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EXHIBIT 99.10
Deferred Compensation Agreement dated July 10, 1996 with Xxxx Xxxxxxxx.
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DEFERRED COMPENSATION AGREEMENT
This DEFERRED CONDENSATION AGREEMENT is made and entered into by and
between Printpack, Inc., a Georgia corporation ("Printpack"), and XXXX
XXXXXXXX, an individual resident of the State of Georgia ("Director").
WHEREAS, in connection with his service as a director and advisor of
Printpack, Printpack has previously agreed to pay Director certain deferred
benefits and, in connection therewith, Printpack has purchased a policy of
insurance on the life of the Director; and
WHEREAS, Printpack and Director wish to record in writing the agreement
between them with respect to this deferred benefit.
NOW THEREFORE, in consideration of the covenants and conditions hereafter
set forth Printpack and Director agree follows:
1. PAYMENT OF DEFERRED INCOME. In consideration of Director's service to
Printpack as a director, Printpack shall, subject to the following provisions
of this Agreement, make payments (as described below) in the event Director
shall:
(a) attain age sixty-five (65) years;
(b) die; or
(c) become disabled.
2. ADDITIONAL COMPENSATION. In addition to any compensation paid to, or
benefits provided for Director, Director shall receive the deferred benefits
provided for under this Agreement.
3. BENEFITS AT AGE 65. Commencing with the date Director shall attain the
age of sixty-five (65) years, Printpack shall pay to Director the annual amount
of Forty Thousand and No/100 Dollars ($40,000.00) for fifteen (15) years. Each
annual amount shall be paid by Printpack in convenient installments, at least
semi-annually.
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4. DEATH. Anything in Paragraph 3 of this Agreement to the contrary
notwithstanding, in the event of Director's death, Printpack shall make only
the following payments:
(a) DEATH BEFORE 65. If Director shall die prior to attaining the
age of sixty-five (65) years, Printpack shall pay the annual amount of
Forty Thousand and No/100 Dollars ($40,000.00) for fifteen (15) years,
commencing with the year of Director's death, to the beneficiary
designated in of Schedule A hereto. Each annual amount shall be paid by
Printpack in convenient installments at least semi-annually.
(b) DEATH AFTER 65. If Director shall die after attaining the age
of sixty-five (65) years, Printpack shall continue to pay any portion of
the benefits referred to in Paragraph 3 of the Agreement unpaid at
Director's death (on the terms and conditions of said Paragraph) to the
beneficiary designated in Schedule A.
5. DISABILITY. Anything in Paragraph 3 of this Agreement to the contrary
notwithstanding, in the event of Director's disability, Printpack shall pay to
Director the annual amount of Forty Thousand and No/100 for fifteen (15) years.
Disability means a physical or mental condition which, in Printpack's
judgment, based on medical reports or other evidence Printpack deems
satisfactory, totally and permanently prevents Director from satisfactorily
performing his usual duties as a director of Printpack.
6. RIGHTS OF DIRECTOR AND TITLE. The payments to be made by Printpack
under this Agreement are unsecured obligations of Printpack only, and Director
is only a general creditor of Printpack in respect of them. Title to, and
beneficial ownership of, any asset, whether cash or investments which Printpack
may acquire or earmark to satisfy its obligations to Director under this
Agreement shall at all times remain with Printpack and neither the Director nor
his designated beneficiary nor any other
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person shall have any property interest whatsoever in any specific assets of
Printpack. Nothing contained in this Agreement, and no action taken pursuant
to the provisions of this Agreement, shall create or be construed to create a
trust of any kind, or a fiduciary relationship between Printpack and Director,
his designated beneficiary, or any other person. Any funds which may be
invested under the provisions at this Agreement shall continue for all purposes
to be a part of the general funds of Printpack and no person other than
Printpack shall by virtue of the provisions of this Agreement have any interest
in such funds. To the extent that any person acquires a right to receive
payments from Printpack under this Agreement such right shall be no greater
than the right of any unsecured general creditor of Printpack.
7. MAINTENANCE OF INSURANCE. Printpack has previously purchased and paid
the premiums on a policy of insurance on the life of Director and is the owner
of that policy. Printpack may, but shall not be required to, continue to hold
that policy for its own benefit or as a source of funds for payment of
Prinptack's obligations under this Agreement.
8. DESIGNATION OF BENEFICIARIES. Any beneficiary designated on Schedule A
may be revoked or changed at any time and from time to time by Director. Any
such revocation or change shall be in writing signed by Director and shall
become effective only when approved by Printpack. If Director shall not
designate a beneficiary to which payments are to be made after the death of
Director, or if any designated beneficiary for payments does not survive
Director, payments by Printpack subsequent to the death of Director or, as the
case may be, the death of such designated beneficiary, shall be made as
provided in this Agreement to the designated successor beneficiary or, if none,
to Director's estate. If a designated beneficiary survives Director but dies
prior to the completion of the payments contemplated to be made to that
designated beneficiary by Printpack in this Agreement the unpaid portion of
those payments at the death of the
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designated beneficiary shall be paid by Printpack as provided in
this Agreement to the designated successor beneficiary or, if none, to the
designated beneficiary's estate.
9. PAYMENTS TO INCOMPETENTS. If Printpack shall determine that any
person to whom any payment is to be made pursuant to this Agreement is unable
to care for his affairs because of illness, incapacity, or accident, or is a
minor, any payment due (unless a prior claim therefore shall have been made by
a duly-appointed guardian, committee or other legal representative of such
person) may be paid by Printpack to the spouse, a child, a parents or a
brother or sister of such person, or to any person deemed by Printpack to have
incurred expense for such person otherwise entitled to payment, in such manner
and proportions as Printpack may determine. Any such payment shall be a
complete discharge of the liabilities of Printpack under this Agreement.
10. BENEFITS. No benefits payable under this Agreement shall be deemed
salary or other compensation to Director for the purpose of computing benefits
to which he may be entitled under any group life insurance, long-term
disability insurance, profit-sharing or pension plan or other arrangement of
Printpack for the benefit of its employees. To the extent required by law at
the time payment of benefits is made, Printpack shall withhold any taxes
required to be withhold by the federal or any state or local government from
payments to be made under this Agreement. Director has been advised to
consult his tax adviser concerning the income and estate tax consequences of
the payments provided for herein, and Printpack makes no representations or
warranties concerning such consequences
11. IRREVOCABILITY AND BINDING EFFECT. This Agreement shall be
irrevocable. This Agreement shall be binding upon, and inure to the benefit
of, Printpack and its successors and assigns, and Director and his heirs,
executors, administrators, beneficiaries, and legal representatives.
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12. CONSTRUCTION. Printpack shall have full power and authority to
interpret construe and administer this Agreement and Printpack's
interpretations and construction of this Agreement, and actions under this
Agreement, shall be binding and conclusive on all persons for all purposes.
No officers employee or director of Printpack shall be liable to any person
for any action taken or omitted in connection with the interpretation and
administration of this Agreement unless attributable to such person's own
willful misconduct or lack of good faith.
13. OFFSET. If at the time payments or installments of payments are due
under this Agreement, Director or Director's beneficiary or estate is indebted
or obligated to Printpack, then remaining payments to Director or Director's
beneficiary or estate may at Printpack's discretion be reduced by the amount of
such indebtedness or obligation; provided, however, that Printpack's election
not to reduce any such payments shall not constitute a waiver or its claim for
any such indebtedness or obligation.
14. NO ASSIGNMENT. The rights of the Director (or any other persons) to
the payment of benefits under this Agreement shall not be assigned,
transferred, pledged or encumbered except by will or by the laws of descent and
distribution.
15. COOPERATION. Director will cooperate with Printpack by furnishing any
and all information requested by Printpack, taking such physical examinations
as Printpack may deem necessary and taking such other actions as Printpack may
request.
16. GOVERNING LAW. This Agreement shall be construed in accordance with,
and governed pursuant to the law of, the State of Georgia.
IN WITNESS WHEREOF, Printpack has caused this Agreement to be executed by
its duly-authorized officers and Director has set his hand and seal this ___
day of July, 1996.
PRINTPACK, INC.
By: /s/ R. Xxxxxxx Xxxxxxx
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Title: VP-Finance
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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DEFERRED COMPENSATION AGREEMENT
XXXX XXXXXXXX
SCHEDULE A
Primary: Name: Xxx Xxxxxxxx
Relationship: Wife
Address: 0 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Approved as of July 10, 1996
PRINTPACK, INC.
By: /s/ R. Xxxxxxx Xxxxxxx
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
