Exhibit 27
ASTEC INDUSTRIES,
INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
AMENDMENT AND RESTATEMENT EFFECTIVE
JANUARY 1, 2009
Effective
January 1, 1995, Astec Industries, Inc. established this
Supplemental Deferred Compensation Plan (the “Plan”) to
enhance for certain highly compensated Executive Officers the
retirement benefit provided by Astec Industries,
Inc. Effective as of January 1, 2009, Astec Industries,
Inc. hereby amends and restates the Plan in its entirety, primarily
to add certain provisions required to be included in the Plan
pursuant to Internal Revenue Code Section 409A. As
permitted under guidance issued under Code Section 409A, the Plan
does not contain provisions retroactive to the effective date of
Section 409A (January 1, 2005), but the Plan has complied with
Section 409A and guidance thereunder since the effective date of
such legislation.
ARTICLE I -
DEFINITIONS
As used herein,
the following terms shall have the following meanings unless a
different meaning is plainly required by the context:
|
|
ACCOUNT: The bookkeeping account maintained
by the Administrator for each Participant under the Plan, which
reflects the credits to the Participant’s Account under
Section 3.1 and the deemed Investment Results
thereon. For a Participant who received credits under
this Plan prior to January 1, 2005, the Account includes both a
Pre-2005 Company Contribution Account (which is exempt from Section
409A) and a Post-2004 Company Contribution Account (which is
subject to Section 409A).
|
|
|
ADMINISTRATOR : The Committee designated by the
Board to administer the Basic Plan.
|
|
|
BASIC
PLAN : The
Astec Industries, Inc. 401(k) Retirement Plan, as it may be amended
from time to time.
|
|
|
BENEFICIARY : The party or parties entitled to
receive a Participant’s Benefit in the event of the
Participant’s death.
|
1.5
BENEFIT : The Benefit payable to the Participant
pursuant to Article 3.
1.6
BOARD : The Board of Directors of Astec
Industries, Inc.
1.7
CODE : The Internal Revenue Code of 1986, as
amended.
1.8
COMPANY : Astec Industries, Inc.
|
|
COMPENSATION : The total base salary and annual
bonuses paid by Astec Industries, Inc. to the Participant during
the applicable calendar year, including salary reduction pre-tax
contributions made pursuant to a Code Section 401(k)
plan. Compensation shall be determined by
excluding reimbursements or other expense allowances, fringe
benefits (cash and non-cash), moving expenses, and welfare benefits
(and for this purpose, workers’ compensation payments of any
type and severance pay of any type shall be considered
“welfare benefits,” but sick pay, short term disability
and vacation pay are not considered “welfare
benefits”). In addition, Compensation shall be
determined by excluding the following types of
remuneration:
|
|
|
|
Employer
contributions to a plan of deferred compensation which are not
includible in the employee’s gross income for the taxable
year in which contributed, or employer contributions under a
simplified employee pension plan, or any distributions from a plan
of deferred compensation;
|
|
|
|
Amounts
realized from the exercise of a stock option, or when restricted
stock (or property) held by the employee either becomes freely
transferable or is no longer subject to a substantial risk of
forfeiture; and
|
|
|
Amounts
realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option.
|
|
|
INVESTMENT
RESULTS : The
deemed return on the investment of the contributions on behalf of
each Participant during each calendar year under this
Plan. The investment options that are available for
selection by Participants under this Plan from time to time
generally shall be the same as the investment options made
available to participants under the Basic Plan, provided, however,
and notwithstanding the foregoing, that (a) a Participant may make
separate and different investment elections under this Plan and the
Basic Plan; (b) there shall be no self-directed brokerage option
under this Plan; (c) there shall be no restriction under this Plan
on the percentage of a Participant’s Account under this Plan
that may be deemed to be invested in common stock of the Company;
(d) the Administrator may restrict investment elections with
respect to deemed investment in common stock of the Company to the
extent necessary to comply with federal and state securities law;
and (e) the Administrator may make such other changes to the
investment options offered under this Plan from time to time as the
Administrator deems necessary or appropriate in its
discretion.
|
|
|
PARTICIPANT : Those executive officers of Astec
Industries, Inc. determined by the Board to be eligible and
designated by the Board as participants from time to
time.
|
|
|
PRE-2005
COMPANY CONTRIBUTION ACCOUNT: If applicable, Pre-2005 Company Contribution
Account means the value of the Participant’s Account on
December 31, 2004, together with the Investment Results with
respect to such Account thereafter.
|
|
|
POST-2004
COMPANY CONTRIBUTION ACCOUNT: The value of the Participant’s
Account, minus the value of the Participant’s Pre-2005
Company Contribution Account. This generally means the
Participant’s employer credits after December 31, 2004 and
Investment Results thereto. The Post-2004 Company
Contribution Account Account shall be subject to Code Section 409A
and applicable guidance thereunder.
|
|
|
SEPARATION
FROM SERVICE: Separation from Service means
separation from service as determined under Code Section 409A and
applicable guidance thereunder.
|
|
|
SPECIFIED
EMPLOYEE: Specified Employee shall have the
meaning assigned to such term in Code Section 409A(2)(b)(i) and
regulations thereunder. The Company’s Specified
Employees shall be determined in accordance with rules adopted by
the Administrator, which shall be applied consistently with respect
to all nonqualified deferred compensation arrangements of the
Company.
|
The following
terms shall have the same meanings as contained in the Basic Plan
unless a different meaning is plainly required by the
context: Plan Year, Spouse, and Years of
Service.
ARTICLE 2 -
PARTICIPATION
Participation
in the Supplemental Executive Retirement Plan shall be limited to
those key executive officers responsible for the ultimate efficient
and profitable operation of the Company, who have been selected by
the Board of Directors. Appendix A to the Plan lists the
effective date participation commenced (and, if applicable, the
date participation ceased) for each Participant.
Unless
otherwise specified on Appendix A, each eligible employee will
participate as of January 1 of the year he is first designated a
participant by the Board. Participation in the Plan
shall cease on the date the Participant terminates employment with
the Company and all of its affiliates.
ARTICLE 3 - RETIREMENT
BENEFITS
|
|
CREDITS TO
ACCOUNT : Each
Account will be credited with the Employer contributions and
adjusted for Investment Results. The amount of the
Employer contribution will be determined at the date an Employee
becomes a Participant in this Plan, subject to increase or decrease
at a later date in the sole discretion of the Board of
Directors. Unless specified otherwise by the Board, the
initial contribution rate for the Participants designated in
Article II is 10% of Compensation.
|
3.2
VESTING : A Participant shall always be 100%
vested in his or her Account.
|
|
PAYMENT OF
BENEFITS : Payment of the deemed amount
accumulated in a Participant’s Account shall be made or shall
commence on a date determined by the Administrator during the 90
day period following the Participant’s Separation from
Service; provided, however, that, if at any time the payment of
bene
|
