Exhibit 10.11
CFW Communications Company
Executive Supplemental Retirement Plan
As Amended and Restated Effective January 1, 1994
CFW COMMUNICATIONS COMPANY
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
As Amended and Restated
Effective January 1, 1994
-1-
INTRODUCTION 3
ARTICLE I 3
1.01. Affiliate 3
1.02. Annuity Starting Date 3
1.03. Board 4
1.04. Code 4
1.05. Company 4
1.06. Disability or Disabled 4
1.07. Eligible Employee 4
1.08. Final Pay 4
1.09. Participant 4
1.10. Plan 4
1.11. Qualified Pre-Retirement Survivor Annuity 4
1.12. Retirement and Retire 4
1.13. Retirement Plan 5
1.14. Supplemental Benefit Account 5
1.15. Surviving Spouse 5
1.16. Year of Service 5
ARTICLE II 6
ARTICLE III 6
3.01. Amount of Benefit 6
3.02. Timing and Form of Payment 7
3.03. Death Benefits 7
3.04. Disability Benefits 8
3.05. Forfeiture 8
ARTICLE IV 9
ARTICLE V 9
5.01. No Guarantee of Employment 9
5.02. Termination of Employment 9
ARTICLE VI 10
ARTICLE VII 10
7.01. Amendment or Termination 10
7.02. Notice Requirement 11
7.03. Special Rule 11
7.04. Effect of Plan Termination 11
ARTICLE VIII 12
ARTICLE IX 13
ARTICLE X 13
10.01. The Board 13
10.02. Indemnification of the Board 13
10.03. Powers of the Board 13
10.04. Information 14
ARTICLE XI 14
11.01. Binding Nature 14
11.02. Governing Law 14
11.03. Use of Masculine and Feminine; Singular and Plural 14
ARTICLE XII 15
EXHIBIT I 16
I. INTRODUCTION
On March 22, 1982, the Board of Directors of Clifton Forge-Waynesboro
Telephone Company adopted an unfunded non-qualified deferred compensation plan.
The purpose of the Plan is to supplement the retirement benefits payable under
the Company's tax-qualified plans to those key employees selected to
participate. The Board determined that the adoption of the Executive
Supplemental Retirement Plan will assist it in attracting and retaining those
employees whose judgment, abilities and experience will contribute to its
continued progress.
Effective January 1, 1994, the Plan is amended and restated to (1) change
the name of the Plan to reflect the change in the Plan's sponsorship, (2) revise
the benefit formula and (3) provide pre-retirement death and disability benefits
to those participants who die or become disabled while employed by the Company.
The Plan is intended to be a plan that is unfunded and maintained primarily
for the purpose of providing deferred compensation for a "select group of
management or highly compensated employees" (as such phrase is used in the
Employee Retirement Income Security Act of 1974). The Plan must be administered
and construed in a manner that is consistent with that intent.
II. ARTICLE I
DEFINITIONS
-----------
The following phrases or terms have the indicated meanings:
A. 1.01. Affiliate
---------
means (i) any entity that is a member of a controlled group of corporations as
defined in Code section 1563(a), determined without regard to Code sections
1563(a)(4) and 1563(e)(3)(c), of which the Company is a member according to Code
section 414(b); (ii) an unincorporated trade or business that is under common
control with the Company as determined according to Code section 414(c); or
(iii) a member of an affiliated service group of which the Company is a member
according to Code section 414(m).
B. 1.02. Annuity Starting Date
----------------------
means the first day of the first period for which a benefit is payable under the
Plan.
-3-
C. 1.03. Board
-----
means the Board of Directors of CFW Communications Company.
D. 1.04. Code
----
means the Internal Revenue Code of 1986, as amended.
E. 1.05. Company
-------
means CFW Communications Company.
F. 1.06. Disability or Disabled
----------------------
has the same meaning as such terms have under the Company's long-term disability
plan.
G. 1.07. Eligible Employee
-----------------
means an individual who (i) is employed by the Company or an Affiliate; and (ii)
is a member of management or is a highly compensated employee.
H. 1.08. Final Pay
---------
means, for purposes of Plan Section 3.01(a)(1), one-twelfth of the average of
the Participant's five consecutive years when his earnings from the Company, as
reported on Form W-2, plus any salary reduction amounts, were the highest and
means, for purposes of Plan Section 3.01(a)(2), one-twelfth of the Participant's
total compensation in his final twelve months of employment with the Company.
I. 1.09. Participant
-----------
means an Eligible Employee who is designated by the Board to participate in the
Plan in accordance with Article II. An individual shall remain a Participant
only so long as the individual remains an Eligible Employee and his designation
as a Participant has not been revoked or rescinded.
J. 1.10. Plan
----
means the CFW Communications Company Executive Supplemental Retirement Plan.
K. 1.11. Qualified Pre-Retirement Survivor Annuity
-----------------------------------------
means the monthly benefit payable to the Participant's Surviving Spouse, if any,
on the death of the Participant prior to his Annuity Starting Date in the form
determined under Section 1.33 of the Retirement Plan.
-4-
L. 1.12. Retirement and Retire
---------- ------
mean severance from employment with the Company or an Affiliate on or after
becoming eligible for early, normal or postponed retirement under the Retirement
Plan.
M. 1.13. Retirement Plan
---------------
means the Revised Retirement Plan for the Employees of CFW Communications
Company.
N. 1.14. Supplemental Benefit Account
----------------------------
means an account established under a funded plan on behalf of a Plan Participant
who also participates in such plan.
O. 1.15. Surviving Spouse
----------------
means, for purposes of Plan Section 3.03(b), the person to whom the Participant
legally married throughout the one-year period ending on the date of the
Participant's death.
P. 1.16. Year of Service
---------------
means a Participant's years of service for purposes of vesting under the
Retirement Plan.
-5-
III. ARTICLE II
PARTICIPATION
-------------
An Eligible Employee who is designated to participate in the Plan by the
Board shall become a Participant in the Plan as of the date specified by the
Board. A Participant shall continue to participate until such date as the Board
may declare he is no longer a Participant, until the date that he is no longer
an Eligible Employee or until he is no longer entitled to benefits under the
Plan.
IV. ARTICLE III
BENEFITS
--------
A. 3.01. Amount of Benefit
-----------------
(a) Upon Retirement, a Participant shall be entitled to a monthly
Retirement benefit which shall commence on such Retirement date and which shall
be payable on the first day of each month thereafter.
(1) For Participants who retire on and after January 1, 1994, the
amount of such monthly Retirement shall be equal to (i) minus (ii),
(iii), and (iv) below where:
(i) equals the Participant's Final Pay times the Applicable
Percentage (as shown on Exhibit I to the Plan);
(ii) equals the monthly Retirement Annuity payable under the
Retirement Plan (determined as a straight life annuity);
(iii) equals the monthly benefit payable to the Participant at
age 62 under the Federal Social Security Act in effect as of the
date of determination, assuming that the Participant had continued
in the employ of the Company until his age 62 and whether or not the
Participant is currently receiving such benefit;
(iv) equals the monthly benefit (determined as a straight life
annuity) that would be payable to the Participant based on the
employer-provided benefit under the CFW Communications Company
Savings and Security Plan assuming that the Participant contributed
to such plan at the maximum rate allowable by law and permitted
under such plan and that such contribution earns interest at
interest rate paid on twenty-four month Treasury bills as in effect
on the first day of each calendar year from the date of contribution
to the date of determination.
-6-
(2) For Participants who Retire prior to January 1, 1994, the amount
of such monthly Retirement benefit shall be equal to the difference
between (i) and (ii) below where:
(i) equals 80% of the Participant's Final Pay; and
(ii) equals the monthly Retirement Annuity payable under the
Retirement Plan (determined as a straight life annuity) plus the
monthly benefit payable to the Participant under the Federal Social
Security Act.
(b) From time to time, the Board may, in its sole and absolute discretion,
increase the monthly benefit payable to a Participant in pay status to reflect
cost-of-living increases.
