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Title: |
Deferred Compensation Plan |
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Entities: |
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Date: |
2006 |
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Size: |
39KB total |
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Price: |
$39 |
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ID: |
#2556584 |
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Start of Preview |
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PATHMARK STORES, INC.
DEFERRED COMPENSATION PLAN
Effective August 29, 2005
TABLE OF CONTENTS
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Page |
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1 |
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ARTICLE 1 |
1 |
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ARTICLE 2 |
3 |
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Participation in the Plan |
3 |
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Enrollment Requirements |
3 |
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Subsequent Deferral Election |
3 |
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Cancellation of Deferral Election Upon 401(K) Hardship Distribution |
3 |
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ARTICLE 3 |
3 |
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Crediting of Deferred Amounts |
3 |
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FICA and Other Taxes |
3 |
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Crediting of Earnings |
3 |
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ARTICLE 4 |
3 |
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ARTICLE 5 |
3 |
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Withdrawal Payout for Unforeseeable Financial Emergency |
3 |
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Payment at Fixed Dates |
3 |
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Payment Upon Termination of Employment |
3 |
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Payment Upon Death or Disability |
3 |
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Payment Upon Change in Control |
3 |
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ARTICLE 6 |
3 |
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Beneficiary |
3 |
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Beneficiary Designation; Change |
3 |
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No Beneficiary Designation |
3 |
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Doubt As To Beneficiary |
3 |
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ARTICLE 7 |
3 |
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ARTICLE 8 |
3 |
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Committee Duties |
3 |
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Agents |
3 |
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Indemnification of Committee |
3 |
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ARTICLE 9 |
3 |
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Coordination with Other Benefits |
3 |
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ARTICLE 10 |
3 |
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Presentation of Claim |
3 |
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Notification of Decision |
3 |
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Review of a Denied Claim |
3 |
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Decision on Review |
3 |
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Legal Action |
3 |
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i |
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ARTICLE 11 |
3 |
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Unsecured General Creditor |
3 |
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Companys Liability |
3 |
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Nonassignability |
3 |
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Furnishing Information |
3 |
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Terms |
3 |
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Captions |
3 |
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Governing Law |
3 |
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Notice |
3 |
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Successors |
3 |
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Spouses Interest |
3 |
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Validity; No Waiver |
3 |
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Incompetent |
3 |
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Distribution in the Event of Taxation |
3 |
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Taxes and Withholding |
3 |
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ii |
PATHMARK STORES, INC.
DEFERRED COMPENSATION PLAN
Effective August 29, 2005
PURPOSE
The purpose of this Plan is to provide deferred compensation benefits to a select group of management and highly compensated employees of Pathmark Stores, Inc., a Delaware corporation (the Company). This Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of ERISA and the Code.
ARTICLE 1
DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following meanings:
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1.1 |
Account of a Participant shall mean such Participants Salary Deferral Account, Bonus Deferral Account or Company Contribution Account. Each Salary Deferral Account, Bonus Deferral Account and Company Contribution Account of a Participant shall have a separate subaccount for each calendar or fiscal year (as applicable) initially consisting of amounts credited to such Participant under Section 3.1(a), 3.1(b) and 3.1(c), respectively, for such year. Each Account shall be a bookkeeping entry only and shall be utilized solely for the measurement and determination of the amounts to be paid to the Participant or his or her Beneficiary pursuant to this Plan. |
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1.2 |
Annual Bonus shall mean a Participants annual incentive compensation award under the Pathmark Stores, Inc. Executive Incentive Plan or successor thereto. |
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1.3 |
Beneficiary shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 6, that are entitled to receive benefits under this Plan upon the death of a Participant. |
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1.4 |
Beneficiary Designation Form shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries. |
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1.5 |
Board shall mean the board of directors of the Company. |
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1.6 |
Bonus Deferral Account of a Participant shall mean (i) the sum of all of the deferrals of Annual Bonus credited to such Participant under Section 3.1(b), plus (ii) such additional amounts as are debited or credited to such Account in accordance with Section 3.3, less |
(iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to such Account.
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1.7 |
Change in Control shall mean |
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(i) |
the individuals who, as of the effective date of the Plan, constitute the Board, and subsequently elected members of the Board whose election is approved or recommended by at least a majority of the members of the Board as of such effective date or their successors whose election was so approved or recommended (other than any subsequently elected members whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any Person (as defined below) other than the Board), cease for any reason to constitute at least a majority of the Board; |
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(ii) |
the acquisition of beneficial ownership, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), of 35% or more of the Companys common stock then outstanding, by any person, entity or group (a Person), within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than (A) the Company or any of its subsidiaries, (B) an employee benefit plan of the Company or trustee or other fiduciary holding securities under an employee benefit plan of the Company or person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity owned, directly or indirectly, by the Companys stockholders in substantially the same proportions as their ownership of Common Stock or (E) Yucaipa Companies, LLC (Yucaipa); provided, however, that a reverse subsidiary merger or similar transaction shall not be a Change in Control under this Section 1.7(ii) if it would not otherwise be a Change in Control under Section 1.7(iii) below; or |
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(iii) |
the consummation in one or a series of transactions, or the approval of the Companys stockholders in the case of clause (A), of either (A) a plan of complete liquidation or dissolution of the Company or (B) a merger, amalgamation or consolidation of the Company with any Person, the issuance of voting securities of the Company or any subsidiary in connection with a merger, consolidation or recapitalization of the Company or a subsidiary, the sale or other disposition of all or substantially all of the assets of the Company to any Person or the acquisition of assets of any Person or other business combination or transaction (each, a Business Combination), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock outstanding immediately |
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2 |
prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of the Companys common stock and 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the assets of the Company and its subsidiaries either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Companys common stock.
Notwithstanding the foregoing, in no event shall a Change in Control result from (I) any increase in Yucaipas beneficial ownership of equity of the Company or (II) the acquisition by Yucaipa of all or substantially all of the business or assets of the Company.
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1.8 |
Claimant shall have the meaning set forth in Section 10.1. |
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1.9 |
Code shall mean the Internal Revenue Code of 1986, as amended from time to time. |
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1.10 |
Committee shall mean the compensation committee of the Board or such other committee as the Board appoints to administer the Plan. |
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