EXHIBIT 10.25
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DATED 12 OCTOBER 1989
THE ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LIMITED
PENSION SCHEME
__________________________
INTERIM TRUST DEED
__________________________
▇▇▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ OHP
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THIS INTERIM TRUST DEED is made the 17 day of October 1989 BETWEEN ▇▇▇▇▇
▇▇▇▇▇▇▇▇ LIMITED whose registered office is at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ (the "Principal Employer" which expression shall, where the context so
admits, include any other company, firm of person which or who shall as a result
of reconstruction, amalgamation, purchase or otherwise, be the successor in
business of the Principal Employer, and which or who shall have assumed, whether
expressly or by implication, the obligations of the Principal Employer under
this Deed, of one part and ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ ("the Trustees" which
expression includes the trustee or trustees for the time being of this Deed) of
the other part
WHEREAS:
A. The Principal Employer has decided to establish a retirement benefits
scheme to be known as "the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Limited Pension Scheme" (the
"Scheme") for providing relevant benefits as defined in Section 612 of the
Income and Corporation Taxes Act 1988 (the "Taxes Act") for such directors
and employees and former directors and employees of the Principal Employer
and associated companies (as defined in this Deed) as shall be admitted to
participation in the Scheme upon the basis of a staff announcement, a copy
of which is annexed.
B. It is intended in due course to apply to the Board of Inland Revenue to
have the Scheme approved under Chapter I of Part XIV of the Taxes Act and
treated as an exempt approved scheme under that Act and in the meantime by
the execution of this Deed to confirm the establishment of the Scheme upon
irrevocable trusts with effect from 1st November 1989 (the "Commencing
Date").
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LTD
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STAFF ANNOUNCEMENT
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ELIGIBILITY In the case of Executive Employees
Executive Members is open to those invited
to join by the Trustees and the Principal
Employer. Membership is available to all
other employees.
NORMAL PENSION AGE 60 for males and females.
PENSIONABLE SALARY Basic Salary less Lower Earnings Limit.
FINAL PENSIONABLE SALARY The highest Pensionable Salary in the last
5 years.
NORMAL RETIREMENT PENSION 1/80th of Final Pensionable Salary for each
year of pensionable service.
EARLY RETIREMENT PENSION Accrued pension subject to actuarial
reduction, available from age 50 with the
consent of the Company.
LUMP SUM ON DEATH IN SERVICE 4 times' Basic Salary.
SPOUSE'S PENSION ON DEATH IN 50% of member's prospective pension based
SERVICE on current Pensionable Salary.
SPOUSE'S PENSION ON DEATH IN 50% of member's pension.
RETIREMENT
PENSION INCREASES Guaranteed Minimum of 3% per annum
compound.
MEMBER'S CONTRIBUTIONS 5% of Pensionable Salary, except for
Executive Members who sill not be required
to make contributions.
COMPANY CONTRIBUTIONS 5% of Pensionable Salary plus N.I. Rebate.
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GUARANTEE The minimum benefit payable on retirement
death or withdrawal from the Scheme will
not be less than:
a) the member's contribution plus
b) the employers national insurance rebates
accumulated with interest as certified by
the Actuary as equivalent to the return on
the assets of the Fund.
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C. At the request of the Principal Employer the Trustees have agreed to be the
first trustees of the Scheme.
NOT THIS DEED WITNESSES as follows:
1. (a) the Scheme is established by this Deed upon irrevocable trusts
with effect from the Commencing Date
(b) The Principal Employer and all other associated companies for the time
being admitted to the Scheme and the Members of the Scheme shall
contribute to it in accordance with the provisions
(c) The Principal Employer appoints the Trustees to be trustees of the
Scheme and the Trustees accept such office
(d) The Principal Employer may at any time by deed remove the Trustees or
any of them and may appoint one or more persons or a body corporate
(whether or not a trust corporation) to be a new or additional trustee
of the Scheme.
2. THE Trustees and the Principal Employer shall within 24 months from the
date of this Deed execute a further deed ("the Definitive Deed") setting
out in full the constitution of the Scheme in such form as may be approved
under Chapter 1 of Party XIV of the Taxes Act and treated as an exempt
approved scheme under the Act and that it will meet the requirements of
Part II of the Social Security Act of 1973 relating to the preservation of
benefits under occupational pension schemes.
