EXHIBIT 10.1
FIRST AMENDMENT TO
XXXXX XXXXXX INCORPORATED
SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2003
THIS AGREEMENT by Xxxxx Xxxxxx Incorporated, a Delaware corporation
(the "Company"),
W I T N E S S E T H:
WHEREAS, the Company maintains the Xxxxx Xxxxxx Incorporated
Supplemental Retirement Plan which was amended and restated effective as of
January 1, 2003 (the "Plan");
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Company agrees that effective as of July 23, 2003,
the Plan is hereby amended as follows:
(1) Section 3.06 of the Plan is completely amended and restated to
provide as follows:
3.06 TIME AND FORM OF PAYMENT SPECIFIED IN PARTICIPANT
DEFERRAL ELECTION. A Participant Deferral election shall indicate the
applicable time and form of payment, as provided in Sections 9.02 and
9.03, for the Pay deferred under the election for such Plan Year and
the net income (or net loss) allocated with respect thereto. Such time
and form of payment election for such Plan Year shall also apply to any
Company Deferrals for such Plan Year and the net income (or net loss)
allocated with respect thereto. Each Participant's Accounts shall be
divided into subaccounts to reflect the Participant's various elections
respecting time and form of payment. Notwithstanding the foregoing,
with respect to the portion of a Participant's Account attributable to
the amount, if any, credited to his Account on December 31, 1994, under
the Plan as in effect immediately prior to the January 1, 1995
restatement of the Plan, such portion and the net income (or net loss)
allocated with respect thereto shall be allocated to a subaccount which
shall be payable at the time and in the form provided under the Plan as
in effect immediately prior to such restatement. In accordance with
procedures established by the Plan Administrator, a Participant may
elect to have his Account or subaccount balance paid or commence to be
paid (i) upon the expiration of a specified term following the
Participant's Termination of Employment, (ii) as soon as
administratively practicable after December 31 of the Plan Year in
which the Participant's Termination of Employment occurs, (iii) on a
date specified by the Participant that is at least 18 months following
the end of the Plan Year for which the deferral election is made, or
(iv) upon the earlier to occur of the date specified in clause (iii) or
the date specified in clause (ii) (the "DEFERRAL PERIOD"). The Plan
Administrator is authorized to establish written guidelines concerning
limitations on the number of subaccounts respecting time and form of
payment that may be maintained under the Plan for any given
Participant. Any such written guidelines shall be deemed to be
incorporated by reference in the Plan. Once an election as to time and
form of payment has been made for a Plan Year, the election may not be
changed by the Participant or former Participant except as specified in
Section 3.07.
(2) Notwithstanding any other provision of the Plan, in accordance with
procedures established by the Plan Administrator, during a one-month period that
will be established by the Plan Administrator, a Participant will have the
opportunity to elect to change the time and/or form of payment he selected for
the amounts credited to his Account or subaccounts to select the new time of
payment option permitted under Section 3.06 for some or all of the amounts
credited to his Account or subaccounts. However, any such election change may
not provide for a payment commencement date that is earlier than 18 months after
the date on which the election change is made. Further, any such election change
shall be void if the Participant voluntarily incurs a Termination of Employment
within the 18-month period starting on the date of his election change.
(3) The heading in Article IX shall be changed to "PAYMENT OF
BENEFITS".
2
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on this 6th day of November, 2003.
XXXXX XXXXXX INCORPORATED
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director, Compensation, Benefits &
Corporate Human Resources
