[Form of Deferred Compensation Agreement (interest-based)]
[Date]
[Name of Director]
[Address]
Dear [Director]:
You have elected to defer receipt of certain amounts which will otherwise become
payable to you by The Xxxxx Xxxxxx Companies Inc. (the "Company") in the future
in connection with your service on the Board of Directors of the Company and
certain Committees of that Board. This letter sets forth the terms of the
deferral facility.
1. This agreement shall cover all amounts otherwise payable to you in cash by
the Company in connection with your service as a member of the Board of
Directors of the Company, and meeting and chairmanship fees otherwise
payable in connection with your service on certain Committees of that Board
during the period covered by this agreement (the "Deferred Payments").
Deferred Payments shall not include stock-based compensation paid or
payable to you (plus the reimbursement for taxes related to the grant of
2,000 shares to you) or reimbursement for expenses incurred in connection
with your Company activities.
2. The Company shall establish a Deferred Payment Account in your name, and
shall credit to such Account the amounts otherwise payable to you in cash
on the date such cash payment would have been made had it not been
deferred.
3. (a) Amounts accrued from time to time in the Deferred Payment Account shall
additionally be credited with interest, compounded annually, as of December
31, [year] and each December 31 thereafter until all Deferred Payments and
accrued interest credited to the Deferred Payment Account shall have been
paid in accordance with the terms of this letter agreement. Appropriate
pro-ration shall be made for part year interest credits.
(b) The rate of interest credited from time to time pursuant to this
paragraph 3 shall be the Citibank base rate in effect as of the date of
such credit.
4. Subject to the terms of paragraph 5, below, the amounts credited to the
Deferred Payment Account shall be paid in a lump sum, as of the earlier to
occur of the first January 1st after the last date of your service as a
member of the Board of Directors of the Company.
5. In the event of your death prior to the payment to you of all amounts then
credited to the Deferred Payment Account, amounts then unpaid, including
interest as set out at paragraph 3, above, from the preceding December 31
to the date of payment, shall be paid to your executor or administrator
within ninety days of the date of your death.
6. This agreement shall continue in full force and effect unless it shall be
terminated, by you or by the Company, by either party giving written notice
of such termination. If such notice is given, termination shall be
effective as of the first January 1 that occurs more than ninety (90) days
after the date of such notice. Notwithstanding the giving of such notice,
amounts deferred prior to the effective date of termination shall be paid
at the time and in the manner set forth in paragraph 3 above.
7. Nothing in this letter agreement shall be deemed to create a trust or
segregated asset account of any nature, and no money or other thing of
value shall be separately held by the Company in connection with its
obligation to make Deferred Payments hereunder. The attempt by any person
to anticipate, hypothecate or otherwise receive value in respect of such
obligation prior to the date scheduled for the payment of Deferred Payments
under the terms of this letter agreement shall be null and void and of no
force or effect.
Please indicate your acknowledgment of and agreement to all of the foregoing by
signing the enclosed copy of this letter and returning it to [Xxxx X. Xxxxxx,
Senior Vice President, General Counsel and Secretary] of the Company at the
address above.
Very truly yours,
THE XXXXX XXXXXX COMPANIES INC.
by:
----------------------------
Name:
Title:
ACKNOWLEDGED AND AGREED TO:
-------------------------------
[Director]
Date:
