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REEBOK
EXCESS BENEFIT PLAN
AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004
1. PURPOSE AND SCOPE OF EXCESS BENEFIT PLAN; EFFECTIVE DATE.
The purpose of this Excess Benefit Plan is to provide benefits
supplementing the Discretionary Contributions made under the Savings
and Profit-Sharing Plan which are limited by reason of sections
401(a)(17) and 415(c)(1)(A) of the Internal Revenue Code.
This Excess Benefit Plan was established in 1990, and is amended and
restated in its entirety effective January 1, 2004. Effective as of
January 1, 2004, this Excess Benefit Plan is incorporated by reference
into and made a part of the Reebok Executive Deferred Compensation Plan
(the "Plan"), and all of the terms and conditions of Plan govern the
Excess Benefit Plan. To the extent of any inconsistency between this
Excess Benefit Plan and the Plan, the terms of the Plan will govern.
2. DEFINITIONS.
DEFINITIONS. All of the definitions contained in the Plan shall apply
to the Excess Benefit Plan. In addition, as used herein, the following
terms shall have the meanings specified below, unless a different
meaning is clearly indicated by the context.
2.1 "Discretionary Credit" means any amount credited to a
Participant's account under paragraph 5.3.2 below.
2.2 "Excess Benefit Plan Account" means the aggregate balance to the
credit of an Excess Benefit Plan Participant's Discretionary Credit
Subaccount and Supplemental Credit Subaccount.
2.3 "Excess Benefit Plan Participant" means an Employee for whose
benefits Discretionary Credits and Supplemental Credits are allocated
under Section 3.
2.4 "Excess Benefit Plan Retirement" means termination of employment on
or after attainment of age 65 or such earlier age as may be determined
by the Company in its sole discretion.
2.5 "Interest" means the amounts credited pursuant to Section 7.2
herein.
2.6 "Interest Rate" means the interest-equivalency rate, which, for any
month, is Merrill Lynch annual corporate bond yield rate for the last
business day of the calendar quarter preceding the calendar quarter in
which such month occurs, divided by 12. The Committee may, in its
discretion, select a different rate, provided that notice to the
Deferral Plan Participants of the change in rate has been given
reasonably in advance of the date on which the Participant's deferral
elections are required to be made.
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2.7 "Savings and Profit-Sharing Plan" means the Reebok Savings and
Profit-Sharing Retirement Plan established for employees of Reebok
International Ltd., as amended from time to time, a portion of which is
a profit-sharing plan maintained by the Company and is intended to be
qualified under section 401(a) of the Code, as from time to time in
effect.
2.8 "Supplemental Credit" means, with respect to any Participant for
any plan year of the Savings and Profit-Sharing Plan, an amount equal
to the excess of (i) over (ii), where
(i) is the portion of the employer contributions to the
Savings and Profit-Sharing Plan for such year which,
after expenses, if any, would have been allocated to
the Participant's account under the Savings and
Profit-Sharing Plan if such allocation had been made
without regard to the limitations of sections
401(a)(17) and 415(c)(1)(A) of the Code and the
corresponding provisions of the Savings and
Profit-Sharing Plan; and
(ii) is the amount of the employer contributions to the
Savings and Profit-Sharing Plan for such year which
is actually allocated to the Participant's account
thereunder.
No Supplemental Credits shall be made or credited under this Excess
Benefit Plan with respect to plan years of the Savings and
Profit-Sharing Plan ended prior to December 31,1989.
2.9 "Supplemental Credit Eligible Employee" for purposes of the
Supplemental Credit means any employee of the Company who is eligible
to participate in the Savings and Profit-Sharing Plan and has limited
Discretionary Contributions under such plan due to limits under the
Code.
3. CREDITS.
3.1 As of the date on which the Company makes its contributions to the
Savings and Profit-Sharing Plan for a particular plan year, unless
otherwise approved by the Committee, the Administrator shall credit to
each Supplemental Credit Eligible Employee's Subaccount the
Supplemental Credit, if any, for such year.
3.2 As of the same date, the Administrator shall credit to each
Supplemental Credit Eligible Employee's Discretionary Credit Subaccount
the Discretionary Credit, if any, determined by the Board with respect
to such Participant for such year.
3.3 The Supplemental Credits and the Discretionary Credits shall be
credited to the Supplemental Credit Subaccount or Discretionary Credit
Subaccount, as the case may be, together with the Interest Equivalency
Credit, as described in Section 7.
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4. VESTING. Each Participant shall have a vested and nonforfeitable right
to his or her Supplemental Credit and Discretionary Credit Subaccount
balances hereunder at such time or times, and to such extent, as the
Participant is vested in his or her allocated share of the Company's
Profit-Sharing Contribution under the Savings and Profit-Sharing Plan.
Notwithstanding the preceding sentence, if a Participant vests in any
portion of his or her Savings and Profit-Sharing Plan accounts by
reason of the termination or partial termination of the Savings and
Profit-Sharing Plan, he or she shall be deemed to have vested in the
corresponding portion of the account balance hereunder only to the
extent, if any, determined by the Committee. Nothing in this paragraph
shall be deemed to give any Participant rights greater than those
described in paragraph 9.1 below.
5. BENEFIT PAYMENT.
5.1 Payment of the vested and nonforfeitable portion of the amounts
credited to a Participant's Excess Benefit Plan Account shall be made
in one of the following forms: (1) single lump sum distribution; (2)
annual installment payments over a five-year period; or (3) annual
installment payments over a ten-year period. Installment payments for
any year shall be determined by dividing the outstanding balance to the
credit of the Participant's Excess Benefit Plan Account by the
remaining number of installment payments. If the Participant dies
before the five or ten annual installment payments are made, the unpaid
balance will continue to be paid in installments for the unexpired
portion of such period to the Participant's Beneficiary.
5.2 A Participant shall elect the form of benefit payment in accordance
with the procedures established by the Committee. A Participant must
make a written election as to benefit payment form when he or she first
becomes eligible to participate. Failure to elect a particular
distribution method will be treated as a deemed election to receive a
single lump sump distribution. A Participant may who is not yet in
payment status may change his or her election hereunder with respect to
the balance to the credit of his or her entire account at any time in a
writing acceptable to the Committee, but in that event such Participant
shall not be credited with Interest, as described in Section 7.2.3.
6. DISTRIBUTION. Commencing on the first business day of the third
calendar month following the later of (i) separation from service with
the Company and any member of its controlled group of corporations
(within the meaning of section 414 of the Code) and (ii) Excess Benefit
Plan Retirement, a Participant shall receive his or her benefit in the
form provided under paragraph 5 herein. Participants receiving
installment payments shall receive subsequent payments as of the
anniversary date of the first installment payment.
7. ACCOUNTS; CREDITING OF INTEREST
7.1 ACCOUNTS. Accounts shall be established under the Excess Benefit
Plan to which amounts are credited for the Participant's benefit under
Section 3. References to a Participant's Account shall include
subaccounts established for the purpose of crediting Discretionary
Credits and Supplemental Credits.
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7.2 INTEREST-EQUIVALENCY CREDIT.
7.2.1 As of the last day of each calendar month (the
"crediting month"), there shall be credited to each
Participant's Account (including a Participant receiving
installment payments under Section 5.1) an amount determined by
multiplying the balance of such Account on the last business
day of the immediately preceding month by the Interest Rate
applicable to the crediting month.
7.2.2 In addition, for any month in which a
Supplemental Credit or Discretionary Credit is added to a
Participant's Account, there shall also be added to such
subaccount an amount determined by multiplying the Interest
Rate by such Credit or Credits for the period commencing on the
date or dates such Credits were made to the account and ending
on the last date of such month.
7.2.3 Notwithstanding the foregoing, Interest shall
not be credited under subparagraphs 7.2.1 or 7.2.2 to a
Participant's Account for the three calendar months following a
change in payment form, as described in paragraph 5.2.
7.3 ALTERNATIVE PHANTOM INVESTMENT ELECTIONS.
7.3.1 The Committee may, in lieu of the crediting of
Interest as provided in Section 7.2, provide that a Participant
may select among phantom investment funds for the purposes of
determining the phantom investment earnings or losses with
respect to a Excess Benefit Plan Participant's Account. The
phantom investment funds shall be selected by the Committee in
its sole discretion, and shall be established for record
keeping purposes only, and shall not be required to be
informally funded or held in specific investments or as
separated assets.
7.3.2 In the event that the Committee determines to
permit alternative investment elections by Excess Benefit Plan
Participants, or determines to change the phantom investment
funds offered to, it shall provide advance notice to
Participants.
IN WITNESS WHEREOF, Reebok International Ltd. has caused this Excess
Benefit Plan to be executed by its officer hereunto duly authorized this 11th
day of February, 2004.
REEBOK INTERNATIONAL LTD.
/s/ David A. Pace
By: ________________________________
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