Final Draft
10/18/94
DEFINED BENEFIT DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, dated , is between
("Employer") and ("Employee").
A. Employee is a key executive of Employer.
B. Employer desires to assure itself of the continued benefit of
Employee's services until his retirement, by providing an incentive for
Employee to continue his employment with Employer.
C. This Agreement is intended by Employer to provide an
incentive to Employee to continue his employment with Employer until his
retirement.
The parties agree as follows:
SECTION 1
RETIREMENT BENEFITS
Upon the later of Employee's (1) attainment of age 62, (2)
retirement under Employer's qualified pension plan known as the "
" or under any successor qualified plan ("Employer's Pension Plan") on
or after Employee's attainment of age 62, or (3) retirement under Employer's
Pension Plan prior to Employee's attainment of age 62 provided that his
retirement is a bona fide retirement in that Employee has concluded his active
working life, as determined by Employer, and neither engages in nor pursues
any other trade, business, occupation, or employment, Employee shall receive
from Employer the Principal Sum, payable, at Employee's election submitted in
writing to in ten yearly installments beginning not
later than the first day of the month coinciding with or following the later
of his attainment of age 62 or his bona fide retirement from Employer. The
term "Principal Sum" means the sum determined in accordance with the following
schedule:
Employee's Last
Base Annual Salary Principal Sum
Less than $100,000 $ 50,000
$100,000 but less than $200,000 $100,000
$200,000 or more $150,000
The Employee's last base annual salary consists only of Employee's base
monthly salary multiplied by 12 and excludes bonuses or any other
extraordinary compensation.
If Employee dies before receipt of the final installment due under
this Agreement, the remaining monthly or yearly installments shall be paid to
the individual or individuals designated in writing by Employee to
or, in the absence of a designation, to Employee's estate at the
times that the installments would have been paid to Employee had he survived.
However, upon demonstration of hardship to Employer's satisfaction by the
individual or individuals so designated, the remaining balance may be paid in
one lump sum. If Employee's employment with Employer is terminated,
voluntarily or
involuntarily, before his attainment of age 62 for any reason other than a
bona fide retirement as described in the first sentence of this Section,
Employee shall not be entitled to any benefits under this Agreement.
SECTION 2
NAMED FIDUCIARY
For purposes of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), Employer is the named fiduciary of this Agreement.
Employer shall have the authority to control and manage the operation and
administration of this Agreement. However, Employer may allocate its
responsibilities for the operation and administration of this Agreement,
including the designation of persons who are not named fiduciaries to carry
out fiduciary responsibilities. A copy of this Agreement shall be retained by
Employer and made available for examination at Employer's Corporate Office
located in . Upon written request, a copy of this
Agreement and other information shall be provided to the parties.
SECTION 3
CLAIMS PROCEDURES
Benefits shall be payable in accordance with the terms of this
Agreement. If Employee or his designated beneficiary fails to receive
benefits to which Employee or the beneficiary believes he or she is entitled,
a claim may be filed. Any claim for a benefit under this Agreement shall be
filed in writing by Employee or the beneficiary ("Claimant") or by the
Claimant's authorized representative which is reasonably calculated to bring
the claim to Employer's attention.
If a claim for a benefit is wholly or partially denied by Employer,
a written notice of the decision shall be furnished to the Claimant by
Employer within a reasonable period of time not to exceed 90 days after
receipt of the claim by Employer unless special circumstances require an
extension of time for processing, in which case notification shall be rendered
as soon as possible, but not later than 180 days after the claim's receipt.
If an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to termination of the
initial 90 day period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which Employer
expects to render final notification. The notice of denial shall be written
in a manner calculated to be understood by the Claimant and shall set forth
(1) the specific reason or reasons for the denial, (2) a specific reference to
the pertinent Agreement provisions upon which the denial is based, (3) a
description of any additional material or information necessary for the
Claimant to perfect the claim and an explanation of why the material or
information is necessary, and (4) an explanation of the Agreement's claim
review procedures. Within 60 days after the Claimant's receipt of written
notice of the claim's denial, the Claimant, or his duly authorized
representative, may file a written request with Employer requesting a full and
fair review of the denial of the Claimant's claim for benefits. In connection
with the Claimant's appeal of the denial of his claim for benefits, the
Claimant may review pertinent documents and may submit issues and comments in
writing. A decision on review of a denied claim shall be made not later than
60 days after Employer's receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered within a reasonable period of time, but not later
than 120 days after receipt of a request for review. If an extension of time
for processing is required, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial 60-day period. The
extension notice shall indicate the special circumstances requiring an
extension of time and the date by which Employer expects to render the final
decision. The decision on review shall be written in a manner calculated to
be understood by the Claimant and shall include the specific reason or reasons
for the decision and the specific reference to the pertinent Agreement
provisions on which the decision is based.
