SUPPLEMENTAL PENSION
PLAN
(As Amended and Restated Effective
as of January 1, 2009)
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
1
|
|
1.1 History, Purpose and Effective
Date
|
|
|
1
|
|
1.2 Related Companies and Employers
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
1.5 Source of Benefit Payments
|
|
|
2
|
|
|
|
|
|
3
|
|
|
|
|
|
3
|
|
1.8 Claims and Review Procedures
|
|
|
3
|
|
|
|
|
|
3
|
|
|
|
|
|
3
|
|
2.2 Plan Not Contract of Employment
|
|
|
3
|
|
SECTION 3 AMOUNT AND PAYMENT OF SUPPLEMENTAL
PENSION BENEFITS
|
|
|
3
|
|
3.1 Amount of Supplemental Pension
Benefit
|
|
|
3
|
|
3.2 Transition Period Election of Benefit
Commencement Date
|
|
|
4
|
|
3.3 Election to Defer Benefit Commencement
Date
|
|
|
4
|
|
3.4 Distribution of Supplemental Pension
Benefits
|
|
|
5
|
|
|
|
|
|
5
|
|
3.6 Distribution of Small Amounts
|
|
|
6
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
3.9 Time of Payment of Survivor
Benefit
|
|
|
7
|
|
3.10 Actuarial Equivalence
|
|
|
7
|
|
3.11 Deferred Commencement of Payments Upon
Separation From Service
|
|
|
7
|
|
3.12 Distributions Upon Income Inclusion Under
Section 409A
|
|
|
8
|
|
SECTION 4 ADDITIONAL PROVISIONS
|
|
|
8
|
|
4.1 Payment of Benefit in the Event of
Disability
|
|
|
8
|
|
4.2 Benefits Not Transferable
|
|
|
8
|
|
4.3 Tax Treatment and Withholding
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
SECTION 5 AMENDMENT AND TERMINATION
|
|
|
8
|
|
|
|
|
|
8
|
|
|
|
|
|
8
|
|
5.3 Rights Not Limited by
Section 409A
|
|
|
9
|
|
A.M. CASTLE & CO.
SUPPLEMENTAL PENSION PLAN
(As Amended and Restated Effective as of January 1,
2009)
1.1 History.
Purpose and Effective Date. Effective January 1, 1987,
A.M. Castle & Co., a Delaware corporation (the
“Company”), established the A.M. Castle & Co.
Supplemental Pension Plan (the “Plan”) for its
employees and the employees of any affiliated corporation which,
with the consent of the Company, adopts the Plan. Effective
June 5, 2001, A.M. Castle & Co. was merged with and into
its wholly owned subsidiary, Castle Merger, Inc., a Maryland
corporation, and the surviving corporation, Castle Merger, Inc. was
redesignated A.M. Castle & Co. and was substituted as the
“Company” under the terms of the Plan. The initial
purpose of the Plan was to provide supplemental retirement benefits
to employees whose pension benefits otherwise payable under the
A.M. Castle & Co. Salaried Employees Pension Plan (the
“Qualified Plan”) were limited by operation of section
415 of the Internal Revenue Code of 1986, as amended (the
“Code”). The Plan was amended and restated effective as
of January 1, 1988 to provide supplemental retirement benefits
for employees of the Company and its affiliates whose benefits
under the A.M. Castle & Co. Employees Profit Sharing Plan were
limited under the Code. Effective as of January 1, 1989, the
Company established the A.M. Castle & Co. Supplemental Profit
Sharing Plan, and any supplemental profit sharing benefits to which
a Participant is entitled have since been provided under that
separate plan. Effective for Plan Years beginning on or after
January 1, 1989, benefits under the Qualified Plan are subject
to limitations under section 401(a)(17) of the Code, and since that
time the Plan has been and continues to be administered to provide
supplemental retirement benefits to employees whose pension
benefits under the Qualified Plan are limited by operation of
section 415 or section 401(a)(17) of the Code, or both. The
provisions set forth herein constitute an amendment, restatement
and continuation of the Plan as in effect immediately prior to
January 1, 2009 (the “Effective Date”), subject to
the following:
|
|
(a)
|
|
The
Plan as set forth herein shall 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.
|
|
|
|
|
|
|
|
(b)
|
|
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.
|
The Plan is
intended to be an unfunded “excess benefit plan” within
the meaning of section 3(36) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”); provided,
however, that, to the extent, if any, that the Plan provides
benefits which cannot be provided by an excess benefit plan, the
Plan shall constitute an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees.
1.2 Related
Companies and Employers. The term “Related Company”
means any corporation, trade or business during any period in which
it is, along with the Company, a member of a controlled group of
corporations or a controlled group of trades or businesses (as
described in sections 414(b) and (c), respectively, of the Code.
The Company and each Related Company which, with the consent of the
Company, adopts the Plan are referred to below collectively as the
“Employers” and individually as an
“Employer.”
1.3
Definitions. 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 Qualified
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 to act under the Qualified Plan. In controlling
and managing the operation and administration of the Plan, the
Committee shall have the same rights, powers and duties as it has
under the Qualified Plan.
1.5 Source of
Benefit Payments. The amount of any benefit payable with
respect to any Participant under the Plan shall be paid by each
Employer, pro rata, according to the amount such Employer
contributed on behalf of the Participant under the Qualified Plan,
as compared with the amount contributed on behalf of the
Participant by the Company and all other companies participating in
the Qualified Plan. 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 (with any
amounts in excess of such limit forfeited) in accordance with the
preceding sentence to the extent that Related Companies which have
contributed to the Qualified 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 general revenues and assets of
the Employer. 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 laws of Illinois shall be the controlling state law
in all matters relating to the Plan and shall be applicable to the
extent that they are not preempted by the laws of the United States
of America.
1.7 Gender and
Number. Where the context admits, words in any gender shall
include each other gender, words in the plural shall include the
singular and words in the singular shall include the
plural.
1.8 Claims and
Review Procedures. The claims procedure applicable to claims
and appeals of denied claims under the Qualified Plan shall apply
to any claims for benefits under the Plan and appeals of any such
denied claims.
2.1
Participation. Subject to the terms and conditions of the
Plan, each person who was a “Participant” in the Plan
immediately prior to the Effective Date shall continue as a
Participant in the Plan from and after the Effective Date. Subject
to the terms and conditions of the Plan, each other employee of an
Employer shall become a “Participant” in the Plan as of
the first date on which his accrued benefit attributable to
Employer contributions under the Qualified Plan is limited by
application of either or both of sections 415 and 401(a)(17) of the
Code (the “Code Limitations”).
2.2 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.
Amount and Payment of
Supplemental Pension Benefits
3.1 Amount of
Supplemental Pension Benefit. Subject to the terms and
conditions of the Plan, each Participant whose employment with the
Employers and Related Companies terminates for reasons other than
death shall be entitled to a “Supplemental Pension
Benefit” under the Plan, commencing as of his Benefit
Commencement Date (as defined in subsection 3.4 below), in an
amount (expressed as a single life annuity) equal to:
|
|
(a)
|
|
the
amount of the benefit (expressed as a single life annuity), if any,
which the Participant would be entitled to receive under the
Qualified Plan commencing on such Benefit Commencement Date
(whether or not benefits under the Qualified Plan actually commence
on such date), if the Qualified Plan benefit were determined
without regard to the Code Limitations;
|
|
|
(b)
|
|
the
amount of the benefit (expressed as a single life annuity) which
the Participant would be entitled to receive under the Qualified
Plan if the Qualified Plan benefit commenced on such Benefit
Commencement Date (whether or not benefits under the Qualified Plan
actually commence on such date).
|
3.2 Transition
Period Election of Benefit Commencement Date. Subject to the
terms and conditions of the Plan, each individual who is a
Participant in the Plan prior to the Effective Date and who is
permitted by the Company to make an election under this subsection
3.2, may elect the time at which payment of his Plan benefit will
commence by filing a written election with the Co
|
