INCENTIVE DEFERRED COMPENSATION AGREEMENT
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This Incentive Deferred Compensation Agreement is made effective this ____ day
of November, 2000, by and between XXXXXXX COMPUTER RESOURCES, INC., a Delaware
corporation (the "Company") and XXXXXXX XXXXXXX ("Valentz").
W I T N E S S E T H:
WHEREAS, simultaneously with the execution of this Agreement, the Company and
Valentz have entered into an Employment Agreement for the employment of Valentz
by Company;
WHEREAS, pursuant to Section 5(c) of said Employment Agreement, Valentz may be
entitled to incentive deferred compensation in the event certain economic
criteria are satisfied;
WHEREAS, the parties wish to define the terms governing the incentive deferred
compensation in the event the economic criteria and the terms and conditions of
the Employment Agreement are satisfied.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein set forth, the parties hereby covenant and agree as follows:
1. In the event Valentz satisfies the economic criteria set forth in the
Employment Agreement for such year and is entitled to incentive deferred
compensation, the incentive deferred compensation shall be governed by
the terms of this Agreement.
2. In the event Valentz should die or become disabled during the term of the
Employment Agreement, or if the Employment Agreement is not renewed by
Company at the expiration of the initial term or any renewal term, all
incentive deferred compensation earned shall be vested in full and shall
be payable to Valentz and/or his designated beneficiary at that time. For
purposes of this Paragraph, the term "disabled" shall have the meaning
set forth in said Employment Agreement.
1. In the event Valentz discontinues employment with the Company during the
initial term or any renewal term of this Employment Agreement or if
Valentz does not renew the Employment Agreement at the expiration of the
initial term or any renewal term and such discontinuation of employment
is not a result of Valentz becoming disabled, the vested portion of his
deferred compensation account will be paid to him at said time and all
non-vested amounts will be forfeited. Provided, however, if Valentz would
violate the terms of his covenant not to compete and confidentiality
agreement as set forth in Sections 8 and 9 of his Employment Agreement,
the vested portion of his deferred compensation account will likewise be
forfeited. The incentive deferred compensation shall vest according to
the following schedule:
Years of Service With Company or its Percentage of Vested
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Subsidiaries from the Effective Date Interest
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of This Agreement
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Less than 1 year 0%
One year 20%
Two years 40%
Three years 60%
Four years 80%
Five years 100%
This vesting schedule shall apply separately to each year that incentive
deferred compensation is earned by Valentz upon the satisfaction of the economic
criteria set forth in the Employment Agreement.
By way of illustration, if Valentz satisfied the economic criteria for years 1
and 2 of the Agreement, at the end of year 2, Valentz would be 40% vested as to
the incentive deferred compensation credited in year 1 and 20% vested as to the
incentive deferred compensation credited in year 2.
1. No deferred compensation shall be paid under the terms of this
Agreement in the event Valentz is discharged from the service of the Company for
cause. For purposes of this Paragraph, the term "cause" shall have the meaning
set forth in Section 10(a)(iii) of said Employment Agreement
2.
3. Valentz shall not have the right to commute, sell, transfer, assign or
otherwise convey the right to receive any payments under the terms of
this Agreement. Any such attempted assignment or transfer shall terminate
this Agreement and the Company shall have no further liability hereunder.
1. It is the intention of the parties that the incentive deferred
compensation to be payable to Valentz hereunder (if applicable) shall be
includable for Federal Income Tax purposes in his, or such beneficiary's
gross income only in the taxable year in which he or the beneficiary
actually receives the payment and Company shall be entitled to deduct
such incentive deferred compensation as a business expense in its Federal
Income Tax return in the taxable year in which such payment is made to
Valentz or his beneficiary.
1. Nothing contained in this Agreement shall in any way affect or interfere
with the right of Valentz to share or participate in a retirement plan of
the Company or any profit sharing, bonus or similar plan in which he may
be entitled to share or participate as an employee of the Company.
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1. This Agreement shall be binding upon the heirs, administrators,
executors, successors and assigns of Valentz and the successors and
assigns of Company. This Agreement shall not be modified or amended
except in writing signed by both parties.
1. This Agreement shall be subject to and construed under the laws of the
State of Alabama.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year first above written.
XXXXXXX COMPUTER RESOURCES, INC.
By:___________________________________
Xxxxxxx X. Xxxxxxx,
Chief Financial Officer
_____________________________________
XXXXXXX XXXXXXX
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