AMCAST INDUSTRIAL CORPORATION
NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN
(JUNE 1, 2000 RESTATEMENT)
Article I. Purpose and Definitions
1.1 Purpose - In order to permit a select group of management and
highly compensated employees of the Company to earn equal and full credit for
all years of service to the Company, to cause these employee's pensions to be
calculated based upon compensation above, certain limits applicable to the
Qualified Plan and to provide certain other supplemental retirement benefits,
the Company has adopted the following supplemental retirement plan (the "Plan").
1.2 Actuarial Equivalent - A benefit equal in value to the benefit for
which it is substituted as determined actuarially on the basis of such rates of
interest and rates of mortality herein set forth. Actuarial Equivalent under
this Plan will be calculated assuming an investment return based on the PBGC
interest rate in effect on the first day of the year in which the retirement
occurs and the UP-1984 Mortality Table.
1.3 Code - The Internal Revenue Code of 1986, as amended.
1.4 Company - Amcast Industrial Corporation, an Ohio corporation, and
its divisions and subsidiaries.
1.5 Executive Participant - An employee of the Company who is, as of
June 1, 1999, the Chairman of the Board of Directors of the Company or a
corporate officer of the Company who reports directly to the Chairman or is the
President of Elkhart Products Corporation or, as of June 1, 2000, is the
President of Amcast Automotive Inc.
1.6 Income - The total compensation paid during employment to a
Participant by the Company while he or she is a Participant, including regular
pay, overtime pay, annual incentive payments, bonuses, commissions, and a
Participant's salary deferral contributions to the Company's 401(k) Salary
Deferral Plan and Employees Flexible Compensation Plan, but excluding any other
Employer contributions made to any "employee benefit plan" for the Participant,
such as reimbursed expenses, special awards, gifts or allowances, severance
payments, payments under the Company's Long-Term Incentive Plan and
extraordinary compensation.
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1.7 Participant - All employees of the Company (a) who are members of
the Qualified Plan, and (b) whose income exceeds the amount specified in
401(a)(17) of the Federal Code.
1.8 Participant's Beneficiary - The person or persons entitled to
receive benefits under the Qualified Plan because of a relationship with or
designation by a Participant. The Participant's Beneficiary is entitled to
receive a portion of the Participant's benefits under the Plan equal to the
portion of Participant's benefits that the Participant's Beneficiary is entitled
to receive under the Qualified Plan.
1.9 Qualified Plan - The Amcast Merged Pension Plan, Part "A", f/k/a
the Amcast Pension Plan for Salaried Employees.
Article II. Administration
2.1 Administrator - The Plan shall be administered by the pension
and benefits department of the Company.
Article III. Benefits
3.1 Qualified Plan Pension - At the time of retirement, all
Participants shall have their pensions calculated under the provisions of the
Qualified Plan, taking into account the Participant's age and years of service
at retirement, the retirement option selected by Participant, and such other
factors set forth in the Qualified Plan or any provision of federal, state, or
local law, as would affect the calculation of Participant's benefit under the
Qualified Plan. This is the amount of the pension payments payable to
Participant or Participant's Beneficiary under the Qualified Plan.
3.2 Benefits Under the Plan
a. At the time of a Participant's retirement, the following
calculation shall be made:
i. Any Participant who is not an Executive Participant shall
have a calculation made as to the amount their benefits
would be under the Qualified Plan using the same formula
as described in Section 3.1 hereof, but not taking into
account any reduction in benefits or any reduction in the
amount of income or time of service used in calculating
benefits resulting from any provision of federal, state or
local law.
ii. Any Participant who is an Executive Participant shall
have a calculation made as to the amount their benefits
would be under the Qualified Plan using the formula as
described in Section 3.1 hereof, not taking into account
any reduction in benefits or any reduction in the amount
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of income or time of service used in calculating benefits
resulting from any provision of federal, state or local
law (including, but not limited to, Section 401 (a)(4) of
the Code and regulations thereunder), and further
modified as follows:
A. In calculating such benefits, 2.5% shall be
substituted for the percentage used in making the
calculation described in Section 1.1(a)(ii)(A) of
the Qualified Plan.
B. In calculating such benefits, any such Partici-
pant's Credited Service (as defined in the Qual-
ified Plan)shall be increased by 3 full years,with
the total of such Credited Service not to exceed
30 years; and
C. In calculating any reduction for early commence-
ment of such benefits, any such Participant's age
shall be deemed to be 3 years more than his actual
age, with his deemed age not to exceed age 65.
b. In any instance where the benefit payable to a Participant or
the Participant's Beneficiary under the Qualified Plan is
less than the benefit calculated for such Participant in
accordance with the applicable provisions of paragraph 3.2(a)
above, the Participant or Participant's Beneficiary shall be
entitled to receive a pension under the Plan in an amount
which when added to the amount the Participant or Partici-
pant's Beneficiary is entitled to receive under the Qualified
Plan, results in a total amount of pension payments payable
to the Participant or Participant's Beneficiary from the Plan
plus the Qualified Plan equal to the amount calculated with
respect to the Participant or Participant's Beneficiary in
accordance with the applicable provisions of paragraph 3.2(a)
above.
3.3 Payment of Plan Benefits-Benefits shall be payable to Participants
under the terms of any of the following options.
a. Benefits under the Plan shall be payable at the same times
and intervals as benefits payable under the Qualified Plan.
b. Notwithstanding Section 3.3(a) hereof, at any time after the
end of Participant's employment with the Company and at the
election of the Participant or Participant's Beneficiary, the
Company shall pay to the Participant or Participant's Bene-
ficiary an amount equal to the Net Present Value Amount, as
defined in Section 3.5 hereof,less 10 percent of such amount.
After the payment described in this Section 3.3(b) is made,
the Company shall have no further obligation to the Partici-
pant or the Participant's Beneficiary under this Plan. In
calculating such Net Present Value Amount, the Determination
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Date shall be the date on which the Participant exercised his
or her option under this Section. Such net Present Value
Amount shall be paid to the Participant as soon as practical,
but not more than 30 days after the Determination Date.
c. Notwithstanding Section 3.3(a) hereof, the Participant shall
be entitled, no later than three months prior to termination
of Participant's employment with the Company, to elect to
receive the Net Present Value Amount at the time payments be-
gin under the Qualified Plan. The Participant shall have the
option to change such election from time to time provided
that such change is made no later than three months prior to
the termination of the Participant's employment with the
Company. After the payment described in this Section is made,
the Company shall have no further obligation to the Partici-
pant under this Plan. In calculating the Net Present Value
Amount in regard to this Section 3.3(d), the Determination
Date shall be the first day of the month preceding the
Participant's termination of employment.
d. Notwithstanding anything in this Agreement to the contrary,
in the event that (i) an Executive Participant or his spouse
elects the purchase of an annuity pursuant to Section 3.5 and
(ii) the Company is required to (pursuant to Section 3.3) or
agrees to pay the Net Present Value Amount to the Executive
or his spouse, the Company has discretion to have the Trust
distribute any annuity policy or the right to future annuity
payments held by such Trust in complete satisfaction of such
obligation. If an annuity policy or the right to annuity
payment is distributed to the Executive pursuant to Section
3.3(b), the Executive shall pay to the Company an amount
equal to the 10 percent reduction described therein.
3.4 Trust - The Company agrees it will establish a "Guarantor" trust
(the "Trust"), and a copy of which will be attached hereto as Annex A.
a. In the event of a Change of Control of the Company (as de-
fined in the form of contract approved for certain executives
of the Company by the Board of Directors of the Company on
12/19/89 ("Change of Control Agreements")) ("Change of
Control"), the Company shall fund the Trust, as hereinafter
defined, in an amount equal to the Net Present Value Amount
(as defined at Section 3.5). In calculating such Net Present
Value Amount, the Determination Date shall be the date on
which the Change of Control occurred.
b. At the election of an Executive Participant (or his spouse if
the Executive Participant is deceased) following the
commencement of retirement payments to an Executive Partici-
pant or his spouse under the Qualified Plan and the SERP (but
not if employment termination is for Cause, as defined in the
Change in Control Agreements), the Company shall fund the
Trust in an amount equal to the Net Present Value Amount. In
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calculating such net Present Value Amount, the Determina-
tion Date shall be the date on which Executive Participant or
his spouse exercises the option under this Section.
c. Funding of the Trust,either under this Section or voluntarily
by the Company, will not relieve the Company of any of its
payment obligations under this Plan, and such obligations
will be fulfilled only upon actual payment in accordance with
this Plan.
d. If the Trust is funded at the time a payment is required
under this Agreement, the payment will be made on behalf of
the Company by the Trustee out of Trust funds to the extent
permitted by the Trust; provided that the making of such pay-
ment shall not reduce the balance in the Trust below the Net
Present Value Amount (as defined in Section 3.5) of the then
remaining payments to all Participants. The Determination
Date for each such calculation of Net Present Value Amount
will be the related payment date.
At any time when it is determined that the remaining assets
of the Trust are reduced to an amount below the Net Present
Value Amount of all remaining payments to all Participants,
the Company shall, within six months of such determination,
deposit an amount in the Trust so that the assets of the
trust are at least equal to the Net Present Amount of all
remaining payments to all Participants. The readjustment of
the Trust assets shall not take into account the benefits
payable to an Executive Participant or his spouse with re-
spect to which an election has been made pursuant to Section
3.5 to fund the Trust with an annuity.
e. In the event all required payments are made to all Partici-
pants or their Beneficiaries,all funds remaining in the Trust
shall be immediately delivered to the Company.
f. The Company shall instruct that the periodic payments on any
annuity policy purchased pursuant to Section 3.5 commence no
later than twelve months from the date of the annuity
purchase.
