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EXHIBIT 9
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Benjamin Moore & Co.
May 11, 2000
TO: Charlie Vail
FR: Yvan Dupuy
RE: Letter Agreement between Benjamin Moore & Co. (the "Company")
and Charles C. Vail ("Mr. Vail")
Charles C. Vail agrees to forego the opportunity to accept the Company's current
early retirement program and in consideration of this, the Company and Mr. Vail
agree to the following:
1. Mr. Vail will continue in the employ of the Company in his current position
as Senior Vice President and perform such roles, duties and
responsibilities as are assigned or delegated to him by the Chief Executive
Officer of the Company.
2. The retirement arrangements for Mr. Vail provided under the Supplemental
Executive Retirement Plan (hereafter "SERP") set forth in his inclusion
agreement dated January 14, 1997, shall be revised as of April 1, 2000, to
provide the five (5) years of age and five (5) years of service shall be
added to his then current age and credited years of service for pension
benefit accrual and calculation purposes at such time as Mr. Vail shall
elect to retire from the Company at any time prior to July 1, 2003, or if
he should die prior to July 1, 2003, at the time of his death.
3. The Company agrees to fund the "rabbi trust" now known as the Benjamin
Moore & Co. Benefit Protection Trust with Wachovia Bank of North Carolina,
N.A. as Trustee, dated June 2, 1997 for any additional actuarial liability
as determined by the Company's actuaries, created or enlarged by the
provisions of this agreement within ninety (90) days after Mr. Vail
retires, or sooner dies.
4. Also, whenever Mr. Vail elects to retire, or resign or whenever his
employment is otherwise terminated for any reason, or for no reason,
a) he shall be paid in cash an amount equal to his then current annual
base salary within thirty (30) days of his retirement or termination,
in a single lump sum payment as an additional supplemental pension
payment; and
b) he shall be entitled to participate as a beneficiary in any medical
and life insurance benefits as are now available to retirees of the
Company at the usual cost to retirees in effect from time to time.
1. In the event that a "Change in Control" as defined in the SERP occurs prior
to the time Mr. Vail elects to retire and either; i) Mr. Vail is paid all
of the benefits provided under
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the Senior Executive Severance Protection Plan dated August 13, 1996; or
ii) Mr. Vail is terminated for "Cause" as defined in Sec 2.6 of said Plan,
then the payment provided for in the preceding paragraph 4 a) shall not be
made to Mr. Vail. Notwithstanding the foregoing, if such a "Change of
Control" occurs, then the payments and arrangements provided for in the
preceding paragraphs 2 and 3 shall be made to or on behalf of Mr. Vail.
2. If and when and for so long as the Company secures and maintains a policy
of directors and officers liability insurance, Mr. Vail shall have a right
to indemnification under such policy to the same extent as any other
present or former director or officer of the Company similarly situated.
In witness whereof, the undersigned have hereunto set their hands and seals on
the date indicated below.
Benjamin Moore & Co.
Dated: May 10, 2000 By: /s/Yvan Dupuy
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Yvan Dupuy
President and
Chief Executive Officer
Dated: May 10, 2000 By: /s/Charles C. Vail
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Charles C. Vail
