BROWN SHOE COMPANY, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLANEquity Incentive Plan Agreement |
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Exhibit 10.3
BROWN SHOE COMPANY, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(conformed and restated to include amendments through December 2, 2008)
BROWN SHOE COMPANY, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Table of Contents
B. “Affiliate” E. “Code” F. “Committee” G. “Company” K. “Employee” L. “Employer” R. “Plan” SECTION III – EXECUTIVE BENEFITS SECTION V – BENEFIT LIMITATIONS AND SPECIAL RULES SECTION VI – ADMINISTRATION AND CLAIMS PROCEDURE A. Plan Year B. Spendthrift C. Incapacity
BROWN SHOE COMPANY, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Brown Shoe Company, Inc. (“Company”) and its Affiliates previously adopted the Brown Shoe Company, Inc. Executive Retirement Plan (the “Plan”) for the benefit of eligible employees of the Company and its affiliates; and
WHEREAS, the Company retained the right to amend the Plan pursuant to Section V.G thereof; and
WHEREAS, effective January 1, 2008, the Company desires to amend and restate the Plan to add a new benefit structure for certain executives and to make other technical changes; and
WHEREAS, the Company desires to rename the Plan the Brown Shoe Company, Inc. Supplemental Executive Retirement Plan;
[WHEREAS, the Company reserved the right to amend the Plan;]
NOW, THEREFORE, effective as of January 1, 2008, the Plan is renamed the Brown Shoe Company, Inc. Supplemental Executive Retirement Plan and is amended and restated to read as follows [including amendments approved December 2, 2008]:
SECTION I
A. “Actuarially Equivalent” means an amount of equivalent actuarial value based on the actuarial assumptions set forth in the Retirement Plan for purposes of determining a lump sum distribution.
B. “Affiliate” means any corporation which, with the consent of the Board of Directors of the Company, adopts the Plan.
C. “Board” and “Board of Directors” means the Board of Directors of the Company.
D. “Change of Control” means the occurrence of any of the following events after January 1, 2008:
(a) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (x) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of Brown Shoe entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a) the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with the exception set forth in subsection (c) below; or
(b) Individuals who, as of January 1, 2008, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company; provided, however, that any individual becoming a director subsequent to January 1, 2008 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company; or
(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 65% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or
(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
For purposes of this definition of Change of Control, Person means any individual, entity or group (within the meaning of Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended).
Notwithstanding the above, an event shall be considered a Change of Control only if such event satisfies the above definition and such event is a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation under Code Section 409A and the regulations promulgated thereunder.
E. “Code” means the Internal Revenue Code of 1986, as amended.
F. “Committee” means the committee appointed pursuant to Section VI.
G. “Company” means Brown Shoe Company, Inc., a New York corporation.
H. “Early Retirement Benefit” means the early retirement benefit payable to a Participant under either Section III.B.2 or Section IV.B.2 of the Plan on his Early Retirement Date under the Retirement Plan.
I. “Early Retirement Date” means a Participant’s Early Retirement Date under the Retirement Plan.
J. “Effective Date” means January 1, 1983.
K. “Employee” means a person employed by the Employer.
L. “Employer” means the Company or an Affiliate.
M. “Excess Benefit Participant” means an Employee who has satisfied the eligibility requirements of Section II, as indicated pursuant to an action taken by the Committee, and is eligible for benefits in accordance with Section IV.
N. “Executive Benefit Participant” means an Employee who has satisfied the eligibility requirements of Section II, as indicated pursuant to an action taken by the Committee, and is eligible for benefits in accordance with Section III.
O. “Normal Retirement Benefit” means the benefit payable to a Participant under either Section III.B.1. or Section IV.B.1 of the Plan on his Normal Retirement Date under the Retirement Plan.
P. “Normal Retirement Date” means a Participant’s Normal Retirement Date under the Retirement Plan.
Q. “Participant” means an Employee who is either an “Excess Benefit Participant” or an “Executive Benefit Participant,” as defined above.
R. “Plan” means this Brown Shoe Company, Inc. Supplemental Executive Retirement Plan.
S. “Pre-Retirement Death Benefit” means the death benefit payable under either Section III.B.4. or Section IV.B.4. of the Plan.
T. “Retirement Plan” means the Brown Shoe Company, Inc. Retirement Plan.
SECTION II
On and after the Effective Date, the Committee may, in its sole discretion, by notice in writing, designate any highly-paid key Employee who is a participant in the Retirement Plan as either an Executive Benefit Participant or an Excess Benefit Participant.
SECTION III
A. Benefits described in this Section shall be payable solely to Executive Benefit Participants or their beneficiaries.
B. Subject to Section V.A, benefits shall be payable within thirty (30) days of an Executive Benefit Participant’s separation from service or death, to the Executive Benefit Participant or to the surviving beneficiary of an Executive Benefit Participant entitled to a Pre-Retirement Death Benefit under the Retirement Plan, in a lump sum which is Actuarially Equivalent to the following as of the date of the Executive Benefit Participant’s separation from service or death:
1. If an Executive Benefit Participant terminates emplpyment at or after his or her Normal Retirement Date, an amount equal to (a) minus (b) below payment immediately for the life of the Executive Participant, where:
(a) equals the Normal Retirement Benefit (or Deferred Retirement Benefit, if applicable) calculated under the Retirement Plan (1) without regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code but adjusted by substituting 1.465% where 1.425% appears in Section I.A of the Retirement Plan, and (2) by including amounts deferred pursuant to a salary deferral election by a Participant under a nonqualified deferred compensation plan maintained by the Company when determining his or her compensation for benefit accrual purposes under the Retirement Plan; and
(b) equals the Normal Retirement Benfit (or Deferred Retirement Benefit, if applicable) payable under the Retirement Plan as of his or her termination of employment.
2. If an Executive Benefit Participant terminates employment at his or her Early Retirement Date, an amount equal to (a) minus (b) below payable immediately for the life of the Executive Benefit Participant, where:
(a) equals the Normal Retirement Benefit calculated under the Retirement Plan (1) without regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code but adjusted by substituting 1.465% where 1.425% appears in Section I.A. of the Retirement Plan, and by reducing such benefit to the retiree by .8333% for each full month between his Early Retirement Date under the Retirement Plan and the first of the month coincident with or next following the month in which the retiree attains age 60, and (2) by including amounts deferred pursuant to a salary deferral election by a Participant under a nonqualified deferred compensation plan maintained by the Company when determining his or her compensation for benefit accrual purposes under the Retirement Plan; and
(b) equals the Early Retirement Benefit payable under the Retirement Plan as of his or her termination of employment.
3. If an Executive Benefit Participant terminates employment prior to his or her Early Retirement Date, an amount equal to (a) minus (b) below payable for the life of the Executive Benefit Participant commencing on his or her Normal Retirement Date, where:
(a) equals the deferred vested benefit calculated under Section VII of the Retirement Plan (1) without regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code, but adjusted by substituting 1.465% where 1.425% appears in Section I.A. of the Retirement Plan, and (2) by including amounts deferred pursuant to a salary deferral election by a Participant under a nonqualified deferred compensation plan maintained by the Company when determining his or her compensation for benefit accrual purposes under the Retirement Plan; and
(b) equals the deferred vested benefit payable under Section VII of the Retirement Plan as of his or her termination of employmenet.
4. If an Executive Benefit Participant dies during employment with the Employer and is eligible for a Pre-Retirement Death Benefit under the Retirement Plan, an amount equal to (a) minus (b) below payable for the life of the beneficiary commencing on the first day of the month following the later of the Executive Benefit Participant’s date of death or the date the Executive Benefit Participant would have attained age 55, where:
(a) equals the Pre-Retirement Death Benefit calculated under the Retirement Plan (1) without regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code, but adjusted (1) by substituting 1.465% where 1.425% appears in Section I.A. of the Retirement Plan, (2) by substituting the Early Retirement reduction factors specified in Section III.B.2(a) of this Plan for those specified in the Retirement Plan, and (3) by substituting for “fifty percent (50%)” in VI(A)(5)(a) of the Retirement Plan the following:
(i) “seventy-five percent (75%)” if the Executive Benefit Participant had not attained age 55 at his death and
(ii) "one-hundred percent (100%)" if the Executive Benefit Participant had attained age 55 at his deather, and
(2) by including amounts deferred pursuant to a salary deferral election by a Participant under a nonqualified deferred compensation plan maintained by the Company when determining his or her compensation for benefit accrual purposes under the Retirement Plan; and
(b) equals the Pre-Retirement Death Benefit payable under the Retirement Plan as of the date of his or her death
5. The additional retirement benefits provided under written contractual commitments to any Executive Benefit Participant shall be payable from the Plan.
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