Exhibit 10.1

SUPERIOR UNIFORM GROUP, INC.

DEFERRED COMPENSATION PLAN

Effective August 1, 2013  

SUPERIOR UNIFORM GROUP, INC.

DEFERRED COMPENSATION PLAN

Superior Uniform Group, Inc. a Florida corporation (the "Employer") hereby establishes the Superior Uniform Group, Inc. Deferred Compensation Plan (the "Plan”) on the terms and conditions set forth below.

This Deferred Compensation Plan is designed to provide specified deferred compensation benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of Superior Uniform Group, Inc., a Florida corporation, and its subsidiaries, if any, that sponsor this Plan.

The Plan consists of an unfunded supplemental executive retirement plan which is maintained primarily for the purpose of providing deferred compensation for a select group of management and highly compensated employees, as described in sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  

TABLE OF CONTENTS  

 

ARTICLE 1		Definitions	1
ARTICLE 2		Selection, Enrollment, Eligibility	6
2.1	Selection by Committee		6
2.2	Enrollment Requirements		6
2.3	Eligibility; Commencement of Participation		6
2.4	Termination of Participation and/or Deferrals		7
ARTICLE 3		Deferral Commitments/Company Matching/Crediting/Taxes	7
3.1	Minimum Deferrals		7
3.2	Maximum Deferral		7
3.3	Election to Defer; Effect of Election Form		8
3.4	Withholding of Annual Deferral Amounts		8
3.5	Annual Company Matching Amount		8
3.6	Company Non-elective Contributions		8
3.7	Investment of Trust Assets		9
3.8	Vesting		9
3.9	Crediting/Debiting of Account Balances		10
3.1	FICA and Other Taxes		11
3.11	Distributions		12
ARTICLE 4		Interim Distributions: Unforeseeable Financial Emergencies; Withdrawal Election	2
4.1	Interim Distributions		12
4.2	Other Benefits Take Precedence Over Interim Distributions		12
4.3	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies		12
ARTICLE 5		Retirement Benefit	13
5.1	Retirement Benefit		13
5.2	Payment of Retirement Benefit		13
5.3	Death Prior to Completion of Retirement Benefit		13
5.4	Restrictions on Subsequent Elections		13
5.5	Additional Restrictions on Distributions to Specified Employees Imposed by Code Section 409A
			13
ARTICLE 6		Pre-Retirement Survivor Benefit	14
6.1	Pre-Retirement Survivor Benefit		14
6.2	Payment of Pre-Retirement Survivor Benefit		14
ARTICLE 7		Termination Benefit	14
7.1	Termination Benefit		14
7.2	Payment of Termination Benefit		14
7.3	Additional Restrictions on Distributions to Specified Employees Imposed  by Code Section 409A
7.4	Termination of Employment		15
ARTICLE 8		Disability Waiver and Benefit	15
8.1	Disability Waiver		15
8.2	Continued Eligibility; Disability Benefit		15
ARTICLE 9		Beneficiary Designation	16

9.1	Beneficiary		16
9.2	Beneficiary Designation, Change, Spousal Consent		16
9.3	Acknowledgement		16
9.4	No Beneficiary Designation		16
9.5	Doubt as to Beneficiary		17
9.6	Discharge of Obligations		17
ARTICLE 10		Leave of Absence	17
10.1	Paid Leave of Absence		17
10.2	Unpaid Leave of Absence		17
ARTICLE 11		Termination, Amendment or Modification	17
11.1	Termination		17
11.2	Amendment		18
11.3	Effect of Payment		18
ARTICLE 12		Administration	18
12.1	Committee Duties		18
12.2	Administration Upon Change In Control		18
12.3	Agents		19
12.4	Binding Effect of Decisions		19
12.5	Indemnity of Committee		19
12.6	Employer Information		20
ARTICLE 13		Other Benefits and Agreements	20
13.1	Coordination with Other Benefits		20
ARTICLE 14		Claims Procedures	20
14.1	Presentation of Claim		20
14.2	Notification of Decision		20
14.3	Review of a Denied Claim		21
14.4	Decision on Review		21
14.5	Legal Action		21
ARTICLE 15		Trust	21
15.1	Establishment of the Trust		21
15.2	Interrelationship of the Plan and the Trust		21
15.3	Distributions From the Trust		21
ARTICLE 16		Miscellaneous	22
16.1	Status of Plan		22
16.2	Unsecured General Creditor		22
16.3	Employer’s Liability		22
16.4	Nonassignability		22
16.5	Not a Contract of Employment		22
16.6	Furnishing Information		22
16.7	Terms		23
16.8	Captions		23
16.9	Governing Law		23
16.1	Successors		23
16.11	Spouse’s Interest		23
16.12	Validity		23
16.13	Incompetent		23
16.14	Court Order		23

16.15	Insurance		24
16.16	Legal Fees To Enforce Rights After Change in Control		24
Signature Page			24

SUPERIOR UNIFORM GROUP, INC.

