Exhibit 10.75
Retirement Allowance Plan
for
Representative Directors and Directors
of
Baldwin-Japan Ltd.
Article 1. Purpose.
The purpose of this Retirement Allowance Plan is to govern, and provide
for, the retirement allowance of eligible Representative Directors and Directors
(reference herein to a "Director" shall include a Representative Director unless
the context requires otherwise) of the Company who are not otherwise covered by
the Company's work rules and retirement allowance program which apply to regular
employees (the "Employee Plan").
Article 2. Eligibility.
A Director of the Company who is appointed and works for the Company on a
full-time basis and who is not otherwise covered by the Employee Plan shall be
automatically eligible to participate in this Retirement Allowance Plan. A
Director of the Company who is not a full-time officer of the Company or who is
covered by the Employee Plan shall be ineligible to participate.
-2-
Article 3. Retirement Age.
The retirement age for a Director of the Company shall be determined as
follows:
Position Retirement Age
-------- --------------
President and Representative Director 68
Vice President and Representative Director 66
Senior Managing Director 64
Managing Director 64
Director (without any of the Above job title) 62
A Director shall retire from the Company effective as of the next Ordinary
General Meeting of Shareholders held following the date such Director reaches
the indicated retirement age, provided however, that nothing herein shall be
construed as requiring a Director to retire if the Shareholders request such
Director to extend his retirement age and he is willing and able to do so, and
provided further, that nothing herein shall be construed to prevent a Director
from electing to retire at any time prior to reaching the indicated retirement
age.
Article 4. Senior Advisers.
A Director who has actually retired shall be eligible for appointment by
the Board of Directors to the position of Senior
-3-
Adviser of the Company. A Director, if so appointed, shall serve as a Senior
Adviser for a fixed term, as determined in each instance at the time of
appointment. The fixed term may be renewed or extended. A Senior Adviser shall
receive as compensation a monthly payment equal to 60% of his base monthly
remuneration at the time of retirement (the "Senior Adviser Fee") for so long as
he shall serve as a Senior Adviser. Additionally, a Senior Adviser shall receive
reasonable compensation and reimbursement of expenses for any specific
assignments he may be requested to carry out on behalf of the Company. A Senior
Adviser who assumes any office with, and/or is employed by, any other person,
company or legal entity without the prior written consent of the Company shall
cease to be a Senior Adviser and shall receive no further payments hereunder.
Article 5. Retirement Allowance.
5.01 The retirement allowance of a Director for time served in each of the
following positions shall be computed by multiplying: (i) the Director's base
monthly remuneration at the date of retirement by (ii) the number of years
served in the respective position set forth below, and then further multiplied
by (iii) the respective multiplication factor(s) pertaining to the highest
position(s) held by the Director
-4-
during the last ten (10) years prior to retirement; provided, however, that the
retirement allowance for years of service in any, or a combination, of the
following positions which are in excess of the last ten years (10) of service
shall be computed by multiplying item (i) above by the number of excess years,
and then further multiplied by the multiplication factor for a Director (1.25):
Position Factor
-------- ------
President and Representative Director 3.2
Vice President and Representative Director 2.5
Senior Managing Director 2.0
Managing Director 1.5
Director (without any of the above job titles) 1.25
In the event that the Director has held more than one of the above
positions, the total retirement allowance shall be computed by adding the
retirement allowance for each position held as calculated above, subject to the
proviso of the first paragraph of this Article 5.
For purposes of above calculations, the unit of length of service shall be
180 days. A period of more than 180 days
-5-
making up part of the length of service shall be considered as a full year, and
any period of service less than 180 days and more than one month shall be
considered as one half of a year.
In addition to the above, a Director who has rendered service of particular
merit to the Company may be granted a meritorious retirement award of up to 50%
of the retirement allowance calculated above.
5.02 In addition to the retirement allowance calculated in accordance with
Article 5.01 above, any Director who has served as a Director of the Company for
a period of 20 years or more, of which at least 16 years have been in the
capacity as the President and Representative Director of the Company, shall be
entitled to receive an annual supplemental retirement allowance equal to 40% of
the average of the three highest gross annual base remuneration received from
the Company, including all entities affiliated with the Company, subject to the
following:
A. For purposes of this calculation, amounts considered as bonuses or
incentives shall not be counted as part of the Director's annual base
remuneration.
-6-
B. The supplemental retirement allowance shall be paid annually in twelve
equal installments beginning in the month following the month in which
the Director retires from active service with the Company, provided
however, that in the event the Director retires before reaching the
age of 65 the supplemental retirement allowance will not begin until
the month following the month in which the Director turns 65 years of
age.
C. In the event the Director meets the minimum requirement of having
served for a period of 16 years as the President and Representative
Director of the Company but is required to retire from the Company
before satisfying the requirement of having served as a Director of
the Company for 20 years either as a result of a permanent disability
or at the request of the Company or its shareholder for any reason,
the supplemental retirement allowance shall vest immediately and
payment shall begin as of the date of separation from the Company.
D. The supplemental retirement allowance shall be
-7-
paid monthly to the Director (or the Director's legal heirs) for a
period of 180 months or until the death of the Director, whichever
comes later.
E. In the event the Director dies after serving for 16 years as the
President and Representative Director of the Company but before
retirement, the supplemental retirement allowance shall be paid to the
Director's spouse for up to a maximum of 180 months, provided that if
at the time of the Director's death, the Director is not survived by a
spouse or if the surviving spouse dies before the expiration of the
180-month term, then the remaining months of supplemental retirement
allowance payments shall be paid to the Director's legal heirs.
Article 6. Death or Permanent Disability.
In the event a Director dies or becomes permanently disabled prior to his
retirement, his years of service as Director and his retirement allowance shall
be calculated as if he had finished his then current term as a Director. In the
event that a Director dies prior to his retirement, his retirement allowance as
calculated herein, subject to approval
-8-
by the Shareholders of the Company, and subject to Article 5.02, E Above, shall
be paid to his legal heirs. A Director who dies or becomes permanently disabled
while serving as a Special Adviser shall receive the Special Advisers Fee (in
the case of death it shall be paid to his legal heirs) for a period of six
months after the date of death or permanent disability.
Article 7. Payment.
Retirement allowance shall be paid within 60 days of the date of the
Shareholders' Meeting at which the Director's term expires. In the case of death
or permanent disability prior to retirement, retirement allowance shall be paid
within 120 days of the date of death or permanent disability.
Article 8. Amendment or Modification.
This Retirement Allowance Plan may be amended or modified at any time by
the Shareholders of the Company at a duly convened Shareholders' Meeting.