Exhibit 10.24
REXNORD SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
As Amended Effective
January 1, 2008
To Comply With Internal Revenue
Code Section 409A
1
REXNORD SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
TABLE OF CONTENTS
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ARTICLE I -
NAME, PURPOSE AND EFFECTIVE DATE
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3
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1.01
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N AME AND P URPOSE
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3
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1.02
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E FFECTIVE D ATE
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3
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ARTICLE II -
DEFINITIONS
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4
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2.01
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“A DMINISTRATOR ”
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4
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2.02
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“C ODE ”
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4
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2.03
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“E MPLOYER ”
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4
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2.04
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“P ARTICIPANT ”
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4
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2.05
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“P LAN ”
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4
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2.06
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“S EPARATION FROM S ERVICE ”
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4
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2.07
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“SERP A CCOUNT ”
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4
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ARTICLE III
- SERP ACCOUNT
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5
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3.01
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E STABLISHMENT OF SERP
A CCOUNT
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5
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3.02
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A NNUAL C ONTRIBUTION
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5
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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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5
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3.04
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A NNUAL I NTEREST C REDIT
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5
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ARTICLE IV -
PAYMENT OF SERP ACCOUNT
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6
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4.01
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T IME AND F ORM OF P
AYMENT
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6
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4.02
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P AYMENT IN THE E VENT OF D
EATH
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6
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ARTICLE V -
FUNDING
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7
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5.01
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F UNDING
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7
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ARTICLE VI -
ADMINISTRATION
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8
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6.01
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D UTIES OF A
DMINISTRATOR
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8
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6.02
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F INALITY OF D
ECISIONS
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8
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ARTICLE VII
- MISCELLANEOUS
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9
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7.01
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N ON -G UARANTEE OF E
MPLOYMENT
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9
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7.02
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A MENDMENTS /T ERMINATION
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9
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7.03
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N ONASSIGNABILITY
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9
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7.04
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E NTIRE A GREEMENT ;
S UCCESSORS
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9
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7.05
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S UCCESSOR E MPLOYER
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9
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7.06
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G OVERNING L AW
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9
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7.07
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C LAIMS P ROCEDURE
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9
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7.08
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A DDITIONAL S ECTION 409A
P ROVISIONS
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9
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2
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 the Participant. 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 the
Participant who is part of a select group of management or
highly-compensated employees.
The Plan was originally effective
January 1, 2004. This restatement shall be effective
January 1, 2008.
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ARTICLE II
- DEFINITIONS
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2.01
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“Administrator”
means Rexnord LLC or its duly
authorized representative.
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2.02
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“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.
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2.03
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“Employer” means Rexnord LLC or its successor in
interest.
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2.04
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“Participant”
means Robert A. Hitt.
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2.05
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“Plan” means the Rexnord Supplemental Executive
Retirement Plan.
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2.06
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“Separation from Service”
means the Participant’s
Termination of Employment, or if the Participant continues to
provide services following his Termination of Employment, such
later date as is considered a separation from service from the
Employer and its 409A Affiliates within the meaning of Code
Section 409A. Specifically, if the Participant continues to
provide services to the Employer or a 409A Affiliate in a capacity
other than as an employee, such shift in status is not
automatically a Separation from Service. For purposes of this
Agreement:
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(a)
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The
Participant’s “Termination of Employment” shall
occur when the Employer and the Participant reasonably anticipate
that no further services will be performed by the Participant for
the Employer and its 409A Affiliates or that the level of bona fide
services the Participant will perform after such date as an
employee of the Employer and its 409A Affiliates will permanently
decrease to no more than 20% of the average level of bona fide
services performed by the Participant (whether as an employee or
independent contractor) for the Employer and its 409A Affiliates
over the immediately preceding 36-month period (or such lesser
period of services). Notwithstanding the foregoing, if the
Participant takes a leave of absence for purposes of military
leave, sick leave or other bona fide leave of absence, the
Participant will not be deemed to have incurred a Separation from
Service for the first 6 months of the leave of absence, or if
longer, for so long as the Participant’s right to
reemployment is provided either by statute or by contract; provided
that if the leave of absence is due to a medically determinable
physical or mental impairment that can be expected to result in
death or last for a continuous period of not less than six months,
where such impairment causes the Participant to be unable to
perform the duties of his position of employment or any
substantially similar position of employment, the leave may be
extended for up to 29 months without causing a Termination of
Employment.
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(b)
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The term
“409A Affiliate” means each entity that is required to
be included in the Employer’s controlled group of
corporations within the meaning of Code Section 414(b), or
that is under common control with the Company within the meaning of
Code Section 414(c), provided, however, that the phrase
“at least 50 percent” shall be used in place of the
phrase “at least 80 percent” each place it appears
therein or in the regulations thereunder.
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2.07
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“SERP
Account” means the
bookkeeping reserve account established pursuant to Article III and
distributed pursuant to Article IV.
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4
ARTICLE III
- SERP ACCOUNT
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3.01
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Establishment of SERP Account
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As of January 1, 2004, the
Participant shall have an opening balance in the
Participant’s SERP Account of $67,216.
As of December 31, 2004 and
each December 31 thereafter during the Participant’s
employment with the Employer, the SERP Account shall be credited
with the designated percentage (8.48%) of the
Participant’s compensation.
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.
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3.03
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Pro-rata
Credit in Year of Termination
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As of the date of the
Participant’
