Exhibit 10(x)
LANE FURNITURE INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Restated January 1, 2003
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LANE FURNITURE INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Supplemental Executive Retirement Plan (the "Plan") is for the purpose of
providing supplemental retirement benefits for and retaining designated key
management employees of Lane Furniture Industries, Inc. ("Lane") and certain of
its affiliated companies.
Article I
Definitions
Section 1.1. Definitions. As used herein, the following terms shall have the
following meanings:
(a) "Administrator" means Furniture Brands International, Inc.
(b) "Affiliate" means any corporation which, during any period of
employment of a Participant, was at least 50% controlled, directly or
indirectly, by Lane.
(c) "Basic Plan" means any defined benefit pension plan(s) (as defined in
Section 3(2) of the Employee Retirement Income Security Act of 1974,
as subsequently amended) sponsored by "Furniture Brands" or any
affiliate of "Furniture Brands", including Lane or any affiliate,
under which any Participant is entitled to a retirement benefit.
(d) "Basic Plan Benefit" means the amount of benefit payable from the
Basic Plan to a Participant or, in the case of a pre-retirement death
benefit, to the Surviving Spouse of a Participant, in the normal form
of annuity payable.
(e) "Beneficiary" means the beneficiary or contingent annuitant as
specified pursuant to the provisions of the Basic Plan.
(f) "Code" means the Internal Revenue code of 1986, as subsequently
amended.
(g) "Committee" means the Executive compensation and Stock Option
Committee of the Board of Directors of "Furniture Brands", as now or
hereafter constituted, or any other committee or sub-committee
thereof, as so designated or empowered by the Board of Directors of
"Furniture Brands".
(h) "Employee" means any person employed by Lane or an Affiliate on or
after the Effective Date.
(i) "Furniture Brands" means Furniture Brands International, Inc. and any
successor thereof.
(j) "Participant" means any Employee who satisfies the eligibility
requirements set forth herein and who is designated as a Participant
by the Committee. An Employee shall become a Participant in the Plan
as of the date he is designated a Participant by the Committee.
(k) "Plan" means the Lane Furniture Industries, Inc. Supplemental
Executive Retirement Plan.
(l) "Surviving Spouse" means the spouse of a Participant who is eligible
to receive a surviving spouse benefit under the Basic Plan.
(m) The masculine gender, where appearing in the Plan will be deemed to
include the feminine gender, and the singular may include the plural,
unless the context clearly indicates the contrary.
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Article II
Eligibility
Section 2.1. Commencement of Participation. On and after the Effective
Date, the President of Furniture Brands, Lane or of any Affiliate may, in his
discretion, recommend for participation any Employee who is an Executive Officer
(as herein defined) of Lane or of any Affiliate, and who has attained the age of
40 years. For purposes of this Plan, an "Executive Officer" shall include the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer, any Vice President and the President of any operating
division. Such Employee shall become a Participant upon approval of such
recommendation by the Committee, and as of the date established by the
Committee, said approval to be given or withheld at the discretion of the
Committee.
Section 2.2. Termination of Participation. Participation shall end upon
termination of employment with Lane or an Affiliate, prior to retirement, for
reasons other than death or disability, provided, however, that a transfer of a
participant to Furniture Brands or to another Furniture Brands affiliated
company will not be deemed to be a termination of employment for purposes of
this Plan.
Section 2.3. Discharge for Cause; Non-Competition. If any Participant
entitled to a benefit under this Plan is discharged for cause, or enters into
competition with Lane or any Affiliate, or interferes with the relations between
Lane or any Affiliate, and any customer, or engages in any activity that would
result in any decrease of or loss in sales by Lane or any Affiliate or which
would otherwise be detrimental to Furniture Brands, Lane, or any other Furniture
Brands affiliated company, the rights of such Participant to a benefit under
this Plan, including the rights of a Surviving Spouse or a Beneficiary to a
benefit, will be forfeited, unless the Committee determines that such activity
is not detrimental to the best interests of Lane or an Affiliate. However, if
the individual ceases such activity and notifies the Administrator of such
action, then the Participant's right to receive a benefit, and any right of a
Surviving Spouse or a Beneficiary to a benefit, will be restored within 60 days
of said notification, unless the Committee in its sole discretion determines
that the prior activity has caused serious injury to Lane or any Affiliate,
which determination will be final and conclusive.
