Exhibit 10.10

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERALI

  
	
   

  	
   

  	
  Assurances

  
	
   

  	
   

  	
   

  
	
  La retraite

  	
   

  	
  GENERAL CONDITIONS

  
	
  Option 1- 2

  	
   

  	
   

  






 


“La Retraite” is a life insurance agreement falling under the scope of
the French Insurance Code.


 


This insurance agreement includes:


 


·      the hereby terms and
conditions;


·      certificates of membership
specifying the parties to the Insurance Agreement, and bases of the
contributions;


·      affiliation certificates
specifying the policyholders, the chosen option, the commencement date of the
warranty and the scale used to convert retirement contributions;


·      annexes potentially
mentioned in the certificates of membership.


 


“La Retraite” is underwritten by the contractor and Generali Life
Insurance (“Generali”) and shall take effect
upon signature by the parties for the period ending December, 31 of the year.
Generali may terminate the insurance agreement with two-month notice.


 


OBJECT:


 


« La Retraite » must be subscribed under the scope of one of
the following policy option:


 


	
  Option
  1:

  	
  This
  option provides for the payment of an additional retirement pension to the
  Policyholder payable at the standard age of retirement, i.e.
  65 years, if it can justify the liquidation of a retirement pension under a
  French mandatory retirement plan.

  
	
   

  	
   

  
	
   

  	
  In
  case of death of the Policyholder, a minimum of ten years of service is
  guaranteed under the conditions defined under the scope of “Definition of the
  Warranties”.

  
	
   

  	
   

  
	
   

  	
  In
  case of work stoppage or disability, contributions are exempt from
  payment (chapter “Definition of the Warranties”).

  
	
   

  	
   

  
	
  Option
  2:

  	
  This
  option provides for the payment of an additional retirement pension to the
  Policyholder payable to the standard age of retirement, i.e.
  65 years, if it can justify the liquidation of a retirement pension under a
  French mandatory retirement plan.

  
	
   

  	
   

  
	
   

  	
  In
  case of death of the Policyholder during the period of performance of the
  retirement service, this retirement pension is paid to the surviving spouse.

  
	
   

  	
   

  
	
   

  	
  “Spouse
  of the Policyholder” includes: the married spouse (not divorced, not separated),
  the spouse falling under the scope of the French contract of civil union (the
  “PACS”), or the common-law spouse (unmarried spouse).

  
	
   

  	
   

  
	
   

  	
  In
  case of death of the Policyholder before the period of performance of the
  retirement service, this retirement pension is paid to the surviving spouse
  and is called “pension of the surviving spouse” (chapter “Definition of the
  Warranties”).

  



 

















 


	
   

  	
  In
  case of death of both the Policyholder and its spouse, a minimum of ten years
  of service is guaranteed under the conditions defined under the scope of
  “Definition of the Warranties”.

  
	
   

  	
   

  
	
   

  	
  In case of work stoppage or disability, contributions are exempt
  from payment (chapter “Definition of the Warranties”).

  



 


COVERAGE STARTING DATE


 


Acknowledgement of receipt by Generali of:


 


· individual affiliation form (filled in by the Policyholder) ;


· potential justification of a state of satisfactory health by medical
examinations and statements set by the Company;


 


allows the issuance of the affiliation
certificate.


 


Warranties take effect from 1st day of the
month following the issuance of the affiliation certificate by Generali.


 


COVERED EVENTS


 


The warranties in case of death of the Policyholder, regardless of its
causes and circumstances, are granted, except for the suicide of the
Policyholder during the first year following the effective date of the
warranties.


 


In the event of a foreign war in which France is involved, the warranty
in the case of death shall be effective only pursuant to the conditions to be
determined by the future legislation regarding insurance on life during
wartime.


 


The warranties in the case of work stoppage of the Policyholder
are granted following a waiting period of 90 consecutive days from the initial
date of the work stoppage, unless this situation is the consequence of a
suicide attempt, a deliberate act of the Policyholder and in the case of a
civil or foreign war.


 


The work stoppage, the continuing of this situation, the resumption of
work are determined by decision of the Social Security.


 


The warranties in the case of a permanent and total disability of the
Policyholder resulting from an accident or an illness are granted if the
Policyholder is classified by the Social Security under the 2nd or 3rd category of
disabled or, in the event of an industrial accident, if the degree of
disablement as acknowledged by the Social Security is at least 66%. The
disability, its consolidation, the end of this situation in the event of a
change of category of disabled, or the lowering of the degree of disablement,
are determined by the Social Security.


 


The consequences of a suicide attempt, a deliberate act of the
Policyholder or a civil or foreign war are excluded from the disability
insurance.


 


“Accident” shall be understood as a personal injury resulting from a
sudden, unpredictable and exclusive action from an exterior cause and “Illness”
shall be understood as an health impairment as acknowledged by a relevant
medical authority.


 


DEFINITION OF THE WARRANTIES


 


·              Retirement Pension of the
Policyholder (Options 1 & 2)


 


2

















 


The amount of the retirement pension held by the Policyholder, on
his/her 65th birthday, shall be equal to the addition of
the portions of retirement pension corresponding to all the contributions and
special installments, to which shall be added the revaluations occurred in
accordance with chapter “Profit sharing - Revaluation”.


 


The conversion of the contributions in portions of retirement pension
is realized pursuant to the scale set out in the affiliation certificate.


 


The retirement pension shall start at the end of the month following
the 65th birthday of the Policyholder, to the extent
that the benefits from the liquidation of a retirement pension pursuant to a
compulsory regime.


 


The retirement pension is paid by due monthly installments from the
start of the retirement pension to the end of the month preceding the death.


 


·              Survivor’s Retirement
Pension (Option 2)


 


In the case of death of the Policyholder, once the retirement pension
has started, Generali shall pay to the partner a survivor’s retirement pension
equal to the retirement pension of the Policyholder.


