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Exhibit 10(pp)
AMENDMENT OF
SUPPLEMENTAL PENSION BENEFIT AGREEMENT
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THIS AMENDING AGREEMENT made as of the 1st day of August, 1997
by and between XXXXX TELECOM INC., a Delaware Corporation, ("Xxxxx") having its
principal executive offices at Beachwood, Ohio, and XXXXXX X. XXXXXXX, of Los
Angeles, California ("Colburn").
RECITALS
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X. Xxxxx maintains a retirement plan for employees designated
as the Xxxxx Telecom Inc. Corporate Retirement Plan (the "Pension Plan"), which
is intended to meet the requirements of a "qualified plan" under the Internal
Revenue Code of 1986, as amended (the "Code"); and
X. Xxxxx and Xxxxxxx have heretofore entered into a
Supplemental Pension Benefit Agreement, dated as of December 6, 1983 as amended
by certain provisions of the Employment Agreement between Xxxxx and Xxxxxxx,
dated as of June 28, 1988, and by an Amending Agreement, dated as of December 5,
1989, and as further amended and restated by an Amended and Restated
Supplemental Pension Benefit Agreement, dated as of December 20, 1990, and as
further amended and restated by an Amended and Restated Supplemental Pension
Benefit Agreement dated as of February 27, 1992 (such Supplemental Pension
Benefit Agreement, as amended hereinafter referred to as the "Pension
Agreement"), which is intended to provide an aggregate level of pension benefits
to Xxxxxxx which exceed the qualified benefits payable under the Pension Plan,
whether or not such Pension Plan benefits are limited in amount by provisions of
the Code affecting qualified plans only; and
X. Xxxxxxx'x employment by Xxxxx terminated on December 31,
1991 and he elected early retirement under the Pension Plan and an optional form
of payment under the Pension Plan.
NOW, THEREFORE, in consideration of the premises and of
Xxxxxxx'x services and significant contributions to Xxxxx, the parties hereto
agree as follows:
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I.
Paragraph 3 of the Pension Agreement is hereby amended by the
addition of the following new subsection at the end thereof:
"(d) Xxxxxxx may elect to receive his remaining Supplemental
Pension Benefit in a single cash lump sum payment. If Xxxxxxx so
elects, the amount to be paid to him shall be equal to the actuarial
present value of all remaining Supplemental Pension Benefit payments
calculated as of the date of such payment reduced by ten percent
(10%). The remaining ten percent (10%) of the actuarial present value
of all remaining Supplemental Pension Benefit payments shall be
forfeited."
II.
Paragraph 4 of the Pension Agreement is hereby amended in its
entirety to read as follows:
"4. Xxxxx shall not be required to fund, or otherwise segregate
assets to be used for payment of the Supplemental Pension Benefits
hereunder. Xxxxx may, in its sole discretion, establish a trust to
hold funds or other property to be used in payment of Supplemental
Pension Benefits hereunder; provided, however, that any funds or other
property contained therein shall remain liable for the claims of
Xxxxx'x general creditors. The obligations which Xxxxx incurs
hereunder may be satisfied only out of its general corporate funds.
Nothing contained herein, and no action taken pursuant to the
provisions of this Pension Agreement, shall create or be construed to
create a trust of any kind or a fiduciary relationship between Xxxxx
and Xxxxxxx, his designated beneficiary or any other person."
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Except as herein specifically amended the Pension Agreement is
ratified and confirmed.
This Amending Agreement and the Pension Agreement as previously
amended and restated shall be read, interpreted and construed as a single
agreement.
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IN WITNESS WHEREOF, Xxxxx Telecom Inc. has caused this Amending
Agreement to be signed by its proper officer and Xxxxxxx has hereunto set his
hand this 1st day of August, 1997.
ATTEST XXXXX TELECOM INC.
By:
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Secretary Title:
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WITNESS: XXXXXX X. XXXXXXX
/s/ /s/ Xxxxxx X. Xxxxxxx
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