exh10-27.htm


    Exhibit
27

      ASTEC
INDUSTRIES, INC.

      SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

      AMENDMENT
AND RESTATEMENT EFFECTIVE JANUARY 1, 2009

      


      


      Effective
January 1, 1995, Astec Industries, Inc. established this Supplemental Deferred
Compensation Plan (the “Plan”) to enhance for certain highly compensated
Executive Officers the retirement benefit provided by Astec Industries,
Inc.  Effective as of January 1, 2009, Astec Industries, Inc. hereby
amends and restates the Plan in its entirety, primarily to add certain provisions required to be included in the
Plan pursuant to Internal Revenue Code Section 409A.  As permitted
under guidance issued under Code Section 409A, the Plan does not contain
provisions retroactive to the effective date of Section 409A (January 1, 2005),
but the Plan has complied with Section 409A and guidance thereunder since the
effective date of such legislation.

      


      


      ARTICLE I -
DEFINITIONS

      


      As used
herein, the following terms shall have the following meanings unless a different
meaning is plainly required by the context:

      


      
        	
                1.1

              	
                ACCOUNT:  The
      bookkeeping account maintained by the Administrator for each Participant
      under the Plan, which reflects the credits to the Participant’s Account
      under Section 3.1 and the deemed Investment Results
      thereon.  For a Participant who received credits under this Plan
      prior to January 1, 2005, the Account includes both a Pre-2005 Company
      Contribution Account (which is exempt from Section 409A) and a Post-2004
      Company Contribution Account (which is subject to Section
      409A).

              


      

      


      
        	
                1.2

              	
                ADMINISTRATOR:  The
      Committee designated by the Board to administer the Basic
      Plan.

              


      

      


      
        	
                1.3

              	
                BASIC
      PLAN:  The Astec Industries, Inc. 401(k) Retirement Plan,
      as it may be amended from time to
time.

              


      

      


      
        	
                1.4

              	
                BENEFICIARY:  The
      party or parties entitled to receive a Participant’s Benefit in the event
      of the Participant’s death.

              


      

      


      1.5           BENEFIT:  The
Benefit payable to the Participant pursuant to Article 3.

      


      1.6           BOARD:  The
Board of Directors of Astec Industries, Inc.

      


      1.7           CODE:  The
Internal Revenue Code of 1986, as amended.

      


      1.8           COMPANY:  Astec
Industries, Inc.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                1.9

              	
                COMPENSATION:  The
      total base salary and annual bonuses paid by Astec Industries, Inc. to the
      Participant during the applicable calendar year, including salary
      reduction pre-tax contributions made pursuant to a Code Section 401(k)
      plan.  Compensation shall be determined by excluding
      reimbursements or other expense allowances, fringe benefits (cash and
      non-cash), moving expenses, and welfare benefits (and for this purpose,
      workers’ compensation payments of any type and severance pay of any type
      shall be considered “welfare benefits,” but sick pay, short term
      disability and vacation pay are not considered “welfare
      benefits”).  In addition, Compensation shall be determined by
      excluding the
      following types of remuneration:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Employer
      contributions to a plan of deferred compensation which are not includible
      in the employee’s gross income for the taxable year in which contributed,
      or employer contributions under a simplified employee pension plan, or any
      distributions from a plan of deferred
  compensation;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Amounts
      realized from the exercise of a stock option, or when restricted stock (or
      property) held by the employee either becomes freely transferable or is no
      longer subject to a substantial risk of forfeiture;
  and

              


      

      


      
        	
                (3)  

              	
                Amounts
      realized from the sale, exchange or other disposition of stock acquired
      under a qualified stock option.

              


      

      


      
        	
                1.10

              	
                INVESTMENT
      RESULTS:  The deemed return on the investment of the
      contributions on behalf of each Participant during each calendar year
      under this Plan.  The investment options that are available for
      selection by Participants under this Plan from time to time generally
      shall be the same as the investment options made available to participants
      under the Basic Plan, provided, however, and notwithstanding the
      foregoing, that (a) a Participant may make separate and different
      investment elections under this Plan and the Basic Plan; (b) there shall
      be no self-directed brokerage option under this Plan; (c) there shall be
      no restriction under this Plan on the percentage of a Participant’s
      Account under this Plan that may be deemed to be invested in common stock
      of the Company; (d) the Administrator may restrict investment elections
      with respect to deemed investment in common stock of the Company to the
      extent necessary to comply with federal and state securities law; and (e)
      the Administrator may make such other changes to the investment options
      offered under this Plan from time to time as the Administrator deems
      necessary or appropriate in its
discretion.

