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Exhibit 10.9
FOREST CITY ENTERPRISES, INC.
SUPPLEMENTAL UNFUNDED
DEFERRED COMPENSATION PLAN FOR EXECUTIVES
PLAN STATEMENT
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PREAMBLE
This Plan is an unfunded deferred compensation arrangement for a select group
of management or highly compensated personnel of Forest City Enterprises,
Inc. and all rights hereunder shall be governed by and construed in accordance
with the laws of the State of Ohio.
The Plan consists of this Plan Statement, which incorporate the general
provisions and guidelines of the plan which shall apply equally to all Plan
participants, and separate individual deferred compensation Agreements, the
provisions of each of which will apply solely to the Plan Participant with
respect to whom the Agreement has been entered into.
ARTICLE I
Definitions
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The following words and phrases as used herein shall have the following
meanings unless a different meaning is plainly required by the context:
1. 1 "ACTUARIAL EQUIVALENT" shall mean an amount of equal value when
computed on the basis of interest, mortality and other tables as
shall be adopted from time to time by the Committee for purposes of
the Plan.
1. 2 "AGREEMENT" shall mean a written agreement between a Participant and
the Corporation, specifying the benefits to which such Participant
shall be entitled under the Plan, and such other special provisions as
are applicable to such Participant. In the event of any conflict or
inconsistency between his Plan Statement and an Agreement, the terms
of the Agreement shall control.
1. 3 "BENEFICIARY" shall mean such person or person's as a Participant
may from time to time, by notice to the Corporation on a form made
available by the Committee for such purpose, designate to receive any
benefit payable in the event of his death, and means the estate of the
Participant if no valid beneficiary designation is in effect at the
time of a Participant's death.
1. 4 "BOARD" shall mean the Board of Directors of the Corporation.
1. 5 "COMMITTEE" shall mean the Committee appointed by the Board to
administer the plan.
1. 6 "COMPENSATION" shall mean the basic cash remuneration payable to a
Participant which was attributable to his employment with the Corporation
during the 1996 calendar year, excluding bonuses, overtime, and incentive
pay and annual Corporation contributions not in excess of 6% of the first
$25,000 of compensation which are made to the Corporation's bonus plan.
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1. 7 "CORPORATION" shall mean Forest City Enterprises, Inc.
1. 8 "DISABILITY" shall mean a mental or physical disability of at least
six months duration which the Committee expects will render the
Participant unable to engage in any occupation or employment for
remuneration or profit for the duration of such person's life.
Any Participant who is so disabled may be required to submit to
medical examination at any time prior to his Normal Retirement Date,
but not more often than semi-annually, to determine whether he is still
entitled to benefits under the Plan by reason of such Disability.
Should such a disabled Participant refuse to submit to medical
examination, any Plan benefits shall be discontinued until the
withdrawal of such refusal.
If prior to his Normal Retirement Date, a Participant is no longer
disabled, any benefits under the Plan payable by reason of such
Disability shall cease. Unless he is then reemployed by the
Corporation, he shall be deemed to have terminated his employment for
purposes of the Plan as of the date he became disabled.
1. 9 "NORMAL RETIREMENT BENEFIT" shall mean a benefit payable in cash in
equal installments on a monthly basis, for 120 or 180 months certain
as provided in the Agreement.
1.10 "NORMAL RETIREMENT DATE" shall mean the first day of the month next
following a Participant's attainment of age 65.
1.11 "PARTICIPANT" shall mean an employee of the Corporation serving in an
executive or other managerial capacity who is selected by the
Committee to participate in the Plan, and with whom the Corporation
has entered into an Agreement.
1.12 "PLAN" shall mean the Forest City Enterprises Supplemental Unfunded
Deferred Compensation Plan for Executives, consisting of this Plan
Statement and separate, individual Agreements with Plan Participants.
1.13 "SERVICE" shall mean the aggregate period of a Participant's employment
with the Corporation since his original date of hire, as determined
by the Committee in accordance with uniform rules, treating persons
similarly situated in a similar manner.
1.14 The masculine pronoun wherever used shall include the feminine pronoun,
and the singular shall include the plural.
ARTICLE II
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Eligibility for Benefits
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2.1 NORMAL RETIREMENT
A Participant who terminates employment on his Normal Retirement Date
shall be entitled to his Normal Retirement Benefit commencing on the
first day of the month after such termination of employment. In the
event of the death of such a Participant prior to having received
benefits for the 120 or 180 months, benefits shall be paid to his
Beneficiary until a total of 120 or 180 payments have been paid to the
Participant and his Beneficiary.
2.2 OTHER AGE RETIREMENT
With the consent of the Committee, actuarially adjusted benefits may
be payable at an earlier or later age.
2.3 DISABILITY
A Participant who terminates employment by reason of Disability shall
be entitled to a benefit commencing immediately which is the Actuarial
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Equivalent of his Normal Retirement Benefit. The Disability
retirement benefit shall be payable for 120 or 180 months certain.
2.4 DEATH
Upon a Participant's death prior to termination of employment, his
Beneficiary shall be paid a lump sum death benefit which is the
Actuarial Equivalent of his Normal Retirement Benefit.
2.5 VESTING
If a Participant's employment with the Corporation terminates other
than in accordance with Sections 2.1, 2.2, 2.3, or 2.4 prior to
completing 10 years of Service, no retirement benefit shall be payable
from this Plan.
If a Participant's employment with the Corporation terminates other
than in accordance with Sections 2.1, 2.2, 2.3 or 2.4 on or after
completing 10 years of Service, he shall be entitled to a percentage
of his Normal Retirement Benefit, commencing on his Normal Retirement
Date, determined in accordance with the following schedule:
Years of Service Percentage
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10 years but less than 11 years 50%
11 years but less than 12 years 60%
12 years but less than 13 years 70%
13 years but less than 14 years 80%
14 years but less than 15 years 90%
15 or more years 100%
ARTICLE III
Administration
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3.1 Subject to the provisions of the Plan, full power and authority to
construe, interpret and administer the Plan shall be vested in the
Committee as from time to time constituted by the Board.
3.2 Decisions and determinations by the Committee shall be final and
binding upon all parties, including the Corporation, shareholders,
employees and Participants and their Beneficiaries and personal
representatives. The Committee shall have the authority to interpret
the Plan, to establish and revise rules and regulations relating to
the Plan, and to make any other determinations that it believes
necessary or advisable for the administration of the Plan.
3.3 No member of the Committee shall be liable for any act done or
determination made in good faith.
ARTICLE IV
Funding
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4.1 Nothing in this Plan shall be interpreted or construed to require the
Corporation in any manner to fund its obligations to Participants
hereunder.
4.2 In the event that the Corporation shall decide to establish an
advance accrual reserve on its books against the future expense of
this Plan, such reserve shall not under any circumstances be deemed
to be an asset of this Plan nor a source of payment of any claims
under this Plan but, at all times, shall remain a part of the general
assets of the Corporation, subject to the claims of the Corporation's
creditors.
4.3 A person entitled to a benefit in accordance to the provisions of this
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Plan shall have a claim upon the Corporation only to the extent of the
monthly payments thereof, if any, due up to and including the then
current months and shall not have a claim upon the Corporation for
any subsequent monthly payment unless and until such payment shall
become due and payable.