CHICAGO BRIDGE & IRON COMPANY
EXCESS BENEFIT PLAN
ESTABLISHMENT, OBJECTIVES AND DURATION
1.1 Establishment of Plan. Chicago Bridge & Iron Company, a Delaware
corporation wholly-owned by Chicago Bridge & Iron Company, N.V., a Netherlands
corporation, hereby establishes an elective deferred compensation plan to be
known as the "Chicago Bridge & Iron Excess Benefit Plan" (the "Plan") as set
forth in this document.
1.2 Effective Date. The Plan shall become effective as of January 1,
1997. The Plan applies only to individuals who are employees of the Company on
or after that effective date. The Plan shall remain in effect until terminated
as provided in Article VIII.
1.3 Objectives. The Plan is an unfunded deferred compensation arrangement
for a select group of management or highly compensated employees of the Company.
The Plan is intended to provide participating employees with the benefits
equivalent to the contributions the Company would have made on their behalf to
the Chicago Bridge & Iron Savings Plan ("Savings Plan") but for the limitations
of the Code.
Whenever used in the Plan, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be
2.1 "Account" means any of the separate bookkeeping accounts maintained
for each Participant representing the Participant's total credits under Article
IV of the Plan, and which consists of the following subaccounts:
(i) "Matching Contribution Subaccount" means the record of the
Participant's Matching Contribution Credits under Section 4.1 and
earnings (or loss) thereon.
(ii) "Discretionary Contribution Subaccount" means the record of the
Participant's Discretionary Contribution Credits under Section
4.2 and earnings (or loss) thereon.
The Plan Administrator may maintain such other subaccounts within any Account as
the Plan Administrator deems necessary or desirable.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Change Date" as of which a Participant may change the deemed
investment of his or her Account or of fiiture contributions to his or her
Account, means the first day of each calendar quarter.
2.4 "Code" means the Internal Revenue Code of 1986, as amended from time
2.5 "Company" means Chicago Bridge & Iron Company, a Delaware corporation.
2.6 "Compensation" means "compensation" as defined in the Savings Plan for
purposes of making Elective Deferrals, modified by including Salary Reduction
Credits under this Plan and elective deferrals under the CBIC Deferred
Compensation Plan as well as elective deferrals under the Savings Plan; and
determined without regard to the limits on includible compensation under
qualified plans imposed by Section 401(a)(17) of the Code or any provisions of
the Savings Plan responsive to those limits.
2.7 "Discretion Contribution Credits" means credits to a Participant's
Account determined and made according to Section 4.2.
2.8 "Elective Deferrals" means "elective deferrals" as defined in the
Savings Plan for purposes of applying the limitations of Sections
401(k)(3) and 402(g) of the Code.
2.9 "Employee" means any employee of the Company or its Subsidiaries.
Directors who are not employed by the Company shall not be considered Employees
under this Plan.
2.10 "ERISA" means the Employee Retirement Security Act of l974, as
time to time.
2.11 "Highly Compensated Employee" means an Employee who is treated
as a highly
compensated employee, as defined in Section 414(q) of the Code, for
purposes of the Savings Plan.
2.12 "Matching Credits" means credits to a Participant's Account
determined and made according to Section 4. 1.
2.13 "Measurement Fund" means a T. Rowe Price mutual fund or funds from
the following list, which a Participant may select under Section 4.3 to
determine the subsequent imputed interest on his or her deferrals:
Blue Chip Fund
Equity Income Fund
2.14 "Participant" means an employee of the Company who is eligible to
participate in this Plan in accordance with Section 3.1 and is selected to
participate in this Plan.
2.15 "Plan Administrator" means the Company.
2.16 "Plan Year" means the plan year of the Savings Plan, which unless and
until changed is identical to the fiscal year of the Company and to the calendar
2.17 "Savings Plan" means the Chicago Bridge & Iron Savings Plan, as
amended from time to time.
2.18 "Subsidiary" means any corporation (other than the Company)
in which Parent owns, directly or indirectly through the Company or
Subsidiaries, at least fifty percent (50% of the total combined voting power of
all classes of stock, or any other entity (including but not limited to
partnerships and joint ventures) in which the Parent owns, directly or
indirectly through the Company or Subsidiaries, at least fifty percent (50%) of
the capital or profits interest.
2.19 "Trust" means the trust of the type commonly known as a "rabbi"
trust, established in connection with this Plan pursuant to Section 8.2.
2.20 "Trustee" means the Trustee of the Trust.
2.21 "Valuation Date" means the last day of each calendar quarter.
3.1 Eligibility. An Employee of the Company or any Subsidiary shall be
eligible to participate in this Plan if he or she is (i) a management or highly
compensated employee within the meaning of Sections 201(2), 301(a)(3), and
401(a)(2) of ERISA, (ii) a Highly Compensated Employee, and (iii) affirmatively
selected by the Company to participate in this Plan and notified by the Company
of his or her eligibility pursuant to Section 3.3.
3.2 Condition on Participation. Benefits under this Plan are conditioned
upon the Participant's making the maximum Elective Deferrals under Section
402(g) of the Code or permitted
under the terms of the Savings Plan. Accordingly, in order to be able to
receive Matching Contribution Credits for any Plan Year, the Participant must
have elected to make the maximum Elective Deferrals under Section 402(g) of the
Code or permitted under the terms of the Savings Plan for such Plan Year. The
calculation of whether the Participant has elected to make the required maximum
Elective Deferrals under the Savings Plan will be made as of the beginning of
the applicable Plan Year.
3.3 The Company shall advise each eligible Employee selected for
participation of his or her eligibility and afford him or her the opportunity to
participate. An eligible Employee shall become a Participant upon returning the
appropriate participation forms to the Plan Administrator in accordance with
Sections 4.3 and 6.1.
3.4 Duration of Participation. A Participant shall continue to be a
Participant until the Participant's termination of employment with the Company
and all Subsidiaries, and thereafter shall be an inactive Participant for so
long as he or she is entitled to a benefit from the Plan. A Participant who
remains an employee of the Company or a Subsidiary but who but for any reason is
not a Highly Compensated Employee for a Plan Year or does not meet the
requirement of Section 3.2 for a Plan Year shall be an inactive Participant for
such Plan Year, but shall again become an active Participant in any later Plan
Year in which he or she meets those requirements.
4.1 Matching Contribution Credits. For each Plan Year, a Participant who
has met the applicable requirements of Article III and is credited with matching
contributions under the Savings Plan shall receive a Matching Contribution
Credit equal to (a) below minus (b) below, but in no event greater than (c)
below, as follows:
(a) Three percent (3%) of the Participant's Compensation.
(b) The matching contribution actually made for the Participant under the
Savings Plan for the Plan Year (after applying the limitations of Code
SS SS 401(a)(17), 401(m), and 415)).
(c) The sum of the Participant's Elective Deferrals under the Savings Plan
plus his or her Salary Deferral under the Chicago Bridge & Iron
Company Deferred Compensation Plan.
Matching Contribution Credits shall be credited to the Participant's Matching
Contribution Subaccount as of the date (or dates) that matching contributions
are credited to Participants' accounts under the Savings Plan.
4.2 Discretionary Contribution Credits. For each Plan Year in which the
Company makes discretionary contributions under the Savings Plan, a Participant
shall receive a Discretionary Contribution Credit equal to (a) below minus (b)
below, as follows:
(a) An amount equal to the percentage of compensation (as defined in the
Savings Plan) at which Company discretionary contributions for the
Plan Year are allocated to the accounts of Savings Plan participants
who are not Mghly Compensated Employees, applied to the Participant's
Compensation for the Plan Year (without regard to limitations of Code
SS SS 401(a)(17) and 415); and
(b) The discretionary contribution, if any, actually made for the
Participant under the Savings Plan for the Plan Year (after applying
the limitations of Code SS 401(a)(17) and 415).
