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EXHIBIT 10.06
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of December, 1994, by and
between SYNERGISM, INC., herein referred to as "Corporation" and XXXXXX X.
XXXXXXX, herein referred to as "Employee."
RECITALS
1. Employee has been employed by Corporation upon terms mutually agreed
upon from time to time by Corporation and Employee and has rendered
valuable services to Corporation.
2. Corporation wishes to encourage Employee to continue as an employee of
Corporation and desires to retain the services of Employee realizing
that if Employee were to enter into competition with Corporation,
Corporation might suffer financial loss.
3. Employee and Corporation's subsidiary CUPERTINO ELECTRIC entered into a
prior Deferred Compensation Agreement dated March 26, 1971 and amended
on August 9, 1973. Employee and Corporation wish to amend and restate
said Deferred Compensation Agreement and said Amendment.
AGREEMENT
1. Employee and Corporation hereby agree to amend and restate the
aforementioned Deferred Compensation Agreement and Amendment in
accordance with the provisions of this Deferred Compensation Agreement
as executed on the above date by the Employee and Corporation.
2. Corporation hereby agrees to employ Employee as President or in such
other capacity or position as the Board of Directors of Corporation may
from time to time determine.
3. At any time after Employee has provided ten (10) years of service to
Corporation or attains age sixty (60), whichever occurs second, such
date hereinafter referred to as the "retirement date," Employee may
retire from active and daily service to Corporation. Upon such
retirement date, Corporation shall pay to Employee a monthly pension of
ten thousand dollars ($10,000.00) per month, payable on the first
business day of each calendar month beginning the first month after the
retirement date for the remainder of Employee's lifetime. If Employee
should die after retirement date and Employee is married at Employee's
death, Corporation will continue to make the monthly payments to
Employee's spouse for the remainder of Employee's spouse's lifetime. If
the said spouse does not survive Employee or survives Employee and
thereafter dies, all benefits under this Agreement shall then terminate.
4. If Employee should die while still in the active employment of the
Corporation, but prior to the retirement date, Corporation will pay to
Employee's spouse ten thousand dollars ($10,000.00) per month for the
remainder of Employee's spouse's lifetime beginning the first month
following the month in which Employee dies. If the said spouse does not
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survive Employee or survives Employee and thereafter dies, all benefits
under this Agreement shall then terminate.
5. If Employee shall leave active employment of corporation prior to
retirement date for any reason, this Agreement shall terminate;
provided, however, that if such retirement is due to a permanent and
total disability of Employee which prevents Employee from performing
Employee's duties in a manner satisfactory to Corporation, then all the
provisions of Paragraphs 3 and 4 of this Agreement shall remain in full
force and effect, and that payments therein provided shall be made to
Employee at the retirement date, or to the surviving spouse of Employee
should Employee die before the retirement date, in the same manner as
provided herein as if Employee had remained in the active employ of
Corporation until the date of retirement or prior death.
For purposes of this Paragraph, a determination by the Board of
Directors of Corporation that the retirement of Employee is due to
permanent and total disability shall be binding and conclusive upon all
parties.
6. Corporation's obligations to make payments hereunder are conditioned
upon and shall terminate in the event of the breach of the following:
Except with reference to permanent and total disability as specified in
Paragraph 5 of this Agreement, Employee shall have continued in the
active employ of Corporation until retirement date as prescribed
hereunder, or until Employee's prior death.
Absences due to illness, and leave of absence granted by the company
shall not constitute a breach of this agreement.
7. Employee, Employee's spouse, or any other beneficiary under this
Agreement shall have no power to transfer, assign, anticipate,
hypothecate, or otherwise encumber in advance any of the benefits
payable hereunder, nor shall said benefits be subject to seizure for the
payment of any debts or judgments, or be transferable by operation of
law in the event of bankruptcy, insolvency, or otherwise.
8. Nothing in this Agreement shall affect any right which Employee may
otherwise have to participate in, or under, any other retirement plan or
agreement which Corporation may now or hereafter have.
9. Notwithstanding the provision of Paragraph 3 of this Agreement,
Employee, with the consent of Corporation, may continue in active
employment after the retirement date. In such event, Corporation may
defer the start of the payments provided for under Paragraph 3 of this
Agreement until the date of actual retirement.
10. This Agreement shall be binding upon the parties hereto, their heirs,
executors, administrators, successors or assigns. In the event of any
consolidation or merger of Corporation into or with another corporation,
or the sale of all or substantially all the stock of Corporation, or the
sale of all or substantially all of the assets of Corporation, such
successor corporation or buyer, as the case may be, shall assume this
contract and
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shall become obligated to perform all of the terms and conditions
hereof, and Employee's obligation shall continue in favor of
Corporation, or its successors or assigns.
11. Notwithstanding any other provisions of this Agreement, Corporation
reserves the right to terminate this Agreement or the Employee's
employment at any time prior to Employee's retirement date, in which
event this Agreement shall automatically terminate, and Corporation
shall have no further obligation hereunder.
12. The rights accruing to Employee or any designee under the provisions of
this Agreement shall be solely those of an unsecured creditor of
Corporation.
IN WITNESS WHEREOF, this Agreement has been executed by the parties on the date
first above written.
SYNERGISM., INC.
By: /s/ Xxxxxx X. Xxxxxxx
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PRESIDENT
By: /s/ Xxxxx X. Xxxxx
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SECRETARY
EMPLOYEE:
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
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