EXHIBIT 10(e)
- -------------
SUPPLEMENTAL KEY EXECUTIVE RETIREMENT PLAN
OF LANDAUER, INC.
(as amended and restated effective October 1, 2002)
TABLE OF CONTENTS
Page
----
Article l - Title . . . . . . . . . . . . . . . . . . . . . . . 1
Article 2 - Definitions . . . . . . . . . . . . . . . . . . . . 1
Article 3 - Amount and Commencement of Pensions . . . . . . . . 2
Section 3.1. Supplemental Pension . . . . . . . . . . . . 2
Section 3.2. Termination Prior to 65. . . . . . . . . . . 2
Section 3.3. Survivor's Benefit . . . . . . . . . . . . . 2
Article 4 - Administration. . . . . . . . . . . . . . . . . . . 2
Section 4.1. In General . . . . . . . . . . . . . . . . . 2
Section 4.2. Claims Procedure . . . . . . . . . . . . . . 3
Section 4.3. Notices and Other Communications . . . . . . 3
Section 4.4. Records. . . . . . . . . . . . . . . . . . . 3
Article 5 - Participation by Other Employers. . . . . . . . . . 4
Section 5.1. Adoption of Plan . . . . . . . . . . . . . . 4
Section 5.2 Withdrawal from Participation. . . . . . . . 4
Section 5.3. Company as Agent for Employers . . . . . . . 4
Article 6 - Miscellaneous . . . . . . . . . . . . . . . . . . . 4
Section 6.1. Non-Assignability . . . . . . . . . . . . . . 4
Section 6.2. Employment Non-Contractual. . . . . . . . . . 4
Section 6.3. Employer's Option to Fund Benefits. . . . . . 4
Section 6.4. Governing Law . . . . . . . . . . . . . . . . 4
Section 6.5. Gender and Plurals. . . . . . . . . . . . . . 5
Article 7 - Amendment . . . . . . . . . . . . . . . . . . . . . 5
Section 7.1. Amendment . . . . . . . . . . . . . . . . . . 5
Section 7.2. Termination of the Plan by an Employer. . . . 5
Article 8 - Continuance By a Successor. . . . . . . . . . . . . 5
i
SUPPLEMENTAL KEY EXECUTIVE RETIREMENT PLAN
OF LANDAUER, INC.
(as amended and restated effective October 1, 2002)
ARTICLE 1
TITLE AND PURPOSE
The title of this plan shall be "Supplemental Key Executive
Retirement Plan of Landauer, Inc. (as amended and restated effective
October 1, 2002)". The purpose of this Plan is to provide retirement
income to a group of employees of the Company that constitutes a "select
group of management or highly compensated employees" within the meaning of
sections 201, 301 and 401 of ERISA and United States Department of Labor
Regulation Section 2520.104-23.
ARTICLE 2
DEFINITIONS
As used herein the following words and phrases shall when capitalized
herein have the following respective meanings. All other capitalized terms
shall have the meanings given thereto under the "Qualified Plan," as
defined below.
(A) PLAN. The plan herein set forth, as from time to time amended.
(B) COMPANY. Landauer, Inc., a Delaware corporation, or any
corporation which shall succeed to the business of such corporation and
adopt the Plan pursuant to Article 8.
(C) EMPLOYER. The Company and any other corporation which shall,
with the consent of the Company, elect to participate in the Plan in the
manner described in Section 5.1 and any successor corporation which shall
adopt the Plan pursuant to Article 8. If any such corporation shall
withdraw from participation in the Plan pursuant to Section 5.2, or shall
terminate its participation in the plan pursuant to Section 7.2, such
corporation shall thereupon cease to be an Employer.
(D) EMPLOYEE. An individual whose relationship with an Employer
is, under common law, that of an employee.
(E) PARTICIPANT. A Senior Manager of an Employer designated as a
Participant by the Board of Directors of the Company, or a duly appointed
committee thereof. The names of participants and their effective dates of
participation in the Plan appear in Schedule A to the Plan.
(F) QUALIFIED PLAN. The Landauer, Inc. Retirement Plan, or any
successor thereto, as in effect from time to time.
(G) ACTUARIAL EQUIVALENT. The actuarial equivalent determined
using the actuarial assumptions utilized in determining benefits under the
Qualified Plan (without regard to the rate which is used under the
Qualified Plan to determine the value of lump sum distributions).
(H) EFFECTIVE DATE. The effective date of the amended and restated
Plan with respect to an Employee's Employer, which in the case of the
Company shall be October 1, 2002, and in the case of any other Employer
shall be the date designated by such Employer.
1
ARTICLE 3
AMOUNT AND COMMENCEMENT OF PENSIONS
SECTION 3.1. SUPPLEMENTAL PENSION. The amount of such supplemental
pension payable to a Participant upon retirement on or after attaining age
65 (calculated in each case on the basis that the Participant has elected
to receive such benefits in the form of a 50% joint and survivor annuity if
married, otherwise in the form of a single life annuity) shall be payable
annually, in monthly installments, commencing on or about the first day of
the month following the later of the Participant's termination of
employment and his 65th birthday and continuing for the life of the
Participant, equal to the excess, if any, of (A) over (B) as described
below:
(A) The product of 2% multiplied by the Participant's years of
service (up to a maximum of 25 years) with an Employer (including service
with the Company's predecessor Tech/Ops, Inc.) multiplied by the
Participant's "compensation", using the following assumptions:
(I) "compensation" equals the greater of such Participant's
highest five-year average pay or his final pay; and
(II) "compensation" includes incentive compensation (as
annualized over the five-year period immediately preceding his termination
of employment).
(B) The amount which is payable under the Qualified Plan and any
Company-sponsored profit-sharing plan (other than a 401(k) plan).
Notwithstanding anything herein to the contrary, the supplemental
pension payable hereunder to with respect to a Participant who is not fully
vested under the Qualified Plan on his retirement shall only be payable in
the amount determined using the foregoing formula multiplied by such
Participant's vested percentage under the Qualified Plan.
SECTION 3.2. TERMINATION PRIOR TO AGE 65. A Participant whose
employment with an Employer terminates prior to the date on which the
Participant attains age 65 shall be entitled to receive the supplemental
pension determined under Section 3.1 commencing at the time at which he
receives an early retirement benefit under the Qualified Plan, but such
supplemental pension shall be reduced in accordance with any early
retirement reduction factors utilized in the Qualified Plan.
SECTION 3.3. SURVIVOR'S BENEFIT. If the Participant has a living
spouse at retirement at age 65 but prior to the commencement of his
supplemental pension hereunder and if upon his death the Participant is
legally married, the Participant's Employer shall pay a monthly
supplemental pension to his spouse, if such spouse survives the
Participant, for the lifetime of such spouse. Such survivor's supplemental
pension shall be equal to 50% of the amount set forth in Section 3.1.
ARTICLE 4
ADMINISTRATION
SECTION 4.1. IN GENERAL.
(A) The Company shall be responsible for the administration of the
provisions of the Plan.
2
(B) The Company shall have the duty and authority to interpret and
construe the Plan in regard to all questions of the status and rights of
Participants and other persons under the Plan and the manner, time, and
amount of payment of any distributions under the Plan. Each Employer
shall, from time to time, upon request of the Company, furnish to the
Company such data and information as the Committee shall require in the
performance of its duties.
(C) The Company may designate any person, partnership or
corporation to carry out any of its responsibilities. Any such designation
shall be reduced to writing and such writing shall be kept with the records
of the Plan.
SECTION 4.2. CLAIMS PROCEDURE. If any Participant or other person
believes he is entitled to benefits in an amount greater than those, which
he is receiving or has received, he may file a written claim with the
secretary of the Company. Such claim shall state the nature of the claim,
the facts supporting the claim, the amount claimed, and the address of the
claimant. The secretary of the Company shall review the claim and shall,
within 60 days after receipt of the claim, give written notice by
registered or certified mail to the claimant of the Secretary's decision
with respect to the claim. The notice of the Company's decision with
respect to the claim shall be written in a manner designed to be understood
by the claimant and, if the claim is wholly or partially denied, set forth
the specific reasons for the denial, specific references to the pertinent
Plan provisions on which the denial is based, 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 an explanation of the claim review procedure under the Plan.
The Company shall also advise the claimant that he or his duly authorized
representative may request a review of the denial by the President of the
Company by filing with the Company within 65 days after notice of the
denial has been received by the claimant, a written request for such
review. The claimant shall be informed that he may have reasonable access
to pertinent documents and submit comments in writing to the President
within the same 65-day period. If a request is so filed, review of the
denial shall be made by the President within 60 days after receipt of such
request, and the claimant shall be given written notice of the President's
final decision. The notice of the President's final decision shall include
specific reasons for the decision and specific references to the pertinent
Plan provisions on which the decision is based and shall be written in a
manner designed to be understood by the claimant.
SECTION 4.3. NOTICES AND OTHER COMMUNICATIONS. All notices, reports
and statements given, made, delivered or transmitted to a Participant or
any other person entitled to or claiming benefits under the Plan shall be
deemed to have been duly given, made or transmitted when mailed by first
class mail with postage prepaid and addressed to the Participant or such
person at the address last appearing on the records of the Company. A
Participant or other person may record any change of his address from time
to time by written notice filed with the Company.
Written directions, notices and other communications from
Participants or any other person entitled to or claiming benefits under the
Plan to the Employers or the Company shall be deemed to have been duly
given, made or transmitted either when delivered to such location as shall
be specified upon the forms prescribed by the Company for the giving of
such directions, notices and other communications or when mailed by first
class mail with postage prepaid and addressed as specified upon such forms.
SECTION 4.4. RECORDS. The Company shall keep a record of all of its
proceedings and shall keep or cause to be kept all books of account,
records and other data as may be necessary or advisable in its judgment for
the administration of the Plan.
3
ARTICLE 5
PARTICIPATION BY OTHER EMPLOYERS
SECTION 5.1. ADOPTION OF PLAN. With the consent of the Company, any
corporation or other entity may become a participating Employer under the
Plan by (a) taking such action as shall be necessary to adopt the Plan, (b)
filing with the President of the Company a duly certified copy of the
resolution of the board of directors of such corporation adopting the Plan,
and (c) executing and delivering such instruments and taking such other
action as may be necessary or desirable to put the Plan into effect with
respect to such corporation.
SECTION 5.2. WITHDRAWAL FROM PARTICIPATION. Any Employer may
withdraw from participation in the Plan at any time by filing with the
Company a duly certified copy of a resolution of its board of directors to
that effect and giving notice of its intended withdrawal to the Company
prior to the effective date of withdrawal.
SECTION 5.3. COMPANY AS AGENT FOR EMPLOYERS. Each corporation which
shall become a participating Employer pursuant to Section 5.1 by so doing
shall be deemed to have appointed the Company its agent to exercise on its
behalf all of the powers and authorities hereby conferred upon the Company
by the terms of the Plan, including, but not by way of limitation, the
power to amend and terminate the Plan.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1. NON-ASSIGNABILITY. It is a condition of the Plan, and
all rights of each Participant and any other person entitled to benefits
hereunder shall be subject thereto, that no right or interest of any
Participant or such other person in the Plan shall be assignable or
transferable in whole or in part, either directly or by operation of law or
otherwise, including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge or bankruptcy, but excluding rights or
interests arising by reason of death or mental incompetency, and no right
or interest of any Participant or other person in the Plan shall be liable
for, or subject to, any obligation or liability of such Participant or
other person, including claims for alimony or the support of any spouse or
child.
SECTION 6.2. EMPLOYMENT NON-CONTRACTUAL. The Plan shall not be
interpreted as conferring any right upon any Employee to continue in
employment.
SECTION 6.3. EMPLOYER'S OPTION TO FUND BENEFITS. Nothing in this
Plan shall be interpreted as requiring any Employer to set aside any of its
assets for the purpose of funding its obligation under this Plan. No
person entitled to benefits under this Plan shall have any right, title or
claim in or to any specific assets of any Employer, but shall have the
right only as a general creditor of his Employer to receive benefits from
his Employer on the terms and conditions herein provided. Notwithstanding
the foregoing, any obligation of an Employer under this Plan to the
Employee or an other person entitled to payments in respect of the
Participant shall be offset by any payments to the Participant or other
person from any trust or other funding medium established by the Employers
for the purpose of providing benefits of this Plan.
SECTION 6.4. GOVERNING LAW. This Plan shall be construed and
enforced under the laws of the State of Illinois.
4
SECTION 6.5. GENDER AND PLURALS. Wherever used in the plan, words
of the masculine gender shall include both the masculine or feminine
gender, and, unless the context otherwise requires, words in the singular
shall include the plural, and words in the plural shall include the
singular.
ARTICLE 7
AMENDMENT
SECTION 7.1. AMENDMENT. The Company may at any time and from time
to time amend or modify the Plan by written instrument duly adopted by the
board of directors of the Company. Any such amendment or modification
shall become effective on or as of such date as the Company shall determine
and may apply to Participants in the Plan at the effective date thereof as
well as to future Participants, PROVIDED, HOWEVER, that no such amendment
shall adversely affect the rights under the Plan of any person to receive
or be entitled to receive benefits such person has accrued under the Plan
as of the date the amendment is adopted.
SECTION 7.2. TERMINATION OF THE PLAN BY AN EMPLOYER. Any Employer
may at any time terminate its participation in the Plan by resolution
adopted by its board of directors to that effect, PROVIDED, HOWEVER, that
such termination shall not adversely affect the rights under the Plan of
any person to receive or be entitled to receive benefits such person has
accrued under the Plan as of the date the resolution is adopted.
ARTICLE 8
CONTINUANCE BY A SUCCESSOR
In the event that any Employer shall be reorganized by way of merger,
consolidation, transfer of assets or otherwise, so that another corporation
other than an Employer shall succeed to all or substantially all of such
Employer's business, such successor corporation may be substituted for such
Employer under the Plan by adopting the Plan. If, within 90 days following
the effective date of any such reorganization, such successor corporation
shall not have elected to become a party to the Plan, or if the Employer
shall adopt a plan of complete liquidation other than in connection with a
reorganization, the Plan shall be automatically terminated with respect to
Employees of such Employer as of the close of business on the 90th day
following the effective date of such reorganization or as of the close of
business on the date of adoption of such plan of complete liquidation.
5
IN WITNESS WHEREOF, Landauer, Inc. has caused this Plan to be
executed by its duly authorized officers on this 14th day of August, 2002.
LANDAUER, INC.
/s/ Brent A. Latta
------------------------------
Brent A. Latta
President and C. E. O.
Attest:
/s/ Robert J. Cronin
- --------------------------------
Robert J. Cronin
Chairman, Compensation Committee
6