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Exhibit 10(xxxiv)
_________________
KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT
_____________________________________________
THIS AGREEMENT between USLIFE Corporation, a New York
corporation (the "Company"), and __________________ (the
"Executive"), dated as of this ___ day of ___________, 199_.
W I T N E S S E T H :
_ _ _ _ _ _ _ _ _ _
WHEREAS, the Company has employed the Executive in a key
executive officer position and has determined that the Execu-
tive holds a position which is of critical importance to the
Company;
WHEREAS, the Company believes that, in the event it is
confronted with a situation that could result in a change in
ownership or control of the Company, continuity of management
will be essential to its ability to evaluate and respond to
such situation in the best interests of shareholders;
WHEREAS, the Company understands that any such situation
will present significant concerns for the Executive with
respect to his financial and job security;
WHEREAS, the Company desires to assure itself of the
Executive's services during the period in which it is
confronting such a situation, and to provide the Executive
with certain financial assurances to enable the Executive to
perform the responsibilities of his position without undue
distraction and to exercise his judgment without bias due to
his personal circumstances;
WHEREAS, to achieve these objectives, the Company and
the Executive desire to enter into an agreement providing the
Company and the Executive with certain rights and obligations
upon the occurrence of a Change of Control (as defined in
Section 2);
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is hereby agreed by and
between the Company and the Executive as follows:
1. Operation of Agreement. (a) Effective Date. The
effective date of this Agreement shall be the date on which a
Change of Control occurs (the "Change of Control Date"),
provided that, except as provided in Section 1(b), if the
Executive is not employed by the Company on the Change of
Control Date, this Agreement shall be void and without
effect.
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(b) Termination of Employment Following a
Potential Change of Control. Notwithstanding Section 1(a),
if (i) the Executive's employment is terminated by the
Company without Cause (as defined in Section 6(c)) after the
occurrence of a Potential Change of Control (as defined in
Section 2(b)) and prior to the occurrence of a Change of
Control and (ii) other Change of Control occurs within one
year of such termination, the Executive shall be deemed,
solely for purposes of determining his rights under this
Agreement, to have remained employed until the date such
Change of Control occurs and to have been terminated by the
Company without Cause immediately after this Agreement
becomes effective.
2. Definitions. (a) Change of Control. For the
purposes of this Agreement, a "Change of Control" shall mean
(i) a merger or consolidation to which the Company is a party
and for which the approval of any shareholders of the Company
is required; (ii) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended) becoming the beneficial owner, directly or
indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then
outstanding securities or (iii) a sale or transfer of
substantially all of the assets of the Company.
(b) Potential Change of Control. For the purposes
of this Agreement, a Potential Change of Control shall be
deemed to have occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended) commences a tender offer
for securities, which if consummated, would result in such
person owning 20% or more of the combined voting power of the
Company's then outstanding securities; (ii) the Company
enters into an agreement the consummation of which would
constitute a Change of Control; (iii) proxies for the
election of directors of the Company are solicited by anyone
other than the Company; or (iv) any other event occurs which
is deemed to be a Potential Change of Control by the Board.
3. Employment Period. Subject to Section 6 of this
Agreement, the Company agrees to continue the Executive in
its employ, and the Executive agrees to remain in the employ
of the Company, for the period (the "Employment Period")
commencing on the Change of Control Date and ending on the
third anniversary of the Change of Control Date.
Notwithstanding the foregoing, if, prior to the Change of
Control Date, the Executive is demoted to a lower position
than the position held on the date first set forth above, the
Board may declare that this Agreement shall be without force
and effect by written notice delivered to the Executive (i)
within 30 days following such demotion and (ii) prior to the
occurrence of a Potential Change of Control or a Change of
Control.
4. Position and Duties. (a) No Reduction in Position.
During the Employment Period, the Executive's position
(including his titles, authority and responsibilities) shall
be at least commensurate with those held, exercised and
assigned immediately prior to the Change of Control Date.
The Executive's services shall be performed at the location
where the Executive was employed immediately preceding the
Change of Control Date.
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(b) Business Time. From and after the Change of
Control Date, the Executive agrees to devote his full
attention during normal business hours to the business and
affairs of the Company and to perform faithfully and
efficiently the responsibilities assigned to him hereunder,
to the extent necessary to discharge such responsibilities,
except for periods of vacation, sick leave and other leave
to which he is entitled. It is expressly understood and
agreed that the Executive's continuing to serve on any boards
and committees on which he is serving or with which he is
otherwise associated immediately preceding the Change of
Control Date shall not be deemed to interfere with the
performance of the Executive's services to the Company.
5. Compensation. (a) Base Salary. During the
Employment Period, the Executive shall receive a base salary
at a monthly rate at least equal to the monthly salary paid
to the Executive by the Company immediately prior to the
Change of Control Date. The base salary shall be reviewed at
least once each year after the Change of Control Date, and
may be increased (but not decreased) at any time and from
time to time by action of the Board or any committee thereof
or any individual having authority to take such action in ac-
cordance with the Company's regular practices. The
Executive's base salary, as it may be increased from time to
time, shall hereafter be referred to as "Base Salary".
Neither the Base Salary nor any increase in Base Salary after
the Change of Control Date shall serve to limit or reduce any
other obligation of the Company hereunder.
(b) Annual Bonus and Incentive Compensation.
During the Employment Period, in addition to the Base Salary,
for each fiscal year of the Company ending during the
Employment Period, the Executive shall be entitled to receive
(i) an annual bonus which is at least equal to the greater of
(1) the highest annual bonus, including, without limitation,
any bonus provided under the Company's Annual Incentive Plan,
that had been payable to the Executive in respect of either
of the last two fiscal years ended immediately prior to the
Change of Control Date or (2) the amount that would have been
payable to the Executive as a target bonus including, without
limitation, under the Company's Annual Incentive Plan, for
the year in which the Change of Control occurs, plus (ii)
other long-term incentive compensation opportunities on terms
and conditions no less favorable to the Executive than those
applicable to the Executive prior to the Change of Control
Date. Any amount payable hereunder as an annual bonus shall
be paid as soon as practicable following the year for which
the amount is payable, unless electively deferred by the
Executive pursuant to any deferral programs or arrangements
that the Company may make available to the Executive.
(c) Benefit Plans. During the Employment Period,
the Executive (and, to the extent applicable, his dependents)
shall be entitled to participate in or be covered under all
pension, retirement, deferred compensation, savings, medical,
dental, health, disability, group life, accidental death and
travel accident insurance plans at a level that is
commensurate with the Executive's participation in such plans
immediately prior to the Change of Control Date, or, if more
favorable to the Executive, at the level made available to
the Executive or other similarly situated officers at any
time thereafter. The Executive shall also be entitled to
receive such perquisites as were generally provided to the
Executive in accordance with the Company's policies and
practices immediately prior to the Change of Control Date.
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(d) Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by the Executive in
accordance with the policies and procedures of the Company as
in effect immediately prior to the Change of Control Date.
Notwithstanding the foregoing, the Company may apply the
policies and procedures in effect after the Change of Control
Date to the Executive, if such policies and procedures are
more favorable to the Executive than those in effect
immediately prior to the Change of Control Date.
(e) Indemnification. During and after the Em-
ployment Period, the Company shall indemnify the Executive
and hold the Executive harmless from and against any claim,
loss or cause of action arising from or out of the Ex-
ecutive's performance as an officer, director or employee of
the Company or any of its subsidiaries or in any other
capacity, including any fiduciary capacity, in which the
Executive serves at the request of the Company to the maximum
extent permitted by applicable law and the Company's
Certificate of Incorporation and By-Laws (the "Governing
Documents"), provided that in no event shall the protection
afforded to the Executive hereunder be less than that af-
forded under the Governing Documents as in effect immediately
prior to the Change of Control Date.
6. Termination. (a) Death, Disability or Retirement.
This Agreement shall terminate automatically upon the Exec-
utive's death, termination due to "Disability" (as defined
below) or voluntary retirement under any of the Company's
retirement plans as in effect from time to time. For
purposes of this Agreement, Disability shall mean the
Executive's inability to perform the duties of his position,
as determined in accordance with the policies and procedures
applicable with respect to the Company's long-term disability
plan, as in effect immediately prior to the Change of Control
Date.
(b) Voluntary Termination. Notwithstanding
anything in this Agreement to the contrary, following a
Change of Control the Executive may, upon not less than 10
days' written notice to the Company, voluntarily terminate
his employment for any reason (including early retirement
under the terms of any of the Company's retirement plans as
in effect from time to time), provided that any termination
by the Executive pursuant to Section 6(d) on account of Good
Reason (as defined therein) shall not be treated as a vol-
untary termination under this Section 6(b).
