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Exhibit 10e
Exhibit (10)(e)* to Report
on Form 10-K for Fiscal
Year Ended June 30, 1999
by Xxxxxx-Xxxxxxxx Corporation
Form of Executive Life Insurance Agreement
entered into by the Registrant and
executive officers.
*Numbered in accordance with Item 601 of Regulation S-K.
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EXECUTIVE LIFE INSURANCE AGREEMENT
This Executive Life Insurance Agreement ("Agreement") is made, as of
February 1, 1999, by and between Xxxxxx-Xxxxxxxx Corporation, an Ohio
corporation (the "Corporation"), and __________________________________ (the
"Executive").
RECITALS
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A. The Executive desires to insure his or her life for the benefit and
protection of his or her family or designated beneficiary under the Policy (as
defined below); and
B. The Corporation desires to help the Executive provide certain
insurance for the benefit and protection of his or her family or designated
beneficiary by providing funds to pay the premiums due on the Policy in
accordance with this Agreement; and
C. The Executive, as owner of the Policy, desires to assign certain
rights and interests in the Policy to the Corporation, to the extent provided
herein, as security for repayment of certain funds provided by the Corporation
for the acquisition and/or maintenance of the Policy.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing, and the
mutual agreements and covenants set forth below, the parties to this Agreement
agree as follows:
1. DEFINITIONS. For purposes of this Agreement, unless otherwise
clearly apparent from the context, the following phrases or terms shall have the
following indicated meanings:
(a) "AGGREGATE PREMIUMS PAID" shall mean, at any time, an
amount equal to (i) the cumulative premiums paid by the Corporation on
the Policy, less (ii) any policy loans to the Corporation and accrued
and unpaid interest thereon. Notwithstanding the foregoing, Aggregate
Premiums Paid shall not include extra benefit riders or agreements,
other than those providing additional life insurance coverage on the
Executive, and shall not include premiums waived pursuant to the terms
of any disability waiver of a premium rider.
(b) "BASE ANNUAL SALARY" shall mean the base annual
compensation, excluding profit-sharing, RONA, bonuses, commissions,
overtime, relocation expenses, incentive payments, non-monetary awards,
expatriate premiums and differentials, or perquisites paid or provided
to the Executive for employment services rendered to the Corporation,
before reduction for compensation deferred pursuant to all qualified,
non-qualified and Code Section
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125 plans of the Corporation. For purposes of determining the
Executive's Base Annual Salary hereunder, beginning January 1 of each
year, the Executive's Base Annual Salary as of the most recent
preceding December 1 will be used (which means that the Executive's
Base Annual Salary may be adjusted for the purposes of this Agreement
only once a year).
(c) "CASH SURRENDER VALUE" shall mean an amount that equals,
at any specified time, the cash surrender value as determined under the
terms of the Policy.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
(e) "COLLATERAL ASSIGNMENT" shall mean an assignment made by
the Executive in favor of the Corporation in a form mutually agreed to
by the Corporation and the Executive and accepted by the Insurer.
(f) "COLLATERAL INTEREST" shall mean the Corporation's rights
and interests in the Policy, as set forth in Section 6 below.
(g) "DISABILITY" or "DISABLED" shall mean a period of
disability during which the Executive qualifies for benefits under the
Corporation's long-term disability plan.
(h) "EXECUTIVE'S DEATH BENEFIT" shall mean an amount that is
equal to the Executive's Base Annual Salary multiplied by:
(i) three, prior to Retirement or Termination of
Employment; or
(ii) the Post-Retirement Multiple, after Retirement.
(i) "INSURER" shall mean Sun Life Assurance Company of Canada
Ltd., its successors and assigns, or any other life insurance company
issuing a Policy hereunder.
(j) "MINIMUM RETIREMENT CASH VALUE" shall mean, on the Split
Dollar Maturity Date, the minimum amount of cash value that is needed
in the Policy to maintain the Executive Death Benefit after Retirement,
determined on the date of Retirement, assuming that the Policy will be
held without surrender, withdrawal or loan until the Executive reaches
age 95 and that the fixed interest rate to be used to project earnings
on the Policy up to age 95 is the Insurer's announced interest rate
under the Policy on the Split Dollar Maturity Date.
(k) "PLAN" shall mean the plan described in Section 8(a)
below.
