Exhibit 10.a
XXXXXX-XXXXXX COMPANY
EXECUTIVE INCOME CONTINUATION PLAN
The Board of Directors of Xxxxxx-Xxxxxx Company hereby establishes this
Executive Income Continuation Plan, effective as of June 1, 1998.
1. Definitions.
(a) Agreement. The Xxxxxx-Xxxxxx Company Executive Income Continuation
Agreement between the Company and a Participant.
(b) Beneficiary. A person or persons or other entity designated by the
Participant to receive the payment of the Participant's benefits under this
Plan. If there is no valid designation by the Participant, or if the designated
Beneficiary is not living or, if a trust, is not in existence at the time of the
Participant's death, then the Participant's Beneficiary is the Participant's
estate.
(c) Benefit Commencement Date. The date a Participant or a Beneficiary
begins to receive payment of the Plan Benefit.
(d) Benefit Percentage. The percentage of a Participant's Final
Compensation used to determine the benefit provided in accordance with the Plan.
(e) Board. The Board of Directors of the Company.
(f) Change of Control.
(i) The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act
of 1934) of 20% or more of either the then outstanding shares of common stock of
the Company or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors, but excluding for this purpose, any such acquisition by the Company
or any of its subsidiaries, or any employee benefit plan (or related trust) of
the Company or its subsidiaries, or any corporation with respect to which,
following such acquisition, more than 50% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by the individuals and entities who were the beneficial owners,
respectively, of the common stock and voting securities of the Company
immediately prior to such acquisition in substantially the same proportion as
their ownership, immediately prior to such acquisition, of the then outstanding
shares of common stock of the Company or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors, as the case may be; or
(ii) Individuals who, as of the date hereof,
constitute the Board (as of the date hereof the 'Incumbent
Board') cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the date hereof
whose election or nomination for election by the Company's shareholders was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Company
(within the scope of Rule 14a-11 of Regulation 14A promulgated under the
Securities Exchange Act of 1934); or
18
(iii) Approval by the shareholders of the Company of
a reorganization, merger or consolidation, in each
case, with respect to which the individuals and entities who were the respective
beneficial owners of the common stock and voting securities of the Company
immediately prior to such reorganization, merger or consolidation do not,
following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such reorganization, merger
or consolidation, or a complete liquidation or dissolution of the Company or of
its sale or other disposition of all or substantially all of the assets of the
Company.
(g) Company. Xxxxxx-Xxxxxx Company, a Virginia corporation.
(h) Code. The Code means the Internal Revenue Code of 1986, as
amended.
(i) Committee. The Compensation Committee of the Board.
(j) Compensation. For any completed fiscal year of the Company,(i) all
base salary attributable to the Participant and (ii) any bonuses awarded to the
Participant for the Participant's performance during such fiscal year,
regardless of whether such bonuses were actually paid in a subsequent fiscal
year (specifically excluding any bonuses paid to the Participant during such
fiscal year but attributable to the Participant's performance in another fiscal
year).
(k) Disability or Disabled.The terms Disability or Disabled shall have
the meanings assigned to them in the Company's Long Term Disability Plan as
amended from time to time.
(l) Due Cause. (i) The commission of a crime of moral turpitude
resulting in damage to the Company; (ii) the commission of a crime against the
property or person of another employee, or of the Company. The Board shall, in
its discretion, determine whether Due Cause exists.
(m) Early Retirement.A Participant's retirement at or after age 60 but
before age 65 or a Participant's retirement before age 60 as determined by the
Committee in its sole discretion. For Participants listed on Schedule B, Early
Retirement shall mean the separation from service before age 65.
(n) Effective Date. June 1, 1998.
(o) Eligible Employee. An officer of the Company having the rank of
Senior Vice-President of the Company, or higher, or the equivalent officer level
of an operating subsidiary.
(p) ERISA. The Employee Retirement Income Security Act of 1974, as
amended.
(q) Final Compensation. The highest amount of Compensation (as defined
herein) attributable to the Participant in any one of the three completed fiscal
years immediately preceding the first day of the month in which Participant's
Normal Retirement occurs or in which the Participant dies, becomes Disabled or
separates from employment before attaining age 65.
(r) Normal Retirement. A Participant's Retirement at or after age 65.
(s) Participant. An Eligible Employee who is participating in the Plan
in accordance with Section 3.
(t) Plan.The Xxxxxx-Xxxxxx Company Executive Income Continuation Plan.
