EXHIBIT 10.12
▇▇▇▇▇▇▇▇▇ CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(AMENDED AND RESTATED)
▇▇▇▇▇▇▇▇▇ CORPORATION
TABLE OF CONTENTS
ARTICLE I - INTRODUCTION I-1
1.01 Purpose I-1
1.02 Effective Date and Term I-1
1.03 Participation I-1
1.04 Participation Agreement I-1
1.05 Applicability of ERISA I-2
ARTICLE I - DEFINITIONS II-1
2.01 Affiliated Company II-1
2.02 Average Monthly Compensation II-1
2.03 Benefit Accrual Percentage II-1
2.04 Board; Board of Directors II-1
2.05 Change in Control II-1
2.06 Code II-2
2.07 Committee II-2
2.08 Compensation II-2
2.09 Covered Employer II-2
2.10 Defined Benefit Plan II-3
2.11 Early Retirement II-3
2.12 Effective Date II-3
2.13 ERISA II-3
2.14 50% Joint and Survivor Annuity II-3
2.15 401(k) Plan II-3
2.16 Full-Time Employment II-3
2.17 Normal Benefit Date II-3
2.18 Normal Benefit Form II-4
2.19 Normal Retirement II-4
2.20 Participant II-4
2.21 Payment Commencement Date II-4
2.22 Plan II-4
2.23 Retirement; Retirement Date II-4
2.24 Service Years II-5
2.25 Single Life Annuity II-5
2.26 Specified Rate II-5
2.27 Sponsor II-5
2.28 Spouse II-5
2.29 Termination II-5
2.30 Termination Date II-6
2.31 Termination for Cause II-6
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▇▇▇▇▇▇▇▇▇ CORPORATION
TABLE OF CONTENTS
ARTICLE III - ADMINISTRATION OF THE PLAN III-1
3.01 Administration III-1
3.02 Board and Committee Authority; Rules and Regulations III-1
3.03 Appointment of Agents III-1
3.04 Leave of Absence III-2
3.05 Actuarial Assumptions III-2
ARTICLE IV - BENEFITS IV-1
4.01 Eligibility and Vesting IV-1
4.02 Form of Supplemental Benefit IV-1
4.03 Payment of Supplemental Benefit IV-2
4.04 Monthly Annuity Amount IV-2
4.05 Target Monthly Benefit IV-2
4.06 Monthly Offset Amount IV-3
4.07 Special Rules for Early Retirement IV-7
4.08 Termination other than Early or Normal Retirement IV-7
4.09 Termination of Plan Participation IV-7
4.10 Disability IV-8
4.11 Change of Control IV-8
4.12 Termination for Cause IV-8
ARTICLE V - DEATH OF A PARTICIPANT V-1
5.01 Termination by Reason of Death V-1
5.02 Form and Payment of Death Benefit V-1
5.03 Monthly Death Benefit Amount V-1
ARTICLE VI - MISCELLANEOUS PROVISIONS VI-1
6.01 Payments During Incapacity VI-1
6.02 Prohibition Against Assignment VI-1
6.03 Binding Effect VI-1
6.04 No Transfer of Interest VI-1
6.05 Amendment or Termination of the Plan VI-2
6.06 No Right to Employment VI-2
6.07 Notices VI-2
6.08 Governing Law VI-3
6.09 Titles and Headings; Gender of Terms VI-3
6.10 Severability VI-3
6.11 Tax Effect of Plan VI-3
6.12 Entire Agreement VI-4
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▇▇▇▇▇▇▇▇▇ CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
INTRODUCTION
1.01 PURPOSE. The ▇▇▇▇▇▇▇▇▇ Corporation Supplemental Executive Retirement
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Plan was originally established by the Board of Directors of the Sponsor to
enable the Sponsor and such Affiliated Companies to attract, retain and motivate
selected executives of the Sponsor and such Affiliated Companies by providing to
such executives certain additional retirement income as more fully set forth
herein. The Plan is hereby amended and restated to make certain technical
corrections and clarifications.
1.02 EFFECTIVE DATE AND TERM. The amended and restated Plan is adopted
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effective as of January 1, 1996, and shall continue in effect until terminated
by the Board of Directors.
1.03 PARTICIPATION. Participation in this Plan is open only to those
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executives of the Sponsor or any Affiliated Company who are selected for
participation in the Plan by the President of the Sponsor and approved by the
Board of Directors. The participation in this Plan by any such executive, and
the payment of any benefits under this Plan to any such executive, shall be
governed by the terms of this Plan and by the terms of the Participation
Agreement entered into by such executive with respect to this Plan pursuant to
Section 1.04 hereof. Participation in this Plan shall constitute a waiver of
all rights to benefits under the ▇▇▇▇▇▇▇▇▇ Corporation Supplemental Benefit Plan
and the ▇▇▇▇▇▇▇▇▇ Corporation Excess Benefit Plan.
1.04 PARTICIPATION AGREEMENT. As a condition to the commencement of
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participation in this Plan, each executive selected and approved for
participation in the Plan as provided in Section 1.03 hereof shall enter into an
agreement covering such executive's participation in the Plan (a "Participation
Agreement"), which agreement shall be executed by the Sponsor and such executive
and, if such executive is employed by an Affiliated Company, such Affiliated
Company. Each Participation Agreement shall include such terms and conditions
relating to the executive's participation in the Plan as the President of the
Sponsor may deem appropriate.
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Participation in this Plan shall constitute a waiver of all rights to benefits
under the ▇▇▇▇▇▇▇▇▇ Corporation Supplemental Benefit Plan and the ▇▇▇▇▇▇▇▇▇
Corporation Excess Benefit Plan.
1.05 APPLICABILITY OF ERISA. This Plan is intended to be a "top-hat" plan
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- that is, an unfunded plan maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees within the meaning of ERISA.
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ARTICLE II
DEFINITIONS
2.01 AFFILIATED COMPANY. "Affiliated Company" means only ▇▇▇▇▇▇▇▇▇
------------------
Corporation, a Delaware corporation, and such other affiliates, if any, of the
Sponsor as the Board may from time to time expressly designate as having the
status of an Affiliated Company for purposes of this Plan.
2.02 AVERAGE MONTHLY COMPENSATION. "Average Monthly Compensation" means,
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with respect to any Participant and as of any date of reference (the
"Determination Date"), the quotient obtained by dividing (a) the highest
aggregate amount of Compensation earned by such Participant during any
consecutive 36-month period prior to (or ending on) such Determination Date, by
(b) a factor of 36. Notwithstanding the preceding sentence, in the case of a
Participant who, as of any applicable Determination Date, has not been employed
by one or more Covered Employers during at least the consecutive 36-month period
ending on such Determination Date, such participant's Average Monthly
Compensation as of such Determination Date shall be the quotient obtained by
dividing (i) the total amount of Compensation earned by such Participant prior
to (and including) such Determination Date, by (ii) a factor equal to the number
of months prior to (and including) such Determination Date during which such
Participant was employed by a Covered Employer.
