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GWW » Topics » Administration Upon Change In Control

These excerpts taken from the GWW 10-K filed Feb 27, 2008.
Administration Upon Change In Control. The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan including, but not limited to, benefit entitlement determinations. Upon and after the occurrence of a Change in Control, the Company must: (i) pay all reasonable administrative expenses and fees of the Administrator; (ii) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder,

 

 

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except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; (iii) supply full and timely information to the Administrator on all matters relating to the Plan, the Participants and their Beneficiaries, the Annual Account Balances of the Participants, the date of the Retirement, Disability, death or other termination of employment of the Participants, and such other pertinent information as the Administrator may reasonably require; and (iv) fully vest all Annual Account Balances of the Participants and pay such benefits in a lump sum within five (5) business days of such Change in Control. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) only with the Administrator’s approval.

Administration Upon Change In Control. The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan including, but not limited to, benefit entitlement determinations. Upon and after the occurrence of a Change in Control, the Company must: (i) pay all reasonable administrative expenses and fees of the Administrator; (ii) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder,



 











 

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except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; (iii) supply full and timely information to the Administrator on all matters relating to the Plan, the Participants and their Beneficiaries, the Annual Account Balances of the Participants, the date of the Retirement, Disability, death or other termination of employment of the Participants, and such other pertinent information as the Administrator may reasonably require; and (iv) fully vest all Annual Account Balances of the Participants and pay such benefits in a lump sum within five (5) business days of such Change in Control. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) only with the Administrator’s approval.



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

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