19
(u) Plan Benefit. The benefit provided in accordance with the Plan.
(v) Plan Year. March 1 through the following February 28 or February
29 in leap years.
(w) Plan Entry Date. The first March 1 after the Eligible Employee
becomes eligible as a result of new employment or promotion, or, in the case of
an Eligible Employee who is listed on Schedule A attached to and incorporated
into this Plan, the date identified as the Eligible Employee's Plan Entry Date
on Schedule A.
(x) Prior Agreement. An Executive Supplemental Retirement Agreement
between the Company and an Eligible Employee executed before the Effective Date.
(y) Reduction Percentage. The percentage calculated according to
Section 4.
(z) Tier. Level of employment.
(aa) Years of Plan Service. Years of Service beginning after the
Eligible Employee's Plan Entry Date and during which the Eligible Employee is
employed at Tier III, II or I and is participating in the Plan.
(ab) Years of Service. The term "Years of Service" shall have the
meaning assigned to it in the Company's Employees' Profit Sharing and Retirement
Savings Plan as amended from time to time.
2. Purpose, Determination of Rights.
(a) Purpose. The purpose of the Plan is to provide supplemental
retirement income to a Participant. The Plan is intended to be (and shall be
construed and administered as) an "employee pension benefit plan" under the
provisions of ERISA which is unfunded and is maintained by the Company solely to
provide retirement income to a select group of management or highly compensated
employees as such group is described under Sections 201(2), 301(a)(3), and
401(a)(1) of ERISA as interpreted by the U.S. Department of Labor. The Plan is
not intended to be a plan described in Section 401(a) of the Code or Section
3(2)(A) of ERISA.
(b) Determination of Rights. The rights, if any, of any person whose
status as an employee of the Company has terminated shall be determined pursuant
to the Plan as in effect on the date such employee terminated, unless
subsequently adopted provisions of the Plan are made specifically applicable to
such person.
3. Eligibility and Accrual.
(a) Eligibility. An Eligible Employee is eligible to participate in the
Plan on the Plan Entry Date, provided that said Eligible Employee completes and
delivers to the Company an Agreement in the form prescribed by the Committee
within ninety (90) days of the Participant's Plan Entry Date. Any questions of
whether an officer of the Company is employed at the level of Senior
Vice-President of the Company, or higher or the equivalent officer level of an
operating subsidiary shall be determined by the Committee, in its sole
discretion, in accordance with Company policy on such matters. In the event that
a Participant who is not identified on Schedule A becomes no longer employed at
Tier III, II or I before the Participant completes five (5) Years of Plan
Service, the Committee shall further have the sole discretion and authority to
terminate the Participant's Agreement and to advise the Participant of same. In
the event that a former Participant whose Agreement has been terminated as
20
provided in the previous sentence becomes reemployed at Tier III, II or I and,
as a result of such promotion to Tier III, II or I, becomes eligible to
participate in the Plan, such Eligible Employee shall be credited with the
number of Years of Plan Service that the Eligible Employee has already completed
for purposes of determining Years of Plan Service accrued under Section 3(b).
Any questions regarding the number of Years of Plan Service that the Eligible
Employee has previously completed shall be determined by the Committee, in its
sole discretion, in accordance with Company policy on such matters.
(b) Accrual.
(i) Normal Retirement or Death. The Normal Retirement or death
benefits under this Plan for the Participants listed on the attached Schedule A
shall become 100% accrued upon the execution of an Agreement with the Company
and the termination of the Prior Agreement if the Participant has executed a
Prior Agreement. The Normal Retirement or death benefits under this Plan for a
Participant who is not listed on Schedule A shall become 100% accrued upon the
completion of five (5) Years of Plan Service, regardless of the Tier at which
the Participant is employed at the time of the Participant's Normal Retirement
or death.
(ii) Early Retirement.The Early Retirement benefits under this
Plan shall become 100% accrued after the Participant's completion of (i) a total
of twenty (20) Years of Service and (ii) ten (10) Years of Plan Service,
regardless of the Tier at which the Participant is employed at the time of the
Participant's Early Retirement. Notwithstanding anything in this Section
3(b)(ii) to the contrary, the Early Retirement benefits under this Plan for
the Participants listed on Schedule B shall become 100% accrued upon the
execution of an Agreement with the Company and the termination of the Prior
Agreement.
(iii) Disability. A Participant's Disability benefits under this
Plan shall become 100% accrued after the completion of (i) a total of twenty
(20) Years of Service and (ii) ten (10) Years of Plan Service, regardless of the
Tier at which the Participant is employed at the time of the Participant's
Disability.
Except as expressly provided in this Section 3(b), Participant shall have no
accrued benefits under this Plan.
4. Benefit and Reduction Percentages.
(a) Applicable Benefit Percentage. The applicable Benefit Percentage
shall depend on the Participant's Tier at the time of the Participant's Early
Retirement, Normal Retirement, Disability or death as defined in the
Participant's Agreement. Tier I shall be the level of Chief Executive Officer or
Chief Operating Officer; Tier II shall be the level of Executive Vice-President;
and Tier III shall be other qualifying Participants. The following schedule sets
forth the applicable Benefit Percentage for each Tier at the time of a the event
giving rise to the payment obligation:
TIER APPLICABLE BENEFIT PERCENTAGE
I 25%
II 22.5%
III 20%
(b) Reduction Percentage. The Reduction Percentage for payments otherwise
provided for under this Plan shall be calculated by subtracting 5% from 100% for
every year that the Participant's age is under the age of 65. For example, the
Reduction Percentage would be 95% for age 64; 90% for age 63; 85% for age 62 and
so on, but solely as provided for below.
21
5. Benefit Entitlement and Payment.
(a) Retirement.
(i) Normal Retirement. If the Participant separates from service at or after age
65, upon such separation from service, he will be entitled to receive a Plan
Benefit that will be distributed in monthly payments (or such other periodic
payments as the Committee and the Participant may agree) for a fifteen (15) year
period beginning on the Benefit Commencement Date provided that a Participant
who is not listed on Schedule A has completed five (5) Years of Plan Service.
The Benefit Commencement Date shall be the first day of the month following the
Participant's separation from service. The Plan Benefit for the first Plan Year
shall be equal to the product of the applicable Benefit Percentage and the
Participant's Final Compensation. The Plan Benefit for each subsequent Plan Year
for which a Plan Benefit is payable shall be an amount equal to the previous
Plan Year's Plan Benefit increased by four percent (4%).
(ii) Early Retirement. If the Participant separates from service at or after age
60, but before age 65, upon such separation from service, he will be entitled to
receive a Plan Benefit that will be distributed in monthly payments (or such
other periodic payments as the Committee and the Participant may agree) for a
fifteen (15) year period beginning on the Benefit Commencement Date, provided
that the Participant has completed (i) a total of twenty (20) Years of Service
and (ii) ten (10) Years of Plan Service. The Benefit Commencement Date shall be
the first day of the month following the Participant's separation from service.
The Plan Benefit for the first Plan Year beginning on the Benefit Commencement
Date shall be equal to the product of the applicable Benefit Percentage and the
Participant's Final Compensation, which product shall then be multiplied by the
applicable Reduction Percentage. The Plan Benefit for each subsequent Plan Year
for which a Plan Benefit is payable shall be an amount equal to the previous
Plan Year's Plan Benefit increased by four percent (4%). If the Participant
separates from service prior to age 60 and prior to the completion of (i) a
total of twenty (20) Years of Service and (ii) ten (10) Years of Plan Service,
then the Participant shall not be entitled to a Plan Benefit. However, if the
Participant retires before age 60, but the Participant has completed (i) a total
of twenty (20) Years of Service and (ii) ten (10) Years of Plan Service, his
entitlement to receive a Plan Benefit is in the sole discretion of the
Committee. Notwithstanding anything in this Section 5(a)(ii) to the contrary,
upon the separation from service of the Participants listed on Schedule B before
age 65 for any reason other than Due Cause, the Participants listed on Schedule
B will be entitled to receive an Early Retirement Plan Benefit that shall be the
present discounted value of the Plan Benefit that would have been paid over a
fifteen (15) year period under this Plan upon such Participant's Normal
Retirement, and such Plan Benefit shall be paid to the Participant in a lump sum
within thirty (30) days of his separation from service, regardless of the
Participant's Years of Service or Years of Plan Service. In determining the
present discounted value of the Plan Benefit for the Participants listed on
Schedule B under this Section 5(a)(ii), the interest rate employed shall be
equal to 120% of the Applicable Federal Rate determined under Code Section
1274(d), compounded semi-annually.
(b) Death.
