Exhibit
10.30
OWENS CORNING
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
As amended and
restated
effective as of January 1,
2009
OWENS CORNING SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
Table of Contents
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Page
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Article I.
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Establishment
and Purpose of the Plan
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1
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1.1
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Establishment
of the Plan
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1
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1.2
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Purpose
of the Plan
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1
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Article II.
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Definitions
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2
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2.1
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Actuarial
Equivalent
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2
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2.2
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Administrator
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2
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2.3
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Affiliate
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2
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2.4
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Beneficiary
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2
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2.5
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Board
of Directors
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2
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2.6
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Cash
Balance Account
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3
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2.7
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Cash
Balance Plan
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3
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2.8
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Code
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3
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2.9
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Eligible
Employee
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3
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2.10
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Employer
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3
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2.11
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Excess
Plan
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4
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2.12
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Hire
Date
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4
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2.13
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Offset
Amount
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4
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2.14
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Plan
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4
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2.15
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Prior
Accrued Retirement Benefits
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4
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2.16
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Supplemental
Retirement Benefit
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5
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2.17
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Supplement
Survivor’s Benefit
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5
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Article III.
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Supplemental
Retirement Benefit
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6
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3.1
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Eligible
Employees
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6
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3.2
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Supplemental
Retirement Benefit
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6
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3.3
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Supplemental
Survivor’s Benefit
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8
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Article IV.
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Forfeiture
of Supplemental Benefits
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9
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4.1
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Disclosure
of Proprietary Information
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9
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4.2
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Direct
Competition with the Employer or an Affiliate
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10
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4.3
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Discharge
for Just Cause
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10
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Article
V.
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Form
of Payment
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12
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Article
VI.
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Nature
of Interest of Participant
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14
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6.1
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Unsecured
General Creditor
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14
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6.2
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Trust
Fund
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14
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6.3
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No
Right to Transfer Interest
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15
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Article VII.
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Administration
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16
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7.1
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Administrator
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16
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7.2
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Powers
of the Administrator
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16
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7.3
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Finality
of Administrator Determinations
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17
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Article VIII.
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Miscellaneous
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18
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8.1
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Amendment,
Suspension, and Termination
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18
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8.2
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Board
of Directors’ Power to Delegate Authority
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19
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8.3
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Indemnification
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19
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8.4
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No
Employment Rights
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19
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8.5
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No
Impact on Other Benefits
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20
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8.6
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Incapacity
of Recipient
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20
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8.7
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Data
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20
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8.8
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Misstatements
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21
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8.9
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Taxes
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21
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8.10
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Applicable
Law
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21
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8.11
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Usage
of Terms and Headings
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22
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-ii-
OWENS CORNING SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
[As amended and restated
effective as of January 1, 2009]
ARTICLE I
ESTABLISHMENT AND PURPOSE OF THE
PLAN
1.1 Establishment of the Plan
. Effective as of January 1, 1998, Owens Corning established this
“Owens Corning Supplemental Executive Retirement Plan.”
The Plan was hereby amended and restated effective as of January 1,
2009.
1.2 Purpose of the Plan . The
Plan is intended to constitute an unfunded program maintained
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees
consistent with the requirements of Sections 201(2), 301(a)(3), and
401(a)(1) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”). The Plan provides supplemental
retirement income to Eligible Employees.
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ARTICLE II
DEFINITIONS
The following words and phrases as
used in this Plan have the following meanings:
2.1 Actuarial Equivalent .
The term “Actuarial Equivalent” shall have the same
meaning as defined in Appendix B of the Cash Balance
Plan.
2.2 Administrator . The term
“Administrator” means the individual described in
Section 7.1 who is designated to administer the
Plan.
2.3 Affiliate . The term
“Affiliate” shall have the same meaning given to such
term by the Cash Balance Plan.
2.4 Beneficiary . The term
“Beneficiary” means the person or persons designated by
the Eligible Employee to receive the death benefit under the Cash
Balance Plan after the death of the Eligible Employee.
