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EXHIBIT 10(m)
September 18, 1990
SUPPLEMENTAL PENSION BENEFIT PLAN
K MART CORPORATION
SECTION 1. PURPOSE
The sole purpose of this Supplemental Pension Benefit Plan (the "Plan") is to
assure that any person who becomes eligible for benefits under the K mart
Corporation Employee Retirement Pension Plan (the "Retirement Plan") will
receive the benefits he or she would have received under the Retirement Plan
but for the limitations on contributions and benefits imposed by Sections 415
and 401(a)(17) of the Internal Revenue Code and Section IID of IRS Notice
88-131 (the "Benefit Limitations"). This Plan is intended to provide benefits
which in the aggregate with benefits provided under the Retirement Plan equal
the benefits which would result from the calculations made under the applicable
provisions of the Retirement Plan without giving effect to the Benefit
Limitations.
SECTION 2. EFFECTIVE DATE
The Plan shall become effective on February 1, 1983.
SECTION 3. ELIGIBILITY FOR PARTICIPATION
Persons whose benefits under the Retirement Plan are limited or reduced by a
Benefit Limitation shall be eligible for benefits provided by this Plan.
SECTION 4. AMOUNT AND PAYMENT OF BENEFITS
4.1 Amount of Benefit. The benefits payable hereunder shall equal the
excess, if any, of:
(a) the benefits which would be payable to a Retired Employee,
joint annuitant or beneficiary under the Retirement Plan if
benefits were paid thereunder without regard to the Benefit
Limitations,
over
(b) the benefits which are actually payable to such person under
the Retirement Plan,
provided, however, that the maximum total benefits under this
Plan and the Retirement Plan shall be $465,000 per year in the
case of a pension payable to a Retired Employee on a life income
basis, and
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reduced in accordance with the terms of the Retirement Plan for
any other form of payment of benefits. Such maximum shall
be adjusted by the percentage increase in the Consumer Price Index
(Urban) from January 1, 1988 through the end of the calendar year
preceding the commencement of benefits hereunder.
4.2 Payment of Benefits. Payment of benefits pursuant to the Plan
shall be made in the same manner and subject to the same terms and conditions
as the benefits provided under the Retirement Plan; provided, however, that no
person (or his or her joint annuitant or beneficiary) shall be entitled to
benefits under this Plan if, as determined by the Board of Directors of K mart
Corporation (the "Company"), such person (a) becomes an employee, director or
advisor of, or otherwise affiliated with, any other corporation, firm or
proprietorship in competition with the Company or an Affiliated Company (as
defined in the Retirement Plan), or (b) participated in any theft,
embezzlement, fraud, disclosure of confidential information or acts of a
similar nature against the Company or an Affiliated Company.
SECTION 5. FUNDING
Benefits under the Plan shall be payable solely from the general assets
of the Company or the appropriate participating Affiliated Company. The Plan
shall remain unfunded during the entire period of its existence.
SECTION 6. RIGHTS OF EMPLOYEES AND CONDITIONS OF EMPLOYMENT
6.1 Rights of Employees and Beneficiaries. Payment of benefits
pursuant to this Plan shall be made only to a Retired Employee, joint annuitant
or beneficiary. Such benefits shall not be subject in any manner to the debts
or other obligations of the person to whom they are payable and shall not be
sold, transferred, assigned or encumbered in any manner, either voluntarily or
involuntarily.
6.2 Conditions of Employment Not Affected by Plan. The establishment
and maintenance of the Plan shall not be construed as conferring any legal
rights upon any person to the continuance of employment with the Company or any
Affiliated Company, nor shall the Plan limit or affect the right of the Company
or any Affiliated Company to discharge any person from its employ.
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SECTION 7. ADMINISTRATION
The Company shall be responsible for the administration of the Plan and for
carrying out the purposes and provisions of the Plan. As administrator, the
Company:
(a) May adopt such rules, regulations and forms and establish such
procedures as it deems necessary or appropriate in its discretion
for the administration of the Plan.
(b) Shall have discretionary authority to interpret, construe and
determine the application of the Plan and its terms and to
resolve all issues arising under the Plan. This discretionary
authority shall include the authority to (i) construe disputed or
doubtful terms of the Plan or of any rule, regulation, form or
procedure, (ii) determine the eligibilty of an individual to
participate in the Plan, (iii) determine the amount, if any, of
benefits to which any participant or other person may be entitled
under the Plan, (iv) determine the timing and manner of payment of
benefits, (v) determine any matter relating to the administration
of the Plan or any claim under the Plan, and (vi) resolve all
other issues arising under the Plan, any such determinations to be
final and binding upon all persons.
(c) May take such other action as it deems necessary or appropriate
in its discretion for the proper administration of the Plan.
(d) May delegate any of the foregoing powers to any person or persons
or committee or committees.
All claims for benefits under the Plan must be submitted to the Company's
Director of Employee Benefits at the Company's headquarters on forms approved
by the Company. If a claim is approved or denied in whole or in part, or
additional information is required, notification will be furnished in most
cases in less than 90 days after receipt of the claim. If more than 90 days is
required for processing, the claimant will be advised prior to the expiration
of the 90 days as to when a decision can be expected (not to exceed 180 days
from receipt of the claim) and the circumstances necessitating the extension.
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A claimant may appeal a denial of a claim by submitting a written application
for review to the Company's Director of Employee Benefits. Such application
must be made within 60 days after the claimant received notification of the
denial unless the period is extended by the Director of Employee Benefits due
to special circumstances. A decision on the appeal will ordinarily be
made within 60 days after receipt of the application. If more than 60 days is
required, the claimant will be advised prior to the expiration of the 60 days
as to when a decision can be expected (not to exceed 120 days from receipt of
the application).
SECTION 8. AMENDMENT AND TERMINATION
The Company expects to continue the Plan indefinitely but reserves the
right to amend or discontinue it if, in its sole judgment, such an amendment or
discontinuance is deemed necessary or desirable. No such amendment or
termination of the Plan shall operate to reduce the accrued benefit hereunder
of any person eligible for benefits under this Plan determined as of the
effective date of amendment or termination. Notwithstanding the foregoing, any
benefits under this Plan may be reduced by amounts consistent with increases in
the amount of benefits permitted by the Benefit Limitations or due to the
elimination of any Benefit Limitation and any related benefit increase under
the Retirement Plan.
SECTION 9. MISCELLANEOUS
9.1 Merger, Consolidation, etc. In the event the Company
liquidates or dissolves or merges or consolidates with any other corporation,
suitable arrangements will be made for the payment of any benefits under the
Plan.
9.2 Controlling Law. To the extent not preempted by the laws of the
United States of America, the laws of the State of Michigan shall be the
controlling law in all matters relating to the Plan.
9.3 Severability. If any provisions of the Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of the Plan and this Plan shall be construed and enforced as if
said illegal and invalid provisions had never been included herein.
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9.4 Limitations on Provisions. The Plan shall not operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Retirement Plan.
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