If the Savings Plan provides an allocation of discretionary contributions to
participants in the Savings Plan who have not elected to make Elective Deferrals
under the Savings Plan, then, notwithstanding anything in this Plan, a
Discretionary Contribution Credit shall be given to each otherwise eligible
Participant under this Plan without regard to the condition of Section 3.2.
Discretionary Contribution Credits shall be credited to the Participant's
Discretionary Contribution Subaccount as of the date that the discretionary
contributions are credited to participants' accounts under the Savings Plan.
4.3 Income (or Loss) on Credits. For purposes of determining income (or
loss) on a Participant's Account, the Account shall be deemed invested in such
Measurement Funds as he or she may designate from time to time. Upon becoming a
Participant in this Plan, the Participant shall designate, on a form provided by
the Plan Administrator substantially in the form of Exhibit A, the Measurement
Fund or Funds to determine the income (or loss) to be credited on the deferred
compensation credited to his or her Account as though his or her Account were
invested in such Measurement Fund or Funds. The designation of Measurement
Funds from time to time shall apply to both his or her Matching Contribution
Subaccount and Discretionary Contribution Subaccount until changed. Designation
of Measurement Funds shall be in whole percentages of the periodic credits to
the Participant's Account, or of the balance of his or her Account, which
percentages shall add up to 100%.
As of any Change Date, a Participant may change the designation or
allocation of Measurement Funds to determine income (or loss) on future credits
to his or her Account, or may change the existing allocation of his or her
Account among Measurement Funds, by submitting a revised election form to the
Plan Administrator before the Change Date on which it is to become effective.
For purposes of determining income (or loss), a Participant's Matching and
Discretionary Contribution Credits shall be deemed to have been invested in
Measurement Funds as soon as reasonably practicable after the date as of which
they are credited under Sections 4.1 or 4.2, and in all events by the fifteenth
(15th) business day of the month after the month in which they are
determinable for crediting under Sections 4.1 or 4.2. For purposes of
determining income (or loss), a Participant's Account shall be deemed to have
been reinvested in the newly-designated Measurement Funds as soon as reasonably
practicable after the Change Date, and in all events by the fifteenth (15th)
business day of the month beginning with the Change Date.
4.4 Statements. The Plan Administrator shall give each Participant a
statement of the value of his or her Account, and the Measurement Funds then in
effect for that Account, as of and as soon as reasonably practicable after the
Valuation Date which falls on the last day of the Plan Year. The Plan
Administrator may, but shall not be required to, provide similar statements as
of any intervening quarterly Valuation Date. The value of a Participant's
Account, and the applicable Measurement Funds, as of the applicable Measurement
Date, shown on any such statement shall be conclusive and binding on both the
Company and the Participant absent bad faith or manifest error unless the
Participant brings error to the attention of the Plan Administrator by filing a
claim for clarification of his or her future rights to benefits pursuant to
Section 7.3 within ninety (90) days after receiving that statement.
4.5 Excess Elective Deferrals. Notwithstanding anything in this Plan to
the contrary, in no circumstances will any Elective Deferrals or other Company
contributions under the Savings Plan be deferred or contributed into this Plan
or the Trust. Any portion of a Participant's Elective Deferrals or other
Company contributions made on his behalf under the Savings Plan that for any
reason cannot remain in the Savings Plan (or its associated trust) shall be paid
out to the Participant in accordance with the Savings Plan.
5.1 Vesting. A Participant shall be vested in his or her Matching
Contribution Subaccount and Discretionary Contribution Subaccount (if any) to
the same extent as the Participant is vested in his or her corresponding
accounts under the Savings Plan.
PAYMENT OF BENEFITS
6.1 Distribution Options. Upon becoming a Participant in this Plan, the
Participant shall elect, on a form provided by the Plan Administrator
substantially in the form of Exhibit B, and delivered to the Plan Administrator,
one of the following distribution methods for payment of his or her Account:
(a) Lump Sum. A distribution in a single lump sum.
(b) Installments. A distribution in annual installments over a period, not
exceeding 10 years, elected by the Participant; with the amount of each
annual installment being the balance of the Participant's Account subject
to this distribution option as of the Valuation Date preceding payment
divided by the number of installments (including the current installment)
remaining to be paid.
