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EXHIBIT 10.8
STANADYNE AUTOMOTIVE CORP.
BENEFIT EQUALIZATION PLAN
(EFFECTIVE AS OF JANUARY 1, 1992)
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TABLE OF CONTENTS
PAGE
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ARTICLE I
Definitions............................................................................................ 1
ARTICLE II
BEP Pension Benefits................................................................................... 3
2.1 BEP Pension Benefit.................................................................. 3
ARTICLE III
Form and Commencement of Payment
of BEP Pension Benefits.............................................................................. 3
3.1 Form of Benefit Payment.............................................................. 3
3.2 Commencement of Benefit Payment...................................................... 4
3.3 Non-Alienation of Benefits........................................................... 4
3.4 Claims Procedure..................................................................... 4
ARTICLE IV
Death Benefit.......................................................................................... 5
4.1 Amount of Survivor Benefit........................................................... 5
4.2 Designation of Beneficiary........................................................... 5
4.3 Form and Commencement of Survivor Benefit Payments................................... 5
ARTICLE V
Benefits Committee..................................................................................... 5
5.1 Fiduciary Status..................................................................... 5
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5.2 Quorum............................................................................... 5
5.3 Powers of Benefits Committee......................................................... 6
5.4 Conclusive Effect of Determination................................................... 6
5.5 Liability; Indemnification........................................................... 7
5.6 Compensation......................................................................... 7
5.7 Company to Provide Information....................................................... 8
5.8 Availability of Reports.............................................................. 8
5.9 Conflicts of Interest................................................................ 8
ARTICLE VI
General Provisions..................................................................................... 9
6.1 Benefits Payable by Company.......................................................... 9
6.2 No Trust Fund or Segregation of Assets Required...................................... 9
6.3 Effect on Other Plans................................................................ 9
6.4 Amendment or Termination............................................................. 10
6.5 Severability......................................................................... 10
6.6 Status of Employment................................................................. 10
6.7 Payments to Incompetents............................................................. 11
6.8 Governing Law........................................................................ 11
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BACKGROUND
The Plan is intended to be an excess benefit plan providing
benefits in excess of the limitations imposed by Section 415 of the Internal
Revenue Code of 1986, as amended, upon benefits of employees of the Company and
its Affiliates participating in the Stanadyne Automotive Corp. Salaried Pension
Plan.
ARTICLE I
DEFINITIONS
Unless otherwise required by the context, the following terms
shall have the following meanings for purposes of this Plan and any amendments
thereto.
"Actuarial Equivalent" means an amount or benefit of
equivalent current value to the amount or benefit which would otherwise be
provided to or on account of a Participant, determined on the basis of the
actuarial assumptions utilized for such purpose under the Pension Plan.
"Affiliate" has the same meaning as in Article I of the
Pension Plan.
"Beneficiary" means the person entitled to receive, pursuant
to Article IV, any Plan benefits due after Participant's death.
"Benefits Committee" means the members of the Retirement Plan
Committee under the Pension Plan or other persons appointed by the Board of
Directors who are responsible for the administration of the Plan in accordance
with Article V.
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"BEP Pension Benefit" means a Participant's retirement benefit
under the Plan determined in accordance with Section 2.1.
"Board of Directors" means the Board of Directors of the
Company as constituted from time to time.
"Company" means Stanadyne Automotive Corp. and subsidiaries or
any predecessor or successor thereto.
"Eligible Employee" means any employee of the Company or an
Affiliate who is a participant in the Pension Plan and whose benefits payable
under the Pension Plan are affected by the Section 415 Limitation in any Plan
Year.
"Participant" means an Eligible Employee, upon entry to the
Plan.
"Pension Plan" means the Stanadyne Automotive Corp. Salaried
Pension Plan, as amended from time to time. "Pension Plan Benefit" means the
annual retirement benefit payable to or on account of a Participant from the
Pension Plan. Such benefit shall include any benefit from the Stanadyne, Inc.
Salaried Pension Plan, whether or not such benefit is payable under the Lincoln
National Group Annuity Contract Number GA-5844.
"Plan" means the Stanadyne Automotive Corp. Benefit
Equalization Plan, as amended from time to time.
"Plan Year" means each 12-consecutive month period ending on
December 31 during any part of which the Plan is in effect.
"Section 415 Limitation" means the limitation on annual
benefits payable from the Pension Plan imposed by Section 415 of the Internal
Revenue Code of 1986, as amended.
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Where applicable, words used in the masculine herein shall be read and
construed in the feminine and words used in the feminine herein shall be read
and construed in the masculine. Also, as used herein, singular pronouns shall
include the plural or vice versa. Any reference to a "Section" or "Article"
shall mean the indicated section or article of this Plan and any reference to a
section, article or definition of the Pension Plan shall mean the indicated
section, article or definition of the Pension Plan.
ARTICLE II
BEP PENSION BENEFITS
2.1 BEP Pension Benefit
(a) Subject to Section 2.1(b), a Participant's BEP Pension Benefit
shall be equal to the difference between (1) and (2) where:
(1) is the benefit the Participant would have received under
the Pension Plan if there had been no Section 415 Limitation, but
taking into account the limitations of Section 401(a)(17) of the
Internal Revenue Code of 1986 as amended ("Code"); and
(2) is the Participant's Pension Plan Benefit.
(b) The BEP Pension Benefit shall be accrued in the same annuity form
as the Pension Plan Benefit accrues under the Pension Plan.
ARTICLE III
FORM AND COMMENCEMENT OF PAYMENT
OF BEP PENSION BENEFITS
3.1 Form of Benefit Payment
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A Participant's BEP Pension Benefit shall be payable in any form of
benefit payment permitted under the Pension Plan as elected by the
Participant. Any benefit payable under such an elected form of payment
shall be the Actuarial Equivalent of the BEP Pension Benefit payable to
such Participant pursuant to Section 2.1.
3.2 Commencement of Benefit Payment
Payment of a BEP Pension Benefit shall commence at such time as a
Participant commences receipt of his Pension Plan Benefit.
3.3 Non-Alienation of Benefits
No Participant or spouse of a Participant, shall have any right to
commute, encumber, transfer or otherwise dispose of or alienate any
present or future right or expectancy which he may have at any time to
receive payments of benefits hereunder, which benefits and the right
thereto are expressly declared to be non-assignable and
non-transferable, except to the extent required by law. Any attempt to
transfer or assign a benefit, or any rights granted hereunder, by a
Participant or his spouse shall, in the sole discretion of the Benefits
Committee (after consideration of such factors as it deems pertinent),
be grounds for terminating any rights of the Participant, or his
spouse, to any portion of the Plan benefits not previously paid.
3.4 Claims Procedure
A claim for the benefits hereunder may be made in writing to the
Benefits Committee; provided, however, that a claim by a Participant
for retirement benefits under the Pension Plan, shall be deemed to be a
claim hereunder.
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ARTICLE IV
DEATH BENEFIT
4.1 Amount of Survivor Benefit
Upon the death of a Participant while employed by the Company or an
Affiliate, a survivor benefit under this Plan shall be paid to his
Beneficiary, equal to the difference between (1) and (2) where:
(1) is the death benefit that would have been payable under
the Pension Plan if there had been no Section 415 Limitation, but
taking into account the limitations of Code section 401(a)(17); and
(2) is the actual death benefit payable under the Pension
Plan.
4.2 Designation of Beneficiary
The Beneficiary of a deceased Participant shall be the Participant's
spouse.
4.3 Form and Commencement of Survivor Benefit Payments
Payment of a survivor benefit under this plan shall be made in such
form, and shall commence at such time, as the survivor benefit under
the Pension Plan.
ARTICLE V
BENEFITS COMMITTEE
5.1 Fiduciary Status
Neither the Benefits Committee nor its individual members shall be
deemed to be a fiduciary with respect to the Plan.
5.2 Quorum
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A majority of the members of the Benefits Committee shall constitute a
quorum for any meeting held with respect to the Plan, and the acts of a
majority of the members present at any meeting at which a quorum is
present, or the acts unanimously approved in writing by all such
members, shall be valid acts
5.3 Powers of Benefits Committee
The Benefits Committee shall have the power and duty to do all things
necessary or convenient to effect the intent and purposes of the Plan
and not inconsistent with any of the provisions hereof, whether or not
such powers and duties are specifically set forth herein, and, by way
of amplification and not limitation of the foregoing, the Benefits
Committee shall have the power to:
(A) provide rules and regulations for the management,
operation and administration of the Plan, and, from time to
time, to amend or supplement such rules and regulations;
(B) construe the Plan, which construction, as long as made in
good faith, shall be final and conclusive upon all parties
hereto; and
(C) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan in such manner and to such extent as
it shall deem expedient to carry the same into effect, and it
shall be the sole and final judge of when such action shall be
appropriate.
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5.4 Conclusive Effect of Determination
The acts and determinations of the Benefits Committee within the powers
conferred by the Plan shall be final and conclusive for all purposes of
the Plan, and shall not be subject to appeal or review by persons or
entities other than the Board of Directors.
5.5 Liability; Indemnification
No member of the Benefits Committee shall be directly or indirectly
responsible or under any liability by reason of any action or default
by him as a member of the Benefits Committee, or the exercise of or
failure to exercise any power or discretion as such member; except for
his own fraud or willful misconduct. No member of the Benefits
Committee shall be liable in any way for the acts or defaults of any
other member of the Benefits Committee, or any of its advisors, agents
or representatives. The Company shall indemnify and save harmless each
member of the Benefits Committee against any and all expense and
liabilities arising out of his own membership on the Benefits
Committee; except expenses and liabilities arising out of a Benefits
Committee member's own fraud or willful misconduct.
5.6 Compensation
Members of the Benefits Committee who are employees of the Company
shall receive no compensation for their services rendered as members of
the Benefits Committee. Any other members of the Benefits Committee may
receive such reasonable compensation for their services as may be
authorized from time to time by the Board of Directors and, except as
otherwise provided by this Article, shall be entitled to receive their
reasonable expenses incurred in administering the Plan. Any such
compensation and expenses, as
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well as extraordinary expenses authorized by the Board of Directors,
shall be paid by the Company.
5.7 Company to Provide Information
The Company shall furnish to the Benefits Committee in writing all
information the Company deems appropriate for the Benefits Committee to
exercise its powers and duties in the administration of the Plan. Such
information may include, but shall not be limited to, the names of all
Participants, their earnings and their dates of birth, employment,
termination of employment, retirement or death. Such information shall
be conclusive for all purposes of the Plan and the Benefits Committee
shall be entitled to rely thereon without any investigation thereof;
provided, however, that the Benefits Committee may correct any errors
discovered in any such information.
5.8 Availability of Reports
The Benefits Committee shall make available, at the request of each
Participant and spouse, for examination at the principal office of the
Company (or at such other location as may be determined by the Benefits
Committee), a copy of the Plan and such of its records, or copies
thereof, as may pertain to any benefits of such Participant or spouse
under the Plan.
5.9 Conflicts of Interest
No member of the Benefits Committee may act, vote, or otherwise
influence a decision of the Benefits Committee specifically relating to
his or her benefits, if any, under the Plan.
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ARTICLE VI
GENERAL PROVISIONS
6.1 Benefits Payable by Company
Any Participant who may have or claim any interest in or right to any
compensation, payment, or benefit payable hereunder, shall rely solely
upon the unsecured promise of the Company as set forth herein for the
payment thereof, and nothing herein contained shall be construed to
give to or vest in the Participant or any other person now or at any
time in the future, any right, title, interest, or claim in or to any
specific asset, fund, reserve, account, insurance or annuity policy or
contract, or other property of any kind whatever owned by the Company,
or in which the Company may have any right, title, or interest, now or
at any time in the future.
6.2 No Trust Fund or Segregation of Assets Required
Neither the Company, the Benefits Committee, nor its individual
members, shall segregate or otherwise identify specific assets to be
applied to the purposes of the Plan, nor shall any of them be deemed to
be trustee of any amounts to be paid under the Plan. Any liability of
the Company to any person with respect to benefits payable under the
Plan shall be based solely upon such contractual obligations, if any,
as shall be created by the Plan, and shall give rise only to a claim
against the general assets of the Company. No such liability shall be
deemed to be secured by any pledge or any other encumbrance on any
specific property of the Company.
6.3 Effect on Other Plans
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It is agreed and understood that any benefits accrued under this Plan
are in addition to any and all employee benefits to which a Participant
may otherwise be entitled under any other contract, arrangement, or
voluntary pension, profit sharing or other compensation plan of the
Company, whether funded or unfunded, and that this Plan shall not
affect or impair the rights or obligations of the Company or a
Participant under any other such contract, arrangement, or voluntary
pension, profit sharing or other compensation plan.
6.4 Amendment or Termination
This Plan may be amended, modified, suspended, or terminated by the
Board of Directors if and when it deems such action necessary,
provided, however, that notwithstanding the foregoing, no such
amendment, modification, suspension, or termination shall reduce the
benefit to which a Participant or spouse was entitled immediately prior
to such amendment, modification, suspension, or termination. No
Participant or spouse shall have any contractual right to future
benefits otherwise payable, as of the date of such action by the Board
of Directors.
6.5 Severability
If any term or condition of the Plan shall be invalid or unenforceable
to any extent or in any application, then the remainder of the Plan,
with the exception of such invalid or unenforceable provision, shall
not be affected thereby, and shall continue in effect and application
to its fullest extent.
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6.6 Status of Employment
Neither the establishment of the Plan, any provisions of the Plan, nor
any action of the Benefits Committee shall be held or construed to
confer upon any employee the right to a continuation of employment by
the Company. Subject to any applicable employment contract, the Company
reserves the right to dismiss any employee, or otherwise deal with any
employee to the same extent as though the Plan had not been adopted.
6.7 Payments to Incompetents
If the Benefits Committee determines that a Participant or spouse is
unable to care for his affairs because of illness or accident, or is a
minor, any benefit due such Participant or beneficiary may be paid to
his spouse, child, parent, or any other person deemed by the Benefits
Committee to have incurred expense for such Participant or beneficiary
(including a duly appointed guardian, committee, or other legal
representative), and any such payment shall be a complete discharge of
the Company's obligation hereunder.
6.8 Governing Law
The Plan shall be construed, administered, and enforced according to
the laws of the State of Connecticut, except to the extent that such
laws are preempted by the federal laws of the United States of America.
IN WITNESS WHEREOF, STANADYNE AUTOMOTIVE CORP. has caused this
Plan to be adopted as of January 1, 1992.
STANADYNE AUTOMOTIVE CORP.
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By:________________________