Exhibit 10.1
ALLIANCE ONE INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated Effective January 1, 2005
Originally Effective January 1, 1997
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
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS
2
1.01.
Accounting Firm
2
1.02.
Administrator
2
1.03.
Affiliate
2
1.04.
Board
2
1.05.
Cash Balance Plan
2
1.06.
Capped Parachute Payments
2
1.07.
Cause
2
1.08.
Change in Control
3
1.09.
Code
3
1.10.
Compensation
3
1.11.
Compensation Committee
3
1.12.
Competes
3
1.13.
Control Change Date
4
1.14.
Corporation
4
1.15.
Credited Compensation
4
1.16.
Employee
4
1.17.
Excess Parachute Payment Amount
4
1.18.
Fiscal Year
4
1.19.
Foreign Social Security Benefit
4
1.20.
Frozen Average Compensation
5
1.21.
Joint and Survivor Annuity
5
1.22.
Net After-Tax Amount
5
1.23.
Nonqualified Offset Plan
5
1.24.
Normal Retirement Allowance
6
1.25.
Normal Retirement Date
6
1.26.
Offset Amount
6
1.27.
Parachute Payment
7
1.28.
Participant
7
1.29.
Pension Equity Plan
7
1.30.
PEP Retirement Allowance
7
1.31.
Plan
7
1.32.
Profit Sharing Account
7
1.33.
Pro Ration Percentage
8
1.34.
Retirement Account
8
1.35.
Retirement, Retire, Retired or Retires
8
1.36.
Separation from Service
8
1.37.
Spouse or Surviving Spouse
8
1.38.
Years of Service
8
ARTICLE 2 PARTICIPATION
9
ARTICLE 3 RETIREMENT ALLOWANCES
9
3.01.
Normal Retirement Allowance
9
3.02.
Pre-Retirement Death Benefit
10
3.03.
Delay of Payments
11
3.04.
Certain Retired Participants as of April 1, 2007
11
i
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
ARTICLE 4 VESTING
12
4.01.
Normal Vesting
12
4.02.
Change in Control
12
4.03.
Transition Rules
12
4.04.
Forfeiture Events
12
ARTICLE 5 ADMINISTRATION OF THE PLAN
13
5.01.
Generally
13
5.02.
Delegation
13
5.03.
Costs
14
5.04.
Reliance
14
5.05.
Indemnification
14
5.06.
Cooperation
14
ARTICLE 6 CLAIM AND APPEAL PROCEDURES
14
6.01.
Filing of a Claim for Benefits
14
6.02.
Notification to Claimant of Decision
15
6.03.
Procedure for Appeal and Review
15
6.04.
Decision on Review
15
6.05.
Action by Authorized Representative of Claimant
16
6.06.
Exhaustion of Administrative Remedies and Deadline for Filing Suit
16
ARTICLE 7 TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
16
7.01.
Reservation of Rights
16
7.02.
Limitation on Actions
16
ARTICLE 8 MISCELLANEOUS
17
8.01.
Limitation on Benefits
17
8.02.
Unfunded Plan
18
8.03.
Other Benefits and Agreements
18
8.04.
Restrictions on Transfer of Benefits
18
8.05.
No Guarantee of Employment
19
8.06.
Facility of Payments
19
8.07.
"Top Hat" Pension Benefit Plan
19
8.08.
Receipt and Release
19
8.09.
Setoff
19
8.10.
Reliance on Data
20
8.11.
Withholding and Reporting
20
8.12.
Deferred Compensation
20
8.13.
No Tax Representation
20
8.14.
Successors
20
8.15.
Construction
20
8.16.
Severability
21
8.17.
Governing Law
21
ARTICLE 9 Adoption and execution
21
ii
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
ALLIANCE ONE INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
INTRODUCTION
Alliance One International, Inc. (the "Corporation") maintains the Alliance One International, Inc. Supplemental Executive Retirement Plan (the "Plan") to provide unfunded supplemental retirement benefit to a select group of management and highly compensated employees as such terms are used in sections 201, 301, and 501 of the Employee Retirement Income Security Act of 1974. The Plan was originally effective January 1, 1997. The Corporation previously amended the Plan on or about August 25, 2004 and March 11, 2005.
Except as otherwise specifically provided, the provisions of the Plan as amended and restated herein are generally effective as of January 1, 2005, and are intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the Internal Revenue Code of 1986, as amended.
Participation in the Plan is frozen effective March 31, 2007. In addition, no Participant shall accrue additional benefits under this Plan on account of Compensation paid after March 31, 2007.
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
ARTICLE 1
DEFINITIONS
1.01. Accounting Firm
Accounting Firm means the accounting firm, consulting firm or other qualified service provider designated by the Corporation.
1.02. Administrator
Administrator means an administrative committee composed of the Corporation92s Senior Vice President 96 Human Resources and Vice President 96 Compensation and Benefits, provided that no member of such committee shall take part in any discretionary administrative decision with respect to such member92s benefits (if any) under the Plan. The Administrator shall be the named fiduciary with respect to this Plan. Notwithstanding the foregoing, the Compensation Committee in its discretion may remove or replace any member of the administrative committee, or name a different committee or an individual to serve as Administrator hereunder.
1.03. Affiliate
Affiliate means any related person or entity that along with the Corporation would be considered a single employer under Code Section 414(b) or (c). A person or entity shall be considered an Affiliate only during the time it would be considered a single employer with the Corporation under such provisions.
