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ANIXTER INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN RESTATED EFFECTIVE

Employee Benefits Plan Agreement

ANIXTER INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN RESTATED EFFECTIVE | Document Parties: ANIXTER INTERNATIONAL INC | Plan Anixter Inc You are currently viewing:
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ANIXTER INTERNATIONAL INC | Plan Anixter Inc

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Title: ANIXTER INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN RESTATED EFFECTIVE
Governing Law: Illinois     Date: 2/27/2009
Industry: Electronic Instr. and Controls     Sector: Technology

ANIXTER INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN RESTATED EFFECTIVE, Parties: anixter international inc , plan anixter inc
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EXHIBIT 10.20

ANIXTER INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

RESTATED EFFECTIVE JANUARY 1, 2009

SECTION 1
PLAN HISTORY

     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.

SECTION 2
DEFINITIONS

     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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SECTION 4
BENEFITS

     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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