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Exhibit 10(uu)
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AMENDMENT OF
SUPPLEMENTAL PENSION BENEFIT AGREEMENT
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THIS AMENDING AGREEMENT made as of the 1st day of August, 1997
by and between XXXXX TELECOM INC., a Delaware Corporation, ("Xxxxx") having its
principal executive offices at Beachwood, Ohio, and X. XXXXXXXX XXXXX, of
Xxxxxxxxxx, Xxxxxxx, Xxxxxx ("Xxxxx").
RECITALS
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X. Xxxxx maintains a retirement plan for employees designated
as the Xxxxx Telecom Inc. Corporate Retirement Plan (the "Pension Plan"), which
is intended to meet the requirements of a "qualified plan" under the Internal
Revenue Code of 1986, as amended (the "Code"); and
X. Xxxxx and Xxxxx have previously entered into a
Supplemental Pension Benefit Agreement, dated as of December 6, 1983 (the
"Pension Agreement") and amended as of December 20, 1990, intended to provide an
aggregate level of non-qualified and qualified pension benefits payable under
the Pension Plan, whether or not such Pension Plan benefits are limited in
amount by provisions of the Code affecting qualified plans only.
NOW, THEREFORE, in consideration of the premises and of
Xxxxx' services and significant contributions to Xxxxx, the parties hereto
agree as follows:
I.
Paragraph 3 of the Pension Agreement is hereby amended by the
addition of a new paragraph following the first paragraph thereof as follows:
"Xxxxx may elect to receive his remaining Supplemental Pension
Benefit in a single cash lump sum payment. If Xxxxx so elects, the
amount to be paid to him shall be equal to the actuarial present value
of all remaining Supplemental Pension Benefit payments calulated as of
the date of such payment reduced by ten percent (10%). The remaining
ten percent (10%) of the actuarial present value of all remaining
Supplemental Pension Benfit payments shall be forfeited."
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II.
Paragraph 4 of the Pension Agreement is hereby amended in its
entirety to read as follows:
"4. Xxxxx shall not be required to fund, or otherwise segregate
assets to be used for payment of the Supplemental Pension Benefits
hereunder. Xxxxx may, in its sole discretion, establish a trust to
hold assets or other property to be used in payment of Supplemental
Pension Benefits hereunder; provided, however, that any funds or other
property contained therein shall remain liable for the claims of
Xxxxx'x general creditors. The obligations which Xxxxx incurs
hereunder may be satisfied only out of its general corporate funds.
Nothing contained herein, and no action taken pursuant to the
provisions of this Pension Agreement, shall create or be construed to
create a trust of any kind or a fiduciary relationship between Xxxxx
and Xxxxx, his designated beneficiary or any other person."
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Except as herein specifically amended the Pension Agreement is
ratified and confirmed.
This Amending Agreement and the Pension Agreement as previously
amended shall be read, interpreted and construed as a single
agreement.
IN WITNESS WHEREOF, Xxxxx Telecom Inc. has caused this Amending
Agreement to be signed by its proper officer and Xxxxx has hereunto set his
hand this 1st day of August, 1997.
ATTEST XXXXX TELECOM INC.
By:
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Secretary Title:
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WITNESS: X. Xxxxxxxx Xxxxx
/s/ /s/ X. Xxxxxxxx Xxxxx
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