ESTĒE
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XXXXX |
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XXXXXX |
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C O M P A N I E S |
[Date]
[Name]
[Title]
[Company]
[Address]
[Address]
RE: Stock Unit Account Deferral Agreement
Dear [ ]:
You have elected to defer receipt of certain amounts which will otherwise become payable to you by The Xxxxx Xxxxxx Companies Inc. (the “Company”) in connection with your service on the Board of Directors of the Company and one or more Committees of that Board and requested that such deferrals be measured by reference to the Company’s Class A Common Stock. This letter (the “Agreement”) sets forth the terms of the deferral facility. A copy of your deferral election is attached hereto and forms a part of this Agreement.
1. This Agreement shall cover all fees otherwise payable by the Company in connection with your service on the Company’s Board and any Committees of the Board during the terms of this Agreement (the “Deferred Payments”). This Agreement shall not cover, and your Deferred Payments shall not include, stock-based compensation paid or payable to you (plus the reimbursement for taxes related to the grant of 2,000 shares to you) or reimbursement for expenses incurred in connection with your Company activities.
2. The Company shall establish a notional Stock Unit Account in your name, and shall credit to such Account that number of units equal to (a) the amount of a Deferred Payment otherwise payable to you in cash divided by (b) the closing price per share of the Class A Common Stock on the New York Stock Exchange the date such payment would have been made had it not been deferred. Until full payment has been made to you in accordance with paragraph 3 or 4, on each date that a dividend is paid on the Class A Common Stock, the Company shall
credit to the Stock Unit Account a number of units equal to (x) the aggregate dividend payable on a number of shares equal to the number of units credited to the Stock Unit Account as of such payment date divided by (y) the closing price per share of the Class A Common Stock on the New York Stock Exchange on such dividend payment date.
3. Subject to the terms of paragraph 4, below, the units credited to your Stock Unit Account shall be paid in a lump sum in cash on the first business day of the calendar year next following your last day of service for the Company. The value of each unit shall be equal to the average closing price of the Class A Common Stock on the New York Stock Exchange for the 20 trading days preceding the payment date. If payout of the Stock Unit Account shall be made after a record date for dividends on the Class A Common Stock but before the payment date for such dividend, then the dividend equivalent amount that would have been credited to the Stock Unit Account shall be paid to you in cash on the dividend payment date.
4. In the event of your death prior to the payment to you of all of the units then credited to your Stock Unit Account, all such remaining amounts shall be paid to your executor or administrator within ninety (90) days after the date of your death. For purposes of this paragraph, the units credited to your Stock Unit Account shall be valued and dividend equivalents shall be handled, as provided in paragraph 3 above.
5. This Agreement shall continue in full force and effect unless it shall be terminated with respect to future deferrals, by you or by the Company, by either party giving written notice of such termination. If such notice is given, termination shall be effective as of the first January 1 that occurs more than ninety (90) days after the date of such notice. Notwithstanding the giving of such notice, amounts deferred prior to the effective date of termination shall be paid at the time and in the manner set forth in paragraph 3 or 4 above.
6. If any changes or adjustments are made to the outstanding Class A Common Stock, then corresponding adjustments shall be made to the units in the Stock Unit Account as if the units were governed by the Company’s Amended and Restated Non-Employee Director Share Incentive Plan or as authorized by the Board of Directors of the Company.
7. Nothing in this Agreement shall be deemed to create a trust or segregated asset account of any nature, and no money or other thing of value shall be separately held by the Company in connection with its obligation to make Deferred Payments hereunder. The attempt by any person to anticipate, hypothecate or otherwise receive value in
respect of such obligation prior to the date scheduled for the payment of Deferred Payments under the terms of this Agreement shall be null and void and of no force or effect.
Please indicate your acknowledgment of and agreement to all of the foregoing by signing below and returning this Agreement to the Company as indicated in the attached materials.
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Very truly yours, | ||
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THE XXXXX XXXXXX COMPANIES INC. | ||
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By: |
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ACKNOWLEDGED AND AGREED TO: |
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By: |
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[Name] |
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Date: |
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CONFIDENTIAL |
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To: |
[DIRECTOR NAME] |
XXXXX XXXXXX C O M P A N I E S |
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From: |
[NAME] | |
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Re: |
Election Form – Director Compensation Deferral | |
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Date: |
[XXX] |
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You have the ability to elect to defer the receipt of your annual cash retainers for your Board and Committee service (“Board Fees”) into either (a) a stock unit account, which includes dividend credits or (b) an interest-bearing cash account. In each case, all deferred amounts would be paid out to you in a lump sum in cash as of the first business day of the calendar year following the date on which all your services for the Company terminate.
Please check the appropriate box below regarding your deferral decision and sign and date this form. If you choose to defer your Board Fees, please also sign and date the appropriate deferral agreement that will form a part of this election form. Please note that your election to defer your Board Fees will remain in effect until terminated in accordance with the terms of the deferral agreement.
Please return this form and any applicable agreements via email to [Legal Department, Name] by [DATE]. Please also mail the original(s) to:
[NAME] - Legal Department, The Xxxxx Xxxxxx Companies Inc.
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
Please keep a copy for your records as well. Please check one of the choices below to make your deferral election:
/____/ I hereby elect to defer payment of all my Board Fees into a Stock-Unit Account (please also sign and date the enclosed “Stock Unit Account Deferral Agreement”)
/____/ I hereby elect to defer payment of all my Board Fees into an Interest-Bearing Cash Account (please sign and date the enclosed “Interest-bearing Cash Account Deferral Agreement”)
/____/ Do not defer my Board Fees
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[Name] |
[Date] | ||
Enclosures
