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Exhibit (10)(w)
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
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THIS AGREEMENT entered into as of the 31st day of March, 1999, by and
between Cold Metal Products, Inc. (the "Company") and R. Xxxxxxx Xxxxxxxx (the
"Executive"), recites as a preamble the following:
I. The Executive has served as Chairman and director of the Company
from its inception; and
II. Each party desires that the Company make suitable provisions for
the retirement income of the Executive.
NOW, THEREFORE, in view of the premises and in consideration of the
agreements and mutual covenants herein contained, the parties hereto agree as
follows:
1. Supplemental Retirement Benefit.
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The Company shall pay to the Executive, beginning after his retirement
date, a supplemental retirement benefit as provided herein. For purposes of this
Agreement, the Executive's "retirement date" means March 31, 1999.
2. Form of Supplemental Retirement Benefit.
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The supplemental retirement benefit payable hereunder shall be a
monthly benefit payable to the Executive over a period of fifteen (15) years.
The first monthly payment shall be made as of May 15, 1999, and the last monthly
payment shall be made as of the 180th month thereafter or, if earlier, the month
in which the Executive dies.
3. Amount of Supplemental Retirement Benefit.
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The monthly amount of the supplemental retirement benefit shall be the
amount payable under a hypothetical variable annuity having the following
characteristics:
(a) Front-end design with initial, one-time premium of $500,000;
(b) payments over a fixed 15-year term, commencing immediately; and
(c) investment in a balanced fund.
It is anticipated that the first monthly payment will be approximately $3,900,
and that subsequent monthly payments will vary with market conditions.
4. Death Benefit.
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If the Executive shall die at any time during the 15 year period
referred to in paragraph 2, the Company shall pay a death benefit to his
surviving spouse, if any, equal to the amount that would be payable to a
surviving spouse as a death benefit under the hypothetical annuity described in
paragraph 3. If there is no surviving spouse, the Company shall pay the amount
referred to in the preceding sentence to the estate of the Executive.
5. Payment of Supplemental Retirement Benefit.
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The supplemental retirement benefit and the death benefit payable under
this Agreement shall not be prefunded; but the same shall be payable by the
Company out of its general assets as and when they become due as provided
herein. If the Company chooses to set aside funds to help meet its obligations
hereunder, the Executive's interest in his benefits under this Agreement, and
the interest of his surviving spouse and estate, shall nevertheless not be
greater than that of an
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unsecured creditor of the Company. Nothing contained in this Agreement or
relating thereto shall constitute a guarantee by the Company or any other person
that the assets of the Company will be sufficient to pay any benefit hereunder.
6. Miscellaneous.
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(a) This Agreement shall continue in full force and effect until all
monthly payments payable under paragraph 2 and/or paragraph 4, as the case may
be, have been paid.
(b) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York.
(c) The titles to paragraphs of this Agreement are for convenience of
reference and in case of any conflict the text of the Agreement, rather than
such titles, shall control.
(d) Any notice of other communication required or permitted hereunder
shall be in writing and shall be effectively given if sent by registered mail,
postage prepaid, addressed:
(i) if to the Executive, to: R. Xxxxxxx Xxxxxxxx
00 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(ii) if to the Company, to: Cold Metal Products, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
ATTENTION: President
or to such other address or addresses as may be notified by either party to the
other pursuant to the foregoing provisions, and any such notice or communication
sent by mail as aforesaid shall be deemed to have been given two (2) business
days after the date of mailing, except any notice of change of address which
shall be effective only upon receipt.
(e) This Agreement constitutes the entire Agreement between the Company
and the Executive with respect to the matters covered herein and no other
agreements nor representations have been made in respect thereto. Subject to the
foregoing, this Agreement shall inure to the benefit of and be binding upon the
Executive, his surviving spouse and their respective heirs and personal
representatives, and on the Company, its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COLD METAL PRODUCTS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Chairman
/s/ R. Xxxxxxx Xxxxxxxx
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R. Xxxxxxx Xxxxxxxx