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3. UNTIL superseded by the provisions of the Definitive Deed the following
shall apply:
(a) Moneys and assets of the Scheme available for investment may be
invested or dealt with as the Trustees shall in their discretion think
fit so that Trustees shall have the same full and unrestricted powers
of investment and changing investments as if they were entitled to
them beneficially and the Trustees may invest by effecting with an
insurance company to which Part II of the Insurance Companies act of
1982 applies deferred or immediate annuity policies, retirement,
endowment and assurance policies, sinking fund policies or other
policies or contracts, including policies or contracts conferring
rights to participation in the profits of such insurance company or by
participating in any system of deposit administration administered by
such insurance company, so long as that any sums payable by such
insurance company shall be made payable from a branch or office in the
United Kingdom unless the Board of Inland Revenue shall agree
otherwise.
(b) Any sums which become payable upon the death of a Member of the Scheme
shall not belong to such Member but shall be held by the Trustees upon
discretionary trusts, that is to say that in relation to any such
sums
(i) The Trustees shall have power, at their discretion, to pay or
apply the whole or any part of that sum to or for the benefit of
all or any
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of the relatives, dependents, personal representatives or
nominated beneficiaries of such deceased Member in such shares
and proportions as the Trustees shall in their discretion decide
but so that, if the Member shall not leave any relative or
dependent, the Trustees may elect to retain all or any part of
the same as part of the Fund; and in addition the Trustees shall
have power to declare separate trusts including provisions for
maintenance, education, advancement and accumulation of income
during a minority, and including such discretionary trusts and
powers, as the Trustees shall from time to time deed revocable or
irrevocable appoint, but without infringing the rule against
perpetuities, and the Trustees shall have power to appoint as
trustees of such fund any two person or a trust corporation as
the Trustees shall in their discretion decide, and to remove any
trustees and appoint any other trustee in place of any one so
removed.
(ii) if or to the extent that the Trustees shall not exercise the
powers contained in paragraph (i) within two years of the death
of the Member, the Trustees shall hold such sum as a separate
fund from the Fund constituted by this Deed upon trust for the
personal representatives of the deceased Member or, if there are
none, the next of kin of the deceased Member
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(iii) the Trustees may, but without being in any way bound to do,
so, have regard to any document signed by the Member
expressing his wishes about the disposal of any sum to be
held upon the discretionary trusts, and may issue forms to
Members for the purposes;
for the purpose of this clause "relatives" shall mean include the
widow and widower of the Member the father or mother or grandparents
(whether lawful or adoptive) of the Member and the widow or widower of
such father or mother or grandparents and any person (except the
Member) who is the child or remoter issue (whether lawful of adoptive)
of such father or mother or grandparents and the spouse, widow or
widower of any such person and "dependents" means any person (whether
or not a relative) who is the opinion of the Trustees is or was at the
time of the Member's death dependent on the Member or his or her
spouse
(c) The Scheme shall be operated in conformity with the requirements
relating to the preservation of benefit rights for Members of the
Scheme who leave the service of the Principal Employer or any other
company for the time being participating in the Scheme and in
conformity with the equal access requirements specified in the Social
Security ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (the "Pension Act")
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(d) The Trustees may accept a transfer from the trustees or other persons
having the management of any other fund scheme or arrangement
(referred to in this paragraph as "the other fund") of all or any of
the assets of the other fund upon the footing that one or more
specified persons who are entitled or contingently entitled to rights
and benefits under the Scheme (consistent with the treatment of the
Scheme as an exempt approved scheme under the Taxes Act) as the
Trustees may in their discretion arrange. But if the Scheme has not
been approved as an exempt approved scheme within twenty four months
after the date of this Deed, or within such longer period as the Board
of Inland Revenue may agree, no person shall become entitled or
contingently entitled under the other fund shall be entitled to
contingently entitled to such rights and benefits under the Scheme to
any benefit in respect of such transfer otherwise than in the form of
a non-commutable and non-assignable annuity payable from a source
within the United Kingdom or in such other form approved by the Board
of Inland Revenue as the Trustees shall determine. On any such
transfer the Trustees shall obtain a certificate from the trustees of
the other fund or other persons stating
(i) the extent (if any) to which such transfer arises from
employee's contributions and such transfer (to the extent so
certified) shall be deemed to be contributions paid by the
Member to the Scheme and the Trustees shall ensure that
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no part of such transfer as does not arise from employee's
