APOGEE ENTERPRISES, INC. OFFICERS' SUPPLEMENTAL EXECUTIVE RETIREMENT PLANEmployee Benefits Plan Agreement |
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EXHIBIT 10.1
APOGEE ENTERPRISES, INC.
OFFICERS’ SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2005 Restatement)
APOGEE ENTERPRISES, INC.
OFFICERS’ SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2005 Restatement)
TABLE OF CONTENTS
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INTRODUCTION |
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SECTION 1. |
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DEFINITIONS AND GENERAL RULES |
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1.1. |
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Definitions |
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1.1.1. |
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Accrued SERP Benefit |
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1.1.2. |
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Annuity Starting Date |
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1.1.3. |
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Average Monthly Compensation |
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1.1.4. |
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Beneficiary |
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1.1.5. |
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Benefit Service |
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1.1.6. |
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Change in Control |
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1.1.7. |
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Defined Contribution Offset |
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1.1.8. |
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Defined Contribution Plans |
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1.1.9. |
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Employers |
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1.1.10. |
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Hours of Service |
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1.1.11. |
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Normal Retirement Date |
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1.1.12. |
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Officers’ SERP |
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1.1.13. |
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Participant |
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1.1.14. |
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Pensionable Compensation |
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1.1.15. |
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Plan Statement |
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1.1.16. |
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Plan Year |
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1.1.17. |
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Post 2004 Benefit |
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1.1.18. |
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Pre 2005 Benefit |
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1.1.19. |
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Principal Sponsor |
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1.1.20. |
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Single Life Annuity |
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1.1.21. |
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Social Security Benefit |
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1.1.22. |
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Termination of Employment |
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SECTION 2. |
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PARTICIPANTS |
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2.1. |
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General Participation Rule |
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2.2. |
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Overriding Exclusion |
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SECTION 3. |
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BENEFITS PAYABLE |
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3.1. |
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Supplemental Retirement Benefit for Participants |
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3.1.1. |
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Entitlement and Amount |
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3.1.2. |
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Form of Benefit-When Payable |
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3.1.3. |
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Key Employee |
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3.1.4. |
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Beneficiary of Key Employee |
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3.1.3. |
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Optional Forms of Pension |
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3.1.4. |
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Suspension Upon Reemployment |
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3.2. |
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Survivor Benefit — Death Before Annuity Starting Date |
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3.2.1. |
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When Available |
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3.2.3. |
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Form of Benefit-When Payable |
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3.3. |
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Survivor Benefit — Death After Annuity Starting Date |
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3.4. |
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Designation of Beneficiaries |
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3.4.1. |
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Scope |
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3.4.2. |
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Right To Designate Beneficiaries |
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3.4.3. |
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Failure of Designation |
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3.4.4. |
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Disclaimers by Beneficiaries |
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3.4.5. |
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Definitions |
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3.4.6. |
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Special Rules |
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3.5. |
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Payment in Case of Incompetency or Disability |
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SECTION 4. |
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FUNDING |
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4.1. |
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Unfunded Obligation |
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4.2. |
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Hedging Investments |
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4.3. |
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Consensual Creditor |
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SECTION 5. |
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GENERAL MATTERS |
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5.1. |
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Amendment and Termination |
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5.1.1. |
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Before a Change in Control |
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5.1.2. |
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After a Change in Control |
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5.1.3. |
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No Oral Amendments |
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5.1.4. |
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Plan Binding on Successors |
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5.1.5. |
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Termination |
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5.2. |
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ERISA Administrator |
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5.3. |
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Service of Process |
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5.4. |
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Spendthrift Provision |
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5.5. |
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Administrative Determinations |
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5.6. |
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Rules and Regulations |
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5.7. |
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Certifications |
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5.8. |
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Errors in Computations |
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SECTION 6. |
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FORFEITURE OF BENEFITS |
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-ii-
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SECTION 7. |
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CLAIMS PROCEDURE |
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7.1. |
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Original Claim |
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7.2. |
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Claims Review Procedure |
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7.3. |
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General Rules |
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SECTION 8. |
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CONSTRUCTION |
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8.1. |
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ERISA Status |
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8.2. |
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IRC Status |
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8.3. |
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Effect on Other Plans |
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8.4. |
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Disqualification |
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8.5. |
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Rules of Document Construction |
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8.6. |
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References to Laws |
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8.7. |
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Effect on Employment |
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8.8. |
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Choice of Law |
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-iii-
APOGEE ENTERPRISES, INC.
