EXHIBIT 10.2
KEY EXECUTIVE LIFE INSURANCE AND
DEFERRED COMPENSATION PROGRAM
THIS AGREEMENT is made between Alliance One International,
Inc. (the “Company”), as successor in interest to
Dibrell Brothers, Inc. (“Dibrell”), and H. P. Green
III (“Employee”).
PART A
General
Provisions
1.
Deferred Compensation .
Employee and Dibrell entered into Key Executive Life
Insurance and Deferred Compensation Program agreements dated
January 1, 1978 and October 1, 1980 (the “Original
Agreements”). Employee and the Company now desire to
amend and restate the Original Agreements. Accordingly, this
Agreement constitutes a complete amendment and restatement,
effective as of January 1, 2005, of the Original Agreements.
2.
Separate Parts .
Parts B and C set out below are distinct and separate
agreements, and shall be construed and considered in all respects
as if each were set forth in a separate document.
3.
Construction .
This Agreement shall be construed in accordance with North
Carolina law. If any provision of any Part of this Agreement is
hereafter determined to be invalid, the remaining provisions and
Parts shall be severable and continue to be in full force and
effect but shall be interpreted and administered consistently with
the requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).
4.
Reservation of Rights .
Except as provided in this section, this Agreement may not be
modified or amended except by written instrument signed by the
Company and by Employee.
PART B
Life
Insurance
1.
Policy . The
Company shall maintain one or more insurance policies insuring the
life of Employee with an aggregate basic death benefit of not less
than $165,521, with disability waiver of premium but without
additional accidental death benefits (the
“Policies”).
2.
Ownership . The
Company shall retain physical custody of the Policies and shall
have full ownership rights therein, except that Employee (or his
assignee) shall be owner of that right under the Policies to
designate beneficiaries for that portion of the Policy proceeds
described below in section 4 of this Part B.
3.
Premium Payments .
On or before the premium due dates each year, the Company
shall pay the full annual premium for the Policies. Employee will
not be required to make any contribution or premium payments. The
Company may elect and continue in force the special dividend option
in the Policies by which the dividends will be used to purchase
additional paid-up insurance.
4.
Beneficiary Designation
. The Company retains the right to designate the beneficiary
of each Policy with respect to the portion of the proceeds equal to
the total premiums paid by the Company less any policy indebtedness
(the “Company Portion”). The Employee (or his
assignee) shall have the right to select the beneficiary and
optional method of settlement with respect to the portion of the
proceeds, if any, in excess of the Company Portion by directing the
Company, in writing, to designate such beneficiary and method of
settlement under each Policy.
5.
Termination . This
Part B will terminate on March 31, 2007. During the ninety
(90) days immediately following such termination date (the
“Option Period”), Employee (or his assignee) shall have
an option to purchase the Policies with all the Company’s
rights therein. The consideration for the purchase of each
Policy shall be the payment by Employee (or his assignee) to the
Company of an amount equal to the cash surrender value of the
Policy. If the Policy shall then be encumbered by assignment,
policy loan, or otherwise, the Company shall either remove such
encumbrance, or reduce the sales price to Employee (or his
assignee) by the amount of indebtedness (including interest then
due or accrued thereon) outstanding against the Policy. If
Employee (or his assignee) exercises such option to purchase, the
Company shall execute all necessary documents required by the
insurance company to effect a transfer of ownership, or absolute
assignment, of the Policy over to and in favor of Employee (or his
assignee). If Employee (or his assignee) does not complete
the purchase within the Option Period, Employee shall have no
further rights under this Part B or under the Policy.
6.
Insurer . It is
understood by the parties hereto that the insurer shall have no
liability except as set forth in the policy and in the beneficiary
designations. The insurer shall not be bound to inquire into or
take note of any of the covenants herein contained as to the
policy. In case of death, the insurer shall be discharged from all
liability on payment of the proceeds in accordance with the
Policy’s provisions and the beneficiary designations without
regard to this Agreement or any amendment hereof.
7.
Intent . This Part
B is intended to constitute a bona fide death benefit plan for
purposes of Code Section 409A.
8.
Assignment .
Employee shall have the right to make an absolute assignment
of his entire interest under