DEFERRED COMPENSATION PLAN

ARTICLE 1

Definitions

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

(a)     an acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any person, immediately after which such person has “Beneficial Ownership” (within the meaning of Rule 13D-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of the Company’s then-outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control;

(b)     the individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company’s common shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;

(c)     a merger, consolidation, reorganization or similar transaction or series of transactions involving the Company or involving any entity of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (a “Subsidiary”), unless (A) the Voting Securities of the Company, immediately before such merger, consolidation or reorganization, continue immediately following such merger, consolidation or reorganization to represent, either by remaining outstanding or by being converted into voting securities of the surviving corporation resulting from such merger, consolidation or reorganization or its parent (the “Surviving Corporation”), at least two-thirds of the combined voting power of the outstanding voting securities of the Surviving Corporation; (B) the individuals who were members of the Incumbent Board immediately before the execution of the agreement providing for such merger, consolidation or reorganization constitute two-thirds or more of the members of the board of directors of the Surviving Corporation; and (C) no person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or any person who, immediately before such merger, consolidation or reorganization had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting Securities) has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities (a transaction described in clauses (A) through (C) above shall herein be referred to as a “Non-Control Transaction”);

(d)     the approval by the Company’s shareholders of a complete liquidation or dissolution of the Company; or

(e)     the consummation of a sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a Subsidiary) effected in one transaction or in a series of transactions.

Notwithstanding anything contained in this Plan to the contrary, (i) a Change in Control shall not be deemed to occur solely because any person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then-outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this clause (i)) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then-outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur; and (ii) if any Participant’s employment is terminated before a Change in Control and the Participant reasonably demonstrates that such termination (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control (a “Third Party”) or (B) otherwise occurred in connection with, or in anticipation of, a Change in Control, or (C) as a result of any actions or conduct occurring before a Change in Control and which would have constituted “Good Reason” had such action or conduct occurred after a Change in Control (with comparisons made, as the case may be, to the status quo prior to, immediately prior to or at the time of such action or conduct instead of prior to, immediately prior to or at the time of the Change in Control), then, in each such event, for all purposes of this Plan, the date of a Change in Control with respect to the Participant shall mean the date immediately before the date of such termination of the Participant’s employment (a “Termination in Contemplation of a Change in Control”).

ARTICLE 2

Selection, Enrollment, Eligibility

ARTICLE 3

Deferral Commitments/Company Matching/Crediting/Taxes

For purposes of this Section, a Participant may only elect to defer a portion of a Bonus described in Section 1.8 of this Plan. If an election is made for less than stated minimum amounts, or if no election is made, the amount deferred shall be zero.

3.2             Maximum Deferral.

The Bonuses a Participant may elect to defer shall be limited to Bonuses described in Section 1.8 of this Plan. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount, with respect to the Base Salary and/or Bonus shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance.

3.3              Election to Defer; Effect of Election Form .

3.10         FICA and Other Taxes.

 

		(a)     Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of the FICA contributions due under Section 3101(a) and (b) of the Code and any other employment taxes which may be required to be withheld from such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.10.
		(b)      Company Non-Elective Contributions and Company Matching Amounts . When a Participant becomes vested in a portion of his or her Company Non-elective Contribution Account and/or Company Matching Account, the Participant’s Employer(s) shall withhold from the Participant’s Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant’s Company Non-elective Contribution Account and/or Company Matching Account in order to comply with this Section 3.10.

ARTICLE 4

Interim Distributions:

Suspension of Deferrals for Financial Emergencies

A Participant who has filed an election to receive an Interim Distribution from the Plan may not make any subsequent election to modify the time or form of payment for such Interim Distribution except as follows. A Participant who filed an election to receive an Interim Distribution from the Plan with respect to any Annual Deferral Amount may elect to instead have such Interim Distribution paid out in a later Plan Year, provided that , such election is filed with the Committee at least thirteen (13) months in advance of the previously scheduled payment date for the Interim Distribution and specifies a deferred time of distribution that is at least five (5) years after the originally elected date for the Interim Distribution and otherwise satisfies the requirements for subsequent elections set forth in Section 5.4(a) below.

ARTICLE 5

Retirement Benefit

If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. Subject to Section 7.3 below, the lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the last day of the Plan Year in which the Participant Retires.

(a)     Notwithstanding the provisions of Section 5.2 above, any request to change a Participant’s election with respect to the form in which the Participant’s Retirement Benefits are to be distributed shall be given effect only if the subsequent election satisfies the following conditions:

(i)     such request or election may not take effect until at least thirteen (13) months after the date on which the revised Election Form is filed with the Company pursuant to Section 5.2 above; and

(ii)     in the case of any subsequent election to change the form of payment or payout period for any Retirement Benefit payable under Section 5.2 of this Plan (other than as result of the Employee’s death), the first payment made pursuant to such subsequent election must be deferred for at least 5 years from the date such payment would otherwise have been made.

(b)     For purposes of this Section 5.4, any payment of a Retirement Benefit under an Annual Installment Method shall be treated as the entitlement to a single payment on the date the series of payments was scheduled to commence. A subsequent election to receive Retirement Benefits in the form of an Annual Installment Method with a shorter payout period but the same commencement date or in the form of a lump sum payment shall not be considered an election to accelerate the time of payment of the Retirement Benefit for purposes of this Section.

ARTICLE 6

Pre-Retirement Survivor Benefit

ARTICLE 7

Termination Benefit

This Section 7.3 has been adopted only in order to comply with the requirements added by Section 409A of the Code. This Section 7.3 shall be interpreted and administered in a manner consistent with the requirements of Code Section 409A, together with any regulations or other guidance which may be published by the United States Treasury Department or Internal Revenue Service interpreting such Section 409A of the Code. This Section 7.3 is not intended to restrict the operation of this Plan in any manner not necessary to avoid adverse tax consequences under such Section 409A of the Code.

7.4      Termination of Employment      For purposes of this Plan, the Committee shall determine the date of the Termination of Employment of any Participant, based on its judgment as to when the Participant is no longer actively employed as an employee of the Company or any Employer. Part-time employment by the Company, post-termination services as a consultant for the Company, or employment by a joint venture of the Company may be considered continued employment by the Company provided that, a Participant shall be considered to have terminated active employment with the Company if he or she is no longer performing significant services for the Company or any Employer on a regular basis, and shall not be considered retired if he or she continues to perform significant services for the Company or any Employer as an employee. A Participant’s services shall be considered “significant” for this purpose, and the Participant shall not be considered to have terminated employment with the Company (or the relevant Employer), unless the services he or she continues to perform are consistent with the standards for a “separation from service” under Section 409A of the Internal Revenue Code and Treasury Regulation section 1.409A-1(h) or any successor regulation promulgated under Section 409A (i.e., the annual time commitment and remuneration associated with any services performed as an employee is less than 20 percent of the Participant’s average annual hours and remuneration from the Company for the last 36 full calendar months before the Participant retired).

ARTICLE 8

Disability Waiver and Benefit

8.1             Disability Waiver .

Notwithstanding the foregoing, no Participant shall be entitled to receive a Disability Benefit from the Plan unless the Committee determines that the Participant’s Disability also constitutes a disability for purposes of Section 409A(a)((2)(C) of the Code, Treasury Regulation Section 1.409-3(i)(4) or any other guidance promulgated under Code Section 409A(a)(2). A Participant shall be considered “disabled” for purposes of this subparagraph if and only if the Participant (1) is 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 (2) has been receiving income replacement benefits for at least 3 months from the Company’s long-term disability plan or any other disability benefit plan maintained by the Company by reason of any medically determinable physical or mental impairment which is expected to result in death or to last for a continuous period of not less than 12 months.

ARTICLE 9

Beneficiary Designation

Notwithstanding the foregoing, a Participant on an unpaid leave of absence pursuant to FMLA leave, military or government service leave, or other bona fide authorized leave of absence shall not be considered to have incurred a Termination of Employment for purposes of this Plan during the leave of absence if the period of such leave does not exceed six (6) months (or such longer period as the Participant may have a guaranteed right to re-employment with the Company under any applicable law or enforceable contract), or unless the Participant expresses his or her intention to not return to active employment with the Company. If the period of leave exceeds six (6) months (or such longer period as the Participant may have re-employment rights by law or contract), the Termination of Employment shall be deemed to occur on the first date following the expiration of the six (6) months.

Notwithstanding the foregoing, no benefits under the Plan may be paid prior to the date of the Participant’s Retirement or Termination of Employment as a result of the termination of the Plan unless:

(1)     the Plan is terminated within the period of 30 days preceding or the 12 months following a Change in Control Event;

(2)     the Plan is terminated within 12 months of a corporate dissolution or is terminated with the approval of a bankruptcy court overseeing a bankruptcy of the Company; or

(3)     the Company terminates this Plan and all other similar deferred compensation arrangements that would be aggregated with the Plan under Treasury Regulation 1.409A-1(c), or any successor regulation under Code Section 409A; provided that (a) any benefits payable solely as a result of the termination (excluding any benefits that would have been payable under the terms of the Plan without regard to the termination) are not paid until at least 12 months after the date of termination of the Plan, (b) all benefit payments under the Plan are completed within 24 months after the date of termination of the Plan, and (c) the Company does not adopt a new or replacement deferred compensation plan within 3 years after the date of termination of the Plan.

Upon and after the occurrence of a Change in Control, the “Administrator”, shall be an independent third party selected by the Trustee and approved by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to benefit entitlement determinations. Upon and after the occurrence of a Change in Control, the Company must:

Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Trustee only with the approval of the Ex-CEO. Upon and after a Change in Control, the Administrator may not be terminated by the Company.

Notwithstanding any other terms of the Plan to the contrary, no Participant shall be entitled to receive an immediate benefit under the Plan as a result of the Change of Control prior to the date the Participant would otherwise become entitled to receive a Retirement Benefit pursuant to Article 5 or a Termination Benefit pursuant to Article 7 as a result of a Retirement or Termination of Employment subsequent to the Change of Control, except to the extent that the Plan is terminated pursuant to Section 11.1 above in connection with a Change in Control Event.

The terms of this Plan shall be interpreted and administered in a manner consistent with the requirements of Code Section 409A, together with any regulations or other guidance which may be published by the Treasury Department or Internal Revenue Service interpreting such Section 409A.

IN WITNESS WHEREOF , and as evidence of the adoption of this Superior Uniform Group, Inc. Deferred Compensation Plan, Superior Uniform Group, Inc. has caused the same to be signed by its officers thereunto duly authorized, and its corporate seal to be affixed thereto, the _______ day of _____________, 2013.

24

TRUST AGREEMENT

This Agreement made this day of, by and between Superior Uniform Group, Inc. ("Company") and Fifth Third Bank, N.A. ("Trustee");

WHEREAS , the Company has adopted the Superior Uniform Group, Inc. Deferred Compensation Plan, a nonqualified deferred compensation plan (the "Plan");

WHEREAS , the Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan.

WHEREAS , the Company wishes to establish a trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan.

WHEREAS , it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"); and

WHEREAS , it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan;

NOW, THEREFORE , the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment Of Trust

(a)     The Company hereby deposits with Trustee in trust $100, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b)     The Trust hereby established shall be irrevocable.

(c)     The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d)     The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e)     The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a)          The Company, or the Administrator for the Plan appointed by the Company, shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.

(b)          The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company (or by such party as the Company shall designate as the Administrator for the Plan) under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

(c)          The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. Trustee shall notify the Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent.

(a)          Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b)          At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1)      The member or members of the Company and the Chief Executive Officer of the Company shall have the duty to inform Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to Trustee that the Company has become Insolvent, Trustee shall determine whether the Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2)     Unless Trustee has actual knowledge of the Company's Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, Trustee shall have no duty to inquire whether the Company is Insolvent. Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning the Company's solvency.

(3)     If at any time Trustee has determined that the Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plan or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that the Company is not insolvent (or is no longer Insolvent).

(c)          Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to the Company.

Except as provided in Section 3 hereof, after the Trust has become irrevocable, the Company shall have no right or power to direct Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

Section 5. Investment Authority.

(a)      In no event may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants, except that voting rights with respect to Trust assets will be exercised by the Company.

The Company shall have the right, at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust.

Section 6. Disposition of Income.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 7. Accounting by Trustee.

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. Within 60 days following the close of each calendar year and within 60 days after the removal or resignation of Trustee, Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 8. Responsibility of Trustee.

(a)      Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by the Company or by a person designated by the Company as the Administrator of the Plan. In the event of a dispute between the Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b)     If Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.

(c)     Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder.

(d)     Trustee may hire agents, accounts, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e)     Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f)     However, notwithstanding the provisions of Section 8(e) above, Trustee may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust.

(g)     Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation and Expenses of Trustee.

The Company shall pay all administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust.

Section 10. Resignation and Removal of Trustee.

(a)     Trustee may resign at any time by written notice to the Company, which shall be effective 60 days after receipt of such notice unless the Company and Trustee agree otherwise.

(b)     Trustee may be removed by the Company on 60 days notice or upon shorter notice accepted by Trustee.

(c)     Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

(d)     If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

       Section 11. Appointment of Successor.

(a)           If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, the Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall, be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

(b)     If Trustee resigns or is removed pursuant to the provisions of Section 10(b) hereof after a Change in Control (as this term is defined in the Plan) and selects a successor Trustee, Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

(c)     The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Section 12. Amendment or Termination .

(a)     This Trust Agreement may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section I (b) hereof

(b)     The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company.

(c)     Upon written approval of all participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, the Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. All assets in the Trust at termination shall be returned to the Company.

Section 13. Miscellaneous.

(a)     Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b)     Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c)     This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Florida, except to the extent those laws are superseded under Section 514 of ERISA.

Section 14. Effective Date.

The effective date of this Trust Agreement shall be August 1, 2013.

In witness whereof, this Trust Agreement is entered into by and between the Company and Trustee.  

6

EXHIBIT 10.3

AMENDMENT TO THE

SUPERIOR UNIFORM GROUP, INC.

SUPPLEMENTAL PENSION PLAN

WHEREAS, Superior Uniform Group, Inc. (“Employer”) maintains the Superior Uniform Group, Inc. Supplemental Pension Plan (“Plan”); and

WHEREAS, the Employer has reserved the right to amend the Plan pursuant to Article 10 therein; and

WHEREAS, the Employer has amended the Superior Uniform Group, Inc. Employees Pension Plan to discontinue all benefit accruals under the Pension Plan, effective June 30, 2013;

WHEREAS, the Employer now wishes to amend the terms of the Plan governing the calculation of the supplemental pension benefits payable to covered key employees of the Employer to provide additional benefits based on credited service earned after June 30, 2013;

NOW THEREFORE, pursuant to the power reserved under Article 10 of the Plan, the Employer hereby amends the Plan in the following particulars, effective as of June 30, 2013:

1.     Article 6 of the Plan, entitled “ Amount of Executive Retirement Plan Benefits ,” is amended to read as follows:

“The benefits payable to an eligible Employee or his beneficiary or beneficiaries under the Executive Retirement Plan shall be the Actuarial Equivalent of the excess, if any, of the benefit, expressed as a single life annuity, which would have been payable to such Employee or on his behalf to his Beneficiary or Eligible Spouse, as the case may be, from the Basic Plan, if the provisions of the Basic Plan were administered without regard to the maximum amount of retirement income limitation of section 415 of the Code, the maximum compensation limitation of section 401(a)(17) of the Code, and as if the Employee’s credited service with the Company under the Basic Plan were calculated without regard to the amendment to the Basic Plan discontinuing benefit accruals under the Basic Plan for periods after June 30, 2013, over the sum of:

Benefits payable under this Article 6 shall be computed in accordance with the foregoing and with the objective that the benefit payable under the Excess Plan, the Executive Retirement Plan, and the Basic Plan should total the amount which would have been payable solely under the Basic Plan had neither section 415 nor section 401(a)(17) of the Code been applicable ;thereto, and if the Employee’s credited service were not limited by the amendment to the Basic Plan discontinuing benefit accruals under the Basic Plan for periods after June 30, 2013.”

2.     Article 7 of the Plan, entitled “ Payment of Benefits ,” is amended by revising the last sentence of Paragraph 7(b) to read as follows:

“In the absence of a contrary designation by the Employee, the Employee’s benefit commencement date shall be the later of the Employee’s Normal Retirement Date or date of termination of employment, or, for the portion (if any) of the Employee’s benefit which is earned and vested after August 1, 2013, the first day of the calendar month following the Employee’s date of termination of employment, subject in either case to the six-month delay described in paragraph (g) below.”

IN WITNESS WHEREOF , the Employer has caused this Amendment to the Supplemental Pension Plan to be signed on its behalf by the undersigned authorized representative on the date set forth below.

		SUPERIOR UNIFORM GROUP, INC.
Date: ______________________		By: ________________________________
		Title: _______________________________