Exhibit 10.9
XXXXXX CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT
THIS AGREEMENT made as of 9 October 2000, between Xxxxxx Corporation, a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxxx (the "Executive").
W I T N E S S E T H:
1. Participation. The Executive has been designated as a participant
in the Xxxxxx Corporation Executive Severance Benefit Plan (the "Plan") by the
Compensation Committee of the Board of Directors of the Company.
2. Plan Benefits. The Executive agrees to be bound by the provisions
of the Plan, including those provisions which relate to his eligibility to
receive benefits and to the conditions affecting the form, manner, time and
terms of benefit payments under the Plan, as applicable. The Executive
understands and acknowledges that his benefit may be reduced pursuant to
Section 10 of the Plan in order to eliminate any "excess parachute payments" as
defined under Section 4999 of the Internal Revenue Code of 1954, as amended.
The Executive may elect to receive his Plan benefits in installment payments,
as provided under Section 9 of the Plan, by signing the statement included on
page three of this Agreement. The Executive may make an election to receive
installment payments, or may revoke any such election, at any time prior to the
date which is ten days prior to the date on which a Change in Control is deemed
to have occurred; provided that any election subsequent to the execution of
this Agreement or any revocation shall be in writing and shall be subject to
the approval of the Compensation Committee.
3. Federal and State Laws. The Executive shall comply with all federal
and state laws which may be applicable to his participation in this Plan,
including without limitation, his entitlement to, or receipt of, any benefits
under the Plan. If the Executive is subject to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 as amended and in effect at the time of
any Plan benefit payment, he shall comply with the provisions of Section 16(b),
including any applicable exemptions thereto, whether or not such provisions and
exemptions apply to all or any portion of his Plan benefit payments.
4. Amendment and Termination. The Board of Directors may amend,
modify, suspend or terminate the Plan or this Agreement at any time, subject to
the following:
(a) without the consent of the Executive, no such amendment,
modification, suspension or termination shall reduce or
diminish his right to receive any payment or benefit then due
and payable under the Plan immediately prior to such
amendment, modification, suspension or termination; and
(b) in the event of a Change in Control pursuant to Section 5 of
the Plan, no such amendment, modification, suspension or
termination of benefits, and eligibility therefor, will be
effective prior to the expiration of the 48-consecutive-month
period following the date of the Change in Control.
5. Beneficiary. The Executive hereby designates his primary
beneficiary(ies) as the Xxxxxxx X. Xxxxxxxx Trust, who will receive any unpaid
benefit payments in the event of the Executive's death prior to full receipt
thereof. Except as required by applicable law, the Executive's beneficiary or
beneficiaries shall not be entitled to any medical, life or other
insurance-type welfare benefits.
6. Arbitration. The Executive agrees to be bound by any determination
rendered by arbitrators pursuant to Section 11 of the Plan.
7. Employment Rights. The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment of
the Company or to give the Executive any benefits not specifically provided by
the Plan.
IN WITNESS WHEREOF, Xxxxxx Corporation has caused this
Agreement to be executed and the Executive has executed this Agreement, both as
of the day and year first above written.
XXXXXX CORPORATION
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
Vice President and President and
Chief Financial Officer Chief Executive Officer
