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EXHIBIT 19
EXECUTIVE SUPPLEMENTAL DEFINED CONTRIBUTION
BENEFIT AGREEMENT
THIS AGREEMENT, made and entered into this 18th day of August, 1995
("Effective Date"), by and between Elco Industries, Inc., a corporation
organized and existing under the laws of the State of Delaware, and its
subsidiaries ("Corporation"), and Xxxxxx Xxxxxxxx, ("Executive").
WITNESSETH:
WHEREAS, the Executive is in the employ of the Corporation and is serving
the Corporation as the President, Industrial Products Group of Elco Industries
inc.; and
WHEREAS, the Corporation desires to provide the Executive with a
supplemental benefit subject to all of the terms and conditions set forth below.
NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained, it is agreed as follows:
ARTICLE 1
1.1 Account. An account shall be maintained in the name of the Executive on
the books of the Corporation ("Account").
(a) Credits to Account. As of the Effective Date, for each calendar month
during the period of July 1, 1995 through the Effective Date, an amount equal to
13.77 percent (or such other percent as may from time to time be determined by
the Board of Directors of Elco Industries, Inc., in its sole discretion) of the
monthly base salary payable to the Executive by the Corporation for such month
shall be credited to the Executive's Account. As of the last day of each
calendar month thereafter, an amount shall be credited to the Executive's
Account which is equal to 13.77 percent (or such other percent as may from time
to time be determined by the Board of Directors of Elco Industries, Inc., in its
sole discretion) of the monthly base salary payable to the Executive by the
Corporation for such month. The aforementioned amounts shall cease to be
credited to an Executive's Account as of the last day of the calendar month in
which occurs the Executive's Benefit Date (as defined in Section 1.2 ),
voluntary termination of employment with the Corporation or discharge by the
Corporation (with or without cause), death, Permanent Disability (as defined in
Section 3.1) or termination of this Agreement pursuant to Section 4.2. In
addition to the amounts based on the Executive's monthly base salary described
above, there shall be a monthly credit to the Executive's Account as of the last
day of each calendar month equal to 0.5654 percent (or such other percent as may
from time to time be determined by the Board of Directors of Elco Industries,
Inc., in its sole discretion) multiplied by the Executive's Account balance as
of the last day of the preceding calendar month. This credit shall continue
until, as is applicable, the Executive's Retirement Payment Commencement Date
described in Section 1.2, Early Benefit Payment Commencement Date described
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in Article 2 or Article 3, voluntary termination of employment with the
Corporation or discharge by the Corporation as described in Section 4.1 or 8.1
or termination of this Agreement as described in Section 4.2. Notwithstanding
the foregoing, with respect to each calendar month during the period of July 1,
1995 through the Effective Date, the monthly credit amounts shall be determined
as described above, but credited to the Executive's Account as of the Effective
Date.
(b) Monthly Base Salary Definition. For purposes of this Section 1.1,
"monthly base salary payable to the Executive by the Corporation for such month"
shall mean the monthly base salary payable to the Executive by the Corporation
determined on the first day of relevant calendar month without any reductions
made to it for tax or employee benefit plan purposes (including, but not limited
to, any reductions made to the Executive's actual compensation for the relevant
calendar month pursuant to an Internal Revenue Code Section 125 or 401(k) plan
or a nonqualified deferred compensation plan) and without any adjustments made
to it for any change in the Executive's monthly base salary rate after the first
day of the relevant calendar month.
1.2 Supplemental Benefit. If the Executive shall continue in the employment
of the Corporation until he attains the age of sixty-five (65), the date of such
occurrence is hereby established to be June 26, 2010 for purposes hereof (the
"Benefit Date"), and he retires from active daily employment with the
Corporation not later than the first day of the calendar month coinciding with
or next following the Benefit Date, or such later date as may be determined by
the Board of Directors of Elco Industries, Inc., in its sole discretion
("Retirement Date"), then the Corporation agrees that it will pay to the
Executive an amount equal to the Annual Amount on the first day of the second
calendar month following the Executive's Retirement Date (the "Retirement
Payment Commencement Date") and on each of the successive fourteen anniversary
dates of that date, until he has received a total of fifteen (15) equal payments
of the Annual Amount. The aggregate amount of such fifteen (15) equal payments
of the Annual Amount is hereinafter referred to as the "Supplemental Benefit".
With respect to the Supplemental Benefit:
(a) The "Annual Amount" shall be calculated so that the present value of
the fifteen (15) equal payments of the Annual Amount, when discounted at 7
percent (or such other percent as may from time to time be determined by the
Board of Directors of Elco Industries, Inc., in its sole discretion) per annum,
is equal to the balance of the Executive's Account as defined in Section 1.1 on
the Retirement Payment Commencement Date.
(b) Acceleration of Payments. The timing of the payments comprising the
Supplemental Benefit may be accelerated by the Board of Directors of Elco
Industries, Inc., in its sole discretion.
(c) Early Retirement Benefit Amount. In the event of the Executive's
retirement prior to the Benefit Date, no benefit shall be payable except in such
amount and upon such terms as may be determined by the Board of Directors of
Elco Industries, Inc., in its sole discretion.
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(d) Death Benefit Amount. In the event that the Executive retires and is
entitled to a Supplemental Benefit pursuant to this Section 1.2, but dies before
receiving the entire Supplemental Benefit, then the remaining payments shall be
made in accordance with the foregoing schedule to such individual or
individuals as the Executive has designated in writing, filed with and been
approved by the Corporation. In the absence of any effective designation of
beneficiary, any such remaining amounts shall be payable to the Executive's duly
qualified executor or administrator.
ARTICLE 2
2.1 Death Prior to Retirement. In the event that the Executive should die
while actively employed by the Corporation at any time after the Effective Date
of this Agreement, the Corporation shall pay the Supplemental Benefit described
in this Article 2 to such individual or individuals as the Executive has
designated in writing, filed with and been approved by the Corporation. In the
absence of any effective designation of a beneficiary, any amounts payable under
this Article 2 shall be payable to the Executive's duly qualified executor or
administrator.
2.2 Payment Schedule. Payment of the Supplemental Benefit described in this
Article 2 shall be made in accordance with the schedule provided in Section 1.2,
except that the date of the Executive's death (the "Early Benefit Date") shall
be substituted for the Benefit Date and the first day of the second calendar
month coinciding with or next following the Early Benefit Date (the "Early
Benefit Payment Commencement Date") shall be substituted for the Retirement
Payment Commencement Date.
2.3 Supplemental Benefit - Death. For purposes of this Article 2, the
"Supplemental Benefit" shall be the aggregate amount of fifteen (15) equal
payments of the Early Annual Amount. The "Early Annual Amount" shall be
calculated so that the present value of the fifteen (15) equal payments of the
Early Annual Amount, when discounted at 7 percent (or such other percent as may
from time to time be determined by the Board of Directors of Elco Industries,
Inc., in its sole discretion) per annum, is equal to the Early Benefit Amount on
the Early Benefit Payment Commencement Date. The "Early Benefit Amount" shall be
the greater of the following two amounts:
(a) Account Balance. The balance of the Executive's Account as defined in
Section 1.1 on the Early Benefit Date; or
(b) Projected 5-Year Account Balance. $174,170, or such greater dollar
amount as may be determined by the Board of Directors of Elco Industries, Inc.,
in its sole discretion.
ARTICLE 3
3.1 Disability Prior to Retirement. "Permanent Disability" for purposes of
this Agreement means the Executive's inability, by reason of any
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physical or mental impairment, to substantially perform the significant aspects
of his regular duties which inability is reasonably contemplated to continue for
at least one (1) year from its inception, as determined by the Board of
Directors of Elco Industries, Inc. In the event that during the period of active
daily employment prior to termination of his employment with the Corporation the
Executive shall incur a Permanent Disability, the Corporation shall pay the
Supplemental Benefit described in this Article 3 to the Executive or his legal
representative. In the event that the Executive incurs a Permanent Disability,
but dies before receiving the entire Supplemental Benefit described in this
Article 3, then the remaining payments shall be made in accordance with the
schedule described in this Article 3 to such individual or individuals as the
Executive has designated in writing, filed with and been approved by the
Corporation. In the absence of any effective designation of a beneficiary, any
amounts payable under this Article 3 shall be payable to the Executive's duly
qualified executor or administrator.
3.2 Payment Schedule. Payment of the Supplemental Benefit described in this
Article 3 shall be made in accordance with Section 2.2 with the date of
Permanent Disability as determined by the Board of Directors of Elco Industries,
Inc. being the Early Benefit Date.
3.3 Supplemental Benefit - Permanent Disability. For purposes of this
Article 3, the "Supplemental Benefit" shall be the amount defined in Article 2.
ARTICLE 4
4.1 Voluntary Termination of Service or Discharge Prior to Retirement. In
the event that the Executive shall voluntarily terminate his employment with the
Corporation or be discharged by the Corporation with or without cause, this
Agreement shall terminate upon the date of voluntary termination of employment
or discharge and no benefits or payments of any kind are to be made hereunder,
except as provided under Section 1.2(c) or 8.1.
4.2 Other Termination of Benefits. The Corporation reserves the right to
terminate this Agreement at any time in the sole discretion of the Board of
Directors of Elco Industries, Inc. In the event that Executive is actively
employed by the Corporation at the time of such termination, he shall be
entitled to the Early Benefit Amount described in Article 2, except that the
date of the Agreement's termination shall be substituted for the date of the
Executive's death as the Early Benefit Date. The timing and other terms of
payment of the Early Benefit Amount to Executive shall be determined by the
Board of Directors of Elco Industries, Inc., in its sole discretion, provided
that in the event that full payment is deferred more than 30 days after such
termination the Corporation shall pay Executive interest compounded annually
from the last day of the calendar month in which the Agreement is terminated on
the unpaid balance at a floating rate equal to the base rate as then announced
from time to time by The First National Bank of Chicago. Full payment of the
amounts described in this
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Section 4.2 shall be made no later than three years after such termination of
this Agreement. In the event that the Executive becomes entitled to an Early
Benefit Amount pursuant to this Section 4.2, but dies before receiving the
entire Early Benefit Amount, then the remaining payments shall be made in the
manner described in this Section 4.2 to such individual or individuals as the
Executive has designated in writing, filed with and been approved by the
Corporation. In the absence of any effective designation of a beneficiary,
any amounts payable under this Section 4.2 shall be payable to the Executive's
duly qualified executor or administrator.
ARTICLE 5
5.1 Alienability. Neither the Executive, his widow, nor any other
beneficiary under this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise
encumber in advance any of the benefits payable hereunder, nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments, alimony
or separate maintenance, owed by the Executive or his beneficiary or any of
them, or be transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise. In the event the Executive or any beneficiary attempts
assignment, commutation, hypothecation, transfer, or disposal of the benefit
hereunder the Corporation's liabilities shall forthwith cease and terminate.
ARTICLE 6
6.1 Participation in Other Plans. Nothing contained in this Agreement shall
be construed to alter, abridge, or in any manner affect the rights and
privileges of the Executive to participate in and be covered by any pension,
profit-sharing, group insurance, bonus stock or similar employee plans which the
Corporation may now or hereafter have.
ARTICLE 7
7.1 No Rights to Assets. The rights of the Executive and his beneficiary
shall be solely those of unsecured general creditors of the Corporation. The
Executive and his beneficiary shall only have the right to receive from the
Corporation those payments as are specified under this Agreement. The Executive
agrees that he and his beneficiary shall have no rights or interests whatsoever
in any asset of this Corporation.
ARTICLE 8
8.1 Change of Control. (a) Notwithstanding any provision in this Agreement
to the contrary, in the event of any Change of Control while the Executive is
actively employed by the Corporation (or if the Executive's voluntary
termination of employment with the Corporation or discharge by the Corporation
occurs prior to a Change of Control at the request of any individual
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or entity acquiring ownership or control of Elco Industries, Inc., or is
reasonably shown to be related to a prospective Change of Control), the
Corporation shall make a lump sum distribution to the Executive within fourteen
days after the earlier to occur of (i) the Executive's voluntary termination of
employment with the Corporation (including death or Permanent Disability) and
(ii) the Executive's discharge by the Corporation. The amount of the lump sum
distribution in either case shall be the present value of a lump sum payment of
$901,223 as of the Executive's Benefit Date when discounted at 7 percent (or
such other percent as may from time to time be determined by the Board of
Directors of Elco Industries, Inc., in its sole discretion) per annum; provided
that, notwithstanding the foregoing, if the Executive's Benefit Date precedes
the date on which the lump sum distribution is made the lump sum distribution
shall be equal to the Executive's Account balance as of the date the lump sum
distribution is paid, and if the Executive's termination of employment is due to
death or Permanent Disability arising after the Change of Control, the amount of
the lump sum distribution shall be the Early Benefit Amount payable pursuant to
Article 2 or 3, as is applicable. If the Executive dies after becoming entitled
to such lump sum distribution but before the distribution is made, such
distribution shall be made to the Executive's beneficiary, and in the absence of
an effective designation of a beneficiary, any such distribution shall be
payable to the Executive's duly qualified executor or administrator.
(b) If the Executive's employment is terminated after a Change of Control,
with or without cause, for any reason other than death or on or after the date
on which the Executive attains age sixty-five (65), then, during the three-year
period after such termination, the Executive shall be included to the extent
eligible thereunder in any and all then existing plans providing general
benefits of the Corporation's employees, including but not limited to, group
life, hospitalization, disability, medical and dental insurance at the expense
of the Corporation, or if such termination renders the Executive ineligible to
participate in any group plan, the Corporation will purchase such individual
insurance policies or other plans providing benefits at least as favorable to
the Executive as those provided prior to the termination.
(c) If the business conducted by the Corporation shall be discontinued
other than in a manner considered a Change of Control while the Executive is
actively employed by the Corporation, the Corporation shall make a lump sum
distribution to the Executive on or prior to the Corporation's discontinuance of
business. The amount of the lump sum distribution shall be the present value of
a lump sum payment of $901,223 as of the Executive's Benefit Date when
discounted at 7 percent (or such other percent as may from time to time be
determined by the Board of Directors of Elco Industries, Inc., in its sole
discretion) per annum; provided that, notwithstanding the foregoing, if the
Executive's Benefit Date precedes the date on which the lump sum distribution is
made, the lump sum distribution shall be equal to the Executive's Account
balance as of the date the lump sum distribution is paid. If the Executive dies
after becoming entitled to such lump sum distribution but before the
distribution is made, such distribution shall be made to the Executive's
beneficiary, and in the absence of an effective designation of a beneficiary,
any such distribution shall be payable to the Executive's duly qualified
executor or administrator.
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(d) Notwithstanding any provision in this Agreement to the contrary, in the
event of any Change of Control while the Executive is not actively employed by
the Corporation but is entitled to one or more payments pursuant to this
Agreement, the Corporation shall make a lump sum distribution to the Executive
within fourteen days after the Change of Control. The amount of the lump sum
distribution shall be the present value of the remaining payment(s) when
discounted at 7 percent (or such other percent as may from time to time be
determined by the Board of Directors of Elco Industries, Inc., in its sole
discretion) per annum. If the Executive dies after becoming entitled to such
lump sum distribution but before the distribution is made, such distribution
shall be made to the Executive's beneficiary, and in the absence of an effective
designation of beneficiary, any such distribution shall be payable to the
Executive's duly qualified executor or administrator.
8.2 Taxes - Gross-Up Payment. Section 3 of the Change of Control Agreement
between Elco Industries, Inc. and the Executive dated March 30, 1995, as amended
(which generally provides for an additional payment to the Executive should any
payment, benefit or distribution (or combination thereof) by Elco Industries,
Inc. or one or more trusts established by ElCO Industries, Inc. for the benefit
of its employees be subject to the excise tax imposed by section 4999 of the
Internal Revenue Code, as amended), shall be applicable with respect to this
Agreement and the benefits provided herein.
8.3 Change of Control. For purposes of this Article, "Change of Control"
means the first to occur of any of the following dates:
(a) the date the Board of Directors of Elco Industries, Inc. votes to
approve:
(i) any consolidation or merger of Elco Industries, Inc.;
(ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of the
assets of Elco Industries, Inc. other than any sale, lease, exchange or
other transfer to any corporation where Elco Industries, Inc. owns,
directly or indirectly, at least seventy percent (70%) of the outstanding
voting securities of such corporation after any such transfer; or
(iii) any plan or proposal for the liquidation or dissolution of Elco
Industries, Inc.;
(b) the date any person (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, hereinafter the "1934 Act"), other than one or
more trusts established by Elco Industries, Inc. or its subsidiaries, shall
become the beneficial owner (within the meaning of Rule 13d-3 under the 0000
Xxx) of thirty percent (30%) or more of outstanding $5 par value common stock of
Elco Industries, Inc.;
(c) the date the Board of Directors of Elco Industries, Inc. authorizes and
approves any transaction which has either a reasonable likelihood
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or a purpose of causing, whether directly or indirectly:
(i) $5 par value common stock of Elco Industries, Inc. to be held of
record by less than 300 persons; or
(ii) $5 par value common stock of Elco Industries, Inc. to be neither
listed on any national securities exchange nor authorized to be quoted on
an inter-dealer quotation system of any registered national securities
association;
(d) the date, during any period of twenty-four (24) consecutive months, on
which individuals who at the beginning of such period constitute the entire
Board of Directors of Elco Industries, Inc. shall cease for any reason to
constitute a majority thereof unless the election, or the nomination for
election by Elco Industries, Inc. stockholders, of each new director comprising
the majority was approved by a vote of at least a majority of the Continuing
Directors as hereinafter defined, in office on the date of such election or
nomination for election of the new director. For purposes hereof, a "Continuing
Director" shall mean:
(i) any member of the Board of Directors of Elco Industries, Inc. at
the close of business on August 18, 1995
(ii) any member of the Board of Directors of Elco Industries, Inc. who
succeeds any Continuing Director described in Section 8.2(d)(i) above if
such successor was elected, or nominated for election by Elco Industries,
Inc. stockholders, by a majority of the Continuing Directors then still in
office; or
(iii) any director elected, or nominated for election by Elco
Industries, Inc. stockholders, to fill any vacancy or newly created
directorship on the Board of Directors of Elco Industries, Inc. by a
majority of the Continuing Directors then still in office; or
(e) the date of commencement by any entity, person, or group (including any
affiliate thereof, other than Elco Industries, Inc.) of a tender offer or
exchange offer for more than twenty percent (20%) of the outstanding $5 par
value common stock of Elco Industries, Inc.
ARTICLE 9
9.1 Named Fiduciary. The Corporation is hereby designated as the named
fiduciary under this Agreement. The named fiduciary shall have authority to
control and manage the operation and administration of this Agreement and to
employ or designate any person or organization to advise or perform services
with respect to the Corporation's responsibilities under this Agreement and to
allocate to such person or organization all, or part of, the responsibility for
the operation and administration of this Agreement.
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ARTICLE 10
10.1 Assignment: Successors. Except as otherwise provided herein, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
Elco Industries, Inc. and the Executive and their respective heirs, personal or
legal representatives, executors, administrators, successors, assigns,
distributees, divisees and legatees. If Elco Industries, Inc. shall be merged
into or consolidated with another entity, the provisions of this Agreement shall
be binding upon and inure to the benefit of the entity surviving such merger or
resulting from such consolidation. Elco Industries, Inc. will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of Elco
Industries, Inc. by agreement in form and substance satisfactory to the
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Elco Industries, Inc. would be required to
perform it if no such succession had taken place. The provisions of this Section
10.1 shall continue to apply to each subsequent employer of the Executive
hereunder in the event of any subsequent merger, consolidation or transfer of
assets of such subsequent employer.
ARTICLE 11
11.1 Amendment and Waiver. This Agreement shall not be amended, altered or
modified except by written agreement signed by the parties hereto, or their
respective successors or permitted assigns. The failure at any time to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver
of such provisions and shall not affect the right of either party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
Article 8 and all Change of Control provisions applicable to the Executive and
contained in this Agreement shall remain in effect through the date of a Change
of Control, and for such period thereafter as is necessary to carry out such
provisions and provide the benefits payable thereunder, and may not be altered
in a manner which adversely affects the Executive without the Executive's prior
written approval.
ARTICLE 12
12.1 Communications. Any notice or communication required of either party
with respect to this Agreement shall be made in writing and may either be
delivered personally or sent by registered or certified mail, return receipt
requested, to:
If to the Corporation:
Elco Industries, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
If to the Executive:
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Xxxxxx X. Xxxxxxxx
------------------------------
0000 Xxxx Xxxxx
------------------------------
Xxxxxxxx, XX
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Each party shall have the right by written notice to change the place to which
any notice may be addressed.
ARTICLE 13
13.1 Not a Contract of Employment. This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Executive, or restrict the right of the Executive to terminate his employment.
13.2 Not in Lieu of Other Compensation. The salary continuation benefits
provided by this Agreement are granted by the Corporation as a fringe benefit to
the Executive and are not part of any salary reduction plan or an arrangement
deferring a bonus or a salary increase. The Executive has no option to take any
current payment or bonus in lieu of these salary continuation benefits.
ARTICLE 14
14.1 Claims Procedure. If an Executive or the Executive's beneficiary (or
qualified executor or administrator) fails to receive benefits to which such
Executive or beneficiary (or qualified executor or administrator) feels
entitled under this Agreement, such Executive or beneficiary (or qualified
executor or administrator) shall submit a claim for such benefits in writing to
the Corporation within 60 days of the date the Executive or beneficiary (or
qualified executor or administrator) would have received such benefits if so
entitled. Such claim shall be reviewed by the Corporation. If the claim is
denied, in full or in part, the Corporation shall provide a written notice in a
manner calculated to be understood by the claimant within 90 days setting forth
the specific reasons for denial, specific reference to the provisions of this
Agreement upon which the denial is based, and any additional material or
information necessary to perfect the claim, if any, and an explanation of why
such material or information is necessary. Also, such written notice shall
indicate the steps to be taken if a review of the denial is desired.
If a claim is denied in full or in part and a review is desired, the
Executive or his beneficiary (or qualified executor or administrator) shall so
notify the Corporation in writing within 60 days after receiving a denial of
claim and a claim shall be deemed denied if the Corporation does not take any
action within the aforesaid 90-day period. In requesting a review, the Executive
or his beneficiary (or qualified executor or administrator) may review this
Agreement or any documents relating to it and submit any written issues and
comments he may feel appropriate. In its sole discretion, the Corporation shall
then review the claim and provide a written decision within 60 days after
receipt
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of the request for review unless special circumstances require an extension of
time for processing in which case a decision shall be rendered as soon as
possible, but no later than 120 days after receipt of a request for review. This
decision shall state the specific reasons for the decision and shall include
reference to specific provisions of this Agreement on which the decision is
based and be written in a manner calculated to be understood by the claimant.
All determinations made by the Corporation shall be conclusive upon the
Executive, his beneficiary (or qualified executor or administrator) or any other
person claiming benefits pursuant to this Agreement.
ARTICLE 15
15.1 Withholding for Taxes. Notwithstanding any other provision of the
Agreement, the Corporation may withhold from any payment to be made pursuant to
this Agreement such amounts as may be required for purposes of complying with
the tax withholding provisions of the Internal Revenue Code of 1986, as amended,
any state's income tax act or any applicable similar laws,
ARTICLE 16
16.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of the State of
Illinois.
16.2 Disputes. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Chicago,
Illinois, or, at the option of the Executive, in the county where the Executive
then resides, in accordance with the Rules of the American Arbitration
Association then in effect, except that if the Executive institutes an action
relating to this Agreement, the Executive may, at the Executive's option, bring
that action in a court of competent jurisdiction. Judgement may be entered on an
arbitrator's award relating to this Agreement in any court having jurisdiction.
Notwithstanding the pendency of any dispute in connection with this Agreement,
Elco Industries, Inc. will continue to pay the Executive his full compensation
in effect when the notice giving rise to the dispute was given and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the dispute is finally resolved in accordance with this Section
16.2. Amounts paid under this Section 16.2 are in addition to all other amounts
due under this Agreement and shall not be offset against or reduce any other
amounts due under this Agreement.
16.3 Costs of Proceedings. Elco Industries, Inc. shall pay all costs and
expenses, including attorneys' fees and disbursements, at least monthly, of the
Executive in connection with any legal proceeding (including arbitration),
whether or not instituted by Elco Industries, Inc. or the Executive, relating to
the interpretation or enforcement of any provision of this Agreement, except
that if the Executive instituted the proceeding and the judge,
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arbitrator or other individual presiding over the proceeding affirmatively finds
the Executive instituted the proceeding in bad faith, the Executive shall pay
all costs and expenses, including attorney's fees and disbursements, of Elco
Industries, Inc. Elco Industries, Inc. shall pay prejudgment interest on any
money judgment obtained by the Executive as a result of such a proceeding,
calculated at the rate which The First National Bank of Chicago announces from
time to time as its prime lending rate as in effect from time to time, from the
date that payment should have been made to the Executive under this Agreement.
ARTICLE 17
17.1 Headings. The headings used in this Agreement are included solely for
convenience of reference and shall not control the meaning or interpretation of
any provision of this Agreement.
17.2 Severability. If, for any reason, any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each other provision shall to the full extent
consistent with the law continue in full force and effect. If any provision of
this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with the law continue in full force and effect.
17.3 Gender and Number. The masculine pronoun whichever used herein shall
be deemed to include the feminine and the neuter, the singular shall be deemed
to include the plural and the plural shall be deemed to include the singular
wherever the context requires.
ARTICLE 18
18.1 No Duplication of Benefits. Notwithstanding any provision of this
Agreement to the contrary, the Executive shall not receive benefit payments
pursuant to this Agreement and the Executive Supplemental Benefit Agreement
between Elco Industries, Inc. and the Executive dated March 30, 1995, as amended
("Defined Benefit Agreement") and upon an event entitling the Executive (or his
beneficiary or qualified executor or administrator) to a benefit payment under
this Agreement or the Defined Benefit Agreement, the Executive (or his
beneficiary or qualified executor or administrator) shall only be entitled to
benefit payments from whichever of the aforementioned Agreements entitles the
Executive (or his beneficiary or qualified executor or administrator) to the
greatest total benefit amount. Additionally, once an Executive becomes entitled
to benefit payments pursuant to this Agreement because of a particular event, he
is not eligible to receive benefit payments pursuant to this Agreement because
of a different event except to the extent explicitly provided in this Agreement,
such as with respect to a subsequent Change of Control or death.
18.2 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties with respect to the subject matter hereof
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and supersedes all prior agreements and understandings between the Corporation
and the Executive.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed and the Executive has hereunto set his hand at Rockford, Illinois (town
& state) the day and year first above written.
ELCO INDUSTRIES, INC. and its
subsidiaries
By: /s/ XXXX X. XXXX
--------------------------------
Its: President & CEO
-------------------------------
/s/ XXXXXX X. XXXXXXXX
-----------------------------------
(ADD EXECUTIVE'S NAME)
/s/
---------------------------------------
Chairman, Compensation Committee
-13-
14
EXECUTIVE SUPPLEMENTAL DEFINED CONTRIBUTION BENEFIT AGREEMENT
BENEFICIARY DESIGNATION FORM
TO: Elco Industries, Inc.
FROM: /s/ XXXXXX X. XXXXXXXX
--------------------------------------------------------
DATE: 8/18/95
-------------------------------
-------------------------------------------------------------------------------
In the event of my death prior to my receipt of all payments and benefits
due me under the Executive Supplemental Defined Contribution Benefit Agreement
dated March 30, 1995, as amended, I hereby designate the person or persons named
below who are living at the time of my death to receive all amounts and benefits
due me under the terms of such Agreement as follows:
=======================================================================================
SOCIAL
SECURITY PERCENTAGE
NAME ADDRESS NUMBER RELATIONSHIP OF TOTAL
=======================================================================================
1. Xxxxxxxx X. Xxxxxxxx 0000 Xxxx Xxxxxx ###-##-#### Wife 100%
---------------------------------------------------------------------------------------
2.
---------------------------------------------------------------------------------------
3.
---------------------------------------------------------------------------------------
4.
---------------------------------------------------------------------------------------
TOTAL: 100%
=======================================================================================
I hereby revoke all prior Beneficiary Designations made previously and
expressly reserve the right to change or revoke this Beneficiary Designation,
but understand that no such change or revocation shall be effective unless it is
signed by me and filed with Elco Industries, Inc.
/s/ XXXXXX X. XXXXXXXX
-----------------------------------
Signature
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Accepted by Elco Industries, Inc.
By: /s/ X.X. XXXXX 8/21/95
------------------------------ ----------------------
Date
15
16-Aug-95
Xxx Xxxxxxxx
Supplemental Benefit Agreement
Annual Monthly 7.0% Annual
Base Base Contribution Contribution 0.5654% Benefit Account
Month Salary Salary % Amount Interest Amount Balance
07/95 $194,670.00 $16,222.50 13.77% $2,233.84 $2,233.84
08/95 $194,670.00 $16,222.50 13.77% $2,233.84 $12.63 $4,480.31
09/95 $194,670.00 $16,222.50 13.77% $2,233.84 $25.33 $6,739.48
10/95 $194,670.00 $16,222.50 13.77% $2,233.84 $38.11 $9,011.43
11/95 $194,670.00 $16,222.50 13.77% $2,233.84 $50.95 $11,296.22
12/95 $194,670.00 $16,222.50 13.77% $2,233.84 $63.87 $13,593.93
01/96 $194,670.00 $16,222.50 13.77% $2,233.84 $76.86 $15,904.63
02/96 $202,456.80 $16,871.40 13.77% $2,323.19 $89.92 $18,317.74
03/96 $202,456.80 $16,871.40 13.77% $2,323.19 $103.57 $20,744.50
04/96 $202,456.80 $16,871.40 13.77% $2,323.19 $117.29 $23,184.98
05/96 $202,456.80 $16,871.40 13.77% $2,323.19 $131.09 $25,639.26
06/96 $202,456.80 $16,871.40 13.77% $2,323.19 $144.96 $28,107.41
07/96 $202,456.80 $16,871.40 13.77% $2,323.19 $158.92 $30,589.52
08/96 $202,456.80 $16,871.40 13.77% $2,323.19 $172.95 $33,085.66
09/96 $202,456.80 $16,871.40 13.77% $2,323.19 $187.07 $35,595.92
10/96 $202,456.80 $16,871.40 13.77% $2,323.19 $201.26 $38,120.37
11/95 $202,456.80 $16,871.40 13.77% $2,323.19 $215.53 $40,659.09
12/95 $202,456.80 $16,871.40 13.77% $2,323.19 $229.89 $43,212.17
01/97 $202,456.80 $16,871.40 13.77% $2,323.19 $244.32 $45,779.68
02/97 $210,555.07 $17,546.26 13.77% $2,416.12 $258.84 $48,454.64
03/97 $210,555.07 $17,546.26 13.77% $2,416.12 $273.96 $51,144.72
04/97 $210,555.07 $17,546.26 13.77% $2,416.12 $289.17 $53,850.01
05/97 $210,555.07 $17,546.26 13.77% $2,416.12 $304.47 $56,570.60
06/97 $210,555.07 $17,546.26 13.77% $2,416.12 $319.85 $59,306.57
