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Exhibit
10.22
Rexnord Supplemental
Retirement Plan
EFFECTIVE MAY 1, 2008
(3-13-08)
Rexnord Supplemental Retirement
Plan
Effective as of May 1, 2008,
REXNORD LLC (the “Company”) hereby establishes
the REXNORD SUPPLEMENTAL RETIREMENT PLAN (the
“Plan”) for the benefit of certain Eligible Employees
and their beneficiaries.
The Plan is not a qualified pension plan
under Section 401(a) of the Internal Revenue Code of 1986 as
amended (the “Code”); however, the Company intends that
the Plan be an “employee welfare benefit plan” as
defined in the Employee Retirement Income Security Act of 1974 as
amended (“ERISA”).
This document sets forth rights and
obligations of the Company and each Participant with respect to the
Plan as provided below.
ARTICLE I
Definitions
Wherever used in this Plan, the
following terms shall have the following meanings, unless a
different meaning is clearly required by the context.
| 1.01 |
“Board” means the Board of Directors of the Company
or any Committee thereof as constituted from time to
time. |
| 1.02 |
“Company” means Rexnord LLC and its
successors. |
| 1.03 |
“Compensation” means an Eligible Employee’s
total compensation, including bonuses and commissions, paid by the
Company during the prior Plan Year as reported on IRS Form W-2 as
wages, plus any amounts deferred under a Code Section 125
cafeteria plan, Code Section 401(k) qualified cash or deferred
arrangement or Code Section 132(f) arrangement. |
| 1.04 |
“Designated Insurance Carrier” means an insurance
company selected by the Company in its sole and absolute
discretion. |
| 1.05 |
“Effective Date” means May 1,
2008. |
| 1.06 |
“Eligible Employee” means an Employee whose
Compensation for the prior Plan Year is equal to or greater than
the compensation amount published in Internal Revenue Service
pronouncements used to determine whether an individual is a highly
compensated employee, as defined by Code Section 414(q), for
the relevant year. |
| 1.07 |
“Employee” means any person employed by the Company
who receives stated remuneration other than a pension, severance
pay, retainer or fee under contract. |
| 1.08 |
“Participant” means any Eligible Employee who has
become eligible to participate in the Plan in accordance with
Article III of the Plan, and who has not ceased to have rights to a
benefit hereunder. |
| 1.09 |
“Participant Contribution” means the amount of
after-tax Compensation, contributed to the Plan by a Participant
pursuant to his payroll deduction directive or check and deposited
with the Designated Insurance Carrier in order to purchase life
insurance on the life of said Participant. |
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Plan Page 1 of
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| 1.10 |
“Participation Letter Agreement” means the
individual written agreement between the Company and a Participant
with respect to rights and benefits hereunder, as executed by the
Participant and the Company. |
| 1.11 |
“Plan” means the Rexnord Supplemental Retirement
Plan as set forth herein and as may be amended from time to
time, together with the Participation Letter Agreement with respect
to any Participant. |
| 1.12 |
“Plan Administrator” means the committee or person
appointed by the Board to administer the Plan pursuant to Article
VII herein. |
| 1.13 |
“Plan Year” means the period May 1, 2008
through December 31, 2008, and thereafter, the 12-month period
commencing on January 1 and ending on the next
December 31 while the Plan remains in effect. |
| 1.14 |
“Policy” means a life insurance contract issued by
the Designated Insurance Carrier on the life of a
Participant. |
| 1.15 |
“Third-Party Administrator” means the entity
appointed by the Company to handle certain ministerial
administrative matters under the Plan, as provided in
Section 7.03 herein. |
| 1.16 |
“Total Disability” means a Participant’s
disability as defined in the Social Security Act and determined by
the Social Security Administration. |
For purposes of the Plan, unless the
context requires otherwise, the masculine includes the feminine,
the singular the plural, and vice-versa.
ARTICLE II
Purpose & Scope
The purpose of the Plan is to
provide a Company-sponsored program pursuant to which each
Participant shall make certain contributions to be deposited with a
Designated Insurance Carrier in order to purchase life insurance on
behalf of the Participant. The Participant Contribution will be
made net after all payroll taxes have been withheld for the year in
which such contributions are made on behalf of the Participant.
Each Participant will be responsible for all federal, state and
local taxes on such contributions.
