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Exhibit 10.46
DEFERRED COMPENSATION AGREEMENT
AGREEMENT made as of the 15th day of June, 1997 between GOODY'S FAMILY CLOTHING,
INC. a for-profit corporation organized under the laws of the State of Tennessee
(the "Employer") and XXXXXX X. XXXXXXXXXX (the "Executive").
WITNESSETH:
WHEREAS, the Executive has performed services for the Employer since
October 20, 1971;
WHEREAS, it is intended that the Executive continue to perform services
for the Employer on the same basis;
WHEREAS, the Executive is paid on a bi-weekly basis;
WHEREAS, the Employer wishes to provide the Executive with an
opportunity to defer compensation for work performed with respect to pay periods
beginning June 15, 1997.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereby agree as follows:
1. Deferred compensation for services. The Executive agrees to a
reduction in his compensation ("Deferred Compensation") commencing June 15, 1997
and the Employer agrees to credit him with Deferred Compensation under this
Plan. Specifically, the Executive will defer $26,250 per full pay period for a
term of 16-1/2 pay periods for a total Deferred Compensation amount of $433,125
(the "Account Balance"). The Deferred Compensation will be deferred until the
time specified in Section 2, and interest will accrue from the date of crediting
until the date of payment in accordance with Section 3. Such agreement relates
only to the deferral of compensation for future services and does not obligate
the Employer to retain the Executive or derogate from its right to alter his
compensation or other terms of employment.
2. Time and manner of payment. The Executive will have no current right
to receive or to accelerate the receipt of the payments described in Section 1
or the interest earnings thereon. Instead, 60 percent of the Executive's Account
Balance plus accrued interest thereon will be paid to him on the first business
day of the Employer's fiscal year beginning after January 31, 1998. The
remaining 40 percent of the Executive's Account Balance plus accrued interest
thereon will be paid to him on the first business day of the Employer's fiscal
year beginning after January 30, 1999.
3. Interest on deferred compensation. Deferred Compensation accrued
under Section 2 will bear interest at a rate equal to 9.5 percent (the prime
rate as listed on June 13, 1997 in the Wall Street Journal plus one percentage
point), compounded daily.
4. Vesting. The Executive will be immediately vested in all Deferred
Compensation.
5. Designation of beneficiary. The Executive may designate a
beneficiary to receive any amounts that become payable to him under this
Agreement after his death. If he fails to designate a beneficiary, or if his
designated beneficiary predeceases him, his beneficiary will be deemed to be his
spouse or, if he has no surviving spouse, his estate.
6. Status of deferred compensation. The amounts due to the Executive
under this Agreement will not be funded in any way, and the Executive will have
no claim superior to that of general creditors of the Employer for any payments
to which he is entitled.
7. Assignment or alienation. Subject to Section 5, the Executive's
rights under this Agreement are personal to him and may not be assigned or
alienated, whether voluntarily or involuntarily, and any such purported
assignment or alienation shall be void and unenforceable.
8. Successors and assigns. This Agreement is binding upon the heirs,
executors and administrators of the Executive and on the successors
and assigns of the Employer.
9. Governing law. This Agreement is governed by the laws of the State
of Tennessee.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and seal, and the
Employer's duly authorized officer has executed this Agreement and affixed the
corporate seal of the Employer as of the date set forth above.
___ /s/ Xxxxxx X. Goodfriend______________________________
Xxxxxx X. Xxxxxxxxxx
[Seal] GOODY'S FAMILY CLOTHING, INC.
By__/s/ Xxxxx X. Call____________________________________________
Xxxxx X. Call
President and Chief Operating Officer
