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DIMON INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Employee Benefits Plan Agreement

DIMON INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN | Document Parties: ALLIANCE ONE INTERNATIONAL, INC. You are currently viewing:
This Employee Benefits Plan Agreement involves

ALLIANCE ONE INTERNATIONAL, INC.

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Title: DIMON INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: North Carolina     Date: 4/5/2007
Industry: Tobacco     Sector: Consumer/Non-Cyclical

DIMON INCORPORATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Parties: alliance one international  inc.
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Exhibit 10.1

ALLIANCE ONE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated Effective January 1, 2005

Originally Effective January 1, 1997


TABLE OF CONTENTS

 

 

 

 

 

 

ARTICLE 1 DEFINITIONS

  

2

1.01.

  

Accounting Firm

  

2

1.02.

  

Administrator

  

2

1.03.

  

Affiliate

  

2

1.04.

  

Board

  

2

1.05.

  

Cash Balance Plan

  

2

1.06.

  

Capped Parachute Payments

  

2

1.07.

  

Cause

  

2

1.08.

  

Change in Control

  

3

1.09.

  

Code

  

3

1.10.

  

Compensation

  

3

1.11.

  

Compensation Committee

  

3

1.12.

  

Competes

  

3

1.13.

  

Control Change Date

  

4

1.14.

  

Corporation

  

4

1.15.

  

Credited Compensation

  

4

1.16.

  

Employee

  

4

1.17.

  

Excess Parachute Payment Amount

  

4

1.18.

  

Fiscal Year

  

4

1.19.

  

Foreign Social Security Benefit

  

4

1.20.

  

Frozen Average Compensation

  

5

1.21.

  

Joint and Survivor Annuity

  

5

1.22.

  

Net After-Tax Amount

  

5

1.23.

  

Nonqualified Offset Plan

  

5

1.24.

  

Normal Retirement Allowance

  

6

1.25.

  

Normal Retirement Date

  

6

1.26.

  

Offset Amount

  

6

1.27.

  

Parachute Payment

  

7

1.28.

  

Participant

  

7

1.29.

  

Pension Equity Plan

  

7

1.30.

  

PEP Retirement Allowance

  

7

1.31.

  

Plan

  

7

1.32.

  

Profit Sharing Account

  

7

1.33.

  

Pro Ration Percentage

  

8

1.34.

  

Retirement Account

  

8

1.35.

  

Retirement, Retire, Retired or Retires

  

8

1.36.

  

Separation from Service

  

8

1.37.

  

Spouse or Surviving Spouse

  

8

1.38.

  

Years of Service

  

8

 

 

ARTICLE 2 PARTICIPATION

  

9

 

 

ARTICLE 3 RETIREMENT ALLOWANCES

  

9

3.01.

  

Normal Retirement Allowance

  

9

3.02.

  

Pre-Retirement Death Benefit

  

10

3.03.

  

Delay of Payments

  

11

3.04.

  

Certain Retired Participants as of April 1, 2007

  

11

 

i


 

 

 

 

 

ARTICLE 4 VESTING

  

12

4.01.

  

Normal Vesting

  

12

4.02.

  

Change in Control

  

12

4.03.

  

Transition Rules

  

12

4.04.

  

Forfeiture Events

  

12

 

 

ARTICLE 5 ADMINISTRATION OF THE PLAN

  

13

5.01.

  

Generally

  

13

5.02.

  

Delegation

  

13

5.03.

  

Costs

  

14

5.04.

  

Reliance

  

14

5.05.

  

Indemnification

  

14

5.06.

  

Cooperation

  

14

 

 

ARTICLE 6 CLAIM AND APPEAL PROCEDURES

  

14

6.01.

  

Filing of a Claim for Benefits

  

14

6.02.

  

Notification to Claimant of Decision

  

15

6.03.

  

Procedure for Appeal and Review

  

15

6.04.

  

Decision on Review

  

15

6.05.

  

Action by Authorized Representative of Claimant

  

16

6.06.

  

Exhaustion of Administrative Remedies and Deadline for Filing Suit

  

16

 

 

ARTICLE 7 TERMINATION, AMENDMENT OR MODIFICATION OF PLAN

  

16

7.01.

  

Reservation of Rights

  

16

7.02.

  

Limitation on Actions

  

16

 

 

ARTICLE 8 MISCELLANEOUS

  

17

8.01.

  

Limitation on Benefits

  

17

8.02.

  

Unfunded Plan

  

18

8.03.

  

Other Benefits and Agreements

  

18

8.04.

  

Restrictions on Transfer of Benefits

  

18

8.05.

  

No Guarantee of Employment

  

19

8.06.

  

Facility of Payments

  

19

8.07.

  

“Top Hat” Pension Benefit Plan

  

19

8.08.

  

Receipt and Release

  

19

8.09.

  

Setoff

  

19

8.10.

  

Reliance on Data

  

20

8.11.

  

Withholding and Reporting

  

20

8.12.

  

Deferred Compensation

  

20

8.13.

  

No Tax Representation

  

20

8.14.

  

Successors

  

20

8.15.

  

Construction

  

20

8.16.

  

Severability

  

21

8.17.

  

Governing Law

  

21

 

 

ARTICLE 9 Adoption and execution

  

21

 

ii


ALLIANCE ONE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

INTRODUCTION

Alliance One International, Inc. (the “Corporation”) maintains the Alliance One International, Inc. Supplemental Executive Retirement Plan (the “Plan”) to provide unfunded supplemental retirement benefit to a select group of management and highly compensated employees as such terms are used in sections 201, 301, and 501 of the Employee Retirement Income Security Act of 1974. The Plan was originally effective January 1, 1997. The Corporation previously amended the Plan on or about August 25, 2004 and March 11, 2005.

Except as otherwise specifically provided, the provisions of the Plan as amended and restated herein are generally effective as of January 1, 2005, and are intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the Internal Revenue Code of 1986, as amended.

Participation in the Plan is frozen effective March 31, 2007. In addition, no Participant shall accrue additional benefits under this Plan on account of Compensation paid after March 31, 2007.


ARTICLE 1

DEFINITIONS

1.01. Accounting Firm

Accounting Firm means the accounting firm, consulting firm or other qualified service provider designated by the Corporation.

1.02. Administrator

Administrator means an administrative committee composed of the Corporation’s Senior Vice President – Human Resources and Vice President – Compensation and Benefits, provided that no member of such committee shall take part in any discretionary administrative decision with respect to such member’s benefits (if any) under the Plan. The Administrator shall be the named fiduciary with respect to this Plan. Notwithstanding the foregoing, the Compensation Committee in its discretion may remove or replace any member of the administrative committee, or name a different committee or an individual to serve as Administrator hereunder.

1.03. Affiliate

Affiliate means any related person or entity that along with the Corporation would be considered a single employer under Code Section 414(b) or (c). A person or entity shall be considered an Affiliate only during the time it would be considered a single employer with the Corporation under such provisions.

1.04. Board

Board means the Board of Directors of the Corporation.

1.05. Cash Balance Plan

Cash Balance Plan means the Alliance One International, Inc. Pension Plan (formerly known as the DIMON Incorporated Cash Balance Plan), and any successor thereto.

1.06. Capped Parachute Payments

Capped Parachute Payments means the largest amount of Parachute Payments that may be paid to the Participant without liability under Code Section 4999.

1.07. Cause

A Participant’s termination of employment will be deemed to have been “for Cause” hereunder if the Administrator determines that the Participant’s employment was terminated in whole or in part by reason of (i) one or more violations of the Corporation’s Code of Conduct (as in effect from time to time) or (ii) one or more violations of law (other than misdemeanor traffic violations) that injure or damage the business reputation or prospects of the Corporation or an Affiliate.

