THOMAS
& BETTS CORPORATION
EXECUTIVE
RETIREMENT PLAN
As
Amended and Restated Effective January 1, 2005
(Including
Amendments Adopted through December 3, 2008)
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
1.01
“Actuarial Equivalent”
|
|
|
1
|
|
1.02
“Affiliated Company”
|
|
|
1
|
|
1.03
“Average Monthly Compensation”
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
1.06
“Board of Directors”
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
3
|
|
1.12
“Early Retirement Date”
|
|
|
3
|
|
|
|
|
|
3
|
|
|
|
|
|
3
|
|
1.15
“Grandfathered Benefit”
|
|
|
3
|
|
1.16
“Normal Retirement Date”
|
|
|
3
|
|
|
|
|
|
3
|
|
|
|
|
|
3
|
|
|
|
|
|
4
|
|
1.20
“Section 409A Benefit”
|
|
|
4
|
|
1.21
“Separation from Service”
|
|
|
4
|
|
1.22
“10-Year Certain and Life Annuity”
|
|
|
4
|
|
|
|
|
|
|
|
ARTICLE
II. AMOUNT AND PAYMENT OF BENEFITS
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
2.02
Amount of Normal Retirement Benefit
|
|
|
4
|
|
2.03
Amount of Early Retirement Benefits
|
|
|
5
|
|
2.04
Form and Time of Payment for a Grandfathered Benefit
|
|
|
5
|
|
2.05
Form and Time of Payment for Section 409A Benefit —
Termination On Or After Early Retirement Date
|
|
|
6
|
|
2.06
Termination Prior to Early Retirement Date
|
|
|
7
|
|
2.07
Pre-Retirement Death Benefit
|
|
|
8
|
|
2.08
Restoration of Service
|
|
|
8
|
|
2.09
Designation of Beneficiary
|
|
|
8
|
|
2.10
Receipt of Single-Sum Payment
|
|
|
9
|
|
|
|
|
|
|
|
ARTICLE
III. GENERAL PROVISIONS
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
9
|
|
3.03
No Contract of Employment
|
|
|
10
|
|
-i-
Table
of Contents
(continued)
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
10
|
|
|
|
|
|
10
|
|
|
|
|
|
10
|
|
3.07
Forfeiture for Cause
|
|
|
10
|
|
|
|
|
|
11
|
|
|
|
|
|
11
|
|
|
|
|
|
12
|
|
|
|
|
|
12
|
|
3.12
Acceleration of Payment
|
|
|
12
|
|
|
|
|
|
12
|
|
|
|
|
|
13
|
|
3.15
Nature of Obligation
|
|
|
13
|
|
|
|
|
|
13
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
ARTICLE
IV. AMENDMENT, TERMINATION, OR PARTICIPANT REMOVAL
|
|
|
16
|
|
-ii-
THOMAS
& BETTS CORPORATION
EXECUTIVE
RETIREMENT PLAN
(As
Amended and Restated Effective January 1, 2005)
(Including
Amendments Adopted through December 3, 2008)
Thomas
& Betts Corporation (the “Company”) has adopted and
maintained this Executive Retirement Plan (“Plan”),
originally effective as of September 2, 1992, and as
subsequently amended on December 16, 1993, February 5,
1997, June 4, 1997, December 1, 1999, June 7, 2000,
December 5, 2000, September 3, 2003 and February 4,
2004, to provide additional retirement income and death benefit
protection to certain officers of the Company in recognition of
their contribution to the Company in carrying out senior management
responsibilities.
The
Company now desires to amend and restate the Plan in order to
(i) incorporate all amendments and modifications made to the
Plan up through and including December 3, 2008, and
(ii) ensure that the provisions of the Plan comply with
Section 409A of the Internal Revenue Code of 1986, as amended,
and the related final Treasury Department regulations issued
thereunder. The terms and conditions of participation and benefits
under this Plan, as amended, are set out in this
document.
All
benefits payable under this Plan, which is intended to constitute a
non-qualified, unfunded deferred compensation plan for a select
group of management employees under Title I of the Employee
Retirement Income Security Act of 1974, as amended
(“ERISA”), shall be paid out of the general assets of
the Company.
|
1.01
|
|
“Actuarial Equivalent”
shall mean the equivalent value when computed based on the UP-84
Mortality Table and an interest rate equal to 100 percent of
the interest rate which would be used by the Pension Benefit
Guaranty Corporation (under the pre-November 1, 1993
methodology) for valuing immediate annuities for single employer
plans that terminate on the first day of the month in which the
Eligible Employee’s Benefit payments commence (the
“PBGC Interest Rate”).
|
|
|
|
|
|
1.02
|
|
“Affiliated Company”
shall mean any company not participating in the Plan which is a
member of a controlled group of corporations (as defined in Section
414(b) of the Code) which also includes as a member the Company;
any trade or business under common control (as defined in Section
414(c) of the Code) with the Company; any organization (whether or
not incorporated) which is a member of an affiliated service group
(as defined in Section 414(m) of the Code) which includes the
Company; and any other entity required to be aggregated with the
Company pursuant to regulations under Section 414(o) of the
Code.
|
|
1.03
|
|
“Average Monthly Compensation”
shall mean the average monthly Compensation of an Eligible Employee
during any sixty (60) consecutive months during his employment
with the Company or an Affiliated Company affording the highest
such average. For purposes of determining Average Monthly
Compensation, noncontiguous months of employment interrupted by
periods of fewer than twelve (12) months in which the Employee
is not employed shall be treated as consecutive. If the Eligible
Employee has fewer than 60 consecutive full months of employment,
Average Monthly Compensation shall mean the monthly average for all
full months of employment completed by such Eligible Employee.
Notwithstanding the foregoing, if an Eligible Employee has
noncontiguous periods of employment and his most recent period of
employment commenced at least twelve (12) full calendar months
after the last day of his immediate prior period of employment, his
Average Monthly Compensation shall be determined solely on the
basis of his most recent period of employment.
|
|
|
|
|
|
1.04
|
|
“Beneficiary”
shall mean the person or persons designated by an Eligible Employee
as beneficiary in a time and manner determined by the Committee. If
the Eligible Employee fails to designate a Beneficiary or if the
Beneficiary predeceases the Eligible Employee, the Eligible
Employee’s spouse shall be the Beneficiary or if no spouse
survives the Eligible Employee, the Eligible Employee’s
estate shall be the Beneficiary. An Eligible Employee may change
his designated Beneficiary in a time and manner determined by the
Committee.
|
|
|
|
|
|
1.05
|
|
“Benefit”
shall mean the amounts payable under Article 2 of this Plan,
including the Grandfathered Benefit and the Section 409A
Benefit.
|
|
|
|
|
|
1.06
|
|
“Board of Directors”
shall mean the Board of Directors of Thomas & Betts
Corporation.
|
|
|
|
|
|
1.07
|
|
“Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time.
|
|
|
|
|
|
1.08
|
|
“Committee”
shall mean the Company’s Compensation Committee of the Board
of Directors, any successor or substitute committee thereto, or,
during any period of time when no such committee is in existence,
the Company’s entire Board of Directors.
|
|
|
|
|
|
1.09
|
|
“Company”
shall mean the Thomas & Betts Corporation or any successor by
merger, purchase or otherwise, with respect to its employees and
such Affiliated Companies authorized by the Board of Directors, on
such terms and conditions as the Board may determine, to
participate in the Plan.
|
|
|
|
|
|
1.10
|
|
“Compensation”
shall mean the base cash compensation paid to an Eligible Employee
in respect of each month for services rendered to the Company by
such Eligible Employee, plus the amount paid pursuant to the
provisions of the Executive Incentive Plan and the Management
Incentive Plan or such substitute or similar plans, determined
prior to any pre-tax contributions under a “qualified cash or
deferred arrangement” (as defined under Section 401(k) of the
Code and its applicable regulations) or under a “cafeteria
plan” (as defined under Section 125 of the Code and its
applicable regulations) and prior to any amount which an Eligible
Employee has elected to defer under the Thomas & Betts
Supplemental Executive Investment Plan.
