TEMPLE-INLAND
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as amended and restated effective as of February 6,
2009)
This Temple-Inland
Supplemental Executive Retirement Plan is maintained by TIN Inc.
for the purpose of providing supplemental retirement benefits to
eligible employees.
2.1 “
Actuarially Equivalent ” means an amount of equal
actuarial value computed using the interest rate and mortality
assumptions set forth in Appendix I hereto.
2.2
Administrator ” means the person(s) or committee
appointed to administer the Retirement Plan.
2.3 “
Affiliate ” means any trade or business, whether or
not incorporated, that together with the Company is treated as a
single employer under Section 414(b) or 414(c) of the
Code.
2.4 “
Base Pension Benefit ” means the sum of the following:
(a) the total monthly retirement income benefit, if any,
payable to a Participant (or any alternate payee with respect to
the Participant) under the Defined Benefit Arrangements, calculated
assuming that the Participant commences receiving such retirement
income benefit as of the Participant’s Retirement Date in the
form of a monthly single life annuity payable over the
Participant’s lifetime; and (b) the monthly amount, if
any, of the monthly single life annuity set forth on
Schedule II hereto with respect to the Participant.
2.5 “
Beneficiary ” means (a) in the case of a
Participant upon whose death a survivor benefit is payable under
the Retirement Plan, the person to whom such survivor benefit is
payable, or (b) in the case of a Participant upon whose death
a survivor benefit is not payable under the Retirement Plan, such
person as may be designated as the Participant’s Beneficiary
in accordance with such rules and procedures as may be prescribed
by the Committee.
2.6 “
Board ” means the Board of Directors of the
Company.
2.7 “
Code ” means the Internal Revenue Code of 1986, as
amended.
2.8 “
Company ” means TIN Inc. and any successor
thereto.
2.9 “
Deferred Compensation ” means (a) bonus
compensation deferred under the Temple-Inland Inc. Nonqualified
Deferred Compensation Plan (or any successor thereto), and
(b) cash compensation deferred under any plan, program or
policy of the Company or any of its Affiliates requiring the
deferral of compensation that would not be deductible by the
Company or any of its Affiliates by reason of Section 162(m) of the
Code.
2.10 “
Defined Benefit Arrangements ” means the Retirement
Plan, the benefits provided under Articles 5 hereof and 6 hereof,
and such other plans, arrangements and benefits, if any, as may be
designated as “Defined Benefit Arrangements” in an
appendix hereto.
2.11 “
Early Retirement Benefit ” means with respect to a
Participant, a monthly annuity for the life of the Participant
which, when combined with the Participant’s Base Pension
Benefit, will equal 50 percent of the Participant’s
Final Average Monthly Compensation, reduced by five percent (of the
50 percent amount) for each year (including fractions thereof
based on whole calendar months) that the Participant’s
Termination of Employment precedes the date that the Participant
would attain age 60 (assuming the Participant survives until such
date). By way of example, if a Participant’s Termination of
Employment occurs upon the Participant’s attainment of age
58, the 50 percent amount would be reduced to
45 percent.
2.12 “
Early Retirement Date ” means the first day of the
month coinciding with or immediately following the date that a
Participant incurs a Termination of Employment on or after the
Participant’s Early Vesting Date but prior to the
Participant’s Normal Vesting Date.
2.13 “
Early Vesting Date ” means (a) the first date
that a Participant has attained at least age 55 and completed at
least fifteen years of Vesting Service, or (b) the date that a
Participant incurs a Transformation Termination.
2.14 “
Final Average Monthly Compensation ” means
“Final Average Monthly Compensation” as defined in the
Retirement Plan, without taking into account the limit set forth in
Section 401(a)(17) of the Code.
2.15 “
Normal Retirement Benefit ” means a monthly annuity
for the life of the Participant which, when combined with the
Participant’s Base Pension Benefit, will equal
50 percent of the Participant’s Final Average Monthly
Compensation.
2.16 “
Normal Retirement Date ” means the first day of the
month coinciding with or immediately following the date that a
Participant incurs a Termination of Employment on or after the
Participant’s Normal Vesting Date.
2.17 “
Normal Vesting Date ” means the first date that a
Participant has attained at least age 60 and completed at least
fifteen years of Vesting Service.
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2.18 “
Other Company Plan ” means any tax-qualified defined
benefit pension plan, other than the Retirement Plan, that
(a) is sponsored or maintained (or formerly sponsored or
maintained) by the Company or any of its Affiliates (or former
Affiliates) and (b) has been merged into the Retirement Plan
or as to which benefits accrued thereunder, or service credited
thereunder for benefit accrual purposes, is taken into account in
determining accrued benefits under a Retirement Plan (other than
for purposes of applying Section 415 of the Code).
2.19 “
Participant ” means each person who is identified as a
Participant for purposes of Articles 4, 5, 6 and/or 7
hereof.
2.20 “
Plan ” means the Temple-Inland Supplemental Executive
Retirement Plan, as set forth herein and amended from time to time.
Effective August 2, 2002, sponsorship of this Plan was
transferred from Temple-Inland Inc. to the Company.
2.21 “
Retirement Date ” means a Participant’s Early
Retirement Date or Normal Retirement Date, as
applicable.
2.22 “
Retirement Benefit ” means the total of a
Participant’s Executive SERP Retirement Benefit (if any),
Section 415 Retirement Benefit (if any),
Section 401(a)(17) Retirement Benefit (if any), and Individual
Retirement Benefit (if any).
