EXHIBIT 10.9
JLG Industries, Inc.
Executive Retiree Medical Benefits Plan
Effective June 1, 1995
Section 1. Establishment and Purpose of the Plan.
1.1. Establishment. Effective June 1, 1995, the Company
established the Plan for the benefit of the Participants and to replace -
their retiree medical benefits under the Prior Plan.
1.2. Purpose. The Plan is an unfunded plan maintained primarily
for the purpose of providing medical benefits to a select group of
management and highly compensated employees.
Section 2. Participation by Eligible Executives.
2.1. Eligible Executives. An employee who has an agreement in
effect on the Effective Date under the Prior Plan will become a
Participant in the Plan beginning on the Effective Date if he agrees in
writing to waive all rights he may have under the Prior Plan. Other key
employees may become Participants in the Plan if selected by the
Compensation Committee in its sole discretion. If selected for
participation, an employee will become a Participant in the Plan on the
date specified by the Compensation Committee in its sole discretion.
2.2. Written Proof of Participation Required. No employee will
become a Participant in the Plan unless he and the Company execute a copy
of the Plan document recognizing his participation in the Plan. The exe-
cuted copy will constitute an agreement between the Company and the
employee that binds both of them to the terms of the Plan. Their
agreement will be binding on their heirs, executors, administrators,
successors, and assigns, both present and future. The executed copy must
be signed on the Company's behalf by an authorized officer (other than
the employee) and by the employee on his own behalf. The executed copy
will constitute the employee's written agreement to waive all rights he
may have under the Prior Plan.
Section 3. Coverage and Benefits.
3.1. Coverage. Medical coverage under the Plan will commence upon
the date as of which the Participant's benefits under the SERP commence,
regardless of the amount of benefit actually received under the SERP. If
the Participant elects payment under the SERP in the form of a lump sum,
medical coverage under the Plan will commence on the date as of which the
lump sum is to be paid. If the Participant delays the commencement of
benefits under the SERP, medical coverage under the Plan also will be
delayed until SERP benefits commence. Subject to Sections 3.2 and 3.4,
below, a Participant's medical coverage under the Plan will continue for
the remainder of the Participant's life.
3.2. Benefits Provided.
(a) General. Subject to subsection (b), below, the benefits
provided under the Plan will be medical benefits equivalent to the
medical benefits provided under the Company Medical Plan and the
Company Medical Expense Reimbursement Plan. The benefits may be
provided through insurance or otherwise at the discretion of the
Company regardless of the method by which benefits are provided
under the Company Medical Plan or the Company Medical Expense
Reimbursement Plan. If benefits under the Company Medical Plan or
the Company Medical Expense Reimbursement Plan are provided in a
form other than payment of expense reimbursement amounts,
Participants and Covered Dependents may be provided benefits in a
like manner. If the Company is not providing medical benefits to
any active employee of the Company, no benefits will be provided
under the Plan.
(b) Coordination of Benefits. The benefits provided under
the Plan will be adjusted to take into account any coverage or
benefits for which a Participant (or Covered Dependent) is
eligible under other plans or arrangements as specified below;
provided, however, that if a benefit has already been adjusted to
reflect eligibility for coverage or benefits under a particular
plan or arrangement in accordance with the terms of the Company
Medical Plan or the Company Medical Expense Reimbursement Plan,
the benefit under the Plan will not be adjusted again for the same
coverage or benefit.
(i) The benefits provided under the Plan will be
secondary to the benefits that a Participant (or a Covered
Dependent) is eligible to receive under any plan or
arrangement sponsored by the Participant's subsequent
employer.
(ii) The benefits provided under the Plan will be
secondary to the benefits that a Participant (or a Covered
Dependent) is eligible to receive:
(A) under any governmental program (including
Part A and Part B of Medicare, regardless of whether
the individual is in fact covered under Part B of
Medicare, and Social Security);
(B) under any coverage required or provided by
any statute; and
(C) as a recovery for an injury or illness
caused by a third party (to the extent the recovery
reimburses expenses covered by the Plan).
