SPECIAL DEFERRAL AGREEMENT
THIS AGREEMENT, made this 7th day of February, 2000, by and between
Xxxx X. Xxxxxxxxx ("Executive") and The Black & Xxxxxx Corporation
("Corporation"), on its own behalf and on behalf of its subsidiaries and
affiliates.
RECITALS
The Executive is one of the Corporation's Executive Vice Presidents and
is a participant in The Black & Xxxxxx Annual Incentive Plan (the "AIP").
The Executive may be awarded a bonus under the AIP, at the discretion
of the Board of Directors of the Corporation when it meets later this month (the
"February 2000 Bonus").
The Executive desires to defer his receipt of a portion or all of the
February 2000 Bonus and the Corporation is willing to permit that bonus
deferral.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. The foregoing recitals are incorporated into this Agreement by this
reference.
2. The Executive hereby irrevocably elects to defer _25__% of the
February 2000 Bonus which he may be awarded, but in no event more than 100% of
the February 2000 Bonus reduced by the percentage of the February 2000 Bonus
that the Executive has directed to be contributed to The Black & Xxxxxx
Retirement Savings Plan pursuant to his election in effect under that plan at
the execution of this Agreement.
3. The Corporation shall cause the amount of the February 2000 Bonus
that the Executive has elected to defer under this Agreement to be deducted from
the February 2000 Bonus payment and credited to a bookkeeping account on the
Corporation's books in the name of the Executive, to which shall also be
credited (a) amounts equal to any deemed earnings or losses and (b) expenses
charged to the Account.
4. The amount deferred by the Executive pursuant to this Agreement
shall be administered, deemed to be invested, adjusted for expenses and deemed
gains and losses, paid and otherwise governed by the terms of The Black & Xxxxxx
Supplemental Retirement Savings Plan, as in effect on the date of this Agreement
and as amended from time to time thereafter (the "SRSP"), in the same manner and
in all respects as those terms of the SRSP would apply to the amount deferred
pursuant to this Agreement if that deferral constituted a "Participant
Compensation Deferral" of the Executive's AIP Bonus under the SRSP. The terms of
the SRSP are hereby incorporated into this Agreement by this reference.
5. The Executive's interest in the amount deferred pursuant to this
Agreement, as adjusted, shall be 100% vested and shall be paid in the form
checked below (check one):
__X__ A Lump Sum Distribution
_____ Substantially Equal Annual Installments Over _____
Years (not to exceed 10 years) and shall be paid (or
commence to be paid) at the date designated below:
__X__ At the Executive's termination of employment with The
Black & Xxxxxx Corporation and all of its
subsidiaries and affiliates
_____ At _____________, 20____. (Date may not be earlier
than January 1, 2002 and may not be accelerated, but
may be extended, pursuant to the terms of the SRSP
and subject to certain limitations.)
_____ At the earlier of the Executive's termination of
employment with The Black & Xxxxxx Corporation and
all of its subsidiaries and affiliates or
____________, 20____. (Date may not be earlier than
January 1, 2002 and may not be accelerated, but may
be extended, pursuant to the terms of the SRSP and
subject to certain limitations.)
6. In the event of the Executive's death, the undistributed balance of
the Executive's account established pursuant to this Agreement shall be paid to
the person or persons determined to be his "Beneficiary" under the terms of the
SRSP and shall be payable to that Beneficiary at the time(s) and in the form
determined under the SRSP.
7. No amount payable to the Executive or his Beneficiary under this
Agreement will, except as otherwise specifically provided by law, be subject in
any manner to anticipation, alienation, attachment, garnishment, sale, transfer,
assignment (either at law or in equity), levy, execution, pledge, encumbrance,
charge or any other legal or equitable process, and any attempt to do so will be
void; nor will any benefit be in any manner liable for or subject to the debts,
contract, liabilities, engagements or torts of the person entitled thereto.
Further, (i) the withholding of taxes from payments, (ii) the recovery of
overpayments of benefits previously made to the Executive or Beneficiary, or
(iii) the direct deposit of benefit payments to an account in a banking
institution (if not actually part of an arrangement constituting an assignment
or alienation) shall not be construed as an assignment or alienation.
In the event that the Executive's or Beneficiary's benefits hereunder
are garnished or attached by order of any court, the Corporation or trustee may
bring an action or a declaratory judgment in a court of competent jurisdiction
to determine the proper recipient of the benefits to be paid under this
Agreement. During the pendency of said action, any benefits that become payable
shall be held as credits to the Executive's or Beneficiary's account or, if the
Corporation prefers, paid into the court as they become payable, to be
distributed by the court to the recipient as the court deems proper at the close
of said action.
IN WITNESS WHEREOF, each of the parties has executed this Agreement as
of the day and year first above written.
WITNESS: THE BLACK & XXXXXX CORPORATION
By:/s/XXXXX X. XXXXXXXX
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WITNESS: EXECUTIVE
/s/P. A. XXXXXXXXX
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