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This excerpt taken from the DAN DEF 14A filed Mar 19, 2009. Pension
and Retirement Plans
Mr. Yost is eligible to receive a non-qualified supplement
retirement benefit under his supplemental executive retirement
plan that was created when he became our Executive Vice
President and Chief Financial Officer in May 2008. Under the
terms of Mr. Yosts supplemental executive retirement
plan, Dana created a notional defined contribution account that
was unfunded and subject to the claims of Danas general
creditors. Dana credits Mr. Yosts account as follows:
(a) 20% of Mr. Yosts annual base pay; and
(b) 20% of Mr. Yosts annual incentive plan
award; less (c) the basic credit provided to Mr. Yost
under Danas SavingsWorks (401k) plan (without regard to
any matching contributions). Dana credits the accumulated
balance in his account with an annualized return of 5%
compounded annually. Once Mr. Yost satisfies a three-year
vesting requirement, he will be eligible to receive the
accumulated balance of his account when his employment with Dana
ceases. Additionally, after 3 years of service with Dana,
or, if earlier, while employed by Dana, Mr. Yost:
(a) dies; (b) becomes disabled; (c) is terminated
without cause; or (d) resigns for good reason,
Mr. Yosts interest in his account will vest and the
accumulated balance will be payable to him (or his beneficiary
in the event of death) in a lump sum amount.
Under the terms of Mr. Goettels German Pension
Benefit Obligation Plan, if he continues employment with Dana to
normal retirement age, as determined by German law, he will
receive a retirement benefit of $1,682,215. If Mr. Goettel
terminates his employment, either voluntarily or involuntarily,
the contribution to his pension plan will be discontinued, but
would be available to him at normal retirement age. If
Mr. Goettel dies, his widow would be entitled to 100% of
the pension value on the date of his death. If Mr. Goettel
dies and he does not have a widow, his child would receive 50%
of the pension value of the date of his death, if the child is
under 18 years of age or under 27 years of age and
attending an educational institute. If none of these situations
are the case, the pension value remains with Dana.
Mr. Stanage has an individual supplemental executive
retirement plan designed to provide him with certain
non-qualified retirement benefits forfeited when he terminated
his prior employment to join Dana. Under the terms of
Mr. Stanages plan, if he continues employment with
Dana to his normal retirement age (age 62), he will receive
a normal retirement benefit of $2,095,500 payable in a lump sum.
If Mr. Stanage dies, becomes disabled or is involuntarily
terminated from employment by Dana for any reason other than
cause (as defined in the plan) before he reaches
age 62, he (or his estate) will be entitled to a portion of
his normal retirement benefit (not exceeding 100%) equal to the
greater of (i) his normal retirement benefit multiplied by
a fraction, the numerator of which is his years of credited
service (as shown in the above table) and the denominator of
which is 15 and 4/12, or (ii) 50% of his normal retirement
benefit. If, after August 29, 2010, but prior to
age 62, Mr. Stanage elects to retire or resign
voluntarily or his employment is terminated by Dana for cause,
in lieu of any other benefit payable under the plan, he will be
entitled to a pro rata portion (not exceeding 100%) of his
normal retirement benefit, calculated by multiplying his normal
retirement benefit by a fraction, the numerator of which is his
years of credited service and the denominator of which is 15 and
4/12. Mr. Stanages normal retirement benefit will
become fully vested in the event of a change in
control of Dana (as defined in the plan and subject to IRC
Section 409A) and he will be entitled to a lump sum payment
within 30 days.
This excerpt taken from the DAN 10-K filed Mar 14, 2008. Pension and
Retirement Plans
Mr. Burns is eligible to receive a supplemental retirement
benefit under his employment agreement, which is discussed under
Executive Agreements. Under this arrangement, in
2004, Dana established a notional account on
Mr. Burns behalf and credited $5,900,000 to that
account. The initial credit was intended to provide
Mr. Burns with the non-qualified retirement benefit that he
forfeited when he terminated his prior employment to join Dana.
Annual service-based credits and interest credits are made to
this account each year as if Mr. Burns were participating
in the CashPlus Plan (discussed below), without regard to
certain legal limits on compensation and benefits that apply to
the CashPlus Plan. For the purpose of determining the annual
service-based credits, Mr. Burns is deemed to have
completed 30 years of service with Dana. As a result, the
annual service-based credit Mr. Burns earns each year is
equal to 6.4% of his earnings, up to one-fourth of the social
security wage base for the year ($97,500 for 2007), plus an
additional 12.8% of his earnings in excess of this threshold.
Interest credits to his notional account were credited for 2007
at the same 5.0% rate used for interest credits under the
tax-qualified CashPlus Plan. The benefit payable to
Mr. Burns under this arrangement will be offset by the
vested account balance he has under our SavingsWorks Plan, other
than the portion of such balance attributable to his elective
deferrals. The balance credited to Mr. Burns notional
account is subject to a five-year vesting requirement (with
partial acceleration in the event of termination of his
employment by Dana without cause or by Mr. Burns for good
reason, or his death or disability).
