EXHIBIT 10.6
AGREEMENT
This Agreement entered into this 17th day of February, 1984, between
REYNOLDS METALS COMPANY (the "Company") and D. P. Reynolds (the
"Executive"):
In consideration for the services rendered by the Executive to the
Company during 1983 and such future services as the Executive may provide
at the Company's request, the Company agrees to pay the Executive deferred
compensation in the amount of $60,000 (the "Award") subject to the
following terms and conditions:
1. Subject to the conditions set out below, payment of the Award
shall be made in cash to the Executive in ten equal annual installments
beginning March 1 (or as soon thereafter as administratively feasible) of
the calendar year following the year in which employment ceases by reason
of retirement, disability, or death. The Company will withhold from any
installment an amount sufficient to pay any applicable federal, state, or
local tax required to be withheld by the Company.
2. Notwithstanding Paragraph l above, the Compensation Committee of
the Board of Directors of the Company (the "Committee") in its sole
discretion may determine that the payment of installments to the Executive
will be made over a period or at intervals other than as set forth in
Paragraph 1, or that payments will be made in a lump sum rather than in
installments. In no case, however, shall any payment be made before
January 1 of the calendar year following the termination of employment of
the Executive except as provided in Paragraph 3.
3. The Committee in its sole discretion may accelerate the time of
payment of any installment payable under Paragraph 1 or 2 to the extent
that it deems equitable or desirable under the circumstances.
4. Any Award or remaining unpaid portions thereof which may become
payable after the death of the Executive shall be paid in installments to
his spouse or his legal representatives, or a portion to each, as the
Committee shall determine. If such death occurs after the termination of
employment, the number of such installments shall be the remaining number
which otherwise would have been paid to the Executive, and if termination
of employment is attributable to death, the number of such installments
shall be ten. However, the Committee shall possess absolute discretion in
either event to accelerate the time of payment of any such installments to
the extent that it deems equitable or desirable under the circumstances.
5. Payment of the Award shall be subject to the following
conditions:
(a) If the Executive's service with the Company terminates
within a period of one year following the date of this Agreement, such
Award shall not become payable. However, the preceding sentence shall not
be applicable in the case of termination of employment attributable to
death, disability, retirement, or severance from service under
circumstances not deemed by the Committee to be contrary to the interests
of the Company.
(b) If, without the written consent of the Committee, the
Executive at any time during the period in which he would otherwise be
entitled under Paragraph 1 to receive payment of installments engages in
the operation or management of a business (whether as owner, partner,
director, officer, employee, or otherwise) that is in substantial
competition with the Company or that renders advice to a business which is
in substantial competition with the Company, then no installments shall
thereafter be payable.
(c) If the Committee determines that payment be made to the
Executive either in a lump sum or over a period shorter than ten years, the
Executive shall be required to enter into an agreement with the Company.
Such agreement shall commence on the date of the Executive's termination of
employment and shall remain in effect for the ten-year period. Such
agreement shall provide that:
(i) The Executive shall not engage in the operation or
management of a business (whether as owner, partner, director,
officer, employee or otherwise) that is in substantial
competition with the Company or that renders advice to a business
which is in substantial competition with the Company;
(ii) If the Committee determines that the Executive has
engaged in said activities without the written consent of the
Committee, no subsequent payments shall be made;
(iii) If the Committee determines that the Executive has
engaged in said activities without the written consent of the
Committee, the Executive shall pay to the Company as liquidated
damages an amount equal in value to the excess of the aggregate
Award payments (lump sum or installment) already received by the
Executive, over the aggregate Award installments to which the
Executive would have been entitled pursuant to Paragraph l as of
the date such activities commenced.
6. The determination whether an Executive has engaged in the
operation or management of a business that is in substantial competition or
that renders advice to a business in substantial competition with the
Company shall be made by the Committee in its absolute discretion, and its
decision, including its determination of the time at which participation in
such competitive business commenced, shall be conclusive.
7. There shall be added to all payments of Awards an amount equal to
interest at the prime rate compounded semi-annually on June 30 and December
31 from the date the Award was granted to the day of payment. For the
purpose of the foregoing, the prime rate for each semi-annual period will
be equal to the average of the prime interest rates in effect on the last
day of each month during such period at The Chase Manhattan Bank, N.A.
Each installment or other payment of an Award paid to the Executive shall
include the amount accrued under this Paragraph to the date of payment on
the amount of the installment or other payment.
8. Nothing herein shall affect the rights of the Executive to
participate in any benefit plan of the Company.
9. Nothing herein shall be construed as conferring upon the
Executive any rights to continued employment by the Company.
IN WITNESS WHEREOF the parties hereto have entered into this Agreement
as of the 17th day of February, 1984.
REYNOLDS METALS COMPANY
John R. McGill
(Company)
David P. Reynolds
(Executive)