A.M. CASTLE & CO. SUPPLEMENTAL
401(k) SAVINGS AND RETIREMENT
PLAN
(As Amended and restated Effective
as of January 1, 2009)
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PAGE
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1
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1.1. History, Purpose and Effective
Date
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1
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1.2. Related Companies and Employers
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1
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1.3. Definitions, References
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2
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2
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1.5. Source of Benefit Payments
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2
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3
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3
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3
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3
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1.10. Action by Employers
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3
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1.11. Limitations on Provisions
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3
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1.12. Claims and Review Procedures
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3
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3
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2.1. Eligibility to Participate
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3
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2.2. Restriction on Participation
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3
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2.3. Plan Not Contract of Employment
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4
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SECTION 3 Deferred Compensation, Plan Benefits
and Accounting
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4
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4
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3.2. Compensation Deferrals
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4
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5
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5
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3.5. Coordination with 401(k) Savings
Plan
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5
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3.6. Adjustment of Accounts
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6
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3.7. Statement of Accounts
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6
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SECTION 4 Payment of Plan Benefits
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7
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7
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4.2. Distribution on Termination
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7
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4.3. Distributions To Persons Under
Disability
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9
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9
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4.5. Benefits May Not Be Assigned or
Alienated
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9
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4.6. Deferred Commencement of Payments Upon
Separation From Service
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9
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4.7. Payment of Small Accounts
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9
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4.8. Distributions Upon Income Inclusion Under
Section 409A
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9
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4.9. Tax Treatment and Withholding
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10
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SECTION 5 Amendment and Termination
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10
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5.1. Amendments and Termination
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10
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5.2. Termination as to Employers
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11
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5.3. Rights Not Limited by
Section 409A
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11
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A.M. CASTLE & CO.
SUPPLEMENTAL 401(k) SAVINGS AND RETIREMENT PLAN
(As Amended and restated Effective
as of January 1, 2009)
SECTION 1
1.1.
History. Purpose and Effective Date. A.M. Castle & Co.
(the “Company”) has previously established A.M. Castle
& Co. Employees 401(k) Savings and Retirement Plan (the
“401(k) Savings Plan”) to provide retirement and other
benefits for its eligible employees and those of any Related
Company (as defined in subsection 1.2) which, with the consent of
the Company, adopts the 401(k) Savings Plan. Contrary to the desire
of the Company, the amount of the benefit payable to or on account
of an employee under the 401(k) Savings Plan may be limited by
reason of the application of various provisions of the Internal
Revenue Code of 1986, as amended (the “Code”). To
assure that affected individuals will receive total retirement and
other benefits in an amount comparable to the amount that they
would have receive under the 401(k) Savings Plan but for certain
limitations of the Code, the Company established the A. M. Castle
& Co. Supplemental 401(k) Savings and Retirement Plan (the
“Plan”), effective as of January 1, 1989, The
following provisions constitute an amendment and restatement and
continuation of the Plan, effective as of January 1, 2009,
(the “Effective Date”), subject to the
following.
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(a)
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The
Plan as set forth herein shall, subject to paragraph (b) next
below, apply to benefits under the Plan, the payment of which
commences on or after the Effective Date. Benefits for which
payments commence prior to the Effective Date shall be determined
in accordance with the provisions and administration of the Plan
prior to the Effective Date, taking into account the provisions of
paragraph (b) next below.
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(b)
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It
is the intention that all amounts deferred under the Plan will be
subject to the provisions of section 409A of the Code and
applicable guidance issued thereunder
(“Section 409A”), regardless of whether such
amounts were deferred (within the meaning of Section 409A) on,
prior to, or after January 1, 2005; provided, however, that
amounts deferred as of December 31, 2004 with respect to
Participants who terminated employment on or before
December 31, 2004 and for whom no amounts are deferred after
December 31, 2004 are not intended to be subject to the
provisions of Section 409A, and such amounts shall continue to
be subject to the terms and conditions of the Plan as in effect
prior to January 1, 2005.
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1.2.
Related Companies and Employers. The term “Related
Company” means any corporation or trade or business during
any period that it is, along with the Company, a member of a
controlled group of corporations, trades or businesses, as
described in section 414(b) and 414(c), respectively, of the Code.
The Company and each Related Company which,
with the
consent of the Company, adopts the Nan are referred to below
collectively as the “Employers” and individually as an
“Employer.”
1.3.
Definitions. References. Unless the context clearly requires
otherwise or except as otherwise provided by the Committee from
time to time, any word, term or phrase used in the Plan shall have
the same meaning as is assigned to it under the terms of the 401(k)
Savings Plan. Any reference in the Plan to a provision of the
401(k) Savings Plan shall be deemed to include reference to any
comparable provision of any amendment of that plan.
1.4.
Plan Administration. The authority to control and manage the
operation and administration of the Plan shall be vested in the
committee appointed by the Board of Directors of the Company to act
under the 401(k) Savings Plan (the “Committee”). In
controlling and managing the operation and administration of the
Plan, the Committee shall have the same rights, powers and duties
as those delegated to it under the 401(k) Savings Plan, the
Secretary of the Company (or, on behalf of the Secretary of the
Company, any Corporate Secretary or Assistant Secretary) shall
certify to any interested person the names of the employees of the
Company who are, from time to time, authorized to act on behalf of
the Committee and who are responsible for the day-to-day operation
and administration of the Plan. Any interpretation of the Plan by
the Committee and any decision made by the Committee on any other
matter within its discretion is final and binding on all
persons.
1.5.
Source of Benefit Payments. The amount of any benefit
payable under the Plan with respect to any Participant shall be
paid by each Employer, pro rata, according to the amount such
Employer contributed on behalf of the Participant under the 401(k)
Savings Plan as compared with the amount contributed on behalf of
the Participant by the Company and all other companies
participating in the 401(k) Retirement Plan, respectively. An
Employer shall not be required to pay benefits to a Participant
under the Plan in excess of the amount determined under the
preceding sentence and a Participant’s entitlement to
benefits under the Plan shall be limited in accordance with the
preceding sentence to the extent that Related Companies who have
contributed to the 401(k) Savings Plan on behalf of the Participant
are not Employers under this Plan. Benefits payable under the Plan
by any Employer shall be paid from the Employer’s general
revenues and assets. None of the individuals entitled to benefits
under the Plan shall have any preferred claim on, or any beneficial
ownership interest in, any assets of any Employer or to any
accounts, trusts or funds that the Employers may establish or
accumulate to aid in providing benefits under the Plan, and any
rights of such individuals under the Plan shall constitute
unsecured contractual rights only. Nothing contained in the Plan
shall constitute a guarantee by the Employers that the assets of
the Employers shall be sufficient to pay any benefits to any
person. An Employer’s obligation under the Plan shall be
reduced to the extent that any amounts due under the Plan are paid
from one or more trusts, the assets of which are subject to the
claims of general creditors of the Employer or any affiliate
thereof; provided, however, that nothing in the Plan shall require
the Company or any Employer to establish any trust to provide
benefits under the Plan, and no Participant shall have any interest
in or claim to any assets of any such trust as the Company may,
from time to time, establish or maintain for such
purpose.
1.6.
Applicable Laws. The Plan shall be construed and
administered in accordance with the laws of the State of Illinois
to the extent that such laws are not preempted by the laws of the
United States of America.
1.7.
Plan Year. The “Plan Year” shall be the calendar
year.
1.8.
Gender and Number. Where the context admits, words in the
masculine gender shall include the feminine, words in the singular
shall include the plural and the plural shall include the
singular.
1.9.
Notices. Any notice or document required to be filed with
the Committee under the Plan will be properly filed if delivered or
mailed by registered mail, postage prepaid, to the Committee, in
care of the Company, at its principal executive offices. Any notice
required under the Plan may be waived by the person entitled to
notice.
1.10.
Action by Employers. Any action required or permitted to be
taken under the Plan by any Employer which is a corporation shall
be by resolution of its Board of Directors, or by a person or
persons authorized by its Board of Directors. Any action required
or permitted to be taken by any Employer which is a partnership
shall be by a general partner of such partnership or by a duly
authorized officer thereof.
