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EXHIBIT 4.2
THE EXECUTIVE NONQUALIFIED EXCESS PLAN (SM)
ADOPTION AGREEMENT
FOR PLANS EFFECTIVE AFTER OCTOBER 3, 2004
THIS AGREEMENT is made the 4th day of February, 2005 by
KIRKLAND'S,
INC. (the "Employer"), having its principal
office at 805 N. PARKWAY, JACKSON,
TN 38305 and EXECUTIVE BENEFIT SERVICES,
INC. (the "Provider"), having its
principal office at 4140 ParkLake Avenue,
Suite 500, Raleigh, North Carolina
27612.
WITNESSETH:
WHEREAS, the Provider has established The Executive
Nonqualified
Excess Plan (SM) (the "Plan"); and
WHEREAS, the Employer desires to adopt the Plan as an unfunded,
nonqualified deferred compensation plan;
and
WHEREAS, the Employer has been advised by the Provider to
obtain
legal and tax advice from its professional
advisors before adopting the Plan,
and that the Provider disclaims all
liability for the legal and tax consequences
which result from the elections made by the
Employer in this Adoption Agreement;
NOW, THEREFORE, the Employer hereby adopts the Plan in
accordance
with the terms and conditions set forth in
this Adoption Agreement:
ARTICLE I
Terms used in this Adoption Agreement shall have the same meaning
as
in the Plan, unless some other meaning is
expressly herein set forth. The
Employer hereby represents and warrants
that the Plan has been adopted by the
Employer upon proper authorization and the
Employer hereby elects to adopt the
Plan for the benefit of its Participants as
referred to in the Plan. By the
execution of this Adoption Agreement, the
Employer hereby agrees to be bound by
the terms of the Plan.
This Adoption Agreement may only be used in connection with The
Executive Nonqualified Excess Plan (SM).
The Provider will inform the Employer
of any amendments to the Plan or of the
discontinuance or abandonment of the
Plan. For questions concerning the Plan,
the Employer may call the Provider at
(919) 833-1042
(C) 10/2004 EXECUTIVE BENEFIT SERVICES, INC.
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ARTICLE II
The Employer hereby makes the following
designations or elections for the
purpose of the Plan:
2.6 COMMITTEE: The duties of the
Committee set forth in the Plan shall be
satisfied
by:
[XX]
(a) The administrative
committee of at least three individuals
appointed by the Board to serve at the pleasure of the Board.
[
] (b) Employer.
[
] (c) Other (specify):
_______________________________________.
2.7 COMPENSATION: The
"Compensation" of a Participant shall mean all of a
Participant's:
[XX]
(a) Base salary.
[XX]
(b) Service Bonus.
[
] (c) Performance-Based Compensation
earned in a period of 12 months
or more.
[
] (d) Commissions.
[
] (e) Compensation received as
an Independent Contractor reportable
on Form 1099.
[
] (f) Other:
______________________________________________.
2.8 CREDITING DATE: The Deferred
Compensation Account of a Participant shall
be
credited with the amount of any Salary Deferral Credits to such
account
at the
time designated below:
[
] (a) The last
business day of each Plan Year.
[
] (b) The last
business day of each calendar quarter during the Plan
Year.
[
] (c) The last
business day of each month during the Plan Year.
[
] (d) The last
business day of each payroll period during the Plan
Year.
[
] (e) Each pay day as
reported by the Employer.
[XX] (f)
Any business day on which Salary Deferral Credits are received
by the Provider.
[
] (g) Other:
______________________________________________.
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2.12 EFFECTIVE
DATE:
[XX] (a) This is a newly-established Plan, and the Effective
Date
of the Plan is MARCH 1, 2005.
[ ] (b) This is an
amendment and restatement of a plan named
__________________ with an effective date of ________________.
The Effective Date of this amended and restated Plan is
___________.
This is amendment number _____.
2.18 NORMAL
RETIREMENT AGE: The Normal Retirement Age of a Participant
shall
be:
[XX] (a) Age 65.
[ ] (b) The later of
age ____ or the ______ anniversary of the
participation commencement date. The participation
commencement date is the first day of the first Plan Year in
which the Participant commenced participation in the Plan.
[XX] (c) Other: THE COMPLETION OF 10 YEARS OF SERVICE &
ATTAINMENT
OF AGE 55.
2.20 PARTICIPATING
EMPLOYER(s): As of the Effective Date, the following
Participating Employer(s) are parties to the Plan:
<TABLE>
<CAPTION>
Name of Employer
Address
Telephone No.
EIN
----------------
-------
-------------
---
<S>
<C>
<C>
<C>
Kirkland's, Inc.
805 North Parkway
Jackson, TN 38305
(731) 668-2444
62-1287151
Kirkland's Stores, Inc.
805 North Parkway
(731) 668-2444
62-1804982
Jackson, TN 38305
</TABLE>
2.22 PLAN: The name
of the Plan as applied to the Employer is: THE EXECUTIVE
NONQUALIFIED EXCESS PLAN OF KIRKLAND'S INC.
2.23 PLAN
ADMINISTRATOR: The Plan Administrator shall be:
[XX] (a)
Committee.
[ ] (b) Employer.
[ ] (c)
Other:___________________________________________________.
2.24 PLAN YEAR: The
Plan Year shall end each year on the last day of the
month of DECEMBER.
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2.33 TRUST:
[XX] (a) The Employer DOES DESIRE to establish a "rabbi" trust
for
the purpose of setting aside assets of the Employer
contributed thereto for the payment of benefits under the
Plan.
[
] (b) The Employer
DOES NOT DESIRE to establish a "rabbi"
trust for the purpose of setting aside assets of the Employer
contributed thereto for the payment of benefits under the
Plan.
[ ] (c) The Employer
desires to establish a "rabbi" trust for
the purpose of setting aside assets of the Employer
contributed thereto for the payment of benefits under the Plan
UPON THE OCCURRENCE OF A CHANGE IN CONTROL.
4.1 SALARY
DEFERRAL CREDITS: A Participant may
