ALL » Topics » Treatment of Deferred Amounts

This excerpt taken from the ALL 8-K filed Sep 19, 2008.
Treatment of Deferred Amounts.

 

The Company shall establish on its books the necessary accounts (individually an “Account” and collectively “Accounts”) to accurately reflect the Company’s liability to each Participant.  Separate Accounts shall be established with respect to Grandfathered Amounts and Non-Grandfathered Amounts.  With respect to Non-Grandfathered Accounts, a separate Account shall be established within each such Account for each different Distribution Date and/or form of payment elected by a Participant.  Each Account shall be credited or debited, as applicable, to reflect Deferred Amounts, Dividend Equivalents, interest, returns, and distributions.  Within each Account, the Company may establish investment sub-accounts (the “Sub-Accounts”) to accurately reflect, within each Account, the Company’s liability to the Participant based on the Participant’s election to have amounts within the Account deemed invested in one or more of the following investment options:

 

A.                                   Sub-Account #1 - Interest-Bearing Sub-Account.  Compensation deferred into an Interest-Bearing Sub-Account shall be credited to the Sub-Account on the same date when it would otherwise be payable to the Participant.  Deferred Amounts carried in this Sub-Account shall earn interest from the date of credit to the date of payment.  On the last day of each calendar month, interest at a rate equal to one-twelfth of the per annum interest rate as reported for Dealer Commercial Paper - 90 day in The Wall Street Journal for the first business day of such month shall be

 

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credited to the amounts previously accrued in the Sub-Account for the period from and including the first day of such month to and including the last day of such month.

 

B.                                     Sub-Account #2 - Common Share Unit Sub-Account.  Compensation deferred into a Common Share Unit Sub-Account shall be credited to the Sub-Account on the same date when it would otherwise by payable to the Participant.  Such Deferred Amounts shall be converted into a number of Common Share Units on the date credited to the Sub-Account by dividing the Deferred Amount by the Fair Market Value on such date.  If Common Share Units exist in a Participant’s Sub-Account on a dividend record date for the Company’s common shares, Dividend Equivalents shall be credited to the Participant’s Sub-Account on the related dividend payment date, and shall be converted on such date into the number of Common Share Units which could be purchased with the amount of Dividend Equivalents so credited.

 

In the event of any change in the Company’s common shares outstanding, by reason of any stock split or dividend, recapitalization, merger, consolidation, combination or exchange of stock or similar corporate change, the Secretary shall make such equitable adjustments, if any, by reason of any such change, deemed appropriate in the number of Common Share Units credited to each Participant’s Sub-Account.  No Common Stock shall be issued or issuable at any time in connection with any Common Share Unit Sub-Account.

 

C.                                     Sub-Account #3 - S&P 500 Index Sub-Account.  Compensation deferred into the S&P 500 Index Sub-Account shall be credited to the Sub-Account on the same date when it would otherwise by payable to the Participant.  On the last day in each calendar month the amounts in the Participant’s Sub-Account shall be adjusted by a percentage factor based on the total return (including dividends) of the S&P 500 Index from the date the amounts were credited to the Sub-Account for amounts credited during such month or from the last day of the preceding month for amounts in the Sub-Account on such day.  Similar adjustments shall also be made on any date the Sub-Account is debited by reason of any transfer of an amount to another Sub-Account or distribution to the Participant.  In the event that the S&P 500 Index is not published for any date referred to above, the S&P 500 Index for the closest day preceding such date for which such Index is published shall be used.

 

D.                                    Sub-Account #4 - Money Market Sub-Account.  Compensation deferred into a Money Market Sub-Account shall be credited to the Sub-Account on the same date when it would otherwise be payable to the Participant.  Deferred Amounts credited to the Sub-Account shall earn additional amounts which will be credited to the Sub-Account on the last day of each calendar month based upon the average yield on the Morgan Stanley Liquid Asset Fund, Inc. for such month, pro rata for

 

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the portion of such month when such Deferred Amounts were carried in the Sub-Account.

 

E.                                     Transfers Between Accounts.  Transfers between Sub-Accounts within an Account may be made at any time requested by the Participant upon application to the Secretary.

 

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