Exhibit (e)(4)(xxii)
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SENSORMATIC ELECTRONICS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
FOR DIRECTOR LEVEL EMPLOYEES
AGREEMENT, effective as of January 1, 1999, by and between Sensormatic
Electronics Corporation, a Delaware corporation having its principal place of
business at 000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000 (the "Company"), and
Xxxxxxx Xxxx residing at 0000 Xxxxxxx Xxxxx, Xxxx Xxxxx, XX 00000 (the "Key
Person").
W I T N E S S E T H:
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WHEREAS, the Key Person has been continually employed by the Company since
February 19, 1990 and has been serving in the capacity of Director Finance NAR
for at least 1 year since March 25, 1996 and, therefore, is part of the Eligible
Class described in Section 4 of the Company's Supplemental Executive Retirement
Plan For Director Level Employees (the "Plan");
WHEREAS, the Key Person is willing to continue in the employment of the
Company provided the Company agrees to provide for certain benefits in the event
of the Key Person's retirement (or when attaining Normal Retirement Age, if no
longer employed by the Company), death or disability, subject to and in
accordance with the terms and conditions of the Plan and this Agreement; and
WHEREAS, the Key Person has been selected by the Board of Directors of the
Company (the "Board"), or by a committee designated by the Board to administer
the Plan (the "Committee"), to participate in the Plan, in accordance with the
terms and conditions of the Plan;
WHEREAS, in consideration of said selection, the Key Person has agreed to
terminate his or her participation in the Company's Key Executive Supplemental
Retirement Plan, and to forfeit any and all benefits thereunder payable to him
or to her, or to any beneficiaries.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties agree as follows:
1. Termination of Certain Rights. The Key Person herewith terminates
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his or her participation in the Company's Key Executive Supplemental
Retirement Plan, and agrees with the Company that any and all benefits
payable to him or her or his or her beneficiaries thereunder at any time
are hereby waived, released and forfeited to the Company, and any agreement
thereunder between the Company and the Key Person shall immediately
terminate, shall have no further force or effect and shall be null and
void. Notwithstanding the foregoing, a Participant's final Retirement
Benefit under the Plan cannot be less than the benefit he or she would have
been entitled to receive as outlined in Schedule A to the Key Person's
Agreement under the Company's Key Executive Supplemental Retirement Plan.
2. Incorporation of Plan in This Agreement and Designation of
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Beneficiary.
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a. The Company and the Key Person hereby agree that all of the terms,
provisions, conditions and definitions of the Plan (a copy of which is
annexed hereto as Exhibit A) are hereby incorporated into this Agreement
with the same force and effect as if they were fully set forth herein.
b. Any benefit payments due under the Plan on account of the death of
the Key Person shall be made by the Company to such person(s), entity or
entities as the Key Person may designate in Schedule A annexed hereto and
made a part hereof. The Key Person shall have the right to change the
designated recipient(s) of these payments by presenting to the Company
prior to his or her death a revised designation in the form or
substantially in the form of Schedule A annexed hereto. In the event the
Key Person shall fail to designate a recipient prior to his or her death,
the payments shall be made to the Key Person's estate.
3. Employment and Termination Rights.
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This Agreement shall not be deemed to create a contract of employment
between the Company and the Key Person and shall create no right in the Key
Person to continue in the Company's employ for any specific period of time, or
to create any other rights in the Key Person or obligations on the part of the
Company, except as are set forth in this Agreement and in the Plan. Nor shall
this Agreement in any manner restrict the right of the Company at any time, with
or without cause, to terminate the Key Person's employment.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
SENSORMATIC ELECTRONICS CORPORATION
By: /s/ Per-Xxxx Xxxx
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President and Chief Executive Officer
Witnessed by:
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
SCHEDULE A
DESIGNATION OF DEATH BENEFIT RECIPIENT
UNDER SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN FOR DIRECTOR LEVEL EMPLOYEES
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The undersigned,Xxxxxxx Xxxx by requests that Sensormatic Electronics
Corporation (the "Company") (xxxx/change) its records to reflect
____________________________________________________ (1) as the designated
recipient(s) of any death benefit payable pursuant to the Supplemental Executive
Retirement Plan Agreement For Director Level Employees (the "Agreement") between
the undersigned and the Company, in the event of the undersigned's death, and to
make payments of any death benefit accrued to the above designated recipient(s)
as provided for under the term of the Plan and said Agreement. The Company is
instructed to treat the above designated recipient(s) as the Key Person's
designated recipient until such time as it receives a new "Designation of Death
Benefit Recipient" from the undersigned which makes a change.
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(Date) Xxxxxxx Xxxx
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Witness
(1) Sample Designations:
1. Xxxx Xxxxx, wife, if living, otherwise to Xxxx Xxxxx, son.
2. Xxxx Xxxxx, son, and Xxxx Xxxxx, daughter, equally, or to the survivor.
3. Xxxx Xxxxx, wife, if living, or otherwise to Xxxx Xxxxx, son, and Xxxx
Xxxxx, Daughter, equally, or to the survivor.
4. (Name of Recipient).
5. His estate.
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CONFIRMATION
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The Undersigned hereby confirms that he or she has received a copy of
the Supplemental Executive Retirement Plan for Director Level Employees and the
related Beneficiary Designation form in connection with his or her participation
in said Supplemental Executive Retirement Plan.
Signature:
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Name: Xxxxxxx Xxxx
Title Director Finance NAR
Date:
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