
by a full-time Employee in a Plan Year to the Employee's actual hours worked
during that Plan Year. "Effective Date" means January 1, 1974.
"Employee" means any person who is regularly employed by the Company and who is
paid on a salaried basis but does not include any person employed on an
hourly-rated basis. A person shall be deemed to be regularly employed if he is
on the payroll of the Company or is off the payroll of the Company during
periods Approved Leave or Foreign Service.
"Final Average Earnings" means the average of a Member's Earnings during the
five years of Credited Service within the ten year period preceding the Member's
retirement, death or termination of Continuous Service in which the highest
average is attained. If a Member has not completed 5 years of Credited Service,
Final Average Earnings will be based on the average of the Member's earnings
during the Member's years of Credited Service.
"Foreign Employer" means any affiliated or associated company of the Company
which is not designated as a participating employer by the Company and is not
resident in Canada.
"Foreign Service" means continuous employment with a Foreign Employer. A Member
rendering this service must have been or is a resident in Canada. Foreign
Service shall be limited to the first three years of the Member's employment
outside of Canada. If the Member returns to Canada and then again becomes
employed outside of Canada, Foreign Service shall be limited to a further three
year limit as though the Member had not been previously employed outside of
Canada. This renewal of the three year limit applies only if, while in Canada,
the Member renders services for a period of at least 12 months under an
employment contract with the Company. Foreign Service shall be granted on a
current service basis only and only if pension benefits are not provided to the
Member under another arrangement sponsored by the Foreign Employer.
"Former Member" means a person who has ceased to be a Member, but who retains an
entitlement to a Vested Pension under the Plan.
"Fund" means the fund established under the terms of the Plan which provides for
the accumulation of contributions, and for the payment of certain benefits, as
herein provided.
"Funding Agent" means a trust company, insurance company authorized to carry on
a life insurance business in Canada or a group of at least 3 individuals
resident in Canada, at least one of whom is independent of the Company, and
includes any combination thereof appointed by the Company from time to time to
hold, administer and invest the Fund.
"Hourly-Rated Plan" means the Prudential Steel Limited Pension Plan for
Hourly-Rated Employees.
"Income Tax Act" means the Income Tax Act (Canada) and the Regulations
thereunder, as amended or replaced from time to time.
"Management Member" means a Member who is or has at any time during the Member's
employment with the Company been designated by the Company as being in the
management group of the Company.
"Member" means an Employee who has enrolled in the Plan in accordance with
Article 2 and whose Membership has not ceased by reason of termination,
retirement or death.
"Normal Retirement Date" means the date described in Section 5.01.
"Pensioner" means a person who was a Member or Former Member and who has
commenced to receive a pension payable from the Plan.
"Plan" means Prudential Steel Limited Pension Plan for Salaried Employees, as
set out on these and the following pages and as amended from time to time.
"Plan Year" means a calendar year.
"Postponed Retirement Date" means the date described in Section 5.04.
"Prescribed Savings Arrangement" means:a locked-in retirement account; a life
income fund; or any other retirement savings fund that complies with the Act and
registered pursuant to the Income Tax Act.
"Salaried Member" means a Member who is not a Management Member.
"Spouse" means a person of the opposite sex who:
is married to the Member or Former Member and who has not been living separate
and apart from the Member or Former Member; or
has been living with the Member or Former Member for 3 years and held out by the
Member or Former Member in the community in which they live as the Member's or
Former Member's consort.
"Surplus" means the excess of the value of the assets of the Fund over the value
of the liabilities of the Plan as calculated by the Actuary, in accordance with
the Act, at a specific point in time.
"Unreduced Early Retirement Date" means the date described in Section 5.03.
"Vested Pension" means the deferred pension calculated in accordance with
Article 6, to which a Member is entitled in accordance with Article 9 arising
from Credited Service.
"YMPE" means the year's maximum pensionable earnings as defined under the Canada
Pension Plan.
Unless the context clearly requires otherwise, words importing the masculine
shall include the feminine and words importing the singular shall include the
plural and vice versa.
ELIGIBILITY AND MEMBERSHIP
Existing Members
Each Employee who was a Member of the Plan as of December 31, 1991 shall
continue to be a Member. Eligibility for Membership
Each Employee shall become a Member of the Plan on the first day of the month
next following the month in which he has completed twelve months of Continuous
Service and is actively at work. Enrollment in the Plan
To enroll as a Member, an Employee must complete and sign the form, or forms,
prescribed for that purpose by the Company. Re-Employment of Employees
If a former Employee is subsequently re-employed by the Company, such person
shall be treated as a new employee for all purposes of the Plan and shall enroll
in the Plan upon fulfilling the eligibility requirements described in this
Article 2. If a Pensioner is re-employed, the Pensioner's pension payments will
continue and the Pensioner shall not accrue benefits under this Plan for the
period of re-employment. Changes in employers as between the Company and its
subsidiary shall be deemed not to be a termination of employment for the
purposes of the Plan. However, this Section 2.04 shall not be construed as
alienating any previously accrued or granted entitlements.
