HomeMy WebLinkAboutRes1972-877
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ATTACHED TO AND MADE A PART OF THE MINUTES OF THE SEWAHD CITY COUNCIL
VOL 16 - Pa[';e 15
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ames h. Filip, i7
City Clerk-Treasurer
RESOLUTION OF THE CITY OF
In the Matter of: ESTABliSHING A
DEFERRED COl\IPENSA TION PLAN FOR
No.
877
James R, Filip
(City Manager)
I,
James R. Filip
, City Clerk of the City of Seward, Alaska
, do hereby certify that the following resolution, proposed by
Councilmember
Councilmember
Bernard C. Hu1m
Donald L. McCloud
, and seconded by
, was duly passed and
adopted by the Council of the City of
regular meeting thereof assembled this
the following vote:
Seward, Alaska.
18 th day of June
at a
, 19 73, by
AYES:
McCloud, McAnerney, Vincent, Hu1m and Myr. Richardson
NAYS:
n-o-n-e
ABSENT:
Hill and Crisp
(; f //)
A pJ7YJ /{. ~12j
(j Clerk of the CiJ),f
WHEREAS, the City has in its employ . James R. Filip
in the position of City Manager;
(SEA L)
WHEREAS, James R. Filip
valuable services to the City;
WHEREAS, the City has considered the establishment of a Deferred Compensation Plan
for the City Manager, James R. Filip , made available to
the City and to the City Manager by the International City Management Association
Retirement Corporation;
WHEREAS, certain income tax benefits accrue to the City Manager through participation
in the said plan; and
is and v. ill be rendering
WHEREAS, the City recognizes that the tax advantages of the said plan to the City
Manager constitutes a benefit to t.'le City by allowing the City to offer an additional
"fringe "benefit" in recruiting and retaining qualified personnel in its employmcnt at
no cost or charge to the City.
NOW, THEREFORE, it is RESOLVED, that the City establish the said Deferred
Compensation plan for the Citv ~fanager, James R. Filip , and, for
this purpose, agree to the following:
1. The Trust Agreement with the International City Managemm t
Association Retirement Corporation, attached hereto as Appendix A; and
2. The Deferred Compensation Employment Agreement, attached hereto
as Appendix B.
~118 J:J Page1 15 : -
INTERNATIONAL C1~y MANAGEMENT ASSOClAl~ ~~~~~PORATION
City Clerk-T't~IbMA-RC
DEFERRED
COMPENSATION
EMPLOYMENT
AGREEMENT
AGREEMENT entered into this 18 th
Seward, Alaska
day of
June
,19 73, between
the City of
(hereinafter referred to as the "Employer"), having its principal office at
and James R. Filip
218 Bear Drive P,O.Box 715,
Seward, Alaska
99664
(hereinafter referred to as the "Employee"), residing at
Seward, Alaska 99664
WHEREAS, the Employee is and will be rendering valuable services to the Employer in his capacity as
City Manager ; and
WHEREAS, it is the desire of the Employer to have the benefit of his continued loyalty, service and counsel and also to assist the
Employee in providing for the contingencies of old age dependency. disability, and death.
IT IS THEREFORE AGREED:
1. Deferred Compensation. There is no limit on the amount or percentage of the total compensation of the Employee which may
be deferred by the Employer under the terms of this Agreement, For the purpose of this Agreement and the Trust Agreement the
following definitions apply:
a, "Total compensation" is the total of compensation to be paid by the Employer for the services of the Employee, regardless of
the terms used for its components, as, for example, "base pay," "in addition to base pay," etc.;
b, "Deferred compensation" is that amount or percentage of the total compensation of the Employee which the Employer
currently defers from the payment to the Employee, and, instead, depOSits same into a deferred compensation account with the
Retirement Corporation under the terms of this Agreement and the aforesaid Trust Agreement; and
c. HCurrent compensation" is that portion of the Employee's total compensation which is not deferred oompensation as deferred
compensation is defined herein.
The amount of total compensation may be adjusted from time to time without altering the terms of this Agreement. In the event of
an adjustment of the total compensation at any time during the life of this Agreement, the percentages and/or the proportional amounts
between them as to the total compensation as stated below in this Paragraph, may, at the discretion of the parties, remain the same; or,
they may be adjusted otherwise by the parties. However, the percentage or amount of total compensation agreed upon by the parties as
deferred compensation through the use of this procedure will be controlled by the terms of this Agreement,
As of July 1 ,19B, the Employer will commence to pay the Employee in the form of both current and deferred
Base pay: $24,250.00 per annum
per cent of base pay as deferred compen-
computed from May 20, 1968. Said base pay to
be computed at the rates actually paid during the period
to date. The purpose of this provision is to give credit
for past service on a basis comparable to other municipal
employes.
Any future aajustment of the percentage or amount of deferred compensation shall be communicated to the Employer's agent, the
Retirement Corporation, and the deposits in the adjusted percentages and/or amounts, if changed from the prior existing percentages or
proportional amounts to total compensation, or, if such remain the same percentages or proportional amounts to total compensation,
shall thereafter be made by the Employer into its Retirement Corporation Account.
2. Deferred Compensation Account. Deferred compensation shall be credited and paid into a Trust to be established and
maintained with the International City Management Association Retirement Corporation (herein referred to as the "Retirement
Corporation"), as Trustee. The Retirement Corporation is a non-profit corporation formed for the specific purpose of investing and
otherwise administering the funds of said Trust. The Trust may be revoked at any time by the Employer, and upon revocation of said
Trust, all of the assets thereof shall return to and revert to the Employer. The Employer shall keep accurate books and records with
respect to the Employee's total compensation or other earned income and with respect to amounts paid into said Trust.
3. Ownership of Funds. Neither the Employee nor any beneficiary thereof shall have any interest whatsoever in the funds paid into
the Deferred Compensation Account or in the accumulations or any increments on such funds, which shall at all times remain as an asset
of the Employer, subject to its absolute dominion, control, and right of withdrawal until such time as the funds or assets of the Account
are distributed to the Employee in accordance with the provisions of this Agreement, The obligation of the Employer to pay deferred
compensation is contractual only, the Employee having no preferred or special interest or claim, by way of trust, annuity, or otherwise,
in and to the specific funds and assets held in the Deferred Compensation Account. The contractual obligations of the Employer to pay
deferred compensation to the Employee or his beneficiary on the applicable distribution date shall be a continuing obligation upon the
Employer, and shall not be relieved by any agreement between the Employer and any other party, except as provided in Section 2 of
Paragraph 11 of this Agreement, and shall not be affected in any manner by amendment or revocation of the Trust referred to in
Peragraph 2 herein or by reversion of the Trust Funds to the Employer, The provisions of this Paragraph shall supersede and control any
other provision of this Agreement which could be interpreted to be in conflict therewith.
4. Administration of Funds. The funds deposited in the Deferred Compensation Account shall be invested and reinvested by the
Retirement Corporation in any manner which in its sole discretion it deems desirable, without regard at any time to any legal
limitation governing the investment of such funds. The Account shall also reflect the gain or loss resulting from the investment and
reinvestment thereof. This Trust Fund may be commingled with others established by the Trustee under this form of agreement with
other Employers,
5, Payment of Dafened Compensation, At such time as the Employee reaches age 60, or later, at the end of his employment
agreement, if Employee continues in the employ of the Employer after he attains the age of 60 years, becomes permanently disabled, or
dies, whichever occurs first, he, or his beneficiary or beneficiaries, nominee or estate is/are entitled to receive payment in the Deferred
Compensation Account outstanding on the date on which one of the foregoing occurs. Payments occasioned by the Employee having
reached the age of 60 years, or later, at the end of his employment agreement, if Employee continues in the employ of the Employer
after he attains the age of 60 years, or becomes permanently disabled, or dies shall be made in accordance with the provisions of
Paragraph 6 hereof as follows:
a. Payments in monthly, quarterly, semi-annual or annual payments over the period of life expectancy of the Employee in
accordance with the following prOcedure:
Upon reaching the age of 60 years, or later, at the end of his employment agreement, if the Employee remains in the employ
of the Employer after he attains the age of 60 years, or becomes permanently disabled from permanent full-time
employment, whichever first occurs, the Employee's life expectancy shall be determined by reference to Standard U,S.
Mortality Tables; the amounts of assets and accumulations in the Deferred Compensation Account shall be computed together
with a reasonable rate of return on said assets, less the amount of expected monthly distribution, over the life expectancy of the
Employee; and a monthly amount shall then be mathematically determined, the payment of which, in equal monthly
installments over the period of life expectancy of the Employee, shall completely deplete the said Account at the end of the
last year of life expectancy; or
compensation, as these terms are defined herein, as follows:
plus eleven(11)
sation as
r
.
b, Payments in monthly, quarterly, semi.annual, or annual payments in accordanca with tha following procedure:
Unlass the Employee's employment terminates prior to tha time ha attains the age of 60 yaars, amounts equal to tha benefits
received by tha Employer, under retlremant ennuity policies, shall be paid to tha Employee, at such tlma as ha attains tha age of
60 years, or later, at the end of his employment agreement, If the Employee continuas in the employ of the Employer aftar he
attains tha age of 60 yaars; or, In tha case of death, paymant to his benaficiary or beneficiaries, nominee or estata pursuant to
the procedures provided In said policies and Paragrephs 6 and 7 of this Agreement; or
c, Payments in month Iy, quartarly, semi.annual or annual installmants over a pariod of not exceeding tan (10) yaars, said
payments to includa a reasonable return on the funds, assets and accumulations In the Deferred Compansation Account, less the amount
ofaxpectad monthly, quarterly, semi-annual, or annual distribution, over the said ten (10) year pariod; or
d, One lump sum payment,
6, Selection of Method of Payment, The method of payment shall be salected 'by tha Employar, acting through the Retirament
Corporation as its duly authorized agent, due considaration being given to tha health, financial circumstances and family obligations of
the Employee, In this regard, the Employee may ba consulted; howaver, he shall have no voice in tha decision reached.
7, Payments in the Event of Death,
(a) During the Period of Distribution, In the evant of the Employee's deeth during the period of distribution, the Employea's
beneficiary shall be entitled to receive payments in accordance with the payment method being employed at the time of the Employee's
death, With the consent of the Employer, acting through the Retirement Corporation es its duly authorized agent, said beneficiary may
elect to receive a lump-sum in lieu of installment payments.
(b) Prior to Distribution, I n the event of the death of the Employee prior to the distribution, the funds and assets of the
Deferred Compensation Account shall be paid in accordance with one of the methods described in subparagraphs a, b, c or d of
Paragraph 5 hereof, The selection of said method shall be mede by tha Employer ecting through the Retirement Corporation, as its duly
authorized agent,
8, Paymant Dates, Payments shall commence on the first day of tha month, following the attainmant of age 50, or later, on the
fint day of the month after the end of his employment agreement, if Employee continues in the employ of the Employer aftar he
attains the age of 60 years, or likewise fOllowing parmanent disability, or death; and, in the casa of installment payments, shall ba mede
continuously thereafter on the first day of each succeeding month, or, in the event quartarly, semiannual or annual payment installment
periods are applied, then continuously thereaftar on the first day of each succeeding month which bagins the time period (quarterly,
etc,) involved until such time as the Deferred Compensation Account is depleted in its entirety,
9, DisbulSing Agent, The Retirement Corporation shall act as agent of the Employer for purposes of disbulSing payments, The
ultimate obligation for making such payments, however, shall remain with the Employer,
10, Accumulation During tha Distribution Period, During the period of distribution, tha Employee or his baneficiary or
beneficiaries, nominee or estata, as the case may be, shall continue to be credited with all the interest, accumulations and incremants on
the undistributed funds and assets in tha Deferred Compensation Account, until such Account is depleted in its antirety,
11, Section 1, Termination of Employment, Upon termination of the Employee's services, for any raason other than death, the
