EXHIBIT 10.25
TANDY BRANDS ACCESSORIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PREAMBLE
The Tandy Brands Accessories, Inc. Supplemental Executive Retirement Plan
(hereinafter called the "Plan") is hereby established by Tandy Brands
Accessories, Inc. a Delaware corporation (hereinafter called the "Company"),
effective as of January 1, 2003. The purpose of the Plan is to provide
retirement income to a select group of key management personnel and highly
compensated employees who contribute materially to the continued growth,
development and future business success of the Company.
It is the intention of the Company that the Plan meet all of the
requirements necessary to qualify it as a non-qualified, unfunded, unsecured
plan of deferred compensation for a select group of management or highly
compensated employees within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and all Plan provisions shall be interpreted accordingly.
ARTICLE 1
DEFINITIONS
1.1 "Actuarial Equivalence" (or "Actuarially Equivalent") means equality
of value of the aggregate amounts expected to be received under different forms
of payment and/or at different times, based on an interest rate of seven percent
and the unisex version of the 1994 GAR Mortality Table.
1.2 "Affiliated Company" means any trade or business entity, or a
predecessor company of such entity, if any, which is a member of a controlled
group of corporations of which the Company is also a member.
1.3 "Annual Compensation" means the Participant's gross salary and bonus
earned in the Company's fiscal tax year, without reduction for any deductions.
1.4 "Annualized Social Security Benefit" means the annual Social Security
benefit the Participant is eligible, as of the Participant's retirement or
termination, to receive commencing at age 65. For purposes of determining this
benefit, the Participant is assumed to earn no covered compensation between the
date of his termination or retirement and age 65. Reasonable approximations may
be used to determine this benefit.
1.5 "Annuity Equivalent of Benefit under the Qualified Plan" means the
deferred single life annuity commencing at age 65 (or immediate annuity if age
65 or older at retirement) that is actuarially equivalent, as of the date of the
Participant's retirement or termination, to the Participant's account balances
attributable to Company-provided contributions under the Qualified Plan as of
the date of retirement or termination.
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1.6 "Benefit Compensation" means the average of the Participant's Annual
Compensation for the three complete fiscal years in which such Annual
Compensation was highest over the last ten fiscal years of the Participant's
employment, but in no event shall such amount be less than the average of such
Participant's Annual Compensation for the last 36 months of his employment.
1.7 "Board" means the board of directors of the Company.
1.8 "Change of Control" means any of the following:
(a) any consolidation, merger or share exchange of the Company in
which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's common stock would be converted
into cash, securities or other property, other than a consolidation, merger
or share exchange of the Company in which the holders of the Company's
common stock immediately prior to such transaction have the same
proportionate ownership of common stock of the surviving corporation
immediately after such transaction;
(b) any sale, lease, exchange or other transfer (excluding transfer
by way of pledge or hypothecation) in one transaction or a series of
related transactions, of all or substantially all of the assets of the
Company;
(c) the stockholders of the Company approve any plan or proposal for
the liquidation or dissolution of the Company;
(d) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the 1934 Act) of an aggregate of 20% of the voting power
of the Company's outstanding voting securities by any person or group (as
such term is used in Rule 13d-5 under the 1934 Act) who beneficially owned
less than 15% of the voting power of the Company's outstanding voting
securities on the date of this Plan, or the acquisition of beneficial
ownership of an additional 5% of the voting power of the Company's
outstanding voting securities by any person or group who beneficially owned
at least 15% of the voting power of the Company's outstanding voting
securities on the date of this Plan, provided, however, that
notwithstanding the foregoing, an acquisition shall not constitute a Change
of Control hereunder if the acquiror is (x) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company and acting
in such capacity, (y) an Affiliated Company or a corporation owned,
directly or indirectly, by the stockholders of the Company is substantially
the same proportions as their ownership of voting securities of the Company
or (z) any other person whose acquisition of shares of voting securities is
approved in advance by a majority of the Board; or
(e) in a Title 11 bankruptcy proceeding, the appointment of a trustee
or the conversion of a case involving the Company to a case under
Chapter 7.
1.9 "Committee" means the Human Resources Committee designated by the
Board to administer the Plan in accordance with Section 6.5 of this Plan. The
Human Resources Committee may delegate authority to an administrative committee
to handle the day-to-day administrative functions of the Plan.
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1.10 "Company" means Tandy Brands Accessories, Inc. and any successors
thereto.
1.11 "Contingent Annuitant" means any person, trust or entity that the
Participant designates to receive the Death Benefit as provided for in
Section 3.6.
1.12 "Participant" means any employee of the Company who is designated and
approved as set forth in Article 2.
1.13 "Plan" means this Tandy Brands Accessories, Inc. Supplemental
Executive Retirement Plan, as amended from time to time.
1.14 "Qualified Plan" means the Tandy Brands Accessories, Inc. Employees
Investment Plan, as amended from time to time.
1.15 "Supplemental Plan Benefit" means the annual benefit payable in
accordance with the Plan.
1.16 "Years of Service" means each fiscal year of the Company in which the
Participant completes at least 1,000 hours of service, and shall include all
years of employment with the Company. Hours of service will be credited at the
rate of 45 hours for each week of employment. Notwithstanding the foregoing, the
Committee may, by written instrument, include within the Years of Service of a
Participant such other service as the Committee may deem appropriate.
ARTICLE 2
ELIGIBILITY TO PARTICIPATE
The Committee shall, from time to time, designate those employees of the
Company who shall be Participants in the Plan. The Participants that have been
designated to participate in the Plan shall be listed on Schedule A attached
hereto, which may be revised as necessary without the need for a formal Plan
amendment.
Once an employee becomes a Participant, he shall remain a Participant until
his termination of employment with the Company and thereafter until all benefits
to which he or his Contingent Annuitant is entitled under the Plan have been
paid.
ARTICLE 3
ELIGIBILITY FOR AN AMOUNT OF BENEFITS
3.1 Eligibility of Benefit. Each Participant is eligible to receive a
benefit under the Plan as a result of one of the following events:
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(a) "Normal Retirement" - termination of employment with the Company
after attainment of age 65;
(b) "Early Retirement" - termination of employment with the Company
(i) after attainment of age 55 but before attainment of age 65, and (ii)
after completion of 15 Years of Service;
(c) "Disability Retirement" - termination of employment with the
Company after incurring a long-term disability, as defined in any
long-term disability plan maintained by the Company under which the
Participant is covered, provided such Participant has completed at least 15
Years of Service as of the date of his termination; or
(d) "Eligible Termination of Employment" - termination of employment
with the Company for any reason other than Normal Retirement, Early
Retirement or Disability Retirement, provided such Participant has completed
at least 15 Years of Service as of the date of his termination.
If a Participant has not completed at least 15 Years of Service at the time
of his termination of employment for any reason, he shall not be eligible to
receive any benefit under the Plan.
3.2 Normal Retirement Benefit. The Normal Retirement Benefit of a
Participant who retires due to Normal Retirement shall be an annual Supplemental
Plan Benefit equal to:
(a) 2% of his Benefit Compensation multiplied by Years of Service
up to 30 years; less
(b) 100% of the sum of (i) his Annualized Social Security Benefit,
and (ii) his Annuity Equivalent Benefit under the Qualified Plan.
Payment of a Participant's Normal Retirement Benefit shall commence as of
the first day of the month coincident with or next following the month of his
Normal Retirement.
3.3 Early Retirement Benefit. The Early Retirement Benefit of a Participant
who retires due to Early Retirement shall be an annual Supplemental Plan Benefit
calculated as set forth in Section 3.2 above, reduced by 5% for each year of
his age that is less than 65 as of the date of his Early Retirement.
Payment of a Participant's Early Retirement Benefit shall commence as of the
first day of any month coincident with or next following the month of his Early
Retirement.
3.4 Disability Retirement Benefit. The Disability Retirement Benefit of a
Participant who retires due to Disability Retirement shall be an annual
Supplemental Plan Benefit calculated as set forth in Section 3.2 above, subject
to the following:
(a) Payment of a Disability Retirement Benefit may not begin before
a Participant attains age 55; and
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(b) If a Participant elects to begin receiving his Disability
Retirement Benefit at or after age 55 and before age 65, such Benefit will
be reduced by 5% for each year of his age that is less than 65 as of the
date such payment commences.
Payment of a Participant's Disability Retirement Benefit shall commence as
of the first day of any month coincident with or next following the
Participant's election to begin receiving such Benefit.
If the Participant recovers from his long-term disability (as determined by the
Company) prior to his commencement of receipt of a Supplemental Plan Benefit
and he does not return to work for the Company, or if his period of long-term
disability ceases by reason of his death prior to his commencement of receipt
of a Supplemental Plan Benefit, his employment with the Company shall be deemed
terminated as of the date of his recovery or death and in such event the
Participant or his Contingent Annuitant, as the case may be, shall be entitled
to such annual Supplemental Plan Benefit as he, she or it would be eligible to
receive under the applicable provisions of this Article 3.
3.5 Termination Benefit. The Termination Benefit of a Participant who
terminates with an Eligible Termination of Employment shall be an annual
Supplemental Plan Benefit calculated as set forth in Section 3.2 above, subject
to the following:
(a) Payment of a Termination Benefit may not begin before a
Participant attains age 55; and
(b) If a Participant elects to begin receiving his Termination
Benefit at or after age 55 and before age 65, such Benefit will be reduced
by 5% for each year of his age that is less than 65 as of the date such
payment commences.
Payment of a Participant's Termination Benefit shall commence as of the
first day of any month coincident with or next following the Participant's
election to begin receiving such Benefit.
3.6 Pre-Retirement Death Benefit. If a Participant who has met the age and
service requirements for Normal Retirement or Early Retirement dies (a) prior to
termination of employment with the Company, or (b) after termination of
employment with the Company but prior to commencement of his Supplemental Plan
Benefit, his Contingent Annuitant shall be entitled to a death benefit
calculated as a Supplemental Plan Benefit as set forth in Section 3.2 or 3.3, as
applicable (the "Death Benefit").
Payment of a Death Benefit to a Contingent Annuitant shall commence as of
the first day of the month coincident with or next following the Participant's
death.
3.7 Ineligibility for Benefit. If a Participant's employment with the
Company is terminated and neither the Participant nor his Contingent Annuitant
qualifies for benefits under any of the preceding paragraphs of this Article 3,
neither the Participant nor his Contingent Annuitant nor any other person or
entity shall have a right to any benefit from the Plan with respect to such
Participant.
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ARTICLE 4
FORM AND COMMENCEMENT OF BENEFITS
4.1 Form of Benefits.
(a) Supplemental Plan Benefits payable to a Participant pursuant to
Section 3.2, 3.3, 3.4 or 3.5 shall be payable in a single life annuity payment
form, if the Participant is not married at the time payment is to commence, or
in a "100% joint and survivor annuity" payment form, if the Participant is
married at the time payment is to commence. For purposes hereof, a "100% joint
and survivor annuity" means reduced annuity payments of an equal amount over the
joint lives of the Participant and the Participant's surviving spouse, where
such payment form is Actuarially Equivalent to payment of the benefit in a
single life annuity form. Notwithstanding the foregoing provisions of this
Section 4.1(a), however, at the request of the Participant, the Company, in its
discretion, may pay the Actuarially Equivalent value of the Supplemental Plan
Benefit to the Participant in a single lump sum in lieu of any further benefit
payment hereunder.
(b) Death Benefits payable to a Contingent Annuitant pursuant to Section
3.6 shall be payable as follows:
(i) If to a Contingent Annuitant that is a person, the Death Benefit
shall be payable in a single life annuity payment form; provided, however, that
at the request of the Contingent Annuitant, the Company, in its discretion, may
pay the Actuarially Equivalent value of the Death Benefit to the Contingent
Annuitant in a single lump sum in lieu of any further benefit payment hereunder.
(ii) If to a Contingent Annuitant that is not a person, the Death
Benefit shall be payable in a single lump sum of Actuarially Equivalent value
of the Death Benefit.
4.2 Commencement of Benefits. A Supplemental Plan Benefit payable to a
Participant pursuant to Section 3,2, 3.3, 3.4 or 3.5 will commence as set forth
in the appropriate Section. A Supplemental Plan Benefit payable to a Contingent
Annuity pursuant to Section 3.6 will commence as set forth in Section 3.6.
Payment of a Supplemental Plan Benefit paid through an annuity to a
Participant will terminate with the payment made on the first day of the month
in which the Participant dies, unless the form of payment to the Participant
provides for continuation of payments following his death, in which event
payments will continue in accordance with such form and will terminate in
accordance with the terms of the annuity. Payment of a Death Benefit paid
through an annuity to a Contingent Annuitant will terminate in accordance with
the terms of the annuity.
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4.3 Small Benefits. If the Actuarially Equivalent value of any
Supplemental Plan Benefit or Death Benefit is less than $25,000, the Company,
in its discretion, may pay such value of such Benefit to the Participant or
Contingent Annuitant in a single lump sum in lieu of any further benefit
payment hereunder.
4.4 Change of Control. If the Company has a Change of Control, the
Committee shall pay the Supplemental Plan Benefit for each Participant to such
Participant in a lump sum, in an amount as determined under Section 3.2 as if
each Participant had attained Normal Retirement with at least 30 Years of
Service as of the date of the Change of Control. Payments made under this
Section 4.4 shall be "grossed up" for federal, state or excise taxes (not
including ordinary income tax, FICA tax or Medicare tax).
ARTICLE 5
AMENDMENT AND TERMINATION
5.1 Amendment or Termination. The Company intends for the Plan to be
permanent but reserves the right to amend or terminate the Plan when, in the
sole opinion of the Company, such amendment or termination is advisable. No
amendment or termination of the Plan shall directly or indirectly deprive any
Participant or Contingent Annuitant of all or any portion of any Supplemental
Plan Benefit payment which has been commenced prior to the effective date of
the amendment or termination.
5.2 Termination Benefit. In the case of a Plan termination, each actively
employed or disabled Participant on the termination date shall have his
Supplemental Plan Benefit calculated as set forth in Section 3.2 as if each
such Participant had attained Normal Retirement with at least 30 Years of
Service as of the Plan termination date.
Payment of a Participant's Supplemental Plan Benefit under this Section
shall not be dependent upon his continuation of employment with the Company
following the Plan termination date, and such Benefit shall become payable at
the date for commencement of payment of a Supplemental Plan Benefit pursuant to
the terms of Section 4.2.
5.3 Corporate Successors. The Plan shall not be automatically terminated
by a transfer or sale of assets of the Company or by the merger or
consolidation of the Company into or with any other corporation or other
entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. In the event the Plan is not
continued by the transferee, purchaser or successor entity, then Plan shall
terminate subject to the provisions of Sections 5.1 and 5.2.
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ARTICLE 6
MISCELLANEOUS
6.1 Forfeitures of Benefits. Notwithstanding any other provision of the
Plan, future payment of a Supplemental Plan Benefit hereunder to a Participant
will, at the discretion of the Board, be discontinued and forfeited, and the
Company will have no further obligation hereunder to such Participant, if the
Participant performs acts of gross malfeasance or gross negligence in a matter
of material importance to the Company, and such acts are discovered by the
Company at any time prior to the date of death of the Participant. The Board
shall have sole and uncontrolled discretion with respect to the application of
the provisions of this paragraph and such exercise of discretion shall be
conclusive and binding upon the Participant and all other persons.
6.2 No Effect on Employment Rights. Nothing contained herein will confer
upon any Participant the right to be retained in the Service of the Company nor
limit the right of the Company to discharge or otherwise deal with Participants
without regard to the existence of the Plan.
6.3 Funding. The Plan is a non-qualified, unfunded, supplemental executive
retirement plan. Therefore, all benefits owing under the Plan shall be paid out
of the Company's general corporate funds, which are subject to the claims of
creditors, or out of any trust the Committee shall establish or authorize,
provided that all assets paid into any such trust shall at all times before
actual payment to a Participant or Contingent Annuitant remain subject to the
claims of general creditors of the Company. In the absence of action by the
Committee, nothing herein shall be construed to create or require the creation
of a trust for the purpose of paying benefits owing under the Plan.
No Participant, Contingent Annuitant or any other person or entity shall
have any right, title or interest whatever in or to, or any claim, preferred or
otherwise, in or to, any particular assets of the Company by reason of the right
to receive a benefit under the Plan, or any trust that the Company may establish
to aid in providing the payments described in the Plan. Nothing contained in the
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust or a fiduciary relationship of any kind between the
Company and a Participant or any other person. Neither a Participant, a
Contingent Annuitant of a Participant nor any other person or entity shall
acquire any interest greater than that of an unsecured creditor in any assets of
the Company, or in any trust that the Company may establish for the purposes of
paying benefits hereunder, and any such Participant, Contingent Annuitant or
other person or entity shall have only the rights of a general unsecured
creditor of the Company with respect to any rights under the Plan. Nothing
contained in the Plan shall constitute a guaranty by the Company or any other
entity or person that the assets of the Company will be sufficient to pay any
benefit hereunder.
6.4 Spendthrift Provision. No benefit payable under the Plan shall be
subject in an manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge prior to actual receipt thereof by the payee; and
any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge prior to such receipt shall be void; and the Company
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shall not be liable in any manner for or subject to the debts, contracts,
liabilities, engagements or torts of any person entitled to any benefit under
the Plan.
Notwithstanding the foregoing paragraph, in the event of divorce, a
Participant may enter into an agreement providing for all or a portion of such
Participant's benefit to be provided to his former spouse, provided such
agreement substantially conforms to the requirements of a qualified domestic
relations order under Internal Revenue Code Section 414(p).
6.5 Administration. The Plan shall be administered by the Human
Resources Committee (the "Committee").
The Committee shall be responsible for the overall general operation and
administration of the Plan and for carrying out the provisions thereof, except
for matters which have been specifically reserved to the Board. The Committee,
in its discretion, shall (a) interpret the Plan, (b) prescribe, amend, and
rescind any rules and regulations necessary or appropriate for the
administration of the Plan, and (c) make such other determinations and take
such other action as it deems necessary or advisable in the administration of
the Plan. Any interpretation, determination, or other action made or taken by
the Committee shall be final, binding, and conclusive on all interested
parties. The Committee shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Company with respect to the Plan.
The Committee may delegate authority to an administrative committee to
handle the day-to-day administrative functions of the Plan.
6.6 Disclosure. Each Participant shall receive a copy of the Plan and
the Committee will make available for inspection by any Participant or
Contingent Annuitant a copy of the rules and regulations used by the Committee
in administering the Plan.
6.7 State Law. The Plan is established under and will be construed
according to the laws of the State of Texas, to the extent that such laws are
not preempted by ERISA and valid Regulations published thereunder.
6.8 Incapacity of Recipient. In the event a Participant or Contingent
Annuitant who is a person is declared incompetent and a conservator or other
person legally charged with the care of his person or of his estate is
appointed, any benefits under the Plan to which such Participant or Contingent
Annuitant is entitled shall be paid to such conservator or other person legally
charged with the case of his person or his estate. Except as provided in the
preceding sentence, when the Committee, in its sole discretion, determines that
a Participant or Contingent Annuitant is unable to manage his or her financial
affairs, the Committee may direct the Company to make distributions to any
person for the benefit of such Participant or Contingent Annuitant.
6.9 Unclaimed Benefit. Each Participant will keep the Committee informed
of his current address and the current address of his spouse. The Committee
shall not be obligated to search for the whereabouts of any person. If the
location of a Participant is not made known to the Committee within one year
after the date on which any payment of the Participant's Supplemental Plan
Benefit may be made, then the Company shall have no further obligation to
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pay any benefit hereunder to such Participant or any other person and such
benefit shall be irrevocably forfeited.
6.10 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as an
employee or agent of the Company or as a member of the Committee shall be liable
to any Participant, former Participant, Contingent Annuitant or any other person
or entity for any claim, loss, liability or expense incurred in connection with
the Plan.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
effective as of January 1, 2003, by its duly authorized officer pursuant to
prior action taken by the Board.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
------------------------------------
Name: J.S.B. Jenkins
Title: President and Chief Executive Officer
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SCHEDULE A
TO THE
TANDY BRANDS ACCESSORIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As of January 1, 2003, the following employees are designated as
Participants in the Plan:
Name Effective date of participation
- ---- -------------------------------
J.S.B. Jenkins January 1, 2003
Stanley T. Ninemire January 1, 2003
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