Exhibit 10.12A
PIEDMONT MANAGEMENT COMPANY INC.
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DEFERRED COMPENSATION AGREEMENT
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THIS AGREEMENT, dated as of February 2, 1981, by and between
Piedmont Management Company Inc. ("Management") and Xxxxxx X. XxXxxxxxx
("Employee").
W I T N E S S E T H :
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WHEREAS, Employee is performing services for Management under an
agreement or understanding pursuant to which such employment may be
terminated at any time by Management or Employee; and
WHEREAS, Employee is a key executive and an important factor in
the operation of the business of Management; and
WHEREAS, Management wishes to provide Employee with additional
incentive to continue in the employ of Management, and Employee is willing
to accept the terms and conditions under which said additional incentive
will be provided as hereinafter set forth;
NOW, THEREFORE, it is mutually agreed as follows:
Section 1. Accrual of Benefits. Management hereby agrees that
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it will accrue in respect of the employment of Employee $2,500 on June 30,
1981 and $5,000 on June 30, 1982, and $5,000 on each June 30 from 1982
until Employees death or other termination of employment. In respect of
the employment of Employee during any period of less than a year beginning
on July 1 of any year and ending on the date of Employee's death or other
termination of employment, Management shall accrue an amount determined by
multiplying the amount which would have been accrued on the next following
June 30 if his employment had continued until such June 30 by a fraction,
the numerator of which is the number of days between such July 1 and such
date of death or termination and the denominator of which is 365. No
further benefits shall be accrued by Management in respect of the
employment of Employee after such date of death or termination.
Section 2. Payment of Benefits. Benefits accrued under this
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Agreement shall be payable to Employee or, in case of Employee's death, to
his estate as set forth below:
(a) In case of Employee's death, the full amount of benefits
accrued to the date of death shall be payable to Employee's
estate.
(b) In case of Employee's other termination of employment
(otherwise than by dismissal for cause), a percentage of the
amount of benefits accrued to the date of such termination
shall be payable to Employee in accordance with the
following table:
Termination During Percentage of Accrued
Year Beginning July 1 Benefits Payable
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1981 10%
1982 20%
1983 30%
1984 40%
1985 50%
1986 60%
1987 70%
1988 80%
1989 90%
1990 or thereafter 100%
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(c) In case of Employee's dismissal for cause, of which Management
shall be sole judge, no benefits shall be payable to Employee
under this Agreement.
Section 3. Method of Payment. Benefits which become payable
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pursuant to the provisions of Section 2 shall be paid, without interest, at
the option of Management, either
(a) in full within 30 days after the date of Employee's death or
other termination of employment (otherwise than by dismissal
for cause), as the case may be, or
(b) in five equal annual installments within 30 days after the
date of Employee's death or other termination of employment
(otherwise than by dismissal for cause), as the case may be,
and within 30 days after each of the next four anniversaries
of such date.
Section 4. Miscellaneous. Employee shall have no right to assign
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any of his benefits hereunder. This Agreement shall be binding on the
parties hereto and on the successors and assigns of Management, including
any corporation succeeding to substantially all of the business and assets
of Management as a result of any sale thereof by Management or as a result
of any merger, consolidation or other reorganization to which Management is
a party. This Agreement shall not be construed as giving Employee any
right to continue
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his employment by Management.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
PIEDMONT MANAGEMENT COMPANY INC.
BY /s/ X. X. Xxxxxxxxxx
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Chairman of the Board
/s/ Xxxxxx X. XxXxxxxxx
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Xxxxxx X. XxXxxxxxx
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