 

2


1.08. Change in Control

Effective on and after April 1, 2007, Change in Control means that (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing more than 30% of the aggregate voting power of all classes of the Corporation’s voting securities on a fully diluted basis, after giving effect to the conversion of all outstanding warrants, options and other securities of the Corporation convertible into or exercisable for voting securities of the Corporation (whether or not such securities are then exercisable); (ii) the shareholders of the Corporation approve (A) a plan of merger, consolidation or share exchange between the Corporation and an entity other than a direct or indirect wholly-owned subsidiary of the Corporation or (B) a proposal with respect to the sale, lease, exchange or other disposal of all, or substantially all, of the Corporation’s property; or (iii) during any period of two consecutive years (which period may be deemed to begin prior to the date of this agreement), individuals who at the beginning of such period constituted the Board, together with any new members of the Board whose election by the Board or whose nomination for election by the shareholders of the Corporation was approved by a majority of the members of the Board then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board.

1.09. Code

Code means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect at the relevant time.

1.10. Compensation

Compensation means the taxable earnings for services rendered as an Employee and paid in cash by the Corporation and its Affiliates to the Participant, plus amounts deferred or contributed under Code Sections 401(k), 125, 129 or 132(f)(4) pursuant to the Participant’s salary reduction agreement, but excluding commissions, extra pay for temporary foreign service, amounts paid as special incentive bonuses under incentive programs established in connection with the merger of Standard Commercial Corporation and DIMON Incorporated, and severance or similar benefits paid by the Corporation or any Affiliate on account of termination of employment. Compensation shall not include any amount paid or payable after March 31, 2007.

1.11. Compensation Committee

Compensation Committee means the Executive Compensation Committee of the Board (or such other committee of the Board appointed by the Board to administer the Plan).

1.12. Competes

Competes means that the Participant, either directly or indirectly, either as principal, agent, employee, employer, owner, stockholder (owning more than 5% of the value of a corporation’s outstanding stock), partner, contractor, consultant or in any other individual or representative capacity, engages in the business of a tobacco dealer, importer or exporter or any

 

3


other business in which the Corporation or an Affiliate is engaged at such time. If any provision of the preceding sentence or Section 4.04 is ever deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Corporation and Participant (by virtue of his participation in the Plan), agree that such provisions must be and are reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and expressly authorize a court having jurisdiction to reform the provisions to the maximum time, geographic area and activity limitations permitted by applicable law.

1.13. Control Change Date

Control Change Date means the date on or after April 1, 2007, on which all of the events necessary for a Change in Control have occurred.

1.14. Corporation

Corporation means Alliance One International, Inc. and any successor corporation.

1.15. Credited Compensation

 

 

(a)

If the Participant dies or Retires prior to April 1, 2007, Credited Compensation means fifty percent (50%) of the average of the Compensation paid to the Employee with respect to periods of employment with the Corporation or an Affiliate during the three Fiscal Years occurring during the last ten Fiscal Years that the Participant was employed by the Corporation that yields the highest number.

 

 

(b)

If the Participant dies or Retires on or after April 1, 2007, Credited Compensation means fifty percent (50%) of the Participant’s Frozen Average Compensation.

1.16. Employee

Employee means a person who is an employee of the Corporation or an Affiliate.

1.17. Excess Parachute Payment Amount

Excess Parachute Payment Amount means the excess of the total amount of Parachute Payments over the amount of Capped Parachute Payments.

1.18. Fiscal Year

Fiscal Year means the Corporation’s taxable year for Federal income tax purposes.

1.19. Foreign Social Security Benefit

Foreign Social Security Benefit means the excess, if any of (a) the benefit payable to a Participant at normal retirement age under a retirement program maintained or established by a foreign government over (b) the benefit that would have been payable to the Participant at normal retirement age under the United States Social Security program had the Participant been covered by such program.

 

4


1.20. Frozen Average Compensation

Frozen Average Compensation means the average of the Compensation paid to the Participant with respect to periods of employment with the Corporation or an Affiliate during the three Fiscal Years occurring during the last ten Fiscal Years immediately preceding April 1, 2007 that the Participant was employed by the Corporation that yields the highest such average.

1.21. Joint and Survivor Annuity

Joint and Survivor Annuity means an annuity benefit under which equal monthly installments are payable to the Participant during his lifetime and under which, upon the earlier death of the Participant, monthly installments are payable to the Surviving Spouse during her lifetime in an amount equal to 50% of the Participant’s monthly payment.

