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<PAGE>
(FERRO LOGO)
EXHIBIT
10(j)
================================================================================
FERRO
CORPORATION
SUPPLEMENTAL
EXECUTIVE
DEFINED
CONTRIBUTION PLAN
================================================================================
Amended and
Restated Effective
June
30, 2004
<PAGE>
As Amended and Restated
June 30, 2004
FERRO
CORPORATION
SUPPLEMENTAL DEFINED
CONTRIBUTION PLAN
INTRODUCTION
This document (this
"Plan") is the FERRO CORPORATION SUPPLEMENTAL EXECUTIVE
DEFINED CONTRIBUTION PLAN. This Plan was originally adopted and effective as of
January 1, 1996.
This Plan is now amended and
restated effective June 30, 2004, as follows.
ARTICLE I
NAME AND
PURPOSE
1.1 Name. The name of this Plan is the
"Ferro Corporation Supplemental
Executive Defined Contribution
Plan."
1.2 Plan Sponsor. The sponsor of this
Plan is Ferro Corporation ("Ferro"), an
Ohio corporation.
1.3 Purpose. This purpose of this Plan
is to replace, under the conditions set
forth in this Plan, certain benefits
that select management and highly
compensated employees of the Ferro
Group Companies cannot receive under
Ferro Corporation Savings and Stock
Ownership Plan due to limitations
imposed by the Internal Revenue Code
or by plan design.
1.4 Plan for a Select Group. This Plan
covers only employees of a Ferro Group
Company who are members of a
"select group of management or highly
compensated employees" as
provided in Sections 201(2), 301(a)(3), 401(a)(1)
and 4021(b)(6) of ERISA.
Notwithstanding any provision of this Plan to the
contrary, this Plan will be
administered and its benefits limited in a
manner to comply with the above
cited sections of ERISA.
1.5 Not a Funded Plan. Ferro intends
that this Plan be deemed to be "unfunded"
for tax purposes as well as for
purposes of Title I of ERISA.
Notwithstanding any provision of
this Plan to the contrary, this Plan will
be administered in a manner so that it
is deemed "unfunded."
ARTICLE II
DEFINITIONS AND
INTERPRETATION
2.1 Definitions. Appendix A sets forth
the definitions of certain terms used in
this Plan. Those terms shall have
the meanings set forth on Appendix A
where used in this Plan and
identified with initial capital letters.
2.2 General Rules of Construction. For
purposes of interpreting this Plan,
-2-
<PAGE>
As Amended
and Restated
June 30, 2004
(A)
the masculine gender will include the feminine and neuter, and vice
versa, as the context requires;
(B)
the singular number will include the plural, and vice versa, as the
context requires;
(C)
the present tense of a verb will include the past and future tenses,
and vice versa, as the context
requires; and
(D)
as provided under Article VIII, the Administrator retains the power
and duty to interpret this Plan
and resolve ambiguities.
ARTICLE III
PARTICIPATION
3.1 Eligibility. In order to be eligible
to participate in this Plan, an
individual must be a Highly
Compensated Employee.
3.2 Participation. A Highly Compensated
Employee will become a Participant in
this Plan on the January 1
immediately following the date he or she becomes
a Highly Compensated Employee.
ARTICLE IV
SUPPLEMENTAL
MATCHING CONTRIBUTIONS,
SUPPLEMENTAL BASIC
PENSION CONTRIBUTIONS,
AND
ACCOUNTS
4.1 Eligibility for Supplemental
Matching Contributions. Each Plan Year a
Supplemental Matching Contribution
will be credited to the Account of each
Participant who is eligible. A
Participant will be eligible if the
Participant:
(A)
made the maximum 401(k) Contributions permitted under the Ferro SSOP
during the Plan Year, and
(B)
either:
(1) was employed by a Ferro Group Company on the
last day of the Plan
Year,
(2) died during the Plan Year,
(3) retired and began receiving pension benefits
under the Ferro
Corporation Retirement
Plan during the Plan Year (or, if not a
participant in the Ferro
Corporation Retirement Plan, terminated
employment after attaining
age 55 and 5 Years of Vesting Service
during the Plan Year), or
(4) incurred a Disability during the Plan Year.
