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EXHIBIT 10.22
CRS SIRRINE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
Purpose
1.1 Purpose of Plan. The purpose of the CRS Sirrine, Inc.
Supplemental Executive Retirement Plan (the ("Plan") is to advance the
interests of CRS Sirrine, Inc. (the "Company") and its subsidiaries and
affiliates (hereinafter sometimes collectively or individually referred to as
the "Employer") and of its shareholders by assisting the Employer in attracting
and retaining in its employ highly qualified individuals for the successful
conduct of its business. The Employer hopes to accomplish these objectives by
providing for supplemental retirement benefits and death benefits for its key
employees selected to participate in the Plan.
1.2 ERISA Status. The Plan is intended to qualify for the
exemptions under Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") provided for plans that are unfunded and maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees.
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ARTICLE II
Definitions
"Administrative Committee" means the committee appointed by the
President and designated to administer the Plan as provided in Section 7.1
below.
"Average Compensation" means the total Compensation for the five most
recent Plan Years during any part of which a Participant was employed by the
Employer divided by five; provided that if the number of Plan Years during
which the Participant was employed by the Employer is less than five, the
number five in the preceding provisions of this definition shall be replaced by
such lesser number; and provided further that, if a Change of Control occurs,
no Participant's Average Compensation shall ever be less than the amount it
would have been if determined on the date immediately preceding the date on
which the Change of Control occurred. For purposes of the preceding sentence, a
Participant's Compensation for any Plan Year during which he was employed by
the Employer for less than the entire Plan Year shall be converted to an
equivalent annual amount for the full Plan Year.
"Beneficiary" means the person designated by each Participant to
receive the payments with respect to the Participant pursuant to Section 4.4 in
the event of the Participant's death prior to receiving complete payment of his
Supplemental Retirement Benefit or Supplemental Disability Benefit. If the
Participant is married at the time of his death, a designation of any person
other than his or her spouse
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as a Beneficiary shall not be given effect unless the Participant's
spouse has consented in writing, on a form prescribed by the Administrative
Committee for this purpose, to such designation. In order to be effective, any
designation of a Beneficiary must be filed with the Administrative Committee,
on the form prescribed by the Administrative Committee for this purpose, before
the Participant's death. A Participant may revoke or change his or her
designation of a Beneficiary by filing a new designation in the manner provided
in the preceding two sentences. In the absence of an effective designation of a
Beneficiary, or if the designated Beneficiary is not in being at the time of
the Participant's death, "Beneficiary" means the Participant's spouse or, if
there is no spouse, the Participant's estate.
"Board" means the Board of Directors of the Company.
A "Change of Control" shall be deemed to occur when and only when the
first of the following events occurs, except as provided below:
(a) any person becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 25 percent or
more of the combined voting power of the Company's then outstanding
voting securities, and a majority of the Incumbent Board does not
approve
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the acquisition before the acquisition occurs; or
(b) three or more directors, whose election or nomination for
election is not approved by a majority of the Incumbent Board, are
elected within any single 12-month period to serve on the Board; or
(c) members of the Incumbent Board cease to constitute a
majority of the Board.
Notwithstanding the foregoing, a Change of Control shall not be deemed
to occur pursuant to subsection (a), above, solely because 25 percent or more
of the combined voting power of the Company's outstanding securities is
acquired by one or more employee benefit plans maintained by the Company or by
any other employer the majority interest in which is held, directly or
indirectly, by the Company. For purposes of this definition, the terms "person"
and "beneficial owner" shall have the meanings set forth in sections 3(a) and
13(d) of the Securities Exchange Act of 1934, as amended, and in the
regulations promulgated thereunder; and the term "Incumbent Board" shall mean
(i) the members of the Board on January 1, 1988, to the extent that they
continue to serve as members of the Board, and (ii) any individual who becomes
a member of the Board after January 1, 1988, if his election
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or nomination for election as a director was approved by a vote of at
least three quarters of the then Incumbent Board.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Company" means CRS Sirrine, Inc.
"Compensation" means the Participant's base salary plus cash bonuses
and other cash incentives of any kind for services rendered to the Employer,
including amounts that the Participant could have received in cash instead of
electing either (i) to defer such amounts under the CRS Sirrine, Inc. Senior
Management Deferred Compensation Plan or any similar or successor plans or (ii)
to have such amounts contributed on his or her behalf by the Company on or
after August 1, 1984 to the CRS Sirrine, Inc. Flexible Benefits Plan or any
similar or successor plans.
