Exhibit 10(l)
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
This Executive Life Insurance Plan (the "Plan") is adopted as of the 8th
day of June, 1994 (the "Effective Date") by Standex International
Corporation, a Delaware corporation, with executive offices at 6 Manor
Parkway, Salem, New Hampshire 03079 (the "Company").
ARTICLE 1
Purpose
The purpose of the Plan is to provide a life insurance benefit and, with
the consent of the Company, a supplemental retirement benefit in lieu of
the life insurance benefit to certain Employees of the Company in order
to encourage such Employees to continue their employment and to induce
desirable persons to enter into the Company's employ in the future.
ARTICLE 2
Definitions
Except as otherwise provided, the following terms shall have the
definitions indicated in this Article 2 whenever used in this Plan with
initial capital letters:
"Beneficiary" means the person or persons designated on the Designation
of Beneficiary Form (attached hereto as Exhibit B) as the recipient of a
death benefit.
"Compensation" means all earnings and/or net commissions of a Participant
from the Company paid or made available with respect to a calendar year
which are reportable for federal income tax purposes on Form W-2 (or its
successor), but not including, any reimbursement for expenses, or any
income attributable to:
(a) payments made by the Company in connection with a
relocation;
(b) premiums paid by the Company for life insurance
coverage;
(c) the exercise of any stock appreciation rights;
(d) the exercise of any stock option;
(e) interest on a home purchase loan or stock option loan;
or
(f) the use of any Company-owned or Company-leased
automobile.
"Eligible Employee" means an Employee who has been designated by
the Chief Executive Officer of the Company and approved by the
Company's Board of Directors as being eligible to participate in
the Plan.
"Employee" means any person employed by the Company on a
regular, full-time, salaried basis.
"Enrollment Agreement" means the written agreement substantially
in the form of Exhibit A attached hereto entered into by the
Company and an Eligible Employee pursuant to which the Eligible
Employee becomes a Participant in the Plan.
"Insurer" means such insurance company which the Company may
from time to time utilize to provide insurance coverage for
certain benefits under the Plan.
"Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Company,
which Enrollment Agreement has been executed by the Company.
"Policy" with respect to a particular Participant means any
policy or policies of life insurance on that Participant's life
acquired by the Company to provide the life insurance benefits
under this Plan.
"Retire or Retirement" means a situation in which a Participant
has terminated employment with the Company such that, under the
Standex International Corporation Retirement Plan, he or she is
considered as retired and receiving benefits thereunder or about
to receive such benefits.
"Supplemental Retirement Income Benefit" means the benefit
payable to a Participant in accordance with Article 4 of this
Plan.
ARTICLE 3
Life Insurance Benefit
3.01 Insurance Policy.
The Company has purchased or will purchase a Policy from the
Insurer with respect to each Participant in this Plan, provided
the Participant is able to meet the requirements of the Insurer
including, but not limited to physical condition and risk
factors. The Company and the Participant agree to take all
reasonable actions to cause the Insurer to issue the Policy.
3.02 Ownership of Policy.
Except as may otherwise be provided herein, the Company shall be
the sole and absolute owner of the Policy, and may exercise any
and all ownership rights granted to the owner thereof by the
terms of the Policy.
3.03 Payment of Death Benefit Prior to Retirement.
(a) Upon the death of a Participant while the Participant is an
Employee of the Company the total amount provided as a
death benefit under the Policy shall be paid in the
following order of priority:
(1) All loans against the Policy shall first be repaid;
(2) The Company shall, to the extent that the Policy
proceeds have not be exhausted, next be paid from the
death benefit the total amount of the Policy premiums
on such Policy claimed to have been paid by the
Company since the Policy was taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to
the extent that the Policy proceeds have not be
exhausted, next be paid an amount equal to three times
the Participant's Compensation in the calendar year
immediately preceding the year in which his or her
death occurs; and
(4) The Company shall receive the balance, if any, of the
death benefit remaining after the payments provided
for above.
(b) Notwithstanding any provision to the contrary, in the event
that, for any reason whatsoever, no death benefit is
payable under the Policy upon the death of the Participant
but, in lieu thereof, the Insurer refunds all or any part
of the premiums paid for the Policy, the Company and the
Participant's Beneficiary shall share such premiums based
on their respective cumulative payments toward those
premiums.
3.04 Designation of Beneficiary.
The Participant may select one or more Beneficiaries to receive
the portion of the death benefit specified in Section 3.03(a)(3)
by completing the Designation of Beneficiary Form attached
hereto as Exhibit B and by delivering the form to the Company.
