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EXHIBIT 18
EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT
THIS AGREEMENT, made and entered into this 30th day of March, 1995, by and
between Elco Industries, Inc., a corporation organized and existing under the
laws of the State of Delaware, and its subsidiaries ("Corporation") and Xxxxx X.
Xxxxx ("Executive") on May 10, 1995.
WITNESSETH:
WHEREAS, the Executive is in the employ of the Corporation and is serving
the Corporation as the Vice President of Administration; and
WHEREAS, the Corporation desires to provide the Executive with a
supplemental benefit subject to all of the terms and conditions set forth below.
NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained, it is agreed as follows:
ARTICLE 1
1.1 Supplemental Benefit. If the Executive shall continue in the employment
of the Corporation until he attains the age of sixty-five (65), the date of such
occurrence is hereby established to be February 23, 1996 for purposes hereof
(the "Benefit Date"), and he retires from active daily employment with the
Corporation not later than the first day of the calendar month coinciding with
or next following the Benefit Date, or such later date as may be determined by
the Board of Directors of Elco Industries, Inc., in its sole discretion
("Retirement Date"), then the Corporation agrees that it will pay to the
Executive the sum of Sixty-Six Thousand Dollars and no/100 ($66,000.00) Dollars
on the first day of the second calendar month following the Executive's
Retirement Date and on each of the successive fourteen anniversary dates of that
date, until he has received a total of fifteen (15) payments of such amount. The
aggregate amount of such fifteen (15) payments is hereinafter referred to as the
"Supplemental Benefit." The timing of the payments comprising the Supplemental
Benefit may be accelerated by the Board of Directors of Elco Industries, Inc.,
in its sole discretion. In the event of the Executive's retirement prior to the
Benefit Date, no benefit shall be payable except in such amount and upon such
terms as may be determined by the Board of Directors of Elco Industries, Inc.,
in its sole discretion. In the event that the Executive retires and is entitled
to a Supplemental
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Benefit pursuant to this Section 1.1, but dies before receiving the entire
Supplemental Benefit, then the remaining payments shall be made in accordance
with the foregoing schedule to such individual or individuals as the Executive
has designated in writing, filed with and been approved by the Corporation. In
the absence of any effective designation of beneficiary, any such remaining
amounts shall be payable to the Executive's duly qualified executor or
administrator.
ARTICLE 2
2.1 Death Prior to Benefit Date. In the event the Executive should die
while actively employed by the Corporation at any time after the date of this
Agreement but prior to the Executive's Retirement Date, the Corporation will pay
the Supplemental Benefit to such individual or individuals as the Executive has
designated in writing, filed with and been approved by the Corporation. Payment
of the Supplemental Benefit shall be made in accordance with the schedule
provided in Section 1.1 except that the date of the Executive's death shall be
substituted for the Executive's Retirement Date. In the absence of any effective
designation of beneficiary, any such remaining amounts shall be payable to the
Executive's duly qualified executor or administrator.
ARTICLE 3
3.1 Disability Prior to Benefit Date. "Permanent Disability" for purposes
of this Agreement means the Executive's inability, by reason of any physical or
mental impairment, to substantially perform the significant aspects of his
regular duties which inability is reasonably contemplated to continue for at
least one (1) year from its inception as determined by the Board of Directors of
Elco Industries, Inc., in its sole discretion. In the event that during the
period of active daily employment prior to termination of his employment with
the Corporation the Executive shall incur a Permanent Disability, the
Corporation shall pay the Supplemental Benefit to the Executive or his legal
representative in accordance with the schedule provided in Section 1.1 except
that the date of Permanent Disability as determined by the Board of Directors of
Elco Industries, Inc. shall be substituted for the Executive's Retirement Date.
In the event that the Executive incurs a Permanent Disability, but dies before
receiving the entire Supplemental Benefit, then the remaining payments shall be
made in accordance with the foregoing schedule to such individual or individuals
as the Executive has designated in writing, filed with and been approved by the
Corporation. In the absence of any effective designation of beneficiary, any
such remaining amounts shall be payable to his duly qualified executor or
administrator.
