EXHIBIT 10
[For 13 Directors]
DEFERRED COMPENSATION AGREEMENT
AGREEMENT made this day of , 1997, between AGWAY
--- ----------
INC., a Delaware corporation, with its principal office in De Xxxx, New York
(hereinafter called "AGWAY"), and residing at
------------------ -------------
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(hereinafter called "Director").
RECITALS:
A. AGWAY has established a deferred compensation program for
Directors.
B. Director desires to participate in the plan upon the following
terms and conditions.
WITNESSETH:
For good and valuable consideration, the parties, intending to be
legally bound, hereby agree as follows:
1. Director hereby designates (check one)
% of per diem (or $ of per diem) only
---- ----------
% of retainer (or $ of retainer) only
---- ----------
% of both per diem and retainer (or $ of both
---- ----------
per diem and retainer)
for the period beginning January 1, 1998 and ending December 31, 1998 be
credited to Director's Reserve Account.
2. AGWAY shall maintain in its accounting records a separate account
(herein called "Director's Reserve Account") for each Director electing deferral
of
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any amount under this agreement and shall credit to the Director's Reserve
Account the item or items designated by Director in Section 1 above. The
Director's Reserve Account shall also be credited at the close of each calendar
year with an amount computed by applying the average cost-of-debt percentage as
hereinafter defined to the total average accumulated credit of the Director's
Reserve Account. "Average cost-of-debt" as used in this agreement shall mean the
average cost to AGWAY of the debt employed by AGWAY during each calendar year in
the conduct of AGWAY's business, and this average cost-of-debt shall be
determined by the Treasurer of AGWAY.
3. AGWAY and Director hereby agree that payment from the Director's
Reserve Account shall begin in the January (or as soon as practicable after
January) next following Director's attainment of age fifty-five (55) or the date
on which Director's service as Director of AGWAY terminates, whichever is
earlier.
This agreement by the Director shall be irrevocable; provided, however, that at
least six (6) months prior to January 1 of the year in which payments are
scheduled to begin, Director may request, by notice in writing to Agway, that
the commencement of payments be deferred to a specified January date later than
that on which commencement was previously scheduled. Whether to approve such a
request shall be within the discretion of the Chairman of the Board of Directors
of AGWAY, or of the Vice Chairman should Director then be serving as Chairman.
Approval of such a request shall be in writing. After approval, Director shall
have no right to payment at any date earlier than that specified in the written
approval. In any event, payments shall commence not later than the January
following the calendar year when Director reaches age seventy (70). AGWAY may
impose a thirty (30) day waiting period before the first payment is made.
4. Payment will be either (a) a lump sum payment of the entire balance
in the Director's Reserve Account; or (b) in an amount determined by multiplying
the balance in the Director's Reserve Account at the beginning of each calendar
year during which a payment is to be made by a fraction, the numerator of which
is one (1) and the denominator of which will be the number of years remaining
-2-
during which the Director's Reserve Account will be paid to Director. The
payment election must be made at least six (6) months prior to the commencement
of payment in writing to the chief financial officer of AGWAY to have the
payments made:
(A) over 3 years;
(B) over 5 years;
(C) over 10 years;
(D) over 15 years; or
(E) over 20 years.
If a timely election is not made, the entire balance in Director's Reserve
Account will be paid in a single lump sum.
If the initial annual payment computed for the applicable payment period
described above would be less than ten thousand dollars ($10,000), then,
notwithstanding the prior provisions of this Section, AGWAY may make payment (at
the sole discretion of AGWAY) either in one (1) lump sum or in annual
installments over the longest period resulting in an initial annual payment of
at least ten thousand dollars ($10,000).
5. Upon furnishing AGWAY with proper evidence of financial hardship,
Director may request a withdrawal of all or part of the balance in the
Director's Reserve Account. Whether to approve such a request shall be within
the discretion of the Chief Financial Officer of AGWAY or his designee. Approval
of such a request shall be in writing.
