Exhibit 10.3
THE LIBERTY
CORPORATION
SUPPLEMENTAL EXECUTIVE SAVINGS PLAN
as Amended and Restated
Effective December 31, 2004
The Liberty Corporation
(“Liberty”) and the participating affiliates and
subsidiaries of Liberty identified on Schedule A (the
“Affiliates”) hereby adopt The Liberty Corporation
Supplemental Executive Savings Plan as amended and restated (the
“Plan”) effective as of December 31, 2004. For periods
commencing on or after January 1, 2005, and until the Plan can
be formally amended, the Plan shall be operated and administered in
accordance with a good faith interpretation of new
Section 409A of the Internal Revenue Code.
Article 1
A. Purpose : The primary
purpose of the Plan is to provide supplemental retirement benefits
for a select group of Liberty’s management or highly
compensated employees, by among other things, allowing eligible
employees to defer a portion of their compensation otherwise
payable for services rendered to Liberty.
B. Effective Date : This
Plan is amended and restated as of Closing Date.
Article 2
Eligibility and
Enrollment
Any employee of Liberty or an
Affiliate who is (i) a Highly Compensated Employee as defined
in Section 414(q) of the Internal Revenue Code of 1986, as amended
(the “Code”); and (ii) eligible to participate in
The Liberty Corporation Retirement and Savings Plan (the
“RSP”), may be nominated for participation in the Plan.
The Chief Executive Officer and the President of Liberty, each in
his or her sole discretion, shall nominate employees for
eligibility to participate in the Plan. The Compensation Committee
of the Board of Directors, in its sole discretion, shall designate
the nominated employees who are eligible to enroll in the Plan.
An eligible employee may enroll as a
Participant in the Plan by completing an enrollment form made
available by Liberty. No eligible employee shall be entitled to any
benefit or contribution under the Plan until he or she has
completed an enrollment form.
Article 3
A. Elective Deferral
Contributions : An eligible employee may make either or both of
the following elections:
(i) an eligible employee may elect to
defer the receipt of a portion of his or her income for each
calendar year, or for a portion of the calendar year, beginning on
and after the employee’s election date; and
(ii) an eligible employee may elect
to defer the receipt of all or any portion of salary reduction,
after-tax or matching contributions originally contributed on
behalf of the employee to the RSP but which would be distributed to
the employee under the terms of the RSP by reason of the
application of (a) the limitation on elective deferrals under
Code section 402(g), (b) the average deferral percentage
(“ADP”) test under Code section 401(k); (c) the
actual contribution percentage (“ACP”) test under Code
section 401(m); or (d) the limitations on annual additions
under Code Section 415.
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The amount of the deferrals shall be
credited to a Deferred Compensation Account in accordance with
Paragraph C hereof.
Initial elections by employees first
eligible to participate in the Plan after the Effective Date may be
made and become effective as of the date the employee first meets
the eligibility requirements set forth in Article 2.
Modifications to Participants’ existing deferral elections
must be made prior to January 1 of any year and will become
effective as of the next following January 1. Once an election to
defer income under this Plan has become effective, that election
will remain in effect until such further time as the election may
be modified in accordance with the preceding sentence or
revoked.
During the course of any calendar
year, a Participant may revoke his or her deferral election with
respect to any future deferrals of his or her income for such year.
However, in the event that a Participant revokes his or her
deferral election, that employee will not be eligible to again
defer the receipt of any portion of his or her income under this
Plan until the following calendar year. Except as provided in this
section, no other changes to any deferral election shall be
permitted under this Plan.
Any election to defer amounts
described in clause (ii) above must include an assignment to
Liberty of the payment of such amounts to be distributed from the
RSP, in accordance with Treas. Reg. Section 1.401(a)-13(e),
and such assignment may be revoked at any time prior to the date
such amounts become distributable. Any such revocation shall apply
only to the next following distribution from the RSP, unless
otherwise specified.
B. Additional
Contributions :
(i) Profit. Sharing Contributions.
Each Participant under this Plan shall receive a credit to his or
her Deferred Compensation Account in an amount equal to the
difference, if any, between (a) the allocation the Participant
would have received under the terms of the RSP, if compensation
under the RSP was determined without regard to the limit imposed by
Code Section 401(a)(17), provided that in no event shall such
compensation exceed $235,840 or such higher amount as may be
established by Liberty from time to time in its sole discretion
prior to the commencement of any calendar year; and (b) the
actual allocation credited to the Participant’s account under
the terms of the RSP:
(ii) Matching Contributions.
(a) Each Participant whose
compensation under the RSP is greater than the dollar limit
applicable under Code Section 401(a)(17) for any calendar year
shall have his or her Deferred Compensation Account credited with a
contribution for each such calendar year equal to the greater
of:
(1) the amount of salary reduction
contributions made to this Plan in accordance with
Section 3.A.(i), but the amount shall not exceed 3% of the
amount of the Participant’s compensation (as determined under
the RSP) which is greater than the applicable limit under Code
Section 401(a)(17) but less than $235,840 or such higher
amount as may be established by Liberty from time to time in its
sole discretion; or
(2) 3% of the amount of the
Participant’s compensation (as determined under the RSP)
which is greater than the applicable limit under Code
Section 401(a)(17) but less than $235,840 or such higher
amount as may be established by Liberty from time to time in its
sole discretion, provided the Participant has made Employee
Before-Tax Contributions (as defined in the RSP) to the RSP in an
amount equal to either (a) the applicable limit under Code
Section 402(g) or (b) the limit on such contributions
established under the terms of the RSP.
(b) Each Participant who
(1) forfeits any portion of a matching contribution under the
RSP by reason of the application of the limitations of the ACP test
under Code section 401(m) and (2) has elected to contribute to
this Plan under Section 3.A(ii)(c) the amount which was
contributed under the RSP but would be distributed to him or her
because it exceeds the amount allowable under the ACP test, shall
have his or her Deferred Compensation Account credited with an
amount equivalent to the matching contribution which was forfeited
under the RSP.
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(iii) Excess Section 415
Contributions. Each Participant under this Plan shall have his or
her Deferred Compensation Account credited with an amount equal to
any “excess amount’’ (as determined under
Section 4.10 of the RSP in any calendar year). Notwithstanding
the foregoing, no amount shall be credited under this
Section 3.B.(iii) if such amount is distributed to the
Participant in accordance with Treas. Reg. Section
1.415-6(b)(6)(iv), whether or not such amount is contributed to
this Plan pursuant to Section 3.A.(ii)(d).
(iv) Other Contributions. Liberty, in
its sole discretion, may make additional contributions on behalf of
any Participant in this Plan.
C. Deferred Compensation
Accounts : A separate bookkeeping account shall be established
and maintained for each Participant to reflect all amounts deferred
under this Plan. Each Participant’s account will be credited
with earnings, pursuant to Paragraph D hereof, until
distribution of his or her account in accordance with
Article 4. Each Participant, shall be 100% vested in the
elective deferra
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