EXHIBIT 10.1
STANDARD COMMERCIAL
CORPORATION
SUPPLEMENTAL
RETIREMENT PLAN
As Amended and Restated for
Benefits Accrued After 2004
INTRODUCTION
Alliance One International, Inc., as
successor in interest to Standard Commercial Corporation, is the
sponsor of the Standard Commercial Corporation Supplemental
Retirement Plan (the “Plan”). Benefits under the
Plan were frozen effective December 31, 2005. The provisions
of the Plan as amended and restated herein shall apply only to the
409A Portion of the Participant’s benefit.
During the period from January 1, 2005
through December 31, 2008, the 409A Portion of each
Participant’s benefit has been administered in good faith
compliance with Section 409A of the Code and guidance issued
thereunder, including but not limited to Internal Revenue Service
Notices 2005-1, 2006-79, 2007-78 and 2007-86 and proposed and final
regulations published under Section 409A of the Code.
Except as otherwise specifically
provided, the provisions of the Plan as amended and restated herein
are generally effective as of January 1, 2009, and are intended to
satisfy the requirements of Section 409A(a)(2), (3) and (4) of the
Code. However, the provisions of the Plan as amended and
restated herein shall not apply to any person whose Plan benefits
are in pay status as of December 31, 2008, or to the Granfathered
Portion of any Participant’s benefit.
Section 1
Definitions
1.1
ADMINISTRATOR – The word
“Administrator” means an administrative committee
composed of the Company’s Senior Vice President – Human
Resources and Vice President – Compensation and Benefits,
provided that no member of such committee shall take part in any
discretionary administrative decision with respect to such
member’s benefits (if any) under the Plan.
Notwithstanding the foregoing, the Executive Compensation
Committee of the Board in its discretion may remove or replace any
member of the administrative committee, or name a different
committee or an individual to serve as Administrator
hereunder.
1.2
AFFILIATE – The word
“Affiliate” means any related person or entity that
along with the Corporation would be considered a single employer
under Code Section 414(b) or (c), provided that in applying such
rules the existence of a controlled group of corporations or of a
group of trades or businesses under common control shall be based
on a threshold of 50% instead of 80%. A person or entity
shall be considered an Affiliate only during the time it would be
considered a single employer with the Corporation under such
provisions.
1.3
BENEFIT COMMENCEMENT DATE – The
words “Benefit Commencement Date” mean the first day of
the month next following the later of:
(a)
The Participant’s Separation from
Service for any reason other than his death; or
(b)
The date the Participant has:
(i)
Attained age 62 and completed at least 10
years of service under the Pension Plan (provided that the service
requirement shall not apply if the Participant was an
“Employee” (as defined under the terms of the Pension
Plan in effect on December 31, 2005) on April 1, 1981);
(ii)
Attained age 60 and completed at least 20
years of service under the Pension Plan; or
(iii)
Attained age 65.
1.4
BOARD - The word “Board”
means the Board of Directors of the Company. To the extent
permitted by applicable law and by the Company’s corporate
charter and bylaws, action by the Board may be taken by the
Executive Committee or by the Executive Compensation
Committee.
1.5
CODE - The word “Code” means
the Internal Revenue Code of 1986, as amended.
1.6
COMPANY - The word “Company”
means Alliance One International, Inc. and any successor
corporation.
1.7
EXCESS PENSION PLAN BENEFIT - The words
“Excess Pension Plan Benefit” mean the
Participant’s accrued benefit under the Plan as of December
31, 2005, expressed in the form of a life annuity commencing on the
Participant’s Normal Retirement Date and payable
monthly.
1.8
409A PORTION – The words
“409A Portion” mean the excess, if any, of the
Participant’s Excess Pension Plan Benefit over the
Grandfathered Portion, if any, of his Excess Pension Plan Benefit,
expressed in the form of a life annuity commencing on the
Participant’s Normal Retirement Date and payable
monthly.
1.9
GRANDFATHERED PORTION – The
words “Grandfathered Portion” mean the portion of the
Participant’s Excess Pension Plan Benefit that was earned and
vested as of December 31, 2004, determined in accordance with the
requirements of Treas. Reg. § 1.409A-6(a) and expressed in the
form of an actuarially equivalent life annuity commencing on the
Participant’s Normal Retirement Date and payable monthly.
