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EXHIBIT 10.54
TRI-PARTY
SPLIT DOLLAR AGREEMENT AND COLLATERAL ASSIGNMENT
AGREEMENT (the "Agreement") made and effective as of September
1, 1999, by and between the ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 Grantor Trust u/a/d December 28,
1995 (the "Grantor Trust") and the ▇▇▇▇▇▇▇ 1997 Family Trust u/a/d June 19, 1997
(the "Family Trust") and PRECISION RESPONSE CORPORATION, a Florida corporation
(the "Company") (whose address is ▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ 33169).
WHEREAS, the Family Trust is the owner of a certain life
insurance policy (the "Policy") dated September 25, 1997, and issued September
26, 1997, by New York Life Insurance Company (the "Insurance Company") on the
lives of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Husband" or "▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇") and his spouse, ▇▇▇▇
▇. ▇▇▇▇▇▇▇ ("Wife");
WHEREAS, pursuant to that certain Split Dollar Agreement and
Collateral Assignment (the "1997 Agreement") dated on or about September 1,
1997, between the Trustees of the Family Trust and the Grantor Trust, the
Grantor Trust has contributed a portion of the premiums due on the Policy;
WHEREAS, the Grantor Trust desires henceforth to cease
contributing a portion of the premiums due on the Policy pursuant to the 1997
Agreement;
WHEREAS, the Husband is employed by the Company pursuant to
that certain Employment Agreement (the "Employment Agreement") dated as of May
15, 1996, between the Husband and the Company, as amended by the Amendment to
Employment Agreement dated as of April 1, 1999, between the Husband and the
Company;
WHEREAS, the Company desires henceforth to contribute a
portion of the premiums due on the Policy under a continuing "Split Dollar"
arrangement;
WHEREAS, the Family Trust will continue to be the owner
of the Policy subject to the terms of this Agreement;
WHEREAS, the Policy will be collaterally assigned to the
Grantor Trust and the Company as security for the repayment of the amounts which
the Grantor Trust and the Company have contributed or will contribute as
premiums due on the Policy, all as more fully set forth herein; and
WHEREAS, the Family Trust and the Grantor Trust hereby desire
that, pursuant to ARTICLE 14 of the 1997 Agreement, this Agreement should
supersede in its entirety the 1997 Agreement, which hereafter shall be of no
further force and effect.
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NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement, it is agreed between the parties to this Agreement
as follows:
ARTICLE 1
INSURANCE POLICY
The Family Trust has obtained the Policy on the Husband's and
Wife's joint lives in the total face amount of $30,000,000. The policy number,
type of policy, face amount and plan of payments contained in the Policy are
recorded on Schedule A attached hereto and the parties hereto agree that the
Policy is held subject to the terms of this Agreement.
ARTICLE 2
OWNERSHIP OF INSURANCE
The Family Trust is and shall continue to be the owner of the
Policy and may exercise all rights of ownership with respect to the Policy,
except as to the limited security interest in the Policy specifically granted to
the Grantor Trust and the Company herein. Subject to such security interest of
the Grantor Trust and the Company, the rights reserved to the Family Trust
include specifically the right to change the beneficiaries of the Policy, the
right to surrender the Policy, the right to assign the Policy or revoke such an
assignment, and the right to pledge the Policy for a loan or to obtain a loan
from the Insurance Company against the surrender value of the Policy.
ARTICLE 3
PREMIUM
When used in this Agreement the words "the Premium" shall mean
and refer to the annual premium shown on Schedule A attached hereto, or such
other annual amounts as the parties hereto may from time to time agree in
writing to pay to the Insurance Company with respect to the Policy; provided,
however, that in no event shall the Premium be less than the smallest annual
payment necessary to keep the Policy in full force and effect.
ARTICLE 4
PAYMENT OF PREMIUMS ON POLICY
A. The Company shall pay either directly to the Insurance
Company or by making the necessary funds therefor
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available to the Family Trust the Premium when due less the amounts due from the
Family Trust pursuant to the provisions of Section B of this ARTICLE 4. The
Premium may be paid under any payment method acceptable to the Company and the
Insurance Company.
