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EXHIBIT 10 (vi)
As amended October 25, 1995, effective January 1, 1996
RESTATED SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES OF THE STANLEY WORKS
WHEREAS, The Stanley Works maintains for its employees who are employed
in salaried positions certain pension, stock bonus and profit sharing plans
designed to meet the requirements of Section 401(a) of the Internal Revenue Code
of 1986; and
WHEREAS, the benefits and contributions that may be provided under such
plans are limited by Sections 401 and 415 of the Internal Revenue Code and other
provisions thereof; and
WHEREAS, the Company maintains the Supplemental Retirement and Savings
Plan for Salaried Employees of The Stanley Works to provide for certain
employees, in addition to other benefits, benefits that may not be provided
under such plans; and
WHEREAS, the Company has previously amended and restated such
Supplemental Plan, effective January 1, 1993 and January 1, 1995; and
WHEREAS, the Company now desires to further amend and restate such
Supplemental Plan;
NOW, THEREFORE, the Company has adopted the following Amendment to and
Restatement of the Supplemental Plan for Salaried Employees of the Stanley
Works:
A R T I C L E 1
Name and Effective Date
Section 1.1 This Plan shall be known as the "Restated Supplemental
Retirement and Savings Plan for Salaried Employees of The Stanley Works".
Section 1.2 This Amendment and Restatement shall be effective as of
January 1, 1996, with respect to salaried employees of the Company employed on
or after such date.
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As amended October 25, 1995, effective January 1, 1996
A R T I C L E 2
Definitions
"Affiliate" means any affiliate or subsidiary of The Stanley Works.
"Applicable Limitation" means each of:
(i) the limitation on elective contributions under Sections 401(a)(30)
and 402(g)(1) of the Code;
(ii) the limitation set forth in Section 401(a)(17) of the Code on the
compensation that may be taken into account under a plan;
(iii) the limitation on contributions resulting from the application of
Section 401(k) or (m) of the Code;
(iv) the omission from the definition of "Compensation" set forth in
Article II of the Retirement Plan of amounts deferred pursuant to Section 3 of
the Deferred Compensation Plan for Participants in Stanley's Management
Incentive Plans; and
(v) the limitation on contributions or benefits, as the case may be,
set forth in the Savings Plan or the Retirement Plan as required by Section 415
of the Code.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Finance and Pension Committee of The Stanley
Works.
"Company" means The Stanley Works and any Affiliate that has adopted
the Qualified Plans.
"Eligible Employee" means a Highly Compensated Employee who is a
participant in the Management Incentive Plan of The Stanley Works.
"Highly Compensated Employee" means a salaried employee of the Company
who during the applicable Plan Year is a highly compensated employee, as defined
in Section 414(q) of the Code. For purposes of the preceding sentence, the
"applicable Plan Year" means, in the case of deferrals under Section 4.1, the
year in which an election is made under Section 4.6.
"Plan Year" means the applicable plan year of each of the Qualified
Plans.
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As amended October 25, 1995, effective January 1, 1996
"Qualified Plan" means each of the Savings Plan and the Retirement
Plan.
"Retirement Plan" means the Retirement Plan for Salaried Employees of
The Stanley Works.
"Savings Plan" means The Stanley Works 401(k) Savings Plan.
"Supplemental Company Contribution Account" means the account
established under the Plan to which amounts are credited under Section 4.2.
"Supplemental Employee Contribution Account" means the account
established under the Plan to which amounts are credited under Section 4.1.
"Unrestricted Qualified Plan Benefit" means the actuarial equivalent,
determined as of the date on which distribution commences, of the benefit, if
any, that would be payable to the Participant under the Retirement Plan if no
Applicable Limitation applied.
A R T I C L E 3
Participation in the Plan
Section 3.1 Each Eligible Employee of the Company shall become a
participant in the Plan on the date as of which an amount is first credited to
an account established under Article 4 in the name of such Eligible Employee.
Subject to Section 4.5, an Eligible Employee shall remain a participant until
all amounts to which he is entitled hereunder have been distributed.
Section 3.2 Participation in the Plan shall not give a participant any
right to remain in the service of the Company or of an Affiliate, and a
participant shall remain subject to discharge to the same extent as if the Plan
had not been adopted.
