EXHIBIT 10.17
DEFERRED C0MPENSATION AGREEMENT
THIS AGREEMENT is made and entered into in the City of New York, State of
New York, this 31st day of July, 1989, by and between Xxxxxxxxxx Xxx., a New
York corporation ("Scholastic"), and Xxxxxx Xxxxxxxxx, an individual residing in
the State of Connecticut ("Employee").
This Agreement is being entered into between the parties in connection
with the commencement of the employment of the Employee by Scholastic. The
parties desire to provide for certain elective deferrals of salary by the
Employee on the terms and conditions herein set forth.
IN CONSIDERATION of the foregoing and the mutual agreements herein, the
parties agree as follows:
1. An amount of salary which but for this Agreement would be payable
to the Employee for his services performed for Scholastic on and after the date
of this Agreement and prior to the Initial Disbursement Date (as such term is
defined by Paragraph 5 hereof) shall instead be credited to an Account (as such
term is defined by Paragraph 7 hereof).
The Account shall be credited with the salary so deferred at the
annual rate of $25,000 per annum in level amounts at the end of each regular pay
period of Scholastic during which the Agreement remains in effect.
On the first day of each year after the date of this Agreement,
Scholastic shall credit to the Account as interest an additional amount at the
rate equal to the average 30 year treasury bonds as of the last day of each
month of the preceding year as reported in THE NEW YORK TIMES multiplied by the
average monthly balance of the account during the preceding year. (See attached
example.)
2. Payment under the terms of this Agreement of salary and additional
amounts credited to the Account as interest shall not commence until the Initial
Disbursement Date and shall be made in quarterly installments over a fifteen
(15) year period following the Initial Disbursement Date. The Initial
Disbursement Date shall be the Employee's retirement date, date of termination
from Scholastic, or at any other subsequent time chosen by Employee.
The amount of each quarterly installment shall be computed by
dividing the balance of the Account (including interest) by the number of
installments remaining under the Agreement.
3. In the event of the death of the Employee while there remains
unpaid any portion of the Account, the unpaid balance of the Account shall be
paid in a lump sum to Employee's executors or administrators as soon as
practicable.
4. No amounts credited to the Account and no payments to be made
hereunder may be assigned, sold, transferred, pledged, charged, commuted,
encumbered or otherwise alienated by Employee, to the extent permitted by law,
and no such amount or payment shall in any way be subject to any legal process
to subject the same to the payments of any claims against the Employee. In no
event will Employee have the right to recover any amounts of salary credited to
the Account otherwise than in accordance with this Agreement.
5. In the event that the Employee incurs a hardship, Scholastic, in
its sole discretion, may revise the payment schedule. Such hardship must have
been caused by accident, illness, or event beyond the control of the Employee,
and Scholastic shall revise the payment schedule only to the extent reasonably
necessary to eliminate the hardship.
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Scholastic also reserves the right, in its sole discretion, to
accelerate payment for any other reason, and in such event Scholastic shall
revise the payment schedule as previously established.
6. This Agreement will be effective for salary payable for the 1989
calendar year and for subsequent calendar years unless the Employee revokes or
modifies such Agreement by written notice to Scholastic prior to December 31 of
a calendar year, effective as of January 1 of the following year.
7. "Account" means a bookkeeping entry maintained by Scholastic of
the amounts of salary deferred hereunder, additions credited thereon, and
installments paid under this Agreement. The use of the word "Account" does not
contemplate or imply any segregation by Scholastic of any monies or their
assets, nor shall it be deemed to mean that any amount credited to the Account
is the property of Employee. The right of the Employee to receive amounts
deferred under this Agreement shall be no greater than the rights of an
unsecured general creditor against the assets of Scholastic. Nothing contained
in this Agreement and no action taken pursuant to its provisions shall in any
way be deemed to create a trust of any kind or a fiduciary relationship between
Scholastic and the Employee and no assets of Scholastic shall be subject to any
prior claim by the Employee or his beneficiary to assure payment of amounts
deferred under this Agreement. All payments under this Agreement shall be paid
in cash from the general funds of Scholastic.
8. This Agreement shall be binding upon and inure to the benefit of
the Employee and Scholastic and their respective successors and assigns. This
Agreement contains the full understanding of the parties
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with respect to its subject matter and may not be modified or amended, except by
a written agreement executed by both parties. This Agreement has been executed
and delivered in the State of New York and its validity, interpretation,
performance and enforcement shall be governed by the laws of the State of New
York.
IN WITNESS WHEREOF, the parties to this Agreement have subscribed their
names.
Executed in duplicate, this 31st day of July, 1989.
XXXXXXXXXX XXX.
By /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: President
/s/ Xxxxxx X. Xxxxxxxxx
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Employee
FLEISHMN/F
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