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EXHIBIT 10.13
THE GENUINE PARTS COMPANY
ORIGINAL DEFERRED COMPENSATION PLAN
(Amended and Restated Effective August 19, 1996)
ARTICLE I
ESTABLISHMENT OF PLAN
1.01
Background of Plan. Genuine Parts Company (the "Company") from
time to time has granted deferred
compensation benefits for certain key
employees. Such key employees agreed to an
annual reduction in their
compensation. In return, Genuine Parts
Company promised such key employees a ten
year certain life annuity if such key
employee continued employment until age
65. In addition, certain early retirement
benefits, death benefits and
disability benefits were provided.
Genuine Parts Company believes it is beneficial to amend and
restate
such arrangements that are currently in
effect for key employees who are
actively employed in the form of this
document known as the Genuine Parts
Company Original Deferred Compensation Plan
(the "Plan"). As a condition to
receiving benefits provided under this
Plan, such key employees will waive their
right to benefits previously promised to
them under the deferred compensation
arrangements.
1.02
Status of Plan. The Plan is intended to be a non-qualified,
unfunded plan of deferred compensation
under the Internal Revenue Code of 1986,
as amended. Also, because the only persons
who may participate in this Plan are
members of a select group of management or
highly compensated employees, this
Plan of deferred compensation is not
subject to Parts 2, 3 and 4 of Subtitle B
of Title I of the Employee Retirement
Income Security Act of 1974.
1.03
Trust. The Company has previously established a trust to fund
benefits provided under certain
non-qualified deferred compensation plans
sponsored by the Company ("Trust"). Genuine
Parts Company intends to transfer
certain assets attributable to the Plan to
the Trust. It is intended that such
transfer will not generate taxable income
(for federal income tax purposes) to
the Participants until such assets are
actually distributed or otherwise made
available to the Participants.
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ARTICLE II
DEFINITIONS
Account. See Section 4.01.
Beneficiary. The person or persons
designated by a Participant to receive the
Participant's death benefits, if any,
provided under this Plan. It is expressly
intended that the Beneficiary designations
previously made by the Participant
under the Participant's deferred
compensation agreement identified in Appendix A
hereto shall remain in effect under this
Plan. However, a Participant may
execute a new beneficiary designation at
any time. If any Participant shall fail
to designate a Beneficiary or shall
designate a Beneficiary who shall fail to
survive the Participant, the Beneficiary
shall be the Participant's Beneficiary
under the Genuine Partnership Plan or any
successor plan to the Genuine
Partnership Plan.
Committee. The Executive Committee to the
Board of Directors of the Company or
its designee that will administer and
interpret the terms of the Plan.
Company. Genuine Parts Company, its
corporate successors and any of their
controlled subsidiaries.
Disability. Disability shall have the same
meaning as the term "disability" or
"permanent disability" is defined in the
Genuine Partnership Plan or any
successor plan to the Genuine Partnership
Plan.
Normal Retirement Age. Age 65.
Participant. Those individuals identified
in Appendix A to the Plan.
Plan. The Genuine Parts Company Original
Deferred Compensation Plan as set forth
in this document, together with any
subsequent amendments hereto.
Termination of Service. A Participant who
has ceased to serve as an employee of
the Company for any reason.
Trust. See Section 1.03.
Withdrawal Benefits. See Section 4.06.
ARTICLE III
PARTICIPATION
3.01
Participation. The only persons who may participate in this
Plan are those Participants who are
designated in Appendix A to this Plan.
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ARTICLE IV
PLAN BENEFITS
4.01
Account.
(a) Salary
Reduction. As a condition of participation in this
Plan, each Participant has previously
agreed to an annual reduction of his or
her salary on a before-tax basis. The
salary reduction amount shall be set forth
in Appendix A. The Company shall continue
to be withhold the salary reduction
amount from the Participant's compensation
until the earlier of the
Participant's Termination of Service or the
Participant's Normal Retirement Age.
(b) Account.
