FURTHER ASSURANCE.
THE COMPANY AND
DIRECTOR HEREBY AGREE TO EXECUTE ANY AND ALL FURTHER DOCUMENTS AND TO TAKE ANY
AND ALL FURTHER ACTIONS AS EITHER OF THEM MAY REASONABLY REQUEST IN ORDER TO
EFFECTUATE FULLY THE PROVISIONS OF THIS AGREEMENT.
5.
ENTIRE AGREEMENT.
THIS AGREEMENT
REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE COMPANY AND DIRECTOR CONCERNING THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS OR UNDERSTANDINGS,
WRITTEN OR ORAL, WITH RESPECT THERETO.
6.
APPLICABLE LAW.
THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND THE OBLIGATIONS AND
UNDERTAKINGS OF THE PARTIES HEREUNDER WILL BE PERFORMABLE IN DALLAS, DALLAS
COUNTY, TEXAS.
7.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF
WHICH SHALL CONSTITUTE ONE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
VARI-LITE INTERNATIONAL, INC.
By:
T. Clay Powers, President
James Howard Cullum Clark
James H. Clark, Jr.
2
Split-Dollar Life Insurance Agreement
Insurer:
John Hancock Mutual Life Insurance Company
Policy:
Modified Premium Whole Life Insurance Policy, Policy Number 67127330
Insured:
James H. Clark, Jr.
Owner:
James Howard Cullum Clark
Employer:
Vari-Lite International, Inc. (formerly Vari-Lite Holdings, Inc.)
Effective Date:
October 12, 1995
This Assignment and Assumption Agreement of Split-Dollar Life Insurance was
recorded by Insurer on
, 2002.
JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY
By:
Name:
Title:
3