XXXXXX CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT
THIS AGREEMENT made as of 1 December, 1994, between Xxxxxx Corporation,
a Delaware corporation (the "Company"), and Xxxx X. Xxxxx (the "Executive").
W I T N E S S E T H:
1. Participation. The Executive has been designated as a
participant in the Xxxxxx Corporation Executive Severance Benefit Plan (the
"Plan") by the Compensation Committee of the Board of Directors of the Company.
2. Plan Benefits. The Executive agrees to be bound by the provisions of
the Plan, including those provisions which relate to his eligibility to receive
benefits and to the conditions affecting the form, manner, time and terms of
benefit payments under the Plan, as applicable. The Executive understands and
acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan
in order to eliminate any "excess parachute payments" as defined under Section
4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect
to receive his Plan benefits in installment payments, as provided under Section
9 of the Plan, by signing the statement included on page three of this
Agreement. The Executive may make an election to receive installment payments,
or may revoke any such election, at any time prior to the date which is ten days
prior to the date on which a Change in Control is deemed to have occurred;
provided that any election subsequent to the execution of this Agreement or any
revocation shall be in writing and shall be subject to the approval of the
Compensation Committee.
3. Federal and State Laws. The Executive shall comply with all federal
and state laws which may be applicable to his participation in this Plan,
including without limitation, his entitlement to, or receipt of, any benefits
under the Plan. If the Executive is subject to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 as amended and in effect at the time of
any Plan benefit payment, he shall comply with the provisions of Section 16(b),
including any applicable exemptions thereto, whether or not such provisions and
exemptions apply to all or any portion of his Plan benefit payments.
4. Amendment and Termination. The Board of Directors may amend,
modify, suspend or terminate the Plan or this Agreement at any time, subject to
the following:
(a) without the consent of the Executive, no such amendment,
modification, suspension or termination shall reduce or
diminish his right to receive any payment or benefit then due
and payable under the Plan immediately prior to such
amendment, modification, suspension or termination; and
(b) in the event of a Change in Control pursuant to Section 5 of
the Plan, no such amendment, modification, suspension or
termination of benefits, and eligibility therefor, will be
effective prior to the expiration of the 48-consecutive-month
period following the date of the Change in Control.
5. Beneficiary. The Executive hereby designates his primary
beneficiary(ies) as Xxxxxxx Xxxxx, who will receive any unpaid benefit payments
in the event of the Executive's death prior to full receipt thereof. In the
event that the primary beneficiary(ies) predeceases the Executive, his unpaid
benefits shall be paid to Xxxxxx and Xxxxxxx Xxxxx as secondary
beneficiary(ies). If more than one primary or secondary beneficiary has been
indicated, each primary beneficiary or, if none survives, each secondary
beneficiary will receive an equal share of the unpaid benefits unless the
Executive indicates specific percentages next to the beneficiaries' names.
Except as required by applicable law, the Executive's beneficiary or
beneficiaries shall not be entitled to any medical, life or other insurance-type
welfare benefits.
6. Arbitration. The Executive agrees to be bound by any
determination rendered by arbitrators pursuant to Section 11 of the Plan.
7. Employment Rights. The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment of
the Company or to give the Executive any benefits not specifically provided by
the Plan.
IN WITNESS WHEREOF, Xxxxxx Corporation has caused this
Agreement to be executed and the Executive has executed this Agreement, both as
of the day and year first above written.
XXXXXX CORPORATION
By /s/ Xxxx X. Xxxxx By /s/ F. L. English
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Xxxx X. Xxxxx F. L. English
Group Vice President President,
Chief Executive Officer
ELECTION OF INSTALLMENTS
I hereby elect to receive my Plan benefits in installment payments
pursuant to the terms of Section 9 of the Plan.
By /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
