EXHIBIT 10.19
XXXXX XXXXX HOLDINGS, INC.
SENIOR OFFICER CHANGE IN CONTROL COMPENSATION BENEFITS PLAN
PARTICIPANT AGREEMENT
THIS PARTICIPANT AGREEMENT (this "Agreement") is made effective as of the
Effective Date set forth below, by and between XXXXX XXXXX HOLDINGS, INC., a
Delaware corporation ("Company"), and _______________________________, an
officer of Company ("Participant"), with respect to the following facts and
premises:
1. Participant has been designated as a "Participant" in the Company's SENIOR
OFFICER CHANGE IN CONTROL COMPENSATION BENEFITS PLAN (the "Plan");
2. The Plan has an arbitration provision that Participant must agree to as a
condition to participate in the Plan.
3. The Plan requires that the Company establish a Participant Agreement for each
Participant.
THEREFORE, the Company and Participant agree as follows:
A. PARTICIPATION DATE. The date when this Agreement shall be effective between
the parties (the "Participation Date") is: _____________ __, 200_.
B. AGREEMENT TO ARBITRATE. Participant and Company hereby agree to the
arbitration provisions in Section 7.3 of the Plan. Participant and Company
hereby acknowledge that the arbitration provisions in the Plan constitute
the exclusive mechanism for resolving any disputes between the parties
relating to the interpretation, administration and benefits of the Plan and
that by agreeing to the arbitration provisions in the Plan, the parties are
waiving any right to litigate such dispute in a court of law, including any
right to a trial by jury.
C. GENERAL PROVISIONS.
1. PLAN PROVISIONS. All terms, conditions and provisions of the Plan, as
it may be amended from time to time, are fully incorporated in this
Agreement as if fully set forth herein. The language of the Plan shall
supersede and control over any conflicting provisions of this
Agreement.
2. AMENDMENT. This Agreement may be amended only by an express written
agreement between the parties specifically referring to and reflecting
an intent to amend this Agreement.
3. TAX AND LEGAL. Participant is not relying upon Company or anyone
representing Company for legal or tax advice, representations or
warranties (and acknowledges that none has been given) in connection
with this Agreement and the Plan benefits, rights, interests and
obligations. Participant acknowledges his/her right to consult (at
his/her personal expense) with personal legal and tax advisors for all
aspects of the Plan and this Agreement. Company makes no
representation and the Company shall have no liability to any
Participant or any other person if any Separation Benefits or Other
Benefits provided pursuant to the terms of the Plan are determined to
constitute "nonqualified deferred compensation" within the meaning of
Section 409A of the Code and the payment terms of such Separation
Benefits do not satisfy the additional conditions applicable to
nonqualified deferred compensation under Section 409A of the Code and
Section 4.3 of the Plan.
4. BINDING EFFECT. This Agreement is binding on and (to the extent
expressly permitted by the terms of this Agreement and the Plan) shall
inure to the benefit of the parties and their respective heirs,
executors, administrators, successors and assigns.
5. DEFINED TERMS. Except as provided herein, all capitalized terms used
in this Agreement have the same meaning and definition as set forth in
the Plan.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and Participant has executed this Agreement, in the
City of Seattle, Washington.
COMPANY
XXXXX XXXXX HOLDINGS, INC.
By:
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Xxxxxx Xxxxxxx, Chief Executive Officer
Date:
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PARTICIPANT
By:
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[name]
Date:
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