AMENDED RETIREMENT BENEFITS PACKAGE AGREEMENT
AMENDED RETIREMENT BENEFITS PACKAGE AGREEMENT
This Amended Retirement Benefits Package Agreement (the “Agreement”) made and entered into on January 30, 2012 (the “Effective Date”) by and between Xxxx Stores, Inc. (“Company”) and Xxxxxx X. Xxxxxx, an individual (“Xxxxxx”), amends the Amended and Restated Retirement Benefit Package Agreement entered into by the Company and Xxxxxx effective as of January 6, 2010 (the “Prior Agreement”) as follows:
| 1. | Paragraph 1.1(a) of the Prior Agreement is deleted in its entirety and replaced with the following new Paragraph 1.1(a): | |
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1.1(a) Benefit Plans. Until the death of both Xxxxxx and his spouse, (1) Xxxxxx and his “Immediate Family” (defined as Ferber, Xxxxxx’x spouse and Xxxxxx’x children under the age of twenty one and children twenty one or older if living at home or at college; provided, that, if applicable federal or state laws mandate the coverage of Xxxxxx’x children for a longer period or under additional circumstances than are described herein, such definition shall be automatically deemed amended to comply with such applicable laws), shall be entitled to continue to participate (at no cost to them) in the following Ross employee benefit plans, in effect on the date hereof, in which Xxxxxx now participates: executive medical, dental, vision and mental health insurance; health advisory services; group life insurance; accidental death and dismemberment insurance; business travel insurance; group excess personal liability; and matching of Xxxxxx’x 401(k); and (2) subject to the last sentence of this Section 1.1(a), Ross shall not make any changes in such plans or arrangements that would adversely affect Xxxxxx’x rights or benefits thereunder, unless change occurs pursuant to a program applicable to all senior executives of Ross, including Ross’ Chief Executive Officer, and does not result in a proportionately greater reduction in the rights of, and benefits to, Xxxxxx as compared with any other senior executive of Ross. Xxxxxx shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by Ross in the future to its executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Notwithstanding the foregoing, the medical, dental and vision benefits provided under this Section 1.1(a) shall be provided at a minimum level of coverage equal to the greater of (i) the level of coverage provided to Xxxxxx in 2012 (which coverage shall include, without limitation, the benefits set forth on Part II of the attached amended Exhibit A) or (ii) the level of coverage provided to Ross’ Chief Executive Officer during the year such coverage is provided. | ||
| 2. | Paragraph 1.4 of the Prior Agreement is deleted in its entirety and replaced with the following new Paragraph 1.4: | |
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1.4 Annual Payments. Upon termination of the Consultancy Agreement upon the Termination Date (as defined in the Consultancy Agreement), or for any reason other than Xxxxxx’x death prior to the Termination Date, Ross shall pay Xxxxxx annually the amount of $75,000 for a period of ten (10) years with the first such payment to be made in the year in which the Consultancy Agreement so terminates, and each annual payment is to be made on the earlier of (a) June 1st (or if June 1st is not a business day, the immediately following business day) if such termination occurs on the Termination Date, or (b) ten (10) days after the termination of the Consultancy Agreement (or if the 10th day is not a business day, the immediately following business day) if such termination occurs prior to the Termination Date for any reason other than Xxxxxx’x death, of each year during year during this ten-year period. | ||
| 3. | Except as so amended, the Prior Agreement remains in full force and effect. | |
IN WITNESS WHEREOF, the parties have executed this Agreement on the first date first above written.
Company:
XXXX STORES, INC.
| By: | |||
| Xxxxxx X. Xxxxx | Xxxxxx X. Xxxxxx | ||
| Chairman, Compensation | |||
| Committee |
EXHIBIT A TO AMENDED AND RESTATED RETIREMENT BENEFIT PACKAGE AGREEMENT
| Annual Total | Gross-Up | |||||||||
| Cost | (43.815%) | Ross Cost | ||||||||
| Part 1 | ||||||||||
| Executive Medical - Family Coverage | $ | 49,224.36 | $ | 49,224.36 | ||||||
| Executive Dental - Family Coverage | $ | 5,563.92 | $ | 5,563.92 | ||||||
| Executive Vision - Family Coverage | $ | 2,499.00 | $ | 2,499.00 | ||||||
| 2011 401k Match on max comp (4% of $245k) | $ | 9,800.00 | $ | 9,800.00 | ||||||
| Group Life Insurance ($1m) | $ | 2,112.00 | $ | 1,647.01 | $ | 3,759.01 | ||||
| Group Acc Death & Dis Insurance ($1m) | $ | 276.00 | $ | 215.23 | $ | 491.23 | ||||
| Life Insurance - $2m Policy | $ | 8,150.00 | $ | 6,355.65 | $ | 14,505.65 | ||||
| Estate/Tax Planning Reimbursement (up to $20k) | $ | 20,000.00 | $ | 15,596.69 | $ | 35,596.69 | ||||
| Health Advisory Service | $ | 13,500.00 | $ | 10,527.77 | $ | 24,027.77 | ||||
| Total | $ | 111,125 | $ | 34,342 | $ | 145,468 | ||||
Part 2 |
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Executive
Medical Executive
Dental Executive
Vision |
