Exhibit 10.1
SALISBURY BANK AND TRUST COMPANY
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT (the “Agreement”)
is made and entered into this 11th day of August, 2022, by and between Salisbury Bank and Trust Company, a banking corporation,
located in Lakeville, CT (the “Bank”), and Xxxxxxx Xxxxx, a current employee of the Bank (hereinafter referred to as
the “Employee”).
INTRODUCTION
WHEREAS, Employee is an
officer or other highly paid employee of the Bank;
WHEREAS, the Bank is purchasing
insurance policies (hereinafter referred to as the “Insurance Policy”), with Northwestern Mutual (hereinafter referred
to as the “Insurer(s)”), on the life of the Employee;
WHEREAS, the Bank desires
to induce Employee to continue to utilize Employee’s best efforts on behalf of the Bank by its payment of premiums due on the Insurance
Policy(ies); and
WHEREAS, the Bank is the
sole owner of the Insurance Policy(ies) and elects to endorse a portion of the death benefit of the Insurance Policies to Employee, or
Employee’s designated beneficiary.
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 Employee agree as follows:
| 1.1. | Ownership of Insurance Policy(ies). The Bank is the sole owner of
the Insurance Policy(ies) and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining
death proceeds of the Insurance Policy(ies) after payment of the Employee Death Benefit as defined and provided for in this Agreement.
The Bank shall at all times be entitled to the Policy(ies) cash surrender value, as that term is defined in the Insurance Policy(ies),
less any Insurance Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable Insurance Policy
surrender charges. The cash surrender value shall be determined as of the date of the surrender of the Insurance Policy or death of the
Employee, as the case may be. |
| 1.2. | Right to Insurance Policy(ies). Notwithstanding any provision hereof
to the contrary, the Bank shall have the right to sell or surrender the Insurance Policy(ies) without terminating this Agreement, provided
(i) the Bank replaces the Insurance Policy(ies) with a comparable life insurance policy or arrangement that provides the benefit provided
under this Agreement and (ii) the Bank and the Employee (who will not unreasonably withhold their signature) execute a new Split Dollar
Policy Endorsement for said comparable coverage arrangement, at which time all references to “Insurance Policy” hereunder
shall refer to such replacement coverage arrangement. Without limitation, the Insurance Policy(ies) at all times shall be the exclusive
property of the Bank, and shall be subject to the claims of the Bank’s creditors. |
| 2.1. | Payment of Premium. The Bank may pay each premium on the Insurance
Policies to the Insurers on or before the due date of such premium or within the grace period allowed by the Insurance Policies for the
payment of such premium. |
| 2.2. | Economic Benefit. The Bank shall determine the economic benefit attributable
to the Employee based on the life insurance premium factor for the Employee’s age multiplied by the amount of current life insurance
protection payable to the Employee’s beneficiary. The “life insurance premium factor” is the minimum amount required
to be imputed under Treasury Regulation § 1.61-22(d)(3)(ii), or any subsequent applicable authority. The Bank shall impute the
economic benefit to the Employee on an annual basis by adding the economic benefit to the Executive’s Form W-2, or, if applicable,
Form 1099. |
| 3. | Bank’s Interests. Upon the occurrence of an event described
in Section 5 of this Agreement, the Bank shall be entitled to receive an amount equal to all death benefits due under the Insurance Policy
less those explicitly provided to the Employee’s designated beneficiary under Section 4 hereof (the “Bank’s Policy Interest”).
The Bank’s Policy Interest shall be payable as provided in Section 5 of this Agreement. The Bank’s Policy Interest shall be
reduced by any amount borrowed against the Insurance Policy(ies) by Bank. |
| 4.1. | Named Executive Officer: Pre-Retirement Death Benefit. Upon death
of the Employee while in service to the Bank, the Employee Death Benefit under this Agreement shall be the lesser of i) three (3) times
base annual salary, not to exceed $800,000, less $50,000 or ii) the Net Amount at Risk, defined as the difference between
the death benefit payable upon death of the insured pursuant to a life insurance policy and the accrued cash value of the life
insurance policy at the time of death of the insured. |
| 4.2. | Named Executive Officer: Post-Retirement Death Benefit. If the Employee
is in service to the Bank at the time the Employee reaches age 65, upon the death of the Employee on or after age 65, the Employee Death
Benefit under this Agreement shall be the lesser of i) a multiple of final base annual salary, not to exceed $800,000, or ii) the Net
Amount at Risk, defined as the difference between the death benefit payable upon
death of the insured pursuant to a life insurance policy and the accrued cash value of the life insurance policy at the time
of death of the insured. The multiple under this paragraph 4.2 shall be: |
| Age 65 through Age 71 |
1.5 times Final Base Salary |
| Age 72 through Age 79 |
1.0 times Final Base Salary |
| Age 80 and After |
0.5 times Final Base Salary
|
| 4.3. | Executive Management: Pre-Retirement Death Benefit. Upon death of
the Employee while in service to the Bank, the Employee Death Benefit under this Agreement shall be the lesser of i) three (3) times base
annual salary, not to exceed $400,000, less $50,000 or ii) the Net Amount at Risk, defined as the difference between
the death benefit payable upon death of the insured pursuant to a life insurance policy and the accrued cash value of the life
insurance policy at the time of death of the insured. |
| 4.4. | Executive Management: Post-Retirement Death Benefit. If the Employee
is in service to the Bank at the time the Employee reaches age 65, upon the death of the Employee on or after age 65, the Employee Death
Benefit under this Agreement shall be the lesser of i) a multiple of final base annual salary, not to exceed $400,000, or ii) the Net
Amount at Risk, defined as the difference between the death benefit payable upon
death of the insured pursuant to a life insurance policy and the accrued cash value of the life insurance policy at the time
of death of the insured. The multiple under this paragraph 4.2 shall be: |
| Age 65 through Age 71 |
1.5 times Final Base Salary |
| Age 72 through Age 79 |
1.0 times Final Base Salary |
| Age 80 and After |
0.5 times Final Base Salary |
| 4.5. | Senior Management: Pre-Retirement Death Benefit. Upon death of the
Employee while in service to the Bank, the Employee Death Benefit under this Agreement shall be the lesser of i) three (3) times base
annual salary, not to exceed $300,000, less $50,000 or ii) the Net Amount at Risk, defined as the difference between
the death benefit payable upon death of the insured pursuant to a life insurance policy and the accrued cash value of the life
insurance policy at the time of death of the insured. |
| 4.6. | Senior Management: Post-Retirement Death Benefit. If the Employee
is in service to the Bank at the time the Employee reaches age 65, upon the death of the Employee on or after age 65, the Employee Death
Benefit under this Agreement shall be the lesser of i) a multiple of final base annual salary, not to exceed $200,000, or ii) the Net
Amount at Risk, defined as the difference between the death benefit payable upon
death of the insured pursuant to a life insurance policy and the accrued cash value of the life insurance policy at the time
of death of the insured. The multiple under this paragraph 4.4 shall be: |
| Age 65 through Age 71 |
1.5 times Final Base Salary |
| Age 72 through Age 79 |
1.0 times Final Base Salary |
| Age 80 and After |
0.5 times Final Base Salary |
| |
|
| (a) | “Normal Retirement Age” shall be Age 65. |
| (b) | “Named Executive Officer” shall be an Employee who is a signatory to this Agreement and
who has one or more of the titles listed as an “Named Executive Officer” title on Schedule 4.5. |
| (c) | “Executive Management” shall be an Employee who is a signatory to this Agreement and who
has one or more of the titles listed as an “Executive Management” title on Schedule 4.5. |
| (d) | “Senior Management” shall be an Employee who is a signatory to this Agreement and who has
one or more of the titles listed as a “Senior Management” title on Schedule 4.5. An individual who is both an Executive Management
Employee and a Senior Management Employee shall be considered to be an Executive Management Employee. |
| (e) | Net Amount at Risk: defined as the difference between the death benefit payable upon death of the insured
pursuant to a life insurance policy and the accrued cash value of the life insurance policy at the time of death of the insured. |
| 5.1. | Beneficiary Designation. The Employee’s “Beneficiary
Designation” shall be made in writing and delivered to the Bank in a form acceptable to the Insurers and Bank (“Beneficiary
Designation Form”). Employee’s designated Beneficiary may be amended by the Employee from time to time during the term
of this Agreement. Upon the acceptance by the Bank of a new “Beneficiary Designation Form”, all “Beneficiary
Designations” previously filed shall be cancelled. The Bank shall be entitled to rely on the last “Beneficiary Designation
Form” filed by the Employee and accepted by the Bank prior to the Employee’s death. |
| 5.2. | Beneficiary Acknowledgement. No designation or change in designation
of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Bank or its designated agent. |
| 5.3. | Facility of Payment. If the Bank determines in its discretion that
a benefit is to be paid to a minor or to a person incapable of handling the disposition of that person’s property, the Bank may
direct payment of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person
or incapable person. The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution
of the benefit. Any payment of a benefit shall be a payment for the account of the Employee and the Employee’s Beneficiary, as the
case may be, and shall be a complete discharge of any liability under the Agreement for such payment amount. |
| 5.4. | No Beneficiary Designation. If the Employee dies without a valid
designation of Beneficiary, or if all designated Beneficiaries predecease the Employee, then the Employee’s surviving spouse shall
be the designated Beneficiary. If the Employee has no surviving spouse, the benefits shall be made payable to the personal representative
of the Employee’s estate. |
| 6.1. | Bank’s Benefit. Upon the death of Employee, the Bank shall
be entitled to receive a portion of the death benefits payable under the Insurance Policy equal to the Bank’s Policy Interest and
the receipt of this amount by the Bank shall constitute satisfaction of the Bank’s rights under Section 3 of this Agreement. |
| 6.2. | Employee’s Benefit. Upon the death of Employee, the Beneficiary
shall be entitled to receive the amount of the death benefits equal to the Employee Death Benefit and the receipt of this amount by the
Beneficiary shall constitute satisfaction of the Employee’s rights under this Agreement. |
| 6.3. | Benefit Paid by Insurance Carrier. The benefit payable to Employee’s
Beneficiary shall be paid solely by the Insurers from the proceeds of the Insurance Policies on the life of the Insured. In no event shall
the Bank be obligated to pay a death benefit under this Agreement from its general funds. Should an Insurer refuse or be unable to pay
death proceeds endorsed to Insured under the express terms of this Agreement, or should the Bank cancel the Insurance Policies for any
reason, neither Employee nor any Beneficiary shall be entitled to a death benefit. |
| 6.4. | Suicide or Misstatement. The amount of the benefit payable to Employee’s
Beneficiary may be reduced or eliminated if Employee fails or refuses to take a physical examination, to truthfully and completely supply
such information or complete any forms as may be required by the Bank or the Insurer, or otherwise fails to cooperate with the requests
of the Bank or the Insurer, or if Employee dies under circumstances such that the Insurance Policy(ies) do not pay a full death benefit,
e.g., in the case of suicide within two years after a respective Insurance Policy date. |
| 7. | Termination of Agreement. |
| 7.1. | Termination Events. This Agreement shall automatically terminate
on the occurrence of any of the following events prior to the death of the Employee: |
| (a) | Cessation of the Bank’s business; |
| (b) | Written notice given by either party to the other; |
| (c) | Termination of the employment of Employee prior to age 65 (whether voluntary or involuntary); or |
| (d) | Bankruptcy, receivership or dissolution of the Bank. |
| 7.2. | Rights Upon Termination. If this Agreement is terminated pursuant
to this Section 7, the Employee shall forfeit all rights hereunder to the Insurance Policy(ies) or the right to designate a Beneficiary
and Bank at its sole discretion may retain or terminate the Insurance Policy(ies). |
| 7.3. | Amendments. Prior to the Employee’s death, this Agreement may
be amended or terminated, in whole or in part, by the Bank at its sole discretion; provided, however, that if the Employee’s
interests are adversely affected, such amendment or termination by action of the Bank may not become effective earlier than thirty days
(30) after delivering a written notice of such action to the Employee. This Agreement may not be amended after the date of the Employee’s
death. |
| 7.4. | Change in Control. Notwithstanding the provisions of this Section
7, upon a Change in Control of the Bank, the Employee will fully vest in the Employee’s Interests as provided in Section 4 of this
Agreement, including the Post-Retirement Death Benefit as if the Employee had been continuously employed by the Bank to age 65, and this
Agreement may not be terminated or amended without the express written consent of the Employee. For this purpose, Change in Control shall
mean a change in control as that term is defined in Section 409A of the Internal Revenue Code. |
| 8. | Insurance Company Not a Party. The Insurers shall not be deemed a
party to this Agreement for any purpose nor in any way responsible for its validity; shall not be obligated to inquire as to the distribution
of any monies payable or paid by it under the Insurance Policy(ies); and shall be fully discharged from any and all liability under the
terms of the Insurance Policy(ies) upon payment or other performance of its obligations in accordance with the terms of the Insurance
Policy(ies). The Insurers shall not be bound by or be deemed to have notice of the provisions of this Agreement. |
| 9.1. | Plan Administrator. This Agreement shall be administered by a “Plan
Administrator”, which shall consist of the Bank’s board of directors or such committee as the board shall appoint. The
Employee may be a member of the Administrator. |
| 9.2. | 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. |
| 9.3. | 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. |
| 9.4. | 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 Split
Dollar Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members. |
| 9.5. | Information. To enable the Administrator to perform its functions,
the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement,
death, or Termination of Employment of the Executive and such other pertinent information as the Administrator may reasonably require. |
| 10. | Claims and Review Procedure |
| 10.1. | Written Claim. A person who believes that they are being denied a
benefit to which they are entitled under this Agreement (herein after referred to as a "Claimant") may file a written
request for such benefit with the Plan Administrator, setting forth their claim. The request must be addressed to the Bank at its then
principal place of business. |
| 10.2. | Timing of Response. Upon receipt of a claim, the Plan Administrator
shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such
period. The Plan Administrator may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim
is denied in whole or in part, the Plan Administrator shall adopt a written opinion, using language calculated to be understood by the
Claimant, setting forth: |
| (a) | The specific reason or reasons for such denial; |
| (b) | The specific reference to pertinent provisions of this Agreement on which such denial is based; |
| (c) | A description of any additional material or information necessary for the Claimant to perfect their
claim and an explanation why such material or such information is necessary; |
| (d) | Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review;
and |
| (e) | The time limits for requesting a review under Section 10.3 and for review under Section 10.4 hereof. |
| 10.3. | Request for Review. With sixty (60) days after the receipt by the
Claimant of the written opinion described in Section 10.2, the Claimant may request in writing that the determination of the Plan Administrator
be reviewed. Such request must be addressed to the Bank at its then principal place of business. The Claimant or their duly authorized
representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Plan
Administrator. If the Claimant does not request a review of the Plan Administrator's determination within such sixty (60) day period,
they shall be barred and estopped from challenging the Plan Administrator's determination. |
| 10.4. | Review of Decision. The Plan Administrator will review its determination
within sixty (60) days after receipt of a request for review. After considering all materials presented by the Claimant, the Plan Administrator
will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for
the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special
circumstances require that the sixty (60) day time period be extended, the Plan Administrator will so notify the Claimant and will render
the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review. |
