EXHIBIT 10.13
STANDARD DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, is made the 28th day of November, 1995, at Orange,
California, by and between Xxxx'x International, Inc., a Delaware
Corporation, hereinafter sometimes referred to as "Employer," and Xxxxx
Xxxxxxx, hereinafter sometimes referred to as "Employee."
W I T N E S S E T H :
WHEREAS, Employer has offered to defer payment of a portion of
Employee's incentive award, if any, earned for services rendered in 1995 and
to be paid in 1996; and
WHEREAS, Employee desires to receive a portion of said incentive award
for 1995, if earned, as deferred compensation; and
WHEREAS, the parties hereto have agreed to certain terms and conditions
in connection therewith and desire to reduce their agreement in writing;
NOW, THEREFORE, for a valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
1. AMOUNT
Employer shall defer payment of, and Employee shall defer receipt of
seventy-five percent (75%) of the incentive award, if any, earned by Employee
for services rendered for calendar year 1995 ("Deferred Compensation"). Said
Deferred Compensation shall bear interest from the date that said Deferred
Compensation would otherwise be payable to Employee to the date of payment at
the lesser of (a) the rate of fifteen percent (15%) per annum, or (b) the prime
rate as quoted by First Interstate Bank of California, Los Angeles, California,
on the last business day of each calendar quarter.
2. DATE OF PAYMENT
Payment of Deferred Compensation shall be made five (5) business days
after the earliest of the following events:
(a) Employee terminates his employment with Employer;
(b) Employee becomes permanently disabled;
(c) Employee retires; or
(d) A change in control of Employer occurs.
3. METHOD OF PAYMENT
Upon the occurrence of the earlier of any of the events specified in
Paragraph 2 hereof, Employer agrees to pay to Employee by Employer check the
total sum deferred in accordance with Paragraph 1, including principal and
interest, payable in one lump sum, less any required withholdings.
4. DEATH BENEFIT
In the event that Employee shall die while employed by Employer, or
while on an agreed leave of absence from said employment, then this Agreement
shall be terminated, and Employer shall pay to the person(s) designated by
Employee, the total amount of Deferred Compensation hereunder, including
principal and interest, payable in one (1) installment, commencing no later
than sixty (60) days following the death of said
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Employee. If Employee shall not have filed a designation of beneficiary in
writing with Employer at the time of his death, then Employer shall pay said
total benefit to Employee's spouse, if living, and if not, to Employee's estate.
Employer shall have the right to make any required withholdings from such
payments.
5. CHANGE IN CONTROL OF EMPLOYER
For purposes of this Agreement, a "change in control of Employer" shall
mean a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that,
without limitation, such a change in control shall be deemed to have occurred
if (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly,
of securities of Employer representing 40% or more of the combined voting
power of Employer's then outstanding securities; or (ii) during any period of
two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of Employer cease for any reason to
constitute at least a majority thereof unless the election of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period.
6. FUNDING OF BENEFIT
Employee understands and acknowledges that all Deferred Compensation
under Paragraph 1 of this Agreement shall be general unsecured obligations of
Employer and that Employer shall have no obligation to set aside any amounts,
principal or interest, for the benefit of
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Employee in order to meet Employer's obligations under this Agreement, until
said amounts become due and payable under this Agreement. Employer shall be
entitled to set up such reserves as are required in order for Employer's
financial statements to be in accordance with generally accepted accounting
principles.
7. STATEMENT OF ACCOUNT
Employer shall furnish to Employee an annual statement showing the
amount of Deferred Compensation, including principal and interest, held for
the account of Employee.
8. NON-ASSIGNABILITY
The rights and benefits of Employee hereunder and the rights and
benefits of the person(s) who may be designated by Employee pursuant to the
provisions of Paragraph 4 hereof, shall be personal to Employee and to such
person(s), and no right or benefit hereunder shall be subject to voluntary or
involuntary alienation, assignment, pledge, hypothecation or transfer, or
become an asset in bankruptcy of such Employee or such person(s), or of any
person claiming through or under them; and no such right or benefit shall be
available or subject to the claims of any creditor of such Employee or such
person(s), or any person claiming through or under them.
9. GOVERNING LAW
This Agreement shall be governed by and construed according to the laws
of the State of California.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXX'X INTERNATIONAL, INC.
By /S/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Vice President-Finance
ATTEST:
/S/ XXXX XXXXXX
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Xxxx Xxxxxx
Assistant Secretary
By /S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
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