Hawker Beechcraft Corporation Amended And Restated Excess Pension Plan

Exhibit 10.1


HAWKER BEECHCRAFT

CORPORATION AMENDED AND

RESTATED EXCESS PENSION

PLAN


HAWKER BEECHCRAFT CORPORATION AMENDED

AND RESTATED EXCESS PENSION PLAN

Table of Contents Page

ARTICLE I PURPOSE 1

Section 1.01. Purpose 1

ARTICLE II DEFINITIONS 1

Section 2.01. Affiliated Company(ies) 1

Section 2.02. Beneficiary(ies) 2

Section 2.03. Board of Directors 2

Section 2.04. Code 2

Section 2.05. Company 2

Section 2.06. Effective Date 2

Section 2.07. Employee 2

Section 2.08. Employer 2

Section 2.09. ERISA 2

Section 2.10. Participant 2

Section 2.11. Plan 2

Section 2.12. Plan Administrator 2

Section 2.13. Plan Year 2

Section 2.14. Qualified Retirement Plan 2

Section 2.15. Separation from Service 3

Section 2.16. Sole Discretion 3

Section 2.17. Specified Employee 3

Section 2.18. Termination for Cause 3

Section 2.19. Vested 3

ARTICLE III ELIGIBILITY 3

Section 3.01. Eligibility 3

ARTICLE IV BENEFITS 4

Section 4.01. Benefits 4

Section 4.02. Payment 4

Section 4.03. Beneficiary 5

ARTICLE V CONDITIONS PRECEDENT 5

Section 5.01. Conditions Precedent 5


-i-

ARTICLE VI SOURCE OF BENEFITS 5

Section 6.01. Source of Benefits 5

Section 6.02. Multiple Employers 6

ARTICLE VII ADMINISTRATION 6

Section 7.01. Plan Administrator 6

Section 7.02. Reliance on Certificates, etc. 6

ARTICLE VIII AMENDMENT AND TERMINATION 6

Section 8.01. Amendment 6

Section 8.02. Termination 7

ARTICLE IX RESTRICTIONS ON ALIENATION 7

Section 9.01. Restrictions on Alienation 7

ARTICLE X CLAIMS PROCEDURES 7

Section 10.01. Claims Procedures 7

Section 10.02. Litigation of Claim 8

ARTICLE XI MISCELLANEOUS 9

Section 11.01. Effective Date 9

Section 11.02. No Guarantee of Interests 9

Section 11.03. Payments Net of Withholding 9

Section 11.04. Binding on Successors 9

Section 11.05. Adoption by Other Employers 9

Section 11.06. Minors and Incompetents 9

Section 11.07. Erroneous Payments 9

Section 11.08. Headings 9

Section 11.09. Notices 10

Section 11.10. Severability 10

Section 11.11. No Contract of Employment 10

Section 11.12. Certain Limitations 10

Section 11.13. Governing Law 10

Section 11.14. Nonexclusivity of the Plan 10

Section 11.15. No Acceleration 10

Section 11.16. FICA Tax Liability 10


-ii-

HAWKER BEECHCRAFT CORPORATION AMENDED

AND RESTATED EXCESS PENSION PLAN

W I T N E S S E T H : That;

WHEREAS, the Employer provides specified unfunded deferred compensation benefits to eligible individuals pursuant to the Hawker Beechcraft Corporation Excess Pension Plan (the " Plan" ), which Plan has been effective since March 26, 2007; and WHEREAS, it has become desirable to adopt a new plan document for the Plan; and WHEREAS, the Board of Directors of the Company has reviewed the terms and provisions hereof and found them satisfactory. NOW, THEREFORE, effective as of the Effective Date, the Company hereby adopts this plan document. From and after the Effective Date, the Plan will be known as the " Hawker Beechcraft Corporation Amended and Restated Excess Pension Plan." The terms of this plan document will apply to any individual first becoming eligible for benefits under the Plan on or after the Effective Date.

ARTICLE I PURPOSE

Section 1.01. Purpose . The purpose of the Plan is to provide specified unfunded deferred compensation benefits for individuals who are eligible to participate in the Plan. It is the intention of the Company that this Plan be administered as an unfunded plan of deferred compensation for income-tax purposes and as an unfunded employee benefit plan established and maintained primarily for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

ARTICLE II DEFINITIONS For purposes of this Plan, the following phrases or terms will have the following meanings, unless otherwise clearly apparent from the context.

Section 2.01. Affiliated Company(ies) means each entity that has a relationship to the Employer as described by Section 414(b), (c), or (m) of the Code.

