The SEB and Girardin Plans are clearly ERISA plans. See 29 U.S.C. §(s) 1002(3) (defining "employee benefit plan"); Miller v. Eichleay Engineers, Inc., 886 F.2d 30, 33 n.7 (3d Cir. 1989). Barrowclough's holding on the arbitrability of statutory ERISA claims was overruled in Pritzker v. Merrill Lynch, Pierce, Fenner Smith, Inc., 7 F.3d 1110 (3d Cir. 1993).
(1) a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees[.]See also Miller v. Eichleay Engineers, Inc., 886 F.2d 30, 34 n. 8 (3d Cir. 1989). These unfunded plans, commonly referred to as "top hat funds", must satisfy two prerequisites in order to be exempt from the fiduciary obligations set forth in Part 4: they must be (1) unfunded and (2) for the purpose of providing deferred income for select employees.
For example, the provision providing a federal cause of action for violations of the terms of a plan applies to top hat plans. 29 U.S.C. § 1132(a); Miller v. Eichleay Eng'rs, Inc., 886 F.2d 30, 37 (3d Cir. 1989); Rockney v. Blohorn, 877 F.2d 637, 639-40 (8th Cir. 1989); Fasco Indus., Inc., 843 F. Supp. at 1255; Carr v. First Nationwide Bank, 816 F. Supp. 1476, 1487-88 (N.D.Cal. 1993). It would be illogical for top hat plans to be subject to some of the administration and enforcement provisions of ERISA and not to others.
The DEC plan at issue in this case is an executive deferred compensation plan that is generally referred to as a Top Hat plan. Miller v. Eichleay Engineers, Inc., 886 F.2d 30, 34 n. 8 (3d Cir. 1989). Top Hat plans are "employee benefit plans" within the meaning of ERISA.
Jt. Stmt. ¶ 8. Such plans are commonly referred to as "Top Hat" plans. See, e.g., Miller v. Eichleay Engineers, Inc., 886 F.2d 30, 34 n. 8 (3d Cir. 1989); Wolcott v. Nationwide Mut. Ins. Co., 884 F.2d 245, 250 n. 2 (6th Cir. 1989); U.S. Dep't of Labor ERISA Advisory Ops. 90-14A (May 8, 1990) 89-24A (September 25, 1989). The identical language is contained in 29 U.S.C. § 1051(2) and 1081(a)(3).
We exercise plenary review over the entry of summary judgment. E.g., Miller v. Eichleay Eng'rs, 886 F.2d 30, 35 (3d Cir. 1989). Summary judgment is proper if a moving defendant "shows that there is no genuine dispute as to any material fact and [it] is entitled to judgment as a matter of law," Fed. R. Civ. P. 56(a)—that is, if "there exists no genuine issue of material fact that would permit a reasonable jury to find for" plaintiffs, Miller v. Indiana Hosp., 843 F.2d 139, 143 (3d Cir. 1988).
"A top hat plan is a 'plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly trained employees.'" Miller v. Eichleay Eng'rs, Inc., 886 F.2d 30, 34 (3d Cir. 1989) (quoting 29 U.S.C. §§ 1051(2), 1081(a), 1101(a)(1)). I. FACTS AND PROCEDURAL HISTORY
Our review of the District Court's grant of summary judgment is plenary. Miller v. Eichelay Eng'rs, 886 F.2d 30, 35 (3d Cir. 1989). Our review of the District Court's dismissal of the claims for damages is also plenary.
We exercise plenary review over an order granting a defendant's motion for summary judgment. Miller v. Eichelay Eng'rs, 886 F.2d 30, 35 (3d Cir. 1989). A court may grant summary judgment where the moving party shows that "there is no genuine issue of material fact and the movant is entitled to summary judgment as a matter of law."
But top hat plans are exempt from ERISA's substantive vesting rules, including the anti-cutback provision. See 29 U.S.C. §§ 1051(2), 1101(a)(1); Miller v. Eichleay Eng'rs, Inc., 886 F.2d 30, 34 n.8 (3d Cir. 1989). Appellees nevertheless rely on Battoni and contend that the ordinary fiduciary duty and anti-cutback rules apply because the plans at issue in this case are so interconnected that the Committee's interpretation of the Supplemental Plan was an amendment that effectively reduced benefits under the Pension Plan.