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Exhibit 10.3
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STANDARD COMMERCIAL CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
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This
agreement made and entered into this 27 th day of
March , 1990 , by Standard Commercial Corporation, a
corporation organized and existing user the laws of the State of
North Carolina, shall be effective the 1 st day
of April , 1989 .
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PREAMBLE
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The
principal objective of this Plan is to restore to Participants any
benefits that would otherwise be lost to them under the Standard
Commercial Corporation Defined Benefit Pension Plan because of
limitations imposed by Section 415 and 401 (a) (17) of the Internal
Revenue Code.
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SECTION I
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DEFINITIONS
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Except
as noted below, all words or phrases used herein shall have the
same meaning as is attributed to them in Article I of the Basic
Plan.
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1.01
BASIC PLAN - The words “Basic Plan” mean the
Standard Commercial Corporation Defined Benefit Pension Plan as it
may be amended from time to time or any successor thereto.
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1.02
BOARD - The word “Board” means the Board of
Directors of Standard Commercial, and to the extent allowed by the
Articles of Incorporation of the Company, action by the Board may
be taken by the Executive Committee.
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1.03
CODE - The word “Code” means the Internal
Revenue Code of 1986, as amended.
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1.04
COMPANY - The word “Company” means Standard
Commercial Corporation and any successor thereto and any other
company which is authorized by the Board to adopt the Plan and
which, by direction of its board of directors or highest executive
authority, adopts the Plan by executing a participation
agreement.
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1.05
ERISA - The word “ERISA” means the Employee
Retirement Income and Security Act of 1974, as amended.
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-1-
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1.06
EXCESS PENSION PLAN BENEFIT - The words “Excess
Pension Plan Benefit” mean a monthly pension, or the
actuarial equivalent thereof, equal to the benefit (as defined in
Article IV of the Basic Plan) which would have been payable to the
Participant from the Basic Plan had the limitations imposed by
Section 415 and 401 (a) (17) of the Code not applied, less the
actual benefit payable from the Basic Plan or the actuarial
equivalent thereof.
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1.07
PARTICIPANT - The word “Participant” means an
employee of the Company who is eligible to participate in the Plan
in accordance with Section 3.02 and who elects to participate.
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1.08
PLAN - The word “Plan” means the Standard
Commercial Corporation Supplemental Retirement Plan.
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SECTION II
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BENEFITS
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2.01 A
Participant will be entitled to receive Excess Pension Plan
Benefits under this Plan which may increase or decrease from time
to time and which shall be payable at the same time and in the same
manner as are his benefits under the Basic Plan. If Section
415 prohibits any benefits from being paid from the Basic Plan,
this Plan shall provide all the benefits the Basic Plan would have
provided under the same conditions.
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SECTION III
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MISCELLANEOUS
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3.01
ADMINISTRATION. Full power and authority to construe,
interpret, and administer the Plan shall be vested in the
Administrative Committee (the “Committee”) appointed by
the Board. The Committee shall have the authority to make
determinations provided for or permitted to be made under the Plan,
to interpret the Plan, and to promulgate such rules and
regulations, if any, as the Committee considers necessary and
appropriate for the implementation of the Plan.
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3.02
ELIGIBILITY AND PARTICIPATION. The Company, in
its sole discretion, shall establish eligibility qualifications for
participation in the Plan, provided the Company may designate such
authority to any person, persons or entity. Participation
shall be limited to key executives and a select group of highly
compensated employees of the Company, as such terms are defined in
ERISA.
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-2-
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3.03
NON-ALIENATION. Neither a Participant nor anyone
claiming through him shall have any right to commute, sell, assign,
transfer or otherwise convey the right to receive any payments
hereunder, which payments and the rights thereto hereby are
expressly declared to be non-assignable and non-transferable, nor
shall any such right to receive payments hereunder be subject nor
shall any such right to receive payments hereunder be subject to
the claims of creditors of a Participant or anyone claiming through
him to any legal, equitable, or other proceeding or process for the
enforcement of any claims..
