Exhibit 10.8
THE THOMAS & BETTS
PENSION RESTORATION PLAN
(EFFECTIVE JANUARY 1, 1995)
Table of Contents
Page
ARTICLE I - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1 Applicable Code Limits. . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.6 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.7 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.8 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.9 Employer. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.10 Normal Annuity Option. . . . . . . . . . . . . . . . . . . . . 2
Section 1.11 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . 3
Section 1.12 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.13 Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.14 Pension Restoration Benefit. . . . . . . . . . . . . . . . . . 3
Section 1.15 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.16 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.17 SEIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.18 Surviving Spouse Benefit . . . . . . . . . . . . . . . . . . . 3
Section 1.19 Gender and Number. . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II - PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.1 Participation . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.2 Former Employees. . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III - PENSION RESTORATION BENEFIT. . . . . . . . . . . . . . . . . . 4
Section 3.1 Amount of Benefit . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.2 Form and Time of Payment of Pension Restoration Benefit . . . . 5
Section 3.3 Payment of Small Benefits . . . . . . . . . . . . . . . . . . . 5
Section 3.4 Nonduplication of Benefits. . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV - SURVIVING SPOUSE BENEFIT. . . . . . . . . . . . . . . . . . . . 6
Section 4.1 Amount of Benefit . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.2 Form and Time of Payment of Surviving Spouse Benefit. . . . . . 6
Section 4.3 Payment of Small Benefits . . . . . . . . . . . . . . . . . . . 6
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Section 4.4 Nonduplication of Benefits. . . . . . . . . . . . . . . . . . . 7
ARTICLE V - OTHER BENEFIT PROVISIONS . . . . . . . . . . . . . . . . . . . . 7
Section 5.1 Vesting; Termination of Employment. . . . . . . . . . . . . . . 7
Section 5.2 Payment to Guardian . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.3 Withholding; Payroll Taxes. . . . . . . . . . . . . . . . . . . 8
Section 5.4 Domestic Relations Orders . . . . . . . . . . . . . . . . . . . 8
Section 5.5 Nonalienation of Benefits . . . . . . . . . . . . . . . . . . . 8
ARTICLE VI - SOURCE OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 6.1 Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VII - ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.1 The Committee . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.2 Records and Reports . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.3 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.4 Indemnification for Liability . . . . . . . . . . . . . . . . . 10
Section 7.5 Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE VIII - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . 12
Section 8.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8.3 Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX - MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . 13
Section 9.1 No Contract of Employment . . . . . . . . . . . . . . . . . . . 13
Section 9.2 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 9.3 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 9.4 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . 13
Section 9.5 Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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THE THOMAS & BETTS
PENSION RESTORATION PLAN
(EFFECTIVE JANUARY 1, 1995)
WHEREAS, Thomas & Betts Corporation (the "Company") desires to
establish a supplemental retirement plan in order to provide certain
employees with benefits which they would otherwise lose under The Thomas &
Betts Pension Plan (the "Pension Plan") as a result of (i) certain Internal
Revenue Code limitations on benefits which may be provided under the Pension
Plan and/or (ii) elective deferrals of compensation under The Thomas & Betts
Supplemental Executive Investment Plan (the "SEIP"); and
WHEREAS, the Company intends that this supplemental retirement plan
be unfunded and be maintained "primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees," within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974, as amended;
NOW, THEREFORE, effective January 1, 1995, the Company hereby
establishes The Thomas & Betts Pension Restoration Plan as follows:
ARTICLE I
DEFINITIONS
The following words and phrases, as used herein, shall have the
following meanings unless the context clearly indicates otherwise:
Section 1.1 APPLICABLE CODE LIMITS: The limitations on benefits
contained in Section 401(a)(17) and Section 415 of the Code, including any
amendments or modifications of such provisions or any successor provisions of
the Code.
Section 1.2 BENEFICIARY: The person or persons designated (or
deemed to be designated) by a Participant or Beneficiary to receive benefits
under the Pension Plan payable upon the death of the Participant or
Beneficiary, respectively, as provided under the Pension Plan.
Section 1.3 BOARD: The Board of Directors of the Company.
Section 1.4 CODE: The Internal Revenue Code of 1986, as amended.
Section 1.5 COMMITTEE: The Retirement Plans Committee appointed by
the Board.
Section 1.6 COMPANY: Thomas & Betts Corporation, or its successor
or successors who assume the obligations of the Company under the Plan.
Section 1.7 COMPENSATION: An Eligible Employee's compensation from
the Employer which is taken into account for purposes of determining his
accrued benefit under the Pension Plan.
Section 1.8 ELIGIBLE EMPLOYEE: An individual employed by the
Employer on or after January 1, 1995 (a) who is a participant in the Pension
Plan, and (b) who is eligible to participate in the SEIP and/or whose benefit
under the Pension Plan is reduced by the Applicable Code Limits.
Section 1.9 EMPLOYER: The Company and any subsidiary of the
Company which participates in the Pension Plan.
Section 1.10 NORMAL ANNUITY OPTION: An annuity providing monthly
payments to the Participant for his lifetime with a guaranteed minimum of 120
monthly payments, as defined in and administered under the Pension Plan.
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Section 1.11 NORMAL RETIREMENT DATE: The Participant's normal
retirement date under the Pension Plan.
Section 1.12 PARTICIPANT: An Eligible Employee who is accruing, or
who has accrued, a Pension Restoration Benefit under the Plan.
Section 1.13 PENSION PLAN: The Thomas & Betts Pension Plan, as
amended from time to time.
Section 1.14 PENSION RESTORATION BENEFIT: The supplemental
retirement benefit described in Article III of the Plan.
Section 1.15 PLAN: The Thomas & Betts Pension Restoration Plan, as
set forth herein and as amended from time to time.
Section 1.16 PLAN YEAR: A period of twelve consecutive months
beginning on January 1 and ending on the following December 31.
Section 1.17 SEIP: The Thomas & Betts Supplemental Executive
Investment Plan, as it presently exists and as it may be amended from time to
time.
Section 1.18 SURVIVING SPOUSE BENEFIT: The supplemental
pre-retirement survivor benefit described in Article IV of the Plan.
Section 1.19 GENDER AND NUMBER: The masculine pronoun wherever
used shall include the feminine and the singular may include the plural, and
vice versa, as the context may require.
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ARTICLE II
PARTICIPATION
Section 2.1 PARTICIPATION. An Eligible Employee shall be a
Participant if he is accruing, or has accrued, a benefit under the Pension
Plan, and if the amount of such benefit is reduced by reason of the
Applicable Code Limits and/or because he has elected to defer any of his
Compensation under the SEIP.
Section 2.2 FORMER EMPLOYEES. An individual shall not be an
Eligible Employee or a Participant if his employment with the Employer
terminated before January 1, 1995.
ARTICLE III
PENSION RESTORATION BENEFIT
Section 3.1 AMOUNT OF BENEFIT. The amount of the Pension
Restoration Benefit payable under the Plan shall be equal to the monthly
benefit which would be payable under the Pension Plan to or on behalf of a
Participant if:
(a) the Applicable Code Limits were inapplicable; and
(b) the Participant had not elected to defer any of his
Compensation under the SEIP,
less the monthly benefit actually payable to or on behalf of the Participant
under the Pension Plan.
The amounts described in (a) and (b) above shall be expressed as the
monthly benefit payable in the form of the Normal Annuity Option commencing at
the Participant's Normal Retirement Date, or the date of determination, if
later.
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Section 3.2 FORM AND TIME OF PAYMENT OF PENSION RESTORATION
BENEFIT. Except as otherwise provided in Section 3.3, the Pension Restoration
Benefit payable to or on behalf of a Participant, as determined under Section
3.1, shall be paid in the same form and at the same time as the benefit paid
to or on behalf of the Participant under the Pension Plan, and shall be
adjusted by the factors used under the Pension Plan to reflect the payment
option chosen by the Participant and the Participant's annuity starting date.
