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Exhibit 10.23
CRS SIRRINE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS INSTRUMENT made as of June 30, 1988 by CRS Sirrine, Inc. (the
"Company").
W I T N E S S E T H :
WHEREAS, the Company maintains the CRS Sirrine, Inc. Supplemental
Executive Retirement Plan, effective November 1, 1987 (the "Plan"); and
WHEREAS, the Company reserved the right in Article VIII to amend the
Plan at any time by action of its Board of Directors; and
WHEREAS, the Board of Directors adopted resolutions on June 30, 1988 to
amend the Plan's provisions regarding a Change of Control (as hereinafter
defined) and certain related provisions;
NOW, THEREFORE, the Plan is hereby amended, effective as of June 30,
1988, as follows:
1. The definition of "Change of Control" in Article II of the Plan
is hereby amended to read as follows:
"A 'Change of Control' shall be deemed to occur when and only
when any of the following events first occurs:
(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; or
(b) three or more directors, whose election or
nomination for election is not approved by a majority of the
Incumbent Board (as hereinafter defined), are elected within
any single 24-month period to serve on the Board; or
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(c) members of the Incumbent Board cease to
constitute a majority of the Board without the approval of the
remaining members of the Incumbent Board; or
(d) any merger (other than a merger in which the
Company is the survivor and there is no accompanying Change of
Control under subsection (a), (b) or (c) of this definition),
consolidation, liquidation or dissolution of the Company or the
sale of all or substantially all of the assets of the Company.
Notwithstanding the foregoing, a Change of Control shall not be
deemed to occur pursuant to subsection (a) above (i) 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; (ii) with respect to a
Participant who elects by written notice to the Company before
any disposition by the Company of all or substantially all of
the business and assets of the architectural, engineering and
construction businesses of the Company (herein called
"Services") that such disposition shall not constitute a Change
of Control for the purposes of the Plan; or (iii) on account of
a disposition by the Company of all or substantially all of the
assets and business of Services in respect of any Participant
whose duties and responsibilities are principally in relation
to business and operations of the Company other than Services,
as conclusively determined in its absolute discretion by the
Administrative Committee. 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, as in effect on June 30, 1988; and the term
'Incumbent Board' shall mean (i) the members of the Board on
June 30, 1988, to the extent that they continue to serve as
members of the Board, and (ii) any individual who
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becomes a member of the Board after June 30, 1988, if his election
or nomination for election as a director was approved by a
vote of at least three-quarters of the then Incumbent Board."
2. The proviso clause in the first sentence of the definition of
"Retirement" in Article II of the Plan, which begins "provided that on or after
the date on which a Change of Control occurs", is hereby amended in its
entirety to read as follows:
"; 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 because (A) he has
engaged in unlawful acts that violate laws of the United States or of
any state thereof and that were intended to result in the substantial
personal enrichment of the Participant at the Company's expense, or (B)
he has engaged (except by reason of incapacity due to illness or
injury) in a material willful violation of his responsibilities to the
Company that results in a material injury to the Company."
3. Section 9.1(c) of the Plan is hereby amended to read as follows:
"(c) Any Participant (i) whose employment is terminated by the
Company within three years after a Change of Control except for cause
(as defined in the proviso in the definition of Retirement above) or
(ii) with respect to whom (A) Good Reason arises within three years
after a Change of Control and (B) the Participant terminates his
employment with the Company within the earlier of (i) six months after
the Good Reason arises or (ii) three years after the Change of Control,
shall receive, in a single lump-sum cash payment made within 30 days
after the date on which his employment terminates, the Equivalent Value
of a Supplemental Retirement Benefit that is determined based on an
Applicable Percentage of 20 percent.
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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 after a Change of Control:
(i) a change in the Participant's status or
position(s) with the Company that, in the Participant's
reasonable judgment, represents a demotion from the
Participant's status or position(s) in effect immediately prior
to the Change of Control;
(ii) the assignment to the Participant of any
duties or responsibilities that, in the Participant's
reasonable judgment, are inconsistent with the Participant's
status or position(s) in effect immediately prior to the Change
of Control;
(iii) layoff or involuntary termination of the
Participant's employment, except in connection with the
termination of the Participant's employment for cause (as
defined in the proviso in the definition of 'Retirement,'
above) or as a result of the Participant's Retirement,
Disability or death;
(iv) a reduction by the Company in the
Participant's total compensation (which shall be deemed, for
this purpose, to be equal to the base salary that he earned for
the year preceding the Change of Control plus the aggregate
bonus that he would have earned for the current year under the
same criteria that were in effect for such preceding year);
(v) a material increase in the Participant's
responsibilities or duties without a commensurate increase in
total compensation;
(vi) the failure by the Company to continue in
effect any Benefit Plan (as defined below) in which the
Participant is
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participating immediately prior to the Change of Control
(or plans or arrangements providing the Participant
with substantially equivalent benefits) other than as a result
of the normal expiration of any such Benefit Plan in accordance
with its terms as in effect immediately prior to the Change of
Control;
(vii) any action or inaction by the Company that
would adversely affect the Participant's continued
participation in any Benefit Plan on at least as favorable a
basis as was the case immediately prior to the Change of
Control, or that would materially reduce the Participant's
benefits in the future under the Benefit Plan or deprive him of
any material benefits that he enjoyed immediately prior to the
Change of Control, except to the extent that such action or
inaction by the Company is required by the terms of the Benefit
Plan as in effect immediately prior to the Change of Control,
or is necessary to comply with applicable law or to preserve
the qualification of the Benefit Plan under section 401(a) of
the Code, and except to the extent that the Company provides
the Participant with substantially equivalent benefits;
(viii) the Company's failure to provide and credit
the Participant with the number of days of paid vacation,
holiday or leave to which he is then entitled in accordance
with the Company's normal vacation, holiday or leave policy in
effect immediately prior to the Change of Control;
(ix) the imposition of any requirement that the
Participant be based anywhere other than within 25 miles of
where his principal office was located immediately prior to the
Change of Control;
(x) a material increase in the frequency or
duration of the Participant's business travel; or
(xi) any violation by the Company of any provision
of this Plan.
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Notwithstanding the foregoing, no action by the Company shall
give rise to a Good Reason if it results from the Participant's
termination for cause (as defined in the proviso in the definition of
'Retirement,' above), Retirement, or death, and no action by the
Company specified in subparts (i) through (iv) above shall give rise to
a Good Reason if it results from the Participant's Disability. A Good
Reason shall not be deemed to be waived by reason of the Participant's
continued employment as long as the termination of the Participant's
employment occurs within six months after the Good Reason arises or
three years after the Change of Control, whichever occurs earlier. For
purposes of this definition of termination for Good Reason, 'Benefit
Plan' means any compensation plan, such as an incentive, stock option,
or restricted stock plan, or any employee benefit plan, such as a
thrift, pension, profit-sharing, stock bonus, long-term performance
award, medical, disability, accident, or life insurance plan, or a
relocation plan or policy, or any other plan, program or policy of the
Company that is intended to benefit employees."
4. The Plan is hereby amended to add the following paragraph (d) to
Section 9.1:
"(d) In the event of a Change of Control arising from a merger
or sale of the stock or all or substantially all of the assets of
Services and at such time (i) if the Participant's duties and
responsibilities are principally in relation to the business of
Services and (ii) such Participant is offered employment by Services or
its successor or an affiliate thereof on terms at least as favorable as
such Participant enjoyed immediately prior to such Change of Control
(both (i) and (ii) as conclusively determined in its absolute
discretion by the Administrative Committee), then whether or not such
Participant accepts such offer of employment, such Participant shall
not be entitled to any benefits under the Plan on account of such
Change of Control and such Participant's participation in the Plan
shall terminate effective with such Change of Control.
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IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed by its duly authorized officers and its corporate seal to be affixed
hereto as of the date first above written.
CRS SIRRINE, INC.
/s/ Richard Daerr
By ______________________________
Its Executive Vice President
Attest:
/s/ Frank Perrone
_______________________________
(Corporate Seal)
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