Exhibit 10.29
AGREEMENT TO FULLY VEST RIGHTS
UNDER THE
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made effective May 22, 1998, by and between Xxxxxx X. Xxxxxx
("Executive") and AAF-XxXxxx Inc. ("Corporation"), as successor to SnyderGeneral
Corporation.
RECITALS
A. Executive and SnyderGeneral Coporation entered into the Executive Salary
Continuation Agreement ("ESCA") effective January 1, 1990, as amended by the
NEPI Modification Agreement dated as of May 2, 1994, providing for certain
payments to be made to Executive in certain circumstances upon Executive leaving
the employment of SnyderGeneral Corporation.
B. As part of the sale of all of its outstanding stock in a transaction dated
May 2, 1994, SnyderGeneral Corporation changed its name to AAF-XxXxxx Inc.
C. Corporation has requested that Executive relocate and assume new job
responsibilities on behalf of the Corporation and as an incentive has agreed to
enter into this Agreement with Executive regarding the full vesting of
Executive's right to payments under the ESCA.
D. Executive has agreed to relocate and accept new job responsibilities and, as
partial consideration therefore, has agreed to accept the rights vested under
the terms of this Agreement and the ESCA.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the parties agree as follows:
AGREEMENT
1. The Corporation acknowledges and agrees that from and after the date of this
Agreement, Executive shall be fully vested in all rights applicable to Executive
under the ESCA upon Executive's termination of employment with the Corporation,
whether voluntarily or involuntarily, with or without Good Cause, or due to
disability or death, as if the Executive had attained the age of sixty-five (65)
years at the time of termination, whether or not he shall have in fact attained
such age.
2. Nothing in this Agreement shall be construed as requiring Executive to retire
or otherwise terminate his employment with the Corporation at any particular
time, and Executive shall continue to work for the Corporation for so long as
both parties mutually agree.
3. Notwithstanding the full vesting of Executive's rights in the ESCA under the
terms of this Agreement, Executive shall not be entitled to any right or benefit
not otherwise available under the ESCA, and the terms of Sections 12.01 and
12.02 of the ESCA (pertaining to the nature of the relationship created by the
ESCA and Executive's right to payment against the general creditors of the
Corporation) shall remain unaffected by this Agreement. The benefits payable
under the ESCA shall not begin until Executive has actually terminated his
employment with the Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day first noted above.
XXXXXX X. XXXXXX AAF-XxXXXX INC.
______________________________ By _______________________________
Title ______________________________
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