Exhibit 10.51
KOPPERS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN I
As Amended and
Restated
Effective as of
January 1,
2009
TABLE OF CONTENTS
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Page
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ARTICLE I TITLE AND EFFECTIVE DATE
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1
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Section 1.01
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Title
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1
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Section 1.02
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Effective Date; Grandfathered
Benefits
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1
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ARTICLE II DEFINITIONS AND CONSTRUCTION OF THE
PLAN DOCUMENT
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2
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Section 2.01
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Actuarial Equivalent
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2
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Section 2.02
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Beneficiary
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2
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Section 2.03
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Board of Directors
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2
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Section 2.04
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Code
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2
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Section 2.05
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Committee
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2
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Section 2.06
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Company
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2
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Section 2.07
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Earliest Retirement Date
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2
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Section 2.08
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Executive
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2
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Section 2.09
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Normal Form
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2
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Section 2.10
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Participant
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2
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Section 2.11
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Plan
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3
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Section 2.12
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Plan Year
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3
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Section 2.13
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Retirement
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3
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Section 2.14
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Retirement Benefit
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3
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Section 2.15
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Retirement Plan
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3
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Section 2.16
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Retirement Plan Benefit
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3
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Section 2.17
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Separation from Service
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3
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Section 2.18
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Specified Employee
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3
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Section 2.19
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Termination of Employment
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3
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ARTICLE III ELIGIBILITY
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4
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Section 3.01
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Participation
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4
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ARTICLE IV RETIREMENT BENEFITS
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5
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Section 4.01
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Retirement Benefit
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5
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ARTICLE V DISTRIBUTION
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6
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Section 5.01
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Distribution of Retirement Benefit
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6
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Section 5.02
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Vesting of Retirement Benefit
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7
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Section 5.03
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Withholding for Taxes
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7
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ARTICLE VI BENEFICIARY
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8
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Section 6.01
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Beneficiary Designation
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8
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Section 6.02
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Proper Beneficiary
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8
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Section 6.03
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Minor or Incompetent Beneficiary
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8
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ARTICLE VII ADMINISTRATION OF THE
PLAN
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9
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Section 7.01
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Majority Vote
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9
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Section 7.02
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Finality of Determination
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9
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Section 7.03
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Certificates and Reports
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9
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-i-
TABLE OF CONTENTS
(continued)
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Page
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Section 7.04
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Indemnification and Exculpation
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9
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Section 7.05
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Expenses
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9
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ARTICLE VIII CLAIMS PROCEDURE
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10
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Section 8.01
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Written Claims
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10
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Section 8.02
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Denied Claim
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10
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Section 8.03
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Review Procedure
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10
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Section 8.04
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Committee Review
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10
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Section 8.05
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Legal Action
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10
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ARTICLE IX NATURE OF COMPANY’S
OBLIGATION
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11
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Section 9.01
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Company’s Obligation
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11
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Section 9.02
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Creditor Status
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11
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ARTICLE X MISCELLANEOUS
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12
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Section 10.01
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Written Notice
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12
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Section 10.02
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Change of Address
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12
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Section 10.03
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Merger, Consolidation or Acquisition
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12
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Section 10.04
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Amendment and Termination
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12
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Section 10.05
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Nontransferability
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12
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Section 10.06
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Legal Fees
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12
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Section 10.07
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Applicable Law
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13
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Section 10.08
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Compliance with 409A
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13
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-ii-
KOPPERS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN I
The purpose of the Koppers Inc.
Supplemental Executive Retirement Plan I (formerly named the
Koppers Industries, Inc. Retirement Income Restoration Plan) is to
permit select members of management and highly compensated
employees to supplement retirement benefits payable from the
Retirement Plan for Koppers Inc. (the “Retirement
Plan”).
ARTICLE I
TITLE AND EFFECTIVE
DATE
Section 1.01
Title . This plan shall
be known as the Koppers Inc. Supplemental Executive Retirement Plan
I (hereinafter referred to as the “Plan”).
Section 1.02 Effective Date;
Grandfathered Benefits .
The original effective date of this Plan was January 1, 1991.
The Plan, as hereby amended and restated, shall be effective as of
January 1, 2009. The Plan as amended and restated applies only
to a Participant’s Retirement Benefit that accrued on or
after January 1, 2005, or Retirement Benefit that accrued
prior to that date but was not fully vested on December 31,
2004. The Plan preceding this amendment and restatement applies to
any Retirement Benefit that accrued and was vested prior to
January 1, 2005 (“Grandfathered Benefits”);
provided that any increase in the value of any subsidy with respect
to Grandfathered Benefits payable upon retirement prior to the
Retirement Plan’s Normal Retirement Date that accrues or
increases as the result of service after December 31, 2004
shall not be treated as Grandfathered Benefits.
-1-
ARTICLE II
DEFINITIONS AND CONSTRUCTION OF
THE PLAN DOCUMENT
As used herein, the following words
and phrases shall have the meanings specified below unless a
different meaning is clearly required by the context:
Section 2.01 Actuarial
Equivalent .
“Actuarial Equivalent” shall mean a benefit having the
same actuarial value as the benefit it replaces, determined using
the same assumptions and methods as are used for determining an
actuarial equivalent benefit under the Retirement Plan.
Section 2.02
Beneficiary .
“Beneficiary” shall mean the person or persons or the
estate of a Participant entitled to receive any benefits under this
Plan.
Section 2.03 Board of
Directors . “Board
of Directors” shall mean the Board of Directors of the
Company.
Section 2.04 Code
. “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time. Any
reference to a particular Code section shall include any provision
which modifies, replaces or supersedes it.
Section 2.05
Committee .
“Committee” shall mean the Pension Committee of the
Retirement Plan, which shall manage and administer the
Plan.
Section 2.06
Company .
“Company” shall mean Koppers Inc., its successors, and
any organization into which or with which the Company may merge or
consolidate or to which all or substantially all of its assets may
be transferred. Where the context so requires, references to
“Company” shall refer to Koppers Industries, Inc. as
predecessor to Koppers Inc.
Section 2.07 Earliest
Retirement Date .
“Earliest Retirement Date” shall mean the earliest date
as of which the Participant would be eligible to commence the
receipt of his Retirement Plan Benefit, whether or not he elects to
commence receipt of such Retirement Plan Benefit as of such
date.
Section 2.08
Executive .
“Executive” shall mean any member of management or
highly compensated employee who is eligible to participate in the
Retirement Plan.
Section 2.09 Normal
Form . “Normal
Form” shall mean the normal form of distribution of the
Participant’s Retirement Benefit under the Retirement Plan
(i.e., a single-life annuity for an unmarried Participant or a
joint and 50% survivor annuity for a married
Participant).
Section 2.10
Participant .
“Participant” shall mean an Executive who is
participating in the Plan.
-2-
Section 2.11 Plan
. “Plan” shall mean the
Koppers Inc. Supplemental Executive Retirement Plan I, as described
in this instrument, as amended from time to time.
Section 2.12 Plan
Year . “Plan
Year” shall mean the calendar year.
Section 2.13
Retirement .
“Retirement” shall mean a Participant’s
Separation from Service at a time when the Participant is eligible
to commence immediately his Retirement Plan Benefit.
Section 2.14 Retirement
Benefit .
“Retirement Benefit” shall mean a Participant’s
Retirement Benefit as provided under Section 4.01.
Section 2.15 Retirement
Plan . “Retirement
Plan” shall mean the Retirement Plan for Koppers Inc., as
amended from time to time.
Section 2.16 Retirement Plan
Benefit .
“Retirement Plan Benefit” shall mean the accrued
retirement benefit payable to the Participant under the Retirement
Plan.
Section 2.17 Separation from
Service .
“Separation from Service” shall mean a
Participant’s separation from service with the Company within
the meaning of Code Section 409A. A Separation from Service
occurs when the facts and circumstances indicate that the Company
and the Participant reasonably anticipated that no further services
would be performed after a certain date or that the level of
services the Participant would perform after such date would
permanently decrease to no more than 20% of the average level of
services performed over the immediately preceding 36-month period
(or, if shorter, the entire period of the Participant’s
employment by the Company).
Section 2.18 Specified
Employee .
“Specified Employee” shall have the meaning set forth
in Section 1.409A-1(i) of the Treasury Regulations issued
under Code Section 409A.
Section 2.19 Termination of
Employment .
“Termination of Employment” shall mean a
Participant’s Separation from Service as a regular employee
of the Company, other than Retirement.
Titles of the Articles of this Plan
are included for ease of reference only and are not to be used for
the purpose of construing any portion or provision of this Plan
document. Wherever the context so requires, masculine pronouns
include the feminine and singular words shall include the
plural.
-3-
ARTICLE III
ELIGIBILITY
Section 3.01
Participation . Any
individual who is a participant in the Retirement Plan and whose
Annual Salary (as defined in the Retirement Plan) for any plan year
beginning on or after January 1, 1989 exceeded the limitations
imposed by Section 401(a)(17) of the Internal Revenue Code
shall be eligible to be a Participant in this Plan; provided, that
no Executive hired or rehired after December 31, 2006 became a
Participant in this Plan after December 31, 2006, and the
Retirement Benefit of any Participant in the Plan as of
December 31, 2006 was frozen on such date and will not
thereafter increase.
-4-
ARTICLE IV
RETIREMENT
BENEFITS
Section 4.01 Retirement
Benefit . A Participant
shall be entitled to a Retirement Benefit under this Plan if his
Retirement Plan Benefit is less than such benefit would have been
if the definition of “Annual Salary” in the Retirement
Plan did not exclude, for years beginning with 1989 and ending with
2006, compensation in excess of the Section 401(a)(17) Limit.
In such case, the Participant’s Retirement Benefit shall be
equal to the difference between his actual Retirement Plan Benefit
and the Retirement Plan Benefit to which he would have been
entitled under the