EXHIBIT 10.19
RELIV INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Supplemental Executive Retirement Plan (the "Plan") is hereby
adopted effective as of June 1, 1998. The Plan is established and maintained by
Reliv International, Inc. (the "Company") for the purpose of providing benefits
for certain of the senior executives of the Company. Concurrently with the
adoption of this Plan, the Company has entered into that certain Trust Agreement
dated June 1, 1998 ("Trust Agreement") pursuant to which Plan benefits shall be
deposited, held and invested.
ARTICLE I
DEFINITIONS
1.1 "Account" means the account established with respect to each
Participant in accordance with Section 6.1 hereof.
1.2 "Administrator" means the person appointed as Administrator of this
Plan, if any, in accordance with Section 10.1 hereof.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Company" means Reliv International, Inc., an Illinois corporation
and any successor corporation.
1.5 "Compensation Committee" means the Compensation Committee of the
Board. Any function exercisable by such Committee may also be exercised by the
Board.
1.6 "Disability Retirement Date" means the first day of the seventh
calender month next following the date a Participant becomes totally and
permanently disabled. A Participant in
active Service shall be totally and permanently disabled for purposes of this
Plan if he shall have failed or been unable to perform his duties as an employee
of the Company on a full time basis for an aggregate of 180 days in any one
period of 210 consecutive days and with a certification from a licensed
physician in the State of Missouri that Participant is permanently disabled.
1.7 "Normal Retirement Date" means the later of (1) the date on which
the Participant attains age 65 or (2) the fifth anniversary of the date one
becomes a Participant.
1.8 "Participant" means any executive officer of this Company or any
subsidiary who is designated as a Participant by the Compensation Committee
hereunder. A Participant shall also mean a retired or terminated Participant who
continues to be entitled to Supplemental Plan Benefits under this Plan after his
Termination of Service.
1.9 "Plan" means the Reliv International, Inc. Supplemental Executive
Retirement Plan and any amendments thereto.
1.10 "Plan Year" means the calender year.
1.11 "Plan Benefit Commencement Date" means the date on which
Supplemental Plan Benefits commence to be payable under the Plan. Such date
shall be:
(a) in the case of a disabled Participant, his Disability
Retirement Date,
(b) in the case of a retired Participant and a Participant who has
terminated employment with the Company, the thirtieth day
following the later of his Termination of Service or Normal
Retirement Date, and
(c) in the case of a deceased Participant, the first day of the
month next following the Participant's date of death while in
active Service.
1.12 "Service" means the period of full time employment of a
Participant with (i) the
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Company, or (ii) a Subsidiary (but not counting any period during which such
employer was not a Subsidiary). For this purpose, all periods of employment with
the Company or any Subsidiary (both before and after adoption of this Plan, and
before and after the employee becomes a Participant in this Plan) shall be
included as Service. However, periods of employment after a Participant's
attainment of age sixty-five shall not be counted as Service. The number of
years of Service of a Participant shall be his completed months of Service,
whether or not consecutive, divided by 12, counting each twelve months as one
year and each additional month as one-twelfth of a year.
1.13 "Subsidiary" means any corporation, at least fifty percent of the
outstanding voting stock of which is benefically owned directly or indirectly by
the Company.
1.14 "Supplemental Plan Benefit" means the benefit payable in
accordance with this Plan.
1.15 "Termination of Service" means the first day of the month next
following termination of Participant's Service whether by voluntary or
involuntary separation, retirement, disability or death.
1.16 "Valuation Date" shall mean the last business day of a each month
on which the New York Stock Exchange shall be open.
ARTICLE II
EFFECTIVE DATE
This Plan shall be effective as of June 1, 1998.
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ARTICLE III
PARTICIPANTS
Participants shall be senior executives of the Company and any
Subsidiary of the Company designated from time to time by the Compensation
Committee as Participants in the Plan. Within 10 days after the Effective Date
hereof, the Compensation Committee shall designate those persons who shall be
eligible to participate in the Supplemental Plan Benefits of the Plan for Plan
Year 1998. On or before October 31 of each Plan Year during which this Plan
shall be in effect, the Compensation Committee shall designate those persons who
shall be entitled to participate in the Plan for purposes of compensation
deferral for the immediately succeeding Plan Year. Participants entitled to
elect deferral and receive benefits under the Plan for any Plan Year shall be
those persons so designated by the Compensation Committee for such Plan Year.
