Common use of Collection of Death Proceeds Clause in Contracts

Collection of Death Proceeds. 8.1 Upon the death of the Executive, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 Upon the death of the Executive, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Executive, in the manner and in the amount or amounts provided in the beneficiary designation provisions of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy proceeds payable at the death of the Executive. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the second death of the ExecutiveEmployee and his said wife, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the Policy; when . When such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the second death of the ExecutiveEmployee and his said wife, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)hereunder. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In Notwithstanding any term or provision hereof to the contrary, in no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the second death of the ExecutiveEmployee and his said wife. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any term or provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the second death of the Executive Employee and his said wife and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s beneficiary or beneficiaries Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee or the survivor of the Insureds, as applicable, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Trust to take whatever action is necessary to collect the death benefit provided under each Policy. When the Policy; when such death benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee or the survivor of the Insureds, as applicable, the Company Corporation shall have the unqualified right to receive a portion of such the death benefit under each Policy equal to the greater of (i) one-third thereof the total amount of the premiums paid by the Corporation with respect to that Policy under this Agreement, or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the that Policy existing at the date of (excluding surrender charges or other similar charges or reductions) immediately before the death of the Executive Employee or the survivor of the Insureds, as applicable (including any interest due on such indebtednessthe “Corporation’s Death Benefit”). The balance of the death benefit provided under the Policy, if any, each Policy shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveTrust, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the that Policy. In no event shall the amount payable to the Company Corporation hereunder with respect to any Policy exceed the Policy proceeds payable at the death as a result of the Executivematurity of that Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Trust, until the full amount due of the Company hereunder Corporation’s Death Benefit under that Policy has been paidpaid to the Corporation. The parties hereto agree that the beneficiary designation provision of the each Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the any Policy upon the death of the Executive Employee or the survivor of the Insureds, as applicable, and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share retain such premiums based on their respective cumulative contributions theretopremiums.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the Executive, Employee the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s Employee's beneficiary or of beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Company at the direction of the Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of any indebtedness against the Policy incurred by the Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from the Policy; (2) or the cash value of the Policy, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the endorsement or beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policy at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee, until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the ExecutiveEmployee’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Trust to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or (including all such premiums paid pursuant to the then cash surrender value of the policy, such amount 1999 Agreement) reduced by the amount, if any, of any indebtedness against the Policy incurred by the Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from the Policy; (2) or the cash value of the Policy, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveTrust, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policy at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Trust, until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Trust shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take in taking whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has benefits have been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such the death benefit of the Policies equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or with respect to the then cash surrender value of the policyPolicies, such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policies, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the PolicyPolicies, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions of the PolicyPolicies. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds death benefit of the Policies payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision provisions of the Policy Policies shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy Policies upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the PolicyPolicies, the Company and the Executive’s beneficiary or beneficiaries such amount shall first be paid to Corporation until it shall have received the unqualified right return of all premiums paid by it, reduced by the amount of any outstanding indebtedness which was incurred by the Corporation and secured by the Policies, including any interest due on such indebtedness and any remaining amount shall be paid to share such premiums based on their respective cumulative contributions theretothe Owner.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyhereunder, such amount reduced by the amountplus 4%, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)compounded annually. The balance of the death benefit provided under the Policy, if any, Policy shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. The Corporation shall have the unqualified right to receive the balance, if any, of the death benefit provided under the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Employee, until the full amount due the Company Corporation for the return of its premiums plus interest hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share retain such premiums based on their respective cumulative contributions theretopremiums.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee prior to the termination of this Agreement during the Employee's lifetime, the Company and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive Owner to take whatever action is necessary to collect the death benefit provided under the Policy; when . When such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee prior to the termination of this Agreement during the Employee's lifetime, the Company shall have the unqualified right to receive a portion of such death benefit in a single lump sum cash payment in an amount equal to the greater of (i) one-third thereof or (ii) the greater of the total aggregate amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced premium payments made by the amount, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)Company hereunder. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the insurance benefits payable under the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit insurance benefits to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company hereunder has been paid. The parties hereto agree that that, upon the request of the Company, the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee prior to the termination of this Agreement during the Employee's lifetime and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s Owner's designated beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their the respective cumulative contributions by the Company and the Owner thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Company at the direction of the Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of any indebtedness against the Policy incurred by the Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from the Policy; (2) or the cash value of the Policy, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the endorsement or beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policy at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee, until the full amount due the 2391116 Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s Employee's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executive, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the Policy; when . When such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the Executive, Executive while the Policy and this Agreement are in force, (i) the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyCompany, such amount reduced by the amount, if any, of any indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The ; (ii) the Executive's Beneficiaries shall receive the lesser of (A) the balance (after (i) above has been satisfied) of the death benefit provided under the Policy, if any, Policy or (B) an amount equal to five hundred percent (500%) of the Executive's Base Salary (as defined in Executive's Executive Security Agreement) less the amount of insurance otherwise payable to Executive's Beneficiaries under other Company-paid insurance plans; and the amount of such insurance shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Executive, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy; and (iii) the Company shall be entitled to receive the balance (after (i) and (ii) above have been satisfied), if any, of the death benefit provided under the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy proceeds payable at the death of the Executive. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Executive, until the full total amount due of the premiums paid by the Company hereunder hereunder, reduced by any indebtedness against the Policy existing at the death of the Executive (including any interest due on such indebtedness), has been paidpaid to the Company. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executivesurvivor of the Insureds, TALX and the Company Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee or, in the Company case of any policy insuring the lives of both Employee and his wife, upon the survivor's death, TALX shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) following amounts: POLICY #G1493316: TALX will be reimbursed for the greater of the total full amount of premiums paid by it hereunder or on this policy on the then cash surrender value joint lives of the policy, such Employee and his wife. POLICY #G1602171: TALX will be reimbursed for the full amount reduced of premiums paid by it on this policy on the amount, if any, joint lives of indebtedness against the Policy existing at Employee and his wife. POLICY #W4311947: TALX will receive the date full amount of the death benefit on this policy on the Employee's life, over the sum of One Million Dollars ($1,000,000). POLICY #R2639245: TALX will be reimbursed for the Executive (including any interest due full amount of premiums paid by it on such indebtedness)this policy on Employee's life. The balance of the death benefit provided under the PolicyPolicies, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Executive, Owner in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the PolicyPolicies. In no event shall the amount payable to the Company TALX hereunder exceed the Policy proceeds payable at the death as a result of the Executivematurity of such Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company TALX hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy policies shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy Policies upon the death of the Executive survivor of the Insureds and in lieu thereof the Insurer refunds all or any part of the premiums paid for the PolicyPolicies, the Company TALX and the Executive’s beneficiary or beneficiaries Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when . When such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyPolicy, such amount reduced by the amount, if any, of any indebtedness against the Policy existing at the date of the death of the Executive Employee (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Employee until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the ExecutiveEmployee’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveInsured, the Company Corporation shall cooperate with the Trustee and any other beneficiary or beneficiaries designated by the Executive Trustee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveInsured, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater its Return of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)Premium. The balance of the death benefit provided under the Policy, if any, shall be paid to the Trust or directly to the any other beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveTrustee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveInsured. No amount shall be paid from such death benefit to the Trust or to any other beneficiary or beneficiaries designated by the Company at the direction of the Executive Trustee until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform conforms to the provisions hereof. When the death benefit has been collected and paid as provided herein and the Corporation has received its Return of Premium as provided in Section 8 hereof, this Agreement and the Collateral Assignment shall thereupon terminate and the Corporation shall have no further obligation hereunder. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Insured and in lieu thereof the Insurer refunds all or any part of the premium or premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share receive a portion of such refund equal to the total amount of the premiums based on their respective cumulative contributions theretopaid by the Corporation hereunder, but not in excess of the amount of such refund.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under each Policy. When the Policy; when such death benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such the death benefit under each Policy equal to the greater of (i) one-third thereof the total amount of the premiums paid by the Corporation with respect to that Policy under this Agreement (including any amounts rolled over from any life insurance policies that were subject to the Prior Agreement), or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the that Policy existing at the date of (excluding surrender charges or other similar charges or reductions) immediately before the death of the Executive Employee (including any interest due on such indebtednessthe “Corporation’s Death Benefit”). The balance of the death benefit provided under the Policy, if any, each Policy shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the that Policy. In no event shall the amount payable to the Company Corporation hereunder with respect to any Policy exceed the Policy proceeds payable at the death as a result of the Executivematurity of that Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Employee, until the full amount due of the Company hereunder Corporation’s Death Benefit under that Policy has been paidpaid to the Corporation. The parties hereto agree that the beneficiary designation provision of the each Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the any Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share retain such premiums based on their respective cumulative contributions theretopremiums.

Collection of Death Proceeds. 8.1 a) Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b) Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c) Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s Employee's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Company at the direction of the Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of any indebtedness against the Policy incurred by the Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from the Policy; (2) or the cash value of the Policy, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the endorsement or beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policy at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee, until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s Employee's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater cash surrender value of (i) one-third thereof or (ii) the greater of Policy on February 1, 1996 plus the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyafter February 1, such amount 1996 reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s Employee's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyhereunder, such amount reduced by the amount, if any, of any indebtedness against the Policy existing at the date of the death of the Executive Employee (including any interest due on such indebtedness). The balance portion of the death benefit provided under to which the Policy, if any, Employee's beneficiary or beneficiaries are entitled shall be paid directly to the beneficiary or beneficiaries designated by the Company Employee or by the Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no the event shall that the total death proceeds under the Policy exceed the sum of the amount payable due to the Company hereunder exceed the Policy proceeds payable at the death of the Executive. No amount shall be paid from such death benefit to the Employee's beneficiary or beneficiaries designated and the total amount of premiums paid by the Company at Corporation (reduced by any indebtedness as provided above), then the direction of the Executive until the full amount due the Company hereunder has been paidCorporation shall be entitled to such excess death proceeds. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the an unqualified right to share receive such premiums based on their respective cumulative contributions theretoand any additional proceeds.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee or the survivor of the Insureds, as applicable, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under each Policy. When the Policy; when such death benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee or the survivor of the Insureds, as applicable, the Company Corporation shall have the unqualified right to receive a portion of such the death benefit under each Policy equal to the greater of (i) one-third thereof the total amount of the premiums paid by the Corporation with respect to that Policy under this Agreement (including any amounts rolled over from any life insurance policies that were subject to the Prior Agreements), or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the that Policy existing at the date of (excluding surrender charges or other similar charges or reductions) immediately before the death of the Executive Employee or the survivor of the Insureds, as applicable (including any interest due on such indebtednessthe “Corporation’s Death Benefit”). The balance of the death benefit provided under the Policy, if any, each Policy shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the that Policy. In no event shall the amount payable to the Company Corporation hereunder with respect to any Policy exceed the Policy proceeds payable at the death as a result of the Executivematurity of that Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Employee, until the full amount due of the Company hereunder Corporation’s Death Benefit under that Policy has been paidpaid to the Corporation. The parties hereto agree that the beneficiary designation provision of the each Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the any Policy upon the death of the Executive Employee or the survivor of the Insureds, as applicable, and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share retain such premiums based on their respective cumulative contributions theretopremiums.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the ExecutiveEmployee’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder or hereunder. If the then cash surrender value Owner has outstanding loans, which have reduced the proceeds below the amount of premiums that the policyCorporation has paid, such amount reduced by Owner shall be required to repay said loans in order to increase the amount, if any, of indebtedness against available funds needed to repay the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)Corporation. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee, taking into account the repayment of any and all loans by the Owner. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part a portion of the premiums paid for the Policy, the Company Corporation shall first receive its full premium contributions that it has paid hereunder, before the Owner receives its share, and then the Executive’s beneficiary or beneficiaries Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions theretothe balance of any refunded premiums. Owner and Employee shall take all actions necessary to comply with the policy requirements to assure that the and/or the Cash Surrender Value will be available.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee and his spouse, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee and his spouse, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)hereunder. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and his spouse, and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s beneficiary or beneficiaries Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions theretothe amounts paid by the Corporation and the amounts paid by the Employee, if any.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executivesurvivor of the Insureds, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the Executivesurvivor of the Insureds, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyhereunder, such amount reduced by the amountplus 4%, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)compounded annually. The balance of the death benefit provided under the Policy, if any, Policies shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the PolicyPolicies. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death as a result of the Executivematurity of the Policies as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Employee, until the full amount due the Company Corporation for the return of its premiums plus interest hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy Policies shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy Policies upon the death of the Executive survivor of the Insureds and in lieu thereof the Insurer refunds all or any part of the premiums paid for the PolicyPolicies, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share retain such premiums based on their respective cumulative contributions theretopremiums.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Trust to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or (including all such premiums paid pursuant to the then cash surrender value of the policy, such amount 1999 2140364.14 Agreement) reduced by the amount, if any, of any indebtedness against the Policy incurred by the Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from the Policy; (2) or the cash value of the Policy, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveTrust, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policy at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Trust, until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Trust shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Trust to take whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or (including all such premiums paid pursuant to the then cash surrender value 1999 Agreement) reduced by any indebtedness against either of the policy, such amount reduced Policies incurred by the amount, if any, of indebtedness against the Policy Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from either of the Policies; (2) or the cash value of the Policies, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the PolicyPolicies, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveTrust, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of each of the PolicyPolicies. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policies at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Trust, until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of each of the Policy Policies shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under either of the Policy Policies upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for either of the PolicyPolicies, the Company and the Executive’s beneficiary or beneficiaries Trust shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executivesurvivor of the Insureds, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive Owner to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the Executivesurvivor of the Insureds, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)hereunder. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death as a result of the Executivematurity of the Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive survivor of the Insureds and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s beneficiary or beneficiaries designated by the Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive to take in taking whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has benefits have been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such the death benefit of the Policies equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or with respect to the then cash surrender value of the policyPolicies, such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policies, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the PolicyPolicies, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Executivebeneficiary, in the manner and in the amount or amounts provided in the beneficiary designation provisions of the PolicyPolicies. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds death benefit of the Policies payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision provisions of the Policy Policies shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy Policies upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the PolicyPolicies, the Company and the Executive’s beneficiary or beneficiaries such amount shall first be paid to Corporation until it shall have received the unqualified right return of all premiums paid by it, reduced by the amount of any outstanding indebtedness which was incurred by the Corporation and secured by the Policies, including any interest due on such indebtedness and any remaining amount shall be paid to share such premiums based on their respective cumulative contributions theretothe beneficiary.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executivesurvivor of the Insureds, TALX and the Company Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee or, in the Company case of any policy insuring the lives of both Employee and his wife, upon the survivor’s death, TALX shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) following amounts: POLICY #G1493316: TALX will be reimbursed for the greater of the total full amount of premiums paid by it hereunder or on this policy on the then cash surrender value joint lives of the policy, such Employee and his wife. POLICY #G1602171: TALX will be reimbursed for the full amount reduced of premiums paid by it on this policy on the amount, if any, joint lives of indebtedness against the Policy existing at Employee and his wife. POLICY #W4311947: TALX will receive the date full amount of the death benefit on this policy on the Employee’s life, over the sum of One Million Dollars ($1,000,000). POLICY #R2639245: TALX will be reimbursed for the Executive (including any interest due full amount of premiums paid by it on such indebtedness)this policy on Employee’s life. The balance of the death benefit provided under the PolicyPolicies, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Executive, Owner in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the PolicyPolicies. In no event shall the amount payable to the Company TALX hereunder exceed the Policy proceeds payable at the death as a result of the Executivematurity of such Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company TALX hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy policies shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy Policies upon the death of the Executive survivor of the Insureds and in lieu thereof the Insurer refunds all or any part of the premiums paid for the PolicyPolicies, the Company TALX and the Executive’s beneficiary or beneficiaries Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 (a) Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Corporation at the direction of the Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 (b) Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyPolicy (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee, such amount reduced by the amount, if any, of any indebtedness against the Policy existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy death proceeds payable under the Policy at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Employee, until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Company at the direction of the Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of any indebtedness against the Policy incurred by the Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from the Policy; (2) or the cash value of the Policy, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the endorsement or beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policy at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee, until the full amount due the 2391001 Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s Employee's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Corporation at the direction of the Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder plus 4% compounded annually, or (ii) the then aggregate cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing at the date of (excluding surrender charges or other similar charges or reductions) immediately before the death of the Executive Employee (including any interest due on such indebtednessthe “Corporation’s Death Benefit”). The In no event shall the Corporation’s Death Benefit exceed the Policy proceeds payable at the death of the Employee. After payment in full of the Corporations Death Benefit, the balance of the death benefit provided under the Policy, if any, Policy shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death as a result of the Executivematurity of the Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive Employee until the full amount due of the Company hereunder Corporation’s Death Benefit has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the ExecutiveEmployee’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executivesurvivor of the Insureds, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has benefits have been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the Executivesurvivor of the Insureds, the Company Corporation shall have the unqualified right to receive a portion of such the death benefit of each Policy equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or with respect to such Policy (which amount shall be calculated subject to the then cash surrender value provisions of the policyparagraph c below), such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by such Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the such Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Executive, Owner in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the such Policy. In no event shall the amount payable to the Company Corporation hereunder with respect to any one Policy exceed the death benefit of such Policy proceeds payable at the death as a result of the Executivematurity of such Policy as a death claim. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy Policies shall conform to the provisions hereof. 8.3 c. For purposes of calculating the total amount of premiums paid by the Corporation hereunder with respect to a Policy, the Owner shall be deemed to have contributed toward each annual premium payment due with respect to such Policy (and the Corporation shall not be deemed to have contributed) an amount equal to the annual cost of current life insurance protection on the joint lives of the Insureds, measured by the U.S. Life Table 38, while both are alive and thereafter measured by the lower of the PS 58 rate, set forth in Revenue Ruling 55-747 (or the corresponding applicable provision of any future Revenue Ruling), or the Insurer's current published premium rate for annually renewable term insurance for standard risks. d. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the a Policy upon the death of the Executive survivor of the Insureds and in lieu thereof the Insurer refunds all or any part of the premiums paid for the such Policy, the Company Corporation and the Executive’s beneficiary or beneficiaries Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Bank shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Bank shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i) one-third thereof $750,000; or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyhereunder, such amount reduced by any outstanding indebtedness which was incurred by the amountBank and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Bank hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee until the full amount due the Company Bank hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries Bank shall have the unqualified right to share such premiums based on their respective cumulative contributions theretopremiums.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveAssociate, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Associate’s Trustee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveAssociate, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater total amount of (i) one-third thereof or (ii) the greater of the total amount of aggregate premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)indebtedness or the total Cash surrender value of the policy as of the date of the Associate’s death. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveAssociate’s Trust, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveAssociate. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Associate’s Trust until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Associate and in lieu thereof the Insurer refunds all or of any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries shall Corporation have the unqualified right to share such premiums based on their respective cumulative contributions theretopremiums.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executivesecond to die of the Employee and his spouse, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever all action is necessary to collect obtain the death benefit benefits provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminatePolicies. 8.2 Upon the death of the Executive, the Company b. The Corporation shall have the unqualified right to receive a the portion of such death benefit benefits equal to the greater Corporation's Interest in the Policies. The Corporation's Interest in the Policies is equal to the total amount of the premiums paid by the Corporation plus, if such Interest is not fully paid to the Corporation prior to March 1, 2015, 4% interest thereon compounded annually from and after March 1, 2015 until the earlier of (i) one-third thereof the date on which the Corporation receives full repayment of its Interest from the death benefit under the Policies, or (ii) the greater date on which the Corporation otherwise receives full repayment of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amountits Interest. The balance, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit benefits provided under the Policy, if anyPolicies, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy proceeds payable at the death of the ExecutivePolicies. No amount shall be paid from such death benefit benefits to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company hereunder Corporation has been paid. The parties hereto agree that the beneficiary designation provision of the Policy Policies shall conform to the provisions hereofof this Agreement. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the a Policy upon the death of the Executive survivor of the Insureds and in lieu thereof the Insurer refunds all or any part of the premiums paid for the PolicyPolicies, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share receive such refunded premiums based on their respective cumulative contributions theretoup to the amount of the total Corporation's Interest in the Policies and the balance, if any, shall belong to the Owner.

Collection of Death Proceeds. 8.1 a) Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Owner to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 Upon b) Under the death of the ExecutiveEmployee, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced plus interest at a rate to be determined annually by the amount, if any, Corporation on the anniversary of indebtedness against the Policy existing at the date of this Agreement, such rate not to exceed 8.0%, reduced by any outstanding indebtedness which was incurred by the death of Corporation and secured by the Executive (Policy, including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c) Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s beneficiary or beneficiaries Owner shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit an amount equal to four times the greater of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing Employee’s annual base salary at the date time of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policydeath, if anyless [$___________], shall be paid directly to the beneficiary or beneficiaries designated by the Company Corporation at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the PolicyPolicies. The Corporation shall have the unqualified right to receive the balance of the death benefit provided under the Policies, if any. In no event shall the amount payable to the Company beneficiary or beneficiaries designated by the Corporation at the direction of the Employee hereunder exceed the Policy sum of life insurance proceeds payable on all life insurance policies (not limited to the Policies) owned by the Corporation insuring the Employee, less the cash surrender value of those policies at the death time of the ExecutiveEmployee’s death. In the event no proceeds are payable for any reason, including because the Policies (and/or other policies referred to in the preceding sentence) have been surrendered or cancelled, no amount shall be payable to such beneficiary or beneficiaries. No amount shall be paid to the Corporation from such death benefit to until the full amount due the beneficiary or beneficiaries designated by the Company Corporation at the direction of the Executive until the full amount due the Company hereunder Employee has been paid. The parties hereto agree that the beneficiary designation provision of the Policy Policies shall conform to the provisions hereof. 8.3 Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Employer shall cooperate with the beneficiary or beneficiaries designated by the Executive Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company Employer shall have the unqualified right to receive a portion of such death benefit insurance benefits equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyhereunder, such amount reduced by any outstanding indebtedness which was incurred by the amountEmployer and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtednessindebtedness (the "Employer's Policy Interest"). The balance of the death benefit insurance benefits provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveEmployee, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Employer hereunder exceed the Policy proceeds insurance benefits payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit insurance benefits to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Employee until the full amount due the Company Employer hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Employer and the Executive’s Employee's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee prior to the termination of this Agreement during the Employee's lifetime, the Company and the Partnership shall cooperate with the beneficiary or beneficiaries designated by the Executive Partnership to take whatever action is necessary to collect the death benefit provided under the Policy; when . When such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee prior to the termination of this Agreement during the Employee's lifetime, the Company shall have the unqualified right to receive a portion $1,250,000 of such death benefit in a single lump sum cash payment; provided, however, that if the Employee's employment with the Company has terminated for any reason whatsoever (other than death) prior to the date upon which the Company has paid all five of the annual premium payments provided for in section 3(b) above, then the amount of the death benefit payable to the Company shall be reduced to an amount equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced aggregate premium payments made by the amount, if any, of indebtedness against the Policy existing at Company pursuant to section 3(b) above on or before the date of the death of the Executive (including any interest due on such indebtedness)termination. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutivePartnership, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy proceeds insurance benefits payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit insurance benefits to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Partnership until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee prior to the termination of this Agreement during the Employee's lifetime and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s Partnership's designated beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their the respective cumulative contributions by the Company and the Partnership thereto. For purposes of the preceding sentence, the Partnership shall be deemed to have made a premium payment with respect to the Policy on the effective date of this Agreement in an amount equal to $200.112.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company Corporation and the Owner shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever all action is necessary to collect obtain the death benefit benefits provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminatePolicies. 8.2 Upon the death of the Executive, the Company b. The Corporation shall have the unqualified right to receive a the portion of such death benefit benefits equal to the greater Corporation's Interest in the Policies. The Corporation's Interest in the Policies is equal to the total amount of the premiums paid by the Corporation PLUS, if such Interest is not fully paid to the Corporation prior to October 1, 2014, 4% interest thereon compounded annually from and after October 1, 2014 until the earlier of (i) one-third thereof the date on which the Corporation receives full repayment of its Interest from the death benefit under the Policies, or (ii) the greater date on which the Corporation otherwise receives full repayment of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amountits Interest. The balance, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit benefits provided under the Policy, if anyPolicies, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy proceeds payable at the death of the ExecutivePolicies. No amount shall be paid from such death benefit benefits to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company hereunder Corporation has been paid. The parties hereto agree that the beneficiary designation provision of the Policy Policies shall conform to the provisions hereofof this Agreement. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the a Policy upon the death of the Executive Insured and in lieu thereof the Insurer refunds all or any part of the premiums paid for the PolicyPolicies, the Company and the Executive’s beneficiary or beneficiaries Corporation shall have the unqualified right to share receive such refunded premiums based on their respective cumulative contributions theretoup to the amount of the total Corporation's Interest in the Policies and the balance, if any, shall belong to the Owner.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee prior to the termination of this Agreement during the Employee's lifetime, the Company and the Partnership shall cooperate with the beneficiary or beneficiaries designated by the Executive Partnership to take whatever action is necessary to collect the death benefit provided under the Policy; when . When such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee prior to the termination of this Agreement during the Employee's lifetime, the Company shall have the unqualified right to receive a portion $1,250,000 of such death benefit in a single lump sum cash payment; provided, however, that if the Employee's employment with the Company has terminated for any reason whatsoever (other than death) prior to the date upon which the Company has paid all five of the annual premium payments provided for in section 3(b) above, then the amount of the death benefit payable to the Company shall be reduced to an amount equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced aggregate premium payments made by the amount, if any, of indebtedness against the Policy existing at Company pursuant to section 3(b) above on or before the date of the death of the Executive (including any interest due on such indebtedness)termination. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutivePartnership, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy proceeds insurance benefits payable at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit insurance benefits to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Partnership until the full amount due the Company hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee prior to the termination of this Agreement during the Employee's lifetime and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s Partnership's designated beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their the respective cumulative contributions by the Company and the Partnership thereto. For purposes of the preceding sentence, the Partnership shall be deemed to have made a premium payment with respect to the Policy on the effective date of this Agreement in an amount equal to $200,112.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee and his Spouse, the Company Corporation shall cooperate with the then acting trustee of the Trust and the beneficiary or beneficiaries designated by the Executive Trust to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee and his Spouse, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums on the Policy paid by it hereunder or the then cash surrender value of the policyit, such amount reduced by any outstanding indebtedness which was incurred by the amountCorporation and secured by the Policy, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveTrust, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveEmployee and his Spouse. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Trust until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Employee and his Spouse and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s Trust's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death of the ExecutiveEmployee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive Trust to take whatever action is necessary to collect the death benefit provided under the PolicyPolicies; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveEmployee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of of: (i1) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or (including all such premiums paid pursuant to the then cash surrender value 1999 Agreement) reduced by any indebtedness against either of the policy, such amount reduced Policies incurred by the amount, if any, of indebtedness against the Policy Company hereunder existing at the date of the death of the Executive (Employee, including any interest due on such indebtedness), or any withdrawals made by the Company from either of the Policies; (2) or the cash value of the Policies, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the PolicyPolicies, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveTrust, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of each of the PolicyPolicies. In no event shall the amount payable to the Company hereunder exceed the Policy death proceeds payable under the Policies at the death of the ExecutiveEmployee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Trust, until the full amount due the Company 2386506.18 hereunder has been paid. The parties hereto agree that the beneficiary designation provision of each of the Policy Policies shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under either of the Policy Policies upon the death of the Executive Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for either of the PolicyPolicies, the Company and the Executive’s beneficiary or beneficiaries Trust shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

Collection of Death Proceeds. 8.1 a. Upon the death second to die of the ExecutiveInsureds, the Company Corporation shall cooperate with the beneficiary or beneficiaries designated by the Executive Owner to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death second to die of the ExecutiveInsureds, the Company Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater amount of the total amount of premiums paid by it hereunder or the then cash surrender value of the policy, such amount reduced by the amount, if any, of indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness)hereunder. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the other beneficiary or beneficiaries designated by the Company at the direction of the ExecutiveOwner, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy. In no event shall the amount payable to the Company Corporation hereunder exceed the Policy proceeds payable at the death of the ExecutiveInsureds. No amount shall be paid from such death benefit to the other beneficiary or beneficiaries designated by the Company at the direction of the Executive Owner until the full amount due the Company Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive Insureds and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company Corporation and the Executive’s beneficiary Owner or beneficiaries its donee shall have the unqualified right to share such premiums based on their the relative proportion of the respective cumulative contributions theretopremiums paid by the Corporation and by the Owner.

Collection of Death Proceeds. 8.1 a. Upon the death of the Executive, the Company shall cooperate with the beneficiary or beneficiaries designated by the Executive to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate. 8.2 b. Upon the death of the ExecutiveExecutive while the Policy and this Agreement are in force, (i) the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) one-third thereof or (ii) the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the policyCompany, such amount reduced by the amount, if any, of any indebtedness against the Policy existing at the date of the death of the Executive (including any interest due on such indebtedness). The ; (ii) the lesser of the balance (after (i) above has been satisfied) of the death benefit provided under the Policy, if any, Policy or an amount equal to five hundred percent (500%) of the Executive's base salary (this does not include any bonus or incentive compensation to which the Executive may be entitled) for the Plan Year within which his death occurs shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Executive, in the manner and in the amount or amounts provided in the beneficiary designation provisions provision of the Policy; and (iii) the Company shall be entitled to receive the balance (after (i) and (ii) above have been satisfied), if any, of the death benefit provided under the Policy. In no event shall the amount payable to the Company hereunder exceed the Policy proceeds payable at the death of the Executive. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Executive Executive, until the full total amount due of the premiums paid by the Company hereunder hereunder, reduced by any indebtedness against the Policy existing at the death of the Executive (including any interest due on such indebtedness), has been paidpaid to the Company. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof. 8.3 c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Executive and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Executive’s 's beneficiary or beneficiaries shall have the unqualified right to share such premiums based (i) on their respective cumulative contributions thereto, if Executive's death is due to suicide within two years after the date of this Agreement, or (ii) in all other situations, on their respective shares of the death benefit that was otherwise to have been paid under the Policy at the death of the Executive.