EXHIBIT 10.10 (D)
ROBERT STANZIONE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
DEFINITIONS
1.01 Actuarial Equivalent
A benefit of equivalent actuarial present value when computed using the UP-94
Mortality Table and an interest rate equivalent to the 30-year Treasury rate
proscribed by the IRS pursuant to Internal Revenue Code Section 417 (e) (3), but
not to be lower than 6% or higher than 7%.
1.02 Board
The Board of Directors of the Corporation.
1.03 Committee
The Compensation Committee of the Board, or any successor committee.
1.05 Continuous Service
Continuous Service shall be determined by multiplying by three the period of
Participant's employment with the Corporation, its subsidiaries and affiliates,
including Arris Interactive, and the Severance Period provided by his Employment
Agreement. Participant's employment began on October 16, 1995.
1.05 Corporation
Arris Group, Inc., and its successors and assigns.
1.06 Early Retirement Date
The Participant's fifty-fifth (55th) birthday.
1.07 Effective Date
August 6, 2001.
1.08 Employment Agreement
The Amended and Restated Employment Agreement between Participant and
Corporation effective August 6, 2001. All defined terms from the Employment
Agreement not defined in this Plan shall have the same meaning in this Plan as
in the Employment Agreement.
1.09 Final Average Compensation
One-twelfth (1/12th) of Participant's annual salary at the time of Termination
of Service plus one twelfth (1/12th) of Participant's typical annual bonus at
the time of Termination of Service. Participant's typical annual bonus at the
time of Termination of Service shall be the annual average of the three highest
full year bonuses received by Participant for the five full years (or such
lesser number of years) after 2001 preceding the time of Termination of Service.
To the extent that the full years falling within this period are less than
three, then Participant's typical annual bonus shall be computed by averaging
such full year bonuses, if any, falling within this period with 100% of
Participant's annual salary at the time of Termination of Service times the
number of years necessary to bring the number of years being considered to
three. ( Examples: if Participant's Termination of Service should occur prior to
December 31, 2002, his typical annual bonus would be 100% of his then annual
salary; if his Termination of Service should occur during the year 2003, his
typical annual bonus would be the average of the bonus he received for 2002 and
twice 100% of his then annual salary.)
1.10 Participant
Robert Stanzione
1.11 Normal Retirement Date
The Participant's sixty-second (62nd ) birthday.
1.12 Other Retirement Programs
See Appendix A.
1.13 Plan
The Robert Stanzione Supplemental Executive Retirement Plan.
19 Severance Period
The three-year period under the Employment Agreement during which Participant is
entitled to receive severance benefits. If Participant is not entitled to
receive such benefits then the Severance Period is zero.
1.15 Surviving Spouse
The person to whom Participant is married at the time of his death or election
to receive a Joint and Survivor Annuity if Participant was married to that
person for at least twelve (12) months prior to his Termination of Service. If
that person is not Participant's Spouse at the Effective Date of this Plan,
appropriate adjustments shall be made by the Committee to the table Appendix C
to reflect any difference between the ages of Participant's current spouse and
Participant's Surviving Spouse.
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1.16 Termination of Service
Participant's separation from the active employment of the Corporation, its
subsidiaries and affiliates, whether by resignation, discharge, death,
disability, retirement or otherwise.
ARTICLE II
BENEFITS TO PARTICIPANT
2.01 Eligibility for Benefits
No benefits will be payable pursuant to the Plan if the Corporation terminates
the Employment Agreement pursuant to Section 5(a) (i) or (ii) of that agreement
or if Participant dies before his Early Retirement Date. Otherwise, Participant
will be eligible for benefits upon Termination of Service as provide below.
2.02 Normal Retirement Benefits
Upon Termination of Service on his Normal Retirement Date, Participant shall
receive a Normal Retirement Benefit payable as a monthly, single life annuity
equal to
the smaller of
(a) the Life Annuity provided by the ANTEC Corporation Pension Plan and
the ANTEC Corporation Supplemental Retirement Plan, (i) assuming
continued participation in those plans as in existence at December 31,
2000, (ii) substituting Final Average Compensation and Continuous
Service as defined in this Plan for the definitions of these terms in
those plans, and (iii) determining the benefit without regard to the 30
year limit on Continuous Service in those plans; or
(b) 50% of Participant's Final Average Compensation;
less, in either case, the benefits payable to Participant from the
Other Retirement Programs, including the benefits that would have been payable
to him if he had not elected to accept other benefits in lieu of the benefits
provided by the Other Retirement Programs (expressed as Actuarial Equivalent
monthly benefits payable as single life annuities commencing on the first day of
the month coincident with or next following his Normal Retirement Date).
