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Exhibit
10.5
CEDAR FAIR,
L.P.
2008 SUPPLEMENTAL
RETIREMENT PLAN
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CEDAR FAIR,
L.P.
2008 SUPPLEMENTAL
RETIREMENT PLAN
Background
Cedar Fair, L.P. (the
“Company” ) maintains the Cedar Fair Amended and
Restated Supplemental Retirement Program, which was adopted in
November 1992 and amended in October 1994 and again in July, 2007,
for compliance with Section 409A (the “Prior
Plan” ). To the extent any benefit under the Prior Plan
was not vested as of December 31, 2004, and becomes vested
thereafter, the time and form of distribution of such Prior Plan
benefit must be coordinated with the time and form of benefit under
this Cedar Fair, L.P. 2008 Supplemental Retirement Plan (the
“ Plan ”) in accordance with
Section 409A.
Article I
Purpose
The purpose of the Plan is to
provide a select group of management or highly compensated
employees who contribute materially to the growth, development, and
future business success of the Company and its Affiliates (the
Company and its Affiliates are herein collectively referred to as
“Cedar Fair” ), and its general partner, Cedar
Fair Management, Inc. ( “CFMI” ) with
nonqualified retirement benefits in such amounts as the Company
shall determine in accordance with the terms and conditions of the
Plan.
Article II
Definitions
As used in the Plan, the
following terms shall have the meanings set forth below:
| 2.1 |
“Account” shall mean the account established
and maintained by the Committee for bookkeeping purposes to reflect
the nonqualified retirement benefit of a Participant under the
Plan. Accounts shall be bookkeeping entries only and shall be
utilized solely as devices for the measurement and determination of
the amounts to be paid to a vested Participant or the Beneficiary
of a vested Participant under the Plan. |
| 2.2 |
“Affiliate” shall mean an employer with
which the Company would be considered a single employer under
Sections 414(b) and 414(c) of the Code including, without
limitation, Magnum Management Corporation, using eighty percent
(80%) as the percentage of ownership required under such Code
sections. |
| 2.3 |
“Beneficiary” shall mean any person, estate,
or trust entitled to receive any payment under the Plan upon the
death of a Participant. A Participant shall designate his
beneficiary on a form provided by the Committee. |
| 2.4 |
“Board” shall mean the Board of Directors of
CFMI. |
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| 2.5 |
“Cedar Fair” shall mean the Company, its
Affiliates, and CFMI. |
| 2.6 |
“CFMI” shall mean Cedar Fair Management,
Inc., an Ohio corporation. |
| 2.7 |
“Change in Control” shall mean a change in
the ownership of the Company, a change in the effective control of
the Company, or a change in the ownership of a substantial portion
of the assets of the Company that constitutes a “change in
control” under Section 409A (applied by analogy as if
the Company were a corporation). |
| 2.8 |
“Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time, and any successor
thereto. |
| 2.9 |
“Committee” shall mean the Compensation
Committee of the Board or any other committee or designee of the
Board that the Board authorizes to administer the Plan. |
| 2.10 |
“Company” shall mean Cedar Fair, L.P. a
Delaware limited partnership. |
| 2.11 |
“Disabled” or
“Disability” shall mean: |
| |
(i) |
If the Participant is not covered under a disability insurance
program of Cedar Fair, that the Participant is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months; or |
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(ii) |
If the Participant is covered by a disability insurance program
of Cedar Fair, that the Participant is, by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income
replacement benefits for a period of not less than three
(3) months under an accident and health plan covering
employees of Cedar Fair. |
For purposes of the Plan, a
Participant shall be deemed to be Disabled if such Participant is
determined to be totally disabled by the United States Social
Security Administration or if such Participant is determined to be
disabled in accordance with the applicable disability insurance
program; provided that the definition of “disability”
under such disability insurance program complies with the
requirements of paragraph (ii) of this
Section 2.11.
