WASHINGTON UNIVERSITY 457(b) DEFERRED COMPENSATION PLAN

WASHINGTON UNIVERSITY 457(b) DEFERRED COMPENSATION PLAN TABLE OF CONTENTS ARTICLE PAGE Establishment of Plan ........................................
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WASHINGTON UNIVERSITY 457(b) DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS ARTICLE

PAGE

Establishment of Plan ...........................................................................................1 I.

Definitions.............................................................................................................1

II.

Participation in the Plan ........................................................................................3

III.

Deferral of Compensation .....................................................................................4

IV.

Distributions..........................................................................................................5

V.

Forms of Payment .................................................................................................8

VI.

Beneficiary Information ........................................................................................9

VII.

Plan Administration and Accounts .......................................................................9

VIII.

Amendment and Termination of Plan .................................................................12

IX.

Unfunded Plan ....................................................................................................12

X.

Miscellaneous .....................................................................................................13

Washington University 457(b) Deferred Compensation Plan ESTABLISHMENT OF PLAN Washington University established this 457(b) Deferred Compensation Plan effective as of March 1, 2003 and hereby amends and restates it effective as of January 1, 2011. The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management and highly compensated employees covered under the Plan. The Plan is intended to constitute a “top hat” plan under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, and to constitute an eligible deferred compensation plan within the meaning of Section 457 of the Internal Revenue Code of 1986, as amended. As set forth in Articles VII and IX, the University will maintain a deferral account for each Participant to which the University will credit salary deferrals and investment experience. ARTICLE I - DEFINITIONS 1.1

Beneficiary means the individual, trustee, estate or legal entity entitled to receive benefits under this Plan which become payable in the event of the Participant’s death.

1.2

Code means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code includes not only that section but also any comparable section or sections of any future legislation that amends, supplements or supersedes that section.

1.3

Compensation means the total amount of cash remuneration earned by an Employee for personal services rendered to the University for the calendar year. In all cases, Compensation shall include amounts deferred under this Plan and any reductions pursuant to any salary reduction agreement with the University with regard to any plan established under Code Section 403(b), 457(f), 125 or 132(f).

1.4

Determination Date means the date that an Employee is classified as an Eligible Employee due to his or her (i) classification as a Dean or Corporate Officer; (ii) selection by the Chancellor, or his designee; or (iii) selection by the Dean of the Employee’s school.

1.5

Disability means a physical or mental impairment or condition that causes a Participant to commence receiving benefits (a) under the long-term disability plan maintained by the University for its employees or (b) under the long-term disability benefits provisions of Social Security.

1.6

Elective Deferral means the annual amount of Compensation that a Participant elects to defer pursuant to a properly executed Voluntary Salary Deferral Agreement.

1.7

Eligible Deferred Compensation Plan and Eligible Plan mean a plan that constitutes an eligible plan within the meaning of Section 457 of the Code.

1.8

Eligible Employee means an Employee of the University who is: (1) Classified as a Dean or Corporate Officer, as defined by the University’s Bylaws; or (2) An Employee of the Central Fiscal Unit (CFU), considered to be highly compensated within the top 7% of all employees in the CFU and who earns compensation equal to or greater than 100% of the Social Security Wage Base; or (3) An Employee of a School, considered to be highly compensated within the top 7% of all employees in the School and who earns compensation equal to or greater than 100% of the Social Security Wage Base. An Employee shall be an Eligible Employee for a Plan Year only if he or she has elected to make the maximum level of “elective deferrals” permitted under Section 403(b) of the Code. In no event shall the total number of Eligible Employees under this Section 1.8 exceed 7% of all Employees. Employees who are participating in the Plan on December 31, 2005 shall continue to be considered Eligible Employees for so long as they actively participate in the Plan.

1.9

Employee means any person classified as a benefits-eligible employee who performs services for the University to whom compensation is paid on a regular basis through the University payroll system.

1.10

Entry Date means January 1 of the year immediately following execution of the Voluntary Salary Deferral Agreement. For purposes of the initial Plan Year, the Entry Date shall be March 1, 2003.

1.11

Includible Compensation means compensation for services performed for the University that is currently includible in the Employee’s gross income for the employee’s taxable year for Federal income tax purposes (W-2 earnings). Such term does not include any amount excludible from gross income under this Plan or any amount excludible from gross income under Sections 403(b), 457(f), 125 or 132(f) of the Code.

