EXHIBIT 10.2
CHAMPION INTERNATIONAL CORPORATION
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NONQUALIFIED SUPPLEMENTAL SAVINGS PLAN
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INTRODUCTION
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Champion International Corporation hereby adopts the Champion International
Corporation Nonqualified Supplemental Savings Plan, effective as of August 1,
1994. This Plan is an unfunded deferred compensation arrangement maintained by
Champion International Corporation for the purpose of providing supplemental
retirement savings primarily for a select group of management or highly
compensated employees.
ARTICLE I - DEFINITIONS
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1.1 "Beneficiary" means the person or persons entitled to receive the
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distributions, if any, payable under the Plan upon or after a Participant's
death. Each Participant may designate a Beneficiary by filing the proper
form with the Committee. A Participant may designate one or more contingent
Beneficiaries to receive any distributions after the death of a prior
Beneficiary. A designation shall be effective upon said filing, provided
that it is so filed during such Participant's lifetime, and may be changed
from time to time by the Participant.
1.2 "Code" means the Internal Revenue Code of 1986, as amended from time to
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time, and regulations relating thereto.
1.3 "Code Section 401(a)(17) Limitation" means the applicable compensation
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limitation set forth in section 401(a)(17) of the Code (as adjusted as
provided therein) (or any corresponding successor provision).
1.4 "Committee" means the Champion International Corporation Pension and
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Employee Benefits Committee (or its delegate(s)) which is responsible for
the administration of this Plan in accordance with the provisions of the
Plan as set forth in this document.
1.5 "Company" means Champion International Corporation, a New York corporation,
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or any successor thereto, including any successor to substantially all of
its assets which adopts and assumes the Plan at the time of transfer.
1.6 "Compensation" means with respect to any Plan Year, the total of base pay,
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cash bonuses, foreign service premium, and temporary disability earnings
paid to an Executive by an Employer or which would otherwise be so paid but
for a deferral election under this Plan, the Savings Plan, and/or a plan
subject to section 125 of the Code. "Compensation" shall also include any
deferred bonuses under any management incentive bonus program(s), any
"basic" 12 week interim pay under the Employer's "Special Termination
Benefits" policies for employees, and any payments under the "Sustained
Performance Incentive Program" if maintained by the Employer.
1.7 "Compensation Deferral Election" means the form described in Section 2.2 of
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the Plan.
1.8 "Deferred Compensation Account" means the account to be established by the
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Company as a book reserve to reflect the amounts deferred by a Participant
and the matching contributions by the Employer under Article II, as
adjusted by earnings (or losses) under Article III.
1.9 "Effective Date" means August 1, 1994.
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1.10 "Employer" means the Company, any affiliate which, with the authority of
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the Company, has adopted the Plan, and any successor or assignee of any of
them.
1.11 "Excess Compensation" means that portion of an Executive's Compensation
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which is in excess of the Code Section 401(a)(17) Limitation.
1.12 "Executive" means any employee of an Employer who is classified as Grade 20
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to 34 by the Employer (except for any employee classified as Grade 31 or 33
but not administered as Grade 20 to 34) and whose Savings Plan Earnings in
any Plan Year exceed the applicable Code Section 401(a)(17) Limitation, and
any other employees designated by the Committee as members of the select
group of management or highly compensated employees eligible for
participation in the Plan.
1.13 "Participant" means any Executive who elects to participate in the Plan in
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accordance with Article II or a person who was such at the time of his
death or termination of service and who retains, or whose Beneficiary
retains, a benefit under the Plan which has not been distributed.
1.14 "Plan" means the Champion International Corporation Nonqualified
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Supplemental Savings Plan as set forth in this instrument, effective as of
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August 1, 1994, and, as may be amended thereafter.
1.15 "Plan Year" means the calendar year, except that the first Plan Year is the
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period beginning August 1, 1994 and ending December 31, 1994.
