KEARNY FEDERAL SAVINGS BANK
EXECUTIVE LIFE INSURANCE AGREEMENT
FOR (Senior Officer)
Policy No. ("Policy") Insurer ("Insurer)
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Bank: Kearny Federal Savings Bank, Kearny, New Jersey ("Bank")
Insured: (Insert Name of Officer)
Relationship of Insured to Bank: [Executive]
The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:
I. DEFINITIONS
Refer to the policy contract for the definition of all terms in this
Agreement, which contract is incorporated by reference.
II. POLICY TITLE AND OWNERSHIP
Title and ownership of the Policies referenced above 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.
III. BENEFICIARY DESIGNATION RIGHTS
The Insured (or assignee) 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, subject to any right or interest the
Bank may have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
The Bank shall pay an amount equal to the planned premiums and any other
premium payments that might become necessary to keep the policy in force.
Notwithstanding the foregoing, the Bank shall have the absolute and sole
right to terminate and surrender the policy that is the subject matter of
this Agreement.
V. TAXABLE BENEFIT
Annually, the Insured will recognize a taxable benefit equal to the assumed
cost of insurance as required by the Internal Revenue Service ("IRS"), as
determined from time to time. The Bank (or its administrator) will report
to the Insured the amount of such imputed income each year on IRS Form W-2
or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraphs VII and X herein, the division of the death proceeds
of the Policy is as follows:
A. If (i) the Insured is employed by the Bank at the time of his or her
death, or (ii) the Insured has previously ceased employment with the
Bank at any time on or after attainment of the age of fifty-five (55)
and at which time the sum of the years of service of the Insured (as
years of service is defined in accordance with the Bank's
tax-qualified employee stock ownership plan as of the date of this
Agreement) and his or her age equals or exceeds seventy (70); or the
Insured was previously employed by the Bank as of the date of his or
her sixty-second (62nd) birthday (in either case at (ii), being
considered to be "Retirement"), then, the Insured's Beneficiary(ies),
designated in accordance with Paragraph III, shall be entitled to
payment from the Policy proceeds directly from the Insurer of an
amount equal to (1) or (2), as follows:
1) if the Insured is employed by the Bank at the time of death,
then the Insured's Beneficiary(ies) shall be paid a death
benefit from the Insurer in the aggregate amount equal to
two hundred percent (200%) times the Insured's highest
annual base salary (not including bonus, equity
compensation, deferred compensation or any other forms of
compensation) in effect at the Bank at any time during the
three calendar years prior to the date of death of the
Insured, or
2) if the Insured's death shall follow the Retirement of the
Insured, then the Insured's Beneficiary(ies) shall be paid a
death benefit from the Insurer in the aggregate amount equal
to two hundred percent (200%) times the Insured's highest
annual base salary (not including bonus, equity
compensation, deferred compensation or any other forms of
compensation) in effect at the Bank at any time during the
three calendar years prior to the date of Retirement of the
Insured.
Notwithstanding the foregoing, the maximum payment due and payable to
the Insured's Beneficiary(ies) from the Insurer in accordance with
this Agreement and payable from the sum of all of the Policies noted
above shall not exceed $1,500,000 in the
aggregate. To the extent possible, an equal amount of each Policy's
proceeds shall be payable to the Insured's Beneficiary(ies), not to
exceed the aggregate death benefits payable under such Policy. Any
amount payable in accordance with Section VI.A in excess of a Policy's
proceeds shall thereafter be paid by any remaining Policies proceeds
pro rata.
B. Subject to the obligations set forth herein, the Bank shall be
entitled to the remainder of such Policy proceeds, if any.
VII. OWNERSHIP OF THE CASH SURRENDER VALUE OF THE POLICY
The Bank shall at all times be entitled to one hundred percent (100%) of
the 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.
VIII. CHANGE OF CONTROL OF BANK
If a Change of Control of the Bank shall occur prior to the Insured's
termination of employment or Retirement, then the death benefit coverage
set forth in Section VI shall remain in effect until the Insured's death
notwithstanding the conditions of age and/or years of service set forth at
Section VI, unless this Agreement is otherwise terminated pursuant to its
terms not less than one year prior to such date of a Change in Control.
Coverage under this Agreement for the Insured who terminates employment
with the Bank (for reasons other than death or a Change in Control of the
Bank) prior to satisfaction of the Retirement requirements of Section VI
(and prior to the occurrence of a Change of Control) will cease on his or
her last day of employment with the Bank.
