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EXHIBIT 10.4
AMENDED AND RESTATED
SENIOR OFFICER RETIREMENT/DEFERRED COMPENSATION AGREEMENT
This Amended and Restated Senior Officer Retirement Agreement is
entered into by and between THE WACKENHUT CORPORATION, a Florida corporation
("Company") Xxxxxx X. Xxxxxxx ("Executive").
WHEREAS, the Company and Executive have executed that certain Senior
Officer Retirement Agreement ("Agreement") as of March 11, 1998; and
WHEREAS, the Company and Executive desire to amend and restate the
Agreement.
NOW THEREFORE, it is agreed as follows:
1. EMPLOYMENT
Company will employ Executive as Senior Vice President or in such other
positions as may be determined from time to time by the Board of
Directors of Company and at such rate of compensation as may be so
determined. Executive will devote her full energy, skill and best
efforts to the affairs of Company on a full-time basis. It is
contemplated that such employment will continue until May 26, 2011
(Executive's Retirement Date), but nevertheless either Company or
Executive may terminate Executive's employment at any time and for any
reason upon ten (10) days written notice to the other.
2. RETIREMENT
In the event Executive's employment continues until her Retirement
Date, upon retirement, and commencing with the first month after
Executive actually retires, Company will pay Executive $16,666.66
monthly for three hundred (300) months.
3. TERMINATION OF EMPLOYMENT
If Executive terminates her employment with Company for reason other
than death, or if Company terminates Executive's employment prior to
Executive's Retirement for reason other than death, Company will pay
Executive monthly, commencing with the first month after Executive's
Retirement Date and continuing for three hundred (300) months, the
amount specified in Section 2 above.
4. DEATH
If Executive dies before Retirement Date and before termination of her
employment with Company, Company shall pay Executive's named
Beneficiary (designated as provided in Section 6 of this Agreement and
hereinafter referred to as Beneficiary) a monthly amount of $8,333.33
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commencing with the first month following death and continuing for one
hundred fifty (150) months thereafter. In the case of death of
Executive after termination of employment with Company, but before her
Retirement Date, the Company shall pay to Beneficiary $8,333.33
commencing with the first month following death and continuing for one
hundred fifty (150) months thereafter. If Executive dies within three
hundred (300) months following her Retirement Date and while receiving
payments hereunder, Company shall pay Beneficiary the payments which
would have been made to Executive had she lived for the balance of said
three hundred (300) month period.
5. CHANGE IN CONTROL
Upon the occurrence of a "Change in Control" (as defined in the
Executive Severance Agreement between the Executive and Company, dated
March 17, 2000), the Executive's Retirement Date shall automatically be
changed for all purposes to the date which is five years prior to the
date specified in Section 1 hereof. In addition, within ten (10) days
following the date the Executive's employment with the Company is
terminated following a Change in Control, the Company shall pay to the
Executive or if the Executive dies to the Beneficiary or Beneficiaries,
the present value of all deferred compensation provided for pursuant to
this Agreement that would have been paid if the Executive remained
employed with the Company through the Retirement Date. The present
value shall be calculated (i) using a discount rate equal to the lower
of the rate provided in Internal Revenue Code Section 280G(d)(4), or
six and one half percent (6-1/2%), and (ii) without regard to any
mortality factor or related probabilities.
6. SMALL AMOUNTS
In the event the amount of any monthly payments provided herein shall
be less than Twenty ($20) Dollars, the Company in its sole discretion
may in lieu thereof pay the commuted value of such payments (calculated
on the basis of the interest rate and mortality assumptions being used
by The Northwestern Mutual Life Insurance Company of Milwaukee,
Wisconsin, to calculate immediate annuity rates on the date of this
Agreement) to the person entitled to such payments.
7. BENEFICIARY
The Beneficiary (or Beneficiaries) of any payments to be made after
Executive's death, shall be as designated by Executive and shown on
attached Exhibit A or such other person or persons as Executive shall
designate in writing to Company. If no effective designation of
Beneficiaries has been made by Executive, any such payments shall be
made to Executive's estate.
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8. RESTRICTIONS
Executive shall not at any time, either directly or indirectly, accept
employment with, render service, assistance or advice to, or allow her
name to be used by any competitor of the Company unless approved by the
Board of Directors of the Company. Determination by the Board of
Directors of the Company that Executive has engaged in any such
activity shall be binding and conclusive on all parties, and in
addition to all other rights and remedies which Company shall have,
neither Executive nor Beneficiary shall be entitled to any payments
hereunder. Upon a "Change in Control", the provisions of this Section 8
shall no longer apply.
9. INSURANCE
If Company shall elect to purchase a life insurance contract to provide
Company with funds to make payments hereunder, Company shall at all
times be the sole and complete owner and beneficiary of such contract,
and shall have the unrestricted right to use all amounts and exercise
all options and privileges thereunder without knowledge or consent of
Executive of Beneficiary or any other person, it being expressly agreed
that neither Executive nor Beneficiary nor any other person shall have
any right, title or interest whatsoever in or to any such contract.
10. SOURCE OF PAYMENTS
Executive, Beneficiary and any other person or persons having or
claiming a right to payments hereunder or to any interest in this
Agreement shall rely solely on the unsecured promise of Company set
forth herein, and nothing in this Agreement shall be construed to give
Executive, Beneficiary or any other person or persons any right, title,
interest or claim in or to any specific asset, fund, reserve, account
or property of any kind whatsoever owned by Company or in which it may
have any right, title or interest now or in the future, but Executive
shall have the right to enforce her claim against Company in the same
manner as any unsecured creditor.
11. AMENDMENT
This Agreement may be amended at any time or from time to time by
written agreement of the parties.
12. ASSIGNMENT
Neither Executive, nor Beneficiary, nor any other person entitled to
payments hereunder shall have power to transfer, assign, anticipate,
mortgage or otherwise encumber in advance any of such payments, nor
shall such payments be subject to seizure for the payment of public or
private debts, judgments, alimony or separate maintenance, or be
transferable by operation of law in event of bankruptcy, insolvency or
otherwise.
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13. BINDING EFFECT
This Agreement shall be binding upon the parties hereto, their heirs,
executors, administrators, successors and assigns. The Company agrees
it will not be a party to any merger, consolidation or reorganization,
unless and until its obligations hereunder shall be expressly assumed
by its successors.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
the 17th day of March, 2000.
Signed, Sealed and Delivered EXECUTIVE:
In the Presence of:
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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PRINT NAME OF WITNESS BELOW: Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx
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Date: 3/17/00
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/s/ Xxxxx X. XxXxxx
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PRINT NAME OF WITNESS BELOW:
Xxxxx X. XxXxxx
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THE WACKENHUT CORPORATION
/s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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PRINT NAME OF WITNESS BELOW: Name: Xxxxxxx X. Xxxxxxxxx
Title: President and Chief Executive
Officer
Xxxxxxxx Xxxxxxxx
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/s/ X.X. Tissot Date: 3/17/00
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PRINT NAME OF WITNESS BELOW:
X.X. Tissot
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