exv10w2



 






EXHIBIT 10.2




LEAR CORPORATION

EXECUTIVE SUPPLEMENTAL SAVINGS PLAN




Amended and Restated Effective January 1, 2004





 









 








SECTION ONE




Definitions





	1.1  	Except to the extent otherwise indicated herein, and except to the extent otherwise
inappropriate in the context, the definitions contained in the Pension Plan and Savings Plan
are applicable under the Plan.
	 
	1.2  	“Actuarial Equivalent” means, with respect to any specified annuity or benefit, another
annuity or benefit, commencing at a different date and/or payable in a different form than the
specified annuity or benefit, but which has the same present value as the specified annuity or
benefit, when measured using the Applicable Interest Rate and Applicable Mortality Table as
specified in the Pension Plan.
	 
	1.3  	“Benefits Committee” means the Employee Benefits Committee of the Corporation, as appointed
by the Board of Directors.
	 
	1.4  	“Board of Directors” means the Board of Directors of the Corporation.
	 
	1.5  	“Code” means the Internal Revenue Code of 1986, as amended. Any reference to any Code
Section shall also mean any successor provision thereto.
	 
	1.6  	“Corporation” means Lear Corporation and any successor to such corporation by merger,
purchase or otherwise.
	 
	1.7  	“Deferred Account” means the bookkeeping account established under Section 3.1 established on
behalf of a participant, and includes any deemed earnings credited thereon.
	 
	1.8  	“Deferred Compensation” means the amount of a Key Executive’s compensation that such Key
Executive has deferred until a later year pursuant to an election under Section 2.2 of this
Plan.
	 
	1.9  	“Key Executive” means an executive employed by the Corporation who is entitled to participate
in the Plan under Section 2.1.
	 
	1.10  	“Long Term Stock Incentive Plan” means the Lear Corporation Long Term Stock Incentive Plan.
	 
	1.11  	“Management Stock Purchase Plan” or “MSPP” means the election to defer compensation for
purposes of purchase of Company stock in accordance with Section 8.2 of the Lear Corporation
Long Term Stock Incentive Plan.
	 
	1.12  	“MSPP Make-Up  Account"” means the bookkeeping
account established under Section 3.4 established on behalf of a
participant, and includes any deemed earnings credited thereon.
	 
	1.13  	“MSPP-Only Participant” means a participant in the Plan who is designated as an
MSPP-Only Participant under Section 2.1 of the Plan.
	 
	1.14  	“PEP” means the Lear Corporation Pension Equalization Program.




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	1.15  	“Pension Plan” means the Lear Corporation Pension Plan.
	 
	1.16  	“Pension Make-up Account” means the bookkeeping
account established under Section 3.2 on behalf
of a participant.
	 
	1.17  	“Plan” means the Lear Corporation Executive Supplemental Savings Plan as from time to time in
effect.
	 
	1.18  	“Savings Plan” means the Lear Corporation Salaried Retirement Savings Plan. For 1997,
Savings Plan shall also include the Masland Associates Security Plan.
	 
	1.19  	“Savings Make-up Account” means the bookkeeping account established under Section 3.3
established on behalf of a participant, and includes any deemed earnings credited thereon.




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SECTION TWO




Participation and Deferral Election





	2.1  	Eligibility
	 
	   	Participation in the Plan shall be limited to employees of the
Corporation, and any affiliated company participating in the Pension
Plan and/or the Savings Plan, who are designated by the Senior Vice
President of Human Resources of the Corporation and approved for
participation in the Plan by the Benefits Committee (“Key
Executives”). For purposes of participation as of January 1, 1997,
this includes all Vice Presidents of the Corporation and its domestic
subsidiaries, as well as all employees earning base pay of at least
the “Base Salary Threshold” as of November 15, 1996. As of November
15, 1996, the Base Salary Threshold is $125,000.
	 
	   	If first employed after November 15, 1996, an employee shall be
eligible to participate as of the first of the month following one
full calendar month of employment if he or she is a Vice President of
the Corporation and its domestic subsidiaries, or his or her base
salary as of date of employment is at least five sixths of the annual
limit (as of such date of employment) under Code Section 401(a)(17),
rounded to the nearest dollar, subject to approval of the Senior Vice
President of Human Resources of the Corporation.
	 
	   	For years beginning January 1, 2001 and thereafter, an employee shall be eligible to
participate as of the first of the month following one full calendar month of employment if
he or she is a Vice President of the Corporation or one of its
domestic subsidiaries, or any
affiliated company participating in the Pension Plan and/or the Savings Plan, or his or her
base salary as of date of employment is at least five sixths of the annual limit (as of such
date of employment) under Code Section 401(a)(17), rounded to the nearest dollar, subject to
approval of the Senior Vice President of Human Resources of the Corporation. An employee
will automatically be eligible to participate if he or she is designated as an Eligible
Employee for the MSPP for the coinciding Plan Year, even if that person is not otherwise
eligible for this Plan in accordance with this paragraph.
	 
	   	For years beginning on or after January 1, 2004, an employee whose base pay is paid through
U.S. payroll and who is eligible to participate in the Plan solely because he or she is
designated as an Eligible Employee for the MSPP for the coinciding Plan Year, and who is not
otherwise eligible to participate in the Plan on any other basis, shall be designated as an
MSPP-Only Participant. Notwithstanding anything to the contrary contained in the Plan, an
MSPP-Only Participant shall be eligible for the benefits described in Sections 3.2 and 3.4,
but not Sections 2.2 or 3.3.
	 
	   	As of each November 15, the Base Salary Threshold shall be redetermined as five sixths of
the annual limit (as of the next succeeding calendar year) under Code Section 401(a)(17),
rounded to the nearest dollar. Employees who have never participated under the Plan but who
are Vice Presidents of the Corporation or one of its domestic
subsidiaries, or any affiliated
company participating in the Pension Plan and/or the Savings Plan, or




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	   	earning base pay of at least the “Base Salary Threshold” shall be eligible to participate as
of the following January 1.
	 
	   	Employees who elect to participate in the Plan shall continue to be eligible to participate
in the Plan in future years, notwithstanding their base salary as of a November 15 falling
below the Base Salary Threshold for employees who have never participated in the Plan.
	 
	2.2  	Deferral Election
	 
	   	Elections of Deferred Compensation shall be made only by Key Executives who, effective for
years beginning on or after January 1, 2004, are not MSPP-Only Participants and shall be on
forms furnished by the Benefits Committee. A Deferred Compensation election shall apply
only to compensation (as defined below) for the particular year specified in the election.
Key Executives shall specify the percentage of such compensation to be deferred under the
election, which percentage may not exceed the maximum rate of Employee Tax-deferred
Contributions permitted under the Savings Plan for the year. For purposes of the preceding
sentence, the term “compensation” means base pay plus short-term incentive bonuses as paid
prior to reduction for (a) his or her Deferred Compensation election under this Plan, (b)
pre-tax contributions under the Savings Plan and (c) any pre-tax contributions toward health
care under Code Section 125, which is in excess of Limited Compensation. “Limited
Compensation” is the lesser of (A) the limit on pensionable compensation specified by Code
Section 401(a)(17) (including adjustments for changes in the cost of living as prescribed by
the Code), or (B) compensation earned prior to the time the employee reaches the limit on
Employee Tax-deferred Contributions specified by Code Section 402(g) (including adjustments
for changes in the cost of living as prescribed by the Code).
	 
	   	Except as provided in the following paragraph, a Deferred Compensation election with respect
to compensation for a particular calendar year (i) must be made before January 1 of such
calendar year (or prior to participation in the Plan if the Key Executive becomes eligible
to participate during the calendar year), (ii) must specify (from the available
alternatives) the date such Deferred Compensation is to be paid (or commence to be paid)
and, if such date is at termination of employment, the number of installments (not to exceed
10 years) in which such Deferred Compensation is to be paid, and (iii) once made, cannot be
changed or revoked.
	 
	   	Effective with elections with respect to deferrals of compensation for calendar years
beginning with 2003, Key Executives may change their elections made in prior years with
regard to the payment date and number of installments, under the following conditions:






	 	a.  	such re-election shall be made on forms furnished by the Benefit Committee;
	 
	 	b.  	such re-election shall be made from the available alternate dates and forms in
effect at the time of such re-election; and




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	 	c.  	such re-election shall only take effect if the Key Executive terminates
employment on or after the second January 1 following such re-election, with the latest
effective election or re-election on file determining the date and form of
distribution if the Key Executive terminates employment prior to such second January
1 following the re-election.






	   	In the case of an employee who is eligible under Section 2.1 as of one month following his
or her date of employment, any Deferred Compensation election must be made within 30 days of
employment, and it will apply to compensation earned from date of eligibility for the
Savings Plan through the end of that calendar year.
	 
	2.3  	Deferral Suspension
	 
	   	If a Key Executive makes a withdrawal of his or her 401(k) contributions under the Savings
Plan and thereby becomes subject to a suspension of contributions under the Savings Plan,
his or her Deferred Compensation under this Plan shall also be suspended for the same period
required under the Savings Plan.




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SECTION THREE




Accounts





	3.1  	Deferred Account
	 
	   	The aggregate of the amounts of Deferred Compensation and deemed earnings on such amounts
shall be paid to the participant or his or her beneficiary, as applicable, from the general
assets of the Corporation in accordance with this Plan and related election forms. Deemed
earnings with respect to Deferred Compensation shall be credited monthly at the monthly
compound equivalent of the Prime Rate plus 1% in effect at the beginning of each calendar
quarter. Effective January 1, 1998, the interest rate will be credited at the Prime Rate in
effect at the beginning of each calendar quarter. The Prime Rate shall be the prime rate as
published in the Wall Street Journal Midwest edition showing such rate in effect as of the
first business day of each calendar quarter. A bookkeeping account shall be maintained for
each affected participant to record the amount of such Deferred Compensation and deemed
earnings thereon. Participants are always 100 percent vested in their Deferred Accounts.
	 
	   	The Plan Administrator may also maintain separate bookkeeping accounts for Deferred
Compensation for each participant for each calendar year plus deemed earnings with respect
to such Deferred Compensation, to facilitate calculation upon distribution.
	 
	3.2  	Pension Make-up Account
	 
	   	A bookkeeping account shall be established on behalf of each
participant in the Plan which, at any time, shall yield a benefit
equal to the benefit as of such date that would have accrued under the
Pension Plan and/or the PEP had the participant not elected to defer
compensation under Section 2.2 of this Plan and not elected to defer
compensation under the MSPP.
	 
	   	A participant shall be vested in his or her Pension Make-up
Account in accordance with the
following:






	 	a.  	with respect to benefits attributable to compensation amounts not in excess of
the limitations under Code Section 401(a)(17), prior to reduction for benefits payable
under the Pension Plan, after three years of Service (as defined in the Pension Plan);
and
	 
	 	b.  	with respect to benefits attributable to compensation amounts in excess of the
limitations under Code Section 401(a)(17), in accordance with the vesting requirements
of Section 5 of the PEP.




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	3.3  	Savings Make-up Account
	 
	   	A bookkeeping account shall be established on behalf of each participant in the Plan, which
shall be credited with the excess, if any, of (i) the amount of employer matching
contributions which would have been made on behalf of a participant had the participant’s
Deferred Compensation been contributed to the Savings Plan (without regard to any refunds of
participant contributions required under the Code, or the effects of Code Sections
401(a)(17), 402(g) or 415), over (ii) actual employer matching contributions under the
Savings Plan. The Savings Make-up Account shall be credited monthly with deemed investment
earnings at the monthly compound equivalent of the Prime Rate plus 1% in effect at the
beginning of each calendar quarter. Effective January 1, 1998, the interest rate will be
credited at the Prime Rate in effect at the beginning of each calendar quarter. The Prime
Rate shall be the prime rate as published in the Wall Street Journal Midwest edition showing
such rate in effect as of the first business day of each calendar quarter. A participant is
vested in his or her Savings Make-up Account after three years of Service (as defined in the
Pension Plan).
	 
	3.4  	MSPP Make-up Account
	 
	   	A bookkeeping account shall be established on behalf of each participant in the Plan, which
shall be credited with the excess, if any, of (i) the amount of employer matching
contributions which would have been made on behalf of a participant had the participant’s
deferred compensation under the MSPP been contributed to the Savings Plan (without regard to
any refunds of participant contributions required under the Code, or the effects of Code
Sections 401(a)(17), 402(g) or 415), up to, but not exceeding the rate at which the
participant contributed to the Savings Plan for such year, over (ii) actual employer
matching contributions under the Savings Plan. The MSPP Make-up Account shall be credited
monthly with deemed investment earnings at the monthly compound equivalent of the Prime Rate
plus 1% in effect at the beginning of each calendar quarter. Effective January 1, 1998, the
interest rate will be credited at the Prime Rate in effect at the beginning of each calendar
quarter. The Prime Rate shall be the prime rate as published in the Wall Street Journal
Midwest edition showing such rate in effect as of the first business day of each calendar
quarter. A participant is vested in his or her MSPP Make-up Account after three years of
Service (as defined in the Pension Plan).




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SECTION FOUR




Payment of Benefits





	4.1  	Event of Payment
	 
	   	The vested account balances of all of a participant’s Accounts are
payable as hereinafter provided. No withdrawals, including loans, may
be allowed from the Plan for any reason while the participant is still
employed by the Corporation; however, reemployment of a participant
shall not suspend the payment of any benefits hereunder.
	 
	4.2  	Payment of Deferred Account
	 
	   	Payment of benefits from a participant’s Deferred Account shall be
made in accordance with deferred compensation agreements made at the
time the participant elected to defer compensation. A separate
deferred compensation agreement shall govern each year’s Deferred
Compensation and deemed earnings on such Deferred Compensation
attributable to any year. The terms of these deferred compensation
agreements dealing with the timing and form of payment may be changed
from year to year by the Benefits Committee, but once an election is
made by a participant as to the timing and form of a distribution from
the Deferred Account with respect to a particular year, such election
is irrevocable, except as provided in Section 2.2.
	 
	4.3  	Payment of Savings Make-up Account
	 
	   	Distributions from the Savings Make-up Account shall be made in the
same form and at the same time as benefit payments made under the
Savings Plan.
	 
	   	Effective for terminations of employment on and after January 1, 2001, distributions from
the Savings Make-up Account shall be made in the same form and at the same time as payments
made in accordance with a participant’s latest effective deferral election; however in no
event shall payment of benefits in the form of a single lump sum be made prior to the
January 1 following the date of the participant’s termination of employment. A
participant’s latest deferral election becomes effective as of the January 1 following the
date of such election, or such later date as may apply to newly-hired participants.
	 
	4.4  	Payment of MSPP Make-up Account
	 
	   	Distributions from the MSPP Make-up Account shall be made in the same
form and at the same time as benefit payments made under the Savings
Plan.
	 
	   	Effective for terminations of employment on and after January 1, 2001, distributions from
the MSPP Make-up Account shall be made in the same form and at the same time as payments
made in accordance with a participant’s latest effective deferral election; however in no
event shall payment of benefits in the form of a single lump sum be made prior to the
January 1 following the date of the participant’s termination of employment.




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	   	A participant’s latest deferral election becomes effective as of the January 1 following the
date of such election, or such later date as may apply to newly-hired participants.
	 
	   	Notwithstanding the foregoing, payment of the MSPP Make-Up Account of an MSPP-Only
Participant shall be made in the form of a single lump sum as soon as practicable after
termination of employment.
	 
	4.5  	Payment of Pension Make-up Account
	 
	   	Except as provided in Section 4.6 below, distributions of the Pension
Make-up Account shall be made in the same form and at the same time as
benefit payments made under the Pension Plan. To the extent a lump
sum is payable from this Plan in accordance with this Section 4.5, the
Actuarial Equivalence for such lump sum shall be determined in
accordance with Exhibit A, item (c) of the Pension Plan.
	 
	4.6  	Other Distributions of Pension Make-up Account






	 	(a)  	If the aggregate value of a participant’s Pension
Make-up Account (determined in
accordance with Actuarial Equivalence as determined under the Pension Plan) is less
than $10,000, the participant or his or her beneficiary shall receive benefits under
this Plan in the form of a single lump sum as soon as practicable after termination of
employment, without regard to distribution elections made under the Pension Plan.






	 	(b)  	Notwithstanding Section 4.5 or subparagraph (a) of this Section, if an active
participant is eligible to elect and so elects, the participant may receive the present
value (as hereinafter defined) of the Pension Make-up Account paid in a lump sum upon
termination of employment.






	 	(i)  	Such election shall not be effective if termination of
employment occurs before the end of the first full calendar year beginning
after the election is made, except if termination occurs by reason of death.
	 
	 	(ii)  	Eligibility to elect this form of benefit shall be limited to
employees who will be at least age 62 and have 10 years of Service (as defined
in the Pension Plan) when benefits are to be paid, and (A) if the employee is
an officer of the Corporation subject to Section 16(b) of the Securities
Exchange Act of 1934 (a “Section 16(b) Officer”), have approval of the
Compensation Committee of the Board of Directors, or (B) if the employee is not
a Section 16(b) Officer, have approval of the Chief Executive Officer of the
Corporation or the Senior Vice President of Human Resources of the Corporation.
	 
	 	(iii)  	Present value shall mean the lump sum Actuarial Equivalent as
defined under Exhibit A, item (c) of the Pension Plan.
	 
	 	(iv)  	The benefit calculation shall be made based on the immediate
benefit, reduced as in accordance with the terms of the Pension Plan.




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	 	(v)  	If a participant becomes disabled, as defined in the Pension
Plan, termination of employment shall be deemed to occur upon cessation of
benefit accruals under the Pension Plan.






	 	(c)  	Notwithstanding Section 4.5 or subparagraph (a) of this Section, if an active
participant is eligible to elect and so elects, the participant may receive the Pension
Make-up Account paid in a series of annual installments, as elected by the participant
and not to exceed 20 years, commencing as of the first of the month coincident with or
next following termination of employment and payable as of each anniversary thereafter.






	 	(i)  	Such election shall not be effective if termination of
employment occurs before the end of the first full calendar year beginning
after the election is made, except if termination occurs by reason of death.
	 
	 	(ii)  	Eligibility to elect this form of benefit shall be limited to
employees who will be at least age 62 and have 10 years of Service (as defined
in the Pension Plan) when benefits are to be paid, and (A) if the employee is a
Section 16(b) Officer, have approval of the Compensation Committee of the Board
of Directors, or (B) if the employee is not a Section 16(b) Officer, have
approval of the Chief Executive Officer of the Corporation or the Senior Vice
President of Human Resources of the Corporation.
	 
	 	(iii)  	The amount of each annual installment shall mean the Actuarial
Equivalent, using interest only, of the lump sum as defined under subsection
4.6(b). The interest rate for purposes of converting the lump sum into the
level installments shall be the interest rate used to determine the lump sum.
Interest on the unpaid portion shall be credited monthly with deemed investment
earnings at the monthly compound equivalent of the Prime Rate plus 1% in effect
at the beginning of each calendar quarter. Effective January 1, 1998, the
interest rate will be credited at the Prime Rate in effect at the beginning of
each calendar quarter. The Prime Rate shall be the prime rate as published in
the Wall Street Journal Midwest edition showing such rate in effect as of the
first business day of each calendar quarter. To the extent that the remaining
unpaid balance as of each anniversary date is different from the scheduled
amount based on the previous anniversary date calculation, the annual
installment for that year shall be adjusted to reflect such difference.
	 
	 	(iv)  	If a participant becomes disabled, as defined in the Pension
Plan, termination of employment shall be deemed to occur upon cessation of
benefit accruals under the Pension Plan.
	 
	 	(v)  	If a participant in receipt of such annual installments dies,
the unpaid balance in the participant’s account shall be paid in a lump sum to
the participant’s beneficiary for purposes of the Pension Make-up Account.




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	4.7  	Beneficiaries
	 
	   	The participant’s beneficiary under this Plan with respect to his or
her participant Deferred Account shall be the person or persons
designated as beneficiary by the participant by filing with the
Benefits Committee a written beneficiary designation on a form
provided by, and acceptable to, such Benefits Committee. In the event
the participant does not make an effective designation of a
beneficiary with respect to his or her participant Deferred Account,
the participant’s beneficiary with respect to his or her participant
Deferred Account shall be the participant’s
beneficiary under the Savings Plan.
	 
	   	The participant’s beneficiary under this Plan with respect to his or
her Pension Make-up Account shall be the person who is entitled to
benefit payments under the Pension Plan following the death of the
participant.
	 
	   	The participant’s beneficiary under this Plan with respect to his or
her Savings Make-up Account shall be the person who is entitled to
benefit payments under the Savings Plan following the death of the
participant.
	 
	   	The participant’s beneficiary under this Plan with respect to his or
her participant MSPP Make-up Account shall be the person or persons
designated as beneficiary by the participant by filing with the
Benefits Committee a written beneficiary designation on a form
provided by, and acceptable to, such Benefits Committee. In the event
the participant does not make an effective designation of a
beneficiary with respect to his or her MSPP Make-up Account,
the participant’s beneficiary with respect to his or her MSPP Make-up
Account shall be the participant’s beneficiary
under the Savings Plan.
	 
	4.8  	Termination of the Pension Plan or Savings Plan
	 
	   	In the event that the Pension Plan is terminated, payments of the
Pension Make-up Account which have not previously been paid shall
continue to be paid directly by the Corporation but only to the same
extent and for the same duration as that part of the payee’s benefit
from the Pension Plan, which is directly related to such Pension
Make-up Account, is continued to be provided by the assets of the
Pension Plan.
	 
	   	In the event that the Savings Plan is terminated, Savings Make-up
Accounts and MSPP Make-up Accounts shall be paid directly by the
Corporation in the same manner as the distribution of the
participant’s accounts under the Savings Plan.




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SECTION FIVE




Administration and General Provisions





	5.1  	Plan Administrator
	 
	   	The Benefits Committee shall be the “administrator” of the Plan within
the meaning of the Employee Retirement Income Security Act of 1974, as
amended.
	 
	5.2  	Benefits Committee
	 
	   	The Benefits Committee shall be vested with the general administration
of the Plan. The Benefits Committee shall have the exclusive right to
interpret the Plan provisions and to exercise discretion where
necessary or appropriate in the interpretation and administration of
the Plan and to decide any and all matters arising thereunder or in
connection with the administration of the Plan. The decisions,
actions and records of the Benefits Committee shall be conclusive and
binding upon the Corporation and all persons having or claiming to
have any right or interest in or under the Plan.





The Benefits Committee may delegate to such officers, employees or
departments of the Corporation such authority, duties, and
responsibilities of the Benefits Committee as it, in its sole
discretion, considers necessary or appropriate for the proper and
efficient operation of the Plan, including, without limitation, (i)
interpretation of the Plan, (ii) approval and payment of claims, and
(iii) establishment of procedures for administration of the Plan.
	 
	5.3  	General Provisions






	 	(a)  	The Corporation shall make no provision for the funding of any benefits payable
hereunder that (i) would cause the Plan to be a funded plan for purposes of Code
Section 404(a)(5), or Title I of the Employee Retirement Income Security Act of 1974,
as amended, or (ii) would cause the Plan to be other than an “unfunded and unsecured
promise to pay money or other property in the future” under Treasury Regulations
section 1.83-3(e); and shall have no obligation to make any arrangement for the
accumulation of funds to pay any amounts under this Plan. Subject to the restrictions
of the preceding sentence, the Corporation may establish a grantor trust described in
Treasury Regulations Sections 1.677(a)-1(d) and accumulate funds therein to pay
amounts under the Plan, provided that the assets of the trust shall be required to
satisfy the claims of the Corporation’s general creditors in the event of the
Corporation’s bankruptcy or insolvency.
	 
	 	(b)  	In the event that the Corporation shall decide to establish an advance accrual
reserve on its books against the future expense of the Plan, or to establish a grantor
trust (which trust will conform to the terms of the model trust described in Rev. Proc.
92-64) with assets subject to the claims of creditors, such reserve or trust shall not
under any circumstances be deemed to be an asset of this Plan but,
at all times, shall remain a general asset of the Corporation, subject to the claims
of the Corporation’s creditors.
	 
	 	(c)  	A person entitled to any amount under this Plan shall be a general unsecured
creditor of the Corporation with respect to such amount.




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SECTION SIX




Amendment and Termination





	6.1  	Amendment of the Plan
	 
	   	Subject to the provisions of Section 6.3, the Plan may be wholly or partially amended or
otherwise modified at any time by the Compensation Committee of the Board of Directors.
	 
	6.2  	Termination of the Plan
	 
	   	Subject to the provisions of Section 6.3, the Plan may be terminated at any time by the
Compensation Committee of the Board of Directors.
	 
	6.3  	No Impairment of Benefits
	 
	   	Notwithstanding the provisions of Sections 6.1 and 6.2, no amendment to or termination of
the Plan shall impair any rights to benefits which have accrued hereunder without the
participant’s consent.






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