EXHIBIT 10.13.1
AVERY DENNISON
RETIREMENT PLAN FOR DIRECTORS
amended and restated
I. Purpose
The purpose of this Retirement Pan for Directors ("Plan") has been to
provide recognition and retirement compensation to eligible members of Avery
Dennison Corporation's ("Company") Board of Directors ("Board") to facilitate
the Company's ability to attract, retain and reward members of its Board. This
Plan is amended and restated as of December 5, 2002.
II. Definitions
As used in this Plan, the following terms shall have the meanings
specified:
1. "Benefit Commencement Quarter" shall mean the fiscal quarter
following the fiscal quarter during which an Eligible
Director's Termination from the Board occurs, or following the
fiscal quarter in which the Eligible Director becomes age 60,
whichever occurs later.
2. "Eligible Director" shall mean any non-employee individual who
is, or was as of January 1, 1983 through November 31, 2002, a
member of the Board, who has completed or completes at least
five years of total service on the Board at the time of his or
her Termination from the Board.
3. "Eligible Spouse" shall mean a current spouse to whom an
Eligible Director has been married for at least one year prior
to the Eligible Director's death.
4. "Secondary Beneficiaries" shall mean one or more beneficiaries
designated by an Eligible Director, prior to his or her death,
to receive benefits under the Plan upon the death of both the
Eligible Director and such Eligible Director's Eligible
Spouse. Such designation shall be made in writing and
delivered to the Chief Executive Officer or other designated
officer of the Company.
5. "Termination from the Board" of an Eligible Director shall
mean the effective date of the Eligible Director's resignation
or retirement from the Board, death while serving as a Board
member or failure to be reelected to the Board.
III. Participation
All Eligible Directors shall be participants in this Plan.
IV. Amount of Benefit
Each Eligible Director, who retired on or before April 25, 2002, shall
be entitled to an annual retirement benefit hereunder which shall be equal to
the sum of the annual retainer plus twelve times the monthly Board meeting fees
all as in effect at the time of the Eligible Director's Termination from the
Board. From and after July 23, 1992, increases in the amount of the annual
retainer and changes in the amount of the monthly Board meetings fees which take
effect after an Eligible Director's Termination from the Board shall not operate
to increase the annual retirement benefit hereunder. Each Eligible Director, who
retires after April 25, 2002, shall be entitled to an annual retirement benefit
hereunder, which shall be equal to the sum of the annual retainer plus twelve
time the monthly Board meeting fees in effect on April 25, 2002. These amounts
shall be paid quarterly in arrears in four equal payments. No additional amount
shall be paid for service on any of the committees of the Board, nor shall
interest be paid on these amounts.
V. Commencement and Duration of Benefits
Benefit payments shall begin on the first day of the fiscal quarter
following the Benefit Commencement Quarter; however, in no event shall benefits
be paid for a period prior to the effective date hereof. Benefits will be paid
for a period equal to the number of years (rounding fractional years of service
up to the next higher whole year) for the years of service through December 31,
2002 that the Eligible Director served as a director on the Board; provided,
however, that there shall be no credit for service on the Board after December
31, 2002 and that as of December 31, 2002 all active Eligible Directors shall be
credited with a number of years of service such that they each have a minimum of
five years of service for purposes of determining the number of years for which
benefits will be paid. Upon the death of an Eligible Director, any benefits
under this Plan will be paid to his or her Eligible Spouse in accordance with
the same payment schedule set forth above until receipt of the maximum benefit
to which the Eligible Director would have been entitled had he or she survived
or until the death of the Eligible Spouse, whichever first occurs. If the
Eligible Director dies while serving on the Board, the Eligible Spouse's Benefit
Commencement Quarter shall be the fiscal quarter following the Eligible
Director's death. Following the death of the Eligible Spouse, or if there is no
Eligible Spouse living at the time of the death of the Eligible Director, any
benefits will be paid to the Eligible Director's Secondary Beneficiaries in
accordance with the same payment schedule set forth above until the first to
occur of (i) receipt of the maximum benefit to which the Eligible Director would
have been entitled had he or she survived, (ii) the death of the Secondary
Beneficiaries, if natural persons or (iii) benefits have been paid under this
Plan to the Eligible Director, the Eligible Spouse and/or the Secondary
Beneficiaries for a combined period of ten years.
The Eligible Director may, prior to his or her death, designate in
writing (delivered to the Chief Executive Officer or other designated officer of
the Company) one or more beneficiaries to receive any benefits which would
otherwise be paid to such Director's Eligible Spouse during such Eligible
Spouse's lifetime pursuant to this Article V. In such event, the Company shall
make payments to any such designated beneficiaries in lieu of making payments to
the Eligible Spouse;
provided that the aggregate of such payments shall not exceed the amount of
payments which would otherwise be payable to the Eligible Spouse and the
Secondary Beneficiaries.
VI. Administration
This Plan shall be a non-contributory, non-qualified, and unfunded Plan
and shall represent only an unsecured general obligation of the Company. No
special fund or trust shall be created, nor shall any notes or securities be
issued with respect to any retirement benefits. The Chief Executive Officer of
the Company or the Vice President of Human Resources, if authorized to act on
behalf of the Chief Executive Officer, shall have full and final authority to
interpret this Plan, to make determinations which he believes advisable for the
administration of the Plan, to interpret Plan provisions and to approve
ministerial changes or changes to the Plan required by law or regulation. All
decisions and determinations by the Chief Executive Officer shall be final and
binding upon all parties.
If any person entitled to benefits under this Plan is so incapacitated
that a legal guardian or conservator has been appointed for that person,
benefits to be paid hereunder shall be paid directly to said legal guardian or
conservator.
VII. Non-Alienation
No benefit under this Plan shall be liable at any time for the debts,
contracts or engagements of any Eligible Director or successor in interest, or
be taken in execution by levy, attachment, garnishment or by any other legal or
equitable proceeding, prior to payment hereunder, nor shall any such person have
any right to alienate, anticipate, commute, pledge, encumber or assign any
benefits or payments hereunder in any manner whatsoever, except as provided in
the Plan.
VII. Applicable Law
This Plan shall be governed by and administered in accordance with the
laws of the State of California.