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EXHIBIT 10(a)
COACHMEN INDUSTRIES, INC.
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
(Amended and Restated as of
January 1, 2003)
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Coachmen Industries, Inc. established the Coachmen Industries, Inc.
Supplemental Deferred Compensation Plan, effective January 1, 2001, for the
benefit of a select group of management and other highly compensated employees
eligible to participate therein. The Employer has amended from time to time and
now completely restates the Plan, effective January 1, 2003, in the form stated
herein below.
ARTICLE 1
ESTABLISHMENT/PURPOSE
1.01 PURPOSE: This Plan is intended to permit the Employer to establish an
unfunded, non-qualified deferred compensation plan for a select group of its
management or highly compensated employees. Accordingly, it is intended that
this Plan be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
1.02 ADOPTION OF PLAN: The Employer, through the Committee, adopts this
restatement of the Plan pursuant to a directive of the Board.
ARTICLE 2
DEFINITIONS
When used in this Plan and its Schedules, the following words shall have the
meanings defined below, unless the context clearly indicates otherwise:
2.01 ACCOUNT: The bookkeeping accounts maintained by the Service Provider on
behalf of the Employer, with appropriate sub-accounts, to reflect: (i) Salary
Deferral Contributions, contributed to the Plan, as may be elected by each
Participant; (ii) Employer Contributions (whether Employer Matching
Contributions, Employer Basic Contributions or Employer Special Contributions),
each as adjusted for Deemed investment experience, transfers, withdrawals and
distributions made in accordance with this Plan.
2.02 AFFILIATE: Any entity which is part of (i) a controlled group of
corporations or businesses under common control pursuant to Code ss.ss.414(b) or
(c); (ii) an affiliated service group pursuant to Code ss.414(m); or (iii) any
other entity required to be aggregated with the Employer for purposes of Code
ss.414(o).
2.03 BENEFICIARY: Any person who is designated by a Participant to receive
payment of benefits under this Plan, to the extent available, after the
Participant's death. The Participant may specify his Beneficiaries on a form
approved by the Committee, and may make such changes to his Beneficiary
designation at such times as may be allowed by the Committee. Notwithstanding
anything in this Plan to the contrary, if the Participant designates his spouse
as a Beneficiary of benefits payable hereunder, and the Participant's marriage
to that spouse is later terminated (whether by divorce, annulment, dissolution,
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or otherwise), the Participant's designation of his spouse as a Beneficiary
shall be null and void, and the portion of the Participant's benefits that
would, but for this provision, be payable to the Participant's spouse will be
payable as designated in the Participant's Beneficiary designation, as if the
spouse had predeceased the Participant.
2.04 BONUS COMPENSATION: Any item of Compensation that would be payable to a
Participant as a bonus but for the existence of a Salary Reduction Agreement
executed by a Participant authorizing deferral of Bonus Compensation.
2.05 BONUS DEFERRAL CONTRIBUTIONS: A contribution to the Plan made pursuant to
Section 4.01 of the Plan, and allocated to the Accounts of Participants entering
into a Salary Reduction Agreement authorizing the deferral of Bonus
Compensation.
2.06 BOARD: The Board of Directors (or other governing board) of the Employer.
2.07 CHANGE IN CONTROL: A Change in Control shall mean the occurrence of any of
the following:
(i) any "person" (as that term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, but excluding the
Employer, its affiliates, and any qualified or non-qualified
plan maintained by the Company or its affiliates) becomes the
"beneficial owner" (as defined in Rule 13d-3 promulgated under
such Act), directly or indirectly, of securities of the
Employer representing more than 20% of the combined voting
power of the Employer's then outstanding securities;
(ii) during a period of 24 months, a majority of the Board of
Directors of the Employer ceases to consist of the existing
membership or successors nominated by the existing membership
or their similar successors;
(iii) shareholder approval of a merger or consolidation of the
Employer with any other corporation, other than a merger or
consolidation which would result in the voting securities of
the Employer outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more
than sixty percent (60%) of the combined voting power of the
voting securities of the Employer or such surviving entity
outstanding immediately after such merger or consolidation; or
(iv) shareholder approval of either (A) a complete liquidation or
dissolution of the Employer or (B) a sale or other disposition
of all or substantially all of the assets of the Employer, or
a transaction having a similar effect.
2.08 COA HOLDING: That bookkeeping account maintained in the Plan for the
purpose of holding contributions that are to be converted to an equivalent of
the common stock of the Employer as described in Plan Section 4.04(b)(i).
2.09 CODE: The Internal Revenue Code of 1986, and amendments thereto.
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2.10 COMMITTEE: The Committee as provided for in this Plan, which shall have the
authority to direct the operations of the Plan and such other authority as may
be prescribed by the Plan. To the extent that the Employer does not appoint a
Committee, the Employer shall have the duties assigned to the Committee by the
Plan.