SECTION 4
PAYMENT OF BENEFITS
The benefits under this Agreement shall be paid solely from
Employer's general assets. Employee and his beneficiary or beneficiaries,
shall not have any interest in any specific assets of Employer under the terms
of this Agreement. This Agreement shall not be considered to create an escrow
account, trust fund or other funding arrangement of any kind or a fiduciary
relationship between Employee and Employer.
SECTION 5
THIS AGREEMENT IS NOT A CONTRACT FOR EMPLOYMENT
This Agreement shall not constitute an employment contract for a
definite term or in any way act as a restriction on the right of Employer to
discharge Employee at any time or the right of Employee to terminate
employment at any time. This Agreement is strictly a voluntary undertaking on
Employer's part and this Agreement shall not be deemed to be consideration
for, or an inducement to, or a condition of, the employment of Employee.
SECTION 6
NONALIENATION OF BENEFITS
Neither Employee nor his beneficiary shall have any right to
anticipate, pledge, alienate, or assign any rights under this Agreement, and
any effort to do so shall be null and void. The benefits payable under this
Agreement shall be exempt from the claims of Employee's or his beneficiary's
creditors or other claimants and from all orders, decrees, levies and
executions, and any other legal process to the fullest extent that may be
permitted by law.
SECTION 7
TERMINATION OF THIS AGREEMENT
This Agreement may be terminated at any time by Employer's action.
However, the termination of this Agreement shall not become effective until
Employee is notified in writing as to the termination of this Agreement. Upon
the effective date of the termination of this Agreement, Employer's payment
obligations under this Agreement shall cease.
SECTION 8
AMENDMENT OF AGREEMENT
This Agreement may be altered, amended or modified at Employer's
discretion.
SECTION 9
INTERPRETATION OF AGREEMENT
This Agreement shall be construed and administered by the laws of
the State of Indiana to the extent those laws are not preempted by the laws of
the United States of America.
SECTION 10
BINDING AGREEMENT
This Agreement shall bind all parties, and their successors,
assigns, and any beneficiary.
SECTION 11
INTENT OF PARTIES
This Agreement is designed to meet applicable exemptions under
Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA and under
Department of Labor Regulations Section 2520.104-23.
EXECUTED by Employer and Employee effective as the date first above
written.
EMPLOYER
By:
EMPLOYEE
( )
Final Draft
10/18/94
Final Draft
10/18/94
EXECUTIVE SUPPLEMENTAL LIFEINSURANCE PROGRAM SPLIT DOLLAR AGREEMENT I
THIS AGREEMENT, dated _________________, is between
___________________ ("Employer") and ______________________________
("Employee"):
A. Employer currently has in effect an Executive Supplemental Life
Insurance Program (the "Program") for a select group of Employer's executive
employees designated by Employer's Board of Directors (the "Board of
Directors").
B. On ____________________________ Employee became eligible to
participate in the Program.
C. Employer and Employee are agreeable to entering into this
Agreement which governs Employee's participation in the Program.
The parties agree as follows:
SECTION 1
LIFE INSURANCE POLICY
In furtherance of the Agreement's purposes, Employer has applied for
a life insurance policy (the "Policy") on the life of Employee from General
American Life Insurance Company (the "Insurer"). The amount of life insurance
coverage provided for Employee under the Policy is based on Employee's base
annual salary (consisting only of Employee's base monthly salary multiplied by
12 and excluding bonuses or any other extraordinary compensation) in effect at
the date of determination (as defined in Section 6.a.), in accordance with the
following schedule:
Employee's Base Annual Salary Life Insurance Coverage
Less than $100,000 $ 50,000
$100,000 but less than $200,000 $100,000
$200,000 or more $150,000
provided, however, that the actual amount of life insurance coverage available
for Part One and Part Two under the Policy (as defined in Section 6) shall be
equal to the Policy's face amount on the date of determination.
