EXHIBIT (10q)
AMENDMENT AND RESTATEMENT
of the
RUSSELL CORPORATION
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
THIS AMENDMENT AND RESTATEMENT, made and entered into this 24th day
of January, 1996, by RUSSELL CORPORATION, an Alabama corporation (the
"Company").
WITNESSETH:
WHEREAS, the Company maintains the Russell Corporation Supplemental
Retirement Benefit Plan (the "Plan");
WHEREAS, the Company desires to amend and restate the Plan in certain
respects;
NOW, THEREFORE, the Company does hereby amend and restate the Plan
effective January 1, 1996, as follows:
1. Definitions. Each of the following words and phrases as used
herein shall have the meaning set forth in this Section 1. Any term which is not
defined in this Section 1 but which is used in the Plan and which is defined in
the Pension Plan, as the same may be from time to time amended, shall have the
meaning set forth therein. Where necessary or appropriate to the meaning hereof,
the masculine pronoun shall be deemed to include the feminine, the singular to
include the plural, and the plural to include the singular.
(a) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Reference to any provision of the Code shall include such
provision and any comparable provision or provisions of any legislation
that amends or supersedes such provision.
(b) "Administrative Committee" means the Administrative Committee, as
constituted from time to time, serving pursuant to the Pension Plan.
(c) "Employer" means Russell Corporation and each other entity that
adopts the Plan as provided in Section 4 hereof.
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(d) "ERISA' means the Employee Retirement Income Security Act of 1974.
(e) "Limitations" means (i) the limitation imposed by Section
401(a)(17) of the Code on compensation that may be taken into account for
purposes of determining benefits under a defined benefit pension plan
qualified under Section 401(a) of the Code, (ii) the limitation imposed by
Section 415 of the Code on benefits payable from a defined benefit pension
plan qualified under Section 401(a) of the Code; and (iii) the exclusion
from "Earnings" (as defined in the Pension Plan) of all payments to
executive officers under the Short Term Incentive Plan of the Employer and
any successor thereto.
(f) A "Participant" under this Plan means a participant in the
Retirement Plan who has been designated as a Participant in the Plan by the
Employer, who has been notified by the Administrative Committee that he is
covered under this Plan, and whose compensation under the Pension Plan, is
limited by application of either or both of the Limitations. A Participant
under this Plan shall be deemed to be covered from the date of such notice.
(g) "Pension Plan" means the Russell Corporation Revised Pension Plan,
as the same may be from time to time amended.
(h) "Plan" means this Supplemental Retirement Benefit Plan.
(i) "Supplemental Retirement Benefit" means a benefit provided under
the Plan to a Participant (or his Beneficiary) pursuant to Section 3
hereof.
2. Purpose. The Plan is intended to be a plan for providing deferred
compensation to a select group of management or highly compensated employees
under Section 201(2) of ERISA, and any regulations issued thereunder, and to
provide for the payment of Supplemental Retirement Benefits to Participants. The
Plan also is intended to be "unfunded" within the meaning of Section 4(b)(5) of
ERISA, and any regulations issued thereunder. Thus, Supplemental Retirement
Benefits will not, and may not, be funded in any respect, and the payment
thereof shall be made at the appropriate time or times from the general assets
of the Participant's Employer or Employers. Should any provision of the Plan be
inconsistent with the Code or any regulations issued thereunder, or with any
provision of law, regulation, ruling or decision governing the status of the
Plan or the Pension Plan, the Company shall take whatever steps are necessary to
conform it to the applicable authority.
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3. Supplemental Retirement Benefits. Supplemental Retirement Benefits
shall be payable to, or with respect to, a Participant on the condition, and in
the amount and form, hereinafter provided.
(a) If a Participant is entitled to a benefit under the Pension Plan,
he shall be entitled to the Supplemental Retirement Benefit equal to (i)
the aggregate amount of his benefits under the Pension Plan that would have
been payable without regard to the Limitations, reduced by (ii) the
aggregate amount of the benefits to which he is entitled under the Pension
Plan after application of the Limitations.
(b) If a Participant who has become entitled to a benefit under the
Pension Plan dies before commencing to receive payment of any such benefit
or benefits, the Participant's Beneficiary shall be entitled to a
Supplemental Retirement Benefit equal to (i) the aggregate amount of the
death benefit which the Beneficiary is entitled to receive under the
Pension Plan that would have been payable without regard to the
Limitations, reduced by (ii) the amount of the death benefit which the
Beneficiary is entitled to receive under the Pension Plan after application
of the Limitations.
