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$38	Full Doc	2004	Supplemental Retirement Plan Supplemental Retirement Plan (2K) Doc #224262: This document is immediately available for purchase, but does not have a preview available for viewing. {DOCUMENT} {TYPE}EX-10.M {SEQUENCE}7 {FILENAME}l05101aexv10wm.txt {DESCRIPTION}EX-10(M) SUPLMNT RETIREMENT PLN DONALD W. BOGUS {TEXT} {PAGE} Exhibit (10)(m) Supplemental Retirement Plan ---------------------------- for Donald W. Bogus ------------------- In addition to the benefits accrued under The Lubrizol Corporation Pension Plan and Employees' Profit Sharing and Savings Plan, and any accrued benefits under the associated excess plans, Lubrizol will also establish a supplemental retirement plan on behalf of Donald W. Bogus with the following terms and conditions: 1) On Mr. Bogus' first day of employment, and on each anniversary of that date thereafter, 500 phantom shares of Lubrizol stock will be credited to a supplemental retirement account on Mr. Bogus' behalf. 2) If Mr. Bogus works until age 65, over the 12 year period a total of 6,000 phantom shares would be credited to the account. 3) Dividends on accumulated phantom shares will be posted throughout the year and will be used as the basis for purchasing additional phantom shares under the plan. 4) In the event of a change in control, as defined in the Executive Employment Agreement, or at the time of Mr. Bogus' death, Lubrizol would fully credit the account with the remaining balance of the 6,000 phantom shares. In the event of employment termination for other than the above reasons, the account balances as of the date of termination would be distributable under the plan. 5) Phantom shares accumulated under the plan will be included when considering share ownership objectives under the Executive Council Ownership Guidelines. 6) Amounts may be withheld at the time of distribution for tax purposes. Mr. Bogus, or his estate, may elect distribution in the form of shares or cash at the time of distribution for phantom shares that are attributable to deferrals prior April 1, 2004. For phantom shares that are attributable to deferrals on or after April 1, 2004, the distribution will be a cash amount equal to the number of phantom shares multiplied by the closing price per common share of The Lubrizol Corporation on the New York Stock Exchange Composite Transactions Reporting System on the date retirement or other termination. 7) As the shares are unregistered, certain restrictions on selling/trading may apply at the time of distribution. 8) The Medicare tax on the increase in the value of the account year over year will be entered into Mr. Bogus' pay on an annual basis. {/TEXT} {/DOCUMENT} 224262	Lubrizol Lubrizol Corp. ( Chemical Manufacturing ) As referenced in this Supplemental Retirement Plan: Lubrizol – Supplemental Retirement Plan ---------------------------- for Donald W. Bogus ------------------- In addition to the benefits accrued under The Lubrizol Corporation Pension Plan and Employees' Profit Sharing and Savings Plan, and any accrued benefits under Lubrizol – Employees' Profit Sharing and Savings Plan, and any accrued benefits under the associated excess plans, Lubrizol will also establish a supplemental retirement plan on behalf of Donald W. Bogus with the Lubrizol – day of employment, and on each anniversary of that date thereafter, 500 phantom shares of Lubrizol stock will be credited to a supplemental retirement account on Mr. Bogus' behalf. 2) If Lubrizol – as defined in the Executive Employment Agreement, or at the time of Mr. Bogus' death, Lubrizol would fully credit the account with the remaining balance of the 6,000 phantom shares. Lubrizol – the number of phantom shares multiplied by the closing price per common share of The Lubrizol Corporation on the New York Stock Exchange Composite Transactions Reporting System on the date retirement dt 21656 ;	Donald W. Bogus
$48	Preview Full Doc	2004	Supplemental Retirement Plan Supplemental Retirement Plan (49K) Doc #253466: Click preview link for longer preview. Lehman Brothers Holdings Inc. SUPPLEMENTAL RETIREMENT PLAN (Effective as of October 19, 1998, amended and restated effective December 10, 2003) PREAMBLE The Lehman Brothers Holdings Inc. Supplemental Retirement Plan (as amended and restated effective December 10, 2003) (the ï¿½Planï¿½) is established by Lehman Brothers Holdings Inc. (the ï¿½Companyï¿½) for the sole purpose of providing the Chairman and employees of the Company or its subsidiaries who are the Members of the Companyï¿½s non-Board Executive Committee (the ï¿½Executive Committeeï¿½) and other key employees of . . . 253466	Lehman Brothers Lehman Brothers Holdings Inc. ( Investment Services ) As referenced in this Supplemental Retirement Plan: Lehman Brothers Holdings Inc – EX-10.12 3 a2129204zex-10_12.htm EXHIBIT 10.12 EXHIBIT 10.12 Lehman Brothers Holdings Inc . SUPPLEMENTAL RETIREMENT PLAN (Effective as of October 19, 1998, amended and restated effective December 10, 2003) PREAMBLE The Lehman Brothers Holdings Inc. _____________ Lehman Brothers Holdings Inc – 12 Lehman Brothers Holdings Inc. SUPPLEMENTAL RETIREMENT PLAN (Effective as of October 19, 1998, amended and restated effective December 10, 2003) PREAMBLE The Lehman Brothers Holdings Inc . Supplemental Retirement Plan (as amended and restated effective December 10, 2003) (the Plan) is established by Lehman Brothers Holdings Inc. (the Company) _____________ Lehman Brothers Holdings Inc – 2003) PREAMBLE The Lehman Brothers Holdings Inc. Supplemental Retirement Plan (as amended and restated effective December 10, 2003) (the Plan) is established by Lehman Brothers Holdings Inc . (the Company) for the sole purpose of providing the Chairman and employees of the Company or its subsidiaries who are the Members _____________ Lehman Brothers Holdings Inc – Subject Person, then a Change in Control shall occur. 1.6 Committee: The Compensation and Benefits Committee of the Board. 1.7 Company: Lehman Brothers Holdings Inc . and except as otherwise specified in this Plan in a particular context, any successor thereto, whether by merger, consolidation or acquisition of _____________ Lehman Brothers Holdings Inc – Benefits: Benefits under the Plan as described under Section 4.2 and payable pursuant to Section 4.3. 1.18 Qualified Plan: The Lehman Brothers Holdings Inc . Retirement Plan as from time to time in effect. 1.19 Spouse: The individual to whom a Participant is legally married on _____________ dt 105825
$34	Preview Full Doc	2004	Supplemental Retirement Plan Supplemental Retirement Plan (26K) Doc #357697: Click preview link for longer preview. TRINITY INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN ARTICLE I INTRODUCTION 1.1 This Plan shall be known as the Trinity Industries, Inc. Supplemental Retirement Plan and shall be effective April 1, 1995. 1.2 This Plan is an unfunded deferred compensation arrangement for a select group of management or highly compensated personnel of Trinity Industries, Inc. and its Affiliates (as hereinafter defined) in order to supplement their retirement benefits to the extent that those benefits are limited by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986. Participants will be determined by the Plan Committee. 1.3 The payments made under this Plan shall be made in coordination with any benefits to which a Participant is or may become entitled under any Base Plan (as hereinafter defined). 1.4 Trinity Industries, Inc. hopes and expects to continue the Plan indefinitely, but reserves the right to amend it or terminate it in any respect and at any time or from time to time, to the extent provided in Article VI hereof. 1.5 This Plan shall apply only to an employee who begins receiving benefits from a Base Plan after April 1, 1995, as determined by the Plan Committee. ARTICLE II DEFINITIONS AND CONSTRUCTION 2.1 Unless the context otherwise requires, the terms used herein shall have the meanings set forth in the remaining sections of this Article II. -1- {PAGE} 2.2 Affiliate shall mean any entity affiliated with Trinity which shall have adopted a Base Plan for the benefit of its employees. 