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EXHIBIT 10.8
PREFORMED LINE PRODUCTS COMPANY
SUPPLEMENTAL PROFIT SHARING PLAN
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TABLE OF CONTENTS
Page
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ARTICLE I 2
ARTICLE II 5
ARTICLE III 6
ARTICLE IV 7
ARTICLE V 7
ARTICLE VI 8
ARTICLE VII 10
ARTICLE VIII 11
ARTICLE IX 13
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PREFORMED LINE PRODUCTS COMPANY
SUPPLEMENTAL PROFIT SHARING PLAN
THIS AGREEMENT, made this 13th day of December, 1995, by Preformed
Line Products Company (the "Company"), an Ohio corporation.
W I T N E S S E T H T H A T:
WHEREAS, the Company desires to establish and maintain a
supplemental retirement plan to provide retirement benefits for certain of its
highly compensated employees whose contributions under the Preformed Line
Products Company Salaried Employees' Profit Sharing Plan and Trust (As Amended
and Restated Effective January 1, 1989) are limited by Sections 401(a)(17) and
404(a)(3) and/or Section 415(c)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"). By providing such supplemental benefits, the Plan is
intended to treat the eligible employees as if they were unaffected by the Code
limitations as described above; and
WHEREAS, the Board of Directors of the Company has duly
authorized the aforesaid actions and execution of this Agreement;
NOW, THEREFORE, the Company hereby adopts the supplemental
retirement plan provided for under this Agreement effective as of January 1,
1995, under the following terms and conditions.
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ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS
1.1 Definitions. Unless the context requires otherwise, the terms defined
in this Article shall have the following respective meanings:
(a) "Account" means the bookkeeping account described in Section 3.1
hereof under which benefits and income are credited on behalf of a Participant.
(b) "Beneficiary" means any person who becomes entitled to receive any
distribution hereunder by reason of the death of a Participant. Notwithstanding
the foregoing sentence, a Participant's Beneficiary for purposes of this Plan
shall be the beneficiary as determined under the Profit Sharing Plan for death
benefits payable thereunder.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(d) "Company" means Preformed Line Products Company, or any successor
thereto which expressly adopts this Plan.
(e) "Committee" means the Plan Committee described in Article VI
hereof.
(f) "Compensation" means an Eligible Employee's compensation for a Plan
Year, as defined in the Profit Sharing Plan, but without application of the Code
Section 401(a)(17) limitation on compensation.
(g) "Effective Date" of this Plan means January 1, 1995.
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(h) "Eligible Employee" means any employee of an Employer who meets all of
the requirements of Section 2.1 of the Plan.
(i) "ERISA" means The Employee Retirement Income Security Act of 1974, as
amended.
(j) "Employer" means the Company and any other corporation which shall
elect, with the consent of the Company, to participate in the Plan in the manner
described in Section 2.3, or any successor corporation which shall adopt the
Plan. If any such corporation shall terminate its participation in the Plan,
such corporation shall cease to be an Employer.
(k) "Participant" means any Eligible Employee who meets the eligibility
requirements for participation in the Plan as set forth in Article II and who
earns or accrues benefits under this Plan.
(l) "Plan" means the "Preformed Line Products Company Supplemental Profit
Sharing Plan" as set forth herein, as such Plan may be amended from time to
time.
(m) "Plan Year" means the period of time commencing on any January 1 and
ending on the following December 31.
(n) "Profit Sharing Plan" means the Preformed Line Products Company
Salaried Employees' Profit Sharing Plan and Trust (As Amended and Restated
Effective January 1, 1989), as such Profit Sharing Plan may be amended from time
to time.
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(o) "Valuation Date" means each business day as of which the value of the
trust fund under the Profit Sharing Plan is determined.
1.2 General Provisions. The masculine wherever used herein shall include
the feminine; singular and plural forms are interchangeable. Certain terms of
more limited application have been defined in the provisions to which they are
principally applicable. The division of the Plan into Articles and Sections with
captions has been done for convenience only and is not to be taken as limiting
or extending the meaning of any of its provisions.
