This excerpt taken from the ZZ 10-K filed Jan 15, 2009.



10.1                           Appointment of Plan Administrator.  The Board of Directors of the Company shall appoint the Plan Administrator which shall be any person(s), corporation or partnership, (including the Company itself) as said Board of Directors shall deem desirable in its sole discretion.  The Plan Administrator may be removed or resign upon thirty (30) days’ written notice or such lesser period of notice as is mutually agreeable.  Unless the Board of Directors appoints another Plan Administrator, Sealy, Inc. shall be the Plan Administrator.


10.2                           Powers and Duties of the Plan Administrator.  Except as expressly otherwise set forth herein, the Plan Administrator shall have the authority and responsibility granted or imposed on an “administrator” by ERISA.  The Plan Administrator shall determine any and all questions of fact, resolve all questions of interpretation of this Plan which may arise under any of the provisions




of this Plan as to which no other provision for determination is made hereunder, and exercise all other powers and discretions necessary to be exercised under the terms of this Plan which it is herein given or for which no contrary provision is made.  The Plan Administrator shall have full power and discretion to interpret this Plan and related documents, to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, and to determine the rights and benefits, if any, of any Participant or other applicant, in accordance with the provisions of this Plan.  Subject to the provisions of any claims procedure hereunder, the Plan Administrator’s decision with respect to any matter shall be final and binding on all parties concerned, and neither the Plan Administrator nor any of its directors, officers, employees or delegates nor, where applicable, the directors, officers or employees of any delegate, shall be liable in that regard except for gross abuse of the discretion given it and them under the terms of this Plan.  All determinations of the Plan Administrator shall be made in a uniform, consistent and nondiscriminatory manner with respect to all Participants and beneficiaries in similar circumstances.  The Plan Administrator, from time to time, may designate one or more persons or agents to carry out any or all of its duties hereunder.


10.3                           Engagement of Advisors.  The Plan Administrator may employ actuaries, attorneys, accountants, brokers, employee benefit consultants, and other specialists to render advice concerning any responsibility the Plan Administrator or Committee has under this Plan.  Such persons may also be advisors to any Participating Company.


10.4                           Payment of Costs and Expenses.  The costs and expenses incurred in the administration of this Plan shall be paid by one or more of the Participating Companies, as determined by the Company.  Such costs and expenses include those incident to the performance of the responsibilities of the Plan Administrator or Committee, including but not limited to, claims administration fees and costs, fees of accountants, legal counsel and other specialists, bonding expenses, and other costs of administering this Plan.  Notwithstanding the foregoing, in no event




will any person serving in the capacity of Plan Administrator, or Committee member who is a full-time employee of a Participating Company be entitled to any compensation for such services.


10.5                           Claims Procedure.  The Plan Administrator shall establish and maintain a claims procedure under the Plan and shall establish and appoint the members of a Benefit Appeals Committee with appropriate powers in connection therewith.


10.6                           Limitation of Liability.  Except as otherwise provided in ERISA, the Plan Administrator and the Committee, and their respective officers, employees and members, and directors, officers and employees of the Company, the Participating Subsidiaries and Affiliates, shall incur no personal liability of any nature whatsoever in connection with any act done or omitted to be done in the administration of this Plan. No person shall be liable for the act of any other person.





11.1                           Power to Amend or Terminate.  Except as otherwise provided in this Section following a Change of Control, this Plan may be amended by the Company at any time, or from time to time, including an amendment to cease contributions hereunder, and (except as otherwise provided in Section 11.2 hereof) may be terminated by the Company at any time, but no such amendment, modification or termination shall reduce a Participant’s Vested Interest, determined as of the date of such amendment, modification or termination.  Such amendment, modification or termination shall be in writing, executed by one or more officers of the Company who are authorized to do so.  This Plan may not be amended (but except as otherwise provided in Section 11.2 hereof may be terminated) during the two (2) year period following a Change of Control except that amendments may be made as required by law.




11.2                           Restrictions on Plan Termination.  If this Plan is terminated then, on and after the effective date of such termination, all deferrals hereunder shall cease.  Thereafter, all amounts then credited to each Participant’s Accounts shall become fully vested.  Distributions as a result of such plan termination, which shall be in the form of a single sum payment, shall be made only in compliance with the requirements of Section 409A of the Code concerning plan terminations and liquidations (or any successor provision governing permitted distributions upon a plan termination and liquidation).  For illustrative purposes only, the general conditions under which distributions upon plan terminations and liquidations are permitted under such Section 409A are described as follows:


(a)                                  within 12 months of certain corporate dissolutions or with the approval of the bankruptcy court;


(b)                                 in connection with a change in control event (as defined pursuant to Section 409A of the Code); or


(c)                                  if the Participant’s employer terminates all nonqualified deferred compensation plans that would be aggregated, under Section 409A of the Code, with any terminated plan or agreement for at least three (3) years, and Plan termination distributions are made after twelve (12) months, but within twenty-four (24) months, of Plan termination.


11.3                           No Liability for Plan Amendment or Termination.  Neither the Company, nor any other Participating Company, nor any officer, Employee or director thereof shall have any liability because this Plan is amended or terminated.  Without limiting the generality of the foregoing, none of the foregoing shall have any liability due to the Company discontinuing hypothetical contributions under this Plan or terminating this Plan notwithstanding the fact that a Participant may have expected to have benefited from future hypothetical contributions or earnings hereunder had this Plan remained in effect without such discontinuance of hypothetical contributions or such termination.






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