STANDARD MOTOR PRODUCTS, INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
Amended and restated as of December 15, 2008
<PAGE>
STANDARD MOTOR PRODUCTS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Page
----
SECTION I.
PREAMBLE
1
SECTION II.
DEFINITIONS
2
SECTION III. ELIGIBILITY AND
PARTICIPATION
7
SECTION IV. DEFERRAL
ELECTIONS
8
SECTION V. TIME AND MANNER OF
PAYMENTS
10
SECTION VI. DEFERRED COMPENSATION
ACCOUNTS
13
SECTION VII. ADMINISTRATION
14
SECTION VIII. BENEFIT CLAIM
PROCEDURES
16
SECTION IX.
MISCELLANEOUS
18
APPENDIX I SCHEDULE OF
PARTICIPANTS
<PAGE>
SECTION I
PREAMBLE
WHEREAS, Standard Motor Products,
Inc. (hereinafter referred to as "the
Company" has previously established an unfunded supplemental
deferred
compensation plan for a select group of management or highly
compensated
employees as described herein, known as the "STANDARD MOTOR
PRODUCTS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN" (hereinafter referred to as
the "Plan");
WHEREAS, the purpose of this Plan is
to enable the Company to supplement
the benefits from the Standard Motor Products, Inc. Profit Sharing
Capital
Accumulation Plan to certain key executive employees of the Company
and to
provide a means whereby certain amounts payable by the Company to
key executive
employees may be deferred to some future period and in order to
attract and
retain key executive employees of outstanding competence;
WHEREAS, the Company wishes to amend
and restate the Plan, effective as of
December 15, 2008, to comply with legislative changes affecting
supplemental
deferred compensation plans mandated by the American Jobs Creation
Act of 2004
(the "Act");
WHEREAS, it is the purpose of this
amendment and restatement to conform
the terms of the Plan to the requirements of Section 409A of the
Internal
Revenue Code of 1986, as amended, with respect to amounts deferred
after
December 15, 2008, within the meaning of Section 885(d) of the Act,
as
contemplated by Section 885(f) of the Act. It is intended that the
modifications
effected by this amendment and restatement shall not cause any
amount deferred
in taxable years before December 15, 2008 to be treated as an
amount deferred in
a taxable year beginning on or after such date. The Plan shall be
interpreted
and at all times administered in a manner that avoids the inclusion
of
compensation in income under Section 409 A(a)(1) of the Internal
Revenue Code.
NOW, THEREFORE, the Company hereby
adopts the Plan, which shall read as
follows:
1
<PAGE>
SECTION II
DEFINITIONS
All capitalized terms shall have the
same meanings set forth below, unless
a different meaning is plainly required by the context:
2.01 "Account" or "Deferred
Compensation Account" means the deferred
compensation account established for a Participant pursuant to
Section IV.
2.02 "Account Balance" means the
fair market value of an Account as of a
Valuation Date.
2.03 "Annual Base Salary" means the
base salary to be paid by the Company
to a Participant during the Plan Year. "Annual Base Salary" shall
not include
any Annual Bonus payment or Incentive Payments, but shall include
Deferred
Compensation and salary deferral contributions under the Standard
Motor
Products, Inc. Profit Sharing Capital Accumulation Plan and under
any cafeteria
plan maintained by the Company intended to comply with Section 125
of the Code.
2.04 "Annual Bonus" means any
compensation, other than Performance-Based
Compensation Payments, to be paid by the Company to a Participant
during the
Plan Year under a bonus plan or arrangement.
2.05 "Beneficiary" means any person
designated by the Participant in
accordance with Section III to receive benefits, if any, payable
under the Plan
in the event of the Participant's death.
2.06 "Benefit" means the
non-forfeitable interest of a Participant in his
or her Account(s) that is distributable to the Participant or the
Participant's
Beneficiary as provided in Section V.
2
<PAGE>
2.07 "Board" means the Board of
Directors of the Company.
