This Employee Benefits Plan Agreement involves
Title: THE STANDARD REGISTER COMPANY NON-QUALIFIED RETIREMENT PLAN
Governing Law: Ohio Date: 3/6/2009
Industry: Office Supplies Sector: Consumer/Non-Cyclical
THE STANDARD REGISTER COMPANY
NON-QUALIFIED RETIREMENT PLAN
Amended and Restated January 1, 2007
TABLE OF CONTENTS
PARTICIPATION AND EXCESS BENEFITS
AMENDMENT AND TERMINATION
EVIDENCE OF ADOPTION
Effective January 1, 1987, The Standard Register Company (hereinafter referred to as the "Employer"), adopted The Standard Register Company Non-Qualified Retirement Plan (hereinafter referred to as the "Plan"). Since its adoption, the Plan has been amended from time to time and is completely restated in this document as January 1, 2007, except as otherwise provided herein.
Participants in the Plan who terminated employment prior to January 1, 2005 who had a vested interest in their Plan benefit on termination of employment shall be entitled to their Plan benefit and such benefit shall be paid at the time and in the form in accordance with the terms of the Plan as in effect prior to October 3, 2004.
Effective June 29, 2008, the Plan was “frozen.” Effective June 29, 2008, no new employees may become participants in the Plan, and no Participants will accrued additional benefits after June 29, 2008. Notwithstanding the freeze, Participants benefits will be paid in accordance with the Plan.
The Plan is completely separate from The Stanreco Retirement Plan (hereinafter referred to as the "Qualified Plan") and is not qualified for special tax treatment under the Internal Revenue Code.
The purpose of this Plan is to restore retirement benefit payments to those eligible employees who retire under the Qualified Plan and whose retirement benefits under said Qualified Plan will be reduced by the limitations imposed by the Internal Revenue Code of 1986. This Plan restores benefits that may not be provided by the Qualified Plan due to the following circumstances:
the Participant's Qualified Plan benefits are limited by Code Section 415 – maximum allowable annual pension or lump sum payment,
the compensation used to compute the Participant's Qualified Plan benefit is limited by Code Section 401(a)(17) – maximum allowable compensation,
the Participant may not receive special early retirement incentives under the Qualified Plan due to Code Section 410(b) – nondiscriminatory coverage, or
the Participant makes voluntary salary deferrals to the Employer's Deferred Compensation Plan which may not be used to compute the Qualified Plan benefits.
The Employer, by action of its Board of Directors, reserves the right at any time and from time to time, to terminate, modify or amend, in whole or in part, any or all provisions of the Plan, including specifically the right to make any such amendments effective retroactively. No amendment or termination of the Plan shall reduce a Participant's benefit under this Plan earned prior to the date of amendment or termination.
Nothing contained in this Plan shall be deemed to give any Participant or employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant or employee at any time regardless of the effect which such discharge shall have upon him as a Participant of the Plan.
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Board of Directors means the Board of Directors of the Employer.
Code means the Internal Revenue Code of 1986, as amended.
Committee means the retirement committee appointed by the Board of Directors to supervise and direct the general administration of the Plan.
Effective Date means January 1, 1987, except as otherwise provided herein. The Plan has been administered in accordance with Section 409A of the Code since January 1, 2005. The Plan was restated as of January 1, 2007, but various provisions of the Plan have earlier and later effective dates.
Employer means The Standard Register Company, an Ohio corporation.
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
Excess Benefit means the benefit provided for under this Plan to Participants in the Plan.
Participant means any employee who becomes a Participant as provided in Section 2.01 of this Plan.
Qualified Plan means The Stanreco Retirement Plan, as it may hereafter be amended.
Change in Control means a change in the ownership of the Employer a change in the effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer, all of a character within the meaning of Section 409A(a)(2)(A)(v) of the Code and controlling Department of the Treasury regulations.
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PARTICIPATION AND EXCESS BENEFITS
Each employee of the Employer who is a Participant in the Qualified Plan, whose benefits thereunder are limited by the Code shall be a Participant in this Plan. Upon termination of employment, death or retirement on or after the Effective Date, Participants will be eligible for benefits in accordance with Section 2.02 of this Plan.
Effective June 29, 2008, no new employee shall become a Participant in the Plan.
Each Participant shall make the required contributions to the Qualified Plan. No contributions are required to this Plan because the Qualified Plan’s contributions are based upon a Participant’s total compensation while the benefit is based upon a lesser compensation as limited by the Code. This Plan restores benefits attributable to the compensation which is over Code limits as described in this Plan’s Introduction Section.
Effective July 1, 2000, notwithstanding the preceding paragraphs, the Plan shall not provide benefits to any employee who is eligible for benefits under the non-qualified Uarco Incorporated Supplemental Executive Retirement Plan. Further, the Plan shall not provide benefits to any employee relative to the benefit formula contained in the tax-qualified Uarco Retirement Plan which has been merged into the Qualified Plan.
Termination of employment means a separation from service as such term is defined in the Treasury Regulations under Section 409A of the Code. Whether a termination of employment has occurred shall be determined by the Committee in accordance with Section 409A and the Treasury Regulations under Section 409A of the Code.
Upon a Participant's retirement, death or termination of employment with the Employer on or after the Effective Date, any benefit which otherwise would have been provided to him under the Qualified Plan, but which may not be provided to him because of the limitations imposed by the Code and/or ERISA as described in this Plan’s Introduction Section, shall be calculated and, if appropriate, commuted to its actuarially equivalent monthly benefit or lump sum value using the actuarial assumptions stated in the Qualified Plan. Such Excess Benefit shall be the full amount of any benefit produced for the Participant by the Qualified Plan's formula, less the maximum amount of said benefit that can be provided under the Qualified Plan in accordance with the limitations imposed by the Code and/or ERISA as described in this Plan’s Introduction Section. In addition, the following special provisions shall apply in calculating the benefits payable under this Plan:
The Excess Benefit for employees who were hired before December 1, 1999 will be determined under the formula elected by the Participant, either the Traditional Formula or the PEP Formula, in the Qualified Plan.
The Excess Benefit for employees hired after December 1, 1999 will be determined under the PEP Formula.
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Effective January 1, 1998, compensation used to determine benefits under this Plan will include the Participant's voluntary salary deferrals to the Employer's Deferred Compensation Plan.
For active Participants on June 28, 2008, Excess Benefits will be determined as if the Participant terminated employment on June 28, 2008. No Participant shall accrue any benefit after June 28, 2008.
Payment of Benefits
The provisions of this Section are effective December 31, 2008. A Participant's Excess Benefit shall be payable to the Participant or the Participant's beneficiary in a single lump sum in full settlement of his Plan benefit.
Such single sum shall be paid to a Participant who is not a specified employee on the first of the month following the later of termination of employment or early retirement eligibility under the Qualified Plan. Actual payment shall be made no later than 90 days after payment is due.
Such single sum shall be paid to a Participant who is a specified employee at the time of distribution on the first day of the seventh month following termination of employment or if later the first day of the month following eligibility for payment of an early retirement benefit under the Qualified Plan. Actual payment shall be made no later than 90 days after the payment is due.
A specified employee
within the meaning of Section 409A(a)(2)(B)(i) of the Code is an
key employee of the Employer within the meaning of Section
416(i)(1)(A)(i), (ii) or (iii) of the Code where (i) is an
officer of the Employer with Section 415(c)(3) of the Code
compensation in excess of $130,000, as indexed in accordance with
Section 415(d) of the
Code - for 2008, the indexed amount is $150,000, and for 2009, the indexed amount is $160,000, (ii) is a five percent owner of the Employer and (iii) is a one percent owner of the
Employer with compensation from the Employer of more than $150,000. If a Participant is a specified employee on the specified employee identification date (each December 31), he is a specified employee for the twelve month period beginning on the specified employee effective date (the April 1following the specified employee identification date), e.g., an officer with $150,000 in compensation for the twelve month period ending December 31, 2008 shall be a specified employee for the period April 1, 2009 through March 31, 2010. Section 415(c)(3) compensation means compensation as defined in Treasury Regulation 1.415(c)-2(d)(4), plus amounts that would be included in wages but for an e