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SPRINGS INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS INSTRUMENT is effective as of the 1st day of November, 1996 and
executed this 6th day of May, 1997, by SPRINGS INDUSTRIES, INC. (the "Company").
Background Statement
The Company has for many years maintained various qualified retirement
plans to provide long service employees of the Company and its subsidiaries with
an adequate replacement income in retirement.
Certain provisions of the Internal Revenue Code impose limitations on
the amount of retirement benefits that can be provided to the Company's
management and highly compensated employees through qualified plans.
The Company wishes to establish this Supplemental Executive Retirement
Plan ("Supplemental Plan"), effective as of November 1, 1996, as an unfunded
pension plan for a select group of management or highly compensated employees of
the Company and its subsidiaries within the meaning of section 2520.104-23 of
the regulations promulgated under the Employee Retirement Income Security Act of
1974 ("ERISA"), for the purpose of providing adequate retirement income and
related benefits to these employees.
ARTICLE I
TITLE
Section 1.01 The supplemental benefit plan set forth below shall be
known as the Springs Industries, Inc. Supplemental Executive Retirement Plan.
ARTICLE II
PARTICIPATION
Section 2.01 The Management Compensation and Organization Committee of
the Board of Directors of the Company (the "Committee") shall designate which of
the employees of the Company and its subsidiaries shall participate in this
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Supplemental Plan. Each individual so designated shall be referred to as a
"Participant."
ARTICLE III
RETIREMENT INCOME
Section 3.01 The retirement income payable to or on behalf of a
Participant under this Supplemental Plan ("Supplemental Benefits") shall be an
annual benefit equal to the excess, if any, of (a), adjusted, as applicable, by
Section 3.01(c) and by Section 3.03, over (b) where
(a) is sixty percent (60%) of the average yearly amount of
compensation, including base salary, any sustained performance awards, and any
bonus under the Company's Achievement Incentive Plan, or any successor plan or
plans or any similar annual bonus plan of any subsidiary of the Company, ("AIP
bonus") (unreduced by any amount not currently includible in income by reason of
the applicability of section 125 or 401(k) of the Internal Revenue Code or by
any deferrals of compensation), during the five calendar years of employment out
of the last ten years of Credited Service that will produce the highest average
("Final Average Pay") [The determination of Final Average Pay shall be
determined first on the basis of AIP bonuses paid and second on the basis on AIP
bonuses accrued, with the higher amount being used as Final Average Pay], and
(b) is the aggregate annual income received, or receivable upon
application, from the following sources:
(i) Old-age insurance benefits at age 65 under the Social
Security Act, computed as if the Participant had no further earnings
after the date of his retirement hereunder ("Retirement Date").
(ii) The deemed income amount as of the Participant's
Retirement Date (determined as a single life annuity for the
Participant) that is the actuarial equivalent to the Participant's
aggregate vested account balances as of his Retirement date in the
profit sharing fund account and the savings fund Company matching
account under (a) the Springs of Achievement Partnership Plan and any
defined contribution retirement plan maintained by a subsidiary of the
Company, (b) the Springs of Achievement Excess Benefits Partnership
Plan and (c) the Company's Deferred Compensation Plan. The deemed
income amount under this Section 3.01(b)(ii) for the profit sharing
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fund account under the plans shall be determined as follows:
[A] Determine the Participant's account balance in
each such plan as of December 31, 1996.
[B] Adjust the account balances in such plans for the
period January 1, 1997 to the Participant's Retirement Date by
assuming that the Company makes a contribution for each
calendar year following December 31, 1996, of five percent
(5%) on compensation and an additional two percent (2%) on
compensation in excess of fifty percent (50%) of the Social
Security taxable wage base. Such adjustment may result in an
assumed account balance (the "Assumed Account Balance") that
is greater than, or less than the Participant's actual account
balance in one of such plans.
[C] Adjust the Assumed Account Balance in each such
plan each year by the earnings rate normally credited to the
actual account balance by the terms of the plan involved.
[D] Determine the deemed income amount by applying to
the Participant's Assumed Account Balance in each such plan
such actuarial methods and assumptions as the Committee may
from time to time approve.
The deemed income amount under this item for the savings fund
Company matching account under the plans shall be determined by
applying to the Participant's balance in the Company matching account
in each plan such actuarial methods and assumptions as the Committee
may from time to time approve.
(iii) The deemed income amount as of the Participant's
Retirement Date (determined as a single life annuity for the
Participant) that is the actuarial equivalent to the Participant' s
aggregate account balances as of the Retirement Date under the
Company's Deferred Compensation Plan related to the Company's
discontinued Shadow Retirement Plan. The deemed income amount under
this item shall be determined by use of the same actuarial methods and
assumptions as are used in determining the income amount under item
(ii).
(iv) The deemed income amount as of the Participant's
Retirement Date (determined as a single life annuity for the
Participant) that is the actuarial
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equivalent to the Participant' s aggregate vested account balances
under the Company's Contingent Compensation Plan as of the Retirement
Date. The deemed income amount under this item shall be determined by
use of the same actuarial methods and assumptions as are used in
determining the income amount under item (ii) above applied to the
Participant's actual aggregate vested account balances.
V. The pension benefit (determined as a single life annuity
for the Participant) payable under any defined benefit plan (qualified
or non-qualified) of the Company or of any of its subsidiaries. If an
actuarial determination is required under this item, the methods and
assumptions selected under item (ii) above shall be applied.
(c) The percent of average compensation determined pursuant to
paragraph (a) above shall be reduced by 2.4% for each full year of Credited
Service that is less than twenty-five (25) and by 0.2% for each full month of
any partial year. (The percent of average compensation determined pursuant to
Paragraph (a) above, as reduced, if applicable, is hereafter referred to as the
"Target Benefit.") There shall be no increase in such percentage if a
Participant has more than 25 years of Credited Service. "Credited Service" for
purposes of this Supplemental Plan shall mean calendar years of full-time active
employment with the Company and its subsidiaries. Credited Service shall also
include years of full-time active employment with any other affiliated entity,
if service with the entity has been designated by the Committee to constitute
"Credited Service" for purposes of this Supplemental Plan and provided that the
Supplemental Benefit shall be reduced by any retirement benefits provided by the
affiliated entity in a manner consistent with this Section 3.01.
(d) The Committee in its discretion may provide that Credited Service
shall also include years of full-time active employment by a Participant with a
non-affiliated entity; provided, however, that the Participant's Supplemental
Benefit shall be reduced by any retirement benefits provided by the
non-affiliated entity in a manner consistent with this Section 3.01.
Section 3.02 The normal method of payment of Supplemental Benefits
shall be a straight life annuity payable monthly for the Participant's life, but
the Participant may elect to have his or her Supplemental Benefits paid in the
form of a joint and fifty percent survivor annuity for the life of the
Participant and his or her spouse in the reduced amount that is the actuarial
equivalent of the straight life annuity on the Participant's life.
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Section 3.03 (a) A Participant becomes vested in Supplemental Benefits
only upon attainment of age fifty-five (55) and completion of ten (10) years of
Credited Service. Upon termination of employment after such vesting, a
Participant shall be considered to be retired under this Plan and, as of the
month following termination or employment, shall begin receiving his or her
Supplemental Benefits. If the Participant has attained age sixty-two (62), no
reduction in the amount of Supplemental Benefits shall be made. If a Participant
retires hereunder prior to age sixty-two (62), the Participant's Target Benefit
shall be reduced by five percent (5%) for each full year, and 5/12% for each
full month, by which the Participant's Retirement Date precedes the
Participant's sixty-second birthday.
(b) Notwithstanding sub-section 3.03(a), a Participant shall become
vested in his Supplemental Benefits upon attainment of age 55 with completion of
less than ten (10) years of Credited Service, if the employment of the
Participant is terminated by reason of death, total disability or economic
termination, as defined in the Springs of Achievement Partnership Plan, or under
such other circumstances as the Committee may approve. The Participant's
Supplemental Benefit will become payable as of the month following termination
of employment.
(c) If a Participant who has become vested in his or her Supplemental
Benefits dies while still employed by the Company or an affiliated entity, the
surviving spouse of such Participant married to the Participant at the time of
death will begin receiving an annuity for life in an amount determined as though
the Participant had retired immediately before death and elected a joint and
fifty percent survivor annuity with his or her spouse.
Section 3.04 (a) Except for amounts paid under a joint and fifty
percent survivor annuity to a Participant's spouse, no amount shall be paid to
anyone following the death of a Participant.
(b) Payment of Supplemental Benefits shall not be affected by the
employment of a Participant by the Company or an affiliated entity as a
consultant or independent contractor. Payment of Supplemental Benefits shall be
conditioned, however, upon the Participant's execution of, and continued
compliance with, a retirement agreement, in such form as the Committee may
approve, pursuant to which the Participant agrees not to engage in activities
competitive with, or otherwise detrimental to, the interests of the Company and
which in the Committee's discretion may require prior notice to the Committee,
and approval by the Committee, before the Participant accepts employment or
conducts consulting activities after retirement.
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(c) The Committee in its discretion may determine that an amount of
Supplemental Benefits is too small to pay as an annuity and direct that a lump
sum amount that is the actuarial equivalent of such Supplemental Benefits be
paid to the Participant in lieu of annuity payments.
ARTICLE IV
THE SUPPLEMENTAL PLAN COMMITTEE
Section 4.01 The Committee shall administer this Supplemental Plan and
shall cause records to be kept of individual Participants' benefits hereunder.
To the extent this Supplemental Plan is considered subject to the Employee
Retirement Income Security Act of 1974, the Committee shall be the "named
fiduciary" of this Supplemental Plan.
Section 4.02 The Committee shall from time to time establish rules for
the administration of this Supplemental Plan. Without limiting the generality of
the preceding sentence, the Committee shall set forth in writing, available for
inspection by any interested party, the procedures to be followed in presenting
claims for benefits under this Supplemental Plan. The Committee may rely on the
records of the Company, as certified to it, with respect to any and all factual
matters dealing with participation or benefits under this Supplemental Plan. In
case of any factual dispute hereunder, the Committee shall interpret this
Supplemental Plan and shall determine all questions arising in the
administration, interpretation and application of this Supplemental Plan. All
such determinations shall be final, conclusive and binding except to the extent
that they are appealed under the following claims procedure. The Committee may
delegate to a plan administrator the duties of normal administration of the
Plan, including record keeping, and the initial determination of benefits.
In the event that the claim of any person to all or any part of any
payment or benefit under this Supplemental Plan shall be denied, the Committee
shall provide to the claimant, within sixty (60) days after receipt of such
claim, a written notice setting forth, in a manner calculated to be understood
by the claimant, (i) the specific reason or reasons for the denial; (ii)
specific references to the pertinent Supplemental Plan provisions on which the
denial is based; (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation as to why
such material or information is necessary; and (iv) an explanation of this
Supplemental Plan's claim procedure.
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Within sixty (60) days after receipt of the above material, the
claimant shall have a reasonable opportunity to appeal the denial of the claim
to the Committee for a full and fair review. The claimant or his duly authorized
representative may (i) request a review upon written notice to the Committee;
(ii) review pertinent documents; and (iii) submit issues and comments in
writing.
A decision by the Committee will be made not later than sixty (60) days
after receipt of a request for review, unless special circumstances require an
extension of time for processing, in which event a decision should be rendered
as soon as possible, but in no event later than one hundred and twenty (120)
days after such receipt. The Committee's decision on review shall be written and
shall include specific reasons for the decision written in a manner calculated
to be understood by the claimant, with specific references to the pertinent
Supplemental Plan provisions on which the decision is based.
Section 4.03 Every decision and action of the Committee shall be valid
if concurred in by a majority of the members then in office, which concurrence
may be had without a formal meeting. The Committee shall select a Secretary, who
may or may not be a member of the Committee, and any other officials deemed
necessary to carry out this Supplemental Plan, and shall adopt rules governing
its procedures not inconsistent herewith. The Committee shall keep a permanent
record of its meetings and actions.
ARTICLE V
NATURE OF COMPANY OBLIGATION AND PARTICIPANT INTEREST
Section 5.01 The interest of the Participant and/or any person claiming
by or through him under this Supplemental Plan shall not be superior to that of
an unsecured general creditor of the Company. Benefits payable under this
Supplemental Plan may be provided for either from the general assets of the
Company or by the Company establishing a trust for the benefit of Participants,
but if such trust is established, neither the Participant nor any person
claiming by or through him shall have any right to the property held in such
trust for the satisfaction of any claim for benefit payments which is superior
to the rights of general creditors of the Company.
Section 5.02 In the event any trust, escrow or other arrangement of
like force or effect is created in favor of the Participant or any person
claiming by or through him under this Supplemental Plan by virtue of the
benefits provided hereunder, the property held in such trust shall be available
to all
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unsecured general creditors of the Company if the Company becomes insolvent
within the meaning of the trust instrument.
ARTICLE VI
MISCELLANEOUS
Section 6.01 This Supplemental Plan may be amended or discontinued by
the Company at any time, but Supplemental Benefits which have been accrued to
date under this Supplemental Plan may not be cancelled or reduced
by any such amendment or discontinuance.
Section 6.02 The Company shall not merge, consolidate or otherwise
combine with any other business organization unless and until such successor or
other organization shall expressly assume all rights and obligations of the
Company set forth under this Supplemental Plan.
Section 6.03 This Supplemental Plan shall not be deemed to constitute a
contract between the Company and any Participant or employee for the continued
employment of any such employee with the Company. Nothing contained in this
Supplemental Plan shall be deemed to give any Participant or employee either the
right to be retained in the service of the Company or to interfere with the
right of the Company to discharge any Participant or employee at any time
regardless of the effect which such discharge shall or may have upon such
Participant or employee under this Supplemental Plan.
Section 6.04 None of the benefits under this Supplemental Plan are
subject to the claims of creditors of a Participant or any person claiming by or
through him and will not be subject to attachment, garnishment or any other
legal process. Neither a Participant nor any person claiming by or through him
may assign, sell, borrow on or otherwise encumber any of his beneficial interest
under this Supplemental Plan nor shall any such interest be in any manner liable
for or subject to the deeds, contracts, liabilities, engagements, or torts of a
Participant or any person claiming by or through him.
Section 6.05 This Supplemental Plan shall be construed in accordance
with the laws of the State of South Carolina, except where such laws are
superseded by ERISA or other federal law, in which case ERISA or such other
federal law shall control.
Section 6.06 In making any distribution to or for the benefit of any minor
or incompetent person, the Committee, in its sole, absolute and uncontrolled
discretion, may, but need not, direct such distribution to a legal or natural
guardian or other relative of such incompetent, or to any adult with whom such
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incompetent temporarily or permanently resides, and any such guardian, relative
or other person shall have full authority and discretion to expend such
distribution for the use and benefit of such incompetent. The receipt of such
distribution by such guardian, relative or other person shall be a complete
discharge to the Company without any responsibility on its part or on the part
of the Committee to see to the application thereof.
Section 6.07 In case any provision of this Supplemental Plan shall be
held illegal or invalid for any reason, such illegality or invalidity shall not
affect its remaining parts and this Supplemental Plan shall be construed and
enforced as if such illegal and invalid provisions had never been inserted
herein.
SIGNATURE
IN WITNESS WHEREOF, the Company has caused this Supplemental Plan to be
executed as of the 6th day of May, 1997, effective as set forth above.
SPRINGS INDUSTRIES, INC.
(CORPORATE SEAL)
By: /s/ J. Spratt White
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J. Spratt White
Title: Senior Vice President-
Human Resources
Attest:
/s/ Robert W. Sullivan
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Robert W. Sullivan
Assistant Secretary
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