| 11. | Binding Effect. This Agreement shall bind the Employee and the Bank
and their respective heirs, beneficiaries, survivors, executors, administrators, representatives, successors, transferees and assigns,
and any Insurance Policy Beneficiary. |
| 12. | No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Employee the right to remain an employee of the Bank, nor does it interfere with the Bank’s right
to discharge the Employee. It also does not require the Executive to remain an employee nor interfere with the Employee’s right
to terminate employment at any time. |
| 13. | Waiver of Jury Trial. To the fullest extent permitted by applicable
law, bank and employee hereby irrevocably and expressly waive all right to a trial by jury in any action, proceeding, or counterclaim
(whether based upon contract, tort, or otherwise) arising out of or relating to this agreement or the transactions contemplated herein
or the actions of the bank in the negotiation, administration, or enforcement thereof. Each party hereto (A) certifies that no representative,
agent or attorney of any other person as represented, expressly or otherwise, that such other person would not, in the event of litigation
seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this agreement
by, among other things, the mutual waivers and certifications in this section. |
| 14. | Entire Agreement; Oral Agreements Ineffective. This Agreement constitutes
the entire and final agreement between the Bank and Employee as to the subject matter hereof and may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. |
| 15. | No Third-Party Beneficiaries. The benefits of this Agreement shall
not inure to any third party. This Agreement shall not be construed as creating any rights, claims, or causes of action against Bank or
any of its officers, directors, agents, or employees in favor of any person or entity other than Employee. |
| 16. | Severability. If any one or more of the provisions hereof is declared
invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired, and that invalidity, illegality, or unenforceability in one jurisdiction shall not affect the validity,
legality, or enforceability of the remaining provisions hereof. |
| 17. | Governing Law; Venue; Service of Process. This agreement shall be
governed by and construed in accordance with the laws of the state of Connecticut. This agreement has been entered into in Litchfield
County, Connecticut, and is performable for all purposed in Litchfield County, Connecticut. The parities hereby agree that any lawsuit,
action, or proceeding that is brought (whether in contract, tort, or otherwise) arising out of or relating to this agreement, the transactions
contemplated thereby, or the actions of the bank in the negotiation, administration, or enforcement of any of this agreement shall be
brought in a state or federal court of competent jurisdiction located in Litchfield County, Connecticut. Employee hereby irrevocably and
unconditionally (A) submits to the exclusive jurisdiction of such courts, (B) waives any objection it may now or hereafter have as to
the venue of any such lawsuit, action, or proceeding brought in any such court, and (C) further waives any claim that it may now or hereafter
have that any such court in an inconvenient forum. Each of the parties hereto agree that service of process upon it may be made by certified
reregistered mail, return receipt requested at the address for notices contained in the signature page of this agreement. |
| 18. | Notices. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement by one party to another shall be in writing, shall be signed by the party giving or making
the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified
mail, postage prepaid, to such party, addressed to their last known address as shown on the records of the Bank. The date of such mailing
shall be deemed the date of such mailed notice, consent or demand. |
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first written above.
| SALISBURY
BANK AND TRUST COMPANY: |
EMPLOYEE: |
| |
|
| By: |
By: |
| |
|
| Print Name: Xxxx
Xxxxxx |
Print Name: Xxxxxxx
Xxxxx |
| |
|
| Title: Vice
President, Human Resources |
Address: |
| |
|
SALISBUY BANK AND TRUST COMPANY
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
SCHEDULE 4.5
“NAMED EXECUTIVE OFFICER” is defined as an Employee who is
designated as a Named Executive Officer as outlined in the bank’s most recent Proxy Statement.
“EXECUTIVE MANAGEMENT” is defined as an Employee with a job
title that includes EVP or above.
“SENIOR MANAGEMENT” is defined as an Employee with a job title
that includes SVP, VP, AVP or below.
For Sections 4.2, 4.4, and 4.6, an Employee’s
Interest is based on their job title on the last day of employment as outlined above.