2.5 Board of Directors . The
term “Board of Directors” means the Board of Directors
of Owens Corning.
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2.6 Cash Balance Account .
The term “Cash Balance Account” means the Eligible
Employee’s “Account” (as defined under the Cash
Balance Plan) determined in accordance with the Cash Balance Plan
and increased to reflect any benefits accrued on behalf of the
Eligible Employee under the Excess Plan.
2.7 Cash Balance Plan . The
term “Cash Balance Plan” means the Owens Corning Cash
Balance Pension Plan, which is part of the Owens Corning Merged
Retirement Plan and is set forth in Attachment 1 to the Owens
Corning Merged Retirement Plan, as amended.
2.8 Code . The term
“Code” means the Internal Revenue Code of 1986, as
amended.
2.9 Eligible Employee . The
term “Eligible Employee” means an individual who meets
the requirements of Section 3.1.
2.10 Employer . The term
“Employer” means Owens Corning and any other Affiliate
that has adopted the Cash Balance Plan.
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2.11 Excess Plan . The term
“Excess Plan” means the Owens-Corning Executive
Supplemental Benefit Plan, as amended and restated effective
January 1, 2009, and as amended from time to time
thereafter.
2.12 Hire Date . The term
“Hire Date” means the date on which the Eligible
Employee was first employed with the Employer or such other date as
specified by agreement with such Eligible Employee at the time they
are designated to be eligible for participation in the
Plan.
2.13 Offset Amount . The term
“Offset Amount” means the amount applicable to an
Eligible Employee as determined under
Section 3.2(c).
2.14 Plan . The term
“Plan” means the “Owens Corning Supplemental
Executive Retirement Plan” as set forth herein and as amended
from time to time.
2.15 Prior Accrued Retirement
Benefits . The term “Prior Accrued Retirement
Benefits” means all nonforfeitable retirement benefits
accrued on behalf of an Eligible Employee under any “pension
plan” (as defined in Section 3(2) of ERISA), including
all tax-qualified and non-tax-qualified defined benefit and defined
contribution plans other than any defined contribution plan that
the
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Administrator determines was not the primary
source of the Eligible Employee’s retirement benefits from
his or her prior employer, determined as of the date the Eligible
Employee is first employed with the Employer, and expressed, in the
case of a “defined benefit plan” (as defined in ERISA
section 3(35)), in the form of a single life annuity commencing at
the participant’s normal retirement age under such plan (or
the age 65 single life annuity Actuarial Equivalent of the accrued
benefit under such plan, if such a form is not available under the
plan).
2.16 Separation from service
. The term “Separation from service” as used herein
shall mean termination of active employment from the
Employer.
2.17 Supplemental Retirement
Benefit . The term “Supplemental Retirement
Benefit” means a benefit that is payable to an Eligible
Employee in accordance with Article III of this Plan.
2.17 Supplemental
Survivor’s Benefit . The term “Supplemental
Survivor’s Benefit” means a benefit that is payable to
a Beneficiary in accordance with Article III of this
Plan.
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ARTICLE III
SUPPLEMENTAL RETIREMENT
BENEFIT
3.1 Eligible Employees . An
individual is an Eligible Employee if he or she is a member of a
select group of management or highly compensated employees of an
Employer, and he or she —
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(1)
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is
named or designated by the Board of Directors or the Chairman and
Chief Executive Officer of Owens Corning in accordance with
Section 8.1(b) of the Plan,
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(2)
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is
100% vested in his or her benefit under the Cash Balance
Plan,
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(3)
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provides
the Administrator, with written evidence, in a form satisfactory to
the Administrator, of his or her Prior Accrued Retirement Benefits,
and
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(4)
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does
not forfeit the Supplemental Retirement Benefit under the
provisions of Article IV.
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3.2 Supplemental Retirement
Benefit .
(a) An Eligible Employee shall be
entitled to a Supplemental Retirement Benefit as determined under
Sections 3.2(b) and (c) upon his or her termination of
employment with all Employers.
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