STANDARD MOTOR PRODUCTS, INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
Amended and restated as of December 15, 2008
STANDARD MOTOR PRODUCTS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Page
----
SECTION I. PREAMBLE 1
SECTION II. DEFINITIONS 2
SECTION III. ELIGIBILITY AND PARTICIPATION 7
SECTION IV. DEFERRAL ELECTIONS 8
SECTION V. TIME AND MANNER OF PAYMENTS 10
SECTION VI. DEFERRED COMPENSATION ACCOUNTS 13
SECTION VII. ADMINISTRATION 14
SECTION VIII. BENEFIT CLAIM PROCEDURES 16
SECTION IX. MISCELLANEOUS 18
APPENDIX I SCHEDULE OF PARTICIPANTS
SECTION I
PREAMBLE
WHEREAS, Standard Motor Products, Inc. (hereinafter referred to as "the
Company" has previously established an unfunded supplemental deferred
compensation plan for a select group of management or highly compensated
employees as described herein, known as the "STANDARD MOTOR PRODUCTS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN" (hereinafter referred to as the "Plan");
WHEREAS, the purpose of this Plan is to enable the Company to supplement
the benefits from the Standard Motor Products, Inc. Profit Sharing Capital
Accumulation Plan to certain key executive employees of the Company and to
provide a means whereby certain amounts payable by the Company to key executive
employees may be deferred to some future period and in order to attract and
retain key executive employees of outstanding competence;
WHEREAS, the Company wishes to amend and restate the Plan, effective as of
December 15, 2008, to comply with legislative changes affecting supplemental
deferred compensation plans mandated by the American Jobs Creation Act of 2004
(the "Act");
WHEREAS, it is the purpose of this amendment and restatement to conform
the terms of the Plan to the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, with respect to amounts deferred after
December 15, 2008, within the meaning of Section 885(d) of the Act, as
contemplated by Section 885(f) of the Act. It is intended that the modifications
effected by this amendment and restatement shall not cause any amount deferred
in taxable years before December 15, 2008 to be treated as an amount deferred in
a taxable year beginning on or after such date. The Plan shall be interpreted
and at all times administered in a manner that avoids the inclusion of
compensation in income under Section 409 A(a)(1) of the Internal Revenue Code.
NOW, THEREFORE, the Company hereby adopts the Plan, which shall read as
follows:
1
SECTION II
DEFINITIONS
All capitalized terms shall have the same meanings set forth below, unless
a different meaning is plainly required by the context:
2.01 "Account" or "Deferred Compensation Account" means the deferred
compensation account established for a Participant pursuant to Section IV.
2.02 "Account Balance" means the fair market value of an Account as of a
Valuation Date.
2.03 "Annual Base Salary" means the base salary to be paid by the Company
to a Participant during the Plan Year. "Annual Base Salary" shall not include
any Annual Bonus payment or Incentive Payments, but shall include Deferred
Compensation and salary deferral contributions under the Standard Motor
Products, Inc. Profit Sharing Capital Accumulation Plan and under any cafeteria
plan maintained by the Company intended to comply with Section 125 of the Code.
2.04 "Annual Bonus" means any compensation, other than Performance-Based
Compensation Payments, to be paid by the Company to a Participant during the
Plan Year under a bonus plan or arrangement.
2.05 "Beneficiary" means any person designated by the Participant in
accordance with Section III to receive benefits, if any, payable under the Plan
in the event of the Participant's death.
2.06 "Benefit" means the non-forfeitable interest of a Participant in his
or her Account(s) that is distributable to the Participant or the Participant's
Beneficiary as provided in Section V.
2
2.07 "Board" means the Board of Directors of the Company.
