Corporation
by freely submitting to a physical exam and supplying such additional
information necessary to obtain such insurance or annuity.
ARTICLE XI
MISCELLANEOUS
SECTION 11.01
ALIENABILITY AND ASSIGNMENT PROHIBITION. NEITHER THE
MEMBER, HIS WIDOW, NOR ANY OTHER BENEFICIARY UNDER THIS AGREEMENT, SHALL HAVE
ANY POWER OR RIGHT TO TRANSFER, ASSIGN, ANTICIPATE, HYPOTHECATE, MORTGAGE,
COMMUTE, MODIFY, OR OTHERWISE ENCUMBER, IN ADVANCE, ANY OF THE BENEFITS PAYABLE
HEREUNDER, NOR SHALL ANY OF SAID BENEFITS BE SUBJECT TO SEIZURE BY ATTACHMENT,
GARNISHMENT OR OTHERWISE FOR THE PAYMENT OF ANY DEBTS, JUDGMENTS, ALIMONY OR
SEPARATE MAINTENANCE OWED BY THE MEMBER OR HIS BENEFICIARY, NOR BE TRANSFERABLE
BY OPERATION OF LAW IN THE EVENT OF BANKRUPTCY, INSOLVENCY OR OTHERWISE. IN THE
EVENT THE MEMBER OR ANY BENEFICIARY ATTEMPTS ASSIGNMENT, COMMUTATION,
HYPOTHECATION, TRANSFER OR DISPOSAL OF THE BENEFITS HEREUNDER, THE CORPORATION'S
LIABILITIES SHALL FORTHWITH CEASE AND TERMINATE.
SECTION 11.02
BINDING OBLIGATION OF CORPORATION AND ANY SUCCESSOR IN
INTEREST. THE 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 AGREEMENT. THIS AGREEMENT SHALL BE
BINDING UPON THE PARTIES HERETO, THEIR SUCCESSORS, BENEFICIARIES, HEIRS, AND
PERSONAL REPRESENTATIVES.
9
SECTION 11.03
REVOCATION. IT IS AGREED BY AND BETWEEN THE PARTIES HERETO
THAT, DURING THE LIFETIME OF THE MEMBER, THIS AGREEMENT MAY BE AMENDED OR
REVOKED AT ANY TIME OR TIMES, IN WHOLE OR IN PART, BY THE MUTUAL WRITTEN ASSENT
OF THE MEMBER AND THE CORPORATION.
SECTION 11.04
GENDER. WHENEVER, IN THIS AGREEMENT, WORDS ARE USED IN THE
MASCULINE OR NEUTER GENDER, THEY SHALL BE READ AND CONSTRUED AS IN THE
MASCULINE, FEMININE, OR NEUTER GENDER WHENEVER THEY SHOULD SO APPLY.
SECTION 11.05
EFFECT ON OTHER CORPORATION BENEFIT PLANS. NOTHING
CONTAINED IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF THE MEMBER TO PARTICIPATE
IN OR BE COVERED BY ANY QUALIFIED OR NON-QUALIFIED PENSION, PROFIT SHARING,
GROUP, BONUS, OR OTHER SUPPLEMENTAL COMPENSATION OR FRINGE BENEFIT PLAN
CONSTITUTING A PART OF THE CORPORATION'S EXISTING OR FUTURE COMPENSATION
STRUCTURE.
SECTION 11.06
HEADINGS. HEADING AND SUBHEADINGS IN THIS AGREEMENT ARE
INSERTED FOR REFERENCE AND CONVENIENCE ONLY AND SHALL NOT BE DEEMED A PART OF
THIS AGREEMENT.
SECTION 11.07
APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF KANSAS.
ARTICLE XII
ERISA PROVISIONS
SECTION 12.01
NAMED FIDUCIARY AND PLAN ADMINISTRATOR. THE "NAMED
FIDUCIARY AND PLAN ADMINISTRATOR" OF THIS PLAN SHALL BE JAMES STROVAS UNTIL HIS
RESIGNATION OR REMOVAL BY THE BOARD OF DIRECTORS. AS NAMED FIDUCIARY AND PLAN
ADMINISTRATOR, JAMES STROVAS SHALL BE RESPONSIBLE FOR THE MANAGEMENT, CONTROL,
AND ADMINISTRATION OF THE DEFERRED COMPENSATION AGREEMENT AS ESTABLISHED HEREIN.
HE MAY DELEGATE TO OTHERS CERTAIN ASPECTS OF THE MANAGEMENT AND OPERATION
RESPONSIBILITIES OF THE PLAN INCLUDING THE EMPLOYMENT OF ADVISORS AND THE
DELEGATION OF MINISTERIAL DUTIES TO QUALIFIED INDIVIDUALS.
SECTION 12.02
CLAIMS