2.11 COMPENSATION: Any Employee's base salary (unreduced by deferrals made on a
pre-tax basis to any plan maintained under Code ss.ss.401(k) or 125) plus Bonus
Compensation.
2.12 DEEMED: When the word "Deemed" modifies any other word, a Participant's
Account shall be adjusted or treated as if such other word actually occurred or
existed within or to the Participant's Account.
2.13 DISABILITY: The inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. The permanence and degree
of such impairment shall be supported by medical evidence. The Employer shall
determine the existence of a Disability based on its current disability policy,
applied on a uniform and nondiscriminatory basis.
2.14 EFFECTIVE DATE: The Effective Date of this restatement is January 1, 2003.
2.15 ELIGIBLE EMPLOYEE: An Employee who has been designated by the Employer to
be eligible to be a Participant in this Plan for the Plan Year. Eligible
Employees shall be assigned to either Group A or Group B as designated by the
Employer.
2.16 EMPLOYEE: Any employee of the Employer maintaining the Plan.
2.17 EMPLOYER: Coachmen Industries, Inc. and any successor to the business of
the Employer establishing the Plan. An entity that is related to the Employer by
virtue of being a parent-subsidiary or brother-sister controlled group with the
Employer, pursuant to Code ss.ss.414(b) or (c) may also be an Employer under the
Plan with the consent of the Board.
2.18 EMPLOYER BASIC CONTRIBUTIONS: Those contributions to the Plan made pursuant
toss.4.01 and allocated to the Accounts of Participants pursuant to Schedule B.
2.19 EMPLOYER CONTRIBUTION: An Employer Basic Contribution, Employer Matching
Contribution, or Employer Special Contribution.
2.20 EMPLOYER MATCHING CONTRIBUTIONS: Those contributions to the Plan made
pursuant toss.4.01 and allocated as a matching contribution to the Salary
Reduction Contributions or Bonus Deferral Contributions.
2.21 EMPLOYER SPECIAL CONTRIBUTION: Those contributions to the Plan made
pursuant toss.4.01 and allocated pursuant to the provisions of an agreement
entered into between the Employer and a Participant.
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2.22 EMPLOYMENT COMMENCEMENT DATE: The date on which an Employee first is
employed by the Employer.
2.23 ERISA: The Employee Retirement Income Security Act of 1974, as amended.
2.24 INVESTMENT FUND: One of the funds provided for in this Plan, as selected by
the Employer or the Committee. The common stock of the Employer may be an
Investment Fund.
2.25 NORMAL RETIREMENT AGE: The date on which a Participant attains age 65.
2.26 PARTICIPANT: An Eligible Employee who has been selected to participate in
the Plan and who has contributions credited to his or her Account. An individual
who has an Account in the Plan shall continue to be a Participant despite no
longer being an Eligible Employee.
2.27 PLAN: The non-qualified deferred compensation plan established by the
Employer, which is intended to be a "top-hat" plan, as defined in Department of
Labor Regulation ss.2520.104-23, and exempt from the provisions of Parts 2, 3
and 4 of Title I of ERISA.
2.28 PLAN YEAR: The twelve-month period ending each December 31.
2.29 QUALIFIED PLAN: The Coachmen Industries, Inc. Retirement Plan and Trust, as
amended from time to time.
2.30 SALARY REDUCTION AGREEMENT: An election of the Participant made annually to
forego payment of Compensation in exchange for the Employer's promise to pay
benefits pursuant to this Plan. Such Salary Reduction Agreement, to be valid,
must (i) be in writing, signed by the Participant prior to the start of the Plan
Year to which it relates (except that an Eligible Employee may enter into a
Salary Reduction Agreement effective for the remainder of the Plan Year in which
the Participant's participation in the Plan commences, provided that any
reduction in Compensation specified in the Salary Reduction Agreement has effect
only with respect to Compensation not yet earned or payable); (ii) take effect
as of the start of the following Plan Year (or the date the Participant
commences participation in the Plan, if later); (iii) be irrevocable during the
Plan Year in which it is in effect (except that a Salary Reduction Agreement may
be revoked in its entirety with respect to the remainder of the Plan Year upon
election of the Participant); and (iv) be on a form and submitted as prescribed
by the Committee. A Participant shall be permitted to enter into separate Salary
Reduction Agreements for base pay and Bonus Compensation in a Plan Year. Any
Salary Reduction Agreement in effect as of the last day of the Plan Year shall
be deemed automatically renewed for each succeeding Plan Year unless a proper
election modifying or terminating the prior Salary Reduction Agreement is duly
filed with the Committee during the period of time prescribed by the Committee.
