EX-10.2






Exhibit 10.2




BOWNE & CO, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Effective as of January 1, 1999

Revised as of January 1, 2003

Revised as of December 31, 2008










 



 


BOWNE & CO. INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




INTRODUCTION



Bowne & Co., Inc. (the “Corporation”) has adopted the Bowne & Co., Inc. Supplemental Executive
Retirement Plan (the “Plan”) as previously amended and restated effective as of January 1, 2003,
and as herein amended and restated effective as of December 31, 2008, and as it may be hereafter
amended from time to time, to provide additional retirement income and death benefit protection to
certain highly compensated employees in recognition of their contribution to the Corporation and
other participating affiliated companies in carrying out their senior management responsibilities.
The terms and conditions of participation and benefits under the Plan are set out in this document.



All benefits payable under the Plan, which is intended to constitute a nonqualified, unfunded
deferred compensation plan for a select group of management employees under Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), shall be paid out of the general
assets of the Corporation and other participating affiliated companies. The Corporation may
establish and fund a trust in order to aid in providing benefits due under the Plan.



Notwithstanding the provisions of the Plan as amended and restated herein, the portion of a
Eligible Employee’s benefit, if any, payable under the provisions of this Plan equal to his
Grandfathered Pre-2005 Benefit (as defined herein) shall be subject to the provisions of the Plan
as in effect on October 3, 2004 without regard to any Plan amendments after October 3, 2004 which
would constitute a material modification for Code Section 409A purposes.










 




 


BOWNE & CO. INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2. MEMBERSHIP
	 	 	10	 
	 
	 	 	 	 
	2.01 Eligibility
	 	 	10	 
	2.02 Termination of Membership
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 3. AMOUNT OF PAYMENT OF BENEFITS
	 	 	11	 
	 
	 	 	 	 
	3.01 Payment of Benefit
	 	 	11	 
	3.02 Amount of Benefit
	 	 	11	 
	3.03 Form of Payment
	 	 	12	 
	3.04 Termination of Employment Before Normal Retirement Date
	 	 	14	 
	3.05 Disability Benefit
	 	 	17	 
	3.06 Pre-Retirement Death Benefit
	 	 	18	 
	3.07 Restoration of Service
	 	 	18	 
	3.08 Change of Beneficiary After Retirement
	 	 	19	 
	3.09 Non-competition
	 	 	19	 
	3.10 Change in Control Provisions
	 	 	20	 
	3.11 Specified employee Provisions
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 4. GENERAL PROVISIONS
	 	 	24	 
	 
	 	 	 	 
	4.01 Administration
	 	 	24	 
	4.02 Funding
	 	 	24	 
	4.03 No Contract of Employment
	 	 	25	 
	4.04 Competency
	 	 	25	 
	4.05 Withholding Taxes
	 	 	26	 
	4.06 Nonalienation
	 	 	26	 
	4.07 Forfeiture for Cause
	 	 	26	 
	4.08 Mergers/Transfers
	 	 	27	 
	4.09 Calculations
	 	 	27	 
	4.10 Elections
	 	 	28	 
	4.11 Acceleration of Payment
	 	 	28	 
	4.12 Construction
	 	 	29	 
	4.13 Insurance Products
	 	 	29	 
	4.14 Nature of Obligation
	 	 	29	 
	4.15 Claims Procedure
	 	 	30	 
	4.16 Acceleration of or Delay in Payment
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 5. AMENDMENT OR TERMINATION
	 	 	32	 












 



 


BOWNE & CO., INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




ARTICLE 1. DEFINITIONS





	1.01	 	“Actuarial Equivalent” shall mean the equivalent value when computed on the basis of the
average of the mortality rates for males and females (50/50 blend) under the 1994 GAR
Mortality Table and an interest rate of five (5) percent per year, compounded annually except
with respect to a lump sum determined under Sections 3.03(b)(iii), 3.06(b), and 3.10 which
shall be computed using the IRS Interest Rate.
	 
	1.02	 	“Administrative Committee” shall mean the Corporation’s Compensation and Management
Development Committee of the Board of Directors, any delegated successor or substitute
committee thereto or, during any period of time when no such committee is in existence, the
Corporation’s entire Board of Directors. Any action taken by the Corporation’s Administrative
and Investment Committee pursuant to a valid delegation by the Administrative Committee shall
be considered action taken by the Administrative Committee.
	 
	1.03	 	“Affiliated Company” shall mean any company not participating in the Plan which is a member
of a controlled group of corporations (as defined in Section 414(b) of the Code) which also
includes the Company as a member; any trade or business under common control (as defined in
Section 414(c) of the Code) with the Company; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section 414(m) of the Code)
which includes the Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the Code.










 



Page 2 


	1.04	 	“Annual Bonus” shall mean the amount, if any, awarded to an Eligible Employee under the
Company’s annual incentive program.
	 
	1.05	 	“Average Final Compensation” shall mean the average of the annual Compensation of an Eligible
Employee during the five (5) calendar years in the last ten (10) years of his or her
employment immediately preceding the date of his or her Termination of Employment with the
Company and all Affiliated Companies, or the date he or she ceases to be an Eligible Employee,
if earlier, which affords the highest such average; provided, however, if a Member has less
than five years of employment with the Company or an Affiliated Company on his or her
termination date if such date is after the occurrence of a Change in Control Event, or his or
her date of death or the date he or she becomes entitled to a disability Benefit under Section
3.05, the determination of such Member’s Average Final Compensation shall be based on his or
her Compensation during all of his or her years of employment with the Company and all
Affiliated Companies. In determining a Member’s Average Final Compensation, Annual Bonuses
shall be applied to the calendar year in which the services relating to the bonus have been
rendered.
	 
	1.06	 	“Beneficiary” shall mean the person or persons designated by a Member as a beneficiary in a
time and manner determined by the Administrative Committee. If the Member fails to designate
a Beneficiary or if the Beneficiary predeceases the Member, the Member’s spouse shall be the
Beneficiary or if no spouse survives the Member, the Member’s estate shall be the Beneficiary.
A Member may change his or her designated Beneficiary in a time and manner determined by the
Administrative Committee. No Beneficiary










 



Page 3


	 	 	designation shall be effective unless and until such designation is presented to and
accepted by the Senior Vice President of Human Resources of the Corporation.
	 
	1.07	 	“Benefit Commencement Date” shall mean the first of the month in which an amount is payable
on behalf of a Retiree in accordance with the provisions of Section 3.02, 3.04, or 3.05,
whichever is applicable.
	 
	1.08	 	“Benefit(s)” shall mean the payments payable under Article 3 of this Plan.

	 
	1.09	 	“Board of Directors” shall mean the Board of Directors of the Corporation.
	 
	1.10	 	“Change in Control Event” shall mean, in accordance with Section 409A of the Code, one of the
following:
	 
	(a)	 	The date any one person, or more than one person acting as a group, acquires ownership of
stock of the Corporation that, together with stock held by such person or group, constitutes
more than 50 percent of the total fair market value or total voting power of the stock of the
Corporation;
	 
	(b)	 	The date any one person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such person or
persons) ownership of stock of the Corporation possessing 30 percent or more of the total
voting power of the stock of the Corporation;
	 
	(c)	 	The date a majority of the members of the Board of Directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the members
of the Board of Directors before the date of the appointment or election; or
	 
	(d)	 	The date any one person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such person or
persons) assets from the Corporation that have a total gross fair market










 



Page 4


	 	 	value equal to or more than 40 percent of the total gross fair market value of all of the
assets of the Corporation immediately before such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets of the Corporation, or the
value of the assets being disposed of, determined without regard to any liabilities
associated with such assets


Any determination of the occurrence of any Change in Control Event made in good faith by the
Board of Directors, on the basis of information available at the time to it, shall be
conclusive and binding for all purposes.
	 
	1.11	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.12	 	“Company” shall mean the Corporation or any successor by merger, purchase or otherwise, with
respect to its employees and such affiliated companies authorized by the Board of Directors,
on such terms and conditions as the Board of Directors may determine, to participate in the
Plan.
	 
	1.13	 	“Compensation” shall mean the annual base salary paid during a calendar year to an Eligible
Employee for services rendered to the Company and the full Annual Bonus accrued for services
rendered to the Company during such calendar year including the portion of the Annual Bonus
that was deferred pursuant to the Bowne & Co., Inc. Deferred Award Plan, including the 20%
match thereon, determined prior to any salary reduction made pursuant to a “qualified cash or
deferred arrangement” (as defined under Section 401(k) of the Code), or pursuant to a
“cafeteria plan” (as defined under Section 125 of the Code) or pursuant to Section 132(f) of
the Code. No other remuneration, including but not limited to Long-Term Incentive awards or
bonuses, stock options, performance bonuses and sign-on bonuses, will be used to determine
Compensation










 



Page 5


	 	 	under the Plan, except to the extent otherwise deemed Compensation for purposes of the Plan
under the preceding sentence.
	 
	1.14	 	“Corporation” shall mean Bowne & Co., Inc., a Delaware corporation.
	 
	1.15	 	“Credited Service” shall mean, with respect to an Eligible Employee, service rendered with
the Company counting completed months of service as one-twelfth of a year of Credited Service.
In addition to the foregoing, an Eligible Employee may, subject to the approval of the Chief
Executive Officer of the Corporation, be granted additional years of Credited Service (to a
maximum of fifteen (15) years) for purposes of determining the amount of certain Benefits
under the Plan. In 2004, the SERP was amended to provide that the actual number of years of
prior employer service credited may not exceed the actual number of years the participant
worked at the Company. Prior employer service is disregarded if an executive terminates
employment prior to attainment of age 50. Only years of service with a prior employer (service
with a prior employer shall include service with a partnership or periods of self-employment
that meet the other requirements of this section and are approved by the Chief Executive
Officer of the Corporation) for which the Eligible Employee will receive pension benefits
under a qualified defined benefit or defined contribution plan sponsored by the prior employer
shall be eligible to be considered as additional years of Credited Service under the Plan.
The number of years of Credited Service with a prior employer so granted, if any, and the
benefit related to such service for each Eligible Employee shall be communicated in a separate
memorandum to each affected Eligible Employee at the time the Eligible Employee becomes a
Member, and the record of such grant shall be kept by the Corporation’s Human Resources
Department. The months and years of Credited Service granted for










 



Page 6


	 	 	service with a prior employer and the benefit offset set forth in the Company’s records
related to the prior service credit will be reduced proportionately under uniform rules
established by the Administrative Committee as completed months of Credited Service are
earned for employment with the Company so as to provide that the Member’s total accumulated
years of Credited Service under this Section 1.15 shall not exceed twenty (20).
	 
	1.16	 	“Early Retirement Factor” shall mean an amount by which a Benefit will be reduced because the
Retiree’s Benefit Commencement Date precedes his/her Normal Retirement Date. The amount of
the reduction shall be equal to 5% for each year and 1/12th of 5% for each month of
a fractional year by which the Benefit Commencement Date precedes the first date of the month
coincident with or next following the 62nd anniversary of the Member’s birth.
	 
	1.17	 	“Effective Date” shall mean January 1, 1999, with an amended and restated Effective Date of
December 31, 2008.
	 
	1.18	 	“Eligible Employee” shall mean an employee who occupies a position of senior management with
the Company who has been approved for participation by the Board of Directors or the Chief
Executive Officer of the Corporation.
	 
	1.19	 	“Grandfathered Pre-2005 Benefit” shall mean the portion of a Member’s Benefit, if any, that
was accrued and vested before January 1, 2005, determined under the provisions of the Plan
without regard to any amendments after October 3, 2004 that would cause a material
modification for Code Section 409A purposes, adjusted for the passage of time based on
actuarial equivalent assumptions and procedures established by the










 



Page 7


	 	 	Administrative Committee in accordance with the provisions of Treasury Regulation.
1.409A-6(a)(3)(iv).
	 
	1.20	 	“IRS Interest Rate” shall mean the annual rate of interest on 30-year Treasury Securities as
published in the first full calendar month preceding the calendar quarter in which payment
under the Plan is scheduled to begin disregarding any delay in payment pursuant to Section
3.11 of the Plan.
	 
