|
Exhibit 10.10
THE VALSPAR CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR
WILLIAM L. MANSFIELD
Restated effective December 31, 2008
The Valspar Corporation (Company) hereby restates, effective as
of December 31, 2008 (Restatement Date), an unfunded supplemental
executive retirement plan (Plan) to be known as The Valspar
Corporation Supplemental Executive Retirement Plan for William L.
Mansfield (Participant). The Effective Date was June 22, 2005.
The Plan is established and is intended as an unfunded plan to
be maintained for the purpose of providing retirement income to the
Participant, and as such it is intended that the Plan be exempt
from the relevant requirements of Title I of the Employee
Retirement Income Security Act of 1974, as amended, and regulations
promulgated thereunder (ERISA), including but not limited to Parts
2, 3, and 4 of Title I of ERISA. The Plan is not intended to
satisfy the qualification requirements of Section 401, et. seq. of
the Internal Revenue Code of 1986, and regulations promulgated
thereunder (Code), but is intended to satisfy the requirements of
Section 409A of the Code and the Plan shall be construed and
administered in a manner that is consistent with and gives effect
to such intention.
|
3.
|
Eligibility for SERP Benefit
|
3.1.
Eligibility and Vesting. The Participant shall be vested and
shall be entitled to receive the SERP Benefit as set forth in
Article 4 upon the occurrence of any of the following events:
|
|
a.
|
The Participant’s Separation from Service
other than an involuntary Separation from Service by the Company
for Cause (as defined in Section 3.2(a)).
|
|
|
b.
|
The Participant’s death while employed by
the Company with his Spouse surviving. For purposes of this Plan,
"Spouse" shall mean Patricia S. Mansfield.
|
|
|
c.
|
The Participant’s Disability while employed
by the Company. For purposes of this Plan, the Participant will
have a ‘Disability’ only if he is considered to be
‘disabled’ under Code Section 409A(a)(2)(C).
|
3.2.
Forfeiture of SERP Benefit. The Participant shall forfeit
and shall not be entitled to payment of the SERP Benefit as set
forth in Article 4 upon the occurrence of any of the following
events:
|
|
a.
|
The Participant’ involuntary Separation
from Service by the Company for Cause. For purposes of this Plan,
"Cause" shall have the meaning set forth in the Change in Control
Agreement between the Company and the Participant in effect on the
date hereof, and as amended thereafter (without regard to whether a
Change in Control of the Company has occurred).
|
|
|
b.
|
The Participant’s death while employed by
the Company without his Spouse surviving.
|
1
3.3
Separation from Service. Separation from Service means the
Participant’s termination of employment (as defined in this
paragraph), from the Company. A Participant incurs a termination of
employment that constitutes a Separation from Service if the
Participant and the Board of Directors of the Company (the "Board")
reasonably anticipate either than the Participant will not perform
any additional services after a certain date for the Company and
any other entity with which the Company is considered a single
employee under Code §414(b) or (c) (the "Company Group"),
or that the Participant’s level of bona fide services for the
Company Group will permanently decrease to no more than 20% of the
average level of bona fide services performed over the immediately
preceding 36-month period ("average prior service"). The
Participant does not incur a Separation from Service if on military
leave, sick leave, or other bona fide leave of absence if such
leave does not exceed a period of 6 months, or if longer, the
period for which a statute or contract provides the Participant
with the right to reemployment with the Company Group provided that
there is a reasonable expectation that the Participant will return
to perform further services. If a Participant’s leave exceeds
6 months but the Participant is not entitled to reemployment under
a statute or contract, the Participant incurs a Separation from
Service on the next day following the expiration of 6 months. Where
a leave of absence is due to a Disability, the 6 month leave period
described above shall be 12 months unless the leave is earlier
terminated. The service of the Participant as a director of the
Board or the board of any member of the Company Group will not be
considered in determining whether the Participant has incurred a
Separation from Service as an employee of the Company Group. The
Board will determine whether a Participant has incurred a
Separation from Service based on the facts and circumstances and in
accordance with Treas. Reg. §1.409A-1(h)(1)(ii).
|
4.
|
Determination of SERP Benefit
|
4.1.
Determination of SERP Benefit. If the Participant is
eligible to receive a benefit under Section 3.1, the Company shall
pay to the Participant a benefit (SERP Benefit) equal to: (i) the
Participant’s Target Pension, as defined in Section 4.2, less
(ii) the Participant’s Benefit Offset, as defined in Section
4.4. The Benefit Offset shall be first applied to reduce the Target
Pension attributable to the Base Average Monthly Compensation, and
the remainder, if any, to reduce the Target Pension attributable to
the Supplemental Average Monthly Compensation. The determination of
the Target Pension shall be made 90 days prior to the payment of
the SERP Benefit, and the determination of the Benefit Offset shall
be made on the date of the Participant’s Separation from
Service, death or Disability.
4.2
Target
Pension. The Participant’s Target Pension means the
Actuarial Equivalent of an monthly annuity for the life expectancy
of the Participant commencing on the date of Separation from
Service determined by multiplying (i) the sum of the
Participant’s Base Average Monthly Compensation and the
Supplemental Average Monthly Compensation by (ii) the applicable
percentage determined from the following table, based on the
Participant attained age on the date of the Participant’s
Separation from Service, death or Disability.
2
|
Age at
Separation from Service,
death or Disability
|
Percentage of Average
Monthly Compensation
|
|
|
|
|
60 or less
|
25%
|
|
61
|
28%
|
|
62
|
31%
|
|
63
|
34%
|
|
64
|
37%
|
|
65
|
40%
|
|
|
|
For purposes of this Plan:
|
|
a.
|
"Actuarial Equivalent" means the equivalence in
present value, using the mortality assumptions under Section 417(e)
of the Code and the average of the interest rates on ten-year
Treasury Notes at which such Notes were sold during the period
beginning 60 calendar days and ending 30 calendar days before the
occurrence of the event in Section 3.1 entitling the Participant to
the payment of the SERP Benefit.
|
|
|
b.
|
"Base Average Monthly Compensation" means that
portion of the Average Monthly Compensation attributable to the
annual compensation up to the limit under Code §401(a)(17)
in effect on the last day of each of the Company’s fiscal
years that is included in the calculation of Average Monthly
Compensation.
|
|
|
c.
|
"Supplemental Average Monthly Compensation" means
that portion of the Average Monthly Compensation in excess of the
annual limit under Code §401(a)(17) in effect on the last
day of each of the Company’s fiscal years that is included in
the calculation of Average Monthly Compensation. The Target Pension
attributable to the Supplemental Average Monthly Compensation is
intended, and shall be so interpreted, to constitute a separate
plan that provides "retirement income" within the meaning of
§114(b)(1)(I)(ii) of Public Law 104-95, the State Income
Taxation of Pension Income Act.
|
4.3
Average
Monthly Compensation. "Average Monthly Compensation" means,
except as modified in the next paragraph, 1/12 of the average of
the base salary and annual cash incentive bonus paid by the Company
to the Participant with respect to the five full or partial fiscal
years out of the ten full or partial fiscal years prior to the
event in Section 3.1 entitling the Participant to payment of the
SERP Benefit that produce the highest average. For purposes of the
foregoing, the bonus paid with respect to the Company’s
fiscal year shall be the bonus that is based on the Company’s
or the Participant’s performance for that fiscal year, even
though the actual payment of the bonus does not occur until after
the end of that fiscal year.
The determination of base salary and bonus shall include any
compensation deferred under Section 125 or 4
|