The Committee shall credit the salary reductions
referred to in Section 4.01(a) above to an
account ("Account"). The Committee
may direct the investment of such Account
in any manner it directs including the
purchase of insurance policies. Such
Account and any assets attributable to such
Account shall be the sole property of the
Company and no Participant shall have
any right to demand a distribution of
assets attributable to such Account.
(c) Cessation
of Salary Reductions. If a Participant ceases to
make the annual salary reduction referred
to in Section 4.01(a) above, the
Participant shall no longer participate in
this Plan and shall be treated as if
he or she had a Termination of Service on
the date of the Participant's failure
to make the annual salary reduction.
4.02
Normal Retirement Benefit.
(a) In
General. A Participant who has a Termination of Service on
or after attaining Normal Retirement Age is
entitled to a normal retirement
benefit. The normal retirement benefit
shall be paid in the form of a ten year
certain life annuity. The ten year certain
life annuity shall provide a monthly
benefit to the Participant for the
remainder of his or her life. If the
Participant dies before 120 monthly
payments have been paid, the unpaid monthly
payments (not to exceed 120 monthly
payments, including those monthly payments
previously paid to the Participant) shall
be paid to the Participant's
Beneficiary.
(b) Ten Year
Certain Life Annuity. The amount of the ten year
certain life annuity shall be computed as
follows. The Committee shall select an
insurance company of its choosing. The
Committee shall request the insurance
company to compute the monthly amount that
would be paid to the Participant in
the form of a ten year certain life annuity
based on the asset value held in the
Participant's Account as of Participant's
Normal Retirement Age (or such later
date selected by the Committee in its sole
discretion) and based on the
insurance company's annuity tables
applicable to individuals of similar age and
risk categories as the Participant. The
monthly amount will then be increased by
100%. Such monthly amount shall then be
paid to the Participant in the form of a
ten year certain life annuity as described
above. The first such payment shall
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commence on the first business day of the
second calendar year following the
calendar year in which the Participant
attained age 65.
(c) Guaranteed
Normal Retirement Benefit. In no event shall the
Participant's monthly normal retirement
benefit described above be less than the
amount set forth in Appendix A.
4.03
Early Retirement Benefit.
(a) In
General. A Participant who has a Termination of
Service on or after attaining age 60 and
after completing fifteen or more years
of "credited service" (as defined in the
Genuine Parts Company Pension Plan) is
entitled to an early retirement benefit.
The early retirement benefit shall be
computed in the same manner as the normal
retirement benefit described in
Section 4.02 except that the insurance
company shall compute the ten year
certain life annuity based on the asset
value held in the Participant's Account
as of the Participant's Termination of
Service (or such later date selected by
the Committee in tis sole discretion). Such
amount will then be increased by
100%.
(b) Ten Year
Certain Life Annuity. The early retirement
benefit shall be paid in the form of a ten
year certain life annuity (as
described in Section 4.02(a). The first
such payment shall commence on the first
business day of the calendar year following
the calendar year in which the
Participant has a Termination of
Service.
(c) Other
Terminations of Service. A Participant who has
a Termination of Service prior to attaining
age 60 or prior to completing
fifteen years of credited service shall not
be entitled to an early retirement
benefit under this Section 4.03. Instead,
such Participant shall be entitled
only to the applicable benefit, if any,
described in Sections 4.04, 4.05 or
4.06.
4.04
Death Benefits.
(a) Death
Before Attaining Normal Retirement Age. If the
Participant has a Termination of Service on
account of Death before attaining
his or her Normal Retirement Age, the
Company will pay to the Participant's
Beneficiary the monthly amount set forth in
Appendix A. Such benefit shall be
paid for 120 months beginning with the
first business day of the calendar year
following the calendar year of the
Participant's death.
(b) Death
Following Normal Retirement Age. If the
Participant has a Termination of Service on
or after his Normal Retirement Age
but subsequently dies before receiving 120
monthly benefits, the Participant's
Beneficiary shall receive the
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unpaid monthly benefits, if any, described
in Section 4.02(a) (but not to exceed
120 months including those payments
previously paid to the Participant).
4.05
Disability Benefits.
(a) In
General. If a Participant has a Termination of Service on
a
