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EXHIBIT 10.42
CENTRUM INDUSTRIES, INC.
EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN
Effective June 10, 1998
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CENTRUM INDUSTRIES, INC.
EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
PAGE
1. PURPOSE .............................................................1
2. DEFINITIONS .........................................................1
3. ADMINISTRATION ......................................................2
4. ELIGIBILITY AND PARTICIPATION .......................................2
5. DEFERRAL ELECTIONS ..................................................2
6. ACCOUNTS ............................................................3
7. PAYMENT OF ACCOUNT BALANCES .........................................4
8. AMENDMENT AND TERMINATION OF THE PLAN ...............................4
9. MISCELLANEOUS .......................................................5
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CENTRUM INDUSTRIES, INC.
EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN
1. PURPOSE.
The purpose of this Centrum Industries, Inc. Executive Employees
Deferred Compensation Plan is to permit elected corporate officers and
other executive employees of Centrum Industries, Inc. and certain
companies affiliated with it to elect to defer receipt of all or part
of their regular, incentive, and/or performance-based compensation.
2. DEFINITIONS. As used herein:
"Account" means a deferred compensation memorandum account established
and maintained on the books of the Company to reflect an Executive's
interest in the Plan;
"Award Period" means, with respect to a Performance Award, the "Award
Period" (as defined in the Performance Award Plan) to which it relates;
"Board" means the Board of Directors of Centrum;
"Centrum" means Centrum Industries, Inc., a Delaware corporation;
"CEO" means the Chief Executive Officer of Centrum;
"Committee" means the Compensation Committee of the Board or any other
committee of the Board to which administrative authority with respect
to the Plan may be delegated by the Board;
"Company" means the group of companies consisting of Centrum and each
corporation (or limited liability company, partnership, or other
unincorporated business entity) 50 percent or more of the voting shares
(or other ownership interests) of which are owned, directly or
indirectly, by Centrum;
"Current Compensation" means any salary, bonus, and/or other form of
current cash remuneration for services rendered to or on behalf of the
Company by an Executive other than a Performance Award;
"Deferral Election" means an election made by an Executive pursuant to
and in accordance with Section 5 of the Plan;
"Executive" means an elected corporate officer or other key management
employee of the Company eligible to participate in the Plan pursuant to
and in accordance with Section 4 of the Plan;
"Performance Award" means a "Performance Award" as defined in and
payable to an
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Executive in cash under the Performance Award Plan;
"Performance Award Plan" means the Centrum Industries, Inc. Performance
Award Plan, as from time to time in effect;
"Plan" means this Centrum Industries, Inc. Executive Employees Deferred
Compensation Plan, as from time to time in effect; and
Words of the masculine gender include correlative words of the feminine
and neuter genders and vice versa, and words denoting the singular
include the plural and vice versa.
3. ADMINISTRATION.
The Plan shall be administered by the Committee. The administrative
powers of the Committee shall include the powers to interpret the Plan
and to exercise full and complete discretion to adopt, modify, and/or
rescind (or to authorize the CEO to adopt, modify, and/or rescind) any
rules, determinations, policies, or procedures deemed necessary or
appropriate for the maintenance and administration of the Plan. Any
provision hereof to the contrary notwithstanding, only the Committee or
the Board may exercise any discretionary and/or administrative
authority under the Plan with respect to the CEO's participation in the
Plan, and neither the Board nor the Committee may delegate any such
authority to the CEO or to any other officer, employee, or committee of
Centrum (other than another committee of the Board of which the CEO is
not a voting member).
4. ELIGIBILITY AND PARTICIPATION.
Any elected corporate officer of the Company, and any other key
management employee recommended by the CEO and approved by the
Committee, shall be eligible to participate in this Plan. No member of
the Board who is not an employee of the Company shall be eligible to
participate in the Plan, but a member of the Board who is otherwise
eligible to participate in the Plan shall not be disqualified from such
participation solely by reason of such Board membership.
5. DEFERRAL ELECTIONS.
5.1 Each Executive may elect from time to time, by written notice to
the CEO or, in the case of an election by the CEO, to the Board or the
Committee, to defer his receipt, subject to the provisions of the Plan,
of
(a) all or any specified part of his Performance Award, if any, to
be earned for an applicable Award Period ending thereafter;
and/or
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(b) all or any specified part, up to and including 100 percent, of
his Current Compensation to be earned for the next pay period
and thereafter.
5.2 Each Deferral Election with respect to a Performance Award shall be
made at such time and in such manner as may be permitted pursuant to
rules and procedures of uniform application adopted by the Committee;
shall be irrevocable; and shall apply only to the Performance Award
with respect to which it is made. The rules and procedures to be
adopted by the Committee under this Section 5.2 shall specify the time
within which any such Deferral Election shall be made (which shall in
all events be before the date on which such Performance Award becomes
payable to the electing Executive under the applicable provisions of
the Performance Award Plan) in accordance with Section 9.5 of the Plan.
5.3 Each Deferral Election with respect to an Executive's Current
Compensation shall be made before the first pay period to which it
applies. An Executive may elect prospectively to change the rate of or
revoke his Deferral Election with respect to his future Current
Compensation at such times and with such frequency as may be permitted
pursuant to rules and procedures of uniform application adopted by the
Committee. Until so changed or revoked, such a Deferral Election shall
remain in effect with respect to all Current Compensation earned by the
Executive after the date thereof.
