BONUS DEFERRAL COMPENSATION AGREEMENT
This Bonus Deferral Compensation Agreement (the "Agreement")
is entered into this ____ day of July, 1995, by and between KASH N'
XXXXX FOOD STORES, INC., a Delaware corporation (the "Company"),
and the person executing this Agreement as key employee (the "Key
Employee"). To induce the Key Employee to remain in the employ of
the Company, and in consideration of their mutual covenants, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Key Employee
agree as follows:
1. Definitions.
As used in this Agreement and unless the context
otherwise plainly requires, the terms defined in this paragraph
shall have the meanings ascribed to them and shall include the
plural as well as the singular number.
1.1 "Account" means the separate memorandum account
maintained by the Company in the name of the Key Employee, which
records the aggregate amount of the Key Employee's Elective Bonus
Deferral Compensation, and the aggregate amount of the Income
allocable to such amount.
1.2 "Agreement" means this Bonus Deferral Compensation
Agreement, as originally executed and as from time to time amended
or supplemented.
1.3 "Beneficiary" means the Person or Persons
designated by the Key Employee in Schedule A to this Agreement to
receive the Benefit, if any, payable by reason of the Key
Employee's death. The Key Employee may change the designated
Beneficiary at any time and from time to time, without the consent
of any previous Beneficiary, by executing a new Schedule A and
delivering it to the Plan Administrator prior to the Key Employee's
death. The last Beneficiary designated by the Key Employee in a
Schedule A duly executed by the Key Employee and timely delivered
to the Plan Administrator shall receive the Benefit. If no
Beneficiary is properly designated by the Key Employee in
accordance with the provisions of this subparagraph 1.3, then the
Key Employee's estate shall be deemed the Beneficiary.
1.4 "Benefit" means the amounts set forth in the
Account, which shall be paid to the Key Employee by the Company
upon the occurrence of a Distribution Event; provided, however, if
the triggering Distribution Event is an Unforeseeable Emergency,
then the amount of the Benefit that shall be paid to the Key
Employee shall be limited to the amount of the Unforeseeable
Emergency (as determined in accordance with subparagraph 1.23 of
this Agreement).
1.5 "Bonus Compensation" means the total amount, if any,
as determined by the Company's Board of Directors after the end of
the applicable fiscal year of the Company to be payable by the
Company to the Key Employee as a bonus. The Board of Directors has
the sole discretion, but no obligation, to award any bonus subject
to this Agreement and the Key Employee has no right to receive any
such award.
1.6 "Company" means Kash n' Xxxxx Food Stores, Inc., a
Delaware corporation.
1.7 "Deferral Percentage" means the percentage (which
percentage must be an integer) of the Excess Bonus Compensation
that the Key Employee elects to defer for a particular Plan Year in
accordance with the terms of this Agreement.
1.8 "Disability" means the Key Employee's inability to
engage in any substantially gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to last for a continuous period of not less than twelve
(12) months. The determination of whether the Key Employee is
Disabled shall be made by a licensed medical doctor selected by the
Key Employee; provided, however, if the Company disagrees with such
determination, then the Company shall select a doctor and the
mutual agreement of the two doctors so selected shall be conclusive
and bind all affected persons; provided, further, if the two
doctors so selected shall be unable to mutually agree as to whether
the Key Employee is Disabled, then those two doctors shall mutually
select a third doctor and the determination of such third doctor
shall be conclusive and bind all affected persons. Each doctor so
selected shall determine whether the Key Employee is Disabled
within thirty (30) days from the date such doctor is selected.
1.9 "Disabled" means, when referring to the Key
Employee, the Disability of the Key Employee as determined in
accordance with this Agreement.
1.10 "Distribution Event" means the first to occur of any
of the following events:
(a) the date of the Key Employee's Termination of
Employment with the Company for any reason, including, but not
limited to, the Key Employee's death, Disability, retirement, or
voluntary or involuntary termination of employment, with or without
cause;
(b) the date the Plan is terminated under
subparagraph 6.1 of this Agreement; or
(c) the date that an Unforeseeable Emergency occurs
with respect to the Key Employee.
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1.11 "Election Form" means that written form (attached
hereto as Schedule A), pursuant to which the Key Employee will
select the minimum Bonus Compensation amount, the Deferral
Percentage, and the maximum Elective Bonus Deferral Compensation
amount.
1.12 "Elective Bonus Deferral Compensation" means the
amount of Excess Bonus Compensation that the Key Employee elects to
defer for any particular Plan Year under the terms of this
Agreement, as determined in accordance with the Key Employee's
Election Form, and shall equal the product of the Key Employee's
Excess Bonus Compensation for such Plan Year multiplied by the
Deferral Percentage in effect for such Plan Year as selected by the
Key Employee on a signed and delivered Election Form, but subject
to the maximum Elective Bonus Deferral Compensation amount selected
by the Key Employee for such Plan Year set forth in the Election
Form.
1.13 "Excess Bonus Compensation" means the amount of the
Bonus Compensation for the applicable Plan Year in excess of that
certain amount of the Bonus Compensation that the Key Employee
elects to have paid to such Key Employee, which election shall be
made on the Election Form.
1.14 "Income" means the interest rate, as set forth on
Schedule B, attached hereto and incorporated herein by this
reference, and as amended from time to time in accordance with the
provisions of paragraph 4 of this Agreement, that will be credited
by the Company to:
(a) the Key Employee's Account on the last day of
each week (or such other period as determined in accordance with
the Company's normal payroll and accounting practices) upon (i) the
then aggregate amount of the Key Employee's Elective Bonus Deferral
Compensation; and (ii) the then aggregate amount of the Income
previously allocated to the Account;
and (b) the amount of the Key Employee's Account to the
extent required under subparagraph 5.1 of this Agreement.
1.15 "Internal Revenue Code" means the Internal Revenue
Code of 1986, as in effect on the date this Agreement is executed
by the parties.
1.16 "Key Employee" means the individual who signs this
Agreement, who is a highly compensated employee or a member of a
select management group of the Company.
1.17 "Person" means one or more of the individuals or
entities set forth in section 7701(a)(1) of the Internal Revenue
Code.
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1.18 "Plan" means this Bonus Deferral Compensation Agree-
ment.
1.19 "Plan Administrator" means the Company, unless the
Company designates a different person as Plan Administrator.
1.20 "Plan Year" means the 52/53 week fiscal year period
ending on the Sunday nearest July 31 of each year.
1.21 "Subsidiary" means any corporation or other entity
a majority or more of whose outstanding voting stock or voting
power is beneficially owned directly or indirectly by the Company.
1.22 "Termination of Employment" means the cessation of
the Key Employee's employment with the Company for any reason
including, but not limited to, the Key Employee's death,
Disability, retirement, or voluntary or involuntary termination of
employment, with or without cause. Unless attributable to death or
Disability, Termination of Employment shall be effective on the
last day that the Key Employee performed any service for the
Company and may be evidenced by written notice delivered in
accordance with subparagraph 14.5 of this Agreement by either party
to the other party.
1.23 "Unforeseeable Emergency" means an unanticipated
emergency that is caused by an event beyond the control of the Key
Employee or Beneficiary and that would result in severe financial
hardship to such individual if early withdrawal were not permitted
and that results from a sudden and unexpected illness or accident
of the Key Employee or a dependent (as defined in section 152(a) of
the Code) of the Key Employee, loss of the Key Employee's property
due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Key Employee or the Beneficiary. The occurrence of an
Unforeseeable Emergency shall be determined by the Company and the
amount of any distribution by reason of the occurrence of an
Unforeseeable Emergency shall be limited to the amount necessary to
meet the emergency. The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of each case,
but in any case, payment may not be made to the extent such
hardship is or may be relieved: (i) through reimbursement or
compensation by insurance or otherwise; (ii) by liquidation of the
Key Employee's assets, to the extent the liquidation of such assets
would not itself cause severe financial hardship; or (iii) by
cessation of deferrals under the Plan. The term Unforeseeable
Emergency does not include the need to send a Key Employee's child
to college or the desire to purchase a home.
2. Employment. Unless otherwise agreed by the Company,
the Key Employee agrees to devote his full time and attention to
the business and affairs of the Company and to use his best efforts
to provide satisfactory services to the Company.
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3. Elective Deferral Compensation.
3.1 Election Procedure. Prior to the end of each Plan
Year, and at least 30 days prior to the actual date of the
ascertainment and grant of the Employee's Bonus Compensation (if
any) for such Plan Year, the Key Employee may determine to elect to
defer the receipt of any percentage of such Key Employee's Excess
Bonus Compensation for the Plan Year, which will constitute the
tentative Elective Bonus Deferral Compensation for such Plan Year,
and such election shall be deemed effective as of the first day of
such Plan Year; provided, however, the Elective Bonus Deferral
Compensation amount for such Plan Year shall not exceed that
certain maximum amount elected by the Key Employee on the Election
Form, and the amount of the tentative Elective Bonus Deferral
Compensation amount in excess of such maximum amount, if any, shall
be paid to the Key Employee. The above provisions may be
illustrated by the following example: Assume that the Key
Employee's Bonus Compensation for the Plan Year is $25,000; the
minimum Bonus Compensation selected to be paid to the Key Employee
is $5,000; the Key Employee elects a Deferral Percentage of fifty
percent (50%); and the maximum Elective Bonus Deferral Compensation
amount selected by the Key Employee is $9,000. The first $5,000 of
the Bonus Compensation shall be paid by the Company to the Key
Employee. The remaining Bonus Compensation or $20,000 shall be the
amount of the Excess Bonus Compensation for that Plan Year. 50% of
the Excess Bonus Compensation of $20,000 equals $10,000. Thus,
$10,000 is the amount of the tentative Elective Bonus Deferral
Compensation amount. However, the Key Employee has elected that
the maximum Elective Bonus Deferral Compensation amount shall be
$9,000 for such Plan Year. Thus, of the $25,000 Bonus
Compensation, $9,000 is the Elective Bonus Deferral Compensation
amount, and the balance, or $16,000, is paid currently to the Key
Employee.
Each year the Key Employee may make the above described
elections on a properly executed and delivered Election Form. An
Election Form shall not be valid unless properly signed and dated
by the Key Employee, witnessed, and delivered to the Plan
Administrator prior to the end of the Plan Year. The elections
made on the Election Form shall be irrevocable with respect to the
Bonus Compensation for the Plan Year to which the election relates.
If the Key Employee has not delivered a timely and properly
executed Election Form to the Plan Administrator for any Plan Year,
then the Key Employee shall be deemed not to have elected any Bonus
Compensation for that Plan Year.
3.2 Allocation to Account. The amount of the Excess
Bonus Compensation, if any, that the Key Employee elects to defer
in accordance with subparagraph 3.1 of this Agreement shall be
recorded in the Account corresponding to the date that the Company
would otherwise have paid the Bonus Compensation to the Key
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Employee in accordance with its normal payroll and accounting
practices. Income shall accrue on any such allocation of the
Elective Bonus Deferral Compensation commencing on the date that
such allocation is allocated to the Account as described above.
4. Change in the Income Rate. Prior to the beginning of
each Plan Year, the Board of Directors of the Company shall
establish the Income rate that shall be effective and irrevocable
for the immediately ensuing Plan Year, and shall be effective for
each subsequent Plan Year, unless the Company's Board of Directors
changes the Income rate; provided, however, any such change shall
not be effective earlier than the Plan Year immediately following
the Plan Year during which the change is adopted by the Company's
Board of Directors; provided, further, notwithstanding the
foregoing, the Company's Board of Directors may increase the Income
rate at any time and such increase shall be effective as of the
date that the increase is adopted by the Board of Directors.
Notwithstanding any contrary provision of this Agreement, the
amount of the Income rate shall not be less than eight percent (8%)
interest per annum, and unless the Board of Directors of the
Company shall specifically provide otherwise, the Income rate under
this Plan shall be the same as the Income rate established by the
Board of Directors under the Deferred Compensation Plan applicable
to the Annual Compensation of Key Employees of the Company. Any
decrease in the Income rate shall be communicated to the Key
Employee not less than ten (10) days prior to the effective date of
such change.
5. Benefit.
5.1 Eligibility for Benefit. Upon the occurrence of a
Distribution Event, the Company shall pay to the Key Employee or
the Key Employee's Beneficiary, as applicable, the Benefit. The
amount of the Benefit shall be increased by its share of Income
(allocated on a daily basis) for the period that commences on the
date such Distribution Event occurs and terminates on the date that
the Benefit (and this additional Income) is distributed to the Key
Employee in accordance with subparagraph 5.2 of this Agreement.
5.2 Amount of Benefit. The Benefit, together with the
additional Income, if any, accrued under subparagraph 5.1 of this
Agreement, less all deductions required by law, shall be paid by
the Company to the Key Employee or Beneficiary, as applicable, in
a single lump sum payment not later than thirty (30) days after the
date that the Distribution Event occurs, and payment shall, in the
discretion of the Company, either be made to the Key Employee or
Beneficiary, as applicable, by hand delivery at the office of the
Company or delivery in accordance with the provisions of
subparagraph 14.5 of this Agreement.
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6. Termination or Amendment of Agreement.
6.1 Termination of Agreement. This Agreement shall
terminate upon the date that any of the following events first
occurs:
(a) cessation of the Company's business;
(b) approval by the Company's shareholders to
dissolve or liquidate the Company;
(c) the decision of the Company to demote the Key
Employee to a position with the Company that results in the Key
Employee no longer constituting a highly compensated employee or a
member of a select management group of the Company;
(d) upon the date that the Company breaches any
obligation imposed on it under any other deferred compensation
agreement that the Company may enter into from time to time,
including, but not limited to, failing to pay all or any portion of
any benefits required to be paid to any other employee of the
Company under any such deferred compensation agreement, but only if
such employee delivers written notice of such breach to the
Company, the Company fails to cure such breach during the period
that terminates ten (10) days after the date such notice is
delivered to the Company, and a board of arbitration (which shall
be selected and administered in accordance with a procedure
substantially similar to the procedure described in subparagraph
11.4 of this Agreement) determines that the Company breached any
such obligation. The board of arbitration shall be selected and
make its determination within 30 days after the date that such
employee delivers the written notice to the Company; or
(e) the decision of the Company to terminate the
Plan at any time, with or without cause.
Notwithstanding the foregoing, this Agreement shall survive
any termination until the Key Employee's entire Benefit, together
with the additional Income, if any, accrued under subparagraph 5.1
of this Agreement, less all deductions required by law, is
distributed to the Key Employee in accordance with the provisions
of subparagraphs 5.1 and 5.2 of this Agreement.
6.2 Amendment of Agreement. Except as otherwise
provided under this Agreement, the Company may amend or supplement
this Agreement, including, but not limited to, increasing the
amount of the Income rate, at any time and from time to time with
or without the consent of the Key Employee. The Company shall
deliver a copy of the amendment to the Key Employee. Provided,
however, notwithstanding the foregoing, no amendment shall be
effective to: (a) reduce the amount of, or alter the time, method,
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or form of distributing, the Benefit payable pursuant to this
Agreement determined as of the date immediately prior to the date
of such amendment; (b) decrease the amount of the Income rate for
a current Plan Year; or (c) decrease the amount of the Income rate
below eight percent (8%) compounded quarterly.
7. Funding. The Plan shall be "unfunded" for purposes of
federal income taxation and for purposes of the Employee Retirement
Income Security Act of 1974, as amended, as that term is inter-
preted, from time to time, for such purposes; provided, however,
the Company may obtain life insurance, disability insurance, or
both, to informally fund its obligations hereunder, and the Company
shall be the owner and beneficiary of the policy or policies. The
Key Employee shall submit to medical examinations, supply
information, and execute documents as may be required by the
insurance company or companies. Neither the Key Employee, nor the
Plan, shall be deemed to have any right, title, or interest in or
to any specific assets of the Company, including any insurance
policies or the proceeds therefrom, and any such policies shall not
in any way be considered to be security for the performance of the
obligations under this Agreement. Nothing contained in this
Agreement and no action taken pursuant to its provisions shall
create or be construed to create a trust of any kind or a fiduciary
relationship between the Company and the Key Employee or the
Beneficiary. Any funds that may be invested to meet the provisions
of this Agreement shall continue for all purposes to be a part of
the general funds of the Company. To the extent any person
acquires a right to receive payments from the Company under this
Agreement, that right will be no more secure than the right of an
general unsecured creditor of the Company. The Benefit payable
under this Agreement constitutes a mere promise by the Company to
make payments in the future.
8. Non-Assignability. The Key Employee or Beneficiary shall
not have any right to commute, encumber, transfer, convey, or
dispose of the right to the Benefit payable under this Agreement.
The Benefit and the right to it are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Key
Employee or Beneficiary. Except to the extent contrary to
applicable law, the Benefit under this Agreement is not
transferable by operation of law if the Key Employee or Beneficiary
becomes insolvent or bankrupt. Any attempt by the Key Employee or
Beneficiary to commute, encumber, transfer, convey, or dispose of
the right to the Benefit payable under this Agreement, shall be
void and ineffectual.
9. Participation in Other Plans. Nothing contained in this
Agreement shall be construed to alter, abridge, or affect the
rights and privileges of the Key Employee to participate in and be
covered by any employee plans that the Company now has or may here-
after adopt. Any payment under this Plan shall be independent of,
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and in addition to, those payable under any other plan or agreement
that may be in effect with respect to the Key Employee.
10. Employment Rights. This Agreement shall not be deemed to
constitute a contract of employment between the Company and the Key
Employee and shall create no right of the Key Employee to continue
in the Company's employ, nor shall this Agreement restrict the
right of the Company to discharge the Key Employee or to terminate
the Key Employee's employment.
11. Plan Administration.
11.1 Plan Administrator. This Agreement and the Plan
shall be administered by the Plan Administrator. The Plan
Administrator shall make all determinations as to the right of the
Key Employee or the Beneficiary, as applicable, to receive the
Benefit provided by this Agreement.
11.2 Claims Procedure. If a Benefit under this Agreement
is not paid to the Key Employee or the Beneficiary, as applicable,
and such person feels entitled to it, such person shall make a
claim in writing to the Plan Administrator. If the claim is
denied, in whole or in part, the Plan Administrator shall inform
the claimant in writing within 45 days setting forth the reasons
for denial in xxxxxx'x terms, with specific reference to the
provisions of this Agreement upon which the denial is based, and
with a description of the review procedures set forth in subpara-
graph 11.3.
11.3 Review Procedure. If a claim for the Benefit under
this Agreement is denied, the claimant may, within 60 days after
the denial, submit to the Plan Administrator, in writing, such
information that will, in the claimant's opinion, support the
claimant's right to the Benefit. If the Plan Administrator, after
reviewing the information submitted by the claimant, determines
that the claimant is not entitled to the Benefit claimed, the Plan
Administrator shall afford the claimant or his representative a
reasonable opportunity to appear personally before the Plan
Administrator, to submit oral or written comments, and to review
any documents pertinent to the Plan Administrator's decision. The
Plan Administrator shall render its final decision, in writing,
within 60 days after the appearance, with the specific reasons
therefor.
11.4 Arbitration. If the Key Employee or Beneficiary,
as applicable, disagrees with the Plan Administrator's final
decision and such claimant delivers notice to the Company (in
accordance with the provisions of subparagraph 14.5) within ten
(10) days from the date of the Plan Administrator's final decision,
then the determination of whether the claimant is entitled to the
Benefit shall be submitted to binding arbitration. In that event,
the determination shall be made by a board of arbitration to
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consist of one representative selected by the claimant, one
representative selected by the Company, and a third representative
to be appointed by the two representatives so selected. The board
of arbitration shall be bound by and adhere to the rules and
regulations of the American Arbitration Association applying the
laws of the State of Florida. The majority decision of the board
of arbitration shall be binding and conclusive upon all affected
parties. Except as otherwise provided under subparagraph 14.7 of
this Agreement, the costs and expenses of the arbitration shall be
borne equally by the claimant and the Company.
12. Expenses. All costs and expenses of administering the
Plan shall be paid by the Company.
13. Account Statement. Within sixty (60) days after the
termination of each Plan Year, the Company shall deliver to the Key
Employee a statement that sets forth the amounts recorded in the
Key Employee's Account.
14. Miscellaneous.
14.1 Binding Effect. This Agreement shall be binding on
the legal representatives, successors, heirs, and assignees of the
Company and the Key Employee.
14.2 Governing Law. This Agreement has been negotiated
and prepared in the State of Florida, and the validity,
construction, and enforcement of this Agreement shall be governed
by, and construed in accordance with, the laws of Florida
(excluding its choice of law provisions if such laws would result
in the application of laws of a jurisdiction other than Florida).
Each party consents and agrees that Tampa, Hillsborough County,
Florida, shall be the proper, exclusive, and convenient venue for
any legal proceeding in federal or state court relating to this
Agreement, and each party to this Agreement waives any defense,
whether asserted by motion or by pleading, that Tampa, Hillsborough
County, Florida, is an improper or inconvenient venue.
14.3 Entire Agreement. This instrument contains the
final, complete, and exclusive expression of the parties' under-
standing and agreement concerning the transactions contemplated by
this Agreement and supersedes any prior or contemporaneous
agreement or representation, oral or written, by either of them.
14.4 Descriptive Headings. The titles preceding the text
of the paragraphs and subparagraphs of this Agreement are inserted
solely for convenience of reference and shall neither constitute a
part of this Agreement nor affect its meaning, interpretation, or
effect.