 


The survivor’s retirement pension is paid by due monthly installments
from the end of the month during which the Policyholder died to the end of the
month preceding the death of the partner.


 


·              Partner’s Retirement Pension
(Option 2)


 


In the case of death of the Policyholder prior to the start of the
retirement pension, the contributions will cease to be due and Generali shall
pay to the partner an allowance from the date on which the Policyholder would
have been 65 years old.


 


The amount of the partner’s retirement pension is equal to all portions
of retirement pension held at the time of the death, to which shall be added
the portions of retirement pension assumed to be held as corresponding to all
future contributions equal to the last contribution, calculated pro rata temporis on the basis of the periods of the year
during which the Policyholder has received full wages.


 


It shall be added to this amount some revaluations, in accordance with
chapter “Profit sharing - Revaluation”.


 


The partner’s retirement pension is paid by due monthly installments
from the end of the month following the 65th birthday of
the Policyholder to the end of the month preceding the death of the partner.


 


In the case of death of the Policyholder prior to the start of the
retirement pension but during the renewal, Generali shall pay the partner a
partner’s retirement pension equal to the retirement pension held by the
Policyholder at the date of death.


 


3

















 


Ten year coverage (Options 1 and 2)


 


	
  Option
  1:

  	
  In
  the event of death of the Affiliate before its 65th anniversary or during the extension of term,
  Generali shall pay the vested benefit due on the date of the Affiliate’s
  death) during ten years.

  
	
   

  	
   

  
	
   

  	
  In
  the event of death of the Affiliate, within the first ten years of the
  retirement, Generali shall ensure retirement payment until the tenth year.

  
	
   

  	
   

  
	
   

  	
  The
  annuities shall be paid to the spouse, or in the absence thereof, to its
  living children or represented by equal shares, or in the absence thereof to
  its heirs, or in the absence thereof to the designated beneficiaries.

  
	
   

  	
   

  
	
  Option
  2:

  	
  In
  the event of death of the Affiliate or its spouse (whether simultaneous or
  not) before the retirement period or during the extension of term, Generali
  shall pay the vested benefit/annuity (due on the date of the Affiliate’s
  death) during ten years.

  
	
   

  	
   

  
	
   

  	
  In
  the event of death of the Affiliate and its spouse after retirement, but
  before the tenth year of its service, Generali shall pay the pension until
  the tenth year.

  
	
   

  	
   

  
	
   

  	
  In
  the event of death of the Affiliate before the retirement period and death of
  its spouse within the first ten years of the spouse’s retirement, Generali
  shall ensure the spouse’s retirement payments until the tenth year.

  
	
   

  	
   

  
	
   

  	
  Benefits are paid to its living children or represented by equal
  shares, or in the absence thereof by equal shares to its heirs, or in the
  absence thereof to the designated beneficiaries.

  



 


Premium payment waiver


 


In the event of loss of time exceeding 90 continuous days, or in the
event of permanent and total disability, before retirement, Generali relieves
the Company from premium payments during the period between the 91st disablement day until return to labor, but no
later than the Affiliate’s 65th anniversary.


 


All guarantees shall be vested in the Affiliate as if future paid
premiums were equal to the last paid premium, majored in proportion to the
periods of time during which the Affiliate benefited from a complete salary.


 


In the event of return to labor or if disablement ceases, premiums
shall become payable again.


 


OPTION 1 - OPTION 2


 


A single, widow, or divorce Affiliate falls under the scope of Option
1.


 


If the Affiliate gets married or enters into a contract of civil union
or declares himself in well known common-law marriage before the retirement
period, he/she may request, within a period of six months from the change in
its state, to benefit from Option 2.


 


The amount of the pension acquired under Option 1 will be reduced by
20% and considered under the scope of Option 2. The scale used to convert
retirement contributions under Option 2 shall apply to new contributions.


 


If the Affiliate (married, entered into a contract of civil union or
declared himself in well known common-law marriage) chose Option 2, the latter
can benefit from Option 1 on demand. In this case, the retirement pension
acquired under Option 2 is considered as acquired under Option 1, and the scale
used to convert retirement contributions under Option 1 shall apply to new
contributions.


 


4

















 


ANTICIPATION OF RETIREMENT


 


If the affiliate ends its professional activity before 65 years old and
benefits from the liquidation of a retirement pension under a French mandatory
retirement plan may require the anticipation of his/her retirement from that
time but not earlier than from his/her 55th birthday.


 


The retirement pension acquired at 65 is then reduced to 4% of the
amount (per year of anticipation). In case of payment of the spouse’s pension,
its anticipation of payment is subject to the same rule as long as the
spouse meets the conditions defined above.


 


EXTENSION OF RETIREMENT


 


The affiliate can waive its right to benefit from its retirement
pension at 65 years old and request an extension of its retirement pension
every year during ten years.


 


The payment of retirement pension is made as long as the affiliate
benefits from the liquidation of a retirement pension under a French mandatory
retirement plan.


 


Each year of extension - if necessary - the amount of retirement
pension earned is increased of the fraction of earned retirement pension under
the scope of additional contributions in respect of the scale defined by the
affiliation certificate. The resulting amount is increased by 3%.


 


In case of contribution made from 65 years old, the scale of conversion
of retirement pension takes in consideration a prorogation of a year.


 


PROFIT SHARE - REVALUATION


 


Generali is committed to upgrade the warranties. In accordance with
laws in force, all provisions made under “La Retraite” insurance agreements are
invested by Generali on the financial and real estate markets.


 


These investments are subject to special accounts aiming at underlining
very own financial results.


 


The substance of these investments and their yield rate - at the date
of December, 31 of each year - are annexed to the reports of the operations
made by Generali.


 


“La Retraite” insurance agreements are also subject to special
accounting aiming at underlining technical results.


