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AMENDED AND RESTATED AVERY DENNISON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Addendum or Modifications

AMENDED AND RESTATED AVERY DENNISON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN | Document Parties: AVERY DENNISON CORPORATION | Avery International Corporation You are currently viewing:
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AVERY DENNISON CORPORATION | Avery International Corporation

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Title: AMENDED AND RESTATED AVERY DENNISON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: Delaware     Date: 8/12/2009
Industry: Containers and Packaging     Sector: Basic Materials

AMENDED AND RESTATED AVERY DENNISON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Parties: avery dennison corporation , avery international corporation
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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 was 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

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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.

(a)

 

Average Compensation ” shall mean base compensation plus annual bonus over the last three years of a Participant’s employment, subject to any adjustments under a Letter of Grant.

 

(b)

 

BRP ” shall mean the Amended and Restated Benefit Restoration Plan of Avery Dennison Corporation.

 

(c)

 

Cause ” shall mean (i) a Participant’s commission of a crime or other act that could materially damage the reputation of the Company; (ii) a Participant’s theft, misappropriation, or embezzlement of Company property; (iii) a Participant’s falsification of records maintained by the Company; (iv) 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; (v) a Participant’s misconduct; or (vi) 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.

 

(d)

 

Change in Control ” shall mean a Change in Control as defined under the BRP.

 

(e)

 

Committee ” shall mean the Compensation and Executive Personnel Committee of the Board of Directors of the Company.

 

(f)

 

Company ” shall mean Avery Dennison Corporation.

 

(g)

 

Death Benefit ” shall mean the SERP Benefit payable to a surviving spouse in accordance with Section 5.1 and Section 5.2.

 

(h)

 

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.

 

(i)

 

Good Reason ” shall mean a “separation from service for good reason” as set forth in Code Section 409A, so long as, without the express written consent of the Participant, one or more of the following shall have occurred without being timely remedied in the manner set forth below:

(i) A material diminution in the Participant’s base compensation;

(ii) A material diminution in the Participant’s authority, duties, or responsibilities;

(iii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report;

(iv) A material change in the geographic location at which the Participant must perform the services; or

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(v) Any other action or inaction that constitutes a material breach by the Company of the agreement under which the Participant provides services.

The Participant shall have “Good Reason” in connection with any or all of the above solely if (A) the Participant provides notice to the Company of the existence of the particular condition, action or inaction which the Participant considers to give the Participant “Good Reason” within ninety (90) days of the initial existence of the condition, or the action or inaction, and (B) the Company shall not have remedied the condition, action or inaction within thirty (30) days of its receipt of the Participant’s notice. The effective date of any termination for “Good Reason” shall be no later than twelve (12) months after the initial existence of such condition, action or inaction constituting “Good Reason.”

(j)

 

Interest ” shall mean, except as otherwise stated in the Letter of Grant from the Company to the Participant, “Interest” as defined under the BRP.

 

(k)

 

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.

 

(l)

 

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.

 

(m)

 

Lump Sum ” shall mean the single sum payment that is Actuarially Equivalent to the SERP Benefit payable as of a specified date.

 

(n)

 

Plan ” shall mean the Amended and Restated Avery Dennison Corporation Supplemental Executive Benefit Plan.

 

(o)

 

Participant ” shall mean an individual who is described under Article II.

 

(p)

 

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 Section 1.409A-1(a)(2).

 

(q)

 

SERP Benefit ” shall mean the benefit payable under the Plan.

 

(r)

 

2008 Transition Election ” shall mean the 2008 Transition Election as defined under the BRP.

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

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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 a SERP Benefit for a Participant who is an Employee of a Company Affiliate (and not the Company) to such Company Affiliate 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

(a)

 

Benefit Commencement Date . A Participant’s SERP Benefit shall be paid as


 
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