17
Split-Dollar Agreement
This Agreement, entered into this 26th day of February, 1999, by and between
Oil-Dri Corporation of America, Inc., (the "Corporation") organized and existing
under the laws of Delaware, and Daniel S. Jaffee (the "Employee").
Witnesseth:
WHEREAS, the "Employee" has rendered competent and faithful services on
behalf of the Corporation and the Corporation highly values the services,
abilities and accomplishments of the Employee; and
WHEREAS, the Corporation desires to encourage the Employee to continue to
render faithful and high quality services to the Corporation; and
WHEREAS, the Corporation is desirous of providing protection for the
beneficiaries of Employee in the event of his untimely death; and
WHEREAS, the Employee has applied for, and is the owner of Life Insurance
Policy Number NO56046450 (the "Policy") in the specified face amount of $760,498
from the Nationwide Insurance Company; and
WHEREAS, the Employee has assigned the Policy to the Corporation as
collateral for amounts to be advanced by the corporation under this Agreement by
an instrument of assignment (the "Collateral Assignment") executed on February
26, 1999, and
NOW THEREFORE, for value received and in consideration of the mutual
covenants and agreements contained herein, the Corporation, for itself, its
successors and assigns, and the Employee for himself, his executors,
administrators and assigns, agree as follows:
18
I. OWNERSHIP RIGHTS IN THE POLICY
A. The Employee shall have all of the ownership rights, options and
privileges permitted by the Policy except those expressly granted to the
Corporation by the terms of this Agreement. The Employee is authorized to borrow
from the policy surrender value only with the written consent of the
Corporation.
B. The Corporation has the right to borrow or to pledge the surrender
value of the Policy to the extent of its interest specified in Paragraph C of
this Article, and as permitted by the terms of this policy.
C. The Corporation's interest in the Policy shall be limited to the total
of the net premiums paid by the Corporation or the surrender value of the
Policy, whatever is the lesser provided such amount is reduced by any
indebtedness (on or secured by the Policy) which is attributable to borrowing by
or on behalf of the Corporation and/or any withdrawals by or on behalf of the
Corporation.
D. The Corporation may not take any action with respect to the policy that
will impair any right or interest of the employee in the policy.
E. The Employee is authorized to change and modify account selection and
percentage portions of the policy investment subaccounts only with the written
consent of the corporation.
II. PREMIUM PAYMENT OPTIONS
A. The Corporation shall contribute the entire premium payable under the
policy while the agreement is in effect.
B. The Employee shall be charged with taxable income by reason of the
economic benefit of the insurance protection received, as determined under the
Revenue Rulings 64-328, 1964-2 C.B. 11 and 66-110, 1966-1 C.B. 12. The
Corporation shall furnish the Employee a statement on Form W-2 of his or her
taxable income, including income, received under this Plan.
III. DIVISION OF DEATH PROCEEDS OF POLICY
In the event that the Employee shall die while this Agreement is in force, the
Corporation shall be entitled to receive from the Policy proceeds an amount
equal to the Corporation's interest in the Policy, as determined under Article
I.C. of this agreement. The portion of the Policy proceeds which is in excess of
the amount paid to the Corporation shall be paid to the beneficiary named by the
Employee in accordance with the terms of the Policy as reflected in the records
of the insurance company.
19
IV. TERMINATION OF AGREEMENT
A. This Agreement may be cancelled by either party at any time while the
Employee is living, upon written notice thereof to the other party and shall
automatically be cancelled upon termination of the Employee's employment during
his/her lifetime with the Corporation. Upon such termination, the Employee shall
have a 60-day option to pay the Corporation an amount equal to the Corporation's
interest in the Policy under Article I.C. in return for the Corporations release
of any claim to the policy. If, within the 60-day-period following the
cancellation of this Agreement by the Employee or Corporation, the employee
fails to exercise said option, then the Employee shall be deemed to have
relinquished all right in the Policy and Corporation will be free to surrender
or take any other action with respect to the Policy as it may desire. If the
Employee fails to pay the Corporation within the 60-day option period, the
Employee agrees upon request of the Corporation to execute any and all
instruments that may be required to transfer all rights, title and interest in
the Policy to the Corporation.
B. Upon the division of death proceeds of the Policy pursuant to Article
III above the Agreement shall terminate.
V. CONFLICT BETWEEN COLLATERAL ASSIGNMENT AND AGREEMENT
In the event that there shall be any conflict between the Agreement and
the Collateral Assignment, the Collateral Assignment shall take precedent over
this Agreement.
VI. AMENDMENT
This Agreement may be amended at any time and from time to time, by written
instrument signed by the Corporation and the employee.
VII. AGREEMENT BINDING UPON PARTIES
This agreement shall bind both the Corporation and the Employee, as well as
their heirs, successors, personal representatives and assigns.
20
VIII. INSURER NOT A PARTY TO AGREEMENT
The insurance Company shall not be deemed a party to this Agreement. Payment or
other performance of its contractual obligation in accordance with the Policy
provisions shall fully discharge the Insurance Company from any and all
liability.
IX. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
The Corporation is hereby designated the Named Fiduciary.
As Named Fiduciary, the Corporation shall be responsible for the management and
administration of this Split-Dollar Plan. The Corporation's Board of Directors
may delegate to others the management and operating responsibilities of the plan
including the employment of advisors and may exercise any other powers necessary
for the discharge of its duties to the extent not in conflict with the
provisions of the Employee Retirement Income Security Act of 1974.
X. CLAIMS PROCEDURE
A claim form or a request for claim information with respect to benefit under
the Plan may be obtained upon written request to the Plan Administrator.
In the event that the claim is in whole or in part denied, the Plan
Administrator shall provide notification of such denial to claimant within 90
days. The notification shall contain the specific reasons for the denial as well
as specific reference to the pertinent Plan provisions upon which the denial is
based. The claimant shall also be informed of the Plan's claim review procedure
and shall be provided with description of the method by which the claim may be
perfected.
A claimant seeking claims review may, within 60 days following receipt by the
claimant of a written claims denial, request a claim's review by written
application to the Named Fiduciary. In connection with the claims review the
claimant shall be afforded an opportunity to review claims documents and submit
comments in writing. A final decision shall be rendered by the Named Fiduciary
within 60 days after receipt of request for review. The decision on review shall
be in writing and shall include, in the event the claims for benefits are wholly
or partially denied:
(1) The specific reasons for the denial;
(2) Specific reference to pertinent Plan provisions upon which the
denial or dispute is based.
21
(3) A description of any additional information necessary for the
claimant to perfect the claim and an explanation of why material or
information is necessary; and
(4) An explanation of the Plan's review procedures.
XI. GOVERNING LAW
This agreement sets forth the entire agreement between the parties hereto, and
any and all prior agreements are hereby superseded. The law of the State of
Illinois shall govern this agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands on the day and year
first hereinabove written.
- --------------------------------- ----------------------------
Employee Witness
Daniel S. Jaffee
- --------------------------------- ----------------------------
Oil-Dri Corporation of America Witness
Michael L. Goldberg
Executive Vice President and Chief Financial Officer
22
Split-Dollar Agreement
This Agreement, entered into this 26th day of February, 1999, by and between
Oil-Dri Corporation of America, Inc., (the "Corporation") organized and existing
under the laws of Delaware, and Michael L. Goldberg (the "Employee").
Witnesseth:
WHEREAS, the "Employee" has rendered competent and faithful services on
behalf of the Corporation and the Corporation highly values the services,
abilities and accomplishments of the Employee; and
WHEREAS, the Corporation desires to encourage the Employee to continue to
render faithful and high quality services to the Corporation; and
WHEREAS, the Corporation is desirous of providing protection for the
beneficiaries of Employee in the event of his untimely death; and
WHEREAS, the Employee has applied for, and is the owner of Life Insurance
Policy Number NO56046440 (the "Policy") in the specified face amount of $255,183
from the Nationwide Insurance Company; and
WHEREAS, the Employee has assigned the Policy to the Corporation as
collateral for amounts to be advanced by the corporation under this Agreement by
an instrument of assignment (the "Collateral Assignment") executed on February
26, 1999, and
NOW THEREFORE, for value received and in consideration of the mutual
covenants and agreements contained herein, the Corporation, for itself, its
successors and assigns, and the Employee for himself, his executors,
administrators and assigns, agree as follows:
23
I. OWNERSHIP RIGHTS IN THE POLICY
A. The Employee shall have all of the ownership rights, options and
privileges permitted by the Policy except those expressly granted to the
Corporation by the terms of this Agreement. The Employee is authorized to borrow
from the policy surrender value only with the written consent of the
Corporation.
B. The Corporation has the right to borrow or to pledge the surrender
value of the Policy to the extent of its interest specified in Paragraph C of
this Article, and as permitted by the terms of this policy.
C. The Corporation's interest in the Policy shall be limited to the total
of the net premiums paid by the Corporation or the surrender value of the
Policy, whatever is the lesser provided such amount is reduced by any
indebtedness (on or secured by the Policy) which is attributable to borrowing by
or on behalf of the Corporation and/or any withdrawals by or on behalf of the
Corporation.
D. The Corporation may not take any action with respect to the policy that
will impair any right or interest of the employee in the policy.
E. The Employee is authorized to change and modify account selection and
percentage portions of the policy investment subaccounts only with the written
consent of the corporation.
II. PREMIUM PAYMENT OPTIONS
A. The Corporation shall contribute the entire premium payable under the
policy while the agreement is in effect.
B. The Employee shall be charged with taxable income by reason of the
economic benefit of the insurance protection received, as determined under the
Revenue Rulings 64-328, 1964-2 C.B. 11 and 66-110, 1966-1 C.B. 12. The
Corporation shall furnish the Employee a statement on Form W-2 of his or her
taxable income, including income, received under this Plan.
III. DIVISION OF DEATH PROCEEDS OF POLICY
In the event that the Employee shall die while this Agreement is in force, the
Corporation shall be entitled to receive from the Policy proceeds an amount
equal to the Corporation's interest in the Policy, as determined under Article
I.C. of this agreement. The portion of the Policy proceeds which is in excess of
the amount paid to the Corporation shall be paid to the beneficiary named by the
Employee in accordance with the terms of the Policy as reflected in the records
of the insurance company.
24
IV. TERMINATION OF AGREEMENT
A. This Agreement may be cancelled by either party at any time while the
Employee is living, upon written notice thereof to the other party and shall
automatically be cancelled upon termination of the Employee's employment during
his/her lifetime with the Corporation. Upon such termination, the Employee shall
have a 60-day option to pay the Corporation an amount equal to the Corporation's
interest in the Policy under Article I.C. in return for the Corporations release
of any claim to the policy. If, within the 60-day-period following the
cancellation of this Agreement by the Employee or Corporation, the employee
fails to exercise said option, then the Employee shall be deemed to have
relinquished all right in the Policy and the Corporation will be free to
surrender or take any other action with respect to the Policy as it may desire.
If the Employee fails to pay the Corporation within the 60-day option period,
the Employee agrees upon request of the Corporation to execute any and all
instruments that may be required to transfer all rights, title and interest in
the Policy to the Corporation.
B. Upon the division of death proceeds of the Policy pursuant to Article
III above the Agreement shall terminate.
V. CONFLICT BETWEEN COLLATERAL ASSIGNMENT AND AGREEMENT
In the event that there shall be any conflict between the Agreement and the
Collateral Assignment, the Collateral Assignment shall take precedence over this
Agreement.
VI. AMENDMENT
This Agreement may be amended at any time and from time to time, by written
instrument signed by the Corporation and the employee.
VII. AGREEMENT BINDING UPON PARTIES
This agreement shall bind both the Corporation and the Employee, as well as
their heirs, successors, personal representatives and assigns.
25
VIII. INSURER NOT A PARTY TO AGREEMENT
The insurance Company shall not be deemed a party to this Agreement. Payment or
other performance of its contractual obligation in accordance with the Policy
provisions shall fully discharge the Insurance Company from any and all
liability.
IX. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
The Corporation is hereby designated the Named Fiduciary.
As Named Fiduciary, the Corporation shall be responsible for the management and
administration of this split-dollar plan. The Corporation's Board of Directors
may delegate to others the management and operating responsibilities of the plan
including the employment of advisors and may exercise any other powers necessary
for the discharge of its duties to the extent not in conflict with the
provisions of the Employee Retirement Income Security Act of 1974.
X. CLAIMS PROCEDURE
A claim form or a request for claim information with respect to benefit under
the Plan may be obtained upon written request to the Plan Administrator.
In the event that the claim is in whole or in part denied, the Plan
Administrator shall provide notification of such denial to claimant within 90
days. The notification shall contain the specific reasons for the denial as well
as specific reference to the pertinent Plan provisions upon which the denial is
based. The claimant shall also be informed of the Plan's claim review procedure
and shall be provided with description of the method by which the claim may be
perfected.
A claimant seeking claims review may, within 60 days following receipt by the
claimant of a written claims denial, request a claim's review by written
application to the Named Fiduciary. In connection with the claims review the
claimant shall be afforded an opportunity to review claims documents and submit
comments in writing. A final decision shall be rendered by the Named Fiduciary
within 60 days after receipt of request for review. The decision on review shall
be in writing and shall include, in the event the claims for benefits are wholly
or partially denied:
(1) The specific reasons for the denial;
(2) Specific reference to pertinent Plan provisions upon which the
denial or dispute is based.
26
(3) A description of any additional information necessary for the
claimant to perfect the claim and an explanation of why material or
information is necessary; and
(4) An explanation of the Plan's review procedures.
XI. GOVERNING LAW
This agreement sets forth the entire agreement between the parties hereto, and
any and all prior agreements are hereby superseded. The law of the State of
Illinois shall govern this agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands on the day and year
first hereinabove written.
- --------------------------------- -----------------------------
Employee Witness
Michael L. Goldberg
- --------------------------------- -----------------------------
Oil-Dri Corporation of America Witness
Daniel S. Jaffee, President &
Chief Executive Officer
27
Split-Dollar Agreement
This Agreement, entered into this 26th day of February, 1999, by and between
Oil-Dri Corporation of America, Inc., (the "Corporation") organized and existing
under the laws of Delaware, and Steven M. Levy (the "Employee").
Witnesseth:
WHEREAS, the "Employee" has rendered competent and faithful services on
behalf of the Corporation and the Corporation highly values the services,
abilities and accomplishments of the Employee; and
WHEREAS, the Corporation desires to encourage the Employee to continue to
render faithful and high quality services to the Corporation; and
WHEREAS, the Corporation is desirous of providing protection for the
beneficiaries of Employee in the event of his untimely death; and
WHEREAS, the Employee has applied for, and is the owner of Life Insurance
Policy Number NO56046460 (the "Policy") in the specified face amount of $130,812
from the Nationwide Insurance Company; and
WHEREAS, the Employee has assigned the Policy to the Corporation as
collateral for amounts to be advanced by the corporation under this Agreement by
an instrument of assignment (the "Collateral Assignment") executed on February
26, 1999, and
NOW THEREFORE, for value received and in consideration of the mutual
covenants and agreements contained herein, the Corporation, for itself, its
successors and assigns, and the Employee for himself, his executors,
administrators and assigns, agree as follows:
28
I. OWNERSHIP RIGHTS IN THE POLICY
A. The Employee shall have all of the ownership rights, options and
privileges permitted by the Policy except those expressly granted to the
Corporation by the terms of this Agreement. The Employee is authorized to borrow
from the policy surrender value only with the written consent of the
Corporation.
B. The Corporation has the right to borrow or to pledge the surrender
value of the Policy to the extent of its interest specified in Paragraph C of
this Article, and as permitted by the terms of this policy.
C. The Corporation's interest in the Policy shall be limited to the total
of the net premiums paid by the Corporation or the surrender value of the
Policy, whatever is the lesser provided such amount is reduced by any
indebtedness (on or secured by the Policy) which is attributable to borrowing by
or on behalf of the Corporation and/or any withdrawals by or on behalf of the
Corporation.
D. The Corporation may not take any action with respect to the policy that
will impair any right or interest of the employee in the policy.
E. The Employee is authorized to change and modify account selection and
percentage portions of the policy investment subaccounts only with the written
consent of the corporation.
II. PREMIUM PAYMENT OPTIONS
A. The Corporation shall contribute the entire premium payable under the
policy while the agreement is in effect.
B. The Employee shall be charged with taxable income by reason of the
economic benefit of the insurance protection received, as determined under the
Revenue Rulings 64-328, 1964-2 C.B. 11 and 66-110, 1966-1 C.B. 12. The
Corporation shall furnish the Employee a statement on Form W-2 of his or her
taxable income, including income, received under this Plan.
III. DIVISION OF DEATH PROCEEDS OF POLICY
In the event that the Employee shall die while this Agreement is in force, the
Corporation shall be entitled to receive from the Policy proceeds an amount
equal to the Corporation's interest in the Policy, as determined under Article
I.C. of this agreement. The portion of the Policy proceeds which is in excess of
the amount paid to the Corporation shall be paid to the beneficiary named by the
Employee in accordance with the terms of the Policy as reflected in the records
of the insurance company.
29
IV. TERMINATION OF AGREEMENT
A. This Agreement may be cancelled by either party at any time while the
Employee is living, upon written notice thereof to the other party and shall
automatically be cancelled upon termination of the Employee's employment during
his/her lifetime with the Corporation. Upon such termination, the Employee shall
have a 60-day option to pay the Corporation an amount equal to the Corporation's
interest in the Policy under Article I.C. in return for the Corporations release
of any claim to the policy. If, within the 60-day-period following the
cancellation of this Agreement by the Employee or Corporation, the employee
fails to exercise said option, then the Employee shall be deemed to have
relinquished all right in the Policy and the Corporation will be free to
surrender or take any other action with respect to the Policy as it may desire.
If the Employee fails to pay the Corporation within the 60-day option period,
the Employee agrees upon request of the Corporation to execute any and all
instruments that may be required to transfer all rights, title and interest in
the Policy to the Corporation.
B. Upon the division of death proceeds of the Policy pursuant to Article
III above the Agreement shall terminate.
V. CONFLICT BETWEEN COLLATERAL ASSIGNMENT AND AGREEMENT
In the event that there shall be any conflict between the Agreement and the
Collateral Assignment, the Collateral Assignment shall take precedence over this
Agreement.
VI. AMENDMENT
This Agreement may be amended at any time and from time to time, by written
instrument signed by the Corporation and the employee.
VII. AGREEMENT BINDING UPON PARTIES
This agreement shall bind both the Corporation and the Employee, as well as
their heirs, successors, personal representatives and assigns.
30
VIII. INSURER NOT A PARTY TO AGREEMENT
The insurance Company shall not be deemed a party to this Agreement. Payment or
other performance of its contractual obligation in accordance with the Policy
provisions shall fully discharge the Insurance Company from any and all
liability.
IX. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
The Corporation is hereby designated the Named Fiduciary.
As Named Fiduciary, the Corporation shall be responsible for the management and
administration of this split-dollar plan. The Corporation's Board of Directors
may delegate to others the management and operating responsibilities of the plan
including the employment of advisors and may exercise any other powers necessary
for the discharge of its duties to the extent not in conflict with the
provisions of the Employee Retirement Income Security Act of 1974.
X. CLAIMS PROCEDURE
A claim form or a request for claim information with respect to benefit under
the Plan may be obtained upon written request to the Plan Administrator.
In the event that the claim is in whole or in part denied, the Plan
Administrator shall provide notification of such denial to claimant within 90
days. The notification shall contain the specific reasons for the denial as well
as specific reference to the pertinent Plan provisions upon which the denial is
based. The claimant shall also be informed of the Plan's claim review procedure
and shall be provided with description of the method by which the claim may be
perfected.
A claimant seeking claims review may, within 60 days following receipt by the
claimant of a written claims denial, request a claim's review by written
application to the Named Fiduciary. In connection with the claims review the
claimant shall be afforded an opportunity to review claims documents and submit
comments in writing. A final decision shall be rendered by the Named Fiduciary
within 60 days after receipt of request for review. The decision on review shall
be in writing and shall include, in the event the claims for benefits are wholly
or partially denied:
(1) The specific reasons for the denial;
(2) Specific reference to pertinent Plan provisions upon which the
denial or dispute is based.
31
(3) A description of any additional information necessary for the
claimant to perfect the claim and an explanation of why material or
information is necessary; and
(4) An explanation of the Plan's review procedures.
XI. GOVERNING LAW
This agreement sets forth the entire agreement between the parties hereto, and
any and all prior agreements are hereby superseded. The law of the State of
Illinois shall govern this agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands on the day and year
first hereinabove written.
- --------------------------------- ----------------------------
Employee Witness
Steven M. Levy
- --------------------------------- ----------------------------
Oil-Dri Corporation of America Witness
Michael L. Goldberg
Executive Vice President and Chief Financial Officer