Senior Officer Retirement Agreement - The Wackenhut Corp. and Timothy J. Howard
SENIOR OFFICER RETIREMENT AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and Timothy
J. Howard (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 August 30, 2008,
(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 of Executive's retirement, at any time after the execution
of this Agreement, and commencing with the first month after Executive
actually retires, Company will pay Executive $8,333.00 monthly for two
hundred forty (240) months.
3. TERMINATION OF EMPLOYMENT.
If Executive terminates his employment with Company, or if Company
terminates Executive's employment prior to Executive's Retirement Date
but after May 7, 1999, Company shall pay Executive monthly, commencing
with the first month after executive's Retirement Date and continuing
for two hundred forty (240) months, the amount specified in Section 2
above. 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.
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 Agrement 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
Executive after termination of employment with Company, but before his
Retirement Date, the Company shall pay to beneficiary $4,166.00
commencing with the first month following death and continuing for one
hundred twenty (120) months thereafter. If Executive dies within two
hundred forty (240) months following his Retirement Date and while
receiving payments hereunder,
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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.
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 not 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 any unsecured creditor.
10. AMENDMENT.
This Agreement may be amended at any time or from time to time by
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.
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IN WITNESS WHEREOF the parties have executed this Agreement effective
the 2nd day of August, 1999.
(Executive) (Company)
THE WACKENHUT CORPORATION
/s/ Timothy J. Howard By: /s/ R. R. Wackenhut
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Timothy J. Howard President and Chief Operating Officer
Attest: /s/ Sandra Nusbaum
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[CORPORATE SEAL]
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