XXXXXX CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT
THIS AGREEMENT made as of 1 January 1999, between Xxxxxx Corporation,
a Delaware corporation (the "Company"), and Xxxx X. XxXxxx (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 therefore, 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(ies) as Xxxxxxxx X. XxXxxx, 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(ies) predeceases the Executive, his
unpaid benefits shall be paid to Xxxxxxxxx Xxxxx Xxxxx as secondary
beneficiary(ies). 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/ Xxxx X. XxXxxx By: /s/ F.L. English
__________________________ ______________________
Xxxx X.XxXxxx F. L. English
Group President Chairman, President and
HELIAX7 Cables and Accessories 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/ Xxxx X. XxXxxx
_________________________________________
Xxxx X. XxXxxx
