Exhibit 10.18
WATTS WATER TECHNOLOGIES, INC.
SUPPLEMENTAL EMPLOYEES RETIREMENT PLAN
As
Amended and Restated
Effective May 4, 2004
TABLE OF CONTENTS
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| ARTICLE I—NAME, PURPOSE, AND EFFECTIVE
DATE |
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1.01 |
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Name and Purpose |
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1 |
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1.02 |
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Effective
Date |
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1 |
ARTICLE II—DEFINITIONS |
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2.01 |
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Code |
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2 |
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2.02 |
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Compensation |
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2 |
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2.03 |
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Employer |
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2 |
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2.04 |
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Final
Average Compensation |
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2 |
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2.05 |
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Participant |
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2 |
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2.06 |
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Plan
Administrator |
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2 |
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2.07 |
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Social
Security Benefit |
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2 |
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2.08 |
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Sponsoring Employer |
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3 |
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2.09 |
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Certain
Definitions Under Qualified Plan Apply |
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3 |
ARTICLE III—ELIGIBILITY |
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3.01 |
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Participation |
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4 |
ARTICLE IV—RETIREMENT
BENEFITS |
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4.01 |
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Amount of Normal or Deferred Retirement Benefit |
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5 |
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4.02 |
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Amount of
Early Retirement Benefit |
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5 |
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4.03 |
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Accrued
Normal Retirement Benefit |
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6 |
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4.04 |
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Special
Retirement Benefit |
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6 |
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4.05 |
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Adjustment of the Qualified Plan Offset for Certain
Participants |
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6 |
ARTICLE V—VESTING |
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5.01 |
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Vesting |
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7 |
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5.02 |
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Amount of
Vested Accrued Benefit |
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7 |
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5.03 |
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Forfeiture for Cause |
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7 |
ARTICLE VI—NORMAL FORM, FORM PAYABLE, AND
COMMENCEMENT OF RETIREMENT BENEFITS |
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6.01 |
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Normal Form of Payment |
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8 |
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6.02 |
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Form to
be Paid |
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8 |
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6.03 |
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Commencement of Payment |
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8 |
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6.04 |
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Suspension of Benefits |
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8 |
ARTICLE VII—DEATH BENEFITS |
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7.01 |
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Death Benefit Prior to Benefit Commencement |
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9 |
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7.02 |
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Amount
and Commencement of Death Benefit Payable to Surviving
Spouse |
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9 |
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7.03 |
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Death
Benefit After Benefit Commencement |
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9 |
ARTICLE VIII—FUNDING |
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8.01 |
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Funding |
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10 |
ARTICLE IX—MISCELLANEOUS |
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9.01 |
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Non-Guarantee of Employment |
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11 |
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9.02 |
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Rights
under Retirement Plan |
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11 |
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9.03 |
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Amendments/Termination |
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11 |
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9.04 |
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Nonassignability |
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11 |
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9.05 |
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Plan
Administration |
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11 |
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9.06 |
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Successor
Company |
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11 |
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9.07 |
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Governing
Law |
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12 |
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9.08 |
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Claims
Procedure |
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12 |
APPENDIX A—LIST OF
PARTICIPANTS |
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14 |
APPENDIX B—SPECIAL RETIREMENT
BENEFIT—Tier 1 |
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15 |
APPENDIX C—SPECIAL RETIREMENT
BENEFIT—Tier 1-A |
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17 |
APPENDIX D—SPECIAL RETIREMENT
BENEFIT—Tier 1-T |
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19 |
ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE
1.01 NAME AND PURPOSE
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The supplemental
retirement plan set forth herein as the "Watts Water
Technologies, Inc. Supplemental Employees Retirement Plan"
(the "Plan"). The Plan is established, and shall be maintained,
solely for the purpose of providing supplemental retirement
benefits which cannot be provided under the Watts Water
Technologies, Inc. Pension Plan (the "Qualified Plan") for
certain Participants. The Plan is unfunded and maintained primarily
for purpose of providing deferred compensation for Participants who
are part of a select group of management or highly compensated
employees."
1.02 EFFECTIVE DATE
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This restated Plan
shall be effective May 4, 2004 (the "Effective Date"). This
Plan shall apply to Participants who retire or terminate their
employment with the Employer after the Effective Date. The Plan was
originally effective on January 1, 1989 (the "Original
Effective Date"). Participants who retire or terminate their
employment with the Employer on or after the Original Effective
Date but prior to the Effective Date of this Plan shall have their
benefits determined based on the Plan provisions in effect on the
date they retire or otherwise terminate their employment with the
Employer.
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ARTICLE II
DEFINITIONS
Whenever used in this
Plan, unless the context clearly indicates otherwise, the following
terms shall have the following meanings:
- 2.01
- "Code"
means the Internal Revenue Code of 1986.
- 2.02
- "Compensation" means the total
compensation payable to an eligible Employee by the Employer and
reportable to the Federal Government for income tax purposes on
Form W-2, or any form prescribed by the Internal Revenue
Service to take its place.
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Compensation also
includes: (i) amounts contributed by the Employee at the
election of the Employee pursuant to a salary deferral arrangement
under Section 401(k), (ii) amounts contributed or
deferred at the election of the Employee and which are not
includible in gross income of the Employee by reason of
Section 125 of the Code, (iii) amounts deferred at the
election of the Employee pursuant to a salary deferral agreement
under the Watts Water Technologies, Inc. Management Stock
Purchase Plan (formerly called the Watts Industries, Inc.
Management Stock Purchase Plan), and (iv) amounts deferred at
the election of the Employee pursuant to a salary deferral
agreement under the Watts Water Technologies, Inc.
Non-Qualified Deferred Compensation Plan (formerly called the Watts
Industries, Inc. Non-Qualified Deferred Compensation
Plan).
For any Employee
listed in Tier 1, Tier 1-A or Tier 1-T of
Appendix A, there shall be no limit on such Employee's
Compensation. For any Employee listed in Tier 2 of
Appendix A, in no event shall such Employee's Compensation
exceed $383,450 for the Plan Year beginning January 1, 2004.
For any eligible Employee not listed in Tier 1, Tier 1-A,
Tier 1-T or Tier 2 of Appendix A, in no event shall
such Employee's Compensation exceed $306,760 for the Plan Year
beginning January 1, 2004. For each subsequent Plan Year, the
$383,450 and $306,760 limitations shall be adjusted at the same
time and in the same proportion as the adjustment to the maximum
benefit limitation under Internal Revenue Code Section 415(d)
which is applicable to the Qualified Plan. In all other respects,
the limitations on annual Compensation under this Section shall be
applied in the same manner in determining Final Average
Compensation as the limitation under Internal Revenue Code
Section 401(a)(17) is to be applied under the Qualified
Plan.
- 2.03
- "Employer " means Watts Water
Technologies, Inc. (formerly known as Watts
Industries, Inc.) or any successor thereto and any other
entity now or hereafter affiliated with Watts Water
Technologies, Inc. which participates in the Qualified
Plan.
- 2.04
- "Final Average
Compensation" means, unless otherwise
modified in the Appendices, the average of the Participant's
Compensation for the sixty (60) consecutive months during the
last one hundred and twenty (120) months of his service prior
to his termination of employment for which he received the highest
total Compensation. If a Participant has not completed at least
sixty (60) months of Service with the Employer, his Final
Average Compensation shall be the average of his Compensation
during his period of Service with the Employer.
- 2.05
- "Participant" means an Employee
who meets the eligibility requirements for this Plan in the manner
set forth in Article 3.
- 2.06
- "Plan
Administrator" means Watts Water
Technologies, Inc., or its duly authorized representative.
- 2.07
- "Social Security
Benefit" means the primary insurance
benefit payable annually to an Employee at Normal Retirement Age
under Title II of the Social Security Act as in effect on the date
he terminates his employment or on his Normal Retirement Age, if
earlier, computed without regard to any reduction or loss of
benefits which may result due to other income, delay in
making
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application or any
other reason; provided, however, that in the case of a Participant
who terminates his employment prior to his attainment of Normal
Retirement Age, his Social Security benefit shall be computed in
accordance with the following provisions:
- (a)
- If the Participant
has satisfied the eligibility requirements for an Early Retirement
Benefit under Section 4.02 prior to his termination, his
Social Security Benefit will be based on the assumption that he
received no further Compensation from his termination date until he
attained his Normal Retirement Age.
- (b)
- If the Participant
has not satisfied the requirements for an Early Retirement Benefit
prior to his termination, his Social Security Benefit will be based
on the assumption that he remained in the service of the Employer
until he reached his Normal Retirement Age and that he continued to
receive the same rate of Compensation from the Employer as in
effect on his termination date until his Normal Retirement
Age.
