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KIMBALL INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SERP)
(1995 Revision)
Article 1 -- Name and Purpose of Plan
The name of this Plan is the Kimball International, Inc. Supplemental Executive
Retirement Plan (the "Plan" or the "SERP"). Its purpose is to provide a select
group of United States officers and senior managers employed by Kimball
International, Inc. (the Company) with the opportunity to defer cash
compensation otherwise payable to them as employees of the Company. The Plan
shall be administered by the SERP Committee as provided in Article 10.
Article 2 -- Effective Date of Plan; Plan Year
The Plan shall be effective as of July 1, 1994--the first day of the Company's
1994-95 fiscal year. Beginning January 1, 1996 the Plan Year shall be the
calendar year.
Article 3 -- Participants
Each person who is a United States officer or senior manager of the Company on
or after the Effective Date (an "Eligible Employee") shall be eligible to
participate in the Plan, but only during the period of time that he is and
remains a member of the Company's Executive Committee; provided, however, that a
member of the Executive Committee may only be an "Eligible Employee" if that
person is one of the highest 4% paid employees of the Company. Any Eligible
Employee who elects to participate in the Plan shall hereinafter be called a
"Participant." The Company shall establish for each Participant a deferred
compensation account, as specified in Article 5.
Article 4 -- Deferral Election
Each Participant shall be entitled to make an advance written irrevocable
election to defer receipt of up to 50% of the cash compensation otherwise
payable by the Company to him for the 1994-95 fiscal year of the Company, and up
to 10% of the cash compensation otherwise payable by the Company to him for any
later year. Such election may be expressed in terms of a percentage or
percentages of compensation, or if permitted by the SERP Committee, a specified
dollar amount. This written election shall include elections as to the period
of deferral, the form of payment, and a beneficiary. The written irrevocable
election must be received by the Company by May 31, 1994 for the 1994-95 fiscal
year, and by the December 31 preceding the beginning of any later year (the
period from July 1, 1995 through December 31, 1995 being treated as a year for
this purpose, due to the change of the Plan Year to a calendar year).
A Participant may elect:
Exhibit 10 (f)
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a. Before December 31, to change the amount of cash compensation to be
deferred for the following year, and, subject to the provisions of Article 6,
the period of deferral and/or the form of payment thereof; and/or
b. At any time, to change his beneficiary designation.
Notwithstanding the foregoing, to the extent the SERP Committee deems it
possible and reasonably feasible, any deferral (or portion thereof) under this
Plan by a Participant under the age of 71 may be recharacterized, no later than
2-1/2 months after the end of the Company's fiscal year during which the
deferral was made, as an Elective Tax-Deferred Participant Contribution under,
and subject to the terms of, the Company's Retirement Plan. In such event, the
Company shall contribute the recharacterized portion of the deferral to the
Retirement Plan in accordance with the terms thereof.
Article 5 -- Deferred Compensation Accounts
A separate account within the financial records of the Company shall be
established and maintained for each Participant. This account shall reflect the
cash compensation deferred by the Participant, and any investment earnings or
losses credited thereto from time to time.
The cash compensation deferred hereunder by a Participant and any Retirement
Plan make-ups made pursuant to Article 7 shall be credited with deemed
investment earnings or losses in accordance with procedures established from
time to time by the SERP Committee. In particular, the SERP Committee may treat
all or a portion of a Participant's account as though it were invested in the
same manner as the Participant's account in the Company's Retirement Plan. The
Participant shall receive a statement of account at least annually.
In the event a Participant's deferral for any period is, pursuant to Article 4,
treated as an Elective Tax-Deferred Participant Contribution to the Company's
Retirement Plan, the Participant's account under this Plan shall be reduced
accordingly.
Article 6 -- Distribution of Deferred Compensation Accounts
No distribution of a Participant's deferred compensation account shall be made
except as provided in this Article 6, or, upon termination of the Plan, as
provided in Article 11. Whenever a payment is to be made under this Plan the
SERP Committee, in its sole discretion, may cause it to be deferred and paid as
soon as administratively practical following the end of the Company's fiscal
year in which occurs the event causing such payment to be due.
Termination of Employment. If a Participant's employment with the Company
terminates for any reason prior to the time when the Participant meets the
requirements which would entitle him to retire under the terms of Section 4.1 of
the Company's Retirement Plan, notwithstanding any election made under Article
4, the deferred compensation account of that Participant shall be payable to him
in a lump sum following such termination.
Exhibit 10 (f)
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Form of Payment. Subject to the preceding paragraphs, a Participant's deferred
compensation account shall be payable in accordance with the Participant's
elections made under Article 4 -- in a lump sum or in installment payments over
a period of either 5 or 10 years, commencing at the time elected by the
Participant under Article 4.
Death. If the Participant dies before receiving all amounts credited to his
deferred compensation account, then the unpaid amounts in the Participant's
account shall be paid to the Participant's designated beneficiary in a single
lump sum following the Participant's death. If the Participant has no surviving
or existing designated beneficiary, then the amounts shall be paid to the
Participant's estate.
Retirement. If the Participant retires at a time when he meets the requirements
which would entitle him to retire under the terms of Section 4.1 of the
Company's Retirement Plan, then the balance in the Participant's account shall
be paid to the Participant, in the form of payment elected pursuant to Article
4.
Hardship. Notwithstanding the deferral election made by a Participant pursuant
to Article 4, a Participant may request an earlier distribution for serious
financial hardship. The SERP Committee shall, in its sole discretion, make the
determination of serious financial hardship, including the amount, if any, to be
distributed and the timing of the distribution.
Article 7 -- Retirement Plan "Makeups"
A Participant's compensation that is deferred under this Plan, as well as a
Participant's compensation in excess of the Internal Revenue Code Section
401(a)(17) limits, will not be eligible compensation for purposes of calculating
the amount of the Participant's allocations under the Company's Retirement Plan.
In addition, Internal Revenue Code Section 415 may further limit the amount of
Company contributions that can be allocated to the account of a Participant
under the Retirement Plan.
Pursuant to rules and procedures established by the SERP Committee, any loss of
Company contributions under the Company's Retirement Plan due to the deferral of
compensation under this Plan or to the application of Internal Revenue Code
Section 401(a)(17) and/or Section 415 may be compensated for by the Company
through a deposit by the Company to the Participant's deferred compensation
account in an amount equal to the lost Company contribution that would otherwise
have been allocated to the Participant's account under that Plan if there had
been no deferral of compensation made under this Plan and if the limitations of
Internal Revenue Code Sections 401(a)(17) and 415 did not exist. Such deposit
shall be subject to the applicable vesting provisions of the Retirement Plan.
Article 8 -- Participant's Rights
The establishment of this Plan shall not be construed as giving any Participant
the right to be retained in the Company's service or employ, or the right to
receive any benefits not specifically provided by the Plan. A Participant shall
Exhibit 10 (f)
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have an immediate 100% vested interest in the portion of his deferred
compensation account attributable to his deferrals elected pursuant to Article 4
(including investment earnings or losses credited under Article 5); and a
Participant shall have the same percentage vested interest in the Company
contributions made to his account under Article 7 (including investment earnings
or losses credited under Article 5) that he has in the Company contributed
portion of his account under the Company's Retirement Plan.
Article 9 -- Nonalienability and Nontransferability
The rights of a Participant to the distribution of his deferred compensation
account shall not be assignable or transferable, or be subject in any manner to
alienation, anticipation, pledge, encumbrance or charge. No Participant may
borrow against his account. No account shall be subject in any manner to
garnishment, execution, or levy of any kind, whether voluntary or involuntary,
including but not limited to any liability that is for alimony or other payments
for the support of a spouse or former spouse, or for any other relative of a
Participant.
Article 10 -- Administration of Plan
This Plan shall be administered by the SERP Committee appointed by the Board of
Directors of the Company. That Committee shall have authority to adopt rules
and regulations for administering the Plan and to interpret, construe, and
implement the provisions hereof. Any decision or interpretation of any
provision of the Plan adopted by that Committee shall be final and conclusive.
A Participant who is a member of that Committee shall not participate in any
decision involving a request made by him or relating specifically to his rights,
duties, and obligations as a Participant.
Article 11 -- Amendment and Termination of Plan
The Plan may, at any time and from time to time, be amended, modified, or
terminated by the SERP Committee; and that Committee, in conjunction with the
termination of the Plan, may cause immediate lump-sum distributions to be made
to the Participants of their deferred compensation accounts, regardless of the
tax consequences to the Participants or the Company. In no other case, however,
may an amendment, modification, or termination of the Plan adversely affect any
Participant's rights with respect to amounts then-accrued in his deferred
compensation account.
Article 12 -- Rabbi Trust
Any and all compensation deferred by a Participant may be held, in the
discretion of the Company, under a grantor trust (i.e., a "rabbi trust")
established for this Plan. Plan Participants and beneficiaries shall have no
interest in the assets of the trust or in any specific assets of the Company
relative to rights and/or benefits under this Plan; and the rights to deferred
amounts in the trust shall be subject to the nonalienability and
Exhibit 10 (f)
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nontransferability restrictions set forth in Article 9. Participants shall have
rights under this Plan no greater than the rights of a general, unsecured
creditor of the Company.
Article 13 -- General Provisions
a. Controlling Law. Except to the extent superseded by federal law, the laws
of the State of Indiana shall be controlling in all matters relating the Plan,
including construction and performance hereof.
b. Captions. The captions of articles and paragraphs of this Plan are for
convenience of reference only. They shall not control or affect the meaning or
construction of any of the Plan's provisions.
c. Facility of Payment. Any amounts payable hereunder to any person who is
under legal disability or who, in the judgment of the SERP Committee, is unable
to manage his financial affairs, may be paid to the legal representative of such
person or may be applied for the benefit of such person in any manner that the
SERP Committee may select. Any such payment shall be deemed to be payment for
such person's account, and shall be a complete discharge of all liability of the
Company with respect to the amount so paid.
d. Withholding Payroll Taxes. To the extent required by the laws in effect at
the time when compensation is deferred, and at the time amounts are distributed
from a Participant's deferred compensation account, the Company shall withhold
from compensation, or from payments made hereunder, any taxes required to be
withheld under federal, state, or local law.
e. Administrative Expenses. All out-of-pocket expenses of administering the
Plan shall be borne by the Company, and no part thereof shall be charged against
any Participant's account or any amounts distributable hereunder.
f. Survival of Nonprohibited Provisions. Any provision of this Plan prohibited
by the law of any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition without invalidating the remaining provisions
hereof.
g. Protection of SERP Committee, Etc. Except as otherwise expressly provided
by law, no member of the Company's Board of Directors or SERP Committee, and no
officer, employee, or agent of the Company, shall have any liability to any
person, firm, or corporation based on or arising out of the Plan except in the
case of gross negligence or fraud.
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Exhibit 10 (f)
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IN WITNESS WHEREOF, Kimball International, Inc. has caused this 1995 Revision of
the Plan to be signed this ______________ day of May, 1995.
KIMBALL INTERNATIONAL, INC.
By _________________________
Title _________________________
Exhibit 10 (f)
