INCENTIVE DEFERRED COMPENSATION AGREEMENT
This Incentive Deferred Compensation Agreement is made effective
as of the ____ day of March, 1998, by and between GLOBAL COMBINED
TECHNOLOGIES, INC., an Oklahoma corporation (the "Company") and
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W I T N E S S E T H:
WHEREAS, simultaneously with the execution of this Agreement, the
Company and Higganbotham have entered into an Employment
Agreement for the employment of Higganbotham by Company;
WHEREAS, pursuant to Exhibit A of said Employment Agreement,
Higganbotham may be entitled to incentive deferred compensation
in the event certain economic criteria are satisfied;
WHEREAS, the parties wish to define the terms governing the
incentive deferred compensation in the event the economic
criteria and the terms and conditions of the Employment Agreement
are satisfied.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants herein set forth, the parties hereby
covenant and agree as follows:
1. In the event Higganbotham satisfies the economic criteria
set forth in the Employment Agreement for such year and is
entitled to incentive deferred compensation, the incentive
deferred compensation shall be governed by the terms of this
Agreement.
2. In the event Higganbotham should die or become disabled
during the term of the Employment Agreement, or if the
Employment Agreement is not renewed by Company at the
expiration of the initial term or any renewal term, or in
the event Company would terminate Employee's employment
without cause pursuant to Section 10(a)(iv) of the
Employment Agreement, all incentive deferred compensation
earned shall be vested in full and shall be payable to
Higganbotham and/or his designated beneficiary at that time.
For purposes of this Paragraph, the term "disabled" shall
have the meaning set forth in said Employment Agreement.
3. In the event Higganbotham discontinues employment with the
Company during the initial term or any renewal term of this
Employment Agreement or if Higganbotham does not renew the
Employment Agreement at the expiration of the initial term
or any renewal term and such discontinuation of employment
is not a result of Higganbotham becoming disabled, the
vested portion of his deferred compensation account will be
paid to him at said time and all non-vested amounts will be
forfeited. Provided, however, if Higganbotham would violate
the terms of his covenant not to compete and confidentiality
agreement as set forth in Sections 8 and 9 of his Employment
Agreement, the vested portion of his deferred compensation
account will likewise be forfeited. The incentive deferred
compensation shall vest according to the following schedule:
Years of Service With Company or its
Percentage of Vested
Subsidiaries from the Effective Date
Interest
of This Agreement
Less than 1 year 0%
One year 33%
Two years 67%
Three years 100%
This vesting schedule shall apply separately to each year that
incentive deferred compensation is earned by Higganbotham upon
the satisfaction of the economic criteria set forth in the
Employment Agreement. Provided, however, Higganbotham shall be
vested fully in all amounts hereunder on March 13, 2003 and all
amounts due hereunder shall be paid to him on such date,
notwithstanding the fact that Higganbotham continues to be
employed by the Company.
By way of illustration, if Higganbotham satisfied the economic
criteria for years 1 and 2 of the Agreement, at the end of year
2, Higganbotham would be 67% vested as to the incentive deferred
compensation credited in year 1 and 33% vested as to the
incentive deferred compensation credited in year 2.
4. No deferred compensation shall be paid under the terms of
this Agreement in the event Higganbotham is discharged from
the service of the Company for cause. For purposes of this
Paragraph, the term "cause" shall have the meaning set forth
in Section 10(a)(iv) of said Employment Agreement
5. Higganbotham shall not have the right to commute, sell,
transfer, assign or otherwise convey the right to receive
any payments under the terms of this Agreement. Any such
attempted assignment or transfer shall terminate this
Agreement and the Company shall have no further liability
hereunder.
6. It is the intention of the parties that the incentive
deferred compensation to be payable to Higganbotham
hereunder (if applicable) shall be includable for Federal
Income Tax purposes in his, or such beneficiary's gross
income only in the taxable year in which he or the
beneficiary actually receives the payment and Company shall
be entitled to deduct such incentive deferred compensation
as a business expense in its Federal Income Tax return in
the taxable year in which such payment is made to
Higganbotham or his beneficiary.
7. Nothing contained in this Agreement shall in any way affect
or interfere with the right of Higganbotham to share or
participate in a retirement plan of the Company or any
profit sharing, bonus or similar plan in which he may be
entitled to share or participate as an employee of the
Company.
8. This Agreement shall be binding upon the heirs,
administrators, executors, successors and assigns of
Higganbotham and the successors and assigns of Company.
This Agreement shall not be modified or amended except in
writing signed by both parties.
9. This Agreement shall be subject to and construed under the
laws of the State of Oklahoma.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the day and year first above written.
GLOBAL COMBINED TECHNOLOGIES, INC.
By:__________________________________
____________________________________
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