EXHIBIT 10.1
RYERSON TULL
SUPPLEMENTAL RETIREMENT PLAN
FOR COVERED EMPLOYEES
As Amended September 24, 1997
ARTICLE 1
1.1 Purpose.
It is the intention of Ryerson Tull, Inc. (the "Company") to
maintain appropriate levels of retirement benefits for individuals who are
entitled to benefits under the Ryerson Tull Pension Plan, including any
supplements thereto (collectively, the "Pension Plan"). Accordingly, the Company
hereby establishes the Ryerson Tull Supplemental Retirement Plan for Covered
Employees (the "Plan") to provide benefits to eligible persons in a manner so as
to maintain the level of total retirement benefits which, but for the
limitations on benefits required by Section 415 and 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the "Code"), would otherwise be payable to
such persons under the Pension Plan. The Plan shall maintain such total
retirement benefit levels by means of supplemental unfunded payments made by the
Employers (as defined in Section 1.3) to the individuals eligible for such
payments as more fully described in Articles 3 and 4. The Plan is intended to be
an "excess benefit plan" described in Section 3(36) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"); provided, however, that, to
the extent, if any, that the Plan provides benefits which cannot be provided by
an excess benefit plan, the Plan shall constitute an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees.
1.2 Effective Date.
The Plan is effective as of April 30, 1996 (the "Effective
Date").
1.3 Employers. The Company and any of its affiliates which, with the
consent of the Company, adopt the Plan are referred to collectively herein as
the "Employers" and individually as an "Employer".
1.4 Source of Benefit Payments; Funding Not Required.
The amount of any benefit payable under the Plan to any Participant (as
defined in Section 3.1) (or Beneficiary (as defined in Section 3.2)) shall be
paid from the general revenues of the Employer that employed such Participant;
provided, however, that if a Participant has been employed by more than one
Employer, the portion of his Plan benefits payable by any such
Employer shall be in proportion to the benefit he accrued under the Pension Plan
for his period of service with the applicable Employer. An Employer's obligation
under the Plan shall be reduced to the extent that any amounts due under the
Plan are paid from one or more trusts, the assets of which are subject to the
claims of general creditors of the Employers; provided, however, that nothing in
the Plan shall require the Company or any Employer to establish any trust to
provide benefits under the Plan. None of the individuals entitled to benefits
under the Plan will have any claim on, or any beneficial ownership interest in,
any assets of any Employer, and any rights of such individuals under the Plan
will constitute unsecured contractual rights only.
1.5 Definitions.
Unless the context clearly requires otherwise, any word, term
or phrase used in the Plan will have the same meaning as is assigned to it under
the terms of the Pension Plan.
ARTICLE 2
2.1 Retirement Committee.
The Company hereby delegates authority to administer the Plan
to the Pension Plan Retirement Committee (the "Committee") as established under
the Pension Plan. Any action by the Committee shall be evidenced by a written
document, certified by the Secretary of the Committee. References to the
Company's authority, right, or power to act contained in any notice, disclosure,
or communication which is made with a view toward effectuating the purposes of
the Plan shall be construed to include such actions by the Committee on the
Company's behalf and such actions by others to whom the Committee has delegated
its authority.
2.2 Authority of Committee.
The Committee shall have authority to control and manage the
operation and administration of the Plan, including the authority and discretion
to construe and interpret the Plan, decide all questions of eligibility for and
the amount, manner and time of payment of Supplemental Retirement Benefits (as
defined in Section 3.1) hereunder and such other rights and powers necessary or
convenient to the carrying out of its functions hereunder. The authority and
responsibilities of the Committee shall be coextensive with its authority and
responsibilities under the Pension Plan.
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ARTICLE 3
3.1 Participation.
Each employee or former employee of an Employer who, on or
after the Effective Date, is entitled to an accrued benefit under the Pension
Plan the amount of which is limited by reason of the application of the
limitations imposed by Code Sections 415 or 401(a)(17), as amended from time to
time, and the regulations and rulings thereunder or the terms of the Pension
Plan implementing those limitations (the "Code Limitations") shall be a
"Participant" in the Plan and shall be entitled to receive the benefits (the
"Supplemental Retirement Benefits"), if any, determined in accordance with
Article 4 hereof. Any individual who had an accrued benefit under the Inland
Steel Industries Supplemental Retirement Benefit Plan for Covered Employees and
the Inland Steel Industries Special Retirement Benefit Plan for Covered
Employees Plan (collectively, the "ISI Supplemental Plans") which was assumed by
the Company effective as of the Effective Date shall also be a Participant in
the Plan, subject to the terms and conditions thereof, regardless of whether
such individual would otherwise be a Participant under the foregoing provisions
of this Section 3.1.