5.4 Notwithstanding the foregoing provisions of this Section 5, an
Executive may make a Deferral Election with respect to all or any
specified part of any unpaid Performance Award and/or Current
Compensation by written notice to the CEO or, in the case of a Deferral
Election by the CEO, to the Board or the Committee, given within one
month after the date on which this Plan is initially adopted or, if
later, within one month after the date on which such Executive first
becomes eligible to participate in this Plan.
6. ACCOUNTS.
6.1 All amounts deferred under the Plan shall be credited by the
Company, as of the date such amounts would otherwise be payable to the
Executive in the absence of a Deferral Election, to the Executive's
Account and shall, until paid or distributed in full, accrue interest,
compounded quarterly, at an annual rate equal from time to time to the
prime rate reported under "Money Rates" in the Wall Street Journal or
at such other rate as the Board may at any time and from time to time
designate prospectively.
6.2 The Company shall be under no duty to segregate or set aside any
amount credited to any Account from the general assets of the Company,
but the Board may, in its discretion, direct the establishment of any
trusteed, insured, or other payment arrangement from which the
Company's obligations as to an Executive under the Plan may be paid. No
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Executive, beneficiary, estate, or other person claiming through or
under an Executive shall have any legal or beneficial property interest
whatsoever in any assets of the Company or in any such payment
arrangement which may be established at the direction of the Board
except as may be expressly provided by such payment arrangement.
Neither the establishment of an Account nor the crediting of any
amounts thereto nor the establishment of any payment arrangement
(except as may be expressly provided by such payment arrangement) shall
be deemed to create a trust of any kind, any fiduciary relationship
between the Company and any person, or any collateral security for the
Company's obligations under the Plan. To the extent that an Executive
or any other person acquires a right to receive any payment from the
Company under this Plan, such right shall be no greater than that of
any other unsecured general creditor of the Company. The Company shall
provide to each Executive who has made any Deferral Election, at least
annually, a statement of his Account balance.
7. PAYMENT OF ACCOUNT BALANCES.
The entire amount credited to an Executive's Account, including accrued
interest to the date of payment, shall become payable upon termination
of the Executive's employment with the Company for any reason. Amounts
so payable shall be paid to the Executive in cash in a lump sum or, if
and to the extent the Executive has so elected in writing at the time
of his Deferral Elections, in such number, not to exceed 15, of equal
annual installments as the Executive has so elected plus interest on
the unpaid balance at the rate from time to time called for under
Section 6.1 of the Plan. In the event of an Executive's death before
his Account plus interest has been paid to him in full, the entire
amount then credited to his Account, including accrued interest to the
date of payment, shall be paid in cash in a lump sum to the beneficiary
or beneficiaries named by him in a written designation filed with the
Company (or, in the absence of such a designation, to his estate). All
payments hereunder shall be made or commenced as soon as practicable
after an Executive's termination of employment but in no event later
than March 31 of the following year.
8. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may at any time and from time to time amend, suspend, or
terminate the Plan in whole or in part; provided, however, that no such
amendment, suspension, or termination may, without the consent of any
Executive affected thereby, have any adverse retroactive effect on the
rights of any such Executive (or any person claiming through or under
him) under the Plan unless required by applicable law.
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9. MISCELLANEOUS.
9.1 At the request of an Executive for whom an Account has been
established hereunder or on its own initiative, the Committee may, at
any time and in its sole and unlimited discretion, accelerate the
payment of all or any part of an Executive's Account balance.
9.2 Nothing in the Plan shall confer on any Executive or any other
employee of the Company any right to continue in the employ of the
Company or, subject to the express provisions of any applicable
employment agreement, affect in any way the right of the Company to
terminate any such person's employment at any time.
9.3 Rights under the Plan shall not be assignable or transferable or
subject to encumbrance or charge of any nature, other than by
designation of beneficiary to take effect at death or, in the absence
of such designation, by will or the laws of descent and distribution.
If any Executive shall attempt to assign, transfer, encumber or charge
any such right in contravention of the foregoing, or should such right
be subjected to attachment, execution, garnishment, sequestration or
other legal, equitable or other process, it shall thereupon be
forfeited by the Executive and pass to such one or more persons as may
be designated by the Committee from among the Executive and any spouse,
child, or more remote lineal descendant of such Executive.
9.4 The Company shall have the right to deduct from any amount payable
under this Plan and/or from any other compensation payable to an
Executive at any time, any taxes required by law to be withheld with
respect to any such amount payable hereunder.
9.5 The Plan shall be binding on and inure to the benefit of the
Company, each Executive, and every person claiming through or under an
Executive, and their respective heirs, successors, and assigns.
9.6 The laws of the State of Ohio and, to the extent applicable, the
General Corporation Law of the State of Delaware, shall govern the
interpretation, validity, administration, enforcement and performance
of the terms of this Plan regardless of the law that might be applied
under principles of conflicts of laws.
9.7 This Plan is intended as a "Deferred Compensation Plan" within the
meaning of the Performance Award Plan, and Deferral Elections under the
Plan are intended to defer Executives' recognition of income, for
income tax purposes under the Internal Revenue Code of 1986, as
amended, until their actual receipt of payments from their Accounts.
The Plan shall be interpreted and administered in a manner consistent
with such intent.
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9.8 This Plan shall be effective on and after June 10, 1998.
IN WITNESS WHEREOF, the Board has caused this Plan to be
executed by a duly authorized officer of the Company this ________ day
of____________________, 1998.
CENTRUM INDUSTRIES, INC.
By__________________________
President
Attest:
______________________________
Secretary
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