EXHIBIT 10.(A)C(II)
XXXXXX CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT
THIS AGREEMENT made as of 1 December 1997, between Xxxxxx Corporation,
a Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxxxxx (the
"Executive").
W I T N E S S E T H:
1. Participation. The Executive has been designated as a participant
in the Xxxxxx Corporation Executive Severance Benefit Plan (the "Plan") by the
Compensation Committee of the Board of Directors of the Company.
2. Plan Benefits. The Executive agrees to be bound by the provisions of
the Plan, including those provisions which relate to his eligibility to receive
benefits and to the conditions affecting the form, manner, time and terms of
benefit payments under the Plan, as applicable. The Executive understands and
acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan
in order to eliminate any "excess parachute payments" as defined under Section
4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect
to receive his Plan benefits in installment payments, as provided under Section
9 of the Plan, by signing the statement included on page three of this
Agreement. The Executive may make an election to receive installment payments,
or may revoke any such election, at any time prior to the date which is ten days
prior to the date on which a Change in Control is deemed to have occurred;
provided that any election subsequent to the execution of this Agreement or any
revocation shall be in writing and shall be subject to the approval of the
Compensation Committee.
3. Federal and State Laws. The Executive shall comply with all federal
and state laws which may be applicable to his participation in this Plan,
including without limitation, his entitlement to, or receipt of, any benefits
under the Plan. If the Executive is subject to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 as amended and in effect at the time of
any Plan benefit payment, he shall comply with the provisions of Section 16(b),
including any applicable exemptions thereto, whether or not such provisions and
exemptions apply to all or any portion of his Plan benefit payments.
4. Amendment and Termination. The Board of Directors may amend,
modify, suspend or terminate the Plan or this Agreement at any time, subject to
the following:
(a) without the consent of the Executive, no such amendment,
modification, suspension or termination shall reduce or
diminish his right to receive any payment or benefit then
due and payable under the Plan immediately prior to such
amendment, modification, suspension or termination; and
(b) in the event of a Change in Control pursuant to Section 5
of the Plan, no such amendment, modification, suspension
or termination of benefits, and eligibility therefor, will
be effective prior to the expiration of the 48-
consecutive-month period following the date of the Change
in Control.
5. Beneficiary. The Executive hereby designates his primary
beneficiary as Xxxxxx X. Xxxxxxxxxx, who will receive any unpaid benefit
payments in the event of the Executive's death prior to full receipt thereof.
In the event that the primary beneficiary predeceases the Executive, his
unpaid benefits shall be paid to Xxxxxx X. Xxxxxxxxxx as secondary beneficiary.
If more than one primary or secondary beneficiary has been indicated, each
primary beneficiary or, if none survives, each secondary beneficiary will
receive an equal share of the unpaid benefits unless the Executive indicates
specific percentages next to the beneficiaries' names. Except as required by
applicable law, the Executive's beneficiary or beneficiaries shall not be
entitled to any medical, life or other insurance-type welfare benefits.
6. Arbitration. The Executive agrees to be bound by any determination
rendered by arbitrators pursuant to Section 11 of the Plan.
7. Employment Rights. The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment of
the Company or to give the Executive any benefits not specifically provided by
the Plan.
IN WITNESS WHEREOF, Xxxxxx Corporation has caused this Agreement to
be executed and the Executive has executed this Agreement, both as of the day
and year first above written.
XXXXXX CORPORATION
\s\ Xxxxx X. Xxxxxxxxxx By:\s\ F. L. English
----------------------------- ------------------------------
Xxxxx X. Xxxxxxxxxx F. L. English
Group President Chairman, President and
Antenna Systems Chief Executive Officer
ELECTION OF INSTALLMENTS
I hereby elect to receive my Plan benefits in installment payments
pursuant to the terms of Section 9 of the Plan.
\s\ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxxx
