S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2020
EX-10.55 7 spgi-ex1055x20191231xq4.htm EXHIBIT 10.55 Exhibit
S&P GLOBAL INC.
DEATH & DISABILITY BENEFITS PLAN
Amended and Restated as of January 1, 2020
TABLE OF CONTENTS
Article I Title and Effective Date 3
Article II Definitions 3
Article III Membership in the Plan 6
Article IV Basic Executive Life Benefit 6
Article V Disability Benefits 7
Article VI Plan Administration 7
Article VII Claims Procedure 8
Article VIII Miscellaneous 9
Article IX Special Rules in the Event of a Change of Control 10
The Company desires to retain the services and provide rewards and incentives to members of a select group of management employees who contribute to the success of the Company. In order to achieve this objective, the Company has adopted the following Plan to provide benefits for certain management employees who become Members of the Plan and their Beneficiaries.
TITLE AND EFFECTIVE DATE
SECTION 1.01. The Plan shall be known as the S&P Global Inc. Management Supplemental Death and Disability Benefits Plan (hereinafter referred to as the "Plan").
SECTION 1.02. This amendment and restatement of the Plan shall be effective as of the Effective Date. Members and their Beneficiaries who receive benefits (or who become entitled to receive benefits) prior to the Effective Date shall be governed by the terms and conditions of the Prior Plan.
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 2.01. As used herein, the following words and phrases shall have the meanings specified below unless a different meaning is clearly required by the context:
“Basic Executive Life Benefit” means the executive life coverage in the form of life insurance as shall be provided through the Insurance Policy as provided under Section 4.01 of the Plan.
"Beneficiary" shall mean with respect to the Basic Executive Life Benefit, the person or persons designated in writing by the Member or Disabled Member to receive the Basic Executive Life Benefit in accordance with any Beneficiary designation submitted to the Company and made on such forms and in such manner as is satisfactory to the Insurer under the Insurance Policy. For the avoidance of doubt, any Beneficiary designation made by a Member or Disabled Member under the Prior Plan for the Death Benefit (as defined under the Prior Plan) shall not be valid on or after January 1, 2018, under this Plan for the Basic Executive Life Benefit. If no Beneficiary has been designated or survives a Member or Disabled Member, any amounts to be paid to the Member's or Disabled Member’s Beneficiary shall be paid in accordance with the Insurance Policy.
"Board of Directors" shall mean the Board of Directors of the Company.
"CEO" shall mean the individual serving as the Chief Executive Officer of the Company.
"Change of Control" shall mean any of the following:
(i) An acquisition by an individual, entity or group (within the meaning of Section13(d)(3)or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (2) any acquisition by the Corporation; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation; or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or
(ii) A change in the composition of the Board of Directors such that the individuals who, as of the effective date of the Plan, constitute the Board of Directors (such Board of Directors shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, for purposes of this definition, that any individual who becomes a member of the Board of Directors
subsequent to the effective date of the Plan, whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board of Directors and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors shall not be so considered as a member of the Incumbent Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
(iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.
"Committee" shall mean the Compensation and Leadership Development Committee of the Board of Directors, as the same may be constituted from time to time, and any successor to the Compensation and Leadership Development Committee designated by the Board of Directors.
"Company" shall mean S&P Global Inc. (f/k/a McGraw Hill Financial, Inc.), a New York corporation, and any successor thereto.
"Disability" or "Disabled" shall mean eligibility for disability benefits under the terms of the Insurance Policy insuring all or part of the Long Term Disability Benefit under the Plan in effect at the time the Member becomes disabled (taking into account any applicable elimination period) or, for purposes of the Basic Executive Life Benefit, it shall also mean an individual whose life insurance coverage is continued under the disability provisions set forth in the Insurance Policy insuring the Basic Executive Life Benefit. In the event the Company does not maintain an Insurance Policy insuring the Long Term Disability Benefit at the time the Member becomes disabled, “Disability” or “Disabled” will be as defined under the Company’s broad-based long term disability plan as in effect at the time the Member becomes disabled whether or not the Member is eligible for benefits under such plan.
"Disabled Member" shall mean an individual whose employment with an Employer has terminated due to a Disability. An individual's status as a Disabled Member will terminate upon the earliest to occur of: (i) the individual's death, (ii) the date on which the individual ceases to be Disabled; (iii) the end of the Maximum Benefit Period; or (iv) such other date as set forth in the Insurance Policy for the Long Term Disability Benefit.
"Effective Date" shall mean January 1, 2020.
"Employer" shall mean the Company and each U.S. direct or indirect subsidiary of the Company.
"Final Monthly Earnings" with respect to a Disability shall mean: (i) the sum of (1) a Member’s annual base salary in effect immediately preceding the date of such Member’s Disability (if earlier, determined as of the commencement of any short-term disability period with respect to such Disability), and (2) the amount of the short term annual incentive bonus (if any) paid to the Member in the calendar year immediately preceding the calendar year in which the date of such Member’s Disability occurs (if earlier, determined as of the commencement of any short-term disability period with respect to such Disability); and (ii) divided by twelve (12).
“Grade Reclassification” shall mean the reclassification of grade levels at the Company that became effective as of the September 23, 2014.
“Insurance Policy” shall mean one or more policies of insurance issued by an Insurer as may be amended from time to time to insure the Basic Executive Life Benefit or to insure all or a portion of the Long Term Disability Benefit, as applicable. Such insurance policy or policies shall be paid entirely by the Company or the Employer, as applicable, and no Member or Disabled Member contributions shall be permitted or required for such coverage.
“Insurer” shall mean the insurance company or companies as selected by the Company from time to time that is the issuer of the Insurance Policy insuring the Basic Executive Life Benefit or the Insurance Policy insuring all or a portion of the Long Term Disability Benefit, as applicable.
“Long Term Disability Benefit” shall mean the Monthly Disability Income benefit provided to a Disabled Member under Article V of the Plan, which may be insured through an Insurance Policy or self-insured by the Employer, or both, as determined by the Company in its sole discretion.
"Member" shall mean an employee of an Employer who is part of a select group of management and who has become, and continues to be, a Member as provided in Article III hereof.
“Maximum Benefit Period” shall have the meaning assigned to such term in the Schedule of Benefits for the Insurance Policy for the Long Term Disability Benefit.
"Monthly Disability Income" shall mean the monthly income due a Disabled Member as provided in Article V of the Plan.
"Normal Retirement Date" shall mean the first day of the month coincident with or immediately following the Member's sixty-fifth birthday.
"Plan" shall mean S&P Global Inc. Management Supplemental Death and Disability Benefits Plan including the Insurance Policy.
"Plan Administrator" shall have the meaning assigned to such term in Section 6.01.
"Prior Plan" shall mean the terms of the Plan as in effect prior to the Effective Date.
"Qualified Plan" shall mean the Employee Retirement Plan of S&P Global Inc. and Its Subsidiaries and any successor plan thereto.
"Retirement" shall mean a termination of a Member's employment other than by reason of death or Disability on or after the Member's Normal Retirement Date.
"Severance Plan" shall mean the Separation Pay Plan of S&P Global Inc., the S&P Global Inc. Management Severance Plan, the S&P Global Inc. Senior Executive Severance Plan or any other formal severance plan offered by an Employer, as may be amended from time to time, or successor programs thereto.
"Severance Plan Participant" shall mean a former employee of an Employer who is entitled to remain an active participant in certain Company sponsored plans and programs under a Severance Plan.
SECTION 2.02. In construing the Plan, unless the context requires otherwise, the masculine form of a word shall be deemed to include the feminine form and the singular form of a word shall be construed to include the plural form thereof.
MEMBERSHIP IN THE PLAN
SECTION 3.01. Individuals who were members of the Prior Plan immediately prior to the Effective Date shall, subject to the further provisions of this Section 3.01 and Section 3.04, continue to be eligible to participate in the Plan on and after the Effective Date. On and after the Effective Date, the CEO and each other employee of an Employer eligible under Section 3.04 who is designated in writing by the CEO on an individual basis shall be Members of the Plan. The CEO shall have the right to remove any Member from the Plan at any time if the Member is no longer eligible for selection as a Member in accordance with Section 3.04; provided, however, that a Member whose benefits under the Plan have commenced to be paid shall not be removed from membership in the Plan and such benefits shall not be terminated thereafter for any reason, except in the manner contemplated by Section 4.01. Removal of a Member under this Section 3.01 shall be effective as of the date of the written notice from the Company to the Member informing the Member of such removal.
SECTION 3.02. If a Member whose benefits under the Plan have not commenced to be paid is removed from the Plan under Section 3.01, all rights of such removed Member and such Member's Beneficiary to future payments or benefits under the Plan shall terminate as of the date of such removal without further action or notice by any person.
SECTION 3.03. The payment of benefits to the Member or his Beneficiary under this Plan is conditioned upon the continuous employment of the Member by the Employer (including periods of authorized leaves of absence) from the date of the Member's initial participation in the Plan until the Member's Retirement, Disability or death, whichever first occurs. In the event that a Member's employment with an Employer terminates for any reason other than Retirement, Disability or death, all rights of such Member and such Member's Beneficiary to future payments or benefits under the Plan shall terminate as of the date of such termination of employment without further action or notice by any person. For the avoidance of doubt, except as permitted by the Insurance Policy, a Member or Member’s Beneficiary shall not be entitled to future payments or benefits under the Plan while a Severance Plan Participant, including the period such individual is receiving Severance Plan pay in a form of installment payments over a specified period of time under a Severance Plan.
SECTION 3.04. Only individuals who are employees of an Employer and who are Grade 16 and above shall be eligible to be selected as Members of the Plan; provided, however, that an individual who was a Member immediately prior to September 23, 2014 shall not cease to be a Member solely as a result of the individual being classified below Grade 16 immediately following September 23, 2014 solely as a result of the Grade Reclassification.
BASIC EXECUTIVE LIFE BENEFIT
SECTION 4.01. Except as provided in the Insurance Policy, in the event of the death of a Member prior to the date of his Retirement or a Disabled Member prior to his Normal Retirement Date, the Beneficiary of the Member or Disabled Member shall be entitled to receive the Basic Executive Life Benefit. Unless the Member makes an Opt Down Election as specified in the Insurance Policy, the amount of such benefit shall be equal to 200% of the Member's annual rate of base salary at the annual rate in effect at the time of his death or, in the case of a Disabled Member, at the time of such Disabled Member's termination of employment due to Disability, up to a maximum Basic Executive Life Benefit of two million dollars ($2,000,000). Notwithstanding the previous sentence, if a Member ceases to be Disabled prior to his Normal Retirement Date or the date of his death and the Member does not return to active employment with an Employer following the cessation of such Member's Disability, then no Basic Executive Life Benefit shall be payable under this Section 4.01 upon the subsequent death of the Member. For purposes of this Section 4.01, “Opt Down Election” means a Member’s election to decline the Basic Executive Life Benefit coverage. An Opt Down Election or revocation of such election shall be made in accordance with procedures established by the Insurer. The Basic Executive Life Benefit shall be funded through the Insurance Policy and paid by the Insurer in accordance with the terms of the Insurance Policy. If the Insurer denies such Member’s or Disabled Member’s eligibility for the Basic Executive Life Benefit, an Employer shall not be required
to provide Member or Disabled Member any other executive life insurance coverage or pay the Basic Executive Life Benefit under this Plan to that Member.
SECTION 5.01. If a Member is determined by the Insurer to be Disabled, the Disabled Member shall be entitled to receive a Long Term Disability Benefit equal to the Monthly Disability Income during the period the Member is a Disabled Member, as calculated under this Article V and such Insurance Policy. Monthly Disability Income will equal the following:
(i) An amount, if any, (not less than zero) determined in accordance with the formula under clause (ii) or (iii), as applicable, applied using the calculations under X and Y (as defined below).
"X" equals fifty percent (50%) of the Member’s Final Monthly Earnings, with no maximum.
“Y” equals sixty-six and sixty-seventh percent (66.67%) of the Member's Final Monthly Earnings, up to a maximum of twenty-five thousand dollars ($25,000).
(ii) If X is less than or equal to Y, the Monthly Disability Income will equal Y, reduced by offsets defined under the Insurance Policy, which amount will paid by the Insurer.
(iii) If X is greater than Y, the Monthly Disability Income will equal the sum of: (1) Y, reduced by offsets defined under the Insurance Policy, which amount will be paid by the Insurer; and (2) the difference between X and Y, which amount will be paid as a self-insured benefit by the Company or the Employer as applicable.
(iv) Notwithstanding anything in this Section to the contrary, the Company reserves the right to change the funding allocation of the Long Term Disability Benefit between the fully insured and self-insured portions of the Long Term Disability Benefit from time to time as determined by the Company in its discretion.
SECTION 5.02. Each Member shall provide the Plan Administrator with the information necessary to calculate the Monthly Disability Income under Section 5.01 and, in the event that the information necessary to calculate the Monthly Disability Income of a Member is not provided to the Plan Administrator, the Plan Administrator may make reasonable estimates of such amounts and conclusively rely on such estimates in calculating the amount of the Monthly Disability Income.
SECTION 5.03. The Monthly Disability Income contemplated by this Article V shall be payable to the Member monthly until the earliest to occur of: (i) the end of the Maximum Benefit Period; (ii) the date of the Member's death; (iii) the end of the Member's Disability; or (iv) for the insured portion of the Long Term Disability Benefit only, such other date as set forth in the Insurance Policy for the Long Term Disability Benefit.
SECTION 6.01. The CEO shall have the authority to select and remove Members of the Plan in accordance with the provisions of Article III. Except as provided in the previous sentence or the Insurance Policy, the Plan shall be administered by the Executive Vice President, Chief People Officer or other appropriate officer or employee of the Company designated by the Committee. For purposes of the Plan, "Plan Administrator" shall mean the Executive Vice President, Chief People Officer or any individual to whom the Committee has delegated administrative responsibility under this Section 6.01. The Plan Administrator shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the administration of the Plan, and to take all such actions and make all such determinations in connection with the administration of the Plan as he or she may deem necessary or desirable. Notwithstanding the foregoing, the Insurer has sole and complete discretionary authority to administer and interpret the provisions of the Insurance Policy.
SECTION 6.02. The Plan Administrator may from time to time establish rules and procedures for the administration of the Plan. The Plan Administrator will have the right to construe and interpret the Plan and to decide any and all
matters arising thereunder or in connection with the administration of the Plan, including, without limitation, the right (i) to determine the eligibility for, and the form, amount and method of payment of any benefit payments under the Plan, (ii) to establish the timing of benefit distributions, (iii) to settle claims according to the provisions in Article VII and (iv) to make any factual determinations related to the amount of or eligibility for benefits. The decisions of the Plan Administrator will, to the extent permitted by law, be conclusive and binding upon all persons having or claiming to have any right or interest in or under the Plan. The Plan Administrator may delegate any of its duties and responsibilities hereunder to one or more officers or employees of the Company or to any third party if the Plan Administrator finds that such delegation would facilitate the administration of the Plan. The Plan Administrator may reasonably rely on the advice of attorneys, actuaries, accountants and other experts in exercising its duties and responsibilities under the Plan. Notwithstanding the foregoing, the Insurer has the sole and complete discretionary authority to determine claims and appeals for such benefits it insures under this Plan in accordance with the terms of the Insurance Policy.
SECTION 6.03. The Plan Administrator shall not make any determination with respect to any benefits or other amounts payable to the Plan Administrator in its capacity as a Member. In the event the previous sentence applies, the applicable duties and responsibilities of the Plan Administrator under the Plan shall be performed exclusively by the Committee.
SECTION 6.04. The Company shall, to the fullest extent permitted by law, indemnify and hold harmless the CEO, the Committee, any individual acting as Plan Administrator and any officer or employee of an Employer who is delegated responsibility under the Plan from any liability or expense incurred by such person in connection with the performance of his duties under the Plan or as a result of any facts and circumstances related to the operation or administration of the Plan.
SECTION 7.01. A claim for benefits under the Plan must be promptly filed in writing by the Member, Beneficiary, or such person's authorized representative (the "Claimant") with the Executive Vice President, Chief People Officer or other appropriate officer of the Company designated by the Committee for this purpose (the "Initial Reviewer"). If a claim is denied in whole or in part, the Claimant will be sent a written notice of denial from the Initial Reviewer within ninety days of receipt of the claim, unless special circumstances require an extension of time for processing the claim. Such extension will not exceed ninety days and notice thereof will be given within the first ninety-day period. The notice of denial of a claim will indicate the reasons for the denial (including reference to the Plan provisions on which the denial is based), will describe any additional information or material needed and the reasons why such additional information or material is necessary, and will explain the claim review procedure. Notwithstanding the foregoing, a claim for Basic Executive Life Benefit or a Long Term Disability Benefit that is insured under the Insurance Policy must be directed to the Insurer as described in the Insurance Policy.
SECTION 7.02. If a claim is denied in whole or in part (or if no decision on a claim is rendered within the limitations of time described in Section 7.01), the Claimant may request a review by the Committee of the decision of the Initial Reviewer (or of the claim, if no timely decision has been rendered by the Initial Reviewer). This request must be submitted in writing to the Committee within sixty days of receipt of the notice of denial from the Initial Reviewer (or within sixty days following the expiration of the initial review period where no decision notice is given to the Claimant by the Initial Reviewer). The Claimant may review pertinent documents and may submit in writing additional comments and material. A review decision will be made by the Committee within sixty days of receipt of the request for review, unless there are special circumstances which require an extension of the time for processing. Such extension will not exceed sixty days and notice thereof must be given within the first sixty-day period. The review decision of the Committee will be in writing and will include specific references to the Plan provisions on which the decision is based. The decision of the Committee on review shall be final and binding on all interested persons. Notwithstanding the foregoing, a request for review of a denial of a claim for Basic Executive Life Benefit or Long Term Disability Benefit that is insured under the Insurance Policy must be directed to the Insurer as described in the Insurance Policy.
