Exhibit 10.1
THE VALSPAR
CORPORATION
KEY
EMPLOYEES’ SUPPLEMENTARY RETIREMENT PLAN
(As Restated
Effective October 15, 2008)
1.
General . The Plan enabled the Corporation to retain the
services of designated key employees by providing for them and
their families a supplemental source of income upon disability,
retirement or death. It is the purpose of this restatement to bring
the Plan into compliance with the requirements of Code §409A
and regulations promulgated thereunder from and after October 15,
2008, (the “Restatement Date”) and to provide for the
transitional relief under the proposed regulations under Code
§409A and prior Internal Revenue Service notices
(“Applicable Guidance”) for the period between the
Restatement Date and December 31, 2008. This Plan, as restated,
shall be administered and operated so as to comply with Code
§409A and Applicable Guidance, even if contrary to the terms
of this document, which shall be interpreted and/or modified in a
manner consistent with the requirement of Code §409A, to the
greatest extent permitted by law.
2.
Distribution Election . The payment of each
participant’s Supplementary Retirement Account in effect on
the Restatement Date in a form consistent with the provisions set
forth in (a) through (d) below shall continue in effect, subject to
the right of the participant to change the time and form of payment
prior to December 31, 2008. Any such election shall comply with the
requirements of Section XI.C of the Preamble to the Proposed
Regulations under Code §409A, as modified by Notice 2007-86,
shall be irrevocable as of December 31, 2008 and apply to any
amount payable after December 31, 2008. The forms of payment
available under the Plan shall be as follows:
(a) single
lump sum between January 2009 and October 2018;
(b) annual
or quarterly installments over either 5 or 10 years beginning
January 2009, in an annual amount equal to the balance of the
Supplementary Retirement Account as of the prior fiscal year-end
multiplied by the fraction of 1 divided by the number of years
remaining in the installment period;
(c) annual
installments over the participant’s life expectancy computed
by the Single Life Table in IRC Reg. §1.401(a)(9)-9 as set
forth on Appendix A or using the Uniform Life Table in IRC Reg.
§1.401(a)(9)-9 if election was made previously using that
table, in an annual amount equal to the balance of the
Supplementary Retirement Account as of the Corporation’s
prior fiscal year-end multiplied by the fraction of 1 divided by
the number of years remaining in the participant’s life
expectancy; or
(d) annual
installments over the joint life expectancies of the Participant
and the Participant’s spouse computed by the Single Life
Table in IRC Reg. §1.401(a)(9)-9 set forth on Appendix A or
using the Uniform Life Table in IRC Reg. §1.401(a)(9)-9 if
election was made previously using that table, in an annual amount
equal to the balance of the Supplementary Retirement Account as of
the Corporation’s prior fiscal year-end multiplied by the
fraction of 1 divided by the number of years remaining in the
participant’s life expecta
