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EXHIBIT 10.9
THE GENUINE PARTS COMPANY
TAX-DEFERRED SAVINGS PLAN
ARTICLE 1
ESTABLISHMENT OF PLAN
1.01 Background of Plan. Genuine Parts Company hereby establishes,
effective as of January 1, 1993, a deferred compensation plan known as
The Genuine Parts Company Tax-Deferred Savings Plan. The purpose of
the Plan is to help the Company retain employees of outstanding
ability.
1.02 Status of Plan. The Plan is intended to be a nonqualified, unfunded
plan of deferred compensation under the Internal Revenue Code of 1986,
as amended. Also, because the only persons who may participate in
this Plan are members of a select group of management or highly
compensated employees, this Plan of deferred compensation is not
subject to Parts 2, 3 and 4 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974.
1.03 Establishment of Trust. The Company has established a trust to fund
benefits provided under the terms of the Plan ("Trust"). It is
intended that the transfer of assets into the Trust will not generate
taxable income (for federal income tax purposes) to the Participants
until such assets are actually distributed or otherwise made available
to the Participants.
ARTICLE 2
DEFINITIONS
Certain terms of this Plan have defined meanings which are set forth in
this Article and which shall govern unless the context in which they are
used clearly indicates that some other meaning is intended.
Account. The bookkeeping account to which Bonuses which are deferred by
a Participant shall be recorded and in which income or loss shall be
credited in accordance with the Plan.
Beneficiary. Any person or persons designated by a Participant, in
accordance with procedures established by the Committee, to receive
benefits hereunder in the event of the Participant's death. If any
Participant shall fail to designate a Beneficiary or shall designate a
Beneficiary who shall fail to survive the Participant, the Beneficiary
shall be the Participant's Beneficiary under the Genuine Partnership
Plan or any successor plan to the Genuine Partnership Plan.
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Bonus. A Participant's bonus determined in the Company's discretion and
paid as part of a Company bonus program for executives and other key
employees. The term bonus does not include extraordinary payments to a
Participant and does not include a Participant's wages or salary unless
the Executive Committee designates such payments as a Bonus for purposes
of this Plan. Any such designation must be made in advance of the
Participant earning such payment.
Committee. The Executive Committee or its designee that will administer
and interpret the terms of the Plan.
Company. Genuine Parts Company and its corporate successors.
Effective Date. January 1, 1993.
Election Form. A form substantially the same as the form attached to
this Plan as Exhibit A.
Executive Committee. The Executive Committee of the Board of Directors
of the Company.
Key Employee. Any full-time employee of the Company designated as a Key
Employee by the Executive Committee.
Participant. Any Key Employee who is participating in this Plan.
Plan. The Genuine Parts Company Tax-Deferred Savings Plan as set forth
in this document together with any subsequent amendments hereto.
Termination of Service. A Key Employee who has ceased to serve as an
employee of the Company for any reason.
ARTICLE 3
PARTICIPATION
3.01 Participation.
(a) In General. The only persons who may participate in this Plan
are Key Employees of the Company who are designated as such by
the Executive Committee. Upon becoming eligible to participate,
a Key Employee must complete an Election Form. The Key
Employee's participation shall commence on the date specified in
this Article 3. Even though a Key Employee may be a Participant
in this Plan, the Participant shall not be entitled to any
benefit hereunder unless such Participant has properly
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completed an Election Form and deferred the receipt of his or
her Bonus pursuant to the Plan.
(b) Completion of Election Form. A Key Employee may participate in
the Plan after delivering a properly completed and signed
Election Form to the Committee. The Election Form shall be
signed and delivered to the Committee prior to the first day of
the calendar year with respect to which the Bonus will be
earned. The Key Employee's participation in the Plan will be
effective as of the first day of the calendar year which
commences after the Committee's receipt of the Key Employee's
Election Form.
(c) Election After Plan is Approved. Notwithstanding paragraph (b),
any Election Form which is delivered to the Committee within
thirty days of the Company's approval of the Plan and prior to
the end of the calendar year in which such approval is given
shall be valid and shall apply to the Bonus which would
ordinarily be paid to the Participant in the following calendar
year. However, such bonus deferral shall be limited to the
amount or percentage set forth in Section 4.01.
