EXHIBIT 10.4
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT made this 19th day of October, 1984, between
Fabri-Centers of America, Inc. ("Corporation"), an Ohio corporation, and Betty
Rosskamm ("Employee"). This Agreement involves a life insurance policy number
4839071 ("Policy") with an initial face amount of $1,600,000 insuring the life
of Betty Rosskamm purchased from Great West Life Assurance Company ("Insurance
Company").
1. Description of Policy and Ownership. The Policy has or will be
issued in such form that the Employee (or her designee) shall be named as the
owner. Except as modified by this Agreement, the Employee or her designee as
owner, is entitled to exercise all of the rights available under the Policy. For
example, the Employee or her designee is entitled to designate the beneficiary
of the Policy and is entitled to change the beneficiary.
2. Premiums. The Corporation may, in its discretion, from time to time
advance to the Employee a sum of money equal to all or a portion of the premium
on the Policy. At the request of the Employee, the Corporation may, in its
discretion, pay such advances directly to the Insurance Company.
3. Corporation's Rights. In exchange for such advances, the Corporation
shall have the limited rights described in this paragraph. The Corporation shall
(1) upon surrender of the Policy,
(2) upon termination of this agreement prior to the death of the
insured or
(3) upon the death of the insured prior to surrender of the Policy
or termination of this Agreement
have the right to payment for the surrender or death proceeds of the Policy an
amount equal to the sum of the unrepaid advances the Corporation has made under
this Agreement. Such payment to the Corporation shall be made at the time of the
surrender of the Policy or at the time of the death of the insured. The Employee
may, however, in his discretion, make such payment to the Corporation at any
earlier time. Such payment to the Corporation from the Policy proceeds or from
the Employee shall be a complete discharge of all obligations under this
Agreement. Upon receipt of such payment, the Corporation shall execute a release
of the assignment of the Policy. The Corporation's rights in the Policy shall be
satisfied first from paid-up additions, if any, and then from guaranteed values.
The Corporation shall have no right to surrender the Policy, no right to borrow
from the Policy, no right to pledge the Policy as collateral, and no right to
assign its rights to anyone other than the owner of the Policy.
4. Assignment. The Corporation's rights shall be evidenced by an
Assignment signed by the owner of the Policy. The Corporation shall take no
action that would endanger the interest of the Employee or her designee under
the Policy, or the payment to the beneficiary of that portion of the Policy
proceeds provided by this Agreement.
5. Termination. This Agreement shall terminate on the eighth (8th)
anniversary of the date of issue of the Policy as shown on the Policy. Further.
either the Corporation or the Employee may terminate this Agreement at any time
following thirty (30) days written notice to the other party.
6. Successors and Assigns. All the Corporation's rights under this
Agreement will pass to and this Agreement will be binding upon the Corporation's
successors and assigns. All the Employee's rights under this Agreement will pass
to and this Agreement will be binding upon the Employee's assigns, heirs,
beneficiaries, executors and administrators.
Signed and effective the day and date first written above.
By: /s/ MARTIN ROSSKAMM
----------------------------
President
/s/ BETTY ROSSKAMM
--------------------------
Individually
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT made this 19th day of October, 1984, between
Fabri-Centers of America, Inc. ("Corporation"), an Ohio corporation, and Betty
Rosskamm ("Employee"). This Agreement involves a life insurance policy number
4839070 ("Policy") with an initial face amount of $1,600,000 insuring the life
of Betty Rosskamm purchased from Great West Life Assurance Company ("Insurance
Company").
1. Description of Policy and Ownership. The Policy has or will be
issued in such form that the Employee (or her designee) shall be named as the
owner. Except as modified by this Agreement, the Employee or her designee as
owner, is entitled to exercise all of the rights available under the Policy. For
example, the Employee or her designee is entitled to designate the beneficiary
of the Policy and is entitled to change the beneficiary.
2. Premiums. The Corporation may, in its discretion, from time to time
advance to the Employee a sum of money equal to all or a portion of the premium
on the Policy. At the request of the Employee, the Corporation may, in its
discretion, pay such advances directly to the Insurance Company.
3. Corporation's Rights. In exchange for such advances, the Corporation
shall have the limited rights described in this paragraph. The Corporation shall
(1) upon surrender of the Policy,
(2) upon termination of this agreement prior to the death of the
insured or
(3) upon the death of the insured prior to surrender of the Policy
or termination of this Agreement
have the right to payment for the surrender or death proceeds of the Policy an
amount equal to the sum of the unrepaid advances the Corporation has made under
this Agreement. Such payment to the Corporation shall be made at the time of the
surrender of the Policy or at the time of the death of the insured. The Employee
may, however, in his discretion, make such payment to the Corporation at any
earlier time. Such payment to the Corporation from the Policy proceeds or from
the Employee shall be a complete discharge of all obligations under this
Agreement. Upon receipt of such payment, the Corporation shall execute a release
of the assignment of the Policy. The Corporation's rights in the Policy shall be
satisfied first from paid-up additions, if any, and then from guaranteed values.
The Corporation shall have no right to surrender the Policy, no right to borrow
from the Policy, no right to pledge the Policy as collateral, and no right to
assign its rights to anyone other than the owner of the Policy.
4. Assignment. The Corporation's rights shall be evidenced by an
Assignment signed by the owner of the Policy. The Corporation shall take no
action that would endanger the interest of the Employee or her designee under
the Policy, or the payment to the beneficiary of that portion of the Policy
proceeds provided by this Agreement.
5. Termination. This Agreement shall terminate on the eighth (8th)
anniversary of the date of issue of the Policy as shown on the Policy. Further,
either the Corporation or the Employee may terminate this Agreement at any time
following thirty (30) days written notice to the other party.
6. Successors and Assigns. All the Corporation's rights under this
Agreement will pass to and this Agreement will be binding upon the Corporation's
successors and assigns. All the Employee's rights under this Agreement will pass
to and this Agreement will be binding upon the Employee's assigns, heirs,
beneficiaries, executors and administrators.
Signed and effective the day and date first written above.
By: /s/ MARTIN ROSSKAMM
----------------------------
President
/s/ BETTY ROSSKAMM
--------------------------
Individually