1.04. Board
Board means the Board of Directors of the Corporation.
1.05. Cash Balance Plan
Cash Balance Plan means the Alliance One International, Inc. Pension Plan (formerly known as the DIMON Incorporated Cash Balance Plan), and any successor thereto.
1.06. Capped Parachute Payments
Capped Parachute Payments means the largest amount of Parachute Payments that may be paid to the Participant without liability under Code Section 4999.
1.07. Cause
A Participant92s termination of employment will be deemed to have been "for Cause" hereunder if the Administrator determines that the Participant92s employment was terminated in whole or in part by reason of (i) one or more violations of the Corporation92s Code of Conduct (as in effect from time to time) or (ii) one or more violations of law (other than misdemeanor traffic violations) that injure or damage the business reputation or prospects of the Corporation or an Affiliate.
2
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
1.08. Change in Control
Effective on and after April 1, 2007, Change in Control means that (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing more than 30% of the aggregate voting power of all classes of the Corporation92s voting securities on a fully diluted basis, after giving effect to the conversion of all outstanding warrants, options and other securities of the Corporation convertible into or exercisable for voting securities of the Corporation (whether or not such securities are then exercisable); (ii) the shareholders of the Corporation approve (A) a plan of merger, consolidation or share exchange between the Corporation and an entity other than a direct or indirect wholly-owned subsidiary of the Corporation or (B) a proposal with respect to the sale, lease, exchange or other disposal of all, or substantially all, of the Corporation92s property; or (iii) during any period of two consecutive years (which period may be deemed to begin prior to the date of this agreement), individuals who at the beginning of such period constituted the Board, together with any new members of the Board whose election by the Board or whose nomination for election by the shareholders of the Corporation was approved by a majority of the members of the Board then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board.
1.09. Code
Code means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect at the relevant time.
1.10. Compensation
Compensation means the taxable earnings for services rendered as an Employee and paid in cash by the Corporation and its Affiliates to the Participant, plus amounts deferred or contributed under Code Sections 401(k), 125, 129 or 132(f)(4) pursuant to the Participant92s salary reduction agreement, but excluding commissions, extra pay for temporary foreign service, amounts paid as special incentive bonuses under incentive programs established in connection with the merger of Standard Commercial Corporation and DIMON Incorporated, and severance or similar benefits paid by the Corporation or any Affiliate on account of termination of employment. Compensation shall not include any amount paid or payable after March 31, 2007.
1.11. Compensation Committee
Compensation Committee means the Executive Compensation Committee of the Board (or such other committee of the Board appointed by the Board to administer the Plan).
1.12. Competes
Competes means that the Participant, either directly or indirectly, either as principal, agent, employee, employer, owner, stockholder (owning more than 5% of the value of a corporation92s outstanding stock), partner, contractor, consultant or in any other individual or representative capacity, engages in the business of a tobacco dealer, importer or exporter or any
3
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
other business in which the Corporation or an Affiliate is engaged at such time. If any provision of the preceding sentence or Section 4.04 is ever deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Corporation and Participant (by virtue of his participation in the Plan), agree that such provisions must be and are reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and expressly authorize a court having jurisdiction to reform the provisions to the maximum time, geographic area and activity limitations permitted by applicable law.
1.13. Control Change Date
Control Change Date means the date on or after April 1, 2007, on which all of the events necessary for a Change in Control have occurred.
1.14. Corporation
Corporation means Alliance One International, Inc. and any successor corporation.
1.15. Credited Compensation
(a)
If the Participant dies or Retires prior to April 1, 2007, Credited Compensation means fifty percent (50%) of the average of the Compensation paid to the Employee with respect to periods of employment with the Corporation or an Affiliate during the three Fiscal Years occurring during the last ten Fiscal Years that the Participant was employed by the Corporation that yields the highest number.
(b)
If the Participant dies or Retires on or after April 1, 2007, Credited Compensation means fifty percent (50%) of the Participant92s Frozen Average Compensation.
1.16. Employee
Employee means a person who is an employee of the Corporation or an Affiliate.
1.17. Excess Parachute Payment Amount
Excess Parachute Payment Amount means the excess of the total amount of Parachute Payments over the amount of Capped Parachute Payments.
1.18. Fiscal Year
Fiscal Year means the Corporation92s taxable year for Federal income tax purposes.
1.19. Foreign Social Security Benefit
Foreign Social Security Benefit means the excess, if any of (a) the benefit payable to a Participant at normal retirement age under a retirement program maintained or established by a foreign government over (b) the benefit that would have been payable to the Participant at normal retirement age under the United States Social Security program had the Participant been covered by such program.
4
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
1.20. Frozen Average Compensation
Frozen Average Compensation means the average of the Compensation paid to the Participant with respect to periods of employment with the Corporation or an Affiliate during the three Fiscal Years occurring during the last ten Fiscal Years immediately preceding April 1, 2007 that the Participant was employed by the Corporation that yields the highest such average.
1.21. Joint and Survivor Annuity
Joint and Survivor Annuity means an annuity benefit under which equal monthly installments are payable to the Participant during his lifetime and under which, upon the earlier death of the Participant, monthly installments are payable to the Surviving Spouse during her lifetime in an amount equal to 50% of the Participant92s monthly payment.
1.22. Net After-Tax Amount
Net After-Tax Amount means the amount of any Parachute Payments or Capped Parachute Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant as in effect on the date of the first payment under this Plan after a Control Change Date. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on ...
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.