Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 36



MOOG INC. SUPPLEMENTAL RETIREMENT PLANS
Effective August 9, 2017, the Company combined the Moog Inc. Plan to Equalize Retirement Income ("PERI") into the Moog
Inc. Supplemental Retirement Plan ("DB SERP") and renamed this combined plan the Moog Inc. Plan to Equalize Retirement
Income and Supplemental Retirement Plan ("PERI-SERP"). The PERI-SERP provides for supplemental retirement benefits to
eligible Company officers, including the NEOs. The PERI-SERP plan document includes separate subsections that set out the
rights and provisions attributable to, and maintains the benefits of, both the DB SERP and the PERI. Messrs. Scannell and Fishback
have accrued DB SERP benefits, while Messrs. Trabert, Burghardt and Ms. Athoe have accrued PERI benefits under the PERISERP.
Assuming a participant qualifies for full benefits, the DB SERP payment upon retirement is equal to 65% of the officer’s
compensation, less any benefits payable under the ERP, certain benefits payable under other Company-sponsored retirement
programs, and reduced further by one-half the primary Social Security benefit payable at age 65. All DB SERP benefits are assumed
to be paid monthly in accordance with the plan document. DB SERP benefits payable to officers who have service with overseas
subsidiaries of the Company are adjusted to account for benefits in subsidiary and national pension and social security plans. For
the purposes of determining DB SERP benefits, an eligible officer’s compensation generally is the sum of (i) the average of the
officer’s highest consecutive three-year base salary prior to retirement plus (ii) the officer’s highest annual profit share/bonus within
the ten fiscal years prior to retirement.
To vest in DB SERP benefits, eligible officers must generally have (i) at least 10 years of service with the Company and
(ii) attained (a) age 65 or (b) age 60 with a total combined age and years of service equal to at least 90. Full DB SERP benefits are
payable when the participant reaches age 65 with at least 25 years of service. Officers who became participants in the DB SERP
on or before November 30, 2011 generally vest in DB SERP benefits if the officer has (i) at least ten years of service and (ii) attained
(a) age 65 or (b) age 57 with total combined age and years of service equal to at least 90. Officers who became participants in the
DB SERP on or before November 30, 2011 are eligible for unreduced benefits upon reaching age 57 with at least 25 years of
service.
In the event of disability, or an involuntary termination or change in control after a participant has at least ten years of service
with the Company, participants also become vested in DB SERP benefits. A termination where there has been an adverse change
in duties, responsibilities, status, pay or perquisites without participant consent within two years of a change in control of the
Company, as defined by the PERI-SERP, is deemed an involuntary termination, as is a termination where the participant’s pay has
been diminished or reduced to a greater extent than the other executives of the Company. In addition, if a married participant dies
before commencing DB SERP benefits, the participant’s surviving spouse is entitled to a spousal DB SERP benefit, which shall be
payable in the form of a life annuity, if (i) the participant has at least five years of service, and (ii) the participant and his or her
surviving spouse have been married for at least twelve months prior to the participant’s death. In the event of the participant’s
involuntary termination for cause, the DB SERP benefits, whether vested or unvested, are immediately forfeited.
PERI benefits under the PERI-SERP are intended to supplement benefits provided under the ERP by providing additional
benefits that would be payable under the ERP if not for the compensation limitations imposed by the IRS. A participant vests in his
or her PERI benefits if the participant retires from the Company on or after reaching his or her Earlier Retirement Date or Normal
Retirement Date, as those terms are defined in the ERP. In the event the participant becomes disabled, the participant will become
100% vested in his or her PERI benefit. If a married participant dies before commencing PERI benefits, the participant’s surviving
spouse is entitled to a spousal PERI benefit to the extent the surviving spouse is entitled to pre-retirement survivor benefits under
the ERP.
The DC SERP provides supplemental retirement benefits to a select group of officers. The Company may make a company
contribution on behalf of an eligible officer each pay period equal to a specified percentage of gross base salary. The Company
may also make a discretionary contribution on behalf of one or more eligible officers. In addition, in the event that a participant
incurs an “involuntary termination of employment” following the occurrence of a “company transaction” (as those terms are defined
in the First Amendment to the DC SERP), the Company is required to make a “company transaction contribution” (as that term is
defined in the First Amendment to the DC SERP) on behalf of an eligible participant. A “company transaction contribution” will be
computed as the product of (i) the number of full months by which the date of the eligible participant’s involuntary termination of
employment precedes his or her 68th birthday, times (ii) 54% of the participant’s monthly gross base salary as in effect at the time
of his or her involuntary termination of employment. To be eligible to receive a company transaction contribution, an individual must
have been a participant in the DC SERP on the effective date of the First Amendment to the DC SERP and granted, pursuant to
the terms of the DC SERP, the right to receive a required company contribution under the DC SERP from the Company of greater
than 0% of gross base salary. Given these requirements and the terms of the DC SERP, Mr. Trabert and Ms. Athoe would be eligible
to receive a company transaction contribution upon their involuntary termination following a company transaction. A participant in
the DC SERP becomes vested after 3 years of service or in the event of death, change in control or disability. In general, the DC
SERP benefit is paid in either a lump sum or annual installments, except that (i) a participant’s entire vested benefit will be paid to
him or her in a lump sum upon a change in control, and (ii) any amounts attributable to a company transaction contribution will be
paid to the officer in a lump sum following his or her involuntary termination of employment.
34





Powered by


Full screen Click to read
Paperturn flipbook viewer
Search
Overview
Download as PDF
Print
Shopping cart
Full screen
Exit full screen