EXHIBIT 10.2(b)
CLARCOR INC.
1994 SUPPLEMENTAL PENSION PLAN
(EFFECTIVE DECEMBER 1, 1994)
CLARCOR INC.
1994 SUPPLEMENTAL PENSION PLAN
CLARCOR Inc., a Delaware corporation ("CLARCOR"), hereby adopts, effective as of
December 1, 1994, this unfunded 1994 Supplemental Pension Plan ("Plan")
providing for the payment of certain retirement and other benefits to
Participants (as hereinafter defined):
ARTICLE I
PURPOSE
This Plan is intended (i) to provide participants in the CLARCOR Pension Plan
(as hereinafter defined) with total retirement or termination benefits that, but
for the provisions of certain limitations of the Internal Revenue Code, would be
provided by the CLARCOR Pension Plan; and (ii) to provide for selected officers
or key employees of CLARCOR or a subsidiary who are not participants in the
CLARCOR Pension Plan total retirement or termination benefits comparable to
those provided by the CLARCOR Pension Plan.
ARTICLE II
DEFINITIONS
For all purposes of the Plan, words and phrases as used herein with the initial
letter capitalized shall have the respective meanings stated:
BENEFIT LIMITATIONS means the provisions of Sections 401(a)(17) and 415, or
their successors, of the Internal Revenue Code of 1986, as amended and in force
from time to time.
BOARD means the Board of Directors of CLARCOR Inc.
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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 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.
PARTICIPANT means an officer or key employee of CLARCOR or a subsidiary who (i)
is a participant in the CLARCOR Pension Plan and whose anticipated benefit level
under that plan is subject to reduction as a result of the Benefit Limitations,
or (ii) who is otherwise designated by the Board as a Participant in the Plan.
PBGC means the Pension Benefit Guaranty Corporation.
PLAN means the CLARCOR Inc. 1994 Supplemental Pension Plan, as set forth herein.
PLAN ADMINISTRATOR means the individuals or entity responsible for
administration of the Plan determined in accordance with Article XI of the Plan.
ARTICLE III
ADDITIONAL BENEFITS
Each Participant shall be entitled to receive total retirement or termination
benefits with respect to his or her total period of service for CLARCOR and its
subsidiaries that are equal to the benefits that the Participant would have
received (i) if he or she were a Participant under the CLARCOR Pension Plan
during the entire period of such service, and (ii) if the CLARCOR Pension Plan
did not contain the Benefit Limitations. If upon retirement or other
termination a Participant (or spouse, beneficiary or other person entitled to
receive benefits on behalf of a Participant) shall receive from the
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CLARCOR Pension Plan, and from all other tax qualified retirement plans of
CLARCOR and its subsidiaries, total retirement or other termination benefits
that are less than the amount described in the preceding sentence, such
Participant (or other person) shall be entitled to receive, as a benefit under
this Plan, an amount equal to the deficiency. If, and to the extent that,
retirement or termination benefits are payable under a tax qualified retirement
plan other than the CLARCOR Pension Plan, the Plan Administrator shall determine
the actuarial equivalent value of the benefits payable under such plan and apply
such value in determining the amount of such deficiency.
ARTICLE IV
FORM OF PAYMENT OF BENEFITS
The benefits payable under Article III of this Plan shall be paid at the same
time, in the same manner and form and to the same persons as are entitled to
receive the benefit payable under the CLARCOR Pension Plan to which such benefit
relates. However, the Participant (or other recipient, as appropriate) may
request that such benefits shall be paid in the form of a single sum payment.
Request for a single sum payment shall be made by the Participant prior to the
earliest date benefits are payable, and shall require the approval of 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 a single sum and the full amount of the single sum
would not be deductible by CLARCOR, under the provisions of the Internal Revenue
Code of 1986 if paid in one year, CLARCOR may, in its discretion, withhold
payment of any portion that would not be deductible and pay that amount in
succeeding years to the extent that it is deductible by CLARCOR. Interest shall
be paid on the unpaid balance at the prime rate.
ARTICLE V
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
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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.
ARTICLE VI
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 VII
AMENDMENT AND TERMINATION OF THIS PLAN
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) or otherwise terminated his employment immediately
preceding the effective date of the amendment or termination; 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.
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ARTICLE VIII
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.
ARTICLE IX
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 X
FORFEITURE OF BENEFITS
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.
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 shall be forfeited if the Participant,
prior to a Change of Control and 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.
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ARTICLE XI
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.
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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