The Plan is intended as a
statement of agreement between the Company and each participating
Eligible Employee under which, in consideration of the continued
satisfactory service of said Eligible Employee, the Company agrees
to deposit Participant Contributions with the Designated Insurance
Carrier on behalf of the Participant.
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Plan Page 2 of
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ARTICLE III
Eligibility and Participation
| 3.01 |
CLASS OF ELIGIBLE EMPLOYEES |
Eligibility for participation
in the Plan shall be limited to those Eligible Employees who have
satisfied the requirement of Section 3.02 herein, have been
designated in writing by the Plan Administrator in its sole and
absolute discretion, and have executed the Participation Letter
Agreement and otherwise satisfy the requirements of this Article
III.
Each Eligible Employee must
be employed full-time with the Company in order to become a
Participant.
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(a) |
Each Eligible Employee who has satisfied the requirements of
Sections 3.01 and 3.02 above shall become a Participant on the
first day of the calendar quarter coinciding with or next following
his completion of said requirements, or as soon thereafter as
administratively feasible. |
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(b) |
The provisions of this Article III are subject to the
provisions of the Participant Letter Agreement. |
ARTICLE IV
Contributions
The Company will assist the
Participant in applying for a Policy on the life of said
Participant from the Designated Insurance Carrier. The Policy and
all incidents of ownership thereto shall at all times be owned by
the Participant and/or his designated assigns, if any.
The Plan is funded
exclusively by Participant Contributions. All Participant
Contributions shall be deposited with the Designated Insurance
Carrier as soon as feasible but not later than 30 days after the
end of the payroll period for which Participant Contributions are
deducted from his pay.
All Participant Contributions
delivered to the Designated Insurance Carrier shall be credited to
the individual Participant’s premium account within the time
frames established by the Designated Insurance Carrier for purposes
of maintaining Policies currently paid and in force. Further, any
premium returns, demutualization proceeds, or vendor contract
rebates shall be credited to the Participant’s individual
Policy.
| 4.03 |
PARTICIPANT CONTRIBUTION |
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(a) |
Each Participant shall make contributions to the Plan as
provided in (1) or (2) below, as applicable to said
Participant: |
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(1) |
If the Participant’s Compensation for the Plan Year is
$200,000 or less, he shall contribute an amount equal to five
percent (5%) of his Compensation. |
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Plan Page 3 of
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(2) |
If the Participant’s Compensation for the Plan Year is
greater than $200,000, he shall contribute an amount equal to ten
percent (10%) of his Compensation. |
The percentages indicated in
(1) and (2) above are intended to generally reflect the
life insurance coverage available to Participants on a guaranteed
issue basis within the guidelines provided by the Designated
Insurance Carrier. A Participant may contribute a greater
percentage of his anticipated Compensation; however, any part or
all of the additional amounts of life insurance applied for may be
subject to evidence of insurability in accordance with the
Designated Insurance Carrier’s underwriting
procedures.
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(b) |
The amount of Participant Contribution to be deposited with the
Designated Insurance Carrier with respect to any Plan Year shall be
computed net, after accounting for all payroll taxes withheld on
behalf of the Participant for that Plan Year. |
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(c) |
Participant Contributions shall be by payroll deduction,
authorized by the Participant on a form acceptable to the Company,
or may be made directly to the Designated Insurance Carrier by the
Participant by personal check. |
| 4.04 |
NO COMPANY CONTRIBUTIONS |
The Company shall not
contribute to the Plan.
ARTICLE V
Vesting
| 5.01 |
PARTICIPANT CONTRIBUTIONS |
The Participant shall be
vested, at all times, in 100 percent of the value of his
Participant Contributions including any gains and losses on
same.
ARTICLE VI
Policies
The Company shall not be
liable nor shall it be in default in the performance of its
obligations under the Plan to purchase a Policy on the life of a
Participant should the Designated Insurance Carrier decline
coverage for the Participant for any reason whatsoever including,
but not limited to, uninsurability as the result of increased
health risk or any other standard in the underwriting process
established by the Designated Insurance Carrier to determine the
insurability of a Participant.
The Participant shall be the
sole owner of the Policy. The Participant shall have all incidents
of ownership with respect to the Policy including, but not limited
to, the right to make any loans, withdrawals or investments of the
cash value of the Policy. The Company shall not be responsible for
any interest or taxes on any loans or withdrawals made from the
Policy by the Participant.
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