EXHIBIT 10.d.
SUPPLEMENTAL RETIREMENT SURVIVOR AND DISABILITY PLAN
FOR KEY EMPLOYEES OF FEDERAL SIGNAL CORPORATION
1. Purpose. This plan is an unfunded, nonqualified deferred compensation plan
providing retirement, survivor and disability benefits to those key management
employees of Federal Signal Corporation (the "Corporation") and its affiliated
corporation ("affiliates") who shall from time to time be designated as
participants by the Compensation Committee of the Board of Directors of the
Corporation (the "Compensation Committee").
2. Participants.
A. The key employees eligible to participate in this plan are
classified into two groups and are as follows:
Group I Karl F. Hoenecke
Robert L. Bleicher
C. Vern Diedrick
Robert M. Janowiak
John F. Schwartz
Group II Thomas E. Burke
Eugene N. Cellentani
Charles J. Dockery
Ronald Ewers
Robert H. Freebeck
Suresh H. Gajwani
James W. Morrall
Paul C. Piro
Robert W. Racic
Robert C. Stolmeier
Richard R. Thomas
Robert S. Wormser
An employee eligible to participate in the plan shall become a participant upon
receipt of the notification provided in section 4(G) below.
B. The Compensation Committee may in its discretion transfer a
participant from Group II to Group I or may add participants to
either Group I or Group II. Any such transfer or addition of a
participant shall, however, be made prior to the participant's 55th
birthday.
3. Eligibility For Benefits.
A. Retirement Benefit. Each Group I participant shall be eligible for
a retirement benefit if his employment terminates
(I) by reason of retirement at or after age 65
(ii) by reason of early retirement at or after age 55 or
(iii) at the request or with the approval of the Compensation
Committee prior to age 55. Group II participants shall not
be eligible for retirement benefits under this plan.
B. Survivor Benefit. Except as provided in the Suicide Clause
(section 14 below), each Group I and Group II participant shall be
eligible for a survivor benefit if his employment with the
Corporation or an affiliate of the Corporation terminates by reason
of his death, regardless of his age or years of service on the date
of death. In addition, each Group II participant shall be eligible
for a survivor benefit if his employment with the Corporation
terminates by reason of
(I) retirement at or after age 65 or
(ii) early retirement at or after age 55 with the approval of
the Compensation Committee and such participant thereafter
dies without having received a disability benefit under
this plan.
C. Disability Benefit. Each Group I and Group II participant shall
be eligible for a disability benefit if his employment terminates
by reason of disability, regardless of his age or years of service
when the disability commences. For purposes of this plan, a
participant is disabled if he is unable to engage in gainful
employment consistent with his status as an employee of the
Corporation or an affiliate immediately prior to the commencement
of the disability, as determined by the Plan Administration
Committee.
D. No Double Benefit. Notwithstanding the foregoing eligibility
provisions, if a participant becomes eligible for any disability
or retirement benefit under this plan, he shall not thereafter be
eligible for any survivor benefit under the plan. The rights of
his beneficiary or beneficiaries upon his death shall be solely to
receive installments of the disability or retirement benefit
remaining unpaid at his death. No person shall be eligible for
both a retirement benefit and a disability benefit under this plan.
In the event the circumstances of a Group I participant's
termination of employment are such as to render him eligible for
both a retirement benefit and a disability benefit, he shall be
entitled to the larger of the two benefits.
4. Amount And Duration Of Benefits.
A. General. Subject to the terms and conditions of this plan, the
Corporation shall pay to a participant or to his designated death
beneficiary an annual sum determined pursuant to the plan for a
term of years immediately following the death or disability of the
participant or, in the case of a Group I participant, following the
participant's retirement.
B. Survivor and Disability Benefits. The annual sum payable to or in
respect of a Group I or Group II participant eligible for survivor
or disability benefits shall be 20% of the participant's
compensation base provided that such annual sum shall not exceed
the maximum amount designated by the Compensation Committee in
respect of such participant pursuant to section 4(G) below. The
compensation base for this benefit shall be the higher of
(I) the participant's total cash compensation from the
Corporation and its affiliates, as reported on form W-2,
for the 12-month period preceding the participant's death
or the onset of his disability, as the case may be, or
(ii) the participant's final average compensation determined as
set forth below.
C. Retirement Benefit. The annual sum payable to or in respect of a
Group I participant who retires on or after his 65th birthday shall
be the higher of:
(I) 20% of the participant's total cash compensation from the
Corporation and its affiliates as reported on form W-2 for
the 12-month period preceding retirement, or
(ii) 55% of the participant's final average compensation,
determined as set forth below, less the sum of
a. the aggregate annual amount of the age 65 retirement
benefit under the Federal Signal Corporation
Retirement Plan for Salaried Employees and each other
qualified pension or profit sharing plan maintained by
the Corporation or any of its affiliates (except that
the benefit, if any, payable to the participant under
the Federal Signal Corporation Savings and Investment
Plan for Salaried Employees shall not be included in
determining such age 65 retirement benefit) and
b. the annual amount of the age 65 retirement benefit of
the participant under the Federal Signal Corporation
Supplemental Pension Plan for Designated Management
Employees provided, however, that the annual
retirement benefit of a participant shall not exceed
the maximum amount designated by the Compensation
Committee in respect to such participant, pursuant to
section 4(G) below.
