E
XHIBIT
10.1
A SSIGNMENT AND A SSUMPTION A GREEMENT F OR
S UPPLEMENTAL E XECUTIVE R ETIREMENT P LANS
This ASSIGNMENT AND
ASSUMPTION AGREEMENT (“ Agreement ”) is made and
entered into effective as of the 1 st day of June, 2009, by and
between BUSINESS STAFFING, INC., a Delaware corporation (“
BSI ”) and KAISER VENTURES LLC, a Delaware limited
liability company (“ Kaiser ”).
R ECITALS
A. BSI is currently a wholly owned subsidiary of
Kaiser. BSI provides administrative services to Kaiser and other
affiliated companies.
B. BSI currently maintains two supplemental
executive retirement plans. The Business Staffing, Inc.
Supplemental Executive Retirement Plan for which Fidelity
Management and Research Company currently provides administrative
services was established in 1995 (the “ Fidelity SERP
”). The assets of the Fidelity SERP are held in trust under
the terms of that certain Trust Agreement dated as of
December 31, 2008, between BSI and Fidelity Management Trust
Company (the “ Fidelity Trust ”).
C. The Business Staffing Supplemental Deferred
Compensation Plan for which Pen-Cal Administrators, Inc. currently
provides administrative services was established in 1997 (the
“ Pen-Cal SERP ”). The assets of the Pen-Cal
SERP are held in trust under the terms of that certain Trust
Agreement dated as of January 10, 2007, between Kaiser and The
Charles Schwab Trust Company (the “ Schwab Trust
”). The Fidelity SERP and the Pen-Cal SERP are sometimes
collectively referred to herein as the “ Plans”
. The Fidelity Trust and the Schwab Trust are sometimes
collectively referred to herein as the “ Trusts
.”
D. The Fidelity SERP and Trust authorize entities
that are part of a controlled group of corporations or
non-corporate entities may become participating employers for the
benefit of their employees and permit the Trust Agreement to be
assigned with the consent of the parties thereto. It is the
intention of this Assignment and Assumption that Kaiser adopt the
Fidelity SERP and that BSI assign to Kaiser all of the rights and
duties of the “Sponsor” of the Fidelity SERP and the
Fidelity Trust under the terms of the SERP and Trust
agreements.
E. The Schwab SERP and Trust also authorize
entities that are a parent or affiliate to become participating
employers for the benefit of their employees and to amend the trust
(other than to make it revocable). It is the intention of this
Agreement that Kaiser adopt the Pen-Cal SERP and that the Schwab
Trust be amended to assign to Kaiser all the right and duties of
the “Company” under the Trust Agreement.
F. As of the effective date of this Agreement, BSI
is transferring all of its rights and interests as the sponsor of
the Plans to Kaiser and Kaiser is assuming all the obligations
under the Plans and to the participants in the Plans. However, even
though Kaiser shall become the sponsor of the Plans, BSI shall
continue to participate in the Plans for the benefit of its
employees.
G. In addition, as of the effective date of this
Agreement, Kaiser shall become responsible for and be the
sponsor/employer for the Trusts but BSI shall have the ability to
continue to make contributions to each of the Trusts.
H. The participants of the Plans and the intended
beneficiaries of the Trusts, as appropriate, have each consented in
writing to the actions set forth and contemplated by this
Agreement.
NOW, THERFORE, in consideration of
the forgoing and the covenants and agreements of the parties set
forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby ackno
