SECOND AMENDMENT TO THE
1995 SPLIT-DOLLAR INSURANCE AGREEMENT
BY AND BETWEEN
PINACOR, INC. AND XXXXXX X. X'XXXXXX
This Second Amendment to the 1995 Split-Dollar Insurance Agreement by and
between Pinacor, Inc., a Delaware corporation, and Xxxxxx X. X'Xxxxxx dated
September 1, 1995 and amended June 24, 1999 (the "SPLIT-DOLLAR AGREEMENT") is
effective as of the 30th day of June, 1999.
R E C I T A L S:
A. WHEREAS, Xxxxxx X. X'Xxxxxx (the "INSURED") acquired insurance on his
life in accordance with the terms and provisions of the Split-Dollar Agreement;
and
B. WHEREAS, the First Amendment to the Split-Dollar Agreement was executed
effective June 30, 1999 whereby MicroAge, Inc. assigned to Pinacor, Inc. (the
"CORPORATION") all of its right, title, and interest in the Policy purchased
pursuant to the Split-Dollar Agreement, any and all of its interest acquired
under the related Collateral Assignment Form, and any and all of its duties and
obligations under the Split-Dollar Agreement; and
C. WHEREAS, the Corporation has paid all premiums due on the Policy through
August 25, 1999 in accordance with the terms and provisions of the Split-Dollar
Agreement; and
D. 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 June 30,
1999; and
E. WHEREAS, the Separation Agreement requires the amendment of the
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 Split-Dollar Agreement is hereby amended and restated
in its entirety as follows:
ARTICLE II
The premiums on the Policy are Fifteen Thousand Six Hundred
Twenty-Eight Dollars and Ninety-Eight Cents ($15,628.98) 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 or (ii) August 25,
1999.
2. Paragraph B of Article V of the Split Dollar Agreement is hereby amended
and restated in its entirety as follows:
B. On June 30, 1999, the collateral assignment in favor of the
Corporation shall expire and the Policy shall become the sole property of
the Insured. The Insured shall not be required to reimburse the Corporation
for any Policy premiums paid by the Corporation.
3. Article VI of the 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. June 30, 1999.
5. The death of the Insured.
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 above, the collateral assignment on the Policy in favor of the
Corporation shall expire contemporaneously with the termination of this
Agreement and the Insured shall then be the sole owner of the Policy.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
on the 24 day of June, 1999.
PINACOR, INC., a Delaware Corporation
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
President
/s/ XXXXXX X. X'XXXXXX
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Xxxxxx X. X'Xxxxxx
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