Upon receipt of such form, the Company shall execute and deliver
to the Insurer a Disposition of Proceeds Endorsement (Exhibit C)
with the Beneficiary Designation Form attached.
3.05 Dividends.
Any dividend declared on the Policy shall be applied to purchase
paid-up additional insurance on the life of the Participant.
The Company and the Participant agree that the dividend election
provisions of the Policy shall be consistent with this
provision.
3.06 Payment of Premiums.
On or before the due date of each Policy premium, or within the
grace period provided therein, the Company shall, except to the
extent premiums are satisfied with borrowings under the Policy,
pay the full amount of the premium to the Insurer and shall,
upon request, promptly furnish the Participant evidence of
timely payment of such premium.
On or about December 15th in each year prior to Retirement, each
Participant will contribute to the cost of maintaining the
Policy or Policies on his or her life by paying to the Company
an amount equal to the economic benefit (based on the lowest
term life insurance rates of the Insurer) of the life insurance
coverage provided by the Policy or Policies. On or about
December 1st in each year, the Company shall furnish to the
Participant a statement estimating the economic benefit of such
coverage.
3.07 Continuation of Life Insurance Benefit in Retirement;
Vested Amount.
A Participant who Retires from employment with the Company
shall, to the extent he or she is vested on his or her
retirement date, be continued to be covered by the Policy for
the balance of his or her life as long as he or she has not
begun to receive the Supplemental Retirement Income Benefit
specified in Article 4. Upon the death of a Retired Participant
the total amount provided as a death benefit under the Policy
shall be paid in the order of priority and in the amounts
specified in Section 3.03(a), provided, however, that the amount
paid under subsection (3) of that Section shall be three times
the Participant's Compensation in the calendar year immediately
preceding the year in which his or her Retirement occurred
multiplied by the applicable percentage from the following
table:
Number of Full Years of Employment
With the Company in the capacity
of Division President or
Executive Corporate Officer Percentage
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
3.08 Limitation on Benefits.
A Participant's benefit and the benefit of any Beneficiary under
this Article 3 are subject to such Participant having satisfied
any requirements of the Insurer as to certain conditions,
including good health, at the time that the Company applies for
new or increased insurance coverage to provide benefits
hereunder.
3.09 Assignment of Participant's Interest in Insurance.
Notwithstanding any provision hereof to the contrary, a
Participant shall have the right to absolutely and irrevocably
assign by gift all of the Participant's right, title and
interest in and to the life insurance death benefits provided
under this Article 3. This right shall be exerciseable by the
execution and delivery to the Company of a written assignment,
in substantially the form attached hereto as Exhibit D. Upon
receipt of such written assignment executed by the Participant
and duly accepted by the assignee thereof, the Company shall
consent thereto in writing, and shall thereafter treat the
Participant's assignee as the sole owner of all of the
Participant's right, title and interest in and to the life
insurance death benefits provided under this Article 3.
Thereafter, the Participant shall have no right, title or
interest in and to such death benefits. The Participant's
assignment of all of his or her right, title and interest in and
to the death benefit shall not reduce or eliminate the
Participant's conditional right to receive the Supplemental
Retirement Income Benefit under Article 4.
3.10 Termination of Participation in Life Insurance Benefit.
The participation of any Participant in the Life Insurance
Benefit provided in this Article 3 will be automatically
terminated by the occurrence of any of the following:
(a) Written notice from the Participant to the Company of a
desire to terminate participation in the Plan;
(b) Deposit by the Company of the first payment of the
Supplemental Retirement Income Benefit in the U. S. Mails.
(c) Termination of the Participant's employment with the
Company (other than due to the Participant's death) prior
to Retirement; or
(d) The removal of the Participant from the position of a
Division President or an Executive Corporate Officer of the
Company (other than upon death or Retirement).
3.11 Disposition of Policy Upon Termination of Participation.
Upon termination of a Participant's participation in the Life
Insurance Benefit for any reason listed in Section 3.10, all of
the rights of the Participant in or to the Policy or those of
his or her assignee, or any of their heirs, assigns or
beneficiaries shall be automatically terminated and released.
The Company may surrender or cancel 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 such Policy.
ARTICLE 4
Supplemental Retirement Income Benefit
4.01 Eligibility for Benefit.
A Participant may request participation in the Supplemental
Retirement Income Benefit in lieu of coverage under the Life
Insurance Benefit. Upon consent of the Company to such request,
the Participant shall be eligible to receive a Supplemental
Retirement Income Benefit provided hereunder from the Company
provided the Participant Retires from employment with the
Company.
Notwithstanding any other provision hereof, the Participant's
entitlement to receive this Supplemental Retirement Income
Benefit shall terminate, without notice, in the event of the
death of the Participant prior to the deposit in the U. S. Mails
by the Company of the first payment of the Supplemental
Retirement Income Benefit.
4.02 Vesting.
A Participant's conditional right to receive the Supplemental
Retirement Income Benefit at Retirement shall vest 20% per year
(up to a maximum of 100%) upon the completion of each full year
in the capacity of Division President or Executive Corporate
Officer of the Company with said vesting commencing upon the
completion of the Participant's employment for five full years
in such a capacity. This vesting is illustrated in the
following table:
Number of Full Years of Employment
With the Company in the capacity
of Division President or Vesting
Executive Corporate Officer Percentage
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
4.03 Amount of Benefit.
Each monthly Supplemental Retirement Income Benefit payment
shall be equal to one-twelfth of thirty percent (30%) of the
average of the Participant's Compensation for the three
consecutive calendar years of highest Compensation preceding the
date on which the Participant Retires and then multiplied by the
Participant's vesting percentage (as set forth in the vesting
table in Section 4.02) at the time of Retirement. The payments
shall be in the form of substantially equal monthly installment
payments, for a period of 10 years, commencing as soon as
practicable following the date the Participant Retires from
employment with the Company.
4.04 Death Benefit After Commencement of Retirement Benefits.
In the event of the Participant's death after the deposit in the
U. S. Mails by the Company of the first payment of the
Supplemental Retirement Income Benefit, but prior to the
completion of all such payments due and owing hereunder, 50% of
the monthly amount previously paid to the Participant shall be
continued to be paid to the Participant's surviving spouse, if
any, on a monthly basis, until the earlier of: (i) the
expiration of the original 10 year period or (ii) the death of
the spouse. If Participant has no spouse living at the time of
the Participant's death, the payments will then cease.
4.05 Offset for Obligations to Company.
If, at such time as the Participant becomes entitled to receive
Supplemental Retirement Income Benefit payments pursuant to this
Article 4, the Participant has any debt, obligation or other
liability representing an amount due and owing to the Company,
the Company may offset the amount owed it against the amount of
benefits otherwise distributable hereunder.
4.06 No Trust Created.
Notwithstanding anything in this Plan, no action taken pursuant
to its provisions by either the Company or any Participant shall
create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Company and the Participant,
his or her spouse or any other person or entity except to the
limited extent set forth in Section 5.01 herein.
4.07 Benefits Payable Only From General Corporate Assets;
Unsecured General Creditor Status of Participant.
Supplemental Retirement Income Benefit payments to the
Participant or his or her spouse shall be made from assets which
shall continue, for all purposes, to be a part of the general,
unrestricted assets of the Company. No persons shall have any
interest in any such assets by virtue of the provisions of this
Plan. The Company's obligation hereunder shall be an unfunded
and unsecured promise to pay money in the future. To the extent
that any person acquires a right to receive payments from the
Company under the provisions of this Plan, such right shall be
no greater than the right of any unsecured general creditor of
the Company.
4.08 Benefits Not Transferable.
Neither the Participant, his or her spouse, his or her
Beneficiary, nor any other person with a beneficial interest
under this Plan shall have any power or right to transfer,
assign, anticipate, hypothecate or otherwise encumber any part
or all of the amounts payable under this Article 4. No such
amounts shall be subject to seizure by any creditor or any such
Beneficiary, by a proceeding at law or in equity, nor shall such
amounts be transferable by operation of law in the event of
bankruptcy, insolvency or death of the Participant, his or her
spouse, his or her Beneficiary, or any other person with a
beneficial interest hereunder. Any such attempt at assignment
or transfer shall be void. These restrictions on the transfer
or assignment shall not limit the Participant's right to assign
his right, title and interest in the life insurance death
benefit provided in Section 3.09.
ARTICLE 5
Plan Administration
5.01 Named Fiduciary, Determination of Benefits, Claims
Procedure and Administration.
The Company is hereby designated as the named fiduciary under
this Plan. The named fiduciary shall have authority to control
and manage the operation and administration of this Plan through
a plan administrator designated by it, and it shall be
responsible for establishing and carrying out a funding policy
and method consistent with the objectives of this Plan. The
Company shall also have the power to establish, adopt or revise
such rules and regulations as it may deem advisable for the
administration of the Plan. The interpretation and construction
of the Plan by the Company and any action taken thereunder,
shall be binding and conclusive upon all parties in interest.
