SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Supplemental Executive Retirement Plan (the "SERP") is
entered into this 23rd day of September, 1994, between W.H. Brady
Co. (the "Company") and DONALD P. DeLUCA ("Executive"):
1. Objectives. This SERP is intended to provide for a payment
after retirement to the Executive, who is currently the Senior
Vice President of W.H. Brady Co., in recognition of his past and
future years of service with the Company and the limitations
imposed on his and the Company's contributions to the Company's
Profit Sharing Plan.
2. Bookkeeping Account. The Company shall cause a bookkeeping
reserve account (the "Account") to be established for the
Executive solely as a device for determining the amounts which
may become payable to the Executive hereunder. Such Account
shall not constitute or be treated as a trust fund of any kind,
it being expressly provided that the amounts credited to the
Account shall at all times be and remain the sole property of the
Company. The Executive shall have no proprietary rights of any
nature with respect thereto, unless and until such time as a
payment thereof is made to the Executive (or beneficiary) as
provided herein. Amounts shall be credited to the Executive's
Account as follows:
(a) Provided only that the Executive is in the employment
of the Company as of July 31, 1995, $50,000 shall be credited to
the Account. If the Executive is in the employment of the
Company as of July 31, 1996, an additional $50,000 shall be
credited to the Account and an additional $50,000 shall be
credited to the Account as of July 31, 1997, 1998,and 1999 if the
Executive is in the employment of the Company as of those dates.
(b) Interest shall accrue on the balance in the Executive's
Account at the prime rate (base rate on corporate loans) in
effect July 31 of each year as reported by the principal bank or
financial institution with which the Company is doing business,
and shall be credited to the Account annually as of July 31 of
each year, until all distributions to which the Executive, the
Executive's estate or beneficiary is entitled, shall have been
made. However, the interest rate used shall never be less than
six percent (6%) or more than ten percent (10%). If a lump sum
amount distribution is made as of a date other than July 31,
interest shall be credited to the Account as of such payment date
based on the interest rate for the prior July 31.
3. Vesting. The Executive shall at all times have a 100%
vested interest in the Account balance established for the
Executive under this SERP.
4. Benefit Payment.
(a) Payment shall be made over a 10 year period commencing
on August 1 of the year following the Executive's termination of
employment with the Company (the "First Payment Date"), with the
first payment being one-tenth of the amount credited to the
Executive's Account, and therefore an amount shall be paid to the
Executive as of the first day of each August thereafter in an
amount equal, as nearly as possible, to the amount paid on the
First Payment Date plus any interest credited to the Account in
the period intervening since the last payment, until a total of
ten payments have been made. Such 10 payments, regardless of the
total amount thereof, shall constitute full payment of all
amounts due the Executive under this SERP.
(b) The Executive shall have the right to designate a
beneficiary or beneficiaries to receive a distribution with
respect to any portion of such Executive's Account remaining
unpaid at the Executive's death. Such designation shall be
effected by filing written notification with the Company in the
form prescribed by it and may be changed from time to time by
similar action. If the Executive fails to make such a
designation, any such distribution shall be paid to the
Executive's estate or its successors. The amount remaining in
the Account shall be paid to the beneficiary or the Executive's
estate for the balance of the applicable ten year period in the
same manner and amount as it would have been paid to the
Executive.
(c) The Company may, in its uncontrolled discretion, and in
lieu of the annual payments provided for in this paragraph and
upon such terms and conditions as the Board of Directors of the
Company may determine, pay the Executive or his beneficiary the
amount credited to the Account (1) in larger installments,
including a lump sum, or (2) in some other manner; provided,
however, that the payments cannot be made in smaller amounts or
over a period longer than provided in paragraph 4(a), without the
Executive's consent.
5. Claim Procedure. The Company shall provide adequate notice
in writing to the Executive or the Executive's beneficiary (a
"Claimant") if any claim for benefits under this SERP has been
denied setting forth specific reasons for such denial and
advising the Claimant of the procedures to be followed to obtain
a full and fair review by the Company or some other fiduciary
named by it of the decision denying the claim. The Company or
such other named fiduciary, acting as administrator for this
SERP, shall have full and complete discretionary authority to
construe and interpret this SERP, to adopt and modify claim
procedure rules, and to decide any matter presented through the
claim review procedure. Any final decision on review by such
administrator in good faith and in the exercise of its
discretionary authority shall be final and binding on all parties
and not subject to reversal if challenged in litigation unless
proven to be arbitrary and capricious based on the evidence
considered by the administrator at the time of such final
decision.
6. Miscellaneous.
(a) Neither the Company nor the Executive nor any
beneficiary shall have the power to transfer, assign, encumber,
commute or anticipate any amounts payable hereunder.
(b) The Company shall have the right to withhold from any
amounts payable hereunder, or any amounts otherwise payable, any
taxes or other amounts required by any governmental authority to
be withheld.
(c) Every person receiving or claiming payments under this
SERP shall be conclusively presumed to be mentally competent
until the date on which the Company receives a written notice, in
a form and manner acceptable to it, that such person is
incompetent and that a guardian, conservator, or other person
legally vested with the care of such person's estate has been
appointed. In the event a guardian or conservator of the estate
of any person receiving or claiming payments under this SERP
shall be appointed by a court of competent jurisdiction, payments
may be made to such guardian or conservator provided that proper
proof of appointment and continuing qualification is furnished in
a form and manner acceptable to the Company. Any such payment so
made shall be a complete discharge of any liability therefor.
(d) Participation in this SERP or the payment of any
benefits hereunder, shall not be construed as giving to the
Executive any right to be retained in the service of the Company
or its subsidiaries, limiting in any way the right of the Company
or its subsidiaries to terminate the Executive's employment at
any time, evidencing any agreement or understanding, express or
implied, that the Company or its subsidiaries will employ the
Executive in any particular position or at any particular rate of
compensation and/or guaranteeing the Executive any right to
receive a salary increase in any year, such increase being
granted only at the sole discretion of the Board.
(e) None of the payments made hereunder shall be taken into
account under any other pension, profit sharing or welfare
benefit plan or program of the Company.
(f) The schedule attached is an example of the anticipated
Contributions, Interest and Payments to be made provided that the
Executive's employment terminates on July 31, 2005.
W.H. BRADY CO.
By /S/ Katherine M. Hudson
/S/ Donald P. DeLuca
Donald P. DeLuca
W.H. BRADY CO.
DONALD P. DELUCA - SERP
Fiscal
Year Contribution 8% Interest Payment Balance
7/31/95 $ 50,000 - $ $ 50,000
7/31/96 50,000 $ 4,000 104,000
7/31/97 50,000 8,320 162,320
7/31/98 50,000 12,986 225,306
7/31/99 50,000 18,024 293,330
7/31/00 23,466 316,796
7/31/01 25,344 342,140
7/31/02 27,371 369,511
7/31/03 29,561 399,072
7/31/04 31,926 430,998
7/31/05 34,480 465,478
8/01/05 46,548 418,930
8/01/06 33,514 80,062 372,382
8/01/07 29,791 76,339 325,834
8/01/08 26,067 72,615 279,286
8/01/09 22,343 68,891 232,738
8/01/10 18,619 65,167 186,190
8/01/11 14,895 61,443 139,642
8/01/12 11,171 57,719 93,094
8/01/13 7,448 53,996 46,546
8/01/14 3,724 50,270 0
$250,000 $383,050 $633,050