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2.31 SALARY REDUCTION CONTRIBUTION: A contribution made to this Plan pursuant to
the Employer's obligation to provide certain benefits in consideration of a
Participant entering into a Salary Reduction Agreement.
2.32 SERVICE PROVIDER: That entity appointed by the Committee to perform
administrative services in connection with the operation of the Plan.
2.33 TRUST: The revocable grantor/rabbi trust established in connection with the
Plan. The Employer or the Committee, as the case may be, shall have the
discretion to determine whether or not a Trust shall be established in
connection with the Plan; provided, however, in the event of a Change in
Control, such discretion shall be removed from the Employer and the Committee,
and a Trust shall be established (if not already in existence) and fully funded
in accordance with Plan Section 4.03.
2.34 TRUST AGREEMENT: An agreement entered into between the Trustee and the
Employer providing for trust services in connection with a grantor trust that
may be established in connection with this Plan. As of the Effective Date, the
Trust Agreement is The Amended and Restated Coachmen Industries, Inc. Executive
Benefit and Estate Accumulation Trust, as amended effective December 13, 2000,
and as may be amended from time to time.
2.35 TRUSTEE: That individual or individuals or corporate entity having trust
powers that is appointed by the Committee to perform trust services in
connection with the Plan, whose responsibilities shall be governed by the Plan
and by the Trust Agreement.
2.36 YEAR OF SERVICE: A consecutive 12-month period of continuous service in the
employ of the Employer commencing on the latest of: (i) the Employee's
Employment Commencement Date; (ii) the effective date of the Employer's
establishment of this Plan; or (iii) the date the Employee becomes a Participant
in the Plan.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.01 ELIGIBILITY: Employees will be designated as Eligible Employees and will be
assigned as either Group A or Group B Participants in the sole and absolute
discretion of the Board (or its designee). The Board (or its designee) may
impose such terms and conditions upon each Eligible Employee prior to becoming a
Participant, which shall be communicated to such Eligible Employee, in writing,
prior to commencement of participation. An Eligible Employee shall commence
Participation as of any date specified by the Board.
3.02 PARTICIPATION: A Participant shall commence participation in Plan upon
completion of an appropriate Salary Reduction Agreement specifying that his or
her compensation be reduced, or by being credited with an Employer Contribution
to his or her Account.
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ARTICLE 4
CONTRIBUTIONS/ACCOUNTS
4.01 CONTRIBUTIONS: In accordance with this Plan and the agreement entered into
with the Participant, the Employer shall establish each of the following book
entries and credit each Participant's Account with:
a) SALARY REDUCTION CONTRIBUTIONS: The amount of any Salary
Reduction Contribution elected by an Eligible Employee in a
Salary Reduction Agreement for the Plan Year;
b) BONUS DEFERRAL CONTRIBUTIONS: The Amount of any Bonus Deferral
Contribution elected by an Eligible Employee in a Salary
Reduction Agreement for the Plan Year;
c) EMPLOYER BASIC CONTRIBUTIONS: An amount, as determined in the
sole discretion of the Employer, which will be allocated to
the Accounts of Participants pursuant to an allocation formula
specified by the Board. There shall be no requirement that a
Basic Contribution be made, or if made, that it be made in the
same amount or for any or all Participants in the Plan;
d) Employer Matching Contributions: A contribution made on
account of a Participant's Salary Reduction Contribution,
which amount is described in Schedule A of the Plan.
e) EMPLOYER SPECIAL CONTRIBUTIONS: An amount determined and
allocated according to the Board. There is no requirement that
any Employer Special Contribution be made, or if made, that it
be made in the same amount or for any or all Participants in
the Plan.
Benefits payable pursuant to this Plan shall be calculated with reference to the
contributions credited to the Participant's Account, together with any
adjustments made thereto pursuant to the provisions of this Plan.
4.02 PARTICIPANT ACCOUNTS: Each Participant shall have established an Account
(with sub-accounts as may be appropriate) which shall reflect any contributions
credited pursuant to Section 4.01 of this Plan. All contribution credits shall
be bookkeeping entries only and shall not constitute an actual allocation of any
assets of the Employer, or be deemed to create any trust, custodial account, or
deposit with respect to any assets which may be utilized to satisfy the
obligation of the Employer to provide the benefits specified in this Plan.
4.03 RABBI TRUST:
a) UNSECURED OBLIGATION: The obligation of the Employer to
provide benefits pursuant to this Plan shall be the sole
unsecured promise of the
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Employer with respect to this Plan. Notwithstanding the
foregoing, the Employer or the Committee may establish a
trust, pursuant to a Trust Agreement, for the purpose of
setting aside funds to provide for the payment of benefits
under this Plan. However, the assets of the Trust shall at all
time remain subject to the claims of the general creditors of
the Employer, and no Participant or Beneficiary shall have any
claim or right with respect to the assets held in the Trust,
except to the extent that the Participant or Beneficiary is a
general creditor of the Employer.
b) SPRINGING TRUST: Notwithstanding anything in this Plan (or
the Trust Agreement) to the contrary, upon a Change in
Control, the Employer shall (i) establish a trust (if not
already established) as described in Plan Section 2.33, (ii)
maintain in the Trust an amount of money which is at all times
at least equal to its obligations under this Plan by making
sufficient contributions to the Trust, immediately upon such
Change in Control in an amount equal to the Plan's total
liabilities; and (iii) direct the Trustee to invest the assets
of the Trust proportionally in accordance with investment
directions given by each Participant.
4.04 INVESTMENTS:
a) GENERALLY: To the extent that the Employer establishes a
Trust, such contributions made to the Trust shall be invested
in one or more Investment Funds as selected by the Committee.
At the discretion of the Employer, a Participant may be
entitled to request that his or her Account be adjusted for
investment gains and losses, as if invested in one or more
Investment Funds in accordance with a Deemed investment
election of a Participant. Deemed investment elections may be
(i) made with respect to existing Account balances or current
contributions to the Participant's Account, and (ii) shall be
subject to any limitations imposed by the Committee from time
to time, and made by such means as the Employer and Trustee
may agree. The Employer or Service Provider (as the case may
be) shall make such adjustments in Participants' Accounts to
reflect any investment gains or losses such Participants'
Accounts would experience if funds were actually invested in
one or more Investment Funds pursuant to the Participant's
election.
b) RULES FOR INVESTMENT CHANGES: Participants may make changes
in Deemed investment elections at such time, and in such
manner as may be specified by the Committee. Any Deemed
investment election, or changes to Deemed investment
elections, shall remain in effect until further changed by the
Participant. Notwithstanding the preceding sentence, the
following rules shall apply to a Participant for whom a
Matching Employer Contributions sub-Account is maintained:
i) Beginning each calendar quarter on and after January 1,
2003, any contribution that is to be Deemed invested in the
common stock of the
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Employer and any Deemed dividends paid on amounts Deemed to be
invested in the common stock of the Employer shall be
accumulated in COA Holding until the last business day of the
calendar quarter. On such last business day, the closing price
of one share of the Employer's common stock on the first
business day of the calendar quarter shall be compared with
the closing price of one share of the Employer's common stock
on the last business day of the calendar quarter, and amounts
tracked on behalf of each Participant in COA Holding shall be
converted to Deemed shares of the Employer by dividing the
total amount in COA Holding by the lower of the first business
day closing price or the last business day closing price and
by allocating those shares to each Participant based on his or
her contributions. Once allocated to Participants, the Deemed
shares are credited to the Participants' appropriate
sub-Accounts and COA Holding is reduced to zero. The closing
prices shall be as provided on the New York Stock Exchange
Composite Transaction Tape and reported in the Wall Street
Journal, Midwest Edition, or as reported in another reputable
publication (determined at the sole discretion of the
Committee) if the Wall Street Journal is not available for the
respective dates. All calculations shall include fractional
shares carried to the ninth decimal place.
ii) A Participant shall not be permitted to redirect the
Deemed investment of his Matched Stock Account any time prior
to the calendar year in which he attains age fifty-five (55).
In the calendar year in which the Participant attains age
fifty-five (55), and in any calendar year thereafter until the
Participant attains age sixty-five (65), a Participant may
redirect the Deemed investment of up to twenty percent (20%)
of his or her Matched Stock Account balance among the other
Investment Funds available in the Plan.
iii) Notwithstanding the redirection provisions of this
Section 4.04, a Participant may redirect the Deemed investment
of his or her Matched Stock Account any time following the
attainment of age sixty-five (65) or a Change in Control. A
Beneficiary of a Participant shall have the right to redirect
the Deemed investment of the Participant's Matched Stock
Account at any time following the Participant's death.
iv) A Participant who elects to receive a payment in the form
of Employer stock for the amount represented by the Matched
Stock Account will receive shares restricting his or her right
or ability to sell or transfer such shares until the
Participant has attained age fifty-five (55).
v) For so long as Employer stock is a Deemed investment under
the Plan, no Participant shall have the right to direct the
vote or tender any Employer stock that is Deemed to be
credited to his Account.
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vi) The Committee may in its sole discretion refuse to
recognize participant elections that it determines may cause
the Participant's Accounts to become subject to the
short-swing profit provisions of Section 16b of the Securities
Exchange Act of 1934 and establish special election procedures
for participants subject to Section 16 of such Act.
4.05 EMPLOYER STOCK: Deemed purchases and allocations of Employer stock to the
bookkeeping entry Accounts of Plan Participants shall occur on a quarterly
basis. Deemed purchases shall be allocated to such Accounts as of the last
business day of each calendar quarter and shall be valued at the lesser of the
stock's closing price on the New York Stock Exchange on either the first
business day of the quarter or the last business day of the quarter. Nothing
herein shall be deemed to prevent the maintenance in the Participants' Accounts
of fractional shares. All dividends payable on the Employer's common stock shall
be Deemed to be reinvested in additional shares of the Employer's common stock.
Those additional shares attributable to the Matched Stock Account shall be
credited to the Matched Stock Account and any other dividends Deemed received
will be credited to the respective sub-Account that is not the Matched Stock
Account.
4.06 PROVISIONS UPON A CHANGE IN CONTROL: If there occurs Change in Control, in
addition to other requirements of the Plan, the Board may take any additional
actions deemed reasonably necessary or desirable to accomplish the stated
purposes of this Plan, and the Committee may cause the contribution by the
Employer of any amount equal to up to three (3) years of additional Participant
Contributions for select Group "A" Participants as determined by the Plan
Sponsor, along with the Employer Matching Contributions to the Plan that would
have been paid on such Participant Contributions, as if the Participants in
Group "A" had contributed the maximum fifteen percent (15%) of base salary and
Bonus Compensation each year.
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ARTICLE 5
VESTING AND FORFEITURE
5.01 VESTING
a) A Participant's sub-Account consisting of his or her Salary
Reduction Contributions and Bonus Deferral Contributions,
adjusted for Deemed earnings and losses thereon, shall always
be 100% vested.
b) A Participant's sub-Accounts consisting of Employer
Contributions, adjusted for Deemed earnings and losses thereon
shall be vested according to the vesting schedule prescribed
in either Schedule A or Schedule B, as applicable.
c) Notwithstanding the preceding provisions of this Section
5.01, a Participant shall be 100% vested in the value of his
sub-Accounts consisting of Employer Contributions adjusted for
Deemed earnings and losses thereon upon the earliest to occur
of any of the following: (i) a Change in Control; (ii)
termination of employment with the Employer as a result of the
Participant's death or Disability; (iii) termination of
employment at or after Normal Retirement Age; or (iv)
effective January 1, 2003, a termination of employment as a
result of such other extenuating circumstance, as the
Committee shall determine, in its sole discretion.
5.02 FORFEITURES: The Participant shall forfeit any portion of his or her
Account that is not vested at the time the Participant terminates employment
with the Employer. Additionally, the Participant shall forfeit all of his or her
Account attributable to Employer Contributions and Deemed earnings and losses
thereon, regardless of the extent to which such Account is vested under Section
5.01 of the Plan, if the Participant, without the express written consent of the
Employer and within six (6) months following his or her termination of
employment with the Employer or its Affiliates, works in any capacity for or on
behalf of any direct competitor (including the competitor's affiliates) of the
Employer or of any of its Affiliates and during such time violates his or her
"Business Protection Agreement" with the Employer or its Affiliates, including
the post-termination-of-employment restrictions on competition with the
Employer, solicitation of the Employer's employees, or solicitation of the
Employer's or its Affiliates' vendors or customers (regardless of the
enforceability of any such restrictions).
5.03 NON-VESTED AMOUNTS: To the extent that the Employer has made a contribution
to the Trust in connection with respect to this Plan, the amount of any such
contributions held in trust and forfeited pursuant to Section 5.02 shall be
returned to the Employer if the Trust is revocable; or if not revocable, then
the forfeited amounts shall continue to be held in trust until full satisfaction
of all of Employer's obligations under this Plan.
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ARTICLE 6
BENEFITS/PAYMENTS
6.01 GENERAL: A Participant shall be entitled to receive a benefit, when payable
pursuant to the terms of this Plan, in an amount equal to the total value of all
vested contributions credited to his or her Account, and adjusted for any Deemed
investment gains or losses. All benefit payments shall be made by the Employer,
except as may be provided for in the Trust Agreement. All appropriate taxes, as
determined by the Employer, shall be withheld from any payment distribution, as
may be required by law, and remitted to the appropriate taxing authority by the
Employer, or its agent.
6.02 PAYMENT EVENTS: A Participant shall be entitled to receive a distribution
from the Plan, pursuant to his or her election as to the form of distribution in
accordance with the following:
a) SALARY REDUCTION AND BONUS REDUCTION ACCOUNTS: A
Participant shall receive the balance of his or her Salary
Reduction and Bonus Reduction sub-Accounts, adjusted for
Deemed earnings and losses thereon, as soon as practicable
following his or her termination of employment, in conformity
with the Employer's payroll practices, but no later than 100
days following the Participant's termination of employment.
b) EMPLOYER CONTRIBUTION SUB-ACCOUNTS: A Participant shall
receive the balance of his or her Employer Contribution
sub-Accounts that have not been forfeited under Section 5.02
of the Plan six (6) months following his or termination of
employment with the Employer and all of its Affiliates.
c) CHANGE IN CONTROL: Notwithstanding the provisions of
paragraphs (a) and (b) above, a Participant shall receive the
vested balance of his or her entire Account as soon as
practicable following the third anniversary of a Change in
Control, regardless of whether such Participant has incurred a
termination of employment from the Employer or its Affiliates.
