JLG Industries, Inc.
Supplemental Executive Retirement Plan
Effective September 6, 2000
(As Amended Effective December 31,
2008)
JLG Industries, Inc.
Supplemental Executive Retirement Plan
TABLE OF CONTENTS
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Page
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Section 1.
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Establishment and Purpose of the
Plan
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1
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1.1.
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Establishment
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1
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1.2.
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Purpose
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1
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Section 2.
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Participation by Eligible
Executives
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1
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2.1.
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Eligible
Executives on Effective Date
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1
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2.2.
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Eligible
Executives After Effective Date
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1
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2.3.
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Written Proof
of Participation Required
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1
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Section 3.
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Accrued
Benefit
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2
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3.1.
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Method of
Determining Accrued Benefit
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2
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3.2.
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Applicable
Percentage
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2
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3.3.
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Final Average
Compensation
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2
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3.4.
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Required
Reductions
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3
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Section 4.
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Retirement
Benefits
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4
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4.1.
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Normal
Retirement Benefit
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4
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4.2.
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Late Retirement
Benefit
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4
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4.3.
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Early
Retirement Benefit
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5
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4.4.
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Vested
Retirement Benefit
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5
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4.5.
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Disability
Retirement Benefit
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5
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4.6.
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Joint &
Survivor Annuity Option
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5
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4.7.
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Lump Sum
Option
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6
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Section 5.
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Preretirement Death Benefits
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6
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5.1.
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Lump Sum
Benefit
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6
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5.2.
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Annuity Options
Available to Spouse Beneficiaries
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6
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Section 6.
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Nature of
Participant’s Interest in Plan
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7
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6.1.
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No Right to
Assets
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7
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6.2.
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No Right to
Transfer Interest
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7
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6.3.
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No Employment
Rights
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7
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6.4.
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Withholding and
Tax Liabilities
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7
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Section 7.
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Administration, Interpretation, and Modification
of Plan
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8
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7.1.
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Plan
Administrator
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8
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7.2.
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Powers of
Committee
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8
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7.3.
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Finality of
Committee Determinations
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8
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7.4.
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Incapacity
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8
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i
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7.5.
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Amendment,
Suspension, and Termination
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8
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7.6.
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Power to
Delegate Board Authority
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8
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7.7.
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Headings
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8
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7.8.
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Severability
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9
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7.9.
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Governing
Law
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9
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7.10.
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Complete
Statement of Plan
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9
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Section 8.
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Terms Used
in the Plan
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9
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8.1.
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Gender and
Number
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9
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8.2.
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Definitions
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9
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Section 9.
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Code Section
409A Grandfathering Provisions
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17
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9.1.
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General
Grandfathering Rule
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17
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9.2.
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409A
Grandfathered Benefit Amount
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17
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9.3.
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Payment of
Grandfathered Benefit Amount
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18
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9.4.
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409A
Non-Grandfathered Benefit Amount
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18
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9.5.
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Compliance with
Internal Revenue Code Section 409A
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21
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APPENDIX A
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Accrued
Benefit of Participants Before September 6, 2000
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22
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A.1.
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Introduction
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22
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A.2.
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Definitions
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22
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A.3.
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Applicable
Percentage
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22
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A.4.
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Final Average
Compensation
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22
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A.5.
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Required
Reductions
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23
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ii
JLG Industries, Inc.
Supplemental Executive Retirement Plan
Effective September 6, 2000
(As Amended Effective December 31,
2008)
Section
1. Establishment and Purpose of the
Plan.
1.1. Establishment .
Effective June 1, 1995, the Company established the Plan for the
benefit of the Participants and, in the case of Participants
described in Section 2.1, for the purpose of replacing their
benefits under the Prior Plan.
1.2. Purpose . The Plan is
an unfunded plan maintained primarily for the purpose of providing
deferred compensation to a select group of management and highly
compensated employees. The Plan provides supplemental retirement
income to Participants in excess of their employer-provided
benefits under certain other plans and arrangements up to the
maximum benefit specified in the Plan. The Plan also provides
supplemental survivor’s income to Participant’s
Beneficiaries.
Section
2. Participation by Eligible
Executives.
2.1. Eligible Executives on
Effective Date . An employee who is an Eligible Executive on
the Effective Date will become a Participant in the Plan beginning
on the Effective Date if he agrees in writing to waive all rights
he may have under the Prior Plan.
2.2. Eligible Executives After
Effective Date . No new Participants shall be admitted to the
Plan after December 31, 2008. An employee who first becomes an
Eligible Executive after the Effective Date will not become a
Participant in the Plan unless the Compensation Committee, in its
sole discretion, permits him to do so. If the Compensation
Committee does permit him to participate in the Plan, the Eligible
Executive will become a Participant in the Plan on the date
specified by the Compensation Committee in its sole
discretion.
2.3. Written Proof of
Participation Required . No employee will become a Participant
in the Plan unless he and the Company execute a copy of the Plan
document recognizing his participation in the Plan. The executed
copy will constitute an agreement between the Company and the
employee that binds both of them to the terms of the Plan. Their
agreement will be binding on their heirs, executors,
administrators, successors, and assigns, both present and future.
The executed copy must be signed on the Company’s behalf by
an authorized officer (other than the employee) and by the employee
on his own behalf. In the case of an employee who becomes a
Participant under Section 2.1, the executed copy will also
constitute his written agreement to waive all rights he may have
under the Prior Plan.
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JLG
Industries, Inc.
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Page 2
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Supplemental
Executive Retirement Plan
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Section 3. Accrued
Benefit.
3.1. Method of Determining
Accrued Benefit.
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(a)
If an individual first became a Participant on or after September
6, 2000, his Accrued Benefit shall be determined as provided in
this Section 3. The Participant’s Accrued Benefit under the
Plan shall be a monthly benefit equal to the Applicable Percentage
of his Final Average Compensation, payable in the form of a
Ten-Year Certain Life Annuity beginning on his Normal Retirement
Date, and reduced in accordance with Section 3.4.
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(b)
The Accrued Benefit of an individual who first became a Participant
before September 6, 2000, shall be determined as provided in
Appendix A of the Plan.
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3.2. Applicable Percentage .
A Participant’s Applicable Percentage is the percentage
specified by the Compensation Committee with respect to the
Participant for purposes of the Plan, as reflected in the written
agreement between the Company and the Participant executed in
accordance with Section 2.3, multiplied by the service fraction
described in the following sentence. Unless a different service
fraction is specified in the written agreement between the Company
and the Participant, the numerator of the service fraction is the
Participant’s Years of Service (not exceeding 20) when his
employment with the Company terminates, and the denominator of the
service fraction is 20.
3.3. Final Average
Compensation . A Participant’s Final Average Compensation
is one-twelfth the average of his Annual Compensation for the 2
consecutive or nonconsecutive calendar years during which the
average of his Annual Compensation is the highest. The Annual
Compensation of a Participant for a calendar year is the amount of
the Participant’s base salary for the calendar year and the
amount of any cash bonus paid to him in the calendar year, each
including (i) amounts that are contributed, at the election of a
Participant, on behalf of the Participant to a cafeteria plan or a
cash or deferred arrangement and not included in the
Participant’s gross income for federal income tax purposes by
reason of section 125, 132(f), or 402(e)(3) of the Code and (ii)
compensation deferred under the JLG Industries, Inc. Executive
Deferred Compensation Plan (or any successor thereto). Annual
Compensation earned more than 10 years before the year in which the
Participant’s employment with the Company terminates is
ignored. Annual Compensation does not include any amount realized
as a result of the grant, modification, or exercise of a stock
option or stock appreciation right; lapse of restriction on
restricted property; or settlement of deferred stock grants or
restricted stock or performance units.
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JLG
Industries, Inc.
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Page 3
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Supplemental
Executive Retirement Plan
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3.4. Required Reductions .
