Management Supplemental Retirement Agreement - Double Envelope Corp. and William C. Britts
DOUBLE ENVELOPE CORPORATION
MANAGEMENT SUPPLEMENTAL RETIREMENT AGREEMENT
THIS AGREEMENT, dated for identification on the 1st day of January,
1990, by and between DOUBLE ENVELOPE CORPORATION ("Employer") and WILLIAM C.
BRITTS ("Employee");
WITNESSETH THAT:
WHEREAS, employer sponsors the "Employees' Retirement Plan of Double
Envelope Corporation" (the "Pension Plan"); and
WHEREAS, Employee is a participant in the Pension Plan; and
WHEREAS, as of January 1, 1989, the Pension Plan was amended and
restated; and
WHEREAS, some of the amendments incorporated in the amended and restated
Pension Plan resulted in a diminution of benefits to Employee; and
WHEREAS, in consideration of Employee's past and future service to
Employer, Employer desires to provide Employee with supplemental benefits to
ameliorate the effect of the aforesaid diminution of benefits;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by both parties, IT IS AGREED:
1. Commencing upon the date that retirement or death benefits under
the Pension Plan are first paid for Employee's
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account at the Employee's normal retirement, early retirement, disability
retirement or death (hereinafter inclusively referred to as "Benefit
Commencement Date") as those terms are defined in the 1989 Plan (as
hereinafter defined), as amended from time to time, and continuing for so
long as benefits are payable for Employee's account under the Pension Plan,
the Employer will supplement the Employee's retirement and death benefits
from the Pension Plan with an amount equal to the amount by which (1) the
payments which Employee would have received from the Pension Plan had the
Pension Plan in effect as of December 31, 1988, ("1988 Plan") remained in
effect until Employee's Benefit Commencement Date, exceeds (2) the greater
of (i) the payments which the Employee, in fact, is entitled to from the
Pension Plan, as it may be amended from time to time, or (ii) the payments
which the Employee is or would have been entitled to as of his Benefit
Commencement Date from the Pension Plan, as amended and restated as of
January 1, 1989 ("1989 Plan").
To this end, benefits payable under this Agreement shall be determined
in accordance with the 1988 plan, reduced by any benefits payable from the
1989 Plan, unless such 1989 Plan produces a larger benefit. All benefits
payable hereunder shall be the Acturarial Equivalent of the normal form of
payment specified in the 1988 Plan. Any factors used to determine an
Actuarial Equivalent benefit shall also be determined by the 1988 Plan.
The Employee's Board of Directors will select the method of payment,
which may be lump-sum, single-life annuity, joint and
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survivor annuity with spouse, or any other method. In the event the Board of
Directors fails to select a method of payment before the Employee's Benefit
Commencement Date, it shall be deemed to have selected the same method,
payment duration and form as Employee elects to receive under the Pension
Plan.
The Employer shall have the right to prepay the commuted value,
determined on an Actuarially Equivalent basis, of benefits in part or in full
at any time. Benefits not paid in the normal form, as provided in the 1989
Plan will be the Actuarial Equivalent of the normal form.
2. Payments may be made to the person entitled to benefits
hereunder, to his legal representative, to an adult residing in the same
household, to a trustee for the benefit of such person, or to such person's
benefit, and the receipt of any of the foregoing shall constitute a full
acquittance of Employer for such payment.
3. Nothing herein shall constitute an implied or express agreement
of employment of Employee by Employer.
4. Employee's rights and benefits hereunder may not be assigned.
Any purported assignment shall be void AB INITIO.
5. This Agreement shall terminate and Employee shall have no further
rights hereunder nor shall Employer have any obligations hereunder (i) in the
event Employee voluntarily terminates his employment with Employer except
upon early, normal or disability retirement under the Pension Plan, as
amended, or (ii) in
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the event Employee is discharged by Employer for theft, embezzlement or fraud
against Employer.
6. Employer may discontinue this Agreement at any time and for any
reason. Unless this Agreement shall be cancelled pursuant to the provisions
of Section 5, above, any cancellation by Employer shall be prospective only,
to the end that upon Employee's Benefit Commencement Date, Employee shall be
entitled to begin receiving benefits hereunder, if any are due, based upon
the amount, if any, by which accrued benefits under the 1988 Pension Plan
would exceed the accrued benefits under the 1989 Pension Plan, both computed
as of the date of cancellation of this Agreement.
7. Notwithstanding any provision herein to the contrary, if Employee
is or becomes entitled to "Cash Benefits" from Employer upon retirement
pursuant to an employment agreement, Cash Benefits will, for purposes of this
Agreement and for so long as they are paid, be deemed to be payments to which
Employee is in fact entitled under the Pension Plan as well as payment to
which Employee would be entitled, as of the Benefit Commencement Date, from
the 1989 Plan.
8. Employee acknowledges that Employer is under no obligation to set
aside or fund its obligations hereunder in advance of the date actual
payments are required to be made. Employee further acknowledges that
Employer's obligation hereunder constitutes an unsecured promise to pay
Employee on the terms and conditions herein.
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9. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia. It constitutes the entire
agreement of the parties as to the subject matter herein and may not be
amended except in writing. No waiver of any breach or default shall
constitute a waiver of any other or subsequent breach of default.
WITNESS our signatures:
EMPLOYER:
Double Envelope Corporation
By /s/
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Its President
EMPLOYEE:
/s/
--------------------------[SEAL]
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