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Supplemental Executive Retirement Plan

Employee Benefits Plan Agreement

Supplemental Executive Retirement Plan | Document Parties: LB Foster Company You are currently viewing:
This Employee Benefits Plan Agreement involves

LB Foster Company

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Title: Supplemental Executive Retirement Plan
Governing Law: Pennsylvania     Date: 3/13/2009
Industry: Misc. Fabricated Products     Sector: Basic Materials

Supplemental Executive Retirement Plan, Parties: lb foster company
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Exhibit 10.51

ESTABLISHMENT AND PURPOSE

     On December 14, 1994, the Board of Directors of L.B. Foster Company (the “Company”) adopted the L.B. Foster Company Supplemental Executive Retirement Plan (the “Plan”). The Plan was effective January 1, 1994.

     The Plan is intended to constitute a “top hat plan” described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA (i.e., a plan which is unfunded and which is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees). More specifically, the Plan was established to pay supplemental benefits to certain executive employees who qualify for benefits under the L.B. Foster Company 401(k) and Profit Sharing Plan (the “Qualified Plan”). The Plan is unfunded; the Company will make the Plan benefit payments solely from its general assets on a current disbursement basis.

     The principal objective of this Plan is to ensure the payment of a competitive level of benefits in order to attract, retain and motivate selected executives. This Plan is designed to provide retirement benefits lost due to Sections 401(a)(17), 402(g), and 401(a)(4) of the Internal Revenue Code (the “Code”), as well as any other sections of the Code limiting the amount the Company can contribute under the Qualified Plan.

     The Plan was previously amended for compliance with the requirements imposed by Section 409A of the Code, which generally become effective January 1, 2005. This restatement of the Plan document is effective January 1, 2009. The Plan is intended to comply with the requirements of Section 409A of the Code in form and operation, and shall be interpreted in a manner consistent with Section 409A of the Code and regulations promulgated under Section 409A of the Code.

 


 

ARTICLE I

DEFINITIONS

      1.1 “Affiliated Company” means any subsidiary or affiliate of the Company, whether or not such entity has adopted the Plan, and any other entity which is a member of a controlled group as defined under the Code.

      1.2 “Beneficiary” means the person or persons designated by a Participant to receive payment of the Participant’s benefit under this Plan after the Participant’s death. At any time after commencement of participation, a Participant may designate a Beneficiary to receive the benefit from this Plan in the event of the Participant’s death. A Participant may change his or her designated Beneficiary at any time. A Participant may designate any person or persons as Beneficiaries. Unless otherwise provided in the Beneficiary designation form, each designated Beneficiary shall be entitled to equal shares of the benefits payable after the Participant’s death. If a Participant fails to designate a Beneficiary, or if no designated Beneficiary survives the Participant for a period of fifteen (15) days, the Participant’s surviving Spouse shall be the Beneficiary. If the Participant has no surviving Spouse, or if the surviving Spouse does not survive the Participant for a period of fifteen (15) days, the estate of the Participant shall be the Beneficiary.

      1.3 “Board of Directors” means the Board of Directors of the Company.

      1.4 “Code” means the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time.

      1.5 “Committee” means the Compensation Committee of the Board of Directors, or any successor committee to which duties similar to those of the Compensation Committee have been delegated by the Board of Directors.

      1.6 “Company” means the L.B. Foster Company, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, as well as any Affiliated Company which the Board of Directors has designated as eligible to adopt the Plan.

      1.7 “Compensation” means Compensation as defined in the Qualified Plan, but subject to the following adjustments:

          (a) Compensation will not include any compensation paid in the form of shares of stock of the Company, any amount realized from the exercise of a stock option, any amount realized when restricted stock held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, or any other compensation based on the value of stock of the Company or convertible into stock of the Company.

          (b) Compensation will not include any compensation paid under any incentive plan of the Company under which the amount of the compensation is determined based on a measuring period in excess of twelve months.

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      1.8 “Disability” means the condition of a Participant who:

          (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

          (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

      1.9 “Early Retirement Date” means the first day of the month immediately following the month in which a Participant attains age 55.

      1.10 “Effective Date” means the effective date of this Plan. The Plan was originally effective January 1, 1994. This restatement of the Plan is effective January 1, 2009.

      1.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and as it may be further amended from to time.

      1.12 “Key Employee” means a Participant who is a key employee as defined in Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations under that section but disregarding Subsection 416(i)(5)).

      1.13 “Normal Retirement Date” means the first day of the month immediately following the month in which a Participant attains age 65.

      1.14 “Participant” means an employee of the Company who becomes and remains a Participant as provided in Article II.

      1.15 “Plan” means this Supplemental Executive Retirement Plan.

      1.16 “Plan Administrator” means the Committee.

      1.17 “Plan Sponsor” means the Company.

      1.16 “Qualified Plan” means the L.B. Foster Company 401(k) and Profit Sharing Plan, or such other defined contribution plan meeting the requirements of Section 401(a) of the Code as may be maintained by the Company and covering Participants in this Plan from time to time.

      1.17 “Separation From Service” means any event which constitutes a separation from service within the meaning of Treasury Regulation Section 1.409A-1(h). For this purpose, a separation from service will be deemed to have occurred where the facts and circumstances indicate that the Company and the Participant reasonably anticipated that (a) no further services would be performed by the Participant for the Company after a certain date, or (b) the level of bona fide services the Participant would perform after such date (whether as an employee or independent contractor) would permanently decrease to a level less than fifty percent (50%) of

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the average level of bona services performed (whether as an employee or independent contractor) over the immediately preceding period of thirty-six (36) months (or over the full period of services to the Company if the Participant has been providing services to the Company for a period of less than 36 months).

      1.18 “Spouse” means the lawful spouse of a Participant at the earlier of the Participant’s date of death or the date benefits commence to the Participant under the Plan.

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