|
- 2 -
|
1.11
|
|
“Credited Service”
shall mean with respect to an Eligible Employee service determined
pursuant to the provisions of Section 2.9 (or any successor
thereto) of the Retirement Plan. If an Eligible Employee, who
either has received a lump sum distribution from the Plan or is
receiving a monthly payment from the Plan is subsequently rehired
and resumes participation in the plan, his Credited Service
attributable to his employment prior to his rehire shall be
disregarded in determining the amount of his Benefit which accrues
subsequent to his rehire. His Credited Service attributable to
employment both before and after his rehire shall, however, be
taken into account in determining whether he has satisfied the
service eligibility requirements for a Benefit under the Plan.
Notwithstanding the foregoing, an Eligible Employee may, subject to
the approval by the Committee, be granted additional months or
years of age or of Credited Service for purposes of determining the
amount of Benefit under the Plan or for purposes of satisfying the
service eligibility requirements necessary for a Benefit under the
Plan or both. The number of months or years of age or of Credited
Service so granted, if any, shall be set forth in
Appendix A.
|
|
|
|
|
|
1.12
|
|
“Early Retirement Date”
shall mean the first day of the calendar month following an
Eligible Employee’s 55
th
birthday, or the Eligible Employee’s 50
th
birthday if such Eligible Employee commenced employment with the
Company prior to December 1, 1997. For purposes of determining
whether employment commenced prior to December 1, 1997,
“Company” shall not include Augat Inc. or any
Affiliated Company which became authorized to participate in this
Plan after November 30, 1997.
|
|
|
|
|
|
1.13
|
|
“Effective Date”
shall mean September 2, 1992, for the Plan as originally
effective, and January 1, 2005 for the Plan as amended and
restated herein.
|
|
|
|
|
|
1.14
|
|
“Eligible Employee”
shall mean an employee who occupies a position of senior management
with the Company who has been approved by the Committee and who is
listed on Appendix A, as amended from time to time by the
Committee.
|
|
|
|
|
|
1.15
|
|
“Grandfathered Benefit”
shall mean that portion of the Benefit under the Plan as in effect
on October 3, 2004 which was earned and vested (within the
meaning of Treas. Reg. §1.409A-6(a) or any successor thereto)
as of December 31, 2004.
|
|
|
|
|
|
1.16
|
|
“Normal Retirement Date”
shall mean the first day of the calendar month following an
Eligible Employee’s 65
th
birthday.
|
|
|
|
|
|
1.17
|
|
“Plan”
shall mean the Thomas & Betts Corporation Executive Retirement
Plan, as amended from time to time.
|
|
|
|
|
|
1.18
|
|
“Retiree”
shall mean an Eligible Employee who (i) has completed five or
more years of Credited Service, (ii) has reached either his
Early Retirement Date or his Normal Retirement Date, and
(iii) either voluntarily or upon the Company’s request
or demand terminates employment with the Company and all Affiliated
Companies, or with respect to any Section 409A Benefit, has a
Separation from Service after becoming a Retiree.
|
- 3 -
|
1.19
|
|
“Retirement Plan”
shall mean Part A of the Thomas & Betts Pension Plan, as
amended from time to time.
|
|
|
|
|
|
1.20
|
|
“Section 409A Benefit”
shall mean that portion of the Benefit under this Plan in excess of
the Grandfathered Benefit.
|
|
|
|
|
|
1.21
|
|
“Separation from Service”
shall mean an Eligible Employee’s termination of employment
within the meaning of Treas. Reg. §1.409A-1(h) or any
successor thereto.
|
|
|
|
|
|
1.22
|
|
“10-Year Certain and Life Annuity”
shall mean an annuity which provides monthly payments to the
Retiree for his lifetime with a guaranteed minimum of one hundred
twenty (120) monthly payments; provided ,
however , solely with respect to the Grandfathered Benefit,
if the Retiree dies prior to receiving the full one hundred twenty
(120) monthly payments, the remainder of the guaranteed
payments shall be commuted and paid in one lump sum to the
Beneficiary in full discharge of the obligation of the
Plan.
|
ARTICLE
II. AMOUNT AND PAYMENT OF BENEFITS
|
2.01
|
|
Payment of Benefit
|
|
|
|
|
|
|
|
Except as otherwise provided, a Benefit shall be payable by the
Company only with respect to an Eligible Employee who becomes a
Retiree, subject to the provisions of Section 3.07. Such
Benefit shall be payable from the general assets of the
Company.
|
|
|
|
|
|
2.02
|
|
Amount of Normal Retirement Benefit
|
|
|
|
|
|
|
|
The monthly amount of the Benefit payable in the form of a 10-Year
Certain and Life Annuity on or after an Eligible Employee’s
Normal Retirement Date shall be equal to:
|
|
|
(a)
|
|
2.5 percent of the Eligible Employee’s Average Monthly
Compensation multiplied by the first 20 years of his Credited
Service plus 1.5 percent of the Eligible Employee’s
Average Monthly Compensation multiplied by the next 15 years
of his Credited Service
|
|
|
(b)
|
|
the monthly amount of benefit which is or would be payable to the
Eligible Employee pursuant to the provisions of the Retirement
Plan, assuming such benefit commenced at the same time as the
commencement of his Plan Benefit, in the form of a 100% Joint and
Survivor Annuity, as described in Section 2.04(a)(i) (an
Eligible Employee who is unmarried at the time the Benefit is
determined shall be deemed, for purposes of the Plan, to have a
survivor annuitant born on the same date as the Eligible
Employee).
|
- 4 -
|
2.03
|
|
Amount of Early Retirement Benefits
|
|
|
(a)
|
|
Unless the provisions of Section 2.03(b) below are applicable,
the Benefit payable to a Retiree whose employment terminates for
any reason prior to his Normal Retirement Date shall be equal to
the Benefit determined under the provisions of Section 2.02 on
the basis of his Average Monthly Compensation and Credited Service
on the date of his termination of employment; provided, however,
the portion of his Benefit determined under the provisions of
Section 2.02(a) shall be reduced by 3.6% for each year and
1/12 of 3.6% for each month of a fractional year by which the date
the Retiree’s Benefit begins precedes the 60
th
anniversary of his birth.
|
|
|
|
|
|
|
|
(b)
|
|
An Eligible Employee who has completed at least five years of
Credited Service and who terminates employment at the
Company’s request prior to his Normal Retirement Date shall,
subject to the approval of the Committee and the provisions of
Section 3.07, receive a special early Benefit. The special early
Benefit shall solely be at the discretion of the Committee and may
reflect (without limitation) the grant of additional months or
years of Credited Service and/or age.
|
|
2.04
|
|
Form and Time of Payment for a Grandfathered Benefit
|
|
|
(a)
|
|
The automatic form of payment under this Plan deemed to have been
elected with respect to a Grandfathered Benefit by a Retiree at the
time he became an Eligible Employee shall be a 10-Year Certain and
Life Annuity unless the Retiree elected one of the following
optional forms of payment at the time he became an Eligible
Employee.
|
|
|
(i)
|
|
Payment in the form of a 100% Joint and Survivor Annuity of
Actuarial Equivalent value to the Grandfathered Benefit otherwise
payable under Section 2.04(a) above, providing for a reduced
monthly benefit during his lifetime with 100% of such reduced
monthly benefit continuing to his surviving spouse to whom he was
married on the date his Grandfathered Benefit payments commenced
for the remainder of such spouse’s lifetime. If the Retiree
and the spouse to whom he was married on the date his Grandfathered
Benefit payments commenced die before receiving one hundred twenty
(120) monthly payments, the remainder of the one hundred
twenty (120) guaranteed payments will be commuted and paid in
one lump sum to the named beneficiary of the last surviving
annuitant in full discharge of the obligation of the Plan with
respect to the Grandfathered Benefit. This optional form of benefit
shall become effective on the first day of the month for which the
Retiree’s Grandfathered Benefit is first payable. If the
Retiree’s spouse dies before the first day of the month for
which the Retiree’s Grandfathered Benefit is first payable,
this optional form of payment shall be revoked and payments shall
be made as a 10-Year Certain and Life Annuity.
|
- 5 -
|
|
(ii)
|
|
In one single payment to him (or his Beneficiary if he dies prior
to payment under paragraph (b) below) of the Actuarial
Equivalent value of the Grandfathered Benefit otherwise payable
under Section 2.04(a) above. Notwithstanding the foregoing or
any provision of the Plan to the contrary, the lump sum factor to
be used in determining the present value of the Grandfathered
Benefit of a Retiree who terminates employment after his Normal
Retirement Date shall be the same lump sum factor as would be used
with respect to an age 65 Retiree receiving a lump sum payment of
his Grandfathered Benefit as of the same date.
|
|
|
(b)
|
|
Payments shall commence as of the first day of the month following
the Eligible Employee becoming a Retiree or as soon as
administratively practicable thereafter.
|
|
|
|
|
|
|
|
(c)
|
|
Any Eligible Employee may change his payment form election with
respect to his Grandfathered Benefit by making a new payment form
election at any time; provided, however, that no such election
shall be effective unless it shall have been made and submitted to
the Committee prior to the last day of the calendar year prior to
the calendar year in which the Eligible Employee terminates
employment with the Company and each Affiliated Company.
|
|
2.05
|
|
Form and Time of Payment for Section 409A Benefit —
Termination On Or After Early Retirement Date
|
|
|
(a)
|
|
All elections by an Eligible Employee under this Section 2.05
shall apply to his Section 409A Benefits hereunder and his
benefits accrued under the Thomas & Betts Pension Restoration
Plan, which in both cases are payable upon a Separation from
Service on or after such Eligible Employee’s Early Retirement
Date (jointly referred to under this Section 2.05 as
“Aggregate Section 409A Benefits”).
|
|
|
|
|
|
|
|
(b)
|
|
Unless the Eligible Employee has made an effective election with
respect to Aggregate Section 409A Benefits as provided in
Section 2.05(d), below, for payments which commence after 2004
and prior to 2009, the form of payment election made with respect
to Benefits prior to 2005 shall apply to such Aggregate
Section 409A Benefits, provided, however, that the Aggregate
Section 409A Benefits shall commence on the first business day
of the month following the six-month anniversary of the Eligible
Employee’s Separation from Service as a Retiree. In the
absence of a prior affirmative election by the Eligible Employee,
the Aggregate Section 409A Benefits shall be paid in one
single payment on the first business day of the month following the
six-month anniversary of the Eligible Employee’s Separation
from Service as a Retiree. The portion of the single payment
attributable to Section 409A Benefits shall be equal to the
Actuarial Equivalent Value of the Section 409A Benefit
otherwise payable to the Eligible Employee in the form of a 10-Year
Certain and Life Annuity. The lump sum factor shall be the same as
in Section 2.04(a)(ii) above.
|
- 6 -
|
|
(c)
|
|
Effective January 1, 2009, unless the Eligible Employee
(i) has made an effective election under Section 2.05
(d) or (e) below, the Eligible Employee’s Aggregate
Section 409A Benefit shall be paid in one single payment on
the first business day of the month following the six-month
anniversary of the Eligible Employee’s Separation from
Service as a Retiree. The portion of the single payment
attributable to Section 409A Benefits shall be equal to the
Actuarial Equivalent Value of the Section 409A Benefit
otherwise payable to the Eligible Employee in the form of a 10-Year
Certain and Life Annuity. The lump sum factor shall be the same as
in Section 2.04(a)(ii) above.
|
|
|
|
|
|
|
|
(d)
|
|
An Eligible Employee may elect during 2005, 2006, 2007, and 2008,
to have his
|
|
