Exhibit 10.13
TREDEGAR INDUSTRIES, INC.
RETIREMENT BENEFIT RESTORATION PLAN
INTRODUCTION
ARTICLE I DEFINITIONS
1.01. Affiliate . . . . . . . . . . . . . . .I-1
1.02. Beneficiary . . . . . . . . . . . . . .I-1
1.03. Change in Control . . . . . . . . . . .I-1
1.04. Code. . . . . . . . . . . . . . . . . .I-3
1.05. Committee . . . . . . . . . . . . . . .I-3
1.06. Company . . . . . . . . . . . . . . . .I-3
1.07. Control Change Date . . . . . . . . . .I-3
1.08. Eligible Employee . . . . . . . . . . .I-3
1.09. Participant . . . . . . . . . . . . . .I-3
1.10. Plan. . . . . . . . . . . . . . . . . .I-3
1.11. Retirement and Retire . . . . . . . . .I-3
1.12. Retirement Plan . . . . . . . . . . . .I-3
1.13. Totally and Permanently Disabled. . . .I-4
ARTICLE II PARTICIPATION
ARTICLE III BENEFITS FOR PARTICIPANTS LISTED ON
EXHIBIT I
3.01. Retirement Benefit. . . . . . . . . .III-1
3.02. Disability Benefit. . . . . . . . . .III-1
3.03. Beneficiary's Benefit . . . . . . . .III-2
ARTICLE IV BENEFITS FOR PARTICIPANTS LISTED ON
EXHIBIT II
4.01. Retirement Benefit. . . . . . . . . . IV-1
4.02. Disability Benefit. . . . . . . . . . IV-1
4.03. Beneficiary's Benefit . . . . . . . . IV-2
ARTICLE V GUARANTEES
ARTICLE VI TERMINATION OF EMPLOYMENT
6.01. No Right To Employment. . . . . . . . VI-1
6.02. Termination Of Employment . . . . . . VI-1
6.03. Change In Control . . . . . . . . . . VI-1
6.04. Reemployment. . . . . . . . . . . . . VI-2
ARTICLE VII TERMINATION, AMENDMENT OR MODIFICATION
OF PLAN
7.01. Plan Amendment Or Termination . . . .VII-1
7.02. Notice Requirements . . . . . . . . .VII-1
7.03. Limitation On Amendment, Termination,
Etc. . . . . . . . . . . . . . . . .VII-1
7.04. Effect Of Termination . . . . . . . .VII-1
ARTICLE VIII OTHER BENEFITS AND AGREEMENTS
ARTICLE IX RESTRICTIONS ON TRANSFER OF BENEFITS
ARTICLE X ADMINISTRATION OF THE PLAN
10.01. The Committee . . . . . . . . . . . . .X-1
10.02. Indemnification . . . . . . . . . . . .X-1
10.03. Power of the Committee. . . . . . . . .X-1
10.04. Information . . . . . . . . . . . . . .X-1
ARTICLE XI MISCELLANEOUS
11.01. Binding Effect. . . . . . . . . . . . XI-1
11.02. Governing Law . . . . . . . . . . . . XI-1
11.03. Gender; Singular and Plural . . . . . XI-1
INTRODUCTION
The Board of Directors of Tredegar Industries, Inc.
(the "Company") determined that the adoption of the
Retirement Benefit Restoration Plan will assist the Company
in attracting and retaining those employees whose judgment,
abilities and experience will contribute to the Company's
continued progress. The Plan is intended to be an "excess
benefit plan" within the meaning of Section 3(36) of the
Employee Retirement Income Security Act of 1974, as amended,
and the Plan must be administered and construed in a manner
that is consistent with that intent.
ARTICLE I
DEFINITIONS
As defined herein, the following phrases or terms
shall have the indicated meanings:
1.01. Affiliate means any entity that is (i) a member of
a controlled group of corporations as defined in
Section 1563(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), determined without regard to Code
sections 1563(a)(4) and 1563(e)(3)(c), of which the Company
is a member according to Code section 414(b); (ii) an
unincorporated trade or business that is under common control
with the Company, as determined according to Code
section 414(c); or (iii) a member of an affiliated service
group of which the Company is a member according to Code
section 414(m).
1.02. Beneficiary means the person, persons, entity,
entities or the estate of a Participant which, in accordance
with the provisions of the Retirement Plan, is entitled to
receive a benefit under the Retirement Plan on account of
the Participant's death.
