Exhibit 10.4
SUPERIOR UNIFORM GROUP,
INC.
SUPPLEMENTAL PENSION
PLAN
Effective November 1,
1994
Amended and Restated
November 7, 2008
SUPERIOR UNIFORM GROUP,
INC.
SUPPLEMENTAL PENSION
PLAN
Superior Uniform Group, Inc. a
Florida corporation, formerly known as Superior Surgical Mfg. Co.,
Inc. (the "Employer") established the Superior Uniform Group, Inc.
Supplemental Pension Plan (the "Supplemental Plan" or simply
"Plan") as a nonqualified, unfunded plan of deferred compensation,
to supplement the benefits provided under the Superior Uniform
Group, Inc. Employees' Pension Plan (the "Basic Plan"). The Plan is
designed to provide for the payment of benefits to certain
employees who are participants in the Basic Plan, without regard to
limitations on the Basic Plan, which are prescribed by sections 415
and 401(a)(17) of the Internal Revenue Code of 1986
("Code").
The Plan consists of two separate
and distinct component plans:
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(a)
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an unfunded
excess benefit plan, as that term is defined in sections 3(36) and
4(b)(5) of the Employee Retirement Income Security Act of 1974
("ERISA") (the "Excess Plan"); and
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(b)
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an unfunded
supplemental executive retirement plan which is maintained
primarily for the purpose of providing additional deferred
compensation for a select group of management and highly
compensated employees, as described in sections 201(2), 301(a)(3)
and 401(a)(1) of ERISA (the "Executive Retirement
Plan").
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The Plan has been amended and
restated on November 7, 2008, but effective as of
January 1, 2005 in order to make certain changes required to
comply with the requirements imposed on deferred compensation plans
by Section 409A of the Code for years beginning on and after
January 1, 2005.
ARTICLE 1: PURPOSE OF THE
PLAN
The Employer intends and desires by
the adoption of this Plan to recognize the value to the Employer of
past and present services of certain employees covered by the Basic
Plan and to encourage their continued service with the Employer by
making more adequate provision for their future retirement
security.
ARTICLE 2: COORDINATION WITH THE
BASIC PLAN
Benefits under this Plan are
coordinated with benefits under the Basic Plan. For purposes of
this Plan, Basic Plan means the Superior Uniform Group, Inc.
Employees' Pension Plan, any amendments thereto, and any amendments
which may be in effect as of the date any determination is made of
benefits payable under this Plan. All terms used in this Plan shall
have the meanings assigned to them under the provisions of the
Basic Plan, unless otherwise qualified by the context.
ARTICLE 3: ADMINISTRATION
This Plan shall be administered by
the Committee under the Basic Plan, which shall administer it in a
manner consistent with the administration of the Basic Plan, except
that this Plan shall be administered as an unfunded plan which is
not intended to meet the qualification requirements of section 401
of the Code. The Committee shall have full power and authority to
interpret, construe and administer this Plan, and the
Committee’s interpretations and construction hereof, and
actions hereunder, including determinations as to the timing, form,
amount or recipient of any payments to be made hereunder, shall be
binding and conclusive upon all persons for all purposes. No member
of the Committee shall be liable to any person for any action taken
or omitted in connection with the interpretation or administration
of this Plan, unless attributable to his own willful misconduct or
lack of good faith. A Committee member shall not participate in any
action or determination regarding his own benefits
hereunder.
ARTICLE 4: ELIGIBILITY
The following Employees are eligible
to participate in the Plan:
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(a)
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Employees who
are participating in the Basic Plan and whose pension or
pension-related benefits under the Basic Plan are limited pursuant
to section 415 of the Code shall be eligible to participate under
the Excess Plan. In no event shall an Employee who is not entitled
to benefits under the Basic Plan be eligible for a benefit under
the Excess Plan.
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(b)
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Employees
designated by the Board of Directors of the Employer, or the
Executive Committee of the Board of Directors, who form “a
select group of management or highly compensated employees" (within
the meaning of Title I of ERISA), who are participating in the
Basic Plan and whose benefits under the Basic Plan are limited by
section 401(a)(17) of the Code, shall be eligible to participate
under the Executive Retirement Plan. In no event shall an Employee
who is not entitled to benefits under the Basic Plan be eligible
for a benefit under the Executive Retirement Plan.
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ARTICLE 5: AMOUNT OF EXCESS PLAN
BENEFIT
The benefit payable to an eligible
Employee or his beneficiary or beneficiaries under the Excess Plan
shall be the Actuarial Equivalent of the excess, if any,
of:
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(a)
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the benefit,
expressed as a single life annuity, which would have been payable
to such Employee or on his behalf to his Beneficiary or Eligible
Spouse, as the case may be, from the Basic Plan, if the provisions
of the Basic Plan were administered without regard to the maximum
amount of retirement income limitations of section 415 of the Code,
over
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(b)
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the benefit
which is in fact payable to such Employee or on his behalf to his
Beneficiary or Eligible Spouse under the Basic Plan, expressed as a
single life annuity.
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Benefits payable under the Excess
Plan shall be computed in accordance with the foregoing and with
the objective that the benefits payable under the Excess Plan and
the Basic Plan should total the amount which would have been
payable solely under the Basic Plan had section 415 of the Code not
been applicable thereto.
ARTICLE 6: AMOUNT OF EXECUTIVE
RETIREMENT PLAN BENEFITS
The benefits payable to an eligible
Employee or his beneficiary or beneficiaries under the Executive
Retirement Plan shall be the Actuarial Equivalent of the excess, if
any, of the benefit, expressed as a single life annuity, which
would have been payable to such Employee or on his behalf to his
Beneficiary or Eligible Spouse, as the case may be, from the Basic
Plan, if the provisions of the Basic Plan were administered without
regard to either the maximum amount of retirement income limitation
of section 415 of the Code or the maximum compensation limitation
of section 401(a)(17) of the Code, over the sum of:
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(a)
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the benefit
which is in fact payable to such Employee or on his behalf to his
Beneficiary or Eligible Spouse under the Basic Plan, expressed as a
single life annuity, and
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(b)
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the amount of
the Excess Plan benefit (expressed as a single life annuity), if
any, which is in fact payable under Article 5 of this
Plan.
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Benefits payable under this Article
6 shall be computed in accordance with the foregoing and with the
objective that the benefit payable under the Excess Plan, the
Executive Retirement Plan, and the Basic Plan should total the
amount which would have been payable solely under the Basic Plan
had neither section 415 nor section 401(a)(17) of the Code been
applicable thereto.
ARTICLE 7: PAYMENT OF
BENEFITS
The total benefit payable to an
Employee or on his behalf under Articles 5 and 6 shall be payable
in accordance with the following paragraphs:
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(a)
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Upon
commencement of participation in this Plan, an Employee shall
select a form for the payment of benefits from this Plan, from
among the forms described in paragraph (f). The Employee shall name
a beneficiary or beneficiaries consistent with the form of benefit
selected, who need not be the Employee's Eligible Spouse or
Beneficiary under the Basic Plan. In the absence of a contrary
selection by the Employee, the form for the payment of benefits
from this Plan shall be a single life annuity under subparagraph
(f)(1).
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(b)
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Upon commencement of
participation in this Plan, an Employee shall select a date for the
commencement of benefits from this Plan, which shall not be earlier
than the date of the
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Employee's termination of
employment with the Employer, nor later than the Employee's Normal
Retirement Date (if his employment has terminated before such
date). In the absence of a contrary designation by the Employee,
and subject to the 6-month delay imposed on Specified Employees by
paragraph (g) below, the Employee's benefit commencement date
shall be the later of the Employee's Normal Retirement Date or date
of termination of employment.
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(c)
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An Employee may
change a beneficiary designation, a form of benefit payment, or a
benefit commencement date, at any time prior to the commencement of
the payment of benefits from the Plan; provided however, that no
change in the form of benefit or benefit commencement date shall
become effective until one year after the change is made and,
provided further, that no change in form or commencement date shall
become effective after the Employee's termination of employment,
death, or commencement of benefits.
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Notwithstanding the preceding
sentence, effective on and after January 1, 2005, if an
Employee elects to change his or her benefit commencement date, or
to change the form of benefit payment elected, to change the timing
of payment for a benefit from this Plan (other than a benefit
payable as result of the Employee’s death), the first benefit
payment made pursuant to such subsequent election may not be made
prior to the end of the period of 5 years from the benefit
commencement date on which the Employee’s benefit payments
were scheduled to commence under the Employee’s prior
election.
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(d)
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Notwithstanding
anything in paragraphs (a), (b) and (c) to the contrary,
an eligible Employee may elect, in addition to any other elections
he has made under the Plan, to receive his benefit from the Plan on
the later of:
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(1)
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his Disability
Retirement Date (as such term is defined under the Basic Plan);
or
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(2)
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the date his
coverage under a Disability Contract (as such term is defined under
the Basic Plan) terminates.
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Such election shall be effective
only if the Employee is not Disabled at the time the election is
made, and the Employee is eligible for a Disability Retirement
Benefit from the Basic Plan after his employment
terminates.
The amount of Excess and Executive
Retirement Plan benefits payable under this paragraph (d) will
be determined in accordance with Article 5 and Article 6 and
Section 4.04 of Basic Plan.
Effective on and after
January 1, 2005, an Employee may elect to receive a disability
benefit from the Plan under this paragraph (d) only if the
Administrator determines that the Employee:
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(1)
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is unable to
engage in any substantial gainful 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
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(2)
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has been
receiving income replacement benefits for at least 3 months a
long-term disability plan maintained by the Employer by reason of
any medically determinable physical or mental impairment which is
expected to result in death or to last for a continuous period of
not less than 12 months.
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This restriction in the preceding
sentence is imposed to ensure that those benefits payable from this
Plan on account of disability which are subject to
Section 409A of the Code will be paid only if the disability
constitutes a “disability” for purposes of
Section 409A(a)(2)(C) of the Code, Treasury Regulation
Section 1.409-3(i)(4) or any other guidance promulgated under
Code Section 409A(a)(2). Accordingly, such restriction shall
not apply to the Employee’s Grandfathered Benefits, if
any.
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(e)
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No Employee or
Employee's beneficiary shall be entitled to benefits from this
Supplemental Plan unless the Employee is vested under the Basic
Plan and has terminated employment with the Employer.
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Notwithstanding anything to the
contrary, benefit payments shall begin on the April 1
following the year in which an Employee attains age 70-1/2, if the
Employee remains employed on that April 1 and is required to
commence his benefits under the Basic Plan on that date. The
benefits payable from this Plan shall be paid in the form then in
effect for the benefits that would have been payable to the
Employee under this Plan had he retired on April 1 of that
year.
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(f)
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The forms in
which benefits are payable under the Plan are the following, all of
which shall be the Actuarial Equivalent of the total benefit
payable under Articles 5 and 6:
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(1)
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A single life
annuity, under which the Employee shall receive equal monthly
payments for his lifetime only. If the Employee dies prior to the
commencement of benefit payments, no benefits shall be payable
under this form.
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(2)
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A joint and
survivor annuity, under which the Employee shall receive reduced
monthly payments for his lifetime, and a beneficiary designated by
the Employee shall receive a percentage (not less than 50% or more
than 100%) of the payments previously received by the Employee, for
the beneficiary's lifetime. If the Employee dies prior to the
commencement of benefit payments, payments to the beneficiary shall
begin with the Employee's death. If the beneficiary dies prior to
the commencement of benefit payments to the Employee, the Employee
may designate a new beneficiary.
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(3)
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A life annuity
with ten years guaranteed, under which an Employee shall receive
reduced monthly payments for his lifetime, and a beneficiary
designated by the Employee will receive payments until the tenth
anniversary of the date payments began, if the Employee dies before
such tenth anniversary. If the Employee dies prior to the
commencement of benefit payments, payments to the beneficiary shall
begin with the Employee's death. If the beneficiary dies before the
Employee, the Employee may designate a new beneficiary.
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(4)
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A single-sum
payment. If the Employee dies prior to receipt of the single sum,
it shall be paid to his beneficiary.
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For purposes of this Article 7, and
all other provisions of the Plan, "Actuarial Equivalent" shall have
the same meaning as that set forth in the Basic Plan.
(g) Effective on and after
January 1, 200