- 2.08
- "Sponsoring
Employer" means Watts Water
Technologies, Inc. (formerly known as Watts
Industries, Inc.).
2.09 CERTAIN DEFINITIONS UNDER
QUALIFIED PLAN APPLY
| Actuarial
Equivalent |
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Employee |
| Beneficiary |
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Normal
Retirement Age |
| Benefit
Service |
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Normal
Retirement Date |
| Board of
Directors |
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Service |
| Contingent Annuitant |
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Spouse
Joint and Survivor Annuity |
| Controlled Group Company |
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Year of
Service |
| Deferred
Retirement Date |
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| Early
Retirement Date |
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ARTICLE III
ELIGIBILITY
3.01 PARTICIPATION
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Prior to
January 1, 1994, the Board of Directors, designated the
Employees who were eligible to participate in the Plan under
Section 4.01(a). These Employees are listed in Tier 2 of
Appendix A, attached hereto.
On and after
January 1, 1994, any Employee not designated in Tier 1,
Tier 1-A, Tier 1-T or Tier 2 of Appendix A
whose Compensation under the Qualified Plan is limited under
Internal Revenue Code Section 401(a) (17), or who entered into
a salary deferral agreement under the Watts Water
Technologies, Inc. Management Stock Purchase Plan or,
effective September 1, 2003, the Watts Water
Technologies, Inc. Non-Qualified Deferred Compensation Plan,
is eligible to participate in this Plan.
Effective
January 1, 1998, the Board of Directors shall designate the
Employees who are eligible to participate in the Plan under
Appendix B. These Employees are listed in Tier 1 of
Appendix A.
Effective
January 1, 2003, the Board of Directors shall designate the
Employees who are eligible to participate in the Plan under
Appendix C. These Employees are listed in Tier 1-A of
Appendix A.
Effective May 4,
2004, the Board of Directors shall designate the Employees who are
eligible to participant in the Plan under Appendix D. These
Employees are listed in Tier 1-T of
Appendix A.
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ARTICLE IV
RETIREMENT BENEFITS
4.01 AMOUNT OF NORMAL OR DEFERRED
RETIREMENT BENEFIT
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Subject to the
provisions of Section 4.04, the amount of the annual Normal
Retirement Benefit or Deferred Retirement Benefit (as defined in
this Section 4.01) payable in the Normal Form of Payment to a
Participant who retires under this Plan on or after his Normal
Retirement Date shall be the excess, if any, of (a) or (b),
whichever is applicable, over (c):
- (a)
- For eligible
Participants listed in Tier 2 of Appendix A, forty-five
percent (45%) of his Final Average Compensation less fifty percent
(50%) of his Social Security Benefit, multiplied by a fraction (not
to exceed one), the numerator of which is his years (and fractions
thereof) of Benefit Service and the denominator of which is
twenty-five (25).
- (b)
- For eligible
Participants not listed in Tier 1, Tier 1-A,
Tier 1-T or Tier 2 of Appendix A, the annual benefit
payable in the form of a straight life annuity determined under the
relevant normal or deferred retirement benefit provisions of the
Qualified Plan, but based on Final Average Compensation as defined
in this Plan and ignoring any limitations under Internal Revenue
Code Section 415.
- (c)
- The annual benefit is
payable in the form of a straight life annuity under the Qualified
Plan.
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Notwithstanding the
above, the amount of annual Normal Retirement Benefit or Deferred
Retirement Benefit for eligible Participants listed in Tier 2
of Appendix A attached hereto shall in no event be less than
the amount determined as if the eligible Participant was not listed
in Tier 1, Tier 1-A, Tier 1-T or Tier 2 of
Appendix A and eligible for the Normal Retirement Benefit or
Deferred Retirement Benefit described in Section 4.01(b) of
the Plan.
4.02 AMOUNT OF EARLY RETIREMENT
BENEFIT
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Subject to the
provisions of Section 4.04, the amount of the annual Early
Retirement Benefit (as defined in this Section 4.02) of a
Participant who elects to retire on or after his Early Retirement
Date shall be a benefit computed in accordance with (a) or
(b) below, as elected by the Participant in accordance with
the requirements of Section 6.03:
- (a)
- A benefit commencing
on his Normal Retirement Date in an amount equal to his Accrued
Normal Retirement Benefit as defined and determined in accordance
with Section 4.03.