If there occurs a Change in Control, the Committee and the
Employer shall direct the Trustee to remit to the Employer
amounts necessary to pay any taxes that may be due for such
payments to the Participant within the time period described
herein. After remittance of the tax reimbursement to the
Employer, the Trustee shall remit the balance of the remaining
account balances maintained on behalf of the Participant
directly to the Participant. The Trustee shall not be
responsible for the preparation of any tax reporting
materials, nor the remittance of any such taxes, to any tax
authorities. Such responsibilities shall be exclusively the
responsibility of the Employer.
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6.03 FORM OF PAYMENT:
a) A Participant shall irrevocably elect to receive a payment
of his or her benefits in either a single lump sum payment or
annual installment payments over a period that shall not be
less than 10 annual installments.
b) A Participant's benefits shall be paid to him or her in
cash only.
6.04 DEATH DISTRIBUTIONS: To the extent not forfeited pursuant to the terms of
this Plan, upon the death of the Participant, any benefit to which the
Participant would be entitled to (but for his or her death) shall be paid to the
Participant's Beneficiary or Beneficiaries in a form elected by the Participant.
To the extent the Participant has not designated a Beneficiary to receive his or
her benefits pursuant to this Plan, the Participant's benefits (or the portion
thereof not so payable to a Beneficiary) shall be paid to the Participant's
estate.
6.05 VALUATION OF BENEFIT PAYMENTS: Each day that the New York Stock Exchange is
open shall be a valuation date for the Plan. For purposes of assigning a value
to a distribution to occur under either Sections 6.02 or 6.04 of the Plan, the
Committee (or in the case of a Change in Control, the Trustee), shall designate
the value of the Participant's Account as of the date or dates such Account is
to be paid out to the Participant.
ARTICLE 7
ADMINISTRATION OF THE PLAN
7.01 PLAN ADMINISTRATION: The Plan shall be administered by the Committee. A
Participant who also is a member of the Committee shall not participate in any
decision involving such individual's rights, duties and obligations as a
Participant under the Plan, if such participation constitutes a conflict of
interest. Subject to the limitations of Section 8.01 of the Plan, any action to
be taken by the Employer in the Plan may be taken by the Committee.
7.02 COMMITTEE ACTION: A majority of the Committee (if it has more than two
members) shall constitute a quorum for the transaction of business. All actions
taken by the Committee at a meeting shall be by the vote of a majority of those
present at such meeting but any action may be taken by the Committee without a
meeting upon written consent signed by all of the members of the Committee. The
Committee is expressly authorized to delegate any and all authority granted it
under this Plan to any employee of the Company, or to any other person.
7.03 PLAN RULES AND REGULATIONS: The Committee may from time to time establish
rules and regulations for the administration of the Plan and adopt standard
forms to be used under the Plan, such as beneficiary designation forms, provided
such rules and forms are not inconsistent with the provisions of the Plan. Any
duties or responsibilities of the Committee may be delegated to any individual
employee or departmental function within the Company.
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7.04 DETERMINATIONS BY COMMITTEE: All determinations of the Committee,
irrespective of their character or nature, including, but not limited to, all
questions of construction and interpretation, shall be final, binding and
conclusive on all parties. The Committee shall have discretionary authority in
making all decisions under the Plan, including factual determinations. In
construing or applying the provisions of the Plan, the Committee shall have the
right to rely upon a written opinion of legal counsel, which may be independent
legal counsel or legal counsel regularly employed by the Company, whether or not
any question or dispute has arisen as to any distribution from the Plan.
7.05 PLAN RECORDS: The Committee shall be responsible for maintaining books and
records for the Plan. Each Participant or the Participant's beneficiary or
Representative shall be notified annually of the balance in the Participant's
Account including the vested portion thereof.
7.06 PLAN EXPENSES: The Company shall pay all expenses of administering the
Plan.
7.07 CLAIM PROCEDURE: Any person who believes he or she is being denied rights
or benefits under the Plan may file a written claim with the Committee. The
Committee will notify the claimant in writing if the claim is denied. The notice
will: (i) state the reasons for the denial, (ii) reference pertinent Plan
provisions on which the denial is based, (iii) describe any additional material
or information needed; and (iv) state the steps to be taken to request review of
the decision. The notice will be given within 90 days after the Committee
receives the claim (or within 180 days if special circumstances require an
extension and written notice of the extension and circumstances is given to the
claimant within the initial 90 day period). If the notice is not given within
this period, the claim will be considered denied as of the last day of such
period and the claimant may request review of the claim.
