Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment #1 to Form S-1 102 596K
2: EX-1.1.A Form of Underwriting Agreement 24 138K
3: EX-1.1.B Form of Subscription Agreement 20 108K
4: EX-1.1.C Form of Agreement Between Us Underwriters/Managers 6 33K
5: EX-3.1.B Certificate of Amendment to Restated Cert. of Inc. 2 15K
6: EX-3.1.C Restated Certificate of Incorporation 7 32K
7: EX-4.1 Form of Common Stock Certificate 2 17K
8: EX-5.1 Opinion of Shearman & Sterling Re Legality 2 14K
9: EX-10.1.A Amended and Restated Agreement 13 48K
10: EX-10.1.B Registration Rights Agreement 16 70K
11: EX-10.1.C Indemnification Agreement 6 36K
12: EX-10.1.D Purchase Agreement - Neumunster, Germany 11 33K
13: EX-10.1.E Lease Agreement 12 25K
14: EX-10.1.F Lease Agreement 12 35K
15: EX-10.1.G Lease Agreement 25 57K
16: EX-10.1.H Lease Agreement 31± 119K
17: EX-10.1.I Lease Agreement 55 176K
18: EX-10.1.J Lease Agreement 15 40K
19: EX-10.1.K Employment Contract 5 31K
20: EX-10.1.L Employment Contract 5 30K
21: EX-10.1.M Employment Contract 4 23K
22: EX-10.1.N Phantom Share Plan 6 22K
23: EX-10.1.O Bonus Plan 6 20K
24: EX-10.1.P 1998 Long-Term Incentive Plan 20 81K
25: EX-10.1.Q Non-Employee Director Stock Option Stock Plan 12 50K
26: EX-10.1.R Management Incentive Plan 33 82K
27: EX-10.1.S Employees' Retirement Plan 117 274K
28: EX-10.1.T Supplemental Retirement Benefit Plan- Key Exec. 10 29K
29: EX-10.1.U Supplemental Retirement Benefit Plan 12 32K
30: EX-10.1.V Employees' Savings & Retirement Plan 106 248K
31: EX-10.1.W Retirement Benefits Agreement - Klaus Murmann 2 13K
32: EX-10.1.X Retirement Benefits Agreement - Tonio Barlage 9 29K
33: EX-10.1.Y European Employees' Pension Plan 17 54K
34: EX-21.1 Subsidiaries of the Company 1 12K
35: EX-23.1 Consent of Arthur Andersen LLP 1 11K
36: EX-24.1.B Power of Atorney 1 12K
37: EX-27.1 Financial Data Schedule 1 12K
EX-10.1.T — Supplemental Retirement Benefit Plan- Key Exec.
Exhibit Table of Contents
Exhibit 10.1(t)
SAUER-SUNDSTRAND COMPANY
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
FOR CERTAIN KEY EXECUTIVES
TABLE OF CONTENTS
SECTION PAGE
------- ----
1. PURPOSE ............................................................ 2
2. DEFINITIONS ........................................................ 2
3. SUPPLEMENTAL RETIREMENT BENEFIT .................................... 3
4. PAYMENT ............................................................ 5
5. NO FUNDING OBLIGATION .............................................. 5
6. EXAMPLES ARE NOT BINDING ........................................... 6
7. MISCELLANEOUS ...................................................... 6
EXHIBIT A .......................................................... 7
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1. PURPOSE
It is the Company's present intention to provide Executive with an
additional retirement benefit (the "Supplemental Retirement Benefit"). The
objective of the Company is for the Supplemental Retirement Benefit to be an
amount equal to what the Executive would have received from the Company
Retirement Plans if the limitations contained in Sections 415 and 401(a)(17) of
the Internal Revenue Code of 1986 (the "Code") were inapplicable to those of the
Company Retirement Plans that are defined benefit plans, minus the retirement
benefit the Executive is entitled to receive under the Company Retirement Plans.
The payment of any Supplemental Retirement Benefit shall be made solely at
the discretion of the Company, which also has the exclusive right to determine
the amount of such benefit, if any.
