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EXHIBIT 10.24
SPLIT-DOLLAR INSURANCE AGREEMENT
THIS AGREEMENT, made and entered into this ____ day of
_______________, 19__, by and between United Companies Financial Corporation, a
corporation organized and existing under the laws of the State of Louisiana
(the "Employer), and _____________________ (the "Employee").
WHEREAS, Employee is a valued employee of Employer and
Employer wishes to retain him in its employ; and
WHEREAS, Employer, as an inducement to such continued
employment, wishes to assist Employee with his personal life insurance program.
NOW, THEREFORE, the Employer and Employee agree as follows:
The life insurance policies covered by this Agreement is
Policy Number _________________ (the "Policy") issued by
_____________________________________ (the "Insurer") on the life of Employee
with a face amount of $___________.
Employer shall be the owner of the Policy; and shall have
the right to exercise all incidents of ownership in the Policy, except as
provided in paragraph 3 below.
Employer shall cause the Policy to be endorsed to reflect the
respective interests of the parties under this Agreement as follows:
The Employer shall be the direct beneficiary of an
amount of the proceeds of the Policy equal to
the lesser of the cash value of the Policy or
premiums paid minus any Policy indebtedness
to the Insurer.
The balance of the proceeds, if any, shall be payable
to the beneficiary designated pursuant to
subparagraph 3(c) below.
The Employee, or his transferee, shall have the right
to designate and change primary and
contingent beneficiaries of any portion of
the proceeds to which the Employee, or his
transferee, may be entitled hereunder, and to
elect and change any settlement option that
may be permitted under the Policy for such
beneficiaries.
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Each premium on the Policy shall be paid by the Employer as
it becomes due. The Employee, shall make no premium payments. The Employer
shall annually furnish the Employee a statement of the amount of income
reportable by the Employee for federal and state income tax purposes, if any,
as a result of its payment of the premium.
The Employer shall not sell, surrender or transfer ownership
of the Policy while this Agreement is in effect without first giving Employee,
or his transferee, the option to purchase the Policy for a period of sixty (60)
days from written notice of such intention by Employer. The purchase price
shall be an amount equal to the aggregate premiums the Employer has paid on
said Policy less any policy indebtedness to the Insurer. This provision shall
not impair the right of the Employer to terminate this Agreement pursuant to
paragraph 6 below. In the event the Employee shall not exercise said option to
purchase the Policy and the Employer shall surrender or cancel the Policy prior
to the death of the Employee, the Employer's interest shall be equal to the
aggregate amount of premiums paid by the Employer, less any Policy indebtedness
to the Insurer and other indebtedness secured by the Policy (including interest
thereon). This provision shall not apply in the event the Employer purchases a
policy of equal or greater value on the life of the Employee which becomes
subject to the terms of the Agreement.
This Agreement may be terminated, subject to the provisions
of paragraphs 7 and 8 below, by either party hereto with or without the consent
of the other party by giving notice in writing to the other party. In the
event of the termination of Employee's employment with Employer for any reason
whatsoever other than Employee's death, this Agreement shall terminate
automatically, subject to the provisions of paragraphs 7 and 8 below. This
Agreement shall automatically terminate without the requirement that notice be
given by either party on the day before the Employee attains age 70.
7. In the event of termination of this Agreement as provided
in paragraph 6 above for any reason prior to the date the employee attains age
55, other than (1) the Employee becoming disabled, or (2) the Employee's
involuntary termination of employment, the Employee shall have the option to
purchase the Policy from the Employer during a period of sixty (60) days from
the date of termination of this Agreement. The purchase price of the Policy
shall be an amount equal to the aggregate premiums the Employer has paid on
said Policy less any policy indebtedness to the Insurer. An Employee shall be
disabled and his employment deemed terminated for purposes of this Agreement if
he becomes eligible for disability benefits under any long-term disability plan
maintained by the Employer other than disability benefits payable under an
employment agreement between the Employee and the Employer. In the event that
there is no such long-term disability plan, the Employee shall be considered
disabled if he is unable to perform the essential duties of his position and if
such inability to perform is expected to result in death or to be for a long
and indefinite duration, as determined by a physician
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selected by the Employer.
If this Agreement terminates for any reason, then subject to
the Employee's right to purchase the Policy within sixty (60) days following
termination of this Agreement under Paragraph 7, the Employee, or his
transferee, agrees to execute any instruments that may be required by the
Insurer to vest all rights in the Policy in the Employer. After the execution
of such instruments, Employee, or his transferee, shall have no further
interest in the Policy or in this Agreement.
In the event the Employee shall transfer all of his interest
in the Policy, then all of Employee's interest in the Policy and in this
Agreement shall be vested in his transferee, who shall be substituted as a
party hereunder, and the Employee shall have no further interest in the Policy
or in this Agreement.
The Insurer shall be bound only by the provisions and
endorsements on the Policy, and any payments made or action taken by it in
accordance therewith shall fully discharge it from all claims, suits and
demands of all persons whatsoever. Except as specifically provided by
endorsement on the Policy, it shall in no way be bound by the provisions of
this Agreement.
Except as otherwise provided in this Agreement, this
Agreement may not be canceled, amended, altered or modified, except by a
written instrument signed by all of the parties hereto.
Any notice, consent or demand required or permitted to be
given under the provisions of this 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, her or its last known address as shown on the records
of the Employer. The date of such mailing shall be deemed the date of such
mailed notice, consent or demand.
This Agreement shall bind Employer, Employee and his heirs,
executors, administrators and transferees, and any Policy beneficiary.
This Agreement, and the rights of the parties hereunder,
shall be governed by and construed pursuant to the laws of the State of
Louisiana.
A waiver of one or more provisions of this Agreement shall
not affect any other provision of this Agreement, such that the remaining
provisions will remain in full force and effect.
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This Agreement is the entire agreement between the parties.
Except as expressly provided to the contrary in this Agreement, each section,
paragraph, term or provision of this Agreement, should be considered severable;
and if, for any reason, any section, paragraph, term or provision herein is
determined to be invalid and contrary to, or in conflict with any existing or
future law or regulation of a court or agency having valid jurisdiction, such
shall not impair the operation of or affect the remaining sections, paragraphs,
terms or provisions of this agreement, and the latter shall continue to be in
full force and effect and bind the parties hereto; in such invalid sections,
paragraphs, terms and/or provisions shall be deemed not to be part of this
Agreement.
If the Employee and the Employer are unable to resolve a
dispute concerning this Agreement, the dispute shall be reviewed through the
arbitration procedure in accordance with the following:
(A) The Employer will ask the United States
Federal Mediation and Conciliation Service
("FMCS") to provide a list of seven names of
neutral and experienced arbitrators who
reside in the State of Louisiana. Upon
receipt of this list, a single arbitrator
will be selected by agreement between the
Employer and the Employee, or, if no
agreement can be reached, by alternatively
striking names from the list until a single
name remains. The arbitrator will schedule a
hearing at which the facts surrounding the
dispute can be presented.
(B) Upon written request of either the Employer
or the Employee, the names, addresses and
telephone numbers of witnesses who will
testify at the hearing and copies of any
documents to be presented to the arbitrator
at the hearing must be provided to the
requesting party within five (5) working days
of the other party's receipt of the request.
(C) The Employee may retain legal counsel or
represent himself at the hearing. Although
the fees and expenses of the arbitrator will
be paid by the Employer in all cases,
expenses incurred by the Employee in
arbitration, including attorney fees, must be
paid by the Employee.
(D) During the hearing, both the Employer and the
Employee will have the opportunity to call
witnesses on their behalf, question witnesses
presented by the other party, present
relevant documentary evidence, make closing
arguments to the arbitrator and file briefs
as the arbitrator may allow. The Employee
must prove by a
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preponderance of the evidence that he is
entitled to benefits under this Agreement.
The rules of procedure of the FMCS and the
Federal Arbitration Act will apply, and the
arbitrator will have full authority to make
any necessary rulings.
(E) This arbitration provision and all of its
procedures are considered to be the mandatory
and exclusive method by which an Employee may
dispute a claim under the Agreement. The
Employer and the Employee accept that this
arbitration provision is final and binding,
and no other procedure, for example,
litigation or an administrative proceeding,
may be pursued to redress complaints growing
out of this Agreement. However, an
arbitrator's award may be enforced or set
aside in accordance with the Federal
Arbitration Act.
(F) This provision will be interpreted in
accordance with the Federal Arbitration Act
and FMCS regulations.
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
UNITED COMPANIES FINANCIAL CORPORATION
BY:
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