SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
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I. PLAN HISTORY AND FEATURES
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3
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3
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4
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5
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3.1 Requirements for Participation
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5
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3.2 Termination of Participation
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5
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4.1 Supplement to the Savings Plan
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Page
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V . SECURITY FOR PROMISED BENEFITS
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9
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VI. ADMINISTRATION OF THE PLAN
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11
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6.1 Duties of the Plan Administrator
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11
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6.2 Delegation of Administrative
Responsibility
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6.4 Effect of Plan Administrator
Action
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VII. AMENDMENT AND TERMINATION OF THE
PLAN
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15
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VIII. MISCELLANEOUS PROVISIONS
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16
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8.3 Limitation on Rights of Employees
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-ii-
ELECTRO RENT CORPORATION
SUPPLEMENTAL EXECUTIVE
PLAN HISTORY AND
FEATURES
Electro Rent
Corporation has adopted this Plan for the benefit of certain of its
employees. The Plan is effective January 1, 1987.
The Plan is a
non-qualified deferred compensation program which is a
“pension benefit plan” subject to the Employee
Retirement Income Security Act of 1974. Although benefits under the
Plan are unfunded contractual obligations of the Employer, the
Employer may transfer money or other property to one or more
“rabbi” trusts and direct that benefits under the Plan
be paid out of such assets.
The purpose of the
Plan is to provide benefits that cannot be provided under qualified
retirement programs of the Employer because of limitations imposed
by federal law, including Internal Revenue Code Section 415
limitations on allowable benefits, Code Section 401(k) limitations
on cash or deferred plan deferrals, and Code Section 401(a)(4)
limitations on the granting of benefits based on non-qualified
deferred compensation and on discrimination in contributions or
benefits.
The following
terms, when capitalized, shall have the meaning specified below
unless the context clearly indicates to the contrary.
2.1 Board of
Directors: The Board of Directors of Electro Rent
Corporation.
2.2 Code:
The Internal Revenue Code of 1986, as amended from time to
time.
2.3
Deferral: An amount contributed to this Plan by the Employer
in lieu of being paid to a Participant as salary or wages.
Deferrals shall be made under salary reduction arrangements between
each Participant and the Employer. Article IV contains the
provisions under which Deferrals may be made. Deferrals may only be
withheld from amounts earned after execution of the salary
reduction arrangement pursuant to which the Deferral is being
made.
2.4
Employee: An individual who renders services to the Employer
as a common law employee or officer ( i.e. , a person whose
wages from the Employer are subject to federal income tax
withholding). A person rendering services to the Employer
purportedly as an independent contractor shall not be treated as an
Employee before the Employer has acknowledged that it must withhold
federal income taxes from his or her pay.
-2-
2.5
Employer: Electro Rent Corporation and any other company
which adopts the Plan, and any successor entity which continues the
Plan or such companies collectively. In contexts in which actions
are required or permitted to be taken or notice is to be given, the
Employer shall mean Electro Rent Corporation or any successor
company.
2.6
Employment: The period during which an individual is an
Employee. Employment shall commence on the day the individual first
performs services for the Employer as an Employee and shall
terminate on the day the Employee resigns, dies, retires or is
discharged or permanently laid off.
2.7 ERISA:
The Employee Retirement Income Security Act of 1974.
2.8
Participant: Any Employee who is included in the Plan
pursuant to Article III.
2.9 Plan:
This document and any Trust Agreement.
2.10 Plan
Administrator: Electro Rent Corporation, acting through its
chief executive officer or such other person as the Employer shall
designate. The Plan Administrator is the Plan’s “named
fiduciary” within the meaning of Section 402(a)(2) of
ERISA.
2.11 Trust
or Trust Fund: The fund established under one or more Trust
Agreements pursuant to the Plan.
-3-
2.12 Trust
Agreement: Any agreement between a trustee and the Employer
entered into for the purpose of investing and administering the
Trust Fund. Each Trust Agreement constitutes a part of this
Plan.
-4-
3.1
Requirements for Participation
A
person may participate in the Plan if: (1) the Plan
Administrator determines that the limitations of Code
Sections 415 or 401(k) would preclude the individual from
making Deferrals to the maximum amount permitted under the Electro
Rent Corporation Employee Stock Ownership and Savings Plan (the
“Savings Plan”). In addition, any individuals selected
by the Employer may participate in the Plan. A person shall become
a Participant on the date he or she is notified by the Plan
Administrator in writing that he or she has become a
Participant.
3.2 Termination
of Participation
An
individual who has become a Participant shall cease to be a
Participant upon termination of Employment.
-5-
4.1 Supplement
to the Savings Plan
(a) To
the extent that a Participant cannot contribute the maximum amount
permitted under the Savings Plan because of Code Section 415
or 401(k) limitations applicable to the Savings Plan, the amount
that cannot be contributed to the Savings Plan shall automatically
be treated as a Deferral under this Plan in accordance with
contribution elections which have been made under the Savings Plan,
except as otherwise permitted by the Plan Administrator. A
Participant may make “catch-up” Deferrals to this Plan
retroactive to January 1, 1987 but starting at a later date
during 1987. Any Deferral to be made under this Plan shall be
deducted from the Participant’s paycheck on the same date the
amount would have been deducted under the Savings Plan but for
legal limitations, or at such other time as the Plan Administrator
specifies, and shall be credited to the Participant’s account
in accordance with Section 4.3.
(b) The
Employer makes matching contributions under the Savings Plan.
Matching contributions which cannot be provided under the Savings
Plan due to Code Section 415 or applicable anti-discrimination
requirements shall be provided under this Plan to the extent they
are “earned” by the Participant by making contributions
to the Savings Plan or Deferrals to this Plan. Employer matching
contributions made to this Plan shall be subject to the same
vesting provisions as the Savings Plan.
-6-
Deferrals
or Employer matching contributions for a Participant under
Section 4.1 shall be credited to a separate unfunded account
on the books of the Employer as soon as reasonably possible after
such amounts have been ascertained. These accounts shall be
credited with interest at a rate to be determined by the Plan
Administrator. To the extent an account is funded through the Trust
Fund, it shall be credited instead with the approximate actual
earnings (or losses) on the portion of the Trust Fund being held
for the Participant’s benefit as authorized by the Plan
Administrator.
Benefits
under this Section shall be paid to the Participant upon
termination of Employment. A Participant’s benefit under the
Plan shall consist of his or her Account balance as of the date
distribution is made or commences. Payment shall be made in a cash
lump sum if the Participant’s benefit under the Plan is less
than $40,000. For benefits from $40,000 to $200,000, payment shall
be made in no more than five annual installments. The amount of
each installment shall be calculated as follows; however, no
installment shall be less than $20,000 except to the extent that
the unpaid account balance is less than $20,000, in which case the
installment shall be equal to the entire unpaid account balance:
the first installment shall be one-fifth of the total benefit, the
second installment shall be one-fourth of the remaining benefit,
the third installment, one-third, etc. For benefits exceeding
$200,000, payment shall be made in ten annual installments, each
payment being one-tenth of the unpaid amount of the benefit. By
written agreement between the Plan Administrator and the
Participant executed at the time the individual first
becomes
-7-
a Participant
hereunder, the Plan Administrator in its sole discretion may
authorize a different form of payment. Payments shall commence as
of the first day of the
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