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Exhibit 10(f)
P.H. GLATFELTER COMPANY
SUPPLEMENTAL MANAGEMENT PENSION PLAN
(formerly the Plan of Supplemental Retirement Benefits
for the Management Committee)
INTRODUCTION
The P.H. Glatfelter Company ("the Company") hereby establishes,
effective as of April 23, 1998, the P.H. Glatfelter Company Supplemental
Management Pension Plan (the "Plan") to provide certain supplemental retirement
benefits to management employees of the Company who do not participate in the
Company's Supplemental Executive Retirement Plan (the "SERP"), which was amended
and restated in its entirety effective as of April 23, 1998. This Plan replaces
the Plan of Supplemental Retirement Benefits for the Management Committee.
The Plan consists of two benefits. The first benefit is the
"Management Incentive Plan Adjustment Supplement" as contemplated by Section 8
of the Company's Management Incentive Plan adopted as of January 1, 1994 and
amended and restated effective December 18, 1997. This benefit is intended to
supplement the basic monthly retirement pension payable under the tax-qualified
P.H. Glatfelter Company Retirement Plan for Salaried Employees (the "Retirement
Plan"), to compensate for the fact that incentive awards under the Management
Incentive Plan which a management employee elects to defer in accordance
therewith are not included as part of his compensation taken into account in
determining his Retirement Plan benefit.
The second benefit is a 3-year Early Retirement Supplement which may
be provided to certain management employees who elect to retire early, and who
are not eligible to receive the Final Average Compensation Pension under the
SERP.
The Plan will be administered by the Employee Benefits Committee of
the Company's Board of Directors (the "Committee"), except for the
determinations contemplated by Section 3 of this Plan, which shall be made the
Compensation Committee of the Company's Board of Directors (the "Compensation
Committee").
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It is intended that the Plan will satisfy the requirements of an
unfunded "top hat" deferred compensation plan as described in sections 201(2),
301(a)(3) and 401(a)(1) of ERISA. Consequently, participation shall be limited
to individuals who, in the determination of the Committee, are management
employees or who are highly compensated employees for purposes of the foregoing
provisions of ERISA.
The Company therefore adopts the following Supplemental Management
Pension Plan effective as of April 23, 1998:
1. Management Incentive Plan Adjustment Supplement
(a) Subject to the following sentence and Section 3, each management
employee of the Company or The Glatfelter Pulp Wood Company who is a participant
in the Company's Management Incentive Plan, as adopted as of January 1, 1994 and
amended and restated December 18, 1997, or any successor (the "MIP"), shall be
eligible to receive the Management Incentive Plan (MIP) Adjustment Supplement in
accordance with this Section 1. Notwithstanding the foregoing, no management
employee shall be eligible for the MIP Adjustment Supplement who is also a
participant in the P.H. Glatfelter Company Supplemental Executive Retirement
Plan, as amended and restated April 23, 1998 (the "SERP").
(b) The Company (or The Glatfelter Pulp Wood Company with respect to
employees thereof) will supplement the basic monthly retirement pension payable
under the P.H. Glatfelter Company Retirement Plan for Salaried Employees (the
"Retirement Plan") with respect to an eligible management employee who retires
or terminates employment with the Company and all affiliates with an early,
normal, late, or deferred vested retirement pension ("Retirement Pension") from
the Retirement Plan (a "Participant" or "Management Participant"). Subject to
subsection (c) in the case of a Participant who terminates employment with a
deferred vested Retirement Pension, the amount of the Supplement shall be equal
to the difference, if any, between the basic monthly Retirement Pension payable
with respect to him under the Retirement Plan and the basic monthly Retirement
Pension which would have been payable under the Retirement Plan if the
Participant's compensation or earnings taken into account
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in determining his Retirement Pension had not been reduced by incentive awards
under the MIP, or any successor, which were deferred at his election in
accordance with paragraph 7(a) of the MIP, or any similar successor provision or
plan.