CONTRIBUTIONS
Member Required Contributions
No contributions are required of Members.
Company Contributions
The Company shall, from time to time, make contributions for deposit to the Plan
of such total amount as, based on the advice of an Actuary, is required to
provide the normal cost of the Members' current accruals in accordance with the
provisions of the Plan, after taking into account the assets of the Fund and all
other relevant factors, and to provide for the proper amortization of any
unfunded liability or experience deficiency with respect to previous accruals,
all pursuant to the requirements of the Act. Company contributions in a year, if
any, shall not exceed amounts permitted as "eligible contributions" as defined
under the Income Tax Act. If at any time while the Plan continues in existence,
the Actuary certifies that there is a Surplus in the Fund, such Surplus, or any
portion of Surplus, may be used by the Company to reduce its contribution
obligations under this Section 3.02, subject to any limitations prescribed under
the Act and the Income Tax Act. Remittance of Contributions
All Company contributions, if any, due in a Plan Year shall be remitted into the
Fund each within 30 days following the end of the quarter in respect of which
that contribution is due.
TRANSFER OF EMPLOYEES
Transfer from the Plan
A Member who transfers to hourly-rated employment shall be enrolled in the
Hourly-Rated Plan as of the date of transfer. Any benefit paid from the
Hourly-Rated Plan shall be calculated based on the Member's Credited Service
from the date of transfer. The Member's Continuous Service while on salaried
status shall be deemed to be Continuous Service for vesting of benefits in the
Hourly-Rated Plan. In no event shall there be any duplication of benefits for a
Member between this Plan and the Hourly-Rated Plan. Notwithstanding the above,
benefits accrued based on Credited Service and Final Average Earnings to the
date of transfer shall not be reduced. Transfer to the Plan
If a Member is transferred from hourly to salaried status for less than 6
months, the Member's accrual of benefits for that period will be under the
Hourly-Rated Plan and not under this Plan.
If a Member is transferred from hourly to salaried status for more than 6 months
but less than 2 years, the Member's benefit accruals under the Hourly-Rated Plan
shall cease during the time in which the Member had a salaried status. All
benefits accrued under the Hourly-Rated Plan, to the date of such transfer shall
remain to the Member's credit until retirement, termination or death, at which
time the appropriate provisions of the Hourly-Rated Plan shall apply. The
Member's benefit accruals during the Member's salaried status will be covered
under the provisions of this Plan.
If a Member is transferred from hourly to salaried status for more than 2 years,
the Member will cease to be a member of the Hourly-Rated Plan. The assets equal
to the going-concern actuarial liability with respect to the benefits for such
member accrued under the Hourly-Rated Plan to the date of transfer, as
determined by the Actuary, will be transferred to the Plan.
RETIREMENT DATES
Normal Retirement Date
The Normal Retirement Date under the Plan shall be the last day of the month
during which the Member attains age 65. On the Normal Retirement date, the
Member shall retire from the service of the Company unless the Company may wish
him to continue in its service and he consents to do so. Early Retirement Date
The Early Retirement Date under the Plan shall be the last day of any month
within 10 years preceding the Normal Retirement Date. Unreduced Early Retirement
Date
The Unreduced Early Retirement Date under the Plan shall be the last day of any
month preceding the Normal Retirement Date and shall be the earlier date after
which the Member:
attains age 55 and completes 30 years of Credited Service; or
attains age 62.
Postponed Retirement Date
If a Member remains in Continuous Service after the Normal Retirement Date, such
Member may elect to postpone retirement until the end of the calendar year in
which the Member attains age 69. The Postponed Retirement Date shall be the last
day of the month in which the Member elects to retire.
RETIREMENT PENSION
Normal Retirement Pension
A Member who retires on the Normal Retirement Date shall receive a monthly
pension equal to the sum of: For Salaried Members 0.70% of the Member's Final
Average Earnings up to the YMPE multiplied by the Member's Credited Service.