The monthly installments otherwise included in a
Participant’s Accrued Benefit will be reduced as
follows:
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(a)
First, if the Participant elects to begin receiving benefits before
his Normal Retirement Date, his Accrued Benefit will be reduced by
one half of one percent for each month during which benefits are
scheduled to be paid before his Normal Retirement Date.
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(b)
Second, each monthly installment will be reduced by the monthly
amount of a benefit that is the Actuarial Equivalent of all
employer-provided benefits the Participant has received, is
receiving, or is expected to receive under any defined benefit plan
(other than this Plan) maintained by the Company or any entity that
would be aggregated with the Company under section 414(b) or (c) of
the Code. The amount of the Participant’s employer-provided
benefits under other defined benefit plans will be determined as of
the Participant’s Benefit Starting Date. Employer-provided
benefits provided to an alternate payee under a domestic relations
order will be treated as if they were provided to the
Participant.
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(c)
Third, each monthly installment will be further reduced by the
monthly amount of a benefit that is the Actuarial Equivalent of all
employer-provided account balances accumulated on the
Participant’s behalf under any defined contribution plan
maintained by the Company or any entity that would be aggregated
with the Company under section 414(b) or (c) of the Code.
Employer-provided account balances do not include any portion of an
account balance attributable to salary reduction contributions made
by the Participant, regardless of whether the contributions are
made on a pre-tax or an after-tax basis. Account balances will be
determined as of 30 days before the Participant’s Benefit
Starting Date. Distributions previously made from the
Participant’s accounts will be taken into account, plus
interest from the date of distribution. Employer-provided account
balances provided to an alternate payee under a domestic relations
order will be treated as if they were provided to the
Participant.
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(d)
Fourth, each monthly installment will be further reduced by the
monthly amount of a benefit that is the Actuarial Equivalent of the
Participant’s Company Contribution Subaccount (within the
meaning of the JLG Industries, Inc. Executive Deferred Compensation
Plan), if any, and any investment return (or loss) credited to such
subaccount pursuant to section 3.3 of such plan. The balance in the
Participant’s subaccount will be determined as of 30 days
before the Participant’s Benefit Starting Date. Previous
distributions attributable to the Participant’s accounts will
be taken into account, plus interest from the date of
distribution.
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JLG
Industries, Inc.
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Page 4
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Supplemental
Executive Retirement Plan
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(e)
Fifth, after the preceding reductions have been made, each monthly
installment that is scheduled to be made after the Participant
reaches Social Security Retirement Age will be further reduced by
one-half the monthly amount of the federal Social Security old-age
benefit he is entitled to begin receiving on his Social Security
Retirement Age.
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(f)
Sixth, after the preceding reductions have been made, the resulting
monthly installment will be further reduced by multiplying it by
the Participant’s Vested Percentage. The Vested Percentage is
100 percent in the case of a Participant with 5 or more Years of
Service, and zero percent in the case of a Participant with less
than 5 Years of Service. A Participant is deemed to have completed
5 Years of Service if he dies or becomes Disabled, or if a Change
in Control occurs, before his Benefit Starting Date.
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(g)
Seventh, after the preceding reductions have been made, each
monthly installment made during a month for which the Participant
receives benefits under a long-term disability plan maintained by
the Company will be further reduced by the amount of the
employer-provided long-term disability benefit he receives for that
month.
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Section
4. Retirement Benefits.
4.1. Normal Retirement
Benefit . A Participant who retires from service with the
Company on his Normal Retirement Date is entitled to a Normal
Retirement Benefit. Unless he elects otherwise, he will receive his
Normal Retirement Benefit in the form of a Ten-Year Certain Life
Annuity beginning on his Normal Retirement Date. The monthly
installments made under his Normal Retirement Benefit will be the
same as the monthly installments under his Accrued
Benefit.
4.2. Late Retirement Benefit
. A Participant who retires from service with the Company after his
Normal Retirement Date is entitled to a Late Retirement Benefit.