B. The Family Trust shall pay that portion of each annual
premium equal to the cost (calculated by application of the lower of the
Internal Revenue Service's U.S. Life Table 38 rate or the Insurance Company's
annual term insurance rates on the lives of the Husband and Wife while they are
both alive, and by application of the lower of the Internal Revenue Service's
U.S. Life Table 58 rate or the Insurance Company's annual term insurance rate on
the life of the survivor of the Husband and Wife after the death of the first of
them to die) of the insurance proceeds which the beneficiary or beneficiaries
named by the Family Trust would be entitled to receive if the survivor of the
Husband and Wife died during that policy year (before any reduction for any
repayments to be made to the Grantor Trust or the Company pursuant to this
Agreement).
ARTICLE 5
FAMILY TRUST'S OBLIGATION TO GRANTOR TRUST AND COMPANY
A. The Family Trust must repay to the Grantor Trust the
aggregate amount paid by the Grantor Trust under Section A of ARTICLE 4 of the
1997 Agreement as premiums on the Policy (such amount being hereinafter referred
to as the "Grantor Trust Net Payment Amount") in accordance with Section A of
ARTICLE 8, Section A of ARTICLE 9, and Section A of ARTICLE 11 of this Agreement
(as the case may be).
B. The Family Trust must repay to the Company the aggregate
amount paid by the Company under Section A of ARTICLE 4 of this Agreement as
premiums on the Policy (such amount being hereinafter referred to as the
"Company Net Payment Amount") in accordance with ARTICLE 7, Section B of ARTICLE
8, Section B of ARTICLE 9, and Section B of ARTICLE 11 of this Agreement (as the
case may be), subject, however, to the provisions of Section C of this ARTICLE
5.
C. Notwithstanding anything in this Agreement to the contrary,
the Family Trust shall not be required to repay to the Company any part or all
of the Company Net Payment Amount in the event of the termination of Husband's
employment with the Company by reason of any one or more of the following events
(hereinafter referred to individually in this Agreement as a "Vesting Event"):
1. The termination of Husband's employment as a
result of Husband's disability (as such term is defined in
paragraph 7(b) of the Employment Agreement);
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2. The voluntary resignation of Husband from
employment by Company (a) in connection with a Change in Control of Company (as
defined in paragraph 1 of Section B of ARTICLE 7 hereof) or (b) due to Husband's
attainment of normal retirement age of sixty-five (65) years;
3. The termination of Husband's employment as a
result of Husband's Constructive Termination (as defined in paragraph 7(e) of
the Employment Agreement);
4. The involuntary termination of Husband's
employment by Company for any reason not set forth in paragraph 7 of the
Employment Agreement; and/or
5. The failure or refusal by Company to renew the
term of the Employment Agreement pursuant to paragraph 2 thereof or to renew or
continue any successor employment agreement (other than in connection with (a)
the occurrence of a Termination Event (as defined in Section A of Article 7
hereof); (b) the death of Husband or (c) Husband entering into a successor
employment agreement with the Company acceptable to Husband in his sole
discretion).
D. Immediately upon the occurrence of a Vesting Event:
1. The Company shall release the collateral
assignment of the Policy made by the Family Trust to the Company pursuant to
Section A of ARTICLE 6 hereof;
2. The Family Trust's obligations to the Company
under Section B of this ARTICLE 5 shall terminate and cease forever;
3. The Company shall have no right, title and
interest in and to the Policy, including without limitation by way of ARTICLE 7,
Section B of ARTICLE 8, Section B of ARTICLE 9 and/or Section B of ARTICLE 11
hereof; and
4. The obligation of the Company under Section A of
ARTICLE 4 hereof shall be funded as and when, to the extent and for the period
required under paragraph 8 of the Employment Agreement consistent with such
obligation being a benefit of Husband which Husband is entitled to receive under
such paragraph 8 upon the termination of his employment with the Company by
reason of a Vesting Event. Upon the funding of the required amount of the
Company's obligation under Section A of ARTICLE 4 hereof, the Company shall have
no further obligations hereunder.
ARTICLE 6
ASSIGNMENT OF POLICY
A. The Family Trust hereby collaterally assigns, and grants a
security interest in, all of its right, title and interest
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in and to the Policy, to (i) the Grantor Trust as security for repayment of the
Grantor Trust Net Payment Amount and (ii) the Company as security for repayment
of the Company Net Payment Amount, subject, however, to the provisions of
Section B of this ARTICLE 6. Such collateral assignment shall be joint and
several as to the Grantor Trust and the Company, subject, however, to and as
provided in the provisions of Section B of this ARTICLE 6. Such collateral
assignment shall not be altered or changed without the written consent of the
Grantor Trust and the Company.
B. The Grantor Trust and the Company hereby acknowledge and
agree that any and all right, title and interest of the Grantor Trust in and to
the Policy under Section A of this ARTICLE 6, including without limitation any
and all right, title and interest of the Grantor Trust in and to the cash
surrender value of the Policy and/or the death benefits provided under the
Policy, are hereby and shall be junior, subject to, and subordinate in all
respects to any and all right, title and interest of the Company in and to the
Policy under said Section A, including without limitation any and all right,
title and interest of the Company in and to the cash surrender value of the
Policy and/or the death benefits provided under the Policy; it being the intent
of this Section B that the Company be repaid the Company Net Payment Amount as
and to the extent it is entitled to be repaid same hereunder prior to any
repayment of the Grantor Trust Net Payment Amount. Such agreement shall not be
altered or changed without the written consent of the Grantor Trust and the
Company.
ARTICLE 7
CLAIMS UPON TERMINATION OF EMPLOYMENT
A. The Family Trust must repay to the Company the Company Net
Payment Amount less any repayments made by the Family Trust to the Company prior
to the occurrence of a Termination Event (as hereinafter defined) upon the
termination of Husband's employment by Company by reason of any one or more of
the following events (hereinafter referred to individually in this Agreement as
a "Termination Event"):
1. The termination of Husband's employment by Company
for cause pursuant to paragraph 7(c) of the Employment Agreement; and/or
2. The voluntary resignation by Husband from
employment by Company pursuant to paragraph 7(d) of the Employment Agreement
(other than any such resignation resulting in the occurrence of a Vesting
Event).
B. As used in this Agreement:
1. A "Change in Control of Company" means that (i)
neither ▇▇▇▇ ▇. ▇▇▇▇▇▇ (for these purposes, counting all common
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stock directly or indirectly beneficially owned by ▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ Affiliates
(as hereinafter defined)) nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (for these purposes, counting all
common stock directly or indirectly beneficially owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇
Affiliates) beneficially owns at least ten (10%) percent of the issued and
outstanding common stock of Company (or its successor); (ii) neither ▇▇▇▇ ▇.
▇▇▇▇▇▇ (for these purposes, counting all common stock directly or indirectly
beneficially owned by ▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ Affiliates) nor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (for
these purposes, counting all common stock directly or indirectly beneficially
owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇ Affiliates) is the stockholder of Company (or its
successor) beneficially owning the highest number of issued and outstanding
shares of common stock of Company (or its successor); or (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇
and/or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ do not occupy the positions of Chairman of the Board and
Chief Executive Officer of Company (or its successor).
2. "Affiliate" means, with respect to ▇▇▇▇ ▇. ▇▇▇▇▇▇
or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an Immediate Family Member (as hereinafter defined) of his,
a trust principally for his benefit and/or the benefit of his Immediate Family
Members and/or lineal descendants, or a family limited partnership or any other
entity the direct or indirect beneficial or pecuniary owners of which are
principally him, his Immediate Family Members and/or trusts or other entities
principally for the benefit of him, his Immediate Family Members and/or lineal
descendants.
3. "Immediate Family Members" means, with respect to
▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, his spouse, children, parents, siblings or
other lineal descendants.
C. The repayment pursuant to Section A of this ARTICLE 7 must
be made within one (1) year from the date of the Termination Event; provided,
however, that upon receipt of such repayment, the Company shall release the
collateral assignment of the Policy made by the Family Trust to the Company
pursuant to Section A of ARTICLE 6 of this Agreement and the Company shall have
no further right, title and interest in and to the Policy. The receipt by the
Company of the Company Net Payment Amount shall constitute satisfaction of the
Family Trust's obligation under Section B of ARTICLE 5 hereof and this
ARTICLE 7.