7.08 REVIEW PROCEDURE: Within 60 days of receipt by the claimant of the written
notice of denial of the claim, or within 60 days after the claim is deemed
denied, the claimant may file a written request with the Committee for review of
the denied claim, including the conducting of a hearing, if deemed necessary by
the Committee. The claimant may review pertinent documents and submit issues and
comments in writing. The Committee will give its written decision on the claim
appeal promptly, but not later than 60 days after the receipt of the claimant's
request for review, unless special circumstances (such as the need to hold a
hearing) require an extension of time, in which case the 60 day period may be
extended to 120 days. The Committee shall notify the claimant in writing of the
extension. The decision on review will: (i) state the reasons for the decision,
and (ii) contain references to pertinent Plan provisions upon which the decision
is based.
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ARTICLE 8
MISCELLANEOUS
8.01 AMENDMENT OR TERMINATION: The Employer reserves the right to amend or
terminate this Plan or its Trust (including the ability to revoke the Trust, but
subject to Plan Section 4.03) at any time, or from time to time, in any respect,
retroactively or prospectively, by written instrument adopted by the Committee,
provided, however, that any amendment to the Plan intended to change the level
or type of benefits provided under the Plan (whether by increasing or decreasing
such benefits) must be approved by a written instrument adopted by the
Compensation Committee of the Board. No amendment or termination of the Plan
shall reduce, diminish, or otherwise alter the right of a Participant or
Beneficiary to benefits to which he or she was entitled, had the Participant
terminated employment with the Employer on the day before the effective date of
the amendment or termination.
8.02 SPENDTHRIFT PROVISIONS: Participants and Beneficiaries shall have no right
of anticipation of any benefits hereunder, and may not sell, transfer, assign,
pledge, attach, or otherwise alienate any benefits payable hereunder. Any such
attempt at alienation shall be void, and not obligate the Employer, Committee,
or Trustee, or their agents or designees, except to the extent provided for in
this Plan.
8.03 NON-CONTRACTUAL PLAN: Nothing contained in this Plan shall be construed as
a commitment or agreement on the part of the Employer to continue the employment
of any person employed by the Employer; to continue the employment of any person
employed by the Employer; to continue employment of any person at any rate of
pay or salary; or diminish the right of the Employer to discharge any Employee.
The provisions of this Plan shall not operate as a guarantee that sufficient
assets will exist for the Employer to pay any benefits pursuant to this Plan.
Participants shall be general creditors of the Employer with respect to benefits
payable hereunder.
8.04 SEVERABILITY: To the extent that any provision of this Plan is deemed to be
unenforceable, or would in any way cause this Plan to be subject to Parts 2, 3
or 4 of Title I of ERISA, it shall be deemed severed from this Plan, of no
further force or effect, and shall not affect any other provision of this Plan
which shall continue without the offending provision.
8.05 GOVERNING LAW: The provisions of this Plan shall be governed by the laws of
the State of Indiana to the extent not preempted by federal law.
8.06 CORPORATE SUCCESSORS: This Plan shall not automatically be terminated upon
the sale, transfer, merger, or other conveyance of the Employer to, or with,
another entity, but shall survive unless amended or terminated pursuant to
Section 8.01 of the Plan.
14
40
Executed on this the _____ day of March, 2003.
THE COMMITTEE:
Chief Financial Officer
Controller
Treasurer
Sr. Vice President - Human Resources
15
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SCHEDULE A
Employees designated to be in the Plan as Group "A" Participants shall be
administered within the parameters of this Schedule A. Schedule A is sometimes
referred to as the Supplemental Executive Retirement Plan or "SERP".
1. ELIGIBILITY: Group A Participants are eligible to participate in the Plan
effective January 1, 2001. Participants are not required to first contribute to
the Qualified Plan to be eligible to defer in this Plan.
2. DEFERRAL LIMITS: Group A Participants may elect to defer no less than 1% nor
more than 15% of each of his or her base salary and his or her Bonus
Compensation into this Plan.
3. EMPLOYER MATCHING CONTRIBUTION: Until modified by the Committee or the Board,
Group A Participants shall receive an Employer Matching Contribution each pay
period in an amount equal to 50% of the amount deferred by the Group A
Participant for such week. Fifty percent of the Employer Matching Contribution
shall be Deemed to be invested Employer common stock; the remaining 50% shall be
Deemed to be invested in accordance with Plan Section 4.04.
