EXHIBIT 10.6
FLEXSTEEL INDUSTRIES, INC.
RESTORATION RETIREMENT PLAN
This Agreement is made this ____ day of ______________, 20___, by and
between FLEXSTEEL INDUSTRIES, INC., a Minnesota corporation (hereinafter the
"Corporation") and ____________________________________________________________
(hereinafter collectively "Employees" and individually as "Employee").
WHEREAS, the above named Employees are all Executive Officers of the
Corporation as appointed by the Board of Directors of the Corporation; and
WHEREAS, the Corporation desires to contribute to the future retirement
benefits of the Employees in addition to those contributions made under the
Flexsteel Industries, Inc. Salaried Employees Retirement Plan.
In consideration of the Agreements hereinafter contained, the parties
hereto agree as follows:
1. Plan Year and Fiscal Year. The "Plan Year" shall be a calendar year.
The "Fiscal Year" shall be July 1 to June 30 of each year.
2. Salary, Bonuses and Management Incentive. Beginning in the year
2001, and until the Employee reaches the age of 65, the Company shall make an
annual contribution by the 15th day of January of each year equal to seven
percent (7%) of the total of the following: the sum of the Employee's base
salary plus Annual Cash Bonus Award for the previous calendar year (including
any voluntary deferrals), less the amount of that sum which qualifies for
contributions under the Flexsteel Industries, Inc. Salaried Employees Retirement
Plan.
3. Vesting. Benefits under this Plan shall be considered fully vested
as of the date of this Agreement.
4. Accounting. The Company shall maintain a separate Account into which
all contributions for the Employee under this Plan shall be credited. Employee's
Account shall be credited annually with the earnings based on the income that
the Company earns on the monies invested in the Rabbi Trust created for
investment of contributions.
5. Payment of Employee Account. Each Employee's Account will be paid to
him upon the earliest of the Employee's death, disability, age 65, or retirement
(as defined in the Corporation's Employees Retirement Salaried Plan).
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The method of payment for each Employee's Account will be paid in
accordance with the election form signed by the Employee (see Exhibit A
attached). Additionally, the Employee shall have the right to designate a
beneficiary to receive the remaining proceeds (see Exhibit B attached), if the
Employee should die prior to receiving all of his payments. If an Employee fails
to execute a beneficiary designation or if there is no beneficiary alive at the
time of distribution, then the proceeds due Employee will be paid to the
Employee's estate. The beneficiary designation may be changed at any time during
Employee's lifetime as long as the Employee is competent or by the Employee's
attorney-in-fact who is specifically authorized to make the change.
6. Disability. For purposes of this Agreement, an Employee shall be
deemed to be disabled if the Board of Directors of the Corporation shall find on
the basis of medical evidence satisfactory to the Board of Directors that the
Employee is totally disabled, mentally or physically, so as to prevent him from
engaging in his customary employment by the Corporation and that such disability
will be permanent and continuous during the remainder of his life.
7. Board of Directors Right to Modify Payout. Notwithstanding anything
herein to the contrary, the Board of Directors of Corporation shall have the
right in its sole discretion to vary the manner and time of making any payment
to an Employee provided for in this Agreement, provided such distribution is
paid over a shorter period than that designated in any election made by the
Employee.
8. Unfunded Arrangement. It is the intention of the parties that the
Company is not required to establish any unfunded arrangement to pay any
obligation under this Plan for tax purposes, for purposes of Title I of ERISA or
for any other purposes. The Employee recognizes and agrees that the Employee has
the legal status of a general unsecured creditor and this Plan constitutes a
mere promise of the Company to make benefit payments in the future. However,
Company reserves the right to establish any unfunded arrangement to pay any
obligation hereunder in any manner it deems appropriate, provided the unfunded
arrangement will not be deemed constructively received by Employee for federal
income tax purposes. Furthermore, any trust created by the Company and assets
held by the trust to assist it in meeting its obligations under the Plan will
conform to the terms of the model trust, as described in Revenue Procedure
92-64, 1992-33 I.R.B. 11. Notwithstanding the above, the Company has established
a Rabbi Trust as an unfunded arrangement to pay the obligations hereunder.
9. Assignability. Employee's payments hereunder are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Employee or of
Employee's beneficiary.
10. Competency. If the Corporation shall find that any person to whom
any payment is payable under this Agreement is unable to care for his affairs
because of illness or accident, or is a minor, any payment due (unless a prior
claim therefore shall have been made by a duly appointed
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conservator, or other legal representative) may be made to the spouse, a child,
a parent, or a brother or sister, or to any such person deemed by the Board of
Directors of the Corporation to have incurred expense for such person otherwise
entitled to payment, in such manner and proportions as the Board of Directors of
the Corporation may determine. Any such payment shall be a complete discharge of
the liability of the Corporation under this Agreement.
11. Employment Rights. Nothing contained herein shall be construed as
conferring upon the Employee the right to continue in the employ of the
Corporation as an Executive or in any other capacity.
12. Relationship to Other Benefits. Any deferred compensation payable
under this Agreement shall not be deemed salary or other compensation to the
Employee for the purpose of computing benefits to which he or she may be
entitled under any pension plan or other arrangement of the Corporation for the
benefit of its Employees.
13. Interpretation and Construction. The Board of Directors of the
Corporation shall have full power and authority to interpret, construe, and
administer this Agreement and the Board of Directors interpretation and
construction thereof, and actions thereunder, including any valuation of the
Deferred Compensation Account, or the amount or recipient of the payment to be
made therefrom, shall be binding and conclusive on all persons for all purposes.
No member of the Board of Directors shall be liable to any person for any action
taken or omitted in connection with the interpretation and administration of
this Agreement unless attributable to his own willful misconduct or lack of good
faith.
14. Amendments. Corporation shall have the right to amend this
Agreement without Employees' approval for the purpose of including additional
employees under this Agreement. Any other amendment may only be made with the
consent of all of the parties.
15. Employee Who is a Member of Board of Directors. If an Employee to
this Agreement is a member of the Board of Directors of the Corporation, that
Employee agrees by signing this Agreement not to partake in any decisions under
paragraphs 6, 7, 10, 13, 14, and 18 which affect his own Account or any matters
relating thereto.
16. State Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Iowa.
17. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Corporation and its successors and assigns, and the Employee,
his successors, assigns, heirs, executors, administrators and beneficiaries.
18. Right to Terminate Agreement. The Board of Directors of the
Corporation shall have the right to terminate this Agreement at the end of any
calendar year, provided it gives at least
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thirty (30) day notice to the Employees of the termination of the Agreement. If
the Agreement is terminated, any sums previously paid in will be subject to the
Agreement.
19. Savings Clause. Any provisions of this Plan, that if given effect
would serve to invalidate or disqualify the Plan, shall be null and void.
20. Counterparts. This Agreement may be signed in Counterparts by the
parties hereto.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and the Employees have hereunto set his
hand on the date set opposite their signature.
FLEXSTEEL INDUSTRIES, INC.
By: ____________________________________
K. Xxxxx Xxxxxxxxx, President
Date: __________________________________
By: ____________________________________
Xxxxxx X. Xxxxxxxxxx, Secretary
Date: __________________________________
By: ____________________________________
________________, Employee
Date: __________________________________
By: ____________________________________
_________________, Employee
Date: __________________________________
By: ____________________________________
__________________, Employee
Date: __________________________________
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EXHIBIT A
FLEXSTEEL INDUSTRIES, INC.
RESTORATION RETIREMENT PLAN
EMPLOYEE'S ELECTION OF METHOD OF PAYMENT
Under the Restoration Retirement Plan Agreement with Flexsteel
Industries, Inc., I, ______________________________, elect to receive my Plan
Account as follows (check one of the boxes below):
[ ] A. In a lump sum within thirty (30) days of the event
requiring payment.
[ ] B. In approximate equal annual amounts over a five (5)
year period with the first payment due within thirty
(30) days after the event requiring payment.
[ ] C. In approximate equal annual amounts over a ten (10)
year period with the first payment due within thirty
(30) days after the event requiring payment.
[ ] D. In approximate equal semi-annual amounts over a five
(5) year period with the first payment due within
thirty (30) days after the event requiring payment.
[ ] E. In approximate equal semi-annual amounts over a ten
(10) year period with the first payment due within
thirty (30) days after the event requiring payment.
Notwithstanding the above, I acknowledge that the Corporation has the
authority to accelerate the payments pursuant to paragraph 7 of the Plan.
Signature ________________________
Title ________________________
Date ________________________
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EXHIBIT B
FLEXSTEEL INDUSTRIES, INC.
RESTORATION RETIREMENT PLAN
BENEFICIARY DESIGNATION OF EMPLOYEE
Under the Restoration Retirement Plan Agreement with Flexsteel
Industries, Inc., I, ______________________________, hereby designate the
following as beneficiary of any portion of my Plan Account which has not been
paid prior to death:
A. Primary Beneficiary: ________________________________
B. Contingent Beneficiary: ________________________________
Signature ________________________
Title ________________________
Date ________________________
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