In either case the lump sum payment or the first installment payment shall be
made in January of the calendar year following the calendar year in which the
Participant's employment terminates, and any remaining installment payments
shall be made in January of each successive year until payments are completed.
The distribution option elected shall apply uniformly to the entire balance of
the Participant's Account, including both the Matching Contribution Subaccount
and the Discretionary Contribution Subaccount (if any).
6.2 Changes in Distribution Options. A Participant may change his or her
previously elected distribution option on a form provided by the Plan
Administrator substantially in the form of Exhibit B, and delivered to the Plan
Administrator. But no change in a Participant's distribution option after his
or her initial election of a distribution option will become effective (for
distribution upon a subsequent termination of employment) until the first annual
anniversary of the date the change of election is filed with the Plan
Administrator. The form of distribution on a Participant's termination of
employment shall therefore be determined by his or her most recent distribution
option election that has been on file with the Plan Administrator for at least
one year preceding the Participant's termination of employment, except as
provided in Sections 6.3 and 6.4.
6.3 Unforeseeable Emergencies. The Plan Administrator, upon request of a
Participant and substantiation acceptable to the Plan Administrator in its sole
discretion, may direct premature distribution of part or all of a Participant's
Account either during employment or after his or her employment terminates, upon
an unforeseeable emergency affecting the Participant. For this purpose, an
unforeseeable emergency is a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined in Section 152(a) of the Code) of the Participant,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, as determined by the Plan Administrator
taking into account the facts of each case. An unforeseeable emergency does not
include the need to send a Participant's child to college or the desire to
purchase a home. The amount distributable shall not exceed the amount necessary
to relieve the hardship caused by the unforeseeable emergency after taking into
consideration the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise, by liquidation of the
Participant's assets (to the extent such liquidation would not itself cause
severe financial hardship), or by cessation of compensation deferral under this
Plan or elective deferrals under the Savings Plan.
6.4 Small Installments and Account Balances. If for any reason, at any
time after a Participant's employment terminates, the balance of his or her
Account (or portion of an Account payable to a single Beneficiary) is less than
$10,000, then notwithstanding anything in this Plan or any
Participant's election to the contrary, the Participant's Account (or such
portion) shall be distributed in a single lump sum as soon as practicable. If
for any reason, at any time after a Participant's employment terminates, the
amount of any annual installment payable to a Participant or Beneficiary is less
than $5,000, then notwithstanding anything in this Plan or any Participant's
election to the contrary, each annual installment amount shall be $5,000 and
installments shall continue only until the Account is exhausted or the rule of
the preceding sentence takes effect. If for any reason the distributes of
benefits under this Plan is an estate, the Plan Administrator in its sole
discretion may pay to the estate the entire balance of the Account that is
distributable to the estate in a single lump sum.
6.5 Form of Payment. All benefits under this Plan shall be paid by
negotiable check or other cash equivalent from the Trust or other general funds
of the Company.
6.6 Beneficiary. A Participant may designate a Beneficiary or
Beneficiaries (who may be named contingently or successively) to receive any
amounts payable under this Plan after his or her death. Each designation of
Beneficiary shall be on a form provided by the Plan Administrator substantially
in the form of Exhibit C, signed by the Participant and filed with the Plan
Administrator during the Participant's lifetime. A Participant may revoke such
designation (without the consent of any Beneficiary) and make a new designation
of Beneficiary by filing a new form in like manner. If upon a Participant's
death no valid designation of Beneficiary is on file with the Plan
Administrator, or if a Beneficiary dies before payments are completed and there
are no living contingent or successive Beneficiaries, then any remaining
payments under this Plan shall be made (1) to the Participant's surviving
spouse, if any, or (2) if there is no surviving spouse, then in equal shares to
his or her children (with the then-living descendants of any deceased child
taking that child's share per stirpes), or (3) if there are neither a surviving
spouse nor surviving children or their descendants, then to estate of the last
to die of the Participant and all designated Beneficiaries.
6.7 Rights of Beneficiary. The Beneficiary of a Participant who has died
shall have the same right as a Participant to designate Measurement Funds under
Section 4.3, and receive a statement under Section 4.4, for the Account (or
portion of an Account) as to which he or she is a Beneficiary.
6.8 Facility of Payment. In the event any distribution is payable under
this Plan to a minor or other individual who is legally, physically or mentally
incompetent to receive such payment, the Plan Administrator in its sole
discretion shall pay such benefits to one or more of the following persons:
(a) Directly to such minor or other person.
(b) To the legal guardian or conservator of such minor or other
(c) To the spouse, parent, brother, sister, child or other relative of
such minor or other person for the use of such minor or other person.
The Plan Administrator shall not be required to see to the application of any
distribution so made to any of such persons, but the receipt therefor shall be a
full discharge of the liability of the Plan, the Plan Administrator, the
Company, and the Trustee to such minor or other person.
7.1 Company as Plan Administrator. The Plan will be administered by the
7.2 Power of the Plan Administrator. The Plan Administrator shall have
the power and authority in its sole and absolute discretion:
(a) To construe and interpret the Plan, determine the application of the
Plan to situations where such application is unclear or disputable,
and make equitable adjustments for any mistakes or errors made in the
administration of the Plan;
(b) To determine all questions arising in the administration of the Plan,
including the power to determine the rights of Participants and their
beneficiaries and the amount of their respective benefits;
(c) To adopt such rules, regulations and forms as it may deem necessary
for the proper and efficient administration of the Plan consistent
with its purposes;
(d) To enforre the Plan in accordance with its terms and the rules,
regulations and forms adopted by the Plan Administrator;
(e) To take such action and establish such procedures as it deems
necessary or appropriate to coordinate deferrals and benefits under
this Plan with the Savings Plan, the CBIC Deferred Compensation Plan,
or the Trust;
(f) To instruct the Trustee regarding payments from the Plan and to
provide, amend, and supplement from time to time a schedule of
payments to be made from the Trust for purposes of the Plan;
(g) To employ such counsel, auditors, actuaries, or other specialists (who
may be counsel, auditors, actuaries or other specialists for the
Company) and to engage such clerical or other services to the extent
such services are not provided by the Company;
(h) To delegate such of its powers and authorities to such person or
persons, with his, her, its or their consent, as the Plan
Administrator may appoint; and
(i) To do all other things the Plan Administrator deems necessary or
desirable for the advantageous administration of the Plan and to make
the Plan fully effective in accordance with its terms and intent.
7.3 Claims for Benefits. No claim shall be necessary for payments
routinely due to begin under the terms of the Plan. Any claim for benefits not
received or received in an improper amount or time, or any claim for
clarification of a Participant's or Beneficiary's future rights to benefits,
shall be made in writing to the Plan Administrator. The Plan Administrator
shall decide each claim and give the person making the claim (a "Claimant")
written notice of the disposition of the claim within 90 days after the claim is
filed. If the Plan Administrator denies a claim, the notice of denial shall be
in writing, shall contain the specific reason or reasons for the denial of the
claim, shall contain a specific reference to the pertinent Plan provisions upon
which the denial is based, shall contain a description of any additional
material or information necessary for the claimant to perfect the claim along
with an explanation why such material or information is necessary, and shall
contain an explanation of the Plan's claims review procedures.
Within 60 days after receipt by the Claimant of a written notice of denial
of a claim, the Claimant may file a written request with the Board for a full
and fair review of the denial of the claim for benefits. In connection with a
claimant's appeal of the denial of the benefit, the Claimant may review
pertinent documents and may submit issues and conunents in writing. The Board
shall deliver to the Claimant a written decision on the claim promptly, but not
later than sixty days after the Claimant's request for review. Such decision
shall be written in a manner calculated to be understood by the Claimant, shall
include specific reasons for the decision, and shall contain specific references
to the pertinent Plan provisions upon which the decision is based. The decision
of the Board shall be final, conclusive and binding on all persons.
