Attached files
file | filename |
---|---|
8-K - Federal-Mogul Holdings LLC | v178258_8k.htm |
EX-10.3 - Federal-Mogul Holdings LLC | v178258_ex10-3.htm |
EX-10.1 - Federal-Mogul Holdings LLC | v178258_ex10-1.htm |
EX-10.4 - Federal-Mogul Holdings LLC | v178258_ex10-4.htm |
EX-99.1 - Federal-Mogul Holdings LLC | v178258_ex99-1.htm |
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
(KEY)
AMENDED AND RESTATED JANUARY 1,
2009
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
TABLE OF
CONTENTS
PAGE
|
|
ARTICLE
|
|
Definitions
|
2
|
Retirement
Benefits
|
5
|
Vesting
|
7
|
Payment
of Benefits
|
8
|
Administration
|
11
|
Miscellaneous
|
13
|
APPENDIX
|
|
Predecessor
Employers
|
A-1
|
Description
of Forms of Payment
|
B-1
|
Conversion
Formulas Used to Convert a Single Life Annuity To an Optional Form
of Payment
|
C-1
|
i
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
This is
the Federal-Mogul Corporation Key Executive Pension Plan for José Maria Alapont (the “Plan”). The
Plan became effective as of the Effective
Date (as defined in the Employment Agreement (the “Employment Agreement”) by and
between Federal-Mogul Corporation, a Michigan
corporation, and José Maria Alapont (“Executive”), dated as of the 2nd day of February 2005) and is being amended and restated
by Federal-Mogul Corporation, a Delaware corporation and successor to the
Michigan corporation (the “Corporation”), effective January 1, 2009 to be
compliant with the requirements of new Section 409A of the
Code.
This Plan is a Benefit Program administered under and
part of the Federal-Mogul Corporation Nonqualified Deferred Compensation
Plan.
The Plan
is intended to provide Executive with a target retirement benefit based upon
Executive’s:
(1)
|
average
earnings for the three consecutive years in his last five years of service
during which his compensation was the highest,
and
|
(2)
|
number
of Years of Service credited under this
Plan.
|
The
target retirement benefit is to be offset by certain other retirement benefits
provided to Executive, including under the Corporation’s qualified and nonqualified defined benefit retirement plans,
and retirement benefits provided by a predecessor employer under a qualified or
nonqualified defined benefit retirement
plan or retirement agreement.
The Plan
is intended to qualify as an unfunded plan maintained by the Corporation
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees as described in sections 201(2),
301(3), and 401(1) of the Employee Retirement Income Security Act of 1974, as
amended.
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
ARTICLE
I
DEFINITIONS
The
following terms shall have the following meanings when used in this Plan, unless
the context clearly requires otherwise:
1.1
|
“Accrued
Benefit” means the accrued benefit of Executive expressed in terms
of an annual single life annuity payable at his Normal Retirement Date,
determined under Section 2.1 based upon his Years of Service and Final
Average Compensation, reduced by certain retirement benefits to which he
is entitled.
|
1.2
|
“Actuarial
Equivalent” means the equivalent actuarial value calculated using
the interest and mortality assumptions in use by the Cash Balance Plan at
the time actuarial equivalence is determined, and such additional reasonable actuarial methods and assumptions as the Committee
may establish in its discretion.
|
1.3
|
“Annuity Starting
Date” means the first day of the first month for which an amount is
payable as an annuity.
|
1.4
|
“Beneficiary”
means Executive’s Lawful Spouse.
|
1.5
|
“Board” means
the board of directors of the
Corporation.
|
1.6
|
“Cash Balance
Plan” means the Personal Retirement Account schedule of the Federal-Mogul
Corporation Pension Plan, a qualified plan under section 401(a) of the
Code.
|
1.7
|
“Cause” shall
have the meaning set forth in the Employment
Agreement.
|
1.8
|
“Code” means the
Internal Revenue Code of 1986, as
amended.
|
1.9
|
“Committee”
means the Compensation Committee of the Board of Directors of the
Corporation.
|
2
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
1.10
|
“Compensation”
means the amount of Executive’s annual rate of base salary payable by the
Corporation as of January 1 of the Plan Year (or if Executive was not
employed by the Corporation on January 1 of such Plan Year, on the first
day in such Plan Year on which Executive was so employed), including any
amounts that would be paid to Executive but for Executive’s election under
a qualified cash or deferred arrangement under section 401(k) of the Code,
a cafeteria plan under section 125 of the Code, or any nonqualified deferred compensation plan
maintained by the Corporation, plus any bonus payable to Executive under
the Corporation’s annual incentive plan for services performed during the
Plan Year, regardless of whether paid to Executive during such Plan Year
or during a subsequent Plan Year. Compensation shall not
include any other compensation or amounts paid or payable to Executive,
including without limitation any allocations or contributions by the
Corporation under this Plan or any other plan, program or arrangement for
the benefit of its employees, any severance or change of control pay or
benefits, the payment of any Lost Bonus (as defined in the Employment
Agreement), incentive payments or proceeds of any long-term incentive plan
(other than declared bonus amounts paid or payable under the annual
incentive plan), fringe benefits (whether or not a fringe benefit within
the meaning of the Code), or any amounts identified by the Corporation as
allowances or reimbursements, regardless of whether such amounts are
treated as wages under the Code. In no event shall Compensation
include any amounts received by Executive from a Predecessor
Employer.
|
1.11
|
“Corporation”
means the Federal-Mogul Corporation, a Delaware corporation, and its
successors.
|
1.12
|
“Disability”
shall have the meaning set forth in the Employment
Agreement.
|
1.13
|
“Early Retirement
Date” means the date that Executive elects to retire, which date is
(i) prior to Executive’s Normal Retirement Date and (ii) on or after
Executive’s completion of twenty (20) Years of
Service.
|
1.14
|
“Effective Date”
shall have the meaning set forth in the Employment
Agreement.
|
1.15
|
“Employment
Agreement” shall mean the Employment Agreement by and between
Federal-Mogul Corporation and José Maria
Alapont dated as of the 2nd
day of February
2005.
|
1.16
|
“ERISA” means
the Employee Retirement Income Security Act of 1974, as
amended.
|
1.17
|
“Excess SERP”
means the Federal-Mogul Corporation Personal
Retirement Account Supplemental Executive Retirement Agreement, a
non-qualified deferred compensation plan maintained by the Corporation
effective as of January 1, 1989.
|
1.18
|
“Final Average
Compensation” means Executive’s average Compensation during the
three consecutive Plan Years (or his total period of employment, if
shorter) during which he has earned the highest Compensation in his last
five Years of Service (determined without regard to clause (i) within
Section 1.26), or his total period of employment, if
shorter. If Executive has been employed for fewer than three
full Plan Years, Executive’s Compensation for each partial year shall
include his target bonus under the Corporation’s annual incentive plan,
provided that a bonus under such plan was not otherwise declared for such
Plan Year.
|
3
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
1.19
|
“Good Reason”
shall have the meaning set forth in the Employment
Agreement.
|
1.20
|
“Lawful Spouse”
means the person to whom Executive (i) is legally married as of
Executive’s Annuity Starting Date and (ii) has been legally married for at
least twelve months prior to Executive’s Annuity Starting
Date.
|
1.21
|
“Normal Retirement
Date” means the date Executive reaches age
62.
|
1.22
|
“Plan” means
this Federal-Mogul Corporation Key Executive Pension Plan for José Maria Alapont, as it may be amended
from time to time.
|
1.23
|
“Plan Year”
means the calendar year.
|
1.24
|
“Predecessor
Employer” means an entity that employed Executive prior
to Executive’s employment with the Corporation from which
Executive is entitled to receive retirement
benefits. Predecessor Employers for purposes of this Plan shall
be listed on Appendix A.
|
1.25
|
“Predecessor Employer
Plan” means a qualified or non-qualified defined benefit plan or
retirement agreement maintained by a Predecessor
Employer.
|
1.26
|
“Separation from
Service” means
Executive’s separation from service with the Corporation, as described in
Treasury Regulation Section
1.409A-1(h).
|
1.27
|
“Year of
Service” means a twelve month period commencing on the Effective
Date, and each twelve month period commencing on each annual anniversary
of the Effective Date, during which Executive is employed by the
Corporation for at least one hour in each month of that period; provided,
however, that:
|
(i) during the five (5) year term of
the Employment Agreement, Executive’s Years of Service shall be calculated as
the product of (X) Executive’s Years of Service as determined under Section 1.26
above and (Y) four (4); provided, however, that this
clause (i) shall not apply in the event that Executive’s employment is
terminated during the five (5) year term of the Employment Agreement by the
Corporation for Cause or by Executive without Good Reason; and
(ii) in the event Executive’s
employment is terminated at any time by the Corporation without Cause, by
Executive for Good Reason or as a result of Executive’s Disability or death, for
all purposes of the Plan Executive shall be deemed to have been credited with
twenty (20) Years of Service.
4
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
ARTICLE
II
RETIREMENT
BENEFITS
2.1
|
Normal Retirement
Benefit. Upon Separation
from Service at his Normal Retirement Date, Executive shall be
entitled to an Accrued Benefit equal
to:
|
2.1.1
|
Fifty
percent (50%) of his Final Average Compensation, multiplied by a fraction
(not to exceed 1.0 in decimal form), the numerator of which is the number
of his Years of Service, and the denominator of which is twenty (20),
reduced by:
|
2.1.2
|
the
sum of “A” plus “B” plus “C”,
where:
|
|
“A”
equals the Actuarial Equivalent of Executive’s accrued benefit under the
Cash Balance Plan and any other qualified defined benefit pension plan
maintained by the Corporation, expressed in terms of an annual single life
annuity as of his Normal Retirement
Date;
|
|
“B”
equals the Actuarial Equivalent of Executive’s accrued benefit under the
Excess SERP and any other non-qualified defined benefit pension plan
maintained by the Corporation, expressed in terms of an annual single life
annuity as of his Normal Retirement Date;
and
|
|
“C”
equals the Actuarial Equivalent of Executive’s accrued benefit under a
Predecessor Employer Plan, expressed in terms of an annual single life
annuity as of his Normal Retirement Date, as set forth on Appendix
A.
|
2.2
|
Early Retirement
Benefit. Upon Separation from Service at his Early
Retirement Date, Executive shall be entitled to receive a benefit equal to
his Accrued Benefit determined under Section 2.1, based upon his Years of
Service and Final Average Compensation determined as of his actual
retirement date, reduced by one-half percent (0.5%) for each month by
which his Annuity Starting Date precedes his Normal Retirement
Date.
|
2.3
|
Late Retirement
Benefit. If Executive’s
Separation from Service occurs after his Normal Retirement Date, he
shall be entitled to receive a benefit equal to his Accrued Benefit
determined under Section 2.1, based upon his Years of Service and Final
Average Compensation determined as of his actual retirement date. The
amounts to be offset under Section 2.1.2 shall be the dollar amounts
determined as of his Normal Retirement
Date.
|
5
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
2.4
|
Disability
Benefit. If Executive’s Separation from Service occurs as a result
of his Disability, he shall be entitled to receive a benefit equal to his
Accrued Benefit determined under Section 2.1, based upon his Years of
Service and Final Average Compensation determined as of the date of his Separation from Service due to such
Disability, reduced as described in Section
2.2.
|
2.5
|
Death
Benefit. If Executive’s Separation from Service occurs as a result
of his death, his Beneficiary shall be entitled to receive a benefit equal
to his Accrued Benefit determined under Section 2.1, based upon his Years
of Service and Final Average Compensation determined as of the date of his Separation from Service, reduced as
described in Section 2.2.
|
6
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
ARTICLE
III
VESTING
3.1
|
Vesting Based on Years
of Service. Executive’s interest in his Accrued Benefit
shall become 100% vested when Executive has completed twenty (20) Years of
Service.
|
3.2
|
Vesting Based on
Termination. Notwithstanding Section 3.1, Executive’s
interest in his Accrued Benefit shall become 100% vested if Executive’s
Separation from Service occurs as a result
of termination by the Corporation without Cause, by Executive for
Good Reason or as a result of Executive’s Disability or
death.
|
3.3
|
Forfeiture. If
Executive’s employment is terminated by the Corporation for Cause or by
Executive without Good Reason, in each case before Executive has completed
twenty (20) Years of Service, Executive shall forfeit his Accrued Benefit
in its entirety.
|
7
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
ARTICLE
IV
PAYMENT
OF BENEFITS
4.1
|
Payment of Accrued
Benefit upon Retirement. Upon the Executive’s Separation from Service due to
his retirement on or after his Early or Normal Retirement Date,
Executive shall be entitled to receive his Accrued Benefit, as adjusted
under Section 2.2, if applicable. Such benefit shall commence
as soon as administratively practicable, but
in no event later than ninety (90) days, following the six month
anniversary of Executive’s retirement (or following Executive’s
retirement, if permitted under section 409A of the Code), unless, if
Executive elects to retire before his Normal Retirement Date, he made an
election, thirty (30) days prior to his Annuity Starting Date, to defer
payment until his Normal Retirement Date. Such election shall
be in writing and made on the form prescribed by the Committee for such
purpose.
|
4.2
|
Election of Benefit
Form. Executive shall receive his Accrued Benefit
payable under Section 4.1 or 4.3 in the form of a single life annuity (if
Executive is unmarried) or a 50% joint and survivor annuity (if Executive
is married) unless, thirty (30) days prior to his Annuity Starting Date,
Executive elects payment of his Accrued Benefit (as adjusted under Section
2.2 if applicable) in an Actuarial Equivalent annuity form made available
by the Committee and described in Appendices B and C. In no
event shall the Committee make available under this Plan a lump sum form
of payment. Such election shall be in writing and made on the
form prescribed by the Committee for such purpose. At any time
prior to thirty (30) days prior to his Annuity Starting Date, Executive’s
election with respect to the form of payment of his Accrued Benefit in an Actuarial Equivalent annuity form made
available by the Committee may be changed from time to time, to the
extent permitted under section 409A of the
Code.
|
4.3
|
Disability
Benefit. Unless an alternative form of payment was
elected under Section 4.2, as soon as administratively practicable, but in no event later than ninety (90)
days, following the six month anniversary of Executive’s
termination of employment as a result of his Disability (or following
Executive’s termination of employment, if permitted under section 409A of
the Code), Executive shall receive the disability benefit described in
Section 2.4 in the form of a single life annuity (if Executive is
unmarried) or a 50% joint and survivor annuity (if Executive is
married).
|
8
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
4.4
|
Death
Benefit. In the event of Executive’s termination of
employment as a result of his death, Executive’s Beneficiary
shall receive the death benefit described in Section 2.5 in the form of a
single life annuity. If Executive dies on or after his Annuity
Starting Date and Executive had elected or was entitled to, pursuant to
Section 4.2, a form of payment providing for a survivor benefit,
Executive’s Beneficiary shall receive such survivor
benefit. Payment shall commence as soon as administratively
practicable following the death of Executive, but in no event later than ninety (90) days
after such date.
|
9
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
In no
event shall any beneficiary other than Executive’s Lawful Spouse receive any
payment under the Plan. In the event of the death of Executive’s
Lawful Spouse on or after Executive’s Annuity Starting Date, no alternate or
contingent beneficiary shall receive a benefit under the Plan. In the
event of the divorce of Executive and his Lawful Spouse on or after the Annuity
Starting Date, such Lawful Spouse shall retain any right to receive any future
beneficiary payments pursuant to Executive’s benefit payment election in effect
as of the Annuity Starting Date. In the event Executive marries or
remarries after Executive’s Annuity Starting Date, the new spouse will have no
right to any benefits or payments under the Plan.
10
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
ARTICLE
V
ADMINISTRATION
5.1
|
Plan
Interpretation. The Committee shall have the authority
to interpret the Plan and to determine the amount, time, and form of
payment of benefits and other issues arising in the administration of the
Plan. Any construction or interpretation of the Plan and any
determination of fact in administering the Plan made in good faith by the
Committee shall be final and conclusive for all Plan
purposes. Benefits will be paid under the Plan only if the
Committee determines in its sole discretion that Executive or any
Beneficiary is entitled to the
benefits.
|
5.2
|
Claims
Procedure.
|
5.2.1
|
Initial
Determination. Upon presentation to the Committee of a
claim for benefits under the Plan within 90 days after the date the
claimant believes payment should have commenced, the Committee shall make
a determination of the validity thereof. If the determination
is adverse to the claimant, the Committee shall furnish to the claimant
within 90 days after the receipt of the claim a written notice setting
forth the following:
|
|
a)
|
the
specific reason or reasons for the
denial;
|
|
b)
|
specific
references to pertinent provisions of the Plan on which the denial is
based;
|
|
c)
|
a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and
|
|
d)
|
appropriate
information as to the steps to be taken if the claimant wishes to submit
his claim for review (including a statement that the claimant may bring a
civil action under section 502(a) of ERISA if his appeal is
denied).
|
5.2.2
|
Appeal
Procedure. In the event of a denial of a claim, the
claimant or his duly authorized representative may appeal such denial to
the Committee for a full and fair review of the adverse
determination. The claimant’s request for review must be in
writing and made to the Committee within 90 days after receipt by the
claimant of the written notification described in Section 5.2.1; provided, however, that
such 90-day period shall be extended if circumstances so
warrant. The claimant or his duly authorized representative may
submit issues and comments in writing which shall be given full
consideration by the Committee in its review. Upon request and
free of charge, the claimant or his duly authorized representative also
may have reasonable access to, and copies of, documents, records and other
information relevant to the claim. The Committee may, in its
sole discretion, conduct a hearing. A request for a hearing
made by the claimant will be given full consideration. At such
hearing, the claimant shall be entitled to appear and present evidence and
be represented by counsel.
|
11
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
5.2.3
|
Decision on
Appeal. A decision on a request for review shall be made
by the Committee not later than 60 days after receipt of the request;
provided,
however,
in the event of a hearing or other special circumstances, such decision
shall be made not later than 120 days after receipt of such
request. If it is necessary to extend the period of time for
making a decision beyond 60 days after receipt of the request, the
claimant shall be notified in writing of the extension of time prior to
the beginning of such extension. Such decision shall be
promptly provided to the claimant. If the claim is denied, the Committee’s
decision on review shall state in
writing:
|
|
a)
|
the
specific reason or reasons for the
denial;
|
|
b)
|
specific
references to pertinent provisions of the Plan on which the denial is
based;
|
|
c)
|
a
statement that the claimant is entitled, upon request and free of charge,
to reasonable access to, and copies of, documents, records and other
information relevant to the claim;
and
|
|
d)
|
a
statement that the claimant may bring a civil action under section 502(a)
of ERISA.
|
If it is determined that the claimant is entitled to any
additional benefit under the Plan, such additional benefit shall commence or be
paid no later than the end of the first calendar year in which the decision with
respect to such benefit is made by the Committee.
12
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
ARTICLE
VI
MISCELLANEOUS
6.1
|
No Effect on
Employment Rights. Nothing contained herein will confer
upon Executive the right to be retained in the service of the Corporation
nor limit the right of the Corporation to discharge
Executive.
|
6.2
|
Funding. The
Corporation may establish a grantor trust for the purpose of funding
benefits under this Plan. Any trust so created shall conform to
the terms of the model trust provided by the Internal Revenue Service as
described in Revenue Procedure 92-64. Notwithstanding the
establishment of such trust, it is the intention of the Corporation and
Executive that the Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA. The Plan constitutes a mere
promise by the Corporation to make payments in the future. To
the extent that Executive or any Beneficiary acquires a right to receive a
payment under this Plan, such right shall be no greater than the right of
any unsecured general creditor of the
Corporation.
|
6.3
|
Spendthrift
Provisions. No benefit payable under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, domestic relations order or charge prior
to actual receipt thereof by the payee; and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge prior to such
receipt shall be void; and the Corporation shall not be liable in any
manner for or subject to the debts, contracts, liabilities, engagements or
torts of Executive or any
Beneficiary.
|
6.4
|
Governing
Law. The Plan is established under and will be construed
according to the law of the State of Michigan, without regard to its
conflict of laws provisions, to the extent that such laws are not
preempted by ERISA and valid regulations promulgated
thereunder.
