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EXHIBIT 10.16
CHEMED
SPLIT DOLLAR AGREEMENT
This Agreement, made on June 1, 1995, by and between Chemed
Corporation ("the Corporation"), a Delaware corporation with offices at 2600
Chemed Center, 000 X. Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 and
_________________ (the "Employee"), who is an employee of the Corporation.
1. PREMISES
1.1 The Employee is a valuable employee of the
Corporation. He/she wishes to provide adequate
protection for his/her family by insuring his/her
life. The Corporation will assist the Employee in
providing this insurance coverage by payment of
part of the premiums under a split dollar
arrangement, whereby the Employee will be the
owner of a life insurance policy which will be
collaterally assigned to the Corporation as
security for amounts the Corporation will
contribute for the premium payments.
2. APPLICATION FOR INSURANCE
2.1 The Employee has applied to Phoenix Home Life
Mutual Insurance Company for an Executive Equity
Life Insurance Plan on the life of the Employee
for $_______ ("Policy").
3. POLICY OWNERSHIP
3.1 The Employee shall own the Policy and may
exercise all rights of ownership with respect to
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it, subject only to the security interest of the Corporation
as expressed in this Agreement and the collateral assignment
of the Policy to the Corporation.
4. PAYMENT OF PREMIUMS
4.1 On or before the due date of each annual premium
on the Policy, the Corporation will pay to Phoenix Home Life
Mutual Insurance Company an amount equal to the greater of 80
percent of the annual premium or the annual premium less the
economic benefit cost received by the Employee (as measured by
the Phoenix Home Life term insurance rates) for the portion of
the insurance which the beneficiary or beneficiaries named by
the Employee or their transferee would be entitled to receive
if the Employee died during the policy year for which the
annual premium is paid.
4.2 On or before the due date of each annual premium on the
Policy, the Corporation will pay to Phoenix Home Life Mutual
Insurance Company, on behalf of the Employee, the remainder
of the annual premium. This payment will constitute
compensation to the Employee in the form of a bonus and will
be considered paid by the
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Employee for purposes of the Assignment (as
defined in Article 5).
4.3 These premium advances by the Corporation
shall apply specifically to annual premiums due
under the Policy up to the Employee's age of 65.
However, additional premium advances may be made
by mutual agreement of the parties.
5. ASSIGNMENT OF POLICY
5.1 The Employee shall collaterally assign the
Policy to the Corporation so as to reflect the
respective interests of the parties under this
Agreement, said collateral assignment
("Assignment") having been executed by the parties
on the date of this Split Dollar Agreement, and
thus made a part of such Policy and this
Agreement.
6. USE OF DIVIDENDS
6.1 The dividends declared by Phoenix Home Life
Mutual Insurance Company on the Policy will be
used to purchase Option Term with the balance used
to purchase paid-up insurance.
6.2 The dividend option which is specified in
paragraph 6.1 of this Article will not be
terminated or changed without a conforming
amendment to this Agreement and unless such change
is done in accordance with the provisions
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of Part D "Joint Rights" section of the
Assignment.
7. SURRENDER OF POLICY
7.1 The Employee shall have the sole and
exclusive right to surrender the Policy.
7.2 If the Policy is surrendered, the Employee
shall direct the insurance company in writing to
draw a check payable to the Corporation in an
amount equal to the "Assignee's Cash Value
Rights", as defined within the provisions of Part A
"Definitions" section of the Assignment.
7.3 If there is a delay in the surrender of the
Policy by either party to this Agreement, and if
such delay results in diminished policy values
being available to either party, neither party to
this Agreement shall hold the insurance company
liable for such diminution in Policy values.
8. DEATH CLAIMS
8.1 Upon the death of the Employee, the
Corporation shall have an interest in the proceeds
of the Policy equal to the "Assignee's Death
Benefit Share", as defined within the provisions
of Part A "Definitions" section of the Assignment.
The balance of proceeds remaining shall be paid
directly by the
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insurance company to the beneficiary or
beneficiaries designated in the Policy.
9. TERMINATION OF AGREEMENT
9.1 This Agreement shall terminate upon surrender
of the Policy by the Employee or upon thirty (30)
days' written notice of termination given by
either party to the other by registered mail at
the party's last known address.
9.2 Prior to termination of this Agreement, the
Employee shall direct the insurance company in
writing to draw a check payable to the Corporation
for an amount equal to the "Assignee's Cash Value
Interest", as defined within the provisions of
Part A "Definitions" section of the Assignment.
Upon receipt of this amount, the Corporation shall
release the security interest of the Corporation
expressed in this Agreement and the Assignment.
10. SPECIAL PROVISIONS
The following provisions are part of this Plan and
are intended to meet the requirements of the
Employee Retirement Income Security Act of 1974:
10.01 - The named fiduciary: The
Secretary of the Company
10.02 - The funding policy under this
Plan is that all premiums on the
Policy
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be remitted to the Insurer when
due.
10.03 - Direct payment by the
Insurer is the basis of payment
of benefits under this Plan, with
those benefits in turn being based
on the payment of premiums as
provided in the Plan.
10.04 - For claims procedure purposes,
the "Claims Manager" shall be the
Secretary of the Company.
(a) If for any reason a claim
for benefits under this Plan
is denied by the Company, the
Claims Manager shall deliver
to the claimant a written
explanation setting forth
the specific reasons for the
denial, pertinent references
to the Plan section on which
the denial is based, such
other data as may be
pertinent and information on
the procedures to be followed
by the claimant in obtaining
a review of his claim, all
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written in a manner calculated to be
understood by the claimant. For this
purpose:
(1) The claimant's claim shall be
deemed filed when presented
orally or in writing to the Claims
Manager.
(2) The Claims Manager's explanation
shall be in writing delivered to
the claimant within 90 days of
the date the claim is filed.
(b) The claimant shall have 60 days
following his/her receipt of the
denial of the claim to file with the
Claims Manager a written request for
review of the denial. For such review,
the claimant or his/her representative
may submit pertinent documents and
written issues and comments.
(c) The Claims Manager shall decide the
issue on review and
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furnish the claimant with a copy within
60 days of receipt of the
claimant's request for review of
his/her claim. The decision on review
shall be in writing and shall include
specific reasons for the decision
written in a manner calculated to be
understood by the claimant, as well as
specific references to the pertinent
Plan provisions on which the decision
is based. If a copy of the decision is
not so furnished to the claimant within
such 60 days, the claims shall be
deemed denied on review.
11. AMENDMENT AND BINDING EFFECT
11.1 This embodies all agreements by the parties
made with respect to the Policy. The Agreement
shall not be modified or amended except by a
writing signed by the parties. The Agreement
shall be binding upon the parties, their heirs,
legal representatives, successors and assigns.
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12. GOVERNING LAW
12.1 This Agreement shall be subject to and shall
be construed under the laws of the State of Ohio.
Executed by the parties at Cincinnati, Ohio, as of June 1, 1995.
CHEMED CORPORATION
________________________ By: __________________________
Witness Signature, Corporate Title
________________________ By: ___________________________
Witness Employee/Insured
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SCHEDULE TO EXHIBIT 10.16
Name Position Policy Face Amount
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Xxxxx X. XxXxxxxx President $1,968,000
Xxxxx X. Xxxxxx Vice President 1,489,390
Xxxxxxx X. X'Xxxxx Executive Vice President 1,200,000
and Treasurer
Xxxxxx X. Xxxxx Senior Vice President and 1,184,000
and Chief Administrative
Officer
Xxxxxx X. Xxxxxx Vice President 1,033,900
Xxxxxx X. Xxxxxx Vice President and 689,500
Controller
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