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EXHIBIT 10.8
FIRST AMENDMENT TO ▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL
INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS AGREEMENT by ▇▇▇▇▇▇▇▇▇▇▇ International Incorporated (the
"Sponsor"),
W I T N E S S E T H:
WHEREAS, the Sponsor maintains the Plan known as "▇▇▇▇▇▇▇▇▇▇▇
International Incorporated Supplemental Executive Retirement Plan" (the
"Plan"); and
WHEREAS, the Sponsor retained the right in Section 7.1 of the
Plan to amend the Plan from time to time; and
WHEREAS, the Sponsor desires to clarify the eligibility
provisions of the Plan; and
WHEREAS, the Board of Directors of the Sponsor approved
resolutions to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of
January 1, 1992, as follows:
Section 2.1 of the Plan is hereby completely amended and
restated to provide as set forth in the substitute page attached
hereto which shall be inserted into the Plan in place of the
above-described original section.
IN WITNESS WHEREOF, the Sponsor has executed this Agreement
this _____ day of December, 1993.
▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL INCORPORATED
By ____________________________________
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ARTICLE II
ELIGIBILITY
2.1 INITIAL ELIGIBILITY. Those employees of any Company who are
designated by the Committee as members of a select group of management or
highly compensated employees. Participants in the ▇▇▇▇▇▇▇▇▇▇▇ Pension Plan who
are designated by the Committee as members of a select group of management or
highly compensated employees will automatically become a Participant in this
Plan.
2.2 TERMINATION OR FREEZE OF ▇▇▇▇▇▇▇▇▇▇▇ PENSION PLAN. If the
▇▇▇▇▇▇▇▇▇▇▇ Pension Plan is either frozen or terminated then each Participant
in this Plan shall become fully vested in his Accrued Benefit to the date of
the freeze or termination. The Deferred Compensation Benefit shall then be
payable at the time, in the form and under the terms and conditions for the
payment of benefits under the ▇▇▇▇▇▇▇▇▇▇▇ Pension Plan.
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SECOND AMENDMENT TO ▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL
INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS AGREEMENT by ▇▇▇▇▇▇▇▇▇▇▇ International Incorporated (the
"Sponsor"),
W I T N E S S E T H:
WHEREAS, the Sponsor maintains the Plan known as "▇▇▇▇▇▇▇▇▇▇▇
International Incorporated Supplemental Executive Retirement Plan" (the
"Plan"); and
WHEREAS, the Sponsor retained the right in Section 7.1 of the
Plan to amend the Plan from time to time; and
WHEREAS, the Sponsor desires to clarify what compensation
shall be taken into account under the Plan; and
WHEREAS, the Board of Directors of the Sponsor approved
resolutions to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of
___________________, 1994, as follows:
Section 3.2 of the Plan is hereby completely amended and
restated to provide as set forth in the substitute pages attached
hereto which shall be inserted into the Plan in place of the
above-described original section.
IN WITNESS WHEREOF, the Sponsor has executed this Agreement
this _____ day of __________________, 1994.
▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL INCORPORATED
By ___________________________________
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ARTICLE III
DEFERRED COMPENSATION BENEFIT
3.1 ENTITLEMENT TO DEFERRED COMPENSATION BENEFIT. A Participant shall
be entitled to a Deferred Compensation Benefit under the terms of this Plan
only upon fulfilling the requirements to become entitled to a benefit under the
terms and provisions of the ▇▇▇▇▇▇▇▇▇▇▇ Pension Plan as amended from time to
time.
3.2 CALCULATION OF DEFERRED COMPENSATION BENEFIT. The Deferred
Compensation Benefit payable to a Participant under the terms of this Plan
shall be the same benefit which would be payable to the Participant under the
applicable provisions of the ▇▇▇▇▇▇▇▇▇▇▇ Pension Plan had the compensation
considered under that plan for benefit accruals included all compensation paid
the Participant in addition to the compensation permitted to be considered for
plan purposes, including incentive cash and stock bonuses attributable to the
Plan Year in which earned, regardless of when paid, and elective contributions
under the ▇▇▇▇▇▇▇▇▇▇▇ Supplemental Savings Plan, and had none of this benefit,
so calculated, been subject to any mandatory limitations then applicable to it
under the Code, ERISA or any other federal statute which now limits or will in
the future limit benefits payable from that Plan (by way of illustration but
not limitation, FOR EXAMPLE, the limitation on compensation set out in
Section 401(a)(17) of the Code or the Section 415 limitation on benefits
permitted to be paid by a qualified plan) reduced by the actual benefit paid
under the ▇▇▇▇▇▇▇▇▇▇▇ Pension Plan as subjected to those same limitations. In
computing the Deferred Compensation Benefit and the benefit payable under the
▇▇▇▇▇▇▇▇▇▇▇ Pension Plan, the same actuarial assumptions required by the
definition of Accrued Benefit shall be used
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both in the calculation of the benefit and any additional assumptions necessary
because of an election of form or time of consummation of benefits.
3.3 FORM AND TIME OF PAYMENT. The Deferred Compensation Benefit
shall be payable to the Participant by the Company at the time, in the form and
subject to the same conditions and limitations as are set out under the terms
and provisions of the ▇▇▇▇▇▇▇▇▇▇▇ Pension Plan, as amended from time to time.
Should there be any dispute as to the form or the commencement date of payment
of benefits, the resolution of that dispute for purposes of the ▇▇▇▇▇▇▇▇▇▇▇
Pension Plan shall be conclusively deemed to be the resolution of that same
dispute under the terms of this Plan.
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THIRD AMENDMENT TO ▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL
INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS AGREEMENT by ▇▇▇▇▇▇▇▇▇▇▇ International Incorporated (the "Sponsor"),
W I T N E S S E T H :
WHEREAS, the Sponsor maintains the Plan known as "▇▇▇▇▇▇▇▇▇▇▇
International Incorporated Supplemental Executive Retirement Plan" (the
"Plan"); and
WHEREAS, the Sponsor retained the right in Section 7.1 of the
Plan to amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Sponsor approved
resolutions to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of
January, 1995, as follows:
Section 3.1 of the Plan is hereby completely amended
and restated to provide as set forth in the substitute page
attached hereto which shall be inserted into the Plan in place
of the above-described original section.
IN WITNESS WHEREOF, the Sponsor has executed this Agreement
this 23rd day of August, 1995.
▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL
INCORPORATED
By /s/ P. BURGUIRES
----------------------------------
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ARTICLE III
DEFERRED COMPENSATION BENEFIT
3.1 ENTITLEMENT TO DEFERRED COMPENSATION BENEFIT. A Participant
shall be entitled to a Deferred Compensation Benefit under the terms of this
Plan only upon fulfilling the requirements to become entitled to a benefit
under the terms and provisions of the ▇▇▇▇▇▇▇▇▇▇▇ Pension Plan as amended from
time to time. Notwithstanding the preceding sentence, each Participant shall
be entitled to a Deferred Compensation Benefit under the terms of this Plan
upon the occurrence of a "change of control" that is not approved, recommended
or supported by the Board of Directors in actions taken prior to, and with
respect to, such "change of control." A "change of control" shall be deemed to
have occurred if: (i) a third person, including a "group" as determined in
accordance with section 13(d)(3) of the Securities Exchange Act of 1934,
becomes the beneficial owner of shares of the Employer having 20% or more of
the total number of votes that may be cast for the election of directors of the
Employer; or (ii) as a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Employer before the
Transaction shall cease to constitute a majority of the board of directors of
the Employer or any successor to the Employer. The Committee shall determine
whether a "change of control" has occurred within the meaning of this Section
3.1 and shall determine whether any such "change of control" has been approved,
recommended or supported by the Board of Directors, and its determination shall
be final and conclusive.
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