Common use of Supplemental Executive Retirement Plan Clause in Contracts

Supplemental Executive Retirement Plan. (a) The Company shall provide and maintain on Executive's behalf a supplemental executive retirement plan (the "SERP"). The SERP will provide Executive with an annual benefit ("SERP Retirement Benefit") equal to the product of (A) six and one-half percent (6 1/2%), multiplied by (B) Executive's Base Salary at the time of his retirement, death or other termination of employment with the Company ("Final Base Salary"), multiplied by (C) the amount of years (or portions thereof) that Executive shall have been employed by Company commencing on the Effective Date. Notwithstanding anything herein to the contrary, the maximum number used in subclause (C) of the immediately preceding sentence shall be ten (10) and the minimum number used in subclause (c) of the immediately preceding sentence shall be four (4), so that the maximum SERP Retirement Benefit shall be 65% of Final Base Salary and the minimum SERP Retirement Benefit shall be 26%. (b) Notwithstanding anything herein to the contrary, upon the occurrence of a Change of Control (as later defined) or in the event the Executive is terminated without Cause (as later defined) or resigns for Good Reason (as later defined), Executive shall be vested in a SERP Retirement Benefit equal to the greater of (x) the SERP Retirement Benefit as accrued under the formula set forth above, or (y) 40% of the Final Base Salary. (c) Retirement Benefit will be paid to Executive commencing upon the later of (i) his retirement, or (ii) his reaching the age of seventy (70) years old (the "Retirement Age"). The SERP Retirement Benefit will be payable as long as the Executive shall live, with ten (10) years guaranteed, so that if Executive shall die prior to his retirement or within ten (10) years of his retirement, his estate shall receive the payment of the SERP Retirement Benefit until a total of ten (10) years of such SERP Retirement Benefit shall have been paid. Executive shall be fully vested in the SERP Retirement Benefit as such benefits accrue, except that Executive shall be fully vested in the minimum SERP Retirement Benefit of 26% as of the Effective Date. (d) The Company shall establish a "rabbi" trust to serve as the funding vehicle for the SERP Retirement Benefit, and shall not less than annually make contributions to the trust in amounts sufficient to provide the present value, discounted at the ten (10) year U.S. Treasury rate then in effect (which discount rate may differ from the discount rate used by the Company in accruing the SERP Retirement Benefit on its books), of the SERP Retirement Benefit accrued as of the most recent reporting date for the Company prior to such contribution. Upon the occurrence of a Change of Control (whether during or after the Employment Term), the Company shall immediately contribute to the trust an amount sufficient to permit the full payment of the benefit due to Executive. Notwithstanding the establishment of a rabbi trust, the Company's obligation to pay the SERP Retirement Benefit shall constitute a general, unsecured obligation, payable out of its general assets, and the Executive shall not have any rights to any specific asset of the Company. The Executive or his beneficiary shall have only the rights of a general, unsecured creditor against the Company for any distributions due under this paragraph, and the assets of the rabbi trust shall be available to pay the claims of the Company's creditors.

Supplemental Executive Retirement Plan. (ai) The Company shall provide and maintain on Executive's behalf agrees to pay Executive the deferred compensation benefits set forth in this paragraph 3.5 as a supplemental executive retirement plan (the "SERPPlan"). The SERP will provide Executive with an annual base retirement benefit under the Plan (the "SERP Retirement Base Benefit") shall be in the form of an annual straight life annuity in an amount equal to the product of (Aa) six and one-half percent 1.6% times (6 1/2%), multiplied by (Bb) the number of Executive's Base Salary at credited years of service (as defined below) under the time of his retirement, death or other termination of employment with the Company ("Final Base Salary"), multiplied by (C) the amount of years (or portions thereof) that Executive shall have been employed by Company commencing on the Effective Date. Notwithstanding anything herein to the contrary, the maximum number used in subclause (C) of the immediately preceding sentence shall be ten (10) and the minimum number used in subclause Plan times (c) the Executive's final average compensation (as defined below). For purposes hereof, Executive's credited years of service under the immediately preceding sentence Plan shall be four (4), so that the maximum SERP Retirement Benefit shall be 65% of Final Base Salary and the minimum SERP Retirement Benefit shall be 26%. (b) Notwithstanding anything herein equal to the contrarynumber of Executive's years of benefit service with Company, upon the occurrence of a Change of Control (calculated as later defined) or set forth in the event the Continental Airlines Retirement Plan beginning at January 1, 1995; provided, however, that if Executive is terminated without Cause (as later defined) or resigns for Good Reason (as later defined)paid the Termination Payment under this Agreement, Executive shall be vested in a SERP Retirement Benefit further credited with three (3) additional years of service under the Plan. For purposes hereof, Executive's final average compensation shall be equal to the greater of (x1) $420,000.00 or (2) the SERP Retirement Benefit average of the five highest annual cash compensation amounts (or, if Executive has been employed less than five years by Company, the average over the full years employed by the Company) paid to Executive by Company during the consecutive ten calendar years immediately preceding his termination of employment at retirement or otherwise. For purposes hereof, cash compensation shall include base salary plus cash bonuses (including any amounts deferred (other than Stay Bonus amounts described below) pursuant to any deferred compensation plan of the Company), but shall exclude (i) any cash bonus paid on or prior to March 31, 1995, and (ii) any Stay Bonus paid to Executive pursuant to that certain Stay Bonus Agreement between Company and Executive dated as accrued of April 14, 1998. All benefits under the formula set forth abovePlan shall be payable in equal monthly installments beginning on the first day of the month following the Retirement Date. For purposes hereof, "Retirement Date" is defined as the later of (A) the date on which Executive attains (or in the event of his earlier death, would have attained) age 65 or (yB) 40% the date of his retirement from employment with Company. If Executive is not married on the Final Base Salary. (c) Retirement Benefit Date, benefits under the Plan will be paid to Executive commencing upon during his lifetime in the later form of the Base Benefit. If Executive is married on the Retirement Date, benefits under the Plan will be paid in the form of a joint and survivor annuity that is actuarially equivalent (ias defined below) his retirementto the Base Benefit, or (ii) his reaching with Executive's spouse as of the age of seventy (70) years old Retirement Date being entitled during her lifetime after Executive's death to a benefit (the "Survivor's Benefit") equal to 50% of the benefit payable to Executive during their joint lifetimes. In the event of Executive's death prior to the Retirement Age")Date, his surviving spouse, if he is married on the date of his death, will receive beginning on the Retirement Date an amount equal to the Survivor's Benefit calculated as if Executive had retired with a joint and survivor annuity on the date before his date of death. The SERP amount of any benefits payable to Executive and/or his spouse under the Continental Airlines Retirement Benefit will Plan shall be payable as long as offset against benefits due under the Executive shall live, with ten (10) years guaranteed, so that if Executive shall die prior to his retirement or within ten (10) years of his retirement, his estate shall receive the payment of the SERP Retirement Benefit until a total of ten (10) years of such SERP Retirement Benefit shall have been paidPlan. Executive shall be vested immediately with respect to benefits due under the Plan. If Executive's employment with Company terminates for any reason prior to the date which is the fifth anniversary of Executive's first date of employment by the Company, Company shall provide further benefits under the Plan to ensure that Executive is treated for all purposes as if he were fully vested in under the SERP Continental Airlines Retirement Benefit as such benefits accrue, except that Executive shall be fully vested in the minimum SERP Retirement Benefit of 26% as of the Effective DatePlan. (d) The Company shall establish a "rabbi" trust to serve as the funding vehicle for the SERP Retirement Benefit, and shall not less than annually make contributions to the trust in amounts sufficient to provide the present value, discounted at the ten (10) year U.S. Treasury rate then in effect (which discount rate may differ from the discount rate used by the Company in accruing the SERP Retirement Benefit on its books), of the SERP Retirement Benefit accrued as of the most recent reporting date for the Company prior to such contribution. Upon the occurrence of a Change of Control (whether during or after the Employment Term), the Company shall immediately contribute to the trust an amount sufficient to permit the full payment of the benefit due to Executive. Notwithstanding the establishment of a rabbi trust, the Company's obligation to pay the SERP Retirement Benefit shall constitute a general, unsecured obligation, payable out of its general assets, and the Executive shall not have any rights to any specific asset of the Company. The Executive or his beneficiary shall have only the rights of a general, unsecured creditor against the Company for any distributions due under this paragraph, and the assets of the rabbi trust shall be available to pay the claims of the Company's creditors.

Supplemental Executive Retirement Plan. (ai) The Company hereby covenants and agrees that it will maintain in effect for the Employee, and, during the Term, will permit the Employee to participate under the Restated Tower Financial Corporation SERP, a nonqualified, unfunded defined benefit plan, as it will be further amended and restated pursuant to, as required by and in tandem with this Agreement, in the following manner, among others (together with any further necessary or conforming amendments thereto): Employee’s “Average Monthly Compensation,” shall provide and maintain on Executive's behalf a supplemental executive retirement plan be restated as Employee’s highest Base Salary pursuant to Section 4(i) of this Agreement divided by twelve (12); the "SERP"). The SERP will provide Executive with provision providing for an annual benefit ("SERP Retirement Benefit") offset equal to the product value of (A) six and onethe Actuarial Equivalent of the Employee’s Social Security Offset shall be deleted; the “Benefit Factor” shall be restated as sixty-half five percent (6 1/265%), multiplied by ) at Employee’s Normal Retirement Date (B) Executive's Base Salary at the time of his retirement, death or other termination of employment with the Company ("Final Base Salary"), multiplied by (C) the amount of years (or portions thereof) that Executive shall have been employed by Company commencing on the Effective Date. Notwithstanding anything herein to the contrary, the maximum number used in subclause (C) of the immediately preceding sentence which shall be ten age seventy (1070)) and with an agreed-upon smaller Benefit Factor in the minimum number used in subclause (c) of the immediately preceding sentence shall be four (4), so that the maximum event SERP benefits commence prior to said Normal Retirement Benefit shall be 65% of Final Base Salary and the minimum SERP Retirement Benefit shall be 26%. (b) Notwithstanding anything herein to the contrary, upon the occurrence of a Change of Control (as later defined) or Date; in the event the Executive is terminated without Cause (as later defined) or resigns for Good Reason (as later defined)Employee dies before benefits commence under the SERP, Executive a death benefit shall be vested in a SERP Retirement Benefit paid to Employee’s spouse equal to the greater amount of (x) the SERP Retirement Benefit liability accrued on the books of the Company as accrued of Employee’s death; in the event the Employee dies after the commencement of benefits payable under the formula set forth aboveSERP, or (y) 40% a death benefit shall be payable to Employee’s surviving spouse equivalent to the amount of the Final Base SalarySERP liability accrued on the books of the Company as of the date of Employee’s Normal Retirement Date, less the amount of SERP benefits already paid to Employee prior to his death. (c) Retirement Benefit will be paid to Executive commencing upon the later of (i) his retirement, or (ii) his reaching The Employee’s benefits, as and when payable pursuant to the age SERP, shall not be duplicative of seventy (70) years old (any disability payments payable to the "Retirement Age"). The SERP Retirement Benefit will be payable as long as Employee pursuant to the Executive shall live, with ten (10) years guaranteed, so that if Executive shall die prior to his retirement Company’s short-term or within ten (10) years of his retirement, his estate shall receive the payment of the SERP Retirement Benefit until a total of ten (10) years of such SERP Retirement Benefit shall have been paid. Executive shall be fully vested in the SERP Retirement Benefit as such benefits accrue, except that Executive shall be fully vested in the minimum SERP Retirement Benefit of 26% as of the Effective Datelong-term disability plans. (diii) The Company shall establish a "rabbi" trust to serve as the funding vehicle for Employee’s benefits payable under the SERP Retirement Benefit, and shall not less than annually make contributions be permitted to be decreased without the trust in amounts sufficient to provide the present valueEmployee’s prior written approval, discounted but, at the ten (10) year U.S. Treasury rate then in effect (which discount rate may differ from the discount rate used by the Company in accruing the SERP Retirement Benefit on its books), discretion of the SERP Retirement Benefit accrued as Board, may be increased in accordance with the terms and conditions of the most recent reporting date for SERP. (iv) In the Company prior to such contribution. Upon the occurrence event of a Change conflict between this Agreement and the SERP, the terms of Control this Agreement shall govern. (whether during v) In the event of an amendment to or after a termination of the Employment Term)SERP, such that the Employee’s benefits thereunder are limited or terminated, the Company shall immediately contribute be obligated to pay equivalent post-retirement benefits to the trust an amount sufficient Employee as those that would have been payable under the SERP without regard to permit the full payment any such amendment or termination; provided, however, that such equivalent benefits in any event shall be paid in accordance with those provisions of the benefit due to ExecutiveSERP required by Section 409A of the Internal Revenue Code of 1986, as amended. Notwithstanding the establishment Any amount payable under this Section 4(d) may, but need not, be paid from proceeds of a rabbi trustlife insurance policy, the Company's obligation to pay the SERP Retirement Benefit costs of which shall constitute a general, unsecured obligation, payable out of its general assets, and the Executive shall not have any rights to any specific asset of be paid by the Company. The Executive or his beneficiary shall have only In the rights of a general, unsecured creditor against event that the Company elects to purchase such a policy, the Employee shall designate a beneficiary for any distributions due benefit under this paragraph, and Section 4(d) on a form approved by the assets of Company. Any amount payable as a death benefit from the rabbi trust SERP shall be available to pay paid in a lump sum within ninety (90) days following the claims of the Company's creditorsEmployee’s death.

Supplemental Executive Retirement Plan. (ai) The Company shall provide and maintain on Executive's behalf agrees to pay Executive the deferred compensation benefits set forth in this paragraph 3.5 as a supplemental executive retirement plan (the "SERPPlan"). The SERP will provide Executive with an annual base retirement benefit under the Plan (the "SERP Retirement Base Benefit") shall be in the form of an annual straight life annuity in an amount equal to the product of (Aa) six and one-half percent 1.6% times (6 1/2%), multiplied by (Bb) the number of Executive's Base Salary at credited years of service (as defined below) under the time of his retirement, death or other termination of employment with the Company ("Final Base Salary"), multiplied by (C) the amount of years (or portions thereof) that Executive shall have been employed by Company commencing on the Effective Date. Notwithstanding anything herein to the contrary, the maximum number used in subclause (C) of the immediately preceding sentence shall be ten (10) and the minimum number used in subclause Plan times (c) the Executive's final average compensation (as defined below). For purposes hereof, Executive's credited years of service under the immediately preceding sentence Plan shall be four (4), so that the maximum SERP Retirement Benefit shall be 65% of Final Base Salary and the minimum SERP Retirement Benefit shall be 26%. (b) Notwithstanding anything herein equal to the contrarynumber of Executive's years of benefit service with Company, upon the occurrence of a Change of Control (calculated as later defined) or set forth in the event the Continental Airlines Retirement Plan beginning at January 1, 1995; provided, however, that if Executive is terminated without Cause (as later defined) or resigns for Good Reason (as later defined)paid the Termination Payment under this Agreement, Executive shall be vested in a SERP Retirement Benefit further credited with three (3) additional years of service under the Plan. For purposes hereof, Executive's final average compensation shall be equal to the greater of (x1) $375,000.00 or (2) the SERP Retirement Benefit average of the five highest annual cash compensation amounts (or, if Executive has been employed less than five years by Company, the average over the full years employed by the Company) paid to Executive by Company during the consecutive ten calendar years immediately preceding his termination of employment at retirement or otherwise. For purposes hereof, cash compensation shall include base salary plus cash bonuses (including any amounts deferred (other than Stay Bonus amounts described below) pursuant to any deferred compensation plan of the Company), but shall exclude (i) any cash bonus paid on or prior to March 31, 1995, and (ii) any Stay Bonus paid to Executive pursuant to that certain Stay Bonus Agreement between Company and Executive dated as accrued of April 14, 1998. All benefits under the formula set forth abovePlan shall be payable in equal monthly installments beginning on the first day of the month following the Retirement Date. For purposes hereof, "Retirement Date" is defined as the later of (A) the date on which Executive attains (or in the event of his earlier death, would have attained) age 65 or (yB) 40% the date of his retirement from employment with Company. If Executive is not married on the Final Base Salary. (c) Retirement Benefit Date, benefits under the Plan will be paid to Executive commencing upon during his lifetime in the later form of the Base Benefit. If Executive is married on the Retirement Date, benefits under the Plan will be paid in the form of a joint and survivor annuity that is actuarially equivalent (ias defined below) his retirementto the Base Benefit, or (ii) his reaching with Executive's spouse as of the age of seventy (70) years old Retirement Date being entitled during her lifetime after Executive's death to a benefit (the "Survivor's Benefit") equal to 50% of the benefit payable to Executive during their joint lifetimes. In the event of Executive's death prior to the Retirement Age")Date, his surviving spouse, if he is married on the date of his death, will receive beginning on the Retirement Date an amount equal to the Survivor's Benefit calculated as if Executive had retired with a joint and survivor annuity on the date before his date of death. The SERP amount of any benefits payable to Executive and/or his spouse under the Continental Airlines Retirement Benefit will Plan shall be payable as long as offset against benefits due under the Executive shall live, with ten (10) years guaranteed, so that if Executive shall die prior to his retirement or within ten (10) years of his retirement, his estate shall receive the payment of the SERP Retirement Benefit until a total of ten (10) years of such SERP Retirement Benefit shall have been paidPlan. Executive shall be vested immediately with respect to benefits due under the Plan. If Executive's employment with Company terminates for any reason prior to the date which is the fifth anniversary of Executive's first date of employment by the Company, Company shall provide further benefits under the Plan to ensure that Executive is treated for all purposes as if he were fully vested in under the SERP Continental Airlines Retirement Benefit as such benefits accrue, except that Executive shall be fully vested in the minimum SERP Retirement Benefit of 26% as of the Effective DatePlan. (d) The Company shall establish a "rabbi" trust to serve as the funding vehicle for the SERP Retirement Benefit, and shall not less than annually make contributions to the trust in amounts sufficient to provide the present value, discounted at the ten (10) year U.S. Treasury rate then in effect (which discount rate may differ from the discount rate used by the Company in accruing the SERP Retirement Benefit on its books), of the SERP Retirement Benefit accrued as of the most recent reporting date for the Company prior to such contribution. Upon the occurrence of a Change of Control (whether during or after the Employment Term), the Company shall immediately contribute to the trust an amount sufficient to permit the full payment of the benefit due to Executive. Notwithstanding the establishment of a rabbi trust, the Company's obligation to pay the SERP Retirement Benefit shall constitute a general, unsecured obligation, payable out of its general assets, and the Executive shall not have any rights to any specific asset of the Company. The Executive or his beneficiary shall have only the rights of a general, unsecured creditor against the Company for any distributions due under this paragraph, and the assets of the rabbi trust shall be available to pay the claims of the Company's creditors.

Supplemental Executive Retirement Plan. (a) The Company On or prior to the SERP Transfer Date (as defined below), Olsten shall provide and maintain on Executive's behalf a supplemental executive retirement plan amend the Olsten Supplemental Executive Retirement Plan (the "Olsten SERP") to provide (i) that all accrued benefits thereunder of actively employed OHS Employees shall be vested in full as of the SERP Transfer Date (as defined below). The , (ii) that OHS Employees and their dependents and beneficiaries shall cease to participate in and accrue benefits thereunder as of the Olsten SERP will provide Executive with an annual benefit transfer date established by Olsten, which shall be at least two business days prior to the date of the Effective Time (the "SERP Retirement Benefit") equal to the product of (A) six and one-half percent (6 1/2%), multiplied by (B) Executive's Base Salary at the time of his retirement, death or other termination of employment with the Company ("Final Base SalaryTransfer Date"), multiplied by and (C) the amount of years (or portions thereofiii) that Executive no benefits shall have been employed by Company commencing on thereafter be payable under the Effective Date. Notwithstanding anything herein Olsten SERP to the contraryOHS Employees, the maximum number used in subclause Olsten Employees who (C) as of the immediately preceding sentence shall be ten date hereof) are former Olsten Employees or any of their dependents or beneficiaries (10) and the minimum number used in subclause (c) of the immediately preceding sentence shall be four (4"OHS SERP Participants"), so that the maximum SERP Retirement Benefit shall be 65% of Final Base Salary and the minimum SERP Retirement Benefit shall be 26%. (b) Notwithstanding anything herein As of the SERP Transfer Date, OHS shall establish a nonqualified supplemental executive retirement plan substantially similar to the contrary, upon Olsten SERP (the occurrence of a Change of Control (as later defined) or in the event the Executive is terminated without Cause (as later defined) or resigns for Good Reason (as later defined"OHS SERP"), Executive and shall be vested in a SERP Retirement Benefit equal assume all liabilities and obligations with respect to the greater of (x) OHS SERP Participants under the Olsten SERP, whether arising prior to on or after the SERP Retirement Benefit as accrued under the formula set forth above, or Transfer Date (y) 40% notwithstanding any subsequent termination of the Final Base SalaryOlsten SERP). All such liabilities and obligations shall cease to be liabilities or obligations of Olsten as of the SERP Transfer Date. (c) Retirement Benefit will No termination of an Employee's employment shall be paid deemed to Executive commencing upon the later of (i) his retirement, or (ii) his reaching the age of seventy (70) years old (the "Retirement Age"). The SERP Retirement Benefit will be payable as long as the Executive shall live, with ten (10) years guaranteed, so that if Executive shall die prior to his retirement or within ten (10) years of his retirement, his estate shall receive the payment occur for purposes of the OHS SERP Retirement Benefit until as a total result of ten (10) years of such SERP Retirement Benefit shall have been paid. Executive shall be fully vested in the SERP Retirement Benefit any actions taken pursuant to this Agreement or otherwise as such benefits accrue, except that Executive shall be fully vested in the minimum SERP Retirement Benefit of 26% as a result of the Effective Dateconsummation of the transactions contemplated by the Separation Agreement, provided that the Employee remains continuously employed by the OHS Group. (d) The Company As soon as practicable following the SERP Transfer Date, OHS shall establish a "rabbi" trust to serve as be used in connection with the funding vehicle OHS SERP (the "OHS SERP Trust") for the SERP Retirement Benefit, and shall not less than annually make contributions to purpose of aiding in the trust in amounts sufficient to provide provision of benefits under the present value, discounted at the ten (10) year U.S. Treasury rate then in effect (which discount rate may differ from the discount rate used by the Company in accruing the SERP Retirement Benefit on its books), OHS SERP. As of the SERP Retirement Benefit Transfer Date, Olsten shall cause the trustee of the trust under the Olsten SERP (the "Olsten SERP Trust") to transfer to the trustee of the OHS SERP Trust the amount held in the Olsten SERP Trust in excess of the amount necessary to fully satisfy all remaining benefits and obligations under the Olsten SERP upon its termination in accordance with Section 6A(e) and (f) below. (e) Immediately prior to the Effective Time and after the SERP Transfer Date, Olsten shall terminate the Olsten SERP, or cause it to be terminated, shall cause all accrued benefits thereunder of actively employed participants to be vested in full as of the most recent reporting date for of termination of the Company Olsten SERP, and all accrued benefits under the Olsten SERP will be distributed by Olsten, or Olsten will cause such accrued benefits to be distributed, to each participant or beneficiary as soon as administratively practicable in the form of a lump sum payment. In the event the amount of assets in the Olsten SERP Trust (after taking into account the transfer of assets to the OHS SERP Trust under Section 6A(d) above) exceeds the amount necessary to pay all accrued benefits in full under the Olsten SERP, the Closing Intercompany Balance shall be reduced by the amount of such excess. In the event the amount of assets in the Olsten SERP Trust (after taking into account the transfer of assets to the OHS SERP Trust under Section 6A(d) above) is insufficient to pay all accrued benefits under the Olsten SERP in full, the Closing Intercompany Balance shall be increased by the amount of such shortfall. (f) Olsten shall take all actions necessary to effectuate the provisions of this Section 6A and to terminate the Olsten SERP immediately prior to such contribution. Upon the occurrence Effective Time and distribute all accrued benefits thereunder in the form of lump sum payments as soon as practicable thereafter, including, without limitation, amending the Olsten SERP to provide for (i) vesting of all accrued benefits of actively employed participants as of the time of termination of the Olsten SERP and (ii) distribution of all accrued benefits under the Olsten SERP in the form of a Change of Control (whether during or after the Employment Term), the Company shall immediately contribute to the trust an amount sufficient to permit the full payment lump sum as soon as administratively practicable following termination of the benefit due to Executive. Notwithstanding the establishment of a rabbi trust, the Company's obligation to pay the SERP Retirement Benefit shall constitute a general, unsecured obligation, payable out of its general assets, and the Executive shall not have any rights to any specific asset of the Company. The Executive or his beneficiary shall have only the rights of a general, unsecured creditor against the Company for any distributions due under this paragraph, and the assets of the rabbi trust shall be available to pay the claims of the Company's creditorsOlsten SERP.