2.03 BENEFIT ACCRUAL PERCENTAGE. "Benefit Accrual Percentage" means, with
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respect to any Participant and as of any date of reference, the percentage
obtained by multiplying (a) 60%, by (b) a fraction (not to exceed 1) having a
numerator equal to such Participant's Service Years (determined as of such
reference date), and having a denominator equal to the greater of fifteen years
or the total number of Service Years such Participant would have if such
Participant continued in the employ of Sponsor uninterrupted through Normal
Retirement.
2.04 BOARD; BOARD OF DIRECTORS. "Board" and "Board of Directors" each
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mean the board of directors of the Sponsor.
2.05 CHANGE IN CONTROL. "Change in Control" means (1) any consolidation
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or merger of the Sponsor in which the Sponsor is not the surviving corporation,
other than a merger of the Sponsor in which the holders of common stock or
assets of the Sponsor immediately prior to the
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merger have the same proportionate ownership of the surviving corporation
immediately after the merger; or (2) any sale, lease exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Sponsor; or (3) during any period of two
consecutive years, the individuals who at the beginning of such period
constitute the Board of Directors of the Sponsor cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Sponsor's shareholders, of each new director was approved by
a vote of at least two-thirds of the directors still in office who were
directors at the beginning of that period; or (4) the acquisition after the date
hereof by any person (as such term is used in section 13(d) and 14(d) of the
Securities and Exchange Act of 1934, as amended, but excluding the Sponsor and
any Affiliated Company) that results in such person holding directly or
indirectly 20% or more of the combined voting power of the then outstanding
securities of the Sponsor as a result of a tender or exchange offer, open market
purchase(s), privately-negotiated purchase(s) or otherwise; or (5) the
acquisition by any person(s), firm(s), employee benefit plan(s) or
corporation(s) of direct or indirect ownership of 20% or more of the assets of
the Sponsor which do not own at least 10% of the assets of the Sponsor as of
January 1, 1996.
2.06 CODE. "Code" means the Internal Revenue Code of 1986, as amended.
----
2.07 COMMITTEE. "Committee" means the committee (if any) that the Board
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appoints to administer this Plan as set forth in Section 3.01 hereof, provided,
however, the Committee shall contain at least one non-employee.
2.08 COMPENSATION. "Compensation" means, with respect to any Participant,
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the base salary paid to such Participant by any Covered Employer, including any
amounts not currently includible in such Participant's gross income by reason of
any amount deferred for the period pursuant to any non-qualified deferred
compensation arrangement between the Participant and any Covered Employer or,
Code Section 402(e)(3) and/or Code Section 125. Except as provided in the
following sentence, Compensation shall also include any annual or other short
term bonus paid by any Covered Employer to a Participant other than any bonus
paid to a Participant who is a division manager. Notwithstanding the foregoing,
the Committee shall have the sole and absolute discretion to determine, at the
time of any award under a bonus plan, or the payment of any bonus, that such
bonus does not constitute Compensation for purposes of this Plan.
2.09 COVERED EMPLOYER. "Covered Employer" means and includes both (a) the
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Sponsor, and (b) any Affiliated Company.
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2.10 DEFINED BENEFIT PLAN. "Defined Benefit Plan" means the ▇▇▇▇▇▇▇▇▇
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Corporation Employees' Pension Plan, which was frozen effective as of October
31, 1994.
2.11 EARLY RETIREMENT. "Early Retirement" means, with respect to any
----------------
Participant, any Retirement of such Participant other than Normal Retirement,
which occurs before the Participant attains age 65, and on or after the date
Participant has attained age 55 and completed at least 10 Service Years. The
Participant shall specify the date on which he wishes to commence Early
Retirement in a written request for benefits to the Board.
2.12 EFFECTIVE DATE. "Effective Date" means January 1, 1996.
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2.13 ERISA. "ERISA" means the Employee Retirement Income Security Act of
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1974, as amended.
2.14 50% JOINT AND SURVIVOR ANNUITY. "50% Joint and Survivor Annuity"
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means an annuity which (a) provides a specified level monthly benefit during the
life of the primary beneficiary, and (b) following the death of the primary
beneficiary, provides a level monthly benefit to, and during the remaining life
of, such primary beneficiary's surviving spouse (if any) equal to 50% of the
monthly benefit provided to such primary beneficiary.
2.15 401(K) PLAN. "401(k) Plan" means the ▇▇▇▇▇▇▇▇▇ Corporation
-----------
Partnership Plan, as such Plan is in effect as of the Effective Date hereof and
as it may be amended from time to time hereafter.
2.16 FULL-TIME EMPLOYMENT. "Full-Time Employment" means, with respect to
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any Participant, any employment or independent contractor relationship with any
organization or person, whether or not the Sponsor or an Affiliated Company,
pursuant to which such Participant performs services on a regular and continuous
basis, provided, however, that any such relationship shall not constitute Full-
Time Employment unless the Participant devotes at least an average of 35 hours
per week to the performance of services pursuant to such relationship. For
purposes of determining as of any given date whether the Participant meets the
35-hour requirement set forth in the preceding sentence, no more than the three-
month period immediately preceding such given date shall be taken into account.
2.17 NORMAL BENEFIT DATE. "Normal Benefit Date" means, with respect to
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any Participant, the ninetieth (90th) day immediately following the day upon
which such Participant attains (or is expected to attain) age 65.
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2.18 NORMAL BENEFIT FORM. "Normal Benefit Form" means a Single Life
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Annuity, starting at age 65.
2.19 NORMAL RETIREMENT. "Normal Retirement" means, with respect to any
-----------------
Participant, any Retirement of such Participant having a Retirement Date which
falls on or after the date such Participant attains age 65.
2.20 PARTICIPANT. "Participant" means any executive of the Sponsor or any
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Affiliated Company who is selected and approved for participation in this Plan
as provided in Section 1.03 hereof and who has executed a Participation
Agreement as required under Section 1.04 hereof.
2.21 PAYMENT COMMENCEMENT DATE. "Payment Commencement Date" means, with
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respect to any Participant, the ninetieth (90th) day after the earlier of (a)
such Participant's Early Retirement, or (b) the later to occur of (i) such
Participant's Termination Date and (ii) age 65.
2.22 PLAN. "Plan" means this ▇▇▇▇▇▇▇▇▇ Corporation Supplemental Executive
----
Retirement Plan adopted as of the Effective Date hereof and as it may be amended
from time to time.
2.23 RETIREMENT; RETIREMENT DATE. "Retirement" occurs with respect to any
---------------------------
Participant only if and when such Participant permanently ceases, for whatever
reason (whether voluntary or involuntary and including death or Disability), all
Full-Time Employment. The temporary cessation of a Participant's Full-Time
Employment shall not constitute Retirement. The cessation of a Participant's
Full-Time Employment shall be deemed to be temporary if, following such
cessation, such Participant commences (or intends to commence) actively seeking
Full-Time Employment; provided, however, that if such Participant subsequently
abandons his search (or intended search) for Full-Time Employment prior to
obtaining such Full-Time Employment, such Participant shall be deemed to incur
Retirement at the time of such abandonment. The determination as to whether
(and when) a Participant incurs Retirement shall be made solely by the Board
based on such evidence as the Board, in its discretion, deems appropriate. Such
evidence may, but is not required to include a representation of Retirement
presented to the Board by the Participant. If, following a determination by the
Board that a Participant has incurred Retirement, such participant recommences
Full-Time Employment, such Participant shall nevertheless be deemed for all
purposes of this Plan to have incurred Retirement in accordance with the Board's
original determination. A Participant's "Retirement Date" shall be the first
day, as determined by the Board, on which such Participant meets the
requirements of Retirement as set forth in this Section 2.23. Notwithstanding
the foregoing requirements, a
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Participant who has attained age 65 shall be deemed to meet the requirements of
this Section 2.23 when such Participant permanently ceases Full-Time Employment
with all Covered Employers. Subsequent Full-Time Employment with an entity
other than a Covered Employer will be disregarded for purposes of the preceding
sentence.
2.24 SERVICE YEARS. "Service Years" means with respect to any
-------------
Participant, the whole number of complete years (disregarding any incomplete
year) elapsing during the period commencing on the date such Participant
initially commenced employment with any Covered Employer and ending on such
Participant's final Termination Date. In the case of any Participant who (a)
commenced employment with a Covered Employer, (b) terminated such employment,
and (c) prior to the Effective Date hereof, re-commenced employment with any
Covered Employer, such Participant shall be credited with Service Years for
those periods prior to the Effective Date hereof during which he was actually
employed by any Covered Employer notwithstanding the fact that such pre-
Effective Date employment with such covered Employer(s) was not continuous.
Except as otherwise provided in Section 3.04 hereof (concerning leaves of
absence), or as otherwise designated by the Participation Agreement, it is
intended that a Participant shall cease earning Service Years upon his incurring
any Termination after the Effective Date hereof, regardless of whether such
Participant is thereafter employed by the Sponsor, an affiliate of the Sponsor
or any Affiliated Company.
2.25 SINGLE LIFE ANNUITY. "Single Life Annuity" means an annuity which
-------------------
provides a specified level monthly benefit until the death of the beneficiary.
2.26 SPECIFIED RATE. "Specified Rate" means an interest rate equal to 8%
--------------
per annum, or such other annual interest rate as the Board may from time to time
designate as the Specified Rate, with any such designation to be given effect
only on a prospective basis.
2.27 SPONSOR. "Sponsor" means ▇▇▇▇▇▇▇▇▇ Corporation, a Delaware
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corporation.
2.28 SPOUSE. "Spouse" means, with respect to any Participant, only that
------
person (if any) to whom such Participant is married as of such Participant's
Termination Date, provided, however, that a person who has been married to a
Participant for less than one year as of such Participant's Termination Date
shall not be deemed to be the "Spouse" of such Participant.
2.29 TERMINATION. "Termination" means the voluntary or involuntary
-----------
termination of a Participant's employment with the Sponsor and all Affiliated
Companies for any reason (including Disability or death). The determination as
to whether a Participant's Termination
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constitutes Retirement shall be made by the Board in accordance with the
provisions of Section 2.23 hereof.
2.30 TERMINATION DATE. "Termination Date" means, with respect to any
----------------
Participant, the effective date of such Participant's Termination.
2.31 TERMINATION FOR CAUSE. "Termination for Cause" means, with respect
---------------------
to any Participant, a Termination (whether voluntary or involuntary) incurred by
such Participant as a result of any one or more of the following causes:
(a) The Participant's substantial neglect of his duties and
responsibilities as an employee of the Sponsor or any Affiliated
Company;
(b) The Participant's theft or other misappropriation of, or any
malfeasance with respect to, any property of the Sponsor or any
Affiliated Company;
(c) A conviction of the Participant for any criminal offense, whether or
not involving property of the Sponsor or any Affiliated Company,
unless the Board reasonably determines such conviction will not
adversely affect either (i) the reputation of the Sponsor or any
Affiliated Company, or (ii) the Participant's ability to effectively
perform his duties and responsibilities as an employee of the Sponsor
or any Affiliated Company;
(d) The Participant's use of illegal drugs or alcohol to an extent that
such use interferes with his ability to perform, in an acceptable
manner, his duties and responsibilities as an employee of the Sponsor
or any Affiliated Company;
(e) The Participant's solicitation of business on behalf of, or diversion
of business to, any competitor of the Sponsor or any Affiliated
Company with whom the Participant expects to become employed or
otherwise associated following such Participant's Termination.
The determination as to whether (and when) a Participant incurs a
Termination for Cause shall be made by the Board in its sole discretion.
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ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 ADMINISTRATION. This Plan shall be administered by the Board of
--------------
Directors, provided however, that the Board may, in its discretion, delegate the
administration of this Plan to a Committee composed of at least two individuals
appointed from time to time by the Board. Any member of the Board or the
Committee may be a Participant in this Plan, provided however, that any action
to be taken by the Board or Committee solely with respect to the particular
interest in this Plan of a Board or Committee member who is also a Participant
in this Plan shall be taken by the remaining members of the Board or Committee.
3.02 BOARD AND COMMITTEE AUTHORITY; RULES AND REGULATIONS. The Board
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shall have discretionary authority to (a) make, amend, interpret and enforce all
appropriate rules and regulations for the administration of the Plan, and (b)
decide or resolve, in its discretion, any and all questions, including
interpretations of the Plan and any questions of fact, as may arise in
connection with the Plan. If a Committee is appointed by the Board pursuant to
Section 3.01 hereof to administer the Plan, such Committee shall have authority
to take or approve, in its discretion, all such actions relating to the Plan
(including, without limitation, actions described in the preceding sentence) as
may be taken or approved by the Board; provided, however, that the Committee
shall have no authority (i) to approve executives for participation in the Plan,
(ii) to approve the terms of any Participation Agreement, (iii) to amend or
terminate the Plan, or (iv) to terminate a Participant's participation in the
Plan pursuant to Section 4.09 hereof. Notwithstanding the preceding sentence,
the Board may, by written notice to the Committee, withdraw all or any part of
the Committee's authority at any time, in which case such withdrawn authority
shall immediately revest in the Board. Any decision or action of the Board
(and, subject to the limitations set forth herein above, any decision or action
of the Committee, if appointed) in respect of any question arising out of or in
connection with the administration, interpretation and application of this Plan
and the rules and regulations promulgated hereunder and all factual questions
shall be final, conclusive and binding upon all persons having any interest in
the Plan.
