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EXHIBIT 10.16
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made effective as of September 1, 1996, by and
between United Refining Company, a Pennsylvania corporation with principal
offices at 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxx 00000 (the "Company"), and
Xxxxxx X. Xxxxxx (the "Executive").
WHEREAS, the Executive is a key employee of the Company, possessing
substantial knowledge and experience in the business of the Company, and such
knowledge and experience have been, and continue to be, of great value to the
Company in the conduct of its business;
WHEREAS, the Executive has been employed by the Company as the Vice
President and Chief Operating Officer for many years, during which time, based
upon his performance, his compensation has been less than which was otherwise
deserved;
WHEREAS, the Company desires to secure for itself the continued
services of Executive until Executive retires, and to provide certain deferred
compensation benefits for Executive, to become payable upon his retirement, in
consideration of the Executive's past and future services to the Company;
NOW THEREFORE, in consideration of the above premises and the
agreements and covenants hereinafter contained, the Company and the Executive,
intending to be legally bound, mutually agrees as follows:
1. DEFINITIONS. For the purposes of this Agreement, the
following terms shall be defined as set forth in this Section 1.
Retirement Age: "Retirement Age" shall mean the date upon
which the Executive elects to retire; provided that Executive remains
continuously in the employ of the Company from the date hereof until such date.
2. RETIREMENT OF EXECUTIVE.
Deferred Compensation. Upon attaining Retirement Age,
Executive shall retire, whereupon the Company shall pay the Executive a joint
and fifty percent survivor retirement benefit of Twelve Thousand Three Hundred
Three Dollars and Eighty-Four Cents ($12,303.84) per year payable in equal
monthly installments of One Thousand Twenty Five Dollars and Thirty-Two Cents
$(1,025.32) for a period ending at the end of the month in which Executive's
death occurs and a fifty percent survivor benefit payable to your spouse, if she
survives you, for her life ending at the end of the month in which her death
occurs. The fifty percent survivor benefit shall equal Six Thousand One Hundred
Fifty-One Dollars and Ninety-Two Cents ($6,151.92) per year and shall continue
to be paid in equal monthly installments of Five Hundred Twelve Dollars and
Sixty-Six Cents ($512.66).
The retirement benefits will be payable on the 15th day of
the month with the first payment due on the first day of the month following the
date on which the Executive reaches Retirement Age.
3. NONDISCLOSURE, NONCOMPETITION AND NONINTERFERENCE
3.1 Nondisclosure: Executive shall at all times hold in strictest
confidence any and all confidential information within his knowledge concerning
the products, services, businesses, suppliers, and customers of the Company.
Such confidential information includes, without limitation, financial
information, sales and distribution information, price lists, customer lists and
technical information, all to the extent that such information is not intended
by the Company for dissemination to the general public.
3.2 Noncompetition. While employed by the Company, and for ten
(10) years thereafter, Executive shall not, without the prior written consent of
the Company, either directly or indirectly operate or perform any advisory or
consulting services for, invest in (other than stock in a publicly-held
corporation which is
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traded on a recognized securities exchange or over the counter, provided that
the ownership of such equity interest does not give Executive the right to
control or substantially influence the policy or operational decisions of such
corporation, or otherwise become associated with in any capacity, any
corporation, partnership, organization, proprietorship, or other entity which
develops, manufactures, prepares, sells or distributes products or performs
services then in competition with the products developed, manufactured,
prepared, sold or distributed or services performed by the Company within those
geographical areas in which the Company then develops, manufactures, sells or
distributes such products or performs such services.
3.3 Noninterference. Executive shall not, at any time, without
the prior written consent of the Company, directly or indirectly induce or
attempt to induce any employee, agent or other representative or associate of
the Company to terminate his or its relationship with the Company, or in any way
directly or indirectly interfere with such a relationship or any relationship
between the Company and any of its suppliers or customers.
3.4 Remedy for Certain Breaches. Executive acknowledges that the
restrictions on his activities under this Section 3 are required for the
reasonable protection of the Company. Executive further acknowledges and agrees
that a breach of these continuing damage to the Company for which there will be
no adequate remedy at law and agrees that in the event of any said breach, the
Company, and its successors and assigns, shall be entitled to injunctive relief
and to such further relief as is proper in the circumstances.
4. MISCELLANEOUS
4.1 No Assignment Without Consent of Company. Except as set forth
herein, no rights of any kind under this Agreement shall, without the written
consent of the Company, be transferable or assignable by the Executive, the
Executive's Spouse or any other person, or be subject to alienation,
encumbrance, garnishment, attachment, execution or levy of any kind, voluntary
or involuntary. This Agreement shall be binding upon and shall inure to the
benefit of the Company, the Executive, the Executive's Spouse and their
permitted successors and assigns.
4.2 Interpretation. All questions of interpretation, construction
or application arising under this Agreement shall be decided by the Board of
Directors of the Company, whose decision shall be final and conclusive upon all
persons.
4.3 Savings Clause. In the event that any provision or term of
this Agreement is determined by any judicial, quasi-judicial or administrative
body to be void or not enforceable for any reason, it is the agreed upon intent
of the parties hereto that all other provisions or terms of the Agreement shall
remain in full force and effect and that the Agreement shall be enforceable as
if such void or nonenforceable provision or term had never been a part hereof.
In addition, if any provision continued in Section 3 hereof is determined by any
judicial, quasi-judicial or administrative body to be void or not enforceable
for any reason, such body is hereby authorized and directed by the parties
hereto to exercise its discretion in reforming such provision for the purpose of
imposing nondisclosure, noncompetition and noninterference covenants on the
Executive that are reasonable under the circumstances and enforceable by the
Company.
4.4 No Rights In Any Property of Company. The undertakings of the
Company herein constitute merely the unsecured promise of the Company to make
the payments as provided for herein. No property of the Company is or shall, by
reason of this Agreement, be held in trust for the Executive, or any other
person, and neither the Executive or any other person shall have by reason of
this Agreement, any rights, title or interest of any kind in or to any property
of the Company.
4.5 Governing Law. This Agreement is executed in and shall be
construed in accordance with and governed by the laws of the State of
Pennsylvania, without regard to conflict of laws principles.
4.6 Employment of Executive by Company. Nothing herein shall be
construed as an offer or commitment by the Company to continue the Executive's
employment with the Company for any period of time.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the day and year first above written.
United Refining Company
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, President
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
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