However, if the Plan is materially modified (within the
meaning of Treas. Reg. § 1.409A-6(a)(4)) with respect to the
Participant, his 409A Portion will thereafter include his entire
Excess Pension Plan Benefit and there will be no Grandfathered
Portion.
1.10
JOINT AND SURVIVOR ANNUITY – The
words “Joint and Survivor Annuity” mean an annuity
providing montly payments for the life of the Participant with a
survivor annuity providing monthly payments for the life of the
spouse (if she survives the Participant) equal to 50% of the
monthly annuity amount that would have been payable during the
joint lives of the Participant and the spouse.
1.11
NORMAL RETIREMENT DATE - The words
“Normal Retirement Date” mean the first day of the
calendar month coinciding with or next following the
Participant’s attainment of age 65.
1.12
PARTICIPANT - The word
“Participant” means an employee of the Company who was
a Participant in the Plan as of December 31, 2005, and whose Excess
Pension Plan Benefit was not in pay status as of December 31,
2008.
1.13
PENSION PLAN – The words
“Pension Plan” mean:
(a)
Prior to January 1, 2006, the Standard
Commercial Corporation Pension Plan; and
(b)
On and after January 1, 2006, the
Alliance One International Pension Plan.
1.14
PLAN - The word “Plan” means
the Standard Commercial Corporation Supplemental Retirement Plan,
as amended and restated herein.
1.15
PRE-RETIREMENT SURVIVOR ANNUITY –
The words “Pre-Retirement Survivor Annuity” mean an
annuity for the life of the surviving spouse, with monthly payments
determined as follows:
(a)
If the Participant dies after satisfying
one of the eligibility requirements of Section 1.3(b), the monthly
benefit will be equal to the amount the surviving spouse would have
received with respect to the 409A Portion of his Excess Pension
Plan Benefit under a Joint and Survivor Annuity commencing on the
day before the Participant’s death.
(b)
If the Participant dies before satisfying
one of the eligibility requirements of Section 1.3(b), the monthly
benefit will be equal to the amount the surviving spouse would have
received had the Participant survived until (i) he met the
eligibility requirements of Section 1.3(b), (ii) retired on such
date with the 409A Portion of his Excess Pension Plan Benefit paid
an immediate Joint and Survivor Annuity, and (iii) died the next
day.
1.16
SEPARATION FROM SERVICE – The words
“Separation from Service” mean the Participant’s
“separation from service” with the Company and its
Affiliates within the meaning of Code Section 409A(a)(2)(A)(i) and
applicable regulations and other guidance thereunder. A
Separation from Service shall not have occurred:
(a)
So long as the employment relationship is
treated as continuing intact under Treasury Regulation §
1.409A-1(h)(i); or
(b)
If the Participant continues to provide
more than insignificant services as an employee, consultant or
other service provider to the Company or any Affiliate. The
Participant will be deemed to be providing more than insignificant
services after a particular date unless the facts and circumstances
indicate that the Company and the Participant reasonably anticipate
that the level of bona fide services the Participant will perform
after such date would permanently decrease to no more than 20% of
the average level of the Participant’s bona fide services
over the preceding 36-month period. The provisions of this
paragraph shall be administered in a manner consistent with
Treasury Regulation § 1.409A-1(h)(ii).
Section 2
Benefits
2.1
TIME AND FORM OF RETIREMENT PAYMENTS.
The 409A Portion of a Participant’s Excess Pension Plan
Benefit shall be paid in accordance with this Section
2.1.
(a)
If the Participant is married on his
Benefit Commencement Date, the Company will pay the 409A Portion of
the Excess Pension Plan Benefit to the Participant in the form of
an actuarially equivalent Joint and Survivor Annuity commencing in
the month that includes the Participant’s Benefit
Commencement Date.
(b)
If the Participant is not married on his
Benefit Commencement Date, the Company will pay the 409A Portion of
the Excess Pension Plan Benefit to the Participant in the form of
an actuarially equivalent life annuity with monthly payments
commencing in the month that includes the Participant’s
Benefit Commencement Date.
(c)
If the Participant’s Benefit
Commencement Date is the date of the Participant’s Separation
from Service or within the six month period immediately following
the Participant’s Separation from Service, the Company shall
withhold monthly payments due during such period, and shall pay the
amounts withheld in a single sum with interest at an annual rate of
5% in the seventh month following the Participant’s
Separation from Service.
(d)
No benefits will be payable pursuant to
this Section if the Participant dies before his Benefit
Commencement Date. &n