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ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility to Participate in the Plan. In order to become eligible to
participate in this Plan, an individual must be (i) an employee of an Employer;
(ii) a participant under the Profit Sharing Plan; and (iii) among a select group
of management or highly compensated employees within the meaning of Sections
201(2), 301(a)(3), and 401(a)(1) of ERISA. Once an Eligible Employee becomes a
Participant, such individual shall continue to be a Participant until the latest
to occur of failure to meet at least one of the three conditions described
above, or the complete distribution to the Participant (or Beneficiary, if
applicable) of his benefits under the Plan. In order to receive an allocation
under the Plan, however, a Participant must meet the criteria described in this
Section 2.1 and also must meet the requirements of Sections 2.2.
2.2 Eligibility for Allocation of Benefits Under Section 3.1. In order to
receive an allocation of benefits under Section 3.1 for a particular Plan Year,
an Eligible Employee must have Company contribution allocations for such Plan
Year under the Profit Sharing Plan limited or reduced by reason of application
of the limitations of Code Sections 401(a)(17), 404(a)(3) and/or Section
415(c)(1).
2.3 Participation by Other Employers. With the consent of the Company, any
corporation which is a member of the same controlled group as the Company
(within the meaning of Code Section 1563(a)) may become a participating employer
under the Plan by executing and delivering such instruments and taking such
other action as may be necessary or desirable to put the Plan into effect with
respect to such corporation.
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ARTICLE III
SUPPLEMENTAL BENEFITS
3.1 Benefit Allocations Related to the Profit Sharing Plan.
(a) For a particular Plan Year, a Participant shall have
credited or allocated to his Account under the Plan a benefit
equal to the difference between (i) and (ii) where:
(i) equals the amount of Company contributions that the
Participant otherwise would have had allocated to his
account under the Profit Sharing Plan for such Plan Year
(A) if the Participant's compensation under the Profit
Sharing Plan for such Plan Year had not been limited by
reason of Code Sections 401(a)(17) and 404(a)(3); and/or
(B) were it not for the limitations applied under Code
Section 415(c)(1); and
(ii) equals the Company contributions actually allocated
to the Participant's Account under the Profit Sharing
Plan for such Plan Year.
(b) Amounts will be credited or allocated to Accounts of
Participants under Section 3.1(a) at such time, and in such
manner, as they would have been allocated under the Profit
Sharing Plan; subject to the rights of the Committee to
establish such rules and procedures as described in Section
6.2.
3.2 Interest Equivalents. Within 30 days following the last day of each
Plan Year, the Committee will credit to each Participant's Account,
as of the January 1 immediately following such Plan Year end, a
dollar amount equal to the yield on one-year United States Treasury
bills plus one percentage point, applied to the Participant's
Account balance on the last day of the immediately preceding Plan
Year. If amounts are to be
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distributed to a Participant in the form of a single sum payment
prior to the January 1 following the Plan Year during which the
Participant is entitled to receive a distribution of his Plan
Account, the Committee shall credit to the Participant's Account, a
pro rata portion of the yearly interest equivalent through the date
of such Participant's distribution.
ARTICLE IV
VESTING
Amounts allocated under Section 3.1(a) shall vest immediately upon
allocation and shall be nonforfeitable at such time.
ARTICLE V
DISTRIBUTION OF BENEFITS
Benefits accrued under Section 3.1 shall be paid or distributed, in cash,
in such manner, at such time, and to such person(s) as prescribed under the
terms of the Profit Sharing Plan which would have been applicable if such
benefits actually were paid under or by the Profit Sharing Plan. Notwithstanding
the foregoing provisions of this Article V, the Board of Directors of the
Company shall have the right to vary the form and commencement date for payment
of Plan benefits and to make such distributions in such form and at such time as
it determines, in its sole discretion, to be appropriate with respect to the
particular Participant.
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ARTICLE VI
PLAN ADMINISTRATION
6.1 Administration. The Plan shall be administered by the Committee as an
unfunded deferred compensation plan that is not intended to meet the
qualification requirements of Code Section 401.
