Exhibit 10.17
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DEFERRED COMPENSATION AGREEMENT
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THIS DEFERRED COMPENSATION AGREEMENT, (the "Agreement") is
made and entered into on January 10, 2000 by and between LEUCADIA NATIONAL
CORPORATION, a New York corporation (the "Company"), and Xxxxxx X. Xxxx, (the
"Executive"), collectively the parties ("Parties").
WITNESSETH:
WHEREAS, Executive is employed by the Company as Executive
Vice President; and
WHEREAS, in connection with the provision of services to
the Company in his capacity as Executive Vice President the Executive desires to
defer the receipt of certain compensation from the Company to which in the
future he may become entitled, and the Company agrees to do so, in accordance
with the terms and provisions herein contained;
NOW, THEREFORE, in consideration of the premises and the
mutual convenants and agreements herein contained, the Parties hereby agree as
follows:
1. Deferral of Payments.
The Company shall defer the payment of all bonus
compensation that may be awarded to the Executive by the Company for the year
2000. The Executive acknowledges that the Company is under no obligation to
award any bonus to the Executive and that the award of any bonus, as well as the
amount of any bonus that may be awarded, remains fully discretionary with the
Company.
Each deferred payment shall accrue interest (on the basis
of a 360-day year), compounded annually, from the first day of the month
immediately following the date on which payment otherwise would have been made
if no deferral had existed (the "First New Month Date") until the date of actual
payment, at a rate of interest equal to the 1-year Treasury xxxx rate in effect
at each First New Month Date, and the rate of interest shall be reset on the
first day of each subsequent quarter. For purposes hereof, the quarters shall
begin January 1, April 1, July 1, and October 1.
All amounts deferred pursuant to this Agreement, including
interest, shall be paid to the Executive on January 2, 2003. Notwithstanding the
preceding sentence, to the extent that the aggregate deferred payments hereunder
(including interest) exceed the maximum annual amount deductible as compensation
by the Company under applicable U.S. federal tax laws, the Company may make such
payments in two or more installments in different taxable years to permit the
Company to obtain the maximum annual deduction available.
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The rights of the Executive to the payment of the amounts
pursuant to this Agreement shall be no greater than the rights of an unsecured
general creditor of the Company and may not be assigned, pledged or otherwise
transferred by him during his lifetime to any person, whether by operation of
law or otherwise, and shall not be subject to execution, attachment or similar
proceeding. By written notice delivered to the Company, the Executive may
designate (or change a prior designation of) one or more beneficiaries (or his
estate) to receive payment hereunder in the event of his death.
2. Withholding.
The Executive acknowledges and agrees that the Company
shall be entitled to withhold from his compensation all federal, state, local or
other taxes which the Company determines are required to be withheld on amounts
payable to the Executive pursuant to this Agreement or otherwise. The Executive
further agrees to indemnify the Company and hold it harmless from and against
any and all taxes (and penalties thereon) and interest with respect thereto
arising out of the Executive's failure to pay fully his tax liability pursuant
to any present or future law, regulation or ordinance of the United States of
America or any state, city or municipality therein.
3. Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
4. Entire Agreement.
This Agreement constitutes the entire agreement between the
Parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings and arrangements, both oral and written,
between the Parties hereto with respect to such subject matter. This Agreement
may not be modified in any manner, except by a written instrument signed by both
the Company and the Executive.
5. Notices.
Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or facsimile transmission or when deposited in the United
States mail by registered or certified mail, return receipt requested, postage
prepaid, as follows:
If to the Company: Leucadia National Corporation
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Chief Financial Officer
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with a copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
If to Executive: Xxxxxx X. Xxxx
c/o Leucadia National Corporation
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other addresses as either the Company or the
Executive may from time to time specify to the other.
6. Notice of Termination; Applicability of Agreement.
Amounts deferred pursuant to this Agreement shall be paid
to the Executive only as provided herein. At any time, by notice in writing from
the Executive to the Company, the Executive may terminate this Agreement
whereupon any compensation earned by the Executive subsequent to such
notification shall not be subject to the provisions hereof. Amounts earned prior
to any such notification shall remain subject to the terms hereof even after
such termination.
7. Benefit; Binding Effect.
This Agreement shall be for the benefit of and binding upon
the Parties hereto and their respective heirs, personal representatives, legal
representatives, successors and, where applicable, assigns.
IN WITNESS WHEREOF, the Parties hereto have executed and
delivered this Agreement as of the day and year first above written.
LEUCADIA NATIONAL CORPORATION
By: /s/ XXXXXX X. ORLANDO
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XXXXXX X. ORLANDO
/s/ XXXXXX X. XXXX
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XXXXXX X. XXXX
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