EXHIBIT 10.48
AMENDMENT NUMBER FOUR TO THE
GENUINE PARTS COMPANY
SUPPLEMENTAL RETIREMENT PLAN
This Amendment to The Genuine Parts Company Supplemental Retirement
Plan is adopted by Genuine Parts Company (the "Company"), effective as of the
date set forth herein.
WITNESSETH:
WHEREAS, the Company maintains The Genuine Parts Company Supplemental
Retirement Plan (the "Plan"), and such Plan is currently in effect; and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, BE IT RESOLVED that the Plan is hereby amended as
follows:
1.
The definition of "Committee" as set forth in Section 2.01 is hereby
changed. In lieu of the Compensation and Stock Option Committee of the Board of
Directors of Genuine Parts Company, the Committee shall be defined as the
"Pension and Benefits Committee of Genuine Parts Company."
2.
Sections 5.01(a) and 5.01(b) are deleted in their entirety,
Section 5.01(c) is hereby renumbered as Section 5.01(d) and new
Sections 5.01(a), 5.01(b) and 5.01(c) are substituted in lieu thereof to read as
follows:
"5.01 Change of Control.
(a) In the event there is a Change of Control of Genuine Parts (as
defined in Section 5.01(d)), a Participant described below
shall receive an immediate lump sum payment of the
Participant's Supplemental Retirement Income in lieu of the
Supplemental Retirement Income otherwise provided under this
Plan.
(i) A Participant who terminates employment on account of
the Change of Control (as defined below) must have
attained age 55 with at least fifteen (15) years of
Credited Service for vesting purposes under the
Pension Plan on or prior to the Participant's
termination of employment of account of the Change of
Control.
Such Participant's lump sum benefit shall be computed
as described in Section 5.01(b) below.
(ii) A Participant (or his or her Beneficiary or
Contingent Annuitant if the Participant is not
living) who does not satisfy the conditions of
subparagraph (i) above but who terminated employment
prior to the Change of Control and who is receiving
or entitled to receive benefits under the Plan
following the Change in Control shall receive a lump
sum benefit computed as described in Section 5.01(c).
(iii) For purposes of this Section 5.01(a), a Participant's
employment shall be considered to have "terminated on
account of such Change of Control" if the
Participant's employment with the Employer is
terminated for any reason (e.g., resignation,
involuntary termination, disability, death, etc.)
during the five-year period beginning on the date on
which the Change in Control occurred.
(b) The lump sum payment for a Participant described in
Section 5.01(a)(i) shall be determined by computing the
present value of the Participant's monthly Supplemental
Retirement Income as of the date of the Participant's
termination of employment (calculated pursuant to the formula
set forth in Section 3.01(a)). The present value amount shall
be determined using the Applicable Interest Rate and
Applicable Mortality Table as defined in Section 4.11 of the
Pension Plan (i.e., the interest rate used to compute a lump
sum payout from the Pension Plan following a change in
control).
(c) The lump sum payment for a Participant described in
Section 5.01(a)(ii) shall be determined by computing the
present value of the remaining unpaid monthly Supplemental
Retirement Income payments under this Plan using the
Applicable Interest Rate and Applicable Mortality Table as
defined in Section 4.11 of the Pension Plan (i.e., the
interest rate used to compute a lump sum payout from the
Pension Plan following a Change of Control) and by assuming
such payments begin or continue (as the case may be)
immediately following the Change of Control."
3.
Section 6.03 is deleted in its entirety and a new Section 6.03 is substituted in
lieu thereof to read as follows:
"Section 6.03 Cost of Collection; Interest.
- 2 -
In any action taken in good faith relating to the enforcement of
benefits under this Plan or any provision herein, the Participant (or
the Beneficiary or Contingent Annuitant, as the case may be) shall be
entitled to be paid any and all costs and expenses incurred by him or
her in enforcing or establishing his or her rights under this Plan,
including, without limitation, reasonable attorneys' fees, whether suit
be brought or not, and whether or not incurred in trial, bankruptcy or
appellate proceedings, but only if Participant (or Beneficiary or
Contingent Annuitant) is successful on at least one material issue
raised in the enforcement proceeding. In addition, the Employer shall
pay to the Participant (or Beneficiary or Contingent Annuitant)
interest on all or any part of the payments that are not paid when due
at a rate equal to the Prime Rate as announced by Trust Company Bank or
its successors from time to time."
4.
This Amendment shall be effective July 1, 2001. Except as amended herein, the
Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Pension and Benefits Committee has caused this
Amendment to the Plan to be executed on the date shown below, but effective as
of the date indicated above.
PENSION AND BENEFITS COMMITTEE
By: /s/ George W Kalafut
--------------------------------------
Date: November 28, 2001
------------------------------------
Attest:
/s/ Frank M Howard
- ---------------------------
- 3 -