2.08 "Change in Control" means a transaction or series occurring after the
Effective Date, in which:
(a) there is an occurrence of a change in the ownership of the
Company which occurs on the date that any person, or more than one person
acting as a group, acquires ownership of stock of the Company that,
together with stock held by such person or group, constitutes more than 50
percent of the total fair market value or total voting power of the stock
of the Company. However, if any one person, or more than one person acting
as a group, is considered to own more than 50 percent of the total fair
market value or total voting power of the stock of a corporation, the
acquisition of additional stock by the same or persons or persons is not
considered a change in the ownership of the Company (or to cause a change
in the effective control of the Company as discussed below). An increase
in the percentage of stock owned by any one person, or persons acting as a
group, as a result of a transaction in which the Company acquires its
stock in exchange for property will be treated as an acquisition of stock
for purposes of this section. This paragraph (a) applies only when there
is a transfer of stock of a corporation (or issuance of stock of a
corporation) and stock in such corporation remains outstanding after the
transaction. For purposes of this paragraph (a), persons will not be
considered to be acting as a group solely because they purchase or own
stock of the same corporation at the same time, or as a result of the same
public offering. However, persons will be considered as acting as a group
if they are owners of a corporation that enter into a merger,
consolidation, purchase or acquisition of stock, or similar business
transaction with the Company. If a person, including an entity, owns stock
in both corporations that enter into a merger, consolidation, purchase or
acquisition of stock, or similar transaction, such shareholder is
considered to be acting as a group with other shareholders in a
corporation prior to the transaction giving rise to the change and not
with respect to the ownership interest in the Company.
3
(b) there is an occurrence of a change in the effective control of
the Company which occurs on the date that either (i) any one person, or
more than one person acting as a group, acquires (or has acquired during
the 12-month period ending on the date of the most recent acquisition by
such persons or persons) ownership of stock of the Company possessing 35
percent or more of the total voting power of the Company; or (ii) a
majority of members of the corporation's board of directors prior to the
date of the appointment or election is not endorsed by a majority of the
members of the corporation's board of directors prior to the date of the
appointment or election, provided that for purposes of (ii) the term
corporation refers solely to the relevant corporation identified in (a),
for which no other corporation is a majority shareholder for purposes of
that paragraph.
(c) there is a change in the ownership of a substantial portion of
the Company's assets which occurs on the date that any one person, or more
than one person acting as a group, acquires or has acquired during the
12-month period ending on the date of the most recent acquisition of such
person or persons assets from the Company that have a gross fair market
value equal to more than 40 percent of the gross fair market value of the
assets of the Company immediately prior to such acquisition or
acquisitions. For this purpose, gross fair market value means the valued
of the assets of the Company, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such
assets.
2.08 "Code" means the Internal Revenue Code of 1986, as it has been and
may be amended from time to time. Reference to any section of the Code shall
include any provision successor thereto.
2.09 "Committee" means the Compensation and Management Development
Committee of the Board.
2.10 "Company" means Standard Motor Products, Inc. or any successor
thereto.
4
2.11 "Company Contribution" means the amount, if any, contributed by the
Company to the Plan on behalf of the Participant. For any Plan Year, the
decision to make Company Contributions shall be made in the sole discretion of
the Company.
2.12 "Deferred Compensation" means the amount of Annual Base Salary,
Annual Bonus, and Performance-Based Compensation Payments that a Participant
elects to defer for the Plan Year in accordance with Section 4.01.
2.13 "Disability" means for purposes of this Plan if he or she is unable
to engage in any substantial activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months; or is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident or health plan covering employees of
the Company. The foregoing is intended to comply with the requirements of
Section 409A(a)(2)(C) of the Code including any Treasury regulations promulgated
thereunder.
2.14 "Effective Date" means December 15, 2008.
2.15 "Eligible Employee" means any employee designated by the Committee
who satisfies the requirements of Section III.
2.16 "Participant" means an Eligible Employee of the Company who is
selected to participate in the Plan in the manner described in Section III.
2.17 "Performance-Based Compensation" means compensation to the extent
that an amount is: (i) variable and contingent on the satisfaction of
pre-established organization or individual performance criteria that covers a
performance period of at least 12 months and (ii) not readily ascertainable at
the time of the election. The foregoing is intended to comply with Section
409A(a)(4)(iii) of the Code including any Treasury regulations promulgated
thereunder.
5
2.18 "Plan" means the Standard Motor Products, Inc. Supplemental Executive
Retirement Plan as set forth herein and as may be amended from time to time.
2.19 "Plan Year" means the twelve (12) month period beginning on the first
day of January and ending on the thirty-first of December.
2.20 "Specified Employee" means a key employee (as defined in Code Section
416(i) without regard to paragraph (5) thereof) of a corporation any stock in
which is publicly traded on an established securities market. The foregoing is
intended to comply with the requirements of Section 409A(a)(2)(B) of the Code
including any Treasury regulations promulgated thereunder.
2.21 "Trust" means the Standard Motor Products, Inc. Supplemental
Executive Retirement Plan Trust or any other trust established between the
Company and the Trustee in connection with the Plan under which Plan assets are
held and invested and from which benefits under the Plan are paid. This Trust is
a grantor trust and is not intended to be a trust under ERISA.
2.22 "Trustee" means the corporation, individual or individuals acting as
trustee of the Trust at any time of the reference.
2.23 "Valuation Date" means each business day of the Plan Year.
6
SECTION III
ELIGIBILITY FOR PARTICIPATION
3.01 Eligibility
(a) Any key executive employee selected by the Committee shall be an
Eligible Employee and the Committee may select from time to time certain key
executive employees who shall be eligible to participate under the Plan.
(b) In order for an Eligible Employee to participate in the Plan, he or
she must file with the Committee, no later than thirty (30) days before the
applicable Plan Year begins, an election on a form approved by the Committee to
defer Annual Base Salary and Annual Bonus payments. An Eligible Employee must
file with the Committee, no later than six (6) months before the performance
period ends of Performance-Based Compensation, an election on a form approved by
the Committee to defer Performance-Based Compensation payments. Notwithstanding
any other provision of this Plan, for the first year in which a Participant is
eligible to participate, he or she may file an election on a form approved by
the Committee, within thirty (30) days after the date on which he or she becomes
eligible to participate in the Plan, with respect to services to be performed
subsequent to the election. The Committee in its sole discretion shall permit a
Participant to make a higher percentage rate of compensation to be deferred than
those that would otherwise be allowable under Section 4.01 during his or her
first year of participation so that his or her Deferred Compensation during such
year will equal the amount that he or she could have made had such election
began as of his or her first date of employment with the Company. In order for
the allowance of additional deferrals to be made under this Section, the
Participant must elect to make such deferrals in writing at the time he or she
enrolls in the Plan before the Annual Base Salary payments, Annual Bonus
payments, and Performance-Based Compensation from which such deferrals will be
deducted has been earned.
(c) A Participant's participation in the Plan shall automatically
terminate upon the distribution of his or her Benefit in full. In addition, the
Company may terminate a Participant's participation in the Plan at any time as
permitted under Section 409A of the Code. In such event, the Company will
terminate the Participant's deferral election for the remainder of the year.
7
(d) Each Eligible Employee shall be notified when he or she becomes
eligible to become a Participant, and shall be furnished with the materials
necessary to enroll in the Plan.
3.02 Beneficiary Designation
The Participant shall submit to the Company upon enrollment in the Plan,
or at such time as the Committee requests and on a form provided by the
Committee, a written designation of a primary beneficiary, contingent
beneficiaries or secondary beneficiaries to whom payment of his or her Deferred
Compensation Account shall be made.
SECTION IV
DEFERRAL ELECTIONS
4.01 Employee Salary Deferrals
At least thirty (30) days prior to the beginning of each Plan Year, other
than a Participant's first year of participation (which are subject to the
requirements of Section 3.01(b)), a Participant may make an election to defer a
portion of his or her Annual Base Salary and Annual Bonus payments earned in
that Plan Year up to a maximum percent of 50% of his or her Annual Base Salary
and 100% Annual Bonus payments. At least six (6) months before the performance
period ends of Performance-Based Compensation, a Participant may make an
election to defer a portion of his or her Performance-Based Compensation earned
for the year of the performance period up to a maximum percent of 100% of his or
her Performance-Based Compensation. The deferred amount may be expressed as a
dollar amount, or a percentage of Annual Base Salary and Annual Bonus paid
during the Plan Year. The deferred amount of any deferrals of Performance-Based
Compensation may also be expressed as a dollar amount, or a percentage of
Performance-Based Compensation.
