EXHIBIT 10.J
FIRST AMENDMENT
OF
APOGEE ENTERPRISES, INC.
OFFICERS' SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(1998 Statement)
The "APOGEE ENTERPRISES, INC. OFFICERS' SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN (1998 Statement)" as heretofore adopted by APOGEE ENTERPRISES, INC., a
Minnesota corporation, and first effective January 1, 1998, (hereinafter
referred to as the "Plan Statement"), is hereby amended in the following
respects:
1. CLARIFICATION. Effective as of January 1, 1998, Section 1.1.5(a) of the
Plan Statement is amended to read in full as follows:
(a) General Rule. Benefit Service shall be equal to the total number of
the Participant's completed years and fractions of years of employment
with the Employer, determined according to the following rules:
(i) Except as provided below, one (1) year of Benefit Service shall
be credited for each Plan Year in which the Participant has one
thousand (1,000) or more Hours of Service and no Benefit Service
shall be credited for a Plan Year in which the Participant has
less than one thousand (1,000) Hours of Service.
(ii) In any Plan Year in which the Participant first becomes employed
with the Employer on other than the first day of the Plan Year
and in the Plan Year in which he or she last ceases to be
employed with the Employer (whether by reason of retirement,
quit, discharge, death, transfer or other reason), he or she
shall be credited with that fraction of a year of Benefit
Service equal to the fraction of the Plan Year he or she was
employed with the Employer if, and only if, during such fraction
of the Plan Year he or she was credited with Hours of Service at
the rate of at least one thousand (1,000) Hours of Service per
Plan Year.
(iii) Benefit Service shall be credited for the Participant's
employment with the Employer before the date he or she became a
Participant and before this Officers' SERP was established.
2. CLARIFICATION. Effective January 1, 1998, Section 1.1.14(d) of the Plan
Statement is deleted without replacement.
3. SPECIAL ADJUSTMENT. Effective January 1, 1999, as applied only to the
Participant who, as of January 8, 1999, the date of the adoption of this First
Amendment by the Board of Directors of Apogee Enterprises, Inc., holds the
position of Chairman of the Board of Directors of Apogee Enterprises, Inc.,
Section 1.1.3 of the Plan Statement is amended to read in full as follows:
1.1.3. Average Monthly Compensation -- one-thirty-sixth (1/36th) of the
total dollar amount of Pensionable Compensation attributable to the three (3)
consecutive, completed calendar years which produce the highest amount; subject,
however, to the following:
(a) Less Than Three Years. If the Participant shall have received
Pensionable Compensation attributable to less than three (3)
consecutive, completed calendar years as of the date his or her
Average Monthly Compensation is determined, his or her Average
Monthly Compensation shall be equal to the total of all the
Pensionable Compensation attributable to his or her consecutive,
completed calendar years, divided by the number of months (12 or
24) in the consecutive, completed calendar years to which any of
his or her Pensionable Compensation is attributable.
(b) Completed Years. Completed calendar years are all calendar years
which are completed prior to the specific date as of which the
Average Monthly Compensation is determined and during all of
which the Participant was an employee of the Employer.
(c) Final Partial Year. If it results in a higher Average Monthly
Compensation, there shall be included in the determination the
partial year's Pensionable Compensation attributable to the final
partial calendar year in which the Participant's Termination of
Employment occurred (as if it were a completed year) in lieu of
the Participant's entire Pensionable Compensation attributable to
an earlier completed calendar year (but the requirement that the
calendar years considered shall be consecutive shall not be
waived or altered by this special rule).
(d) Ten-Year Limit. In determining the Participant's Average Monthly
Compensation, there shall be disregarded all Pensionable
Compensation attributable to calendar years ending more than ten
(10) years prior to the date as of which the Average Monthly
Compensation is determined.
(e) No Compensation. The absence of Pensionable Compensation (or less
than full compensation) in any calendar year shall not affect the
requirement that only consecutive calendar years be considered in
determining a Participant's Average Monthly Compensation.
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4. SAVINGS CLAUSE. Save and except as herein expressly amended, the Plan
Statement shall continue in full force and effect.
May 11, 1999 APOGEE ENTERPRISES, INC.
By /s/ Russell Huffer
---------------------------------
Russell Huffer
Its Chief Executive Officer and
President
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