EXHIBIT 10.5
JO-ANN STORES, INC.
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(FORMERLY KNOWN AS THE FABRI-CENTERS OF AMERICA, INC.
SUPPLEMENTAL RETIREMENT BENEFIT PLAN)
JO-ANN STORES, INC.
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
Jo-Ann Stores, Inc. hereby establishes, effective April 1, 1979, this
supplemental retirement benefit plan for the purpose of supplementing the
retirement benefits of certain officers and other management employees who are
selected to participate in the plan in accordance with the terms of this
instrument.
ARTICLE I
DEFINITIONS
For the purpose hereof, the following words and phrases shall have the
meanings indicated, unless a different meaning clearly is required by the
context:
1. "Plan" means the supplemental retirement benefit plan as set forth
herein, together with all amendments thereto, which Plan shall be called the
"Jo-Ann Stores, Inc. Supplemental Retirement Benefit Plan".
2. "Company" means Jo-Ann Stores, Inc., an Ohio Corporation, its
corporate successors, the surviving corporation resulting from any merger or
consolidation of Jo-Ann Stores, Inc. with any other corporation or corporations,
and any subsidiary of any such corporation or its subsidiaries.
3. "Employee" means any salaried employee of the Company whose
principal responsibilities are executive or managerial, who may or may not be an
officer of the Company or a member of its Board of Directors.
4. "Participant" means any Employee who is selected from time to time
by the Board of Directors of the Company to participate in the Plan.
5. "Retirement" means the cessation of a Participant's active full-time
employment with the Company, and the "normal retirement date" with respect to a
Participant, means the date on which he attains age 65.
6. "Total disability" means incapacity which
(a) results from bodily or mental ailment or injury to the
Participant,
(b) commences after the date on which he becomes a participant,
and
(c) continuously prevents the Participant from working for pay or
profit.
During the first 36 months of total disability, "working" means engaging in the
regular occupation, business or profession of the Participant immediately prior
to the commencement of total disability; and thereafter "working" means engaging
in any occupation, business or profession for which the Participant is or
becomes reasonable fitted by education, training or experience. The total and
irrecoverable loss of sight of both eyes or of use of both hands, or both feet,
or one hand and one foot will be considered to be an incapacity which
continuously prevents the Participant from working for pay or profit, whether or
not the Participant is prevented from working.
7. The "Beneficiary" of a Participant or retired Participant means the
person or persons who shall have been designated by him from time to time in a
writing signed by him and delivered to the Company.
8. "Maximum Supplemental Retirement Benefit Amount" for each
Participant shall be the amount determined by the Board of Directors for such
Participant upon his selection as a Participant or such greater amount as the
Board of Directors may from time to time determine. The company shall maintain a
Schedule in connection with this Plan on which shall be set forth the name of
each Participant and, opposite his name, his maximum Supplemental Retirement
Benefit Amount.
ARTICLE II
SUPPLEMENTAL NORMAL RETIREMENT BENEFITS
1. Eligibility. A Participant who retires on or after his normal
retirement date shall be eligible for a supplemental normal retirement benefit.
2. Amount of Payment. The supplemental normal retirement benefit of a
Participant who is eligible therefor under this Article shall be an amount equal
to his Maximum Supplemental Retirement Benefit Amount (reduced by the total of
any amounts previously received by the Participant as supplemental disability
retirement benefit payments under Article
IV of the Plan) and shall be payable in 180 equal consecutive monthly
installments. Monthly supplemental normal retirement benefits shall be paid to
the retired participant commencing with the month following the month in which
he retires, and shall be payable monthly thereafter during the remainder of such
180-month term; provided, however, that if the retired Participant dies before
the expiration of the 180-month period beginning with the month in which his
supplemental retirement benefit payments commence, monthly payments in the same
amount shall be continued to his Beneficiary for the remainder of such 180-month
term.
ARTICLE III
SUPPLEMENTAL EARLY RETIREMENT BENEFITS
1. Eligibility. A Participant who leaves the employ of the Company
before his normal retirement date (except for cause or due to total disability)
and who, upon leaving, either:
(a) has been employed by the Company for at least twenty (20)
years; or
(b) has been employed by the Company for at least ten (10) years
and has attained age 55; shall be eligible for a supplemental
early retirement benefit.
2. Amount and Payment. The supplemental early retirement benefit of a
Participant who is eligible therefor under this Article shall be an amount equal
to his Maximum Supplemental Retirement Benefit Amount (reduced by the total of
any amounts previously received by the Participant as supplemental disability
retirement benefit payments under Article IV of the Plan) reduced by five
percent (5%) for each full year by which the date on which the Participant
leaves the employ of the Company precedes the date on which the Participant
attains age 66; provided, however, that such reduction shall not exceed fifty
percent (50%). Payment of a supplemental early retirement benefit shall be made
in the same manner as a supplemental normal retirement benefit commencing with
the month following the month in which the participant attains age 65.
ARTICLE IV
SUPPLEMENTAL DISABILITY RETIREMENT BENEFITS
1. Eligibility. A Participant who becomes totally disabled and whose
employment with the company is terminated due to such total disability shall be
eligible for a supplemental disability retirement benefit.
2. Amount and Payment. The supplemental disability retirement benefit
of a Participant who is eligible therefor under this Article shall be an amount
equal to his Maximum Supplemental Retirement Benefit Amount and shall be payable
in 240 equal consecutive monthly installments. Monthly supplemental disability
retirement benefits shall be paid to the totally disabled Participant's total
disability as the Company in its sole discretion shall determine (but in any
event not later than the month following the Participant's normal retirement
date) and shall be payable monthly thereafter until either (a) the Participant
recovers from the total disability prior to his normal retirement date or (b)
the 240th monthly supplemental disability retirement benefit payment is made;
provided, however, that if the totally disabled Participant dies without having
recovered from such total disability prior to his normal retirement date and
before the 240th monthly supplemental disability retirement benefit payment is
made, monthly supplemental disability retirement benefit payments in the same
amount shall be made to this Beneficiary until the 240th monthly supplemental
disability retirement benefit payment is made.
3. Proof of Total Disability. The Company may require, to its
satisfaction, certification of a Participant's total disability from a physician
acceptable to the Company (a) before any supplemental disability retirement
benefit payments are made under this Article and (b) from time to time in the
event payment of the supplemental disability retirement benefit commences prior
to the Participant's normal retirement date.
4. Recovery. In the event a Participant recovers from total disability
prior to his normal retirement date and before the 240th supplemental monthly
disability retirement benefit payment is made, such payments shall cease. If,
following such recovery, the Participant returns to the employ of the Company
and subsequently again becomes totally disabled and as a result thereof leaves
the employ of the Company, the monthly supplemental disability retirement
benefit payments shall resume and continue until a total of 240 such payments
have been made in connection with all periods during which the Participant was
totally disabled.
ARTICLE V
FORFEITURE
The right of any Participant to a supplemental retirement benefit will
be forfeited or, if payment thereof has begun, all further payments, whether to
a Participant or to any person claiming under or through him, will be discounted
and forfeited in the event:
(a) such Participant is discharged for cause (which shall consist
solely of disloyalty to the company: the commission of a felonious act in or a
determination by the President, or the Board of Directors in the case of an
officer of the Company, that the Participant has consistently failed to perform
his assigned responsibilities in the best interests of the Company);
(b) such Participant wrongfully discloses any secret process or trade
secret of the Company or any of it's subsidiaries;
(c) Such Participant engages, either directly or indirectly, as an
officer, trustee, employee, consultant, partner, or substantial shareholder, on
his own account or in any other capacity in a business venture at any time prior
to the expiration of 10 years following his normal retirement date, and which
the Company's Board of Directors reasonably shall determine
to be competitive with the Company to a degree materially contrary to the
Company's best interests; or
(d) it is discovered following termination of such Participant's
employment with the Company that in connection with his employment such
Participant committed acts constituting grounds for discharge for cause.
