WEIS MARKETS, INC. DEFERRED COMPENSATION AGREEMENT
Exhibit
10-H
XXXX
MARKETS, INC.
THIS DEFERRED COMPENSATION AGREEMENT
made this 1st day of
January, 1983, by and between Xxxx Markets, Inc. (“Employer”) and Xxxxxx X. Xxxx
(“Employee”),
WITNESSETH:
WHEREAS, Employer and Employee
previously entered into a Deferred Compensation Agreement (“Prior Agreement”)
dated the 1st day of
December, 1975; and
WHEREAS, Employer and Employee now
desire to terminate and revoke Prior Agreement, and
WHEREAS, Employer desires to assure
itself of the continued service of Employee, and to further compensate Employee
for services which Employee has and shall have rendered to
Employer,
NOW, THEREFORE, in consideration of the
mutual covenants and agreements hereinafter contained and other good and
valuable consideration, it is hereby agreed:
FIRST: RETIREMENT
BENEFIT. (a) Employee’s Normal Retirement Date shall be the January
1st
following his 65th
birthday. If Employee retires on or after his 65th
birthday and on or before his Normal Retirement Date, and has been employed by
Employer for at least three (3) full years, he shall receive from Employer a
benefit determined by the following formula and paid according to the terms of
subparagraph (b) of this paragraph FIRST:
The annual pension benefit shall be an
amount of $87,500 (50% of the 1976 annual compensation paid to the Employee from
Employer), reduced by each of the following; (1) The amount of the annual
primary Social Security benefit for which Employee is eligible as of January
1st
of the initial year in which he is to receive a payment hereunder and which is
payable during such year; (2) Any benefit under any Employer pension or profit
sharing plan (but not under a TRASOP) for which Employee is or was eligible as
of January 1st of the
year in which he is to receive a payment hereunder and which is payable during
such year. If Employee did not elect to receive his benefit under either the
pension or profit sharing plan on a life annuity basis, then any benefit amount
considered under this paragraph (2) shall be equal to the benefit he would have
been eligible for on such January 1st, had he
elected a life annuity option under the respective plan or plans, based on
actuarial factors and tables used for actuarial valuation purposes in
conjunction with the Xxxx Markets Pension Plan.
(b) Benefits shall be payable to
Employee within sixty (60) days of his Normal Retirement Date, and thereafter on
each January 1st during
the Employee’s lifetime.
SECOND: EARLY RETIREMENT
BENEFIT. (a) If Employee retires for any reason between his 62nd
birthday –- the earliest possible retirement age –- and his 65th
birthday, he shall receive a benefit computed on the basis of the formula in
subparagraph (a) of paragraph FIRST, but reduced by: (1) Five-ninths of one
percent (5/9ths of 1%) for each month of early retirement, and (2) a fraction,
the numerator of which shall be the number of years and months of service with
Employer that Employee had at the time of his retirement and the denominator of
which shall be the number of years and months of service he would have had at
age sixty-five (65). For purposes of this paragraph, the Social Security Benefit
defined in item (1) of paragraph FIRST shall be determined as if Employee
continued working and initially commenced receiving such Social Security Benefit
at age 65.
(b) The
amount of the benefit to Employee under subparagraph (a) of this paragraph
SECOND shall be paid on January 1st of the
year following the year of Employee’s retirement on each January 1st during
the Employee’s lifetime.
THIRD: POSTPONED
RETIREMENT. (a) The amount of Employee’s annual pension benefit shall be
determined as of his Normal Retirement Date. If Employee continues in employment
after his Normal Retirement Date, such amount shall be increased by 20% for each
year that his retirement is postponed. If Employee retires as of a date during a
year which is other that January 1st, his
benefit shall be increased for such year by a proportional share (determined
arithmetically) of the 20% based on the number of the completed months elapsed
from the January 1st
preceding the date of his retirement. For example, if Employee retires as of
July 1st in a
year, his benefit as of the previous January 1st shall
be increased by 10% (20% x 6/12ths). At the time Employee reaches his Normal
Retirement Date, the amount of his benefit shall be determined in accordance
with paragraph FIRST, and such amount, and the increased amounts payable on each
succeeding January 1st, shall
be illustrated in Appendix A, which shall become a part of this
agreement.
(b) For the first year of his
retirement Employee shall receive a pension equal to the benefit described in
paragraph (a) multiplied by a fraction, the numerator of which is the number of
months (including partial months) from the date of his retirement to the
December 31st of such
year, and the denominator of which is “12”. For each subsequent year of his
retirement, Employee shall receive the benefit described in (a).
(c) The pension benefits for the first
year of retirement shall be payable to Employee within sixty (60) days from the
date of retirement and thereafter on each January 1st during
the Employee’s lifetime.
FOURTH: DEATH
BENEFIT. (a) If Employee dies while actively employed prior to his Normal
Retirement Date, his surviving spouse, if any, shall receive a benefit equal to
fifty (50%) percent of the benefit Employee would have received under paragraph
FIRST if he had continued to work and had retired at age sixty-five (65). Such
benefit shall be paid to the spouse on January 1st of the
year following the year of Employee’s death and on January 1st of the
next succeeding nine (9) years.
(b) If Employee dies subsequent to his
retirement under paragraph SECOND, his surviving spouse, if any, shall receive a
benefit equal to fifty (50%) percent of the amount Employee was receiving or
eligible to receive under paragraph SECOND. Such benefit shall be paid on
January 1st of each
year in which Employee would have received a benefit under the appropriate
aforementioned paragraph if he had continued to live. Following the death of
spouse, no further payments shall be made.
(c) If Employee dies while actively
employed after his Normal Retirement Date, his Named Beneficiary shall receive
an annual benefit in the same amount as the Employee would have received under
paragraph THIRD had he retired immediately prior to his death. Such benefit
shall be paid to the Named Beneficiary over the period of Employer’s life
expectancy determined based on 1971 Group Annuity Table and the Employee’s age
nearest birthday on the date of his death. Any fractional years of life
expectancy shall result in a proportional annual benefit for the year. Examples
of life expectancy at various ages are set forth in Appendix B.
(d) If Employee dies subsequent to his
retirement on or after his Normal Retirement Date, his Named Beneficiary shall
continue to receive annual benefit payments in the same amount as Employee was
receiving until the end of Employee’s life expectancy period as described in
paragraph (a) measured from the date of Employee’s retirement. If the Named
Beneficiary is Employee’s spouse, then such spouse shall continue to receive
annual benefit payments for the remainder of her life in an amount equal to 50%
of the benefit received prior to the end of the life expectancy period.
Following the end of the life expectancy period, no continuing benefits shall be
paid to a Named Beneficiary who is not Employee’s spouse.
(e) For purposes of paragraphs (c) and
(d) above, the Named Beneficiary shall be the Employee’s spouse, unless the
Employee notifies Employer in writing that another person shall be the Named
Beneficiary. If Employee has no surviving spouse at the time of his death, and
has not named another Named Beneficiary, then any benefits due his Named
Beneficiary shall be paid to his estate.
FIFTH: WITHHOLDING.
Employer may withhold any taxes from payments to Employee or to the Named
Beneficiary as Employer deems appropriate in accordance with applicable
regulations.
SIXTH: ANNUITIES.
Annuity contracts issued by Aetna Life & Casualty and maintained under any
prior agreement shall not be a part of this Agreement, nor shall benefits
provided under any such contracts be applied toward benefits provided under this
Agreement. Benefits under such contracts shall be paid to Employee upon
retirement, or paid to Employee’s beneficiary (as separately designated by
Employee) upon the death of Employee, in accordance with the terms of such
contracts, subject to any elections regarding the methods of receiving benefit
payments as may be permitted by such contracts.
SEVENTH:
ADMINISTRATION. This Agreement shall be administered on behalf of
Employer by its Board of Directors. The Board of Directors may delegate its
duties to any committee designated by it for such purpose. The Board or any such
committee shall have the authority to interpret, and to determine questions of
fact arising under this Agreement. The determination of the Board of Directors
or any committee administering this Agreement shall be conclusive and binding
upon all persons, including the Employee, his Named Beneficiary, and their
heirs, successors and assigns.
EIGHT: TERMINATION.
Nothing in this Agreement shall confer upon Employee the right to continue in
the employ of Employer.
NINTH: ASSIGNMENT.
Neither Employee nor his Named Beneficiary may assign, pledge or otherwise
encumber any interest in this Agreement without the written consent of Employer.
In the event of any sale or the disposition of all or substantial part of the
assets of the Employer, adequate provision, by a written assumption agreement or
otherwise, shall be made to secure for Employer all of the benefits of this
Agreement to the same extent to which Employee would have been entitled to such
benefits had any such disposition not taken place.
TENTH: WHOLE AGREEMENT
AMENDMENT. This Agreement constitutes the whole Deferred Compensation
Agreement between Employer and Employee and may not be modified, amended, or
terminated except by a written instrument signed by Employer and Employee.
Employer and Employee may amend this Agreement by a document in writing, without
the consent of Employee’s Named Beneficiary, notwithstanding that any such
amendment may have the effect of diminishing or eliminating benefits payable to
such Named Beneficiary under the several provisions of this
Agreement.
ELEVENTH:
MISCELLANEOUS. (a) This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of Employer and the heirs,
administrators, executors, and personal representatives of
Employee.
(b) Failure by the Employer to insist
upon strict compliance with any of the terms, conditions or covenants hereof
shall not be deemed a waiver or relinquishment of any right hereunder, and shall
not impede in any way the right of Employer to enforce any of the provisions
hereof.
(c) If any provision of this Agreement
is held invalid or unenforceable, its invalidity or unenforceability shall not
affect any other provisions of this Agreement, and this Agreement shall be
construed and enforced as if such provision had not been included
herein.
(d) The captions contained herein are
inserted only as a matter of convenience and for reference and in no way define
or limit, enlarge or describe the scope of this agreement nor in any way shall
affect the Agreement or the construction of any provision thereof.
(e) This Agreement shall be governed
by, construed, and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania (without regard to the principles of conflict of
laws).
AMENDMENT
NO. 1
TO
WHEREAS, XXXX MARKETS, INC. (Employer)
and Xxxxxx Xxxx (Employee) previously entered into a Deferred Compensation
Agreement effective January 1, 1983; and
WHEREAS, both parties wish to amend
such Agreement; and
NOW, THEREFORE, the following
provisions are amended:
FIRST
CHANGE
Paragraph FIRST shall be deleted and
the following shall be substituted in its place:
FIRST: RETIREMENT
BENEFIT. (a) Employee’s Normal Retirement Date shall be the first day of
the month following his 65th
birthday. If Employee retires on his Normal Retirement Date, he shall receive
from Employer a benefit determined by the following formula and paid according
to the terms of subparagraph (b) of this paragraph FIRST:
The annual pension benefit shall be an
amount of $68,842 (50% of the 1977 annual compensation paid to the Employee from
Employer), reduced by each of the following; (1) The amount of the annual
primary Social Security benefit for which Employee is eligible as of his Normal
Retirement Date; (2) Any benefit under any Employer pension or profit sharing
plan (but not under a TRASOP or PAYSOP) for which Employee is or was eligible as
of his Normal Retirement Date. If Employee did not elect to receive his benefit
under either the pension or profit sharing plan on a life annuity basis, then
any benefit amount considered under this paragraph (2) shall be equal to the
benefit he would have been eligible for had he elected a life annuity option
under the respective plan or plans, based on actuarial factors and tables used
for actuarial valuation purposes in conjunction with the Xxxx Markets Pension
Plan.
(b) Benefits shall be payable to
Employee within sixty (60) days of his Normal Retirement Date, and thereafter on
each January 1st during
the Employee’s lifetime.
SECOND
CHANGE
Paragraph THIRD, subparagraph (a) shall
be amended by adding the following sentence after the second sentence of such
subparagraph:
“For the calendar year which contains
the Employee’s Normal Retirement Date, his benefit payable as of his Normal
Retirement Date shall be increased by 1 2/3% for each full month from his Normal
Retirement Date to the following January 1st.”
AMENDMENT
NO. 2
TO
WHEREAS, Xxxx Markets Inc. (Employer)
and Xxxxxx X. Xxxx (Employee) previously entered into a Deferred Compensation
Agreement effective January 1, 1983; and
WHEREAS, such agreement was amended by
Amendment No. 1; and
WHEREAS, both parties wish to amend
such Agreement effective on the date executed; and
WHEREAS, Xxxxxx X. Xxxx has remained an
active employee of the Corporation beyond his normal retirement age of 65;
and
NOW, THEREFORE, the following
provisions are amended:
FIRST
CHANGE
Paragraph FIRST, SECOND and THIRD shall
be deleted and the following shall be substituted in their place:
FIRST: POSTPONED
RETIREMENT. (a) The amount of Employee’s annual pension benefit as of the
date on which he retires as an active employee shall be determined in accordance
with the attached Appendix A under the columns headed “Retirement Benefit.” If
employee retires as of a date during the year which is other than January 1, his
annual benefit shall be increased by interpolation (determined arithmetically)
based upon the number of completed months elapsed from the January 1 preceding
the date of his retirement to his date of retirement.
SECOND: FIRST YEAR
BENEFIT. For the first year of his retirement, Employee’s shall receive a
pension equal to the benefit described in FIRST multiplied by a fraction the
numerator of which is the number of months (including partial months) from the
date of his retirement to the December 31 of such year and the denominator of
which is 12.
THIRD: SUBSEQUENT YEAR
BENEFIT. For each subsequent year of his retirement, Employee shall
receive the benefit described in FIRST, payable on January 1 of each subsequent
calendar year on which day he is alive.
SECOND
CHANGE
Paragraph FOUR shall be deleted and the
following shall be substituted in its place.
FOURTH: DEATH
BENEFIT. (a) If Employee dies subsequent to his retirement under
paragraph FIRST, his Named Beneficiary shall continue to receive annual benefits
in the same amount as Employee was receiving until the end of the remainder, if
any, of the Employee’s life expectancy period, as shown in Appendix B as
measured from the date of Employee’s retirement. The payment for a partial year
of such remaining life expectancy shall be pro rated. Payments shall be payable
on January 1 of each year. If the Named Beneficiary is Employee’s spouse, then
such spouse shall continue to receive annual benefit payments for the remainder
of her life in an amount equal to 50% of the benefit received during Employee’s
life expectancy period. Following the end of the life expectancy period, no
continuing benefit shall be paid to a Named Beneficiary who is not Employee’s
spouse. Following the death of the Employee’s spouse, no continuing benefits
shall be paid, except to the extent of the remainder, if any, of the original
life expectancy.
(b) If Employee dies prior to his
retirement, the amount of the death benefit shall be based on the two columns of
Appendix A headed “Death Benefit.” If death shall not occur on January 1 of a
year, then there shall be a determination of an interpolated benefit (determined
arithmetically) based upon the number of completed months elapsed January 1
preceding the date of death to the date of death. A partial payment shall be
made for the first year by multiplying the benefit by a fraction, the numerator
of which is the number of months including partial months from the date of his
death to the December 31 of such year and the denominator of which is 12. The
period of time during which benefits shall be paid to the Named Beneficiary is
equal to the life expectancy period determined in Appendix B with reference to
the date of death. The payment for a partial year of such remaining life
expectancy shall be pro rated. Payments shall be payable on January 1 of each
year. If the Named Beneficiary is Employee’s spouse, then such spouse shall
continue to receive annual benefit payments for the remainder of her life in an
amount equal to 50% of the benefit received during the Employee’s life
expectancy period. Following the end of the life expectancy period, no
continuing benefit shall be paid to a Named Beneficiary who is not Employee’s
spouse. Following the death of the Employee’s spouse, no continuing benefits
shall be paid, except to the extent of the remainder, if any, of the original
life expectancy.
Xxxxxx
Xxxx Appendix A
|
Retirement Benefit
|
Death Benefit
|
|||||
|
Date of
|
Annual
|
Date of
|
Annual
|
|||
|
Retirement
|
Benefit
|
Death
|
Benefit
|
|||
|
Jan
1, 1992
|
72,366
|
Jan
1, 1992
|
209,646
|
|||
|
Jan
1, 1993
|
129,719
|
Jan
1, 1993
|
230,611
|
|||
|
Jan
1, 1994
|
199,767
|
Jan
1, 1994
|
253,672
|
|||
|
Jan
1, 1995
|
279,039
|
Jan
1, 1995
|
279,039
|
|||
|
Jan
1, 1996
|
306,943
|
Jan
1, 1996
|
306,943
|
|||
|
Jan
1, 1997
|
337,638
|
Jan
1, 1997
|
337,638
|
|||
|
Jan
1, 1998
|
371,401
|
Jan
1, 1998
|
371,401
|
|||
|
Jan
1, 1999
|
408,542
|
Jan
1, 1999
|
408,542
|
|||
|
Jan
1, 2000
|
449,396
|
Jan
1, 2000
|
449,396
|
|||
|
Jan
1, 2001
|
494,335
|
Jan
1, 2001
|
494,335
|
|||
|
Jan
1, 2002
|
543,769
|
Jan
1, 2002
|
543,769
|
|||
|
Jan
1, 2003
|
598,146
|
Jan
1, 2003
|
598,146
|
|||
|
Jan
1, 2004
|
657,960
|
Jan
1, 2004
|
657,960
|
|||
|
Jan
1, 2005
|
723,756
|
Jan
1, 2005
|
723,756
|
|||
|
Jan
1, 2006
|
796,132
|
Jan
1, 2006
|
796,132
|
|||
|
Jan
1, 2007
|
875,745
|
Jan
1, 2007
|
875,745
|
|||
|
Jan
1, 2008
|
963,320
|
Jan
1, 2008
|
963,320
|
|||
|
Jan
1, 2009
|
1,059,651
|
Jan
1, 2009
|
1,059,651
|
|||
|
Jan
1, 2010
|
1,165,617
|
Jan
1, 2010
|
1,165,617
|
|||
|
Jan
1, 2011
|
1,282,178
|
Jan
1, 2011
|
1,282,178
|
|||
|
Jan
1, 2012
|
1,410,396
|
Jan
1, 2012
|
1,410,396
|
|||
|
Jan
1, 2013
|
1,551,436
|
Jan
1, 2013
|
1,551,436
|
|||
Xxxxxx
Xxxx Appendix B
|
Date of Death or Retirement
|
||||
|
Life Expectancy
|
||||
|
From
|
To
|
In Years
|
||
|
Dec
10, 1991
|
Dec
9, 1992
|
10.3
|
||
|
Dec
10, 1992
|
Dec
9, 1993
|
9.7
|
||
|
Dec
10, 1993
|
Dec
9, 1994
|
9.2
|
||
|
Dec
10, 1994
|
Dec
9, 1995
|
8.8
|
||
|
Dec
10, 1995
|
Dec
9, 1996
|
8.3
|
||
|
Dec
10, 1996
|
Dec
9, 1997
|
7.8
|
||
|
Dec
10, 1997
|
Dec
9, 1998
|
7.4
|
||
|
Dec
10, 1998
|
Dec
9, 1999
|
7.0
|
||
|
Dec
10, 1999
|
Dec
9, 2000
|
6.7
|
||
|
Dec
10, 2000
|
Dec
9, 2001
|
6.4
|
||
|
Dec
10, 2001
|
Dec
9, 2002
|
6.1
|
||
|
Dec
10, 2002
|
Dec
9, 2003
|
5.9
|
||
|
Dec
10, 2003
|
Dec
9, 2004
|
5.7
|
||
|
Dec
10, 2004
|
Dec
9, 2005
|
5.5
|
||
|
Dec
10, 2005
|
Dec
9, 2006
|
5.2
|
||
|
Dec
10, 2006
|
Dec
9, 2007
|
4.9
|
||
|
Dec
10, 2007
|
Dec
9, 2008
|
4.6
|
||
|
Dec
10, 2008
|
Dec
9, 2009
|
4.4
|
||
|
Dec
10, 2009
|
Dec
9, 2010
|
4.1
|
||
|
Dec
10, 2010
|
Dec
9, 2011
|
3.9
|
||
|
Dec
10, 2011
|
Dec
9, 2012
|
3.6
|
||
|
Dec
10, 2012
|
Dec
9, 2013
|
3.4
|
||