OFFICERS’ SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2005 Restatement)
INTRODUCTION
APOGEE ENTERPRISES, INC., a Minnesota corporation (the “Principal Sponsor”), and certain affiliated corporations maintain a tax-qualified defined contribution plan known as APOGEE ENTERPRISES, INC. 401(k) RETIREMENT PLAN (also known as the “qualified plan”) for the purpose of providing retirement benefits to certain eligible employees. The qualified plan is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and is intended to qualify as defined contribution plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). By operation of section 401(a)(16) of the Code, annual additions to the qualified plan are restricted so that they do not exceed certain maximum annual additions allowed under section 415 of the Code. Further, section 401(a)(17) of the Code restricts the maximum amount of annual compensation which may be taken into account in determining the contributions for any employee under the qualified plan.
Section 3(36) and section 4(b)(5) of ERISA recognize and authorize the establishment of an unfunded, nonqualified plan of deferred compensation maintained by an employer solely for the purpose of providing benefits for employees in excess of the limitations on benefits imposed under section 415 of the Code. Section 201, 301 and 401 of ERISA also recognize the creation of an unfunded plan maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Principal Sponsor, pursuant to these provisions of ERISA, previously established and now maintains the APOGEE ENTERPRISES, INC. EXECUTIVE SUPPLEMENTAL PLAN (also known as the “restoration plan”) for the benefit of certain management or highly compensated employees who are Participants in the qualified plan for the purpose of restoring a portion of the benefits lost due to the application of the §415 and §401(a)(17) limitations imposed on benefits payable under the qualified plan.
It is in the interest of the Employers to provide benefits to certain select officers and management employees in excess of those that can and are being provided under the qualified plan, the restoration plan and other qualified and nonqualified deferred compensation plans as an inducement for them to remain in the service of the Employers. It is also in the interest of the Employers to provide additional benefits to compensate select officers and management employees for qualified and nonqualified retirement benefits that would have been earned but for a mid-career change of employment and to provide an incentive to remain with the Principal Sponsor.
The Apogee Enterprises, Inc. Officers’ Supplemental Executive Retirement Plan was adopted by Apogee Enterprises, Inc., a Minnesota corporation, and first effective January 1, 1998, and as amended and restated in this document effective January 1, 2005. However, it is not the intent of Apogee Enterprises, Inc. to in any manner limit any of the grandfathering
provisions found in Internal Revenue Service Notice 2005-1, the proposed regulations or Code Section 409A. This restatement will be administered and construed on a basis consistent with this intent.
SECTION 1
DEFINITIONS AND GENERAL RULES
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1.1. |
Definitions. When used herein with initial capital letters, the following words have the following meanings: |
1.1.1. Accrued SERP Benefit — a dollar amount determined as of a Participant’s Termination of Employment and expressed as a Single Life Annuity payable for the life of the Participant with an Annuity Starting Date on the first day of the calendar month following the calendar month in which the Participant would attain Normal Retirement Date (or Termination of Employment, if later) and which is equal to (a) minus (b):
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(a) |
Primary Benefit. A dollar amount equal to: |
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(i) |
two percent (2%), multiplied by |
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(ii) |
the Participant’s Average Monthly Compensation determined as of the Participant’s Termination of Employment, multiplied by |
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(iii) |






