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MIDAS EXECUTIVE RETIREMENT PLAN DEFINED BENEFIT RETIREMENT COMPONENT

Employee Benefits Plan Agreement

MIDAS EXECUTIVE RETIREMENT PLAN DEFINED BENEFIT RETIREMENT COMPONENT | Document Parties: MIDAS INC You are currently viewing:
This Employee Benefits Plan Agreement involves

MIDAS INC

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Title: MIDAS EXECUTIVE RETIREMENT PLAN DEFINED BENEFIT RETIREMENT COMPONENT
Governing Law: Delaware     Date: 3/23/2009
Industry: Business Services     Sector: Services

MIDAS EXECUTIVE RETIREMENT PLAN DEFINED BENEFIT RETIREMENT COMPONENT, Parties: midas inc
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Exhibit 10.14

MIDAS EXECUTIVE RETIREMENT PLAN

DEFINED BENEFIT RETIREMENT COMPONENT

(As Amended and Restated

Effective November 11, 2008)


MIDAS EXECUTIVE RETIREMENT PLAN

DEFINED BENEFIT RETIREMENT COMPONENT

TABLE OF CONTENTS

 

 

 

 

  

 

  

PAGE

ARTICLE I INTRODUCTION

  

1

 

Section 1.1

  

Name

  

1

 

Section 1.2

  

Purpose and Intent

  

1

 

Section 1.3

  

Administration of the Plan

  

1

ARTICLE II DEFINITIONS

  

1

 

Section 2.1

  

“409A Change of Control”

  

1

 

Section 2.2

  

“Actuarial Equivalent”

  

2

 

Section 2.3

  

“Beneficiary”

  

2

 

Section 2.4

  

“Board of Directors”

  

2

 

Section 2.5

  

“Change of Control”

  

2

 

Section 2.6

  

“Code”

  

3

 

Section 2.7

  

“Committee”

  

3

 

Section 2.8

  

“Company”

  

3

 

Section 2.9

  

“Compensation”

  

3

 

Section 2.10

  

“Death Benefit”

  

3

 

Section 2.11

  

“Effective Date”

  

4

 

Section 2.12

  

“Employer”

  

4

 

Section 2.13

  

“ERISA”

  

4

 

Section 2.14

  

“Incentive Payment”

  

4

 

Section 2.15

  

“Maximum Annual Benefit Limitation”

  

4

 

Section 2.16

  

“Participant”

  

4

 

Section 2.17

  

“Pension Plan”

  

4

 

Section 2.18

  

“Plan”

  

4

 

Section 2.19

  

“Plan Year”

  

4

 

Section 2.20

  

“Retirement Benefit”

  

4

 

Section 2.21

  

“Specified Employee”

  

4

 

Section 2.22

  

“Termination of Employment”

  

4

ARTICLE III PLAN PARTICIPATION

  

4

 

Section 3.1

  

Eligibility

  

4

 

Section 3.2

  

Participation

  

5

ARTICLE IV AMOUNT OF RETIREMENT AND DEATH BENEFITS

  

5

 

Section 4.1

  

Amount of Retirement Benefit

  

5

 

Section 4.2

  

Amount of Death Benefit

  

5

 

Section 4.3

  

Pre-1998 Benefits

  

6

 

Section 4.4

  

Vesting

  

6


ARTICLE V DISTRIBUTION OF BENEFITS

  

6

 

Section 5.1

  

Termination of Employment

  

6

 

Section 5.2

  

Form of Distribution of Retirement Benefit

  

6

 

Section 5.3

  

Time of Distribution of Retirement Benefit

  

7

 

Section 5.4

  

Payment in the Event of Death

  

7

 

Section 5.5

  

Special Payment Rules

  

7

 

Section 5.6

  

Payment of Retirement Benefit After 409A Change of Control

  

7

ARTICLE VI AMENDMENT OR TERMINATION

  

8

 

Section 6.1

  

Amendment

  

8

 

Section 6.2

  

Plan Termination

  

8

ARTICLE VII MISCELLANEOUS PROVISIONS

  

8

 

Section 7.1

  

Expenses

  

8

 

Section 7.2

  

Indemnification and Exculpation

  

8

 

Section 7.3

  

Funding

  

9

 

Section 7.4

  

Corporate Action

  

9

 

Section 7.5

  

Interests not Transferable

  

9

 

Section 7.6

  

Effect on Other Benefit Plans

  

9

 

Section 7.7

  

Legal Fees and Expenses

  

9

 

Section 7.8

  

Deduction of Taxes from Amounts Payable

  

9

 

Section 7.9

  

Facility of Payment

  

10

 

Section 7.10

  

Merger

  

10

 

Section 7.11

  

Gender and Number

  

10

 

Section 7.12

  

Invalidity of Certain Provisions

  

10

 

Section 7.13

  

Headings

  

10

 

Section 7.14

  

Claims Procedures

  

10

 

Section 7.15

  

Governing Law

  

11

 

ii


MIDAS EXECUTIVE RETIREMENT PLAN

DEFINED BENEFIT RETIREMENT COMPONENT

ARTICLE I

Introduction

Section 1.1 Name . Effective December 31, 1997, Midas International Corporation adopted the Midas Executive Retirement Plan (the “ Plan ”), which was most recently amended and restated effective as of February 2, 1999. Midas, Inc. (the “ Company ”) hereby continues the defined benefit retirement component of the Plan, effective November 11, 2008, amended and restated as set forth herein. The Company also continues the account balance component of the Plan, effective November 11, 2008, amended and restated as set forth in a separate document.

Section 1.2 Purpose and Intent . The portion of the Plan maintained for the purpose of providing benefits to Participants in excess of the limitations on contributions and benefits imposed by Section 415 of the Internal Revenue Code of 1986, as amended (the “ Code ”) is intended to be an “excess benefit plan” as defined in section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”). The remainder of the Plan is intended to be an unfunded, deferred compensation plan for a select group of management or highly compensated employees, as described in sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

Section 1.3 Administration of the Plan . The Committee shall administer the Plan. The Committee’s duties and authority under the Plan shall include (i) the interpretation, in its sole and absolute discretion, of the provisions of the Plan, (ii) the adoption of any rules and regulations which may become necessary or advisable in the operation of the Plan, (iii) the making of such determinations as may be permitted or required pursuant to the Plan, and (iv) the taking of such other action as may be required for the proper administration of the Plan in accordance with its terms. Any decision of the Committee with respect to any matter within the authority of the Committee shall be final, binding and conclusive upon the Company and each other Employer and each Participant, former Participant, Beneficiary, and each person claiming under or through any Participant or Beneficiary, and no additional authorization or ratification by the Board of Directors shall be required. Any action by the Committee with respect to any one or more Participants shall not be binding on the Committee as to any action to be taken with respect to any other Participant. Committee members may be Participants, but no member of the Committee may participate in any decision directly affecting the computation of his or her benefits or rights under the Plan. Each determination required or permitted under the Plan shall be made by the Committee in the sole and absolute discretion of the Committee.

ARTICLE II

Definitions

Section 2.1 “ 409A Change of Control ” means a Change of Control transaction that also constitutes a “change in ownership or effective control of the corporation, or the ownership of a substantial portion of the assets of the corporation” for purposes of Section 409A(a)(2)(A)(v) of the Code and the regulations promulgated thereunder.

 


Section 2.2 “ Actuarial Equivalent ” means an amount equal in value to the benefit replaced as determined (i) in accordance with the terms of the Pension Plan with respect to the determination of any form of benefit other than a single sum, or (ii) with respect to a single sum distribution, by: (A) using an assumed annual discount rate equal to the weekly average, as of the last full week of the fourth calendar month prior to the month containing the date the single sum will be paid, of the Bond Buyer’s Average of 20 Municipal Bonds, rounded to the nearest  1 / 4 %, as published weekly by the Federal Reserve Bank of St. Louis and (B) assuming the payee lives for the duration of his life expectancy where such life expectancy is calculated according to the UP84 Mortality Table.

Section 2.3 “ Beneficiary ” means each person designated, on such form and in accordance with such procedures as the Committee may designate from time to time, by the Participant as beneficiary with respect to continued payment, if any, under an annuity elected by the Participant pursuant to Section 5.2 and the Death Benefit payable hereunder. If a Participant fails to properly designate any Beneficiary or if all such designated persons predecease the Participant, then Beneficiary means the Participant’s estate.

Section 2.4 “ Board of Directors ” means the board of directors of the Company.

Section 2.5 “ Change of Control ” means

(a) the acquisition by any individual, entity or group (a “ Person ”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 25% or more of either (A) the then outstanding shares of common stock of the Company (the “ Outstanding Common Stock ”) or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding, however, the following: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (2) any acquisition by the Company, (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of clause (c) in this definition of Change of Control;

(b) the individuals who, as of the Effective Date, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided that any individual who becomes a director of the Company subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors shall not be deemed a member of the Incumbent Board; or

 

2


(c) the consummation of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a “ Corporate Transaction ”); excluding, however, a Corporate Transaction pursuant to which (A) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 66-  2 / 3 % of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (B) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or the consummation of a plan of complete liquidation or dissolution of the Company.

Section 2.6 “ Code ” means the Internal Revenue Code of 1986, as amended.

Section 2.7 “ Committee ” means the persons who have been designated, from time to time, by the Chief Financial Officer of the Company as members of the Committee to administer the Plan in accordance with Section 1.3 and other provisions of the Plan.

Section 2.8 “ Company ” means Midas, Inc. or any successor entity that by operation of law or any successor entity which affirmatively adopts the Plan and obligations of either with respect to the Plan.

Section 2.9 “ Compensation ” means, f


 
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