The Board of the employer shall appoint the Pension and Insurance
Committee, consisting of a minimum of five members. The Pension and
Insurance Committee shall have the power and authority, by a majority
of its members, to do all acts and to execute, acknowledge and deliver
all instruments necessary to implement and effectuate the purpose
of this plan. The Pension and Insurance Committee may delegate authority
to act on its behalf to any persons it deems appropriate. If the Board
does not appoint a Pension and Insurance Committee, the Board shall
be the plan administrator.
The Pension and Insurance Committee shall consist of not less
than five members appointed by the Board. Two members of the Pension
and Insurance Committee may be employees, provided that such employees
shall be nonvoting members. Each member of the Pension and Insurance
Committee shall serve in that capacity until the earliest of resignation,
death, removal or otherwise. Each member may be removed at any time,
with or without cause, by the Board. Each member may resign by delivering
written notice to the Board and other members of the Pension and Insurance
Committee. Vacancies on the Pension and Insurance Committee shall
be filled by the Board; provided, however, that the remaining members
of the Pension and Insurance Committee shall have full power to act
pending the filling of such vacancies.
A.
The Pension and Insurance Committee shall have full power and authority
to do whatever shall, in its judgment, be reasonably necessary for
the proper administration and operation of the plan. The interpretation
or construction placed upon any term or provision of the plan by the
Pension and Insurance Committee or any action of the Pension and Insurance
Committee taken in good faith shall, upon the Board's review
and approval thereof, be final and conclusive upon all parties hereto,
whether employees, participants or other persons concerned. By way
of specification and not limitation and except as specifically limited
hereafter, the Pension and Insurance Committee is authorized:
(1)
To construe this plan;
(2)
To determine all questions affecting the eligibility of any employee
to participate herein;
(3)
To compute the amount and source of any benefit payable hereunder
to any participant or beneficiary;
(4)
To authorize any and all disbursements;
(5)
To prescribe any procedure to be followed by any participant and/or
other person in filing any application or election;
(6)
To prepare and distribute, in such manner as may be required by law
or as the Committee deems appropriate, information explaining the
plan;
(7)
To require from the employer or any participant such information
as shall be necessary for the proper administration of the plan;
(8)
To appoint and retain any individual to assist in the administration
of the plan, including such legal, clerical, accounting and actuarial
services as may be required by any applicable law or laws; and
B.
The Pension and Insurance Committee shall have no power to add to,
subtract from or modify the terms of the plan or change or add to
any benefits provided by the plan or to waive or fail to apply any
requirements of eligibility for benefits under the plan. Further,
the Pension and Insurance Committee shall have no power to adopt,
amend or terminate the plan, to select or appoint any trustee or to
determine or require any contributions to the plan, said powers being
exclusively reserved to the Board.
The Committee may organize itself in any manner deemed appropriate
to effectuate its purposes hereunder, subject to the following:
A.
The Committee shall act by a majority of its members at the time
in office, and such action may be taken either by vote at a meeting
or in writing without a meeting.
B.
The Committee shall, from time to time, appoint a Chairman, a Secretary,
who may but need not be a Committee member, and such other agents
as it may deem advisable.
C.
The Committee may, from time to time, authorize any one or more of
its members to execute any document or documents, including any application,
request, certificate, notice, consent, waiver or direction, and shall
notify the Board, in writing, of the name or names of the member or
members so authorized. In the absence of a designation, the Chairman
shall be deemed to be so authorized. Any trustee or other fiduciary
appointed hereunder shall accept and be fully protected in relying
upon any document executed by the designated member or members (or
the Chairman in the absence of a designation) as representing a valid
action by the Committee until the Committee shall file with such fiduciary
a written revocation of such designation.
D.
The Committee or its delegate shall maintain and keep such records
as are necessary for the efficient operation of the plan or as may
be required by any applicable law, regulation or ruling and shall
provide for the preparation and filing of such forms or reports as
may be required to be filed with any governmental agency or department
and with the participants and/or other persons entitled to benefits
under the plan.
