EXHIBIT 10l
DEFERRED COMPENSATION AGREEMENT
_______________________________
This Deferred Compensation Agreement is made and entered into
this 6 day of May, 1998, by and between Xxxxx & Xxxxx, Inc., a Florida
corporation and wholly-owned subsidiary of Xxx & Xxxxx, Inc.
(collectively, "Company"), and Xxxxxxx X. Xxxx ("Hill").
Background
The parties entered into an Agreement dated April 27, 1993,
which they now wish to clarify to reflect, among other things, that
Hill may begin to receive payments prior to the date that he retires
from employment with the Company, and to fix the amounts to be paid to
Hill by the Company. Therefore, the parties are entering into this
Deferred Compensation Agreement, which will replace the Agreement
described above.
Terms
1. Payments to Hill. (a) In consideration of services which have
been rendered to the Company by Hill prior to the date of this Deferred
Compensation Agreement and for other good and valuable consideration,
receipt of which is hereby acknowledged, commencing June 1, 1998, and
continuing annually thereafter for a period of ten years, the Company
will pay Hill the sum of Two Hundred and Seventy-Six Thousand Seven
Hundred Ninety-Two and 00/100 Dollars ($276,792.00) per annum, less
applicable payroll taxes, which shall be withheld by the Company.
Company shall be responsible for payment of the employer's portion
of FICA and Medicare tax related to these payments. It is understood
and agreed that any and all loans made to Hill by the Company have been
fully repaid, and that Hill has no further obligation to the Company
for any such loans.
(b) If Hill dies before receiving ten annual payments, the
Company shall continue to make such annual payments to Hill's wife if
she survives him, or to the personal representative of Hill's estate
in the event that Hill's wife fails to survive him. In the event that
Hill's wife survives Hill, but dies before all ten payments provided
for herein have been made by the Company, the Company shall pay the
remaining annual payments to the personal representative of Hill's
estate, or to such other beneficiary or beneficiaries as may have been
designated by Hill to the Company in writing, or in his last will.
2. Entire Agreement. Upon execution of this Deferred Compensation
Agreement, the Agreement between the parties dated April 27, 1993, shall
terminate, and have no further force or effect, and neither party shall
have any rights under that agreement.
3. Successors and Assigns. This Deferred Compensation Agreement
shall be binding on and inure to the benefit of any successor or
successors of the Company and the legal representatives and heirs of Hill.
IN WITNESS WHEREOF, the parties have executed this Deferred
Compensation Agreement this __ day of May, 1998.
WITNESSES: COMPANY
/s/ XXXXXXX XXXXXX By: /s/ X. XXXXX XXXXX
_____________________ _______________________
X. Xxxxx Xxxxx
/s/ XXXX X. XXXX President
_____________________
As to Company
/s/ XXXXX XXXXXX /s/ XXXXXXX X. XXXX
___________________ _________________________
Xxxxxxx X. Xxxx
/s/ XXXXX XXXXX
____________________
As to Hill