3.3. Coverage of Covered Dependents.
(a) Period of Coverage. Subject to the limitations of
subsection (b), and Section 3.4, below, a Participant's Covered
Dependents are eligible for medical coverage under the Plan for
the periods specified below.
(i) During Participant's Life. A Participant's
Covered Dependents are eligible for medical coverage under
the Plan at the Participant's election while the Participant
is receiving medical coverage under the Plan and for as long
as the Covered Dependents remain Covered Dependents.
(ii) Following Participant's Death After Commencement
of Coverage. If the Participant dies after medical coverage
under the Plan has commenced, the Participant's Covered
Dependents are eligible for medical coverage under the Plan
for either:
(A) the remainder, if any, of the ten-year
certain payment period of the SERP benefit, provided
that the spouse (or if there is no spouse, a dependent
child) is the beneficiary of such payments under the
SERP; or
(B) the remainder, if any, of the ten-year
period that begins as of the date the Participant's
lump sum is scheduled to be paid.
Medical coverage under the preceding sentence shall commence
as of the first of the month following the month of the
Participant's death.
(iii) Following Participant's Death Before
Commencement of Coverage. If Participant dies before the
commencement of medical coverage under the Plan, the
Participant's Covered Dependents are eligible for medical
coverage under the Plan for a period of up to ten years,
provided that the spouse is the beneficiary of any payments
under the SERP and that SERP benefits are paid in an annuity
form of payment. Medical coverage under the preceding
sentence will commence with the commencement of payments
under the SERP.
(b) Limitations on Coverage Period.
(i) A Participant's Covered Dependents will not be
eligible for medical coverage under the Plan during any
period of time that the Participant's spouse is employed by
an employer offering any medical benefits for which the
spouse is eligible.
(ii) A Participant's Covered Dependents will not be
eligible for medical coverage under the Plan after they cease
to be Covered Dependents.
3.4. Contribution Toward Cost of Coverage.
(a) Commencement On or After Normal Retirement Date. If
medical coverage begins on or after the Participant's Normal
Retirement Date there will be no required contribution toward the
cost of coverage.
(b) Commencement Before Normal Retirement Date. If medical
coverage begins before the Participant's Normal Retirement Date,
the contribution toward the cost of coverage for that year, and
for each year thereafter, will be a percentage of the Company's
cost for providing the relevant coverage (individual or family),
determined as follows:
(i) The percentage will be determined in the year that
medical coverage begins and will remain the same for each
year of medical coverage thereafter. The percentage will be
determined by multiplying six (6) times the number of years
by which the beginning date precedes the Participant's Normal
Retirement Date. For example, if the Participant's Normal
Retirement Date is the first day of the month following the
month in which the Participant reaches age 62, and if medical
coverage begins when the Participant is age 60, the
percentage for that year and for each year thereafter will be
twelve percent (12%). Similarly, assuming the same Normal
Retirement Date, if a surviving spouse begins medical
coverage when the Participant would have reached age 55, the
percentage for that year and for each year thereafter will be
forty-two percent (42%).
(ii) The Company's cost for providing the relevant
medical coverage will be:
(A) in the event that the Company Medical Plan
is insured (or that medical coverage is otherwise
provided by a third party under a contract), the amount
of the premium (or other payment) paid by the Company
to the insurance company (or other contractor)
providing the medical coverage; or
(B) in the event that the Company Medical Plan
is self-insured, the amount of the applicable premium
as determined by the Company for purposes of statutory
continuation coverage under COBRA (as defined in
section 4980B of the Code), or any successor
continuation coverage provision, as specified in the
Company Medical Plan.
(iii) For purposes of determining the percentage in
paragraph (i), above, medical coverage begins on the date as
of which the Participant's benefits under the SERP commence,
as provided in Section 3.1, above, whether or not the
Participant makes the required contribution at that time.
The amount of the contribution may be unrelated to any
contribution that might be required from active employees under
the Company Medical Plan. At the discretion of the Administrative
Committee, the contribution may be made on a pre-tax basis if any
plan of the Company so provides.
(c) Failure to Make Required Contribution. If the
Participant, or his Covered Dependent as appropriate, fails to
make the required contribution when such contribution is due, no
further medical coverage will be provided under the Plan for the
year. If the Participant or the Covered Dependent fails to make
the required contribution for a given year, the Participant (or,
subject to the limitations of Section 3.3, above, the Covered
Dependent) may obtain medical coverage in a later year by paying
the required contribution for such later year.
3.5 Payment or Other Distribution of Benefits. Benefits under
the Plan will be paid or otherwise made available in accordance with
procedures established by the Administrative Committee. The Participant
or Covered Dependents may be required to submit relevant bills, receipts
or other documentation requested by the Administrative Committee as a
condition of receiving benefits.
3.6 Procedures. The procedures for determining eligibility for
benefits, claiming benefits, requesting review of denied claims, and
making any required contributions will be as specified by the
Administrative Committee.
Section 4. Nature of Participant's Interest in Plan.
4.1. No Right to Assets. Participation in the Plan does not
create, in favor of any Participant or Covered Dependent, any right or
lien in or against any asset of the Company. Nothing contained in the
Plan, and no action taken under its provisions, will create or be
construed to create a trust of any kind, or a fiduciary relationship,
between the Company and a Participant or any other person. The Company's
promise to pay benefits under the Plan will at all times remain unfunded
as to each Participant and Covered Dependent, whose rights under the Plan
are limited to those of a general and unsecured creditor of the Company.
4.2. No Right to Transfer Interest. Rights to benefits under the
Plan are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, or encumbrance.
4.3. No Employment Rights. No provisions of the Plan and no
action taken by the Company, the Board of Directors, the Compensation
Committee, or the Administrative Committee will give any person any right
to be retained in the employ of the Company, and the Company specifically
reserves the right and power to dismiss or discharge any Participant.
4.4. Withholding and Tax Liabilities. The amount of any
withholdings required to be made by any government or government agency
will be deducted from benefits paid under the Plan to the extent deemed
necessary by the Administrative Committee. In addition, the Participant
or Covered Dependent (as the case may be) will bear the cost of any taxes
not withheld on benefits provided under the Plan, regardless of whether
withholding is required.
Section 5. Administration, Interpretation, and Modification of Plan.
5.1. Plan Administrator. The Administrative Committee will
administer the Plan.
5.2. Powers of Committee. The Administrative Committee's powers
include, but are not limited to, the power to adopt rules consistent with
the Plan; the power to decide all questions relating to the interpreta-
tion of the terms and provisions of the Plan; and the power to resolve
all other questions arising under the Plan (including, without
limitation, the power to remedy possible ambiguities, inconsistencies, or
omissions by a general rule or particular decision). The Administrative
Committee has discretionary authority to exercise each of the foregoing
powers.
5.3. Finality of Committee Determinations. Determinations by the
Administrative Committee and any interpretation, rule, or decision
adopted by the Administrative Committee under the Plan or in carrying out
or administering the Plan will be final and binding for all purposes and
upon all interested persons, their heirs, and their personal representa-
tives.
5.4. Incapacity. If the Administrative Committee determines that
any person entitled to benefits under the Plan is unable to care for his
affairs because of illness or accident, any payment due (unless a duly
qualified guardian or other legal representative has been appointed) may
be paid for the benefit of such person to his spouse, parent, brother,
sister, or other party deemed by the Administrative Committee to have
incurred expenses for such person.
5.5. Amendment, Suspension, and Termination. The Board of
Directors has the right by written resolution to amend, suspend, or
terminate the Plan at any time. However, no amendment, suspension, or
termination will adversely affect an employee who already is a
Participant in the Plan without his express written consent.
5.6. Power to Delegate Board Authority. The Board of Directors
may, in its sole discretion, delegate to any person or persons all or
part of its authority and responsibility under the Plan, including,
without limitation, the authority to amend the Plan.
