SEC Info - Graybar Electric Co Inc - ‘10-K’ for 12/31/18

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Graybar Electric Co Inc – ‘10-K’ for 12/31/18 – ‘EX-10.3’

On: Wednesday, 3/13/19, at 11:16am ET · For: 12/31/18 · Accession #: 205402-19-6 · File #: 0-00255

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/13/19  Graybar Electric Co Inc           10-K       12/31/18   82:9.3M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    706K 
 2: EX-10.3     Material Contract                                   HTML     38K 
 3: EX-21       Subsidiaries List                                   HTML     21K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
14: R1          Document and Entity Information Document            HTML     49K 
15: R2          Consolidated Statements of Income                   HTML     60K 
16: R3          Consolidated Statements of Income Parenthetical     HTML     24K 
17: R4          Consolidated Statements of Comprehensive Income     HTML     45K 
18: R5          Consolidated Statements of Comprehensive Income     HTML     25K 
                Parenthetical                                                    
19: R6          Consolidated Balance Sheets                         HTML    124K 
20: R7          Consolidated Balance Sheets Parenthetical           HTML     41K 
21: R8          Consolidated Statements of Cash Flows               HTML    117K 
22: R9          Consolidated Statements of Changes in               HTML     54K 
                Shareholders? Equity                                             
23: R10         Description of the Business                         HTML     25K 
24: R11         Accounting Policies                                 HTML     74K 
25: R12         Revenue                                             HTML     57K 
26: R13         Cash Discounts And Doubtful Accounts                HTML     63K 
27: R14         Inventory                                           HTML     28K 
28: R15         Property and Depreciation                           HTML     36K 
29: R16         Goodwill and Intangible Assets                      HTML     65K 
30: R17         Income Taxes                                        HTML    135K 
31: R18         Capital Stock                                       HTML     40K 
32: R19         Net Income Per Share of Common Stock                HTML     25K 
33: R20         Debt                                                HTML     62K 
34: R21         Pension and Other Postretirement Benefits           HTML    258K 
35: R22         Profit Sharing and Savings Plan                     HTML    265K 
36: R23         Commitments and Contingencies                       HTML     32K 
37: R24         Accumulated Other Comprehensive Income (Loss)       HTML     99K 
38: R25         Acquisitions                                        HTML     25K 
39: R26         Quarterly Financial Information (Unaudited)         HTML     60K 
40: R27         Accounting Policies (Policies)                      HTML    137K 
41: R28         Summary of Significant Accounting Policies          HTML     40K 
                (Tables)                                                         
42: R29         Revenue (Tables)                                    HTML     55K 
43: R30         Cash Discounts And Doubtful Accounts (Tables)       HTML     63K 
44: R31         Property and Depreciation (Tables)                  HTML     27K 
45: R32         Goodwill and Intangible Assets (Tables)             HTML     66K 
46: R33         Income Taxes (Tables)                               HTML    135K 
47: R34         Capital Stock (Tables)                              HTML     30K 
48: R35         Debt (Tables)                                       HTML     41K 
49: R36         Pension and Other Postretirement Benefits (Tables)  HTML    257K 
50: R37         Commitments and Contingencies (Tables)              HTML     29K 
51: R38         Accumulated Other Comprehensive Income (Loss)       HTML    103K 
                (Tables)                                                         
