Exhibit
10.29
SUPPLEMENTARY EXECUTIVE
RETIREMENT PLAN
OF
MACY’S, INC.
SECTION 1
NAME AND PURPOSE OF
PLAN
1.1 Name of Plan
. The name of this Plan
shall be the Supplementary Executive Retirement Plan of
Macy’s, Inc.
1.2 Purpose of
Plan . The purpose of
the Plan is to provide certain executives of the Employer with
additional amounts of retirement pay.
1.3 Effective Date of Plan
Document . This
document constitutes and sets forth the terms of the Plan as of the
Effective Date, including all amendments thereto through
December 31, 2008.
SECTION 2
DEFINITIONS
As used in the Plan, the following
terms shall have the meanings indicated below unless it is clear
from the context that another meaning is intended:
2.1 Annuity
- means a form of benefit, without
any life insurance, which provides for equal payments in monthly
installments (or, to the extent provided under Section 6.3
below, quarterly installments) over more than a one-year
period.
2.2 Basic Pension
Plan - means the plan
which is known as the Macy’s, Inc. Cash Account Pension Plan,
as such plan exists as of the Effective Amendment Date or as it may
thereafter be amended. The Basic Pension Plan, as herein defined,
is a defined benefit plan (as such term is defined in
Section 414(j) of the Code and Section 3(35) of ERISA),
is intended to be qualified as a tax-favored plan under
Section 401(a) of the Code, and is sponsored by
Macy’s.
2.3 Board of
Directors - means the
Board of Directors of Macy’s, Inc.
2.4 Code
- means the Internal Revenue Code of
1986, as such code exists as of the Effective Amendment Date or as
it may thereafter be amended.
2.5 Committee
- means all of the committees
appointed under Section 8.1 below to administer the
Plan.
2.6 Effective
Date - refers to the
effective date of this Plan and means January 1,
2005.
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2.7 Eligibility Determination
Date – means
January 1, April 1, July 1 and
October 1 of each calendar year.
2.8 Employee
- means, at any point in time, any
individual who is a common law employee of the Employer and who is
classified as an employee by the Employer for payroll payment and
withholding purposes at such time.
2.9 Employer
– means each corporation which
is a member of a controlled group of corporations (within the
meaning of Section 414(b) of the Code) which includes
Macy’s and each other corporation, partnership, or other
organization which is part of a group of trades or businesses under
common control (within the meaning of Section 414(c) of the
Code) with Macy’s. Except where the context otherwise is
clear, any reference to the Employer in this Plan shall be deemed
to be referring collectively to all of the corporations,
partnerships, and other organizations which comprise the
Employer.
2.10 Entry Date
– means the first day of any
calendar year.
2.11 ERISA
- means the Employee Retirement
Income Security Act of 1974, as such act exists as of the Effective
Amendment Date or as it may thereafter be amended.
2.12 Executive
– means any Employee of the
Company, or of any division, subsidiary or affiliate of the
Company, whose annualized rate of base compensation as of an
Eligibility Determination Date is at least equal to the dollar
limit in effect under Internal Revenue Code section 401(a)(17) for
the calendar year in which such Eligibility Determination Date
occurs.
2.13 Executive Deferred
Compensation Plan -
means the plan which is known as the Executive Deferred
Compensation Plan of Macy’s, Inc., as such plan exists as of
the Effective Amendment Date or as it may thereafter be amended.
The Executive Deferred Compensation Plan, as herein defined, allows
certain executives of the Employer to defer a portion of their
compensation and is sponsored by Macy’s.
2.14
Macy’s -
means Macy’s, Inc. (successor to Federated Department Stores,
Inc.), or any corporate successor thereto. Macy’s, as herein
defined, is the sponsor of the Plan.
2.15
Participant -
means, at any point in time, any person who at such time either is
accruing benefits under the Plan or still has accrued benefits
under the Plan. The provisions of Section 3 below determine
when a person is a Participant on or after the Effective Amendment
Date.
2.16 Plan
- means the plan contained in this
document, which is named the Supplementary Executive Retirement
Plan of Macy’s, Inc.
2.17 Pre-2005 Accrued
Benefit – means
a Participant’s benefit, calculated pursuant to the
provisions of Section 4.2, determined as of December 31,
2004.
2.18 Post-2004 Accrued
Benefit – means
a Participant’s benefit, calculated pursuant to the
provisions of Section 4.2, less the Participant’s
Pre-2005 Accrued Benefit.
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2.19 Specified
Employee –
means a ‘specified employee’ as determined under
procedures adopted by the Company in compliance with
Section 409A of the Code.
SECTION 3
ELIGIBILITY AND
PARTICIPATION
3.1 Eligibility
.
3.1.1 Only Executives are eligible to become
Participants in the Plan and thereby accrue benefits under the
Plan.
3.1.2 In order for an Employee to be considered an
Executive under the Plan, he or she must meet the criteria
established in accordance with the following provisions of this
Section 3.1.2 (such criteria being called in the following
provisions of this Section 3.1.2 as the “eligibility
criteria”):
(a) Notwithstanding any other provision of the Plan,
each Executive who meets the eligibility criteria applicable to him
or her under the Plan must be part of a select group of management
or other highly compensated employees (within the meaning of
Sections 201, 301, and 401 of ERISA) of the Employer.
(b) Also, except as may otherwise be provided in
Section 10.3.1 below but notwithstanding any other provision
of the Plan, any Employee who is classified during any period as an
employee (for payment and withholding purposes) of any corporation,
partnership, or other organization (for purposes of this paragraph
(d), an “acquired company”) that first became or
becomes a member of a controlled group of corporations (within the
meaning of Section 414(b) of the Code) which includes
Macy’s or a part of a group of trades or businesses under
common control (within the meaning of Section 414(c) of the
Code) with Macy’s after the Effective Date as a result of the
acquisition by Macy’s and/or another member of the Employer
of the stock or interests of the acquired company or substantially
all of the assets of a trade or business of another organization
shall not, during such period, be eligible to be considered an
Executive under this Plan even if otherwise meeting the eligibility
criteria established under the foregoing provisions of this
Section 3.1.2, unless either (1) the agreements by which
such stock, interests, or assets were acquired by Macy’s
and/or another member of the Employer expressly provide that the
employees of the acquired company will be eligible to participate
in this Plan, (2) the Plan is amended by Macy’s to
permit the employees of the acquired company to participate in this
Plan, or (3) the Board of Directors adopts resolutions that
provide for the employees of the acquired company to participate in
this Plan.
(c) Consistent with the provisions of paragraph
(b) above, and notwithstanding any of the foregoing provisions
of this Section 3.1.2, any person who is a participant in, or
eligible for participation in, the May Department Stores Company
Retirement Plan (a component plan of the Basic Plan) shall not
qualify as an Executive for purposes of this Plan (until, unless,
and to the extent the provisions of this paragraph (c) are
changed or deleted by a further amendment to the Plan).
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3.2 Entry as
Participants .
Executives shall become Participants in the Plan on or after the
Effective Amendment Date only in accordance with the following
provisions:
3.2.1 Each person who, as of December 31, 2004,
was a Participant in the Plan shall continue as a Participant in
the Plan as of the Effective Amendment Date.
3.2.2 Each other Employee shall become a Participant
in the Plan on the Entry Date coincident with or next following the
Eligibility Determination Date on which the Employee becomes an
Executive.
3.3 Duration of
Participation .
3.3.1 Each Participant in the Plan shall continue to
be a Participant until he or she ceases to be an Employee and the
entire amount of his or her benefit, if any, under the Plan has
been paid by the Employer.
3.3.2 Any Participant in the Plan whose annualized
rate of base compensation falls below the level at which the
Participant became an Executive shall stop accruing benefits under
the plan until he or she again becomes an Executive and satisfies
the provisions of Section 3.1 above (determined as if he or
she had not previously been an Executive).
