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EXHIBIT 10
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED MAY 3, 1995
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SECTION 1. ESTABLISHMENT OF THE PLAN
1.1 ESTABLISHMENT OF THE PLAN. Eagle-Picher Industries, Inc. (the
"Company") established, effective November 4, 1987, this supplemental
retirement plan for eligible employees of the Company, which plan shall be
known as the EAGLE-PICHER SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Plan").
1.2 DESCRIPTION OF THE PLAN. This Plan has been established as an
unfunded plan in order to provide supplemental retirement benefits for a select
group of management or highly compensated employees and as such the Plan is
exempt from the participation, vesting, funding and fiduciary requirements of
Title I of the Employee Retirement Income Security Act of 1974, as amended.
SECTION 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used in the Plan, the following terms
shall mean:
(a) "Accrued Benefit" means the benefit payable to the Member
under Section 4.1 or Section 4.2 determined as if the Member's
participation under the Plan terminated as of the date the
accrued benefit is being measured.
(b) "Affiliate" means each wholly-owned subsidiary of the Company.
(c) "Board of Directors" means the Board of Directors of
Eagle-Picher Industries, Inc.
(d) "Committee" means the Committee as defined in Section 6.1
hereof.
(e) "Company" means Eagle-Picher Industries, Inc., or any
successor thereto.
(f) "Effective Date" means November 4, 1987.
(g) "Final Average Monthly Salary" means the sum of the Employee's
Salary for the five consecutive calendar years of his service
as a Member of this Plan in which
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he had the highest Salary during his last ten calendar years
of service as a Member of this Plan divided by 60.
(h) "Other Pension" means the actuarial equivalent life annuity
value of any benefit from any qualified defined benefit or
defined contribution plan maintained by the Company or an
Affiliate (other than the Eagle-Picher Savings Plan) and the
Member's Primary Social Security.
(i) "Participant" means key employees designated by the Board of
Directors.
(j) "Plan" means The Eagle-Picher Industries, Inc. Supplemental
Executive Retirement Plan.
(k) "Plan Year" means the fiscal year of the Company (which
presently ends November 30).
(l) "Primary Social Security" means the monthly benefit which a
retired Member or a terminated Member receives or would be
entitled to receive at his 62nd birthday, or in the case of a
Member who terminates employment after age 62, at the date his
Benefit Service terminates as a primary insurance amount under
the U.S. Social Security Act, as amended, whether he applies
for such benefit or not, and even though he may lose part or
all of such benefit for any reason. The amount of such
Primary Social Security to which the retired or terminated
Member is or would be entitled shall be estimated and computed
by the Company for the purposes of the Plan as of the January
1 of the calandar year of retirement or termination on the
following basis:
(1) For a Member whose Benefit Service terminates on or
after his Normal Retirement Age, on the basis of the
U.S. Social Security Age as amended
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and in effect, and the rate in effect, on the
January 1 coincident with or next preceding his
Normal Retirement Date (regardless of any
retroactive changes made by legislation enacted
after said January 1).
(2) For a Member whose Benefit Service
terminates prior to his Normal Retirement Age, on the
basis and at the rate of the U.S. Social Security Act
as amended and in effect on the January 1 coincident
with or next preceding the date of termination of his
Benefit Service (regardless of any retroactive
changes made by legislation enacted after said
January 1), and, assuming that he will continue to
have each year until he reaches age 62, annual
compensation in covered employment under the Act at
least equal to the maximum earnings which are
considered compensation subject to tax under the Act.
In the case of a Member whose projected Benefit Service at
age 62 will be less than 25 years, the amount of the Member's
Primary Social Security will be prorated based on Benefit
Service projected to age 62 (maximum 25 years) divided by
25 years. If a Member's Benefit Service terminates after age
62 and is less than 25 years, his Primary Social Security
will be prorated based on actual years of Benefit Service
(maximum 25 years) divided by 25 years.
(m) "Normal Retirement Age" means a Member's age when he
has attained his 62nd birthday
and has completed ten years of Vesting Service.
(n) "Normal Retirement Date" means the
first day of the calendar month coincident with or
next following a Member's Normal Retirement Age.