ARTICLE 8
DEATH CLAIMS
A. When the survivor of the Husband and Wife dies, the Grantor
Trust shall be entitled to receive a portion of the death benefits provided
under the Policy. The amount to which the Grantor Trust shall be entitled shall
be the lesser of (i) the excess, if any, of such death benefits over the amount,
if any, payable to the Company under Section B of this ARTICLE 8 or (ii) the
Grantor Trust Net Payment Amount less any repayments made by the Family Trust to
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the Grantor Trust prior to the death of the survivor of the Husband and Wife;
provided, however, that upon receipt of such amount by the Grantor Trust, the
Grantor Trust shall release the collateral assignment of the Policy made by the
Family Trust to the Grantor Trust pursuant to Section A of ARTICLE 6 of this
Agreement. The receipt by the Grantor Trust of the Grantor Trust Net Payment
Amount less any repayments made by the Family Trust to the Grantor Trust prior
to the death of the survivor of the Husband and Wife shall constitute
satisfaction of the Family Trust's obligation under Section A of ARTICLE 5 of
this Agreement. To the extent, if any, the death benefits provided under the
Policy are insufficient to pay in full the Grantor Trust Net Payment Amount less
any repayments made by the Family Trust to the Grantor Trust prior to the death
of the survivor of the Husband and Wife, the Family Trust shall be liable to the
Grantor Trust for the amount of such insufficiency.
B. When the survivor of the Husband and Wife dies, the Company
shall be entitled to receive a portion of the death benefits provided under the
Policy; provided, however, that a Vesting Event shall not have occurred prior to
such death, in which event the Company shall not receive any part or all of the
death benefits provided under the Policy. The amount to which the Company shall
be entitled shall be the Company Net Payment Amount less any repayments made by
the Family Trust to the Company prior to the death of the survivor of the
Husband and Wife; provided, however, that upon receipt of such amount by the
Company, the Company shall release the collateral assignment of the Policy made
by the Family Trust to the Company pursuant to Section A of ARTICLE 6 of this
Agreement. The receipt of such amount by the Company shall consti tute
satisfaction of the Family Trust's obligation under Section B of ARTICLE 5 of
this Agreement. To the extent, if any, the death benefits under the Policy are
insufficient to pay in full the Company Net Payment Amount less any repayments
made by the Family Trust to the Company prior to the death of the survivor of
the Husband and Wife, the Family Trust shall be liable to the Company for the
amount of such insufficiency.
C. When the survivor of the Husband and Wife dies, the
beneficiary or beneficiaries named by the Family Trust (or by its assignees)
shall be entitled to receive the amount, if any, of the death benefits provided
under the Policy in excess of the sum of (i) the amount, if any, payable to the
Grantor Trust under Section A of this ARTICLE 8 and (ii) the amount, if any,
payable to the Company under Section B of this ARTICLE 8. Such amount shall be
paid under the settlement option elected by the Family Trust (or by its
assignees).
D. If any interest is due upon the death benefits provided
under the Policy, the Grantor Trust, the Company and the beneficiary or
beneficiaries named by the Family Trust (or by its assignees) shall share such
interest in the same proportions as their respective shares of such death
benefits (as provided in Sections A, B and C, respectively, of this ARTICLE 8)
shall bear to
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the total death benefits provided under the Policy excluding such
interest.
E. If, upon the death of the survivor of the Husband and Wife,
there is a refund of unearned premium under the Policy, then any such refund
shall be divided between the Grantor Trust, the Company (provided, however, that
a Vesting Event shall not have occurred prior to such death, in which event the
Company shall not receive any part or all of such refund under the Policy) and
the beneficiary or beneficiaries named by the Family Trust (or by its assignees)
in the same proportions as their respective shares of the last premium payment
made by the Grantor Trust, the Company and the Family Trust, respectively.
