GULFSTREAM AEROSPACE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of April 1, 1991)
GULFSTREAM AEROSPACE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of April 1, 1991)
TABLE OF CONTENTS
ARTICLE I. ESTABLISHMENT AND PURPOSE
1.1 Establishment of Plan 1
1.2 Purpose of Plan 1
ARTICLE II. DEFINITIONS
2.1 Aerospace Plan 2
2.2 Affiliate 2
2.3 Beneficiary 2
2.4 Boards of Directors 2
2.5 Committee 2
2.6 Companies 2
2.7 Earliest Retirement Age 2
2.8 Employee 2
2.9 Employer 3
2.10 Participant 3
2.11 Qualified Joint and Survivor Annuity 3
2.12 Supplemental Plan 3
2.13 Technologies Plan 3
2.14 Vesting Service 3
ARTICLE III. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility 4
3.2 Participation 4
ARTICLE IV. BENEFITS
4.1 Supplemental Retirement Benefits 5
4.2 Deferred Supplemental Retirement Benefits 8
4.3 Form of Payment 9
4.4 Preretirement Death Benefits 9
4.5 Payment of Small Amounts 11
GULFSTREAM AEROSPACE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of April 1, 1991)
TABLE OF CONTENTS
(Continued)
ARTICLE V. FINANCING
5.1 Financing 12
5.2 Unsecured Interest 12
ARTICLE VI. BENEFICIARY
6.1 Payments to Beneficiary 13
ARTICLE VII. ADMINISTRATION
7.1 Administration 14
7.2 Appeals from Denial of Claims 14
7.3 Tax Withholding 16
7.4 Expenses 16
ARTICLE VIII. ADOPTION OF THE PLAN BY AFFILIATE;
AMENDMENT AND TERMINATION OF THE PLAN
8.1 Adoption of the Plan by Affiliate 17
8.2 Amendment and Termination 17
ARTICLE IX. MISCELLANEOUS PROVISIONS
9.1 No Contract of Employment 18
9.2 Severability 18
9.3 Applicable Law 18
ii
GULFSTREAM AEROSPACE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective as of April 1, 1991)
ARTICLE I. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT OF PLAN. Gulfstream Aerospace Corporation
(Georgia) and Gulfstream Aerospace Corporation (Oklahoma) hereby establish a
supplemental retirement plan for selected Employees. The plan is effective
April 1, 1991 and shall be known as the Gulfstream Aerospace Corporation
Supplemental Executive Retirement Plan (the "Supplemental Plan").
The Supplemental Plan is an unfunded plan of deferred compensation for a select
group of management or highly compensated employees. The Supplemental Plan,
therefore, is intended to be exempt from the participation, vesting, funding,
and fiduciary requirements of Title I of the Employee Retirement Income Security
Act of 1974.
1.2 PURPOSE OF PLAN. The purpose of this Supplemental Plan is to ensure
that selected Employees receive a total retirement benefit equal to the amounts
that would have been payable under the Gulfstream Aerospace Corporation Pension
Plan and the Gulfstream Aerospace Technologies Salaried Employees' Pension Plan
if those plans had not been amended in certain respects to comply with the Tax
Reform Act of 1986.
1
ARTICLE II. DEFINITIONS
Whenever used in this Supplemental Plan, the following terms shall have the
meanings set forth below unless otherwise expressly provided. When the defined
meaning is intended, the term is capitalized. The definition of any term in the
singular shall also include the plural, whichever is appropriate in the context.
2.1 "AEROSPACE PLAN" means the Gulfstream Aerospace Corporation Pension
Plan, as it may be amended from time to time.
2.2 "AFFILIATE" means any corporation, association, joint venture,
proprietorship, or partnership while it is connected with a Company through
stock ownership, common control, membership in an affiliated service group, or
otherwise within the meaning of section 414(b), (c), (m), and (o) of the
Internal Revenue Code of 1986.
2.3 "BENEFICIARY" means the Participant's "Beneficiary" as determined
under the Aerospace Plan or the Technologies Plan (as applicable).
2.4 "BOARDS OF DIRECTORS" means the Boards of Directors of the Companies.
2.5 "COMMITTEE" means the committee appointed by the Boards of Directors
to administer the Plan.