Section 3.3 PAYMENT OF SMALL BENEFITS. Notwithstanding the
provisions of Section 3.2, if the actuarial equivalent present value of the
Pension Restoration Benefit to which a Participant is entitled does not
exceed $25,000, such present value shall be distributed to the Participant in
a lump sum. For purposes of this Section 3.3, the actuarial equivalent
present value of a Participant's Pension Restoration Benefit shall be
determined as of the later of (a) February 1 of the calendar year following
the year in which he terminates employment with the Employer and all
affiliates or (b) November 1, 1997, using the interest and mortality
assumptions which would be used under the Pension Plan for purposes of
determining lump sum present values as of such determination date. Any lump
sum benefit payable under this Section 3.3 shall be paid within 60 days
following the applicable determination date.
Section 3.4 NONDUPLICATION OF BENEFITS. Notwithstanding any other
provision of this Plan, if a Participant is also covered by The Thomas &
Betts Executive Retirement Plan, the amount of the Pension Restoration
Benefit otherwise payable under this Plan shall be reduced by the value of
any benefit which such Participant is entitled to receive under the Executive
Retirement Plan.
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ARTICLE IV
SURVIVING SPOUSE BENEFIT
Section 4.1 AMOUNT OF BENEFIT. If a Participant who has accrued a
Pension Restoration Benefit dies prior to the distribution, or commencement
of distribution, of such Pension Restoration Benefit, and if a pre-retirement
survivor annuity is payable from the Pension Plan to his surviving spouse, a
Surviving Spouse Benefit shall be payable from this Plan. The amount of such
Surviving Spouse Benefit shall be equal to the monthly benefit which would be
payable under the Pension Plan to the surviving spouse if:
(a) the Applicable Code Limits were inapplicable; and
(b) the Participant had not elected to defer any of his
Compensation under the SEIP,
less the monthly benefit actually payable to the surviving spouse under the
Pension Plan.
The amounts described in (a) and (b) above shall be expressed in the
form of the pre-retirement survivor annuity payable under the Pension Plan.
Section 4.2 FORM AND TIME OF PAYMENT OF SURVIVING SPOUSE BENEFIT.
Except as otherwise provided in Section 4.3, the Surviving Spouse Benefit
payable under Section 4.1 shall be paid in the same form and at the same time as
the pre-retirement survivor annuity paid to the surviving spouse under the
Pension Plan, and shall be adjusted by the factors used under the Pension Plan
to reflect the annuity starting date.
Section 4.3 PAYMENT OF SMALL BENEFITS. Notwithstanding the provisions
of Section 4.2, if the actuarial equivalent present value of the Surviving
Spouse Benefit to which a surviving spouse is
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entitled does not exceed $25,000, such present value shall be distributed to
the surviving spouse in a lump sum. For purposes of this Section 4.3, the
actuarial equivalent present value of a Surviving Spouse Benefit shall be
determined as of the later of (a) February 1 of the calendar year following
the year in which the Participant dies or (b) November 1, 1997, using the
interest and mortality assumptions which would be used under the Pension Plan
for purposes of determining lump sum present values as of such determination
date. Any lump sum benefit payable under this Section 4.3 shall be paid
within 60 days following the applicable determination date.
Section 4.4 NONDUPLICATION OF BENEFITS. Notwithstanding any other
provision of this Plan, if a Participant is also covered by The Thomas &
Betts Executive Retirement Plan, the amount of the Surviving Spouse Benefit
otherwise payable under this Plan upon such Participant's death shall be
reduced by the value of any pre-retirement death benefit which such surviving
spouse is entitled to receive under the Executive Retirement Plan.
ARTICLE V
OTHER BENEFIT PROVISIONS
Section 5.1 VESTING; TERMINATION OF EMPLOYMENT. No benefit shall
be payable under this Plan to, or with respect to, any Participant who has
not earned a vested right to his accrued benefit under the Pension Plan.
No benefit shall be payable under this Plan to, or with respect to,
a Participant prior to his termination of employment with the Employer and
all affiliates.
Section 5.2 PAYMENT TO GUARDIAN. If an amount is payable under
this Plan to a minor, a person declared incompetent or a person incapable of
handling the disposition of property, the
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Committee or its appointed representative may direct the payment of the
amount to the guardian, legal representative or person having the care and
custody of the minor, incompetent or incapable person. The Committee or its
appointed representative may require proof of incompetency, minority,
incapacity or guardianship as it may deem appropriate prior to the
distribution of the amount. The distribution shall completely discharge the
Committee and its appointed representative and the Employer from all
liability with respect to the amount distributed.
Section 5.3 WITHHOLDING; PAYROLL TAXES. The Employer shall
withhold from payments made under the Plan any taxes required to be withheld
from a Participant's wages for federal, state or local government income or
other payroll taxes.
Section 5.4 DOMESTIC RELATIONS ORDERS. In the event a
Participant's pension benefit under the Pension Plan is subject to a
qualified domestic relations order, the Pension Restoration Benefit provided
by this Plan shall be paid without regard to the order, unless the order
specifically applies to benefits payable under this Plan.
Section 5.5 NONALIENATION OF BENEFITS. Except as provided in
Section 5.4 with respect to certain domestic relations orders, none of the
benefits or rights of a Participant or any Beneficiary under this Plan shall
be subject to the claim of any creditor. In particular, to the fullest
extent permitted by law, all such benefits and rights shall be free from
attachment, garnishment or any other legal or equitable process available to
any creditor of the Participant or his Beneficiary. Neither the Participant
nor his Beneficiary shall have the right to alienate, anticipate, commute,
pledge, encumber or assign any of the payments which he may expect to
receive, contingently or otherwise, under this Plan.
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ARTICLE VI
SOURCE OF FUNDS
Section 6.1 SOURCE OF FUNDS. This Plan shall be unfunded, and
payment of benefits hereunder shall be made from the general assets of the
Employer. Any asset which may be set aside, earmarked or identified as being
intended for the provision of benefits under this Plan, shall remain an asset
of the Employer and shall be subject to the claims of its general creditors.
Each Participant and Beneficiary shall be a general creditor of the Employer
to the extent of the value of his benefit accrued hereunder, and he shall
have no right, title or interest in any specific asset that the Employer may
set aside or designate as intended to be applied to the payment of benefits
under this Plan. The Employer's obligation under the Plan shall be merely an
unfunded and unsecured promise to pay money in the future.
ARTICLE VII
ADMINISTRATION
Section 7.1 THE COMMITTEE. This Plan shall be administered by the
Retirement Plans Committee appointed by the Board. The Committee and/or its
appointed representative shall have sole discretion to construe and interpret
the provisions of the Plan and to determine all questions oncerning benefit
entitlements, including the power to construe and determine disputed or
doubtful terms. To the maximum extent permissible under law, the
determinations of the Committee and/or its appointed representative on all
such matters shall be final and binding upon all persons involved.
Section 7.2 RECORDS AND REPORTS. The Committee or its appointed
representative shall keep a record of its proceedings and actions and shall
maintain all books of account, records and other data as shall be necessary
for the proper administration of the Plan. Such records shall contain all
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relevant data pertaining to individual Participants and their rights under
the Plan. The Committee or its appointed representative shall have the duty
to carry into effect all rights or benefits provided hereunder to the extent
assets of the Employer are properly available therefor.
Section 7.3 PAYMENT OF EXPENSES. The Employer shall pay all
expenses of administering the Plan. Such expenses shall include any expenses
incident to the functioning of the Committee or its appointed representative.
Section 7.4 INDEMNIFICATION FOR LIABILITY. The Employer shall
indemnify the members of the Committee, and the employees of the Employer to
whom the Committee delegates duties under the Plan, against any and all
claims, losses, damages, expenses and liabilities arising from their carrying
out of their responsibilities in connection with the Plan, unless the same is
determined to be due to gross negligence or willful misconduct.
Section 7.5 CLAIMS PROCEDURE. The procedure for presenting claims
under the Plan and appealing denials thereof shall be as follows:
(a) FILING OF CLAIMS. Any Participant or Beneficiary (the
"claimant") may file a written claim for a Plan benefit with the Committee
or its appointed representative.
(b) NOTICE OF DENIAL OF CLAIM. In the event of a denial of any
benefit requested by any claimant, the claimant shall be given a written
notification containing specific reasons for the denial. The written
notification shall contain specific reference to the pertinent Plan
provisions on which the denial is based. In addition, it shall contain a
description of any additional material or information necessary for the
claimant to perfect a claim and an explanation of why such material or
information is necessary. The
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notification shall also provide appropriate information as to the steps
to be taken if the claimant wishes to submit his claim for review.
The written notification shall be given to the claimant within 90
days after receipt of his claim by the Committee or its appointed
representative unless special circumstances require an extension of time
for processing, in which case written notice of the extension shall be
furnished to the claimant prior to the termination of the original 90-day
period, and such notice shall indicate the special circumstances which make
the extension appropriate. In no event shall the extension exceed a total
of 180 days from the date of the original receipt of the claim.
(c) RIGHT OF REVIEW. In the event of a denial of a claim for
benefits, the claimant shall be permitted to review the pertinent documents
and to submit to the Committee or its appointed representative issues and
comments in writing. In addition, the claimant may make a written request
for a review of his claim and its denial by the Committee or its appointed
representative. Such written request must be received by the Committee or
its appointed representative within 60 days after receipt by the claimant
of written notification of the denial of the claim.
(d) DECISION ON REVIEW.
(1) A decision shall be rendered by the Committee or its
appointed representative within 60 days after the receipt of the
request for review. However, where special circumstances make a
longer period for decision necessary or appropriate, the decision of
the Committee or its appointed representative may be postponed on
written notice to the claimant (prior to the expiration of the initial
60-
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day period) for an additional 60 days. In no event shall the decision
of the Committee or its appointed representative be rendered more
than 120 days after the receipt of the request for review.
(2) Any decision by the Committee or its appointed
representative shall be furnished to the claimant in writing in a
manner calculated to be understood by the claimant and shall set forth
the specific reason(s) for the decision and the specific Plan
provision(s) on which the decision is based.
ARTICLE VIII
AMENDMENT AND TERMINATION
Section 8.1 AMENDMENT. The Board shall have the right to amend or
modify the Plan at any time and for any reason. The Committee shall have
such authority to amend the Plan as shall be delegated to it by the Board in
the Retirement Plans Committee Charter or by resolution.
Section 8.2 TERMINATION. The Board shall have the right to
terminate the Plan, in whole or in part, at any time and for any reason.
Section 8.3 LIMITATIONS. No amendment or termination of the Plan
shall decrease the amount of any Participant's Pension Restoration Benefit
accrued or in pay status as of the date of amendment or termination
(determined as if the Participant had terminated employment as of such date,
or, if earlier, as of his actual date of termination).
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ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 NO CONTRACT OF EMPLOYMENT. Nothing contained herein
shall be construed as conferring upon any person the right to be employed by
the Employer or to continue in the employ of the Employer, and nothing
contained herein shall be construed to limit the right of the Employer to
terminate the employment of any Eligible Employee.
Section 9.2 APPLICABLE LAW. The provisions of this Plan shall be
construed and interpreted according to the laws of the State of Tennessee, to
the extent not superseded by federal law.
Section 9.3 HEADINGS. The headings of the Articles and Sections of
the Plan are for reference only. In the event of a conflict between a
heading and the contents of an Article or Section, the contents of the
Article or Section shall control.
Section 9.4 ENTIRE AGREEMENT. This Plan contains the entire
agreement by the Employer with respect to the subject matter hereof. No
modification or claim of waiver of any of the provisions hereof shall be
valid unless in writing and signed by the party against whom such
modification or waiver is sought to be enforced.
Section 9.5 SUCCESSORS. The provisions of this Plan shall bind and
inure to the benefit of the Employer and its successors and assigns. The
term "successors" as used herein shall include any corporate or other
business entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of the
Employer and successors of any such corporation or other business entity.
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IN WITNESS WHEREOF, Thomas & Betts Corporation has caused these
presents to be duly executed this ______ day of ______________, 1997.
Attest: THOMAS & BETTS CORPORATION
_________________________ By:___________________________
Secretary Title:
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