Any person designated as a Participant for any Plan Year shall be entitled to
receive the Supplemental Plan Benefits as provided herein with respect to
compensation of such person which shall have been deferred, or matching
contributions by the Company, and all earnings thereon as provided herein.
ARTICLE IV
SALARY REDUCTION ELECTION
4.1 A person designated as a Participant for any Plan Year shall be
entitled to elect to reduce such persons salary or bonus compensation for such
Plan Year as follows:
(a) The election shall be made on the election form attached
hereto, signed by the Participant, dated when made and
delivered to the Compensation Committee;
(b) The election shall be completed and delivered to the
Compensation Committee on or before December 31 of the Plan
Year preceding the Plan Year for which the election is
effective.
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(c) The percentage of the total salary compensation which a
Participant shall be entitled to elect to reduce and defer
shall not exceed 25% thereof. The percentage of bonus
compensation which a Participant shall be entitled to elect to
reduce and defer shall not exceed 50% thereof.
4.2 With respect to Plan Year 1998, the first Plan Year of this Plan,
the election shall be made as follows:
(a) The election shall be completed, signed and delivered to the
Compensation Committee within 30 days after the Effective Date
of this Plan;
(b) The election shall apply, and reduction of compensation shall
be made, only to compensation for services performed after the
date of the election;
4.3 With respect to the amount of salary or bonus compensation reduced
by a Participant in accordance with this Plan:
(a) The amount thereof shall be deducted from salary or bonus
payments when otherwise due and shall not be paid to
Participant;
(b) At the time such payments would otherwise have been due, the
Company shall make payment of the amount thereof to the Trust
and shall be allocated to the Account of such Participant.
ARTICLE V
MATCHING CONTRIBUTIONS
5.1 At the election of the Company in any Plan Year, which election
shall be within the sole discretion of the Company and determined by the
Compensation Committee, the Company may elect to contribute to the Trust a
percentage of the amount of the salary reduction amounts
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allocated to Participant during the Plan Year. The election of the Company with
respect to matching contributions, and the amount thereof, for any Plan Year
shall be made by the Compensation Committee by written instrument provided to
the Company on or before October 31 of the Plan Year preceding the Plan Year for
which the election is made; provided, however, that for the first Plan Year
(1998) an election is hereby made that the Company shall make matching
contributions in an amount equal to 56% of the salary reduction amounts of
Participants for such Plan Year.
5.2 In any Plan Year in which an election shall be made by the Company
to make matching contributions, at the time of each payment to the Trust of
salary reduction amounts, the Company shall make payment to the Trust of the
matching contributions provided for and the amount thereof shall be allocated to
the Accounts of the Participant.
ARTICLE VI
PARTICIPANT ACCOUNTS; ASSETS
6.1 Accounts. There shall be established and maintained with respect to
each Participant an Account hereunder.
6.2 Account Valuation. As of each Valuation Date, each Participant
Account balance shall be adjusted as follows:
(a) the Account balance shall be increased by the amount of
contributions allocated to the Participant and by the amount
of income or gain of the Trust funds allocable to the Account
since the prior Valuation Date;
(b) the Account balance shall be decreased by the amount of
distributions allocable to the Participant and all expenses
and losses allocable to the Account since the prior
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Valuation Date.
Any expenses relating to a specific Account or Accounts, including without
limitation, commissions or sales charges with respect to an investment allocable
to the Account, may be charged solely to the particular Account or Accounts.
6.3 Investment of Account Funds. All funds allocable to an Account
shall be invested in one or more investment options made available from time to
time by the Company for this purpose. Participants shall have the opportunity to
direct the investment of the funds allocable to the Particpant Account.
Investment of the funds of the Trust shall be made by the Administrator. The
Administrator shall be obligated to comply with the instructions of a
Participant with respect to investment of funds allocable to the Participant
Account, subject to such investment options and limitations as the Administrator
shall provide. The Administrator shall prescribe the form and manner in which
such directions shall be made, as well as the frequency with which such
directions may be made or changed.
6.4 No Right in Assets; Spendthrift Clause. Notwithstanding any other
provision hereof, a Participant shall not have any right, title or interest in
or to any Account or any funds or assets allocated to any Account hereunder or
any right to transfer, assign, pledge or encumber any Account or any asset of
the Trust. The designation of Accounts herein is made solely for the purpose of
determining the amount of the Supplemental Plan Benefits which may be paid to,
or for the benefit, of a Participant if and when any benefits may become payable
hereunder. No interest of any person in, or right to receive, a distribution
under this Plan shall be subject in any manner to sale, transfer, assignment,
pledge, attachment, garnishment or other alienation or encumbrance of any kind,
nor may such interest or right to receive a distribution be taken, either
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voluntarily or involuntarily for the satisfaction of the debts of, or other
obligations or claims against, such person or entity, including claims for
alimony, support, separate maintenance or claims in bankruptcy proceedings.