B. 3.02. Timing and Form of Payment
--------------------------
(a) The payment of any benefit under this Article shall begin as of the
same date that the Participant's retirement benefit under the Retirement Plan is
scheduled to commence.
(b) For benefits payable prior to January 1, 1994, the benefit payable
under this Article shall be computed and paid in the form of an annuity for the
life of the Participant.
(c) For benefits payable on and after January 1, 1994, the benefits payable
under this Article shall be paid in the manner designated by the Board in its
sole discretion. If the Board has made no designation of the manner in which
the Plan's benefits shall be paid as of the date such benefits become payable to
the Participant, the Board shall be deemed to have made a designation that the
Plan's benefit payments shall be payable on behalf of the Participant, for the
same period and in the same manner and in the same form as the Participant
elected under the Retirement Plan.
(d) Benefits not paid in a straight life annuity or commencing prior to
what would have been the Participant's normal retirement date under the
Retirement Plan, must be the Actuarial Equivalent of a straight life annuity and
must be reduced to reflect early commencement based on the factors and
assumptions employed under the Retirement Plan.
C. 3.03. Death Benefits
--------------
(a) For Participants who Retire prior to January 1, 1994, no benefits are
payable from this Plan after the death of the Participant.
-7-
(b) Effective January 1, 1994, if a Participant dies prior to what would
have been his Annuity Starting Date under the Retirement Plan, the Participant's
Surviving Spouse, if any, shall be entitled to a Qualified Preretirement
Survivor's Annuity commencing on what would have been the Participant's earliest
retirement age under the Plan. The amount of the Qualified Preretirement
Survivor Annuity will be determined under the formula in Plan section 3.01(a)(1)
based on the Participant's Years of Service as of his date of death. In the
event of a Participant's death after his Annuity Starting Date, benefits will be
paid in accordance with the form of benefit determined under Plan Section
3.02(c) above.
D. 3.04. Disability Benefits
-------------------
Effective January 1, 1994, Participants who have completed fifteen (15)
Years of Service and who become Disabled while in the employ of the Company or
an Affiliate shall be entitled to a monthly retirement allowance computed under
Plan section 3.01(a)(1) and based on his Years of Service as of the date he
became Disabled. Benefits shall be payable when the Participant reaches his
earliest retirement date under the Plan. If such Participant dies before he is
eligible to commence benefits, his surviving spouse shall be entitled to a
Qualified Preretirement Survivor's Annuity as determined under Plan section
3.03(b).
E. 3.05. Forfeiture
----------
Benefits payable under this Plan shall be forfeited if the Participant
engages, directly or indirectly, as an owner, partner, employee, stockholder,
officer or director of any firm or business entity, in any business activity in
any state of the continental United States, territory or foreign country in
which the Company does business which is the same as or similar to the business
of the Company or any division or subsidiary thereof. The Company's "business",
as presently conducted, is described in the Company's most recent business plan.
-8-
V. ARTICLE IV
GUARANTEES
----------
CFW Communications Company and any Affiliate participating in the Plan have
only a contractual obligation to pay the benefits described in Article III. All
benefits are to be satisfied solely out of the general corporate assets of the
Company or the appropriate Affiliate which shall remain subject to the claims of
its creditors. No assets of the Company or a participating Affiliate will be
segregated or committed to the satisfaction of its obligations to any
Participant or Beneficiary under this Plan. If the Company, in its sole
discretion, elects to purchase life insurance on the life of a Participant in
connection with the Plan, the Participant must submit to a physical examination,
if required by the insurer, and otherwise cooperate in the issuance of such
policy or his rights under the Plan will be forfeited.
VI. ARTICLE V
TERMINATION OF EMPLOYMENT
-------------------------
A. 5.01. No Guarantee of Employment
--------------------------
The Plan does not in any way limit the right of the Company or an Affiliate
at any time and for any reason to terminate the Participant's employment or such
Participant's status as an Eligible Employee. In no event shall the Plan, by
its terms or by implication, constitute an employment contract of any nature
whatsoever between the Company or an Affiliate and a Participant.