Although the amount of life insurance coverage for Employee under
the Policy is intended to be adjusted based upon changes in Employee's base
annual salary in accordance with the above schedule, the number of the Policy
shall not change. The Policy number, initial amount of life insurance
coverage, and date the Policy was issued are as follows:
Initial Amount of Life Date Policy
Policy Number Insurance Coverage Issued
_____________ ________________ ___________
SECTION 2
OWNERSHIP RIGHTS AND DUTIES UNDER THE POLICY
a. Except as otherwise provided in Section 7, Employer shall be
the owner of, and possess all incidents of ownership in, the Policy.
b. Employer shall execute a beneficiary designation for the
Policy naming itself and the person or persons designated to Employer in
writing by Employee as the beneficiaries of the Policy. Employer shall not
terminate, alter or amend Employee's beneficiary designation without the
express written consent of Employee. Employee's beneficiary may be changed by
Employee by written notice to Employer. As soon as practicable after
receiving the written notice, Employer shall take any and all necessary action
to effect the change in Employee's beneficiary.
c. Employer shall be responsible for safeguarding the Policy.
d. Employer and Employee shall execute and forward promptly, and
without unreasonable delay, changes in beneficiary designation forms and
documents, including the Policy, as required by the Insurer to facilitate the
exercise of any rights of Employer and Employee. Except as otherwise
permitted by Section 13, the parties shall not execute any documents or take
any action that would impair their own interest under the Policy.
SECTION 3
POLICY LOANS
Employer shall have the right to obtain both loans secured by the
Policy and to effect withdrawals from the Policy. However, the aggregate
amount of any withdrawals or loans, together with the unpaid interest thereon
shall at no time exceed Employer's interest in the Policy as determined under
Section 6. If the aggregate amount of the loans and withdrawals effected by
Employer exceeds Employer's interest in the Policy as a result of an increase
in Employee's interest in the Policy due to an increase in compensation, no
further loans or withdrawals by Employer shall be permitted until such time
that Employer's interest in the Policy once again exceeds the aggregate amount
of loans and withdrawals. Employee shall not be permitted to effect any loans
or withdrawals from the Policy. The interest due on Policy loans shall be a
debt of Employer owed to the Insurer.
SECTION 4
POLICY PREMIUMS
All premiums under this Policy shall be paid by Employer. This
annual contribution shall not be less than the amount needed to carry the
Policy through the Policy year. Employee is not required or permitted to pay
any portion of the premium.
SECTION 5
USE OF DIVIDENDS
Annual dividends declared on any Policy anniversary shall be applied
as elected by Employer on the Policy application and as is permitted by the
Insurer at the time that the dividends are declared.
SECTION 6
DEFINITIONS REGARDING PART ONE AND
PART TWO OF THE POLICY
a. Part One is the portion of the Policy proceeds payable to
Employee's beneficiary and shall be determined in accordance with the salary
schedule contained in Section 1 based on Employee's base annual salary in
effect on the first day of April coincident with or immediately preceding the
date of Employee's death (or, if earlier, the date on which Employee retired
from Employer).
b. Part Two is the portion of the Policy proceeds payable to
Employer and shall be equal to the amount by which the balance of the Policy
insurance proceeds exceeds the amount described in Part One above.
SECTION 7
PAYMENT OF PROCEEDS
On Employee's death the person or persons designated by Employee in
writing shall be the beneficiary of Part One of the Policy, and Employer shall
receive Part Two of the Policy.
