EXHIBIT 10.15
DEFERRED COMPENSATION AGREEMENT
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Xxxxx X. Xxxxxxx
This Deferred Compensation Agreement ("Agreement") is effective the 6
day of March, 2000, by and between TECHNICAL CONSUMER PRODUCTS, INC., an Ohio
corporation ("Company") and Xxxxx X. Xxxxxxx ("Employee").
RECITALS
A. Employee is a key management employee of the Company and, in such
capacity, has obtained valuable experience and knowledge of the affairs of
Company that are extremely valuable to Company.
B. Company desires that Employee remain in its service and wishes to
receive the benefit of Employee's knowledge, experience, reputation and
contacts.
C. Employee desires to earn additional compensation in exchange for
remaining in the service of Company.
D. Additionally, Employee desires to be protected in the event of his
death or becoming disabled and unable to be employed in his current capacity.
E. Company wishes to pay such additional compensation (Supplemental
Retirement Benefit) on a deferred basis as an inducement for Employee to
continue in his employment with Company.
F. Company intends to purchase cash value life insurance on the life of
the Employee whereby Company will at all times own and control the policy but
Employees shall be entitled to name the beneficiary unless such power is
relinquished.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto, intending to be legally bound,
mutually agree as follows:
1. CONTINUATION OF ACTIVE EMPLOYMENT. Employee currently plans to
continue in the active employ of Company, continuing to perform the usual and
customary duties of his position and such other reasonable and appropriate
duties for the Company as may be requested of him by the Board of Directors.
This Agreement shall not alter the existing terms of such employment or any
future revision thereof with the Company or any successor of the Company.
At any time after the date of this Agreement, Employee may terminate
Employee's active employment with Company without prejudice to Employee's rights
under this Agreement. If Employee becomes Totally and Permanently Disabled while
actively employed by Company, as defined in Section 10 below, he shall be deemed
to have terminated his employment and such termination shall be deemed to have
occurred as of the date of such Total and Permanent Disability.
2. DEFERRED COMPENSATION. In addition to Employee's regular salary
previously determined and agreed upon by the Employee and the Company, the
Company agrees to pay to Employee deferred compensation in such amounts and at
such times and under such terms as specified in this Agreement.
a. DEFERRED COMPENSATION AMOUNT. Funding of the Deferred Compensation
Amount shall be totally discretionary and within the control of the Company.
Regardless of the amount funded by the Company, Employee shall be entitled to
the following amounts upon the happening of an Event of Payment based on years
of service from the date of signing this Agreement with the Company.
Years of Service Benefit
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0 - 10 years None
10 - 15 years The accumulation value of the
life insurance owned by the
Company on Employee's life less
cumulative premiums paid by
the Corporation.
15 years + The accumulation value of the
life insurance owned by the
Company, unreduced by premiums
paid by the Employer.
If the Event of Payment is death of Employee, Employee's designated
beneficiary shall receive the proceeds of the policy less the cumulative
premiums paid by the Company. If the Event of Payment is on account of the
Employee becoming Totally and Permanently Disabled, the Deferred Compensation
Amount shall be deemed to be the same as if the Employee had between 10 and 15
years of service.
b. PAYMENT OF DEFERRED COMPENSATION AMOUNT. Within a reasonable period
after an Event of Payment, Company shall distribute to Employee the Deferred
Compensation Amount in cash or in kind at the election of the Employee.
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3. EVENTS OF PAYMENT
The Employee's Deferred Compensation Amount, as defined in Section
2(a) above, shall become payable to the Employee, or the Employee's Beneficiary,
only upon the happening of one of the following events:
a. The Employee's termination of employment with the Company;
b. The Employee's Death or Total and Permanent Disability, as defined
in Section 10, below, while employed by the Company; or
c. Mutual agreement of the parties.
4. ASSIGNABILITY. Except to the extent that this provision may be
contrary to law, no assignment, pledge, collateralization, hypothecation or
attachment of any of the benefits under this Agreement shall be valid or
recognized by Company.
5. FACILITY OF PAYMENTS. If Employee shall be, in the sole opinion of
Company after consultation with a qualified medical doctor, physically or
mentally incapable of properly receiving the Benefit Payments, Company may make
such payments to Employee's spouse or guardian, or if there is no spouse or
guardian, to any member of the family of Employee for the use and benefit of
Employee, or directly to any person or institution providing care for Employee
for the use and benefit of Employee. All Benefit Payments so made by Company
shall fully discharge and satisfy Company's obligation as otherwise required by
this Agreement.
6. EMPLOYMENT RIGHTS. This Agreement creates no obligation of Company to
employ Employee for any specific length of time and creates no obligation of
Employee to continue in Company's employ for any specific length of time.
Further, this Agreement does not create any other rights in Employee or
obligations on the part of Company, except those set forth in this Agreement.
However, this Agreement shall in no way limit or modify any other agreement
between Employee and Company (or any successor) and in no event shall any such
agreement limit the obligations of Company hereunder.
7. ACCELERATION OF BENEFIT PAYMENTS. Company hereby reserves the right to
accelerate the payment of any sums required to be paid by it pursuant hereto
without the consent of Employee or his spouse.
8. OBLIGATION OF COMPANY. The obligation of Company to provide the
Benefit Payments constitutes the unsecured promise of Company to make such
payments out of its general assets. Employee and his spouse shall not have any
interest in, or lien or prior claim upon, any property of Company.
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9. FILING. The parties hereto acknowledge that this Agreement constitutes
a "top-hat plan" within the meaning of Department of Labor regulations. A
statement concerning this Agreement will be filed with the Department of Labor
within one hundred twenty (120) days after execution hereof, and Employer agrees
to prepare and file such statement. Failure to do so, however, will not
constitute a breach of this Agreement.
10. DEFINITION OF TOTALLY AND PERMANENTLY DISABLED. The Employee is
"Totally and Permanently Disabled," if, as the result of a physical or mental
condition, the Employee is presently, and for the foreseeable future, unable to
perform the duties the Employee currently performs, or shall perform. The
determination of whether this condition has occurred shall be made by the Board
of Directors of Company which, if necessary, shall obtain the advice and
recommendation of an independent physician licensed and in good standing with
the State of Ohio. Employee hereby agrees to submit to examination by such
physician in the event that such examination becomes necessary under this
Agreement.
11. LAW GOVERNING. This Agreement shall be governed by the laws of the
State of Ohio unless superseded by federal law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
"COMPANY"
TECHNICAL CONSUMER PRODUCTS, INC.
By: /s/ Xxxxx Xxx
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Its: President
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"EMPLOYEE"
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
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