Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 39± 167K
2: EX-10 Material Contract 63± 197K
3: EX-10 Material Contract 5± 20K
4: EX-10 Material Contract 25± 94K
5: EX-10 Material Contract 5± 19K
6: EX-11 Statement re: Computation of Earnings Per Share 1 7K
7: EX-13 Annual or Quarterly Report to Security Holders 49± 202K
8: EX-21 Subsidiaries of the Registrant 1 8K
9: EX-23 Consent of Experts or Counsel 1 8K
10: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
12: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
13: EX-99 Miscellaneous Exhibit 6± 32K
EX-10 — Material Contract
Exhibit 10.w(i)
FIRST AMENDMENT
OF THE
FINGERHUT COMPANIES, INC.
NONQUALIFIED SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
The Fingerhut Companies, Inc. Nonqualified Supplemental
Executive Retirement Plan, heretofore adopted by the Board of
Directors of Fingerhut Companies, Inc., a Delaware corporation,
on February 14, 1996, is hereby amended in the following
respects.
I. PRINCIPAL SPONSOR CHANGED. Effective as of January 1,
1996, Section 1.1 is amended to read in full as follows:
1.1. Preamble ERISA authorizes the establishment of an unfunded,
nonqualified plan maintained primarily for the purpose of
providing deferred compensation for a select group of management
or highly compensated employees and to coordinate the benefits
provided to them under other qualified and nonqualified
retirement programs available to them as a result of their
employment. FINGERHUT CORPORATION, a Minnesota corporation
(hereinafter "Principal Sponsor") and certain affiliates of the
Principal Sponsor (collectively the "Employers") have determined
that it is in their best interest to establish and maintain such
an unfunded, nonqualified deferred compensation plan for those
purposes. Therefore, the Principal Sponsor, for itself and the
other Employers, does hereby establish this SERP, the terms and
conditions of which are as follows.
1. OFFSET ELIMINATED. Effective with respect to each
Participant who is actively employed by an Employer at some time
on or after the date of the adoption of this First Amendment,
Section 1.2.5 is amended to read in full as follows:
1.2.5. Benefit Offset _ a dollar amount determined as of
a Participant's Termination of Employment and expressed as an
annual single life annuity payable for the life of the
Participant commencing as of the first of the Plan Year following
the later of the date of the Participant's Termination of
Employment or the date the Participant would attain age sixty-
five (65) years and which is equal to the sum of:
(a) the Participant's Social Security Benefit
determined as of such Termination of Employment when
expressed as an annual single life annuity commencing
as of the first of the Plan Year following the later of
the date of the Participant's Termination of Employment
or the date the Participant would attain age sixty-five
(65) years; and
(b) the Participant's accrued benefit under the
Pension Plan and the Pension Excess Plan determined as
of such Termination of Employment when expressed as an
annual single life annuity commencing as of the first
of the Plan Year following the later of the date of the
Participant's Termination of Employment or the date the
Participant would attain age sixty-five (65) years; and
(c) seventy-five percent (75%) of the Participant's
account balance under the Profit Sharing Plan
attributable to employer contributions (including both
the elective contributions and the non-elective
contributions) determined as of such Termination of
Employment and determined as if no withdrawals or
distributions had been made from the Profit Sharing
Plan and as if all elective contributions which could
have been contributed to the Profit Sharing Plan had
been contributed to the Profit Sharing Plan:
(i) together with interest at
eight and one-half percent (8.5%) compounded
annually from the Termination of Employment to the
later of the date of the Participant's Termination
of Employment or the date the Participant would
attain age sixty-five (65) years, and
(ii) then converted to and
expressed as an Actuarial Equivalent annual single
life annuity commencing as of the first of the
Plan Year following the later of the date of the
Participant's Termination of Employment or the
date the Participant would attain age sixty-five
(65) years; and
(d) an amount equal to the dollars credited or paid to
the Participant under the Profit Sharing Excess Plan:
(i) together with interest at
eight and one-half percent (8.5%) compounded
annually from the date so credited or paid to the
Termination of Employment, and
(ii) then converted to and
expressed as an Actuarial Equivalent annual single
life annuity commencing as of the first of the
Plan Year following the later of the date of the
Participant's Termination of Employment or the
date the Participant would attain age sixty-five
(65) years.
The Benefit Offset may increase or decrease from time to time
before a Termination of Employment.
1. OFFSET ELIMINATED. Effective with respect to each
Participant who is actively employed by an Employer at some time
on or after the date of the adoption of this First Amendment,
Section 1.2.10 is deleted without replacement.
1. PRINCIPAL SPONSOR CHANGED. Effective as of January 1,
1996, Section 1.2.17 is amended to read in full as follows:
1.2.17. Plan Statement _ this document entitled "FINGERHUT
NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN," as adopted
by the Principal Sponsor effective as of January 1, 1996, as the
same may be amended from time to time thereafter.
1. PRINCIPAL SPONSOR CHANGED. Effective as of January 1,
1996, Section 1.2.19 is amended to read in full as follows:
1.2.19. Principal Sponsor _ FINGERHUT CORPORATION, a
Minnesota corporation.
1. PRINCIPAL SPONSOR CHANGED. Effective as of January 1,
1996, Section 1.2.22 is amended to read in full as follows (and
each other reference to the name of the SERP is conformed to this
name as amended):
1.2.22. SERP _ the nonqualified deferred compensation plan
of the Employers established for the benefit of employees
eligible to participate therein, as first set forth in this Plan
Statement. (As used herein, "SERP" refers to the legal entity
established by an Principal Sponsor and not to the document
pursuant to which the SERP is maintained. That document is
referred to herein as the "Plan Statement.") The SERP shall be
referred to as the "FINGERHUT NONQUALIFIED SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN."
1. AUTOMATIC PARTICIPATION. Effective for initial
determinations of who is a Participant which are made as of a
date on or after the date of the adoption of this First
Amendment, Section 2.1 is amended to read in full as follows:
2.1. General Participation Rule. An individual shall be a
Participant in this SERP if that individual, on or after
January 1, 1996, satisfies all of the following criteria:
(i) he or she is a Vice
President or more senior officer (including,
without limiting the generality of the foregoing,
the President, Chief Operating Officer, Chief
Executive Officer, a Senior Vice President, an
Executive Vice President or a Vice President of
the Principal Sponsor), and
(ii) he or she is
actively employed by the Principal Sponsor.
Any individual who has become a Participant in the SERP shall
continue as a Participant until all benefits which are due under
this SERP have been received without regard to whether he or she
continues as an officer or a participant in the Pension Plan or
an active employee. The Compensation Committee may, in its
discretion, impose restrictions or limitations upon the benefits
payable under the SERP as a condition of participation.
Notwithstanding any thing apparently to the contrary contained in
this Plan Statement, it shall be construed to prevent the
duplication of benefits provided under any other plan or
arrangement, whether qualified or nonqualified, funded or
unfunded, to the extent that such other benefits are provided
directly or indirectly by an Employer.
1. CROSS REFERENCE. Effective with respect to each
Participant who is actively employed by an Employer at some time
on or after the date of the adoption of this First Amendment, the
Appendix A to the Plan Statement is amended by replacing it with
the Appendix A attached to this Amendment.
1. CONDITIONAL ADOPTION OF AMENDMENT. This First
Amendment shall be effective as of the dates hereinabove recited
for every individual who becomes a Participant on or after the
date that this Amendment is adopted. This Amendment shall be
effective as of the dates herein above recited for every
individual who was a Participant before the adoption of this
Amendment only if such individual affirmatively consents in
writing to the adoption of this Amendment and delivers such
consent to the Secretary of the Compensation Committee (or his
delegee) not later than thirty (30) days after such individual is
notified in writing of the adoption of this Amendment.
1. SAVINGS CLAUSE. Save and except as herein expressly
amended the Plan Statement shall continue in full force and
effect.
APPENDIX A
ACTUARIALLY EQUIVALENT BENEFITS
When converting benefits to a single lump sum for payment
to a Participant, the benefit to be converted is the single life
annuity form payable at age sixty-five (65) years or the date as
of which it is determined, if later. When converting benefits to
a single lump sum for any other purpose, the benefit to be
converted shall be the benefit payable at the latest date such
benefit may commence. The factors to be used to convert any form
to a lump sum benefit (or to make the conversions into single
life annuities required by Section 1.2.5(c) or (d)) shall be:
Interest Assumption: The compounded average yield
on 30-year Treasury securities for the five (5)
calendar years preceding the calendar year
including the year of the Participant's
Termination of Employment or death (reduced,
for the purpose of making the conversions into
single life annuities required by Section
1.2.5(d) but not for the purpose of making the
conversions into single life annuities required
by Section 1.2.5(c), to reflect the highest
federal marginal income tax rate in effect as
of such Termination of Employment or death).
Mortality Assumption: The mortality rate determined from the
table prescribed by the Secretary of the
Treasury under section 417(e)(3)(A)(ii)(I) of
the Code based on the prevailing commissioners'
standard table used to determine reserves for
group annuity contracts.
Dates Referenced Herein and Documents Incorporated by Reference
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