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Exhibit 10.15
SUPPLEMENTAL PENSION PLAN A
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APPLICABLE TO
KEY EXECUTIVES
OF
WERNER HOLDING CO. (DE), INC., ITS PARENT AND ITS SUBSIDIARIES
AMENDED JULY 24, 1992
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1) PURPOSE:
a) To recognize unusual dedication, significant additional
longevity, superb effort, and outstanding personal
contributions of key executives.
b) To reward deserving elected key executives 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.
2) ELIGIBILITY:
For the purpose of this Supplemental Pension Plan, effective retroactively to
March 21, 1980, key executives shall be defined as members of the Company's
Management Committee, or its predecessor Executive Committee, not covered under
another Supplemental Pension Plan, whose years of service (N3) on the Management
Committee, or its predecessor Executive Committee, 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.
Service with Werner Holding Co. (DE), Inc., its parent Werner Holding Co. (PA),
Inc., 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.
3) GENERAL:
a) The gross pension paid to any key executive shall consist of
any Retirement Benefit earned by the key executive under the
Retirement Plan for Salaried Employees of the Company and the
supplemental pension granted that individual hereunder.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
b) The Retirement Benefit shall be paid to the key executive 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) The supplemental pension shall be paid directly to the key
executive 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 key
executive 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 a key executive 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
(P2) 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.
g) The supplemental pension shall terminate with the payment for
the month in which the death of the pensioner occurs except in
the event Sections 3(e), 3(n) and 4 (d) apply.
h) In the case of a supplemental pension payable because of the
key executive'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
key executive'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.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
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 key executive 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.
1) In the event a retired key executive 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.
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 (P2), see Section 4(d)) shall be paid to the
designated beneficiary under the Qualified Pension Plan, if
the key executive 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.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
4) SUPPLEMENTAL PENSION:
a) A special pension calculation shall be prepared appropriately
timed to the retirement date of a key executive using the
adjustment factors hereinafter outlined. This calculated
special pension shall become that individual's supplemental
pension hereunder.
b) The supplemental pension for key executives shall include:
(1) Full service credit at 1.5% for service beyond both
30 and 35 years (P1) See 4(c).
(2) A full benefit supplement where benefits under the
Retirement Plan for Salaried Employees are
statutorily limited (P2) - See 4(d).
(3) A special service adjustment in the case of
disability and early retirements (P3) - See 4(e).
c) The Supplemental Pension Plan shall include credit at the rate
of 1.5% of average earnings (5) 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 (S)] x N greater than 35
= $/Yr.
NIB = N1 - 30 Where 30 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 greater than or equal
to 35 Years Service
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
d) The supplemental pension benefit shall include a full benefit
supplement when a key executive'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: P2 = PE - P
The full benefit supplement (P2) shall be provided to those
eligible key executives 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 (P2) is to insure that such key executives 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 key
executive under the Retirement Plan for Salaried Employees, or
in the absence of such specific designation the rules of said
Plan shall apply.
e) The supplemental pension for a key executive 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 a key executive (N2) shall be
10 years.
Therefore: P3 = [(1% x C.C.) + 1.5% x (S - C.C.)] N1E = $/Yr.
N1E = N1D - N1
f) The total supplemental pension for key executives (PSC) shall
be the sum of the aforesaid adjustments in 4(c) and, where
applicable, 4(d) and 4(e), where PSC = P1 and, where
applicable, + P2 + P3.
5) FORMULAE & DEFINITIONS:
Company - "Company" shall mean Werner Holding Co. (DE), Inc.,
its parent, Werner Holding Co. (PA), Inc., and/or any
participating subsidiary Company. Any subsidiary which adopts
this Plan shall be deemed a participating subsidiary Company.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
C.C. - Covered compensation as defined and established from
time to time by the Social Security Administration.
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 is less than or
equal to N1
Otherwise N greater than 35 = 0
N1D - Total years of credited service a key executive
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 a key
executive 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
N3 - Years of service as a member of the Company's
Management Committee.
P - Annual pension benefit payment under the Retirement
Plan for Salaried Employees pension benefit annual
payment, subject to applicable statutorily imposed
maximum benefit limitation.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
P = (1% x C.C.) x N less than 35 + 1.5% (S - C.C.) x
N less than 35 + (1% x S) 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 S] x
N greater than 35 = $/Yr.
P2 - 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.
P2 = PE - P
P3 - Supplemental pension adjustment to reflect special
service adjustment for disability retirement or early
retirement.
P3 = (1% x C.C.) x N1E + [1.5% x (S - C.C.)] x
N1E = $/Yr.
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 = $/Yr.
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
PSC - Total supplemental pension for key executives.
PSC = P1 and, where applicable + P2 and + P3
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.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
6) CONSULTING ASSIGNMENTS:
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.
7) NON-COMPETE AGREEMENT:
a) As a condition precedent to the receipt of any
benefit payments hereunder, a key executive 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.
8) Actions Resulting in Forfeiture of Rights and Interest
Hereunder
Notwithstanding any other provision of this Supplemental
Pension Plan to the contrary, if the Board of Directors
determines that any key executive or former key executive 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.
9) Effect of This Plan
a) Neither the establishment of this Supplemental
Pension Plan nor the payment of any benefit hereunder
shall be construed as giving any key executive 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.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
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 key executive 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.
10) Amendment and Termination
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.
11) Spendthrift Clause:
None of the payments hereunder shall be subject to the claim
of any creditor of any key executive, and to the fullest
extent permitted by law shall be free from any attachment,
garnishment or other legal or equitable process. No key
executive 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.
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SUPPLEMENTAL PENSION PLAN A AS AMENDED JULY 24, 1992
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(Continued)
12) Interpretations:
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.
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EXHIBIT "A"
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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 A for
Key Executives 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 key executive 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
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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
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