1
Exhibit 10.9
MULTI-LIFE EXECUTIVE BENEFIT PLAN
---------------------------------
ENDORSEMENT SPLIT DOLLAR
------------------------
"FLEXIBLE PREMIUM LIFE INSURANCE"
---------------------------------
MASTER AGREEMENT
----------------
This Executive Benefit Master Agreement is established as of the 1st day of
January, 1990, by Medex, Inc., of Hilliard, Ohio, a Corporation organized and
existing under the laws of the State of Ohio; hereinafter referred to as
"Corporation", and certain select key employees; hereinafter referred to as "Key
Executive", who shall elect to become a party to this Master Agreement by
execution of a Joinder Agreement in a form provided by Corporation.
Key Executives have now and for years past faithfully served the Corporation and
the Board of Directors by Resolution has declared that their services have been
exceptional merit; in excess of compensation paid and an invaluable contribution
to the profits and position of Corporation in its filed of business activity.
The Corporation further concludes that the continued services of such select Key
Executives is so essential to the Corporation's future growth and continued
profits that it would suffer severe financial loss should any Key Executive
leave the Corporation and prematurely terminate his/her services.
Accordingly, it is to the mutual benefit of both the Corporation and the Key
Executives that the employment relationship continue; and based upon the Key
Executives' services performed in the past and those to be performed in the
future, Corporation agrees to provide the following Executive Benefit:
ENDORSEMENT SPLIT DOLLAR
"FLEXIBLE PREMIUM LIFE INSURANCE"
The respective rights and duties of the Corporation and Key Executive in the
subject policy shall be as defined in the following numbered paragraphs, namely:
I. DEFINITIONS (Refer to Policy Contract to Confirm Correct Definitions)
"DEATH PROCEEDS": Death Proceeds as used in this Agreement shall mean:
Death benefits as defined by the policy.
"CASH VALUES": Cash Values as used in this Agreement shall mean: The
Surrender Benefit, as that term is defined in the policy contract.
"Planned Periodic Premium" shall mean the level premium selected by
the Corporation subject to the Insurer's minimum premium requirements.
2
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Corporation for its
use and for the use of Key Executive, all in accordance with
this Agreement. The Corporation alone may, to the extent of
its interest, exercise the right to borrow or withdraw on the
policy cash values. Where the Corporation and Key Executive
(or his/her assignee, with the consent of the Key Executive)
mutually agree to exercise the right to increase the coverage
under the subject Split Dollar Policy, then, in such event,
the rights, duties and benefits of the parties to such
increased coverage shall continue to be subject to the terms
of this Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
Key Executive (or his/her assignee) shall have the right and
power to designate a beneficiary or beneficiaries to receive
his/her share of the proceeds payable on his/her death and to
elect and change a payment option for such beneficiaries but
subject to any right or interest the Corporation may have in
such proceeds as provided in this Agreement. Key Executive's
beneficiary(s) shall be as listed in a Direction for
Settlement form and the Joinder Agreement to be executed
hereafter.
IV. EMPLOYER-PAY-ALL PREMIUM PAYMENT METHOD
The Corporation shall pay all Planned Periodic Premiums
annually, as of the date of issue and upon each subsequent
premium due date, upon a policy issued by
______________________________, having a specified amount as
set forth in a Joinder Agreement to be executed hereafter.
V. ASSUMPTION OF PREMIUM PAYMENT OBLIGATION BY THE OTHER PARTY
In the event the Corporation fails to fulfill the obligation
to pay all premiums as contemplated in Paragraph IV., the Key
Executive may freely assume such obligation in which event the
rights under the policy shall be altered in the manner
described in Paragraph VIII.
VI. DIVISION OF DEATH PROCEEDS OF POLICY
The division of death proceeds of the policy, when premiums
are paid in accord with Paragraph IV. and when insured's death
occurs before the end of the grace period for any premium
default, is as follows:
2
3
A. The Corporation shall be entitled to an amount equal to the
amount of the premiums paid, less any indebtedness, interest on
such indebtedness, or withdrawals previously exercised by
Corporation, such values determined as of the date of death.
B. The Key Executive's (or his/her assignee's) beneficiary(s),
designated in accordance with Paragraph III., shall be entitled
to the remainder of such proceeds.
C. Corporation and Key Executive (or his/her assignees) shall share
in any interest due on the death proceeds as their respective
share of the proceeds as above-defined bears to the total
proceeds excluding any such interest or unearned premium.
VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY
Division of the cash surrender value of the policy, when premiums are
paid in accord with Paragraph IV. and when surrender occurs not later
than sixty days after due date of any premium in default, are as
follows:
The Corporation shall be entitled to an amount equal to the
policy's cash value, as that term is defined herein, less any
policy loans and unpaid interest or cash withdrawals previously
incurred by the Corporation and any applicable policy surrender
charges. Such cash value shall be determined as of the date of
surrender.
VIII. PARTIES' RIGHTS WHERE PREMIUM PAYMENT VARIATIONS EXIST
When premiums are not paid in strict accord with Paragraph IV.,
division of death proceeds or net cash value of the policy, as in
either case is defined in Paragraph VI. or VII., shall be as follows:
In the event the Corporation should pay less in the aggregate
than the share of planned periodic premiums, as defined in
Paragraph IV., then the Corporation's share of death proceeds or
of the net cash value of the policy on surrender shall be
decreased within the limits of such proceeds or cash value, as
the case may be, by the total amount of such decreased premiums.