(c) Cause. The Company may terminate the Exec-
utive's employment for Cause. For purposes of this Agree-
ment, "Cause" means (i) the Executive's conviction or plea of
nolo contendere to a felony; (ii) an act or acts of extreme
dishonesty or gross misconduct on the Executive's part which
result or are intended to result in material damage to the
Company's business or reputation; or (iii) repeated material
violations by the Executive of his obligations under Section
4 of this Agreement, which violations are demonstrably
willful and deliberate on the Executive's part and which
result in material damage to the Company's business or
reputation and such violations must have occurred following
the Change of Control Date.
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(d) Good Reason. Following the occurrence of a
Change of Control, the Executive may terminate his employment
for Good Reason. For purposes of this Agreement, "Good
Reason" means the occurrence of any of the following, without
the express written consent of the Executive, after the
occurrence of a Change of Control:
(i) (A) the assignment to the Executive of any
duties inconsistent in any material adverse respect with
the Executive's position, authority or responsibilities
as contemplated by Section 4 of this Agreement, or (B)
any other material adverse change in such position,
including titles, authority or responsibilities;
(ii) any failure by the Company to comply with any
of the provisions of Section 5 of this Agreement, other
than an insubstantial or inadvertent failure remedied by
the Company promptly after receipt of notice thereof
given by the Executive;
(iii) the Company's requiring the Executive to be
based at any office or location more than 50 miles from
that location at which he performed his services speci-
fied under the provisions of Section 4 immediately prior
to the Change of Control, except for travel reasonably
required in the performance of the Executive's
responsibilities; or
(iv) any failure by the Company to obtain the
assumption and agreement to perform this Agreement by a
successor as contemplated by Section 11(b).
In no event shall the mere occurrence of a Change of Control,
absent any further impact on the Executive, be deemed to
constitute Good Reason.
(e) Notice of Termination. Any termination by the
Company for Cause or by the Executive for Good Reason shall
be communicated by Notice of Termination to the other party
hereto given in accordance with Section 12(e). For purposes
of this Agreement, a "Notice of Termination" means a written
notice given, in the case of a termination for Cause, within
10 business days of the Company's having actual knowledge of
the events giving rise to such termination, and in the case
of a termination for Good Reason, within 180 days of the
Executive's having actual knowledge of the events giving rise
to such termination, and which (i) indicates the specific
termination provision in this Agreement relied upon, (ii)
sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (iii) if the
termination date is other than the date of receipt of such
notice, specifies the termination date of this Agreement
(which date shall be not more than 15 days after the giving
of such notice). The failure by the Executive to set forth
in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any
right of the Executive hereunder or preclude the Executive
from asserting such fact or circumstance in enforcing his
rights hereunder.
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(f) Date of Termination. For the purpose of this
Agreement, the term "Date of Termination" means (i) in the
case of a termination for which a Notice of Termination is
required, the date of receipt of such Notice of Termination
or, if later, the date specified therein, as the case may be,
and (ii) in all other cases, the actual date on which the
Executive's employment terminates during the Employment
Period.
7. Obligations of the Company upon Termination. (a)
Death or Disability. If the Executive's employment is
terminated during the Employment Period by reason of the
Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the
Executive's legal representatives under this Agreement other
than those obligations accrued hereunder at the Date of
Termination, and the Company shall pay to the Executive (or
his beneficiary or estate) (i) the Executive's full Base
Salary through the Date of Termination (the "Earned Salary"),
(ii) any vested amounts or benefits owing to the Executive
under the Company's otherwise applicable employee
compensation and benefit plans and programs, including any
compensation previously deferred by the Executive (together
with any accrued earnings thereon) and not yet paid by the
Company and any accrued vacation pay not yet paid by the
Company (the "Accrued Obligations"), and (iii) any other
benefits payable due to the Executive's death or Disability
under the Company's plans, policies or programs (the
"Additional Benefits").
Any Earned Salary shall be paid in cash in a single lump
sum as soon as practicable, but in no event more than 10
business days (or at such earlier date required by law),
following the Date of Termination. Accrued Obligations and
Additional Benefits shall be paid in accordance with the
terms of the applicable plan, program or arrangement.