07/97 $210,555.07 $17,546.26 13.77% $2,416.12 $335.32 $62,058.01
08/97 $210,555.07 $17,546.26 13.77% $2,416.12 $350.88 $64,825.01
09/97 $210,555.07 $17,546.26 13.77% $2,416.12 $366.52 $67,607.65
10/97 $210,555.07 $17,546.26 13.77% $2,416.12 $382.25 $70,406.02
11/97 $210,555.07 $17,546.26 13.77% $2,416.12 $398.08 $73,220.22
12/97 $210,555.07 $17,546.26 13.77% $2,416.12 $413.99 $76,050.33
01/98 $210,555.07 $17,546.26 13.77% $2,416.12 $429.99 $78,896.44
02/98 $218,977.27 $18,248.11 13.77% $2,512.76 $446.08 $81,855.28
03/98 $218,977.27 $18,248.11 13.77% $2,512.76 $462.81 $84,830.85
04/98 $218,977.27 $18,248.11 13.77% $2,512.76 $479.63 $87,823.24
05/98 $218,977.27 $18,248.11 13.77% $2.512.76 $496.55 $90,832.55
06/98 $218,977.27 $18,248.11 13.77% $2,512.76 $513.57 $93,858.88
07/98 $218,977.27 $18,248.11 13.77% $2,512.76 $530.68 $96,902.32
08/98 $218,977.27 $18,248.11 13.77% $2,512.76 $547.89 $99,962.97
09/98 $218,977.27 $18,248.11 13.77% $2,512.76 $565.19 $103,040.92
10/98 $218,977.27 $18,248.11 13.77% $2,512.76 $582.59 $106,136.27
11/98 $218,977.27 $18,248.11 13.77% $2,512.76 $600.09 $109,249.12
12/98 $218,977.27 $18,248.11 13.77% $2,512.76 $617.69 $112,379.57
01/99 $218,977.27 $18,248.11 13.77% $2,512.76 $635.39 $115,527.72
02/99 $227,736.36 $18,978.03 13.77% $2,613.27 $653.19 $118,794.18
03/99 $227,736.36 $18,978.03 13.77% $2,613.27 $671.66 $122,079.11
04/99 $227,736.36 $18,978.03 13.77% $2,613.27 $690.24 $125,382.62
05/99 $227,735.36 $18,978.03 13.77% $2,613.27 $708.91 $128,704.80
06/99 $227,736.36 $18,978.03 13.77% $2,613.27 $727.70 $132,045.77
07/99 $227,736.36 $18,978.03 13.77% $2,613,27 $746.59 $135,405.63
08/99 $227,736.36 $18,978.03 13.77% $2.613.27 $765.58 $138,784.48
09/99 $227,736.36 $18,978.03 13,77% $2,613.27 $784.69 $142,182.44
10/99 $227,736.36 $18,978.03 13.77% $2,613.27 $803.90 $145,599.61
11/99 $227,736.36 $18,978.03 13.77% $2,613.27 $823.22 $149,036.10
12/99 $227,736.38 $18,978.03 13.77% $2,613.27 $842.65 $152,492.02
01/00 $227,736.36 $18,978.03 13.77% $2,613.27 $862.19 $155,967.48
02/00 $238,845.81 $19.737.15 13.77% $2,717.81 $881.84 $159,567.13
03/00 $236,845.81 $19,737.15 13.77% $2,717.81 $902.19 $163,187.13
16
16-Aug-95
Xxx Xxxxxxxx
Supplemental Benefit Agreement
Annual Monthly 7.0% Annual
Base Base Contribution Contribution 0.5654% Benefit Account
Month Salary Salary % Amount Interest Amount Balance
04/00 $236,845.81 $19,737.15 13.77% $2,717.81 $922.66 $166,827.60
05/00 $236,845.81 $19,737.15 13.77% $2,717.81 $943.24 $170,488.65
06/00 $236,845.81 $19,737.15 13.77% $2,717.81 $963.94 $174,170.40
07/00 $236,845.81 $19,737.15 13.77% $2,717.81 $984.76 $177,872.97
08/00 $236,845.81 $19,737.15 13.77% $2,717.81 $1,005.69 $181,596.47
09/00 $236,845.81 $19,737.15 13.77% $2,717.81 $1,026.75 $185,341.03
10/00 $236,845.81 $19,737.15 13.77% $2,717.81 $1,047.92 $189,106.76
11/00 $236,845.81 $19,737.15 13.77% $2,717.81 $1,069.21 $192,893.78
12/00 $236,845.81 $19,737.15 13.77% $2,717.81 $1,090.62 $196,702.21
01/01 $236,845.81 $19,737.15 13.77% $2,717.81 $1,112.15 $200,532.17
02/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,133.81 $204,492.50
03/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,156.20 $208,475.22
04/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,178.72 $212,480.46
05/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,201.36 $216,508.34
06/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,224.14 $220,559.00
07/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,247.04 $224,632.56
08/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,270.07 $228,729.15
09/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,293.23 $232,848.90
10/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,316.53 $236,991.95
11/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,339.95 $241,158.42
12/01 $246,319.64 $20,526.64 13.77% $2,826.52 $1,363.51 $245,348.45
01/02 $246,319.64 $20,526.64 13.77% $2,826.52 $1,387.20 $249,562.17
02/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,411.02 $253,912.77
03/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,435.62 $258,287.97
04/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,460.36 $262,687.91
05/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,485.24 $267,112.73
06/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,510.26 $271,562.57
07/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,535.41 $276,037.56
08/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,560.72 $280,537.86
09/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,586.16 $285,063.60
10/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,611.75 $289,614.93
11/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,637.48 $294,191.99
12/02 $256,172.43 $21,347.70 13.77% $2,939.58 $1,663.36 $298,794.93
01/03 $256,172.43 $21,347.70 13.77% $2,939.58 $1,689.39 $303,423.90
02/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,715.56 $308,196.62
03/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,742.54 $312,996.32
04/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,769.68 $317,823.16
05/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,796.97 $322,677.29
06/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,824.42 $327,558.87
07/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,852.02 $332,468.05
08/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,879.77 $337,404.98
09/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,907.69 $342,369.83
10/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,935.76 $347,362.75
11/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,963.99 $352,383.90
12/03 $266,419.33 $22,201.61 13.77% $3,057.16 $1,992.38 $357,433.44
01/04 $266,419.33 $22,201.61 13.77% $3,057.16 $2,020.93 $362,511.53
02/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,049.64 $367,740.62
03/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,079.21 $372,999.28
04/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,108.94 $378,287.67
05/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,138.84 $383,605.96
06/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,168.91 $388,954.32
07/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,199.15 $394,332.92
08/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,229.56 $399,741.93
09/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,260.14 $405,181.52
10/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,290.90 $410,651.87
11/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,321.83 $416,153.15
12/04 $277,076.10 $23,089.68 13.77% $3,179.45 $2,352.93 $421,685.53
01/05 $277,076.10 $23,089.68 13.77% $3,179.45 $2,384.21 $427,249.19
02/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,415.67 $432,971.49
03/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,448.02 $438,726.14
04/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,480.56 $444,513.33
05/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,513.28 $450,333.24
06/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,546.18 $456,186.05
07/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,579.28 $462,071.96
17
16-Aug-95
Xxx Xxxxxxxx
Supplemental Benefit Agreement
Annual Monthly 7.0% Annual
Base Base Contribution Contribution 0.5654% Benefit Account
Month Salary Salary % Amount Interest Amount Balance
08/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,612.55 $467,991.14
09/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,646.02 $473,943.79
10/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,679.68 $479,930.10
11/05 $288,159.14 $24,013.26 13.77% $3.306.63 $2,713.52 $485,950.25
12/05 $288,159.14 $24,013.26 13.77% $3,306.63 $2,747.56 $492,004.44
01/06 $288,159.14 $24,013.26 13.77% $3,306.63 $2,781.79 $498,092.86
02/06 $299,685.51 $24,973.79 13.77% $3,438.89 $2,816.22 $504,347.97
03/06 $299,685.51 $24,973.79 13.77% $3,438.89 $2,851.58 $510,638.44
04/06 $299,685.51 $24,973.79 13.77% $3,438.89 $2,887.15 $516,964.48
05/06 $299,685.51 $24,973.79 13.77% $3,438.89 $2,922.92 $523,326.29
06/06 $299,685.51 $24,973.79 13.77% $3,438.89 $2,958.89 $529,724.07
07/06 $299,685.51 $24,973.79 13.77% $3,438.89 $2,995.06 $536,158.02
08/06 $299,685.51 $24,973.79 13.77% $3,438.89 $3,031.44 $542,628.35
09/06 $299,685.51 $24,973.79 13.77% $3,438.89 $3,068.02 $549,135.26
10/06 $299,685.51 $24,973.79 13.77% $3,438.89 $3,104.81 $555,678.96
11/06 $299,685.51 $24,973.79 13.77% $3,438.89 $3,141.81 $562,259.66
12/O6 $299,685.51 $24,973.79 13.77% $3,438.89 $3,179.02 $568,877.57
01/07 $299,685.51 $24,973.79 13.77% $3,438.89 $3,216.43 $575,532.89
02/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,254.06 $582,363.40
03/07 $311,672.93 $25,972,74 13.77% $3,576.45 $3,292.68 $589,232.53
04/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,331.52 $596,140.50
05/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,370.58 $603,087.53
06/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,409.86 $610,073.84
07/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,449.36 $617,099.65
O8/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,489.08 $624,165.18
09/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,529.03 $631,270.66
10/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,569.20 $638,416.31
11/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,609.61 $645,602.37
12/07 $311,672.93 $25,972.74 13.77% $3,576.45 $3,650.24 $652,829.06
01/08 $311,672.93 $25,972.74 13.77% $3,576.45 $3,691.10 $660,096.61
02/08 $324,139.85 $27,011.65 13.77% $3,719.50 $3,732.19 $667,548.30
03/08 $324,139.85 $27,011.65 13.77% $3,719.50 $3,774.32 $675,042.12
04/08 $324,139.85 $27,011.65 13.77% $3,719.50 $3,816.69 $682,578.31
05/08 $324,139.85 $27,011.65 13.77% $3,719.50 $3,859.30 $690,157.11
06/08 $324,139.85 $27,011.65 13.77% $3,719.50 $3,902.15 $697,778.76
07/08 $324,139.85 $27,011.65 13.77% $3,719.50 $3,945.24 $705,443.50
O8/08 $324,139.85 $27,011.65 13.77% $3,719.50 $3,988.58 $713,151.58
09/08 $324,139.85 $27,011.65 13.77% $3,719.50 $4,032.16 $720,903.24
10/08 $324,139.85 $27,011.65 13.77% $3,719.50 $4,075.99 $728,698.73
11/08 $324,139.85 $27,011.65 13.77% $3,719.50 $4,120.06 $736,538.29
12/08 $324,139.85 $27,011.65 13.77% $3,719.50 $4,164.39 $744,422.18
01/09 $324,139.85 $27,011.65 13.77% $3,719.50 $4,208.96 $752,350.64
02/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,253.79 $760,472.71
03/O9 $337,105.44 $28,092.12 13.77% $3,868.28 $4,299.71 $768,640.70
04/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,345.89 $776,854.87
05/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,392.34 $785,115.49
06/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,439.04 $793,422.81
07/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,486.01 $801,777.10
08/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,533.25 $810,178.63
09/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,580.75 $818,627.66
10/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,628.52 $827,124.46
11/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,676.56 $835,669.30
12/09 $337,105.44 $28,092.12 13.77% $3,868.28 $4,724.87 $844,262.45
01/10 $337,105.44 $28,092.12 13.77% $3,868.28 $4,773.46 $852,904.19
02/10 $350,589.66 $29,215.81 13.77% $4,023.02 $4,822.32 $861,749.53
03/10 $350,589.66 $29,215.81 13.77% $4,023.02 $4,872.33 $870,644.88
04/10 $350,589.66 $29,215.81 13.77% $4,023.02 $4,922.63 $879,590.53
05/10 $350,589.66 $29,215.81 13.77% $4,023.02 $4,973.20 $888,586.75
06/10 $280,921.20 $23,410.10 13.77% $3,223.57 $4,345.89 $896,156.21
07/10 $5,066.87 $901,223.08
08/10 $4,717.69 $92,476.12 $813,464.65
09/10 $4,717.69 $818,182.34
18
16-Aug-95
Xxx Xxxxxxxx
Supplemental Benefit Agreement
Annual Monthly 7.0% Annual
Base Base Contribution Contribution 0.5654% Benefit Account
Month Salary Salary % Amount Interest Amount Balance
10/10 $4,717.69 $822,900.03
11/10 $4,717.69 $827,617.72
12/10 $4,717.69 $832,335.41
01/11 $4,717.69 $837,053.10
02/11 $4,717.69 $841,770.79
03/11 $4,717.69 $846,488.48
04/11 $4,717.69 $851,206.17
05/11 $4,717.69 $855,923.86
06/11 $4,717.69 $860,641.55
07/11 $4,717.69 $865,359.24
08/11 $4,508.49 $92,476.12 $777,391.61
09/11 $4,508.49 $781,900.10
10/11 $4,508.49 $786,408.59
11/11 $4,508.49 $790,917.08
12/11 $4,508.49 $795,425.57
01/12 $4,508.49 $799,934.06
02/12 $4,508.49 $804,442.55
03/12 $4,508.49 $808,951.04
04/12 $4,508.49 $813,459.53
05/12 $4,508.49 $817,968.02
06/12 $4,508.49 $822,476.51
07/12 $4,508.49 $826,985.00
08/12 $4,284.64 $92,476.12 $738,793.52
09/12 $4,284.64 $743,078.16
10/12 $4,284.64 $747,362.80
11/12 $4,264.64 $751,647.44
12/12 $4,284.64 $755,932.08
01/13 $4,284.64 $760,216.72
02/13 $4,284.64 $764,501.36
03/13 $4,284.64 $768,786.00
04/13 $4,284.64 $773,070.64
O5/13 $4,284.64 $777,355,28
06/13 $4,284.64 $781,639.92
07/13 $4,284.64 $785,924.56
08/13 $4,045.12 $92,476.12 $697,493.56
O9/13 $4,045.12 $701,538.68
10/13 $4,045.12 $705,583.80
11/13 $4,045.12 $709,628.92
12/13 $4,045.12 $713,674.04
01/14 $4,045.12 $717,719.16
02/14 $4,045.12 $721,764.28
03/14 $4,045.12 $725,809.40
04/14 $4,045.12 $729,854.52
O5/14 $4,045.12 $733,899.64
O6/14 $4,045.12 $737,944.76
07/14 $4,045.12 $741,989.88
08/14 $3,788.83 $92,476.12 $653,302.59
09/14 $3,788.83 $657,091.42
10/14 $3,788.83 $660,880.25
11/14 $3,788.83 $664,669.08
12/14 $3,788.83 $668,457.91
01/15 $3,788.83 $672,246.74
02/15 $3,788.83 $676,035.57
03/15 $3,788.83 $679,824.40
04/15 $3,788.83 $683,613.23
05/15 $3,788.83 $687,402,06
06/15 $3,788.83 $691,190.89
07/15 $3,788.83 $694,979.72
08/15 $3,514.60 $92,476.12 $606,018.20
09/15 $3,514.60 $609,532.80
10/15 $3,514.60 $613,047.40
11/15 $3,514.60 $616,562.00
12/15 $3,514.60 $620,076.60
19
16-Aug-95
Xxx Xxxxxxxx
Supplemental Benefit Agreement
Annual Monthly 7.0% Annual
Base Base Contribution Contribution 0.5654% Benefit Account
Month Salary Salary % Amount Interest Amount Balance
01/16 $3,514.60 $623,591.20
02/16 $3,514.60 $627,105.80
03/16 $3,514.60 $630,620.40
04/16 $3,514.60 $634,135.00
05/16 $3,514.60 $637,649.60
06/16 $3,514.60 $641,164.20
07/16 $3,514.60 $644,678.80
08/16 $3,221.18 $92,476.12 $555,423.86
09/16 $3,221.18 $558,645.04
10/16 $3,221.18 $561,866.22
11/16 $3,221.18 $565,087.40
12/16 $3,221.18 $558,308.58
01/17 $3,221.18 $571,529.76
02/17 $3,221.18 $574,750.94
03/17 $3,221.18 $577,972.12
04/17 $3,221.18 $581,193.30
05/17 $3,221.18 $584,414.48
06/17 $3,221.18 $587,635.66
07/17 $3,221.18 $590,856.94
08/17 $2,907.22 $92,476.12 $501,287.94
09/17 $2,907.22 $504,195.16
10/17 $2,907.22 $507,102.38
11/17 $2,907.22 $510,009.60
12/17 $2,907.22 $512,916.82
01/18 $2,907.22 $515,824.04
02/18 $2,907.22 $518,731.26
03/18 $2,907.22 $521,638.48
04/18 $2,907.22 $524,645.70
05/18 $2,907.22 $527,452.92
06/18 $2,907.22 $530,360.14
07/18 $2,907.22 $533,267.36
08/18 $2,571.28 $92,476.12 $443,362.52
09/18 $2,571.28 $445,933.80
10/18 $2,571.28 $448,505.08
11/18 $2,571.28 $451,076.36
12/18 $2,571.28 $453,647.64
01/19 $2,571.28 $456,218.92
02/19 $2,571.28 $458,790.20
03/19 $2,571.28 $461,361.48
04/19 $2,571.28 $463,932.76
05/19 $2,571.28 $466,504.04
06/19 $2,571.28 $469,075.32
07/19 $2,571.28 $471,646.60
08/19 $2,211.83 $92,476.12 $381,382.31
09/19 $2,211.83 $383,594.14
10/19 $2,211.83 $385,805.97
11/19 $2,211.83 $388,017.80
12/19 $2,211.83 $390,229.63
01/20 $2,211.83 $392,441.46
02/20 $2,211.83 $394,653.29
03/20 $2,211.83 $396,865.12
04/20 $2,211.83 $399,076.95
05/20 $2,211.83 $401,288.78
06/20 $2,211.83 $403,500.61
07/20 $2,211.83 $405,712.44
08/20 $1,827.21 $92,476.12 $315,063.53
09/20 $1,827.21 $316,890.74
10/20 $1,827.21 $318,717.95
11/20 $1,827.21 $320,545.16
12/20 $1,827.21 $322,372.37
01/21 $1,827.21 $324,199.58
02/21 $1,827.21 $326,026.79
20
16-Aug-95
Xxx Xxxxxxxx
Supplemental Benefit Agreement
Annual Monthly 7.0% Annual
Base Base Contribution Contribution 0.5654% Benefit Account
Month Salary Salary % Amount Interest Amount Balance
03/21 $1,827.21 $327,854.00
04/21 $1,827.21 $329,681.21
05/21 $1,827.21 $331,508.42
06/21 $1,827.21 $333,335.63
07/21 $1,827.21 $335,162.84
08/21 $1,415.67 $92,476.12 $244,102.39
09/21 $1,415.67 $245,518.06
10/21 $1,415.67 $246,933.73
11/21 $1,415.67 $248,349,40
12/21 $1,415.67 $249,765.07
01/22 $1,415.67 $251,180.74
02/22 $1,415.67 $252,596.41
03/22 $1,415.67 $254,012.08
04/22 $1,415.67 $255,427.75
O5/22 $1,415.67 $256,843.42
06/22 $1,415.67 $258,259.09
07/22 $1,415.67 $259,674.76
08/22 $975.33 $92,476.12 $168,173.97
09/22 $975.33 $169,149.30
10/22 $975.33 $170,124.63
11/22 $975.33 $171,099.96
12/22 $975.33 $172,075.29
01/23 $975.33 $173,050.62
02/23 $975.33 $174,025.95
03/23 $975.33 $175,001.28
04/23 $975.33 $175,976.61
05/23 $975.33 $176,951.94
06/23 $975.33 $177,927.27
07/23 $975.33 $178,902.60
08/23 $504.15 $92,476.12 $86,930.63
09/23 $304.15 $87,434.78
10/23 $504.15 $87,938.93
11/23 $504.15 $88,443.08
12/23 $504.15 $88,947.23
01/24 $504.15 $89,451.38
02/24 $504.15 $89,955.53
03/24 $504.15 $90,459.68
04/24 $504.15 $90,963.83
05/24 $504.15 $91,467.98
06/24 $504.15 $91,972.13
07/24 $504.15 $92,476.28
08/24 $0.00 $92,476.12 $0.16
