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EXHIBIT 10.6
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RETIREMENT ARRANGEMENT
FOR
DESIGNATED EMPLOYEE OF
X.X. XXXX + XXXXX INC.
MARCH 1996
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X.X. Xxxx + Xxxxx Inc.
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxx
X0X 0X0
RETIREMENT ARRANGEMENT
AGREEMENT MADE AS AT JUNE 27, 1994
BETWEEN: AND:
X.X. Xxxx + Xxxxx Inc., Xxxxxx XxxXxxxxx
a corporation incorporated, having an Chief Operating Officer of X.X. Xxxx +
office Xxxxx Inc. of the City of Lachine, in the
in the City of Lachine, in the Province Province of Quebec.
of Quebec.
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WHEREAS COO is employed by X.X. Xxxx + Xxxxx Inc., in an executive capacity and
is performing his duties capably and efficiently; and
WHEREAS in consideration of the foregoing, X.X. Xxxx + Xxxxx agrees to provide
on retirement a Supplementary Retirement Benefit in the manner and upon terms
and conditions hereinafter described.
1. DEFINITIONS
The following words and phrases, when used in this document, shall have the
meanings set forth below, unless the context clearly indicates otherwise.
1.1 "Actuarial Equivalent" means a benefit of equal value computed using
the same actuarial assumptions and methods as those adopted by the
Company for the Pension Plan at the time of computation of the
benefit.
1.2 "Beneficiary" means the person or persons legally designated by the
Member to receive any benefits payable under the Plan as a result of
the death of the Member, or, where by reason of an option elected by
the Member under Section 5.2 the person or persons entitled to
receive benefits as a result of the death of such contingent
annuitant. If at the time when any payment is to be made to a
Designated Beneficiary there is no Designated Beneficiary living,
Designated Beneficiary shall mean the estate of the Member.
1.3 "Company" means X.X. Xxxx + Xxxxx Inc. or successor companies.
1.4 "Continuous Service" means service with the Company since the
Member's last date of hire. The following interruptions in employment
do not constitute a break in service:
(i) paid vacation;
(ii) paid sick leave;
(iii) periods during which the Member is eligible to receive benefits
under the Company's L.T.D. plan;
(iv) paid leaves of absence; and
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(v) unpaid leaves of absence of up to one year, with company
consent.
1.5 "Credited Service" means a Member's period of service credited to him
in the Pension Plan or such other period as specified by the Company.
1.6 "Earnings" means all salary, wages, bonuses, vacation pay, honoraria,
commissions, taxable allowances, the value of taxable benefits but
excluding stock option benefits and including any other payments of
service received as an officer or Employee of the Company and
reported on the individual's T4 slip.
1.7 "Employee" means an individual employed by the Company on a permanent
basis.
1.8 "Member" means an Employee who has been so designated by the Company
for the purposes of the Plan.
1.9 "Pension Plan" means the registered pension plan of the Company under
which the Member has an entitlement, namely the X.X. Xxxx + Xxxxx
Inc. defined benefit pension plan. It shall also include any other
registered pension plan which may, in the future, replace in part of
in whole, or supplement, said Pension Plan.
1.10 "Plan" means the Retirement Arrangement for Xxxxxx XxxXxxxxx, COO of
X.X. Xxxx + Xxxxx Inc. as set out herein and as amended from time to
time.
1.11 "Spouse" means the spouse of the Member as defined in the Pension
Plan.
Words importing the masculine include the feminine and words importing the
singular include the plural, or vise versa, as the context requires.
2. MEMBERSHIP
2.1 Xxxxxx XxxXxxxxx shall become Member of the Plan as at June 27, 1994.
3. RETIREMENT DATES
3.1 The Normal Retirement Date of the Member shall be the first day of
the month coincident with or immediately following his 65th birthday.
3.2 The Member may elect to retire early on the first day of the month
coincident with or on the first day of any month following the date
has attained age 55. Such date shall be his Early Retirement Date.
3.3 A member who remains in the service of the Company may postpone his
retirement to the first day of any month no later than 5 years beyond
his Normal Retirement Date.
4. CONTRIBUTIONS
4.1 COO shall make no contribution under this Agreement.
4.2 X.X. Xxxx + Xxxxx Inc. shall not be required to make any
contributions to any fund under this Agreement.
4.3 X.X. Xxxx + Xxxxx Inc. shall be required to provide the benefits
described hereunder as and when they become due; X.X. Xxxx + Xxxxx
shall have the option to set up a fund and make contributions to such
fund in order to guarantee the payment of the benefits to be provided
hereunder. If a fund is set up, the Member shall have no right to
such fund except to receive therefrom any benefits hereunder as and
when they become due.
5. RETIREMENT BENEFITS
5.1 If the member retires on or after his Normal Retirement Date in
accordance with Sections 3.1 or 3.3, he shall be entitled to an
annual pension commencing on his Normal Retirement Date in an
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amount equal to 2%, or such other percentage specified by the
Company, of his best annual earnings received multiplied by his
Credited Service, less the amount payable from the Pension Plan. In
addition, the member shall be entitled to such other pension amount
as specified by the Company.
For the purposes of this section, the Actuarial Equivalent of any
benefits payable under the Pension Plan shall be determined in the
form of a pension payable in accordance with Section 5.1.
5.2 A Member who retires early in accordance with Section 3.2, may elect
to receive an annual pension commencing on his actual retirement date
equal to the Actuarial Equivalent of the pension determined with
Section 5.1.
6. FORMS OF RETIREMENT BENEFIT
6.1 The pension payable by the Plan from the Member's date of retirement
shall normally be paid monthly for the Member's lifetime, but in no
event for less than 120 months. Furthermore, after the Member's
death, or at the expiration of the 10-year if later, 60% of the
amount of the Member's pension shall continue to be paid to his
surviving Spouse, for her lifetime. Spousal status is established as
of the day payment of the pension begins.
Notwithstanding the above, a Member who, upon retirement, has a
Spouse who is more than ten (10) years younger than him shall receive
a pension, the amount of which shall be the Actuarial Equivalent of
the pension he would have received had his Spouse been ten (10) years
younger than him.
6.2 The Member shall be entitled to elect an optional form of payment
provided his pension under the Pension Plan is payable in such form.
The amount of any optional form shall be the Actuarial Equivalent of
the pension payable in accordance with Section 5.1. Such election
shall be made in writhing by the Member at least 30 days prior to his
date of retirement.
7. DISABILITY
7.1 The Member shall be deemed to be disabled from the date he is
eligible to receive benefits under the Company's Long Term Disability
Plan and he shall be deemed to cease to be disabled when he is no
longer eligible to receive benefits under such plan or, if earlier,
when he reaches his Normal Retirement Date.
7.2 No benefits shall be payable to the Member under the Plan while he is
disabled but he shall continue to accrue Credited Service as long as
he is so disabled. The Benefits, if any, of the member who is
disabled shall be determined after he ceases to be disabled in
accordance with the retirement, death, or termination of service
provisions whichever may first apply. Furthermore, in the event the
Member, who ceases to be disabled, returns to work, he shall continue
to accrue benefits as provided by the Plan.
7.3 For any period while he is disabled, the Earnings of the Member will
be deemed to be at the rate of basic salary in effect on the date
immediately preceding such period.
8. DEATH
8.1 In the event of the death of the Member before the commencement of
his pension payments and prior to his Normal Retirement Date, a lump
sum benefit in an amount equal to the Actuarial Equivalent of the
pension accumulated by the Member on the date of his death and
determined in accordance with Section 4.1 shall be paid to the
Member's Spouse. Should there be no Spouse, the benefit shall be paid
to the Beneficiary.
8.2 In the event of the death of the Member who has postponed his
retirement in accordance with Section 3.3, he shall be deemed to have
retired on the day preceding the day of his death and benefits shall
be payable in accordance with Section 7.3.
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8.3 In the event of the death of the Member who is receiving a pension,
any benefits payable as a result of his death will be determined in
accordance with the form of pension elected by the Member under
Section 5 (forms of retirement benefits).
9. TERMINATION OF SERVICE
9.1 If the service of the Member terminates prior to his Normal
Retirement Date, he shall be entitled to receive a deferred monthly
pension commencing on his Normal Retirement Date and determined in
accordance with Section 4.1.
Instead of the deferred pension, the Member may elect at any time
thereafter prior to his Normal Retirement Date to receive a lump sum
payment equal to its Actuarial Equivalent in final settlement of his
rights under the Plan.
The Company may, for good and valid reason to be provided, elect to
defer the payment of any lump sum amount provided under this Section
8 for up to one year following the request of the Member. In such
case, however, interest will be added to the lump sum amount using
the rate and compounding method used to determine the Actuarial
Equivalent of the Member's deferred pension or, if greater, a rate of
bank prime, as charged by the Company's principal banker, plus 2%.
10. PAYMENTS OF BENEFITS
10.1 Amounts of benefits due under the Plan shall be paid directly by the
Company.
11. AMENDMENT
11.1 The Company reserves the right to alter, amend or vary the Plan from
time to time but no such alteration, amendment or variation of the
Plan shall be valid without a written notice to the Member. No such
amendment shall have the effect of diminishing the accrued benefits
of the Member with respect to his Credited Service that is prior to
the effective date of the amendment, which cannot be prior to the
date of the notice.
11.2 The Company intends to maintain the Plan in force indefinitely, but
reserves the right to terminate at any time. The termination of the
Plan shall not affect the rights of the Member to accrued benefits
with respect to Credited Service prior to the effective date of such
termination.
12. GENERAL
12.1 The establishment of the Plan does not give the Member the right to
be retained in the service of the Company nor shall it prevent the
Company from discharging the Member at any time.
12.2 No benefits payable under the Plan may be assigned, charged,
anticipated or given as security. No benefits payable under the Plan
may be subject to execution, seizure or assignment.
12.3 All benefits payments under this Plan shall be made in lawful
currency of Canada.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day, month and year first above written.
X.X. XXXX + XXXXX INC.
per: X.X. XXXXX X.X. XXXXXXXXX
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Agreed to this 16th day of May 1996
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