SALARY CONTINUATION
PLAN
Amended and Restated November 14,
2008
This Salary Continuation Plan
(“Plan”) has been established by SUPERIOR INDUSTRIES
INTERNATIONAL, INC., a California Corporation (the
“Company”), effective March 28, 2008, and amended
effective November 14, 2008, based upon the following facts and
circumstances:
A. The Company wishes
to promote in its executive employees and directors increased
efficiency in their work and the strongest possible interest in the
successful operation of the Company and to provide certain
executive employees and directors (each, a
“Participant”) and their families with benefits upon
the retirement or death of such directors or employees.
B. The Company
recognizes the valuable services heretofore performed for it by the
Participant and wishes to encourage the Participant’s
continued relationship with the Company.
C. In order to
achieve these goals, the Company is establishing this
Plan.
NOW, THEREFORE, IT IS AGREED AS
FOLLOWS:
1.1
Administrative Committee. "Administrative
Committee" shall mean the committee appointed pursuant to Section 5
hereof.
1.2
Affiliate . “Affiliate” shall mean
all persons with whom the Company would be considered a single
employer under Section 414(b) or Section 414(c) of the Code, except
that, for purposes of determining whether there is a controlled
group or common control, the language “at least 50
percent” is used instead of “at least 80
percent.”
1.3
Agreement. “Agreement” shall mean
the agreement entered into between the Company and the Participant
evidencing a grant of benefits under the Plan.
1.4
Beneficiary. "Beneficiary" shall mean the
Beneficiary, or each Beneficiary, designated by the Participant
pursuant to Section 4 hereof.
1.5
Code . “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time, and any
successor, along with related rules, regulations, and
interpretations.
1.6
Company . “Company” shall mean
Superior Industries International, Inc. Where the
context requires, reference to the Company shall include an
Affiliate.
1.7
Compensation. "Compensation" shall mean the base
salary and any annual directors' retainer paid or accrued
to or for the Participant with respect to each calendar month for
personal services rendered by the Participant to the Company during
such month, but shall not include any commission, bonus, meeting
fee or other payment.
1.8
Disability. “Disability” shall mean
that a Participant meets one of the following
requirements:
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the Participant is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve months; or
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if the Participant is covered by an
accident and health plan covering employees of the Company, the
Participant is, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering
employees of the Company.
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1.9
Final Average Compensation. "Final Average Compensation"
shall mean the average monthly Compensation paid to, or accrued for
the benefit of, the Participant with respect to the 36 months of
the Participant's employment or service (or the entire period of
the Participant's employment or service if shorter than 36 months)
immediately preceding the month in which occurs the Participant's
Separation from Service.
1.10
Retirement Date. "Retirement Date" shall mean the later of
(i) the Participant's sixty-fifth (65 th )
birthday or (ii) the day upon which occurs the Participant's
Separation from Service on or after the Vesting Date.
1.11
Separation from Service. "Separation from Service" shall
mean a separation from services from the Company and the
Company’s Affiliates as defined for purposes of Section
409A(a)(2)(A)(i) of the Code, except that a reduction in level of
services performed by a Participant to a level equal to twenty one
(21) percent or less of the average level of services performed
during the immediately preceding thirty-six (36) months (or such
shorter period as the Participant shall have performed services for
the Company) shall be presumed to be a “Separation from
Service.”
1.12
Vesting Date. "Vesting Date" with respect to the Participant
shall mean the earliest to occur of (a) the date set forth in the
Participant’s Agreement; or (b) the date upon which the
Participant becomes Disabled.
2.1
Amount of Benefit. If the Participant's Separation from
Service occurs on or after the Vesting Date for reasons other than
his death, the Company shall pay to the Participant a monthly
benefit equal to thirty percent (30%) of the Participant's Final
Average Compensation.
2.2
Period of Payment. Payment of the retirement benefit
specified in Section 2.1 shall commence on the first day of the
month coinciding with or next following the Participant's
Retirement Date and shall continue on the first day of each month
thereafter through and including the first day of the month
coinciding with or next preceding the Participant’s
death. Notwithstanding the foregoing, if the Participant
is a “specified employee” for purposes of Section 409A
of the Code as of the Participant’s Separation from Service
and payment of an amount that is subject to Section 409A of the
Code is otherwise required to be made on the first day of the month
coinciding with or next following the Retirement Date described in
Section 1.10(ii) of the Plan, payments to which the Participant
would otherwise be entitled during the first six months following
the date of Separation from Service shall be accumulated and paid
on the first day of the seventh month following the date of the
Separation from Service.
3.
Survivorship Benefits.
3.1
Death Prior to Separation from Service. If the Participant's
Separation from Service occurs due to the Participant's death, the
Company shall pay to the Participant's Beneficiary 120
monthly payments, each in an amount equal to thirty
percent (30%) of the Participant's Final Average Compensation. Such
payments shall commence within 90 days following the
Participant’s death and shall continue on the first day of
each of the 119 months after the first payment.
3.2
Death After Separation from Service but Prior to Retirement
Date. If the Participant's Separation from Service occurs on or
after the Vesting Date for reasons other than his death and the
Participant subsequently dies prior to the commencement of
retirement benefit payments under Section 2.2, the Company shall
pay to the Participant's Beneficiary 120 monthly payments, each in
an amount equal to thirty percent (30%) of the Participant's final
Average Compensation. Such payments shall commence within 90 days
following the Participant’s death and shall continue on the
first day of each of the 119 months after the first
payment.
3.3
Death After Commencement of Retirement Benefits. If the
Participant dies after retirement benefit payments have commenced
under Section 2 hereof, but prior to his having received 120 such
monthly payments, the Company shall continue such monthly payments
to the Participant's Beneficiary in the same amount and at the same
time said payments would have been paid to the Participant until
the total of the monthly payments made to the Participant, plus the
payments made to the Participant’s Beneficiary, equals
120.
3.4
Death of Beneficiary. In the event a Beneficiary receiving
payments under this Section 3 dies before receiving all the
payments due to such Beneficiary, the Company shall continue such
monthly payments to the Beneficiary's estate in the same amount and
at the same time said payments would have been paid to the
Beneficiary until the total of the monthly payments made to the
Participant, plus the payments made to the Participant’s
Beneficiary and the Beneficiary’s estate, equals
120.
4.1
Designation of Beneficiary. Subject to the limitations
specified in Section 4.2, hereof, the Participant may designate a
Beneficiary or Beneficiaries by filing a written notice of such
designation with the Administrative Committee in such form as the
Administrative Committee may prescribe. The Participant may revoke
or modify such designation at any time by a further written
designation.