-3-
<PAGE>
As
Amended and Restated
June 30, 2004
4.2 Amount of Supplemental Matching
Contributions. An Eligible Participant will
receive a Supplemental Matching
Contribution on the last day of the Plan
Year equal to A minus B, where:
(A)
"A" equals the amount of matching contribution that would have
been
contributed to the
Participant's account under the Ferro SSOP for the
Plan Year if the Participant
elected to make 401(k) Contributions
equal to eight percent (8%) of
Compensation and the Code provisions
allowed and did not impose a
limit on such 401(k) Contributions or
matching contributions; and
(B)
"B" equals the amount of matching contributions actually
contributed
to the Participant's account
under the Ferro SSOP for the Plan Year.
4.3 Eligibility for Supplemental Basic
Pension Contributions. Each Plan Year a
Supplemental Basic Pension
Contribution will be credited to the Account of
each Participant who is eligible. A
Participant will be eligible if the
Participant received a Basic Pension
Contribution under the Ferro SSOP
during the Plan Year.
4.4 Amount of Supplemental Basic Pension
Contributions. An eligible Participant
will receive a Supplemental Basic
Pension Contribution on the last day of
the Plan Year equal to A minus B,
where:
(A)
"A" equals the amount of Basic Pension Contribution that would
have
been contributed to the
Participant's account under the Ferro SSOP for
the Plan Year on the basis of
the Participant's Compensation not
limited by Code provisions; and
(B)
"B" equals the amount of Basic Pension Contributions actually
contributed to the
Participant's account under the Ferro SSOP for the
Plan Year.
4.5 Establishment of Account. Each Ferro
Group Company will establish an
Account in the name of each
Participant who is employed by it on the books
and records of the Ferro Group
Company. All amounts credited to the Account
of any Participant or former
Participant will constitute a general,
unsecured liability of such Ferro
Group Company to the Participant. The
Ferro Group Company will maintain a
separate Account for contributions
credited to the Participant prior to
2001 as may be necessary for the
deemed investment of the
Participant's Account as provided under Section
6.4 below.
4.6 Crediting of Earnings. The Ferro
Group Company will credit the Account of
each Participant who is or was its
employee with earnings, gains and losses
in accordance with the deemed
investment of the Supplemental Matching
Contributions and Supplemental Basic
Pension Contributions as provided
under Section 6.4 below.
4.7 Vesting of Account. A Participant
will become vested in his or her Account
in accordance with the following
schedule:
-4-
<PAGE>
As Amended and Restated
June 30, 2004
<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE PERCENTAGE
VESTED
------------------------
-----------------
<S>
<C>
Less than 1 year 0%
1 year, but less than 2 20%
2 years, but less than 3 40%
3 years, but less than 4 60%
4 years, but less than 5 80%
5 years or more 100%
</TABLE>
The prior provisions
notwithstanding, a Participant who has not incurred a
Termination of Employment will be
100% vested in the Account upon the first
to occur of: (a) the Participant's
attainment of age 65, (b) the
Participant's incurring a
Disability, (c) the Participant's death, or (d) a
Change of Control.
ARTICLE V
BENEFITS;
PAYMENT OF BENEFITS
5.1 Date of Distribution. Distribution
of the vested portion of the
Participant's Account will be made
as soon as practicable after the earlier
of the Participant's Termination of
Employment, Disability or Death.
5.2 Form of Distribution. Distribution
will be in the form of a single lump sum
payment. The portion of the
Participant's Account deemed to be invested in
the Ferro Common Stock Account under
Section 6.4 will be distributed in the
form of Ferro Common Stock unless
the Participant elects to receive payment
of that portion in cash. The portion
of the Participant's Account deemed to
be invested in the cash account
under Section 6.4 will be distributed in
the form of cash.
5.3 Valuation of Distributions. All
distributions under this Plan will be based
upon the amount credited to the
Participant's Account as of the last day of
the month in which occurs the
Participant's Termination of Employment,
Death, or commencement of long-term
disability benefits on account of a
determination of Disability under a Ferro
Group Company long-term
disability plan. Such date shall be
the Valuation Date for this purpose.
5.4 Death. In the event of Death, the
Participant's remaining vested interest
in the Account will be distributed
to the Participant's Beneficiary.
5.5 Administration of Distributions.
Distributions under this Plan will be made
as soon as administratively possible
following receipt of notice by the
Administrator of an event that
entitles a Participant or a Beneficiary to
payments under this Plan and
completion by the Participant or Beneficiary
of any forms required by the
Administrator.