SECTION 8
TERMINATION OF AGREEMENT
This Agreement shall terminate upon the first to occur of any of the
following events:
a. the bankruptcy, insolvency or receivership of Employer;
b. the performance of the Policy terms following the Employee's
death;
c. termination of Employee's employment with Employer,
involuntarily or voluntarily, due to discharge or for any reason other than
(1) death, (2) retirement under Employer's qualified pension plan known as the
"_________________________ _________________________" or any successor
qualified plan thereto ("Employer's Pension Plan") on or after Employee's
attainment of age 62, or (3) retirement under Employer's Pension Plan prior to
Employee's attainment of age 62 provided that the retirement is a bona fide
retirement in that Employee has concluded his active working life, as
determined by Employer, and neither engages in nor pursues any other trade,
business, occupation, or employment;
d. the later of Employee's (1) attainment of age 62, (2)
Employee's retirement under Employer's Pension Plan on or after Employee's
attainment of age 62, or (3) retirement under Employer's Pension Plan prior to
Employee's attainment of age 62 provided that the retirement from Employer is
a bona fide retirement in that Employee has concluded his active working life,
as determined by Employer and neither engages in nor pursues any other trade,
business, occupation, or employment;
e. either party's submission of prior written notice of an
intention to terminate this Agreement to the other party; or
f. any action by one party that would defeat or impair the
interest of such other party other than death or termination of employment of
Employee for whatever reason, including, but not by way of limitation, failure
of Employer to make contributions as agreed upon, and the cancellation of the
Policy by any party.
Termination of this Agreement because of Employee's death, retirement or other
termination of employment or by termination by notice shall be effective
immediately. All other terminations of this Agreement shall be effective 30
days after any such action.
SECTION 9
PURCHASE OF POLICY UPON TERMINATION OF
THE AGREEMENT FOR REASONS OTHER THAN DEATH
Employee shall not have a right to purchase the Policy from Employer
upon termination of the Agreement for any reason, unless Employer, in its sole
discretion, decides to sell the Policy to Employee in accordance with terms
agreed to by Employer and Employee.
SECTION 10
NAMED FIDUCIARY
For purposes of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), Employer is the named fiduciary of this Agreement.
Employer shall have the authority to control and manage the operation and
administration of this Agreement. However, Employer may allocate its
responsibilities for the operation and administration of this Agreement,
including the designation of persons who are not named fiduciaries to carry
out fiduciary responsibilities. Employer shall be responsible for making
timely delivery of any required premiums to the Insurer. Copies of this
Agreement shall be retained by Employer and made available for examination at
Employer's Corporate Office located in ______________, _______________. Upon
written request, a copy of this Agreement and other information shall be
provided to the parties.
SECTION 11
CLAIMS PROCEDURES
Benefits shall be payable in accordance with the terms of this
Agreement. If Employee's beneficiary fails to receive benefits to which the
Employee's beneficiary believes he or she is entitled, a claim may be filed.
Any claim for a benefit under this Agreement shall be filed in writing by
Employee's beneficiary ("Claimant") or by the Claimant's authorized
representative in a manner which is reasonably calculated to bring the claim
to Employer's attention.
If a claim for a benefit is wholly or partially denied by Employer,
a written notice of the decision shall be furnished to the Claimant by
Employer or its designee within a reasonable period of time not to exceed 90
days after receipt of the claim by Employer, unless special circumstances
require an extension of time for processing, in which case notification shall
be rendered as soon as possible, but not later than 180 days after receipt of
the claim. If an extension of time shall be furnished to the Claimant prior
to termination of the initial 90-day period, the extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which Employer or its designee expects to render final notification. The
notice of denial shall be written in a manner calculated to be understood by
the Claimant and shall set forth (1) the specific reason or reasons for the
denial, (2) a specific reference to the pertinent provisions of this Agreement
upon which the denial is based, (3) a description of any additional material
or information necessary for the Claimant to perfect the claim and an
explanation of why the material or information is necessary, and (4) an
explanation of the Agreement's claim review procedures. Within 60 days after
the Claimant's receipt of written notice of denial of the claim, the Claimant,
or his duly authorized representative, may file a written request with
Employer requesting a full and fair review of the denial of the Claimant's
claim for benefits. In connection with the Claimant's appeal of the denial of
his claim for benefits, the Claimant may review pertinent documents and may
submit issues and comments in writing. A decision on review of a denied claim
shall be made not later than 60 days after Employer's receipt of a request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered within a reasonable
period of time, but not later than 120 days after receipt of a request for
review. If an extension of time for processing is required, written notice of
the extension shall be furnished to the Claimant prior to the termination of
the initial 60-day period. Any extension notice shall indicate the special
circumstances requiring an extension of time and the date by which Employer
expects to render the final decision. The decision on review shall be written
in a manner calculated to be understood by the Claimant and shall include the
specific reason or reasons for the decision and the specific reference to the
pertinent Agreement provisions on which the decision is based.
Notwithstanding anything in this Section to the contrary, any claim
for a death benefit under the Policy shall be filed with the Insurer by the
Claimant or his authorized representative on the form or forms prescribed for
that purpose by the Insurer. The Insurer shall have sole authority for
determining whether a death claim shall or shall not be paid, either in whole
or in part, in accordance with the terms of the insurance contract which may
have been purchased on the life of the Insured, including, but not limited to
the application of the incontestability or suicide exclusion provisions of the
life insurance contract. In the event the Insurer determines that under the
Policy all or a portion of a death claim shall not be made, Employer under no
circumstances shall be obligated to pay to the beneficiary the portion of the
death claim so denied.
SECTION 12
THIS AGREEMENT IS NOT A CONTRACT FOR EMPLOYMENT
This Agreement shall not constitute an employment contract for a
definite term or in any way act as a restriction on the right of Employer to
discharge Employee at any time, or the right of Employee to terminate
employment at any time. This Agreement is strictly a voluntary undertaking on
the part of Employer, and this Agreement shall not be deemed to be
consideration for, or an inducement to, or a condition of, the employment of
Employee.
SECTION 13
ASSIGNMENT
Employee shall have the right to assign his rights and interest
under this Agreement and the Policy to an assignee. This right shall be
exercised by the execution and delivery of the assignment to Employer on a
form approved by Employer. Upon Employer's written consent to the written
assignment, Employee shall have no rights or interests in this Agreement or in
the Policy and all rights and interest in this Agreement and the Policy
granted to Employee shall vest in Employee's assignee. Notwithstanding
anything contained in this Section to the contrary, the assignment of
Employee's interest in the Policy shall under no circumstances limit
Employer's right to terminate the Policy or this Agreement in accordance with
Section 8.
SECTION 14
LIABILITY OF INSURER
General American Life Insurance Company is not a party to this
Agreement. With respect to any Policy of insurance issued pursuant to this
Agreement, General American Life Insurance Company shall have no liability
except as set forth in the Policy. The Insurer shall not be bound to inquire
into or take notice of the covenants contained in this Agreement as to
Policies of life insurance, or as to the application of the proceeds of the
Policies. The Insurer shall be discharged from all liability in making
payments of the proceeds, and in permitting rights and privileges under a
policy to be exercised pursuant to the Policy's provisions.
SECTION 15
AMENDMENT OF AGREEMENT
This Agreement may be altered, amended, or modified, including the
addition of any extra provisions to the Policy, at the discretion of Employer.
It shall be the obligation of Employer to notify the Insured of any amendments
or changes to this Agreement.
SECTION 16
INTERPRETATION OF AGREEMENT
This Agreement shall be construed and administered by the laws of
the State of Indiana to the extent those laws are not preempted by the laws of
the United States of America.
SECTION 17
BINDING AGREEMENT
This Agreement shall bind all parties, their successors, assigns,
and any Policy beneficiary.
SECTION 18
NOTICES
Any and all notices permitted or required to be made under this
Agreement shall be in writing, signed by the person giving the notice and
delivered personally or sent by registered or certified mail to the addressee
at the address as the addressee may supply in writing. The date of personal
delivery or the date of mailing, as the case may be, shall be the date of the
notice.
EXECUTED by Employer and Employee effective as of the date first above
written.
EMPLOYER
By: ________________________________
( )
Title: _____________________________
EMPLOYEE
___________________________________
( )
Final Draft
10/18/94
EXECUTIVE SUPPLEMENTAL LIFE
INSURANCE PROGRAM SPLIT DOLLAR AGREEMENT II
THIS AGREEMENT, dated ________________________, is between
_______________________ ("Employer") and ____________________ ("Employee").
A. Employer currently has in effect an Executive Supplemental
Life Insurance Program (the "Program") for a select group of Employer's
executive employees designated by Employer's Board of Directors (the "Board of
Directors").
B. On _____________________, Employee became eligible to
participate in the Program.
C. Employer and Employee are agreeable to entering into this
Agreement which governs Employee's participation in the Program.
The parties agree as follows:
SECTION 1
LIFE INSURANCE POLICY
In furtherance of this Agreement's purposes, Employer has applied
for a life insurance policy (the "Policy") on the life of Employee from
General American Life Insurance Company (the "Insurer"). The amount of life
insurance coverage provided for Employee under the Policy is based on
Employee's base annual salary (consisting only of Employee's base monthly
salary multiplied by 12 and excluding bonuses or any other extraordinary
compensation) in effect at the date of determination (as defined in Section
6.a.), in accordance with the following schedule:
Employee's Base Annual Salary Life Insurance Coverage
Less than $100,000 $ 50,000
$100,000 but less than $200,000 $100,000
$200,000 or more $150,000
provided, however, that the actual amount of life insurance coverage available
for Part One and Part Two under the Policy (as defined in Section 6) shall be
equal to the Policy's face amount on the date of determination.
Although the amount of life insurance coverage for Employee under
the Policy is intended to be adjusted based upon changes in Employee's base
annual salary in accordance with the above schedule, the number of the Policy
shall not change. The Policy number, initial amount of life insurance
coverage, and date the Policy was issued are as follows:
Initial Amount of Life Date Policy
Policy Number Insurance Coverage Issued
__________ ________________ _________
SECTION 2
OWNERSHIP RIGHTS AND DUTIES UNDER THE POLICY
a. Except as otherwise provided in Section 7, Employer shall be
the owner of, and possess all incidents of ownership in, the Policy.
b. Employer shall execute a beneficiary designation for the
Policy naming itself and the person or persons designated to Employer in
writing by Employee as the beneficiaries of the Policy. Employer shall not
terminate, alter, or amend Employee's beneficiary designation without
Employee's express written consent. Employee's beneficiary may be changed by
Employee by written notice to Employer. As soon as practicable after
receiving the written notice, Employer shall take any and all necessary action
to effect the change in Employee's beneficiary.
c. Employer shall be responsible for safeguarding the Policy.
d. Employer and Employee shall execute and forward promptly, and
without unreasonable delay, changes in beneficiary designation forms and
documents, including the Policy, as required by the Insurer to facilitate the
exercise of any rights of Employer and Employee. Except as otherwise
permitted by Section 13, the parties shall not execute any documents or take
any action that would impair their own interest under the Policy.
SECTION 3
POLICY LOANS
Employer shall have the right to obtain both loans secured by the
Policy and to effect withdrawals from the Policy. However, the aggregate
amount of any withdrawals or loans, together with the unpaid interest thereon
shall at no time exceed Employer's interest in the Policy as determined under
Section 6. If the aggregate amount of the loans and withdrawals effected by
Employer exceeds Employer's interest in the Policy as a result of an increase
in Employee's interest in the Policy due to an increase in compensation, no
further loans or withdrawals by Employer shall be permitted until Employer's
interest in the Policy once again exceeds the aggregate amount of loans and
withdrawals. Employee shall not be permitted to effect any loans or
withdrawals from the Policy. The interest due on Policy loans shall be a debt
of Employer owed to the Insurer.
SECTION 4
POLICY PREMIUMS
All premiums under this Policy shall be paid by Employer. This
annual contribution shall not be less than the amount needed to carry the
Policy through the Policy year. Employee is not required or permitted to pay
any portion of the premium.
SECTION 5
USE OF DIVIDENDS
Annual dividends declared on any Policy anniversary shall be applied
as elected by Employer on the Policy application and as is permitted by the
Insurer at the time that the dividends are declared.
SECTION 6
DEFINITIONS REGARDING PART ONE AND PART TWO OF THE POLICY
a. Part One is the portion of the Policy proceeds payable to
Employee's beneficiary and shall be determined in accordance with the salary
schedule contained in Section 1 based on Employee's base annual salary in
effect on the first day of April coincident with or immediately preceding the
date of Employee's death (or, if earlier, the date on which Employee retired
from Employer).
b. Part Two is the portion of the Policy proceeds payable to
Employer and shall be equal to the amount by which the balance of the Policy
insurance proceeds exceeds the amount described in Part One above.
SECTION 7
PAYMENT OF PROCEEDS
On Employee's death the person or persons designated by Employee in
writing shall be the beneficiary of Part One of the Policy, and Employer shall
receive Part Two of the Policy.
SECTION 8
TERMINATION OF AGREEMENT
This Agreement shall terminate upon the first to occur of any of the
following events:
a. the bankruptcy, insolvency, or receivership of Employer;
b. the performance of the Policy terms following Employee's
death;
c. termination of Employee's employment with Employer,
involuntarily or voluntarily, due to discharge or for any reason other than
(1) death, (2) retirement under Employer's qualified pension plan known as the
__________________ or any successor qualified plan thereto ("Employer's
Pension Plan") on or after Employee's attainment of age 62, or (3) retirement
under Employer's Pension Plan prior to Employee's attainment of age 62
provided that the retirement is a bona fide retirement in that Employee has
concluded his active working life, as determined by Employer, and neither
engages in nor pursues any other trade, business, occupation, or employment;
d. the later of Employee's (1) attainment of age 62, (2)
Employee's retirement under Employer's Pension Plan on or after Employee's
attainment of age 62, or (3) retirement under Employer's Pension Plan prior to
Employee's attainment of age 62 provided that the retirement is a bona fide
retirement in that Employee has concluded his active working life, as
determined by Employer and neither engages in nor pursues any other trade,
business, occupation, or employment;
e. either party's submission of prior written notice of an
intention to terminate this Agreement to the other party; or
f. any action by one party that would defeat or impair the other
party's interest other than death or termination of employment of Employee for
whatever reason, including, but not by way of limitation, Employer's failure
to make contributions as agreed upon, and the cancellation of the Policy by
any party.
Termination of this Agreement because of Employee's death,
retirement, or other termination of employment or by termination by notice
shall be effective immediately. All other terminations of this Agreement
shall be effective 30 days after any action.
SECTION 9
PURCHASE OF POLICY UPON TERMINATION OF
THE AGREEMENT FOR REASONS OTHER THAN DEATH
Employee shall not have a right to purchase the Policy from Employer
upon termination of the Agreement for any reason, unless Employer, in its sole
discretion, decides to sell the Policy to Employee in accordance with terms
agreed to by Employer and Employee.
SECTION 10
NAMED FIDUCIARY
For purposes of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), Employer is the named fiduciary of this Agreement.
Employer shall have the authority to control and manage the operation and
administration of this Agreement. However, Employer may allocate its
responsibilities for the operation and administration of this Agreement,
including the designation of persons who are not named fiduciaries to carry
out fiduciary responsibilities. Employer shall be responsible for making
timely delivery of any required premiums to the Insurer. Copies of this
Agreement shall be retained by Employer and made available for examination at
Employer's Corporate Office located in __________________. Upon written
request, a copy of this Agreement and other information shall be provided to
the parties.
SECTION 11
CLAIMS PROCEDURES
Benefits shall be payable in accordance with the terms of this
Agreement. If Employee's beneficiary fails to receive benefits to which the
Employee's beneficiary believes he or she is entitled, a claim may be filed.
Any claim for a benefit under this Agreement shall be filed in writing by
Employee's beneficiary ("Claimant") or by the Claimant's authorized
representative in a manner which is reasonably calculated to bring the claim
to Employer's attention.
If a claim for a benefit is wholly or partially denied by Employer,
a written notice of the decision shall be furnished to the Claimant by
Employer within a reasonable period of time not to exceed 90 days after
receipt of the claim by Employer, unless special circumstances require an
extension of time for processing, in which case notification shall be rendered
as soon as possible, but not later than 180 days after the claim's receipt.
