雇员福利受益信托协议doc.docx

1、雇员福利受益信托协议docEmployee Welfare Benefit Trust雇员福利受益信托协议 - Section 10.1. Inalienability of Benefits. Except as may otherwise be provided herein, the right of any Participant, Dependent, Beneficiary or other person or entity to any benefit or payment from the Trust shall not be subject to voluntary or i

2、nvoluntary transfer, alienation, pledge, assignment or other disposition and shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. Any attempt to transfer, alienate, pledge, assign or otherwise dispose of such right or any attempt to subject s

3、uch right to attachment, execution, garnishment, sequestration or other legal or equitable process shall be null and void.Section 10.2. No Implied Rights. Neither the establishment of the Trust nor any modification thereof, nor the creation of any fund, trust or account thereunder, shall be construe

4、d as giving any Participant, Employee, Retiree, Dependent, Beneficiary or other person or entity any legal or equitable right unless such right shall be specifically provided for in the Plan and the Trust or conferred by affirmative action of the Employer in accordance with the express written terms

5、 and provisions of the Plan and the Trust.Section 10.3. Status of Employment Relations. The adoption and maintenance of the Trust shall not be deemed to constitute a contract between the Employer and its Employees or any representative thereof or to be consideration for, or an inducement or conditio

6、n of, the employment of any person. Nothing contained herein shall be deemed to:(a) give to any Employee the right to be retained in the employ of the Employer;(b) affect the right of the Employer to discipline or discharge any Employee at anytime; or(c) affect any Employees right to terminate his e

7、mployment at any time.Section 10.4. No Guarantee. Nothing contained in the Trust shall constitute a guarantee by the Employer, the Sponsor, the Board, the Administrative Committee or the Trustee that the assets of the Trust Fund will be sufficient to pay any benefit to any person or make any other p

8、ayment; payments to be paid from the Trust are limited to the assets remaining in the Trust at the time payment is made. Prior to the time that distributions are made in conformity with the Plan and the Trust, the Participants, Employees, Retirees, Dependents, Beneficiaries or other persons shall no

9、t receive any distribution of cash or other thing of current or exchangeable value, either from the Employer, the Sponsor, the Board, the Administrative Committee or the Trustee on account of, or as a result of the Trust Fund created hereunder.Section 10.5. Service in More than One Capacity. A perso

10、n or groups of persons may serve in more than one fiduciary capacity with respect to the Trust.Section 10.6. Adoption by Others. Any corporation or other business entity which is sufficiently affiliated with the Sponsor for purposes of Section 501 (c) (9) of the Code may adopt the Trust in any manne

11、r acceptable to the Administrative Committee provided there is written evidence of such adoption. If a Successor Company to the Employer or any other person or entity to whom the Employer assigns its rights elects to continue the Trust, such Successor Company or purchaser shall be substituted for th

12、e Employer under this Agreement. Each Employer, other than the Sponsor, which is or shall become a party to this Agreement, hereby irrevocably gives and grants to the Sponsor and the Administrative Committee full and exclusive power and authority to exercise all of the powers conferred upon it by th

13、e terms of this Agreement and to take or refrain from taking any and all action which such Employer might otherwise take or refrain from taking with respect to this Agreement, including the sole and exclusive power to exercise, enforce or waive any rights whatsoever which such Employer might otherwi

14、se have with respect to the Trust Fund, and each such Employer, by becoming a party to this Agreement, irrevocably appoints the Sponsor its agent for such purposes. The Trustee shall have no obligation to account to any such Employer or to follow the instructions of or otherwise deal with any such E

15、mployer, the intention being that the Trustee shall deal solely with the Sponsor and the Administrative Committee as if the Trustee and Sponsor were the only parties in this Agreement.Section 10.7. Withdrawal by Participating Affiliates. Each individual Employer which has adopted this Trust may, by

16、resolution of the board of directors or executive or management committees of such Employer, or its delegates, and subject to the approval of the Sponsor and the satisfaction of such conditions, if any, as may be imposed by the Sponsor or the Administrative Committee, terminate its adoption of the T

17、rust. Such withdrawal will be effective upon receipt of written notice of such withdrawal by the Sponsor and Trustee, unless such notice is waived.Section 10.8. Actions by Sponsor. All actions by the Sponsor under this Trust shall be by resolution of the Administrative Committee, or by a person or p

18、ersons or committee designated by the Administrative Committee.Section 10.9. Binding Effect. The provisions of the Trust shall be binding on the Employer, the Trustee, the Sponsor, the Board, the Administrative Committee and their successors and on all persons entitled to benefits under the Plan and

19、 their respective heirs, legal representatives and successors in interest.Section 10.10. Governing Laws. The Trust shall be construed and administered according to the laws of the State of New York, to the extent that such laws are not preempted by the laws of the United States of America.Section 10

20、.11. Counterparts. The Trust may be executed in any number of counterparts, each of which shall be deemed an original, and the Agreement may be sufficiently evidenced by any one counterpart.Section 10.12. Number and Gender. Wherever appropriate, words used in this Trust in the singular may mean the

21、plural, the plural may mean the singular, and the masculine may mean the feminine or neuter.Section 10.13. Courts. Except as otherwise required by law, in case of any court proceedings involving the Trustee, the Employer, the Sponsor, the Board, the Administrative Committee or the Trust Fund, only t

22、he Employer, the Sponsor, the Board, the Administrative Committee and the Trustee shall be necessary parties to the proceedings, and no other person shall be entitled to notice of process. Except where otherwise specifically required by the Act, the United States District Court for the Southern Dist

23、rict of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive

24、 jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to

25、vest personal jurisdiction over them in any of these courts. A final and unappealed judgment entered in any such proceeding shall be conclusive. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury

26、with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby.Section 10.14. Notices. Whenever any notice may be or is required to be given by the Trustee, the Sponsor, the Board or the Administrative Committee to any person, su

27、ch notice may be given by United States mail, mailed to such person at his last address appearing in the records of the Sponsor; provided, however, in the event notice is to be given to the Sponsor, such notice shall be directed to the President of the Sponsor.Section 10.15. Persons Dealing with Tru

28、stee. No person or entity contracting or in any way dealing with the Trustee shall be under any obligation to ascertain or inquire (a) into any powers of the Trustee, (b) whether such powers have been properly exercised, or (c) the source or application of any funds received from or paid to the Trus

29、tee, and such person may rely on the Trustees exercise of any power or authority as conclusive evidence that he possesses such power and authority. This Section shall not apply to any person who is a fiduciary with respect to the Trust.Section 10.16. Titles. All titles used in this Agreement are for

30、 purposes of identification only and shall have no bearing on the meaning, construction or interpretation of the Articles or Sections to which they refer.Section 10.17. Tax Exemption. The Plan and the Trust are intended to constitute an organization described in Section 501 (c) (9) of the Code and t

31、o satisfy any applicable requirements of the Act, and this Agreement shall be interpreted and the Trust shall be administered consistent with such intention.Section 10.18. Misrepresentations. The Administrative Committee may (but shall not be required to) rely upon any certificate, statement or othe

32、r representation made to it by an Employee, Participant, Dependent, Beneficiary or other recipient with respect to any fact with regard to any of the provisions of the Plan and the Trust or the operation of either. Any such certificate, statement or other representation shall be conclusively binding upon such Employee, Participant, Dependent, Beneficiary or other recipient or his personal representative, heir, or assignee (but not upon the Administrative Committee), and any such person or recipient shall thereafter be estopped from disputing the truth of any such certificate, statement o