- (b)
- A reduced benefit
commencing on his Early Retirement Date or the first day of any
month thereafter but prior to his Normal Retirement Date, as
elected by the Participant, which benefit shall be computed as the
excess of (i) over (ii) where:
- (i)
- is equal to the
benefit determined in Section 4.01(a) or 4.01(b) above, as
applicable, reduced in amount in the same manner as the reduction
made to the amount of benefit payable under the Qualified Plan
prior to his Normal Retirement Date, and
- (ii)
- is equal to the
benefit determined under Section 4.01(c) reduced in the same
manner as the reduction made to the amount of benefit payable under
the Qualified Plan prior to his Normal Retirement Date.
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4.03 ACCRUED NORMAL RETIREMENT
BENEFIT
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For an eligible
Participant whose benefit is determined in accordance with
Sections 4.01(a) and (c), such Participant's Accrued Normal
Retirement Benefit at any time prior to his Normal Retirement Date,
shall be determined as the amount of Normal Retirement Benefit that
the Participant would have received under subsection (a) of
Section 4.01 if he had remained in the employ of the Employer
to his Normal Retirement Date, but based on his Final Average
Compensation and Social Security Benefit as of the date such
Accrued Normal Retirement Benefit is being determined. Such amount
shall then be multiplied by a fraction in which the numerator is
the number of years (and fractions thereof) of Benefit Service that
the Participant has completed, and the denominator is the number of
years (and fractions thereof) of Benefit Service that the
Participant would have completed if he had remained in the employ
of the Employer to his Normal Retirement Date, and such amount
shall then be reduced by the amount determined under
subsection (c) of Section 4.01; provided, however, that
in the case of a Participant who has completed twenty-five
(25) years of Benefit Service and has satisfied the conditions
for an Early Retirement Benefit, the fractional reduction of this
Section 4.03 shall not apply in determining his Accrued Normal
Retirement Benefit.
For an eligible
Participant whose benefit is determined in accordance with
Sections 4.01(b) and (c), such Participant's Accrued Normal
Retirement Benefit at any time prior to his Normal Retirement Date
shall be determined as the excess of the benefit determined in
accordance with Section 4.01(b) over the benefit determined in
accordance with Section 4.01(c).
4.04 SPECIAL RETIREMENT
BENEFIT
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Notwithstanding any
other provision to the contrary, eligible Participants listed in
Tier 1 of Appendix A shall be entitled to receive the
Special Retirement Benefit as set forth in Appendix B, which
is hereby incorporated and made a part of this Plan, in lieu of the
benefit otherwise provide under this Article IV. Eligible
Participants listed in Tier 1-A of Appendix A shall be
entitled to receive the Special Retirement Benefit as set forth in
Appendix C, which is hereby incorporated and made a part of
this Plan, in lieu of the benefit otherwise provided under this
Article IV. Eligible Participants listed in Tier 1-T of
Appendix A shall be entitled to receive the Special Retirement
Benefit as set forth in Appendix D, which is hereby
incorporated and made a part of this Plan.
4.05 ADJUSTMENT OF THE QUALIFIED PLAN
OFFSET FOR CERTAIN PARTICIPANTS
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Notwithstanding the
foregoing provisions of this Article IV, in the event the
annual benefit payable under the Qualified Plan in the form of a
straight life annuity exceeds the maximum benefit limitation of
Internal Revenue Code Section 415 and the Participant elects
to receive a Spouse Joint and Survivor Annuity form of payment
under the Qualified Plan, the Qualified Plan offset described in
Section 4.01(c)(ii) shall be equal to the straight life
annuity Actuarial Equivalent of the benefit actually elected by the
Participant under the Qualified Plan.
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ARTICLE V
VESTING
5.01 VESTING
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Subject to
Section 5.03, a Participant's Accrued Normal Retirement
Benefit shall be fully vested upon the date which is the earlier of
(i) his completion of six (6) years of Service,
(ii) his Early Retirement Date, or (iii) his attainment
of Normal Retirement Age, provided he is actively employed by the
Employer on such date. A Participant whose employment with the
Employer ceases prior to his satisfaction of one of the full
vesting conditions of this Section 5.01 shall not be entitled
to any benefit under this Plan.
5.02 AMOUNT OF VESTED ACCRUED
BENEFIT
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