6.2 Plan Committee. The Plan shall be administered by the Advisory
Committee designated and serving as such pursuant to Article IX of the Profit
Sharing Plan. No member of the Committee shall act or participate in any action
of the Committee directly affecting his own Account under the Plan that is not
of general application to all Participants. The Committee is authorized to
interpret the Plan and, from time to time, may adopt such rules and regulations,
consistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.
The Committee will operate and administer the Plan and shall have all
powers necessary to accomplish that purpose, including, but not limited to, the
discretionary authority to interpret the Plan, the discretionary authority to
determine all questions relating to the rights and status of Eligible Employees
and Participants, and the discretionary authority to make such rules and
regulations for the administration of the Plan as are not inconsistent with the
terms and provisions hereof, as well as such other authority and powers relating
to the administration of the Plan, except such as are reserved by the Plan to
the Board of Directors of the Company. All decisions made by the Committee shall
be final.
Without limiting the powers set forth herein, the Committee shall have the
power (i) with the consent of the Board of Directors of the Company to change or
waive any requirements of the Plan to conform with law or to meet special
circumstances not anticipated or covered in the Plan; (ii) to determine the
times and places for holding meetings of the Committee and the notice to be
given of such
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meetings; (iii) to employee such agents and assistants, such counsel (who may be
of counsel to the Company herein), and such clerical and other services as the
Committee may require in carrying out the provisions of the Plan; and (iv) to
authorize one or more of their number or any agent to execute or deliver any
instrument on behalf of the Committee.
The members of the Committee, and the Company and its officers and
directors, shall be entitled to rely upon all valuations, certificates and
reports furnished by any funding agent, upon all certificates and reports made
by an accountant and upon all opinions given by any legal counsel selected or
approved by the Committee, and the members of the Committee and the Company and
its officers and directors shall, except as otherwise provided by law, be fully
protected in respect of any action taken or suffered by them in good faith in
reliance upon any such valuations, certificates, reports, opinions or other
advice of a funding agent or any such accountant or counsel.
6.3 Statement of Participant's Account. The Committee shall, as soon as
practicable after the end of each Plan Year, mail to each Participant a
statement setting forth the Account of such Participant under Section 3.1 as of
the end of such Plan Year. Such statement shall be deemed to have been accepted
as correct unless written notice to the contrary is received by the Committee
within thirty (30) days after the mailing of such statement to the Participant.
6.4 Filing Claims. Any Participant or Beneficiary entitled to benefits
under the Plan shall be required to file a written claim request with the
Committee with respect to benefits under the Plan on such forms and in such
manner as the Committee shall prescribe.
6.5 Payment of Expenses. All costs and expenses incurred in
administering the Plan shall be paid as determined by the Company.
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ARTICLE VII
AMENDMENT AND TERMINATION
7.1 Amendment. The Company has reserved, and does hereby reserve, the
right at any time and from time to time by written action of its Board of
Directors (or by written action of an officer or officers of the Company to whom
the Board of Directors has delegated the authority to amend the provisions of
the Plan) to amend, modify or alter any or all of the provisions of the Plan
without the consent of any other Employer or of the Eligible Employees or
Participants or any other person; provided, however, that no amendment shall
operate retroactively so as to affect adversely any rights to which a
Participant may be entitled under the provisions of the Plan as in effect prior
to such action. Any such amendment, modification or alteration shall be
expressed in an instrument executed by an authorized officer or officers of the
Company, and shall become effective as of the date designated in such
instrument. A copy of any such amendment to the Plan shall be delivered to any
other Employer as soon as practicable following its adoption.
7.2 Termination. The Company reserves the right to suspend, discontinue or
terminate the Plan, at any time in whole or in part by written action of its
Board of Directors, effective as of the date designated, in such written action
without the consent of any other Employer or of the Eligible Employees or
Participants or any other person. A copy of such written action to suspend,
discontinue or terminate the Plan shall be delivered to any other Employer as
soon as practicable following its adoption. Any Employer may terminate its
participation in the Plan at any time by providing written notice thereof to the
Company; provided, however, that no termination shall operate retroactively so
as to adversely affect any rights to which a Participant may be entitled under
the provisions of the Plan as in effect prior to such action.
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ARTICLE VIII
CLAIMS PROCEDURE
8.01 Filing Claims. Any Participant, beneficiary or other individual
(hereinafter a "Claimant") entitled to benefits under the Plan, or otherwise
eligible to participate herein, shall be required to file a written claim with
the Committee (or its designee) requesting payment or distribution of such Plan
benefits (or written confirmation of Plan eligibility, as the case may be), on
such form and in such manner as the Committee shall prescribe. Unless and until
a Claimant makes proper application for benefits, in accordance with the rules
and procedures established by the Committee, he shall have no right to receive
benefit payments under the Plan.
8.02 Notification to Claimant. If a Claimant's request is wholly or
partially denied, the Committee (or its designee) shall, within ninety (90)
days, furnish to such Claimant a written notice of its decision. Such notices
shall be written in a manner calculated to be understood by such Claimant, and
shall contain at least the following information:
(a) The specific reason or reasons for the denial;
(b) specific reference to pertinent Plan provisions upon which the
denial is based;
(c) A description of any additional material or information
necessary for such Claimant to perfect his claim, and an explanation
of why such material or information is necessary; and
(d) An explanation of the Plan's claim review procedure describing
the steps to be taken by such Claimant, if he wishes to submit his
claim for review.
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8.03 Review Procedure. Within sixty (60) days after the receipt of
such notice from the Committee, such Claimant, or the duly authorized
representative thereof, may request, by written application to the Plan, a
review by the Committee of the decision denying the payment of benefits. In
connection with such review, such Claimant, or duly authorized representative
thereof, shall be entitled to receive any and all documents pertinent to the
claim or its denial and shall also be entitled to submit issues and comments in
writing. The decision of the Committee upon such review shall be made promptly
and not later than sixty (60) days after the receipt of such request for review,
unless special circumstances require an extension of time for processing, in
which case a decision shall be rendered as soon as possible, but not later than
one hundred twenty (120) days after the Committee's receipt of a request for
review. The decision on review shall be in writing and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.
8.04 Mandatory Dispute Resolution. In the event the Claimant is not
satisfied with the Committee's written decision on appeal, the Claimant shall,
within thirty (30) days of such written decision, submit to the Committee a
statement disagreeing with the decision and requesting arbitration. Failure to
timely submit such a statement will cause the Committee's decision on appeal to
be final, conclusive, and binding on the Claimant and his heirs and assigns.
Within thirty (30) days of receipt of such notification, the Committee shall
submit such claim to binding arbitration and mediation by an independent
arbitrator. Provided the proposed alternative dispute resolution procedure is
consistent with procedures established by the American Arbitration Association,
the outcome of the proposed alternative procedures shall be final, conclusive
and binding on the Claimant, the Plan, the Committee, the Employer and any other
parties to the dispute, claim or controversy.
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An arbitrator functioning in accordance with this Section shall have
no power to add to or subtract from or to modify any of the terms of this Plan
or any amendments thereto. The expenses of an arbitrator appointed in accordance
with this Section shall be borne 50 percent by the Plan and 50 percent by the
Claimant. Similarly, all Committee expenses relating to the arbitration shall be
borne by the Plan and all Claimant expenses shall be borne by the Claimant.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 Employment Relationship. Nothing in the adoption or maintenance of
this Plan shall confer on any Participant the right to continued employment by
the Employer or an affiliated or subsidiary corporation of the Employer, or
affect in any way the right of the Employer or such affiliate or subsidiary to
terminate his employment at any time. Any question as to whether and when there
has been a termination of a Participant's employment, and the cause of such
termination, shall be determined by the Committee, and its determination shall
be final.
9.2 Facility of Payments. Whenever, in the opinion of the Committee, a
person entitled to receive any payment, or installment thereof, is under a legal
disability or is unable to manage his financial affairs, the Committee shall
have the discretionary authority to direct payments to such person's legal
representative or to a relative or friend of such person for his benefit;
alternatively, the Committee may in its discretion apply the payment for the
benefit of such person in such manner as the Committee deems advisable. Any such
payment or application of benefits made in good faith in accordance with the
provisions of this Section shall be a complete discharge of any liability of the
Committee with respect to such payment or application of benefits.
9.3 Funding. All benefits under this Plan are unfunded and the Company
shall not be required to establish any special or separate fund nor to make any
other segregation of assets in order to
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assure the payment of any amounts under the Plan; provided, however, that in
order to provide a source of payment for its obligations under the Plan, the
Company may establish a trust fund. The right of a Participant or his
Beneficiary to receive a distribution hereunder shall be an unsecured claim
against the general assets of the Employer, and neither the Participant nor his
Beneficiary shall have any rights in or against any amounts credited under this
Plan or any other specific assets of the Employer. All amounts credited under
this Plan to the benefit of a Participant shall constitute general assets of the
Employer and may be disposed of by the Employer at such time and for such
purposes as it may deem appropriate.
9.4 Anti-Assignment. No right or benefit under this Plan shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or charge;
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit shall be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled to
such benefits. If a Participant, a Participant's spouse, or any Beneficiary
should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to benefits under this Plan, than those rights, in
the discretion of the Committee, shall cease. In this case, the Committee may
hold or apply the benefits at issue or any part thereof for the benefit of the
Participant, the Participant's spouse, or Beneficiary in such manner as the
Committee may deem proper.
9.5 Unclaimed Interests. If the Committee shall at any time be unable to
make distribution or payment of benefits hereunder to a Participant or any
Beneficiary of a Participant by reason of the fact that his whereabouts is
unknown, the Committee shall so certify, and thereafter the Committee shall
attempt to locate such missing person. If such person continues missing for a
period of three years following such certification, the interest of such
Participant in the Plan shall, in the discretion of the Committee, be
distributed to the Beneficiary of such missing person.
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9.6 References to Code, Statutes and Regulations. Any and all references
in this Plan to any provision of the Code, ERISA, or any other statute, law,
regulation, ruling or order shall be deemed to refer also to any successor
statute, law, regulation, ruling or order.
9.7 Liability. The Company, and its directors, officers and employees,
shall be free from liability, joint or several, for personal acts, omissions,
and conduct, and for the acts, omissions and conduct of duly constituted agents,
in the administration of this Plan, except to the extent that the effects and
consequences of such personal acts, omissions or conduct shall result from
willful misconduct.
9.8 Company As Agent for Employers. Each corporation which shall become a
participating employer pursuant to Section 2.4 by so doing shall be deemed to
have appointed the Company its agent to exercise on its behalf all of the powers
and authority hereby conferred upon the Company by the terms of the Plan,
including but not limited to the power to amend and terminate the Plan. The
Company's authority shall continue unless and until the Employer terminates its
participation in the Plan.
9.9 Governing Law; Severability. The Plan shall be construed according to
the laws of the State of Ohio, and all provisions hereof shall be administered
according to the laws of that State, except to the extent preempted by federal
law. In the event that any one or more of the provisions of this Plan shall for
any reason be held to be invalid, illegal, or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Plan, but this Plan shall be construed as if such invalid, illegal, or
unenforceable provisions had never been contained herein, and there shall be
deemed substituted such other provision as will most nearly accomplish the
intent of the parties to the extent permitted by applicable law.
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9.10 Taxes. The Employer shall be entitled to withhold any taxes from any
distribution hereunder as it believes necessary, appropriate, or required under
relevant law.
IN WITNESS WHEREOF, PREFORMED LINE PRODUCTS COMPANY, by action of
its Board of Directors, has duly adopted the Preformed Line Products Company
Supplemental Retirement Plan effective as of the 13th day of December, 1995.
PREFORMED LINE PRODUCTS COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title Vice President - Finance
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