(d) Voluntary Termination of Election Form. A Participant may
terminate his or her Election Form at any time. If a
Participant terminates his or her Election Form, however, the
Participant may not execute a new Election Form to defer his or
her Bonus for the remainder of the calendar year in which the
Participant's Election Form is terminated. However, effective
as of the first day of the following calendar year or the first
day of any subsequent calendar year, the Participant may execute
a new Election Form and thereby defer the receipt of any future
Bonus attributable to the Participant's employment. Such
Election Form shall be effective only for Bonus applicable to
the Participant's employment after the first day of the calendar
year following the Committee's receipt of the Participant's
Election Form.
(e) Continuation of Election Form. A Participant shall have the
right to modify the dollar amount or percentage of his or her
Bonus which is deferred under the Plan prior to the commencement
of each calendar year. If the Participant fails to execute a
new Election Form prior to the commencement of the new calendar
year, the Participant's Election Form in effect during the
previous calendar year shall continue in effect during the new
calendar year.
(f) Automatic Termination of Election Form. The Participant's
Election Form will automatically terminate at the earliest of
(i) the Participant's Termination of Service, (ii) the date the
Executive Committee determines that the Participant is no longer
a Key Employee under the Plan, or (iii) the termination of the
Plan.
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(g) Nothing contained in the Plan shall be deemed to give any Key
Employee the right to be retained as an employee of the Company.
ARTICLE 4
PLAN BENEFITS
4.01 Deferred Bonus. A Key Employee may elect to defer any dollar amount
or percentage of his or her Bonus in accordance with the terms of the
Plan and the Election Form. However, for the Bonuses paid in 1994, a
Key Employee may elect to defer a maximum of $10,000 or 25% of the Key
Employee's Bonus, whichever is greater. For bookkeeping purposes, the
amount of the Bonus which the Key Employee elects to defer pursuant to
this Plan shall be transferred to and held in individual Accounts.
4.02 Investment. The Committee shall direct the instrument of all
Accounts. As of the last day of each calendar year and on such other
dates selected by the Committee, the Committee shall credit each
Participant's Account with earnings, losses and changes in fair market
value experienced by the investment alternative selected by the
Committee.
4.03 Form of Payment.
(a) Payment Election. Payment of Plan benefits shall commence on
the date the Participant selects on the Election Form. Any date
selected by the Participant must be at least two calendar years
following the date the Bonus would ordinarily be paid. In no
event, however, shall a Participant's Account commence to be
distributed later than the first regular business day of the
fourth month following the Participant's Termination of Service.
For example, if a Participant has a Termination of Service on
January 12, payment of plan benefits would commence on May 1
(the fourth month following January 12).
(b) Optional Forms of Payment. The amount of the Participant's
Account shall be paid to the Participant either in a lump sum or
in a number of approximately equal annual installments
designated by the Participant on the Election Form. Such annual
installments may be for 5 years, 10 years or 15 years. If a
Participant elects to receive a distribution of his or her
Account in installments, the Committee may purchase an annuity
from an insurance company which annuity will pay the Participant
the desired annual installments. If the Committee purchases an
annuity contract, the Key Employee will have no further rights
to receive payments from the Company or the Plan with respect to
the amounts subject to the annuity. If the Committee does not
purchase an annuity contract, the amount of the Account
remaining unpaid shall continue to receive allocations of income
as
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provided in Section 4.02. If the Participant fails to designate
a payment method in the Election Form, the Participant's Account
shall be distributed in a lump sum.
(c) Multiple Elections. A Participant may elect a different payment
commencement date for each Bonus deferred under this Plan. In
addition, a Participant may elect a different payment form for
each Bonus deferred under this Plan. The Committee shall
establish sub-accounts within a Participant's Account (to the
extent necessary) to identify the portion of a Participant's
Account that will be distributed as of the dates and in the form
the Participant designates in the Election Form. A Participant
may not modify or otherwise revoke the benefit commencement date
and payment form designated on an Election Form after the
Participant delivers such Election Form to the Committee.
(d) Acceleration of Payment. If a Participant elects an installment
distribution and the annual installment payment elected by the
Participant would result in an annual payment of less than
$3,000, the Committee shall accelerate payment of the
Participant's benefits over a lesser number of whole years (but
in increments of 5 or 10 years) so that the annual amount paid
is at least $3,000. If payment of the Participant's benefits
over a 5 year period will not provide annual payments of at
least $3,000, the Participant's Account shall be paid in a lump
sum.
(e) Payment to Beneficiary. Upon the Participant's death, all
unpaid amounts held in the Participant's Account shall be paid
to the Participant's beneficiary in the same benefit payment
form the Participant elected on the Election Form and in
accordance with the payment distribution rules set forth in this
Plan. Such payment will be commence to be paid on the first
business day of the fourth month following the Participant's
death.
4.04 Financial Hardship. The Committee may, in its sole discretion,
accelerate the making of payment to a Participant of an amount
reasonably necessary to handle a severe financial hardship of a sudden
and unexpected nature due to causes not within the control of the
Participant. Such payment may be made even if the Participant has not
incurred a Termination of Service. All financial hardship
distributions shall be made in a lump sum. Such payments will be made
on a first-in, first-out basis so that the oldest Bonus deferred under
the Plan shall be deemed distributed first in a financial hardship.
4.05 Payment to Minors and Incapacitated Persons. In the event that any
amount is payable to a minor or to any person who, in the judgment of
the Committee, is incapable of making proper disposition thereof, such
payment shall be made for the benefit of such minor or such person in
any of the following ways as the Committee, in its sole discretion,
shall determine:
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(a) By payment to the legal representative of such minor or such
person;
(b) By payment directly to such minor or such person;
(c) By payment in discharge of bills incurred by or for the benefit
of such minor or such person. The Committee shall make such
payments without the necessary intervention of any guardian or
like fiduciary, and without any obligation to require bond or to
see to the further application of such payment. Any payment so
made shall be in complete discharge of the Plan's obligation to
the Participant and his or her Beneficiaries.
4.06 Application for Benefits. The Committee may require a Participant or
Beneficiary to complete and file certain forms as a condition
precedent to receiving the payment of benefits. The Committee may
rely upon all such information given to it, including the
Participant's current mailing address. It is the responsibility of
all persons interested in receiving a distribution pursuant to the
Plan to keep the Committee informed of their current mailing
addresses.
4.07 Designation of Beneficiary. Each Participant from time to time may
designate any person or persons (who may be designated contingently or
successively and who may be an entity other than a natural person) as
his or her Beneficiary or Beneficiaries to whom the Participant's
Account is to be paid if the Participant dies before receipt of all
such benefits. Each Beneficiary designation shall be on the form
prescribed by the Committee and will be effective only when filed with
the Committee during the Participant's lifetime. Each Beneficiary
designation filed with the Committee will cancel all Beneficiary
designations previously filed with the Committee. The revocation of a
Beneficiary designation, no matter how effected, shall not require the
consent of any designated Beneficiary.
ARTICLE 5
FUNDING OF PLAN
5.01 The benefits provided by this Plan shall be paid from the general
assets of the Company or as otherwise directed by the Company. To the
extent that any Participant acquires the right to receive payments
under the Plan (from whatever source), such right shall be no greater
than that of an unsecured general creditor of the Company.
Participants and their Beneficiaries shall not have any preference or
security interest in the assets of the Company other than as a general
unsecured creditor.
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ARTICLE 6
ADMINISTRATION OF THE PLAN
6.01 The Committee shall have complete control of the administration of the
Plan with all powers necessary to enable it to properly carry out the
provisions of the Plan. In addition to all implied powers and
responsibilities necessary to carry out the objectives of the Plan,
the Committee shall have the following specific powers and
responsibilities:
(1) To construe the Plan and to determine all questions
arising in the administration, interpretation and operation of the
Plan;
(2) To determine the benefits of the Plan to which any
Participant, Beneficiary or other person may be entitled;
(3) To keep records of all acts and determinations of the
Committee, and to keep all such records, books of accounts, data and
other documents as may be necessary for the proper administration of
the Plan;
(4) To prepare and distribute to all Participants and
Beneficiaries information concerning the Plan and their rights under
the Plan;
(5) To do all things necessary to operate and administer
the Plan in accordance with its provisions.
ARTICLE 7
AMENDMENT AND TERMINATION
7.01 The Executive Committee reserves the right to modify, alter, amend, or
terminate the Plan, at any time and from time to time, without notice,
to any extent deemed advisable; provided, however, that no such
amendment or termination shall (without the written consent of the
Participant, if living, and if not, the Participant's Beneficiary)
adversely affect any benefit under the Plan which has accrued with
respect to the Participant or Beneficiary as of the date of such
amendment or termination regardless of whether such benefit is in pay
status. Notwithstanding the foregoing, no amendment, modification,
alteration, or termination of this Plan may be given effect with
respect to any Participant without the consent of such Participant if
such amendment, modification, alteration, or termination is adopted
during the six-month period prior to a Change of Control or during the
two-year period following a Change of Control.
