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Exhibit
10.11
REXNORD SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
REXNORD SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
TABLE OF
CONTENTS
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ARTICLE I - NAME, PURPOSE AND
EFFECTIVE DATE
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1 |
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1.01 |
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N
AME AND P
URPOSE |
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1 |
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1.02 |
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E
FFECTIVE D ATE |
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1 |
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ARTICLE II -
DEFINITIONS
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2 |
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2.01 |
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“A
DMINISTRATOR ” |
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2 |
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2.02 |
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“C
ODE ” |
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2 |
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2.03 |
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“E
MPLOYER ” |
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2 |
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2.04 |
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“P
ARTICIPANT ” |
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2 |
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2.05 |
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“P
LAN ” |
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2 |
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2.06 |
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“SERP A CCOUNT ” |
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2 |
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ARTICLE III - SERP
ACCOUNT
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3 |
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3.01 |
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E
STABLISHMENT OF SERP A
CCOUNT |
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3 |
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3.02 |
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A
NNUAL C ONTRIBUTION |
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3 |
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3.03 |
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P
RO - RATA C REDIT
IN Y EAR OF T
ERMINATION |
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3 |
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3.04 |
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A
NNUAL I NTEREST C
REDIT |
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3 |
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ARTICLE IV - PAYMENT OF SERP
ACCOUNT
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4 |
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4.01 |
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C
OMMENCEMENT OF B
ENEFITS |
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4 |
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4.02 |
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P
AYMENT O PTIONS |
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4 |
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4.03 |
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C
HANGES IN E
LECTION |
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4 |
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4.04 |
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P
AYMENT IN THE E
VENT OF D
EATH |
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4 |
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ARTICLE V - FUNDING
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6 |
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5.01 |
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F
UNDING |
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6 |
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ARTICLE VI -
ADMINISTRATION
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7 |
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6.01 |
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D
UTIES OF A
DMINISTRATOR |
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7 |
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6.02 |
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F
INALITY OF D
ECISIONS |
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7 |
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ARTICLE VII -
MISCELLANEOUS
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8 |
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7.01 |
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N
ON -G UARANTEE OF E
MPLOYMENT |
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8 |
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7.02 |
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A
MENDMENTS /T ERMINATION |
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8 |
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7.03 |
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N
ONASSIGNABILITY |
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8 |
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7.04 |
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E
NTIRE A GREEMENT ; S
UCCESSORS |
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8 |
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7.05 |
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S
UCCESSOR E MPLOYER |
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8 |
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7.06 |
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G
OVERNING L AW |
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8 |
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7.07 |
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C
LAIMS P ROCEDURE |
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9 |
i
ARTICLE I - NAME, PURPOSE
AND EFFECTIVE DATE
The supplemental retirement
plan set forth herein shall be known as the Rexnord Supplemental
Executive Retirement Plan (the “Plan”). The Plan is
established, and shall be maintained, solely for the purpose of
providing supplemental retirement plan benefits for certain
Participants. For purposes of the Employee Retirement Income
Security Act of 1974, as amended, the Plan is unfunded and
maintained primarily for the purpose of providing non-qualified
deferred compensation for certain Participants who are part of a
select group of management or highly-compensated
employees.
This Plan shall be effective
January 1, 2004.
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ARTICLE II -
DEFINITIONS
| 2.01 |
“Administrator” means Rexnord Corporation or
its duly authorized representative. |
| 2.02 |
“Code” means the Internal Revenue Code of
1986, as amended from time to time. Reference to a specific
provision of the Code shall include such provision, any valid
regulation or ruling promulgated thereunder, and any provision of
future law that amends, supplements, or supersedes such
provision. |
| 2.03 |
“Employer” means Rexnord Corporation or its
successor in interest. |
| 2.04 |
“Participant” means [
], Robert A. Hitt, and/or [
]
. |
| 2.05 |
“Plan” means the Rexnord Supplemental
Executive Retirement Plan. |
| 2.06 |
“SERP Account” means the bookkeeping reserve
account established pursuant to Article III and distributed
pursuant to Article IV. |
2
ARTICLE III - SERP
ACCOUNT
| 3.01 |
Establishment of SERP Account |
As of January 1, 2004,
each Participant shall have an opening balance in the
Participant’s SERP Account as follows:
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[
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$ |
23,572 |
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Robert A. Hitt
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$ |
67,216 |
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[
]
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$ |
35,112 |
As of December 31, 2004
and each December 31 thereafter during a Participant’s
employment with the Employer, the SERP Account shall be credited
with the designated percentage of the Participant’s
compensation as follows:
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[
]
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7.75 |
% |
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Robert A. Hitt
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8.48 |
% |
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[
]
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7.97 |
% |
For this purpose,
“compensation” means base pay plus annual incentive
bonus paid in the applicable calendar year pursuant to the Rexnord
Management Incentive Plan, including any salary reductions of those
items pursuant to Code Section 125 of 401(k) or for
nonqualified deferred compensation, but excluding any other bonus
or benefits, such as any long-term incentive bonus, sale bonus,
relocation bonus or severance pay.
| 3.03 |
Pro-rata Credit in Year of Termination |
As of the date of a
Participant’s termination of employment with the Employer,
the SERP Account shall be credited with the designated percentage
of the Participant’s compensation for such partial calendar
year, pursuant to the applicable terms in
Section 3.02.
| 3.04 |
Annual Interest Credit |
As of December 31, 2004
and each December 31 thereafter on which a Participant has a
SERP Account, the SERP Account shall be credited with interest at
the rate of 6.75% on the balance of the SERP Account on
January 1 of such calendar year less the amount of any
distribution from the SERP Account during the year.
3
ARTICLE IV - PAYMENT OF
SERP ACCOUNT
| 4.01 |
Commencement of Benefits |
A Participant’s SERP
Account shall be accumulated as provided herein until the
Participant’s termination of employment with the Employer.
Payment of benefits under the Plan shall then be made pursuant to
Section 4.02.
Benefits payable under the
Plan shall be made to the Participant in either of the following
payment forms, as selected by the Participant:
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i. |
A lump sum in cash, payable within 30 days following
termination of employment; or |
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ii. |
Approximately equal annual installments over a term certain as
elected by the Participant not to exceed ten years with payments
beginning on the first business day of the calendar year following
the termination date. |
If a lump sum election is
made it will include a partial interest credit on the beginning
balance as of the prior January 1 st . The annual interest credit will be
multiplied by a fraction, the numerator of which is full months
prior to the distribution and the denominator of which is
12.
The amount of an annual
installment shall be determined by dividing the balance in the SERP
Account on each such date by the number of annual installments
remaining to be paid hereunde
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