EXHIBIT 10.2
AMENDMENT OF
SUPPLEMENTAL PENSION BENEFIT AGREEMENT
THIS AMENDING AGREEMENT made as of the ___ day of
_____________, 2002 by and between XXXXX TELECOM INC., a Delaware Corporation,
("Xxxxx") having its principal executive offices at Beachwood, Ohio, and X.
XXXXXXXX XXXXX, of Xxxxxxxxxx, Xxxxxxx, Xxxxxx ("Xxxxx").
RECITALS
X. Xxxxx maintains a retirement plan for employees designated
as the Xxxxx Telecom Inc. Corporate Retirement Plan (the "Pension Plan"), which
is intended to meet the requirements of a "qualified plan" under the Internal
Revenue Code of 1986, as amended (the "Code"); and
X. Xxxxx and Xxxxx have previously entered into a Supplemental
Pension Benefit Agreement, dated as of December 6, 1983 (the "Pension
Agreement") as amended as of December 20, 1990, and as further amended by an
amendment thereto dated as of August 1st, 1997, which is intended to provide an
aggregate level of non-qualified and qualified pension benefits payable under
the Pension Plan, whether or not such Pension Plan benefits are limited in
amount by provisions of the Code affecting qualified plans only; and
C. It is considered in the best interests of Xxxxx and Xxxxx
to clarify certain provisions of the Pension Agreement.
NOW, THEREFORE, in consideration of the premises and of Xxxxx'
services and significant contributions to Xxxxx, the parties hereto agree as
follows:
I.
The second paragraph of Paragraph 3 of the Pension Agreement
is hereby amended in its entirety to read as follows:
"Xxxxx may elect to receive his remaining Supplemental Pension
Benefit in a single cash lump sum payment. If Xxxxx so elects, the
amount to be paid to him shall be equal to the actuarial present value
of all remaining Supplemental Pension Benefit payments, reduced by ten
percent (10%). The actuarial present value shall be calculated using
the interest rate and other actuarial assumptions of the Pension Plan
used to determine lump sum actuarial equivalents thereunder in effect
on the date of payment.
The remaining ten percent (10%) of the actuarial present value of all
remaining Supplemental Pension Benefit payments shall be forfeited."
II.
The second sentence of the third paragraph of Paragraph 3 of
the Pension Agreement is hereby amended in its entirety to read as follows:
"For purposes of determining the lump sum present value of the
Supplemental Pension Benefit, the actuarial and interest rate
assumptions of the Pension Plan used to determine lump sum actuarial
equivalents thereunder in effect on the date of payment shall be used."
Except as herein specifically amended the Pension Agreement is ratified and
confirmed.
This Amending Agreement and the Pension Agreement as
previously amended and restated shall be read, interpreted and construed as a
single agreement.
IN WITNESS WHEREOF, Xxxxx Telecom Inc. has caused this
Amending Agreement to be signed by its proper officer and Xxxxx has hereunto set
his hand this ___ day of ______________, 2002.
ATTEST XXXXX TELECOM INC.
By:
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Secretary Title:
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WITNESS: X. XXXXXXXX XXXXX
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