plus 1.65% of the Member's Final Average Earnings above the YMPE multiplied by
the Member's Credited Service. For Management Members 0.95% of the Member's
Final Average Earnings up to the YMPE multiplied by the Member's Credited
Service plus 1.90% of the Member's Final Average Earnings above the YMPE
multiplied by the Member's Credited Service. Early Retirement Pension
A Member who retires on an Early Retirement Date in accordance with Section 5.02
shall receive an annual pension determined in accordance with Section 6.01
reduced by 1/2 of 1% for each month that the Early Retirement Date precedes
the Member's Unreduced Early Retirement Date. Bridge Benefit
Member who retires early in accordance with Section 5.02 shall receive a bridge
benefit commencing on the Member's Early Retirement Date. This bridge benefit
shall be equal to: 0.95% of the Member's Final Average Earnings up to the YMPE
multiplied by the Members Credited Service not exceeding 40 years, reduced by
1/2 of 1 % for each completed calendar month by which the Early Retirement Date
precedes the Unreduced Early Retirement Date. This reduction shall not apply if
the Member has attained age 55 and completed 30 years of Credited Service. The
last bridge benefit payment shall be made on the earlier of the first of the
month preceding the Member's Normal Retirement Date or the first of the month
preceding or coinciding with the death of the Member. In no event shall the
bridge benefit exceed the amount of the maximum Canada Pension Plan and Old Age
Security benefits to which the Member would have been entitled had the Member
retired at his Normal Retirement Date, reduced where the Member has not attained
age 60, by 1/4 of 1 per cent for each month between the Member's Early Retire-
ment Date and the date on which the Member would attain age 60 and 10% for each
year that the Member's Continuous Service is less than 10. Ad Hoc Supplements
Supplementary retirement income benefits in recognition of increases in the cost
of living shall be paid to Pensioners in such amounts, at such times, commencing
on such dates, for such periods and subject to such conditions, limitations and
other provisions as are from time to time set out in a schedule or schedules to
the Plan added with the authority of a resolution of the board of directors of
the Company. Any supplementary relevant income benefits shall comply with the
requirements of the Act and the Income tax Act. Maximum Lifetime Retirement
Benefits
Notwithstanding any other provisions of this Plan to the contrary and subject to
Section 6.05(b), the pension payable to a Member under the Plan, including any
pension payable to a Member's Spouse as a result of a marriage breakdown in the
year in which the pension commences to be paid shall not exceed the lesser of
(1) and (2) as follows:
$1,722.22 multiplied by the Member's years of Credited Service, excluding that
portion of the Member's pre-1992 Credited Service in excess of 35 years; and
2% of the Member's highest average compensation (as defined in the Income Tax
Act) in any 3 non-overlapping periods of 12 consecutive months multiplied by the
Member's years of Credited Service excluding that portion of the Member's
pre-1992 Credited Service in excess of 35 years.
The pension payable under Section 6.02 in co-ordination with the benefit payable
under Section 6.03 shall not exceed (1) plus (2) as follows:
the maximum pension described in Section 6.05(a); plus
1/35th of the maximum benefit payable under the Canada Pension Plan (determined
at the Member's retirement date as if the Member had attained age 65) multiplied
by the Member's years of Credited Service not exceeding 35 years.
NORMAL AND OPTIONAL FORMS OF RETIREMENT PENSION
Normal Form
The normal form of pension payable to a Member under the Plan shall consist of
monthly payments, commencing as specified under Section 17.11 and continuing for
the lifetime of the Member with a guarantee of 60 monthly payments in any event.
Mandatory Joint and Survivor Pension
Subject to Section 7.03, for a Member who has a Spouse on retirement, the
mandatory form of pension shall be a joint and survivor annuity that is the
Actuarial Equivalent of the pension described in Section 7.01, payable in equal
monthly amounts in accordance with Section 17.11 and continuing for the lifetime
of the Member, with 60% of the monthly pension continuing to the Spouse on the
Member's death for the Spouse's lifetime.
Waiver of Joint and Survivor
A Spouse may elect not to receive the joint and survivor pension described in
Section 7.02 by executing a written waiver in the manner and form prescribed by
the Act.
Optional Forms of Pension
Subject to Section 7.03, if applicable, a Member may elect prior to retirement
to receive the normal form of pension in an optional form that is the Actuarial
Equivalent. However, the amount of pension payable under the optional form
elected by the Member shall not exceed the amount of pension payable under the
normal form. The Member may elect one of the following optional forms:
Life Annuity - without guarantee
This option provides an annual pension, payable for the lifetime of the Member
in equal monthly amounts.
Life Annuity - guarantee for 10 or 15 years
This option provides an annual pension, payable for the lifetime of the Member
in equal monthly amounts, with a guarantee of 10 or 15 years, as elected by the
Member.
Joint and Survivor Life Annuity
This option provides an annual pension, payable in equal monthly amounts, for
the lifetime of the Member, with 100% of that monthly pension continuing on the
death of the Member to the Member's Spouse.
Commutation of Small Pensions
Notwithstanding any provision in the Plan to the contrary, if at termination or
retirement the amount of a Member's annualized Vested Pension payable from
Normal Retirement Date is not more than 2% of the YMPE or the Commuted Value is
not more than 4% of the YMPE, the Company, in lieu of making periodic pension
payments to the Member, may pay the Commuted Value of such pension, in complete
discharge of all obligations of the Plan, to the Member in a cash lump sum.
VESTING
Vesting
A Member shall become entitled to a Vested Pension upon completing 5 years of
Continuous Service.
Vesting on Normal Retirement Date
A Member who attains the Normal Retirement Date while in the Continuous Service
of the Company shall be fully vested in the pension accrued to the Member's
credit during such period of Continuous Service since the Member's most recent
date of commencement of employment with the Company.
DEATH BENEFITS
Pre-Retirement Death Benefits
Not Vested
If a Member dies before the Member's retirement and the Member is not vested in
accordance with Section 9.01, no death benefit is payable under the Plan.
(a) Vested
No Spouse
If a Member dies before the Member's retirement and the Member is vested in
accordance with Section 9.01 and is not survived by a Spouse, the death benefit
payable to the Beneficiary in a lump sum payment under the Plan is equal to 60%
of the Commuted Value of the Member's accrued pension calculated according to
the formula in Section 6.01.
