Exhibit 10.2
SYMBOL TECHNOLOGIES, INC.
EXECUTIVE RETIREMENT PLAN
(As amended as of October 21, 2002)
This Plan is a deferred compensation arrangement
for a select group of management or highly compensated
employees, the purpose of which is to attract and retain
executive employees by providing those who have proven
their value and become eligible for benefits hereunder with
the assurance of income following retirement.
ARTICLE I
DEFINITIONS
As used herein, the following terms shall have
the following meanings:
AFFILIATE: Any corporation eligible to join with
the Corporation in filing a consolidated federal
income tax return.
BENEFICIARY: The person or legal entity
designated to receive benefits hereunder after a
Participant's death in accordance with, or as
provided in, Article IV.
BENEFIT CEILING AMOUNT: The amount determined
under Section 3.2 hereof which is the maximum
Retirement Income Benefit payable to a
participant hereunder.
BOARD: The Board of Directors of the
Corporation.
CODE: Internal Revenue Code of 1986, as amended.
COMMITTEE: The Compensation/Stock Option
Committee of the Board.
COMPENSATION: The sum of the salary paid by the
Corporation to a Participant during a Plan Year,
plus any cash bonuses of such Participant accrued
under the Corporation's Executive Bonus Plan with
respect to such year. Compensation shall not
include income, if any, derived from stock
options, expense reimbursements, and similar
employee perquisites.
CORPORATION: Symbol Technologies, Inc., a
Delaware corporation, its predecessor and any
successor thereto, and any Affiliate thereof.
DISABILITY: The inability of the Participant as
the result of a determinable physical or mental
impairment to perform in the usual manner enough
of the regular, substantial and material duties of
his position with the Corporation to be able to
successfully continue to serve in such capacity.
Disability will be presumed if the Participant is
determined to be eligible for benefits for total
disability by the Social Security Administration.
In all other cases, disability shall be determined
by the Committee.
EARLY RETIREMENT: Termination of a Participant's
full-time employment with the Corporation prior to
his Normal Retirement Date.
EFFECTIVE DATE: The effective date of the Plan
specified in Article II.
ELIGIBLE EMPLOYEE: A member of senior management
or a highly compensated employee of the
Corporation.
ERISA: Employee Retirement Income Security Act of
1974, as amended.
FINAL AVERAGE ANNUAL COMPENSATION: A
Participant's average Compensation for the three
highest years (or lesser number of full years of
employment) in the five year period ending on the
date he ceases to be a full-time employee of the
Corporation, or as applicable, the date of the
Plan Termination.
NORMAL RETIREMENT DATE: With respect to each
Participant, the date upon which he (i) attains
age sixty-five, or (ii) has both attained age
sixty and completed fifteen years of participation
in the Plan.
PARTICIPANT: An Eligible Employee who is selected
by the Committee to participate in the Plan.
PLAN: This Executive Retirement Plan, as it may
be amended from time to time.
PLAN TERMINATION: The termination of the Plan,
suspension of the accrual of benefits under the
Plan, substantial reduction in the benefits which
would otherwise accrue to Participants, or other
modification which materially and substantially
changes the nature of the Plan to the detriment of
a Participant without the express written consent
of the Participant.
PLAN YEAR: The year coinciding with the fiscal
year of the Corporation.
RETIREMENT: Termination of a Participant's full-
time employment with the Corporation on or after
his Normal Retirement Date.
RETIREMENT INCOME BENEFIT: The benefit to which a
Participant becomes entitled in accordance with
Article III.
ARTICLE II
EFFECTIVE DATE
This Plan shall become effective January 1, 1989.
ARTICLE III
RETIREMENT INCOME BENEFIT
3.1 ENTITLEMENT OF PARTICIPANTS TO BENEFITS
The amount of the Retirement Income Benefit to which a
Participant becomes entitled hereunder and the terms of
payment thereof shall be determined in accordance with the
provisions of this Article.
3.2 BENEFIT CEILING AMOUNT
With respect to each Participant, the Benefit Ceiling
Amount is the Participant's Final Average Annual
Compensation multiplied by five. Such amount is the
maximum benefit to which a Participant may become entitled
under the Plan.
3.3 RETIREMENT INCOME BENEFIT
(a) Upon completing five successive years of
participation in the Plan, a Participant shall
become entitled to a Retirement Income Benefit
equal to 50% of his Benefit Ceiling Amount. For
each additional successive year of participation
in the Plan, up to and including ten years of
participation, the Participant shall become
entitled to an additional 10% of his Benefit
Ceiling Amount as a Retirement Income Benefit.
Accordingly, after ten successive years of
participation in the Plan, the Participant shall
be entitled to a Retirement Income Benefit equal
to his Benefit Ceiling Amount.
(b) For purposes hereof, (i) each Participant in the
first Plan Year shall be immediately credited with
a number of years of participation equal to such
Participant's number of complete years of service
to the Corporation in a management capacity prior
to the Effective Date, and (ii) the Committee may,
in its discretion, at the time of its selection of
an Eligible Employee to participate in the Plan
beginning in any subsequent Plan Year, credit such
new Participant with any number of years of
participation up to the number of complete years
of his service to the Corporation in a management
capacity prior to his participation in the Plan.
(c) The Retirement Income Benefit to which a
Participant would otherwise be entitled hereunder
shall be reduced by the value of retirement
income benefits of the Participant which are
attributable to contributions by the Corporation
to any pension plan hereafter adopted by the
Corporation, which is qualified under Section 401
of the Code. Benefits under the Code Section
401(k) Plan maintained by the Corporation on the
Effective Date shall not be taken into account
for this purpose.
3.4 PAYMENT OF RETIREMENT INCOME BENEFITS
(a) The Retirement Income Benefit to which a
Participant becomes entitled shall be payable in
120 equal and successive monthly installments
commencing the first day of the month following
the date of the Participant's Retirement. This
shall be the normal mode of payment and define the
entitlement of Participants hereunder; provided
however, for Participants who have more than ten
successive years of participation in the Plan, the
Retirement Income Benefit shall be paid for an
additional 12 months (after completion of the
first 120 installments) for each additional full
year of partipation in the Plan in excess of 10
years up to a maximum of 60 additional monthly
installments.
(b) A Participant may elect to receive the Retirement
Income Benefit to which he becomes entitled
hereunder upon Retirement in a lump sum payment 60
days after the effective date of his Retirement,
provided that the amount of such lump sum payment
shall equal the then present value of the
Retirement Income Benefit payable in accordance
with Section 3.4(a). Such election shall be
exercised in writing within 30 days after the
Participant is notified by the Committee that he
has been selected to participate in the Plan (or
within 30 days after the adoption of the amendment
to the Plan authorizing this election, if later).
Any such election shall not be effective in the
event of Early Retirement.
(c) In the event of a Participant's Disability while
he is an employee of the Corporation and prior to
his Retirement, the Participant shall be entitled
to receive, 60 days after the determination of
his Disability and in a lump sum, the then
present value of the Retirement Income Benefit to
which he has become entitled hereunder. For
purposes hereof, in the case of a Participant
whose Disability occurs while he is an employee
of the Corporation and prior to his Retirement,
the Participant's full-time employment with the
Corporation shall be deemed to have terminated on
the date of determination of his Disability.
(d) In the event of a Participant's death, whether
prior to Retirement or prior to receipt of all
payments to which he may be entitled under Section
3.4(a), (b) or (c), the Participant's Beneficiary
shall be entitled to receive, 60 days after such
death and in a lump sum, the then present value of
the payments to which the Participant would have
become entitled had he survived. For purposes
hereof, in the case of a Participant whose death
occurs prior to his Retirement, the Participant's
full-time employment with the Corporation shall be
deemed to have terminated on the date of his
death.
(e) In the event of a Plan Termination, each
Participant shall be entitled to receive, within
60 days after the date thereof and in a lump sum,
the then present value of the Retirement Income
Benefit to which such participant has become
entitled under the Plan.
(f) Present value computations required hereunder (and
under Section 3.3(c) and 3.5) shall be made using
a discount rate equal to the federal long term
rate described in Code Section 1274(d)(1)(A) which
is then in effect.
3.5 SOURCE OF PAYMENT
All benefits hereunder shall be an obligation of the
Corporation, payable in cash from the general funds of the
Corporation, and no special or separate fund shall be
established or other segregation of assets made with
respect to which the Plan, or any Participant or
Beneficiary, shall have any rights greater than any
unsecured general creditor of the Corporation.
3.6 FORFEITURE OF BENEFITS
The right of a Participant or his Beneficiary to
receive the Retirement Income Benefit provided hereunder
shall be forfeited if the Participant is discharged from
employment with the Corporation for acts which would
constitute a felony under the laws of the United States or
any state thereof.
ARTICLE IV
DESIGNATION OF BENEFICIARIES
4.1 DESIGNATION
Each Participant shall file with the Committee a
written designation of one or more persons as the
Beneficiary who shall be entitled to receive the amount, if
any, payable upon his death. Such designation shall be in
the form specified by the Committee. A Participant may
from time to time revoke or change his Beneficiary by
filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling;
provided, however, that no designation, or change or
revocation thereof, shall be effective unless received by
the Committee prior to the Participant's death, and in no
event shall it be effective as of a date prior to such
receipt.