The Committee members shall each serve without compensation
for services unless otherwise agreed by the Board in writing. All
reasonable expenses incident to the functioning of the Committee,
including, but not limited to, fees of accountants, counsel, actuaries
and other specialists and other costs of administering the plan, may
be paid from the Pension Fund upon approval by the Board to the extent
permitted under applicable law and not otherwise paid by the employer.
No member of the Board or the Committee nor the plan manager
nor the actuary nor any other person involved in the administration
of the plan shall be liable to any person on account of any act or
failure to act which is taken or omitted to be taken in good faith
in performing their respective duties under the terms of this plan.
To the extent permitted by law, the employer shall and hereby does
agree to indemnify and hold harmless each present member of the Committee
and each successor and each of any such member's heirs, executors
and administrators and the Committee's delegates and appointees
(other than any person, bank, firm or corporation which is independent
of the employer and which renders services to the plan for a fee)
from any and all liability and expenses, including counsel fees, reasonably
incurred in any action, suit or proceeding to which he is or may be
made a party by reason of being or having been a member, delegate
or appointee of the Committee, except in matters involving criminal
liability, intentional or willful misconduct. If the employer purchases
insurance to cover claims of a nature described above, then there
shall be no right of indemnification except to the extent of any deductible
amount under the insurance coverage or to the extent of the amount
the claims exceed the insured amount.
The plan administrator shall review and approve or deny any
application for retirement benefits within 30 days following receipt
thereof or within such longer time as may be necessary under the circumstances.
Any denial of an application for retirement benefits shall be in writing
and shall specify the reason for such denial.
Any person whose application for retirement benefits is denied,
who questions the amount of benefit paid, who believes a benefit should
have commenced which did not so commence or who has some other claim
arising under the plan ("claimant"), shall first seek a resolution
of such claim under the procedure hereinafter set forth:
A.
Any claimant shall file a notice of the claim with the Committee
which shall fully describe the nature of the claim. The Committee
shall review the claim and make an initial determination approving
or denying the claim.
B.
If the claim is denied in whole or in part, the Committee shall,
within 90 days (or such other period as may be established by the
applicable law) from the time the application is received, mail notice
of such denial to the claimant. Such ninety-day period may be extended
by the Committee, if special circumstances so require, for up to 90
additional days by the Committee's delivering notice of such
extension to the claimant within the first ninety-day period. Any
notice hereunder shall be written in a manner calculated to be understood
by the claimant and, if a notice of denial, shall set forth the specific
plan provisions on which the denial is based, an explanation of additional
material or information, if any, necessary to perfect such claim and
a statement of why such material or information is necessary, and
an explanation of the review procedure.
C.
Upon receipt of notice denying the claim, the claimant shall have
the right to request a full and fair review by the Board of the initial
determination. Such request for review must be made by notice to the
Board within 60 days of receipt of such notice of denial. During such
review, the claimant or a duly authorized representative shall have
the right to review any pertinent documents and to submit any issues
or comments in writing. The Board shall, within 60 days after receipt
of the notice requesting such review (or in special circumstances,
such as where the Board in its sole discretion holds a hearing, within
120 days of receipt of such notice), submit its decision in writing
to the person or persons whose claim has been denied. The decision
shall be final, conclusive and binding on all parties, shall be written
in a manner calculated to be understood by the claimant and shall
contain specific references to the pertinent plan provisions on which
the decision is based.
D.
Any notice of a claim questioning the amount of a benefit in pay
status shall be filed within 90 days following the date of the first
payment which would be adjusted if the claim is granted unless the
Committee allows a later filing for good cause shown.
E.
A claimant who does not submit a notice of a claim or a notice requesting
a review of a denial of a claim within the time limitations specified
above shall be deemed to have waived such claim or right to review.
