Executive and Director Life Insurance Benefit Agreement

Summary

The Company provides life insurance policies for non-employee Directors and certain key executives, paying the premiums as a taxable benefit. Covered individuals can choose their beneficiaries. Upon leaving the Company, executives may purchase their policy by paying its cash value. Non-employee Directors receive term life insurance policies, which do not accumulate cash value. As of December 31, 2002, Mr. Alter and Mr. Rosoff had policies of $10 million and $5 million, respectively, while each non-employee Director is eligible for a $500,000 policy.

EX-10.J 3 w84552exv10wj.txt LIFE INSURANCE BENEFIT Exhibit 10-j As a taxable executive benefit, the Company pays the premiums for life insurance policies on the lives of non-employee Directors and certain key executives. The executive or Board member has the right to designate the beneficiary under the applicable life insurance policy. At December 31, 2002, Mr. Alter and Mr. Rosoff were covered by policies of $10,000,000 and $5,000,000, respectively. Each non-employee Director is eligible to receive a $500,000 policy. Upon termination of employment, the executive is entitled to acquire the insurance policy from the Company upon payment to the Company of an amount equal to the cash value of the policy at that time. The policies insuring the non-employee Directors are term life insurance policies, on which there is no build-up in cash value.