Exhibit 10.1
TRUST UNDER THE EMPLOYMENT AGREEMENTS BETWEEN
XXXXXXXXX SEMICONDUCTOR CORPORATION AND
XXXX X. XXXX, XXXXXX X. XXXXXX, AND XXXXXX X. XXXXX
(a) THIS AGREEMENT, made this 8 day of September, 2004, by and
between XXXXXXXXX SEMICONDUCTOR CORPORATION, a corporation organized under the
laws of the State of Delaware ("Company"), and X.X. XXXXXX & CO., a Maine
nondepository trust company ("Trustee");
(b) WHEREAS, Company has entered into the Employment Agreements
with Xxxx X. Xxxx, Xxxxxx X. Xxxxxx, and Xxxxxx X. Xxxxx ("Executives") listed
in Appendix A, under which it is obligated to provide lifetime health coverage
(hereinafter called the "Agreements");
(c) WHEREAS, Company has incurred or expects to incur liability
under the terms of such Agreements with respect to each Executive and his family
members who would be eligible dependents under the Company's group health plan
("Covered Individuals");
(d) WHEREAS, Company wishes to establish a trust (hereinafter
called "Trust") and to contribute to the Trust assets that shall be held
therein, subject to the claims of Company's creditors in the event of Company's
Insolvency, as herein defined, until paid to or for the benefit of Covered
Individuals in such manner and at such times as specified herein and in the
Agreements;
(e) WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect the status of each
of the Agreements as an unfunded arrangement maintained for the purpose of
providing welfare benefits for a member of a select group of management or
highly compensated employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974 ("ERISA");
(f) WHEREAS, it is the intention of Company to make contributions
to the Trust to provide itself with a source of funds to assist it in the
meeting of its liabilities under the Agreements;
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
SECTION 1
ESTABLISHMENT OF TRUST
(a) Company hereby deposits with the Trustee in trust Two Million
Two Hundred and Fifty Thousand Dollars ($2,250,000), which shall become the
principal of the Trust to be held, administered and disposed of by Trustee as
provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable, subject to
Section 12(b) below.
(c) The Trust is intended to be a grantor trust, of which Company
is the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon, shall be
held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Covered Individuals and general
creditors as herein set forth. Covered Individuals shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Agreements and this Trust Agreement shall be mere unsecured
contractual rights of Covered Individuals against Company. Any assets held by
the Trust will be subject to the claims of Company's general creditors under
federal and state law in the event of Insolvency, as defined in Section 3(a)
herein.
(e) Company, in its sole discretion, may at any time, or from time
to time, make additional deposits of cash or other property in trust with
Trustee to augment the principal to be held, administered, and disposed of by
Trustee as provided in this Trust Agreement. Neither the Trustee nor any Covered
Individual shall have any right to compel such additional deposits.
(f) Upon a Change in Control, Company shall, as soon as possible,
but in no event longer than 90 days following the Change in Control, as defined
herein, make an irrevocable contribution to the Trust in an amount that is
sufficient to provide each Covered Individual with the health coverage to which
he or she would be entitled pursuant to the terms of the Agreements and this
Trust Agreement ("Health Coverage") as of the date on which the Change in
Control occurred. Company shall promptly provide written notice of a Change in
Control to the Trustee.
An amount is "sufficient," within the meaning of the preceding sentence
if, when added to any cash or other property previously contributed to the Trust
by the Company, the fair market value of the Trust assets as of the date the
contribution is made equals or exceeds the sum of (1) the actuarial present
value of the future premium and "out-of-pocket expense" cost of the Health
Coverage, and future compensation and expenses of the Trustee, as of the date
the Change in Control occurred, and (2) the unpaid current premium and
"out-of-pocket expense" cost of such coverage, and all compensation owed and
expenses incurred but unpaid of the Trustee, pursuant to Section 9, as of such
date. All calculations and determinations required under this paragraph shall be
made by an independent actuary or accountant selected by the Trustee.