(i) Post-Retirement Death. If the Participant dies after separation from service
with entitlement to a Plan Benefit as provided in Section 5(a)(i) or 5(a)(ii)
above, but before he has received all of his Plan Benefit payments, the balance
of the Plan Benefit payments due to him as otherwise provided in the Plan shall
be made to the Participant's Beneficiary. Payments to the Participant's
Beneficiary shall be distributed on a monthly basis unless the Committee selects
annual payments or a lump sum payment present value equivalent. In determining
22
the present value equivalent, the interest rate employed shall be equal to 120%
of the Applicable Federal Rate as determined under Code Section 1274(d),
compounded semi-annually.
(ii) Pre-Retirement Death. If the Participant continues to be
employed by the Company and dies before his Normal Retirement, provided that a
Participant who is not listed on Schedule A has five (5) Years of Plan Service,
his Beneficiary shall receive a pre-retirement annual death benefit, which shall
be paid, in lieu of the Plan Benefit, to his Beneficiary in a series of monthly
payments for a period of ten years. For the first two years, the pre-retirement
annual death benefit payment will be equal to 100% of the Final Compensation,
and for the next eight years, the pre-retirement annual death benefit payment
will be equal to 50% of the Final Compensation. The Benefit Commencement Date
for a Plan Benefit as a result of the Participant's pre-retirement death shall
occur on the first day of the month which is within ninety (90) days after the
Participant's pre-retirement death.
(c) Disability. If the Participant becomes Disabled before his Normal
Retirement and if, at the time that the Participant became Disabled, the
Participant has completed (i) a total of twenty (20) Years of Service and ten
(10) Years of Plan Service, he shall receive a Plan Benefit, subject to the
provisions of Section 10(c), which for the first Plan Year beginning on the
Benefit Commencement Date shall be equal to the product of the applicable
Benefit Percentage, the Participant's Final Compensation and the applicable
Reduction Percentage. The Plan Benefit shall be distributed in monthly payments
(or such other periodic payments as the Committee and the Participant may agree)
for a fifteen (15) year period beginning on the Benefit Commencement Date. The
Plan Benefit each subsequent annual Plan Year for which a Plan Benefit is
payable shall be an amount equal to the previous Plan Year's Plan Benefit
increased by four percent (4%). The Benefit Commencement Date for a Plan Benefit
as a result of the Participant's Disability shall occur on the first day of the
month after the Participant's Disability. If the Participant dies before
receiving all of the Plan Benefit payments due on account of Disability, the
balance of the payments due shall be paid to the Participant's Beneficiary.
(d) Termination of Employment for Due Cause. Notwithstanding any other provision
to the contrary, if the Participant's employment with the Company is terminated
for Due Cause, he shall not be entitled to receive any benefits under this Plan
regardless of the Participant's age or Years of Service.
6. Designation of Beneficiary.
(a) Designation of Beneficiary. The Participant may designate a
Beneficiary to receive any benefits due under this Plan upon the Participant's
death. The Beneficiary designation must be made by executing a Beneficiary
designation form provided by the Committee.
(b) Use of Form. The Participant may change an earlier Beneficiary
designation by a later execution of a Beneficiary designation form.
(c) Death of Beneficiary. If the Beneficiary is a person, and that
person dies before receiving all of the Plan Benefit payments due, the balance
of the payments due shall be paid to the Beneficiary's estate.
7. Administration.
(a) Administration by Committee. The Plan is administered by the Committee. The
Committee shall have the sole and exclusive authority and discretion to
interpret and construe the provisions of the Plan, to decide any question that
may arise regarding the rights of employees, Participants and Beneficiaries, and
23
the amounts of their respective interests, to adopt such rules and to exercise
such powers as the Committee may deem necessary for the administration of the
Plan, and to exercise any other rights, powers or privileges granted to the
Committee by the terms of the Plan. Subject to Section 7(b), the Committee's
interpretation and construction of the Plan or any Agreement is final and
conclusive.
(b) Claims Process. If for any reason a benefit due under the Plan is not paid
when due the individual entitled to such benefit may file a written claim with
the Committee. If the claim is denied or no response is received within ninety
(90) days (in which case the claim will be deemed to have been denied), the
individual may appeal the denial to the Board within sixty (60) days of the
denial. In pursuing an appeal, an individual may request that a responsible
officer review the denial, may review pertinent documents, and may submit issues
and comments in writing. A decision on appeal will be made within sixty (60)
days after the appeal is made, unless special circumstances require the Board to
extend the period for another sixty (60) days.
(c) Limitation of Liability. No member of the Board or the Committee and no
officer or employee of the Company shall be liable to any person for any action
taken or omitted in connection with the administration of the Plan unless
attributable to his own fraud or willful misconduct; nor shall Company be liable
to any person for any action taken or omitted in connection with the
administration of the benefit under the Plan unless attributable to his own
fraud or willful misconduct on the part of a director, officer or employee of
the Company.
(d) Records. The Committee shall maintain full and complete records of
its decisions. Its records shall contain all relevant data pertaining to all
Participants and their rights and duties under the Plan. The Committee shall
have the duty to maintain account records of all Participants.
(e) Communication with Participants. The Committee shall cause the
principal provisions of the Plan to be communicated to the Participants, and a
copy of the Plan and other documents to be available at the principal office of
the Company for inspection by the Participants at reasonable times determined by
the Committee.
8. Funding; Segregated Assets.
(a) Unfunded Plan. This Plan is intended to be "unfunded" for purposes
of both the Code and ERISA. The obligation of the Company to make payments under
this Plan constitutes nothing more than an unsecured promise of the Company to
make such payments, and any property of the Company that may be set aside for
the payment of benefits under this Plan shall, in the event of the Company's
bankruptcy or insolvency, remain subject to the claims of the Company's general
creditors until such benefits are distributed in accordance with Section 5
hereof. No Participant hereunder shall have any interest or right to assets the
Company may set aside to be used to pay benefits under the Plan. The rights of a
Participant shall be no greater than those of an unsecured general creditor with
respect to the assets of the Company.
(b) Segregation of Assets in Trust. The Company may, but shall not be
obligated to segregate assets in trust or otherwise for the purpose of paying
obligations under this Plan.
9. Restrictive Covenants.
(a) Non-Competition. While a Participant is receiving benefits from the
Company under the Plan, he shall not in the United States of America, directly
or indirectly, either for himself or any other person, own, manage, control,
24
participate in, acquire a greater than 5% interest in, permit his name to be
used by, act as consultant or advisor to, render services for (along or in
association with any person, firm, corporation or other business organization)
or otherwise assist in any manner any entity that engages in or owns, invests
in, manages or controls any venture or enterprise engaged in the retail
furniture industry (or any business of the type that constitutes a substantial
portion of the Company's business).
(b) Anti-Piracy; Confidentiality. While a Participant is receiving
benefits from the Company under the Plan, (i) the Participant shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Participant during the Participant's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts of the Participant or representatives of the Participant in
violation of this provision) and (ii) the Participant shall not, without the
prior written consent of the Company or except as may otherwise be required by
law or legal process, divulge any such information, knowledge or data to anyone
other than the Company and those designated by it.
(c) Forfeiture of Plan Benefit Upon Breach. Notwithstanding anything in
Section 5 to the contrary, the Company shall have no further obligation to make
payments to the Participant or the Beneficiary if Participant fails to meet the
conditions to receipt of benefits or fails to observe the covenants set forth in
this Section 9. For the purpose of the determinations made under this Section,
the opinion of the Board shall be conclusive.
10. Miscellaneous.
(a) Amendment or Termination. The Board reserves the sole and exclusive
right to amend or terminate this Plan, provided that if the Plan is amended or
terminated in the future, such amendment or termination will not reduce the Plan
Benefit then accrued under the provisions of Sections 3 and 5 and further
provided that this Plan may not be amended or terminated upon a Change of
Control as to those Eligible Employees who are Participants at the time of the
Change of Control.
(b) Restrictions on Transfer. Any benefits to which the Participant or
his Beneficiary may become entitled under this Plan are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to do so is void. Benefits are not
subject to attachment or legal process for the debts, contracts, liabilities,
engagements, or torts of the Participant or his Beneficiary. This Plan does not
give the Participant or his Beneficiary any interest, lien, or claim against any
specific asset of the Company. The Participant and his Beneficiary have only the
rights of general creditors of the Company.
(c) Incapacity. If the Committee determines that any person to whom
such benefit is payable is incompetent by reason of physical or mental
disability, the Committee may cause the payments becoming due to such person to
be made to another for his benefit. Payments made pursuant to this Section
shall, as to such payment, operate as a complete discharge of the Plan, the
Company and the Committee.
(d) Successors and Assigns. This Plan shall be binding on the Company,
its successors, and assigns. Should there be a consolidation or merger of the
Company with or into another corporation, or a purchase of all or substantially
all of the assets of the Company by another entity, the surviving or acquiring
corporation will succeed to the rights and obligations of the Company under this
Plan and all Agreements hereunder.
25
(e) No Guarantee of Employment. Nothing contained in the Plan shall be
construed as a contract of employment or deemed to give any Participant the
right to be retained in the employ of the Company or to give any Participant any
equity or other interest in the assets, business, or affairs of the Company.
(f) Construction. This Plan is to be construed in accordance with (i)
ERISA and (ii) the laws of the Commonwealth of Virginia to the extent not
superseded by ERISA or the laws of the United States of America. The headings in
this Plan have been inserted for convenience of reference only and are to be
ignored in any construction of the provisions. If a provision of this Plan is
not valid, that invalidity does not affect other provisions.
(g) Notification of Addresses. Each Participant shall file with the
Committee, from time to time, in writing, the post office address of the
Participant, the post office address of each Beneficiary, and each change of
post office address. Any communication, statement or notice addressed to the
last post office address filed with the Committee (or if no such address was
filed with the Committee, then to the last post office address of the
Participant or beneficiary as shown on the Company's records) shall be binding
on the Participant and each Beneficiary for all purposes of the Plan and neither
the Committee nor any Company shall be obliged to search for or ascertain the
whereabouts of any Participant or Beneficiary.
In Witness Whereof, the Company has adopted this Executive Income
Continuation Plan as of the date set forth above.
26
SCHEDULE A
TO
XXXXXX-XXXXXX COMPANY
EXECUTIVE INCOME CONTINUATION PLAN
PARTICIPANTS
Total Years Years of
Company of Service Plan Plan Service
Name Service (As of June Entry (As of June
Date 1, 1998) Date 1, 1998)
------- ----------- --------- ----------
---------------------------
TIER I
---------------------------
XxXxxxx, Xxxxxxx 9/4/69 28 3/1/86 12
Xxxxx, Xxxx 9/5/72 25 3/1/86 12
TIER II
-----------------------
Xxxxx, Xxxxx 11/1/88 9 3/1/89 9
Xxxxxxx, Xxxxxx 1/1/88 10 3/1/88 10
Xxxxxx, Xxxxx 5/28/85 13 3/1/86 12
Xxxxx, Xxx 4/28/97 1 3/1/97 1
Xxxxxxxx, Xxxx 2/24/97 1 3/1/97 1
TIER III
-----------------------
Xxxxx, Xxxxx 6/14/76 21 3/1/97 1
Xxxxx, Xxx 8/17/92 5 3/1/97 1
Xxxxxx, Xxxxxxx 7/23/73 24 3/1/86 12
Xxxxxxx, Xxxxxxx 7/7/97 0 3/1/97 1
Xxxxx, Xxxx 1/29/85 13 3/1/97 1
Xxxxxxxx, Xxxxxx Xxxxxx 2/1/95 3 3/1/95 3
Xxx, X. Xxxxxx 11/1/65 32 3/1/94 4
Xxxxxx, Xxxxx X. 10/18/71 26 3/1/94 4
Xxxxxxx, Xxx 1/2/80 18 3/1/95 3
Xxxxxxxx, Xxxx 6/12/72 25 3/1/94 4
Xxxxx, Xx 4/2/79 19 3/1/87 11
Xxxxxx, Xxxx 4/26/76 22 3/1/97 1
Xxxxx, Xxxxx 10/21/85 12 3/1/97 1
Xxxx, Xxxxxxx 5/17/76 22 3/1/97 1
Xxxxxxxx, Xxxxxx 2/26/90 8 3/1/94 4
Xxxxxxxx, Xxxx 8/15/73 24 3/1/97 1
Page, Xxx 7/17/62 35 3/1/94 4
Xxxxxxxxx, X.X. 7/29/91 6 3/1/93 5
Xxxxxxx, Xxxx 8/11/69 28 3/1/90 8
Xxxxxxx, Xxx 7/1/97 0 3/1/97 1
Xxxxxxxx, Xxxx 9/1/66 31 3/1/94 4
Xxxx, Xxxx 3/29/71 27 3/1/94 4
27
SCHEDULE B
TO
XXXXXX-XXXXXX COMPANY
EXECUTIVE INCOME CONTINUATION PLAN
LIST OF GRANDFATHERED TIER I EMPLOYEES
Xxxxxxx X. XxXxxxx
Xxxx X. Xxxxx, Xx.
28
