ACCESS NATIONAL BANK SPLIT DOLLAR LIFE INSURANCE AGREEMENT Economic Benefit Regime – Endorsement Method
Exhibit 10.17
FORM OF SPLIT DOLLAR LIFE INSURANCE AGREEMENT BETWEEN ACCESS NATIONAL BANK AND CERTAIN EXECUTIVE OFFICERS
ACCESS NATIONAL BANK
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Economic Benefit Regime – Endorsement Method
THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is made and entered into this _ day of , , by and between Access National Bank (the “Bank”), a banking corporation organized and existing under the laws of the Commonwealth of Virginia, and Executive Name (the "Insured").
WHEREAS, the Insured is employed by the Bank; and
WHEREAS, the Bank highly values the efforts, abilities, and accomplishments of the Insured and, as an inducement for the Insured’s continued employment, wishes to assist the Insured with his personal insurance program; and
WHEREAS, the Bank has determined that this assistance can best be provided under a "split-dollar" arrangement as defined in Treasury Regulations §§1.61-22(b)(1)&(2); and
WHEREAS, the Bank wishes to provide life insurance protection for the Insured’s family in the event of the Insured’s death, under policies of life insurance insuring the life of the Insured (the “Policy” or the “Policies”), which are described in Exhibit A attached hereto, and which were or are being issued by Mass Mutual Life Insurance Company and Ohio National Life Insurance Company (the “Insurer” or the “Insurers”); with such additions and deletions as may be made from time to time by amendments to Exhibit A; and
WHEREAS, the Bank is willing to pay the premiums due on the Policies as an additional employment benefit for the Insured, on the terms and conditions hereinafter set forth; and
WHEREAS, the Bank is the sole owner of the Policies and has elected to allow the Insured to name a personal beneficiary for a portion of the death proceeds of the Policies;
NOW, THEREFORE, in consideration of the mutual undertakings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Insured agree as follows:
ARTICLE I
“Definitions”
1.1 Refer to Policy contracts for the definitions of any terms in this Agreement that are not defined herein.
ARTICLE II
2.1 Policies, and The parties hereto have taken or will take all necessary action to cause the Insurers to issue the shall take any further action which may be necessary to cause the Policies to conform to the provisions of this Agreement. The parties hereto agree that the Policies shall be subject to the terms and conditions of this Agreement and of the endorsements to the Policies filed with the Insurers.
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ARTICLE III
3.1 Title and ownership of the Policies shall reside in the Bank for its use and for the use of the Insured, all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the Policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject 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.
3.2 The Bank, at its sole discretion, shall have the right to determine the face amount of the Policy purchased on the Insured and shall have the right to determine whether the Policy is term, universal or whole life.
ARTICLE IV
“Beneficiary”
4.1 Beneficiary Designation. The Insured shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement. The Insured shall have the right to name such beneficiary at any time prior to the Insured’s death and submit it to the Plan Administrator (or Plan Administrator’s representative) on the written beneficiary designation form provided.
4.2 Beneficiary Acknowledgment. Once received and acknowledged by the Plan Administrator, the beneficiary designation form shall be effective. The Insured may change a beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original beneficiary designation and shall automatically supersede the existing beneficiary form on file. Upon the acceptance by the Plan Administrator of a new beneficiary designation form, all previously filed beneficiary designation forms shall be cancelled. The Bank shall be entitled to rely on the last beneficiary designation form filed by the Insured and accepted by the Plan Administrator prior to the Insured’s death.
4.3 `No Beneficiary Designation. If the Insured dies without a valid beneficiary designation on file, or if all designated beneficiaries predecease the Insured, then the Insured’s surviving spouse shall be the designated beneficiary. If the Insured has no surviving spouse, the benefits shall be made payable to the personal representative of the Insured’s estate.
4.4 Facility of Payment. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person legally declared incompetent, or to a person legally deemed incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Insured and the beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.
ARTICLE V
"Premium Payment and Taxable Benefit"
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ARTICLE VI
"Ownership of the Cash Surrender Value of a Policy"
6.1 The Bank shall at all times be entitled to one hundred percent (100%) of each Policy’s cash value, as that term is defined in the Policy contract, less any Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank. Such cash value shall be determined as of the date of surrender or death as the case may be.
ARTICLE VII
"Rights of Insured or Assignees"
7.1 The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject Policies nor any rights, options, privileges or duties created under this Agreement, other than the right to name a beneficiary from time to time.
ARTICLE VIII
"Limitations on Bank’s Rights in Policies"
8.1 Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender a Policy without terminating this Agreement, provided: (i) the Bank replaces the Policy with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement; and (ii) the Bank and the Insured (who will not unreasonably withhold his or her signature) execute a new Policy endorsement for said comparable coverage arrangement, at which time all references to “Policy” hereunder shall refer to such replacement coverage arrangement. Without limitation, the Policies at all times shall be the exclusive property of the Bank and shall be subject to the claims of the Bank’s creditors.
ARTICLE IX
9.1 The Bank may pledge or assign a Policy, subject to the terms and conditions of this Agreement, for the sole purpose of securing a loan from the Insurer or from a third party. Interest charges on such loan shall be paid by the Bank. If the Bank so encumbers a Policy, other than by a Policy loan from the Insurer, then, upon the death of the Insured, the Bank shall promptly take all action necessary to secure the release or discharge of such encumbrance.
ARTICLE X
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ARTICLE XI
"Termination of the Agreement”
11.1 This Agreement shall terminate upon the occurrence of any one of the following:
(1) The total cessation of the business of the Bank;
(2) The bankruptcy, receivership or dissolution of the Bank;
(3) The termination of the Insured’s employment;
(4) While the Insured is living by written notice thereof by either the Bank or the Insured to the
other;
(5) Surrender, lapse, or other termination of the Policies by the Bank; or
(6) Upon distribution of the death benefit proceeds in accordance with Article X.
11.2 Upon the termination of this Agreement, the Bank may make such disposition of the Policies as it determines to be appropriate. Insured will have no rights in such Policies, or the death benefit proceeds thereof, if this Agreement is terminated.
ARTICLE XII
12.1 The Insurer shall be fully discharged from its obligations under the Policies by payment of the Policy death benefit to the beneficiary or beneficiaries named in the Policies, subject to the terms and conditions of the Policies. In no event shall the Insurer be considered a party to this Agreement, or any modification or amendment hereof, and the provisions herein shall in no way be construed as enlarging, changing, varying or in any other way affecting the obligations of the Insurer as expressly provided in the Policy, except insofar as the provisions hereof are made a part of a Policy by the beneficiary designation form executed by the Bank and filed with the Insurer in connection herewith.
ARTICLE XIII
"Administration”
13.1 Plan Administrator. This Agreement shall be administered by the Bank’s board of directors or any subset of the board at the pleasure of its Chairman (the “Plan Administrator”).
13.2 Plan Administrator Duties. The Plan Administrator shall have the discretion and authority to: (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement; and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement.
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13.3 Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.
13.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator, and those to whom management and operation responsibilities of the plan have been delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.
ARTICLE XIV
"Claims and Review Procedures”
(1) The specific reason or reasons for such denial;
(2) The specific reference to pertinent provisions of this Agreement on which such denial is based;
(3) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;
(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and
(5) The time limits for requesting a review under Section 14.3 and for review under Section 14.4
hereof.
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ARTICLE XV
15.1 This Agreement may not be amended, altered, or modified, except by a written instrument signed by the parties hereto, or their respective successors or assigns, and may not be otherwise terminated except as provided herein.
ARTICLE XVI
16.4 Applicable Law. This Agreement and the rights of the parties hereunder, shall be governed by and construed according to the laws of the Commonwealth of Virginia, except to the extent preempted by the laws of the United States of America.
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.
EXECUTIVE: | ACCESS NATIONAL BANK: | ||
By: | |||
Executive Name | |||
Title |
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EXHIBIT A
The following life insurance Policies are subject to the attached Split-Dollar Agreement:
Insurer:
Insured:
Policy Number: | |||
Insurer: | |||
Insured: | |||
Policy Number: |
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ACCESS NATIONAL BANK
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
BENEFICIARY DESIGNATION FORM
Insured: | ||
Social Security Number: |
Definitions:
Primary Beneficiary means the person(s) who will receive the Insured’s share of death benefit in the event of the Insured’s death. Proceeds will be divided in equal shares if multiple beneficiaries are named, unless otherwise indicated. If percentages are listed, the total must equal 100%.
Contingent Beneficiary means the person(s) who will receive the Insured’s share of death benefit if the primary beneficiary is not living at the time of the Insured’s death.
Trust as Beneficiary Designation can be done using the following written statement: “To [name of trustee], trustee of the [name of trust], under a trust agreement dated [date of trust].”
Primary Beneficiary | DOB | Social Security # | Address | % of Proceeds | ||||
Contingent Beneficiary | DOB | Social Security # | Address | % of Proceeds | ||||
The undersigned Insured acknowledges that the Bank is providing this death benefit subject to the terms and conditions of the Agreement entered into with the Insured; only to the extent that the death benefit is actually paid by the Insurer, and that the Bank is also entitled to separate benefits in the Policies.
Insured’s Signature | Date | |
Acknowledged Receipt by the Bank: | ||
Plan Administrator |
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