4. VESTING: Employer Contributions for Group A Participants shall vest according
to the following, subject to Plan Section 5.01:
Years of Service Percent Vested
---------------- --------------
0-4 0%
5 or more 100%
42
SCHEDULE B
Employees designated to be in the Plan as Group "B" Participants shall be
administered within the following parameters of this Schedule B. Schedule B is
sometimes referred to as the "Mirror Plan" or Excess Benefit Plan.
1. ELIGIBILITY: Group B Participants are eligible to Participate in the Plan
effective January 1, 2001. Group B Participants must participate in the
Qualified Plan up to the limitations prescribed by the Qualified Plan.
2. DEFERRAL LIMITS: Group B Participants may elect to defer no less than 1% nor
more than 15% of each of his or her base salary and his or her Bonus
Compensation into this Plan; provided, however, that the combined contributions
between the Qualified Plan and this Plan may not exceed 20% of the Participant's
Compensation.
3. EMPLOYER MATCHING CONTRIBUTION: Until modified by the Committee or the Board,
Group B Participants shall receive an Employer Matching Contribution each pay
period in an amount equal to 40% of the amount deferred by such Participant for
such pay period, taking into account no more than 6% of such Participant's
Compensation deferred through this Plan and the Qualified Plan for such pay
period. Fifty percent of the Employer Matching Contribution shall be Deemed to
be invested Employer common stock; the remaining 50% shall be Deemed to be
invested in accordance with Plan Section 4.04.
4. VESTING: Employer Contributions for Group B Participants shall vest according
to the following, subject to Plan Section 5.01:
Years of Service Percent Vested
---------------- --------------
1 20%
2 40%
3 60%
4 80%
5 100%
43
TABLE OF CONTENTS
ARTICLE
1.............................................................................1
1.01 Purpose.................................................................1
1.02 Adoption of Plan........................................................1
ARTICLE 2.....................................................................1
2.01 Account..................................................................1
2.02 Affiliate................................................................1
2.03 Beneficiary..............................................................1
2.04 Bonus Compensation.......................................................2
2.05 Bonus Deferral Contributions.............................................2
2.06 Board....................................................................2
2.07 Change of Control........................................................2
2.08 COA Holding.............................................................2
2.09 Code....................................................................2
2.10 Committee................................................................3
2.11 Compensation.............................................................3
2.12 Deemed...................................................................3
2.13 Disability...............................................................3
2.14 Effective Date...........................................................3
2.15 Eligible Employee........................................................3
2.16 Employee.................................................................3
2.17 Employer.................................................................3
2.18 Employer Basic Contributions.............................................3
2.19 Employer Contribution....................................................3
2.20 Employer Matching Contributions..........................................3
2.21 Employer Special Contribution............................................3
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44
2.22 Employment Commencement Date.............................................4
2.23 ERISA....................................................................4
2.24 Investment Fund..........................................................4
2.25 Normal Retirement Age....................................................4
2.26 Participant..............................................................4
2.27 Plan.....................................................................4
2.28 Plan Year................................................................4
2.29 Qualified Plan...........................................................4
2.30 Salary Reduction Agreement...............................................4
2.31 Salary Reduction Contribution............................................5
2.32 Service Provider.........................................................5
2.33 Trust....................................................................5
2.34 Trust Agreement..........................................................5
2.35 Trustee..................................................................5
2.36 Year of Service..........................................................5
ARTICLE 3.....................................................................5
3.01 Eligibility..............................................................5
3.02 Participation............................................................5
ARTICLE 4.....................................................................6
4.01 Contributions............................................................6
4.02 Participant Accounts.....................................................6
4.03 Rabbi Trust..............................................................6
4.04 Investments..............................................................7
4.05 Employer Stock...........................................................9
4.06 Provisions Upon a Change in Control......................................9
ARTICLE 5....................................................................10
5.01 Vesting.................................................................10
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45
5.02 Forfeitures.............................................................10
5.03 Non-vested Amounts......................................................10
ARTICLE 6....................................................................11
6.01 General.................................................................11
6.02 Payment Events..........................................................11
6.03 Form of Payment.........................................................12
6.04 Death Distributions.....................................................12
6.05 Valuation of Benefit Payments...........................................12
ARTICLE 7....................................................................12
7.01 Plan Administration.....................................................12
7.02 Committee Action........................................................12
7.03 Plan Rules and Regulations..............................................12
7.04 Determinations by Committee.............................................13
7.05 Plan Records............................................................13
7.06 Plan Expenses...........................................................13
7.07 Claim Procedure.........................................................13
7.08 Review Procedure........................................................13
ARTICLE 8....................................................................14
8.01 Amendment or Termination................................................14
8.02 Spendthrift Provisions..................................................14
8.03 Non-contractual Plan....................................................14
8.04 Severability............................................................14
8.05 Governing Law...........................................................14
8.06 Corporate Successors....................................................14
iii