For purposes of the above, A "Change of Control" shall mean: (i) the sale
of all, or substantially all, of the assets of the Bank or any parent
corporation of the Bank ("Parent"); (ii) the merger or recapitalization of
the Bank or the Parent whereby the Bank or the Parent is not the surviving
entity; (iii) a change in control of the Bank or the Parent, as otherwise
defined or determined by the Office of Thrift Supervision or regulations
promulgated by it; or (iv) the acquisition, directly or indirectly, of the
beneficial ownership (within the meaning of that term as it is used in
Section 13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder) of twenty-five percent (25%) or more of
the outstanding voting securities of the Bank or Parent by any person,
trust, entity or group. This limitation shall not apply to the purchase of
shares by underwriters in connection with a public offering of the Parent
stock, or the purchase of shares of up to twenty-five percent (25%) of any
class of securities of the Parent by a tax-qualified employee stock benefit
plan. The term "person" refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Board as to whether a
Change in Control has occurred shall be conclusive and binding. However, a
Change in Control shall not be deemed to have occurred as a result of (i) a
holding company reorganization of the Bank and simultaneous acquisition of
more than 50% of the Bank's stock (following a conversion of the Bank's
mutual holding company structure to full stock form) by a Parent, (ii) the
reorganization of the Bank into a new holding company form whereby the
Parent shall own 100% of the stock of the Bank and public stockholders
shall own 100% of the Parent common stock, or (iii) the issuance of shares
of Bank or Parent common stock to public shareholders, provided that a
majority of the voting stock of the Bank or Parent continue to be owned by
a mutual holding company in accordance with regulations of the Office of
Thrift Supervision or other applicable banking regulatory agency.
IX. RIGHTS OF INSURED OR ASSIGNEES
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 Policy nor any rights, options, privileges or duties created
under this Agreement, other than the right to name a Beneficiary(ies) from
time to time.
X. TERMINATION OF AGREEMENT
This Agreement shall terminate upon the occurrence of any one of the
following:
A. The Insured shall be discharged from employment with the Bank "for
cause." The term "for cause" shall include termination because of the
Participant's personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule
or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of
the Plan; or
B. Surrender, lapse, or other termination of the Policy by the Bank. The
Policy (and all rights of the Insured and his/her beneficiaries) will
also terminate if any regulatory agency requires the Bank to sever its
relationship with the Insured, if the Bank is subjected to banking
regulatory restrictions limiting its ability to pay such compensation
to the Insured, upon the occurrence of the bankruptcy, insolvency,
receivership or dissolution of the Bank, or upon a determination by
the Bank to terminate this Agreement or such Policy in its sole
discretion as may otherwise be determined by the Bank in good faith.
Upon such Policy termination, the Insured (or assignee) shall have a
fifteen (15) day right to elect to receive from the Bank an absolute
assignment of the Policy in consideration of a cash payment from the
Insured to the Bank, whereupon this Agreement shall terminate. Such
cash payment referred to hereinabove shall be equal to the cash value
of the Policy on the date of such assignment, as defined in this
Agreement.
If, within said fifteen (15) day period, the Insured fails to exercise
said option with respect to assignment of such
Policy, fails to pay to the Bank the entire aforestated cash payment,
or dies, then the option shall terminate and the Insured (or assignee)
agrees that all of the Insured's rights, interest and claims in the
Policy shall terminate as of the date of the termination of this
Agreement.
The Insured expressly agrees that this Agreement shall constitute
sufficient written notice to the Insured of the Insured's option to
receive an absolute assignment of the policy as set forth herein.
Except as provided above, this Agreement shall terminate upon
distribution of the death benefit proceeds in accordance with
Paragraph VI above.
XI. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall bind the Insured and the Bank, their heirs,
successors, personal representatives and assigns.
XII. GENDER
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
XIII. INSURANCE COMPANY NOT A PARTY TO THIS 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 in accordance with the
policy provisions shall fully discharge the Insurer from any and all
liability.
XIV. AMENDMENT OR REVOCATION
It is agreed by and between the parties hereto that, at any time prior to a
Change in Control of the Bank and during the lifetime of the Insured, this
Agreement may be amended, terminated or revoked at any time or times, in
whole or in part, by the Bank within its sole discretion upon delivery of
written notice to the Insured not less than 90 days prior to the effective
date of such amendment, termination or revocation.
XV. EFFECTIVE DATE
The Effective Date of this Agreement shall be August 15, 2005; provided,
however, such Agreement shall not be effective prior to the effective date
of Policies, as noted above, with an aggregate death proceeds benefit equal
to or exceeding the amount then payable to the Insured's Beneficiary(ies)
as set forth at Section VI, herein.
XVI. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or unenforceable,
the remaining provisions shall nonetheless be enforceable according to
their terms. Further, in the event that any provision is held to be
overbroad as written, such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable
according to law and enforced as amended.
XVII. APPLICABLE LAW
The validity and interpretation of this Agreement shall be governed by the
laws of the State of New Jersey.
XVIII. ERISA PROVISIONS
The following provisions regarding the named fiduciary, the funding policy,
the payment of benefits, and the claims procedure are part of this
Agreement and are intended to meet the requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"):
(a) The Bank shall be the named fiduciary for purposes of ERISA and this
Agreement.
(b) All premiums paid with respect to the Policy shall be remitted to the
Insurer when due in accordance with the Agreement.
(c) Benefits under this Agreement shall be paid directly by the Insurer,
with those benefits in turn being based on the payment of premiums as
provided in the Agreement.
(d) For purposes of handling claims with respect to this Agreement, the
"Claims Reviewer" shall be the Bank, unless another person or
organizational unit is designated by the Bank as Claims Reviewer.
(e) An initial claim for benefits under the Agreement must be made by the
Insured or his or her beneficiary in accordance with the terms of the
Agreement or policy through which the benefits are provided. Not later than
90 days after receipt of such a claim, the Claims Reviewer will render a
written decision on the claim to the claimant, unless special circumstances
require the extension of such 90-day period. If such extension is
necessary, the Claims Reviewer shall provide the Insured or the Insured's
beneficiary with written notification of such extension before the
expiration of the initial 90-day period. Such notice shall specify the
reason or reasons for such extension and the date by which a final decision
can be expected. In no event shall such extension exceed a period of 90
days from the end of the initial 90-day period. In the event the Claims
Reviewer denies the claim of a Insured or the Insured's beneficiary in
whole or in part, the Claims Reviewer's written notification shall specify,
in a manner calculated to be understood by the claimant, the reason for the
denial; a reference to the Agreement or insurance policy that is the basis
for the denial; a description of any additional material or information
necessary for the claimant to perfect the claim; an explanation as to why
such information or material is necessary; and an explanation of the
applicable claims procedure. Should the claim be denied in whole or in part
and should the claimant be dissatisfied with the Claims Reviewer's
disposition of the claimant's claim, the claimant may have a full and fair
review of the claim by the Bank upon written request therefor submitted by
the claimant or the claimant's duly authorized representative and received
by the Bank within 60 days after the claimant receives written notification
that the claimant's claim has been denied. In connection with such review,
the claimant or the claimant's duly authorized representative shall be
entitled to review pertinent documents and submit the claimant's views as
to the issues, in writing. The Bank shall act to deny or accept the claim
within 60 days after receipt of the claimant's written request for review
unless special circumstances require the extension of such 60-day period.
If such extension is necessary, the Bank shall provide the claimant with
written notification of such extension before the expiration of such
initial 60-day period. In all events, the Bank shall act to deny or accept
the claim within 120 days of the receipt of the claimant's written request
for review. The action of the Bank shall be in the form of a written notice
to the claimant and its contents shall include all of the requirements for
action on the original claim. In no event may a claimant commence legal
action for benefits the claimant believes are due the claimant until the
claimant has exhausted all of the remedies and procedures afforded the
claimant by this Section XVIII.
Executed at the offices of the Bank, in Kearny, New Jersey, this _____ day of
___________, 2005.
Kearny Federal Savings Bank
By:
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Witness Title
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Witness , Insured
KEARNY FEDERAL SAVINGS BANK
EXECUTIVE LIFE INSURANCE AGREEMENT
BENEFICIARY DESIGNATION
Beneficiary Form / / New / / Change
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Name (last, first, middle initial) Social Security Number
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Address
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Date of Hire Date of Birth
A. BENEFICIARY DESIGNATIONS
At my death, I direct that the Beneficiary under the Executive Life Insurance
Agreement with Kearny Federal Savings Bank be paid to my primary Beneficiary or
Beneficiaries, noted hereunder. If none of my primary beneficiaries are living,
please pay my accounts to my secondary beneficiary(ies).
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Primary Beneficiary Relationship
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Address
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Secondary Beneficiary Relationship
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Address
Marital Status: / /Married / /Single
B. EXECUTIVE AUTHORIZATION
I understand that the Beneficiary Elections made above will remain in effect
until I file a Change Form with the Bank.
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Executive's Signature Date Witness Date
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Accepted by the Bank Date