Benefit payments shall commence on the first day of the month
coincident with or next following the Participant's Normal Retirement
Date. Participant may delay the commencement of Benefit payments, but
such delay shall not affect the amount of Participant's Normal
Retirement Benefit.
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2.03 Late Retirement Benefits
If Participant incurs a Termination of Service after his Normal Retirement Date,
he shall receive a Late Retirement Benefit equal to his Normal Retirement
Benefit, calculated as of his Normal Retirement Date in accordance with Section
2.02 without regard to changes in benefits payable from Other Retirement
Programs. Benefit payments shall commence on the first day of the month
coincident with or next following Participant's Termination of Service.
2.04 Early Retirement Benefits
If Participant terminates the Employment Agreement with Good Reason prior to his
Normal Retirement Date or incurs a Termination of Service after his Early
Retirement Date, but prior to his Normal Retirement Date not due to the
termination by the Corporation of the Employment Agreement pursuant to Section
5(a) (i) or (ii) of that agreement, Participant shall receive a benefit,
calculated in accordance with Section 2.02, commencing on the first day of the
month coincident with or next following his Normal Retirement Date or, if later,
the conclusion of the Severance Period if there is such a period. Alternately
Participant may elect to receive a reduced monthly benefit commencing on the
first day of any month following the conclusion of the Severance Period under
the Employment Agreement or if there is no such period, the Termination of
Service.
The reduced benefit shall be determined applying the appropriate early
retirement factor from the Appendix B to a monthly, single life annuity equal to
the smaller of
(a) the Life Annuity provided by the ANTEC Corporation Pension
Plan and the ANTEC Corporation Supplemental Retirement Plan,
(i) assuming continued participation in those plans as in
existence at December 31, 2000, (ii) substituting Final
Average Compensation and Continuous Service as defined in this
Plan for the definitions of these terms in those plans, and
(iii) determining the benefit without regard to the 30 year
limit on Continuous Service in those plans; or
(b) 50% of Participant's Final Average Compensation;
less, in either case, the benefits payable to Participant from the Other
Retirement Programs, including the benefits that would have been payable to him
if he had not elected to accept other benefits in lieu of the benefits provided
by the Other Retirement Programs (expressed as Actuarial Equivalent monthly
benefits payable as single life annuities commencing on the first day of the
month coincident with or next following the end of the Severance Period or if
there is no such period, the Termination of Service).
In the event Termination of Service is by Participant for Good Reason as defined
in clause (iii) of Section 5 (b) of the Employment Agreement, the benefit
pursuant to this Section 2.04 shall not be lower than $33,333, less the benefits
payable to Participant from the Other Retirement Programs, including the
benefits that would have been payable to him if he had not elected to accept
other benefits in lieu of the benefits provided by the Other Retirement Programs
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(expressed as Actuarial Equivalent monthly benefits payable as single life
annuities commencing on the first day of the month coincident with or next
following the end of the Severance Period or if there is no such period, the
Termination of Service).
2.05 Joint and Survivor Annuities
In lieu of a single life annuity, Participant may elect, at any time during the
ninety day period ending on the date benefit payments commence, to receive a
reduced benefit payable during his lifetime with 50%, 66-2/3%, 75% or 100% of
such reduced amount automatically continuing to his Surviving Spouse (a 50%,
66-2/3%, 75% or 100% Joint and Survivor Annuity) upon his death. The reductions
to Participant's single life benefit shall be made in accordance with the
appropriate annuity factor from Appendix C.
2.06 Death Benefits
If Participant, while eligible for benefits under this Plan, dies after his
Early Retirement Date but before he has commenced receiving his benefits from
the Plan, death benefits shall be distributed in the form of monthly payments to
his Surviving Spouse, continuing for her lifetime. Payment of such benefits
shall commence on the first day of the month coincident with or next following
the date of his death. The monthly benefit to which the Surviving Spouse shall
be entitled shall be the Actuarial Equivalent of the benefits to which the
Participant would have been entitled if he had retired on the day prior to his
death.
If Participant dies prior to his Early Retirement Date or does not have a
Surviving Spouse, no benefits shall be payable under the Plan.
2.07 Lump Sum Settlement
In lieu of the benefits to which Participant or Surviving Spouse would otherwise
be entitled under the foregoing provisions of this Article II, the Participant
or Surviving Spouse may elect to receive an Actuarial Equivalent lump sum
payment, subject to the following:
(a) Participant's election of a lump sum payment must be filed
with the Committee (i) at least one year prior to the date of
the Participant's Termination of Service, (ii) in the case of
a Termination of Service by Corporation without Good Cause,
within 15 days of notice of such termination being received,
or (iii) in the case of Termination of Service by Participant
with Good Reason, prior to the earlier of the notice of breach
or notice of such termination being given.