1.22. Net After-Tax Amount

Net After-Tax Amount means the amount of any Parachute Payments or Capped Parachute Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant as in effect on the date of the first payment under this Plan after a Control Change Date. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Parachute Payments, as applicable, in effect for the year in which the determination is made.

1.23. Nonqualified Offset Plan

Nonqualified Offset Plan means any supplemental executive retirement benefit (including but not limited to the Alliance One International, Inc. Pension Equity Plan and any supplemental retirement benefit provided under an employment agreement) or any other nonqualified retirement or deferred compensation plan maintained by the Corporation or an Affiliate (other than the Retirement Account). Notwithstanding the foregoing:

 

 

(a)

A plan or benefit shall not be considered a Nonqualified Offset Plan unless the written terms of the plan or benefit include a restriction on amendments that satisfies the provisions of this Section. A plan or benefit’s restriction on amendments will satisfy the provisions of this Section only if the restriction prohibits any amendment that would trigger the additional taxes provided under Code Section 409A(a)(1)(B) (by changing the time or form of payment of any nonqualified deferred compensation benefit or otherwise), taking into consideration such plan or benefit and all other nonqualified plans with which its benefits are linked. A plan or benefit is not required to specifically identify this Plan in order to be considered a Nonqualified Offset Plan with respect to this Plan.

 

 

(b)

A benefit provided pursuant to an employment agreement shall not be considered a Nonqualified Offset Plan if the written terms of the employment agreement provide that the benefit shall not reduce (or be applied as an offset against) the benefits payable under this Plan.

 

5


1.24. Normal Retirement Allowance

Normal Retirement Allowance means the benefit described in Section 3.01.

1.25. Normal Retirement Date

Normal Retirement Date means the first day of the month coincident with or next following the later of the Participant’s attainment of age 65 or the Participant’s Separation from Service.

1.26. Offset Amount

Offset Amount means the sum of the monthly amounts, if any, payable to or on behalf of a Participant under the Cash Balance Plan, the Alliance One International, Inc. Global Pension Plan (or its successor), the Alliance One Brasil Exportadora de Tobacos Ltda Pension Plan (or its successor), any Nonqualified Offset Plan, the Profit Sharing Account, any Foreign Social Security Benefit, or any benefit under a non-U.S. pension plan or similar arrangement (to the extent funded by contributions by the Corporation or an Affiliate).

 

 

(a)

For purposes of Section 3.01(a), the Offset Amount shall be determined as of the Participant’s Separation from Service and shall be expressed as a monthly amount that would be paid as a single life annuity commencing at the Participant’s Normal Retirement Date (in the case of a Participant who is not legally married on the date of his Separation from Service), or as a monthly amount that would be paid to the Participant during his lifetime under a Joint and Survivor Annuity commencing at the Participant’s Normal Retirement Date (in the case of a Participant who is legally married on the date of his Separation from Service).

 

 

(b)

The Offset Amount shall be determined using the actuarial assumptions and methods applicable to the Cash Balance Plan. Except as provided in paragraph (c) below, the Administrator shall calculate the Offset Amount by converting each benefit that is includible in the Offset Amount into an actuarially equivalent monthly benefit expressed in the appropriate form and assuming a benefit commencement date as of the date the benefits under this Plan are scheduled to commence, and then adding such monthly amounts together.

 

 

(c)

The Administrator shall determine the monthly Offset Amount attributable to benefits under the Pension Equity Plan, if any, in accordance with this paragraph (c).

 

 

(i)

First, the Administrator shall determine the PEP Retirement Allowance payable pursuant to Section 3.01 of the Pension Equity Plan.

 

 

(ii)

Second, the Administrator shall treat the PEP Retirement Allowance as if it were a life annuity commencing as of the Participant’s Normal Retirement Date hereunder (without making any actuarial adjustments). For example, if the PEP Retirement Allowance is a life annuity with monthly payments of $1,000 commencing on the first day of the month

 

6


 

after the Participant’s 55 th birthday, the Administrator shall treat it as if it were a life annuity with monthly payments of $1,000 commencing at the Participant’s Normal Retirement Date hereunder.

