Attached files
SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN
EFFECTIVE JANUARY 1, 2009
SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
ARTICLE I. HISTORY AND PURPOSE 1
ARTICLE II. DEFINITIONS 1
2.1.Accrued Benefit 1
2.2.Board 1
2.3.Change of Control 1
2.4.Code 2
2.5.Committee 2
2.6.Company 2
2.7.Disability 2
2.8.Effective Date 2
2.9.Eligible Spouse 2
2.10. Event Payment Date 2
2.11. Inactive Participant 3
2.12. Market Interest Rate 3
2.13. Normal Retirement Date 3
2.14. Participant 3
2.15. Participation Date 3
2.16. Plan 3
2.17. Plan Administrator 3
2.18. Plan Year or Year 3
2.19. Related Company 3
2.20. Separation Date 3
2.21. Separation from Service 3
2.22. SERP Actuarial Value 4
2.23. SERP Plan 4
2.24. Years of Service 4
ARTICLE III. PARTICIPATION 4
3.1.Participation Date 4
3.2.Cessation of Participation 4
3.3.Inactive Participants 4
3.4.Participation not Contract of Employment 4
3.5.SERP Plan 5
ARTICLE IV. RETIREMENT BENEFITS 5
4.1.Determination of Accrued Benefit 5
4.2.Annual Allocation to Cash Balance Account 5
4.3.Final Cash Balance Account Allocation 5
4.4.Interest Allocation to Cash Balance Account 5
4.5.Tax Distributions 6
ARTICLE V. PAYMENT OF BENEFITS 6
5.1.Fully Vested Benefits 6
5.2.Forfeitures 7
5.3.Payment of Lump Sum 7
5.4.Death Benefit 7
5.5.Determination of Beneficiary 7
ARTICLE VI. FUNDING 7
6.1.Unfunded Plan 7
ARTICLE VII. WITHHOLDING OF TAXES 8
7.1.Tax Reporting 8
7.2.Tax Withholding 8
ARTICLE VIII. PLAN ADMINISTRATOR 8
8.1.Membership and Authority 8
8.2.Delegation 9
8.3.Information to be Furnished 9
8.4.Plan Administrator's Decision Final 9
8.5.Remuneration and Expenses 9
8.6.Indemnification of Committee Member 9
8.7.Resignation or Removal of Committee Member 9
8.8.Interested Committee Member 9
ARTICLE IX. CLAIMS PROCEDURE 9
9.1.Claim 9
9.2.Denial of Claim 10
9.3.Review of Claim 10
9.4.Final Decision 10
ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN 10
10.1. Board 10
ARTICLE XI. MISCELLANEOUS 11
11.1. Captions 11
11.2. Company Action 11
11.3. Company Records 11
11.4. Evidence 11
11.5. Gender and Number 11
11.6. Governing Law 11
11.7. Non-Assignability 11
11.8. Participant Cooperation 11
11.9. Successors 11
11.10.Unsecured General Creditor 12
11.11.Validity 12
11.12.Waiver of Notice 12
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SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN
ARTICLE I.
HISTORY AND PURPOSE
Seaboard Corporation (the "Company") adopts this Cash
Balance Executive Retirement Plan (the "Plan") effective as of
January 1, 2009. The Company previously adopted the Seaboard
Corporation 409A Executive Retirement Plan (the "SERP Plan"),
amended and restated effective January 1, 2009. Section 457A of
the Internal Revenue Code of 1986, as amended (the "Code") was
recently adopted and provides for adverse tax consequences to the
employees of certain foreign affiliates of the Company
participating in the SERP Plan. Accordingly, the Participants in
the SERP Plan listed on the Addendum A attached hereto shall be
removed as Participants from the SERP Plan, and shall be
Participants under this Plan. The purpose of this Plan is to
provide a supplemental retirement benefit to the Participants
which is substantially similar to the benefits that would have
been provided to said Participants under the SERP Plan. The Plan
is intended to satisfy the requirements of Code Section 457A.
The Plan shall be interpreted and administered in a manner
consistent with this intent.
ARTICLE II.
DEFINITIONS
For the purpose of this Plan, the following words and
phrases shall have the meaning indicated, unless the context
clearly indicates otherwise:
2.1. Accrued Benefit means a Participant's benefit
determined as of a particular time under the provisions of this
Plan.
