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EXHIBIT 10.9
STANADYNE AUTOMOTIVE CORP.
SUPPLEMENTAL RETIREMENT PLAN
(EFFECTIVE JANUARY 1, 1992)
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TABLE OF CONTENTS
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ARTICLE I Definitions.................................................................................. 1
ARTICLE II Purpose and Nature of the Plan.............................................................. 2
2.1 Purpose................................................................................................ 2
2.2 Nature................................................................................................. 2
2.3 No Trust Fund or Segregation of Assets Required........................................................ 2
ARTICLE III Eligibility and Participation.............................................................. 3
3.1 Eligibility............................................................................................ 3
3.2 Duration............................................................................................... 3
3.3 Death Benefits......................................................................................... 3
ARTICLE IV Pension Benefits............................................................................ 4
4.1 Amount of Benefit...................................................................................... 4
4.2 Form and Commencement of Benefit....................................................................... 4
4.3 Beneficiary............................................................................................ 5
4.4 Optional Forms......................................................................................... 5
4.5 Non-Alienation......................................................................................... 5
4.6 Claims Procedure....................................................................................... 5
ARTICLE V Benefits Committee........................................................................... 5
5.1 Fiduciary Status....................................................................................... 5
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5.2 Quorum................................................................................................. 6
5.3 Powers of Benefits Committee........................................................................... 6
5.4 Conclusive Effect of Determination..................................................................... 6
5.5 Liability; Indemnification............................................................................. 6
5.6 Compensation........................................................................................... 7
5.7 Company to Provide Information......................................................................... 7
5.8 Availability of Reports................................................................................ 8
5.9 Conflicts of Interest.................................................................................. 8
ARTICLE VI General Provisions.......................................................................... 8
6.1 Benefits Payable by Company............................................................................ 8
6.2 Effect on Other Plans.................................................................................. 8
6.3 Amendment or Termination............................................................................... 9
6.4 Severability........................................................................................... 9
6.5 Status of Employment................................................................................... 9
6.6 Payments to Incompetents............................................................................... 9
6.7 Governing Law.......................................................................................... 10
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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.
"Affiliate" has the same meaning as in Article I of the
Pension Plan.
"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.
"BEP" means the Stanadyne Automotive Corp. Benefit
Equalization Plan, as amended from time to time.
"Board" means the Board of Directors of the Company as
constituted from time to time.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time.
"Company" means Stanadyne Automotive Corp. and subsidiaries or
any predecessor or successor thereto.
"Compensation" means the annual compensation of an Eligible
Employee taken into account under the Pension Plan.
"Effective Date" means January 1, 1992.
"Eligible Employee" means any employee of the Company or an
Affiliate who is a participant in the Pension Plan and who is designated to be
eligible to participate in this Plan by the Benefits Committee or its designee.
"Participant" means an Eligible Employee, upon entry to the
Plan.
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"Pension Plan" means the Stanadyne Automotive Corp. Salaried
Pension Plan, as amended from time to time.
"Plan" means the Stanadyne Automotive Corp. Supplemental
Retirement Plan, as amended from time to time.
"Plan Year" means any calendar year or part thereof within
which the Plan is in effect.
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
PURPOSE AND NATURE OF THE PLAN
2.1 Purpose
The purpose of this Plan is to provide retirement income benefits in
excess of those permitted from time to time under Code Section 401(a)
for qualified retirement plans.
2.2 Nature
The Plan is intended to be an unfunded, nonqualified plan maintained by
the Company primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees within the meaning of Sections 201(2),
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301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended. In the event it is ultimately determined that a
Participant is neither one of the select group of management employees
or highly compensated employees, he shall cease to participate in the
Plan.
2.3 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, as the case may be. No such
liability shall be deemed to be secured by any pledge or any other
encumbrance on any specific property of the Company.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Eligibility
Each Eligible Employee shall become a Participant when his Compensation
exceeds the maximum amount of Compensation that may be taken into
account under the Pension Plan under Code Section 401(a) and/or the
amount of benefit he would have received under the Pension Plan is
reduced because the Plan is redesigned to comply with the Tax Reform
Act of 1986 and any regulations promulgated thereunder, including,
without limitation, the regulations under the Code with respect to
nondiscrimination under Code Section 401(a)(4) and coverage under Code
Section 410(b).
3.2 Duration
Each Participant shall remain a Participant until there are no longer
any benefits payable in accordance with the benefit payment provisions
of the Pension Plan.
3.3 Death Benefits
The Participant's spouse, who would be entitled to a retirement, death
or other benefit in accordance with the provisions of the Pension Plan
upon the death of a Participant, shall be entitled to a benefit
hereunder to the same extent that such benefit would otherwise have
been payable in accordance with the provisions of the Pension Plan.
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ARTICLE IV
PENSION BENEFITS
4.1 Amount of Benefit
Upon a Participant's retirement, death, disability or other termination
of employment, or upon termination of the Pension Plan on or after the
Effective Date, a benefit shall be payable equal to (A) less (B),
where:
(A) is the benefit (whether it be a retirement, death,
disability, or termination of employment benefit or benefit upon
Pension Plan termination), if any, determined under the applicable
provisions of the Pension Plan, as in effect at the time of the
Participant's retirement, death, disability or termination of
employment, or termination of the Pension Plan, without regard to any
limitation on such benefit imposed under said Pension Plan on account
of the limitations of Code Sections 401(a) or 415, as modified from
time to time, or any successor provisions thereto; and
(B) is the sum of (a) plus (b) where (a) is the benefit
determined under the applicable provisions of the Pension Plan,
(including any benefit from the Stanadayne, Inc. Salaried Pension Plan
whether or not such benefit is payable under the Lincoln National Group
Annuity Contract Number (GA-5844)), as limited by Code Sections 401(a)
and 415, as modified from time to time, or any successor provision
thereto; and (b) is the benefit determined under the applicable
provisions of the BEP. The difference in benefits under Paragraphs (A)
and (B), above, shall be the benefit payable under the terms of this
Plan.
4.2 Form and Commencement of Benefit
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Any benefit payable under the terms of this Plan, shall be paid at the
same time, in the same form, pursuant to the same vesting schedule and
(except as otherwise provided in Section 4.4), over the same period of
time, as the benefit payable under the Pension Plan.
4.3 Beneficiary
Any benefit payable subsequent to the death of a Participant hereunder
shall be paid to the Participant's spouse.
4.4 Optional Forms
Each available optional form of benefit payment, shall be computed on
an actuarial equivalent basis, applying the actuarial assumptions
utilized by the Pension Plan.
4.5 Non-Alienation
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 facts 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.
4.6 Claims Procedure
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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.
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
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:
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(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.
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.
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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 well as extraordinary expenses authorized
by the Board of Directors, shall be paid by the Company.
5.7 Company to Provide Information
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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 benefits, if any, under the Plan.
ARTICLE VI
GENERAL PROVISIONS
6.1 Benefits Payable by Company
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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 Effect on Other Plans
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.
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6.3 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.
6.4 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.
6.5 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.
6.6 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
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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.
6.7 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.
By:________________________
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