(b) Cause and Voluntary Termination. If, during
the Employment Period, the Executive's employment shall be
terminated for Cause or voluntarily terminated by the Execu-
tive (other than on account of Good Reason following a Change
of Control) in accordance with Section 6(b) other than during
the 180 day period described in Section 7(c)(i) below, the
Company shall pay the Executive (i) the Earned Salary in cash
in a single lump sum as soon as practicable, but in no event
more than 10 days, following the Date of Termination, and
(ii) the Accrued Obligations in accordance with the terms of
the applicable plan, program or arrangement.
(c) Termination by the Company other than for
Cause and Certain Terminations by the Executive.
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(i) Lump Sum Payments. If (x) the Company
terminates the Executive's employment other than for
Cause during the Employment Period, (y) the Executive
terminates his employment for Good Reason at any time
during the Employment Period or (z) the Executive
voluntarily terminates his employment without Good
Reason during the 180 day period beginning on the Change
of Control Date, then the Company shall pay to the
Executive the following amounts:
(A) the Executive's Earned Salary;
(B) a cash amount (the "Severance
Amount") equal to three times the sum of
(1) the Executive's annual Base Salary;
and (2) the greater of (x) the highest
bonus amount payable (including any
amounts payable under the Annual
Incentive Plan) to the Executive in
respect of either of the last two fiscal
years of the Company ending immediately
prior to the Change of Control Date or
(y) the amount that would have been
payable to the Executive as a target
bonus (including any amounts payable
under the Annual Incentive Plan) for the
year in which the Change of Control
occurs; and
(C) the Accrued Obligations.
The Earned Salary and Severance Amount shall be paid in
cash in a single lump sum as soon as practicable, but in
no event more than 10 business days (or at such earlier
date required by law), following the Date of
Termination. Accrued Obligations shall be paid in
accordance with the terms of the applicable plan,
program or arrangement.
(ii) Continuation of Benefits. If the Executive
receives the Severance Amount described in Section
7(c)(i), the Executive (and, to the extent applicable,
his dependents) shall be entitled, after the Date of
Termination until the earlier of (1) the second
anniversary of the Date of Termination (the "End Date")
or (2) the date the Executive becomes eligible for
comparable benefits under a similar plan, policy or
program of a subsequent employer, to continue
participation in all of the Company's employee and
executive welfare and fringe benefit plans (the "Benefit
Plans") and to receive such perquisites as were
generally provided to the Executive in accordance with
the Company's policies and practices immediately prior
to the Change of Control Date. To the extent any such
benefits or perquisites cannot be provided under the
terms of the applicable plan, policy or program, the
Company shall provide a comparable benefit under another
plan or from the Company's general assets. The
Executive's participation in the Benefit Plans and
eligibility for perquisites will be on the same terms
and conditions that would have applied had the Executive
continued to be employed by the Company through the End
Date.
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(d) Discharge of the Company's Obligations.
Except as expressly provided in the last sentence of this
Section 7(d), the amounts payable to the Executive pursuant
to this Section 7 (whether or not reduced pursuant to Section
7(e)) following termination of his employment shall be in
full and complete satisfaction of the Executive's rights
under this Agreement and any other claims he may have in
respect of his employment by the Company or any of its
subsidiaries. Such amounts shall constitute liquidated
damages with respect to any and all such rights and claims
and, upon the Executive's receipt of such amounts, the
Company shall be released and discharged from any and all
liability to the Executive in connection with this Agreement
or otherwise in connection with the Executive's employment
with the Company and its subsidiaries. Nothing in this
Section 7(d) shall be construed to release the Company from
its commitment to indemnify the Executive and hold the
Executive harmless from and against any claim, loss or cause
of action arising from or out of the Executive's performance
as an officer, director or employee of the Company or any of
its subsidiaries or in any other capacity, including any
fiduciary capacity, in which the Executive served at the
request of the Company to the maximum extent permitted by
applicable law and the Governing Documents.
(e) Certain Further Payments by the Company.
(i) In the event that any amount or benefit paid
or distributed to the Executive pursuant to this Agree-
ment, taken together with any amounts or benefits
otherwise paid or distributed to the Executive by the
Company or any affiliated company (collectively, the
"Covered Payments"), are or become subject to the tax
(the "Excise Tax") imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"),
or any similar tax that may hereafter be imposed, the
Company shall pay to the Executive at the time specified
in Section 7(e)(v) below an additional amount (the "Tax
Reimbursement Payment") such that the net amount
retained by the Executive with respect to such Covered
Payments, after deduction of any Excise Tax on the
Covered Payments and any Federal, state and local income
or employment tax and Excise Tax on the Tax Reimburse-
ment Payment provided for by this Section 7(e), but
before deduction for any Federal, state or local income
or employment tax withholding on such Covered Payments,
shall be equal to the amount of the Covered Payments.