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3.04
TAX WITHHOLDING. The Company may withhold from
any payment made by it under the Plan such 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 income tax act or for purposes of paying any estate,
inheritance or other tax attributable to any amounts payable
hereunder.
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3.05
NON-SECURED PROMISE. The rights under this Plan of a
Participant and any person or entity claiming through him shall be
solely those of an unsecured, general creditor of the Company.
Any asset acquired or held by the Company shall not be deemed
to be held by the Company for or on behalf of a Participant, or any
other person, or to be security for the performance of any
obligations hereunder of the Company, but shall, with respect to
this Plan, be and remain a general, unpledged, unrestricted asset
of the Company.
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3.06
INDEPENDENCE OF PLAN. Except as otherwise expressly provided
herein, this Plan shall be independent of, and in addition to, any
other employment agreement or employment benefit agreement or plan
or rights that may exist from time to time between the parties
hereto. This Plan shall not be deemed to constitute a
contract of employment between the Company and a Participant, nor
shall any provision hereof restrict the right of the Company to
discharge a Participant, or restrict the right of a Participant to
terminate his employment with the Company.
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3.07
PLAN INTERPRETATION. The Paragraph headings used in this
Plan are for convenience or reference only and shall not be
considered in construing this Plan. The masculine gender,
where appearing in the text of the Plan will be deemed to include
the feminine gender, and the singular may include the plural,
unless the context clearly indicates the contrary.
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-3-
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3.08
RESPONSIBILITY FOR LEGAL EFFECT. Neither the Committee nor
the Company makes any representations or warranties, express or
implied, or assumes any responsibility concerning the legal, tax,
or other implications or effects of this Plan.
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3.09
COMMITTEE DETERMINATIONS FINAL. Each determination provided
for in the Plan with respect to its operation, interpretation and
administration, shall be made in the absolute discretion of the
Committee. Any such determination shall be binding on all
persons.
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3.10
AMENDMENT. The Company may, in its sole discretion amend the
Plan from time to time. No such amendment shall reduce a
Participant’s or a Beneficiary’s benefits under the
Plan to an amount less than an amount that he would have been
entitled to under the Plan on the later of the date the amendment
is adopted or made effective, as if the Plan had been terminated on
that date.
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3.11
TERMINATION AT THE COMPANY’S OPTION. Notwithstanding
any other provision of this Plan, the Company may terminate this
Plan at any time if the Company, in its sole and absolute
discretion, determines that any change in federal or state law, or
judicial or administrative interpretation thereof, has materially
affected the Company’s cost of providing the benefits
otherwise payable under this Plan, or for any other reason
whatsoever. Upon such termination, the sole amount payable to
a Participant shall be calculated as if the Participant terminated
employment on the date the Plan terminated, and shall be paid in a
lump sum as soon as administratively possible after the termination
of the Plan.
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3.12
SUCCESSORS, ACQUISITIONS, MERGERS, CONSOLIDATIONS. The terms
and conditions of this Plan shall inure to the benefit of and bind
the Company, the Participants, their successors, assigns, and
personal representatives. The Company agrees that it will not
merge, consolidate, or otherwise be acquired by any other business
entity unless and until the surviving business entity shall
expressly assume and confirm in writing the obligations of the
Company under this Agreement.
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3.13
CONTROLLING LAW. The Plan shall be construed in accordance
with the laws of the state of North Carolina to the extent not
preempted by laws of the United States of America,
including ERISA.
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SECTION IV
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4.01
CLAIMS PROCEDUIRE. Any claim by a Participant or his
beneficiary (hereinafter "Claimant") for benefits shall be
submitted to the Committee. The Committee shall be
responsible for deciding whether such claim is within the scope
provided by the Plan (a "Covered Claim") or is otherwise subject to
payment pursuant to the terms of any Plan, and for providing full
and fair review of the decision on such claim. In addition,
the Committee shall provide a full and fair review in accordance
with ERISA, including without limitation Section 503 thereof.
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-4-
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4.02
CONTENTS OF CLAIM. Each Claimant or other interested person
shall file with the Committee such pertinent information as the
Committee may specify, and in such manner and form as the Committee
may specify or provide, and
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