exv10w18






Exhibit 10.18




ABRAMS INDUSTRIES, INC.




SALARIED EMPLOYEES



SEVERANCE PLAN



Effective As of May 1, 1993








 









 








Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 	Foreword	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	Definitions	 	 	1	 
	2.1
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	Eligibility for Severance Benefits	 	 	1	 
	3.1
	 	Eligibility Requirements	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	Amount and Form of Severance Benefits	 	 	1	 
	4.1
	 	Severance Pay	 	 	1	 
	4.2
	 	Exit Interview	 	 	5	 
	4.3
	 	Other Benefits	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	Plan Financing	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	Administration	 	 	1	 
	6.1
	 	Allocation of Responsibility Among Fiduciary for Plan Administration	 	 	1	 
	6.2
	 	Administration	 	 	1	 
	6.3
	 	Claims Procedure	 	 	1	 
	6.4
	 	Other Administrative Powers  and Duties	 	 	3	 
	6.5
	 	Authorization of Benefit Payments	 	 	3	 
	6.6
	 	Facility of Payment	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	Amendment of the Plan	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	Termination	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	Miscellaneous	 	 	1	 
	9.1
	 	Plan as Sole Source of Separation Benefits	 	 	1	 
	9.2
	 	Nonguarantee of Employment	 	 	1	 
	9.3
	 	Spendthrift Clause	 	 	1	 
	9.4
	 	Successor to the Corporation	 	 	2	 
	9.5
	 	Delegation of Authority by the Corporation	 	 	2	 
	9.6
	 	Headings	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	Applicable Law	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	Signature	 	 	1	 
	 
	 	 	 	 	 	 
	APPENDIX A
	 	Adopting Employers	 	 	1	 
	 
	 	 	 	 	 	 
	APPENDIX B
	 	Sample Severance Agreement	 	 	1	 
	 
	 	 	 	 	 	 
	APPENDIX C
	 	Sample Plan Administrator’s Claim Denial Letter	 	 	3	 











i 









 








ARTICLE I




Foreword



     The Abrams Industries, Inc. Salaried Employees Severance Plan provides for severance benefits
in the form of severance pay to eligible full-time salaried employees of Abrams Industries, Inc.
and employers affiliated with Abrams Industries, Inc. who have adopted the Plan (see Appendix A
attached hereto and made a part hereof for a schedule of the adopting employers). The only
severance benefits provided by Abrams Industries, Inc. and its affiliates to salaried employees are
pursuant to the terms and conditions of this Plan. This Plan is effective as of May 1, 1993.



     This Plan is the first and exclusive plan of benefits by Abrams Industries, Inc. and the
affiliated employers for the provision of severance pay and any post-termination benefits. To the
extent that any other written or unwritten plan, fund, program or arrangement to provide such
benefits for any employees of Abrams Industries, Inc. or the affiliated employers is deemed to
exist, or to have existed, under ERISA or otherwise, such other written or unwritten plan, fund,
program, or arrangement is hereby terminated and eliminated as of May 1, 1993.








I-1 









 








ARTICLE II




Definitions



     2.1 Definitions. This section provides definitions for certain words and phrases
listed below. These definitions can be found on the pages indicated.



	 	 	 	 	 

	(a)
	 	Additional Severance Pay	 	II-1
	(b)
	 	Authorized Leave of Absence	 	II-2
	(c)
	 	Base Pay	 	II-2
	(d)
	 	Break in Service	 	II-2
	(e)
	 	Code	 	II-2
	(f)
	 	Corporation	 	II-2
	(g)
	 	Effective Date	 	II-2
	(h)
	 	Employee	 	II-2
	(i)
	 	Employer	 	II-3
	(j)
	 	ERISA	 	II-3
	(k)
	 	Exit Interview	 	II-3
	(l)
	 	Fiduciaries	 	II-3
	(m)
	 	Hour of Service	 	II-3
	(n)
	 	Months of Service	 	II-4
	(o)
	 	Participant	 	II-4
	(p)
	 	Plan	 	II-4
	(q)
	 	Plan Administrator	 	II-4
	(r)
	 	Plan Year	 	II-4
	(s)
	 	Service	 	II-4
	(t)
	 	Service Commencement Date	 	II-5
	(u)
	 	Severance Agreement	 	II-5
	(v)
	 	Severance Benefits	 	II-5
	(w)
	 	Severance Date	 	II-5
	(x)
	 	Severance Pay	 	II-5
	(y)
	 	Standard Severance Pay	 	II-5
	(z)
	 	Years of Service	 	II-5






          Where the following words and phrases in boldface and underlined appear in this Plan with
initial capitals they shall have the meaning set forth below, unless a different meaning is plainly
required by context.




          (a) Additional Severance Pay. The Severance Pay in addition to Standard Severance Pay
that Participants, who sign a Severance Agreement, may receive under Section 4.1(b).






II-1 









 








          (b) Authorized Leave of Absence. Any absence authorized by an Employer under the
Employer’s standard personnel practices, whether paid or unpaid, provided that the Participant
returns within the period specified in the Authorized Leave of Absence.




          (c) Base Pay. A Participant’s regular straight time pay for the last regularly
scheduled workweek immediately preceding his Severance Date. Base Pay shall exclude any overtime
pay, bonuses, commissions, fees and incentive allowances. In addition, Base Pay shall also exclude
any retirement or welfare plan benefits, and the value of any such benefits, provided by the
Employer.




          (d) Break in Service. Any period of one business day or more during which the
Employee has no Hours of Service, as defined below, with an Employer.




          (e) Code. The Internal Revenue Code of 1986, as amended from time to time.




          (f) Corporation. Abrams Industries, Inc., a corporation organized and existing under
the laws of the state of Georgia, or its successor or successors.




          (g) Effective Date. The date upon which this Plan is effective, May 1, 1993.




          (h) Employee. Any person who is a full-time salaried employee of an Employer and who
is receiving remuneration for personal services rendered to an Employer (or who is on an Authorized
Leave of Absence). A person shall be considered a full-time employee if he is classified as a
full-time employee by the Employer in its routine payroll and personnel practices. The following
individuals or classes of individuals shall not qualify as Employees under this Plan:




               (1) Any individual whose terms and conditions of employment are determined by collective
bargaining with a union representing such persons and with respect to



II-2 









 




whom inclusion in this Plan has not been specifically provided for in such collective
bargaining agreement;




               (2) Any individual who is classified by the Employer as hourly, commissioned, associate,
casual, temporary or part-time or as an intern;



               (3) Any individual who is classified by the Employer as a contingent employee, a contract
laborer or a leased employee; and



               (4) Any individual who is not a United States citizen and who does not reside in the United
States.



          (i) Employer. The Corporation and the affiliated companies who have adopted the Plan
for their Employees (as listed in Appendix A attached hereto and made a part hereof).




          (j) ERISA. Public Law No. 93-406, the Employee Retirement Income Security Act of
1974, as amended from time to time.




          (k) Exit Interview. An Employee/Participant’s final outgoing interview with the
Employer.




          (l) Fiduciaries. The named fiduciaries, as defined in ERISA, who shall be the
Corporation and the Plan Administrator, and other parties designated as Fiduciaries by such named
fiduciaries in accordance with the powers provided herein, but only with respect to the specific
responsibilities of each in connection with the Plan.




          (m) Hour of Service. An Employee is credited with an Hour of Service for each hour
for which the Employee is paid, or entitled to payment, by an Employer for the performance of
duties and for each hour for which the Employee otherwise receives pay as an employee (e.g., for
vacation, holidays, jury duty, sickness, or military duty). For purposes of




II-3 









 




determining whether a Break in Service has occurred, Hours of Service shall also be credited
for the period of time an Employee is on an Authorized Leave of Absence.




          (n) Months of Service. The number of complete consecutive-calendar-month periods
during which the Participant has Service. If a Participant’s aggregate Months of Service include a
one-half month or more period, such a fractional month shall be counted as a full Month of Service.




          (o) Participant. An Employee who has satisfied the eligibility requirements of
Section 3.1, and who has become entitled to receive Severance Benefits under this Plan.




          (p) Plan. The Abrams Industries, Inc. Salaried Employees Severance Plan, the Plan set
forth herein, as it may be amended from time to time.




          (q) Plan Administrator. The Corporation, or an entity or person appointed by the
Corporation, which shall have authority to administer the Plan as provided in Article VI.




          (r) Plan Year. The Plan Year shall be each May 1 through April 30.




          (s) Service. The period of a Participant’s last continuous period of employment with
an Employer, which shall commence as of the Participant’s Service Commencement Date and, subject to
the following sentence, extend to his Severance Date. If a Participant incurs a Break in Service
and then returns to employment with an Employer, the Participant’s period of Service prior to such
Break in Service shall be disregarded. If a former Participant returns to work after a Break in
Service, the Participant’s period of Service for purposes of determining the amount of Severance
Benefits payable under this Plan shall commence with the date on which the Participant first has a
new Hour of Service with the Employer after a Break in Service and shall extend to his subsequent
Severance Date. Subject to the Break in Service rule discussed herein, a Participant’s Service
shall include all Service with




II-4 









 




any affiliated company that has adopted the Plan, as listed in Appendix A, attached hereto.
Further, a Participant’s transfer of employment between affiliated employers that are listed in
Appendix A shall not cause the Participant to have a Break in Service.




          (t) Service Commencement Date. The first day upon which the Participant has an Hour
of Service.




          (u) Severance Agreement. The written agreement between the Employee and an Employer
(on a form provided by an Employer) which is a condition precedent to the Employee’s receiving the
Additional Severance Pay Benefits under the Plan. A copy of a sample Severance Agreement intended
for use in connection with this Plan is attached hereto as Appendix B.




          (v) Severance Benefits. The various benefits described in Article IV of the Plan
which are payable to or on behalf of a Participant.




          (w) Severance Date. The date the Employee’s employment with the Employer is
terminated.




          (x) Severance Pay. The severance pay payable to a Participant in accordance with the
provisions of Section 4.1.




          (y) Standard Severance Pay. The severance Pay that all eligible Participants are
entitled to receive under Section 4.1(a), regardless of whether a Participant executes a Severance
Agreement.




          (z) Years of Service. The number of complete consecutive twelve-calendar-month
periods during which the Participant has Service. Except as provided in Section 4.1(b), if a
Participant’s aggregate Years of Service include a fractional Year of Service that equals or
exceeds six Months of Service, such a fractional year shall be counted as a full Year of Service.




II-5 









 




For example, a Participant who has been employed for eight years and six months shall be
credited with nine Years of Service for purposes of this Plan. A Participant who has been employed
for eight years and five months, however, shall be credited with only eight Years of Service for
purposes of this plan.






II-6 









 








ARTICLE III




Eligibility for Severance Benefits



     An Employee shall only be eligible to receive Severance Benefits under this Plan if he
satisfies the requirements of Section 3.1(a)(1) below. The amount and form of any Severance
Benefits shall be determined in accordance with Article IV.



     3.1 Eligibility Requirements.



          (a) Termination of Employment




               (1) An Employee whose employment with the Employer is terminated shall be eligible for
Severance Benefits hereunder if his termination is due to one of the following events:



                    (A) a reduction in the Employer’s work force;



                    (B) the reorganization or restructuring of the Employer;



                    (C) changes in the Employer’s operating requirements; or



                    (D) certain other circumstances specified or determined by the Plan Administrator at the time
of termination where an Employee loses his position through no fault of his own and where his
termination is not attributable to any willful cause.



          Any Employee who loses his or her job as a result of the sale of the assets or business of the
Employer, or any division or subsidiary of the Employer, shall be eligible to receive benefits
under this Plan only in the discretion of the Plan Administrator.




               (2) Employees will not be eligible for Severance Benefits pay if they:



                    (A) leave employment with the Employer voluntarily;



                    (B) are terminated for cause or misconduct;



III-1 









 





                    (C) retire from the Employer under conditions not involving elimination or termination of
their job or position; or



                    (D) terminate employment due to accident, death or illness.



               (3) The Plan Administrator shall have the discretionary right and final authority to make any
necessary determinations of eligibility based on the factors discussed in (a)(1) and (2) above.



          (b) Severance Agreement. If an Employee satisfies the eligibility requirements of
Section 3.1(a)(1) above, and executes and does not revoke the Severance Agreement, the Employee
shall be eligible to receive Additional Severance Pay, described in Section 4.1(b) of this Plan.
The Severance Agreement shall be executed at such time and in such manner as may be specified by
the Plan Administrator, provided that eligible Employees shall be given a period of twenty-one (21)
days after they have been provided the agreement to consider whether to sign the agreement. This
period shall be extended to forty-five (45) days for persons who are 40 years of age or older and
who are terminated as part of a force reduction, reorganization or other situation involving a
“group termination.” All Employees shall have the right to revoke the signed Severance Agreement
for seven (7) days after the date of the execution of such agreement.




          (c) Return of Employer Property. All Employees, in order to be eligible to receive
and continue receiving Severance Benefits, must return to the Employer all property of the Employer
which is in the possession, custody or control of the Employee. Such property includes, but is not
limited to, all materials, documents, plans, records or papers and any copies of such documents
which relate in any way to the affairs of the Employer. Such property further includes, but is not
limited to, all tools, telephones, computers, vehicles, credit cards, Guideline




III-2 









 




Manuals, and all monies due the Employer. The Plan Administrator reserves the right to deny
or cease or initiate recovery of any payment of a Participant’s benefits, if the Plan Administrator
determines that a Participant has not complied with this section.









III-3 









 








ARTICLE IV




Amount and Form of Severance Benefits



     When an Employee satisfies the eligibility requirements of Article III and becomes a
Participant in the Plan, he shall be entitled to the Severance Benefits set forth in Sections 4.1
and 4.2 below.



     4.1 Severance Pay.



          (a) Standard Severance Pay. All Participants are entitled to receive Standard
Severance Pay which shall equal one (1) week of Base Pay.




          (b) Additional Severance Pay. In addition to the Standard Severance Pay of one week
mentioned in 4.1(a) above, an Employee shall be eligible to receive Additional Severance Pay if in
addition to satisfying the requirements of Section 3.1, the Employee has one Year of Service with
the Employer and the Employee executes and does not revoke the Severance Agreement as defined in
Section 2.1(u). For the purpose of determining only whether an Employee is initially eligible for
Additional Severance Pay, a Year of Service is a complete continuous twelve calendar-month period,
determined without the rounding up of any fractional months of employment as provided in Section
2.1(z), during which the Employee has Service. Once an Employee is determined to be eligible for
Additional Severance Pay, “Years of Service,” as defined in Section 2.1(z) of the Plan, shall be
used to determine the amount of Additional Severance Pay that a Participant is entitled to receive
under this Section.




               A Participant’s Additional Severance Pay shall be equal to the greater of:



               (1) The Effective Date Severance Benefit to which the Participant would be entitled to
receive based solely on the Participant’s Years of Service as of the Effective Date,
5/1/93; or



IV-1 









 





               (2) The Alternative Severance Benefit based on the Participant’s Years of Service as of the
date of the Participant’s termination of employment under Section 3.1.



               The Effective Date Severance Benefit and Alternative Severance Benefit based on varying Years
of Service are contained in the following chart:



Additional Severance Pay Benefit Schedule




	 	 	 	 	 
	Years of	 	Effective Date	 	Alternative
	Service	 	Severance Benefit	 	Severance Benefit
	1
	 	1 wks.	 	.333 wks.
	2
	 	3 wks.	 	1.667 wks.
	3
	 	5 wks.	 	3.000 wks.
	4
	 	7 wks.	 	4.333 wks.
	5
	 	9 wks.	 	5.667 wks.
	6
	 	11 wks.	 	7.000 wks.
	7
	 	13 wks.	 	8.333 wks.
	8
	 	15 wks.	 	9.667 wks.
	9
	 	17 wks.	 	11.000 wks.
	10
	 	19 wks.	 	12.333 wks
	11
	 	21 wks.	 	13.667 wks.
	12
	 	23 wks.	 	15.000 wks.
	13
	 	“	 	16.333 wks.
	14
	 	“	 	17.667 wks.
	15
	 	“	 	19.000 wks.
	16
	 	“	 	20.333 wks
	17
	 	“	 	21.667 wks.
	18
	 	“	 	23.000 wks.
	19
	 	“	 	24.333 wks.
	20
	 	“	 	25.667 wks.
	AND THEREAFTER
	 	“	 	1.75 wks. Per
	AN ADDITIONAL:
	 	 	 	Year of Service






               Effective Date, 5/1/93, at the level reached on the Effective Date. Such Employees are
entitled to the Effective Date Severance Benefit until the Alternative Severance Benefit exceeds
the Effective Date Severance Benefit based on the Employee’s Years of Service.




	 	EXAMPLE: 	 	 An Employee began work on 1-20-88 and at 5-1-93 has 5 Years of
Service (actually 5 years and 3 months). This Employee’s Effective
Date Severance Benefit is frozen at 9






IV-2 











 





	 	 	 	 
	 	 	 	weeks. The Employee is then terminated on 8-1-99 with 12 Years of
Service. This Employee is entitled to the greater of 9 weeks under the
Effective Date Severance Benefit or 15 weeks under the Alternative
Severance Benefit; therefore the Employee receives 15 weeks of
Additional Severance Pay (and 1 week of Standard Severance Pay).
	 	EXAMPLE:
	 	An Employee beginning work on or after the Effective Date is
entitled only to the Alternative Severance Benefit.






          (c) Earlier Termination and Recovery of Additional Severance Pay. The Employer
reserves the absolute right to terminate the payment of Additional Severance Pay and to recover any
amount of Additional Severance Pay previously paid if the Employee:




               (i) fails to cooperate in the efficient or orderly transfer of the Employee’s duties or
responsibilities to other employees; or



               (ii) if at any time, takes any action contrary to the best interests of the Employer,
including, but not limited to the following:



                    (a) any action that harms the reputation of the Employer with its customers or the public;



                    (b) any action that interferes with existing contractual relationships with customers;



                    (c) solicitation of business or contracts from any of the Employer’s clients or customers;



                    (d) usage or disclosure of any proprietary or confidential information or trade secret
obtained while an Employee of the Employer;



IV-3









 





                    (e) any violation of the Severance Agreement or any other agreement entered into between the
Employee and Employer; and



                    (f) any other action or conduct which, in the discretion of the Plan Administrator, is
contrary to the best interest of the Company.



               (iii) files any claims or suits against the Employer (other than to enforce his rights under
this Plan).



          (d) Payment of Benefits. Standard Severance Pay shall be paid at Participant’s Exit
Interview, as described in Section 4.2, below. Additional Severance Pay shall commence on the
first regular payday of the Employer following receipt by the Employer of the Employee’s executed
Severance Agreement and expiration of the seven (7) day revocation period. Additional Severance
Pay shall be payable on regular paydays of the Employer at the same rate per week as Base Pay or in
a lump sum at the option of the Employer. All Severance Pay, including Standard Severance Pay and
Additional Severance Pay, shall be paid less deductions for applicable local, state and federal
taxes, and other legally required deductions. In addition, all Severance Pay is payable to
eligible Participants in addition to any regular salary earned through an Employee’s Severance Date
and in addition to pay for any earned vacation which has not been paid. All Severance Pay,
however, shall be reduced by the amount of any unemployment compensation benefits received by
Employees. The payment of any Severance Pay under this Article IV shall cease on the date of death
of the Participant, and no survivor benefit is payable. The Plan Administrator may elect, in its
discretion, to make payments of Severance Pay in a lump sum. The amount of Severance Pay will be
offset by the amount (if any) a Participant receives pursuant to the Worker Adjustment and
Retraining Notification Act (WARN).






IV-4









 








     4.2 Exit Interview. Each eligible Employee shall have an Exit Interview with the
Employer at which time the Employer will explain the reason for the Employee’s termination. The
Employer shall pay the Employee any salary earned through the Employee’s Severance Date, as
described in Section 4.1(d), including any accrued, but unused vacation. At this meeting, the
Employer shall also pay the Employee’s Standard Severance Benefit, as described in Section 4.1(a)
and 4.1(d). At the Exit Interview, the Employee also shall return all Employer property, as
provided in Section 3.1(c) of this Plan. Further, the Employee will be given the opportunity to
ask questions regarding the Employer’s insurance programs and profit sharing programs. Employees
will also be provided a Severance Agreement at this meeting. Any Employee who elects not to
receive such an exit interview, will receive a summary of the Plan’s benefits along with a
Severance Agreement in the United States certified mail.



     4.3 Other Benefits. With the exception of the benefits provided under Sections 4.1
and 4.2 above, the Employer-paid benefits provided to a Participant shall cease as of the
Participant’s Severance Date.



IV-5









 





ARTICLE V




Plan Financing



     No assets of the Employer shall be specifically set aside for the payment of benefits under
this Plan. Any benefits payable under this Plan shall be paid solely out of the general assets of
the Employer, and the obligation of any Employer is simply an obligation to make payments according
to the terms and conditions of this Plan. A Participant’s right to any payments hereunder shall be
the same as that of any unsecured general creditor of the Employer.



V-1









 





ARTICLE VI




Administration



     6.1 Allocation of Responsibility Among Fiduciary for Plan Administration. The
Fiduciaries shall have only those powers, duties, responsibilities, and obligations as are
specifically given or delegated to them under this Plan. The Employer shall have the sole
responsibility for paying the benefits under this Plan described in Articles III and IV, and the
Corporation shall have the sole authority to appoint and remove the Plan Administrator, and to
amend or terminate this Plan in whole or in part. The Plan Administrator shall have the sole
responsibility for the administration of the Plan, which responsibility is specifically described
herein.



     6.2 Administration. The Plan shall be administered by the Plan Administrator which
may appoint or employ individuals to assist in the administration of the Plan and which may appoint
or employ any other agents it deems advisable, including legal counsel and auditors, to serve at
the Plan Administrator’s direction. All usual and reasonable expenses of the Plan Administrator in
administering the Plan shall be paid in whole or in part by the Employer.



     6.3 Claims Procedure. The Plan Administrator shall have the exclusive discretionary
authority to construe and to interpret the Plan, to decide all questions of eligibility for
benefits and to determine the amount of such benefits, and its decisions on such matters are final
and conclusive. Any exercise of this discretionary authority shall be reviewed by a court under
the arbitrary and capricious standard (i.e., the abuse of discretion standard). If, pursuant to
this discretionary authority, any written claim to any right to a benefit by an Employee is wholly
or partially denied, the Plan Administrator, or a party designated by the Plan Administrator, will
provide such claimant, within the 90-day period following the receipt of the Employee’s written



VI-1









 




claim by the Plan Administrator, a comprehensible written notice (a copy of a sample written
notice is attached hereto as Appendix C) setting forth:




          (a) The specific reason or reasons for such denial;




          (b) Specific reference to pertinent Plan provisions on which the denial is based;




          (c) A description of any additional material or information necessary for the claimant to
submit to perfect the claim and an explanation of why such material or information is necessary;
and




          (d) A description of the Plan’s claim review procedure. The claim review procedure is
available upon written request by the claimant to the Plan Administrator, or the designated party,
within 60 days after receipt by the claimant of written notice of the denial of the claim, and
includes the right to examine pertinent documents and submit issues and comments in writing to the
Plan Administrator, or the designated party. The decision on review shall be made within 60 days
after receipt of the request for review, unless circumstances warrant an extension of time not to
exceed an additional 60 days, and shall be in writing and drafted in a manner calculated to be
understood by the claimant, and include specific reasons for the decision with references to the
specific Plan provisions on which the decision is based.




     If within a reasonable period of time after the Plan receives the written claim asserted by
the Employee, the Plan Administrator, or the designated party, fails to provide a comprehensible
written notice stating that the claim is wholly or partially denied and setting forth the
information described in (a) through (d) above, the claim shall be deemed denied. Once the claim
is deemed denied, the Employee shall be-entitled to the claim review procedure described in
subsection (d)



VI-2









 




above. Such review procedure shall be available upon written request by the claimant to the
Plan Administrator, or the designated party, within 60 days after the claim is deemed denied.




     6.4 Other Administrative Powers and Duties. The Plan Administrator shall have such
powers and duties as may be necessary to discharge its functions hereunder, including but not
limited to:



          (a) To exercise its discretionary authority to construe and interpret the Plan, decide all
questions of eligibility and determine the amount, manner and time of payment of any benefits
hereunder;




          (b) To prescribe procedures to be followed by Employees requesting benefits;




          (c) To prepare and distribute, in such manner as the Plan Administrator determines to be
appropriate, information explaining the Plan;




          (d) To receive from Employees and agents and from the Employer such information as shall be
necessary for the proper administration of the Plan;




          (e) To appoint or employ individuals or other parties to assist in the administration of the
Plan and any other agents it deems advisable, including accountants and legal counsel; and




          (f) To delegate to other persons or entities, or to designate or employ persons to carry out
any of the Plan Administrator’s fiduciary duties or responsibilities or other functions under the
Plan.




     6.5 Authorization of Benefit Payments. The Plan Administrator shall issue directions
to the Employers concerning all benefits which are to be paid pursuant to the provisions of the
Plan, and shall warrant that all such directions are in accordance with this Plan.



VI-3









 





     6.6 Facility of Payment. Whenever, in the Plan Administrator’s opinion, a Participant
entitled to receive any payment of a benefit or installment thereof hereunder is under a legal
disability or is incapacitated in any way so as to be unable to manage his financial affairs, the
Plan Administrator may direct the Participant’s Employer to make payments to such person or to the,
legal representative of such person for his benefit, or the Plan Administrator may direct the
Participant’s Employer to apply the payment for the benefit of such person in such manner as the
Plan Administrator considers advisable. Any payment of a benefit or installment thereof in
accordance with the provisions of this section shall be a complete discharge of any liability for
the making of such payment under the provisions of the Plan.



VI-4









 





ARTICLE VII




Amendment of the Plan



     The Corporation shall have the absolute right at any time by instrument in writing to modify,
alter or amend the Plan in whole or in part, retroactively or otherwise, including, without
limitation, the benefits provided under the Plan. Provided, however, no such amendment shall
diminish any payment of Severance Pay that a Participant had begun to receive prior to the date of
such amendment. The Corporation’s right to amend the Plan shall not be affected or limited in any
way by an Employee’s termination of employment. Prior practices by any Employer or any entity
related to the Employer shall not diminish in any way the rights granted the Corporation under this
Article. Oral and other informal communications made by the Corporation, an Employer or their
representatives concerning the Plan shall not give rise to any rights or benefits other than those
contained in the Plan described herein, and such communications shall not diminish in any way the
rights contained in this Article. Also, it is expressly permissible for an amendment to affect
less than all of the Employees covered by the Plan.



VII-1









 





ARTICLE VIII




Termination



     The Corporation and the Employers assume no obligation to continue the Plan. The Corporation
hereby reserves the right to terminate, or to partially terminate, the Plan at any time for any
reason. If the Corporation decides to terminate or partially terminate the Plan, the Plan
Administrator shall be notified of such termination in writing and shall proceed at the direction
of the Corporation to take such steps as are necessary to discontinue the operation of the Plan in
an appropriate and timely manner. Prior practices by any Employer or any entity related to the
Employer shall not diminish in any way the rights granted the Corporation under this Article. Oral
and other informal communications made by the Corporation, an Employer or their representatives
concerning the Plan shall not give rise to any rights or benefits other than those contained in the
Plan described herein, and such communications shall not diminish in any way the rights contained
in this Article.



VIII-1









 





ARTICLE IX




Miscellaneous



     9.1 Plan as Sole Source of Separation Benefits. The only severance, or other similar,
benefits to which an Employee is entitled who terminates employment with the Employer during the
time this Plan is in effect are provided for pursuant to the terms and conditions of this Plan. No
other severance payments, severance benefits or any similar benefits shall be payable from any
other source, regardless of whether the Employee is eligible for or entitled to benefits under this
Plan, nor shall any prior practices of the Employer or any entity related to an Employer, to the
extent such practices may have existed, give rise to any rights to any benefits upon severance from
employment.



     9.2 Nonguarantee of Employment. Nothing contained in this Plan shall be construed as
a contract of employment between the Employer and any Employee, or as a right of any Employee to be
continued in the employment of the Employer, or as a limitation of the right of the Employer to
discharge any of its Employees, with or without cause.



     9.3 Spendthrift Clause. Except to the extent mandated by law, benefits payable under
this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits payable hereunder, shall be void and
of no force and effect whatsoever; provided, however, that the benefits hereunder may be assigned
or transferred to pay any bona fide debt of the Participant to an Employer. The Plan shall not in
any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of
any person entitled to benefits hereunder.



IX-1









 





     9.4 Successor to the Corporation. In the event of the dissolution, merger,
consolidation or reorganization of the Corporation, provision may be made by which the Plan will be
continued by the successor, and, in that event, such successor shall be substituted for the
Employer under the Plan.



     9.5 Delegation of Authority by the Corporation. Any action by the Corporation under
this Plan may be made by any person or persons duly authorized by the Corporation to take such
action.



     9.6 Headings. The headings of sections and subsections are for ease of reference only
and shall not be construed to limit or modify the detailed provisions thereof.



IX-2









 





ARTICLE X




Applicable Law



     The provisions of the Plan shall be construed and administered according to, and its validity
and enforceability shall be determined under ERISA. In the event ERISA does not pre-empt state law
in a particular circumstance, the laws of the State of Georgia shall govern.



     If any provision of this Plan is, or is hereafter
declared to be void, voidable, invalid or otherwise
unlawful, the remainder of the Plan shall not be
affected thereby.




X-1











 





ARTICLE XI




Signature



     The above Plan is hereby adopted and approved, to be effective as of May 1, 1993.



	 	 	 	 	 
	 	ABRAMS INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



XI-1









 






	 	 	 	 	 



APPENDIX A




ADOPTING EMPLOYERS



Abrams Industries, Inc.



Abrams Fixture Corporation



Abrams Construction, Inc.



Abrams Properties, Inc.



A-1









 





APPENDIX B




SAMPLE SEVERANCE AGREEMENT

SEVERANCE AGREEMENT




     I,
  
      
       
       
        
     
     , the undersigned, hereby acknowledge receipt of a copy of the Summary
Plan Description (“SPD”) for the Abrams Industries, Inc. Salaried Employees Severance Plan (the
“Plan”). I also acknowledge that I have been given                      days to review the SPD, to review this
Agreement, and to decide whether or not to accept the terms and conditions required for my receipt
of the Additional Severance Pay Benefit (hereinafter “Severance Pay”) offered as part of the Plan.
I certify that I have had the opportunity to obtain all advice and information I deem necessary
with respect to the matters covered by this Agreement and the SPD including the opportunity to
consult with legal counsel or anyone else of my choosing.



     I agree not to take any action which disparages or criticizes Abrams Industries, Inc. or its
affiliated corporations, hereinafter referred to as “the Company,” or its management or practices
or which disrupts or impairs its normal operations, including actions which would result in the
filing of any claims, lawsuits or charges against the Company as a result of anything which has
occurred up to and including the present date. I understand that the Severance Pay I will receive
under the Plan is being provided in lieu of wages; therefore, I agree that those payments will be
reduced by any unemployment benefits or similar job-related benefits I receive from any state or
federal agency as compensation for any loss of wages during the Severance Pay period.



     In addition, and in further consideration of my receiving additional Severance Pay in the
total sum of       
       
       
 payable $      
       
        
 weekly for     
        
         weeks, the
sufficiency of which I acknowledge as calculated on the basis of my continuous service to the
Company from     
       
         
 to        
        
     ; I hereby agree to release and discharge the
Company, its officers, directors and employees from any and all claims, losses or expenses I now
have or have had, or may later claim to have had against them arising out of my employment with the
Company or termination therefrom. I understand and agree that I will not be entitled hereafter to
pursue any claims arising out of any alleged violation of my rights while employed by the Company,
including, but not limited to claims for back pay, losses or other damages to me or my property
resulting from any alleged violation of state or federal law, such as (but not limited to, claims
arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et.
seq. (prohibiting discrimination on account of race, sex, national origin or religion);
claims arising under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§ 621,
et. seq. (prohibiting discrimination on account of age); claims under the
Employment Retirement Income Security Act of 1974, as amended (ERISA), 29 U.S.C. § 1001,
et. seq.; claims under the Americans with Disabilities Act of 1990 (ADA) 42 U.S.C.
§§ 12101-12213 (Supp. II 1990); and any similar federal or state law claim relating to my
employment.



     By signing this Agreement and accepting the Severance Pay provided by the Plan, I agree that I
will not hereafter pursue any individual claim against the Company, its officers, directors and
employees, in any state or federal court, or before any state or federal agency, including, for
example, the Equal Employment Opportunity Commission or the Department of Labor for, or on



B-1









 




account of anything which has occurred up to the present time as a result of my employment or
the termination of my employment with the Company. I also understand and agree that the Company
will have no obligation to re-employ me.




     I understand that, for a period of up to and including seven (7) days after the date I sign
this Agreement, I may revoke it entirely. No rights or obligations contained in this Agreement
shall become enforceable before the end of this seven-day revocation period. If I decide to revoke
the Agreement, I will deliver to the Company a signed Notice of Revocation on or before the end of
this seven-day period. Upon delivery of a timely Notice of Revocation, this Agreement shall be
cancelled and void and neither party to this Agreement shall have any rights or obligations arising
under it.



     I FURTHER ACKNOWLEDGE AND AGREE THAT NO OTHER PROMISE OR AGREEMENT OF ANY KIND HAS BEEN MADE
TO ME BY THE COMPANY TO CAUSE ME TO EXECUTE THIS AGREEMENT AND THAT THE ONLY CONSIDERATION FOR MY
EXECUTION OF THIS AGREEMENT IS SET FORTH COMPLETELY AND FULLY IN THIS DOCUMENT AND IN THE ABRAMS
INDUSTRIES, INC. SALARIED EMPLOYEES SEVERANCE PLAN. I HAVE CAREFULLY READ THIS AGREEMENT, I
UNDERSTAND ITS MEANING AND INTENT, AND I VOLUNTARILY AGREE TO ABIDE BY ITS TERMS. I ACKNOWLEDGE
RECEIVING A COPY OF THIS AGREEMENT AND SUMMARY PLAN DESCRIPTION FOR MY PERSONAL RECORDS.



	 	 	 	 	 	 	 	 	 

	FOR (NAME OF COMPANY)	 	 	 	WITNESSED:
	 
	 	 	 	 	BY:	 	 
	(Name & Title of Officer)	 	 	 	 	 	Signature
	 
	Date:

	 	 	 	 	 	Date:	 	 
	 
	NOTARY:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	Date:
	 	 	 	 	 	 	 	 
	 
	EMPLOYEE’S SIGNATURE	 	 	 	WITNESSED:
	 
	 

	 	 	 	BY:	 	 
	 
	Date:

	 	 	 	 	 	Date:	 	 
	 
	NOTARY:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	Date:
	 	 	 	 	 	 	 	 






B-2









 






APPENDIX C




SAMPLE PLAN ADMINISTRATOR’S CLAIM DENIAL LETTER



[ABRAMS LETTERHEAD]

[Date]



[Participant’s Name]

(Address]



Dear [Participant]:




     On [date] the Plan Administrator reviewed your request dated [date] for Severance Pay under
the Abrams Industries, Inc. Salaried Employees Severance Plan (the “Plan”). After a full review of
your request and a review of any documents relating to your request, the Plan Administrator has
determined that you are not entitled to Severance Benefits under the Plan. The reasons for the
Plan Administrator’s decision are set forth below.




[Paragraph 1 (and 2 or 3 if necessary) should state the specific reason or reasons
for the denial of benefits. This part should make specific reference to the
pertinent provisions of the Plan on which the denial is based.]




[Paragraph 2 should request any additional material or information necessary for the
employee to submit to perfect the claim, if applicable, and an explanation of why
this material or information is necessary.]



     You have the right to request a review of this decision by notifying the Plan Administrator in
writing within 60 days of your receipt of this letter of your desire for a review of this claim.



     In connection with this review, you may examine pertinent Plan documents and submit issues and
comments in writing to the Plan Administrator. Your request for review should indicate the
specific items you want reviewed, and the basis on which you think the decision should be reversed
and if you desire a hearing on the request for review.



     The Plan Administrator’s decision on review will be made within 60 days after it receives your
written request for review, unless the circumstances warrant an extension of time. This decision
will be in writing and will indicate the basis for the Plan Administrator’s decision on review.



	 	 	 	 	 
	 	Sincerely,



The Plan Administrator

Abrams Industries, Inc.

Salaries Employees Severance Plan

 	 
	 	By:  	 	 
	 	 	(Name and Title) 	 
	 	 	 	 



C-3









 






	 	 	 	 	 



AMENDMENT NO. 2

TO THE

ABRAMS INDUSTRIES, INC.

SALARIED EMPLOYEES SEVERANCE PLAN





     This Amendment made and entered into this 24th day of September, 2001, by Abrams Industries,
Inc. (the “Company”);



WITNESSETH:




     WHEREAS, the Company previously adopted the Abrams Industries, Inc. Salaried Employees
Severance Plan (the “Plan”) effective as of May 1, 1993, and has previously amended the Plan; and



     WHEREAS, the Company now desires to amend the Plan to clarify that: (a) employees who
otherwise have an employment agreement with the Company or an agreement with the Company for
severance or termination; and (b) employees who are on furlough or completing a furlough, are not
eligible for the Plan; and



     WHEREAS, the Company desires to amend the Plan to recognize the “bridged” service for
Servidyne Systems employees; and



     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained
herein and contained in the Plan, the Plan is hereby amended as follows:



1.




     Section 2.1(t), the definition of Service, is amended effective as of May 9, 2001, by adding
at the end as follows:




“Employees who were employed by Servidyne Systems, Inc. on May 9, 2001, and who
continue in employment with an Employer after that date shall include in Service the
period of employment with Servidyne Systems, Inc. prior to such date subject to the
terms of this Plan with respect to the calculation of Service and the effect of
Breaks in Service.



2.




     Section 3.1 is hereby amended effective as of December 1, 2000, by adding at the end of
Section 3.1 two new subsections, (a)(2)(E) and (a)(2)(F), as follows:




“(E) are not actively working due to furlough status, as determined by the Company,
or are terminated at the end of the furlough status, or




“(F) have entered into an employment agreement with the Employer or have entered
into an agreement with respect to termination with the Employer under the terms of
which severance or other payment upon termination of employment is to be made,
unless such agreement provides for participation in this Plan.”



 









 





3.




     Appendix A is amended effective as of May 9, 2001, by adding as an Adopting Employer,
Servidyne Systems, LLC.



4.




     This Amendment No. 2 to the Plan shall be effective as of the date of this Amendment, except
as otherwise provided herein. Except as herein amended, the provisions of the Plan shall remain in
full force and effect.



     IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 as of the day and year
first written above.



	 	 	 	 	 	 
	 	ABRAMS INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 
	 	 	Title: 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



AMENDMENT NO. 1

TO THE

ABRAMS INDUSTRIES, INC.

SALARIED EMPLOYEES SEVERANCE PLAN





     This Amendment made and entered into this 8th day of August, 1995, by Abrams Industries, Inc.
(the “Company”);



WITNESSETH:




     WHEREAS, the Company previously adopted the Abrams Industries, Inc. Salaried Employees
Severance Plan (the “Plan”) effective as of May 1, 1993; and



     WHEREAS, the Company now desires to amend the Plan to permit the Company, at its discretion,
to provide a reduced level of benefits to certain employees terminated for unacceptable job
performance;



     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained
herein and contained in the Plan, the Plan is hereby amended as follows:



1.




     Section 2.1 is hereby amended by adding to the list on page II-1 a new definition (s) entitled
“Reduced Severance Pay” and by renumbering the remainder of the list accordingly. Section 2.1 is
further amended by adding a new subsection (s) as follows, and by renumbering the current
subsections (s) through (z) (and any references thereto) accordingly:




“(s) Reduced Severance Pay — The reduced level of Severance Pay that
certain Participants may receive under Section 4.1(c).”



2.




     Subsection 4.1(b) is hereby amended by deleting the first sentence of such subsection in its
entirety and by substituting the following therefor:”




“In addition to the Standard Severance Pay of one week mentioned in Section 4.1(a)
above, and except as provided in Section 4.1(c) below, an Employee shall be eligible
to receive Additional Severance Pay if, in addition to satisfying the requirements
of Section 3.1, the Employee has one Year of Service with the Employer and the
Employee executes and does not revoke the Severance Agreement as defined in Section
2.1(v).”



3.




     Section 4.1 is hereby further amended by adding a new subsection (c) as follows and by
renumbering the current subsections (c) and (d) (and any references thereto) accordingly:



 









 






“(c) Reduced Severance Pay — An Employee who is terminated for
performance-related reasons not involving willful misconduct or violation of the
Employer’s policies, who would otherwise satisfy the requirements for and be
eligible to receive Additional Severance Pay under Section 4.1(b) above, may, in the
discretion of the Plan Administrator, be eligible for Reduced Severance Pay in an
amount equal to one-half of the Additional Severance Pay calculated in accordance
with the rules of Section 4.1(b). Such Reduced Severance Pay shall be treated as
Additional Severance Pay for all purposes under this Plan. If such Employee is not
entitled to Reduced Severance Pay, he shall only be entitled to one week of Standard
Severance Pay.”



4.




     This Amendment No. 1 to the Plan shall be effective as of August 8, 1995. Except as herein
amended, the provisions of the Plan shall remain in full force and effect.



     IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 as of the day and year
first written above.



	 	 	 	 	 
	 	ABRAMS INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	Title:  Chairman and CEO