Unless he elects otherwise, he will receive his Late Retirement
Benefit in the form of a Ten-Year Certain Life Annuity beginning on
the first day of the month after he retires from service with the
Company. The monthly installments made under his Late Retirement
Benefit will be the same as the monthly installments under his
Accrued Benefit (except that the Applicable Percentage shall be
determined taking into account his Years of Service through his
retirement date), beginning with the monthly installment for the
month that includes his Late Retirement Date. However, he will not
receive any monthly installments that would have been made under
his Accrued Benefit before his Late Retirement Date, and no
adjustment will be made in his Late Retirement Benefit to reflect
the loss of these installments. For purposes of calculating the
Final Average Compensation of a Participant entitled to a Late
Retirement Benefit, Annual Compensation paid after the
Participant’s Normal Retirement Date will be taken into
account.
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JLG
Industries, Inc.
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Page 5
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Supplemental
Executive Retirement Plan
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4.3. Early Retirement
Benefit . A Participant who retires from service with the
Company on or after age 55 but before his Normal Retirement Date is
entitled to an Early Retirement Benefit. Unless he elects
otherwise, he will receive his Early Retirement Benefit in the form
of a Ten-Year Certain Life Annuity beginning on his Normal
Retirement Date. The monthly installments made under his Early
Retirement Benefit will be the same as the monthly installments
under his Accrued Benefit. However, he may elect to begin receiving
his Early Retirement Benefit on the first day of any month before
his Normal Retirement Date and on or after the date he retires from
service with the Company.
4.4. Vested Retirement
Benefit . A Participant whose employment with the Company
terminates for any reason before age 55 following a Change in
Control is entitled to a Vested Retirement Benefit. Unless he
elects otherwise, he will receive his Vested Retirement Benefit in
the form of a Ten-Year Certain Life Annuity beginning on his Normal
Retirement Date. The monthly installments made under his Vested
Retirement Benefit will be the same as the monthly installments
under his Accrued Benefit. However, he may elect to begin receiving
his Vested Retirement Benefit on the first day of any month before
his Normal Retirement Date and on or after age 55. A Participant
whose employment with the Company terminates for any reason other
than death or Disability before age 55 and before a Change in
Control is not entitled to a Retirement Benefit
4.5. Disability Retirement
Benefit . A Participant who becomes Disabled before his
employment with the Company terminates and before he satisfies the
requirements for another Retirement Benefit under this Section 4 is
entitled to a Disability Retirement Benefit. Unless he elects
otherwise, he will receive his Disability Retirement Benefit in the
form of a Ten-Year Certain Life Annuity beginning on his Normal
Retirement Date. The monthly installments made under his Disability
Retirement Benefit will be the same as the monthly installments
under his Accrued Benefit. However, he may elect to begin receiving
his Disability Retirement Benefit on the first day of any month
before his Normal Retirement Date and on or after age
55.
4.6. Joint & Survivor
Annuity Option . A Participant may elect to receive his
Retirement Benefit in the form of a Ten-Year Certain Joint &
Survivor Annuity rather than a Ten-Year Certain Life Annuity. The
Ten-Year Certain Joint & Survivor Annuity may begin on the
first day of any month on which the Participant is entitled to
begin receiving his Retirement Benefit and will be the Actuarial
Equivalent of the Retirement Benefit that would have been payable
to him in the form of a Ten-Year Certain Life Annuity beginning on
that day. Any election under this Section 4.6 must be made before
the Participant’s Benefit Starting Date and may not be
changed or revoked after that date.
4.7. Lump Sum Option .
Alternatively, a Participant may elect to receive his Retirement
Benefit in the form of a lump sum rather than a Ten-Year Certain
Life Annuity. The lump sum may be paid on the first day of any
month on which the Participant is entitled to begin receiving his
Retirement Benefit and will equal the Actuarial Present Value of
the Retirement Benefit that would have been payable to him in the
form of a Ten-Year Certain Life Annuity beginning on that day. Any
election under this Section 4.7 must be made before the
Participant’s Benefit Starting Date and may not be changed or
revoked after that date.