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ARTICLE 4
4.1 Voluntary Termination of Service or Discharge. In the event that the
Executive shall voluntarily terminate his employment with the Corporation or be
discharged by the Corporation with or without cause, this Agreement shall
terminate upon the date of voluntary termination of employment or discharge and
no benefits or payments of any kind are to be made hereunder, except as provided
under Section 1.1 or 8.1.
4.2 Other Termination of Benefits. The Corporation reserves the right to
terminate this Agreement at any time in the sole discretion of the Board of
Directors of Elco Industries, Inc. In the event that the Executive is actively
employed by the Corporation at the time of such termination, he shall be
entitled to the cash surrender value of any insurance policy obtained pursuant
to Article 7 and then in effect. The amount of such cash surrender value and the
timing and other terms of payment thereof to the Executive shall be determined
by the Board of Directors of Elco Industries, Inc., in its sole discretion,
provided that in the event that full payment is deferred more than 30 days after
such termination the Corporation shall pay the Executive interest compounded
annually from the date of termination on the unpaid balance at a floating rate
equal to the base rate as then announced from time to time by The First National
Bank of Chicago. Full payment of the cash surrender value shall be made no later
than three years after such termination. In the event that the Executive becomes
entitled to a benefit pursuant to this Section 4.2, but dies before receiving
the entire benefit, then the remaining payments shall be made in the manner
described in this Section 4.2 to such individual or individuals as the Executive
has designated in writing, filed with and been approved by the Corporation. In
the absence of any effective designation of a beneficiary, any amounts payable
under this Section 4.2 shall be payable to the Executive's duly qualified
executor or administrator.
ARTICLE 5
5.1 Alienability. Neither the Executive, his widow, nor any other
beneficiary under this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise
encumber in advance any of the benefits payable hereunder, nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments, alimony
or separate maintenance, owed by the Executive or his beneficiary or any of
them, or be transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise. In the event the Executive or any beneficiary attempts
assignment, commutation, hypothecation, transfer, or disposal of the benefit
hereunder the Corporation's liabilities shall forthwith cease and terminate.
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ARTICLE 6
6.1 Participation in Other Plans. Nothing contained in this Agreement shall
be construed to alter, abridge, or in any manner affect the rights and
privileges of the Executive to participate in and be covered by any pension,
profit-sharing, group insurance, bonus stock or similar employee plans which the
Corporation may now or hereafter have.
ARTICLE 7
7.1 Insurance Policies. The Corporation reserves the right in its sole
discretion to purchase an insurance policy or policies relating to the Executive
to allow the Corporation to recover the costs of providing the benefits
hereunder, in whole or in part. Should the Corporation elect to purchase such an
insurance policy or policies, the Corporation shall be the owner and beneficiary
thereof. The Corporation reserves the absolute right, in its sole discretion, to
terminate any such policy or policies, at any time, either in whole or in part.
At no time shall the Executive be deemed to have any right, title, or interest
in or to any specified asset or assets of the Corporation, including, but not by
way of restriction, any such insurance policy or policies or the proceeds
therefrom.
Any such policy shall not in any way be considered to be security for the
performance of the obligations of this Agreement. It shall be, and remain, a
general, unpledged, unrestricted asset of the Corporation.
If the Corporation purchases a life insurance or annuity policy on the life
of the Executive, he agrees to sign any papers that may be required for that
purpose and to undergo any medical examination or tests which may be necessary.
7.2 This Article shall not be construed as giving the Executive or his
beneficiary any greater rights than those of any other unsecured creditor of the
Corporation.
