EXHIBIT 10(f)
12-16-08
BEMIS SUPPLEMENTAL RETIREMENT
PLAN FOR SENIOR OFFICERS
(As Amended Effective
January 1, 2008)
Section 1.
Purpose of Plan
. The Bemis Supplemental Retirement Plan
for Senior Officers (the “Plan”) has been established
to provide supplemental benefits in addition to those provided
through the Retirement Plan and Regular SERP. By providing
said 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
. The following definitions shall apply for
purposes of this Plan:
(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 the BIPSP Offset,
the Plan Year in which occurs the first day of the month following
the month of the Participant’s Separation from
Service.
(B)
For calculation of monthly amounts
payable under alternative forms of annuity, the Plan Year which
contains the commencement date specified in
Section 7(a).
(C)
For calculation of elective lump sum
payments to Participants under Section 8(a) or 120-month
installment payments under Section 8(b), the Plan Year which
contains the date specified in Section 7(a).
(D)
For calculation of lump sum death
benefits under Section 8, the Plan Year which contains the
first day of the month after the month in which the
Participant’s death occurred.
(E)
For calculations under
Section 9, the Plan Year which contains the applicable date is
defined in said section.
(F)
For purposes of calculating whether
the amount in Section 11 is $100,000 or less, the Plan Year
which contains the seventh month following the month in which the
Participant’s Separation from Service occurs.
(G)
For purposes of calculating whether
the amount in Section 11 is $100,000 or less, the Plan Year in
which the Participant’s death occurred.
(H)
For purposes of applying
Section 11(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 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)
“BIIP”
means the Bemis Investment Incentive
Plan as amended from time to time.
(d)
“BIPSP
Offset” means the
amount calculated as provided in Section 12.
(e)
“Board”
means the board of directors of the
Company.
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(f)
“Change in
Control” of the
Company 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.
(g)
“Code”
means the Internal Revenue
Code of 1986, as from time to time amended.
(h)
“Committee” means the Compensation Committee of the
Board.
(i)
“Company”
means Bemis Company, Inc., a
Missouri corporation.
(j)
“Control
Group” means the
Company and any trade or business under common control with the
Company within the meaning of Code §414(b) and
(c).
(k)
“Deemed Commencement
Date” is defined in
Section 13.
(l)
“Elapsed
Time” is defined in
the Retirement Plan. However, for purposes of determining the
amount of a Participant’s Supplemental Accrued Benefit under
Section 6 or Supplemental Preretirement Death Benefit under
Section 9, Elapsed Time with an employer prior to the date
that employer became a member of the Control Group shall be
disregarded. The exclusion in the preceding sentence does not
apply for purposes of determining whether a Participant is vested
under Section 5.
(m)
“ERISA”
means the Employee Retirement Income
Security Act of 1974, as from time to time amended.
(n)
“Final Average
Earnings” as
defined in the Retirement Plan, subject to the following
adjustments:
(1)
Said amount shall be calculated
without regard to the Code § 401(a)(17) limit on annual pay,
which is $245,000 for 2009 and is subject to a cost-of-living
adjustment for years after 2009.
(2)
The years used in calculating the
average shall be the five highest years (regardless of whether such
years are consecutive) out of the last 15 years. (The
Retirement Plan uses the average for the five highest consecutive
years.)
(o)
“Normal Retirement
Age” is defined in
the Retirement Plan.
(p)
“Participant”
means an individual designated as
such pursuant to Section 4.
(q)
“Participating
Employer” means
each corporation which is a member of the Control Group and which
employs one or more Participants.
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(r)
“Participation
Agreement” is the
agreement entered into between a Participant and the Company
regarding participation in this Plan.
(s)
“Plan
Year” means the 12
month period ending each December 31.
(t)
“Qualified
Spouse” is defined
in Sec. 7.1 of the Retirement Plan.
(u)
“Regular
SERP” means the
Bemis Supplemental Retirement Plan as amended from time to
time.
(v)
“Retirement
Plan” means the
Bemis Retirement Plan as amended from time to time.
(w)
“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.
(x)
“Supplemental Accrued
Benefit” is defined
in Section 6.
(y)
“Supplemental
BIPSP” means the
Bemis Supplemental BIPSP as amended from time to time.
Section 4.
Eligibility to
Participate . Participants shall be designated by the
Committee from among senior officers of the Company. The
Company will enter into a Participation Agreement with each
Participant.
Section 5.
Eligibility for a Benefit
(Vesting) . If a Participant’s Separation from
Service occurs for a reason other than his or her death under
either of the following circumstances, he or she shall be entitled
to a Supplemental Accrued Benefit determined as provided in
Sections 6, 7 and 8:
(a)
The Participant’s Separation
from Service occurs after he or she has attained age 50 and
completed 20 or more years of Elapsed Time.
