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Split-Dollar Life Insurance Agreement
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Split Dollar Life Insurance Agreement
Split Dollar Life Insurance Agreement (20K)
Doc #181437: Click preview link for longer preview.
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This Agreement made and entered into the 23rd day of January, 2002,
between GROUP 1 AUTOMOTIVE, INC., a Delaware Corporation (hereinafter called the
"Corporation") and LESLIE HOLLINGSWORTH and LEIGH HOLLINGSWORTH COPELAND, as
Trustees of the Hollingsworth 2000 Children's Trust dated June 28, 2000 (the
"Trustee"), with respect to insurance on the joint lives of B.B. HOLLINGSWOTH,
JR. (the "Employee") and STARLETT WILSON HOLLINGSWORTH (the "Employee's spouse),
referred to collective as the "Insureds."
WHEREAS, the services of the Employee, the Employee's experience and
knowledge of the affairs of the Corporation, and the Employee's reputation and
contacts in the industry are extremely valuable to the Corporation; and
WHEREAS, the Corporation desires that the Employee remain in its
service and wishes to receive the benefit of the Employee's knowledge,
experience, reputation and contacts; and
WHEREAS, the Corporation is willing to encourage the Employee's
continued service to the Corporation by joining with the Trustee for the mutual
benefit of the parties hereto in an investment of life insurance on the lives of
the Insureds; and
WHEREAS, the Trustee will be the owner of the insurance policies on
the Insureds' lives acquired pursuant to the terms of this Agreement, and the
policies will be assigned to the Corporation as security for repayment of the
amounts which the Corporation will contribute towards payment of premiums due on
such policies;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the Corporation and the Trustee agree
as follows:
{PAGE}
ARTICLE I
Insurance Policies
The Trustee has insured the lives of the Insureds under the policy
or policies shown on the attached Schedule A in the amounts as shown on such
schedule (such policy, together with any other policies that may be added to
this Agreement, are hereinafter called the "insurance policies").
ARTICLE II
Premium Payments
2.1 The Corporation shall pay the entire premium on the policies
each year. Premium payments shall be made by the Corporation for a minimum of
seven years.
2.2 With respect to each policy, the Employee shall report as
compensation each year, an amount equal to the one-year term cost of the
insurance protection to which the Trustee is entitled under such policy pursuant
to the terms of this Agreement, including any insurance purchased by dividends,
as such cost is determined in Rev. Rul. 64-328 and Rev. Rul. 66-110, which shall
be the lesser of the following: (1) an amount determined in accordance with the
tables set forth in Rev. Rul. 55-747 (called the "P.S. 58 Cost"), or in
corresponding U.S. Treasury Department rulings and regulations hereafter in
effect; or (2) the published one-year term rates of the insurance company
issuing such coverage, pursuant to the guidelines set forth in Rev. Rul. 66-110
and Rev. Rul. 67-154.
ARTICLE III
Corporation's Investment
3.1 The Corporation's investment ("Corporation's investment") in
each insurance policy shall be the amounts paid by the Corporation as premiums
on such policy, over and above the amounts reported as compensation by the
Employee under the terms of Article II on such policy, and less the amount of
any indebtedness which may exist against said policy and any interest
181437
|
Group 1
As referenced in this Split Dollar Life Insurance Agreement:
GROUP 1 AUTOMOTIVE, INC. – txt
{DESCRIPTION}SPLIT DOLLAR LIFE INSURANCE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.36
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This Agreement made and entered into the 23rd day of January, 2002,
between GROUP 1 AUTOMOTIVE, INC. , a Delaware Corporation (hereinafter called the
"Corporation") and LESLIE HOLLINGSWORTH and LEIGH HOLLINGSWORTH COPELAND, as
Trustees of the Hollingsworth 2000 Children's Trust dated June 28, 2000 (the
"Trustee"),
_____________
GROUP 1 AUTOMOTIVE, INC. – administrators, executors, assigns and successors of the parties to
this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement
as of the day and year first above written.
GROUP 1 AUTOMOTIVE, INC.
By
/s/ John H. Duncan
-------------------------------------
/s/ B.B. Hollingsworth, Jr.
-------------------------------------
Chairman, President, CEO
{PAGE}
HOLLINGSWORTH 2000 CHILDREN'S TRUST
By: /s/ Leslie Hollingsworth
---------------------------------
LESLIE HOLLINGSWORTH, Trustee
By: /s/ Leigh
_____________
GROUP 1
AUTOMOTIVE, INC. – Hollingsworth Copeland
---------------------------------
LEIGH HOLLINGSWORTH COPELAND,
Trustee
{PAGE}
SCHEDULE A
The insurance policies subject to the foregoing Split Dollar Life
Insurance Agreement entered into the 23rd day of January, 2002, with GROUP 1
AUTOMOTIVE, INC. are as follows:
{TABLE}
FACE
COMPANY POLICY NO. AMOUNT
------- ---------- ------
{S} {C} {C}
Pacific Life Insurance VP62522200 $7,799,697
{/TABLE}
GROUP 1 AUTOMOTIVE, INC.
By
/s/ John H. Duncan
-------------------------------------
/
_____________
GROUP 1 AUTOMOTIVE, INC. – 23rd day of January, 2002, with GROUP 1
AUTOMOTIVE, INC. are as follows:
{TABLE}
FACE
COMPANY POLICY NO. AMOUNT
------- ---------- ------
{S} {C} {C}
Pacific Life Insurance VP62522200 $7,799,697
{/TABLE}
GROUP 1 AUTOMOTIVE, INC.
By
/s/ John H. Duncan
-------------------------------------
/s/ B.B. Hollingsworth, Jr.
-------------------------------------
Chairman, President, CEO
HOLLINGSWORTH 2000 CHILDREN'S TRUST
By: /s/ Leslie Hollingsworth
---------------------------------
LESLIE HOLLINGSWORTH, Trustee
By: /s/ Leigh Hollingsworth
_____________
GROUP
1 AUTOMOTIVE, INC. – HOLLINGSWORTH, Trustee
By: /s/ Leigh Hollingsworth Copeland
---------------------------------
LEIGH HOLLINGSWORTH COPELAND,
Trustee
{PAGE}
SPLIT_DOLLAR
ASSIGNMENT OF LIFE INSURANCE
DEATH BENEFIT AS COLLATERAL
A. FOR VALUE RECEIVED, the undersigned hereby assigns to GROUP
1 AUTOMOTIVE, INC. , a Delaware corporation, its successors and assigns (herein
called the "Assignee"), the death benefit under Policy No. VP62522200, issued by
Pacific Life Insurance(herein called the "Insurer") and any
_____________
dt 1444945
;
Leslie Hollingsworth;
| Leigh Hollingsworth Copeland
|
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Executive Split Dollar Life Insurance Agreement
Executive Split Dollar Life Insurance Agreement (21K)
Doc #181439: Click preview link for longer preview.
THE FAUQUIER BANK
-----------------
EXECUTIVE SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This EXECUTIVE SPLIT DOLLAR LIFE INSURANCE AGREEMENT is made this 26
day of November, 1996, between The Fauquier Bank, a Virginia banking corporation
(the "Bank") and Randy K. Ferrell, an executive employed by the Bank (the
"Executive").