2.3 Base Plan shall mean the defined benefit plan or plans sponsored by Trinity and/or its Affiliates and qualified under Section 401(a) of the Code, from which the Participant is entitled to receive benefits. 2.4 Beneficiary shall mean the individual or individuals entitled to receive benefits payable on behalf of any Participant under his Base Plan in the event of his death on or after Retirement. 2.5 Board shall mean the Board of Directors of Trinity Industries, Inc. 2.6 Code shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.7 Committee shall mean the Supplemental Retirement Plan Committee appointed by the Board. 2.8 Company shall mean Trinity Industries, Inc., a Delaware corporation, as well as its Affiliates, which are hereinafter collectively referred to as the Company. 2.9 Effective Date shall mean April 1, 1995. 2.10 Eligibility Requirements shall mean: (i) having been employed by the Company for at least five (5) years; (ii) receiving compensation from the Company in excess of the Code Section 401(a)(17) limit (currently $150,000); (iii) being a participant under a Base Plan; and, (iv) being included within a group of managerial or highly compensated employees of the Company selected by the Plan committee. 2.11 Employee shall mean any person employed by the Company who is included on the Federal Insurance Contribution Act rolls of the Company. 2.12 Participant shall mean an Employee who meets the Eligibility Requirements as determined by the Plan Committee. -2- {PAGE} 2.13 Plan shall mean the Trinity Industries, Inc. Supplemental Retirement Plan as set forth in this document, as this document may be amended from time to time. 2.14 Retirement shall mean the date on which a Participant is eligible to begin receiving benefits from any Base Plan. 2.15 Trinity shall mean Trinity Industries, Inc., a Delaware corporation. 2.16 Masculine pronouns used herein shall refer to men or women or both and nouns and pronouns when stated in the singular shall include the plural and when stated in the plural shall include the singular, wherever appropriate. ARTICLE III DESIGNATION OF PARTICIPANTS AND FUNDING ARRANGEMENTS 3.1 The Committee shall meet as necessary to verify the eligibility of Participants and to approve the amounts of benefits. 3.2 Contributions by Trinity to pay benefits under the Plan will be made solely out of the general assets of Trinity. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship between Trinity or the Plan and any Employee or any other person. Any funds which may be set aside or invested relative to the Plan shall continue for all purposes to be a part of the general funds of Trinity and no person other than Trinity shall, by virtue of the provisions of this Plan, have any interest in such funds. To the extent that any person acquires a right to receive payment from Trinity under the Plan, such right shall be no greater than the right of any unsecured general creditor of Trinity. ARTICLE IV PLAN BENEFITS 4.1 This Plan does not provide for the payment of compensation regularly payable to an Employee for his customary services to the Company. -3- {PAGE} 4.2 Benefits payable under this Plan will be paid in coordination with any benefits payable to a Participant from his Base Plan. 4.3 If a Participant's services with the Company are terminated prior to his eligibility to receive early, normal or late Retirement benefits under his Base Plan, he shall forfeit all right, for himself and his Beneficiary, to any benefits under this Plan; provided, however, that in the event that such services are terminated for any reason other than death or disability after the occurrence of a "Change in Control" (as hereinafter defined), then such Participant shall not forfeit his right to benefits hereunder and shall be entitled to the difference between (i) his "accrued benefit" as determined under his Base Plan as of the date of such termination by not taking into account Sections 401(a)(17) and 415 of the Code and (ii) his "accrued benefit" determined under such Base Plan as of the date of such termination by taking into account Sections 401(a)(17) and 415 of the Code, with such amount payable to such Employee at the same time and in the same manner as Retirement benefits are payable under the Base Plan. For purposes of this Plan, a "Change in Control" shall occur in the case of acquisition of 50% or more of the outstanding common stock of the Company by a corporation, person or other entity pursuant to a tender offer or exchange offer for the common stock other than by the Company. 4.4 Benefits from the Plan shall be actuarially computed amounts payable to a Participant or Beneficiary so that the annual payments such Participant or Beneficiary shall receive from this Plan (as limited by the final sentence of this Section) and from the Base Plan shall equal the amount of the payments which the Participant would have received at Retirement under the Base Plan but for the operation of Section 401(a)(17) or Section 415 of the Code. The Plan shall not compensate any Participant or Beneficiary for any adverse effects to the Participant which result in a reduction of benefits available from the Base Plan due to changes in the Base Plan benefit formula, social security laws or other laws and rules. 4.5 In the event of a Participant's death on or after Retirement, Trinity shall make any payments called for hereunder to his Beneficiary. Any payment made by Trinity in good faith shall fully discharge Trinity from its obligations with respect to such payment, and -4- {PAGE} Trinity shall have no further obligation to see to the application of any money so paid. 4.6 The benefits payable under this Plan to a Participant who is eligible to receive benefits from his Base Plan shall be made according to the form of payment elected or mandated under the Base Plan and shall commence at the same time as such Base Plan benefits. ARTICLE V ADMINISTRATION 5.1 The Committee shall have full power and authority to interpret, construe and administer the Plan. The Committee's interpretation and construction hereof, and actions hereunder, including any determination of the amount or recipient of any payment to be made under the Plan, shall be binding and conclusive on all persons and for all purposes. No member of the Committee or the Board shall be liable to any person for any action taken or omitted in connection with the interpretation and administration Of the Plan. ARTICLE VI AMENDMENT AND TERMINATION 6.1 The Plan may be amended or terminated in whole or in part from time to time by the Board; provided, however, that no such action shall adversely affect Participants who shall have begun receiving benefits from the Plan; provided further that, in the event of a Change in Control (as defined in Section 4.3 hereof), the Plan may be so amended or terminated only upon approval (determined as of the date of such approval) by a majority in interest of all Participants entitled to benefits under the Plan. 6.2 If Trinity should reorganize, consolidate or merge with another corporation, the Plan shall become an obligation of the new entity or of any business taking over the assets, duties or responsibilities of Trinity. 6.3 If Trinity liquidates due to insolvency or any other event, the Plan shall terminate and be considered as fully and completely discharged. -5- {PAGE} ARTICLE VII GENERAL PROVISIONS 7.1 The Plan shall not be deemed to constitute a contract between the Company and any Employee or to be a consideration for, or an inducement for, the employment of any Employees by the Company. Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of the Company or to interfere with the right of the Company to discharge any Employee at any time, without regard to the effect such discharge may have on any rights under the Plan. 7.2 The Plan shall inure to the benefit of and be binding upon the Company, and the Participants and their successors and assigns. 7.3 No benefit payable under the Plan will be subject in any manner to anticipation, assignment, garnishment or pledge; and any attempt to anticipate, assign, garnish or pledge the same will be void; and no such benefits will be in any manner liable for or subject to the debts, liabilities, engagements or torts of the Participant; and if the Participant is adjudicated bankrupt or attempts to anticipate, assign or pledge any benefits, then such benefits will, in the discretion of the Committee, cease, and in that even the Committee will have the authority to cause the same or any part thereof to be held or applied to or for the benefit of the Participant, his Beneficiary, his children or other dependents, or any of them, in such manner and in such proportion as the Committee may deem proper. The foregoing will not, however, preclude or affect any pledges, liabilities or other obligations of the Participant to the Company. 7.4 If the Committee shall find that any person to whom any payment is payable under the Plan is unable to care for his affairs because of mental or physical illness, accident, or death, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, a brother or sister or any person deemed by the Committee, in its sole discretion, to have incurred expenses for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge of the liabilities of Trinity under the Plan, -6- {PAGE} and Trinity shall have no further obligation to see to the application of any money so paid. 7.5 The payment of Plan benefits to a Participant, as hereinabove provided, shall be subject to the following condition, the breach of which shall cause the Participant to forfeit all rights in and to any such benefits remaining unpaid on the date of such breach: Until all payments hereunder have been made in full, such Participant shall not, directly or indirectly, become or serve as an officer, employee, owner or partner of any business which, in the opinion of the Plan Committee, competes in a material manner with the Company, without the prior written consent of the Company. 7.6 The provisions of the Plan shall be construed according to the laws of the State of Texas. EXECUTED this 1st day of April, 1995. TRINITY INDUSTRIES, INC. By: /s/ JACK CUNNINGHAM ---------------------------------- Title: Vice President ------------------------------- Attest: /s/ NEIL O. SHOOP --------------------------------- -7- {PAGE} TRINITY INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN AMENDMENT NO. 1 WHEREAS, the Board of Directors wishes to amend the Trinity Industries, Inc. Supplement Retirement Plan to include "earned and ultimately paid" incentive compensation rather than "paid" incentive compensation. NOW, THEREFORE, the annual "Compensation" used when computing any benefit payable under this plan will include incentive compensation earned under the Company's Incentive Compensation Agreement, "when earned" rather than "when paid". To be included as "Compensation" the incentive compensation, must ultimately be paid. IN WITNESS HEREOF, the Company has executed this Amendment on this 14th day of September, 1995, effective as of September 14, 1995. TRINITY INDUSTRIES, INC. By: /s/ JACK CUNNINGHAM -------------------------------------- Jack Cunningham Vice President {PAGE} SUPPLEMENTAL RETIREMENT PLAN AMENDMENT NO. 2 The Trinity Industries, Inc. Supplemental Retirement Plan, as amended from time to time (the "Plan"), is hereby further amended, effective as of May 6, 1997, as set forth below. Any term which is not defined below shall have the meaning set forth for such term in the Plan. 1. Section 4.2 of the Plan is hereby amended and restated as follows: 4.2 Except as provided in Section 4.3 hereof, benefits payable under this Plan will be paid in coordination with any benefits payable to a Participant from his Base Plan. 2. Section 4.3 of the Plan is hereby amended and restated as follows: 4.3 If a Participant's services with the Company are terminated prior to his eligibility to receive early, normal or late Retirement benefits under his Base Plan, he shall forfeit all right, for himself and his Beneficiary, to any benefits under this Plan; provided, however, that in the event that such services are terminated for any reason (other than death or disability) after the occurrence of a "Change in Control" (as hereinafter defined), then such Participant shall not forfeit his right to benefits hereunder and shall be entitled to the difference between (i) his "accrued benefit" as determined under his Base Plan as of the date of such termination by not taking into account Sections 401(a)(17) and 415 of the Code and (ii) his "accrued benefit" determined under {PAGE} such Base Plan as of the date of such termination by taking into account Sections 401(a)(17) and 415 of the Code, with the actuarial value of such difference being payable to the Employee in a lump sum cash payment within five days following such termination. For purposes of this Plan, a "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Trinity Industries, Inc. ("Trinity") (not including in the securities beneficially owned by such Person any securities acquired directly from Trinity or its affiliates) representing 30% or more of the combined voting power of Trinity's then 357697	Trinity Trinity Industries, Inc. ( Railroads ) As referenced in this Supplemental Retirement Plan: TRINITY INDUSTRIES, INC – {DOCUMENT} {TYPE}EX-10.8 {SEQUENCE}26 {FILENAME}d14539exv10w8.txt {DESCRIPTION}SUPPLEMENTAL RETIREMENT PLAN {TEXT} {PAGE} EXHIBIT 10.8 TRINITY INDUSTRIES, INC . SUPPLEMENTAL RETIREMENT PLAN ARTICLE I INTRODUCTION 1.1 This Plan shall be known as the Trinity Industries, Inc. Supplemental Retirement Plan and shall be effective April 1, 1995. 1. _____________ Trinity Industries, Inc – FILENAME}d14539exv10w8.txt {DESCRIPTION}SUPPLEMENTAL RETIREMENT PLAN {TEXT} {PAGE} EXHIBIT 10.8 TRINITY INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN ARTICLE I INTRODUCTION 1.1 This Plan shall be known as the Trinity Industries, Inc . Supplemental Retirement Plan and shall be effective April 1, 1995. 1.2 This Plan is an unfunded deferred compensation arrangement for a select group of management or highly compensated _____________ Trinity Industries, Inc – Retirement Plan and shall be effective April 1, 1995. 1.2 This Plan is an unfunded deferred compensation arrangement for a select group of management or highly compensated personnel of Trinity Industries, Inc . and its Affiliates (as hereinafter defined) in order to supplement their retirement benefits to the extent that those benefits are limited by Sections 401(a)(17) and 415 of _____________ Trinity Industries, Inc – made under this Plan shall be made in coordination with any benefits to which a Participant is or may become entitled under any Base Plan (as hereinafter defined). 1.4 Trinity Industries, Inc . hopes and expects to continue the Plan indefinitely, but reserves the right to amend it or terminate it in any respect and at any time or from time to _____________ Trinity Industries, Inc – payable on behalf of any Participant under his Base Plan in the event of his death on or after Retirement. 2.5 Board shall mean the Board of Directors of Trinity Industries, Inc . 2.6 Code shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.7 Committee shall mean the Supplemental Retirement Plan Committee appointed by _____________ dt 1528500
$42	Preview Full Doc	2004	Supplemental Retirement Plan Supplemental Retirement Plan (14K) Doc #358808: Click preview link for longer preview. UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective May 15, 2003) TABLE OF CONTENTS Section Page Table of Defined Terms ii 1. Introduction 1 1.1 Purpose 1 1.2 Effective Date 1 1.3 Administration 1 1. . . . 358808	UAL UAL Corp. ( Airline ) ; United Air Lines United Air Lines Inc. As referenced in this Supplemental Retirement Plan: UNITED AIR LINES, INC – EX-10.44 6 serp.htm EXHIBIT 10.44 UNITED AIR LINES, INC . SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective May 15, 2003) TABLE OF CONTENTS Section Page Table of Defined Terms ii 1. Introduction 1 1.1 Purpose 1 1. _____________ UNITED AIR LINES, INC – 1.1 Retirement Plan Benefit 2.2 (a) Subsection 5.8 2.2 (c) (iv) Supplemental Benefits 1.4 & 2.3 Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC . SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained _____________ United Air Lines, Inc – Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc . Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. _____________ United Air Lines, Inc – SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc . (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. Non-Union Ground Employees' Retirement Plan or any successor plan (the "Retirement _____________ United Air Lines, Inc – The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc . Non-Union Ground Employees' Retirement Plan or any successor plan (the "Retirement Plan") to certain employees of the Company who meet the requirements of section 2.1 of this _____________ dt 758693 ; United Air Lines United Air Lines Inc. As referenced in this Supplemental Retirement Plan: UNITED AIR LINES, – EX-10.44 6 serp.htm EXHIBIT 10.44 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective May 15, 2003) TABLE OF CONTENTS Section Page Table of Defined Terms ii 1. Introduction 1 1.1 Purpose 1 _____________ UNITED AIR LINES, – 1.1 Retirement Plan Benefit 2.2 (a) Subsection 5.8 2.2 (c) (iv) Supplemental Benefits 1.4 & 2.3 Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is _____________ United Air Lines, – Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, _____________ United Air Lines, – SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. Non-Union Ground Employees' Retirement Plan or any successor plan (the " _____________ United Air Lines, – The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. Non-Union Ground Employees' Retirement Plan or any successor plan (the "Retirement Plan") to certain employees of the Company who meet the requirements of section 2.1 of _____________ dt 740501 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Supplemental Retirement Plan: UNITED AIR LINES, INC – EX-10.44 6 serp.htm EXHIBIT 10.44 UNITED AIR LINES, INC . SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective May 15, 2003) TABLE OF CONTENTS Section Page Table of Defined Terms ii 1. Introduction 1 1.1 Purpose 1 1. _____________ UNITED AIR LINES, INC – 1.1 Retirement Plan Benefit 2.2 (a) Subsection 5.8 2.2 (c) (iv) Supplemental Benefits 1.4 & 2.3 Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC . SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained _____________ United Air Lines, Inc – Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc . Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. _____________ United Air Lines, Inc – SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc . (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. Non-Union Ground Employees' Retirement Plan or any successor plan (the "Retirement _____________ United Air Lines, Inc – The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc . Non-Union Ground Employees' Retirement Plan or any successor plan (the "Retirement Plan") to certain employees of the Company who meet the requirements of section 2.1 of this _____________ dt 758693 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Supplemental Retirement Plan: UNITED AIR LINES, – EX-10.44 6 serp.htm EXHIBIT 10.44 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective May 15, 2003) TABLE OF CONTENTS Section Page Table of Defined Terms ii 1. Introduction 1 1.1 Purpose 1 _____________ UNITED AIR LINES, – 1.1 Retirement Plan Benefit 2.2 (a) Subsection 5.8 2.2 (c) (iv) Supplemental Benefits 1.4 & 2.3 Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is _____________ United Air Lines, – Surviving Spouse 1.1 UAL Companies 1.1 UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, _____________ United Air Lines, – SUPPLEMENTAL RETIREMENT PLAN (As amended and restated effective January 1, 1989) SECTION 1 Introduction 1.1 Purpose. The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. Non-Union Ground Employees' Retirement Plan or any successor plan (the " _____________ United Air Lines, – The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is maintained by United Air Lines, Inc. (the "Company") for the purpose of supplementing the retirement incomes payable under the United Air Lines, Inc. Non-Union Ground Employees' Retirement Plan or any successor plan (the "Retirement Plan") to certain employees of the Company who meet the requirements of section 2.1 of _____________ dt 740501
$58	Preview Full Doc	2004	Supplemental Retirement Plan Supplemental Retirement Plan (95K) Doc #376863: Click preview link for longer preview. PHELPS DODGE CORPORATION SUPPLEMENTAL RETIREMENT PLAN {PAGE} . . . TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE I PREAMBLE .............................................. 1 ARTICLE II DEFINITIONS ........................................... 1 2.1 DEFINITIONS ............................................. 1 2.2 CONSTRUCTION ............................................ 5 2.3 REFERENCES TO RETIREMENT PLAN ........................... 5 ARTICLE III ELIGIBILITY ........................................... 6 3.1 SELECTION OF PARTICIPANTS ............................... 6 3.2 DISCONTINUANCE OF PARTICIPATION ......................... 6 3.3 ADOPTION BY AFFILIATES .................................. 7 3.4 CHANGE IN AFFILIATE STATUS .............................. 7 ARTICLE IV ELIGIBILITY FOR BENEFITS .............................. 7 4.1 NORMAL RETIREMENT ....................................... 7 4.2 EARLY RETIREMENT ........................................ 7 4.3 LATE RETIREMENT ......................................... 8 4.4 SPECIAL EARLY RETIREMENT ................................ 8 4.5 DISABILITY .............................................. 8 4.6 TERMINATION OF EMPLOYMENT ............................... 8 4.7 DEATH BEFORE RETIREMENT ................................. 9 4.8 CYPRUS DEATH BENEFIT .................................... 9 4.9 DEATH AFTER RETIREMENT .................................. 9 4.10 SPECIAL VESTING PROVISION APPLICABLE ON SALE OF ACCURIDE 9 ARTICLE V DETERMINATION OF BENEFITS ............................. 10 5.1 NORMAL RETIREMENT BENEFIT ............................... 10 5.2 EARLY RETIREMENT BENEFIT ................................ 11 5.3 LATE RETIREMENT BENEFIT ................................. 12 5.4 SPECIAL EARLY RETIREMENT BENEFIT ........................ 12 5.5 DISABLED EMPLOYEE BENEFIT ............................... 12 5.6 DEFERRED VESTED RETIREMENT BENEFIT ...................... 12 5.7 SURVIVING SPOUSE BENEFIT - DEATH BEFORE RETIREMENT ...... 13 5.8 TIMING ADJUSTMENTS ...................................... 13 {/TABLE} i {PAGE} {TABLE} {S} {C} ARTICLE VI PAYMENT OF BENEFITS ................................... 13 6.1 TIME OF DISTRIBUTION OF BENEFITS ........................ 13 6.2 PARTICIPANT ELECTIONS ................................... 14 6.3 FORMS OF BENEFIT PAYMENTS ............................... 14 6.4 SPOUSAL CONSENT ......................................... 16 6.5 BENEFICIARY DESIGNATIONS ................................ 16 6.6 IN-SERVICE PAYMENT OF BENEFITS .......................... 17 6.7 SPECIAL PAYMENT PROVISION APPLICABLE ON SALE OF AFFILIATE 17 ARTICLE VII ADMINISTRATION OF THE PLAN ............................ 17 7.1 ADOPTION OF TRUST ....................................... 17 7.2 POWERS OF THE PLAN ADMINISTRATOR ........................ 17 7.3 BENEFITS ADMINISTRATION COMMITTEE ....................... 18 7.4 APPOINTMENT OF AGENTS ................................... 18 7.5 CONFLICT OF INTEREST .................................... 19 7.6 ACTION TAKEN BY COMPANY ................................. 19 7.7 DELEGATIONS OF AUTHORITY ................................ 19 7.8 INDEMNIFICATION ......................................... 19 ARTICLE VIII CLAIMS REVIEW PROCEDURE ............................... 19 8.1 APPLICATION FOR BENEFITS NOT REQUIRED ................... 19 8.2 CLAIMS PROCEDURES ....................................... 19 ARTICLE IX LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY ......... 23 9.1 ANTI-ALIENATION CLAUSE .................................. 23 9.2 PERMITTED ARRANGEMENTS .................................. 23 9.3 PAYMENT TO MINOR OR INCOMPETENT ......................... 23 9.4 UNDERPAYMENT OR OVERPAYMENT OF BENEFITS ................. 23 ARTICLE X AMENDMENT, MERGER AND TERMINATION ..................... 24 10.1 AMENDMENT ............................................... 24 10.2 MERGER OR CONSOLIDATION OF COMPANY ...................... 24 10.3 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS .. 24 ARTICLE XI CHANGE OF CONTROL PROVISIONS .......................... 