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Article III
Retirement Dates
Section 3.1. Retirement Dates. Each Participant is eligible to retire and
receive a benefit under this Plan beginning on one of the following dates:
(a) "Normal Retirement Date" which is the same as Normal Retirement Date
under the Basic Plan;
(b) "Early Retirement Date" which is the same as Early Retirement Date
under the Basic Plan;
(c) "Delayed Retirement Date" which is the same as Delayed Retirement Date
under the Basic Plan; or
(d) "Disability Retirement Date" which is the same as Disability
Retirement Date under the Basic Plan.
Article IV
Benefits
Section 4.1. Normal Retirement Benefit. A Participant's annual retirement
benefit payable from and after Normal Retirement Date under the Plan will equal:
(a) 3% of Final Average Compensation (as defined herein) per year for the
first 10 years of Service (as defined herein), plus
(b) 1 1/2% of Final Average Compensation per year for years of Service 11
through 20, plus
(c) 1/2% of Final Average Compensation per year for years of Service 21
through 30, less
(d) primary Social Security benefits (defined as 5% of the Social Security
PIA times years of Service up to 20 years), less
(e) any Basic Plan Benefit and any other retirement benefit provided at
the employer's expense (or at another Furniture Brands Company's
expense) with respect to such Participant, but excluding (i) the
portion of any such benefit earned after transfer to another Furniture
Brands Company, (ii) any benefit payable under a Section 401(k) salary
reduction plan, and (iii) any benefits available under a split-dollar
insurance policy.
"Final Average Compensation" as used herein shall have the same meaning as
Final Average Compensation under the Basic Plan. "Compensation" as used herein
shall have the same meaning as compensation under the Basic Plan, but without
reference to any of the limitations imposed by the code; provided, however, that
the maximum annual Compensation for these purposes shall not exceed $500,000.
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"Service as used herein shall have the same meaning as Service under the
Basic Plan for all service to Lane or an Affiliate after age 35, and shall
include service with another Furniture Brands Company completed prior to
employment at Lane or an Affiliate.
Section 4.2. Early Retirement Benefit. A Participant shall have the option
to take early retirement at age 55 and after 15 years of Service to Lane or an
Affiliate, subject to the approval of the Committee in its sole discretion, and
subject further to the execution of a non-competition agreement. The benefit
payable in the event of early retirement shall be the Normal Retirement Benefit
calculated as set forth in Section 4.1 above, but reduced by 6% per year
(pro-rated for any portion of a year) for each year of retirement prior to the
Normal Retirement Date.
Section 4.3. Delayed Retirement Benefit. A Participant's retirement benefit
payable at a Delayed Retirement Date will be equal to the Participant's Normal
Retirement Benefit calculated as set forth in Section 4.1 above.
Section 4.4. Disability Benefits. In the event a Participant becomes
totally disabled, as defined in the Basic Plan, and is eligible for a disability
benefit payment from the Basic Plan, a disability benefit will be payable from
this Plan, calculated in accordance with Section 4.1 hereof, but reduced by 6%
per year (pro-rated for any portion of a year) for the first ten years prior to
Normal Retirement Date. For these purposes, "actuarial reduction" shall have the
same meaning as provided in the Basic Plan for retirement under the Basic Plan
prior to age 55. The disability benefit payment will cease under this Plan when
the disability benefit ceases under the Basic Plan.
Section 4.5. Limitation on Benefits. Except with respect to Discretionary
Benefits provide pursuant to section 4.8 hereof, in no event will nay benefit
payable pursuant to this Plan result in an aggregate payment to a Participant of
an amount greater than fifty percent (50%) of Final Average Compensation when
combining (i) Basic Plan Benefits, (ii) primary Social Security benefits, and
(iii) payments pursuant to this Plan.
Section 4.6. Date of Calculation. The retirement benefits under this Plan
shall be calculated as of the date retirement benefits commence payment under
the Basic Plan.
