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SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN OF MACY?S, INC

Addendum or Modifications

SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN 

OF 

MACY?S, INC | Document Parties: MACY'S, INC. You are currently viewing:
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MACY'S, INC.

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Title: SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN OF MACY?S, INC
Date: 4/1/2009
Industry: Retail (Department and Discount)     Sector: Services

SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN 

OF 

MACY?S, INC, Parties: macy's  inc.
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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

 

 

(a)

in the form of an Annuity which commences either:

(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.

 

 

(b)

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

 

 

(c)

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.

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

 

 

(a)

in the form of an Annuity which commences either:

(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.

 

 

(b)

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)

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.

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.

 

 

(a)

the election must be made at least 12 months prior to the date on which the Participant ceases to be an employee: and

 

 

(b)

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.

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

 

 

(a)

the form of an Annuity which commences either:

(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.

 

 

(b)

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.

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

 

8


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,

 

9


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


 
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