Exhibit (10)(aa)
CLARK EQUIPMENT COMPANY
RETIREMENT PLAN FOR OUTSIDE DIRECTORS
Adopted the 21st day of March, 1994, by action of the Human Effectiveness
Committee of the Board of Directors of Clark Equipment Company ("Clark").
1. Statement of Purpose
1.1 This Plan is adopted in order to encourage and reward long-term
service on the Board of Directors of Clark by those Directors who are
not employees of Clark and whose loyal service on the Board is of
great benefit to the Company.
2. Definitions
Whenever used in this Plan the following terms shall have the following
meanings:
2.1 "Board of Directors" or "Board" means the Board of Directors of the
Company.
2.2 "Company" means Clark Equipment Company.
2.3 "Director" means a member of the Board of Directors of the Company.
2.4 "Outside Director" means a Director who is not an employee of the
Company or any of its subsidiaries.
2.5 "Plan" means the Clark Equipment Company Retirement Plan for Outside
Directors, as set forth herein.
2.6 "Retired Director" means a Director who is eligible for Retirement
Benefits in accordance with the terms of the Plan.
2.7 "Retirement" means ceasing to be a Director and qualifying for
Benefits under the Plan.
2.8 "Retirement Benefits" or "Benefits" means the amounts payable under
the Plan to a Retired Director.
2.9 "Service" means the continuous period of time that the Director has
served as an Outside Director. Service will be credited at the rate
of 1/12 year for each month (or fraction of a month) served as an
Outside Director, including any such time accrued prior to the
effective date of this Plan. No service will accrue under this Plan
for any Outside Director who is entitled to any benefits from any
other pension plan sponsored, maintained or contributed to by the
Company or any of its subsidiaries.
3. Eligibility. In order to be eligible for Retirement Benefits, the
Director must, at the time that he or she ceases to be a Director, be
an Outside Director, be at least 65 years of age and have at least
five years of Service.
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4. Benefit Amount. The Retirement Benefits payable to a Director will be
paid monthly in installments equal to one-twelfth (1/12th) of the
annual cash retainer in effect for such Director (excluding Board and
Committee meeting fees) immediately preceding his or her separation
from service on the Board of Directors.
5. Benefit Commencement and Duration. The payment of Retirement Benefits
will begin with the first month following the later of the Director's
70th birthday or his or her separation from Service on the Board and
will continue until the earlier of (a) the completion of the payment
of the number of monthly payments equal to the number of months of
Service that the Director had at the time of his or her Retirement,
(b) the death of the Retired Director, or (c) such time as the Human
Effectiveness Committee of the Board reasonably determines that the
Retired Director has violated the provisions of Section 11 or
Section 12 of this Plan.
6. Source of Benefits. The Benefits payable under this Plan will be paid
by the Company to the Retired Director.
7. Interpretation and Administration. The Plan will be interpreted and
administered by the Human Effectiveness Committee of the Board, which
shall determine eligibility for and amount, and authorize the payment,
of Retirement Benefits.
8. Inalienability. The Benefits payable pursuant to this Plan are
payable solely to the eligible Retired Director. No right or title
to, or other interest in, such Benefits shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to so anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge shall be void.
9. Incompetency. In the event that a Retired Director shall be
determined by a court to be incompetent to look after his or her own
affairs, any Benefits payable under the Plan to such Retired Director
shall be paid to the guardian, conservator, committee or other legal
representative appointed for him or her by such court.
10. No Right to Continue. Nothing contained herein shall be construed to
confer on any Director the right to continue to be nominated as a
Director, or to serve as a Director, of the Company.
11. Confidentiality. No benefits will be payable pursuant to this Plan to
any Retired Director who uses, discloses, gives, sells, publishes or
otherwise divulges to any person, firm or corporation any confidential
information regarding the Company, VME Group N.V., or any of their
subsidiaries, affiliates or joint venture companies. The term
"confidential information" shall include but not be limited to any
aspect of such companies' business, trade secrets, strategies,
potential acquisitions or divestitures, discussions relating to
acquisitions or divestitures, financial statements or other financial
information, employee relations and employee compensation information,
forecasts, operations, business plans, product marketing and sales,
prices, discounts, products, product specifications, designs, plans,
processes, data and know-how, ideas, technical information and
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intellectual property, except such information as is otherwise made
publicly available by such companies.
12. Non-Compete. No benefits will be payable pursuant to this Plan to any
Retired Director who engages in any manner in competition with the
Company, VME Group N.V., or any of their subsidiaries, affiliates or
joint venture companies anywhere in the world with respect to any
aspect of the business which at any time is being conducted by the
Company or any of such other companies (collectively, the "Business"),
including without limitation, the design, manufacture, sale or
distribution of products or the providing of services which are
similar to or competitive with those of any of such companies, or
becoming a director, employee or representative of any person, firm or
company which engages in such activity in competition with the
Business.
13. Effective Date. This Plan shall become effective when adopted by the
Human Effectiveness Committee of the Board and shall apply to those
eligible Outside Directors whose Service on the Board terminates on or
after such date.
3.9.94
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