	1.21	 	“Member” shall mean any person included in the membership of the Plan as provided in Article
2.
	 
	1.22	 	“Normal Retirement Date” shall mean the first day of the calendar month coincident with or
next following the earlier of the date an Eligible Employee (i) attains age 62 and completes
at least five (5) years of employment with the Company or any Affiliated Company, or (ii)
completes thirty (30) years of employment with the Company or any Affiliated Company.
	 
	1.23	 	“Pension Plan” shall mean the Bowne Pension Plan, as amended from time to time, and any
qualified successor plan thereto.
	 
	1.24	 	“Permanent Disability” shall mean, in accordance with Section 409A of the Code and any
regulations and any other guidance thereunder, any one of the following: (1) a disability that
makes the Member unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than 12 months; (2) any
medically determinable physical or mental impairment that can be expected to result in the
Member’s death or can be expected to last for a continuous period of not less than 12 months,
for which the Member is receiving income










 



Page 8


	 	 	replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Company; or (3) a determination that a Member is totally
disabled by the Social Security Administration or Railroad Retirement Board.
	 
	1.25	 	“Plan” shall mean the Bowne & Co., Inc. Supplemental Executive Retirement Plan, as amended
from time to time.
	 
	1.26	 	“Retiree” shall mean (a) a Member who retires under the provisions of Section 3.02 on or
after his or her Normal Retirement Date, (b) a Member who terminates employment with the
Company and all Affiliated Companies and is entitled to a Benefit under the provisions of
Section 3.04(a), Section 3.04(b), or Section 3.04(c), or (c) a Member who receives a Benefit
under the provisions of Section 3.05.
	 
	1.27	 	“Termination of Employment” shall mean a “Separation from Service” as such term is defined in
the regulations under Section 409A of the Code, as modified by the rules described below:






	 	(a)	 	An Employee who is absent from work due to military leave, sick leave, or other
bona fide leave of absence pursuant to Company policies shall incur a Termination of
Employment on the first date immediately following the later of (i) the six-month
anniversary of the commencement of the leave (6-29 month anniversary for a disability
leave of absence) or (ii) the expiration of the Employee’s right, if any, to
reemployment under statute or contract or pursuant to Company policies.  For this
purpose, a “disability leave of absence” is an absence due to any medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 6 months, where such
impairment causes the Employee to be unable to perform the duties of his job or a
substantially similar job;
	 
	 	(b)	 	For purposes of determining whether another organization is an Affiliated
Company of the Corporation, common ownership of at least 50% shall be determinative;










 



Page 9


	 	(c)	 	The Corporation specifically reserves the right to determine whether a sale or
other disposition of substantial assets to an unrelated party constitutes a Termination
of Employment with respect to the Employee providing services to the seller immediately
prior to the transaction and providing services to the buyer after the transaction. 
Such determination shall be made in accordance with the requirements of Section 409A of
the Code.






	 	 	Whether a “Termination of Employment” has occurred shall be determined by the Administrative
Committee in accordance with Section 409A of the Code, the regulations and other guidance
thereunder, as modified by the rules described above.










 



Page 10







ARTICLE 2. MEMBERSHIP





	2.01	 	Eligibility
	 
	(a)	 	Every Member in the employ of the Company on December 31, 2008 shall, subject to the
provisions of Section 1.18, continue as a Member of the Plan on such date.
	 
	(b)	 	Every other employee of the Company shall become a Member of the Plan on the first day of the
calendar month coincident with or next following the date he or she becomes an Eligible
Employee.
	 
	2.02	 	Termination of Membership
	 
	 	 	An Eligible Employee’s membership under the Plan shall terminate on the later of the date he
or she (i) terminates employment with the Company and all Affiliated Companies, (ii) becomes
an inactive Member as determined by the Chief Executive Officer of the Corporation or (iii)
ceases to accrue Credited Service under the provisions of Section 3.05, unless at that time
the Member is a Retiree entitled to a Benefit hereunder. The Credited Service and Benefit
accrued to the date a Member is determined to become an inactive Member shall be fully
vested, provided the Member has completed five or more years of service with the Company as
of the date he or she is determined to be an inactive Member. A Retiree’s membership under
the Plan shall terminate as of the date he or she is no longer entitled to a Benefit under
the Plan.










 



Page 11







ARTICLE 3. AMOUNT AND PAYMENT OF BENEFITS





	3.01	 	Payment of Benefit
	 
	 	 	Except as otherwise provided in Sections 3.06, 3.07, and 3.10 hereof, Benefits shall be
payable by the Company only with respect to a Member who becomes a Retiree, subject to the
provisions of Sections 3.09 and 4.07. Such Benefits shall be payable from the general
assets of the Company or from any trust the Board of Directors may establish for such
purposes, or both, in the form described in 3.03.
	 
	3.02	 	Amount of Benefit
	 
	 	 	The annual amount of the Benefit payable in the form of a life annuity for the life of a
Member who retires commencing on the first of the month following his or her Termination of
Employment on or after attaining his or her Normal Retirement Date with the Company and all
Affiliated Companies shall be equal to






	 	(a)	 	2.5 percent of the Member’s Average Final Compensation multiplied by the number
of his or her years of Credited Service up to a maximum of twenty (20) years





minus





	 	(b)	 	the sum of (i) the annual amount of pension which is or would be payable to the
Member pursuant to the provisions of the Pension Plan in the form of a single life
annuity determined as of his or her date of Termination of Employment with the Company
and all Affiliated Companies and (ii) the portion of the annual amount of pension which
is or would be payable to the Member from another employer’s qualified retirement plan,
as set forth in the Company’s records attributable to service which is recognized as
Credited Service for purpose of this Section 3.02, and adjusted if necessary as
provided in Section 1.15, with the benefit described










 



Page 12


	 	 	 	in clauses (i) and (ii) above calculated based on the assumption that said benefit
commenced on the later of (1) the Member’s Normal Retirement Date under this Plan or
(2) his or her date of Termination of Employment.