SECTION 8.01. Nothing contained in this Plan shall be deemed to give any Member or employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Member or employee at any time regardless of the effect which such discharge shall have upon him as a Member of the Plan.
SECTION 8.02. The rights of the Member, the Beneficiary of the Member, or any other person claiming through the Member under this Plan, shall be solely those of an unsecured general creditor of the Company.
SECTION 8.03. The Plan does not involve a reduction in salary for the Member or the foregoing of an increase in future salary by the Member.
SECTION 8.04. Except insofar as this provision may be contrary to applicable law or as provided in the Insurance Policy, no sale, transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under this Plan shall be valid or recognized by the Company.
SECTION 8.05. Subject to Article IX hereof, the Company reserves the right at any time and from time to time, by action of the Committee or its Board of Directors, to terminate, modify or amend, in whole or in part, any or all of the provisions of the Plan, including specifically the right to make any such amendments effective retroactively; provided that such action shall not reduce the benefits or rights of any Disabled Member or the Beneficiary of a deceased Member. In addition, the Company may amend or modify any provision of this Plan as to any particular Member by agreement with such Member; provided that such agreement is in writing, is executed by both the Company and the Member, and is filed with the Plan records. The provisions of any amendment or modification made by agreement between a Member and the Company shall apply only to the Member so agreeing and no other. Notwithstanding the foregoing, the Insurer may amend the Insurance Policy.
SECTION 8.06. A Member shall have the right to change his designated Beneficiary by notifying the Company of such in writing. Such change shall become effective upon written acknowledgment of same by the Company. Any payments made by the Company to a Beneficiary in good faith and under the terms of the Plan shall fully discharge the Company from all further obligations with respect to such payments. With respect to the Basic Executive Life Benefit, any Beneficiary designation or change or cancellation thereof shall be submitted to the Company and made on such forms and in such manner as satisfactory to the Insurer.
SECTION 8.07. This Plan shall be binding upon and inure to the benefit of the Company, its successors and each Member and his heirs, executors, administrators and legal representatives.
SECTION 8.08. The Plan shall be governed by the laws of the State of New York, applicable to contracts to be performed entirely in such State and without regard to the choice of law provisions thereof, but only to the extent such laws are not preempted by the Employee Retirement Income Security Act of 1974, as amended. This Plan is solely between the Company and each individual Member. Notwithstanding the foregoing, the Basic Executive Life Benefit and the Long Term Disability Benefit shall be governed by the laws as set forth in the Insurance Policy. The Member, his Beneficiary or other persons claiming through such Member shall only have recourse against the Company for enforcement of the Plan or against the Insurer of the Basic Executive Life Benefit or Long Term Disability Benefit for the benefit it insures.
SECTION 8.09. The obligations of the Company under this Plan shall be subject to all applicable laws, rules and regulations, and such approvals, by governmental agencies as may be required or as the Company deems advisable.
SECTION 8.10. The Plan is intended to satisfy the requirements of Section 409A of the Code, and shall be interpreted and administered consistent with such intent. If, in the good faith judgment of the Committee, any provision of the Plan could cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Committee in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code, and, notwithstanding any provision in the Plan to the contrary, the Committee shall have broad
authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no Member be subject to tax under Section 409A of the Code. Any determinations made by the Committee under this Section 8.10 shall be final, conclusive and binding on all persons.
SECTION 8.11. In the event of a conflict between the terms of this Plan document and the Insurance Policy, the terms of the Insurance Policy will control.
SPECIAL RULES IN THE EVENT OF A CHANGE OF CONTROL
SECTION 9.01. Notwithstanding anything to the contrary in any other section of this Plan, in the event a Change of Control shall occur, neither the Company nor its Board of Directors or the Committee shall thereafter terminate, modify or amend, in whole or in part, any or all of the provisions of this Plan. In no event shall such action reduce the benefits of any Disabled Member or the Beneficiary of a deceased Member.
SECTION 9.02. The reasonable legal fees incurred by any Member (or former Member who was a Member when the Change of Control occurred) to enforce his valid rights under this Article IX shall be paid by the Company to such Member in addition to sums otherwise due under this Plan, whether or not such Member is successful in enforcing his rights or whether or not the matter is settled.
SECTION 9.03. The terms of this Article IX shall supersede and take precedence over the terms of any of the other Sections of this Plan.