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EXHIBIT 10.10
AMENDMENT NO. 2
TO THE GENUINE PARTS COMPANY
SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, the Executive Committee of the Board of Directors of Genuine
Parts Company desires to amend the Genuine Parts Company Supplemental
Retirement Plan (the "Plan") as follows:
NOW, THEREFORE, BE IT RESOLVED, that the following Amendments be
adopted:
1.
Article Two is hereby deleted and a new Article Two is substituted
therefor as follows:
"ARTICLE TWO - PARTICIPATION
2.01 Eligibility.
Except as provided in Section 2.02, any employee of the Employer ("Key
Employee") whose annual, regular Earnings are expected to be equal to
or greater than the compensation limits of Code Section 401(a)(17)
($150,000 in 1994) shall participate in this Plan.. Upon becoming
eligible to participate, a Key Employee must complete and execute a
Joinder Agreement in a form satisfactory to the Compensation and Stock
Option Committee of the Board of Directors of Genuine Parts Company
(the "Committee"). Even though a Key Employee may be a Participant in
this Plan, he shall not be entitled to any benefit hereunder unless
and until his benefits under the Pension Plan are reduced due to the
application of either Section 401(a)(17) or Section 415 of the Code.
2.02 Additional Rules on Eligibility.
(a) The Committee may increase the Earnings limitation (see
Section 2.01) that a Key Employee must receive to become
eligible to continue or commence his or her participation in
the Plan.
(b) A Key Employee shall not accrue a benefit for any year in
which the Key Employee's annual, regular Earnings is expected
to be less than the compensation limits of Code Section
401(a)(17) or, if greater, the Earnings limit established by
the Committee pursuant to paragraph (a) above. Nevertheless,
the Key Employee shall continue to participate in the Plan
and shall again accrue a benefit under this Plan during the
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calendar year in which the Key Employee's Earnings exceed the
Earnings limit established in Section 2.01 or 2.02(a),
whichever is greater.
(c) The Committee may prohibit any Key Employee from
participating in the Plan during a calendar year and
subsequent calendar years by notifying such Key Employee
during the first calendar year that his or her participation
shall cease under the Plan.
2.03 Definition of Earnings.
For purposes of this Plan, the term "Earnings" shall (except as
modified below) have the same meaning given such term in the Pension
Plan. Unlike the Pension Plan, however, Earnings shall include
salary, bonus or other compensation that the Company would otherwise
have been paid to a Key Employee but for the Key Employee's election
to defer the receipt of such salary, bonus or other compensation
pursuant to a Company sponsored deferred compensation program
("Deferred Compensation"). A Key Employee's Deferred Compensation
shall not be included in Earnings in the year such Deferred
Compensation is paid to the Key Employee."
2.
Section 3.01 is hereby deleted and a new Section 3.01 is substituted
therefor as follows:
"3.01 Calculation of Supplement.
(a) Each Participant who terminates active employment with the
Employer on or after his Normal or Delayed Retirement Date by
reason of retirement or voluntary or involuntary termination
shall, except as provided in Section 6.05, be entitled to a
monthly supplemental retirement income ("Supplemental
Retirement Income") equal to (1) minus (2), where
(1) equals the monthly Normal or Delayed Retirement
Income which Participant would be entitled to receive
under the Pension Plan beginning on the Benefit
Commencement Date (as defined in Section 3.02) if the
benefit limitations of Code Sections 401(a)(17) and
415 as reflected in the Pension Plan were not in
effect (measured in the form of a single life annuity
payable in monthly installments for the Participant's
life) and if the definition of Earnings under this
Plan were used to compute the Participant's Normal or
Delayed Retirement Income under the Pension Plan;
(2) equals the monthly Normal or Delayed Retirement
Income which Participant is actually entitled to
receive under the Pension Plan
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Beginning on the Benefit Commencement Date measured
in the form of a single life annuity payable in
monthly installments for the Participant's life.
(b) Except as provided in Sections 3.01(c), 4.01 and 5.01, no
payment of any kind shall be made under this Plan to any
Participant who terminates active employment with the Employer
prior to his Normal Retirement Date. For example, in the
absence of a change in control and assuming Section 3.01(c) is
not applicable, no payment shall be made to a Participant who
resigns his employment prior to his Normal Retirement Date
even though such Participant is eligible for Early Retirement
under the Pension Plan.
(c) The Committee may, in its sole discretion, determine that a
Participant who terminates his or her employment on or after
attaining age 55 and completing fifteen years of Credited
Service ("Early Retirement Date") but prior to his or her
Normal Retirement Date shall be eligible for benefits under
this Plan. Such benefit shall be determined using the formula
set forth in Section 3.01(a) above but by calculating the
Participant's Supplemental Retirement Income as of his or her
termination of employment and by applying the reduction set
forth in the Pension Plan to reflect the early payment of
benefits prior to the Participant's Normal Retirement Date.
