EXHIBIT 10.11
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Supplemental Executive Retirement Plan (the "SERP") is entered into
this 16th day of November, 2001, between ▇▇▇▇▇ Corporation (the "Company") and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Executive"):
1. Objectives. This SERP is intended to provide for a payment after
retirement to the Executive, who is currently a Group Vice President of ▇. ▇.
▇▇▇▇▇ Co., in recognition of his past and future years of service with the
Company and the limitations imposed on his and the Company's contributions to
the Company's Profit Sharing Plan.
2. Bookkeeping Account. The Company shall cause a bookkeeping reserve
account (the "Account") to be established for the Executive solely as a device
for determining the amounts which may become payable to the Executive
thereunder. Such Account shall not constitute or be treated as a trust fund of
any kind, it being expressly provided that the amounts credited to the Account
shall at all times be and remain the sole property of the Company. The Executive
shall have no proprietary rights of any nature with respect thereto, unless and
until such time as a payment thereof is made to the Executive (or beneficiary)
as provided herein. Amounts shall be credited to the Executive's Account as
follows:
(a) Provided only that the Executive is in the employment of the Company
as of July 31, 2001, $50,000 shall be credited to the Account. If the Executive
is in the employment of the Company as of July 31, 2002, an additional $50,000
shall be credited to the Account and an additional $50,000 shall be credited to
the Account as of July 31, 2003, 2004 and 2005 if the Executive is in the
employment of the Company as of those dates.
(b) Interest shall accrue on the balance in the Executive's Account at the
prime rate (base rate on corporate loans) in effect July 31 of each year as
reported by the principal bank or financial institution with which the Company
is doing business, and shall be credited to the Account annually as of July 31
of each year, until all distributions to which the Executive, the Executive's
estate or beneficiary is entitled, shall have been made. However, the interest
rate used shall never be less than six percent (6%) or more than ten percent
(10%). If a lump sum amount distribution is made as of a date other than July
31, interest shall be credited to the Account as of such payment date based on
the interest rate for the prior July 31.
3. Vesting. The Executive shall at all times have a 100% vested interest
in the Account balance established for the Executive under this SERP.
4. Benefit Payment.
(a) Payment shall be made over a 10 year period commencing on August
1 of the year following the Executive's termination of employment with the
Company (the "First Payment Date"), with the first payment being one-tenth of
the amount credited to the Executive's Account, and thereafter an amount shall
be paid to the Executive as of the first day of each August thereafter in an
amount equal, as nearly as possible, to the amount paid on the First Payment
Date plus any interest credited to the Account in the period intervening since
the last payment, until a total of ten payments have been made. Such 10
payments, regardless of the total amount thereof, shall constitute full payment
of all amounts due the Executive under this SERP.
(b) The Executive shall have the right to designate a beneficiary or
beneficiaries to receive a distribution with respect to any potion of such
Executive's Account remaining unpaid at the Executive's death. Such designation
shall be effected by filing written notification with the Company in the form
prescribed by it and may be changed from time to time by similar action. If the
Executive fails to make such a designation, any such distribution shall be paid
to the Executive's estate or its successors. The amount remaining in the Account
shall be paid to the beneficiary or the Executive's estate for the balance of
the applicable ten year period in the same manner and amount as it would have
been paid to the Executive.
(c) The Company may, in its uncontrolled discretion, and in lieu of
the annual payments provided for in this paragraph and upon such terms and
conditions as the Board of Directors of the Company may determine, pay the
Executive or his beneficiary the amount credited to the Account (1) in larger
installments, including a lump sum, or (2) in some other manner; provided,
however, that the payments cannot be made in smaller amounts or over a period
longer than provided in paragraph 4(a), without the Executive's consent.
5. Claim Procedure. The Company shall provide adequate notice in writing
to the Executive or the Executive's beneficiary (a "Claimant") if any claim for
benefits under this SERP has been denied setting forth specific reasons for such
denial and advising the Claimant of the procedures to be followed to obtain a
full and fair review by the Company or some other fiduciary named by it of the
decision denying the claim. The Company or such other named fiduciary, acting as
administrator for this SERP, shall have full and complete discretionary
authority to construe and interpret this SERP, to adopt and modify claim
procedure rules, and to decide any matter presented through the claim review
procedure. Any final decision on review by such Administrator in good faith and
in the exercise of its discretionary authority shall be final and binding on all
parties and not subject to reversal if challenged in litigation unless proven to
be arbitrary and capricious based on the evidence considered by the
administrator at the time of such final decision.
6. Miscellaneous.
(a) Neither the Company nor the Executive nor any beneficiary shall have
the power to transfer, assign, encumber, commute or anticipate any amounts
payable hereunder.
(b) The Company shall have the right to withhold from any amounts payable
hereunder, or any amounts otherwise payable, any taxes or other amounts required
by any governmental authority to be withheld.
(c) Every person receiving or claiming payments under this SERP shall be
conclusively presumed to be mentally competent until the date on which the
Company receives a written notice, in a form and manner acceptable to it, that
such person is incompetent and that a guardian, conservator, or other person
legally vested with the care of such person's estate has been appointed. In the
event a guardian or conservator of the estate of any person receiving or
claiming payments under this SERP shall be appointed by a court of competent
jurisdiction, payments may be made to such guardian or conservator provided that
proper proof of appointment and continuing qualification is furnished in a form
and manner acceptable to the Company. Any such payment so made shall be a
complete discharge of any liability therefor.
(d) Participation in this SERP or the payment of any benefits thereunder,
shall not be construed as giving to the Executive any right to be retained in
the service of the Company or its subsidiaries, limiting in any way the right of
the Company or its subsidiaries to terminate the Executive's employment at any
time, evidencing any agreement or understanding, express or implied, that the
Company or its subsidiaries will employ the Executive in any particular position
or at any particular rate of compensation and/or guaranteeing the Executive any
right to receive a salary increase in any year, such increase being granted only
at the sole discretion of the Board.
(e) None of the payments made hereunder shall be taken into account under
any other pension, profit sharing or welfare benefit plan or program of the
Company.
(f) The schedule attached is an example of the anticipated Contributions,
Interest and Payments to be made provided that the Executive's employment
terminates on December 31, 2005.
▇. ▇. ▇▇▇▇▇ CO.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇ CO.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -SERP
Fiscal
Year Contribution 8% Interest Payment Balance
---- ------------ ----------- ------- -------
7/31/01 $ 50,000 $ 50,000
7/31/02 50,000 $ 4,000 104,000
7/31/03 50,000 8,320 162,320
7/31/04 50,000 12,986 225,306
7/31/05 50,000 18,024 293,330
8/01/06 23,466 31,680 285,116
8/01/07 22,809 54,489 253,436
8/01/08 20,275 51,955 221,756
8/01/09 17,740 49,420 190,076
8/01/10 15,206 46,886 158,396
8/01/11 12,672 44,352 126,716
8/01/12 10,137 41,817 95,036
8/01/13 7,603 39,283 63,356
8/01/14 5,068 36,748 31,676
8/01/15 2,534 34,210 -0-
$ 250,000 $180,840 $430,840