SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
RESTATED EFFECTIVE
JANUARY 1, 2009
1.1
Establishment of the Plan . Anixter Inc., a Delaware
corporation (the “Company”), originally established the
ANIXTER INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the
“Plan”) effective as of August 4, 2004. The Plan
was amended and restated effective January 1, 2006, and has
been subsequently amended from time to time to reflect Company
directives and to comply with changes in applicable law, including
Section 409A of the Code. This restatement, effective January
1, 2009, consolidates all other prior amendments, updates
references and makes nonsubstantive changes to the Plan.
1.2 Description
of the Plan . The Plan is intended to constitute a nonqualified
deferred compensation plan which, in accordance with ERISA
Sections 201(2), 301(a)(3) and 401(a)(1), is unfunded and
established primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees. The Plan is intended to meet the requirements for
effective deferrals of compensation under, and otherwise comply
with, Section 409A of the Code and shall be operated in good
faith compliance with Section 409A of the Code and the
regulations promulgated thereunder.
1.3 Purpose of
the Plan . In addition to the description of the Plan as set
forth in subsection 1.2 above, the primary objective of the
Company in establishing this Plan is to provide supplemental
retirement income to certain employees of the Company in addition
to that provided through all other sources.
2.1
Definitions . Whenever used in the Plan, the following
terms, when initially capitalized, shall have the respective
meanings set forth below. Initially capitalized terms used in the
Plan and not set forth below shall have the meanings ascribed to
such terms under the Anixter Inc. Pension Plan as amended and
restated from time to time.
(a) “Accrued
Normal Benefit” means the product of (A x B), where
A is the Participant’s Normal Benefit and B is a fraction the
numerator of which is the Participant’s total months of
Benefit Accrual Service and the denominator of which is
60.
(b)
“Actuarially Equivalent” has the meaning given to such
term under the Pension Plan.
(c)
“Affiliate” with respect to the Company means the
Parent and any other entity controlled by, under the control of, or
under common control with the Company
within the
meaning of the Securities Exchange Act of 1934 or that is a member
of Company’s controlled group within the meaning of
Sections 414(b) or 414(c) of the Code.
(d)
“Beneficiary” means any person or entity designated by
the Participant or otherwise entitled to receive any benefits under
the Plan which may be due upon the Participant’s
death.
(e) “Benefit
Accrual Service” means, with respect to a Participant, the
lesser of (i) the total months of benefit accrual service
earned by the Participant under the Pension Plan from, including,
and after the Participant’s Initial Participation Month and
through the date of such Participant’s Retirement or
Termination, as applicable, or (ii) sixty (60) months. For
purposes of determining Benefit Accrual Service for purposes of the
Plan, a Participant’s benefit accrual service under the
Pension Plan shall be determined without regard to any limitation
on the number of months of benefit accrual service which are
considered for benefit purposes under the Pension Plan.
(f) “Benefit
Offset Amount” means with respect to a Participant, the sum
of (i) a Participant’s combined accrued monthly benefit
amount, stated as a Life Annuity commencing at Normal Retirement
Date, under the Pension Plan and the Excess Plan and (ii) the
Participant’s Social Security Offset Amount.
(g)
“Board” means the Board of Directors of
Parent.
(h)
“Cause” has the meaning set forth in any employment or
other similar written agreement between a Participant and the
Company which governs the terms and conditions of a
Participant’s employment with the Company. In the absence of
such an agreement, or if such agreement does not define
“Cause,” then “Cause” shall mean the
termination of a Participant’s employment by formal action of
the Board for any of the following reasons:
(1) embezzlement,
dishonesty, fraud or any illegal or unethical act or omission in
connection with the performance of Participant’s duties or as
an Employee that materially injures or reasonably could materially
injure the Company or any Affiliate or which does or reasonably
could materially impair a Participant’s ability to
satisfactorily perform his assigned duties and
responsibilities;
(2) conviction of
(or plea of nolo contendere to) any (A) felony or (B) any
other crime involving moral turpitude, or any other conviction (or
plea of nolo contendere) that does or that reasonably could
materially impair a Participant’s ability to satisfactorily
perform his assigned duties and responsibilities;
(3) improper,
willful and material disclosure of the proprietary information of
the Company or any Affiliate or other willful material breach of a
Participant’s fiduciary obligations to the Company;
or
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(4) any willful
failure or refusal to follow lawful and good faith directions of
the Board or a duly authorized officer of the Company.
