INACOM CORP.
EXECUTIVE DEATH BENEFIT PLAN
This Plan has been established for the benefit of certain executives of InaCom
Corp. and its subsidiaries, in order to retain their services and encourage them
to continue the increasing profitability of the Company.
SECTION 1. DEFINITIONS.
The following terms shall have the meanings set forth below:
(a) "Beneficiary" means the person, persons or entity designated by the
Participant entitled under Section 3 to receive a Death Benefit after a
Participant's death.
(b) "Company" means InaCom Corp. and its subsidiaries.
(c) "Compensation Committee" means the Compensation Committee of the
Company Board of Directors. The Compensation Committee shall be the Plan
Administrator. However, the Compensation Committee may designate another
committee, person, or entity to serve as Plan Administrator.
(d) "Death Benefit" means a benefit payable under Section 3 of this Plan.
(e) "Normal Retirement Age" means age 65.
(f) "Executive" means an Executive of the Company so designated by the
Compensation Committee.
(g) "Participant" means an Executive of the Company who has been
designated by the Compensation Committee.
(h) "Plan" means this Executive Death Benefit Plan, as amended from time
to time.
(i) "Plan Anniversary Date" means May 1 of each calendar year.
SECTION 2. PARTICIPATION.
The Compensation Committee shall designate from time to time the Executives who
shall be Participants in this Plan.
Participation in the Plan shall be conditional as follows:
(a) Initial participation in the Plan will be subject to evidence of the
Participant's insurability. The Participant shall agree to complete such
questionnaires and medical examinations as the Company may request. A
Participant shall not be covered by this Plan until such questionnaires and
medical examinations are completed and the same evidence the Participant's
insurability.
(b) The Participant will apply to the Insurance Company designated by the
Company for a policy on the life of said Participant. The Participant, or
his designee approved by the Company, will be the owner of the policy
acquired pursuant to the terms of this Plan and may exercise all the rights
of ownership with respect to the policy except as otherwise hereinafter
provided.
(c) The Participant agrees to pay the Company the cost of pure life
insurance protection as determined by applying the lower of the Insurance
Company's term rate or the IRS P.S. 58 rate to the insurance protection
provided in that year. Upon receipt of the amount which the Participant is
required to contribute, the Company will pay the full amount of the premium
to the Insurance Company on or before the date the premium is due. The
amount paid by the Participant shall be considered as the Participant's
contribution, and the remaining amount considered as the Company's
contribution. The Participant's obligation to pay this cost shall
terminate on the Participant's death, attainment of Normal Retirement Age,
or upon any event terminating Participant's participation in the Plan under
Section 4, unless the Participant has been notified otherwise by the
Compensation Committee.
(d) The Participant will collaterally assign the policy, acquired pursuant
to the terms of this Plan, to the Company as security for the repayment of
the amounts which the Company will pay to the Insurance Company under
paragraph (c) of this Section. This repayment will occur at the time
benefits are paid due to Participant's death or upon the Participant's
termination of Plan participation. This collateral assignment will not be
altered or changed without the consent of the Company. While this Plan is
in force and effect, the Participant, or his designee, will not sell,
transfer, assign, pledge, surrender or otherwise terminate the policy,
acquired pursuant to the terms of this Plan, without the Company's consent.
(e) The Participant shall execute a Participation Agreement in form and
substance satisfactory to the Company (the "Participation Agreement").
SECTION 3. DEATH BENEFIT.
(a) If the Participant dies before the Normal Retirement Date, the
Beneficiary or Beneficiaries named by the Participant shall be entitled to
receive a death benefit in the amount of the life insurance on
Participant's life obtained pursuant to this Plan, subject to Section 3(b).
The amount of such life insurance will be set forth in the Participation
Agreement. This amount is expected to be approximately two times the
Participant's compensation paid by the Company during 1992 and reported as
income to the Participant for purposes of IRS Form W-2. This amount may be
adjusted by the Compensation Committee from time to time.
(b) When the Participant dies, the Company shall be entitled to receive
the amount of the Death Benefit provided under the policy on the
Participant's life in excess of the amount payable to the Participant's
Beneficiary or Beneficiaries under paragraph (a) of this Section, but in no
event less than the amount due to the Company from the Participant as
provided in Section 2(d) of this Plan.
SECTION 4. TERMINATION OF PLAN PARTICIPATION.
The Participant's participation in this Plan will terminate on the occurrence of
any of the following events:
(a) Upon the election of the aggrieved party if either the Company or the
Participant (i) fails for any reason to make the contribution required by
Section 2(c) of this Plan toward payment of any premium due on the policy
on the Participant's life acquired pursuant to the terms of this Plan, or
(ii) breaches any other provision of this Plan, which breach is not cured
within ten (10) days following written notice from the aggrieved party.
(b) Repayment in full by the Participant of the contributions made by the
Company under Section 2(c) of this Plan toward payment of the premiums due
on the policy on the Participant's life acquired pursuant to the terms of
this Plan, provided that upon the receipt of such repayment the Company
releases the Collateral Assignment of the policy made by the Participant
pursuant to Section 2(d) of this Plan.
(c) The Participant attaining Normal Retirement Age.
(d) Termination of the Participant's employment with the Company and/or
its subsidiaries for any reason, voluntarily or involuntarily.
(e) Termination of the Plan by the Company.
SECTION 5. DISPOSITION OF POLICY ON TERMINATION OF PLAN PARTICIPATION.
If a Participant's Plan participation is terminated under paragraph (a), (b),
(c), (d) or (e) of Section 4, the Participant shall have thirty days in which to
pay the Company the amount which the Company has contributed toward payment of
the premiums due on the policy on the Participant's life acquired pursuant to
the terms of this Plan. Upon receipt of this amount, the Company shall release
the Collateral Assignment of the policy. If the Participant does not repay the
amount which the Company has contributed within this thirty day period, the
Company may enforce any rights which it has under the Collateral Assignment of
the policy.
SECTION 6. PLAN ADMINISTRATION.
(a) The Compensation Committee shall be the plan administrator of this
Plan and shall be solely responsible for its general administration and
interpretation and for carrying out the respective provisions hereof, and
shall have all such powers as may be necessary to do so. The Compensation
Committee may from time to time establish rules for the administration of
this Plan and the transactions of its business. Any action by the
Compensation Committee shall be final, conclusive and binding on each
Participant, Beneficiary and all persons claims by, through or under any
Participant, unless an appeal is received by the Compensation Committee
within 60 days of the disputed action. The appeal will be reviewed by the
Compensation Committee and the decision of the Compensation Committee shall
be final, conclusive and binding on the Participant and on all persons
claiming by, through or under the Participant.
(b) The Company may employ or engage such agents, accountants, actuaries,
counsel, other experts and other persons as it shall deem necessary or
desirable in connection with the interpretation and administration of this
Plan. The Company shall be entitled to rely upon all certificates made by
an accountant or actuary selected by Company. The Company and its
committees, officers, directors and employees shall not be liable for any
action taken, suffered or omitted by them in good faith in reliance upon
the advice or opinion of any counsel, accountant, actuary or other expert
and all action so taken, suffered or omitted shall be conclusive upon each
of them and upon all other persons interested in this Plan. The Company
shall indemnify and hold harmless the members of the Compensation Committee
for any and all acts taken in the administration or interpretation of this
Plan.
SECTION 7. COMPANY'S OBLIGATION.
The Company's obligations under the Plan is limited to payment of the premiums
described in this Plan. The payment of the death benefits contemplated by the
Plan shall be the obligation of the Insurance Company. If the Insurance Company
shall fail to make any such death benefit payment, for a reason other than the
improper failure of the Company to pay a premium required of it by this
Agreement, the Company shall not be obligated to make such death benefit
payments.
SECTION 8. CLAIMS AND CLAIMS REVIEW PROCEDURES.
The Participant must make a claim for plan benefits by delivering a written
request to the Insurance Company. Upon receipt of such request the Insurance
Company may require the claimant to complete such forms and provide such
additional information as may be reasonably necessary to establish the
claimant's right to a benefit under the Plan.
If a claim for benefits is wholly or partially denied, the Insurance Company
will be requested to furnish to the claimant a notice of the decision, within
ninety (90) days after the receipt of the claim by the Plan. If special
circumstances require more than ninety (90) days to process the claim, this
period may be extended for up to an additional ninety (90) days by giving
written notice to the claimant before the end of the initial 90-day period
stating the special circumstances requiring the extension and the date by which
a final decision is expected. Failure to provide a notice of decision in the
time specified shall constitute a denial of the claim and the claimant shall be
entitled to require a review of the denial under the review procedures.
The notice to be provided to every claimant who is denied a claim for benefits
shall be in writing and shall set forth, in a manner calculated to be understood
by the claimant, the following:
(a) The specific reason or reasons for the denial;
(b) Specific reference to pertinent plan provisions on which the denial is
based;
(c) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material
or information is necessary; and
(d) An explanation of the Plan's claim review procedure describing the
steps to be taken by a claimant who wishes to submit his or her claim for
review.
The purpose of the review procedure is to provide a procedure by which a
claimant may have a reasonable opportunity to appeal a denial of a claim to the
Plan Administrator for a full and fair review. To accomplish that purpose, the
claimant or his duly authorized representative:
(a) May request a review upon written application to the Plan
Administrator.
(b) May review pertinent plan documents; and
(c) May submit issues and comments in writing.
A claimant (or his duly authorized representative) shall request a review by
filing a written application for review with the Plan Administrator at any time
within sixty (60) days after receipt by the claimant of written notice of the
denial of his claim.
The decision on review of a denied claim shall be made in the following manner:
(a) The decision on review shall be made by the Plan Administrator, who
may in its discretion hold a hearing on the denied claim. The Plan
Administrator shall make its decision promptly, which shall ordinarily be
not later than sixty (60) days after the Plan's receipt of the request for
review, unless special circumstances (such as the need to hold a hearing)
require an extension of time for processing. In that case a decision shall
be rendered as soon as possible, but not later than one hundred twenty
(120) days after receipt of the request for review. If an extension of
time is required due to special circumstances, written notice of the
extension shall be furnished to the claimant prior to the time the
extension commences.
(b) The decision on review shall be in writing and shall include specific
reasons for the decisions, written in a manner calculated to be understood
by the claimant, as well as specific references to the pertinent Plan
provisions on which the decision is based.
(c) In the event the decision on review is not furnished to the claimant
within the time required, the claim shall be deemed denied on review.
SECTION 9. AMENDMENT AND TERMINATION.
The Company reserves the right to amend or terminate this Plan at any time or
times, in whole or in part, by duly adopted resolution of the Board of
Directors. However, no such amendment or termination shall affect the rights of
a Participant who has died or reached Normal Retirement Age prior to such
amendment or termination.
SECTION 10. NON-ASSIGNABILITY.
This Plan, and the rights, interest, and benefits receivable hereunder from the
general assets of the Company shall not be assigned, transferred, pledged, sold,
conveyed, or encumbered in any way by the Participant and shall not be subject
to execution, attachment, or similar process. Any attempted sale, conveyance,
transfer, assignment, pledge, or encumbrance of this Plan or of such rights,
interest, and benefits, contrary to the foregoing provisions, or the levy of any
attachment or similar process thereupon, shall be null and void and without
effect.
SECTION 11. LIMITATION OF RIGHTS.
Neither the establishment of the Plan nor any amendment thereof will be
construed as giving to any Participant or other person any legal or equitable
right against the Plan Administrator or the Company, except as expressly
provided herein, and in no event will the terms of employment or service of any
Participant be modified or in any way be affected hereby.
SECTION 12. APPLICABLE LAW.
The Plan will be construed and administered and enforced in accordance with
ERISA and the laws of the State of Nebraska to the extent that such laws are not
preempted by ERISA.