EXHIBIT (10.8)
FIRST AMENDMENT
TO THE
SALARY CONTINUATION AGREEMENT
BY AND BETWEEN
XXXX FURNITURE CORPORATION
AND
XXXXXX X. XXXXXX
This FIRST AMENDMENT (the "First Amendment") to the Salary Continuation
Agreement (the "Agreement") dated December 6, 1984 by and between XXXX FURNITURE
CORPORATION, a Nevada Corporation (the "Company"), and Xxxxxx X. Xxxxxx
("Dunkin").
WITNESSETH:
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WHEREAS, defining "normal retirement age" for purposes of the Agreement by
reference to a tax-qualified retirement plan which has been amended and
restated several times and may be amended and restated in the future appears to
be inappropriate; and
WHEREAS, the Company and Dunkin desire to establish a grantor trust,
commonly known as a "rabbi trust," to hold assets sufficient to satisfy the
Company's financial obligations in the event of a change in control of the
Company;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein, the parties hereby agree as follows:
1. The second sentence of the initial paragraph of the Agreement shall be
and hereby is amended to eliminate the words, "normal retirement age under the
Company's Profit Sharing and Retirement Fund Plan" and to replace them with the
words, "age sixty-five."
2. The second paragraph of the Agreement shall be and hereby is amended to
eliminate the words, "normal retirement age under the Company's Profit Sharing
and Retirement Fund Plan" and to replace them with the words, "age sixty-five."
3. A new paragraph shall be and hereby is added to the conclusion of the
Agreement to read as follows:
Notwithstanding anything herein to the contrary, the Company shall enter
into a rabbi trust agreement with an unrelated, federally chartered bank
pursuant to which the Company shall initially transfer to such bank cash in
a nominal amount equal to one hundred dollars ($100.00). Such rabbi trust
shall be established within thirty days of the execution of this First
Amendment. Such trust may serve as the rabbi trust for other similar
salary continuation agreements to which the Company is a party, but the
trustee shall be required to keep a separate account therein, at least for
accounting purposes, for you. The Company shall transfer cash representing
the full value of the Company's liability to you under this Agreement
within fourteen days of a Change in Control (As
defined in Subparagraph 10(g) of the Employment Agreement dated December 1,
1993 by and between Xxxxxx X. Xxxxxxxx and Xxxx Furniture Corporation). The
aforesaid rabbi trust shall be in essential conformity with the principles
set forth in IRS Revenue Procedure 92-64.
The Agreement is hereby reaffirmed in its entirety, except with respect to the
changes made by this First Amendment on this 28th day of August, 1995.
XXXX FURNITURE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
