EXHIBIT 10.1
THE STANDARD REGISTER
COMPANY
NON-QUALIFIED
RETIREMENT PLAN
Amended and Restated
January 1, 2007
TABLE OF
CONTENTS
ARTICLE
PAGE
INTRODUCTION
1
I.
DEFINITIONS
2
II.
PARTICIPATION AND EXCESS
BENEFITS
4
III.
GENERAL
6
IV.
AMENDMENT AND
TERMINATION
10
V.
EVIDENCE OF
ADOPTION
11
INTRODUCTION
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:
(a)
the Participant's
Qualified Plan benefits are limited by Code Section 415 –
maximum allowable annual pension or lump sum payment,
(b)
the compensation used to
compute the Participant's Qualified Plan benefit is limited by Code
Section 401(a)(17) – maximum allowable
compensation,
(c)
the Participant may not
receive special early retirement incentives under the Qualified
Plan due to Code Section 410(b) – nondiscriminatory coverage,
or
(d)
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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ARTICLE I
DEFINITIONS
1.01
Board of
Directors means the Board of Directors of the
Employer.
1.02
Code
means the Internal
Revenue Code of 1986, as amended.
1.03
Committee
means the retirement
committee appointed by the Board of Directors to supervise and
direct the general administration of the Plan.
1.04
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.
1.05
Employer
means The Standard
Register Company, an Ohio corporation.
1.06
ERISA
means the Employee
Retirement Income Security Act of 1974, as amended from time to
time.
1.07
Excess
Benefit means
the benefit provided for under this Plan to Participants in the
Plan.
1.08
Participant means any employee who becomes a
Participant as provided in Section 2.01 of this Plan.
1.09
Qualified
Plan means
The Stanreco Retirement Plan, as it may hereafter be
amended.
1.10
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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ARTICLE II
PARTICIPATION AND
EXCESS BENEFITS
2.01
Eligibility
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.
2.02
Excess
Benefits
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:
(a)
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.
(b)
The Excess Benefit for
employees hired after December 1, 1999 will be determined under the
PEP Formula.
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(c)
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.
(d)
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.
2.03
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
