SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN - B
FOR
DESIGNATED EXECUTIVES
OF
MOORE CORPORATION LIMITED
AND SUBSIDIARY COMPANIES
Effective January 1, 2001
TABLE OF CONTENTS
Article 1 DEFINITIONS..........................................2
Article 2 ELIGIBILITY FOR BENEFITS AND VESTING.................4
Article 3 BENEFIT FORMULA......................................4
Article 4 PAYMENT UPON CESSATION OF EMPLOYMENT.................4
Article 5 DEATH BENEFITS.......................................4
Article 6 DISABILITY...........................................5
Article 7 CHANGE IN CONTROL....................................5
Article 8 FORFEITURE OF BENEFITS...............................6
Article 9 SOURCE OF BENEFITS...................................7
Article 10 AMENDMENT, SUSPENSION AND TERMINATION ..............8
Article 11 MISCELLANEOUS PROVISIONS.............................9
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ARTICLE 1 - DEFINITIONS
The following terms where used in this Plan shall have the meanings set forth
below.
1.01 "Beneficiary" means the person last designated on the appropriate form
filed with Moore Corporation by the Executive to receive benefits in
accordance with Article 7 of this Plan in the event of the death of the
Executive.
1.02 "Board" means the Board of Directors of Moore Corporation Limited.
1.03 "Cause". For purposes of this Agreement, Cause shall mean (a) the
refusal or willful failure by the Executive to Substantially perform
his duties and responsibilities within a reasonable time after demand
for proper performance is delivered by the Company or an Affiliate that
specifically identifies the manner in which the Company or Affiliate
believes the Executive has not substantially performed his or her
duties, (b) the Executive's dishonesty, misappropriation, or fraud with
regard to the Company or its Affiliates or any of their property or
businesses, (c) the Executive's breach of fiduciary duty owed to the
Company or any of its Affiliates, (d) willful misconduct or gross
negligence with regard to the Company or its Affiliates or any of their
property, businesses or employees, including but not limited to
carrying out his duties, (e) the refusal of the Executive to follow the
written direction of the Board, the board of an Affiliate for which he
is working or a more senior officer.
1.04 "Cessation of Employment" means the termination of the Executive's
employment with the Company, whether by voluntary or involuntary
separation, retirement or death, and shall only be deemed to occur
after the end of any Disability period under Article 6 and after any
severance payment period during which the Executive receives severance
based on an amount determined with regard to his prior salary. For
greater certainty a severance period shall not include any period for
which payment was made in a lump sum even if such period was the
measuring factor.
1.05 "Change in Control" shall have the meaning described in Article 7.
1.06 "Committee" means the Compensation Committee of Moore Corporation, as
the same shall be constituted from time to time.
1.07 "Company" means Moore Corporation and any wholly owned subsidiary and
any other subsidiary
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designated by the Committee as long as such subsidiary remains a
subsidiary of Moore Corporation.
1.08 "Disability" means disability as defined under the Moore Long Term
Disability Plan in which the Executive is then participating. Where the
Executive is not a member of the Moore Long Term Disability Plan,
Disability shall be as defined under the Moore Long Term Disability
Plan.
1.09 "Executive" means an executive of the Company designated by the Board
as a member of the Plan.
1.10 "Moore Corporation" means Moore Corporation Limited.
1.11 "Pensionable Earnings" means the amount of base earnings received by
the Executive plus bonuses earned under the Company's short term
incentive program (MBO). For purposes of this Plan annual bonuses shall
be included in Pensionable Earnings in the months in which they are
paid.
1.12 "Plan" means the "Supplemental Executive Retirement Plan - B for
Designated Executives of Moore Corporation Limited and Subsidiary
Companies" organized and administered in accordance with the terms of
this document as amended from time to time.
1.13 "Service" means the period of employment after January 1, 2001 during
which the Executive was a designated member of the Plan.
1.14 "Spouse" means the person who, at the Executive's Retirement Date, is
the person eligible (other than as a result of a waiver of Spousal
benefits) to receive any benefits payable under the Moore Life
Insurance Plan then or last participated in to a spouse upon the death
of the Executive, provided that in the event of any dispute as to the
status of any person as a spouse, the determination of the Committee as
to such status shall be final and binding upon all persons claiming a
payment under this Plan.
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ARTICLE 2 - ELIGIBILITY FOR BENEFITS AND VESTING
2.01 Subject to Article 8, benefits under this Plan shall be payable only if
the Executive has enrolled in the Moore Savings Plan and contributed
the maximum amount allowed by law or other Plan restrictions, and has
fulfilled all other conditions of this Plan. The Executive will vest at
25% per year of Service and be fully vested if he has completed four
(4) years of Service at his date of Cessation of Employment. For
further clarity, no benefit shall be provided under this Plan to the
Executive whose employment with the Company is terminated prior to
becoming vested. Notwithstanding the above, the Executive shall be
eligible for benefits on a Change in Control irrespective of actual
Service.
ARTICLE 3 - BENEFIT FORMULA
3.01 The benefit payable upon Cessation of Employment shall be equal to:
(a) For Service after January 1, 2001, the accumulated sum of 6% of
the executive's annual Pensionable Earnings that are in excess
of the maximum annual savings plan earnings allowed by law
under US Code Section 401(a)(17).
(b) Interest will be credited to each executive's account on
December 31 of each year, such rate being the prime interest
rate at July 1 of each year.
ARTICLE 4 - PAYMENT UPON CESSATION OF EMPLOYMENT
4.01 LUMP SUM PAYMENT
The vested benefit amount determined under Article 3 shall be payable
in a lump sum as soon as practical following Cessation of Employment.
ARTICLE 5 - DEATH BENEFITS
5.01 DEATH BENEFITS PRIOR TO RETIREMENT DATE
On the death of the Executive while in active employment with the
Company prior to his Cessation of Employment there shall be paid to his
Beneficiary, or if none, to his estate, a lump sum as described in
Article 4.01. For greater certainty, no death benefit shall be payable
if the Executive is not vested as defined in Article 2.01.
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ARTICLE 6 - DISABILITY
6.01 In the event of the Disability of the Executive, for purposes of this
Plan:
(a) The Benefit described in Article 3.01 shall continue to accrue
during the period of the Disability but not beyond attainment
of age 65; and
(b) Pensionable Earnings shall be deemed to continue at the
annualized base salary rate in effect immediately prior to his
period of Disability.
ARTICLE 7 - CHANGE IN CONTROL
7.01 A "Change in Control" shall mean any of the following:
(a) the acquisition of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the United States
Securities Exchange Act of 1934), in the aggregate, of
securities of Moore Corporation representing thirty percent
(30%) or more of the total combined voting power of Moore
Corporation's then issued and outstanding voting securities by
any person or entity or group of associated persons or entities
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
United States Securities Exchange Act of 1934) acting in
concert as of the date of this Plan (other than Moore
Corporation's subsidiaries or any employee benefit plan of
either) (a "Person"); or
(b) the merger or consolidation of Moore Corporation with any
Person other than
(i) a merger or consolidation which would result in the
voting securities of Moore Corporation outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted
into voting securities of the surviving entity) fifty
percent (50%) or more of the combined voting power of
the voting securities of Moore Corporation or such
surviving entity outstanding immediately after such
merger or consolidation; or
(ii) a merger or consolidation effected to implement a
recapitalization of Moore Corporation (or similar
transaction) in which no Person is or becomes the
beneficial owner, directly or indirectly (as determined
under Rule 13d-3 promulgated under the United States
Securities Exchange Act of 1934), of securities
representing more than the amounts set forth in
paragraph (a) above; or
(c) the approval by the shareholders of Moore Corporation of any
plan or proposal for the complete liquidation or dissolution of
Moore Corporation or for the sale of all or
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substantially all of the assets of Moore Corporation (other
than the sale of all or substantially all of the assets of
Moore Corporation to a person or persons who beneficially own,
directly or indirectly, at least fifty percent (50%) or more of
the combined voting power of the voting securities of Moore
Corporation at the time of the sale); or
(d) during any period of not more than twenty-four (24) consecutive
months, individuals who at the beginning of such period
constitute the Board of Directors of Moore Corporation and any
new director (other than a director designated by a person who
has entered into Plan with Moore Corporation to effect a
transaction described in paragraphs (a), (b), or (c) of this
Section 9.01) whose election by the Board of Directors of Moore
Corporation or nomination for election by Moore Corporation's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof.
9.02 If a Change in Control occurs, then, any accrued benefit will be
payable to the executive whether or not he has satisfied the vesting
requirement in Article 2.
ARTICLE 8 - FORFEITURE OF BENEFITS
8.01 FORFEITURE OF BENEFITS
Notwithstanding any other provision of this Plan, future payment of any
benefit hereunder to the Executive will be discontinued and forfeited,
and Moore Corporation will have no further obligation hereunder to the
Executive if any of the following circumstances occur:
(a) The Executive is discharged from employment with the Company
for cause. Where the Executive has a written employment
contract, cause shall be as defined in the employment
contract. Where the Executive does not have a written
employment contract, Cause shall be as defined herein; or
(b) the Executive performs acts which would be Cause (as defined
herein) prior to Cessation of Employment, and such acts are
discovered by the Company at any time prior to the date of
death of the Executive; or
(c) the Executive enters into Competition with the Company
following Cessation of Employment. For the purposes of this
paragraph Competition is defined in Section 10.02.
