EXHIBIT 10.2
SUPPLEMENTAL INCOME PLAN
THE PBSJ CORP
EFFECTIVE JANUARY 12, 1988
MODIFIED 9/27/95
ARTICLE I
PURPOSE
The purpose of this Supplemental Income Plan (the "Plan") is to provide
supplemental benefits for highly committed and dedicated employees who are known
to contribute substantially to the success of The PBSJ Corp or any subsidiary
companies. It is believed that the Plan will help attract and motivate such key
employees. The Plan has two groups of Participants, the Executive Group and the
Senior Executive Group. Participants are selected by the Board of Directors of
The PBSJ Corp which shall have full discretion in determining the level of
benefits for each Participant.
ARTICLE II
DEFINITIONS
2.1 "Beneficiary" shall mean the person or persons who shall receive a
benefit under this Plan as the result of a Participant's death.
2.2 "Benefit" shall mean either a Normal Benefit, a Disability Benefit,
or a Death Benefit as defined in Sections 5.1, 5.2, 6.1, and 6.2 herein.
2.3 "Benefit Commencement Date" shall mean the date upon which a
Participant eligible to receive a benefit under the Plan terminates his
employment with the Company and commences to receive such benefit. The Benefit
Commencement Date shall not precede a Participants' 56th birthday. In the case
of a Participant who becomes disabled, the Benefit Commencement Date shall have
the meaning set forth in Section 5.2 hereof.
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2.4 "Benefit Level" or "Level" shall mean the level of supplemental
income which a Participant receives under the Plan, as determined by the Board
of The PBSJ Corp in its sole discretion.
2.5 "Board" shall mean the Board of Directors of the Company.
2.6 "Company" shall mean The PBSJ Corp and subsidiary companies.
2.7 "Participant" shall mean any employee of the Company who is
participating in this Plan.
2.8 "Plan" shall mean the PBSJ Supplemental Income Plan, as set forth
herein, and as amended from time to time.
2.9 "Retirement" or "Retires" shall mean termination of employment by a
Participant who is eligible for a benefit under the Plan.
2.10 "Benefit" shall mean the number of years and fractions thereof
which represent the continuous employment of a Participant by the Company.
2.11 The use of the masculine gender in the provisions of this Plan
shall be deemed to include feminine gender, unless the context indicates
otherwise.
ARTICLE III
PARTICIPATION
3.1 General. An employee shall be deemed to be a Participant in this
Plan when the Board has approved such participation, and the employee and the
Company have executed a Supplemental Income Agreement. The Board shall consider
the following factors, among others, in determining eligibility and Benefit
Level: (i) position/job classification; (ii) years of Service; (iii) level of
performance; (iv) technical skills; (v) ownership of Company securities. Only
employees with three (3) or more years of Service with the Company shall be
considered for participation in the Executive Group. Senior Executive Group
Participants must have completed ten (10) years of Service to be eligible to
participate in the Plan. Participants previously in Levels 1 through 3 become
Participants in the Executive Benefit Group while Participants previously in
Level 4 are now in the Senior Executive Benefit Group.
3.2 Advancement to Higher Benefit Group. The Board, in its sole
discretion, may modify Benefit Levels or may advance deserving Participants to a
higher Benefit Group. The Participant's Supplemental Income Agreement shall be
revised to authorize such benefit changes.
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ARTICLE IV
ELIGIBILITY FOR BENEFITS
4.1 A Participant who satisfies the applicable requirements set forth herein
shall receive either a Normal Benefit, a Disability Benefit, or a Death Benefit,
as defined in Sections 5.1, 5.2, 6.1, and 6.2 hereof.
A. A Participant shall be ineligible to receive any benefit under
this Plan if his termination of employment is the result of
(i) fraud or willful misconduct; or (ii) the conviction of a
felony involving moral turpitude, which conviction is no
longer subject to appeal. Any determination of (i) or (ii)
above shall be made by the Board in its complete discretion.
B. A Participant shall receive a Normal Benefit as defined in
Section 5.1 hereof commencing upon the Benefit Commencement
Date, provided such Participant remains in the active and
continuous employ of the Company until Retirement and is at
least 56 years old and has participated in the Plan for at
least ten (10) years.
C. A Participant shall receive a Disability Benefit as defined in
Section 5.2 hereof commencing upon the Benefit Commencement
Date (as such term is defined in Section 5.2 hereof) if he
shall become disabled after completing five (5) years of
participation in the Plan.
D. When a Participant dies either prior to or after becoming
eligible to receive a Benefit, his Beneficiary shall receive
the Benefit as provided for in Article VI hereof.
4.2 A Participant shall be deemed disabled or suffering from a
disability (herein referred to as "disability" or "disabled") if, as a result of
injury, sickness, or disease, he is prevented from performing all of the
material duties of his regularly assigned responsibilities with the Company for
a period of ninety (90) consecutive days or more. The determination of whether
such person is disabled shall be made, at its sole discretion, by the Board.
4.3 Periods of temporary disability and leaves of absence as provided
in Section 8.4 hereof shall not be deemed to interrupt continuous employment.
4.4 Notwithstanding the above, a Participant, in order to be eligible
to receive a Benefit under this Plan, must:
A. Render with no further compensation, therefore, such business
consulting and advisory services as the Company may reasonably
request him to provide for a
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period of five (5) years, commencing on the Benefit
Commencement Date, it being understood that:
(i) Such services shall not require the Participant to be
involved in the active day-to-day activities of the Company, and the Participant
shall perform such services as an independent contractor;
(ii) The Participant shall not be required to render
consulting or advisory services during vacation periods or during periods of
personal or family illness or other incapacity; and
(iii) The Participant shall be entitled to designate up to
three one-month periods (which may or may not be consecutive) in a twelve-month
period during which he shall not be required to render consulting or advisory
services; and
B. Not act in any capacity for any business enterprise which
competes in a substantial degree with the Company or any
subsidiary or affiliate thereof, nor engage in any activity
which involves substantial competition with the Company, for a
period of five (5) years after leaving the employ of the
Company or the Supplemental Income Agreement Benefit period,
whichever is greater, in any state in which the Company, its
subsidiaries, or affiliates operate without the consent of the
Company; but such consent shall not be withheld unless the
Participant's competitive activities on behalf of another
employer could be reasonably expected to significantly affect
the operations of the Company or any subsidiary or affiliate
thereof in an adverse manner.
C. Not reveal to any third party any trade secrets or other
confidential or proprietary information of the Company,
including, but not limited to, client lists, operational
methods, and financial information ("confidential
information").
If a Participant should act in such capacity or engage in such
activities without the consent of the Company, or reveal to a
third party any confidential information, such Participant's
entire or remaining Benefit payments, as the case may be,
shall be forfeited.
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ARTICLE V
SUPPLEMENTAL INCOME BENEFIT
5.1 Upon the satisfaction of the conditions set forth in paragraph B of
Section 4.1 hereof, a Participant shall be entitled to receive an annual
supplemental income Benefit (herein referred to as a "Normal Benefit") for a
period of ten (10) years commencing on his Benefit Commencement Date, in the
following amounts:
Level Range of Normal Benefit*
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Executive $15,000 - $50,000
Senior Executive $50,000 - $100,000
*Determined at time of execution of Supplemental Income Agreement
The amount of the Normal Benefit shall be determined by the Board in
its sole discretion, on a case-by-case basis at the time the Participant is
admitted to the Plan.
The Board may award restricted stock to Participants as a Benefit. In such
cases, the number of shares awarded will be determined by estimating the value
of those shares needed at age 56 to fund the estimated Benefit and payout for
ten (10) years using an estimated annual appreciation rate of twelve percent
(12%). However, it is clearly understood and agreed by the Participant that
actual value at age 56 is not guaranteed; and the Benefit will be the actual
value of the restricted stock on the Benefit Commencement Date. It may be more
or less than the value estimated.
5.2 Upon the satisfaction of the conditions set forth in paragraph C of
Section 4.1 hereof, a Participant shall be entitled to receive a supplemental
Disability Benefit (herein referred to as the "Disability Benefit") equal to his
Normal Benefit (determined as of the earliest possible date for payment of the
Benefit) for a period of ten (10) years. The Benefit Commencement Date for a
Participant shall be at such time as the Participant (i) is 65 years of age; and
(ii) would have been in the Plan for ten (10) years but for the disability. This
Disability Benefit shall apply to agreements both prior and subsequent to the
modification of this Plan (September 27, 1995).
ARTICLE VI
DEATH BENEFITS
6.1 Death Prior to Eligibility for Benefit. If a Participant's death
occurs prior to becoming eligible for his Normal Benefit hereunder, his
Beneficiary shall be entitled to receive a Death Benefit (herein referred to as
the "Death Benefit") in the following annual amounts,
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payable for (10) years commencing upon the Participant's death; provided,
however, that an employee must be a Participant in the Plan for at least six (6)
months:
Level Death Benefit
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Executive $20,000
Senior Executive Normal Benefit Amount*
*The Death Benefit for Senior Executive Participants shall be determined by the
Board, in its complete discretion, on a case-by-case basis, and as provided in a
Participants' Supplemental Income Plan Agreement.
6.2 Death After Eligibility for Benefit. If a Participant's death
occurs after becoming eligible for his Normal Benefit or Disability Benefit
hereunder, but before Benefit payments have commenced or before he has received
all of his payments hereunder, the Participant's Beneficiary shall be entitled
to receive payments starting immediately for the entire Benefit period or any
balance thereof; and the annual amount thereof shall be equal to the annual
Benefit amount (either Normal or Disability) that the Participant had been
receiving or was entitled to receive.
6.3 Suicide Disqualification. Notwithstanding Sections 6.1 and 6.2
hereof, no Benefits shall be payable to a Beneficiary if the Participant's death
resulted from suicide within two (2) years after he becomes a Participant.
6.4 Designation of Beneficiary. Each Participant, immediately upon
becoming a Participant, shall designate in writing the Beneficiary who shall
receive a Benefit as a result of his death. The Participant may change the
Beneficiary from time to time, at his discretion, by notifying the Company in
writing.
In the event the Beneficiary dies before all Benefit payments to
which the Beneficiary is entitled are made hereunder, the remaining payments
shall be paid to the personal representative of the Beneficiary's estate in
accordance with applicable state law. If a Participant fails to designate a
Beneficiary, or if no Beneficiary survives the Participant, the Benefit payments
due hereunder shall be made to the personal representative of the Participant's
estate in accordance with applicable state law.
ARTICLE VII
CLAIMS PROCEDURE
7.1 In the event a Participant (or Beneficiary) does not receive a
distribution of a Benefit to which he believes he is entitled, he may present a
claim to the Board. The claim for Benefits must be in writing and addressed to
the Company.
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The decision of the Board of Directors shall be made within sixty (60)
days after receipt of a request for review and shall be communicated in writing
to the claimant. Such written notice shall set forth the basis for the Board of
Directors' decision. If there are special circumstances (such as the need for a
hearing) which require an extension of time for completing the review, the Board
of Directors' decision shall be rendered not later than one hundred twenty (120)
days after receipt of a request for a review.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Source of Benefits. The Benefits which are provided by this Plan
shall be paid by the Company to a Participant out of its general assets,
purchase of annuities, restricted stock, or any other source, including the
establishment of a trust, for the purpose of assuring the payment of Benefits;
provided, however, that such assets remain subject to the claims of the general
creditors of the Company. The Company, in its sole discretion, may apply for and
procure as owner, and for its own benefit, insurance on the life of the
Participant in such amounts and in such forms as the Company may choose. The
Participant shall have no interest whatsoever in any such policy or policies,
but, at the request of the Company, shall submit to medical examinations and
supply such information and execute such documents as may be required by the
insurance company or companies to which the Company has applied for insurance.
As previously stated in Section 5.1, the Board may award restricted stock to
fund part or all of a Participant's Benefits under the Plan. In such cases, the
actual Benefit will be based on the actual stock value at the Benefit
Commencement Date, as provided for in a Participants' Supplemental Income
Agreement.
8.2 Employment Rights. This Plan shall not be deemed to create a
contract of employment between the Company and any Participant and shall create
no right for a Participant to continue in the Company's employ for any specific
period of time, or to create any other rights in a Participant or obligations on
the part of the Company, except as are set forth herein, nor shall this Plan
restrict the right of the Company to discharge or terminate a Participant.
8.3 Independence of Benefits. The amounts payable under this Plan shall
be independent of, and in addition to, any other benefits or compensation
payable to a Participant; and this Plan shall not cause a change in a
Participant's compensation, nor have any effect whatsoever on benefits payable
to a Participant under any benefit plan covering employees of the Company.
8.4 Leaves of Absence. A leave of absence granted by the Company to a
Participant shall not be deemed an interruption in continuous employment of the
Participant for purposes of determining eligibility pursuant to this Plan.
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8.5 Assignability. A sale, transfer, alienation, assignment, pledge,
collateralization, or attachment of any Benefit provided by this Plan is
prohibited and shall not be recognized nor deemed to be valid by the Company.
8.6 Withholding of Taxes. The Company shall withhold applicable
federal, state, and local taxes from the Benefit payments due hereunder to the
extent such withholding is required by reason of such laws.
8.7 Amendment and Termination of Plan. The Company intends to continue
this Plan indefinitely; however, the Board of Directors reserves the right to
amend, alter, modify, or revoke the Plan for its Participants at any time,
without the approval of the shareholders of the Company, provided:
A. Such action shall apply equally to all Participants similarly
situated;
B. Such action shall not affect in any manner the Benefit payable
to a Participant if payment of such Benefit commenced before
such action was taken; and
C. If such action has the effect of reducing or eliminating
Benefits or making the eligibility requirements to receive a
Benefit more stringent, each Participant shall be eligible to
receive a Normal Benefit or Disability Benefit which shall be
the greater of:
(i) the Normal Benefit or Disability Benefit, as provided in
Article IV hereof, calculated in accordance with Article V hereof, based on his
eligibility and Benefit level immediately prior to the effective date of such
amendment, alteration, modification or revocation, and such Benefit will be
payable commencing upon the Benefit Commencement Date or death, as set forth in
Article IV hereof; or
(ii) the Benefit payable in accordance with any amendments,
alternations, or modifications of the Plan which become effective after January
12, 1988.
8.8 Administration. The Board shall have the full power and authority
to interpret, construe, and administer this Plan on behalf of the Company and
its interpretations and construction hereof shall be binding and conclusive on
all Participants for all purposes. No member of the Board shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of this Plan unless attributable to his own willful misconduct or
lack of good faith.
8.9 Separate Account. To the extent required by law, the Board shall
establish separate accounts for the Benefit of each Participant.
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8.10 Separate Agreements. The Company shall enter into separate
agreements with Participants providing for the grant of Benefits thereunder. In
the event of any inconsistency between any such agreement and the Plan, the
agreement shall govern.
8.11 Governing Law. This Plan shall be governed by the laws of the
State of Florida.
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