1. Definitions. Where indicated by initial capital letters, the
following terms shall have the following meanings.
(a) Agreement: This Executive Split Dollar Life Insurance Agreement
(including Schedules and Attachments) entered into between the Bank and the
Executive pursuant to the Plan.
(b) Beneficiary: The person or persons designated in writing by the
Executive to receive the Executive Death Benefit.
(c) Cause: Cause means a determination by the Bank that the
Executive may have been guilty of criminal conduct (regardless of whether proven
or admitted), gross negligence or willful misconduct in the performance of his
duties or otherwise, or has engaged in conduct which, if generally known, would
bring significant discredit to or give rise to significant adverse publicity to
the Bank. The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the affirmative vote of not less than
two-thirds of the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together with counsel, to
be heard before the Board), finding that, in the good faith opinion of the
Board, the Executive is guilty of the conduct described above, and specifying
the particulars thereof in detail.
(d) Compensation: Compensation means the Executive's annual rate of
salary as in effect when the Executive becomes eligible for initial
participation or subsequent increase of plan benefits.
(e) Executive Death Benefit: The level of insurance payable to the
Executive from the Existing Policies as designated on Schedule A
(f) Insurer: Massachusetts Mutual Life Insurance Company or any
other insurance company issuing a life insurance contract on the Executive's
life
(g) Plan: The Fauquier Bank Executive Split Dollar Life Insurance
Plan.
181439
| The Fauquier Bank;
Randy K. Ferrell;
| Fauquier Bankshares Inc
|
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Executive Split Dollar Life Insurance Agreement
Executive Split Dollar Life Insurance Agreement (13K)
Doc #181442: Click preview link for longer preview.
THE FIRST NATIONAL BANK OF BLUEFIELD
EXECUTIVE SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This EXECUTIVE SPLIT DOLLAR LIFE INSURANCE AGREEMENT is made as of the 1st day of April, 1988, by and between The First National Bank of Bluefield, a West Virginia corporation (the Company) and __________________________, an executive employed by the Company (the Executive).
1. Definitions. Where indicated by initial capital letters, the following terms shall have the following meaning:
(a) Agreement: The Executive Split Dollar Life Insurance Agreement (including Schedules and attachments) entered into between the Company and Executive pursuant to the Plan.
(b) Amount: The level of insurance specified by Executive in Schedule A which shall not be more than 5 times Executives Compensation.
(c) Beneficiary: The person or persons designated in writing by Executive to receive the Amount.
(d) Cause: Cause means, but is not limited to, a determination by the Company that Executive may have been guilty of criminal conduct (regardless of whether proven or admitted), gross negligence or willful misconduct in the performance of his duties or otherwise, or has engaged in conduct which, if generally known, would bring discredit to or give rise to adverse publicity to the Company.
(e) Compensation: Compensation means the Executives annual rate of total cash compensation as in effect on January 1 of any year of an election to increase the Amount.
(f) Insurer: Crown Life Insurance Company, or any other insurance company issuing a life insurance contract on Executives life.
181442
| The First National Bank of Bluefield;
| First Century Bankshares Inc
|
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Split-Dollar Life Insurance Agreement
Split-Dollar Life Insurance Agreement (23K)
Doc #189586: Click preview link for longer preview.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
This Agreement is entered into as of the February 1, 1996, by and
between NCI Building Systems, Inc., a Delaware corporation (hereinafter referred
to as the "Corporation") and Fred D. Koetting (the "Employee").
RECITALS:
WHEREAS, the Employee is a key employee of the Corporation and the
Corporation desires to encourage the Employee to remain an employee of the
Corporation; and
WHEREAS, to encourage the Employee to remain an employee of the
Corporation, the Corporation desires to assist the Employee in establishing a
life insurance program; and
WHEREAS, the Employee has insured his life under a life insurance
policy described herein; and
WHEREAS, the Corporation and the Employee desire to enter into a
contractual arrangement to establish their respective rights with respect to
such policy;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Designation of Policy. The life insurance policy which is the
subject of this Agreement is Policy No. 13-716-906 (the "Policy") issued by The
Northwestern Mutual Life Insurance Company (the "Insurer") on the life of the
Employee.
2. Ownership of Insurance. The Employee shall be the sole owner of the
Policy and the Employee may exercise all the rights of ownership with respect to
the Policy, except as otherwise hereinafter provided.
3. Dividends. All dividends declared or distributions made by the
Insurer on the Policy shall be applied to purchase additional paid-up insurance
on the life of the Employee.
4. Premium Payments. On or before the due date, the Corporation will
pay to the Insurer the full amount of each premium on the Policy. The aggregate
amount of premiums paid by the Corporation on the Policy on or after April 1,
1996 shall, as of any determination date, be referred to as the "Corporation
Premiums".
5. Tax Reporting By Employee. During the term of this Agreement, the
Employee shall report as compensation each year an amount equal to the one-year
term cost of the Policy, including insurance purchased by dividends, as such
cost is determined pursuant to Revenue Rulings 64-328 and 66-110 issued by the
Internal Revenue Service,which shall be the lesser of the P.S. 58 cost under the
tables contained in Revenue Ruling 55-747 or the Insurer's individual initial
issue one-year term life insurance rates. If during the term of this Agreement,
189586
|
NCI Building
As referenced in this Split-Dollar Life Insurance Agreement:
NCI Building Systems, – AGREEMENT
This Agreement is entered into as of the February 1, 1996, by and
between NCI Building Systems, Inc., a Delaware corporation (hereinafter referred
to as the "Corporation") and Fred D. Koetting (
NCI Building Systems, – KOETTING
{PAGE}
Chairman of the Board of Directors
c/o Bob Medlock, Chief Financial Officer
NCI Building Systems, Inc.
7301 Fairview
Houston, Texas 77041
(713) 466-7788
The Named Fiduciary shall have
NCI Building Systems, – Agreement, the Corporation and the Employee specify their respective
addresses as set forth below:
Corporation: NCI Building Systems, Inc.
7301 Fairview
Houston, Texas 77041
Employee: Fred D. Koetting
14 Petalcup
Woodlands, Texas
NCI BUILDING SYSTEMS, – the
date first above written, the Company acting by and through its duly authorized
officers.
NCI BUILDING SYSTEMS, INC.
By: /s/ Robert J. Medlock
--------------------------------------
Title: Vice President and CFO
-----------------------------------
Print Name: Robert
dt 36460
;
| Fred D. Koetting
|
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Split-Dollar Life Insurance Agreement
Split-Dollar Life Insurance Agreement (21K)
Doc #189588: Click preview link for longer preview.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
This Agreement is entered into as of the 13th day of October, 1998, by
and between NCI Building Systems, Inc., a Delaware corporation (the
"Corporation") and Karen Rene Rosales, as Trustee (the "Trustee") of the Schulte
Investment Trust (the "Trust").
