Deferred Compensation Agreement - The Wackenhut Corp. and Alan B. Bernstein
DEFERRED COMPENSATION AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and Alan B.
Bernstein (Executive) hereby agree as follows:
1. EMPLOYMENT. Company will employ Executive as Senior Vice President or in such
other positions as may be determined from time to time by the Board of Directors
of Company and at such rate of compensation as may be so determined. Executive
will devote his full energy, skill and best efforts to the affairs of Company on
a full-time basis. It is contemplated that such employment will continue until
April 22, 2007, (Executive's Retirement Date), but nevertheless either Company
or Executive may terminate Executive's employment at any time and for any reason
upon sixty (60) days written notice to the other.
2. RETIREMENT. In the event Executive's employment continues until his
Retirement Date it shall thereupon terminate and, commencing with the first
month after Executive actually retires, Company will pay Executive $8,333.00
monthly for two hundred forty (240) months. See Section 10 of this Agreement
concerning the right of Company to decrease the monthly amounts herein provided.
3. TERMINATION OF EMPLOYMENT. A. If Executive terminates his employment with
Company, or if Company terminates Executive's employment for "Cause" as defined
in subsection C. below, prior to Executive's Retirement Date, Company will pay
Executive monthly, commencing with the first month after Executive's Retirement
Date and continuing for two hundred forty (240) months, an amount calculated by
multiplying the monthly amount payable at retirement specified in Section 2
above by a fraction the numerator of which is the sum of the number of full
years between the date of this Agreement and the date of termination of
employment, and the denominator of which is the number four (4); provided
however, in no event shall the amount paid per month exceed the amount payable
under Section 2 of this Agreement. In the sole discretion of the Board of
Directors of Company, periods of time during which Executive may be disabled may
be treated as time of employment for purposes of this computation.
B. If Company terminates Executive's employment for any reason other
than "Cause" as defined in subsection C. below, prior to Executive's Retirement
Date, Company will pay Executive monthly, commencing with the first month after
Executive's Retirement Date and continuing for two-hundred forty (240) months,
an amount calculated by multiplying the monthly amount payable at retirement
specified in Section 2 by a fraction the numerator of which is the sum of the
number of full years between the date of this Agreement and the date of
termination of employment plus one, and the denominator of which is the number
four (4); provided however, in no event shall the amount paid per month exceed
the amount payable under Section 2 of this Agreement. In the sole discretion of
the Board of Directors of Company, periods of time during which Executive may be
disabled may be treated as time of employment for purposes of this computation.
<PAGE> 5
C. For purposes of this Agreement, termination for "Cause" is defined to
mean gross or willful misconduct on the part of Executive in the performance of
his duties as an employee of Company as determined by the Board of Directors of
Company.
4. DEATH. If Executive dies before his Retirement Date and before termination of
his employment with Company, Company shall pay Executive's named beneficiary
(designated in Section 6 of this Agreement and hereinafter referred to as
Beneficiary) a monthly amount of $8,333.00 commencing with the first month
following death and continuing for one hundred twenty (120) months thereafter.
In the case of death of Executive after termination of employment with Company,
but before his Retirement Date, the Company shall pay to Beneficiary the lesser
of a) a monthly amount determined by multiplying $8,333.00 by the applicable
fraction from either subsections 3.A. or 3.B. of this Agreement, or b) 8,333.00,
commencing with the first month following death and continuing for one hundred
and twenty (120) months thereafter. If Executive dies within two hundred forty
(240) months following his Retirement Date and while receiving payments
hereunder, Company shall pay Beneficiary the payments which would have been
made to Executive had he lived for the balance of said two hundred forty (240)
month period. If Executive shall die by suicide prior to July 1, 1987,
whether sane or insane, no payments shall be made by the Company. If the
Executive shall die by suicide after June 30, 1987, the Company shall make
such payments as would be required by this Agreement had Executive died at that
time other than by suicide. See Section 10 of this Agreement concerning the
right of Company to decrease the monthly amounts herein provided.
5. SMALL AMOUNTS. In the event the amount of any monthly payments provided
herein shall be less than Twenty ($20) Dollars, the Company in its sole
discretion may in lieu thereof pay the commuted value of such payments
(calculated on the basis of the interest rate and mortality assumptions being
used by The Northwestern Mutual Life Insurance Company of Milwaukee, Wisconsin,
to calculate immediate annuity rates on the date of this Agreement) to the
person entitled to such payments.
6. BENEFICIARY. The Beneficiary (or Beneficiaries) of any payments to be made
after Executive's death, shall be as designated by Executive and shown on
attached Exhibit A or such other person or persons as Executive shall designate
in writing to Company. If no effective designation of Beneficiaries has been
made by Executive, any such payments shall be made to Executive's estate.
7. RESTRICTIONS. Executive shall not at any time, either directly or indirectly,
accept employment with, render service, assistance or advice to, or allow his
name to be used by any competitor of the Company unless approved by the Board of
Directors of the Company. Determination by the Board of Directors of the Company
that Executive has engaged in any such activity shall be binding and conclusive
on all parties, and in addition to all other rights and remedies which Company
shall have, neither Executive nor Beneficiary shall be entitled to any payments
hereunder.
<PAGE> 6
IN WITNESS WHEREOF the parties have executed this Agreement effective
the 29th day of December, 1985.
(Executive) (Company)
THE WACKENHUT CORPORATION
/s/ Alan B. Bernstein By: /s/ Richard R. Wackenhut
------------------------------ -------------------------------
Alan B. Bernstein President
Attest: /s/ J.P. Rowan
--------------------------
(CORPORATE SEAL)