Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Indiana
(State or other jurisdiction of incorporation or organization) |
26-1342272
(I.R.S. Employer Identification No.) |
One Batesville Boulevard | ||
Batesville, Indiana | 47006 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, without par value | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company o |
Page | ||||||||
|
||||||||
|
||||||||
2 | ||||||||
|
||||||||
2 | ||||||||
|
||||||||
13 | ||||||||
|
||||||||
19 | ||||||||
|
||||||||
19 | ||||||||
|
||||||||
20 | ||||||||
|
||||||||
22 | ||||||||
|
||||||||
|
||||||||
23 | ||||||||
|
||||||||
25 | ||||||||
|
||||||||
25 | ||||||||
|
||||||||
39 | ||||||||
|
||||||||
41 | ||||||||
|
||||||||
85 | ||||||||
|
||||||||
85 | ||||||||
|
||||||||
85 | ||||||||
|
||||||||
|
||||||||
86 | ||||||||
|
||||||||
86 | ||||||||
|
||||||||
86 | ||||||||
|
||||||||
86 | ||||||||
|
||||||||
86 | ||||||||
|
||||||||
|
||||||||
87 | ||||||||
|
||||||||
88 | ||||||||
|
||||||||
Exhibit 10.29 | ||||||||
Exhibit 10.30 | ||||||||
Exhibit 10.31 | ||||||||
Exhibit 10.32 | ||||||||
Exhibit 10.33 | ||||||||
Exhibit 10.34 | ||||||||
Exhibit 14.1 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
believe
plan
expect
may
goal
would
pursue
estimate
will
forecast
continue
should
encourage
promise
improve
progress
potential
could
Item 1.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 1A.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 1B.
Item 2.
Owned /
Location
Leased
Entity
Description
Primary Use
Owned
Hillenbrand
and Batesville
Office facilities
Manufacturing plants
Administration
Manufacturing metal caskets
Owned
Batesville
Manufacturing plant
Manufacturing metal caskets
Owned
Batesville
Kiln drying and lumber cutting plant
Drying and dimensioning of lumber
Owned
Batesville
Manufacturing plant
Manufacturing of hardwood caskets
Leased
Batesville
Manufacturing plant
Manufacturing of veneer hardwood and hardwood caskets
Owned
Batesville
Manufacturing plant
Manufacturing of metal caskets, primarily for sale outside the U.S.
Table of Contents
Owned /
Location
Leased
Entity
Description
Primary Use
Owned
K-Tron
Office facilities
Manufacturing plant
Administration
Manufacturing of material handling equipment
Owned
K-Tron
Office facilities
Manufacturing plant
Administration
Manufacturing of material handling equipment
Switzerland
Owned
K-Tron
Office facilities
Manufacturing plant
Administration
Manufacturing of material handling equipment
Leased
K-Tron
Manufacturing plant
Manufacturing of material handling equipment
Pennsylvania
Leased
K-Tron
Office facilities
Testing facility
Administration
Testing facility
Leased
K-Tron
Manufacturing plant
Manufacturing of material handling equipment
Owned
K-Tron
Office facilities
Manufacturing plant
Administration
Manufacturing of material handling equipment
Carolina
Owned
K-Tron
Office facilities
Manufacturing plant
Administration
Manufacturing of material handling equipment
Item 3.
Table of Contents
Table of Contents
Item 4.
Table of Contents
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
Item 5.
2010
2009
High
Low
High
Low
$
21.04
$
18.25
$
20.88
$
13.96
$
22.27
$
17.85
$
19.39
$
14.68
$
25.77
$
20.85
$
18.18
$
15.24
$
22.57
$
19.03
$
20.97
$
16.70
2010
2009
2008
$
0.1875
$
0.1850
$
N/A
*
$
0.1875
$
0.1850
$
N/A
*
$
0.1875
$
0.1850
$
0.1825
$
0.1875
$
0.1850
$
0.1825
*
Table of Contents
November 15,
Company Name/Index
Base
2008
2009
2010
2010
$
100
$
112
$
114
$
122
$
113
$
100
$
88
$
80
$
86
$
90
$
100
$
100
$
88
$
99
$
106
*
Table of Contents
Item 6.
2010
2009
2008
2007
2006
$
749.2
$
649.1
$
678.1
$
667.2
$
674.6
$
313.3
$
274.4
$
280.5
$
278.6
$
282.7
$
137.9
$
155.0
$
149.6
$
155.6
$
177.4
$
92.3
$
102.3
$
93.2
$
99.5
$
113.2
$
1.49
$
1.66
$
1.49
$
1.59
$
1.81
$
0.75
$
0.74
$
0.365
$
$
$
1,052.1
$
561.1
$
545.3
$
316.6
$
329.4
$
562.2
$
122.2
$
70.9
$
59.9
$
59.9
$
118.2
$
123.2
$
101.8
$
127.3
$
124.6
$
(348.7
)
$
(5.3
)
$
(4.2
)
$
(20.1
)
$
(15.3
)
$
289.8
$
(97.4
)
$
(94.4
)
$
(103.5
)
$
(107.0
)
$
16.3
$
10.0
$
10.0
$
15.6
$
18.8
$
28.2
$
18.5
$
19.0
$
18.5
$
17.7
*
Item 7.
Table of Contents
Batesville Results
Fiscal Year Ended September 30,
2010
2009
2008
% of
% of
% of
(amounts in millions
)
Amount
Revenue
Amount
Revenue
Amount
Revenue
$
640.3
100.0
$
649.1
100.0
$
678.1
100.0
277.7
43.4
274.4
42.3
280.5
41.4
102.6
16.0
95.9
14.8
96.7
14.3
175.1
27.3
178.5
27.5
183.8
27.1
17.6
2.7
17.6
2.7
18.6
2.7
Table of Contents
K-Tron Results
Fiscal Year Ended
September 30, 2010
(representing six months of operations since
date of acquisition on April 1, 2010)
(amounts in millions)
Amount
% of Revenue
$
108.9
100.0
35.6
32.7
33.4
30.7
2.2
2.0
9.7
8.9
Table of Contents
Corporate Results
Fiscal Year Ended September 30,
(amounts in millions)
2010
2009
2008
$
26.2
$
23.4
$
18.6
10.2
3.0
0.1
15.6
0.9
0.9
0.4
*
Table of Contents
Other Income and Expense
Fiscal Year Ended September 30,
(amounts in millions)
2010
2009
2008
$
4.2
$
2.1
$
2.2
12.7
7.9
5.9
Table of Contents
Income Tax Expense
Fiscal Year Ended September 30,
(amounts in millions)
2010
2009
2008
$
54.1
$
58.5
$
60.1
37.0
%
36.4
%
39.2
%
Fiscal Year Ended September 30,
(amounts in millions)
2010
2009
2008
$
118.2
$
123.2
$
101.8
(348.7
)
(5.3
)
(4.2
)
289.8
(97.4
)
(94.4
)
3.9
(0.4
)
$
63.2
$
20.5
$
2.8
*
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Contractual Obligations
Payment Due by Period
Less
Than 1
1-3
4-5
After 5
(amounts in millions)
Total
Year
Years
Years
Years
$
15.9
$
7.1
$
8.0
$
0.8
$
45.5
40.0
5.3
0.2
87.8
7.1
28.7
31.4
20.6
25.2
3.5
4.2
1.6
15.9
3.1
3.1
255.0
255.0
150.0
150.0
$
582.5
$
60.8
$
301.2
$
34.0
$
186.5
(1)
(2)
(3)
(4)
(5)
(6)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 7A.
Table of Contents
Table of Contents
Item 8.
Page
42
43
44
45
46
47
48 - 83
84
Table of Contents
/s/ Kenneth A. Camp
Kenneth A. Camp
President and Chief Executive Officer
/s/ Cynthia L. Lucchese
Cynthia L. Lucchese
Senior Vice President and Chief Financial Officer
/s/ Theodore S. Haddad, Jr.
Theodore S. Haddad, Jr.
Vice President, Controller and Chief Accounting Officer
Table of Contents
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
749.2
$
649.1
$
678.1
435.9
374.7
397.6
313.3
274.4
280.5
175.4
119.4
130.9
137.9
155.0
149.6
(4.2
)
(2.1
)
(2.2
)
12.7
7.9
5.9
146.4
160.8
153.3
54.1
58.5
60.1
$
92.3
$
102.3
$
93.2
$
1.49
$
1.66
$
1.49
61.9
61.7
62.5
$
0.75
$
0.74
$
0.365
*
Table of Contents
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
92.3
$
102.3
$
93.2
28.5
18.6
19.1
(18.5
)
3.2
(3.1
)
3.0
0.2
(0.1
)
2.4
0.8
(2.0
)
(12.4
)
(5.8
)
(3.1
)
5.4
0.3
0.3
7.6
6.7
1.6
(4.9
)
3.0
2.0
20.9
6.1
(1.7
)
(3.1
)
2.4
(3.6
)
0.9
(2.6
)
(2.5
)
2.7
(3.6
)
(1.8
)
(3.4
)
7.7
(6.5
)
(9.5
)
(6.3
)
9.5
4.7
4.9
(8.4
)
(1.6
)
(2.6
)
118.2
123.2
101.8
(16.3
)
(10.0
)
(10.0
)
(371.5
)
(0.4
)
0.3
0.2
0.5
37.2
2.3
4.3
(0.3
)
(0.6
)
1.9
2.8
1.4
(348.7
)
(5.3
)
(4.2
)
464.7
40.0
265.0
(276.8
)
(80.0
)
(165.0
)
148.4
(46.2
)
(45.6
)
(22.8
)
(12.5
)
(6.2
)
1.8
0.7
0.4
125.4
(290.3
)
(2.1
)
(0.9
)
289.8
(97.4
)
(94.4
)
3.9
(0.4
)
63.2
20.5
2.8
35.2
14.7
11.9
$
98.4
$
35.2
$
14.7
$
1.8
$
2.1
$
2.0
$
75.7
$
54.7
$
63.4
Table of Contents
Additional
Accumulated
Parent
Common Stock
Paid-in
Retained
Treasury Stock
Other
Company
Shares
Amount
Capital
Earnings
Shares
Amount
Comprehensive Loss
Investment
Total
$
$
$
$
$
(12.6
)
$
193.5
$
180.9
(1.8
)
(1.8
)
(290.3
)
(290.3
)
(5.7
)
(5.7
)
0.3
0.3
(0.3
)
(0.3
)
47.3
47.3
45.9
45.9
87.5
0.4
0.4
1.6
1.6
1.0
3.5
334.6
339.1
62.4
283.3
(283.3
)
0.3
(6.2
)
(6.2
)
0.1
(22.9
)
(22.8
)
62.4
286.4
23.0
0.3
(6.2
)
(14.8
)
288.4
(35.5
)
(35.5
)
(0.5
)
(0.5
)
(1.1
)
(1.1
)
1.1
1.1
102.3
102.3
66.3
0.4
(0.5
)
(0.1
)
1.2
0.7
6.7
6.7
4.6
(4.6
)
0.7
(12.5
)
(12.5
)
0.4
(46.0
)
(45.6
)
62.8
297.6
79.3
0.9
(17.5
)
(55.4
)
304.0
(1.0
)
(1.0
)
12.2
12.2
0.7
0.7
0.5
0.5
92.3
92.3
104.7
0.3
(0.9
)
(0.1
)
2.7
1.8
7.6
7.6
0.6
(46.8
)
(46.2
)
63.1
$
$
304.9
$
124.8
0.8
$
(14.8
)
$
(43.0
)
$
$
371.9
Table of Contents
Table of Contents
Table of Contents
September 30,
2010
2009
$
26.6
$
11.5
6.7
0.5
34.8
31.6
(3.2
)
(1.1
)
$
64.9
$
42.5
6 years
10 40 years
3 10 years
September 30, 2010
September 30, 2009
Accumulated
Accumulated
Cost
Depreciation
Cost
Depreciation
$
14.2
$
(3.6
)
$
7.4
$
(3.4
)
89.0
(49.6
)
73.8
(46.9
)
246.1
(186.5
)
236.4
(182.0
)
$
349.3
$
(239.7
)
$
317.6
$
(232.3
)
Table of Contents
September 30, 2010
September 30, 2009
Accumulated
Accumulated
Cost
Amortization
Cost
Amortization
$
196.4
$
N/A
$
5.7
$
N/A
50.6
N/A
N/A
5.9
(4.4
)
5.9
(3.8
)
156.7
(5.0
)
1.9
(0.8
)
16.5
(1.7
)
0.1
30.9
(23.1
)
27.4
(20.3
)
2.0
(1.8
)
0.3
(0.1
)
$
459.0
$
(36.0
)
$
41.3
$
(25.0
)
Table of Contents
ARS
Put
(Gain)
A
B
Right
C
AOCL
D
Loss
E
$
51.1
$
$
$
1.6
$
(4.5
)
4.5
3.7
(3.7
)
(26.8
)
26.8
(3.8
)
3.8
0.8
2.1
(2.0
)
(0.8
)
(0.1
)
(1.8
)
(0.5
)
18.8
28.4
1.7
1.5
$
(1.6
)
1.7
(1.7
)
(1.5
)
3.1
(5.3
)
(30.1
)
$
11.9
$
$
$
$
3.1
A
B
C
D
E
Table of Contents
Table of Contents
September 30,
2010
2009
$
9.1
$
(3.1
)
(52.0
)
(51.0
)
(0.1
)
(0.8
)
(0.5
)
$
(43.0
)
$
(55.4
)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
April 1, 2010
$
66.2
67.2
30.0
218.7
185.8
4.7
572.6
48.1
7.0
81.9
0.4
137.4
$
435.2
Weighted
average period
over which asset
is amortized
Fair Values
(years)
$
50.6
Indefinite
150.3
20.6
16.1
5.0
1.7
< 1.0
$
218.7
Table of Contents
Fiscal Year Ended
September 30,
2010
2009
$
830.9
$
861.9
107.0
110.7
1.73
1.79
September 30,
2010
2009
$
8.6
$
9.4
(4.4
)
(4.8
)
$
4.2
$
4.6
4.4
1.8
1.1
0.6
0.3
0.4
$
8.6
Table of Contents
September 30,
2010
2009
$
255.0
$
60.0
148.4
403.4
60.0
(60.0
)
$
403.4
$
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
5.6
$
3.3
$
4.0
12.7
12.6
11.3
(13.9
)
(13.1
)
(12.4
)
0.9
0.8
0.7
3.0
$
8.3
$
3.6
$
3.6
September 30,
2010
2009
$
230.2
$
172.5
21.4
5.6
3.3
12.7
12.6
7.3
49.2
(9.4
)
(8.0
)
0.6
1.5
269.3
230.2
155.5
146.7
24.7
17.3
7.8
6.1
9.2
(9.4
)
(8.0
)
(0.3
)
(0.2
)
1.8
195.7
155.5
$
(73.6
)
$
(74.7
)
$
3.3
$
(1.6
)
(1.5
)
(75.3
)
(73.2
)
$
(73.6
)
$
(74.7
)
Table of Contents
September 30,
2010
2009
$
246.2
$
230.2
237.4
213.8
169.2
155.5
Fiscal Year Ended September 30,
2010
2009
2008
4.8
%
5.5
%
7.5
%
5.3
%
7.5
%
6.6
%
7.6
%
7.75
%
8.0
%
2.4
%
4.0
%
4.0
%
Table of Contents
Fair Value Measurements at September 30, 2010
Quoted Prices
in Active
Markets for
Significant
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
$
8.0
$
5.1
$
2.9
$
22.5
22.5
67.6
11.7
55.9
2.4
2.4
1.6
1.6
1.9
1.9
3.3
3.3
86.0
86.0
2.4
2.4
$
195.7
$
128.6
$
64.7
$
2.4
Fair Value Measurements at September 30, 2009
Quoted Prices
in Active
Significant
Significant
Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
$
1.5
$
$
1.5
$
15.0
15.0
63.2
17.1
46.1
0.9
0.9
74.8
73.5
1.3
0.1
0.1
$
155.5
$
105.6
$
49.8
$
0.1
Table of Contents
Projected Pension
Benefits Payout
$
11.0
11.8
12.6
13.4
14.2
82.1
September 30,
2010
2009
$
12.1
$
9.8
0.6
0.5
0.6
0.7
1.3
1.4
(0.4
)
(0.3
)
$
14.2
$
12.1
$
0.8
$
0.8
13.4
11.3
$
14.2
$
12.1
Fiscal Year Ended September 30,
2010
2009
2008
4.50
%
5.25
%
7.50
%
7.75
%
8.50
%
8.50
%
5.00
%
5.00
%
5.00
%
2023
2016
2015
Table of Contents
September 30,
2010
2009
$
9.5
$
10.5
14.1
16.2
16.6
17.6
40.2
44.3
(5.8
)
(6.6
)
$
34.4
$
37.7
Fiscal Year Ended September 30,
2010
2009
2008
$
141.2
$
159.4
$
152.5
5.2
1.4
0.8
$
146.4
$
160.8
$
153.3
$
62.6
$
47.5
$
56.4
8.9
7.2
6.0
1.1
0.6
0.8
72.6
55.3
63.2
(15.5
)
3.0
(2.7
)
(3.3
)
0.3
(0.4
)
0.3
(0.1
)
(18.5
)
3.2
(3.1
)
$
54.1
$
58.5
$
60.1
Table of Contents
Fiscal Year Ended September 30
,
2010
2009
2008
% of
% of
% of
Pretax
Pretax
Pretax
Amount
Income
Amount
Income
Amount
Income
$
51.2
35.0
$
56.3
35.0
$
53.7
35.0
4.5
3.1
4.2
2.6
3.6
2.4
(0.3
)
(0.3
)
(0.1
)
(0.1
)
0.3
0.2
(3.0
)
(2.0
)
(3.1
)
(1.9
)
(1.8
)
(1.2
)
3.1
2.0
0.7
0.5
(1.2
)
(0.8
)
0.2
0.1
0.7
0.5
2.2
1.5
1.0
0.7
0.5
0.3
$
54.1
37.0
$
58.5
36.4
$
60.1
39.2
(a)
(b)
(c)
September 30,
2010
2009
$
64.2
$
45.8
6.8
6.2
5.6
7.3
4.0
4.1
3.7
4.1
2.4
2.3
2.0
1.6
10.9
8.0
99.6
79.4
(2.0
)
(2.6
)
97.6
76.8
(9.0
)
(10.3
)
(75.3
)
(2.4
)
(8.2
)
(15.7
)
(7.6
)
(108.2
)
(20.3
)
$
(10.6
)
$
56.5
$
25.1
$
21.5
(35.7
)
35.0
$
(10.6
)
$
56.5
Table of Contents
September 30,
2010
2009
$
8.3
$
6.0
0.8
1.4
1.2
(1.7
)
(0.3
)
(0.2
)
$
7.2
$
8.3
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
7.5
$
6.6
$
7.5
2.8
2.5
2.7
$
4.7
$
4.1
$
4.8
Table of Contents
