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EXHIBIT 10.14
REXNORD SUPPLEMENTAL PENSION PLAN
FOR U.S. EMPLOYEES
EFFECTIVE JANUARY 1, 2003
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REXNORD SUPPLEMENTAL PENSION PLAN
FOR U.S. EMPLOYEES
EFFECTIVE JANUARY 1, 2003
TABLE OF CONTENTS
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ARTICLE I - NAME, PURPOSE AND EFFECTIVE DATE...........................................................1
1.01 NAME AND PURPOSE.............................................................................1
1.02 EFFECTIVE DATE...............................................................................1
ARTICLE II - DEFINITIONS...............................................................................2
2.01 ADMINISTRATOR................................................................................2
2.02 BOARD........................................................................................2
2.03 CLOSING DATE.................................................................................2
2.04 CODE.........................................................................................2
2.05 EFFECTIVE DATE...............................................................................2
2.06 EMPLOYEE.....................................................................................2
2.07 EMPLOYER.....................................................................................2
2.08 PARTICIPANT..................................................................................2
2.09 PLAN.........................................................................................2
2.10 RETIREMENT PLAN..............................................................................2
2.11 SUPPLEMENTAL PLAN BENEFIT....................................................................2
ARTICLE III - ELIGIBILITY..............................................................................3
3.01 PARTICIPATION................................................................................3
ARTICLE IV - SUPPLEMENTAL PLAN BENEFITS................................................................4
4.01 AMOUNT OF SUPPLEMENTAL PLAN BENEFITS.........................................................4
4.02 AMOUNT OF SUPPLEMENTAL PLAN PRE-RETIREMENT DEATH BENEFIT.....................................4
4.03 COMMENCEMENT AND FORM OF SUPPLEMENTAL PLAN BENEFIT PAYMENT...................................4
4.04 SUSPENSION OF BENEFITS.......................................................................5
ARTICLE V - VESTING....................................................................................6
5.01 VESTING......................................................................................6
5.02 FORFEITURE FOR CAUSE.........................................................................6
ARTICLE VI - FUNDING...................................................................................7
6.01 FUNDING......................................................................................7
ARTICLE VII - ADMINISTRATION...........................................................................8
7.01 DUTIES OF PLAN ADMINISTRATOR.................................................................8
7.02 FINALITY OF DECISIONS........................................................................8
ARTICLE VIII - MISCELLANEOUS...........................................................................9
8.01 NON-GUARANTEE OF EMPLOYMENT..................................................................9
8.02 RIGHTS UNDER PLAN............................................................................9
8.03 AMENDMENTS/TERMINATION.......................................................................9
8.04 NONASSIGNABILITY.............................................................................9
8.05 ENTIRE AGREEMENT, SUCCESSORS.................................................................9
8.06 SUCCESSOR EMPLOYER..........................................................................10
8.07 GOVERNING LAW...............................................................................10
8.08 CLAIMS PROCEDURE............................................................................10
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ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE
1.01 NAME AND PURPOSE
The supplemental retirement plan set forth herein shall be known as the
Rexnord Supplemental Pension Plan for U.S. Employees (the "Plan"). The
Plan is established, and shall be maintained, solely for the purpose of
providing supplemental retirement plan benefits which are not provided
under the Rexnord Non-Union Pension Plan for certain Participants. The
Plan is unfunded and maintained primarily for the purpose of providing
non-qualified deferred compensation for certain Participants who are part
of a select group of management or highly-compensated employees.
1.02 EFFECTIVE DATE.
This Plan shall be effective January 1, 2003. Notwithstanding the
foregoing this Plan shall apply to Participants who retire or terminate
their employment with the Employer on or after the Closing Date.
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ARTICLE II
DEFINITIONS
2.01 "ADMINISTRATOR" means Rexnord Corporation or its duly authorized
representative.
2.02 "BOARD" means the Board of Directors of the Employer.
2.03 "CLOSING DATE" means November 22, 2002 or such other date as agreed to by
the parties under the terms of the Stock Purchase Agreement relating to
the purchase of the Employer and the Carlyle Group.
2.04 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a specific provision of the Code shall include such
provision, any valid regulation or ruling promulgated thereunder, and any
provision of future law that amends, supplements, or supersedes such
provision.
2.05 "EFFECTIVE DATE" means January 1, 2003.
2.06 "EMPLOYEE" means any person employed by the Employer.
2.07 "EMPLOYER" means Rexnord Corporation and any subsidiary and/or affiliated
corporation which has adopted this Plan.
2.08 "PARTICIPANT" means an Employee who has been named a Participant in this
Plan in the manner set forth in Article III.
2.09 "PLAN" means the Rexnord Supplemental Pension Plan for U.S. Employees.
2.10 "RETIREMENT PLAN" means the Rexnord Corporation Non-Union Pension Plan,
as in effect on January 1, 2003 or as amended thereafter from time to
time; provided, however, that for purposes of determining the benefits
under the Plan of any individuals who were accruing benefits under the
Invensys Pension Plan (Controls Component) immediately prior to the
Closing Date, the benefit formula and provisions related to early
retirement eligibility and adjustments in benefit amount for commencement
prior to Normal Retirement Age contained in the Invensys Pension Plan as
of the Closing Date, shall apply.
2.11 "SUPPLEMENTAL PLAN BENEFIT" means the benefit payable under Article IV of
the Plan.
Unless otherwise provided herein, or the context requires a differing meaning,
all terms contained in this Plan shall have the same meaning as set forth in the
Retirement Plan, as amended from time to time.
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ARTICLE III
ELIGIBILITY
3.01 PARTICIPATION
An Employee shall participate in the Plan when such Employee's benefit
under the Retirement Plan is subject to the limitations set forth in
Section 401(a)(17) and/or Section 415 of the Code; provided, he has been
identified by the Administrator as eligible to participate. A Participant
shall continue to participate in the Plan until termination of employment
or until the date the Administrator determines otherwise.
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ARTICLE IV
SUPPLEMENTAL PLAN BENEFITS
4.01 AMOUNT OF SUPPLEMENTAL PLAN BENEFITS
A Participant shall be entitled to a benefit under the provisions of this
Article if his benefit determined under the provisions of the Retirement
Plan is less than such benefit would have been if (a) the definition of
Compensation under the Retirement Plan included Compensation in excess of
the limitations imposed under Section 401(a)(17) of the Code and/or (b)
the limits under Section 415 of the Code did not apply.
If a Participant's benefit from the Retirement Plan is reduced as a
result of either or both of the conditions described in the preceding
paragraph, the benefit to which the Participant is entitled under the
Plan shall be equal to the amount determined under (i) below minus the
amount determined under (ii) below:
i. The benefit which would have been payable under the terms of the
Retirement Plan if the definition of Compensation under the
Retirement Plan included Compensation in excess of the limitations
imposed under Section 401(a)(17) of the Code and if the limits
under Section 415 of the Code did not apply.
ii. The benefit actually payable to the Participant under the terms of
the Retirement Plan.
4.02 AMOUNT OF SUPPLEMENTAL PLAN PRE-RETIREMENT DEATH BENEFIT
In the event that the Participant dies prior to commencement of his
Supplemental Plan Retirement Benefit and his Beneficiary under the
Retirement Plan is entitled to a pre-retirement death benefit under said
Retirement Plan, then such Beneficiary shall also be entitled to a
pre-retirement death benefit under this Supplemental Plan. The amount of
such benefit shall be determined in the same manner as under the
Retirement Plan, other than the application of the limitations on
benefits payable under the Retirement Plan as referenced above in Section
4.01.
4.03 COMMENCEMENT AND FORM OF SUPPLEMENTAL PLAN BENEFIT PAYMENT
Subject to the discretion of the Administrator, benefits shall commence
under this Article to a Participant or the Participant's Beneficiary in
the same form and as of the same date that benefits commence to the
Participant or Participant's Beneficiary under the Retirement Plan.
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Notwithstanding the preceding paragraph if the Actuarial Equivalent of
the Participant's retirement benefit under this Plan at the time of
payment does not exceed $5,000, or such other amount as determined by the
Administrator, then such retirement benefit shall be automatically
payable as a lump sum.
4.04 SUSPENSION OF BENEFITS
Payment of benefits under this Plan to a retired Participant who is
reemployed by the Employer may be suspended by the Administrator if the
payment of such Participant's benefit under the Retirement Plan is
suspended on account of reemployment. Upon such Participant's subsequent
retirement or termination of employment, his benefits shall recommence
and the benefit payable under this Plan may be recomputed by accumulating
both periods of employment and will be actuarially adjusted to reflect
any benefit payments previously made to the Participant in order to avoid
any duplication of benefits.
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ARTICLE V
VESTING
5.01 VESTING
A Participant shall be vested in his Supplemental Plan Benefit to the
extent he is vested in his benefit under the provisions of the Retirement
Plan.
5.02 FORFEITURE FOR CAUSE
Notwithstanding any other provision of this Plan to the contrary, any
Participant who (i) because of admitted or judicially proven fraud or
dishonesty causes substantial harm to the Employer or (ii) knowingly and
materially violates any non-interference or non-competition provision
contained in any employment agreement with the Employer, shall forfeit
all retirement benefits otherwise payable to him, and death benefits
payable to his spouse or Beneficiary, under this Plan.
