EXHIBIT 10.17
DEFERRED COMPENSATION AGREEMENT
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This Agreement made as of September 3, 1979, by and between Nationwide
Mutual Insurance Company, an Ohio corporation having its principal office at Xxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxx (hereinafter referred to as the "Company") and
D. Xxxxxxx XxXxxxxx, residing at 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxx
(hereinafter referred to as "Executive").
W I T N E S S E T H:
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WHEREAS, as an inducement to Executive to enter into employment of Company
commencing September 3, 1979, Company agreed to provide Executive with a
supplemental retirement income outside the Nationwide Retirement Plan in an
amount which, when added to Executive's retirement income from the Nationwide
Retirement Plan and from the New England Life Home Office Retirement Plan, would
equal the amount of retirement income Executive would have received under the
Nationwide Retirement Plan had executive commenced employment with Nationwide
on January 31, 1973; and
WHEREAS, Executive commenced employment as a Vice President with Company on
September 3, 1979, and is continuing such employment in reliance upon Company's
agreement as aforesaid, and Company and Executive desire to reduce their
aforesaid agreement to writing,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Company and Executive agree as follows:
1. Employment. Company hereby employs Executive as Vice President.
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Executive hereby accepts such employment and agrees to perform the duties
assigned to him to the best of his ability and in conformity with the directions
of Company's Board of Directors, General Chairman and President.
2. Deferred Compensation Payments. In addition to Executive's current
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salary as fixed by the Board of Directors, and other compensation and employee
benefits to which Executive is entitled, Company agrees, that if Executive
continues to work for Company or any of its affiliates or subsidiaries until
his 55th birthday on March 30, 1992, the following shall apply:
In the event of Executive's retirement or death after his 55th birthday,
Company will pay Executive or his spouse, whichever is applicable, an
additional monthly retirement income under a non-qualified, unfunded, deferred
compensation arrangement in an amount equal to the excess of (b) over (a),
reduced by (c), where
(a) is the monthly amount of variable annuity actually payable to
Executive or his spouse under the Nationwide Insurance Companies
and Affiliates 1976 Restated Retirement Plan.
(b) is the monthly amount of variable annuity that would have been
payable to Executive or his spouse under said Retirement Plan had
Executive's Nationwide date of hire been January 31, 1973, instead
of September 3, 1979, and
(c) is the monthly amount of retirement benefit payable to Executive or
his spouse under the New England Life Home Office Retirement Plan,
provided that such retirement benefit is payable on the same
annuity form as Executive's Nationwide variable annuity. If it is
payable on a different annuity form, the monthly amount to be taken
into account under this item (C) shall be:
(i) the monthly amount of New England Life retirement benefit
payable to Executive (or which could have been payable to
Executive) on the "Life Income With Payments Guaranteed For
Ten Years" form, divided by
(ii) the appropriate Nationwide Retirement Plan annuity factor
for the "Ten Year Certain and Continuous" form, multiplied
by
(iii) the appropriate Nationwide Retirement Plan annuity factor
for the form of annuity on which Executive's Nationwide
variable annuity is payable.
Executive's New England Life retirement benefit will be deemed to be payable
when payments actually begin.
Anything in the foregoing to the contrary notwithstanding, in the event
Executive's benefit under the New England Life Home Office Retirement Plan is
paid to him or to his spouse in a lump sum, whether before or after commencement
of his benefits under the Nationwide Insurance Companies and Affiliates 1973
Restated Retirement Plan, the monthly amount to be taken into account under (c)
above shall be the actuarial equivalent of such lump sum payment, as determined
by the Company on the basis of the assumptions then being used to determine
actuarial equivalency under said Nationwide Plan.
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3. Payments May Not Be Assigned Or Attached. No payment hereunder may be
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assigned by Executive, his spouse or his estate, and to the extent permitted by
law no sum payable under the Agreement shall be subject to legal process or
attachment for payment of any claim against any payee hereunder.
4. No Obligation To Continue Employment. It is distinctly understood and
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agreed that nothing in this Agreement shall in any way obligate the Company to
retain the Executive in its employment for any period of time, nor in any way
affect the Company's right to change at any time the Executive's future rate of
salary or other compensation or any other aspect of Executive's employment
except payment of the deferred compensation set forth in paragraph 2 hereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement this 7th
day of October, 1980.
NATIONWIDE MUTUAL INSURANCE COMPANY
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice President-Personnel
/s/ D. Xxxxxxx XxXxxxxx
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D. Xxxxxxx XxXxxxxx
Approved: Date: October 1, 1980
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Chairman of the Board
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Xx. Vice President and
General Counsel
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice President-Personnel
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AMENDMENT #1
DEFERRED COMPENSATION AGREEMENT
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This amendment made by and between Nationwide Mutual Insurance Company,
hereinafter called the Company, and D. Xxxxxxx XxXxxxxx, hereinafter called the
Executive.
WHEREAS, the Company and Executive did enter into a Deferred Compensation
Agreement on October 17, 1980 (the Agreement); and
WHEREAS, the Company desires to retain the services of Executive; and
WHEREAS, the Company and Executive desire to amend the Agreement to incorporate
additional benefits;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, Company and Executive agree to amend the Agreement, as follows:
1. Company agrees that, if Executive continues to work for Company or any
of its affiliates or subsidiaries until completing 15 years of service or
attaining age 55, whichever shall occur first, Paragraph 2(a) and (b) of the
Agreement shall be amended to read:
(a) is the total monthly amount of variable straight life annuity actually
payable to Executive under the Nationwide Insurance Companies and
Affiliates 1976 Restated Retirement Plan, the Nationwide Insurance
companies and Affiliates Unfunded Deferred Compensation Excess Benefit
Plan, and the Nationwide Supplemental Retirement Plan (hereinafter
collectively referred to as the Nationwide Retirement Plan.)
(b) is the total monthly amount of variable straight life annuity that
would have been payable to Executive under the Nationwide Retirement
Plan, if the Executive's date of hire by Nationwide had been January
1, 1973, instead of September 3, 1979.
The balance of the Agreement shall be unaffected by this amendment.
IN WITNESS WHEREOF, the parties have duly executed this Agreement this 12th day
of Oct., 1991.
NATIONWIDE MUTUAL INSURANCE COMPANY
by
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/s/ D. Xxxxxxx XxXxxxxx
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D. Xxxxxxx XxXxxxxx
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Approved:
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General Chairman
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General Counsel
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Vice President, Human Resources