(ii) For purposes of determining whether any of
the Covered Payments will be subject to the Excise Tax
and the amount of such Excise Tax,
(A) such Covered Payments will be
treated as "parachute payments" within the
meaning of Section 280G of the Code, and all
"parachute payments" in excess of the "base
amount" (as defined under Section 280G(b)(3)
of the Code) shall be treated as subject to
the Excise Tax, unless, and except to the
extent that, in the good faith judgment of the
Company's independent certified public
accountants appointed prior to the Change of
Control Date or tax counsel selected by such
Accountants (the "Accountants"), the Company
has a reasonable basis to conclude that such
Covered Payments (in whole or in part) either
do not constitute "parachute payments" or
represent reasonable compensation for personal
services actually rendered (within the meaning
of Section 280G(b)(4)(B) of the Code) in
excess of the "base amount," or such
"parachute payments" are otherwise not subject
to such Excise Tax, and
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(B) the value of any non-cash benefits
or any deferred payment or benefit shall be
determined by the Accountants in accordance
with the principles of Section 280G of the
Code.
(iii) For purposes of determining the amount of
the Tax Reimbursement Payment, the Executive shall be
deemed to pay:
(A) Federal income taxes at the highest
applicable marginal rate of Federal income
taxation for the calendar year in which the
Tax Reimbursement Payment is to be made, and
(B) any applicable state and local
income taxes at the highest applicable
marginal rate of taxation for the calendar
year in which the Tax Reimbursement Payment is
to be made, net of the maximum reduction in
Federal income taxes which could be obtained
from the deduction of such state or local
taxes if paid in such year.
(iv) In the event that the Excise Tax is subse-
quently determined by the Accountants or pursuant to any
proceeding or negotiations with the Internal Revenue
Service to be less than the amount taken into account
hereunder in calculating the Tax Reimbursement Payment
made, the Executive shall repay to the Company, at the
time that the amount of such reduction in the Excise Tax
is finally determined, the portion of such prior Tax
Reimbursement Payment that would not have been paid if
such Excise Tax had been applied in initially
calculating such Tax Reimbursement Payment, plus
interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code.
Notwithstanding the foregoing, in the event any portion
of the Tax Reimbursement Payment to be refunded to the
Company has been paid to any Federal, state or local tax
authority, repayment thereof shall not be required until
actual refund or credit of such portion has been made to
the Executive, and interest payable to the Company shall
not exceed interest received or credited to the
Executive by such tax authority for the period it held
such portion. The Executive and the Company shall
mutually agree upon the course of action to be pursued
(and the method of allocating the expenses thereof) if
the Executive's good faith claim for refund or credit is
denied.
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In the event that the Excise Tax is later
determined by the Accountants or pursuant to any
proceeding or negotiations with the Internal Revenue
Service to exceed the amount taken into account
hereunder at the time the Tax Reimbursement Payment is
made (including, but not limited to, by reason of any
payment the existence or amount of which cannot be
determined at the time of the Tax Reimbursement
Payment), the Company shall make an additional Tax
Reimbursement Payment in respect of such excess (plus
any interest or penalty payable with respect to such
excess) at the time that the amount of such excess is
finally determined.
(v) The Tax Reimbursement Payment (or portion
thereof) provided for in Section 7(e)(i) above shall be
paid to the Executive not later than 10 business days
following the payment of the Covered Payments; provided,
however, that if the amount of such Tax Reimbursement
Payment (or portion thereof) cannot be finally
determined on or before the date on which payment is
due, the Company shall pay to the Executive by such date
an amount estimated in good faith by the Accountants to
be the minimum amount of such Tax Reimbursement Payment
and shall pay the remainder of such Tax Reimbursement
Payment (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined, but in no event later than 45
calendar days after payment of the related Covered
Payment. In the event that the amount of the estimated
Tax Reimbursement Payment exceeds the amount
subsequently determined to have been due, such excess
shall constitute a loan by the Company to the Executive,
payable on the fifth business day after written demand
by the Company for payment (together with interest at
the rate provided in Section 1274(b)(2)(B) of the Code).
8. Non-exclusivity of Rights. Except as expressly
provided herein, nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in
any benefit, bonus, incentive or other plan, program, or
perquisite provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor shall
anything herein limit or otherwise prejudice such rights as
the Executive may have under any other agreements with the
Company or any of its affiliated companies, including
employment agreements or stock option agreements. Amounts
which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company
or any of its affiliated companies at or subsequent to the
Date of Termination shall be payable in accordance with such
plan or program.
9. Full Settlement. The Company's obligation to make
the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by
any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right
which the Company may have against the Executive or others
whether by reason of the subsequent employment of the
Executive or otherwise.
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10. Legal Fees and Expenses. If the Executive asserts
any claim in any contest (whether initiated by the Executive
or by the Company) as to the validity, enforceability or
interpretation of any provision of this Agreement, the
Company shall pay the Executive's legal expenses (or cause
such expenses to be paid) including, without limitation, his
reasonable attorney's fees, on a quarterly basis, upon
presentation of proof of such expenses, provided that the
Executive shall reimburse the Company for such amounts, plus
simple interest thereon at the 90-day United States Treasury
▇▇▇▇ rate as in effect from time to time, compounded
annually, if the Executive shall not prevail, in whole or in
part, as to any material issue as to the validity, en-
forceability or interpretation of any provision of this
Agreement.
11. Successors. (a) This Agreement is personal to the
Executive and, without the prior written consent of the
Company, shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of
and be binding upon the Company and its successors. The
Company shall require any successor to all or substantially
all of the business and/or assets of the Company, whether
direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, by an agreement in form
and substance satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner
and to the same extent as the Company would be required to
perform if no such succession had taken place.
12. Miscellaneous. (a) Applicable Law. This Agreement
shall be governed by and construed in accordance with the
laws of the State of New York, applied without reference to
principles of conflict of laws.
(b) Arbitration. Any dispute or controversy
arising under or in connection with this Agreement shall be
resolved by binding arbitration. The arbitration shall be
held in New York, New York and except to the extent
inconsistent with this Agreement, shall be conducted in
accordance with the Expedited Employment Arbitration Rules of
the American Arbitration Association then in effect at the
time of the arbitration, and otherwise in accordance with
principles which would be applied by a court of law or
equity. The arbitrator shall be acceptable to both the
Company and the Executive. If the parties cannot agree on an
acceptable arbitrator, the dispute shall be heard by a panel
of three arbitrators, one appointed by each of the parties
and the third appointed by the other two arbitrators.
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(c) Entire Agreement. Upon the Change of Control
Date, this Agreement shall constitute the entire agreement
between the parties hereto with respect to the matters
referred to herein. During the Employment Period, the
Employment Agreement between the Executive and the Company
dated as of April 1, 1989, as amended and as may be amended
from time to time (the "Employment Agreement"), shall be
suspended. If the Executive is still employed at the end of
the Employment Period, the Employment Agreement shall be
reinstated for the remainder of its term immediately
following the end of such Employment Period. No other
agreement relating to the terms of the Executive's employment
by the Company, oral or otherwise, shall be binding between
the parties unless it is in writing and signed by the party
against whom enforcement is sought. This Agreement may not
be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors
and legal representatives. There are no promises, represen-
tations, inducements or statements between the parties other
than those that are expressly contained herein. In the event
any provision of this Agreement is invalid or unenforceable,
the validity and enforceability of the remaining provisions
hereof shall not be affected. The Executive acknowledges
that he is entering into this Agreement of his own free will
and accord, and with no duress, that he has read this Agree-
ment and that he understands it and its legal consequences.
(e) Notices. All notices and other communications
hereunder shall be in writing and shall be given by
hand-delivery to the other party or by registered or cer-
tified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: at the home address of the Executive
noted on the records of the Company
If to the Company: USLIFE Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn.: Executive Vice President -
General Counsel
or to such other address as either party shall have furnished
to the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by
the addressee.
IN WITNESS WHEREOF, the Executive has hereunto set his
hand and the Company has caused this Agreement to be executed
in its name on its behalf, all as of the day and year first
above written.
USLIFE CORPORATION
_______________________
By:
Title:
EXECUTIVE:
________________________