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ARTICLE VI
FUNDING
6.01 FUNDING
There is no fund associated with this Plan. The Employer shall be
required to make payments only as benefits become due and payable. No
person shall have any right, other than the right of an unsecured general
creditor, against the Employer with respect to the benefits payable
hereunder, or which may be payable hereunder, to any Participant,
surviving spouse or Beneficiary hereunder. If the Employer, acting in its
sole discretion, establishes a reserve or other fund associated with this
Plan, no person shall have any right to or interest in any specific
amount or asset of such reserve or fund by reason of amounts which may be
payable to such person under this Plan, nor shall such person have any
right to receive any payment under this Plan except as and to the extent
expressly provided in this Plan. The assets in any such reserve or fund
shall be subject to the control of the Employer, and need not be used to
pay benefits hereunder.
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ARTICLE VII
ADMINISTRATION
7.01 DUTIES OF ADMINISTRATOR
The Administrator of the Plan shall be Rexnord Corporation. The
Administrator shall have full authority to construe and interpret the
terms and provisions of the Plan, to adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan and
perform all acts, including the delegation of its administrative
responsibilities, as it shall, from time to time, deem advisable, and to
otherwise supervise the administration of this Plan. The Administrator
may correct any defect, supply any omission or reconcile any
inconsistency in the Plan, or in any election hereunder, in the manner
and to the extent it shall deem necessary to carry the Plan into effect.
Any decision, interpretation or other action made or taken in good faith
by or at the direction of the Administrator in connection with the Plan
shall be within the absolute discretion of the Administrator and shall be
final, binding and conclusive on the Company and all employees and
Participants and their respective heirs, executors, administrators,
successors and assigns. A Participant who is also the Administrator, a
member of a committee that is the Administrator or a person to whom the
Administrator has delegated responsibility pursuant to this Section 7.01
shall not participate in any decision involving a request made by him or
relating in any way to his rights, duties, and obligations as a
Participant (unless such decision relates to all Participants generally
and in a similar manner).
7.02 FINALITY OF DECISIONS
The Administrator is expressly granted, without intending any limitation,
the discretion to construe the terms of the Plan and to determine
eligibility for benefits hereunder. The decisions made by and the actions
taken by the Administrator in the administration of the Plan shall be
final and conclusive on all persons, and neither the Administrator nor
the Employer shall be subject to individual liability with respect to the
Plan.
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ARTICLE VIII
MISCELLANEOUS
8.01 NON-GUARANTEE OF EMPLOYMENT
Nothing contained in this Plan shall be construed as a contract of
employment between the Employer and any Participant, or as a right of any
such Participant to be continued in the employment of the Employer, or as
a limitation on the right of the Employer to deal with any Participant,
as to their hiring, discharge, layoff, compensation, and all other
conditions of employment in all respects as though this Plan did not
exist.
8.02 RIGHTS UNDER PLAN
Nothing in this Plan shall be construed to limit, broaden, restrict, or
grant any right to a Participant, surviving spouse or any Beneficiary
thereof under the Retirement Plan, or to grant any additional right to
any such person under the Retirement Plan or in any way to limit, modify,
repeal or otherwise affect the Employer's right to amend or modify the
Retirement Plan.
8.03 AMENDMENTS/TERMINATION
The Employer reserves the right to make from time to time amendments to
or terminate this Plan by vote duly adopted by the Board of Directors,
provided that no such amendment or termination shall reduce any benefits
earned under the terms of this Plan prior to the date of termination or
amendment.
8.04 NONASSIGNABILITY
The benefits payable under this Plan shall not be subject to alienation,
assignment, garnishment, execution or levy of any kind and any attempt to
cause any benefits to be so subjected shall not be recognized, except to
the extent required by applicable law.
8.05 ENTIRE AGREEMENT; SUCCESSORS
This Plan, including any subsequently adopted amendments, shall
constitute the entire agreement or contract between the Employer and any
Participant regarding the Plan. There are no covenants, promises,
agreements, conditions or understandings, either oral or written, between
the Employer and any Participant relating to the subject matter hereof,
other than those set forth in this Plan. This Plan and any amendment
shall be binding on the parties hereto and their respective heirs,
administrators, trustees, successors and assigns, and on all designated
Beneficiaries of the Participant.
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8.06 SUCCESSOR EMPLOYER
In the event of the dissolution, merger, consolidation or reorganization
of the Employer, provision may be made by which a successor to all or a
major portion of the Employer's property or business shall continue this
Plan, and the successor shall have all of the powers, duties and
responsibilities of the Employer under this Plan.
8.07 GOVERNING LAW
This Plan shall be construed and enforced in accordance with, and
governed by, the laws of the State of Delaware.
8.08 CLAIMS PROCEDURE
The Claims Procedure currently detailed, and as may later be amended,
under the Retirement Plan is hereby incorporated by reference as the
Claims Procedure for this Plan; provided, however that the "Board of
Directors, or its duly authorized representative", shall be substituted
for the "Committee" in the Claims Procedure detailed in such Retirement
Plan.
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IN WITNESS WHEREOF, Rexnord Corporation has caused this instrument to be
executed in its name and on its behalf and effective as of January 1, 2003.
Rexnord Corporation
By:
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Title:
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Attest:
By:
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(Seal)
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