Exhibit 10.18
RYAN'S FAMILY STEAK HOUSES, INC.
DEFERRED COMPENSATION PLAN
FOR
MORGAN A. GRAHAM
Effective November 1, 1997
RYAN'S FAMILY STEAK HOUSES, INC.
DEFERRED COMPENSATION PLAN
FOR
MORGAN A. GRAHAM
TABLE OF CONTENTS
Page
ARTICLE I. REFERENCES, CONSTRUCTION AND DEFINITIONS 1
1.1 Benefit 1
1.2 Code 1
1.3 Company 1
1.4 Effective Date 2
1.5 Employee 2
1.6 ERISA 2
1.7 Named Fiduciary 2
1.8 Participant 2
1.9 Plan 2
1.10 Plan Administrator 2
1.11 Plan Year 2
1.12 Retirement 2
1.13 Termination of Service 2
1.14 Total Disability 2
ARTICLE II. ELIGIBILITY 2
2.1 Eligibility 2
ARTICLE III. BENEFITS 3
3.1 Benefit Upon Actual Retirement 3
3.2 Benefit Upon Other Termination of Service 3
3.3 Withholding Taxes 3
ARTICLE IV. VESTING 3
4.1 In General 3
4.2 Upon Total Disability 4
ARTICLE V. AMENDMENT AND TERMINATION 4
ARTICLE VI. CLAIMS PROCEDURE 4
6.1 Filing of a Claim for Benefits 4
6.2 Notification to Claimant of Decision 4
6.3 Procedure for Review 5
6.4 Decision on Review 5
6.5 Action by Authorized Representative of Claimant 6
ARTICLE X. MISCELLANEOUS 6
7.1 Nonalienation of Benefits 6
7.2 No Trust Created 6
7.3 No Employment Agreement 6
7.4 Funding Policy 7
7.5 Binding Effect 7
7.6 Entire Plan 7
7.7 Merger or Consolidation 7
7.8 Payment to Incompetent 7
7.9 No Contributions 7
RYAN'S FAMILY STEAK HOUSES, INC.
DEFERRED COMPENSATION PLAN
FOR
MORGAN A. GRAHAM
Preamble
The Company has established this Plan to contribute to its long-
range growth. It is the intention of the parties that the Plan be
unfunded for tax purposes and for purposes of Title I of ERISA.
Under the Plan, the Company has awarded a member of a select
group of key Employees with a deferred benefit. Such benefit is
payable by the Company to the Employee or his estate upon actual
retirement or other termination of employment. By providing a key
Employee with additional financial security, the Plan enables the
Company to attract and to retain superior key personnel and
provides an additional incentive to such Employee to continue to
make the Company prosperous.
ARTICLE I. REFERENCES, CONSTRUCTION AND DEFINITIONS
Unless otherwise indicated, all references to articles, sections
and subsections shall be to the Plan as set forth in this
agreement. The Plan and all rights thereunder shall be construed
and enforced in accordance with ERISA and, to the extent state
law is applicable, the laws of the State of South Carolina. The
article titles and the captions preceding sections and
subsections have been inserted solely as a matter of convenience
and in no way define or limit the scope or intent of any
provisions. Whenever used herein, the singular includes the
plural, the masculine includes the feminine. Whenever used herein
and capitalized, the following terms shall have the respective
meaning indicated unless the context plainly requires otherwise.
1.1 Benefit. The benefit payable to the Participant
pursuant to the provisions of Article III.
1.2 Code. The Internal Revenue Code of 1986, as now in
effect or as hereafter amended. All citations to sections of the
Code are to such sections as they may from time to time be
amended or renumbered.
1.3 Company. Ryan's Family Steak Houses, Inc. and any
successor thereof.
1.4 Effective Date. The Effective Date of this Plan is
November 1, 1997.
1.5 Employee. An individual in the service of the Company
if the relationship between him and the Company is the legal
relationship of employer and employee.
1.6 ERISA. The Employee Retirement Income Security Act of
1974, as now in effect or as hereafter amended. All citations to
sections of ERISA are to such sections as they may from time to
time be amended or renumbered.
1.7 Named Fiduciary. The Company.
1.8 Participant. Morgan A. Graham.
1.9 Plan. The Ryan's Deferred Compensation Plan for Morgan
A. Graham as contained herein and as may be amended from time to
time hereafter.
1.10 Plan Administrator. The Company.
1.11 Plan Year. The calendar year.
1.12 Retirement. Termination of employment after attaining
age 67.
1.13 Termination of Service. Termination of the
Participant's employment with the Company for any reason other
than Retirement.
1.14 Total Disability. A physical or mental condition under
which the Participant qualifies for disability benefits under the
long-term disability plan of the Company; provided, however, if
the Participant is not covered by such plan, the Participant
shall be Totally Disabled if he would have qualified for
disability benefits under the plan were he covered by the plan;
provided, further, if there is no such plan, the Participant
shall be Totally Disabled if by reason of sickness or injury the
Participant cannot, after 60 days following the expiration of any
sick pay to which the Participant may be entitled, perform each
of the material duties of the Participant's regular occupation as
the Company in the exercise of its sole and absolute discretion
shall determine based upon competent medical evidence
satisfactory to the Company.
ARTICLE II. ELIGIBILITY
2.1 Eligibility. No Employee who is not a member of the
"select group of management" or a "highly compensated employee,"
as defined in 201(2), 301(a)(3) and 401(a) of ERISA shall be
eligible to become a Participant.
ARTICLE III. BENEFITS
3.1 Benefit Upon Actual Retirement. When the Participant
shall actually retire from employment with the Company on or
after his 67th birthday, he shall receive a benefit equal to
Seventy Eight Thousand and no/100 Dollars ($78,000.00), payable
in two equal installments as follows: (a) $39,000 on the date of
actual retirement; and (b) $39,000 on the first anniversary of
actual retirement. If the Participant shall die on or after his
67th birthday but before actually retiring or before receiving
payment of the entire amount of such benefit, the unpaid portion
of such benefit shall be paid to the Participant's estate.
3.2 Benefit Upon Other Termination of Service. If the
Participant shall Terminate Service with the Company for any
reason (including death or disability), whether voluntarily or
involuntarily, at any time prior to his 67th birthday, he shall
be entitled to a benefit calculated as follows:
(a) the present value of $78,000, payable $39,000 on the
Participant's 67th birthday and $39,000 on the Participant's 68th
birthday shall be calculated. Such present value shall be
calculated, as of the date of Termination of Service, using as a
discount factor an interest rate equal to the "Wall Street Prime
Rate" on the date of Termination of Service. For purposes of the
foregoing, "Wall Street Prime Rate" shall mean the "prime rate"
in effect and as published in the Wall Street Journal under Money
Rates on the date of determination.
(b) the Participant's vested percentage, if any, calculated
pursuant to Article IV below, shall be multiplied times the
amount calculated in 3.2(a) above, and the product shall be paid
to the Participant in a single sum within sixty (60) days of his
termination of employment.
If the Participant shall die before receiving payment of the
benefit described in 3.2(b) above, such benefit shall be paid
to the Participant's estate.
3.3 Withholding Taxes. Any amounts paid to a Participant
shall be reduced by the amount of taxes required by law to be
withheld. The Company shall timely furnish the Participant with
the appropriate tax information form evidencing such payment and
the amount thereof.
ARTICLE IV. VESTING
4.1 In General.
Each Participant shall vest in a portion of his Benefit,
commencing on his 63rd birthday, according to following schedule:
Participant's Birthday Vested Percentage
prior to 63rd 0%
63rd 20%
64th 40%
65th 60%
66th 80%
67th 100%
If, as of the date of his Termination of Service, a Participant
is not fully vested in his Benefit, he shall forfeit the
nonvested portion.
4.2 Upon Total Disability.
In the event that the Participant shall become Totally Disabled
as provided in this Agreement, he shall be fully vested in his
Benefit without regard to the schedule provided in 4.1 above.
ARTICLE V. AMENDMENT AND TERMINATION
The Company reserves the right, at any time and from time to time
to amend or terminate the Plan; provided, however, no such
amendment or termination shall reduce the Participant's vested
Benefit as of the date of such amendment or termination.
ARTICLE VI. CLAIMS PROCEDURE
The following claims procedure shall apply with respect to
the Plan:
6.1 Filing of a Claim for Benefits. If a Participant or his
beneficiary (the "Claimant") believes that he is entitled to
benefits under the Plan which are not being paid to him, he shall
file a written claim therefor with the Plan Administrator.
6.2 Notification to Claimant of Decision. The following
provisions are part of this Plan and are intended to meet the
requirements of Part 5 of Title I of ERISA. Within 90 days after
receipt of a claim by the Plan Administrator (or within 180 days
if special circumstances require an extension of time), the Plan
Administrator shall notify the claimant of his decision with
regard to the claim. In the event of such special circumstances
requiring an extension of time, there shall be furnished to the
claimant prior to expiration of the initial 90-day period written
notice of the extension, which notice shall set forth the special
circumstances and the date by which the decision shall be
furnished. If such claim shall be wholly or partially denied,
notice thereof shall be in writing and worded in a manner
calculated to be understood by the claimant, and shall set forth:
(i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent provisions of the Plan on which the denial
is based; (iii) a description of any additional material or
information necessary for the claimant to perfect the claim and
an explanation of why such material or information is necessary;
and (iv) an explanation of the procedure for review of the
denial. If the Plan Administrator fails to notify the claimant of
the decision in timely manner, the claim shall be deemed denied
as of the close of the initial 90-day period (or the close of the
extension period, if applicable).
6.3 Procedure for Review. Within 60 days following receipt
by the claimant of notice denying his claim in whole or in part
or, if such notice shall not be given, within 60 days following
the latest date on which such notice could have been timely
given, the claimant shall appeal denial of the claim by filing a
written application for review with the Plan Administrator.
Following such request for review, the Plan Administrator shall
fully and fairly review the decision denying the claim. Prior to
the decision of the Plan Administrator, the claimant shall be
given an opportunity to review pertinent documents and to submit
issues and comments in writing.
