Amendment to Registration of Securities (General Form) — Form 10
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-12B/A Form 10 73 387K
2: EX-3.2 Articles of Amendment and Restatement 9 20K
3: EX-3.4 Bylaws 22 80K
8: EX-10.10 Supplemental Retirement Plan 16 32K
4: EX-10.5 Trademark License Agreement 16 38K
5: EX-10.6 1997 Stock Option Plan 14 59K
6: EX-10.8 Stock Option Reformation Agreement 8 27K
7: EX-10.9 Retirement and Profit Sharing Plan 95 300K
9: EX-22 List of Subsidiaries 1 5K
10: EX-99.1 Consent 1 6K
EX-10.10 — Supplemental Retirement Plan
| EX-10.10 | 1st Page of 16 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.10
SUPPLEMENTAL RETIREMENT PLAN
FOR EXECUTIVES OF
GETTY PETROLEUM MARKETING INC.
AND PARTICIPATING SUBSIDIARIES
February 1, 1997
SUPPLEMENTAL RETIREMENT PLAN
FOR EXECUTIVES OF
GETTY PETROLEUM MARKETING INC.
AND PARTICIPATING SUBSIDIARIES
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INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Article 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Article 2. Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Article 3. Contributions and Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Article 4. Payment of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Article 5. General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Article 6. Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INTRODUCTION
This Supplemental Retirement Plan for Executives of Getty Petroleum Marketing
Inc. and Participating Subsidiaries has been authorized by the Board of
Directors of Getty Petroleum Marketing Inc. to be applicable effective on and
after February 1, 1997. This Plan is intended to promote extraordinary
contributions by eligible executives by providing such executives with
supplemental retirement benefits. The Plan is unfunded and is maintained by
Getty Petroleum Marketing Inc. and its participating subsidiaries primarily for
the purpose of providing deferred compensation for a select group of management
and highly compensated employees. The Plan reads as hereinafter set forth.
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SUPPLEMENTAL RETIREMENT PLAN
FOR EXECUTIVES OF
GETTY PETROLEUM MARKETING INC.
AND PARTICIPATING SUBSIDIARIES
Article 1. Definitions
1.01 "Account" shall mean a Member's account in the Trust which
shall consist of all amounts credited to a Member under
Section 3.01, adjusted for any earnings or losses on those
amounts pursuant to Section 3.05 and after payment of any
expenses as provided by the provisions of the Trust.
1.02 "Affiliated Company" shall mean any company, corporation or
business directly or indirectly controlled by the Company,
whether or not such company, corporation or business
participates in the Plan.
1.03 "Beneficiary" shall mean the beneficiary designated by a
Member pursuant to Section 4.03.
1.04 "Code" shall mean the Internal Revenue Code of 1986 as it may
be amended.
1.05 "Committee" shall mean the individuals appointed by the
Company under Section 5.06 to administer the Plan.
1.06 "Company" shall mean Getty Petroleum Marketing Inc. or any
successor by merger, purchase or otherwise, with respect to
its employees.
1.07 "Company Contributions" shall mean the amount of contributions
credited to a Member under Section 3.01.
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1.08 "Compensation" shall mean the total remuneration (including
restricted stock or other forms of remuneration but excluding
any amounts paid by the Company or an Affiliated Company to
reimburse the employee for any federal, state or local income
taxes due on, or withheld from, the employee's remuneration)
paid to a Member for services rendered to a Participating
Company, determined prior to any pre-tax contributions under a
"qualified cash or deferred arrangement" or a "cafeteria plan"
as defined in Sections 401(K) and 125, respectively, of the
Code.
1.09 "Effective Date" shall mean February 1, 1997.
1.10 "Member" shall mean an employee of a Participating Company for
whom a Company Contribution has been made under the Plan.
1.11 "Participating Company" shall mean the Company and any
Affiliated Company which the Company designates for
participation in the Plan in accordance with Section 5.06(b).
1.12 "Plan" shall mean this Supplemental Plan for Executives of
Getty Petroleum Marketing Inc. and Participating Subsidiaries.
1.13 "Plan Year" shall mean the calendar year starting on February
1, 1997 and each succeeding calendar year.
1.14 "Retirement Plan" shall mean the Getty Petroleum Marketing
Inc. Retirement (401(K)); and Profit Sharing Plan.
1.15 "Trust" shall mean the grantor trust established under
Section 3.07.
1.16 "Valuation Date" shall mean the last business day of each
calendar quarter following the Effective Date.
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Article 2. Participation
2.01 Participation
(a) Only officers and other senior management employees
of the Participating Companies shall be eligible to
have a Company Contribution made to the Plan on their
behalf. Each Plan Year the Committee, in its sole
discretion, shall select those officers and other
senior management employees of the Participation
Companies for whom a Company Contribution shall be
made for that Plan Year or for the immediately
preceding Plan Year. An employee who receives a
Company Contribution shall be a Member and shall
remain a Member until he receives the full balance of
his Account in accordance with Article 4. Employees
shall be notified of their Membership in the Plan as
soon as practicable after the Committee has made its
selection.
(b) The Committee is not under any obligation to select
an officer or other person as an employee for whom a
Company Contribution shall be made for a Plan Year
solely because he had a Company Contribution made on
his behalf in a prior Plan Year.
2.02 Other Information
As a condition of participation in this Plan, a Member may be
required by the Committee to provide such information as the
Committee may deem necessary to properly administer the Plan.
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Article 3. Contributions and Funding
3.01 Amount of Contributions
For any Plan beginning on or after February 1, 1997, each
Participating Company shall made a contribution to the Trust
for each of its employees selected by the Committee under
Section 2.01 for that Plan Year. The amount of a
Participating Company's contribution on behalf of such an
employee for a Plan Year shall be equal to ten percent of the
Compensation the employee received in that Plan Year, reduced
by the amount of any "Retirement Plan Contributions" allocated
to the employees on account of that Plan Year. For purposes
of this Section 3.01, "Retirement Plan Contributions" shall
mean all contributions, other than elective deferrals as
defined in Section 4.02(g)(3) of the Code, made by the Company
or an Affiliated Company under the Retirement Plan as it may
be amended, or under any successor thereto, or made pursuant
to the provisions of any other plan, qualified under Section
401(a) of the Code, maintained by the Company or an Affiliated
Company.
3.02 Crediting to Accounts
The Company Contributions made by a Participating Company on
behalf of a Member for any Plan Year shall be paid to the
Trust as soon as practicable after the end of the Plan Year in
which the employee is selected by the Committee and shall be
credited to the Member's Account as of the First Valuation
Date coincident with or immediately following the date they
are paid to the Trust.
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3.03 Vesting of Account
The member shall vest in his Account at the same rate at which
such account would have vested under the Retirement Plan had
the Account been maintained under the Retirement Plan. In the
event the Member ceases to be employed by the Company or an
Affiliated Company prior to vesting in all or any part of the
Company Contributions credited on his behalf, such Company
Contributions shall be forfeited and shall not be restored in
the event the Member is subsequently reemployed by the Company
or an Affiliated Company. Any amounts forfeited under this
Section 3.03 Plan shall be returned to the Participating
Company which had employed the forfeiting Member as soon as
practicable after the end of the Plan Year in which the
forfeiture occurs or, in the alternative, credited towards any
contributions the Participating Company may be required to
make under Section 3.01 for the next Plan Year.
3.04 Investment of Accounts
(a) The Committee shall direct the investment of the
Accounts as it, in its sole discretion, shall
determine; provided, however, that the Committee
shall act for the exclusive purpose of providing
benefits for Members and Beneficiaries and with the
care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person,
acting in a like capacity and familiar with such
matters, would use in the conduct of an enterprise of
a like character and with like aims.
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(b) Notwithstanding anything to the contrary in this
Plan, the Committee may use the assets of the Trust
allocated to employees of a Participating Company to
satisfy claims of the Participating Company's general
creditors in the event of the Participating Company's
bankruptcy or insolvency.
3.05 Valuation of Trust
(a) The Committee shall cause the Trust to be valued on
the last Valuation Date in each Plan Year and on such
other Valuation Dates as it deems advisable. Each
time the Trust is valued, there shall be allocated to
the Accounts of each Member his proportionate share
of the increase or decrease in the fair market value
of the Trust's assets.
(b) Whenever an event requires a determination of the
value of a Member's Account, the value shall be
computed as of the Valuation Date coincident with or
next following the date of determination.
3.06 Individual Accounts
The Committee shall maintain, or cause to be maintained,
records showing the individual balances of each Member's
Account. At least once a year, each Member shall be furnished
with a statement setting forth the value of his Account.
3.07 Establishment of a Trust
(a) The Company shall establish a grantor trust for the
benefit of Members participating in the Plan. The
assets of the Trust will be held separate and apart
from the funds of the Participating Companies, and
shall be
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used exclusively for the purposes set forth in the
Plan and the applicable trust agreement, subject to
the following conditions:
(i) the creation of the Trust shall not cause the
Plan to be other than "unfunded" for purposes
of Title I of the Employee Retirement Income
Security Act of 1974;
(ii) the Participating Companies shall be treated
as "grantors" of the Trust for purposes of
Section 677 of the Code; and
(iii) the trust agreement shall provide that its
assets may be used to satisfy claims of the
Participating Companies' general creditors,
and the rights of such general creditors are
enforceable by them under federal and state
law.
9
Article 4. Payment of Benefits
4.01 Commencement of Benefits
(a) A Member shall be entitled to receive payment of his
vested Account upon his termination of employment
with the Company or an Affiliated Company for any
reason. Payment shall be made in a single cash sum
as soon as practicable following the Member's
termination of employment with the Company or the
Affiliated Company.
(b) No portion of a Member's Account may be withdrawn
prior to the Member's termination of employment with
the Company or an Affiliated Company.
4.02 Payment on Death
A Member's vested Account shall be payable to his Beneficiary
as soon as practicable after the Valuation Date coincident
with or next following the Member's death. The vested Account
shall be paid in cash in a single sum.
4.03 Designation of Beneficiary
Each Member shall file with the Committee a written
designation of one or more persons or trusts as the
designation of one or more persons or trusts as the
Beneficiary who shall be entitled to receive the amount, if
any, payable under the Plan upon his death pursuant to Section
4.02. A Member may, from time to time, revoke or change his
Beneficiary designation without the consent of any prior
Beneficiary by filing a new designation with the Committee.
The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change
or revocation thereof, shall be
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effective unless received by the Committee prior to the
Member's death, and in no event shall it be effective as
of a date prior to such receipt. If no such Beneficiary
designation is in effect at the time of a Member's death, or
if no designated Beneficiary survives the Member, the Member's
estate shall be deemed to have been designated his Beneficiary
and shall receive the payment of the amount, if any, payable
under the Plan upon his death.
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Article 5. General Provisions
5.01 Benefits Are Unsecured
All amounts payable in accordance with this Plan shall
constitute a general unsecured obligation of the Participating
Companies. Such amounts shall be paid out of the general
assets of the Participating Companies, to the extent not paid
by the Trust.
5.02 No Contract of Employment
The establishment of the Plan shall not be construed as
conferring any legal rights upon any person for a continuation
of employment, nor shall it interfere with the rights of the
Company or an Affiliated Company to discharge any employee and
to treat him without regard to the effect which such treatment
might have upon him as a Member of the Plan.
5.03 Facility of Payment
In the event that the Committee shall find that a Member is
unable to care for his affairs because of illness or accident,
the Committee may direct that any benefit payment due him,
unless claim shall have been made therefore by a duly
appointed legal representative, be paid to his spouse, a
child, a parent or other blood relative, or to a person with
whom he resides, and any such payment so made shall be a
complete discharge of the liabilities of the Plan therefor.
5.04 Withholding Taxes
All payments under this Plan shall be net of an amount
sufficient to satisfy any federal, state or local withholding
tax requirements.
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5.05 Nonalienation
Subject to any applicable law, no benefit under the Plan shall
be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any
attempt so to do shall be void, nor shall any such benefit be
in any manner liable for or subject to garnishment,
attachment, execution or levy, or liable for or subject to the
debts, contracts, liabilities, engagements or torts of the
Member or his Beneficiary.
5.06 Administration
(a) The Plan shall be administered by an administrative
committee of at least two officers or employees
appointed by the Company. The Committee shall
interpret the Plan, establish regulations to further
the purposes of the Plan and take any other action
necessary to the proper operation of the Plan.
(b) The Company, in its sole discretion and upon such
terms as it may prescribe, may permit any Affiliated
Company to participate in the Plan.
(c) Prior to paying any benefit under this Plan, the
Committee may require the Member or Beneficiary to
provide such information or material as the
Committee, in its sole discretion, shall deem
necessary for it to make any determination it may be
required to make under this Plan. The Committee may
withhold payment of any benefit under this Plan until
it receives all such information and material and is
reasonably satisfied of its correctness and
genuineness.
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(d) The Committee shall provide adequate notice in
writing to any Member, former or Beneficiary whose
claim for benefits under this Plan has been denied,
setting forth the specific reasons for such denial.
A reasonable opportunity shall be afforded to any
such Member, former Member or Beneficiary for a full
and fair review by the Committee of its decision
denying the claim. The Committee's decision on any
such review shall be final and binding on the Member,
former Member or Beneficiary and all other interested
persons.
(e) All acts and decisions of the Committee shall be
final and binding upon all Members, former Members,
Beneficiaries and employees of the Company or an
Affiliated Company.
5.07 Administrative Expenses
All expenses of administering the Plan and the Trust shall be
paid by the Participating Companies.
5.08 Construction
(a) The Plan is intended to constitute an unfunded
deferred compensation arrangements for a select group
of management or highly compensated personnel and all
rights hereunder shall be governed by and construed
in accordance with this intention and with the laws
of the State of New York.
(b) The masculine pronoun shall mean the facsimile
wherever appropriate.
(c) The captions inserted in this Plan are inserted as
a matter of convenience and shall not affect
the construction of the Plan.
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Article 6. Amendment and Termination
6.01 Right to Terminate
The Company, by action of its Board of Directors, may, in its
sole discretion, terminate this Plan at any time. In the
event the Plan is terminated, each member and Beneficiary
shall be fully vested in his Account and shall receive a
single sum cash payment equal to the balance of his Account.
The single sum payment shall be made as soon as practicable
following the date the Plan is terminated and shall be in lieu
of any other benefit which may be payable to a Member or
Beneficiary under this Plan.
6.02 Right to Amend
The Company, by action of its action of Directors, may, at any
time and in its sole discretion, modify or amend this Plan or
the Trust in any way, including, without limitation,
increasing or decreasing the rate of Company Contributions
made pursuant to Section 3.01. However, no modification or
amendment of the Plan shall adversely affect the right of any
Member to receive the benefits granted under the Plan in
respect of such Member as of the date of modification or
amendment.
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-12B/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 2/1/97 | | 1 | | 7 | | | None on these Dates |
| Filed on: | | 1/13/97 |
| List all Filings |
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