1.16 "Savings Plan" means the Champion International Corporation Savings Plan
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#077 as in effect on the Effective Date and as subsequently amended, and
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any successor or replacement plan for such plan.
1.17 "Savings Plan Earnings" means "Earnings" as defined in the Savings Plan
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without giving effect to the $200,000 limitation expressed therein and
without otherwise giving effect to the Code Section 401(a)(17) Limitation.
ARTICLE II - DEFERRAL ELECTIONS AND
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EMPLOYER MATCHING CONTRIBUTIONS
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2.1 General. Each Executive may elect to defer a part of his Excess
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Compensation for each Plan Year in accordance with this Article II and
thereby become a Participant under the Plan.
2.2 Compensation Deferral Election. A Participant desiring to exercise an
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election under Section 2.1 shall file with the Employer a Compensation
Deferral Election in such form as the Committee may prescribe. Such
election shall be irrevocable, provided however, in the event a Participant
is faced with an unforeseeable emergency (as defined in Section 4.3) during
the Plan Year, such Participant, with the approval of the Committee, may
revoke his election for the remainder of such Plan Year. A Compensation
Deferral Election shall be authorization to the Employer to defer a
percentage of the Participant's Excess Compensation and shall provide that
his Excess Compensation be reduced
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by a whole percentage of not less than one percent (1%) nor more than eight
percent (8%), as determined by the Participant. Notwithstanding the
foregoing, an Executive's Compensation Deferral Elections for the short
1994 Plan Year and/or for any of the Plan Years 1995 through 1997 may
specify deferral amounts in excess of 8% of his Excess Compensation for
said Plan Years so that such Executives who are elected officers on the
Effective Date may defer during said Plan Years amounts that they could
have deferred if the Plan had been in effect for calendar years 1989
through 1993 and the entire year of 1994 (whether or not they were elected
officers during any or all calendar years 1989 through 1993 or the portion
of 1994 prior to the Effective Date), or so that such Executives who are
not elected officers on the Effective Date may defer during said Plan Years
amounts that they could have deferred if the Plan had been in effect for
the 1993 calendar year and the entire year of 1994.
2.3 Time of Election. A Participant's Compensation Deferral Election must be
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delivered to the Employer prior to the beginning of each Plan Year by such
date as the Committee shall specify. Notwithstanding the foregoing, for the
short 1994 Plan Year only, a Participant may deliver his Compensation
Deferral Election to the Employer within the 30-day period following the
Effective Date, to be effective only with respect to Compensation earned in
1994 but after the date such Compensation Deferral Election is delivered to
the Employer. With respect to an employee of an Employer who becomes an
Executive during a Plan Year and who wishes to make a deferral election
under this Article II for such Plan Year, he must deliver his Compensation
Deferral Election to the Employer within the 30-day period following the
day he becomes an Executive but only with respect to Compensation earned
after the date such Compensation Deferral Election is delivered to the
Employer.
2.4 Commencement of Deferrals. A Compensation Deferral Election shall be
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effective for the entire Plan Year to which it relates (the short 1994 Plan
Year for the initial Plan Year) but only with respect to Compensation of
the Participant earned for services rendered after the election is made in
accordance with Sections 2.2 and 2.3. Compensation deferrals pursuant to
such election shall not commence until the pay period following the pay
period in which the Participant's aggregate Compensation paid to date for
such Plan Year actually exceeds the Code Section 401(a)(17) Limitation then
in effect.
2.5 Crediting of Accounts. Excess Compensation otherwise payable to the
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Participant during the Plan Year but deferred in accordance with Section
2.2 shall be credited to the Participant's Deferred Compensation Account as
soon as administratively feasible after his Compensation is so reduced.
2.6 Matching Contributions. Each Employer shall credit matching contributions
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to the Deferred Compensation Account of each Participant who has a deferral
election under Section 2.2 in effect for all or part of the Plan Year. The
amount of such matching contributions shall be calculated by reference to
the Participant's Compensation deferrals for the Plan Year and shall be
equal to fifty percent (50%) of the amount of the first six percent (6%) of
Excess Compensation deferred. Notwithstanding the foregoing, with respect
to Executives who for the short 1994 Plan Year and/or any of the Plan Years
1995 through 1997 make deferral elections in excess of 8% as permitted
under Section 2.2, matching contributions with respect to such excess
deferrals shall be equal to fifty percent (50%) of the amount of the first
six percent (6%) of aggregate Excess Compensation deferred for the years to
which such excess deferrals relate as provided in the fourth sentence of
Section 2.2. Matching contributions under this Section 2.6 shall be
credited to Participants' Deferred Compensation Accounts on the same
periodic basis as matching contributions are credited to participants'
accounts under the Savings Plan.
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ARTICLE III - CREDITING OF EARNINGS
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3.1 General. Subject to Section 3.4, there shall be credited to Participants'
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Deferred Compensation Accounts earnings (or losses) as if such Deferred
Compensation Accounts were actually invested in the investment funds and
Company Stock Fund available under the Savings Plan as determined under
this Article III.
3.2 Investment of Participant Deferrals. With respect to that part of each
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Participant's Deferred Compensation Account attributable to his own
elective deferrals under Section 2.2, each Participant shall elect to have
earnings (or losses) credited to his Deferred Compensation Account from
among the investment funds made available under the Savings Plan with
respect to participant before-tax elective deferrals under said plan. Such
an election shall be made in writing, on a form provided by the Committee,
and delivered to the Employer prior to the beginning of each Plan Year by
such date as the Committee shall determine. An investment election shall be
effective for the entire Plan Year to which it relates unless modified by
the Participant during the Plan Year. Such modifications may be made
periodically on the same basis as participant investment elections under
the Savings Plan may be modified. If a Participant fails to make and
deliver an election for the following Plan Year by the date as determined
by the Committee, then his Deferred Compensation Account shall be credited
with the earnings (losses) under the investment election most recently in
effect.
3.3 Investment of Employer Matching Contributions. With respect to that part of
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each Participant's Deferred Compensation Account attributable to Employer
matching contributions under Section 2.6, the Company shall credit each
Participant's Deferred Compensation Account with earnings (or losses) as if
such matching contributions were invested in the "Company Stock Fund" under
the Savings Plan.
3.4 Crediting of Earnings. The rates of return throughout each Plan Year for
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the investment funds and Company Stock Fund referenced under Sections 3.2
and 3.3 shall be the same as the actual rates of return for said funds as
under the Savings Plan. For each Plan Year, each Participant's Deferred
Compensation Account shall be increased or decreased as if it had earned
such rates of return. Such increase or decrease shall be based on the
varying balances of the Deferred Compensation Accounts throughout the Plan
Year and shall be credited to said accounts on the same periodic basis as
investment earnings (losses) are credited to participants' accounts under
the Savings Plan.
ARTICLE IV - PLAN BENEFITS
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4.1 Vesting. Subject to Section 8.1, a Participant's rights to that part of his
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Deferred Compensation Account attributable to his own elective deferrals
under Section 2.2, as adjusted for earnings (or losses) under Article III,
shall be nonforfeitable at all times. A Participant's rights to that part
of his Deferred Compensation Account attributable to the crediting of
Employer matching contributions under Section 2.6, as adjusted for earnings
(or losses) under Article III, shall become nonforfeitable on the same
basis as Employer matching contributions under the Savings Plan.
4.2 Distributions. Subject to Section 4.3, the nonforfeitable amounts
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represented by a Participant's Deferred Compensation Account shall become
distributable upon the Participant's separation from service with all
Employers due to his retirement, death, disability (in accordance with the
definition of "Disability" under the Savings Plan), or other termination of
employment. At the time a Participant makes his yearly deferral election
under Article II of the Plan, he also shall elect
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whether the nonforfeitable amounts represented by his Deferred Compensation
Account shall commence to be paid to him as soon as administratively
feasible upon his separation from service with all Employers or as of a
later date specified by the Participant. Such an election also shall
specify whether such amounts shall be paid in a single sum cash
distribution, or in up to ten (10) annual cash installments (as well as the
amounts of such installments) payable to the Participant while living with
any remaining nonforfeitable amount in his Deferred Compensation Account
payable after his death to his Beneficiary in a single sum in accordance
with Article V.
4.3 Withdrawal for Unforeseeable Emergency. Notwithstanding the provisions of
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Section 4.2 to the contrary, in the event that a Participant is faced with
an unforeseeable emergency (as defined below), the Participant may request
a withdrawal from the nonforfeitable portion of his Deferred Compensation
Account in an amount sufficient to meet such emergency. Any such withdrawal
shall be paid in a single sum distribution. For purposes of this Section
4.3, an unforseeable emergency is a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent (as defined in section 152(a) of the
Code) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The
Committee shall determine whether the circumstances presented by the
Participant constitute an unforeseeable emergency. Such circumstances and
the Committee's determination will depend upon the facts of each case, but,
in any case, payment may not be made to the extent that such hardship is or
may be relieved: (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Participant's assets, to the extent
the liquidation of such assets would not itself cause severe financial
hardship, or (c) by cessation of his elective deferrals under this Plan.
4.4 Commencement of Payment. At the time for payment designated by the
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Participant in accordance with Section 4.2, the nonforfeitable amounts
represented by the Participant's Deferred Compensation Account, increased
by any nonforfeitable amounts due to be credited but not yet credited under
Sections 2.5 and 2.6, and decreased by any withdrawals under Section 4.3,
shall commence to be paid in a single sum distribution or in installments
as elected by the Participant in accordance with Section 4.2. If
installment payments are elected, the first annual installment shall be
payable as of the commencement date elected by the Participant under
Section 4.2 and the remaining installments shall be payable on the annual
anniversary of that commencement date. The installment payments shall be in
such amounts as elected by the Participant on his most recent yearly
election form completed prior to his separation from service or other
termination of employment. If a Participant's Deferred Compensation Account
is paid in installments, such account shall continue to be credited with
earnings (or losses) under Article III until payment of the final
installment.
ARTICLE V - DEATH BENEFIT
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5.1 Terms. Upon the death of a Participant, any unpaid nonforfeitable amounts
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represented by the Participant's Deferred Compensation Account, increased
by any amounts due to be credited but not yet credited under Sections 2.5
and 2.6, shall be payable to the Participant's Beneficiary in a single sum
distribution as soon as administratively feasible after the Participant's
death.
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ARTICLE VI - ADMINISTRATION OF PLAN
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6.1 General Administration. The Committee shall be responsible for the general
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administration of the Plan and for carrying out its provisions. The
Committee shall have full power and authority to interpret, construe and
administer the Plan.
6.2 General Powers. All provisions set forth in the Savings Plan with respect
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to the administrative powers and duties of the Committee and the procedures
for filing claims shall also be applicable with respect to the Plan. The
Committee shall be entitled to rely conclusively upon all calculations,
certificates, opinions and reports furnished by any actuary, accountant,
controller, counsel or other person employed or engaged by the Committee
with respect to the Plan.
ARTICLE VII - AMENDMENT OR TERMINATION
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7.1 Amendment or Termination. The Plan may be amended in whole or in part from
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time to time, or terminated, by action of the Committee. Such termination
and any such amendment shall be binding on each Employer, Executive and
Beneficiary. Notice of such termination or amendment shall be given in
writing to each Employer, Participant and Beneficiary of a deceased
Participant.
7.2 Effect of Amendment or Termination. No amendment or termination of the Plan
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shall directly or indirectly deprive any current or former Participant or
Beneficiary of all or any portion of any benefit under this Plan, payment
of which has not been made prior to the effective date of such amendment or
termination.
ARTICLE VIII - GENERAL PROVISIONS
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8.1 No Funding or Interest in Assets. The Plan shall at all times be entirely
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unfunded and no provision shall at any time be made with respect to
segregating any assets of an Employer for payment of any benefits
hereunder. No Participant or his designated Beneficiary shall acquire any
property interest in his Deferred Compensation Account or any other assets
of the Employer, their rights being limited to receiving from the Employer
deferred payments as set forth in this Plan and these rights are
conditioned upon continued compliance with the terms and conditions of this
Plan. To the extent that any Participant or Beneficiary acquires a right to
receive benefits under this Plan, such right shall be no greater than the
right of any unsecured general creditor of the Employer.
8.2 Assignment or Alienation. Except as required by law, no right of a
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Participant or designated Beneficiary to receive payments under this Plan
shall be subject to transfer, anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation or to execution,
attachment, levy or similar process or assignment by operation of law and
any attempt, voluntary or involuntary, to effect any such action shall be
null and void and of no effect.
8.3 General Conditions. Any retirement benefit or any other benefit payable
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under the Savings Plan shall be paid solely in accordance with the terms
and conditions of the Savings Plan and nothing in this Plan shall operate
or be construed in any way to modify, amend or affect the terms and
provisions of the Savings Plan.
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8.4 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a
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guaranty by any person that the assets of an Employer will be sufficient to
pay any benefit hereunder.
8.5 No Enlargement of Rights. No Participant or Beneficiary shall have any
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right to a benefit under the Plan except in accordance with the terms of
the Plan. Establishment of the Plan shall not be construed to give any
Participant the right to be retained in the service of an Employer.
8.6 Construction. This Plan shall be construed under the laws of the State of
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Connecticut. Article headings are for convenience only and shall not be
considered as part of the terms and provisions of the Plan. Words in the
masculine gender shall include the feminine, and the singular shall include
the plural, and vice versa, unless qualified by the context.
8.7 Withholding of Taxes. The Company shall withhold from any amounts payable
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under the Plan, all federal, state, and local taxes that the Company
determines is legally required.
8.8 Binding on Successors, Purchasers, Transferees and Assignees. The Plan
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shall be binding upon any successor or successors of the Company and of any
other Employer whether by merger, consolidation, or otherwise. In the event
of the sale or transfer of substantially all of the assets of the Company
or of any other Employer to any successor, purchaser, transferee or
assignee, the Company and such other Employer each agrees that as a
condition of such sale or transfer, the successor, purchaser, transferee or
assignee shall adopt and assume the Plan at the time of the sale, transfer
or assignment including, without limitation, all obligations which have
accrued or may accrue in the future, and shall be bound by all the terms
and provisions of the Plan, and the Company and such other Employer shall
remain fully liable under the Plan. If the Company or any other Employer
assigns or otherwise transfers or attempts to delegate its duties or
responsibilities pursuant to the Plan to any party, the Company and such
other Employer each agrees that it shall remain obligated hereunder in
addition to the obligation hereunder of such party. If a merger,
consolidation, sale, or transfer is made as provided in this Section, the
provisions of this Section shall continue in full force and effect, and
thereafter for all purposes of this Section and the application thereof,
the immediate successor, purchaser, transferee or assignee and all
subsequent successors, purchasers, transferees and assignees shall be
deemed to be and shall be considered as the Company or as any other
Employer hereunder, as the case may be. No other such merger,
consolidation, sale, or transfer shall be made except in compliance with
the provisions of this Section.
IN WITNESS THEREOF, Champion International Corporation has caused this Plan to
be executed this __ day of _________, 1994.
CHAMPION INTERNATIONAL CORPORATION
By: ____________________________________
ATTEST:
____________________________________
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