              


      

      


      
        	
                1.11

              	
                PARTICIPANT:  Those
      executive officers of Astec Industries, Inc. determined by the Board to be
      eligible and designated by the Board as participants from time to
      time.

              


      

      


      
        	
                1.12

              	
                PRE-2005 COMPANY
      CONTRIBUTION ACCOUNT: If applicable, Pre-2005 Company Contribution
      Account means the value of the Participant’s Account on December 31, 2004,
      together with the Investment Results with respect to such Account
      thereafter.

              


      


      
        
          
             

            


          

           


        

        
          2

          
            

          

        

        
           


        

      


      


      
        	
                1.13

              	
                POST-2004 COMPANY
      CONTRIBUTION ACCOUNT:  The value of the Participant’s
      Account, minus the value of the Participant’s Pre-2005 Company
      Contribution Account.  This generally means the Participant’s
      employer credits after December 31, 2004 and Investment Results
      thereto.  The Post-2004 Company Contribution Account Account
      shall be subject to Code Section 409A and applicable guidance
      thereunder.

              


      

      


      
        	
                1.14

              	
                SEPARATION FROM
      SERVICE:  Separation from Service means separation from
      service as determined under Code Section 409A and applicable guidance
      thereunder.

              


      

      


      
        	
                1.15

              	
                SPECIFIED
      EMPLOYEE:  Specified Employee shall have the meaning assigned to such term in Code Section
      409A(2)(b)(i) and regulations thereunder.  The Company’s
      Specified Employees shall be determined in accordance with rules adopted
      by the Administrator, which shall be applied consistently with respect to
      all nonqualified deferred compensation arrangements of the
      Company.

              


      

      


      


      The
following terms shall have the same meanings as contained in the Basic Plan
unless a different meaning is plainly required by the context:  Plan
Year, Spouse, and Years of Service.

      


      ARTICLE 2 -
PARTICIPATION

      


      Participation
in the Supplemental Executive Retirement Plan shall be limited to those key
executive officers responsible for the ultimate efficient and profitable
operation of the Company, who have been selected by the Board of
Directors.  Appendix A to the Plan lists the effective date
participation commenced (and, if applicable, the date participation ceased) for
each Participant.

      


      Unless
otherwise specified on Appendix A, each eligible employee will participate as of
January 1 of the year he is first designated a participant by the
Board.  Participation in the Plan shall cease on the date the
Participant terminates employment with the Company and all of its
affiliates.

      


      ARTICLE 3 - RETIREMENT
BENEFITS

      


      
        	
                3.1

              	
                CREDITS TO
      ACCOUNT:  Each Account will be credited with the Employer
      contributions and adjusted for Investment Results.  The amount
      of the Employer contribution will be determined at the date an Employee
      becomes a Participant in this Plan, subject to increase or decrease at a
      later date in the sole discretion of the Board of
      Directors.  Unless specified otherwise by the Board, the initial
      contribution rate for the Participants designated in Article II is 10% of
      Compensation.

              


      


      
        
          
             

            


          

           


        

        
          3

          
            

          

        

        
           


        

      


      


      3.2           VESTING:  A
Participant shall always be 100% vested in his or her Account.

      


      
        	
                3.3

              	
                PAYMENT OF
      BENEFITS:  Payment of the deemed amount accumulated in a
      Participant’s Account shall be made or shall commence on a date determined
      by the Administrator during the 90 day period following the Participant’s
      Separation from Service; provided, however, that, if at any time the payment of benefits under the
      Plan with respect to a Specified Employee would be restricted by Code
      Section 409A(a)(2)(i), such payment shall be made on the six month
      anniversary of the Participant’s Separation from Service, except in the
      event of death.