funds, assets, and accumulations in the Deferred Compensation Account shall not be transferred to an account with a new Employer of
tha Employea, and, insteed, they shall remain in the original Account as essets of the Employer until such time as they are distributed in
accordance with the provisions of this Agreement, except as provided in Section 2 of this Paragraph,
Section 2. Transfer of Employment with Consideration Bet_n EmployelS- Tripertite Agreement,
In the event the Employee accepts employment with another Employer having a Trust Agreement with the Retirement Corporetion,
and a Deferred Compensation Employment Agreement with the said Employee, then, if the Employer finds that it has no present or
future need of the funds, assets, and accumulations in the said Account for the payment of general creditors or for eny other purpose,
and has no intention of invoking its right to revoke this Trust for the payment of its general creditolS or for any other purpose
whetsoever, in consideration of its desire to avoid the continuing expense of maintaining records, and receiving, examining, verifying and
filing annual reports of the Retirement Corporation, and in consideration of avoiding the possible future axpenses of litigation of
Employee's continuing contractual rights to peyment of deferred compensation on his retirement as herein provided in the event of eny
possible future revocation and withdrawal by the Employer of the funds, assets, and accumulations in the said Account, it may, at its
discretion, authorize the Retirement Corporation, .s its agent, to propose to the new Employer that the funds, assats, and accumulations
of the said Account be transferred to the ownership, control, and right of withdrawal of the new Employer, and to do so in the event the
new Employer, in consideration of the increase in the value to that Employer of Employee's future servicas by reason of the experience
which that Employee gained while in the employ of the past Employer, agrees to accept same, and the respective Employers and the
Employee Sign the form of Agreement attached hereto as Appendix (1), in which the new Employer also agrees to assume the continuing
contractual liability to pay deferred compensation so transferred upon retirement of the Employee and the Employee releases the past
Employer from said continuing obligation to do same,
12, Lo_, The Employer shall not be responsible for any loss due to investment or failure of investment of funds and assets in said
Deferred Compensation Account nor shall the Employer be required to replace any loss whatsoever which may result from said
investments.
13, Non-assignability of Deferred Compensation, The Employee during his lifetime shall not be entitled to commute, encumber, sell
or otherwise dispose of his rights to receive Deferred Compensation Payments provided for herein, and the right thereto shall be
non....ignable and non-transferable, I n the event of any attempted assignment or transfer thereof, the Employer shall have no further
liability under this Agreement,
14, Participation in other Employee.Benefit Plans, Nothing herein contained shall in any manner modify, impair, or affect the
existing or future rights or interest of the Employee (a) to receive any employee-benefits to which he would otherwise be entitled, or (b)
as a participant in any future pension plan, it being understood that the rights and interests of the Employee to any employee-benefits or
as a participant or beneficiary in or under any or all such plans respectively shall continue in full force and effect unimpaired, and the
Employee shall have the right at any time hereafter to become a beneficiary under or pUlSuant to any and all such plans.
15, Definitions, The meaning of any term or terms, phrase, cleuse or sentence used in this Agreement, which is also used in the
By-Laws of the Retirement Corporation, shall be defined as these are defined in ARTICLE II, Section 2 of the By.Laws, Masculine
pronouns, whenever used herein, include the feminine pronouns, and the singular includes the plural unless the context requires another
meaning,
16, Validity of Agreement, This Agreement shall not be valid or enforceable unless signed by an officer of Employer, authorized to
sign it by the governing body of the Employer, as, for example, the City Council, etc.
IN WITNESS WHEREOF, by the authority of the governing body of the Employer, the Agreement has been executed on the date
first written above.
flV
(SEAL)
BY
342-34-6554
EMPLOYEE'S SOCIAL SECURITY NUMBER-
Form 201 10/72 1M
-
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INTERNATIONAL CITY MANAGEMENT ASSOClA~e~nRd:ME~. (O~PORATION
. f cat~S cieA~~~~~I€MA-R C
TRUST
AGREEMENT
between
CITY OF SEWARD, ALASKA
Employer
and
THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION
RETIREMENT CORPORATION
Trustee
Dated as of 6/18,1973
AGREEMENT made by and between the City of Seward, Alaska ,
(hereinafter the "Employer") and the International City Management Association Retirement Corporation (hereinafter the "Trustee" or
"Retirement Corporation"), a non-profit corporation organized and existing under the laws of the State of Delaware, for the purpose of
investing and otherwise administering funds set aside by Employers in connection with Deferred Compensation Agreements with
Employees,
The Employer and James R. Filip (herein-
after the "Employee") have entered into an agreement dated June 18 ,19 73 wherein the Employer has agreed to defer
payment of a specified percentage of or amount from the Employee's total compensation, as "total compensation" is defined in said
agreement until the occurence of certain events.
I n order that there be sufficient funds available to discharge the foregoing contrectual obligation, the Employer desires to set aside
periodic amounts equal to the percentage of periodic compensation deferred.
The funds so set aside, together with any and all investments thereto, are to be eXclusively within the dominion, control, and
ownership of the Employer and subject to the Employer's absolute right of withdrawal, the Employee having no interest whatsoever
therein.
Now, therefore, this Agreement witnesseth that (a) the Employer has paid to the Trustee $ 100.00 to be
placed in a deferred compensation account for the Employer; (b) the Trustee covenants that it will hold said sum, and any other funds
which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated: and (c) the
parties hereto agree as follows:
ARTICLE I, General Duties of the Parties,
Section 1.1. General Duty of the Employer. The Employer shall make regular periOdic payments equal to the percentage of or
amount from the Employee's total periodic compensation which is deferred in accordance with the terms and conditions of the Deferred
Compensation Employment Agreement dated June 18 ' , 19 73 ,or with any subsequent modification the,eof,
Section 1,2, General Duties of the Trustee, The Trustee shall hold all funds received ~ it hereunder. which, together with the
income therefrom, shall constitute the Trust Fund. It shall administer the Trust Fund, collect the income thereof, and make payments
therefrom, all as hereinafter provided. The Trustee shall also hold all funds which are transferred to this Trust by the Employer from
existing deferred compensation arrangements with its Employees. Such funds shall be subject to all of the terms and provisions of this
Agreement.
ARTICLE \I, PowelS and Duties of the Trustee in Investment, Administration, end DisbulSement of the Trust Fund,
Section 2.1. lnvestment Powers and Duties of the Trustee. The Trustee shall have the power in its discretion to invest and reinvest
the principal and income of the Trust Fund and keep the Trust Fund invested, without distinction between principal and income, in
such securities or in other property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not liRlited to,
stocks, common or preferred, bonds, retirement annuity policies, mortgages, and other evidences of indebtedness or ownership, and in
common trust funds of approved financial or investment institutions, with such institutions acting as Trustee of such common trUoSt
funds. For these purposes, this Trust Fund may be commingled with others established by the Trustee under this form of agreement
with other Employers. In making such investments, the Trustee shall not be subject at any time to any legal limitation governing the
investment of such funds.
Section 2.2 Administrative Powers of the Trustee. The Trustee shall have power in its discretion:
(a) To purchase, or subscribe for, any securities or other property and to retain the same in trust.
(b) To sell, exchange, convey. transfer or otherwise dispose of any securities or other property held by it, by private contract, or
at publiC auction. No person dealing with the Trustee shall be bound to see the application of the purchase money or to
inquire into the validity, expediency, or propriety of any such sale or other disposition.
(c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without
power of substitution; to exercise any conversion privileges; subscription rights. or other options, and to make any payments
incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting
corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and
generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of
the Trust Fund,
~d) To cause any securities or other property held as part of the Trust Fund to be registered in its own name, and to hold any
investmer,ts in bearer form, but the books and records of the Trustee shall at all times show that all such investments are a part
of the Trust Fund.
