SETTLEMENT AGREEMENT
Exhibit
10.1
This Settlement Agreement, dated July
12, 2010, is by and between Pension Benefit Guaranty Corporation (“PBGC”), RCLC, Inc.
(f/k/a Ronson Corporation) (“Ronson”), RCPC
Liquidating Corp. (f/k/a Ronson Consumer Products Corporation) (“RCPC”), and Ronson
Aviation (“Aviation”) and Ronson Corporation of Canada Ltd., an
Ontario Canada corporation (“RCC”) and
collectively with PBGC, Ronson and RCPC and Aviation, the “Parties”.
BACKGROUND
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A.
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Ronson
is the plan sponsor (within the meaning of 29 U.S.C. §§ 1002(16)(B)(i))
and the administrator (within the meaning of 29 U.S.C. §§ 1002(16) and
1301(a)(1)) of the Ronson Corporation Retirement Plan (“Plan”).
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B.
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The
Plan is a single-employer plan covered under Title IV of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).
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C.
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RCPC,
Aviation and RCC are members of Ronson’s controlled group (within the
meaning of 29 U.S.C. § 1301(a)(14)) (collectively, with Ronson, the “Ronson Controller
Group Members”) and as such, each is jointly and severally liable
with Ronson for all liabilities under Title IV of
ERISA.
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D.
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By
letter dated December 29, 2009, PBGC sent Ronson a Notice of Determination
that the Plan must be terminated under 29 U.S. C. § 1342(a) and (c), and a
proposed Agreement for Appointment of Trustee and Termination of Plan
(“Trusteeship
Agreement”).
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E. On
Xxxxxxxx 00, 0000, XXXX commenced an action against Ronson by filing a complaint
(“Complaint”)
in the Federal District Court for the District of New Jersey (“District
Court”)
styled
Pension Benefit
Guaranty Corporation v. Ronson Corporation, Case No.
2:09-CV-06550-WJM-MF. The Complaint sought entry of a decree: (1)
adjudicating that the Plan be terminated pursuant to 29 U.S. C. § 1342(c); (2)
appointment PBGC as a statutory trustee of the Plan pursuant to 29 U.S. C. §
1342 (c); (3) establishing December 30, 2009 as the termination date of the Plan
pursuant to 29 U.S.C. § 1348(a)(4); and (4) directing Ronson and any other
person or entity having possession, custody or control of any records, assets or
other property pertaining to the Plan, to transfer, convey and deliver them to
PBGC as statutory trustee upon request.
NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:
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1.
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Within
three business days of the execution of the Trusteeship Agreement, annexed
hereto as Exhibit A, PBGC
shall take action necessary to dismiss the Complaint with prejudice but
without costs.
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2.
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The
PBGC waives any secured claim and shall have allowed general unsecured
claims, jointly and severally, against Ronson, RCPC, Aviation and RCC, as
follows (the “PBGC
Claims”):
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a.
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Termination
Premium Claim of $1,643,198; and
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b.
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Claim
for minimum funding contributions due to the Plan in the amount of
$258,491; and
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c.
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Claim
for unfunded benefit liabilities of the Plan in the amount of $2,508,672;
and
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3.
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The
PBGC acknowledges that a buyer(s) of the assets of any of the Ronson
Controlled Group Members shall not be deemed a successor and shall not
have any liability to the PBGC and the PBGC Claims or to the Plan so long
as the buyer(s) purchases such assets in an arms length transaction and
the buyer(s) is not otherwise a
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Ronson
Controlled Group Member or affiliate of such a member. Ronson shall
provide the PBGC documentation demonstrating that any such transaction is an
arms length transaction and the buyer(s) is not otherwise a Ronson Controlled
Group Member or affiliate of such a member.
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Pension
Benefit Guaranty Corporation
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By:
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/s/
Xxxxx X. XxXxxxxxx
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By:
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/s/
Xxxxx X. Xxxxxxx
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Xxxxx
X. XxXxxxxxx
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Xxxxx
X. Xxxxxxx
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Senior
Counsel, DISC
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Vice
President
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Ronson
Aviation, Inc.
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By:
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/s/
Xxxxx X. Xxxxxxx
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Xxxxx
X. Xxxxxxx
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Vice
President
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Ronson
Corporation of Canada LTD.
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By:
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/s/
Xxxxx X. Xxxxxxx
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Xxxxx
X. Xxxxxxx
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Vice
President
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RCPC
Liquidating Corp.
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By:
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/s/
Xxxxx X. Xxxxxxx
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Xxxxx
X. Xxxxxxx
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Vice
President
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