EXHIBIT 10.4.4
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement"), dated this 9th day of
September, 2004 by and between Cotton States Life Insurance Company (the
"Company") and Xxxxx X. Xxxxxxxxxxx (the "Executive").
WHEREAS, the Company wishes to assure itself of continuity of management
in the event of any actual or contemplated Change in Control of the Company, and
the Executive is a key employee of the Company and an integral part of its
management; and
WHEREAS, the Company desires to provide enhanced disability benefits in
the event of the Executive's Disability; and
WHEREAS, the Company and the Executive have previously entered into an
Amended and Management Agreement concerning the terms hereof, and Section 6.6 of
that agreement provides that the Company and the Executive have the authority to
amend the prior agreement by a writing signed by both parties; and
WHEREAS, the Executive agrees to the amendment and restatement of the
prior agreement concerning the terms hereof as a necessary prerequisite of the
consummation of the proposed merger between the Company and COUNTRY Medical
Plans, Inc.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, the parties hereby agree to amend and restate the
Management Agreement as follows:
ARTICLE 1
OPERATION OF AGREEMENT
This Agreement shall be effective immediately upon its execution by the
parties hereto.
ARTICLE 2
TERM OF AGREEMENT
The term of this Agreement shall be for an initial one (1) year period
commencing on the date of this Agreement. At the end of the initial one (1) year
term, this Agreement shall automatically renew for a one (1) year term on each
succeeding anniversary of this Agreement unless either the Compensation
Committee of the Company or the Executive notifies the other party in writing of
its desire to terminate this Agreement effective at the close of the current
term. Such written notice must be delivered to the other party prior to the end
of the current term. By written consent of both parties, this Agreement may be
terminated at any time.
ARTICLE 3
DEFINITIONS
3.1 BOARD OR BOARD OF DIRECTORS. The term "Board" or "Board of Directors"
means the Board of Directors of Cotton States Life Insurance Company.
3.2 CAUSE. The term "Cause" means either:
(a) any act that constitutes, on the part of the Executive, (i)
fraud, dishonesty, a felony or gross malfeasance of duty, and (ii) that
directly results in material injury to the Company; or
(b) conduct by the Executive in her office with the Company that is
grossly inappropriate and demonstrably likely to lead to material injury
to the Company, as determined by the Board acting reasonably and in good
faith;
provided, however, that in the case of (b) above, such conduct shall not
constitute Cause unless the Board shall have delivered to the Executive notice
setting forth with specificity the conduct deemed to qualify as Cause,
reasonable action that would remedy such objection, and a reasonable time (not
less than 30 days) within which the Executive may take such remedial action, and
the Executive shall not have taken such specified remedial action within such
specified reasonable time.
3.3 CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred if there is a Change in Control of the Company or Cotton States Mutual
Insurance Company ("Cotton States Mutual"), as defined below.
(a) A Change of Control of Company shall be deemed to have occurred
at such time as:
(i) any "person" (as the term is used in Section 13(d)(2) of
the Exchange Act) is or becomes the beneficial owner (as defined in
rule 13(d)-3 of the Exchange Act) directly or indirectly of (A)
securities generally, (B) voting securities as defined in OCGA
Section 33-14-17 or (C) membership rights to vote representing in
any case 20% or more of the combined voting power for election of
directors of the Company or any successor of Company;
(ii) during any period of two consecutive years or less
individuals who at the beginning of such period constituted the
board of directors of Company cease, for any reason, to constitute
at least a majority of the board of directors, unless the election
or nomination for election of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period;
(iii) there is any sale or other disposition of Company assets
representing 50% of more of the net book value of the assets of the
Company at the time of the transaction or generating 50% or more of
the profits of the Company over the three years preceding the
transaction; or
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(iv) there is any merger or consolidation to which Company is
a party as a result of which the persons who were the equity owners
of Company immediately prior to the effective date of the merger or
consolidation shall have beneficial ownership of less than 50% of
the combined voting power for election of directors of the surviving
corporation following the effective date of such merger or
consolidation.
