Exhibit 10(w)
BROYHILL FURNITURE INDUSTRIES, INC.
SUPPLEMENTAL RETIREMENT INCOME PLAN
Restatement 10/31/2001
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. As used herein, the following terms shall have the
following meanings:
(a) "Board" means the Board of Directors of Broyhill Furniture Industries,
Inc.
(b) "Credited Service" means the Employee's total number of full years and
completed months of employment with the Employer, and with another
Furniture Brands Company prior to transfer to service with the
Employer; provided, however, that in no event shall (i) service with
another Furniture Brands Company after transfer from service with
Employer, (ii) service before the Employee attained age 35, or (iii)
service in excess of 30 years, or (iv) service after a Participant
ceases to have an Executive Title with the Employer, be considered as
Credited Service under this Plan.
(c) "Earnings" means the base salary, including any section 401(k) or
section 125 plan salary reductions, paid by the Employer (or, in the
case of service with another Furniture Brands Company prior to
transfer to service with the Employer, by such other Furniture Brands
Company) to an Employee during a calendar year, plus any incentive
bonuses paid during the calendar year but excluding all other forms of
remuneration; provided, however, Earnings shall not include any amount
paid with respect to employment after a Participant ceases to have an
Executive Title with the Employer.
(d) "Effective Date" means June 1, 1987.
(e) "Employee" means a person employed by the Employer on or after the
Effective Date.
(f) "Employer" means Broyhill Furniture Industries, Inc.
(g) "Executive Title" means Officer of the Employer and such other
management titles as shall be designated as "Executive Titles" by the
Board and listed in Appendix A as attached hereto and incorporated
herein by this reference.
(h) "Highest Average Earnings" means one-fifth of the Employee's aggregate
Earnings during the (5) five consecutive calendar years out of the
last (10) ten consecutive calendar years of employment with the
Employer (up to and including the calendar year of (i) termination of
employment
with the Employer, (ii) transfer to another Furniture Brands Company,
or (iii) transfer to a non-executive title position with the Employer,
whichever first occurs) which give rise to the highest aggregate. Such
calendar years may include years of employment with another Furniture
Brands Company prior to transfer to employment with the Employer, and
may include one or more partial calendar years, each of which shall be
treated as a full calendar year for this purpose.
(i) "Furniture Brands Company" means Furniture Brands International, Inc.
and any of its subsidiaries, other than the Employer; provided
however, for purposes of this Plan, a subsidiary is a Furniture Brands
Company only with respect to such period of time during which it is a
subsidiary of Furniture Brands International, Inc.
(j) "Participant" means an Employee who has satisfied the eligibility
requirements of Article II.
(k) "Plan" means the Broyhill Furniture Industries, Inc. Supplemental
Retirement Income Plan.
(l) "Plan Year" means the calendar year.
(m) "Primary Social Security Amount" means the estimated amount (or actual
amount, if available) of the Participant's annual Primary Insurance
Amount (as defined in the Social Security Act) payable at age 65, or
at retirement, if later. Said amount shall be determined on the basis
of the Social Security Act in effect as of the date of computation,
assuming no additional Earnings after the date of computation.
(n) "Profit-Sharing Annuity Amount" means the amount of annual payment
under a 60-month certain and life annuity commencing at age 65, or at
retirement, if later, which can be purchased at the date of
termination of employment with the Participant's "adjusted account
balance", as defined below. The amount which can be purchased with the
Participant's "adjusted account balance", as defined below, shall be
based on the interest rate(s) used by the Pension Benefit Guaranty
Corporation for determining the value of an immediate annuity for
pension plans terminating 90 days prior to the date of termination of
employment and on the 1984 Unisex Mortality Tables with no adjustment
for sex. For purposes of this Section 1.1(n), "adjusted account
balance" means the Participant's account balance in the Profit Sharing
Retirement Plan of Broyhill Furniture Industries, Inc. as of the last
day of the Plan Year (as defined in said Plan) immediately preceding
the Participant's termination of employment, plus interest on such
balance from the last day of such year to the date of termination of
employment. Interest for purposes of the preceding sentence shall be
calculated using the interest rate(s) used by the Pension Benefit
Guaranty Corporation for determining the value of an immediate annuity
for pension plans terminating 90 days prior to the date of termination
of employment.
ARTICLE II
ELIGIBILITY
Section 2.1. Commencement of Participation. On and after the Effective Date, the
President of the Employer may, in his discretion, recommend for
participation any Employee who has attained age 40 and who has an Executive
Title with the Employer. Such Employee shall become a Participant
immediately upon approval of such recommendation by the Board, said
approval to be given or withheld at the discretion of the Board.
Section 2.2. Termination of Participation. Participation shall end upon
termination of employment with the Employer and with all Furniture Brands
Companies, prior to retirement, for reasons other than Disability (as
defined in Section 4.5 of Article IV). If a former Participant again
becomes an Employee, he shall be treated as a new Employee under the Plan.
Service for a prior period of employment with the Employer or with another
Furniture Brands Company can be recognized only if so recommended by the
President of the Employer and approved by the Board.
Section 2.3. Participant Transfers. Notwithstanding any provision of this Plan
to the contrary, the benefit, if any, payable under Article IV with respect
to a Participant who transfers to another Furniture Brands Company or to a
non-executive title position with the Employer shall be based on his
Credited Service and Highest Average Earnings as of the date of such
transfer. If such Participant transfers back to an Executive Title position
with the Employer, his benefit, if any, shall be determined without regard
to this Section 2.3.
ARTICLE III
RETIREMENT DATES
Section 3.1. Retirement. For purposes of this Plan, retirement occurs when a
Participant has both attained his Normal Retirement Date and terminated
his employment with the Employer and with all Furniture Brands
Companies; provided, however, retirement may occur before age 65 on an
Early Retirement Date as provided under Section 3.3 below.
Section 3.2. Normal Retirement Date. A Participant's Normal Retirement Date
shall be the first day of the calendar month coinciding with or next
following the date he attains age 65.
Section 3.3. Early Retirement Date. Subject to the discretionary approval of the
Board, a Participant may retire after age 55 and prior to his Normal
Retirement Date. The Early Retirement Date shall be any such age as
designated by the Board. Retirement on an Early Retirement Date shall be
contingent upon the Participant's execution of an Early Retirement
Agreement, in a form prescribed by the Board.
Section 3.4. Postponed Retirement Date. A Participant's Postponed Retirement
Date shall be the first day of the calendar month coinciding with or next
following the date, after his Normal Retirement Date, on which he retires.
ARTICLE IV
BENEFITS
Section 4.1. Normal Retirement Benefit.
(a) A Participant who retires on his Normal Retirement Date shall receive,
commencing on his Normal Retirement Date, a monthly retirement benefit
for the life of the Participant. However, if the Participant dies
after payment has begun but before 60 monthly payments have been made,
the balance of such 60 payments shall be paid to the beneficiary
designated by the Participant as provided in Article VI. The monthly
retirement benefit payable hereunder shall be equal to one-twelfth of
(i), less (ii), less (iii), and less (iv), where:
(i) is 3% of the Participant's Highest Average Earnings times his
Credited Service (up to 10 years); plus 1 1/2 % of Highest
Average Earnings in excess of 10 years but not in excess of 20
years; plus 1/2 % of Highest Average Earnings times his Credited
Service in excess of 20 years but not in excess of 30 years;
(ii) is the Participant's Primary Social Security Amount multiplied by
5% times his Credited Service not in excess of 20 years;
(iii) is the Participant's Profit Sharing Annuity Amount; and
(iv) is the annual amount (expressed in the form of an actuarially
equivalent 60-month certain and life annuity commencing at age
65) of any other retirement benefit provided at the Employer's
expense
(or at another Furniture Brands Company's expense) with respect
to such Participant, excluding (i) the portion of any such
benefit earned after transfer from the Employer to another
Furniture Brands Company, and (ii) any benefit payable under a
section 401(k) salary reduction plan. Any actuarial equivalence
shall be determined using the interest rates used by the Pension
Benefit Guaranty Corporation for determining the value of an
immediate annuity for pension plans terminating 90 days prior to
the date of termination of employment and the 1984 Unisex
Mortality Table with no adjustment for sex. In no event shall a
Participant's monthly benefit payable under this Subsection (a)
be less than one-twelfth of the amount determined by multiplying
one half of 1% of the Participant's Highest Average Earnings
times his Credited Service, up to a maximum of 20 years.