(c) If a Participant shall die after commencing to receive payment of
his Supplemental Retirement Benefit hereunder, such Participant's
Beneficiary shall be entitled to receive such payments, if any, as are to
be made under the form of benefit in which such Supplemental Retirement
Benefit was being paid, but no additional Supplemental Retirement Benefit
shall be paid hereunder by reason of such Participant's death.
(d) The payment of a benefit to which a Participant or Beneficiary
shall be entitled under this Plan shall be made in such manner as is
permitted under the Pension Plan and shall be subject to the same
conditions as are applicable to benefits under the Pension Plan.
4. Adoption By Employing Companies. Any Employer other than the
Company many adopt the Plan and become an Employer hereunder by executing and
delivering to the Company a written instrument providing for such adoptions.
5. Administration. All matters pertaining to Supplemental Retirement
Benefit payments, options and elections hereunder shall be administered by the
Administrative Committee, which shall have the sole authority to interpret and
act on behalf of the Employers hereunder.
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6. Amendment or Termination. The Plan may be amended or terminated at
any time by the Company with respect to any or all Participants by written
instrument executed by an Officer of the Company thereunto duly authorized by
the Board. In the event the Plan is terminated with respect to a Participant,
the Supplemental Retirement Benefit payable to or with respect to the
Participant shall be limited to the amount that would be payable if the
Participant ceased to be an Employee as of the date of termination of the Plan
as to him.
7. Claims Procedure.
(a) It shall not be necessary for a Participant or Beneficiary who has
become entitled to receive a benefit hereunder to file a claim for such
benefit with any person as a condition precedent to receiving a
distribution of such benefit. However, any Participant or Beneficiary who
believes that he has become entitled to a benefit hereunder in excess of
the benefit which he has received, or commenced receiving, may file a
written claim for such benefit with the Administrative Committee at any
time on or prior to the last day of the year next following the year in
which he allegedly became entitled to receive a distribution of such
benefit. Such written claim shall set forth the Participant's or
Beneficiary's name and address and a statement of the facts and a reference
to the pertinent provisions of the Plan upon which such claim is based. The
Administrative Committee shall, within ninety (90) days after such written
claim is filed, provide the claimant with written notice of its decision
with respect to such claim. If such claim is denied in whole or in part,
the Administrative Committee shall, in such written notice to the claimant,
set forth in a manner calculated to be understood by the claimant the
specific reason or reasons for denial; specific references to pertinent
provisions of the Plan upon which the denial is based; a description of any
additional material or information necessary for the claimant to perfect
his claim and an explanation of why such material or information is
necessary; and an explanation of the provision for review of claims set
forth in this Section 7.
(b) A Participant or Beneficiary who has filed a written claim for
benefits with the Administrative Committee which has been denied may appeal
such denial to the Administrative Committee and receive a full and fair
review of his claim by filing with the Administrative Committee a written
application for review at any time within sixty (60) days after receipt
from the Administrative Committee of the written notice of denial of his
claim provided for in paragraph (a) above. A Participant or Beneficiary who
submits a timely written application for review, shall be entitled to
review any and all documents pertinent to his claim and may submit issues
and comments to the Administrative Committee in writing. Not later than
sixty (60) days after receipt of a written application for review, the
Administrative Committee shall give the claimant written notice of its
decision on review, which written notice shall set forth in a manner
calculated to be understood by the claimant specific reason for its
decision and specific
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references to the pertinent provision of the Plan upon which the decision
is based.
(c) Any act permitted or required to be taken by a Participant or
Beneficiary by this Section 7 may be taken for and on behalf of such
Participant or Beneficiary by such Participant's or Beneficiary duly
authorized representative, unless otherwise provided herein.
Any claim, notice, application or other writing permitted or required
to be filed with or given to a party by this Section 7 shall be deemed to have
been filed or given when deposited in the U.S. Mail, postage prepaid, and
properly addressed to the party to whom it is to be given or with whom it is to
be filed. Any such claim, notice, application, or other writing deemed filed or
given pursuant to the next foregoing sentence shall, in the absence of clear and
convincing evidence to the contrary, be deemed to have been received on the
fifth business day following the date upon which it was filed or given. Any such
claim, notice, application or other writing directed to the Administrative
Committee shall be deemed properly addressed if addressed as follows:
Administrative Committee
Russell Corporation
Supplemental Retirement Benefit Plan
c/o Russell Corporation
Alexander City, Alabama 35010
Any such notice, application, or other writing directed to a Participant or
Beneficiary shall be deem properly addressed if directed to the address set
forth in the written claim filed by such Participant or Beneficiary.