(o) "Salary" means a Member's total
aggregate calendar year compensation before any
deferral under the Eagle-Picher Savings Plan or the
Eagle-Picher Flex Plan,
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including bonuses, commissions, overtime pay and
severance pay, but excluding fringe benefits
(including but not limited to automobile allowances,
imputed income from group term life insurance,
relocation allowances, income from the exercise
of non-qualified stock options or disposition
of incentive stock option stock, interest
reimbursements, and income from annuity purchases
under Section 5.1 or tax reimbursements under
Section 5.2 of this Plan). Bonuses accrued after
1984 shall be included in Salary for the calendar
year of accrual if actually paid by January 15th of
the following year. All other bonuses shall be
included in Salary for the calendar year in which
paid.
2.2 GENDER REFERENCE. Any words in this Plan document (or
amendments to it) which are used in one gender shall be read and construed to
mean or include the other sender wherever they would so apply.
SECTION 3. MEMBERSHIP AND SERVICE
3.1 MEMBERSHIP. A person will become a Member upon designation by
the Board of Directors. A Member's participation in the Plan may be terminated
by action of the Board of Directors if the Member's position with the Company
is changed.
3.2 SERVICE. A Member's Vesting Service and Benefit Service under
the Plan shall be computed in the same manner as they would be computed under
the Eagle-Pitcher Salaried Plan; provided, however, that the Executive
Committee of the Board of Directors, in its discretion, may grant additional
Vesting Service and Benefit Service to a Member by written notice to the Member
with a copy to the Committee.
SECTION 4. BENEFITS
4.1 TERMINATION ON OR AFTER AGE 62. The monthly benefit payable for
life
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commencing at age 62 for an individual who terminates employment with
the Company or an Affiliate on or after attainment of age 62 with at least 10
years of Vesting Service shall be equal to:
(1) .024 multiplied by the Member's Final Average Monthly Salary
and multiplied by his Benefit Service (maximum 25 years)
(2) minus any Other Pension payable at that date.
4.2 TERMINATION BEFORE AGE 62. The monthly benefit payable for life
commencing at age 62 for an individual who terminates employment with the
Company or an Affiliate before age 62 with at least 10 years of Vesting
Service shall be equal to:
(1) .024 multiplied by the Member's Final Average Monthly Salary
and multiplied by his Benefit Service projected to age 62
(maximum 25 years)
(2) minus any Other Pension (projecting service to age 62, using
the Member's current Final Average Monthly Salary and the
Member's Primary Social Security payable at age 62)
(3) multiplied by Benefit Service earned (maximum 25 years)
divided by Benefit Service projected to age 62 (maximum
25 years);
provided, however, that in no event shall the sum of the Member's Other
Pension and the benefit payable under this section be less than .024
multiplied by the Member's Final Average Monthly Salary and multiplied by his
Benefit Service earned (maximum 25 years).
4.3 TERMINATION WITHOUT 10 YEARS OF VESTING SERVICE. A Member who
terminates employment with the Company or an Affiliate before earning ten years
of Vesting Service shall not be entitled to any benefits under this Plan.
4.4 FORM OF BENEFITS. The normal form of benefits payable under
this Plan
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shall be monthly payments for the life of the Member. To the extent
the Company has purchased annuity contracts for the Member's Accrued Benefit
under the Plan, payments made under the annuity contracts shall satisfy the
Company's obligation hereunder.
SECTION 5. ANNUITY PURCHASES AND TAX REIMBURSEMENT
5.1 ANNUITY PURCHASES. The Company may purchase single premium
annuity contracts from time to time to provide for a Member's Accrued Benefit
under the Plan. Upon a Member's
termination of employment, the Company may distribute the cost of purchasing an
annuity to the Member rather than purchasing an annuity for the portion of his
benefit not otherwise provided for.
5.2 TAX REIMBURSEMENT. The Company will reimburse the Member an
amount calculated to approximate the income and excise tax liability
attributable to any annuity purchase. The Committee shall determine the
federal, state and local tax rates to be used. The Committee's determination
of these tax rates shall be final. The Member will have a basis in the annuity
contract equal to the amount the Company pays for the annuity.
SECTION 6. ADMINISTRATION
6.1 PLAN ADMINISTRATOR AND FIDUCIARY. The Committee shall be the
Plan Administrator and shall be named fiduciary under the Plan. The Committee
shall consist of not less than three persons (who may be Members) who shall be
appointed by the Board of Directors. The number of members on the Committee
may be increased or decreased from time to time provided the total number of
members shall at all times be an odd number and shall not be less than three.