24 11.1 ADDITIONAL SERVICE CREDIT ............................... 24 {/TABLE} ii {PAGE} {TABLE} {S} {C} 11.2 70/80 RETIREMENT BENEFIT ................................ 25 11.3 PLAN ADMINISTRATOR DISCRETION ........................... 25 11.4 SPECIAL LUMP SUM OPTION ................................. 25 ARTICLE XII GENERAL PROVISIONS .................................... 26 12.1 LIMITATION ON PARTICIPANTS' RIGHTS ...................... 26 12.2 STATUS OF PARTICIPANTS AS UNSECURED CREDITORS ........... 26 12.3 STATUS OF TRUST FUND .................................... 26 12.4 CANCELLATION OR REDUCTION OF BENEFITS ................... 26 12.5 UNIFORM ADMINISTRATION .................................. 26 12.6 HEIRS AND SUCCESSORS .................................... 27 12.7 NO LIABILITY FOR ACCELERATION OF PAYMENTS ............... 27 {/TABLE} iii {PAGE} PHELPS DODGE CORPORATION SUPPLEMENTAL RETIREMENT PLAN ARTICLE I PREAMBLE Phelps Dodge Corporation (the "Company"), a corporation organized and existing under the laws of the State of New York, previously adopted the Comprehensive Executive Non-qualified Retirement and Savings Plan of Phelps Dodge Corporation (the "Comprehensive Plan"). The Comprehensive Plan consisted, primarily, of supplemental executive retirement provisions and supplemental executive savings provisions. In 1997, the Company split the Comprehensive Plan into two separate plans, the Phelps Dodge Corporation Supplemental Savings Plan (the "SSP") and the Phelps Dodge Corporation Supplemental Retirement Plan. By the adoption of this document, the Company amends and restates the Phelps Dodge Corporation Supplemental Retirement Plan (the "Plan") in its entirety. This amended and restated Plan document is effective, generally, as of January 1, 2001 (the "Effective Date"), but special effective dates may apply to particular provisions, as noted below. By action taken on November 15, 2000, the Cyprus Amax Minerals Company Supplemental Executive Retirement Plan was merged into the Plan, effective as of January 1, 2001. Effective as of the same date, Cyprus Amax Minerals Company ("Cyprus") became a participating employer under this Plan. As of the Effective Date, all benefits previously accrued under either the Plan or the Cyprus Amax Minerals Company Supplemental Executive Retirement Plan shall be governed by the terms and provisions of this Plan document, which also serves as a complete amendment and restatement of the Cyprus Amax Minerals Company Supplemental Executive Retirement Plan. The purpose of this Plan is to provide a select group of management or highly compensated employees of the Company and certain of its affiliates with supplemental retirement benefits. As a result, the Plan shall be considered to be a "top hat plan", exempt from many of the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). This Plan is not intended to "qualify" for favorable tax treatment pursuant to Section 401(a) of the Internal Revenue Code of 1986 (the "Code") or any successor section or statute. ARTICLE II DEFINITIONS 2.1 DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not begin a sentence, the word or phrase shall generally be a term defined in this Section 2.1 or in the Preamble. The following words and phrases used in the Plan with the initial letter capitalized shall have the meanings set forth in this Section 2.1, unless a clearly different meaning is required by the context in which the word or phrase is used: 1 {PAGE} (a) "ACT" means the Employee Retirement Income Security Act of 1974, as amended. (b) "ACTUARIAL EQUIVALENT" means a benefit of equal value when computed using an indicated mortality table, interest rate and annuity conversion factors. Except as otherwise noted below, the mortality tables, and interest rates specified in Section 1.1(c) (Definitions - Actuarial Equivalent) of the Retirement Plan and the annuity conversion factors set forth in Article V (Payment of Benefits) of the Retirement Plan shall be utilized in making Actuarial Equivalency determinations for purposes of this Plan. For purposes of calculating any lump sum payments attributable to the Cyprus Minimum Benefit, the Plan Administrator shall use the interest rates and mortality table set forth in Section 1.2(a) (Definitions - Actuarial Equivalent) of the Phelps Dodge Retirement Plan Supplement No. 14 - Cyprus Salaried Employees. (c) "AFFILIATE" means (1) a corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as is the Company, (2) any other trade of business (whether or not incorporated) controlling, controlled by, or under common control with the Company (within the meaning of Section 414(c) of the Code), (3) any other corporation, partnership, or other organization which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) with the Company, and (4) any other corporation, partnership, or other organization which is otherwise required to be aggregated with the Company pursuant to Section 414(o) of the Code. (d) "AICP" means the Phelps Dodge Annual Incentive Compensation Plan, as in effect and as amended from time to time or any plan or program that specifically replaces the AICP. (e) "BENEFITS ADMINISTRATION COMMITTEE" or "COMMITTEE" means the committee appointed by the Board of Directors in accordance with Section 7.1 (Benefits Administration Committee) of the Retirement Plan. (f) "BOARD OF DIRECTORS" means the Board of Directors of the Company. (g) "CHANGE OF CONTROL" For purposes of this Plan, the phrase "Change of Control" shall have the same meaning as given to that phrase in the Company's Change of Control Agreements as may be in effect from time to time. (h) "CHANGE OF CONTROL AGREEMENT" means the agreement entered into by and between the Participant and the Company which provides the Participant with certain termination benefits in the event that the Participant's employment with the Company or any subsidiary of the Company is terminated under certain limited circumstances as a result of a Change of Control. (i) "CODE" means the Internal Revenue Code of 1986, as amended. (j) "CYPRUS MINIMUM BENEFIT" means the "Supplemental Benefit" a Cyprus SERP Participant would have been entitled to receive pursuant to Article V (Computation of Supplemental Benefit) of the Cyprus SERP if the Cyprus SERP Participant had terminated 2 {PAGE} employment as of December 31, 2000 after taking into account any amounts previously paid pursuant to Section 6.6 (Change in Control) of the Cyprus SERP. (k) "CYPRUS SERP" means the Cyprus Amax Minerals Company Supplemental Executive Retirement Plan, as amended and restated by a document dated January 29, 1998, and as further amended by Amendment Number 1 dated November 12, 1998 and Amendment Number 2 dated June 4, 1999. (l) "CYPRUS SERP PARTICIPANT" means any individual who, as of December 31, 2000, was a participant in the Cyprus SERP and who, as of January 1, 2001, became a Participant in this Plan pursuant to Section 3.1(d)(Selection of Participants - Cyprus SERP Participants). (m) "DEFERRED VESTED RETIREMENT BENEFIT" means the benefit payable pursuant to Section 5.6 (Deferred Vested Retirement Benefit) to a Participant who terminates employment and is entitled to receive a benefit pursuant to Section 4.6 (Termination of Employment). (n) "DISABILITY" means a mental or physical condition that results in a Participant's receipt, without considering any offsets, of long-term disability payments under the LTD Plan. For purposes of this Plan, a Participant shall be conclusively presumed to be under Disability only during the period of time that the Participant qualifies to receive such benefits under the applicable LTD PLan. (o) "EARLY RETIREMENT BENEFIT" means the benefit payable pursuant to Section 5.2 (Early Retirement Benefit). (p) "EARLY RETIREMENT DATE" means the first day of the calendar month next following the later of a Participant's attainment of age 55 or completion of ten years of Service. (q) "EMPLOYEE" means any individual classified by his Employer as a common law employee of the Employer. For this purpose, the classification that is relevant is the classification in which such individual is placed by the Employer for purposes of this Plan and the classification of such individual for any other purpose (e.g., employment tax or withholding purposes) shall be irrelevant. If an individual is characterized as a common law employee of the Employer by a governmental agency or court but not by the Employer, such individual shall be treated as an employee who has not been designated for participation in this Plan pursuant to Section 3.1 (Selection of Participants). (r) "EMPLOYER" means the Company and any Affiliate which has elected to participate in the Plan with the approval of the Plan Administrator, as provided in Section 3.3 (Adoption by Affiliates). (s) "LATE RETIREMENT BENEFIT" means the benefit payable pursuant to Section 5.3 (Late Retirement Benefit). (t) "LATE RETIREMENT DATE" means the first day of any calendar month following a Participant's Normal Retirement Date as of which the Participant retires. 3 {PAGE} (u) "LTD PLAN" means the Company's Long Term Disability Insurance Plan (or any other similar plan sponsored by an Employer to provide long term disability benefits) as in effect from time to time. (v) "NORMAL RETIREMENT AGE" means the day on which occurs the later of (1) the Participant's 65th birthday or (2) the earlier of (A) the 5th anniversary of the date on which the Participant's participation in the Retirement Plan (or any predecessor plan) commenced or (B) the date on which the Participant is credited with five years of Service. (w) "NORMAL RETIREMENT BENEFIT" means the benefit payable pursuant to Section 5.1 (Normal Retirement Benefit). (x) "NORMAL RETIREMENT DATE" means the first day of the month coinciding with or next following a Participant's Normal Retirement Age. (y) "PARTICIPANT" means any Employee of the Company or any of its Affiliates who is entitled to participate and who is chosen for participation pursuant to Section 3.1 (Selection of Participants). (z) "PLAN ADMINISTRATOR" means the Benefits Administration Committee. 376863	Phelps Dodge Phelps Dodge Corp. ( Metal Mining )
$35	Preview Full Doc	2004	Supplemental Retirement Plan Supplemental Retirement Plan (19K) Doc #431022: Click preview link for longer preview. SUPPLEMENTAL RETIREMENT PLAN 1. Selection of Participants. This Plan is an unfunded non-qualified arrangement for a select group of management and/or highly compensated employees of C-COR Incorporated (hereinafter ï¿½Corporationï¿½). Each employee selected by Corporation for participation hereunder (hereinafter ï¿½Participantï¿½) shall indicate his or her agreement to the terms of this Plan by executing a Participation Agreement to be provided by the Corporation. 2. Definitions. Certain terms shall be defined hereunder as . . . 431022	C-COR C-COR Inc. ; C-COR C-COR Inc. ( Communications Equipment ) ;	C-COR.net C-COR.net Corp. As referenced in this Supplemental Retirement Plan: C-COR.net Corp. – Rev 08-2004 Plan Date 04-1993 SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT 1. I, the undersigned Participant (Participant), hereby acknowledge receipt of a copy of the Supplemental Retirement Plan of C-COR.net Corp. (Corporation), effective April 20, 1993 (the Plan). By completion of this Agreement, I agree to comply with the terms of the Plan in all respects. I understand that all _____________ dt 1318635 ; C-COR.net C-COR.net Corp. ( Communications Equipment ) As referenced in this Supplemental Retirement Plan: C-COR.net Corp. – Rev 08-2004 Plan Date 04-1993 SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT 1. I, the undersigned Participant (Participant), hereby acknowledge receipt of a copy of the Supplemental Retirement Plan of C-COR.net Corp. (Corporation), effective April 20, 1993 (the Plan). By completion of this Agreement, I agree to comply with the terms of the Plan in all respects. I understand that all _____________ dt 1318635
$52	Preview Full Doc	2004	Supplemental Retirement Plan Supplemental Retirement Plan (71K) Doc #525544: Click preview link for longer preview. EXPRESSJET AIRLINES, INC. SUPPLEMENTAL RETIREMENT PLAN As Amended and Restated Effective May 5, 2004 TABLE OF CONTENTS Page ARTICLE I. ESTABLISHMENT, RESTTEMENT, PURPOSE AND STATUS OF PLAN............................ 1 1.1. Establishment and Restatement of Plan.......................................................................................... 1 1.2. Purpose of Plan............................................................................................................................ . . . 525544	Continental Continental Airlines, Inc. ( Airline ) As referenced in this Supplemental Retirement Plan: Continental Airlines, Inc – or action of the board of directors of Holdings providing for such sale or other disposition of assets of Holdings. Notwithstanding the foregoing, actions taken by or the ownership by Continental Airlines, Inc . of the Outstanding Holdings Common Stock or Outstanding Holdings Voting Securities shall not be deemed a Change in Control prior to the date Continental Airlines, Inc. or its affiliates _____________ Continental Airlines, Inc – or the ownership by Continental Airlines, Inc. of the Outstanding Holdings Common Stock or Outstanding Holdings Voting Securities shall not be deemed a Change in Control prior to the date Continental Airlines, Inc . or its affiliates have disposed of all of their Outstanding Holdings Common Stock or Outstanding Holdings Voting Securities or during any period in which Continental Airlines, Inc. or its _____________ Continental Airlines, Inc – to the date Continental Airlines, Inc. or its affiliates have disposed of all of their Outstanding Holdings Common Stock or Outstanding Holdings Voting Securities or during any period in which Continental Airlines, Inc . or its affiliates is an Exempt Person within the meaning of the Amended and Restated Rights Agreement, dated as of April 1, 2002 between Holdings, Continental Airlines, Inc. and _____________ Continental Airlines, Inc – in which Continental Airlines, Inc. or its affiliates is an Exempt Person within the meaning of the Amended and Restated Rights Agreement, dated as of April 1, 2002 between Holdings, Continental Airlines, Inc . and Mellon Investor Services, Inc. 2.6. Code. Code means the Internal Revenue Code of 1986, as amended, and the regulations and other authority issued thereunder by the appropriate _____________ Continental Airlines, Inc – terminates Employment for any reason other than death, Disability, or Retirement prior to the fifth (5th) anniversary of such Participants first day of Employment with the Employer, an Affiliate or Continental Airlines, Inc .; provided, however, that a Participants Account shall be fully vested and nonforfeitable upon (a) the termination of such Participants Employment by reason of death, Disability or Retirement or (b) _____________ dt 1502967 ;	ExpressJet ExpressJet Holdings, Inc. ( Airline ) As referenced in this Supplemental Retirement Plan: ExpressJet Holdings, Inc – ExpressJet Holdings, Inc . EX-10.3 4 xjt10qexhibit103.htm EXPRESSJET HOLDINGS, INC. EXHIBIT 10.3 Exhibit 10.3 EXPRESSJET AIRLINES, INC. SUPPLEMENTAL RETIREMENT PLAN As Amended and Restated Effective May 5, 2004 _____________ EXPRESSJET HOLDINGS, INC – ExpressJet Holdings, Inc. EX-10.3 4 xjt10qexhibit103.htm EXPRESSJET HOLDINGS, INC . EXHIBIT 10.3 Exhibit 10.3 EXPRESSJET AIRLINES, INC. SUPPLEMENTAL RETIREMENT PLAN As Amended and Restated Effective May 5, 2004 TABLE OF CONTENTS Page ARTICLE I. ESTABLISHMENT, RESTTEMENT, PURPOSE _____________ ExpressJet Holdings, Inc – issued thereunder by the appropriate governmental authority. References herein to any section of ERISA shall include references to any successor section or provision of ERISA. 2.19. Holdings. Holdings means ExpressJet Holdings, Inc . or any successor thereto. 2.20. Losses. Losses mean any and all losses, claims, damages, judgments, settlements, liabilities, expenses and costs (and all actions in respect thereof and any _____________ dt 1385100