(c) In the case of a Participant who terminates employment with the
Company and all affiliates on or after April 23, 1998 entitled to a deferred
vested pension benefit from the Retirement Plan (but not an early, normal or
late retirement pension), there shall not be taken into account in determining
the amount of his MIP Adjustment Supplement any incentive awards earned with
respect to service on or after January 1, 1999 which are deferred at his
election in accordance with the MIP or any similar successor plan.
(d) The MIP Adjustment Supplement shall be paid, beginning at the same
time and over the same period as the payment of benefits to the Participant from
the Retirement Plan, as elected by the Participant with respect to the
Retirement Plan. If the Participant's Retirement Pension is paid other than in
the form of a single life annuity payable beginning at normal retirement date
(each as provided under the terms of the Retirement Plan), the amount of the MIP
Adjustment Supplement will be paid in the same form, adjusted in accordance with
the actuarial assumptions used under the Retirement Plan to calculate actuarial
equivalences or the reduction factors for early commencement, as applicable,
with respect to the Participant's Retirement Pension.
(e) In the event that a management employee eligible for the MIP
Adjustment Supplement should be selected to participate in the SERP, no MIP
Adjustment Supplement shall be paid to him and his supplemental deferred
compensation benefits shall be paid exclusively from the SERP.
2. Early Retirement Supplement.
(a) Subject to the following sentence and Section 3, (1) each employee
eligible to participate, as of April 23, 1998, with respect to the Early
Retirement Supplement under the Plan of Supplemental Retirement Benefits for the
Management Committee and (2) each other management employee who is assigned, as
of April 23, 1998 or thereafter, to the Global Profit Center or the U.S.
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Corporate Profit Center of the Company, in accordance with the procedures
described in the MIP (a "Participant" or "Early Retirement Participant") shall
be eligible to receive the Early Retirement Supplement in accordance with this
Section 2. Notwithstanding the foregoing, no employee shall be eligible for the
Early Retirement Supplement if he is also eligible for the Final Average
Compensation Pension described in Article V of the SERP, or similar successor
provision.
(b) The Company will pay a monthly Early Retirement Supplement to an
Early Retirement Participant who retires from employment with the Company and
all affiliates on or after age 55 but prior to his normal retirement date under
the Retirement Plan ("Normal Retirement Date"), and who elects, under rules as
may be prescribed by the Committee, to defer commencement of his monthly pension
benefit under the Retirement Plan to the earlier of the first day of the
thirty-sixth month following his retirement or his Normal Retirement Date (the
"Deferred Commencement Date").
(c) The amount of the monthly Early Retirement Supplement shall equal:
(1) if the Early Retirement Participant is not eligible for the
Restoration Pension described in Article IV of the SERP, or similar successor
provision ("Restoration Pension"), the monthly pension amount to which he would
be entitled under the Retirement Plan beginning on the Deferred Commencement
Date; or
(2) if the Early Retirement Participant is eligible for the
Restoration Pension under the SERP, the sum of the monthly pension amounts to
which he would be entitled under the Retirement Plan and the Restoration Pension
beginning on the Deferred Commencement Date; if his pension or pensions as
aforesaid were paid in the form of a single life annuity in accordance with the
terms of the Retirement Plan.
(d) Payment of the Early Retirement Supplement shall begin on the
first day of the month coincident with or next following the Participant's early
retirement and shall terminate on the day ("Termination Date") which is the
earlier of the first day of the month preceding his Normal Retirement Date or
the date of the thirty-sixth monthly payment of this Supplement. If the
Participant dies before the Termination Date, payments shall cease, unless he is
legally married on the date his Early Retirement
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Supplement began to be paid and he is survived by such spouse. In that event,
such surviving spouse will receive monthly payments in the amount described in
the following sentence, beginning as of the month following the month in which
the Participant's death occurred and ending as of the first to occur of (i) the
first day of the calendar month in which the spouse dies, or (ii) the
Termination Date. The amount of the monthly payments to the surviving spouse
shall be equal to the monthly amount that would be payable to her following the
Participant's death if the Early Retirement Supplement were determined under
subsection (c) based on the Participant's Retirement Pension and (if applicable)
Restoration Pension payable in the form of a joint and 50%, 66 , 75% or 100%
surviving spouse's annuity under the terms of the Retirement Plan, as elected by
the Participant with respect to his benefit from the Retirement Plan (or if the
Participant has made no such election, as a joint and 100% surviving spouse's
annuity).
(e) Notwithstanding the foregoing, if any Early Retirement Participant
or his surviving spouse elects to have monthly benefit payments under the
Retirement Plan begin before the Termination Date, all payments under the Early
Retirement Supplement shall cease as of the first day of the month preceding the
month in which such benefit payments begin.
3. Forfeiture of Benefit.
(a) Notwithstanding any provision to the contrary herein, if a
Participant who is receiving, or may be entitled to receive, the MIP Adjustment
Supplement and/or the Early Retirement Supplement should, without the prior
consent of the Compensation Committee or its delegate, (1) become an employee,
officer or a director of a competitor of the Company, or (2) use or disclose
Confidential Information (except as required in the performance of the
Participant's duties with the Company), then payments thereafter payable
hereunder to such Participant or such Participant's beneficiary will be
forfeited and neither the Company nor the Plan will have any further obligation
hereunder to such Participant or his beneficiary. The Compensation Committee (or
its delegate) in its sole and absolute discretion shall determine if another
entity or person is a "competitor" for purposes of this subsection, or
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if a Participant has used or disclosed Confidential Information which would
cause the forfeiture of his benefit.
(b) For purposes of the foregoing, "Confidential Information" means
information which is not generally known to the public, which is used,
developed, or obtained by the Company (or its affiliates) relating to its
business and the businesses of its clients or customers including, without
limitation: products or services; fees, costs and pricing structures; marketing
information; advertising and pricing strategies; analyses and reports; computer
software including operating systems, applications and program listings; flow
charts; manuals and documentation; databases; accounting and business methods;
inventions and new developments and methods, whether patentable or unpatentable
and whether or not reduced to practice; all copyrightable works; the Company's
existing and prospective clients and customers and their confidential
information; existing and prospective client and customer lists and other data
related thereto; billing and payment records; and all similar and related
information in whatever form.
4. Source of Funds. This Plan shall be unfunded, and payment of benefits
hereunder shall be made from the general assets of the Company or The Glatfelter
Pulp Wood Company, as applicable, who employs the Participant (the "Employing
Company"). Any such asset which may be set aside, earmarked or identified as
being intended for the provision of benefits hereunder shall remain an asset of
the Employing Company and shall be subject to the claims of its general
creditors. Each Participant entitled to benefits under this Plan shall be a
general creditor of the Employing Company to the extent of the value of his
benefit accrued hereunder, but he shall have no right, title, or interest in any
specific asset that the Employing Company may set aside or designate as intended
to be applied to the payment of benefits under this Plan.
5. Amendment and Termination. The Company reserves the right to amend
this Plan at any time and from time to time in any fashion, and to terminate it
at will; provided, however, that no such amendment or termination shall, with
respect to any Participant who has satisfied the eligibility
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requirements for the MIP Adjustment Supplement and/or Early Retirement
Supplement, as applicable, as of the date of such amendment or termination,
reduce or eliminate such benefit to the extent accrued based on the
Participant's compensation and/or service determined as of the date of amendment
or termination, subject to the terms and conditions set forth herein.
6. Nonalienation of Benefits. Except as hereinafter provided with respect
to marital disputes, none of the benefits or rights of a Management Participant
or Early Retirement Participant, or any beneficiary thereof, shall be subject to
the claim of any creditor, and in particular, to the fullest extent permitted by
law, all such benefits and rights shall be free from attachment, garnishment or
any other legal or equitable process available to any creditor of the
Participant or beneficiary thereof. Neither the Participant nor his beneficiary
shall have the right to alienate, anticipate, commute, pledge, encumber, or
assign any of the benefits or payments which either of them may expect to
receive, contingently or otherwise, under this Plan. In cases of marital
dispute, the Company will observe the terms of the Plan unless and until ordered
to do otherwise by a state or Federal court. As a condition of participation,
each employee agrees to hold the Company and his employing company, if
different, harmless from any claim that may arise out of the Company's
compliance with an order of any state or Federal court, whether such order
effects a judgment of such court or is issued to enforce a judgment or order of
another court.
7. Administration.
(a) This Plan shall be administered by the Committee, which shall be
responsible for the construction and interpretation of the Plan and
establishment of the rules and regulations governing Plan administration, under
the policy guidance of the Company's Board of Directors.
(b) In addition to the duties and powers described elsewhere
hereunder, the Committee shall have the following specific duties and powers:
(1) to retain such consultants, accountants, attorneys and
actuaries as may be deemed necessary or desirable to render statements, reports,
and advice with respect to the Plan and to assist the Committee in complying
with all applicable rules and regulations affecting the Plan; any consultants,
accountants, attorneys and actuaries may be the same as those retained by the
Company;
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(2) to decide all questions of eligibility for benefits under
the Plan, to determine the amount, manner and time of payment of any benefits
hereunder, to authorize the payment of benefits, and to resolve all questions or
disputes regarding claims for benefits, including appeals under this Article.
(3) to delegate such duties and powers as the Committee shall
determine from time to time to any person or persons. To the extent of any such
delegation, the delegate shall have the duties, powers, authority and discretion
of the Committee.
All determinations made by the Committee pursuant to this Article
shall be conclusive and binding on all parties entitled to or claiming benefits
hereunder. The Committee shall have sole discretion in carrying out its
responsibilities.
The expenses incurred by the Committee in connection with the
operation of the Plan, including, but not limited to, the expenses incurred by
reason of the engagement of professional assistants and consultants, shall be
paid by the Company and shall not affect the Participants' right to or amount of
benefits.
(c) the Committee shall keep or cause to be kept records of all
proceedings and actions, and shall maintain all such books of account, records,
and other data as shall be necessary for the proper administrator of the Plan.
(d) (1) If the Participant or the Participant's beneficiary
(hereinafter referred to as the "Claimant") is denied all or a portion of any
expected benefit under this Plan for any reason, he may file a claim with the
Committee. The Committee shall notify the Claimant within ninety (90) days of
receipt of the claim of allowance or denial of the claim, unless the claimant
receives written notice from the Committee prior to the end of the 90-day period
stating the special circumstances requiring an extension of time for decision
and the date by which a final decision shall be made. If a decision is not
provided within 90 days, the claim is deemed denied, and the Claimant may
proceed to request a review of the claim as described in paragraph (2) below.
The notice of a denial of benefits shall be in writing, sent by mail to
Claimant's last known address, and shall contain the following information: the
specific reasons
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for the denial; specific reference to pertinent provisions of the Plan on which
the denial is based; if applicable, a description of any additional information
or material necessary to perfect the claim and an explanation of why such
information or material is necessary; and explanation of the review procedure.
(2) A Claimant is entitled to request a review of any denial of his
claim by the Committee. The request for review must be submitted to the
Committee in writing within sixty days of mailing and notice of the denial.
Absent a request for review within the sixty day period, the claim will be
deemed to be conclusively denied.
(3) The Claimant or his representative shall be entitled to review all
pertinent documents and to submit issues and comments in writing. The Committee
in its sole discretion may afford the Claimant a hearing. The Committee shall
render a review decision in writing within sixty days after receipt of a request
for a review, provided that, in special circumstances (such as to hold a
hearing) the Committee may extend the time for decision by not more than sixty
days upon written notice to the Claimant. The Claimant shall receive written
notice of the Committee's decision, which shall contain specific reasons for the
decision with reference to the pertinent provisions of the Plan.
(4) The filing of litigation against the Company the Committee or any
of its agents concerning the granting or denial of Plan benefits will be deemed
a waiver of all rights under the Plan.
7. No Contract of Employment. Nothing contained herein shall be
construed as conferring upon any person the right to be employed or continue in
the employ of the Company or any affiliate company.
8. Applicable Law. This Plan shall be construed under the laws of the
Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the P.H. Glatfelter Company has caused this Plan
to be executed this 15th day of May, 1998.
ATTEST: P.H. GLATFELTER COMPANY
/s/ Robert S. Wood By: /s/ Robert P. Newcomer
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[Corporate Seal]
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