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JLG
Industries, Inc.
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Page 6
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Supplemental
Executive Retirement Plan
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Section
5. Preretirement Death
Benefits.
5.1. Lump Sum Benefit . If a
Participant dies before his Benefit Starting Date, his Beneficiary
is entitled to a Preretirement Death Benefit, even if the
Participant has not satisfied the requirements for a Retirement
Benefit under Section 4 at the time of his death. Except as
provided in Section 5.2, the Preretirement Death Benefit will be
paid as soon as administratively feasible after the
Participant’s death in the form of a lump sum equal to the
Actuarial Present Value of the first 120 monthly installments that
would have been paid to the Participant under a Ten-Year Certain
Life Annuity that began on the earliest date after his death on
which he could have elected to begin receiving benefits under
Section 4, had he not died.
5.2. Annuity Options Available
to Spouse Beneficiaries . In lieu of the lump sum described in
Section 5.1, a Beneficiary who is married to the Participant at the
time of his death may elect to receive the Preretirement Death
Benefit in the form of either a Single Life Annuity Or a Ten-Year
Certain Fixed Annuity. The Beneficiary may elect to begin receiving
the Single Life Annuity or Ten-Year Certain Fixed Annuity on any
date after the Participant’s death on which the Participant
could have elected to begin receiving benefits under Section 4, had
he not died. Any election under this Section 5.2 must be made
before the Beneficiary’s Benefit Starting Date and may not be
changed or revoked after that date.
Section
6. Nature of Participant’s Interest
in Plan.
6.1. No Right to Assets .
Participation in the Plan does not create, in favor of any
Participant or Beneficiary, any right or lien in or against any
asset of the Company. Nothing contained in the Plan, and no action
taken under its provisions, will create or be construed to create a
trust of any kind, or a fiduciary relationship, between the Company
and a Participant or any other person. The Company’s promise
to pay benefits under the Plan will at all times remain unfunded as
to each Participant and Beneficiary, whose rights under the Plan
are limited to those of a general and unsecured creditor of the
Company.
6.2. No Right to Transfer
Interest . Rights to benefits payable under the Plan are not
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, or encumbrance. However, the Administrative
Committee may permit a Participant or Beneficiary to enter into a
revocable arrangement to pay all or part of his benefits under the
Plan to a revocable grantor trust (a so-called “living
trust”). In addition, the Administrative Committee may
recognize the right of an alternate payee named in a domestic
relations order to receive all or part of a Participant’s
benefits under the Plan, but only if (a) the domestic relations
order would be a “qualified domestic relations order”
within the meaning of section 414(p) of the Code (if section 414(p)
applied to the Plan), (b) the domestic relations order does not
attempt to give the alternate payee any right to any asset of the
Company, (c) the domestic relations order does not attempt to give
the alternate payee any right to receive payments under the Plan at
a time or in an amount that the Participant could not receive under
the Plan, and (d) the amount of the Participant’s benefits
under the Plan are reduced to reflect any payments made or due the
alternate payee.
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JLG
Industries, Inc.
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Page 7
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Supplemental
Executive Retirement Plan
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6.3. No Employment Rights .
No provisions of the Plan and no action taken by the Company, the
Board of Directors, the Compensation Committee, or the
Administrative Committee will give any person any right to be
retained in the employ of the Company, and the Company specifically
reserves the right and power to dismiss or discharge any
Participant.
6.4. Withholding and Tax
Liabilities . The amount of any withholdings required to be
made by any government or government agency will be deducted from
benefits paid under the Plan to the extent deemed necessary by the
Administrative Committee. In addition, the Participant or
Beneficiary (as the case may be) will bear the cost of any taxes
not withheld on benefits provided under the Plan, regardless of
whether withholding is required.
Section
7. Administration, Interpretation, and
Modification of Plan.