6. In the event of Director's death, either before or after the
payments to Director have begun, the amount payable, as provided in Section 4
above, shall be paid to the beneficiary or beneficiaries designated by Director
in the most recent notice in writing to AGWAY in installments computed in the
same manner as if Director was still living. If no beneficiary has been
designated, the amount payable, as provided in Section 4 above, shall be paid in
installments computed in
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the same manner as if Director was still living to Director's estate or, at the
sole discretion of AGWAY, the remaining balance in the Director's Reserve
Account may be paid in a lump sum to Director's estate. In the event that after
payments have commenced to the beneficiary or to the beneficiaries designated by
Director the sole beneficiary dies or all beneficiaries die, then, any remaining
balance in the Director's Reserve Account will be paid in a lump sum to the sole
beneficiary's estate or to the beneficiaries' estates. In the absence of clear
written instructions to the contrary, a designation of multiple beneficiaries
will be deemed to provide for payment to the designated beneficiaries in equal
shares, and for the payment to Director's estate of the share of any beneficiary
who predeceases Director. In the event of Director's death before the payments
to Director have begun, the payments will commence in the January (or as soon as
practicable after January), next following the date of Director's death.
7. Director agrees that AGWAY's liability to make any payment as
provided in this agreement shall be contingent upon Director's:
(a) being available to AGWAY for consultation and advice after
termination of service as a director of AGWAY, unless Director is disabled or
deceased; and
(b) retaining unencumbered any interest or benefit under this
agreement.
If Director fails to fulfill any one or more of these
contingencies, AGWAY's obligation under this agreement may be terminated by
AGWAY as to Director.
8. Director also agrees that AGWAY's obligations to make deferred
payments under this agreement are merely contractual; and that AGWAY is the
outright beneficial owner of, and does not hold for Director as trustee or
otherwise, the amounts credited to Director's Reserve Account; and that such
amounts are subject to the rights of AGWAY's creditors in the same manner and
-4-
to the same extent as all assets owned by AGWAY.
9. Neither Director nor Director's beneficiary/ies shall have the right
to encumber, commute, borrow against, dispose of or assign the right to receive
payments under this agreement.
IN WITNESS WHEREOF, AGWAY and Director have duly executed this
agreement the day and year first above written.
AGWAY INC.
/s/
By: ---------------------
Secretary
/s/
-----------------------
(Director)
DESIGNATION OF BENEFICIARY/IES
Pursuant to the provisions of this Deferred Compensation Agreement, I hereby
designate as my beneficiary/ies hereunder:
----------------------------------------
(Name of beneficiary/ies)
This designation is also effective with respect to any and all amounts of
deferred compensation accrued for my benefit under any and all Deferred
Compensation Agreements executed by me in previous years.
/s/
-------------------------------
(Director)
Date , 1997
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[For 2 Board officers]
DEFERRED COMPENSATION AGREEMENT
AGREEMENT made this day of , 1997, between AGWAY INC.,
---- ----------
a Delaware corporation, with its principal office in DeWitt, New York
(hereinafter called "AGWAY"), and residing at
--------------------------
(hereinafter called
-----------------------------------------------------------
"Director").
RECITALS:
A. AGWAY has established a deferred compensation program for
Directors.
B. Director desires to participate in the program upon the
following terms and conditions.
WITNESSETH:
For good and valuable consideration, the parties, intending to be
legally bound, hereby agree as follows:
1. Director hereby designates % (or $ ) of annual
---- -------
compensation for the period beginning January 1, 1998 and ending December 31,
1998 be credited to Director's Reserve Account.
2. AGWAY shall maintain in its accounting records a separate account
(herein called "Director's Reserve Account") for each Director electing deferral
of any amount under this agreement and shall credit to the Director's Reserve
Account the amount designated by Director in Section 1 above. The Director's
Reserve Account shall also be credited at the close of each calendar year with
an amount computed by applying the average cost-of-debt percentage as
hereinafter defined to the total average accumulated credit of the Director's
Reserve Account. "Average cost-of-debt" as used in this agreement shall mean the
average cost to
-0-
XXXXX of the debt employed by AGWAY during each calendar year in the conduct of
AGWAY's business, and this average cost-of-debt shall be determined by the
Treasurer of AGWAY.
3. AGWAY and Director hereby agree that payment from the Director's
Reserve Account shall begin in the January (or as soon as practicable after
January) next following Director's attainment of age fifty-five (55) or the date
on which Director's service as Director of AGWAY terminates, whichever is
earlier.
This agreement by the Director shall be irrevocable; provided, however, that at
least six (6) months prior to January 1 of the year in which payments are
scheduled to begin, Director may request, by notice in writing to Agway, that
the commencement of payments be deferred to a specified January date later than
that on which commencement was previously scheduled. Whether to approve such a
request shall be within the discretion of the Chairman of the Board of Directors
of AGWAY, or of the Vice Chairman should Director then be serving as Chairman.
Approval of such a request shall be in writing. After approval, Director shall
have no right to payment at any date earlier than that specified in the written
approval. In any event, payments shall commence not later than the January
following the calendar year when Director reaches age seventy (70). AGWAY may
impose a thirty (30) day waiting period before the first payment is made.
4. Payment will be either (a) a lump sum payment of the entire balance
in the Director's Reserve Account; or (b) in an amount determined by multiplying
the balance in the Director's Reserve Account at the beginning of each calendar
year during which a payment is to be made by a fraction, the numerator of which
is one (1) and the denominator of which will be the number of years remaining
during which the Director's Reserve Account will be paid to Director. The
payment election must be made at least six (6) months prior to the commencement
of payment in writing to the chief financial officer of AGWAY to have the
payments made:
(A) over 3 years;
-2-
(B) over 5 years;
(C) over 10 years;
(D) over 15 years; or
(E) over 20 years.
If a timely election is not made, the entire balance in Director's Reserve
Account will be paid in a single lump sum.
If the initial annual payment computed for the applicable payment period
described above would be less than ten thousand dollars ($10,000), then,
notwithstanding the prior provisions of this Section, AGWAY may make payment (at
the sole discretion of AGWAY) either in one (1) lump sum or in annual
installments over the longest period resulting in an initial annual payment of
at least ten thousand dollars ($10,000).
5. Upon furnishing AGWAY with proper evidence of financial hardship,
Director may request a withdrawal of all or part of the balance in the
Director's Reserve Account. Whether to approve such a request shall be within
the discretion of the Chief Financial Officer of AGWAY or his designee. Approval
of such a request shall be in writing.
6. In the event of Director's death, either before or after the
payments to Director have begun, the amount payable, as provided in Section 4
above, shall be paid to the beneficiary or beneficiaries designated by Director
in the most recent notice in writing to AGWAY in installments computed in the
same manner as if Director was still living. If no beneficiary has been
designated, the amount payable, as provided in Section 4 above, shall be paid in
installments computed in the same manner as if Director was still living to
Director's estate or, at the sole discretion of AGWAY, the remaining balance in
the Director's Reserve Account may be paid in a lump sum to Director's estate.
In the event that after payments have commenced to the beneficiary or to the
beneficiaries designated by Director the sole beneficiary dies or all
beneficiaries die, then, any remaining balance in the Director's Reserve Account
will be paid in a lump sum to the sole beneficiary's
-3-
estate or to the beneficiaries' estates. In the absence of clear written
instructions to the contrary, a designation of multiple beneficiaries will be
deemed to provide for payment to the designated beneficiaries in equal shares,
and for the payment to Director's estate of the share of any beneficiary who
predeceases Director. In the event of Director's death before the payments to
Director have begun, the payments will commence in the January (or as soon as
practicable after January), next following the date of Director's death.
7. Director agrees that AGWAY's liability to make any payment as
provided in this agreement shall be contingent upon Director's:
(a) being available to AGWAY for consultation and advice after
termination of service as a director of AGWAY, unless Director is disabled or
deceased; and
(b) retaining unencumbered any interest or benefit under this
agreement.
If Director fails to fulfill any one or more of these
contingencies, AGWAY's obligation under this agreement may be terminated by
AGWAY as to Director.
8. Director also agrees that AGWAY's obligations to make deferred
payments under this agreement are merely contractual; and that AGWAY is the
outright beneficial owner of, and does not hold for Director as trustee or
otherwise, the amounts credited to Director's Reserve Account; and that such
amounts are subject to the rights of AGWAY's creditors in the same manner and to
the same extent as all assets owned by AGWAY.
9. Neither Director nor Director's beneficiary/ies shall have the right
to encumber, commute, borrow against, dispose of or assign the right to receive
payments under this agreement.
-4-
IN WITNESS WHEREOF, AGWAY and Director have duly executed this
agreement the day and year first above written.
AGWAY INC.
/s/
By: ----------------------
Secretary
/s/
-----------------------
(Director)
DESIGNATION OF BENEFICIARY/IES
Pursuant to the provisions of this Deferred Compensation Agreement, I hereby
designate as my beneficiary/ies hereunder:
-------------------------------
(Name of beneficiary/ies)
This designation is also effective with respect to any and all amounts of
deferred compensation accrued for my benefit under any and all Deferred
Compensation Agreements executed by me in previous years.
/s/
--------------------------
(Director)
Date: , 1997
---------------
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