SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF
VILLAGE SUPER MARKET, INC.
This Supplemental Executive Retirement Plan of Village Super Market, Inc.
(herein referred to as the "Plan") is adopted effective January 1, 2004. The
Plan is established and maintained by Village Super Market, Inc. (herein
referred to as "Employer") for the purpose of providing supplemental retirement
benefits to certain designated salaried employees of the Employer.
Accordingly, the Employer hereby adopts the Plan pursuant to the terms and
provisions set forth below:
ARTICLE I
DEFINITIONS
1.0 "Actuarial Equivalent" shall have the same meaning as defined in the
Qualified Plan.
1.1 "Beneficiary" shall mean any person designated by the Participant in
writing on a form provided by the Employer and, in the absence of such
designation, the person designated to receive benefits under the terms of the
Qualified Plan.
1.2 "Board" shall mean the Board of Directors of the Company or a duly
authorized committee thereof.
1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated hereunder.
1.4 "Compensation" shall mean a Participant's salary, wages and bonuses
paid or payable by the Employer, and deferred compensation for each calendar
year, but excluding any Participant's earnings paid in the form of Employer
restricted stock or Employer stock options.
1.5 "Early Retirement Date" shall mean the first day of any month prior
to the Participant's Normal Retirement Date provided the Participant has
completed at least 5 Years of Plan Participation and has attained age 55.
1.6 "Early Retirement Benefit" A participant's Supplemental Retirement
Benefit payable at his Early Retirement Date is equal to his accrued benefit,
calculated in accordance with Section 3.1, payable at his Normal Retirement
Date reduced by 1/15 for each of the first five years, and by 1/30 for each of
the next five years that commencement of such Supplemental Retirement Benefit
precedes his Normal Retirement Date.
1.7 "Employer" shall mean Village Super Market, Inc. and its subsidiaries
or to the extent provided in Section 7.9 hereof, any successor corporation or
other entity resulting from a merger or consolidation into or with Employer or
a transfer or sale of substantially all of the assets of the Employer.
1.8 "Normal Retirement Date" shall mean the first day of the month
coinciding with or next following the later of a Participant's 65th birthday
and five years of plan participation.
1.9 "Participant" shall mean certain salaried employees designated by
the Employer.
1.10 "Plan" means the Supplemental Executive Retirement Plan.
1.11 "Plan Year" shall mean the calendar year.
1.12 "Qualified Plan" means the Village Super Market, Inc. Employees'
Pension Plan, established effective December 31, 1971, and each successor or
replacement salaried employees' retirement plan.
1.13 "Qualified Plan Retirement Benefit" means the aggregate benefit
payable to a Participant pursuant to the Qualified Plan and all annuities
purchased for the Participant under the Quali-fied Plan (whether or not
terminated) by reason of his termination of employment with Employer and all
affiliates for any reason other than death.
1.14 "Supplemental Retirement Benefit" means the benefit payable to a
Participant pursuant to the Plan by reason of his termination of employment
with the Employer and all affiliates for any reason other than death.
1.15 "Surviving Spouse" means a person who is married to a Participant at
the date of his death and for at least one year prior thereto.
1.16 "Supplemental Death Benefit" means the benefit payable to a
Beneficiary pursuant to the Plan.
ARTICLE II
ELIGIBILITY
A Participant, designated by the Employer.
ARTICLE III
SUPPLEMENTAL RETIREMENT BENEFIT
3.1 Amount. The Supplemental Retirement Benefit payable to an eligible
Participant in the form of a straight life annuity over the lifetime of the
Participant, commencing on his Retirement Date, shall be a monthly amount equal
to (a) offset by (b) and (c) below:
(a) 50% of the Participant's Compensation averaged over the highest 60
consecutive months within the last 10 years prior to his Retirement
Date.
(b) the monthly amount of the Qualified Plan Retirement Benefit payable
as a straight life annuity to the Participant under the Qualified
Plan.
(c) the Participant's estimated Social Security Benefit Payable at his
Retirement Date
The amounts described in (a), (b) and (c) shall be computed as of the
Participant's date of termination of employment with the Employer and all
affiliates in the form of a straight life annuity payable over the lifetime of
the Participant commencing on his Retirement Date.
In the event the Participant chooses to receive an Early Retirement
Benefit, the benefit calculated above shall be adjusted in accordance with
Section 1.6.
3.2 Form of Benefit. The Supplemental Retirement Benefit payable to a
Participant shall be paid in a single lump sum payment. However, the
Participant may elect, by filing a written application with the Employer prior
to his termination of employment, to receive his benefit in equal annual
installments up to 10 years or in the same form as the Qualified Plan
Retirement Benefit is payable.
3.3 Commencement of Benefit. Payment of the Participant's vested
Supplemental Retirement Benefit shall commence the later of the Participant's
Normal Retirement Date (or Early Retirement Date, if applicable) and his
termination of service with the Employer.
3.4 Actuarial Equivalent Benefit. A Supplemental Retirement Benefit
which is payable in an optional benefit form, shall be the Actuarial Equivalent
of the Supplemental Retirement Benefit set forth in Section 3.1 above.
3.5 Vesting. A Participant shall vest in the benefit provided in Section
3.1 in accordance with the following schedule:
Years of Plan Participation Percent Vested
Less than 1 Year 0%
1 Year 20%
2 Years 40%
3 Years 60%
4 Years 80%
5 or more Years 100%
ARTICLE IV
SUPPLEMENTAL DEATH BENEFIT
4.1 Amount. If a Participant dies prior to commencement of his
Supplemental Plan Retirement Benefit, then a Supplemental Death Benefit is
payable to his Beneficiary equal to the monthly amount of the Supplemental
Retirement Benefit payable to the Participant.
4.2 Form and Commencement of Benefit. A Supplemental Death Benefit shall
be payable in the same Form as described in Section 3.2 above.
ARTICLE V
ADMINISTRATION OF THE PLAN
5.1 Administration by Employer. The Employer shall be responsible for
the general operation and administration of the Plan and for carrying out the
provisions thereof.
5.2 General Powers of Administration. All provisions set forth in the
Qualified Plan with respect to the administrative powers and duties of
Employer, expenses of administration, and procedures for filing claims shall
also be applicable with respect to the Plan. The Employer shall be entitled
to rely conclusively upon all tables, valuations, certificates, opinions and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Company with respect to the Plan.
ARTICLE VI
AMENDMENT OR TERMINATION
6.1 Amendment or Termination. The Employer intends the Plan to be
permanent but reserves the right to amend or terminate the Plan when, in the
sole opinion of Employer, such amendment or termination is advisable. Any such
amendment or termination shall be made pursuant to a resolution of the Board
and shall be effective as of the date of such resolution.
6.2 Effect of Amendment or Termination. No amendment or termination of
the Plan shall directly or indirectly deprive any current or former Participant
or Surviving Spouse of all or any portion of any Supplemental Retirement Benefit
or Supplemental Surviving Spouse Benefit payment of which has commenced prior
to the effective date of such amendment or termination or which would be
payable if the Participant terminated employment for any reason, including
death, on such effective date.
ARTICLE VII
GENERAL PROVISIONS
7.1 Funding. The Plan at all times shall be entirely unfunded and no
provision shall at any time be made with respect to segregating any assets of
the Employer for payment of any benefit hereunder. No Participant, Surviving
Spouse or any other person shall have any interest in any particular assets of
Employer by reason of the right to receive a benefit under the Plan. Any such
Participant, Surviving Spouse or other person shall have only the rights of a
general unsecured creditor of Employer with respect to any rights under the
Plan.
7.2 General Conditions. Except as otherwise expressly provided herein,
all terms and conditions of the Qualified Plan applicable to a Qualified Plan
Retirement Benefit shall also be applicable hereunder. Any Qualified Plan
Retirement Benefit, or any other benefit payable under the Qualified Plan,
shall be paid solely in accordance with the terms and conditions of the
Qualified Plan and nothing in this Plan shall operate or be construed in any
way to modify, amend or affect the terms and provisions of the Qualified Plan.
7.3 No Guaranty of Benefits. Nothing contained in the Plan shall
constitute a guaranty by Employer or any other entity or person that the assets
of Employer will be sufficient to pay any benefit hereunder.
7.4 No Enlargement of Employee Rights. No Participant or Surviving
Spouse shall have any right to a benefit under the Plan except in accordance
with the terms of the Plan. Establishment of the Plan shall not be construed to
give any Participant the right to be retained in the service of Employer.
7.5 Spendthrift Provision. No interest of any person or entity in, or
right to receive a benefit under, the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to
receive a benefit be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
7.6 Applicable Law. The Plan shall be construed and administered under
the laws of the State of New Jersey.
7.7 Small Benefits. If the actuarial value of any Supplemental
Retirement Benefit or Supplemental Surviving spouse Benefit is less than $5,000,
the Employer may pay the actuarial value of such Benefit to the Participant or
Surviving Spouse in a single lump sum in lieu of any further benefit payments
hereunder.
7.8 Incapacity of Recipient. If any person entitled to a benefit payment
under the Plan is deemed by Employer to be incapable of personally receiving
and giving a valid receipt for such payment, then, unless and until claim
therefore shall have been made by a duly appointed guardian or other legal
representative of such person, Employer may provide for such payment or any
partthereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be a payment for the account of such person and a complete
discharge of any liability of Employer and the Plan therefore.
7.9 Corporate Successors. The Plan shall not be automatically terminated
by a transfer of sale of assets of the Employer or by the merger or
consolidation of the Employer into or with any other corporation or other
entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. In the event that the Plan is
not continued by the transferee, purchaser or successor entity, then the Plan
shall terminate subject to the provisions of Section 6.2 hereof.
7.10 Unclaimed Benefit. Each Participant shall keep the Employer
informed of his current address and the current address of his spouse. The
Employer shall not be obligated to search for the whereabouts of any person.
If the location of a Participant is not made known to Employer within three (3)
years after the date on which payment of the Participant's Supplemental
Retirement Benefit may first be made; payment may be made as though the
Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three
years after the actual death of a Participant, Employer is unable to locate
any Surviving Spouse of the Participant, then Employer shall have no further
obligation to pay any benefit hereunder to such Participant or Surviving Spouse
or any other person and such benefit shall be irrevocably forfeited.
7.11 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither Employer nor any individual acting as an
employee or agent of Employer shall be liable to any Participant, former
Participant, Surviving Spouse or any other person for any claim, loss,
liability or expense incurred in connection with the Plan.
7.12 Gender. Words in the masculine gender shall include the feminine
and the singular shall include the plural, and vice versa, unless qualified by
the context. Any headings used herein are included for ease of reference only,
and are not to be construed so as to alter the terms hereof.
IN WITNESS WHEREOF, this Plan has been executed this ______day of ____________,
2004.
ATTEST: VILLAGE SUPER MARKET, INC.
_______________________________ By: ___________________________
___________________________
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