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(l) "POLICY" shall mean the following policy or policies on
the life of the Executive that are issued by the Insurer:
POLICY NUMBER TYPE OF POLICY
----------------------------- -------------------------
----------------------------- -------------------------
----------------------------- -------------------------
----------------------------- -------------------------
(m) "POST-RETIREMENT MULTIPLE" shall mean the death benefit
multiple determined at the time of the Executive's Retirement based
upon the Executive's age, as follows:
AGE AT RETIREMENT POST-RETIREMENT MULTIPLE
----------------- ------------------------
Under 55 0
55 1
56 1.1
57 1.2
58 1.3
59 1.4
60 1.5
61 1.6
62 1.7
63 1.8
64 1.9
65 2
(n) "PRIME RATE" shall mean the prime rate of interest as
published in the Wall Street Journal on the date of Termination of
Employment.
(o) "RETIREMENT" or "RETIRE" shall mean severance from
full-time employment from the Corporation on or after the attainment of
age fifty-five (55) for any reason other than an authorized leave of
absence, death or Termination for Cause. In addition, a person who
continues to be Disabled at least until age 55 (regardless of his or
her employment status with the Corporation) shall be treated as having
reached Retirement under this Agreement at the earlier of age 65 with
continued Disability or the time the Executive ceases to be Disabled.
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(p) "SPLIT DOLLAR MATURITY DATE" shall mean the date on which
the first of any of the following events occurs:
(i) The Executive's Termination of Employment;
(ii) Termination of this Agreement in accordance with
Section 9 below;
(iii) The later of the Executive's Retirement or the
fifteenth anniversary of the Executive's participation in the
Plan (the "Fifteenth Anniversary"); or (iv) The Executive's
death.
The Disability of the Executive shall not cause the Split
Dollar Maturity Date to occur and the Disabled Executive will continue
participation in the Plan until Retirement or Termination of
Employment.
(q) "TERMINATION FOR CAUSE" shall mean termination of the
Executive's employment by the Corporation as a result of activity by
the Executive detrimental to the interests of the Corporation,
including without limitation:
(i) the rendering of services for an organization, or
engaging in a business, that is in competition with the
Corporation;
(ii) the disclosure to anyone outside of the
Corporation, or the use for any purpose other than the
Corporation's business, of confidential information or
material related to the Corporation;
(iii) fraud, embezzlement, theft-in-office or other
illegal activity; or
(iv) violation of the Corporation's Code of Ethics.
(r) "TERMINATION OF EMPLOYMENT" shall mean the ceasing of
full-time employment with the Corporation for any reason other than
Retirement, death, Disability (except as provided below) or an
authorized leave of absence. If the Executive becomes Disabled and
subsequently ceases to be Disabled before age 55 and does not return to
employment with the Corporation, such failure to return to employment
shall be deemed to be a Termination of Employment.
2. ACQUISITION OF POLICY; OWNERSHIP OF INSURANCE. The parties to this
Agreement shall cooperate in applying for and obtaining the Policy. The Policy
shall be designed to provide sufficient death proceeds and Cash Surrender Value
to enable payment or funding of the Executive's Death Benefit after payment of
the Corporation's Collateral Interest; provided, however, that the Corporation
and the Executive acknowledge that the actual death benefit paid to the Policy
beneficiary and the Cash Surrender Value at any point in time are subject to
Policy experience. The Policy shall be issued to the Executive, as the sole and
exclusive owner of the
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Policy, subject to the rights and interests granted to the Corporation, as
provided in this Agreement and the Collateral Assignment, and further subject to
the Executive's right of assignment under Section 15 hereof.
3. PREMIUM PAYMENTS ON POLICY.
(a) PAYMENTS AND REIMBURSEMENTS. Prior to the occurrence of
the Split Dollar Maturity Date, the Corporation shall pay to the
Insurer, on or before each applicable premium due date, all applicable
premiums for the Policy. All such premium payments made by the
Corporation under this Agreement shall constitute advances by the
Corporation to the Executive for which the Executive shall be
responsible for repayment in accordance with the terms of this
Agreement, but only up to an amount equal to the Corporation's
Collateral Interest.
(b) TAXABLE COMPENSATION. Each calendar year, the Executive
shall be considered to have taxable compensation income that is equal
to the value of the "economic benefit" derived by the Executive from
the Policy's life insurance protection, as determined for Federal
income tax purposes under the Code. To the extent required by the Code,
the Corporation shall withhold from the Executive's Base Annual Salary,
or other compensation paid to the Executive, in a manner determined by
the Corporation, the Executive's share of FICA and other employment and
income taxes relating to that taxable amount.
