EXHIBIT 10.21
ALZA Corporation
Executive Estate Protection Plan
FORM OF COLLATERAL ASSIGNMENT
This Collateral Assignment (this "Assignment") is made and
entered into as of _________, 1999, by and between
_________________ (the "Owner"), as the owner of a life insurance
policy, No. _______ (the "Policy"), issued by ____________ (the
"Insurer"), on the life of ___________________________________
(the "Participant"), and the ALZA Corporation, a Delaware
corporation (the "Corporation").
RECITALS
A. The Corporation desires to help the Owner provide life
insurance for the benefit and protection of the Participant's
family or beneficiary by providing funds from time to time to pay
the premiums due on the Policy as more specifically provided in
the ALZA Corporation Executive Estate Protection Plan Agreement
entered into between the Participant, the Owner and the
Corporation as of the date hereof (the "Agreement");
B. In consideration of the Corporation agreeing to provide such
funds in accordance with the terms and conditions of the
Agreement, the Owner agrees to grant to the Corporation, as a
security interest in the Policy, a collateral security interest
for the payment of the Corporation's Collateral Interest (as
defined below); and
C. The Corporation has established a trust ("Trust") dated
________________, 1998, by and between the Corporation and
______________________________ ("Trustee") to provide a source of
funds to cover its obligations under the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements and covenants set forth below, the parties to this
Assignment agree as follows:
1. Assignment. The Owner hereby assigns, transfers and sets
over to the Corporation, and its permitted successors, those
certain rights and interests described in the Agreement that
are to be assigned to the Corporation in accordance with the
Agreement. Furthermore, this Assignment is made, and the
Policy is to be held as collateral security for, any and all
liabilities of the Owner to the Corporation, either now
existing, or that may hereafter arise, pursuant to the terms
of the Agreement.
2. Signatures. To facilitate the operation of this Assignment,
the parties agree that the Insurer is hereby notified that
the following signatures are sufficient, without the
signature or consent of the other party, to exercise the
following rights under the Policy while the Assignment is in
effect:
(a) The Owner may sign a request to change the beneficiary
under the Policy without the signature or consent of the
Corporation; and
(b) The exercise of any other right under the Policy not
specifically set forth above shall be exercised with the
signature of both the Corporation and the Owner.
3. Policy Proceeds. Any amount payable from the Policy during
the Participant's life or at his or her death shall first be paid
to the Corporation to the extent of its Collateral Interest (as
defined in the Agreement). Any balance will be paid to the Owner
during the Participant's lifetime or to the Designated Beneficiary
(as defined in the Agreement) upon or after the Participant's
death. A settlement option may be elected by the recipient of the
proceeds. For purposes of this Section, the amount of the
Collateral Interest shall be determined for purposes of the
Insurer by an affidavit delivered to the Insurer and signed by the
Corporation.
4. Endorsement. The Trustee shall hold the Policy while this
Assignment is operative and, upon request, forward the Policy to
the Insurer, without unreasonable delay, for endorsement of any
designation or change of beneficiary, any election of optional
mode of settlement, or the exercise of any other right reserved by
the Owner in this Assignment.
5. Insurer. The Insurer is hereby authorized to recognize the
Corporation's claims to rights hereunder without investigating the
reason for any action taken by the Corporation, the validity or
amount of any of the liabilities of the Owner to the Corporation
under the Agreement, the existence of any default therein, the
giving of any notice required herein, or the application to be
made by the Corporation of any amounts to be paid to the
Corporation or the transfer of the Policy to the Corporation. The
Insurer shall not be responsible for the sufficiency or validity
of this Assignment and is not a party to the Agreement (or any
other similar split-dollar agreement) between the Corporation and
the Owner or the Participant.
6. Reassignment. Upon the full payment of the Corporation's
Collateral Interest in accordance with the terms and conditions of
this Assignment and the Agreement, the Corporation shall reassign
to the Owner, if the Owner retains the Policy in accordance with
the Agreement, the Policy and all specific rights included in this
Assignment.
7. Amendment of Assignment; Termination. This Assignment shall
not be modified, amended or terminated, except by a writing signed
by all the parties hereto.
8. Assignment . This Assignment may be collaterally assigned
with the Agreement by the Owner pursuant to the Owner's rights
under Section 5 of the Agreement.
9. Binding Agreement; Assigns. This Assignment shall be binding
upon the heirs, administrators, executors and permitted successors
and assigns of each party to this Assignment.
10. State Law. This Assignment shall be subject to and be
construed under the internal laws of the State of California,
without regard to its conflicts of law principles.
11. Validity. In case any provision of this Assignment shall be
illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts of this Assignment,
but this Assignment shall be construed and enforced as if
such illegal or invalid provision had never been inserted in
this Assignment.
IN WITNESS WHEREOF, the Owner and the Corporation have signed
this Assignment as of the date first written above.
"Corporation"
ALZA Corporation, a Delaware corporation
By:
Its:
"Owner"
Signature
Print Name
Filed with the Insurer:
Date:
Insurer
