Exhibit 10.11
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SAILORMEN, INC. SALARY CONTINUATION
EXECUTIVE RETENTION PLAN
MASTER AGREEMENT
This Executive Benefit Master Agreement is established this 15th day of January,
2001, by Sailormen Inc., of 0000 Xxxxx Xxxxxxxx Xxxx. Xxxxx 000,Xxxxx Xxxxxxx,
00000, a corporation organized and existing under the laws of the State of
Florida: hereinafter referred to as "Corporation", and certain select key
employees; hereinafter referred to as "Key Executive", who shall elect to become
a party to this Master Agreement by execution of a Joinder Agreement in a form
provided by Corporation.
Key Executives have now and for years past faithfully served the Corporation and
the Board Of Directors by Resolution has declared that their services have been
of exceptional merit; in excess of compensation paid and an invaluable
contribution to the profits and position of Corporation in its field of business
activity.
The Corporation further concludes that the continued services of such select Key
Executives is so essential to the Corporation's future growth and continued
profits that it would suffer severe financial loss should any Key Executive
leave the Corporation and prematurely terminate his/her services.
Accordingly, it is to the mutual benefit of both the Corporation and the Key
Executives that the employment relationship continue; and based upon the Key
Executive's services performed in the past and those to be performed in the
future, Corporation agrees to provide the following Executive Benefits:
I. ARTICLE ONE - DEFINITIONS
A. Normal Retirement Date:
The Normal Retirement Date shall mean retirement from service
with the Corporation which becomes effective on the first day
of the calendar month following the month in which the
Executive reaches his/her 65th birthday, with a minimum of 10
years participation in the Plan, unless waived by Executive
Committee.
B. Early Retirement Date:
Early Retirement Date shall mean a retirement from service
which is effective prior to the Normal Retirement Date, stated
above, provided the Executive Committee approves such early
retirement and Key Employee has completed a minimum of 10
years of service.
X. Xxxxxxxxx Benefits:
No Severance Benefits will be paid to the Executive in the
event he/she is discharged by the Corporation without due
cause. Any dispute as to determination of "due cause" shall be
subject to the Executive Committee. (See Vesting).
D. Termination Of Service:
No Benefits will be paid prior to Normal Retirement unless
approved by the Executive Committee, and/or a minimum of 10
full years as a participant in the Executive Retention Plan.
Termination Of Service shall mean voluntary resignation of
service by the Executive (exclusive of early retirement, or
death) or the Corporation's discharge of the Executive for due
cause.
E. Vesting:
Employees who have been a participant in the Executive
Retention Plan for a period of 10 full years (at the end of
the 10th year) will be vested at 50% if the cash value of the
retirement benefit and then 10% vested at the end of each year
thereafter. An employee will be 100% vested at the end of the
15th year or at retirement, whichever is earliest.
F. Qualifications:
A participant will be qualified based on approval by the
Executive Committee after 6 months in his/her position.
II ARTICLE TWO - EMPLOYMENT
A. Employment:
Corporation agrees to employ Executive in such capacity as the
Corporation may from time to time determine with such duties,
responsibilities and compensation as determined by the Board
Of Directors.
Executive agrees to remain in the Corporation's employment; to
devote his full time and attention exclusively to the business
of the Corporation and to use his best efforts to provide
faithful and satisfactory service to Corporation.
B. No Employment Agreement Created:
No provision of this Agreement shall be deemed to restrict or
limit any existing employment Agreement by and between the
Corporation and the Executive nor shall any conditions herein
create specific employment rights to the Executive nor limit
the right of the Employer to discharge the Executive with or
without cause. In a similar fashion, no provision shall limit
the Executive's rights to voluntarily sever his employment at
any time.
III. ARTICLE THREE - BENEFITS
The following benefits provided by the Corporation to the
Executive are in the nature of a Fringe Benefit and shall in
no event be construed to effect nor limit the Executive's
current or prospective salary increases, cash bonuses or
profit-sharing distributions or credits.