ARTICLE VI
ADMINISTRATION
The Company shall be responsible for the general administration of the
Plan, for carrying out the provisions of the Plan, and for making any required
supplemental retirement benefit payments. The Company shall have all such powers
as may be necessary to carry out the provisions of the Plan, including the power
to determine all questions relating to eligibility for and the amount of any
supplemental retirement benefits and all questions pertaining to claims for such
benefits and procedures for claim review; to resolve all other questions arising
under the Plan, including any questions of construction; and to take such
further action as the Company shall deem advisable in the administration of the
Plan. The actions taken and the decisions made by the Company hereunder shall be
final and binding upon all interested parties.
ARTICLE VII
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate the Plan at any
time by action of its Board of Director; provided, however, that no such action
shall adversely affect any individual who is a Participant under the Plan prior
to such amendment or termination or any Participant or Beneficiary who is
receiving supplemental retirement benefit payments hereunder.
ARTICLE VIII
MISCELLANEOUS
1. Non-Alienation of Rights or Benefits. Neither the Participant nor
any Beneficiary shall encumber or dispose of his right to receive any payments
hereunder, which payments or the right thereto are expressly declared to be
non-assignable and nontransferable. If a Participant or Beneficiary without the
written consent of the Company attempts to assign, transfer, alienate or
encumber his right to receive any payment hereunder or permits the same to be
subject to alienation, garnishment, attachment, execution or levy of any kind,
then thereafter during the life of such Participant or of such Beneficiary, as
the case may be, and also during any period in which any Participant's
Beneficiary is incapable in the judgement of the Company of attending to his
financial affairs, any payment which the Company is required to make hereunder
may be made, in the discretion of the Company, directly to such Participant or
to such Beneficiary or to any other person for his use or benefit or that of his
dependents, if any, including any person furnishing goods or services to or for
his use or benefit or the use or benefit of his dependents, if any. Each such
payment may be made without the intervention of a guardian, the receipt of the
payee shall constitute a complete acquittance to the Company with respect
thereto, and the Company shall have no responsibility for the proper application
thereof.
2. No Death Benefit. No benefits shall be payable under this Plan in
the event a Participant dies prior to retirement.
3. Plan Non-Contractual. Nothing herein contained shall be construed as
a commitment or agreement on the part of any person employed by the Company to
continue his employment with the Company, and nothing herein contained shall be
construed as a commitment on the part of the Company to continue the employment
or the annual rate of compensation of any such person for any period, and all
participants shall remain subject to discharge to the same extent as if this
Plan has never been put into effect.
4. Interest of Participant. The obligation of the Company under the
Plan to provide the Participant with a supplemental retirement benefit merely
constitutes the unsecured promise of the Company to make payments as provided
herein, and neither any Participant nor any person claiming under or through any
Participant shall have any interest in, or any lien or prior claim upon, the
property of the Company. 5. Claims of Other Persons. The provisions of this Plan
shall in no event be construed as giving any person, firm or corporation, any
legal or equitable right as against the Company, its officers, employees, or
directors, except any such rights as are specifically provided for in the Plan
or are hereafter treated in accordance with the terms and provisions of the
Plan.
5. Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and this Plan
shall be construed in all respects as if such invalid or unenforceable provision
were omitted herefrom.
6. Governing law. The provisions of the Plan shall be governed by and
construed in accordance with the laws of the State of Ohio.
7. Successors and Assigns. This Plan and the obligations created
hereunder shall be binding upon the Company and its successors and assigns:
EXECUTED at Beachwood, Ohio, this 30th day of August, 1982.
JO-ANN STORES, INC.
BY: /s/ Martin Rosskamm
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Martin Rosskamm
TITLE: Chairman of the Board
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AND: /s/Alan Rosskamm
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Alan Rosskamm
TITLE: President
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