1
Exhibit 10.13
FIRST AMENDMENT TO
DEFERRED COMPENSATION AGREEMENT
This First Amendment to Deferred Compensation Agreement is made as
of the 23rd day of March, 1998 by and between STANDARD PARKING, L.P., a Delaware
limited partnership (the "Company") and XXXXXXX X. XXXX (the "Employee").
RECITALS
A. The Company and Employee have previously entered into a certain
Deferred Compensation Agreement dated as of April 15, 1996 ("DCA") to provide
certain additional compensation to the Employee if the Employee continues his
employment with the Company until his retirement or earlier death.
B. Control of the Company will change by reason of the consummation
(the "Closing") of the transaction contemplated by that certain Combination
Agreement dated as of January 15, 1998 by and between APCOA, Inc., a Delaware
corporation ("APCOA"), on the one hand, and Xxxxx X. Xxxxxxxxx, Xxxxxxx
Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxx Partners, L.P., SP Associates and SP
Parking Associates, on the other hand.
C. The parties desire to amend certain provisions of the DCA as
hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, the mutual
promises and undertakings hereinafter set forth, the sum of Ten Dollars in hand
paid, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The following is hereby substituted in lieu of the definition of
"Change in Control" contained in paragraph 1(e) of the DCA:
(e) "Change in Control" shall mean the first to occur of (i) the
date on which Xxxxxxxxx ceases to be the Chief Executive
Officer of the Company and of APCOA, Inc., a Delaware
corporation ("APCOA"), or (ii) the date on which Xxxxxxxxx no
longer retains, for whatever reason, primary responsibility
for the daily management of, and the ability to implement his
management decisions with respect to, the Company and APCOA."
2. Except to the extent expressly modified above, the DCA is hereby
ratified and confirmed in all respects.
2
IN WITNESS WHEREOF, the parties have executed this First Amendment
as of the day and year first above written.
STANDARD PARKING, L.P., a Delaware
limited partnership
By: Standard Parking Corporation
By: /s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxx
-------------------------------- ------------------------------------
President Xxxxxxx X. Xxxx
3
DEFERRED COMPENSATION AGREEMENT
This Agreement is made and entered into as of April 15, 1996 by and
between Standard Parking L.P., a Delaware limited partnership (the "Company"),
and Xxxxxxx X. Xxxx (the "Employee").
RECITALS
A. The Company regards the Employee as important to the long-term
growth and profitability of the Company and has determined that it would be to
the advantage and interest of the Company to provide certain additional
compensation to the Employee if the Employee continues his employment with the
Company until his retirement or earlier death.
B. The Employee wishes to be assured that he or his family will be
entitled to a certain amount of additional compensation for some definite period
of time from and after his retirement from active service with the Company,
whether by reason of his death or otherwise.
C. The parties hereto wish to provide the terms and conditions upon
which the Company shall pay such additional compensation to the Employee or his
family after his retirement or death.
CLAUSES
Now, therefore, in consideration of the premises and of the mutual
promises contained herein, the parties hereto agree as follows:
4
1. Definitions.
(a) "Actuarial Assumptions" means the mortality assumptions
reflected in the UP 84 Mortality Table and a discount rate of
six percent (6%) per annum.
(b) "Annual Retirement Benefit" means an amount equal to $150,000
per annum which, subject to the conditions set forth herein,
is to be paid by the Company to the Employee during the period
described in Section 2 hereof.
(c) "Beneficiary" means the person or persons last designated by
the Employee as the intended beneficiary or beneficiaries of
his Death Benefit, all such designations to be made in writing
on forms approved by or acceptable to the Company. In the
absence of any valid written designation by the Employee, the
Beneficiary shall be the Employee's spouse, if his spouse
survives him and was living in the same residence with the
Employee immediately before his death, or otherwise shall be
the Employee's estate.
(d) "Cause" means (i) the Employee knowingly and willfully engages
in or manifests his intent to engage in conduct which is
demonstrably and materially injurious to the Company or its
affiliates, monetarily or otherwise; or (ii) the Employee
engages in egregious misconduct involving serious moral
turpitude to the extent that, in the reasonable
-2-
5
judgment of the Company, the Employee's credibility and
reputation no longer conform to the standard of the Company's
executives.
(e) "Change in Control" means the occurrence of any one of the
following: (i) the Corporation fails to control the day-to-day
operations of the Company, whether the loss of control is due
to its removal or resignation as general partner, the
admission of one or more other general partners having equal
or greater voting rights respecting the Company's operations,
or otherwise; provided, however, that the foregoing shall not
constitute a Change in Control if Xxxxxxxxx, directly or
indirectly through one or more Controlled Entities, possesses
more than 50% of the voting rights in the Company or its
general partners; (ii) Xxxxxxxxx (or members of his family or
trusts created for any of their benefit) owns less than a
majority of the Corporation's voting stock; provided, however,
that the foregoing shall not constitute a Change in Control if
Xxxxxxxxx, directly or indirectly through one or more
Controlled Entities, possesses more than 50% of the voting
rights in the Company or its general partners; or (iii)
Xxxxxxxxx ceases for any reason (including, without
limitation, by reason of his death, disability, resignation or
retirement) to serve as the Corporation's president or chief
executive officer or as the general partner, manager,
president or chief executive officer of the Company or of any
entity that serves as the Company's general partner.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
-3-
6
(g) "Commencement Date" means the first day of the third month
following the Retirement Date.
(h) "Computation Date" means the September 1 nearest to the date
of the Employee's death.
(i) "Controlled Entity" means any corporation, partnership,
limited liability company, trust or other entity that
Xxxxxxxxx, members of his family or trusts for the benefit of
Xxxxxxxxx or members of his family controls by virtue of
possessing more than 50% of the voting power of the stock,
general partnership interests, membership interests or other
ownership interests in the entity or by virtue of serving as a
trustee having more than 50% of the voting rights of all
trustees of the trust.
(j) "Corporation" means Standard Parking Corporation, the general
partner of the Company.
(k) "Death Benefit" means the amount set forth on the attached
Exhibit B opposite the calendar year during which the
Employee's death occurs, reduced by the date of death value of
all Retirement Benefits (or Third Party Benefits following a
Qualifying Termination of Employment) previously paid to the
Employee, if any, using an assumed interest rate of 6% per
annum from the date of each such payment, and, following a
Qualifying Termination of Employment, further reduced by the
amount of any Third Party Death Benefit.
-4-
7
(l) "Disabled" or "Disability" means that the Employee is not able
to perform substantially all of the duties of his regular
occupation with the Company, except that after the first full
twenty-four (24) months of such disability, it means that the
Employee is not able to perform substantially all of the
duties of his occupation with the Company or any other
occupation for which he is or becomes fitted by education,
training or experience. The determination of whether the
Employee is Disabled shall be made by the Company and shall be
final and binding upon the Employee.
(m) "ERISA" means the Employee Income and Security Act of 1974, as
amended.
(n) "Qualifying Disability Period" means the time during which the
Employee is Disabled, but only if the Employee's Disability
first occurs while the Employee is in the employ of the
Company on a full time basis.
(o) "Qualifying Termination of Employment" means (i) the Company's
termination of the Employee's employment without Cause; or
(ii) the termination of the Employee's employment by the
Company or by the Employee for any reason, but only after a
Change in Control.
(p) "Retirement Benefits" means the aggregate of all of the Annual
Retirement Benefit payments due to the Employee for the period
described in Section 2 hereof.
-5-
8
(q) "Retirement Date" means the date on which the Employee attains
age sixty-five (65).
(r) "Substantial Compensation" means the sum of $300,000 (as
adjusted below) or more per year received by the Employee in
the form of wages, salary, cash bonus, fees for services
rendered, commissions, expense allowances under a
nonaccountable plan, self-employment income, cash
distributions from an S corporation that employs the Employee
or cash distributions from a partnership other than the
Company or a limited liability company that employs the
Employee or for which the Employee performs personal services
on a regular basis, or any other distributions relating to the
performance of personal services by the Employee, made by any
entity other than the Company which employs the Employee or
for or in connection with which the Employee performs personal
services on a regular basis. The $300,000 figure set forth
above shall be adjusted each year to reflect the increase from
May 1990 to the date of computation in the Consumer Price
Index, Chicago, Illinois, Urban Wage Earners, prepared by the
Bureau of Labor Statistics of the U.S. Department of Labor.
(s) "Third Party Benefit" means any benefit payable to the
Employee, by a person, firm or entity other than the Company
or its affiliates, pursuant to any employee pension plan
within the meaning of Section 3(2) of ERISA, deferred
compensation arrangement, golden parachute payments, plan
-6-
9
described in Section 403(a), 403(b) or 408(k) of the Code,
excess benefit plan, supplemental retirement plan or any other
type of retirement or employment termination benefit plan,
regardless of whether or not the Employee actually receives
such benefit and disregarding any forfeiture of such benefit
by reason of the termination of the employment of or the
relationship with the Employee and any discretionary
termination of such benefit by the obligor or sponsor of the
benefit. If any such benefit terminates by reason of
forfeiture, discretionary termination by the obligor or
sponsor of the benefit or for any other reason and the
Employee becomes entitled to receive a similar benefit from
the same or a different obligor or sponsor, then such similar
benefit shall constitute a Third Party Benefit only to the
extent that it exceeds the terminated benefit.
(t) "Third Party Annual Retirement Benefit" means the annual
payment which will amortize the accrued value, as of the
Employee's Retirement Date, of all Third Party Benefits over a
period of 15 years with interest at 6% per annum. For the
purposes hereof, such accrued value of a Third Party Benefit
shall be determined in accordance with the following: (i) in
the case of a Third Party Benefit under a defined benefit
plan, the present value of the Employee's accrued benefit
under the plan at his Retirement Date (the "PVAB") which shall
be determined in accordance with the actuarial assumptions
stated in such plan (or, if none are stated in the plan, in
accordance with the Actuarial Assumptions); (ii) in the case
of a Third
-7-
10
Party Benefit under a defined contribution plan or under a
plan described in Section 408(k) of the Code, the Employee's
account balance ("Account Balance") in the plan at his
Retirement Date (excluding any portion thereof attributable to
his own contributions and any earnings thereon); (iii) in the
case of a Third Party Benefit under a plan described in
Section 403(a) or 403(b) of the Code, the present value as of
the Retirement Date of the annuity payments payable to the
Employee under the plan if he retired on the Retirement Date
(the "Annuity Value"), determined in accordance with the
actuarial assumptions stated in the plan (or, if none are
stated in the plan, in accordance with the Actuarial
Assumptions); and (iv) in the case of a Third Party Benefit
under an excess benefit plan (as defined in Section 3(36) of
ERISA) or a supplemental executive retirement plan the
benefits of which are calculated by reference to the amount of
benefits available under a defined benefit plan or a defined
contribution plan, the present value as of the Retirement Date
of the amounts payable to the Employee under the plan if he
retired on the Retirement Date (the "Excess Value"),
determined in accordance with the actuarial assumptions stated
in the plan (or, if none are stated in the plan, in accordance
with the Actuarial Assumptions).
(u) "Third Party Death Benefit" means any death benefit payable to
the Employee's Beneficiary, following and by reason of the
death of the Employee, by a person, firm or entity other than
the Company or its
-8-
11
affiliates or pursuant to any life insurance policy on the
Employee's life to the extent such death benefit is
attributable to premiums paid by such person, firm or entity,
regardless of whether or not the Employee's Beneficiary
actually receives such death benefit and disregarding any
forfeitures of such death benefit by reason of termination of
the employment of or the relationship with the Employee and
any discretionary termination of such Benefit by the obligor
or sponsor of the death benefit. If any such death benefit
terminates by reason of forfeiture, discretionary termination
by the obligor or sponsor of the death benefit or for any
other reason, and the Employee's Beneficiary becomes entitled
to receive a similar death benefit from the same or different
obligor or sponsor, then such similar death benefit shall
constitute a Third Party Death Benefit only to the extent that
it exceeds the terminated death benefit.
(v) "Xxxxxxxxx" means Xxxxx X. Xxxxxxxxx.
2. Retirement Benefits.
(a) Except as otherwise provided herein, the Company agrees to pay
to the Employee, as additional compensation, an Annual Retirement Benefit on the
Commencement Date and on each anniversary of the Commencement Date until the
first to occur of (i) fifteen (15) such annual payments having been made or (ii)
the Employee's death. Notwithstanding the foregoing, the Employee will not be
entitled to any Retirement Benefits unless the Employee remains in the employ of
the Company on a full-time basis without any break or interruption in
-9-
12
service (disregarding for this purpose a termination of employment that
constitutes a Qualifying Termination of Employment or a break or interruption in
service during a Qualifying Disability Period) from the date hereof to the
Retirement Date.
(b) Notwithstanding anything to the contrary set forth in Section
2(a), the Company's obligation to pay Retirement Benefits shall continue after a
Qualifying Termination of Employment, but thereafter shall be terminated or
reduced as hereinafter set forth. If, in any calendar year after a Qualifying
Termination of Employment, the Employee receives Substantial Compensation, then
the Employee shall not be entitled to any Retirement Benefits provided under
this Agreement and all of the Company's obligations hereunder shall immediately
lapse and terminate. If, at any time after a Qualifying Termination of
Employment, the Employee receives or becomes contractually entitled to receive
any Third Party Benefits, then the Annual Retirement Benefit shall be reduced
dollar for dollar by the amount of any Third Party Annual Retirement Benefits
that the Employee is entitled to receive in any year that an Annual Retirement
Benefit is payable hereunder.
3. Death Benefit.
(a) Except as otherwise provided herein, upon the death of the
Employee either prior to or after the Retirement Date but prior to payment to
him of all of the Retirement Benefits to which he is or may become entitled
under Section 2, the Company agrees to pay to the Employee's Beneficiary, as
additional compensation to the Employee, an amount equal to the Death Benefit.
Notwithstanding the foregoing, the Death Benefit will be payable if and only if
the Employee has been in the employ of the Company on a full-time basis without
any break or interruption in service (disregarding for this purpose a
termination of employment that
-10-
13
constitutes a Qualifying Termination of Employment or a break or interruption in
service during a Qualifying Disability Period) from the date hereof to the
earlier of (a) his Retirement Date or (b) the date of his death. The Death
Benefit will be paid to the Beneficiary no later than ninety (90) days after the
death of the Employee. No Death Benefit will be payable if the Employee has
received payment of all of the Retirement Benefits to which the Employee is
entitled under Section 2.
(b) Notwithstanding anything to the contrary set forth in Section
3(a), the Company's obligation to pay the Death Benefit shall continue after a
Qualifying Termination of Employment, but thereafter shall be terminated or
reduced as hereinafter set forth. If, in any calendar year after a Qualifying
Termination of Employment, the Employee receives Substantial Compensation, then
the Employee shall not be entitled to the Death Benefit provided under this
Agreement and all of the Company's obligations hereunder shall immediately lapse
and terminate. If, at any time after a Qualifying Termination of Employment, the
Employee's estate receives or becomes contractually obligated to receive any
Third Party Death Benefits, then the Death Benefit shall be reduced dollar for
dollar by the amount of any Third Party Death Benefits that the Employee's
estate is entitled to receive.
4. Termination of Employment. Except as otherwise set forth in this
Agreement, the Company's obligations under Section 2 and Section 3 are
conditioned upon the continuous employment of Employee by the Company (or by one
of its partners or affiliates) until the earlier of his death or his Retirement
Date. If the Employee's employment is terminated prior to the Retirement Date
for any reason whatsoever, except as a result of the Employee's Disability, and
the termination does not constitute a Qualifying Termination of Employment,
-11-
14
then the Employee shall not be entitled to any Retirement Benefits or the Death
Benefit provided under this Agreement and all of the Company's obligations
hereunder shall immediately lapse and terminate. If the Employee's termination
of employment constitutes a Qualifying Termination of Employment, the Employee
shall be entitled to the Retirement Benefits and/or the Death Benefit on the
terms and subject to the conditions set forth herein. If the Employee's
employment is terminated on account of his Disability, the Employee shall be
entitled to the Retirement Benefits and/or the Death Benefit on the terms and
subject to the conditions set forth herein, but only if his Disability continues
until the earlier of (a) his Retirement Date, (b) his death or (c) the date on
which he is re-employed by the Company in substantially the same capacity and
performing substantially all of the duties of his employment as at the time the
Disability began.
5. Verification of Compensation. If a Qualifying Termination of
Employment occurs, the Employee or his estate shall, no less often than annually
and within one hundred twenty (120) days following the end of each applicable
calendar year, provide information to the Company sufficient to verify (a)
whether the Employee has received Substantial Compensation during the preceding
calendar year and (b) the amount of any Third Party Benefits or Third Party
Death Benefits that the Employee or his estate received during the preceding
calendar year or that the Employee or his estate is entitled to receive in the
future. Without limiting the generality of the foregoing, the Employee shall
provide the following items to the Company:
(i) annual federal income tax returns for the preceding calendar
year or any fiscal year ending in the preceding calendar year,
including all Forms
-12-
15
W-2 and all Forms K-1 (or its equivalent) showing the profits,
losses and cash distributions from every partnership, S
corporation and limited liability company in which the
Employee owns an interest; and
(ii) copies of any plan or agreement providing for the payment to
the Employee of any Third Party Benefits or Third Party Death
Benefits, including but not limited to all contracts,
agreements, deferred compensation plans, pension or profit
sharing plans and summary plan descriptions, life insurance
policies and other documents that may provide for the payment,
or the terms upon which payment will or may be made, of Third
Party Death Benefits or Third Party Death Benefits.
If the Employee fails or refuses to provide the foregoing
information to the Company after a Qualifying Termination of Employment and the
Employee fails to cure such default within fifteen (15) days following notice of
such default having been given to the Employee, then the Employee shall not be
entitled to any Retirement Benefits or Death Benefit for which provision is made
in this Agreement and all of the Company's obligations hereunder shall
immediately lapse and terminate. In the event that notice of such default has
been given to the Employee with respect to three (3) or more calendar years,
then no notice of any such default thereafter shall be required to be given to
the Employee and any such default as of thereafter shall be deemed to terminate
the Employee's entitlement to any such Retirement Benefits or Death Benefit
without notice or any cure period.
6. Designation of Beneficiary. The Employee may designate a
Beneficiary of his Death Benefit by completing, signing and delivering to the
Company a Designation of
-13-
16
Beneficiary form in form and substance as set forth in Exhibit A attached
hereto. The Employee may change his Beneficiary at any time by completing,
signing and delivering to the Company a new Designation of Beneficiary form.
7. Tax Withholding. The Company shall report the full amount of the
Retirement Benefits as compensation to the Employee in the year in which such
amounts are paid or as the Company may otherwise determine is required by law.
Such amounts will be reflected on the Form W-2 issued to the Employee and will
be subject to withholding for federal, state and local income and employment
taxes as determined by the Company.
8. Assignment. Neither the Employee nor his Beneficiary shall have
any power or right to transfer, assign, anticipate, pledge, hypothecate or
otherwise encumber any part or all of the amounts payable under this Agreement,
nor shall such amounts be subject to attachment, garnishment, levy, execution or
other legal or equitable process by any creditor of the Employee or his
Beneficiary, and no such benefit shall be transferable by operation of law in
the event of bankruptcy, insolvency or death of the Employee or any Beneficiary.
Any such attempted assignment, transfer or encumbrance shall be null and void
and shall terminate the Company's obligations under this Agreement and the
Company shall thereupon have no further liability to the Employee or his
Beneficiary.
9. Unfunded Arrangement. It is the intention of the parties that
this Agreement shall constitute an unfunded and unsecured arrangement maintained
for the purpose of providing deferred compensation for a select member of the
Company's management and/or a highly compensated employee for purposes of Title
I of ERISA and for federal income tax purposes. Any and all reserves,
investments, insurance policies or other assets that may be set
-14-
17
aside or purchased by the Company to fund its obligations hereunder shall belong
solely to the Company and neither the Employee nor his Beneficiary shall have
any rights, claims or interest therein. The Company's obligations hereunder
shall be payable solely from the assets of the Company. Nothing contained in
this Agreement, and no action taken pursuant to its provisions, shall (a)
require the Company to set aside any reserves or other assets to fund its
obligations hereunder or (b) create, or be construed to create, a trust of any
kind. There is no guaranty that the Company's assets will be sufficient to pay
the benefits contained herein. The Employee agrees that no general or limited
partner, employee or agent of the Company (and no officer, director, employee,
agent or shareholder of the Company's general partner) shall be liable for any
obligation of the Company or any loss or claim incurred by the Employee in
connection with this Agreement. The Employee hereby releases the Company's
general partner or general partners, whether now serving or that may hereafter
become admitted as a general partner, from any and all liability to pay the
Company's obligations under this Agreement or to contribute or advance funds to
the Company to enable it to satisfy such liability.
10. Subject to Claims of Creditors. Payments to be made to the
Employee or his Beneficiary shall be made from assets which, for all purposes,
shall continue to be a part of the general assets of the Company, and no person
shall have, by virtue of the provisions of this Agreement, any interest in,
preferred claim on or beneficial interest in any of the Company's assets. The
rights of the Employee and his Beneficiary to receive payments from the Company
under the provisions hereof shall be a mere unsecured contractual right and
shall be no greater than the right of any unsecured general creditor of the
Company.
-15-
18
11. No Prior Rights. This Agreement is not a contract of employment
and neither this Agreement nor any action taken hereunder shall be construed as
giving the Employee any right to be retained in the employ of the Company or any
of its partners or affiliates nor limit the right of the Company to discharge
the Employee. This Agreement provides solely for additional compensation for the
Employee's services, payable after the termination of his employment with the
Company and is not intended to be an employment contract.
12. Integration. This Agreement sets forth the entire agreement
between the parties with respect to the matters described herein and all prior
discussions and negotiations between them with respect to this subject matter
are hereby merged into this Agreement. This Agreement supersedes any and all
previous agreements between the parties or between the Employee and the general
partner of the Company, written or oral, relating to the subject matter hereof.
13. Amendments. This Agreement may not be amended, altered or
modified, except by a written instrument signed by the parties hereto, or their
respective successors or assigns, and may not be otherwise terminated except as
provided herein.
14. Successors. This Agreement shall be binding upon and inure to
the benefit of the Company, its successors and assigns, and the Employee and his
successors, assigns, heirs, executors, administrators and beneficiaries.
15. Notices. Any notice, consent or demand required or permitted to
be given under the provisions of this Agreement shall be in writing, and shall
be signed by the party giving or making the same. If such notice, consent or
demand is mailed to a party hereto, it shall be sent by United States certified
mail, return receipt requested, postage prepaid, addressed to the
-16-
19
Company at its principal office or to the Employee at his last known residence
address as shown on the records of the Company. The date of receipt shall be
deemed the date of notice, consent or demand.
16. Attorney's Fees. If any action at law or in equity, or any
arbitration proceeding, is brought to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary disbursements in addition to any other relief to which he
may be entitled.
17. Illinois Law. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of the
State of Illinois. Both parties hereby consent to the exclusive jurisdiction of
any state or federal court located within Xxxx County, Illinois, which is the
location of the Company's principal office, and agree that any litigation or
other proceeding instituted hereunder shall be brought in such county and state.
The parties waive any objection they may have based on improper venue or forum
non conveniens to the conduct of any proceeding instituted in Xxxx County,
Illinois.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.
-17-
20
Company:
STANDARD PARKING L.P.,
a Delaware limited partnership
By: Standard Parking Corporation,
its general partner
By:
/s/
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
Employee:
/s/
---------------------------------------
Name: Xxxxxxx X. Xxxx
-18-
21
EXHIBIT A
DESIGNATION OF BENEFICIARY
TO: General Partner
Standard Parking L.P.
In accordance with the provisions of the Deferred Compensation Agreement dated
as of , 1996 (the "Agreement"), I hereby designate, subject to the conditions
stated below, the following as my beneficiary(ies) hereby revoking all prior
designations, if any, made by me:
Primary Beneficiary(ies)
1.
-------------------------------------------------------------------------
Name and address
---------------------------- -------------------------------------
Relationship Soc. Sec. No.
2.
-------------------------------------------------------------------------
Name and address
---------------------------- -------------------------------------
Relationship Soc. Sec. No.
Secondary Beneficiary(ies) in the event no beneficiary designated above survives
me:
1.
-------------------------------------------------------------------------
Name and address
---------------------------- -------------------------------------
Relationship Soc. Sec. No.
2.
-------------------------------------------------------------------------
Name and address
---------------------------- -------------------------------------
Relationship Soc. Sec. No.
Conditions: These designations shall be effective with respect to my entire
interest, if any, under the Agreement, payable to me following my death.
-19-
22
Unless otherwise provided on the face of this designation, any payment to be
made pursuant to this designation: (a) shall be paid in equal shares to such of
the primary beneficiaries who survive me, or (b) if no primary beneficiaries
shall survive me, such payment shall be made in equal shares to such of the
secondary beneficiaries who survive me. Any beneficiary who fails to survive me
by at least 10 days shall be deemed to have predeceased me.
I reserve the right to change my beneficiary(ies) by filing another designation.
This designation is subject to the terms of the Agreement.
-------------------------------------------
Name of Employee (Please print)
-------------------------------------------
Signature of Employee
-------------------------------------------
Date
Received on the ______________
day of ____________________,
19______
By:
-----------------------------
-20-
23
EXHIBIT B
SCHEDULE OF DEATH BENEFITS
Amount of
Year of Death Death Benefit
------------- -------------
1996-1998 725,000
1999-2001 775,000
2002-2004 850,000
2005-2007 950,000
2008-2010 1,150,000
2011-2013 1,275,000
2014 or after 1,400,000*
*To be reduced as set forth in Section 1(k) of Agreement
-21-