SECTION 2
PAYMENT TO OR FOR THE BENEFIT OF COVERED INDIVIDUALS
(a) Company shall deliver to Trustee a schedule (the "Payment
Schedule"), from time to time, that indicates the amounts payable for Health
Coverage in respect of each Covered Individual, or that provides a formula or
other instructions acceptable to Trustee for determining the amounts so payable,
the payee, and the time for payment of such amounts. Such amounts shall include
payment for the following types of health insurance: medical, dental and vision
care for each Covered Individual, and long-term care for the Executive and his
spouse. Except as otherwise provided
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herein, Trustee shall make payments to one or more health insurance carriers in
accordance with such Payment Schedule.
Unless payment is made by the Company pursuant to Section 2(c) below,
the Trustee shall reimburse each Covered Individual for any out-of-pocket
expense, as defined herein, of the Covered Individual. For purposes of this
Trust Agreement, an "out-of-pocket expense" is a deductible, co-payment or
coinsurance amount required to be paid by a Covered Individual under the benefit
design of the Health Coverage; and any premium paid by a Covered Individual for
any Medicare coverage, including Part B hospital coverage, Part D prescription
drug coverage, and supplemental (Medigap) coverage, shall be deemed an
out-of-pocket expense that is reimbursable in accordance with the procedures
described in this Section 2(a). Expenses which are not insured due to
limitations or exclusions under the benefit design of the Health Coverage or
under Medicare and Medigap coverage, whichever is applicable, shall not be an
"out-of-pocket expense" under the Trust. On or before March 11, 2005, the
Trustee shall transfer, on behalf of each Executive, to Benefit Concepts (or
such other agent or vendor designated by the Company) the amount of Five
Thousand Dollars ($5,000) to fund a separate account for the payments to be made
under this paragraph. Thereafter, the Trustee shall on a quarterly basis make
transfers to such accounts based on actual experience as reported to the Trustee
by the Company or its designated agent. The Company or its designated agent
shall provide the Trustee with instructions regarding the reporting and
withholding of any federal, state, or local taxes that may be required to be
withheld by the Trustee with respect to the payment of benefits pursuant to the
terms of the Agreements and this Trust Agreement, and the Trustee shall report
and pay such amounts to the appropriate taxing authorities as instructed by the
Company or its designated agent.
(b) The entitlement of any person to Health Coverage under the
Agreements shall be determined by Company or such party as it shall designate,
but any claim for benefits shall be considered and reviewed by the insurance
carrier or claims administrator under the procedures set out in the applicable
insurance policy or other applicable coverage document. The Company shall
appoint a third party administrator to receive and process claims from Covered
Individuals, to the extent such claims are not processed by the insurance
carrier. The Trustee shall be entitled to rely on such determinations made by
the Company, the insurance carrier, or claims administrator.
(c) Company may make the payments to a health insurance carrier
described in Section 2(a) directly to such carrier, or the payments to reimburse
for out-of-pocket expenses (described in such section) directly to a Covered
Individual, as they become due under the terms of the Agreements or this Trust
Agreement. Company shall notify Trustee of its decision to make such payments
directly prior to the time amounts are payable under Section 2(a). In addition,
if the principal of the Trust, and any earnings thereon, are not sufficient to
make payments in accordance with the terms of the Agreements and this Trust
Agreement, Company shall make the balance of each such payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.
(d) The Trustee shall purchase individual policies to secure the
medical insurance component of Health Coverage for Covered Individuals upon the
first to occur of the following events:
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(1) the Company ceases to maintain a comprehensive group
health plan covering major medical expenses for the Covered
Individuals, or
(2) the favorable tax treatment of health coverage or
health benefits under the Internal Revenue Code ceases to be available
to Covered Individuals under the Company group health plan covering
them, or
(3) the Company directs the Trustee to purchase an
individual policy.
The Trustee shall not be obligated to purchase individual policies to secure the
medical insurance component of Health Coverage for Covered Individuals before it
has received written notice of an event described in (d)(1) or (d)(2) above from
the Company or a Covered Individual. The Trustee may engage or consult with an
independent broker to assist it in purchasing individual policies, and may rely
on the advice of such broker. If the principal of the Trust, and any earnings
thereon, are not sufficient to purchase the individual policies required to be
purchased under this Section 2(d), Company shall provide the additional amounts
necessary to make such purchase. Trustee shall notify the Company if principal
and earnings are not sufficient. Notwithstanding Section 2(d)(2) to the
contrary, Trustee shall not purchase individual policies if notified by the
Company that it will, through additional (estimated) payments to Covered
Individuals, put them in substantially the same place they would have been in
had the favorable tax treatment remained available.
(e) If the Company does not deliver a Payment Schedule or provide
a formula or other instructions providing for payment of Health Coverage
pursuant to Section 2(a), the Trustee shall be authorized to provide for such
payment. The Trustee shall pay the entire premium due for Health Coverage,
except to the extent the Company makes such payment as provided in Section 2(c).
SECTION 3
TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT
(a) Trustee shall cease payments to or for the benefit of Covered
Individuals if Company is Insolvent. Company shall be considered "Insolvent" for
purposes of this Trust Agreement if (i) Company is unable to pay its debts as
they become due, or (ii) Company is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided
in Section 1(d) hereof, the principal and income of the Trust shall be subject
to claims of general creditors of Company under federal and state law as set
forth below.
(1) The Board of Directors and the Chief Executive
Officer of Company shall have the duty to inform Trustee in writing of
Company's Insolvency. If a person claiming to be a creditor of Company
alleges in writing to Trustee that Company has become Insolvent,
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Trustee shall determine whether Company is Insolvent and, pending such
determination, Trustee shall discontinue payments to or for the benefit
of Covered Individuals.
(2) Unless Trustee has actual knowledge of Company's
Insolvency, or has received notice from Company or a person claiming to
be a creditor alleging that Company is Insolvent, Trustee shall have no
duty to inquire whether Company is Insolvent. Trustee may in all events
rely on such evidence concerning Company's solvency as may be furnished
to Trustee and that provides Trustee with a reasonable basis for making
a determination concerning Company's solvency.
(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to or for the benefit of
Covered Individuals and shall hold the assets of the Trust for the
benefit of Company's general creditors. Nothing in this Trust Agreement
shall in any way diminish any rights of Covered Individuals to pursue
their rights as general creditors of Company with respect to benefits
due under the Agreements, the Trust Agreement or otherwise.
(4) Trustee shall resume the payment of benefits to or
for the benefit of Covered Individuals in accordance with Section 2 of
this Trust Agreement only after Trustee has determined that Company is
not Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee
discontinues payments from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments otherwise due
hereunder for Health Coverage for the period of such discontinuance, less the
aggregate amount of any such payments for Health Coverage made by Company in
lieu of the payments provided for hereunder during any such period of
discontinuance.
SECTION 4
PAYMENTS TO COMPANY
Except as provided in Section 3 hereof, Company shall have no right or
power to direct Trustee to return to Company or to divert to others any of the
Trust assets before all payments to or for the benefit of Covered Individuals
have been made pursuant to the terms of the Agreements and this Trust Agreement.
SECTION 5
INVESTMENT AUTHORITY
(a) In no event may Trustee invest in securities (including stock
or rights to acquire stock) or obligations issued by Company, other than a de
minimis amount held in common investment vehicles in which Trustee invests. All
rights associated with assets of the Trust shall be
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exercised by Trustee or the person designated by Trustee, and shall in no event
be exercisable by or rest with Covered Individuals.
(b) Trustee shall invest and reinvest the principal and income of
the Trust and keep the Trust invested, without distinction between principal and
income, in such investments as Trustee in its sole discretion shall determine
consistent with such written investment guidelines as the Company's chief
financial officer may from time to time provide. The Trustee may rely on such
written guidelines and, except as otherwise provided by law, shall have no
liability for following such guidelines. In the event Company fails to provide
written investment guidelines, Trustee shall invest the Trust in one or more of
the following instruments, as Trustee in its sole discretion shall determine:
U.S. Treasury bills, notes or bonds; U.S. Government agency securities; time
deposits; certificates of deposit (issued by financial institutions rated A or B
by Xxxxx, Xxxxxxxx & Xxxxx or similar rating agency); commercial paper (rated
A-1 by Standard & Poors or P-1 or better by Xxxxx'x Investor Service); bankers'
acceptances; repurchase agreements; and pooled short-term investment funds. In
addition, Trustee may invest or reinvest all or any specified portion of the
Trust in any common, collective or commingled trust fund which has been or may
hereafter be established and maintained by Trustee. Notwithstanding the
foregoing provisions of this paragraph (b) to the contrary, Trustee shall, from
time to time, liquidate Trust investments to the extent necessary to make a
payment required under this Trust Agreement.
SECTION 6
DISPOSITION OF INCOME
During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.
SECTION 7
ACCOUNTING BY TRUSTEE
(a) Trustee shall keep or cause to be kept accurate and detailed
accounts of any receipts, investments, disbursements and other transactions
hereunder and all necessary and appropriate records required to identify
correctly and reflect accurately the condition of the Trust. All such accounts
and records shall be open to inspection and audit at all reasonable times by any
person, including an independent public accountant, designated by Company, and
shall be preserved (in original form or on microfilm, magnetic tape or any other
similar process) for such period as Trustee may determine. Trustee may destroy
such accounts and records only after notifying Company in writing of its
intention to do so and transferring to Company any of such documents requested
in writing by Company. The Trustee shall not be obligated to maintain duplicate
copies of receipts for reimbursements (or other records) maintained by the
Company or its designated agents.
(b) Within 30 days after the close of each calendar year, and
within 30 days after the removal or resignation of Trustee or the termination of
the Trust, Trustee shall file with Company a written account setting forth all
investments, receipts, disbursements, and other transactions effected
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by it during the preceding calendar year, or during the period from the close of
the preceding calendar year to the date of such removal, resignation, or
termination. Such account shall include a description of all investments and
securities purchased and sold with the cost of such purchase or net proceeds of
such sales and showing all cash, securities, and other property held at the end
of such calendar year or other period.
(c) Nothing contained in this Trust Agreement shall be construed
as depriving Trustee, Company, or Covered Individuals of the right to have a
judicial settlement of Trustee's accounts. Upon any proceeding for a judicial
settlement of Trustee's accounts or for instructions, the only necessary parties
thereto, in addition to Trustee, shall be Company and Covered Individuals.
(d) In addition to any returns required of Trustee by law, Trustee
shall prepare and file such tax returns and other reports as Company and Trustee
may from time to time agree in writing are necessary or advisable.
SECTION 8
RESPONSIBILITY OF TRUSTEE
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims, provided, however, that Trustee
shall incur no liability to any person for any action taken pursuant to a
direction, request or approval given by Company which is contemplated by, and in
conformity with, the terms of the Agreements or this Trust and is given in
writing by Company, or upon the advice of legal counsel, accountants, actuaries
or other suitable agents reasonably retained by the Trustee in accordance with
Section 8(c). In the event of a dispute between Company and a party, Trustee may
apply to a court of competent jurisdiction to resolve the dispute.
(b) Trustee may commence or defend suits or legal proceedings,
represent the Trust in all actions and settle, compromise, or submit to
arbitration any disputes involving the Trust. The Company, on its own behalf and
on behalf of its parent organization, subsidiaries, successors and assigns,
hereby jointly and severally agrees to and hereby does indemnify, defend and
hold harmless the Trustee, and its successors, assigns, officers, directors,
employees, agents and attorneys from and against any and all costs, liabilities
and expenses (including, without limitation, reasonable attorneys' fees and
expenses and costs of enforcing this provision) arising out of or in any way
connected with the Trustee's service under this Agreement, except for any cost,
liability or expense arising out of the Trustee's own negligent act or omission,
willful misconduct or fraud. In the event of such negligent act or omission,
willful misconduct or fraud, Trustee agrees to and hereby does indemnify, defend
and hold harmless the Company, and its successors, assigns, officers, directors,
employees, agents and attorneys from and against any and all costs, liabilities
and expenses (including, without limitation, reasonable attorneys' fees and
expenses and costs of enforcing this provision) relating to such negligent act
or omission, willful misconduct or fraud by Trustee and agrees to be primarily
liable for such payments. If Company does not pay Trustee's costs, liabilities
and expenses in a reasonably timely manner, Trustee is specifically authorized
to obtain such payment from Trust assets.
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(c) Trustee may engage or consult with legal counsel, accountants,
enrolled actuaries, or any other suitable agents to assist it in performing any
of its duties or obligations hereunder; rely upon the advice of such counsel,
accountants, actuaries, or agents; and pay the reasonable fees, expenses, and
compensation of such counsel, accountants, actuaries, or agents from the Trust
to the extent that they are not paid by Company.
(d) Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
Trustee shall have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy.
(e) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
SECTION 9
COMPENSATION AND EXPENSES OF TRUSTEE
(a) Company shall pay Trustee such reasonable compensation for its
services hereunder as may be agreed upon in writing from time to time by Company
and Trustee. Company shall also pay the reasonable expenses incurred by Trustee
in the performance of its duties under this Trust Agreement. Such compensation
and expenses shall be paid from the Trust to the extent that they are not paid
by Company.
(b) Company shall pay any taxes which are lawfully levied or
assessed upon or become payable with respect to the Trust. To the extent that
any taxes lawfully levied or assessed upon the Trust are not paid by Company,
Trustee shall pay such taxes out of the Trust. Trustee shall contest the
validity of taxes in any manner deemed appropriate by Company, but at Company's
expense. In the alternative, Company itself may contest the validity of any such
taxes.
SECTION 10
RESIGNATION AND REMOVAL OF TRUSTEE
(a) Trustee may resign at any time by written notice to Company,
which shall be effective 60 days after receipt of such notice unless Company and
Trustee agree otherwise.
(b) Trustee may be removed by Company with or without cause at any
time upon at least 60 days' notice in writing to Trustee, or upon shorter notice
accepted by Trustee. In the event of
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such removal, or a resignation in accordance with Section 10(a) hereof, Trustee
shall duly file with Company a written account as provided in Section 7(b)
hereof.
(c) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within 60 days after receipt of notice
of resignation, removal, or transfer, unless Company extends the time limit.
(d) If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under paragraphs (a) or (b) of this Section. If no such
appointment has been made, Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All expenses of
Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.
SECTION 11
APPOINTMENT OF SUCCESSOR
(a) Within 60 days after the date of a notice of resignation or
removal of Trustee, in accordance with Section 10(a) or (b) hereof, Company
shall designate any third party, such as a bank trust department or other party
that may be granted corporate trust powers under state law, as a successor to
replace Trustee upon resignation or removal. The appointment shall be effective
when accepted in writing by the new Trustee, who shall have all of the rights
and powers of the former Trustee, including ownership rights in the Trust
assets. The former Trustee shall execute any instrument necessary or reasonably
requested by Company of the successor Trustee to evidence the transfer. The word
"Trustee" wherever used herein, except where the context otherwise requires,
shall be deemed to include any successor Trustee. If the Company fails to
designate a successor Trustee within ninety (90) days of the date of a notice of
resignation, the Trustee is authorized to designate as the successor an
institutional trustee with offices in Maine.
(b) The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and
Company shall indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event, or any condition existing at the time it becomes successor
Trustee.
(c) The Company shall require any successor (whether direct or
indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company's business and/or assets,
by an agreement in substance and form satisfactory to the Trustee, to assume
this Trust and to agree expressly to perform this Trust in the same manner and
to the same extent as the Company would be required to perform it in the absence
of a succession. The Company's failure to obtain such agreement prior to the
effectiveness of a succession shall be a breach of this Trust and shall entitle
the Trustee to purchase individual policies to secure the medical insurance
component of Health Coverage for Covered Individuals. For all purposes under
this Trust, the term "Company" shall include any successor to the Company's
business and/or assets that
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executes and delivers the assumption agreement described in this paragraph or
that becomes bound by this Trust by operation of law.
(d) Any corporation into which Trustee may be merged or with which
it may be consolidated, or any corporation resulting from any merger,
reorganization, or consolidation to which Trustee may be a party, or any
corporation to which all or substantially all the trust business of Trustee may
be transferred shall be the successor of Trustee hereunder without the execution
or filing of any instrument or the performance of any act.
SECTION 12
AMENDMENT OR TERMINATION
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Agreements or shall make the
Trust revocable after it has become irrevocable in accordance with Section 1(b)
hereof. No such amendment may decrease the benefits or rights of the Covered
Individuals to Health Coverage.
(b) The Trust shall not terminate until the date on which Covered
Individuals are no longer entitled to benefits pursuant to the terms of the
Agreements, except upon written approval of all then surviving Executives and,
in the case of a deceased Executive, upon written approval of all remaining
Covered Individuals who were family members of such Executive. Upon termination
of the Trust any assets remaining in the trust shall be returned to Company.
SECTION 13
MISCELLANEOUS
(a) Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Payments to or for the benefit of Covered Individuals under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Maine.
(d) For purposes of this Trust, Change in Control shall have the
meaning set forth in the Employment Agreements.
(e) Trustee accepts the Trust established under this Trust
Agreement on the terms and conditions set forth herein and agrees to discharge
fully all of the duties and perform faithfully all of the obligations imposed
upon it under this Trust Agreement.
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(f) Trustee assumes no obligation or responsibility with respect
to any action required under this Trust Agreement on the part of Company.
(g) Except as otherwise required by law, a third party dealing
with Trustee shall not be required to inquire as to the authority of Trustee to
take any action or the validity or propriety of any act of Trustee, nor be under
any obligation to see to the proper application by Trustee of any Trust
property.
(h) The Trust shall in no manner be liable for or subject to the
debts or liabilities of any Covered Individual.
SECTION 14
EFFECTIVE DATE
The effective date of this Trust Agreement shall be the date first
written above.
IN WITNESS WHEREOF, this Trust Agreement has been duly executed by the
parties hereto as of the day and year written below.
Witness: XXXXXXXXX SEMICONDUCTOR CORPORATION
/s/ Xxxxxxx X. Xxxxx By /s/ Xxxx X. Xxxxx
--------------------------- --------------------------------------
August 31, 2004 Its Vice President and General Counsel
---------------------------
Date
Witness: X.X. XXXXXX & CO.
/s/ By /s/ Xxxxxxx X. Xxxxxx
--------------------------- -------------------------------------
September 1, 2004 Its Managing Director
---------------------------
Date
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APPENDIX A
1. The Employment Agreement with Xxxx X. Xxxx, dated March 11, 2000, and
amended March 7, 2003, as the same may be amended from time to time.
2. The Employment Agreement with Xxxxxx X. Xxxxxx, dated March 11, 2000,
and amended November 20, 2002, as the same may be amended from time to
time.
3. The Employment Agreement with Xxxxxx X. Xxxxx, dated March 11, 2000,
and amended November 20, 2002, as the same may be amended from time to
time.
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