Cathxxxxx X. Xxxxxx xxxll have full power to appoint, effective at the date of her death, the entire principal and any undistributed income of Trust C, or any portion thereof, to her estate, or to any person or persons or any corporation or corporations.
Cathxxxxx X. Xxxxxx xxxll have the power to withdraw, at any one time or from time to time, any part or all of the principal of Trust C upon first giving written notice to the Trustee of her intention to withdraw.
Cathxxxxx X. Xxxxxx /s/ Cathxxxxx X. Xxxxxx -------------------------------- DEKALB Genetics Corporation By: /s/ Jack XxXxxxx -------------------------------- 5 REVISED FY1998 EARNINGS AGREEMENT FOR CATHXXXXX X. XXXXXX Xhis will confirm and describe your earnings opportunity for Fiscal 1998. Your base salary as of April 3, 1998 shall be paid at the annual rate of $165,000. You are eligible for a performance bonus targeted at a total of $75,000. The amount you actually earn may be greater or lesser than this target depending on final FY'98 performance compared to expectations. Your bonus will be based on the following: Forty-five percent, or a target bonus of $33,750, will be based on Worldwide Seed Profit Contribution as follows: FY'98 WORLDWIDE SEED % OF BONUS PROFIT CONTRIBUTION TARGET PAID ------------------- ----------- ($MM) <$58.0 0% 58.0 50 70.0 100 88.0 200 Twenty-five percent, or a target bonus of $18,750, will be based on the FY'98 U.S. Bonus Matrix as shown on Exhibit A-1. Thirty percent, or a target bonus of $22,500, will be based on the accomplishment of the following individual objective during FY'98: Demonstrate, to the satisfaction of the Chairman and President, an improved DEKALB capability to back-cross STP inbred lines so as to improve the time to market, purity, and volume available of STP hybrids for commercializing. For any bonus determined by table where the final results fall between two stated levels, the bonus percentage paid will be determined by interpolation on a prorata, straight-line basis between the surrounding two stated levels. In order to be eligible for any bonus payment, you must be employed on August 31, 1998. You may at this time elect when to receive your performance bonus payment (prior to the bonus actually being earned). Please indicate when you desire payment. X 1998 ---------- 1999 ---------- Please review this agreement carefully. If, after your review, you agree with and understand the above, please sign both copies, keep one and return the other to Human Resources. DEKALB By: /s/ Brucx X. Xxxxxxx ---------------------------------- Employee: April 10, 1998 By: /s/ Cathxxxxx X. Xxxxxx ------------------------------ ---------------------------------- Date Cathxxxxx X. Xxxxxx BENEFICIARY DESIGNATION I hereby designate the following as my beneficiary or beneficiaries to receive any payments to which I may be entitled under the Agreement to which this Exhibit B is attached and which become payable following my death. The Compa...
Cathxxxxx X. Xxxxx ---------------------------------- Name: Cathxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer Agreed and Acknowledged: AETNA U.S. HEALTHCARE INC.
Cathxxxxx X. Xxxxx -------------------------------- Notary Public [NOTARY SEAL] CATHXXXXX X. XXXXX MY COMMISSION #CC 220714 EXPIRES: AUGUST 9, 1996 Bonded Thru Notary Public Underwriters My commission expires: -------------------------- CONSENT TO ASSIGNMENT This Consent to Assignment is made as of May 24, 1993. In consideration of and in reliance upon (i) the Guaranty by Guarantor, (ii) the continued liability of Assignor, (iii) Assignee's assumption of the obligations and liabilities of Tenant under the Lease and (iv) the continued liability of Kennxxx X. Xxxxx, Xx. xxx Craix X. Xxxxxx xx individual guarantors of the Lease, the Landlord does hereby consent to the above assignment from Assignor to Assignee. LANDLORD Lawsxx Xxxelopment, Inc. By: Lee X. Xxxxxx ---------------------------- an authorized signatory COMMONWEALTH OF VIRGINIA) ) to-wit: CITY OF ROANOKE ) The foregoing instrument was acknowledged before me this 25th day of May, 1993, by Lee X. Xxxxxx, Xxesident of Lawsxx Xxxelopment, Inc., a Virginia corporation, on behalf of the corporation. -------------------------------------- Notary Public My commission expires:
Cathxxxxx X. Xxxxx ------------------------------ Notary Public My commission expires: [SEAL] CATHXXXXX X. XXXXX My Commission #cc 220714 EXPIRES: August 9, 1996 --------------------------- Bonded Thru Notary Public Underwriters
