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Exhibit 10.8
RPM, INC.
BENEFIT RESTORATION PLAN
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Effective January 1, 1991
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TABLE OF CONTENTS
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Preamble
Section I Definitions
Section II Supplemental Restoration Benefits
Section III Payment of Benefits
Section IV Miscellaneous
Section V Effective Date
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RPM, INC.
BENEFIT RESTORATION PLAN
PREAMBLE
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The principal objective of this Benefit Restoration Plan is to
provide benefits to certain employees participating in the Basic Retirement Plan
(as defined in Section I) of the Company, whose benefits from the plan are
limited by the application of Internal Revenue Code Sections 415 and 401(a)(17).
Eligibility for participation in the Plan shall be limited to executives
selected by the Board of Directors. This Plan will be effective January 1, 1991
and will be effective as to each Participant on the date he or she is designated
as such hereunder. The Company intends and desires by the adoption of this
Benefit Restoration Plan to recognize the value to the Company of the past and
present services of such employees and to encourage their continued services to
the Company by making more adequate provisions for their retirement security.
(i)
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SECTION 1
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DEFINITIONS
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1.1 ADMINISTRATOR means the Company or any person or
entity to which the authority to administer this Plan
and the Basic Retirement Plan has been delegated by
the Company.
1.2 AFFILIATE means any corporation, partnership or other
organization which, during any period of employment
of a Participant, was at least 50% controlled by the
Company or an affiliate of the Company.
1.3 BASIC RETIREMENT PLAN means the RPM, Inc. Retirement
Plan as originally effective on June 1, 1989 and as
such plan may be amended from time to time
thereafter.
1.4 BASIC DEATH BENEFIT means the amount of death benefit
payable from the Basic Retirement Plan to a
Participant's Surviving Spouse or Beneficiary, as
appropriate, determined by taking into account the
limitations contained in the Plan incorporating
Sections 415 and 401(a)(17) of the Code.
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1.5 BASIC RETIREMENT BENEFIT means the amount of
retirement benefit payable from the Basic Retirement
Plan to a Participant determined by taking into
account the limitations contained in the Plan
incorporating Sections 415 and 401(a)(17) of the
Code.
1.6 BENEFICIARY means the beneficiary or beneficiaries
designated by the Participant to receive the Basic
Death Benefit under the Basic Retirement Plan.
1.7 CODE means the Internal Revenue Code of 1986, as
amended.
1.8 COMPANY means RPM, Inc., an Ohio corporation.
1.9 PARTICIPANT means an employee of the Company or an
Affiliate designated as a participant by the Board of
Directors. An employee shall become a Participant in
the Plan as of the date he or she is individually
selected by, and specifically named in the resolution
of the Board of Directors for inclusion in the Plan.
The Board of Directors may terminate the
participation of any Participant at any time. A
Participant shall automatically cease
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to be a Participant on his date of termination of
employment.
1.10 PLAN means this RPM, Inc. Benefit Restoration Plan.
1.11 SUPPLEMENTAL DEATH RESTORATION BENEFIT means a death
benefit payable under this Plan to a Participant's
Surviving Spouse or Beneficiary, as appropriate,
equal to the Basic Death Benefit which would have
been payable to such Surviving Spouse or Beneficiary
under the Basic Retirement Plan without taking into
account the limitations contained in the Plan
incorporating Sections 415 and 401(a)(17) of the
Code, minus the Basic Death Benefit.
1.12 SUPPLEMENTAL RETIREMENT RESTORATION BENEFIT means a
retirement benefit payable under this Plan to a
Participant equal to the Basic Retirement Benefit
which would have been payable to such Participant
under the Basic Retirement Plan without taking into
account the limitations contained in the Plan
incorporating Sections 415 and 401(a)(17) of the
Code, minus the Basic Retirement Benefit.
1.13 SURVIVING SPOUSE means an individual who is a
surviving spouse as described in the Basic
Retirement Plan.
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1.14 The masculine gender, where appearing in the Plan,
will be deemed to include the feminine gender, and
the singular may include the plural, unless the
context clearly indicates the contrary.
1.15 Words and phrases used herein with initial capital
letters or quotation marks which are defined in the
Basic Retirement Plan are used herein as so defined.
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SECTION II
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SUPPLEMENTAL RESTORATION BENEFITS
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2.1 Subject to the other terms and conditions of this
Plan, the Company shall pay:
(a) a Supplemental Retirement Restoration
Benefit to each Participant who is eligible
under this Plan; and
(b) a Supplemental Death Restoration Benefit to
the Surviving Spouse or Beneficiary, as
applicable, of such a Participant.
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SECTION III
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PAYMENT OF BENEFITS
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3.1 UPON RETIREMENT
(a) The Supplemental Retirement Restoration
Benefit shall be payable to a Participant
within a reasonable time after the
Participant's retirement under the Basic
Retirement Plan on or after his completion
of five (5) years of vesting service and his
attainment of age fifty-five (55).
(b) Except as set forth below in Section 3.2, no
benefit shall be payable to a Participant
from this Plan unless a Participant has
completed at least five (5) years of vesting
service and has attained at least age
fifty-five (55). In the event that a
Participant has a termination of employment
before the date on which he has completed
five (5) years of vesting service and has
attained age fifty-five (55), the retirement
benefit payable under this Section 3.1 shall
be forfeited and the Participant shall not
be entitled to receive payment of any
benefit whatsoever under this Plan.
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3.2 UPON DEATH
(a) The Supplemental Death Restoration Benefit
shall be payable to the Participant's
Surviving Spouse within a reasonable time
after the death of a Participant who had not
yet retired under the Basic Retirement Plan,
or who had terminated employment on or after
his completion of five (5) years of vesting
service and his attainment of age fifty-five
(55) and been eligible for a future
retirement benefit under the Basic
Retirement Plan, but died prior to the
payment or commencement of payment thereof.
(b) The Supplemental Death Restoration Benefit
shall be payable to the Participant's
Beneficiary within a reasonable time after
the death of a Participant who had completed
twenty (20) years of vesting service and had
attained age sixty (60) but who had not yet
retired under the Basic Retirement Plan or
who had terminated employment on or after
his completion of twenty (20) years of
vesting service and attainment of age sixty
(60) and been eligible for a future
retirement benefit under the Basic
Retirement Plan, but died
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prior to the payment or commencement of
payment thereof.
(c) Except as provided in paragraph (b) above,
if a Participant has no Surviving Spouse at
the time of his death, no Supplemental Death
Restoration Benefit will be payable on his
behalf.
3.3 LUMP SUM PAYMENT
The Supplemental Retirement Restoration Benefit or
the Supplemental Death Restoration Benefit shall be
payable in the form of a lump sum using the actuarial
assumptions set forth in the Basic Retirement Plan.
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SECTION IV
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MISCELLANEOUS
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4.1 ADMINISTRATION. The operation of this Plan, in
respect of the Participants and their Surviving
Spouses and Beneficiaries, shall be administered by
the Administrator. The Administrator shall have the
same type and extent of authority to administer this
Plan and to make, amend and interpret all appropriate
rules and regulations for the administration of this
Plan as said Administrator has in respect of the
Basic Retirement Plan. Any determination of the
Administrator in respect of this Plan shall be final,
conclusive and binding on the Company, any
Participant, and his Surviving Spouse and any
Beneficiaries. Except as set forth herein, benefits
payable under this Plan shall be processed pursuant
to and shall be subject to the rules set forth in the
Basic Retirement Plan with respect to administrative
procedures including but not limited to the
administrative appeal procedures in the event a
benefit is denied hereunder.
4.2 TERMINATION. This Plan may be terminated at any
time by the Board of Directors of the Company, in
which event the rights of Participants to their
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accrued Supplemental Restoration Benefits established
under this Plan shall become nonforfeitable. Unless
the Board of Directors of the Company takes specific
action to continue this Plan, the Plan shall
automatically terminate on the same date that benefit
accruals cease under the Basic Retirement Plan. In
the event of termination of this Plan, the Company
shall remain obligated to pay benefits to those
employees who are Participants on the date of such
termination to the extent and on the same date as
such benefits would otherwise be payable under this
Plan as if it had not been terminated; provided,
however, that solely for the purpose of determining
the amount of the benefit payable to such
Participants upon actual retirement, such
Participants shall be deemed to have retired on the
date of such termination of this Plan.
Notwithstanding the above, the Company, in its sole
discretion, may, in lieu of making a future benefit
payment, make payment to any Participant on any date
before the payment date otherwise provided for under
this Plan.
4.3 NONASSIGNABILITY. The right to receive any benefit
under this Plan may not be anticipated, alienated,
sold, transferred, assigned, pledged, encumbered or
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subjected to any charge or legal process, and if any
attempt is made to do so, or a person eligible for
any benefit hereunder becomes bankrupt, the interest
hereunder of the person affected may be terminated by
the Company, and the Company may cause the same to be
held or applied for the benefit of such person or his
or her dependents in such manner as it deems proper.
4.4 RIGHTS. Nothing in this Plan shall be construed as
giving any employee the right to be retained in the
employ of the Company. The Company expressly reserves
the right to dismiss any employee at any time without
regard to the effect which such dismissal might have
upon him under the Plan. This Plan is not, and is not
to be construed as a contract of employment. Nothing
contained herein shall give or shall be construed to
give any Participant any right to continue in the
employ of the Company or to otherwise enlarge or
affect employment status or rights.
4.5 AMENDMENT. This Plan may be amended at any time by
the Board of Directors of the Company, except that
no such amendment shall deprive any Participant of
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his Supplemental Restoration Benefit accrued at the
time of such amendment.
4.6 FUNDING. Benefits payable under this Plan shall
not be funded and payments shall be made out of the
general funds of the Company.
4.7 ACTUARY. An actuary may be employed to advise the
Company and the Administrator as to the actuarial
matters relating to this Plan.
4.8 NATURE OF THIS PLAN. This Plan is not intended to be
a qualified pension plan or to be a benefit or
welfare plan subject to ERISA. Benefits payable
hereunder shall be a general, unsecured obligation to
be paid by the Company from its own funds, and no
liability for payments hereunder shall be imposed
upon any officer, director, employee or stockholder
of the Company. The adoption of this Plan and the
setting aside of any funds by the Company with which
to discharge its obligations hereunder shall not be
deemed to create a trust. Legal and equitable title
in any funds so set aside shall remain in the
Company, and no recipient of benefits hereunder shall
have any security or other interest in such funds.
Any and all such funds so
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set aside shall remain subject to the claims of the
general creditors of the Company. Nothing herein
shall require the Company to set aside any funds for
purposes of this Plan, but the Company may do so if
it chooses.
4.9 EFFECT ON QUALIFIED PLAN. The adoption,
administration, amendment or termination of the
Plan shall have no effect on the Basic Retirement
Plan.
4.10 BINDING EFFECT. This Plan shall be binding upon
and inure to the benefit of the Company, its
successors and assigns, and the Participants, their
heirs and legal representatives.
4.11 PRIOR PLANS. This Plan shall supersede any and all
other plans or agreements between the Company and
Participants hereunder relating to the provision of
supplemental retirement benefits or deferred
compensation.
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SECTION V
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EFFECTIVE DATE
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5.1 This Plan shall be construed, administered and
enforced according to the laws of the State of
Ohio.
5.2 This Plan is effective January 1, 1991.
IN WITNESS WHEREOF, the Company has executed this document
this 1st day of January, 1991.
RPM, INC.
By: /s/ Thomas C. Sullivan
__________________________
Chairman of the Board
And: /s/ Richard E. Klar
_________________________
Vice President, Treasurer
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