(1) With Spouse
If a Member dies before the Member's retirement and the Member is vested in
accordance with Section 9.01 and is survived by a Spouse, the death benefit
payable under the plan is equal to the greater of (A) and (B) as follows: 60% of
the Commuted Value of the Member's accrued pension had he terminated his
membership immediately before his death; and
if the Member had at least 10 years of Continuous Service with the Company, the
Commuted Value of the pension equal to 50% of the pension that would have been
paid to the Member as if the Member had retired the day before his death and had
no reduction for early retirement prior to age 65.
Spousal Portability Options
The surviving Spouse may elect to receive the benefit described in Section
372692
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Subscribers | 2000 |
Stock Option Plan
Stock Option Plan (7K)
Doc #372724: Click preview link for longer preview.
AMENDED AND RESTATED
PRUDENTIAL STEEL LTD.
STOCK OPTION PLAN
The Stock Option Plan has been amended and restated to reflect the adoption and
amendment of the Plan by Maverick (as defined below) by certain resolution
contained in a written consent in lieu of meeting dated as of September 22,
2000, in connection with the consummation of the transactions contemplated by
the Combination Agreement by and among the Maverick and Prudential (as defined
below) dated effective as of . . .
372724
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| Subscribers | 2004 |
Executive Cash Bonus Plan
Executive Cash Bonus Plan (19K)
Doc #374454: This document is immediately available for purchase, but does not have a preview available for viewing.
U.S. HOME SYSTEMS, INC. AND SUBSIDIARIES
EXECUTIVE CASH BONUS PLAN
1. Purpose. The purpose of the U.S. Home Systems, Inc. and Subsidiaries Executive Cash Bonus Plan (the Plan) is to recognize the importance of the contributions of certain executive officers and key management (Participants) of U.S. Home Systems, Inc. (USHS) and its major subsidiaries, U.S. Remodelers, Inc. (U.S. Remodelers), USA Deck, Inc. (USA Deck) and First Consumer Credit, Inc. (FCC) (collectively, the Company) to the Companys continued success and to reward such contributions by establishing a plan to award such Participants cash bonuses. Notwithstanding the foregoing, the conditions subject to which any bonuses may become payable to a Participant under the Plan are based upon such considerations as the Compensation Committee of USHSs Board of Directors (the Committee) may deem appropriate including, but not limited to, the Companys general financial condition and results of operations, the Participants individual performance and the impact the Participants individual contributions had upon the over all success of the Company and its major subsidiaries.
2. Administration. The Plan shall be administered by the Committee. No member of the Committee shall be entitled to receive any form of compensation under the Plan. The Committee may delegate to any individual member of the Committee, any employee or employees of the Company, or any independent contractor the authority to act as the Committees agent with respect to any matter within the control of the Committee concerning the Plan, provided such delegation of authority shall be subject to revocation by the Committee.
3. Participants. On or before February 28 of each fiscal year, the Committee, in its sole discretion, may select the executive officers and key management, if any, of USHS and its subsidiaries eligible to receive bonus awards under the Plan for the current or subsequent fiscal years. For the fiscal year 2004, the Participants eligible to receive bonus awards under the Plan are Peter Bulger, President and Chief Executive Officer of U.S. Remodelers, Steven Gross, Vice President of Marketing for U.S. Remodelers, Dan Betts, President and Chief Executive Officer of USA Deck, Jim Borschow, President and Chief Executive Officer of FCC, Murray Gross, Chief Executive Officer of USHS, Robert DeFronzo, Chief Financial Officer of USHS, and Richard Goodner, Vice PresidentLegal Affairs and General Counsel for USHS and such other individuals as may be selected pursuant to the provisions of Sections 6 (B), (C) and (D) below.
4. Amount of Cash Bonus Pool. On or before February 28 of each fiscal year, the Committee, in its sole discretion, shall set the amount of the cash bonus pool available for distribution for the fiscal year to the designated executives and key management of USHS, U.S. Remodelers, USA Deck and FCC. The cash bonus pool available for distribution shall equal a percentage (as determined by the Committee) of the pre-tax profit (prior to bonus pool allocations), for the applicable fiscal year for each of USHS, U.S. Remodelers, USA Deck and FCC or such other amount as determined by the Committee. The pre-tax profit for a fiscal year for each of USHS, U.S. Remodelers, USA Deck and FCC shall be based upon the Companys financial statements for such fiscal year as audited by the Companys independent public accountants. When the Committee identifies the Participants in accordance with Section 3 and allocates the amount of a cash bonus pool available for distribution to a Participant, then the bonus for that fiscal year has been awarded and may not be revoked.
5. Allocation of Cash Bonus Pool. After fiscal year 2004, neither the Company nor the Committee is under any obligation to award bonuses under the Plan to any Participant for any fiscal year, except as may be specifically required by the terms of a Participants employment contract with the Company. Any portion of the cash bonus pools that are not paid in a given fiscal year may be utilized by the Company as working capital. The Committee has established the amount of bonuses to be awarded under the Plan for fiscal year 2004. After fiscal year 2004, the amount of any bonus awarded to a Participant under the Plan shall be established by the Committee in its sole discretion in accordance with Section 4 herein.
6. Cash Bonus Plan for Fiscal Year 2004. Notwithstanding anything herein to the contrary, in no event will a Participant receive an annual bonus in an amount greater than his annual base salary for the fiscal year. For the fiscal year ended December 31, 2004 and unless changed by the Compensation Committee with the approval of the Board of Directors, for any succeeding fiscal year, the following bonus pool allocations and awards to the designated Participants shall be effective:
374454
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US Home & Garden
As referenced in this Executive Cash Bonus Plan:
US Home –
Executive Cash Bonus Program adopted by Board of Directors of US Home Systems
EX-10.50 3 dex1050.htm EXECUTIVE CASH BONUS PROGRAM ADOPTED BY BOARD OF DIRECTORS OF US HOME SYSTEMS
EXHIBIT 10.50
U.S. HOME SYSTEMS, INC. AND
_____________
US HOME –
Executive Cash Bonus Program adopted by Board of Directors of US Home Systems
EX-10.50 3 dex1050.htm EXECUTIVE CASH BONUS PROGRAM ADOPTED BY BOARD OF DIRECTORS OF US HOME SYSTEMS
EXHIBIT 10.50
U.S. HOME SYSTEMS, INC. AND SUBSIDIARIES
EXECUTIVE CASH BONUS PLAN
1. Purpose. The purpose of the U.S. Home Systems, Inc. and Subsidiaries Executive
_____________
U.S. HOME – by Board of Directors of US Home Systems
EX-10.50 3 dex1050.htm EXECUTIVE CASH BONUS PROGRAM ADOPTED BY BOARD OF DIRECTORS OF US HOME SYSTEMS
EXHIBIT 10.50
U.S. HOME SYSTEMS, INC. AND SUBSIDIARIES
EXECUTIVE CASH BONUS PLAN
1. Purpose. The purpose of the U.S. Home Systems, Inc. and Subsidiaries Executive Cash Bonus Plan (the Plan) is to
_____________
U.S. Home – PROGRAM ADOPTED BY BOARD OF DIRECTORS OF US HOME SYSTEMS
EXHIBIT 10.50
U.S. HOME SYSTEMS, INC. AND SUBSIDIARIES
EXECUTIVE CASH BONUS PLAN
1. Purpose. The purpose of the U.S. Home Systems, Inc. and Subsidiaries Executive Cash Bonus Plan (the Plan) is to recognize the importance of the contributions of certain executive officers and key management (Participants) of U.S.
_____________
U.S. Home – U.S. Home Systems, Inc. and Subsidiaries Executive Cash Bonus Plan (the Plan) is to recognize the importance of the contributions of certain executive officers and key management (Participants) of U.S. Home Systems, Inc. (USHS) and its major subsidiaries, U.S. Remodelers, Inc. (U.S. Remodelers), USA Deck, Inc. (USA Deck) and First Consumer Credit, Inc. (FCC) (collectively, the Company) to
_____________
dt 1031252
;
| |
| Preview
Subscribers | 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (164K)
Doc #374508: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
REMODELERS CREDIT CORPORATION,
U.S. HOME SYSTEMS, INC.
and
DECK AMERICA, INC.
and its
SHAREHOLDERS LISTED HEREIN
Dated as of October 16, 2002
TABLE OF CONTENTS
ARTICLE I
Definitions
2
Section 1.1
Defined Terms
2
Section 1.1
Defined . . .
374508
|
US Home & Garden
As referenced in this Agreement and Plan of Merger:
U.S. HOME – Agreement and Plan of Merger
EX-2.15 3 dex215.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.15
AGREEMENT AND PLAN OF MERGER
by and between
REMODELERS CREDIT CORPORATION,
U.S. HOME SYSTEMS, INC.
and
DECK AMERICA, INC.
and its
SHAREHOLDERS LISTED HEREIN
Dated as of October 16, 2002
TABLE OF CONTENTS
ARTICLE I
Definitions
2
Section 1.1
Defined Terms
_____________
U.S. HOME – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Agreement (collectively, the Shareholders), U.S. HOME SYSTEMS, INC., a Delaware corporation (Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (Sub) and a wholly-owned subsidiary of Parent.
WHEREAS, DAI is in the business of providing
_____________
U.S. Home – hereto.
(ooo) Operative Documents shall have the meaning set forth in Section 2.7.
(ppp) Parents and Subs Knowledge means the actual knowledge of Murray H. Gross.
(qqq) Parent means U.S. Home Systems, Inc., a Texas corporation.
(rrr) Parents Common Stock means Parents common stock, $0.001 par value.
(sss) Parents and Subs Liability Limit shall have the meaning set forth
_____________
U.S. Home – Richard M. Tarby, Esq.
If to Sub:
Remodelers Credit Corporation
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
Attention: Murray H. Gross, President
Page 49
If to Parent:
U.S. Home System, Inc.
