The Xxxxxx-Xxxxx Corporation
Estate Enhancement Plan
Agreement
This Agreement is hereby entered into between The Xxxxxx-
Xxxxx Corporation (the "Corporation") and ________________
(the "Assignees"), as the Assignees of
_____________________ (the "Participant"), to be effective
_______________, pursuant to Participant's election for
coverage under The Xxxxxx-Xxxxx Corporation Estate
Enhancement Plan (the "Plan"). Assignees and Corporation
hereby certify, acknowledge and agree as follows:
1. Corporation and Assignees shall cause to be issued by
the Insurer a Survivorship Policy (the "Policy")
insuring the lives of Participant and his spouse
pursuant to the provisions of the Plan.
2. The Policy shall be owned by Corporation as provided in
the Plan.
3. The Policy shall be a Stag Last Survivor Flexible
Premium Variable Life Insurance Policy issued by
Hartford Life Insurance Company with an "Option B" death
benefit and an initial face amount of $___________.
4. The Policy's effective date shall be _____________.
5. Subject to the terms of the Plan, Corporation agrees to
pay premiums as directed by Assignees.
6. Assignees have read and understand the provisions of the
Plan, and agree that all terms and conditions specified
in the Plan are hereby incorporated by reference as
though fully set forth herein and form a part of this
Agreement.
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THE XXXXXX-XXXXX CORPORATION
By:
____________________ ______________________________
Name of Assignee Signature of Assignee
______________________________
Date
Address of Assignee: ______________________________
______________________________
______________________________ ______________________________
Consent and Acknowledgment of Participant:
The undersigned Participant has elected to participate in
the Plan and has read and understands the terms of the Plan
and this Agreement, consents to the terms of this Agreement
and agrees to be bound by and subject to the terms of this
Agreement to the same extent as if Participant had been a
party to this Agreement.
______________________________ ______________________________
Date Signature
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The Xxxxxx-Xxxxx Corporation
Estate Enhancement Plan
Death Benefit Agreement
THIS AGREEMENT is hereby entered into as of the
_______ day of _______________, by and between THE XXXXXX-
XXXXX CORPORATION (the "Corporation") , and
_______________, (the "Director").
W I T N E S S E T H T H A T:
WHEREAS, the Director is a member of the Corporation's
Board of Directors; and
WHEREAS, the Director wishes to provide a death
benefit for certain beneficiaries in the event of his/her
death; and
WHEREAS, the Corporation is willing to provide such
death benefit in recognition of the Director's service as a
member of the Corporation's Board of Directors; and
WHEREAS, the Director and the Corporation wish to
provide the terms and conditions upon which the Corporation
will provide such death benefit.
NOW, THEREFORE, the parties agree as follows:
Section 1. Terms. The following terms shall have
the meaning specified in this Section.
1.1 "Excess Equity Value" means the amount, if
any, by which the Corporation's share of the death benefit
received under the Insurance Policy exceeds the cumulative
premiums paid by the Corporation with respect to the
Insurance Policy.
1.2 "Insurance Policy" means the policy of life
insurance insuring the Director and Director's spouse,
which is described in Exhibit A attached hereto.
1.3 "Director's Beneficiary" shall mean the
beneficiary selected to receive the death benefit in
accordance with Section 3 hereof.
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Section 2. Death Benefit Obligation and Payment.
Upon the second to die of the Director and the Director's
spouse, the Corporation shall pay a death benefit (the
"Death Benefit") to the Director's Beneficiary within
thirty (30) days of the receipt by the Corporation of the
proceeds of the Insurance Policy, equal to the Excess
Equity Value.
Section 3. Election of Beneficiary. The Director
shall select a beneficiary or beneficiaries to receive the
Death Benefit by completing Exhibit B hereto. [Once such
beneficiary has been designated, such designation is
irrevocable.]
Section 4. Unsecured General Creditor.
Notwithstanding anything herein to the contrary, the
Corporation's obligation to pay the Death Benefit shall be
that of an unfunded and unsecured promise of the
Corporation to pay money in the future and the Corporation
shall not be under any obligation to apply the proceeds of
the Insurance Policy in satisfaction of the obligation
under Section 2 above. Neither the Director nor the
Director's designated beneficiary or beneficiaries shall
have any rights in the Insurance Policy or any other
property or assets of the Corporation.
Section 5. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Connecticut.
Section 6. Binding Effect. This Agreement shall
be binding upon and inure to the benefit of the Corporation
and the Director, and their respective legal
representatives, executors, administrators, heirs,
beneficiaries, and permitted successors, assigns, and
transferees.
Section 7. Amendment. This Agreement may not be
amended, altered or modified except by a written instrument
signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated
excepted as provided herein.
Section 8. Counterparts. This Agreement may be
executed simultaneously in two or more counterparts, each
of which shall be deemed an original and all of which, when
taken together, constitute one and the same document. The
signature of any party to any counterpart shall be deemed a
signature to, and may be appended to, any other
counterpart.
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IN WITNESS WHEREOF, the parties have signed this
Agreement effective as of the date first written above.
By: _____________________________________
Its: _____________________________________
______________________________________________
[Director]
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EXHIBIT A
DESCRIPTION OF INSURANCE POLICY
Insurer Policy Number Face Amount Date of Issue
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EXHIBIT B
THE XXXXXX-XXXXX CORPORATION
DEATH BENEFIT AGREEMENT
BENEFICIARY DESIGNATION FORM
All payments required to be made under Section 2 of the
DEATH BENEFIT AGREEMENT between The Xxxxxx-Xxxxx
Corporation and ________________ shall be made to the
following person(s):
Name of designated beneficiary: ____________________________
Address of designated beneficiary: ____________________________
____________________________
If the above-designated beneficiary does not survive me,
the payments will be made to the following successor
beneficiary:
Name of designated beneficiary: ____________________________
Address of designated beneficiary: ____________________________
____________________________
____________________________
Signature of Director
____________________________
Date
Designation Form was received by the Secretary of the
Company on _________________________.
____________________________
Secretary
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