Exhibit 10.9.1
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
This SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (this “SERP”) is made and entered into
as of the 31st day of March, 1994 by and between TESSCO
TECHNOLOGIES INCORPORATED, a Delaware corporation (the
“Corporation”), and ROBERT B. BARNHILL, JR. (the
“Executive”).
WHEREAS, the Executive has
performed, and is expected to continue to perform, valuable
services for the Corporation; and
WHEREAS, the Corporation presently
maintains the TESSCO Technologies Incorporated Retirement Savings
Plan (the “Plan”), a tax-qualified defined contribution
plan; and
WHEREAS, in consideration of the
Executive’s past services and as an inducement to the
Executive to delay his retirement and to continue in the service of
the Corporation, the Corporation desires to supplement the benefits
payable to the Executive under the Plan, such supplemental
retirement benefits to be paid to the Executive in addition to, and
not in lieu of, the Executive’s benefits under the Plan or
any other retirement program which may be implemented by the
Corporation; and
WHEREAS, the parties desire to set
forth the terms of the supplemental retirement benefits to be paid
to, or on behalf of, the Executive.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants and undertakings
hereinafter set forth, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Corporation and the Executive hereby agree, effective as of the
Effective Date, as follows:
ARTICLE ONE -
DEFINITIONS
For purposes of this SERP, the
following terms shall have the following means whenever used in
this SERP:
1.0l
“ Cause ” shall
mean “Cause” as defined in the Employment Agreement
between the Executive and the Corporation.
1..02
“ Committee ”
shall mean the Compensation Committee of the Board of Directors of
the Corporation.
1.03
“ Effective Date
” shall mean March 31, 1994.
1.04
“ Normal Retirement
Date ” shall mean the first day of the month following
the Executive’s 62nd birthday.
1.05
“ Service ” shall
mean active employment for the Corporation in a capacity other than
as a director or independent contractor.
1.06
“ Trust ” shall
mean the trust which may be established by the Corporation pursuant
to a trust agreement with the Trustee, as more fully described in
Article Four hereof.
1.07
“ Trustee ” shall
mean any bank, trust company, insurance company, financial
institution or other corporate trustee, including the Corporation,
selected by Corporation to act as trustee of the Trust.
ARTICLE TWO - CONSTRUCTION OF
AGREEMENT
Any payment under this SERP shall be
independent of, and in addition to, the payments under any other
plan, program or agreement which may be in effect between the
parties hereto, or any other compensation payable to the Executive
or his surviving spouse by the Corporation. This SERP shall
not be construed as a contract of employment and this SERP shall
not have the effect of limiting or expanding the rights and
obligations of the parties hereto under the Employment Agreement
between the parties dated March 31, 1994.
ARTICLE THREE -
BENEFITS
3.01
Normal Retirement
Benefit . If the
Executive shall continue in service until his Normal Retirement
Date, he shall be entitled to receive a benefit equal to $75,000
per annum payable, at the election of the
Executive, in one of the forms described in Section 3.02
hereof. Payment shall commence on the first day of the month
following the later of: (i) the Executive’s termination of
Service for any reason other than death or Cause, or (ii) the
Executive’s 62nd birthday.
If the Executive terminates Service
with the Corporation prior to his Normal Retirement Date for any
reason other than death or Cause, he shall be entitled to receive a
benefit equal to $75,000 per annum payable, at
the election of the Executive, in one of the forms described in
Section 3.02 hereof. Payment shall commence on the
Executive’s Normal Retirement Date.
3.02
Form of Benefit
Payment . The
Executive shall elect payment of the benefits provided hereunder in
one of the following forms:
(a)
Single Life Annuity
: The single life annuity
shall provide, at the election of the Executive, monthly, quarterly
or annual payments equivalent to the Executive’s benefit
determined under Section 3.01 hereof for the Executive’s
life. No benefits shall be payable under this
Section 3.02(a) after the death of the
Executive.
(b)
Joint and 50% Survivor
Annuity : If the
Executive is lawfully married at the time payment of the benefits
hereunder commences, the Executive may elect to receive payment of
benefits in the form of a joint and 50% survivor annuity. The
joint and 50% survivor annuity shall provide, at the election of
the Executive, monthly, quarterly or annual payments to the
Executive during his life with the provision that after his death,
50% of the periodic benefit will continue during the life of, and
will be paid to, the person who was the Executive’s spouse on
the date payments hereunder began.
2
The Executive’s benefit under
this Section 3.02(b) will not be actuarially adjusted to
reflect the value of the survivor coverage if the Executive’s
spouse is no more than five years younger than the Executive.
If the Executive’s spouse is more than five years younger
than the Executive, the Executive’s benefit will be
actuarially adjusted for such survivor coverage based on the
projected incremental value of such coverage over the value of the
survivor coverage under a joint and 50% survivor benefit if the
Executive’s spouse were exactly five years younger than the
Executive. The actuarial adjustment shall be based on the
1983 Group Annuity Mortality Table and an interest rate of
7.5%.
(c)
Joint and 100% Survivor
Annuity : If the
Executive is lawfully married at the time payment of benefits
hereunder commences, the Executive may elect to receive payment of
benefits in the form of a joint and 100% survivor annuity.
The joint and 100% survivor annuity shall provide, at the election
of the Executive, monthly, quarterly or annual payments to the
Executive during his life with the provision that after his death,
100% of the periodic benefit will continue during the life of, and
will be paid to, the person who was the Executive’s spouse on
the date payments hereunder began.
The Executive’s benefit will
be actuarially adjusted for the survivor coverage b
