EXHIBIT 10.3
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT made this 22nd day of September, 1984, between
Fabri-Centers of America, Inc. ("Corporation"), an Ohio corporation, and Alma
Zimmerman ("Employee"). This Agreement involves a life insurance policy number
4839069 ("Policy") with an initial face amount of $1,800,000 insuring the life
of Alma Zimmerman 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
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President
/s/ ALMA ZIMMERMAN
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Alma Zimmerman
ASSIGNMENT FOR SPLIT DOLLAR PLAN
FOR VALUE RECEIVED the Undersigned hereby assigns to Fabri-Center of
America. Inc. an Ohio corporation ("Assignee"). Policy No. 4839069 issued by
Great West Life Assurance Company, ("Insurer") on the life of Alma Zimmerman and
all supplemental contracts ("Policy") as security for those rights of the
Assignee arising under the terms or the Split-Dollar Agreement between the
Undersigned and the Assignee dated September 22, 1984, subject to all the terms
and conditions of the Policy and to all superior liens, if any, which the
Insurer may have against the Policy.
This Assignment is being made solely for the purpose of evidencing the
rights of Assignee.
The Insurer shall have the right to rely upon a sworn statement of an
officer of the Assignee setting forth the amount to which the Assignee claims to
be entitled to receive from the Policy proceeds. The sole receipt of the
Assignee for any sums received shall be a full discharge and release therefore
to the Insurer. Checks for all or any part or the sums payable under the Policy
and assigned herein. shall be drawn to the exclusive order of the Assignee.
Signed and effective this 19th day of October, 1984.
FABRI-CENTERS OF AMERICA, INC.
By: /s/ MARTIN ROSSKAMM
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President
/s/ ALMA ZIMMERMAN
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Alma Zimmerman