3.03 APPOINTMENT OF AGENTS. In the administration of this Plan, the Board
---------------------
and/or the Committee may from time to time employ agents (which may include
officers and/or employees
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of the Sponsor) and delegate to them such administrative duties as the Board or
the Committee (as applicable) deems appropriate.
3.04 LEAVE OF ABSENCE. In the event the Participant takes a leave of
----------------
absence from active employment with the Sponsor or any Affiliated Company, the
Committee shall determine, in its discretion, (a) whether such leave of absence
shall be deemed to constitute a Termination for purposes of this Plan, and (b)
if such leave of absence is not deemed to constitute a Termination under this
Plan, whether such Participant shall continue to earn Service Years during such
leave of absence notwithstanding the provisions of Section 2.24 hereof. The
Committee shall establish such standards and procedures as may be necessary so
that, with respect to any determinations made by the Committee pursuant to
either clause (a) or clause (b) of the preceding sentence, Participants in
substantially similar circumstances shall be treated substantially alike.
3.05 ACTUARIAL ASSUMPTIONS. In any case in which it is necessary to make
---------------------
actuarial adjustments in order to carry out the provisions of this Plan
(including, without limitation, the provisions requiring the determination of an
actuarially equivalent benefit under Section 4.02 hereof), the following rules
shall apply:
(a) The interest/discount rate assumed in making such actuarial
adjustments shall be a fixed rate equal to the Specified Rate then in
effect at the time such actuarial adjustments are calculated; and,
(b) The mortality table used in making such actuarial adjustments shall
be the 1971 Unisex Group Annuity Table (85% of male rate and 15% of
female rate).
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ARTICLE IV
BENEFITS
4.01 ELIGIBILITY AND VESTING. Except as otherwise provided in Section
-----------------------
4.12 and Article V hereof, upon incurring Termination, a Participant shall
receive a supplemental benefit under this Plan (a "Supplemental Benefit"), which
Supplemental Benefit shall be paid to the extent vested, in such form and
amounts, and at such times, as provided under this Plan. Notwithstanding the
foregoing, and except as otherwise provided in Sections 4.10 and 4.11 hereof, a
Participant who incurs a Termination shall be entitled to receive a Supplemental
Benefit under this Plan only to the extent such Participant is vested in such
Benefit. A Supplemental Benefit shall vest and become nonforfeitable up to a
maximum of 100% as follows:
SERVICE YEARS VESTED PERCENTAGE
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Less than 6 years 0%
6 years but less than 7 years 10%
7 years but less than 8 years 20%
8 years but less than 9 years 30%
9 years but less than 10 years 40%
10 years but less than 11 years 50%
11 years but less than 12 years 60%
12 years but less than 13 years 70%
13 years but less than 14 years 80%
14 years but less than 15 years 90%
15 or more years 100%
A Supplemental Benefit shall also be 100% vested upon the death or Disabled
status of a Participant.
4.02 FORM OF SUPPLEMENTAL BENEFIT. Any Participant who is entitled to a
----------------------------
Supplemental Benefit pursuant to Section 4.01 hereof shall receive such
Supplemental Benefit in the form of an annuity, which annuity shall provide a
series of level monthly payments for a period determined in accordance with the
rules set forth hereinbelow. With respect to any Participant, the amount of the
level monthly payment provided by such annuity (the "Monthly
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Annuity Amount") shall be determined in accordance with Section 4.04 hereof,
subject to such modifications as may be applicable under this Section 4.02:
(a) Except as provided in subsection (b) below, a Participant shall
receive his Supplemental Benefit in the Normal Benefit Form specified
in Section 2.18.
(b) A Participant who is entitled to receive a Supplemental Benefit may,
with the consent of the Board elect in writing, on such form
designated by the Plan Administrator and received by the Plan
Administrator at least 15 months prior to the Payment Commencement
Date, to receive his Supplemental Benefit in the form of a 50% Joint
and Survivor Annuity. Notwithstanding such election, such
Participant shall be entitled to receive his Supplemental Benefit in
the form of a 50% Joint and Survivor Annuity only if such Participant
has a spouse as of such Participant's Termination Date and also has
been married continuously for at least one year preceding such
Participant's Retirement Date. The amount of the Supplemental
Benefit so designated by the Participant shall be the Actuarial
Equivalent of the amount otherwise payable to the Participant in the
Normal Benefit Form pursuant to Section 2.18. If such election is not
made or is invalid or void, the Participant's Supplemental Benefit
shall be paid in the Normal Benefit Form specified in Section 2.18.
4.03 PAYMENT OF SUPPLEMENTAL BENEFIT. Notwithstanding any other
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provisions of this Plan, payment of a Participant's Supplemental Benefit (or any
portion thereof) shall commence on such Participant's Payment Commencement Date.
4.04 MONTHLY ANNUITY AMOUNT. Except to the extent modified pursuant to
----------------------
Sections 4.01 or 4.02 hereof, a Participant's "Monthly Annuity Amount" shall be
the amount of such Participant's Target Monthly Benefit (as defined in Section
4.05 hereof) reduced, but not below zero, by such Participant's Monthly Offset
Amount (as defined in Section 4.06 hereof).
4.05 TARGET MONTHLY BENEFIT. A Participant's "Target Monthly Benefit"
----------------------
shall be determined as of his Termination Date and shall be the amount
calculated by multiplying (a) the Participant's Average Monthly Compensation
determined as of his Termination Date, by (b) his Benefit Accrual Percentage
determined as of his Termination Date (or if later, the date of a finding of
Disabled status) by (c) his vesting percentage as of his Termination Date under
Section 4.01.
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4.06 MONTHLY OFFSET AMOUNT. A Participant's "Monthly Offset Amount" shall
---------------------
be the amount equal to the sum of (1) such Participant's Social Security Offset
Amount, plus (2) such Participant's Qualified Offset Amount (both as defined
herein below).
(a) A Participant's "Social Security Offset Amount" shall be determined
in accordance with the following rules:
(i) In the case of any Participant whose Termination constitutes
Normal Retirement, such Participant's Social Security Offset
Amount shall be 50% of the amount of the monthly Primary
Social Security Benefit (as calculated by the Board under
paragraph (iii) below) to which such Participant is entitled
following such Termination.
