EXHIBIT 10.1
Revised 04/19/95
EG&G, INC.
Supplemental Executive Retirement Plan
SECTION I
Plan Objectives
1.1 The objectives of the Supplemental Executive Retirement Plan (the
"Plan") are as follows: to increase the overall effectiveness of the
Company's executive compensation program to attract, retain, and
motivate qualified senior executives;
1.2 to provide retirement benefits more closely related to Total
Compensation; and
1.3 to soften the financial impact of early retirement for Participants.
SECTION II
Definitions
When used herein, the following terms shall have the meaning indicated below:
2.1 Actuarial Equivalence means a benefit of equivalent value to the benefit
which otherwise would have been provided determined on the basis of
the 1971 Group Annuity Mortality Table with no loading, and projected
by Scale E, with a one-year age setback for the Participant and a five-
year age setback for any Beneficiary, and on the basis of an interest
rate of 7 percent.
2.2 Average Total Compensation means the average annual Total
Compensation of a Participant for the highest five successive years of
Credited Service for which the Participant is directly compensated by the
Company out of the last ten years of such Credited Service prior to age
65 or earlier termination of employment.
2.3 Basic Plan means the EG&G, Inc. Employees' Retirement Plan and any
other Company retirement plan under which a Participant is entitled to
receive benefits.
2.4 Basic Plan Benefit means the annual benefit payable under the Basic Plan
in the form of a straight-life annuity at the time of retirement or at age
65, whichever benefit is greater.
2.5 Committee means the Senior Executive Compensation and Governance
Committee of the EG&G, Inc. Board of Directors.
2.6 Company means EG&G, Inc. and any subsidiary of which EG&G, Inc.
controls 50 percent or more of the voting stock.
2.7 Credited Service shall be determined in accordance with the following:
(a) A Participant shall accrue a full year of Credited Service for each
year in which he has at least 2,080 Hours of Service. In any year
in which a Participant has less than 2,080 Hours of Service, the
Participant shall be deemed to complete 1/12 of a Year of
Credited Service for each 173-1/3 Hours of Service completed
during such year.
(b) Service with a company other than the Company may, at the
discretion of the Committee, be deemed to be Credited Service.
(c) In the event a Participant who has completed ten or more Years
of Service becomes a Disabled Participant, the period of
disability up to age 65 shall be counted as Credited Service
regardless of whether the Participant remains in the employ of the
Company.
(d) A Participant shall in no event be deemed to accrue more than
one full year of Credited Service with respect to any year.
(e) If the Participant was an Employee of the Company, terminated
his Employment and is rehired, the following rules shall apply in
determining his years of Credited Service:
(i) In the case of a Participant who had ten or more Years of
Service, his Years of Credited Service accrued during his
prior period of Employment shall be reinstated as of the
date of his re-employment.
(ii) In the case of a Participant whose Employment terminated
before completing ten Years of Service, his Years of
Credited Service accrued during his prior period of
Employment shall be reinstated unless the "Break-in-Service"
exceeds the greater of: (a) five years, or (b) the
number of prior Years of Service.
2.8 Disabled Participant means a Participant who incurs a physical or
mental condition which, as determined by the Federal Social Security
Administration, renders the Participant eligible to receive disability
benefits under Title 11 of the Federal Social Security Act, as amended
from time to time.
2.9 Effective Date means January 1, 1978.
2.10 Eligible Spouse means a person who was legally married to the
Participant on the date of retirement or, if not retired, the date of
death.
2.11 Employee means any person employed by the Company or a successor in
a merger or other reorganization.
2.12 Employment means service in the employ of the Company, or a
successor in a merger or other reorganization.
2.13 Executive Officer means an officer of EG&G, Inc. at or above the Vice
Presidential level, the General Counsel, the Treasurer, the Corporate
Controller, Assistant Treasurer, and Assistant Clerk.
2.14 Participant means either an Executive Officer of EG&G, Inc. or any
other employee of the Company who is so designated by the Committee.
2.15 Plan Benefit means the annual benefit payable in accordance with this
Plan.
2.16 Social Security Benefit means the estimated annual Primary Old Age
Insurance Amount which the Participant would be entitled to receive at
retirement under the Federal Social Security Act; provided, however,
that the Social Security, Benefit for a Participant who dies or retires
prior to age 65 shall be calculated on such date as if:
(a) the Participant will not receive any future wages which would be
treated as wages for purposes of the Federal Social Security Act;
and
(b) the Participant had elected to begin receiving Social Security as
of the earliest age then allowable to the Participant under said
Act.
2.17 Social Security Tax Base means the 35 year average of maximum wages
upon which Social Security taxes were based during each of the calendar
years ending with the calendar year in which the Employee reaches his
Normal Retirement Date, assuming no change in the Social Security
maximum taxable wage after the Employee's termination of
Employment. In order to determine the Social Security Tax Base for an
Employee who works beyond his Normal Retirement Date, it will be
assumed that the Employee's Normal Retirement Date occurs in the year
of termination.
2.18 Surviving Spouse Option means that the Participant's Plan Benefit will be
paid in the form of a 50 percent joint and Survivor option which is the
Actuarial Equivalent of the Participant's Plan Benefit had it been paid in
the form of a Lifetime Income Option.
2.19 Total Compensation means the total cash compensation in the form of
base salary and incentive awards paid under the EG&G, Inc.
Management Incentive Program (Incentive Award) paid to a Participant
by the Company. For purposes of this Plan, an Incentive Award shall
be allocated to the period of employment for which such Incentive
Award was earned rather than to the period during which such Incentive
Award was paid.
2.20 Years of Service shall be determined in accordance with the following:
(a) A Participant shall accrue a Year of Service for each year in
which he has 1,000 or more Hours of Service with the Company.
Any Year in which the Participant has less than 1,000 but more
than 500 Hours of Service shall not constitute a Break-in-Service
but will not be considered as a Year of Service. If in any Year,
the Participant has less than 500 Hours of Service, he shall incur
a Break-in-Service.
(b) A Participant shall be considered as accruing Hours of Service in
accordance with his normal work week for each week:
(i) while on an authorized leave of absence, if at or before
the end of such leave, the Participant returns to service,
provided however, that a Participant on a leave who fails
to return to service at or before the end of such leave, will
be considered to have terminated his Employment as of
the last day of service with the Company. If, however,
such failure to return was due to death, disability, or
retirement on his early or normal retirement date, the
Participant's date of termination will be the date on which
one of the above occurs.
(ii) during the one-year period following the date on which a
Participant is laid off due to a reduction in work force
provided the Participant returns to service within the one-year
period following his date of termination. If the
Participant does not return to service within said one-year
period, whether because he was not recalled or was
recalled but did not return to service, the Participant shall
be considered to have terminated his service as of the last
day of service.
If a Participant terminates his Employment and is rehired, the following
rules shall apply in determining his Years of Service:
(a) In the case of a Participant who had five or more Years of
Service, his Years of Service accrued during his prior period of
Employment shall be reinstated as of the date of his re-employment.
(b) In the case of a Participant whose Employment terminated before
completing five Years of Service, his Years of Service accrued
during his prior period of Employment shall be reinstated unless
the "Break-in-Service" exceeds five years.
In no event shall a Participant be deemed to have more than one Year of
Service with respect to any Year.
SECTION III
Plan Benefits
3.1 Plan Benefit - Subject to Section IV below, a Participant who has
attained age 55 and completed five Years of Service (including at least
five Years of Service after the Effective Date of this Plan) upon
retirement shall be entitled to receive an annual Plan Benefit equal to (a)
less (b) plus (c) calculated as follows:
(a) .85 percent of Average Total Compensation for each Year of
Credited Service, plus .75 percent of Average Total
Compensation in excess of Social Security Tax Base;
Less
(b) 100 percent of the Participant's Basic Plan Benefit;
Plus
(c) The reduction, if any, to the early retirement benefit payable
from the Basic Plan due to the limitations as set forth in Section
415(b) of the Internal Revenue Code of 1986.
The benefit payable under the Plan, however, shall in no event be less than (c)
above. Years of Service after age 65 shall not be counted in determining the
Plan Benefit in 3.1(a) above, nor shall any actuarial adjustment be made as the
result of, either retirement before or after age 65.
3.2 Pre-Retirement Death Benefit - If a Participant who has attained age 55
and completed five Years of Service dies prior to retirement, the
Participant's Eligible Spouse, if any, shall be entitled to receive an
annual Plan Benefit determined as if the Participant had retired and
elected a 50 percent Actuarial Equivalent Surviving Spouse Option on
the day before the Participant died. If a participant dies prior to
attaining age 55, but after the completion of five years of service, the
participant's benefit will be calculated on the date of the participant's
death; and the participant's eligible spouse, if any, shall be entitled to
receive an annual Plan Benefit in the form of 50 percent Actuarial
Equivalent Surviving Spouse Option commencing on the day the
participant would have attained age 55, if still living.
3.3 Form of Payment - The form of payment shall be:
(a) In the form of a lifetime income for any Participant who does not
have an Eligible Spouse.
(b) In the form of a 50 percent Surviving Spouse option for any
Participant who does have an Eligible Spouse.
Benefit payments will commence on the first of the month following the
month in which the Participant retires, but not later than April 1 of the
calendar year following the Participant attaining age 70 1/2.
3.4 Except as provided in Sections 4.1 and 4.2, the Company shall promptly
pay all Participants or Eligible Spouses the benefits due them under the
plan without any right to offset or to delay any benefits pending the
outcome of any arbitration, lawsuit or other dispute with any such
Participant.
SECTION IV
Miscellaneous
4.1 Forfeiture of Benefits - No benefits shall be paid under this Plan if a
Participant, without the prior consent of the Committee, enters into or in
any manner takes part as an employee, agent, officer, director, owner,
or otherwise, in any business or entity which in the opinion of the
Committee is in competition with or is in the same field as the business
of the Company. After age 65, a Participant may join a business in the
same field as, but not in competition with the Company. The foregoing
shall not apply to ownership of less than 5 percent of the stock of a
publicly-held corporation whose stock is publicly-traded on an exchange
or in the over-the-counter market.
4.2 Provisions for Benefits - The Plan is unfunded. Benefits are paid from
the operating revenues of the Company. Notwithstanding the foregoing,
EG&G, Inc., in its sole discretion, may create one or more trusts to hold
assets of the Plan and to provide for the payment of benefits. EG&G,
Inc. shall be the owner of each trust and the trust corpus shall be subject
to the claims of general creditors in the event of the bankruptcy or
insolvency of EG&G, Inc. The trusts shall contain such other terms and
conditions as EG&G, Inc. may deem necessary or advisable to ensure
that benefits are not includable, by reason of the trusts, in the income of
trust beneficiaries prior to actual distribution and that the existence of
the trusts do not cause the Plan to be considered "funded" for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as
amended.
4.3 Government Regulations - It is intended that the Plan will comply with
all applicable laws and governmental regulations. The Company shall
not be obligated to perform an obligation hereunder, or make any benefit
payments, in any case where, in the opinion of the Company's General
Counsel, such performance would result in violation of any law or
regulation.
4.4 Nonassignment - The right to compensation after termination hereunder
shall not be assignable, and neither the Participant, nor an Eligible
Spouse, nor any designated beneficiary shall be entitled to have such
payments commuted or made otherwise than in accordance with the
provisions of this Plan.
4.5 Arbitration - Any controversy relating to this Plan shall be settled by
arbitration in the City o f Boston, Commonwealth of Massachusetts,
pursuant to the rules then obtaining of the American Arbitration
Association, and judgment upon the award ma be entered in any court
having jurisdiction, and the Company and the Participant agree to be
bound by the arbitration decision on any such controversy. Unless
otherwise agreed by the parties hereto, arbitration will be by three
arbitrators. The cost of any such arbitration shall be borne equally by
the Company and the Participant. Each party shall be responsible for its
own legal expenses.
4.6 Amendment or Discontinuance - The Board of Directors of EG&G, Inc.
may amend or terminate the Plan at any time. Such amendment or
termination shall not reduce, eliminate, or accelerate the benefit
entitlements in course of payment to retired Participants, joint
annuitants, or surviving spouses, or the accrued Plan Benefit of all
Participants.
4.7 Additional Retirement Security - In the event that a person other than
EG&G, Inc. acquires or makes a tender offer for 15 percent or more of
the outstanding shares of the Company's capital stock, the provisions of
this Section 4.7 shall automatically become effective immediately and
this Plan shall be amended by the addition of subsections (a), (b), (c)
and (d) below unless the Board of Directors of EG&G, Inc. votes
otherwise within twenty days of such event:
(a) The requirement contained in section 3.1 that, in order to retire
and receive an annual Plan Benefit, a Participant must have
attained age 55 and completed at least five years of Service after
the Effective Date of this Plan, shall be eliminated. Benefit
payments will not commence until the Participant has retired.
(b) All Participants in the Plan who retired prior to the happening of
such event shall have an irrevocable, vested right, except in the
event of insolvency or bankruptcy as defined in Section 7.1 of the
EG&G, Inc. Non-Qualified Benefit Trust Agreement, to
continue to receive an annual Plan Benefit at the level determined
in accordance with Section III without discontinuance or
reduction, but in no event will this right be enforceable against
the trust.
(c) All Participants in this Plan who retire after the happening of
such event shall have an irrevocable, vested right except in the
event of insolvency or bankruptcy as defined in Section 7.1 of the
EG&G, Inc. Non-Qualified Benefit Trust Agreement, to the
maximum annual Plan Benefit determined in accordance with
section 3.1 hereof, without reduction, forfeiture or
discontinuance, but in no event will this right be enforceable
against the trust.
(d) No new Participant(s) shall be added to this Plan after the
happening of such event.
For the purposes of this section, the word "person" shall mean a person
as defined in section 3 (13)(9) of the Securities Exchange Act of 1934.
SECTION V
Administration
5.1 The Plan shall be administered by the Committee. If any member of the
Committee shall be receiving benefits under the Plan, or is eligible to
participate in the plan, such member may not participate in any decisions
of the Committee relating to the Plan.
5.2 The Committee may employ counsel, agents, and such clerical,
accounting and actuarial services as they might require in carrying out
the provisions of the Plan.
5.3 The Committee may from time to time establish rules and procedures for
the administration of the Plan. Such rules, procedures and decisions so
made shall be conclusive and binding on all persons having an interest in
the Plan. The Committee shall make all determinations as to the right of
any person to a benefit under this Plan. Any denial by the Committee of
a claim for benefits filed by a Participant or a Beneficiary, shall be
stated in writing by the Committee and delivered or mailed to the
Participant or Beneficiary. The Committee shall afford a reasonable
opportunity to any Participant or Beneficiary whose claim for benefits has
been denied, for a review of the decision denying the claim.
5.4 In the event a Participant who is entitled to receive benefits under this
Plan becomes incapacitated in any way so as to be unable to manage his
financial affairs, payments becoming due to such person may be made to
another for his benefit as directed by a court of competent jurisdiction.
Payments made pursuant to such power shall be a complete discharge of
any liability for making such payment under the provision of the Plan.
5.5 The Committee shall have such duties and powers as may be necessary
to discharge its duties hereunder, including, but not by way of
limitation, the following:
(a) To construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner, and time of
payment of any benefit hereunder.
(b) To prescribe rules, procedures and forms to be followed
regarding the administration of the Plan.
(c) To select a trust or trusts to hold assets or administer benefits
under the Plan.
(d) To receive, review and keep on file (as it deems convenient or
proper) reports of the financial condition, and of the receipts and
disbursements, of any Trust or Trusts holding assets of the Plan,
and a copy of this Plan including any amendments thereto.
5.6 The Administrative Committee and the individual members thereof shall
be indemnified by the Company against any and all liabilities arising by
reason of any act or failure to act made in good faith pursuant to the
provisions of the Plan, including expenses reasonably incurred in the
defense of any claim relating thereto.