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Exhibit 10.03
NASHUA CORPORATION
SUPPLEMENTAL COMPENSATION PLAN
(as amended February 24, 1994)
ARTICLE I. NAME, PURPOSE AND EFFECTIVE DATE
1.01 Name and Purpose. The Plan set forth herein shall be known as the
"Nashua Corporation Supplemental Compensation Plan." The Plan is
established and shall be maintained solely for the purpose of
providing deferred compensation benefits to Eligible Employees in
consideration of services rendered and to be rendered to Nashua
Corporation.
1.02 Effective Date. The Plan became effective as of January 1, l987.
The Plan applies only to Eligible Employees who retire or
terminate employment with the Corporation on or after the
Effective Date.
ARTICLE II. DEFINITIONS
Wherever used in this Plan, unless the context clearly indicates otherwise,
the following terms shall have the following meanings:
2.01 "Beneficiary" shall mean the person or persons designated by an
Eligible Employee to receive benefits under this Plan in the event
of the death of the Eligible Employee.
2.02 "Executive Salary Committee" shall mean the Executive Salary
Committee of the Board of Directors of Nashua Corporation.
2.03 "Corporation" shall mean Nashua Corporation, a Delaware
corporation.
2.04 "Disability" means disability within the meaning of the Social
Security Act.
2.05 "Eligible Employee" means any person employed by the Corporation
who is included in Appendix A, which is updated as of January 1 of
each year.
2.06 "Retirement" means termination of employment after age 55 with 10
or more years of service with the Corporation. Years of service
with any direct or indirect subsidiary while owned or controlled
by the Corporation shall count as years of service of the
Corporation.
2.07 "Supplemental Compensation Account" means the individual account
established for an Eligible Employee by the Corporation,
reflecting all additions thereto on behalf of the Eligible
Employee pursuant to Article 3.
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2.08 "Supplemental Compensation Benefit" means the benefit payable to
an Eligible Employee upon termination of employment, as provided
in Section 4.01.
2.09 "Supplemental Compensation Plan Committee" means the Committee
established to administer the Plan, made up of the Secretary of
the Corporation and the Treasurer of the Corporation and such
other individuals as may be designated from time to time by the
Executive Salary Committee.
Wherever used in this instrument, a masculine pronoun shall be deemed to
include the masculine and feminine gender, and a singular word shall be
deemed to include the singular and plural, in all cases where the context
requires.
ARTICLE III. SUPPLEMENTAL COMPENSATION ACCOUNT
3.01 Supplemental Compensation Account. The Corporation shall credit
to each Eligible Employee's Supplemental Compensation Account, as
of the last day of each fiscal year of the Corporation occurring
prior to or coinciding with (if applicable) that Eligible
Employee's termination of employment, an amount equal to the
amount approved for that year by the Executive Salary Committee
set opposite that Eligible Employee's name on Appendix A for that
year as the current addition. No provision of the Plan shall be
construed as indicating that the Corporation has purchased life
insurance to fund the Plan or has otherwise funded the Plan.
ARTICLE IV. SUPPLEMENTAL COMPENSATION BENEFIT
4.01 Termination of Employment. At Retirement or Disability an
Eligible Employee's Supplemental Compensation Benefit shall be
based upon the amount then credited to the Eligible Employee's
Supplemental Compensation Account. No benefit shall be payable
under this Plan if an Eligible Employee dies while still in the
service of the Corporation. If an Eligible Employee terminates
employment with the Corporation for any reason other than
Retirement, Disability or death after completing at least five (5)
consecutive years of employment, he shall be entitled to a
Supplemental Compensation Benefit based upon the amount credited
to his Supplemental Compensation Account as of the date his
employment terminates.
4.02 Form of Payment. Any amounts payable to an Eligible Employee
hereunder shall be payable in the form of an immediate or deferred
annuity on the sole life of the Eligible Employee or on the joint
lives of the Employee and any Beneficiary, but the Corporation in
its discretion will determine whether to purchase an annuity
contract to fund the amounts so payable.
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4.03 Death Benefit After Retirement. In the event that an Eligible
Employee dies after Retirement, a death benefit shall be paid
under this Plan to the Eligible Employee's Beneficiary. The death
benefit shall be equal to two (2) times the base rate of annual
compensation payable to the Eligible Employee immediately prior to
Retirement and shall be paid in a lump sum to the Beneficiary as
soon as practicable. The death benefit payable under this Section
4.03 is independent of any survivor annuity payable under Section
4.02.
ARTICLE V. FUNDING
5.01 Funding. There is no fund associated with this Plan. The
Corporation shall be required to make payments only as benefits
become due and payable. No person shall have any right, other
than the right of an unsecured general creditor, against the
Corporation with respect to the benefits payable hereunder. If
the Corporation, acting in its sole discretion, establishes a
reserve or other fund associated with this Plan, no person shall
have any right to or interest in any specific amount or asset of
such reserve or fund. The assets in any such reserve or funds
shall be subject to the control of the Corporation and need not be
used to pay benefits hereunder.
ARTICLE VI. MISCELLANEOUS
6.01 Non-Guarantee of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the
Corporation and any Eligible Employee or as a limitation on the
right of the Corporation to deal with an Eligible Employee, as to
hiring, discharge, layoff, compensation, and all other conditions
of employment, in all respects as though this Plan did not exist.
6.02 Rights Under Plan. Nothing in this Plan shall be construed to
limit, broaden, restrict, or grant any right to any Eligible
Employee or any Beneficiary under any other plan sponsored by the
Corporation, nor to grant any additional rights to any Eligible
Employee or Beneficiary under any other such plan, nor in any way
to limit, modify, repeal or otherwise affect the Corporation's
right to amend or modify any other such plan.
6.03 Nonassignability. The Supplemental Compensation Benefit payable
under this Plan shall not be subject to alienation, assignment,
garnishment, execution of levy of any kind, and any attempt to
cause any Supplemental Compensation Benefit to be so subjected
shall not be recognized, except to the extent required by
applicable law.
6.04 Plan Administration. The Plan shall be operated and administered
by the Supplemental Compensation Plan Committee (or its duly
authorized representative) whose decision on all matters involving
the interpretation and administration of the Plan shall be final
and binding. The Executive Salary Committee shall retain the
right to amend or terminate the Plan.
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6.05 Successor Corporation. In the event of the dissolution, merger,
consolidation or reorganization of the Corporation, provision may
be made by which a successor to all or a major portion of the
Corporation's property or business shall continue the Plan, and
the successor shall have all of the power, duties and
responsibilities of the Corporation under the Plan.
6.06 Governing Law. This Plan shall be construed and enforced in
accordance with, and governed by, the laws of the State of New
Hampshire.
NASHUA CORPORATION
By Paul Buffum
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Paul Buffum
Secretary and Counsel