5.6 Designation of Beneficiary. Subject
to the rules and procedures promulgated
by the Administrator, a Participant
may sign a document designating a
Beneficiary or Beneficiaries. If a
Participant fails to designate any
Beneficiary in accordance with the
-5-
<PAGE>
As Amended and
Restated
June 30, 2004
provisions of this Section, then the
Beneficiary will be deemed to be the
Participant's beneficiary under the
Ferro SSOP.
5.7 Protective Distributions. If the
Administrator determines, in its sole
discretion, that a Participant is
not, or may not be, a member of a "select
group of management or highly
compensated employees" within the meaning of
Section 201(2), 301(a)(3), 401(a)(1)
or 4021(b)(6) of ERISA, then the
Administrator may, in its sole
discretion, terminate the Participant's
participation in this Plan, and
distribute all amounts credited to the
Participant's Account in a single lump
sum payment. Any distribution under
this Section will be made at the
time the Administrator determines in its
sole discretion.
5.8 Tax Withholding. A Ferro Group
Company may withhold, from any payment made
by it under this Plan, the amount or
amounts as may be required for
purposes of complying with the tax
withholding or other provisions of the
Code or the Social Security Act or
any state or local income or employment
tax act or for purposes of paying
any estate, inheritance or other tax
attributable to any amounts payable
hereunder.
5.9 Inability to Locate Participant. If
a Ferro Group Company or the
Administrator notifies a Participant
or Beneficiary of an entitlement to an
amount under this Plan and the
Participant or Beneficiary fails to claim
the amount or to disclose the
location of the Participant or Beneficiary
within three years thereafter, then,
except as otherwise required by law,
if the location of one or more of
the next of kin of the Participant or
Beneficiary is known to the Ferro
Group Company or the Administrator, the
Administrator may direct
distribution of the amount to any one or more or
all of the next of kin, and in such
proportions as the Administrator, in
its sole discretion, determines. If
the location of none of the foregoing
persons can be determined, the
Administrator will direct that the amount
payable to the Participant or
Beneficiary be forfeited. If, after the
forfeiture, the Participant or
Beneficiary later claims the benefit under
this Plan, then the benefit will be
reinstated without interest or earnings
from the date of forfeiture. If a
benefit payable to a Participant or
Beneficiary that cannot be located
is subject to escheat under state law,
then no further benefit will be
payable with respect to any Participant for
whom payment was made by the
Administrator according to the escheat
provisions of state law.
ARTICLE VI
RIGHTS OF
PARTICIPANTS
6.1 Creditor Status of Participants. The
Supplemental Matching Contributions
and Supplemental Basic Pension
Contributions credited to a Participant
shall be merely an unfunded, unsecured
promise of the Ferro Group Company
(by which the Participant is
employed) to make benefit payments in the
future and shall be liabilities
solely against the general assets of such
Ferro Group Company. Except as
provided in Section 6.6, Ferro and the other
Ferro Group Companies shall not be
required to segregate, set aside or
escrow the Supplemental Matching
Contributions, Supplemental Basic Pension
Contributions nor any earnings,
gains and losses credited thereon. With
respect to amounts credited to any
Account hereunder and any benefits
payable hereunder, a Participant and
Beneficiary will have the status of
general unsecured creditors of the
Ferro Group Company (by which the
Participant is employed),
-6-
<PAGE>
As Amended and Restated
June 30, 2004
and may look only to that Ferro Group
Company and its general assets for
payment of the Account
6.2 Rights with Respect to the Trust.
Any trust, and any assets held thereby to
assist Ferro or any other Ferro
Group Company in meeting its obligations
under this Plan, will in no way be
deemed to controvert the provisions of
Section 6.1 above.
6.3 Investments. In Ferro's sole
discretion, the Ferro Group Companies may
acquire insurance policies,
annuities or other financial vehicles for the
purpose of providing future assets
of the Ferro Group Companies to meet
their anticipated liabilities under
this Plan. Such policies, annuities or
other investments, shall at all
times be and remain unrestricted general
property and assets of the Ferro
Group Companies or property of a trust
established pursuant to Article VII
of this Plan. Participants and
Beneficiaries will have no rights,
other than as general creditors, with
respect to any such policies,
annuities or other acquired assets.
6.4 Method for Crediting Investment
Return. The Ferro Group Company by which
the Participant is employed will
maintain a separate Account for the
Participant. A Participant's Account
is deemed to be invested as follows.
