EXHIBIT 99(b)
SPLIT DOLLAR INSURANCE PLAN
Xxxxxx X. Xxxxxxx
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THIS PLAN is adopted by agreement between the Company and the owner:
DEFINITIONS:
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A. "Company": Bergen Xxxxxxxx Corporation, a New Jersey
corporation, of Orange, California.
B. "Insured": Xxxxxx X. Xxxxxxx
C. "Insurer": Any life insurance company issuing a Policy.
D. "Insured's Death Benefit":The amount listed as at any given
time on Exhibit A.
E. "Plan Year": The 12 months commencing February 1, 1985, and
each consecutive 12 months thereafter.
F. "Policy": The policy or policies of insurance on the life of
the Insured issued by the Insurer and listed on Exhibit A
annexed hereto together with any supplementary contracts
issued by the Insurer in conjunction therewith.
G. "Policy Interest": The Company's Policy Interest shall be the
entire value of the Policy less:
(a) The amount of any loans taken by the Company to pay
premiums or otherwise and secured by the Policy; and
(b) The amount of the Insured's Death Benefit.
H. "Owner": The insured or, if the Insured assigns his interest
under this Plan, the assignee.
RECITALS:
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A. The Company is owner of the Policy, and the Insured is a
valuable employee of the Company. The Company wishes to
continue this employment relationship and, as an inducement
thereto, is willing to assist the Owner in the payment of
premiums on the Policy as an additional form of compensation
to the Insured as its employee.
EXH 99(b) - Page 1
Because the welfare of the Company depends on the morale and
well-being of its employees generally including the Insured
specifically, the Plan is to be administered in the Insured's
best interest, but this shall not give Xxxxxx X. Xxxxxxx, in
any capacity other than as the Owner, any right to enforce the
Plan.
B. To carry out the purposes of this Split Dollar Plan, the Owner
shall be owner of a portion of the Policy death benefit equal
to the Insured's Death Benefit. The existence of the Owner's
interest in the Policy shall be evidenced by filing with each
Insurer an assignment in substantially the form annexed hereto
as Exhibit B.
C. This Plan is intended to qualify as a life insurance employee
benefit plan as described in Revenue Ruling 64-328.
THEREFORE, for value received, it is agreed:
1. Premium Payments
(a) Each annual premium on the policy shall be paid as follows:
(1) The Owner with respect to any premium payable on a
Policy after it is subject to this Plan, may pay a
portion of the premium equal to the current term rate
for the Insured's age multiplied by the current
Insured's Death Benefit. Here, the "current term
rate" shall mean the lesser of the applicable
Insurer's annual term insurance rate or the rates
specified in Revenue Rulings 64-328 and 66-110.
(2) The Company shall pay all premium amounts not paid by
the Owner, and may do so either in cash or Policy
loans or other loans.
(b) The Owner's premium share shall be remitted to the Company for
transmission to the Insurer, and the Company's premium share
shall be remitted to the Insurer, both before expiration of
the grace period.
(c) Dividends on the Policy shall be applied as elected by the
Company.
(d) The Policy may, at the Company's discretion, provide for the
waiver of premium on disability. If it does so provide, the
cost thereof shall be borne by the Company.
2. Rights of Parties
(a) The Owner shall be owner of that portion of the Policy's death
benefit equal to the Insured's Death Benefit on Exhibit A,
with the right to designate beneficiaries for the portion.
EXH 99(b) - Page 2
(b) The Company shall be owner of all other rights of "owner"
under the terms of the Policy including, but not limited to,
the right to designate beneficiaries, select settlement and
dividend options, borrow on the security of the Policy and to
surrender the Policy; provided that the right to surrender
shall not be exercised unless this Plan has terminated.
(c) The rights of each party may be exercised without the other
party's consent.
3. Assignments - The Owner and the Company shall have the right to assign
any part or all of their respective interests in the Policy and this
Plan to any person, entity or trust by execution of a written
assignment delivered to the other party.
4. Termination of Plan
(a) This Plan shall terminate on the first to occur of the
following:
(1) Completion of the 23rd Plan Year, January 31, 2008.
(2) The first anniversary of the date this Plan is
signed, if the Company has delivered notice of
termination to the Owner on or before that
anniversary.
(b) On any termination of this Plan, the Policy shall revert to
the exclusive ownership of the Company.
5. The Insurer - The Insurer shall be bound only by the provisions of and
endorsements on the Policy, and any payments made or actions taken by
it in accordance therewith shall fully discharge it from all claims,
suits and demands of all person whatsoever. It shall in no way be bound
by or be deemed to have notice of the provisions of this Plan.
6. Special Provision - The following provisions are part of this Plan and
are intended to meet the requirements of the Employee Retirement Income
Security Act of 1974:
(a) The named fiduciary: The secretary of the Company.
(b) The funding policy under this Plan is that all premiums on the
Policy be remitted to the Insurer when due.
(c) 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.
(d) For claims procedure purposes, the "Claims Manager" shall be
Xxxxxx Xxxxxx.
EXH 99(b) - Page 3
(1) 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
written in a manner calculated to be understood by
the claimant. For this purpose:
(A) The claimant's claim shall be deemed filed
when presented orally or in writing to the
Claims Manager.
(B) The Claims Manager's explanation shall be in
writing delivered to the claimant within 90
days of the date the claim is filed.
(2) The claimant shall have 60 days following his 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 representative
may submit pertinent documents and written issues and
comments.
(3) The Claims Manager shall decide the issue on review
and furnish the claimant with a copy within 60 days
of receipt of the claimant's request for review of
his 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 claim shall be
deemed denied on review.
IN WITNESS WHEREOF the parties have signed this Plan this 22nd day of
November, 1985.
COMPANY
BERGEN XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Title: Vice President, Finance
OWNER
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
EXH 99(b) - Page 4
