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SPRINGS INDUSTRIES, INC.
SPRINGS OF ACHIEVEMENT EXCESS BENEFITS PARTNERSHIP PLAN
Section I
Introduction
1.1 The Plan and Its Effective Date. This Springs of Achievement Excess
Benefits Partnership Plan (the "Plan") has been established by Springs
Industries, Inc., a South Carolina corporation (the "Company"), effective as of
January 1, 1994 (the "Effective Date").
1.2 Purpose. The purpose of the Plan is to provide retirement benefits
in conjunction with the Company's Springs of Achievement Partnership Plan ("The
Qualified Plan") for associates who have Eligible Compensation in excess of the
limit on compensation that can be taken into account under a qualified plan
under ss. 401(a) of the Code (the "Compensation Limit"), which in 1994 was
$150,000, as necessary to provide total retirement benefits that are equivalent
to the retirement benefits the associates would have received but for the
Compensation Limit. "Eligible Compensation" means "Compensation" as defined in
the Qualified Plan, but without regard to any limitations under Section 401(a)
of the Code.
1.3 Administration. The Management Compensation and Organization
Committee of the Board of Directors of the Company (the "Committee") shall be
responsible for the operation, construction, and interpretation of the Plan.
Administration of the Plan, however, is delegated to the vice president of the
Company who is primarily responsible for executive compensation (the "Plan
Administrator"). The Plan Administrator shall adopt such rules of procedure and
regulations as may be necessary or desirable for the administration of the Plan
and consistent with the Plan and applicable law. Any rules of procedure and
regulations adopted by the Plan Administrator shall at all times be applied in a
uniform, consistent, and nondiscriminatory manner.
No Member of the Committee nor the Plan Administrator shall be
liable for any act or acts done, or any determination or determinations made, in
good faith.
Any decision or action by the Committee or Plan Administrator
in connection with the operation, administration, construction or interpretation
of this Plan or of the rules and regulations adopted by the Plan Administrator
hereunder shall be final, conclusive and binding upon all persons having any
interest in the Plan.
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1.4 Definitions. Capitalized terms in the Plan shall have the same
meaning as defined terms in the Qualified Plan unless otherwise defined herein.
1.5 Source of Benefits. Benefits payable under this Plan shall be paid
directly by the Company out of its general assets. This Plan shall be unfunded,
and the Company shall not be required to segregate on its books, or otherwise,
any amount to be used for the payment of benefits under this Plan.
Section II
Eligibility for Participation and Retirement
2.1 Eligibility. Each participant of the Qualified Plan who has
Eligible Compensation in excess of the Compensation Limit shall be a participant
of this Plan ("Participant"), provided, however, no participant in the Company's
Senior Executive Supplemental Retirement Plan (adopted as of January 1, 1982),
as amended, shall participate under this Plan. Excess Compensation is defined as
the difference between Eligible Compensation for a Plan Year and the
Compensation Limit.
2.2 Retirement Under the Plan. A Participant shall retire on the date
of his retirement under the Qualified Plan.
Section III
Retirement Benefit
3.1 Accounts. The Company shall establish the following two accounts
for each Participant of the Plan:
(1) A Profit Sharing Equivalent Account
(2) A Company Matching Equivalent Account
3.2 Credits to Accounts.
(a) As of the same date as the Company's profit sharing
contribution to the Qualified Plan for a fiscal year, the
Company shall credit to each Participant's Profit Sharing
Equivalent Account an amount equal to the same percentage of
the Participant's Excess Compensation as the percentage
contributed to the Qualified Plan's profit sharing fund for
the year with respect to the Participant's Compensation in
excess of 50% of the Taxable Wage Base.
(b) Each month at the time the Company makes a matching
contribution under the Qualified Plan, the Company shall
credit to the Participant's Company Matching Equivalent
Account an amount equal to two percent
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(2%) of the Participant's Excess Compensation; provided the
Participant has elected to participate in the Savings Fund
under the Qualified Plan for the month.
3.3 Adjustments to Accounts.
(a) For the period commencing January 1, 1994 and ending February
28, 1996, each Participant's Profit Sharing Equivalent Account
shall be adjusted monthly to reflect the same adjustment for
gain or loss as the Participant's Profit Sharing Contribution
Account under the Qualified Plan is adjusted for the
respective month.
(b) For the period commencing January 1, 1994, and ending February
28, 1996, the Company Matching Equivalent Account shall be
adjusted monthly to reflect the same adjustment for gain or
loss as the separate investment account or accounts elected by
the Participant for the Participant's Matching Contribution
Account under the Qualified Plan is adjusted for the
respective month, assuming for each Plan Year that the
Participant's investment election at the beginning of the year
did not change during the year; provided, however, a
Participant who is considered to be an executive officer of
the Company for purposes of Section 16(a) of the Securities
Exchange Act of 1934 shall be treated as having elected the
balanced fund under the Qualified Plan.