For purposes of
this definition, no act or failure to act on the part of a
Participant shall be considered “willful” unless done,
or omitted to be done, by him in bad faith or without a reasonable
belief that his action or omission are in the best interests of the
Company or its Affiliates. Any act or omission based on a direction
of the Board or based on the advice of counsel for the Company or
Parent shall be conclusively presumed to be done, or omitted to be
done, in good faith and in the best interests of Company or its
Affiliates.
(i)
“Code” means the Internal Revenue Code of 1986, as
amended.
(j)
“Committee” means the Anixter Inc. Employee Benefits
Administrative Committee or any successor thereto.
(k)
“Company” has the meaning given to such term in the
introductory paragraph hereto, provided that where the context so
requires the term shall also include each Affiliate that adopts
this Plan with the consent and approval of the Board.
(l)
“Compensation” means, for purposes of determining a
Participant’s Normal Benefit, the total cash remuneration
paid or payable to a Participant during a calendar year for
services provided as an Employee which would be taken into account
for purposes of computing the Participant’s accrued benefit
under the Pension Plan.
(m)
“Compensation Committee” means the Anixter
International Inc. Compensation Committee or any successor
thereto.
(n)
“Employee” means a person who is actively employed by
the Company or an Affiliate and who would be considered to be in an
employer-employee relationship with the Company or an Affiliate
applying common law principles.
(o)
“ERISA” means the Employee Retirement Income Security
Act of 1974, as amended.
(p) “Excess
Plan” means the Anixter Inc. Excess Benefit Plan or any
successor thereto.
(q) “Final
Average Compensation” means the average monthly compensation
amount determined under the Pension Plan as the participant’s
final average pay and which is used for purposes of computing such
Participant’s accrued benefit under the Pension
Plan.
(r) “Initial
Participation Month” means with respect to a Participant the
calendar month as of which such Participant’s participation
in the Plan is approved by the Compensation Committee.
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(s) “Life
Annuity” means a monthly annuity that is paid to the retired
Participant for as long as he lives and which does not provide any
payments to a Beneficiary following the Participant’s
death.
(t) “Minimum
Accrued Normal Benefit” means with respect to a Participant
the product of (A x B), where A is the
Participant’s Minimum Normal Benefit and B is a fraction the
numerator of which is the Participant’s total months of
Benefit Accrual Service and the denominator of which is
60.
(u) “Minimum
Normal Benefit” means with respect to a Participant any
minimum monthly Life Annuity benefit payable to such Participant
without regard to the date benefit payments commence as may be
specified on Exhibit A hereto with respect to such
Participant.
(v) “Normal
Benefit” means with respect to a Participant the greater of
(i) the monthly benefit amount payable to such Participant as
a Life Annuity commencing at the Participant’s Normal
Retirement Date determined by reducing the Target Benefit of such
Participant as specified on Exhibit A by such
Participant’s Benefit Offset Amount or (ii) such
Participant’s Minimum Normal Benefit, if any.
(w) “Normal
Benefit Commencement Age” means the age so specified with
respect to a Participant on Exhibit A hereto.
(x) “Normal
Benefit Commencement Date” means, with respect to a
Participant, the first day of the seventh month following the month
in which the later of (i) the date such Participant attains
Normal Benefit Commencement Age or (ii) the date such
Participant’s Retirement or Termination occurs.
(y) “Normal
Retirement Date” means the first day of the month coincident
with or next following the attainment by the Participant of age
sixty-five (65).
(z)
“Parent” means Anixter International Inc., a Delaware
corporation and sole shareholder of the Company, or any successor
thereto.
(aa)
“Participant” means an Employee, so designated by
action of the Compensation Committee, who is participating in the
Plan.
(bb)
“Plan” means the Anixter Inc. Supplemental Executive
Retirement Plan as set forth herein and as amended from time to
time.
(cc) “Plan
Administrator” means the Anixter Inc. Employee Benefits
Administrative Committee.
(dd)
“Pension Plan” means the Anixter Inc. Pension Plan or
any successor thereto.
(ee)
“Retirement” means with respect to a Participant any
“separation from service” (within the meaning of
Section 409A of the Code) with the Company and all
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Affiliates,
other than termination by the Company for Cause, on or after the
Participant attains age sixty-five (65).
(ff)
“Retirement Date” means the first day of the month
coincident with or next following the date of a Participant’s
Retirement.
(gg) “Social
Security Offset Amount” means with respect to a Participant
fifty percent (50%) of the assumed retirement benefit payable to
such Participant under the Social Security Act as in effect on the
Participant’s Retirement Date or Termination Date, as
applicable, computed consistent with the following assumptions:
(i) no future increases in the social security wage base or
average national wages following such Retirement Date or
Termination Date, as applicable, (ii) such benefit is first
payable on the Participant’s Normal Retirement Date, without
regard to when the Participant’s actual Social Security
Benefit Payments commence, and (iii) Participant has no
covered wages for Social Security purposes following such
Retirement Date or Termination Date, as applicable.
