EXHIBIT 10.12
AMENDMENT NUMBER THREE TO
THE
ROCK-TENN COMPANY SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
(AMENDED AND RESTATED EFFECTIVE
AS OF JANUARY 1, 2003)
Pursuant to the power reserved in
§ 8 of the Rock-Tenn Company Supplemental Executive Retirement
Plan (“Plan”), the Committee hereby amends the Plan
effective as of January 1, 2008 as follows:
§ 1.
By amending § 2.9,
Employment Termination Date , to read as follows:
2.9. Employment Termination
Date . The term “Employment Termination Date” shall
mean the date a Participant has a “severance from
service” within the meaning of Code § 409A.
§ 2.
By amending § 3.1(b), SERP I
Benefit , to read as follows:
(b) SERP I Benefit
.
(1) Designation . If a
Participant is designated for any period as eligible for a SERP I
Benefit, his or her SERP I Benefit shall be based on the effective
date of such designation, and his or her SERP I Benefit shall equal
the excess, if any, of (A) over (B) where
(A) equals the benefit which would
have been payable to, or on behalf of, the Participant under the
Pension Plan if the Participant had accrued, or had continued to
accrue, a benefit under the Pension Plan, if the 1993 Compensation
Cap had remained in effect under Code § 401(a)(17) (as in
effect on December 31, 1993) and if the limitation on benefits
payable from a defined benefit plan under Code § 415(b)
was inapplicable; and
(B) equals the greater of
(i) the benefit actually payable to, or on behalf of, the
Participant under the Pension Plan or (ii) the benefit which
would have been payable to the Participant under the Pension Plan
if he or she had accrued, or had continued to accrue, a benefit
under the Pension Plan.
(2) Coordination with SERP II
Benefit . If a Participant is designated as eligible for a SERP
I Benefit for one period and a SERP II Benefit for a subsequent
period, his or her SERP I Benefit accruals under this
§ 3.1(b) shall stop immediately before the effective date
of his or her designation as eligible for a SERP II
Benefit.
§ 3.
By amending § 3.1(c), SERP
II Benefit , to read as follows:
(c) SERP II Benefit
.
(1) Designation . If a
Participant is designated for any period as eligible for a SERP II
Benefit, his or her SERP II Benefit shall be based on the effective
date of such designation, and his or her SERP II Benefit shall
equal the excess, if any, of (A) over
(B) where
(A) equals the benefit which would
have been payable to, or on behalf of, the Participant under the
Pension Plan if the Participant had accrued, or had continued to
accrue, a benefit based on his or her Compensation beginning on the
effective date of such designation without regard to the limitation
on benefits payable from a defined benefit plan under Code
&