(b) A lump sum payment elected by Participant under paragraph (a)
above shall be paid to him as soon as practicable after his
Termination of Service, but in no event less than 45 days
after Termination of Service.
(c) If Participant dies prior to his Termination of Service, any
election filed by the Participant under this Section 2.07
shall be void unless there is a Surviving Spouse. If there is
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a Surviving Spouse, an election filed by Participant in
accordance with this Section 2.07 shall be effective. A
Participant's Surviving Spouse may request the Corporation to
permit the withdrawal of such election; provided, however,
that no such election shall be withdrawn without the
authorization of the Committee, in its sole discretion.
(d) Any election or request by Participant or Surviving Spouse
under this Section 2.07 shall be in writing, in such form as
the Committee may require, and, once filed with the Committee,
may be withdrawn only by a written notice of withdrawal filed
with the Committee within the time limits for making an
election provided above.
ARTICLE III
ADMINISTRATION
3.01 Duties of the Committee
The Committee shall have full responsibility for the management, operation,
interpretation and administration of the Plan in accordance with its terms, and
shall have such authority as is necessary or appropriate in carrying out its
responsibilities.
3.02 Liabilities of the Committee
Neither the Committee nor its individual members shall be deemed to be a
fiduciary with respect to this Plan, nor shall any of the foregoing individuals
or entities be liable to any Participant, former Participant, beneficiary or
other interested party in connection with the management, operation,
interpretation or administration of the Plan, any such liability being solely of
the Corporation.
3.03 Expenses
Any expenses incurred in the management, operation, interpretation or
administration of the Plan shall be paid by the Corporation. In no event shall
the benefits otherwise payable under this Plan be reduced to offset the expenses
incurred in managing, operating, interpreting or administering the Plan.
3.04 Unfunded Character of the Plan
The Plan shall be unfunded. Neither the Corporation nor the 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 a
trustee of any amounts to be paid under the Plan. Any liability of the
Corporation 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,
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and shall give rise only to a claim against the general assets of the
Corporation. No such liability shall be deemed to be secured by any pledge or
any encumbrance on any specific property of the Corporation.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01 Operation as Unfunded Supplemental Executive Retirement Plan
The Plan is intended to be a deferred compensation plan as contemplated by
Section 3(2) of ERISA for the purpose of providing supplemental retirement
benefits to selected members of management. The Plan is not intended to comply
with the qualification requirements of the Internal Revenue Code of 1986. The
plan shall be administered and construed so as to effectuate this intent.
4.02 Construction of Language
Wherever appropriate in the Plan, words used in the singular may be read in the
plural, words in the plural may be read in the singular, and words importing the
masculine gender shall be deemed equally to refer to the feminine and the
neuter. Any reference to any Article or Section shall be to an Article or
Section of this Plan, unless otherwise indicated.
4.03 No Assignment of Benefits
Neither the Participant, a Surviving Spouse nor any beneficiary of either may
assign (other than by will or the laws of inheritance) any rights they may have
to benefits under this Plan.
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APPENDIX A
OTHER RETIREMENT PROGRAMS
ANTEC Corporation Pension Plan
ANTEC Corporation Supplemental Retirement Benefits Plan as modified by the
Employment Agreement (but only in the case Participant and his spouse have not
waived to the satisfaction of the Committee all interest in any benefits under
that plan)
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APPENDIX B
SCHEDULE OF EARLY RETIREMENT FACTORS
EARLY
RETIREMENT
AGE AT START OF PAYMENTS FACTOR
----------------------- ----------
55 0.47285
56 0.52327
57 0.58002
58 0.64408
59 0.71660
60 0.79895
61 0.89277
62 1.00000
63 1.00000
64 1.00000
65 1.00000
Above factors will be pro-rated for fraction years.
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APPENDIX C
SCHEDULE OF JOINT AND SURVIVOR ANNUITY FACTORS
50% 66.66% 75% 100%
- ----------------------------------------------------------------------------------------
AGE AT START JOINT & JOINT & JOINT & JOINT &
OF PAYMENTS SURVIVOR SURVIVOR SURVIVOR SURVIVOR
------------ -------- -------- -------- --------
m
55 94.1% 92.3% 91.4% 88.8%
56 93.8% 91.9% 90.9% 88.3%
57 93.4% 91.4% 90.5% 87.7%
58 93.1% 91.0% 90.0% 87.1%
59 92.7% 90.6% 89.5% 86.5%
60 92.4% 90.1% 89.0% 85.8%
61 92.0% 89.6% 88.5% 85.2%
62 91.6% 89.1% 87.9% 84.5%
63 91.2% 88.7% 87.4% 83.9%
64 90.9% 88.2% 86.9% 83.2%
65 90.5% 87.7% 86.4% 82.6%
BASED ON:
- 7.50% discount rate
- UP1994 mortality (sex-distinct)
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