(A)
Post-2000 Contributions. The Supplemental Matching and Supplemental
Basic Pension Contributions
credited to a Participant's Account after
December 31, 2000 will be
deemed to be invested in Ferro Common Stock
as of the date the
contributions are credited under the Plan. The
Account will be deemed to
receive all dividends (whether in stock or
cash) and stock splits which
would be received if the Account was
actually invested in shares of
Ferro Common Stock, and such dividends
and stock splits will be deemed
to be reinvested in shares of Ferro
Common Stock as of the date of
their receipt. Each investment in Ferro
Common Stock will be deemed to
be made at the closing sale price of
Ferro Common Stock on the New York Stock
Exchange Composite Tape (as
reported in The Wall Street
Journal) on the trading day of the deemed
investment.
(B)
Pre-2001 Contributions. Only Supplemental Matching Contributions were
credited under the Plan prior to 2001.
The Supplemental Matching
Contributions credited to a
Participant's Account prior to 2001 will
be deemed to be invested as of
the date the contributions are credited
under the Plan in a cash
account with a rate of return determined by
Ferro. Prior to the beginning
of each Plan Year, Ferro will determine
the rate of investment credit
for the following Plan Year. The prior
provisions notwithstanding, the
Participant was entitled to elect in
writing, during the special
election period provided in 2001, for all
or a portion of such pre-2001
Supplemental Matching Contributions to
be deemed to instead be
invested in Ferro Common Stock. Under any such
election, the Supplemental
Matching Contributions designated by the
Participant to be deemed
invested in shares of Ferro Common Stock will
be deemed invested as of the
date the contributions were credited
under the Plan, and otherwise
will be valued and credited with
dividends and stock splits, in
the same manner as described in Section
6.4(A) above.
(C)
Periodic Adjustment of Accounts. As of each Valuation Date, the
Participant's Account will be adjusted
to reflect earnings and losses
on the deemed investments. To
the extent the Account is deemed to be
invested in Ferro Common Stock,
it will be credited as of each
Valuation Date with
hypothetical
-7-
<PAGE>
As Amended and Restated
June 30, 2004
appreciation and depreciation
and earnings, as computed and determined
by the Administrator based on
the value of Ferro Common Stock and its
dividends, etc., as provided in
Section 6.4(A) above. To the extent
the Participant's Account is deemed
to be invested in the cash
account, it will be credited as
of each Valuation Date with
hypothetical earnings, as
computed and determined by the Administrator
using a rate of interest equal
to that determined by Ferro prior to
the beginning of the Plan Year
as provided in Section 6.4(B) above.
The Administrator will provide
each Participant with a statement
showing the balance credited to
the Participant's Account as of the
last day of the preceding Plan
Year, and at such other times as the
Administrator may elect.
(D)
Investment Election Changes. Effective July 1, 2004, a Participant may
elect to change the deemed
investment of all or a portion of the
Participant's Account from a deemed
investment in Ferro Common Stock
to a deemed investment in the
cash account (as described in Section
6.4(A) and (B) above), and vice
versa. As of the effective date of a
Participant's investment
election change, the Participant's Account
will be valued and adjusted in
accordance with the procedures set
forth in the preceding
paragraph (C) to reflect the new deemed
investment(s). Further, the
Participant may elect to change the
initial investment of all or a
portion of the Participant's future
Supplemental Matching
Contributions or future Supplemental Basic
Pension Contributions, or both.
Any investment election change by a
Participant must be made in accordance
with, and will be effective as
provided in, procedures
established by the Plan Administrator.
Notwithstanding any provision
of this Section to the contrary,
(1) any Participant who is subject to Ferro
Common Stock ownership
requirements must satisfy
those requirements both before and
after any change in the
deemed investment of the Participant's
Account or of future
Supplemental Matching or Basic Pension
Contributions, and
(2) no Participant may elect to change the deemed
investment of any
portion of the
Participant's Account or of future Supplemental
Matching or Basic Pension
Contributions if the change is
prohibited by law or if
any liability would result to the
Participant or any Ferro
Group Company.
Unless and until the
Participant elects to change or to direct the
investment of the Participant's
Account or future Supplemental
Matching or Basic Pension
Contributions pursuant to this Section
6.4(D), those amounts will be
deemed to be invested as provided in
Section 6.4(A) and (B) above.
6.5 Bookkeeping Account Only. A
Participant's Account is solely for the purpose
of measuring the amounts to be paid
under this Plan. The Ferro Group
Companies will not fund or secure,
and will not be permitted to fund or
secure, the Account in any way, and
the Ferro Group Companies' obligation
to the Participants under this Plan
is solely contractual.