(d) In computing a Key Employee's benefit under this Plan, the
Committee shall assume the Participant did not accrue a
benefit under the Pension Plan (and did not receive any
Earnings) during any calendar year in which the Key Employee
did not accrue a benefit under this Plan (see Section 2.02)."
3.
Section 3.02 is hereby amended by deleting the phrase "Section 3.01"
where it appears in such Section and replacing it with the phrase "Section
3.01(a)."
4.
Section 4.01 is hereby deleted and a new Section 4.01 is substituted
therefor as follows:
"4.01 Death of Participant Before Supplemental Income Payments Commence.
(a) Participants Prior to January 1 1995.
(1) This Section 4.01(a) shall apply only to Key
Employees who became Participants in this Plan prior
to January 1, 1995.
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(2) If a Participant (married or unmarried at the time of
his death) dies before Supplemental Retirement Income
commences hereunder and while he remains employed by
the Employer, then the Participant's Beneficiary
shall be entitled to receive a survivor benefit which
is the Actuarial Equivalent of the Participant's
Supplemental Retirement Income accrued to the date of
his death under Section 3.01. For such purpose, the
Participant's Beneficiary shall be the same as his or
her Beneficiary designated under the Pension Plan.
(b) Participants On or After January 1, 1995.
(1) This Section 4.01(b) shall apply only to Key
Employees who became Participants in this Plan on or
after January 1, 1995.
(2) If a Participant (married or unmarried at the time of
his death) dies before Supplemental Retirement Income
commences hereunder and while he remains employed by
the Employer, then the Committee may, in its sole
discretion, determine that a Participant's
Beneficiary shall be entitled to receive a survivor
benefit which is the Actuarial Equivalent of the
Participant's Supplemental Retirement Income accrued
to the date of his death under Section 3.01. For
such purpose, the Participant's Beneficiary shall be
the same as his or her Beneficiary designated under
the Pension Plan.
(c) Form of Survivor Benefit. For purposes of paragraphs (a) and
(b) above, the survivor benefit shall be a benefit payable for
the life of the Beneficiary which commences on the first day
of the month following the Participant's death, and ending on
the first day of the month coinciding with or immediately
following the Beneficiary's death."
5.
Section 4.02 is hereby amended by adding the following sentence to the
end thereof as follows:
"No death benefits shall be paid to the Participant's
Beneficiary."
6.
Section 5.01(a) is hereby deleted and a new Section 5.01(a) is
substituted therefor as follows:
"(a) Notwithstanding any other provisions in this Agreement, in the
event there is a Change of Control of Genuine Parts as defined
in subsection (c) of this Section 5.01, any Participant whose
employment is terminated on account
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of such Change of Control, and who has seven (7) or more years
of Credited Service for vesting purposes (and without regard
to such Participant's service for benefit accrual purposes)
under the Pension Plan, shall be entitled to receive an
immediate lump sum payment in an amount which is the Actuarial
Equivalent single sum value of the monthly Supplemental
Retirement Income accrued by the Participant as of the date of
his termination calculated pursuant to the formula set forth
in Section 3.01(a) and assuming payments began on the
Participant's Normal Retirement Date; provided, however, that
for this purpose, Actuarial Equivalence shall be determined
using an interest assumption of 6%. 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" only if the Participant's employment with the
Employer is terminated without cause during the 24 month
period following the Change of Control."
6.
Section 6.05 is amended by deleting the phrase "Spouse or Beneficiary"
wherever it appears in such Section and replacing it with the phrase
"Beneficiary or Contingent Annuitant."
7.
Section 6.08 is hereby deleted and a new Section 6.08 is substituted
therefor as follows:
"6.08 Right to Amend and Terminate.
The 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 individual to whom survivor benefits are paid
(i.e., either the Beneficiary or the Contingent Annuitant as the case
may be)) adversely affect any benefit under the Plan which has accrued
with respect to the Participant as of the date of such amendment or
termination regardless of whether such benefit is vested or in pay
status. Notwithstanding the foregoing, no amendment, modification,
alteration, or termination of this Plan may be given effect with
respect to any Participant, Beneficiary or Contingent Annuitant
without the consent of such Participant (if living, and if not, the
individual to whom survivor benefits are paid) 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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8.
This Amendment shall be effective as of January 1, 1995.
9.
Except as amended herein, the Plan shall continue in full force and
effect.
IN WITNESS WHEREOF, Genuine Parts Company has caused this Amendment to
be executed by its duly authorized officer.
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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