52: R39         Quarterly Financial Information (Unaudited)         HTML     59K 
                (Tables)                                                         
53: R40         Accounting Policies (Concentration Risk) (Details)  HTML     28K 
54: R41         Accounting Policies (Details)                       HTML     39K 
55: R42         Revenue Narrative (Details)                         HTML     42K 
56: R43         Revenue Adoption of ASC 605 (Details)               HTML     56K 
57: R44         Revenue Disaggregation of Revenue (Details)         HTML     32K 
58: R45         Cash Discounts And Doubtful Accounts (Details)      HTML     38K 
59: R46         Inventory (Details)                                 HTML     36K 
60: R47         Property and Depreciation Schedule of Property,     HTML     58K 
                Plant and Equipment (Details)                                    
61: R48         Goodwill and Intangible Assets Schedule of          HTML     27K 
                Goodwill (Details)                                               
62: R49         Goodwill and Intangible Assets Schedule of Finite   HTML     51K 
                Lived Intangible Assets (Details)                                
63: R50         Goodwill and Intangible Assets Finite Lived         HTML     42K 
                Intangible Assets, Net, Amortization Expense,                    
                Fiscal Year Maturity (Details)                                   
64: R51         Income Taxes (Details)                              HTML    175K 
65: R52         Capital Stock Par Value of Stock (Details)          HTML     54K 
66: R53         Net Income Per Share of Common Stock (Details)      HTML     28K 
67: R54         Debt Long-Term Debt (Details)                       HTML     50K 
68: R55         Credit Agreement (Details)                          HTML     84K 
69: R56         Debt Short-Term Borrowings (Details)                HTML     41K 
70: R57         Debt Private Placement Shelf Agreement (Details)    HTML     29K 
71: R58         Pension and Other Postretirement Benefits Benefit   HTML    130K 
                Obligation (Details)                                             
72: R59         Pension and Other Postretirement Benefits           HTML    224K 
                (Details)                                                        
73: R60         Profit Sharing and Savings Plan (Details)           HTML     27K 
74: R61         Commitments and Contingencies (Details)             HTML     42K 
75: R62         Accumulated Other Comprehensive Income (Loss)       HTML     44K 
                (Details)                                                        
76: R63         Accumulated Other Comprehensive Income (Loss)       HTML     48K 
                Reclassifications Out of Accumulated Other                       
                Comprehensive Income (Loss) (Details)                            
77: R64         Accumulated Other Comprehensive Income (Loss)       HTML     55K 
                Changes in Accumulated Other Comprehensive Income                
                (Loss) (Details)                                                 
78: R65         Acquisitions (Details)                              HTML     32K 
79: R66         Quarterly Financial Information (Unaudited)         HTML     42K 
                (Details)                                                        
81: XML         IDEA XML File -- Filing Summary                      XML    143K 
80: EXCEL       IDEA Workbook of Financial Reports                  XLSX     98K 
 8: EX-101.INS  XBRL Instance -- graybar-20181231                    XML   2.94M 
10: EX-101.CAL  XBRL Calculations -- graybar-20181231_cal            XML    262K 
11: EX-101.DEF  XBRL Definitions -- graybar-20181231_def             XML    622K 
12: EX-101.LAB  XBRL Labels -- graybar-20181231_lab                  XML   1.76M 
13: EX-101.PRE  XBRL Presentations -- graybar-20181231_pre           XML   1.03M 
 9: EX-101.SCH  XBRL Schema -- graybar-20181231                      XSD    142K 
82: ZIP         XBRL Zipped Folder -- 0000205402-19-000006-xbrl      Zip    264K

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.3

DEFERRAL AGREEMENT UNDER THE GRAYBAR ELECTRIC COMPANY, INC. SUPPLEMENTAL BENEFIT PLAN

THIS AGREEMENT is made this ____________ day of _____________ (month), 2018, by and between Graybar Electric Company, Inc., ("Employer") and ___________________________ ("Employee").

WHEREAS, the Employer previously adopted the Graybar Electric Company, Inc. Supplemental Benefit Plan (“Plan”) pursuant to which eligible employees may defer certain types of compensation;

WHEREAS, the Employee has been performing valuable services for the Employer and desires to defer receipt of certain compensation to be earned by Employee in the service of Employer, in accordance with the Plan and this Agreement; and

WHEREAS, the Employer desires to encourage the Employee to continue to perform such services and is willing to defer payment of such compensation and to credit "interest" thereon in accordance with the Plan and this Agreement;

NOW, THEREFORE,


1.	Subject to Section 6 of this Agreement, the parties hereto agree that annually, beginning January 1, 2019, the Employee elects to defer receipt of the amounts set forth in Sections 1 (a), (b), and (c) below and any amounts deferred ("Deferred Compensation") shall be paid to Employee at the time and in the manner set forth in Section 2.


(a)	Base Salary: __________% (no less than 2% or more than 50%) of the Employee's annual base salary, together with interest on such amount as determined under paragraph (e) below.


(b)	Annual Incentive Pay: _________% (no less than 2% or more than 100%) of the Employee’s annual incentive payment, under the Management Incentive Plan (earned in the year beginning after the date of this Agreement and any subsequent year), together with interest on such amounts as determined under paragraph (e) below.

Exhibit 10.3

(c)

The supplemental profit sharing benefit, as determined under The Profit Sharing and Savings Plan of Graybar Electric Company, Inc. ("Profit Sharing Plan"), which is generally the excess, if any, of the annual Employer contribution which would be paid or credited to the Employee's account in the Profit Sharing Plan but for (i) the limitation set forth in Sections 401 and 415 of the Internal Revenue Code and but for (ii) the deferral of compensation under paragraphs (a) and (b) above, over the actual amount of the annual Employer contribution paid or credited to the Employee's account in the Profit Sharing Plan, together with interest on such amount as determined under paragraph (e) below.

(d)

By the Employee’s signature to this Agreement, the Employee has elected, prior to January 1, 2019, to defer the amounts set forth in paragraphs (a), (b), and (c) to be earned in 2019 and such election to defer shall remain effective for succeeding calendar years until modified or revoked. The Employee may revoke the election to defer amounts under paragraphs (a), (b), and (c) or change the percentage to be deferred set forth in paragraph (a) (but not below 2% nor higher than 50%); and/or paragraph (b) (but not below 2% nor higher than 100%), provided that, such election must be in writing, must be signed by the Employee, must apply prospectively to an entire calendar year and must be delivered to the Employer on or before the last day of the calendar year immediately preceding the calendar year for which the election is to be effective. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(e)

Interest on Deferred Compensation shall be compounded and credited at the end of each calendar quarter based on the average crediting rate for the prior calendar quarter under the Stable Value (Fixed) Income Fund of the Profit Sharing Plan as determined by The Vanguard Group. In the event the Stable Value (Fixed) Income Fund shall cease to exist, interest will be credited based on the performance of the fund selected in the sole discretion of the Plan Administrator which must closely replicates the investment philosophy of the Stable Value (Fixed) Income Fund. Interest will be credited under the Plan beginning with the date the amount would otherwise have been paid to the

Exhibit 10.3

Employee if this Agreement to defer compensation had not been entered and ending with the date specified under the terms of the Plan and otherwise determined by Graybar in accordance with the Plan and this Agreement.


2.	Deferred Compensation shall become payable to the Employee (or the Employee’s designated beneficiary or estate, as applicable) at the time and in the form and manner set forth in the Plan and otherwise in accordance with the terms of the Plan and this Agreement. This Agreement is subject to all terms and conditions of the Plan, and the Plan shall supersede any inconsistent provisions herein.


3.	Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Employer.


4.	The right of the Employee or any other person to receive Deferred Compensation is not assignable or transferable except by the terms of a valid beneficiary designation, will or the laws of descent and distribution and may not, during the life of the Employee, be pledged or encumbered.

Nothing contained in this Agreement and no action taken pursuant to the provisions hereof shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Employer and the Employee, the Employee’s beneficiary or any other person. To the extent that any person acquires a right to receive payments under this Agreement, such right shall be no greater than that of an unsecured general creditor of the Employer.


6.	This Agreement to defer compensation may be terminated by the Employer with respect to amounts set forth in Sections 1 (a) and (b) by notice in writing to Employee provided such notice is given prior to the commencement of any calendar year for which it shall be effective and shall affect only those amounts set forth in Sections 1 (a) and (b) not yet deferred.