(c) For periods after February 28, 1996, each Participant shall be
provided the opportunity to elect to have the amounts credited
to the Participant's Profit Sharing Equivalent Account and
Company Matching Equivalent Account credited to an Interest
Sub-Account or to a Measuring Fund Sub-Account (or
Sub-Accounts). This election must be made (i) on such forms as
the Plan Administrator may prescribe and (ii) within 30 days
after notice from the Plan Administration of eligibility to
participate in the Plan. The Election shall apply to all
credits to the Participant's accounts for Excess Compensation
during the Plan Year and shall be irrevocable with respect to
such credits. A Participant's first election hereunder shall
also apply to all amounts credited to the Participant's
accounts during the period beginning March 1, 1996 and ending
on the effective date of the election. A Participant may
allocate amounts between the Interest Sub-Account and the
Measuring Fund Sub-Accounts in increments of ten percent
(10%). If a Participant fails to make an election hereunder,
the Participant will be deemed to have elected an Interest
Sub-Account for the applicable period.
3.4 Interest Sub-Account. The Interest Sub-Account shall be credited
quarterly with interest at the prime rate of interest per annum publicly
announced and charged by Wachovia Bank of North Carolina, N.A. or any successor
to its existing
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customers, or in the absence of such public announcement, the prime rate quoted
in the Wall Street Journal's "Money Rates" column as of the last day of the
quarter.
3.5 Measuring Fund Sub-Account.
(a) As soon as practicable after receiving elections from
Participant hereunder, the Company shall establish with a
federal or state chartered bank or trust or investment company
(hereinafter called the "Custodian"), as selected by the
officers of the Company, a custodial and agency account in its
name. The assets of the account are referred to hereinafter as
the "Measuring Fund." For the period March 1, 1996 to the date
of establishment of the Measuring Fund, the accounts of
Participants who have elected to have their accounts credited
to a Measuring Fund Sub-Account shall be adjusted monthly by
the same factor used under the Company's Deferred Compensation
Plan with respect to measuring fund accounts for the
applicable period.
All monies or assets placed in the Measuring Fund by the
Company shall at all times remain the property of the Company
subject to the claims of its general creditors, and no
Participant or Beneficiary shall have any right to or interest
in such monies or assets or any claims against them superior
to the claims of any general creditor of the Company. The
Measuring Fund shall serve the sole purpose of being the means
of adjusting amounts credited to Participants' Measuring Fund
Sub-Accounts. The Measuring Fund shall not constitute a trust
fund or escrow account in which Participants or their
Beneficiaries have any interest.
(b) Upon the establishment of the custodial and agency account,
the Company will deposit in the Measuring Fund an amount equal
to the aggregate of all amounts credited to the Measuring Fund
Sub-Accounts of Participants at such time. Thereafter, on or
before the last business day of each calendar month, the
Company will deposit in the Measuring Fund an amount equal to
the aggregate of all amounts credited to Measuring Fund
Sub-Accounts during such month less an amount equal to all
payments made during such month in satisfaction of the
Measuring Fund Sub-Accounts of persons whose services have
terminated. If such payments in satisfaction of Measuring Fund
Sub-Accounts exceed such aggregate of amounts credited in a
month, an amount equal to such excess shall be withdrawn by
the Company from the Measuring Fund.
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(c) The Custodian will be directed by the Company to invest the
Measuring Fund as agent for the Company in common or preferred
stocks, bonds, other securities, and short term investments.
The Company shall determine whether investments of the
Measuring Fund will be managed by the Company, the Custodian
or one or more investment managers. Neither the Company, the
Custodian nor any investment manager shall be liable to any
Participant for any decision made or action with respect to
such investments.
(d) As of the last day of each calendar quarter ("Valuation
Date"), an amount equal to the net amount of dividends,
interest, other current income, and gains or losses realized
on the sale or exchange of assets in the Measuring Fund during
the calendar quarter in which such Valuation Date occurs,
received by the Custodian for a Measuring Fund during such
quarter, all as determined by the Custodian in its absolute
discretion, shall be allocated by the Company among and
credited or debited to the respective Measuring Fund
Sub-Accounts of Participants as of such Valuation Date in the
proportion that the average credit balance (calculated as
hereinafter provided) in the Measuring Fund Sub-Account of
each Participant during the calendar quarter in which such
Valuation Date occurs, bears to the aggregate of such average
credit balances in all Measuring Fund Sub-Accounts during such
quarter. The average credit balance in a Measuring Fund
Account during a calendar quarter shall be determined in
accordance with such uniform rules applied in a
nondiscriminatory manner as the Plan Administrator may adopt
to take into account the effect of credits to, distributions
from, or transactions in, such Account since the preceding
Valuation Date.