If an extension of time shall be furnished to the Claimant prior to
termination of the initial 90 day period, the extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
Employer expects to render final notification. The notice of denial shall be
written in a manner calculated to be understood by the Claimant and shall set
forth (1) the specific reason or reasons for the denial, (2) a specific
reference to the pertinent provisions of this Agreement upon which the denial
is based, (3) a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation of why the
material or information is necessary, and (4) an explanation of the
Agreement's claim review procedures. Within 60 days after the Claimant's
receipt of written notice of the claim's denial, the Claimant, or his duly
authorized representative, may file a written request with Employer requesting
a full and fair review of the denial of the Claimant's claim for benefits. In
connection with the Claimant's appeal of the denial of his claim for benefits,
the Claimant may review pertinent documents and may submit issues and comments
in writing. A decision on review of a denied claim shall be made not later
than 60 days after Employer's receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered within a reasonable period of time, but not later
than 120 days after receipt of a request for review. If an extension of time
for processing is required, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial 60 day period. The
extension notice shall indicate the special circumstances requiring an
extension of time and the date by which Employer expects to render the final
decision. The decision on review shall be written in a manner calculated to
be understood by the Claimant and shall include the specific reason or reasons
for the decision and the specific reference to the pertinent Agreement
provisions on which the decision is based.
Notwithstanding anything in this Section to the contrary, any claim
for a death benefit under the Policy shall be filed with the Insurer by the
Claimant or his authorized representative on the form or forms prescribed for
that purpose by the Insurer. The Insurer shall have sole authority for
determining whether a death claim shall or shall not be paid, either in whole
or in part, in accordance with the terms of the insurance contract which may
have been purchased on the life of the Insured, including, but not limited to
the application of the incontestability or suicide exclusion provisions of the
life insurance contract. If the Insurer determines that under the Policy all
or a portion of a death claim shall not be made, Employer under no
circumstances shall be obligated to pay to the beneficiary the portion of the
death claim so denied.
SECTION 12
THIS AGREEMENT IS NOT A CONTRACT FOR EMPLOYMENT
This Agreement shall not constitute an employment contract for a
definite term or in any way act as a restriction on Employer's right to
discharge Employee at any time, or Employee's right to terminate employment at
any time. This Agreement is strictly a voluntary undertaking on Employer's
part, and this Agreement shall not be deemed to be consideration for, or an
inducement to, or a condition of, Employee's employment.
SECTION 13
ASSIGNMENT
Employee shall have the right to assign his rights and interest
under this Agreement and the Policy to an assignee. This right shall be
exercised by the execution and delivery of the assignment to Employer on a
form approved by Employer. Upon Employer's written consent to the written
assignment, Employee shall have no rights or interests in this Agreement or in
the Policy and all rights and interest in this Agreement and the Policy
granted to Employee shall vest in Employee's assignee. Notwithstanding
anything contained in this Section to the contrary, the assignment of
Employee's interest in the Policy shall under no circumstances limit
Employer's right to terminate the Policy or this Agreement in accordance with
Section 8.
SECTION 14
LIABILITY OF INSURER
General American Life Insurance Company is not a party to this
Agreement. With respect to any Policy of insurance issued pursuant to this
Agreement, General American Life Insurance Company shall have no liability
except as set forth in the Policy. The Insurer shall not be bound to inquire
into or take notice of the covenants contained in this Agreement as to
policies of life insurance, or as to the application of the proceeds of the
policies. The Insurer shall be discharged from all liability in making
payments of the proceeds, and in permitting rights and privileges under a
policy to be exercised pursuant to the Policy's provisions.
SECTION 15
AMENDMENT OF AGREEMENT
This Agreement may be altered, amended, or modified, including the
addition of any extra provisions to the Policy, at Employer's discretion. It
shall be Employer's obligation to notify the Insured of any amendments or
changes to this Agreement.
SECTION 16
INTERPRETATION OF AGREEMENT
This Agreement shall be construed and administered by the laws of
the State of Indiana to the extent those laws are not preempted by the laws of
the United States of America.
SECTION 17
BINDING AGREEMENT
This Agreement shall bind all parties, their successors, assigns,
and any Policy beneficiary.
SECTION 18
NOTICES
Any and all notices permitted or required to be made under this
Agreement shall be in writing, signed by the person giving the notice and
delivered personally or sent by registered or certified mail to the addressee
at the address as the addressee may supply in writing. The date of personal
delivery or the date of mailing, as the case may be, shall be the date of the
notice.
EXECUTED by Employer and Employee effective as of the date first
above written.
EMPLOYER
By: __________________________________
EMPLOYEE
_________________________________
( )