Exhibit (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, 100% 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 the Participant has no spouse living at the time of the Participant's
death, or if a Participant's surviving spouse dies before completion of the
10 years of payments, a lump sum will be paid to Participant's Beneficiary
in the amount of all remaining payments which have not been previously paid
to the Participant or to the Participant's spouse, if applicable.
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: ___________________________________
Title: ___________________________________
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: