EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into as of the 12th day of June, 1998, by and between
WILL X. XXXXXXXXX, a resident of the State of California
("Executive"), and JWGENESIS FINANCIAL CORP., a Florida
corporation (the "Company").
1. DUTIES AND EXTENT OF SERVICES
1.1 POSITION AND DUTIES. The Company hereby enters into
this Agreement to evidence and provide for the employment of
Executive as Vice-Chairman of the Company. Consistent with the
policies, guidelines, and directives established or promulgated
by the Board of Directors of the Company (the "Board"), Executive
shall use his best efforts, in the course of his business and
personal activities, as opportunities are presented to Executive,
(a) to promote the interests of the Company and its subsidiaries
and affiliates, (b) to convey information regarding the Company
and its subsidiaries and affiliates to potential customers and
clients, and (c) to facilitate contacts and communications
between the Company and its subsidiaries and affiliates and
potential clients and customers. In connection with, but without
limiting the foregoing, Executive shall provide to the Company
periodic written or oral reports of his activities with respect
to the forgoing duties. Executive shall only be required to
report directly to the Chief Executive Officer of the Company.
Executive agrees to serve, without additional compensation, in a
similar executive capacity with subsidiaries of the Company.
1.2 EXTENT OF SERVICES. Executive agrees to devote such
reasonable amount of time to the promotion of the Company's
interests as Executive deems is necessary to discharge his duties
in good faith, with the understanding that Executive shall not be
required to work full time or keep regular or specified office
hours or provide his services at a particular location. During
the term of this Agreement, Executive will not engage in
activities competitive with the Company except that it is
understood and agreed that Executive may engage in the operation
of one or more investment partnerships and engage in money
management and investment advisory and similar activities for his
own account or for the account of others and the Company shall
have no interest in the profits or revenues generated by such
activities. If Executive is required to utilize a competing
business to satisfy his fiduciary obligations to clients, such
actions will not be deemed to be in conflict with his obligations
to the Company hereunder.
2. TERM
The term of this Agreement (the "Term") shall commence on
June 12, 1998 and shall continue to December 31, 2001. This
Agreement may be earlier terminated only in accordance with
Section 7 hereof.
3. COMPENSATION
3.1 INCENTIVE COMPENSATION. The Company shall pay
Executive incentive compensation pursuant to the gross income
received by the Company from the activities and in the
percentages set forth on Exhibit A.
3.2 EXPENSE ALLOWANCE. Executive will receive an annual
accountable allowance for expenses incurred in connection with
furtherance of the business of the Company in the amount of
$450,000. Such allowance will be reimbursed to Executive on a
monthly basis upon receipt from Executive of documentation, which
satisfies the substantiation requirements for deductions as
promulgated by the Internal Revenue Service from time to time, of
the incurrence of such expenses; any amount actually incurred
that does not satisfy such deduction requirements will be
reimbursed subject to applicable income tax withholding
requirements.
3.3 RESTRICTED STOCK INCENTIVE PLAN. Upon the adoption of a
Restricted Stock Incentive Plan by the Company (the "Restricted
Stock Plan"), which may be adopted as part of an Incentive Bonus
Plan of the Company, twenty-five percent (25%) of Executive's
annual incentive compensation payable thereafter, at the option
of Executive, will be paid in the form of restricted shares of
Company common stock. The shares of restricted stock will be
awarded at eighty percent (80%) of the average closing price of
the common stock for the last ten consecutive trading days in the
calendar year to which the bonus relates and shall vest (in the
sense that restrictions and the risks of forfeiture with respect
thereto shall lapse) 50% on each of the first and second
anniversary of the award. Executive may elect to exchange up to
one-third of the restricted stock awarded under the Restricted
Stock Plan for a non-qualified stock option to purchase three
shares for each share of restricted stock awarded, at an exercise
price per share equal to the average closing price of the common
stock for the last ten consecutive trading days in the calendar
year to which the bonus relates. Any such non-qualified stock
option shall vest and be exercisable as to one-third of the total
number of shares on each of the first three anniversaries of the
grant date thereof, which shall be the same date on which the
exchange of the shares of restricted stock was made, and will
have a ten-year term, with provisions for accelerated vesting
upon a change of control (as defined in Section 7.5), death,
disability, or retirement. Attached on Exhibit B is a schedule
detailing Executive's and Company's agreements regarding the
assignment to Executive over time of portions of the life
insurance policies insuring Executive's life referenced thereon
and owned by the Company or its subsidiary.
4. BENEFITS
During Executive's employment hereunder, the Company shall
provide disability insurance coverage and other insurance
coverages and other benefits for Executive and his dependents on
such terms as the Company normally provides such benefits for its
executive officers, and amounts received from such benefits will
be in addition to compensation set forth in Section 3 of this
Agreement and the special insurance arrangements referred to in
Section 3.3.
5. CONFIDENTIAL INFORMATION
Executive agrees that he will hold in a fiduciary capacity,
for the benefit of the Company, all secret or confidential
information, knowledge, or data of the Company ("Confidential
Information") obtained by him during his employment by the
Company, and will not disclose such information to any person
other than in the course of performing his duties hereunder or as
may be required by law or by order of a court or other regulatory
authority of competent jurisdiction, unless the Company shall
consent in writing thereto. For the purposes of this Agreement,
Confidential Information does not include information of which
Executive had knowledge prior to the date of this Agreement.
Additionally, Executive agrees that, after termination of his
employment under this Agreement, he will not disclose, at any
time, to any person, any Confidential Information constituting a
trade secret under applicable law and, for a period of one (1)
year after termination of employment under this Agreement for
cause, Executive will not disclose Confidential Information to
any person whether or not such information constitutes a trade
secret under applicable law. For the purposes of this Section 5,
information that is or becomes a part of the public domain (other
than as a result of Executive's breach) shall not be deemed
Confidential Information.
6. NO RECRUITMENT
During Executive's employment hereunder and for one (1) year
after the termination of Executive's employment hereunder for
cause (or for such time as Executive is receiving by agreement
severance pay from the Company for termination other than for
cause), Executive will not, directly or indirectly, (a) induce or
conspire with, or attempt to induce or conspire with, any of the
officers or employees or registered representatives of the
Company or any of its subsidiaries or affiliates to terminate
their employment or relationship with or compete against the
Company or any of its subsidiaries or affiliates, or any of the
clients or customers of any such entity to terminate their
relationship with any such entity, or (b) divert or attempt to
divert any or all of such clients' or customers' business with
the Company or any of its subsidiaries or affiliates from any
such entity, unless the Company shall consent in writing thereto.
7. TERMINATION OF EMPLOYMENT
7.1 BY COMPANY. Executive's employment under this
Agreement may be terminated by the Company at any time for cause.
For the purposes of this Section 7.1, "cause" shall mean: (a) the
conviction of Executive for an act or acts of dishonesty by
Executive that constitutes a felony under applicable law and that
subjects the Company to substantial loss or detriment, as
determined by a majority of the members of the Board; (b) the
imposition of disciplinary action against Executive, pursuant to
a final non-appealable action, by a regulatory body having
disciplinary authority over members of Executive's profession,
which disciplinary action prevents Executive from performing his
duties hereunder for a period of not less than thirty-one (31)
consecutive days and is determined by a majority of the members
of the Board to have caused substantial loss or detriment to the
Company; or (c) Executive's deliberate and intentional disregard
of lawful instructions from the Board that are consistent with
the limited scope of duties and services set forth in Sections
1.1 and 1.2, which disregard has caused (or if continued, will
cause) manifest and material loss or detriment to the Company as
determined by the affirmative vote of 75% of the non-employee
members of the Board; provided, however, that Executive shall
have received written notice of alleged disregard from the Board
and shall have failed within thirty (30) days after the receipt
of such notice to cure and correct such disregard (or to begin in
good faith to effect such cure and correction if such cannot be
practically completed within such 30-day period).
If Executive's employment is terminated under this Section
7.1, the Company shall have no further obligation to Executive
hereunder except to pay or reimburse to him, in cash on the
effective date of such termination or as soon thereafter as
possible, any amount accrued but unpaid hereunder as of the
termination date and, thereafter, any amount that otherwise would
become payable pursuant to Section 3.1 (as a result of
transactions in process as of the date of termination) if there
had been no termination and any amounts reimbursable under
Section 3.2 for expenses incurred prior to termination; and to
permit Executive to exercise (within the 30-day period
thereafter) the stock option described in Section 3.3 with
respect to the number of shares for which the option has vested
as of such termination date, and except that the rights of
Executive (and the obligations of the Company) under Section 8
shall continue without regard to such termination. If
Executive's employment is terminated by the Company for cause, as
provided above, this Agreement shall terminate and neither party
shall have any further obligation to the other, except as
provided above, and except for Executive's agreements contained
in Sections 5 and 6.
7.2 BY DEATH. If Executive dies, this Agreement shall
terminate on the date of Executive's death. In such event, the
Company shall pay promptly to Executive's designated beneficiary
or, if no designated beneficiary, to Executive's estate, any
compensation or other amount earned or accrued as of the date of
Executive's death but not yet paid and any other payments to
which Executive is entitled pursuant to Section 3.1 hereof (as a
result of transactions in process as of the date of Executive's
death) and Section 4 and any amounts reimbursable under Section
3.2 for expenses incurred prior to Executive's death, and permit
Executive's estate or legal representative to exercise (during
the one-year period thereafter) any outstanding stock option with
respect to the number of shares for which the option has vested
and has not expired as of such date.
7.3 BY DISABILITY. If Executive becomes unable to perform
his normal duties hereunder as a result of his incapacity due to
physical or mental illness for a period of at least one hundred
twenty (120) consecutive days, the Company shall have the option
to terminate this Agreement upon the expiration of such period
(the "Disability Date"). In such an event, the Company shall pay
or reimburse to Executive (within thirty (30) days thereof) all
amounts accrued but unpaid as of the Disability Date and,
thereafter, any amount that otherwise would become payable
pursuant to Section 3.1 (as a result of transactions in process
as of the Disability Date) if there had been no termination and
any amounts reimbursable under Section 3.2 for expenses incurred
prior to termination; Executive shall continue to vest in, and
remain entitled to exercise, any outstanding stock option in the
manner and at the times otherwise set forth therein; and the
right of Executive (and the obligations of the Company) with
respect to the agreements set forth on Exhibit B shall continue
without regard to such termination.
7.4 BY DISCHARGE. If Executive's employment under the
terms of this Agreement is terminated by the Company for any
reason other than cause, death, or disability (in any such case a
"Discharge"), then (a) the Company shall pay to Executive, on the
date of Discharge, the amount of any accrued but unpaid Incentive
Compensation and any other amount that otherwise would become
payable pursuant to Section 3.1 (as a result of transactions in
process as of the Disability Date) if there had been no Discharge
and any amounts reimbursable under Section 3.2 for expenses
incurred prior to Discharge; (b) a lump sum amount (less any
applicable withholding taxes) without the requirement for
documentation, accounting, or other justification, equal to the
expense allowance under Section 3.2 that would otherwise be
payable through December 31, 2001, absent the Discharge; and (c)
Executive shall immediately become fully vested in, and be
entitled to exercise for a period of 90 days after the date of
Discharge, all outstanding stock options not previously vested or
exercised. Such payment shall be in addition to other payments,
if any, to which Executive is entitled pursuant to Section 4
hereof, and the rights of Executive (and the obligations of the
Company) under Section 8 and set forth on Exhibit B shall
continue without regard to such Discharge. No Discharge shall be
permitted pursuant to this Section 7.4 unless approved by a
majority of the members of the Board.
7.5 BY EXECUTIVE. (a) If a change of control of the
Company occurs that is not approved by Executive, Executive may
terminate this Agreement and such termination shall be treated as
if it were a Discharge under Section 7.4. For purposes hereof,
"change of control" shall mean (i) the acquisition by a person or
entity other than Executive or a now existing shareholder of the
Company (or any affiliate of Executive or such a shareholder of
the Company), whether in one or several transactions, by
exchange, merger, consolidation, assignment, stock spin-off,
stock split-up, or other transaction, of more than thirty-five
percent (35%) of the voting stock of the Company, or of the right
to vote or to direct the voting of such percentage of voting
stock; or (ii) a change in the membership of the Board of
Directors of the Company such that a majority of the members are
persons who are not Continuing Directors. For purposes of this
Agreement, a "Continuing Director" is a person who is a member of
the Board of Directors of the Company on the date hereof or a
person who is elected as a director of the Company upon the
nomination by or approval of a majority of the Continuing
Directors in office.
(b) Prior to the termination of this Agreement, Executive
may elect to retire from his position as Vice-Chairman of the
Company and forego the Incentive Compensation in Section 3.1 and
the expense allowance provided for in Section 3.2. If Executive
so elects to retire, (i) Executive will remain subject to the
terms of this Agreement, including his non-recruitment and non-
competition obligations, until the third anniversary of the date
of this Agreement, at which time his non-recruitment and non-
competition obligations hereunder will terminate and (ii)
Executive will be permitted to operate or otherwise be employed
as a registered representative of the Company for the remainder
of the term of this Agreement and be compensated in accordance
with the Company's then existing commission rate as such rate may
be amended from time to time.
8. LEGAL EXPENSE REIMBURSEMENTS
8.1 INDEMNIFICATION LEGAL EXPENSES. Without limiting the
scope of any indemnification to which Executive is or may be
entitled under applicable law or pursuant to the Company's
Articles of Incorporation, Bylaws, or contract for
indemnification of officers or directors of the Company, the
Company shall indemnify and hold Executive harmless from and
against the costs and expenses (including attorneys' fees and
costs) of Executive's defense with respect to any suit,
investigation, or other action or proceeding instituted or
threatened against Executive by any person, agency, body, or
other entity that is based on, arises out of, or is related to
any position that Executive has or had with the Company or any of
its subsidiaries or other affiliates or otherwise to the
performance by Executive of any duty or responsibility under this
Agreement. To the maximum extent permitted by applicable law,
the Company agrees to advance to Executive the amount of such
costs and expenses as they are incurred by Executive (upon
written request by Executive therefor, accompanied by reasonably
detailed explanation of the basis for such advance(s)), and
Executive agrees, to the extent that such agreement may be
required by applicable law to permit such advances, to account to
the Company for such advance(s), including to refund to the
Company any such amount that it may ultimately be determined
(according to applicable law) that Executive is not entitled to
receive as indemnification or reimbursement for such costs and
expenses as a result of the final disposition of the underlying
suit, investigation, or other action or proceeding in respect of
which such costs or expenses were incurred. The Company agrees
to take such corporate action as may be necessary or advisable,
if requested by Executive, to authorize, approve, or effectuate
and implement the rights conferred upon Executive in this Section
8.1.
8.2 DISPUTES RELATING TO AGREEMENT. If (a) Dispute (as
hereinafter defined) arises, and (b) either a court, governmental
agency, or similar body of competent jurisdiction issues a final,
nonappealable order, judgment or decree (a "Final Order"), or
Executive and the Company reach a definitive settlement of the
Dispute (a "Settlement"), that sustains the position in the
Dispute taken by Executive prior to the Dispute Date (as
hereinafter defined), then the Company shall reimburse Executive
for his reasonable legal expenses actually incurred from and
after the Dispute Date in connection with obtaining the Final
Order or Settlement, to the extent such expenses exceeded any
award for legal expenses contained in any such Final Order. For
purposes hereof, the "Dispute Date" shall be ten (10) business
days after the date upon which Executive delivers to the Company,
in accordance with Section 9.7, written notice setting forth the
particulars of a matter covered by this Agreement about which
Executive and the Company disagree (the "Dispute") and stating
his intention to seek legal counsel for assistance regarding such
matter. Except as expressly set forth above, the Company
undertakes no obligation to advance, reimburse, or otherwise pay
or assume any expense of Executive incurred in interpreting or
enforcing this Agreement.
8.3 SURVIVAL. The provisions of this Section 8 shall
survive any termination of Executive's employment or of this
Agreement.
9. MISCELLANEOUS
9.1 ASSIGNMENT. This Agreement is personal in nature and
may not be assigned by either party without the express written
consent of the other party; provided, however, that the
provisions of this Agreement shall inure to the benefit of and be
binding upon each successor of the Company, whether by merger,
consolidation, transfer of all or substantially all assets, or
otherwise.
9.2 WAIVER. The waiver by any party to this Agreement of a
breach by the other party of any of the provisions of this
Agreement shall not operate as or be construed as a waiver of any
different or subsequent breach.
9.3 ENTIRE AGREEMENT. This Agreement constitutes and
expresses the entire agreement of the parties with respect to the
subject matter hereof.
9.4 GOVERNING LAW. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the
State of Florida (without regard to its rules of conflicts of
laws).
9.5 NO THIRD PARTY BENEFICIARIES. Nothing in this
Agreement, whether express or implied, is intended to or shall be
construed to confer upon or give any person not a party hereto
any rights or remedies hereunder, whether as a third-party
beneficiary or otherwise.
9.6 SEVERABILITY. Should any clause or any other portion
of this Agreement be determined to be void or unenforceable for
any reason, such determination shall not affect the validity or
enforceability of any other clause or portion of this Agreement,
all of which shall remain in full force and effect, unless the
result of any such invalidity or unenforceability shall be to
cause a material failure of consideration to the party seeking to
sustain the validity or enforceability of the subject provision.
9.7 NOTICES. All notices and other communications
hereunder shall be deemed to have been duly given on the date of
receipt if delivered personally or three (3) business days after
deposit in the United States Mail, if in writing and sent to the
Company at its address provided following its signature to this
Agreement (Attention: Chief Executive Officer), or to Executive
at the address provided following his signature to this
Agreement, as the case may be, or to such other address as one
party shall have given to the other in accordance with this
provision.
9.8 EFFECT OF CAPTIONS AND HEADINGS. The captions and
headings contained herein are for convenience only, do not
constitute a part of this Agreement, and shall not be used in
construing it.
IN WITNESS WHEREOF, the parties have executed this
Agreement, as an instrument under seal, as of the day and year
first written above.
[SEAL] "Company"
Attest: JWGENESIS FINANCIAL CORP.
________________________________ By:/s/ Xxxx X. Xxxxx
Secretary or Assistant Secretary Xxxx X. Xxxxx
Executive Vice President
Address: 000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
"Executive"
/s/ Will X. Xxxxxxxxx (SEAL)
WILL X. XXXXXXXXX
Address:______________________
______________________
______________________
Exhibit A
The incentive compensation payable to Executive by the Company
under Section 3.1 of the Agreement will be calculated as follows:
I. MONTHLY PAYMENTS. The incentive compensation will be payable to
Executive on a monthly basis, within 15 days of the end of
each month with respect to incentive compensation earned by
Executive prior to termination of the Agreement.
II. RETAIL ACCOUNTS. The Company will pay to Executive 35% of the
commissions received by the Company or any subsidiary or
affiliate on or with respect to any retail accounts covered
by Executive. Such amounts will be paid to Executive
whether the commissions are received prior to or on or after
the end of the term of the Agreement; provided, however,
Executive shall not be entitled to any incentive
compensation with respect to commissions paid on any retail
account which relate to periods of time after the earlier of
(i) Executive has stopped covering such retail account and
(ii) the term of this Agreement.
III. INSTITUTIONAL ACCOUNTS. The Company will pay to Executive 20% of
the commissions received by the Company or any subsidiary or
affiliate on or with respect to any institutional accounts
covered by Executive. Such amounts will be paid to Executive
whether the commissions are received prior to or on or after
the end of the term of the Agreement; provided, however,
Executive shall not be entitled to any incentive
compensation with respect to commissions paid on any
institutional account which relate to periods of time after
the earlier of (i) Executive has stopped covering such
institutional account and (ii) the term of this Agreement.
IV. INVESTMENT BANKING ACTIVITIES. The Company will pay to Executive
a portion of the commission or fees received by the Company
or any subsidiary or affiliate from any investment banking
activities or transactions with respect to which either:
A. Executive has made the introduction which led to the
investment banking activity or transaction being undertaken
by the Company or any subsidiary or affiliate; or
B. Executive is directly or indirectly responsible for the
investment banking activity or transaction being undertaken
by the Company or any subsidiary or affiliate.
The portion of any such commission or fee to be paid by the
Company to Executive shall be not less than 7.5% nor more
than 15% of the aggregate commission or fee. The actual
percentage payable to Executive with respect to any
particular investment banking activity or transaction will
be negotiated and agreed to by Executive and Company in good
faith.
Such amounts will be paid to Executive only on transactions
which are in process prior to the end of the term of the
Agreement. A transaction shall be deemed to be in process
once an introduction by the Executive to the Company has
been made and there have been substantive discussions
regarding the transaction (or a variant of the transaction),
whether or not there is a signed letter of intent. Follow-
on investment banking activities or transactions (which are
not in process prior to the end of the term of the
Agreement) and which commence after the term will not be
subject to any payment to Executive.
Such amounts will be paid to Executive within 15 days after
receipt by the Company whether or not the commissions or
fees are received prior to or on or after the end of the
term of the Agreement.
V. NON-CASH CONSIDERATION. If any commissions or fees which would
give rise to incentive compensation under this Exhibit A are
received by the Company or any subsidiary or affiliate in a
form other than cash or cash equivalents (e.g., in the form
of stock, debentures, notes, etc.), then the incentive
compensation payable to Executive under this Exhibit A with
respect to such non-cash commissions or fees will consist of
an in-kind distribution of the appropriate percentage of the
non-cash consideration received by the Company or any
subsidiary or affiliate.
Exhibit B
The Company or its subsidiary is the owner of the following two
(2) term life insurance policies (the "Policies") upon the life
of Executive in the total face amount ("Total Face Amount") of
$3,500,000:
a) Policy No. 79 660 607 with The Prudential, contract date
November 1, 1990 in the face amount of $1,000,000 for a term of
twenty years and
b)Policy No. 79 660 570 with The Prudential, contract date
November 1, 1990 in the face amount of $2,500,000 for a term of
twenty years.
When and as provided below, the Company shall transfer and assign
to Executive ownership of, and the right to designate the
beneficiary on, part or all (the "Transferred Amount") of the
Total Face Amount of the Policies.
I. PERIODIC TRANSFERS AND ASSIGNMENTS. On each of the annual
anniversaries of the commencement of the Term on which
Executive remains employed by the Company, the Company shall
transfer and assign to Executive the indicated Transferred
Amount of the Total Face Amount of the Policies:
Increments of the Total Face Amount that shall
Date have been transferred to Executive
---- ----------------------------------------------
First Anniversary (June 12, 1999) 20%
Second Anniversary (June 12, 2000) 20%
Third Anniversary (June 12, 2001) 20%
---------------------------------------------------------------------
Total Transferred Amount 60%
II. EXPIRATION OF THE AGREEMENT. If Executive is employed by the
Company on December 31, 2001, and this Agreement is then in
effect (notwithstanding any continuing survival of Section 8
or any provisions of this Exhibit B), the Company shall
transfer and assign to Executive the entire remaining
portion of the Total Face Amount (so that 100% of the Total
Face Amount will have been transferred and assigned to
Executive); provided, however, in no event shall the Company
be required to transfer and assign to Executive any
Transferred Back Amount (as such term is defined below in
Section IV).
III. PAYMENT OF PREMIUMS. Executive shall pay, and shall be solely
responsible for the payment of, the pro-rated portion of any
premium allocable to any Transferred Amount of the Policies
and the Company shall pay the remainder of any such premiums
for the Policies.
IV. FAILURE TO PAY.
A. If at any time prior to November 1, 2010, Executive fails,
voluntarily or involuntarily, to pay the portion of any
premium for the Policies which he is to pay under
Section III, above, then the Company shall have the
option of paying such portion of the premium and
maintaining the Policies in good standing. The
provisions of this Section IV(a) shall not come into
effect if Executive's failure to pay any premium is due
to any waiver of premiums by the issuing insurance
company with respect to either or both of the Policies,
whether by reason of disability or otherwise.
B. If, as provided above, the Company elects to pay any
portion of the premium otherwise payable by Executive,
Executive hereby agrees, upon written notice from the
Company, to transfer and assign back to the Company
(and shall be deemed hereby to have done so) the
portion of the Transferred Amount with respect to which
the Company has paid the premium in place of Executive
(the "Transferred Back Amount").
C. Notwithstanding anything to the contrary contained
elsewhere in this Exhibit B, the Company shall not be
required to transfer and assign to Executive, and
Executive shall not be entitled to receive from the
Company, any portion of any Transferred Back Amount.
D. The occurrence of the circumstances described above in
this Section IV shall not excuse the Company from the
duty to transfer and assign to Executive any
Transferred Amounts (other than Transferred Back
Amounts) which subsequently are to be transferred and
assigned to Executive as provided in this Exhibit B and
Executive shall continue to be entitled to the transfer
to him of other portions of the Total Face Amount as
provided above, subject in each case to the above
provisions concerning Executive's possible failure to
pay the premiums that become due on such subsequent
Transferred Amounts
V. EXECUTIVE'S RIGHT TO DECLINE. Executive shall have the right to
decline to receive the assignment and transfer of any
Transferred Amount (or portion thereof) by giving written
notice thereof to the Company at or prior to the date on
which the Company is to transfer and assign such Transferred
Amount to Executive. The exercise by Executive of his right
to decline as provided above shall not excuse the Company
from its duties to make subsequent transfers and assignments
to Executive as provided in this Exhibit B.
VI. SURVIVAL. The provisions of this Exhibit B shall survive any
termination of the Agreement, including the expiration of
the Agreement in accordance with its terms.