2.2. Board means the Board of Directors of Seaboard
Corporation.
2.3. Change of Control means an event or transaction
described below; provided, however, an event or transaction
described below will not be a Change of Control for purposes of
a payment event under the Plan unless it constitutes a change
in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the assets of the
Company, within the meaning of Code Section 409A(a)(2)(A)(v):
(a) The acquisition by any unrelated person or entity of
more than fifty percent (50%) of either the outstanding
shares of common stock or the combined voting power of
the Company's then outstanding voting securities
entitled to vote generally in the election of directors;
(b) The sale to an unrelated person or entity of Company
assets that have a total gross fair market value of
more than eighty-five percent (85%) of the total gross
fair market value of all of the assets of the Company
immediately prior to such sale;
(c) The acquisition, whether by reorganization, merger,
consolidation, purchase or similar transaction, by any
person or entity or more than one person or entity
acting as a group of more than fifty percent (50%) of
the outstanding shares of stock of the Company or the
combined voting power entitled to vote generally in the
election of directors of the Company or the entity in
which the Company was reorganized, merged or
consolidated into;
(d) The acquisition by any person or entity (other than by
any descendant of Otto Bresky, Senior or any trust
established primarily for the benefit of any descendant
of Otto Bresky, Senior or any other related person or
entity) of more than fifty percent (50%) of either the
membership interests or the combined voting power of
Seaboard Flour, LLC at any time when Seaboard Flour,
LLC owns fifty percent (50%) or more of the Company.
For purposes of determining whether there has been a Change of
Control under this Section 2.3, the attribution of ownership
rules under Code Section 318(a) shall apply. Also for purposes
of determining whether there has been a Change of Control,
"Company" means only Seaboard Corporation and any successors to
the business of Seaboard Corporation.
2.4. Code means the Internal Revenue Code of 1986, as
amended from time to time. References to any Section of the
Internal Revenue Code shall include any successor provision
thereto.
2.5. Committee means the committee, if any, appointed to
administer this Plan pursuant to Article VIII.
2.6. Company means Seaboard Corporation, a Delaware
corporation, and any of its subsidiaries or affiliates that are
participating in this Plan, and any successors to the business
of Seaboard Corporation and such participating subsidiaries or
affiliates.
2.7. Disability means a period in which the Participant is
(a) unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months; or (b) by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not
less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an
accident and health plan sponsored by the Company.
2.8. Effective Date means the effective date of this Plan,
which is January 1, 2009.
2.9. Eligible Spouse means the spouse of a Participant to
whom the Participant was married on the date payment of the
Participant's vested Accrued Benefit commences, or, if earlier,
on the date of the Participant's death. The length of the
marriage prior to either of such dates shall not be taken into
consideration.
2.10. Event Payment Date has the meaning given to such term
in Section 4.3.
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2.11. Inactive Participant means a Participant who is no
longer accruing a benefit under the Plan because either (a) the
President or a Senior Vice President of Seaboard Corporation
has determined in his sole discretion that the Participant shall
no longer accrue a benefit under the Plan because the
Participant no longer satisfies criteria for participation as
determined by the President or a Senior Vice President in his
sole discretion; or (b) the Participant has had a Separation
from Service.
2.12. Market Interest Rate shall mean for each Year the
equivalent annual rate of the Moody's AA Long Term Corporate Bond
Yield Index, as of the first day of such Year in which the index
is published, or such other rate which is established by the
Committee from time to time.
2.13. Normal Retirement Date means the first day of the
calendar month coinciding with or next following date the
Participant attains age sixty-two (62).
2.14. Participant means any individual who is designated as
a Participant in the Plan as provided in Section 3.1 and who has
not ceased to be a Participant under Section 3.2.
2.15. Participation Date means the date an employee
becomes a Participant, as provided in Section 3.1. The
Participation Date of each Participant shall be stated on
Addendum A.
2.16. Plan means the Seaboard Corporation Cash Balance
Executive Retirement Plan as set forth herein and as amended from
time to time.
2.17. Plan Administrator means the Committee, if any, but
if at any time there is no Committee acting hereunder then the
Plan Administrator will be Seaboard Corporation.
2.18. Plan Year or Year means the twelve (12) month period
beginning January 1 and ending December 31.
2.19. Related Company means any corporation which is a
member of a controlled group of corporations (as defined in Code
Section 414(b)) that includes the Company or any corporation
or other entity with whom the Company is considered a
single employer under Code Section 414(c).
2.20. Separation Date means the date the Participant has a
Separation from Service.
2.21. Separation from Service means the Participant's
termination of employment with the Company. Whether a termination
of employment has occurred shall be determined based on whether
the facts and circumstances indicate the Participant and Company
reasonably anticipate that no further services will be performed
by the Participant for the Company; provided, however, that a
Participant shall be deemed to have a termination of employment
if the level of services he or she would perform for the Company
after a certain date permanently decreases to no more than
twenty percent (20%) of the average level of bona fide services
performed for the Company (whether as an employee or
independent contractor) over the immediately preceding thirty-six
(36) month period (or the full period of services to the
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Company if the Participant has been providing services to the
Company for less than 36 months). For this purpose, a
Participant is not treated as having a Separation from Service
while he or she is on a military leave, sick leave, or other bona
fide leave of absence, if the period of such leave does not
exceed six (6) months, or if longer, so long as the Participant
has a right to reemployment with the Company under an applicable
statute or by contract. Where used in this Section 2.21,
the term Company includes any Related Company.
2.22. SERP Actuarial Value means, with respect to each
Participant, the amount which would have been such Participant's
Actuarial Value under the SERP Plan if Participant had remained
a Participant in such SERP Plan through the date as of which
the SERP Actuarial Value is being determined pursuant to this
Plan.
2.23. SERP Plan means the Seaboard Corporation 409A
Executive Retirement Plan, adopted by Seaboard Corporation
effective January 1, 1999, as most recently amended and restated
effective January 1, 2009, and as hereafter amended from time to
time.
2.24. Years of Service at any particular time means the
Years of Service as defined in the SERP Plan.
ARTICLE III.
PARTICIPATION
3.1. Participation Date. Those persons who are set forth
on Addendum A shall be Participants in the Plan on the Effective
Date. An employee of the Company or an affiliate of the
Company who is not a Participant on the Effective Date, and who
is determined by the President of Seaboard Corporation to be
a member of a select group of management or highly compensated
employees, will become a Participant if he is designated as a
Participant by the President of Seaboard Corporation. Such
employee's Participation Date will be the date specified by the
President of Seaboard Corporation. Commencement of participation
does not guarantee any Participant continued active participation
hereunder.
3.2. Cessation of Participation. A Participant will cease
to be a Participant when he no longer has an Accrued Benefit.
3.3. Inactive Participants. An Inactive Participant will
have a frozen Accrued Benefit hereunder. If at any time the
frozen Accrued Benefit of an Inactive Participant is zero, then
the Inactive Participant will no longer have an Accrued Benefit
and will cease to be a Participant.
3.4. Participation not Contract of Employment. The Plan
does not constitute a contract of employment, and participation
in the Plan will not give any Participant the right to continue
in the employ of or provide services to the Company,
or interfere in any way with the right of the Company to
terminate the employment of the Participant or give any right or
claim to any benefit under the terms of the Plan unless such
right or claim is specifically vested under the terms of the
Plan.
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3.5. SERP Plan. This Plan is provided to the Participants
in lieu of any benefit under the SERP Plan. On the Effective
Date, the Participants shall no longer have any benefit under the
SERP Plan, whether or not accrued or vested, and in consideration
of this Plan, such benefit and Participant's rights under said
SERP Plan shall be terminated and void.
ARTICLE IV.
RETIREMENT BENEFITS
4.1. Determination of Accrued Benefit. A Participant's
Accrued Benefit is a benefit payable in the form of a lump sum
payment made on the date described in Section 5.3 below, in an
amount equal to the balance in the Cash Balance Account as of
the Event Payment Date (as defined in Section 4.3 below). The
Cash Balance Account for each Participant shall equal: (a) the
SERP Lump Sum Actuarial Value, as shown on Addendum B attached
hereto; plus/minus (b) the cumulative amount of all Annual
Cash Balance Allocations made pursuant to Section 4.2 below;
plus/minus (c) the Final Cash Balance Account Allocation made
pursuant to Section 4.3 below; plus (d) the Interest Allocation
made pursuant to Section 4.4 below; less (e) the sum of all Tax
Distributions made pursuant to Section 4.5 below.
4.2. Annual Allocation to Cash Balance Account.
Approximately thirty (30) days prior to the end of each Year,
the Company shall cause its actuary to calculate the SERP
Actuarial Value as of the end of the Year. To the extent the
SERP Actuarial Value is more than the then Cash Balance Account
(taking into account the Interest Allocation and the Tax
Distribution to be made pursuant to Sections 4.4 and 4.5 below)
(the "Deficiency"), there shall be added to the Cash Balance
Account an amount equal to the Deficiency. To the extent the
SERP Actuarial Value is less than the then Cash Balance Account
(taking into account the Interest Allocation and the Tax
Distribution, if any, to be made pursuant to Sections 4.4 and 4.5
below) (the "Surplus"), there shall be deducted from the Cash
Balance Account an amount equal to the Surplus (the amount added
to or deducted from the Cash Balance Account pursuant to this
Section 4.2 being hereinafter referred to as the "Annual Cash
Balance Allocation").
4.3. Final Cash Balance Account Allocation. As soon as
practicable after the earliest to occur of: ( a) a
Participant's Separation of Service; (b) a Participant's
Disability; (c) a Participant's death; or (d) a Change of Control
(each, an "Event Payment Date"), the Company shall cause its
actuary to calculate the SERP Actuarial Value as of the Event
Payment Date. To the extent the SERP Actuarial Value is more
than the then Cash Balance Account (taking into account the
Interest Allocation to be made pursuant to Section 4.4 below)
(the "Final Deficiency"), there shall be added to the Cash
Balance Account an amount equal to the Final Deficiency. To the
extent the SERP Actuarial Value is less than the then Cash
Balance Account (taking into account the Interest Allocation to
be made pursuant to Section 4.4 below) (the "Final Surplus"),
there shall be deducted from the Cash Balance Account an amount
equal to the Final Surplus (the amount being added to or deducted
from the Cash Balance Account pursuant to this Section 4.3 being
hereinafter referred to as the "Final Cash Balance Allocation").
4.4. Interest Allocation to Cash Balance Account. Simple
interest shall accrue on the amount of the Cash Balance
Account at the Market Interest Rate. Such interest shall be
allocated to the account as of the end of each Year and as of the
Event Payment Date in connection with the Final Cash Balance
Allocation (the "Interest Allocation").
5
4.5. Tax Distributions. Prior to the end of each Year, to
the extent there is an amount includible in income by reason
of Section 457A of the Code, the Company shall pay to each
Participant before the end of each Year an amount equal to the
product of: (a) the Tax Distribution Percentage (as defined
below); and (b) the sum of the Annual Cash Balance Allocation
and the Interest Allocation for such Year included in income
under Section 457A of the Code, provided such sum is positive,
representing the estimated federal and state taxes the
Participant will incur as a result of said allocations (the
"Annual Tax Distribution").
In connection with any reporting of the SERP Lump Sum
Actuarial Value as income on the W-2 of a Participant pursuant to
Section 7.1 below, the Company shall pay to such Participant a
payment of the Tax Distribution Percentage of the amount of the
SERP Lump Sum Actuarial Value, representing the estimated federal
and state income taxes the Participant will incur as a result of
said reporting (the "SERP Tax Distribution") (the sum of the
Annual Tax Distributions and the SERP Tax Distribution are
collectively referred to as the "Tax Distributions").
Notwithstanding the foregoing, no Tax Distributions
shall be made unless and until a Participant becomes fully vested
in the Plan pursuant to Section 5.1 below. Prior to the end of
the Year in which a Participant becomes fully vested in the Plan,
the Company shall pay such Participant the Tax Distributions
which Participant would have been paid had the Participant been
vested.
For purposes of this Agreement, the Tax Distribution
Percentage for each Participant shall initially be as set forth
on Addendum B. The Company may increase or decrease the Tax
Distribution Amount for any Year and Participant by a notice to
each Participant.
ARTICLE V.
PAYMENT OF BENEFITS
5.1. Fully Vested Benefits. A Participant will be fully
vested in the Participant's Accrued Benefit upon the first to
occur of:
(a) The Participant's Normal Retirement Date if the
Participant is an employee of the Company or a Related
Company on the Participant's Normal Retirement Date; or
(b) The Participant's Disability as determined by the
Committee if such disability occurs while the
Participant is an employee of the Company or a Related
Company; or
(c) The Participant's death while the Participant is an
employee of the Company or a Related Company; or
(d) The Participant's completion of five Years of Service;
or
(e) A Change of Control.
