1
EXHIBIT 10.2
FIRST AMENDMENT TO
AGREEMENT FOR
SUPPLEMENTAL EXECUTIVE BENEFITS
This Agreement is entered into this 16th day of November, 1999, to be effective
June 1, 1999, by and between Wolverine Tube, Inc. (the "Company") and Xxxxxx
Xxxxxxxx (the "Executive"), to that certain Agreement for Supplemental Executive
Benefits entered into by the Company and Xxxxxxxx and dated as of June 1, 1999
(the "Agreement").
RECITALS
WHEREAS, pursuant to various provisions of the Agreement, the measuring period
for crediting certain service thereunder was incorrectly stated as terminating
on December 31, 2004, and is impliedly calculated on the basis of calendar years
thereafter; and,
WHEREAS, the Compensation Committee was presented information based on years of
Credited Service calculated from the Executive's date of hire, and said date was
(April 1, 1998) the intended measurement commencement date; and,
WHEREAS, the Compensation Committee desires to amend the Agreement to reflect
the correct date and measurement periods;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1.
Sections 4.1(b), 4.2(b), 4.3(b), 4.4(b) and 4.5(b)
are hereby amended by deleting the phrase "January 1, 1999 and ending
on December 31, 2004" in subparagraph (A) of each of said sections and
replacing it with the phrase "April 1, 1998 and ending on March 31,
2004," and replacing the date "December 31, 2004", which appears later
in said subparagraph and in subparagraph (B) which follows, with the
date "March 31, 2004." Subparagraph (B) of each of said sections is
further amended by deleting the phrase "for each year" and replacing it
with "for each year and month", and replacing the phrase "times the
years" which appears later in said subparagraph with "times the years
and months".
Subparagraphs (b)(2) of each of Sections 4.1, 4.2,
4.3, 4.4 and 4.5 are hereby amended by inserting the word "vested"
before the word "monthly" in each of said subparagraphs.
2.
Section 4.7 "Re-Employment" is renumbered as Section
4.6.
2
3.
Section 5. Change in Control and Termination Without
Cause Benefits is hereby amended and restated as follows:
For purposes of this Agreement, a "Change in Control"
shall have the meaning contained in Section 1(b)(v) of that certain
Amended and Restated Change in Control, Severance and Non-Competition
Agreement entered into by the Company and Executive and dated as of
April 20, 1999, a copy of which definition is attached hereto as
Exhibit A. For purposes of this Agreement, "Termination Without Cause"
shall mean any instance not covered under the definition of
"Termination For Cause" as contained in Section 1(a)(ii) of that
certain Amended and Restated Change in Control, Severance and
Non-Competition Agreement entered into by the Company and Executive and
dated as of April 20, 1999, a copy of which definition is attached
hereto as Exhibit B.
In the event that the Company experiences a Change in
Control prior to August 15, 2004, or should the Executive be terminated
Without Cause prior to August 15, 2004 (which is the date on which
Executive attains the age of fifty-eight (58) years), Executive will be
deemed to have attained age 58 as of the date of said Change in Control
or Termination Without Cause, and all benefits calculated pursuant to
Section 4.1 through 4.5 above shall be calculated as if:
(1) the Executive were still employed on August 15,
2004 and continued to receive Credited Service through August 15, 2004
under the terms of this Plan;
(2) the Executive attained age fifty-eight (58) on
said date;
(3) the Executive met the eligibility requirements
for early retirement under the Retirement Plan on said date; and
(4) the Executive was fully vested in the benefits
payable under this Plan (whether or not he is then vested under the
Retirement Plan or the Supplemental Plan) on said date.
Additionally, such benefits shall be based on Covered
Compensation (as defined in the Retirement Plan) as of his Termination
of Service. For purposes of determining Final Average Compensation (as
defined in the Retirement Plan) as of August 15, 2004, the calculation
will also assume that the Executive continues to receive Compensation
(as defined in the Retirement Plan) from the date of his Termination of
Service through August 15, 2004 equal to the yearly amount payable to
him pursuant to paragraphs 1(b)(i)(A) and (C) of that certain Amended
and Restated Change in Control, Severance and Non-Competition Agreement
entered into by Executive and Company and dated as of April 20, 1999,
as the same may be amended from time to time.
3
Finally, the Executive shall be entitled to make any
benefit commencement elections pursuant to this Agreement on said date
as if he attained age fifty-eight (58).
4.
Section 6.2 is hereby amended by adding the word
"vested" before the phrase "death benefit" in subparagraph (i) of said
Section. Section 6.2 is further amended by deleting the phrase "January
1, 1999 and ending on December 31, 2004" from subparagraph (A) of said
section and replacing it with the phrase "April 1, 1998 and ending on
March 31, 2004," and replacing the date "December 31, 2004" which
appears later in said subparagraph and in subparagraph (B) which
follows, with the date "March 31, 2004." Subparagraph (B) is further
amended by deleting the phrase "for each year" and replacing it with
"for each year and month", and replacing the phrase "times the years"
which appears later in said subparagraph with "times the years and
months".
5.
All other portions of said Agreement are hereby
ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as the date
first indicated above.
WOLVERINE TUBE, INC.
By: /s/ Xxx X. XxxXxxxx
--------------------------------
Xxx X. XxxXxxxx,
Chairman of the Board
EXECUTIVE
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxx
