Exhibit 10.z
UNITED NATIONAL BANK & TRUST CO.
KEY MAN SPLIT DOLLAR AGREEMENT
THIS KEY MAN SPLIT DOLLAR AGREEMENT is entered into as of this 18th day
of July, 2001, by and between United National Bank & Trust Co., a nationally
chartered, FDIC-insured bank with its main office in Canton, Ohio (the "Bank")
and Xxxxx X. Xxxx, its President and Chief Executive Officer of the Bank (the
"Executive"). This Split Dollar Agreement shall append the Split Dollar
Endorsement entered into on even date herewith, or as subsequently amended, by
and between the aforementioned parties.
To encourage the Executive to remain an employee of the Bank, the Bank
is willing to divide the death proceeds of a life insurance policy on the
Executive's life. The Bank will pay life insurance premiums from its general
assets.
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
"Insurer" means West Coast Life Insurance Company.
"Policy" means insurance policy no. _____________ issued by the
Insurer.
"Insured" means the Executive.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall
have the right to exercise all incidents of ownership. The Bank shall be the
beneficiary of any death proceeds remaining after the Executive's interest has
been paid under Section 2.2 of this Split Dollar Agreement.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary(ies) of death proceeds in the amount of $1,000,000.
The Executive shall also have the right to elect and change settlement options
specified in the Policy that may be permitted.
2.3 Option to Purchase. The Bank shall not sell, surrender or transfer
ownership of the Policy while this Split Dollar Agreement is in effect without
first giving the Executive or the Executive's transferee a right of first
refusal to purchase the Policy for the Policy's interpolated terminal reserve
value. The right of first refusal to purchase the Policy must be exercised
within 60 days from the date the Bank gives written notice of the Bank's
intention to sell, surrender or transfer ownership of the Policy. This provision
shall not impair the right of the Bank to terminate this Split Dollar Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Bank
shall maintain the Policy in full force and effect, and the Bank shall not
amend, terminate or otherwise abrogate the Executive's interest in the Policy
unless the Bank (a) replaces the Policy with a comparable insurance policy to
cover the benefit provided under this Split Dollar Agreement and (b) executes a
new Split Dollar Agreement and Endorsement for the comparable insurance policy.
The Policy or any comparable policy shall be subject to the claims of the Bank's
creditors.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Bank shall pay any premiums due on the Policy.
3.2 Imputed Income. The Bank shall impute income to the Executive in an
amount equal to (a) the current term rate for the Executive's age, multiplied by
(b) the net death benefit payable to the Executive's beneficiary(ies). The
"current term rate" is the minimum amount required to be imputed under Revenue
Rulings 64-328 and 66-110, or any subsequent applicable authority.
ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all interests in the
Policy and in this Split Dollar Agreement to any person, entity or trust. If the
Executive transfers all of the Executive's interest in the Policy, then all of
the Executive's interest in the Policy and in the Split Dollar Agreement shall
be vested in the Executive's transferee, who shall be substituted as a party
hereunder, and the Executive shall have no further interest in the Policy or in
this Split Dollar Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Split Dollar Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. The Bank shall notify in writing any person or
entity making a claim under this Split Dollar Agreement (the "Claimant') of his
or her eligibility or ineligibility for benefits under this Split Dollar
Agreement. The Bank shall provide the written notice within
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90 days after Claimant's written application for benefits. If the Bank
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (a) the specific reasons for the denial, (b) a specific
reference to the provisions of this Split Dollar Agreement on which denial is
based, (c) a description of any additional information or material necessary for
the Claimant to perfect his or her claim, and a description of why it is needed,
and (d) an explanation of this Split Dollar Agreement's claims review procedure
and other appropriate information as to the steps to be taken if the Claimant
wishes to have the claim reviewed. If the Bank determines that there are special
circumstances requiring additional time to make a decision, the Bank shall
notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, extending the time for up to an additional 90
days.
6.2 Review Procedure. If the Bank determines that the Claimant is not
eligible for benefits or full benefits, or if the Claimant believes that he or
she is entitled to greater or different benefits, the Claimant shall have the
opportunity to have his or her claim reviewed by the Bank by filing a petition
for review with the Bank within 60 days after receipt of the written notice
issued by the Bank. The Claimant's petition shall state the specific reasons the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within 60 days after the Bank's receipt of the petition, the Bank
shall give the Claimant (and counsel, if any) an opportunity to present his or
her position to the Bank verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Bank shall notify
the Claimant of the Bank's decision in writing within the 60-day period, stating
specifically the basis of its decision and identifying the specific provisions
of this Split Dollar Agreement on which the decision is based. If, because of
the need for a hearing, the 60-day period is not sufficient, the decision may be
deferred for up to another 60-day period at the election of the Bank, but notice
of this deferral must be given to the Claimant.
ARTICLE 7
AMENDMENTS AND TERMINATION
This Split Dollar Agreement may be amended or terminated only by a
writing signed by the Bank and the Executive.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Split Dollar Agreement shall bind the
Executive and the Bank and their beneficiaries, survivors, executors,
administrators and transferees, and any Policy beneficiary.