A member of the Committee may resign or he may be removed by the Board of
Directors.
6.2 CHAIRMAN AND SECRETARY. The Committee shall select a Chairman
and
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may select a Secretary (who need not be a member of the Committee) to keep
its records or to assist it in the performance of any of its functions.
6.3 POWERS AND DUTIES. The Committee shall administer the Plan and
shall have the power and the duty to take all action, and to make all decisions
necessary or proper to carry out the Plan, including, without limitation, the
following:
(a) To interpret the Plan, which interpretations shall be final
and conclusive;
(b) To resolve all questions concerning the Plan;
(c) To compute the benefit to be paid to any person under the Plan.
Provided, however, that the Committee may delegate all or part of its
powers and duties in connection with administering the Plan to a named delegate.
6.4 APPOINTMENT OF AGENTS AND DELEGATION OF DUTIES. The Committee
may appoint such accountants, actuaries, counsel, specialists and other persons
as it shall deem necessary or desirable in connection with the administration
of the Plan. The Committee and any person to whom it may delegate any duty or
power in connection with administering the Plan shall be entitled to rely
conclusively upon, and shall be fully protected in any action taken by them in
good faith in reliance upon, any tables, valuations, certificates, opinions or
reports which shall be furnished to them by any such actuary, counsel or other
specialist.
6.5 ACTION OF COMMITTEE. The Committee may act by a majority of
its members either at a meeting or in writing without a meeting.
6.6 COMPENSATION. Unless otherwise agreed to by the Company,
members of the Committee shall serve without compensation. All expenses of the
Committee shall be paid by the Company.
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6.7 INDEMNITY FOR LIABILITY. The Company shall indemnify the
Committee, its members and delegates, against any and all claims, losses,
damages, expenses, including counsel fees, incurred by these parties and any
liability, including any amounts paid in settlement with the Committee's
approval, arising from the Committee's, its members' and/or delegates' action
or failure to act, except when the same is judicially determined to be
attributable to the gross negligence or willful misconduct of such Member.
6.8 CLAIMS PROCEDURE.
(a) Claim, Denial and Notice: All claims for benefits shall be in
writing and signed by the Member or Beneficiary. Any Member
or Beneficiary whose written request to the Committee for
benefits has been denied in whole or in part shall be
furnished with written notice of the denial of this claim by
the Committee within sixty (60) days of receipt by the
Committee of the claim. Such notice shall be written in a
manner calculated to be understood by the Member or
Beneficiary and shall contain the specific reasons for such
denial, specific references to pertinent Plan provisions on
which the denial is based, a description of additional
material or information which is needed to complete the claim
and why such is necessary, and an explanation of the Plan's
appeal procedure.
(b) Appeal: Within sixty (60) days after the receipt of a notice
that his claim was denied, the claimant may appeal in writing
the denial of his claim to the Committee stating the reason
for his appeal and submitting any issues or comments for the
Committee's review.
(c) Decision on Appeal: Within sixty (60) days of receipt of an
appeal, the Committee shall mail to the applicant a written
notice of its decision setting forth
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in a manner calculated to be understood by the applicant the specific
reasons for its decision and specific references to the pertinent Plan
provisions on which the Committee's decision was based.
SECTION 7. AMENDMENT AND TERMINATION
7.1 AMENDMENT AND TERMINATION. Eagle-Picher Industries, Inc.
reserves the right to make any modifications or amendments to the Plan or to
terminate it at any time for any reason. No amendment or termination of the
Plan shall reduce benefits already accrued and vested under the Plan.
SECTION 8. MISCELLANEOUS AND APPLICABLE LAW
8.1 NO GUARANTEE OF EMPLOYMENT. The Plan shall not be deemed a
contract of employment between the Company and any Member, nor shall it impede
the right of the Company to discharge any Member at any time.
8.2 APPLICABLE LAW. The Plan and all rights hereunder shall be
governed by and construed according to the laws of the State of Ohio.
IN WITNESS WHEREOF, this document is executed on May 3, 1995.
EAGLE-PICHER INDUSTRIES, INC.
By: /s/ Thomas E. Petry
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Thomas E. Petry, Chief Executive
Officer and Chairman of the Board
ATTEST:
/s/ James A. Ralston
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James A. Ralston, Secretary
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