1.03. Change in Control means the occurrence of any of the
following events:
(A) any Person or group (within the
meaning of Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) (other
than a Person who is not an Acquiring Person), at any
time becomes the Beneficial Owner of 50% or more of
the combined voting power of the then outstanding
voting securities of the Company entitled to vote
generally in the election of directors (the "Voting
Securities"), other than (i) through an acquisition
of Voting Securities directly from the Company
(ii) as a result of the Company's repurchase of
Voting Securities if, thereafter, such Beneficial
Owner purchases no additional Voting Securities, or
(iii) pursuant to a Business Combination (as defined
below) that does not constitute a Change in Control
pursuant to subparagraph (c) hereof;
(B) Continuing Directors cease to
constitute a majority of the members of the Board
other than pursuant to a Business Combination that
does not constitute a Change in Control pursuant to
subparagraph (c) hereof;
(C) the shareholders of the Company
approve a reorganization, merger, share exchange or
consolidation (a "Business Combination"), in each
case, unless immediately following such Business
Combination, (i) all or substantially all of the
Persons who were the Beneficial Owners, respectively,
of the Common Stock and Voting Securities outstanding
immediately prior to such Business Combination
Beneficially Own more than 80% of, respectively, the
then outstanding shares of common stock and the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election
of directors, as the case may be, of the corporation
resulting from such Business Combination (including,
without limitation, a corporation which as a result
of such transaction owns the Company through one or
more Subsidiaries) in substantially the same propor-
tions as their ownership, immediately prior to such
Business Combination, of the Common Stock and Voting
Securities, as the case may be, (ii) no Person (other
than a Person who is not an Acquiring Person)
Beneficially Owns 50% or more of, respectively, the
then outstanding shares of common stock of the cor-
poration resulting from such Business combination or
the combined voting power of the then outstanding
voting securities of such corporation and (iii) at
least a majority of the members of the board of
directors of the corporation resulting from such
Business Combination are Continuing Directors; or
(D) the shareholders of the Company
approve a complete liquidation or dissolution of the
Company or the sale or other disposition of all or
substantially all of the assets of the Company, in
each case, unless immediately following such
liquidation, dissolution, sale or other disposition,
(i) more than 80% of, respectively, the then
outstanding shares of common stock of such cor-
poration and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors is then Beneficially Owned by all or
substantially all of the Persons who were the
Beneficial Owners, respectively, of the Common Stock
and Voting Securities outstanding immediately prior
to such sale or other disposition in substantially
the same proportion as their ownership, immediately
prior to such sale or other disposition, of such
Common Stock and Voting Securities, as the case may
be, (ii) less than 20% of, respectively, the then
outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors is then Beneficially Owned by any Person
(other than any Person who is not an Acquiring
Person), and (iii) at least a majority of the members
of the board of directors of such corporation are
Continuing Directors immediately following such sale
or disposition.
For purposes of the foregoing definition, the terms Acquiring
Person, Beneficial Owner, Company, Continuing Director, and
Person shall have the same definitions as set forth in the
Rights Agreement between Tredegar Industries, Inc. and
NationsBank of Virginia, N.A. (formerly Sovran Bank, N.A.),
dated as of June 15, 1989, as amended by that certain
Amendment and Substitution Agreement by and among Tredegar
Industries, Inc., NationsBank of Virginia, N.A. (formerly
Sovran Bank, N.A.) and American Stock Transfer & Trust
Company, dated as of July 1, 1992.
1.04. Code means the Internal Revenue Code of 1986, as
amended.
1.05. Committee means the Executive Compensation Committee
of the Board of Directors of the Company.
1.06. Company means Tredegar Industries, Inc.
1.07. Control Change Date means the date on which a Change
in Control event occurs. If a Change in Control occurs on
account of a series of transactions, the Control Change Date
is the date of the last of such transactions.
1.08. Eligible Employee means an individual (i) who is
employed by the Company or an Affiliate, (ii) who is a member
of a "select group of management or highly compensated
employees" (as such phrase is used in the Employee Retirement
Income Security Act of 1974, as amended), and (iii) whose
Retirement Plan benefit is reduced or limited by Code
section 415.
1.09. Participant means an Eligible Employee who is selected
by the Committee to participate in the Plan. An individual
shall remain a Participant only so long as the individual
remains an Eligible Employee and his designation as a
Participant has not been revoked or rescinded.
1.10. Plan means the Tredegar Industries, Inc. Retirement
Benefit Restoration Plan.
1.11. Retirement and Retire mean severance from employment
with the Company on or after attaining a vested or
nonforfeitable interest in the portion of his Retirement Plan
benefit attributable to Company contributions.
1.12. Retirement Plan means the Tredegar Industries, Inc.
Retirement Income Plan.