contributions shall be treated for any of the purposes of
the Scheme as Member's contributions
(ii) the name of each person in respect of whom no option to take
a refund of employee's contributions was available under the
other fund by reason of the operation of an Inland Revenue
restriction and unless the Board of Inland Revenue otherwise
agree any option to take a refund of contributions under the
Scheme shall not apply to employee's contributions so
transferred and
(iii) the maximum amount of the transfer payment which may be
taken by each person in the form of a lump sum in connection
with retirement from or leaving service
(e) In the event of a Member of the Scheme becoming a member of any other
fund scheme or arrangement approved by the Board of Inland Revenue for
the purpose of this paragraph (referred to in this paragraph as "the
new fund") the Trustees shall, if requested by the Members so to do,
and provide the rules or other provisions of the new fund permit
acceptance, arrange for the payment to the trustees or other persons
having the management of the new fund of such sum as the Trustees on
the advice of an actuary shall consider appropriate, but
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(i) the Trustees shall not make a payment until they have
ascertained from the trustees of the new fund the basis of
approval of the new fund by the Board of Inland Revenue
(ii) if in respect of any Member the payment of a sum to the new
fund is made no further benefit will be payable under the
Scheme to or in respect to the Member and he shall
accordingly cease to be a Member of the Scheme
(iii) the Trustees may deduct from any such sum an amount not
exceeding the amount of any income tax for which they may be
liable to account to the Board of Inland Revenue in respect
of the payment to the new fund
(iv) the Trustees shall certify to the Trustees of the new fund
any amount included in the payment under this paragraph (a)
which has been treated as being Member's contributions to
the Scheme (which is to be treated in the new fund as
contributions paid to it by the Member) and whether or not
any restriction applies to a refund of contributions in
connection with leaving service under the new fund and (b)
which the Member could have taken under the Scheme in form
of a capital sum and
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(v) the reference in this paragraph to the payment of a sum
shall be deemed to include the transfer in kind of any part
of the assets of the Scheme
(f) If the Scheme is or has at any time been specified in a contracting-
out certificate issued by the Occupational Pensions Board in
accordance with Section 31 of the Pensions Act the Trustees shall in
addition operate and administer the Scheme as a contracted-out scheme
in conformity with Part III of the Pensions Act and in accordance with
the following rules ("the interim contracted-out rules"):
(1) Guaranteed Minimum Pension
--------------------------
(a) The interim contracted-out rules shall apply if any
employment becomes contracted-out employment by
reference to the Scheme and they shall then override
any other provisions of the Scheme which are
inconsistent with them, except the provisions of
clauses 5 to 7 inclusive of the Interim Trust Deed
(b) The words and expressions used in the Interim
contacted-out rules shall have the same meanings as in
the Pensions Act and the expression "contracted-out
member" shall mean an employee whose employment is or
has been contracted-out employment by reference to the
Scheme
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(c) If a contracted-out Member has a guaranteed minimum in
relation to the pension for him under the Scheme in
accordance with Section 35 of The Pensions Act
(i) the Member shall be entitled to receive from the
Scheme from state pension age a pension payable
for the remainder of his lifetime at a rate
equivalent to not less than that guaranteed
minimum, and
(ii) if the Member is a man and dies leaving a widow, a
pension shall be provided for her under the Scheme
at a rate equivalent to not less than half that
guaranteed minimum
(iii) if the Member is a woman and dies leaving a
widower, a pension shall be provided for him under
the Scheme at a rate equivalent to a weekly rate
of not less than half of that part of the Member's
guaranteed minimum which is attributed to earnings
for the tax year 1998/89 and subsequent tax years,
notwithstanding that he might not otherwise be
qualified for a pension, and
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(iv) the guaranteed minimum pensions shall, in so far
as they are attributable to earnings in the tax
years from (and including) 1988/89, be increased
in accordance with the requirements of Section 37A
of the Pensions Act and to the extent of any
orders made under it
(d) Arrangements which satisfy the requirements of the
Pensions Act may be made in respect of any pension for
a contracted-out member or his spouse which, in
accordance with the Pensions Act, is commuted for a
lump sum, suspended, forfeited, transferred or
otherwise terminated or varied
(e) if the commencement of any contracted-out member's
guaranteed minimum pension is postponed for any period
after state pension age, his guaranteed minimum pension
shall be increased as required by Section 35 (6), (6A)
and (6B) of the Pensions Act
(2) Revaluation
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The Trustees shall operate whichever one of the following
provisions (a) (b) and (c) set out below they shall in their
absolute discretion determine -
(a) in the event of any contacted-out member ceasing
to be in contracted-out employment by reference to
the Scheme before state pension age, the
guaranteed minimum in respect of him at state
pension age or at previous death will be
calculated on the basis that the guaranteed
minimum pension which has accrued up to cessation
will be increased by whichever is the lesser of -
(i) 6% per annum compound for each tax year
after that in which contracted-out
employment ceases, up to and including the
last complete tax year before state pension
age or previous death, or
(ii) the percentage by which the earnings factors
for the tax year in which contracted-out
employment ceases are increased by the last
order made
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under Section 21 of the Pensions Act to come
into force before the tax year in which he
reaches state pension age or dies (if
earlier)
(b) in the event of any contracted-out member ceasing
to be in contracted-out employment by reference to
the Scheme before state pension age, the
guaranteed minimum in respect of him at state
pension age or at previous death will be
calculated on the basis that the guaranteed
minimum pension which has accrued up to cessation
will be increased for each tax year after that in
which contracted-out service ceases, up to and
including the last complete tax year before state
pension age or previous death, by such rate as
regulations made under Section 45 (1)(b) of the
Pensions Act specify as being relevant to the date
of cessation
(c) in the event of any contracted-out member ceasing
to be in contracted-out employment by reference to
the Scheme before state
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pension age, the guaranteed minimum in respect
of him at state pension age or at previous death
will be calculated on the basis that the earnings
factors for the tax year in which that
contracted-out employment from which the
guaranteed minimum pension is derived will be
increased in accordance with the last order under
Section 21 of the Pensions Act to come into force
before the tax year in which he reaches state
pension age or in which he dies, if earlier.
The Trustees shall have power from time to time and at any time on giving notice
in writing to the Occupational Pensions Board to substitute, in respect of
Members leaving services after such notification, any one of such provisions for
the one previously operated or any other basis of revaluation which is accepted
by the Occupational Pensions Board.
In relation to a Member in respect of whom a transfer payment has been made on
such member joining the Scheme, the guaranteed minimum in respect of him at
state pension age or at previous death will be calculated in accordance with
whichever one of the foregoing provisions (a), (b) and (c) set out above as the
Trustees shall determine or in accordance with the revaluation provisions used
in the transferring scheme in respect of
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the period while the Member is in pensionable service under this Scheme on terms
which comply with the requirements of regulations 3(3) and (4) of the
Occupational Pension Schemes Contracting-Out (Transfer) Regulations 1985.
If a Member on ceasing to be in contracted-out employment by reference to the
Scheme before the Scheme's normal pension age, has a pension entitlement under
the Scheme in excess of the guaranteed minimum pension, (excluding any part
deriving from a transfer payment received by the Scheme) his pension entitlement
under the Scheme will be increased by the amount of any increase in his
guaranteed minimum pension (excluding any part thereof deriving from a transfer
payment received by the Scheme) due to its revaluation in accordance with the
provisions of this Rule.
(3) Termination of Liability.
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If a state scheme premium is paid in respect of a
contracted-out member under Sections 42 or 44 of the
Pensions Act and the Scheme's liability to provide
guaranteed minimum pension benefits in respect of such
contracted-out member is canceled, the benefits in respect
of the Member under the Scheme shall be reduced accordingly,
and any ancillary benefits (contingent on death or
otherwise) which are related to the amount of guaranteed
minimum pension benefits concerned shall cease to be payable
unless the Trustees in their absolute discretion decide
otherwise.
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4. IF the Scheme is wound up pending the execution of the Definitive Deed,
priority after payment of all costs, charges and expenses which may then be
owing shall be given in the following order to the following liabilities of
the Scheme:-
(a) all pensions and benefits in respect of which entitlement to payment
has already arisen
(b) equivalent pension benefits within the meaning of Section 33 of the
Pensions Act
(c) any guaranteed minimum pensions under part III of the Pensions Act and
any accrued rights to such pensions and
(d) any state scheme premiums as described in Part III of the Pensions Act
(e) benefits for Members and beneficiaries prospectively entitled to
benefits, calculated on the basis that the Members had left service on
the date of winding up.
Any balance remaining shall be repaid to the principal Employer except to
the extent that the Principal Employer and the Trustees shall otherwise
decide.
5. THE Principal Employer may by deed admit to participation in the Scheme any
other person, firm or body corporate or unincorporated so associated with
the Principal Employer that the approval or treatment of the Scheme would
not be prejudiced (in this Deed referred to as "an associated company")
provided that such associated company shall covenant to observe and perform
the provisions of the Scheme so far as they are applicable to such
associated company.
