Exhibit 10.1
INTERNATIONAL PAPER
COMPANY
PENSION RESTORATION PLAN
FOR
SALARIED EMPLOYEES
Effective April 1,
1991
Amended and Restated Effective
January 1, 2009
409A Amendments Effective
January 1, 2005
PREAMBLE
The purpose of this International
Paper Company Pension Restoration Plan for Salaried Employees (the
“Plan”) is to provide for the payment of supplemental
pension benefits, out of the general assets of International Paper
Company (the “Company”), to an eligible salaried
employee in situations where such employee’s full accrued
pension benefits cannot be paid out of the trust established under
the tax-qualified retirement plan or plans sponsored by the Company
or any of its subsidiaries in which such employee participates
because of statutory limitations imposed by Internal Revenue Code
Sections 415 and 401(a)(17) and other statutes and
regulations.
The portion of this unfunded plan
which provides benefits solely as a result of the impact of
Internal Revenue Code Section 415 is an “excess benefit
plan” as defined in Section 3 (36) of the Employee
Retirement Income Security Act of 1974, as amended (and related
provisions of the Internal Revenue Code of 1986, as amended). The
Plan was authorized, effective April 1, 1991, by a resolution
of the Board of Directors of the Company dated April 9,
1991.
Effective January 1, 1993, the
Plan was amended to recognize compensation deferred under a
non-qualified savings plan of the Company or its United States
subsidiaries and awards deferred under the Company’s
Management Incentive Plan.
Effective January 1, 2005, the
Plan was amended to the extent necessary to incorporate the
requirements of Internal Revenue Code Section 409A
(“409A Amendments”). Participants whose benefits under
this Plan commence before January 1, 2009, or who terminate
employment with a vested benefit under this Plan prior to
January 1, 2005, shall have their benefits determined under
this Plan as in effect prior to such 409A Amendments.
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ARTICLE I
DEFINITIONS
1.01 “ Code ”
shall mean the Internal Revenue Code of 1986, as amended from time
to time.
1.02 “ Company ”
shall mean International Paper Company and any successor by merger,
purchase or otherwise.
1.03 “ DCSP ”
shall mean the International Paper Company Deferred Compensation
Savings Plan.
1.04 “ Designated
Retirement Date ” shall be as defined in
Section 4.03.
1.05 “ Effective Date
” shall mean April 1, 1991.
1.06 “ Eligible
Participant ” shall mean any salaried employee of the
Company or any of its United States subsidiaries or affiliated
business entities who is a participant in a Pension Plan on or
after the Effective Date and (i) whose pension benefits
determined on the basis of the provisions of such Pension Plan
(without regard to the limitations of the Code) would exceed the
Maximum Benefit permitted under Sections 415 and 401(a)(17) and
other provisions of the Code or (ii) who has made deferrals
under the DCSP that are not included in the determination of Final
Average Compensation under such Pension Plan, and who is not
eligible for a comparable statutory limitation excess benefit under
any other plan sponsored by the Company or its
subsidiaries.
1.07 “ ERISA ”
shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.08 “ Mandatory Payment
Date ” shall be as defined in
Section 4.04.
1.09 “ Maximum Benefit
” shall mean the monthly equivalent of the maximum benefit
permitted to be paid to or on behalf of an Eligible Participant by
a Pension Plan applying the limitations of Section 415,
401(a)(17) and other provisions of the Code.
1.10 “ Pension Plan
” shall mean the Retirement Plan of International Paper
Company as amended, and any other defined benefit tax-qualified
retirement plan for salaried employees sponsored by the Company or
any of its United States subsidiaries or affiliated business
entities in which an Eligible Participant is a
participant.
1.11 “ Plan ”
shall mean the International Paper Company Pension Restoration Plan
for Salaried Employees as from time to time amended or restated, a
portion of which shall be an unfunded excess benefit plan as
defined in ERISA Section 3(36).
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1.12 “ Specified
Employee ” shall mean a key employee (as defined in Code
Section 416(i) without regard to Code Section 416(i)(5))
determined in accordance with the meaning of such term under Code
Section 409A and the regulations promulgated
thereunder.
1.13 “ Unrestricted
Benefit ” shall mean the maximum monthly benefit payable
to or on behalf of an Eligible Participant, determined on the basis
of the provisions of a Pension Plan without regard to the
limitations imposed under Sections 415 and 401(a)(17) of the Code
or other statutory limitations, and by including in the Pension
Plan’s definition of “Compensation” any
compensation deferred under the DCSP in the calendar year deferred
and any awards under the Company’s Management Incentive Plan
or the xpedx Incentive Plan deferred under the DCSP for the
calendar year earned.
ARTICLE II
VESTING
An Eligible Participant shall vest
in his benefit under the Plan upon the earlier of
(i) completion of five (5) years of Vesting Service, as
such term is defined in the Pension Plan, or (ii) attainment
of age 65.
ARTICLE III
CALCULATION OF BENEFIT
AMOUNT
3.01 Benefit Amount . An
Eligible Participant shall be entitled to a monthly benefit from
this Plan equal to the amount of his Unrestricted Benefit less the
Maximum Benefit payable on his Designated Retirement Date. In
determining the amount of the benefit payable under this Plan,
(i) the early retirement or early commencement reduction
factors in the Pension Plan, if any, shall be applied based on the
Eligible Participant’s age on his Designated Retirement Date
and (ii) the charge for the Pre-Retirement Surviving
Spouse’s Benefit coverage, if applicable, shall be determined
in the same manner as under the Pension Plan as of the Eligible
Participant’s Designated Retirement Date. In the event the
Eligible Participant has not made a valid benefit election by his
Mandatory Payment Date, the charge for the Pre-Retirement Surviving
Spouse’s Benefit coverage, if applicable, shall be determined
based on the last known marital status of the Eligible Participant
following his termination of employment with the
Company.
3.02 Amounts Payable Under
SERP . Benefits paid under Section 5(A) of the
International Paper Company Unfunded Supplemental Retirement Plan
for Senior Managers (“ SERP ”) are not also
payable under this Plan. In the event an Eligible Participant in
this Plan also becomes eligible to participate in the SERP and
receive a benefit calculated under Section 5(B) of the SERP,
such Eligible Participant’s benefit under this Plan shall be
calculated only through the effective date of his SERP
eligibility.
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ARTICLE IV
TIME AND FORM OF
PAYMENT
4.01 Form of Benefit Payment
. Notwithstanding Section 4.05, an Eligible Participant may
elect in writing, prior to the commencement of benefit payments
required in Section 4.04, any of the forms of benefit payment
under this Plan as listed on Appendix A, as it may be amended
from time to time. Once benefit payments commence under this
Section 4.01 or under Section 4.05, whichever is
applicable, the form of payment is irrevocable and cannot be
changed during retirement, except as provided under
Section 5.06 in the case of an Eligible Participant who is not
located by his Mandatory Payment Date and the Plan is later
notified that his death occurred prior to the Mandatory Payment
Date.
4.02 Spousal Consent Not Required
for Married Participants . A married Eligible Participant shall
not be required to obtain consent of his spouse in order to elect
an optional form of payment provided in
Section 4.01.
4.03 Designated Retirement
Date . This Section 4.03 shall apply to any Eligible
Participant whose retirement commences after
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