Cathxxxxx X. Xxxxxx ----------------------- Cathxxxxx X. Xxxxxx Capitol Multimedia, Inc., a Delaware corporation /s/ Igor X. Xxxxxxx ------------------- By: Igor X. Xxxxxxx Its: Chief Executive Officer 4 Cathxxxxx X. Xxxxxx Xxxexxxxx Xxxeement Option Schedule Options Granted per Severance Agreement and pursuant to the Options Previously Granted Company's Amended and Restated 1991 Employee Stock Option Plan -------------------------- -------------------------------------------------------------- Number of Shares Exercise Price Date Expiration Number of Shares Exercise Price Date Expiration Underlying Option Per Share Exercisable Date Underlying Option Per Share Exercisable Date ----------------- -------------- ----------- ---------- ----------------- -------------- ----------- ---------- 1,172 $3.9625 9/13/95 4/1/97 1,172 $3.9625 2/28/97 4/1/97 1,004 $3.9625 9/13/95 4/1/98 1,004 $3.9625 2/28/97 4/1/98 15,000 $3.9625 9/13/95 3/31/00 15,000 $3.9625 2/28/97 3/31/00 15,000 $3.9625 4/1/96 3/31/01 15,000 $3.9625 2/28/97 3/31/01 15,000 $3.9625 9/13/95 2/2/03 15,000 $3.9625 2/28/97 2/2/03 7,500 $3.9625 9/13/95 3/31/03 7,500 $3.9625 2/28/97 3/31/03 7,500 $3.9625 9/13/95 3/31/04 7,500 $3.9625 2/28/97 3/31/04 40,000 $3.7500 4/1/97 3/31/05 40,000 $3.7500 2/28/97 3/31/05 ---------------- ----------------- 102,176 102,176 5 WAIVER LETTER Ms. Xxxxxxxxx X. Xxxxxx [Home Address] Dear Ms. Xxxxxx: In connection with your termination as an employee of Capitol Multimedia, Inc. (the "Company"), you and the Company have agreed to the terms and conditions as contained in the Severance Agreement (to which the form of this letter is an attachment) concerning your termination from employment as of February 28, 1997 (the "Termination Date"). In consideration of the Company's agreement to provide the benefits, payments, and other items described in the Severance Agreement, some of which are in addition to anything which you would otherwise be entitled to receive and the receipt and sufficiency of which is hereby acknowledged, you hereby release and forever discharge the Company, its officers, directors, agents, servants, and employees, their successors, assigns, and insurers, and their parents, subsidiaries and affiliates, and any and all other persons, firms organizations, and corporations from any and all damage, losses, causes of action, expenses, demands, liabilities, and claims on behalf of yourself, your heirs, executors, administrators, and assigns with respect to all matters relating to the...
Cathxxxxx X. Xxxxxx Xxxe 2 benefits described in the Severance Agreement. You acknowledge that you have been advised in writing to consult with an attorney prior to signing this letter agreement and have had an adequate opportunity to seek advice of your own choosing. You acknowledge that you have read this letter agreement, have had an opportunity to ask questions and have it explained to you and that you understand that this letter agreement will have the effect of knowingly and voluntarily waiving any action you might pursue, including breach of contract, personal injury, retaliation discrimination on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this letter agreement. Notwithstanding the foregoing, as provided in Section 10 of the Severance Agreement, the execution of this letter agreement by you will not constitute the waiver of any indemnification rights that may otherwise be available to you. The purpose of the arrangements described in this letter and the Severance Agreement is to arrive at a mutually agreeable and amicable basis upon which to separate your employment with the Company. You and the Company agree to refrain from any criticisms or disparaging comments about each other or in any way relating to your termination from employment. Furthermore, you agree that you have returned or will return immediately, and to maintain in strictest confidence and not to use in any way, any proprietary, confidential, or other nonpublic information or documents relating to the business and affairs of Company and its affiliates. Very truly yours, Capitol Multimedia, Inc. /s/ Igor X. Xxxxxxx ------------------- By: Igor X. Xxxxxxx Its: Chief Executive Officer AGREED TO AND ACCEPTED this 28th day of February, 1997 ----------------------------- Cathxxxxx X. Xxxxxx
Cathxxxxx X. Xxxxxx xxxll nave xxxl power to appoint, effective at the date of her death, the entire principal and any undistributed income of Trust A, or any portion thereof, to any person or persons or to any corporation or corporations, in such proportions or shares as she may designate, provided, however, that no such appointment shall be made to herself, her estate, her creditors or the creditors of her estate.
Cathxxxxx X. Xxxxxx xxx have appointed in exercise of the power given her under Section 5.3. Any part remaining unappointed shall be distributed as provided in Section 9.
