Exhibit 10.32
Key Executive Life Plan Plus
Number of Participants: 60
Total Initial Death Benefit: $23,500,000
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Life Insurance Agreement
================================================================================
THIS AGREEMENT, is made as of the _____ day of______________ l9__, by
and between Del Webb Corporation, and its successors and assigns, of Phoenix,
Arizona, hereinafter called the Corporation, and_________________
WHEREAS, ________________________ hereinafter called the Employee, has
rendered service to the Corporation, and,
WHEREAS, the Corporation wishes to provide a death benefit for the
Employee and/or the Employee's designee through the Key Executive Life Plan
PLUS, and,
WHEREAS, the Employee agrees to participate in such plan to the extent
hereinafter provided,
NOW THEREFORE, it is mutually agreed that:
Insurance Policies 1. In furtherance of the purpose of this
Agreement, life insurance is to be purchased
on the life of__________________________
hereinafter called the Insured, from Sun
Life Assurance Company of Canada under
Policy Number__________ hereinafter called
the Policy.
Security 2. As security for the Corporation's
interest in the Cash Surrender Value of the
Policy, the Employee shall execute, on a
form acceptable to the insurance company, a
collateral assignment to the Corporation of
certain specified rights in the Policy, as
set forth in Article 5. Except as provided
in Article 5, ownership of the Policy's
rights, including but not limited to the
right to name the beneficiary, shall rest
with the Employee
Premiums 3. All premiums due on the Policy shall be
paid by the Corporation. However, the
Employee shall reimburse the Corporation
each year in an amount that is equal to the
value, as determined for federal tax
purposes, of the "economic benefit" derived
by the Employee from the Policy's life
insurance protection. The Employee will
receive Compensation in addition to annual
salary each year in an amount equal to this
reimbursement This additional compensation
and reimbursement may be in the form of book
entries rather than the actual exchange of
cash or checks.
1
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Life Insurance Agreement
================================================================================
Termination 4. This Agreement shall immediately
terminate for any of the following reasons:
termination of the Employee's employment for
any reason; submission of written notice to
terminate by either party to this Agreement
to the other party; the death of the Insured
and the payment of any death benefits
pursuant hereto; or any action by the
Corporation which would impair, reduce, or
defeat the Employee's interest in the
Policy. Such action by the Corporation might
include but is not limited to surrender or
lapse of the Policy for nonpayment of
premiums.
If this Agreement terminates at least
five years after the date of this
Agreement)the Employee shall have the right,
exercisable within 90 days, to obtain a
release of the Corporation's interest in the
Policy by paying to the Corporation its
interest in the Policy as determined in
Article 6(2). Upon receipt of such amount,
the Corporation shall either transfer the
Policy to the Employee or transfer such
interest to the party designated by the
Employee. The Corporation agrees to execute
all documents necessary to transfer the
Policy to the Employee or his/her assigns.
If the Employee does not timely exercise
this right, the Corporation may exercise its
rights under Article 5.
Corporation's Rights 5. Under the terms of the collateral
assignment of the Policy, the Corporation
shall have the following rights: the right
to receive, upon termination of this
Agreement, an amount equal to the
Corporation's interest in the Policy's Cash
Surrender Value, as determined in accordance
with Articles 6(1) and 6(2); the right to
release the collateral assignment; the right
to surrender or partially surrender the
Policy upon the giving of 14 days advance
written notice of the Corporation's exercise
of its right to surrender the Policy; and
the right to make and receive loans against
the Policy to the extent of its interest as
defined in Article 6(4).
Any rights to Policy values or death
benefits in excess of the Corporation's
interest shall be owned by and payable to,
or as designated by, the Employee.
Any designation or change of
beneficiary or change in election of
settlement options or exercise of policy
rights shall be made subject to this
Agreement and the Corporation's rights
hereunder.
2
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Life Insurance Agreement
================================================================================
Policy rights shall be exercisable by
the sole signature of a duly authorized
representative of the Corporation.
The Corporation agrees to refrain from
making loans or partial surrenders against
the Policy in an amount greater than its
interest under the Policy as defined in
Article 6(4) The parties agree that Sun Life
Assurance Company of Canada is authorized to
recognize the Corporation's right to borrow
without the insurance company being
responsible for the calculation of amounts
permitted to be borrowed and without
investigation of the validity or amount of
the request by the Corporation to borrow.