6.4 Decision on Review. The decision on review of a claim
denied in whole or in part by the Plan Administrator shall be
made in the following manner:
(a) Within 60 days following receipt by the Plan
Administrator of the request for review (or within 120 days if
special circumstances require an extension of time), the Plan
Administrator shall notify the claimant in writing of its
decision with regard to the claim. In the event of such special
circumstances requiring an extension of time, written notice of
the extension shall be furnished to the claimant prior to the
commencement of the extension. If the decision on review is not
furnished in a timely manner, the claim shall be deemed denied as
of the close of the initial 60-day period (or the close of the
extension period, if applicable).
(b) With respect to a claim that is denied in whole or
in part, the decision on review shall set forth specific reasons
for the decision, shall be written in a manner calculated to be
understood by the claimant, and shall cite specific references to
the pertinent plan provisions on which the decision is based.
(c) The decision of the Plan Administrator shall be
final and conclusive.
6.5 Action by Authorized Representative of Claimant. All
actions set forth in this Article VII to be taken by the claimant
may likewise be taken by a representative of the claimant duly
authorized by him to act in his behalf on such matters. The Plan
Administrator may require such evidence as it may reasonably deem
necessary or advisable of the authority to act of any such
representative.
ARTICLE VII. MISCELLANEOUS
7.1 Nonalienation of Benefits. No right or benefit under
the Plan shall be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment,
garnishment or charge, and any attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber, attach, garnish or
charge any right or benefit under the Plan shall be void. No
right or benefit hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities or torts of the
person entitled to such benefit. If a Participant shall become
bankrupt, or attempt (voluntarily or involuntarily) to
anticipate, alienate, sell, transfer, assign, pledge, encumber,
or charge any right hereunder, or if any creditor shall attempt
to attach, garnish, levy on or otherwise alienate or affect the
right or benefit of any Participant, then such right or benefit
shall, in the discretion of the Company, cease and terminate, and
in such event, the Company may hold or apply the same, or any
part thereof, for the benefit of the Participant in such manner
and in such amounts and proportions as the Company may deem
proper.
7.2 No Trust Created. The Plan constitutes a mere promise
by the Company to make benefit payments in the future, and the
obligation of the Company to make payments hereunder shall
constitute a liability of the Company to the Participant. Such
payments shall be made from the general funds of the Company, and
the Company shall not be required to establish or maintain any
special or separate fund, or to purchase or acquire life
insurance on a Participant's life, or otherwise to segregate
assets to assure that such payments shall be made. The
Participant shall have no interest in any particular asset of the
Company by reason of the obligations hereunder, and the right of
any of them to receive payments under this Plan shall be merely
the right of a general unsecured creditor of the Company. Nothing
contained in the Plan shall create or be construed as creating a
trust of any kind or any other fiduciary relationship between the
Company and a Participant.
7.3 No Employment Agreement. Neither the execution of this
Plan nor any action taken by the Company pursuant to this Plan
shall be held or construed to confer on a Participant any legal
right to be continued as an employee of the Company. This Plan
shall not be deemed to constitute a contract of employment
between the Company and a Participant, nor shall any provision
herein restrict the right of any Participant to terminate his
employment with the Company.
7.4 Funding Policy. This Plan is unfunded, and benefits
shall be paid from the general assets of the Company. However,
the Company may reserve such funds, make such investments or
purchase such insurance policies as it may from time to time
choose to provide a source for payments under the Plan. The
Participant shall have no claim to any such funds, investments or
policies.
7.5 Binding Effect. The obligations incurred pursuant to
this Plan shall be binding upon and inure to the benefit of their
successors and assigns and the Participant.
7.6 Entire Plan. This document, and any written amendments
hereto signed by the parties, contain all of the terms and
provisions of the Plan and shall constitute the entire Plan, any
other alleged terms or provisions, oral or written, being of no
effect. This agreement may be amended or modified only by a
writing signed by the parties hereto.
7.7 Merger or Consolidation. In the event of a merger or a
consolidation of the Company with another corporation or entity,
or the acquisition of substantially all of the assets or
outstanding stock of the Company by another corporation or
entity, then and in such event the obligations and
responsibilities of such merged or acquired corporation under
this Plan shall be assumed by any such successor or acquiring
corporation or entity, and all of the rights, privileges and
benefits of the Participant shall continue.
7.8 Payment to Incompetent. Payments of benefits shall be
made directly to a Participant entitled thereof, or if such
Participant has been determined by a court of competent
jurisdiction to be mentally or physically incompetent, then
payment shall be made to the duly appointed guardian, conservator
or other authorized representative of such Participant. The
Company shall have the right to make payment directly to a
Participant until it has received actual notice of the physical
or mental incapacity of the Participant and notice of the
appointment of a duly authorized representative of his estate.
Any such payment to an authorized representative for the benefit
of a Participant shall be a complete discharge of all liability
of the Company herefor.
7.9 No Contributions. The Participant shall not be permitted
to make any contributions to this plan.
[signatures on the following page]
Executed November 1, 1997
Ryan's Family Steak Houses, Inc.
By: /s/Charles D. Way_
Its: President __
Participant:
/s/Morgan A. Graham
Morgan A. Graham