Exhibit 1.18
XXX XXXX CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 1 AND 2
PARTICIPATION AGREEMENT
(AMENDED AND RESTATED EFFECTIVE
AS OF JANUARY 1, 2000)
This amended and restated Participation Agreement is entered into as of
this 1st day of January, 2000, between Xxx Xxxx Corporation, a Delaware
corporation ("Employer"), and Xxxx X. Xxxxxxx ("Participant").
RECITALS
A. Participant is a participant in the Xxx Xxxx Corporation Supplemental
Executive Retirement Plan No. 1 (the "Plan").
B. Employer and Participant desire to amend and restate the Participation
Agreement and to modify and supplement the Plan as it relates to Participant,
all as set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. GENERAL
Participant's participation in the Plan is hereby reaffirmed.
2. THE PLAN
This Participation Agreement is subject to all of the terms and provisions
of the Plan, except to the extent that the Plan is modified and supplemented
below as it applies to Participant. The Plan is expressly incorporated by
reference into this Participation Agreement. By signing this Participation
Agreement, Participant acknowledges receipt of a copy of the Plan and confirms
his understanding and acceptance of all of the terms, conditions and provisions
of the Plan.
3. MODIFICATIONS
Pursuant to paragraph 8.3 of the Plan, which was added by the First
Amendment, the provisions of the Plan as they apply to Participant are modified
and supplemented as follows:
(a) EARLY RETIREMENT. If Participant's employment is continued until
Participant has attained age 58, the reduction called for by paragraph 4.3(d)
shall not apply. Nothing in this Agreement or the Plan shall imply that
retirement is expected at any particular age.
(b) DEFINITIONS. For purposes of the Plan and this Participation Agreement,
the terms "Cause," "Change in Control," and "Good Reason" shall have the
meanings ascribed to those terms in the Employment Agreement entered into
between Employer and Participant, dated as of January 1, 2000, as it may be
amended from time to time, rather than the definitions included in paragraph 4.6
of the Plan. The Employment Agreement includes two definitions of Good Reason,
the standard definition that applies prior to a Change in Control and a modified
definition that applies after a Change in Control. The standard definition will
apply for purposes of the Plan and this Participation Agreement unless and until
a Change in Control occurs, after which the special post-Change in Control
definition will apply.
4. CONVERSION TO SERP NO. 1
When Participant attains age 55, he shall no longer be a participant in
SERP No. 1, and shall become a participant in SERP No. 2. The modifications set
forth in this Participation Agreement shall apply with respect to SERP No. 2.
EMPLOYER:
XXX XXXX CORPORATION
By:
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Title:
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PARTICIPANT:
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Xxxx X. Xxxxxxx
2