8.2 No Guarantee of Employment. This Split Dollar Agreement is not an
employment policy or contract. It does not give the Executive the right to
remain an employee of the Bank, nor does it interfere with the Bank's right to
discharge the Executive. It also does not
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require the Executive to remain an employee nor interfere with the
Executive's right to terminate employment at any time.
8.3 Applicable Law. The Split Dollar Agreement and all rights hereunder
shall be governed by and construed according to the laws of the State of Ohio,
except to the extent preempted by the laws of the United States of America.
8.4 Entire Agreement. This Split Dollar Agreement constitutes the
entire agreement between the Bank and the Executive concerning the subject
matter hereof. No rights are granted to the Executive under this Split Dollar
Agreement other than those specifically set forth herein.
8.5 Administration. The Bank shall have powers which are necessary to
administer this Split Dollar Agreement, including but not limited to the power
to:
(a) interpret the provisions of the Split Dollar Agreement,
(b) establish and revise the method of accounting for the Split
Dollar Agreement,
(c) maintain a record of benefit payments, and
(d) establish rules and prescribe forms necessary or desirable to
administer the Split Dollar Agreement.
8.6 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Split Dollar Agreement. The Bank may delegate to others
certain aspects of management and operational responsibilities, including the
employment of advisors and the delegation of ministerial duties to qualified
individuals.
8.7 Severability. If for any reason any provision of this Split Dollar
Agreement is held invalid, such invalidity shall not affect any other provision
of this Split Dollar Agreement not held so invalid, and each such other
provision shall, to the full extent consistent with the law, continue in full
force and effect. If any provision of this Split Dollar Agreement shall be held
invalid in part, such invalidity shall in no way affect the remainder of such
provision, not held so invalid, and the remainder of such provision, together
with all other provisions of this Split Dollar Agreement shall, to the full
extent consistent with the law, continue in full force and effect.
8.8 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Split Dollar Agreement.
8.9 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed,
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certified or registered mail, return receipt requested, with postage prepaid, to
the following addresses or to such other address as either party may designate
by like notice.
(a) If to the Bank, to:
Board of Directors
United National Bank & Trust Co.
United Bank Plaza
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxx 00000
(b) If to the Executive, to:
__________________________
__________________________
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
IN WITNESS WHEREOF, the Bank and the Executive have signed this Split
Dollar Agreement as of the date and year first written above.
THE EXECUTIVE: THE BANK:
UNITED NATIONAL BANK & TRUST CO.
__________________________ By: _______________________________
Its: _______________________________
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SPLIT DOLLAR POLICY ENDORSEMENT
UNITED NATIONAL BANK & TRUST CO.
KEY MAN SPLIT DOLLAR AGREEMENT
Policy No. _________________________ Insured: Xxxxx X. Xxxx
-------------------
Supplementing and amending the application for insurance to
______________________ ("Insurer") on May 29, 2001 (the application date), the
applicant requests and directs that:
BENEFICIARIES
1. United National Bank & Trust Co., located in Canton, Ohio (the
"Bank"), shall be the beneficiary of any death proceeds remaining after the
Insured's interest has been paid under paragraph (2) below.
2. The Insured or the Insured's transferee shall designate the
beneficiary(ies) of death proceeds in the amount of $1,000,000, subject to the
provisions of paragraph (5) below.
OWNERSHIP
3. The Owner of the Policy shall be the Bank. The Owner shall have all
ownership rights in the Policy except as may be specifically granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.
4. The Insured or the Insured's transferee shall have the right to
assign his or her rights and interests in the Policy with respect to that
portion of the death proceeds designated in paragraph (2) of this endorsement,
and to exercise all settlement options with respect to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
5. Upon the death of the Insured, the interest of any collateral
assignee of the Owner of the Policy designated in (3) above shall be limited to
the portion of the proceeds described in paragraph (1) above.
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OWNER'S AUTHORITY
6. The Insurer is hereby authorized to recognize the Owner's claim to
rights hereunder without investigating the reason for any action taken by the
Owner, including the Owner's statement of the amount of premiums the Owner has
paid on the Policy. The signature of the Owner shall be sufficient for the
exercise of any rights under this Endorsement and the receipt of the Owner for
any sums received by it shall be a full discharge and release therefore to the
Insurer. The Insurer may rely on a sworn statement in form satisfactory to it
furnished by the Owner, its successors or assigns, as to their interest and any
payments made pursuant to such statement shall discharge the Bank accordingly.
7. Any transferee's rights shall be subject to this Endorsement.
8. The Owner accepts and agrees to this split dollar endorsement.
9. The undersigned is signing in a representative capacity and warrants
that he or she has the authority to bind the entity on whose behalf this
document is being executed.
Signed at Canton, Ohio, this 18th day of July, 2001.
UNITED NATIONAL BANK & TRUST CO.
By: /s/ X. Xxxx X'Xxxx
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Its: Vice Chairman
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The Insured accepts and agrees to the foregoing and, subject to the
rights of the Owner as stated above, designates _____________________________,
(relationship: __________________________________________) as primary
beneficiary(s) and ___________________________________, (relationship:
_______________________________) as secondary beneficiary of the portion of the
proceeds described in (2) above.
Signed at Canton, Ohio, this 18th
day of July, 2001.
THE INSURED
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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