-8-
<PAGE>
As Amended and Restated
June
30, 2004
ARTICLE VII
TRUST
7.1 Establishment of Trust.
Notwithstanding any other provision or
interpretation of this Plan, Ferro
may establish a Trust in which to hold
cash, insurance policies or other
assets that may be used to make, or
reimburse Ferro or any other Ferro
Group Company for, payments to the
Participants or Beneficiaries of all
or part of the benefits under this
Plan. Any Trust assets shall at all
times remain subject to the claims of
the general creditors of Ferro or
the Ferro Group Company in the event of
the insolvency of Ferro or the Ferro
Group Company as more fully described
in the Trust.
7.2 Obligation of the Ferro Group
Companies. Notwithstanding the fact that a
Trust may be established under
Section 7.1, the Ferro Group Companies will
remain liable for paying the
benefits under this Plan. However, any payment
of benefits to a Participant or
Beneficiary made by a Trust will satisfy
the appropriate Ferro Group
Company's obligation to make payment to such
person under this Plan.
7.3 Trust Terms. A Trust established
under Section 7.1 may contain any terms as
Ferro may determine to be necessary
or desirable. Ferro may terminate or
amend a Trust established under
Section 7.1 at any time, and in any manner
it deems necessary or desirable,
subject to the terms of any agreement
under which any Trust is established
or maintained.
ARTICLE
VIII
ADMINISTRATION AND
CLAIMS PROCEDURE
8.1 Administrator. The Administrator
will be Ferro, acting by and through
Ferro's Corporate Human Resources
Department, unless the Board of
Directors, acting itself or through
an appropriate committee, designates
otherwise.
8.2 General Rights, Powers, and Duties
of Administrator. The Administrator will
be the Plan administrator under
ERISA. The Administrator will be
responsible for the general
administration of this Plan and will have all
powers as may be necessary to carry
out the provisions of this Plan and
may, from time to time, establish
rules for the administration of this Plan
and the transaction of this Plan's
business. In addition to any powers,
rights and duties set forth
elsewhere in this Plan, it will have the
following powers and duties:
(A)
To enact rules, regulations, and procedures and to prescribe the use
of such forms as it deems
advisable;
(B)
To appoint or employ agents, attorneys, actuaries, accountants,
assistants or other persons
(who may also be Participants in this Plan
or be employed by or represent
a Ferro Group Company) at the expense
of the Ferro Group Companies,
as it deems necessary to keep its
records or to assist it in
taking any other action authorized or
required under this Plan;
(C)
To interpret this Plan, and to resolve ambiguities, inconsistencies
and omissions, to determine any
question of fact, to determine the
right to benefits of,
-9-
<PAGE>
As Amended and
Restated
June 30, 2004
and the amount of benefits, if
any, payable to, any person in
accordance with the provisions
of this Plan and resolve all questions
arising under this Plan;
(D)
To administer this Plan in accordance with its terms and any rules and
regulations it establishes; and
(E)
To maintain records concerning this Plan as it deems sufficient to
prepare reports, returns and
other information required by this Plan
or by law; and
(F)
To direct a Ferro Group Company to pay benefits under this Plan and to
give other directions and
instructions as may be necessary for the
proper administration of this
Plan.
Any decision, interpretation or
other action made or taken by the
Administrator arising out of or in
connection with this Plan, will be
within the absolute discretion of
the Administrator, and will be final,
binding and conclusive on Ferro, all
other Ferro Group Companies, and all
Participants and Beneficiaries and
their respective heirs, executors,
administrators, successors and
assigns. The Administrator's determinations
under this Plan need not be uniform,
and may be made selectively among
Participants, whether or not they
are similarly situated.
8.3 Information to Be Furnished to the
Administrator. A Ferro Group Company
will furnish the Administrator with
such data and information as it may
reasonably require. The records of a
Ferro Group Company will be
determinative of each Participant's
period of employment, termination of
employment, personal data,
Compensation, and data regarding the
contributions made for or on behalf
of the Participant under the Ferro
SSOP. Participants and their
Beneficiaries will furnish to the
Administrator such evidence, data or
information and execute such documents
as the Administrator requests.
8.4 Claim for Benefits. A Participant or
Beneficiary will make all claims for
payment under his Plan in writing to
the Administrator in the manner
prescrib