 

 

(iii)

Third, the Administrator shall convert the life annuity determined pursuant to clause (ii) above into an actuarially equivalent Joint and Survivor Annuity commencing as of the Participant’s Normal Retirement Date. For purposes of paragraph (b) above, the monthly amount that would be payable to the Participant under this Joint and Survivor Annuity shall be deemed to be the monthly Offset Amount attributable to benefits under the Pension Equity Plan.

 

 

(d)

The Administrator may adopt such procedures and conventions as it deems necessary or appropriate to calculate the Offset Amount hereunder, including but not limited to procedures and conventions for converting amounts expressed in different currencies into the corresponding amounts expressed in the currency in which Plan benefits will be paid.

1.27. Parachute Payment

Parachute Payment means a payment that is described in Code Section 280G(b)(2) (without regard to whether the aggregate present value of such payments exceeds the limit prescribed by Code Section 280G(b)(2)(A)(ii)). The amount of any Parachute Payment shall be determined in accordance with Code Section 280G and the regulations promulgated thereunder, or, in the absence of final regulations, the proposed regulations promulgated under Code Section 280G.

1.28. Participant

Participant means an Employee who satisfies the requirements of Article 2.

1.29. Pension Equity Plan

Pension Equity Plan means the Alliance One International, Inc. Pension Equity Plan.

1.30. PEP Retirement Allowance

PEP Retirement Allowance means the “Normal Retirement Allowance” as defined in Section 3.01 of the Pension Equity Plan.

1.31. Plan

Plan means this Alliance One International, Inc. Supplemental Executive Retirement Plan.

1.32. Profit Sharing Account

Profit Sharing Account means, as of any date, a Participant’s March 31, 1998 profit sharing account balance in the DIMON International Profit Sharing Plan (currently known as the

 

7


Alliance One International, Inc. Savings and Profit Sharing Plan) as adjusted for gains and losses as if such March 31, 1998 account balance had been invested in such plan’s stable value fund or, if the plan does not have a stable value fund, in such successor fund as may be designated by the Administrator.

1.33. Pro Ration Percentage

Pro Ration Percentage means the percentage determined by adding the “service fraction” and the “age fraction” and dividing the sum by two. The “service fraction” is a fraction in which the numerator is the Years of Service (in whole and fractional years, but not to exceed twenty) credited to a Participant on the date of termination of employment with the Corporation and its Affiliates and the denominator of which is twenty. The “age fraction” is a fraction the numerator of which is the Participant’s age (in whole and fractional years, but not to exceed sixty) on the date of termination of employment with the Corporation and its Affiliates and the denominator of which is sixty. By way of illustration, a Participant who terminates employment at age fifty and after completing eighteen years of service and after satisfying the vesting requirements of Section 4.02 will have a “service fraction” of 18/20 or 9/10 and an “age fraction” of 50/60 or 5/6. In that example, the Pro Ration Percentage is 86.7% (5/6 plus 9/10) divided by 2 = (.833 plus .9) divided by 2)).

1.34. Retirement Account

Retirement Account means the Alliance One International, Inc. Supplemental Retirement Account Plan.

1.35. Retirement, Retire, Retired or Retires

Retirement, Retire, Retired or Retires means the termination of a Participant’s employment with the Corporation or an Affiliate that occurs on or after the Participant satisfies the vesting requirements of Section 4.01 or Section 4.02.

1.36. Separation from Service

Separation from Service means the Participant’s “separation from service” with the Corporation and its Affiliates within the meaning of Code Section 409A(a)(2)(A)(i) and applicable regulations and other guidance thereunder. A Separation from Service shall not have occurred so long as the Participant continues to provide more than insignificant services as an employee, consultant or other service provider to the Corporation or any Affiliate.

1.37. Spouse or Surviving Spouse

Spouse means the person to whom the Participant is legally married on the date the Participant Retires or dies. Surviving Spouse means the Spouse, provided that the Spouse survives the Participant.

1.38. Years of Service

Year of Service means a year of vesting service as determined under the Cash Balance Plan. If the Participan


 
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