Senior Officer Retirement Agreement - The Wackenhut Corp. and Philip L. Maslowe
SENIOR OFFICER RETIREMENT AGREEMENT
Effective August 11, 1997, THE WACKENHUT CORPORATION, a Florida
corporation (Company) and Philip L. Maslowe (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, 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, upon retirement, 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
A. If Executive terminates his employment with Company, or if Company
terminates Executive's employment prior to Executive's Retirement Date
pursuant to Section 1 above, but after August 30, 1998, 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 years of service between the
effective date of this Agreement and the date of termination of
employment (partial years of service are rounded up to a full year if
over six months and rounded down if under six months), and the
denominator of which is the number three (3); 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, or if Company
terminates Executive's employment prior to Executive's Retirement Date
but after August 30, 1998, 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
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denominator of which is the number three (3); 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.
C. If Executive terminates his employment with Company prior to August
31, 1998, or if Company terminates Executive's employment for any
reason prior to August 31, 1998, Executive or Beneficiary 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
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 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 August 31, 1999, whether sane or insane,
no payments shall be made by the Company. If the Executive shall die by
suicide after August 30, 1999, 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.
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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 of 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.
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.
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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, this Agreement shall be effective the 11th day of
August, 1997.
(Executive) (Company)
THE WACKENHUT CORPORATION
/s/ Philip L. Maslowe By: /s/ G. R. Wackenhut
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Philip L. Maslowe President and Chief Executive Officer
Attest: /s/ Frank Finizia
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(CORPORATE SEAL)
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