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ARTICLE 8
CHANGE IN CONTROL
8.01 Change of Control.
(a) Notwithstanding any other provisions in this Plan, in the
event there is a Change of Control of the Company as defined
in subsection (c) of this Section 8.01, any Participant whose
employment is terminated on account of such Change of Control,
shall receive an immediate lump sum payment of the
Participant's Account balance. For purposes of this Section
8.01(a), a Participant's employment shall be considered to
have "terminated on account of such Change of Control" only if
the Participant's employment with the Employer is terminated
without cause during the 24 month period following the Change
of Control.
(b) Notwithstanding any other provisions in this Plan, in the
event there is a change of control of the Company as defined
in subsection (c) of this Section 8.01, any Participant who
has commenced receiving installment distributions from the
Company (other than from an annuity contract purchased from an
insurance company) shall immediately receive a lump sum
payment in an amount equal to the unpaid balance of the
Participant's Account.
(c) A Change of Control of the Company shall mean a change of
control of a nature that would require to be reported in
response to item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"). In addition, whether or not required to be
reported thereunder, a Change of Control shall be deemed to
have occurred at such time as (i) any "person" (as that term
is used in Section 13(d)(2) of the Exchange Act) is or becomes
the beneficial owner (as defined in rule 13(d)-3 of the
Exchange Act) directly or indirectly of securities
representing 20% or more of the combined voting power for
election of directors of the then outstanding securities of
the Company or any successor of the Company (ii) during any
period of two consecutive years or less individuals who at the
beginning of such period constituted the board of directors of
the Company cease, for any reason, to constitute at least a
majority of the board of directors, unless the election or
nomination for election of each new director was approved by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period;
(iii) the shareholders of the Company approve any merger or
consolidation as a result of which the capital stock of the
Company shall be changed, converted or exchanged (other than a
merger with a wholly-owned subsidiary of the Company) or any
liquidation of the Company or any sales or other disposition
of 50% or more of the assets or earning power of the Company;
or (iv) the shareholders of the Company
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approve any merger or consolidation to which the Company is a
party as a result of which the persons who were shareholders
of the Company immediately prior to the effective date of the
merger or consolidation shall have beneficial ownership of
less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective
date of such merger or consolidation. Notwithstanding any
provisions in this subparagraph (c), in the event the Company
and a Participant agree prior to any event which would
otherwise constitute a Change of control, that such event
shall not constitute a Change of Control, then for purposes of
this Plan there shall be no such Change of Control upon that
event.
ARTICLE 9
MISCELLANEOUS
9.01 Headings. The headings and sub-headings in this Plan have been
inserted for convenience of reference only and are to be ignored in
any construction of the provisions hereof.
9.02 Spendthrift Clause. None of the benefits, payments, proceeds or
distribution under this Plan shall be subject to the claim of any
creditor of any Participant or Beneficiary, or to any legal process by
any creditor of such Participant or Beneficiary, and none of them
shall have any right to alienate, commute, anticipate or assign any of
the benefits, payments, proceeds or distributions under this Plan
except to the extent expressly provided herein to the contrary.
9.03 Merger. The Plan shall not be automatically terminated by the
Company's acquisition by, merger into, or sale of substantially all of
its assets to any other organization, but the Plan shall be continued
thereafter by such successor organization. All rights to amend,
modify, suspend or terminate the Plan shall be transferred to the
successor organization, effective as of the date of the combination or
sale.
9.04 Release. Any payment to Participant or Beneficiary, or to their legal
representatives, in accordance with the provisions of this Plan, shall
to the extent thereof be in full satisfaction of all claims hereunder
against the Committee and the Company, any of whom may require such
Participant, Beneficiary, or legal representative, as a condition
precedent to such payment, to execute a receipt and release therefor
in such form as shall be determined by the Committee, or the Company,
as the case may be.
9.05 Governing Law. The Plan shall be governed by the laws of the State of
Georgia.
9.06 Costs of Collection; Interest. In the event the Participant collects
any part or all of the payments due under this Plan by or through a
lawyer or lawyers, the Company
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will pay all costs of collection, including reasonable legal fees
incurred by the Participant. In addition, the Company shall pay to
the Participant 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.
9.07 Successors and Assigns. This Plan shall be binding upon the
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the Company has caused this Plan to be duly
executed and its seal to be hereunto affixed on the date indicated below, but
effective as of January 1, 1993.
GENUINE PARTS COMPANY
By: /s/ Frank M. Howard
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Title: Treasurer
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Date: December 1, 1994
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[CORPORATE SEAL]
Attest:
/s/ Brainard T. Webb, Jr.
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