|
6.5
|
Integrated
Agreement. This Plan constitutes the entire agreement
and understanding between the Corporation and Executive with respect to
the provision of non-qualified retirement benefits to Executive in excess
of those available to Executive under the Excess SERP or any
other written agreement between the Corporation and Executive as to
non-qualified retirement
benefits.
|
13
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
6.6
|
Incapacity of
Executive. In the event Executive is declared
incompetent and a conservator or other person legally charged with the
care of the person or the estate of Executive is appointed, any benefits
under the Plan to which Executive is entitled shall be paid to the
conservator or other person legally charged with the care
of Executive. Except as provided in the preceding
sentence, should the Committee, in its discretion, determine that
Executive is unable to manage his personal affairs, the Committee may make
distributions to any person for the benefit of Executive, provided the
Committee makes a reasonable good faith judgment that such person shall
expend the funds so distributed for the benefit of
Executive. Any such payment shall constitute a discharge of the
Plan’s obligation to Executive to the extent of such
payment.
|
6.7
|
Taxes. Any
taxes imposed upon Executive shall be the sole responsibility of
Executive. The Corporation shall have the right to deduct from
Executive’s Compensation or any payment made pursuant to this Plan any
federal, state, local or other taxes applicable to the benefits provided
under this Plan, as the Committee may determine in its sole
discretion.
|
6.8
|
Severability. In
the event any provision of this Plan is invalid, in whole or in part, the
remaining provisions of this Plan shall be unaffected and shall remain in
full force and effect.
|
6.9
|
Amendment. The
Corporation reserves the right to amend this Plan by action of the Board
or the Committee when, in the sole opinion of the Board or the Committee,
an amendment is advisable. Any amendment shall be made pursuant
to a resolution of the Board or the Committee, as applicable, and shall be
effective as of the date set forth in the resolution. No
amendment shall directly or indirectly deprive Executive of all or any
portion of Executive’s Accrued Benefit considered to be accrued under the
Plan before the date of such
amendment.
|
|
The
Plan is intended to comply with provisions of section 409A of the Code,
and shall be interpreted and construed
accordingly. Notwithstanding any provision within the
immediately preceding paragraph, the Board or the Committee shall have
sole discretion and authority to amend the Plan at any time to satisfy any
requirements of section 409A of the Code or applicable guidance issued by
the United States Treasury, irrespective of the effect thereof on any
benefit or rights of Executive.
|
6.10
|
Successors. This
Plan shall be binding upon the Corporation and its successors and
assigns. The Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Corporation
to assume expressly and agree to perform the Corporation’s obligations set
forth in this Plan in the same manner and to the same extent as the
Corporation would be required to perform such obligations if no such
succession had taken place.
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14
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
6.11
|
Section 409A
Compliance. Notwithstanding anything
herein, no payment payable upon Executive’s Separation from Service shall
be made if Executive is determined by the Committee to be a “specified
employee” as defined in Section 409A(a)(2) of the Code and the regulations
issued thereunder until at least six months following Executive’s
Separation from Service. Any distribution delayed pursuant to
the immediately preceding sentence shall be paid to Executive as soon as
practicable after (and in no event later than the end of the Plan Year in
which such date occurs or, if later, the 15th day of the third calendar month following such
date) the date which is six (6) months after the date of Separation from
Service or, if earlier, the date of death of the
Executive.
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|
This Plan shall be interpreted and construed in a
manner that avoids the imposition of taxes and other penalties under
Section 409A of the Code. Notwithstanding the foregoing, under
no circumstances shall the Corporation be responsible for any taxes,
penalties, interest or other losses or expenses incurred by Executive due
to any failure to comply with Section 409A of the
Code.
|
15
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
To record
the adoption of this amendment and restatement of
the Plan, Federal-Mogul Corporation has caused its authorized officers to
affix their names and its seal this 31st day of December, 2008.
FEDERAL-MOGUL
CORPORATION
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|
/s/
Pascal Goachet
|
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Pascal Goachet
|
|
Senior Vice President, Human Resources and
Organization
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|
WITNESS:
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|
/s/
Robert L. Katz
|
|
Robert L. Katz
|
|
Senior Vice President and General
Counsel
|
16
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
Appendix
A
PREDECESSOR
EMPLOYERS
Ford
Motor Company
VALEO
DELPHI
IVECO
SpA
A-1
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
Appendix
B
DESCRIPTION
OF FORMS OF PAYMENT
Normal Form of
Payment
If you
are not married, your normal form of payment is the Single Life
Annuity. If you are married, your normal form of payment is the 50%
Joint and Survivor Annuity. Your Lawful Spouse is automatically deemed to be
your beneficiary. If you want to elect a form of benefit other than
your normal form of benefit, you must obtain your spouse's consent to this
election. This spousal consent must be in writing,
must acknowledge your election of an optional form of benefit, and must be
witnessed by a Notary Public.
Single Life Annuity
Option
This
option provides monthly payments for your lifetime. When you die,
payments stop and your spouse, heirs and your estate receive
nothing. This method of payment will provide the greatest lifetime
monthly payment from the Plan. If you are married and elect this
method, your spouse must consent to this election, witnessed by a Notary
Public.
Joint and Survivor Annuity
Option
This
method of payment is a monthly income payable for your lifetime. If
you pre-decease your spouse, your spouse will receive a reduced benefit in
accordance with your election (50%, 75% or 100%).
If you
are married, your normal form of payment is the 50% Joint and Survivor
Annuity. This option provides reduced monthly payments for your
lifetime, and when you die, your spouse will receive monthly payments for her
lifetime, which are equal to 50% of the monthly amount you were
receiving.
If you
are married and want to elect either the 75% or 100% Joint and Survivor Annuity
optional forms of payment, you must obtain your spouse's consent to this
election. This spousal consent must be in writing, must acknowledge
your election of an optional form of benefit, and must be witnessed by a Notary
Public.
Payments
stop at your death if your spouse predeceases you. If you die first,
payments will stop after the death of your spouse.
B-1
FEDERAL-MOGUL
CORPORATION
KEY
EXECUTIVE PENSION PLAN
FOR
JOSÉ MARIA ALAPONT
AMENDED AND RESTATED JANUARY 1, 2009
Life Certain and Continuous
Option
This
method of payment is a monthly income payable for your lifetime. If
you die before receiving the Certain (either 5, 10 or 15 years) payments, the
remaining guaranteed payments will be paid to your spouse.
If you
are married and want to elect either the 5, 10, or 15 year Life Certain and
Continuous optional form of payment, you must obtain your spouse's consent to
this election. This spousal consent must be in writing, must
acknowledge your election of an optional form of benefit, and must be witnessed
by a Notary Public.
Payments
stop at your death if your spouse predeceases you. If you die first,
payments will stop after the earlier of (i) receipt by your spouse of the
remaining guaranteed payments, if any, and (ii) the death of your
spouse.
B-2
Appendix
C
CONVERSION
FORMULAS USED TO CONVERT A
SINGLE
LIFE ANNUITY TO AN OPTIONAL FORM OF PAYMENT
50% Joint and
Survivor:
Single
Life Annuity multiplied by 93%,
Plus,
whole years of before age 65 multiplied by 0.30%,
Minus,
whole years retiree age exceeds spouse’s age multiplied by 0.30%
75% Joint and
Survivor:
Single
Life Annuity multiplied by 90%,
Plus,
whole years of before age 65 multiplied by 0.40%,
Minus,
whole years retiree age exceeds spouse’s age multiplied by 0.40%
100% Joint and
Survivor:
Single
Life Annuity multiplied by 87%,
Plus,
whole years of before age 65 multiplied by 0.50%,
Minus,
whole years retiree age exceeds spouse’s age multiplied by 0.50%
5 Year Life Certain and
Continuous:
Single
Life Annuity multiplied by 98%,
Plus,
whole years before age 65 multiplied by 0.10%
10 Year Life Certain and
Continuous:
Single
Life Annuity multiplied by 95%,
Plus,
whole years before age 65 multiplied by 0.30%
15 Year Life Certain and
Continuous:
Single
Life Annuity multiplied by 90%,
Plus,
whole years before age 65 multiplied by 0.60%
C-1