              


      

      


      The
default form of payment shall be a single lump sum.  However, a
Participant may elect payment in the form of annual installments, to be paid
over a period elected by the Participant, but not to exceed 10
years.  In the event payment is made in installments, the
Participant’s Account shall continue to be adjusted for earnings as provided in
Section 4.02, and the amount of the payment to be made in a given year shall be
equal to (i) times (ii), where (i) equals the value of the Participant’s Account
as of the most recent valuation date, and (ii) equals a fraction, the numerator
of which is one, and the denominator of which is the number of installments to
be paid under the Participant’s election (including the current
installment).

      


      Within
thirty (30) days of the date a Participant becomes eligible to participate in
the Plan, the Participant may elect payment in
installments.  Thereafter, a Participant may elect payment in
installments or may change his or her election from installments to lump sum,
only as follows:

      


      (i)           such
subsequent election is made no later than twelve (12) months preceding the
earlier of the date the Participant Separates from Service; and

       

      (ii)           such
subsequent election with respect to the Member’s Section 409A Account must defer
the commencement of distribution of the Section 409A Account for a period of
five (5) years from the date such payment would have otherwise
commenced.

       

      All
distributions shall be made in the form of cash.

      


      
        	
                3.4

              	
                DISTRIBUTION IN THE
      EVENT OF DEATH:  If a Participant dies before beginning
      to receive his Account, his Account shall be distributed to his
      Beneficiary in a single lump sum as soon as practicable following the
      Participant’s death.  If the Participant elects installment
      payments and dies before receiving all of such payments, the Participant’s
      Beneficiary shall, as soon as practicable following the Participant’s
      death, receive the balance of the Participant’s Account, valued as of the
      most recent date the Account was valued preceding the distribution to the
      Beneficiary.

              


      


      
        
          
             

            


          

           


        

        
          4

          
            

          

        

        
           


        

      


      3.5           ACCELERATION PERMITTED ONLY
IN SPECIFIED CIRCUMSTANCES: The timing of a distribution of a
Participant’s Post-2004 Company Contribution Account may not be accelerated,
except in the event of a permissible acceleration of distribution under Treasury
Regulation Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii)
(conflicts of interest), (j)(4)(vi) (payment of employment taxes), (j)(4)(vii)
(payment upon income inclusion under Section 409A), (j)(4)(ix) (plan
terminations and liquidation), (j)(4)(xi) (payment of state, local or foreign
taxes), (j)(4)(xiii) (certain offsets) and (i)(4)(xiv) (bona fide
disputes).

      


      ARTICLE 4 - AMENDMENT AND
TERMINATION

      


      
        	
                4.1  

              	
                AMENDMENT:  The
      Company may amend any or all of the provisions of this Plan at any time
      without the consent of any Participant or Beneficiary; provided, however,
      that no such amendment shall deprive any Participant or Beneficiary of any
      Benefit which had accrued prior to the effective date of such
      amendment.

              


      

      


      
        	
                4.2  

              	
                TERMINATION:  The
      Company may terminate the Plan at any time and shall cease paying Benefits
      hereunder immediately upon the effective date of such
      termination.  Within 90 days following such effective date, the
      Company shall pay to each Participant or Beneficiary an amount equal to
      the value of the Participant’s Pre-2005 Company Contribution Account as of
      the most recent date the Participant’s Account was valued preceding the
      distribution to the Participant.  With respect to each
      Participant’s post-2004 Company Contribution Account, the termination of
      the Plan must comply with the requirements
      of Treasury Regulation Section
  1.409A-3(j)(4).

              


      

      


      ARTICLE 5 -
ADMINISTRATION

      


      
        	
                5.1  

              	
                ADMINISTRATION:  The
      Administrator shall administer the Plan and shall have all powers
      necessary or appropriate to enable it to carry out its duties including,
      without limitation, the power to interpret the Plan and to make, establish
      and change rules and procedures with respect to the operation of the
      Plan.  The Administrator shall have the authority to decide all
      questions arising under the Plan including those involving an individual’s
      eligibility for Benefits and to determine the amount of any Benefit to be
      paid to any Participant or Beneficiary hereunder.  All such
      decisions shall be conclusive and binding on all
  persons.

              


      

      


      
        	
                5.2  

              	
                REQUIRED
      INFORMATION:  Each Participant and Beneficiary shall
      furnish the Administrator such information as it shall consider necessary
      or desirable for purposes of administering the Plan.  The
      provisions of the Plan respecting the payment of any Benefit are
      conditional upon the Administrators prompt receipt of such
      information.  The Company, the Administrator and any other party
      involved in the administration of the Plan shall be entitled to rely upon
      any information furnished by a Participant or Beneficiary with respect to
      any matters required to be determined hereunder and shall not be liable on
      account of the payment of any moneys or the doing of any act or failure to
      act in reliance thereon.

              


      


      
        
          
             

            


          

           


        

        
          5

          
            

          

        

        
           


        

      


      


      
        	
                5.3  

              	
                CLAIMS:  Any
      person having a claim for the payment of a Benefit shall file such claim
      with the Administrator in writing on a form furnished by
    it.

              


      

      


      
        	
                (a)  

              	
                Denial of
      Claims:  In the event any such claim is denied or not
      paid within 60 days after the date of the filing thereof, the
      Administrator shall notify the claimant in writing of the specific reasons
      for the denial or nonpayment, the specific provisions of this Plan upon
      which such denial or nonpayment is based and the appeal procedures set
      forth below.

              


      

      


      
        	
                (b)  

              	
                Appeal
      Procedures:  The Administrator shall review appeals of
      claims which have been denied or have not been paid.  Any
      claimant whose claim has been denied or has not been paid within said 60
      day period may file a written appeal of such denial or nonpayment with the
      Administrator within 90 days after the expiration of said 60 day period
      together with such information concerning such claim as the claimant
      desires the Administrator to consider in its review of such denial or
      nonpayment.  Not later than 60 days after its receipt of any
      such appeal, the Administrator shall notify the claimant in writing of its
      decision on such appeal setting forth the specific reasons for its
      decision and the provisions of the Plan upon which its decision is
      based.

              


      

      


      
        	
                5.4  

              	
                DISPUTES:  If
      a dispute arises as to the proper recipient of any payment, the
      Administrator, in its sole discretion, may withhold or cause such payment
      to be withheld until the dispute shall have been settled or determined by
      a court of competent jurisdiction.

              


      

      


      ARTICLE 6 –
MISCELLANEOUS

      


      
        	
                6.1  

              	
                OWNERSHIP OF
      ASSETS:  Any assets which may be used to discharge the
      Company’s obligations under this Plan shall be and remain the property of
      the Company.  No person other than the Company shall, by virtue
      of this Plan, have any interest in such assets and no Participant or
      Beneficiary shall have any right, title or interest in, or claim to, any
      investments the Company may make to aid the Company in meeting its
      obligations hereunder.  To the extent that any person acquires a
      right to receive payments from the Company under this Plan, such right
      shall be no greater than the right of any unsecured general creditor of
      the Company.

              


      

      


      
        	
                6.2  

              	
                NO
      ASSIGNMENT:  No Benefit payable hereunder shall be
      subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge or encumbrance and any attempt to anticipate, alienate,
      sell, transfer, assign, pledge or encumber or charge the same shall be
      void.  No such Benefit shall in any manner be subject to the
      debts or liabilities of any Participant or Beneficiary nor shall it be
      subject to attachment or legal process for or against such person and the
      same shall not be recognized hereunder except to such extent as may be
      required by law.

              


      


      
        
          
             

            


          

           


        

        
          6

          
            

          

        

        
           


        

      


      


      
        	
                6.3  

              	
                EFFECT ON
      EMPLOYMENT:  Nothing contained herein shall give any
      Participant the right to be retained in the service of the Company or to
      interfere with the right of the Company to discharge any Participant at
      any time regardless of the effect which such discharge shall or may have
      upon such individual as a
Participant.

              


      

      


      
        	
                6.4  

              	
                PAYMENTS TO MINOR OR
      INCOMPETENT:  In making any payment to or for the benefit
      of any minor or incompetent person or any other person who, in the opinion
      of the Administrator, is otherwise unable to apply such distribution to
      his own best interest and advantage, the Administrator, in its discretion
      may direct that such distribution be made directly to such person, to the
      legal guardian, conservator or custodian of such person for the use and
      benefit of such person or to a relative of such person to be expended by
      such relative for the benefit of such person.  The Administrator
      shall not be obligated to see to the application of any such
      payment.

              


      

      


      
        	
                6.5  

              	
                INDEMNIFICATION:  The
      Company agrees to hold harmless and indemnify the members of the Committee
      and all directors, officers and employees of the Company against any and
      all parties whomsoever, and all losses therefrom, including without
      limitation, costs of defense and attorneys’ fees, based upon or arising
      out of any act or omission relating to, or in connection with, this Plan
      other than losses resulting from such person’s fraud or willful
      misconduct.

              


      

      


      
        	
                6.6  

              	
                BINDING ON EMPLOYER,
      PARTICIPANTS AND THEIR SUCCESSORS:  This Plan shall be
      binding upon and inure to the benefit of the Company and to any other
      Employers participating in this Plan, their successors and assigns and the
      participant and his heirs, executors, administrators, and duly appointed
      legal representatives.

              


      

      


      
        	
                6.7  

              	
                RIGHTS OF AFFILIATES
      TO PARTICIPATE:  Any affiliate of the Company that
      employs an employee who participates in this Plan shall be deemed to have
      adopted this Plan.  The administrative powers and control of the
      Company, as provided in this Plan, shall not be deemed diminished under
      this Plan by reason of the participation of any affiliate and the
      administrative powers and control granted hereunder to the Committee shall
      be binding upon any affiliate adopting this
  Plan.

              


      

      


      
        	
                6.8  

              	
                APPLICABLE
      LAW:  The provisions of this Plan shall be interpreted
      and construed according to the laws of the State of
    Tennessee.

              


      

      


      
        	
                6.9  

              	
                EFFECTIVE
      DATE:  This amended and restated Plan shall be effective
      as of January 1, 2009.  Except as amended herein, the Plan
      remains in full force and effect.

              


      

      


      IN
WITNESS WHEREOF, Astec Industries, Inc. has caused this instrument to be
executed by its duly authorized officers on this 23rd day of October,
2008.

      


      ASTEC INDUSTRIES, INC.

      By: F. McKamy
Hall                             

      Title: V.P., CFO, &
Treasurer                


      
        
          
             

            


          

           


        

        
          7

          
            

          

        

        
           


        

      


      


      APPENDIX
A

      Each
Participant’s Date of Participation

      


      


      


      
        
          
            
              	
                      Name
      of Participant

                    	
                      Effective
      Dates of Participation

                    
	
                      J.
      Don Brock

                    	
                      January
      1, 1995

                    
	
                      Thomas
      R. Campbell

                    	
                      January
      1, 1995

                    
	
                      Frank
      Cargould

                    	
                      January
      1, 1995

                    
	
                      Jeff
      Elliott

                    	
                      January
      1, 1995

                    
	
                      Tim
      Gonigam

                    	
                      January
      1, 1995

                    
	
                      Albert
      E. Guth

                    	
                      January
      1, 1995 - December 31, 2006

                    
	
                      F.
      McKamy Hall

                    	
                      January
      1, 1995

                    
	
                      Richard
      Patek

                    	
                      January
      1, 1995

                    
	
                      W.
      Norman Smith

                    	
                      January
      1, 1995

                    
	
                      Robert
      A. Stafford

                    	
                      January
      1, 1995 - June 30, 2006

                    
	
                      Joseph
      Vig

                    	
                      January
      1, 1995

                    
	
                      Jeff
      Richmond

                    	
                      May
      1, 2004

                    
	
                      Neal
      Ferry

                    	
                      January
      1, 2005-July 17, 2007

                    
	
                      Richard
      Dorris

                    	
                      January
      3, 2005

                    
	
                      Alan
      Odgers

                    	
                      May
      1, 2005-January 31, 2008

                    
	
                      Ben
      Brock

                    	
                      January
      1, 2007

                    
	
                      James
      Pfeiffer

                    	
                      January
      1, 2007

                    
	
                      Michael
      A. Bremmer

                    	
                      January
      1, 2007

                    
	
                      David
      L. Winters

                    	
                      January
      1, 2007

                    
	
                      Stephen
      C. Anderson

                    	
                      January
      1, 2008

                    
	
                      Lawrence
      R. Cumming

                    	
                      January
      1, 2008

                    
	
                      Neil
      Peterson

                    	
                      January
      1, 2008

                    
	
                      David
      C. Silvious

                    	
                      January
      1, 2008

                    
	
                      Joe
      K. Cline

                    	
                      February
      1, 2008