Exhibit 10.5
The Registrant has entered into the attached Agreement with each
of the following executive officers of the Registrant:
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
AGREEMENT
THIS AGREEMENT made this 1st day of April, between XXXXXX CO.,
INC., a Wisconsin Corporation, hereinafter called the "Company", and
_________________________, an officer of the corporation hereinafter
called "Employee."
W I T N E S S E T H T H A T :
WHEREAS, the Company desires to assure itself of the continuing
availability of Employee, and
WHEREAS, the Company desires to provide adequate security to the
Employee, and
WHEREAS, the Employee desires to maintain his relationship with the
Company to their mutual advantage, and
WHEREAS, the Employee desires to be afforded retirement, disability
and severance benefits,
NOW THEREFORE, in consideration of the mutual promises of the parties
hereto, it is hereby AGREED:
1. Other Benefits Affecting the Employee.
1.1 Any amount required to be paid hereunder (except amounts payable
under 10.1, and 10.2 hereof) shall be reduced by any benefit paid the
Employee or his beneficiary pursuant to the provisions of the XXXXXX CO.
SALARIED EMPLOYEES RETIREMENT PLAN.
2. Definitions.
2.1 Whenever used in the Contract, the following terms shall have
the respective meanings set forth below unless otherwise expressly
provided herein:
(a) The term "Company" means XXXXXX CO., INC., or any successor
thereto.
(b) The term "Service" means the last continuous period of
employment of the Employee with the Company prior to his
retirement date, determined in accordance with reasonable
standards and policies adopted by the Company.
(c) The term "Compensation" means the total annual base salary
of the Employee, plus overtime pay, plus the following:
payments received after January 1, 1988 from Xxxxxx Co.,
Inc.: bonuses, incentive compensation or special
compensation of any kind, the total of which shall not
exceed twenty percent (20%) of annual base salary.
(d) The term "Average Compensation" means the monthly average
of the Employee's "Compensation" for the period of the five
(5) years of highest compensation of the ten (10) years
next preceding his retirement date; provided further, that
if the Employee receives compensation for a part of a
calendar year, such compensation shall be projected to an
annual basis.
(e) The term "Disability" means incapacity, which in the
opinion of the Board of Directors of the Company prevents
the Employee from engaging in his usual employment activity
with the Company.
3. Consultation.
3.1 Undertaking by Employee. The Employee agrees that during the
term of this agreement and after any retirement from active employment, he
will remain available to the Company for consultation upon such reasonable
terms as to notice, time, place, fee and duration of consultation as the
Company may direct and will render such consultative services at the times
and in the place requested by the Company.
3.2 Expenses of Employee. The Company agrees that it will reimburse
the employee for all reasonable expenses incurred in rendering any such
consultative service to the Company.
4. Retirement Ages and Dates.
4.1 Normal. The normal retirement age shall be age 65 and the
normal retirement date shall be the first day of the calendar month
coincident with or next succeeding the date on which the Employee actually
retires following his 65th birthday. Upon such retirement, the Employee
will receive the benefit calculated at Section 5.1.
4.2 Early Retirement. An Employee who has reached age 55 and
accumulated at least 10 years of service may retire and receive a benefit
calculated in Section 5.2. The early retirement date shall be the first
day of the calendar month coincident with or next succeeding the date the
Employee actually retires under this paragraph.
4.3. Disability. In the event that the Board of Directors determines
that the Employee is disabled as herein defined, the Employee shall be
entitled to a disability retirement benefit as calculated pursuant to
Section 5.3, and the disability retirement date of the Employee shall be
the first day of the calendar month coincident with or next succeeding the
date the Employee ceased to receive long term disability payments under
Paragraph 10.3 or reaches normal retirement age, whichever is earlier.
5. Benefits.
5.1 Normal. If the Employee retires after attaining his normal
retirement age, he shall be entitled to a monthly normal retirement
benefit in an amount equal to 52-1/2% of his "Average Compensation,"
multiplied by a fraction, the numerator of which shall be his length of
"Service" in years (but no more than 35) and the denominator of which
shall be 35.
5.2 Early. If the Employee retires pursuant to paragraph 4.2 before
attaining his normal retirement age, he shall be entitled to an early
retirement benefit computed as if it were a normal retirement benefit but
based upon his "Service" and "Average Compensation" as of his early
retirement date; such benefit to be reduced as of the date the first early
retirement benefit payment commences to the actuarial equivalent of the
amount payable at age 65, but by not more than 5/10 of one percent (1%)
for each month by which such Employee's first early retirement benefit
payment precedes the first of the month following his normal retirement
age. Effective for Early Retirements on or after 8/l/88, an employee
attaining age 60 with 30 or more years of Service shall not be subject to
the benefit reduction provided herein.
5.3 Disability. If the Employee suffers a disability as herein
defined, he shall be entitled to a deferred disability retirement benefit
payable upon the termination of his long term disability payments
described in paragraph 10.3, of the same amount as his normal retirement
benefit based on his years of "Service" had he become disabled at his
normal retirement age and on his "Average Compensation" to the date of his
disability.
6. Commencement and Duration of Benefits.
6.1 Commencement and Duration.
(a) Retirement benefits shall be paid monthly.
(b) A normal retirement benefit shall begin as of the normal
retirement date of the eligible Employee. The payments
shall be made monthly thereafter as of the first day of
each succeeding month during the lifetime of the retired
Employee or until he is re-employed by the Company.
(c) An early retirement benefit shall begin as of the early
retirement date of the eligible Employee, except that such
retired Employee may elect to have his early retirement
benefit begin as of the first day of any month following
his retirement, but not later than the first day of the
month following his 65th birthday. The payments shall be
made monthly thereafter as of the first day of each
succeeding month during the lifetime of the retired
Employee, or until he is re-employed by the company.
6.2 Re-employment by the Company.
(a) If a retired Employee receiving a normal retirement benefit
shall be re-employed by the Company, no further payments
shall be made during the period of such employment. Upon
his subsequent retirement, his retirement benefit shall
again commence on his subsequent retirement date in the
same amount as he was receiving prior to such
re-employment.
(b) If a retired Employee receiving an early retirement benefit
shall be re-employed by the Company prior to his normal
retirement age, no further payments shall be made during
the period of such employment. Upon his subsequent
retirement, his retirement benefit shall be calculated as
if the Employee were then first retired, based upon his
"Service" at the time of his prior retirement plus the
"Service" earned following the date of re-employment and
his "Average Compensation" at the time of his subsequent
retirement.
(c) If a retired Employee receiving an early retirement benefit
shall be re-employed by the Company after his normal
retirement age, no further payments shall be made during
the period of such employment. Upon his subsequent
retirement his retirement benefit shall again commence on
his subsequent retirement in the same amount as he was
receiving prior to such re-employment.
(d) If an Employee receiving a disability retirement benefit
shall be re-employed by the Company upon the cessation of
such disability, then upon the subsequent termination of
his employment with the Company, his eligibility for a
retirement benefit hereunder and such benefit shall be
determined and calculated as if his employment were then
first terminated or he had then first retired, based upon
his "Service" at the time of his prior disability plus the
"Service" earned following the date of re-employment and
his "Average Compensation" at the time of his subsequent
termination of employment or retirement.
6.3 Options. If the Employee is entitled to an early or normal
retirement benefit, he may at any time during his active employment elect
either joint and survivor or ten (10) year certain options or among any
other settlement options then provided Employees of XXXXXX CO., INC. under
the then provisions of the Ladish Co. Salaried Employees Retirement Plan;
such benefit shall not be effective until actual retirement.
6.4 Payment to Legal Representative. In the event of a conservator,
guardian, or other legal representative of the estate of any retired
Employee shall be appointed by a court of competent jurisdiction,
retirement payments may be made to such conservator, guardian or other
legal representative, provided that proper proof of appointment and
continuing qualification is furnished. Any such payment shall be a
payment for the account of the retired Employee and shall be a complete
discharge of any liability of the Company hereunder.
6.5 Incompetency. In the event that it shall be considered by the
company that a retirement benefit is payable but that the Employee is
unable to care for his affairs because of illness or accident, any payment
due (unless a prior claim therefor shall have been made by a duly
qualified guardian or other legal representative) may, in the discretion
of the Company be paid to the spouse, parent, child, brother or sister of
the Employee or to any other person or institution deemed by the Company
to be maintaining or responsible for the maintenance of Employee; or in
any such instances, then in the discretion of the Company, payment may be
made by depositing the same in a responsible bank in Wisconsin in the name
of the Employee. Any such payment shall be a payment for the account of
the Employee and shall be a complete discharge of any liability of the
Company therefore.
7. Non-Alienation of Benefits.
7.1 Non-Alienation. No benefit payable at any time hereunder shall
be subject in any manner to alienation, sale, transfer, assignment, pledge
or encumbrance of any kind. Any attempt to alienate, sell, transfer,
assign, pledge or otherwise encumber any such benefit, whether presently
or thereafter payable shall be void. No retirement benefit shall in any
manner be liable for or subject to the debts or liabilities of the
Employee or retired Employee entitled to any retirement benefit, or
subject to or reachable by garnishment, attachment, execution or other
legal process or proceeding by or on behalf of any judgment creditor or
other creditor of or claimant against the retired Employee to whom such
benefit is or may be payable. If the Employee or retired Employee shall
attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber
his benefits under the Plan, or any part thereof, or if by reason of his
bankruptcy or other event happening at any time, such benefits would
devolve upon anyone else or.would not be enjoyed by him, then the Company,
in its discretion, may suspend his interest in any such benefit and hold
or apply it to or for the benefit of the Employee, his spouse, children or
other dependents, or any of them, in such manner as the Company may deem
proper.
8. Vesting. The Employee will have vested rights under this
contract to a benefit at such time as he has accumulated ten (10) years of
service in the employment of the Company.
No provision of this contract shall interfere with the company's
right to terminate the Employee's services for any cause sufficient to it.
In the event of such termination, an Employee who has not become vested
under this provision shall have no rights pursuant to this contract
whatsoever.
9. Applicable Law.
9.1 Applicable Law. This contract shall be governed by the laws of
the State of Wisconsin and be binding upon and inure to the benefit of the
personal representatives of the Employee and the successors or assigns of
the Company. This contract is not subject to principal provisions of the
Employee Retirement Income Security Act of 1974 pursuant to statutory
exceptions from such Act.
10. Other Benefits. Application for Retirement.
10.1 Other Benefits. The company agrees to maintain in effect and at
Company expense:
(a) Group term life insurance coverage of $200,000 face amount
in effect until retirement and payable on death of the
employee to his designated beneficiary; and
(b) Group term life insurance of $100,000 face amount in effect
after retirement.
(c) Group hospital, surgical, major medical, dental and vision
care coverage for the Employee and his spouse, and the
survivor of them, in such form and manner as covers all
salaried employees of the Company.
10.2 Severance Pay. In addition to the other benefits provided in
this contract, the Employee is entitled to severance pay in the event his
employment with the Company is involuntarily terminated other than for
cause. Severance pay will be based upon one (1) month's base salary at
time of termination multiplied by years of service up to a maximum total
of twenty-four (24) months. At the employee's option, severance pay may
be paid in a lump sum or installments.
10.3 Long-Term Disability Benefit. Prior to the time that the
Employee receives a retirement benefit, the company will provide a
long-term disability benefit if he suffers a disability as herein defined.
The amount of the long-term disability benefit payment will be 66-2/3% of
base pay, less the sum of the following, but only for the period payments
under (a), (b) or (c) or any combination thereof, are being made
subsequent to the time the Employee is entitled to a disability benefit:
(a) Any Workers compensation payment (except fixed statutory
payments for the loss of any bodily member);
(b) Social Security disability benefits; and
(c) Any other disability benefit he may receive because of such
disability as a result of any other disability program
sponsored by the Company, to the extent that such benefits
have been provided for by premiums or other payments paid
by or at the expense of the Company.
If the disability ceases prior to his 65th birthday, long-term
disability benefit payments shall cease, and if he is not re-employed by
the Company upon such cessation, he shall be entitled to an early
retirement benefit beginning on the date disability ceases, computed as
provided in subsection 5.2 hereof upon."Average Compensation" and
"Service" on the date of the beginning of his disability.
In no event will long-term disability benefits extend beyond the
Employee's 65th birthday.
10.4 Application for Retirement. When the Employee becomes eligible
for a retirement benefit and wishes to retire, he shall apply for such
benefits by signing an application form furnished by the Company and shall
also furnish the Company with such documents, evidence, data, or
information in support of such application as the Company considers
necessary or desirable.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed the day and year first above written, and in the case of
XXXXXX CO., INC., the same has been signed and its corporate seal affixed
by authority of its Board of Directors.
XXXXXX CO., INC.
By ____________________________
President
(AFFIX CORPORATE SEAL)
Attest:
________________________________
Secretary
______________________________ ________________________________
Witness Employee
