Exhibit 10.11.1
AMENDED AND RESTATED
AVERY DENNISON CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
ARTICLE I – GENERAL
Section 1.1
Background
Avery Dennison Corporation (the
“Company” and successor to Avery International
Corporation), a corporation organized under the laws of the State
of Delaware, by resolution of its Board of Directors dated
November 17, 1983, adopted the Avery International Corporation
Supplemental Executive Retirement Plan effective as of
December 1, 1983, and which by action of the Compensation and
Executive Personnel Committee of the Board of Directors on
April 23, 1998, was amended and restated to be the Avery
Dennison Corporation Supplemental Executive Retirement Plan (the
“Plan”) effective as of April 23, 1998, and which
Plan by action of the Committee is further amended and restated
effective as of April 22, 2004, as set forth herein. Between
January 1, 2005 and December 31, 2008, the Plan was operated
in accordance with transition relief established by the Treasury
Department and Internal Revenue Service pursuant to Code
Section 409A. The Plan is amended and restated effective as of
January 1, 2009 to bring the Plan into compliance with Code
Section 409A and the Treasury Regulations issued by the
Treasury Department on April 10, 2007 and effective
January 1, 2009.
The Plan constitutes an unfunded
“excess benefit plan” within the meaning of
Section 3(36) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”). The Plan is maintained
primarily for the purpose of providing deferred Compensation for a
select group of management or highly compensated employees, within
the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1).
The Plan is intended to comply
with Code Section 409A and the Treasury Regulations
thereunder. Any provision of this document that is contrary to the
requirements of Code Section 409A or the Treasury Regulations
thereunder shall be null void and of no effect and the Plan shall
be interpreted and administered consistent with the requirements of
Code Section 409A, which shall govern the administration of
the Plan in the event of a conflict between the Plan terms and the
requirements of Code Section 409A and the Treasury Regulations
thereunder.
Section 1.2
Purpose
The purpose of the Plan is to
provide its participants with (i) additional incentive to
further the growth, development and financial success of the
Company, and (ii) an inducement to remain in the service of
the Company, by offering benefits to supplement other benefits they
may be entitled to receive at the time of their
retirement.
Section 1.3
Definitions
Whenever the terms below are used
in the Plan with the first letter capitalized, they shall have the
meaning specified below. Capitalized terms used in the Plan and not
defined below or in a Letter of Grant shall have the meanings
attributed to those terms under the BRP.
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(a)
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“
Average Compensation ” shall mean base compensation
plus annual bonus over the last three years of his employment,
subject to any adjustments under a Letter of Grant.
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(b)
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“
BRP ” shall mean the Amended and Restated Benefit
Restoration Plan of Avery Dennison Corporation.
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(c)
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“
Change in Control ” shall mean a Change in Control as
defined under the BRP.
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(d)
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“
Committee ” shall mean the Compensation and Executive
Personnel Committee of the Board of Directors of the
Company.
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(e)
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“
Company ” shall mean Avery Dennison
Corporation.
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(f)
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“
Cause ” shall mean (a) a Participant’s
commission of a crime or other act that could materially damage the
reputation of the Company; (b) a Participant’s theft,
misappropriation, or embezzlement of Company property; (c) a
Participant’s falsification of records maintained by the
Company; (d) a Participant’s substantial failure to
comply with the written policies and procedures of the Company as
they may be published or revised from time-to-time; (e) a
Participant’s misconduct; or (f) a Participant’s
substantial failure to perform the material duties of
Participant’s job with the Company, which failure is not
cured within 30 days after written notice from the Company
specifying the act or acts of non-performance. Determination of
Cause shall be made by the Committee or one or more individuals
designated by the Committee, in its sole and exclusive
discretion.
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(g)
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“
Death Benefit ” shall mean the SERP Benefit payable to
a surviving spouse in accordance with Article 5.
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(h)
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“
Disability ” shall mean, with respect to a
Participant, the approval for long term disability under the
applicable long term disability plan maintained by the Company or
an Affiliate under which the Participant is covered.
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(i)
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“ Good
Reason ” shall mean (a) a material reduction of job
responsibilities; (b) the Participant’s total targeted
compensation is decreased by more than ten percent in a twelve
month period; or (c) a reassignment of the Participant’s
principal place of work, without consent, to a location more than
50 miles from the Participant’s assigned work location at the
time of a Change of Control. For a Participant to become vested in
his SERP Benefits due to a Good Reason, in addition to other
requirements in this Plan the Participant must have provided
written notice to the Company of the asserted Good Reason not later
than 30 days after the occurrence of the event on which Good
Reason is based and at least 30 days prior to
Participant’s proposed termination date. The written notice
must contain reasonably specific detail describing the Good Reason.
The Company may take action to cure Participant’s stated Good
Reason within this 30-day period. If the Company does so, the
Participant shall not be eligible to be vested in his SERP Benefits
if he or she nevertheless voluntarily terminates
employment.
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(j)
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“
Interest ” shall mean, except as otherwise stated in
the Letter of Grant from the Company to the Participant,
“Interest” as defined under the BRP.
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(k)
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“ Key
Employee ” shall mean an individual determined to be a
“Key Employee” under the Company’s Key Employee
Policy, or any other definition adopted by the Committee with
respect to all plans and arrangements subject to Code
Section 409A.
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(l)
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“
Letter of Grant ” shall mean a letter to a Participant
describing the SERP Benefit payable to a Participant, and any terms
of the Plan that may apply to such Participant. Provisions of a
Letter of Grant shall control to the extent inconsistent with the
Plan.
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(m)
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“ Lump
Sum ” shall mean the single sum payment that is
Actuarially Equivalent to the SERP Benefit payable as of a
specified date.
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(n)
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“
Plan ” shall mean the Amended and Restated Avery
Dennison Corporation Supplemental Executive Benefit
Plan.
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(o)
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“
Participant ” shall mean an individual who is
described under Article II.
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(p)
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“
Qualified Plan ” shall mean the Qualified Plan as
defined in the BRP. The Qualified Plan is a qualified employer plan
as defined under Treasury Regulation
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Section 1.409A-1(a)(2).
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(q)
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“ SERP
Benefit ” shall mean the benefit payable under the
Plan.
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(r)
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“ 2008
Transition Election ” shall mean the 2008 Transition
Election as defined under the BRP.
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Section 1.4 Source of
Benefits
The Plan shall be an unfunded
promise of the Company or applicable Company Affiliates to make
payments in accordance with its terms. All SERP Benefits payable
under the Plan shall be paid from the Company’s general
assets, and nothing contained in the Plan shall require the Company
to set aside or hold in trust any funds for the benefit of a
Participant or his Beneficiary, each of whom shall have the status
of a general unsecured creditor with respect to the Company’s
obligation to make payments under the Plan. Any funds of the
Company available to pay SERP Benefits under the Plan shall be
subject to the claims of general creditors of the Company and may
be used for any purpose by the Company. Notwithstanding the
foregoing, the Company, in its sole discretion, shall have the
authority to allocate the total liability to pay any SERP Benefit
under the Plan to any applicable Employer as it deems
appropriate.
Section 1.5
Administration
Responsibility for the
administration of the Plan shall rest exclusively with the
Committee.
ARTICLE II – ELIGIBILITY
The Participants in the Plan
shall be those Employees of the Company or any Company Affiliate
who are so designated by the Committee.
ARTICLE III – BENEFITS
Section 3.1 Benefit
Formula
The SERP Benefit payable to a
Participant under the Plan, including any preretirement death
benefits payable to his Beneficiary, shall be determined by the
Committee at the time he is designated as a Participant and shall
be set forth in a Letter of Grant. In general terms, the benefit
will be based on a designated percentage of his Average
Compensation.
Section 3.2
Vesting
A Participant shall be fully
vested in his SERP Benefit upon attaining age 65 while an employee
of the Company, or upon any such earlier date as the Committee
designates with respect to him. Otherwise non-vested SERP Benefits
shall vest upon the Participant’s death or Disability while
an employee of the Company; or upon his involuntary Separation from
Service without Cause, which includes an involuntary Separation
from Service due to a Change in Control; or upon his Separation
from Service for Good Reason; provided, however, the vesting
provisions set forth in a Letter of Grant if different shall
control.
ARTICLE IV – TIME AND FORM OF
PAYMENT
Section 4.1 Form of
Payment
The form in which each
Participant’s SERP Benefit is paid under the Plan shall be
the same form of payment either specified or, if applicable,
elected under the terms of the BRP. A Participant who had not
received or commenced to receive SERP Benefits as of
December 31, 2008, was permitted to make a 2008 Transition
Election regarding the form of payment.
Section 4.2 Time of
Payment
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(a)
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Benefit
Commencement Date . A
Participant’s SERP Benefit shall be paid as of the same
Benefit Commencement Date determined under the BRP based on the
Payment Events describ
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