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As Of Filer Filing For·On·As Docs:Size 10/15/13 Allegion plc 10-12B/A 29:12M |
Document/Exhibit Description Pages Size 1: 10-12B/A Amendment to Registration of Securities (General HTML 70K Form) 2: EX-2.1 Form of Separation and Distribution Agreement HTML 311K 3: EX-3.1 Form of Memorandum and Articles of Association of HTML 259K Allegion Plc 4: EX-4.1 Indenture, Dated as of October 4, 2013 HTML 676K 5: EX-4.2 Exchange and Registration Rights Agreement, Dated HTML 185K as of October 4, 2013 6: EX-10.1 Form of Employee Matters Agreement Between HTML 194K Ingersoll-Rand Plc and Allegion Plc 15: EX-10.10 Supplemental Pension Plan HTML 65K 16: EX-10.11 Senior Executive Performance Plan HTML 26K 17: EX-10.12 Spin-Off Protection Plan HTML 106K 18: EX-10.13 Change in Control Severance Plan HTML 112K 19: EX-10.14 David D. Petratis Offer Letter, Dated June 19, HTML 43K 2013 20: EX-10.15 Patrick S. Shannon Offer Letter, Dated April 9, HTML 37K 2013 21: EX-10.17 Barbara A. Santoro Offer Letter, Dated April 9, HTML 37K 2013 22: EX-10.18 Feng (William) Yu Offer Letter, Dated October 4, HTML 31K 2013 23: EX-10.19 Form of Transition Bonus Agreement (U.S.) HTML 54K 7: EX-10.2 Form of Tax Matters Agreement Between HTML 87K Ingersoll-Rand and Allegion Plc 24: EX-10.20 Form of Transition Bonus Agreement (China) HTML 50K 25: EX-10.21 Form of Allegion Plc Deed Poll Indemnity HTML 62K 26: EX-10.22 Form of Allegion Us Holding Company, Inc. Deed HTML 65K Poll Indemnity 27: EX-10.23 Form of Allegion Irish Holding Company Limited HTML 61K Deed Poll Indemnity 8: EX-10.3 Form of Credit Agreement HTML 736K 9: EX-10.4 Form of Guarantee and Collateral Agreement HTML 269K 10: EX-10.5 2013 Incentive Stock Plan HTML 78K 11: EX-10.6 Executive Deferred Compensation Plan HTML 133K 12: EX-10.7 Supplemental Employee Savings Plan HTML 71K 13: EX-10.8 Elected Officer Supplemental Program HTML 98K 14: EX-10.9 Key Management Supplemental Program HTML 90K 28: EX-21.1 List of Subsidiaties of Allegion Plc HTML 29K 29: EX-99.1 Preliminary Information Statement of Allegion Plc HTML 2.21M
10.10 SupplementalPensionPlan |
• | when
the limitation on benefits payable under the Company’s Qualified Pension Plan, as specified in Section 415 of the Code (the “Section 415 Limits”), reduces the benefit otherwise payable under the Qualified Pension Plan; |
• | when the limitation on the amount of compensation that may be taken into account in determining benefits under the Company’s Qualified Pension Plan, as specified in Section 401(a)(17) of the Code (the “Section 401(a)(17) Limit”), reduces the benefit otherwise payable under the Qualified Pension Plan;
and |
• | when the amount of compensation that may be taken into account in determining benefits under the Qualified Pension Plan due to deferrals under the Schlage Lock Company LLC Executive Deferred Compensation Plan (the “Deferral Plan”) further reduces the benefit otherwise payable under the Qualified Pension Plan. |
1.1 | Excess Pension Benefit. An Employee shall be entitled to a benefit under this Supplemental Pension Plan only if his or her benefit determined under the provisions of the Qualified Pension Plan is less than the amount such benefit would have been if (i) the Section 415 Limits did not apply, (ii) the definition of Compensation specified under the Qualified Pension Plan did not exclude compensation in excess of the Section 401(a)(17) Limit, or (iii) the definition of Compensation specified under the Qualified Pension Plan did not exclude compensation deferred under the Deferral Plan. |
where (b) is: | the benefit actually payable as a single life annuity to the Employee under the terms of the Qualified Pension Plan. |
1.2 | Benefit Accrual under Qualified Pension Plan. Except as provided in Section 1.3, an Employee shall be entitled to a benefit
under this Supplemental Pension Plan only with respect to periods of service for which such Employee has accrued a benefit under the Qualified Pension Plan. |
1.3 | Special Rule for Certain Former Employees of the Ingersoll-Rand Group. Notwithstanding Section 1.2, any Former Allegion Group Employee who had a separation from service (as determined under the general rules under Section 409A of the Code) prior to the Effective Date and had not received payment of his benefit(s) under the Predecessor Plan(s) prior to the Effective Date shall be entitled to receive such benefit(s) under this Supplemental Pension Plan. The benefit(s) shall be paid at the time provided for under Section
3.1(a), provided, however, that such Former Allegion Group Employee’s separation from service shall be determined with respect to his separation from service prior to the Effective Date. |
2.1 | Vesting. An Employee shall be vested in the benefit provided under Section 1.1 of this Supplemental Pension Plan in accordance with the vesting provisions of the Qualified Pension Plan. |
(a) | Benefits under this Supplemental Pension Plan that are vested in accordance with Section 2.1 shall be payable solely in the form of a lump sum on the date (the “Payment Date”) that is the later of (1) the first business day of the first calendar year following the date of the Employee’s separation from service (as determined under the general rules under Section 409A of the Code), or (2) the first business day that is six months after the date of such separation from service. |
(b) | The
lump sum amount payable to an Employee under Section 3.1(a), shall be the lump sum value of the single life annuity determined under Section 1.1 hereof as of the Employee’s Determination Date. For purposes of this Section 3.1, the lump sum value shall be determined in the same manner as lump sum distributions are |
3.2 | Payments to Beneficiaries. In the event that an Employee dies prior to the Payment Date, the benefit determined under Sections 1.1 and 3.1 shall be payable to the Employee’s beneficiary(ies) who were designated under the Qualified Pension Plan thirty (30) days after the date of the Employee’s death, or as soon as practicable thereafter. If the Employee has no beneficiaries under the Qualified Pension Plan,
then the Employee’s beneficiary under the Schlage Lock Company LLC Employee Savings Plans (“ESP”) shall be the beneficiary. If the Employee has no beneficiary under the Qualified Pension Plan or the ESP, the Employee’s estate shall be the beneficiary. |
3.3 | Withholding. The Company shall be entitled to withhold from the payment due under this Supplemental Pension Plan any and all taxes of any nature required by any government to be withheld from such payment. |
3.4 | Loans. No
loans to Employees shall be permitted under this Supplemental Pension Plan. |
4.1 | Funding. Except as provided in Section 5.2 hereof, neither the Company nor any affiliate of the Company shall have any obligation to fund the benefit that an Employee earns under the Program. |
4.2 | Company
Obligation. Notwithstanding the provisions of any trust agreement or similar funding vehicle to the contrary, the Company shall remain obligated to pay benefits under the Program. Nothing in the Program or any trust agreement shall relieve the Company of its liabilities to pay benefits under the Program except to the extent that such liabilities are met by the distribution of trust assets. |
5.1 | Change in Control. “Change in Control” shall have the same meaning as such term is defined in the Allegion plc Incentive Stock Plan of 2013 or any successor or replacement plan thereto, unless a different definition is used for purposes of a change in control event in any severance or employment agreement between the Company or any affiliate of the Company and the Employee. |
5.2 | Contributions
to Trust. In the event that a Change in Control has occurred, the Company shall be obligated to contribute to a grantor trust (which may include a pre-existing grantor trust established to enable the Company to satisfy its nonqualified benefit obligations) an amount necessary to fund the accrued benefit earned by the Employee under the Program (assuming immediate benefit commencement) determined as of the last day of the calendar month immediately preceding the date the Board of Directors of Allegion plc (or if Allegion plc is a subsidiary of any other company, of the ultimate parent company) determines that a Change in Control has occurred. Notwithstanding the foregoing, no contribution to which Code Section 409A(b)(3) applies shall be made to the trust with respect to the
benefits owed to any Employee. |
5.3 | Amendments. This Supplemental Pension Plan may not be amended for two years following a Change in Control of Allegion plc. |
6.1 | Amendment and Termination. Except as provided in Section 5.3, this Supplemental Pension Plan may, at any time and from time to time, be amended or terminated,
without consent of any Employee or beneficiary (i) by the Board of Directors of Allegion plc (or if Allegion plc is a subsidiary of any other company, of the ultimate parent company) or the Compensation Committee (as described in Section 6.3), or (ii) in the case of amendments which do not materially modify the provisions hereof, the Company’s Administrative Committee (as described in Section 6.3), provided, however, that no such amendment or termination shall reduce any benefits accrued or vested under the terms of this Supplemental Pension Plan as of the date of termination or amendment. |
6.2 | No Contract
of Employment. The establishment of this Supplemental Pension Plan or any modification thereof shall not give any Employee or other person the right to remain in the service of the Company or any of its affiliates, and all Employees and other persons shall remain subject to discharge to the same extent as if the Supplemental Pension Plan had never been adopted. |
6.3 | Compensation Committee. This Supplemental Pension Plan shall be administered by the Compensation Committee appointed by the Board of Directors of Allegion plc, or any successor committee appointed by the Board of Directors of Allegion plc (or, if |
6.4 | Entire
Agreement; Successors. This Supplemental Pension Plan, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Company and any Employee regarding this Supplemental Pension Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written between the Company and any Employee relating to the subject matter hereof, other than those set forth herein. This Supplemental Pension Plan and any amendment shall be binding on the Company and the Employee and their respective heirs, administrators, trustees, successors,
and assigns, including but not limited to, any successors to the Company by merger, consolidation or otherwise by operation of law, and on all designated beneficiaries of the Employee. |
6.5 | Severability. If any provision of this Supplemental Pension Plan shall to any extent be invalid or unenforceable, the remainder of the Supplemental Pension Plan shall not be affected thereby, and each provision of the Supplemental Pension Plan shall be valid and enforced to the fullest extent permitted by law. |
6.6 | Application
of Plan Provisions. All relevant provisions of the Qualified Pension Plans, to the extent not inconsistent with Section 409A of the Code, shall apply to the extent applicable to the contractual obligations of the Company under this Supplemental Pension Plan. With respect to any Employee, the applicable provisions shall be those of the Qualified Pension Plan in which the Employee participates. Benefits provided under the Supplemental Pension Plan are independent of, and in addition to, any payments made to Employees under any other plan, program, or agreement between the Company and Employees, or any other compensation payable to the Employee by the Company, or by any subsidiary, or affiliate
of the Company. |
6.7 | Governing Laws. Except as preempted by federal law, the laws of the state of Delaware shall govern this Supplemental Pension Plan. |
6.8 | Participant as General Creditor. The Company shall have the
right to establish a reserve or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits at its discretion, provided, however, that no Employee eligible to participate in this Supplemental Pension Plan shall have any interest in such investment |
6.9 | Nonassignability. The right of any Employee or any beneficiary in any benefit hereunder shall not be subject to attachment, garnishment, or other legal process for the debts of such Employee or beneficiary, nor shall any such benefit be subject to anticipation, alienation, sale, pledge, transfer, assignment or encumbrance. |
3. | A description of any additional material or information necessary for you to perfect the claim, and an explanation of why such material or information is necessary; |
4. | A description of the Plan’s claims review procedure and the time limits applicable to such procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA following a the exhaustion of the Plans’ administrative process; |
5. | If
a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the internal rule, guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule, guideline, protocol or other criteria will be provided free of charge upon request; and, |
1. | Not afford deference to the initial adverse benefit determination, |
2. | Provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the appeal, if applicable, |
3. | Be
conducted by someone that did not take part in the adverse determination under appeal and is not a subordinate of someone who did. |
1. | The specific reason or reasons for the denial; |
3. | A statement that the Employee is entitled to receive upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim for benefits; |
4. | If
a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the internal rule guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule, guideline, protocol or other criteria will be provided free of charge upon request; and |
5. | A statement that the Employee shall have a right to bring a civil action under Section 502(a) of ERISA following exhaustion of the Plans’ administrative processes. |
This ‘10-12B/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 10/15/13 | None on these Dates | ||
1/1/10 | ||||
12/31/09 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Allegion plc 10-K 12/31/23 136:31M 2/22/23 Allegion plc 10-K 12/31/22 133:28M 2/15/22 Allegion plc 10-K 12/31/21 137:21M 2/16/21 Allegion plc 10-K 12/31/20 136:17M |