Exhibit 10.13
GRAPHIC PACKAGING
SUPPLEMENTAL RETIREMENT PLAN
(formerly ACX Technologies, Inc. Supplemental Retirement Plan)
(Effective December 28, 1992)
(As Restated Effective January 1, 2000)
GRAPHIC PACKAGING
SUPPLEMENTAL RETIREMENT PLAN
ACX Technologies, Inc., established the Plan, effective as
of December 28, 1992, to provide supplemental retirement benefits
to a select group of management or highly compensated employees
whose benefits under the Retirement Plan were limited by Code
Section 401(a)(17). Effective January 1, 1998, ACX Technologies,
Inc. restated the Plan. The Plan is hereby restated effective
January 1, 2000 in order to merge the excess compensation benefit
of the Universal Packaging Corporation Supplemental Executive
Retirement Plan into the Plan and to reflect the change in name
of ACX Technologies, Inc. to Graphic Packaging International
Corporation. Effective January 1, 2000, no benefits shall be paid
under the terms of the Universal Packaging Corporation
Supplemental Executive Retirement Plan.
The Corporation intends that the Plan shall be an "unfunded"
plan for purposes of the Code and ERISA, and that it shall be a
plan to provide deferred compensation for a select group of
management or highly compensated employees within the meaning of
Title I of ERISA.
ARTICLE I
DEFINITIONS
1.1 Board of Directors shall mean the duly elected and
serving Board of Directors of the Corporation or any duly
authorized committee of that Board.
1.2 Code shall mean the Internal Revenue Code of 1986, as
amended.
1.3 Committee shall mean the persons appointed to administer
the Plan in accordance with Article VII. The Committee shall be
the Plan Administrator.
1.4 Corporation shall mean Graphic Packaging International
Corporation (formerly ACX Technologies, Inc.).
1.5 Effective Date shall mean December 28, 1992. The
Effective Date of this document shall be January 1, 2000.
1.6 Employer shall mean Graphic Packaging International
Corporation (formerly ACX Technologies, Inc.) and any subsidiary
or affiliated company which may be designated an "Employer" by
the Board of Directors of the Corporation for purposes of this
Plan.
1.7 ERISA shall mean the Employee Retirement Income Security
Act of 1974, as amended.
1.8 Participant shall mean an eligible employee of the
Employer who meets the requirements to participate in the Plan in
accordance with the provisions of Article II.
1.9 Plan shall mean the Graphic Packaging Supplemental
Retirement Plan (formerly the ACX Technologies, Inc. Supplemental
Retirement Plan).
1.10 Plan Year shall mean the 12 month period beginning on
January 1 and ending on December 31, except that the first Plan
Year shall be the period commencing December 28, 1992 and ending
December 31, 1993.
1.11 Retirement Plan shall mean the Graphic Packaging
Retirement Plan (formerly the ACX Technologies, Inc. Retirement
Plan).
1.12 UPC Pension Plan shall mean the Universal Packaging
Corporation Pension Plan.
1.13 UPC SERP shall mean the Universal Packaging Corporation
Supplemental Executive Retirement Plan.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Employees Eligible to Participate. Any employee of the
Employer whose accrued normal retirement benefit under the
Retirement Plan is limited by the compensation limitations of
Code Section 401(a)(17) shall participate in this Plan if the
employee falls within a "select group of management or highly
compensated employees" of the Corporation within the meaning of
Title I of ERISA. Effective January 1, 2000, the Corporation
merged the UPC Pension Plan into the Retirement Plan, and merged
the portion of the UPC SERP related to amounts in excess
of the Code Section 401(a)(17) compensation limitations into this
Plan. Following the merger of the portion of the UPC SERP
related to amounts in excess of the Code Section 401(a)(17)
compensation limitations into this Plan, any participant whose
benefit in the UPC Pension Plan was merged into the Retirement
Plan and whose accrued normal retirement benefit under the
Retirement Plan (following the merger of the UPC Pension Plan
into the Retirement Plan) is limited by the compensation
limitations of Code Section 401(a)(17) shall participate in this
Plan for purposes of receiving the excess compensation benefit
payable to the participant. In addition, an employee of the
Employer who is not otherwise a participant under the Plan,
but who satisfies the eligibility requirements set forth in
Section 4 of Appendix 1 shall be a participant for purposes of
Appendix 1.
ARTICLE III
SOURCE OF PAYMENTS
3.1 Amounts Provided by the Employer. Benefits under the
Plan shall constitute general obligations of the Employer in
accordance with the terms of the Plan. No amounts attributable
to benefits under the Plan shall be set aside or held in trust,
and no recipient of any benefit shall have any right to have the
benefit paid out of any particular assets of the Employer. All
amounts payable to any person under the Plan shall be paid from
the general assets of the Employer of the Participant as the
amounts become due and payable.
ARTICLE IV
AMOUNT OF BENEFITS
4.1 Supplemental Retirement Plan Benefits. If the pension
payable to the Participant from the Retirement Plan is limited by
Code Section 401(a)(17), the Participant shall receive a benefit
from the Plan equal to the Participant's accrued normal retire-
ment benefit calculated under the terms of the Retirement Plan
without regard to any limitations under the Code, reduced
by the Participant's accrued normal retirement benefit payable
under the Retirement Plan, and reduced by the Participant's
benefits payable under the Graphic Packaging Excess Benefit Plan
(formerly the ACX Technologies, Inc. Excess Benefit Plan). With
respect to an Electing Eligible Participant pursuant to Appendix
1, the Participant's accrued normal retirement benefit shall
be calculated under the terms of the Retirement Plan using the
increased service and age as provided in Section 6 of Appendix 1
of this Plan, without regard to any limitations under the Code,
reduced by the Participant's accrued normal retirement benefit
payable under the Retirement Plan, and reduced by the
Participant's benefits payable under the Graphic Packaging Excess
Benefit Plan (formerly the ACX Technologies, Inc. Excess Benefit
Plan).
ARTICLE V
PAYMENT OF BENEFITS
5.1 Payment of Supplemental Retirement Plan Benefits.
Payment of any Participant's Plan benefit calculated under
Section 4.1 shall be made at the same time and in the same manner
as the Participant's benefit under the Retirement Plan. Any
actuarial adjustment to the Participant's benefit under the Plan
shall be on the same basis as actuarial adjustments on the
Participant's Retirement Plan benefit.
ARTICLE VI
DEATH BENEFITS
6.1 Death Benefits. If any death benefit payable under the
Retirement Plan prior to commencement of the Participant's
benefits under the Retirement Plan is limited due to Code
Section 401(a)(17) limitations, the amount by which the death
benefit payable under the Retirement Plan is so limited shall be
payable under the Plan at the same time and in the same manner
as the death benefit payable under the Retirement Plan.
ARTICLE VII
ADMINISTRATION
7.1 Appointment of Committee. The Plan shall be
administered by a Committee, which, unless otherwise determined
by the Board of Directors, shall be the Board of Directors. The
membership of the Committee may be reduced, changed, or increased
from time to time at the absolute discretion of the Board of
Directors.
7.2 Committee Powers and Duties. The Committee shall
administer the Plan and shall have all powers necessary for that
purpose, including, but not by way of limitation, the full
discretion, authority, and power to interpret the Plan, to
determine the eligibility, status, and rights of all persons
under the Plan and in general to decide any dispute. The
Committee or its delegee shall maintain all records of the Plan.
The Committee's specific powers shall include, but not by way of
limitation, the following:
(a) To determine the amounts and the rights of Participants
and beneficiaries to Plan benefits; to take any actions
necessary to assure timely payment of benefits to any
Participant or beneficiary eligible to receive benefits
under the Plan; and to assure a full and fair review
for any Participant who is denied a claim to any
benefit under the Plan;
(b) To employ other persons to render advice and assistance
with respect to the Plan, including calculation of
benefits and administration of the Plan, and the
employment of legal counsel;
(c) To file with the Secretary of Labor, herein referred to
as the "Secretary," all pertinent documents;
(d) To maintain all records necessary for verification of
information required to be filed with the Secretary;
(e) To comply with all duties required by ERISA, or any
other applicable law, in the administration of the
Plan;
(f) In the event of the termination of the Plan, to report
to all necessary parties all available information
regarding benefits and amounts to be distributed to
each Participant and beneficiary; and
(g) To operate and administer the Plan with respect to all
matters.
7.3 Organization of Committee. The Committee shall adopt any
rules it deems desirable for the conduct of its affairs and for
the administration of the Plan. It may appoint agents (who need
not be members of the Committee) to whom it may delegate such
powers as it deems appropriate, except that any dispute shall be
determined by the Committee. The Committee may make its
determinations with or without meetings. It may authorize one or
more of its members or agents to sign instructions, notices and
determinations on its behalf. The action of a majority of the
Committee shall constitute the action of the Committee.
7.4 Indemnification. The Committee and all of the other
agents and representatives of the Committee shall be indemnified
and saved harmless by the Corporation against any claims, and the
expenses of defending against such claims, resulting from any
action or conduct relating to the administration of the Plan,
except claims judicially determined to be attributable to gross
negligence or willful misconduct.
7.5 Agent for Process. The Committee shall be agent of the
Plan for service of all process.
7.6 Determination of Committee Final. The decisions made by
the Committee shall be final and conclusive on all persons.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Governing Law. The Plan shall be construed in
accordance with and governed by the laws of the State of Colorado
to the extent not pre-empted by ERISA.
8.2 Termination of Plan. The Corporation expects to continue
this Plan indefinitely, but the Board of Directors (or other body
authorized by the Board) may, by resolution, terminate this Plan
at any time, except that the Corporation shall not terminate this
Plan solely for the purpose of accelerating the distribution of
benefits to its employees. Any termination of the Plan shall be
effective on the date specified in the Board of Directors'
resolution and shall include the provisions and have the effect
that the Board of Directors, in its sole discretion, deems
desirable.
8.3 Amendment by Corporation. The Corporation may amend
this Plan at any time and from time to time, by resolution
adopted by the Board of Directors and a written document signed
by an officer of the Corporation authorized by the Board of
Directors. Any amendment shall be effective on the date
specified in the Board of Directors resolution and shall include
the provisions and have the effect that the Board of Directors,
in its sole discretion, deems desirable.
8.4 Funding of Benefits - No Fiduciary Relationship. All
benefits payable under this Plan shall be distributed as they
become due and payable out of the Employer's general assets.
Nothing contained in this Plan shall be deemed to create any
fiduciary relationship between the Employers and the
Participants. The Plan constitutes a mere promise by the
Employers to make benefit payments in the future. To the extent
that any person acquires a right to receive benefits under this
Plan, such right shall be no greater than the right of any
unsecured general creditor of the Employers.
8.5 No Guarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the
Employer and any employee, or as a right of any employee to be
continued in the employment of the Employer, or as a limitation
of the right of the Employer to discharge any of its employees,
with or without cause.
8.6 Nonalienation of Benefits. To the extent permitted by
law, benefits payable under this Plan shall not, without
Committee consent, be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary. Any unauthorized attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable
hereunder shall be void. No part of the assets of the Employer
shall be subject to seizure by legal process resulting from any
attempt by creditors of or claimants against any Participant (or
beneficiary), or any person claiming under or through the
foregoing, to attach his interest under the Plan.
8.7 Liability. No member of the Board of Directors, or of
the Committee shall be liable for any act or action, whether of
commission or omission, taken by any other member, or by any
officer, agent, or employee of the Employer or of any such body,
nor, except in circumstances involving his bad faith, for
anything done or omitted to be done by himself.
8.8 Claims Procedure. All applications and claims for
benefits shall be filed in writing with the Committee by the
Participant, the Participant's beneficiary, or the authorized
representative of the claimant, by completing the procedures
required by the Committee. The procedures shall be reasonable
and may include the completion of forms and the submission of
documents and additional information.
The Committee shall review all applications and claims for
benefits and shall decide whether to approve or deny the claim in
whole or in part. If a claim is denied in whole or in part, the
Committee shall furnish written notice of denial to the claimant
within 90 days after the Plan Administrator receives the claim,
unless special circumstances require an extension of time for
processing the claim. If an extension is required, the Plan
Administrator shall notify the claimant in writing before the end
of the initial 90 day period. The extension shall not exceed an
additional 90 days. The notice of denial shall be written in a
manner calculated to be understood by the claimant and shall
include the following:
(a) specific reasons for the denial;
(b) specific references to pertinent Plan provisions;
(c) a description of any additional material or information
necessary for the claimant to perfect his claim and an
explanation of why such information is necessary; and
(d) appropriate information as to the steps the claimant
should take if he wishes to submit the denied claim for
review.
If the claimant wishes a review of the denied claim, the
claimant shall notify the Committee in writing within 60 days.
The claimant may review pertinent documents and may submit issues
or comments to the Committee in writing. If the claimant wishes
a hearing, the claimant must include a request for a hearing in
the notice to the Committee. The claimant may furnish the
Committee with a written statement of the claimant's position.
All reviews of denied claims shall be conducted by the
Appeals Committee, which shall consist of five members (not
including the chairman). All members, including the chairman,
shall be appointed by the Corporation's General Counsel.
Individuals selected to serve on the Appeals Committee shall have
knowledge of the Plan, of financial matters, and other matters
necessary to construe and interpret the Plan. The Chairman and
members of the Appeals Committee shall serve two year terms
except that three members appointed to the initial Appeals
Committee shall serve a one-year term. The Chairman of the
Appeals Committee shall neither vote nor participate in the
determination of an appeal. However, the chairman shall respond
to questions raised by the other members of the Appeals Committee
and shall provide such information about the Plan as requested by
the other members of the Appeals Committee. If at least three
voting members are present at a meeting they shall constitute a
quorum. If four voting members are present and their vote is a
tie, the matter shall be reconsidered at the next meeting of the
Appeals Committee. The Appeals Committee shall adopt such rules
and procedures as it determines to be necessary or appropriate
for the conduct of its affairs. The Appeals Committee may
appoint agents (who need not be members of the Appeals Committee)
to whom it may delegate such powers as it deems appropriate,
provided that all claims presented to the Appeals Committee shall
be decided by the Appeals Committee. It may authorize one or
more of its members or agents to sign instructions, notices and
determinations on its behalf. The action of a majority of the
voting members of the Appeals Committee shall constitute the
action of the Appeals Committee. The Corporation shall indemnify
any member of the Appeals Committee and any employee of the
Corporation who acts on behalf of and at the request of the
Committee or the Appeals Committee against any and all
liabilities and reasonable expenses incurred in connection with
any claim, action, suit or proceeding which is or may be asserted
against the member or employee for acts within the scope of the
member's or employee's duties in such capacity to the extent
provided in the Corporation's Bylaws.
The Committee shall forward all requests for review of a
denied claim, together with all associated documents to the
chairman of the Appeals Committee promptly after receipt. The
Appeals Committee shall make a decision on review within 60 days
after the Committee receives the claimant's written request for
review unless special circumstances, such as the claimant's
request for a hearing, require additional time for review of the
claim. If the Appeals Committee needs an extension of time to
review the claim, it shall notify the claimant in writing before
the end of the initial 60 day period. The extension shall not be
longer than an additional 60 days. The Appeals Committee shall
give the claimant written notice of its decision, written in a
manner calculated to be understood by the claimant and shall
include specific reasons for the decision as well as specific
references to the pertinent plan provisions on which the decision
is based. If the Appeals Committee does not make a decision
within the time periods specified above, the claim shall be
deemed denied.
The Plan Administrator and the Appeals Committee shall have
full discretionary authority to consider claims filed under the
Plan and to determine eligibility, status and rights of all
individuals under the Plan and to construe any and all terms of
the Plan.
If, after the completion of the claims procedure set forth
in the preceding paragraphs, the claimant wishes to further
pursue the claim, the claim shall be submitted to, and determined
through, binding arbitration in the metropolitan area in which
the claimant's work place is located in accordance with the
employment arbitration procedures of the American Arbitration
Association ("AAA") existing at the time the arbitration is
conducted, before a single arbitrator chosen in accordance with
AAA procedures. The decision of the arbitrator shall be
enforceable as a court judgment.
8.9 Disposition of Unclaimed Distributions. Each
Participant must file with the Corporation from time to time in
writing the Participant's address and each change of address.
Any communication, statement or notice addressed to a Participant
at the Participant's last address filed with the Corporation, or
if no address is filed with the Corporation, then at the last
address as shown on the Corporation's records, will be binding on
the Participant and his spouse for all purposes of the Plan. The
Corporation shall not be required to search for or locate a
Participant or the Participant's beneficiary.
8.10 Distributions Due Minors or Incompetents. If any person
entitled to a distribution under the Plan is a minor, or if the
Committee determines that any such person is incompetent by
reason of physical or mental disability, whether or not legally
adjudicated an incompetent, the Committee shall have the power to
cause the distributions becoming due to such person to be made to
another for the person's benefit, without responsibility of the
Committee to see to the application of such distributions.
Distributions made pursuant to such power shall operate as a
complete discharge of the Corporation and the Committee.