1.11.
Limitations on Provisions. The provisions of the Plan and
the benefits provided hereunder shall be limited as described
herein. Any benefit payable under the 401(k) Savings Plan shall be
paid solely in accordance with the terms and conditions of the
401(k) Savings Plan and nothing in this Plan shall operate or be
construed in any way to modify, amend, or affect the terms and
provisions of the 401(k) Savings Plan,
1.12.
Claims and Review Procedures. The claims procedure
applicable to claims and appeals of denied claims under the 401(k)
Savings Plan shall apply to any claims for benefits under the Plan
and appeals of any such denied claims.
2.1.
Eligibility to Participate. Each person who was a
“Participant” in the Plan immediately prior to the
Effective Date shall continue as a Participant hereunder for
periods thereafter, subject to the terms and conditions of the
Plan. Subject to the terms and conditions of the Plan, the key
employees of an Employer who shall be eligible to become
Participants in the Plan for periods on and after the Effective
Date shall be designated from time to time by the Company. Once an
eligible employee becomes a Participant, he shall continue as such
for so long as he has a benefit payable under the Plan.
2.2.
Restriction on Participation. Notwithstanding any provision
of this Section 2 to the contrary, participation in the Plan
shall be limited to a select group of management or highly
compensated employees within the meaning of sections 201(2),
301(a)(3) and 401(a)(1) of ERISA. If the Committee determines that
participation by one or more Participants shall cause the Plan to
be subject to Part 2, 3, or 4 of Title I of ERISA, the
entire
interest of
such Participant or Participants under the Plan shall be
immediately paid to such Participant or Participants or shall
otherwise be segregated from the Plan, in the discretion of the
Committee, and such Participant or Participants shall cease to have
any interest under the Plan.
2.3.
Plan Not Contract of Employment. The Plan does not
constitute a contract of employment, and participation in the Plan
will not give any employee the right to be retained in the employ
of any Employer nor any right or claim to any benefit under the
Plan, unless such right or claim has specifically accrued under the
terms of the Plan.
Deferred Compensation. Plan
Benefits and Accounting
3.1.
Participant Account. The Committee shall maintain or cause
to be maintained an “Account,” (and such subaccounts as
it deems desirable) in the name of each Participant, which shall
reflect the sum of the following amounts:
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(a)
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the
amount of compensation deferred by the Participant in accordance
with the provisions of subsection 3.2;
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(b)
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the
amount of Matching Credits to be credited to the
Participant’s Account in accordance with the provisions of
subsection 3.3; and
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(c)
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the
amount of the Make-Whole Credits to be credited to the
Participant’s Account in accordance with the provisions of
subsection 3.4.
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The beginning
balance of each Participant’s Account on the Effective Date
shall be the amount credited to him under the Plan as in effect
immediately prior to the Effective Date.
3.2.
Compensation Deferrals.
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(a)
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Elections. In order to be eligible to defer
compensation for a Plan Year, a Participant must file an
appropriate deferral election (a “Participation
Election”) for that Plan Year. Such election must be made
before the start of the Plan Year immediately preceding the Plan
Year in which the compensation subject to that election is to be
earned and paid. A new deferral election will be required for each
Plan Year such individual remains an Eligible Employee.
Notwithstanding the foregoing, at the time an individual first
becomes eligible to participate in this Plan (and assuming he is
not already eligible to participate in any other “account
balance plan” (as defined in Treasury
Regulation Section 1.409A-1(c)(2)(i)(A)) of the Company),
that individual may elect, within thirty (30) days after he or
she first becomes eligible to participate in the Plan, to make
compensation deferrals with respect to compensation earned for
services performed by such individual in pay periods beginning
after the filing of his or her Participation Election.
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(b)
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No Changes. A Participant’s Participation
Election for a particular Plan Year may not be revoked, modified or
suspended (with respect to this Plan or the
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401(k) Savings Plan) after the start
of the Plan Year immediately preceding that Plan Year, except to
the extent permitted under Section 409A.
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<</tr> |
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