FORM 10(W)
GE EXECUTIVE LIFE INSURANCE AGREEMENT
(Rev. Sept. 2000)
THIS AGREEMENT made and entered into effective the __________________________
day of ________________ , 20__, by and between General Electric Company
("Employer"), and _______________________________ ("Owner");
WHEREAS, _______________________________ ("Employee") is a valued employee of
Employer and Employer wishes to retain him in its employ; and
WHEREAS, as an inducement to Employee's continued employment, Employer wishes
to assist Employee with his personal life insurance program by entering into
this Life Insurance Agreement with the Owner.
NOW, THEREFORE, the Employer and Owner agree as follows:
1. IDENTIFICATION OF POLICY. This Agreement relates to the life
insurance policy ("Policy") issued by Metropolitan Life Insurance Company
("Insurer") which is described on Exhibit A of this Agreement. Exhibit A shall
be updated annually as determined by the Employer effective each ____________
1st during the term of this Agreement.
2. OWNERSHIP OF POLICY. Owner or Owner's transferee (hereinafter
collectively "Owner") shall be the owner of the Policy, and may exercise all
ownership rights granted to the Owner by the terms of the Policy.
Notwithstanding any other provisions of this Agreement or any form of policy
assignment executed by Owner in connection with this Agreement, it is the
express intention of the parties to reserve to the Owner all rights in and to
the Policy granted to the Owner by its terms, including, but not limited to, the
right to assign the Owner's interest in the Policy, the right to change the
beneficiary of the Policy, the right to exercise settlement options, the right
to borrow against the cash value of the Policy, and the right to surrender or
cancel the Policy, in whole or in part. Employer shall neither have nor exercise
any right in or to the Policy which could, in any way, endanger, defeat or
impair any of the rights of the Owner in the Policy, including the right to
collect the proceeds of the Policy in excess of the amount due the Employer, as
provided in this Agreement. The only rights in and to the Policy granted to the
Employer shall be limited to its security interest in the "surrender value" of
the Policy, which for all purposes of this Agreement shall be as defined in the
Policy, and a portion of the death benefit of the Policy, as hereinafter
provided. The Employer shall not assign any of its rights in the Policy to
anyone other than the Owner.
3. PREMIUM. The Owner shall contribute to the Employer an amount equal
to the annual economic benefit derived by the Owner (as determined by the
Employer in accordance with Revenue Rulings 64-328 and 66-110 and set forth in
item 7 of Exhibit A), or, if less, the premium for the year as set forth in item
6 of Exhibit A. If the Owner is also the Employee, such contribution shall be
made by periodic payroll deductions. If the Owner is other than the Employee,
the Owner shall pay the Owner's portion of the premium to the Employer in a lump
sum at the beginning of each Policy year. The Employer shall pay the remainder
of each total premium on the Policy. The total annual premium due on such
Policy, effective ___________ 1st of each year during the term of this
Agreement, shall be set forth in item 6 of Exhibit A of this Agreement, as
determined by the Employer.
4. COLLATERAL ASSIGNMENT. Contemporaneously with this Agreement, the
Owner has made a collateral assignment of the Policy to the Employer under the
form of Assignment attached as Exhibit B, as it may be amended from time to time
to reflect any modifications to Exhibit A with respect to the Insurer or policy
number, which Assignment gives the Employer the right to recover the premiums it
has paid on the Policy less amounts received under this Agreement from the Owner
("net premium outlay") from the surrender value of the Policy and to recover a
portion of the death benefit of the Policy. The interest of the Employer in and
to the Policy shall be specifically limited to the following rights:
a. The right to recover the lesser of its net premium outlay or the surrender
value of the Policy in the event the Policy is totally surrendered or
cancelled by the Owner, or the right to receive the surrender proceeds to the
extent of its net premium outlay in the event the Policy is partially
surrendered by the Owner as provided in paragraph 5;
b. The right to recover the death benefit proceeds remaining after the Owner's
death benefit set forth in item 5 of Exhibit A has been paid to the Owner's
designated beneficiary upon the death of Employee, as provided in paragraph 7
below;
c. The right to recover the lesser of its net premium outlay or the surrender
value of the Policy, or to receive ownership of the Policy, in the event of
termination of this Agreement, as provided in paragraphs 6(b), 6(c) and 6(d)
below; and
d. The right to recover its net premium outlay to the extent a Policy loan made
by the Owner in any year exceeds the lesser of the Owner's portion of the
premium for that year as specified in item 7 of Exhibit A or the increase for
that year in the surrender value of the Policy, as provided in paragraph 8.
5. SURRENDER OR CANCELLATION. The Owner shall have the sole right to
surrender or cancel the Policy, in whole or in part, and to receive the
surrender value, subject to the provisions of this paragraph 5. In the event of
any partial or complete surrender or cancellation, the Employer shall be
provided with written notice of such surrender or cancellation at least fifteen
(15) days prior to a distribution from the Insurer. Subject to paragraph 6, in
the event of any partial surrender, the Employer shall be entitled to recover
the lesser of its net premium outlay or the surrender proceeds. In the event of
a complete surrender or cancellation, the Employer shall be entitled to recover
the lesser of its net premium outlay or the surrender value of the Policy.
6. TERMINATION OF AGREEMENT.
a. This Agreement shall terminate upon the earlier to occur of:
(1) The date on which either party to the Agreement provides notice
in writing to the other party of the desire to terminate; or
(2) The Employee's termination of employment (other than retirement,
disability or other Company approved separation) with the
Employer; or
(3) The latter of:
(a) The tenth anniversary of the effective date of this
Agreement; or
(b) The date on which the Employee attains age 60.
b. Within thirty (30) days following the termination of this Agreement,
the Owner shall pay to the Employer the Employer's net premium outlay.
Upon receipt by the Employer of such amount, the Employer shall
execute an appropriate instrument of release of the Assignment of the
Policy.
c. If the Owner fails to pay such amount within such thirty (30) day
period, the Owner shall execute any and all instruments that may be
required to vest ownership of the Policy in the Employer. Thereafter,
the Owner shall have no further interest in the Policy.
d. If the Owner fails to surrender the policy and execute the instruments
required by paragraph 6(b) within such thirty (30) day period, the
Employer may notify the Insurer that the Employer intends to exercise
its rights under the Assignment. In such event, the Insurer shall pay
to the Employer the net premium outlay specified in paragraph 6(b).
7. DEATH. Upon the death of Employee, the Employer shall receive its net premium
outlay. The balance of the death benefit provided under the Policy, if any,
shall be paid directly to the beneficiary.
8. LOANS. The Owner shall have the sole right to borrow against the Policy, and
the Employer shall have no right to obtain loans against the Policy, directly or
indirectly, from the Insurer or from any other person, or to pledge or assign
the Policy as security for any loan. If the Owner in any Policy year borrows
from the Policy an amount in excess of the Owner's portion of the annual premium
specified in item 7 of Exhibit A for that year or the increase in the surrender
value of the Policy for the year, whichever is less, the Employer shall be
entitled to receive such excess amount, to the extent of its net premium outlay
under this Agreement. The Owner shall pay any interest due on any Policy loan it
obtains.
9. TRANSFEREE. In the event Owner shall transfer all of its interest in the
Policy, then all of Owner's interest in the Policy and in this Agreement shall
be vested in its transferee, who shall be substituted as a party under this
Agreement, and the transferring Owner shall have no further interest in the
Policy or in this Agreement.
10. SUCCESSORS AND ASSIGNS. This Agreement shall bind Employer, its successors
and assigns, and Owner and their heirs, executors, administrators and
transferees, and any Policy beneficiary. The Employer agrees that it will not
merge or consolidate with another employer, corporation, or organization, or
permit its business and activities to be taken over by any other organization
unless or until the succeeding or continuing employer, corporation or other
organization shall expressly assume the rights and obligations of the Employer
set forth in this Agreement.
11. EFFECT ON EMPLOYMENT. This Agreement shall not be deemed to constitute a
contract of employment between the parties, nor shall any provision restrict the
right of Employee to terminate his employment, at any time not in contravention
of any applicable employment agreement.
12. INSURER. The Insurer shall be bound only by the provisions of and
endorsements on the Policy, and any payments made or action taken by it in
accordance with the Policy shall fully discharge it from all claims, suits and
demands of all persons whatsoever. Except as specifically provided by
endorsement on the Policy and as provided in the Assignment, the Insurer shall
in no way be bound by the provisions of this Agreement.
13. PAYMENT. It is agreed that benefits may be paid under the Policy by the
Insurer either by separate checks to the parties entitled thereto, or by joint
check. In the latter instance, the Owner and the Employer agree that benefits
shall be divided as provided herein.
14. AMENDMENT. Except as provided in paragraph 6 and in paragraphs 1 and 3
pertaining to Exhibit A, this Agreement may not be cancelled, amended, altered
or modified, except by a written instrument signed by all of the parties.
15. NOTICES. Any notice, consent or demand required or permitted to be given
under the provisions of this Agreement by one party to another shall be in
writing, shall be signed by the party giving or making the same, and may be
given either by delivering the same to such other party personally, or by
mailing the same, by United States certified mail, postage prepaid, to such
party, addressed to his, her or its last known address as shown on the records
of the Employer. The date of such mailing shall be deemed the date of such
mailed notice, consent or demand.
16. GENDER AND NUMBER. Whenever any words are used herein in the masculine
gender, they shall be construed as though they were also used in the feminine or
neuter gender in all cases where they would so apply, and whenever any words are
used herein in the singular or plural form, they shall be construed as though
they were also used in the other form in all cases where they would so apply.
17. CONTROLLING LAW. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed pursuant to the laws of the State of New York
except to the extent preempted by federal law.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the day
and year first above written.
Owner's Signature: General Electric Company
- ---------------------------- By
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- ---------------------------- Senior Vice President -
Print Name Corporate Human Resources
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EXHIBIT A
LIFE INSURANCE PLAN
INSURANCE POLICY SCHEDULE
1. Insured's Name:
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2. Effective Date:
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3. Insurer: Metropolitan Life Insurance Company
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4. Policy Number:
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5. Owner's Portion of Death Benefit:
(End of Year 1)
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6. Total Annual Premium:
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7. Owner's Portion of Annual Premium:
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8. Owner's Portion of Cash Value:
(End of Year 1)
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9. Policyowner:
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10. Beneficiary:
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EXHIBIT B
COLLATERAL ASSIGNMENT
THIS ASSIGNMENT, made and entered into effective the ____________________ day of
_________________ , 20___, by the undersigned ________________________ as owner
("Owner") of that certain Life Insurance Policy No. issued by Metropolitan Life
Insurance Company ("Insurer") and any supplementary contracts issued in
connection with such policy (said policy and contracts herein called "Policy"),
upon the life of ____________________________ ("Insured"), to General Electric
Company, a New York corporation, ("Assignee").
WITNESSETH:
WHEREAS, the Insured is a valued employee of the Assignee, and the Assignee
wishes to retain him in its employ;
WHEREAS, as an inducement to the Insured's continued employment, the
Assignee desires to assist the Insured with his personal life insurance program
by contributing a portion of the annual premium due on the Policy, as more
specifically provided for in that certain Life Insurance Agreement entered into
between the Insured and the Assignee ("Agreement"); and
WHEREAS, in consideration of the Assignee's agreeing to pay a portion of
the premiums pursuant to the Agreement, the Owner agrees to assign to the
Assignee certain rights in the Policy as set forth in this Assignment.
NOW, THEREFORE, for value received, the undersigned Owner hereby assigns,
transfers and sets over to the Assignee, its successors and assigns, the
following specific rights in the Policy subject to the following terms and
conditions:
1. ASSIGNED RIGHTS. The Assignee's interest in the Policy shall be limited to:
a. The right to recover the lesser of the total premiums it has paid on
the Policy less amounts received under the Agreement from the Owner
("net premium outlay") or the "surrender value" of the Policy (as
defined in the Policy for all purposes hereinafter) in the event the
Policy is totally surrendered or cancelled by the Owner, or the right
to receive the surrender proceeds to the extent of its net premium
outlay in the event the Policy is partially surrendered or cancelled
by the Owner, as provided in paragraph 5 of the Agreement.
b. The right to recover the death benefit proceeds as provided in
paragraph 7 of the Agreement.
c. The right to recover the lesser of its net premium outlay or the
surrender value of the Policy or to receive ownership of the Policy,
in the event of termination of the Agreement, as provided in
paragraphs 6(a), 6(b) and 6(c) of the Agreement.
d. The right to recover its net premium outlay to the extent a Policy
loan made by the Owner in any year exceeds the lesser of the Owner's
portion of the premium for that year or the increase for that year in
the surrender value of the Policy, as provided in paragraph 8 of the
Agreement.
2. INCIDENTS OF OWNERSHIP. The Owner shall retain all incidents of ownership in
the Policy, including, but not limited to, the sole and exclusive rights to:
borrow against the Policy; assign the Owner's interest in the Policy; change the
beneficiary of the Policy; exercise settlement options; and, subject to
paragraphs 5 and 6 of the Agreement, surrender or cancel the Policy (in whole or
in part)o
3. ENDORSEMENT OF POLICY. If the Assignee shall have possession of the Policy at
any time while this Assignment is in force, then upon request and without
unreasonable delay, the Assignee shall forward the Policy to the Insurer for
endorsement of any designation or change of beneficiary, any election of
optional mode of settlement, or the exercise of any other right reserved by the
Owner hereunder.
4. INSURER.
a. The Insurer is hereby authorized to recognize the Assignee's claims to
rights under this Agreement without investigating the reason for any
action taken by the Assignee, the amount of its net premium outlay,
the existence of any default, the giving of any required notice or the
application to be made by the Assignee of any amounts to be paid to
the Assignee. The signature of the Assignee shall be sufficient for
the exercise of any of its rights under the Assignment for the
Assignee's receipt for any sums received by it shall be a full
discharge and release of such sums to the Insurer.
b. The Insurer shall be fully protected in recognizing a request made by
the Owner for surrender or cancellation of the Policy, in whole or in
part, or in recognizing a request made by the Owner for any loans
against the Policy permitted by the terms of the Policy, with or
without the consent of the Assignee. In the event of any such request,
the Insurer may pay the proceeds of such surrender, cancellation, or
loans to the sole order of the Owner, or as the Owner shall direct,
provided that the Insurer has provided the requisite fifteen (15)
days' notice to the Assignee required by paragraph 5 of the Agreement.
5. RELEASE. Upon the full payment of the liabilities of the Owner to the
Assignee pursuant to the Agreement, the Assignee shall execute an appropriate
instrument of release of this Collateral Assignment.
IN WITNESS WHEREOF, the undersigned Owner has executed this Assignment effective
the day and year first above written.
Owner's Signature:
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Witness