AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
FOR
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AMENDED AND RESTATED
AGREEMENT FOR SUPPLEMENTAL RETIREMENT INCOME
THIS AMENDED AND RESTATED AGREEMENT FOR SUPPLEMENTAL
RETIREMENT INCOME (the "Agreement") is made as of this 2nd day of
March, 1995 by and between 1 , an individual
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(the "Participant") and FLEMING COMPANIES, INC. (the "Company")
with respect to the following:
WHEREAS, the Company and the Participant are parties to
that certain Agreement for Supplemental Retirement Income (the "Old
Agreement") which Agreement was adopted pursuant to the
Supplemental Retirement Income Plan of Fleming Companies, Inc. and
Its Subsidiaries; and
WHEREAS, the Board of Directors of the Company has
adopted the Amended and Restated Supplemental Plan effective
January 1, 1995 (the "Supplemental Plan"); and
WHEREAS, the Company and the Participant desire to
terminate the Old Agreement and replace it with this Agreement.
NOW, THEREFORE, in consideration of mutual covenants
hereinafter contained, the parties hereto agree as follows. All
capitalized words used in this Agreement shall have the same
meaning as such terms are used in the Supplemental Plan unless
specifically denoted otherwise.
1. PURPOSE OF SUPPLEMENTAL PLAN. The purpose of the
Supplemental Plan and this Agreement is to provide to you, the
Participant, the opportunity to earn a Supplemental Income as
provided in this Agreement in order to retain you, as a key
management associate, with the Company. Payment of the
Supplemental Normal Retirement Income shall be made to you in
consideration of future services rendered by you and shall be paid
to you or your Beneficiary as hereinafter provided.
2. MAXIMUM AMOUNT OF TARGET BENEFIT. The maximum
amount of Target Benefit to which you will be entitled at your
Normal Retirement Date will be 2 percent ( 3 %) of your
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Annual Final Compensation. This is your Target Benefit. This
assumes that you will earn 4 years ( 5 ) Years of Credited
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Service as of your Normal Retirement Date.
3. CALCULATION AND MANNER OF PAYMENT OF SUPPLEMENTAL
NORMAL RETIREMENT INCOME.
(a) GENERAL. You, as a Participant, are also a
participant in the Qualified Retirement Plan sponsored by the
Company. Further, you have also earned a benefit in the form of a
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Basic Retirement Income pursuant to the terms of the Qualified
Retirement Plan as of the Effective Date or a date subsequent
thereto. Your Supplemental Normal Retirement Income will equal the
difference between the applicable Target Benefit selected for you
by the Committee and the Offset Amounts otherwise payable to you as
of your applicable Retirement Date, consisting of the following:
(1) the amount payable to you under Fleming's
Qualified Retirement Plan; and
(2) Social Security amount payable to you and
your spouse.
(b) MANNER OF PAYMENT OF SUPPLEMENTAL NORMAL
RETIREMENT INCOME. The Supplemental Normal Retirement Income will
be paid to you and your Beneficiary, if applicable, in the manner
elected by you below: (Check One Box Only)
METHODS OF PAYMENT
1. [ ] Life of Participant Only
2. [ ] 50% Joint Annuitant Survivor Benefit
3. [ ] 75% Joint Annuitant Survivor Benefit
4. [ ] 100% Joint Annuitant Survivor Benefit
5. [ ] 5 Year Period Certain
6. [ ] 10 Year Period Certain
7. [ ] 15 Year Period Certain
The actual amounts payable at retirement or death will depend upon
your age and/or your Beneficiary. Refer to Exhibit "A" for a
complete description of the Methods of Payment.
(c) CALCULATION. Exhibit "B" hereto contains an
example calculation of Supplemental Normal Retirement Income
assuming a retirement at age 65 and Exhibit "C" hereto contains an
example calculation of Supplemental Early Retirement Income
assuming retirement at age 55.
4. COMMENCEMENT OF SUPPLEMENTAL RETIREMENT INCOME.
Subject to the provisions of Section 9.2 of the Supplemental Plan,
based upon the manner of payment elected by you for payment of your
Supplemental Normal Retirement Income, payments shall actually
commence as of your Early Retirement Date (only with the consent of
the Committee), Normal Retirement Date, Disability Retirement Date,
Postponed Retirement Date, or date of death, as the case may be,
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and shall be payable monthly to you or your Beneficiary, as the
case may be, until payments cease as provided hereafter.
5. AMENDMENT OR TERMINATION. This Agreement may be
amended or terminated only with the consent of the Company and you,
the Participant.
6. EXPENSES. The expenses of administering this
Agreement shall be borne by the Company and shall not be charged
against your Supplemental Normal Retirement Income.
7. APPLICABLE LAW. The provisions of this Agreement
shall be construed, administered and enforced according to the laws
of the State of Oklahoma.
8. NO TRUST. No action under this Agreement by the
Company or its Board of Directors shall be construed as creating a
trust, escrow or other secured or segregated fund, in favor of you
or your Beneficiary, or any other person otherwise entitled to your
Supplemental Normal Retirement Income and accruals thereon. The
status of you and your Beneficiary with respect to any liabilities
assumed by the Company hereunder shall be solely those of unsecured
creditors of the Company. Any asset acquired or held by the
Company in connection with liabilities assumed by it hereunder,
shall not be deemed to be held under any trust, escrow or other
secured or segregated fund for the benefit of the you or your
Beneficiary or to be security for the performance of the
obligations of the Company, but shall be, and remain a general,
unpledged, unrestricted asset of the Company at all times subject
to the claims of general creditors of the Company.
9. NO ASSIGNABILITY. Neither you, your Beneficiary,
nor any other person shall acquire any right to or interest in any
Supplemental Normal Retirement Income and accruals thereon,
otherwise than by actual payment in accordance with the provisions
of this Agreement, or have any power to transfer, assign,
anticipate, pledge, mortgage or otherwise encumber, alienate or
transfer any rights hereunder in advance of any of the payments to
be made pursuant to the Agreement or any portion thereof which is
expressly declared to be nonassignable and nontransferable. No
right or benefit hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities, or torts of the
person entitled to such benefit. If you or your Beneficiary should
become bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge any right to a benefit hereunder or
under the Supplemental Plan, then such right or benefit shall, in
the discretion of the Committee, cease and terminate, and, in such
event, the Committee may hold or apply the same or any part thereof
for the benefit of you and your Beneficiary, in such manner and in
such portion as the Committee, in its sole and absolute discretion,
may deem proper.
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10. AGREEMENT DOES NOT GUARANTEE CONTINUED EMPLOYMENT OF
PARTICIPANT. The execution of this Agreement by the Company and
you, as the Participant, in no way whatsoever guarantees the
continuation of employment of you with the Company. Further,
notwithstanding any provision contained in this Agreement or the
Supplemental Plan which may imply or specify to the contrary,
except as provided in the Supplemental Plan, your right to receive
a Supplemental Normal Retirement Income (or any other benefit)
under this Agreement or the Supplemental Plan shall at all times be
forfeitable prior to the specific date that you first satisfy the
requirements for actually retiring on your applicable Retirement
Date or as of the date of your death, as the case may be.
Accordingly, in the event of termination of employment of
Participant prior to such applicable date (except as specifically
provided in the Supplemental Plan) neither you nor your
Beneficiary, or any other person shall be entitled to any benefit
pursuant to the terms of this Agreement or the Supplemental Plan.
11. WITHHOLDING. The Company and the Participant shall
comply with all federal and state laws and regulations respecting
the withholding, deposit and payment of any income, employment or
other taxes relating to any payments or rights to payments under
this Agreement.
12. DESIGNATION OF BENEFICIARY.
(a) You, as the Participant, hereby designate the
following individual as your Beneficiary to receive any
Supplemental Death Benefit (including any benefit to be paid to
such Beneficiary as the surviving "joint annuitant" pursuant to
Section 3(b) hereof) payable to you under this Agreement or the
Supplemental Plan in the event of your death:
Name Address Relationship
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(b) You understand that during your lifetime, you
may at any time change the Beneficiary designated herein by
delivering to the Committee a new designation of a Beneficiary.
13. RELATIONSHIP BETWEEN AGREEMENT AND SUPPLEMENTAL
PLAN. This Agreement has been entered into by and between Company
and Participant in accordance with and pursuant to authority
granted to the Committee pursuant to the terms and provisions of
the Supplemental Plan. In the event that there develops a conflict
between this Agreement and the terms and provisions of the
Supplemental Plan, the terms and provisions of the Supplemental
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Plan, as interpreted by the Committee in its sole discretion, shall
control and be final and conclusive.
14. LIMITATION ON PAYMENT OF BENEFITS. The payment of
the Supplemental Normal Retirement Income as provided in this
Agreement shall accrue and be payable to you or your Beneficiary,
as the case may be, only at such times and upon the occurrence of
such conditions as heretofore described. In no event whatsoever
shall you or your Beneficiary have any right, claim, or interest of
any kind whatsoever in any future payments of such Supplemental
Normal Retirement Income and such payments shall accrue and be
payable only on a monthly basis as provided hereinabove. In no
event may you or your Beneficiary be entitled to receive a lump sum
payment or other sum approximating the right to receive any future
payments of Supplemental Normal Retirement Income hereunder.
15. TERMINATION OF OLD AGREEMENT. Effective as of the
date of the execution and delivery of this Agreement, the Old
Agreement shall be terminated and of no further force and effect.
16. EFFECTIVE DATE. This Agreement shall be effective
from and after the day and year first above written.
DATED the day and year first above written.
FLEMING COMPANIES, INC., an Oklahoma
corporation
By
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Larry A. Wagner, Senior Vice
President-Human Resources
"COMPANY"
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(6)
"PARTICIPANT"
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EXHIBIT "A"
DESCRIPTION OF METHODS OF PAYMENT
METHOD 1 - Life of
Participant Only: A Supplemental Normal Retirement
Income will be paid for your life
only. Upon your death, all payments
of Supplemental Normal Retirement
Income shall cease.
METHOD 2 - 50%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental
Normal Retirement Income will be paid
to you for your life, then, at your
death 50% of such amount shall be paid
to your surviving Beneficiary. In the
event that your surviving Beneficiary
has predeceased you, or should
otherwise die after your death, then
no further payments will be paid under
Method 2 or this Agreement.
METHOD 3 - 75%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental
Normal Retirement Income will be paid
to you for your life, then, at your
death 75% of such amount shall be paid
to your surviving Beneficiary. In the
event that your surviving Beneficiary
has predeceased you, or should
otherwise die after your death, then
no further payments will be due under
Method 3 or this Agreement.
METHOD 4 - 100%
Joint Annuitant
Survivor Benefit: A reduced amount of Supplemental
Normal Retirement Income will be paid
to you for your life, then, at your
death 100% of such amount shall be
paid to your surviving Beneficiary.
In the event that your surviving
Beneficiary has predeceased you, or
should otherwise die after your death,
then no further payments will be due
under Method 4 or this Agreement.
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METHOD 5 - 5 Year
Period Certain: A reduced amount of Supplemental
Normal Retirement Income will be paid
for a period of 5 years certain.
After the expiration of such 5 year
period, payments shall then continue
for your life in the same amount. In
the event of your death during the 5
year period certain, then, the balance
of such payments due only during such
5 year period will be paid to your
surviving Beneficiary. After the
expiration of such 5 year period, then
all payments shall cease. In the
event of the expiration of such 5 year
period, and you die, then, no further
benefits will be paid under METHOD 5
or this Agreement.
METHOD 6 - 10 Year
Period Certain: A reduced amount of Supplemental
Normal Retirement Income shall be paid
for a period of 10 years certain.
After the expiration of such 10 year
period, payments shall then continue
for your life in the same amount. In
the event of your death during the 10
year period certain, then, the balance
of such payments due only during such
10 year period will be paid to your
surviving Beneficiary. After the
expiration of such 10 year period,
then all payments shall cease. In the
event of the expiration of such 10
year period, and you die, then, no
further benefits will be paid under
METHOD 6 or this Agreement.
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METHOD 7 - 15 Year
Period Certain: A reduced amount of Supplemental
Normal Retirement Income shall be paid
for a period of 15 years certain.
After the expiration of such 15 year
period, payments shall then continue
for your life in the same amount. In
the event of your death during the 15
year period certain, then, the balance
of such payments due only during such
15 year period will be paid to your
surviving Beneficiary. After the
expiration of such 15 year period,
then all payments shall cease. In the
event of the expiration of such 15
year period, and you die, then, no
further benefits will be paid under
METHOD 7 or this Agreement.
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EXHIBIT "B"
EXAMPLE OF CALCULATION OF SUPPLEMENTAL NORMAL
RETIREMENT INCOME ASSUMING RETIREMENT AT AGE 65
ASSUMPTIONS:
- Final Average Earnings = $200,000
- Category I Participant
- 28 Years Service
- Retire at 65
- Estimated SSA = 13,610
- Spousal SSA = 6,805
- "B" Account = 120,000
- Annual Pension = $ 53,582
CALCULATIONS:
Final Average Earnings $200,000
SERP Target x .68
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$136,000
Less "B" Acct. Equivalent - 14,748
Less Pension - 53,582
Less Age 65 Primary SSA - 13,610
Less Spousal SSA - 6,805
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Annual Life Only SERP $ 47,255
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EXHIBIT "C"
EXAMPLE OF CALCULATION OF SUPPLEMENTAL EARLY
RETIREMENT INCOME ASSUMING RETIREMENT AT AGE 55
ASSUMPTIONS:
- Final Average Earnings = $200,000
- Category I Participant
- 28 Years Service
- Retire at 55
- Estimated SSA = 13,610
- Spousal SSA = 6,805
- "B" Account = 120,000
- Annual Pension = $ 24,899
CALCULATIONS:
Final Average Earnings $200,000
SERP Target x .68
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$136,000
Less 42% Early Retire. Reduct. - 57,120
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78,880
Less "B" Acct. Equivalent - 12,024
Less Pension - 24,899
Less Age 65 Primary SSA - 13,610
Less Spousal SSA - 6,805
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Annual Life Only SERP $ 21,542
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