Exhibit 10.5C
AMENDMENT TO SPLIT DOLLAR LIFE INSURANCE AGREEMENTS DATED AS OF
DECEMBER 17, 1993
THIS AMENDMENT is made as of the 6th day of November, 1998, by and
among RECOTON CORPORATION, a New York corporation with its principal offices at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporation"); ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, residing at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇");
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as trustees of the ▇▇▇▇▇▇ AND ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ 1993 FAMILY TRUST dated November 5, 1993 (the "Trustees").
WHEREAS, the parties hereto have entered into three agreements dated
as of December 17, 1993 regarding a split-dollar insurance program (the
"Program"), one related to a ▇▇▇▇ ▇▇▇▇▇▇▇ policy in the principal amount of $
6,500,000 (the "First Policy Agreement"), another related to a Chubb Life
American policy in the principal amount of $3,500,000 (the "Second Policy
Agreement") and the third related to a Hartford Life Insurance Company policy in
the principal amount of $1,300,000 (the "Third Policy Agreement" and, with the
First Policy Agreement and the Second Policy Agreement, the "Agreements");
WHEREAS, ▇▇▇▇▇▇▇▇▇ continues to be employed by the Corporation and has
continued to render competent efforts on behalf of the Corporation; and
WHEREAS, ▇▇▇▇▇▇▇▇▇ and the Trustees have requested that the Program be
revised to increase the principal amount of the coverage and make certain
changes in carriers and the Company has agreed with such request.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficient of which is hereby
acknowledged, the parties hereto agree as follows:
1. All references in the First Policy Agreement to "▇▇▇▇ ▇▇▇▇▇▇▇",
"$6,500,000" and "Policy No. 08006960-2" are hereby changed to "Lincoln Life
Insurance Company," "$10,000,000" and "Policy No. 4802506," respectively and
Article IV of the First Policy Agreement is hereby amended to read as set forth
on Attachment I to this Amendment.
2. The Second Policy Agreement is hereby terminated.
3. The Third Policy Agreement remains unchanged.
4. The parties have herewith entered into two new agreements (the
"Fourth Policy Agreement" and the "Fifth Policy Agreement") in substantially the
form of the other Agreements with respect to a life insurance policy from The
Travelers Insurance Company in the principal amount of $2,250,000 (for the
Fourth Policy Agreement) and a life insurance policy from Transamerica
Occidental Life Insurance Company in the principal amount of $2,000,000 (for the
Fifth Policy Agreement).
5. The parties acknowledge that the policy issued by Lincoln Life
Insurance Company ("Lincoln") is a variable universal life policy through
Trudi's age 91 and the policies issued by The Travelers Insurance Company and
Transamerica Occidental Life Insurance Company are interest sensitive universal
life policies through Trudi's age 92, whereas the policy issued by ▇▇▇▇ ▇▇▇▇▇▇▇
was a whole life policy and the policy issued by Chubb Life Insurance Company of
America was a universal life policy.
6. The parties consent to the surrender of the policies issued by ▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇ Life Insurance Company of America with the cash surrender
value being used to purchase the policy issued by Lincoln.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
RECOTON CORPORATION
ATTESTED:
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------- By: /s/ Stuart Mont
Assistant Secretary ---------------------------
Name: Stuart Mont
Title:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇ AND ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ 1993 FAMILY TRUST
DATED NOVEMBER 5, 1993
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
STATE OF Florida )
: ss.:
COUNTY OF Seminole )
On this 8th day of December, 1998, before me personally came ▇▇▇▇▇▇
▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that he
resides in Seminole County; that he is the Assistant Secretary of Recoton
Corporation, the corporation described in and which executed the above
instrument; and that he signed his name thereto by order of the Board of
Directors of such corporation.
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
Notary Public
STATE OF Florida )
: ss.:
COUNTY OF Seminole )
On this 8th day of December, 1998, before me personally came ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, to me known to be the individual described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed the same.
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of December, 1998, before me personally came
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, to me known to be the individual described in and who executed
the foregoing instrument, and he duly acknowledged to me that he executed the
same.
/s/ ▇▇▇▇▇▇▇ ▇. Marry
-------------------------
Notary Public
STATE OF New York )
: ss.:
COUNTY OF New York )
On this 8th day of December, 1998, before me personally came ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, to me known to be the individual described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed the same.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Notary Public
ATTACHMENT I
ARTICLE IV
SELECTION OF INVESTMENTS
The Trustees and their successors, as the Owner of the Policy, shall
have the sole and absolute discretion to select, and to change from time to
time, the fund or funds or other investments through which the Policy is funded
without the consent of any other person. The Trustees may consult with any
registered investment advisors or any other persons whom they select, but they
shall not be obligated to follow any instructions from any such individuals in
determining or changing the investments or in taking any other actions with
respect to the investments.
