Exhibit 10.1
DEFERRED COMPENSATION/SALARY CONTINUATION
AGREEMENT
THIS AGREEMENT, effective as of the __ day of ____, 20__, by and between
Directed Electronics, Inc. (hereinafter "the Company") and _______ (hereinafter
"the Employee").
RECITALS:
A. The Employee is a member of a select group of management or highly
compensated employees of the Company for whose valuable services the Company
wishes to provide fair and reasonable compensation.
B. The Company wishes to retain the continued services of the Employee by
providing the Employee with retirement benefits in accordance with the terms and
conditions of this Agreement.
C. The Employee agrees to accept the benefits hereunder in accordance with the
terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
acknowledged, it is mutually agreed as follows:
1. DEFERRED COMPENSATION
For the calendar year commencing January 1, ____, and for each year thereafter
during which the Employee remains a full-time employee of the Company, the
Employer shall accrue as deferred compensation for the Employee an amount equal
to ___________________________ dollars U.S. (_______). The accrual shall be
credited to the Employee's Deferred Compensation Account as of the first day of
the year provided that the Company employs the Employee on that date.
2. ADDITIONS TO DEFERRED COMPENSATION ACCOUNT
The Company shall at its discretion offer to the employee one or more indexes
upon which to base the crediting rate to the deferred compensation account.
Where more than one index is offered the employee shall designate what portion
of the deferred compensation account shall be credited with such index. The
employer may from time to time, at its sole discretion change, eliminate, or add
to the choice of indices available.
The employee may from time to time (but no more frequently than once per year)
change such designation. A change in indexing will affect the crediting rate no
later than the 10th business day following the notification to the employer by
the employee of a change in the index designation. The Company may, but shall be
under no obligation to, actually purchase the investments designated for the
Deferred Compensation Account including, but not limited to, the purchase of a
life insurance policy on the life of the Employee. If the Company elects to
purchase such a policy, the Employee agrees to cooperate in such purchase and
the application for the policy and any physical examination that may be
required.
3. NORMAL RETIREMENT BENEFIT
Upon the Employee's retirement from active employment with the Company after
declaring retirement, the Company shall pay to the Employee the balance in the
Employee's Deferred Compensation Account in five (5) annual installments
commencing on January 1 of the year following the Employee's retirement. The
first annual installment shall equal 1/5 of the balance in the Account as of the
prior December 31. The second payment shall equal 1/4 of the remaining
balance in the Account after the first annual installment. The third payment
shall equal 1/3 of the remaining balance in the Account after of the second
annual installment. The fourth payment shall equal 1/2 of the remaining balance
in the Account after the third annual installment. The fifth payment shall equal
the balance of the Account after the fourth annual installment. If the Employee
dies following the Employee's retirement date while any balance remains in the
Account, the balance of the payments, as they become due, shall be paid to the
individual or individuals designated by the Employee in writing to the Company
or, in the absence of such a designation, to the executors or administrators of
the Employee's estate (the "Employee's Beneficiary").
4. SALARY CONTINUATION BENEFIT
If the Employee dies while employed by the Company, the Company shall pay to the
Employee's Beneficiary a salary continuation benefit equal to the balance in the
Employee's Deferred Compensation Account. Payment shall be made within ninety
(90) days following the Employee's death. Notwithstanding the foregoing, if the
Employer elects to purchase a life insurance policy on the life of the Employee
as part of the Employee's Deferred Compensation Account, then the Salary
Continuation Benefit shall be a lump sum benefit in the amount of the face value
of the said life insurance policy minus the value of the premiums paid by the
Employer plus 8% of the value of the premiums paid by the Employer.
5. DISPOSITION OF COMPENSATION ACCOUNT
Employee retains the right upon any lump sum benefit distribution to reregister
and/or change title of account(s) to that of the employee's preference. Employee
is responsible for any and all Federal and State of Residence income tax due
upon lump sum benefit distribution.
6. SEVERANCE BENEFIT
If the Employee's employment terminates for any reason other than death or
retirement, the Employee shall be entitled to a severance benefit equal to the
value of the Employee's Deferred Compensation Account.
The severance benefit shall be payable within ninety (90) days upon termination.
If, following the termination of his employment under circumstances entitling
the Employee to a severance benefit hereunder, the Employee dies while any
balance remains in the Employee's Deferred Compensation Account, the balance of
the Deferred Compensation Account shall be paid to the Employee's Beneficiary.
7. EMPLOYEE'S BENEFICIARY
Employee's Beneficiary shall be the individual or individuals named below unless
and until changed by way of written notice to the Employer signed by the
Employee:
Primary: ______________________________________________________________
Name and Relationship to Employee
Secondary: ____________________________________________________________
Name and Relationship to Employee
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8. SCOPE OF AGREEMENT
The benefits provided under this Agreement shall be independent of, and in
addition to, those under any other plan, program or agreement which may be in
effect between the Company and the Employee, or any other compensation payable
to the Employee or the Employee's Beneficiary. This Agreement shall not be
construed as a contract of employment or to restrict the right of the Company to
discharge the Employee or the right of the Employee to terminate employment.
9. EMPLOYEE'S RIGHTS AS A GENERAL CREDITOR
The Employee, any Beneficiary of the Employee, or any person claiming through
the Employee under this Agreement shall have solely the rights of an unsecured
general creditor of the Company and shall have no right to look to any specific
or special property of the Company to satisfy a claim for benefit payments. To
the extent that the Company does, in its discretion, purchase or hold any of the
investments designated by the Company for the Employee's Account in accordance
with Article 2, such investments shall remain solely the property of the Company
and subject to the claims of its general creditors.
10. ASSIGNMENT OF RIGHTS
Neither the Employee nor any Beneficiary of the Employee shall have any right to
sell, assign, transfer or otherwise convey the right to receive any payments
hereunder.
11. MERGER OR CONSOLIDATION
The Company agrees that it will not merge, sell significantly all of its assets
or consolidate with another organization unless and until the continuing company
or organization assumes all obligations and liabilities set forth herein.
12. CLAIMS PROCEDURES
For purposes of the Employee Retirement Income Security Act of 1974, the Company
is the "named fiduciary" of the plan for which this Agreement is hereby
designated the written plan instrument. For purposes of this Agreement, the
following claims procedure is established:
a. In order for the Employee or a Beneficiary of the Employee to make a
claim for benefits under this Agreement, a written request must be made to the
Company.
b. If a claim is wholly or partially denied, the claimant must be
furnished a notice of that decision within a reasonable period of time after the
Company receives that claim. The notice of full or partial denial must meet the
requirements of paragraph c below.
c. The Company must provide written notice to every individual who was
denied a claim for benefits explaining the following:
1) The specific reasons the claim has been denied;
2) Specific reference to pertinent plan provisions on which the
denial is based;
3) A description of any additional material or information
necessary for the claimant to perfect the claim, and an explanation of
why such material/information is necessary; and
4) An explanation of the plan's claim review procedure as set
forth in the following two paragraphs.
d. The purpose of the review procedure described in this and the
following paragraph is to provide a process by which an individual claiming
benefits under this plan may have a reasonable opportunity to appeal a denial of
a claim to the Company and receive a full and fair review. The following
alternatives are provided under the plan to insure that full and fair review:
The claimant or the claimant's duly authorized representative:
1) May request a review upon written application to the
Company's corporate secretary;
2) May review pertinent plan documents; and
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3) May submit issues and comments in writing.
A claimant (or his duly authorized representative) has sixty (60) days after
receiving written notice of the denial of the claim in which to request a review
by filing a written application for review.
e. The following paragraphs explain how a denied claim will be reviewed:
1) The decision on review shall be made by the Company, acting
through a duly authorized officer, who may in such officer's discretion
hold a hearing on the denied claim. Such decision shall be made
promptly, and not later than sixty (60) days after receipt of the
request for review, unless special circumstances (such as the need to
hold a hearing) require an extension of time for processing, in which
case a decision shall be rendered as soon as possible, but not later
than one hundred and twenty (120) days after receipt of the request for
review.
2) The decision on review shall be in writing and shall include
specific reasons for the decision written in a manner calculated to be
understood by the claimant, and specific references to the pertinent
plan provisions upon which the decision is based.
13. AMENDMENTS OR REVOCATION
This Agreement may only be revoked or amended in part or in whole by written
consent of both parties involved.
IN WITNESS WHEREOF, the parties have executed this Agreement on the __ day of
____ 20__.
SIGNATURES
DIRECTED ELECTRONICS, INC.
By: By:
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Employee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President & CEO
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Schedule to Exhibit 10.1: The form of Deferred Compensation/Salary
Continuation Agreement was executed by the following persons:
Employee
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