6
5.2. Forfeitures. If the Participant does not have a vested
Accrued Benefit under the provisions of Section 5.1 upon the
Participant's Separation Date, then the Participant's Accrued
Benefit will be forfeited.
5.3. Payment of Lump Sum. The Participant's vested Accrued
Benefit shall be paid in a lump sum payment as soon as
administratively feasible in accordance with then applicable
provisions of the Code after: (a) the Participant has a
Separation from Service; (b) there has been a Change of Control
which occurs prior to the date the Participant has a Separation
from Service; or (c) the Participant incurs a Disability prior
to the date the Participant has a Separation from Service.
Payment of all or a portion of the Accrued Benefit may be
delayed by up to six (6) months in accordance with the then
applicable provisions of the Code.
5.4. Death Benefit. If the Participant dies prior to the
lump sum payment of Participant's Accrued Benefit, then the
Participant's vested Accrued Benefit will be paid to the
Participant's beneficiary as determined under Section 5.5 as
soon as practical after the Participant's death in the form of
a lump sum payment.
5.5. Determination of Beneficiary. Each Participant from
time to time may designate any person or persons, trust, estate
or charitable institution (who may be designated concurrently
or contingently) to whom the Participant's vested Accrued
Benefit under the Plan will be paid if the Participant dies prior
to the lump sum payment of the Participant's Accrued Benefit.
A beneficiary designation will be effective only if filed in
writing with the Plan Administrator while the Participant is
alive. The Participant's beneficiary will be the beneficiary
designated on the last such written designation filed by the
Participant prior to the Participant's death.
If a Participant fails to validly designate a
beneficiary, then the Participant's beneficiary will be the
Participant's Eligible Spouse, but if the Participant is not
survived by an Eligible Spouse then the Participant's beneficiary
will be the personal representative of the Participant's estate;
provided, however, if the Participant does not otherwise have a
probate estate, the Plan Administrator may pay the Participant's
vested Accrued Benefit to such person or persons whom the Plan
Administrator determines, in the Plan Administrator's sole and
absolute discretion, would be the beneficiaries in a probate
proceeding, and the Plan Administrator shall have no liability to
any person for any such determination.
ARTICLE VI.
FUNDING
6.1. Unfunded Plan. This Plan is an unfunded plan for
income tax purposes and for purposes of Title I of ERISA. The
Company may from time to time deposit assets in a trust
established by the Company that is subject to the creditors
of the Company but which assets must otherwise be used for the
purpose of paying Accrued Benefits hereunder. In the event
of a Change of Control, the Company will, as soon as practical
following such Change of Control, deposit or cause to be
deposited in such trust an amount sufficient (as determined
by the Company's actuary for its Pension Plan) to pay all
vested Accrued Benefits of the Participants as determined
as of the first day following such Change of Control, to the
extent such amounts are not payable within ninety (90) days of
the Change in Control.
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ARTICLE VII.
WITHHOLDING OF TAXES
7.1. Tax Reporting. The W-2 prepared by the Company for
Participants for each Year (and after the Event Payment Date)
shall report the Annual Cash Balance Allocation (Final Cash
Balance Allocation) and the Interest Allocation pursuant to
Section 4.4 above, provided the net amount of said allocations
is positive, to the extent such inclusion in income is required
by Section 457A of the Code or otherwise. Notwithstanding the
foregoing, a W-2 will not be prepared for a Participant until
the Participant is fully vested in the Plan, and the W-2 for the
Year in which the Participant becomes vested shall report all
income through the end of the Year in which the Participant
becomes vested.
In the event a Participant's Accrued benefit has not
been paid to such Participant before December 31, 2017, then the
W-2 for such Participant for the year ended December 31, 2017
shall report as income the SERP Lump Sum Actuarial Value, to the
extent such reporting is required by Section 457A of the Code.
7.2. Tax Withholding. The Company has the right to retain
and withhold from any payment of benefits hereunder the amount
of taxes required by any government to be withheld or otherwise
be deducted and paid with respect to such payment.
ARTICLE VIII.
PLAN ADMINISTRATOR
8.1. Membership and Authority. The Board may appoint, or
delegate the appointment of, a Committee to act as Plan
Administrator. In the event a Committee is acting as Plan
Administrator, the Committee shall act by a majority of its
members except to the extent it has delegated responsibilities
hereunder. The Plan Administrator shall have the following
powers, rights and duties in addition to those vested in it
elsewhere in the Plan:
(a) To adopt such rules of procedure and regulations as, in
its opinion, may be necessary for the proper and
efficient administration of the Plan and as are
consistent with the provisions of the Plan.
(b) To enforce the Plan in accordance with its terms and
with such applicable rules and regulations as may be
adopted.
(c) To construe and interpret the Plan in the Plan
Administrator's sole discretion, and to determine all
questions arising under the Plan, including the power
to determine the rights of Participants and their
beneficiaries and the amount of their respective
benefits.
(d) To maintain and keep adequate records concerning the
Plan and concerning its proceedings and acts in such
form and detail as the Plan Administrator may decide.
(e) To direct all payments of benefits under the Plan.
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8.2. Delegation. In exercising its authority to control
and manage the operation and administration of the Plan, the
Plan Administrator may employ agents and counsel (who may also be
employed by the Company) and delegate to them such powers
as the Plan Administrator deems desirable.
8.3. Information to be Furnished. The Company shall furnish
the Plan Administrator or its delegees such data and
information as may be required. The records of the Company
as to an employee's or Participant's period of employment,
Separation from Service and the reason therefore, leave of
absence and compensation will be conclusive on all persons unless
determined to be incorrect.
8.4. Plan Administrator's Decision Final. Any interpretation
of the Plan and any decision on any matter within the discretion
of the Plan Administrator made in good faith is binding on all
persons. A misstatement or other mistake of fact shall be
corrected when it becomes known, and the Plan Administrator shall
make such adjustment on account thereof as it considers equitable
and practicable.
8.5. Remuneration and Expenses. No remuneration shall be
paid to the Plan Administrator (or any Committee member) for
services hereunder. All expenses of the Plan Administrator
(or a Committee member) incurred in the performance of the
administration of the Plan shall be reimbursed by the Company.
8.6. Indemnification of Committee Member. The Committee
and the individual members thereof shall be indemnified by the
Company against any and all liabilities, losses, costs, and
expenses (including fees and expenses) of whatsoever kind and
nature which may be imposed on, incurred by or asserted against
the Committee or the members by reason of the performance of a
Committee function if the Committee or such members did not
act dishonestly or in willful or negligent violation of the
law or regulations under which such liability, loss, cost or
expense arises.
8.7. Resignation or Removal of Committee Member. A
Committee member may resign at any time by giving ten (10)
days' advance written notice to the Company and the other
Committee members. The Company may remove a Committee member by
giving advance written notice to him or her, and the other
Committee members.
8.8. Interested Committee Member. A member of the Committee
may not decide or determine any matter or question concerning
his or her own benefits under the Plan.
ARTICLE IX.
CLAIMS PROCEDURE
9.1. Claim. Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting
information under the Plan shall present the request in writing
to the Committee which shall respond in writing as soon as
practicable.
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9.2. Denial of Claim. If the claim or request is denied,
the written notice of denial shall be made within ninety (90)
days of the date of receipt of such claim or request by the
Committee and shall state:
(a) The reason for denial, with specific reference to the
Plan provisions on which the denial is based.
(b) A description of any additional material or information
required and an explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
9.3. Review of Claim. Any person whose claim or request is
denied or who has not received a response within ninety (90)
days may request review by notice given in writing to the
Committee within sixty (60) days of receiving a response or one
hundred fifty (150) days from the date the claim was received
by the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have
representation, examine pertinent documents, and submit issues
and comments in writing.
9.4. Final Decision. The decision on review shall normally
be made within sixty (60) days after the Committee's receipt of
a request for review. If an extension of time is required for
a hearing or other special circumstances, the claimant shall
be notified and the time limit shall be one hundred twenty
(120) days after the Committee's receipt of a request for
review. The decision shall be in writing and shall state the
reasons and relevant plan provisions. All decisions on review
shall be final and bind all parties concerned.
ARTICLE X.
