DEFERRED COMPENSATION AGREEMENT
Exhibit 10.44
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BETWEEN |
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COMBINED INSURANCE COMPANY OF AMERICA |
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XXXXXXX X. XXXXX |
This Deferred Compensation Agreement (Agreement) entered into this 29th day of December, 1981 by and between Combined Insurance Company of America, an Illinois insurance corporation located at 000 Xxxxxx Xxxx., Xxxxxxxxxx, Xxxxxxxx (Combined), and Xxxxxxx X. Xxxxx , who is employed by Combined as Vice-President Divisional Manager, New Diamond Division of Combined, residing at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (Employee),
WITNESSETH:
WHEREAS, the Employee desires to defer any bonus(es) he may become eligible for during the year 1982 (other than Combined’s Christmas bonus), and
WHEREAS, Combined is agreeable to such deferral.
NOW THEREFORE, in consideration of the Employee’s future services for Combined and other good and valuable consideration, Combined and the Employee do hereby agree as follows;
1. Amount Deferred. Subject to the limitation hereinafter set forth in this paragraph, the Employee hereby agrees to defer receiving from Combined any bonus(es) (other than Combined’s usual Christmas bonus) in the amount of $2,000 or more which may become payable to the Employee during the period from the date of this agreement to December 31, 1982 (Accumulation Period). The amount deferred hereunder shall not exceed 20% of the Employee’s aggregate compensation paid to him on December 31, 1982 or $30,000, whichever limitation is reached first. In the event that the Employee becomes entitled to receive a bonus(es) in excess of such limitation, Combined shall release for payment to the Employee the excess portion of such bonus(es). The amount deferred under this Agreement, is hereinafter referred to as the “proceeds”.
2. Interest.
a. During the Accumulation Period. As of December 31, 1982, interest shall be credited with respect to the amount deferred under this Agreement for the number of full calendar months remaining in the Accumulation Period after the date(s) on which the bonus(es) become payable at the annual rate as determined by averaging the one year Treasury xxxx yield as published monthly by the Federal Reserve Bank of St. Louis such months comprising the Accumulation Period.
b. After the Accumulation Period. Commencing on January 1, 1983, the proceeds of this Agreement shall bear interest compounded semi-annually at an annual rate determined as of July 1st and January 1st of each year by averaging the one year Treasury xxxx yield as published monthly by the Federal Reserve Bank of St. Louis for the last 6 months immediately prior thereto.
3. Payment of Proceeds. The proceeds payable to the Employee personally shall be paid in a lump sum.
The date of payment of the proceeds shall be the first to occur of the following:
a. January 1, 1986; (or upon termination of employment with Combined if later;) or
b. 30 days following the death of the Employee.
Notwithstanding anything herein contained to the contrary, the Executive Committee of the Board of Directors of Combined shall have the right in its sole discretion to alter the manner of payment or accelerate the date of payment.
4. Beneficiary. The proceeds of this Agreement payable on the death of the Employee or unpaid at the death of the Employee shall be paid in a lump sum to the beneficiary designated in writing by the Employee, provided such designation has been filed with Combined prior to the death of the Employee. If no beneficiary is so designated, payment will be made to the employee’s estate. The Employee may change the designated beneficiary of this Agreement by filing with Combined notice of such change.
5. Miscellaneous.
a. Nothing contained in this Agreement shall be construed as conferring upon the Employee the right to continue in the employ of Combined as an executiveor in any other capacity.
b. The proceeds of this Agreement are to be paid from general corporate funds.
c. The right to receive payment hereunder is personal, nonassignable andnontrans ferrable.
d. This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties on the date first above written have executed this Agreement.
COMBINED INSURANCE COMPANY OF AMERICA
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/s/Xxxxx Xxxxxx |
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Assistant Secretary |
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/s/ Xxxxxxx X. Xxxxx |
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Xxxxxxx X. Xxxxx |
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