TERMINATION OF EMPLOYEE DEATH BENEFIT AGREEMENT
Exhibit 10.2
TERMINATION OF
EMPLOYEE DEATH BENEFIT AGREEMENT
EMPLOYEE DEATH BENEFIT AGREEMENT
THIS TERMINATION OF EMPLOYEE DEATH BENEFIT AGREEMENT (the “Termination”) is made this day
of , 2006, by and between (the “Employee”), and THE TIMKEN
COMPANY (“Timken”), an Ohio corporation having its principal offices at Canton, Ohio.
RECITALS
A. The Employee and Timken entered into an Employee Death Benefit Agreement dated
, 2004 (the “Death Benefit Agreement”), pursuant to which Timken promised to
provide death benefits to the Employee’s beneficiary in certain circumstances.
B. Timken has determined that it is preferable to provide death benefit protection to the
Employee’s beneficiary through the procurement of an individual term life insurance policy (the
“Policy”) to be owned by the Employee, the premiums for which will be paid by Timken.
C. In consideration of Timken’s procurement of and agreement to pay the premiums on the
Policy, the Employee is willing to terminate the Death Benefit Agreement.
NOW, THEREFORE, the parties covenant and agree as follows, effective as of ,
2006 (the “Effective Date”):
1. Effective as of the Effective Date, Timken shall procure a term life insurance policy
providing life insurance coverage on the life of the Employee in the amount of twice the Employee’s
annual salary in effect as of December 31, 2003, determined by Timken to be $ . The
Employee shall be the owner of the Policy and, except for Timken’s obligations in Section 2, the
Employee shall have all incidents of ownership of the Policy, except that the Employee shall not
have the right to transfer any rights under the Policy.
2. Timken shall take all actions necessary to keep the Policy in force, including payment of
all premiums, until the Employee attains age 70, provided however, Timken’s
obligation under this Paragraph 2 shall earlier terminate upon the Employee’s voluntary or
involuntary termination of active employment as an officer of Timken other than if the termination
is as a result of (a) the Employee’s retirement under The 1984 Retirement Plan for Salaried
Employees of The Timken Company, or any successor plan, or (b) an involuntary termination of
employment subsequent to a Change of Control, as defined in the Severance Agreement entered into by
the Employee and Timken, or any successor thereto.
3. In consideration of Timken’s commitments hereunder, the Employee, for himself and his
dependents, successors, assigns, heirs, executors and administrators (and his and their legal
representatives of every kind), and Timken hereby agree that, effective as of the Effective Date,
the Death Benefit Agreement shall terminate and have no further force and effect.
4. This Termination shall be binding upon and shall inure to the benefit of Timken and the
Employee and their respective successors and assigns.
5. The rights of the Employee and his or her beneficiary or beneficiaries under the Policy
shall be governed by the terms and conditions of the Policy, and Timken shall have no obligation
with respect to the Policy other than as set forth herein.
6. This Termination may not be amended, altered or modified, except by a written instrument
signed by the parties hereto.
7. This Termination shall be subject to and construed under the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Termination of Employee Death
Benefit Agreement on this day of , 2006.
THE TIMKEN COMPANY |
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By: | |||||
Employee | Xxxxxxx X. Xxxxxxxx | ||||
Its: Senior Vice President & General Counsel |
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