BEMIS COMPANY, INC.
SUPPLEMENTAL RETIREMENT PLAN
Article I
GENERAL
Sec. 1.1 NAME OF PLAN. The name of the plan set forth herein is "Bemis
Company, Inc. Supplemental Retirement Plan." It is sometimes referred to herein
as the "Plan".
Sec. 1.2 PURPOSE. The Plan has been established for the following
purposes:
(a) To provide the additional benefits which would have been
provided under the Bemis Retirement Plan (hereinafter
referred to as the "Retirement Plan") but for the limitations
imposed by Section 415 of the Internal Revenue Code (the
"Code") and/or Retirement Plan Sec. 8.12 or any successor to
either of said sections. By providing such benefits, the
Plan is an "excess benefit plan" under Section 3(36) of the
Employee Retirement Income Security Act of 1974 ("ERISA").
(b) To provide benefits which would have been payable under the
Retirement Plan but for the $200,000 annual limit on covered
compensation imposed by Code section 401(a)(17). By
providing such benefits, the Plan provides deferred
compensation for a select group of management or highly
compensated employees and therefore is exempt from most
requirements of ERISA.
(c) To provide benefits which would have been payable under the
Retirement Plan but for an election or elections by an
individual employee to defer compensation into a later year
or years. By providing such benefits, the Plan provides
deferred compensation for a select group of management or
highly compensated employees and therefore is exempt from
most requirements of ERISA.
Sec. 1.3 DEFINITIONS. Unless otherwise specified herein, capitalized
terms used herein shall have the meanings specified in the Retirement Plan as
amended from time to time.
Sec. 1.4 PARTICIPATING EMPLOYERS. Each employer which is a Participating
Employer under the Retirement Plan is also a Participating Employer under this
Plan, except that Morgan Adhesives Company sponsors a separate Supplemental
Retirement Plan and therefore is not a Participating Employer under this Plan.
Article II
BENEFITS
Sec. 2.1 ELIGIBILITY TO RECEIVE A BENEFIT. If a person's Termination of
Employment occurs under circumstances that a benefit is payable under the
Retirement Plan to him or his surviving spouse, contingent annuitant, or
beneficiary, a benefit shall also be payable under this Plan if the benefit
under the Retirement Plan is limited for one or more of the reasons listed in
Sec. 1.2(a), (b), and (c). Each employee or former employee eligible to receive
a benefit under the Plan is a "Participant" in the Plan.
Sec. 2.2 AMOUNT PAYABLE. The benefit payable with respect to a
Participant shall be paid in a single sum promptly after the date his pension
commences under the Retirement Plan, subject to the following:
(a) Said benefit shall be in an amount equal to the Actuarial
Equivalent of the Participant's "Supplemental Pension" as
defined in subsection (c).
(b) Actuarial Equivalents under this Plan shall be determined
under the actuarial assumptions the Retirement Plan uses to
convert monthly benefits to single sums.
(c) The "Supplemental Pension" of a Participant for purposes of
determining the single sum amount payable under this Plan is
a monthly pension for each month a pension is payable to the
Participant or to his surviving spouse, contingent
annuitant, or beneficiary under the Retirement Plan in a
monthly amount equal to the amount, if any, by which (1)
exceeds (2):
(1) The monthly amount which would have been payable to the
Participant or his surviving spouse, contingent
annuitant, or beneficiary under the Retirement Plan for
that month if:
(A) The limitations imposed by Code section 415 and/or
Retirement Plan Sec. 8.12 or any successor to
either of said sections were not applicable.
(B) The $200,000 limit referred to in Sec. 1.2(b) were
not applicable.
(C) The Participant had received all compensation when
it was first available for payment, and he had not
elected to
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defer payment of any portion of his compensation
to a later year.
Said monthly amount shall be calculated under the
settlement option or form of payment under which
benefits are being paid by the Retirement Plan.
(2) The monthly amount actually payable under the
Retirement Plan to the Participant or his surviving
spouse, contingent annuitant or beneficiary for that
month under the settlement option or form of payment
under which benefits are paid.
(d) If the Participant's death occurs prior to the date his
monthly pension begins under the Retirement Plan, and death
benefits are payable under the Retirement Plan to his
surviving spouse, contingent annuitant, or beneficiary, the
monthly amount of the Supplemental Pension shall be
determined by reference to the benefits payable to said
person rather than by reference to the pension the
Participant would have received had he lived.
Sec. 2.3 TO WHOM PAYABLE. If the Participant is alive on the commencement
date of his pension under the Retirement Plan:
(a) The single sum amount shall be the Actuarial Equivalent of
the entire Supplemental Pension with respect to him
including both benefits payable during his lifetime and
benefits payable after his death.
(b) Said single sum amount will be paid in full to the
Participant and no portion thereof will be payable to his
spouse, contingent annuitant, or other beneficiary.
If the Participant dies prior to the date his pension under the Retirement Plan
commences, and a benefit is payable with respect to him under the Retirement
Plan to his surviving spouse, contingent annuitant, or beneficiary, the benefits
under this Plan shall be paid to said person.
Sec. 2.5 INDIVIDUAL AGREEMENTS. Benefits provided by this Plan may be
evidenced by individual employment agreements between the Company and
individuals who are or may become eligible for such benefits. Benefits provided
by the Plan will be paid to an individual regardless of whether those benefits
are evidenced by an individual employment agreement. Any such individual
agreement may provide for additional benefits over and above those provided by
this Plan.
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Article III
AMENDMENT OR TERMINATION
Sec. 3.1 AMENDMENT. The Company, by action of the Board, may amend
the Plan from time to time.
Sec. 3.2 TERMINATION. The Company, by action of the Board, may
terminate the Plan.
Sec. 3.3 PRESERVATION OF BENEFITS. Notwithstanding any provisions of
Sec. 3.1 or Sec. 3.2 to the contrary:
(a) No amendment or termination of the Plan under said sections shall
have the effect of reducing a Participant's aggregate benefit
under this Plan and the Bemis Retirement Plan to less than the
amount which would have been payable to him if the amendment or
termination had not occurred, said amount to be based solely on
his compensation and service prior to the effective date of the
amendment or termination.
(b) If an Event occurs, the Company may not take action after said
Event to curtail benefits hereunder with respect to persons who
were employees of the Company or its Affiliates immediately prior
to the Event. An "Event" shall be deemed to have occurred if
(1) a majority of the Board shall be persons other than persons
(A) for whose election proxies shall have been solicited by the
Board or (B) who are then serving as directors appointed by the
Board to fill vacancies on the Board caused by death or
resignation (but not removal) or to fill newly-created
directorships; or (2) a majority of the voting stock of the
Company or all or substantially all of the assets of the Company
are acquired or held by any person (other than a subsidiary of
the Company) or group of persons, acting in concert, which does
not include the Participant, whether by acquisition of assets,
merger, consolidation, tender or exchange offer for shares, or
otherwise; or (3) the Company is merged into or consolidated with
another corporation (other than a subsidiary of the Company)
unless a majority of the voting stock of the surviving
corporation is, immediately following the merger or
consolidation, held by the Participant (or a group of persons,
including the Participant, acting in concert).
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