Unassociated Document


    
      Exhibit
10.6

      


      AMCOL
INTERNATIONAL CORPORATION

      AMENDED
AND RESTATED SUPPLEMENTARY PENSION PLAN FOR EMPLOYEES

      (AS
AMENDED AND RESTATED JANUARY 1, 2009)

    

     

    SECTION
1

     

    General

     

    1.1           Purpose and Effective
Date.  AMCOL International Corporation, formerly known as
American Colloid Company, a Delaware corporation (the “Company”), previously
established the AMCOL International Corporation Pension Plan (the “Plan”) to
provide retirement and other benefits for its eligible employees and those of
its affiliates which, with the consent of the Company, adopt the
Plan.  The Company and any such affiliate which adopts the Plan for
the benefit of its eligible employees are referred to below, collectively as the
“Employers” and individually as an “Employer.” The amount of the benefit payable
to or on account of an eligible employee under the Plan may be limited by reason
of the application of the provisions of Sections 401(a)(17) and 415(b) of the
Internal Revenue Code of 1986, as amended (the “Code”).  Such
limitations would be contrary to the intent of the Company in establishing the
Plan.  Therefore, the Company previously established the Supplementary
Pension Plan for Administrative Employees of American Colloid Company (the
“Supplementary Plan”), effective as of January 1, 1984, amended and restated it
effective as of October 1, 1995 and hereby amends and restates effective as of
January 1, 2009 (the “Effective Date”), to assure that affected individuals will
receive total retirement and other benefits in an amount equal to the amount
that they would have received under the Plan had Sections 401(a)(17) and 415(b)
of the Code not been enacted.  The Plan is intended to comply with
section 409A of the Code and the regulations thereunder.

     

    1.2           Definitions.  Unless
the context clearly requires otherwise, any word, term or phrase used in the
Supplementary Plan shall have the same meaning as is assigned to it under the
terms of the Plan.

     

    1.3           Supplementary  Plan  Administration;  Source  of
Benefit  Payments.  The authority to control and
manage the operation and administration of the Supplementary Plan shall be
vested in the retirement committee appointed by the Board of Directors of the
Company to act under the Plan.  In controlling and managing the
operation and administration of the Supplementary Plan, the retirement committee
shall have the same rights, powers and duties as those delegated to it under the
Plan.  The amount of any benefit payable under the Supplementary Plan
shall be paid from the general revenues of the Employer with respect to whose
former employee the benefit is payable.

     

    1.4           Applicable
Laws.  The Supplementary Plan shall be construed and
administered in accordance with the laws of the State of Illinois to the extent
that such laws are not preempted by the laws of the United States of
America.

     

    1.5           Gender and
Number.  Unless clearly inappropriate, words in any gender
shall include any other gender, and words in the singular shall include the
plural and vice versa.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
2

     

    Participation

     

    2.1           Section
401(a)(17)  Supplementary Benefit.  Each eligible
employee of an Employer who retires on a retirement date under the Plan, and
each surviving spouse who becomes entitled to benefits under the Plan on account
of an eligible employee’s death after his retirement or while employed by an
Employer prior to his retirement, shall become a participant in this
Supplementary Plan as of the first date on which the amount of a benefit payable
to him under the Plan is limited by reason of the application of Section
401(a)(17) of the Code.  Notwithstanding the foregoing, an eligible
employee for Section 401(a)(17) supplementary benefits must be a member of a
select group of management or highly compensated employees, as provided in
Section 301(a)(3) of the Employee Retirement Income Security Act of 1974, as
amended.

     

    2.2           Section 415 Supplementary
Benefits.  Each eligible employee of an Employer who retires on
a retirement date under the Plan, and each surviving spouse who becomes entitled
to benefits under the Plan on account of an eligible employee’s death after his
retirement or while employed by an Employer prior to his retirement, shall
become a participant in the Supplementary Plan as of the first date on which the
amount of a benefit payable to him under the Plan is limited by reason of the
application of Section 415(b) of the Code.

     

    2.3           No Employment
Contract.  Establishment of this Supplementary Plan shall not
be construed to give any employee the right to be retained in an Employer’s
service or to any benefits not specifically provided in this Supplementary
Plan.

     

    SECTION
3

     

    Amount and Payment of
Supplementary Plan Benefit

     

    3.1           Amount of Section 401(a)(17)
Supplementary Benefit.  The Section 401(a)(17) supplementary
benefit payable under this Supplementary Plan to a participant as of any date
during any Supplementary Plan year shall be an amount equal to:

     

    (a)           the
amount of the benefit (expressed in the form of a single life annuity) that the
participant would have been entitled to receive under the Plan as of that date,
determined without regard to the limitations imposed by Section 401(a)(17) of
the Code;

     

    REDUCED
BY

     

    (b)           the
amount of the benefit that the participant would actually receive under the Plan
in the form of a single life annuity as of that date.

     

    3.2           Amount of Section 415
Supplementary Benefit.  The benefit payable under the
Supplementary Plan to a participant as of any date during any Supplementary Plan
year shall be an amount equal to:


    
      
         


      

      
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    (a)           the
amount of the benefit (expressed in the form of a single life annuity) that the
participant would have been entitled to receive under the Plan as of that date,
determined without regard to the limitations imposed by Section 415(b) of the
Code;

     

    REDUCED
BY

     

    (b)           the
amount of the benefit that the participant would actually receive under the Plan
in the form of a single life annuity as of that date.

     

    The
amount of benefits received hereunder shall be adjusted for early or postponed
commencement as provided in the Plan.

