FIRST AMENDMENT TO THE
1997 SPLIT-DOLLAR INSURANCE AGREEMENT
BY AND BETWEEN
MICROAGE, INC. AND XXXX X. XXXX
This First Amendment to the Split-Dollar Insurance Agreement by and between
MicroAge, Inc., a Delaware corporation, and Xxxx X. Xxxx dated January 29, 1997
("1997 SPLIT-DOLLAR AGREEMENT") is made as of this 18th day of June, 1999.
R E C I T A L S:
A. WHEREAS, Xxxx X. Xxxx (the "INSURED") acquired insurance on his life in
accordance with the terms and provisions of the 1997 Split-Dollar Agreement; and
B. WHEREAS, MicroAge, Inc. (the "CORPORATION") has paid all premiums due on
the Policy through November 12, 1999 in accordance with the terms and provisions
of the 1997 Split-Dollar Agreement; and
C. WHEREAS, the Corporation and the Insured have entered into an Agreement
and General Release (the "SEPARATION AGREEMENT") regarding the Insured's
separation from his employment with the Corporation effective as of November 1,
1999; and
D. WHEREAS, the Separation Agreement requires the amendment of the 1997
Split-Dollar Agreement;
NOW, THEREFORE, the parties, in consideration of the mutual promises
contained herein, hereby agree as follows:
AMENDMENTS:
1. Article II of the 1997 Split Dollar Agreement is hereby amended and
restated in its entirety as follows:
ARTICLE II
The premiums on the Policy are Fifty-Six Thousand Five Hundred Fifty
Dollars and One Cent ($56,550.01) per year. The Corporation shall pay all
premiums necessary to keep the Policy in force through the earlier of (i)
the death of the Insured, (ii) the Insured's attainment of alternative
employment or (iii) November 1, 2001 (the "TERMINATION DATE").
Notwithstanding the foregoing, if the Insured attains alternative
employment prior to his death and prior to November 1, 2001, the
Termination Date will not occur until the earlier of the Insured's death or
November 1, 2001; provided, however, that the Insured notifies the
Corporation in writing that the split-dollar benefits offered by the
alternative employer for similarly situated executives are less favorable
than those available under this Agreement and the Corporation, in the
exercise of good faith business judgment, concurs, and, provided further,
that the Insured waives any right to receive any split-dollar benefits from
the alternative employer during the time MicroAge is providing such
benefits.
2. Paragraph B of Article V of the 1997 Split Dollar Agreement is hereby
amended and restated in its entirety as follows:
B. The Insured may acquire the Corporation's interest in the Policy
for an amount equal to the Corporation's security interest in the Policy as
determined in Article III, paragraph A hereof. The Insured must exercise
his option to acquire the Corporation's interest in the Policy on or before
the Termination Date.
3. Article VI of the 1997 Split Dollar Agreement is hereby amended and
restated in its entirety as follows:
A. Subject to Article VI, paragraph B below, this Agreement shall
terminate upon the occurrence of any of the following:
1. Surrender or acquisition of the Policy by the Insured,
pursuant to Article V of this Agreement.
2. Cessation of the corporate business.
3. Bankruptcy, receivership or dissolution of Corporation.
4. November 1, 2001.
5. The death of the Insured.
6. The Insured's attainment of alternative employment.
B. If this Agreement is terminated pursuant to Article VI, paragraph
A.2 or 3 above, the Insured shall pay the Corporation an amount equal to
the Corporation's security interest in the Policy as determined in Article
III, paragraph A hereof. Upon receipt of such amounts, the Corporation
shall thereupon execute and deliver to the Insured a release of the
collateral assignment of the Policy. If the Insured does not remit the
amount equal to the Corporation's security interest within thirty (30) days
of the event described in paragraph A.2 or 3, then all obligations of the
Corporation under this Agreement shall be terminated and the Insured shall
transfer the ownership of the Policy to the Corporation.
C. If this Agreement is terminated pursuant to Article VI, paragraphs
A.4 or A.6 above, the Insured shall pay the Corporation an amount equal to
the Corporation's security interest in the Policy as determined in Article
III, paragraph A above. If the Insured does not remit the amount equal to
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the Corporation's security interest on or before the Termination Date, then
all obligations of the Corporation under this Agreement shall be terminated
and the Insured shall transfer the ownership of the Policy to the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
MICROAGE, INC., a Delaware Corporation
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President and Chief Financial
Officer
/s/ XXXX X. XXXX
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Xxxx X. Xxxx
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