No officer, Employee or agent of the Company shall, in any
event, be liable to any person for any action taken or omitted
to be taken in connection with the interpretation, construction
or administration of the Plan, so long as such action or
omission to act is made in good faith. An Employee of the
Company serving as plan administrator shall be eligible to
participate in the Plan while serving as such, but no such
Employee shall vote or act upon any matter that relates solely
to such Employee's interest in the Plan as a Participant.
5.02 Claim Procedures
(a) Claim. A person who believes that he is being denied a
benefit to which he is entitled under the Plan (hereinafter
referred to as a "Claimant") may file a written request for
such benefit with the Company, setting forth his or her
claim. The request must be addressed to the CEO of the
Company at its then principal executive offices.
(b) Claim Decision. Upon receipt of a claim, the CEO shall
advise the Claimant that a reply will be forthcoming within
90 days and shall, in fact, deliver such reply within such
period. The CEO may, however, extend the reply period for
an additional 90 days for reasonable cause.
If the claim is denied in whole or in part, the CEO shall issue
a written opinion, using language calculated to be understood by
the Claimant, setting forth:
(i) the specific reason or reasons for such denial;
(ii) the specific reference to pertinent provisions of
this Plan on which such denial is based;
(iii) 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; and
(iv) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim
for review.
ARTICLE 6
Miscellaneous
6.01 No Contract of Employment.
Nothing contained herein shall be construed to be a contract of
employment for any period of time, nor as conferring upon a
Participant the right to continue in the employ of the Company
in any capacity.
6.02 Amendment of Plan.
This Plan may be amended by the Company at any time, by delivery
of written notice of such amendment to the Participants,
provided, however, that no such amendment shall in any material
way adversely affect any rights of a Participant, to the extent
vested, in the Life Insurance Benefit after Retirement or any
rights of a Retired Participant or spouse who is receiving
payments under the Supplemental Retirement Income Benefit.
6.03 Conflicting Provisions.
In the event of a conflict between the provisions of this Plan
and the provisions of any endorsement to a Policy, beneficiary
designation or other document related to a Policy, the
provisions of this Plan shall prevail. No party shall assert or
enforce any right which it may have in a Policy, the beneficiary
designation thereunder, or other document which is inconsistent
with the rights established by this Plan.
6.04 Notice.
Any notice, consent or demand required or permitted to be given
under the provisions of this Plan 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 Company. The date of such mailing shall be
deemed the date of notice, consent or demand. Either party may
change the address to which notice is to be sent by giving
notice of the change of address in the manner aforesaid.
6.05 Governing Law.
This Plan shall be governed by and construed in accordance with
the internal laws of the State of New Hampshire.
IN WITNESS WHEREOF, the Company has executed this Plan, such
execution first having been duly authorized by the Salary and
Employee Benefits Committee of the Board of Directors of the
Company pursuant to a delegation of authority from said Board of
Directors.
STANDEX INTERNATIONAL CORPORATION
By:/s/Thomas L. King
Title: Chairman of the Board/C.E.O.
EXHIBIT A
ENROLLMENT AGREEMENT
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
Name of Employee:
Social Security No.:
I hereby elect to participate in the Executive Life
Insurance Plan (the "Plan") of Standex International
Corporation (the "Company"), a copy of which I have received
and read. By signing this Enrollment Agreement, I agree to be
bound by the terms of the Plan. I have designated my
beneficiary on a Designation of Beneficiary form.
I authorize and direct the Company, subject to the
provisions of the Plan, to obtain and own insurance policies
on my life. This authorization and direction applies to this
Plan as presently constituted, or hereafter amended, for which
I am or may become eligible and shall continue to apply until
revoked by me in writing.
Dated _______________ ______________________________
Employee Signature
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
EXHIBIT B Page 1 of 2
DESIGNATION OF BENEFICIARY
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
To: Standex International Corporation
Attention: Corporate Benefits Department
Designation.
Pursuant to the provisions of the Executive Life Insurance
Plan, dated as of June l, 1994, (the "Plan"), of Standex
International Corporation (the "Company"), I hereby designate the
following as my primary and contingent beneficiaries under the
Plan, to receive payment of any benefits that may be due and
payable upon my death while a Participant in the Plan:
Primary Beneficiary
Last Name, First, Age Relationship
Middle Initial
_________________________________ ________ ______________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
Contingent Beneficiary
Last Name, First, Age Relationship
Middle Initial
_________________________________ ________ ______________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
EXHIBIT B Page 2 of 2
All sums to which this Designation of Beneficiary applies shall
be paid pursuant to the terms of the Plan. All prior designations
of beneficiaries which are inconsistent with the provisions of this
Designation of Beneficiary, if any, are hereby revoked.
Reservation of Revocation.
Unless otherwise provided by law, I hereby reserve the right to
amend, change or revoke in its entirety this Designation of
Beneficiary by filing a new form with the Company.
Effective Date.
It is hereby agreed that this Designation of Beneficiary shall
not become effective unless and until it is approved by the Company.
EMPLOYEE:
Dated: ______________
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
EXHIBIT C Page 1 of 2
DISPOSITION OF PROCEEDS ENDORSEMENT
{To be filed by the Company in duplicate with
the Insurer upon enrollment of Participant in
the Plan, and at the time that the Participant
files any change in beneficiary with the
Company. The Company must attach a copy of
the Beneficiary Designation Form, completed by
the Participant, to this Beneficiary
Provision. The Company shall also notify the
Insurer, upon the death of the Participant, of
the amounts to which the Company and other
beneficiaries are entitled.}
Name of Insurer:
Name of Policy Owner: Standex International Corporation (the
"Company")
Name of Insured:
Policy Number:
I. Disposition of Proceeds. The proceeds due under the
Policy by reason of the death of the insured shall be paid in the
following order of priority:
(1) All loans against the Policy shall first be
repaid;
(2) The Company shall, to the extent that the Policy
proceeds have not be exhausted, next be paid from
the death benefit the total amount of the Policy
premiums on such Policy claimed to have been paid
by the Company since the Policy was taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall,
to the extent that the Policy proceeds have not be
exhausted, next be paid an amount equal to three
times the Participant's Compensation in the
calendar year immediately preceding the year in
which his or her death occurs; and
(4) The Company shall receive the balance, if any, of
the death benefit remaining after the payments
provided for above.
EXHIBIT C Page 2 of 2
2. Release of Insurer. The receipt by the insurer of
a statement signed by the Company setting forth the amount
claimed to be due each beneficiary in connection with this
Policy, shall be conclusive as to the amount due each
beneficiary, and the Insurer shall be fully acquitted, discharged
and released from the claims of all persons having an interest in
this Policy for the amount so paid.
STANDEX INTERNATIONAL CORPORATION
Policy Owner
Dated: ________________ By:
The Insurer hereby acknowledges receipt of a copy of
this Beneficiary Provision.
Insurer
Dated: _________________ By:
EXHIBIT D Page 1 of 2
IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS
THIS ASSIGNMENT, dated this _____ day of ______________,
199___,
WITNESSETH THAT:
WHEREAS, the undersigned (the "Assignor") is a participating
employee in the Executive Life Insurance Plan (the "Plan"), which
Plan is provided by Standex International Corporation (the
"Company"). The Plan 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 the Plan, the
Assignor retained the right, exerciseable by the execution and
delivery to the Company of a written form of assignment, to
absolutely and irrevocably assign all of the Assignor's right,
title and interest in and to the life insurance death benefit
provided under the Plan to an assignee; and
WHEREAS, the Assignor desires to exercise that 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")
whose last known address is
_________________________________________________________________
___ all of the Assignor's right, title and interest in and to the
life insurance death benefit provided under the Plan, intending
that, from and after this date, the Assignor shall neither have
nor retain any right, title or interest therein.
Assignor
EXHIBIT D Page 2 of 2
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 life insurance death benefit provided in the Plan, and the
undersigned hereby agrees to be bound by all of the terms and
conditions of the Plan as they apply to the life insurance death
benefit, as if the Assignee were the original employee party to
the Plan.
Dated: ______________
Assignee
CONSENT TO ASSIGNMENT
The undersigned Company hereby consents to the foregoing
assignment of all of the right, title and interest of the
Assignor in and to the life insurance death benefit provided
under the Plan, to the Assignee designated therein. The Company
hereby agrees that, from and after the date hereof, the Company
shall look solely to such Assignee for the performance of all
obligations with respect to the life insurance death benefit
under the Plan which were heretofore the responsibility of the
Assignor, shall allow all rights and benefits provided therein to
the Assignor to be exercised only by the Assignee, and shall
hereafter treat said Assignee in all respects as if the original
employee party to the Plan.
STANDEX INTERNATIONAL CORPORATION
Dated: _______________ By:
Title: