Robert D. Booth and Janice Booth, et al. - Page 18

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          in the same occupation or profession", and a discharge for                  
          "cause" occurred when the discharge resulted from "a proven                 
          dishonest or criminal act committed in the course of the                    
          Employee's employment with the Employer".  The same agreement               
          defined:  (1) The stated age as the "Forfeiture Age", which was             
          defined as "an age which is three years prior to a Covered                  
          Employee's Normal Retirement Date", (2) the "Normal Retirement              
          Date" as a date set forth by the employer in the Adoption                   
          Agreement, and (3) a "Termination of Employment" as "the earliest           
          of the date on which an Employee become [sic] Totally Disabled,             
          resigns or is discharged without Cause."  The Normal Retirement             
          Age generally was set forth by the employers as (1) the later of            
          age 65 or completion of 10 years of participation in the Prime              
          Plan, or (2) if the participating employer had a qualified plan,            
          the definition given that term under the qualified plan.  DWB's             
          that were forfeited due to death or the attainment of the                   
          Forfeiture Age were segregated into the Suspense Account to be              
          used to increase that employer's Covered Employees' DWB's or                
          death benefits, to provide new welfare benefits, to provide                 
          benefits for replacement employees, or to distribute to the                 
          Covered Employees if and when the employer withdrew from the                
          Prime Plan.                                                                 
               Contributions made to fund DWB's were invested in flexible             
          premium adjustable life policies (universal life policies) or, in           
          the case of a Covered Employee who was determined to be                     




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