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
Attention: Murray H. Gross, President
with a copy to
Jackson Walker L.L.P.
901 Main Street,
_____________
U.S. HOME – Address:
10616 Maplecrest Lane
Potomac, Maryland 20854
Page 52
Osmose, Inc.
By:
:
Name:
Its
Address:
980 Ellicott Street
Buffalo, New York 14209
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC., its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC., a
_____________
dt 1031288
;
U.S. Home
As referenced in this Agreement and Plan of Merger:
U.S. HOME SYSTEMS, INC – Agreement and Plan of Merger
EX-2.15 3 dex215.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT 2.15
AGREEMENT AND PLAN OF MERGER
by and between
REMODELERS CREDIT CORPORATION,
U.S. HOME SYSTEMS, INC .
and
DECK AMERICA, INC.
and its
SHAREHOLDERS LISTED HEREIN
Dated as of October 16, 2002
TABLE OF CONTENTS
ARTICLE I
Definitions
2
Section 1.1
Defined Terms
2
Section
_____________
U.S. HOME SYSTEMS, INC – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Agreement (collectively, the Shareholders), U.S. HOME SYSTEMS, INC ., a Delaware corporation (Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (Sub) and a wholly-owned subsidiary of Parent.
WHEREAS, DAI is in the business of providing the fabrication,
_____________
U.S. Home Systems, Inc – hereto.
(ooo) Operative Documents shall have the meaning set forth in Section 2.7.
(ppp) Parents and Subs Knowledge means the actual knowledge of Murray H. Gross.
(qqq) Parent means U.S. Home Systems, Inc ., a Texas corporation.
(rrr) Parents Common Stock means Parents common stock, $0.001 par value.
(sss) Parents and Subs Liability Limit shall have the meaning set forth in Section
_____________
U.S. HOME SYSTEMS, INC – Address:
10616 Maplecrest Lane
Potomac, Maryland 20854
Page 52
Osmose, Inc.
By:
:
Name:
Its
Address:
980 Ellicott Street
Buffalo, New York 14209
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC ., its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC., a Delaware corporation
_____________
U.S. HOME SYSTEMS, INC – a Delaware company
By:
U.S. HOME SYSTEMS, INC., its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC ., a Delaware corporation
By:
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
Page 53
INDEX OF SCHEDULES AND EXHIBITS
SCHEDULES
_____________
dt 1534182
;
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 Jackson Walker
As referenced in this Agreement and Plan of Merger:
Jackson Walker – occur on or before November 30, 2002, or such other date as mutually agreed to by the parties (the Closing Date), and shall take place either at the offices of Jackson Walker , L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202 or through the exchange, via facsimile to be followed by hard copies via national overnight courier (e.g.
_____________
Jackson Walker – President
Page 49
If to Parent:
U.S. Home System, Inc.
750 State Highway 121 Bypass, Suite 170
Lewisville, Texas 75067
Attention: Murray H. Gross, President
with a copy to
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
Attention: Richard B. Goodner
The persons or addresses to which mailings or deliveries shall be made may be
_____________
dt 1041358
|
| Preview
Subscribers | 2003 | |
US Home & Garden
As referenced in this Agreement and Plan of Merger:
U.S. HOME – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Amendment (collectively, the Shareholders), U.S. HOME SYSTEMS, INC., a Delaware corporation (the Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (the Sub) and a wholly-owned subsidiary of Parent.
The parties hereto agree to amend
_____________
U.S. HOME – By:
Name:
Its:
Address:
980 Ellicott Street
Buffalo, New York 14209
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Page 2
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC.,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC.,
a
_____________
U.S. HOME – a Delaware company
By:
U.S. HOME SYSTEMS, INC.,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC.,
a Delaware corporation
By:
Name:
Its:
Murray H. Gross
President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
AMENDMENT NO. 1 TO AGREEMENT AND
_____________
dt 1031289
;
|
U.S. Home
As referenced in this Agreement and Plan of Merger:
U.S. HOME SYSTEMS, INC – Virginia company (DAI), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Amendment (collectively, the Shareholders), U.S. HOME SYSTEMS, INC ., a Delaware corporation (the Parent) and REMODELERS CREDIT CORPORATION, a Delaware corporation (the Sub) and a wholly-owned subsidiary of Parent.
The parties hereto agree to amend the Agreement
_____________
U.S. HOME SYSTEMS, INC – By:
Name:
Its:
Address:
980 Ellicott Street
Buffalo, New York 14209
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Page 2
SUB:
REMODELERS CREDIT CORPORATION,
a Delaware company
By:
U.S. HOME SYSTEMS, INC .,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC.,
a Delaware corporation
_____________
U.S. HOME SYSTEMS, INC – a Delaware company
By:
U.S. HOME SYSTEMS, INC.,
its sole Shareholder
Name: Murray H. Gross
Its: President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
PARENT:
U.S. HOME SYSTEMS, INC .,
a Delaware corporation
By:
Name:
Its:
Murray H. Gross
President
Address:
750 State Highway 121 Bypass
Suite 170
Lewisville, Texas 75067
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF
_____________
dt 1534183
|
| Preview
Subscribers | 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (179K)
Doc #374530: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
HOME CREDIT ACQUISITION INC.,
U.S. HOME SYSTEMS, INC.
