MAS » Topics » Retirement Plans

This excerpt taken from the MAS DEF 14A filed Apr 8, 2009.
Retirement Plans
 
If retirement at or after age 65, or voluntary or involuntary termination of employment had occurred at December 31, 2008, all of the named executive officers would be fully vested in the values shown in the last column of the 2008 Pension Plan Table together with all amounts in column C in the table entitled 2008 Non-qualified Deferred Compensation Plan, and benefits would become payable pursuant to the plans (e.g., with benefits under defined benefit plans reduced for joint-life pension options and for payments commencing after age 55 and prior to age 65, and with no payments made prior to age 65 under the SERP — see Retirement above); provided, however, in the case of voluntary or involuntary termination of employment at that date, the amounts for the SERP otherwise shown in the Pension Plan Table for Messrs. DeMarie and Sznewajs would have been reduced to their vested benefit (42% and 32%, respectively). As noted above, other than in the case of an alternate change in control or change in control under the SERP, the values shown in the Pension Plan Table would be paid as monthly annuities and not as lump sums. In addition, upon retirement or voluntary or involuntary termination of employment, each named executive officer would be entitled to a distribution of his vested account in the Company’s tax-qualified profit sharing and 401(k) savings plans (each such officer is presently 100% vested in these accounts).
 
If death had terminated the employment of any of the named executive officers at December 31, 2008, the surviving spouse would receive an annual pension benefit calculated as (i) the value of the benefits from defined benefit pension plans shown in the 2008 Pension Plan Table (actuarially adjusted for the joint-survivor coverage effective under these plans) other than the SERP plus distributions from the Company’s defined contribution plans (the defined contribution portion of the BRP and the Qualified Profit Sharing Plan) (collectively, the “offsets”) plus (ii) 45% of the value shown in the 2008 Pension Plan Table for the SERP reduced by the foregoing offsets, yielding annual survivor’s pensions in the case of death of Mr. Wadhams $466,553; Mr. Sznewajs $237,939; Mr. Manoogian $816,375; Mr. DeMarie $370,220; Mr. Anderson $178,336; Mr. Leekley $313,142; and Mr. Gargaro $152,133.
 
If disability terminated the employment of any of the named executive officers, as a salaried employee he would receive a disability benefit of 60% of the base salary amount shown in the second column of the Summary Compensation Table, with a maximum benefit of $120,000 per year. If disability had occurred at December 31, 2008, each of the named executive officers (other than Messrs. Manoogian, Leekley and Gargaro, each of whom was older than age 65 at December 31, 2008) would have received the disability benefit described in the fourth paragraph of Other Non-qualified Deferred Compensation — SERP, which after reduction by the foregoing $120,000 benefit, would have resulted in an annual disability benefit of $1,392,000 for Mr. Wadhams; $387,300 for Mr. Sznewajs; $870,000 for Mr. DeMarie; and $307,200 for Mr. Anderson. Such payments would terminate upon the earlier to occur of death, recovery from disability or attainment of age 65, whereupon the retirement, termination or death provisions as described in the two preceding paragraphs would become effective.
 
In addition to the retirement benefits described above and under “Retirement”, there is provision for post-retirement medical benefits for the named executive officers and their spouses as described under “Other Non-qualified Deferred Compensation — SERP.”
 
Retirement Plans
 
We have a Qualified Profit Sharing Plan and a Qualified Pension Plan that cover many salaried employees, including the named executive officers. As in many other companies, we also maintain a complementary non-qualified Benefits Restoration Plan, which has both defined benefit and defined contribution components, to restore for all participants benefits that otherwise would be limited under the Internal Revenue Code. As described below, the named executive officers are also covered by the non-qualified Supplemental Executive Retirement Plan that supplements the benefits provided under our other retirement plans.

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Qualified and Non-qualified Pension Plans
 
The Qualified Pension Plan and the defined benefit portion of the Benefits Restoration Plan provide that at normal retirement age (65) participants in these plans will receive for life (with five years certain) a monthly benefit equal to 1/12th of the participant’s Final Average Compensation (equal to the average of the highest five consecutive January 1 annual base salary rates) times a maximum of 30 years of credited service times 1.1%, with a small additional annual benefit for credited service prior to July 1, 1971. Vesting occurs after five full years of employment, and all of the named executive officers are fully vested. These plans’ benefit amounts, set forth in the table below, are not subject to reduction for social security benefits or for other offsets, except to the extent that pension or equivalent benefits are also payable under a prior affiliate’s plan (see Note 1 to the table). Other than Messrs. DeMarie and Sznewajs, who are younger than age 55, each of the named executive officers who is younger than 65 would be eligible for a reduced early retirement benefit that is available to any plan participant age 55 or older who is vested. Reduction factors for pension commencement prior to age 65 would result in a benefit reduced by one-third at age 60, or by one-half at age 55. A disability benefit equal to the accrued benefit is payable to a participant disabled after ten or more years of service. There are no “premium” early retirement subsidies available under these plans for the named executive officers.
 
Qualified and Non-qualified Defined Contribution Plans
 
The Company maintains a tax-qualified profit sharing plan for a number of its employees, including the named executive officers. Contributions are discretionary, and for both 2006 and 2007 such contributions along with the book entry allocations described in the table below in column A, are included as part of “All Other Compensation” in the Summary Compensation Table. (Neither columns B nor C appear in the Summary Compensation Table for either 2006 or 2007.) Under the defined contribution portion of the Benefits Restoration Plan the Company makes allocations for each participant, including the named executive officers, reflecting defined contribution amounts utilizing the amount of base salary that exceeds the Internal Revenue Code’s limitations applicable to our Qualified Profit Sharing Plan, together with amounts reflecting pro-forma earnings on prior years’ allocations. These allocations are maintained in book entry form in a Company account in each participant’s name and are not funded. Company contributions made to the Qualified Profit Sharing Plan plus the contributions allocated to the Benefits Restoration Plan are limited to a combined maximum of 7% of base salary. The pro-forma earnings are credited to the book entry accounts based on the performance reported by the several mutual fund offerings which are available to all plan participants in our Qualified Profit Sharing Plan. Payout options from these profit sharing plans include a lump sum, or an installment payment option following termination; the Qualified Profit Sharing Plan also permits such distributions after attainment of age 591/2 and prior to termination. The following table shows for each named executive officer (A) the amount of the book entry allocation to the participant’s Benefits Restoration Plan account made by the Company for 2007, (B) the amount of pro-forma earnings credited to the participant’s account, and (C) the account’s ending balance at the date shown.
 
This excerpt taken from the MAS DEF 14A filed Apr 10, 2007.
Retirement Plans
 
We have a qualified profit sharing plan and a qualified pension plan that cover many salaried employees, including the executives. As in many other companies, we also maintain a complementary non-qualified Benefits Restoration Plan, which has both defined benefit and defined contribution components, to restore for participants benefits which otherwise would be limited by Internal Revenue Code provisions applicable to the tax-qualified plans. As described below, the named executive officers are also covered by the non-qualified Supplemental Executive Retirement Plan which supplements, but is integrated with the benefits provided under, our other retirement plans.
 
Qualified Pension Plan
 
At normal retirement age (65), participants will receive for life (with five years certain) a monthly benefit equal to 1/12th of the participant’s Final Average Compensation (equal to the average of the highest five consecutive January 1 annual base salary rates) times a maximum of 30 years of credited service times 1.1%, with a small additional annual benefit for credited service prior to July 1, 1971. Vesting occurs after five full years of employment, and all of the named executive officers are fully vested. The qualified Pension Plan benefit amounts set forth in the table below are not subject to reduction for social security benefits or for other offsets, except to the extent that pension or equivalent benefits are also payable under a prior affiliate’s plan (see footnote (1) to the table). Each of the named executive officers who is younger than 65 would be eligible for a reduced early retirement benefit which is available to any plan participant age 55 or older who is vested. Reduction factors for pension commencement prior to age 65 (applicable both to the qualified Pension Plan and to the defined benefit portion of the Benefits Restoration Plan) are 5/9 and 5/18 of one percent reduction for each month, respectively for the months from ages 60 to 65, and for the months from ages 55 to 60, for a total early commencement reduction of 50% at age 55. A disability benefit equal to the accrued benefit is payable to a participant disabled after ten or more years of service. There are no “premium” early retirement subsidies available under these plans for the named executive officers.
 
Benefits Restoration Plan
 
The defined benefit portion of the non-qualified Benefits Restoration Plan is similar to the qualified Pension Plan. As noted below in footnote (1) to the table, the payment timing, form, early retirement and other options for this Plan are the same as for the qualified Pension Plan.


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Table of Contents

 
Qualified and Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
 
The Company maintains a tax qualified profit sharing plan for a number of its employees, including the named executive officers. Contributions are discretionary, may not exceed 7% of base salary, and for 2006 such contributions along with the book entry allocations described below, are included with “All Other Compensation” in the Summary Compensation table. Under the defined contribution portion of the Benefits Restoration Plan the Company makes allocations for each participant, including the named executive officers, reflecting defined contribution amounts utilizing base salary that would exceed the Internal Revenue Code’s limitations applicable to our qualified profit sharing plan, together with amounts reflecting pro-forma earnings on prior years’ allocations. These allocations are maintained in book entry form in a Company account in each participant’s name. The Plan limits Company contributions made to the qualified profit sharing plan plus the allocations in excess of qualified plan limitations which are made to the Benefits Restoration Plan, to a combined maximum of 7% of base salary. The pro-forma earnings are credited to the book entry accounts based on the performance reported by the several Fidelity Freedom Fund® offerings which are available to all plan participants in our qualified profit sharing plan. These book entry allocations are not funded. Payouts from this portion of the Benefits Restoration Plan are available on the same basis as distributions from the Company’s qualified profit sharing plan, which may include a lump sum, or an installment payment option following termination although, the qualified profit sharing plan also permits such distributions after attainment of age 591/2 and prior to termination. The following table shows for each named executive officer (A) the amount of the book entry allocation to the participant’s Benefits Restoration Plan account made by the Company for 2006, (B) the amount of pro-forma earnings credited to the participant’s account, and (C) the account’s ending balance at the date shown.
 
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