ARTICLE 9
DIVISION OF THE NET CASH SURRENDER
VALUE OF THE POLICY
A. If the Policy is surrendered (which the then Trustees of
the Family Trust, in their sole discretion, shall have the right to do at any
time), the Grantor Trust shall thereupon be entitled to receive the lesser of
(i) the excess, if any, of the net cash surrender value of the Policy over the
amount, if any, payable to the Company pursuant to the provisions of Section B
of this ARTICLE 9 or (ii) the Grantor Trust Net Payment Amount less any
repayments made by the Family Trust to the Grantor Trust prior to such
surrender. To the extent, if any, the net cash surrender value of the Policy is
insufficient to pay in full the Grantor Trust Net Payment Amount less any
repayments made by the Family Trust to the Grantor Trust prior to such
surrender, the Family Trust shall be liable to the Grantor Trust for the amount
of such insufficiency.
B. If the Policy is surrendered (which the then Trustees of
the Family Trust, in their sole discretion, shall have the right to do at any
time), the Company shall thereupon be entitled to receive the Company Net
Payment Amount less any repayments made by the Family Trust to the Company prior
to such surrender; provided, however, that a Vesting Event shall not have
occurred prior to such surrender, in which event the Company shall not receive
any part or all of the Company Net Payment Amount. To the extent, if any, the
net cash surrender value of the Policy is insufficient to pay in full the
Company Net Payment Amount less any repayments made by the Family Trust to the
Company prior to such surrender, the Family Trust shall be liable to the Company
for the amount of such insufficiency.
C. The Family Trust (or its assignees), shall be entitled to
receive any balance of the net cash surrender value of the Policy.
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ARTICLE 10
TERMINATION OF AGREEMENT
This Agreement shall terminate when any of the following
events occur:
A. Termination of the Family Trust;
B. Upon the election of the aggrieved party, if either the
Company or the Family Trust shall fail for any reason to make payment of any
portion of the Premium due on the Policy as required by ARTICLE 4 of this
Agreement on or prior to the due date thereof; provided, however, that any
election to terminate this Agreement under this Section B must be made within
ninety (90) days after the failure to make the required payment occurs; and
provided further, however, that the election to terminate this Agreement by the
Family Trust shall be in addition to all of the other rights and remedies at law
or in equity of the Family Trust against the Company for its failure to pay any
portion of the Premium it was required to make; or
C. Full repayment by the Family Trust of both (i) the Grantor
Trust Net Payment Amount and (ii) the Company Net Payment Amount; provided,
however, that a Vesting Event shall not have occurred prior to such repayment,
in which event the Company shall not receive any part or all of the Company Net
Payment Amount.
ARTICLE 11
DISPOSITION OF POLICY ON
TERMINATION OF AGREEMENT
A. If the Policy is surrendered by the then Trustees of the
Family Trust or this Agreement is terminated under Section A or Section B of
ARTICLE 10 hereof, the Family Trust shall have one hundred twenty (120) days in
which to repay to the Grantor Trust the Grantor Trust Net Payment Amount less
any repayments made by the Family Trust to the Grantor Trust prior to the
termination of this Agreement. Upon receipt of such amount, the Grantor Trust
shall release the collateral assignment of the Policy made by the Family Trust
to the Grantor Trust pursuant to Section A of ARTICLE 6 of this Agreement. If
the Family Trust does not repay such amount within such one hundred twenty (120)
day period, the Grantor Trust may enforce its rights against the Family Trust
under this Agreement in any way it sees fit.
B. If the Policy is surrendered by the then Trustees of the
Family Trust or this Agreement is terminated under Section A or Section B of
ARTICLE 10 hereof, the Family Trust shall have one hundred twenty (120) days in
which to repay to the Company the Company Net Payment Amount less any repayments
made by the Family Trust to the Company prior to the termination of this
Agreement;
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provided, however, that a Vesting Event shall not have occurred prior to such
termination, in which event the Company shall not receive any part or all of the
Company Net Payment Amount. Upon receipt of such amount, the Company shall
release the collateral assignment of the Policy made by the Family Trust to the
Company pursuant to Section A of ARTICLE 6 of this Agreement. If the Family
Trust does not repay such amount within such one hundred twenty (120) day
period, the Company may enforce its rights against the Family Trust under this
Agreement in any way it sees fit, subject, however, to the Family Trust's right
to set off against any claim made by the Company any damages suffered by or
claims of the Family Trust to the extent this Agreement was terminated by the
Family Trust pursuant to Section B of ARTICLE 10 hereof.
