{"id":40693,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-retirement-income-agreement-fleming-companies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-retirement-income-agreement-fleming-companies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-retirement-income-agreement-fleming-companies-inc.html","title":{"rendered":"Supplemental Retirement Income Agreement &#8211; Fleming Companies Inc. and Robert E. Stauth"},"content":{"rendered":"<pre>AMENDED AND RESTATED\nSUPPLEMENTAL RETIREMENT INCOME AGREEMENT\n\nFOR\n\nROBERT E. STAUTH\n\nAMENDED AND RESTATED\nAGREEMENT FOR SUPPLEMENTAL RETIREMENT INCOME\n\n\n  THIS AMENDED AND RESTATED AGREEMENT FOR SUPPLEMENTAL RETIREMENT INCOME (the\n'Agreement') is made as of this 24th day of February, 1997 by and between ROBERT\nE. STAUTH, an individual (the 'Participant') and FLEMING COMPANIES, INC. (the\n'Company') with respect to the following:\n\n  WHEREAS, the Company and the Participant are parties to that certain Agreement\nfor Supplemental Retirement Income (the 'Old Agreement') which Agreement was\nadopted pursuant to the Supplemental Retirement Income Plan of Fleming\nCompanies, Inc. and Its Subsidiaries; and\n\n  WHEREAS, the Board of Directors of the Company has adopted the Amended and\nRestated Supplemental Plan effective January 1, 1995 (the 'Supplemental Plan');\nand\n\n  WHEREAS, the Company and the Participant desire to terminate the Old Agreement\nand replace it with this Agreement.\n\n  NOW, THEREFORE, in consideration of mutual covenants hereinafter contained,\nthe parties hereto agree as follows.  All capitalized words used in this\nAgreement shall have the same meaning as such terms are used in the Supplemental\nPlan unless specifically denoted otherwise.\n\n1.  Purpose of Supplemental Plan.  The purpose of the Supplemental Plan and this\nAgreement is to provide to you, the Participant, the opportunity to earn a\nSupplemental Income as provided in this Agreement in order to retain you, as a\nkey management associate, with the Company.  Payment of the Supplemental Normal\nRetirement Income shall be made to you in consideration of future services\nrendered by you and shall be paid to you or your Beneficiary as hereinafter\nprovided.\n\n2.  Maximum Amount of Target Benefit.  The maximum amount of Target Benefit to\nwhich you will be entitled at your Normal Retirement Date will be seventy-seven\npercent (77%) of your Annual Final Compensation.  This is your Target Benefit.\nThis assumes that you will earn thirty-seven years (37) Years of Credited\nService as of your Normal Retirement Date.\n\n3.  Calculation and Manner of Payment of Supplemental  Normal Retirement Income.\n\n(a)  General.  You, as a Participant, are also a participant in the Qualified\nRetirement Plan sponsored by the Company.  Further, you have also earned a\nbenefit in the form of a Basic Retirement Income pursuant to the terms of the\nQualified Retirement Plan as of the Effective Date or a date subsequent thereto.\nYour Supplemental Normal Retirement Income will equal the difference between the\napplicable Target Benefit selected for you by the Committee and the Offset\nAmounts otherwise payable to you as of your applicable Retirement Date,\nconsisting of the following:\n\n(1) the amount payable to you under Fleming's Qualified Retirement Plan; and\n\n(2) Social Security amount payable to you and your spouse.\n\n\n\n(b) Manner of Payment of Supplemental Normal Retirement Income.  The\nSupplemental Normal Retirement Income will be paid to you and your Beneficiary,\nif applicable, in the manner elected by you below: (Check One Box Only)\n\nMethods of Payment\n\n1. [ ] Life of Participant Only\n\n2. [ ] 50% Joint Annuitant Survivor Benefit\n\n3. [ ] 75% Joint Annuitant Survivor Benefit\n\n4. [ ] 100% Joint Annuitant Survivor Benefit\n\n5. [ ] 5 Year Period Certain\n\n6. [X] 10 Year Period Certain\n\n7. [ ] 15 Year Period Certain\n\nThe actual amounts payable at retirement or death will depend upon your age\nand\/or your Beneficiary.  Refer to Exhibit 'A' for a complete description of the\nMethods of Payment.\n\n(c) Calculation.  Exhibit 'B' hereto contains an example calculation of\nSupplemental Normal Retirement Income assuming a retirement at age 65 and\nExhibit 'C' hereto contains an example calculation of Supplemental Early\nRetirement Income assuming retirement at age 55.\n\n4.  Commencement of Supplemental Retirement Income. Subject to the provisions of\nSection 9.2 of the Supplemental Plan, based upon the manner of payment elected\nby you for payment of your Supplemental Normal Retirement Income, payments shall\nactually commence as of your Early Retirement Date (only with the consent of the\nCommittee), Normal Retirement Date, Disability Retirement Date, Postponed\nRetirement Date, or date of death, as the case may be, and shall be payable\nmonthly to you or your Beneficiary, as the case may be, until payments cease as\nprovided hereafter.