8. Governing Law. Except as provided under federal law, the provision
of the Plan shall be governed by and construed in accordance with the laws of
the State of Alabama.
9. Non-Alienation of Benefits. Except as provided by law, no
Supplemental Retirement Benefit shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, garnishment, encumbrance or
charge by a Participant or his Beneficiary or anyone claiming under or through
either of them.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer on the date first above written.
RUSSELL CORPORATION
By: /s/ JAMES D. NABORS
--------------------------
Its: EXECUTIVE V.P. AND C.F.O.
--------------------------
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AMENDMENT
to the
RUSSELL CORPORATION
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
THIS AMENDMENT, made and entered into this 24th day of January, 1996, by
RUSSELL CORPORATION, an Alabama corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Russell Corporation Supplemental
Retirement Benefit Plan (the "Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Company does hereby amend the Plan effective January
1, 1996, as follows:
FIRST: Section 6 of the Plan is hereby amended to read as follows:
6. Amendment of Termination. Except as set forth below, the Plan
may be amended or terminated at any time by the Company with respect to any
or all Participants by written instrument executed by an officer of the
Company thereunto duly authorized by the Board. In the event the Plan is
terminated with respect to a Participant, the Supplemental Retirement
Benefit payable to or with respect to the Participant shall be limited to
the amount that would be payable if the Participant ceased to be an Employee
as of the date of termination of the Plan as to him. Notwithstanding
anything contained herein to the contrary, no amendment to the Plan may
reduce the Supplemental Retirement Benefit payable to or with respect to a
Participant below the amount that would
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be payable if the Participant ceased to be an Employee on the day prior to
the date of the amendment.
SECOND: The Plan as so amended shall continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer on the date first above written.
RUSSELL CORPORATION
By: /s/ JOHN C. ADAMS
-------------------------------
Its: CHAIRMAN, PRESIDENT AND C.E.O.
-------------------------------
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AMENDMENT NUMBER TWO
to the
RUSSELL CORPORATION
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
THIS AMENDMENT, made and entered into this 22nd day of July, 1998, by
RUSSELL CORPORATION, an Alabama corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Russell Corporation Supplemental
Retirement Benefit Plan (the "Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Company does hereby amend the Plan effective July 1,
1998, as follows:
FIRST: Section 1(f) of the Plan is hereby amended to read as follows:
(f) A "Participant" under this Plan means an employee of an
Employer who has been designated as a Participant in the Plan by the
Employer, who has been notified by the Administrative Committee that he is
covered under this Plan, and either (i) whose compensation under the Pension
Plan is limited by application of either or both of the Limitations, or (ii)
who is granted "Years of Service" or years of "Credited Service" (as such
terms are defined in the Pension Plan), or both, solely for purposes of
computing such Participant's Supplement Retirement Benefit hereunder. A
Participant under this Plan shall be deemed to be
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a Participant from the date of such notice. The designation by the Employer
and the notice from the Administrative Committee shall set forth the Years
of Service or Years of Credited Service, if any, granted to such Participant
for purposes of computing the Participant's Supplemental Retirement Benefit
hereunder (such service referred to as "Deemed Years of Service" or "Deemed
Credited Service, as the case may be).
SECOND: Section 3 of the Plan is hereby amended to read as follows:
3. Supplemental Retirement Benefits. Supplemental Retirement Benefits
shall be payable to, or with respect to, a Participant on the condition, and in
the amount and form, hereinafter provided.
(a) If a Participant is entitled to a benefit under the Pension
Plan (or would be so entitled in the event his actual Years of Service and
Credited Service, together with any Deemed Years of Service or Deemed
Credited Service granted hereunder, were taken into account thereunder), he
shall be entitled to a Supplemental Retirement Benefit equal to (i) the
aggregate amount of his benefits under the Pension Plan that would have been
payable without regard to the Limitations and by including his Deemed Years
of Service and Deemed Credited Service thereunder, reduced by (ii) the
aggregate amount of the benefits to which he is entitled under the Pension
Plan after application of the Limitations.
(b) If a Participant who has become entitled to a benefit under
the Pension Plan (or would be so entitled in the event his actual Years of
Service and Credited Service, together with any Deemed Years of Service or
Deemed Credited Service granted hereunder, were taken into account
thereunder) dies before commencing to receive payment of any such benefit
or benefits, the Participant's Beneficiary shall be entitled to a
Supplemental Retirement Benefit equal to (i) the aggregate amount of the
death benefit which the Beneficiary is entitled to receive under the Pension
Plan that would have been payable without regard to the Limitations and by
including his Deemed Years of Service and Deemed Credited Service
thereunder, reduced by (ii) the amount of the death benefit which the
Beneficiary is entitled to receive under the Pension Plan after application
of the Limitations.
(c) If a Participant shall die after commencing to receive
payment of his Supplemental Retirement Benefit hereunder, such Participant's
Beneficiary shall be
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entitled to receive such payments, if any, as are to be made under the form
of benefit in which such Supplemental Retirement Benefit was being paid, but
no additional Supplemental Retirement Benefit shall be paid hereunder by
reason of such Participant's death.
THIRD: The Plan as so amended shall continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer on the date first above written.
RUSSELL CORPORATION
By: /s/ ERIC N. HOYLE
-------------------------------
Its: EXECUTIVE VICE PRESIDENT
-------------------------------
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THIRD AMENDMENT TO THE
RUSSELL CORPORATION SUPPLEMENTAL RETIREMENT BENEFIT PLAN
THIS THIRD AMENDMENT to the Russell Corporation Supplemental Retirement
Benefit Plan (the "Plan") is made on this 28th day of December 2001, by Russell
Corporation (the "Company").
WITNESSETH:
WHEREAS, the Company maintains the Plan for the benefit of its employees;
and
WHEREAS, Section 6 of the Plan provides that the Company has the right to
amend the Plan at any time; and
WHEREAS, the Company desires to make certain changes to the Plan as set
forth herein, and the Company's Board of Directors has authorized and approved
these changes;
NOW, THEREFORE, the Plan hereby is amended as follows:
1. Effective January 1, 2002, Section 1(f) is hereby amended by deleting
said Section in its entirety and by substituting in lieu thereof the following:
(f) "Participant" means an employee who is a participant in the
Retirement Plan and either (i) whose compensation taken into account under
the Pension Plan for the plan year, when added to the amount of his
deferrals under the Russell Corporation Flexible Deferral Plan for the play
year, exceeds the dollar limit in effect under Code Section 401(a)(17) for
the plan year ($200,000 for 2002); or (ii) who has been notified by the
Administrative Committee that he is covered under this Plan, and either (A)
whose compensation under the Pension Plan is limited by application of
either or both of the Limitations, or (B) who is granted "Years of Service"
or years of "Credited Service" (as such terms are defined in the Pension
Plan), or both, solely for purposes of computing such Participant's
Supplement Retirement Benefit hereunder. A Participant under this Plan
shall be deemed to be a Participant from the date of such notice. The
designation by the Employer and the notice from the Administrative
Committee shall set forth the Years of Service or years of Credited
Service, if any, granted to such Participant for purposes of computing the
Participant's Supplemental Retirement Benefit hereunder (such service
referred to as "Deemed Years of Service" or "Deemed Credited Service," as
the case may be).
2. Effective January 1, 2001, Section 3(a) of the Plan is hereby amended by
adding thereto, immediately following the language therein, the following new
sentence:
If a Participant employed as of December 31, 2001, defers or has deferred
compensation under the Russell Corporation Flexible Deferral Plan (the "FD
Plan") for the 2000 and/or 2001 plan year, such that his compensation
calculated for the Pension Plan was reduced below the maximum limit under
Code Section 401(a)(17) ($170,000 for 2000 and 2001), the amount by which
his Pension Plan accrual for that year is or was reduced will be made up
in the Plan. Also, solely for the purpose of this make-up, participants in
the FD Plan whose compensation for a plan year has not exceeded or does
not exceed the maximum compensation limit described in this section and
who have made deferrals under the FD Plan for that plan year, will be
Participants in the Plan.
3. Except as specified herein, the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, the Company has caused a duly authorized officer to
execute this Third Amendment on the date first written above.
RUSSELL CORPORATION
By: /s/ FLOYD G. HOFFINAN
------------------------------
Title: /s/ SENIOR VICE PRESIDENT
---------------------------