5.7. Headings. The headings used in this document are for
convenience of reference only and may not be given any weight in
interpreting any provision of the Plan.
5.8. Severability. If any provision of the Plan is held illegal
or invalid for any reason, the illegality or invalidity of that provision
will not affect the remaining provisions of the Plan, and the Plan will
be construed and enforced as if the illegal or invalid provision had
never been included in the Plan.
5.9. Governing Law. The Plan will be construed, administered, and
regulated in accordance with the laws of the Commonwealth of
Pennsylvania, except to the extent that those laws are preempted by
federal law.
5.10. Statutory Continuation Coverage. Statutory
continuation coverage under the Plan will be provided as and to the
extent required under section 4980B of the Code and section 601 et. seq.
of ERISA, or any successor provisions thereto, in the manner specified in
the Company Medical Plan.
5.11. Qualified Medical Child Support Orders. The Administrative
Committee will establish a written procedure to determine the qualified
status of medical child support orders and to provide for the
administration of the Plan appropriately under such orders.
Section 6. Terms Used in the Plan.
6.1. Gender and Number. Words used in the masculine gender in the
Plan are intended to include the feminine and neuter genders, where
appropriate. Words used in the singular form in the Plan are intended to
include the plural form, where appropriate, and vice versa.
6.2. Definitions. When used in capitalized form in the Plan, the
following words and phrases have the following meanings, unless the
context clearly indicates that a different meaning is intended:
"Administrative Committee" means the Administrative Committee
appointed to administer the JLG Industries, Inc. Employees'
Retirement Savings Plan. However, following a Change in Control,
"Administrative Committee" means the trustee under the grantor
trust maintained by the Company in connection with the SERP.
"Board of Directors" means the Board of Directors of the
Company.
"Change in Control" means "Change in Control" as defined in
the SERP.
"Code" means the Internal Revenue Code of 1986, as amended
and in effect from time to time.
"Company" means JLG Industries, Inc., and any successor to
JLG Industries, Inc.
"Company Medical Plan" means the Company's then current plan
(or portion thereof) under which medical benefits, if any, are
being provided to active employees of the Company.
"Company Medical Expense Reimbursement Plan" means the
Company's medical expense reimbursement plan in which the
Participant was a participant, if any, as in effect on the earlier
of the date as of which the Participant's benefits under the SERP
commence or the date of a Change in Control.
"Compensation Committee" means the Compensation Committee of
the Board of Directors.
"Covered Dependent" means
(1) a Participant's spouse until the first to occur of
the following: the spouse's death, the spouse's divorce from the
Participant, or the spouse's remarriage following the Participant's
death; and
(2) a Participant's dependent child until the first to
occur of the following: the child's death, or the child's
ceasing to be a dependent as defined for purposes of the Company
Medical Plan (as if the Participant were still alive and an active
employee).
"Effective Date" means June 1, 1995.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.
"Normal Retirement Date" means the first day of the month
following the month in which a Participant reaches age 62, unless a
Change in Control occurs, in which case Normal Retirement Date means the
first day of the month following the month in which the Participant
reaches age 60. In the case of a Participant who dies before reaching
his Normal Retirement Date, Normal Retirement Date means the day on which
the Participant would have reached his Normal Retirement Date had he not
died.
"Participant" means a member of a select group of management
or highly compensated employees of the Company who has become a
participant in the Plan under Section 0.
"Plan" means the JLG Industries, Inc. Executive Retiree
Medical Benefits Plan as set forth in this document.
"Prior Plan" means an individual agreement (customarily
denominated a "Deferred Compensation Benefit Agreement") between
the Company and the employee that provides for unfunded deferred
compensation benefits and certain other benefits specified in the
agreement.
"Section" means a section of this Plan. For example, a
reference to Section 2 includes a reference to Sections 2.1
through 2.3, while a reference to Section 2.1 is intended as a
reference to Section 2.1 only.
"SERP" means the JLG Industries, Inc. Supplemental Executive
Retirement Plan, as amended from time to time.
JLG INDUSTRIES, INC.
Attest: By:
Title: Title: