Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 55 262K
2: EX-10.1 Material Contract 15 45K
5: EX-10.11 Material Contract 17 72K
3: EX-10.2 Material Contract 23 56K
4: EX-10.3 Material Contract 27 52K
6: EX-11 Statement re: Computation of Earnings Per Share 1 9K
7: EX-21 Subsidiaries of the Registrant 1 8K
8: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
9: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 11K
10: EX-27.2 Financial Data Schedule (Pre-XBRL) 1 11K
11: EX-27.3 Financial Data Schedule (Pre-XBRL) 1 11K
12: EX-27.4 Financial Data Schedule (Pre-XBRL) 1 11K
13: EX-27.5 Financial Data Schedule (Pre-XBRL) 1 11K
14: EX-27.6 Financial Data Schedule (Pre-XBRL) 1 11K
15: EX-27.7 Financial Data Schedule (Pre-XBRL) 1 11K
16: EX-27.8 Financial Data Schedule (Pre-XBRL) 1 11K
EXHIBIT 10.1
LUKENS INC. SUPPLEMENTAL RETIREMENT PLAN
(As Amended and Restated Effective December 9, 1997)
Lukens Inc., a Delaware corporation, pursuant to Resolution of
its Board of Directors, has amended and restated the following Supplemental
Retirement Plan previously adopted effective as of December 28, 1975 (revised
effective August 1, 1978, January 1, 1980, May 14, 1980, March 18, 1981, July
31, 1983 July 31, 1988, and January 1, 1990), the objective of which is to
provide eligible Participants retirement benefits which are supplemental to
benefits provided under the Lukens Inc. Salaried Employees Retirement Plan.
This Plan, as amended and restated, shall apply only to
Participants who terminate employment with the Company on or after July 31,
1988, except that changes adopted effective December 9, 1997 shall be considered
effective with respect to the version of the Plan in effect at the date of such
termination of employment. The right of an employee who terminated employment
with the Company on or before July 30, 1988, to a supplemental retirement
benefit shall be governed by the Supplemental Retirement Plan as it existed at
the time of such person's termination of employment, as revised in accordance
with the changes adopted effective December 9, 1997.
ARTICLE I
Definitions
Section I.1. As used herein:
(a) "Accrued Benefit" means with respect to any
Participant the portion of the benefit earned under the Plan to the Change in
Control Payment Date calculated in accordance with Article IV. To the extent
that (i) a Participant's Accrued Benefit is calculated under Article IV by
reference to monthly retirement income benefits payable to the Participant under
the Retirement Plan, and (ii) no such benefits are or would upon termination of
employment and application therefor be payable to the Participant as of the
Change in Control Payment Date, the Participant's Accrued Benefit shall be
calculated under Article IV by reference to the
monthly retirement income benefits accrued with respect to the Participant under
the Retirement Plan as of the Change in Control Payment Date.
(b) "Board" means the Board of Directors of Lukens Inc.
(c) "Cause" for termination by the Company of a
Participant's employment means (i) the willful and continued failure by the
Participant to substantially perform the Participant's duties with the Company
(other than any such failure resulting from the Participant's incapacity due to
physical or mental illness or any such actual or anticipated failure after the
issuance of a notice of termination for Good Reason by the Participant) after a
written demand for substantial performance is delivered to the Participant by
the Board, which demand specifically identifies the manner in which the Board
believes that the Participant has not substantially performed the Participant's
duties, or (ii) the willful engaging by the Participant in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise. For purposes of clauses (i) and (ii) of this
definition, no act, or failure to act, on the Participant's part shall be deemed
"willful" unless done, or omitted to be done, by the Participant not in good
faith and without reasonable belief that the Participant's act, or failure to
act, was in the best interest of the Company.
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(d) "Change in Control" means any of the following
events:
(i) (A) Any "person" or "group" (as such terms are
used in Sections 3 (a) (9), 13 (d) (3) and 14 (d) (2) of the Securities Exchange
Act of 1934, as amended) , considered together with its or their "affiliates"
and "associates" (as such terms are defined in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended), is or
becomes the beneficial owner (as defined in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended), or acquires
or holds voting control, directly or indirectly, of securities of the Company
which, when considered together with any other securities held by such person or
group or their affiliates or associates which by their terms are convertible,
even if not then convertible, represent twenty percent (20%) or more of the
voting power of the then outstanding securities of the Company, and (B) the
Board as it existed immediately prior to any such acquisition of or change in
ownership or control, after having been advised thereof, does not, within ton
days after being so advised, adopt a resolution specifically determining that
such acquisition of or change in ownership or control does not constitute a
change of control event within the meaning of this paragraph; or
(ii) A change in the composition of a majority of the
Board within 24 months after any "person" or "group" (as such terms are used in
Sections 3(a)(9), 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended), considered together with its or their "affiliates" or "associates"
(as such terms are defined in Rule 12b-2 of the General Rules and Regulations
under the securities Exchange Act of 1934, as amended), is or becomes the
beneficial owner (as defined in Rule 13d-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended) or acquires or holds
voting control, directly or indirectly, of securities of the Company which, when
considered together with any other securities hold by such person or group or
their affiliates or associates which by their terms are
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convertible, even if not then convertible, represent twenty percent (20%) of the
voting power of the then outstanding securities of the Company; or
(iii) (A) Any "persons" or "group" (as such terms are
used in Section 3(a)(9), 13(d)(3) and 14(d)(2) of the Securities Exchange Act of
1934, as amended) commences a tender offer or exchange offer for securities of
the Company if, upon consummation thereof, the offeror, considered together with
its "affiliates" and "associates" (as such terms are defined in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended), would own or control, directly or indirectly, securities of the
Company which, when considered together with any other securities held by such
person or group or their affiliates or associates which by their terms are
convertible, even if not then convertible, represent thirty percent (30%) or
more of the voting power of the then outstanding securities of the Company, and
(B) the Board of Directors of the Company as it existed immediately prior to any
such offer, after having been advised thereof, does not, within ten business
days after being so adviser, adopt a resolution specifically determining that
such offer does not constitute a change of control event within the meaning of
this paragraph. The terms "person" and "group," as used in this Subsection (d),
shall not include (i) the Company; (ii) any corporation in which the Company
owns, directly or indirectly, voting securities sufficient to elect at least a
majority of the directors of such corporation; (iii) any employee benefit plan
of the Company or of any corporation described in clause (ii), above; (iv) any
individual or entity organized, appointed or established by the Company for, or
pursuant to the terms of any employee benefit plan described in clause (iii),
above.
(e) "Change in Control Payment Date" means the date of
the occurrence of one of the following events following a Change of Control and
before the fifth anniversary of the effective date of such Change of Control:
(i) termination of the Participant's employment by
the Company other than for Cause;
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(ii) the Participant's termination of employment with
the Company for Good Reason; or
(iii) termination of the Plan without establishment
of a similar plan covering the Participant.
(f) "Committee" means the Executive Development and
Compensation Committee of the Board.
(g) "Compensation" means the average during the highest
five consecutive Plan Years of the last ten Plan Years preceding the earlier of
the year of the Participant's Retirement or the year of the Participant's Normal
Retirement Date, calculated as follows:
(i) for Plan Years beginning on or after January 1,
1988, one hundred percent (100%) of the Participant's compensation as defined in
the Retirement Plan (as amended and restated effective January 1, 1988)
(including amounts deferred as salary reduction contributions under the Lukens
Inc. Employees Capital Accumulation Plan), plus, for any Plan Year for which
such definition of compensation in the Retirement Plan does not include
incentive compensation, one hundred percent (100%) of the incentive compensation
allocated under the Lukens Inc. 1983 Target Incentive Plan (in the year
accrued); plus
(ii) for Plan Years beginning before January 1, 1988,
one hundred percent (100%) of the Participant's annual base salary, computed by
converting the last regular full pay period base salary rate paid in the Plan
Year to an annual amount, including amounts deferred as salary reduction
contributions under the Lukens Inc. Employees Capital Accumulation Plan, but
excluding any amount resulting from a cost-of-living adjustment which took
effect after May 1, 1974 plus one hundred percent (100%) of the incentive
compensation allocated under the Lukens Incentive compensation Plan, the Lukens
Inc. 1983 Target Incentive Plan or the Lukens Profit Sharing Program.
(h) "Continuous Service" means the period of time, not
exceeding forty years, during which a Salaried Employee or Participant
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shall be deemed continuously employed by the Company or any subsidiary in
accordance with past employment practices.
(i) "Good Reason" for termination by the Participant
of the Participant's employment with the Company means, with respect to each
Participant who is a party to an individual agreement with the Company providing
for benefits in the event of a Change in Control, "Good Reason" as defined in
such individual agreement, and with respect to each Participant who is not a
party to an individual agreement with the Company providing for benefits in the
event of a Change in Control, the occurrence (without the Participant's express
written consent) of any one of the following acts by the Company, or failures by
the Company to act, unless, in the case of any act described in clause (iii)
hereof, such act or failure to act is corrected prior to the date of termination
specified in the notice of termination given in respect thereof:
(i) a reduction by the Company in the Participant's
annual base salary as in effect on the date hereof or as the same may be
increased from time to time except for across-the-board salary reductions
similarly affecting all similarly-situated employees of the Company and all
similarly-situated employees of any "person" in control of the Company as
described in the definition of Change in Control;
(ii) the Company's failure to pay to the Participant
any portion of the Participant's current compensation except pursuant to an
across-the-board compensation deferral similarly affecting all
similarly-situated employees of the Company and all similarly-situated employees
of any "person" in control of the Company, as described in the definition of
Change in Control, or to pay to the Participant any portion of an installment of
deferred compensation under any deferred compensation program of the Company,
within seven (7) days of the date such compensation is due; or
(iii) the Company's failure to continue in effect any
other compensation, incentive, insurance, fringe benefit or similar program in
which the Participant participates immediately prior to the Change
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in Control, unless an equitable arrangement (embodied in an ongoing substitute
or alternative program) has been made with respect to such program, or the
Company's failure to continue the Participant's participation therein (or in
such substitute or alternative plan), the result of which is a material adverse
effect on the Participant's total compensation in the aggregate.
(j) "Lukens" or "Company" means Lukens Inc. or any
successor thereto.
(k) "Management Group" means (A) those employees of the
Company who (i) are employed in the Lukens Steel Company or Lukens Corporate
Headquarters, (ii) are in salary grade 16 or above, and (iii) do not participate
in any other non-qualified incentive or sales compensation plan or arrangement
of the Company other than the Lukens Incentive Compensation Plan, the Lukens
Inc. 1983 Target Incentive Plan or the Lukens Inc. Divisional Incentive
Compensation Plan, and (B) any employees of a subsidiary of the company who have
been designated by the Committee as members of the Management Group.
(l) "Normal Retirement Date" means the last day of the
month in which a Participant attains age 65.
(m) "Participant" means any Salaried Employee who has
five or more years of Continuous Service in the Management Group at the time of
Retirement or a Change in Control Payment Date. No Salaried Employee who was not
a Participant as of December 31, 1987 shall become a Participant after that
date.
(n) "Plan" means the supplemental retirement plan
described herein which shall be known as the "Lukens Inc. Supplemental
Retirement Plan".
(o) "Plan Year" means any year commencing on any January
1 and ending on the following December 31.
(p) "Retirement" means (i) retirement at Normal
Retirement Date or later, or (ii) retirement prior to Normal Retirement Date but
after completing at least five years of Continuous Service in the
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Management Group, other than a termination of employment by the Company prior to
age 62 for Cause.
(q) "Retirement Plan" means the Lukens Inc. Salaried
Employees Retirement Plan as from time to time amended and any other defined
benefit employee pension plan maintained by the company and/or its subsidiaries
and affiliated companies.
(r) "Salaried Employee" means any salaried employee of
the Company or any subsidiary of the Company who is paid on a periodic or yearly
salary basis, but shall not include a Director of the Company unless he is also
a regular salaried employee.
Section I.2. Wherever used herein, masculine pronouns include
the feminine, and the plural includes the singular.
ARTICLE II
Cost of Plan
Section II.1. The cost of the supplemental retirement benefits
payable hereunder shall be paid for by the Company.
ARTICLE III
Eligibility
Section III.1.
(a) A Participant who retires on or after his Normal
Retirement Date and, on the date of his Retirement, has completed at least five
years of Continuous Service in the Management Group shall be eligible to receive
full benefits hereunder in accordance with Article IV.
(b) Each Participant whose Retirement is prior to his
Normal Retirement Date shall be eligible to receive benefits hereunder in
accordance with Article V.
(c) Except on or after a Change in Control Payment Date,
no Participant shall be eligible to receive benefits under Subsections (a) or
(b) until the Participant has commenced to receive retirement benefits under the
Retirement Plan.
ARTICLE IV
Computation of Benefits
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Section IV.1. Subject to Section 4.3, the monthly retirement
benefit payable to a Participant at his Normal Retirement Date shall be an
amount equal to the excess of (a) over (b) where
(a) is 1/12th of the sum determined by multiplying his
Compensation by
(i) 1-2/3% for each year or fraction thereof of his
Continuous Service not exceeding 20, plus
(ii) 1.0% for each year or fraction thereof of his
Continuous Service in excess of 20, and
(b) is the amount of any monthly retirement income
benefit (computed on a straight life annuity basis) payable to him under the
Retirement Plan (exclusive of any supplement payable under Section 6.9 of the
Retirement Plan as in effect on December 31, 1987 and determined without regard
to any reduction thereof for payments made on account of disability) as of his
date of Retirement.
Section IV.2. In the event of a Participant's Retirement after
his Normal Retirement Date, benefits payable hereunder shall be computed as if
the Participant had retired as of his Normal Retirement Date, except as
otherwise required by applicable law.
Section IV.3. Notwithstanding any provision contained herein
to the contrary, the minimum benefit payable to a Participant hereunder shall be
the excess of (a) over (b) where
(a) is the amount of any monthly retirement income
benefit (computed on a straight life annuity basis) that would have been payable
to him under the Retirement Plan (exclusive of any supplement payable under
Section 6.9 of the Retirement Plan and determined without regard to any
reduction thereof for payments made on account of disability) as of his date of
Retirement, but for the limitations contained therein and in Sections 401(a)(17)
and 415 of the Internal Revenue Code of 1986, as amended, and
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(b) is the amount of the monthly retirement income
benefit (computed on a straight life annuity basis) payable to him under the
Retirement Plan (exclusive of any supplement payable under Section 6.9 of the
Retirement Plan as in affect on December 31, 1987 and determined without regard
to any reduction thereof for payments made on account of disability) as of his
date of Retirement.
ARTICLE V
Early Retirement
Section V.1. A Participant who retires prior to his Normal
Retirement Date, but after attaining age 62, shall be eligible to receive a
supplemental retirement benefit hereunder computed as of the date of his
Retirement in accordance with Article IV, without actuarial reduction for such
early retirement.
Section V.2. A Participant who retires prior to attaining age
62 shall be eligible to receive a supplemental retirement benefit hereunder;
provided, however, that, except in the event of a Change in Control Payment
Date, such Participant's monthly retirement benefit, computed pursuant to
Article IV as of the date of his Retirement, shall be reduced by 4% or a
proportionate part thereof for each full and partial year by which the
Participant's age at the time benefits commence hereunder is less than 62.
ARTICLE VI
Forfeiture
Section VI.1. A Participant shall forfeit his right to any
benefits that may accrue hereunder in the event of the termination of his
employment with the Company as the result of (i) his death (except as is
provided in Section 7.2), or (ii) his discharge from the Company prior to
attaining age 62 for any reason which, in the sole judgment of the Committee,
shall constitute Cause therefor.
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A Participant shall also forfeit his right to any benefits
hereunder if, within a five-year period following termination of employment with
the Company and within the regular geographic marketing area of the Company or a
subsidiary, such Participant shall enter into a business or employment
determined by the Committee to be both (a) competitive with the business of the
Company or a subsidiary, and (b) injurious to the Company's interests.
ARTICLE VII
Payments
Section VII.1. The monthly retirement benefits payable to a
Participant in accordance with Articles IV and V shall commence on the first day
of the month following the Participant's Retirement (provided that for a
Participant whose Retirement is described in clause (ii) of the definition of
the term "Retirement" in Article I, such benefits shall commence on the first
day of the month following the later of the Participant's Retirement or his
attainment of age 55) and shall be payable on the first day of each month
thereafter during his lifetime. At the prior written request of the Participant,
the Committee may, in its sole discretion, select a different commencement date
or method of payment or both, provided that the benefit payments commencing on
such date and under such method are the equivalent actuarial value of the
benefits payable on the Participant's Retirement under a straight life annuity
as provided hereinabove. If the Committee approves a method of payment pursuant
to which amounts may be paid to another person subsequent to the death of the
Participant, the Participant shall designate a beneficiary thereunder under
rules adopted by the Committee.
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Section VII.2. In the event of the death of a Participant to
whom a benefit is payable under Section 7.1, a monthly benefit, equal to 50% of
the benefit payable to such Participant (determined on the basis of a straight
life annuity), shall be paid to such Participant's surviving spouse, if any,
commencing on the first day of the month following the month in which the
Participant died and continuing throughout his or her lifetime; provided,
however, that this Section 7.2 shall only be applicable to a spouse to whom the
Participant was married at the time of his Retirement.
ARTICLE VIII
Continuance of Plan
Section VIII.1. It is the intent that the obligations of the
Company to pay benefits accrued or payable hereunder shall be binding upon any
successor corporation or organization which shall succeed to substantially all
of the assets and business of the Company and term "Company" wherever used
herein shall mean and include any such corporation or organization after such
succession, and such obligations shall be deemed to have been expressly assumed
by any such other corporation or organization.
Section VIII.2.
(a) If there is a Change in Control Payment Date with
respect to a Participant, the following benefits shall become immediately due
and payable in an actuarially equivalent single sum amount, based upon
reasonable actuarial methods and assumptions.
(i) With respect to each Participant to whom benefits
under the Plan have not commenced as of the Change in Control Payment Date, the
present value of his Accrued Benefit.
(ii) With respect to each spouse of a Participant who
is deceased as of the Change in Control Payment Date and who is eligible for
benefits under Section 7.2 but to whom such benefits have not commenced as of
the Change in Control Payment Date, the present value of the benefits payable
under Section 7.2.
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(b) With respect to Participants who participate in the
Lukens Inc. Supplemental Retirement Plan for Lukens Performance Incentive Plan
Participants, the provisions of Article VI shall be of no effect as of the date
of a Change in Control with respect to events that occur after the date of a
Change in Control, and shall not cause the forfeiture of any benefits under the
Plan, except with respect to events that occurred prior to the date of the
Change in Control.
ARTICLE I
No Right, Title or Interest
Section I.1. No Participant shall have an, right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations hereunder. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and the
Participant or any other person. To the extent that any person acquires a right
to receive payments from the Company under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company. All
payments to be made hereunder shall be paid in cash from the general funds of
the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payments or such amounts.
ARTICLE II
General
Section II.1. This Plan may be amended in whole or in part or
terminated by Resolution of the Board, provided that any benefits which have
accrued or which have become payable hereunder shall not be reduced or
terminated by reason of any such amendment to or termination of this Plan. For
purposes of this Section, any Salaried Employee who has five or more years of
Continuous Service in the Management Group at the time of termination or
amendment of this Plan shall be deemed to have accrued a benefit equal to the
benefit calculated under Section 4.1 or 4.3 based upon such Salaried Employee's
Compensation and actual number of years of Continuous Service.
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Section II.2. Except as otherwise provided herein, this Plan
shall be administered by the Committee which shall be deemed to have all powers
necessary to administer the Plan in accordance with its terms and provisions.
Section II.3. The records of the Company shall be presumed to
be conclusive of the facts concerning the employment or non-employment of a
Participant unless shown beyond a reasonable doubt to be incorrect.
Section II.4. Neither this Plan nor any action taken hereunder
shall be construed as giving to any employee the right to be retained in the
employ of the Company or as affecting the right of the Company to dismiss any
employee.
Section II.5. Each Participant shall file with the committee
such pertinent information concerning himself and any beneficiary designated by
him as the Committee may demand and no Participant or other person shall have
any rights or be entitled to any benefits under this Plan unless such
information is filed by the Participant with respect to them.
Section II.6. If the Committee shall find that any person to
whom any payment is payable under this Plan is unable to care for his affairs
because of illness or accident, or is a minor, then any payment due (unless a
prior claim therefor shall have been made by a duly appointed guardian,
committee or other legal representative) may be paid to his spouse, a child, a
parent, or a brother or sister, or any other person deemed by the Committee to
have incurred expenses for such person otherwise entitled to payment, in such
manner and proportions as the Committee may determine. Any such payment shall be
a complete discharge of the liabilities of the Company under this Plan.
Section II.7. The right of any person to the payment of
benefits under the Plan may not be assigned, transferred, pledged or encumbered,
either voluntarily or by operation of law, except as may otherwise be required
by law. If any person shall attempt to, or shall, assign, transfer, pledge or
encumber any amount payable hereunder, or if by reason of his bankruptcy or
other event happening at any time any such payment would be made subject to his
debts or liabilities or would otherwise devolve upon anyone else and not be
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enjoyed by him or his beneficiary, the Committee may, in its sole discretion,
terminate his interest in any such payment and direct that the same be hold and
applied to or, for the benefit of such person, his spouse, children or other
dependents, or any other persons deemed to be the natural objects of his bounty,
or any of them, in such manner as the Committee may deem proper.
Section II.8. This Plan shall be governed by and construed in
accordance with laws of the Commonwealth of Pennsylvania.
The undersigned hereby certifies that this Plan has been
amended and restated effective as of December 9, 1997, by the Board of Directors
of Lukens Inc.
LUKENS INC.
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Secretary to the Board of Directors of Lukens Inc.
Dates Referenced Herein and Documents Incorporated by Reference
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