(ii) In the case of any Participant whose Termination does not
constitute Normal Retirement (either because such Termination
does not constitute Retirement or because such Termination
constitutes Early Retirement), such Participant's Social
Security Offset Amount shall be 50% of the amount of the
monthly Primary Social Security Benefit (as calculated by the
Board under paragraph (iii) below) to which such Participant
would be entitled commencing on his Normal Benefit Date paid
to such Participant in the Normal Benefit Form if, with
respect to the period (if any) between such Participant's
Termination Date and his Normal Benefit Date, (A) such
Participant had continued to earn a constant monthly salary
equal to the Participant's Compensation for the month
immediately preceding the month of such Participant's
Termination, and (B) the Social Security wage base and other
provisions of the Social Security law relevant to the
determination of benefits thereunder (including any
applicable regulations and/or other pronouncements, such as
wage base and other provisions) in effect as of such
Participant's Termination Date had remained unchanged.
(iii) Each Participant shall submit to the Committee, for use in
calculating such Participant's Primary Social Security
Benefit and the corresponding Social Security Offset Amount
under paragraphs (i) or (ii) above, as applicable, either (A)
a written earnings history obtained from the Social Security
Administration, or (B) written evidence satisfactory to the
Committee showing that, such Participant has never earned
wages subject to the jurisdiction of the U.S. Social Security
system (e.g., a foreign Participant
IV-3
with no U.S. wages). In the event a Participant fails to
comply with the requirements of the preceding sentence within
90 days following such Participant's Payment Commencement
Date, the Participant's Primary Social Security Offset
Benefit (for purposes of calculating his Social Security
Offset Amount under paragraphs (i) or (ii) above, as
applicable) shall be determined by the Committee using an
estimated wage history, applying a salary scale projected
backwards from the Participant's Retirement Date, and based
on (I) for the two years prior to the Participant's
Retirement Date, an increase of six percent (6%) per annum,
and (II) for the period prior to such two year period, the
actual change in average wages from year to year as
determined by the Social Security Administration. Such
estimated wage history shall be deemed correct for all
purposes of this Plan.
(iv) A Participant's Social Security Offset Amount shall be
determined without regard to any suspension or reduction of
the Participant's Primary Social Security benefits after
Retirement due to post Retirement earnings.
(b) A Participant's "Qualified Plan Offset Amount" shall be the sum of
the Defined Benefit Plan Offset Amount and the 401(k) Plan Offset
Amount determined with respect to such Participant under the
following provisions, as applicable:
(i) With respect to any Participant who was a Participant in the
Defined Benefit Plan, such Participant's "Defined Benefit
Plan Offset Amount" shall be the employer-provided portion
(i.e., the portion attributable to employer contributions) of
the amount of the monthly annuity payment to which such
Participant would be entitled under the Defined Benefit Plan
if his benefit thereunder were paid in the Normal Benefit
Form commencing on his Normal Benefit Date. The "Defined
Benefit Plan Offset Amount" shall be zero with respect to any
Participant who was not a participant in the Defined Benefit
Plan, or to any Participant who would have become a
participant in the Defined Benefit Plan following the date
such Plan's benefit accruals were frozen.
(ii) With respect to any Participant, such Participant's "401(k)
Plan Offset Amount" shall be the amount of the monthly
annuity payment to which such Participant would be entitled
if the balance (determined as of such
IV-4
Participant's Payment Commencement Date) in such
Participant's 401(k) Offset Account (as defined herein below)
were paid to such Participant in the Normal Benefit Form
commencing on his Normal Benefit Date. For purposes of this
paragraph (ii), a Participant's "401(k) Offset Account" shall
be a hypothetical account established and maintained with
respect to such Participant as follows: A Participant's
401(k) Offset Account shall be established as of December 31,
1995, and such 401(k) Offset Account shall have an initial
balance equal to the actual balance (if any) as of
December 31, 1995, in the account maintained under the 401(k)
Plan for employer contributions made with respect to such
Participant (excluding any employer contributions not
currently includible in gross income by reason of Code
Section 402(e)(3)). Thereafter (A) commencing with the 1996
calendar year and ending with the calendar year in which such
Participant incurs a Termination (the "Termination Year"),
the balance in such Participant's 401(k) Offset Account shall
be increased as of the end of each such calendar year (or, in
the case of the Termination Year, as of such Participant's
Termination Date) by the amount of such Participant's
Hypothetical Employer Contribution (as defined in paragraph
(iii) below) for such calendar year and the actual employer
profit sharing contribution made for such calendar year with
respect to such Participant under the terms of the 401(k)
Plan; and (B) commencing January 1, 1996, and ending on such
Participant's Payment Commencement Date, such Participant's
401(k) Offset Account shall also be increased as if the
balance in such account (as increased from time to time by
the Hypothetical Employer Contributions Described in Clause
(A) above) were earning interest, compounded annually, (I)
from January 1, 1996, until such Participant's Termination
Date, at the Specified Rate applicable from time to time, and
(II) from such Participant's Termination Date until his
Payment Commencement Date, at the Specified Rate in effect as
of such Participant's Termination Date.
(iii) As used in paragraph (ii) above, "Hypothetical Employer
Contribution" means, with respect to any Participant, (A) for
any calendar year prior to such Participant's Termination
Year the maximum employer matching contribution that would
have been made for such calendar year with respect to such
Participant under the terms of the 401(k) Plan
IV-5
(disregarding the limits imposed by reason of Code Section
401(m)) assuming such Participant's before-tax deferral to
the 401(k) Plan for such calendar year is equal to his
Hypothetical Participant Deferral (as defined in paragraph
(iv) below) with respect to such calendar year; and (B) for
such Participant's Termination Year, an amount equal to the
product obtained by multiplying (i) the Hypothetical Employer
Contribution determined with respect to such Participant for
the immediately preceding calendar year, by (ii) a fraction
having a numerator equal to the number of days in such
Termination Year prior to and including such Participant's
Termination Date, and having a denominator equal to 365.
(iv) For purposes of paragraph (iii) above, the "Hypothetical
Participant Deferral" applicable to any Participant for any
calendar year shall be the amount determined under the
following provisions, whichever is applicable:
(A) If, with respect to any calendar year, the 401(k) Plan
administrative committee does not take any action,
either during or after the close of such year, to
reduce the level of Participant deferrals permitted to
be made by any 401(k) Plan Participant for such year,
then the Hypothetical Participant Deferral with respect
to any Participant for such calendar year shall be the
lesser of (I) the maximum amount such Participant would
be permitted to contribute to the 401(k) Plan for such
year under Code Section 402(g), or (II) the maximum
amount the Participant would be permitted to contribute
under the terms of the 401(k) Plan.