If the circumstance is (b) or (c) above, then in addition the Executive
or his Beneficiary, respectively, shall promptly re-imburse the company
for any amounts previously received by the executive or his
beneficiary, as the case may be.
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The Committee shall have sole and unrestricted discretion with respect
to the application of the provisions of this Section 8.01 and such
exercise of discretion shall be conclusive and binding upon the
Executive and all other persons.
8.02 COMPETITION
(a) "Competition" shall mean:
(i) participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee,
director, joint venturer, investor, lender, consultant
or in any capacity whatsoever within the United States
of America, Canada, or in any country where the Company
does business in a business in competition with any
business conducted by the Company provided, however,
that such participation shall not include any activity
engaged in with the prior written approval of the chief
executive officer of Moore Corporation; or
(ii) recruiting, soliciting or inducing, directly or
indirectly, any non-clerical employee or employees of
the Company to terminate their employment or otherwise
cease their relationship with, the Company or hiring,
retaining, or assisting another person or entity to
hire or retain any non-clerical employee of the Company
or any person who within six months before had been a
non-clerical employee of the Company. Notwithstanding
the foregoing, if requested by an entity with which the
Executive is not affiliated, the Executive may serve as
a reference for any person who at the time of the
request is not an employee of the Company.
(b) If any restriction set forth with regard to Competition is
found by any court of competent jurisdiction, or an arbitrator,
to be unenforceable because it extends for too long a period of
time or over too great a range of activities or over too broad
a geographic area, it shall be interpreted to extend over the
maximum period of time, range of activities or geographic area
as to which it may be enforceable.
ARTICLE 9 - SOURCE OF BENEFITS
9.01 FUNDING
(a) Benefits under this Plan shall not be funded or otherwise
secured nor shall assets or monies be segregated or set aside
to pay benefits hereunder, but the same shall be payable by
Moore Corporation out of its general assets as and when they
become due as provided herein. The Executive's interest in his
benefits under this Plan, and the interest of his
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surviving Spouse, Beneficiary or estate, shall not be
greater than that of a general unsecured creditor of Moore
Corporation. Nothing contained in this Plan or relating thereto
shall constitute a guarantee by Moore Corporation or any other
person that the assets of Moore Corporation will be sufficient
to pay any benefit hereunder
(b) Any dispute or controversy arising under or in connection with
Moore Corporation's obligation to this Plan (other than as a
result of a dispute under Section 8 hereof) shall be settled
exclusively by arbitration, conducted before a single
arbitrator in Stamford Connecticut, or such other jurisdiction
as may be mutually agreed on by the Executive and Moore
Corporation, in accordance with the rules of the American
Arbitration Association then in effect, and judgment may be
entered on the arbitrator's award in any court having
jurisdiction. The determination of the arbitrator shall be
final and binding. In the event of such an arbitration, Moore
Corporation shall bear the costs of the American Arbitration
Association and the arbitrator and, if the Executive's
assertion is not frivolous or brought in bad faith as
determined by the arbitrator, the Executive's reasonable legal
fees and disbursements incurred in connection with such
arbitration. This provision shall not apply with regard to any
other dispute, including a dispute as to whether or not Moore
Corporation was entitled to forfeit a Executive's benefit under
Section 8 hereof.
ARTICLE 10 - AMENDMENT, SUSPENSION AND TERMINATION
10.01 AMENDMENT AND SUSPENSION
The Board may at any time or from time to time amend this Plan in any
respect or suspend this Plan without restriction and without consent of
the Executive or surviving Spouse or Beneficiary; provided that:
(a) subject to Article 2 and Article 8, no such amendment or
suspension shall reduce the accrued benefits hereunder of the
Executive;
(b) upon the Cessation of Employment after the effective date of
this Plan's suspension, if the Executive is vested based on
Service up to his Cessation of Employment, then the Executive
shall be entitled to receive benefits hereunder, where such
benefits are based on his Service and Earnings, as of the date
of the suspension of the Plan;
(c) upon the Cessation of Employment after the effective date of
this Plan's suspension, if the Executive is not vested based on
Service up to his Cessation of Employment, then the Executive
shall not be entitled to receive benefits hereunder.
10.02 TERMINATION
The Board may at any time terminate this Plan without restriction and
without consent of the Executive or Surviving Spouse or Beneficiary.
Upon the termination of the Plan the Executive
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shall be vested irrespective of his Service and subject to Article 8
shall be entitled to receive benefits hereunder, where such
benefits shall be based on his Service and as of the date of
termination of the Plan. Upon the termination of the Plan each member
is to receive a lump sum value of his benefit.
