BENEFICIARIES" SHALL MEAN, IN THE FOLLOWING ORDER OF PRIORITY, THE
EMPLOYEE'S [I] SPOUSE, [II] LINEAL DESCENDANTS, [III] PARENTS, OR [IV] ESTATE.
[C]
"EMPLOYEE DEATH BENEFIT" SHALL MEAN THAT
PORTION OF PROCEEDS OF THE POLICIES PAYABLE UNDER SECTION 4[A] TO THE EMPLOYEE'S
BENEFICIARIES IN THE EVENT OF THE EMPLOYEE'S DEATH.
[D]
"INCLUDIBLE COMPENSATION" SHALL MEAN THE
BASE COMPENSATION FOR SERVICE TO THE CORPORATION OR AN AFFILIATE OF THE
CORPORATION THAT IS PAID TO THE EMPLOYEE IN THE FORM OF WAGES OR SALARY
CURRENTLY INCLUDIBLE IN THE EMPLOYEE'S GROSS INCOME FOR FEDERAL INCOME TAX
PURPOSES, BUT SUCH TERM SHALL NOT INCLUDE OVERTIME PAYMENTS, BONUSES,
COMMISSIONS, CONTRIBUTIONS TO EMPLOYEE BENEFIT OR WELFARE PLANS, FRINGE
BENEFITS, DIRECTOR'S FEES, OR ANY AMOUNT INCLUDIBLE IN THE EMPLOYEE'S INCOME BY
VIRTUE OF THIS AGREEMENT.
[E]
"NET AMOUNT AT RISK" WITH RESPECT TO THE
EMPLOYEE UNDER THE POLICIES SHALL MEAN THE DIFFERENCE BETWEEN THE TOTAL DEATH
BENEFIT AND THE CASH VALUE OF THE POLICIES WITH RESPECT TO THE EMPLOYEE.
[F]
"PLAN ADMINISTRATOR" SHALL HAVE THE
MEANING ASSIGNED TO SUCH TERM IN SECTION 14.
SECTION 2.
POLICY OWNERSHIP.
THE CORPORATION SHALL PURCHASE THE
POLICIES FROM THE INSURERS IN SUCH TOTAL FACE AMOUNTS AS THE CORPORATION SHALL
DETERMINE TO BE ADVISABLE AND AS SHALL PERMIT THE CORPORATION TO SATISFY ITS
OBLIGATIONS UNDER THIS AGREEMENT.
THE PARTIES AGREE THAT THEY WILL TAKE ALL
NECESSARY ACTION TO CAUSE THE INSURERS TO ISSUE THE POLICIES AND SHALL TAKE SUCH
FURTHER ACTION AS MAY BE NECESSARY TO CAUSE THE POLICIES TO CONFORM TO THE
PROVISIONS OF
2
THIS AGREEMENT.
THE PARTIES AGREE THAT THE POLICIES SHALL BE SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND OF ANY ENDORSEMENT TO THE POLICIES
FILED WITH EACH INSURER.
THE CORPORATION SHALL BE THE SOLE AND ABSOLUTE OWNER
OF THE POLICIES AND MAY EXERCISE ALL OWNERSHIP RIGHTS GRANTED TO THE OWNER UNDER
THE TERMS OF THE POLICIES, EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED IN
THIS AGREEMENT.
SECTION 3.
BENEFICIARY DESIGNATIONS.
[A]
EMPLOYEE.
FROM TIME TO TIME ON OR AFTER THE EFFECTIVE DATE, THE
EMPLOYEE MAY DESIGNATE THE PERSON OR PERSONS TO RECEIVE THE EMPLOYEE DEATH
BENEFIT, BY SPECIFYING THE SAME IN A WRITTEN NOTICE DELIVERED TO THE CORPORATION
IN A FORM SUBSTANTIALLY SIMILAR TO THAT ATTACHED AS SCHEDULE B. UPON RECEIPT OF
SUCH NOTICE (OR WITHIN TEN DAYS AFTER THE DATE THAT ANY PREVIOUS WRITTEN NOTICE
BECOMES INEFFECTIVE FOR ANY REASON), THE CORPORATION SHALL EXECUTE AND DELIVER
TO THE INSURERS SUCH FORMS AS MAY BE NECESSARY TO DESIGNATE THE EMPLOYEE'S
BENEFICIARIES AS BEING THE BENEFICIARY OR BENEFICIARIES OF THE POLICIES IN AN
AMOUNT EQUAL TO THE EMPLOYEE DEATH BENEFIT. DURING THE TERM OF THIS AGREEMENT,
THE CORPORATION SHALL NOT TERMINATE, ALTER OR AMEND ANY SUCH BENEFICIARY
DESIGNATION WITHOUT THE EXPRESS WRITTEN CONSENT OF THE EMPLOYEE.
[B]
CORPORATION.
CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS
AGREEMENT. THE CORPORATION HAS EXECUTED A BENEFICIARY DESIGNATION FORM FOR EACH
POLICY, USING THE FORM REQUIRED BY THE APPLICABLE INSURER FOR SUCH DESIGNATIONS,
FOR THE BALANCE OF THE PROCEEDS OF THE