(b) A Change of Control of Cotton States Mutual shall be deemed to
have occurred at such time as:
(i) any "person" (as the term is used in Section 13(d)(2) of
the Exchange Act) is or becomes the beneficial owner (as defined in
rule 13(d)-3 of the Exchange Act) directly or indirectly of (A)
securities generally, (B) voting securities as defined in OCGA
Section 33-14-17 or (C) membership rights to vote representing in
any case 20% or more of the combined voting power for election of
directors of Cotton States Mutual or any successor of Cotton States
Mutual;
(ii) during any period of two consecutive years or less
individuals who at the beginning of such period constituted the
board of directors of Cotton States Mutual cease, for any reason, to
constitute at least a majority of the board of directors, unless the
election or nomination for election of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period;
(iii) there is any sale or other disposition of Cotton States
Mutual assets representing 50% of more of the net book value of the
assets of Cotton States Mutual at the time of the transaction or
generating 50% or more of the profits of Cotton States Mutual over
the three years preceding the transaction; or
(iv) there is any merger or consolidation to which Cotton
States Mutual is a party as a result of which the persons who were
the equity owners of Cotton States Mutual immediately prior to the
effective date of the merger or consolidation shall have beneficial
ownership of less than 50% of the combined voting power for election
of directors of the surviving corporation following the effective
date of such merger or consolidation.
(c) In the event the Company and Executive agree in writing prior
to any event which would otherwise constitute a Change of Control, that
such event shall not constitute a Change of Control, then for purposes of
this Agreement there shall be no such Change of Control upon that event.
(d) Notwithstanding anything in the foregoing to the contrary, no
change in control shall be deemed to have occurred for purposes of this
Agreement by virtue of any transaction (i) which results in the Executive,
or a group of Persons which includes the Executive, acquiring, directly or
indirectly, 20% or more of the combined voting power of either the
Company's or Cotton States Mutual's, as applicable, securities, voting
securities, or memberships; (ii) arranged, participated in, or caused by a
state insurance
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regulatory agency possessing appropriate jurisdiction on the grounds of
failing or deteriorating financial condition of either the Company or
Cotton States Mutual which results in the acquisition, directly or
indirectly, of 20% or more of the combined voting power of either the
Company's or Cotton States Mutual's, as applicable, securities, voting
securities or memberships by any Person; or (iii) which results in either
the Company or Cotton States Mutual, any subsidiary of either the Company
or Cotton States Mutual or any profit sharing plan, employee stock
ownership plan or employee benefit plan of either the Company or Cotton
States Mutual or any of their subsidiaries (or any trustee of or fiduciary
with respect to any such plan acting in such capacity) acquiring, directly
or indirectly, 20% or more of the combined voting power of either the
Company's or Cotton States Mutual's, as applicable, securities or voting
securities.
3.4 CODE. The term "Code" means the Internal Revenue Code of 1986, as
amended.
3.5 COMPENSATION COMMITTEE. The term "Compensation Committee" means the
Compensation Committee of the Board of Directors of the Company.
3.6 DISABILITY. "Disabled" and "Disability" mean, that as a result of an
Injury or Sickness the Executive cannot perform the material duties of the
Executive's regular occupation;
(a) "Injury" for purposes of this Section 3.7 shall mean a bodily
injury, resulting directly from an accident, independent of all other
causes. The Injury must cause the Disability.
(b) "Sickness" for purposes of this Section 3.7 shall mean an
illness or disease causing Disability. Sickness includes pregnancy,
childbirth, miscarriage or abortion, or any complications therefrom.
(c) The Company in its sole discretion shall determine if the
Executive is Disabled within the meaning of this Section 3.7.
(d) Under no circumstances will an Executive be considered
Disabled under this Section 3.7 if such Executive is entitled to receive
benefits under the LTD Plan sponsored by the Company.
3.7 EXCHANGE ACT. The term "Exchange Act" means the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder.
3.8 INVOLUNTARY TERMINATION. The term "Involuntary Termination" means
termination of the Executive's employment by the Executive following a Change in
Control which, in the reasonable judgment of the Executive, is due to (a) a
change of the Executive's responsibilities, position (including status, office,
title, reporting relationships or working conditions), authority or duties
(including changes resulting from the assignment to the Executive of any duties
inconsistent with her positions, duties or responsibilities as in effect
immediately prior to the Change in Control); or (b) a reduction in the
Executive's compensation or benefits, or (c) a forced relocation of the
Executive outside the Atlanta metropolitan area or significant increase in the
Executive's travel requirements. Involuntary Termination does not
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include retirement (including early retirement) within the meaning of the
Company's retirement plan, or death or Disability of the Executive.
3.9 LTD PLAN. The term "LTD Plan" means the long-term disability plan
sponsored by the Company.
3.10 SEVERANCE PAYMENT. The term "Severance Payment" means the payment
described in Section 4.2.
ARTICLE 4
BENEFITS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL
4.1 TERMINATION. The Executive shall be entitled to, and the Company shall
pay or provide to the Executive, the benefits described in Section 4.2 below if
(a) a Change in Control occurs during the term of this Agreement, and (b) the
Executive's employment is terminated within three (3) years following the Change
in Control either (i) by the Company (other than for Cause or by reason of the
Executive's death or Disability) or (ii) by the Executive pursuant to
Involuntary Termination; provided, however, that if:
(a) during the term of this Agreement there is a public
announcement of a proposal for a transaction that, if consummated, would
constitute a Change in Control or the Board receives and decides to
explore an expression of interest with respect to a transaction which, if
consummated, would lead to a Change in Control (either transaction being
referred to herein as the "Proposed Transaction"); and
(b) the Executive's employment is thereafter terminated by the
Company other than for Cause or by reason of the Executive's death or
Disability; and
(c) the Proposed Transaction is consummated within one year after
the date of termination of the Executive's employment,
then, for the purposes of this Agreement, a Change in Control shall be deemed to
have occurred during the term of this Agreement and the termination of the
Executive's employment shall be deemed to have occurred within three (3) years
following a Change in Control.
4.2 BENEFITS TO BE PROVIDED. If the Executive becomes eligible for
benefits under Section 4.1, the Company shall immediately pay the Executive a
lump sum cash payment (less applicable employment and withholding taxes) equal
to $137,000 (the "Severance Payment"), which amount is the average of the amount
of the Executive's annual salary and annual cash bonuses, payable from the
Company, Cotton States Life or any subsidiary or affiliate of the Company or
Cotton States Life, for the 2001, 2002 and 2003 calendar years.
4.3 CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.
(a) The Severance Payment together with any other payment or
distribution by the Company to or for the benefit of the Executive outside
of this Agreement ("Payment") may result in an excise tax under Code
Section 4999. Such excise tax
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together with any interest or penalties on such excise tax are referred to
in this Agreement as the "Excise Tax."
(b) If the Payments do or could result in an Excise Tax (as
determined in Section 4.3(c) below), the Company shall pay the Executive
an amount ("Additional Payment") equal to the Excise Tax plus any
additional income and employment taxes resulting from the Company's
payment of the Additional Amount. Note that the Company shall not
reimburse the Executive for any income or employment taxes resulting from
the Severance Payment.
(c) The Company shall determine whether an Additional Payment is
required. The Company shall provide detailed supporting information
demonstrating whether an Excise Tax will be incurred and the amount of the
Additional Payment to the Executive. The Company shall provide such
information to the Executive within fifteen business days after payment of
the Severance Payment. The Company's determination is binding on the
Executive; provided, however, that the Company shall be obligated to pay
all amounts set forth in Section 4.3(d) below in the event the Internal
Revenue Service imposes an Excise Tax on Executive.
(d) The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service ("IRS") that, if successful, would require
the Company to make an Additional Payment to the Executive ("Claim"). The
Executive must provide such written notice to the Company as soon as
practicable but no later than ten business days after the IRS sends
written notice of the Claim to the Executive. The Executive's written
notice shall apprise the Company of the Claim and the date on which IRS
has demanded payment. The Executive shall not pay such Claim until 30 days
after the Executive provides written notice to the Company. If the Company
notifies the Executive in writing during such 30 day period that it
desires to dispute such claim ("Dispute"), the Executive shall on a timely
basis:
(i) give the Company any information it reasonably requests
relating to the Claim,
(ii) take such action in connection with contesting the Claim
as the Company shall reasonably request in writing from time to
time, including, without limitation, accepting legal representation
with respect to the Claim by an attorney the Company reasonably
selects,
(iii) cooperate with the Company in good faith in order
effectively to contest the Claim, and
(iv) permit the Company to participate in any proceedings
relating to the Claim;
(e) The Company shall pay all costs and expenses incurred in
connection with the Dispute and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and expenses.
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(f) The Company shall control all proceedings taken in connection
with the Dispute. At the Company's sole option, it may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences in
respect of the Dispute. At the Company's sole option, it may either direct
the Executive to pay the tax claimed and xxx for a refund or contest the
Claim in any permissible manner. The Executive agrees to prosecute the
Dispute to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the
Company shall determine.
(g) If the Company directs the Executive to pay the Claim and xxx
for a refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis. Furthermore, the Company shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect to
such Excise Tax) imposed with respect to such advance or with respect to
any imputed income with respect to such advance. The Company's control of
the Dispute shall be limited to issues with respect to the Additional
Amount and the Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.
(h) If, after the advance described in Section 4.3(g) above, the
Executive becomes entitled to receive any refund with respect to the
Dispute, the Executive shall promptly pay to the Company the amount of
such refund (together with any interest paid or credited thereon after
taxes applicable thereto).
(i) If, after the advance described in Section 4.3(g) above, the IRS
determines that the Executive is not be entitled to a refund with respect
to the Claim, the Company may take either of the following steps. First,
the Company may notify the Executive in writing of its intent to dispute
the IRS determination. In this event, this Section 4.3 shall continue in
effect with respect to the Dispute. Second, the Company may decide to
discontinue the Dispute. If so, then the Company's advance shall be offset
against the Additional Payment. The Executive must notify the Company in
writing of any IRS determination within 10 days of the Executive's receipt
of such determination. The Company then has 30 days to notify the
Executive in writing of its decision to continue or discontinue the
Dispute.
4.4 WAIVER OF STANDARD SEVERANCE. In the event the Executive is entitled
to the Severence Payment, the Executive hereby knowingly and voluntarily
releases and waives any claim or right the Executive ever had, now has, or may
have or claims to have against the Company to receive severance benefits
pursuant to the terms of the Company's standard severance program, as the same
may be amended from time to time. In the event the Executive is not entitled to
the Severence Payment, the release and waiver set forth in the foregoing
sentence shall be null and void and the Executive shall be entitled to receive
severance benefits pursuant to the terms of the Company's standard severance
program, as the same may be amended from time to time.
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ARTICLE 5
DISABILITY BENEFITS
5.1 ELIGIBILITY FOR DISABILITY BENEFITS. An Executive shall be eligible
for the disability benefit described in Section 5.2 below ("Disability Benefit")
if the following conditions are satisfied:
(a) The Executive is Disabled (as defined in Section 3.7) while this
Agreement is in effect; and
(b) The Executive is "actively at work" (as defined below) at the
time the Executive becomes Disabled; and
(c) At the time the Executive became Disabled, the Executive was an
active participant in the LTD Plan and had timely remitted all premiums
for such coverage as set forth in the LTD Plan.
5.2 DISABILITY BENEFIT.
(a) The Company shall pay the Disability Benefit monthly. The
monthly Disability Benefit shall equal Eighty Percent (80%) of the
Executive's "monthly base salary" (as defined below) reduced by any
"offset payments" (as defined below).
(b) The Executive's monthly base salary is determined by ignoring
overtime pay, bonuses, commissions, fringe benefits and any other extra
compensation. However, monthly base salary shall include any compensation
the Executive defers under the Company's 401(k) plan or under the
Company's Section 125 plan. The Executive's monthly base salary shall be
the greater of 1/12th of the Executive's annual base salary for the
calendar year immediately preceding the Executive's Disability or the
Executive's monthly base salary for the month immediately preceding the
Executive's Disability.
(c) The offset payments are: Social Security disability benefits,
unemployment compensation, worker's compensation benefits, and any other
amounts which would reduce the Executive's Disability Benefit had the
Executive been entitled to payments under the LTD Plan. Benefits may be
offset regardless of whether the Executive makes an application for
benefits if the Company reasonably determines that the Executive would
have received benefits if the Executive had made a timely application for
benefits. If an Executive receives an offset payment in the form of a lump
sum benefit, such lump sum payment will be divided by 60 and the result
will be used to reduce the monthly Disability Benefit in each month for
which benefits are payable.
(d) "Actively at Work" means the Executive was actively employed for
the minimum number of hours the Company establishes as the normal week for
the Executive at the Company's principal place of business or at other
Company approved locations.
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(e) All Disability Benefits shall cease at the earliest of the
following dates:
(i) Age 65. However, if Disability Benefits must continue
beyond age 65 to satisfy federal or state age discrimination
statutes, such payments will continue to the extent necessary to
satisfy such federal or state statute. A table of post-65 disability
benefits provided by the Company sponsored LTD Plan shall be used
for determining the amount of post-65 payments required under this
Agreement.
(ii) Disability Benefits shall cease when the Executive is no
longer Disabled under the definition in Section 3.7.
(iii) Disability Benefits shall cease if the Company becomes
insolvent and unable to pay its debts in the ordinary course of its
business.
(iv) The Executive is no longer under the care of a
"physician." Physician means any legally qualified physician.
However, if Disability is due to a mental, psychoneurotic, or
personality disorder, the physician must also be qualified to
evaluate and treat mental illness through specialization in or
training and experience in psychiatric medicine.
(v) The Executive begins work at any occupation or employment
for wage, profit or gain.
(vi) The Executive fails to furnish proof, as requested by the
Company that the Executive is Disabled.
(vii) The Executive refuses to be examined, if the Company
requires an examination. The Company may require an examination as
frequently as would be permitted under the terms of the Company
sponsored LTD Plan.
(viii) The Executive's death.
5.3 ELIMINATION PERIOD. The Executive must be continually Disabled for 90
consecutive days before the Company becomes obligated to pay Disability
Benefits. The Company shall not pay Disability Benefits for the Executive's
Disability during the Elimination Period.
5.4 EVIDENCE REQUIREMENT. The Company may require the Executive to provide
evidence of the Executive's Disability as frequently as would be permitted under
the Company sponsored LTD Plan.
5.5 PRO RATA BENEFITS. If a monthly Disability Benefit is for less than a
month, the Company will pay 1/30 of the monthly Disability Benefit for each day
the Executive is Disabled.
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5.6 EXCLUSIONS. This Agreement does not cover and no Disability Benefit
will be payable to a Participant whose loss is caused by, attributable to, or
resulting from:
(a) Intentionally self-inflicted Injury, while sane or insane;
(b) The Executive's commission of or attempt to commit assault,
battery or any felony;
(c) Declared or undeclared war or act of war;
(d) Insurrection, rebellion, or participation in a riot or civil
disorder or commotion;
(e) Chronic alcoholism;
(f) Use of narcotics, barbiturates, or hallucinogenic substances; or
(g) Any other exclusion provided for in the Company sponsored LTD
Plan.
ARTICLE 6
MISCELLANEOUS
6.1 CONTRACT NON-ASSIGNABLE. The parties acknowledge that this Agreement
has been entered into due to, among other things, the special skills of the
Executive, and agree that this Agreement may not be assigned or transferred by
the Executive, in whole or in part, without the prior written consent of the
Company. Any business entity succeeding to all or substantially all of the
business of the Company by purchase, merger, consolidation, sale of assets or
otherwise, shall be bound by this Agreement.
6.2 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail, postage prepaid:
To the Company: Cotton States Life Insurance Company
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Compensation Committee
To the Executive: Xxxxx X. Xxxxxxxxxxx
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Any party may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.
6.3 PROVISIONS SEVERABLE. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or
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in part, such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of the remaining provisions or covenants,
or any part thereof, of this Agreement, all of which shall remain in full force
and effect.
6.4 NO OBLIGATION TO FUND. The agreement of the Company (or its successor)
to make payments to the Executive hereunder shall represent solely the unsecured
obligation of the Company (and its successor), except to the extent the Company
(or its successors) in its sole discretion elects in whole or in part to fund
its obligation xxxxxx this Agreement pursuant to a trust arrangement or
otherwise.
6.5 WAIVER. Failure of either party to insist, in one or more instances,
on performance by the other in strict accordance with the terms and conditions
of this Agreement shall not be deemed a waiver or relinquishment of any right
granted in this Agreement or of the future performance of any such term or
condition or of any other term or condition of this Agreement, unless such
waiver is contained in a writing signed by the party making the waiver.
6.6 AMENDMENTS AND MODIFICATIONS. This Agreement may be amended or
modified only by a writing signed by both parties hereto, which makes specific
reference to this Agreement.
6.7 GOVERNING LAW. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Georgia.
6.8 ARBITRATION OF DISPUTES; EXPENSES. The parties agree, to the maximum
extent allowed by applicable law, that all disputes that may arise between them
relating to the interpretation or performance of this Agreement, including
matters relating to any funding arrangements for the benefits provided under
this Agreement, shall be determined by binding arbitration through an arbitrator
approved by the American Arbitration Association or other arbitrator mutually
acceptable to the parties. The arbitration shall proceed in accordance with the
provisions of the Federal Arbitration Act and the rules and procedures of the
American Arbitration Association. The parties agree that the arbitrators shall
apply the laws of the State of Georgia and any applicable federal law. Unless
otherwise agreed by the parties, all arbitration proceedings shall be held in
Atlanta, Georgia. The award of the arbitrators shall be issued within sixty (60)
days of the close of the hearing or the submission of post-hearing memoranda,
whichever is later, and shall include each arbitrator's individual vote. The
award of the arbitrator shall be final and binding upon the parties and judgment
upon the award rendered may be entered in any court having jurisdiction in the
State of Georgia. In the event the Executive incurs legal fees and other
expenses in seeking to obtain or to enforce any rights or benefits provided by
this Agreement and its successful, in whole or in part, in obtaining or
enforcing any such rights or benefits through settlement, arbitration or
otherwise, the Company shall promptly pay the Executive's reasonable legal fees
and expenses incurred in enforcing this Agreement. Except to the extent provided
in the preceding sentence, each party shall pay its own legal fees and other
expenses associated with the arbitration, provided that the fee for the
arbitrator shall be shared equally.
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6.9 WITHHOLDING. The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
6.10 SPENDTHRIFT CLAUSE. None of the benefits, payments, proceeds or
distribution under this Plan shall be subject to the claim of any creditor of
the Executive or to any legal process by any creditor of the Executive.
Executive shall not have any right to alienate, commute, anticipate or assign
any of the benefits, payments, proceeds or distributions under this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officers and the Executive has hereunto set
her hand, as of the date and year first above written.
COTTON STATES LIFE
INSURANCE COMPANY
/s/ J. Xxxxxx Xxxxxx
-------------------------------------
J. Xxxxxx Xxxxxx
Chairman of the Board
EXECUTIVE
/s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxxxx
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