IN WITNESS WHEREOF, this Plan has been executed this ____
day of ___________, 2001.
GRAPHIC PACKAGING INTERNATIONAL
CORPORATION
Plan Sponsor
By:______________________________
Title:___________________________
Date:____________________________
APPENDIX 1
PROVISIONS REGARDING SPECIAL
VOLUNTARY EARLY RETIREMENT
PROGRAM FOR CERTAIN PARTICIPANTS
1. Definitions. This Appendix 1 is a part of the Plan, and
all terms bearing initial capital letters shall be defined
as set forth in the Plan, except as otherwise defined in
this Appendix 1. The following terms should have the
meaning set forth below:
(a) "Benefit Service" shall have the meaning set forth in
the Retirement Plan.
(b) "Full-Time Employee" shall have the meaning set forth
in the Retirement Plan.
(c) "Retirement Plan" shall mean the Graphic Packaging
Retirement Plan.
(d) "Vesting Service" shall have the meaning set forth in
the Retirement Plan.
2. Effective Date. The provisions of this Appendix 1 shall be
effective as of December 4, 2000.
3. Purpose. This Appendix 1 to the Plan sets forth special
provisions of the Plan which will apply to certain Partici-
pants under the Plan, as set forth below.
4. Eligibility. A participant will be an "Eligible
Participant" if he or she meets the requirements set forth
in (a) through (e) below. An Eligible Participant shall be
eligible, upon retirement, to receive the benefits
described in this Appendix 1.
(a) The participant receives written notice from the
Employer prior to May 1, 2001 that he or she is
eligible for benefits under this Appendix 1 (the
"Special Notice"), and the participant is a Full-Time
Employee on the date he or she receives the Special
Notice;
(b) He or she is a participant in the Retirement Plan on
December 31, 2000;
(c) He or she is age 50 or older on December 31, 2000, is
credited with five years of Benefit Service as of
December 31, 2000, and is a "highly compensated
employee" within the meaning of Code 414(q) on
December 31, 2000;
(d) He or she retires from the service of the Employer
on a date specified by the Employer (the "Special
Retirement Date"); and
(e) The participant complies with the requirements, in-
cluding the waiver requirement, set forth in Section
5 below.
5. Notification. In order to receive the benefits provided
pursuant to this Appendix 1, an Eligible Participant
described in Section 4 of this Appendix 1 must submit
written notification of the Eligible Participant's intent
to retire on his Special Retirement Date with a termina-
tion date one day prior to the Special Retirement Date.
The written notification mentioned in the previous
sentence must include a signed release and must be
received by the Human Resources Department, Graphic
Packaging International Corporation, by mail or hand
delivery within the period commencing on the date the
Eligible Participant receives his or her Special Notice
and ending at 4:30 p.m. on the 45th day thereafter. An
affirmative written notification received by 4:30 p.m.
on the 45th day after such Eligible Participant receives
his or her Special Notice may be revoked not later than
4:30 p.m. on the seventh day following the day on which
such notification (including a signed release) is so
received, after which time such notification shall be
irrevocable. The form of written notification and release
and the form of its revocation shall be specified by the
Plan Administrator. An Eligible Participant described in
Section 4 of this Appendix 1 who has provided and not
revoked such written notification as determined above in
this Section is hereinafter referred to as an "Electing
Eligible Participant."
6. Benefits.
An Electing Eligible Participant who retires pursuant
to Sections 4 and 5 of this Appendix 1 shall:
(a) receive an additional five years of Vesting Service
and Benefit Service for all purposes under the
Retirement Plan.
(b) be treated as being 5 years older than he or she is
on his or her Special Retirement Date for all
purposes under the Retirement Plan.
The enhanced pension benefit under the Retirement Plan
which results from the benefits described in (a) and (b)
above shall be paid under this Plan and not under the
Retirement Plan.
7. Time and Form of Payment. Except as otherwise provided
under this Appendix 1, the provisions of the Plan relating
to time and form of payment shall apply to the benefits
provided pursuant to this Appendix 1.
8. No Duplication of Benefits. The benefits paid under this
Appendix 1 shall be reduced by any amounts paid as pay or
benefits to an Electing Eligible Employee under the Worker
Adjustment and Retraining Notification Act or any other
mass layoff or plant closing law.
9. Administration. As a part of the Plan, the provisions of
this Appendix 1 shall be administered in accordance with
the terms of the Plan.