Exhibit 10.2
DEATH BENEFIT ONLY AGREEMENT
Effective April 1, 2000
DEATH BENEFIT ONLY AGREEMENT
THIS DEATH BENEFIT ONLY AGREEMENT (the "Agreement"), made and entered into
effective on or as of the 1st day of April, 2000, by and between Xxxxx-Illinois,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware, U.S.A., and having its corporate headquarters in the State of Ohio,
U.S.A. (hereinafter, together with its successors and assigns, referred to as
"Xxxxx-Illinois"), acting on behalf of itself and any other corporation (or
other business entity) 50 percent or more of the voting stock (or other
ownership interest) of which is owned, directly or indirectly, by Xxxxx-Illinois
and which now or hereafter employs the person identified below as the Executive
(hereinafter, together with its successors and assigns, referred to as the
"Employer"), and
Name:
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(hereinafter referred to as the "Executive").
WHEREAS, the Employer desires to provide a death benefit on behalf of
certain of its non-U.S. employees whose jobs are at or above the level of
divisional vice president (or equivalent, as determined by Xxxxx-Illinois) and
who are designated as eligible by the Chief Executive Officer of Xxxxx-Illinois;
WHEREAS, the Executive has been in the employ of the Employer and has now
and in the past faithfully served the Employer and has been designated as
eligible for a death benefit to be provided by the Employer; and
WHEREAS, it is the desire of the Employer to make this death benefit
payable, in the event of the Executive's death while this Agreement is in
effect,to the person or persons or entity or entities (the "Beneficiary")
designated by the Executive on the Beneficiary Designation Form (in
substantially the form attached as Schedule A hereto) in effect at the date of
the Executive's death.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I - BENEFITS
The benefits provided by the Employer to the Executive under this Agreement
are in the nature of a fringe benefit and shall in no event be construed to
affect or limit the Executive's current or prospective salary increases, cash
bonuses, or other benefits, as applicable. The taxable nature of the benefits
shall be the responsibility of the Executive's Beneficiary.
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Should the Executive die while this Agreement is in effect, the Executive's
Employer shall pay the Executive's Beneficiary the sum of US$200,000. Such
benefit shall be paid in a single lump sum as soon as practicable after Xxxxx-
Illinois receives written notice, in a form and manner acceptable to Xxxxx-
Illinois, of the Executive's death. In the event the Executive has not
designated a Beneficiary, or if the Executive's designated Beneficiary shall
have predeceased the Executive, the benefit under this Agreement shall be paid
to the Executive's estate. The Beneficiary shall be designated on a Beneficiary
Designation Form in substantially the form of Schedule A to this Agreement. The
Executive may at any time and from time to time while this Agreement is in
effect change his or her Beneficiary by executing and delivering to Xxxxx-
Illinois a new Beneficiary Designation Form.
If the Executive's Employer on the date of the Executive's death fails to
pay the full amount of such benefit to the Executive's Beneficiary when due,
Xxxxx-Illinois shall pay the unpaid amount thereof to such Beneficiary as soon
as practicable after receiving written notice, in a form and manner acceptable
to Xxxxx-Illinois, of such failure. Except to the extent otherwise provided in
the immediately preceding sentence, neither Xxxxx-Illinois nor any corporation
(or other business entity) controlling, controlled by, or under common control
with Xxxxx-Illinois (other than the Executive's Employer on the date of the
Executive's death) promises or guarantees the performance of the Executive's
Employer under this Agreement.
ARTICLE II - FUNDING RESTRICTIONS
The Executive, his Beneficiary, and any successor in interest to them,
shall be and remain, with respect to the obligations under this Agreement, a
general creditor of the Employer in the same manner as any other general
creditor of the Employer. Xxxxx-Illinois, on behalf of itself and each Employer,
reserves the absolute right, in its sole discretion, through the purchase of
life insurance on the life of the Executive or otherwise, to secure to the
Employer a source for the payment of the Employer's obligations hereunder and to
determine the extent, nature, and method thereof from time to time, including
the right to discontinue the same at any time. Should Xxxxx-Illinois elect to do
so, in whole or in part, through the purchase of life insurance or any other
funding medium, only Xxxxx-Illinois and/or the Employer shall have any right or
interest in any such life insurance or other funding medium, and neither the
Executive nor his or her Beneficiary shall have any right or interest therein or
recourse thereto.
ARTICLE III - TERM OF AGREEMENT
This Agreement shall, upon its execution by the parties, become effective
as of April 1, 2000, and shall remain in effect for so long as the Executive
remains in the employ of the Employer. This Agreement shall continue in effect
after the Executive's termination of employment with the Employer only if such
termination occurs by reason of the Executive's total and permanent disability
or retirement, as determined by Xxxxx-Illinois with reference to any disability
benefit plan, retirement plan, and/or law applicable to the Executive in his or
her country of residence and/or employment.
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ARTICLE IV - ERISA PROVISIONS
To the extent this Agreement is deemed to constitute or comprise a part of
an "employee welfare benefit plan" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), the provisions of this
Article IV shall apply.
A. Named Fiduciary and Administrator. The named fiduciary and
administrator of such plan shall be Xxxxx-Illinois. As named fiduciary and
administrator, Xxxxx-Illinois shall be responsible for the management, control
and administration of the plan in accordance with the provisions of this
Agreement. Xxxxx-Illinois may delegate to others certain responsibilities
hereunder, including the employment of advisors and the delegation of
ministerial duties to qualified individuals.
B. Claims Procedure.
If benefits under this Agreement are not paid to the Executive's
Beneficiary and such claimants feel they are entitled to receive such benefits,
then a written claim must be made to the administrator named above within 60
days from the date payment is refused. The administrator shall review the
written claim and if the claim is denied, in whole or in part, shall provide in
writing within 90 days of receipt of such claim the specific reasons for such
denial, reference to the provisions of this Agreement upon which the denial is
based, and any additional material or information necessary to perfect the
claim. Such written notice shall further indicate the additional steps to be
taken by claimants if a further review of the claim denial is desired. A claim
shall be deemed denied if the administrator fails to take any action within the
aforesaid 90 day period.
If the claimants desire a second review, they shall notify the named
fiduciary in writing within 60 days of the first claim denial. Claimants may
review the Agreement or any documents relating thereto and submit any written
issues and comments they may feel appropriate. In its sole discretion, the named
fiduciary shall then review the second claim and provide a written decision
within 60 days of receipt of such claim. This decision shall likewise state the
specific reasons for the decision and shall include reference to specific
provisions of the Agreement upon which the decision is based.
The parties hereto agree that they and their heirs, personal
representatives, successors, and assigns shall be bound by the decision of the
named fiduciary with respect to any claim properly submitted to it for
determination.
ARTICLE V - MISCELLANEOUS
A. Alienability and Assignment Prohibition. Neither the Executive, his
spouse, nor any other Beneficiary hereunder shall have any power or right to
transfer assign, anticipate, hypothecate, mortgage, commute, modify, or
otherwise encumber in advance any of the benefits payable hereunder, nor shall
any of said benefits be subject to seizure for the payment of any debts,
judgments, alimony, or separate maintenance owed by the Executive or his or her
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Beneficiary, nor be transferable by operation of law in the event of bankruptcy
or insolvency or otherwise. In the event the Executive or any Beneficiary
attempts assignment, commutation, hypothecation, transfer, or disposal of the
benefits hereunder, the Employer's liabilities hereunder shall forthwith cease
and terminate.
B. Gender and Headings. Whenever in this Agreement words are used in the
masculine or neuter gender, they shall be read and construed as in the
masculine, feminine, or neuter gender, whenever they should so apply. Headings
and subheadings in this Agreement are inserted for reference and convenience
only and shall not be deemed a part of the Agreement.
C. Effect on Other Employer Benefit Agreements. Nothing contained in this
Agreement shall affect the right of the Executive to participate in or be
covered under any qualified or non-qualified pension, profit sharing, group life
insurance, bonus, or other supplemental compensation or fringe benefit plan or
arrangement constituting a part of the Employer's existing or future
compensation and benefits structure.
D. Amendment and Termination. This Agreement may be amended or terminated
at any time or times, in whole or in part, by the mutual written consent of the
Executive and the Employer. Xxxxx-Illinois may amend this Agreement unilaterally
at any time or times, so long as no such unilateral amendment has the effect of
revoking or decreasing the amount of the death benefit payable hereunder.
E. Applicable Law. The validity and interpretation of this Agreement
shall be governed by the laws of the State of Ohio, U.S.A..
IN WITNESS WHEREOF, the Executive and the Employer, by their signatures
below, hereby acknowledge their agreement to the terms and provisions contained
herein, and that, upon execution, each has received a signed copy.
EXECUTIVE XXXXX-ILLINOIS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
Date: Date: March 16, 2000
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