(B) If, with respect to any calendar year, the 401(k) Plan
administrative committee takes action during and/or
after such year to reduce the level of Participant
deferrals permitted to be made by any 401(k) Plan
Participant for such year, then the Hypothetical
Participant Deferral with respect to any Participant
for such year shall be the lesser of (I) the maximum
amount such Participant would be permitted to
contribute to the 401(k) Plan for such year under Code
Section 402(g), or (II) the product determined by
multiplying such Participant's compensation for such
year (as determined under the 401(k) Plan for anti-
discrimination testing purposes), by the
IV-6
maximum "actual deferral percentage" for any highly
compensated employee for such year (as determined under
Code Section 401(k)(3)(B) after giving effect to any
corrections made following the close of such year)
applicable to "highly-compensated employees" (as
defined in Code Section 414(q)).
4.07 SPECIAL RULES FOR EARLY RETIREMENT. In the case of any Participant
----------------------------------
who incurs Early Retirement, such Participant's Monthly Annuity Amount shall be
determined as provided in Section 4.04 hereof, and then shall be reduced to
reflect the commencement of benefits on a date earlier than the Normal Benefit
Date as follows:
(a) If the Participant's Early Retirement commences on or after the first
day of the month next following his sixty-second birthday, then the
reduction shall be 0.25% for each full month by which the date of
Early Retirement precedes the first day of the month next following
his attainment of age 65.
(b) If the Participant's Early Retirement commences prior to the first
day of the month next following his sixty-second birthday, then the
reduction shall be 9.00% (representing the reduction from age 65 to
age 62 described in paragraph (a) above) plus 0.50% for each full
month by which the date of Early Retirement precedes the first day of
the month next following his sixty-second birthday.
4.08 TERMINATION OTHER THAN EARLY OR NORMAL RETIREMENT. In the case of
-------------------------------------------------
any Participant who incurs a Termination (other than a Termination for Cause)
prior to meeting the requirements of Early Retirement or Normal Retirement, such
Participant's Monthly Annuity Amount shall be determined as provided in Section
4.04 hereof. In such case, the applicable Payment Commencement Date shall be
the ninetieth (90th) day after the date the Participant meets the requirements
of Early Retirement or Normal Retirement at the election of such Participant,
subject to the provisions of Section 4.07 in the case of Early Retirement.
4.09 TERMINATION OF PLAN PARTICIPATION. In the event that the Board of
---------------------------------
Directors in its sole discretion determines that a Participant's employment
performance is no longer at a level which merits continued participation in the
Plan, the Board may terminate such Participant's participation in the Plan
(without necessarily terminating such Participant's employment) as of the date
specified by the Board (the "Participation Severance Date"). Accordingly,
notwithstanding any other provision of this Plan, the Supplemental Benefit
payable to any Participant whose Plan participation is terminated pursuant to
this Section 4.09 shall be
IV-7
calculated by taking into account, in determining the amount of such
Participant's Target Monthly Benefit and whether such Participant has met the
vesting requirement of Section 4.01 hereof, only the Service Years and
Compensation earned by such Participant as of his Participation Severance Date.
Such Supplemental Benefit shall be paid to the Participant pursuant to the
provisions of Section 4.03 herein.
4.10 DISABILITY. In the event that a Participant incurs a Termination as
----------
a result of such Participant's becoming Disabled, the Supplemental Benefit
payable to such Participant under this Plan shall be determined with regard to
the vesting requirement applicable to Disabled status under Section 4.01 hereof.
For purposes of this Plan, a Participant shall be deemed to be "Disabled" if and
when, as a result of injury or sickness, such Participant is permanently
impaired to such an extent that he cannot perform, and is not reasonably
expected ever to be able to perform, each of the material duties of his position
of employment with the Sponsor or any Affiliated Company. For the purpose of
determining whether a Participant is Disabled, the Board may require the
Participant to submit to an examination by a competent physician or medical
clinic selected by the Board. The final determination as to whether (and when)
a Participant is Disabled shall be made by the Board in its sole discretion.
4.11 CHANGE OF CONTROL. Notwithstanding any other provision of this Plan,
-----------------
upon a Change in Control, all Participants in the Plan shall be fully vested in
their Supplemental Benefits. All Participants shall be entitled to the
Supplemental Benefit they would otherwise receive pursuant to this Article IV
hereof. Upon and following a Change of Control, no Participant shall be removed
from the Plan, nor shall his benefit at the time of the Change in Control be
terminated, modified, reduced or eliminated without his express written consent.
4.12 TERMINATION FOR CAUSE. Notwithstanding any other provision of this
---------------------
Plan except Section 4.11, a Participant who incurs a Termination for Cause prior
to a Change of Control shall not be entitled to a Supplemental Benefit,
regardless of Service Years, under this Plan.
1V-8
ARTICLE V
DEATH OF A PARTICIPANT
5.01 TERMINATION BY REASON OF DEATH. In the event that a Participant
------------------------------
incurs a Termination by reason of his death, (a) such Participant shall not be
entitled to receive a Supplemental Benefit under this Plan, and (b) if such
Participant has a Spouse at the time of his death, such Participant's Spouse
(the "Surviving Spouse") shall be entitled to receive a special benefit (a
"Death Benefit") at the times and in the amounts set forth in this Article V.
No Death Benefit shall be paid in respect of any Participant who does not have a
Spouse at the time of his death.
5.02 FORM AND PAYMENT OF DEATH BENEFIT. A Surviving Spouse who is
---------------------------------
entitled to receive a Death Benefit pursuant to Section 5.01 hereof shall
receive such Death Benefit in the form of a Single Life Annuity which provides a
level monthly payment equal to the Monthly Death Benefit Amount specified in
Section 5.03 hereof. Except as otherwise provided hereinbelow, payment of a
Surviving Spouse's Death Benefit shall commence on the Payment Commencement Date
which would have been applicable to the Participant if such Participant was
assumed to have incurred a Termination on the date of death.
5.03 MONTHLY DEATH BENEFIT AMOUNT. The "Monthly Death Benefit Amount"
----------------------------
applicable to any Surviving Spouse shall be an amount equal to the 50% survivor
portion of the Monthly Annuity Amount of the Supplemental Benefit (accrued as of
the date of death) that would have been payable to the deceased Participant
under Article IV hereof, modified, if applicable, by the provisions of Section
4.07, provided, however, that the determination of such Monthly Annuity Amount
shall take into account the following assumptions and special rules:
(a) In the case of a Participant who dies after the date on which the
Participant met the requirements for Early Retirement, such
Participant shall be assumed to have elected an immediate 50% Joint
and Survivor Annuity on the day before his death. In the case of a
Participant who dies on or before the date on which the Participant
would have met the requirements for Early Retirement, such
Participant shall be assumed to have incurred a Termination on the
date of death, survived to Early Retirement and elected a 50% Joint
and Survivor A nnuity at Early Retirement and died following such
date.