1.12

Investment Options means the investment media selected by the University from time to time for the purpose of determining Participant deferral accounts under the Plan which may include investment media offered by Teachers Insurance and Annuity Association/College Retirement Equities Fund (“TIAA-CREF”) and the Vanguard Group (“Vanguard”).

1.13

Investment Sponsors means the insurance, variable annuity and investment

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companies that provide Investment Options to Participants under this Plan. 1.14

Management or High-Policy Making employees means those employees who are considered to be in the upper echelon of management, and who, by virtue of their positions, have the ability to effect or substantially influence the design and operation of their organizational unit.

1.15

Normal Retirement Age means an age designated by the Participant that is on or after age 65 (or such earlier date as permitted by applicable guidance under the Code) and is not later than age 70-1/2.

1.16

Participant means an Eligible Employee or former Eligible Employee who shall have become a Participant in the Plan in accordance with Article II hereof. Each person who has become a Participant in the Plan shall continue in that capacity until such time as he or she no longer has any interest in accounts under the Plan.

1.17

Plan means the 457(b) Deferred Compensation Plan set forth herein, as amended from time to time.

1.18

Plan Year means the calendar year.

1.19

University means Washington University.

1.20

Voluntary Salary Deferral Agreement means the agreement between a Participant and the University to defer receipt by the Participant of Compensation not yet paid or otherwise made available. Such agreement shall state the Elective Deferral amount to be withheld from a Participant’s Compensation during a Plan Year and shall become effective on the Entry Date immediately following execution of such agreement. Once executed, the Voluntary Salary Deferral Agreement shall be legally binding and irrevocable with regard to amounts deferred while the agreement is in effect. ARTICLE II – PARTICIPATION IN THE PLAN

2.1

Eligibility. Any Employee who is an Eligible Employee as of any Determination Date shall be eligible to participate in the Plan as follows: (a)

Any Employee who is classified as an Eligible Employee as of the Entry Date shall be eligible to participate in the Plan on the Entry Date.

(b)

Any Employee who is not eligible to participate in the Plan as of the Entry Date pursuant to paragraph (a) above, shall be eligible to participate in the Plan upon classification as an Eligible Employee.

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2.2

Enrollment In Plan. To participate in the Plan, each Eligible Employee shall complete the applicable forms, including a Voluntary Salary Deferral Agreement, and submit them to the University or its designee. Enrollment shall be effective as of the following Entry Date, provided the enrollment forms are properly completed by the Employee and accepted by the University or its designee at least thirty days prior to that Entry Date. Enrollment must be completed in writing on forms provided by the University or its designee or electronically on the Internet. An Eligible Employee shall complete a Voluntary Salary Deferral Agreement in which he or she agrees to defer a minimum of $100 per month for each calendar year in which he or she wishes to participate in the Plan.

2.3

Participation. Any Employee who becomes eligible for and enrolls in the Plan may continue to participate in the Plan for the remainder of the Plan Year without regard to any reduction in salary during the Plan Year to an amount below the level otherwise required to participate. ARTICLE III – DEFERRAL OF COMPENSATION

3.1

Elective Deferrals. An Eligible Employee may elect to make Elective Deferrals to the Plan pursuant to a Voluntary Salary Deferral Agreement with the University. Any such Elective Deferrals shall be a fixed dollar amount and may be made up to the maximum amount permitted by law.

3.2

Modifications to Amount Deferred. A Participant may elect to change his or her Elective Deferral rate with respect to future Compensation for that Plan Year by submitting a new properly executed Voluntary Salary Deferral Agreement to the University or its designee. Such change shall take effect as soon as administratively practical but not earlier than the first pay period commencing with or during the first month following receipt by the University or its designee of such Voluntary Salary Deferral Agreement.

3.3

Suspension or Termination of Deferral. A Participant may suspend terminate his or her election to have Compensation deferred by so notifying the University by submitting the appropriate administrative form established for such purpose. Such suspension or termination shall take effect as soon as administratively practicable but not earlier than the first day of the month following receipt by the University of satisfactory written notice of such termination. Once suspended or terminated, an Eligible Employee may make a new election with respect to the same Plan Year, provided the new Voluntary Salary Deferral Agreement is accepted prior to the new date of enrollment.

3.4

Maximum Deferral. (a)

Primary Limitation. The maximum amount that may be deferred under the Plan pursuant to Section 3.1 hereof on behalf of any Participant shall not exceed the lesser of: (1) the applicable dollar amount, as set forth in

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Code Section 457(e)(15) or (2) 100% of the Participant’s Includible Compensation for the Participant’s taxable year. (b)

General Catch-Up Limitation. For one or more of the last three taxable years ending before a Participant’s attainment of Normal Retirement Age, the maximum amount that may be contributed to the Plan pursuant to Section 3.1 hereof on behalf of the Participant shall be the lesser of X or Y. X shall be twice the applicable dollar amount in effect under Code Section 457(b)(2)(A) for such year. Y shall be the sum of: (i) the primary limitation amount determined under Section 3.4(a) above for the year, and (ii) that portion of the primary limitation amount determined under Section 3.4(a) above not utilized by the Participant in prior taxable years in which the Participant was eligible to participate in the Plan. The general catch-up limitation is available to a Participant during one threeyear period only. If the Participant uses the general catch-up limitation and then postpones retirement or returns to work after retirement, the general catch-up limitation shall not be available again.

(c)

Coordination With Other Plans. If a Participant participates in more than one Code Section 457(b) plan, the maximum deferral under all such plans in the aggregate shall not exceed the applicable dollar amount described in Section 3.4(a) above (subject to modification by the catch-up limitation described in Section 3.4(b) above).

(d)

To the extent that any amount deferred hereunder for any taxable year exceeds the limitations of this Section 3.4, such excess shall be deemed to be a taxable contribution under a plan described in Code Section 457(f). Such excess shall, to the extent required, be deemed attributable to contributions made pursuant to a Voluntary Salary Deferral Agreement under Section 3.1 hereof.

3.5

Vesting. A Participant shall be fully vested at all times in his or her accrued benefit under this Plan. Such accrued benefit shall be non-forfeitable at all times.

3.6

Transfer of Funds from Another Plan. Transfers into this Plan from another plan shall not be accepted. ARTICLE IV – DISTRIBUTIONS

4.1

Eligibility for Payment. Distribution of benefits from the Plan shall be made no earlier than (i) Severance from Employment, (ii) the calendar year in which the Participant attains age 70-1/2 or (iii) in the event of an approved financial hardship due to an Unforeseeable Emergency, as defined below. (a)

“Severance from Employment” means the termination of a Participant’s employment with the University for any reason including the Participant’s

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death, Disability or retirement. (b)

“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but in any case, payment may not be made to the extent that such hardship is or may be relieved: (1)

Through reimbursement or compensation by insurance or otherwise;

(2)

By liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship; or

(3)

By cessation of deferrals under the Plan.

The need to send a Participant’s child to college or the desire to purchase a home shall not be considered to be an Unforeseeable Emergency. 4.2

Distribution Due to Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency by submitting the appropriate administrative form established for such purpose, which form may be obtained from the applicable Investment Sponsor, to the University or its designee. Such form shall be accompanied by written evidence to demonstrate that the circumstances being experienced qualify as an Unforeseeable Emergency. The University or its designee shall have the authority to require such evidence as it deems necessary to determine if a distribution shall be warranted. If an application for a distribution due to an Unforeseeable Emergency is approved, the distribution shall be limited to an amount sufficient to meet the Unforeseeable Emergency.

4.3

Commencement of Distributions. (a)

A Participant may commence distribution of benefits at any time following 60 days after Severance from Employment. Distribution of benefits shall commence on the date selected by the Participant during the 60 day period following Severance from Employment, unless the Participant subsequently makes a one-time additional written election in accordance with Code Section 457(e)(9)(B) to defer commencement of benefits to a specified later date. In the event a Participant fails to make an election during the 60-day period following Severance from Employment, the Participant shall receive a lump sum distribution within

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the period beginning 75 days and ending 120 days following Severance from Employment. (b)

4.4

4.5

Notwithstanding the provisions of Section 4.3(a) above, in no event shall distribution of benefits commence with respect to any Participant later than the April 1st of the calendar year following the calendar year in which the Participant attains age 70-1/2, or if later, the April 1st of the calendar year following the calendar year in which the Participant incurs a Severance from Employment.

Distribution Requirements. (a)

General Rule. This Section 4.4 is intended to comply with Code Section 457(d) and the regulations issued thereunder. To the extent that there is any conflict between the provisions of Code Section 457(d) and the regulations issued thereunder and any other provision in this Plan, the provisions of Code Section 457(d) and the regulations issued thereunder will control.

(b)

Limits on Income Options. Distributions, if not made in a single lump sum, may not be made over a period that (subject to the restrictions contained in Article V) exceeds: (1)

the life or life expectancy of the Participant; or

(2)

the lives or joint life expectancies of the Participant and his or her designated Beneficiary.

(c)

Minimum Amounts to be Distributed. If a Participant’s retirement payments are to be distributed in a form other than a single lump sum, the amount to be distributed each year, and the times those amounts are paid, shall satisfy the requirements specified in Section 401(a)(9) of the Code and the regulations issued thereunder.

(d)

Death Distribution Provisions. If a Participant dies after distribution of his or her interest has commenced but before it has been completed, or if a Participant dies before distribution of his or her interest has commenced, distribution of the Participant’s remaining interest shall be completed in a manner that satisfies the requirements specified in Section 401(a)(9) of the Code and the regulations issued thereunder.

Plan-to-Plan Transfers. Notwithstanding any provision of the Plan to the contrary, to the extent permitted by law, all or any part of the account balance of a Participant in the Plan who has incurred a Severance from Employment shall be transferred to another eligible deferred compensation plan in which the former Participant has become a participant, if: (i) the plan receiving such amounts

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provides for acceptance of such transfers and (ii) the Participant gives written direction to the University or its designee in a satisfactory form to make such transfer. ARTICLE V – FORMS OF PAYMENT 5.1

Election. Subject to the rules of the Investment Sponsors and Investment Options, a Participant or Beneficiary may elect the form of distribution of his or her benefits and may revoke that election, with or without a new election, at any time at least thirty days before his or her benefits begin, or such other time as permitted by the University or its designee, by submitting the appropriate administrative form established for such purpose, which form may be obtained from the applicable Investment Sponsor, to the University or its designee. All distributions of benefits paid pursuant to the terms of this Plan shall be made directly by the University to the Participant.

5.2

Forms of Payment. The forms of benefit payment shall include: (a)

Lump Sum. A single lump sum payment of the entire balance credited to a Participant’s deferral account.

(b)

Fixed Period Payments. Payments for a fixed period of not less than one year and not more than fifteen years.

(c)

Lifetime Annuity. Payments for the Participant’s lifetime.

(d)

Fixed Period Annuity. Fixed payments over a fixed period of time selected by the Participant.

(e)

Minimum Distributions. Distributions over a period that does not exceed the life or life expectancy of the Participant or the lives or joint life expectancies of the Participant and his or her designated Beneficiary in accordance with Section 401(a)(9).

(f)

Partial Lump Sum with Annuity. A single lump sum of a specific dollar amount selected by the Participant with the balance distributed in an annuity form selected by the Participant.

All forms of payments shall be subject to the limitations of the applicable Investment Sponsor. 5.3

Failure to Make Election. If a Participant or Beneficiary fails to elect a form of payment in a timely manner, benefits shall be paid in a lump sum. ARTICLE VI – BENEFICIARY INFORMATION

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6.1

Designation. A Participant shall have the right to designate a Beneficiary, and amend or revoke such designation, at any time prior to commencement of benefits, by submitting the appropriate administrative form established for such purpose to the University or its designee. Such designation, amendment or revocation shall be effective upon satisfactory receipt by the University or its designee.

6.2

Failure to Designate a Beneficiary. Benefits that are payable following a Participant’s death prior to commencement of benefits under the Plan shall be paid to the Participant’s estate in the event that: (i) the Participant has not designated a Beneficiary in a form acceptable to the University, or (ii) no designated Beneficiary survives the Participant. ARTICLE VII – PLAN ADMINISTRATION AND ACCOUNTS

7.1

Plan Administration. The University shall be the Plan Administrator. The Plan Administrator shall have sole discretionary responsibility for the interpretation of the Plan, enrolling Participants in the Plan, directing investments of deferrals made pursuant to the Plan, and for performing other duties required for the operation of the Plan. Any action taken on any matter within the discretion of the Plan Administrator shall be made in its sole and absolute discretion based on this Plan document and shall be final, conclusive and binding on all parties. In order to discharge its duties hereunder, the Plan Administrator shall have the power and authority to delegate ministerial duties and to employ such outside professionals as may be required for prudent administration of the Plan. The Plan Administrator also shall have authority to enter into agreements necessary to implement this Plan.

