Form Of Supplemental Executive Retirement Plan Agreement
Exhibit 10(W)
Xxxxxxxx Corporation (“Xxxxxxxx”) entered into a Supplemental Executive Retirement Plan Agreement
identical to the form attached hereto with each of the following Xxxxxxxx executive officers on the
dates and having the “Benefit Service Start Dates” indicated:
| Date | Name | Benefit Service Start Date | ||||||
01/01/02 |
Xxxxxxxx X. Xxxxxx |
12/01/95 | ||||||
01/01/02 |
Xxxxxxxx X. Xxxxxxx |
11/03/97 | ||||||
01/01/02 |
Xxxxxxx X. Xxxxxxx |
02/16/99 | ||||||
01/01/02 |
Xxxxx X. Xxx |
06/01/00 | ||||||
01/01/02 |
Xxxx X. Xxxxxxx |
04/01/00 | ||||||
01/01/02 |
Xxxx X. Xxxxxx |
10/01/99 | ||||||
04/16/02 |
Xxxxxxx X. Xxxxxxxxxx |
04/16/02 | ||||||
02/22/05 |
Xxxxxxxx Xxxxxxx |
02/22/05 | ||||||
08/09/05 |
Xxxxx X. Xxxxxxx |
08/09/05 | ||||||
XXXXXXXX CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
INTRODUCTION
The purpose of this Plan is to provide additional pension benefits and supplemental retiree medical
benefits to certain executive employees of Xxxxxxxx Corporation. This Plan, currently known as the
Xxxxxxxx Corporation Supplemental Executive Retirement Plan, is hereby amended and restated as of
January 1, 2002. This restatement of the Plan reflects all prior amendments to the Plan.
I. DEFINITIONS
1.1 “Alternative Pension Benefits” means the benefits provided pursuant to Article III of this
Plan.
1.2 “Benefit Service Start Date” means the date specified for an Eligible Employee pursuant to
Section 2.1 of the Plan.
1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time.
1.4 “Company” means Xxxxxxxx Corporation.
1.5 “Covered Compensation” means Covered Compensation as defined in the Xxxxxxxx Retirement
Plan.
1.6 “Earnings” means the definition of compensation contained in the Xxxxxxxx Retirement Plan
with the following modifications:
(a) For purposes of this Plan, Earnings shall be increased by the amount of salary
reduction contributions made to the Xxxxxxxx Corporation Savings Benefit Restoration
Plan or the Xxxxxxxx Pump and Engine Controls, Inc. Savings Benefit Equalization
Plan; and
(b) For purposes of this Plan, Earnings shall be determined without regard to the
limitation on compensation contained in Code Section 401(a)(17).
1.7 “Eligible Employee” means an individual (a) who is or was an employee of the Company, (b)
who is or was a participant in the Xxxxxxxx Corporation Employees’ Pension Plan or a predecessor
plan, (c) who is or has been designated as a Eligible Employee by the Board of Directors of the
Company.
1.8 “Final Average Earnings” means the definition of average compensation contained in the
Xxxxxxxx Retirement Plan as modified by the definition of Earnings contained in this Plan.
1.9 “Xxxxxxxx Retirement Plan” means the Xxxxxxxx Corporation Employees’ Pension Plan.
1.10 “Plan” means this Xxxxxxxx Corporation Supplemental Executive Retirement Plan, as in
effect at any time.”
1.11 “Retiree Medical Plan” means the Xxxxxxxx Corporation Medical and Prescription Drug Plan
for Salaried Retirees, as such plan may be amended from time to time.
1.12 “Supplemental Retiree Medical Benefits” means the benefits provided pursuant to Article V
of this Plan.
1.13 “Supplemental Pension Benefits” means the benefits provided pursuant to Article IV of
this Plan.
1.14 “Years of Benefit Service” means an Eligible Employee’s Years of Benefit Service, as
determined under the Xxxxxxxx Retirement Plan. Notwithstanding the foregoing, if an Eligible
Employee receives payments after termination of employment under the terms of the Xxxxxxxx
Corporation Management Continuity Agreement, the period of service for which such payments are made
shall be credited under this Plan as Years of Benefit Service if the Eligible Employee does not
receive the equivalent of a pension benefit for such service under the Xxxxxxxx Corporation
Management Continuity Agreement.
1.15 “Years of SERP Service” means an Eligible Employee’s period of service from the Eligible
Employee’s Benefit Service Start Date to the date the Eligible Employee terminates employment with
the Company or is no longer an Eligible Employee, using the methodology for calculating Years of
Benefit Service under the Xxxxxxxx Retirement Plan. As provided in Sections 4.2 and 4.5 of the
Plan, Years of SERP Service used to calculate Supplemental Pension Benefits shall be limited to a
maximum of 15 years, and Years of SERP Service shall be reduced, if necessary, so that the sum of
an Eligible Employee’s Years of Benefit Service and Years of SERP Service do not exceed thirty-five
years.
II. ELIGIBILITY AND BENEFITS
2.1 An Eligible Employee shall be notified by the Company of his or her eligibility to receive
benefits under this Plan and shall be provided with a copy of the Plan which shall be signed by the
Eligible Employee and which shall specify the Eligible Employee’s Benefit Service Start Date.
2.2 Subject to the terms and conditions contained in this Plan, an Eligible Employee shall be
entitled to receive Alternative Pension Benefits as described in Article III of the Plan,
Supplemental Pension Benefits as described in Article IV of the Plan, and Supplemental Retiree
Medical Benefits as described in Article V of the Plan.
III. ALTERNATIVE PENSION BENEFITS
3.1 An Eligible Employee shall be entitled to receive Alternative Pension Benefits which shall
be calculated and paid in accordance with the provisions of this Article III.
3.2 An Eligible Employee’s Alternative Pension Benefit shall be a yearly pension benefit equal
to 1.5% of the Eligible Employee’s Final Average Earnings multiplied by the Eligible Employee’s
Years of Benefit Service, plus .45% of the Eligible Employee’s Final Average Earnings in excess of
Covered Compensation multiplied by the Eligible Employee’s Years of Benefit Service up to a maximum
of 35 Years of Benefit Service.
3.3 Notwithstanding the provisions contained in Section 3.2, an Eligible Employee’s
Alternative Pension Benefit shall be reduced by the amount of any benefit paid to the Eligible
Employee from the Xxxxxxxx Retirement Plan and/or the amount of any benefit paid to the Eligible
Employee from a benefit restoration plan or a benefit equalization plan sponsored by the Company
that provides special benefits to Eligible Employees as a result of limitations applicable to the
Xxxxxxxx Retirement Plan.
3.4 An Eligible Employee’s Alternative Pension Benefit shall be payable, at the election of
the Eligible Employee, under any payment option which could have been elected by the Eligible
Employee under the Xxxxxxxx Retirement Plan. Notwithstanding the foregoing, if an Eligible
Employee is entitled to receive a benefit from the Xxxxxxxx Retirement Plan, any Alternative
Pension Benefit to be paid from this Plan shall be calculated using the same payment option elected
by the Eligible Employee under the Xxxxxxxx Retirement Plan. Alternative Pension Benefits shall be
actuarially adjusted in the same manner as benefits are adjusted under the Xxxxxxxx Retirement
Plan.
3.5 Notwithstanding the provisions contained in Section 3.4, an Eligible Employee may elect to
have his or her Alternative Pension Benefits paid in a single lump sum payment. Lump sum amounts
shall be paid to the Eligible Employee 90 days after the Eligible Employee’s benefit commencement
date under the Xxxxxxxx Retirement Plan, or as soon as administratively feasible thereafter. If an
Eligible Employee is not eligible to receive a benefit from the Xxxxxxxx Retirement Plan, the lump
sum amount shall be paid to the Eligible Employee 90 days after termination of employment, or as
soon as administratively feasible thereafter. The election of a lump sum payment shall be made in
writing and may be delivered to the Committee at any time up to 30 days before the Eligible
Employee’s benefit commencement date or termination of employment. Lump sum payments shall be
calculated using an immediate annuity factor and the interest rate and mortality table specified in
the Xxxxxxxx Retirement Plan as of the valuation date. Lump sum payments shall be in lieu of all
Alternative Pension Benefits, but shall have no effect on the form, timing, or amount of any
distribution from the Xxxxxxxx Retirement Plan.
IV. SUPPLEMENTAL PENSION BENEFITS
4.1 An Eligible Employee shall be entitled to receive Supplemental Pension Benefits which
shall be calculated and paid in accordance with the provisions of this Article IV.
4.2 Subject to the maximum Years of Service contained in Section 4.5 of the Plan, an Eligible
Employee’s Supplemental Pension Benefit shall be a yearly pension benefit equal to
1.6% of the Eligible Employee’s Final Average Earnings multiplied by the Eligible Employee’s
Years (and partial years) of SERP Service (up to a maximum of fifteen Years of SERP Service).
4.3 An Eligible Employee’s Supplemental Pension Benefit shall be payable, at the election of
the Eligible Employee, under any payment option which could have been elected by the Eligible
Employee under the Xxxxxxxx Retirement Plan. Notwithstanding the foregoing, if an Eligible
Employee is entitled to receive a benefit from the Xxxxxxxx Retirement Plan, any Supplemental
Pension Benefit to be paid from this Plan shall be calculated using the same payment option elected
by the Eligible Employee under the Xxxxxxxx Retirement Plan. Supplemental Pension Benefits shall
be actuarially adjusted in the same manner as benefits are adjusted under the Xxxxxxxx Retirement
Plan.
4.4 Notwithstanding the provisions contained in Section 4.3, an Eligible Employee may elect to
have his or her Supplemental Pension Benefits paid in a single lump sum payment. Lump sum amounts
shall be paid to the Eligible Employee 90 days after the Eligible Employee’s benefit commencement
date under the Xxxxxxxx Retirement Plan, or as soon as administratively feasible thereafter. The
election of a lump sum payment shall be made in writing and may be delivered to the Committee at
any time up to 30 days before the Eligible Employee’s benefit commencement date. Lump sum payments
shall be calculated using an immediate annuity factor and the interest rate and mortality table
specified in the Xxxxxxxx Retirement Plan as of the valuation date. Lump sum payments shall be in
lieu of all Supplemental Pension Benefits, but shall have no effect on the form, timing, or amount
of any distribution from the Xxxxxxxx Retirement Plan.
4.5 Notwithstanding any other provision of this Plan, an Eligible Employee’s Years of SERP
Service shall be reduced, if necessary, so that the sum of the Eligible Employee’s Years of Benefit
Service and Years of SERP Service do not exceed thirty-five. Notwithstanding the foregoing, this
provision of the Plan shall not apply to Eligible Employee’s who were participants in the Plan on
January 1, 2001.
V. SUPPLEMENTAL RETIREE MEDICAL BENEFITS
5.1 An Eligible Employee and his or her eligible beneficiaries (as described in the Retiree
Medical Plan) shall be entitled to receive Supplemental Retiree Medical Benefits as provided in
this Article V, provided, however, that the provisions of this Article shall not apply to any
Eligible Employee who becomes an Eligible Employee after December 31, 2002.
5.2 In the event and to the extent an Eligible Employee or his or her eligible beneficiaries
are not eligible to participate in or are not entitled to full benefits under the Retiree Medical
Plan following termination of employment, the Eligible Employee and his or her eligible
beneficiaries shall be entitled to Supplemental Retiree Medical Benefits equal to the full benefits
provided under the Retiree Medical Plan as in effect from time to time.
5.3 Supplemental Retiree Medical Benefits shall be payable to the Eligible Employee and his or
her eligible beneficiaries from and after the later of the date the Eligible Employee terminates
employment with the Company, or the date Eligible Employee reaches (or in the event of death would
have reached) age 55.
VI. DEATH BENEFITS
6.1 Except as provided in Section 6.2, if an Eligible Employee dies prior to retirement, his
or her surviving spouse shall be entitled to receive a supplemental survivor annuity under this
Plan. The amount of such supplemental survivor annuity shall be based on any Alternative Pension
Benefit and/or Supplemental Pension Benefit payable under this Plan converted to a preretirement
survivor annuity using the calculation methodology contained in the Xxxxxxxx Retirement Plan.
Supplemental Pension death benefits shall be paid at the same time and in the same form as death
benefits are paid to the surviving spouse under the Xxxxxxxx Retirement Plan. Alternative Pension
death benefits shall be paid under any form of death benefit permitted under the Xxxxxxxx
Retirement Plan, as elected by the surviving spouse.
6.2 Notwithstanding the provisions contained in Section 6.1, if an Eligible Employee dies
after attaining age 55 and completing 5 years of vesting service, the Eligible Employee’s surviving
spouse shall receive a lump sum benefit in lieu of the death benefit provided under Section 6.1.
The lump sum benefit shall be the amount the Eligible Employee would have been entitled to receive
as a lump sum benefit if the Eligible Employee had retired on the day before his or her death.
Lump sum payments to a surviving spouse of an Eligible Employee shall be paid to the surviving
spouse 90 days after the surviving spouse’s benefit commencement date under the Xxxxxxxx Retirement
Plan, or as soon as administratively feasible thereafter.
VII. PAYMENT OF BENEFITS AND RESERVATION OF RIGHTS
7.1 Alternative Pension Benefits, Supplemental Pension Benefits, and Supplemental Retiree
Medical Benefits payable pursuant to the provisions of this Plan shall be paid from the general
assets of the Company. Such benefits shall be paid in the same manner, and at the same time, as
such benefits would be payable if paid from the underlying Xxxxxxxx Retirement Plan or Retiree
Medical Plan.
7.2 Nothing in this Plan shall prevent the Company from terminating or amending the Xxxxxxxx
Retirement Plan or the Retiree Medical Plan and any benefits payable from this Plan, to the extent
such benefits are determined pursuant to the provisions of the Xxxxxxxx Retirement Plan or the
Retiree Medical Plan, shall be calculated pursuant to the provisions of such plans as amended.
7.3 The Company may amend or terminate this Plan at any time, provided, however, that any such
amendment or termination shall not reduce any Alternative Pension Benefits or Supplemental Pension
Benefits which have accrued prior to the date of such amendment or termination.
VIII. GENERAL PROVISIONS
8.1 To the extent benefits paid under this Plan are subject to withholding under Federal,
state, and/or local law, such amounts shall be withheld from the payments due to Eligible
Employees.
8.2 The right or interest of any person to a benefit under this Plan shall not be subject to
voluntary or involuntary alienation, assignment, or transfer of any kind.
8.3 The establishment of this Plan shall not confer any legal right to an Eligible Employee
for continuation of employment, or interfere with the right of an Employer to discharge an Eligible
Employee or to treat an Eligible Employee without regard to the impact that such treatment may have
under this Plan.
8.4 Except to the extent that Federal law is controlling, this Plan shall be construed and
administered in accordance with the laws of the State of North Carolina.
Executed by the Company this ___day of ____________, ___.
____________________________
Accepted by the Eligible Employee this ___day of ____________, ___.
_____________________________
The Benefit Service Start Date for the Eligible Employee is ____________