The annual sum payable to or in respect of a Group I participant who retires
early in accordance with clause (ii) or (iii) of section 3(A) of this plan shall
be the amount determined above reduced by one quarter of 1% for each month and
portion thereof by which the participant's early retirement date occurs after
his 55th birthday but precedes his 65th birthday; and, with the approval of the
Compensation Committee, further reduced by an amount up to 1% for each month and
portion thereof by which the participant's early retirement date precedes his
55th birthday. The "age 65 retirement benefit" of a participant shall be
computed in accordance with the plan under which the benefit was earned and
shall be the amount of accrued benefit, whether or not vested, payable as an
annuity for life (or, if the participant is married, as a joint and 50% survivor
annuity in favor of the participant's spouse) commencing at age 65, based on the
participant's compensation and years of service on his actual retirement date.
D. Final Average Compensation. The final average compensation of a
participant shall be the average annual cash compensation paid to
the participant by the Corporation and its affiliates, as reported
on form W-2, during the five calendar years of employment (whether
or not consecutive) out of the last 10 years of employment which
produce the highest such average or if the participant has less
than five years of employment during all of the participant's
completed calendar years of employment.
E. Duration of Group I Benefits. The duration of the survivor,
disability and retirement benefits of Group I participants shall
be 15 years following the death, disability or retirement of the
participant, as the case may be. In the case of disability, the
Plan Administration Committee may, after consultation with the
participant, extend the period of time during which payments will
be made and, if the period is so extended, the amount of the annual
benefit shall be reduced actuarially in accordance with reasonable
actuarial assumptions adopted by such committee.
F. Duration of Group II Benefits. The duration of survivor and
disability benefits of Group II participants shall be 10 years
following the death or disability of the participant. In the case
of disability, the Plan Administration Committee may, after
consultation with the participant, extend the period of time during
which payments will be made and, if the period is so extended, the
amount of the annual benefit shall be reduced actuarially in
accordance with reasonable actuarial assumptions adopted by such
committee.
G. Limitation. The Compensation Committee shall designate a maximum
benefit in respect of each Group I and Group II participant and
shall notify the participant thereof. The maximum benefits for
different participants need not be determined on a uniform basis,
and the amount of any participant's maximum benefit shall be wholly
discretionary with the Compensation Committee. Notwithstanding any
other provision of this plan, no person shall become a participant
until the Compensation Committee shall have designated his maximum
benefit and he shall have received written notification of such
maximum benefit. Any change in a participant's maximum benefit
shall be deemed an amendment to the plan subject to section 9
below, that is, such maximum benefit shall not be reduced except
with the consent of the participant. No benefit payable hereunder
in respect of any participant shall exceed the maximum benefit of
such participant as in effect at the time the benefit becomes
payable.
5. Payments. Payment of the annual benefit to a participant or beneficiary shall
be made at such time or times during the year in one or more installments as the
Plan Administration Committee shall determine after consultation with the
participant or beneficiary. In the case of a Group I participant who is eligible
for a retirement benefit hereunder and who is also eligible for a retirement
benefit under the Federal Signal Corporation Retirement Plan for Salaried
Employees or under another qualified pension or profit sharing plan maintained
by the Corporation or any of its affiliates (other than the Federal Signal
Corporation Savings and Investment Plan for Salaried Employees), payment of the
retirement benefit under this plan shall be deferred until the year the
participant begins to receive his retirement benefit under the qualified plan or
(if earlier) until the year of the participant's death. The amount of any such
deferred benefit shall be adjusted in accordance with reasonable actuarial
assumptions adopted by the Plan Administration Committee. Amounts payable to the
estate of a participant or beneficiary shall be commuted and paid in one lump
sum unless otherwise directed by the participant or beneficiary prior to death.
6. Beneficiary Designation. A participant may designate any person or persons
(including without limitation one or more trusts) as beneficiary or
beneficiaries to whom benefits under the plan are to be paid in the event of his
death. The designation shall be made in writing and filed with the Plan
Administration Committee. A beneficiary receiving payments in respect of a
participant may likewise designate any person or persons as beneficiary or
beneficiaries to whom benefits becoming payable after his death shall be paid,
unless such beneficiary is a lifetime beneficiary or the participant has
prescribed otherwise, in which case, payments following the death of the
beneficiary shall be made as directed by the participant. A participant or
beneficiary receiving payments shall have the right to change or amend any
beneficiary designation from time to time without the consent of any previously
designated beneficiary by filing a new written designation form. In default of a
designation of a beneficiary or if a designated beneficiary does not survive the
participant (or in the case of a designation by a beneficiary receiving payments
does not survive such beneficiary), the beneficiary shall be the estate of the
participant or of the beneficiary receiving payments, as the case may be.
7. Termination of Employment. Subject only to clause (iii) of section 3(A)
regarding retirement of a Group I participant with the consent of the
Corporation prior to age 55, if a participant's employment terminates for
reasons other than death or disability prior to attaining his 55th birthday,
neither the participant nor any person claiming through him shall be entitled to
a survivor, disability or retirement benefit hereunder.
8. Loss of Benefits for Cause. Notwithstanding any other provision of
this plan:
A. If a participant, otherwise eligible for a benefit hereunder, is
discharged because of embezzlement, fraud, dishonesty, conviction
of a felony or any wilful act or omission detrimental to the
interest of the Corporation, as determined by the Compensation
Committee of the Board of Directors of the Corporation or, if it
is discovered after termination of employment that the participant
was guilty of any of the acts or omissions described above, neither
he nor any person claiming through him shall be entitled to a
survivor, disability or retirement benefit hereunder, and any
benefit which commenced prior to the discovery of such act or
omission shall forthwith be discontinued.
B. If a participant otherwise eligible for a benefit hereunder
(I) shall, within one year following the termination of his
employment with the Corporation, become employed by or
render services to any corporation, partnership or other
person which is determined by the Compensation Committee
of the Board of Directors of the Corporation to be a
competitor of the Corporation or any affiliate of the
Corporation and such participant shall continue to be
employed by or to render services to such corporation,
partnership or other person for 30 days or more after the
Corporation gives written notice to such participant of
such determination by the Compensation Committee of the
Board of Directors and the tenor of this paragraph 8(B) or
(ii) shall at any time make use of or divulge to any
corporation, partnership or other person determined by the
Compensation Committee of the Board of Directors to be a
competitor of the Corporation or any affiliate of the
Corporation, any trade secrets of the Corporation or any
such affiliate or other proprietary or confidential
information acquired in the course of his employment with
the Corporation or any such affiliate, then neither such
participant nor any person claiming through him shall be
entitled to a survivor, disability or retirement benefit
hereunder, and any benefit theretofore commenced shall
forthwith be discontinued.
9. Relation to Other Compensation and Benefits. The benefits payable under this
plan shall be in addition to and not in lieu of other compensation payable by
the Corporation to the participant, whether as salary, bonus, pension or
otherwise. Deferred compensation payable under this plan shall not be deemed
salary or compensation for purposes of computing benefits to which a participant
may be entitled under any pension plan or other arrangement of the Corporation
for the benefit of its employees.
10. Transfer. Except as permitted by the beneficiary designation provisions
(section 6 above), no rights of any kind under this plan shall, without the
written consent of the Corporation, be transferable or assignable by the
participant or any beneficiary or be subject to alienation, encumbrance,
garnishment, attachment, execution, levy or seizure by legal process of any
kind, voluntary or involuntary.
11. Property Interest. No provision of this plan shall be construed to
set aside or hold in trust any asset or property of the Corporation for
any participant or beneficiary. The rights of a participant or
beneficiary shall be solely those of an unsecured creditor of the
Corporation.
12. Amendment. The Compensation Committee of the Board of Directors of the
Corporation shall have the power to amend this plan at any time and from time to
time provided, however, that no such amendment shall have the effect of
diminishing the benefits payable hereunder in respect of any person then
participating in or receiving benefits under this plan without the consent of
such person.
13. Severability. The validity or unenforceability of any provision of
this plan shall in no way affect the validity or enforceability of any
other provision.
14. Suicide Clause. In the event that a participant shall commit suicide within
an 18-month period following the commencement of his participation in this plan,
all benefits under this plan are forfeited and no payments shall be made to any
beneficiary or other person in respect of such participant.
15. Acquisition of the Corporation. In the event that the Corporation is
acquired by another corporation or entity or its assets are transferred to
another corporation or entity, the acquiring or successor corporation or entity
shall assume the full responsibility of fulfilling the requirements of this
plan.
16. Administration. This plan shall be administered by the Plan Administration
Committee appointed by the Compensation Committee of the Board of Directors of
the Corporation. The number of individuals from time to time serving on the Plan
Administration Committee shall be discretionary with the Compensation Committee,
and any individual designated to serve on the Plan Administration Committee
shall serve thereon at the pleasure of the Compensation Committee. The Plan
Administration Committee is authorized to interpret the plan, adopt rules and
practices concerning the administration of the same, establish a claim procedure
and resolve questions concerning the eligibility for and amount of benefits
under the plan.
17. Effective Date. This plan shall be effective as of August 1, 1979.
Compensation Committee of
The Board of Directors -
Federal Signal Corporation
J. Allan Sheehan
Chairman
Thomas N. McGowen
Karl F. Hoenecke