ARTICLE 8
8.1 Change of Control. (a) Notwithstanding any provision in this Agreement
to the contrary, in the event of any Change of Control while the Executive is
actively employed by the Corporation (or if the Executive's voluntary
termination of employment with the Corporation or discharge by the Corporation
occurs prior to a Change of Control at the request of any individual or entity
acquiring ownership or control of Elco Industries, Inc., or is reasonably shown
to be related to a
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prospective Change of Control), the Corporation shall make a lump sum
distribution to the Executive within fourteen days after the earlier to occur of
(i) the Executive's voluntary termination of employment with the Corporation
(including death or Permanent Disability) and (ii) the Executive's discharge by
the Corporation. The amount of the lump sum distribution in either case shall be
the present value of all or of the remaining annual payments, as the case may
be, provided for in Section 1.1 or Section 2.1 or Section 3.1 determined as of
the date of distribution, using a discount rate equal to 7% (Seven percent) per
annum. If the Executive dies after becoming entitled to such lump sum
distribution but before the distribution is made, such distribution shall be
made to the Executive's beneficiary and in the absence of an effective
designation of beneficiary, any such distribution shall be payable to the
Executive's duly qualified executor or administrator.
(b) If the Executive's employment is terminated after a Change of Control,
with or without cause, for any reason other than death or on or after the date
on which the Executive attains age sixty-five (65), then, during the three-year
period after such termination, the Executive shall be included to the extent
eligible thereunder in any and all then existing plans providing general
benefits of the Corporation's employees, including but not limited to, group
life, hospitalization, disability, medical and dental insurance at the expense
of the Corporation, or if such termination renders the Executive ineligible to
participate in any group plan, the Corporation will purchase such individual
insurance policies or other plans providing benefits at least as favorable to
the Executive as those provided prior to the termination.
(c) Notwithstanding any provision in this Agreement to the contrary, in the
event of any Change of Control while the Executive is not actively employed by
the Corporation but is entitled to one or more payments pursuant to this
Agreement, the Corporation shall make a lump sum distribution to the Executive
within fourteen days after the Change of Control. The amount of the lump sum
distribution shall be the present value of the remaining payment(s) when
discounted at the market yield listed in The Wall Street Journal as of the date
of the Change of Control (or the next following business day if the Change of
Control does not occur on a business day) of U.S. Treasury Bonds/Notes which
mature as of the date on which the last remaining payment will be made or, if no
U.S. Treasury Bond/Note matures on such date, the next closest date immediately
following such date. If the Executive dies after becoming entitled to such lump
sum distribution but before the distribution is made, such distribution shall be
made to the Executive's beneficiary, and in the absence of an effective
designation of beneficiary, any such distribution shall be payable to the
Executive's duly qualified executor or administrator.
8.2 Taxes - Gross-Up Payment. Section 3 of the Change of Control Agreement
between Elco Industries, Inc. and the
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Executive dated March 30, 1995, as amended (which generally provides for an
additional payment to the Executive should any payment, benefit or distribution
(or combination thereof) by Elco Industries, Inc. or one or more trusts
established by Elco Industries, Inc. for the benefit of its employees be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code, as
amended), shall be applicable with respect to this Agreement and the benefits
provided herein.
8.3 Change of Control. For purposes of this Article, "Change of Control"
means the first to occur of any of the following dates:
(a) the date the Board of Directors of Elco Industries, Inc. votes to
approve:
(i) any consolidation or merger of Elco Industries, Inc.;
(ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of the
assets of Elco Industries, Inc. other than any sale, lease, exchange or
other transfer to any corporation where Elco Industries, Inc. owns,
directly or indirectly, at least seventy percent (70%) of the outstanding
voting securities of such corporation after any such transfer; or
(iii) any plan or proposal for the liquidation or dissolution of Elco
Industries, Inc.;
(b) the date any person (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, hereinafter the "1934 Act"), other than one or
more trusts established by Elco Industries, Inc. or its subsidiaries, shall
become the beneficial owner (within the meaning of Rule 13d-3 under the 0000
Xxx) of thirty percent (30%) or more of outstanding $5 par value common stock of
Elco Industries, Inc.;
(c) the date the Board of Directors of Elco Industries, Inc. authorizes and
approves any transaction which has either a reasonable likelihood or a purpose
of causing, whether directly or indirectly:
(i) $5 par value common stock of Elco Industries, Inc. to be held of
record by less than 300 persons; or
(ii) $5 par value common stock of Elco Industries, Inc. to be neither
listed on any national securities exchange nor authorized to be quoted on
an inter-dealer quotation system of any registered national securities
association;
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(d) the date, during any period of twenty-four (24) consecutive months, on
which individuals who at the beginning of such period constitute the entire
Board of Directors of Elco Industries, Inc. shall cease for any reason to
constitute a majority thereof unless the election, or the nomination for
election by Elco Industries, Inc. stockholders, of each new director comprising
the majority was approved by a vote of at least a majority of the Continuing
Directors as hereinafter defined, in office on the date of such election or
nomination for election of the new director. For purposes hereof, a "Continuing
Director" shall mean:
(i) any member of the Board of Directors of Elco Industries, Inc. at
the close of business on May 10, 1995.
(ii) any member of the Board of Directors of Elco Industries, Inc. who
succeeds any Continuing Director described in Section 8.2(d)(i) above if
such successor was elected, or nominated for election by Elco Industries,
Inc. stockholders, by a majority of the Continuing Directors then still in
office; or
(iii) any director elected, or nominated for election by Elco
Industries, Inc. stockholders, to fill any vacancy or newly created
directorship on the Board of Directors of Elco Industries, Inc. by a
majority of the Continuing Directors then still in office; or
(e) the date of commencement by any entity, person, or group (including any
affiliate thereof, other than Elco Industries, Inc.) of a tender offer or
exchange offer for more than twenty percent (20%) of the outstanding $5 par
value common stock of Elco Industries, Inc.
ARTICLE 9
9.1 Named Fiduciary. The Corporation is hereby designated as the named
fiduciary under this Agreement. The named fiduciary shall have authority to
control and manage the operation and administration of this Agreement and to
employ or designate any person or organization to advise or perform services
with respect to the Corporation's responsibilities under this Agreement and to
allocate to such person or organization all, or part of, the responsibility for
the operation and administration of this Agreement.
ARTICLE 10
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10.1 Assignment; Successors. Except as otherwise provided herein, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
Elco Industries, Inc. and the Executive and their respective heirs, personal or
legal representatives, executors, administrators, successors, assigns,
distributees, divisees and legatees. If Elco Industries, Inc. shall be merged
into or consolidated with another entity, the provisions of this Agreement shall
be binding upon and inure to the benefit of the entity surviving such merger or
resulting from such consolidation. Elco Industries, Inc. will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of Elco
Industries, Inc. by agreement in form and substance satisfactory to the
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Elco Industries, Inc. would be required to
perform it if no such succession had taken place. The provisions of this Section
10.1 shall continue to apply to each subsequent employer of the Executive
hereunder in the event of any subsequent merger, consolidation or transfer of
assets of such subsequent employer.
ARTICLE 11
11.1 Amendment and Waiver. This Agreement shall not be amended, altered or
modified except by written agreement signed by the parties hereto, or their
respective successors or permitted assigns. The failure at any time to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver
of such provisions and shall not affect the right of either party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
Article 8 and all Change of Control provisions applicable to the Executive and
contained in this Agreement shall remain in effect through the date of a Change
of Control, and for such period thereafter as is necessary to carry out such
provisions and provide the benefits payable thereunder, and may not be altered
in a manner which adversely affects the Executive without the Executive's prior
written approval.
ARTICLE 12
12.1 Communications. Any notice or communication required of either party
with respect to this Agreement shall be made in writing and may either be
delivered personally or sent by registered or certified mail, return receipt
requested, to:
If to the Corporation:
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Elco Industries, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
If to the Executive:
0000 XxXxxxxx Xx.
------------------------
Rockford, IL.
------------------------
61107
------------------------
Each party shall have the right by written notice to change place to which any
notice may be addressed.
ARTICLE 13
13.1 Not a Contract of Employment. This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Executive, or restrict the right of the Executive to terminate his employment.
13.2 Not in Lieu of Other Compensation. The salary continuation benefits
provided by this Agreement are granted by the Corporation as a fringe benefit to
the Executive and are not part of any salary reduction plan or an arrangement
deferring a bonus or a salary increase. The Executive has no option to take any
current payment or bonus in lieu of these salary continuation benefits.
ARTICLE 14
14.1 Claims Procedure. If an Executive or the Executive's beneficiary (or
qualified executor or administrator) fails to receive benefits to which such
Executive or beneficiary (or qualified executor or administrator) feels entitled
under this Agreement, such Executive or beneficiary (or qualified executor or
administrator) shall submit a claim for such benefits in writing to the
Corporation within 60 days of the date the Executive or beneficiary (or
qualified executor or administrator) would have received such benefits if so
entitled. Such claim shall be reviewed by the Corporation. If the claim is
denied, in full or in part, the Corporation shall provide a written notice in a
manner calculated to be understood by the claimant within 90 days setting forth
the specific reasons for denial, specific reference to the provisions of this
Agreement upon which the denial is based, and any additional material or
information necessary to perfect the claim, if any, and an explanation of why
such material or information is necessary. Also, such written notice shall
indicate the steps to be taken if a review of the denial is desired.
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If a claim is denied in full or in part and a review is desired, the
Executive or his beneficiary (or qualified executor or administrator) shall so
notify the Corporation in writing within 60 days after receiving a denial of
claim and a claim shall be deemed denied if the Corporation does not take any
action within the aforesaid 90-day period. In requesting a review, the Executive
or his beneficiary may review this Agreement or any documents relating to it and
submit any written issues and comments he may feel appropriate. In its sole
discretion, the Corporation shall then review the claim and provide a written
decision within 60 days after receipt of the request for review unless special
circumstances require an extension of time for processing in which case a
decision shall be rendered as soon as possible, but no later than 120 days
after receipt of a request for review. This decision shall state the specific
reasons for the decision and shall include reference to specific provisions of
this Agreement on which the decision is based and be written in a manner
calculated to be understood by the claimant.
All determinations made by the Corporation shall be conclusive upon the
Executive, his beneficiary (or qualified executor or administrator) or any other
person claiming benefits pursuant to this Agreement.
ARTICLE 15
15.1 Withholding for Taxes. Notwithstanding any other provision of the
Agreement, the Corporation may withhold from any payment to be made pursuant to
this Agreement such amounts as may be required for purposes of complying with
the tax withholding provisions of the Internal Revenue Code of 1986, as amended,
any state's income tax act or any applicable similar laws.
ARTICLE 16
16.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of the State of
Illinois.
16.2 Disputes. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Chicago,
Illinois, or, at the option of the Executive, in the county where the Executive
then resides, in accordance with the Rules of the American Arbitration
Association then in effect, except that if the Executive institutes an action
relating to this Agreement, the Executive may, at the Executive's option, bring
that action in a court of competent jurisdiction. Judgement may be entered on an
arbitrator's award relating to this Agreement in any court having jurisdiction.
Notwithstanding the pendency of any dispute in connection with this Agreement,
Elco
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Industries, Inc. will continue to pay the Executive his full compensation in
effect when the notice giving rise to the dispute was given and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the dispute is finally resolved in accordance with this Section
16.2. Amounts paid under this Section 16.2 are in addition to all other amounts
due under this Agreement and shall not be offset against or reduce any other
amounts due under this Agreement.
16.3 Costs of Proceedings. Elco Industries, Inc. shall pay all costs and
expenses, including attorneys' fees and disbursements, at least monthly, of the
Executive in connection with any legal proceeding (including arbitration),
whether or not instituted by Elco Industries, Inc. or the Executive, relating to
the interpretation or enforcement of any provision of this Agreement, except
that if the Executive instituted the proceeding and the judge, arbitrator or
other individual presiding over the proceeding affirmatively finds the Executive
instituted the proceeding in bad faith, the Executive shall pay all costs and
expenses, including attorney's fees and disbursements, of Elco Industries, Inc.
Elco Industries, Inc. shall pay prejudgment interest on any money judgment
obtained by the Executive as a result of such a proceeding, calculated at the
rate which The Bank of America (Bank) announces from time to time as its prime
lending rate as in effect from time to time, from the date that payment should
have been made to the Executive under this Agreement.
ARTICLE 17
17.1 Headings. The headings used in this Agreement are included solely for
convenience of reference and shall not control the meaning or interpretation of
any provision of this Agreement.
17.2 Severability. If, for any reason, any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each other provision shall to the full extent
consistent with the law continue in full force and effect. If any provision of
this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with the law continue in full force and effect.
17.3 Gender and Number. The masculine pronoun whichever used herein shall
be deemed to include the feminine and the neuter, the singular shall be deemed
to include the plural and the plural shall be deemed to include the singular
wherever the context requires.
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ARTICLE 18
18.1 No Duplication of Benefits. Notwithstanding any provision of this
Agreement to the contrary, the Executive shall not receive benefit payments
pursuant to this Agreement and the Executive Supplemental Defined Contribution
Benefit Agreement between Elco Industries, Inc. and the Executive dated March
30, 1995, as amended ("Defined Contribution Benefit Agreement") and upon an
event entitling the Executive (or his beneficiary or qualified executor or
administrator) to a benefit payment under this Agreement or the Defined
Contribution Benefit Agreement, the Executive (or his beneficiary or qualified
executor or administrator) shall only be entitled to benefit payments from
whichever of the aforementioned Agreements entitles the Executive (or his
beneficiary or qualified executor or administrator) to the greatest total
benefit amount. Additionally, once an Executive becomes entitled to benefit
payments pursuant to this Agreement because of a particular event, he is not
eligible to receive benefit payments pursuant to this Agreement because of a
different event except to the extent explicitly provided in this Agreement, such
as with respect to a subsequent Change of Control or death.
18.2 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings between the Corporation and
the Executive.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed and the Executive has hereunto set his hand at Rockford, Illinois (town
& state) the day and year first above written.
ELCO INDUSTRIES, INC. and its
subsidiaries
By: /s/ XXXX X. XXXX
--------------------------------
Its: President
-------------------------------
/s/ XXXXX X. XXXXX
-----------------------------------
(ADD EXECUTIVE'S NAME)
/s/
--------------------------------
Chairman, Compensation Committee
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EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT
BENEFICIARY DESIGNATION FORM
TO: Elco Industries, Inc.
FROM: XXXXX X. XXXXX
-------------------------------
DATE: May 15, 1995
-------------------------------
-------------------------------------------------------------------------------
In the event of my death prior to my receipt of all payments and benefits
due me under the Executive Supplemental Benefit Agreement dated March 30, 1995,
as amended, I hereby designate the person or persons named below who are living
at the time of my death to receive all amounts and benefits due me under the
terms of such Agreement as follows:
====================================================================================
SOCIAL
SECURITY PERCENTAGE
NAME ADDRESS NUMBER RELATIONSHIP OF TOTAL
====================================================================================
1. Xxxxx X. Xxxxx 0000 LaCumbre ###-##-#### Wife 100%
Xxxxxxxx, XX 00000
------------------------------------------------------------------------------------
2.
------------------------------------------------------------------------------------
3.
------------------------------------------------------------------------------------
4.
------------------------------------------------------------------------------------
TOTAL: 100%
====================================================================================
I hereby revoke all prior Beneficiary Designations made previously and
expressly reserve the right to change or revoke this Beneficiary Designation,
but understand that no such change or revocation shall be effective unless it is
signed by me and filed with Elco Industries, Inc.
/s/ XXXXX X. XXXXX
-----------------------------------
Signature
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Accepted by Elco Industries, Inc.
By: /s/ XXXX X. XXXX 5-15-95
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Date
