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EXHIBIT 10.4
RESTATED AND AMENDED DEFERRED COMPENSATION AGREEMENT
This Restated and Amended Deferred Compensation Agreement, effective
as of December 1, 1995, is made by and between Weyco Group, Inc. (the
"Company") and Xxxxxx Xxxxxxx ("Employee").
RECITALS
1. The parties hereto entered into an Amended Deferred
Compensation Agreement dated January 1, 1989; and
2. The parties hereto desire to restate and amend the Amended
Deferred Compensation Agreement dated January 1, 1989 as provided herein.
NOW, THEREFORE, Company and Employee hereby agree as follows:
1. Deferred Compensation. The deferred compensation provided for
in this Agreement shall be supplemental and in addition to any other benefits
to be paid to Employee by the Company pursuant to any employment agreement,
pension or profit sharing plan, insurance or other fringe benefit program.
2. Payments.
(a) During Employee's Lifetime. The Company shall,
regardless of whether Employee remains in Company's employment or has retired
or otherwise terminated employment, pay deferred compensation in the amounts
and at the times shown below:
Date of Payment Amount of Payment
--------------- -----------------
12/1/95 $600,000
02/1/96 $600,000
02/1/97 $700,000
02/1/98 $232,422
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Such payments represent an acceleration of the payments which would have been
made under the January 1, 1989 Amended Deferred Compensation Agreement had that
agreement not been amended and restated by this agreement. The payments called
for by this agreement have the same present value as of Employee's 65th
birthday as the payments called for by the January 1, 1989 agreement when
discounted using an interest rate of 7%.
(b) Benefits Following Death. If Employee shall die
before the payments called for by paragraph (a) above are made, such payments
shall instead be paid to his designated beneficiary.
3. Designation of Beneficiary. Employee may designate one or
more beneficiaries to receive all or any portion of the payments under this
Agreement. Each beneficiary designated shall be in writing and filed with the
Company. Employee may change any beneficiary designation at any time, and from
time to time. If, or to the extent that, Employee shall not designate a
beneficiary hereunder, or if the beneficiary shall be deceased at the time
payments to the beneficiary are to commence, then Employee's estate shall be
deemed the beneficiary. If any payment is required to be made under this
Agreement to a beneficiary who shall die after having commenced receiving
payments hereunder, such payment shall be made to the personal representative
of said beneficiary's estate.
4. Vesting. Employee shall be fully vested in the benefits
provided in this Agreement.
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5. No Trust or Separate Fund. Nothing in this Agreement and no
action taken pursuant to the provisions of this Agreement shall create or be
deemed to create a trust of any kind or a fiduciary relationship between the
Company and Employee, his designated beneficiary or any other person. Any
funds or insurance policies which may be acquired, held or invested in
connection with the provisions of this Agreement shall continue for all
purposes to be a part of the general funds of the Company, and neither Employee
nor any other person other than the Company shall have any interest in such
funds or policies by virtue of the provisions of this Agreement. To the extent
that the Employee or any other person acquires a right to receive payments from
the Company under this Agreement, such right shall be of no greater priority
than the right of any unsecured general creditor of the Company.
6. Successors. This Agreement shall be binding upon and inure to
the benefit of the Company, its successors and assigns, and Employee, and his
successors and assigns, including his heirs, executors, administrators and
legal representatives.
7. No Assignment. Except as provided herein, the right of
Employee or any other person to the payment of deferred compensation or other
benefits under this Agreement shall not be assigned, transferred, pledged,
disposed or encumbered except by will or by the laws of descent and
distribution, and no payments of benefits hereunder shall be subject to
execution, garnishment, attachment or to any other judicial process.
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8. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Wisconsin.
9. Not Deemed Compensation for Other Benefits. Any deferred
compensation payable under this Agreement shall not be deemed salary or other
compensation to Employee for the purpose of computing benefits to which he may
be entitled under any pension, profit sharing or other plan or arrangement of
the Company for the benefit of its employees.
10. No Right of Employment. Nothing contained in this Agreement
shall be construed as conferring upon Employee the right to continue in the
employ of the Company as an executive or in any other capacity.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EMPLOYEE:
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
WEYCO GROUP, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Chairman of the Board
Attest:
/s/ Xxxx Xxxxxxxxxx
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Secretary
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