7.	This Agreement may be amended only by the mutual written consent of the parties. Notwithstanding the foregoing, no amendment shall be effective to the extent it would cause an amount to become taxable or be subject to additional taxes on account of

Exhibit 10.3

such amendment under Section 409A of the Internal Revenue Code of 1986, as amended, or the regulations or other guidance issued thereunder.


8.	This Agreement shall be construed in accordance with the laws of the State of Missouri to the extent not preempted by Federal law.

If the Employee becomes entitled to receive cash or other taxable income pursuant to this Agreement and the Plan, Employer shall have the right to withhold from the amount Employer would otherwise be required to pay to the Employee pursuant to this Agreement and the Plan, the amount of any taxes which the Employer is or will be required to withhold under the applicable Federal, state and local income and employment tax laws. Furthermore, the Employer may elect to deduct such taxes from any other amounts payable at any time in cash or otherwise to the Employee on or after the date any amount hereunder must be taken into account for purposes of such taxes. The Employer shall bear no responsibility whatsoever for the Employee’s taxes or tax effects resulting from this Agreement or the Plan.


10.	The Employee or other person who believes that he or she is being denied a benefit to which he or she is entitled may file a written request for such benefit with the Employer setting forth his or her claim in accordance with the claims procedures set forth in the Plan. The claims procedures set forth in the Plan shall apply to any claim hereunder.

Notwithstanding anything herein to the contrary, this Agreement is made subject to, and shall be interpreted in accordance with, the terms of the Plan. The Employee has been provided with a copy of the Plan, agrees to all terms thereof and so confirms by his or her signature hereto.

IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its duly authorized officers and the Employee has hereunto set his or her hand as of the date first above written.

GRAYBAR ELECTRIC COMPANY, INC.

________________________________ ________________________________ Employee Date

Exhibit 10.3

Beneficiary Designation Form for the Deferred Compensation Benefit under the Graybar Electric Company, Inc. Supplemental Benefit Plan

Employee hereby designates the following Beneficiary or Beneficiaries for his or her Deferred Compensation benefit, which is defined in Section 1 of this Agreement. This Beneficiary Designation Form shall apply to this Deferral Agreement and supersede any prior beneficiary designation forms entered into between the Employee and the Employer with respect to this Deferral Agreement or any previous Deferral Agreement between the parties. (If multiple beneficiaries are listed, a percentage must be provided to validate the designation.)

Name: Address: Social Security Number:

________________________________________________________________________________________________ ________________________________________________________________________________________________ If upon the death of the Employee, none of the above Beneficiary(s) have survived the Employee, then the Employee designates the following as Contingent Beneficiary(s) of his or her Deferred Compensation benefit under the Plan:

Name: Address: Social Security Number:

________________________________________________________________________________________________ ________________________________________________________________________________________________ The execution of this Beneficiary Designation Form hereby revokes any prior designation of Beneficiary(s) or Contingent Beneficiary(s) made by the Employee with respect to this Deferral Agreement or any previous Deferral Agreement entered into between the Employee and Graybar.

________________________________ __________________________

Participant Signature Date

________________________________ __________________________

Print Participant Name District

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/13/19
	1/1/19
For Period end:	12/31/18	10-K, DEF 14C
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/21  Graybar Electric Co. Inc.         S-1/A¶     11/30/21    3:806K
 8/19/21  Graybar Electric Co. Inc.         S-1                    3:645K
 3/10/21  Graybar Electric Co. Inc.         10-K       12/31/20  101:20M
11/03/20  Graybar Electric Co. Inc.         S-1/A¶     11/03/20    3:918K
 8/20/20  Graybar Electric Co. Inc.         S-1                    3:760K

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Filing Submission 0000205402-19-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Graybar Electric Co Inc – ‘10-K’ for 12/31/18 – ‘EX-10.3’

On: Wednesday, 3/13/19, at 11:16am ET · For: 12/31/18 · Accession #: 205402-19-6 · File #: 0-00255

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents