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EXHIBIT 10.10
AMENDMENT NO. 1
TO THE
KFC NATIONAL PURCHASING COOPERATIVE, INC.
SUPPLEMENTAL BENEFITS/CONSULTING AGREEMENT
This is Amendment No. 1 to the Supplemental Benefits/Consulting
Agreement (the "Agreement"), which was effective as of January 1, 1994, between
KFC National Purchasing Cooperative, Inc. (the "COOP") and Xxxxxx X. Xxxxxxx
("Xxxxxxx"), which Amendment shall be effective as of the date of its adoption.
RECITAL
Pursuant to Section 8 of the Agreement, Henrion has purchased a policy
on his life, the COOP has paid the annual premiums on the policy and Henrion
has assigned to the COOP 50% ownership interest in the death benefit under the
policy. The parties now wish to amend the Agreement to provide that the COOP
will receive a 50% ownership interest in the cash value of the policy in
addition to its interest in the policy's death benefit and to provide terms
under which Henrion may purchase the COOP's interest in the policy upon his
termination of employment.
AGREEMENT
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 8.2 of the Agreement is hereby amended so that as
amended it shall read in its entirety as follows:
8.2 Assignment of the Policy to the COOP. Contemporaneously
with the purchase of the Policy, Henrion assigned a 50%
ownership interest in the death benefits payable under the
Policy to the COOP. Immediately upon execution of this
Amendment, Henrion agrees to execute and file with the Insurer
the attached Amended Assignment (the "Amended Assignment"),
which assigns to the COOP a 50% ownership interest in the cash
value of the Policy and continues the COOP's 50% ownership
interest in the death benefits payable under the Policy. The
Amended Assignment of the Policy to the COOP hereunder shall
not be terminated, altered or amended by Henrion without the
express written consent of the COOP.
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2. Section 8.5 of the Agreement is hereby amended so that as
amended it shall read in its entirety as follows:
8.5 Loans and Cash Withdrawals. Neither the COOP nor Henrion
shall be entitled to borrow or make cash withdrawals from the
Policy.
3. Section 8.6(b) of the Agreement is hereby amended so that as
amended it shall read in its entirety as follows:
(b) Upon Henrion's death, the COOP shall have the
unqualified right to receive a portion of the death benefit
payable under the Policy equal to the COOP's interest in the
death benefit provided under the Policy under Section 8.2.
The balance of the death benefit provided under the Policy
shall be paid directly to the beneficiary or beneficiaries
designated by Henrion, in the manner and in the amount or
amounts provided in the beneficiary designation provision of
the Policy. No amount shall be paid from such death benefit
to the beneficiary or beneficiaries designated by Henrion
until the full amount due the COOP hereunder has been paid.
The parties agree that the beneficiary designation provision
of the Policy shall conform to the provisions of this Section
8.
4. A new Section 8.9 is hereby added to the Agreement to read in
its entirety as follows:
8.9 Henrion's Option to Purchase the COOP's Interest in the
Policy. For 90 days after the date of the termination of
Henrion's employment with the COOP for any reason other than
death, Henrion shall have the option to purchase the COOP's
interest in the Policy. The purchase price shall equal 50% of
the then-cash surrender value of the Policy. Upon receipt of
such amount, the Amended Assignment to the COOP shall be
terminated and the COOP shall execute any document necessary
to evidence the release of such Amended Assignment.
Notwithstanding Section 8.5 of this Agreement, the COOP agrees
that Henrion may borrow or withdraw all or part of the cash
value of the Policy if the proceeds of such loan or withdrawal
are used immediately to purchase the COOP's interest in the
Policy under this Section 8.9.
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5. A new Section 8.10 is hereby added to the Agreement to read in
its entirety as follows:
8.10 COOP's Option for Transfer of Policy. If Henrion does
not exercise his right to purchase the COOP's interest in the
Policy under Section 8.9, the COOP may, within 90 days of the
expiration of Henrion's right to purchase the COOP's interest
in the Policy, purchase the Policy from Henrion. The purchase
price shall be equal to 50% of the then-cash surrender value
of the Policy. Upon receipt of such amount, Henrion shall
immediately transfer all of his right, title and interest in
and to the Policy to the COOP by the execution and delivery of
an appropriate instrument of transfer. Notwithstanding
Section 8.5 of this Agreement, Henrion agrees that the COOP
may borrow with withdraw all or part of the cash value of the
Policy if the proceeds of such loan or withdrawal are used
immediately to purchase the COOP's interest in the Policy
under this Section 8.10.
6. A new Section 8.11 is hereby added to the Agreement to read in
its entirety as follows:
8.11 Surrender of Policy. If Henrion and the COOP each
fail to exercise their rights to purchase the other's interest
in the Policy under Sections 8.9 and 8.10 within the time
prescribed, then Henrion agrees to cooperate with the COOP to
surrender the Policy for its then-cash surrender value, which
shall be split equally between the COOP and Henrion.
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IN WITNESS WHEREOF, the COOP and Henrion have executed this Amendment
No. 1 as of the dates set forth below.
KFC NATIONAL PURCHASING
COOPERATIVE, INC.
By
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Title:
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Date:
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Xxxxxx X. Xxxxxxx
Date:
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