2.23 “
Retirement Plan ” means the Temple-Inland Retirement
Plan (named the Temple-Inland Salaried Retirement Plan prior to
December 31, 2002), as amended from time-to-time, and any
successor thereto.
2.24 “
Section 401(a)(17) Amount ” means the amount
payable under Article 6 hereof, excluding the portion thereof
attributable to the taking into account, pursuant to clause (a)(ii)
of the first sentence of Section 6.2 hereof, of Deferred
Compensation in determining the amount payable under the
Article 6 hereof.
2.25 “
Spin-Off Date ” means the effective date of the spin
off by Temple-Inland Inc. of the stock of Guaranty Financial Group
Inc.
2.26 “
Supplemental Plan ” means the Temple-Inland
Supplemental Benefits Plan.
2.27 “
Termination of Employment ” means a
Participant’s “separation from service” (within
the meaning of Section 409A of the Code) with the Company and
its Affiliates.
2.28 “
Transformation Termination ” means a Termination of
Employment that occurs as a result of the Transformation Plan
announced by the Temple-Inland Inc. on February 26, 2007, as
determined by the Administrator.
2.29 “
Vesting Service ” means (a) in the case of a
Participant who is an active participant in the Retirement Plan
immediately prior to the Participant’s Termination of
Employment, the Participant’s “Vesting Service”
under such plan, and (b) in the case of
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any Participant
who is not an active participant in the Retirement Plan immediately
prior to the Participant’s Termination of Employment,
“Vesting Service” as defined in an appendix
hereto.
Amount of Retirement Benefit
Under Plan
A
Participant’s Retirement Benefit under this Plan shall be the
aggregate of the Participant’s Executive SERP Retirement
Benefit (if any) under Article 4, Section 415 Retirement
Benefit (if any) under Article 5, Section 401(a)(17)
Retirement Benefit (if any) under Article 6, and Individual
Retirement Benefit (if any) under Article 7.
Executive SERP Retirement
Benefit
4.1
Eligibility . Each person listed on Schedule I hereto
shall be a “Participant” for purposes of this
Article 4 and shall be eligible to receive an “Executive
SERP Retirement Benefit” in accordance with, and subject to
the terms of, this Article 4.
4.2 Normal
Retirement . If a Participant’s Termination of Employment
occurs on or after the Participant’s Normal Vesting Date, the
Participant shall be entitled to receive an Executive SERP
Retirement Benefit, in the form of a lump sum payment, that is
Actuarially Equivalent to the Participant’s Normal Retirement
Benefit, payable as provided in Article 8 hereof. No Normal
Retirement Benefit shall be payable hereunder if the
Participant’s Base Pension Benefit as of the
Participant’s Normal Retirement Date equals or exceeds
50 percent of the Participant’s Final Average Monthly
Compensation.
4.3 Early
Retirement . If a Participant’s Termination of Employment
occurs on or after the Participant’s Early Vesting Date but
before the Participant’s Normal Vesting Date, the Participant
shall be entitled to receive an Executive SERP Retirement Benefit,
in the form of a lump sum payment, that is Actuarially Equivalent
to the Participant’s Early Retirement Benefit, payable as
provided in Article 8 hereof. No Early Retirement Benefit
shall be payable hereunder if the Participant’s Base Pension
Benefit as of the Participant’s Early Retirement Date equals
or exceeds 50 percent of the Participant’s Final Average
Monthly Compensation, reduced by five percent for each year
(including fractions thereof based on whole calendar months) that
the Participant’s Termination of Employment precedes the date
that the Participant would attain age 60 (assuming the Participant
survives until such date).
4.4 Survivor
Benefit . In the event of a Participant’s death after the
Participant’s Early Vesting Date or Normal Vesting Date but
before the Participant’s Termination of Employment, the
Participant’s Beneficiary shall be entitled to receive a
survivor benefit (“Survivor Benefit”) pursuant to this
Article 4 equal to 50% of the lump sum amount that would be
payable to the Participant hereunder assuming that the
Participant’s Retirement Date occurred as of the day before
the Participant’s death. In
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the event of a
Participant’s death after Termination of Employment but
before actual payment to the Participant of the Participant’s
Executive SERP Retirement Benefit, the full amount of the lump sum
payment that would have been paid to the Participant shall be paid
to the Participant’s Beneficiary. Any Survivor Benefit
payable pursuant to this Article 4 shall be paid in accordance
with Article 8 hereof.
4.5 Vesting
. Unless a Participant’s Early Retirement Date or Normal
Retirement Date occurs on or prior to the Participant’s
Termination of Employment or death, no Executive SERP Retirement
Benefit (or any other benefit) shall be payable pursuant to this
Article 4 to the Participant or the Participant’s
Beneficiary.
Section 415 Retirement
Benefit
5.1
Eligibility . Each person who is a participant in the
Retirement Plan shall be a “Participant” for purposes
of this Article 5 and shall be eligible to receive a
“Section 415 Retirement Benefit” in accordance
with, and subject to the terms, of this Article 5.
5.2 A Participant
shall be entitled to receive upon Termination of Employment, a
Section 415 Retirement Benefit, in the form of a lump sum
payment, that is Actuarially Equivalent to the excess, if any, of
(a) the amount the Participant would have been entitled to
receive under the Retirement Plan from time to time, but determined
without regard to the limitations imposed on benefits provided
under the Retirement Plan by reason of Section 415 of the
Code, over (b) the amount such Participant was entitled to
receive under the Retirement Pla
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