The sole signature of a duly authorized
representative of the Corporation shall be
sufficient for the exercise of the
Corporation's right to borrow and shall be a
full discharge and release to Sun Life
Assurance Company of Canada. The Employee
shall not have the right to make a loan
against the Policy or otherwise have access
to cash surrender values unless and until
such time as the Employee's employment is
terminated or the Corporation's interest in
the Policy terminates in accordance with
this Agreement.
Corporation's Interest 6. For purposes of Articles 4 and 5, the
amount receivable by the Corporation upon
(1) death of the Insured, (2) termination of
this Agreement for reason other than death
of the Insured, (3) surrender or partial
surrender of the Policy, or (4) exercise of
the loan right by the Corporation shall be
as follows:
(1) Upon termination of this Agreement
resulting from death of the Insured, the
Corporation's share of the Policy's death
benefit shall be an amount equal to its
Aggregate Premiums paid' as defined in
Article 6(5), plus that portion of the
remaining death benefits payable from the
Policy, if any, that exceeds the applicable
amount set forth on Appendix A determined
for the Executive's plan year at the time of
death, which Appendix is attached hereto and
incorporated herein by this reference.
(2) Upon termination of this Agreement
for reasons other than the death of the
Insured, if such termination occurs within
the five-year period following the date of
this Agreement, the Corporation's share of
the Policy shall be the Cash Surrender
Value. For terminations occurring after the
five-year period, the Corporation's share of
the Policy's Cash Surrender Value shall be
an amount equal to its Aggregate Premiums
paid; the excess, if any, of the Policy's
Cash
3
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Life Insurance Agreement
================================================================================
Surrender Value shall accrue to the
Employee. After the five-year period, the
Employee shall have the options as stated in
Article 4, paragraph 2.
(3) Upon the Corporation's surrender or
partial surrender of the Policy in
accordance with Article 5, if such surrender
or partial surrender occurs within the
five-year period following the date of this
Agreement, the Corporation's share of the
Policy shall be the Cash Surrender Value For
surrenders or partial surrenders occurring
after the five-year period, the
Corporation's share of the Policy's Cash
Surrender Value shall be an amount equal to
its Aggregate Premiums paid; the excess, if
any, of the Policy's Cash Surrender Value
shall be paid to the Employee.
(4) If the Corporation obtains any
loans against the Policy, the amount of the
loans together with the interest thereon
shall at no time exceed the Aggregate
Premiums paid.
(5) "Aggregate Premiums" shall mean all
premiums paid by the Corporation, including
premiums paid for any extra benefit riders
or agreements issued under the Policy and
shall be reduced by any indebtedness and any
accrued unpaid interest incurred by the
Corporation on the Policy and the amount of
any Policy dividends used to reduce or
offset such premiums.
(6) "Cash Surrender Value" shall mean
an amount that equals, at any specified
time, the cash surrender value provided
under the Policy at that time.
Notwithstanding any of the above,
during the five-year period immediately
following the date of this Agreement, the
Corporation shall have the right, upon the
termination of this Agreement, or upon the
surrender or partial surrender of the policy
for reason other than death of the insured,
to cause to be transferred all interests in
the policy from the Employee, and to receive
such from the Employee or former Employee,
within a 60 day period following such
termination, surrender or partial surrender
of the policy. The Employee hereby agrees to
comply with such request from the
Corporation to initiate the transfer.
4
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Life Insurance Agreement
================================================================================
Application for Additional 7. Should the parties to this Agreement deem
Agreements or Riders it desirable, application may be made for a
supplemental agreement or rider providing
for the waiver of Policy premiums in the
event of the Insured's total disability, if
such agreement or rider is now or
subsequently made available by the Insurer.
Any additional premium attributable to such
agreement or rider shall be paid by the
Corporation. Waived premiums shall not be
treated as paid by the Corporation.
Named Fiduciary 8. For purposes of the Employee Retirement
Income Security Act of 1974, the Corporation
is the "named fiduciary" of the Key
Executive Life Plan PLUS for which this
Agreement is hereby designated the written
plan instrument.
Claims and Review 9. At the Insured's death, the Corporation
Procedure arid the beneficiary designated to receive
death benefits shall execute such forms and
furnish such other documents or information
as are required to receive payment under the
Policy. The Corporation shall also furnish
to Sun Life Assurance Company of Canada an
affidavit specifying the amount of death
benefits payable to the Corporation as
defined in Article 6(1).
With respect to claims against the
Corporation arising under this Agreement,
the following procedure shall be used:
The claimant shall file a claim for
benefits by notifying the Corporation in
writing. If the claim is wholly or partially
denied, the Corporation shall provide a
written notice within 90 days specifying the
reason for the denial, the provisions of
this Agreement on which the denial is based
and additional material or information
necessary to receive benefits, if any. Also,
such written notice shall indicate the steps
to be taken if a review of the denial is
desired.
If a claim is denied and a review is
desired, the claimant shall notify the
Corporation in writing within 60 days after
receipt of written notice of a denial of
claim In requesting a review, the claimant
may review plan documents and submit any
written issues and comments he/she feels are
appropriate. The Corporation shall then
review the claim and provide a written
decision within 60 days of receipt of a
request for a review. This decision shall
state the specific reasons for the decision
and shall include references to specific
provisions on which the decision is based.
5
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Life Insurance Agreement
================================================================================
In no event shall the Corporation's
liability under this Agreement exceed the
amount of the death benefit as provided in
Appendix A.
Payment of Death 10. In lieu of the lump sum payable at
Benefits Insured's death, the Employee may, in
accordance with the procedures of the
insurance company, elect any of the optional
modes of payment for the death benefits as
enumerated in the Policy and known as
"settlement options" with respect to the
portion of the Policy's death benefits that
become payable to the beneficiary. If no
such election is in effect at the Insured's
death, the beneficiary shall have the right
to elect such settlement options. The
Corporation shall have a similar right to
elect a settlement option for the benefits
attributable to its interest in the Policy.
Amendment Assignment 11. This Agreement may be altered, amended,
or modified, including the addition of any
extra Policy provisions, by a written
agreement signed by the parties to this
Agreement In addition, either party may
assign his/her rights, interests and
obligations under this Agreement, provided
however, that any assignment shall be made
subject to the terms of this Agreement
Binding Agreement 12. This Agreement shall be binding upon the
heirs, administrators, executors, successors
and assigns of each party to this Agreement.
Validity 13. In case any provision of this Agreement
shall be illegal or invalid for any reason,
said illegality or invalidity shall not
affect the remaining Parts of this
Agreement, but this Agreement shall be
construed and enforced as if such illegal or
invalid provision had never been inserted in
this Agreement.
No Contract of 14. The terms and conditions of this
Employment Agreement shall not be deemed to constitute
a contract of employment between the
Corporation and the Executive. Such
employment is hereby acknowledged to be an
"at will" employment relationship that can
be terminated at any time for any reason,
with or without cause, unless expressly
provided in a separate written employment
agreement. Nothing in this Agreement shall
be deemed to give the Executive the right to
be retained in the service of the
Corporation or to interfere with the right
of the Corporation to discipline or
discharge the Executive at any time.
6
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Life Insurance Agreement
================================================================================
Interpretation 15. Where appropriate in this Agreement,
words used in the singular shall include the
plural and words used in the masculine shall
include the feminine and vice-versa.
Headings and subheadings are for convenience
purposes only and have no effect on the
construction of the Agreement. The internal
laws of the State of Arizona shall govern
this Agreement
Entire Agreement 16. This Agreement constitutes the entire
agreement between the parties hereto with
regard to the subject matter of this
Agreement and supersedes all previous
negotiations, agreements and commitments in
respect thereto. No oral explanation or oral
information by either of the parties to this
Agreement shall alter the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first written above.
------------------------------------
(Employee)
------------------------------------
(Corporation)
- --------------------------- ------------------------------------
(Witness) (By)
Its:
--------------------------------
7
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Collateral Assignment - Equity Method
================================================================================
- ------------------------------ --------------------------------
Policy Number Insured
The original of this Assignment should be forwarded to the Home Office, to be
retained by the Company (hereafter called the Insurer) which is Sun Life
Assurance Company of Canada.
The undersigned owner/applicant of the policy to be issued pursuant to
application number___________ and dated for insurance on the life of the insured
named above authorizes the Issuer to insert the policy number in this Assignment
after said policy is issued.