RECITALS:
WHEREAS, the Trustee desires to insure the lives of the Johnie Schulte,
Jr. (the "Employee") and Barbara C. Schulte, the spouse of Employee ("Spouse"),
for the benefit and protection of the Trust and its beneficiaries and, to
encourage the Employee to remain an employee of the Corporation, the Corporation
desires to assist the Trust with the Trust's life insurance program; and
WHEREAS, the Trust is the owner of the life insurance policy described
herein maintained pursuant to the terms of this Agreement, subject to the
assignment of the policy to the Corporation as described herein as security for
the repayment of amounts the Corporation contributes toward the payment of
premiums on the policy; and
WHEREAS, the Corporation and the Trustee, on behalf of the Trust,
desire to enter into a contractual arrangement to establish their respective
rights with respect to such policy;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Designation of Policy. The life insurance policy which is the
subject of this Agreement is Policy No. 1A2348839 (the "Policy") issued by
Pacific Life (the "Insurer") on the joint lives of the Employee and the Spouse.
2. Ownership of Insurance. The Trust shall be the sole owner of the
Policy and the Trustee may exercise all the rights of ownership with respect to
the Policy on behalf of the Trust, except as otherwise hereinafter provided.
3. Dividends. All dividends declared or distributions made by the
Insurer on the Policy shall be applied to purchase additional paid-up insurance
on the joint lives of the Employee and Spouse. The parties hereto agree that the
dividend election provisions of the Policy will conform to the provisions
hereof.
4. Premium Payments. On or before the due date, the Corporation will
pay to the Insurer the full amount of each premium on the Policy, except as
provided in Section 5 of this Agreement. The Corporation hereby agrees to pay at
least eleven (11) annual premium payments on the Policy. The aggregate amount of
premiums paid by the Corporation on the Policy shall, as of any determination
date, be referred to as the "Corporation Premiums".
189588
|
NCI Building
As referenced in this Split-Dollar Life Insurance Agreement:
NCI Building Systems, – Agreement is entered into as of the 13th day of October, 1998, by
and between NCI Building Systems, Inc., a Delaware corporation (the
"Corporation") and Karen Rene Rosales, as Trustee (the "Trustee")
NCI Building Systems, – Fiduciary are:
Chairman of the Board of Directors
c/o Bob Medlock, Chief Financial Officer
NCI Building Systems, Inc.
7301 Fairview
Houston, Texas 77041
(713) 466-7788
The Named Fiduciary shall have
NCI Building Systems, – Agreement, the Corporation and the Trust specify their respective
addresses as set forth below:
Corporation: NCI Building Systems, Inc.
7301 Fairview
Houston, Texas 77041
Employee: Karen Rene Rosales, Trustee
Schulte Investment Trust
-----------------------------------
NCI BUILDING SYSTEMS, – and through its duly authorized officers and the Trustee acting on behalf of
the Trust.
NCI BUILDING SYSTEMS, INC.
By: /s/ Robert J. Medlock
-------------------------------------------
Title: Vice President and CFO
----------------------------------------
Print Name: Robert
dt 36461
;
Karen Rene Rosales;
| Schulte Investment Trust
|
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Split Dollar Life Insurance Agreement
Split Dollar Life Insurance Agreement (13K)
Doc #138104: Click preview link for longer preview.
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
AGREEMENT made the 24th day of January, 2002, by and among PULITZER
INC., a Delaware corporation (the "Company"), and WESLEY R. TURNER, as trustee
("Trustee"), under the Indenture of Trust for The Robert C. Woodworth and Joyce
A. Woodworth Survivorship Insurance Trust, made the 24th day of January, 2002.
WHEREAS, Robert C. Woodworth ("Executive") is employed as President of
the Company; and
WHEREAS, the Trustee is the owner of a survivorship life insurance
policy, No. 2007081-9 (the "Policy"), issued by John Hancock Variable Life
Insurance Company (the "Insurer") on the joint lives of the Executive and his
wife (the "Insureds") with a face amount of $5,000,000; and
WHEREAS, in connection with Executive's employment, the Company desires
to provide for the funding of the Policy, subject to and in accordance with the
provisions hereof.
NOW, THEREFORE, the parties agree as follows:
1. Payment of Premiums. The Company will pay $74,174 to the Insurer as
an initial Policy premium and, thereafter, will make eight annual payments to
the Insurer, each for $74,174, provided, however, that the Company will have no
obligation to make premium payments under the Policy following the termination
of this agreement. The Trustee may make premium payments under the Policy at any
time and from time to time. The amount of the Company's premium obligation for
any year will be reduced by the amount, if any, of the premium paid by the
Trustee for the year, but only to the extent that the amount paid by the Trustee
is not more than the value of current life insurance protection provided by the
Policy. For the purposes hereof and for related income and gift tax purposes,
the current value of life
138104
|
Pulitzer Inc.
As referenced in this Split Dollar Life Insurance Agreement:
PULITZER
INC – INSURANCE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.41
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
AGREEMENT made the 24th day of January, 2002, by and among PULITZER
INC ., a Delaware corporation (the "Company"), and WESLEY R. TURNER, as trustee
("Trustee"), under the Indenture of Trust for The Robert C. Woodworth
_____________
Pulitzer Inc – upon a termination of the
Executive's employment in conjunction with a change in control of the Company
(within the meaning of the Pulitzer Inc . Executive Transition Plan (the
"Transition Plan")) if, as a result of such termination, the Executive is
entitled to receive severance payments pursuant
_____________
PULITZER INC – of the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
as of the date first above written.
PULITZER INC .
By: /s/ Alan G. Silverglat
----------------------------
Name: Alan G. Silverglat
Title: Senior Vice President
/s/ Wesley R. Turner
--------------------------------
Wesley R. Turner, Trustee
5
{
_____________
Pulitzer Inc – Robert C. Woodworth and Joyce A. Woodworth ("Insureds")
---------------------------------------------------
Owner/Assignor: Wesley R. Turner, Trustee, under Trust Indenture dated
January ____, 2002 ("Assignor")
Assignee: Pulitzer Inc . ("Assignee")
RECITALS
A. The Assignor desires to assign to the Assignee a collateral interest
in the Policy as collateral for certain liabilities
_____________
PULITZER INC – provisions of this Assignment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
PULITZER INC .
By: /s/ Alan G. Silverglat
----------------------------
Name: Alan G. Silverglat
Title: Senior Vice President
/s/ Wesley R. Turner
--------------------------------
Wesley R. Turner, Trustee
2
{/
_____________
dt 312582
;
| Wesley R. Turner
|
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Split Dollar Life Insurance Agreement
Split Dollar Life Insurance Agreement (24K)
Doc #201272: Click preview link for longer preview.
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
BETWEEN
FOAMEX INTERNATIONAL, INC.
AND
MARSHALL S. COGAN
{PAGE}
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT is made this 1st day of May, 2001 by and between Foamex
International Inc., a Delaware corporation (the "Company"), and Marshall S.
Cogan ("Executive").
ARTICLE 1
Definitions
1.1 Administrator shall mean the person or persons appointed by the Board
of Directors of the Company to administer this Agreement pursuant to Article 6
hereof.
1.2 Beneficiary shall mean the person(s) or entity designated by the Owner
in accordance with Article 5 hereof.
1.3 Collateral Assignment shall mean the Collateral Assignment Agreement
executed by the Owner assigning the Policy to the Company as collateral security
for the return of its Cumulative Company Contributions pursuant to Article 2
hereof. Such Collateral Assignment shall not be inconsistent with the terms of
this Agreement.
1.4 Code shall mean the Internal Revenue Code of 1986, as amended.
1.5 Company shall mean Foamex International Inc.
1.6 Cumulative Company Contributions shall mean the total cumulative
premiums actually paid on the Policy by the Company as of the relevant date net
of any loans or withdrawals from the Policy by the Company and net of any
premiums previously reimbursed to the Company by the Owner. The Cumulative
Company Contributions shall constitute indebtedness of the Owner to the Company
which is repayable without interest.
1.7 Employment Agreement shall mean the employment agreement entered into
between the Company and Executive effective January 1, 1999, as amended.
1.8 Executive shall mean Marshall S. Cogan.
1.9 ERISA shall mean the Employee Retirement Income Security Act of 1974,
as amended.
1.10 Insurance Company shall mean Pacific Life Insurance Company.
1.11 Involuntary Termination shall mean a termination of employment which
is initiated by the Company without "Just Cause," as such term is defined in the
Employment Agreement, or a termination of employment by Executive for "Good
Reason," as such term is defined in the Employment Agreement.
201272
|
Foamex Int'l
As referenced in this Split Dollar Life Insurance Agreement:
foamex – EXHIBIT 10.10.13
{TEXT}
Exhibit 10.10.13
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
BETWEEN
FOAMEX INTERNATIONAL, INC.
AND
MARSHALL S. COGAN
{PAGE}
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT is
foamex
– INSURANCE AGREEMENT
THIS AGREEMENT is made this 1st day of May, 2001 by and between Foamex
International Inc., a Delaware corporation (the "Company"), and Marshall S.
Cogan ("Executive").
ARTICLE 1
foamex – shall mean the Internal Revenue Code of 1986, as amended.
1.5 Company shall mean Foamex International Inc.
1.6 Cumulative Company Contributions shall mean the total cumulative
premiums actually paid
foamex – WHEREOF, the parties have executed this Agreement to executed on
the date(s) specified below.
FOAMEX INTERNATIONAL INC,
By /s/ James Van Horn
-------------------
Title Executive Vice President
Date 12/31/
dt 5462
;
| Marshall S. Cogan
|
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Split-Dollar Life Insurance Agreement
Split-Dollar Life Insurance Agreement (15K)
Doc #354242: Click preview link for longer preview.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
-------------------------------------
AGREEMENT, dated as of this day of , 200 , by and between
---- -------- -
(the "Employee") and LANDAMERICA FINANCIAL GROUP, INC., a
---------------------
Virginia corporation (the "Employer").
Recitals
--------
The Employee is a valued employee of the Employer and the Employer desires
to retain the Employee in its employment. Therefore, to induce his continued
employment, the Employer desires to assist the Employee with his personal life
insurance through this split-dollar life insurance program. The Employee agrees
to participate in this program to the extent hereafter provided.
NOW, THEREFORE, in consideration of the foregoing, the Employee and the
Employer agree as follows:
1. The Policy. The life insurance policy (the "Policy") covered by this
----------
Agreement is:
Company Policy Number Face Amount
------- ------------- -----------
Northwestern Mutual Life
Insurance Company
which shall be issued on the life of the Employee. The Employee shall be the
sole owner of the Policy, subject to the Employer's interest in the Policy, as
set forth herein, and may name the beneficiary thereof subject to the provisions
of this Agreement.
2. Payment of Premium. Subject to the qualification set forth in the
------------------
immediately following sentence, the Employee will pay that portion of the annual
premium due on the Policy that is equal to the lesser of (a) the value of the
entire economic benefit (including any economic benefit attributable to the use
of Policy dividends) that would be taxable to the Employee but for such payment,
or (b) the amount of the premium due on the Policy. The Employer will pay the
remainder of the premium. However, notwithstanding the above, if the Employee is
rated for health reasons by the insurer, then the Employee shall be obligated to
pay that portion of the premium in excess of a Table II rating. The value of the
economic benefit to the Employee shall be calculated by using the lower of the
P.S. 58 rates or the insurer's term rates in accordance with Rev. Ruls. 64-328,
1964-2 CB 11, and 66-110, 1966-1 CB 12, or their successors, as in effect on the
effective date of this Agreement. Any premium or portion thereof which is
payable by the Employee by this Section 2 may at the election of the Employee be
deducted from the cash compensation otherwise payable to him. The Employer
agrees to transmit that premium or portion, along with any premium or portion
thereof payable by it, to the insurer on or before the premium due date.
354242
|
LandAmerica
As referenced in this Split-Dollar Life Insurance Agreement:
LANDAMERICA FINANCIAL GROUP, INC – dex1045.txt
{DESCRIPTION}EXHIBIT 10.45
{TEXT}
{PAGE}
Exhibit 10.45
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
-------------------------------------
AGREEMENT, dated as of this day of , 200 , by and between
---- -------- -
(the "Employee") and LANDAMERICA FINANCIAL GROUP, INC ., a
---------------------
Virginia corporation (the "Employer").
Recitals
--------
The Employee is a valued employee of the Employer and the Employer desires
to retain the Employee in its employment. Therefore, to induce
_____________
LANDAMERICA FINANCIAL GROUP, INC – of the Commonwealth of Virginia shall govern this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in more
than one counterpart, each of which is an original.
LANDAMERICA FINANCIAL GROUP, INC .
By:
----------------------------------------
John M. Carter, Executive Vice-President
--------------------------------------------
-5-
{PAGE}
LANDAMERICA FINANCIAL GROUP, INC.
Schedule to Split-Dollar Life Insurance Agreement
Name Date of Agreement Policy Amount
------------------------- ----------------- -------------
Theodore L. Chandler,
_____________
LANDAMERICA FINANCIAL GROUP, INC – parties hereto have executed this Agreement in more
than one counterpart, each of which is an original.
LANDAMERICA FINANCIAL GROUP, INC.
By:
----------------------------------------
John M. Carter, Executive Vice-President
--------------------------------------------
-5-
{PAGE}
LANDAMERICA FINANCIAL GROUP, INC .
Schedule to Split-Dollar Life Insurance Agreement
Name Date of Agreement Policy Amount
------------------------- ----------------- -------------
Theodore L. Chandler, Jr. July 31, 2000 $1,256,154
Karen L. Schmidt January 21, 2002
_____________
dt 1410080
| |
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Split-Dollar Life Insurance Agreement
Split-Dollar Life Insurance Agreement (28K)
Doc #420934: Click preview link for longer preview.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT is made and entered into this 24th day of January, 2002, by
and between Occidental Petroleum Corporation, a Delaware corporation, with
principal offices and place of business in the State of California (the
"Corporation"), and Donald P. de Brier, an individual residing in the State of
California (the "Employee"), with reference to the following facts:
A. The Employee is employed by the Corporation.
B. The Employee wishes to provide life insurance protection for his
family in the event of his death, in an amount equal to his highest annual
salary from the Corporation, under a policy of life insurance insuring his life
issued by Pacific Life Insurance Company (the "Insurer").
C. The Corporation is willing to pay premiums on such a policy as an
additional employment benefit for the Employee on the terms and conditions
hereinafter set forth.