(e) As of each Valuation Date, the Measuring Fund shall be valued
by the Custodian at the fair market values of the assets in
the Fund as of the close of business on such Valuation Date.
The Custodian shall certify the results of such valuation to
the Company. As soon as practicable after each Valuation Date,
the Company shall determine the amount by which the value of
the net assets in the Measuring Fund, as of the close of
business on such Valuation Date, as certified by the
Custodian, exceeds or is less than the aggregate of the credit
balances in all Measuring Fund Accounts as of said Valuation
Date, prior to making any adjustments to accounts to be made
as of said Valuation Date under this paragraph (e). The amount
so determined shall be credited or debited by the Company, as
appropriate, as of said Valuation Date, to the Measuring Fund
Sub-Accounts of persons having a credit balance as of said
Valuation Date, in the proportion that the
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average credit balance, computed as provided in paragraph (d),
in the Measuring Fund Sub-Account of each person during the
calendar quarter in which such Valuation Date occurs, bears to
the aggregate of such average credit balances in the Measuring
Fund Sub-Accounts of all such persons during such quarter.
(f) Notwithstanding any other provision of this plan, the Board of
Directors of the Company may at any time direct that all
assets in the Measuring Fund be withdrawn from the custodial
and agency account for use for any corporate purpose
whatsoever and that the custodial and agency account with the
Custodian be discontinued. The date on which such withdrawal
occurs shall be deemed to be a Valuation Date, and adjustments
to Measuring Fund Sub-Accounts shall be made as of such date
as provided in paragraph (d) and paragraph (e) of this Section
3.5, except that in making such determinations it shall be
deemed that all assets in the Measuring Fund were converted
into cash on the date on which such withdrawal occurs.
Following such withdrawal, and until the re-establishment of a
Measuring Fund, each Participant's Measuring Fund Sub-Account,
adjusted as aforesaid, shall be deemed to be an Interest
Account.
(g) The Committee may direct the Company to establish one or more
sub-accounts under the Measuring Fund. If separate
sub-accounts are established under the Measuring Fund, then
the procedures set forth in subparagraphs (b) through (f) of
this Section 3.5 shall be applied separately as to each
sub-account.
3.6 Method of Payment and Forfeiture. To the extent vested, the Plan
Benefit shall be paid at the same time and in the same manner and shall be
subject to the same elections as benefits under the Qualified Plan. Any benefit
credited under the Plan shall be forfeited if a Participant has not completed
five continuous years of service with the Company or its subsidiaries at the
time of the Participant's termination of employment.
Section IV
General Provisions
4.1 Interests Not Transferable. Except as may be required by any
applicable tax withholding provisions of the laws of the United States or any
State, no interest of, or benefit payable to, a Participant shall be subject, in
any manner, to the claims of any creditors, and any such interest or benefit
payable may not be voluntarily or involuntarily transferred, assigned,
alienated, or encumbered.
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4.2 Rights and Employment. No person shall have any legal or equitable
rights or interests in this Plan except as expressly granted hereunder.
Participation in the Plan shall not be deemed to give a Participant any right to
be retained in the employment of the Company and the right and power of the
Company to dismiss or discharge any Participant is expressly reserved.
4.3 Controlling Law. The laws of the State of South Carolina shall be
controlling and shall govern in all matters relating to the Plan (except as and
to the extent that such laws are preempted by the Employee Retirement Income
Security Act of 1974, as amended).
Section V
Amendment and Termination
The Company hereby expressly reserves the right to amend the Plan, in
whole or in part, from time to time or to terminate the Plan, in whole or in
part, at any time, subject to the following:
(a) No amendment may reduce the benefits of a Participant to whom
benefits became payable under the Plan prior to the date such
amendment becomes effective.
(b) If the Plan is terminated, the benefits which became payable
under this Plan to a Participant prior to the date of
termination of the Plan shall continue to be paid by the
Company in accordance with the provisions of the Plan as in
effect immediately prior to the date of the termination.
(c) An amendment to, or termination of, the Plan shall be made
pursuant to resolution of the Board of Directors, or its
designated Committee, and shall be set forth in a written
instrument executed by an authorized officer.
Established and adopted by Springs Industries, Inc., as of the 1st day
of January 1994 and restated as of March 1, 1996.
/s/ J. Spratt White
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Senior Vice President
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