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Title: |
Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 6KB of 53KB total |
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Price: |
$40 |
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ID: |
#344602 |
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AGREEMENT
for
SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS
AS AMENDED AND RESTATED AS OF MARCH 26, 2001
This Agreement is made as of the twenty-sixth day of March 2001, between
Wolverine Tube, Inc. (the "Company") and Dennis Horowitz (the "Executive").
RECITALS
WHEREAS, Company desires to employ and retain the unique experience, ability,
and services of Executive as Company's President and Chief Executive Officer;
and
WHEREAS, Company and the Executive as of June 1, 1999, entered into an agreement
(the "Agreement") to provide a nonqualified retirement benefit to supplement the
retirement income benefit provided to Executive under the Wolverine Tube, Inc.
Retirement Plan as Amended and Restated (the "Retirement Plan"), and the
Wolverine Tube, Inc. Supplemental Benefit Restoration Plan (the "Supplemental
Plan"); and
WHEREAS, the parties reserved the right to amend the Agreement in writing
through action taken by the Board of Directors and the Executive; and
WHEREAS, the parties amended the Agreement on November 16, 1999 to make
clarifying and corrective changes; and
WHEREAS, the Compensation Committee desires to amend the Agreement to revise the
compensation multiplier in the benefit formula and the method for crediting
service in the event of a Change of Control; and
WHEREAS, the terms and conditions of this Agreement as Amended and Restated as
of March 26, 2001 have been duly approved and authorized by the Compensation
Committee of the Company's Board of Directors;
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and of other good and valuable consideration which Company and
Executive have received and accept as sufficient, Company and Executive agree
that the Agreement shall be amended and restated as follows:
1. AGREEMENT TERM
The term of this Agreement begins on June 1, 1999 and continues until
all payments provided for hereunder have been made by the Company. No
termination of this Agreement shall have the effect of reducing benefits accrued
by Executive prior to the date of such termination.
{PAGE} 2
2. DEFINITIONS:
All capitalized terms in this Agreement shall have the meanings
contained in the Retirement Plan, as it shall be amended from time to time,
except that the following terms shall have the meanings indicated:
2.1 ACTUARIAL EQUIVALENT
"Actuarial Equivalent" means a benefit having the same value as the
benefit which it replaces, computed on the bases of the corresponding actuarial
equivalence assumptions in effect under the Retirement Plan.
2.2 ADMINISTRATOR
"Administrator" means the Retirement Committee under the Retirement
Plan, and any successor to the Retirement Committee.
2.3 AFFILIATE
"Affiliate" means --
(a) any corporation while it is a member of the same "controlled
group" of any corporations (within the meaning of Code section
414(b)) as the Company;
(b) any other trade or business (whether or not incorporated)
while it is under "common control" (within the meaning of Code
section 414(c)) with the Company;
(c) any organization during any period in which it (along with the
Company) is a member of an "affiliated service group" (within
the meaning of Code section 414(m)); or
(d) any other entity during any period in which it is required to
be aggregated with the Company under Code section 414(o)).
2.4 AGREEMENT
"Agreement" means this Agreement for Supplemental Executive Retirement
Benefits, which is effective June 1, 1999.
2.5 BENEFICIARY
"Beneficiary" means the individual designated by the Executive to
receive any death benefits payable on the Executive's behalf under the
Retirement Plan.
2
{PAGE} 3
2.6 BENEFIT COMMENCEMENT DATE
"Benefit Commencement Date" means the date on which the Executive's
benefits shall commence under Article IV. The Executive's Benefit Commencement
Date shall be --
(a) the first day of the month coincident with or next following
the later of --
(1) the Executive's Termination of Service; or
(2) the date on which the Executive attains his or her
Earliest Retirement Age; or
(3) the date selected by the Administrator, in its sole
and absolute discretion, for the commencement of
benefit payments under the Supplemental Plan;
provided, however, that this date shall not precede
the Executive's Termination of Service.
2.7 BOARD
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