Exhibit 10.8
Key Executive Life Plan II
Number of Participants: 55
Total Initial Death Benefit: $12,875,000
Del Webb Corporation
Amended and Restated - Key Executive Life Plan (KELP II)
Split-Dollar Life Insurance Agreement
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THIS AGREEMENT, is made as of the day of _______________, 19__, 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 a Key Executive Life Plan II,
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 Security Life of
Denver Insurance Company under Policy
Number ___________ hereinafter called the
Policy.
Security 2. As security for the Corporation's
interest in the Cash 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.
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Del Webb Corporation
Amended and Restated - Key Executive Life Plan (KELP II)
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; 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, 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
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 proceeds
in excess of the Corporation's interest
shall be owned by and payable to, or as
designated by, the Employee.
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Del Webb Corporation
Amended and Restated - Key Executive Life Plan (KELP II)
Split-Dollar Life Insurance Agreement
================================================================================
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.
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
Security Life of Denver Insurance Company
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 Security Life of Denver
Insurance Company. The Employee 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
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:
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Del Webb Corporation
Amended and Restated - Key Executive Life Plan (KELP II)
Split-Dollar Life Insurance Agreement
================================================================================
(1)Upon termination of this Agreement
resulting from death of the Insured, the
Corporation's share of the Policy's death
proceed shall be an amount equal to its
Aggregate Premiums paid, as defined in
Article 6(5), plus any death proceeds paid
under the Policy that exceed the amount
payable to the Insured's named beneficiary
based on the current schedule of Death
Benefits as set forth on Appendix A
attached to this Agreement.
(2)Upon termination of this Agreement
for reasons other than the death of the
Insured, the Corporation's share of the
Policy's Cash Value shall be an amount
equal to its Aggregate Premiums paid. The
excess, if any, of the Policy's Cash Value
shall be paid to the Employee.
(3)Upon the Corporation's surrender or
partial surrender of the Policy in
accordance with Article 5, the
Corporation's share of the Policy's Cash
Value shall be an amount equal to its
Aggregate Premiums paid. The excess, if
any, of the Policy's Cash 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. "Cash Value" shall
mean the guaranteed cash value of the
Policy, plus the cash value of any dividend
additions as of the date to which premiums
have been paid and any dividend credits
outstanding, and reduced by any
indebtedness and any accrued unpaid
interest incurred by the Corporation on the
Policy.
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Del Webb Corporation
Amended and Restated - Key Executive Life Plan (KELP II)
Split-Dollar Life Insurance Agreement
================================================================================
Application for Additional 7. Should the parties to this Agreement
Agreements or Riders deem 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. 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 for which this
Agreement is hereby designated the written
plan instrument.
Claims and Review 9. At the Insured's death, the Corporation
Procedure and the beneficiary designated to receive
proceeds 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 Security Life of Denver
Insurance Company an affidavit specifying
the amount of death proceeds 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.
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Del Webb Corporation
Amended and Restated - Key Executive Life Plan (KELP II)
Split-Dollar Life Insurance Agreement
================================================================================
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.
The Corporation's liability under this
Agreement shall not exceed the amount of
proceeds it has received from the insurance
company.
Payment of Proceeds 10. In lieu of the lump sum payable at
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
proceeds as enumerated in the Policy and
known as "settlement options" with respect
to the portion of the Policy's death
proceeds 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 proceeds
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.
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Del Webb Corporation
Amended and Restated - Key Executive Life Plan (KELP II)
Split-Dollar Life Insurance Agreement
================================================================================
Interpretation 12. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year First hereinabove written.
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(Assignor)
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(Corporation)
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(Witness) (By)
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Del Webb Corporation
Key Executive Life Plan II
Split-Dollar Collateral Assignment - Equity Method
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Policy Number Insured
Both copies of this Assignment should be forwarded to the Home Office. One copy
will be retained by the Company (hereafter called the Insurer) which is Security
Life of Denver Insurance Company.
The undersigned owner/applicant of the policy to be issued pursuant to
application Part I number _____________ and dated ___________________ for
insurance on the life of the insured named above authorizes the Insurer to
insert the policy number in this Assignment after said policy is issued.
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Owner/Applicant
ASSIGNOR________________________________________________________________________
ASSIGNEE: Del Webb Corporation
2231 East Camelback Road, Suite 400
Phoenix, Arizona 85016
FOR VALUE RECEIVED, the undersigned owner (hereafter called the assignor)
assigns, transfers and sets over to 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 any prior assignee may have against this
policy. The assignor by this instrument and the assignee by acceptance of this
Assignment jointly and severally agree to 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 Insured, to
surrender or partially surrender the policy and to receive the cash
values and any dividend credits outstanding (but not in excess of
Aggregate Premiums (as defined below) paid by the assignee); and
(4) the right to receive from the death proceeds, and 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).
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Del Webb Corporation
Key Executive Life Plan II
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. Except 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 and dividend credits outstanding 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 Insurer'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 interest incurred by the Corporation on the Policy
and the amount of any Policy dividends used to reduce or offset such
premiums.
3. Any death proceeds in excess of the amount payable to the assignee
shall be paid by the Insurer to the beneficiary 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 Il not a party to any split-dollar agreement
(or any other similar agreement) between the assignee and the
assignor.
Signed at____________________________________ on________________________________
(City and State) (Date)
SIGN ORIGINAL AND DUPLICATE
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Witness Signature Signature of Owner of Policy
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