4.2 FAILURE OF DESIGNATION
If no such Beneficiary designation is in effect at the
time of a Participant's death, or if no designated
Beneficiary survives the Participant, or if such
designation conflicts with any applicable law, the
Participant's estate shall be the Beneficiary entitled to
receive any amounts payable hereunder. The Committee may
direct the Corporation to retain such amounts, without
liability for any interest thereon, until the rights
thereto are determined, or it may direct the Corporation to
pay such amount into any court of appropriate jurisdiction
and such payment shall be a complete discharge of the
liability of the Plan and the Corporation therefore.
ARTICLE V
ADMINISTRATION OF PLAN
5.1 COMMITTEE IS ADMINISTRATOR
The Plan shall be administered by the Committee which
shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part
thereof, including all issues with respect to entitlement
to and the amount of Retirement Income Benefits provided
hereunder. The Committee's interpretation and construction
hereof, and actions hereunder, shall be binding and
conclusive on all persons for all purposes.
5.2 SELECTION OF PARTICIPANTS
The Committee shall from time to time select Eligible
Employees to become Participants in the Plan based upon
such factors as the Committee deems relevant. Notice shall
be given to each Eligible Employee who is selected and such
employee shall become and remain a Participant in
accordance with the terms hereof until the earlier of (i)
the termination of his full-time employment with the
Corporation, or (ii) the termination of the Plan.
5.3 ERISA COMPLIANCE
The Committee shall take such actions as may be
necessary or appropriate to comply with the applicable
provisions of ERISA. Such actions shall include, without
limitation, filing with the Department of Labor a statement
with respect to the Plan containing information specified
in Labor Regs. Section 2520.104-23, providing to Participants
information with respect to the Plan and Participants
rights hereunder in accordance with ERISA Section 104 (b), and
establishing a claims procedure in accordance with ERISA
Section 503 to assure a fair resolution of any dispute regarding
benefits payable hereunder.
5.4 RULES, ETC.
The Committee may from time to time adopt such rules,
regulations, procedures and forms as it deems necessary or
appropriate for the administration of the Plan.
ARTICLE VI
AMENDMENT
The Board may amend or terminate the Plan, but no such
action shall retroactively impair or otherwise adversely
affect the rights of any person to benefits under the Plan
which have accrued prior to the date (or as the result) of
such action.
ARTICLE VII
GENERAL PROVISIONS
7.1 ASSIGNMENT PROHIBITED
The right of any Participant or other person to the
payment of benefits under the Plan may not be assigned,
transferred, pledged, or encumbered, either voluntarily or
by operation of law, except as provided in Article IV with
respect to designations of Beneficiaries hereunder, or as
may otherwise be required by law.
7.2 INCOMPETENCE OF BENEFICIARY
If the Committee shall find that any person to whom
any amount is payable under the Plan is unable to care for
his affairs because of illness or accident, or is a minor,
then any amount due (unless a prior claim therefore shall
have been made by a duly appointed guardian, committee or
other legal representative) may be paid to his spouse, a
child, a parent, or a brother or sister, or any other
person deemed by the Committee to have incurred expenses
for such person otherwise entitled to payment, in such
manner and proportions as the Committee may, in its
discretion, determine. Any such payment shall be a
complete discharge of the liability of the Corporation
therefor under the Plan.
7.3 BENEFITS NOT SALARY
Any amount payable under the Plan shall not be deemed
salary or other compensation for the purpose of computing
benefits under any employee benefit plan or other
arrangement of the Corporation for the benefit of its
employees.
7.4 PLAN NOT EMPLOYMENT AGREEMENT
Neither the Plan nor any action taken hereunder shall
be construed as giving to any Participant the right to be
retained in the employ of the Corporation or as affecting
the right of the Corporation to dismiss any Participant.
7.5 GENDER
As used herein, all pronouns, nouns and any variations
thereof shall be deemed to refer to the masculine, feminine
or neuter, as the circumstances require.
7.6 CAPTIONS FOR CONVENIENCE
The captions preceding the Articles and Sections
hereof have been inserted solely as a matter of convenience
and in no way define or limit the scope or intent of any
provision hereof.
7.7 APPLICABLE LAW
The Plan and all rights thereunder shall be governed
by and construed in accordance with the laws of the State
of New York.
IN WITNESS WHEREOF, the Vice Chairman and Chief
Executive Officer of the Corporation has hereunto affixed
his signature signifying the adoption of this Plan by the
Board of Directors of the Corporation
/s/ Richard Bravman
Vice Chairman and
Chief Executive Officer
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