Exhibit 10.35
RETIREMENT BENEFIT AGREEMENT
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THIS AGREEMENT dated this 12th day of December, 2001, between Burlington
Northern Santa Fe Corporation (hereinafter referred to as the "Company") and Xx.
Xxxxxx X. Xxxxx (hereinafter referred to as "Xx. Xxxxx").
WITNESSETH
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WHEREAS, in consideration of Xx. Xxxxx'x service, the Company desires to
provide Xx. Xxxxx with benefits upon retirement to be calculated in the manner
and provided under the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Company and Xx. Xxxxx agree as follows:
1. Upon retiring pursuant to the provisions of the Burlington Northern
Santa Fe Retirement Plan (hereinafter referred to as the "Plan"), Xx. Xxxxx will
be entitled to the following retirement benefits:
(a) A Normal Retirement Benefit, or reduced Early Retirement Benefit,
calculated in accordance with Plan provisions in effect on the
date of his termination, and payable out of Plan assets in
accordance with the Plan terms and, if entitled thereto by the
provisions of the Burlington Northern Santa Fe Supplemental
Retirement Plan, an additional benefit payable out of the general
assets of the Company; and
(b) An extra Retirement Benefit payable monthly out of the general
assets of the Company and calculated as follows:
(i) Xx. Xxxxx'x Normal Retirement Benefit or reduced Early
Retirement Benefit calculated as if Xx. Xxxxx is entitled to
the Window Benefit provisions of Supplement B to the Plan,
provided that for purposes of this Section 1(b), Xx. Xxxxx'x
Plan Compensation shall be computed with reference to the
Retirement Benefit Agreement between X. X. Xxxxx and Santa
Fe Pacific Corporation dated February 26, 1992; minus
(ii) Xx. Xxxxx'x Normal Retirement Benefit, or reduced Early
Retirement Benefit, as calculated in Section 1(a) of this
Agreement.
(c) For purposes of the extra Retirement Benefit to be provided to
Xx. Xxxxx pursuant to Section 1(b), Xx. Xxxxx shall be eligible
for early retirement at any time he has both attained age 55 and
completed at least 10 years of vesting service.
1
2. Nothing contained herein shall confer any right upon Xx. Xxxxx for
continued employment by the Company, or any affiliate or subsidiary of the
Company.
3. The Company retains the right to withhold from payments due hereunder
amounts deemed by the Company to be required to be withheld under income or
other tax laws of any jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
BURLINGTON NORTHERN SANTA FE CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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[Corporate Seal]
ATTEST:
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Secretary
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
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