EXHIBIT 10(k)
TELMARK LLC RETENTION AGREEMENT
This Telmark LLC Retention Agreement for ▇▇▇▇ ▇▇▇▇▇ replaces a memo dated May
29, 2002 on the same subject.
Telmark wishes to recognize your additional efforts during the period up to
September 30, 2003 by the payment of $122,500 (the "retention amount")
You are eligible to receive 50% of the retention amount as of March 31, 2003 and
the remaining 50% as of September 30, 2003.
In the event of a sale of Telmark on or before September 30, 2003, you will
receive 100% of the retention amount, less any retention amount payments
previously received, if you are employed on the date of such sale.
Payments will be made in cash and paid from Telmark earnings within 30 days of
these dates.
In the event your employment terminates other than for performance reasons or
voluntary resignation, you will receive a pro-rata payment calculated from
October 1, 2002 to the date employment terminates.
This retention amount is subject to your having complied with a Confidentiality
Agreement previously executed by you and remaining as an employee of Telmark
through the first payment date, the second payment date or a sale of Telmark.
The retention amount payable is an obligation of Telmark LLC.
A "sale of Telmark" means a sale of Agway's ownership interest in Telmark, a
sale of all or substantially all of the assets of Telmark or a transfer of
substantially all the employees of Telmark to another party, such other party to
be administering substantially all of the assets of Telmark.
For your FY 03 Variable Pay Plan, a minimum vested amount will be calculated as
of the date of a sale of Telmark. This amount will be determined by the
President, in the President's sole discretion, based on financial and
operational results and the timing of a sale of Telmark. Any draw of variable
pay for FY 03 will be deducted from the minimum vested amount to be paid.
Payment will be made within 30 days after the date of a sale of Telmark. If your
employment terminates between the sale date and June 30, 2003, you will receive
only this minimum vested amount; you will not receive any further payment from
Telmark based on your FY 03 Variable Pay Plan. If employment continues to June
30, 2003, you will receive the payment calculated under your FY 03 Variable Pay
Plan, as determined by the President in his sole discretion, less the minimum
vested amount previously paid.
You are eligible for any severance benefits under the existing Agway plan.
Should your employment be terminated by Telmark as a result of a sale of Telmark
and you are not offered employment with Telmark under its new ownership, you may
elect to continue health insurance coverage for up to an additional three months
after the normal cancellation date at active employee contribution rates. After
that you will be eligible for COBRA benefits.
Should your employment be terminated by Telmark as a result of a sale of Telmark
and you are not offered employment with Telmark under its new ownership, you
will receive for six months following termination executive level career
transition assistance services by a firm selected by the employee and paid for
by Telmark.
TELMARK LLC
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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President
Date: September 26, 2002
