PARTY.
THE AMOUNT OF SUCH LOAN, INCLUDING ACCUMULATED INTEREST, SHALL NOT EXCEED THE
LESSER OF [A] THE AMOUNT OF THE PREMIUMS ON THE POLICY PAID BY THE CORPORATION
PURSUANT TO THIS AGREEMENT, OR [B] THE CASH SURRENDER VALUE OF THE POLICY (AS
DETERMINED BY THE INSURER) AS OF THE DATE THROUGH WHICH PREMIUMS HAVE BEEN
PAID.
INTEREST CHARGES ON SUCH LOAN SHALL BE PAID BY THE CORPORATION.
Section 11.
Termination.
The term of this Agreement shall begin on
the Effective Date and shall terminate, without notice or penalty to the
Corporation, upon the first to occur of the following events:
[A]
THE TOTAL CESSATION OF THE BUSINESS OF THE
CORPORATION;
[B]
THE BANKRUPTCY, RECEIVERSHIP OR DISSOLUTION
OF THE CORPORATION;
[C]
THE EMPLOYEE'S SEPARATION FROM SERVICE WITH
THE CORPORATION; AND
[D]
THE PERFORMANCE OF THIS AGREEMENT'S TERMS
FOLLOWING THE DEATH OF THE EMPLOYEE.
UNDER NO CIRCUMSTANCES SHALL THE CORPORATION PROVIDE ANY BENEFIT OF LIFE
INSURANCE COVERAGE HEREUNDER AFTER THE EMPLOYEE'S SEPARATION FROM SERVICE WITH
THE CORPORATION.
SECTION 12.
EFFECT OF TERMINATION.
UPON THE TERMINATION OF THIS
AGREEMENT, THE EMPLOYEE AND THE EMPLOYEE'S BENEFICIARIES SHALL HAVE NO RIGHTS TO
OR INTEREST IN ANY POLICY
4
OR ANY AMOUNTS PAYABLE WITH RESPECT TO ANY POLICY UNDER EITHER THIS AGREEMENT OR
ANY SUCH POLICY, AND THE CORPORATION SHALL BE ENTITLED TO CHANGE THE BENEFICIARY
DESIGNATION OF EACH POLICY OTHERWISE GOVERNING (BUT FOR SUCH TERMINATION) THE
PAYMENT OF THE EMPLOYEE DEATH BENEFIT, NAMING ITSELF OR ANY OTHER PERSON OR
ENTITY AS REVOCABLE BENEFICIARY THEREOF, AND TO EXERCISE ANY OTHER OWNERSHIP
RIGHTS IN AND TO THE POLICIES, WITHOUT REGARD TO THE PROVISIONS OF THIS
AGREEMENT.
SECTION 13.
NATURE OF EMPLOYEE'S INTEREST; PROHIBITION AGAINST
ASSIGNMENT.
ALL AMOUNTS PAYABLE TO THE EMPLOYEE'S BENEFICIARIES AS DESCRIBED IN
THIS AGREEMENT SHALL BE PAYABLE SOLELY FROM THE DEATH BENEFIT PROCEEDS OF THE
POLICIES PAID BY THE INSURERS, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED
TO GIVE THE EMPLOYEE OR THE EMPLOYEE'S BENEFICIARIES ANY RIGHT, TITLE, INTEREST,
OR CLAIM IN OR TO ANY SPECIFIC ASSET, FUND, RESERVE, ACCOUNT, OR PROPERTY OF ANY
KIND WHATSOEVER OWNED BY THE EMPLOYER OR IN WHICH IT MAY HAVE ANY RIGHT, TITLE,
OR INTEREST NOW OR IN THE FUTURE, OTHER THAN THE DEATH BENEFIT PROCEEDS OF THE
POLICIES PAID BY THE INSURERS.
NEITHER THE EMPLOYEE NOR THE EMPLOYEE'S
BENEFICIARIES SHALL HAVE ANY RIGHT TO ANTICIPATE, TRANSFER, OR ENCUMBER ANY PART
OF SUCH PERSON'S INTEREST UNDER THIS AGREEMENT OR THE POLICIES.
SECTION 14.
DESIGNATION OF PLAN ADMINISTRATOR.
FINANCIAL DESIGNS,
LTD. IS HEREBY DESIGNATED AS THE PLAN ADMINISTRATOR OF THIS AGREEMENT.
THE
CORPORATION DELEGATES TO THE PLAN ADMINISTRATOR, AND THE PLAN ADMINISTRATOR
SHALL BE RESPONSIBLE FOR, THE GENERAL ADMINISTRATION OF THIS AGREEMENT,
INCLUDING THE AUTHORITY TO RECEIVE ALL BENEFICIARY DESIGNATIONS DESCRIBED IN
SECTION 3[A], AND THE AUTHORITY TO MAKE ANY AND ALL DECISIONS PERTAINING TO THE
INITIAL GRANTING OR DENIAL OF BENEFIT CLAIMS.
THE CORPORATION RESERVES THE
RIGHT AT ANY TIME TO DESIGNATE AN ALTERNATE OR SUCCESSOR PLAN ADMINISTRATOR
WITHOUT THE EMPLOYEE'S CONSENT BY DELIVERING WRITTEN NOTICE