AMENDMENTS OR TERMINATION OF THE PLAN
10.1. Board. The Board may, at any time or times, amend the
Plan, pursuant to written resolution adopted by the Board;
provided, however, no amendment shall be effective to decrease
the amount of any Participant's Accrued Benefit which, at
the time of the amendment, was fully vested hereunder, unless the
Participant agrees to such amendment, and no amendment may
relieve the Company of its obligation under Article VI unless
all of the Participants agree to such amendment. The Board
may, at any time, terminate the Plan by written resolution
adopted by the Board. In the event the Board terminates
the Plan, all Participants who are employees of the Company
or a Related Company at the time of such termination, will become
fully vested in their Accrued Benefits. Any payment hereunder
will be made as provided herein regardless of the Plan
termination except to the extent not allowed under Code Section
457A. In addition to the preceding amendment authority of the
Board, the appropriate officers of the Company are authorized
to amend the Plan from time to time as they deem advisable for
purposes of complying with any provisions of the Internal Revenue
Code and Treasury Regulations and any other guidance issued by
the Secretary of the Treasury.
10
ARTICLE XI.
MISCELLANEOUS
11.1. Captions. The captions of articles, sections,
paragraphs and subparagraphs of this Plan are for convenience
only and shall not control or affect the meaning or construction
of any of its provisions.
11.2. Company Action. Except as may be specifically
provided herein, any action required or permitted to be taken by
the Company may be taken on behalf of the Company by any officer
of the Company.
11.3. Company Records. Records of the Company as to an
employee's or Participant's period of employment, Separation from
Service and the reason therefore, leaves of absence, reemployment
and compensation will be conclusive on all persons, unless
determined to be incorrect.
11.4. Evidence. Evidence required of anyone under the
Plan may be by certificate, affidavit, document or other
information which the person acting on it considers pertinent
and reliable, and may be signed, made or presented by the proper
party or parties.
11.5. Gender and Number. Where the context permits, words
in the masculine gender shall include the feminine and neuter
genders, the plural shall include the singular, and the singular
shall include the plural.
11.6. Governing Law. Except to the extent governed by ERISA,
the provisions of this Plan shall be construed and interpreted
according to the laws of the state of Delaware.
11.7. Non-Assignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, hypothecate
or convey in advance of actual receipt the amounts, if any,
payable hereunder, or any part thereof, which are, and all
rights to which are, expressly hereby declared to be unassignable
and nontransferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure or separation for
the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's
or another person's bankruptcy or insolvency.
11.8. Participant Cooperation. A Participant will
cooperate with the Company by furnishing any and all information
requested by the Company in order to facilitate the payment
of benefits hereunder and such other action as may be requested
by the Company.
11.9. Successors. The provisions of this Plan shall bind
and inure to the benefit of the Company and its successors and
assigns. The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially
all of the business and assets of the Company, and successors
of any such corporation or other business entity.
11
11.10. Unsecured General Creditor. Participants and their
beneficiaries, heirs, successors, and assigns will have no
secured interest or claim in any property or assets ofthe Company
whether or not such assets are held in a trust that may be used
for the purpose of paying benefits hereunder. For purposes
of the Plan, any and all of the Company's assets shall be,
and remain, the general, unpledged, assets of the Company. The
Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Company to pay money in the
future. No Company shall have any obligation under this Plan with
respect to individuals other than that Company's employees.
11.11. Validity. In case any provision of this Plan shall
be held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts hereof, but
this Plan shall be construed and enforced as if such illegal
and invalid provision had never been inserted herein.
11.12. Waiver of Notice. Any notice required under the Plan
may be waived by the person entitled to notice.
The Company hereby agrees to the provisions of this Plan,
and, in Witness Thereof, the Company causes this Agreement to be,
executed on this 18th day of December, 2009.
SEABOARD CORPORATION
By: /s/ Steven J. Bresky
Steven J. Bresky
President
12
ADDENDA
TO
SEABOARD CORPORATION
CASH BALANCE EXECUTIVE RETIREMENT PLAN,
EFFECTIVE JANUARY 1, 2009
Following is a list of the Addenda to the Seaboard Corporation
Cash Balance Executive Retirement Plan, Effective January 1,
2009, which is filed with the Securities and Exchange Commission
("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide
to the SEC the Addenda, as requested, subject to Seaboard's right
to request confidential treatment under the Freedom of
Information Act.
Addendum A -- Participants
Addendum B -- Lump Sum Actuarial Value (as of January 1, 2009)