     

    3.3           Payment of Supplementary
Plan Benefit.  A participant’s Supplementary Plan benefit shall
be paid in the form of a single life annuity (50% joint and survivor annuity if
the participant is married), provided, however, that at any time prior to the
date payments are to commence under Section 4, a participant may elect to
receive his Supplementary Plan benefit in any of the standard or optional life
annuity forms of benefit under the Plan, other than a joint and survivor annuity
upon marriage or remarriage after the annuity starting date.  Any such
alternate form of benefit shall be the actuarial equivalent of the benefit
calculated under sections 3.1 and 3.2 as determined by the Plan’s actuary based
on the actuarial assumptions used for determining equivalent benefits under the
Plan on the date benefits commence.  A participant’s Supplementary
Plan benefit will be paid to him monthly on the dates and for the period during
which benefits would be payable to him under the Plan in the form selected
hereunder.

     

    3.4           Distributions to Persons
Under Disability.  In the event a participant is declared
incompetent and a conservator or other person legally charged with the care of
his person or of his estate is appointed, any benefits to which such participant
is entitled under the Supplementary Plan shall be paid to such conservator or
other person legally charged with the care of his person or of his
estate.

     

    3.5           Benefits May Not be Assigned
or Alienated.  The benefits payable to any participant under
the Supplementary Plan may not be voluntarily or involuntarily assigned or
alienated.

     

    3.6           Successors.  This
Supplementary Plan shall be binding upon any assignee or successor in interest
to any Employer, whether by merger, consolidation or the sale of substantially
all of the Employer’s assets.

     

    SECTION
4

     

    Commencement of
Supplementary Plan Benefit

     

    4.1           Normal
Retirement.  If a participant has reached his Normal Retirement
Date under the Plan, his Supplementary Plan benefits shall commence with the
first month following his “separation from service,” within the meaning of
section 409A of the Code.

     

    4.2           Early
Retirement.  If a participant has not reached his Normal
Retirement Date under the Plan, but has reached his Early Retirement Date under
the Plan, his Supplementary Plan benefits shall commence with the first month
following his “separation from service” within the meaning of section 409A of
the Code.


    
      
         


      

      
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    4.3           Disability
Retirement.  If a participant has not reached his Normal
Retirement Date or Early Retirement Date under the Plan, but has reached his
Disability Retirement Date under the Plan, his Supplementary Plan benefits shall
commence on the first day of the month following the later of his Disability
Retirement Date or the date he becomes disabled within the meaning of section
409A of the Code.

     

    4.4           Deferred Vested
Pension.  If a participant has not reached his Normal
Retirement  Date, Early Retirement Date or Disability Retirement Date,
but has met the requirements for a Deferred Vested Pension under the Plan, his
Supplementary Plan benefits will commence with the first month following the
later of the date he has separated from service within the meaning of section
409A of the Code or the date on which the sum of his Period of Service under the
Plan and his age is equal to 70.

     

    4.5           Death
Benefits.  If the participant dies prior to commencement of
benefits hereunder and meets the requirements for a Pre-Retirement Spouse’s
Death Benefit under the Plan, his spouse shall be entitled to receive a benefit
equal to the difference between the Pre-Retirement Spouse’s Death Benefit the
spouse would have been entitled to receive under the Plan without regard to the
limitations imposed by Sections 401(a)(17) and 415(b) of the Code and the
Pre-Retirement Spouses’ Death Benefit the spouse would actually receive under
the Plan as of the date of the Participant’s death.  The
Pre-Retirement Spouse’s Death Benefit shall be payable monthly to the spouse
commencing as of the first day of the calendar month following the month in
which the participant died, and ceasing with the last payment for the month in
which the spouse dies.

     

    4.6           Six-Month
Delay.  Notwithstanding the foregoing, no benefits under this
Supplementary Plan shall be paid to a “specified employee” within the meaning of
Code section 409A(a)(2)(B)(i) until the seventh month following the month of the
Participant’s “separation from service” within the meaning of section 409A of
the Code.  Any payments that would have been paid if not for this
section 4.6 shall be accumulated and paid in full in the seventh month following
the month of the participant’s “separation from service” together with interest
at the short term applicable federal rate as in effect on the date of
“separation from service.”

     

    4.7           Separation from
Service.  Payments and benefits hereunder upon Employee’s
termination or severance of employment with the Company that constitute deferred
compensation under Code Section 409A shall not be paid prior to Employee’s
“separation from service” within the meaning of Code Section 409A.

     

    SECTION
5

     

    Amendment and
Termination

     

    The
Company may at any time, by resolution of its Board of Directors, amend or
terminate the Supplementary Plan.  Any Employer may terminate the Plan
at any time, as applied to employees of that Employer, by resolution of its
Board of Directors.  However, such an amendment or termination of the
Supplementary Plan shall not:


    
      
         


      

      
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    (a)           reduce
or impair the interests of participants in benefits being paid under the
Supplementary Plan as of the date of amendment or termination, as the case may
be, or

     

    (b)           reduce
the aggregate amount of benefits subsequently payable to any participant under
the Plan and the Supplementary Plan to an amount which is less than the amount
that would have been payable if the employee had retired immediately prior to
the date of such amendment or termination, as the case may be.

    


    IN
WITNESS WHEREOF, the Company has signed this Plan document as of December 18,
2008.

     

    
      
        
          
            	
                    AMCOL International
Corporation,

                  
	
                    a
      Delaware corporation

                  
	 
      	 
      
	
                    By: /s/ James Ashley

                  
	
                    Title:
      Secretary

                  


          

        

      

    


    
      
         


      

      
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