\n\n5.  Amendment or Termination.  This Agreement may be amended or terminated only\nwith the consent of the Company and you, the Participant.\n\n6.  Expenses.  The expenses of administering this Agreement shall be borne by\nthe Company and shall not be charged against your Supplemental Normal Retirement\nIncome.\n\n7. Applicable Law.  The provisions of this Agreement shall be construed,\nadministered and enforced according to the laws of the State of Oklahoma.\n\n8.  No Trust.  No action under this Agreement by the Company or its Board of\nDirectors shall be construed as creating a trust, escrow or other secured or\nsegregated fund, in favor of you or your Beneficiary, or any other person\notherwise entitled to your Supplemental Normal Retirement Income and accruals\nthereon.  The status of you and your Beneficiary with respect to any liabilities\nassumed by the Company hereunder shall be solely those of unsecured creditors of\nthe Company.  Any asset acquired or held by the Company in connection with\nliabilities assumed by it hereunder, shall not be deemed to be held under any\ntrust, escrow or other secured or segregated fund for the benefit of the you or\nyour Beneficiary or to be security for the performance of the obligations of the\nCompany, but shall be, and remain a general,\n\n                                     -2-\n\n\nunpledged, unrestricted asset of the Company at all times subject to the\nclaims of general creditors of the Company.\n\n9.  No Assignability.  Neither you, your Beneficiary, nor any other person shall\nacquire any right to or interest in any Supplemental Normal Retirement Income\nand accruals thereon, otherwise than by actual payment in accordance with the\nprovisions of this Agreement, or have any power to transfer, assign, anticipate,\npledge, mortgage or otherwise encumber, alienate or transfer any rights\nhereunder in advance of any of the payments to be made pursuant to the Agreement\nor any portion thereof which is expressly declared to be nonassignable and\nnontransferable.  No right or benefit hereunder shall in any manner be liable\nfor or subject to the debts, contracts, liabilities, or torts of the person\nentitled to such benefit.  If you or your Beneficiary should become bankrupt or\nattempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any\nright to a benefit hereunder or under the Supplemental Plan, then such right or\nbenefit shall, in the discretion of the Committee, cease and terminate, and, in\nsuch event, the Committee may hold or apply the same or any part thereof for the\nbenefit of you and your Beneficiary, in such manner and in such portion as the\nCommittee, in its sole and absolute discretion, may deem proper.\n\n10.  Agreement Does Not Guarantee Continued Employment of  Participant.  The\nexecution of this Agreement by the Company and you, as the Participant, in no\nway whatsoever guarantees the continuation of employment of you with the\nCompany.  Further, notwithstanding any provision contained in this Agreement or\nthe Supplemental Plan which may imply or specify to the contrary, except as\nprovided in the Supplemental Plan, your right to receive a Supplemental Normal\nRetirement Income (or any other benefit) under this Agreement or the\nSupplemental Plan shall at all times be forfeitable prior to the specific date\nthat you first satisfy the requirements for actually retiring on your applicable\nRetirement Date or as of the date of your death, as the case may be.\nAccordingly, in the event of termination of employment of Participant prior to\nsuch applicable date (except as specifically provided in the Supplemental Plan)\nneither you nor your Beneficiary, or any other person shall be entitled to any\nbenefit pursuant to the terms of this Agreement or the Supplemental Plan.\n\n11.  Withholding.  The Company and the Participant shall comply with all federal\nand state laws and regulations respecting the withholding, deposit and payment\nof any income, employment or other taxes relating to any payments or rights to\npayments under this Agreement.\n\n12.  Designation of Beneficiary.\n\n(a) You, as the Participant, hereby designate the following individual as your\nBeneficiary to receive any Supplemental Death Benefit (including any benefit to\nbe paid to such Beneficiary as the surviving 'joint annuitant' pursuant to\nSection 3(b) hereof) payable to you under this Agreement or the Supplemental\nPlan in the event of your death:\n\n\nName                    Address                    Relationship\n\nCarol E. Stauth      12501 Bocage Drive                Wife\n                     Oklahoma City, OK\n\n\n(b) You understand that during your lifetime, you may at any time change the\nBeneficiary designated herein by delivering to the Committee a new designation\nof a Beneficiary.\n\n                                     -3-\n\n\n13.  Relationship Between Agreement and Supplemental Plan.  This Agreement has\nbeen entered into by and between Company and Participant in accordance with and\npursuant to authority granted to the Committee pursuant to the terms and\nprovisions of the Supplemental Plan.  In the event that there develops a\nconflict between this Agreement and the terms and provisions of the Supplemental\nPlan, the terms and provisions of the Supplemental Plan, as interpreted by the\nCommittee in its sole discretion, shall control and be final and conclusive.\n\n14.  Limitation on Payment of Benefits.  The payment of the Supplemental Normal\nRetirement Income as provided in this Agreement shall accrue and be payable to\nyou or your Beneficiary, as the case may be, only at such times and upon the\noccurrence of such conditions as heretofore described.  In no event whatsoever\nshall you or your Beneficiary have any right, claim, or interest of any kind\nwhatsoever in any future payments of such Supplemental Normal Retirement Income\nand such payments shall accrue and be payable only on a monthly basis as\nprovided hereinabove.  In no event may you or your Beneficiary be entitled to\nreceive a lump sum payment or other sum approximating the right to receive any\nfuture payments of Supplemental Normal Retirement Income hereunder.\n\n15.  Termination of Old Agreement.  Effective as of the date of the execution\nand delivery of this Agreement, the Old Agreement shall be terminated and of no\nfurther force and effect.\n\n16.  Effective Date.  This Agreement shall be effective from and after the day\nand year first above written.\n\n  DATED the day and year first above written.\n\nFLEMING COMPANIES, INC., an Oklahoma corporation\n\nBy \/s\/ Larry A. Wagner\n       Larry A. Wagner\n       Senior Vice President-\n       Human Resources\n\n   'COMPANY'\n\n\n   \/s\/ Robert E. Stauth\n       Robert E. Stauth\n\n   'PARTICIPANT'\n\n                                     -4-\n\n\nEXHIBIT 'A'\n\nDescription of Methods of Payment\n\nMETHOD 1 - Life of              A Supplemental Normal Retirement Income will\nParticipant Only:               be paid for your life only.  Upon your death,\n                                all payments of Supplemental Normal Retirement\n                                Income shall cease.\n\nMETHOD 2 - 50%                  A reduced amount of Supplemental Normal\nJoint Annuitant                 Retirement Income will be paid to you for your\nSurvivor Benefit:               life, then, at your death 50% of such amount\n                                shall be paid to your surviving Beneficiary.\n                                In the event that your surviving Beneficiary\n                                has predeceased you, or should otherwise die\n                                after your death, then no further payments\n                                will be paid under Method 2 or this Agreement.\n\nMETHOD 3 - 75%                  A reduced amount of Supplemental Normal\nJoint Annuitant                 Retirement Income will be paid to you for your\nSurvivor Benefit:               life, then, at your death 75% of such amount\n                                shall be paid to your surviving Beneficiary.\n                                In the event that your surviving Beneficiary\n                                has predeceased you, or should otherwise die\n                                after your death, then no further payments\n                                will be due under Method 3 or this Agreement.\n\nMETHOD 4 - 100%                 A reduced amount of Supplemental Normal\nJoint Annuitant                 Retirement Income will be paid to you for your\nSurvivor Benefit:               life, then, at your death 100% of such amount\n                                shall be paid to your surviving Beneficiary.\n                                In the event that your surviving Beneficiary\n                                has predeceased you, or should otherwise die\n                                after your death, then no further payments\n                                will be due under Method 4 or this Agreement.\n\nMETHOD 5 - 5 Year               A reduced amount of Supplemental Normal\nPeriod Certain:                 Retirement Income will be paid for a period of\n                                5 years certain.  After the expiration of such\n                                5 year period, payments shall then continue\n                                for your life in the same amount.  In the\n                                event of your death during the 5 year period\n                                certain, then, the balance of such payments\n                                due only during such 5 year period will be\n                                paid to your surviving Beneficiary.  After the\n                                expiration of such 5 year period, then all\n                                payments shall cease.  In the event of the\n                                expiration of such 5 year period, and you die,\n                                then, no further benefits will be paid under\n                                METHOD 5 or this Agreement.\n\n                                     -1-\n\n\n\nMETHOD 6 - 10 Year              A reduced amount of Supplemental Normal\nPeriod Certain:                 Retirement Income shall be paid for a period\n                                of 10 years certain.  After the expiration of\n                                such 10 year period, payments shall then\n                                continue for your life in the same amount.  In\n                                the event of your death during the 10 year\n                                period certain, then, the balance of such\n                                payments due only during such 10 year period\n                                will be paid to your surviving Beneficiary.\n                                After the expiration of such 10 year period,\n                                then all payments shall cease.  In the event\n                                of the expiration of such 10 year period, and\n                                you die, then, no further benefits will be\n                                paid under METHOD 6 or this Agreement.\n\nMETHOD 7 - 15 Year              A reduced amount of Supplemental Normal\nPeriod Certain:                 Retirement Income shall be paid for a period\n                                of 15 years certain.  After the expiration of\n                                such 15 year period, payments shall then\n                                continue for your life in the same amount.  In\n                                the event of your death during the 15 year\n                                period certain, then, the balance of such\n                                payments due only during such 15 year period\n                                will be paid to your surviving Beneficiary.\n                                After the expiration of such 15 year period,\n                                then all payments shall cease.  In the event\n                                of the expiration of such 15 year period, and\n                                you die, then, no further benefits will be\n                                paid under METHOD 7 or this Agreement. \n\n                                     -2-\n\n\nEXHIBIT 'B'\n\n\nEXAMPLE OF CALCULATION OF SUPPLEMENTAL NORMAL\nRETIREMENT INCOME ASSUMING RETIREMENT AT AGE 65\n\n\n<font size=\"2\">Assumptions:\n\n- Final Average Earnings = $200,000\n- Category I Participant\n- 28 Years Service\n- Retire at 65\n- Estimated SSA          =   13,610\n- Spousal SSA            =    6,805\n- 'B' Account            =  120,000\n- Annual Pension         = $ 53,582\n\n\nCalculations:\n\nFinal Average Earnings     $200,000\nSERP Target                 x   .68\n\n                           $136,000\nLess 'B' Acct. Equivalent  - 14,748\nLess Pension               - 53,582\nLess Age 65 Primary SSA    - 13,610\nLess Spousal SSA           -  6,805\n\nAnnual Life Only SERP      $ 47,255\n\n                                     -3-\n\n\n<\/font>EXHIBIT 'C'\n\n\nEXAMPLE OF CALCULATION OF SUPPLEMENTAL EARLY\nRETIREMENT INCOME ASSUMING RETIREMENT AT AGE 55\n\n<font size=\"2\">Assumptions:\n\n- Final Average Earnings  =  $200,000\n- Category I Participant\n- 28 Years Service\n- Retire at 55\n- Estimated SSA           =    13,610\n- Spousal SSA             =     6,805\n- 'B' Account             =   120,000\n- Annual Pension          =  $ 24,899\n\n\nCalculations:\n\nFinal Average Earnings          $200,000\nSERP Target                      x   .68\n\n<\/font>                                $136,000\nLess 42% Early Retire. Reduct.-   57,120\n\n                                  78,880\n<font size=\"2\">Less 'B' Acct. Equivalent     -   12,024\nLess Pension                  -   24,899\nLess Age 65 Primary SSA       -   13,610\nLess Spousal SSA              -    6,805\n\nAnnual Life Only SERP           $ 21,542\n\n                                     -4-\n\n<\/font><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7547],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-40693","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleming-companies-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40693","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40693"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40693"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40693"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40693"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}