3.2 Beneficiary.
The spouse or other person entitled to a benefit under the
Pension Plan upon the death of a Participant hereunder shall, upon the death of
the Participant, be a "Beneficiary" under the Plan entitled to receive the
Supplemental Retirement Benefit, if any, determined in accordance with Article 4
hereof.
3.3 Restricted Participation.
Notwithstanding any other provision of the Plan to the
contrary, if the Committee determines that participation by one or more
Participants (or payment of benefits to any Beneficiary) shall cause the Plan as
applied to any Employer to be subject to Part 2, 3 or 4 of Title I of ERISA, the
entire interest of such Participant or Beneficiary under the Plan shall, in the
discretion of the Committee, be immediately paid to such Participant or
Beneficiary, as applicable, by the applicable Employer, or shall otherwise be
segregated from the Plan, and such Participant(s) or Beneficiary(ies) shall
cease to have any interest under the Plan.
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ARTICLE 4
4.1 Amount of Supplemental Retirement Benefit.
The amount of the Supplemental Retirement Benefit which a
Participant or Beneficiary shall be entitled to receive and the Employers shall
be obligated to pay under the Plan as of any date shall be equal to the greater
of the amount determined under paragraph (a) or (b) below:
(a) the excess, if any, of the amount described in
subparagraph (i) of this Section 4.1 over the amount described in
paragraph (ii) of this Section 4.1:
(i) The amount of the benefit (expressed in the same
form and commencing at the same time as that of the benefit
that the Participant is actually receiving under the Pension
Plan) that the Participant would have been entitled to receive as
of that date under the Pension Plan, determined without regard to
the Code Limitations.
(ii) The amount of benefit which the Participant or
Beneficiary actually receives under the Pension Plan as of
that date (determined with regard to the Code Limitations
applicable under the Pension Plan).
OR
(b) The aggregate amount of the benefit accrued by the
Participant or Beneficiary, as applicable, as of the Effective Date
under the provisions of the ISI Supplemental Plans.
It is the intent of this Section 4.1 that the Supplemental Retirement Benefit
described above shall be determined at all times in a manner consistent with
then current Code Limitations. Accordingly, the determinations made pursuant to
this Section 4.1 shall be based upon adjustments employed in determining the
amount of the benefit described above, and shall be subject to adjustments which
reflect the Code Limitations with respect to the computation of benefits under
the Pension Plan. No Supplemental Retirement Benefit shall be payable to any
Participant or Beneficiary unless, at the time of the Participant's termination
of employment with the Employers and their affiliates, the Participant has been
credited with at least five Years of Vesting Service under the Pension Plan;
provided, however, that, in the event of a Change in Control (as defined in
Section 5.3), all benefits accrued under the Plan as of the date such Change in
Control shall become fully and irrevocably vested and shall become distributable
to Participants (and
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Beneficiaries) at such time and in such manner pursuant to the provisions of the
Plan as in effect on the day immediately preceding the date of such Change in
Control.
4.2 Payment of Supplemental Retirement Benefit.
(a) Except as otherwise provided herein, the Supplemental
Retirement Benefit which a Participant or Beneficiary is eligible to
receive shall be paid by the Employers at the same time, in the same
form and subject to substantially the same conditions, as is the
benefit paid to such Participant or Beneficiary under the Pension Plan.
(b) To the extent provided by Section 4.4, the Employers may
purchase an annuity with respect to any portion of a Participant's or
Beneficiary's Supplemental Retirement Benefit in full satisfaction
thereof.
(c) The Employers may, in their sole discretion, distribute
the Supplemental Retirement Benefit of any Participant described in
Section 4.4(a) in a lump sum at the time of the Participant's
retirement.
(d) Notwithstanding any other provision of this Plan, a
Participant who, as of the Effective Date, was a Participant in and had
an accrued benefit under the ISI Supplemental Plans (or any Beneficiary
of such a Participant) shall not be entitled to any portion of his
Supplemental Retirement Benefit which is attributable to benefits
accrued under the ISI Supplemental Plans unless such Participant (or
Beneficiary, if applicable) agrees that his right to benefits
supplemental to those of the Pension Plan is limited to his rights
under this Plan and that he shall have no claim under or against the
ISI Supplemental Plans or against Inland Steel Industries, Inc. or any
of its affiliates for any benefits accrued under the ISI Supplemental
Plans.
