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Exhibit
10.112
3/5/97
SUPPLEMENTAL BENEFITS AGREEMENT
THIS AGREEMENT, made this 24th day of March, 1997, by and between XXXX
XXXXXX AND COMPANY. INC., a New Jersey corporation having its principal place of
business at 000 Xxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000 (such corporation, and
its successors, shall be referred to herein as the "Company") and XXXXX XXXX,
residing at ___________________________________ ("Xxxxx").
W I T N E S S E T H :
WHEREAS, Xxxxx has been associated with the Company for some time;
and
WHEREAS, Xxxxx has and will continue to perform valuable services for
the Company which are of a specialized nature and have been essential to the
successful operation, growth and profits of the Company; and
WHEREAS, the Company desires to compensate Xxxxx for his extraordinary
services to ensure that the Company will have the benefit of Ricky's continued
loyalty, service and counsel; and
WHEREAS, subject to Ricky's continued employment, the Company desires
to assist Xxxxx in providing for the contingencies of death and old age by the
payment to Xxxxx of certain benefits in accordance with the provisions and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of Ricky's
continued employment with the Company, the Company hereby agrees as follows:
1. Retirement Benefits. At the time Xxxxx attains age 59, provided
that Xxxxx is employed by the Company at such time, Xxxxx shall be paid a
retirement benefit of Two Million Seven Hundred Fifty Thousand Dollars
($2,750,000) (the "Retirement Compensation"). The Retirement Compensation shall
be payable at the rate of Two Hundred Fifty Thousand Dollars ($250,000) per year
for a period of eleven (11) years from the date Xxxxx
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attains age of 59, payable in accordance with the Company's standard payroll
procedures.
2. Payment on Death. If Xxxxx dies during the course of payment of the
Retirement Compensation, the Company shall pay to Ricky's designated beneficiary
the Retirement Compensation under the same terms as it would otherwise be
payable to Xxxxx pursuant to Paragraph 1 above until payment in full of the
Retirement Compensation
3. Pre-Retirement Death benefit. If Xxxxx dies prior to attaining age
59, provided that Xxxxx is employed by the Company at the time of his death, the
Company shall provide through a split dollar life insurance arrangement, a lump
sum death benefit of One Million Dollars ($1,000,000) to Ricky's designated
beneficiary (the "Death Benefit"). The payment of the Death Benefit shall be in
lieu of any other payment hereunder. In the event of Ricky's death prior to
attaining age 59 and subject to Ricky's employment by the Company at such time,
upon receipt of the Death Benefit, Ricky's designated beneficiary shall have no
entitlement to any payment of the Retirement Compensation.
4. Condition to Payments. The payment hereunder of the Retirement
Compensation or the Death Benefit is expressly conditioned upon Xxxxx being
employed by the Company on the date he attains age 59 or on the date of his
death, as the case may be. The parties understand that Xxxxx and his designated
beneficiary shall not be entitled to both the Retirement Compensation and the
Death Benefit, since these payments are mutually exclusive.
5. Withholding. The Company shall take all necessary withholdings from
the payments hereunder as required by Federal, state and local tax regulations.
6. Beneficiary Designation. After entering into this Agreement, Xxxxx
shall provide written notice to the Company designating the person, persons or
entity (such as an insurance trust) who shall be entit1ed to receive any
benefits payable in accordance with this Agreement upon or after his death.
Xxxxx shall have the right to designate a beneficiary or beneficiaries and to
change such designation from time to time on written notice to the Company
without the consent of any previously
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designated beneficiary. If no designation is in effect at the time of Ricky's
death, or if the designated beneficiary does not survive, the Retirement
Compensation or the Death Benefit, as the case may be, shall be payable to
Ricky's estate. The rights of a designated beneficiary to receive any benefits
which are payable under the terms and conditions of this Agreement shall vest
in the beneficiary as of the date of Ricky's death.
7. Company Assets. Title to and ownership of any property, whether
cash, insurance policies or investments, which the Company may have segregated
from its general funds in order to make the payments hereunder shall at all
times remain in the Company, subject to the claims of its general creditors,
and Xxxxx and his designated beneficiary shall not have any property interest in
any specific assets of the Company, including any life insurance policies
secured by the Company in connection with this Agreement. Xxxxx and his
designated beneficiary shall remain unsecured creditors of the Company with
respect to any amounts to be paid hereunder.
8. Assignment and Binding Effect. This Agreement is personal to Xxxxx
and he may not assign or delegate any of his rights or obligations hereunder.
Xxxxx agrees on behalf of himself, his personal representatives, heirs,
beneficiaries and any other person who may claim any benefits under this
Agreement, that the benefits hereunder shall not be assigned, transferred,
pledged or hypothecated in any way by Xxxxx or any other such person or entity,
and shall not be subject to execution, attachment or similar process. This
Agreement shall be binding upon the parties, their legal representatives,
successors and permitted assigns.
9. Arbitration and Governing Law. All disputes arising under or
relating to this Agreement, or relating to Ricky's relationship with the
Company, shall be subject to arbitration before the American Arbitration
Association, in New Jersey, and New Jersey law shall govern and apply to all
issues subject to such arbitration. Any award or determination of the
arbitration shall be final and binding and judgment may be entered on such award
or determination by any court in New Jersey. Xxxxx, on behalf of himself, his
personal representatives, heirs and beneficiaries, hereby consents to personal
jurisdiction and venue of the courts in New Jersey for any action to compel,
enforce or confirm such arbitration. If
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any portion of this Agreement is determined to be unenforceable, the remainder
of this; Agreement shall remain in full force and effect.
10. Miscellaneous. Xxxxx agrees to comply with the Company's
reasonable request during the term of this Agreement in order to effectuate the
purposes of this Agreement, including but not limited to submitting to
reasonable physical examination for the purposes of securing insurance policies
on his life. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof, superseding any and all other agreements,
written or oral, concerning the subject of this Agreement. This Agreement may
not be altered, modified or amended, except in a writing signed by the parties
hereto. No waiver or any of the provisions of this Agreement shall be
enforceable unless in a signed writing, and the waiver by the Company of any
breach of any provision of this Agreement by Xxxxx shall not operate as a waiver
of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
WITNESS:
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxx
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XXXXX XXXX
XXXX XXXXXX AND COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX
Chairman of the Board
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