EXHIBIT 10(e)
12-16-2008
BEMIS SUPPLEMENTAL RETIREMENT
PLAN
(As Amended And Restated Effective
January 1, 2008)
Section 1.
Purpose of Plan
. The Bemis Supplemental
Retirement Plan (the “Plan”) has been established for
the following purposes:
(a)
To provide the additional benefits
which would have been provided under the regular benefit formula in
Sec. 4.5(a) and (b) of the Bemis Retirement Plan (the
“Retirement Plan”) but for the limitations imposed by
Code § 415 and/or Retirement Plan Sec. 8.12 or any successor
to either of said sections. By providing such benefits, the
Plan is an “excess benefit plan” under § 3 (36) of
ERISA.
(b)
To provide benefits which would have
been payable under the Retirement Plan but for the annual limit on
covered compensation imposed by Code §401
(a) (17). Said limit is $245,000 for 2009 and is subject
to a cost of living adjustment for future years. By providing such
benefits, the Plan provides deferred compensation for a select
group of management or highly compensated employees and therefore
is exempt from most requirements of ERISA.
The Plan is intended to comply with
the requirements of Code §409A.
Section 2.
Transition
Rules .
The Plan as set forth
herein applies to Participants whose benefits commence after
December 31, 2008.
Benefits which commenced during 2005
— 2008 are being paid pursuant to transition
rules applicable under Code §409A.
Benefits commencing prior to 2005
were paid under the Plan as previously in effect.
Section 3.
Definitions
. Unless otherwise specified
herein, capitalized terms used herein shall have the meanings
specified in the Retirement Plan as amended from time to
time. Terms defined in this Plan include:
(a)
The “Actuarial
Equivalent” factors used in the Plan are as
follows:
(1)
The interest rate used will be the
annual interest rate on 30-year Treasury securities as specified by
the Commissioner of Internal Revenue for October immediately
preceding whichever of the following Plan Years is
applicable:
(A)
For calculation of monthly amounts
payable under alternative forms of annuity, the Plan Year which
contains the commencement date specified in
Section 5(b).
(B)
For purposes of determining elective
lump sum payments to Participants under Section 6 (a) or
120-month installment payments under Section 6(b), the Plan
Year which contains the commencement date specified in
Section 5(b).
(C)
For purposes of determining elective
lump sum death benefits payable under Section 6(d), the Plan
Year which contains the first day of the month after the month in
which the Participant’s death occurs.
(D)
For purposes of determining and
paying mandatory lump sum cash-outs to participants under
Section 8(a), the Plan Year which contains the seventh month
after the month in which the Participant’s Separation from
Service occurs.
(E)
For purposes of determining and
paying mandatory lump sum cash- outs of death benefits with respect
to deceased participants under Section 8(b), the Plan Year in
which the Participant’s death occurs.
(F)
For purposes of applying
Section 8(d) (mandatory cashouts of certain benefits
where Separation from Service or death occurred prior to 2008), the
2008 Plan Year (i.e. use October 2007 rate).
(2)
The mortality table used for all
such calculations is the “applicable mortality table”
referred to in Income Tax Reg. 1.417(e)-1(d)(2), or any successor
to said regulation.
(b)
“Beneficiary”
means the person or persons a
Participant designates as such on his or her Beneficiary
designation form. The Company may prescribe a combined
Beneficiary designation form for use under this Plan and other
plans providing non-qualified deferred compensation. The
Participant may alter or revoke such designation without the
consent of the Beneficiary. If there is not on file with the
Company an effective designation of Beneficiary by a deceased
Participant, the Beneficiary shall be the person or persons
surviving the Participant in the first of the following classes in
which there is a survivor, share and share alike:
(1)
The Participant’s
spouse.
(2)
The Participant’s children,
except that if any of the Participant’s children predecease
the Participant but leave issue surviving the Participant, such
issue shall take by right of representation the share their parent
would have taken if living.
(3)
The Participant’s personal
representative (executor or administrator).
Determination of the identity of the
Beneficiary in each case shall be made by the Company. If a
Beneficiary survives the Participant, but dies before payment of
all amounts to which the Beneficiary is entitled, any remaining
payments will be made to the Beneficiary’s estate.
(c)
“Board”
means the board of directors of the
Company.
2
(d)
“Change in
Control” means any
event which qualifies as a change in the ownership or effective
control or a change in the ownership of a substantial portion of
the assets of the Company or another member of the Control Group
pursuant to Code §409A and any applicable regulations
interpreting said section.
(e)
“Code”
means the Internal Revenue
Code of 1986, as from time to time amended.
(f)
“Committee” means the Bemis Employee Benefits
Committee.
(g)
“Company”
means Bemis Company, Inc., a
Missouri corporation.
(h)
“ERISA”
means the Employee Retirement Income
Security Act of 1974, as from time to time amended.
(i)
“Participant”
means an individual who qualifies as
such pursuant to Section 4.
(j)
“Participating
Employer” means
each corporation which is a Participating Employer under the
Retirement Plan.
(k)
“Plan”
means the Bemis Supplemental
Retirement Plan as amended from time to time.
(l)
“Plan
Year” means the 12
month period ending each December 31.