8.1 Funding Policy. The Accounts under this Plan are merely unfunded
bookkeeping accounts of the Company and all payments under this Plan shall be
deemed made by the Company from general assets available to all unsecured
creditors of the Company in the event of its insolvency. All Participants have
merely the status of general unsecured creditors of the Company and the Plan is
merely a promise by the Company to make benefit payments in the future. It is
the intent of the Company that the arrangements under this Plan be unfunded for
tax purposes and for purposes of Title I of ERISA.
8.2 Trust. The Company shall create for purposes of this Plan a Trust of
the type commonly referred to as a "rabbi" trust and in substantial conformity
to the terms of the model trust published by the Internal Revenue Service in
Rev. Proc. 92-64. The Company shall transfer assets to the Trustee to hold and
to make distributions under this Plan on behalf of the Company. The
assets so held in trust shall remain the general assets of the Company, which is
the grantor under the Trust. The rights of Participants and their Beneficiaries
under this Plan and the Trust shall be exclusively unsecured contractual rights.
No Participant or Beneficiary shall have any right, title or interest whatsoever
in the Trust.
8.3 No Employment Rights. Nothing in this Plan shall confer any greater
employment rights on a Participant than he or she otherwise may have.
8.4 Withholding. The Company may withhold from amounts payable under this
Plan any amounts as it reasonably deems required under any federal, state or
local revenue law applying to such payments.
8.5 No Assignment. The Participant's rights to benefit payments under
this Plan are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge encumbrance, attachment or garnishment by creditors
of the Participant or the Participant's Beneficiaries other than by a "qualified
domestic relations order" (within the meaning of Section 206(d)(3)(B)(i) of
8.6 Expenses. Expenses of administering the Plan shall be bome by the
8.7 Amendment and Termination. The Company may ainend or terminate this
Plan at any time and in its sole discretion, by (and only by) written resolution
of the Board. Any such amendment or termination shall be binding on the Company
and all Participants and their Beneficiaries, even though it may be retroactive
and applicable to Participants whose employment by the Company or Subsidiaries
has terminated. However, no amendment or termination of the Plan shall
adversely affect the right of a Participant to payment of a benefit that he or
she would be entitled to (then or thereafter) under the terms of the Plan if his
or her employment terminated immediately before the adoption of such amendment
or termination of the Plan, unless such amendment or termination of the Plan in
the reasonable judgment of the Plan Administrator is required to comply with
applicable law or to preserve the tax treatment of benefits under this Plan for
the Company or for the Participant, or is consented to by the affected
Notwithstanding anything in this Plan to the contrary, upon termination of
the Plan the Company may in its sole discretion pay all Account balances to the
Participants (or Beneficiaries) entitled thereto in a single lump sum.
8.8 Successors. All obligations of the Company under this Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
8.9 Company Action. Except for matters on which this Plan specifically
requires action by the Board, any action or decision the Company is required or
permitted to take under
this Plan will be properly done if done in writing over the signature of the
Company's Vice President - Human Resources and Administration.
8.10 Notice. Any notice that this Plan requires or permits the Company
to receive will be properly given if sent by first class mail, postage paid and
properly addressed, to the principal business address of the Company to the
attention of its Vice President - Human Resources and Administration. Any
notice, or any check in payment of benefits, that this Plan requires or permits
a Participant to receive will be properly given and received if sent to a
Participant who is an Employee by regular interoffice distribution channels; or
sent to any Participant or Beneficiary by first class mail, postage paid and
properly addressed, to the last known residence address of the Participant or
Beneficiary appearing on the records of the Company.
8.11 Governing Law. This Plan is subject to Federal law under ERISA as
applicable to plans described in Section 3(a) of ERISA but exempt from certain
provisions of ERISA under Sections 201(2), 301(a)(3), and 401(a)(2) of ERISA,
and is subject to the laws of the State of Illinois to the extent such laws are
not preempted by ERISA.
IN WITNESS WHEREOF the Company has caused this Chicago Bridge & Iron
Company Excess Benefit Plan to be executed by an authorized officer this ____
day of _________, 1997.
CHICAGO BRIDGE & IRON COMPANY