Trans-Lux Corporation Supplemental Executive Retirement Plan
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Effective January 1, 2009
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TABLE OF CONTENTS
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Page
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ARTICLE I GENERAL PROVISIONS
.............................................1
1.01
Synopsis
.......................................................1
ARTICLE II DEFINITIONS
...................................................2
ARTICLE III ELIGIBILITY
..................................................4
3.01
Eligibility and Participation
..................................4
ARTICLE IV BENEFITS
......................................................5
4.01
Benefits
.......................................................5
4.02
Form of Benefits
...............................................5
4.03
Death Benefits
.................................................5
ARTICLE V ADMINISTRATION
.................................................7
5.01
Source of Benefits
.............................................7
5.02
Alienation of Benefits
.........................................7
5.03
Withholding
....................................................7
5.04
Payments to Legal Incompetents
.................................7
5.05
Correction of Mistakes
.........................................7
5.06
Claims and Review
..............................................7
5.07
Company Actions
................................................8
5.08
Administrator
..................................................8
ARTICLE VI MISCELLANEOUS
.................................................9
6.01
Intent
.........................................................9
6.02
Governing Law
..................................................9
6.03
Amendment or Termination
.......................................9
6.04
No Contract of Employment
......................................9
6.05
Payment of Plan Expenses
.......................................9
6.06
Communications with Participants About the Plan
................9
6.07
Severability
..................................................10
6.08
Execution of the Plan Document
................................10
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ARTICLE I
GENERAL PROVISIONS
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1.01
Synopsis. This
Agreement sets forth the Supplemental Executive
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Retirement Plan (the "SERP") established and maintained by
Trans-Lux Corporation
(the "Company") generally to provide benefits for participants in
the Retirement
Pension Plan for Employees of Trans-Lux Corporation and Certain of
its
Subsidiaries and/or Affiliates (the "Plan") equal to the benefit
that cannot be
paid under the Retirement Plan because of the limits in Sections
401(a)(17) and
415 of the Code and other restrictions. The Plan is unfunded and benefits
shall
be paid from the general funds of the Company. The Plan is primarily for the
purpose of providing deferred compensation for a select group of
management or
highly compensated employees. Benefits are not intended to be
taxable to a
Participant until the benefits are actually received. The Plan is intended to
comply with Code Section 409A and implementing regulations.
The Administrator
shall interpret and implement this Plan in a manner consistent with
its purpose
and intent.
To the extent a Participant has an employment agreement with the
Company
providing for ASRB payments, this Agreement does not increase the
amount of any
such payments, provided, however, the form of payment permitted by
Section 4.02
may be greater than that permitted under the Retirement Plan
because of
financial restrictions then applicable to the Retirement Plan.
In the event of
any other conflict between this Agreement and such employment
agreement, this
Agreement shall govern.
1
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ARTICLE II
DEFINITIONS
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Terms not defined herein shall have the meaning set forth in the
Retirement
Plan.
2.01
Administrator - means Trans-Lux Corporation.
2.02
ASRB - means the Additional Supplemental Retirement Benefits
provided
by this SERP, as further described in Section 4.01.
2.03
Beneficiary - means any person (including a Contingent
Annuitant),
designated by the Participant to receive any death benefits which
may be payable
under the SERP in the event of the Participant's death.
Such Beneficiary
designation is subject to spousal consent requirements of Section
5.1 of the
Plan.
2.04
Change of Control - an event defined as a Change in Control in
the
Trans-Lux Corporation Definitive Proxy Statement pursuant to
Section 14(a) of
the Securities Exchange Act of 1934.
2.05
Code - refers to the Internal Revenue Service Code.
2.06
Company - refers to Trans-Lux Corporation, a Delaware
corporation.
2.07
Corporate Group - means the Company and any entity aggregated with
and
treated as a single employer with the Company pursuant to Code
Sections 414(b)
or (c), substituting "at least 50 percent" for "at least 80
percent" in Code
Section 1563(a)(1), (2) and (3) and in applying Treas. Reg. Section
1.414(c)-2.
2.08
Disability - a medically determinable physical or mental
impairment
which constitutes disability under the Company's separate long term
disability
plan.
2.09
Disability Retirement - a Termination of Employment as a result
of
Disability having attained age 45 and completed at least 15 years
of Vesting
Service Participant.
2.10
Effective Date - January 1, 2009.
2.11
ERISA - refers to the Executive Retirement Income Security Act
of
1974.
2.12
Participant - refers to an employee of the Company or other member
of
the Corporate Group who satisfies the eligibility criteria set
forth in Section
3.01.
2.13
Plan or Retirement Plan - refers to Retirement Pension Plan for
Employees of Trans-Lux Corporation and Certain of its Subsidiaries
and/or
Affiliates, as amended and restated effective December 31, 2002,
and any
subsequent restatements thereof; provided that any
2
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references herein to particular sections of the Plan shall be
deemed to refer to
the successors of such sections contained in the restated Plan.
2.14
Termination of Employment - a complete severance of the
Participant's
employment relationship with the Company and all members of the
Corporate Group
for any reason other than his death. A transfer from employment with
the
Company to employment with a subsidiary or affiliate of the Company
shall not
constitute a Termination of Employment.
3
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ARTICLE III
ELIGIBILITY
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3.01
Eligibility and Participation. Eligibility in the Plan is limited
to
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participants in the Retirement Plan whose benefit under the
Retirement Plan is
limited by Code Sections 401(a)(17) or 415 or other limitations,
and who is
appointed or designated by the Board of Directors of the Company as
a
Participant; specifically, as of the Effective Date, Michael R.
Mulcahy.
4
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ARTICLE IV
BENEFITS
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4.01
Benefits. The Company
will pay to the Participant on the first day of
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the seventh month following the earlier of the Participant's Normal
Retirement
Date, Earlier Retirement Date, Disability Retirement or Deferred
Retirement
Date, an amount (the "Excess Benefit") equal to an annuity for the
life of the
Participant of (a) minus (b) below:
a.
The Accrued Benefit
determined under Plan Section 4.1 (for payments
commencing on or after the Participant's Normal Retirement Date or
Deferred
Retirement Date), Plan Section 4.2 (for payments commencing at the
Participant's
Earlier Retirement Date) or Plan Section 10.2 (for payment on
account of the
Participant's Disability Retirement) but without regard to (i) the
limitations
on the maximum annual benefits imposed by Code Section 415, (ii)
the limitations
on the amount of annual compensation which may be taken into
account under Code
Section 401(a)(17), (iii) any further limitations in benefits under
the Plan
resulting from statutory changes or from modifications in the Plan
required by
statutory changes after December 31, 2001, or (iv) the
discontinuation of the
Plan or the accrual of benefits thereunder following a Change of
Control.
b.
The Accrued Benefit
payable under the Retirement Plan.
4.02
Form of Benefits. The
Excess Benefit shall be paid in the form of a
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lump sum payment that is actuarially equivalent to the Excess B