3.4 Reinstatement of
Participation . Any
person who ceases to be a Participant, but who is thereafter
reemployed as an Employee shall be reinstated as a Participant only
when, and if, he or she becomes an Executive and satisfies the
provisions of Section 3.1 above (determined as if he or she
had not previously been a Participant in the Plan).
SECTION 4
SUPPLEMENTAL RETIREMENT
BENEFITS
4.1 Supplemental Retirement
Benefit . Subject to
the other provisions of the Plan, a Participant in the Plan shall
be entitled to a retirement benefit under the Plan, called in the
other provisions of the Plan as the “supplemental retirement
benefit,” if, and only if, he or she ceases to be an Employee
and is eligible to receive a retirement benefit under the Basic
Pension Plan and has completed five years of vesting services as
defined in Section 4.7.5.
4.2 Benefit Formula for
Supplemental Retirement Benefit . Subject to the other provisions of the Plan,
if a Participant is entitled to a supplemental retirement benefit
under the Plan, the monthly amount of such benefit, if it is
payable in the form of a single life annuity which commences as of
the later of the Participant’s normal retirement date or the
first day of the first month which begins on or after he or she
ceases to be an Employee, shall be equal to the result produced by
first multiplying the amount determined under Section 4.2.1
below by the amount determined under Section 4.2.2 below and
second subtracting from such product the amount determined under
Section 4.2.3 below ((4.2.1 x 4.2.2) - 4.2.3), where the
amounts determined under Sections 4.2.1, 4.2.2, and 4.2.3 are as
follows:
4.2.1 The amount determined under this
Section 4.2.1 is equal to the difference between (1) 1.5%
of the Participant’s highest average monthly compensation for
any five calendar years (regardless of whether they are
consecutive) falling within the latest ten calendar
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years which end prior to the date
the Participant ceases to be an Executive (or, if the Executive has
fewer than five calendar years, all calendar years in which the
Participant earned at least one thousand hours of service) and
(2) 2.5% of the Participant’s estimated monthly social
security benefit.
4.2.2 The amount determined under this
Section 4.2.2 is equal to the number, up to but not in excess
of 30, of the Participant’s years of vesting service as of
the date he or she ceases to be an Executive (disregarding any
fractional part of a year of vesting service).
4.2.3 The amount determined under this
Section 4.2.3 is equal to the monthly amount of a benefit
which, if paid to the Participant in the form of a single life
annuity which commences as of the later of the Participant’s
normal retirement date or the first day of the first month which
begins on or after he or she ceases to be an Employee, would be
actuarially equivalent to the aggregate of all of the following
benefits or amounts (to the extent the following amounts are
applicable to the Participant):
(a) The benefits which the Participant accrues to
the date he or she ceases to be an Employee under the Basic Pension
Plan;
(b) The account balance of the Participant under the
Retirement Income (the “RI”) portion of the prior
Federated Department Stores, Inc. Retirement Income and Thrift
Incentive Plan (the “Prior Federated RITI Plan”)
determined as of December 31, 1995;
(c) The account balance of the Participant under the
Profit Sharing Retirement Plan (the “PSRP”) portion of
Part B of the prior Allied Stores Corporation Retirement Benefit
and Profit Sharing Investment Program determined as of
December 31, 1979;
(d) The account balance of the Participant under the
R.H. Macy & Co., Inc. Profit Sharing Plan determined as of
December 31, 1996; and
(e) The benefits which the Participant accrues to
the date he or she ceases to be an Employee under each defined
benefit plan (as such term is defined in Section 3(35) of
ERISA) which is sponsored by Macy’s or another corporation,
partnership, or other organization that is part of the Employer,
regardless of whether or not such plan is intended to be qualified
as a tax-favored plan under Section 401(a) of the
Code.
