Exhibit 10.26
-------------
December 9, 1996
Xx. Xxxxxx X. XxXxxxx
Re: Health Insurance
Dear Xxx:
This letter sets forth Fort Xxxxxx Corporation's (the "COMPANY") agreement to
continue, on the terms set forth below, your health insurance benefits
following your retirement from the Company.
Until the earlier of your sixty-fifth birthday (or if you die before your
sixty-fifth birthday, until your wife, Xxxx's ("XXX. XXXXXXX"), sixty-fifth
birthday) and the date on which you and Xxx. XxXxxxx are no longer eligible to
participate in the Company's Employees' Beneficiary Association Plan (the
"ASSOCIATION PLAN"), the Company will continue your and Xxx. XxXxxxx'x medical
and dental coverage under the Association Plan, subject to the terms and
conditions set forth in the Association Plan as in effect on October 1, 1996,
except that the Company agrees that, for purposes of determining the benefits
to which you and Xxx. XxXxxxx are entitled under the Association Plan, the
"lifetime maximum benefit" applicable to you and Xxx. XxXxxxx under the
Association Plan will be deemed to be $1,000,000. In that regard, any
benefits provided to you and Xxx. XxXxxxx in excess of the lifetime maximum
benefit permitted under the Association Plan will be provided on an after-tax
basis. The Company further agrees to reimburse you and Xxx. XxXxxxx, on an
after-tax basis, for (i) your and Xxx. XxXxxxx'x share of the premiums payable
for such coverage and (ii) any other out-of-pocket costs incurred by you and
Xxx. XxXxxxx in connection with such coverage (up to a maximum of $1,500 for
each of you and Xxx. XxXxxxx for any calendar year). Effective as of the
earlier of your sixty-fifth birthday (or Xxx. XxXxxxx'x sixty-fifth birthday,
if you die before your sixty-fifth birthday) and the date on which you and
Xxx. XxXxxxx are no longer eligible to participate in the Association Plan,
the Company will arrange for medical and dental coverage (the "ADDITIONAL
COVERAGE"), at the Company's expense, for you and Xxx. XxXxxxx. The
Additional Coverage will be made available until your and Xxx. XxXxxxx'x
death, and will provide a level of benefits, on an after-tax basis,
substantially equivalent to that provided to you and Xxx. XxXxxxx under the
Association Plan as in effect immediately prior to your or Xxx. XxXxxxx'x, as
the case may be, sixty-fifth birthday or, if earlier, the date on which you
and Xxx. XxXxxxx are no longer eligible to participate in the Association
Plan.
Xx. Xxxxxx X. XxXxxxx
December 9, 1996
Page 2
The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly assume and agree to
perform this agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Please acknowledge your agreement to the foregoing by signing the enclosed
copy of this letter and returning it to the undersigned.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President and
Chief Executive Officer
Accepted and Agreed:
/s/ Xxxxxx X. XxXxxxx
--------------------------
Xxxxxx X. XxXxxxx
December 9, 1996