4. CORPORATION'S RIGHTS. The Corporation's rights and
interests in and to the Policy shall be specifically limited to (i) the
right to increase or decrease Policy death benefits annually in
accordance with maintaining the "Executive's Death Benefit" as defined
in Section 1(h); (ii) the right to be paid its Collateral Interest in
accordance with Section 6 below; (iii) the rights specified in the
Collateral Assignment, and; (iv) the right to obtain one or more loans
or advances on the Policy, provided, however, that any such loans shall
not, in the aggregate, exceed the Aggregate Premiums Paid by the
Corporation at any specified date without the written consent of the
Executive.
5. EXECUTIVE'S RIGHTS. Subject to the terms of this Agreement
and the Collateral Assignment, the Executive shall be the owner of the
Policy, and shall be entitled to exercise all rights in the Policy;
provided, however, that while the Collateral Assignment is in effect,
the following rights may be exercised only in accordance with Section
6:
(a) To borrow against or pledge the Policy;
(b) To surrender, cancel or assign the Policy;
(c) To take a distribution or withdrawal from the Policy; or
(d) To increase or decrease the amount of the death benefit
payable under the Policy.
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6. COLLATERAL INTEREST.
(a) On the Split Dollar Maturity Date, the Corporation's interest in
the Policy (the "Collateral Interest") shall be determined in the following
manner:
(i) If the Split Dollar Maturity Date occurs due to the
Executive's Retirement or the Fifteenth Anniversary, the Corporation
shall be entitled to receive from the Policy an amount equal to that
portion of the Policy's Cash Surrender Value that exceeds the Minimum
Retirement Cash Value, but in no event less than the Aggregate Premiums
Paid.
(ii) If the Split Dollar Maturity Date occurs due to the
Executive's Termination of Employment (other than Termination for
Cause), the Corporation shall be entitled to receive from the Policy an
amount equal to that portion of the Policy's Cash Surrender Value that
does not exceed the Aggregate Premiums Paid plus accrued interest
thereon (from the date such premiums were actually paid by the
Corporation) at a rate of annual interest equal to the Prime Rate.
(iii) If the Split Dollar Maturity Date occurs due to the
death of the Executive (except as provided in Section 6(a)(vi) below),
the Corporation shall be entitled to that portion of the Policy's death
proceeds that does not exceed the Aggregate Premiums Paid.
(iv) If the Split Dollar Maturity Date occurs due to the
termination of this Agreement by the Corporation in accordance with
Section 9 below, the Corporation shall be entitled to receive from the
Policy an amount equal to that portion of the Policy's Cash Surrender
Value that does not exceed the Aggregate Premiums Paid.
(v) If the Split Dollar Maturity Date occurs due to the
termination of this Agreement by the Executive in accordance with
Section 9 below or as a result of a Termination for Cause, the
Corporation shall be entitled to receive from the Policy an amount
equal to the entire Cash Surrender Value of the Policy.
(vi) If the Split Dollar Maturity Date occurs due to the
suicide of the Executive or other contestable Policy event, and the
proceeds from the Policy are limited by either a suicide or
contestability provision under the Policy, the Corporation shall be
entitled to that portion of the Policy's Cash Surrender Value and/or
death proceeds that does not exceed the Aggregate Premiums Paid.
(b) If the Split Dollar Maturity Date is other than the date of the
Executive's death, the Corporation's Collateral Interest in the Policy, as
determined in Section 6(a)(i), (ii), (iv) or (v) above, shall be paid to the
Corporation in one of the following ways, as elected by the Executive in writing
within 30 days after the date the Corporation first notifies the Executive in
writing of the occurrence of the Split Dollar Maturity Date:
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(i) By the Executive authorizing the Insurer to pay to the
Corporation from the Cash Surrender Value of the Policy an amount equal
to the Corporation's Collateral Interest;
(ii) By the Executive taking a loan out on the Policy in an
amount equal to the Corporation's Collateral Interest, with payment of
the loan proceeds to the Corporation, provided that the Corporation
shall not be responsible for any interest that may accrue on any such
loan; or
(iii) By the Executive's payment to the Corporation, from the
Executive's separate funds, of an amount equal to the Corporation's
Collateral Interest.
The Corporation's Collateral Interest in the Policy shall be paid as soon as is
reasonably practicable after the Split Dollar Maturity Date.
(c) If the Split Dollar Maturity Date is the date of the Executive's
death, the Corporation's Collateral Interest in the Policy, as determined in
Section 6(a)(iii) or (vi) above, shall be paid to the Corporation from the
Policy's death proceeds as soon as is reasonably practicable after the
Executive's death.
(d) If the Executive fails to timely exercise any of the options under
Section 6(b) above, the Corporation shall be entitled to instruct the Insurer to
pay to the Corporation from the Cash Surrender Value of the Policy an amount
equal to the Corporation's Collateral Interest.
(e) The Corporation agrees to keep records of its premium payments and
to furnish the Insurer with a statement of its Collateral Interest whenever the
Insurer requires such statement.
(f) Concurrent with the signing of this Agreement, the Executive will
collaterally assign the Policy to the Corporation, in the form of the Collateral
Assignment, as security for the payment of the Collateral Interest, which
assignment shall not be altered or changed without the consent of the
Corporation and the Executive.
(g) Promptly following the Executive's death, the Corporation and the
Executive's designated beneficiary under the Policy shall take all steps
necessary to collect the death proceeds of the Policy by submitting the proper
claims forms to the Insurer. The Corporation shall notify the Insurer of the
amount of the Corporation's Collateral Interest in the Policy at the time of
such death. Such amount shall be paid by the Insurer to the Corporation and the
remainder of the Policy's death benefit will be paid by the Insurer to the
Executive's designated beneficiary.
(h) Upon payment in full to the Corporation of its Collateral Interest
as provided above, the Corporation shall (i) assign its Collateral Interest in
the Policy to the Executive, (ii) execute and file with the Insurer an
appropriate release of the
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Corporation's Collateral Interest in the Policy and (iii) have no further
interest in the Policy. The Executive hereby acknowledges, understands and
agrees that, upon the release of the Corporation's Collateral Interest, the
Corporation shall not have any responsibility for the future performance of the
Policy and shall have no obligation to make any additional premium payments.
(i) Upon payment to the Corporation of its Collateral Interest in
accordance with this Section 6, this Agreement and the Executive's participation
in the Plan shall terminate and neither party shall have any further rights or
obligations under the Agreement or the Plan with respect to the Executive.
7. INSURER.
(a) The Insurer is not a party to this Agreement, shall in no way be
bound by or charged with notice of its terms, and is expressly authorized to act
only in accordance with the terms and conditions of the Policy. The Insurer
shall be fully discharged from any and all liability under the Policy upon
payment or other performance of its obligations in accordance with the terms and
conditions of the Policy.
(b) The authority required for the Insurer to recognize the exercise of
a right under the Policy shall be specified in the Collateral Assignment.
8. PLAN; NAMED FIDUCIARY; CLAIMS PROCEDURE.
(a) This Agreement is part of the Parker Hannifin Corporation Executive
Life Insurance Plan, which consists of all Parker Hannifin Corporation Executive
Life Insurance Agreements and the related Collateral Assignments that so
reference their association with the Plan.
(b) The Corporation is the named fiduciary of the Plan for purposes of
this Agreement.
(c) The following claims procedure shall be followed in handling any
benefit claim under this Agreement and the Plan:
(i) The Executive, or his or her beneficiary, if the Executive
has died (the "Claimant"), shall file a claim for benefits by notifying
the Corporation in writing. If the claim is wholly or partially denied,
the Corporation shall provide a written notice within 90 days (unless
special circumstances require an extension of time for processing the
claim, in which case an extension not to exceed 90 days shall be
allowed) specifying the reasons for the denial, the provisions of this
Agreement on which the denial is based, and additional material or
information, if any, that is necessary for the Claimant to receive
benefits. Such written notice shall also indicate the steps to be taken
by the Claimant if a review of the denial is desired.
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(ii) If a claim is denied, and a review is desired, the
Claimant shall notify the Corporation in writing within 60 days after
receipt of written notice of a denial of a claim. In requesting a
review, the Claimant may review plan documents and submit any written
issues and comments the Claimant feels are appropriate. The Corporation
shall then review the claim and provide a written decision within 60
days of receipt of a request for a review (unless special circumstances
require an extension of time for processing the claim, in which case an
extension not to exceed 60 days shall be allowed). This decision shall
state the specific reasons for the decision and shall include
references to specific provisions of this Agreement, if any, upon which
the decision is based.
(iii) In no event shall the Corporation's liability under this
Agreement exceed the amount of proceeds from the Policy.
9. AMENDMENT OF AGREEMENT; TERMINATION. This Agreement shall not be
modified or amended except by a writing signed by the Corporation and the
Executive. Either party may terminate this Agreement, and Executive's
participation in the Plan, at any time provided that the obligations of the
party terminating the Agreement and the Plan with respect to the Executive are
performed in full under the Agreement as of the time of the termination.
10. BINDING AGREEMENT. This Agreement shall be binding upon the heirs,
administrators, executors, successors and assigns of each party to this
Agreement.
11. STATE LAW. This Agreement shall be subject to and be construed
under the internal laws of the State of Ohio, without regard to its conflicts of
laws principles.
12. VALIDITY. In case any provision of this Agreement shall be illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of this Agreement, but this Agreement shall be construed and
enforced as if such illegal or invalid provision had never been inserted in this
Agreement.
13. NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
Agreement shall not be deemed to constitute a contract of employment between the
Corporation and the Executive. Such employment is hereby acknowledged to be an
"at will" employment relationship that can be terminated at any time for any
reason, with or without cause, unless expressly provided in a separate written
employment agreement. Nothing in this Agreement shall be deemed to give the
Executive the right to be retained in the service of the Corporation or to
interfere with the right of the Corporation to discipline or discharge the
Executive at any time.
14. NOTICE. Any notice or filing required or permitted to be given
under this Agreement to the Executive or the Corporation shall be sufficient if
in writing and hand-delivered, or sent by registered or certified mail, to the
address below:
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To the Executive:
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To the Corporation: Parker Hannifin Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Director of Employee Benefits
or to such other address as may be furnished by the Executive or the Corporation
in writing to the other party in accordance with this notice provision. Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification. Any notice or filing required or permitted to be given to the
Executive or the Executive's beneficiary under this Agreement shall be
sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Executive.
15. ASSIGNMENT. During the term hereof, the Executive may assign the
Executive's right and obligations under this Agreement and ownership of the
Policy without the consent of the Corporation; provided, however, that the cost
of preparation and legal adequacy of the documentation to effect such assignment
to the satisfaction of the Corporation and the Insurer is solely the
responsibility of the Executive.
16. ACKNOWLEDGEMENT; RELEASE. The Executive assumes all risk of the
creditworthiness of the Insurer and acknowledges that the Corporation makes no
representation or guarantee of the creditworthiness of any Insurer. The
Executive acknowledges and agrees that in consideration of the Executive's
participation in the Plan, the Executive is waiving the right to continue
participation in the Corporation's group life insurance plan (which provided a
death benefit of $50,000) and related accidental death and disability benefit.
The Executive acknowledges responsibility for all federal, state and local tax
consequences imposed on the Executive's participation in the Plan and further
acknowledges that the Corporation has not made any representations or guarantees
of the present or future tax consequences of the Executive's participation in
the Plan.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with regard to the subject matter of this Agreement
and supersedes all previous negotiations, agreements and commitments in respect
thereto. No oral explanation or oral information by either of the parties to
this Agreement shall alter the meaning or interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first written above.
XXXXXX-XXXXXXXX CORPORATION
By: ____________________________________
Xxxxxx X. Xxxxx
Vice President, Human Resources
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Signature of Executive
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COLLATERAL ASSIGNMENT
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This Collateral Assignment (this "Assignment") is made and entered into
as of February 1, 1999, by and between _________________________ (the
"Executive"), as both the owner of and insured under a life insurance policy,
No. _________________ (the "Policy"), issued by Sun Life Assurance Company of
Canada Ltd. (the "Insurer"), and Xxxxxx-Xxxxxxxx Corporation, an Ohio
corporation (the "Corporation").
RECITALS
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A. The Executive desires to insure his or her life for the benefit and
protection of his or her family or designated beneficiary under the Policy;
B. The Corporation desires to help the Executive provide certain
insurance for the benefit and protection of his or her family or designated
beneficiary by providing funds from time to time to pay the premiums due on the
Policy, as more specifically provided for in that certain Executive Life
Insurance Agreement entered into between the Executive and the Corporation as of
the date hereof (the "Agreement"); and
C. In consideration of the Corporation agreeing to provide such funds
in accordance with the terms and conditions of the Agreement, the Executive
agrees to grant to the Corporation, as a security interest in the Policy, a
collateral security interest for the payment of the Corporation's Collateral
Interest (as defined in the Agreement).
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements and covenants set forth below, the parties to this Assignment agree
as follows:
1. ASSIGNMENT. The Executive hereby assigns, transfers and sets over to
the Corporation, and its permitted successors, those certain rights and
interests described in the Agreement that are to be assigned to the Corporation
in accordance with the Agreement. Furthermore, this Assignment is made, and the
Policy is to be held as collateral security for, any and all liabilities of the
Executive to the Corporation, either now existing, or that may hereafter arise,
pursuant to the terms of the Agreement.
2. SIGNATURES. To facilitate the operation of this Assignment, the
parties agree that the Insurer is hereby notified that the following rights
under the Policy may be exercised while the Assignment is in effect without the
signature or consent of the other party:
(a) The Corporation may sign a request to take a loan or
partial withdrawal without the Executive's signature or consent;
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(b) The Corporation may sign an instruction to the Insurer to
pay an amount equal to the Corporation's Collateral Interest from the
Policy's Cash Surrender Value to the Corporation, provided that the
Corporation simultaneously delivers to the Insurer a notarized
statement that the Corporation is exercising its rights in accordance
with Section 6(d) of the Agreement;
(c) The Executive may sign a request to change the beneficiary
or owner of the Policy without the signature or consent of the
Corporation; and
(d) The exercise of any other right under the Policy not
specifically set forth above shall be exercised with the signature of
both the Corporation and the Executive.
3. POLICY PROCEEDS. Any amount payable from the Policy during the
Executive's life or at death shall first be paid to the Corporation to the
extent of its Collateral Interest. Any balance will be paid to the Executive
during the Executive's lifetime, or at the Executive's death, to the beneficiary
designated by the Executive. A settlement option may be elected by the recipient
of the proceeds. For purposes of this Section, the amount of the Collateral
Interest shall be determined for purposes of the Insurer by a written statement
delivered to the Insurer and signed by the Corporation.
4. ENDORSEMENT. The Corporation shall hold the Policy while this
Assignment is operative and, upon request, forward the Policy to the Insurer,
without unreasonable delay, for endorsement of any designation or change of
beneficiary or ownership, any election of optional mode of settlement, or the
exercise of any other right reserved by the Executive in this Assignment.
5. INSURER. The Insurer is hereby authorized to recognize the
Corporation's claims to rights hereunder without investigating the reason for
any action taken by the Corporation, the validity or amount of any of the
liabilities of the Executive to the Corporation under the Agreement, the
existence of any default therein, the giving of any notice required herein, or
the application to be made by the Corporation of any amounts to be paid to the
Corporation. The Insurer shall not be responsible for the sufficiency or
validity of this Assignment and is not a party to the Agreement (or any other
similar executive life insurance agreement) between the Corporation and the
Executive.
6. REASSIGNMENT. Upon the full payment of the Corporation's Collateral
Interest in accordance with the terms and conditions of this Assignment and the
Agreement, the Corporation shall reassign to the Executive the Policy and all
specific rights included in this Assignment.
7. AMENDMENT OF ASSIGNMENT; TERMINATION. This Assignment shall not be
modified, amended or terminated, except by a writing signed by the Corporation
and the Executive; provided, however, that this Assignment may be terminated by
either party if that party terminates the Agreement in accordance with Section 9
of the Agreement and the obligations of the party terminating the Agreement are
performed in full under the Agreement.
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8. BINDING AGREEMENT; ASSIGNS. This Assignment shall be binding upon
the heirs, administrators, executors and permitted successors and assigns of
each party to this Assignment. The Executive shall not assign his or her rights
under this Assignment without the prior written consent of the Corporation.
9. STATE LAW. This Assignment shall be subject to and be construed
under the internal laws of the State of Ohio, without regard to its conflicts of
law principles.
10. VALIDITY. In case any provision of this Assignment shall be illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of this Assignment, but this Assignment shall be construed and
enforced as if such illegal or invalid provision had never been inserted in
this Assignment.
IN WITNESS WHEREOF, the Executive and the Corporation have signed this
Assignment as of the date first written above.
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Signature of Executive
XXXXXX-XXXXXXXX CORPORATION
By:
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Xxxxxx X. Xxxxx
Vice President, Human Resources
Filed with the Insurer:
-----------------------
Date:
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Insurer
