Exhibit 10.6
EXECUTION COPY
UPS
EXCESS COORDINATING BENEFIT
PLAN
As Amended and
Restated
January 1,
2009
TABLE OF
CONTENTS
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Page
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ARTICLE I -
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DEFINITIONS
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1
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Section 1.1
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Definitions
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1
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ARTICLE II -
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ELIGIBILITY AND
PARTICIPATION
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5
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Section 2.1
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Eligible
Employees
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5
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Section 2.2
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Prior
Plan
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5
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Section 2.3
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Change in
Control
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6
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ARTICLE III -
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BENEFITS
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6
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Section 3.1
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Retirement Plan
Benefits
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6
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Section 3.2
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Timing
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7
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Section 3.3
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Form of
Benefit
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7
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ARTICLE IV -
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COORDINATING
SURVIVOR BENEFIT
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8
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Section 4.1
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Coordinating
Survivor Benefit
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8
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Section 4.2
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Timing and
Form
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9
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Section 4.3
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RPRO Make-up
Payment
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9
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ARTICLE
V -
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FORFEITURE OF
BENEFITS
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10
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ARTICLE
VI -
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COMMITTEE
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10
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Section 6.1
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Establishment
of Committee
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10
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Section 6.2
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Delegation of
Specific Responsibilities
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11
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Section 6.3
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Power to
Establish Regulations
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11
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Section 6.4
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Liability of
the Committee
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11
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Section 6.5
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Reliance by
Committee
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12
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Section 6.6
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Books and
Records
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12
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ARTICLE VII -
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AMENDMENT AND
TERMINATION
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12
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Section 7.1
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Right of
Amendment
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12
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Section 7.2
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Right to
Terminate
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12
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ARTICLE VIII -
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NO FUNDING
OBLIGATION
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13
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ARTICLE IX -
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MISCELLANEOUS
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13
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Section 9.1
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Claims
Procedure
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13
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Section 9.2
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No Guarantee of
Employment
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13
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Section 9.3
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Nonalienation
of Benefits
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14
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Section 9.4
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ERISA
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14
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Section 9.5
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Construction
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14
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UPS
EXCESS COORDINATING BENEFIT
PLAN
United Parcel Service of America,
Inc. (“UPS”) established this UPS Excess Coordinating
Benefit Plan to provide to certain highly compensated and
management employees of UPS or its affiliated companies who are
participants in the Retirement Plan those retirement benefits
cannot be paid from the Retirement Plan as a result of the
limitations imposed by Sections 401(a)(17) and 415 of the Code. UPS
hereby amends and restates this Plan effective as of
January 1, 2009 to satisfy Section 409A of the Code. This
Plan applies to any Participant whose benefits commence on or after
January 1, 2009.
ARTICLE I -
DEFINITIONS
Section 1.1 Definitions
. Whenever used herein, the following words shall have the meaning
set forth below unless otherwise clearly required by the
context:
(a) “ Actuarial
Equivalent ” means “actuarial equivalent” as
defined in the Retirement Plan.
(b) “ Beneficiary
” means the beneficiary designated by the Participant to
receive a survivor annuity under the Joint and Survivor Annuity
form of benefit or to receive guaranteed payments under the Single
Life Annuity with 120-Month Guarantee. If the Participant selects a
Single Life Annuity with 120-Month Guarantee and the designated
beneficiary does not survive the Participant, the
Participant’s Beneficiary for purposes of receiving the
guaranteed payment, if any, remaining under such option, will be
the Participant’s surviving Spouse or Domestic Partner at the
time the Participant’s benefit commenced or, if none survives
the Participant, his or her estate.
(c) “ Board of
Directors ” means the Board of Directors and/or Executive
Committee of UPS.
(d) “ Change in Control
” means “change in control” as defined in the
2009 Incentive Compensation Plan, as amended, or any successor to
that plan.
(e) “ Code ”
means the Internal Revenue Code of 1986, as amended.
(f) “ Committee ”
means the administrative committee of the Plan, the establishment
and responsibilities of which are set forth in Article
VII.
(g) “ Coordinating Final
Average Pay Benefit ” means the benefit described in
Section 3.1(a).
(h) Coordinating Survivor
Benefit ” means the benefit described in
Section 4.1.
(i) “ Domestic Partner
” means the Participant’s “domestic
partner” for purposes of the Retirement Plan.
(j) “ Effective Date
” means January 1, 2009.
(k) “ Eligible Employee
” means each full-time manager and supervisor of an Employer
Company (as so designated on the payroll records for such Employer
Company) who has reached age 55 and completed as least 10
“years of service” as described in the Retirement
Plan.
(l) “ Employer Company
” means an Employer Company for purposes of the Retirement
Plan.
(m) “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as
amended.
(n) “ Joint and Survivor
Annuity ” means a reduced monthly benefit (compared to
the Single Life Only Annuity) payable to the Participant for his or
her lifetime, and after the Participant’s death, a monthly
lifetime survivorship benefit payable to the Participant’s
Beneficiary in an amount equal to 50%, 75% or 100%, as selected by
the Participant, of the monthly amount which had
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been payable to the Participant. The Joint and
Survivor Annuity shall be the Actuarial Equivalent of the Single
Life Only Annuity. The last payment of the Joint and Survivor
Annuity shall be made as of the first day of the calendar month in
which the death of the last to die of the Participant and his or
her Beneficiary has occurred.
Notwithstanding the foregoing, a
Participant may not select a Joint and Survivor Benefit with a
Beneficiary who would not be eligible to receive
the percentage survivor benefit selected under the
requirements of proposed Treasury Regulation
Section 1.401(a)(9)-2.
(o) “Normal Retirement
Date” means the Participant’s “normal
retirement date” under the Retirement Plan.
(p) “ Participant
” means an Eligible Employee who becomes a participant in
this Plan in accordance with Article II.
(q) “ Plan ”
means the UPS Excess Coordinating Benefit Plan as set forth in this
document and as hereafter amended by the Board of Directors from
time to time.
(r) “ Present Value
” means “present value” as defined in the
Retirement Plan from time to time.
(s) “ Prior Plan
” means the UPS Coordinating Benefit Plan, as established as
of January 1, 1986 and as thereafter amended or this Plan, as
established January 29, 1998 and as in effect before
January 1, 2009.
(t) “ Qualified Joint and
Survivor Annuity ” means a reduced monthly benefit
(compared to the Single Life Only Annuity) payable to the
Participant for his or her lifetime, and following his death, 50%
of the monthly benefit paid to the Participant shall be payable to
the person who was his or her Spouse as of the date benefit
payments commenced, and to whom the Participant is
married
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at his or her death provided such Spouse
survives the Participant. The last payment of a Qualified Joint and
Survivor Annuity such benefit shall be made as of the first day of
the month in which the death of the last to die of the Participant
and his Spouse has occurred. This benefit shall be the Actuarial
Equivalent of the Single Life Only Annuity.
(u) “ Retirement Plan
” means the UPS Retirement Plan, as amended.
(v) “ RPRO ”
means the Restoration Plan Rollover Option under which certain
Participants in the Prior Plan made an irrevocable election in 1999
to exchange certain benefits earned under the Prior Plan for a
split dollar life insurance benefit.
(w) “ RPRO Lump Sum Target
Amount ” means the present value of the monthly benefit
exchanged under the RPRO as calculated in 1999 for each Participant
who participated in the RPRO.
(x) “ RPRO Make-up
Payment ” means the payment described in
Section 3.1(b).
(y) “ RPRO Offset
” means the amount of the monthly benefit that the
Participant exchanged for a split dollar life insurance benefit
under the RPRO as reflected in the records of the Plan and as
actuarially adjusted to the RPRO Rollout Date using the interest
rate specified in Exhibit A and the 1983 GAM Unisex mortality
table.
(z) “ RPRO Rollout Date
” means for each split dollar policy purchased under the RPRO
the date specified in Exhibit A.
(aa) “ Section 409A
” means Section 409A of the Code and any regulations or
rulings thereunder.
(bb) “ Separation from
Service ” means the termination of employment with, or
termination of service as a director of, an Employer Company and
all Affiliates for any reason, other than death, in such a manner
as to constitute a “separation from service” within the
meaning of Section 409A.
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(cc) “ Single Life
Annuity ” means a monthly benefit continuing for the life
of the Participant only. The last payment of a Single Life Only
Annuity shall be made as of the first day of the month in which the
death of the Participant occurs.
(dd) “ Single Life Annuity
with 120-Month Guarantee ” means a reduced monthly
benefit (compared to the Single Life Only Annuity) payable to the
Participant for his or her lifetime, with a guarantee of 120
monthly payments. If the Participant dies after the date as of
which benefits commence, but before receiving 120 monthly payments,
monthly payments shall be made to the Participant’s
Beneficiary, until the Participant and his or her Beneficiary have
received a total of 120 monthly payments.
(ee) “ Spouse ”
means the Participant’s “spouse” for purposes of
the Retirement Plan.
ARTICLE II - ELIGIBILITY AND
PARTICIPATION
Section 2.1 Eligible
Employees . The Committee shall designate those Eligible
Employees who shall be entitled to participate in this Plan and
each Eligible Employee so designated shall become a Participant
upon the completion of such application or other procedures
established by the Committee to commence participation.
Section 2.2 Prior Plan .
Each Eligible Employee who was a Participant in this Plan
immediately before January 1, 2009 but who did not commence
receiving benefits before 2009 shall continue to participate in
this Plan on and after January 1, 2009. Each Participant and
each surviving Spouse or Domestic Partner who was receiving a
benefit under a Prior Plan before January 1, 2009 shall
continue to receive such benefit under the terms of the applicable
Prior Plan under which benefits commenced.
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Section 2.3 Change in
Control . Each employee of an Employer Company who is employed
as a full-time manager or supervisor at the time of a Change in
Control (as designated on the payroll records for such Employer
Company) whose benefit under the Retirement Plan is limited at any
date on or after the Change in Control by
Section 40