6.5 Participants Unsecured Creditors. Benefits under this Plan shall
not be prefunded but shall be payable by the Company as and when they become due
as provided herein out of the Trust or otherwise from the assets of the Company.
All assets in the Trust shall remain the sole property of the Company until the
occurrence of an event giving rise to a right to payment of a distribution
hereunder. Participant's interest in benefits under this Plan (and the interest
of any surviving spouse or beneficiary) shall not be greater than that of an
unsecured creditor of the Company.
ARTICLE VII
ELIGIBILITY FOR BENEFITS
7.1 Eligibility for Benefits. Subject to the provisions of Section 7.2
hereof, Supplemental Plan Benefits under this Plan shall be payable in respect
of a Participant if:
(a) the Participant's Termination of Service occurs on or after
his Normal Retirement Date except by disability or death; or
(b) the Participant becomes totally and permanently disabled, as
defined in Section 1.11 of this Plan, before his Normal
Retirement Date; or
(c) the Participant dies before his Normal Retirement Date and
while in active Service and he is survived by his spouse or
another beneficiary, as provided in Article VIII of this Plan;
or
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(d) the Participant's Termination of Service occurs on or after
the date such Participant has completed five years of service
with the Company and, if the Termination of Service occurs by
voluntary action of Participant, the Participant shall have
completed three years of service from and after the date the
Participant shall first have been designated as a Participant
in this Plan.
7.2 Forfeiture of Benefits. Notwithstanding any other provision of this
Plan, payment of a Supplemental Plan Benefit hereunder to Participant, his
surviving spouse or designated beneficiary will, at the discretion of the
Compensation Committee, be discontinued and forfeited, and the Company will have
no further obligation hereunder to Participant, his surviving spouse or
designated beneficiary, if any of the following circumstances occur:
(a) The Participant is discharged from employment with the Company
or any Subsidiary for cause;
(b) The Participant engages in competition with the Company,
directly or indirectly, or provides service to any person
engaged in competition with the Company, whether as a
principal, owner, employee, consultant or agent;
(c) The Participant commits a material violation of Participant's
then existing Employment Agreement with the Company and such
violation is not cured in accordance with the provisions
thereof; or
(d) The Participant performs acts of wilful malfeasance or gross
negligence in a matter of material importance to the Company,
and such acts are discovered by the Company at any time prior
to the date of the death of the Participant.
The Compensation Committee shall have sole discretion with respect to the
application of the
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provisions of this section and such exercise of discretion shall be conclusive
and binding upon the Participant, his surviving spouse and all other persons.
ARTICLE VIII
BENEFITS AND PAYMENT
8.1 Amount of Benefit. The amount of the Supplemental Plan Benefit
payable to a Participant, or his beneficiary, who shall become eligible for the
payment of a benefit hereunder shall be the balance of the Account allocated to
Participant on the Valuation Date immediately preceding the Plan Benefit
Commencement Date.
8.2 Payment of Benefit. Payment of a Supplemental Plan Benefit which
shall become payable hereunder shall be made at the election of the Participant
in the form of either (a) a lump sum payment payable on the Plan Benefit
Commencement Date, (b) a straight life annuity, or (c) if the Participant is
married on the Plan Benefit Commencement Date, a joint and survivor annuity. The
Supplemental Plan Benefit payable through an annuity shall commence on the Plan
Benefit Commencement Date and subsequent payments shall be due on the
anniversary of such Plan Benefit Commencement Date, with the last payment being
due on the anniversary of the Plan Benefit Commencement Date preceding the date
on which the Participant dies or, in the case of a joint and survivor annuity,
the survivor of Participant and his spouse dies. The payment of the Supplemental
Plan Benefit shall be reduced by the amount of Federal, state and local
withholding taxes, if any, required to be withheld. If the value of any
Supplemental Plan Benefit in the aggregate is less than $5,000, the Company, in
its discretion, may pay such benefit to the Participant in a single lump sum in
lieu of any further benefit payments hereunder.
