Exhibit 10.14
COMMERCIAL CAPITAL BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is adopted this 23rd day of July, 2002. by and between
COMMERCIAL CAPITAL BANK, a savings association located in Irvine, California
(the "Company"), and STEPHEN H. GORDON (the "Executive). This Agreement shall
append the Split Dollar Endorsement entered into on even date herewith or as
subsequently amended, by and between the aforementioned parties.
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to divide the death proceeds of a life insurance policy on
the Executive's life. The Company will pay life insurance premiums from its
general assets.
AGREEMENT
The Company and the Executive agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 "Insured" means the Executive.
1.2 "Insurer" means each life insurance carrier in which there is a
Split Dollar Policy Endorsement attached to this Agreement.
1.3 "Net Death Proceeds" means the total death proceeds of the Policy
minus the cash surrender value.
1.4 "Normal Retirement Age" means the Executive's 60th birthday.
1.5 "Policy" means the specific life insurance policy issued by the
Insurer.
1.6 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason of an
approved leave of absence.
1.7 "Voluntary Termination" means that the Executive, prior to Normal
Retirement Age, has terminated employment with the Company for reasons other
than death, Disability, Termination for Cause, Change of Control, or Early
Involuntary Termination.
1.8 "Termination for Cause" See Article 8.
1.9 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.
1.10 "Early Involuntary Termination" means that the Executive, prior to
Normal Retirement Age, has been notified in writing, that employment with the
Company is terminated for reasons other than an approved leave of absence,
Termination for Cause, Disability, or within 12 months following a Change of
Control.
Article 2
Policy Ownership/Interests
2.1 Company Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Company shall
be the beneficiary of the remaining death proceeds of the Policy after the
Interest of the Executive or the Executive's transferee has been paid according
to Section 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of $2,245,000 of death proceeds of the Policy not to
exceed the net death proceeds of the Policy. The Executive shall also have the
right to elect and change settlement options that may be permitted. However, the
Executive, the Executive's transferee or the Executive's beneficiary shall have
no rights or interests in the Policy with respect to that portion of the death
proceeds designated in this section 2.2 upon the Executive's Voluntary
Termination of Employment or Termination for Cause.
2.3 Option to Purchase. The Company shall not sell, surrender or
transfer ownership of the Policy while this Agreement is in effect without
first giving the Executive or the Executive's transferee the option to purchase
the Policy for a period of 60 days from written notice of such intention. The
purchase price shall be an amount equal to the cash surrender value of the
Policy.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company
shall maintain the Policy in full force and effect and in no event shall the
Company amend, terminate or otherwise abrogate the Executive's interest in the
Policy, unless the Company replaces the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement and the Company and
the Executive execute a new Split Dollar Policy Endorsement for said comparable
insurance policy. The Policy or any comparable policy shall be subject to the
claims of the Company's creditors.
Article 3
Premiums
3.1 Premium Payment. The Company shall pay any premiums due on the
Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Executive based on the amount of the current term rate for
the Executive's age multiplied by the aggregate death benefit payable to the
Executive's beneficiary. The "current term rate" is the minimum amount required
to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent
applicable authority.
3.3 Reimbursement. At the end of each Plan Year, the Executive shall
reimburse the Company in an amount equal to the economic benefit.
Article 4
Assignment
The Executive may assign without consideration all of the Executive's
interests in the Policy and in this Agreement to any person, entity or trust. In
the event the Executive transfers all of the Executive's interest in the Policy,
then all of the Executive's interest in the Policy and in the Agreement shall be
vested in the Executive's transferee, who shall be substituted as a party
hereunder and the Executive shall have no further interest in the Policy or in
this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any payments
the Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Agreement.
Article 6
Claims and Review Procedures
6.1 Claims Procedure. Any person or entity who has not received benefits
under the Plan that he or she believes should be paid (the "claimant") shall
make a claim for such benefits as follows:
6.1.1 Initiation -- Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such
claimant within 90 days after receiving the claim. If the Company determines
that special circumstance require additional time for processing the claim, the
Company can extend the response period by an additional 90 days by notifying the
claimant in writing, prior to the end of the initial 90-day period that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Company expects to render its
decision.
6.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such denial. The
Company shall write the notification in a manner calculated to be understood by
the claimant. The notification shall set forth:
(a) The specific reasons for the denial.
(b) A reference to the specific provisions of the Plan on which
the denial is based.
(c) A description of any additional information or material
necessary for the claimant to perfect the claim and an
explanation of why it is needed.
(d) An explanation of the Plan's review procedures and the time
limits applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil action
under ERISA Section 502(a) following an adverse benefit
determination on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:
6.2.l Initiation -- Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial, must
file with the Company a written request for review.
6.2.2 Additional Submissions -- Information Access. The claimant shall
then have the opportunity to submit written comments, documents, records and
other information relating to the claim. The Company shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant's claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company
shall take into account all materials and information the claimant submits
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.
6.2.4 Timing of Company Response. The Company shall respond in writing
to such claimant within 60 days after receiving the request for review. If the
Company determines
that special circumstances require additional time for processing the claim, the
Company can extend the response period by an additional 60 days by notify the
claimant in writing, prior to the end o the initial 60-day period, that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Company expects to render its
decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in writing
of its decision on review. The Company shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial.
(b) A reference to the specific provisions of the Plan on which the
denial is based.
(c) A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of
all documents, records and other information relevant (as defined
in applicable ERIAS regulations) to the claimant's claim for
benefits and
(d) A statement of the claimant's right to bring a civil action under
ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement my be amended or terminated only by a written agreement
signed by the Company and the Executive. However, unless otherwise agreed to by
the Company and the Executive, this Agreement will automatically terminate upon
the Executive's Voluntary Termination of Employment or Termination for Cause.
Article 8
General Limitations
8.1 Termination for Cause. Notwithstanding any provision of this Agreement
to the contrary the Company shall not pay any benefit under this Agreement if
the Company terminates the Executive's employment for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a gross misdemeanor involving moral
turpitude; or
Fraud, disloyalty dishonesty or willful violation of any law or significant
Company policy committed in connection with Executive's employment and resulting
in an adverse effect on the Company.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the Company
and their beneficiaries, survivors, executors, administrators and transferes and
any Policy beneficiary.
8.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract It odes not give the Executive the right to remain an employee of
the Company nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee not
interfere with the Executive's right to terminate employment an any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of California
except to the extent preempted by the laws of the United States of America.
8.4 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company,
firm or person agrees to assume and discharge the obligations of the Company.
8.5. Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making the
same and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage
prepaid to such party, addressed to his or her last known address as shown on
the records of the Company. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No
rights are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement:
(b) Establishing and revising the method of accounting for this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to
administer
this Agreement.
8.8. Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
EXECUTIVE: COMPANY:
COMMERCIAL CAPITAL BANK
/s/ Stephen H. Gordon
- --------------------- By /s/ David S. Depillo
Stephen H. Gordon --------------------------
Title President