Exhibit 1.17
XXX XXXX CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2
PARTICIPATION AGREEMENT
(AMENDED AND RESTATED EFFECTIVE
AS OF DECEMBER 1, 1999)
This amended and restated Participation Agreement is as of December 1,
1999, between Xxx Xxxx Corporation, a Delaware corporation ("Employer"), and
XxXxx X. Xxxxxxxx ("Participant").
RECITALS
A. Employer and Participant previously entered into a Participation
Agreement dated as of May 2, 1989 providing for participation by Participant,
beginning on January 1, 1989, in the Xxx Xxxx Corporation Supplemental Executive
Retirement Plan No. 2 (as restated and amended, the "Plan").
B. Effective April 11, 1997, the Participation Agreement was amended and
restated.
C. Employer and Participant desire to amend and restate the Participation
Agreement and to modify and supplement the Plan as it relates to Participant.
The parties hereby agree as follows:
1. GENERAL
Participant's participation in the Plan is reaffirmed.
2. THE PLAN
This Participation Agreement is subject to all of the terms and provisions
of the Plan, except to the extent that the Plan is modified and supplemented
below as it applies to Participant. The Plan is incorporated by reference into
this Participation Agreement. By signing this Participation Agreement,
Participant acknowledges receipt of a copy of the Plan and confirms his
understanding and acceptance of all of the terms, conditions and provisions of
the Plan.
3. MODIFICATIONS
Pursuant to paragraph 8.3 of the Plan, which was added by the First
Amendment, the provisions of the Plan as they apply to Participant are modified
and supplemented as follows:
(a) NORMAL RETIREMENT DATE. Participant's "Normal Retirement Date," as
defined in paragraph 4.1(b) of the Plan, shall be age 60.
(b) NORMAL RETIREMENT BENEFIT. Notwithstanding paragraph 4.2(a) of the
Plan, the amount of Participant's Normal Retirement Benefit shall be equal to
65% of Participant's High Average Compensation less the deductions set forth in
paragraphs 4.2(a)(i) and (ii) of the Plan. For purposes of calculating High
Average Compensation the incentive compensation included shall in no event
exceed 125% of the incentive target set for SERP purposes within the most recent
Executive Management Incentive Plan participation letter.
(c) DEFINITIONS. For purposes of the Plan and this Participation Agreement,
the terms "Cause," "Change in Control," and "Good Reason" shall have the
meanings ascribed to those terms in the Employment Agreement entered into
between Employer and Participant effective as of December 1, 1999, as it may be
amended or from time to time or superseded by Employment Agreements intended to
replace it, rather than the definitions included in paragraph 4.6 of the Plan.
The Employment Agreement includes two definitions of Good Reason -- the standard
definition that applies prior to a Change in Control and a modified definition
that applies after a Change in Control. The standard definition will apply for
purposes of the Plan and this Participation Agreement unless a Change of Control
occurs, after which the post-Change in Control definition will apply.
XXX XXXX CORPORATION
By:
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Xxxxxxxxx X. Xxxxx
Senior Vice President
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XXXXX X. XXXXXXXX
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