(e) Notwithstanding any other provision of the Plan to the
contrary, if a Participant's or Beneficiary's Supplemental Retirement
Benefit is paid in a lump sum, such payment shall be in complete
satisfaction of all amounts otherwise payable to such Participant or
Beneficiary under the Plan and neither the Participant nor Beneficiary
shall have any further rights to benefits under the Plan (other than
benefits based on additional accruals of benefits (other than increases
described in Section 4.3) under the Pension Plan). Any optional form of
benefit payable under the Plan, including a lump sum, shall be the
actuarial equivalent of the benefit otherwise payable to the
Participant or Beneficiary, determined by applying the
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appropriate interest rate and other actuarial assumptions then set
forth in the Pension Plan.
4.3 Pension Plan Increase.
In the event the Pension Plan is amended to increase the
benefit payable to participants or beneficiaries then receiving benefits under
the Pension Plan, benefits payable under the Plan shall be adjusted or commenced
accordingly for Participants or Beneficiaries; provided that no such adjustment
shall be made if the Participant or Beneficiary received a single sum
distribution under the Plan; and provided, further, that no such adjustment
shall be made with respect to any portion of a Participant's or Beneficiary's
Supplemental Retirement Benefit for which an annuity has been purchased pursuant
to Section 4.4.
4.4 Purchase of Annuities.
The Employers shall not be obligated to purchase an annuity for any
Participant or for any portion of a Participant's Supplemental Retirement
Benefit, notwithstanding the purchase of an annuity with respect to any other
Participant or any other portion of the Participant's Supplemental Retirement
Benefit. The purchase of annuities under the Plan shall be governed by the
following:
(a) The purchase of annuities under this Section 4.4 shall be
limited to Supplemental Retirement Benefits payable to Participants who
meet all of the following requirements:
(i) completion of at least five years of Vesting
Service under the Pension Plan;
(ii) annual compensation in excess of $150,000; and
(iii) attainment of age 55.
(b) Any annuity purchased with respect to any Participant's
Supplemental Retirement Benefit shall be issued to and distributed to
such Participant, who shall be the sole owner of such annuity and shall
contain such terms not inconsistent with this Section 4.4 as the
Committee shall determine in its sole discretion.
(c) Annuity payments to a Participant under any annuity
purchased pursuant to this Section 4.4 shall commence as of the date on
which the Participant attains age 65 or the first day of the month
thereafter; provided, however, that any such annuity may provide that,
in the event of the Participant's death prior to attainment of age
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65, benefits payable to any Beneficiary may commence as of any earlier
date provided by the terms of the annuity.
(d) The monthly benefit amount to be provided by any annuity
purchased pursuant to this Section 4.4 shall be such amount as the
Committee, in its sole discretion, determines would provide, on an
after-tax basis, an amount equal to the amount estimated to be the
after-tax benefit to the Participant of monthly benefits payable by the
Employers under Section 4.2, commencing at the Participant's age 65.
Such determination shall be made by the Committee, in its sole
discretion, based upon such rates and factors as the Committee, in its
sole discretion, deems appropriate. No change in annuity benefits shall
be required by reason of any subsequent change in such rates and
factors; provided, however, that in determining the amount of any
subsequent annuity purchased under this Section 4.4, the Committee may,
in its sole discretion, take into account any change in such rates and
factors and the benefits payable under any annuity previously purchased
under this Section 4.4. Notwithstanding the foregoing, with the consent
of the Participant, the Committee may substitute any form of fixed or
variable annuity in lieu of the annuity otherwise provided by this
paragraph (d), provided that such substitution does not result in a
change in the cost of the annuity or the commencement date of the
annuity payments.
(e) The Company shall make a tax gross-up payment to any
Participant for whom an annuity is purchased under this Section 4.4 in
such amount as the Committee shall determine, in its sole discretion,
would be necessary to make such Participant whole for federal, state
and local income taxes attributable to the receipt of the annuity and
the gross-up payment, based upon such tax rates as the Committee shall
determine in its sole discretion.
(f) To the extent that the Company has purchased an annuity
under this Section 4.4 with respect to any portion of a Participant's
Supplemental Retirement Benefit, such annuity and the tax gross-up
payment under paragraph (e) above shall be in full satisfaction of all
obligations of the Employers to the Participant or his Beneficiary
attributable to such portion of the Participant's Supplemental
Retirement Benefit.
(g) A purchase of an annuity under this Section 4.4 shall have
no effect on the monthly benefits payable to the Participant under
Sections 4.1 and 4.3 prior to the Participant's attainment of age 65.
In the event of the Participant's death prior to attainment of age 65,
the benefit payable to any Beneficiary of the Participant shall
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be determined solely on the basis of the monthly benefits which would
otherwise have been payable to the Participant under the Plan prior to
attainment of age 65 and taking into account the amount payable to the
Beneficiary under the Pension Plan.
(h) If an annuity has not been purchased in accordance with
the foregoing provisions of this Section 4.4 with respect to any
portion of the Supplemental Retirement Benefit payable after attainment
of age 65 to a Participant who meets all of the requirements of
paragraph (a) above then, except for any portion payable in the form of
a lump sum in accordance with Section 4.2, upon such Participant's
termination of employment with the Employers and their affiliates, the
Company may purchase an annuity for such portion in accordance with
paragraphs (b) through (g) above.
ARTICLE 5
5.1 Amendment to Conform with Law.
The Company may make such changes in, additions to, and
substitutions in the provisions of the Plan, to take effect retroactively or
otherwise, as deemed necessary or advisable for the purpose of conforming the
Plan to any present or future law relating to plans of this or a similar nature,
and to the administrative regulations and rulings promulgated thereunder.
5.2 Other Amendments and Termination.
The Company may amend or terminate the Plan at any time,
without the consent of any Participant or Beneficiary; provided, however, that:
(a) the provisions of Section 5.3 may not be amended after the
date of a Change in Control without the written consent of a majority
in both number and interest of the Participants in the Plan, other than
those Participants who are both (i) not employed by the Company and its
affiliates (collectively "RTI") as of the date of the Change in
Control, and (ii) not receiving nor could have commenced receiving
benefits under the Pension Plan as of the date of the Change in
Control, both immediately prior to the Change in Control and at the
date of such amendment; and
(b) the Plan shall not be amended or terminated so as to
reduce or cancel the benefits which have accrued to a Participant or
Beneficiary prior to the later of the date of adoption of the amendment
or termination or the effective date thereof, and in the event of such
amendment or
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termination, any such accrued benefit hereunder shall not be reduced or
cancelled.
Notwithstanding the provisions of paragraph (b) next above, in the event the
Pension Plan is terminated or curtailed with the result that pension payments to
retired employees and survivor and contingent annuity payments to beneficiaries
are discontinued or reduced the Supplemental Retirement Benefit then being
paid or in the future payable pursuant to the Plan shall similarly be
discontinued or reduced in the same ratio as payments under the Pension Plan are
discontinued or reduced.
5.3 Manner and Form of Amendment or Termination.
Any amendment or termination of the Plan by the Company shall
be made by action of the Board of Directors of the Company; provided, however,
that (i) the Treasurer of the Company, and (ii) the Vice President-Human
Resources of the Company (or such other person as designated by the Chairman of
the Board of Directors of the Company) are jointly authorized, by written action
signed by both individuals, to adopt and place in effect any amendments to the
Plan and any related documents as they jointly deem necessary or advisable:
(a) to maintain the Plan and any related documents in compliance with
applicable law;
(b) to relieve administrative burdens with respect to those
documents;
(c) to conform the Plan to the provisions of any applicable
collective bargaining agreement; or
(d) to provide for other changes in the best interests of
Participants and Beneficiaries.
without the necessity for further action by the Board of Directors of the
Company or subsequent ratification: provided, however, that any action or
amendment that would have the effect of:
(i) terminating the Plan;
(ii) changing the structure of the Committee under which the Plan
is administered;
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(iii) authorizing an Affiliate to adopt the Plan;
(iv) materially changing the benefits under the Plan; or
(v) materially increasing anticipated costs associated with
the Plan by more than $15 million, except for changes
to comply with applicable law;
may not be made without approval or ratification by the Board of Directors of
the Company.
Notwithstanding the foregoing, either of the Board of Directors of the Company
or the Chairman of the Company may from time to time authorize another officer
or officers to adopt and place into effect (without the further need for Board
authorization) amendments to the Plan and any related documents within the
parameters set forth in subparagraphs (a) through (d) above and subject to the
limitations in subparagraphs (i) through (v) above. If and to the extent the
Board or the Chairman does so authorize other officer(s), that officer or those
officers will have the powers described above in this Section 5.3. Certification
of any amendment or termination of the Plan shall be furnished to the Committee
by the Company.
5.4 Notice of Amendment or Termination.
The Committee shall notify Participants or Beneficiaries who are
affected by any amendment or termination of the Plan within a reasonable time
thereof.
5.5 Change in Control. For purposes of this Section 5.5, a "Change in
Control" shall be deemed to have occurred if:
(a) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), other than (i) the Company and its affiliates (collectively
referred to herein as "RTI"), (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of RTI, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly
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or indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired
directly from RTI) representing 40% or more of the combined voting
power of the Company's then outstanding securities;
(b) during any period of two consecutive years individuals who
at the beginning of such period constitute the Board of Directors of
the Company and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in paragraphs (a), (c) or (d) of this Section
5.5, whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute
a majority thereof;
(c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (i)
a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of RTI, at least 60% of the combined voting power
of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires more than
50% of the combined voting power of the Company's then outstanding
securities; or
(d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
A Change in Control shall also be deemed to occur with respect to any
Participant or Beneficiary for purposes of the Plan if there occurs:
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(1) a sale or disposition, directly or indirectly, other than
to a person described in clause (i), (ii) or (iii) of paragraph (a)
next above, of securities of the Participant's employer, any direct or
indirect parent company of the Participant's employer or any company
that is a subsidiary of the Participant's employer and is also a
significant subsidiary (as defined below) of the Company (the
Participant's employer and such a parent or subsidiary being a "Related
Company"), representing 50% or more of the combined voting power of the
securities of such Related Company then outstanding;
(2) a merger or consolidation of a Related Company with any
other corporation, other than a merger or consolidation which would
result in 50% or more of the combined voting power of the surviving
company being beneficially owned by a majority owned direct or indirect
subsidiary of the Company; or
(3) the sale or disposition of all or substantially all the
assets of a Related Company to a person other than a majority owned
direct or indirect subsidiary of the Company.
Notwithstanding the foregoing, no Change in Control shall be deemed to
have occurred with respect to a Participant for purposes of the Plan if (I) such
transaction includes or involves a sale to the public or a distribution to the
stockholders of the Company of more than 50% of the voting securities of the
Participant's employer or a direct or indirect parent of the Participant's
employer, and (II) the Participant's employer or a direct or indirect parent of
the Participant's employer agrees to become a successor to the Company under an
individual agreement between the Company and the Participant or the Participant
is covered by an agreement providing for benefits upon a change in control of
his or her employer following an event described clauses (1), (2) or (3) next
above. For purposes of the Plan, the term "significant subsidiary" has the
meaning given to such term under Rule 405 of the Securities Act of 1933, as
amended.
ARTICLE 6
6.1 No Right to Employment.
Neither the creation of the Plan nor anything contained herein
shall be construed as giving any Participant hereunder or
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other employees of the Employers any right to remain in the employ of the
Employers or any affiliate thereof.
6.2 Successors and Assigns.
All rights and obligations of this Plan shall inure to, and be
binding upon the successors and assigns of the Company.
6.3 Inalienability.
Except so far as may be contrary to the laws of any state having
jurisdiction in the premises, a Participant or Beneficiary shall have no right
to assign, transfer, hypothecate, encumber, commute or anticipate his interest
in any payments under the Plan and such payments shall not in any way be subject
to any claim against any Participant or Beneficiary.
6.4 Incompetency.
If any Participant or Beneficiary is, in the opinion of the
Committee, legally incapable of giving a valid receipt and discharge for any
payment, the Committee may, at its option, direct that such payment or any part
thereof be made to such person or persons who in the opinion of the Committee
are caring for and supporting such Participant or Beneficiary, unless it has
received due notice of claim from a duly appointed guardian or conservator of
the estate of the Participant or Beneficiary. A payment so made will be a
complete discharge of the obligations under this Plan to the extent of and as to
that payment, and neither the Committee nor the Employers will have any
obligation regarding the application of the payment.
6.5 Controlling Law.
To the extent not preempted by the laws of the United States of
America, the laws of the State of Illinois shall be the controlling state law in
all matters relating to the Plan.
6.6 Severability.
If any provisions of the Plan shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, but the Plan shall be construed and enforced as if the illegal and
invalid provisions never had been included herein.
6.7 Limitations on Provisions.
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The provisions of the Plan and any Supplemental Retirement
Benefits shall be limited as described herein. Any benefit payable under the
Pension Plan shall be paid solely in accordance with the terms and provisions of
the Pension Plan, as appropriate, and nothing in the Plan shall operate or be
construed in any way to modify, amend, or affect the terms and provisions of the
Pension Plan.
6.8 Gender and Number.
Whenever the context requires or permits, the gender and
number of words shall be interchangeable.
ARTICLE 7
7.1 Application for Benefits and Review Procedures.
The Claims Procedure set forth in the Pension Plan shall apply
to any claim for benefits under the Plan. The "Plan Administrator" for purposes
of applying such Claims Procedure to this Plan shall be the Committee.
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