XXX XXXX CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2
PARTICIPATION AGREEMENT
(Amended and Restated Effective
as of January 1, 2000)
This amended and restated Participation Agreement is entered into as of this 1st
day of January, 2000, between Xxx Xxxx Corporation, a Delaware corporation
("Employer"), and Xxxxx X. Xxxxxxxxx ("Participant").
RECITALS
A. Employer and Participant previously entered into a Participation
Agreement dated as of February 3, 1993 providing for participation by
Participant beginning on January 1, 1993, in the Xxx Xxxx Corporation
Supplemental Executive Retirement Plan No. 2 (the "Plan").
B. The Plan was originally adopted as of January 1, 1989 and was amended
and restated as of April 20, 1993. The Plan also has been amended on four
separate occasions since its 1993 restatement.
C. Employer and Participant desire to amend and restate the Participation
Agreement and to modify and supplement the Plan as it relates to Participant,
all as set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. GENERAL
This Agreement restates and reaffirms Participant's original Participation
Agreement, which was entered into on February 3, 1993, and which was effective
as of January 1, 1993. Participant's participation in the Plan is hereby
reaffirmed.
2. THE PLAN
This Participation Agreement is subject to all of the terms and provisions of
the Plan, except to the extent that the Plan is modified and supplemented below
as it applies to Participant. The Plan is expressly incorporated by reference
into this Participation Agreement. By signing this
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Participation Agreement, Participant acknowledges receipt of a copy of the Plan
and confirms his understanding and acceptance of all of the terms, conditions
and provisions of the Plan.
3. MODIFICATIONS
Pursuant to paragraph 8.3 of the Plan, which was added by the First
Amendment, the provisions of the Plan as they apply to Participant are modified
and supplemented as follows:
(a) Early Retirement. If Participant's employment is continued until
Participant has attained age sixty-two (62), the reduction called for by
paragraph 4.3(d) shall not apply. Nothing in this Agreement or the Plan shall
imply that retirement is expected at any particular age.
(b) Definitions. For purposes of the Plan and this Participation Agreement,
the terms "Cause," "Change in Control," and "Good Reason" shall have the
meanings ascribed to those terms in the Employment Agreement entered into
between Employer and Participant, dated as of the date hereof, as it may be
amended from time to time, rather than the definitions included in paragraph 4.6
of the Plan. The Employment Agreement includes two definitions of Good Reason,
the standard definition that applies prior to a Change in Control and a modified
definition that applies after a Change in Control. The standard definition will
apply for purposes of the Plan and this Participation Agreement unless and until
a Change in Control occurs, after which the special post-Change in Control
definition will apply.
EMPLOYER:
XXX XXXX CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxx
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Title: Vice President
PARTICIPANT:
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
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