Sample Business Contracts

Management Supplemental Retirement Agreement - Double Envelope Corp. and William C. Britts

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     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


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 

     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:

                                              Double Envelope Corporation

                                              By /s/
                                                 Its President



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