3.5 Net Present Value Amount - For the purpose of determining the
amount needed to fund the Trust as described in Section 3.4 or the amount of
payments to be made as described in Section 3.3, the Company's independent
actuaries will calculate the net present value of all payments remaining to be
made to Participant or Participant's Beneficiary under this Plan (herein the
"Net Present Value Amount"). The Net Present Value Amount shall be determined as
of the Determination Date (herein the "Determination Date") in accordance with
the provisions of Annex B attached.
Notwithstanding anything in this Agreement to the contrary, at the election of
an Executive Participant (or his spouse if the Executive Participant is
deceased) following the commencement of retirement payments to an Executive
Participant or his spouse under the Qualified Plan and the SERP (but not if
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employment termination is for Cause, as defined in the Change in Control
Agreements), the Company shall fund the Trust with either (a) an amount equal to
the single premium necessary to purchase an annuity or (b) an annuity policy,
that provides payments approximately equal to the annual benefit described and
calculated in accordance with this Plan. The Company has discretion to (i)
reject such election if a single premium for such annuity policy exceeds the Net
Present Value Amount and (ii) purchase an annuity policy from an insurance
carrier rated A or better with AM Best to provide the Trust with the annual
benefit described herein. In the same manner, the Trust shall state that the
Executive Participant (or his spouse if the Executive Participant is deceased)
following the dates stated in this subparagraph can instruct the trustee to use
Trust assets to purchase an annuity.
Article IV. General
4.1 Amendment and Termination - The Plan may be altered or terminated
only by action of three-fourths (3/4) of the entire Board of Directors of the
Company at a valid meeting. Such termination shall in no way effect, alter, or
reduce any vested right of any Participant existing at the time of the
termination.
4.2 Vesting - Participant's rights under the Plan shall vest at the
time when the Participant's Income and time of service are such that Participant
would be entitled to receive a pension under the Plan if Participant were of
retirement age under the terms of the Qualified Plan and retired under the
Qualified Plan or, in the case of an Executive Participant, when he has
completed five years of Credited Service as calculated under the Plan.
4.3 Effect on Qualified Plans - The adoption, administration,
amendment, or termination of the Plan shall have no effect upon the Qualified
Plan or any other of the Company's qualified plans.
4.4 Non-Assignability of Right to Receive Benefits - The right to
receive benefits under the Plan may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal
process; and if any attempt is made to do so, or a person eligible for any
benefit becomes bankrupt, the interest under the Plan of the person affected may
be terminated by the Company, and the Committee may cause the same to be held or
applied for the benefit of such person or one or more of his or her dependents
in such manner as it deems proper.
4.5 This Plan not an Employment Contract - This Plan does not give to
any Participant the right to be continued in employment or otherwise enlarge or
affect employment status or rights.
4.6 Applicable Law - All questions pertaining to the construction,
validity, and effect of the provisions hereof are to be determined in accordance
with the laws of the State of Ohio.
4.7 Non-Funded Plan - Except as provided herein, the entire cost of the
Plan will be paid from the general assets of the Company. It is the intent of
the Company to pay benefits under the Plan as they become due under the
provisions of Section 3.3 hereof. No liability for the payment of benefits under
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the Plan shall be imposed upon any officer, director, employee, or stockholder
of the Company.
4.8 Plan not a Qualified Plan - The Plan is not intended to be a qual-
ified pension plan.
4.9 Effect on Contractual Rights - The Plan shall not reduce or
otherwise adversely affect any contractual right with respect to retirement of
any person who is a Participant or a Participant's Beneficiary, or relieve the
Company of any contractual obligation with respect to retirement of any person
who is a participant or participant's Beneficiary, except to the extent of
payments made under this Plan.
4.10 Severability - If any provisions of the Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of the Plan, but this Plan shall be construed and enforced as if
said illegal or invalid provision had never been included herein.
4.11 Effective Date - The Plan is effective as of June 1, 1999.
/s/ John H. Shuey
--------------------------------
John H. Shuey, Chairman, President
and Chief Executive Officer
ATTEST:
/s/ Denis G. Daly /s/ R. William Van Sant
- -------------------------------- ---------------------------------
Denis G. Daly, Secretary R. William Van Sant
Chairman, Compensation Committee
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ANNEX B
In calculating the Net Present Value Amount, the following provisions shall
apply; (i) all remaining payments under the SERP shall be provided for; (ii) the
actuarial principles used in connection with the Qualified Plan shall be used to
establish the life expectancy, as the case may be, as of the Determination Date
for purposes of establishing the period over which the payments under Article 3
shall be assumed to be made; and (iii) an annual discount rate equal to PBGC
Discount Rate shall be used to discount future payments to the Determination
Date, or if applicable to calculate a lump sum amount pursuant to Section 3.3
for any Participant with an agreement that limits certain benefits to avoid the
20% tax pursuant to Section 4999 of the Internal Revenue code of 1986, as
amended, such other discount rate as is necessary to avoid any payments from
being subject to such additional 20% tax. As used in this Annex B, the PBGC
Discount Rate shall mean the average of the PBGC discount rates used pursuant to
Section 417(e) (3) (B) of the Internal Revenue Code of 1986, as amended, for the
three months immediately preceding the Determination Date.