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EXHIBIT 10.16
SUPPLEMENTAL PENSION PLAN B
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APPLICABLE TO
ELECTED SALARIED CORPORATE OFFICERS
OF
WERNER HOLDING CO. (DE), INC., ITS PARENT AND ITS SUBSIDIARIES
AMENDED JULY 24, 1992
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Section 1 - Purpose:
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a) To recognize unusual dedication, significant additional longevity,
superb effort, and outstanding personal contributions of elected
salaried Corporate officers.
b) To reward deserving elected salaried Corporate officers for outstanding
contributions to the Company's growth, success and profits.
c) To provide a method to compensate for unusual situations which may
develop under the qualified Retirement Plan for Salaried Employees of
the Company due to changes made from time to time in the plan,
limitations imposed on the administration of the plan by ERISA,
employment past age 65, significant longevity, inflation and other
factors.
d) To supplement the Company's qualified Retirement Plan for Salaried
Employees with a Supplemental Pension Plan, as hereinafter set forth.
Section 2 - Eligibility:
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Effective March 21, 1980, all elected salaried Corporate officers actively
employed on the Effective Date or elected salaried Corporate officers
retired prior to the Effective Date and, in both cases, whose years of
service (N2) as an elected salaried Corporate officer were at least 10
years.
Effective January 1, 1986, all elected salaried Corporate officers actively
employed on the Effective Date, Elected Salaried Corporate officers employed
after the Effective date, or elected salaried Corporate officers retired
prior to the Effective Date and, in each case, whose years of service (N2)
as an elected salaried Corporate officer were at least 10 years.
Effective January 1, 1989, eligibility shall be further subject to periodic
specific designation by the Board of Directors of the Company of the
individual employee involved.
Effective January 1, 1992, eligibility for the Inflation Adjustment shall be
limited to those retired elected salaried corporate officers participating
in this Supplemental Pension Plan B who have also served as a corporate
director of Werner Holding Co. (DE), Inc., its parent or its subsidiaries
for an aggregate length of total directorship service of not less than ten
years. Service as either an inside director (ie, while as corporate
employee) or an outside director shall satisfy this requirement.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(CONTINUED)
For the purpose of this Supplemental Pension Plan, elected salaried
Corporate officers shall be defined as those individuals who have held
or hold the positions of Chairman or Vice-Chairman of the Board of
Directors, President, any Corporate Vice-President, but shall not
include any Assistant Vice-Presidents, Secretaries or Assistant
Secretaries, Treasurers or Assistant Treasurers or any
Non-Corporate-Level Vice-Presidents. Applicable service with Werner
Holding Co. (DE), Inc., its parent, Werner Holding Co. (PA), Inc. and/or
any of its subsidiaries shall satisfy the appropriate service
requirement provided, however, that each participating subsidiary must
adopt this Plan first. Service credit earned with different
participating companies shall be aggregated together to satisfy the
necessary service requirements of the Plan.
Section 3 - General:
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a) The gross pension paid to any elected salaried Corporate officer
shall consist of any Retirement Benefit earned by the elected
salaried Corporate officer under the Retirement Plan for Salaried
Employees of the Company and the supplemental pension granted that
individual hereunder.
b) The Retirement Benefit shall be paid to the elected salaried
Corporate officer by the Affiliated National Bank-Boulder, Boulder,
Colorado, or any successor trustee, in accordance with the
Retirement Plan for Salaried Employees of the Company.
c) Except as hereafter provided otherwise, the supplemental pension
shall be paid directly to the elected salaried Corporate officer by
the Company. This Supplemental Pension Plan is an unfunded plan of
deferred compensation, and the benefits hereunder shall be paid from
the general assets of the Company.
d) Except as hereafter provided otherwise, the supplemental pension
shall be paid during the remaining lifetime of the elected salaried
Corporate officer upon retirement, commencing simultaneously with
the later of (1) payment of his Retirement Benefit under the
Retirement Plan for Salaried Employees of the Company or (2) the
first of the month next following the Effective Date.
e) In the event that an elected salaried Corporate officer dies while
in the employ of the Company and prior to his retirement, that
portion of the supplemental pension related to the full benefit
supplement (P3) shall be paid to his spouse or appropriate
beneficiaries.
f) For each month that the individual remains eligible hereunder,
one-twelfth (1/12) of the yearly amount of the supplemental pension
shall be paid on the first business day of that month, during the
lifetime of the pensioner.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(CONTINUED)
g) Except as provided in Section 13 hereof, the supplemental pension
shall terminate with the payment for the month in which the death of
the pensioner occurs.
h) In the case of a supplemental pension payable because of the elected
salaried Corporate officer's early retirement, the supplemental
pension hereunder shall be actuarially reduced to reflect
commencement prior to normal retirement under the Retirement Plan
for Salaried Employees. Such actuarial reduction shall be at a rate
which is one-half (1/2) of the rate of actuarial reduction
applicable under the Retirement Plan for Salaried Employees in the
case of such early retirement.
i) In the case of a supplemental pension payable because of the elected
salaried Corporate officer's disability retirement, there shall be
no actuarial reduction of the supplemental pension hereunder to
reflect commencement prior to normal retirement under the Retirement
Plan for Salaried Employees. The payment of supplemental pension
benefits in the case of a disability retirement shall continue only
so long as the otherwise eligible individual continues to be
disabled, as determined under the Retirement Plan for Salaried
Employees.
j) Supplemental pension benefits shall not be contingent upon any
pensioner performing any consulting services for the Company after
retirement, nor shall any pensioner be required to do so.
k) To be eligible for a supplemental pension, and to maintain continued
eligibility, under this Supplemental Pension Plan, each elected
salaried Corporate officer shall execute and comply with the terms
of a Non-Compete Agreement in the form attached hereto as Exhibit A.
Non-compliance with the terms of the Non- Compete Agreement, as
determined by the Board of Directors, shall result in the loss of
all benefits hereunder.
l) In the event a retired elected salaried Corporate officer again
becomes an employee of the Company, such person's benefit payments
hereunder shall be suspended for the duration of such re-employment.
Upon subsequent retirement, the benefit payments hereunder shall be
recomputed to give credit for such period of re-employment and the
compensation earned during such re-employment. Provided, however,
that, (except in the case of an individual returning from disability
retirement, unless such subsequent retirement is again because of
disability) if such recomputation would result in the payment of a
lesser benefit than the benefit which was suspended, the benefit
which was suspended will again be payable upon subsequent
retirement.
Provided, further, that the benefit of an elected salaried Corporate
officer whose benefit prior to re-employment had been paid in a
joint and survivor option form shall continue to be paid in such
form upon subsequent retirement. In the event
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(CONTINUED)
such elected salaried Corporate officer dies while re-employed and
prior to subsequent retirement, his spouse shall be eligible to
receive the survivor benefit she would have received under the joint
and survivor option previously in effect as if the elected salaried
Corporate officer's subsequent retirement had occurred on his date
of death. However, in the event such elected salaried Corporate
officer's spouse dies prior to his subsequent retirement, upon
subsequent retirement his recomputed benefit will be paid in the
normal form unless he is again married at subsequent retirement, in
which event the joint and survivor option elections will again be
available.
m) Notwithstanding any other clause herein contained, benefits payable
under this Plan shall not be duplicated in any way either with
respect to this Plan or any other Plan funded by the Company, its
parent, Werner Holding Co. (PA), Inc. or any of its subsidiaries.
n) Notwithstanding any other clause herein contained, that part of the
supplemental pension which represents the full benefit supplement
(P3), see Section 4(e), shall be paid to the designated beneficiary
under the Qualified Pension Plan, if the officer is otherwise
eligible but dies while in the Company's employ rather than after
retirement.
o) It is intended that the Supplemental Pension Plan be appropriately
coordinated with the latest version of the Qualified Pension Plan.
Therefore, in interpreting the Supplemental Plan any necessary
adjustments to reflect references to the latest version of the
Qualified Pension Plan shall be made. However, the intentions of the
Supplemental Plan shall be maintained with any questions to be
resolved in accordance with Section 12.
p) A periodic Inflation Adjustment shall be determined in accordance
with Section 14. Its intent is to appropriately adjust the aggregate
combined payout under the Qualified Pension Plan and this
Supplemental Pension Plan to reflect the effects of ongoing
inflation since retirement.
q) The recipients of a Supplemental Pension shall be furnished with an
explanation of the calculations used to determine their payments.
The aforesaid information shall be due with their first Supplemental
Pension check and whenever an adjustment is made to reflect any
changes contemplated by this Plan. When adjustments reflect both
ongoing and catch-up payments, this information shall be clearly
explained.
r) To the maximum extent possible, once recipients are advised of the
amounts due them, the number of monthly Supplemental Pension Plan
benefit check issued shall be minimized.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(CONTINUED)
Section 4 - Supplemental Pension:
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a) A special pension calculation shall be prepared appropriately timed
to the retirement date of an elected salaried Corporate officer
using the adjustment factors hereinafter outlined. This calculated
special pension shall become that individual's supplemental pension
hereunder.
b) The supplemental pension for elected salaried Corporate officers
shall include:
(1) Full service credit at 1.5% for service beyond both pre- and
post 35 years (P1) - See 4(c).
(2) An officership adjustment (P2) - See 4(d).
(3) A full benefit supplement where benefits under the Retirement
Plan for Salaried Employees are statutorily limited (P3) - See
4(e).
(4) A special service adjustment in the case of disability and early
retirements (P4)- See 4(f).
c) The Supplemental Pension Plan shall include credit at the rate of
1.5% of average earnings (S) for all years of credited service
beyond 30 years, with no limit to the maximum years of service. In
contract, the Retirement Plan for Salaried Employees provides for
credit at the rate of 1 % of Covered Compensation (C.C.) and 1.5% of
average earnings (S) in excess of covered compensation (C.C.) for a
maximum of 35 years of service plus credit for post 35 years service
at 1% of average earnings (S). "Average Earnings", "Covered
Compensation" and "Credited Service" shall be as defined in the
Retirement Plan for Salaried Employees.
Therefore:
P1 = [0.5% x (C.C.)] x N1B + [0.5% x (5)] x N greater than
35 = $/Yr.
N1B = N1 - 30 Where 30 is less than or equal to N1 but for
these purposes N1 is limited to a maximum of
35.
N greater than
35 = N1 - 35 Where N1 is greater than or equal to 35 Years
Service
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(CONTINUED)
d) The supplemental pension benefit for elected salaried Corporate
officers shall include credit at the rate of 0.5% of average annual
compensation for the years of service as an elected salaried
Corporate officer. "Average Annual Compensation" (C) and "years of
service" as an elected salaried Corporate officer (N2) shall be
determined using the Company payroll records and parallel methods as
those for "average earnings" and "credited service" as defined in
the Retirement Plan for Salaried Employees.
Therefore: P2 = 0.5% (C) (N2) = $/Yr.
e) The supplemental pension benefit shall include a full benefit
supplement when an elected salaried Corporate officer's benefit
under the Retirement Plan for Salaried Employees is limited by any
statutorily imposed maximum benefit limitation applying to such
Plan. The full benefit supplement shall be equal to the difference
between the benefit which would be paid under such Plan without
application of the maximum benefit limitation and the benefit
actually being paid under such Plan as a result of application of
the maximum benefit limitation.
Therefore: P3 = PE - P
The full benefit supplement (P3) shall be provided to those eligible
elected salaried Corporate officers upon their retirement or to
their beneficiaries in the event of their death while in the employ
of the Company prior to retirement. The purpose of this benefit (P3)
is to insure that such officers receive the full amount of their
qualified pension despite the limitations imposed by Federal
statutes. For purposes of implementation, the beneficiaries shall be
those designated by the officer under the Retirement Plan for
Salaried Employees, or in the absence of such specific designation
the rules of said Plan shall apply.
f) The supplemental pension for an elected salaried Corporate officer
who takes a disability retirement or early retirement under the
terms of the Retirement Plan for Salaried Employees shall include a
special service adjustment to recognize the additional years of
credited service (N1E) such person would have had if he would have
worked until attainment of age sixty-five (65) rather than taking
disability retirement or early retirement. To be eligible the
minimum credited service (N1) shall be 25 years and the minimum
service as an elected salaried Corporate officer (N2) shall be 10
years.
Therefore: P4 = [(1% x C.C.) + 1.5% x (S - C.C.)] N1E = $/Yr.
N1E = N1D - N1
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(Continued)
g) The total supplemental pension for elected salaried Corporate
officers (PSO) shall be the sum of the aforesaid adjustments in
4(c)-(e), and, where applicable, 4(f), where PSO = P1 + P2 + P3 and,
where applicable, + P4.
Section 5 - Formulae & Definitions:
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C - Average annual compensation for years while an elected
salaried Corporate officer, based on the same method as used
in the Retirement Plan for Salaried Employees to compute
average earnings. For these purposes, compensation shall be
determined using Company payroll records and shall include
salary, including salary paid in lieu of holiday or vacation,
bonuses and any other regular compensation payment, but shall
not include any other taxable income from the Company which is
required to be reported on the annual W-2 forms to the U.S.
Government for Federal Income Tax purposes, such as by way of
illustration and not limitation, the currently taxable portion
of any fringe benefit or coverage by a fringe benefit program.
C.C.- Covered compensation as defined and established from time to
time by the Social Security Administration.
Company - "Company" shall mean Werner Holding Co. (DE), Inc., its parent, Werner
Holding Co. (PA), Inc. or any participating subsidiary company. Any subsidiary
which adopts this Plan shall be deemed a participating subsidiary company.
N1 - Years of credited service as defined in the Retirement Plan for Salaried
Employees.
N less than 35 - Years of credited service limited to a maximum of
thirty-five (35) years.
N less than 35 = N1 where N1 less than or equal to 35
N1B - Years of credited service in excess of thirty (30) years and not more
than thirty-five (35) years.
N1B = N1 - 30 where 30 less than or equal to N1 but for these purposes
N1 is limited to 35
Otherwise N1B = 0
N greater than 35 - Years of credited service in excess of thirty-five (35)
years.
N greater than 35 = N1 - 35 where 35 less than or equal to N1
Otherwise N greater than 35 = 0
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(Continued)
N1D - Total years of credited service an elected salaried Corporate
officer would have had under the Retirement Plan for Salaried
Employees if he had worked until attaining age sixty-five (65)
rather than taking a disability retirement or early retirement.
N1E - The additional years of credited service an elected salaried
Corporate office would have had under the Retirement Plan for
Salaried Employees if he had worked until attaining age sixty-five
(65) rather than taking a disability retirement or early
retirement.
N1E = N1D - N1
N2 - Years of service as an elected salaried Corporate officer.
P - Annual pension benefit payment under the Retirement Plan for
Salaried Employees subject to applicable statutorily imposed
maximum benefit limitation.
P = (1% x C.C.) x N less than 35 + 1.5% (5- C.C.) x N less than
35 + (1% x 5) x N greater than 35 = $/Yr. but limited to the
applicable statutorily imposed maximum benefit limitation under
applicable IRS regulations.
P1 - Supplemental pension adjustment to reflect full service maximum
1-1/2% benefit credit for post thirty (30) and thirty-five (35)
years service.
P1 = [0.5% x C.C.) x N1B + [0.5% x 5] x N greater than 35 =
$/Yr.
P2 - Supplemental pension adjustment to reflect special credit for
years of service as an elected salaried Corporate officer.
P2 = 0.5%(C)(N2)
P3 - Supplemental pension adjustment to reflect full benefit
supplement where benefits under the Retirement Plan for Salaried
Employees are subject to a statutorily imposed maximum benefit
limitation.
P3 = PE - P
P4 - Supplemental pension adjustment to reflect special service
adjustment for disability retirement or early retirement.
P4 = [1% x C.C.) x N1E + [1.5% x (S - C.C.) x N1E = $/Yr.
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PE - Annual pension benefit payment under the Retirement Plan for
Salaried Employees without regard to the statutorily imposed
maximum benefit limitation.
PE = (1% x C.C.) x N less than 35 + [1.5% x (S - C.C.)] x
N less than 35 + [1% x S] x N greater than 35
= $1Yr.
N less than 35 = N1 where N1 less than or equal to 35
years service
N greater than 35 = N1 - 35 where N1 = years service
PSO - Total supplemental pension for elected salaried Corporate
officers.
PSO = P1 + P2 + P3 and, where applicable P4
S - Average earnings based on the method used in the Retirement Plan
for Salaried Employees using the best three (3) consecutive full
years out of the last ten (10) years before retirement.
Section 6 - Consulting Assignments:
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a) From time to time the Company may offer and a pensioner covered by
this Supplemental Pension Plan may undertake consulting
assignments.
b) The specific assignment, remuneration, and the compensable time
involved, shall be established as the need arises.
c) A pensioner is under no obligation to accept such an assignment,
but may elect to do so at his option. The acceptance of such an
assignment shall not affect the right to continue to receive
benefits hereunder and shall not affect the amount of such
benefits.
Section 7 - Non-Compete Agreement:
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a) As a condition precedent to the receipt of any benefit payments
hereunder, an elected salaried Corporate officer shall be required
to execute and comply with a Non-Compete Agreement in the form
attached hereto as Exhibit A.
b) If the Board of Directors determines that an individual has
violated any provision of the Non-Compete Agreement, such
violation will result in the immediate forfeiture of his
supplemental pension benefits under this Supplemental Pension
Plan.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(Continued)
Section 8 - Actions Resulting in Forfeiture of Rights and Interest Hereunder:
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Notwithstanding any other provision of this Supplemental Pension Plan to
the contrary, if the Board of Directors determines that any elected
salaried Corporate officer or former elected salaried Corporate officer
has committed any act against or infidelity with respect to the interests
of the Company or has been convicted for the commission of an illegal
act, all such person's rights and interests in and to any payments under
this Supplemental Pension Plan shall be terminated and forfeited.
Section 9 - Effect of This Plan:
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a) Neither the establishment of this Supplemental Pension Plan nor
the payment of any benefit hereunder shall be construed as giving
any elected salaried Corporate officer or other person any legal
or equitable right against the Company, any employee or owner
thereof, or the Board of Directors, except as specifically
provided herein.
b) Neither the establishment of this Supplemental Pension Plan nor
the payment of any benefit hereunder shall be construed as a
contract of continuing employment or give any elected salaried
Corporate officer or other employee of the Company any right to be
retained in the service of the Company. Said individuals remain
subject to discharge or severance to the same extent as if this
Supplemental Pension Plan were never adopted.
Section 10 - Amendment and Termination:
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a) This Supplemental Pension Plan may be amended from time to time
and at any time, in whole or in part, by action of the Board of
Directors. Except as hereinafter provided, any such amendment may
be made retroactive and any amendment shall be made effective as
of the date set forth in such amendment; provided, however, that,
except to the extent specifically set forth in such amendment (and
then only to the extent necessary to comply with any applicable
law or to increase a benefit then in pay status), no such
amendment shall affect any benefit in pay status at the time the
amendment is adopted.
b) This Supplemental Pension Plan may be terminated at any time by
action of the Board of Directors. No such termination shall affect
any benefit in pay status at the time the Board of Directors
approves such termination. However, upon termination of the Plan,
the Company, at its sole option, shall have the right to make a
lump sum payment to any pensioner of the actuarial value of the
future payments of the benefits then in pay status.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(Continued)
Section 11 - Spendthrift Clause:
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None of the payments hereunder shall be subject to the claim of any
creditor of any elected salaried Corporate officer, and to the fullest
extent permitted by law shall be free from any attachment, garnishment or
other legal or equitable process. No elected salaried Corporate officer
shall have any right to alienate, anticipate, commute, pledge, encumber
or assign any benefit payable hereunder, and the Company shall not be
under any duty to honor any such action.
Section 12 - Interpretations:
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a) When necessary the Board of Directors of the Company shall issue
interpretations and rulings concerning the application and meaning
of any provision of this Supplemental Pension Plan and such
interpretations and rulings shall be conclusive and binding on all
parties with any interest herein. To the extent the application of
any law becomes relevant, this Supplemental Pension Plan shall be
construed and administered according to the laws of the
Commonwealth of Pennsylvania.
b) Whenever any words are used herein in the masculine, where
applicable they shall be construed as though they were also used
in the feminine or neuter, and whenever any words are used herein
in the singular or plural, where applicable they shall also be
construed as though they were also used in the plural or singular.
Section 13 - Elected Salaried Corporate Officers - Joint and Survivor Option:
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a) With respect to benefit payments going into pay status on January
1, 1981 and thereafter, an elected salaried Corporate officer who
is married at the time of retirement may elect, in the manner
hereafter set forth, to have his supplemental pension converted
into a joint and survivor form of payment with his spouse as the
surviving beneficiary. For so long as the pensioner remains
eligible for receipt of supplemental pension payments hereunder,
the joint and survivor form of payment will provide a reduced
benefit to the pensioner, and upon his death, if the spouse
survives, the same amount or one-half (1/2) that amount (as chosen
by the elected salaried Corporate officer in the manner described
hereafter) will continue to be paid to the spouse for the spouse's
lifetime. The payments to the spouse will be made as of the first
business day of each month following the death of the pensioner
and will terminate with the payment for the month in which the
death of the spouse occurs.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(Continued)
b) In the event the election of a specific form of payment of the
supplemental pension has not been made, the rules incorporated in
the Retirement Plan for Salaried Employees concerning such matters
shall apply to the Supplemental Pension Plan as well. Unless a
specific election has been made to the contrary, when an elected
Corporate officer has a spouse during his employment or at the
time of retirement, the 100% joint and survivor option shall be
the presumed election. Further, in the event of his death prior to
retirement and while in the employment of the Company, if a spouse
survives the employee it will be presumed that the 100% joint and
survivor option election was made, consistent with the Qualified
Pension Plan regulations.
c) If the joint and survivor option is elected, the supplemental
pension otherwise payable to the elected salaried Corporation
officer will be reduced to reflect the fact that the supplemental
pension generally will be payable for his lifetime and the
lifetime of his spouse. The reduced supplemental pension will be
the actuarial equivalent of the supplemental pension otherwise
payable. The actuarial equivalent factors will be the same factors
which would be applicable at the time of retirement to an
identical joint and survivor benefit under the Retirement Plan for
Salaried Employees. In the event benefit payments commence in the
form of a joint and survivor option and the spouse pre-deceases
the retired elected salaried Corporate officer, no survivor
benefits will be paid upon the death of the elected salaried
Corporate officer and, except as otherwise provided in Section
3(1) hereof, he shall continue to receive the reduced supplemental
pension for his lifetime if he otherwise remains eligible for
receipt of supplemental benefits.
d) Election of the joint and survivor option must be made in writing
on a form provided by the Company except for the automatic
election per 13(b). The election must specify whether the spouse
is to receive the same reduced amount payable to the retired
elected salaried Corporate officer or one-half (1/2) of that
amount. The election may be made either prior to or upon
retirement by filing the above-referenced form with the Company
Treasurer.
e) If an election is to be made upon retirement, the elected salaried
Corporate officer shall have ten (10) days following actual
retirement to make the election. If the election is not made
within such ten (10) day period, the supplemental benefit shall be
paid in the normal form.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(Continued)
f) Without consent of the spouse, an election made prior to
retirement may be revoked by the elected salaried Corporate
officer's filing a written revocation with the Company Treasurer
at any time prior to retirement. An election made prior to
retirement or an election made at retirement (in the relevant ten
(10) day period) shall become irrevocable at retirement if the
elected salaried Corporate officer is married at the time of
retirement. No election shall be of any effect if the elected
salaried Corporate officer is not married at the time of
retirement.
g) The joint and survivor option election only becomes effective upon
retirement, and no survivor benefit will be payable in the event
of the death of an elected salaried Corporate officer prior to
retirement regardless of any election which may have become
effective upon such elected salaried Corporate officer's
retirement except as provided for in Sections 4(e) and 13(b)
concerning death while holding an officership and the full benefit
supplement portion (P3). In addition, except as specifically
provided otherwise in Sections 3(l) hereof and 13(h) below, the
joint and survivor option will remain applicable after retirement
only so long as the elected salaried Corporate officer remains
eligible for receipt of supplemental benefits hereunder and if he
was receiving such benefits at the time of his death.
h) Any joint and survivor option election (made as provided herein)
of an elected salaried Corporate officer who takes early
retirement under the Retirement Plan for Salaried Employees but
elects to defer commencement of benefits becomes effective upon
his retirement. In the event of his death prior to commencement
of benefits but while otherwise satisfying the eligibility
requirement for receipt of benefits hereunder, his spouse shall be
eligible to receive the survivor benefit she would have received
under the joint and survivor option in effect as if his benefit
payments had commenced as of the first day of the month in which
his death occurred. Any actuarial reduction or equivalency factors
provided for herein in the event of early commencement of benefits
or election of the joint and survivor option shall be determined
and applied as of the date benefit payments to the elected
salaried Corporate officer commence or are deemed to have
commenced.
i) As used herein, spouse means only the person to whom the elected
salaried Corporate officer was married at the time of his
retirement or his death prior to his retirement, regardless of
circumstances occurring thereafter.
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SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
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(Continued)
Section 14 - Elected Salaried Corporate Officers/Corporate Directors - Inflation
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Adjustment:
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a) The Inflation Adjustment is to be determined on an ongoing basis,
retroactive to each subsequent fifth year anniversary since
retirement (ie, 5th, 10th, 15th, 20th, etc.). However, starting
during calendar year 1992, two special determinations shall be
made for any eligible retirees who have been retired for more than
five (5) years. The first determination is to establish their
aggregate Inflation Adjustment up to and including their 1992
anniversary date. The second determination, to be done at the
appropriate time, is to establish their aggregate Inflation
Adjustment as of their next-most fifth anniversary of their
retirement date (ie, 10th, 15th, 20th, 25th, etc.). The Inflation
Adjustment so determined shall be considered part of the
Supplemental Pension and paid directly by the Company.
b) The Inflation Adjustment shall consist of two parts, Part A and
Part B. Part A shall be the Qualified Pension Plan Inflation
Adjustment. Part B shall be the Supplemental Pension Plan
Inflation Adjustment.
Part A benefits shall be paid to the eligible retired elected
salaried corporate officer/corporate director, his spouse or
appropriate beneficiaries in accordance with the election(s) made
under the Qualified Pension Plan. Part B benefits shall be paid to
the eligible retired elected salaried corporate officer/corporate
director, his spouse or appropriate beneficiaries in accordance
with the election(s) made under Section 3 and Section 13 of this
Plan.
c) The Inflation Adjustment factor (IAF) shall be measured by
determining the relative increase since retirement of the U.S.
Department of Labor, Bureau of Labor Statistics Consumer Price
Index - All Items for Urban Wage Earners and Clerical Workers (BLS
Consumer Price Index). The statistics for the month and year of
retirement shall establish the baseline value (Baseline CPI). The
statistics for the month and year of the appropriate fifth year
period since retirement shall be used for the current value. When
calculating the subsequent fifth year updates, the most recent
applicable values for the BLS Consumer Price Index shall be used
in lieu of earlier values as the current value (current CPI).
d) The Inflation Adjustment Factor (IAF) shall be calculated in
accordance with the following formula:
IAF = (Current SPI divided by Baseline CPI] - 1.000
The Consumer Price Index values are to be expressed to one decimal
place and the resulting Inflation Adjustment Factor to three
decimal place accuracy.
-14-
15
SUPPLEMENTAL PENSION PLAN B AS AMENDED JULY 24, 1992
----------------------------------------------------
(Continued)
The source for the BLS Consumer Price Index statistics shall be
the publications by the Bureau of National affairs, Inc. Since the
Bureau of Labor Statistics will periodically change the base years
and the specific components of the BLS Consumer Price Index, as
well as the Index itself, the administrators of the Supplemental
Plan shall use their best efforts and judgment to employ the most
equivalent and appropriate information available from time to time
in preparing the calculation. Their determinations shall be
consistent with the practices followed in establishing the
original supplemental pension and shall be subject to appropriate
Board of Directors' approval before initial payment. Initial
payment will always be in arrears of the pertinent retirement
anniversary date due to the late availability of BLS Consumer
Price Index data. When baseline values of the BLS Consumer Price
Index are not available for specific months, then the annual value
for the year of retirement shall be used instead.
e) The Part A Inflation Adjustment benefit shall be determined as the
product of the original Qualified Pension Plan benefit paid times
the Inflation Adjustment Factor. The Part B Inflation Adjustment
benefit shall be determined as the product of the original
Supplemental Pension Plan benefit paid times the Inflation
Adjustment Factor. It is contemplated that any ongoing adjustment
made to the original payment amounts of either the Qualified
Pension or the Supplemental Pension due to elections made or any
other aspects of each plan which affect the amount of payment
shall also apply to the Inflation Adjustment Benefit. For example,
such an adjustment might be due to early retirement, the joint and
survivor option reductions, the beneficiary reductions, etc.
f) It is contemplated that the recipients under the Qualified Pension
Plan and this Supplemental Pension Plan may differ. If so, then
the Part A Benefits cannot be combined with the Part B Benefits.
The Part B Benefits shall be combined with the initial
Supplemental Pension benefit for payment and whenever possible so
shall the Plan A Benefits.
-15-
16
EXHIBIT "A"
-----------
NON-COMPETE AGREEMENT
THIS NON-COMPETE AGREEMENT is entered into as of the ____ day of
________ 19 by and between _______________________ (the "Company") and
_______________________ (the "Employee").
WHEREAS the Company has adopted Supplemental Pension Plan B for Elected
Salaried Corporate Officers of the Company (the "Plan") and
WHEREAS the Plan expressly provides that as a condition precedent to the
receipt of any benefit payments under the Plan an eligible elected salaried
Corporate officer must execute and comply with an agreement in the form hereof
and
WHEREAS the Employee is eligible for benefit payments under the Plan:
NOW THEREFORE this Agreement witnesseth that, for good and valuable
consideration receipt of which is hereby acknowledged and intending to be
legally bound hereby, and as an inducement to the Company to make benefit
payments under the Plan to the Employee, the Company and the Employee
agree as follows:
1. The Company shall make benefit payments under and in accordance with
the provisions of the Plan to the Employee so long as the Employee complies with
the provisions of this Agreement and so long as the Employee's rights and
interests in and to any payments under the Plan have not been terminated or
forfeited.
2. The Employee shall not, for a period of five years after the day and
year first above written, without the express prior written consent of the
Company engage, directly or indirectly (as officer, director, owner, employee,
agent, consultant, partner or other participant whatsoever), in any activity in
competition with the Company nor shall the Employee at any time reveal to any
individual person, firm, corporation, partnership, joint venture or other
17
entity any of the Company's trade secrets, private processes, confidential
records, confidential documents, customer lists or other confidential
information. If the Board of Directors of the Company determines that the
Employee is in violation of this Agreement the Company shall so notify the
Employee. If within fourteen (14) days following such notification the Employee
has not ceased and desisted the activity which the Board of Directors has
determined to be in violation of this Agreement the Employee's rights and
interests in and to any payments under the Plan shall be terminated and
forfeited.
3. This Agreement has been executed and delivered in the Commonwealth of
Pennsylvania and for all purposes shall be construed and enforced in accordance
with the laws of said Commonwealth.
IN WITNESS WHEREOF the Company and the Employee have executed and
delivered this Agreement as of the day and year first above written.
Attest: ________________________________
(Company Name)
By
_____________________________________ _____________________________
Secretary Title:
(Corporate Seal) ______________________(Seal)
EMPLOYEE
-2-
18
ELECTED SALARIED CORPORATE OFFICER'S OPTIONAL JOINT
AND SURVIVOR ELECTION UNDER THE SUPPLEMENTAL
PENSION PLAN FOR ELECTED SALARIED CORPORATE OFFICERS
OF _____________________________________
I, ___________________________, an elected salaried Corporate officer of
________________________ do hereby elect that upon my retirement my benefits
under the Supplemental Pension Plan be paid in the form of a joint and survivor
option as described in Section 13 of the Supplemental Pension Plan B.
I elect that upon my death following retirement my spouse, identified
below, receive:
the same reduced supplemental benefit I was receiving during my
lifetime.
one-half (1/2) the reduced supplemental benefit I was receiving
during my lifetime.
Spouse's Full Name ________________________________________
Spouses's Social Security Number __________________________
Spouse's Address __________________________________________
__________________________________________
(City) (State) (Zip Code)
I understand and agree that:
19
a) no survivor benefit will be payable in the event that I cease to be
eligible for receipt of supplemental benefits following retirement and, EXCEPT
IN THE EVENT OF MY DEATH FOLLOWING EARLY RETIREMENT DURING A PERIOD WHEN I
ELECTED TO DEFER COMMENCEMENT OF BENEFITS, if I am not receiving supplemental
benefit payments at the time of my death.
b) if this election is made prior to my retirement, the election will
become effective only upon my retirement and only if I am married at the time of
retirement to the spouse designated above, unless a new election is made with
regard to a different spouse at the time of retirement. In the event I die prior
to retirement, no survivor benefit will be paid to my spouse under the
Supplemental Pension Plan (except were I to die while re-employed after
retirement or in accordance with c) below).
c) notwithstanding a) and b) above, in accordance with Sections 3(e),
3(n) and 4(e) of Supplemental Pension Plan B, a survivor benefit will be payable
in the event of my death prior to retirement reflecting that part of my
qualified pension which exceeds the maximum pension limitation payable under
ERISA and/or other federal statutes (the full benefit supplement, P3). The P3
benefit shall be paid to my beneficiary or beneficiaries I have designated under
the Retirement Plan for Salaried Employees or in the absence of such specific
designation the rules of said Plan shall apply.
d) an election made at retirement can only be made within the ten (10)
day period following actual retirement. Such an election is irrevocable once
made. If the election is not made within such ten (10) day period no joint and
survivor option will be available and no survivor benefits will be paid under
the Supplemental Pension Plan.
-2-
20
e) to make an election, this fully completed form must be filed with the
Company Treasurer and an election will be given no effect unless so filed (and
unless so filed within the relevant ten (10) day period, if applicable).
f) to revoke an election made prior to retirement I must file a written
revocation of such election with the Company Treasurer. Such revocation does not
need the consent of my spouse but must be filed prior to retirement.
I certify that I fully understand the foregoing provisions and election
and that the election is made of my own free will and intent, as evidenced by my
signature in the presence of a witness on the date indicated below.
________________________________________ _________________________________
(Witness Signature) (Signature)
Date:___________________________________ _________________________________
Print Name
The foregoing election was received on the ______ day of ___________ 19__.
________________________________
Company Treasurer
-3-
21
SUPPLEMENTAL PENSION PLAN B
---------------------------
WORKSHEET FOR CALCULATING INFLATION ADJUSTMENT
----------------------------------------------
Name: __________________________ S.S. No. ___________________
Retirement Date: ________________ Inflation Adjustment Effective ________
Date: _____________
Directorships and Years of Service: ___________________________________________
_______________________________________________________________________________
_______________________________ Aggregate Directorship Service: ________ years
Qualified Officerships: _______________________________________________________
Pertinent Qualified Pension Benefit: $____________ / Month (1)
Payout Election: __________
Pertinent Supplemental Pension Benefit (Pre-inflation Adjustment):
$___________ / Month (2)
Payout Election: ___________
BLS Consumer Price Index Date: (all cities, urban wage earners
and clerical workers-revised)
a) At month/year of retirement:
Month: Year: ______ Base Year(s): ____ BLS CPI Value: ______
(Baseline)
b) At intermediate point where applicable:
Month: ______ Year: _______ Base Year(s): _____ BLS CPI Value: _____
(Current)
c) At month/year of Inflation Adjustment Effective:
Month: Year: _______ Base Year(s): _____ BLS CPI Value: _____
(Current)
Calculation of Inflation Adjustment Factor (IAF):
- -------------------------------------------------
IAF = [Current CPI Value + Baseline CPI Value] - 1.000
[AF = ____________________ (3)
-1-
22
WORKSHEET FOR CALCULATING INFLATION ADJUSTMENT
----------------------------------------------
(Continued)
Calculation of Inflation Adjustment:
a) Part A - Qualified Pension Plan Portion:
(1) X (3)
Part A Benefit: $________ /Month (4)
b) Part B - Supplemental Pension Plan Portion:
(2) X (3)
Part B Benefit: $________ /Month (5)
c) Total Monthly Benefit
(4) + (5)
Total Benefit: $________ /Month
Prepared by: ________________________ Date: ___________________
Approved by:
CFO: _______________________ Date: _____________________
CEO: _______________________ Date: _____________________
-2-
23
SUPPLEMENTAL PENSION PLAN B
---------------------------
WORKSHEET FOR CALCULATING INFLATION ADJUSTMENT
----------------------------------------------
Name: ___________________________ S.S. No. ____________________
Retirement Date: _______________ Inflation Adjustment Effective Date: ________
Directorships and Years of Service: ___________________________________________
________________________________ Aggregate Directorship Service: _______ years
Qualified Officerships: _______________________________________________________
Pertinent Qualified Pension Benefit: $____________ / Month (1)
Payout Election: ___________
Pertinent Supplemental Pension Benefit (Pre-inflation Adjustment):
$__________ / Month (2)
Payout Election: ___________
BLS Consumer Price Index Date: (all cities, urban wage earners and clerical
workers-revised)
a) At month/year of retirement:
Month: _____ Year: ______ Base Year(s): BLS CPI Value: ______
(Baseline)
b) At intermediate point where applicable:
Month: _____ Year: ______ Base Year(s): _____ BLS CPI Value:
(Current)
c) At month/year of Inflation Adjustment Effective:
Month: _____ Year: _____ Base Year(s): ____ BLS CPI Value: ____
(Current)
Calculation of Inflation Adjustment Factor (IAF):
- -------------------------------------------------
IAF = [Current CPI Value divided by Baseline CPI Value] - 1.000
[AF = _____________(3)
-1-
24
WORKSHEET FOR CALCULATING INFLATION ADJUSTMENT
----------------------------------------------
(Continued)
Calculation of Inflation Adjustment:
a) Part A - Qualified Pension Plan Portion:
(1) X (3)
Part A Benefit: $________ /Month (4)
b) Part B - Supplemental Pension Plan Portion:
(2) X (3)
Part B Benefit: $_______ /Month (5)
c) Total Monthly Benefit
(4) + (5)
Total Benefit: $________ /Month
Prepared by: __________________________ Date: ____________________
Approved by:
CFO: __________________________ Date: _____________________
CEO: __________________________ Date: _____________________
-2-