(b) Notwithstanding the provisions of Subsection (a) above, but subject,
to Subsection (c) below, a Participant who retires on his Normal
Retirement Date and who has been married to his spouse for at least
one year on such date, shall receive, commencing on his Normal
Retirement Date, a reduced monthly retirement benefit for his life;
and after his death his surviving spouse, if any, shall receive a
monthly benefit for life equal to 50% of the reduced Participant's
monthly benefit. Said joint and survivor annuity form of reduced
benefit shall be payable under Subsection (a) above. Actuarial
equivalence shall be calculated using the interest rate(s) used by the
Pension Benefit Guaranty Corporation for determining the value of an
immediate annuity for pension plans terminating 90 days prior to the
date of termination of employment and the 1984 Unisex Mortality Table
with no adjustment for sex.
(c) If a married Participant elects, prior to retirement, to receive the
60-month certain and life annuity form of retirement benefit described
in Subsection (a) above instead of the joint and 50% survivor annuity
form described in Subsection (b) above, then his benefit under the
Plan shall become payable in the form and the amount as described in
Subsection (a).
Section 4.2. Early Retirement Benefit.
(a) A Participant who retires on an Early Retirement Date shall begin to
receive his retirement benefits on his Normal Retirement Date under
the applicable provisions of Section 4.1, based on his Credited
Service and his Highest Average Earnings of his Early Retirement Date.
(b) If a Participant retires on an Early Retirement Date, but dies before
payment of his retirement benefit begins, the Plan shall pay a monthly
benefit to his surviving spouse, as provided in Section 4.4 below, if
the Participant had been married to such spouse for at least one year
on the date of his death.
(c) A Participant who retires on an Early Retirement Date may ask the
Board to consent to early commencement of the retirement benefit
payable under the Plan. If the Board, in its discretion, approves, the
Participant shall receive a monthly benefit commencing on the first
day of any calendar month beginning on or after his Early Retirement
Date. Said monthly benefit shall be calculated and paid under
Subsection 4.1(a) above, based on his Credited Service and his Highest
Average Earnings of his Early Retirement Date; provided, however, such
monthly benefit shall be reduced by one-half of 1% for each full month
by which the benefit commencement date precedes his Normal Retirement
Date. Unless the Participant has elected otherwise under Subsection
4.1(c), the reduced benefit determined under the preceding sentence
shall be paid in the form of an actuarially equivalent joint and 50%
survivor annuity as described in Subsection 4.1(b) if the Participant
has been married to his spouse for a least one year on the date
benefits commence.
Section 4.3. Postponed Retirement Benefit.
(a) A Participant who retires after his Normal Retirement Date shall
receive, commencing on his Postponed Retirement Date, a monthly
retirement benefit for the life of the Participant. However, if the
Participant dies after payment has begun, but before 60 monthly
payments have been made, the balance of such 60 payments shall be paid
to the beneficiary designated by the Participant as provided in
Article VI. The monthly retirement benefit payable hereunder shall be
equal to one-twelfth of (i), less (ii), less (iii), and less (iv),
where:
(i) is 3% of the Participant's Highest Average Earnings times his
Credited Service (up to 10 years); plus 1 1/2 % of Highest
Average Earnings times his Credited Service in excess of 10 years
but not in excess of 20 years; plus 1/2 % of Highest Average
Earnings times his Credited Service in excess of 20 years but not
in excess of 30 years;
(ii) is the Participant's Primary Social Security Amount multiplied by
5% times his Credited Service not in excess of 20 years;
(iii) is the Participant's Profit-Sharing Annuity Amount; and
(iv) is the annual amount (expressed in the form of an actuarially
equivalent 60-month certain and life annuity, commencing at
retirement) of any other retirement benefit provided at the
Employer's expense (or at another Furniture Brands Company's
expense) with respect to such Participant, excluding (i) the
portion of any such benefit earned after transfer from the
Employer to another Furniture Brands Company, and (ii) any
benefit payable under a section 401(k) salary reduction plan. Any
actuarial equivalence shall be determined using the interest
rate(s) used by the Pension Benefit Guaranty Corporation for
determining the value of an immediate annuity for pension plans
terminating 90 days prior to the date of termination of
employment and the 1984 Unisex Mortality Table with no adjustment
for sex.
