EXHIBIT 10.2(a)
CLARCOR INC.
1994 EXECUTIVE RETIREMENT PLAN
(EFFECTIVE DECEMBER 1, 1994)
CLARCOR INC.
1994 EXECUTIVE RETIREMENT PLAN
CLARCOR Inc., a Delaware corporation ("CLARCOR"), hereby adopts, effective as of
December 1, 1994, this unfunded 1994 Executive Retirement Plan ("Plan")
providing for the payment of certain retirement and other benefits to
Participants (as hereinafter defined):
ARTICLE I
DEFINITIONS
For all purposes of the Plan, words and phrases as used herein with the initial
letter capitalized shall have the respective meanings stated:
AVERAGE MONTHLY COMPENSATION means the result obtained by dividing the total
Compensation received by a Participant for the three consecutive fiscal years of
service for CLARCOR for which such Participant received his or her highest
Compensation by 36. In the case of a Participant deemed totally and permanently
disabled, the Compensation received in the fiscal year preceding that in which
the disability commences shall be appropriately annualized and divided by
twelve. The greater of the amount so computed or that based on the three fiscal
years shall be the Average Monthly Compensation of the disabled Participant.
BOARD means the Board of Directors of CLARCOR Inc.
CAUSE means fraud, misappropriation or intentional material damage to the
property or business of CLARCOR or commission of a felony.
CHANGE OF CONTROL means, with respect to a Participant, a significant change in
the ownership of the stock of CLARCOR or in the membership of the Board, as such
change may be
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defined in an employment, severance, change of control or comparable agreement
("Change of Control Agreement"), if any, between CLARCOR and the Participant.
CLARCOR PENSION PLAN means the CLARCOR Inc. Pension Plan (formerly the 1984
Restated CLARCOR Pension Trust) as restated or amended from time to time.
CLARCOR SUPPLEMENTAL PLAN means the CLARCOR Inc. 1994 Supplemental Pension Plan
as restated or amended from time to time.
COMPENSATION means the amount received by a Participant for services rendered by
such Participant to CLARCOR and its subsidiaries as base salary, bonuses and
other annual cash incentives, including amounts of compensation deferred by the
Participant under the Retirement Savings Plan or similar programs; compensation
excludes (i) any extraordinary cash or imputed compensation, such as the taxable
value of benefits or perquisites provided by CLARCOR, (ii) amounts paid or
accrued under any long-term incentive plan of CLARCOR, (iii) any cash or
securities received by a Participant upon the exercise of a stock appreciation
right or stock option, (iv) employer contributions to any tax-qualified
retirement plan or to CLARCOR's Monthly Investment Plan, and (v) the difference
between the exercise price of any stock option exercised by a Participant and
the then fair market value of the securities of CLARCOR thereby acquired.
DEFERRED RETIREMENT DATE means the first day of the month coincident with or
next following the date the Participant terminates employment with CLARCOR
and/or its subsidiaries after his or her Normal Retirement Date.
DISABILITY means "total and permanent disability," as defined in the CLARCOR
Pension Plan.
DISABILITY RETIREMENT DATE means the first day of the month coincident with or
next following the date that the Board determines that a Participant has become
Disabled.
INVOLUNTARY TERMINATION means, with respect to a Participant, a termination of
the employment of the Participant under circumstances that entitle the
Participant to receive severance benefits that are payable only in the event of
an "involuntary termination,"as such change may be defined in a "Change of
Control Agreement," if any, between CLARCOR and the Participant.
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NORMAL RETIREMENT BENEFIT shall have the meaning set forth in Article II.
NORMAL RETIREMENT DATE means the first day of the month coincident with or next
following the date a Participant attains age 65.
PARTICIPANT means those officers or key employees of CLARCOR or a subsidiary who
have attained at least 40 years of age and who have been designated by the Board
as Participants in the Plan.
PBGC means the Pension Benefit Guaranty Corporation.
PENSION RETIREMENT BENEFIT means the amount that would be payable to the
Participant as a monthly pension payable on a "10 year certain and life annuity
basis", as determined in accordance with the provisions of the CLARCOR Pension
Plan, as though the Participant had elected such "normal form of benefit" under
that plan.
PLAN means the CLARCOR Inc. 1994 Executive Retirement Plan, as set forth herein.
PLAN ADMINISTRATOR means the individuals or entity responsible for
administration of the Plan determined in accordance with Article XVI of the
Plan.
ARTICLE II
NORMAL RETIREMENT BENEFIT
In the event the employment of a Participant by CLARCOR and/or its subsidiaries
terminates at Normal Retirement Date for any reason other than Cause or death,
such Participant shall receive a monthly benefit for his or her life (the
"Normal Retirement Benefit") pursuant to this Plan equal to:
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The product of:
(1) four and one-third (4.333%) percent times the number of years of
such Participant's actual service to CLARCOR and/or its
subsidiaries after attainment of age 40, but not more than
sixty-five (65%) percent; and
(2) the Participant's Average Monthly Compensation;
reduced by
(3) the sum of his or her Pension Retirement Benefits payable at
Normal Retirement Date under the CLARCOR Pension Plan and
the CLARCOR Supplemental Plan.
Payment of benefits pursuant to this Article II shall commence on the
Participant's Normal Retirement Date and shall be subject to the provisions of
Article VII and Article IX of the Plan (relating to death and form of payment of
benefits, respectively).
ARTICLE III
EARLY RETIREMENT BENEFIT
In the event the employment of a Participant by CLARCOR and/or its subsidiaries
terminates prior to his or her Normal Retirement Date but after he has both
attained age 60 and completed at least five years of service, for any reason
other than Cause, death or Involuntary Termination following a Change of
Control, such Participant shall receive a monthly benefit for his or her life
equal to:
(a) The product of
(1) four and one-third (4.333%) percent times the number of years of
service the Participant would have rendered to CLARCOR
and/or its subsidiaries after attainment of age 40 if the
Participant had continued in the active service of
CLARCOR to his or her Normal Retirement Date, but not
more than sixty-five (65%) percent;
(2) the Participant's Average Monthly Compensation computed at
termination; and
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(3) a fraction, the numerator of which is the number of years of such
Participant's actual service to CLARCOR and/or its
subsidiaries after attainment of age 40 and the
denominator of which is the number of years of such
service such Participant would have had if his or her
employment had continued until Normal Retirement Date;
reduced by
(4) the sum of his or her Pension Retirement Benefits payable at
Normal Retirement Date under the CLARCOR Pension Plan and
the CLARCOR Supplemental Plan;
(b) Payment of benefits shall commence either (i) on the Participant's
Normal Retirement Date or (ii) the first day of any month beginning
after the Participant's termination of employment with CLARCOR and any
of its subsidiaries, as the Plan Administrator shall determine and
shall be subject to the provisions of Article VII and Article IX of
the Plan.
(c) If payment of benefits as an annuity commences prior to the
Participant's Normal Retirement Date, the benefit determined in (a)
above will be actuarially reduced according to the same unisex
mortality assumption and interest rate being used on the annuity
commencement date to calculate alternate benefits under the CLARCOR
Pension Plan.
ARTICLE IV
INVOLUNTARY TERMINATION
FOLLOWING CHANGE OF CONTROL
In the event the employment of a Participant by CLARCOR and/or its subsidiaries
terminates prior to his or her Normal Retirement Date by reason of an
Involuntary Termination following a Change of Control, the Participant shall be
entitled to receive a single sum payment, determined in accordance with Article
IX of the Plan, in an amount equal to the actuarial equivalent of a monthly
benefit for his or her life calculated as follows:
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(1) Compute an Early Retirement Benefit for the Participant as
provided in Article III (whether or not such Participant
had reached 60 years of age or completed 5 years of
service prior to the date of his or her death), but
including in the numerator of clause (a)(3) thereof one
additional year of service credit (not to exceed 5 years)
for each year between the date of such termination and
the Participant's Normal Retirement Date; and,
(2) Assume payments of such Early Retirement Benefit commenced on the
first day of the month following the date of such
termination, without actuarial reduction attributable to
the first five years prior to Normal Retirement Date.
ARTICLE V
TERMINATION OF EMPLOYMENT PRIOR TO
EARLY RETIREMENT
In the event the employment of a Participant by CLARCOR and/or its subsidiaries
terminates prior to his or her attainment of age 60, but after he has both
attained age 50 and completed 5 years of service, for any reason other than
Cause, death or Involuntary Termination following a Change of Control, such a
Participant shall receive a monthly benefit for his or her life equal to:
(a) The product of
(1) four and one-third (4.333%) percent times the number of
years of service the Participant would have rendered
to CLARCOR and/or its subsidiaries after attainment
of age 40 if the Participant had continued in the
active service of CLARCOR to his or her Normal
Retirement Date, but not more than sixty-five (65%)
percent;
(2) the Participant's Average Monthly Compensation computed at
termination; and
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(3) a fraction, the numerator of which is the number of years of such
Participant's actual service to CLARCOR and/or its
subsidiaries after attainment of age 40 and the
denominator of which is the number of years of such
service the Participant would have had if his or her
employment had continued until Normal Retirement
Date;
reduced by
(4) the sum of his or her Pension Retirement Benefits payable at
Normal Retirement Date under the CLARCOR Pension
Plan and the CLARCOR Supplemental Plan;
(b) Payment of benefits shall commence either (i) on the Participant's
Normal Retirement Date or (ii) the first day of any month beginning
after the Participant's attainment of age 60 and termination of
employment with CLARCOR and all of its subsidiaries, as the Plan
Administrator shall determine.
(c) If payment of benefits as an annuity commences prior to the
Participant's Normal Retirement Date, the benefit determined in (a)
above will be actuarially reduced according to the same unisex
mortality assumption and interest rate being used on the annuity
commencement date to calculate alternate benefits under the CLARCOR
Pension Plan.
(d) If the employment of a Participant by CLARCOR and/or its subsidiaries
terminates before he has attained age 50 and completed 5 years of
service for any reason other than Cause, death, disability or
Involuntary Termination following a Change of Control, no benefits
will be payable from the Plan to or with respect to such Participant.
(e) If the employment of a Participant is terminated by CLARCOR and/or its
subsidiaries for Cause no benefits will be payable from the Plan to or
with respect to such Participant.
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ARTICLE VI
TOTAL AND PERMANENT DISABILITY
In the event the employment of a Participant by CLARCOR and/or its subsidiaries
terminates prior to his or her Normal Retirement Date under circumstances in
which the Board determines that a Participant has become Disabled, such
Participant shall be entitled to receive a monthly benefit for his or her life
equal to:
(a) The product of
(1) four and one-third (4.333%) percent times the number of
years of such Participant's actual service to
CLARCOR and/or its subsidiaries after attainment of
age 40, but not more than sixty-five (65%) percent;
and
(2) the Participant's Average Monthly Compensation computed at
termination;
reduced by
(3) the sum of his or her Pension Retirement Benefits payable at
Normal Retirement Date under the CLARCOR Pension
Plan and the CLARCOR Supplemental Plan.
(b) Payment of benefits shall commence either (i) on the
Participant's Normal Retirement Date or (ii) the first day of any
month beginning after the Participant's termination of employment
with CLARCOR and all of its subsidiaries, as the Plan
Administrator shall determine.
(c) If payment of benefits as an annuity commences prior to the
Participant's Normal Retirement Date, the benefit determined in
(a) above will be actuarially reduced according to the same
unisex mortality assumption and interest rate being used on the
annuity commencement date to calculate alternate benefits under
the CLARCOR Pension Plan.
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ARTICLE VII
DEATH
In the event that a Participant predeceases his or her spouse, the spouse shall
be entitled to receive the following benefits:
(a) If death of the Participant occurs prior to the commencement of
benefits hereunder, and prior to the Participant's Normal
Retirement Date, the Participant's spouse shall receive a monthly
benefit calculated in accordance with Article VI, in the amount
that would have been payable to the Participant if he or she had
terminated employment on the day preceding his or her date of
death and had elected an actuarially reduced annuity commencing
on that date. If death of the Participant occurs prior to the
commencement of benefits hereunder, and on or after the
Participant's Normal Retirement Date, the Participant's spouse
shall receive a monthly benefit calculated in accordance with
Article VIII as if such Participant had retired on the day
preceding his or her date of death and had elected an annuity
commencing on that date. Payment of monthly benefits to the
spouse shall commence on the first day of the month following
such Participant's death and continue for 15 years or until the
death of the spouse, whichever occurs first.
(b) If the death of the Participant occurs after the commencement of
payment of benefits hereunder, his or her surviving spouse to
whom he was married at the date benefits commenced shall receive
monthly payments equal to those being paid to such Participant on
the date of his or her death. Such payments shall continue so
that the total payment period (including all payments to the
Participant) equals 15 years, or until the death of the spouse,
whichever occurs first.
(c) If the Participant has received the benefits to which he is
entitled from this Plan in the form of a single sum prior to his
or her death, no further benefits shall be paid.
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Notwithstanding the foregoing, if benefits under this Plan were payable in a
single sum or in installments under an election made by the Participant under
Article IX of the Plan, but the full value of the Participant's benefit had not
been paid as of the date of his or her death, payment of any unpaid
installments, or the balance of any single sum payment that was deferred by
CLARCOR to assure its deductibility for federal income tax purposes, shall be
made to the Participant's beneficiary, as named in a document filed with the
Secretary of CLARCOR, or if none is so named, to the Participant's surviving
spouse, if any, or, if none, to the estate or estate planning trust of the
Participant, as the Plan Administrator shall determine.
ARTICLE VIII
DEFERRED RETIREMENT
In the event a Participant continues employment beyond his or her Normal
Retirement Date, such Participant shall receive a monthly benefit for his or her
life alone equal to:
The product of
(1) four and one-third (4.333%) percent times the number of years of
such Participant's actual service to CLARCOR and/or
its subsidiaries after attainment of age 40 to the
Participant's Deferred Retirement Date, but not more
than sixty-five (65%) percent; and
(2) the Participant's Average Monthly Compensation computed at
termination;
reduced by
(3) the sum of his or her Pension Retirement Benefits payable at
Normal Retirement Date under the CLARCOR Pension
Plan and the CLARCOR Supplemental Plan.
Payment of benefits pursuant to this Article VIII shall commence on the
Participant's Deferred Retirement Date and shall be subject to the provisions of
Article VII and Article IX of the Plan.
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ARTICLE IX
FORM OF PAYMENT OF BENEFITS
Payment of benefits shall be made either in the form specified in the applicable
Article, in the form of a single sum payment, or in substantially equal
installments payable at least annually over a period not to exceed 10 years.
The form of payment shall be as requested by the Participant prior to the
earliest date benefits are payable, and as approved by the Plan Administrator.
The determination of the single sum shall be based on the unisex mortality
assumptions then being used to calculate alternative benefits under the CLARCOR
Pension Plan and on the immediate interest rate that would be used by the PBGC
for purposes of determining the present value of a lump sum distribution on plan
termination as in effect as of the date of distribution. If payment is to be
made in installments, the principal amount thereof shall be the single sum
payment as calculated above, and interest shall be paid on the unpaid balance at
the prime rate. If all or a part of any payment to be made in any year would
not be deductible by CLARCOR under the provisions of the Internal Revenue Code
of 1986, CLARCOR may, in its discretion, withhold payment of such non deductible
portion and pay that amount in succeeding years, with interest on the unpaid
balance at the prime rate.
ARTICLE X
EXPENSE
Costs and expenses of administering this Plan and providing its benefits will be
paid by CLARCOR. CLARCOR will pay, to the full extent permitted by law, all
legal fees and expenses which the Participant may reasonably incur as a result
of any contest (regardless of the outcome thereof) by CLARCOR, the Participant
or others of the validity or enforceability of, or liability under, any
provision of this Plan or any guarantee of performance thereof (including as a
result of any contest by the Participant about the amount of any payment
pursuant to this Plan), plus in each case interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal
Revenue Code of 1986, as amended.
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ARTICLE XI
INALIENABILITY
No benefit payment under this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge prior to actual receipt thereof by a Participant or his or her spouse or
beneficiary and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge prior to such receipt shall be void; nor shall
CLARCOR be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person entitled to any benefit.
ARTICLE XII
AMENDMENT AND TERMINATION
CLARCOR may amend or terminate this Plan at any time by action of the Board,
without the consent of any Participant or his or her spouse or beneficiaries;
PROVIDED, HOWEVER, that (i) this Plan shall not be amended or terminated so as
to reduce the benefits payable to a Participant to less than the amount the
Participant would have been entitled to receive if he had retired (if he was
then eligible to do so) immediately preceding the effective date of the
amendment or termination, or (if he was not then eligible to retire) if his or
her employment had then terminated under Article V (Relating to Termination of
Employment Prior to Early Retirement), disregarding any minimum required age or
period of service, and (ii) no amendment or termination shall reduce the benefit
payable under this Plan to a Participant whose employment terminated prior to
such amendment or termination, or to a spouse or beneficiary of such
Participant.
ARTICLE XIII
OBLIGATIONS OF SUCCESSORS
CLARCOR will not be a party to any merger, consolidation or reorganization
unless its obligations under this Plan are expressly assumed by its successor or
successors.
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ARTICLE XIV
PARTICIPANT'S RIGHTS
The right of a Participant or any person claiming under this Plan to receive
distributions hereunder shall be an unsecured claim against the general assets
of CLARCOR and no Participant shall have any rights in or against any particular
asset of CLARCOR.
Nothing herein shall confer upon any Participant any right to continue in
CLARCOR's employment.
ARTICLE XV
FORFEITURE OF BENEFITS
Anything to the contrary contained in this Plan notwithstanding, unless the
Board shall otherwise determine in its sole discretion, all benefits paid or
payable to a Participant under this Plan prior to a Change of Control (other
than benefits payable pursuant to Article IV) shall be forfeited if the
Participant, without the prior written consent of CLARCOR, knowingly engages in
(as owner, partner, shareholder, employer, director, officer, agent, consultant
or otherwise), with or without compensation, any business which is in
competition with CLARCOR or any of its subsidiaries or if the Participant,
without the prior written consent of CLARCOR, provides any third party with any
confidential information with respect to CLARCOR or any of its subsidiaries.
ARTICLE XVI
ADMINISTRATION
This Plan shall be administered by the Board which may delegate its duties to or
request advice from its Compensation and Stock Option Committee. Said Board or
Committee in the event of delegation shall have sole discretionary authority to
control and manage the operations and administration of this Plan, including the
authority to construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner and time of payment of any benefits
hereunder, and all other rights and powers necessary and convenient to the
carrying out of its functions hereunder. Any decision by the Board or Committee
shall be final and binding on all parties hereto, subject to the claims
procedure described below.
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Any denial of a claim for benefits hereunder shall be stated in writing, shall
set forth the specific reasons for the denial, and the Participant shall be
given a reasonable opportunity for review and appeal of the decision denying the
claim, all in accordance with the claims procedures set forth in the CLARCOR
Pension Plan for claims with respect to benefits thereunder (the terms of which
are hereby incorporated herein by reference), except that the Board or
Compensation and Stock Option Committee shall act in place of the Pension
Committee under the CLARCOR Pension Plan.
This Plan shall be governed by and subject to applicable Federal laws and the
laws of the State of Illinois.
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