(e) To borrow or raise money for the purpose of the Trust in such amount, and upon such terms and conditions, as the Trustee
shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment
thereof by pledging all, or any part, of the Trust Fund. No person lending money to the Trustee shall be bound to see to the
appHcation of the money 'ent or to inquire into validity, expediency or propriety of any such borrowing.
(11 To keep such portion of the Trust Fund in cash or cash balances as the Trustee, from time to time, may deem to be in the best
interests of the Trust created hereby, without liabBity for interest thereon.
(9) To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as
Trustee hereunder, whether or not such securities or other property would normally be purchaSed as investments hereunder.
(h) To make, execute, acknowledge, and deliver any a ,d all documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the powers herein granted.
Ii) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Fund, to
commence or defend suits or legal or administrative proceedings, and to represent the Trust Fund in all suits and legal and
administrative proceedings.
(j) To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned
herein, as the Trustee may deem necessary to administer the Trust Fund and to carry out the purposes of this Trust.
Section 2,3, Distributions from the Trust Fund. The Employer hereby appoints the Trustee as its agent for purposes of selecting the
method by which distributions from the Trust Fund are to be made, as well as for purposes of making such distributions, In this regard
the terms and conditions set forth in the Agreement dated June 18 , 19 73, between the Employer and
Employee, and any subsequent modifications thereof, are to guide and control the Trustee's power.
Section 2,4, Valuation of Trust Fund, At least once a year as of Valuation Dates designated by the Trustee, the Trustee shall
determine the value of the Trust Fund, Assets of the Trust Fund shall be valued at their market values at the close of business on the
Valuation Date, or, in the absence of readily ascertainable market values. at such v.lues as the Trustee shall determine, in accordance
with methods consistently followed and uniformly applied,
!:/::
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I
ARTICLE III, For Protdction of Trustee
Section 3.1. Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have
been signed on behalf of the Employer which the Trustee believes to have been signed by a duly designated official of the Employer. No
communication shall be binding upon the Trust Fund or Trustee until it is rec;eived by the Trustee.
Section 3,2, Advice of Counsel, The Trustee may consult with any legal counsel with respect to the construction of this
Agreement, its duties hereunder, or any act which it proposes to take or omit, and shall not be liable for any action taken or omitted in
good faith pursuant to such advice,
Section 3.3 Miscellaneous. The Trustee shall use ordinary care and reasonable diligence, but shall not be liable for any mistake of
judgment or other action taken in good faith, The Trustee shall not be liable for any loss sustained by the Trust Fund by reason of any
investment made in good faith and in accordance with the provisions of this Agreement.
The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Agreement, notwithstanding any
reference of the Plan.
ARTICLE IV, Taxes, Expenses and Compensation of Trustee
Section 4.1, Taxes, The Trustee shall deduct from and charge against the Trust Fund any taxes on the Trust Fund or the income
thereof or which the Trustee is required to pay with respect to the interest of any person therein.
Section 4.2. Expenses. The Trustee shall deduct from and charge against the Trust Fund all reasonable expenses incurred by the
Trustee in the administration of the Trust Fund, including counsel, agency and other necessary fees.
ARTICLE V. Settlement of Accounts. The Trustee shall keep accurate and detailed accounts of all investments, receipts,
disbursements, and other transactions hereunder.
Within 90 days after the close of each fiscal year, the Trustee shall render in duplicate to the Employer an account of its acts and
transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the medium of any common, collective or
commingled Trust Fund, the last annual report of such Trust Fund shall be submitted with and incorporated in the account.
If within 90 days after the mailing of the account or any amended account the Employer has not filed with the Trustee notice of any
objection to any act or transaction of the Trustee, the account or amended account shall become an account stated. If any Objection has
been filed, and if the Employer is satisfied that it should be withdrawn or if the account is adjusted to the Employer's satisfaction, the
Employer shall in writing filed with the Trustee signify approval of the account and it shall become an account stated.
When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and
released, as if such account had been settled and allowed by a judgment or decree of a court of competent jurisdiction in an action or
proceeding in which the Trustee and the Employer were parties.
The Trustee shall have the right to apply at any time to a court of competent jurisdiction for the judicial settlement of its account.
ARTICLE VI. Rosignation and Removal of Trustee
Section 6.1. Resignation of Trustee. The Trustee may resign at any time by fil ing with the Employer its written resignation. Such
resignation shall take effect 60 days from the date of such filing and upon appointment of a successor pursuant to Section 6.3,
whichever shall first occur.
Section 6.2. Removal of Trustee. The Employer may remove the Trustee at any time by delivering to the Trustee a written notice
of its removal and an appointment of a successor pursuant to Section 6.3. Such removal shall not take effect prior to 60 days from such
delivery unless the Trustee agrees to an earlier effective date.
Section 6.3. Appointment of Successor Trustee. The appointment of a successor to the Trustee shall take effect upon the delivery
to the Trustee of (a) an instrument in writing executed by the Employer appointing such successor, and exonerating such successor from
liability for the acts and omissions of its predecessor, and (b) an acceptance in writing, executed by such successor.
All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as if
such successor had been originally named as Trustee hereunder.
If a successor is not appointed within 60 days after the Trustee gives notice of its resignation pursuant to Section 6.1, the Trustee
may apply to any court of competent jursidiction for appointment of a successor.
Section 6.4. Transfer of Fund to Successor. Upon the resignation or removal of the Trustee and appointment of a successor, and
after the final account of the Trustee has been properly settled, the Trustee shall transfer and deliver the Trust Fund to such successor.
ARTICLE VII. Duration and Revocation of Trust Agreement
Section 7.1. Duration and Revocation. This Trust shall continue for such time as may be necessary to accompl ish the purpose for
which it was created but may be terminated or revoked at any time by the Employer. Written notice of such termination or revocation
shall be given to the Trustee by the Employer. Upon termination or revocation of this Trust, all of the assets thereof shall return to and
revert to the Employer. Termination of this Trust shall not, however, relieve the Employer of the Employer's continuing obligation to
pay deferred compensation upon the applicable distribution date to an Employee with whom the Employer has entered into a Deferred
Compensation Employment Agreement
Section 7.2. Amendment. The Employer shall have the right to amend this Agreement in whole and in part but only with the
Trustee's written oonsent. Any such amendment shall become effective upon (a) delivery to the Trustee of a written instrument of
amendment, and (b) the endorsement by the Trustee on such instrument of its consent thereto.
ARTICLE VIII, Miscellaneous,
Section 8.1. Laws of the State of Delaware to Govern. This Agreement and the Trust hereby created shall be construed and
regulatad by the laws of the State of Delaware,
Section 8.2. Successor Employers. The term "Employer" shall include any person who succeeds the Employer and who adopts
the Deferred Compensation Plan of the Retirement Corporation and becomes a party to this agreement with the consent of the Trustee.
Section 8.3. Withdraws. The Employer may at any time, and from time to time, withdraw a portion or all of the Trust Fund
Account No, 00 '5JQ- I ,
Section 8.4. Definitions. Definitions in the By-laws of terms, phrases, etc. used herein apply to the same herein. The masculine
includes the feminine, and the singular includes the plural unless the context requires another meaning.
IN WITNESS WHEREOF, By the authority of its governing body, the Employer has executed this Agreement, and the Retirement
Corporation has caused this Agreement to be executed by its authorized officer and its Seal to be hereunto affixed, all as of the day and
year first above written.
~,Of Seward
K~>
BYe.,' 69-0250017-001 ;?
Employer's Federal Tax Number
Attest: 07 /" 0
't~t: t St~~~A
Secretary Retirement Corporation ,.
RODsrt .1:.. l)",'u<,r. Assistant. ~!cret<.lJ:'y-ireaSUrM"
INTERNATIONAL CITY MANAGEMENT
ASSOCIATION RE~IREMENT CORP, i
By: f,U,Jt... ~ c Q3e~
Willinm -. Besu"eu. Secretary-Treasurer
(SEAL)
, Form 202 10/72 1M