(m)
“Retirement
Plan” means the
Bemis Retirement Plan as amended from time to time.
(n)
“Senior
SERP” means the
Bemis Supplemental Retirement Plan for Senior Officers as amended
from time to time.
(o)
“Separation from
Service” is defined
in Code §409A(a)(2)(A)(i) and applicable guidance
thereunder, which generally provides that:
(1)
a Participant will be deemed to have
a Separation from Service only if the Participant ceases to perform
any services for the Company and other members of the Control
Group, or the Participant continues to provide only
“insignificant” services;
(2)
service is
“insignificant” if it is performed at a rate that is no
more than 20% of the average level of services provided by the
Participant for the preceding three full calendar years;
(3)
a bona fide leave of absence will
not be considered a Separation of Service for the first six months
of such leave or until the Participant no longer has a right to
reemployment by statute or contract, whichever is longer;
and
(4)
transfer to an employer in which the
Company or another member of the Control Group has at least 50%
ownership interest is not a Separation from Service.
3
(p)
“Supplemental
BIPSP” means the
Bemis Supplemental BIPSP as amended from time to time.
(q)
“Supplemental
Pension”, “Target Benefit”,
and “Actual
Benefit” are defined in Section 5.
Section 4.
Eligibility to Receive a
Benefit . If a
person’s Separation from Service occurs under circumstances
that a benefit is payable under the Retirement Plan to such
individual to his or her surviving spouse, contingent annuitant, or
Beneficiary, a benefit shall also be payable under this Plan if the
benefit under the Retirement Plan is limited for one or more of the
reasons listed in Section 1. Each employee or former
employee eligible to receive a benefit under the Plan is a
“Participant” in this Plan.
Section 5.
Amount Payable
. The benefit payable with
respect to a Participant shall be determined and paid as
follows:
(a)
The “Supplemental
Pension” payable to a Participant under this Plan is a
monthly amount equal to the amount, if any, by which the
“Target Benefit” in (1) exceeds the “Actual
Benefit” in (2):
(1)
The “Target Benefit” is
the monthly amount which would have been payable to the Participant
or to his or her surviving spouse, contingent annuitant, or
beneficiary under the Retirement Plan for that month if the limits
referred to in Section 1 were not applicable. The Target
Benefit shall be calculated as follows:
(A)
If the Participant is a Group A
Participant under the Retirement Plan, the Target Benefit is the
Accrued Monthly Pension he or she would have had under Sec.
4.5(a) of the Retirement Plan if the limits referred to in
Section 1 of this Plan were not applicable, adjusted as
provided in (D) and (E).
(B)
If the Participant is a Group B
Participant under the Retirement Plan, the Target Benefit is the
Accrued Monthly Pension he or she would have had under Sec.
4.5(b) of the Retirement Plan if the limits referred to in
Section 1 of this Plan were not applicable, adjusted as
provided in (D) and (E).
(C)
For purposes of determining the
Target Benefit, the special benefit formula in Sec. 4.5(d) of
the Retirement Plan shall be disregarded.
(D)
If the commencement date specified
in (b) of this section is prior to the Participant’s
Normal Retirement Date, the Target Benefit will be reduced by the
factor which would apply under Sec. 6.2, 6.3, 6.4 or
6.11(b) of the Retirement Plan, whichever is applicable, if
the Participant’s Retirement Plan benefit began on the same
date.
4
(E)
If the Participant’s benefit
under this Plan is paid in a form other than life only, the monthly
amount of the Target Benefit shall be adjusted so that it is the
Actuarial Equivalent of a life only pension, using the factors
specified in Section 3(a) of this Plan. The Target
Benefit for months after the Participant’s death will be
determined in accordance with the applicable form of
payment.
(2)
The “Actual Benefit” is
the monthly amount actually payable to the Participant under the
Retirement Plan, calculated as follows:
(A)
The Actual Benefit will be the
Accrued Monthly Pension calculated under Retirement Plan Sec.
4.5(a) (if the Participant is a Group A Participant) or Sec.
4.5(b) (if the Participant is a Group B Participant) but in
either case will not be less than the amount payable under Sec.
4.5(d) if applicable. Said amount shall be adjusted as
provided in (B), (C), and (D).
(B)
The Actual Benefit is the amount
actually payable after application of the limits referred to in
Section 1.
(C)
If the commencement date specified
in (b) of this section is prior to the Participant’s
Normal Retirement Date, the Actual Benefit will be reduced by the
factor which would apply under Sec. 6.2, 6.3, 6.4, or
6.11(b) of the Retirement Plan, whichever is applicable, if
the Participant’s Retirement Plan benefit began on the same
date.
(D)
If the Participant’s benefit
under this Plan is paid in a form other than life only, the Actual
Benefit shall be adjusted to reflect the appropriate factor from
Sec. 4.10(a) of the Retirement Plan for that form of
payment. The Actual Benefit for months after the
Participant’s death will be determined in accordance with the
applicable form of payment.
(b)
A Participant’s Supplemental
Pension under this Plan will begin as of whichever of the following
dates is later:
(1)
The first day of the month after the
Participant’s Separation from Service.
(2)
The first day of the month after the
date the Participan
