EXHIBIT 10.30
TANDY BRANDS ACCESSORIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(AMENDMENT NO. 1)
PREAMBLE
The Tandy Brands Accessories, Inc. Supplemental Executive Retirement
Plan (hereinafter called the "Plan") was 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.
The Committee (as defined below) has determined that the Plan should be
amended to clarify certain provisions of the Plan that may have been ambiguous
and to make certain other minor, non-substantive revisions. None of the changes
made by this Amendment alter the rights of the Participants (as defined below)
or change the benefits to which they were entitled under the Plan as originally
adopted. For convenience, the full text of the Plan as amended hereby is set
forth below.
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 such Participant's 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.
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 such Participant's
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, any such
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 in 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
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(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 (i) the Human Resources Committee designated by
the Board to administer the Plan in accordance with Section 6.5 of this Plan,
and (ii) if no such committee exists with respect to the Company, the entire
Board. The Committee may delegate authority to an administrative committee to
handle the day-to-day administrative functions of the Plan.
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, the Participant shall remain a
Participant until such Participant's termination of employment with the Company
and thereafter until all benefits to which such Participant or such
Participant's Contingent Annuitant is entitled under the Plan have been paid.
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ARTICLE 3
ELIGIBILITY FOR AN AMOUNT OF BENEFITS
3.1 Eligibility for Benefit. Each Participant is eligible to receive a
benefit under the Plan as a result of one of the following events:
(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 such Participant's
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 such Participant's termination.
If a Participant has not completed at least 15 Years of Service at the
time of such Participant's termination of employment for any reason, such
Participant 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 such Participant's Benefit Compensation multiplied
by Years of Service up to 30 years; less
(b) 100% of the sum of (i) such Participant's Annualized
Social Security Benefit, and (ii) such Participant's 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
such Participant's 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 such Participant's age that is less than 65 as of the date of such
Participant's Early Retirement.
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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
such Participant's 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
(b) If a Participant elects to begin receiving such
Participant's Disability Retirement Benefit at or after age 55 and
before age 65, such Benefit will be reduced by 5% for each year of such
Participant's 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 such Participant's long-term
disability (as determined by the Company) prior to such Participant's
commencement of receipt of a Supplemental Plan Benefit and such Participant does
not return to work for the Company, or if such Participant's period of long-term
disability ceases by reason of such Participant's death prior to such
Participant's commencement of receipt of a Supplemental Plan Benefit, such
Participant's employment with the Company shall be deemed terminated as of the
date of such Participant's recovery or death and in such event the Participant
or such Participant's 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 such
Participant's Termination Benefit at or after age 55 and before age 65,
such Benefit will be reduced by 5% for each year of such Participant's
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 such Participant's
Supplemental Plan Benefit, such Participant's
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Contingent Annuitant shall be entitled to a death benefit calculated as a
Supplemental Plan Benefit as set forth in Section 3.2, 3.3 or 4.4, whichever is
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 or as provided in Section 4.4 hereof, whichever is
applicable.
3.7 Ineligibility for Benefit. If a Participant's employment with the
Company is terminated and neither the Participant nor such Participant's
Contingent Annuitant qualifies for benefits under any of the preceding
paragraphs of this Article 3, neither the Participant nor such Participant's
Contingent Annuitant nor any other person or entity shall have a right to any
benefit from the Plan with respect to such Participant.
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.
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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 such Participant's 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.
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 or such Participant's Contingent Annuitant in a lump sum by wire
transfer or certified check, 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). Such benefits shall be
payable to each such Participant at such time before or after the effective date
of the Change of Control as the Committee shall determine, but in no event later
than the third business day following the effective date of the Change of
Control.
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, or directly or indirectly deprive or delay any
Participant or Contingent Annuitant of all or any portion of any Supplemental
Plan Benefit payment to which any such Participant or Contingent Annuitant shall
have become entitled as a result of a Change of Control as set forth in Section
4.4 hereof.
5.2 Termination Benefit. In the case of a Plan termination, other than
a Plan termination resulting from a Change of Control, each actively employed or
disabled Participant on the termination date shall have such Participant's
Supplemental Plan Benefit calculated as set
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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 such Participant's 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. No continuation of the Plan pursuant to this Section 5.3
shall, however, alter, impair or otherwise adversely affect the right of each
Participant and Contingent Annuitant to be paid the Participant's Supplemental
Plan Benefit, calculated as provided herein before the effective date of any
Change of Control, pursuant to Section 4.4 hereof, and, if such Supplemental
Plan Benefit has not been paid prior to the effective date of the Change of
Control, the Committee shall pay the Supplemental Plan Benefit on or before the
third business day following the effective date of the Change of Control as
provided in Section 4.4 hereof. In the event the Plan is not continued by the
transferee, purchaser or successor entity, then the Plan shall terminate,
subject to the provisions of Sections 4.4, 5.1 and 5.2.
ARTICLE 6
MISCELLANEOUS
6.1 Forfeitures of Benefits. Subject to the provisions of this Section
6.1, and 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. The discontinuation and forfeiture provisions
of this Section 6.1 shall not be available to the Company or the Board of any
corporate successor that has continued the Plan pursuant to Section 5.3 hereof
until all Supplemental Plan Benefits have been paid to all Participants and
Contingent Annuitants pursuant to the provisions of Section 4.4 hereof, and no
Participant or Contingent Annuitant on the effective date of a Change of Control
shall have any future payment of a Supplemental Plan Benefit pursuant to the
provisions of Section 4.4 hereof discontinued or forfeited pursuant to this
Section 6.1.
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.
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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 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 such Participant's 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 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
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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 provisions of this Section 6.5 shall
not be available to the Company or the Board of any corporate successor that has
continued the Plan pursuant to Section 5.3 hereof until all Supplemental Plan
Benefits have been paid to all Participants and Contingent Annuitants pursuant
to the provisions of Section 4.4 hereof, and no Participant or Contingent
Annuitant on the effective date of a Change of Control shall have any future
payment of a Supplemental Plan Benefit pursuant to the provisions of Section 4.4
hereof diminished, reduced, altered, discontinued, forfeited or otherwise
adversely affected pursuant to this Section 6.1.
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 such person or of such person's 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 care of such person or such person's 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 such Participant's or such Contingent Annuitant's 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 shall keep the Committee
informed of current address and the current address of such Participant's
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 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.
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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/ Stanley T. Ninemire
-------------------------------
Name: Stanley T. Ninemire
Title: Executive Vice President
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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:
<Table>
<Caption>
Name Effective Date of Participation
- ---- -------------------------------
J.S.B. Jenkins January 1, 2003
Stanley T. Ninemire January 1, 2003
</Table>
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