10.20
TERMINATION OF DEATH BENEFIT AGREEMENT
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THIS TERMINATION OF DEATH BENEFIT AGREEMENT (this "Termination
Agreement") is made and entered into this 14th day of October, 1996, by and
between FINANCIAL SERVICE CORPORATION, a Georgia corporation with its principal
executive offices in Xxxx County, Georgia (the "Company"), and E. XXXXX XXXXXX,
a resident of Xxxxxx County, Georgia ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, on October 2, 1991, the Company and Xxxxxx entered into that
certain Death Benefit Agreement (the "Death Benefit Agreement") pursuant to
which the Company agreed that, upon Xxxxxx'x death, the Company would pay a
death benefit on terms, and subject to conditions, set forth in said Death
Benefit Agreement; and
WHEREAS, on October 2, 1991, the Company and Xxxxxx entered into that
certain Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to
which the Company and Xxxxxx agreed that, upon Xxxxxx'x death, the Company would
purchase certain shares of Common Stock of the Company then owned by Xxxxxx on
terms, and subject to conditions, set forth in said Stock Purchase Agreement;
and
WHEREAS, the Company and Xxxxxx have amended the Stock Purchase Agreement
to, among other things, (i) provide for a different method of calculating the
purchase price to be paid by the Company for certain shares of Company Common
Stock held by Xxxxxx at his death, (ii) reflect that the Company has obtained
additional life insurance with which to fund a portion of the purchase price and
(iii) provide that life insurance proceeds in excess of those required to fund a
portion of the purchase price will be paid to the Company and not to Xxxxxx'x
estate;
WHEREAS, the Company and Xxxxxx have entered into a Salary Continuation
Agreement of even date herewith with the understanding that the Death Benefit
Agreement would be terminated; and
WHEREAS, as a result of having amended the Stock Purchase Agreement and
having entered into the Salary Continuation Agreement, the Company and Xxxxxx
have each determined that it is in their respective best interests to terminate
the Death Benefit Agreement.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the sum of Ten and No/100
Dollars ($10.00), the premises, the covenants hereinafter set forth and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
(i) that the Death Benefit Agreement is hereby terminated, (ii) that the
insurance policy or policies that were the subject of the Death Benefit
Agreement shall, from and after the date hereof, be held
pursuant to the terms of the Stock Purchase Agreement, as amended, and (iii)
that from and after the date hereof the Death Benefit Agreement shall be of no
force or effect.
IN WITNESS WHEREOF, the parties hereto have affixed their respective hands
and seals, or have caused this Termination of Death Benefit Agreement to be
executed by their duly authorized officers, this 14th day of October, 1996.
FINANCIAL SERVICE CORPORATION
By: /s/Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
/s/E. Xxxxx Xxxxxx (SEAL)
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E. Xxxxx Xxxxxx
