EXHIBIT 10.1
AMENDMENT OF
SUPPLEMENTAL PENSION BENEFIT AGREEMENT
THIS AMENDING AGREEMENT made as of the ___ day of
_____________, 2002 by and between XXXXX TELECOM INC., a Delaware Corporation,
("Xxxxx") having its principal executive offices at Beachwood, Ohio, and XXXXXX
Xx. XXXXXXX, of Los Angeles, California ("Colburn").
RECITALS
X. Xxxxx maintains a retirement plan for employees designated
as the Xxxxx Telecom Inc. Corporate Retirement Plan (the "Pension Plan"), which
is intended to meet the requirements of a "qualified plan" under the Internal
Revenue Code of 1986, as amended (the "Code"); and
X. Xxxxx and Xxxxxxx have heretofore entered into a
Supplemental Pension Benefit Agreement, dated as of December 6, 1983 as amended
by certain provisions of the Employment Agreement between Xxxxx and Xxxxxxx,
dated as of June 28, 1988, and by an Amending Agreement, dated as of December 5,
1989, and as further amended and restated by an Amended and Restated
Supplemental Pension Benefit Agreement, dated as of December 20, 1990, and as
further amended and restated by an Amended and Restated Supplemental Pension
Benefit Agreement dated as of February 27, 1992, and as further amended by an
amendment thereto dated as of August 1st, 1997 (such Supplemental Pension
Benefit Agreement, as amended hereinafter referred to as the "Pension
Agreement"), which is intended to provide an aggregate level of pension benefits
to Xxxxxxx which exceed the qualified benefits payable under the Pension Plan,
whether or not such Pension Plan benefits are limited in amount by provisions of
the Code affecting qualified plans only;
X. Xxxxxxx'x employment by Xxxxx terminated on December 31,
1991 and he elected early retirement under the Pension Plan and an optional form
of payment under the Pension Plan; and
D. It is considered in the best interests of Xxxxx and Xxxxxxx
to clarify certain provisions of the Pension Agreement.
NOW, THEREFORE, in consideration of the premises and of
Xxxxxxx'x services and significant contributions to Xxxxx, the parties hereto
agree as follows:
I.
The second sentence of Paragraph 3 of the Pension Agreement is
hereby amended in its entirety to read as follows:
"For purposes of determining the lump sum present value of the
Supplemental Pension Benefit, the actuarial and interest rate assumptions of the
Company's Corporate
Retirement Plan (or any successor plan hereto) used to determine lump sum
actuarial equivalents thereunder in effect on the date of payment shall be
used."
II.
Subsection (d) of Paragraph 3 of the Pension Agreement is
hereby deleted and the following new paragraph is added to the end of Paragraph
3 of the Pension Agreement to read as follows:
"(d) Xxxxxxx may elect to receive his remaining Supplemental Pension
Benefit in a single cash lump sum payment. If Xxxxxxx so elects, the amount to
be paid to him shall be equal to the actuarial present value of all remaining
Supplemental Pension Benefit payments, reduced by ten percent (10%). The
actuarial present value shall be calculated using the interest rate and other
actuarial assumptions of the Company's Corporate Retirement Plan (or any
successor plan hereto) used to determine lump sum actuarial equivalents
thereunder in effect on the date of payment. The remaining ten percent (10%) of
the actuarial present value of all remaining Supplemental Pension Benefit
payments shall be forfeited."
Except as herein specifically amended the Pension Agreement is ratified and
confirmed.
This Amending Agreement and the Pension Agreement as
previously amended and restated shall be read, interpreted and construed as a
single agreement.
IN WITNESS WHEREOF, Xxxxx Telecom Inc. has caused this Amending Agreement to be
signed by its proper officer and Xxxxxxx has hereunto set his hand this ___ day
of ______________, 2002.
ATTEST XXXXX TELECOM INC.
By:
Secretary Title:
WITNESS: XXXXXX Xx. XXXXXXX