(hh) “Target
Benefit” means the monthly Life Annuity benefit commencing at
Normal Retirement Date stated as a percentage of Final Average
Compensation and so designated with respect to a Participant on
Exhibit A hereto.
(ii)
“Termination” means a “separation from
service” for purposes of Section 409A of the Code from
the Company and all Affiliates for any reason prior to the
Participant obtaining age sixty-five (65).
(jj)
“Termination Date” means the first day of the month
coincident with or next following the date of a Participant’s
Termination.
2.2 Gender and
Number . Except when otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine
and the feminine shall include the masculine, and the use of any
term herein in the singular may also include the plural and the
plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
3.1
Eligibility . No Employee shall be eligible to participate
in or accrue a benefit under the Plan until such Employee’s
participation in the Plan has been approved by the Compensation
Committee. An Employee shall become a Participant as of the date so
specified in the Compensation Committee approval of such
participation.
3.2
Reemployment of Former Participant . A former Employee who
is re-employed shall be considered a Participant following such
re-employment by the Company and such former Employee shall accrue
additional Benefit Accrual Service following such re-employment,
only if and to the extent such former Employee is re-designated by
the Committee and such re-designation is approved by the
Compensation Committee.
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4.1 Normal
Benefit . A Participant who has at least sixty (60) months
of Benefit Accrual Service at the time of his Retirement or
Termination will receive from the Plan a monthly benefit which is
Actuarially Equivalent to a Life Annuity commencing on his Normal
Retirement Date in an amount equal to the greater of his Normal
Benefit or his Minimum Normal Benefit, if any, as computed in
accordance with Exhibit A, as in effect at the time of such
Retirement or Termination.
4.2 Deferred
Benefit . If a Participant continues in employment past his
Normal Retirement Date, the amount of his monthly benefit payable
on Retirement under Section 4.1 above shall be Actuarially
Equivalent to the larger of his Normal Benefit or Minimum Normal
Benefit at Normal Retirement Date and accordingly adjusted to
reflect the deferral of benefit payments beyond his Normal
Retirement Date in a manner consistent with such adjustment under
the Pension Plan. However, in any event, the Participant’s
benefit on his Retirement Date shall be computed based on his Final
Average Compensation as of his Normal Retirement Date.
4.3 Accrued
Benefit . A Participant who has less than sixty
(60) months of Benefit Accrual Service at the time of his
Retirement or Termination will receive from the Plan a monthly
benefit which is Actuarially Equivalent to a Life Annuity
commencing on his Normal Retirement Date in an amount equal to the
greater of his Accrued Normal Benefit or Minimum Accrued Normal
Benefit as computed in accordance with Exhibit A as in effect
at the time of such Retirement or Termination. Notwithstanding the
foregoing, a Participant who has less than sixty (60) months
of Benefit Accrual Service at the time of his Retirement or
Termination shall receive his Normal Benefit or Minimum Normal
Benefit as determined under Section 4.1 if the Participant
incurs an Eligible Termination during a Protected Period. For this
purpose, “Eligible Termination” means the
Participant’s Termination by the Company other than for Cause
or the Participant’s Termination for Good Reason.
“Protected Period” means the period commencing sixty
(60) days before the effective date of a Change in Control and
ending on the second anniversary of such Change in Control.
“Change in Control” shall have the meaning set forth in
any employment or other similar written agreement between a
Participant and the Company which governs the terms and conditions
of a Participant’s employment with the Company. In the
absence of such an agreement, or if such agreement does not define
“Change in Control,” then “Change in
Control” shall mean (i) the approval by the shareholders
of Company or Parent of a plan of complete liquidation or
dissolution of Company or Parent; (ii) the consummation of a
sale of all or substantially all of the assets of Company or
Parent; (iii) the consummation of any transaction as a result
of which any person (within the meaning of such term under the
Securities Exchange Act of 1934), becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934), directly or indirectly, of securities of
Company or Parent representing more than fifty percent (50%) of the
total voting power of all voting securities of Company or Parent
then issued and outstanding; or (iv) the consummation of a
merger, consolidation, reorganization, or business combination,
other than a merger, consolidation, reorganization or business
combination which would result in the voting securities of Company
or Parent outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting securities of Company or
Parent or the surviving entity
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immediately
after such merger, consolidation, reorganization of business
combination. “Good Reason” shall have the meaning set
forth in any employment or other similar written agreement between
a Participant and the Company which governs the terms and
conditions of a Participant’s employment with the Company. In
the absence of such
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