"Compensation Committee" means the Compensation Committee of the Board.
"Disability" means the total and permanent disability of a
Participant within the meaning of the Company's long-term disability policy or
as otherwise determined by the Administrative Committee on the basis of proper
medical evidence.
"Effective Date" means November 1, 1987, which is the effective date of
the Plan.
"Employer" means the Company and its subsidiaries and affiliates
(collectively or individually).
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"Equivalent Value" means the present value of a series of future
payments using as a discount factor the rate of interest used by the Pension
Benefit Guaranty Corporation to value immediate annuities for defined benefit
plans terminating as of the date Equivalent Value is being determined or, in
the event that such rate of interest cannot be ascertained, such other
reasonable rate of interest as the Administrative Committee may determine.
"Participant" means an employee who has commenced participation in the
Plan pursuant to Article III and who has not ceased to be a Participant in
accordance with Section 3.6.
"Plan" means the CRS Sirrine, Inc. Supplemental Executive Retirement
Plan, as set forth herein and as amended from time to time.
"Plan Year" means the fiscal year of the Company.
"President" means the president of the Company.
"Retirement" means the termination of a Participant's employment with
the Employer on or after the date on which the Participant attains age 55,
other than a termination by reason of death or Disability or a termination by
the Employer for cause, which includes, among other things, termination for
conduct that the Administrative Committee determines to have had an adverse
effect on the Employer; provided that on or after the date on which a Change of
Control occurs, a termination by the Employer of a Participant's employment
shall be deemed to be for cause, for purposes of the Plan, only if the
Participant's employment is terminated for conduct
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involving willful insubordination or involving willful misconduct or moral
turpitude that has an adverse effect on the Employer. The Compensation
Committee, in its sole discretion, may determine that a termination of
employment that does not satisfy the preceding sentence shall nevertheless be
deemed to be a Retirement for purposes of the Plan.
"Supplemental Death Benefit" means the benefit described in Sections
4.4 and 4.5.
"Supplemental Disability Benefit" means the benefit described in
Section 4.3.
"Supplemental Retirement Benefit" means the benefit described in
Section 4.1.
"Year of Service" means a 12-month period during which an employee was
employed on a full-time basis by the Employer.
ARTICLE III
Participation
3.1 Participation by Certain Executives. An employee shall be a
Participant if he or she is a senior officer of the Company or the chief
executive officer of a subsidiary or division of the Company and
(a) the employee has completed five Years of Service with
the Employer, and
(b) the President finds, in his sole discretion, that the
employee occupies a management position that includes duties the
performance of which is essential for the successful operation of the
Employer and recommends that the employee be a Participant, and
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(c) the Compensation Committee, in its sole discretion,
selects the employee as a Participant based on the recommendation of
the President, and
(d) the Board, in its sole discretion, approves the selection
made by the Compensation Committee.
3.2 Limitation on the Number of Participants. Except as may be
otherwise authorized by the Compensation Committee and approved by the Board, no
more than 15 employees of the Employer shall be Participants.
3.3 Designation by Compensation Committee. Notwithstanding the
limitations in Sections 3.1 and 3.2, the Compensation Committee may, in its
sole discretion, but only with the approval of the Board, designate for
participation any individual who it determines occupies a management position
that includes duties the performance of which is essential for the successful
operation of the Employer.
3.4 Effective Date of Participation. An individual who becomes a
Participant pursuant to Section 3.1 or 3.3 shall become a Participant as of the
date designated by the Compensation Committee and the Board when they vote to
approve the individual's participation or designate the individual for
participation, as applicable. Those individuals who are Participants as of the
inception of the Plan shall become Participants as of the Effective Date.
3.5 No Right to Participate. Under no circumstances shall the
President, the Compensation Committee, or the Board be obligated to recommend,
approve, or designate any person to participate in the Plan, nor shall any
person have a cause of
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action against the Company, the President, the Compensation Committee, or the
Board based on the failure or refusal of the President, the Compensation
Committee, or the Board to recommend, approve, or designate him or her for
participation in the Plan.
3.6 Termination of Participation. A Participant's participation in
the Plan shall not be terminated involuntarily except upon termination of his
employment with the Employer for reasons other than death, Disability, or
Retirement. In addition, a Participant's participation in the Plan shall
terminate once his or her benefits under the Plan have been fully distributed.
ARTICLE IV
Supplemental Benefits
4.1 Supplemental Retirement Benefits. Each Participant shall
receive a Supplemental Retirement Benefit under the Plan commencing as of the
first day of the month next following his or her Retirement. The Supplemental
Retirement Benefit shall be paid monthly for 120 consecutive months. The amount
of each monthly Supplemental Retirement Benefit payment shall be one-twelfth
(1/12) of the Participant's Average Compensation multiplied by the Applicable
Percentage, as defined in Section 4.2.
4.2 Applicable Percentage. For a Participant whose Retirement
occurs on or after the date on which the Participant attains age 65, the
Applicable Percentage shall be 20 percent
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(20%). For a Participant whose Retirement occurs before the date on
which the Participant attains age 65, the Applicable Percentage shall be
reduced by one-twelfth (1/12) of one percent (1%) for each full month, up to
120 months, by which the Participant's Retirement precedes the date on which
the Participant will attain age 65. Thus, for a Participant whose Retirement
occurs on the date on which the Participant attains age 55, the Applicable
Percentage shall be 10 percent (10%).
4.3 Supplemental Disability Benefits. A Participant whose
employment with the Company terminates by reason of Disability shall receive a
Supplemental Disability Benefit under the Plan commencing as of the first day
of the month coinciding with or next following the later of the date on which
the Administrative Committee determines that the Participant has incurred a
Disability or the date on which the Participant's employment with the Employer
terminates. The Supplemental Disability Benefit shall be paid monthly for 120
consecutive months. The amount of each monthly Supplemental Disability Benefit
payment shall be one-sixtieth (1/60) of the Participant's Average Compensation.
4.4 Death of Participant.
(a) Prior to Termination of Employment. If a Participant dies prior
to termination of his or her employment with the Employer, the Participant's
Beneficiary shall receive, commencing as of the first day of the month
coinciding with or next following the date of the Participant's death, a
Supplemental Death Benefit under the Plan consisting of 120
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consecutive monthly payments. The amount of each monthly Supplemental Death
Benefit payment shall be one-sixtieth (1/60) of the Participant's Average
Compensation.
(b) After Retirement or Disability. If a Participant dies before
receiving all 120 payments of a Supplemental Retirement Benefit or
Supplemental Disability Benefit that the Participant was, on the date of his or
her death, entitled to receive pursuant to Section 4.1 or 4.3, the balance of
the 120 payments shall be made, on a monthly basis, to the Participant's
Beneficiary.
(c) Special Rule Where Beneficiary is Estate. If the Beneficiary
entitled to receive any payments pursuant to Section 4.4(a) or 4.4(b) is the
Participant's estate, the Equivalent Value of such payments shall be paid to
the estate in a lump sum as soon as administratively practicable,.
4.5 Death of Beneficiary. If a Beneficiary dies after becoming
entitled to receive payments pursuant to Section 4.4(a) or 4.4(b), the
Equivalent Value of the remaining payments that would have been payable to the
Beneficiary had he or she survived shall be paid in a lump sum to the estate of
the Beneficiary as soon as administratively practicable.
ARTICLE V
Method of Payment
5.1 Nature and Source of Payments. The Company's obligation to make
payments under the Plan is a contractual obligation only. The Company's
obligation is unfunded and
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unsecured, and all benefits hereunder shall be paid by the Company out of
its general assets. Nothing herein, and no action taken pursuant to the
provisions hereof, shall be deemed to create a trust of any kind, or a
fiduciary relationship, between the Company and any Participant, Beneficiary,
or other person. No special or separate fund shall be established nor shall any
other segregation of assets be made to assure the payment of benefits under the
Plan. No Participant or Beneficiary shall have any interest in or lien
against any particular asset of the Company by virtue of the existence of the
Plan. Each Participant's and Beneficiary's rights hereunder shall be limited to
those of a general and unsecured creditor of the Company, and all assets used
to pay benefits pursuant to the Plan shall be subject to the claims of the
general creditors of the Company.
5.2 Equivalent Value Payments. The Administrative Committee may, in
its sole discretion, elect at any time to pay the Equivalent Value of future
payments pursuant to Section 4.1, 4.3, 4.4(a), or 4.4(b) in a single lump-sum
cash payment.