| 2.12 |
“Effective Date” shall mean February 4,
2008, or such other date in 2008 that the Plan is approved by the
Board. |
| 2.13 |
“Eligible Person” shall mean any key
employee of the Company, any Affiliate, or CFMI and any officer
thereof who is a management or highly compensated employee and who
is designated, in the sole discretion of the Committee, to be
eligible to participate in the Plan. |
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| 2.14 |
“Participant” shall mean an Eligible Person
who is selected by the Committee to participate in the
Plan. |
| 2.15 |
“Plan” shall mean the Cedar Fair, L.P. 2008
Supplemental Retirement Plan, as amended from time to
time. |
| 2.16 |
“ Plan Year ” shall mean the initial plan
year period beginning on the Effective Date and ending on
December 31, 2008, and the calendar year beginning on
January 1 and ending on December 31 of each subsequent
year during the continuation of the Plan. |
| 2.17 |
“ Prior Plan ” shall mean the Cedar Fair
Amended and Restated Supplemental Retirement Program. |
| 2.18 |
“Retire” or “Retirement”
shall mean a Separation from Service at or after attainment of age
sixty (62). |
| 2.19 |
“Section 409A” shall mean Section 409A
of the Code and the regulations and other guidance issued
thereunder by the United States Department of Treasury and/or the
Internal Revenue Service. |
| 2.20 |
“Separation from Service” shall mean the
termination of employment of a Participant with the Company and all
Affiliates (and, if applicable, with CFMI) that is a
“separation from service” within the meaning of
Section 409A. |
| 2.21 |
“Specified Employee” shall mean a
“specified employee” within the meaning of
Section 409A and the Company’s “specified
employee” identification policy, if any. |
| 2.22 |
“Year of Service” shall mean each one-year
period of time, including time before a Participant’s
commencement of participation in the Plan, commencing on the date
on which a Participant was first employed by Cedar Fair (including
its predecessors and/or successors) and each year’s
anniversary of such employment. |
Article III
Eligibility and
Participation
| 3.1 |
Eligibility. Any Eligible Person shall be eligible to be
selected as a Participant prior to the beginning of a Plan Year;
provided that any member of the Committee shall not participate in
his own selection as a Participant or in the allocation of any
benefit amount to himself; and provided further, that for the 2008
Plan Year the selection of Participants shall occur no later than
the end of the thirty (30) day period following the Effective
Date. |
| 3.2 |
Participation. Any Eligible Person selected to
participate shall be eligible to participate in the Plan, and have
amounts credited to his Participant’s Account, as of the
beginning of the immediately following Plan Year; provided that
participation for the 2008 Plan Year shall begin as of the
Effective Date. |
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Article IV
Vesting
| 4.1 |
Vesting Events. A Participant shall become one hundred
percent (100%) vested in his Account upon the earliest to
occur of the following events: |
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(a) |
Upon his Retirement, provided that he has at least twenty
(20) Years of Service with Cedar Fair; or |
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(b) |
Upon his death while employed by Cedar Fair; or |
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(c) |
Upon his Disability while employed by Cedar Fair;
or |
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(d) |
Upon a Change in Control while employed by Cedar
Fair. |
| 4.2 |
Forfeiture of Account. Any Participant who Retires with
less than twenty (20) Years of Service with Cedar Fair or who
otherwise incurs a Separation from Service, other than as a result
of death or Disability, shall forfeit his entire
Account. |
Article V
Company Credits To
Accounts
| 5.1 |
Credits. Company credits, if any, to a
Participant’s Account may occur once a Participant has begun
participation in accordance with Section 3.2. Company credits
to Accounts shall be made on the basis of base salary
, as recommended by the Chairman of the Board and
approved by the Committee and the full Board. |
| 5.2 |
Credits for 2008. Company credits, if any, to Accounts
for the 2008 Plan Year shall be prorated based upon that portion of
each Participant’s total base salary multiplied by the ratio
of the number of days remaining in calendar year 2008 as of the
Effective Date over the total number of days in 2008. |
| 5.3 |
Dollar Limitations on Credits. No more than (U.S.) One
Hundred Thousand Dollars (U.S. $100,000) shall be credited to any
one Participant’s Account in any one Plan Year, and no more
than (U.S.) Two Hundred Fifty Thousand Dollars (U.S. $250,000)
shall be credited to all Participant Accounts in any one Plan Year.
Finally, no more than (U.S.) Three Million Three Hundred Fifty
Thousand Dollars (U.S. $3,350,000) shall be credited to all
Accounts under the Plan over the next seventeen (17) Plan
Years. For the avoidance of doubt, the foregoing dollar limitations
shall relate to the Company’s credits to Participants’
Accounts and shall not relate to or limit interest credits on such
Company credits pursuant to Article VI hereof. |
Article VI
Interest Credits To
Accounts
Interest credits shall be
made to each Participant’s Account during a Plan Year (at
such time or times as the Committee shall determine), based upon
the prime interest rate as established by Cedar Fair’s lead
bank on each December 1 of the immediately preceding the Plan
Year.
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Article VII
Distribution of
Benefits
| 7.1 |
Upon Death. Except as provided in Sections 7.4 and 7.5,
if a Participant dies either during employment with Cedar Fair or
after distribution has begun but before all of the amounts credited
to his vested Account have been paid to him, the remaining balance
credited to his Account as of the date of his death shall be
distributed to his Beneficiary in a single lump sum on the first
day of the second month following the month in which the
Participant’s death occurs. |
| 7.2 |
Upon Disability. Except as provided in Sections 7.4 and
7.5, if a Participant becomes Disabled, the balance credited to his
Account shall be distributed in a single lump sum on the first day
of the second month following the month in which the Committee
determines that he is Disabled. |
(a) Not a Specified
Employee. Except as provided in Sections 7.4 and 7.5, if a
Participant is not a Specified Employee at the time of his
Retirement, the balance credited to his Account will be paid in a
single lump sum on the first day of the second month following the
month in which he Retires.
(b) Specified
Employee. Except as provided in Sections 7.4 and 7.5, if a
Participant is a Specified Employee at the time of his
Retirement, the balance credited to his Account shall be paid in a
single lump sum on the date that is six (6) months and one
(1) day after his date of Retirement.
| 7.4 |
Participant Distribution Elections in 2008. |
(a) Eligibility for
Election. During the 2008 Plan Year, a Participant may make a
distribution election pursuant to this Section 7.4 on or
before December 31, 2008.
(b) Mandatory Coordination
of Election. If a Participant eligible to make a distribution
election under Section 7.4(a) also participates in the
Prior Plan (whether or not such Participant is vested in the Prior
Plan), such Participant’s elections under this
Section 7.4 and the Prior Plan must be the same
for each separate distribution event (death, Disability, and
Retirement) if the Participant’s Prior Plan account contains
any credits, other than earnings credits, allocated after
December 31, 2004.
(c) Time and Form of
Distribution Election. A distribution election under this
Section 7.4 shall be on a form approved by the Committee. Such
election shall permit payment of amounts credite
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