D. The Corporation shall be and at all times remain the owner of the
policy described in this Agreement and, as such, shall possess all incidents of
ownership in and to such policy in order to secure the repayment of the amounts
that the Corporation will pay toward the premiums on such policy.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
contained herein, the parties hereto agree as follows:
1. PURCHASE OF POLICY. The parties hereto shall take all actions necessary to
apply for and purchase from the Insurer a policy on the life of Employee
with an initial death benefit at least equal to the sum of $607,000 plus
the initial premium paid by the Corporation (the "Policy"). Upon issuance
of the Policy, an Exhibit A containing the policy number and other
information regarding the Policy shall be attached to this Agreement and by
this reference become a part hereof. The Policy shall be subject to the
terms and conditions of this Agreement and of the endorsement to the Policy
filed with the Insurer.
2. OWNERSHIP OF POLICY. The Corporation shall be the sole and absolute owner
of the Policy, and may exercise all ownership rights granted to the owner
thereof by the terms of the Policy, except as may otherwise be provided in
this Agreement.
3. EMPLOYEE'S BENEFIT SCHEDULE; ELECTION OF SETTLEMENT OPTION AND BENEFICIARY.
The Employee shall be entitled to that portion of the death benefit under
the Policy that is equal to the lesser of (a) his highest annual rate of
salary from the Corporation at any time prior to his death or (b) the death
benefit in effect for the year in which his death occurs as provided in the
schedule of benefits contained in Exhibit B attached to this Agreement and
by this reference made a part hereof. The Employee may select the
settlement option for payment of the death benefit provided under the
Policy and the
{PAGE}
beneficiary or beneficiaries to receive the portion of Policy proceeds to
which the Employee is entitled hereunder by specifying the same in a
written notice to the Corporation. Upon receipt of such notice, the
Corporation shall execute and deliver to the Insurer the forms necessary to
elect the requested settlement option and to designate the requested
person, persons or entity as the beneficiary or beneficiaries to receive
the portion of the death proceeds of the Policy to which the Employee is
entitled. The parties hereto agree to take all action necessary to cause
the beneficiary designation and settlement election provisions of the
Policy to conform to the provisions of this Agreement. The Corporation
shall not terminate, alter or amend such designation or election without
the express written consent of the Employee.
4. PAYMENT OF PREMIUMS. The Corporation shall pay an annual premium on the
Policy on or before the last day of each "policy year" (as such term is
used in the Policy) in an amount sufficient to maintain a death benefit
that is at least equal to the sum of (a) the maximum death benefit in
effect for the next policy year as provided in the schedule of benefits in
Exhibit B plus (b) the cumulative amount of premiums paid by the
Corporation (including the premium then being paid). Upon request, the
Corporation shall promptly furnish the Employee evidence of timely payment
of such annual premium. The Corporation shall annually furnish the Employee
a statement of the amount of income reportable by the Employee for federal
and state income tax purposes as a result of the insurance protection
provided to Employee under the Policy. The Corporation shall determine the
value of current life insurance protection by using the lower of the PS 58
rates, set forth in Revenue Ruling 55-747, 1955-2 C.B. 228, (or the
corresponding applicable provision of any future Revenue Ruling), or the
Insurer's current published premium rates for annually renewable term
insurance for standard risks. The Employee shall be solely responsible for
paying all applicable income and employment taxes attributable to the life
insurance protection that he receives under the Policy.
5. DESIGNATION OF POLICY BENEFICIARY/ENDORSEMENT. Upon the issuance of the
Policy, the Corporation shall execute a beneficiary designation for and/or
an endorsement to the Policy, under the form used by the Insurer for such
designations, in order to secure the Corporation's recovery of the amount
of the premiums on the Policy paid by the Corporation plus any additional
death benefits to which the Corporation is entitled under Paragraph 8a
hereof. Such beneficiary designation or endorsement shall not be
terminated, altered or amended by the Corporation, without the express
written consent of the Employee. The parties hereto agree to take all
action necessary to cause such beneficiary designation or endorsement to
conform to the provisions of this Agreement.
6. LIMITATIONS ON CORPORATION'S RIGHTS IN POLICY. Except as otherwise provided
herein, the Corporation shall not sell, assign, transfer, surrender or
cancel the Policy or change the beneficiary designation provision thereof,
without, in any such case, the express written consent of the Employee.
7. POLICY LOANS. The Corporation may pledge or assign the Policy, subject to
the terms and conditions of this Agreement, for the sole purpose of
securing a loan from the Insurer or
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from a third party. The amount of such loan, including accumulated interest
thereon, shall not exceed the lesser of (i) the amount of the premiums on
the Policy paid by the Corporation hereunder, or (ii) the cash surrender
value of the Policy (as defined therein) as of the date to which premiums
have been paid. Interest charges on such loan shall be paid by the
Corporation at least annually. If the Corporation so encumbers the Policy,
other than by a policy loan from the Insurer, then, upon the death of the
Employee or upon the election of the Employee hereunder to purchase the
Policy from the Corporation, the Corporation shall promptly take all action
necessary to secure the release or discharge of such encumbrance.
Notwithstanding anything contained herein to the contrary, the Corporation
shall not encumber the Policy in any way that would reduce or impair the
portion of the death benefit to which the Employee is entitled.
8. COLLECTION OF DEATH PROCEEDS.
a. Upon the death of the Employee, the Corporation shall cooperate with
the beneficiary or beneficiaries designated by the Employee to take
whatever action is necessary to collect the death benefit provided
under the Policy; when such benefit has been collected and paid as
provided herein, this Agreement shall thereupon terminate.
b. Upon the death of the Employee, the Corporation shall have the right
to receive a portion of such death benefit equal to the total amount
of the premiums paid by it hereunder, reduced by any indebtedness
against the Policy existing at the death of the Employee (including
any interest due on such indebtedness). The portion of the death
benefit to which the Employee's beneficiary or beneficiaries are
entitled shall be paid directly to the beneficiary or beneficiaries
designated by the Employee or by the Corporation at the direction of
the Employee, in the manner and in the amount or amounts provided in
the beneficiary designation provision of the Policy. In the event that
the total death proceeds under the Policy exceed the sum of the amount
due to the Employee's beneficiary or beneficiaries and the total
amount of premiums paid by the Corporation (reduced by any
indebtedness as provided above), then the Corporation shall be
entitled to such excess death proceeds. The parties hereto agree that
the beneficiary designation provision of the Policy shall conform to
the provisions hereof.
c. Notwithstanding any provision hereof to the contrary, in the event
that, for any reason whatsoever, no death benefit is payable under the
Policy upon the death of the Employee and in lieu thereof the Insurer
refunds all or any part of the premiums paid for the Policy, the
Corporation shall have an unqualified right to receive such premiums
and any additional proceeds.
9. TERMINATION OF THE AGREEMENT DURING THE EMPLOYEE'S LIFETIME.
a. This Agreement shall terminate, during the Employee's lifetime,
without notice, upon the occurrence of the bankruptcy, receivership or
dissolution of the Corporation.
3
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b. In addition, the Employee may terminate this Agreement, by written
notice to the Corporation. Such termination shall be effective as of
the date of such notice.
c. Notwithstanding anything contained herein to the contrary, the
Corporation may terminate this Agreement at any time on or before
December 31, 2002 by written notice to the employee. Such termination
shall be effective as of the date of such notice.
10. DISPOSITION OF THE POLICY ON TERMINATION OF THE AGREEMENT DURING THE
EMPLOYEE'S LIFETIME.
a. For sixty (60) days after the date of the termination of this
Agreement pursuant to Paragraph 9a hereof, the Employee shall have the
assignable option to purchase the Policy from the Corporation. The
purchase price for the Policy shall be the total amount of the premium
payments made by the Corporation hereunder, less any indebtedness
secured by the Policy which remains outstanding as of the date of such
termination, including interest on such indebtedness. Upon receipt of
such amount, the Corporation shall transfer all of its right, title
and interest in and to the Policy to the Employee or his assignee, by
the execution and delivery of an appropriate instrument of transfer.
b. If the Employee or his assignee fails to exercise such option within
such sixty (60) day period, then the Corporation may enforce its right
to be repaid for the premiums which it paid hereunder by surrendering
or canceling the Policy for its cash surrender value, or it may change
the beneficiary designation provisions of the Policy, naming itself or
any other person or entity as revocable beneficiary thereof, or
exercise any other ownership rights in and to the Policy, without
regard to the provisions hereof.
Thereafter, neither the Employee, his assignee nor their heirs,
assigns or beneficiaries shall have any further interest in and to the
Policy, either under the terms thereof or under this Agreement.
11. INSURER NOT A PARTY. The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall the Insurer be considered a
party to this Agreement, or any modification or amendment hereof. No
provision of this Agreement, nor of any modification or amendment hereof,
shall in any way be construed as enlarging, changing, varying or in any
other way affecting the obligations of the Insurer as expressly provided in
the Policy, except insofar as the provisions hereof are made a part of the
Policy by the beneficiary designation executed by the Corporation and filed
with the Insurer in connection with this Agreement.
4
{PAGE}
12. ASSIGNMENT BY EMPLOYEE. Notwithstanding any provision hereof to the
contrary, the Employee shall have the right to absolutely and irrevocably
assign by gift all of his right, title and interest in and to this
Agreement and to the Policy to an assignee. This right shall be exercisable
by the execution and delivery to the Corporation of a written assignment,
in substantially the form attached hereto as Exhibit C, which by this
reference is made a part hereof. Upon receipt of such written assignment
executed by the Employee and duly accepted by the assignee thereof, the
Corporation shall consent thereto in writing, and shall thereafter treat
the Employee's assignee as the sole owner of all of the Employee's right,
title and interest in and to this Agreement and in and to the Policy.
Thereafter, the Employee shall have no right, title or interest in and to
this Agreement or the Policy, all such rights being vested in and
exercisable only by such assignee.
13. ADDITIONAL INSURANCE. In the event that Employee's salary is increased to
an amount in excess of the maximum death benefit in effect under the
schedule of benefits contained in Exhibit B to this Agreement, the
Corporation will take one of the following actions in its sole discretion:
(a) subject to additional underwriting, pay additional premiums on the
Policy to increase the total death benefit under the Policy to an amount
equal to the sum of the Employee's highest annual rate of salary from the
Corporation plus the cumulative amount of premiums paid by the Corporation
on the Policy, (b) provide supplemental insurance coverage so that the
benefit payable to the Employee's beneficiary or beneficiaries under this
Agreement and the supplemental insurance provide an aggregate death benefit
to the Employee's beneficiary or beneficiaries under the Policy that is
equal to the Employee's highest annual rate of salary from the Corporation,
or (c) upon the Employee's death make a payment from its general assets to
the Employee's beneficiary or beneficiaries under the Policy equal to the
difference between the death benefit provided under this Agreement and the
Policy and the Employee's highest salary from the Corporation. If the
Corporation provides the additional death benefit described herein other
than by increasing the Employee's death benefit under this Agreement and
the Policy, then the Corporation shall gross up the Employee, the
Employee's beneficiary or beneficiaries under the Policy, or the Employee's
estate as the case may be, for any income, employment or estate taxes that
they incur that they would not have incurred if the additional insurance
had been provided under this Agreement and the Policy. For purposes of
determining the amounts of such gross-up payments, the Employee, his
beneficiary or beneficiaries or his estate shall be deemed to pay federal
and state income and estate taxes at the highest applicable marginal rates
for the year in question.
14. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.
a. Named Fiduciary. The Corporation is hereby designated as the named
fiduciary under this Agreement. The named fiduciary shall have
authority to control and manage the operation and administration of
this Agreement, and it shall be responsible for establishing and
carrying out a funding policy and method consistent with the
objectives of this Agreement.
5
{PAGE}
b. Claims Procedure.
i. Claim. A person who believes that he or she is being denied a
benefit to which he or she is entitled under this Agreement
(hereinafter referred to as a "Claimant") may file a written
request for such benefit with the Corporation, setting forth his
or her claim. The request must be addressed to the General
Counsel of the Corporation at its then principal place of
business.
ii. Claim Decision. Upon receipt of a claim, the Corporation shall
advise the Claimant that a reply will be forthcoming within
ninety (90) days and shall, in fact, deliver such reply within
such period. The Corporation may, however, extend the reply
period for an additional ninety (90) days for reasonable cause.
If the claim is denied in whole or in part, the Corporation shall
adopt a written opinion, using language calculated to be
understood by the Claimant, setting forth: (a) the specific
reason or reasons for such denial; (b) the specific reference to
pertinent provisions of this Agreement on which such denial is
based; (c) a description of any additional material or
information necessary for the Claimant to perfect his or her
claim and an explanation why such material or such information is
necessary; (d) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim for review; and
(e) the time limits for requesting a review under subsection
(iii) and for review under subsection (iv) hereof.
iii. Request for Review. Within sixty (60) days after the receipt by
the Claimant of the written opinion described above, the Claimant
may request in writing that the President of the Corporation
review the determination of the Corporation. Such request must be
addressed to the President of the Corporation, at its then
principal place of business. The Claimant or his or her duly
authorized representative may, but need not, review the pertinent
documents and submit issues and comments in writing for
consideration by the Corporation. If the Claimant does not
request a review of the Corporation's determination by the
President of the Corporation within such sixty (60) day period,
he or she shall be barred and estopped from challenging the
Corporation's determination.
iv. Review of Decision. Within sixty (60) days after the President 's
receipt of a request for review, he or she will review the
Corporation's determination. After considering all materials
presented by the Claimant, the President will render a written
opinion, written in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for the decision and
containing specific references to the pertinent provisions of
this Agreement on which the decision is based. If special
circumstances require that the sixty (60) day time period be
extended, the President will so notify the Claimant and will
render the decision as soon as possible, but
6
{PAGE}
no later than one hundred twenty (120) days after receipt of the
request for review.
v. Further Legal Action. If the Claimant disagrees with the
President's decision, the Claimant may pursue his or her claim by
appropriate legal action under applicable law.
15. AMENDMENT. This Agreement may not be amended, altered or modified, except
by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as
provided herein.
16. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns, and the
Employee, his successors, assigns, heirs, personal representatives,
executors, administrators and beneficiaries.
17. NOTICES. Any notice, consent or demand required or permitted to be given
under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or
demand is mailed to a party hereto, it shall be sent by United States
certified mail, postage prepaid, addressed to such party's last known
address as shown on the records of the Corporation. The date of such
mailing shall be deemed the date of notice, consent or demand.
18. GOVERNING LAW. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the State
of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, as of the day and year first above written.
OCCIDENTAL PETROLEUM
CORPORATION
By /s/ Stephen I. Chazen
-------------------------
/s/ Donald P. de Brier
---------------------------
DONALD P. DE BRIER
7
{PAGE}
EXHIBIT A
The following life insurance policy is subject to the attached Split-Dollar Life
Insurance Agreement:
Insurer Pacific Life Insurance Company
Insured Donald P. de Brier
Policy Number _________
Date of Issue ___________, 2002
A-1
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EXHIBIT B
SCHEDULE OF EMPLOYEE DEATH BENEFITS
POLICY YEAR DEATH BENEFIT
----------- -------------
1 $607,000
2 $637,350
3 and thereafter $669,218
B-1
{PAGE}
EXHIBIT C
IRREVOCABLE ASSIGNMENT OF SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
THIS ASSIGNMENT, dated this _____ day of _____________, ______,
WITNESSETH THAT:
WHEREAS, the undersigned (the "Assignor") is the Employee party to that
certain Split-Dollar Life Insurance Agreement (the "Agreement"), dated as of
January ____, 2002, by and between the undersigned and Occidental Petroleum
Corporation (the "Corporation"), which Agreement confers upon the undersigned
certain rights and benefits with regard to one or more policies of insurance
insuring the Assignor's life; and
WHEREAS, pursuant to the provisions of said Agreement, the Assignor
retained the right, exercisable by the execution and delivery to the Corporation
of a written form of assignment, to absolutely and irrevocably assign all of the
Assignor's right, title and interest in and to said Agreement to an assignee;
and
WHEREAS, the Assignor desires to exercise said right;
NOW, THEREFORE, the Assignor, without consideration, and intending to make
a gift, hereby absolutely and irrevocably assigns, gives, grants and transfers
to _________________ , (the "Assignee") all of the Assignor's right, title and
interest in and to the Agreement and said policies of insurance, intending that,
from and after this date, the Agreement be solely between the Corporation and
the Assignee and that hereafter the Assignor shall neither have nor retain any
right, title or interest therein.
------------------------------
DONALD P. DE BRIER
Assignor
ACCEPTANCE OF ASSIGNMENT
The undersigned Assignee hereby accepts the above assignment of all right,
title and interest of the Assignor therein in and to the Agreement, by and
between such Assignor and the Corporation, and the undersigned hereby agrees to
be bound by all of the terms and conditions of said Agreement, as if the
420934
| | Donald P. de Brier
|
Preview
Full Doc
| 2001 |
Split Dollar Life Insurance Agreement
Split Dollar Life Insurance Agreement (23K)
Doc #270231: Click preview link for longer preview.
SPLIT DOLLAR
LIFE INSURANCE AGREEMENT
THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the "Agreement") is made
and entered into as of the __________ day of ___________________, 2000, by and
between WACHOVIA CORPORATION (the "Corporation"), and JEAN E. DAVIS (the
"Owner").
Statement of Purpose
JEAN E. DAVIS (the "Executive") is employed by the Corporation as
Senior Executive Vice President. The Corporation, Owner and Executive desire to
insure the lives of Executive and Executive's spouse, ROBERT A. METZGER, JR.
(the "Executive's Spouse"), for the benefit and protection of both the
Corporation and the Executive's family under a Variable Survivorship Life
Insurance Policy (the "Policy") to be issued by John Hancock Variable Life
Insurance Company (the "Insurer"). The Corporation, as the employer of
Executive, is willing to pay a portion of the premiums due on the Policy as an
additional employment benefit for Executive on the terms and conditions
hereinafter set forth. The Corporation desires to have the Policy collaterally
assigned to it by the Owner in order to secure repayment of the amount due to
the Corporation under this Agreement.
NOW, THEREFORE, in consideration of the Statement of Purpose aforesaid
and of the mutual promises contained herein, the parties hereto agree as
follows:
1. Definitions. Whenever used in this Agreement, the following terms
shall have the meanings set forth below:
(a) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the general rules and regulations under the Exchange Act.
(b) "Board of Directors" means the Board of Directors of the
Corporation.
(c) "Director" means any individual who is a member of the Board of
Directors of the Corporation.
(d) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time or any successor act thereto.
(e) "Person" means any individual, corporation, partnership, group,
association or other person, as such term is defined in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, other than the Corporation, a subsidiary
of the Corporation or any employee benefit plan(s) sponsored or maintained by
the Corporation or any subsidiary thereof.
270231
|
 Wachovia
As referenced in this Split Dollar Life Insurance Agreement:
WACHOVIA CORP – SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the "Agreement") is made
and entered into as of the __________ day of ___________________, 2000, by and
between WACHOVIA CORP ORATION (the "Corporation"), and JEAN E. DAVIS (the
"Owner").
Statement of Purpose
JEAN E. DAVIS (the "Executive") is employed by the Corporation as
_____________
Wachovia Corp – s failure to comply with any of the terms and conditions
of such Executive's Employment Agreement and Senior Executive Retirement
Agreement with Wachovia Corp oration (or any successor or subsidiary) then in
effect and as may be amended from time to time;
(g) payment in full by
_____________
WACHOVIA CORP – LEFT BLANK]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CORPORATION
WACHOVIA CORP ORATION
By:
---------------------------------------
LESLIE M. BAKER, JR.
Chairman and Chief Executive Officer
Attest:
-----------------------------
_____________ Secretary
(CORPORATE SEAL)
OWNER
_______________________________(SEAL)
_____________________, Trustee of the
_____________
dt 178788
;
| Jean E. Davis
|
Preview
Full Doc
| 2001 |
Split Dollar Life Insurance Agreement
Split Dollar Life Insurance Agreement (54K)
Doc #300646: Click preview link for longer preview.
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This Split Dollar Life Insurance Agreement ("Agreement") is
made, as of ____________, 199__, by and between Sierra Health Services, Inc., a
Nevada corporation (the "Company"), _______________(the "Executive"), and any
other person, in his or her capacity as trustee of a trust designated by the
Executive, as may from time to time agree to be bound by this Agreement.
RECITALS
The Executive desires to insure his or her life for the
benefit and protection of his or her family or designated beneficiary under the
Policy (as defined below);
The Company desires to help the Executive provide certain
insurance for the benefit and protection of his or her family or designated
beneficiary by providing funds from time to time to pay the premiums due on the
Policy, subject to reimbursement; and
The Executive desires the Executive or a trust designated by
Executive to become the owner of the Policy and to assign certain rights and
interests in the Policy to the Company, to the extent provided herein, as
security for reimbursement of certain funds provided by the Company for the
acquisition and/or maintenance of the Policy.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the
mutual agreements and covenants set forth below, the parties to this Agreement
agree as follows:
1. Definitions. For purposes of this Agreement, unless
otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:
(a) "Aggregate Premiums Paid" shall mean, at any
time, an amount equal to (i) the cumulative premiums paid by the
Company on the Policy, less (ii) any policy loans to the Company and
accrued and unpaid interest thereon (excluding any loan under Section
6(e)(ii)), and less (iii) any amounts received by the Company from the
Executive for life insurance coverage provided under this Agreement.
Despite the foregoing, Aggregate Premiums Paid shall not include extra
benefit riders or agreements, other than those providing additional
life insurance coverage on the insured, and shall not include premiums
waived pursuant to the terms of any disability waiver of a premium
rider. In addition, no interest shall be deemed to be accrued on and no
present value adjustment to the cumulative premiums paid by the Company
shall be made in calculating Aggregate Premiums Paid.
(b) "Base Annual Compensation" shall mean the
Executive's annual salary plus an amount of annual incentive
compensation payable by the Company and its subsidiaries equal to 50%
of such annual salary for employment services in a specified year,
before reduction for compensation deferred pursuant to all qualified,
non-qualified and Code Section 125 plans of the Company. Base Annual
Compensation excludes amounts payable in connection with long-term
incentive awards (including compensation resulting from option
exercises), perquisites, other annual compensation not properly
categorized as salary or annual incentive compensation, reimbursement
of expenses, and employee benefits. For purposes of determining the
Executive's Base Annual Compensation as of the Benefit Measurement Date
or any other date, the Executive's Base Annual Compensation as of the
most recent preceding July 1 will be used (which means that the
Executive's Base Annual Compensation will be increased or decreased
under this Agreement only once a year).
(c) "Benefit Measurement Date" shall mean the
date on which the first of any of the following events occurs:
(i) The Executive's Termination of Employment;
(ii) Termination of this Agreement in accordance
with Section 9 below;
(iii) The Executive's Retirement; or
(iv) The Executive's death.
(d) "Cash Surrender Value" shall mean an amount that
equals, at any specified time, the cash surrender value of the Policy
as determined under the terms of the Policy.
(e) "Change in Control" shall mean the earliest
transaction or event occurring after the effective date of the Plan in
which (i) the Company shall merge or consolidate with any other
corporation and shall not be the surviving corporation; (ii) the
Company shall transfer all or substantially all of its assets to any
other person; or (iii) any person shall have become the beneficial
owner of more than 50% of the voting power of outstanding voting
securities of the Company.
(f) "Code" means the Internal Revenue Code of 1986,
as amended from time to time, including regulations thereunder and
successor provisions and regulations.
(g) "Collateral Assignment" shall mean an assignment
of the Policy made by the Executive or a trust designated by the
Executive, as owner of the Policy, in favor of the Company in a form
mutually agreed to by the Company and the Executive and any trust
designated by the Executive and accepted by the Insurer.
(h) "Collateral Interest" shall mean the
Company's rights and interests in the Policy, as set forth in
Section 6 below.
(i) "Executive's Death Benefit" shall mean (i), in
the event of the Executive's death while employed by the Company or a
subsidiary, an amount that is equal to the Executive's Base Annual
Compensation, determined as of the date of his or her death, multiplied
by three, less (A) the amount of death benefits payable to
beneficiaries of the Executive under any group life insurance policy or
program of the Company or a subsidiary (other than this Plan), and less
(B) the Benefit Reduction Amount (but in no event shall these
reductions result in a negative number), and (ii), in the event of the
Executive's death at a time the Executive is no longer employed by the
Company or a subsidiary but not later than the Rollout Date, an amount
that is equal to the Executive's Base Annual Compensation, determined
as of the Benefit Measurement Date, multiplied by 1.5, less (A) the
amount of death benefits payable to beneficiaries of the Executive
under any group life insurance policy or program of the Company or a
subsidiary (other than this Plan), and less (B) the Benefit Reduction
Amount (but in no event shall these reductions result in a negative
number). For purposes of this definition, the "Benefit Reduction
Amount" shall mean the amount by which the Aggregate Premiums Paid plus
Executive's Death Benefit, calculated without regard to the Benefit
Reduction Amount, exceeds the death proceeds payable under the Policy
assuming the maximum cumulative increases in the death proceeds under
the Policy permitted by the Insurer, over and above the death proceeds
initially payable under the Policy, without requiring new evidence of
insurability of the Executive. The foregoing notwithstanding, the death
proceeds initially payable under the Policy shall be sufficient such
that the Benefit Reduction Amount in the initial year that this
Agreement is in effect shall be zero.
300646
|
Sierra Health
As referenced in this Split Dollar Life Insurance Agreement:
Sierra Health Services, Inc – 5(10)
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This Split Dollar Life Insurance Agreement ("Agreement") is
made, as of ____________, 199__, by and between Sierra Health Services, Inc ., a
Nevada corporation (the "Company"), _______________(the "Executive"), and any
other person, in his or her capacity as trustee of a trust
_____________
Sierra Health Services, Inc – this Agreement to shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below:
Sierra Health Services, Inc .
2724 North Tenaya Way
Las Vegas, Nevada 89128
Attn.: Office of General Counsel
or to such other address as may furnished to
_____________
Sierra Health Services, Inc – of this Agreement.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the date first written above.
The "Company"
Sierra Health Services, Inc .
a Nevada corporation
By:
Its:
The "Executive"
Trustee of a trust designated by the
Executive under Section 2(b)
{PAGE}
COLLATERAL ASSIGNMENT
_____________
Sierra Health Services, Inc – the
"Executive"), the insured under [a life insurance policy, No. _______] [life
insurance policies, Nos. and ] (the "Policy"), issued by ____________ (the
"Insurer"), Sierra Health Services, Inc ., a Nevada corporation (the "Company"),
and, if this Assignment has been executed by the trustee of a trust which has
become the
_____________
Sierra Health Services, Inc – inserted herein.
IN WITNESS WHEREOF, the Executive and the Company have signed
this Assignment as of the date first written above.
The "Company"
Sierra Health Services, Inc .
a Nevada corporation
By:
Its:
The "Executive"
{PAGE}
Trustee of a trust designated by the
Executive to become the Owner of the
_____________
dt 265761
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Preview
Full Doc
| 2001 |
Split Dollar Life Insurance Agreement
Split Dollar Life Insurance Agreement (15K)
Doc #478352: Click preview link for longer preview.
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
-------------------------------------
THIS AGREEMENT is made and entered into, and is effective, as of the 3rd
day of November, 1999, by and between VANS, INC., A Delaware Corporation (the
"Employer"), and GARY H. SCHOENFELD ("Employee").
WHEREAS:
A. The Employee owns that certain policy of life insurance on his life
issued by MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (Policy No. 11052955). In
this Agreement, Massachusetts Mutual Life Insurance Company is . . .
478352
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Vans
As referenced in this Split Dollar Life Insurance Agreement:
VANS, INC – 1
Exhibit 10.4
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
-------------------------------------
THIS AGREEMENT is made and entered into, and is effective, as of the 3rd
day of November, 1999, by and between VANS, INC ., A Delaware Corporation (the
"Employer"), and GARY H. SCHOENFELD ("Employee").
WHEREAS:
A. The Employee owns that certain policy of life insurance on his life
issued by MASSACHUSETTS MUTUAL LIFE
_____________
VANS, INC – connection therewith, and costs as provided by law.
5
{PAGE} 6
IN WITNESS WHEREOF, the parties have signed this Agreement as of the day
and year first written above.
EMPLOYER:
--------
VANS, INC ., A Delaware Corporation
By: /s/ CRAIG E. GOSSELIN
--------------------------------
A Duly Authorized Officer
EMPLOYEE:
--------
/s/ GARY H. SCHOENFELD
-----------------------------------
GARY H. SCHOENFELD
{/TEXT}
{/DOCUMENT}
_____________
dt 1330501
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