9. INSURANCE. If the Company shall elect to purchase a life insurance contract to provide the Company with funds to make payments hereunder, the Company shall at all times be the sole and complete owner and beneficiary of such contract, and shall have the unrestricted right to use all amounts and exercise all options and privileges thereunder without knowledge or consent of the Executive or Beneficiary or any other person, it being expressly agreed that neither the Executive nor Beneficiary nor any other person shall have any right, title or interest whatsoever in or to any such contract.
10. RABBI TRUST. The Company shall promptly establish one or more trusts for the purpose of paying the benefits hereunder. The Company shall contribute an amount equal to the Grandfathered Amount (in cash or property) to trust within ninety (90) days following the Effective Date (the Grandfathered Trust). To the extent necessary for tax or financial accounting purposes, the Company may establish additional trusts (Additional Trusts) to hold any earnings or dividends earned with respect to the investments in the Grandfathered Trust or any Additional Trusts. The Grandfathered Trust and any Additional Trusts shall be a revocable rabbi trust pursuant to Rev. Proc. 92-64, 1992-2 C.B. 422 and the assets of the Grandfathered Trust and any Additional Trusts shall be subject to the claims of the Companys creditors in the event of the Companys insolvency. Amounts paid to Executive from the Grandfathered Trust and any Additional Trusts shall discharge the obligations of the Company hereunder to the Executive to the extent of the payments so made.
11. UNFUNDED PLAN. This Agreement is intended to be an unfunded plan maintained primarily to provide deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and shall be so construed. The Companys obligation under this Agreement shall be that of an unfunded and unsecured promise of the Company to pay property in the future. The Executive, Beneficiary and any other person or persons having or claiming a right to payments hereunder or to any interest in this Agreement shall rely solely on the unsecured promise of the Company set forth herein, and nothing in this Agreement shall be construed to give the Executive, Beneficiary or any other person or persons any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the Company or in which it may have any right, title or interest now or in the future, but the Executive shall have the right to enforce his claim against the Company in the same manner as any unsecured creditor.
12. AMENDMENT. This Agreement may be amended at any time or from time to time by written agreement of the parties.
13. ASSIGNMENT. Neither the Executive, nor Beneficiary, nor any other person entitled to payments hereunder shall have power to transfer, assign, anticipate, mortgage or otherwise encumber in advance any of such payments, nor shall such payments be subject to seizure for the payment of public or private debts, judgments, alimony or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.
14. BINDING EFFECT. This Agreement shall be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns. The Company agrees it will not be a party to any merger, consolidation or reorganization, unless and until its obligations hereunder shall be expressly assumed by its successors.