1.13. Totally and Permanently Disabled means a condition,
determined on the basis of medical evidence satisfactory to
a physician designated by the Administrator, rendering a
Participant, due to bodily injury or disease, unable to
perform services as follows: (i) during the first two years
of such disability (measured from the commencement of such
disability rather than the commencement of benefit payments)
such Participant is unable to perform any and every duty
pertaining to his employment with the Company; and (ii)
thereafter, such Participant is unable to engage in any
occupation or perform any work for compensation or profit
for which he is or may become reasonably fitted by education,
training or experience. In no event shall such condition
be deemed to exist during any period that the Participant
is not under the regular care and attendance of a legally
qualified physician during any period that he engages in any
occupation or performs any work for compensation or profit.
ARTICLE II
PARTICIPATION
An Eligible Employee who is designated to participate
in the Plan by the Committee shall become a Participant in
the Plan as of the date specified by the Committee. A
Participant shall continue to participate in the Plan until
such date as the Committee may declare that he is no longer
a Participant or until the date that he is no longer an
Eligible Employee.
ARTICLE III
BENEFITS FOR PARTICIPANTS LISTED ON EXHIBIT I
Subject to the limitations set forth in Articles VI
and VII, the benefits payable to or on behalf of a
Participant who the Committee, in its discretion, determines
will be listed on Exhibit I, shall be as provided in this
Article III. A Participant who is not listed on either
Exhibit I or Exhibit II shall be deemed to be listed on
Exhibit I. The Committee, in its discretion, may remove a
Participant from Exhibit I and include the Participant's name
on Exhibit II or rescind or revoke his designation as a
Participant, subject to the limitations set forth in
Articles VI and VII.
3.01. Retirement Benefit
Upon Retirement a Participant shall be entitled to
a monthly Retirement benefit equal to the difference between
(a) and (b) below where:
(a) = the monthly benefit that would have been
payable to the Participant under the Retirement Plan but for
the application of the limits set forth in Code section 415;
and
(b) = the monthly benefit that the Participant
is entitled to receive under the Retirement Plan.
The payment of the benefit under this Section 3.01 shall
begin as of the same date that the Participant's retirement
benefit under the Retirement Plan is scheduled to commence.
The benefit payable under this Section 3.01 also shall be
determined as of the date that the Participant's retirement
benefit under the Retirement Plan is scheduled to commence.
The benefit payable under this Section 3.01 shall be computed
and paid in the same form as the Participant's retirement
benefit under the Retirement Plan; provided, however, that
upon the Participant's death no further benefit shall be
payable under this Plan except as provided in Section 3.03.
3.02. Disability Benefit
If a Participant becomes Totally and Permanently
Disabled prior to his Retirement and during his employment
with the Company or an Affiliate, he shall be entitled to
receive a benefit calculated and paid in the manner set forth
in Section 3.01.
3.03. Beneficiary's Benefit
If a Beneficiary is entitled to a Retirement Plan
benefit on account of the Participant's death (regardless
of whether the Participant's death occurs before Retirement
or the commencement of his Retirement Plan benefit), the
Beneficiary shall be entitled to a monthly benefit under this
Plan equal to the difference between (a) and (b) where:
(a) = the monthly benefit that would have been
payable to the Beneficiary but for the application of Code
section 415 in the calculation of the Participant's accrued
benefit under the Retirement Plan; and
(b) = the monthly benefit that the Beneficiary
is entitled to receive under the Retirement Plan.
The payment of the benefit under this Section 3.03 shall
begin as of the same date that the Beneficiary's benefit
under the Retirement Plan is scheduled to commence. The
amount payable under this Section 3.03 also shall be
determined as of the date that the Beneficiary's benefit
under the Retirement Plan is scheduled to commence. The
benefit payable under this Section 3.03 shall be computed
and paid in the same form as the benefit payable to the
Beneficiary under the Retirement Plan.
ARTICLE IV
BENEFITS FOR PARTICIPANTS LISTED ON EXHIBIT II
Subject to the limitations set forth in Articles VI
and VII, the benefits payable to or on behalf of a
Participant who the Committee, in its discretion, determines
will be listed on Exhibit II to the Plan shall be as provided
in this Article IV. The Committee, in its discretion may
remove a Participant from Exhibit II and include the
Participant on Exhibit I or rescind or revoke his designation
as a Participant, subject to the limitations set forth in
Articles VI and VII.
4.01. Retirement Benefit
Upon Retirement a Participant shall be entitled to
a monthly Retirement benefit equal to the difference between
(a) and (b) below where:
(a) = the monthly benefit that would have been
payable to the Participant under the Retirement Plan but for
the application of the limits set forth in Code
sections 401(a)(17) and 415; and
(b) = the monthly benefit that the Participant
is entitled to receive under the Retirement Plan.
The payment of the benefit under this Section 4.01 shall
begin as of the same date that the Participant's retirement
benefit under the Retirement Plan is scheduled to commence.
The benefit payable under this Section 4.01 also shall be
determined as of the date that the Participant's retirement
benefit under the Retirement Plan is scheduled to commence.
The benefit payable under this Section 4.01 shall be computed
and paid in the same form as the Participant's retirement
benefit under the Retirement Plan; provided, however, that
upon the Participant's death no further benefit shall be
payable under this Plan except as provided in Section 4.03.
4.02. Disability Benefit
If a Participant becomes Totally and Permanently
Disabled prior to his Retirement and during his employment
with the Company or an Affiliate, he shall be entitled to
receive a benefit calculated and paid in the manner set forth
in Section 4.01.
4.03. Beneficiary's Benefit
If a Beneficiary is entitled to a Retirement Plan
benefit on account of the Participant's death (regardless
of whether the Participant's death occurs before Retirement
or the commencement of his Retirement plan benefit), the
Beneficiary shall be entitled to a monthly benefit under this
Plan equal to the difference between (a) and (b) where:
(a) = the monthly benefit that would have been
payable to the Beneficiary but for the application of Code
sections 401(a)(17) and 415 in the calculation of the
Participant's accrued benefit under the Retirement Plan; and
(b) = the monthly benefit that the Beneficiary
is entitled to receive under the Retirement Plan.
The payment of the benefit under this Section 4.03 shall
begin as of the same date that the Beneficiary's benefit
under the Retirement plan is scheduled to commence. The
amount payable under this Section 4.03 also shall be
determined as of the date that the Beneficiary's benefit
under the Retirement Plan is scheduled to commence. The
benefit payable under this Section 4.03 shall be computed
and paid in the same form as the benefit payable to the
Beneficiary under the Retirement Plan.
ARTICLE V
GUARANTEES
The Company has only a contractual obligation to make
payments of the benefits described in Articles III and IV.
All benefits are to be satisfied solely out of the general
corporate assets of the Company which shall remain subject
to the claims of its creditors. No assets of the Company
will be segregated or committed to the satisfaction of its
obligations to any Participant or Beneficiary under this
Plan.
ARTICLE VI
TERMINATION OF EMPLOYMENT
6.01. No Right To Employment
The Plan does not in any way limit the right of the
Company or an Affiliate at any time and for any reason to
terminate the Participant's employment or such Participant's
status as an Eligible Employee. In no event shall the Plan,
by its terms or by implication, constitute an employment
contract of any nature whatsoever between the Company or an
Affiliate and a Participant.
6.02. Termination Of Employment
A Participant who ceases to be an Eligible Employee
or whose employment with the Company and its Affiliates is
terminated either with or without cause, for reasons other
than death, Retirement or Total and Permanent Disability
shall immediately cease to be a Participant under this Plan
and shall forfeit all rights under this Plan. Further, in
no event shall an individual who was a Participant but who
is not a Participant at the time of such individual's death,
Retirement or Total and Permanent Disability, be entitled
to any benefit under the Plan. A Participant on authorized
leave of absence from the Company or an Affiliate shall not
be deemed to have terminated employment or lost his status
as an Eligible Employee for the duration of such leave of
absence.
6.03. Change In Control
Notwithstanding any contrary Plan provision, in the
event the employment of a Participant who is in the employ
of the Company or an Affiliate on a Control Change Date is
thereafter terminated (for reasons other than as a result
of acts of theft, embezzlement, fraud, or moral turpitude),
whether or not he is a Participant at the time of his
termination, he shall be fully vested in a benefit payable
under Article III and IV, as applicable, as of the date his
employment is terminated. A Participant who following a
Control Change Date voluntarily terminates employment within
sixty (60) days after (i) he does not receive salary
increases, bonuses, and incentive awards comparable to the
increases, bonuses and awards that he received in prior years
or that other executives in comparable positions receive in
the current year; or (ii) his compensation or employment-
related benefits are reduced; or (iii) his status, title(s),
offices, places of employment, working conditions, or
management responsibilities are diminished (other than
changes in reporting or management responsibilities to
reflect sound practices commonly followed by enterprises
comparable to the Company employing Participant or required
by applicable federal or state law) or within sixty days
after the last in a series of such events will be deemed to
have terminated under circumstances requiring full vesting
under this Section 6.03.
6.04. Reemployment
A Participant who ceases to be an employee of the
Company and who is subsequently reemployed by the Company
shall not accrue any additional benefits on account of such
later service for periods in which he is not a Participant.