B. 5.02. Termination of Employment
-------------------------
(a) Except as provided in subsection (b), a Participant who ceases to be an
Eligible Employee or whose employment with the Company and its Affiliates is
terminated either with or without cause, for reasons other than Retirement shall
immediately cease to be a Participant under this Plan and shall forfeit all
rights under this Plan. Further, in no event shall an individual who was a
Participant but is not a Participant at the time of such individual's
Retirement, be entitled to any benefit under the Plan. A Participant on
authorized leave of absence from the Company shall not be deemed to have
terminated employment or lost his status as an Eligible Employee for the
duration of such leave of absence.
(b) Effective January 1, 1994, a Participant who terminates his employment
with the Company prior to Retirement but after completing fifteen (15) Years of
Service, shall be entitled to benefits under the Plan as of the date he would
have been eligible to Retire and determined under Plan section 3.01(a)(1), based
-9-
on his Years of Service as of his termination of employment; provided, however,
that no benefits shall be payable if (1) the Participant terminates his
employment voluntarily or (2) the Company discharges the Participant with Cause
as determined by the Board.
(c) For purposes of subsection (b), Cause means
-----
(1) dishonesty of the Participant in a material matter;
(2) the use of narcotics or alcohol by the Participant to an extent
which materially interferes with the Participant's performance of
Participant's duties hereunder;
(3) material and repeated failure by the Participant to carry out
the directions, instructions, policies, rules, regulations, or decisions
of the Company;
(4) conviction of or pleading guilty to a felony or embezzlement
from the Company or an Affiliate; and
(5) repeated and unexcused absenteeism of the Participant after
reasonable notice.
VII. ARTICLE VI
COORDINATION OF BENEFITS
------------------------
The amount payable in any month to a Participant or Beneficiary, under the
Plan shall be reduced, but not below zero, by the Actuarial Equivalent of any
amount paid or payable to the Participant for the month in question or a prior
or future month from a Supplemental Benefit Account.
This limitation shall not apply to the extent that its application would
result in the payment of an after-tax benefit under the Plan and a Supplemental
Benefit Account that is less than the benefit otherwise payable under Article
III on an after-tax basis. In determining the amount payable under Plan and
from a Supplemental Benefit Account on an after-tax basis, the Committee shall
make its determination using the maximum rates of federal, state, and local
income taxes that are applicable to the Participant or Beneficiary.
VIII. ARTICLE VII
TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
----------------------------------------------
A. 7.01. Amendment or Termination
------------------------
Except as otherwise specifically provided, the Company reserves the right
to terminate, amend or modify this Plan, wholly or partially, at any time and
-10-
from time to time. Such right to terminate, amend or modify the Plan shall be
exercised by the Board.
B. 7.02. Notice Requirement
------------------
(a) Plan section 7.01 notwithstanding, no action to terminate the Plan
shall be taken except upon written notice to each Participant to be affected
thereby, which notice shall be given not less than thirty (30) days prior to
such action.
(b) Any notice which shall be or may be given under the Plan shall be in
writing and shall be mailed by United States mail, postage prepaid. If notice
is to be given to the Company such notice shall be addressed to it at Post
Office Box 1990, Waynesboro, Virginia 22980-1990; addressed to the attention of
the Corporate Secretary. If notice is to be given to a Participant, such notice
shall be addressed to the Participant's last known address.
C. 7.03. Special Rule
------------
The rights of the Company set forth in Plan section 7.01 are subject to the
condition that the Board shall take no action to terminate the Plan or decrease
the benefit that is payable to a Participant following the date such Participant
commences receiving the benefits described in Article III without such
Participant's consent.
D. 7.04. Effect of Plan Termination
--------------------------
Except as provided in Plan section 7.03, upon the termination of this Plan
by the Board, the Plan shall no longer be of any further force or effect, and
neither the Company, any Affiliate nor any Participant shall have any further
obligation or right under this Plan. Likewise, the rights of any individual who
was a Participant and whose designation as a Participant is revoked or rescinded
by the Board shall cease upon such action.
-11-
IX. ARTICLE VIII
OTHER BENEFITS AND AGREEMENTS
-----------------------------
The benefits provided for a Participant under the Plan are in addition to
any other benefits available to such Participant under any other plan or program
of the Company for its employees, and, except as may otherwise be expressly
provided for, the Plan shall supplement and shall not supersede, modify or amend
any other plan or program of the Company in which a Participant is
participating.
-12-
X. ARTICLE IX
RESTRICTIONS ON TRANSFER OF BENEFITS
------------------------------------
No right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to
do so shall be void. No right or benefit hereunder shall in any manner be
liable for or subject to the debts, contracts, liabilities, or torts of the
person entitled to such benefit. If any Participant under the Plan should
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to a benefit hereunder, then such right or benefit,
in the discretion of the Board, shall cease and terminate, and, in such event,
the Board may hold or apply the same or any part thereof for the benefit of such
Participant, his or her spouse, children, or other dependents, or any of them,
in such manner and in such portion as the Board may deem proper.
XI. ARTICLE X
ADMINISTRATION OF THE PLAN
--------------------------
A. 10.01. The Board
---------
The Plan shall be administered by the Board. Subject to the provisions of
the Plan, the Board may adopt such rules and regulations as may be necessary to
carry out the purposes hereof. The Board's interpretation and construction of
any provision of the Plan shall be final and conclusive.
B. 10.02. Indemnification of the Board
----------------------------
The Company shall indemnify and save harmless each member of the Board
against any and all expenses and liabilities arising out of his administration
of the Plan, excepting only expenses and liabilities arising out of his own
willful misconduct. Expenses against which a member of the Board shall be
indemnified hereunder shall include without limitation, the amount of any
settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted under the Plan, or a proceeding
brought or settlement thereof. The foregoing right of indemnification shall be
in addition to any other rights to which any such member may be entitled.
C. 10.03. Powers of the Board
-------------------
In addition to the powers hereinabove specified, the Board shall have the
power to compute and certify the amount and kind of benefits from time to time
payable to Participants under the Plan, to authorize all disbursements for such
-13-
purposes, and to determine whether a Participant is entitled to a benefit under
the Plan.
D. 10.04. Information
-----------
To enable the Board to perform his functions, the Company shall supply full
and timely information to the Board on all matters relating to the compensation
of all Participants, their retirement, death or other cause for termination of
employment, and such other pertinent facts as the Board may require.
XII. ARTICLE XI
MISCELLANEOUS
-------------
A. 11.01. Binding Nature
--------------
The Plan shall be binding upon the Company, any participating Affiliates
and its successors and assigns; subject to the powers set forth in Article VII,
and upon a Participant and his assigns, heirs, executors and administrators.
B. 11.02. Governing Law
-------------
To the extent not preempted by federal law, the Plan shall be governed and
construed under the laws of the Commonwealth of Virginia (including its choice
of law rules, except to the extent those rules would require the application of
the law of a state other than Virginia) as in effect at the time of their
adoption and execution, respectively.
C. 11.03. Use of Masculine and Feminine; Singular and Plural
Masculine pronouns wherever used shall include feminine pronouns and the
use of the singular shall include the plural.
-14-
XIII. ARTICLE XII
ADOPTION
--------
The Company has adopted this Plan pursuant action taken by the Board.
As evidence of its adoption of the Plan, CFW Communications Company has
caused this document to be signed by its President, this ___ day of __________,
1993, and made effective as of January 1, 1994.
CFW COMMUNICATIONS COMPANY
By:
-------------------------
-15-
XIV. EXHIBIT I
Participant's
Years of Service Applicable Percentage
---------------- ---------------------
1-14 0
15 50.0
16 51.5
17 53.0
18 54.5
19 56.0
20 57.5
21 59.0
22 60.5
23 62.0
24 63.5
25 65.0
26 66.5
27 68.0
28 69.5
29 71.0
30 72.5
31 74.0
32 75.5
33 77.0
34 78.5
35 80.0
-16-