OR AFTER THE ATTAINMENT OF AGE 50.
(D)
IF THE EXECUTIVE DIES WHILE COVERED UNDER
THIS AMENDED AND RESTATED LIFE INSURANCE AGREEMENT BUT AFTER HE EXPERIENCES A
COVERED TERMINATION, THE EXECUTIVE'S BENEFICIARY SHALL RECEIVE A DEATH BENEFIT
OF $375,000.
(E)
IF THE EXECUTIVE EXPERIENCES A TERMINATION
OF EMPLOYMENT, THE EXECUTIVE, THE EXECUTIVE'S TRANSFEREE, AND THE EXECUTIVE'S
BENEFICIARY SHALL HAVE NO RIGHTS OR INTEREST IN THE POLICY WITH RESPECT TO THAT
PORTION OF THE DEATH PROCEEDS DESIGNATED IN THIS SECTION 2.1
(F)
UPON THE EXECUTIVE'S DEATH, THE
CORPORATION AND THE EXECUTIVE'S BENEFICIARY SHALL EXECUTE SUCH FORMS AND FURNISH
SUCH OTHER DOCUMENTS OR INFORMATION AS ARE REQUIRED TO RECEIVE PAYMENT UNDER THE
POLICY.
2.2
PREMIUM PAYMENT AND TAX.
ALL PREMIUMS DUE
ON THE POLICY SHALL BE PAID BY THE CORPORATION. HOWEVER, EXECUTIVE SHALL BE
RESPONSIBLE FOR THE INCOME TAXES INCURRED EACH YEAR ON THE VALUE OF THE
"ECONOMIC BENEFIT" OF THE LIFE INSURANCE PROTECTION UNDER THE POLICY. THE
CORPORATION SHALL, IN ITS SOLE DISCRETION, DETERMINE THE VALUE OF SUCH LIFE
INSURANCE PROTECTION FOR FEDERAL INCOME TAX PURPOSES. SUCH AMOUNT SHALL BE
CALCULATED PURSUANT TO THEN CURRENT APPLICABLE AUTHORITY.
2.3
CORPORATION OWNERSHIP.
THE CORPORATION
SHALL BE THE SOLE OWNER OF THE POLICY AND SHALL HAVE THE RIGHT TO EXERCISE ALL
INCIDENTS OF OWNERSHIP, EXCEPT THAT EXECUTIVE SHALL
3
HAVE THE RIGHT TO DESIGNATE THE BENEFICIARY TO RECEIVE THE DEATH BENEFIT
DESCRIBED IN SECTION 2.1 ABOVE. THE CORPORATION SHALL BE THE DIRECT BENEFICIARY
OF ANY DEATH PROCEEDS REMAINING AFTER THE EXECUTIVE'S INTEREST IS DETERMINED
ACCORDING TO SECTION 2.1.
2.4
INSURER.
THE INSURER SHALL BE BOUND ONLY BY
THE TERMS OF THE POLICY. ANY PAYMENTS THE INSURER MAKES OR ACTIONS IT TAKES IN
ACCORDANCE WITH THE POLICY SHALL FULLY DISCHARGE IT FROM ALL CLAIMS, SUITS AND
DEMANDS OF ALL ENTITIES OR PERSONS. THE INSURER SHALL NOT BE BOUND BY OR BE
DEEMED TO HAVE NOTICE OF THE PROVISIONS OF THIS AMENDED AND RESTATED LIFE
INSURANCE AGREEMENT.
2.5
TRANSFER OF POLICY UPON CHANGE IN CONTROL.
UPON A CHANGE IN CONTROL, THE CORPORATION SHALL FULLY PAY ALL PREMIUMS,
INCLUDING ALL FUTURE PREMIUMS NOT YET PAYABLE, ON THE POLICY AND TRANSFER THE
POLICY TO THE EXCUTIVE.
ARTICLE 3
MISCELLANEOUS
3.1
BINDING OBLIGATION OF CORPORATION AND ANY
SUCCESSOR IN INTEREST.
CORPORATION EXPRESSLY AGREES THAT IT SHALL NOT MERGE OR
CONSOLIDATE INTO OR WITH ANOTHER CORPORATION OR SELL SUBSTANTIALLY ALL OF ITS
ASSETS TO ANOTHER CORPORATION, FIRM OR PERSON UNTIL SUCH CORPORATION, FIRM OR
PERSON EXPRESSLY AGREES, IN WRITING, TO ASSUME AND DISCHARGE THE DUTIES AND
OBLIGATIONS OF THE CORPORATION UNDER THIS AMENDED AND RESTATED LIFE INSURANCE
AGREEMENT. THIS AMENDED AND RESTATED LIFE INSURANCE AGREEMENT SHALL BE BINDING
UPON THE PARTIES HERETO, THEIR SUCCESSORS, BENEFICIARIES, HEIRS AND PERSONAL
REPRESENTATIVES.
3.2
REVOCATION.
IT IS AGREED BY AND BETWEEN THE
PARTIES HERETO THAT, DURING THE LIFETIME OF THE EXECUTIVE, THIS AMENDED AND
RESTATED LIFE INSURANCE AGREEMENT MAY BE AMENDED OR REVOKED AT ANY TIME OR
TIMES, IN WHOLE OR IN PART, BY THE MUTUAL WRITTEN ASSENT OF THE EXECUTIVE AND
THE