 


Every July 1, 90 per cent or more of financial and technical
results, in the deduction of the interest credited to the technical provisions,
are assigned to the “La Retraite” insurance agreements, in proportion to
provisions dated of January, 1.


 


The technical interest rate is 2% during the period of formation and
3.5% during the period of service.


 


The guarantees (which constitution must be completed and which are in
service) are adjusted in the same proportion as the provisions and at the same
date.


 


In case of exemption of contributions, fraction of earned retirement
pension are still adjusted in the same proportions as the collateral.


 


5

















 


CONTRIBUTIONS


 


Contributions are matured and annually due. They must be paid by the
contracting Company at the Head Office of Generali.


 


Contributions retainers are due quarterly.


 


The amount of contributions is obtained by applying the rate specified
in affiliation certificate of the Company, on one or more following categories
of salaries of the affiliates.


 


Category A: Part of the annual gross salary limited to the
annual maximum limit of the French Social Security.


 


Category B: Part of the annual gross salary between the
annual maximum limit of the French Social Security and four times the latter
limit.


 


Category C: Part of the annual gross salary between four
times the annual maximum limit of the French Social Security and eight times
the latter limit.


 


If an installment or a deposit is not made twenty days after sending
the corresponding form, Generali shall send a registered letter to the Company
in order to pay the due contribution.


 


If the payment is not made 40 days after sending the letter, the
contract is denounced.


 


New affiliations are no longer accepted, and new fractions of retirement
pension are no acquired, even in case of work stoppage or disability.


 


Retirement, retirement reversion pension and spouse retirement pension
are calculated on the basis of earned retirement contributions actually paid
(see article “Scale of conversion of contributions”).


 


Revaluation of provisions and warranties are maintained in full for the
past and the rules of profit share shall be applied to results for the
future (see article “Profit share - Revaluation”).


 


FEES — EXPENSES


 


To cover the entire cost of management of the insurance agreement,
Generali levied 5% of each contribution and 0.6% per annum of the provisions
resulting from pending pension and ongoing service.


 


EXTRAORDINARY CONTRIBUTIONS


 


Extraordinary contributions can be made at all time. These
contributions allow the Policyholder to acquire additional portions of
retirement plan, adding to the portion already acquired. The portions of
retirement plan are calculated according to the Policyholder age, determined by
the difference between the year in question and the year of the Policyholder’s
birth.


 


CONVERSION SCALE OF THE CONTRIBUTIONS INTO PENSION PAYMENTS


 


The portions of retirement plan are calculated according to the
Policyholder age, determined by the difference between the year in question and
the year of the Policyholder’s birth. In case of an age difference of more than
10 years between the Policyholder and his/her spouse, a special pricing for the
pension payments are described in the subscription certificate.


 


6

















 


PAYMENTS OF BENEFITS AND
FORMALITIES


 


For the retirement pension payments, the
Policyholder must provide Generali with the original subscription certificate,
a copy of its ID card as well as a document certifying the payment of
entitlements to a pension with a basic compulsory scheme of pension insurance.


 


To settle the survivors’ pension, retirement of spouse, or the ten
guaranteed annuities, the recipient must provide Generali, within two months
following the date of the Policyholder’s death or of his/her spouse, a death
certificate and a medical certificate stating the cause of death.


 


At the time the retirement pension payments begin, the Receiver must
provide Generali the subscription certificate, a photocopy of his/her identity
card and a photocopy of all pages of the livret de
famille or any official document establishing the nature of the
Policyholder’s spouse.


 


For the exemption of the contributions’ payment, any accident or
illness must be notified in writing to Generali within two months after the
beginning of the sick leave. After this period, the accident or illness is
deemed to have occurred on the day of notification. This notification must be
accompanied or followed by the submission of a detailed medical certificate
(description, date of first symptoms, probable consequences). Generali may, at
its own expense, conduct at any time another expertise to ask the member to
undergo examination by a physician approved by them. Any denial of these
controls involves the forfeiture of guarantees of the contract in question.


 


INFORMATION OF THE
POLICYHOLDER


 


Each year, Generali addresses to the Company
an “Annual Statement” indicating the amount of the pension acquired on 1 July for
each Policyholder.


 


TRANSFER CLAUSE


 


The Policyholder who leaves
the company or the college concerned by the Convention may at any time transfer
its contract under the terms of Article L 132-23 of the French Insurance
Code. The transfer can only be done to a similar contract than La Retraite, fiscally and socially equivalent. The transfer
involves the liabilities allocated to the Policyholder and not the rights
acquired. The transfer fee is equal to 1% of the transferred sums.


 


FACULTY OF REDEMPTION


 


La Retraite cannot be
redeemed, except in cases provided by 3° and 5° of Article L 132-23
of the French Insurance Code:


 


· expiration of the Policyholder’s rights to
unemployment insurance benefits after termination under the French Labor Code.


 


· the Policyholder is totally disabled and completely
unable to perform any occupation (2nd or 3rd category under Article L
341-4 of the French Social Security Code).


 


The redemption price is equal to the amount of the mathematical
provision of reduced penalties for redemption, set to:


 


7

















 


· 1% of the amount of the mathematical provision


 


· 5% linearly decreasing, and zero after 10 years of
the contract.


 


STATUTE OF LIMITATIONS


(art. L. 114-1 and L. 114-2 of the Insurance code)


 


Any action stemming from an insurance contract are prescribed within 2
years from the event giving rise to this action. This duration shall extended
to ten years if the beneficiary is different from the Policyholder.


 


The suspension of the prescription may result from the Policyholder
sending a registered letter to the Insurer.


 


MEDIATION — CONTROL AUTHORITY


 


Any further information in connection with the contract may be obtained
by contacting the adviser indicated in the Particular Conditions. In the
absence of such indication, information may be requested to the registered
office of GENERALI Assurances Vie located 7, boulevard Haussmann — 75440 Paris
Cedex 09.


 


In the event of any dispute, the Policyholder may send a written
complaint with the file references to:


 


GENERALI Assurances Vie


Complaint Service


7, boulevard Haussmann — 75009 Paris


 


The Policyholder may send any unsatisfied request to the Mediator that
shall express an opinion to:


 


GENERALI FRANCE


Mediator Secretariat


7/9, boulevard Haussmann — 75009 Paris


 


GENERALI Control Authority


C.C.A.M.I.P


54, rue de Châteaudun — 75009 Paris


 


COMPUTING, FILES AND PERSONAL DATA


 


Under the law of January 6, 1978 addressing computing, files and
personal information, the Policyholder may access any data referring to
him/her. Should the Policyholder whish to modify, edit or delete such data, the
Policyholder may contact GENERALI Assurances Vie, located 7, boulevard
Haussmann — 75440 Paris Cedex 09.


 


8

















 




	
   

  	
   

  	
  GENERALI

  
	
   

  	
   

  	
  Assurances

  
	
   

  	
   

  	
   

  
	
  La retraite

  	
   

  	
  GENERAL CONDITIONS

  
	
  Option 1- 1A

  	
   

  	
   

  






 


“La Retraite” is a life insurance agreement falling under the scope of
the French Insurance Code.


 


This insurance agreement includes:


 


·      the hereby terms and
conditions;


·      certificates of membership
specifying the parties to the Insurance Agreement, and bases of the
contributions;


·      affiliation certificates
specifying the policyholders, the chosen option, the commencement date of the
warranty and the scale used to convert retirement contributions;


·      annexes potentially
mentioned in the certificates of membership.


 


“La Retraite” is underwritten by the contractor and Generali Life
Insurance (“Generali”) and shall take effect
upon signature by the parties for the period ending December, 31 of the year.
Generali may terminate the insurance agreement with two-month notice.


 


OBJECT:


 


« La Retraite » must be subscribed under the scope of one of
the following policy option:


 


	
  Option
  1:

  	
  This
  option provides for the payment of an additional retirement pension to the
  Policyholder payable at the standard age of retirement, i.e.
  65 years, if it can justify the liquidation of a retirement pension under a
  French mandatory retirement plan.

  
	
   

  	
   

  
	
   

  	
  In
  case of death of the Policyholder, a minimum of ten years of service is
  guaranteed under the conditions defined under the scope of “Definition of the
  Warranties”.

  
	
   

  	
   

  
	
   

  	
  In
  case of work stoppage or disability, contributions are exempt from
  payment (chapter “Definition of the Warranties”).

  
	
   

  	
   

  
	
  Option
  1A:

  	
  This
  option provides for the payment of an additional retirement pension to the
  Policyholder payable to the standard age of retirement, i.e.
  65 years, if it can justify the liquidation of a retirement pension under a
  French mandatory retirement plan.

  
	
   

  	
   

  
	
   

  	
  In
  case of death of the Policyholder during the period of performance of the
  retirement service, 60% of this retirement pension is paid to the surviving
  spouse.

  
	
   

  	
   

  
	
   

  	
  “Spouse
  of the Policyholder” includes: the married spouse (not divorced, not
  separated), the spouse falling under the scope of the French contract of
  civil union (the “PACS”), or the common-law spouse (unmarried spouse).

  
	
   

  	
   

  
	
   

  	
  In
  case of death of the Policyholder before the period of performance of the
  retirement service, this retirement pension is paid to the surviving spouse
  and is

  



 


9

















 


	
   

  	
  called
  “pension of the surviving spouse” (chapter “Definition of the Warranties”).

  
	
   

  	
   

  
	
   

  	
  In case of work stoppage or disability, contributions are exempt
  from payment (chapter “Definition of the Warranties”).

  



 


COVERAGE STARTING DATE


 


Acknowledgement of receipt by Generali of:


 


· individual affiliation form (filled in by the Policyholder) ;


· potential justification of a state of satisfactory health by medical
examinations and statements set by the Company;


 


allows the issuance of the affiliation
certificate.


 


Warranties take effect from 1st day of the
month following the issuance of the affiliation certificate by Generali.


 


COVERED EVENTS


 


The warranties in case of death of the Policyholder, regardless of its
causes and circumstances, are granted, except for the suicide of the
Policyholder during the first year following the effective date of the
warranties.


 


In the event of a foreign war in which France is involved, the warranty
in the case of death shall be effective only pursuant to the conditions to be
determined by the future legislation regarding insurance on life during
wartime.


 


The warranties in the case of work stoppage of the Policyholder
are granted following a waiting period of 90 consecutive days from the initial
date of the work stoppage, unless this situation is the consequence of a
suicide attempt, a deliberate act of the Policyholder and in the case of a
civil or foreign war.


 


The work stoppage, the continuing of this situation, the resumption of
work are determined by decision of the Social Security.


 


The warranties in the case of a permanent and total disability of the
Policyholder resulting from an accident or an illness are granted if the
Policyholder is classified by the Social Security under the 2nd or 3rd category of
disabled or, in the event of an industrial accident, if the degree of
disablement as acknowledged by the Social Security is at least 66%. The
disability, its consolidation, the end of this situation in the event of a
change of category of disabled, or the lowering of the degree of disablement,
are determined by the Social Security.


 


The consequences of a suicide attempt, a deliberate act of the
Policyholder or a civil or foreign war are excluded from the disability
insurance.


 


“Accident” shall be understood as a personal injury resulting from a
sudden, unpredictable and exclusive action from an exterior cause and “Illness”
shall be understood as an health impairment as acknowledged by a relevant
medical authority.


 


DEFINITION OF THE WARRANTIES


 


·              Retirement Pension of the
Policyholder (Options 1 & 1A)


 


10














 


The amount of the retirement pension held by the Policyholder, on
his/her 65th birthday, shall be equal to the addition of
the portions of retirement pension corresponding to all the contributions and
special installments, to which shall be added the revaluations occurred in
accordance with chapter “Profit sharing - Revaluation”.


 


The conversion of the contributions in portions of retirement pension
is realized pursuant to the scale set out in the affiliation certificate.


 


The retirement pension shall start at the end of the month following
the 65th birthday of the Policyholder, to the extent
that the benefits from the liquidation of a retirement pension pursuant to a
compulsory regime.


 


The retirement pension is paid by due monthly installments from the start
of the retirement pension to the end of the month preceding the death.


 


·              Survivor’s
Retirement Pension (Option 1A)


 


In the case of death of the Policyholder, once the retirement pension
has started, Generali shall pay to the partner a survivor’s retirement pension
equal to 60% of the retirement pension of the Policyholder.


 


The survivor’s retirement pension is paid by due monthly installments
from the end of the month during which the Policyholder died to the end of the
month preceding the death of the partner.


 


·              Partner’s Retirement Pension (Option 1A)


 


In the case of death of the Policyholder prior to the start of the
retirement pension, the contributions will cease to be due and Generali shall
pay to the partner an allowance from the date on which the Policyholder would
have been 65 years old.


 


The amount of the partner’s retirement pension is equal to 60% of the
portions of retirement pension held at the time of the death.


 


It shall be added to this amount some revaluations, in accordance with
the chapter “Profit sharing - Revaluation”.


 


The partner’s retirement pension is paid by due monthly installments
from the end of the month following the 65th birthday of
the Policyholder to the end of the month preceding the death of the partner.


 


In case of death of the Policyholder prior to the start of the
retirement pension but during the renewal, Generali shall pay the partner a
partner’s retirement pension equal to 60% of the retirement pension held by the
Policyholder at the date of death.


 


Ten year coverage (Options 1)


 


In the event of death of the Affiliate before its 65th anniversary or during the extension of term,
Generali shall pay the vested benefit due on the date of the Affiliate’s death)
during ten years.


 


In the event of death of the Affiliate, within the first ten years of
the retirement, Generali shall ensure retirement payment until the tenth year.


 


11

















 


The annuities shall be paid to the spouse, or in the absence thereof,
to its living children or represented by equal shares, or in the absence
thereof to its heirs, or in the absence thereof to the designated
beneficiaries.


 


Premium payment waiver


 


In the event of loss of time exceeding 90 continuous days, or in the
event of permanent and total disability, before retirement, Generali relieves
the Company from premium payments during the period between the 91st disablement day until return to labor, but no
later than the Affiliate’s 65th anniversary.


 


All guarantees shall be vested to the Affiliate as if future paid
premiums were equal to the last paid premium, majored in proportion to the
periods of time during which the Affiliate benefited from a complete salary.


 


In the event of return to labor or if disablement ceases, premiums
shall become payable again.


 


OPTION 1 - OPTION 1A


 


A single, widowed, or divorced Affiliate falls under the scope of
Option 1.


 


If the Affiliate gets married or enters into a contract of civil union
or declares himself in a well known common-law marriage before the retirement
period, he/she may request, within a period of six months from the change in
its state, to benefit from Option 1A.


 


The amount of the pension acquired under Option 1 will be reduced by
10% and considered under the scope of Option 1A. The scale used to convert
retirement contributions under Option 1A shall apply to new contributions.


 


If the Affiliate (married, entered into a contract of civil union or
declared himself in well known common-law marriage) chose Option 1A, the latter
can benefit from Option 1 on demand. In this case, the retirement pension
acquired under Option 1A is considered as acquired under Option 1, and the
scale used to convert retirement contributions under Option 1 shall apply to
new contributions.


 


ANTICIPATION OF RETIREMENT


 


If the affiliate ends its professional activity before 65 years old and
benefits from the liquidation of a retirement pension under a French mandatory
retirement plan may require the anticipation of his/her retirement from that
time but not earlier than from his/her 55th birthday.


 


The retirement pension acquired at 65 is then reduced to 4% of the
amount (per year of anticipation). In case of payment of the spouse’s pension,
its anticipation of payment is subject to the same rule as long as the
spouse meets the conditions defined above.


 


EXTENSION OF RETIREMENT


 


The affiliate can waive its right to benefit from its retirement
pension at 65 years old and request an extension of its retirement pension
every year during ten years.


 


The payment of retirement pension is made as long as the affiliate
benefits from the liquidation of a retirement pension under a French mandatory
retirement plan.


 


Each year of extension - if necessary - the amount of retirement
pension earned is increased of the fraction of earned retirement pension under
the scope of additional contributions in respect of the scale defined by the
affiliation certificate. The resulting amount is increased by 3%.


 


12

















 


In case of contribution made from 65 years old, the scale of conversion
of retirement pension takes in consideration a prorogation of a year.


 


PROFIT SHARE -  REVALUATION


 


Generali is committed to upgrade the warranties. In accordance with
laws in force, all provisions made under “La Retraite” insurance agreements are
invested by Generali on the financial and real estate markets.


 


These investments are subject to special accounts aiming at underlining
very own financial results.


 


The substance of these investments and their yield rate - at the date
of December, 31 of each year - are annexed to the reports of the operations
made by Generali.


 


“La Retraite” insurance agreements are also subject to special
accounting aiming at underlining technical results.


 


Every July, 1, 90 per cent or more of financial and technical results,
in the deduction of the interest credited to the technical provisions, are
assigned to the “La Retraite” insurance agreements, in proportion to provisions
dated of January, 1.


 


The technical interest rate is 2% during the period of formation and
3.5% during the period of service.


 


The guarantees (which constitution must be completed and  which are in service) are adjusted in the
same proportion as the provisions and at the same date.


 


In case of exemption of contributions, fraction of earned retirement
pension are still adjusted in the same proportions as the collateral.


 


CONTRIBUTIONS


 


Contribution are matured and annually due. They must be paid by the
contracting Company at the Head Office of Generali.


 


Contributions retainers are due quarterly.


 


The amount of contributions is obtained by applying the rate specified
in affiliation certificate of the Company, on one or more following categories
of salaries of the affiliates.


 


Category A: Part of the annual gross salary limited to the
annual maximum limit of the French Social Security.


 


Category B: Part of the annual gross salary between the
annual maximum limit of the French Social Security and four times the latter
limit.


 


Category C: Part of the annual gross salary between four
times the annual maximum limit of the French Social Security and eight times
the latter limit.


 


If an installment or a deposit is not made twenty days after sending
the corresponding form, Generali shall send a registered letter to the Company
in order to pay the due contribution.


 


If the payment is not made 40 days after sending the letter, the
contract is denounced.


 


New affiliations are no longer accepted, and new fractions of
retirement pension are no acquired, even in case of work stoppage or
disability.


 


Retirement, retirement reversion pension and spouse  retirement pension are calculated on the
basis of earned retirement contributions actually paid (see article “Scale of conversion of contributions”).


 


Revaluation of provisions and warranties are maintained in full for the
past and the rules of profit share shall be applied to results for the
future (see article “Profit share - Revaluation”).


 


13

















 


FEES — EXPENSES


 


To cover the entire cost of management of the insurance agreement,
Generali levied 5% of each contribution and 0.6% per annum of the provisions
resulting from pending pension and ongoing service.


 


EXTRAORDINARY CONTRIBUTIONS


 


Extraordinary contributions can be made at all time. These
contributions allow the Policyholder to acquire additional portions of
retirement plan, adding to the portion already acquired. The portions of
retirement plan are calculated according to the Policyholder age, determined by
the difference between the year in question and the year of the Policyholder’s
birth.


 


CONVERSION SCALE OF THE CONTRIBUTIONS INTO PENSION PAYMENTS


 


The portions of retirement plan are calculated according to the
Policyholder age, determined by the difference between the year in question and
the year of the Policyholder’s birth. In case of an age difference of more than
10 years between the Policyholder and his/her spouse, a special pricing for the
pension payments are described in the subscription certificate.


 


PAYMENTS OF BENEFITS AND FORMALITIES


 


For the retirement pension payments, the Policyholder must provide
Generali with the original subscription certificate, a copy of its ID card as
well as a document certifying the payment of entitlements to a pension  with a basic compulsory scheme of pension
insurance.


 


To settle the survivors’ pension, retirement of spouse, or the ten
guaranteed annuities, the recipient must provide Generali, within two months
following the date of the Policyholder’s death or of his/her spouse, a death
certificate and a medical certificate stating the cause of death.


 


At the time the retirement pension payments begin, the Receiver must
provide Generali the subscription certificate, a photocopy of his/her identity
card and a photocopy of all pages of the livret de
famille or any official document establishing the nature of the
Policyholder’s spouse.


 


For the exemption of the contributions’ payment, any accident or
illness must be notified in writing to Generali within two months after the
beginning of the sick leave. After this period, the accident or illness is
deemed to have occurred on the day of notification. This notification must be
accompanied or followed by the submission of a detailed medical certificate
(description, date of first symptoms, probable consequences). Generali may, at
its own expense, conduct at any time another expertise to ask the member to
undergo examination by a physician approved by them. Any denial of these
controls involves the forfeiture of guarantees of the contract in question.


 


INFORMATION OF THE POLICYHOLDER


 


Each year, Generali addresses to the Company an “Annual Statement”
indicating the amount of the pension acquired on 1 July for each
Policyholder.


 


14

















 


TRANSFER CLAUSE


 


The Policyholder who leaves the company or the college concerned by the
Convention may at any time transfer its contract under the terms of Article L
132-23 of the French Insurance Code. The transfer can only be done to a similar
contract than La Retraite, fiscally and
socially equivalent. The transfer involves the liabilities allocated to the
Policyholder and not the rights acquired. The transfer fee is equal to 1% of
the transferred sums.


 


FACULTY OF REDEMPTION


 


La Retraite cannot be redeemed, except in cases provided by 3°
and 5° of Article L 132-23 of the French Insurance Code:


 


· expiration of the Policyholder’s rights to
unemployment insurance benefits after termination under the French Labor Code.


 


· the Policyholder is totally disabled and completely
unable to perform any occupation (2nd or 3rd category under Article L
341-4 of the French Social Security Code).


 


The redemption price is equal to the amount of the mathematical
provision of reduced penalties for redemption, set to:


 


· 1% of the amount of the mathematical provision


 


· 5% linearly decreasing, and zero after 10 years of
the contract.


 


STATUTE OF LIMITATIONS


(art. L. 114-1 and L. 114-2 of the Insurance code)


 


Any action stemming from an insurance contract are prescribed within 2
years from the event giving rise to this action. This duration shall extended
to ten years if the beneficiary is different from the Policyholder.


 


The suspension of the prescription may result from the Policyholder
sending a registered letter to the Insurer.


 


MEDIATION — CONTROL AUTHORITY


 


Any further information in connection with the contract may be obtained
by contacting the adviser indicated in the Particular Conditions. In the
absence of such indication, information may be requested to the registered
office of GENERALI Assurances Vie located 7, boulevard Haussmann – 75440 Paris
Cedex 09.


 


In the event of any dispute, the Policyholder may send a written
complaint with the file references to:


 


GENERALI Assurances Vie


Complaint Service


7, boulevard Haussmann – 75009 Paris


 


The Policyholder may send any unsatisfied request to the Mediator that
shall express an opinion to:


 


15

















 


GENERALI FRANCE


Mediator Secretariat


7/9, boulevard Haussmann – 75009 Paris


 


GENERALI Control Authority


C.C.A.M.I.P


54, rue de Châteaudun – 75009 Paris


 


COMPUTING, FILES AND PERSONAL DATA


 


Under the law of January 6, 1978 addressing computing, files and
personal information, the Policyholder may access any data referring to
him/her. Should the Policyholder whish to modify, edit or delete such data, the
Policyholder may contact GENERALI Assurances Vie, located 7, boulevard
Haussmann — 75440 Paris Cedex 09.


 


16














 


GENERALI


Assurances


 


EXTENSION


 


	
   

  	
   

  	
  Vested retirement part at the age of the affiliate plus 1 year

  	
   

  
	
  Age
  of the Affiliate

  	
   

  	
  By annual contribution of 1000

  euros

  	
   

  	
  By exceptional contribution

  of 1000 euros

  	
   

  
	
  65

  	
   

  	
  42.63

  	
   

  	
  44.34

  	
   

  
	
  66

  	
   

  	
  43.38

  	
   

  	
  45.12

  	
   

  
	
  67

  	
   

  	
  44.18

  	
   

  	
  45.95

  	
   

  
	
  68

  	
   

  	
  45.03

  	
   

  	
  46.83

  	
   

  
	
  69

  	
   

  	
  45.93

  	
   

  	
  47.77

  	
   

  
	
  70

  	
   

  	
  46.90

  	
   

  	
  48.77

  	
   

  
	
  71

  	
   

  	
  47.92

  	
   

  	
  49.84

  	
   

  
	
  72

  	
   

  	
  49.02

  	
   

  	
  50.98

  	
   

  
	
  73

  	
   

  	
  50.19

  	
   

  	
  52.20

  	
   

  
	
  74

  	
   

  	
  51.45

  	
   

  	
  53.50

  	
   

  



 


The use of this scale is
defined under section Extension of Retirement of the General Conditions.


 


17

















 


GENERALI


Assurances


 


CONVERSION SCALE OF
RETIREMENT CONTRIBUTIONS


 


The total annual pension
vested at 65 years-old with successive monthly contributions of 1,000 euros
amounts to 1,155.57 euros.


 


In accordance with the
general Conditions, this amount shall be increased each year with
profit-sharings.


 


	
  Age
  of the Affiliate

  	
   

  	
  Retirement part by annual

  contribution of 1000 euros

  	
   

  	
  Retirement part by exceptional

  contribution of 1000 euros

  	
   

  
	
  41

  	
   

  	
  56.45

  	
   

  	
  62.84

  	
   

  
	
  42

  	
   

  	
  55.64

  	
   

  	
  61.96

  	
   

  
	
  43

  	
   

  	
  54.82

  	
   

  	
  61.09

  	
   

  
	
  44

  	
   

  	
  54.03

  	
   

  	
  60.23

  	
   

  
	
  45

  	
   

  	
  53.24

  	
   

  	
  59.37

  	
   

  
	
  46

  	
   

  	
  52.46

  	
   

  	
  58.53

  	
   

  
	
  47

  	
   

  	
  51.70

  	
   

  	
  57.70

  	
   

  
	
  48

  	
   

  	
  50.96

  	
   

  	
  56.88

  	
   

  
	
  49

  	
   

  	
  50.21

  	
   

  	
  56.07

  	
   

  
	
  50

  	
   

  	
  49.49

  	
   

  	
  55.27

  	
   

  
	
  51

  	
   

  	
  48.78

  	
   

  	
  54.48

  	
   

  
	
  52

  	
   

  	
  48.09

  	
   

  	
  53.69

  	
   

  
	
  53

  	
   

  	
  47.42

  	
   

  	
  52.92

  	
   

  
	
  54

  	
   

  	
  46.74

  	
   

  	
  52.16

  	
   

  
	
  55

  	
   

  	
  46.12

  	
   

  	
  51.41

  	
   

  
	
  56

  	
   

  	
  45.50

  	
   

  	
  50.66

  	
   

  
	
  57

  	
   

  	
  44.90

  	
   

  	
  49.92

  	
   

  
	
  58

  	
   

  	
  44.31

  	
   

  	
  49.19

  	
   

  



 


18

















 


	
  59

  	
   

  	
  43.75

  	
   

  	
  48.47

  	
   

  
	
  60

  	
   

  	
  43.21

  	
   

  	
  47.76

  	
   

  
	
  61

  	
   

  	
  42.68

  	
   

  	
  47.06

  	
   

  
	
  62

  	
   

  	
  42.18

  	
   

  	
  46.36

  	
   

  
	
  63

  	
   

  	
  41.68

  	
   

  	
  45.68

  	
   

  
	
  64

  	
   

  	
  41.21

  	
   

  	
  45.00

  	
   

  



 


19

















 


COMPANY SUBSCRIPTION
CERTIFICATE


 


	
  Between:

  	
   

  	
  and:

  
	
  TORNIER BIOTECHNIC

  	
   

  	
  GENERALI Vie

  
	
  NICOLAS GAILLOT

  	
   

  	
  7 boulevard Haussmann

  
	
  MONTBONNOT

  	
   

  	
  75440 PARIS CEDEX 09

  
	
  161 RUE LA VOISIER

  	
   

  	
   

  
	
  38334 ST ISMIER CEDEX

  	
   

  	
  as Generali

  



 


represented by NICOLAS GAILLOT


 


as l’Entreprise
Contractante


 


have entered into the
present group life insurance policy, named LA RETRAITE, including
the general terms and conditions under reference ENT-R94-1205, the subscription
certificate and those established for each affiliate, effective 01/01/2007.


 


	
  Category
  of the insured personnel:

  	
   

  	
  Senior
  Executives

  
	
   

  	
   

  	
   

  
	
  Contribution
  rate:

  	
   

  	
  A
  Bracket Wages: 5%

  
	
   

  	
   

  	
  B
  Bracket Wages: 5%

  
	
   

  	
   

  	
  C Bracket Wages: 5%

  



 


PROFIT SHARE - REVALUATION


 


As described in chapter
Profit share - Revaluation (Participation aux
résultats - Revalorisation), the annual minimum guaranteed profit
share rate is 60% of the TME (Taux Moyen des Emprunts d’Etat, capped at 3;5%).


 


This minimum rate is applied
at the subscription of the guaranties and while the guaranties are effective.
It includes the taux d’intérêt technique.


 


20

















 


COMPANY SUBSCRIPTION
CERTIFICATE


 


	
  Between:

  	
  and:

  
	
  TORNIER MEDI-QUAL

  	
  GENERALI
  Vie

  
	
  NICOLAS GAILLOT

  	
  7
  boulevard Haussmann

  
	
  MONTBONNOT

  	
  75440
  PARIS CEDEX 09

  
	
  161 RUE LA VOISIER

  	
   

  
	
  38334 ST ISMIER CEDEX

  	
  as Generali

  



 


represented by NICOLAS
GAILLOT


 


as l’Entreprise
Contractante


 


have entered into the
present group life insurance policy, named LA RETRAITE, including
the general terms and conditions under reference ENT-R94-1205, the subscription
certificate and those established for each affiliate, effective 01/01/2007.


 


	
  Category of the insured personnel:

  	
  Senior
  Executives

  
	
   

  	
   

  
	
  Contribution rate:

  	
  A
  Bracket Wages: 5%

  
	
   

  	
  B
  Bracket Wages: 5%

  
	
   

  	
  C Bracket Wages: 5%

  



 


PROFIT SHARE - REVALUATION


 


As described in chapter
Profit share - Revaluation (Participation aux
résultats - Revalorisation), the annual minimum guaranteed profit
share rate is 60% of the TME (Taux Moyen des Emprunts d’Etat, capped at 3;5%).


 


This minimum rate is applied
at the subscription of the guaranties and while the guaranties are effective.
It includes the taux d’intérêt technique.


 


21

















 


COMPANY SUBSCRIPTION
CERTIFICATE


 


	
  Between:

  	
   

  	
  and:

  
	
  TORNIER
  HOLDING

  	
  GENERALI
  Vie

  
	
  NICOLAS
  GAILLOT

  	
   

  	
  7
  boulevard Haussmann

  
	
  MONTBONNOT

  	
   

  	
  75440
  PARIS CEDEX 09

  
	
  161 RUE LA VOISIER

  	
   

  	
   

  
	
  38334 ST ISMIER CEDEX

  	
   

  	
  as Generali

  



 


represented by NICOLAS
GAILLOT


 


as l’Entreprise
Contractante


 


have entered into the
present group life insurance policy, named LA RETRAITE, including
the general terms and conditions under reference ENT-R94-1205, the subscription
certificate and those established for each affiliate, effective 01/01/2007.


 


	
  Category
  of the insured personnel:

  	
   

  	
  Senior
  Executives

  
	
   

  	
   

  	
   

  
	
  Contribution
  rate:

  	
   

  	
  A
  Bracket Wages: 5%

  
	
   

  	
   

  	
  B
  Bracket Wages: 5%

  
	
   

  	
   

  	
  C Bracket Wages: 5%

  



 


PROFIT SHARE - REVALUATION


 


As described in chapter
Profit share - Revaluation (Participation aux
résultats - Revalorisation), the annual minimum guaranteed profit
share rate is 60% of the TME (Taux Moyen des Emprunts d’Etat, capped at 3;5%).


 


This minimum rate is applied
at the subscription of the guaranties and while the guaranties are effective.
It includes the taux d’intérêt technique.


 


22

















 


COMPANY SUBSCRIPTION
CERTIFICATE


 


	
  Between:

  	
  and:

  
	
  TORNIER COMMERCIAL

  	
  GENERALI Vie

  
	
  NICOLAS GAILLOT

  	
  7 boulevard Haussmann

  
	
  MONTBONNOT

  	
  75440 PARIS CEDEX 09

  
	
  161 RUE LA VOISIER

  	
   

  
	
  38334 ST ISMIER CEDEX

  	
  as Generali

  



 


represented by NICOLAS GAILLOT


 


as l’Entreprise
Contractante


 


have entered into the
present group life insurance policy, named LA RETRAITE, including
the general terms and conditions under reference ENT-R94-1205, the subscription
certificate and those established for each affiliate, effective 01/01/2007.


 


	
  Category of the insured personnel:

  	
  Senior
  Executives

  
	
   

  	
   

  
	
  Contribution rate:

  	
  A
  Bracket Wages: 5%

  
	
   

  	
  B
  Bracket Wages: 5%

  
	
   

  	
  C Bracket Wages: 5%

  



 


PROFIT SHARE - REVALUATION


 


As described in chapter
Profit share - Revaluation (Participation aux
résultats - Revalorisation), the annual minimum guaranteed profit
share rate is 60% of the TME (Taux Moyen des Emprunts d’Etat, capped at 3;5%).


 


This minimum rate is applied
at the subscription of the guaranties and while the guaranties are effective.
It includes the taux d’intérêt technique.


 


23

















 


GENERALI


Assurances


 


AFFILIATION
CERTIFICATE


 


Entreprise Contractante


 


TORNIER COMMERCIAL


NICOLAS GAILLOT


MONTBONNOT


161 RUE LA VOISIER


38334 ST ISMIER CEDEX


 


represented by NICOLAS
GAILLOT


 


Affiliate


 


BERTRAND PERRIN


LES MARNANDES


CHEMIN DE SURVILLE


13510 EGUILLES


 


24