$40	Preview Full Doc	2003	Supplemental Retirement Plan [2003] Supplemental Retirement Plan [2003] (46K) Doc #139215: Click preview link for longer preview. GANNETT SUPPLEMENTAL RETIREMENT PLAN Restatement dated February 1, 2003 (Reflecting all amendments through December 3, 2002) ARTICLE ONE Definitions 1.1 Plan means this Gannett Supplemental Retirement Plan. 1.2 Funded Plan means the Gannett Retirement Plan as it may pertain to a particular Employee. 1.3 Company means Gannett Co., Inc. or any successor to its business and/or assets which assumes the Plan by operation of law or otherwise. 1.4 Board means the Board of Directors of the Company. 1.5 Committee means the Gannett Benefit Plans Committee. 1.6 Effective Date means January 1, 1978. The effective date of this restatement is February 1, 2003. 1.7 Employee means any employee of the Company who (1) is paid through the Companys headquarters payroll system, operating as of the date of this restatement in Arlington, Virginia (Corporate Payroll), (2) is within a select group of management or highly compensated employees as this term is used in Title I of ERISA and (3) is designated by the Companys Benefit Plans Committee as being an eligible participant in the Plan and listed on Appendix A, B or C. 1.8 Monthly Benefit means: for an Employee who began participating in the Plan on or before January 1, 1998 and who is listed in Appendix A, the Employees monthly benefit, expressed as a single life annuity payable for the Employees life, calculated using the formula set forth in Article VI of the Funded Plan but ignoring the benefit limitations in the Funded Plan required by Code Section 415 or the limitations on an Employees compensation under Code Section 401(a)(17) and taking into account all amounts deferred under the Gannett Co., Inc. Deferred Compensation Plan. for an Employee who began participating in the Plan after January 1, 1998 and who is listed in Appendix A, the Employees monthly benefit, expressed as a 139215	Gannett Co., Inc. Gannett Co., Inc. ( Printing & Publishing ) As referenced in this Supplemental Retirement Plan [2003]: Gannett Co., Inc – Retirement Plan. 1.2 Funded Plan means the Gannett Retirement Plan as it may pertain to a particular Employee. 1.3 Company means Gannett Co., Inc . or any successor to its business and/or assets which assumes the Plan by operation of law or otherwise. 1.4 Board _____________ Gannett Co., Inc – 415 or the limitations on an Employees compensation under Code Section 401(a)(17) and taking into account all amounts deferred under the Gannett Co., Inc . Deferred Compensation Plan. for an Employee who began participating in the Plan after January 1, 1998 and who is listed in Appendix _____________ Gannett Co., Inc – 415 or the limitations on an Employees compensation under Code Section 401(a)(17) and taking into account all amounts deferred under the Gannett Co., Inc . Deferred Compensation Plan. for an Employee who began participating in the Plan after January 1, 1998 and who is listed in Appendix _____________ Gannett Co., Inc – 415 or the limitations on an Employees compensation under Code Section 401(a)(17) and taking into account all amounts deferred under the Gannett Co., Inc . Deferred Compensation Plan. for an Employee who formerly participated in the Central Newspapers, Inc. Retirement Plan (the CNI Plan) and who is _____________ Gannett Co., Inc – or the limitations on an Employees compensation under Code Section 401(a)(17) and taking into account salary and bonuses deferred under the Gannett Co., Inc . Deferred Compensation Plan. Notwithstanding the foregoing, if the Employees benefit under the Funded Plan is calculated using a grandfathered CNI Plan pension _____________ dt 310279
$42	Preview Full Doc	2003	Supplemental Retirement Plan [Amended and Restated 2003] Supplemental Retirement Plan [Amended and Restated 2003] (89K) Doc #174641: Click preview link for longer preview. BAKER HUGHES INCORPORATED SUPPLEMENTAL RETIREMENT PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2003) {PAGE} EXHIBIT 10.12 BAKER HUGHES INCORPORATED SUPPLEMENTAL RETIREMENT PLAN TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I DEFINITIONS AND CONSTRUCTION............................................................ 1 1.01 Definitions...................................................................................... 1 1.02 Number and Gender................................................................................ 4 1.03 Headings......................................................................................... 4 ARTICLE II PARTICIPATION........................................................................... 5 2.01 Eligibility...................................................................................... 5 2.02 Commencement of Participation.................................................................... 5 2.03 Cessation of Participation Upon Plan Administrator Determination................................. 5 2.04 Suspension of Participation Due to Certain Distributions......................................... 5 ARTICLE III PARTICIPANT DEFERRALS................................................................... 5 3.01 Amount of Participant Deferrals.................................................................. 5 3.02 Participant Deferral Elections................................................................... 6 3.03 Period of Effectiveness of Participant Deferral Elections........................................ 6 3.04 Changes to Participant Deferral Election......................................................... 6 3.05 Cancellation of Participant Deferral Election.................................................... 6 3.06 Time and Form of Payment Specified in Participant Deferral Election.............................. 7 3.07 Irrevocable Change of Election of Time and/or Form of Payment.................................... 7 3.08 Suspension of Participant Deferrals Due to Withdrawal for Unforeseeable Financial Emergency...... 7 ARTICLE IV COMPANY DEFERRALS....................................................................... 7 4.01 Company Matching Deferrals....................................................................... 7 4.02 Company Base Thrift Deferrals.................................................................... 7 4.03 Company Pension Deferrals........................................................................ 8 4.04 Company Discretionary Deferrals.................................................................. 8 4.05 Time and Form of Payment Elections for Company Deferrals......................................... 8 ARTICLE V VALUATION OF ACCOUNTS................................................................... 8 ARTICLE VI DEEMED INVESTMENT OF FUNDS.............................................................. 8 ARTICLE VII DETERMINATION OF VESTED INTEREST AND FORFEITURES........................................ 9 7.01 Vested Interest.................................................................................. 9 7.02 Forfeitures .................................................................................... 9 ARTICLE VIII ACCELERATED DISTRIBUTIONS............................................................... 9 8.01 Restrictions on In-Service Distributions and Loans............................................... 9 8.02 Emergency Benefit................................................................................ 9 ARTICLE IX TERMINATION BENEFITS.................................................................... 10 9.01 Amount of Benefit................................................................................ 10 9.02 Time of Payment.................................................................................. 10 9.03 Alternative Forms of Benefit Payments............................................................ 10 9.04 Accelerated Pay-Out of Certain Benefits.......................................................... 11 9.05 Designation of Beneficiaries..................................................................... 11 9.06 Payment of Benefits.............................................................................. 11 {/TABLE} -i- {PAGE} EXHIBIT 10.12 {TABLE} {S} {C} 9.07 Unclaimed Benefits............................................................................... 11 9.08 Plan Administrator Determination of Pay-Out of Certain Benefits.................................. 12 9.09 Statutory Benefits............................................................................... 