A. Retirement Benefits:
If Key Executive shall remain in the employment of the
Corporation until the "Normal Retirement Date" defined at
Article I, A, then, in such event, he shall be entitled to
receive those monthly retirement benefits from the
Corporation, as described in the booklets.
Corporation's annual contribution sums shall be those amounts
established by projected premiums to be executed hereafter, or
as amended in a form provided by the corporation.
Such retirement benefits shall commence on the first day of
the month following such "Normal Retirement Date" and shall
continue for a period of 120 months (10 years). In the event
the Executive should die following "Normal Retirement" but
before the expiration of 120 months, the unpaid balance of
such monthly payments shall be paid monthly for the remainder
of such period to the beneficiary selected by Executive in the
Joinder Agreement to be executed hereafter.
In the absence of or failure of the Executive to designate a
beneficiary, the unpaid balance shall be paid to the personal
representative of Executive's estate.
B. Early Retirement Or Severance Benefit:
Key Executive shall have no elective right to receive "Early
Retirement" or "Severance Benefits", as those terms were
earlier defined.
C. Termination Of Service Or Voluntary Resignation:
Should Key Executive voluntarily resign from his employment or
should he be discharged for cause, all Key Executive's
benefits under this Agreement shall be forfeited and this
Agreement shall become null and void with respect to that
particular Key Executive. If a dispute arises as to discharge
"for cause", such dispute shall be resolved by the Executive
Committee.
E. Death Benefit Prior To Retirement:
Should the Executive die prior to "Normal Retirement",
(exclusive of Early Retirement, Severance, Voluntary
Resignation as defined elsewhere herein), Corporation agrees
to pay a death benefit to the Executive's beneficiary
designated in the Joinder Agreement.
If the designated beneficiary should die prior to the
expiration of the 120 months, the remaining, unpaid
installments shall continue to be paid to the personal
representative of the designated beneficiary's estate.
In the absence of or a failure to designate a beneficiary, or
in the event the designated beneficiary shall have predeceased
the Executive, the unpaid balance, in payment designated
above, shall be paid to the personal representative of the
Executive's estate.
In the event the Executive's death shall be the result of
suicide within a 2 year period following the issuance of a
life insurance policy insuring Key Executive's life, or,
should Key Executive be found to have committed fraud in
completion of the insurance application, then no death
benefits, or retirement shall be payable to the Executive or
his/her beneficiary.
IV. ARTICLE FOUR - RESTRICTIONS UPON FUNDING
Corporation shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Agreement. The Key
Executive, his beneficiaries or any successor in interest to him shall be and
remain simply a general creditor of the Corporation in the same manner as any
other creditor having a general claim for matured and unpaid compensation.
The Corporation reserves the absolute right at its sole discretion to either
fund the obligations undertaken by this Agreement or to refrain from funding the
same and to determine the extend, nature and method of such funding. Should
Corporation elect to fund this Agreement, in whole or in part, through the
purchase of life insurance, mutual funds, disability policies or annuities, the
Corporation reserves the absolute right, in its sole discretion, to terminate
such funding at any time, in whole or in part. At no time shall Key Executive be
deemed to have any lien nor right, title or interest in or to any specific
funding investment or to any assets of the Corporation.
If Corporation elects to invest in a life insurance, disability or annuity
policy upon the life of Key Executive, then Key Executive shall assist the
Corporation by freely submitting to a physical exam and supplying such
additional information necessary to obtain such insurance or annuities.
V. ARTICLE FIVE - MISCELLANEOUS
A. Alienability And Assignment Prohibition:
Neither Key Executive, his widow nor any other beneficiary under
this Agreement shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify or otherwise
encumber in advance any of the benefits payable hereunder nor
shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony or separate maintenance owed by
the Key Executive or his beneficiary, nor be transferable by
operation of law in the event of bankruptcy, insolvency or
otherwise. In the event Key Executive or any beneficiary attempt
assignment, commutation, hypothecation, transfer or disposal of
the benefits hereunder, the Corporation's liabilities shall
forthwith cease and terminate.
B. Revocation:
It is agreed by and between the parties hereto that, during the
lifetime of the Key Executive, this Agreement may be amended or
revoked at any time or times, in whole or in part, by the
Corporation.
C. Gender:
Whenever in this Agreement words are used in the masculine or
neuter gender, they shall be read and construed as in the
masculine, feminine or neuter gender, whenever they should so
apply.
D. Effect on Other Corporation Benefit Plans:
Nothing contained in this Agreement shall affect the right of the
Key Executive to Participate in or be covered by any qualified or
non-qualified pension, profit-sharing, group, bonus or other
supplemental compensation or fringe benefit plan constituting a
part of Corporation's existing or future compensation structure.
E. Headings:
Headings and Subheadings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of
this Agreement.
F. Applicable Law:
The validity and interpretation of this Agreement shall be
governed by the laws of the State of Florida.
V. ERISA PROVISIONS
A. Named Fiduciary And Plan Administrator:
The "Named Fiduciary And Plan Administrator" of this plan shall
be Xxx Xxxx and Xxxxx Xxxxxx until any resignation or removal by
the Board of Directors. As Named Fiduciary and Administrator, Xxx
Xxxx and Xxxxx Xxxxxx shall be responsible for the management,
control and administration of the Salary Continuation Agreement
as established herein. They may delegate to others certain
aspects of the management and operation responsibilities of the
plan including the employment of advisors
and the delegation of ministerial duties to qualified
individuals. The Executive Committee shall be made up of the Plan
Administrators, as designated above.
B. Claims Procedure And Arbitration:
In the event that benefits under this Plan Agreement are not paid
to the Key Executive (or to his beneficiary in the case of the
Key Executive's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to
the Named Fiduciary and Administrator named above within sixty
(60) days from the date payments are refused. The Plan Fiduciary
and Administrator and the Corporation shall review the written
claim and if the claim is denied, in whole or in part, they shall
provide in writing within ninety (90) days of receipt of such
claim their specific reasons for such denial, reference to the
provisions of this Agreement upon which the denial is based and
any additional material or information necessary to perfect the
claim. Such written notice shall further indicate the additional
steps to be taken by claimants if a further review of the claim
denial is desired. A claim shall be deemed denied if the Plan
fiduciary and Administrator fails to take any action within the
aforesaid ninety day period.
If claimants desire a second review, they shall notify the Plan
Fiduciary and Administrator in writing within sixty (60) days of
the first claim denial. Claimants may review the Plan Agreement
or any documents relating thereto and submit any written issues
and comments they may feel appropriate. In its sole discretion,
the Plan Fiduciary and Administrator shall then review the second
claim and provide a written decision within sixty (60) days of
receipt of such claim. This decision shall likewise state the
specific reasons for the decision and shall include reference to
specific provisions of the Plan Agreement upon which the decision
is based.
If claimants continue to dispute the benefit denial based upon
completed performance of the Agreement or the meaning and effect
of terms and conditions thereof, then claimants may submit the
dispute to a Board of Arbitration for final arbitration. Said
Board shall consist of the Executive Committee. The parties
hereto agree that they and their heirs, personal representatives,
successors and assigns shall be bound by the decision of the
Executive Committee with respect to any controversy properly
submitted to it for determination.
Where a dispute arises as to the Corporation's discharge of Key
Executive "for cause", such dispute shall likewise be submitted
to the Executive Committee as above described and the parties
hereto agree to be bound by the decision thereunder.
IN WITNESS WHEREOF, the Corporation has executed this Executive Benefits Master
Agreement on the 15th day of January 2001.
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(Witness) (Corporation)
By:
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(Witness) (Name & Title)
SAILORMEN, INC.
EXECUTIVE RETENTION PLAN
JOINDER AGREEMENT TO MASTER AGREEMENT
