ERISA Supplemental Retirement Plan - HON Industries Inc.
HON INDUSTRIES INC. ERISA SUPPLEMENTAL RETIREMENT PLAN
(EFFECTIVE JANUARY 1, 1995)
1. Purpose of the Plan. The purpose of this HON INDUSTRIES Inc. ERISA
Supplemental Retirement Plan (the 'Plan') is to provide to selected executives
benefits equal to the amounts which, but for limitations imposed by the Internal
Revenue Code of 1986 (the 'Code') or plan provisions, would have been provided
by the HON INDUSTRIES Inc. Profit-Sharing Retirement Plan, the HON Members
Company Ownership Plan, and the HON INDUSTRIES Inc. Cash Profit-Sharing Plan.
2. Definitions. Except as otherwise defined in this Plan, capitalized
terms used herein shall have the respective meanings assigned to such terms in
the HON INDUSTRIES Inc. Profit-Sharing Retirement Plan.
3. Participation. Each employee of an Employer whose compensation for any
calendar year beginning after December 31, 1994, determined under the HON
INDUSTRIES Inc. Profit-Sharing Retirement Plan but without regard to any
election by the Participant to defer any compensation earned for such year and
without regard to any payment made pursuant to the HON INDUSTRIES Inc. Executive
Long-Term Incentive Compensation Plan for such year, exceeds $150,000 (or such
other amount as may be in effect under Section 401(a)(17) of the Code for such
year) and who has been selected for participation by the Company's Board of
Directors shall be a Participant in this Plan. It is intended that the
Participants constitute a 'select group of management or highly compensated
employees' within the meaning of ERISA.
(a) Benefits in Respect of the HON INDUSTRIES Inc. Profit-Sharing
Retirement Plan and HON Members Company Ownership Plan. As soon as practicable
after the last day of each calendar year beginning after December 31, 1994, the
Company shall determine the amount that would have been credited for such year
to (A) the Participant's Profit-Sharing Retirement Account under the HON
INDUSTRIES Inc. Profit-Sharing Retirement Plan; (B) the Participant's Account
under the Cash Profit-Sharing Plan; and (C) the Participant's ESOP Account under
the HON Members Company Ownership Plan for such calendar year but for the
application of: (i) The last two sentences of Section 2.13 of the HON INDUSTRIES
Inc. Profit-Sharing Retirement Plan and of Section 2.10 of the HON Members
Company Ownership Plan (limiting the amount of compensation taken into account
under such plans); and (ii) Section 4.5 of the HON INDUSTRIES Inc. Profit-
Sharing Retirement Plan and Section 6.8 of the HON Members Company Ownership
Plan (generally limiting annual contributions on behalf of a Participant to
$30,000 under Section 415 of the Code). See
(b) Benefits in Respect of Cash Profit-Sharing Plan. As soon as
practicable after the last day of each calendar year beginning after December
31, 1994, the Company shall determine an amount equal to the payments such
Participant would have received under the Cash Profit-Sharing Plan in such year
in respect of the Participant's Compensation, as described in Section 2, but for
any limitation on eligible earnings taken into account under the terms of the
Cash Profit-Sharing Plan. See Annex A.
(c) Distributions. Not later than the March 15 following each
calendar year for which a benefit is determined under Paragraphs 4(a) or (b)
above, the benefit determined for each Participant shall be paid in shares of
Bonus Stock issued under the Company's Stock-Based Compensation Plan. The
number of shares of Bonus Stock to be paid shall be determined by dividing the
amounts determined under Paragraphs 4(a) and (b) above by the average of the
closing prices of a share of the Company's common stock for each trading day of
the last calendar quarter of the most recent calendar year immediately preceding
the date of such payment, with cash paid in lieu of any fractional share. Such
shares shall not be transferable, whether by sale, pledge, gift, or otherwise,
while the Participant is employed by the Company or any of its subsidiaries.
Provision for all income tax withholding and other employment taxes shall be
made pursuant to Section 5.5 of the Stock-Based Compensation Plan.
5. Administration. The Human Resources and Compensation Committee of the
Company's Board of Directors shall be charged with the administration of this
Plan, shall have the same powers and duties, and shall be subject to the same
limitations, as are described in Article 10 of the HON INDUSTRIES Inc. Profit-
Sharing Retirement Plan. Decisions of such Committee shall be conclusive and
binding upon all persons claiming benefits under the Plan.
6. Nonassignment of Benefits. Notwithstanding anything contained herein
or in any other plan maintained by the Company to the contrary, it shall be a
condition of the payment of benefits under this Plan that neither such benefits
nor any portion hereof shall be assigned, alienated, or transferred to any
person voluntarily or by operation of any law, including any assignment,
division, or awarding of property under state domestic relations law (including
community property law). If any person shall endeavor or purport to make any
such assignment, alienation, or transfer, the amount otherwise provided
hereunder which is the subject of such assignment, alienation, or transfer shall
cease to be payable to any person.
7. No Guaranty of Employment. Nothing contained in this Plan shall be
construed as a contract of employment between any employee and his or her
Employer or as conferring a right on any employee to be continued in the
employment of an Employer.
8. Amendment and Termination. This Plan shall be subject to the same
reserved powers of amendment and termination as contained in Section 12.2 of the
HON INDUSTRIES Inc. Profit-Sharing Retirement Plan (without regard to any
limitations imposed on such powers by the Code or ERISA).
(a) Certain Profit-Sharing Retirement Plan Provisions. Except as
otherwise provided herein, the provisions contained in Sections 1.2 (relating to
applicable law), 1.3 (relating to severability), and Article 13 (relating to
Adoption by Affiliated Employers) of the HON INDUSTRIES Inc. Profit-Sharing
Retirement Plan are hereby incorporated herein by reference, and shall be
applicable as if such provisions were set forth herein.
(b) Successors and Assigns. The provisions of this Plan shall bind
and inure to the benefit of each Employer and its successors and assigns, as
well as each Participant and his or her beneficiaries and successors.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
and its corporate seal to be hereunder affixed this day of
HON INDUSTRIES Inc.
HON INDUSTRIES INC.
ERISA SUPPLEMENTAL RETIREMENT PLAN
PARTICIPANT: ____________________ COMPANY: ____________________________
SOC. SEC. #: ____________________ RESIDENT STATE: ____________________________
ELIGIBLE CONTRIBUTION UNCAPPED CAPPED* ESRP
COMPENSATION RATE CONTRIBUTION CONTRIBUTION CONTRIBUTION
------------ ------------ ------------ ------------ ------------
CASH PROFIT-SHARING *(Assumes $75,000
Period 1: June payment (4Q-1Q)
Period 2: Nov. payment (2Q-3Q)
RETIREMENT PROFIT-SHARING: *(Assumes $150,000 cap)
contribution - 401K
MEMBERS STOCK OWNERSHIP *(Assumes $150,000 cap)
Mandatory company contribution
CONVERSION INTO HON IND. COMMON STOCK - GROSS SHARES
(ESRP Contribution Total Benefit amount divided by the average
CLOSING price on HON IND. Common Stock for P/Y 4Q)
TAXABLE COMPENSATION, APPLICABLE PAYROLL TAXES, AND ISSUANCE OF COMMON STOCK
- Taxable Compensation: Gross Shares multiplied by the FMV of HON IND. Common Stock
on date of issuance
- Cash Value of Partial Share: Partial share amount multiplied by the FMV of
HON IND. Common Stock on date of issuance
- Applicable Payroll Taxes:
Default Cash Value of Total Applicable
Tax Table Partial Share Payroll Taxes
--------- ------------- -------------
Federal Income Tax
State Income Tax
- Share Equivalent of Adjusted Tax Amount - Gross Shares ============
(Default Tax Table total divided by the FMV of HON IND. Common Stock on date
Common Stock on date of issuance)
- Tax Adjustment for Cash Value of Partial Share ============
(Partial share of Adjusted Tax Amount multiplied by the FMV of HON IND.
Common Stock on date of issuance)
NET WHOLE SHARES DUE PARTICIPANT
(Gross Whole Shares from Total Benefit Conversion less Gross Whole Shares
from the Adjusted Tax Amount) ============
**Average closing price of HON IND. Common Stock Date_______ Per Share_______
**Fair Market Value (FMV) of HON IND. Common Stock Date_______ Per Share_______