2.6 "COMPANIES" means Gulfstream Aerospace Corporation (Georgia) and
Gulfstream Aerospace Corporation (Oklahoma).
2.7 "EARLIEST RETIREMENT AGE" means the earliest date on which a
Participant could begin to receive benefits under section 4.1.
2.8 "EMPLOYEE" means any person who is employed by an Employer. Where
the context requires, the term "Employee" shall also refer to a former Employee.
2
2.9 "EMPLOYER" means the Companies and any Affiliate that elects to
become a party to the Supplemental Plan with the approval of the Companies.
2.10 "PARTICIPANT" means an individual who has met and continues to meet
the eligibility requirements described in section 3.1.
2.11 "QUALIFIED JOINT AND SURVIVOR ANNUITY" means the "Qualified Joint and
Survivor Annuity" as defined in the Aerospace Plan or the Technologies Plan (as
applicable).
2.12 "SUPPLEMENTAL PLAN" means this Gulfstream Aerospace Corporation
Supplemental Executive Retirement Plan, as it may be amended from time to time.
2.13 "TECHNOLOGIES PLAN" means the Gulfstream Aerospace Technologies
Salaried Employees' Pension Plan, as it may be amended from time to time.
2.14 "VESTING SERVICE" means "Vesting Service" as determined under the
Aerospace Plan.
3
ARTICLE III. ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY . An Employee shall be eligible to participate in
this Supplemental Plan if--
(a) he or she is (or, at his or her termination of employment, was) a
member of a select group of management or highly compensated
employees; and
(b) he or she is designated as eligible to participate by the
Committee.
3.2 PARTICIPATION. Unless otherwise specified by the Committee, an
Employee who has satisfied the eligibility requirements of section 3.1 shall
become a Participant on the first day of the month following the date on which
the Committee designates the Employee as a Participant.
4
ARTICLE IV. BENEFITS
4.1 SUPPLEMENTAL RETIREMENT BENEFITS.
(a) ELIGIBILITY. A Participant who terminates employment after
becoming eligible for a benefit under the Aerospace Plan or the
Technologies Plan shall be eligible for a benefit under this
Supplemental Plan.
(b) AMOUNT.
(1) AEROSPACE PLAN PARTICIPANTS. A Participant eligible for a
benefit under the Aerospace Plan shall be entitled to a monthly
benefit under this Supplemental Plan equal to--
(A) the monthly benefit that would have been payable
to the Participant under the Aerospace Plan in the form of a
single life annuity if the benefit accrued by the
Participant (if any) for the period from January 1, 1989
through December 31, 1990 had been calculated under section
5.1 of the Aerospace Plan as in effect on December 31, 1988,
but limited in accordance with section 401(a)(17) of the
Internal Revenue Code;
reduced by--
(B) the monthly benefit that is payable to the
Participant under the Aerospace Plan in the form of a single
life annuity.
(2) TECHNOLOGIES PLAN PARTICIPANTS. A Participant
eligible for a benefit under the Technologies Plan shall be
entitled to a monthly benefit under this Supplemental Plan equal
to--
5
(A) the monthly benefit that would have been payable
to the Participant under the Technologies Plan in the form
of a single life annuity if this benefit had been calculated
under section 5.1 of the Technologies Plan as in effect on
December 31, 1988, but limited in accordance with section
401(a)(17) of the Internal Revenue Code;
reduced by--
(B) the monthly benefit that is payable to the
Participant under the Technologies Plan in the form of a
single life annuity.
(3) In the case of a Participant whose benefits commence
prior to attaining age 65, the monthly benefit amounts described
in paragraphs (1) and (2) shall be reduced in accordance with the
reduction factors for early retirement provided in the Aerospace
Plan or the Technologies Plan (as applicable).
(c) COMMENCEMENT.
(1) AEROSPACE PLAN PARTICIPANTS. Subject to paragraph (3)
(commencing benefits at age 70 1/2) and section 4.2 (providing for
deferred benefits), monthly supplemental retirement benefits
shall begin as follows for Participants who are eligible for a
benefit under the Aerospace Plan.
(A) In the case of any such Participant who has completed
at least 20 years of Vesting Service, benefits shall begin
as of the first day of the month that coincides with or next
follows the later of--
(i) the Participant's termination of employment; or
6
(ii) the date on which the Participant attains age 50.
(B) In the case of any such Participant who is hired before
October 1, 1988 and who has not completed at least 20 years
of Vesting Service, benefits shall begin as of the first day
of the month that coincides with or next follows the later
of--
(i) the Participant's termination of employment; or
(ii) the date on which the Participant attains age 60.
(C) In the case of any such Participant who is hired on or
after October 1, 1988 and who has completed at least ten
years (but fewer than 20 years) of Vesting Service, benefits
shall begin as of the first day of the month that coincides
with or next follows the later of--
(i) the Participant's termination of employment; or
(ii) the date on which the Participant attains age 60.
(D) In the case of any such Participant who is hired
on or after October 1, 1988 and who has not completed at
least ten years of Vesting Service, benefits shall begin as
of the first day of the month that coincides with or next
follows the later of--
(i) the Participant's termination of employment; or
(ii) the date on which the Participant attains age 65.
(2) TECHNOLOGIES PLAN PARTICIPANTS. Subject to paragraph (3)
(commencing benefits at age 70 1/2) and section 4.2 (providing for
deferred benefits), monthly supplemental retirement benefits for
Participants who are eligible
7
for a benefit under the Technologies Plan shall begin as of the
first day of the month that coincides with or next follows the
later of--
(A) the Participant's termination of employment; or
(B) the date on which the Participant attains age 55.
(3) REQUIRED COMMENCEMENT DATE. In any event monthly supplemental
retirement benefits shall begin no later than the April 1
following the calendar year in which the Participant attains age
70 1/2, in accordance with section 401(a)(9) of the Internal
Revenue Code.
4.2 DEFERRED SUPPLEMENTAL RETIREMENT BENEFITS.
(a) DELAYED COMMENCEMENT. The Committee, in its sole and absolute
discretion, may delay the commencement of a retirement benefit payable
under section 4.1 beyond the applicable date specified in section
4.1(c). Monthly retirement benefits may begin as of the first day of
any month following the date so specified, as provided by the
Committee, but in no event may the Committee delay the commencement
date of benefits past the first day of the month that coincides with
or next follows the date on which the Participant attains age 65.
(b) AMOUNT. If the Committee elects to delay the commencement of a
Participant's retirement benefit under subsection (a), the amount
payable as of the delayed commencement date shall be adjusted in
accordance with the Aerospace Plan or the Technologies Plan (as
applicable) to reflect this delay.
8
4.3 FORM OF PAYMENT.
(a) NORMAL FORM. Except as otherwise provided in subsection (b) and
section 4.5 (regarding payment of small amounts), benefits under
sections 4.1 and 4.2 shall be paid in the form of--
(1) a single life annuity for a Participant who is not married when
benefit payments under this Supplemental Plan begin; or
(2) a Qualified Joint and Survivor Annuity for a Participant who is
married when benefit payments under this Supplemental Plan begin.
(b) OPTIONAL FORMS. In lieu of the normal form of payment described in
subsection (a), the Committee may direct, in its sole and absolute
discretion, that benefits under this Supplemental Plan be paid in one of
the optional forms of payment available under the Aerospace Plan or the
Technologies Plan (as applicable). Monthly payments under any optional
form of payment shall be adjusted in the manner described in the Aerospace
Plan or the Technologies Plan (as applicable) so that payments under the
optional form are the actuarial equivalent of payments under the normal
form described in subsection (a).
4.4 PRERETIREMENT DEATH BENEFITS.
(a) ELIGIBILITY. The surviving spouse of a married Participant shall be
eligible to receive a monthly preretirement death benefit if the
Participant dies after becoming eligible for a benefit under the
Aerospace Plan or the Technologies Plan, but before benefits under
this Supplemental Plan begin.
(b) AMOUNT. The monthly payments to an eligible surviving spouse under
subsection (a) shall equal the amounts that would have been payable as
a survivor annuity under the Qualified Joint and Survivor Annuity if--
9
(1) in the case of a Participant who dies after attaining Earliest
Retirement Age, the Participant had retired with an immediate
Qualified Joint and Survivor Annuity on the day before his or her
death; or
(2) in the case of a Participant who dies on or before Earliest
Retirement Age, the Participant had terminated employment on the
date of death (if employment had not yet terminated), survived to
Earliest Retirement Age, retired with an immediate Qualified
Joint and Survivor Annuity on Earliest Retirement Age, and died
on the day after the day on which he or she would have attained
Earliest Retirement Age.
(c) COMMENCEMENT. Preretirement death benefits shall begin as of the
first day of the month that coincides with or next follows--
(1) the date on which the Participant would have attained Earliest
Retirement Age (in the case of a Participant who dies prior to
attaining Earliest Retirement Age); or
(2) the date of the Participant's death (in the case of a Participant
who dies on or after attaining Earliest Retirement Age).
Notwithstanding the foregoing, the Committee may elect, in its
sole and absolute discretion, to delay commencement of the
preretirement death benefit until the first day of any month that
coincides with or next follows the date on which the Participant
would have attained age 65. The monthly amount of any
preretirement death benefit so delayed by the Committee shall be
adjusted in accordance with the Aerospace Plan or the
Technologies Plan (as applicable) to reflect this delay.
10
4.5 PAYMENT OF SMALL AMOUNTS. If the single sum actuarial equivalent
of the monthly benefit payable to any person under the Supplemental Plan is less
than $3,500, the Committee may direct, in its sole and absolute discretion, that
the benefit shall be paid in a single sum as soon as practicable following the
Participant's termination of employment or death (whichever is applicable). For
this purpose, actuarial equivalence shall be determined in accordance with the
actuarial assumptions described in the Aerospace Plan or the Technologies Plan
(as applicable).
11
ARTICLE V. FINANCING
5.1 FINANCING. The benefits under this Supplemental Plan shall be paid
out of the general assets of the Employers, except to the extent they are paid
from the assets of a grantor trust established by an Employer to pay these
benefits.
5.2 UNSECURED INTEREST. No Participant shall have any interest
whatsoever in any specific asset of the Employers. To the extent that any
person acquires a right to receive payments under this Supplemental Plan, this
right shall be no greater than the right of any unsecured general creditor of
the Employers.
12
ARTICLE VI. BENEFICIARY
6.1 PAYMENTS TO BENEFICIARY. Upon the Participant's death, his or her
Beneficiary shall receive any amount due under an optional form of payment
described in section 4.3(b).
If the Participant and the Beneficiary die before all benefits under the
Supplemental Plan have been paid, these remaining benefits shall be paid as
follows.
(a) If the Beneficiary dies before the Participant, the present value
of the benefits payable after the Participant's death shall be paid
to the Participant's estate in a single sum.
(b) If the Beneficiary dies after the Participant, the present value of
the remaining payments shall be paid to the Beneficiary's estate in
a single sum.
For these purposes, the determination of present value shall be made in
accordance with the actuarial assumptions described in the Aerospace Plan or the
Technologies Plan (as applicable).
13
ARTICLE VII. ADMINISTRATION
7.1 ADMINISTRATION. The Supplemental Plan shall be administered by the
Committee. A majority of the members of the Committee at the time in office
shall constitute a quorum for the transaction of business. All resolutions and
other actions taken by the Committee at any meeting shall be by a majority vote
of those present at the meeting. Upon the unanimous concurrence in writing of
all Committee members, action of the Committee may be taken other than at a
meeting.
The Committee shall have all powers necessary or appropriate to carry out the
provisions of the Supplemental Plan. It may, from time to time, establish rules
for the administration of the Supplemental Plan and the transaction of the
Supplemental Plan's business.
The Committee shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the Supplemental Plan, including,
but not limited to, the determination of eligibility for and amount of any
benefit.
The Committee shall have the exclusive right to interpret the terms and
provisions of the Supplemental Plan and to determine any and all questions
arising under the Supplemental Plan or in connection with its administration,
including, without limitation, the right to remedy or resolve possible
ambiguities, inconsistencies, or omissions by general rule or particular
decision.
To the extent permitted by law, all findings of fact, determinations,
interpretations, and decisions of the Committee shall be conclusive and binding
upon all persons having or claiming to have any interest or right under the
Supplemental Plan.
7.2 APPEALS FROM DENIAL OF CLAIMS. If any claim for benefits under the
Supplemental Plan is wholly or partially denied, the claimant shall be given
notice in writing of the denial. This notice shall be in writing, within a
reasonable period of time after receipt of
14
the claim by the Committee. This period shall not exceed 90 days after receipt
of the claim, except that if special circumstances require an extension of time,
written notice of the extension shall be furnished to the claimant, and an
additional 90 days will be considered reasonable.
This notice shall be written in a manner calculated to be understood by the
claimant and shall set forth the following information:
(a) the specific reasons for the denial;
(b) specific reference to the Supplemental 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 of why
this material or information is necessary;
(d) an explanation that a full and fair review by the Committee of the
decision denying the claim may be requested by the claimant or an
authorized representative by filing with the Committee, within 60
days after the notice has been received, a written request for the
review; and
(e) if this request is so filed, an explanation that the claimant or an
authorized representative may review pertinent documents and submit
issues and comments in writing within the same 60-day period
specified in subsection (d).
The decision of the Committee upon review shall be made promptly, and not later
than 60 days after the Committee's receipt of the request for review, unless
special circumstances require an extension of time for processing. In this case
the claimant shall be so notified, and a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
If the claim is denied, wholly or in part, the claimant shall be given a copy of
the decision promptly. The decision shall be in writing, shall include specific
reasons for the
15
denial, shall include specific references to the pertinent Supplemental Plan
provisions on which the denial is based, and shall be written in a manner
calculated to be understood by the claimant.
7.3 TAX WITHHOLDING. An Employer may withhold from any payment under
this Supplemental Plan any federal, state, or local taxes required by law to be
withheld with respect to the payment and any sum the Employer may reasonably
estimate as necessary to cover any taxes for which the Employer may be liable
and that may be assessed with regard to the payment.
7.4 EXPENSES. All expenses incurred in the administration of the
Supplemental Plan shall be paid by the Companies.
16
ARTICLE VIII. ADOPTION OF THE PLAN BY AFFILIATE;
AMENDMENT AND TERMINATION OF THE PLAN
8.1 ADOPTION OF THE PLAN BY AFFILIATE. An Affiliate may adopt the Plan
by appropriate action of its board of directors or authorized officers or
representatives, subject to the approval of the Boards of Directors.
8.2 AMENDMENT AND TERMINATION. The Companies hereby reserve the right
to amend, modify, or terminate the Supplemental Plan at any time, and for any
reason, by action of the Boards of Directors. However, no amendment or
termination shall adversely affect benefits accrued prior to the date of the
amendment or termination.
17
ARTICLE IX. MISCELLANEOUS PROVISIONS
9.1 NO CONTRACT OF EMPLOYMENT. Nothing contained in the Supplemental
Plan shall be construed to give any Participant the right to be retained in the
service of an Employer or to interfere with the right of an Employer to
discharge a Participant at any time.
9.2 SEVERABILITY. If any provision of this Supplemental Plan shall be
held illegal or invalid, the illegality or invalidity shall not affect its
remaining parts. The Supplemental Plan shall be construed and enforced as if it
did not contain the illegal or invalid provision.
9.3 APPLICABLE LAW. Except to the extent preempted by applicable
federal law, this Supplemental Plan shall be governed by and construed in
accordance with the laws of the State of Georgia.
18
* * * * * * * * * *
IN WITNESS WHEREOF, GULFSTREAM AEROSPACE CORPORATION (GEORGIA) and
GULFSTREAM AEROSPACE CORPORATION (OKLAHOMA) have caused this instrument to be
executed by their duly authorized officers, effective as of the date specified
above.
GULFSTREAM AEROSPACE
CORPORATION (GEORGIA)
By: /s/ Richard A. Krajec
-------------------------
Title: Treasurer
ATTEST:
By: /s/ Donald L. Mayer
---------------------------
Title: Vice President,
General Counsel and
Secretary
GULFSTREAM AEROSPACE
CORPORATION (OKLAHOMA)
By: /s/ Richard A. Krajec
-------------------------
Title: Treasurer
ATTEST:
By: /s/ Donald L. Mayer
--------------------------
Title: Secretary
19