Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): April 17, 2007
BEL
FUSE INC.
(Exact
Name of Registrant as Specified in its Charter)
New
Jersey
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0-11676
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22-1463699
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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206
Van Vorst Street, Jersey City, New Jersey
|
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07302
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (201) 432-0463
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Officers;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e)
On
April 17, 2007, the Board of Directors of Bel Fuse Inc. (the “Registrant”)
adopted an amended and restated Supplemental Executive Retirement Plan (“SERP”)
which provides a limited number of the registrant’s key management and highly
compensated associates, including each of its executive officers, with
supplemental retirement and death benefits. Participants in the SERP are
selected by our Compensation Committee based upon recommendations from our
Chief
Executive Officer. The amendments incorporated in the amended and restated
plan
conform its terms to applicable requirements of Section 409A of the Internal
Revenue Code and modify the provisions regarding benefits payable in connection
with a change in control of the Registrant.
As
amended and restated, the SERP provides benefits which vary depending upon
when
and how a participant terminates employment with the Registrant. If a
participant retires on his or her normal retirement date (65 years old, 20
years
of service, and five years of participation in the SERP), his or her normal
retirement benefit under the SERP would be annual payments equal to 40% of
his
or her average base compensation -- using compensation from the highest five
consecutive calendar years of SERP participation -- payable in monthly
installments for the remainder of his or her life. If a participant retires
early (at least 55 years old, 20 years of service, and 5 years of participation
in the SERP), his or her early retirement benefit would be an amount (i)
calculated as if his or her early retirement date were in fact such
participant’s normal retirement date, (ii) multiplied by a fraction, the
numerator being the actual years of service the participant has with us and
the
denominator being the years of service the participant would have had if
he or
she had retired at his or her normal retirement date, and (iii) actuarially
reduced to reflect the early retirement date. If a participant dies prior
to
receiving 120 monthly payments under the SERP, his or her beneficiary is
entitled to continue receiving benefits for the shorter of (i) the time
necessary to complete 120 monthly payments or (ii) 60 months. If a participant
dies while employed by us, his or her beneficiary will receive, as a survivor
benefit, an annual amount equal to (i) 100% of the participant’s annual base
salary at the date of death for one year, and (ii) 50% of the participant’s
annual base salary at the date of death for each of the following four years,
each payable in monthly installments. The SERP also provides for disability
benefits, and a forfeiture of benefits if a participant terminates employment
for reasons other than those contemplated under the SERP.
In
the
event of a “change in control” (as defined in the SERP), each participant who is
employed by the Registrant at the time of the change in control will be entitled
to a normal retirement benefit commencing immediately following termination
of
employment (or in the case of certain participants who are “specified employees”
for purposes of Section 409A of the Internal Revenue Code, six months after
termination of employment). The normal retirement benefit payable under these
circumstances will be the actuarial equivalent of the benefit that would
commence upon the date that the participant would have attained his or her
normal retirement date if he or she had not terminated employment. Further,
each
participant’s average base compensation will be deemed to be equal to his or her
annual base compensation in effect prior to the change in control. If the
Registrant has established a trust to accumulate assets from which to pay
SERP
benefits, then the Registrant will fully fund the trust in connection with
a
change in control in order to ensure that there will be sufficient assets
set
aside to pay all SERP benefits. A “change in control” for purposes of the SERP
includes a merger or consolidation with another corporation whereby the
Registrant’s shareholders do not own a majority of the surviving or successor
entity, an acquisition of 50% or more of the Registrant’s voting securities by
one person or a group of persons acting together, a sale of all or substantially
all of the Registrant’s assets to any person, the Registrant’s dissolution or
liquidation or if the members of the Registrant’s incumbent Board of Directors
(or their successors, if approved by them) cease for any reason to constitute
at
least two-thirds of the members of our Board.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1- Amended and Restated Bel Fuse Supplemental Executive Retirement
Plan
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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|
|
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BEL
FUSE
INC. |
|
|
|
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By: |
/s/ Colin
Dunn |
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Name: Colin
Dunn |
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Title:
Vice President of Finance |
|
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Dated: April 23, 2007 |
|
Unassociated Document
Exhibit
10.1
BEL
FUSE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As
amended and restated effective as of April 17, 2007)
Table
of Contents
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|
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SECTION
1 -
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STATEMENT
OF PURPOSE
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7
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SECTION
2 -
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DEFINITIONS
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7
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SECTION
3 -
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PLAN
ADMINISTRATION
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4
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SECTION
4 -
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ELIGIBILITY
AND PARTICIPATION
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8
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SECTION
5 -
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RETIREMENT
BENEFIT
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8
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SECTION
6 -
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PRE-RETIREMENT
SURVIVOR BENEFIT
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9
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SECTION
7 -
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DISABILITY
BENEFIT AND AUTHORIZED LEAVE OF
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ABSENCE
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10
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SECTION
8 -
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RESTRICTIVE
COVENANT
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10
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SECTION
9 -
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EMPLOYER-OWNED
LIFE INSURANCE (“COLI”)
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10
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SECTION
10 -
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RESIGNATION
AND REMOVAL OF THE ADMINISTRATOR
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11
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SECTION
11 -
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APPOINTMENT
OF SUCCESSOR ADMINISTRATOR
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11
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SECTION
12 -
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THE
ADMINISTRATOR'S CONSULTANT
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12
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SECTION
13 -
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AMENDMENT
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13
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SECTION
14 -
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CHANGE
IN CONTROL
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13
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SECTION
15 -
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MISCELLANEOUS
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15
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SECTION
16 -
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CONSTRUCTION
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237
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Section
1
- Statement of Purpose
This
Plan
is designed and implemented for the purpose of providing to a limited group
of
key management or highly compensated employees of BEL FUSE who are largely
responsible for BEL FUSE’s success the opportunity to receive deferred
compensation in the form of supplemental executive retirement benefits, thereby
increasing the incentive of such key employees to remain in the employ of BEL
FUSE and to make BEL FUSE more profitable. Special payments shall be made to
Participants upon retirement or death and are intended to provide Participants
with additional financial security.
The
Plan
originally became effective as of June 1, 2002. Effective as of January 1,
2005,
the Plan is amended and restated as set forth herein to conform to the
applicable requirements of Section 409A of the Code and to make such other
changes as the Board determined to be appropriate.
Section
2 - Definitions
2.1 “Administrator”
means
the person(s) or entity designated by the Board to administer the Plan on behalf
of the BEL FUSE.
2.2 “Accrued
Benefit”
means
a
Participant’s normal retirement benefit, as described in Section 5.1 hereof,
multiplied by a fraction, the numerator of which is the Participant’s total
number of Years of Service with BEL FUSE at the time of determination, and
the
denominator of which is the aggregate number of Years of Service with BEL FUSE
the Participant would have accumulated at his or her Normal Retirement Date.
2.3 “Actuarial
Equivalent”
means,
with respect to a given benefit, any other benefit provided under the terms
of
the Plan which has the same present or equivalent value on the date the given
benefit payment commences. In determining the Actuarial Equivalent, the Employer
shall use the UP 84 mortality table and a discount rate equal to the then
current monthly midterm Applicable Federal Rate as published by the Internal
Revenue Service.
2.4 “Beneficiary”
means
a
spouse or participant’s child under the age of 21 designated by a Participant in
writing on a form satisfactory to BEL FUSE. In the absence of any living
designated beneficiary, a deceased Participant's Beneficiary shall be the
deceased Participant's then living spouse, if any, for his or her life; if
none,
or from and after such spouse's death, then the living children up to age 21
of
the deceased Participant, if any, in equal shares, for their joint and survivor
lives; and if none no benefit will be paid.
2.5 “Board”
means
the Board of Directors of Bel Fuse Inc., or any committee of such Board that
is
authorized to oversee, administer and amend the Plan.
2.6 “BEL
FUSE”
means
Bel Fuse Inc., a New Jersey corporation, including any subsidiaries, successors
and assigns thereto.
2.7 “Code”
means
the Internal Revenue Code of 1986, as amended.
2.8 “Disability”
means
a
physical or mental condition of a Participant resulting from bodily injury,
disease or mental disorder, which renders him or her incapable of continuing
his
or her usual and customary employment with BEL FUSE. The Disability of a
Participant shall be determined by a licensed physician selected by BEL
FUSE.
2.9 “Early
Retirement Date”
means
the date on which a Participant attains age fifty-five (55), with twenty Years
of Service and at least five (5) years of Participation in the Plan
2.10 “Effective
Date”
means
June 1, 2002.
2.11 “Employee”
means
an employee of BEL FUSE or subsidiary.
2.12 “Employer”
means
BEL FUSE and any successors that shall maintain this Plan. The Employer is
a
corporation, with principal offices in the State of New Jersey.
2.13 “ERISA”
means
the Employee Retirement Income Security Act of 1974, as amended.
2.14 “High
Average Recognized Compensation”
means
the average of the Recognized Compensation of a Participant for each of the
highest five (5) consecutive calendar years of his or her Plan
Participation.
2.15 “Normal
Retirement Date”
means
the date on which a Participant attains age sixty-five (65), with twenty Years
of Service and at least five (5) years of Participation in the
Plan.
2.16 “Participant”
means
an Employee of BEL FUSE selected by the Board for participation in the Plan
in
accordance with Section 4 hereof, and who has not for any reason become
ineligible to participate further in this Plan. An individual shall be deemed
to
continue as a Participant until all benefits payable to the Participant under
this Plan have been distributed.
2.17 “Plan”
means
the Bel Fuse Supplemental Executive Retirement Plan (“SERP”) as contained in
this document, including all amendments thereto.
2.18 “Plan
Year”
means
the twelve month period commencing on January 1st
of each
year and ending the following December 31st.
The
initial Plan Year shall be June 1st
through
December 31st,
2002.
2.19 “Recognized
Compensation”
means
the annual base salary exclusive of bonuses and any other benefit to which
a
Participant is entitled.
2.20 “SERP
Agreement”
means
a
written agreement between a Participant and BEL FUSE in substantially the form
attached hereto as Exhibit A.
2.21 “Year
of Service”
means
a
period of twelve consecutive months during which a Participant is employed
by
BEL FUSE. Unless otherwise provided in his or her SERP Agreement, in determining
a Participant’s Years of Service, he or she shall receive credit for service
from and after his or her most recent employment commencement date.
Section
3 - Plan Administration
3.1 Powers
and duties of the Administrator. The
Employer shall appoint the Plan Administrator, who shall administer the Plan
for
the exclusive benefit of the Participants and their Beneficiaries, subject
to
the specific terms of the Plan. The Administrator shall administer the Plan
in
accordance with its terms and shall have the power and discretion to construe
the terms of the Plan and to determine all questions arising in connection
with
the administration, interpretation, and application of the Plan. The
Administrator shall also have the authority and discretion to determine and
decide any issues of fact. The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry
out
the purpose of the Plan; provided, however, that any procedure, discretionary
act, interpretation or construction shall be done in a nondiscriminatory manner
based upon uniform principles consistently applied. The Administrator shall
have
all powers necessary or appropriate to accomplish his duties under this
Plan.
The
Administrator shall be charged with the duties of the general administration
of
the Plan, including, but not limited to, the following:
(a) The
discretion to determine all questions relating to the eligibility of Employees
to participate or remain a Participant hereunder and to receive benefits under
the Plan;
(b) To
compute and make determinations with respect to the amount of benefits to which
any Participant shall be entitled hereunder;
(c) To
authorize and make nondiscretionary or otherwise directed disbursements to
Participants;
(d) To
maintain all necessary records for the administration of the Plan;
(e) To
interpret the provisions of the Plan and to make and publish such rules for
the
regulation of the Plan as are consistent with the terms hereof;
(f) To
prepare and implement a procedure to notify employees that they have been
selected as eligible to participate in the Plan;
(g) To
assist
any Participant regarding his rights, benefits, or elections available under
the
Plan.
3.2
Records
and Reports. The
Administrator shall keep a record of all actions taken and shall keep all other
books of account, records, and other data that may be necessary for proper
administration of the Plan and shall be responsible for supplying all
information and reports to the Employer, Participants and
Beneficiaries.
3.3 Participant
Statement. The
Administrator shall provide each Participant each Plan Year a statement
indicating that Participant's current and projected retirement benefit under
the
Plan.
3.4 Information
from Employer. To
enable
the Administrator to perform his functions, the Employer shall supply full
and
timely information to the Administrator on all matters relating to the
compensation of all Participants, their retirement, death, disability, or
termination of employment, and such other pertinent facts as the Administrator
may require. The Administrator may rely upon such information as is supplied
by
the Employer and shall have no duty or responsibility to verify such
information.
3.5 Claims
Procedure. All
claims for benefits under the Plan shall be filed with the Administrator who
shall have the responsibility for determining all aspects of such claims. All
claims for benefits shall be made in writing and shall set forth the facts
upon
which a claimant believes to be sufficient to entitle him or her to the benefit
claimed. The Administrator may adopt forms for the submission of claims for
benefits in which case all claims for benefits shall be filed on such forms.
3.6 Claims
Review Procedure.
The
Administrator shall receive all applications for benefits. Upon receipt by
the
Administrator of such an application, it shall determine all facts which are
necessary to establish the right of an applicant to benefits under the
provisions of the Plan and the amount thereof as herein provided. The applicant
shall be notified in writing of any adverse decision with respect to his or
her
claim within ninety (90) days after its submission. If special circumstances
require an extension of time for processing the claim, a written notice of
the
extension and the reason therefore shall be furnished to the claimant before
the
end of the such ninety (90) day period. In no event shall such extension exceed
ninety (90) days.
Any
adverse decision shall be written in a manner calculated to be understood by
the
applicant and shall include:
(a) The
specific reason or reasons for the denial;
(b) Specific
references to the pertinent Plan provisions on which the denial is
based;
(c) A
description of any additional material or information necessary for the
applicant to perfect the claim and an explanation why such material or
information in necessary; and
(d) An
explanation of the Plan’s claim review procedures.
In
the
event that a claim for benefits is denied or if the applicant has had no
response to such claim within ninety (90) days following its filing with the
Administrator (in which case the claim for benefits shall be deemed to have
been
denied), the applicant or his duly authorized representative, at the applicant’s
sole expense, may appeal the denial to the Administrator within sixty (60)
days
of the receipt of written notice of denial or sixty (60) days from the date
such
claim is deemed to be denied. In pursuing such appeal the applicant or his
duly
authorized representative:
(a) may
request in writing that the Administrator review the denial;
(b) may
review pertinent documents; and
(c) may
submit issues and comments in writing.
The
decision on review shall be made within sixty (60) days of receipt of the
request for review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible,
but not later than one hundred twenty (120) days after receipt of a request
for
review. If such an extension of time is required, written notice of the
extension shall be furnished to the claimant before the end of the original
sixty (60) day period. The decision on review shall be made in writing, shall
be
written in a manner calculated to be understood by the claimant, and shall
include specific references to the provisions of the Plan on which such denial
is based. If the decision on review is not furnished within the time specified
above, the claim shall be deemed denied on review.
3.7 Claims
Review Procedure -- Review of Claim Involving Disability
Benefits. Within
180 days after an Employee, Participant or Beneficiary receives notice from
the
Administrator that a claim involving disability benefits has been denied in
any
respect, he or she may file with the Disability Review Board a written request
for review setting forth his or her reasons for disputing the Administrator’s
decision. The review shall not afford deference to the Administrator’s decision.
In
reviewing any decision based in whole or in part on a medical judgment,
including determinations with regard to whether a particular treatment, drug,
or
other item is experimental, investigational, or not medically necessary or
appropriate, the Disability Review Board shall consult with a health care
professional who has appropriate training and experience in the field of
medicine involved in the medical judgment. This health care professional shall
neither be an individual consulted in connection with the decision that is
the
subject of the review, nor be the subordinate of such individual.
In
connection with the review, the Employee, Participant or Beneficiary shall
be
provided with the identification of any medical or vocational experts whose
advice was obtained on behalf of the Plan in connection with claim denial,
without regard to whether the advice was relied upon in denying the claim.
The
Employee, Participant or Beneficiary shall also be provided, upon request and
free of charge, reasonable access to copies of all documents, records and other
information relating to the claim (to the extent not inconsistent with the
privacy rights of other Employees, Participants or Beneficiaries)
The
Employee, Participant or Beneficiary may submit written comments, documents
and
other information relating to the claim. The review of the claim shall take
into
account all comments, documents, records and other information submitted,
regardless of whether they were initially submitted with respect to the
claim.
Within
45
days after receiving after receiving a written request for review of the
Administrator’s decision (or within 90 days, if special circumstances require an
extension of time, and written notice explaining the special circumstances
and
the expected date of a decision upon review is furnished to the Employee,
Participant or Beneficiary within 45 days after receiving the written request
for review), the Disability Review Board shall furnish to the Employee,
Participant or Beneficiary written notice of the Disability Review Board’s final
decision upon review with respect to the claim. If the Disability Review Board’s
final decision upon review is to deny the claim in any respect, the written
notice shall contain the information set forth in Section 3.6 of the
Plan.
3.8 Disability
Review Board. The
Board
shall designate a Disability Review Board, consisting of at least three (3)
individuals to address claims submitted pursuant to section 3.7. Any or all
of
the individuals appointed to the Disability Review Board may be Employees.
However, no such individual may be the Administrator or the subordinate of
the
Administrator. Unless otherwise designated by the Board, the Compensation
Committee of the Board shall be deemed to be the Disability Review Board under
the Plan.
Any
member of the Disability Review Board may at any time resign by giving to the
Employer and to the remaining members of the Disability Review Board, if any,
then acting hereunder written notice of such resignation; any such resignation
shall become effective upon the last business day of the calendar month next
succeeding the calendar month in which such notice shall be received by the
Employer or on such earlier date as the Employer may determine. The Board may
at
any time remove any or all of the members of the Disability Review Board then
acting hereunder by giving written notice of such removal to all of the members
then acting hereunder; any such removal shall become effective immediately
upon
the delivery of such notice to the member of the Disability Review Board so
removed or on such later date as may be specified in such notice.
No
member
of the Disability Review Board at any time acting hereunder who is an Employee
shall, acting in his capacity as a member of the Disability Review Board, have
any voice in any decision of the Disability Review Board made uniquely with
respect to such member or his benefits hereunder.
In
the
event of any disagreement among the members of the Disability Review Board
at
any time acting hereunder and authorized to act with respect to any matter,
the
decision of a majority of said members authorized to act upon such matter shall
be controlling and shall be binding and conclusive upon all persons, including,
but not limited to, the Employer, Employees, Participants and their respective
Beneficiaries, and upon the respective successors, assigns, executors,
administrators, heirs, next-of-kin and distributees of all of the
foregoing.
Subject
to the provisions of this Section 3.8, each additional and each successor member
of the Disability Review Board at any time acting hereunder shall have all
of
the rights and powers (including discretionary rights and powers) and all of
the
privileges and immunities hereby conferred upon the original members of the
Disability Review Board hereunder and all of the duties and obligations so
imposed upon the original members of the Disability Review Board
hereunder.
The
Disability Review Board shall have authority to perform all acts it may deem
necessary or appropriate in order to exercise the duties and powers imposed
or
granted by ERISA or the Plan. Such duties and powers shall include, but not
be
limited to, the following:
(a) The
Disability Review Board shall have the power to construe the provisions of
the
Plan, to determine any questions of fact which may arise thereunder, and to
exercise discretion in performing such powers and its duties and
responsibilities. Every finding, decision and determination by the Disability
Review Board shall, to the full extent permitted by law, be final and binding
on
all parties.
(b) The
Disability Review Board shall have the power to make such reasonable rules
and
regulations as it may deem necessary or appropriate to perform its duties and
exercise its powers. Such rules and regulations shall include, but not be
limited to, those governing (i) the manner in which the Disability Review Board
shall act and manage its own affairs, (ii) the procedures to be followed in
order for Employees, Participants or Beneficiaries to claim benefits, and (iii)
the procedures to be followed by Employees, Participants or Beneficiaries with
respect to notifications, elections, designations or other actions required
by
the Plan or ERISA. All such rules and regulations shall be applied in a uniform
and nondiscriminatory manner.
Section
4 - Eligibility and Participation
4.1 Eligibility. The
Board, in its sole discretion, shall select the Employees of BEL FUSE who are
eligible to become Participants.
4.2 Participation. The
Board
or its designee shall notify those Employees selected for participation in
the
benefits available under the Plan. An eligible Employee shall become a
Participant in the Plan upon the execution and delivery by him or her and BEL
FUSE of a SERP Agreement.
Section
5 - Retirement Benefit
5.1 Normal
Retirement Benefit. If
a
Participant is employed by BEL FUSE until his or her Normal Retirement Date,
and, if in the calendar year prior to the desired commencement of retirement,
such Participant has submitted to the Board a written request to retire, which
request has been approved by the Board, he or she shall be entitled to receive
as a normal retirement benefit annual payments equal to forty percent (40%)
of
his or her High Average Recognized Compensation. Subject to Section 5.6, such
normal retirement benefit shall be payable in equal monthly installments
commencing on the first day of the month following the Participant's actual
retirement and shall continue for the remainder of the Participant's
life.
5.2 Early
Retirement Benefit. If
a
Participant is employed by BEL FUSE until his or her Early Retirement Date,
and,
if in the calendar year prior to the desired commencement of retirement, said
Participant has submitted to the Board a written request to retire, which
request has been approved by the Board, he or she shall be entitled to receive
as an Early Retirement Benefit an amount (1) calculated as if Participant’s
Early Retirement Date was in fact Participant’s Normal Retirement Date, (2)
multiplied by a fraction, with the numerator being the actual Years of Service
of Participant and the denominator being the Years of Service Participant would
have had if he or she had retired at his or her Normal Retirement Date, and
(3)
actuarially reduced to reflect the Early Retirement Date. Subject to Section
5.6, such early retirement benefit shall be payable in equal monthly
installments commencing on the first day of the month following the
Participant's actual retirement and shall continue for the remainder of the
Participant's life.
5.3 Death
After Commencement of Retirement Benefits. If
a
Participant should die after the commencement of retirement benefits but prior
to the completion of one-hundred-twenty (120) monthly
payments, such monthly payments shall be continued to the Participant's
Beneficiary for the shorter of (1) the time necessary to complete the one
hundred twenty (120) monthly payments, or (2) sixty (60) months.
5.4 Forfeiture
of Benefits. Except
as
provided under Section 14, if a Participant terminates employment with BEL
FUSE
prior to attaining his or her Normal Retirement Date, other than by reason
of
death or Disability, such Participant shall not be entitled to any benefits
under this Plan, except as provided in Section 5.2 herein.
5.5 Death
While Employed After Age 65. A
Participant whose employment with BEL FUSE continues after his or her Normal
Retirement Date and who dies while so employed shall be deemed to have retired
immediately prior to such Participant’s death.
5.6 Deferred
Commencement Date for Specified Employees.
Notwithstanding anything contained herein to the contrary, no payments under
Sections 5.1 and 5.2 shall be made to any Participant who is a “specified
employee” within the meaning of Section 409A(a)(2)(B) of the Code until the
first business day of the seventh month following the date of the Participant’s
termination of employment. A Participant shall be a “specified employee” for the
12-month period beginning on the first day of the fourth month following each
“Identification Date” if he or she is a “key employee” (as defined in Section
416(i) of the Code without regard to Section 416(i)(5) thereof) of the Employer
at any time during the 12-month period ending on the “Identification Date.” For
purposes of the foregoing, the Identification Date shall be December 31. A
Participant shall not be treated as a “specified employee” unless he or she is a
“specified employee” as of the date of his or her termination of
employment.
Section
6 - Pre-Retirement Survivor Benefit
6.1 Pre-Retirement
Survivor Benefit.
If a
Participant dies while employed by the Employer, the Employer shall pay to
the
deceased Participant’s Beneficiary, as a survivor benefit, an annual amount
equal to (1) one hundred percent (100%) of the Participant’s annual Recognized
Compensation at date of death for one year, and (2) fifty percent (50%) of
the
Participant’s Recognized Compensation at date of death for each of the following
four (4) years. This Survivor Benefit shall be payable in monthly installments
commencing on the first day of the month following the Participant's
death.
Section
7 - Disability Benefit and Authorized Leave of Absence
7.1 Disability
Benefit. Notwithstanding
anything to the contrary herein, if a Participant's employment with BEL FUSE
terminates prior to attaining his or her Normal Retirement Date as a result
of
the Participant's Disability, then, for purposes of this Plan, it shall be
deemed that the Participant has remained in the employ of BEL FUSE until the
earliest to occur of: (a) the Participant's death; (b) the Participant's
attaining his or her Normal Retirement Date; or (c) the cessation of the
Participant's Disability and the failure of the Participant to return to active
employment with BEL FUSE within a reasonable time after recovery from the
Disability. The employment of a Participant described in the preceding sentence
also shall be deemed to continue in order to permit the Participant to elect
early retirement pursuant to Section 5.2
7.2 Authorized
Leave of Absence. A
Participant's employment with BEL FUSE shall not be deemed to have terminated
for purposes of this Plan during any authorized leave of absence.
Section
8 - Restrictive Covenant
8.1 Restrictive
Covenant. It
shall
be a condition to the payment of benefits under this Plan that the Participant
not own, manage, operate, join, control, be employed by, or participate in
the
ownership, management, operation, or control of, or be connected in any manner
with, any business that is then in competition with BEL FUSE. If there is a
failure of this condition, BEL FUSE may immediately cease all further payments
to the Participant under the Plan, and the Participant and his or her
Beneficiary shall be deemed to have forfeited all further payments otherwise
payable.
Section
9 - Employer-Owned Life Insurance (“COLI”)
9.1 BEL
FUSE Owns All Rights. In
the
event that, in its discretion, BEL FUSE purchases a life insurance policy or
policies insuring the life of any Participant to allow BEL FUSE to informally
finance and/or recover, in whole or in part, the cost of providing the benefits
hereunder, neither the Participant nor any Beneficiary shall have any rights
whatsoever therein. BEL FUSE shall be the sole owner and beneficiary of any
such
policy or policies and shall possess and may exercise all incidents of ownership
therein, except in the event of the establishment of and transfer of said policy
or policies to a trust by BEL FUSE as described in Section 14
hereof.
9.2 Participant
Cooperation. If
BEL
FUSE decides to purchase a life insurance policy or policies on any Participant,
BEL FUSE will so notify such Participant. Such Participant shall consent to
being insured for the benefit of BEL FUSE and shall take whatever actions may
be
necessary to enable BEL FUSE to timely apply for and acquire such life insurance
and to fulfill the requirements of the insurance carrier relative to the
issuance thereof as a condition of eligibility to participate in the
Plan.
9.3 Participant
Misrepresentation. If:
(a)
any Participant is required by this Plan to submit information to any insurance
carrier; and (b) the Participant makes a material misrepresentation in any
application for such insurance; and (c) as a result of that material
misrepresentation the insurance carrier is not required to pay all or any part
of the proceeds provided under that insurance, then the Participant's (or the
Participant's Beneficiary's) rights to any benefits under this Plan may be,
at
the sole discretion of the Board, reduced in proportion to the reduction of
proceeds that is paid by the insurance carrier because of such material
misrepresentation.
9.4 Suicide.Notwithstanding
any other term or provision of the Plan or this Agreement, if a Participant
dies
by reason of suicide and if the Employer’s receipt of insurance proceeds is as a
result reduced, then the Participant's (or the Participant's Beneficiary's)
rights to any benefits under this Plan may be, at the sole discretion of the
Administrator, reduced in proportion to the reduction of proceeds that is paid
by the insurance carrier.
Section
10 - Resignation
and Removal of the Administrator.
10.1 Resignation. The
Administrator may resign at any time by written notice to the Board, which
shall
be effective thirty (30) days after receipt of such notice unless the
Administrator and the Board agree otherwise.
10.2 Removal.
The
Administrator may be removed by the Board on thirty (30) days notice or upon
shorter notice accepted by the Administrator.
10.3 Appointment
of Successor.
If the
Administrator resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date of resignation or
removal under this Section 10. If no such appointment has been made, the
Administrator may apply to a court of competent jurisdiction for appointment
of
a successor or for instructions. All expenses of the Administrator in connection
with the proceeding shall be allowed as administrative expenses of the
Employer.
Section
11 - Appointment of Successor Administrator.
11.1 Successor
Administrator. If
the
Administrator resigns or is removed in accordance with Section 10.1 or 10.2
hereof, the Board may appoint any third party as successor Administrator. The
appointment shall be effective when accepted in writing by the new
Administrator. The new Administrator shall have all of the rights and powers
of
the former Administrator.
Section
12 - The Administrator’s Consultant.
12.1 Consultant.
The
Employer agrees to the designation by the Administrator of NYLEX Benefits LLC
(hereinafter called “NYLEX”), headquartered in Stamford, Connecticut, as the
Administrator’s Consultant (hereinafter called “the Administrator’s Consultant”)
under this Agreement. The Administrator shall have no responsibility for the
performance of the duties of the Administrator’s Consultant.
12.2 Independent
Consultant. It
is
recognized that NYLEX also acts as an independent consultant for the
Administrator with respect to the Administrator’s Obligations under the Plan.
12.3 Resignation
of Consultant. The
Administrator’s Consultant may resign at any time by delivery of written notice
of resignation to the Administrator. The Administrator’s Consultant may be
removed by the Administrator at any time by delivery of written notice of such
removal to the Administrator’s Consultant. Any such resignation or removal shall
take effect as of a future date specified in the notice, which date shall not
be
earlier than sixty (60) days after such notice is delivered, or such earlier
date as may be agreed to by the Administrator’s Consultant and the
Administrator. As soon as practicable after the Administrator’s Consultant has
resigned or has been removed hereunder, it shall deliver to the successor
Administrator’s Consultant all reports, records, documents, and other written
information in its possession regarding the Plan, the Participants and
Beneficiaries, and thereupon shall be paid all unpaid fees, compensation and
reimbursements to which it is entitled under this Agreement and shall be
relieved of all responsibilities and duties under this Agreement.
12.4 Records
to be Maintained. The
Administrator’s Consultant shall maintain or cause to be maintained all of the
records contemplated by the current actuarial agreement between the
Administrator and the Administrator’s Consultant. The Administrator’s Consultant
shall also perform such other duties and responsibilities under this Plan
Agreement as agreed in writing between the Administrator’s Consultant and the
Administrator.
12.5 Furnishing
of Information.
The
Administrator shall furnish to the Administrator’s Consultant all the
information necessary to determine the benefits payable to or with respect
to
each Participant and Beneficiary, and the name, address and Social Security
number of each Participant and Beneficiary. The Administrator shall regularly,
at least annually, or promptly at the request of the Administrator’s Consultant,
furnish to the Administrator’s Consultant revised and updated information,
including copies of any amendments or supplements to the Plan or the
Administrator’s obligations. Based on the foregoing information, the
Administrator’s Consultant shall prepare annual statements for each Participant
and Beneficiary and shall furnish a copy of same to the Administrator. In the
event the Administrator refuses or neglects to provide updated information,
as
contemplated herein, the Administrator’s Consultant shall be entitled to rely
upon the most recent information furnished to it by the Administrator. The
Administrator’s Consultant has no responsibility to verify information provided
to it by the Administrator.
12.6 Annual
Valuation. The
Administrator’s Consultant shall assist the Administrator in providing all
required Plan information to the Employer. The Administrator’s Consultant shall
also perform an annual actuarial valuation of the obligations under the Plan
and
the funding requirements therefore, based solely on the most recent information
furnished to it by the Administrator.
Section
13 - Amendment
13.1 Amendment. The
Board
shall have the right at any time to amend or terminate this Plan. However,
no
amendment shall be effective so as to reduce the amount of any Participant’s
Accrued Benefit, or to delay the payment of any amount to a Participant beyond
the time that such amount would be payable without regard to such
amendment.
13.2 Cessation
of Accrual of Benefits. The
Employer shall have the right at any time to notify the Participants that
benefits will no longer accrue under the Plan. Upon any such notice, retirement
benefits payable to a Participant at Normal or Early Retirement shall be based
on the Participant’s Accrued Benefit at the date of the notice referred to in
the preceding sentence.
Section
14 - Change in Control
14.1 Change
in Control. Notwithstanding
anything to the contrary herein, each Participant who is employed by Bel Fuse
immediately prior to a Change in Control shall be entitled to a normal
retirement benefit determined in accordance with Section 5.1 hereof;
provided,
however
that for
purposes of calculating such benefit, the Participant’s High Average Recognized
Compensation shall be deemed to be the greater of (i) his or her High Average
Recognized Compensation, or (ii) the annualized rate of base salary in effect
for such Participant immediately prior to the Change in Control. Subject to
Section 5.6, such normal retirement benefit shall be payable in equal monthly
installments commencing on the first day of the month following the
Participant's termination of employment and shall continue for the remainder
of
the Participant's life. The benefit payable at such time shall be the Actuarial
Equivalent of the normal retirement benefit that would have been payable
commencing on the date that would have been the Participant’s Normal Retirement
Date had he or she continued to be employed by the Employer without
interruption. Further, if at the time a Change in Control occurs, Bel Fuse
had
established a trust in accordance with Section 15.8 hereof, Bel Fuse shall
be
required to transfer cash and/or other assets to said trust in an amount equal
to the discounted present value of all of the future benefits payable hereunder
to the Participants or Beneficiaries. The discount rate shall be the 5-Year
United States Treasury Note rate as published on the first day of the month
immediately preceding the date on which the determination is made, compounded
annually. If these rates are no longer published, the discount rate shall be
some other similar average selected by the Board in its sole discretion.
14.2 Change
in Control Defined.
A
“Change in Control” means:
(a) an
acquisition (other than directly from Bel Fuse) of any voting securities of
Bel
Fuse (the “Voting Securities”) by any “Person” (as the term person is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934
(hereinafter referred to as the “Act”) immediately after which such Person has
“Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the
Act) of fifty percent (50%) or more of the combined voting power of Bel Fuse’s
then outstanding Voting Securities; provided,
however,
in
determining whether a Change in Control has occurred, Voting Securities which
are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A “Non-Control
Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a
trust forming a part thereof) maintained by (A) Bel Fuse or (B) any corporation
or other Person of which a majority of its voting power or its voting equity
securities or equity interest is owned, directly or indirectly, by Bel Fuse
(for
purposes of this definition, a “Subsidiary”), (ii) Bel Fuse or its Subsidiaries,
or (iii) any Person in connection with a “Non-Control Transaction” (as
hereinafter defined).
(b) The
individuals who are members of the board of directors of Bel Fuse (the “Board”)
as of July 1, 2002 (the “Incumbent Board”), cease for any reason to constitute
at least two-thirds of the members of the Board; provided,
however,
that if
the election, or nomination for election by Bel Fuse’s common stockholders, of
any new director was approved by a vote of at least fifty-one percent (51%)
of
the Incumbent Board, such new director shall, for purposes of this Plan be
considered as a member of the Incumbent Board; provided,
further,
however,
that no
individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened “Election Contest” (as described in Rule 14a-11 promulgated under the
Act) or other actual or threatened solicitation of proxies or consents by or
on
behalf of a Person other than the Board (a “Proxy Contest”) including by reason
of any agreement intended to avoid or settle any Election Contest or Proxy
Contest; or
(c) The
consummation of:
(i) a
merger,
consolidation or reorganization involving Bel Fuse, unless such merger,
consolidation or reorganization is a “Non-Control Transaction.” A “Non-Control
Transaction” shall mean a merger, consolidation or reorganization of the
Employer where:
(A) the
stockholders of Bel Fuse, immediately before such merger, consolidation or
reorganization, own, directly or indirectly immediately following such merger,
consolidation or reorganization, at least fifty percent (50%) of the combined
voting power of the outstanding voting securities of the corporation resulting
from such merger or consolidation or reorganization (the “Surviving
Corporation”) in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, consolidation or
reorganization;
(B) the
individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the members of the board of
directors of the Surviving Corporation, or a corporation beneficially directly
or indirectly owning a majority of the Voting Securities of the Surviving
Corporation, and
(C) no
Person
other than (i) Bel Fuse, (ii) any Subsidiary, (iii) any employee benefit plan
(or any trust forming a part thereof) maintained by Bel Fuse, the Surviving
Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to
such merger, consolidation or reorganization had Beneficial Ownership of fifty
percent (50%) or more of the then outstanding Voting Securities has Beneficial
Ownership of fifty percent (50%) or more of the combined voting power of the
Surviving Corporation’s then outstanding voting securities;
(ii) a
complete liquidation or dissolution of Bel Fuse; or
(iii) the
sale
or other disposition of all or substantially all of the assets of Bel Fuse
to
any Person (other than a transfer to a Subsidiary).
Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the “Subject Person”) acquired Beneficial Ownership of more than the
permitted amount of the then outstanding Voting Securities as a result of the
acquisition of Voting Securities by Bel Fuse which, by reducing the number
of
Voting Securities outstanding, increases the proportional number of shares
beneficially owned by the Subject Persons, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by Bel Fuse, and after such share acquisition
by Bel Fuse, the Subject Person become the beneficial owner of any additional
Voting Securities which increases the percentage of the then outstanding Voting
Securities beneficially owned by the Subject Person, then a Change in Control
shall occur.
Section
15 - Miscellaneous
15.1 Nonalienation
of Benefits. No
right
or benefit under this Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge any right or benefit under
this Plan or any SERP Agreement shall be void. No such right or benefit shall
in
any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled thereto. If a Participant or any Beneficiary
hereunder shall become bankrupt, or attempt to anticipate, alienate, sell
assign, pledge, encumber, or charge any right hereunder, then such right or
benefit shall, in the discretion of the Board, cease and terminate, and in
such
event, the Board may hold or apply the same or any part thereof for the benefit
of the Participant or his or her Beneficiary, spouse, children, or other
dependents, or any of them in such manner and in such amounts and proportions
as
the Board may deem proper.
15.2 Unsecured
Liability. The
obligation of BEL FUSE to make payments hereunder to a Participant shall
constitute an unsecured liability of BEL FUSE. Such payments shall be made
from
the general funds of BEL FUSE and BEL FUSE shall not be required to establish
or
maintain any special or separate fund, to purchase or acquire life insurance
on
a Participant’s life, or otherwise to segregate assets to assure that such
payments shall be made. Neither a Participant nor any other person shall have
any interest in any particular asset of BEL FUSE by reason of its obligations
hereunder and the right of any of them to receive payments under this Plan
shall
be no greater than the right of any other unsecured general creditor of BEL
FUSE. Nothing contained in the Plan shall create or be construed as creating
a
trust of any kind or any other fiduciary relationship between BEL FUSE and
a
Participant or any other person.
15.3 No
Contract of Employment. This
Plan
shall not be deemed to constitute a contract between the Employer and any
Participant or to be a consideration or an inducement for the employment of
any
Participant or Employee. Nothing contained in this Plan shall be deemed to
give
any Participant or Employee the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him or her as a Participant of this Plan.
15.4 Designation
of Beneficiary. Each
Participant shall file with BEL FUSE a notice in writing, in a form acceptable
to the Board, designating one or more Beneficiaries to whom payments becoming
due by reason of or after his or her death shall be made. Participants shall
have the right to change the Beneficiary or Beneficiaries so designated from
time to time; provided, however, that no such change shall become effective
until received in writing and acknowledged by BEL FUSE.
15.5 Payment
to Incompetents. BEL
FUSE
shall make the payments provided herein directly to the Participant or
Beneficiary entitled thereto or, if such Participant or Beneficiary has been
determined by a court of competent jurisdiction to be mentally or physically
incompetent, then payment shall be made to the duly appointed guardian,
committee or other authorized representative of such Participant or Beneficiary.
BEL FUSE shall have the right to make payment directly to a Participant or
Beneficiary until it has received actual notice of the physical or mental
incapacity of such Participant or Beneficiary and actual notice of the
appointment of a duly authorized representative of his or her estate. Any
payment to or for the benefit of a Participant or Beneficiary shall be a
complete discharge of all liability of BEL FUSE therefore.
15.6 Interpretation. The
interpretation and construction of the Plan by the Board, and any action taken
hereunder, shall be binding and conclusive upon all parties in interest. No
member of the Board shall be liable to any person for any action taken or
omitted to be taken in connection with the interpretation, construction or
administration of the Plan, so long as such action or omission be made in good
faith.
15.7 Authority
to Appoint a Committee. The
Board, within its discretion, shall have the authority to appoint a committee
of
not less than three (3) of its members, which shall have authority over the
Plan
in lieu of the entire Board.
15.8 Authority
to Establish a Trust. The
Board
shall have the right at any time to establish a trust to which BEL FUSE may
transfer from time to time certain assets to be used by said trustee(s) to
satisfy some or all of BEL FUSE's obligations and liabilities under the Plan.
All assets held by such trust shall be subject to the claims of BEL FUSE's
creditors in the event of BEL FUSE's Insolvency (as defined herein). BEL FUSE
shall be considered "Insolvent" for purposes of said trust if: (a) BEL FUSE
is
unable to pay its debts as they become due; or (b) BEL FUSE is subject to a
pending proceeding as a debtor under the United States Bankruptcy
Code.
15.9 Binding
Effect. Obligations
incurred by BEL FUSE pursuant to this Plan shall be binding upon and inure
to
the benefit of BEL FUSE, its successors and assigns, and the Participant, his
or
her Beneficiaries, personal representatives, heirs, and legatees.
15.10 Entire
Plan. This
document and any amendments hereto contain all the terms and provisions of
the
Plan and shall constitute the entire Plan, any other alleged terms or provisions
being of no effect.
15.11 Merger,
Consolidation or Acquisition. In
the
event of a merger or consolidation of BEL FUSE with another corporation or
entity, or the sale or lease of all or substantially all of BEL FUSE’s assets to
another corporation or entity, or the acquiring by another corporation or entity
of a right to elect at least thirty percent (30%) of the Board, then and in
such
event the obligations and responsibilities of BEL FUSE under this Plan shall
be
assumed by any such successor or acquiring corporation or entity, and all of
the
rights, privileges and benefits of the Participants hereunder shall
continue.
Section
16 - Construction
16.1 Construction
of this Plan. This
Plan
shall be construed and enforced according to the laws of the State of New
Jersey, other than its laws respecting choice of law.
16.2 Gender
and Number. The
masculine gender, where appearing in the Plan, shall be deemed to include the
feminine gender, and the singular shall include the plural, unless the context
clearly indicates to the contrary.
16.3 Headings. All
headings used in this Plan are for convenience of reference only and are not
part of the substance of this Plan.
16.4 Enforceability. If
any
term or condition of this Plan shall be invalid or unenforceable to any extent
or in any application, then the remainder of the Plan, and such term or
condition except to such extent or in such application, shall not be affected
thereby, and each and every term and condition of the Plan shall be valid and
enforced to the fullest extent and in the broadest application permitted by
law.
16.5 Uniformity. All
provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner. In the event of any conflict between the terms of
this
Plan and any summaries or other descriptions of this Plan, the Plan provisions
shall control.
IN
WITNESS WHEREOF,
this
Plan, as amended and restated, having been duly approved and adopted by the
Board of Directors of BEL FUSE INC, is executed by the duly authorized officer
of BEL FUSE below on the 17th day of April, 2007.
BEL
FUSE
INC.
By:
/s/ Colin Dunn
Name:
Colin Dunn
Title:
Secretary
(Corporate
Seal)
Attest:
__________________________________
Secretary