2.08 "Change in Control" means a
transaction or series occurring after the
Effective Date, in which:
(a) there is
an occurrence of a change in the ownership of the
Company which occurs on the date
that any person, or more than one person
acting as a group, acquires
ownership of stock of the Company that,
together with stock held by such
person or group, constitutes more than 50
percent of the total fair market
value or total voting power of the stock
of the Company. However, if any one
person, or more than one person acting
as a group, is considered to own
more than 50 percent of the total fair
market value or total voting power
of the stock of a corporation, the
acquisition of additional stock by
the same or persons or persons is not
considered a change in the ownership
of the Company (or to cause a change
in the effective control of the
Company as discussed below). An increase
in the percentage of stock owned by
any one person, or persons acting as a
group, as a result of a transaction
in which the Company acquires its
stock in exchange for property will
be treated as an acquisition of stock
for purposes of this section. This
paragraph (a) applies only when there
is a transfer of stock of a
corporation (or issuance of stock of a
corporation) and stock in such
corporation remains outstanding after the
transaction. For purposes of this
paragraph (a), persons will not be
considered to be acting as a group
solely because they purchase or own
stock of the same corporation at the
same time, or as a result of the same
public offering. However, persons
will be considered as acting as a group
if they are owners of a corporation
that enter into a merger,
consolidation, purchase or
acquisition of stock, or similar business
transaction with the Company. If a
person, including an entity, owns stock
in both corporations that enter into
a merger, consolidation, purchase or
acquisition of stock, or similar
transaction, such shareholder is
considered to be acting as a group
with other shareholders in a
corporation prior to the transaction
giving rise to the change and not
with respect to the ownership
interest in the Company.
3
<PAGE>
(b) there is an occurrence of a change in the effective control
of
the Company which occurs on the date
that either (i) any one person, or
more than one person acting as a
group, acquires (or has acquired during
the 12-month period ending on the
date of the most recent acquisition by
such persons or persons) ownership
of stock of the Company possessing 35
percent or more of the total voting
power of the Company; or (ii) a
majority of members of the
corporation's board of directors prior to the
date of the appointment or election
is not endorsed by a majority of the
members of the corporation's board
of directors prior to the date of the
appointment or election, provided
that for purposes of (ii) the term
corporation refers solely to the
relevant corporation identified in (a),
for which no other corporation is a
majority shareholder for purposes of
that paragraph.
(c) there is a change in the ownership of a substantial portion
of
the Company's assets which occurs on
the date that any one person, or more
than one person acting as a group,
acquires or has acquired during the
12-month period ending on the date
of the most recent acquisition of such
person or persons assets from the
Company that have a gross fair market
value equal to more than 40 percent
of the gross fair market value of the
assets of the Company immediately
prior to such acquisition or
acquisitions. For this purpose,
gross fair market value means the valued
of the assets of the Company, or the
value of the assets being disposed
of, determined without regard to any
liabilities associated with such
assets.
2.08 "Code" means the Internal
Revenue Code of 1986, as it has been and
may be amended from time to time. Reference to any section of the
Code shall
include any provision successor thereto.
2.09 "Committee" means the
Compensation and Management Development
Committee of the Board.
2.10 "Company" means Standard Motor
Products, Inc. or any successor
thereto.
4
<PAGE>
2.11 "Company Contribution" means
the amount, if any, contributed by the
Company to the Plan on behalf of the Participant. For any Plan
Year, the
decision to make Company Contributions shall be made in the sole
discretion of
the Company.
2.12 "Deferred Compensation" means
the amount of Annual Base Salary,
Annual Bonus, and Performance-Based Compensation Payments that a
Participant
elects to defer for the Plan Year in accordance with Section
4.01.
2.13 "Disability" means for purposes
of this Plan if he or she is unable
to engage in any substantial activity by reason of any medically
determinable
physical or mental impairment which can be expected to result in
death or can be
expected to last for a continuous period of not less than 12
months; or is, by
reason of any medically determinable physical or mental impairment
which can be
expected to result in death or can be expected to last for a
continuous period
of not less than 12 months, receiving income replacement benefits
for a period
of not less than 3 months under an accident or health plan covering
employees of
the Company. The foregoing is intended to comply with the
requirements of
Section 409A(a)(2)(C) of the Code including any Treasury
regulations promulgated
thereunder.
2.14 "Effective Date" means December
15, 2008.
2.15 "Eligible Employee" means any
employee designated by the Committee
who satisfies the requirements of Section III.
2.16 "Participant" means an Eligible
Employee of the Company who is
selected to participate in the Plan in the manner described in
Section III.
2.17 "Performance-Based
Compensation" means compensation to the extent
that an amount is: (i) variable and contingent on the satisfaction
of
pre-established organization or individual performance criteria
that covers a
performance period of at least 12 months and (ii) not readily
ascertainable at
the time of the election. The foregoing is intended to comply with
Section
409A(a)(4)(iii) of the Code including any Treasury regulations
promulgated
thereunder.
5
<PAGE>
2.18 "Plan" means the Standard Motor
Products, Inc. Supplemental Executive
Retirement Plan as set forth herein and as may be amended from time
to time.
2.19 "Plan Year" means the twelve
(12) month period beginning on the first
day of January and ending on the thirty-first of December.
2.20 "Specified Employee" means a
key employee (as defined in Code Section
416(i) without regard to paragraph (5) thereof) of a corporation
any stock in
which is publicly traded on an established securities market. The
foregoing is
intended to comply with the requirements of Section 409A(a)(2)(B)
of the Code
including any Treasury regulations promulgated thereunder.
2.21 "Trust" means the Standard
Motor Products, Inc. Supplemental
Executive Retirement Plan Trust or any other trust established
between the
Company and the Trustee in connection with the Plan under which
Plan assets are
held and invested and from which benefits under the Plan are paid.
This Trust is
a grantor trust and is not intended to be a trust under ERISA.
2.22 "Trustee" means the
corporation, individual or individuals acting as
trustee of the Trust at any time of the reference.
2.23 "Valuation Date" means each
business day of the Plan Year.
6
<PAGE>
SECTION III
ELIGIBILITY
FOR PARTICIPATION
3.01 Eligibility
(a) Any key executive employee
selected by the Committee shall be an
Eligible Employee and the Committee may select from time to time
certain key
executive employees who shall be eligible to participate under the
Plan.
(b) In order for an Eligible
Employee to participate in the Plan, he or
she must file with the Committee, no later than thirty (30) days
before the
applicable Plan Year begins, an election on a form approved by the
Committee to
defer Annual Base Salary and Annual Bonus payments. An Eligible
Employee must
file with the Committee, no later than six (6) months before the
performance
period ends of Performance-Based Compensation, an election on a
form approved by
the Committee to defer Performance-Based Compensation payments.
Notwithstanding
any other provision of this Plan, for the first year in which a
Participant is
eligible to participate, he or she may file an election on a form
approved by
the Committee, within thirty (30) days after the date on which he
or she becomes
eligible to participate in the Plan, with respect to services to be
performed
subsequent to the election. The Committee in its sole discretion
shall permit a
Participant to make a higher percentage rate of compensation to be
deferred than
those that would otherwise be allowable under Section 4.01 during
his or her
first year of participation so that his or her Deferred
Compensation during such
year will equal the amount that he or she could have made had such
election
began as of his or her first date of employment with the Company.
In order for
the allowance of additional deferrals to be made under this
Section, the
Participant must elect to make such deferrals in writing at the
time he or she
enrolls in the Plan before the Annual Base Salary payments, Annual
Bonus
payments, and Performance-Based Compensation from which such
deferrals will be
deducted has been earned.
(c) A Participant's participation in
the Plan shall automatically
terminate upon the distribution of his or her Benefit in full. In
addition, the
Company may terminate a Participant's participation in the Plan at
any time as
permitted under Section 409A of the Code. In such event, the
Company will
terminate the Participant's deferral election for the remainder of
the year.
7
<PAGE>
(d) Each Eligible Employee shall be
notified when he or she becomes
eligible to become a Participant, and shall be furnished with the
materials
necessary to enroll in the Plan.
3.02 Beneficiary Designation
The Participant shall submit to the
Company upon enrollment in the Plan,
or at such time as the Committee requests and on a form provided by
the
Committee, a written designation of a primary beneficiary,
contingent
beneficiaries or secondary
