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MINE SAFETY APPLIANCES COMPANY SUPPLEMENTAL PENSION PLAN

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MINE SAFETY APPLIANCES COMPANY

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Title: MINE SAFETY APPLIANCES COMPANY SUPPLEMENTAL PENSION PLAN
Governing Law: Pennsylvania     Date: 4/30/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

MINE SAFETY APPLIANCES COMPANY SUPPLEMENTAL PENSION PLAN, Parties: mine safety appliances company
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EXHIBIT 10.3

MINE SAFETY APPLIANCES COMPANY

SUPPLEMENTAL PENSION PLAN

As Amended and Restated

Effective January 1, 2005


MINE SAFETY APPLIANCES COMPANY

SUPPLEMENTAL PENSION PLAN

TABLE OF CONTENTS

 

Article

  

 

  

Page

  

Preamble

  

ARTICLE I

  

Definitions

  

4

ARTICLE II

  

Participation

  

11

ARTICLE III

  

Amount of Benefits and vesting

  

12

ARTICLE IV

  

Distribution

  

13

ARTICLE V

  

General Duties

  

16


MINE SAFETY APPLIANCES COMPANY

SUPPLEMENTAL PENSION PLAN

WHEREAS, Mine Safety Appliances Company (the “Company”) maintains the Non-Contributory Pension Plan for Employees of Mine Safety Appliances Company (the “Pension Plan”) for the benefit of its employees;

WHEREAS, the Pension Plan is a qualified plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the Company adopted the Mine Safety Appliances Company Supplemental Pension Plan effective April 24, 1984, and as most recently amended and restated effective January 1, 2003 (the “Plan”), to provide certain employees of the Company with additional retirement income by supplementing the pension benefits provided to such employees under the Pension Plan to the extent benefits payable thereunder are limited by (i) Code Section 415; and (ii) Code Section 401(a)(17), and to provide for certain change in control protection of the supplemental benefits provided hereunder; and

WHEREAS, the Plan is intended to be an unfunded, nonqualified plan of deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended; and

WHEREAS, the Company has timely complied with Code Section 409A documentary requirements by designating in writing prior to January 1, 2008 the permissible distribution events and forms of payment under the Plan, as evidenced by resolutions adopted by the Board of Directors of the Company at a meeting held on November 6, 2007 and various writings prepared by the Company and its legal counsel for the purpose of documenting Plan design determinations; and

WHEREAS, the Company now wishes to amend and restate the Plan effective as of January 1, 2005 for the primary purpose of complying with Code Section 409A.

NOW THEREFORE, the Company hereby adopts the amended and restated Plan as set forth herein.


ARTICLE I

DEFINITIONS

The following definitions shall apply for purposes of the Plan, unless a different meaning is plainly indicated by the context:

1.1. “ Actual Death Benefit ” means the death benefit under the Pension Plan that is payable to the Spouse following the death of a Participant.

1.2. “ Actuarially Equivalent ” means an equivalent amount determined using the same assumptions utilized under the Pension Plan immediately prior to the Participant’s Separation from Service, or, if more favorable to the Participant, immediately prior to the Change in Control; provided, however, that for purposes of Sections 1.21 and 4.4, actuarial equivalence shall further be determined in accordance with Code Section 409A and the regulations thereunder.

1.3. “ Affiliate ” means an “Affiliate” within the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

1.4. “ Annuity ” means the Normal Form or an Optional Form of Annuity, as applicable.

1.5. “ Beneficiary ” means, if the Participant has elected an Optional Form of Annuity, any person designated to receive the remainder of such Participant’s Supplemental Pension Benefit under the Plan upon the Participant’s death. Beneficiary designations made pursuant to this Section 1.5 may be revised by the Participant at any time prior to the commencement of the Participant’s Supplemental Pension Benefit under the Plan or death. Beneficiary designations shall be made in writing on a form provided by, and filed with, the Committee, shall not be effective unless received by the Committee prior to the Participant’s death, and shall be subject to any applicable Spousal Consent requirements.

1.6. “ Beneficial Owner ” means a “Beneficial Owner” as set forth in Rule 13d-3 under the Exchange Act.

 

4


1.7. “ Benefit Limitation ” means the annual (a) Code Section 401(a)(17) limitations on a Participant’s compensation that may be taken into account for purposes of Company contributions and (b) Code Section 415 maximum benefit limitations.

1.8. “ Board ” means the Board of Directors of the Company, as constituted from time to time.

1.9. A “ Change in Control ” of the Company shall be deemed to have occurred if the event set forth in any one of the following paragraphs of this Section 1.9 shall have occurred, to the extent that such event would also constitute a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A(a)(2)(A)(v) and the regulations promulgated thereunder:

(a) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date of execution hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date of execution hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

 

5


(c) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least fifty-one percent (51%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or

(d) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty-one percent (51%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

 

6


Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the voting securities of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

1.10. “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

1.11. “ Committee ” means the Non-Contributory Pension Plan for Employees of Mine Safety Appliances Company Committee, as established under the Pension Plan.

1.12. “ Company ” means Mine Safety Appliances Company and any successor to all or a major portion of its assets or business, which successor assumes the obligations of the Company under this Plan by operation of law or otherwise. For purposes of this Plan, any subsidiary or affiliate of Mine Safety Appliances Company whose employees participate in the Pension Plan shall be included within the definition of “Company.”

1.13. “ Distribution Date ” means the date the Supplemental Pension Benefit commences to the Participant as determined in accordance with Section 4.1.