Fiscal Year Ended September 30,
Post-distribution
Pre-distribution
2010
2009
2008
2008
0.3 4.0
%
0.4 2.9
%
1.6 4.3
%
2.9 3.9
%
4.0
%
5.0
%
3.5
%
2.0
%
42.2
%
41.5
%
18.6
%
21.0
%
35.7
%
36.3
%
37.1
%
31.8
%
5.0
%
5.0
%
2.1
%
5.9
%
Weighted
Average
Number
Exercise
of Shares
Price
2,182,705
$
21.76
473,617
18.99
(114,616
)
16.80
(58,529
)
18.60
(108,891
)
24.94
2,374,286
$
21.38
1,457,039
$
23.29
Table of Contents
Weighted
Average
Number of
Grant Date
RSUs
Share Units
Fair Value
84,558
$
24.10
117,779
21.41
(66,503
)
21.62
(9,848
)
24.73
125,986
$
22.85
Weighted
Average
Number of
Grant Date
PBUs
Share Units
Fair Value
569,964
$
14.89
514,254
18.86
(63,619
)
16.29
1,020,599
$
16.80
Table of Contents
Operating
Rents
$
7.1
5.4
2.6
0.6
0.2
Table of Contents
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
12.0
$
12.4
$
5.8
0.2
0.9
1.0
3.1
(5.4
)
0.7
(0.8
)
(3.1
)
0.2
(1.2
)
(0.2
)
(0.2
)
1.1
$
12.7
$
7.9
$
5.9
Table of Contents
Fair Value Measurements Using Significant Unobservable
Inputs
Forethought
Equity
ARS
Put right
Note
Investments
$
51.1
$
$
105.2
$
3.0
2.1
(2.0
)
(3.7
)
3.8
(2.3
)
3.7
$
47.2
$
1.7
$
109.0
$
3.0
(1.4
)
(1.7
)
1.5
28.0
(35.4
)
(10.0
)
(11.9
)
$
$
$
127.0
$
3.0
Table of Contents
Table of Contents
September 30,
2010
2009
2008
$
640.3
$
649.1
$
678.1
108.9
$
749.2
$
649.1
$
678.1
$
277.7
$
274.4
$
280.5
35.6
$
313.3
$
274.4
$
280.5
$
175.1
$
178.5
$
183.8
2.2
(39.4
)
(23.5
)
(34.2
)
$
137.9
$
155.0
$
149.6
$
662.6
$
606.3
$
629.5
42.2
35.5
39.7
35.9
8.5
7.3
8.9
$
749.2
$
649.1
$
678.1
1
2
3
September 30,
2010
2009
$
249.0
$
250.8
561.3
241.8
310.3
$
1,052.1
$
561.1
$
5.7
$
5.7
190.7
$
196.4
$
5.7
$
96.2
$
81.5
10.6
2.8
3.8
$
109.6
$
85.3
Table of Contents
Fiscal Year
Quarter Ended
Ended
12/31/09
3/31/10
6/30/10
9/30/10
9/30/10
$
161.5
$
169.9
$
205.8
$
212.0
$
749.2
72.0
77.0
75.6
88.7
313.3
29.5
29.4
13.3
20.1
92.3
0.48
0.47
0.22
0.32
1.49
Fiscal Year
Quarter Ended
Ended
12/31/08
3/31/09
6/30/09
9/30/09
9/30/09
$
166.5
$
170.8
$
158.7
$
153.1
$
649.1
69.8
74.3
66.0
64.3
274.4
26.5
27.8
25.4
22.6
102.3
0.43
0.45
0.41
0.37
1.66
Table of Contents
Additions | ||||||||||||||||||||
Balance at | Charged to | Charged to | Deductions | Balance | ||||||||||||||||
Beginning | Costs and | Other | Net of | at End | ||||||||||||||||
Description (Dollars in millions) | of Period | Expense | Accounts | Recoveries | of Period | |||||||||||||||
|
||||||||||||||||||||
Reserves deducted from assets to
which they apply:
|
||||||||||||||||||||
Allowance for possible losses,
early pay discounts, and sales
returns accounts receivable:
|
||||||||||||||||||||
Period Ended:
|
||||||||||||||||||||
|
||||||||||||||||||||
September 30, 2010
|
$ | 17.3 | $ | 1.6 | $ | 1.3 | (c) | $ | (0.1 | )(a) | $ | 20.1 | ||||||||
September 30, 2009
|
$ | 16.1 | $ | 1.3 | $ | | $ | (0.1 | )(a) | $ | 17.3 | |||||||||
September 30, 2008
|
$ | 18.0 | $ | (0.6 | ) | $ | | $ | (1.3 | )(a) | $ | 16.1 | ||||||||
Allowance for excess or
obsolescence inventories:
|
||||||||||||||||||||
Period Ended:
|
||||||||||||||||||||
|
||||||||||||||||||||
September 30, 2010
|
$ | 1.1 | $ | 1.2 | $ | 1.9 | (c) | $ | (1.0 | )(b) | $ | 3.2 | ||||||||
September 30, 2009
|
$ | 0.5 | $ | 0.7 | $ | | $ | (0.1 | )(b) | $ | 1.1 | |||||||||
September 30, 2008
|
$ | 1.2 | $ | 0.1 | $ | | $ | (0.8 | )(b) | $ | 0.5 |
(a) |
Generally reflects the write-off of specific receivables against recorded reserves.
|
|
(b) |
Generally reflects the write-off of specific inventory against recorded reserves.
|
|
(c) |
Reflects opening reserve balances resulting from the acquisition of K-Tron.
|
84
85
Item 9.
Item 9A.
Item 9B.
Table of Contents
86
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Table of Contents
87
Item 15.
Table of Contents
88
89
90
91
92
HILLENBRAND, Inc.
By:
/s/ Kenneth A. Camp
Kenneth A. Camp
President and Chief Executive Officer
November 23, 2010
Table of Contents
Signatures
Title
Date
Chairman of the Board
November 23, 2010
President, Chief
Executive Officer
and Director
(Principal Executive
Officer)
November 23, 2010
Senior Vice
President and Chief
Financial Officer
(Principal Financial
Officer)
November 23, 2010
Vice President
Controller and Chief
Accounting Officer
(Principal
Accounting Officer)
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Director
November 23, 2010
Table of Contents
Distribution Agreement dated as of March 14, 2008 by and between Hill-Rom
Holdings, Inc. and Hillenbrand, Inc. (Incorporated by reference to
Exhibit 2.1 to Current Report on Form 8-K filed April 1, 2008)
Letter Agreement dated as of March 31, 2008 between Hill-Rom Holdings, Inc.
and Hillenbrand, Inc. regarding interpretation of Distribution Agreement
(Incorporated by reference to Exhibit 2.2 to Quarterly Report on Form
10-Q
filed May 14, 2008)
Agreement and Plan of Merger, dated as of January 8, 2010, by and among
Hillenbrand, Inc., Krusher Acquisition Corp. and K-Tron International, Inc.
(Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K
filed January 11, 2010)
Restated and Amended Articles of Incorporation of Hillenbrand, Inc.,
effective March 31, 2008 (Incorporated by reference to Exhibit 3.1 to
Quarterly Report on Form 10-Q filed August 12, 2008)
Articles of Correction of the Restated and Amended Articles of
Incorporation of Hillenbrand, Inc., effective March 31, 2008 (Incorporated
by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q filed
August 12, 2008)
Amended and Restated Code of By-laws of Hillenbrand, Inc. (Incorporated by
reference to Exhibit 3.2 to Current Report on Form 8-K filed March 1, 2010)
Form of Indenture between Hillenbrand, Inc. and U.S. National Bank
Association as trustee, dated July 09, 2010 (Incorporated by reference to
Exhibit 4.11 to Form S-3 filed July 6, 2010.
Form of Hillenbrand, Inc. 5.5% fixed rate 10 year global note (Incorporated
by reference to Exhibit 4.1 to Current Report on Form 8-K filed July 9,
2010)
Judgment Sharing Agreement dated as of March 14, 2008 among Hill-Rom
Holdings, Inc., Hillenbrand, Inc. and Batesville Casket Company, Inc.
(Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K
filed April 1, 2008)
**
Employee Matters Agreement dated as of March 14, 2008 between Hill-Rom
Holdings, Inc. and Hillenbrand, Inc. (Incorporated by reference to
Exhibit 10.3 to Current Report on Form 8-K filed April 1, 2008)
Tax Sharing Agreement dated as of March 31, 2008 between Hill-Rom Holdings,
Inc. and Hillenbrand, Inc. (Incorporated by reference to Exhibit 10.4 to
Current Report on Form 8-K filed April 1, 2008)
**
Form of Employment Agreement between Hillenbrand, Inc. and Kenneth A. Camp
(Incorporated by reference to Exhibit 10.4 to Registration Statement on
Form 10)
**
Employment Agreement dated as of March 31, 2008 between Hillenbrand, Inc.
and Cynthia L. Lucchese (Incorporated by reference to Exhibit 10.5 to
Current Report on Form 8-K filed April 1, 2008)
**
Employment Agreement dated as of March 31, 2008 between Hillenbrand, Inc.
and John R. Zerkle (Incorporated by reference to Exhibit 10.6 to Current
Report on Form 8-K filed April 1, 2008)
**
Employment Agreement dated as of March 31, 2008 between Batesville
Services, Inc. and Michael L. DiBease (Incorporated by reference to
Exhibit 10.7 to Current Report on Form 8-K filed April 1, 2008)
Table of Contents
**
Employment Agreement dated as of March 31, 2008 between Batesville
Services, Inc. and Douglas I. Kunkel (Incorporated by reference to
Exhibit 10.8 to Current Report on Form 8-K filed April 1, 2008)
**
Employment Agreement dated as of March 24, 2008 between Hillenbrand, Inc.
and P. Douglas Wilson (Incorporated by reference to Exhibit 10.7 to
Quarterly Report on Form 10-Q filed May 14, 2008)
**
Employment Agreement dated as of June 15, 2008, between Hillenbrand, Inc.
and Joe A. Raver (Incorporated by reference to Exhibit 10.1 to Quarterly
Report on Form 10-Q filed August 12, 2008)
**
Form of Change in Control Agreement between Hillenbrand, Inc. and Kenneth
A. Camp (Incorporated by reference to Exhibit 10.8 to Registration
Statement on Form 10)
**
Form of Change in Control Agreement between Hillenbrand, Inc. and certain
of its executive officers, including Cynthia L. Lucchese, John R. Zerkle,
Michael L. DiBease, Douglas I. Kunkel, P. Douglas Wilson and Joe A. Raver
(Incorporated by reference to Exhibit 10.9 to Registration Statement on
Form 10)
**
Form of Indemnity Agreement between Hillenbrand, Inc. and certain executive
officers, including the named executive officers (Incorporated by reference
to Exhibit 10.10 to Registration Statement on Form 10)
**
Form of Indemnity Agreement between Hillenbrand, Inc. and its non-employee
directors (Incorporated by reference to Exhibit 10.11 to Registration
Statement on Form 10)
**
Hillenbrand, Inc. Stock Incentive Plan (Incorporated by reference to
Exhibit 10.12 to Registration Statement on Form 10)
**
Hillenbrand, Inc. Board of Directors Deferred Compensation Plan
(Incorporated by reference to Exhibit 10.13 to Quarterly Report on
Form 10-Q filed May 14, 2008)
**
Hillenbrand, Inc. Short-Term Incentive Compensation Plan (Incorporated by
reference to Exhibit 10.14 to Registration Statement on Form 10)
**
Hillenbrand, Inc. Supplemental Executive Retirement Plan (Incorporated by
reference to Exhibit 10.15 to Registration Statement on Form 10)
**
Hillenbrand, Inc. Executive Deferred Compensation Program (Incorporated by
reference to Exhibit 10.16 to Registration Statement on Form 10)
Credit Agreement dated as of March 28, 2008 among Hillenbrand, Inc., the
lenders named therein, and Citibank, N.A., as agent for the lenders
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
filed April 1, 2008)
**
Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key Executives
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
filed February 11, 2009)
**
Employment Agreement dated as of October 27, 2008, between Hillenbrand,
Inc. and Jan Santerre (Incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q filed February 6, 2009)
**
Employment Agreement dated as of November 3, 2008, between Hillenbrand,
Inc. and Hinesh Patel (Incorporated by reference to Exhibit 10.2 to
Quarterly Report on Form 10-Q filed February 6, 2009)
Table of Contents
Voting Agreement, dated as of January 8, 2010, by and among Hillenbrand,
Inc., Krusher Acquisition Corp. and certain shareholders of K-Tron
International, Inc. (Incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed January 11, 2010)
Hillenbrand, Inc. Stock Incentive Plan. (Incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed March 1, 2010)
Letter Agreement dated as of March 31, 2008 between Hillenbrand, Inc. and
Forethought Financial Group, Inc. regarding Repurchase of Promissory Note
and Redemption of Warrants (Incorporated by reference to Exhibit 10.2 to
Quarterly Report on Form 10-Q filed May 6, 2010)
Amendment No. 1 to Credit Agreement dated as of March 28, 2008 among
Hillenbrand, Inc., the lenders named therein, and Citibank, N.A., as agent
for the lenders (Incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed July 6, 2010)
Amendment No. 2 to Credit Agreement dated as of March 28, 2008 among
Hillenbrand, Inc., the lenders named therein, Citibank, N.A., as resigning
agent for the lenders and J.P. Morgan Chase Bank NA as successor agent
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
filed July 6, 2010)
*
Employment Agreement dated November 11, 2008 between K-Tron International,
Inc. and Kevin C. Bowen.
*
Form of Hillenbrand, Inc. Stock
Incentive Plan Performance Based Unit Award Agreement between
Hillenbrand, Inc. an certain executive officers, including named
executive officers.
*
Hillenbrand, Inc. Supplemental Executive Retirement Plan (As Amended and
Restated July 1, 2010).
*
Hillenbrand, Inc. Supplemental Retirement Plan effective as of July 1, 2010.
*
Form of Hillenbrand, Inc. Stock Incentive Plan Restricted Stock Agreement
between Hillenbrand, Inc. and certain executive officers, including its
named executive officers.
*
Form of Hillenbrand, Inc. Non-Qualified Stock Option Agreement between
Hillenbrand, Inc. and certain executive officers, including its named
executive officers.
Form of Code of Ethical Business Conduct (As Revised and Adopted by the
Board of Directors on September 2, 2010)
*
Subsidiaries of Hillenbrand, Inc.
*
Consent of Independent Registered Public Accounting Firm
*
Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
*
Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
*
Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
*
Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
***
The following materials from the Hillenbrand, Inc. Annual Report on Form
10-K for the year ended September 30, 2010, formatted in XBRL (eXtensible
Business Reporting Language); (i) Consolidated Statement of Income for the
years ended September 30, 2010, 2009 and 2008, (ii)Consolidated Balance
Sheet for the years ended September 30, 2010 and 2009, (iii) Consolidated
Statement of Cash Flows for the years ended September 30, 2010, 2009 and
2008, (iv) Consolidated Statement of Shareholders Equity and Comprehensive
Income for the years ended September 30, 2010, 2009 and 2008, and (v) the
Notes to Consolidated Financial Statements, tagged as blocks of text
*
**
***
2
3
4
5
6
7
8
9
10
11
[Corporate Seal]
Attest: |
K-TRON INTERNATIONAL, INC. | |||
|
||||
|
By: | |||
|
||||
Mary E. Vaccara
|
Edward B. Cloues, II | |||
As its Secretary
|
As its Chairman and | |||
|
Chief Executive Officer | |||
|
||||
|
EMPLOYEE | |||
|
||||
Witness | Kevin C. Bowen |
12
Target Performance Based Unit Award
(100% achievement of performance target) |
_____ Performance Based Units | |
Maximum Performance Based Unit Award
(150% or greater achievement of performance target) |
_____ Performance Based Units | |
Measurement Period (three fiscal years)
|
October 1, 20_____ through September 30, 20_____ | |
Base Shareholder Value
(at the beginning of Measurement Period) |
$__ million | |
Incremental Shareholder Value Expected
|
$__ million | |
Weighted Average Cost of Capital
|
_____% |
Incremental Shareholder Value Delivered | ||
as Percentage of | ||
Incremental Shareholder Value Expected | Multiplier | |
(rounded down to nearest whole percent) | (rounded down to two decimal places) | |
Less than 50%
|
zero (no Units earned) | |
At least 50% but less than 80%
|
.2 plus an additional .01 for each full percentage point realized above minimum for range | |
At least 80% but less than 100%
|
.5 plus an additional .025 for each full percentage point realized above minimum for range | |
At least 100% but less than 110%
|
1.0 plus an additional .025 for each full percentage point realized above minimum for range | |
At least 110% but less than 150%
|
1.25 plus an additional .00625 for each full point realized above minimum for range | |
At least 150%
|
1.5 (all Units earned) |
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
[EMPLOYEE SIGNATURE] | ||||||
|
||||||
|
Print Name: | |||||
|
|
HILLENBRAND, INC. | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
Print Name: | |||||
|
|
|||||
|
Title: | |||||
|
|
- 10 -
Page | ||||
ARTICLE I. DEFINITIONS
|
1 | |||
ARTICLE II. ADMINISTRATION OF THIS PLAN
|
4 | |||
2.1 Committee
|
4 | |||
2.2 Committee Duties
|
4 | |||
2.3 Agent
|
5 | |||
2.4 Binding Effect of Decisions
|
5 | |||
ARTICLE III. PARTICIPATION
|
5 | |||
3.1 Participants as of the Effective Date
|
5 | |||
3.2 Participants after the Effective Date
|
5 | |||
ARTICLE IV. SUPPLEMENTAL RETIREMENT BENEFIT
|
5 | |||
4.1 Supplemental Retirement Benefit
|
5 | |||
4.2 Subject To Pension Plan
|
6 | |||
4.3 Payment of Supplemental Retirement Benefits
|
6 | |||
4.4 Change in Control
|
8 | |||
4.5 Forfeiture of Supplement Retirement Benefit
|
8 | |||
4.6 Frozen Supplemental Retirement Benefit
|
8 | |||
4.7 Elections under the Prior SERP
|
8 | |||
4.8 Termination of Supplemental Retirement Benefits under the Prior SERP and Payments under this Plan
|
8 | |||
ARTICLE V. OFFSET FOR OBLIGATIONS TO EMPLOYER
|
9 | |||
ARTICLE VI. RIGHTS OF A PARTICIPANT
|
9 | |||
ARTICLE VII. AMENDMENT AND TERMINATION
|
9 | |||
7.1 Amendment
|
9 | |||
7.2 Termination
|
9 | |||
ARTICLE VIII. DETERMINATION OF BENEFITS
|
10 | |||
8.1 Claim
|
10 | |||
8.2 Claim Decision
|
10 | |||
8.3 Request for Review
|
10 | |||
8.4 Review of Decision
|
11 |
-i-
Page | ||||
ARTICLE IX. NOTICES
|
11 | |||
ARTICLE X. GENERAL PROVISIONS
|
11 | |||
10.1 Controlling Law
|
11 | |||
10.2 Captions
|
11 | |||
10.3 Facility of Payment
|
11 | |||
10.4 Withholding of Payroll Taxes
|
11 | |||
10.5 Protective Provisions
|
12 | |||
10.6 Terms
|
12 | |||
10.7 Successor
|
12 | |||
ARTICLE XI. UNFUNDED STATUS OF PLAN
|
12 | |||
ARTICLE XII. RIGHTS TO BENEFITS
|
12 | |||
ARTICLE XIII. BOARD APPROVAL
|
13 |
-ii-
1.1 |
Base Salary
means the annual calendar earnings of a Participant including wages and salary
as reported for federal income tax purposes, but excluding all bonus payments of any kind,
commissions, incentive compensation, equity based compensation, long term performance
compensation, perquisites and other forms of additional compensation.
|
1.2 |
Beneficiary
means, with respect to the Supplemental Retirement Benefit (as defined in
paragraph 4.1(a)), the person, persons, trust or other entity designated by the Participant to
receive any benefits payable under the Pension Plan.
|
|
1.3 |
Board
means the Board of Directors of Hillenbrand, Inc.
|
|
1.4 |
Cause
means
|
(i) |
a Participants embezzlement or material misappropriation of funds or property
of the Employer, or
|
||
(ii) |
the willful engaging by a Participant in conduct constituting a felony or gross
misconduct, which is materially and demonstrably injurious to the Employer.
|
1.5 |
A
Change in Control
means
|
(i) |
the date that any person, corporation, partnership, syndicate, trust, estate or
other group acting with a view to the acquisition, holding or disposition of securities
of the Company, becomes, directly or. indirectly, the beneficial owner, as defined in
Rule 13d-3 under the Securities Exchange Act of 1934 (Beneficial Owner), of
securities of the Company representing 35% or more of the voting power of all
securities of the Company having the right under ordinary circumstances to vote at an
election of the Board (Voting Securities), other than by reason of (x) the
acquisition of securities of the Company by the Company or any of its Subsidiaries or
any employee benefit plan of the Company or any of its Subsidiaries, (y) the
acquisition of securities of the Company directly from the Company, or (z) the
acquisition of securities of the Company by one or more members of the Hillenbrand
Family (which term shall mean descendants of John A. Hillenbrand and their spouses,
trusts primarily for their benefit or entities controlled by them);
|
||
(ii) |
the consummation of a merger or consolidation of the Company with another
corporation unless
|
2
(iii) |
the date on which a majority of the members of the Board consist of persons
other than Current Directors (which term shall mean any member of the Board on the date
hereof and any member whose nomination or election has been approved by a majority of
Current Directors then on the Board);
|
||
(iv) |
the consummation of a sale or other disposition of all or substantially all of
the assets of the Company; or
|
||
(v) |
the date of approval of the shareholders of the Company of a plan of complete
liquidation of the Company.
|
1.6 |
Code
means the Internal Revenue Code of 1986, as amended.
|
|
1.7 |
Committee
means the Compensation and Management Development Committee of the Board.
|
|
1.8 |
Company
means Hillenbrand, Inc. and its Subsidiaries.
|
|
1.9 |
Distribution Agreement
means the Distribution Agreement by and between Hillenbrand
Industries, Inc. and Batesville Holdings, Inc. dated as of March 14, 2008.
|
|
1.10 |
Employee Matters Agreement
means the Employee Matters Agreement by and between Hillenbrand
Industries, Inc. and Batesville Holdings, Inc. dated as of March 14, 2008.
|
|
1.11 |
Employer
means the Company.
|
|
1.12 |
ERISA
means the Employee Retirement Income Security Act of 1974, as amended.
|
|
1.13 |
Participant
means any SpinCo Participant as set forth in Section 3.1 and any individual who
is a non-bargained for, full-time or regular part-time employee of the Employer who is
selected for participation in this Plan pursuant to Article III.
|
|
1.14 |
Prior SERP
means the Hillenbrand Industries, Inc. Supplemental Executive Retirement Plan as
in effect immediately prior to the Effective Date.
|
|
1.15 |
Pension Plan
means the Hillenbrand, Inc. Pension Plan, as amended.
|
3
1.16 |
SpinCo Participant
shall have the meaning set forth in Section 1.1 of the Employee Matters
Agreement.
|
|
1.17 |
Subsidiary
means an operating company unit of which a majority equity interest is owned
directly or indirectly by the Company.
|
|
1.18 |
Target Bonus
means the designated percentage of a Participants Base Salary utilized in the
Companys short term incentive compensation plan, regardless of what percent of a
Participants Base Salary had been paid.
|
2.1 |
Committee
. This Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum and all decisions made by the Committee pursuant to
provisions of this Plan shall be made by a majority of the Committee members present at any
duly held regular or special meeting at which a quorum is present or by the unanimous written
consent of a majority of the Committee members in lieu of any such meeting.
|
|
2.2 |
Committee Duties
. The Committee shall also have the authority to make, amend,
interpret, and enforce all appropriate rules and regulations for the administration of this
Plan and decide or resolve any and all questions, including interpretations of this Plan, as
may arise in connection with this Plan. The Committee shall have the sole discretionary
authority and all powers necessary to accomplish these purposes, including, but not by way of
limitation, the right, power, authority and duty:
|
(a) |
To make rules, regulations and procedures for the administration of this Plan
which are not inconsistent with the terms and provisions hereof, provided such rules,
regulations and procedures are evidenced in writing and copies thereof are delivered to
the Employer.
|
||
(b) |
To construe and interpret all terms, provisions, conditions and limitations of
this Plan;
|
||
(c) |
To correct any defect, supply any omission, construe any ambiguous or uncertain
provisions, or reconcile any inconsistency that may appear in this Plan, in such manner
and to such extent as it shall deem expedient to carry this Plan into effect;
|
||
(d) |
To employ and compensate such accountants, attorneys, investment advisors and
other agents and employees as the Committee may deem necessary or advisable in the
proper and efficient administration of this Plan;
|
||
(e) |
To determine all questions relating to eligibility;
|
4
(f) |
To determine the amount, manner and time of payment of any benefits hereunder
and to prescribe procedures to be followed by distributees in obtaining benefits;
|
||
(g) |
To prepare, file and distribute, in such manner as the Committee determines to
be appropriate, such information and material as is required by the reporting and
disclosure requirements of ERISA; and
|
||
(h) |
To make a determination as to the right of any person to receive a benefit
under this Plan.
|
2.3 |
Agent
. In the administration of this Plan, the Committee may, from time to time,
employ an agent and delegate to it such administrative duties as it sees fit and may, from
time to time, consult with counsel who may be counsel to the Employer.
|
|
2.4 |
Binding Effect of Decisions
. The decision or action of the Committee with respect to
any question arising out of or in connection with the administration, interpretation and
application of this Plan and the rules and regulations promulgated hereunder shall be final,
conclusive and binding upon all persons having any interest in this Plan and shall not be
subject to appeal except as provided in Article VIII.
|
3.1 |
Participants as of the Effective Date
. As of the Effective Date, a Participant in
the Plan shall include any SpinCo Participant who, as of the day before the Effective Date,
has earned a Supplemental Retirement Benefit (as defined in the Prior SERP) under the Prior
SERP.
|
|
3.2 |
Participants after the Effective Date
. Except as provided in Section 3.1,
participation in this Plan shall be determined by the Committee or any person designated by
it. In no event shall any employee of the Employer become eligible to participate in this Plan
if such employee would not be considered a member of a select group of management or highly
compensated employees for purposes of ERISA.
|
4.1 |
Supplemental Retirement Benefit
.
|
(a) |
For each Participant who participates in the Pension Plan and continues to
accrue a benefit thereunder while this Plan is in effect (Traditional Participant),
such Traditional Participant shall be paid a monthly benefit under this Plan
(Supplemental Retirement Benefit) equal in amount to (1) the monthly benefit payable
under the Pension Plan (i) without the limitations on maximum benefits
set forth in Section 415 of the Code, and (ii) with the changes to the calculation
of Earnings (as defined in the Pension Plan) as described in paragraph (b) of this
Section 4.1, less (2) the monthly benefit payable under the Pension Plan.
|
5
(b) |
For purposes of calculating the Supplemental Retirement Benefit under this
Section 4.1, Earnings as defined in the Pension Plan shall include the amount of a
Traditional Participants Target Bonus (whether or not the target is attained and
whether or not the Target Bonus is paid) for a calendar year, including any Target
Bonus for calendar years prior to the Effective Date for the same years that Earnings
is used to determine the Participants monthly benefit payable under the Pension Plan,
and such Earnings shall not be limited by the compensation limits set forth in Code
Section 401(a)(17); provided however, that such Earnings may be limited in amount by
the Board or Committee, as they determine in their sole discretion, for any one or more
Traditional Participants.
|
||
(c) |
Exhibit A attached hereto provides an example of the calculation of Average
Monthly Earnings (as defined in the Pension Plan) used in the calculation of a
Traditional Participants Supplemental Retirement Benefit hereunder.
|
4.2 |
Subject To Pension Plan
. Except as provided in Article 4.1 above and as provided
below in Section 4.3 with respect to the payment of the Supplemental Retirement Benefit, the
Supplemental Retirement Benefit to be paid a Traditional Participant shall be subject to all
provisions of the Pension Plan, including but not limited to, all monthly benefit
calculations, normal and early retirement, deferred vested benefits, disability retirement,
vesting, benefit election options, beneficiary designations and joint and survivor benefits.
|
|
4.3 |
Payment of Supplemental Retirement Benefits
.
|
(a) |
Normal Supplemental Retirement Benefits. Except as provided in Section 4.3(d)
below, each Traditional Participant who attains his Normal Retirement Date (as defined
in the Pension Plan) shall receive a monthly benefit. Unless such Traditional
Participant elects a form of annuity set forth on Annex A attached hereto prior to the
date of his Normal Retirement Benefit Commencement Date (as defined below), such
Traditional Participant, if unmarried, shall receive a life annuity with guaranteed
payment for 24 months (Single, Normal Form of Payment), or if married, a 50% joint
and survivor annuity (Married, Normal Form of Payment). Monthly Normal Supplemental
Retirement Benefit payments shall be determined and paid as an annuity beginning as of
the first day of the calendar month following the date of a Traditional Participants
termination of employment (Normal Retirement Benefit Commencement Date) and shall be
paid monthly thereafter as of the first day of each succeeding month, except that the
first six monthly payments shall be suspended until, and shall be paid to the
Traditional Participant on, the first day of the seventh month following the date of
the Traditional Participants termination of employment.
|
6
(b) |
Early Supplemental Retirement Benefits
. Except as provided in Section
4.3(d) below, each Traditional Participant who attains his Early Retirement Date (as
defined in the Pension Plan) shall receive a monthly benefit. Unless such Traditional
Participant elects a form of annuity set forth on Annex A attached hereto prior to the
date his Early Retirement Benefit Commencement Date (as defined below), such
Traditional Participant, if unmarried, shall receive a Single, Normal Form of Payment,
or if married, a Married, Normal Form of Payment. Monthly Early Supplemental
Retirement Benefit payments shall be determined and paid as an annuity beginning on the
first day of the calendar month following the date of a Traditional Participants
termination of employment (Early Retirement Benefit Commencement Date) and shall be
paid monthly thereafter as of the first day of each succeeding month, except that the
first six monthly payments shall be suspended until, and shall be paid to the
Traditional Participant on, the first day of the seventh month following the date of
the Traditional Participants termination of employment. A Traditional Participant can
elect to change his Early Retirement Benefit Commencement Date so long as such election
is made a year prior to the Early Retirement Benefit Commencement Date and made before
attaining age 60. The new Early Retirement Benefit Commencement Date must be a date
after the 5th anniversary of the Early Retirement Benefit Commencement Date and must be
a date before he attains age 65.
|
||
(c) |
Deferred Vested Supplemental Retirement Benefits. Except as provided in
Section 4.3(d) below, each Traditional Participant who attains his Vested Retirement
Date (as defined in the Pension Plan) shall receive a monthly benefit. Unless such
Traditional Participant elects a form of annuity set forth on Annex A attached hereto
prior to the date of his Deferred Vested Benefit Commencement Date (as defined below),
such Traditional Participant, if unmarried, shall receive a Single, Normal Form of
Payment, or if married, a Married, Normal Form of Payment. Monthly Deferred Vested
Supplemental Retirement Benefits shall be determined and paid as an annuity beginning
on the later to occur of (i) the first day of the calendar month following the date a
Traditional Participant attains age 55 or (ii) the first day of the calendar month
following the date of a Traditional Participants termination of employment (Deferred
Vested Benefit Commencement Date) and shall be paid monthly thereafter as of the first
day of each succeeding month, except that the first six monthly payments shall be
suspended until, and shall be paid to the Traditional Participant on, the first day of
the seventh month following the date of the Traditional Participants termination of
employment. A Traditional Participant can elect to change his Deferred Vested Benefit
Commencement Date so long as such election is made a year prior to the Deferred Vested
Benefit Commencement Date and made before attaining age 60. The new Early Retirement
Benefit Commencement Date must be a date after the
5th anniversary of the Deferred Vested Benefit Commencement Date and must be a date
before he attains age 65.
|
7
4.4 |
Change in Control
. Notwithstanding the vesting requirement set forth in the Pension
Plan and except as provided in Section 4.4 below, upon the occurrence of a Change in Control a
Traditional Participant shall be credited with five (5) years of Vesting Service (as defined
in the Pension Plan) for purposes of determining whether a Traditional Participant is eligible
for a Supplemental Retirement Benefit.
|
|
4.5 |
Forfeiture of Supplement Retirement Benefit
. Notwithstanding any other provision of
this Article IV, upon the termination of a Traditional Participants employment by the Company
or any of its Subsidiaries for Cause, such Traditional Participant shall forfeit all rights to
any Supplemental Retirement Benefit under this Article IV, and the Employer shall have no
obligation to make any such payments.
|
|
4.6 |
Frozen Supplemental Retirement Benefit
. If the Committee (at its sole discretion)
should determine that a Traditional Participant is no longer eligible to earn or accrue a
Supplemental Retirement Benefit as provided for under this Article IV, then, on the date of
such determination by the Committee, the Traditional Participants Supplemental Retirement
Benefit shall be frozen as of such date and he or she will earn or accrue no Supplemental
Retirement Benefit thereafter.
|
|
4.7 |
Elections under the Prior SERP
. Any and all elections made by a Participant under
the Prior SERP with respect to his or her Supplemental Retirement Benefit under the Prior SERP
shall be deemed to be an election under this Plan with respect to the Participants
Supplemental Retirement Benefit under this Article IV.
|
|
4.8 |
Termination of Supplemental Retirement Benefits under the Prior SERP and Payments under
this Plan
. If a Participant is receiving payments under the Prior SERP as of the day
before the Effective Date, then as of the Effective Date, no further payments of his or her
Supplemental Retirement Benefit under the Prior SERP shall be paid to the Participant under
the Prior SERP, and as of the Effective Date, the remaining Supplemental Retirement Benefit
under the Prior SERP shall be the Supplemental Retirement Benefit of such Participant under
this Plan and shall be paid under this Plan in accordance with the elections made as set forth
in Section 4.7 above. If, as of the day before the Effective Date, a Participant has earned a
Supplemental Retirement Benefit under the Prior SERP but is not an employee of the Employer
and payments under the Prior SERP have not commenced, then as of the Effective Date, no
payments of such Supplemental Retirement Benefit under the Prior Plan shall be paid to such
Participant under the Prior SERP, and the Supplemental Retirement Benefit under the Prior SERP
as of the day before the Effective Date shall be the Participants Supplemental Retirement
Benefit under this Plan which shall be paid to the Participant as set forth in this Article
IV. If, as of the day before the Effective Date, a Participant who is an employee of the
Employer on the Effective Date has earned a Supplemental Retirement Benefit under the Prior
SERP, but payments under the Prior SERP have not commenced, then as of the Effective Date, no payments
of such Supplemental Retirement Benefit under the Prior SERP shall be paid to such
Participant under the prior SERP, and he or she shall only be entitled to the Supplemental
Retirement Benefit earned under this Plan. Notwithstanding anything herein to the contrary,
a Participant under Section 3.1 shall, on or after the Effective Date, only receive a
Supplemental Retirement Benefit under this Plan and shall receive no Supplemental Retirement
Benefit under the Prior SERP.
|
8
7.1 |
Amendment
. This Plan may be amended from time to time by resolution of the Board.
The amendment of any one or more provisions of this Plan shall not affect the remaining
provisions of this Plan. No amendment shall reduce any benefits accrued by any Participant
prior to the amendment.
|
|
7.2 |
Termination
. The Board has the right to terminate this Plan at any time. Any
benefit accrued prior to this Plans termination will continue to be subject to the provisions
of this Plan.
|
9
8.1 |
Claim
. A person who believes that he is being denied a benefit to which he is
entitled under this Plan (hereinafter referred to as a Claimant) may file a written request
for such benefit with the Committee, setting forth his claim. The request must be addressed
to the Committee.
|
|
8.2 |
Claim Decision
. Upon receipt of a claim, the Committee shall advise the Claimant
that a reply will be forthcoming within a reasonable time, but not later than 90 days from its
receipt of the claim and shall, in fact, deliver such reply within such period. The Committee
may, however, extend the reply period for an additional 90 days if the Committee determines
that special circumstances require such an extension. If an extension is required, written
notice shall be furnished to the Claimant prior to the termination of the initial 90-day
period. The extension notice shall indicate (i) the special circumstances requiring an
extension of time; and (ii) the date by which the Committee expects to tender the benefit
determination. If the claim is denied in whole or in part, the Committee shall adopt a
written opinion, using language calculated to be understood by the Claimant, setting forth:
|
(a) |
The specific reason for such denial;
|
||
(b) |
The specific reference to pertinent provisions of this agreement upon which
such denial is based;
|
||
(c) |
A description of any additional material or information necessary for the
Claimant to perfect his claim and an explanation why such material or such information
is necessary.
|
||
(d) |
Appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review, including the Claimants right to bring a civil action
following an adverse benefit determination on review; and
|
||
(e) |
The time limits for requesting a review.
|
8.3 |
Request for Review
. Within sixty (60) days after the receipt by the Claimant of the
written opinion described above, the Claimant may request in writing that the Committee review
its determination. Such request must be addressed to the Committee. The Claimant or his duly
authorized representative may, but need not, review the pertinent documents, records and other
information, receive copies of such information, and submit documents, records, issues and
comments in writing for consideration by the Committee. If the Claimant does not request a
review of the Committees determination within such sixty (60) day period, he shall be barred
and estopped from challenging the Participating Employers determination.
|
10
8.4 |
Review of Decision
. Within a reasonable time not later than sixty (60) days after
the Board of Directors receipt of a request for review, the Committee will review its
determinations. After considering all materials presented by the Claimant, the Committee will
render a written opinion, written in a manner calculated to be understood by the Claimant,
setting forth (a) the specific reasons for the decision; (b) and containing specific
references to the pertinent provisions of this Plan on which the decision is based; (c) a
statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to
the Claimants claim for benefits; and (d) a statement of the Claimants right to bring an
action under Section 502(a) of ERISA. If special circumstances require that the sixty (60)
day time period be extended, the Committee will so notify the Claimant prior to the
termination of the initial 60-day period and will render the decision as soon as possible, but
no later than one hundred twenty (120) days after the filing of the request for review. The
extension notice will set forth: (a) the special circumstances; and (b) the date as of which
the benefit determination will be made.
|
10.1 |
Controlling Law
. The provisions of this Plan shall be subject to regulation under
ERISA. To the extent not preempted by federal law, this Plan shall be construed and
interpreted according to the laws of the State of Indiana.
|
|
10.2 |
Captions
. The captions of Articles and Sections of this Plan are for the convenience
of reference only and shall not control or affect the meaning or construction of any of its
provisions.
|
|
10.3 |
Facility of Payment
. Any amounts payable hereunder to any Participant who is under
legal disability or who, in the judgment of the Committee, is unable to properly manage his or
her financial affairs may be paid to the legal representative of such Participant or may be
applied for the benefit of such Participant in any manner which the Committee may select, and
any such payment shall be deemed to be payment for such Participants account and shall be a
complete discharge of all liability of the Employer with respect to the amount so paid.
|
|
10.4 |
Withholding of Payroll Taxes
. To the extent required by the laws in effect at the
time compensation or deferred compensation payments are made, the Employer shall withhold
from such compensation, or from deferred compensation payments made hereunder, any taxes
required to be withheld for federal, state or local government purposes.
|
11
10.5 |
Protective Provisions
. A Participant will cooperate with the Employer by furnishing
any and all information requested by the Employer in order to facilitate the payment of
benefits hereunder.
|
|
10.6 |
Terms
. Whenever any words are used herein in the masculine, they shall be construed
as though they were used in the feminine in all cases where they would so apply; and wherever
any words are used herein in the singular or in the plural, they shall be construed as though
they were used in the plural or the singular, as the case may be, in all cases where they
would so apply.
|
|
10.7 |
Successor
. The provisions of this Plan shall bind and inure to the benefit of
Hillenbrand, Inc. and its successors and assigns. The terms successors and assigns 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 Hillenbrand, Inc. and successors of any such company or other business entity.
|
12
HILLENBRAND, INC. | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
Name: | |||||
|
|
|||||
|
Title: | |||||
|
|
13
Target | Target | |||||||||||
Base Salary | Bonus % | Bonus | ||||||||||
|
||||||||||||
Year 5
|
$ | 210,000 | 40 | % | $ | 84,000 | ||||||
Year 4
|
201,500 | 30 | % | 60,450 | ||||||||
Year 3
|
194,000 | 30 | % | 58,200 | ||||||||
Year 2
|
185,500 | 24 | % | 44,520 | ||||||||
Year 1
|
180,000 | 24 | % | 43,200 |
Supplemental | ||||||||||||
Earnings (Pension Plan) | Retirement | |||||||||||
w/o § 401(a)17 limits | Target Bonus | Earnings | ||||||||||
|
||||||||||||
Year 5
|
$ | 210,000 | $ | 84,000 | $ | 294,000 | ||||||
Year 4
|
201,500 | 60,450 | 261,950 | |||||||||
Year 3
|
194,000 | 58,200 | 252,200 | |||||||||
Year 2
|
185,500 | 44,520 | 230,020 | |||||||||
Year 1
|
180,000 | 43,200 | 223,200 | |||||||||
|
||||||||||||
|
$ | 1,261,370 | ||||||||||
|
14
1. |
Single Life Annuity
|
|
2. |
66-2/3% Joint and Survivor Annuity
|
|
3. |
75% Joint and Survivor Annuity
|
|
4. |
100% Joint and Survivor Annuity
|
|
5. |
5-Year Certain and Life
|
|
6. |
10-Year Certain and Life
|
|
7. |
15-Year Certain and Life
|
|
8. |
20-Year Certain and Life
|
15
PREAMBLE
|
||||
ARTICLE 1 - GENERAL
|
1-1 | |||
1.1
Plan
|
1-1 | |||
1.2
Effective Dates
|
1-1 | |||
1.3
Amounts Not Subject to Code Section 409A
|
1-1 | |||
|
||||
ARTICLE 2 - DEFINITIONS
|
2-1 | |||
2.1
Account
|
2-1 | |||
2.2
Administrator
|
2-1 | |||
2.3
Adoption Agreement
|
2-1 | |||
2.4
Beneficiary
|
2-1 | |||
2.5
Board or Board of Directors
|
2-1 | |||
2.6
Bonus
|
2-1 | |||
2.7
Change in Control
|
2-1 | |||
2.8
Code
|
2-1 | |||
2.9
Compensation
|
2-1 | |||
2.10
Director
|
2-1 | |||
2.11
Disability
|
2-2 | |||
2.12
Eligible Employee
|
2-2 | |||
2.13
Employer
|
2-2 | |||
2.14
ERISA
|
2-2 | |||
2.15
Identification Date
|
2-2 | |||
2.16
Key Employee
|
2-2 | |||
2.17
Participant
|
2-2 | |||
2.18
Plan
|
2-2 | |||
2.19
Plan Sponsor
|
2-2 | |||
2.20
Plan Year
|
2-2 | |||
2.21
Related Employer
|
2-3 | |||
2.22
Retirement
|
2-3 | |||
2.23
Separation from Service
|
2-3 | |||
2.24
Unforeseeable Emergency
|
2-4 | |||
2.25
Valuation Date
|
2-4 | |||
2.26
Years of Service
|
2-4 | |||
|
||||
ARTICLE 3 - PARTICIPATION
|
3-1 | |||
3.1
Participation
|
3-1 | |||
3.2
Termination of Participation
|
3-1 |
4-1
4-1
4-1
4-1
4-2
5-1
5-1
5-1
6-1
6-1
6-1
7-1
7-1
7-1
8-1
8-1
8-1
8-1
9-1
9-1
9-1
9-1
9-2
9-2
9-2
9-3
9-7
9-8
9-10
10-1
10-1
10-1
10-1
11-1
11-1
11-1
11-1
12-1
12-1
12-2
12-5
13-1
13-1
13-1
13-1
13-1
13-2
13-2
13-2
13-2
13-3
13-4
13-4
1.1 | Plan. The Plan will be referred to by the name specified in the Adoption Agreement. | |
1.2 | Effective Dates. |
(a) | Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted. | ||
(b) | Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date. | ||
(c) | Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan. |
1.3 | Amounts Not Subject to Code Section 409A | |
Except as otherwise indicated by the Plan Sponsor in Section 1.01 of the Adoption Agreement, amounts deferred before January 1, 2005 that are earned and vested on December 31, 2004 will be separately accounted for and administered in accordance with the terms of the Plan as in effect on December 31, 2004. |
1-1
2.1 | Account means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participants Beneficiary pursuant to the Plan. | |
2.2 | Administrator means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement to be responsible for the administration of the Plan. If no Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor. | |
2.3 | Adoption Agreement means the agreement adopted by the Plan Sponsor that establishes the Plan. | |
2.4 | Beneficiary means the persons, trusts, estates or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant. | |
2.5 | Board or Board of Directors means the Board of Directors of the Plan Sponsor. | |
2.6 | Bonus means an amount of cash incentive remuneration payable by the Employer to a Participant. | |
2.7 | Change in Control means the occurrence of an event involving the Plan Sponsor that is described in Section 9.7. | |
2.8 | Code means the Internal Revenue Code of 1986, as amended. | |
2.9 | Compensation has the meaning specified in Section 3.01 of the Adoption Agreement. | |
2.10 | Director means a non-employee member of the Board who has been designated by the Employer as eligible to participate in the Plan. |
2-1
2.11 | Disability means a determination by the Administrator that the Participant is either (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 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. A Participant will be considered to have incurred a Disability if he is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board or is considered disabled for purposes of eligibility to receive benefits under the Employers long term disability plan. | |
2.12 | Eligible Employee means an employee of the Employer who satisfies the requirements in Section 2.01 of the Adoption Agreement. | |
2.13 | Employer means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan. | |
2.14 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. | |
2.15 | Identification Date means the date as of which Key Employees are determined which is specified in Section 1.06 of the Adoption Agreement. | |
2.16 | Key Employee means an employee who satisfies the conditions set forth in Section 9.6. | |
2.17 | Participant means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3. | |
2.18 | Plan means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and as amended from time to time. | |
2.19 | Plan Sponsor means the entity identified in Section 1.03 of the Adoption Agreement or any successor by merger, consolidation or otherwise. | |
2.20 | Plan Year means the period identified in Section 1.02 of the Adoption Agreement. |
2-2
2.21 | Related Employer means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Employer. | |
2.22 | Retirement has the meaning specified in 6.01(f) of the Adoption Agreement. | |
2.23 | Separation from Service means the date that the Participant dies, retires or otherwise has a termination of employment with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such longer period during which the Participants right to re-employment is provided by statute or contract. If the period of leave exceeds six months and the Participants right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted for the six month period. | |
Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months). If a Participant continues to provide services to a Related Employer in a capacity other than as an employee, the Participant will not be deemed to have a termination of employment if the Participant is providing services at an annual rate that is at least 50 percent of the services rendered by such individual, on average, during the immediately preceding 36 month period of employment (or such lesser period of employment) and the annual remuneration for such services is at least 50 percent of the average annual remuneration earned during the such 36 calendar months of employment (or such lesser period of employment). | ||
An independent contractor is considered to have experienced a Separation from Service with the Related Employer upon the expiration of the contract (or, in the case of more than one contract, all contracts) under which services are performed for the Related Employer if the expiration constitutes a good-faith and complete termination of the contractual relationship. |
2-3
2-4
3.1 | Participation. The Participants in the Plan shall be those Directors and employees of the Employer who satisfy the requirements of Section 2.01 of the Adoption Agreement. | |
3.2 | Termination of Participation. The Administrator may terminate a Participants participation in the Plan in a manner consistent with Code Section 409A. If the Employer terminates a Participants participation before the Participant experiences a Separation from Service the Participants vested Accounts shall be paid in accordance with the provisions of Article 9. |
3-1
4.1 | Deferral Agreement. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Eligible Employee and Director may elect to defer his Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator and the provisions of this Article 4. | |
A new deferral agreement must be timely executed for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. An Eligible Employee or Director who does not timely execute a deferral agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year. | ||
A deferral agreement may be changed or revoked during the period specified by the Administrator. Except as provided in Section 9.3 or in Section 4.01(c) of the Adoption Agreement, a deferral agreement becomes irrevocable at the close of the specified period. | ||
4.2 | Amount of Deferral. An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement. | |
4.3 | Timing of Election to Defer. Each Eligible Employee or Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator. Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding the Plan Year during which the Bonus is earned that is specified by the Administrator, except that if the Bonus can be treated as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within the period specified by the Administrator, which period, in no event, shall end after the date which is six months prior to the end of the period during which the Bonus is earned, provided the Participant has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant executed the deferral agreement and provided further that the compensation has not yet become readily ascertainable within the meaning of Reg. Sec 1.409A-2(a)(8). In addition, if the Compensation qualifies as fiscal year compensation within the meaning of Reg. Sec. 1.409A -2(a)(6), the deferral agreement may be made not later than the end of the Employers taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable. |
4-1
Except as otherwise provided below, an employee who is classified or designated as an Eligible Employee during a Plan Year or a Director who is designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a deferral agreement within the thirty (30) day period beginning on the date the employee is classified or designated as an Eligible Employee or the date the Director is designated as eligible, whichever is applicable, if permitted by Section 4.01(b)(ii) of the Adoption Agreement. If Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes his deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election becomes irrevocable and effective over the total number of days in the performance period. The rules of this paragraph shall not apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Reg. Sec. 1.409A-2(a)(7). | ||
4.4 | Election of Payment Schedule and Form of Payment. | |
All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section 4.4. |
(a) | If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation subject to the deferral agreement from among the options the Plan Sponsor has made available for this purpose and which are specified in 6.01(b) of the Adoption Agreement. Unless otherwise provided in Section 6.01(b) of the Adoption Agreement, prior to the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director shall elect a distribution event (which includes a specified time) and a form of payment for any Employer contributions that may be credited to the Participants Account during the Plan Year. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service as the distribution event. If he fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment. |
4-2
(b) | If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director first completes a deferral agreement but in no event later than the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for amounts credited to his Account from among the options the Plan Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service in the distribution event. If he fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment. |
4-3
5.1 | Matching Contributions. If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will credit the Participants Account with a matching contribution determined in accordance with the formula specified in Section 5.01(a) of the Adoption Agreement. The matching contribution will be treated as allocated to the Participants Account at the time specified in Section 5.01(a)(iii) of the Adoption Agreement. | |
5.2 | Other Contributions. If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participants Account with a contribution determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement. The contribution will be treated as allocated to the Participants Account at the time specified in Section 5.01(b)(iii) of the Adoption Agreement. |
5-1
6.1 | Establishment of Account. For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan. | |
6.2 | Credits to Account. A Participants Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant and the amount of Employer contributions treated as allocated on his behalf under Article 5. Deferrals of Plan Sponsor stock awarded under the Hillenbrand, Inc. Stock Incentive Plan shall be credited to and accounted for separately in a subaccount (the Plan Sponsor Stock Account) established for this purpose by the Administrator. |
6-1
7.1 | Investment Options. The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator. | |
7.2 | Adjustment of Accounts. The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participants Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical earnings, expenses, gains and losses described above; (b) amounts credited pursuant to Section 6.2; (c) dividends with respect to Plan Sponsor stock credited to the subaccount described in Section 6.2; and (d) distributions or withdrawals. In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1. The number of shares of Plan Sponsor stock (if any), credited to the subaccount described in Section 6.2 shall be adjusted by the Board of Directors of the Plan Sponsor, as it deems appropriate, to reflect stock dividends, stock splits, reclassifications, spinoffs and other extraordinary distributions. |
7-1
8.1 | Vesting. A Participant, at all times, has the 100% nonforfeitable interest in the amounts credited to his Account attributable to his elective deferrals made in accordance with Section 4.1. | |
A Participants right to the amounts credited to his Account attributable to Employer contributions made in accordance with Article 5 shall be determined in accordance with the relevant schedule and provisions in Section 7.01 of the Adoption Agreement. Upon a Separation from Service and after application of the provisions of Section 7.01 of the Adoption Agreement, the Participant shall forfeit the nonvested portion of his Account. | ||
8.2 | Death. The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section 7.01(c) of the Adoption Agreement and/or to accelerate distributions upon Death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement. If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the vested amount credited to the Participants Account will be paid in accordance with the provisions of Article 9. | |
A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator. | ||
A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participants vested Account, such amount will be paid to his estate (such estate shall be deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of Article 9. | ||
8.3 | Disability. If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7.01(c) of the Adoption Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be made by the Administrator in its sole discretion in a manner consistent with the requirements of Code Section 409A. |
8-1
9.1 | Amount of Benefits. The vested amount credited to a Participants Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan. | |
9.2 | Method and Timing of Distributions. Except as otherwise provided in this Article 9, distributions under the Plan shall be made in accordance with the terms of the Plan and the Adoption Agreement. Subject to the provisions of Section 9.6 requiring a six month delay for certain distributions to Key Employees, distributions following a payment event shall commence at the time specified in Section 6.01(a) of the Adoption Agreement. If permitted by Section 6.01(g) of the Adoption Agreement, a Participant may elect, at least twelve months before a scheduled distribution event, to delay the payment date for a minimum period of sixty months from the originally scheduled date of payment, provided the election does not take effect for at least twelve months from the date on which the election is made. The distribution election change must be made in accordance with procedures and rules established by the Administrator. The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section 409A or the provisions of Reg. Sec. 1.409A-2(b). For purposes of this Section 9.2, a series of installment payments is always treated as a single payment and not as a series of separate payments. All distributions other than those attributable to the Plan Sponsor Stock Account described in Section 6.2 shall be made in cash. Distributions attributable to the Plan Sponsor Stock Account shall be made in Plan Sponsor Stock. | |
9.3 | Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under Section 8.01(a) of the Adoption Agreement. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted, and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participants assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of deferrals under the Plan. |
9-1
A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, foreign or local income taxes and penalties reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. If permitted by Section 8.01(b) of the Adoption Agreement, a Participants deferral elections for the remainder of the Plan Year will be cancelled upon a withdrawal due to an Unforeseeable Emergency. If the payment of all or any portion of the Participants vested Account is being delayed in accordance with Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount being delayed shall not be subject to the provisions of this Section 9.3 until the expiration of the six month period of delay required by Section 9.6. | ||
9.4 | Payment Election Overrides. If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following provisions apply. Upon the occurrence of the first event selected by the Plan Sponsor, the remaining vested amount credited to the Participants Account shall be paid in the form designated to the Participant or his Beneficiary regardless of whether the Participant had made different elections of time and /or form of payment or whether the Participant was receiving installment payments at the time of the event. | |
9.5 | Cashouts of Amounts Not Exceeding Stated Limit. If the vested amount credited to the Participants Account does not exceed the limit established for this purpose by the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time he incurs a Separation from Service for any reason, the Employer shall distribute such amount to the Participant at the time specified in Section 6.01(a) of the Adoption Agreement in a single lump sum cash payment following such Separation from Service regardless of whether the Participant had made different elections of time or form of payment as to the vested amount credited to his Account or whether the Participant was receiving installments at the time of such termination. A Participants Account, for purposes of this Section 9.5, shall include any amounts described in Section 1.3. | |
9.6 | Required Delay in Payment to Key Employees . Except as otherwise provided in this Section 9.6, a distribution made on account of Separation from Service (or Retirement, if applicable) to a Participant who is a Key Employee as of the date of his Separation from Service (or Retirement, if applicable) shall not be made before the date which is six months after the Separation from Service (or Retirement, if applicable). |
9-2
(a) | A Participant is treated as a Key Employee if (i) he is employed by a Related Employer any of whose stock is publicly traded on an established securities market, and (ii) he satisfies the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date. | ||
(b) | A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six month delay in distributions for the twelve month period beginning on the first day of a month no later than the fourth month following the Identification Date. The Identification Date and the effective date of the delay in distributions shall be determined in accordance with Section 1.06 of the Adoption Agreement. | ||
(c) | The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees for purposes of the six month delay in distributions if the method satisfies each of the following requirements. The alternative method is reasonably designed to include all Key Employees, is an objectively determinable standard providing no direct or indirect election to any Participant regarding its application, and results in either all Key Employees or no more than 200 Key Employees being identified in the class as of any date. Use of an alternative method that satisfies the requirements of this Section 9.6(c) will not be treated as a change in the time and form of payment for purposes of Reg. Sec. 1.409A-2(b). | ||
(d) | The six month delay does not apply to payments described in Section 9.9(a),(b) or (d) or to payments that occur after the death of the Participant. If the payment of all or any portion of the Participants vested Account is being delayed in accordance with this Section 9.6 at the time he incurs a Disability which would otherwise require a distribution under the terms of the Plan, no amount shall be paid until the expiration of the six month period of delay required by this Section 9.6. |
9.7 | Change in Control. If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the procedures described in Article 4. |
9-3
Alternatively, if the Plan Sponsor has elected in accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control, the Participants remaining vested Account shall be paid to the Participant or the Participants Beneficiary at the time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment. A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by the Plan Sponsor in Section 11.03 of the Adoption Agreement. The Plan Sponsor, for this purpose, includes any corporation identified in this Section 9.7. All distributions made in accordance with this Section 9.7 are subject to the provisions of Section 9.6. | ||
If a Participant continues to make deferrals in accordance with Article 4 after he has received a distribution due to a Change in Control, the residual amount payable to the Participant shall be paid at the time and in the form specified in the elections he makes in accordance with Article 4 or upon his death or Disability as provided in Article 8. | ||
Whether a Change in Control has occurred will be determined by the Administrator in accordance with the rules and definitions set forth in this Section 9.7. A distribution to the Participant will be treated as occurring upon a Change in Control if the Plan Sponsor terminates the Plan in accordance with Section 10.2 and distributes the Participants benefits within twelve months of a Change in Control as provided in Section 10.3. |
(a) | Relevant Corporations. To constitute a Change in Control for purposes of the Plan, the event must relate to (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the Participants benefits under the Plan (or all corporations liable if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for such corporation (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for such payment is the avoidance of federal income tax, or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii). A majority shareholder is defined as a shareholder owning more than fifty percent (50%) of the total fair market value and voting power of such corporation. |
9-4
(b) | Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option. | ||
(c) | Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as discussed below in Section 9.7(d)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 9.7(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of this Section 9.7(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. |
9-5
(d) | Change in the Effective Control of a Corporation. A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation, or (ii) a majority of members of the corporations board of directors is replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the corporations board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified in Section 9.7(a) for which no other corporation is a majority shareholder for purposes of Section 9.7(a). In the absence of an event described in Section 9.7(d)(i) or (ii), a change in the effective control of a corporation will not have occurred. A change in effective control may also occur in any transaction in which either of the two corporations involved in the transaction has a change in the ownership of such corporation as described in Section 9.7(c) or a change in the ownership of a substantial portion of the assets of such corporation as described in Section 9.7(e). If any one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of this Section 9.7(d), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or to cause a change in the ownership of the corporation within the meaning of Section 9.7(c). For purposes of this Section 9.7(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in Section 9.7(c) with the following exception. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. |
9-6
(e) | Change in the Ownership of a Substantial Portion of a Corporations Assets. A change in the ownership of a substantial portion of a corporations assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in Section 9.7(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 9.7(e) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 9.7(e)(iii). For purposes of the foregoing, and except as otherwise provided, a persons status is determined immediately after the transfer of assets. |
9.8 | Permissible Delays in Payment. Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following circumstances as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis. |
9-7
(a) | The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participants first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during the period beginning with the Participants Separation from Service and ending on the later of the last day of the Employers taxable year in which the Participant separates from service or the 15th day of the third month following the Participants Separation from Service. If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section 9.8(a) will also be delayed. | ||
(b) | The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation. | ||
(c) | The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin. |
9.9 | Permitted Acceleration of Payment . The Employer may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Reg. Sec. 1.409A-3(j)(4), including the following events: |
(a) | Domestic Relations Order. A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p). | ||
(b) | Compliance with Ethics Agreements and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A. |
9-8
(c) | De Minimis Amounts. A payment will be accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), and (ii) at the time the payment is made the amount constitutes the Participants entire interest under the Plan and all other plans that are aggregated with the Plan under Reg. Sec. 1.409A-1(c)(2). | ||
(d) | FICA Tax. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the FICA Amount). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount. | ||
(e) | Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A. | ||
(f) | Offset. A payment may be accelerated in the Employers discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employers taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant. | ||
(g) | Other Events. A payment may be accelerated in the Administrators discretion in connection with such other events and conditions as permitted by Code Section 409A. |
9-9
9.10 | Securities Law Requirements . Each distribution under the Plan shall be subject to the requirement that, if at any time the Administrator shall determine that (i) the listing, registration or qualification of the Plan Sponsor Stock to be distributed upon any securities exchange or market or under any state or federal law, or (ii) the consent or approval of any government regulatory body with respect to such distribution or (iii) an agreement by the Participant with respect to the disposition of Plan Sponsor Stock distributed under the Plan is necessary or desirable in order to satisfy any legal requirements, such distribution shall not be made, in whole or in part, unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Administrator. The Plan Sponsor shall have no obligation to effect any registration or qualification of the Plan Sponsor Stock under federal or state laws or to compensate a Participant for any loss resulting from the application of this Section. |
9-10
10.1 | Amendment by Plan Sponsor. The Plan Sponsor reserves the right to amend the Plan (for itself and each Employer) through action of its Board of Directors. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account which had accrued and vested prior to the amendment. | |
10.2 | Plan Termination Following Change in Control or Corporate Dissolution. If so elected by the Plan Sponsor in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to terminate the Plan and distribute all amounts credited to all Participant Accounts within the 30 days preceding or the twelve months following a Change in Control as determined in accordance with the rules set forth in Section 9.7. For this purpose, the Plan will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer immediately after the Change in Control which are treated as a single plan under Reg. Sec. 1.409A-1(c)(2) are also terminated so that all participants under the Plan and all similar arrangements are required to receive all amounts deferred under the terminated arrangements within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the arrangements. In addition, the Plan Sponsor reserves the right to terminate the Plan within twelve months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section 503(b)(1)(A) provided that amounts deferred under the Plan are included in the gross incomes of Participants in the latest of (a) the calendar year in which the termination occurs, (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (c) the first calendar year in which payment is administratively practicable. | |
10.3 | Other Plan Terminations. The Plan Sponsor retains the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor that would be aggregated with any terminated arrangement under Code Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the termination of the arrangements, (c) all payments are made within twenty-four months of the termination of the arrangements, (d) the Plan Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and (e) the termination does not occur proximate to a downturn in the financial health of the Plan sponsor. | |
The Plan Sponsor also reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin. |
10-1
11.1 | Establishment of Trust. The Plan Sponsor may but is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or all amounts credited to Participants under Section 6.2. If the Plan Sponsor elects to establish a trust in accordance with Section 10.01 of the Adoption Agreement, the provisions of Sections 11.2 and 11.3 shall become operative. | |
11.2 | Grantor Trust. Any trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Plan Sponsors creditors in the event of the Plan Sponsors insolvency. The trust is intended to be treated as a grantor trust under the Code, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto. The Plan Sponsor must notify the trustee in the event of a bankruptcy or insolvency. | |
11.3 | Investment of Trust Funds. Any amounts contributed to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Administrator. Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect the hypothetical investment adjustments to Participant Accounts under the Plan. |
11-1
12.1 | Powers and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrators powers and responsibilities include, but are not limited to, the following: |
(a) | To make and enforce such rules and procedures as it deems necessary or proper for the efficient administration of the Plan; | ||
(b) | To interpret the Plan, its interpretation thereof to be final, except as provided in Section 12.2, on all persons claiming benefits under the Plan; | ||
(c) | To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan; | ||
(d) | To administer the claims and review procedures specified in Section 12.2; | ||
(e) | To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan; | ||
(f) | To determine the person or persons to whom such benefits will be paid; | ||
(g) | To authorize the payment of benefits; | ||
(h) | To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA; | ||
(i) | To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan; | ||
(j) | By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan. |
12-1
12.2 | Claims and Review Procedures. |
(a) | Claims Procedure. If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description of the Plans review procedures and the time limits applicable to such procedures, including a statement of the persons right to bring a civil action following an adverse decision on review. Such notification will be given within 90 days after the claim is received by the Administrator. The Administrator may extend the period for providing the notification by 90 days if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period. If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim. | ||
(b) | Review Procedure. Within 60 days after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days of the date denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The notification will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review. | ||
The decision on review will be made within 60 days. The Administrator may extend the period for making the decision on review by 60 days if special circumstances require an extension of time for processing the request such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period. If the decision on review is not made within such period, the claim will be considered denied. |
12-2
(c) | Special Procedure for Claims Due to Disability. To the extent an application for distribution as a result of a Disability requires the Administrator or the panel reviewing the Administrators determination, as applicable, to make a determination of Disability under the terms of the Plan, then such determination shall be subject to all of the general rules described in this Section, except as they are expressly modified by this Section 12(c). |
(i) | The initial decision on the claim for a Disability distribution will be made within forty-five (45) days after the Plan receives the claimants claim, unless special circumstances require additional time, in which case the Administrator will notify the claimant before the end of the initial forty-five (45)-day period of an extension of up to thirty (30) days. If necessary, the Administrator may notify the claimant, prior to the end of the initial thirty (30)-day extension period, of a second extension of up to thirty (30) days. If an extension is due to the claimants failure to supply the necessary information, then the notice of extension will describe the additional information and the claimant will have forty-five (45) days to provide the additional information. Moreover, the period for making the determination will be delayed from the date the notification of extension was sent out until the claimant responds to the request for additional information. No additional extensions may be made, except with the claimants voluntary consent. The contents of the notice shall be the same as described in Section 12.2(a) above. If a disability distribution claim is denied in whole or in part, then the claimant will receive notification, as described in Section 12.2(c). | ||
(ii) | If an internal rule, guideline, protocol or similar criterion is relied upon in making the adverse determination, then the denial notice to the claimant will either set forth the internal rule, guideline, protocol or similar criterion, or will state that such was relied upon and will be provided free of charge to the claimant upon request (to the extent not legally-privileged) and if the claimants claim was denied based on a medical necessity or experimental treatment or similar exclusion or limit, then the claimant will be provided a statement either explaining the decision or indicating that an explanation will be provided to the claimant free of charge upon request. |
12-3
(iii) | Any claimant whose application for a Disability distribution is denied in whole or in part, may appeal the denial by submitting to the panel reviewing the administrators determination (the Review Panel) a request for a review of the application within one hundred and eighty (180) days after receiving notice of the denial. The request for review shall be in the form and manner prescribed by the Review Panel. In the event of such an appeal for review, the provisions of Section 12.2(b) regarding the claimants rights and responsibilities shall apply. Upon request, the Review Panel will identify any medical or vocational expert whose advice was obtained on behalf of the Review Panel in connection with the denial, without regard to whether the advice was relied upon in making the determination. The entity or individual appointed by the Review Panel to review the claim will consider the appeal de novo , without any deference to the initial denial. The review will not include any person who participated in the initial denial or who is the subordinate of a person who participated in the initial denial. | ||
(iv) | If the initial Disability distribution denial was based in whole or in part on a medical judgment, then the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial determination nor is the subordinate of any person who was consulted in connection with that determination; and upon notifying the claimant of an adverse determination on review, include in the notice either an explanation of the clinical basis for the determination, applying the terms of the Plan to the claimants medical circumstances, or a statement that such explanation will be provided free of charge upon request. |
12-4
(v) | A decision on review shall be made promptly, but not later than forty-five (45) days after receipt of a request for review, unless special circumstances require an extension of time for processing. If an extension is required, the claimant will be notified before the end of the initial forty-five (45)-day period that an extension of time is required and the anticipated date that the review will be completed. A decision will be given as soon as possible, but not later than ninety (90) days after receipt of a request for review. The Review Panel shall give notice of its decision to the claimant; such notice shall comply with the requirements set forth in Section 12.2(a). In addition, if the claimants claim was denied based on a medical necessity or experimental treatment or similar exclusion, then the claimant will be provided a statement explaining the decision, or a statement providing that such explanation will be furnished to the claimant free of charge upon request. The notice shall also contain the following statement: You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency. |
(d) | Exhaustion of Claims Procedure and Right to Bring Legal Claim. No action in law or equity shall be brought more than one (1) year after the Review Panels affirmation of a denial of the claim, or, if earlier, more than four (4) years after the facts or events giving rise to the claimants allegation(s) or claim(s) first occurred. |
12.3 | Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator in administering the Plan shall be paid by the Plan to the extent not paid by the Employer. |
12-5
13.1 | Unsecured General Creditor of the Employer. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under the Plan, any and all of the Employers assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer. Each Employers obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. | |
13.2 | Employers Liability . Each Employers liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral agreements entered into between a Participant and the Employer. An Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements. An Employer shall have no liability to Participants employed by other Employers. | |
13.3 | Limitation of Rights . Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby. | |
13.4 | Anti-Assignment . Except as may be necessary to fulfill a domestic relations order within the meaning of Code Section 414(p), none of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder. Notwithstanding the preceding, the benefit payable from a Participants Account may be reduced, at the discretion of the administrator, to satisfy any debt or liability to the Employer. |
13-1
13.5 | Facility of Payment . If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the Administrator for the payment of benefits hereunder to such recipient. | |
13.6 | Notices. Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed delivered in writing if addressed to the Plan Sponsor at the address specified in Section 1.03 of the Adoption Agreement and if either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified. | |
13.7 | Tax Withholding . If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan. | |
13.8 | Indemnification. |
(a) | Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in Subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not consent. |
13-2
(b) | The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise. | ||
(c) | Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure to the benefit of his heirs, executors, and administrators. The Employer agrees that the undertakings made in this Section shall be binding on its successors or assigns and shall survive the termination, amendment or restatement of the Plan. | ||
(d) | The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer. | ||
(e) | For the purposes of this Section, the following definitions shall apply: |
(1) | Indemnitee shall mean each person serving as an Administrator (or any other person who is an employee, director, or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he is or was performing administrative functions under the Plan. | ||
(2) | Proceeding shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation, an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or through arbitration. |
13.9 | Successors . The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their successors and assigns and the Participant and the Participants designated Beneficiaries. |
13-3
13.10 | Disclaimer. It is the Plan Sponsors intention that the Plan comply with the requirements of Code Section 409A. Neither the Plan Sponsor nor the Employer shall have any liability to any Participant should any provision of the Plan fail to satisfy the requirements of Code Section 409A. | |
13.12 | Governing Law . The Plan will be construed, administered and enforced according to the laws of the State specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement. |
13-4
1.01 | PREAMBLE |
1.02 | PLAN | |
Plan Name: Hillenbrand, Inc. Supplemental Retirement Plan | ||
Plan Year: 1/1/ 12/31 | ||
1.03 | PLAN SPONSOR |
Name:
|
Hillenbrand, Inc. | |
Address:
|
One Batesville Boulevard, Batesville, IN 47006 | |
Phone #:
|
(812) 934-7500 | |
EIN:
|
26-1342272 | |
Fiscal Yr:
|
10/1 9/30 |
- 1 -
1.04 | EMPLOYER |
Entity | Publicly Traded on Est. Securities Market | |||
Hillenbrand, Inc. | Yes | No | ||
And any affiliates and subsidiaries
|
þ | o | ||
|
o | o | ||
|
o | o | ||
|
o | o | ||
|
o | o | ||
|
o | o |
1.05 | ADMINISTRATOR |
Name:
|
Compensation and Management Development Committee of the Board of Directors of the Plan Sponsor | |
|
||
Address:
|
See Section 1.03 |
Note : | The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator. |
1.06 | KEY EMPLOYEE DETERMINATION DATES |
- 2 -
2.01 | PARTICIPATION |
(a) | þ | Employees [complete (i), (ii) or (iii)] |
(i) | þ | Eligible Employees are selected by the Employer. | |||
(ii) | o | Eligible Employees are those employees of the Employer who satisfy the following criteria: | |||
|
|||||
|
|||||
|
|||||
|
|||||
|
(iii) | o | Employees are not eligible to participate. |
(b) | þ | Directors [complete (i), (ii) or (iii)] |
(i) | o | All Directors are eligible to participate. | |||
(ii) | þ | Only Directors selected by the Employer are eligible to participate. | |||
(iii) | o | Directors are not eligible to participate. |
- 3 -
3.01 | COMPENSATION |
(a) | þ | Compensation is defined as: | |||
Compensation as determined under the Hillenbrand, Inc. Savings Plan but without regard to the Code Section 401(a)(17) limitation in effect for the Plan Year. | |||||
(b) | o | Compensation as defined in _____ [insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year. | |||
(c) | þ | Director Compensation is defined, for any Plan Year, as: | |||
The total amount of meeting fees and retainers for Director services paid to the Director by the Employer plus SIP Grants. | |||||
(d) | o | Compensation shall, for all Plan purposes, be limited to $_____. | |||
(e) | o | Not Applicable. |
3.02 | BONUSES |
Will be treated as Performance | ||||
Type | Based Compensation | |||
Yes | No | |||
Short Term Incentive Compensation
|
þ | o | ||
(STIC)
|
o | o | ||
Stock Grants under Hillenbrand, Inc.
|
o | þ | ||
Stock Incentive Plan (SIP Grants)
|
o | o | ||
|
o | o |
o | Not Applicable. |
- 4 -
4.01 | PARTICIPANT CONTRIBUTIONS |
(a) | Amount of Deferrals | ||
A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete dollar amount and / or percentage amount. |
(i) | Compensation Other than Bonuses [do not complete if you complete (iii)] |
Dollar Amount | % Amount | |||||||||||||||||||
Type of Remuneration | Min | Max | Min | Max | Increment | |||||||||||||||
(a)
|
||||||||||||||||||||
(b)
|
||||||||||||||||||||
(c)
|
Note: | The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%. |
(ii) | Bonuses [do not complete if you complete (iii)] |
(iii) | Compensation [do not complete if you completed (i) and (ii)] |
Dollar Amount | % Amount | |||||||||||||||
Min | Max | Min | Max | Increment |
(iv) | Director Compensation |
Dollar Amount | % Amount | |||||||||||||||||||
Type of Compensation | Min | Max | Min | Max | Increment | |||||||||||||||
Annual Retainer
|
1 | 100 | 1 | % | ||||||||||||||||
Meeting Fees
|
1 | 100 | 1 | % | ||||||||||||||||
Other: SIP Grants
|
1 | 100 | 1 | % | ||||||||||||||||
Other:
|
- 5 -
(b) | Election Period |
(i) | Performance Based Compensation | ||
A special election period | |||
þ Does o Does Not |
(ii) | Newly Eligible Participants | ||
An employee who is classified or designated as an Eligible Employee during a Plan Year | |||
þ May o May Not |
(c) | Revocation of Deferral Agreement | ||
A Participants deferral agreement | |||
þ Will | |||
o Will Not | |||
be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan. | |||
(d) | No Participant Contributions | ||
o Participant contributions are not permitted under the Plan. |
- 6 -
5.01 | EMPLOYER CONTRIBUTIONS |
(a) | Matching Contributions |
(i) | Amount | ||
For each Plan Year, the Employer shall make a Matching Contribution on behalf of each Participant who satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]: |
(ii) | Eligibility for Matching Contribution | ||
A Participant shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]: |
(A) | þ | Describe requirements: | |||
See attachment to Section 5.01(a)(ii)(A) | |||||
(B) | o | Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions | |||
(C) | o | No requirements |
- 7 -
(iii) | Time of Allocation | ||
Matching Contributions, if made, shall be treated as allocated [select one]: |
(b) | Other Contributions |
(i) | Amount | ||
The Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]: |
- 8 -
(ii) | Eligibility for Other Contributions | ||
A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he satisfies the following requirements [complete the one that is applicable]: |
(iii) | Time of Allocation | ||
Employer contributions, if made, shall be treated as allocated [select one]: |
(A) | o | As of the last day of the Plan Year | |||
(B) | þ | At such time or times as the Employer shall determine in its sole discretion | |||
(C) | o | Other: | |||
|
|||||
|
|||||
|
(c) | No Employer Contributions |
o | Employer contributions are not permitted under the Plan. |
- 9 -
6.01 | DISTRIBUTIONS |
(a) | Timing of Distributions |
(i) | All distributions shall commence in accordance with the following [choose one]: |
(A) | o | As soon as administratively feasible following the distribution event | |||
(B) | þ | Monthly on specified day 10th [insert day] | |||
(C) | o | Annually on specified month and day _____ [insert month and day] | |||
(D) | o | Calendar quarter on specified month and day [_____ month of quarter (insert 1,2 or 3); _____ day (insert day)] |
(ii) | The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of: |
- 10 -
(b) | Distribution Events |
Lump Sum | Installments | |||||||
(i) | þ | Specified Date | X | 2 10 years | ||||
(ii) | o | Specified Age | years | |||||
(iii) | þ | Separation from Service | X | 2 10 years | ||||
(iv) | o | Separation from Service plus 6 months | years | |||||
(v) | o | Separation from Service plus _____ months [not to exceed _____ months] | years | |||||
(vi) | o | Retirement | years | |||||
(vii) | o | Retirement plus 6 months | years | |||||
(viii) | o | Retirement plus _____ months [not to exceed _____ months] | years | |||||
(ix) | o | Later of Separation from Service or Specified Age | years | |||||
(x) | þ | Later of Separation from Service or Specified Date | X | 2 10 years | ||||
(xi) | o | Disability | years | |||||
(xii) | o | Death | years | |||||
(xiii) | o | Change in Control | years |
|
o | Monthly | ||
|
o | Quarterly | ||
|
þ | Annually |
- 11 -
(c) | Specified Date and Specified Age elections may not extend beyond age 65 [insert age or Not Applicable if no maximum age applies]. |
(d) | Payment Election Override | ||
Payment of the remaining vested balance of the Participants Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include only a single form of payment]: |
EVENTS | FORM OF PAYMENT | |||||
o | Separation from Service | Lump sum | Installments | |||
o | Separation from Service before Retirement | Lump sum | Installments | |||
þ | Death | þ Lump sum | Installments | |||
þ | Disability | þ Lump sum | Installments | |||
o | Not Applicable |
(e) | Involuntary Cashouts |
|
o | If the Participants vested Account at the time of his Separation from Service does not exceed $______ distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan. | ||
|
||||
|
þ | There are no involuntary cashouts. |
(f) | Retirement |
|
o | Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]: | ||
|
||||
|
|
|||
|
|
|||
|
þ | No special definition of Retirement applies. |
- 12 -
(g) | Distribution Election Change | ||
A Participant |
|
þ | Shall | ||
|
o | Shall Not |
(h) | Frequency of Elections | ||
The Plan Sponsor |
|
þ | Has | ||
|
o | Has Not |
- 13 -
7.01 | VESTING |
(a) | Matching Contributions |
|
þ | Years of Service | Vesting % | |||||||||
|
0 | 0 | (insert 100 if there is immediate vesting) | |||||||||
|
1 | 0 | ||||||||||
|
2 | 0 | ||||||||||
|
3 | 100 | ||||||||||
|
4 | |||||||||||
|
5 | |||||||||||
|
6 | |||||||||||
|
7 | |||||||||||
|
8 | |||||||||||
|
9 | |||||||||||
|
||||||||||||
|
o | Other: | ||||||||||
|
||||||||||||
|
||||||||||||
|
||||||||||||
o | Class year vesting applies. | |||||||||||
|
||||||||||||
|
||||||||||||
þ | Not applicable. |
(b) | Other Employer Contributions |
|
þ | Years of Service | Vesting % | |||||||||
|
0 | 100 | (insert 100 if there is immediate vesting) | |||||||||
|
1 | |||||||||||
|
2 | |||||||||||
|
3 | |||||||||||
|
4 | |||||||||||
|
5 | |||||||||||
|
6 | |||||||||||
|
7 | |||||||||||
|
8 | |||||||||||
|
9 | |||||||||||
|
||||||||||||
|
o | Other: | ||||||||||
|
||||||||||||
|
||||||||||||
o | Class year vesting applies. | |||||||||||
|
||||||||||||
|
||||||||||||
o | Not applicable. |
- 14 -
(c) | Acceleration of Vesting |
|
(i) | þ | Death | |||
|
||||||
|
(ii) | þ | Disability | |||
|
||||||
|
(iii) | þ | Change in Control | |||
|
||||||
|
(iv) | o | Eligibility for Retirement | |||
|
||||||
|
(v) | o | Other: |
|
(vi) | o | Not applicable. |
(d) | Years of Service |
(i) | A Participants Years of Service shall include all service performed for the Employer and |
|
þ | Shall | ||
|
o | Shall Not |
(ii) | Years of Service shall also include service performed for the following entities: |
(iii) | Years of Service shall be determined in accordance with (select one) |
|
(A) | þ | The elapsed time method in Treas. Reg. Sec. 1.410(a)-7 | |||
|
||||||
|
(B) | o | The general method in DOL Reg. Sec. 2530.200b-1 through b-4 | |||
|
||||||
|
(C) | o | The Participants Years of Service credited under [insert name of plan] |
|
(D) | o | Other: |
(iv) | o | Not applicable. |
- 15 -
8.01 | UNFORESEEABLE EMERGENCY |
(a) | A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24: |
þ | Will | ||
o | Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01] |
(b) | Upon a withdrawal due to an Unforeseeable Emergency, a Participants deferral election for the remainder of the Plan Year: |
þ | Will | ||
o | Will Not |
- 16 -
9.01 | INVESTMENT DECISIONS |
|
(a) | þ | The Participant or his Beneficiary | |||
|
||||||
|
(b) | o | The Employer |
- 17 -
10.01 | GRANTOR TRUST |
þ | Does | ||
o | Does Not |
- 18 -
11.01 | TERMINATION UPON CHANGE IN CONTROL |
þ | Reserves | ||
o | Does Not Reserve |
11.02 | AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL |
o | Shall | ||
þ | Shall Not |
11.03 | CHANGE IN CONTROL |
(a) | þ | A change in the ownership of the Employer as described in Section 9.7(c) of the Plan. |
(b) | þ | A change in the effective control of the Employer as described in Section 9.7(d) of the Plan. |
(c) | þ | A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan. |
(d) | o | Not Applicable. |
- 19 -
12.01 | GOVERNING STATE LAW |
- 20 -
|
PLAN SPONSOR: | Hillenbrand, Inc. | ||||||
|
||||||||
|
By: | |||||||
|
Title: | |||||||
|
|
- 21 -
- 22 -
| Matching Contribution |
- 23 -
| Excess Contributions |
| SERP Contribution |
| Additional SERP Contribution |
- 24 -
Target Restricted Stock Award
(100% achievement of performance target) |
_____ Shares of Restricted Stock | |
Maximum Restricted Stock Award
(150% or greater achievement of performance target) |
_____ Shares of Restricted Stock | |
Measurement Period (three fiscal years)
|
October 1, 20_____ through September 30, 20_____ | |
Base Shareholder Value
(at the beginning of Measurement Period) |
$__ million | |
Incremental Shareholder Value Expected
|
$__ million | |
Weighted Average Cost of Capital
|
_____% |
Incremental Shareholder Value Delivered | ||
as Percentage of | ||
Incremental Shareholder Value Expected | Multiplier | |
(rounded down to nearest whole percent) | (rounded down to two decimal places) | |
Less than 50%
|
zero (no Shares vest) | |
At least 50% but less than 80%
|
.2 plus an additional .01 for each full percentage point realized above minimum for range | |
At least 80% but less than 100%
|
.5 plus an additional .025 for each full percentage point realized above minimum for range | |
At least 100% but less than 110%
|
1.0 plus an additional .025 for each full percentage point realized above minimum for range | |
At least 110% but less than 150%
|
1.25 plus an additional .00625 for each full point realized above minimum for range | |
At least 150%
|
1.5 (all Shares vest) |
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
[EMPLOYEE SIGNATURE] | ||||||||
|
||||||||
Print Name: | ||||||||
|
|
|||||||
|
||||||||
HILLENBRAND, INC. | ||||||||
|
||||||||
|
By: | |||||||
Print Name: | ||||||||
|
|
|||||||
|
Title: | |||||||
- 9 -
Name of Grantee:
|
No. of Shares: | |
Grant Date:
|
Price per Share: |
-2-
-3-
-4-
-5-
-6-
-7-
|
Fairness by observing both the form and the spirit of all applicable laws and
regulations, accounting standards and Company policies and adhering to high
standards of moral behavior.
|
|
Respect coupled with a willingness to solicit, listen to and act appropriately
in response to the expressed needs and desires of our shareholders, directors,
coworkers, customers, business partners, neighbors and suppliers.
|
|
Competition belief in a free market as the best mechanism for producing new
ideas and new products, encouraging creative people to be productive.
|
|
Candor free discussion of projects, problems and ethical issues among our
associates and with the legal and accounting professionals retained to assist us,
together with candor in discussing our operations and their impact on the persons
living around our facilities; and candor with suppliers and customers in buying and
selling, while in each case protecting confidential information and trade secrets
and demonstrating respect for individual privacy rights.
|
|
Prudence belief in the prudent exercise of personal and corporate discretion.
|
-2-
-3-
|
An associates interests and those of the Company seem to conflict;
|
|
An associate is in a position to receive a gift or personal favor from a customer or
supplier;
|
|
The only good reason for accepting something from a customer or supplier is because
you feel like you deserve it;
|
|
An associate will be communicating with a representative of a competitor;
|
|
An associate has the opportunity to disclose confidential information to someone
outside the Company;
|
-4-
|
An associate has the opportunity to buy or sell Hillenbrand, Inc. stock or stock of
a customer or supplier based on information not known to others;
|
|
If the facts were published on the front page of the newspaper in connection with
your name, you would be embarrassed;
|
|
A decision is emotionally difficult or involves a conflict between two positive
values; or
|
|
The reason for a decision is based on an answer like: I deserve this; Everyone
does it; It is no big deal; No one will find out; No one cares; It is not my
responsibility; or The Company wants me to do this.
|
|
Am I adhering to the spirit and overall values, as well as the letter, of any
applicable law or Company policy?
|
|
Would I want my actions reported on the front page of a newspaper?
|
|
What would my family, friends, neighbors and co-workers think of my actions?
|
|
What would I advise my child to do?
|
|
Would I be comfortable testifying about my decision under oath?
|
|
Will there be any direct or indirect potential negative consequences to the Company?
|
|
Would I be comfortable describing my decision at an all-associate meeting?
|
-5-
1. |
Interest of Associate.
When an associate, a member of the associates family or a
company, organization or trust in which the associate is involved, has a significant
direct or indirect financial interest in, or obligation to, an actual or potential
competitor, supplier or customer of the Company;
|
2. |
Interest of Relative.
When an associate conducts business on behalf of the Company
with a supplier or customer of which a relative by blood or marriage is a principal,
partner, shareholder, officer, employee or representative;
|
3. |
Gifts.
When an associate, a member of the employees household, a company,
organization or trust in which the employee is involved, or any other person or entity
designated by the employee, accepts gifts, credits, payments, services or anything else
of more than token or nominal value from an actual or potential competitor, supplier or
customer; and
|
4. |
Misuse of Information.
When an employee misuses information obtained in the course
of employment.
|
-6-
-7-
1. |
John is a Company associate with responsibility for sales of certain of the
Companys products. Johns sister-in-law has just been employed in a senior position
with a customer to which John regularly sells the Companys products. Which of the
following would be Johns best course of action with respect to this customer?
|
A. |
Continue selling products to this customer, but be sure that the
price and other terms of the sales are fair and comparable to terms offered
to other customers.
|
B. |
Immediately discontinue sales to this customer and notify the
customer that the Company will no longer be able to conduct business with the
customer.
|
C. |
Notify a member of the Companys Ethics Committee of this potential
conflict of interest and ask for guidance on dealing with this customer.
|
D. |
Try to make his sister-in-law look good in her new job by selling
the Companys products to her new employer at a steep discount.
|
-8-
2. |
A potential software supplier asks Sue if she would participate in a consumer
survey sponsored by the supplier and being performed by a third party consultant to the
supplier. Sue agrees because she thinks it would take about 15 minutes, but she ends
up on the phone with the person performing the survey for about one hour. A few hours
after concluding the survey she receives a message from the person who performed the
survey saying that to show appreciation for the time Sue spent, they would make a $200
contribution to the charity of her choice.
|
A. |
Tell the person the name of the charity to whom the contribution
should be made.
|
B. |
Politely decline the offer of the donation.
|
C. |
Tell the person the name of the charity and mention that the
donation should be more than $200 because Sue spent an hour of her time
completing the survey.
|
3. |
Tim is a Company associate with responsibility for purchasing materials used in the
manufacture of Company products. One of the Companys suppliers offers Tim an
expensive gold watch if Tim agrees to award him a significant contract to supply his
product to the Company. Which of the following would be Tims best course of action
with respect to this proposal?
|
A. |
Accept this proposal. Tim was considering awarding the contract to
this supplier anyway, and he could use a new watch.
|
B. |
Decline the proposal and report it to the Companys Ethics
Committee before making any decision on awarding the contract.
|
C. |
Decline the watch, but award the contract to this supplier.
|
D. |
Hold out for a better gift because Tim figures this contract is
probably worth a new car.
|
-9-
4. |
Same facts as in question 3 above, but instead of asking for Tims agreement to
award him the contract, the supplier offers Tim the watch just to say thanks for the
business Tim has given him in the past. Tim should:
|
A. |
Thank the supplier for the gift, but tell him that Company policies
require that Tim decline it.
|
B. |
Accept the gift. Since Tim isnt giving the supplier anything in
return, theres no harm in taking it.
|
5. |
You have recently decided to start your own business, and you intend to operate
that business while continuing to work as a Company associate. Which of the following
would be permissible under the Code?
|
A. |
You own and operate a business that in no way competes with the
Company. You do not use Company resources for conduct of the business, and
you conduct the business entirely on your own time and in a manner that does
not in any way impair your ability to discharge your duties as a Company
associate.
|
B. |
You own and operate a business that in no way competes with the
Company. You spend some of your time while at work at the Company tending to
your business, and you use Company computers, telephones and other office
equipment and supplies to conduct your business.
|
C. |
You own and operate a business that competes directly with the
Company, but you conduct the business entirely on your own time and in a
manner that does not in any way impair your ability to discharge your duties
as a Company associate.
|
D. |
You own and operate a business that competes directly with the
Company. You spend substantially all of your time while at work at the Company
tending to your business, you seize every opportunity to use Company
resources for your business and you fraudulently submit expenses associated
with your business to the Company for reimbursement.
|
-10-
6. |
Someone you know is forming a company that will be a competitor of the Company and
offers you the opportunity to invest in the competitor and otherwise participate in the
business of the competitor. Under the Code, you may:
|
A. |
Purchase a controlling interest in the competitor.
|
B. |
Purchase a small minority interest in the competitor.
|
C. |
Serve on the board of directors of the competitor.
|
D. |
Enter into a consulting agreement with the competitor pursuant to
which you are paid to consult with the competitor on matters relating to its
business.
|
E. |
Give your acquaintance free advice on how to operate the business.
|
F. |
None of the above.
|
-11-
7. |
You are asked by the Company to identify potential locations for a new
manufacturing facility and to recommend one or more locations to senior management.
You find two available properties that would be ideal for the new facility. However,
one of the properties would also be an ideal spot for a new shopping mall, and you have
recently invested in a group that plans to develop a shopping mall. Which of the
following is an appropriate course of action?
|
A. |
Present only one site to Company management and present the other
to your investment group. You thought the two properties were equally good
for the Company, so the Company doesnt lose out if you dont present to it
both options.
|
B. |
Present both options to the Company, and allow your investment
group to pursue the property for its shopping mall only if the Company has
made the determination not to pursue the property.
|
C. |
Acquire both properties for yourself and try to sell them to the
Company at an inflated price.
|
-12-
8. |
You and your co-worker, Steve, take a break one afternoon to go get a coffee at the
local Starbucks. While standing in line to order your coffee, Steve starts discussing
(rather loudly) the Companys plans to purchase another business. (Steve learned of
this acquisition while eavesdropping in the break room.) Although you, too, have heard
about this acquisition, you are also aware of the Companys policy regarding
confidential information. How should you respond to Steves comments?
|
A. |
Share with Steve what you have heard.
|
B. |
Turn to the person behind you in line (who happens to be the
President of a competitor) and say can you believe the news?
|
C. |
Ignore Steves comment.
|
D. |
Discretely remind Steve that the acquisition is confidential
information about the Company and should not be discussed in public.
|
9. |
Upon returning to work, Steve wants to continue the conversation about the
acquisition in the hallway between your two offices. Can you now discuss the matter
openly because you are on the Companys premises?
|
A. |
Yes it is acceptable to discuss the acquisition among the
Companys employees.
|
B. |
No you and Steve should not discuss the matter any further.
|
-13-
C. |
No you and Steve should only discuss the acquisition in the
privacy of one of your offices.
|
D. |
Yes it is likely that all the Companys employees are aware of
the acquisition because both you and Steve knew.
|
10. |
You are working late one night finalizing some financial documents which include
details about the Companys financial condition. As it approaches 11:00 p.m., you
decide to stop working and go home. Because you are tired, you question whether you
should leave your computer on so that you can resume working as soon as you return to
work in the morning. As far as you can tell, no one is around except the cleaning
crew, and no one would bother looking at your computer anyway. What should you do?
|
A. |
Shut down your computer to ensure that no one will be able to gain
access to the financial statements.
|
B. |
Leave your computer on, but turn off your monitor so that anyone
who comes to your office will think your computer is turned off.
|
C. |
Leave your computer and monitor on youll be in early.
|
D. |
Shut down the computer, and take the documents home to review them.
|
11. |
You have heard around the office that your supervisor, Mary, and one of your
co-workers, Bill, are involved in a romantic relationship. Many of your co-workers
within your group are discussing the relationship because Bill and Mary made their
relationship very obvious at a recent company golf tournament. You are aware that the
Company has a policy prohibiting relationships between a supervisor and his/her
subordinate. Your office is just outside the door of the Human Resources Manager, and
Mary and Bill have both been in the Managers office today, along with some of your
peers who attended the golf tournament. You overhear bits of the conversation, and you
begin to suspect that the Company is conducting an investigation into the relationship.
Because of your proximity to Human Resources, people begin asking you what is taking
place. How should you respond?
|
A. |
Tell them everything you have seen and heard. Its no secret who
has been in the Human Resources Managers office.
|
B. |
Tell them you are not sure, and have not been paying attention
because it is not your business.
|
-14-
C. |
Speculate that the Company is conducting a sexual harassment
investigation, and Mary will probably be disciplined for violating the
Companys policy.
|
D. |
Tell them that no one should be discussing the matter because it is
confidential.
|
12. |
Although you have enjoyed a prosperous career with the Company, you have been made
an offer you cannot refuse by one of the Companys competitors. You will be performing
the same job duties as you were at the Company (sales). Although the prospective
employer has not requested any information regarding the Companys clients, you suspect
that providing the customer information would help you get off to a great start with
your new employer. To this end, you decide to take with you the information regarding
the clients with whom you have a relationship, including their names, addresses,
purchase history and each customers contact person. You figure that this information
is partially yours anyway, since you have maintained the relationship for years. Any
problem?
|
A. |
No these are your customers and you are entitled to keep up the
relationship, no matter where you work.
|
B. |
No if the customers were important to the Company, the Company
would have matched the new companys offer to invite you to stay.
|
C. |
Yes customer lists may be considered the confidential information
of the Company.
|
D. |
Yes the Company may seek an injunction to keep you from taking or
using the customer information.
|
-15-
13. |
You are an employee in the Companys information services department. In your
free time at work, you have been creating a software program that has enabled you to
create and maintain a database of all the Companys vendors. Although you understand
that the information within the database belongs to the Company, you consider the
software program that you developed to be your property. You are considering leaving
the Company, and plan on taking it with you to use at your next job. Who knows, you
may be compensated for it. Are you allowed to do this?
|
A. |
Yes you created the program; therefore, it is yours.
|
B. |
Yes you never signed any agreement with the Company about
inventions.
|
C. |
No you created the software while at work using the Companys
property.
|
D. |
No but no one will ever know.
|
14. |
You have just joined the Company as a sales person. Previously, you worked with
the Companys top competitor in the region. You decide that a friend of yours who is
still employed with the competitor would be a great addition to the Company. Moreover,
you believe that bringing your friend to the Company as an employee would impress your
new boss, because your friend has an impressive sales record. However, you are bound by
a two-year covenant prohibiting you from soliciting the competitors employees (a
clause contained in your employment agreement with the competitor). Should you contact
your friend about the job?
|
A. |
Yes the Company needs new sales people.
|
B. |
No contacting your friend about joining you at the Company would
be a breach of your employment agreement.
|
C. |
Yes your former employer will never know how your friend learned
about the job.
|
D. |
No you dont want to risk getting your new employer in trouble.
|
-16-
15. |
The Company sends you to Home Depot to purchase (with your managers Company credit
card) an emergency item needed in the warehouse. You find what you need, and while
standing in line for the register, you see a tape measure. Your spouse has been
nagging you to pick one up the next time you go to a hardware store. You question
whether you should buy it and charge it to the Companys credit card in order to avoid
holding up the line. What should you do?
|
A. |
Buy it the Company should compensate you for going to Home Depot
anyway.
|
B. |
Buy it its only $5. No one will ever notice.
|
C. |
Dont buy it with the Company credit card the purchase is
unauthorized.
|
D. |
Buy it but pay for it with your own money.
|
|
Deliberately misleading messages, omissions of important facts or false claims about
competitors products or services are not acceptable.
|
|
Be accurate and truthful in all dealings with customers and be careful not to
misrepresent the quality, features, or availability of our products or services.
|
|
Do not interfere with an agreement made between a potential customer and a supplier
competing with us.
|
|
Never engage in industrial spying or commercial bribery.
|
-17-
16. |
Josh is a Company associate with responsibility for sales of the Companys
products. A customer contacts him to place an order for products. The customer
indicates that it must have the products by a specified date and that the customer will
look at other options for the products if the Company cannot deliver the products by
the specified date. Josh knows, based on orders already in place from other customers
and production lead times, that the Company will not be able to provide all of the
requested products by the specified date. Which of the following would be a
permissible course of action with respect to this order?
|
A. |
Furtively attempt to pull strings within the Company to redirect
products intended for another customer to this customer.
|
B. |
Tell the customer that the Company can fill the order on time.
Because Josh knows that by the time the customer discovers that the products
wont be delivered on time, it will be too late for the customer to get the
products from a competitor. Josh thinks he will be able to blame the delay
on unforeseen circumstances and smooth things over with the customer.
|
C. |
Tell the customer that his request is totally unreasonable and
absurd.
|
D. |
Explain to the customer that, although the Company always uses its
best efforts to meet its customers requirements, the Company cannot have the
quantity of products available by the specified date. Attempt to identify
alternatives that will satisfy the customers needs.
|
17. |
Josh recently learned that a customer has placed with a competitor an order that
Josh had hoped to receive. Josh should:
|
A. |
Call the customer and tell her that she will regret the decision to
place the order with the competitor because the competitors products are of
poor quality.
|
B. |
Attempt to persuade the customer to breach its contract with the
competitor.
|
C. |
Take appropriate steps to maintain the Companys relationship with
the customer so that the Company will be considered for future orders by the
customer.
|
-18-
18. |
An acquaintance of yours recently left a position at a competitor of the Company.
The acquaintance contacts you and offers to share with you sensitive information
concerning the competitor. You should:
|
A. |
Allow the acquaintance to share the information with you and use
the information to the Companys advantage.
|
B. |
Allow the acquaintance to share the information with you, with the
thought that you are merely curious about the competitors practices but
dont intend to use the information to the Companys advantage.
|
C. |
Tell the acquaintance that you are not interested in the
information.
|
D. |
Set up a meeting with the acquaintance and all potentially relevant
Company associates so that the Company can maximize the benefits of the
acquaintances willingness to share information.
|
19. |
A position senior to yours has opened up at the Company, and you believe that you
and another Company associate are the most likely candidates to fill the position. You
may:
|
A. |
Spread rumors concerning the other associates qualifications for
the position and/or interest in filling the position.
|
B. |
Try to dig up dirt on the other associate.
|
C. |
Express your interest in the position to those responsible for
deciding to whom the position should be offered and explain your
qualifications to those persons.
|
D. |
Offers items of value or favors to the persons responsible for
deciding to whom the position should be offered.
|
-19-
20. |
You learn potentially embarrassing but purely personal information about an
employee of a customer, supplier or competitor or another Company associate. You
should:
|
A. |
Keep the information to yourself.
|
B. |
Send out an email containing the information to a large group of
Company associates.
|
C. |
Share the information with a few of your closest friends at the
Company.
|
D. |
Threaten the individual with disclosure of the information if the
individual does not act in a way that is advantageous to you or to the
Company.
|
-20-
|
Do not discuss prices, terms and conditions of sale, discounts, credit terms or
similar subjects with your competitors.
|
|
Do not participate in benchmarking or statistical reporting of competitive
information among competitors without clearance from legal counsel.
|
|
Do not signal competitors regarding pricing strategies and do not use customers or
other third parties to send the message about how the industry should behave.
|
|
Do not agree with a competitor to stay out of each others markets or to stay away
from each others customers.
|
|
Do not discuss current or future output, costs, marketing strategies or other
competitively sensitive information with competitors.
|
|
Do not price below cost without consulting legal counsel.
|
|
Do not coerce customers or others into setting specific prices.
|
|
Do not tie (that is, condition) the sale of one product to another.
|
|
Do not reach agreements with dealers or customers to take any action vis-à-vis
another dealer or customer.
|
|
Do not agree with competitors not to deal with, buy from or sell to a customer or
supplier.
|
-21-
|
Do not leave open-ended or unsolicited offers from competitors to join a conspiracy
hanging in the air.
The standards for conspiracy to violate the antitrust laws are
extremely broad and conspiracies have been found even where competitors never met or
exchanged words. It is a mistake to think that the prohibited types of agreements
identified above must be either formal or conspiratorial. The unlawful agreement may
often be no more than an informal understanding reached at a seemingly innocent
occasion like a trade association meeting or on the golf course, or simply an
understanding based on the sharing of competitive information that naturally tends to
produce uniform action. Since there is often no written evidence or testimony that
clearly establishes that there was an unlawful agreement, proof of such an agreement
usually depends on circumstantial evidence conversations, memoranda, or the exchange
of competitive information which seems to suggest that there may have been an unlawful
understanding about prices, production, customers, sales, territories, or the like. If
discussion of prohibited subjects should arise in a meeting where competitors are
present, you should clearly disassociate yourself from the conversation and leave the
meeting so that other participants present will remember that you left the meeting and
your reason for leaving. Simply walking away from an improper conversation about
price, market allocation or bid rigging is not sufficient. You must document this
conversation and consult with legal counsel.
|
|
Avoid informal contact with competitors to the extent possible.
Trade associations
are a frequent source of antitrust complaints. Accordingly, membership and
participation in trade associations should be carefully and regularly monitored to make
sure that they serve a valuable business purpose and that their benefits are not
outweighed by the antitrust risks. Because trade associations are meeting places for
competitors, typically the associations articles and by-laws carefully set forth the
scope and activities of the association in language that, if followed, is above
reproach. However, any forum where competitors meet can become a vehicle for potential
antitrust concern. Small local group meetings are perhaps more dangerous than larger
more formal groups, as generally their activities are not monitored and the minutes of
their meeting, if any, are often incomplete. Even more dangerous are rump sessions
following the more formal proceedings where competitors get together over drinks and
discuss company business. References to such meetings in expense reports can be
troublesome because as time elapses, memories dim and, as we have seen in various
industry-wide antitrust investigations and litigations, a witness when questioned about
such informal gatherings is often faced with saying that he has no recollection of the
subjects discussed. This can be awkward, particularly where there are many such
incidents. The best advice is to avoid to the extent possible such informal contact
with competitors. Any price change or uniform activity among competitors that occurs
shortly after such a meeting becomes very suspect.
|
|
If participation in a meeting with competitors serves a valuable and legitimate
business purpose not outweighed by the antitrust risk, formal procedures, including the
circulation of agendas prior to the meetings and the memorialization of detailed
minutes of the proceedings, should be followed at all meetings.