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8.3 Payment of Benefit to a Survivor. In the event that a Supplemental
Plan Benefit shall become payable to the surviving spouse or other beneficiary
designated by a Participant, the amount of such benefit shall be paid in a lump
sum to such surviving spouse or beneficiary on the Plan Benefit Commencement
Date.
8.4 Payment to Representatives. If an individual entitled to receive
any benefits hereunder is determined by the Compensation Committee or is
adjudged to be legally incapable of giving valid receipt and discharge for such
benefits, they shall be paid to the duly appointed and action guardian, if any,
and if no such guardian is appointed and acting, to such persons as the
Compensation Committee may designate. Such payment shall, to the extent made, be
deemed a complete discharge for such payments under this Plan.
8.5 Timing of Payments. If the Compensation Committee is unable to make
the determinations required under this Plan with respect to the amount or
eligibility for benefits hereunder in sufficient time for payments to be made
when due, the Compensation Committee shall make such payments upon the
completion of such determinations with interest at a reasonable interest rate
from the date due and may, at is option, may provisional payments, subject to
adjustment, pending such determinations.
8.6 Unclaimed Benefits. Each Participant shall keep the Compensation
Committee informed of his current address and the current address of his spouse.
The Compensation Committee shall not be obligated to search for the whereabouts
of any person. If the location of a Participant is not made known to the
Compensation Committee withing three years of the date upon which any payment of
a benefit hereunder is to be made, payment may be made as though Participant had
died at the end of the three-year period. If within one additional year after
such
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three-year period has elapsed, or, within three years after the actual death of
a Participant, the Compensation Committee is unable to locate any surviving
spouse or designated beneficiary of Participant, then the Company shall have no
further obligation to pay any benefit hereunder to such Participant or surviving
spouse or any other person and such benefit shall be irrevocably forfeited.
ARTICLE IX
AMENDMENT AND TERMINATION
The Board may at any time, or from time to time, amend this Plan in any
respect or terminate this Plan without restriction and without consent of any
Participant or beneficiary, provided that any such amendment shall not impair
the right of any Participant or any surviving beneficiary of any then deceased
Participant to receive benefits earned hereunder prior to such amendment or
termination without the consent of such Participant or such surviving
beneficiary. No beneficiary of a Participant shall have any right to benefits
under this Plan or any other interest herein before becoming a surviving
beneficiary.
ARTICLE X
GENERAL PROVISIONS
10.1 Plan Administration. The general administration of this Plan shall
be the responsibility of the Compensation Committee which is hereby authorized,
in its discretion, to delegate said responsibilities to an Administrator. The
Compensation Committee shall appoint a qualified actuary or actuaries to perform
all actuarial calculations. The good faith determination of the Compensation
Committee in reliance upon such actuary or actuaries shall be final and
conclusive.
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10.2 No Guarantee of Employment. Nothing contained herein shall be
construed as a contract of employment or deemed to give any Participant the
right to be retained in the employ of the Company or any Subsidiary, or to
interfere with the rights of any such employer to discharge any individual at
any time, without cause, except as may be otherwise agreed in writing or
provided by applicable law.
10.3 No Guarantee of Benefits. Nothing contained in the Plan shall
constitute a guarantee by the Company or any other person or entity that the
assets of the Company will be sufficient to pay any benefit hereunder.
10.4 Participant's Rights Unsecured. The Plan at all times shall be
entirely unfunded and no provision shall at any time be made with respect to
segregating any assets of the Company for payment of benefits hereunder. The
right of a Participant or his designated beneficiary to receive a distribution
hereunder shall be an unsecured claim against the general assets of the Company,
and neither the Participant nor a designated beneficiary shall have any rights
in or against any specific assets of the Company.
10.5 Governing Law. The provisions of this Plan shall be construed
according to the laws of the State of Missouri excluding the provisions of any
such laws that would require the application of the laws of another
jurisdiction.
10.6 Gender and Number. The masculine pronoun wherever used shall
include the feminine. Wherever any words are used herein in the singular, they
shall be construed as though they were also used in the plural in all cases
where they shall so apply.
10.7 Title and Headings. The title to articles and headings of sections
of this Plan are for convenience of reference and in case of any conflict the
text of the Plan, rather than such title
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and headings, shall control.
IN WITNESS WHEREOF, Reliv International, Inc. has executed this Plan as
of the Effective date provided herein.
RELIV INTERNATIONAL, INC.
By:_______________________________
Attest:
By:_____________________________
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