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EXHIBIT 99.11
Family Security Agreement dated April 4, 1986 with Xxxxxx X. Love.
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FAMILY SECURITY AGREEMENT
This FAMILY SECURITY AGREEMENT is made and entered into by and between
Printpack, Inc., a Georgia corporation ("Printpack"), and the Employee
indicated on Schedule A attached hereto and made a part hereof. (Such Employee
and Schedule are hereafter referred to, respectively, as "Employee" and
"Schedule A").
W I T N E S S E T H
WHEREAS, to induce Employee to continue his employment with Printpack by
providing future financial security for Employee and his family, Printpack
elects to include Employee in its employee benefit plan referred to as the
"Printpack Family Security Plan."
NOW THEREFORE, in consideration of the covenants and conditions hereafter
set forth, Printpack and Employee agree as follows:
1. PAYMENTS UNDER THE PLAN. Printpack shall, subject to the
conditions set forth in this Agreement, make payments (as and to the
extent specified below) in the event Employee shall die or become
disabled and in the event that Employee's children should elect to
pursue further education after graduation from high school.
2. ADDITIONAL COMPENSATION. The benefits to be provided under
this Agreement are in addition to any other compensation paid to, or
benefits provided by Printpack for Employee. Nothing in this
Agreement shall be construed as limiting, varying or reducing any
provision or benefit to Employee, Employee's spouse or children
pursuant to any employment agreement, retirement plan (including any
qualified profit sharing plan), any health, disability or life
insurance policies or any other agreement between Printpack and
Employee.
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3. DEATH. In the event of Employee's death, Printpack shall make
the following payments:
(a) SPOUSAL BENEFIT. Printpack shall pay to Employee's spouse
an amount equal to fifty percent (50%) of Employee's total
cash compensation during Printpack's most recent fiscal year
ending prior to the date of Employee's death. Such benefit
will be paid as long as Employee's spouse may live.
(b) CHILDREN'S BENEFIT. For Employee's oldest dependent child
under the age of twenty-three (23), Printpack shall pay to
Employee's spouse an amount equal to ten percent (10%) of
Employee's total cash compensation during Printpack's most
recent fiscal year ending prior to the date of employee's
death. For each additional dependent child under the age of
twenty-three (23), an amount equal to an additional five
percent (5%) of such cash compensation will be paid to
Employee's spouse. The benefit for each child will be paid
until such child reaches the age of twenty-three (23).
(c) INFLATION INDEXED. The benefits to be paid in (a) and
(b) above will be increased annually for inflation. Such
increases will be limited to the lower of (x) the annual
increase in the All Urban Consumer's Cost of Living Index
published by the U.S. Government or the successor to such
index or (y) six percent (6%).
(d) DEATH OR DIVORCE OF SPOUSE. If Employee's spouse should
not survive him, or if Employee should not be legally married
on the date of his death, then for each of Employee's
dependent children under the age of twenty-three (23),
Printpack
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shall pay to the guardian(s) of those children an amount
equal to fifteen percent (15%) of Employee's total cash
compensation during Printpack's most recent fiscal year
ending prior to the date of Employee's death. Such payment
shall not, however, exceed fifteen thousand dollars ($15,000)
per year for each child; provided, however, that the benefits
will be inflation indexed as in Section 3(c). Such benefit
will be paid until the child reaches the age of twenty-three
(23).
4. DISABILITY. In the event of Employee's disability while an
employee of Printpack, Printpack shall pay to Employee Forty
Thousand Dollars ($40,000) each year as long as Employee may live in
a disabled condition. Such benefits will not be inflation indexed
as in Section 3(c). At Employee's death, payments as specified in
paragraph 3 of this Agreement will be made, using as the applicable
cash compensation base per Employee such Employee's total cash
compensation during Printpack's fiscal year ending prior to the date
of Employee's disability. Disability means a physical or mental
condition which, in Printpack's sole and absolute judgment, based on
medical reports or other evidence Printpack deems satisfactory,
totally and permanently prevents Employee from satisfactorily
performing his usual duties for Printpack or the duties of such
other position or job which Printpack or any other firm makes
available to him and for which Employee is qualified by reason of
his training, education or experience.
5. METHOD OF PAYMENT. All of the benefits specified in
Paragraphs 3 and 4 of this Agreement will be paid on a monthly basis
by determining the annual amount due and dividing that by twelve.
At Printpack's option such
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amounts may either be paid directly by Printpack or through a third
party arranged by Printpack to handle the transactions.
6. COLLEGE EXPENSES OF DEPENDENT CHILDREN. In addition to the
benefits under Paragraph 3 or 4 of this Agreement, Printpack will
pay to each of Employee's dependent children under the age of
twenty-three (23) $10,000 per year for each year such child pursues
a course of higher education after graduation from high school.
Printpack reserves the right to require Employee's children to be
employed by Printpack as a condition to receiving such payments. No
more than $40,000 will be paid to each child. If the child does not
pursue a course of higher education, no payments will be made. If
the child should pursue such a course for less than the four year
maximum, then payments will be made only as long as the course is
pursued. These payments will be made only if the child maintains a
passing grade average and, in Printpack's sole discretion, may be
made directly to the institution of higher learning. These payments
will be made as long as Employee continues to be employed with
Printpack and will be made in the event of Employee's death or
disability. The method of these payments will be determined by
Printpack when the payments begin.
7. ACTIVITY HARMFUL TO THE BEST INTEREST OF PRINTPACK. Anything
in this Agreement to the contrary notwithstanding, no payment of any
benefit shall be made, and all rights under the Agreement of the
Employee or Employee's spouse or children shall be forfeited if
either of the following events occurs:
(a) The Employee shall engage in any activity or
conduct which in Printpack's opinion (determined in the sole
discretion of Printpack's Board of Directors) is harmful to
Printpack's best interests;
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(b) In the event of Employee's retirement with the
consent of Printpack, he shall fail or refuse to provide
advice and counsel to Printpack when reasonably requested to
do so.
8. RIGHTS OF EMPLOYEE AND TITLE. The payments to be made by
Printpack under this Agreement are unsecured obligations of
Printpack only, and Employee is only a general creditor of Printpack
in respect of them. Title to, and beneficial ownership of, any
asset, whether cash or investments which Printpack may acquire or
identify to satisfy its obligations to Employee under this
Agreement, shall at all times remain with Printpack and neither the
Employee nor his spouse or children nor any other person shall have
any property interest whatsoever in any specific assets of
Printpack. Nothing contained in this Agreement, and no action taken
pursuant to the provisions of this Agreement, shall create or be
construed to create a trust of any kind, or a fiduciary relationship
between Printpack and Employee, his spouse or children or any other
person. Any funds which may be invested under the provisions of
this Agreement shall continue for all purposes to be a part of the
general funds of Printpack, and no person other than Printpack shall
by virtue of the provisions of this Agreement have any interest in
such funds. To the extent that any person acquires a right to
receive payments from Printpack under this Agreement, such right
shall be no greater than the right of any unsecured general creditor
of Printpack.
9. DESIGNATION OF FAMILY MEMBER. Any family member designated
in Schedule A may be revoked or changed at any time and from time to
time by Employee. Any such revocation or change shall be in writing
signed by Employee and shall become effective only when approved by
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Printpack. Only in the case of a surviving spouse or children or of
Employee's disability is Printpack required to make the payments
contemplated herein.
10. PAYMENTS TO INCOMPETENTS. If Printpack shall determine that
any person to whom any payment is to be made pursuant to this
Agreement is unable to care for his affairs because of illness,
incapacity, or accident, or is a minor, any payment due (unless a
prior claim therefore shall have been made by a duly-appointed
guardian, committee or other legal representative of such person)
may be paid by Printpack to the spouse, a child, a parent, or a
brother or sister, of such person, or to any person deemed by
Printpack to have incurred expense for such person otherwise
entitled to payment, in such manner and proportions as Printpack may
determine. Any such payment shall be a complete discharge of
Printpack's liabilities under this Agreement.
11. CONTINUING EMPLOYMENT. Nothing contained herein shall be
construed as conferring upon the Employee the right to continue in
the employ of Printpack in any capacity. Nor shall this Agreement
or anything contained in this Agreement be deemed to constitute an
Employment Agreement between Printpack and Employee. Nor shall any
provision of this Agreement restrict Printpack's right to
discharge Employee or restrict Employee's right to terminate his
employment.
12. TERMINATION OF EMPLOYMENT, VESTING. Anything in this Agreement to
the contrary notwithstanding, if for any reason Employee voluntarily
terminates his employment with Printpack (except for retirement
with the consent of Printpack), no payment of any benefit shall
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be made, and all rights under the Agreement of the
Employee or Employee's spouse or children shall be forfeited.
If Printpack terminates Employee's employment because of
Employee's activity or conduct which in Printpack's opinion
(determined in the sole discretion of Printpack's Board of
Directors) is harmful to Printpack's best interests, then no
payment of any benefit shall be made, and all rights under the
Agreement of the Employee or Employee's spouse or children shall
be forfeited.
If Printpack terminates Employee's employment for any other
reason, then payments of all benefits described herein will be
paid according to the following vesting schedule:
Percentage of
If Termination occurs within Benefits to be Paid
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5 years from date of agreement 0
5-6 years from date of agreement 50%
6-7 years from date of agreement 60%
7-8 years from date of agreement 70%
8-9 years from date of agreement 80%
9-10 years from date of agreement 90%
More than 10 yrs from date of agreement 100%
Termination following "Merger" 100%
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"Merger", as used in the above vesting schedule means (a) a merger
or consolidation to which Printpack is a party and of which
Printpack is not the surviving corporation or (b) the acquisition
of all or substantially all of Printpack's assets or a majority of
Printpack's outstanding voting stock by a corporation, person, or
entity (which is not a stockholder of Printpack on the date of
this Agreement) in a single transaction or a series of related
transactions. Acquisition of stock by an executor or trustee or
descendant of X. Xxxxxxx Love, Jr. or Gay M. Love shall not be
included within the definition of Merger.
If Printpack terminates Employee's employment for any reason other
than Employee's activity or conduct which is harmful to
Printpack's best interests, then, rather than accept reduced
benefits according to the above vesting schedule, Employee or
Employee's subsequent employer, has the option of purchasing
Printpack's mechanism it is using to fund the Plan. the selling
price of such funding mechanism shall be equal to Printpack's
total after tax investment in the funding mechanism, including its
cost of funds at twelve percent (12%) annually, or the
interpolated terminal reserve of any life insurance policies
purchased in connection with funding the Plan, whichever is
greater. If this option is exercised and Printpack sells the
funding mechanism, then Printpack shall be relieved of all
obligations to Employee under this Agreement.
13. BENEFITS. No benefits payable under this Agreement shall be
deemed salary or other compensation to Employee for the purpose of
computing benefits to which he may be entitled under any group life
insurance, long-
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term disability insurance, profit-sharing or pension plan or
other arrangement of Printpack for the benefit of its employees. To
the extent required by law at the time payment of benefits is made,
Printpack shall withhold any taxes required to be withheld by the
federal or any state or local government from payments to be made
under this Agreement. Employee has been advised to consult his tax
adviser concerning the estate tax consequences of the payments
provided for herein, and Printpack makes no representations or
warranties concerning such consequences.
14. BINDING EFFECT. This Agreement shall be binding upon, and
inure to the benefit of, Printpack and its successors and assigns,
and Employee and his heirs, executors, administrators,
beneficiaries, and legal representatives.
15. CONSTRUCTION. Printpack shall have full power and authority
to interpret, construe and administer this Agreement. Printpack's
interpretations and construction of this Agreement, and actions
under this Agreement, shall be binding and conclusive on all persons
for all purposes. No officer, employee or director of Printpack
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 such person's own willful
misconduct.
15. OFFSET. If at the time payments or installments of payments are due
under this Agreement, Employee or Employees spouse or children is
indebted or obligated to Printpack, then remaining payments to
Employee or Employee's spouse or children may at Printpack's
discretion be reduced by the amount of such indebtedness or
obligation; provided, however, that Printpack's election not to
reduce any such payments shall not constitute a waiver of its claim
for any such indebtedness or obligation.
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17. NO ASSIGNMENT. The rights of the Employee (or any other
persons) to the payment of benefits under this Agreement shall not
be assigned, transferred, pledged or encumbered except by will or by
the laws of descent and distribution.
18. EMPLOYEE COOPERATION. Employee will cooperate with Printpack
by furnishing any and all information requested by Printpack, taking
such physical examinations as Printpack may deem necessary and
taking such other actions as Printpack may request. If Employee
refuses to cooperate in this regard, Printpack shall have no further
obligation to Employee under this Agreement. In the event of
Employee's suicide during the first two years of this Agreement or
if Employee makes any material misstatement of information or
nondisclosure of medical history, then and in that event, at
Printpack's sole discretion no benefits shall be payable to Employee
or to Employee's spouse or children under this Agreement.
19. GOVERNING LAW. This Agreement shall be construed in
accordance with, and governed pursuant to the law of, the State of
Georgia.
20. CHANGES IN INCOME TAX LAW. At the time this plan and
Agreement were adopted, several changes to the United States Federal
Tax Code had been proposed. Such changes, if ultimately made law,
could have a significant adverse impact on the method Printpack
intends to use to fund its future payments to Employee and/or his
family. Printpack reserves the right to modify or revoke this
Agreement if, in its sole discretion, changes in the law made prior
to January 1, 1988, significantly and adversely affect Printpack's
cost of funding this Agreement.
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IN WITNESS WHEREOF, Printpack has caused this Agreement to be executed by
its duly authorized officer and Employee has set his hand and seal as of this
4th day of April, 1986.
PRINTPACK, INC.
By: /s/ X. Xxxxxxx Love, Jr.
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Title: President
/s/ Xxxxxx X. Love
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Employee
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FAMILY SECURITY AGREEMENT
SCHEDULE A
EMPLOYEE: (Name) Xxxxxx X. Love
(Address) 00 Xxxxxxxxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
FAMILY MEMBERS:
Spouse: Name: Xxxxx Xxxx Love Age 35 (2/21/57)
Address: 00 Xxxxxxxxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Children: Name: Xxxxxxxxx Xxxx Love Age 8 (11/25/84)
Name: Xxxxxx X. Love, Jr. Age 5 (1/8/87)
Name: Xxxxxx Xxxx Age 4 (1/18/88)
Approved as of January 4, 1993
By: PRINTPACK, INC.
By: /s/ R. Xxxxxxx Xxxxxxx
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Title: VP-Finance
By: /s/ Xxxxxx X. Love
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Employee
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