There should be
someone present at all association meetings, such as counsel, or a chairman, who will
indicate when the topic under discussion creates a possible risk of antitrust exposure and who will make certain that further discussion of
such topic is dropped.
|
-22-
21. |
At the recent convention, Barbara (a Company associate) runs into Alan from a
competing company (Competitor). Alan starts by complaining how tough business has
been lately, then mentions pending RFPs from two potential customers (Customer A and
Customer B). He says: We are really focusing on Customer A. You know they have been
our biggest customer for years. I dont know what well do about Customer B, if
anything. Barbara is surprised and walks away without responding. Back in her office
a few days later, Barbara is reviewing the financial projections in light of the
Companys new focus on margins rather than share. She decides to bid to Customer B but
not Customer A, and notifies her sales team. Customer A complains to the Justice
Department, which charges both companies and individuals with price-fixing. How do you
vote: Guilty or Not Guilty?
|
A. |
Responded to Alan.
|
B. |
Documented her reasons for declining the business.
|
C. |
Contacted the legal department.
|
-23-
-24-
-25-
22. |
You overhear a conversation in the lunchroom in which a Company associate remarks
that Hillenbrands earnings for the quarter that is about to end probably will fall
below the earnings guidance that Hillenbrand has previously made public. Hillenbrand
has not made a public announcement of the expected earnings shortfall. Which of the
following is true?
|
A. |
You may trade in Hillenbrand stock. Information concerning
earnings is not material.
|
B. |
You are prohibited from trading Hillenbrand stock.
|
C. |
You may trade in Hillenbrand stock. Because you didnt acquire the
information while acting in your official capacity at the Company, you arent
prohibited from using the information to trade.
|
D. |
You may trade in Hillenbrand stock as long as you buy or sell fewer
than 100 shares.
|
-26-
23. |
On the day you were planning to buy some Hillenbrand stock, you learn for the first
time of a positive development relating to one of Hillenbrands businesses. You arent
sure whether the development is material information or whether the development has
been publicly announced. You should:
|
A. |
Consult with in-house legal counsel at Hillenbrand before buying.
|
B. |
Assume that it is safe to buy Hillenbrand shares, because if the
development were material Hillenbrand would already have issued a press
release announcing the development.
|
C. |
Tell your broker about the development and ask his opinion
regarding whether it is okay for you to buy.
|
D. |
Buy options for Hillenbrand stock, because trading in options is
not subject to insider trading laws or the Companys trading policy.
|
E. |
Go ahead and trade, and keep your fingers crossed that the
development didnt constitute material nonpublic information.
|
24. |
Jane is having dinner with some friends and discussing her job at the Company. She
wants to tell her friends about the exciting transaction she has been working on, which
is a significant potential acquisition of another company by Hillenbrand or one of its
operating companies. A final agreement with the other company for the acquisition has
not been reached yet, and no public announcement of the transaction has been made. May
Jane tell her friends about this transaction?
|
A. |
Yes. Because no agreement has been reached with the other company,
the potential transaction is not material nonpublic information.
|
B. |
No.
|
C. |
Yes, as long as she tells her friends not to trade in Hillenbrand
stock.
|
D. |
Yes. It would be okay for Janes friends to trade in Hillenbrand
stock because they are not employees of Hillenbrand or one of its operating
companies.
|
-27-
25. |
Same scenario as in 3 above, but Jane is having dinner with her parents rather than
with her friends. May Jane tell her parents about the transaction?
|
A. |
Yes. Because no agreement has been reached with the other company,
the potential transaction is not material nonpublic information.
|
B. |
No.
|
C. |
Yes, as long as she tells her parents not to trade in Hillenbrand
stock.
|
D. |
Yes. It would be okay for Janes parents to trade in Hillenbrand
stock because they are not employees of Hillenbrand or one of its operating
companies.
|
Answer: B
is still the correct answer. It does not matter that Jane would be disclosing
information to her parents rather than her friends.
|
26. |
Jane receives a telephone call from a person who identifies herself as a securities
analyst who covers Hillenbrand stock. She asks Jane how things are going at the
Company and whether there are any interesting developments at the Company. Jane
should:
|
A. |
Speak freely and openly to the analyst. Analysts need to know
whats going on with the companies they cover in order to do their jobs well.
|
B. |
Decline to speak to the analyst about the Company and refer her to
the Companys Investor Relations department.
|
C. |
Talk to the analyst, but only about things that Jane thinks do not
constitute material nonpublic information.
|
D. |
Tell the analyst shell share some good information with her, but
only if she gives Jane a good stock tip.
|
-28-
27. |
The representative from the third district of Oregon, Congressman Jones, asks for
the Company to provide a political contribution to his re-election campaign in the form
of a $1,000 cash payment. Can the Company honor this request by drafting a check in
that amount from the Companys general funds and transmitting it to the Congressmans
official political action committee designated to receive such contributions?
|
A. |
Yes, because the dollar amount does not exceed the $5,000
limitation on PAC contributions in a given year.
|
B. |
Yes, because the Congressman represents a district in which the
Company is not doing business under applicable State laws.
|
C. |
Maybe, because while lawful under federal law, the contribution may
violate applicable statutes in the State of Oregon.
|
D. |
No, because contributions from the Companys treasury are
expressively prohibited under applicable federal law. Contributions to a
federal campaign can only be made from a special, designated fund drawn from individual
contributions.
|
E. |
It completely depends on Congressman Jones voting record in the
last cycle.
|
Answer: D
is the correct answer.
|
-29-
28. |
Assume the Company establishes a political action committee, or PAC, properly
registered with the Federal Elections Commission, and that the PAC is in compliance
with regulatory standards. May all of the members of the Board of Directors of the
Company make contributions to the PAC?
|
A. |
No, because one of the Board members may be a citizen of Sweden.
The PAC administrator would first need to make sure that, by the time the
contribution is made, the member was lawfully admitted for permanent
residence in the United States.
|
B. |
Yes, assuming that the PAC contribution will not result in any of
these individual contributors exceeding their personal aggregate annual
limitation on federal contributions of $25,000.
|
C. |
Yes, assuming that no individual contributes more than $5,000 to
the PAC during any one electoral cycle.
|
D. |
No, because members of the Board of Directors are not part of the
eligible class of contributors to the Companys PAC.
|
E. |
Only Directors with stock ownership may contribute to the Companys
PAC.
|
29. |
It is well into the future and, having exhausted all other options, the Republican
National Committee has somehow chosen Louisville, KY as the site for its national
convention. Given the proximity to its headquarters, the Company has decided to become
a major sponsor of the convention, and has made this fact plainly known. A Republican
Senator, who is up for re-election but is not running for President, asks to be flown
in the corporate jet (or driven in the corporate bus, if you prefer) to Louisville.
Can the Company provide this service?
|
A. |
No, because the jet is owned by the Company, and therefore its use
would be an in-kind contribution of corporate monies.
|
B. |
Yes, but only if the Senators campaign reimburses the Company in
an amount equal to the price of a first-class ticket to Louisville.
|
C. |
Yes, because the convention is a national event not directly
related to the re-election of the Senator.
|
D. |
No, because the provision of air flight services could be construed
as a violation of applicable bribery laws.
|
E. |
Yes, but only if the Company offers similar service to any
Republican primary opponents that the Senator may have.
|
-30-
30. |
The Company has established a PAC, and now its time to fill the PAC coffers with
political contributions for distribution to needy elected officials. For his part, the
CEO has decided to contribute the maximum to the PAC $5,000 for the year. Can he
send frequent letters to all employees, noting that the kind of good citizenship he
has displayed in his contribution is the kind of good citizenship the Company likes
to see in anyone advancing to the Companys executive ranks, and assuring employees
that they will be made whole if they contribute?
|
A. |
No, because contributing to the corporate PAC cannot be a basis for
advancement in employment, even impliedly.
|
B. |
No, because the Company may not solicit all employees for
contributions to the PAC, only members of the PACs restricted class of
stockholders, administrative and executive personnel. An expanded class
can only be contacted twice-yearly.
|
C. |
No, because federal law prohibits rebating PAC contributions in the
form of bonuses or other forms of financial remuneration.
|
D. |
Yes, because he is the CEO.
|
E. |
A, B, and C.
|
31. |
Several employees of the Company wish to volunteer their time for canvassing for a
candidate for Congress in a district in which the Company owns and operates facilities.
The employees, together with non-employee campaign officials, meet each Friday at the
end of the day for 10 minutes in the Companys parking lot. From there, they divide up
the signs, campaign literature, addresses, and set out on their adventures in
participatory democracy. Can the Company allow this to occur?
|
A. |
No, because the use of corporate property in this manner
constitutes an in-kind contribution of the Companys assets.
|
B. |
No, unless the campaign is willing to compensate the Company for
the time and the use of the property.
|
C. |
Such employee participation is only allowable if the senior
executives order the employees to so participate.
|
D. |
Yes, because employees can always volunteer their time, and the
property use is only incidental.
|
E. |
No
,
because employee participation constitutes de facto
endorsement by the Company, an act prohibited by law for a publicly-traded Company.
|
-31-
|
To respect each associate as an individual and to be courteous, considerate, and fair to
each associate in order that personal dignity may be maintained;
|
|
To treat each associate, applicant, supplier or business associate without
discrimination with regard to race, color, sex, age, religion, national origin, ethnicity,
disability, veteran status, or any other characteristics as established by law with respect
to all opportunities, terms, conditions, and privileges of employment;
|
|
To provide all employees with a work environment free from harassment of any kind,
including harassment of a sexual, racial, ethnic or religious nature or on the basis of
ones age or disability;
|
|
To encourage associates to voice their opinions freely about the policies and practices
of the Company, and to provide an orderly system by which employees will be given
consideration of any job or personal problem which they may have;
|
|
To provide and maintain safe, clean and orderly work facilities and areas;
|
|
To offer competitive standards of pay and benefits; and
|
|
To operate in compliance with all applicable federal, state and local laws governing the
Companys relationship with its associates.
|
-32-
32. |
Abby works in a manufacturing facility of the Company. There is an opportunity to
improve manufacturing time if a change in the finishing process is implemented.
However, this new process will result in a new waste product. Abby is not familiar
with disposal guidelines or environmental regulation of discharge of this new waste
product into the waste water. Abby is keen to implement the change to the
manufacturing process at the earliest time. Abby should:
|
A. |
Proceed to implement the new process at the earliest because
productivity is a high priority.
|
B. |
Assume that disposal is not a problem, because if it was the
company that recommended the process would have included that information.
|
-33-
C. |
Seek clarification from the legal department before implementing
the new process.
|
D. |
Focus on modernization and productivity and let legal issues sort
themselves out later.
|
33. |
You are responsible for preparing reports of emission monitoring data. You were
out sick for three days, and as soon as you return to work you realize a report you
regularly file with the EPA is due by the end of the day. You dont want to miss the
deadline, but you dont have time to complete the reports for the three days you were
out. You decide to omit the data for those three days. You are:
|
A. |
Right because this data is gathered voluntarily and in greater
detail than required by the EPA.
|
B. |
Wrong because failing to report data accurately and completely can
have significant negative repercussions for the Company.
|
C. |
Right because only three days data is missing, all the other data
is included.
|
D. |
Wrong because failing to report data accurately and completely can
have significant negative repercussions for the Company. You should consult
the legal department about the possible delay in filing and solve the issue
of late filing.
|
-34-
34. |
Ben has just returned from an industry conference and is eager to change the
operations involved in one of the Companys most expensive and time consuming
manufacturing procedures. This change will not result in any noticeable change in the
product, however Ben does not know if it will cause any change in air emissions. Ben
does not want to waste any time on regulatory approval and wants to put the new
procedure in place without any delay. What should Ben do?
|
A. |
Ben should proceed with the change because it will most likely not
be noticed and thus there is no need to bother with regulatory approval by
the EPA.
|
B. |
Ben should consult with the legal department to ensure that this
change will not put the Company in non-compliance, and take appropriate
measures to avoid non-compliance.
|
C. |
Ben should proceed because time is money and any time spent getting
regulatory approval or studying the effect of the process on regulatory
compliance is money wasted.
|
35. |
Joe and Sam have been at the Company for fifteen years. Gary is a new associate
who insists on following the safety protocols to the letter. Joe and Sam are amused
because they know that there is no need to be so particular, because they know that
these protocols were written by persons who have no experience doing what Joe and Sam
do. What should Gary do?
|
A. |
He should do as Joe and Sam do, because they have been on the job
for so long, they know better than the authors of the safety manual.
|
B. |
He should notify a senior supervisor and the Ethics Committee of
the Company.
|
C. |
He should be macho like Joe and Sam.
|
D. |
He should follow Joe and Sams lead, because his supervisor would
probably just laugh at him.
|
-35-
-36-
36. |
The President establishes a federal commission of inquiry regarding practices in
one of the Companys industries. The President announces his intention to nominate a
noted university professor to this commission. The professor has a background in the
industry, and her university maintains a Center for Responsible Action relating to the
industry in question. The Company has frequently donated to this Center, and decides
to do so again after it is known that the professor has been nominated, but before she
has accepted her new role as commissioner. Could the bribery statute apply?
|
A. |
No, because the professor has not yet assumed her public office.
|
B. |
No, because the commission of inquiry has no regulatory
authority, and the professor is neither an elected official nor an employee
of a government regulatory agency.
|
C. |
No, because the gift is not to the professor herself.
|
D. |
Yes, if there is additional evidence that the Company intended the
professor to overlook acts committed by the Company as a result of the
gift.
|
E. |
No, because academics are always above reproach.
|
37. |
The Company employs a business consultant in order to facilitate sales of
products in South and Central America. In one particular nation, the consultant
reports that a government minister requires roundtrip tickets to the United States for
the minister and his family. The minister states that he must ask for this in case I
wish to inspect the Companys production facilities. The minister tells the Companys
consultant that he simply will not approve the importation of the Companys goods until
such tickets are provided. Can the Company provide the tickets?
|
A. |
No, because the Foreign Corrupt Practices Act prohibits paying
money or anything of value in order to obtain or retain business.
|
B. |
Yes, but only if the consultant provides the tickets, and the
Company does not.
|
-37-
C. |
No, because the rationale offered by the minister is not
sufficiently related to routine governmental actions, such as licensing or
processing documents.
|
D. |
Yes, because FCPA is only meant to cover monetary bribes disguised
as fees.
|
E. |
A and C.
|
38. |
The Company is attending a trade show in a foreign nation. The trade show director
is the brother-in-law of the prime minister, and has no experience with either trade
shows or the Companys products to be displayed at the show. Nevertheless, citing a
purported regulation issued by his brother-in-law, the trade show director demands that
the Company pay him a cash fee to see and evaluate a demonstration of the product
before the Company can have access to the trade show. Further, it will be practically
impossible to access the nations market without access to the trade show. If the
Company agrees, has it violated FCPA?
|
A. |
Yes.
|
B. |
Not if the US government fails to prove that local law or product
demonstration were actually at issue.
|
C. |
No, because participation in the trade show is not the same thing
as obtaining actual business.
|
D. |
Not if the Company can prove the payment was made as part of
demonstrating a product, or not if the Company can prove the payment was
lawful under the written laws of the foreign country.
|
E. |
No, because the Company deliberately avoided asking too many
questions about established pattern and practice.
|
39. |
The Company seeks to provide certain products to a buyer based in the Middle East.
The buyer provides a standard purchase order which requires the Company to provide
information on any business contacts the Company has with the State of Israel. Does
doing so violate the Export Administration Act and the Tax Reform Act of 1976?
|
A. |
No, because these statutes are only violated if the Company agrees
to participate in an actual boycott as a precondition of doing business.
|
B. |
Yes.
|
C. |
No, because a Company is always able to simply provide information,
particularly given constitutional protections.
|
-38-
D. |
No, because the statutes only apply if letters of credit are
conditioned on boycott compliance.
|
E. |
Not if the purchase order is between the buyer and a foreign
affiliate of the Company.
|
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
|
|
Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and
|
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements.
|
-39-
|
Transactions are executed in accordance with managements general and specific
authorization;
|
|
Transactions are recorded as necessary (a) to permit preparation of financial
statements in conformity with generally accepted accounting principles or any other
criteria applicable to such statements, and (b) to maintain accountability of assets;
|
|
Access to Company assets and funds is permitted only in accordance with managements
general or specific authorization;
|
|
The accounts recorded on the Companys balance sheet are reconciled to the
underlying accounting detail at reasonable intervals and, where appropriate, compared
to the physical assets. Appropriate actions are taken with respect to significant
differences.
|
|
The Companys policy prohibits the existence or creation of any undisclosed, secret
or unrecorded funds, assets or liabilities.
|
|
No payment on behalf of the Company will be approved or made with the intention or
understanding that any part of the payment is to be used for purposes other than
described by the documents supporting the payment.
|
|
No false or fictitious entries will be made in the financial statements or
underlying financial records and no employee shall engage in any arrangement that
results in such an act.
|
|
The Companys policies prohibit the use of Company assets or funds for purposes
other than specifically authorized by management.
|
-40-
|
All associates are forbidden to use, authorize, or condone the use of off the
books bookkeeping, secret accounts, unrecorded bank accounts, slush funds, falsified
books, or any other device that could be utilized to distort accounts, records, or
reports of the Company.
|
|
Any false, fictitious, or misleading accounting entry made to conceal or disguise
any unlawful or questionable payment described in these standards is prohibited. A
false, fictitious, or misleading accounting entry is one that is not posted to the
proper account.
|
|
Over billing practices in international transactions which are designed and used
unlawfully to transfer assets from one country to another are prohibited.
|
-41-
-42-
/s/ PricewaterhouseCoopers LLP
|
||
|
||
November 23, 2010
|
1. |
I have reviewed this Annual Report on Form 10-K of Hillenbrand, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
periods covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
|
c) |
evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
|
d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
|
|
b) |
any fraud, whether or not material, that involves management or other employees who have a
significant role in
the registrants internal control over financial reporting.
|
/s/ Kenneth A. Camp
|
||
|
||
President and Chief Executive Officer
|
1. |
I have reviewed this Annual Report on Form 10-K of Hillenbrand, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
periods covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
|
|
a) |
designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
|
|
b) |
designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
|
|
c) |
evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
|
d) |
disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal
control over financial reporting; and
|
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
|
|
b) |
any fraud, whether or not material, that involves management or other employees who have a
significant role in
the registrants internal control over financial reporting.
|
/s/ Cynthia L. Lucchese
|
||
|
||
Senior Vice President and Chief Financial Officer
|
(1) |
The Report fully complies with the
requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
|
||
(2) |
The information contained in the Report
fairly presents, in all material
respects, the financial condition and
results of operations of the Company.
|
/s/ Kenneth A. Camp
|
||
|
||
President and Chief Executive Officer
|
||
November 23, 2010
|
(1) |
The Report fully complies with
the requirements of section 13(a)
or 15(d) of the Securities
Exchange Act of 1934; and
|
||
(2) |
The information contained in the
Report fairly presents, in all
material respects, the financial
condition and results of
operations of the Company.
|
/s/ Cynthia L. Lucchese
|
||
|
||
Senior Vice President and Chief Financial Officer
|
||
November 23, 2010
|