1.14. “ Effective Date ” means, as to this amendment and restatement, January 1, 2005. The original effective date of the Plan was April 24, 1984.

1.15. “ Eligible Employee ” means:

(a) As applicable to periods prior to January 1, 2009, an Employee of the Company (i) who is designated by the Board for participation herein; (ii) who participates in the Pension Plan and; (iii) whose hypothetical benefits under the Pension Plan are determined on the basis of the provisions of the Pension Plan without regard to the limitations of Code Sections 401(a)(17) and 415 and would exceed the actual benefits payable under the Pension Plan taking into account such limitations; and

 

7


(b) As applicable to periods on and after January 1, 2009, an Employee of the Company who is: (i) classified on the Company payroll system at the “EXEC” salary grade, or (ii) designated, in writing, by the Committee for participation herein.

(c) Notwithstanding the foregoing provisions of this Section 1.15, an Eligible Employee as of December 31, 2008 shall remain an Eligible Employee on and after January 1, 2009 only to the extent that he then meets the definition of Eligible Employee as set forth in Section 1.15(b).

1.16. “ Employee ” means any person employed and classified by the Company as a common law employee. An “Employee” does not include a leased employee or an independent contractor. Individuals not considered Employees under this Section 1.16 shall not be reclassified as Employees notwithstanding a contrary determination by the Internal Revenue Service, any federal state or local agency, or any court or other tribunal of competent jurisdiction.

1.17. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.18. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

1.19. “ Joint and 50% Surviving Spouse Annuity ” means an immediate annuity for the life of the Participant with a survivor annuity for the life of the Participant’s Spouse equal to 50% of the amount payable for the life of the Participant.

1.20. “ Normal Form ” means, for Participants with a Spouse, the Joint and 50% Surviving Spouse Annuity; and for Participants without a Spouse, the Single Life Annuity. The determination of whether a Participant has a Spouse is made as of the date of the Participant’s election pursuant to Section 4.3.

 

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1.21. “ Optional Form of Annuity ” means any Actuarially Equivalent form of life annuity available under the terms of the Pension Plan, as in effect from time to time.

1.22. “ Participant ” means any Eligible Employee, and any former Eligible Employee who was vested at the time he ceased to be an Eligible Employee, who has satisfied the eligibility requirements set forth in Article II.

1.23. “ Pension Plan ” means the Non-Contributory Pension Plan for Employees of Mine Safety Appliances Company, as it may be amended from time to time.

1.24. “ Person ” means a “Person” within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (a) the Company or any of its subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, (d) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (e) any individual or entity (including the trustees (in such capacity) of any such entity which is a trust) which is, directly or indirectly, the Beneficial Owner of securities of the Company representing five percent (5%) or more of the combined voting power of the Company’s then outstanding securities immediately before the date of execution hereof or any Affiliate of any such individual or entity, including, for purposes of this Section 1.24, any of the following: (i) any trust (including the trustees thereof in such capacity) established by or for the benefit of any such individual; (ii) any charitable foundation (whether a trust or a corporation, including the trustees or directors thereof in such capacity) established by any such individual; (iii) any spouse of any such individual; (iv) the ancestors (and spouses) and lineal descendants (and spouses) of such individual and such spouse; (v) the brothers and sisters (whether by the whole or half blood or by adoption) of either such individual or such spouse; or (vi) the lineal descendants (and their spouses) of such brothers and sisters.

 

9


1.25. “ Plan ” means The Mine Safety Appliances Company Supplemental Pension Plan, as set forth in this plan instrument, as it may be amended from time to time.

1.26. “ Separation from Service ” means the Participant’s cessation of employment with the Company (or any affiliate or subsidiary of the Company) for any reason whatsoever, whether voluntarily or involuntarily, including by reason of retirement or death; provided, however, that the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave or other bona fide leave of absence to the extent the period of such leave does not exceed six (6) consecutive months or, if longer, so long as the Participant’s right to reemployment with the Company is provided either by statute or by contract. For this purpose, in accordance with regulations under Code Section 409A, a leave of absence shall be considered to be bona fide only if there is a reasonable expectation that the Participant will resume performing services for the Company. In addition, where a leave of absence (a) is due to a medically determinable physical or mental impairment that is expected to result in death or can be expected to last for a continuous period of at least six months, and (b) such impairment causes the Participant to be unable to perform the duties of his position with the Company or any substantially similar position, then the Committee shall be permitted to extend the foregoing six (6) month maximum period of leave to not more than twenty-nine (29) months of continuous absence (or such shorter period as is consistent with the Company’s employment policy regarding termination of employment of employees on disability leave). Whether a Separation from Service has occurred shall be determined by the Committee based on whether the facts and circumstances indicate that the Participant and the Company reasonably anticipate that no further services would be performed after a certain date. However, if the Participant and the Company reasonably expect that, after such certain date, the Participant would not perform more than twenty percent (20%) of the average level of bona fide services performed (measured by time devoted to work or other measure of performance deemed appropriate by the Committee) by the Participant over the immediately preceding thirty-six (36) month period of service to the Company (or any shorter period that represents the Participant’s full period of service to the

 

10


Company), then a Separation from Service by the Participant shall be deemed to have occurred as of said certain date for purposes of this Plan. At all times, this definition shall be construed to comply with the definition of “separation from service” under Section 409(A)(a)(2)(A)(i) of the Code and regulations thereunder.

1.27. “ Single Life Annuity ” means an annuity that provides a monthly payment solely for the life of the Participant (or Spouse, in the case of a pre-


 
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