A R T I C L E 4
Crediting of Accounts; Election to Defer
Section 4.1 (a) If for a Plan Year an Eligible Employee's contributions
under Section 4.2 of the Savings Plan are limited by reason of the dollar
limitation described in paragraph (i) of the definition herein of Applicable
Limitation and such Eligible Employee has elected, in the manner described in
Section 4.6, to defer a portion of his or her compensation
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As amended October 25, 1995, effective January 1, 1996
from the Company (not to exceed, when added to contributions made under Section
4.2 of the Savings Plan, 15% of such compensation), there shall be credited to a
Supplemental Employee Contribution Account an amount equal to the excess of the
portion of compensation so elected over such dollar limitation.
(b) If for a Plan Year an Eligible Employee's contributions under
Section 4.2 of the Savings Plan are limited by reason of an Applicable
Limitation, other than as described in subsection (a), and such Eligible
Employee has elected, in the manner described in Section 4.6, to defer a portion
of his or her compensation from the Company, there shall be credited to a
Supplemental Employee Contribution Account an amount equal to the excess of (i)
over (ii) where:
(i) is the amount that would have been contributed under
Section 4.2 of the Savings Plan in the absence of the
Applicable Limitation, and
(ii) is the amount actually contributed under Section 4.2
of the Savings Plan.
Section 4.2 (a) If for a Plan Year an amount is credited to a
Supplemental Employee Contribution Account under Section 4.1, there shall be
credited to a Supplemental Company Contribution Account an amount equal to the
excess of (i) over (ii) where:
(i) is the amount that would have been contributed by the
Company under Section 5.2 of the Savings Plan with
respect to the sum of the elective contributions made
to the Savings Plan and the amount credited under
Section 4.1 if all of such amounts had been
contributed to the Savings Plan, and
(ii) is the amount actually contributed by the Company
under Section 5.2 of the Savings Plan.
(b) If the amount that may be contributed by the Company under Section
5.2 of the Savings Plan is limited by reason of an Applicable Limitation,
otherwise than as described in subsection (a), there shall be credited to a
Supplemental Company Contribution Account an amount equal to the excess of (i)
over (ii) where:
(i) is the amount that would have been contributed by the
Company under Section 5.2 of the Savings Plan in the
absence of the Applicable Limitation, and
(ii) is the amount actually so contributed by the Company.
Section 4.3 If a Participant's Unrestricted Qualified Plan Benefit
exceeds the actuarial equivalent, determined as of the date on which
distribution commences, of the
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As amended October 25, 1995, effective January 1, 1996
amount payable to him under the Retirement Plan, subject to Section 5.1, there
shall be payable to him or her under this Plan such excess.
Section 4.4 A participant's Supplemental Employee Contribution Account
and Supplemental Company Contribution Account shall be adjusted to reflect the
rate of return such accounts would have earned if they had been invested in
accordance with the provisions of the Savings Plan. Such rate of return shall
further reflect any additional amount that would have been payable under the
Retirement Plan by reason of the rate of return actually achieved under the
Savings Plan. The applicable rate of return shall be calculated from the time
when the contributions to the Savings Plan would have been allocated to the
participant's account thereunder in the absence of the Applicable Limitation.
Section 4.5 (a) In the event that a participant shall cease to be an
Eligible Employee or the Company, in its sole discretion, shall determine that a
participant may no longer actively participate in the Plan, any election under
Section 4.1 shall be deemed to have been revoked and no election may be made
under such section, and no amounts shall be credited under Section 4.2(b).
(b) If a participant described in subsection (a) later becomes an
Eligible Employee or the Company determines that such participant may recommence
active participation in the Plan, as the case may be, such participant shall
again become an active participant in the Plan; crediting under Section 4.2(b)
shall recommence; and, upon the filing of an election under Section 4.6,
crediting under Section 4.1 shall recommence.
(c) Any amount credited to an account established under Article 4 in
the name of a participant who was not an Eligible Employee for the Plan Year
with respect to which such amount was credited shall be distributed in a cash
lump sum payment upon the first to occur of the participant's death, disability
or separation from service with the Company or an Affiliate or the first day of
the calendar year in which the participant attains age 60. No further amount
shall be credited to any account established in the name of a participant
described in this subsection unless and until such participant becomes an
Eligible Employee. When such a participant becomes an Eligible Employee, amounts
credited to an account established in the name of the participant after he or
she becomes an Eligible Employee shall be distributed in accordance with Section
6.1 and amounts to which this subsection applies shall be distributed in
accordance with this subsection.
Section 4.6 An election to defer compensation under Section 4.1 shall
be made, and may be revoked, in such manner as the Committee may from time to
time prescribe. Any such election shall be effective only as to compensation to
be earned after the date of the election.
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As amended October 25, 1995, effective January 1, 1996
A R T I C L E 5
Vesting
Section 5.1 A participant shall be vested in each benefit provided
under this Plan in accordance with the vesting provisions of the Qualified Plan
to which such benefit relates.
A R T I C L E 6
Distributions
Section 6.1 (a) Except as otherwise provided in Section 4.5, amounts
credited to a participant's Supplemental Employee Contribution Account and
Supplemental Company Contribution Account shall be distributed upon a
participant's retirement, death, disability or other separation from service
with the Company or an Affiliate, or the later date specified in a written
election filed by the participant with the Committee under this subsection.
Except as otherwise permitted by the Committee in its sole discretion, no
election may be filed under this subsection after the beginning of the one-year
period ending on the date on which a participant retires, dies, becomes disabled
or otherwise separates from service with the Company or an Affiliate. No more
than one election may be filed by a participant under this subsection.
(b) Amounts payable under Section 4.3 shall be paid on the date on
which distribution commences under the Retirement Plan.
Section 6.2 Distributions under the Plan shall be made in the form of a
cash lump sum payment unless an election to receive the benefits due under
Section 4.3 in a life annuity form has been made by the participant. An election
under this section may be made, and may be revoked or superseded, during the
same period as an election may be made under Section 6.1(a).
Section 6.3 If, at the time of any payment hereunder, the Committee
determines that a participant to whom or on whose behalf payment is being made
is, for any reason, indebted to the Company or an Affiliate, The Stanley Works
shall be entitled to offset such indebted ness, including any interest accruing
thereon, against the payment otherwise due under the Plan.
Section 6.4 The Stanley Works shall withhold from any payment due under
the Plan the amount of any tax required by law to be withheld from compensation
paid to an employee.
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As amended October 25, 1995, effective January 1, 1996
Section 6.5 Any payment of benefits after a participant's death shall
be made to the beneficiary designated by the participant under the Qualified
Plan to which the benefit payable relates or to the individual entitled to
benefits under such plan in the absence of a beneficiary designation, unless the
participant designates, on a form provided by the Committee, another individual
or entity to receive benefits payable hereunder after his death.
Section 6.6 No loans shall be permitted under the Plan.
A R T I C L E 7
Miscellaneous
Section 7.1 The Board of Directors of The Stanley Works may, at any
time and from time to time, amend or terminate this Plan without the consent of
any participant or beneficiary.
Section 7.2 The Plan shall be administered by the Committee. The
Committee shall make all determinations as to the right of any person to a
benefit and the amount thereof. Any denial by the Committee of a claim by a
participant or beneficiary for benefits under the Plan shall be stated in
writing by the Committee and delivered or mailed to the participant or
beneficiary. Such notice shall set forth the specific reasons for the denial,
written in a manner that may be understood without legal counsel. The Committee
shall afford to any participant or beneficiary whose claim for benefits has been
denied a reasonable opportunity for a review of the denial of the claim.
Section 7.3 This Plan, including any amendments, shall constitute the
entire agreement between the Company and any employee, participant or
beneficiary regarding the subject matter of the Plan. There are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between the Company and any such individual relating to the subject matter
hereof, other than those set forth in the Plan. This Plan and any amendment
hereto shall be binding on the parties hereto and their respective heirs,
administrators, trustees, successors and assigns, and on any beneficiary of a
participant.
Section 7.4 If any provision of the Plan shall, to any extent, be
invalid or unenforceable, the remainder of the Plan shall not be affected
thereby, and each other provision of the Plan shall be valid and enforced to the
fullest extent permitted by law.
Section 7.5 The Company may establish a reserve or make any investment
for purposes of satisfying its obligation to pay benefits hereunder, and no
participant in the Plan shall have any interest in any such investment or
reserve. The right of any person to receive
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As amended October 25, 1995, effective January 1, 1996
benefits under the Plan shall be no greater than the right of any unsecured
general creditor of The Stanley Works.
Section 7.6 To the extent permitted by law, the right of any
participant or beneficiary to any benefit hereunder shall not be subject to
attachment or other legal process for the debts of such participant or
beneficiary, and any such benefit shall not be subject to anticipation,
alienation, sale, transfer, assignment or encumbrance.
Section 7.7 Whenever, in the opinion of the Committee, a person
entitled to receive any benefit hereunder is under a legal disability or is
unable to manage his or her financial affairs, the Committee may direct that
payment be made to such person or to his or her legal representative or to a
relative of such person for his or her benefit, or the Committee may direct that
any payment due hereunder be applied for the benefit of such person in such
manner as the Committee considers advisable. Any payment in accordance with this
section shall be a complete discharge of any liability for the making of such
payment under the provisions of the Plan.
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