1
EXHIBIT 10
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
THIS AGREEMENT is made this 20th day of July, 2001 by and between
Yellow Corporation, a Delaware Corporation (the "Company"), and "Executive".
WITNESSETH:
-----------
WHEREAS, the Company desires to employ the Executive in a senior level
position; and WHEREAS, in order to properly compensate Executive and provide
for his retirement, the Company desires that Executive should receive, these
retirement benefits;
NOW, THEREFORE, the Company agrees to provide Executive with
supplemental monthly benefits in a manner and subject to the terms and
conditions set forth below.
1. The Company agrees to provide a supplemental monthly benefit to
Executive and after Executive's death, to Executive's beneficiary who
is entitled to survivor benefits under the Plan, based upon a benefit
calculation using the following assumptions;
a) "Credited" Service", shall be assumed to be two (2) years for
each year of service from the date of the Executive's
employment or twenty (20) years, whichever is greater, with
the twenty-year option applying only in the event that
Executive retires on or after his/her normal retirement date
(65). For example, after five years of employment the
Executive's Credited Service shall equal 10 years. At age 65,
Executive's credited service shall equal 20 years.
b) If the Executive is employed by Yellow for less than five (5)
years, "Average Final Compensation" shall be calculated as the
average "base wage" as so defined in Section 2.1 (h) (2) of
the Plan for actual number of years of employment, with
partial years annualized;
c) Any vested accrued benefit which the Executive is paid under
the Pension Plan, shall reduce any supplement retirement
benefits payable under this Agreement; and
2
d) The defined terms under this Agreement shall have the meanings
provided in the Yellow Freight Office, Clerical, Sales and
Supervisory Personnel Pension Plan as restated as of January
1, 1989, as amended all as in existence as of the Effective
Date of this Agreement (collectively the "Pension Plan")
unless another meaning is expressly provided in this Agreement
or unless the Executive and Yellow agree in writing to apply
any subsequent amendments, revisions, interpretations or
restatements of the Pension Plan.
2. Vesting
Notwithstanding the vesting provisions of Section 4 (e), the Executive
shall become 100% vested in the supplemental retirement benefits
provided under this Agreement upon his date of employment.
3. In the event of Executive's death before retirement, under
circumstances which would entitle his surviving spouse to benefits
under the Plan, the Company shall pay a supplemental monthly benefit to
his surviving spouse equal to the difference between:
a) The monthly benefit as calculated under this Agreement as a
joint and 50% benefit, and
b) The monthly benefit actually paid by the Plan to Executive's
spouse.
4. Taxability of Benefit
The Executive and Company understand and agree that for federal tax
purposes, all supplemental retirement benefits paid under this
agreement to the Executive or his spouse shall be treated as ordinary
income under the applicable provisions of the Internal Revenue Code of
1986, as amended, and are subject to any taxes required to be withheld
by federal, state or local law; provided that the Executive shall have
the right to determine the timing of any withholding within the
parameters permitted under the Code and under any Regulations or
proposed Regulations under Code Section 3121 (v) or any successor
thereto.
3
5. This Agreement may be canceled or amended only with the express written
consent of both the Company and Executive.
6. The Company shall have the responsibility and authority to interpret
the provisions of this Agreement.
7. This Agreement shall be construed pursuant to the laws of the State of
Kansas.
8. This Agreement shall be binding on the parties hereto, their heirs,
representatives, successors, beneficiaries, and assigns.
9. This Agreement is not and shall not be construed to be a contract for
employment or continued employment.
IN WITNESS WHEREOF, this Agreement is entered into on the date and year first
above written.
ATTEST: YELLOW CORPORATION
BY: /s/
- ------------------------------------- ----------------------------------------
/s/ WILLIAM D. ZOLLARS
----------------------------------------
William D. Zollars, President and CEO
/s/ /s/ DONALD G. BARGER
- ------------------------------------- ----------------------------------------
Signature of Witness Executive
/s/
- -------------------------------------
Printed Name of Witness