14.5 Notices. Any notice, communication, or payment of
Benefit re
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quired or permitted to be sent by either party under this Agreement
shall be made in writing and shall be deemed delivered when
presented by hand delivery or when deposited in a United States
postal service office or letter box for mailing by first class mail
or certified mail, return receipt requested (whether or not the
return receipt is subsequently received), postage prepaid and
addressed to the appropriate party as follows:
If to the Company:
Kash n' Xxxxx Food Stores, Inc.
X.X. Xxx 00000
Xxxxx, Xxxxxxx 00000
If to the Key Employee:
The address set forth in Schedule A
or at such other addresses as either party may designate in writing
to the other party.
14.6 Gender. Throughout this Agreement, except where the
context otherwise requires, the masculine gender shall be deemed to
include the feminine and the neuter and the singular number shall
be deemed to include the plural and vice-versa.
14.7 Attorneys' Fees. If any suit or action shall be
instituted to enforce or to interpret this Agreement, or to enforce
any other claim or counterclaim arising out of the employment
relationship between the parties, the prevailing party shall be
entitled to recover from the non-prevailing party all costs, or
arbitration fees, and reasonable attorneys' fees, expended as part
of such suit, action, or appeal thereof.
15. Limited Withdrawal Right Subject to Substantial
Limitation. Notwithstanding any contrary provision of this
Agreement, prior to the occurrence of a Distribution Event the Key
Employee shall have the right to make an election to receive a
distribution equal to ninety percent (90%) of the Key Employee's
Benefit. The election shall be effective, and the amount of such
Benefit shall be determined, on the date that the election is
received by the Plan Administrator (the "Withdrawal Election
Date"). The other ten percent (10%) of the Key Employee's Benefit
shall be forfeited and lost by the Key Employee. If the Key
Employee elects to receive a distribution under this paragraph 15,
then the Key Employee shall not be eligible to again participate in
the Plan until the beginning of the first Plan Year that follows
the one year anniversary of the Withdrawal Election Date. The Key
Employee shall make an election to receive a distribution under
this paragraph 15 by delivering a written statement signed and
dated by the Key Employee to the Plan Administrator. The Company
shall pay the ninety percent (90%) amount of the Key Employee's
Benefit, less all deductions required by law, to the Key Employee
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not more than ten (10) days after the Withdrawal Election Date by
either hand delivery to the Key Employee at the Company's office or
delivery in accordance with paragraph 14.5 of this Agreement.
IN WITNESS WHEREOF, the Company and the Key Employee have
executed this Agreement this ____ day of July, 1995.
ATTEST: KASH N' XXXXX FOOD STORES, INC.
_________________________ By:___________________________
Secretary
Its:_______________________
(Corporate Seal)
"COMPANY"
WITNESSES:
_________________________ ______________________________
_________________________
"Key Employee"
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SCHEDULE A
Election and Beneficiary Designation Form
1. For the Plan Year terminating on July ___, 199___, I
hereby make the following elections:
(a) The minimum amount of the Bonus Compensation that shall be
paid to me for the applicable Plan Year shall be $__________.
The amount of Bonus Compensation for such Plan Year in excess
of this minimum amount shall be the Excess Bonus Compensation
for that Plan Year.
(b) The Deferral Percentage for the applicable Plan Year that will
be multiplied by the Excess Bonus Compensation amount to yield
the tentative Elective Bonus Deferral Compensation amount for
such Plan Year shall be ___ percent (__%).
(c) Notwithstanding my selection in (b) above, the amount of the
Elective Bonus Deferral Compensation amount for such Plan Year
shall not exceed $___________.
2. I hereby designate ___________________________________
as my Beneficiary to receive the Benefit on the event of my death,
and if ____________________________ is not then living, then I
designate ______________________ to be my secondary Beneficiary.
3. My address and telephone number for purposes of giving
notice under subparagraph 14.5 of the Agreement is:
_________________________
Street or P.O. Address
_________________________
City, State, and Zip Code
_________________________
Telephone Number
Dated this _____ day of July, 199___.
WITNESSES:
__________________________ _________________________
__________________________
"Key Employee"
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SCHEDULE B
1. For the Plan Year commencing on the ___ day of July 1995,
and each subsequent Plan Year (unless amended in accordance with
paragraph 4 of the Agreement), the annual Income rate shall be 11%.
I hereby certify that the percentage set forth above was duly
adopted by the Company's Board of Directors.
Kash n' Xxxxx Food Stores, Inc.
By:____________________________
Its: Secretary
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