ARTICLE VII
TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
7.01. Plan Amendment Or Termination
Except as otherwise specifically provided, the Company
reserves the right to terminate, amend or modify this Plan,
wholly or partially, at any time and from time to time. Such
right to terminate, amend or modify the Plan shall be
exercised for the Company by its Board of Directors.
7.02. Notice Requirements
(a) Section 7.01 notwithstanding, no action to
terminate the Plan shall be taken except upon written notice
to each Participant to be affected thereby, which notice
shall be given not less than thirty (30) days prior to such
action.
(b) Any notice which shall be or may be given under
the Plan shall be in writing and shall be mailed by United
States mail, postage prepaid. If notice is to be given to
the Company, such notice shall be addressed to it at its
principal executive office in Richmond, Virginia; addressed
to the attention of the Corporate Secretary. If notice is
to be given to a Participant, such notice shall be addressed
to the Participant at his last known address.
7.03. Limitation On Amendment, Termination, Etc.
The rights of the Company set forth in Section 7.01
are subject to the condition that neither its Board of
Directors nor the Committee shall take any action to
terminate the Plan, decrease the benefit that would become
payable or is payable, as the case may be, with respect to
or on behalf of a Participant, or to revoke or rescind an
individual's designation as a Participant after a Control
Change Date or after the Participant's death, Retirement or
Total and Permanent Disability.
7.04. Effect Of Termination
Except as provided in Sections 6.03, 7.01 and 7.03,
upon the termination of this Plan by the Board of Directors,
the Plan shall no longer be of any further force or effect,
and neither the Company nor any Participant shall have any
further obligation or right under this Plan. Subject to the
limitations in Sections 6.03, 7.01 and 7.03, the rights of
any individual who was a Participant and whose designation
as a Participant is revoked or rescinded by the Committee
shall cease upon such action.
ARTICLE VIII
OTHER BENEFITS AND AGREEMENTS
The benefits provided for a Participant and his
Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan
or program of the Company for its employees, and, except as
may otherwise be expressly provided for, the Plan shall
supplement and shall not supersede, modify or amend any other
plan or program of the Company in which a Participant is
participating.
ARTICLE IX
RESTRICTIONS ON TRANSFER OF BENEFITS
No right or benefit under the Plan shall be subject
to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to do so shall be
void. 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 any
Participant or Beneficiary under the Plan should become
bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge any right to a benefit hereunder,
then such right or benefit, in the discretion of the
Committee, shall cease and terminate, and, in such event,
the Committee may hold or apply the same or any part thereof
for the benefit of such Participant or Beneficiary, his or
her spouse, children, or other dependents, or any of them,
in such manner and in such portion as the Committee may deem
proper.
ARTICLE X
ADMINISTRATION OF THE PLAN
10.01. The Committee
The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee may
adopt such rules and regulations as may be necessary to carry
out the purposes hereof. The Committee's interpretation and
construction of any provision of the Plan shall be final and
conclusive.
10.02. Indemnification
The Company shall indemnify and save harmless each
member of the Committee against any and all expenses and
liabilities arising out of his membership on the Committee,
excepting only expenses and liabilities arising out of his
own willful misconduct. Expenses against which a member of
the Committee shall be indemnified hereunder shall include
without limitation, the amount of any settlement or judgment,
costs, counsel fees, and related charges reasonably incurred
in connection with a claim asserted, or a proceeding brought
or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to
which any such member may be entitled.
10.03. Power of the Committee
In addition to the powers hereinabove specified, the
Committee shall have the power to compute and certify the
amount and kind of benefits from time to time payable to
Participants and their Beneficiaries under the Plan, to
authorize all disbursements for such purposes, and to
determine whether a Participant is entitled to a benefit
under Section 3.02 or 4.02.
10.04. Information
To enable the Committee to perform its functions, the
Company shall supply full and timely information to the
Committee on all matters relating to the compensation of all
Participants, their Retirement, death or other cause for
termination of employment, and such other pertinent facts
as the Committee may require.
ARTICLE XI
MISCELLANEOUS
11.01. Binding Effect
The Plan shall be binding upon the Company and its
successors and assigns; subject to the powers set forth in
Article VII, and upon a Participant, his Beneficiary, and
either of their assigns, heirs, executors and administrators.
11.02. Governing Law
To the extent not preempted by federal law, the Plan
shall be governed and construed under the laws of the
Commonwealth of Virginia as in effect at the time of their
adoption and execution, respectively.
11.03. Gender; Singular and Plural
Masculine pronouns wherever used shall include
feminine pronouns and the use of the singular shall include
the plural.