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EXHIBIT 10.8
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of January, 1991,
by and between CHASE INTERNATIONAL CORPORATION, a corporation organized under
the laws of the State of Delaware with its principal office and place of
business in Hartford, Connecticut (hereinafter called the "Employer") and ARNOLD
L. CHASE, a resident of West Hartford, Connecticut (hereinafter called the
"Employee");
W I T N E S S E T H:
WHEREAS, the Employee desires to defer receipt of his salary and any
bonuses earned from the Employer after the date hereof and until otherwise
specified in this Agreement; and
WHEREAS, the Employer desires to defer the payment of such compensation to
the Employee and is willing to assist the Employee in the deferral of such
compensation by entering into this Agreement;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the Employer and Employee agree as follows:
1. Deferred Compensation. Employee hereby irrevocably elects to defer the
receipt by him of all salary and any bonuses earned by him subsequent to the
date hereof until the earliest of such dates as are provided in paragraph 4
hereof. The Employer hereby agrees to pay the amounts of such Deferred
Compensation to the Employee, together with any increases thereon as provided in
paragraph 3 hereof, at the earliest of such dates as are provided in paragraph 4
hereof. Notwithstanding the aforesaid, to the extent that the Employee becomes
liable for Federal Social Security ("FICA") taxes or Federal Unemployment
("FUTA") taxes with respect to such Deferred Compensation, the Employer shall
pay to the Employee currently, from the amounts of compensation which would
otherwise be deferred hereunder, an amount of compensation which, after federal
income taxes are paid with respect to such amounts. would allow the Employee to
satisfy his liability for said FICA and FUTA taxes.
2. Deferred Compensation Account. Employer shall maintain on its books and
records a Deferred Compensation Account to record its liability for future
payments of Deferred Compensation and any increases thereon which may be
required pursuant to paragraph 3 below. Employer shall not be required, however,
to segregate or earmark any of its assets (or the benefit of Employee or, in the
event of his death, the Employee's spouse, estate or any other beneficiary. The
amount reflected in said Deferred Compensation Employer's general corporate
purposes and shall be available to Employer's general creditors. The amount
reflected in said Deferred Compensation Account shall not be subject in any
manner to anticipation, alienation, transfer or assignment by Employee or his
spouse, estate or any beneficiary, and any attempt to anticipate, alienate or
transfer or assign the same shall be void. Neither Employee nor his spouse,
estate or any other beneficiary may assert any right or claim by reason of this
Agreement against any specific asset of the Employer. Employee's right of
payment pursuant to this Agreement shall only be a contractual right against
Employer for the amount reflected in the Deferred Compensation Account with
respect to such Employee. Nothing contained in this Agreement, and no action
taken pursuant to the provisions hereof, shall create or be construed to create
a trust of any kind or a fiduciary relationship between Employer and Employee or
any other person.
3. Increases in Deferred Compensation. In consideration of the Employee's
election and agreement to defer the receipt of his compensation as provided
herein, the Employer agrees to credit the Employee's Deferred Compensation
Account (as maintained in accordance with paragraph 2 above) with additional
amounts of compensation at the rate of ten percent (10%) per annum for the
length of time that such Deferred Compensation amounts remain unpaid. Such
increases shall be calculated from the date such compensation would otherwise
have been paid to the Employee absent this Agreement until the date such amounts
of Deferred Compensation are actually paid, provided, however that increases
shall be credited on Deferred Compensation amounts only and shall not be
credited on prior increases made pursuant to this paragraph 3. Such increased
amounts of compensation shall be deferred in accordance with this Agreement and
shall be paid as provided in paragraph 4 below.
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4. Payment of Deferred Compensation. This Agreement shall continue in
force until the first to occur of: (1) the Employee's severance of employment,
(2) a substantial diminishment of the employment responsibilities of the
Employee, or (3) the written agreement, signed by the parties, terminating this
agreement. At such time, this Agreement shall terminate and the entire amount
then constituting the Employee's Deferred Compensation Account, including any
increases required to be credited thereon by reason of paragraph 3 above, shall
be paid to the Employee. If the severance of employment of the Employee occurs
by reason of his death, payment shall be paid to the beneficiary designated by
the Employee to receive such payment, or if none, to the Employee's spouse, if
any, or if none to the Employee's estate.
5. General Provisions.
(a) This Agreement may be amended or modified only by a written
agreement duly executed by the parties hereto and no agreement other than
one in writing executed by the parties hereto shall be binding on the
parties.
(b) Nothing contained herein shall be interpreted to impose any
obligation on Employer to continue the employment of Employee.
(c) This Agreement may be simultaneously executed in counterparts,
each of which shall be deemed to be an original but which together shall
constitute but one and the same instrument.
(d) This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut. Employer and Employee hereby
agree to submit to the jurisdiction of the state and federal courts located
in Connecticut for the resolution of any dispute that may arise under this
Agreement.
IN WITNESS WHEREOF, Employer, by its duly authorized representative, and
Employee have executed this Agreement as of the day and year first written
above.
EMPLOYER:
CHASE INTERNATIONAL CORPORATION
By /s/ CHERYL CHASE FREEDMAN
------------------------------------
Name: Cheryl Chase Freedman
Title: Executive Vice President
WITNESS:
[Signed but illegible]
- --------------------------------------
[Signed but illegible]
- --------------------------------------
EMPLOYEE:
/s/ ARNOLD L. CHASE
--------------------------------------
Arnold L. Chase
WITNESS:
[Signed but illegible]
- --------------------------------------
[Signed but illegible]
- --------------------------------------
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WORLD CABLE COMMUNICATIONS, INC.
DEFERRED COMPENSATION SCHEDULE
FOR THE YEAR ENDING DECEMBER 31, 1993
12-MAR-96
ARNOLD L CHASE
PAYMENT PAYMENT ------------------------ MONTHLY EXP MONTHLY EXP
PERIOD DATE COMP ADD COMP GRAND TOTAL COMP INTEREST
- ------- ------------ ----------- --------- ----------- ----------- -----------
FORWARD @
12/31/92 486,933.76 72,719.18 559,652.94
1 07-Jan-93 496,945.14 952.29 570,616.61
2 21-Jan-93 506,164.52 2,912.18 581,795.88 19,230.76 2,912.18
3 04-Feb-93 515,799.90 4,945.83 593,464.91
4 18-Feb-93 525,395.28 7,053.25 605,167.71 19,230.70 4,141.07
5 04-Mar-93 535,010.66 9,234.43 616,964.27 --
6 18-Mar-93 544,626.04 11,489.37 628,834.59 19,230.76 4,436.12
7 01-Apr-93 554,241.42 13,818.07 640,778.67
8 15-Apr-93 563,856.80 16,220.54 652,796.52 19,230.76 4,731.17
9 29-Apr-93 573,472.18 18,696.76 664,888.12
10 13-May-93 583,087.56 21,246.75 677,053.49
11 27-May-93 592,702.94 23,870.50 689,292.62 28,846.14 7,649.96
12 10-Jun-93 602,318.32 26,568.01 701,605.51
13 24-Jun-93 611,933.70 29,339.29 713,992.17 19,230.76 5,468.79
14 08-Jul-93 621,549.08 32,184.32 726,452.58
15 22-Jul-93 631,164.46 35,103.12 738,986.76 19,230.76 5,763.83
16 05-Aug-93 640,779.84 38,095.68 751,594.70
17 19-Aug-93 650,395.22 41,162.00 764,276.40 19,230.76 6,058.88
18 02-Sep-93 660,010.60 44,302.08 777,031.86
19 16-Sep-93 669,625.98 47,515.93 789,861.09
20 30-Sep-93 679,241.36 50,803.53 802,764.07 28,846.14 9,641.53
21 14-Oct-93 688,856.74 54,164.90 815,740.82
22 28-Oct-93 698,472.12 57,600.03 828,791.33 19,230.76 6,796.50
23 11-Nov-93 708,087.50 61,108.92 841,915.60
24 25-Nov-93 717,702.68 64,691.57 855,113.63 19,230.76 7,091.54
25 09-Dec-93 727,318.26 68,347.99 868,385.43
26 23-Dec-93 730,022.64 71,402.21 874,144.03
31-Dec-93 730,022.64 73,002.26 875,744.08 12,319.76 8,310.69
--------- --------
243,088.88 73,002.26
559,652.94 --
---------
802,741.82
=========
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WORLD CABLE COMMUNICATIONS, INC.
DEFERRED COMPENSATION SCHEDULE
FOR THE YEAR ENDING DECEMBER 31, 1993
12-MAR-96
ARNOLD L CHASE
PAYMENT PAYMENT ------------------------ MONTHLY EXP MONTHLY EXP
PERIOD DATE COMP ADD COMP GRAND TOTAL COMP INTEREST
- ------- ----------- ----------- --------- ------------ ------------ -----------
FORWARD @ 12/31/93 730,022.64 145.721.44 875,744.08
1 06-Jan-94 739,638.02 1,200.04 886,559.50
2 20-Jan-94 749,253.40 4,037.00 899,011.64 19,230.76 4,037.00
3 03-Feb-94 758,868.78 6,910.85 911,501.07
4 17-Feb-94 768,484.16 9,821.58 924,027.18 19,230.76 5,784.58
5 03-Mar-94 778,099.54 12,769.19 936,590.17
6 17-Mar-94 787,714.92 15,753.69 949,190.05 19,230.76 5,932.11
7 31-Mar-94 797,330.30 18,775.06 961,826.80
8 14-Apr-94 806,945.68 21,833.31 974,500.43 19,230.76 6,079.62
9 28-Apr-94 816,561.06 24,928.44 987,210.94
10 12-May-94 826,176.44 28,060.46 999,958.34
11 26-May-94 835,791.82 31,229.36 1,012,742.62 28,846.14 9,396.05
12 09-Jun-94 845,407.20 34,435.13 1,025,563.77
13 23-Jun-94 855,022.58 37,677.79 1,038,421.81 19,230.76 6,448.43
14 07-Jul-94 864,637.96 40,957.33 1,051,316.73
15 21-Jul-94 874,253.34 44,273.55 1,064,248.33 19,230.76 6,595.76
16 04-Aug-94 883,868.72 47,627.05 1,077,217.21
17 18-Aug-94 893,484.10 51,017.23 1.090,222.77 19,230.76 6,743.68
18 01-Sep-94 903,099.48 54,444.29 1,103,265.21
19 15-Sep-94 912,714.86 57,908.24 1,116,344.54
20 29-Sep-94 922,330.24 61,409.96 1,129,461.64 28,846.14 10,392.73
21 13-Oct-94 931,945.82 64,969.76 1,142,636.82
22 27-Oct-94 941,561.00 68,521.35 1,155,803.79 19,230.76 7,111.39
23 10-Nov-94 951,176.36 72,132.82 1,169,030.64
24 24-Nov-94 960,791.76 75,781.17 1,182,294.37 19,230.76 7,259.82
25 08-Dec-94 960,154.08 79,466.39 1,185,341.91
26 22-Dec-94 969,769.46 83,149.18 1,198,640.08
31-Dec-94 969,769.46 85,540.39 1,201,031.29 8,977.70 9,759.22
---------- ---------
239,746.82 8,540.99
875,744.08
----------
1,115,490.90
==========
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WORLD CABLE COMMUNICATIONS, INC.
DEFERRED COMPENSATION SCHEDULE
FOR THE YEAR ENDING DECEMBER 31, 1995
05-FEB-96
ARNOLD L. CHASE
----------------------------
PAYMENT PAYMENT ADD COMP MONTHLY EXP MONTHLY EXP
PERIOD DATE COMP INTEREST GRAND TOTAL COMP INTEREST
- -------- ----------- ------------- ----------- ------------ ------------ -----------
Forward @ 12/31/94 969,769.46 231,261.83 1.201,031.29
1....... 05-Jan-95 979,384.84 1,328.45 1,211,975.12
2....... 19-Jan-95 989,000.22 5,085.00 1,225,347.05 19,230.76 5,085.00
3....... 02-Feb-95 998,615.60 8,878.42 1,236,755.85
4....... 16-Feb-95 1,008,230.98 12,708.73 1,252,201.54 19,230.76 7,623.73
5....... 02-Mar-95 1,017,846.36 16,575.92 1,265,684.11
6....... 16-Mar-95 1,027,461.74 20,479.98 1,279,203.55
7....... 30- Mar-95 1,037,077.12 24,420.93 1,292,759.88 28,846.14 11,712.20
8....... 13-Apr-95 1,046,692.50 28,398.76 1,306,353.09
9....... 27-Apr-95 1,056,307.88 32,413.47 1,319,963.18 19,230.76 7,992.54
10...... 11-May-95 1,065,923.26 36,465.07 1,333,650.16
11...... 25-May-95 1,075,538.64 40,553.54 1,347,354.01 19,230.76 8,140.07
12...... 08-Jun-95 1,085,154.02 44,678.89 1,361,094.74
13...... 22-Jun-95 1,094,769.40 48,841.13 1,374,872.36 19,230.76 8,287.59
14...... 06-Jul-95 1,104,384.78 53,040.24 1,388,686.85
15...... 20-Jul-95 1,114,000.16 57,276.24 1,402,538.23 19,230.76 8,435.11
16...... 03-Aug-95 1,123,815.54 61,549.12 1,416,426.49
17...... 17-Aug-95 1,133,230.92 65,858.87 1.430,351.62
18...... 31-Aug-95 1,142,846.30 70,205.51 1,444,313.84 28,846.14 12,929.27
19...... 14-Sep-95 1,152.461.68 74,589.03 1,458,312.54
20...... 28-Sep-95 1,162,077.06 79,009.43 1,472,348.32 19,230.76 8,803.92
21...... 12-Oct-95 1,171,692.44 83.466,72 1,468,420.99
22...... 26-Oct-95 1,181,307.82 87,960.88 1,500,530.53 19,230.76 8,951.45
23...... 09-Nov-95 1,190,923.20 92,491.92 1,514,676.95
24...... 23-Nov-95 1,200,538.58 97,059.85 1,528,860.26 19,230.76 9,098.97
25...... 07-Dec-95 1,199,849.24 101,664.65 1,532,775.72
26...... 21-Dec-95 1,209,464.62 106,266.81 1,546,993.26
31-Dec-95 1,209,464.42 109,580.42 1,550,306.87 8,925.64 12,520.57
------------ ----------
239,694.96 109,580.42
1,201,031.29
------------
1,440,726.25
============
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