Exhibit 10.5(a)
ENVIRONMENTAL ELEMENTS CORPORATION
SUPPLEMENTAL PENSION AGREEMENT
THIS AGREEMENT is made this 1st day of July, 1996, by and
between Environmental Elements Corporation ("Corporation") and Xxxx X. Xxxxxxx
("Executive").
WHEREAS, the Executive performed valuable services for the
Corporation and the Corporation desires to provide the Executive with certain
supplemental retirement benefits to replace a benefit shortfall under the
Retirement Plan of Environmental Elements Corporation ("Retirement Plan") that
will occur as a result of benefit limitations imposed by changes in the law, the
imposition of salary caps under the Retirement Plan and changes in the benefit
formula under the Retirement Plan.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and undertakings hereinafter set forth, and other good and
valuable consideration, receipt of which is hereby acknowledged, the Corporation
and the Executive hereby agree as follows:
1. Recitals. The foregoing recitals are made a part of this
Agreement.
2. Supplemental Pension Payment. Commencing July 1, 1996, the
Corporation shall pay the amount of $146.95 per month as a supplemental pension
payment to the Executive for the remainder of the Executive's life. Each monthly
supplemental pension payment shall be paid on or before the first day of each
calendar month to which the payment is attributable.
3. Corporation's Obligations To be Unsecured. The Corporation
and the Executive understand and agree that the Corporation's obligations under
this Agreement shall not be secured in any manner. The Corporation shall not be
required to reserve or otherwise set aside, physically or legally, any funds for
the payment of its obligations hereunder. Neither the Executive nor any other
person shall be deemed to have any property interest, legal or equitable, in any
specific asset of the Corporation as a result of entering into this Agreement
and, to the extent that any person acquires any rights to receive payments under
the provisions of this Agreement, such rights shall be no greater than, nor
shall they have any preference or priority over, the rights of any unsecured
creditor of the Corporation.
4. Other Plans. Nothing in this Agreement shall be construed
to affect the rights of the Executive, other beneficiaries, or his estate to
receive any retirement or death benefits under any pension, insurance, other
deferred compensation, or other retirement plans of the Corporation.
5. Non-Alienation Provision. Neither the Executive nor any
other person or persons who may become entitled to payment of any amount under
this Agreement shall have any right to anticipate, commute, pledge, encumber,
alienate, sell, transfer, assign or otherwise dispose of the right to receive
payments hereunder, all of which payments and the rights thereto are expressly
hereby declared to be non-assignable and not subject to the debts, contracts,
liabilities, engagements or torts of the Executive or such persons.
6. Withholding of Taxes. The Corporation shall have the right
to withhold from all amounts payable pursuant to this Agreement any federal,
state or local taxes of any kind required by law to be withheld.
7. Amendments. This Agreement shall not be amended nor
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors, assigns and legal representatives.
8. Binding Agreement. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, and their respective heirs,
legatees, beneficiaries, personal representatives and other legal
representatives, successors and assigns.
9. Controlling Law. This Agreement shall be construed
according to the laws of the State of Maryland, other than the conflict of laws
principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal as of the day and year first above written.
ATTEST: ENVIRONMENTAL ELEMENTS CORPORATION
/s/ Xxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
_______________________ By:__________________________________(SEAL)
Xxxxxx X. Xxxxxxx
President and Chief Executive Offer
WITNESS:
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxx X. Xxxxxxx
_______________________ _____________________________________(SEAL)
Xxxx X. Xxxxxxx