For purposes of determining whether a Participant has incurred a Separation from Service, the foregoing provisions of Code Sections 414(b) and 414(c) will be applied by substituting the phrase " more than 50%" for the phrase " at least 80%" in each place it appears in Code Section 1563(a)(1), (2), and (3) and in each place it appears in Treasury Regulation Section 1.414(c)-2.


-1-

Section 2.02. Beneficiary(ies) means the person(s) or entity(ies) entitled to receive any benefits under this Plan pursuant to the designation of a Participant (or in default of such designation), as provided in Section 4.03 hereof.

Section 2.03. Board of Directors means the board of directors of the Company.

Section 2.04. Code means the Internal Revenue Code of 1986, as amended.

Section 2.05. Company means Hawker Beechcraft Corporation, or its successor.

Section 2.06. Effective Date means January 1, 2009. Section 2.07. Employee means an individual who is employed and compensated (by (i) a payroll check issued directly from the Employer or Employer agent to the individual, (ii) direct payroll deposit made to the individual' s account by the Employer or Employer agent, or (iii) other similar means of direct payment by the Employer or Employer agent, such as electronic pay card or debit card) by the Employer. In no event will the term " Employee" include any individual classified, treated, or otherwise characterized by the Employer as an independent contractor, consultant, leased employee, temporary agency employee, or otherwise not treated by the Employer as an " Employee" for purposes of this Plan.

Section 2.08. Employer means the Company and any Affiliated Company that adopts this Plan.

Section 2.09. ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.10. Participant means an individual who is eligible to participate in this Plan in accordance with Section 3.01 hereof. Where the context requires, the term " Participant" also will include a former Participant.

Section 2.11. Plan means this Hawker Beechcraft Corporation Amended and Restated Excess Pension Plan, as amended.

Section 2.12. Plan Administrator means the Company or the person(s) designated by the Company to administer this Plan. The Plan Administrator may be a committee of two or more individuals. If a committee is appointed, it will operate under such rules and procedures as the Board of Directors may designate or approve from time to time.

Section 2.13. Plan Year means the 12-month period commencing January 1 each year.

Section 2.14. Qualified Retirement Plan means the Hawker Beechcraft Corporation Retirement Income Plan for Salaried Employees, as amended, and any successor to such plan.


-2-

Section 2.15. Separation from Service means the Participant' s termination of employment with the Employer and all Affiliated Companies. The term includes, but is not limited to, terminations of employment which arise from the Participant' s death, disability, retirement, discharge (with or without cause), or voluntary termination. The term does not include any temporary absences due to vacation, sickness, or other leaves of absence granted to the Participant by the Employer. A Separation from Service will not be deemed to occur upon a transfer involving any combination of the Employer and any Affiliated Company. The Plan Administrator will determine, in its Sole Discretion, whether and under what circumstances the Participant has incurred a Separation from Service. Section 2.16. Sole Discretion means the right and power to decide a matter, which right may be exercised arbitrarily at any time and from time to time.

Section 2.17. Specified Employee means, at any time any stock of a corporation is publicly traded on an established securities market or otherwise, each individual who is either (i) an officer of the corporation having annual compensation greater than $130,000 (as adjusted for cost-of-living increases in accordance with Code Section 416(i)(1)(A) and Code Section 415(d)), (ii) a 5% owner of the corporation, or (iii) a 1% owner of the corporation having annual compensation from the corporation of more than $150,000. For purposes of determining an individual' s percentage ownership in the corporation, the constructive-ownership rules described in Code Section 416(i)(1)(B) will apply.

The determination of whether an individual is a Specified Employee will be made by the Plan Administrator in accordance with regulations issued under Code Section 409A and other available guidance. Section 2.18. Termination for Cause means, with respect to a Participant, a Separation from Service involving (i) breach of fiduciary duty with respect to the Employer; (ii) material breach of any provision of an employment contract; (iii) the commission of a felony crime or crime involving moral turpitude; (iv) theft, fraud, misappropriation, or embezzlement (or suspicion of the same); (v) willful violation of any federal, state, or local law (except traffic violations and other similar matters not involving moral turpitude); or (vi) refusal to obey any direction of the Participant' s supervisor or the governing body of the Employer. The Plan Administrator will determine, in its Sole Discretion, whether, for purposes of the Plan, a Participant has incurred a Separation from Service that is a Termination for Cause. Section 2.19. Vested means, with respect to a Participant, that the Participant has a nonforefeitable right to the Participant' s accrued benefit under the Qualified Retirement Plan.

ARTICLE III ELIGIBILITY Section 3.01. Eligibility . Any Employee who is a participant in the Qualified Retirement Plan and whose benefit under the Qualified Retirement Plan is limited by Code Section 401(a)(17) and/or Code Section 415 will become a Participant in this Plan.


-3-

ARTICLE IV BENEFITS Section 4.01. Benefits . ...