and
FIRST CONSUMER CREDIT, LLC,
and its
MEMBERS LISTED HEREIN
Dated as of September 28, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I Definitions ...................................................................... 1
Section 1.1 Defined Terms ........................................................... 1
ARTICLE II The Merger ...................................................................... 7
Section 2.1 The Merger .............................................................. 7
Section 2.2 Filing .................................................................. 8
Section 2.3 Effectiveness of the Merger ............................................. 8
Section 2.4 Merger Consideration .................................................... 8
Section 2.5 Calculation Formula; Termination ........................................ 8
Section 2.6 Asset Sale and Distribution ............................................. 9
Section 2.7 Current Liabilities ..................................................... 9
Section 2.8 Effects of Merger ....................................................... 10
Section 2.9 Closing ................................................................. 10
ARTICLE III Representations and Warranties of Parent and Sub ............................... 10
Section 3.1 Validity and Capitalization ............................................. 10
Section 3.2 Formation of Sub ........................................................ 10
Section 3.3 Corporate Authorization ................................................. 11
Section 3.4 Compliance with Applicable Law .......................................... 11
Section 3.5 Litigation, Actions and Proceedings ..................................... 11
Section 3.6 Non-Contravention ....................................................... 11
Section 3.7 Issuance of Stock ....................................................... 12
Section 3.8 SEC Documents and Filing Requirements ................................... 12
Section 3.9 NASDAQ SmallCap Market Requirements ..................................... 13
ARTICLE IV Representations and Warranties of Company ....................................... 13
Section 4.1 Validity and Capitalization ............................................. 13
Section 4.2 Corporate Records ....................................................... 14
Section 4.3 Corporate Authorization ................................................. 14
Section 4.4 Compliance with Applicable Law .......................................... 14
Section 4.5 Required Licenses and Permits ........................................... 15
Section 4.6 Governmental Notices .................................................... 15
Section 4.7 Non-Contravention ....................................................... 15
Section 4.8 Government Approvals; Required Consents ................................. 15
Section 4.9 Material Contracts ...................................................... 16
Section 4.10 Subsidiaries and Affiliates ............................................. 17
Section 4.11 Actions and Proceedings ................................................. 17
Section 4.12 Tax Matters. ............................................................ 17
Section 4.13 Title to Properties; Encumbrances ....................................... 18
Section 4.14 Intellectual Property ................................................... 19
Section 4.15 Employee Matters ........................................................ 19
Section 4.16 Environmental Matters ................................................... 19
Section 4.17 Labor Matters; Employee Benefit Plans; Employment, Termination and
Severance Agreements .................................................... 20
Section 4.18 Leased Premises ......................................................... 23
Section 4.19 Financial Data .......................................................... 23
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C}
Section 4.20 Ownership of Parent's Common Stock ..................... 24
Section 4.21 Disclosure ............................................. 24
Section 4.22 Brokers ................................................ 24
Section 4.23 Adverse Agreements ..................................... 24
Section 4.24 Insurance .............................................. 25
Section 4.25 Purchase for Investment ................................ 25
Section 4.26 Investor Qualifications ................................ 25
ARTICLE V Covenants ....................................................... 25
Section 5.1 Parent's and Sub's Covenants .......................... 25
Section 5.2 Covenants of the Company and Shareholders .............. 27
Section 5.3 Mutual Covenants ....................................... 29
Section 5.4 "Piggy Back" Registration Rights ....................... 31
ARTICLE VI Conditions to Closing .......................................... 32
Section 6.1 Conditions to Each Party's Obligation .................. 32
Section 6.2 Conditions to Obligation of the Company ................ 33
Section 6.3 Conditions to Obligation of Parent and Sub ............. 33
ARTICLE VII Closing Deliveries ............................................ 34
Section 7.1 Closing Deliveries of the Company ...................... 34
Section 7.2 Closing Deliveries of Parent and Sub ................... 35
ARTICLE VIII Indemnification .............................................. 36
Section 8.1 Survival of Representations, Warranties and Covenants .. 36
Section 8.2 Indemnification ........................................ 36
Section 8.3 Procedures for Indemnification ......................... 38
Section 8.4 Escrow Amount .......................................... 40
Section 8.5 Termination of Indemnification Obligations ............. 41
ARTICLE IX Dispute Resolution ............................................. 41
Section 9.1 Dispute Resolution ..................................... 41
ARTICLE X Miscellaneous ................................................... 43
Section 10.1 Termination ............................................ 43
Section 10.2 Costs, Expenses and Legal Fees ......................... 44
Section 10.3 Notices and Payments ................................... 44
Section 10.4 Third Party Beneficiaries .............................. 45
Section 10.5 Independent Contractors ................................ 45
Section 10.6 Successors and Assigns ................................. 45
Section 10.7 Amendments and Waivers ................................. 45
Section 10.8 Severability of Provisions ............................. 45
Section 10.9 Counterparts; Delivery ................................. 45
Section 10.10 Governing Law .......................................... 46
Section 10.11 Captions ............................................... 46
Section 10.12 Entire Agreement ....................................... 46
Section 10.13 Gender and Number ...................................... 46
Section 10.14 Reference to Agreement ................................. 46
{/TABLE}
-ii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the "Agreement") is dated as of
September 28, 2001 (the "Signing Date") and is entered by and between FIRST
CONSUMER CREDIT, LLC, a Texas limited liability company ("FCC"), all of the
equity owners of FCC as identified on the signature page of this Agreement
(collectively, the "Members"), U.S. HOME SYSTEMS, INC., a Delaware corporation
("Parent") and HOME CREDIT ACQUISITION INC., a Texas corporation ("Sub") and a
wholly-owned Subsidiary of Parent.
WHEREAS, FCC is in the business of originating and selling loans to provide
residential home improvements (the "Business");
WHEREAS, FCC will enter into an agreement with Sub prior to Closing to sell
certain FCC assets to Sub (the "Asset Sale") and will close the Asset Sale prior
to the Closing Date;
WHEREAS, after the Signing Date and upon consummation of the Asset Sale,
FCC shall convert from a Texas limited liability company to a Texas corporation
(the "Company") and the Members of FCC listed herein shall become shareholders
of the Company (the "Shareholders");
WHEREAS, Parent, Sub and the Company intend to effect a merger of Sub with
and into the Company in accordance with this Agreement and the TBCA (the
"Merger"). Upon consummation of the Merger, Sub shall cease to exist and the
Company shall be the surviving corporation (the "Surviving Company") and a
wholly-owned Subsidiary of Parent upon the terms and subject to the conditions
set forth herein;
WHEREAS, the respective boards of directors of each of Parent and Sub and
the managers of FCC have approved and adopted this Agreement, the Operative
Documents and the transactions contemplated hereby upon the terms and subject to
the conditions set forth herein;
WHEREAS, for U.S. federal income tax purposes, it is intended that (a) the
Merger shall qualify as a reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
regulations promulgated thereunder (the "Regulations"), (b) this Agreement
constitutes a plan of reorganization, and (c) Parent, Sub and the Company shall
each be a party to such reorganization within the meaning of Section 368(b) of
the Code; and
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants contained herein, the parties agree as
follows:
ARTICLE I
Definitions
Section 1.1 Defined Terms. As used in this Agreement, the following terms
-------------
shall have the following meanings:
(a) "Adjusted Average Closing Price" shall have the meaning set
------------------------------
forth in Section 2.5(a).
AGREEMENT AND PLAN OF MERGER - Page 1
{PAGE}
(b) "Affiliate" means, with respect to any Person, any other Person
---------
directly or indirectly controlling, controlled by or under common control with
such Person. For purposes of the immediately preceding sentence, term "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise.
(c) "Agreement" means this Agreement, including all schedules and
---------
exhibits hereto, and, if amended, modified or supplemented, as the same may be
so amended, modified or supplemented from time to time.
(d) "Applicable Law" shall have the meaning set forth in Section 2.1
--------------
(b).
(e) "Articles of Merger" shall have the meaning set forth in Section
------------------
2.2.
(f) "Assets" shall have the meaning set forth in Section 2.6.
------
(g) "Asset Sale" shall have the meaning set forth in Preamble to the
----------
Agreement.
(h) "Average Closing Price" shall have the meaning set forth in
---------------------
Section 2.5(a).
(i) "Business" shall have the meaning set forth in the Preamble to
--------
this Agreement.
(j) "Cash Compensation" shall have the meaning set forth in Section
-----------------
4.15(a).
(k) "Cash Consideration" shall have the meaning set forth in Section
------------------
2.4.
(l) "Change in Control" shall have the meaning set forth in Section
-----------------
8.4.
(m) "Closing" shall have the meaning set forth in Section 2.9.
-------
(n) "Closing Date" shall have the meaning set forth in Section 2.9.
------------
(o) "Code" means the Internal Revenue Code of 1986, as amended.
----
(p) "Company" means FCC prior to and upon conversion into a Texas
-------
corporation.
(q) "Company's Balance Sheets" shall have the meaning set forth in
------------------------
Section 4.19(a).
(r) "Company's Financial Statements" shall have the meaning set forth
------------------------------
in Section 4.19(a).
AGREEMENT AND PLAN OF MERGER - Page 2
{PAGE}
(s) "Company's Knowledge" means the actual knowledge of James D.
374530
|
US Home & Garden
As referenced in this Agreement and Plan of Merger:
U.S. HOME – 2.12
{SEQUENCE}3
{FILENAME}dex212.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
{PAGE}
Exhibit 2.12
AGREEMENT AND PLAN OF MERGER
by and between
HOME CREDIT ACQUISITION INC.,
U.S. HOME SYSTEMS, INC.
and
FIRST CONSUMER CREDIT, LLC,
and its
MEMBERS LISTED HEREIN
Dated a |