-------------------------------
Owner/Applicant
ASSIGNOR________________________________________________________________________
ASSIGNEE: Del Webb Corporation
6001 N. 24th Street
Phoenix, AZ 85016
FOR VALUE RECEIVED, the undersigned owner (hereafter called the assignor)
assigns, t and sets over [0 the assignee, its successors or assigns, certain
rights in the policy numbered above, including any and all supplemental extra
benefit riders or agreements issued under said policy, subject to all the terms
and conditions of the policy and this Assignment and to all superior liens, if
any, which the Insurer or ally prior assignee may have against this policy The
assignor by this t and the assignee by acceptance of this Assignment jointly and
severally agree 10 the conditions and provisions herein set forth. This
Assignment is made and the policy is to be held as collateral security for any
and all liabilities of the assignor to the assignee. either now existing or that
may hereafter arise between the assignor or any successors or assigns and the
assignee in conjunction with a Split-Dollar arrangement with regard to this
policy
1.(a) It is expressly agreed that the assignee shall have the following rights:
(1) the right to make and receive loans against the policy to the
extent of aggregate premiums paid by the assignee;
(2) the right to release this Assignment to the assignor or his/her
assigns;
(3) the right, upon 14 days advance written notice to the t to
surrender or partially surrender the policy and to receive, if
such surrender or partial surrender occurs within the five-year
period immediately following the date of this Agreement, the cash
surrender value of the policy numbered above. if such surrender or
partial surrender occurs after the five-year period, the right
shall be limited to the cash surrender values (but not in excess
of Aggregate Premiums, as defined below, paid by the assignee);
(4) the right to receive from the death proceeds, arid to elect an
income settlement option with respect thereto, an amount equal to
the aggregate premiums paid by the assignee until the date Of the
insured's death plus any death proceeds paid by the Insurer
pursuant to the application numbered above, that exceed the amount
payable to the Insured's named beneficiary based on the schedule
of Death Benefits attached (see Appendix A).
1
Del Webb Corporation
Key Executive Life Plan PLUS (KELP PLUS)
Split-Dollar Collateral Assignment - Equity Method
================================================================================
(b) Assignor shall not have the right to make a loan against the policy or
otherwise have access to cash values unless and until such time as the
Assignor's employment is terminated or the Assignor's interest in the
Policy terminates as modified by paragraph 1(a), all other rights in
the policy, including but not limited to the right to designate and
change the beneficiary and the right to receive any cash values in
excess of aggregate premiums paid by the assignee, are reserved to the
assignor and excluded from this Assignment.
(c) Notwithstanding any other provision of this Assignment or the
Split-Dollar Life Insurance Agreement entered into between assignor and
assignee, for all purposes, the assignee shall furnish to the insurer
an affidavit specifying the amount(s) to be paid, or the rights to be
exercised, by each party. Both the assignor and the assignee
acknowledge that, between themselves, they are bound by the limitations
of the Assignment. The insurer will recognize the signature of the
assignee and the insurer is authorized to recognize the assignee's
claims to rights granted by this Assignment without investigating the
reason for any action taken by the assignee, or the validity or the
amount of any liabilities or the existence of any default therein.
Payment by the Insurer of the sums set forth in the affidavit shall be
a full discharge and release therefor to the Insurer.
This assignment does not impede or change the insuurer's right under
the "Policy Loan" provision to charge interest on any policy loan if
interest is not paid under the terms of the policy, the Insurer has the
right to add such interest to the unpaid loan from whatever cash value
remains regardless of who owns that cash value under the terms of the
Assignment.
2. Aggregate premiums paid by the assignee shall include premiums for any
extra benefit riders or agreements issued under this policy. "Aggregate
Premiums" shall mean all premiums paid by the Corporation, including
premiums paid for any extra benefit riders or agreements issued under the
Policy and shall be reduced by any indebtedness and any accrued unpaid
inerest incurred by the Corporation on the Policy.
3. Any death proceeds in excess of the amount payable to the assignee shall be
paid by the Insurer to the bendiciary named under the policy.
4. All provisions of this Assignment are binding upon the executors,
administrators, successors or assigns of the assignor.
5 All options and designations in effect as of the date of this Assignment
shall remain in effect unless specifically changed by this Assignment or by
action taken thereafter consistent with the Assignment.
6 The insurer shall not be responsible for the sufficiency or validity of
this Assignment and is not a party to any split-dollar agreement (or any
other similar agreernent) between the assignee and the assignor.
Signed at _____________________________ on ___________________________________
(City and State) (Date)
- ------------------------------- ---------------------------------
Witness Signature Signature of Owner of Policy
2