EXHIBIT 10.19
Deferred Compensation Plan of
R. E. Xxxxxxxxxx, Inc.
This Agreement, made as of January 1, 1988 by and between R. E. Xxxxxxxxxx,
Inc., a Corporation organized and existing under the laws of the State of
Delaware, hereinafter referred to as "Corporation", and Xxxxxx X. Xxxxxx, a key
Employee and Executive of the Corporation, hereinafter referred to as
"Executive".
WITNESSETH THAT:
In consideration of the agreements hereinafter contained the parties agree as
follows:
1. The Corporation agrees to employ the Executive and the Executive agrees
to serve the Corporation in such capacity as the Board of Directors of
the Corporation (the "Board), may designate from time to time,
beginning January 1, 1988 and continuing until terminated by either
party on at least 90 days prior written notice to the other.
2. During the term of employment, the Executive will devote all time,
attention, skill and efforts to the performance of duties on behalf of
the corporation.
3. The Corporation shall pay the Executive on the effective date of this
Agreement and continuing during the term of employment a salary payable
bi-weekly. The amount of compensation will be determined from time to
time by the Board. Further, deferred compensation will be provided
pursuant to paragraph 4 below.
(a) The Corporation shall accrue the following additional amounts
of compensation, but shall not pay such amounts to the
Executive when accrued, but rather in accordance with the
terms of paragraph 5 of this Agreement. Periodically the
Corporation shall transfer the amounts accrued to an
irrevocable individual trust specifically established for the
benefit of the Executive and designated survivor.
(1) $1083.20 per month effective January 1, 1988
(2) $ 993.86 per month effective January 1, 1989.
(3) $ 867.34 per month effective January 1, 1990.
(b) The trustee for the above mentioned trust will be a bank
selected by the Corporation.
(c) All trust assets will be held separate and apart from other
Corporation funds, to be used exclusively for the purposes set
forth in the trust agreement.
(d) The trust assets are available only to pay benefits to the
Executive or designated survivor. Reversion will only be
permitted upon the insolvency of the
Corporation. The Corporation has an express duty to notify the
trustee of such insolvency. When the trustee receives the
notice of insolvency the trustee must suspend payments and
hold payments for general creditors or follow an appropriate
court order. The Executive or designated survivor will qualify
as a general creditor to the trust assets should the
Corporation become insolvent.
5. The benefits to be paid as deferred compensation are to be paid as
follows:
(a) If the Executive's employment hereunder is terminated on or
after the Executive has reached the age of 50, the Corporation
as of such date of termination, shall pay the Executive an
amount equal to the fair market value of the assets in the
trust created for this Agreement. Such amount shall be paid in
120 monthly installments, or in an amount of lesser monthly
installments, or in a lump sum at any time as requested by the
Executive. Not withstanding the foregoing, the total amount
payable to the Executive shall be appropriately increased or
decreased to reflect the appreciation or depreciation in value
and the net income or loss of funds which remain invested in
the trust. If the Executive should die on or after the
installment payments are made, the unpaid balance will
continue to be paid to the Executive's designated beneficiary
in the same manner as set forth above.
(b) Should the Executive's employment hereunder be terminated for
any reason other than death or disability, but before the
Executive is 50 years of age, the amount in the trust will
continue to be invested as the Board in its discretion may
determine. No payments shall be made until the Executive is 50
years of age at which time payments will be made as described
in paragraph 5(a).
(c) Should the Executive's employment be terminated because of
disability of death before the Executive has reached the age
of 50 and while in the employ of the Corporation, the
Corporation shall make monthly payments to the Executive or to
be designated beneficiary in the same manner and to the same
extent as provided in paragraph 5(a).
(d) Should both the Executive and the designated beneficiary die
before all monthly payments are made by the Corporation, the
remaining value of the trust shall be determined as of the
date of death of the designated beneficiary and shall be paid
as promptly as possible in one lump sum to the estate of the
designated beneficiary.
(e) The designated beneficiary referred to in this Agreement may
be established by the Executive upon completion of a form
provided by the Corporation and delivered to the Corporation
before the Executive's death. Prior to the death and without
the consent of any prior beneficiary, the Executive may change
the person to be the designated beneficiary as the Executive
so chooses. Should no beneficiary be designated or should the
designated beneficiary predecease the
Executive, the installment payments payable under paragraph
5(a) shall be payable to the Executive's estate.
(f) The Executive shall be deemed to have become disabled for
purposes of this Agreement if the Board determines on the
basis of medical evidence that the Executive is permanently
mentally or physically disabled and cannot for the remainder
of life, engage in further employment for the Corporation.
(g) The installment payments to be made to the Executive under
paragraphs 5(a) and 5(c) shall commence on the first day of
January following the date of termination of employment.
Installment payments to be made to the Executive under
paragraph 5(b) shall commence as of the first day of the month
following the date on which the Executive reaches age 50. The
installment payments to be paid to a designated beneficiary
shall commence on a date selected by the Corporation, but
within six months from the date of death of the Executive.
(h) Notwithstanding anything herein contained to the contrary, the
Board shall have the right in its sole discretion to vary the
manner and time of making the installment distributions
provided in this paragraph and may make such distributions in
lump sums or over a shorter or longer period of time as it may
find appropriate.
6. The right of the Executive or any other person to the payment of
deferred compensation or other benefits under this Agreement shall not
be assigned, transferred, pledged or encumbered except by will or by
the laws of descent distribution.
7. Nothing contained herein shall be construed as conferring upon the
Executive the right to continue in the employ of the Corporation as an
executive or in any other capacity.
8. The Board shall have full power and authority to interpret, construe
and administer this Agreement and the Board's interpretations and
construction thereof, and action thereunder, including any valuation of
the trust fund shall be binding and conclusive on all persons for all
purposes. No member of the Board shall be liable to any person for any
action taken or omitted in connection with the interpretation and
administration of this Agreement unless attributable to willful
misconduct or lack of good faith.
9. No alteration or modification of the terms and conditions of this
Agreement shall be valid or of any force or effect unless in each
instance it is contained in a written instrument expressing such
alternation or modification which is signed by both the corporation and
the Executive.
10. This Agreement shall be binding upon and insure the benefit of the
Corporation, its successors an assigns as well as to the heirs,
executors, administrators and legal representatives of the Executive.
11. This Agreement shall be construed in accordance with and governed by
the laws of the State of Ohio.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its Chairman of the Board of Directors and the Executive has signed this
Agreement as of the day and year first written above.
R. E. XXXXXXXXXX, INC.
By: /S/ XXXXXX XXXXXXXX /S/ XXXXXX X. XXXXXX
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Title: CHRIMAN, KBD. OF DIRECTORS PRESIDENT
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AMENDMENT TO DEFERRED COMPENSATION PLANS
OF
R. E. XXXXXXXXXX, INC.
WITH
XXXXXX X. XXXXXX, XXXXXX X. XXXXXX AND XXXXXX X. BLUE
The Deferred Compensation Plans of Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxxx
X. Blue dated January 1, 1988 are hereby amended by substituting the following
for Paragraph 4(b):
"The Trustees for the above mentioned Trust will be selected by the
Corporation and the Plan Administrator shall be the Corporation's Director of
Human Resources."
Dated this 8th day of November, 1994.
R. E. XXXXXXXXXX, INC. /s/ XXXXXX X. XXXXXX
---------------------------
Xxxxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXX
---------------------- ---------------------------
Board of Directors Xxxxxx X. Xxxxxx
/s/ XXXXXX X. BLUE
---------------------------
Xxxxxx X. Blue