12 ARTICLE X ADMINISTRATION OF THE PLAN.............................................................. 12 10.01 Plan Administrator............................................................................... 12 10.02 Resignation and Removal.......................................................................... 12 10.03 Records and Procedures........................................................................... 12 10.04 Self-Interest of Plan Administrator.............................................................. 12 10.05 Compensation and Bonding......................................................................... 12 10.06 Plan Administrator Powers and Duties............................................................. 13 10.07 Reliance on Documents, Instruments, etc.......................................................... 13 10.08 Claims Review Procedures; Claims Appeals Procedures.............................................. 13 10.09 Company to Supply Information.................................................................... 14 10.10 Indemnity ....................................................................................... 14 ARTICLE XI ADMINISTRATION OF FUNDS................................................................. 15 11.01 Payment of Expenses.............................................................................. 15 11.02 Trust Fund Property.............................................................................. 15 ARTICLE XII ADOPTION OF PLAN BY OTHER EMPLOYERS..................................................... 15 12.01 Adoption Procedure............................................................................... 15 12.02 No Joint Venture Implied......................................................................... 16 ARTICLE XIII NATURE OF THE PLAN AND ESTABLISHMENT OF THE TRUST....................................... 16 13.01 Nature of the Plan............................................................................... 16 13.02 Establishment of the Trust....................................................................... 16 ARTICLE XIV MISCELLANEOUS........................................................................... 16 14.01 Plan Not Contract of Employment.................................................................. 16 14.02 Alienation of Interest Forbidden................................................................. 17 14.03 Withholding .................................................................................... 17 14.04 Amendment and Termination........................................................................ 17 14.05 Severability .................................................................................... 17 14.06 Arbitration .................................................................................... 17 14.07 Governing Law.................................................................................... 17 {/TABLE} -ii- {PAGE} EXHIBIT 10.12 BAKER HUGHES INCORPORATED SUPPLEMENTAL RETIREMENT PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) ARTICLE I DEFINITIONS AND CONSTRUCTION 1.01 DEFINITIONS. The words and phrases defined in this Article shall have the meaning set out in the definition unless the context in which the word or phrase appears reasonably requires a broader, narrower or different meaning. "ACCOUNT(S)" means all ledger accounts pertaining to a Participant or former Participant which are maintained by the Plan Administrator to reflect the Company's obligation to the Participant or former Participant under the Plan. The Plan Administrator shall establish the following subaccounts and any additional subaccounts that the Plan Administrator considers necessary to reflect the entire interest of the Participant or former Participant under the Plan. Each of the subaccounts listed below and any additional subaccounts established by the Plan Administrator shall reflect credits and debits made to such subaccounts for earnings, losses, distributions and forfeitures (a) Participant Deferral Account - the Participant's or former Participant's deferrals, if any, made pursuant to Section 3.01. (b) Company Matching Deferral Account - the credits made on behalf of a Participant or former Participant pursuant to Section 4.01. (c) Company Base Thrift Deferral Account - the credits made on behalf of a Participant or former Participant, if any, made pursuant to Section 4.02. (d) Company Pension Deferral Account - the credits made on behalf of a Participant or former Participant, if any, made pursuant to Section 4.03. (e) Company Discretionary Deferral Account - the credits made on behalf of a Participant or former Participant, if any, made pursuant to Section 4.04. "AFFILIATE" means any entity which is a member of the same controlled group of corporations within the meaning of section 414(b) of the Code or which is a trade or business (whether or not incorporated) which is under common control (within the meaning of section 414(c) of the Code), which is a member of an affiliated service group (within the meaning of section 414(m) of the Code) with Baker Hughes. "ANNUAL INCENTIVE PLAN" means Baker Hughes Incorporated 1995 Employee Annual Incentive Compensation Plan, as amended from time to time, any guidelines issued pursuant to such plan, and any other incentive compensation plans adopted by the Company from time to time which are in replacement of or in addition to such plan. "BAKER HUGHES" means Baker Hughes Incorporated, a Delaware corporation. "BASE COMPENSATION" means a Participant's base salary or wages measured on an annual basis (as defined in section 3401(a) of the Code for purposes of federal income tax withholding) from the Company, modified by including any portion thereof that such Participant could have received in cash in lieu of (a) Participant Deferrals pursuant to Section 3.01 or (b) elective contributions made on his behalf by the Company pursuant to a qualified cash or deferred arrangement described in section 401(k) of the Code 1 {PAGE} EXHIBIT 10.12 and any elective contributions under a cafeteria plan described in section 125, and modified further by excluding any bonus; incentive compensation; commissions; expense reimbursements or other expense allowances; fringe benefits (cash and noncash); moving expenses; deferred compensation (other than (a) Participant Deferrals pursuant to Section 3.01 or (b) elective contributions to the Company's qualified cash or deferred arrangement described in section 401(k) of the Code); welfare benefits as defined in the Employee Retirement Income Security Act of 1974, as amended; overtime pay; special performance compensation amounts and severance compensation. "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning ascribed to the term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. "BOARD" means the Board of Directors of Baker Hughes. "BONUS" means each incentive bonus, if any, paid in cash by the Company to or for the benefit of an Employee for services rendered or labor performed while an Employee. Annual bonuses are generally paid with respect to a completed fiscal year by the Company to its employees pursuant to the Annual Incentive Plan. An Employee's Bonus shall be determined by including any portion thereof that such Employee could have received in cash in lieu of (a) any Participant Deferrals pursuant to Section 3.01 or (b) elective contributions made on his behalf by the Company pursuant to a qualified cash or deferred arrangement (as defined in section 401(k) of the Code) or pursuant to a plan maintained under section 125 of the Code. "CODE" means the Internal Revenue Code of 1986, as amended from time to time. "COMMITTEE" means the Administrative Committee or the Investment Committee that may be appointed by the Board as a Plan Administrator. "COMPANY" means Baker Hughes or an Employer. "COMPANY BASE THRIFT DEFERRALS" means credits to a Participant's Account pursuant to Section 4.02. "COMPANY DEFERRALS" means, collectively or individually, any of the deferrals made by the Company pursuant to Sections 4.01, 4.02, 4.03 and 4.04. "COMPANY DISCRETIONARY DEFERRALS" means credits, if any, to a Participant's Account pursuant to Section 4.04.