EXHIBIT 10.4
STATE OF NORTH CAROLINA
COUNTY OF BUNCOMBE
DEFERRED COMPENSATION AGREEMENT
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THIS AGREEMENT is made and entered into this 1st day of July,
1993, by and between BLUE RIDGE PRINTING COMPANY, a North Carolina
corporation (hereinafter referred to as "Employer") and XXXXX X.
XXXXXX, XX. (hereinafter referred to as "Employee");
WHEREAS, Employee has been employed by Employer in various
management capacities and Employee's employment having been deemed
beneficial to the Employer in the past and anticipated to continue
into the indeterminate future; and
WHEREAS, as an inducement to Employee to continue to work for
Employer, Employer desires to enter into this Agreement to provide
deferred compensation benefits to Employee;
NOW, THEREFORE, in consideration of the agreements hereinafter
set forth, it is agreed between Employer and Employee as follows:
1. EMPLOYMENT. Employer agrees to employ Employee and
Employee agrees to remain in the employ of Employer so long as it
is mutually agreeable to the parties hereto. Either party hereto
may terminate this Agreement and such employment at any time.
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2. DEFERRED COMPENSATION. In the event Employee continues to
be employed by Employer until Employee attains sixty-nine (69)
years of age, Employer shall provide to Employee a program of
deferred compensation under which Employee will receive, at
retirement upon attaining said age, an annual retirement benefit of
FIFTY THOUSAND and no/100ths ($50,000.00) per year for ten (10)
years, payable monthly in advance at the rate of FOUR THOUSAND ONE
HUNDRED SIXTY-SIX and 67/100ths ($4,166.67) commencing on the tenth
(10th) day of the calendar month in which Employee retires, less
any withholdings required by law or authorized by Employee. If
Employee dies after retirement and prior to receiving all said
monthly benefits due hereunder, the remaining monthly benefits due
shall be paid as and when due to Employee's surviving spouse or
other beneficiary hereafter designated by Employee in writing, or,
if none, to Employee's estate. In the event Employee leaves the
employ of Employer prior to attaining sixty-five (65) years of age
as the result of Employee's permanent disability which continues
for more than six (6) months and results in a determination by the
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Social Security Administration that Employee is eligible for total
and permanent Social Security disability benefits or if after
Employee attains said age and prior to retiring hereunder his
regular attending physician certifies in writing to Employer that
Employee is no longer able by reason of physical or mental
disability to work for Employer and such disability continues for
more than six (6) months, the Employee shall receive a reduced
percentage of said annual retirement benefit in accordance with
Schedule "A" attached hereto depending upon Employee's attained age
and commencing on the 10th day of the calendar month after Employee
first receives such Social Security disability benefits or
otherwise becomes disabled as defined above, such annual benefit to
continue in the event of Employee's death to Employee's other
beneficiary above provided for the remainder of the ten (10) year
term thereof. The Employer shall have the right at any time to
prepay its obligations to Employee or Employee's designated
beneficiary in whole or in part or over a shorter payout period
than as provided above; provided, however, that annual pension
benefit shall be reduced to the present value thereof applying a
six (6%) percent per annum discount factor. By written agreement
between Employer and Employee entered into before Employee's
attaining age sixty-nine (60), Employee's retirement can be
deferred until such later date as Employer and Employee
subsequently agree and in such event, the amount of such benefit
shall be increased six (6%) percent per annum for each year that
Employee's retirement is deferred after said age.
3. NON-COMPETITIVE ACTIVITY PROHIBITED. The retirement or
disability benefit payable to Employee as provided in the foregoing
Paragraph 2 shall be forfeited in the event Employee during a
period of ten (10) years after termination of his employment with
Employer shall, without Employer's prior written consent, engage as
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an owner, employee, agent, advisor, consultant, representative or
otherwise individually or in association with any person, firm or
corporation other than Employer then engaged in the commercial
printing business (the "Competitor") with any of said Competitors'
business offices or printing facilities located within a radius of
200 hundred miles from the Buncombe County, North Carolina
Courthouse or as to solicitation on behalf of a Competitor of any
customers of the Company which have purchased printing from the
Company during the three (3) years prior to Employee's commencement
of receipt of payments hereunder or while Employee is receiving
payments hereunder, irregardless of the location of any of said
Competitor's business offices or printing facilities or the
business location of such customers of Company, it being hereby
acknowledged by Employee that Employee's performance of such
competitive activities would be sufficiently and materially
injurious to Employer's business so as to justify termination of
all benefits payable to Employee hereunder in the event Employee
should engage in such competitive activities while receiving
payments hereunder.
4. DEATH BENEFITS. In the event Employee dies while employed
by Employer and prior to commencement of payment of benefits to
Employee hereunder, Employee's estate or other designated
beneficiary will receive death benefits in accordance with the
provisions of a Split-Dollar Life Insurance Agreement dated July 1,
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1992, between Employer and Employee. In such event, there shall be
no benefits payable to Employee, Employee's estate or other
designated beneficiary by way of disability benefits or deferred
compensation as provided in the foregoing provisions of this
Agreement.
5. TERMINATION OF AGREEMENT. In the event Employer ceases to
engage in its current business or for any other reason elects to
terminate this Agreement in its sole discretion prior to
commencement of payments to Employee hereunder, Employee shall
receive an annual pension benefit as designated in Schedule "A"
attached hereto, depending upon Employee's attained age as of the
date of termination of this Agreement; subject, however, to
Employer's right to prepay said benefit as provided in Paragraph 2
above.
6. CONSTRUCTION OF AGREEMENT. This Agreement shall be
interpreted and construed pursuant to the laws of the State of
North Carolina and shall be binding upon Employer and Employee and
their respective heirs, successors and assigns. This Agreement
shall not be interpreted as a contract of continuing employment
between Employer and Employee. To the extent permissible by law,
the rights of Employee to receive benefits hereunder shall not at
any time be assignable or alienable to any person, firm or
corporation, except to Employee's designated beneficiary as
provided in the foregoing Paragraph 2, nor shall the same be
subject to attachment, levy or other legal process for the debts of
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Employee or Employee's designated beneficiary. The rights of
Employee or Employee's designated beneficiary to receive payments
hereunder shall be no greater than the rights of any other
unsecured creditor of Employer. For purposes of application of
this Agreement, Employee was born on December 16, 1931 and
accordingly has attained sixty-one (61) years of age as of the date
of this Agreement. This Agreement constitutes the entire
understanding of the parties hereto with reference to the matters
covered hereby. This Agreement may not be amended except in
writing. The parties hereto further acknowledge that the
obligations of Company hereunder are exempt from ERISA requirements
under Section 401 of the Internal Revenue Code as amended.
IN WITNESS WHEREOF, Employer and Employee have hereunto set
their respective hands and seals, Employer doing so by its duly
authorized officers, the day and year first above written.
BLUE RIDGE PRINTING COMPANY
/s/ Xxxxx X. Xxxxxx, Xx. (SEAL) By:/s/ Xxxxx X. Xxxxxx, Xx.
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XXXXX X. XXXXXX, XX. President
(Employee)
ATTEST: /s/ Xxxxx X. Xxxx
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Secretary
(CORPORATE SEAL)
(Employer)
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BLUE RIDGE PRINTING COMPANY/XXXXX X. XXXXXX, XX.
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DEFERRED COMPENSATION AGREEMENT
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SCHEDULE "A"
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Disability
Attained Age Annual Pension Benefit
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68 $ 42,000.00
67 $ 34,000.00
66 $ 26,000.00
65 $ 19,000.00
64 $ 12,000.00
63 $ 6,000.00
62 -0-
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