ARTICLE 11 - MISCELLANEOUS PROVISIONS
11.01 ADMINISTRATION
The general administration of this Plan shall be the responsibility of
the Committee which is hereby authorized, in its sole
discretion, to delegate said responsibilities to any person or
administrative committee. The Committee may also grant additional
benefits under this Plan as it may deem appropriate in its sole
discretion. All determinations of the Committee including, but not
limited to
(i) the determination of the Executive's Service, and Earnings and
(ii) computations of benefit amounts
made by the Committee in its sole discretion, based on the Plan
document shall be final, conclusive and binding upon the Executive,
surviving Spouse, Beneficiary and other persons, except to the extent
that a determination of the Committee is found by a court of competent
jurisdiction to be arbitrary and capricious.
11.02 NO GUARANTEE OF EMPLOYMENT
It is understood and agreed by the parties hereto that this Plan does
not itself constitute a contract of employment and shall not be deemed
to restrict in any way the rights of the Company or the Executive with
respect to termination of employment. Nothing in this Plan shall
prevent the Company from dismissing the Executive from its employ, with
or without cause, subject to such rights, if any, as may thereupon
accrue to the Executive hereunder. Nothing in this Plan shall be deemed
to limit or expand any right or obligation which the Executive,
surviving Spouse, Beneficiary or estate may have under the terms and
conditions of the Basic Plan.
11.03 NON-ALIENATION OF BENEFITS
No benefit payable hereunder may be assigned, pledged, mortgaged or
hypothecated and, except to the extent required by applicable law, no
such benefit shall be subject to legal process or attachment for the
payment of any claims of a creditor of the Executive or surviving
Spouse.
11.04 PAYMENT TO REPRESENTATIVES
If an individual entitled to receive any benefits hereunder is
determined by the Committee or is
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adjudged to be legally incapable of giving valid receipt and discharge
for such benefits, they shall be paid to the duly appointed and acting
guardian, if any, and if no such guardian is appointed and acting, to
such persons as the Committee may designate. Such payment shall, to the
extent made, be deemed a complete discharge of the obligation to make
such payments under this Plan.
11.05 TIMING OF PAYMENTS
If the Committee is unable to make the determination required under
this Plan in sufficient time for payments to be made when due, the
Committee shall arrange to have the payments made upon the completion
of such determinations, with interest at a reasonable rate from the due
date and may, at its option, make provisional payments, subject to
adjustment, pending such determinations.
11.06 CLAIMS PROCEDURE
Any claim by an Executive or other payee with respect to eligibility,
participation, benefit or other aspects of the operation of the Plan
shall be made in writing to the Committee. If the Committee believes
that the claim should be denied, it shall notify the claimant in
writing of the denial of the claim within 90 days after its receipt
thereof (this period may be extended an additional 90 days in special
circumstances). Such notice shall
(a) set forth the specific reason or reasons for the denial, making
reference to the pertinent provisions of the Plan or of Plan
documents on which the denial is based,
(c) describe any additional material or information necessary to
perfect the claim, and explain why such material or
information, if any, is necessary, and
(d) inform the Executive or other payee making the claim of his
right pursuant to this Section 11.07 to request review of the
decision of the Committee.
Any such person may appeal the denial of a claim to the Committee by
submitting a written request for review to the Committee within 60 days
after the day on which such denial is received. Such period may be
extended by the Committee for good cause shown. The person making the
request for review or his duly authorized representative may discuss
any issues relevant to the claim, may review pertinent documents and
may submit issues and comments in writing. If the Committee deems it
appropriate, it may hold a hearing as to a claim. If a hearing is held,
the claimant shall be entitled to be represented by counsel. The
Committee shall decide whether or not to grant the claim within 60 days
after receipt of the request for review, but this period may be
extended by the Committee for up to an additional 60 days in special
circumstances (the claimant shall be notified of the delay). The
decision of the Committee shall be in writing, shall include specific
reasons for the decision and shall refer to pertinent provisions of the
Plan or of Plan documents on which the decision is based. Any claim not
decided upon in the required time period shall be deemed denied.
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All interpretations, determinations and decisions of the Committee with
respect to any claim shall be made in its sole discretion based on the
Plan documents and shall be final and conclusive.
11.07 GOVERNING LAW
This Plan shall be governed by and interpreted in accordance with the
laws of the State of Connecticut and the laws of the United States.
11.08 GENDER AND NUMBER
The masculine pronoun wherever used herein shall include the feminine,
and vice versa. Wherever any words are used herein in the singular,
they shall be construed as though they were also used in the plural
wherever the context so requires.
11.09 TITLES AND HEADINGS
The titles to Articles and headings of Sections of the Plan are for
convenience of reference and in case of any conflict the text of the
Plan, rather than such titles and headings, shall control.
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