8
Notwithstanding the foregoing, the Committee may, in its sole discretion,
establish for any Plan Year maximum percentages which differ from those set
forth above, including a maximum percentage designed to permit sufficient
withholding of Social Security taxes.
4.02 Withholding of Deferrals
The percentage, if any, of a Participant's Annual Base Salary that he or
she elects to defer for a Plan Year shall be withheld from each regularly
scheduled paycheck during the Plan Year. The dollar amount or percentage, if
any, of a Participant's Annual Bonus and Performance-Based Compensation that he
or she elects to defer for a Plan Year shall be withheld at the time the Annual
Bonus and Performance-Based Compensation are, or otherwise would be, paid to the
Participant.
4.03 Company Contributions
The Company may contribute to the Trust for each Plan Year and on behalf
of each Participant a Company Contribution in such amount as may be determined
by the Committee, in its sole discretion.
4.04 Deferral Period
At the time the Participant makes a deferral election pursuant to Section
4.01, he or she shall specify the date on which payments of the balance credited
to his or her Account shall be made in accordance with Section V. The
Participant shall also elect the form of distribution as discussed in Section
5.02. Each election described in this Section 4.04 must be made in the manner
prescribed by the Committee.
4.05 Vesting
(a) All employee salary deferrals made by a Participant and credited to
his or her Deferred Compensation Account shall be fully vested and
non-forfeitable at all times.
9
(b) All Company Contributions made on behalf of a Participant and credited
to his or her Deferred Compensation Account shall be non-forfeitable following
the completion of three (3) consecutive years of employment with the Company.
Notwithstanding the preceding sentence, the Committee may in its discretion
accelerate the vesting of any Company Contributions made on behalf of a
Participant who terminates before the three (3) consecutive year period.
(c) In the event of a Change of Control, all Company Contributions will
become fully vested.
SECTION V
TIME AND MANNER OF PAYMENTS
5.01 Time of Payment
Deferrals under the Plan may not be made until the earlier of:
(a) separation from service (except for Specified Employees),
(b) death,
(c) Disability, or
(d) upon a Change in Control.
Specified Employees may not receive a distribution under (a) above before
the date, which is six (6) months after the date of a separation of service (or,
if earlier, the date of death of the employee). The term separation from service
is intended to comply with the requirements of Section 409A(a)(2)(A)(i) of the
Code including any Treasury regulations promulgated thereunder. Distribution
upon a Change in Control is intended to comply with the requirements of Section
409A(a)(2)(A)(v) of the Code including any Treasury regulations promulgated
thereunder and any other guidance including Q/A 11 through 14 of Notice 2005-1.
10
5.02 Manner of Payment Election
A Participant may elect the manner in which Benefits will be paid. Any
such election must be made with each deferral election. The Participant may
select either a lump sum payment or periodic payments over a period not to
exceed ten (10) years, payable in installments of equal or varying percentages
of the balance of his or her bookkeeping account under the Trust or such other
method as approved by the Committee.
Notwithstanding any other provision of the Plan, a Participant will only
be permitted to make a subsequent election that results in a delay in payment or
a change in form of payment if the subsequent election takes effect at least
twelve (12) months after the date on which the election is made, and with
respect to a distribution due to separation of service, the first payment will
be not less than five (5) years from the date on which it would otherwise have
been made. The election cannot be made less than twelve (12) months prior to the
date of the first scheduled payment.
During the five (5) year subsequent deferral period, a distribution may be
made only on account of death or Disability. The foregoing is intended to comply
with Section 409A(a)(2)(C) of the Code, including any Treasury regulations
promulgated thereunder.
5.03 Death Benefit
(a) In the event of a Participant's death while in the employment of the
Company and prior to the commencement of payment of his or her Deferred
Compensation Account, the Company shall pay the amount of the Participant's
Deferred Compensation Account in a lump sum payment as of the date of death to
the Participant's designated Beneficiary in accordance with such designation
received by the Committee. Subject to such rules and regulations as the
Committee may promulgate, a Participant may from time to time change such
designation of Beneficiary. The last effective designation of Beneficiary shall
supersede all prior designations. A designation of Beneficiary shall be
effective only if the designated Beneficiary survives the Participant and any
prior designated Beneficiary.
11
(b) If a Benefit becomes payable upon the death of a Participant and no
Beneficiary has been properly designated, or if the Beneficiary designated
(including any contingent or secondary Beneficiary) shall have predeceased the
Participant, the Participant shall be deemed to have designated the following
Beneficiaries (if living at the time of the death of the Participant) in the
following order of priority: (i) the spouse of the Participant, (ii) the
children, including adopted children, of the Participant, in equal shares, (iii)
the natural parent of the Participant, in equal shares, (iv) the sibling of the
Participant, in equal shares, and (v) the estate of the Participant.
(c) If the Company has any doubt as to the proper Beneficiary to receive
payments thereunder, the Company shall have the right to withhold such payment
until the matter is finally adjudicated. Any payment made by the Company in good
faith and in accordance with the provisions of the Plan shall fully discharge
the Company from all further obligations with respect to such payment.
(d) In the event of the Participant's death after the commencement of his
or her Deferred Compensation Account, but prior to the completion of all such
payments due and owing thereunder, the Company shall continue to make such
payments in equal installments over the remainder of the period that would have
been applicable to the Participant had he or she survived. Such continuing
payments shall be made to the Participant's designated Beneficiary in accordance
with the last such designation received by the Committee from the Participant
prior to his or her death.
12
SECTION VI
DEFERRED COMPENSATION ACCOUNT
6.01 Participant's Accounts
The Committee shall cause the Trustees to maintain a bookkeeping account
to be kept in the name of each Participant which shall reflect the value of the
deferrals made by a Participant and the Company Contributions made by the
Company, pursuant to Plan Section V on the Participant's behalf. The
Participant's Account shall be credited as of the date the amounts deferred
otherwise would have become due or payable, and with respect to Company
Contributions or times as the Committee shall direct. The Account shall not be
credited with any interest thereon.
6.02 Investment of Accounts
The value of funds credited to the Participant's bookkeeping account may
be kept in cash or invested and re-invested in mutual funds, stock, bonds,
securities, insurance or any other investment funds as may be selected by the
Committee in its discretion and reflected in investment guidelines furnished to
the Trustee from time to time. The Committee may consult with Participants with
regard to investment decisions, engage investment counsel and, if it so desires,
may delegate to such counsel full or limited authority to select the investment
vehicles described in the investment guidelines in which the accounts are deemed
to be invested. As of each Valuation date, the bookkeeping account of each
Participant shall be credited with a gain or loss equal to the adjustment which
would be made if assets equal to the bookkeeping account had been invested in
accordance with such Investment Guidelines.
6.03 Assumption of Risk
The Participant agrees on behalf of himself and his (or herself and her)
designated beneficiary to assume all risk in connection with any decrease in
value of the funds which are deemed to be invested or which continue to be
invested under the provisions of this Plan.
13
6.04 Charges Against Accounts
There shall be charged against each Participant's bookkeeping account any
payments made to the Participant or his or her Beneficiary in accordance with
Plan Article V.
SECTION VII
ADMINISTRATION
7.01 Authority
The Plan shall be administered by the Committee, which shall have full
power and authority to administer and interpret the Plan.
7.02 Liability
No member of the Board or management of the Company shall be liable to any
persons for any actions taken under the Plan.
7.03 Procedures
The Board may from time to time adopt such procedures as it deems
appropriate to assist in the administration of the Plan.
7.04 Duties of the Committee
The Committee, in addition to the duties otherwise provided for in the
Plan, shall:
(a) Construe the Plan and any Trust the Company may adopt to fund the
Plan.
(b) Determine all questions affecting the eligibility for and the amount
of the Benefit payable hereunder to any Participant or Beneficiary.
14
(c) Ascertain the persons to whom any death or other Benefits shall be
payable under the provisions hereof.
(d) Authorize and direct all disbursements by any trustee from the trust.
(e) Make final and binding determinations in connection with any questions
of fact which may arise under the operation of the Plan and any trust.
(f) Make such rules and regulations, with reference to the operation of
the Plan, as it may deem necessary or advisable, provided, that such rules and
regulations shall not be inconsistent with the express terms of the Plan or
ERISA.
(g) Prescribe procedures and adopt forms to be used by Participants and
Beneficiaries in filing applications for Benefits and in making elections under
the Plan.
(h) Prescribe procedures and adopt forms to be used by Participants and
Beneficiaries in filing applications for Benefits and in making elections under
the Plan.
(i) Review the denial of claims under Section VIII and make decisions on
such review.
(j) Delegate such duties as it shall deem appropriate.
7.05 Committee's Decisions Final and Binding
Benefits under the Plan will be paid only if the Committee decided in its
discretion that the applicant is entitled to them. The decisions of the
Committee on any matter within its authority shall be made in the sole
discretion of the Committee and shall be final and binding on all parties,
including without limitation, the Company, Participants, and Beneficiaries. Any
Eligible Employee who becomes a Participant shall acknowledge the exclusive
authority of the Committee as set forth in this Section VII.
7.06 Employment of Counsel, Etc.
The Committee may employ such counsel, accountants and other agents as it
shall deem advisable.
15
7.07 Payments of Expenses of the Committee
The reasonable cost and expenses incurred by the Committee in the
performance of its duties hereunder, excluding compensation, but including,
without limitation, reasonable fees for legal, accounting and other services
rendered, shall be paid by the Company.
7.08 Committee to be Furnished Information Concerning Employees
The Company shall, from time to time, make available to the Committee such
information with respect to Participants, their dates of employment, their
compensation and other matters as may be reasonably necessary or desirable in
connection with the performance of the Committee of its duties with respect to
the Plan.
SECTION VIII
BENEFIT CLAIM PROCEDURES
8.01 Claim For Benefits
Any claim for Benefits shall be made in writing to the Committee. In the
event such a claim to all or any part of any Benefit under this Plan shall be
denied, the Committee shall provide to the claimant within 90 days (or, if
determining whether a Participant is Disabled, 45 days) (or such additional
period required by special circumstances, but not to exceed an additional 90
days (30 days in the case of a Disability claim), provided that written notice
of the extension shall be furnished to the claimant prior to the commencement of
the extension) after receipt of such claim, a written notice setting forth, in a
manner calculated to be understood by the claimant:
(a) The specific reason or reasons for the denial.
(b) References to the specific Plan provisions on which the denial is
based.
(c) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation as to why such material or
information is necessary.
16
(d) An explanation of the Plan's procedure for review of the denial of a
claim.
(e) A statement of the claimant's right to bring legal action under
Section 502(a) of ERISA.
8.02 Review of Denial of Claims
Within 60 days (or 180 days if a Disability claim) after receipt of the
above material, the claimant may appeal the claim denial to the Committee for a
full and fair review. Within such 60 or 180 days, the claimant or his or her
duly authorized representative:
(a) May request a review upon written notice to the Committee.
(b) Shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the
claimant's claim for benefits.
(c) May submit written comments, documents, records, and other information
relevant to the claimant's claim for benefits.
8.03 Decision on Review of Denial
A decision by the Committee will be made not later than 60 days (or 45
days for Disability claims) (or such additional period required by special
circumstances, but not to exceed an additional 60 days (or 45 days for
Disability claims); provided, however, that written notice of the extension
shall be furnished to the claimant prior to the commencement of the extension).
The Committee will take into account all comments, documents, records, and other
information relevant to the claim, whether or not submitted or considered in the
Committee's initial benefit determination. The Committee's decision on review
shall be provided to the claimant in writing. If the Committee's decision is
adverse, its written notification to the claimant shall include:
(a) The specific reason or reasons for the decision.
17
(b) References to the specific Plan provisions on which the decision is
based.
(c) A statement that the claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to the claimant's claim for benefits.
(d) A statement of the claimant's right to bring legal action under
Section 502(a) of ERISA.
8.04 Legal Actions
No legal action to recover Benefits under the Plan may be filed after 12
months of the date of the Committee's decision on appeal.
SECTION IX
MISCELLANEOUS
9.01 Claim for Benefits
No Eligible Employee or other person shall have any claim or right to
payment of any amount hereunder until payment has been authorized and directed
by the Board.
9.02 Not an Employment Contract
The Plan shall not be deemed to constitute a contract between the Company
and any Participant, nor shall the Plan be considered an inducement for the
employment of any Participant or Employee. Nothing contained in the Plan shall
be deemed to give any Participant the right to be retained in the service of the
Company nor to interfere with the right of the Company to discharge any
Participant or Employee at any time, regardless of the effect which such
discharge may have upon that individual as a Participant in the Plan.
18
9.03 Non-transferability
No Participant shall have any legal right, title or interest in any trust
fund that the Company may establish to fund the Plan or any of its assets. This
same limitation shall be applicable with respect to Benefits payable upon the
death of a Participant which may be distributable to a Beneficiary.
9.04 Tax Withholding
Notwithstanding any other provisions of this Plan, the Company shall
withhold from all amounts payable hereunder all federal, state, and local taxes
legally required to be withheld with respect to such amounts. To the extent that
it is required to withhold any amounts before payments due and payable under the
Plan, such amounts will be withheld by the Committee from other income sources
if available.
9.05 Governing Law
(a) The Plan shall be construed and enforced according to the laws of the
State of New York, and all provisions hereunder shall be administered according
to the laws thereof.
(b) The Plan is intended to be an unfunded plan maintained by the Company
primarily for a select group of management or highly compensated employees
(within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), and
the Plan shall be so construed and interpreted wherever necessary. All benefits
are unfunded, and as such shall be paid out of the general assets of the
Company, including any trust fund assets, which are part of the Company's
general assets. The Trust shall be a domestic trust whose assets must at all
times be located in the United States; and provided further that this section
shall not be construed as providing that assets will become restricted to the
provision of benefits under the Plan in connection with a change in any
Employer's financial health, and the Company shall not make any transfer that
would be deemed "in connection with a change in the employer's financial health"
within the meaning of Section 409A(b)(2) of the Code. The purpose of the
provisos is to comply with the funding restrictions of Section 409A(b) of the
Code.
19
(c) Any words herein used in the masculine or neuter shall read and be
construed in the feminine, masculine or neuter where they would so apply. Words
in the singular shall be read and construed as though used in the plural in all
cases where they would so apply.
9.06 Amendment and Termination
The Company reserves the right, in its sole and absolute discretion, to
terminate or amend the Plan, wholly or partially, from time to time and at any
time. Upon termination of the Plan, or upon any amendment to the Plan which
would decrease the Benefit of Participants, each Participant shall be entitled
to a Benefit hereunder equal to the Benefit the Participant would have received
had the Participant Retired on the day immediately prior to the effective date
of the termination or amendment of the Plan; provided, however, that no
Participant shall receive a distribution of such Benefit from the Plan as the
result of an amendment to the Plan. No distributions shall be made solely
because of termination of the Plan. Upon termination of the Plan, Benefits will
be distributed in accordance with Participants' elections.
9.07 Unclaimed Benefits
The Benefit of a Participant or Beneficiary who cannot be located after
reasonable efforts at the time the Benefit becomes payable shall be forever
forfeited.
9.08 Severability
If any provision of this instrument shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions of the
Plan shall continue to be fully effective.
20
IN WITNESS WHEREOF, the Company has caused the Plan to be effective as of
December 15, 2008.
STANDARD MOTOR PRODUCTS, INC.
By:
------------------------------------------
Title:
---------------------------------------
Date:
---------------------------------------
- --------------------------
Attest
21