7.2

Indemnification. In addition to whatever rights of indemnification any person (other than the Investment Sponsors) to whom any power, authority or responsibility of the University is delegated pursuant to Section 7.1 may be entitled under the articles of incorporation, regulations or by-laws of the University, under any provision of law or under any other agreement, the University shall satisfy any liability actually and reasonably incurred by such person (including expenses, attorneys’ fees, judgments, fines and amounts paid in settlement) in connection with any threatened, pending or completed action, suit or proceeding which is related to the exercise or failure to exercise by such person any of the powers, authority, responsibilities or discretion of the University as provided under the Plan or reasonably believed by such person to be provided thereunder, or any action taken by such person in connection with it.

7.3

Accounts and Expenses. The University shall provide for the establishment and maintenance a deferral account (which may be a book entry account) on behalf of each Participant. Each such deferral account shall reflect the aggregate Elective Deferrals made on behalf of the Participant and the investment experience attributable to each such deferral account as described in Section 7.4 below. The deferral account also shall reflect any reductions due to expense charges applied

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to, and distributions made from, each such account. 7.4

Investment Experience. Amounts credited to a Participant’s deferral account shall reflect the investment experience of the Investment Options selected under the Plan. The University authorizes each Participant to select the Investment Options under the Plan that will be used to measure the investment experience of such Participant’s deferral account. The initial allocation request shall be made at the time of enrollment in the Plan. Once made, an investment allocation request shall remain in effect for all amounts allocated to the Participant’s deferral account until changed by the Participant, or the University, as the case may be. A Participant may change his or her investment allocation request by following the procedures established by the University. The foregoing notwithstanding, the Participant’s choice of Investment Sponsor may not be changed after the close of the 60-day period following his or her Severance from Employment. The University retains the right to allocate amounts hereunder without regard to a Participant’s request. The University or its designee shall apply investment experience to each Participant’s deferral account as of the last business day of each calendar quarter or such other dates selected by the University or its designee, in its sole and absolute discretion.

7.5

Claims and Appeals Procedures. (a)

Claims Procedures. In the event a Participant’s or his or her Beneficiary’s application for benefits is denied in whole or in part, the Participant, Beneficiary, or in either case, his or her authorized representative (the “Claimant”) may file a claim for benefits under the procedures set forth below: (1)

Within 90 days following receipt by the Plan Administrator of a claim for benefits and all necessary documents and information, the Plan Administrator shall furnish the Claimant with written or electronic notice of the decision rendered with respect to such claim. Should special circumstances require an extension of time for processing the claim, a written or electronic notice of the extension shall be furnished to the Claimant prior to the expiration of the initial 90-day period. The notice shall indicate the special circumstances requiring an extension of time and the date by which a final decision is expected to be rendered. In no event shall the period of the extension exceed 90 days from the end of the initial 90-day period.

(2)

In the case of a denial of a claim, the written or electronic notice of such denial shall set forth (i) the specific reasons for the denial, (ii) references to the Plan provisions upon which the denial is based, (iii) a description of any additional information or material necessary for perfection of the claim (together with an explanation

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why such material or information is necessary), (iv) an explanation of the Plan’s appeals procedures, and (v) a statement of the Claimant’s right to bring a civil action under Section 502(a) of Employee Retirement Income Security Act of 1974 (ERISA) if his or her claim is denied upon appeal. (3)

(b)

In the case of a denial of a claim, a Claimant who wishes to appeal the decision shall follow the administrative procedures for an appeal as set forth in Section 7.5(b) below.

Appeals Procedures. In the event a Claimant’s claim for benefits is denied in whole or in part under Section 7.5(a) above, the Claimant may file an appeal under the procedures set forth below: (1)

In order to appeal a decision rendered with respect to his or her claim for benefits, a Claimant must file such appeal with the Plan Administrator in writing within 60 days after the date of notice of the decision with respect to the claim, or if the claim has neither been approved nor denied within the period provided in Section 7.5(a) above, then the appeal must be made within 150 days of the date the claim for benefits was filed with the Plan Administrator.

(2)

The Claimant may request that his or her appeal be given a full and fair review by the Plan Administrator taking into account all claim related comments, documents, records and other information submitted by the Claimant without regard to whether such information was submitted or considered under the initial determination. The Claimant may submit written comments, documents, records and other information relating to his or her claim. The Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relating to his or her claim for benefits.

(3)

Within 60 days following receipt by the Plan Administrator of an appeal and all necessary documents and information, the Plan Administrator shall furnish the Claimant with written or electronic notice of the decision rendered with respect to such appeal. Should special circumstances require an extension of time for processing, written or electronic notice of the extension shall be furnished to the Claimant prior to the expiration of the initial 60day period. The notice shall indicate the special circumstances requiring an extension of time and the date by which a final decision is expected to be rendered. In no event shall the period of the extension exceed 60 days from the end of the initial 60-day period.

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(4)

In the case of a denial of an appeal, the written or electronic notice of such denial shall set forth (i) the specific reasons for the denial, (ii) references to the Plan provisions upon which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relating to his or her claim for benefits, and (iv) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

ARTICLE VIII – AMENDMENT AND TERMINATION OF PLAN 8.1

Amendment of Plan. The University reserves the right to amend or otherwise modify the Plan at any time and from time to time, in such manner and to such extent as it may deem advisable, by action of the Compensation Committee of the Board of Trustees. The Compensation Committee of the Board of Trustees may delegate in writing to the Chancellor and/or the Executive Vice Chancellor and General Counsel of the University the authority to adopt on behalf of the University (a) administrative amendments to the Plan that do not substantially increase the cost of administering the Plan and (b) other amendments to the Plan that are required to comply with the Code. No amendment shall increase the duties or responsibilities of any Investment Sponsor without its prior consent thereto in writing.

8.2

Termination of Plan. While it is expected that this Plan will continue indefinitely, the University reserves the right to terminate the Plan at any time by action of the Compensation Committee of the Board of Trustees. In the event of a termination of the Plan, the University shall notify Participants of the termination. ARTICLE IX – UNFUNDED PLAN

9.1

Unfunded Status. This Plan is intended to constitute an unfunded plan of deferred compensation. Any amount due and payable pursuant to the terms of the Plan shall be paid out of the general assets of the University and shall be subject to the claims of creditors of the University. Participants and Beneficiaries shall not have any interest in any specific asset of the University as a result of participation in this Plan. The University shall have no obligation to set aside any funds for the purpose of making any benefit payments under this Plan. Nothing contained herein shall give any Participant or Beneficiary any rights that are greater than those of an unsecured creditor of the University with respect to any claim for benefits under this Plan. No action taken pursuant to the terms of this Plan shall be construed to create a funded arrangement, plan asset or fiduciary relationship between the University, its designee or any Investment Sponsor and a Participant or Beneficiary. ARTICLE X – MISCELLANEOUS

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10.1

Plan Non-Contractual. Nothing contained in this Plan shall be construed as a commitment or agreement on the part of any person to continue his or her employment with the University, and nothing contained in this Plan shall be construed as a commitment or agreement on the part of the University to continue the employment or rate of compensation of any person for any period, and all Employees of the University shall remain subject to discharge to the same extent as if the Plan had never been put into effect.

10.2

Claims of Other Persons. In no event shall the provisions of this Plan be construed as giving any Participant or any other person, firm or corporation any legal or equitable right as against the University, its officers, employees or directors, except such rights as are specifically provided for in this Plan or created in accordance with the terms and provisions of this Plan.

10.3

Assignments. No benefit or interest available hereunder shall be subject to assignment or alienation, either voluntarily or involuntarily, other than as provided under Section 401(a)(13) of the Code. The preceding sentence shall also apply to the creation, assignment or recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order, unless such order is determined to be a qualified domestic relations order as defined in Section 414(p) of the Code.

10.4

Pronouns. Whenever used herein, the masculine pronoun shall be deemed to include the feminine. The singular form, whenever used herein, shall mean or include the plural form where applicable, and vice versa.

10.5

Representations. The University does not represent or guarantee that any particular Federal or State income, payroll, personal property or other tax consequence will result from participation in this Plan. A Participant should consult with professional tax advisors to determine the tax consequences of his or her participation. Furthermore, the University does not represent or guarantee investment returns with respect to any Investment Options and shall not be required to restore any loss that may result from such investment or lack of investment.

10.6

Severability. If a court of competent jurisdiction holds any provision of this Plan to be invalid or unenforceable, the remaining provisions of the Plan shall continue to be fully effective.

10.7

Applicable Law. This Plan shall be construed in accordance with applicable Federal law and, to the extent otherwise applicable, the laws of the State of Missouri.

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IN WITNESS WHEREOF, this Amendment and Restatement is hereby adopted and approved effective as of January 1, 2011.

By: Name: Michael R. Cannon Title: Executive Vice Chancellor and General Counsel

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