BANTA CORPORATION
SUPPLEMENTAL RETIREMENT PLAN FOR KEY EMPLOYEES
As Amended and Restated Effective July 1, 1995
BANTA CORPORATION
SUPPLEMENTAL RETIREMENT PLAN FOR KEY EMPLOYEES
1. Purpose of the Plan
The purpose of this Banta Corporation Supplemental Retirement
Plan for Key Employees (hereinafter referred to as the "Supplemental
Plan") is to provide retirement income to Eligible Employees. It is
intended that the benefits provided hereunder, together with benefits paid
under the tax-qualified pension plans maintained by the Employers, will
provide Eligible Employees with total retirement benefits consistent with
current trends in retirement pay planning, and thus better enable the
Employers to attract and retain the key management personnel upon whose
efforts the continued successful and profitable operation of their
businesses depend.
2. Effective Date
The Supplemental Plan became effective as of January 1, 1980.
3. Definitions
The following terms used herein shall have the same meanings as
the similar terms defined by the Banta Corporation Salaried Employees
Pension Plan (hereinafter referred to as the "Retirement Plan"):
(a) Average Monthly Compensation
(b) Compensation
(c) Corporation
(d) Disability
(e) Employers
(f) Normal Retirement Date
The term "Committee" shall have the same meaning as the term
"Administrative Committee" in the Retirement Plan. Notwithstanding the
foregoing, for purposes of this Supplemental Plan, "Compensation" and
"Average Monthly Compensation" for any period (1) shall be deemed to
include any amounts not otherwise included therein or taken into account
in the calculation thereof which the Eligible Employee would have received
for such period but for his election to defer such amount pursuant to the
Banta Corporation 1985 Deferred Compensation Plan and/or the Banta
Corporation 1988 Deferred Compensation Plan, and (2) shall be calculated
without regard to the limitations imposed by Section 401(a)(17) of the
Internal Revenue Code of 1986 on the amount of compensation that may be
taken into account by plans qualifying under such Section.
The following terms shall have the meanings set forth below:
"Qualified Plan Benefits" means an Eligible Employee's
aggregate benefits accrued under the terms of the
Retirement Plan (or any successor to such Plan) and any
other tax-qualified defined benefit pension plan to which
an Employer contributes, stated as a benefit payable in the
form of a single life annuity commencing on his Normal
Retirement Date.
"Eligible Employee" means an employee of an Employer who:
(i) is the president of an Employer, or is in compensation
grade 23 or above under the corporate compensation program
in effect as of January 1, 1984 (or the comparable
compensation grade under any modified or successor program,
as determined by the Committee); (ii) has been approved for
participation in this Supplemental Plan by the Executive
Committee of the Board of Directors of the Corporation; and
(iii) has entered into an agreement with the Corporation
calling for his participation herein.
"Credited Service" means the Eligible Employee's years and
fractional portions thereof of Credited Service accumulated
under the terms of the Retirement Plan plus, for an
Eligible Employee whose employment is terminated on account
of a Disability, the period of such Disability prior to his
Normal Retirement Date which is not counted as Credited
Service under the Retirement Plan, if any.
"Eligibility Date" means the date on which the employee
first enters compensation grade 23 or above or becomes the
president of an Employer.
4. Administration
The Supplemental Plan shall be administered by the Committee.
The Committee shall have the discretionary authority to construe and
interpret the terms of the Supplemental Plan, to promulgate and revise
rules and regulations relating to the Supplemental Plan and to make any
other determinations which it deems necessary or advisable for the
administration thereof. Decisions and determinations by the Committee
shall be final and binding on all parties, unless arbitrary and
capricious.
5. Amount of Supplemental Retirement Benefits
An eligible Employee's monthly benefits under this Supplemental
Plan shall be equal to the sum of (i) and (ii) below, less (iii) below,
determined as of the date his first monthly benefit payment is paid under
the terms of the Retirement Plan:
(i) 2.5% of the Eligible Employee's Average
Monthly Compensation multiplied by his years
of Credited Service, to a maximum of 10
years; plus
(ii) 1.5% of his Average Monthly Compensation
multiplied by his years of Credited Service
in excess of 10 years to a maximum of 25
such years; minus
(iii) the amount of his Qualified Plan Benefits.
6. Eligibility For and Form and Timing of Benefits
(a) Except for the benefits described in subparagraphs (c) and
(d) of this Paragraph, no benefits shall be payable under this Plan on
account of an Eligible Employee, unless:
(i) Such Eligible Employee or his spouse becomes
entitled to benefits under the Retirement
Plan; and
(ii) In the case of an Eligible Employee approved
for participation herein on or after January
1, 1984, he shall have met one of the
following requirements as of the date his
employment terminates:
(A) Completion of 10 years of continuous
service after his Eligibility Date;
(B) Completion of 5 years of continuous
service after his Eligibility Date and
attainment of age 57;
(C) Attainment of age 65; or
(D) Death while employed with the Employers.
(b) The benefits computed under Paragraph 5 shall be paid to
the Eligible Employee (and/or his spouse or other contingent annuitant or
beneficiary) at such times and in such form and amounts as if such
benefits were accrued under the Retirement Plan (including reductions for
early commencement and form of benefits under said Retirement Plan).
Elections made under the Retirement Plan as to the form and timing of
benefit payments shall also apply to benefits under this Supplemental
Plan.
(c) In the event of the death of an Eligible Employee while
actively employed by an Employer or during a period of Disability counted
as Credited Service hereunder, but prior to the date on which his spouse
would be eligible to receive any benefits under the Retirement Plan, his
surviving spouse, if any, shall be entitled to monthly benefits for life
under this Supplemental Plan equal to one-half of the amount determined
under Paragraph 5 above, provided that clause (iii) thereof shall not
apply. Such benefits shall be calculated as of the date of the Eligible
Employee's death and shall commence as of the first day of the following
month.
(d) If an Eligible Employee's employment is terminated on
account of a Disability and either (i) such Disability continues to his
Normal Retirement Date, or (ii) at the cessation of such Disability such
Eligible Employee has accumulated at least 10 years of Credited Service,
then such Eligible Employee shall be entitled to benefits hereunder
commencing on his Normal Retirement Date. The amount of such benefits
shall be the amount calculated under Paragraph 5 above, provided that
clause (iii) thereof shall apply only if and to the extent the Eligible
Employee is entitled to receive Qualified Plan Benefits. Such benefits
shall be paid as provided in subparagraph (b) of this Paragraph.
7. Effect of Change in Employment Status
In the event an Eligible Employee (who is approved for
participation herein on or after January 1, 1984) is transferred to a
position with the Employer in which he is not an Eligible Employee as
defined herein, such former Eligible Employer shall be entitled to
benefits hereunder if at the time of his actual termination of employment
with the Employers he has satisfied the conditions of Paragraph 6(a), (c)
or (d). The amount of such benefits shall be calculated under Paragraph 5
on the basis of his Average Monthly Compensation and Credited Service as
of the date such transfer occurred, reduced by the amount of his Qualified
Plan Benefit calculated as of that date but adjusted for any increase in
Qualified Plan Benefits resulting from subsequent amendments to the
Retirement Plan.
8. Nature of Benefit
Eligible Employees who are entitled to benefits hereunder have
the status of general unsecured creditors of the Employers. The
Supplemental Plan constitutes a mere promise by the Employers to make
benefit payments in the future as provided herein. It is intended that
the Supplemental Plan be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as
amended.
9. Non-Alienation of Payments
Benefits payable under the Supplemental Plan shall not be
subject in any manner to alienation, sale, transfer, assignment, pledge,
attachment, garnishment, anticipation or encumbrance of any kind, by will,
or by inter vivos instrument. Any attempt to alienate, sell, transfer,
assign, pledge, anticipate or otherwise encumber any such benefit payment,
whether currently or thereafter payable, shall not be recognized by the
Committee or the Corporation. Any benefit payment due hereunder shall not
in any manner be liable for or subject to the debts or liabilities of any
Eligible Employee or other person entitled thereto hereunder. If any such
person shall attempt to alienate, sell, transfer, assign, pledge,
anticipate or encumber any benefit payments to be made to that person
under the Supplemental Plan or any part thereof, or if by reason of such
person's bankruptcy or other event happening at any time, such payments
would devolve upon anyone else or would not be enjoyed by such person,
then the Committee in its discretion, may terminate such person's interest
in any such benefit payment, and hold or apply it to or for the benefit of
that person, the spouse, children or other dependents thereof, or any of
them, in such manner as the Committee deems proper.
10. Limitation of Rights Against the Employers
Participation in this Supplemental Plan, or any modifications
thereof, or the payments of any benefits hereunder, shall not be construed
as giving to any person any right to be retained in the service of the
Employers, limiting in any way the right of the Employers to terminate
such person's employment at any time, evidencing any agreement or
understanding that the Employers will employ such person in any particular
position or at any particular rate of compensation or guaranteeing such
person any right to receive any other form or amount of remuneration from
the Employers.
11. Applicable Laws
The Supplemental Plan shall be construed, administered and
governed in all respects under and by the laws of the State of Wisconsin
to the extent not preempted by federal law.
12. Liability
Neither the Employers nor any shareholder, director, officer or
other employee of the Employers or any other person shall be liable for
any act or failure to act hereunder except for gross negligence or fraud.
13. Amendment or Termination
(a) The Corporation, by action of its board of directors,
reserves the right to amend or modify this Supplemental Plan at any time,
provided that no such amendment or modification shall adversely affect an
Eligible Employee's right to benefits hereunder without his written
consent, unless the Corporation shall have substituted therefor an
equivalent amount of immediate or deferred compensation under some other
plan, program or individual agreement with the Eligible Employee.
(b) It is understood that an Eligible Employee's entitlement to
benefits under this Supplemental Plan may be automatically reduced as the
result of an increase in his Qualified Plan Benefits. If, as of any date,
an Eligible Employee's Qualified Plan Benefits projected to his Normal
Retirement Date are such that if the Eligible Employee continued in the
service of the Employers through his Normal Retirement Date he would not
be expected to be entitled to any benefits from this Supplemental Plan,
then such Eligible Employee's rights to any benefits hereunder shall
cease, whether or not he ultimately becomes entitled to the full amount of
such projected Qualified Plan Benefits. Nothing herein shall be construed
in any way to limit the right of the Corporation to amend or modify the
Retirement Plan or any other employee benefit plan in its sole discretion.