The Dana Corporation Retirement Plan (the CashPlus Plan) was a
cash balance plan (a type of non-contributory defined benefit
pension plan in which the participants benefits were
expressed as individual accounts). The normal retirement age
under this plan was 65. Benefits under the plan were computed as
follows. During each year of participation in the plan, a
participating employee earned a service credit equal to a
specified percentage of his or her earnings (as defined in the
plan) up to one-quarter of the Social Security taxable wage
base, plus a specified percentage of his or her earnings above
one-quarter of the taxable wage base. The percentages increase
with the length of Dana service. A participant with 30 or more
years of service received the maximum credit (6.4% of earnings
up to one-quarter of the taxable wage base, plus 12.8% of
earnings over one-quarter of the taxable wage base). Benefit
accruals under the CashPlus Plan were frozen on July 1,
2007, so that no additional service credits accrued thereafter.
In connection with our reorganization, Dana assumed
Mr. Burns employment agreement with certain
modifications to his supplemental retirement benefit. As
modified, (i) Dana assumed 60% of the benefit accrued for
Mr. Burns as of March 3, 2006 and (ii) the
remaining 40% of his accrued benefit remained an allowed general
unsecured claim in the Bankruptcy Cases. In addition, all
service credits and interest accrued
Table of Contents
to Mr. Burns notional account after March 3,
2006, were allowed as an administrative claim in the Bankruptcy
Cases.
Messrs. Miller and Stone have individual Supplemental
Executive Retirement Plans designed to provide them with certain
non-qualified retirement benefits forfeited when they terminated
their prior employment to join Dana.
Under the terms of Mr. Millers plan, if he continues
employment with Dana to his normal retirement (age 62), he
will receive a normal retirement benefit of $2,283,000 payable
in a lump sum, as well as an additional lump sum payment of
$200,000 in consideration for retiree healthcare protection he
forfeited upon joining Dana. If Mr. Miller dies, becomes
disabled or is involuntarily terminated from employment by Dana
for any reason other than cause (as defined in the
plan) before he reaches age 62, he (or his estate) will be
entitled to a portion of his normal retirement benefit (not
exceeding 100%) equal to the greater of (i) his normal
retirement benefit multiplied by a fraction, the numerator of
which is his years of credited service (as shown in the above
table) and the denominator of which is 10, or (ii) 75% of
his normal retirement benefit. If, after May 3, 2009, but
prior to age 62, Mr. Miller elects to retire or resign
voluntarily or his employment is terminated by Dana for cause,
in lieu of any other benefit payable under the plan, he will be
entitled to a pro rata portion (not exceeding 100%) of his
normal retirement benefit, calculated by multiplying his normal
retirement benefit by a fraction, the numerator of which is his
years of credited service and the denominator of which is 10.
Mr. Millers retirement benefit and the payment in
lieu of his prior retiree healthcare benefit will become fully
vested in the event of a change in control of Dana
(as defined in the plan and subject to Internal Revenue Code
Section 409A) and he will be entitled to a lump sum payment
within 30 days.
Under the terms of Mr. Stones plan, if he continues
employment with Dana to his normal retirement age (age 62),
he will receive a normal retirement benefit of $1,550,000,
payable in a lump sum. If Mr. Stone dies, becomes disabled
or is involuntarily terminated from employment by Dana for any
reason other than cause (as defined in the plan)
before he reaches age 62, he (or his estate) will be
entitled to a portion of his normal retirement benefit (not
exceeding 100%) equal to the greater of (i) his normal
retirement benefit multiplied by a fraction, the numerator of
which is his years of credited service (as shown in the above
table) and the denominator of which is 9, or (ii) 50% of
his normal retirement benefit. If, after June 27, 2010, but
prior to age 62, Mr. Stone elects to retire or resign
voluntarily or his employment is terminated by Dana for cause,
in lieu of any other benefit payable under the plan, he will be
entitled to a pro rata portion (not exceeding 100%) of his
normal retirement benefit, calculated by multiplying his normal
retirement benefit by a fraction, the numerator of which is his
years of credited service and the denominator of which is 9.
Mr. Stones normal retirement benefit will become
fully vested in the event of a change in control of
Dana (as defined in the plan and subject to Internal Revenue
Code Section 409A) and he will be entitled to a lump sum
payment within 30 days.
Under the terms of Mr. Goettels German Pension
Benefit Obligation Plan, if he continues employment with Dana to
normal retirement age, as determined by German law, he will
receive a retirement benefit of $1,400,990. If Mr. Goettel
terminates his employment, either voluntarily or involuntarily,
the contribution to his pension plan will be discontinued, but
would be available to him at normal retirement age. If
Mr. Goettel dies, his widow would be entitled to 100% of
the pension value on the date of his death. If Mr. Goettel
dies and he does not have a widow, his child would receive 50%
of the pension value of the date of his death, if the child is
under 18 years of age or under 27 years of age and
attending an educational institute. If none of these situations
are the case, the pension value remains with Dana.
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