7.1. Plan Administrator .
The Administrative Committee will administer the Plan.
7.2. Powers of Committee .
The Administrative Committee’s powers include, but are not
limited to, the power to adopt rules consistent with the Plan; the
power to decide all questions relating to the interpretation of the
terms and provisions of the Plan; and the power to resolve all
other questions arising under the Plan (including, without
limitation, the power to remedy possible ambiguities,
inconsistencies, or omissions by a general rule or particular
decision). The Administrative Committee has discretionary authority
to exercise each of the foregoing powers.
7.3. Finality of Committee
Determinations . Determinations by the Administrative Committee
and any interpretation, rule, or decision adopted by the
Administrative Committee under the Plan or in carrying out or
administering the Plan will be final and binding for all purposes
and upon all interested persons, their heirs, and their personal
representatives.
7.4. Incapacity . If the
Administrative Committee determines that any person entitled to
benefits under the Plan is unable to care for his affairs because
of illness or accident, any payment due (unless a duly qualified
guardian or other legal representative has been appointed) may be
paid for the benefit of such person to his spouse, parent, brother,
sister, or other party deemed by the Administrative Committee to
have incurred expenses for such person.
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JLG
Industries, Inc.
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Page 8
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Supplemental
Executive Retirement Plan
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7.5. Amendment, Suspension, and
Termination . The Board of Directors has the right by written
resolution to amend, suspend, or terminate the Plan at any time.
However, no amendment, suspension, or termination will apply to an
employee who already is a Participant in the Plan without his
express written consent.
7.6. Power to Delegate Board
Authority . The Board of Directors may, in its sole discretion,
delegate to any person or persons all or part of its authority and
responsibility under the Plan, including, without limitation, the
authority to amend the Plan.
7.7. Headings . The headings
used in this document are for convenience of reference only and may
not be given any weight in interpreting any provision of the
Plan.
7.8. Severability . If any
provision of the Plan is held illegal or invalid for any reason,
the illegality or invalidity of that provision will not affect the
remaining provisions of the Plan, and the Plan will be construed
and enforced as if the illegal or invalid provision had never been
included in the Plan.
7.9. Governing Law . The
Plan will be construed, administered, and regulated in accordance
with the laws of the Commonwealth of Pennsylvania, except to the
extent that those laws are preempted by federal law.
7.10. Complete Statement of
Plan . This Plan supersedes the Prior Plan with respect to the
Participants. This Plan contains a complete statement of its terms.
The Plan may be amended, suspended, or terminated only in writing
and then only as provided in Section 7.5. A Participant’s
right to any benefit of a type provided under the Plan will be
determined solely in accordance with the terms of the Plan. No
other evidence, whether written or oral, will be taken into account
in interpreting the provisions of the Plan. Notwithstanding the
preceding provisions of this Section 7.10, for purposes of
determining benefits with respect to a Participant, this Plan will
be deemed to include (a) the provisions of the written agreement
between the Company and the Participant executed in accordance with
Section 2.3, and (b) the provisions of any other written agreement
between the Company and the Participant to the extent such other
agreement explicitly provides for the incorporation of some or all
of its terms into this Plan.
Section
8. Terms Used in the Plan.
8.1. Gender and Number .
Words used in the masculine gender in the Plan are intended to
include the feminine and neuter genders, where appropriate. Words
used in the singular form in the Plan are intended to include the
plural form, where appropriate, and vice versa.
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JLG
Industries, Inc.
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Page 9
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Supplemental
Executive Retirement Plan
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8.2. Definitions . When used
in capitalized form in the Plan, the following words and phrases
have the following meanings, unless the context clearly indicates
that a different meaning is intended:
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“Accrued Benefit” means the benefit
described in Section 3 or Appendix A, whichever is
applicable.
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“Actuarial Equivalent” means the
following: an amount or benefit is the “Actuarial
Equivalent” of, or is “Actuarially Equivalent”
to, another amount or benefit as
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