V-1
(b) Such Monthly Annuity Amount shall be determined as if the Participant
was 100% vested in the Supplemental Benefit accrued as of the date of
death.
(c) The Payment Commencement Date used in determining such Monthly
Annuity Amount shall be deemed to be the Surviving Spouse's date of
Early Retirement (disregarding any provision in Article IV to the
contrary. The provisions of Section 4.07 hereof shall be applied in
determining the deceased Participant's Monthly Annuity Amount.
V-2
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.01 PAYMENTS DURING INCAPACITY. In the event a Participant (or
--------------------------
Beneficiary) is under mental or physical incapacity at the time of any payment
to be made to such Participant (or Beneficiary) pursuant to this Plan, any such
payment may be made to the conservator or other legally appointed personal
representative having authority over and responsibility for the person or estate
of such Participant (or Beneficiary), as the case may be, and for purposes of
such payment references in this Plan to the Participant (or Beneficiary) shall
mean and refer to such conservator or other personal representative, whichever
is applicable. In the absence of any lawfully appointed conservator or other
personal representative of the person or estate of the Participant (or
Beneficiary), any such payment may be made to any person or institution that has
apparent responsibility for the person and/or estate of the Participant (or
Beneficiary) as determined by the Committee. Any payment made in accordance
with the provisions of Section 6.01 to a person or institution other than the
Participant (or Beneficiary) shall be deemed for all purposes of this Plan as
the equivalent of a payment to such Participant (or Beneficiary), and the
Sponsor shall have no further obligation or responsibility with respect to such
payment.
6.02 PROHIBITION AGAINST ASSIGNMENT. Except as otherwise expressly
------------------------------
provided in Section 6.01 hereof, the rights, interests and benefits of a
Participant under this Plan (a) may not be sold, assigned, transferred, pledged,
hypothecated, gifted, bequeathed or otherwise disposed of to any other party by
such Participant or any Beneficiary, executor, administrator, heir, distributee
or other person claiming under such Participant, and (b) shall not be subject to
execution, attachment or similar process. Any attempted sale, assignment,
transfer, pledge, hypothecation, gift, bequest or other disposition of such
rights, interests or benefits contrary to the foregoing provisions of this
Section 6.02 shall be null and void and without effect.
6.03 BINDING EFFECT. The Provisions of this Plan shall be binding upon
--------------
the Sponsor, the Participants, all Affiliated Companies employing any
Participants, and any successor-in-interest to the Sponsor.
6.04 NO TRANSFER OF INTEREST. Benefits under this Plan shall be payable
-----------------------
solely from the general assets of the Sponsor (and, with respect to any
Participant who is an employee of an Affiliated Company, also from the general
assets of such Affiliated Company), and no person
VI-1
shall be entitled to look to any other source for payment of such benefits. The
Sponsor (and, if applicable, any Affiliated Company) shall have and possess all
title to, and beneficial interest in, any and all funds or reserves maintained
or held by the Sponsor (or such Affiliated Company) on account of any obligation
to pay benefits as required under this Plan, whether or not earmarked as a fund
or reserve for such purpose; any such funds, other property or reserves shall be
subject to the claims of the creditors of the Sponsor (or such Affiliated
Company), and the provisions of this Plan are not intended to create, and shall
not be interpreted as vesting, in any Participant, Beneficiary or other person,
any right to or beneficial interest in any such funds, other property or
reserves. Nothing in this Section 6.04 shall be construed or interpreted as
prohibiting or restricting the establishment of a grantor trust within the
meaning of Code Section 671 which is unfunded for purposes of Sections 201(2),
301(a)(3), and 401(a)(l) of ERISA, from which benefits under this Plan may be
payable.
6.05 AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors may
------------------------------------
amend this Plan from time to time in any respect that it deems appropriate or
desirable, and the Board may terminate this Plan at any time; provided, however,
that any such amendment or termination may not, without the written consent of a
Participant, eliminate or reduce the Supplemental Benefit that has accrued with
respect to such Participant as of the effective date of such amendment or
termination. For purposes of this Section 6.05, the Supplemental Benefit that
has accrued with respect to any Participant as of the date of any amendment of
termination of the Plan shall be deemed to be the Supplemental Benefit to which
such Participant would be entitled pursuant to Article IV hereof if such
Participant incurred Retirement immediately prior to such Plan amendment or Plan
termination.
6.06 NO RIGHT TO EMPLOYMENT. This Plan is voluntary on the part of the
----------------------
Sponsor and its Affiliated Companies, and the Plan shall not be deemed to
constitute an employment contract between any Participant and the Sponsor or any
Affiliated Company, nor shall the adoption or existence of the Plan or any
provision contained in the Plan be deemed to be a required condition of the
employment of any Participant. Nothing contained in this Plan shall be deemed
to give any Participant the right to continued employment with the Sponsor or
any Affiliated Company, and the Sponsor and its Affiliated Companies may
terminate any Participant at any time with or without cause, with or without
prior notice, in which case the Participant's rights arising under this Plan
shall be only those expressly provided under the terms of this Plan.
6.07 NOTICES. All notices, requests, or other communications (hereinafter
-------
collectively referred to as "Notices") required or permitted to be given
hereunder or which are given with
VI-2
respect to this Plan shall be in writing and may be personally delivered, or may
be deposited in the United States mail, postage prepaid and addressed as
follows:
To the Sponsor any Affiliated ▇▇▇▇▇▇▇▇▇ Corporation
Company or the Committee at: Attention: Board of Directors
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
To Participant at: The Participant's residential mailing
address as reflected in the Sponsor's or
Affiliated Company's employment
records
A Notice which is delivered personally shall be deemed given as of the date
of personal delivery, and a Notice mailed as provided herein shall be deemed
given on the second business day following the date so mailed. Any Participant
may change his address for purposes of Notices hereunder pursuant to a Notice to
the Committee, given as provided herein, advising the Committee of such change.
The Sponsor, any Affiliated Company and/or the Committee may at any time change
its address for purposes of Notices hereunder.
6.08 GOVERNING LAW. This Plan shall be governed by, interpreted under,
-------------
and construed and enforced in accordance with ERISA as a Top Hat plan.
6.09 TITLES AND HEADINGS; GENDER OF TERMS. Article and Section headings
------------------------------------
herein are for reference purposes only and shall not be deemed to be part of the
substance of this Plan or in any way to enlarge or limit the meaning or
interpretation of any provision in this Plan. Use in this Plan of the
masculine, feminine or neuter gender shall be deemed to include each of the
omitted genders wherever the context so requires.
6.10 SEVERABILITY. In the event that any provision of this Plan is found
------------
to be invalid or otherwise unenforceable by a court or other tribunal of
competent jurisdiction, such invalidity or unenforceability shall not be
construed as rendering any other provision contained herein invalid or
unenforceable, and all such other provisions shall be given full force and
effect to the same extent as though the invalid and unenforceable provision was
not contained herein.
6.11 TAX EFFECT OF PLAN. Neither the Sponsor nor any Affiliated Company
------------------
warrants any tax benefit nor any financial benefit under the Plan. Without
limiting the foregoing, the Sponsor and each Affiliated Company and their
directors, officers, employees and agents shall be held harmless by the
Participant from, and shall not be subject to any liability on account of, any
VI-3
Federal or State tax consequences or any consequences under ERISA of any
determination as to the amount of Plan benefits to be paid, the method by which
Plan benefits are paid, the persons to whom Plan benefits are paid, or the
commencement or termination of the payment of Plan benefits.
6.12 ENTIRE AGREEMENT. The Plan represents the entire agreement regarding
----------------
nonqualified retirement benefits provided by Sponsor to each Participant.
Further, the Plan supersedes all Participant benefits or accruals under the
▇▇▇▇▇▇▇▇▇ Corporation Supplemental Benefit Plan and the ▇▇▇▇▇▇▇▇▇ Corporation
Excess Benefit Plan.
IN WITNESS WHEREOF, the Sponsor has caused this Plan to be executed by its
duly authorized officer effective as of the Effective Date hereof.
▇▇▇▇▇▇▇▇▇ CORPORATION
By______________________________________
Title___________________________________
VI-4
▇▇▇▇▇▇▇▇▇ CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT is made and entered into this ____________ day of
_______________________, 1995, by and between ▇▇▇▇▇▇▇▇▇ Corporation, a Delaware
corporation (hereinafter referred to as the "Sponsor"), and __________________,
an executive of the Sponsor (hereinafter referred to as the "Executive").
WITNESSETH
WHEREAS, the Executive is employed by the Sponsor or an Affiliated Company; and
WHEREAS, the Sponsor recognizes the value of the services performed by the
Executive and wishes to offer a supplemental retirement benefit to the Executive
as an inducement to remain as an employee; and
WHEREAS, the Executive wishes to be assured that he will be entitled to a
supplemental retirement benefit if he continues to render substantial services
to the Sponsor; and
WHEREAS, the Sponsor had previously established the ▇▇▇▇▇▇▇▇▇ Corporation
Supplemental Benefit Plan and the ▇▇▇▇▇▇▇▇▇ Corporation Excess Benefit Plan to
provide certain supplemental benefits; and
WHEREAS, the Sponsor and Executive wish to revise the supplemental benefits to
be provided to the Executive; and
WHEREAS, the Sponsor hereto has established the ▇▇▇▇▇▇▇▇▇ Corporation
Supplemental Executive Retirement Plan (hereinafter referred to as the "Plan")
to supersede all benefits provided to the Executive under the ▇▇▇▇▇▇▇▇▇
Corporation Supplemental Benefit Plan and ▇▇▇▇▇▇▇▇▇ Corporation Excess Benefit
Plan; and
WHEREAS, the ▇▇▇▇▇▇▇▇▇ Corporation Supplemental Executive Retirement Plan
provides the terms and conditions upon which the Sponsor shall pay such
supplemental retirement benefits to those executives of the Sponsor who are
selected for participation in the Plan by the President of the Sponsor and
approved by the Board of Directors; and
WHEREAS, the parties hereto intend that the Plan be considered an unfunded
arrangement, maintained primarily to provide deferred compensation benefits for
the Executive, a member of a select group of management and a highly compensated
employee of the Sponsor, within the meaning of the Employee Retirement Security
Act of 1974 (ERISA) as amended; and
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree to be bound by the terms and
conditions set forth in the Plan and as set forth herein below:
1. All capitalized terms used, but not defined herein, shall have the meaning
ascribed to them in the Plan.
2. The terms and conditions of the Executive's participation in the Plan shall
be governed by the provisions of the Plan. Any additional terms and conditions
of the Executive's participation shall be designated in an Addendum to this
agreement.
3. The Executive hereby designates the Form of Supplemental Benefit from the
choices below as the desired form of distribution of the Supplemental Benefit:
[ ] Single Life Annuity
[ ] 50% Joint and Survivor Annuity
If no election is made or the election is invalid or void, the Supplemental
Benefit shall be paid in the form of a Single Life Annuity.
4. If the Executive is married at the time of his death, his surviving spouse
shall receive the applicable Death Benefit pursuant to the terms and conditions
of the Plan. The following individual is married to the Executive and is hereby
designated as the Executive's Surviving Spouse for purposes of receiving the
Executive's Death Benefit:
_________________________________
If the Executive is not married, no person shall be designated as the Surviving
Spouse and no Death Benefit shall be paid pursuant to Article V of the Plan.
5. The Executive shall promptly notify the Sponsor of any changes in his
marital status.
6. By executing this Agreement, Executive waives all rights to benefits under
the ▇▇▇▇▇▇▇▇▇ Corporation Supplemental Benefit Plan and the ▇▇▇▇▇▇▇▇▇
Corporation Excess Benefit Plan.
IN WITNESS WHEREOF, the Sponsor and the Executive have executed this agreement
to be effective as of the day and year first above written.
_______________________ _________________________
Sponsor Executive
CERTIFIED COPY
OF
RESOLUTION
ADOPTED BY
THE BOARD OF DIRECTORS
OF
▇▇▇▇▇▇▇▇▇ CORPORATION
---------------------
WHEREAS, this corporation adopted the ▇▇▇▇▇▇▇▇▇ Corporation Amended and
Restated Supplemental Executive Retirement Plan, effective January 1, 1996
(the "Plan").
WHEREAS, this corporation may amend the Plan at any time.
NOW THEREFORE, BE IT RESOLVED, that the second sentence of Section 2.08 of
the Plan is hereby amended in its entirety as follows:
"Except as provided in the following sentence, Compensation shall also
include any annual or other short term bonus paid by any Covered
Employer to a Participant other than the amount of any bonus in excess
of $100,000 paid to a Participant who is a division manager."
* * * * * * * * * *
I, ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, do hereby certify that I am the duly elected and
acting Secretary of ▇▇▇▇▇▇▇▇▇ Corporation; that the foregoing is a full, true
and correct copy of the resolutions adopted at a meeting of the Board of
Directors of ▇▇▇▇▇▇▇▇▇ Corporation held on January 24, 1997, at which meeting a
quorum of said Board was at all times present and acting and that said Board
resolutions have not been modified or rescinded and are in full force and effect
as of the date of this certificate.
Dated: January 24, 1997
/s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
Secretary