Deferred Compensation Agreement - the Wackenhut Corp. and Robert C. Kneip
DEFERRED COMPENSATION AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and Robert
C. Kneip (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 March 8, 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 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 April 29, 1993, 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 April
30, 1993, or if Company terminates Executive's employment for any reason prior
to April 30, 1993, 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
1
<PAGE> 11
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 June 1, 1989, whether sane or insane, no payments shall
be made by the Company. If the Executive shall die by suicide after
May 31, 1989 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.
2
<PAGE> 12
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.
IN WITNESS WHEREOF the parties have executed this Agreement effective
the 30th day of April, 1988.
(Executive) (Company)
The Wackenhut Corporation
/s/ Robert C. Kneip By: /s/ Richard R. Wackenhut
------------------------------ -------------------------------
Robert C. Kneip President
Attest: /s/ J. P. Rowan
---------------------------
(CORPORATE SEAL)
3