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6. THE Principal Employer may by deed at any time with the consent of the
Trustees alter, amend, extend, modify or add to all or any of the
provisions of this Deed or of the Definitive Deed, whether retrospectively
or otherwise, provided that no such alteration, amendment, modification or
addition shall have the effect of altering the main purpose of the Scheme,
which shall continue to be the provision of relevant benefits (as defined
in Section 612 of the Taxes Act).
7. (a) FOR the purpose of enabling the Scheme to be or continue to be
treated as an exempt approved scheme in accordance with the
provisions of the Taxes Act, the Trustees may give to the Board of
Inland Revenue such undertakings as they see fit and may subject to
the prior approval of the Inland Revenue vary any such undertakings
(b) The provisions of any undertaking which may be given pursuant to this
Deed shall be deemed to be incorporated in this deed and to the
extent that it is inconsistent with any other provisions of the
Scheme (including any apart from this clause which otherwise would
have the effect of overriding it) it shall override that provision.
8. UNLESS the Scheme shall previously have been wound up, the trusts declared
by this Deed, and as later declared and defined by the Definitive Deed,
shall continue for the period of eighty years from the date of this Deed
and such further periods as may then be lawful (which period is declared in
accordance with the provisions of the Perpetuities and Accumulations ▇▇▇
▇▇▇▇ to be the perpetuity period for the purposes of this Deed).
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9. REFERENCE in this Deed to any statutory provision shall include such
provision as re-enacted or amended from time to time and in addition where
appropriate reference to the Pensions Act or a particular provision of the
Pensions Act shall be read and construed as a reference to the Social
Security Pensions (Northern Ireland) Order or the corresponding provision
of it.
THE COMMON SEAL of )
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LIMITED )
was affixed hereto in the presence of:- )
▇▇▇▇▇▇▇ ▇▇▇▇ )
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Director
▇▇▇▇ ▇▇▇▇▇
/s/▇▇▇▇ ▇▇▇▇▇ Secretary
SIGNED SEALED AND DELIVERED by )
▇▇▇ ▇▇▇▇▇▇▇▇ )
/s/▇▇▇ ▇▇▇▇▇▇▇▇
in the presence of:- )
▇▇▇▇ ▇▇▇▇▇
/s/▇▇▇▇ ▇▇▇▇▇
SIGNED SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇▇▇▇ )
/s/▇▇▇▇▇▇▇ ▇▇▇▇
in the presence of:- )
▇▇▇▇ ▇▇▇▇▇
/s/▇▇▇▇ ▇▇▇▇▇
22
DATED 25th SEPTEMBER 1995
THE ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LIMITED
PENSION SCHEME
____________________________________
DEFINITIVE TRUST DEED AND RULES
____________________________________
WE HEREBY CERTIFY THIS TO BE A TRUE
AND CORRECT COPY OF THE ORIGINAL
DATED THE 25TH DAY OF SEPTEMBER, 1995
▇▇▇▇▇▇▇ & CO.
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THIS DEFINITIVE DEED is made the 25th day of September 1995
BETWEEN:
1. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LIMITED whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("The Principal Employer") and
2. ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ ("The Trustees")
WHEREAS:
a) This Deed is supplemental to an Interim Trust Deed dated 17th October 1989
made between the Principal Employer and the Trustees (the "Interim Deed")
which established the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Limited Pension Scheme (the "Scheme").
b) It has not been found possible to execute the Definitive Deed referred to in
the Interim Deed within the period mentioned in it and it has been agreed
that such period shall be extended until the date of this Deed.
c) This Deed is the Definitive Deed referred to in the Interim Deed.
NOW THIS DEED WITNESSES as follows:
1. The Trustees declare that they hold the assets of the Scheme and all
contributions and other moneys paid to them in accordance with the Rules on
trust for the purpose of providing relevant benefits as defined in Section 612
of the Taxes Act in accordance with the Rules from time to time in force.
2. Subject to Clause 3 pursuant to the covenant in the Interim Deed the
Principal Employer and the Trustees declare that the provisions of this Deed and
of the Rules contained in the Schedule shall comprise the provisions of the
Scheme to the entire exclusion of the provisions of the Interim Deed and this
Deed and the Rules shall be deemed to have come into operation as from the
Prescribed Date.
3. Anything done by the Trustees before the date of this Deed which would have
been valid if this deed had then been in force shall be deemed to have been
properly done by the Trustees and they shall be indemnified out of the Fund.
