INCENTIVE DEFERRED COMPENSATION AGREEMENT
This Incentive Deferred Compensation Agreement is made effective
as of the 26th day of June, 1997, by and between XXXXXXX COMPUTER
RESOURCES, INC., a Delaware corporation (the "Company") and
XXXXXXX XXXXX ("Xxxxx").
W I T N E S S E T H:
WHEREAS, simultaneously with the execution of this Agreement, the
Company and Xxxxx have entered into an Employment Agreement for
the employment of Xxxxx by Company;
WHEREAS, pursuant to Section 5(b) of said Employment Agreement,
Xxxxx may be entitled to incentive deferred compensation in the
event certain economic criteria are satisfied;
WHEREAS, the parties wish to define the terms governing the
incentive deferred compensation in the event the economic
criteria and the terms and conditions of the Employment Agreement
are satisfied.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants herein set forth, the parties hereby
covenant and agree as follows:
0.
In the event Xxxxx satisfies the economic criteria set forth in
the Employment Agreement for such year and is entitled to
incentive deferred compensation, the incentive deferred
compensation shall be governed by the terms of this Agreement.
1.
In the event Xxxxx should die or become disabled during the
term of the Employment Agreement, or if the Employment Agreement
is not renewed by Company at the expiration of the initial term
or any renewal term, or in the event Company would terminate
Employee's employment without cause pursuant to Section 10(a)(v)
of the Employment Agreement or in the event Xxxxx would terminate
her employment with Company for Good Reason as defined in Section
10(a)(vi) of the Employment Agreement, all incentive deferred
compensation earned shall be vested in full and shall be payable
to Xxxxx and/or her designated beneficiary at that time. For
purposes of this Paragraph, the term "disabled" shall have the
meaning set forth in said Employment Agreement.
2.
In the event Xxxxx discontinues employment with the Company
during the initial term or any renewal term of this Employment
Agreement or if Xxxxx does not renew the Employment Agreement at
the expiration of the initial term or any renewal term and such
discontinuation of employment is not a result of Xxxxx becoming
disabled, the vested portion of her deferred compensation account
will be paid to her at said time and all non-vested amounts will
be forfeited. Provided, however, if Xxxxx would violate the terms
of her covenant not to compete and confidentiality agreement as
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set forth in Sections 8 and 9 of her Employment Agreement, the
vested portion of her deferred compensation account will likewise
be forfeited. The incentive deferred compensation shall vest
according to the following schedule:
____________________________________
Years of Service With Company or its
Subsidiaries from the Effective Date Interest
of This Agreement
Less than 1 year 0%
One year 20%
Two years 40%
Three years 60%
Four years 80%
Five years 100%
This vesting schedule shall apply separately to each year that
incentive deferred compensation is earned by Xxxxx upon the
satisfaction of the economic criteria set forth in the Employment
Agreement. Provided, however, Xxxxx shall be vested fully in all
amounts hereunder on June 26, 2002 and all amounts due hereunder
shall be paid to her on such date, notwithstanding the fact that
Xxxxx continues to be employed by the Company.
By way of illustration, if Xxxxx satisfied the economic criteria
for years 1 and 2 of the Agreement, at the end of year 2, Xxxxx
would be 40% vested as to the incentive deferred compensation
credited in year 1 and 20% vested as to the incentive deferred
compensation credited in year 2.
3.
No deferred compensation shall be paid under the terms of this
Agreement in the event Xxxxx is discharged from the service of
the Company for cause. For purposes of this Paragraph, the term
"cause" shall have the meaning set forth in Section 10(a)(iv) of
said Employment Agreement
4.
Xxxxx shall not have the right to commute, sell, transfer,
assign or otherwise convey the right to receive any payments
under the terms of this Agreement. Any such attempted assignment
or transfer shall terminate this Agreement and the Company shall
have no further liability hereunder.
5.
It is the intention of the parties that the incentive deferred
compensation to be payable to Xxxxx hereunder (if applicable)
shall be includable for Federal Income Tax purposes in her, or
such beneficiary's gross income only in the taxable year in which
she or the beneficiary actually receives the payment and Company
shall be entitled to deduct such incentive deferred compensation
as a business expense in its Federal Income Tax return in the
taxable year in which such payment is made to Xxxxx or her
beneficiary.
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6.
Nothing contained in this Agreement shall in any way affect or
interfere with the right of Xxxxx to share or participate in a
retirement plan of the Company or any profit sharing, bonus or
similar plan in which she may be entitled to share or participate
as an employee of the Company.
7.
This Agreement shall be binding upon the heirs, administrators,
executors, successors and assigns of Xxxxx and the successors and
assigns of Company. This Agreement shall not be modified or
amended except in writing signed by both parties.
8.
This Agreement shall be subject to and construed under the laws
of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the day and year first above written.
XXXXXXX COMPUTER RESOURCES, INC.
By:__________________________________
____________________________________
XXXXXXX XXXXX
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