2. DEFINITIONS
For the purpose of this Plan, the following terms shall have the following
meanings:
(a) "Company" shall mean Sauer-Sundstrand Company (including the
predecessor Sundstrand-Sauer Company or any successor of Sauer-Sundstrand
Company) or any subsidiary or other entity which, together with
Sauer-Sundstrand Company, would constitute a single employer under Code
Section 414, as amended.
(b) "Company Retirement Plans" means any or all of the Internal
Revenue Code tax qualified defined benefit and defined contribution
retirement plans established by the
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Company, under the terms of which the Executive is eligible to receive a
retirement benefit.
(c) "Earnings" means an Executive's "Considered Compensation" as
defined in the Company Retirement Plans.
(d) "Executive" means an employee who is selected by the Company to
receive a Supplemental Retirement Benefit under this Plan.
(e) "Retires" means when an Executive ceases to be an active regular
employee of the Company and is eligible to begin receiving payment of a
retirement benefit from the Company Retirement Plans.
(f) "Service" means the Executive's number of years of continuous
service as an employee of the Company as defined in the Company Retirement
Plans.
3. SUPPLEMENTAL RETIREMENT BENEFIT
Any Supplemental Retirement Benefit which is to be paid shall be
determined using the following guidelines:
FIRST, the benefit(s) to which the Executive is entitled under the Company
Plans shall be determined.
SECOND, such benefit shall be determined as if the limitations of Code
Sections 415 and 401(a) (17), and any provisions of such Plan incorporating such
limitations, were inapplicable to those Company Retirement Plans which are
defined benefit plans.
THIRD, the amount of the Supplemental Retirement Benefit shall be
determined by subtracting the amounts determined under the SECOND paragraph
above from the amount determined under the FIRST paragraph above. See Exhibit A
for examples of this calculation.
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For purposes of the foregoing, the following assumptions and rules shall
apply:
(a) The same benefit payment commencement date shall be used to
determine (i) the amount of Executive's accrued benefit under the Company
Retirement Plans, and (ii) the amount of Executive's Supplemental
Retirement benefit.
(b) Each of the calculations of a benefit shall be made based upon
payment in the form of a single-life annuity.
(c) In the event one or more of the Company Retirement Plans from
which Executive is entitled to receive a retirement benefit is other than
a defined benefit plan (as defined in Paragraph (35) of Section 3 of the
Employee Retirement Income Security Act of 1974, as amended) for purposes
of determining the Supplemental Retirement Benefit, Executive's benefit
from such Company Retirement Plans shall be converted to the actuarial
equivalent of a single-life annuity. For such purpose, the Pension
Benefit Guaranty Corporation (PBGC) interest rate and mortality tables in
effect at the time payment of the Supplemental Retirement Benefit is to
commence shall be used.
(d) When calculating the amount of any benefit payable under the
Company Retirement Plans, all provisions applicable to such benefit shall
be applied, such as early retirement benefit reduction factors with
respect to early retirement benefits payable prior to normal retirement
age.
In the event any of the Company Retirement Plans is amended, the Company
will review each such amendment and, in its sole discretion, make such changes
as it determines to be appropriate in
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the Supplemental Retirement Benefit Plan and any calculation to be made in
connection therewith.
4. PAYMENT
Any Supplemental Retirement Benefit which the Company determines to be
payable pursuant to Section 3 hereof shall be paid on the same date that
payments commence to such Executive under the defined benefit Company Retirement
Plan in which such Executive is a participant. The form of such payment shall be
the same as any one of the forms of benefit elected by and payable to such
Executive under such defined benefit Company Retirement Plan. Notwithstanding
the foregoing, however, the Supplemental Retirement Benefit payable to the
Executive shall be paid in the form of a lump sum if its actuarial value,
calculated according to the actuarial assumptions in such defined benefit
Company Retirement Plan, does not exceed $3,500.
5. NO FUNDING OBLIGATION
Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to set aside funds to provide a Supplemental Retirement
Benefit to Executive. Any Supplemental Retirement Benefit which the Company
determines to be payable shall be provided only out of the Company's general
assets and shall be an unsecured, unfunded obligation of the Company.
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6. EXAMPLES ARE NOT BINDING
The examples attached hereto as Exhibit A are for illustrative purposes
only and shall not in any way be construed to create any obligation on the part
of the Company.
7. MISCELLANEOUS
Participation under this Plan shall not give any employee the right to be
retained in the employ of the Company. The headings are inserted for the
convenience of reference only and are to be ignored in any construction of the
Plan. In the construction of this Plan the masculine shall include the feminine
and the singular the plural in all cases where such meanings would be
appropriate.
Executed this 11th day of May 1992.
SAUER-SUNDSTRAND COMPANY
By: /s/ Michael J. Draper
-------------------------------------
Michael J. Draper, President
ATTEST:
By: /s/ Kenneth D. McCuskey
----------------------------------
Kenneth D. McCuskey, Secretary
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EXHIBIT A
EXAMPLE #1
ASSUMPTIONS:
- Executive participates only in the Sauer-Sundstrand Employees' Retirement
Plan, and no other Company Retirement Plan.
- Executive has attained the normal retirement age of 65.
- Executive's average monthly pay for the highest sixty (60) consecutive
months of his employment with the Company prior to his retirement is
$20,000.00.
- Executive's Covered Compensation is $1,414.00.
- Executive has 30 Years of Participation.
DETERMINATION OF SUPPLEMENTAL RETIREMENT BENEFIT:
1. Benefit to which Executive is entitled under the Company Retirement Plan:
a. Maximum monthly compensation taken into account
under Code Section 401(a)(17) for 1991 ...................$18,518.33
b. Thirty Years of Participation times
two percent .............................................. 60%
c. 60% of $18,518.33 ........................................$11,111.00
CALCULATION OF OFFSET:
d. Thirty Years of Participation times
0.6% ..................................................... 18%
e. Monthly Covered Compensation .............................$ 1,414.00
f. 18% of $1,414.00 .........................................$ 254.52
g. Total monthly benefit
($11,111.00-$254.52) .....................................$10,856.48
h. Code Section 415 monthly limit for 1991 ..................$ 9,080.25
1. Actual benefit (lesser of g or h) ........................$ 9,080.25
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EXHIBIT A - Page 2
2. Benefit to which Executive would be entitled under Company Retirement
Plan, ignoring Code Sections 401(a)(17) and 415:
a. Thirty Years of Participation times
two percent .............................................. 60%
b. 60% of $20,000.00 ........................................$12,000.00
CALCULATION OF OFFSET:
c. Thirty Years of Participation times
0.6% ..................................................... 18%
d. Monthly Covered Compensation .............................$ 1,414.00
e. 18% of $1,414.00 .........................................$ 254.52
f. Total monthly benefit
($12,000.00 - $254.52) ...................................$11,745.48
3. Supplemental Retirement Benefit:
$11,745.48 (from 2 above) - 9,080.25 (from 1 above) = ..........$ 2,665.23
EXAMPLE #2
ASSUMPTIONS:
- The same as for Example #1 except Executive has attained age 63 and elects
to begin receiving an early retirement benefit.
DETERMINATION OF SUPPLEMENTAL RETIREMENT BENEFIT:
1. Retirement benefit provided under the Company Retirement Plan:
Determined the same as in Example #1 except reduced to reflect early
retirement and early benefit commencement:
a. $10,856.48 - $1,302.78 (24 months @
.5%/mo. = 12% reduction) = ...............................$ 9,553.70
b. The monthly benefit limitation under Code
Section 415 for benefits commencing after
age 62 but two years prior to Social
Security Retirement Age: $9,080.25 -
$1,207.67 (24 months @ 5/9%/mo. =
13.3% reduction) = .......................................$ 7,872.58
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EXHIBIT A - Page 3
c. Total benefit (lesser of a or b) = .......................$ 7,872.58
2. Retirement benefit provided under the Company Retirement Plan, ignoring
Code Sections 401(a)(17) and 415:
Determined the same as in Example #1 except reduced to reflect early
retirement and early benefit commencement:
$11,745.48 - $1,409.46 (24 months @ .5%/mo. =
12% reduction) = $10,336.02.
3. Supplemental Retirement Benefit:
$l0,336.02 (from 2 above) - $7,872.58 (from 1 above) = ..........$2,463.44
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