In no event shall a Participant's monthly benefit payable under
this Subsection (a) be less than one-twelfth of the amount
determined by multiplying one-half of 1% of the Participant's
Highest Average Earnings times his Credited Service, up to a
maximum of 20 years.
(b) Notwithstanding the provisions of Subsection (a) above, but subject to
Subsection (c) below, a Participant who retires after his Normal
Retirement Date and who has been married to his spouse for at least
one year on his Postponed Retirement Date, shall receive, commencing
on his Postponed Retirement Date, a reduced monthly retirement benefit
for his life; and after his death his surviving spouse, if any, shall
receive a monthly benefit for life equal to 50% of the reduced
Participant's monthly benefit. Said joint and survivor annuity form of
reduced benefit shall be actuarially equivalent to the retirement
benefit payable under Subsection (a) above. Actuarial equivalence
shall be calculated using the interest rate(s) used by the Pension
Benefit Guaranty Corporation for determining the value of an immediate
annuity for pension plans terminating 90 days prior to the date of
termination of employment and the 1984 Unisex Mortality Table with no
adjustment for sex.
(c) If a married Participant elects, prior to retirement, to receive the
60-month certain and life annuity form of retirement benefit described
in Subsection (a) above instead of the joint and 50% survivor annuity
form described in Subsection (b) above, then his benefit under the
Plan shall become payable in the form and the amount as described in
Subsection (a).
Section 4.4. Pre-Retirement Death Benefit.
(a) If a married Participant dies after attaining age 55 and completing at
least 10 years of Credited Service, but before payment of his
retirement
benefit begins, and if he had been married to his spouse for at least
one year on the date of his death, the Plan shall pay a monthly
benefit to the surviving spouse for life, commencing on the first day
of the month next following the date of the Participant's death. The
surviving spouse's monthly benefit shall be 50% of the reduced monthly
benefit that would have been payable to the Participant under
Subsection 4.1(a) or 4.3(a), as appropriate, based on the
Participant's Credited Service and Highest Average Earnings as of the
date of his death, after reduction of said benefit by one-half of 1%
for each full month, if any, by which the benefit commencement date
precedes the Participant's Normal Retirement Date, and after
conversion of said reduced benefit to an actuarially equivalent joint
and 50% survivor annuity as described in Subsection 4.1(b) or 4.3(b),
as appropriate. No death benefit is payable under this Plan with
respect to any Participant who dies before payment of his Plan benefit
begins, if such Participant was unmarried, or had been married for
less than one year, on the date of death
Section 4.5. Disability.
(a) If a Participant who has attained age 50 and has completed at least 10
years of Credited Service becomes Disabled (as defined for purposes of
eligibility to receive benefits under the Broyhill Furniture
Industries, Inc. Long Term Disability Plan, whether or not said
Participant is covered under such plan), his termination of employment
for Plan purposes shall occur when his period of Disability ends
unless he resumes employment with the Employer or another "Furniture
Brands Company." Such period of Disability shall end on the date of
the Participant's death, the date the Participant's Disability ends
(as defined for purposes of the Broyhill Furniture Industries, Inc.
Long Term Disability Plan), or the Disabled Participant's Early
Retirement Date, if any, or Normal Retirement Date, whichever first
occurs.
(b) Upon the death of a Disabled Participant after attaining age 55 and
prior to his Normal Retirement Date, a benefit shall be paid to the
Disabled Participant's surviving spouse, if any, under Section 4.4
above, if the Disabled Participant had been married to his spouse for
at least one year on the date of his death.
(c) Upon the Normal Retirement Date of a Disabled Participant, a monthly
retirement benefit shall be payable under Section 4.1 above.
(d) A Disabled Participant may ask the Board to consent to commencement of
his retirement benefit on an Early Retirement Date. If the Board
consents, payment of a reduced benefit shall begin under Section 4.2
above as of the Early Retirement Date designated by the Board, based
on the Disabled Participant's Credited Service as of such date. (e)
For purposes of this Section 4.5, the period of Disability of a
Disabled Participant who had an Executive Title with the Employer when
he became Disabled shall be treated as Credited Service. For purposes
of determining Highest Average Earnings with respect to such Disabled
Participant, Earnings for each calendar year during the period of
Disability shall mean such Disabled Participant's annual base pay in
effect as of the date he became Disabled plus one-third of the sum of
the last three annual incentive bonuses he received with respect to
his performance prior to becoming Disabled. Such Disabled
Participant's Earnings prior to his period of Disability are as
defined in Section 1.1(c) of Article I.
ARTICLE V
ADMINISTRATION AND CLAIMS PROCEDURE
Section 5.1. The Board shall construe, interpret and administer all provisions
of the Plan and a decision of a majority of the Board shall govern.
Section 5.2. A decision of the Board may be made by a written document signed
by a majority of the Board or be a meeting of the Board. The Board may
authorize any of its members to sign documents or papers on its behalf.
Section 5.3. For the purpose of this Plan's administration and claims
procedures the Board shall appoint a Secretary who need not be a Board
member. The Secretary shall keep all records of meetings and of any
action by the Board in connection with this Plan, and any and all other
records desired by the Board. The Board may appoint such agents, who
need not be members of the Board, as it may deem necessary for the
effective exercise of its duties under the Plan, and may, to the extent
not inconsistent herewith, delegate to such agents any powers and
duties, both ministerial and discretionary, as the Board may deem
expedient and appropriate.
Section 5.4. No Board member, as such, shall make any decision or take any
action covering exclusively his own eligibility for participation or
for benefits under the Plan, if he is an Employee, but all such matters
shall be decided by a majority of the remaining Board members or, in
the event of inability to obtain a majority, by the President of the
Employer.
Section 5.5. A Participant or beneficiary or other person who believes that he
is being denied a benefit to which he is entitle (hereinafter referred
to as "Claimant") may file a written request for such benefit with the
Board setting forth his claim. The request must be addressed to: Board
of Directors, Broyhill Furniture Industries, Inc., One Broyhill Park,
Post Office Box 700, Lenoir, NC 28633.
Section 5.6. Upon receipt of a claim the Board shall advise the Claimant that a
reply will be forthcoming within 90 days and shall in fact deliver such
reply within such period. However, the Board may extend the reply
period for an additional 90 days for reasonable cause. If the claim is
denied in whole or in part, the Board will adopt a written opinion
using language calculated to be understood by the Claimant setting
forth:
(a) the specific reason or reasons for denial,
(b) the specific references to pertinent Plan provisions on which the
denial is based,
(c) a description of any additional material or information necessary
for the Claimant to perfect the claim and an explanation why such
material or such information is necessary, appropriate
information as to the steps to be taken if the Claimant wishes to
submit the claim for review, and
(d) the time limits for requesting a review under Section 5.7.
Section 5.7. Within sixty days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Board
review its determination. Such request must be addressed to the Board as
provided in Section 5.5. The Claimant or his duly authorized representative
may, but need not, review the pertinent documents and submit issues and
comments in writing for consideration by the Board. If the Claimant does
not request a review of the Board's determination within such sixty-day
period, he shall be barred and estopped from challenging the Board's
determination.
Section 5.8. Within sixty days after the Board's receipt of a request for
review, it will review its determination. After considering all materials
presented by the Claimant, the Board will render a written opinion, written
in a manner calculated to be understood by the Claimant, setting forth the
specific reasons for the decision and containing specific references to the
pertinent Plan provisions on which the decision is based. If special
circumstances require that the sixty-day time period be extended, the Board
will so notify the Claimant and will render the decision as soon as
possible but not later than 120 days after receipts of the request for
review. The decision of the Board shall be final and binding on the
Claimant.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Spendthrift. No Participant, spouse, or beneficiary may voluntarily
or involuntarily assign, transfer, encumber or otherwise subject to lien
any of the benefits payable or to be payable under this Plan.
Section 6.2. Incapacity. If, in the opinion of the Board, a person to whom a
benefit is payable is unable to care for his affairs because of illness,
accident or any other reason, any payment due the person, unless prior
claim therefor shall have been made by a duly qualified guardian or other
duly appointed and qualified representative of such person, may be paid to
some member of the person's family, or to some party who, in the opinion of
the Board, has incurred expense for such person. Any such payment shall be
a payment for the account of such person and shall be a complete discharge
of any liability.
Section 6.3. Employee Rights. The Employer, in adopting this Plan, shall not be
held to create or vest in any Employee or any other person any interest,
pension or benefits other than the benefits specifically provided herein.
Nothing contained herein shall be construed to be a contract of employment
for any term, nor as conferring upon any Employee the right to continue to
be employed by the Employer, or by any Furniture Brands Company, in his
present capacity, or in any capacity.
Section 6.4. Service of Process and Plan Administration.
(a) The President of the Employer shall be the agent for service of legal
process.
(b) The Employer shall be the Plan Administrator.
Section 6.5. Benefit Forfeiture. Notwithstanding any other provision of the Plan
to the contrary, in the event the Board reasonably believes that a
Participant has breached any of the provisions of the Early Retirement
Agreement which he entered into pursuant to Section 3.3 of Article III, the
Board shall cancel any further payments under the Plan, and all rights of
the Participant, his spouse, and his beneficiaries under this Plan shall be
forfeited.
Section 6.6. Unfunded Plan. The Plan shall be unfunded. The Employer shall pay
all benefits hereunder out of the general assets of the Employer.
Section 6.7. Amendment or Termination. The Employer reserves the right to amend
or terminate the Plan. In the event of termination, the benefits accrued as
of the date of termination shall be frozen. The remaining provisions of the
Plan shall continue to apply with respect to such frozen benefits, but no
further Credited Service shall be earned nor shall the amount of the
benefit increase. In the event of amendment, the benefits accrued under the
Plan as of the Effective Date of any amendment will in no event be
decreased or forfeited as a result of the amendment, nor shall the terms of
the Plan governing the benefits accrued as of such date (determined on the
basis of the Participant's Highest Average Earnings and Credited Service as
of such date) be less favorable to any Participant as the result of such
amendment.
Section 6.8. Employee Contributions. There shall be no contributions by
Employees.
Section 6.9. Vesting. No benefit under this Plan shall be payable with respect
to a Participant whose employment with the Employer and with all Furniture
Brands Companies is terminated prior to age 65 for reasons other than
death, Disability (as defined in Section 4.5 of Article IV) or Early
Retirement (under the terms of Section 3.3 of Article III).
Section 6.10. Beneficiary. A Participant whose retirement benefit under Article
IV is to be paid in the form of a 60-month certain and life annuity shall
designate a beneficiary to receive any guaranteed amount remaining unpaid
at his death and may designate one or more contingent beneficiaries which
may be other than a natural person. Such designation must be in writing in
a form satisfactory to the Board. The Participant may change such
designation at any time by filing a new beneficiary designation form with
the Board, but such change will not be effective until recorded by the
Board. If any beneficiary surviving the Participant shall die before
receiving all of the guaranteed payments, if any, to become due under the
Plan, such payments shall be payable when due to the surviving contingent
beneficiaries in the order provided. If payments become due and there is no
surviving beneficiary, or if such beneficiary is other than a natural
person, such payments shall be commuted and paid in one lump sum. If no
beneficiary has been designated to receive such commuted value, it shall be
paid to the Participant's spouse, or if no spouse survives, to the
Participant's children, or if no child survives, to the executor or
administrator of the Participant's estate.
IN WITNESS THEREOF, the Employer has caused this Plan to be executed by its
duly authorized officers this ______ day of _______________, 20___.
BROYHILL FURNITURE INDUSTRIES, INC.
SEAL
By_____________________________________
Title ___________________________________
ATTEST:
____________________________________
Secretary
APPENDIX A
The following positions with the Employer are Executive Titles:
o Officer
o Department Manager
o Production Manager
o Merchandise Manager
o Marketing Manager
o Sales Manager
o Plant Manager
o Director of Gallery Operations
o Manager of Dealer Services