	 	 	Notwithstanding the foregoing, the Benefit of a Member will not be increased or decreased as
a result of changes to the annual amount of pension described in Section 3.02(b)(i) and (ii)
other than as may be permitted by Section 409A of the Code, including Treasury Regulation
1.409A-2(a)(9) and Treasury Regulation 1.409A-3((j)(5)
thereunder.
For purposes of this Section 3.02, if any benefit amount described in clause (b)(ii) above
is payable in a form other than a single life annuity, such benefit amount shall be
converted to a single life annuity of Actuarial Equivalent value.
	 
	3.03	 	Form of Payment
	 
	(a)	 	Unless a Retiree has made a valid election under paragraph (b) below of an optional form of
benefit, as provided herein, Benefits payable hereunder to a Retiree shall be paid in the form
of a single life annuity.
	 
	(b)	 	A Member may elect, in writing, to convert the Benefit otherwise payable to him or her into
the form of (i) a Ten-Year Certain and Life Annuity, as described in Section 5.02 of the
Pension Plan, (ii) a joint and survivor annuity, as described in Section 5.02 of the Pension
Plan, or (iii) a lump sum distributed in annual installments over a three-, four-, or
five-year period with payments made as of the first of the month following the Member’s
Benefit Commencement Date and on the next two, three, or four anniversaries thereof, whichever
is applicable; provided that the Member makes and submits to the Administrative Committee an
election of such optional form at the (a) later of (i) the time the Member first joins the
Plan or December 31, 2008 or (b) as otherwise permitted by










 



Page 13


	 	 	the Plan. Notwithstanding the foregoing, a Member who has elected a life annuity form of
payment as provided in Treasury Regulation 1.409A-2(b)(2)(ii) may, prior to his or her
Benefit Commencement Date, change to another actuarially equivalent life annuity form with
the same scheduled first payment date. Furthermore, each installment of the lump sum
payments made pursuant to Section 3.03(b)(iii) shall be treated as a right to a separate
payment. A Member or Retiree who fails to elect an optional form of benefit payment in a
timely manner shall receive his or her Benefit in accordance with paragraph (a) of this
Section 3.03 of the Plan. Notwithstanding the foregoing, the Administrative Committee may
determine that a Member may make a subsequent election, in writing, of a different form of
payment, provided such subsequent election may be made only if it defers the commencement of
his or her Benefit at least five years from the date the Benefit would otherwise have
commenced. In addition, such election cannot take effect for at least 12 months after the
date on which the election is made.
	 
	(c)	 	A Benefit which is payable in any form other than an annuity over the life of a Member shall
be the Actuarial Equivalent of the Benefit payable as a life annuity over the Member’s life;
provided, however, in determining the amount under clause (iii) of Section 3.03(b), Actuarial
Equivalent shall be determined on the basis of the IRS Interest Rate in lieu of the interest
rate otherwise used in the determination of Actuarial Equivalent.
	 
	(d)	 	If a Retiree who elects to receive his or her Benefit in the form of annual installments as
described in clause (iii) of Section 3.03(b), dies before receiving all elected installments,
the remaining payments shall be converted into a single lump sum amount of Actuarial










 



Page 14


	 	 	Equivalent value and paid to the Member’s Beneficiary as soon as practicable
following his or her date of death.
	 
	3.04	 	Termination of Employment Before Normal Retirement Date
	 
	(a)	 	A Member who has not reached his or her Normal Retirement Date but who has reached his or her
55th birthday and completed at least five (5) years of employment with the Company
or any Affiliated Company may terminate employment with the Company and all Affiliated
Companies and shall receive a Benefit, subject to the provisions of Section 3.04(d), Section
3.09, and Section 4.07, commencing on the first day of the month following such Termination of
Employment. The Member’s Benefit, if the Benefit Commencement Date precedes the Normal
Retirement Date, shall be equal to (i) the difference between (A) the amount determined under
the provisions of Section 3.02(a) on the basis of his or her Average Final Compensation and
Credited Service as of his or her Termination of Employment and (B) the amount determined
under clause (ii) of Section 3.02(b), reduced by the Early Retirement Factor minus (ii) the
annual amount of pension which is or would be payable to the Member pursuant to the provisions
of the Pension Plan in the form of a single life annuity determined as of his or her
Termination of Employment assuming said benefits commenced on the Retiree’s Benefit
Commencement Date.
	 
	(b)	 	A Member who has not reached his or her Normal Retirement Date nor his or her 55th
birthday, but who terminates employment with the Company and all Affiliated Companies after
completing five (5) or more years of employment with the Company or any Affiliated Company
shall receive a Benefit, subject to the provisions of Section 3.04(d), Section 3.09, and
Section 4.07, commencing on the first day of the month










 



Page 15


	 	 	following his or her 55th birthday. The Benefit payable pursuant to the
provisions of this Section 3.04(b) shall be equal to (i) the Member’s Benefit determined
pursuant to the provisions of Section 3.02(a) on the basis of his or her Average Final
Compensation and Credited Service (rendered solely with the Company) as of his or her date
of Termination of Employment reduced by the Early Retirement Factor if the Benefit
Commencement Date precedes the Normal Retirement Date minus (ii) the pension which is or
would be payable to the Member pursuant to the provisions of the Pension Plan in the form of
a single life annuity determined as of his or her Termination of Employment assuming said
benefits commence on the Retiree’s Benefit Commencement Date. It is the intent that in the
absence of a Change in Control Event, if a Member terminates employment before age 55, the
Member’s Benefit payable under this paragraph (b) shall be determined solely on the basis of
the Credited Service the Member earned while employed by the Company and disregarding any
service rendered with a prior employer and any related offset as set forth in the Company’s
records.
	 
	(c)	 	Notwithstanding the provisions of Section 3.04(b), a Member who is terminated without Cause
(defined below) by the Company after he or she has reached his or her 50th birthday
but before he or she has reached his or her 55th birthday and after completing five
(5) or more years of employment with the Company and any Affiliated Companies, shall receive a
Benefit, subject to the provisions of Section 3.04(d), Section 3.09, and Section 4.07,
commencing on the first day of the month following his or her 55th birthday. The
Benefit payable pursuant to the provisions of this Section 3.04(c) shall be equal to (i) the
difference between (A) the amount determined under the provisions of Section 3.02(a) on the
basis of his or her Average Final Compensation and Credited










 



Page 16


	 	 	Service as of his or her Termination of Employment and (B) the amount determined under
clause (ii) of Section 3.02(b), reduced by the Early Retirement Factor if the Benefit
Commencement Date precedes the Normal Retirement Date minus (ii) the annual amount of
pension which is or would be payable to the Member pursuant to the provisions of the Pension
Plan in the form of a single life annuity determined as of his or her Termination of
Employment assuming said benefits commenced on the Retiree’s Benefit Commencement Date. For
the purposes of this Section 3.04(c) only, Cause shall include, but not be limited to, (i)
the employee’s refusal or inability to perform his or her duties, (ii) the employee’s
failure to abide by the policies promulgated by the Company, including, but not limited to,
the Company’s Stock Trading Policy and its policy against Harassment, and (iii) the
employee’s breach of a fiduciary duty owed to the Company, including but not limited to, the
failure to abide by the Confidentiality Agreement signed by the employee.
	 
	(d)	 	Notwithstanding the foregoing, the Administrative Committee may determine that a Member may
elect, in writing, to defer commencement of his or her Benefit payable under Section 3.04(a),
(b), or (c) or Section 3.05(b) until the first day of any month following his or her
Termination of Employment but not later than his or her Normal Retirement Date, provided such
election may be made only if it (i) defers the commencement of his or her Benefit at least
five years from the date the Benefit would otherwise have commenced and (ii) such new Benefit
Commencement Date is not past his or her Normal Retirement Date. In addition, such election
cannot take effect for at least 12 months after the date on which the election is made.










 



Page 17


	3.05	 	Disability Benefit
	 
	(a)	 	An Eligible Employee who has not reached his or her Normal Retirement Date and who is
determined to have a Permanent Disability prior to his or her Termination of Employment, but
after completing five (5) or more years of employment with the Company or any Affiliated
Company shall continue to be credited with Credited Service until the earlier of (i) the date
he or she reaches his or her Normal Retirement Date or (ii) the date Benefit payments commence
under this Section 3.05. Upon reaching his or her Normal Retirement Date, such disabled
Eligible Employee shall receive a Benefit equal to an amount determined under Section 3.02,
based on his or her Average Final Compensation at the time he or she ceased employment on
account of said Permanent Disability and his or her Credited Service based on Section 1.15 and
the preceding provisions of this Section 3.05.
	 
	(b)	 	Notwithstanding the foregoing, at the time an Eligible Employee first joins the Plan, an
Eligible Employee may elect to cease receiving benefit accruals and commence payment of his or
her Benefit prior to his or her Normal Retirement Date as of the time the Eligible Employee
suffers the Permanent Disability. Such election will take effect if the Eligible Employee is
ever determined to have a Permanent Disability. In that event, such disabled Eligible
Employee shall be entitled to a Benefit in an amount determined under Section 3.04(a) based on
his or her Average Final Compensation at the time he or she ceased employment on account of
said Permanent Disability and his or her Credited Service as of the date he or she has elected
to commence payment hereunder determined pursuant to the provisions of Section 1.15 and the
preceding provisions of this Section 3.05.










 



Page 18


	3.06	 	Pre-Retirement Death Benefit
	 
	 	 	If a Member dies prior to his or her Termination of Employment with the Company or an
Affiliated Company or while accruing Credited Service under the provisions of Section 3.05
(or while the Member would be accruing Credited Service but for the limit in Section 1.15
applicable to Credited Service), a death benefit shall be payable to his or her Beneficiary
as hereinafter provided. Such death Benefit shall be equal to fifty percent (50%) of the
Member’s Average Final Compensation determined as of his or her date of death reduced by the
amount payable on his or her behalf under the Pension Plan assuming the payment of such
amount commenced as of the first date of the month following the Member’s death. Such
Benefit shall be payable each year for a ten-year period to the Member’s designated
Beneficiary commencing within 90 days of the Member’s date of death. In the event the
Member’s Beneficiary does not survive the ten-year period, the remaining payments shall be
paid pursuant to the original schedule to the named beneficiary of the Member’s Beneficiary,
and if none, to the spouse of the Member’s Beneficiary or if no spouse survives the Member’s
Beneficiary, to the estate of the Member’s Beneficiary.
	 
	3.07	 	Restoration of Service
	 
	 	 	If a Retiree is restored to employment with the Company or an Affiliated Company, the
payments under the Plan shall not be discontinued and shall continue without change or
interruption. The Retiree shall not become an active Member of the Plan upon re-employment.










 



Page 19


	3.08	 	Change of Beneficiary After Retirement
	 
	 	 	In the event a Benefit commences to be paid under this Article 3 to a Retiree in a form
other than an annuity for the life of the Retiree only, the Retiree may, at any time, upon
written notice accepted by the Senior Vice President of Human Resources of the Corporation,
change the Beneficiary under this Plan to any other person. Unless required by applicable
law, in the event of a change of Beneficiary hereunder, no consent of the Beneficiary
previously designated will be required. However payments under this Plan to any Beneficiary
named by the Retiree shall be payable in the same amount and for the same duration as the
benefits that would have been payable to the person named as Beneficiary by the Retiree when
his or her benefits under the Plan commenced to be paid. Such designation shall remain in
force until revoked by the Retiree by the filing with and acceptance of a new beneficiary
form with the Senior Vice President of Human Resources of the Corporation.
	 
	3.09	 	Non-competition
	 
	 	 	A Member or Retiree shall not:






	 	(a)	 	disclose any confidential information or trade secrets derived from the Company
or any Affiliated Company to a competitor of the Company or any Affiliated Company;
	 
	 	(b)	 	disclose to any person information which, whether or not derived from the
Company or any Affiliated Company, would be beneficial to a competitor of the Company
or any Affiliated Company;










 



Page 20


	 	(c)	 	make investments in the aggregate of more than one percent (1%) of the capital
of a competing business either in the form of a stock purchase, contribution to
capital, loan or any other form, or any combination of the foregoing;
	 
	 	(d)	 	render or give advice or assistance to a competing business whether as a
consultant or otherwise;
	 
	 	(e)	 	become an officer or director of a corporation or member of a partnership or
trustee of a trust which conducts, by itself or through one or more subsidiaries, a
competing business or become an employee of such corporation, partnership, trust, or
business.






	 	 	If any of the above shall occur, all Benefits which the Retiree has previously received must
be repaid to the Company and all benefits which would otherwise be payable under the Plan to
him or her shall be forfeited in their entirety, and the Company shall have no further
obligations hereunder.

	 
	 	 	The foregoing non-competition provisions shall apply to lines of business in which the
Company or any Affiliated Company is engaged during the term of the Member’s employment or
at the time of the termination of the Member’s employment, and shall not apply to new lines
of business engaged in by the Company or any Affiliated Company subsequent to the
termination of the Member’s employment.
	 
	3.10	 	Change in Control Provisions





Notwithstanding any provisions of this Plan to the contrary, in the event a Change in Control Event
occurs:





	 	(a)	 	If a Member who was employed by the Company or an Affiliated Company on the
date a Change in Control occurs, terminates employment with the Company










 



Page 21


	 	 	 	and all Affiliated Companies for any reason within two years of the date a Change in
Control Event occurs:






	 	(i)	 	the requirement that Members must complete five (5) or more
years of service with the Company prior to eligibility to commence a Benefit
shall be waived for such Member;
	 
	 	(ii)	 	the Member shall be entitled to receive a Benefit, subject to
the provisions of this Section 3.10, calculated as of the first day of the
month following his or her 55th birthday or date of Termination of
Employment, if later. Such Benefit shall be determined under the provisions of
Section 3.02, Section 3.04(a) or Section 3.04(b), whichever is applicable, and
shall be calculated by using all Credited Service, including any additional
years of service with a prior employer if previously granted by the Chief
Executive Officer pursuant to Section 1.15, as modified by the applicable
provisions of any Termination Protection Agreement between the Company and the
Member. The amount of such lump sum payment shall be calculated on the basis
of the Mortality Table set forth in Section 1.01 and the IRS Interest Rate;
	 
	 	(iii)	 	in the event such Member dies after his or her Termination of
Employment but before receiving payment, the lump sum payment shall be made to
his or her Beneficiary. The calculation of the lump sum payment hereunder
shall be based on the Member’s Benefit as if it were paid in the form of a
single life annuity to the Member commencing on the Member’s Benefit
Commencement Date; provided, however, if the










 



Page 22


	 	 	 	Member terminates employment prior to reaching his or her 55th
birthday, the calculation of the lump sum payment shall be based on the
Member’s Benefit as if it were paid in the form of a single life annuity to
the Member commencing the first day of the month following his or her
55th birthday or other commencement date designated by the
Member, if later.






	 	 	 	Such Member (or beneficiary, if applicable) shall automatically receive within ten
(10) days after termination, in a single lump sum payment, the Benefit calculated in
accordance with this Section 3.10(a).
	 
	 	(b)	 	All Retirees then receiving or then entitled to receive a Benefit under the
Plan, and all Beneficiaries then receiving or then entitled to receive a Benefit under
the Plan shall automatically receive, in a single lump sum payment, the Actuarial
Equivalent value of any Benefit payments remaining due as of the date the Change in
Control Event first occurs, as follows:






	 	(i)	 	the amount of such lump sum payment shall be calculated on the
basis of the Mortality Table set forth in Section 1.01 and the IRS Interest
Rate;
	 
	 	(ii)	 	such lump sum payment shall be made within 90 days following
the Change in Control Event;
	 
	 	(iii)	 	in the event the Retiree dies after such Change in Control
Event occurs but before receiving such lump sum payment, such lump sum payment
shall be made to his or her Beneficiary. In the event a Beneficiary receiving
benefits at the time the Change in Control Event first occurs dies prior to
receiving the lump sum payment due under the provisions of this Section
3.10(b), such lump sum payment shall be made to the Beneficiary’s named










 



Page 23


	 	 	 	beneficiary, and if none, to the spouse of the Member’s Beneficiary or if no
spouse survives the Member’s Beneficiary, to the estate of the Member’s
Beneficiary.






	 	 	 	For purposes of this paragraph (b) and determining the annual rate of interest under
Section 1.20, payments are scheduled to begin as of the date the Change in Control
Event occurs.






	3.11	 	Specified Employee Provisions
	 
	 	 	Notwithstanding any provision in this Plan to the contrary, to the extent an Eligible
Employee is a “specified employee” (as that term is defined in a resolution of the Board of
Directors setting forth the definition used by the Company to identify such employees in
accordance with Section 409A of the Code) at the time the Eligible Employee has a
Termination of Employment, and to the extent that his or her Benefit will be paid on account
of such separation from service, such Benefit shall not be paid during the first six months
following the Termination of Employment. Each payment to which such specified employee is
otherwise entitled upon a Termination of Employment will be delayed by six months. Any
payment due the Retiree that he or she would otherwise have received under the Plan during
the six month period immediately following such Retiree’s Termination of Employment shall be
accumulated, with interest, at the IRS Interest Rate in accordance with procedures
established by the Administrative Committee.










 



Page 24







ARTICLE
4. GENERAL PROVISIONS





	4.01	 	Administration
	 
	 	 	The administration of the Plan, the exclusive power to interpret it, and the responsibility
for carrying out its provisions are vested in the Administrative Committee. The
Administrative Committee shall have full discretionary authority to interpret the Plan and
resolve all matters arising in connection with the Plan. The Plan is intended, and the
Administrative Committee shall interpret and administer the Plan in a manner that will
permit the Plan, to comply with the requirements of Section 409A of the Code, including the
payment restrictions applicable to “specified employees” as that term is defined in a
resolution of the Board setting forth the definition used by the Company to identify such
employees in accordance with Section 409A of the Code. The Administrative Committee may
adopt procedural rules and may employ and rely on such legal counsel, actuaries, accountants
and agents as it may deem advisable to assist in the administration of the Plan. Decisions
of the Administrative Committee shall be conclusive and binding on all persons. The
expenses of the Administrative Committee attributable to the administration of this Plan
shall be paid directly by the Company.
	 
	4.02	 	Funding
	 
	(a)	 	All amounts payable in accordance with this Plan shall constitute a general unsecured
obligation of the Company. Such amounts, as well as any administrative costs relating to the
Plan, shall be paid out of the general assets of the Company, unless the provisions of
paragraph (b) below are applicable.
	 
	(b)	 	The Board of Directors may, for administrative reasons, establish a grantor trust for the
benefit of Eligible Employees in the Plan. The assets of said trust will be held separate










 



Page 25


	 	 	and apart from other Company funds and shall be used exclusively for the purposes set forth
in the Plan and the applicable trust agreement, subject to the following conditions:






	 	(i)	 	the creation of said trust shall not cause the Plan to be other than “unfunded”
for purposes of Title I of ERISA;
	 
	 	(ii)	 	the Company shall be treated as the “grantor” of said trust for purposes of
Section 671 and 677 of the Internal Revenue Code; and
	 
	 	(iii)	 	said trust agreement shall provide that its assets may be used to satisfy
claims of the Company’s general creditors, provided that the rights of such general
creditors are enforceable under federal and state law.






	4.03	 	No Contract of Employment
	 
	 	 	The establishment of the Plan shall not be construed as conferring any legal rights upon any
person for a continuation of employment, nor shall it interfere with the rights of the
Company to discharge any employee and to treat him or her without regard to the effect which
such treatment might have upon him or her as an Eligible Employee in the Plan.
	 
	4.04	 	Competency
	 
	 	 	If the Administrative Committee shall find that any person to whom any amount is or was
payable hereunder is unable to care for his or her affairs because of illness or accident,
or has died, then the Company, if it so elects, may direct that any payment due his or her
estate (unless a prior claim therefore has been made by a duly appointed legal
representative) or any part thereof be paid or applied for the benefit of such person or for
the benefit of his or her spouse, children or other dependents, an institution maintaining
or having custody of such person, any other person deemed by the Administrative Committee to
be a proper recipient on behalf of such person otherwise entitled to










 



Page 26


	 	 	payment, or any of them, in such manner and proportion as the Company may deem proper. Any
such payment shall be in complete discharge of the liability of the Company therefore.
	 
	4.05	 	Withholding Taxes
	 
	 	 	The Company shall have the right to deduct from each payment to be made under the Plan any
required withholding taxes.
	 
	4.06	 	Nonalienation
	 
	 	 	Except insofar as may otherwise be required by law, no amount payable at any time under the
Plan shall be subject in any manner to alienation by anticipation, sale, transfer,
assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any
manner be subject to the debts or liabilities of any person and any attempt to so alienate
or subject any such amount, whether presently or thereafter payable, shall be void. If any
person shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach, charge
or otherwise encumber any amount payable under the Plan, or any part thereof, or if by
reason of his bankruptcy or other event happening at any such time such amount would be made
subject to his debts or liabilities or would otherwise not be enjoyed by him, then the
Administrative Committee, if it so elects, may direct that such amount be withheld and that
the same or any part thereof be paid or applied to or for the benefit of such person, his
spouse, children or other dependents, or any of them, in such manner and proportion as the
Administrative Committee may deem proper.
	 
	4.07	 	Forfeiture for Cause
	 
	 	 	In the event that an Eligible Employee, Member, or Retiree shall at any time be convicted of
a crime involving dishonesty or fraud on the part of such Eligible Employee, Member,










 



Page 27


	 	 	or Retiree in his or her relationship with the Company, an Affiliated Company, or a customer
of the Company or an Affiliated Company, all Benefits that would otherwise be payable to him
or her under the Plan shall be forfeited. If a Retiree shall at any time be under
indictment for any such crime, any Benefit amounts payable to such Retiree shall be paid
into an interest-bearing escrow account for the benefit of and taxable to the Retiree
pending conviction, dismissal or an acquittal in respect thereof. If the Retiree is not
convicted, the escrowed amounts shall be released to him or her within thirty days after the
date of the dismissal or acquittal. If the Retiree is convicted of such crime, the escrowed
amounts shall revert to the Company.
	 
	4.08	 	Mergers/Transfers
	 
	 	 	This Plan shall be binding upon and inure to the benefit of the Company and its successors
and assignees and the Eligible Employee, his or her designees and his or her estate.
Nothing in this Plan shall preclude the Company from consolidating or merging into or with,
or transferring all or substantially all of its assets to, another corporation which assumes
this Plan and all obligations of the Company hereunder. Upon such a consolidation, merger
or transfer of assets and assumption, the term “Company” shall refer to such other
corporation and this Plan shall continue in full force and effect.
	 
	4.09	 	Calculations
	 
	 	 	Whenever, under this Plan, it is necessary to determine whether one benefit is less than,
equal to, or larger than another, whether or not such benefits are provided under this Plan,
such determination shall be made by the Company’s independent consulting actuary.










 



Page 28


	4.10	 	Elections
	 
	 	 	All elections, designations, requests, notices, instructions, and other communications from
an Eligible Employee, Member, Retiree, or other person to the Administrative Committee
required or permitted under the Plan shall be in such form as is prescribed from time to
time by the Administrative Committee, shall be mailed by first-class mail, electronic mail
or hand-delivered to the Senior Vice President of Human Resources of the Corporation, unless
otherwise specified by the Administrative Committee, and shall be deemed to have been given
and delivered only upon actual receipt and acceptance thereof by said Senior Vice President
of Human Resources or other designee.
	 