C. Any repayment made by the Family Trust pursuant to this
ARTICLE 11 shall be made first to the Company to the extent of the Company Net
Payment Amount less any repayments made by the Family Trust to the Company prior
to the termination of this Agreement (subject, however, to a Vesting Event not
having occurred) and, if and only if such amount is paid in full, then to the
Grantor Trust to the extent of the Grantor Trust Net Payment Amount less any
repayments made by the Family Trust to the Grantor Trust prior to the
termination of this Agreement.
ARTICLE 12
INSURANCE COMPANY A PARTY
The Insurance Company is a party to this Agreement and hereby
acknowledges and agrees to be bound by the terms and provisions hereof,
including without limitation the provisions of ARTICLE 5 and ARTICLE 6 hereof,
and shall be fully discharged from any and all liability under the terms of any
policy issued by it, which is subject to the terms of this Agreement, upon
payment or other performance of its obligations in accordance with the terms and
provisions of such policy and this Agreement.
ARTICLE 13
ASSIGNMENT BY GRANTOR TRUST AND COMPANY
Each of the Grantor Trust and the Company is prohibited from
assigning its right, title or interest in and to the Policy (or any portion
thereof) to anyone other than the Family Trust (or its assignees).
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ARTICLE 14
AMENDMENT OF AGREEMENT
This Agreement shall not be modified or amended except by a
written agreement signed by the Grantor Trust, the Company and the Family Trust.
This Agreement shall be binding upon the successors and assigns of each party
hereto.
ARTICLE 15
GOVERNING LAW
This Agreement shall be deemed a contract made under the laws
of, executed and delivered in the State of Florida, and for all purposes shall
be construed and interpreted in accordance with the laws of such State without
reference to conflicts of laws principles.
ARTICLE 16
ATTORNEYS' FEES
In the event that any of the parties to this Agreement
institutes suit against any other party to this Agreement to enforce or declare
any of their respective rights or obligations hereunder, the prevailing party in
such action shall be entitled to recover from the other party or parties all
reasonable costs thereof, including reasonable attorneys' and paralegals' fees
and costs incurred before and at trial and at all tribunal levels, and whether
or not suit or any other proceeding is instituted.
ARTICLE 17
ENTIRE AGREEMENT
This Agreement constitutes the entire final agreement among
the parties with respect to, and supersedes any and all prior and
contemporaneous agreements between or among the parties hereto both oral and
written (including, without limitation, the 1997 Agreement) concerning, the
subject matter hereof and may not be amended, modified or terminated except by a
writing signed by the parties hereto.
ARTICLE 18
COUNTERPARTS
This Agreement may be executed in counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, as a Trustee
of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 Grantor
Trust
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as a Trustee
of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 Grantor
Trust
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, as a Trustee of
the ▇▇▇▇▇▇▇ 1997 Family Trust
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as a Trustee
of the ▇▇▇▇▇▇▇ 1997 Family Trust
CITICORP TRUST SOUTH DAKOTA, as a
Trustee of the ▇▇▇▇▇▇▇ 1997 Family
Trust
By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trust Officer
PRECISION RESPONSE CORPORATION, a
Florida corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman of the
Board
This Split Dollar Agreement and Collateral Assignment relating to the Policy was
executed and recorded by New York Life Insurance Company on 2-9-2000, 1999.
NEW YORK LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ SHUMPUT
---------------------------------
Name:
Title: Consultant 1
The issuer assumes no responsibility for the validity of any assignment or
collateral assignment.
[X] NEW YORK LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Secretary
[ ] NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Secretary
[ ] NEW YORK LIFE INSURANCE COMPANY OF ARIZONA
By /s/ not legible DATE 2-9-2000
--------------------------------- ---------------
Secretary
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SCHEDULE A
INSURANCE POLICY ON THE JOINT
LIVES OF ▇▇▇▇▇ ▇▇▇▇▇▇▇ AND ▇▇▇▇ ▇▇▇▇▇▇▇
New York Life
Insurance Annual
Company Planned
Policy Number Type of Policy Face Amount Premium
------------- -------------- ----------- -------
Beginning
as of
09/25/97:
$127,100
Beginning
as of
09/25/2002:
46 111 916 Second-to-die $30,000,000 $124,900
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