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(b)
The Participant’s Separation
from Service occurs at a time when the sum of the
Participant’s attained age on his or her last birthday and
his or her whole years of Elapsed Time is 75 or more.
If a Participant’s Separation
from Service occurs after he or she has met the requirements of
(a) or (b) and the Participant dies after Separation from
Service but before his or her benefit commencement date under
Section 7(a), no benefit will be payable under Section 7,
but the Participant’s Qualified Spouse, if any, shall be
entitled to a Supplemental Preretirement Death Benefit determined
as provided in Section 9. Also, if a Participant’s
Separation from Service is due to his or her death and occurs after
he or she has met the requirements of (a) or (b), no benefit
will be payable under Sections 6 and 7 and the Participant’s
Qualified Spouse, if any, shall be entitled to a Supplemental
Preretirement Death Benefit determined as provided in
Section 9. However, if a Participant dies after electing
a lump sum or 120 monthly installments under Section 8 but
before the lump sum or installments are paid, the lump sum or
remaining installments will be paid as provided in Section 8,
and no benefit will be paid under Section 9.
No benefit will be payable under the
Plan if the Participant’s Separation from Service occurs
before the Participant met the foregoing age and service
requirements.
Section 6.
Supplemental Accrued
Benefit. A
Participant’s “Supplemental Accrued Benefit” is a
monthly amount equal to the amount in (a) minus the amount in
(b):
(a)
2.5% of the Participant’s
Final Average Monthly Earnings multiplied by his or her years of
Elapsed Time (but not more than 20 years). If the
Participant’s benefit under this Plan is paid in a form of
annuity other than life only, said amount shall be adjusted so that
it is the Actuarial Equivalent of a life annuity.
less
(b)
The sum of the following
amounts:
(1)
The Participant’s monthly
pension under the Retirement Plan, if any, under the form of
payment actually paid under said Plan, but excluding any social
security supplement payable pursuant to Sec. 6.11(b)(4) of the
Retirement Plan. (If the Participant’s pension under
the Retirement Plan does not begin until after his pension under
this Plan, this offset will be calculated as provided in
Section 7(d)(3)).
(2)
2.5% of the Participant’s
Primary Social Security Benefit determined under Sec. 4.9 of the
Retirement Plan, multiplied by the Participant’s years of
Elapsed Time (but not more than 20 years). If the
Participant’s benefit under this Plan is paid in a form of
annuity other than life only, said amount shall be adjusted so that
it is the Actuarial Equivalent of a life annuity.
(3)
The Participant’s monthly
pension under the Regular SERP, if any, under the form of payment
actually paid under said Plan.
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(4)
The BIPSP Offset computed as
provided in Section 13. If the Participant’s
benefit under this Plan is paid in a form of annuity other than
life only, the BIPSP Offset shall be adjusted so that it is the
Actuarial Equivalent of a life annuity.
Section 7.
Form of Payment and
Commencement Date . Except as provided in Section 8, a
Participant’s benefit under Section 6 shall be paid as
follows:
(a)
The Supplemental Accrued Benefit
will commence 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 Participant attains age 55.
(b)
If the commencement date in
(a) is earlier than the first day of the seventh month after
the month in which the Participant’s Separation from Service
occurred, payments due under this Plan for months prior to said
seventh month will be withheld by the Company and paid in a lump
sum during said seventh month. For example, if a Participant
has a Separation from Service on June 8, 2009 and the
commencement date in (a) is July 1, 2009, his payments
under this Plan for July 1 through December 1, 2009 will
be withheld and paid during January 2010.
(c)
If the benefit under the Retirement
Plan begins as of a date on or before the date specified in (a),
the benefit under this Plan will be paid in the same annuity form
as under the Retirement Plan.
(d)
If the Participant chooses not to
receive his benefit under the Retirement Plan until after the date
determined in (a):
(1)
His benefit under this Plan will be
paid in the form elected by the Participant and will commence as of
the date specified in (a). For this purpose, a Participant
may elect any form of payment permitted by Section 7.4 or 7.5
of the Retirement Plan (i.e. joint and 50%, 75%, or 100% annuity or
life and 10 years certain annuity).
(2)
Any such election by a Participant
must be made before any annuity payment has been made under this
Plan. If no election is made, the Participant’s benefit
will be paid in the form of a life annuity.
(3)
The amount in
Section 6(b)(1) will be the amount which could have been
paid by the Retirement Plan in the same form as the benefit under
this Plan commencing as of the date specified in (a). This
amount will be calculated using the reduction facto