5.3 Payment of Benefits to Others. If the Administrative Committee
finds that any person entitled to receive a distribution hereunder is unable to
care for his affairs by reason of illness or other disability, any amount to be
distributed to such person hereunder (unless prior claim thereto shall have
been made by a duly qualified guardian or other legal representative) may, in
the discretion of the Administrative Committee, be paid to the spouse, child,
parent,
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brother or sister of such person or to any other person deemed by the
Administrative Committee to be maintaining or responsible for the maintenance
of such person. Any such payment shall be a payment for the account of the
person entitled to receive such distribution, and shall constitute a complete
discharge of any liability therefor under the Plan.
5.4 Delivery of Benefit Payments. All payments under the Plan shall
be delivered in person or mailed to the last address of the Participant (or to
that of any other person entitled to such payments under the terms of the Plan)
furnished pursuant to Section 5.6 hereof. If the Administrative Committee
cannot, by making a reasonably diligent attempt by mail, locate a Participant
entitled to such payment within two years after the first day as of which such
payment becomes payable, such Participant shall be conclusively presumed to
have been dead on the first payment date and the payment shall be made to the
Participant's Beneficiary. If the Administrative Committee cannot, by making a
reasonably diligent attempt by mail, locate a Beneficiary entitled to payment
under the terms of the Plan within two years after the first day as of which
such payment becomes payable, such Beneficiary shall be conclusively presumed
to have predeceased the Participant. In no event shall any delay as a result of
the inability of the Administrative Committee, by a reasonably diligent attempt
by mail, to locate a Participant or Beneficiary give rise to any claim for
interest with respect to any amount payable pursuant to the Plan.
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5.5 Overpayments. In the event that the Administrative Committee
determines that the benefits actually paid with respect to a Participant or
Beneficiary exceed the benefits that were properly payable pursuant to the
Plan, the Administrative Committee may, in addition to exercising any other
legal remedies available, reduce or suspend future benefits in any manner that
the Administrative Committee in its sole discretion deems equitable.
5.6 Current Address. Each Participant shall be responsible for
furnishing the Administrative Committee with his or her correct current address
and that of his Beneficiary. Each Beneficiary shall be responsible for
furnishing the Administrative Committee with his or her correct current
address.
5.7 Release. If in the opinion of the Administrative Committee
any present, former or future spouse of a Participant shall by reason of the
law of any jurisdiction appear to have any interest in the benefits that might
be or become payable under the Plan to that Participant, the Administrative
Committee may, as a condition precedent to the making of a benefit payment
hereunder, require such written release or releases, or such other proof in
lieu thereof, as in its discretion it shall determine to be necessary,
desirable or appropriate either to protect the rights of any such present,
former or future spouse or to prevent or avoid any conflict or multiplicity of
claims with respect to the payment of any benefits under the Plan.
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ARTICLE VI
Suspension and Termination of Benefits
6.1 Suspension of Benefits During Reemployment. If a Participant to
whom benefits (other than Supplemental Disability Benefits) are payable under
the Plan is reemployed by the Employer on more than a half-time basis, payments
to the Participant shall be suspended (but shall not be forfeited) until the
Participant thereafter ceases to be employed by the Employer. After the period
of suspension, the payments to or in respect of the Participant shall resume
and shall continue until the total benefit payable pursuant to the Plan has
been paid. The monthly amount of payments that are resumed after the period of
suspension shall be the same as the monthly amount of payments made prior to
the Participant's reemployment, based on his or her Average Compensation and
Applicable Percentage as determined prior to his or her reemployment.
6.2 Forfeiture of Benefits. If a Participant who voluntarily
terminated his or her employment with the Employer becomes substantively
employed by a competitor before the Participant attains age 65, any monthly
payment that would otherwise be payable to the Participant pursuant to the Plan
during such period of employment with the competitor shall be forfeited
permanently. For purposes of this Section 6.2, "substantively employed" shall
mean employed in a position determined by the Administrative Committee, in its
sole discretion, to be a managerial or comparable position in which the
Participant's annual rate of compensation is at least 50
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percent of the Participant's Compensation (on an annual basis) for the
Plan Year immediately preceding the year of the Participant's termination of
employment with the Employer. For purposes of this Section 6.2, the term
"competitor" shall mean any person or entity that the Administrative Committee
determines, in its sole discretion, engages in a business that is directly or
indirectly in competition with the Employer.
6.3 Termination of Supplemental Disability Benefits. If a
Participant who is receiving Supplemental Disability Benefits becomes employed
in a position that the Administrative Committee determines, in its sole
discretion, is inconsistent with the purpose intended to be served by providing
such benefits under the Plan, such benefits shall cease permanently. If such a
Participant is reemployed by the Employer on more than a half-time basis and
such reemployment is subsequently terminated by reason of Disability or death,
the Participant (or, if applicable, the Participant's Beneficiary) shall then
be entitled to those benefits for which he or she would qualify under the terms
of the Plan on the basis of such subsequent Disability or death. If a
Participant described in the first sentence of this Section 6.3 is reemployed
by the Employer on more than a half-time basis and such reemployment is
subsequently terminated by reason of Retirement, the Participant shall then be
entitled to further monthly payments in the monthly amount for which he or she
would qualify under the terms of the Plan on the basis of such subsequent
Retirement; provided that the number of such further monthly
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payments shall be 120 less the number of Supplemental Disability Benefit
payments that the Participant had previously received. A Participant
whose employment with the Employer terminated by reason of Disability after
attaining age 55 and whose Supplemental Disability Benefits cease pursuant to
the first sentence of this Section 6.3 by reason of his employment by an
employer other than the Employer shall receive, in lieu of the balance of his
or her Supplemental Disability Benefit payments, further monthly payments
commencing upon such reemployment. The number of such further monthly payments
shall be 120 less the number of Supplemental Disability Benefit payments the
Participant had previously received, and the monthly amount of such further
payments shall be the, monthly amount that would have been payable as a
Supplemental Retirement Benefit if the Participant's termination of employ-
ment with the Employer had occurred by reason of Retirement instead of
Disability. Any such payments shall be subject to the provisions of Section
6.2; provided that, for purposes of Section 6.2, the Participant shall be
deemed to have voluntarily terminated his or her employment with the Employer
if the Administrative Committee determines that he or she did not seek (or was
offered but did not accept) reemployment with the Employer.
6.4 Waiver by Administrative Committee. The Administrative
Committee may, in its sole discretion, waive the application of Section 6.1,
6.2 or 6.3.
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ARTICLE VII
Administrative Committee
7.1 Appointment and Membership. The President shall appoint an
Administrative Committee consisting of four (or another number, not less than
three, determined by the President) persons. The members of the
Administrative Committee shall serve until resignation, death or removal by the
President. Any member of the Administrative Committee may resign at any time by
mailing written notice of such resignation to the President. Any member of the
Administrative Committee may be removed by the President with or without cause.
Vacancies in the Administrative Committee arising by resignation, death,
removal or otherwise shall be filled by such persons as may be appointed by the
President.
7.2 Powers and Duties. In addition to any powers and duties
specified in other provisions hereof and any implied powers and duties that may
be needed to carry out the provisions of the Plan, the Administrative Committee
shall have the following specific powers and duties:
(a) To interpret the Plan and to decide any and all matters
hereunder, including the right to remedy possible ambiguities,
inconsistencies or omissions;
(b) To adopt and enforce from time to time such rules and
regulations, and to prescribe such forms and take such other actions,
not inconsistent with the declared purposes of the Plan, as it may deem
necessary to enable it to administer the Plan and to carry out the
provisions hereof;
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(c) To determine the amount and method of payment of
benefits that shall be payable to any Participant or Beneficiary in
accordance with the provisions of the Plan;
(d) To appoint other persons to carry out such
responsibilities under the Plan as it may determine; and
(e) To employ one or more persons to render advice with
respect to any of its responsibilities under the Plan.
7.3 Actions of Administrative Committee. The Administrative
Committee shall establish appropriate procedures to conduct its operations and
to carry out its rights and duties under the Plan. These procedures shall cover
meetings, quorums and voting, and may cover written consents in lieu of
meetings and other matters.
7.4 Actions Involving Administrative Committee Participant. A
member of the Administrative Committee who is also a Participant in the Plan
shall have no right to vote with respect to any action that pertains
particularly to any matter personal to him or her as a Participant in the Plan.
In the event that a sufficient number of the remaining members of the
Administrative Committee are unable to agree as to the action to be taken with
respect to such member as a Participant in the Plan, the President shall
appoint an impartial person to arbitrate the matter between such remaining
members and to reach a decision upon the matter on the basis of the terms and
conditions of the Plan.
7.5 Authority and Liability of the Administrative Committee. All
decisions and directions made or given by the
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Administrative Committee in the exercise of its powers and duties
hereunder prior to the date on which a Change of Control occurs shall be final
and binding upon all parties concerned. Except as otherwise provided by law, no
member of the Administrative Committee shall be liable to the Company or to
any Participant or Beneficiary by reason of the exercise in good faith of any
power or discretion vested in such member by the terms of the Plan.
7.6 Benefit Claims Procedure. A claim for a benefit under the Plan
by any person shall be filed with the Administrative Committee in the manner and
governed by procedures set forth in the CRS Sirrine, Inc. Thrift Plan (401(k)
plan), as amended from time to time, or other procedures established by the
Administrative Committee.
7.7 Compensation and Expenses. The members of the Administrative
Committee shall serve without compensation for their services, but all expenses
of the Administrative Committee and all other expenses incurred in
administering th Plan shall be paid by the Employer.
7.8 Indemnification. The Company shall indemnify the President,
members of the Compensation Committee, and members of the Administrative
Committee against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding, or in connection with any appeal thereto, to which they or
any of them may be a party by reason of any action taken or failure to act
under or in connection with the
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Plan and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by
the Company) and against all amounts paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
indemnified person is liable for fraud, deliberate dishonesty or willful
misconduct in the performance of his or her duties; provided that within 60
days after the institution of any such action, suit or proceeding an
indemnified person has offered in writing to allow the Company, at its own
expense, to handle and defend any such action, suit or proceeding.
ARTICLE VIII
Amendment and Termination
8.1 Power to Amend and Terminate Reserved. The Board shall have the
right to amend or modify the terms of the Plan at any time, retroactively or
prospectively, and may terminate the Plan at any time, provided that, with
respect to any person who was a Participant on the date immediately preceding
the date on which the amendment, modification, or termination was made or
adopted (the "Adoption Date"), no amendment, modification or termination of the
Plan shall in any way reduce, adversely affect, or impair the Participant's (or
his Beneficiary's) rights to any past, present, future, or potential benefits
(whether or not already earned by the Participant and whether payable
commencing on, after, or before
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the Adoption Date) pursuant to the terms and conditions of the Plan as
in effect on the date immediately preceding the Adoption Date.
ARTICLE IX
Miscellaneous
9.1 Change of Control. In the event of a Change of Control, all of
the obligations of the Company under the Plan, including the obligations
imposed by this Section 9.1, shall continue to be enforceable against the
Company and any successor to all or substantially all of the Company's business
or assets. Notwithstanding any provision of Article IV to the contrary:
(a) Any Participant, Beneficiary or estate to which, as of
the date on which a Change of Control occurs, a benefit is payable
pursuant to Article IV shall receive in a single lump-sum cash payment
the Equivalent Value of all benefit payments that such Participant,
Beneficiary or estate is entitled to receive, at that time or in the
future, under the Plan. Such lump-sum payment shall be made within 30
days after the date on which the Change of Control occurs.
(b) Any Participant, Beneficiary or estate to which, as of
the date on which a Change of Control occurs, a benefit is not payable
pursuant to Article IV, but to which a benefit becomes payable pursuant
to Article IV after the date on which a Change of Control occurs, shall
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receive in a single lump-sum cash payment the Equivalent Value of all
benefit payments that such Participant, Beneficiary or estate is
entitled to receive, at that time or in the future, under the Plan.
Such lump-sum payment shall be made within 30 days after the date on
which the Participant, Beneficiary or estate first becomes entitled to
receive benefits pursuant to Article IV.
(c) Any Participant who, on or after the date on which a
Change of Control occurs, incurs an involuntary termination of
employment (except for a termination of employment for conduct
involving willful insubordination or involving willful misconduct or
moral turpitude that has an adverse effect on the Employer) or
terminates employment for Good Reason shall receive, in a single
lump-sum cash payment made within 30 days after the date on which the
involuntary termination of employment or termination for Good Reason
occurs, the Equivalent Value of a Supplemental Retirement Benefit that
is determined based on an Applicable Percentage of 20 percent.
For purposes of Section 9.1(c), Equivalent Value shall be determined as
if the Participant were entitled to a series of payments under the Plan
commencing on the date on which his termination of employment occurred. For
purposes of Section 9.1(c), a Participant shall be deemed to have "Good Reason"
for terminating employment with the Company only if one or more of the
following occurs to the Participant after a Change of Control: demotion (in the
Participant's reasonable judgment);
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layoff; reduction by the Company of the Participant's Compensation; assignment
to the Participant of duties that, in the Participant's reasonable judgment,
are inconsistent with his position; a material increase in the
Participant's duties without a commensurate increase in his Compensation;
imposition of a requirement that the Participant be based anywhere other than
within 25 miles of the Company's principal office; or any violation by the
Company of any agreement between it and the Participant; provided that no
action by the Company shall give rise to Good Reason if it results from the
Participant's Retirement, death, or termination for cause (as defined in the
proviso in the definition of "Retirement", above), and no action by the Company
specified in the first four items of this sentence shall give rise to Good
Reason if it results from the Participant's Disability. Good Reason shall not
be deemed to be waived by reason of the Participant's continued employment as
long as the Participant's employment terminates within six (6) months after the
Good Reason arises or within thirty (30) months after the Change of Control,
whichever occurs later.
9.2 Plan Does Not Affect the Rights of Employee. Nothing contained
in this Plan shall be deemed to give any Participant the right to be retained
in the employment of the Employer, to interfere with the rights of the Employer
to discharge any Participant at any time, or to interfere with a Participant's
right to terminate his employment at any time.
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9.3 Nonalienation and Nonassignment. Except as provided in Section
9.4, no amounts payable or to become payable under the Plan to a Participant or
Beneficiary shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and if any Participant or
Beneficiary shall attempt to or shall anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same prior to distribution as herein
provided, or if by bankruptcy or other events his or her benefits would devolve
upon anyone other than the Participant or Beneficiary or his or her spouse or
beneficiary or estate, then the Administrative Committee, in its sole
discretion, may cause the interest of the Participant or Beneficiary in any
such amounts to be terminated and to be held or applied to or for the benefit
of such person or persons and in such manner as the Administrative Committee
may deem proper.
9.4 Tax Withholding. The Employer shall have the right to deduct
from any payments to a Participant or Beneficiary under the Plan or from
other amounts payable to a Participant or Beneficiary any taxes required by law
to be withheld with respect to any amounts payable under the Plan. The
Participant and/or his or her Beneficiary (including his or her estate) shall
bear all taxes on amounts paid under the Plan to the extent that taxes are not
withheld, irrespective of whether withholding is required.
9.5 Setoffs. To the fullest extent permitted by law, any amounts
owed by a Participant or Beneficiary to the
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Employer may be deducted by the Employer from such Participant's Supplemental
Retirement Benefit or Supplemental Disability Benefit or from such
Beneficiary's Supplemental Death Benefit at the time and to the extent that
such benefit is otherwise payable hereunder.
9.6 Limitation on Benefit. No payment shall be made with respect to
any Participant pursuant to the Plan to the extent that the payment, when added
to all payments to be made with respect to the Participant during any calendar
year under the Plan and any defined benefit plan maintained by the Employer,
exceeds 50% of the Participant's Average Compensation.
9.7 Construction. Unless the context clearly indicates to the
contrary, the masculine gender shall include the feminine and neuter, and the
singular shall include the plural and vice versa.
9.8 Applicable Law. The terms and provisions of the Plan shall be
construed in accordance with the laws of the State of Texas, except to the
extent preempted by ERISA or other federal law.
9.9 Successors. The Plan shall be binding upon the Employer and its
successors and assigns, in accordance with its terms.
9.10 Severability. If any provision of the Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts
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of the Plan, and the Plan shall be construed and enforced as if such illegal
or invalid provision had never been inserted herein.
9.11 Required Information. Any person eligible to receive benefits
hereunder shall furnish to the Administrative Committee any information or
proof requested by the Administrative Committee and reasonably required for
the proper administration of the Plan. Failure on the part of any person to
comply with any such request within a reasonable period of time shall be
sufficient ground for delay in the payment of any benefits that may be due
under the Plan until such information or proof is received by the
Administrative Committee. If any person claiming benefits under the Plan makes
a false statement that is material to such person's claim for benefits, the
Administrative Committee may, in addition to exercising any other legal
remedies available, offset against future payments any amount paid to such
person to which such person was not entitled under the provisions of the Plan.
In witness whereof, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal to be affixed
hereto as of the 28th day of January, 1988.
ATTEST: CRS SIRRINE, INC.
/s/ Frank Perrone By: /s/ RICHARD L. DAERR
____________________________ ________________________________
Richard L. Daerr
(Corporate Seal) Title: Executive Vice President