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DTV » Topics » Termination, Amendment or Modification

This excerpt taken from the DTV 10-K filed Mar 1, 2005.

Termination, Amendment or Modification

 

11.1 Termination. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, except as otherwise provided in this Section 11.1, each Employer reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to any or all of its participating Employees by action of its board of directors. Notwithstanding the preceding sentence, the Plan may not be terminated without the consent of a majority of the Participants during any period beginning on the date of a Change in Control of the Company and ending two years thereafter. Upon the termination of the Plan with respect to any Employer, the Plan Agreements of the affected Participants who are employed by that Employer shall terminate and their Account Balances, determined as if they had experienced an Involuntary Termination on the date of Plan termination or, if Plan termination occurs after the date upon which a Participant was eligible to Retire, then with respect to that Participant as if he or she had Retired on the date of Plan termination, shall be paid to the Participants as set forth in the next sentence. An Employer shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or pursuant to an Annual Installment Method of up to 5 years, with amounts credited and debited during the installment period as provided herein. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided however, that the Employer shall have the right to accelerate installment payments without a premium or prepayment penalty by paying the Account Balance in a lump sum or pursuant to an Annual Installment Method using fewer years, but only if the Actuarial Equivalent of all payments that will have been received by a Participant at any given point of time under the different payment schedule, using as a mortality assumption the 1983 Group Annuity Table and an interest rate of 7%, shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule. Notwithstanding anything in this Plan to the contrary, a Participant’s Long-Term Achievement Plan Account and Restricted Stock Unit Account shall be distributed only in Stock.

 

11.2

Amendment. Except as otherwise provided in this Section 11.2, the Company may, at any time, amend or modify the Plan in whole or in part by the action of the Board of

 

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Hughes Electronics Corporation

Executive Deferred Compensation Plan

Master Plan Document

 

Directors; provided, however, that no amendment or modification shall be effective to decrease or restrict the value of a Participant’s Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced an Involuntary Termination as of the effective date of the amendment or modification or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification, and no amendment shall eliminate the crediting and debiting of Account Balances under Section 3.9, or provide for the elimination of the 10-Year Bond Index Measurement Fund, without providing for a Measurement Fund with a rate of return at least substantially similar to the 10-Year Bond Index Measurement Fund. Notwithstanding the preceding sentence, the Plan may not be amended without the consent of a majority of the Participants during any period beginning on the date of a Change in Control of the Company and ending two years thereafter. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification; provided, however, that the Employer shall have the right to accelerate installment payments by paying the Account Balance in a lump sum or pursuant to an Annual Installment Method using fewer years, but only if the Actuarial Equivalent of all payments that will have been received by a Participant at any given point of time under the different payment schedule, shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule. Notwithstanding anything in this Plan to the contrary, a Participant’s Long-Term Achievement Plan Account and Restricted Stock Unit Account shall be distributed only in Stock.

 

11.3 Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the consent of the Participant.

 

11.4 Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan and the Participant’s Plan Agreement shall terminate.

 

- 23 -

Hughes Electronics Corporation

Executive Deferred Compensation Plan

Master Plan Document

 

"Termination, Amendment or Modification" elsewhere:

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