Notwithstanding the foregoing, if
the Participant had been a participant on December 31, 1996 in
the Supplementary Executive Retirement Plan of Federated Department
Stores, Inc. as it was in effect on December 31, 1996 and also
had prior to January 1, 1984 an account balance under the RI
portion of the Prior Federated RITI Plan, then the monthly amount
of the Participant’s supplemental retirement benefit under
the Plan, if it is payable in the form of a single life annuity
which commences as of the later of the Participant’s normal
retirement date or the first day of the first month which begins on
or after he or she ceases to be an Employee, shall not be less than
the result that would be produced under the provisions of this
Section 4.2 that precede this sentence if (1) the amount
under Section 4.2.2 above were determined by disregarding the
years of vesting service which were credited to the Participant for
periods prior to January 1, 1984 and (2) the amount under
Section 4.2.3 above were determined by disregarding the
December 31, 1995 account balance of the Participant under the
RI portion of the Prior Federated RITI Plan.
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4.3 Normal Form and Amount of
Supplemental Retirement Benefit . If a Participant becomes entitled to a
supplemental retirement benefit under this Section 4, then,
subject to the provisions of Sections 4.4 and 4.5 below, such
supplemental retirement benefit shall be paid as
follows:
4.3.1 The Participant’s Pre-2005 Accrued Benefit
shall be paid in the form of a single life annuity which commences
as of the later of the Participant’s normal retirement date
or the first day of the first month which begins on or after the
date he or she ceases to be an Employee. The monthly amount of the
Participant’s supplemental retirement benefit when paid in
the form of benefit described in this Section 4.3.1 shall be
equal to the amount determined under the provisions of
Section 4.2 above.
4.3.2 If the Participant has not attained age 55 as of
his or her date of termination, his or her Post-2004 Accrued
Benefit shall be paid in a single lump sum cash payment.
4.3.3 If the Participant has attained age 55 on or
before his or her date of termination, his or her Post-2004 Accrued
Benefit shall be paid in the form of a single life annuity which
commences as of the first day of the first month which begins on or
after the date he or she ceases to be an Employee. The monthly
amount of the Participant’s supplemental retirement benefit
when paid under this Section 4.3.3 shall be equal to that
amount which makes such supplemental retirement benefit actuarially
equivalent to the Participant’s supplemental retirement
benefit if it were to be paid in the form of a single life annuity
commencing on the Participant’s normal retirement
date.
4.4 Optional Forms and Amounts
of Supplemental Retirement Benefit . If a Participant becomes entitled to a
supplemental retirement benefit under this Section 4, then,
notwithstanding the provisions of Section 4.3 above but
subject to the provisions of Section 4.5 below, such
supplemental retirement benefit may be paid in any optional form of
payment that is described in the following provisions of this
Section 4.4, provided that the conditions applicable to such
optional form of payment that are set forth in the following
provisions of this Section 4.4 are met. If a
Participant’s supplemental retirement benefit is to be paid
in any such optional form of payment pursuant to any of the
following provisions of this Section 4.4, then such form of
payment shall be made in lieu of the form of payment described in
Section 4.3 above and in lieu of any other optional form of
payment permitted under this Section 4.4.
4.4.1 If the Participant has a pre-2005 Accrued
Benefit, the Participant may elect, at any time at least 12 months
prior to the date on which the participant ceases to be an
Employee, to have his or her Pre-2005 Accrued Benefit
paid
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(a)
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in the form of
an Annuity which commences either:
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(i) as of the first day of first
month which begins on or after the date he or she ceases to be an
Employee,
(ii) as of the first day of the
month which begins on or after the date he or she attains age 55,
provided the Participant is no longer an Employee on said date,
or
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(iii) as of the first day of the
month that begins on or after a date designated by the Participant,
provided the Participant is no longer an Employee on said
date.
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(b)
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in the form of
a lump sum cash payment which is paid as of the first day of the
first month which begins on or after the date on which the
Committee can determine the Participant’s eligibility and
calculate the benefit, or
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(c)
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in the form of
a lump sum cash payment that is paid as of the first day of the
first month that begins on or after the first anniversary of the
date he or she ceases to be an Employee.
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If no election is made, benefits
shall commence as of the first day of the first month which begins
on or after the date the Participant attains Normal Retirement Age,
provided the Participant is no longer an Employee on said date, in
the form of an Annuity.
If the benefit is to be paid in the
form of an Annuity, then the Participant may in his or her sole
discretion elect, at any time prior to the commencement of his or
her supplemental retirement benefit, that the payment of his or her
benefit will be made in the form of an Annuity which is permitted
as a payment option for the Participant’s benefit under the
Basic Pension Plan.
Notwithstanding the preceding
provisions of this Section 4.4.2, no election under this
Section 4.4.2 made on or after January 1, 2009 shall be
effective unless said election has been in place for at least 12
months prior to the date on which the participant ceases to be an
Employee.
4.4.2 If the Participant has a post-2004 Accrued
Benefit, the Participant shall make an election, no later than
December 31, 2008 (or, for an Employee who first becomes a
Participant on or after January 1, 2009, prior to the date he
or she becomes a Participant), to have his Post-2004 Accrued
Benefit paid
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(a)
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in the form of
an Annuity which commences either:
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(i) as of the first day of first
month which begins on or after the date he or she ceases to be an
Employee,
(ii) as of the first day of the
month which begins on or after the date he or she attains age 55,
provided the Participant is no longer an Employee on said date,
or
(iii) as of the first day of the
month that begins on or after a date designated by the Participant,
provided the Participant is no longer an Employee on said
date.
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(b)
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in the form of
a lump sum cash payment which is paid as of the first day of the
first month which begins on or after the date on which the
Committee can determine the Participant’s eligibility and
calculate the benefit, or
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(c)
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in the form of
a lump sum cash payment that is paid as of the first day of the
first month that begins on or after the first anniversary of the
date he or she ceases to be an Employee.
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If the benefit is to be paid in the
form of an Annuity, then the Participant may in his or her sole
discretion elect, at any time prior to the commencement of his or
her supplemental retirement benefit, that the payment of his or her
benefit will be made in the form of an Annuity which is permitted
as a payment option for the Participant’s benefit under the
Basic Pension Plan.
If the Participant requests, after
December 31, 2007 and prior to December 31, 2008, to have
his or her benefit paid in the form of a lump sum cash payment,
said election cannot act to accelerate into 2008 any amount that
otherwise would have been paid after December 31, 2008. Thus,
any payment that commences prior to January 1, 2008 will be
paid in the normal form under Section 4.3.3, above, with the
remainder to be paid in a lump sum cash payment on or after
January 1, 2009.
Notwithstanding the preceding
provisions of this Section 4.4.1, if a Participant desires to
make a change in his or her election after December 31,
2008.
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(a)
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the election
must be made at least 12 months prior to the date on which the
Participant ceases to be an employee: and
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(b)
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the first
payment under the new election must be deferred for a period of at
least five years from the date the payment would otherwise have
been made.
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4.4.3 If the Participant ceased to be an Employee
prior to the Effective Amendment Date, the Participant shall make
an election, no later than December 31, 2008, to have his or
her Pre-2005 Accrued Benefit paid
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(a)
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the form of an
Annuity which commences either:
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(i) as of the first day of the month
which begins on or after the date he or she attains age 65,
or
(ii) as of the first day of the
month which begins on or after a date designated by the
Participant.
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(b)
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in the form of
a lump sum cash payment which is paid as of the first day of the
first month which begins on or after the first anniversary of the
date on which he or she makes the election.
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If the benefit is to be paid in the
form of an Annuity, then the Participant may in his or her sole
discretion elect, an any time prior to the commencement of his or
her supplemental retirement benefit, that the payment of his or her
benefit will be made in the form of an Annuity which is permitted
as a payment option for the Participant’s benefit under the
Basic Pension Plan.
4.5 Automatic Lump Sum Form
for Small Benefit . Notwithstanding the provisions of Sections 4.3
and 4.4 above, if the supplemental retirement benefit payable
under
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the Plan to a Participant has a present value of
$15,000 or less as of the first day of the first month both which
begins on or after the date that the Participant ceases to be an
Employee and during which the Committee can administratively
determine and process the payment of the benefit, then such
supplemental retirement benefit shall be converted to and paid as a
lump sum cash payment as of such date (with the amount of such
payment equal to such present value amount) instead of such benefit
being paid in any other form of payment described in Sections 4.3
and 4.4 above.
4.6 Effect on Supplemental
Retirement Benefit of Reemployment After Commencement of Such
Benefit . If a
Participant who becomes entitled to the distribution of a
supplemental retirement benefit under the Plan is reemployed by the
Employer as an Executive, then the provisions of the Basic Pension
Plan which apply to the effect on a participant’s retirement
benefit of the reemployment of the participant by or with the
Employer shall apply in similar fashion to the Participant’s
supplemental retirement benefit under the Plan as if such
supplemental retirement benefit were payable under the Basic
Pension Plan.
4.7 Definitions for
Determination of Supplemental Retirement Benefit
. For purposes of the other
provisions of the Plan, the following terms, all of which relate to
the determination of any Participant’s supplemental
retirement benefit under the Plan, shall have the meanings
hereinafter set forth unless the context otherwise
requires:
4.7.1 A Participant’s “compensation”
for any period (for purposes of this Section 4.7.1, the
“subject period”) means, except as is otherwise noted
below, his or her Compensation for the subject period under, and as
such term is defined in, the Basic Pension Plan. Notwithstanding
the foregoing, the following provisions shall also apply in
determining the Participant’s Compensation for the subject
period:
(a) Any amount which is paid to the Participant
before he becomes a Participant in this Plan and which would be
considered part of the Participant’s Compensation for the
subject period under the Basic Pension Plan but for the fact such
amount (i) is paid by a corporation, partnership, or other
organization that is part of the Employer as defined in the Plan
but which does not participate in the Basic Pension Plan at the
time of such payment, or (ii) is paid for a partial plan year
which is not counted under the Basic Pension Plan, shall, in the
event and upon the Participant becoming a Participant in the Plan,
be considered as compensation of the Participant for the subject
period under the Plan.
(b) In addition, any amount which would be part of
the Participant’s Compensation for the subject period under
the Basic Pension Plan but for the fact such amount is deferred
(for purposes of receipt by the Participant) to a later period by
reason of an election of the Participant under the Executive
Deferred Compensation Plan shall still be considered as part of the
Participant’s compensation for the subject period under the
Plan.
(c) In addition, the maximum amount of any annual
cash bonus under the terms of the 1992 Incentive Bonus Plan which
is included as compensation shall be one hundred percent
(100%) of the Participant’s base compensation (as such
base compensation is defined for purposes of calculating the
Participant’s annual cash bonus) for the applicable calendar
year; provided, however, that for (i) any Participant whose
maximum annual incentive bonus percentage payable under the terms
of the 1992 Incentive Bonus Plan as of December 31,
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2001 was greater than one hundred
percent (100%), (ii) any Participant who is promoted into a
position whose maximum annual incentive bonus percentage payable
under the terms of the 1992 Incentive Bonus Plan as of
December 31, 2001 was greater than one hundred percent (100%),
or (iii) any Participant who is promoted into a position
equivalent (as determined by the Compensation Committee of the
Board of Directors of the Company) to a position whose maximum
annual incentive bonus percentage payable under the terms of the
1992 Incentive Bonus Plan as of December 31, 2001 was greater
than one hundred percent (100%), the maximum amount of such
Participant’s annual cash bonus that is included as
compensation for any applicable calendar years shall be the bonus
percentage referred to in (i), (ii), or (iii), above, applicable to
the Participant.
(d) Further, the limitations of
Section 401(a)(17) of the Code shall not apply to the
determination of the Participant’s compensation for purposes
of the Plan. In addition, and also notwithstanding the foregoing,
any remuneration that the Participant receives for services
performed after the latest date on which h