Wal-Mart 10-K 2011
Documents found in this filing:
WAL-MART STORES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(January 1, 2009)
TABLE OF CONTENTS
WAL-MART STORES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The purpose of this Supplemental Executive Retirement Plan is to supplement the Wal-Mart Profit Sharing and 401(k) Plan and the Wal-Mart Puerto Rico Profit Sharing and 401(k) Plan. This Plan shall be interpreted and applied at all times in accordance with Code Section 409A, and guidance issued thereunder.
This Plan was initially effective January 31, 1990. The Plan has been amended from time to time, most recently effective January 1, 2008. The Plan is hereby further amended and restated as of January 1, 2009.
The Plan is intended to be (and shall be administered as) an unfunded employee pension plan benefiting a select group of management or highly compensated employees under the provisions of ERISA. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. Any and all payments under the Plan shall be made solely from the general assets of Wal-Mart. A Participants interests under the Plan do not represent or create a claim against specific assets of Wal-Mart or any Affiliated Company. Nothing herein shall be deemed to create a trust of any kind or create any fiduciary relationship between the Committee, Wal-Mart or any Affiliated Company and a Participant, a Participants Beneficiary or any other person. To the extent any person acquires a right to receive payments from Wal-Mart under this Plan, such right is no greater than the right of any other unsecured general creditor of Wal-Mart.
Except as otherwise expressly provided below, capitalized terms used in the Plan shall have the same meanings as set forth for such terms in the Profit Sharing and 401(k) Plan, and such Profit Sharing and 401(k) Plan definitions and operative terms are incorporated herein by reference. Should there be any conflict between the meanings of terms used in the Plan and the meaning of terms used in the Profit Sharing and 401(k) Plan, the meaning as set forth in the Plan shall prevail.
- 2 -
The following individuals shall be eligible to participate in the Plan:
- 3 -
Notwithstanding the above, Participants shall not include Profit Sharing and 401(k) Plan participants who are primarily compensated on a commission basis.
An eligible individual under Section 3.1 shall become a Plan Participant on the later of:
Once amounts are credited to a Participants Account under Section 4.2, such individual shall remain a Participant until his or her Account is distributed in full in accordance with Article V; provided, however, in order for the Participants Account to be credited with employer contributions credits and/or forfeitures for a Plan Year, the Participant must satisfy the requirements of Section 4.2 for such Plan Year.
PLAN ACCOUNTS AND CREDITS
A Participants Account shall be used solely as a measuring device to determine the amount (if any) to be paid to a Participant. No amounts shall actually be set aside with respect to any Account. All amounts at any time attributable to an Account shall be, and remain, the sole property of Wal-Mart. A Participants rights hereunder are limited to the right to receive Plan benefits as provided herein. An Account represents an unsecured promise by Wal-Mart to pay the benefits provided by the Plan.
As of the last day of each Plan Year, Wal-Mart shall credit to each Participants Account the sum of the following amounts:
- 4 -
The amount credited to a Participants Account under (a) and/or (b) above shall be calculated using the same percentage on which the Participants Profit Sharing and 401(k) Plan allocations of employer contributions and forfeitures for the Plan Year were determined. Notwithstanding anything in this Section 4.2 to the contrary, in no event will an initial contribution be made to a Participants Account unless the aggregate of such initial contribution is at least fifty dollars ($50).
Except as otherwise provided in Article V, each Account shall be adjusted as of each Valuation Date based on the overall rate of return on the Participants accounts in the Profit Sharing and 401(k) Plan since the preceding Valuation Date or, if the Participant did not have any accounts in the Profit Sharing and 401(k) Plan for any portion of the period since the preceding Valuation Date, based on the rate of return of the default investment option as in effect under the Profit Sharing and 401(k) Plan since the preceding Valuation Date.
PAYMENT OF PLAN BENEFITS
- 5 -
Upon a Participants Separation from Service for reasons other than Retirement, Disability or death, the Participants Account shall be distributed to the Participant in a lump sum cash payment during the 90-day period commencing on the Participants Pay Date. The lump sum amount distributed shall be the sum of: (a) the value of the Participants Account as of the Participants Pay Date, valued in accordance with Section 4.3, but using the Participants Pay Date as the last Valuation Date, multiplied by the Participants Vested Percentage, and (b) interest on the amount determined in (a) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the Participants Pay Date through the date of distribution.
A Participant may, by written or electronic instrument delivered to the Committee in the form prescribed by the Committee, designate primary and contingent beneficiaries to receive any benefit payments which may be payable under this Plan following the Participants death, and may designate the proportions in which such beneficiaries are to receive such payments. A Participant may change such designation from time to time and the last written designation filed with the Committee prior to the Participants death will control. In the event no beneficiaries are designated, or if the designated beneficiaries die before the Participants Account is distributed, the Account shall be paid to the Participants beneficiary given effect with respect to the Participants Profit Sharing Contribution Account under the Profit Sharing and 401(k) Plan, whether an affirmative or default election. In the event the Participant has a beneficiary designation in effect with respect to a Profit Sharing Contribution Account under both the Wal-Mart Profit Sharing and 401(k) Plan and the Wal-Mart Puerto Rico Profit Sharing and 401(k) Plan, the beneficiary designation for the Plan in which the Participant was a participant immediately preceding his or her death shall apply.
- 6 -
In no event shall benefits hereunder be payable to a Participant prior to the Participants Separation from Service.
GROSS MISCONDUCT REDUCTION IN PLAN BENEFITS
Notwithstanding anything herein to the contrary, a Participants Plan benefits are contingent upon the Participant not engaging in Gross Misconduct while employed with Wal-Mart or any Employer, or during such additional period as provided in Wal-Marts Statement of Ethics. In the event the Committee determines that a Participant has engaged in Gross Misconduct, the Participants Account shall be recalculated as if no employer contributions and/or forfeitures were credited to the Participants Account under Section 4.2 (including adjustments for earnings or losses thereon under Section 4.3) on or after January 31, 1996. Notwithstanding anything herein to the contrary, such a Participants Plan benefits (if any) shall be based upon the amount recalculated under the preceding sentence. Any payments received hereunder by a Participant (or the Participants Beneficiary) are contingent upon the Participant not engaging (or not having engaged) in Gross Misconduct while employed with Wal-Mart or any Employer, or during such additional period as provided in Wal-Marts Statement of Ethics. If the Committee determines, after payment of amounts hereunder, that the Participant has engaged in Gross Misconduct during the prescribed period, the Participant (or the Participants Beneficiary) shall repay to Wal-Mart any amount in excess of that to which the Participant is entitled under this Section 6.1.
The Committee is responsible for the management, interpretation and administration of the Plan. The Committee shall have discretionary authority with respect to the determination of benefits under the Plan and the construction and interpretation of Plan provisions. In such capacity, the Committee is granted the following rights and duties:
- 7 -
CLAIMS AND APPEALS PROCEDURES
A Participant or Beneficiary (claimant) who believes he or she is entitled to Plan benefits which have not been paid may file a written claim for benefits with the Committee within one (1) year of the Participants Separation from Service. If any such claim is not filed within one (1) year of the Participants Separation from Service, neither the Plan nor Wal-Mart or any Affiliated Company shall have any obligation to pay the disputed benefit and the claimant shall have no further rights under the Plan. If a timely claim for a Plan benefit is wholly or partially denied, notice of the decision will be furnished to the claimant by the Committee within a reasonable period of time, not to exceed sixty (60) days (or forty-five (45) days in the event of a claim involving a Disability determination), after receipt of the claim by the Committee. The Committee may extend the initial period up to any additional sixty (60) days (or thirty (30) days, in the case of a claim involving a Disability determination), provided the Committee determines that the extension is necessary due to matters beyond the Plans control and the claimant is notified of the extension before the end of the initial 60-day (or, as applicable, 45-day) period and the date by which the Committee expects to render a decision. (In the case of a claim involving a Disability determination, the Committee may extend this period for an additional thirty (30) days if the claimant is notified of the extension before the end of the initial 30-day extension.) Any claimant who is denied a claim for benefits will be furnished written notice setting forth:
- 8 -
To appeal a denial of a claim, a claimant or the claimants duly authorized representative:
A decision on review of a denied claim will be made by the Committee not later than sixty (60) days (or forty-five (45) days in the event of a claim involving a Disability determination) after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered within a reasonable period of time, but not later than one hundred twenty (120) days (or ninety (90) days in the event of a claim involving a Disability determination) after receipt of a request for review. The decision on review will be in writing and shall include the specific reasons for the denial and the specific references to the pertinent Plan provisions on which the decision is based.
- 9 -
Wal-Mart, by action of the Committee, reserves the right to amend, suspend or to terminate the Plan in any manner that it deems advisable. Notwithstanding the preceding sentence, the Plan may not be amended, suspended or terminated to cause a Participant to forfeit his or her then-existing Account. In the event of a complete or partial termination of the Plan, the Vested Percentage applicable to the Accounts of the Participants affected by such complete or partial termination shall be 100%, and such Accounts shall be paid at the time and in the manner provided in Article V (subject to the provisions of Article VI). No amendment or termination of the Plan may accelerate the date of payment of a Participants benefit as provided herein except as permitted by law.
Notwithstanding the preceding, Wal-Mart may, by action of the Committee within the thirty (30) days preceding or twelve (12) months following a change in control (within the meaning of Code Section 409A) of a relevant affiliate, partially terminate the Plan and distribute benefits to all Participants involved in such change in control within twelve (12) months after such action, provided that all plans sponsored by the service recipient immediately after the change in control which are required to be aggregated with this Plan pursuant to Code Section 409A are also terminated and liquidated with respect to each Participant involved in the change in control.
The rights of a Participant to the payment of benefits as provided in the Plan may not be assigned, transferred, pledged or encumbered or be subject in any manner to alienation or anticipation. No Participant may borrow against his or her interest in the Plan. No interest or amounts payable under the Plan may be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, whether voluntary or involuntary, including but not limited to, any liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of any Participant.
Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of Wal-Mart or any Affiliated Company in the Participants current position or in any other capacity.
To the extent required by law, Wal-Mart or an Affiliated Company shall withhold from a Participants current compensation such taxes as are required to be withheld for employment taxes. To the extent required by law, Wal-Mart or an Affiliated Company shall withhold from a Participants Plan distributions such taxes as are required to be withheld for federal, Puerto Rican, state or local government income tax purposes.
- 10 -
Each Participant (or the Participants Beneficiaries or estate) is solely responsible for the payment of all federal, Puerto Rican, state, and local income and excise taxes resulting from the Participants participation in this Plan.
The provisions of this Plan are binding upon and inure to the benefit of Wal-Mart, each Affiliated Company which then has a Participant in the Plan, their successors and assigns, and each Participant, such Participants Beneficiaries, heirs, and legal representatives.
This Plan shall be subject to and construed in accordance with the laws of the State of Arkansas to the extent not preempted by federal law.
- 11 -