Deferred Compensation Agreement - The Wackenhut Corp. and Fernando Carrizosa
DEFERRED COMPENSATION AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and
Fernando Carrizosa (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 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 September 30, 2003,
(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 $4,166.00 monthly for two hundred forty (240) months.
3. TERMINATION OF EMPLOYMENT. A. If Executive terminates his employment with
Company, or if Company terminates Executive's employment prior to Executive's
Retirement Date but after March 30, 1994 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 ten (10); 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 Executive terminates his employment with Company prior to
March 30, 1994, or if Company terminates Executive's employment for any
reason prior to March 30, 1994, Executive shall receive no payments
whatsoever under this Agreement.
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 as provided in Section 6 of this Agreement and hereinafter referred
to as Beneficiary) a monthly amount of $4,166.00 commencing with the first month
following death and continuing for one hundred twenty (120) months thereafter.
In the case of death of
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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 $4,166.00 by the fraction determined from
subsection 3.A. of this Agreement, or b) $4,166.00, 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, 1990, whether sane or insane, no payments shall
be made by the Company. If the Executive shall die by suicide after June 30,
1990 the Company shall make such payments as would be required by this Agreement
had Executive died at that time other than by suicide.
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.
8. INSURANCE. If Company shall elect to purchase a life insurance contract to
provide Company with funds to make payments hereunder, Company shall at all
times be the sole and complete Owner and beneficiary of such contract, and
shall have the unrestricted right to use all amounts and exercise all options
and privileges thereunder without knowledge or consent of Executive or
Beneficiary or any other person, it being expressly agreed that neither
Executive nor Beneficiary nor any other person shall have any right, title or
interest whatsoever in or to any such contract.
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9. SOURCE OF PAYMENTS. Executive, Beneficiary and any other person or
persons having or claiming a right to payments hereunder or to any
interest in this Agreement shall rely solely on the unsecured promise of
Company set forth herein, and nothing in this Agreement shall be
construed to give Executive, Beneficiary or any other person or persons
any right, title, interest or claim in or to any specific asset, fund,
reserve, account or property of any kind whatsoever owned by Company or
in which it may have any right, title or interest now or in the future,
but Executive shall have the right to enforce his claim against Company
in the same manner as an unsecured creditor.
10. AMENDMENT. This Agreement may be amended at any time or from
time to time written agreement of the parties.
11. ASSIGNMENT. Neither Executive, nor Beneficiary, nor any other
person entitled to payments hereunder shall have power to transfer,
assign, anticipate, mortgage or otherwise encumber in advance any of
such payments, nor shall such payments be subject to seizure for the
payment of public or private debts, judgments, alimony or separate
maintenance, or be transferable by operation of law in event of
bankruptcy, insolvency or otherwise.
12. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto, their heirs, executors, administrators, successors and assigns.
The Company agrees it will not be a party to any merger, consolidation
or reorganization, unless and until its obligations hereunder shall be
expressly assumed by its successor or successors.
IN WITNESS WHEREOF the parties have executed this Agreement
effective the 30th day of March, 1989.
(Executive) (Company)
THE WACKENHUT CORPORATION
/s/ Fernando Carrizosa By: /s/ Richard R. Wackenhut
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Fernando Carrizosa President
Attest: /s/ J.P. Rowan
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(CORPORATE SEAL)