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 5.02
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.
SECTION 5.03
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 5.04
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 5.05
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 5.06
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 5.07
APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF KANSAS.
ARTICLE VI
ERISA PROVISIONS
SECTION 6.01
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
4
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 6.02
CLAIMS PROCEDURE AND ARBITRATION. IN THE EVENT THAT A
DISPUTE ARISES OVER BENEFITS UNDER THIS PLAN AGREEMENT AND BENEFITS ARE NOT PAID
TO THE MEMBER (OR TO HIS BENEFICIARY, IN THE CASE OF THE MEMBER'S DEATH) AND
SUCH CLAIMANTS FEEL THEY ARE ENTITLED TO RECEIVE SUCH BENEFITS, THEN A WRITTEN
CLAIM MUST BE MADE TO THE NAMED FIDUCIARY AND PLAN ADMINISTRATOR NAMED ABOVE
WITHIN SIXTY (60) DAYS FROM THE DATE PAYMENTS