	4.11	 	Acceleration of Payment
	 
	 	 	Notwithstanding any other provision of the Plan to the contrary, to the extent permitted by
Section 409A of the Code, the Company shall make payments hereunder to a Retiree or
Beneficiary before such payments are otherwise due if the Administrative Committee
determines, based on existing, or a change in the, tax or revenue laws of the United States
of America, a published ruling or similar announcement issued by the Internal Revenue
Service, a regulation issued by the Secretary of the Treasury or his delegate, a decision by
a court of competent jurisdiction involving an Eligible Employee, Retiree or Beneficiary, or
a closing agreement made under Section 7121 of the Code that is approved by the Internal
Revenue Service and involves an Eligible Employee, Retiree or Beneficiary, that an Eligible
Employee, Retiree or Beneficiary has recognized or will recognize income for federal income
tax purposes with respect to amounts that are or will be payable to him or her under the
Plan before they are paid to him or her.










 



Page 29


	4.12	 	Construction
	 
	(a)	 	The Plan is intended to constitute an unfunded deferred compensation arrangement for a select
group of management or highly compensated employees and, therefore, exempt from the
requirements of Sections 201, 301 and 401 of ERISA, and is intended to be compliant with the
requirements of Section 409A of the Code. All rights hereunder shall be governed by and
construed in accordance with the laws of the State of New York and, except to the extent
otherwise herein provided, in accordance with the provisions of the Pension Plan.
	 
	(b)	 	The captions preceding the sections and articles hereof have been inserted solely as a matter
of convenience and in no way define or limit the scope or intent of any provisions of the
Plan.
	 
	4.13	 	Insurance Products
	 
	 	 	The Company may require each Eligible Employee to assist it in obtaining life insurance
policies on the lives of such Eligible Employee, which policies would be owned by, and be
payable to, the Company. The Eligible Employee may be required to complete an application
for life insurance, furnish underwriting information including medical examinations by a
life insurance company-approved examiner, and authorize release of medical history to the
life insurance company’s underwriter, as designated by the Company. An Eligible Employee
shall have no right or interest in such policies or the proceeds thereof.
	 
	4.14	 	Nature of Obligation
	 
	 	 	No Eligible Employee, Member, Retiree, or Beneficiary shall have any interest in any
specific asset of the Company or any Affiliated Company as a result of the Plan. Nothing










 



Page 30








	 	 	contained herein shall be deemed to create a trust of any kind of any fiduciary relationship
between the Company (or any Affiliated Company) and any Eligible Employee, Member, Retiree,
or Beneficiary. Any right to receive any Benefit under the Plan shall only be the right of
a general unsecured creditor.
	 
	4.15	 	Claims Procedure
	 
	(a)	 	Claims for benefits under the Plan shall be submitted in writing to the Administrative
Committee or to an individual designated by the Administrative Committee for this purpose
within 90 days of the latest date upon which the disputed benefit could have been timely made
in accordance with the terms of the Plan and section 409A of the Code. The Administrative
Committee shall respond to such claim in writing within 60 days, whereupon any appeal shall be
submitted in writing to the Administrative Committee or to an individual designated by the
Administrative Committee for this purpose within 180 days of the latest date upon which the
disputed benefit could have been timely made in accordance with the terms of the Plan and
section 409A of the Code.
	 
	(b)	 	No claimant shall institute any action or proceeding in any state or federal court of law or
equity or before any administrative tribunal or arbitrator for a claim for benefits under the
Plan until the claimant has first exhausted the procedures promulgated by the Administrative
Committee for review of claims.
	 
	4.16	 	Acceleration of or Delay in Payments
	 
	 	 	The Administrative Committee, in its sole and absolute discretion, may elect to accelerate
the time or form of payment of a Benefit owed to the Participant hereunder, provided such
acceleration is permitted under Treasury Regulation 1.409A-3(j)(4).  The Committee may also,
in its sole and absolute discretion, delay the time for payment of a










 



Page 31


	 	 	Benefit owed to the Participant hereunder, to the extent permitted under Treasury Regulation
1.409A-2(b)(7).










 



Page 32







ARTICLE 5.  AMENDMENT OR TERMINATION



Except as otherwise provided below, the Corporation, by action of its Board of Directors or the
Board of Director’s delegate, reserves the right to modify or to amend, in whole or in part, or to
terminate this Plan at any time. However, no modification, amendment or termination of the Plan
shall reduce the Benefit being paid to a Retiree or Beneficiary as of the date of any such
amendment or termination. In respect of any Member who is not a Retiree, no modification or
amendment other than a modification or amendment made in order for the Plan to maintain its status
as a nonqualified, unfunded deferred compensation plan for a select group of management employees
under Title I of ERISA or based on a change in the tax or revenue laws of the United States of
America, including Section 409A of the Code, a published ruling or similar announcement issued by
the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate,
a decision by a court of competent jurisdiction involving an Eligible Employee, Retiree or
Beneficiary that is necessary to prevent an Eligible Employee, Retiree, or Beneficiary recognizing
income for federal income tax purposes with respect to amounts that are or will be payable to him
or her under the Plan before they are paid to him or her shall materially adversely affect such
Member, unless such Member consents to such modification or amendment in writing, and if the Plan
is terminated by the Company, each Member shall have an immediate nonforfeitable right to a Benefit
calculated under Article 3 of the Plan, with the amount determined under Section 3.02(a) based on
such Member’s Credited Service and Average Final Compensation to the date of such Plan termination
and, unless an earlier payment date is permitted pursuant to Section 409A of the Code, paid in the
form and at the time provided for under the generally-applicable terms of the Plan. For purposes
of applying the offset of the Member’s benefit under the Pension Plan, the amounts of said pension
shall be computed under










 



Page 33



the provisions of the Plan as though the date of Plan termination was the Member’s date of
Termination of Employment. Any action to modify, amend or terminate the Plan by the Board of
Directors shall be taken in such manner as may be permitted under the by-laws of the Corporation.




Notwithstanding the foregoing provisions of this Article 5, however, upon the occurrence of a
Change in Control Event and at all times thereafter, the Corporation shall not discontinue,
terminate, suspend, or amend the Plan, in whole or in part, in any manner that would adversely
affect the right of any (i) Member, Retiree or beneficiary to receive the Benefits provided under
the Plan or (ii) any Member to earn future Credited Service pursuant to the Plan as in effect on
the date immediately prior to the date a Change in Control Event occurs; provided, nothing in this
Article 5 should be construed to be a guaranty of continued employment.