The Key Executive's (or his/her assignee's) designated
beneficiary, in the event of death, and the Key Executive (or
his/her assignee), in the event of surrender, shall be entitled
to any remainder of proceeds or net cash value.
3
4
IX. NONFORFEITURE DEATH PROCEEDS
The Corporation's share of death proceeds payable on the Key
Executive's death while the policy is in force under any of its
nonforfeiture provisions shall be an amount equal to the premiums
paid value at the date of default in premium payment.
X. NONFORFEITURE CASH VALUE
The Corporation's share of the cash value payable on surrender of
the policy while it is in force under any of its nonforfeiture
provisions shall be an amount equal to the cash value at the date
of surrender.
XI. TERMINATION OF AGREEMENT
This Agreement shall terminate upon the occurrence of any one of
the following events:
A. Termination by either party upon submission of 30-day
written notice to the other party;
B. Termination of the Key Executive's employment;
Upon any such termination, and at such time as the cash value of
the policy equals or exceeds the premium paid to date, the Key
Executive, upon request within 30 days of such termination, and
subject to approval by the Board of Directors of the Corporation,
shall have an option to receive an assignment of the policy upon
the payment to the Corporation of an amount equal to the premiums
paid less any policy loans or withdrawals, prior to the date of
such assignment.
Should Key Executive (or his/her assignee) fail to exercise the
option within the prescribed 30-day period or should the Board of
Directors of the Corporation fail to approve an assignment of the
policy, Key Executive (or his/her assignee) agrees that he/she
waives all rights in the policy and all rights under this
Agreement and that Corporation may deal with the policy in any
manner it sees fit.
XII. INSURED OR ASSIGNEE'S ASSIGNMENT RIGHTS
Key Executive (or his/her assignee) may, at any time, assign to
any individual, trust or other organization all right, title and
interest in the subject policy and all rights, options,
privileges and duties created under this Agreement.
4
5
XIII. AGREEMENT BINDING UPON PARTIES
This Agreement shall bind the Key Executive and the Corporation,
their heirs, successors, personal representatives and assigns.
XIV. FUNDING
The funding policy for the Split Dollar arrangement shall be to
maintain the subject policy in force by paying, when due, all
premiums required.
XV. AMENDMENT
The Split Dollar plan may be amended at any time and from time to
time by a written instrument executed by the Key Executive (or
his/her assignees) and the Corporation.
XVI. GOVERNING LAW
This Agreement has been drawn, executed and is to be performed in
the State of Ohio and shall be construed and enforced in
accordance with the laws of the State of Ohio.
XVII. CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN
Claim forms or claim information as to the subject policy can be
obtained by contacting .
--------------------
XVIII. INSURANCE COMPANY NOT A PARTY TO AGREEMENT
The Insurer shall not be deemed a party to this Agreement but
will respect the rights of the parties as herein developed upon
receiving an executed copy of this Agreement. Payment or other
performance of its contractual obligations in accordance with the
policy provisions shall fully discharge the Insurer for any and
all liability. The parties hereto shall be bound by the terms and
conditions of the policy contract and in the event of any
conflicts between this Agreement and the policy contract, the
policy contract shall be controlling.
IN WITNESS WHEREOF, Medex, Inc. has executed this Executive Benefits Master
Agreement as of this 1st day of January, 1990.
/s/Robert E. Boyd, Jr. /s/Medex, Inc.
- ---------------------- -------------------------
(WITNESS) MEDEX, INC.
BY: /s/ Craig Waldbillig CEO
------------------------
5
6
Exhibit 10.9
MULTI-LIFE EXECUTIVE BENEFIT PLAN
---------------------------------
ENDORSEMENT SPLIT DOLLAR
------------------------
"FLEXIBLE PREMIUM LIFE INSURANCE"
---------------------------------
JOINDER AGREEMENT TO MASTER AGREEMENT
-------------------------------------
____________________, at the invitation of Medex, Inc., hereby applies for
participation in the EXECUTIVE BENEFIT MASTER AGREEMENT established for its Key
Executives on January 1, 1990, as such Agreement may now exist or hereafter be
modified; and further agrees to the terms and conditions thereof.
____________________, understands and acknowledges that no provision of the
aforementioned Master Agreement shall be deemed to limit or restrict any
employment agreement now existent or hereafter entered into, nor shall any of
its conditions create any specific employment term or rights thereunder.
Benefits provided ____________________, shall include:
ENDORSEMENT SPLIT DOLLAR
"FLEXIBLE PREMIUM LIFE INSURANCE"
During Executive's employment years, Executive may designate
the beneficiary for the amount in excess of the premiums
paid by Corporation on a certain split dollar life insurance
policy issued by ____________________ having a face amount
of _______________. The Executives excess death benefit
shall by payable to the beneficiary as elected herein and
set forth in the Direction for Settlement form delivered to
____________________.
The details of the Plan elected above are set forth in an Executive Benefits
Master Plan, the terms of which are hereby incorporated by reference.
The Executive requests that the death benefits as provided under the Executive
Benefit Master Agreement be payable to: ____________________, if living or if
not, to ____________________.
This Joinder Agreement shall become effective as of the date below stated and
upon receipt by Corporation's duly authorized officer.
Dated as of this _____ day of ____________________, at Columbus, Ohio.
This Joinder Agreement received, acknowledged and accepted as of this _____ day
of ____________________.
_______________________
Medex, Inc.