Section 4.7. Forms of Benefit.
(a) The normal form of benefit under this Plan will be a life annuity (for
unmarried Participants) or a 50% joint and survivor benefit (for
married Participants). If an optional form of benefit has been elected
under the Basic Plan, such election will be deemed to be an election
of that same optional form of benefit under this Plan as well; The
normal form of benefit under this Plan will be a life annuity (for
unmarried Participants) or a 50% joint and survivor benefit (for
married Participants). If an optional form of benefit has been elected
under the Basic Plan, such election will be deemed to be an election
of that same optional form of benefit under this Plan as well;
provided, however, that in the event that Participant is eligible for
and elects to receive benefits from the Basic Plan in the form of a
lump sum, benefits under this Plan will be payable in the form of a
life annuity.
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(b) Notwithstanding the provisions of paragraph 4.7(a), if the monthly
benefit payable to a Participant under this Plan, or in case of a
Surviving Spouse's benefit, is $100 per month or less, then in lieu of
receiving a monthly benefit, the Participant or Surviving Spouse shall
receive a single sum cash settlement. The single sum cash settlement
shall be determined in accordance with the provisions of the Basic
Plan for determining similar settlements.
Section 4.8. Discretionary Benefit. The Committee shall have the authority
to provide any discretionary supplementary or additional benefits pursuant to
this Plan to a Participant at any time after the Participant ceases to be an
Employee.
Section 4.9. Death Benefits. A Surviving Spouse is entitled to a Death
Benefit under this Plan if he is entitled to a Death Benefit under the Basic
Plan. Such Death Benefit under this Plan shall be calculated in accordance with
Section 4.1 of this Plan, adjusted pursuant to Section 4.2 of this Plan, payable
in the form of and subject to the same limitations as a Death Benefit payable
under the Basic Plan to a Surviving Spouse.
Section 4.10. Payment of Retirement Benefits.
(a) Benefits payable in accordance with Article IV hereof will be payable
monthly, and will commence on the same date as the benefit payable
under the Basic Plan. Payments will cease upon the later of the first
day of the month following the month in which the retired Participant
dies.
(b) Except for any discretionary benefit granted under Section 4.8 hereof,
no benefits are payable under this Plan with respect to a Participant
whose employment with Lane or an Affiliate is terminated prior to age
65 for reasons other than death, disability or Early Retirement (under
the terms of this Plan). Notwithstanding the foregoing, a
Participant's Service and Compensation hereunder will not be forfeited
but will rather be frozen in the event of a transfer of that
Participant to another Furniture Brands affiliated company, or in the
event the Participant ceases to be an Executive Office of Lane or an
Affiliate.
(c) A Participant whose retirement benefit under this Article IV is to be
paid in the form of a 10-year 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. Payments with respect to any such
beneficiary shall be governed by the definition of "Beneficiary" under
the Basic Plan.
Article V
Administration and Claims Procedure
Section 5.1. Construction; Interpretation. For the purpose of this Plan's
administration and claims procedures the Committee hereby appoints the
Administrator to see to the day-to-day administration of the Plan to perform any
and all duties with respect to the Plan to the extent that they are not
specifically reserved to the Committee hereunder. The Administrator
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shall keep all records of meetings and of any action by the Committee or by the
Administrator in connection with this Plan, and any and all other records
desired by the Committee. The Committee may appoint such other agents, who need
not be members of the Committee, 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 other agents any powers and duties, both ministerial
and discretionary, as the committee may deem expedient and appropriate. The
Administrator shall construe and interpret all provisions of the Plan and may
adopt rules and regulations to assist it in the administration of the Plan.
Section 5.2. Documents; Writings. A decision of the Committee may be made
by a written document signed by a majority of the Committee or at a meeting of
the committee. The Committee may authorize any of its members or any other
appropriate person to sign documents or papers on its behalf. A decision or the
Administrator may be made by a written document signed by any officer or
designated representative of Furniture Brands.
Section 5.3. Conflicts of Interest. No Committee 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 matter shall be decided by a majority of the remaining Committee members.
Section 5.4. Claims Procedures.
(a) A participant or beneficiary or other person who believes that he is
being denied a benefit to which he is entitled (hereinafter referred
to as "Claimant") may file a written request for such benefit with the
Administrator setting forth his claim. The request must be addressed
to the Administrator at 101 South Hanley Road, St. Louis, Missouri
63105, ATTN: Manager of Employee Benefits.
(b) Upon receipt of a claim the Administrator 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 Administrator may
extend the reply period for an additional 90 days for reasonable
cause. If the claim is denied in whole or in part, the Administrator
will adopt a written opinion using language calculated to be
understood by the claimant setting forth:
(i) the specific reason or reasons for denial,
(ii) the specific references to pertinent Plan provisions on which the
denial is based,
(iii)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.
(iv) Appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and
(v) the time limits for requesting a review under this Section 5.4.
(c) Within sixty days after the receipt by the claimant of the written
opinion described above, the Claimant may request in writing that the
Committee review the Administrator's determination. Such request must
be addressed to the Committee as provided herein. The Claimant or his
duly authorized representative may, but need not, review the pertinent
documents and submit
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issues and comments in writing for consideration by the Committee. If
the Claimant does not request a review of the Administrator's
determination within such sixty-day period, he shall be barred and
estopped from challenging the Administrator's determination.
(d) Within sixty days after the Committee's receipt of a request for
review, it will review the Administrator's determination. After
considering all materials presented by the Claimant, the Committee
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 Committee will
so notify the Claimant and will render the decision as soon as
possible but not later than 120 days after receipt of the request for
review. The decision of the Committee shall be final and binding on
the Claimant.
Article VI
Miscellaneous
Section 6.1. Spendthrift. To the maximum extent permitted by law, no
participant, spouse, or beneficiary may voluntarily or involuntarily assign,
transfer, encumber or otherwise subject to alienation, sale, transfer, claims of
creditors, pledge, attachment or encumbrance any of the benefits payable or to
be payable under this Plan.
Section 6.2. Incapacity. If, in the opinion of the Administrator, 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 thereof 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
Administrator, 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. Neither Furniture Brands, Lane nor any
Affiliate, in adopting this Plan, shall 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 Lane, or by Furniture
Brands or by any Affiliate, in his present capacity or in any capacity, or to
interfere with the right of Furniture Brands, Lane or any Affiliate to discharge
or otherwise deal with a Participant without regard to the existence of this
Plan.
Section 6.4. Service of Process. The Administrator shall be the agent for
service of legal process.
Section 6.5. Unfunded Plan. The Plan shall be unfunded. Lane or the
applicable Affiliate shall pay all benefits hereunder out of its general assets.
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Section 6.6. Amendment or Termination. The Board of Directors of Furniture
Brands reserves the right, in its sole discretion, to amend, terminate or
suspend operation of the Plan at any time or from time to time, in whole or in
part. In the event of Plan termination, the benefits will be determined for each
Participant as of that date, no credited Service or Compensation for subsequent
years will be considered, and any Participant's entitlement to payment of
Benefits will be subject to the remaining provisions of the Plan. In the event
of amendment, the benefits calculated under the Plan as of the effective date of
any amendment will in no event be decreased or forfeited solely as a result of
such amendment, nor shall be terms of the Plan governing the benefits calculated
as of such date be less favorable to any Participant solely as a result of such
amendment. No termination, amendment or suspension of the Plan will affect a
retired Participant's right or the right of a Surviving Spouse or Beneficiary to
continue to receive a benefit in accordance with this Plan as in effect on the
date such Participant commenced to receive a benefit under this Plan.
Section 6.7. Employee Contributions. There shall be no contributions by
Employees.
Section 6.8. Effective Date. This plan shall become effective on the date
adopted by the Lane Board of Directors and shall be effective as to each
Participant on the date he or she is designated as such by the Committee.
Section 6.9. Governing Law. This Plan is established under and will be
construed according to the laws of the State of Missouri.
Adopted by the Board of Directors of
Furniture Brands International, Inc. as of January 31, 1995
Adopted by the Board of Directors of
Lane Furniture Industries, Inc. as of January 31, 1995
Restated as of January 1, 2003