ENDORSEMENT SPLIT-DOLLAR AGREEMENT Effective June 1, 2006
Exhibit
10.20
ENDORSEMENT
SPLIT-DOLLAR
AGREEMENT
Effective
June 1, 2006
TABLE OF
CONTENTS
PAGE
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AGREEMENT
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1
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1.
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Effective
Date
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1
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2.
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Purchase
of Policy
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1
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3.
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Policy Ownership
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1
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4.
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Beneficiary
Designation
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1
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5.
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Division
of Cash Surrender Value
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2
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6.
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Division
of Death Proceeds
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2
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7.
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Premium
Payments
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2
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8.
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Termination
of Agreement
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2
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9.
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Named
Fiduciary
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3
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10.
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Funding
Policy
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3
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11.
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Claims
Procedure
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3
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12.
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Amendment
and Revocation
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4
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13.
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Insurance
Company Not a Party to This Agreement
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4
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14.
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Validity
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4
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15.
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Notices
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4
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16.
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Successors
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4
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17.
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Governing
Law
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5
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SCHEDULE
A
Beneficiary
Designation
(i)
ENDORSEMENT
SPLIT-DOLLAR
AGREEMENT
This Endorsement Split-Dollar Agreement
(“Agreement”) made and entered into by and between CharterBank, West Point,
Georgia (“Employer”) and Xxxxxx X. Xxxx (“Director”);
WHEREAS, Director is considered a key
person by Employer; and
WHEREAS, Director has agreed to permit
Employer to purchase a life insurance policy on Director’s life;
and
WHEREAS, the parties have further
agreed to divide the death benefit between the Employer and the Director’s
Beneficiary;
NOW, THEREFORE, in consideration of the
premises and of the mutual promises contained herein, the parties hereto agree
as follows:
1.
Effective
Date
The Effective Date of this Agreement
shall be June 1, 2006.
2. Purchase
of Policy
Employer has purchased the following
policies (“Policy”) on the life of Director which shall be subject to the terms
and conditions of this Agreement:
1
Insurer
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2
Policy
Number
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NYLIC
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56612277
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PL
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VP62816810
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3.
Policy
Ownership
Employer shall be the sole and absolute
owner of the Policy, and may exercise all ownership rights granted to the owner
thereof by the terms of the Policy, except as may otherwise be limited by this
Agreement.
4.
Beneficiary
Designation
Director shall have the right and power
to designate a person, persons or entity (“Beneficiary”) to receive Director’s
share of the proceeds payable upon his death, subject to any right or interest
the Employer may have in such proceeds, as provided in this Agreement. If no
valid Beneficiary designation has been filed with the Employer, upon Director’s
death, the Beneficiary will be deemed to be the Director’s estate.
PAGE 1 -
ENDORSEMENT SPLIT-DOLLAR AGREEMENT
5. Division
of Cash Surrender Value
Employer shall at all times be entitled
to all cash values under the terms of the Policy. Director shall have no right, at any
time, to the cash value of the Policy.
6. Division
of Death Proceeds
The division of the death proceeds of
the Policy is as follows:
(a) Director’s Share. Upon the
death of Director, the Beneficiary shall be entitled to one hundred thousand
dollars ($100,000).
(b) Employer’s Share. The Employer
shall be entitled to the remainder of such death proceeds.
(c) Division of Interest. Employer and Beneficiary shall share
in any interest due with respect to the death proceeds on a pro-rata basis as
the proceeds due each respectively bears to the total proceeds, excluding any
such interest.
7. Premium
Payments
(a) Subject
to Employer’s absolute right to surrender or terminate the Policy at any time
and for any reason, Employer shall pay an amount equal to the planned premiums
and any other premium payments that might become necessary to keep the policy in
force.
(b) Employer
shall annually furnish to Director a statement of the amount reportable by
Director for federal and state income tax purposes, if any, as a result of the
insurance protection provided.
(c) Director
shall have no right to make any premium payment to the Policy at any
time.
8. Termination
of Agreement
Upon the occurrence of any one (1) of
the following, the Director’s participation in this Plan shall terminate and all
death proceeds shall thereafter be paid solely to the Employer:
(a) Director
terminates service on Employer’s Board for any reason;
(b) Total
cessation of Employer’s business;
(c) Bankruptcy,
receivership or dissolution of Employer;
(d) Receipt
by Employer of written notification of a request to terminate this Agreement
from Director;
(e) Surrender,
lapse, or other termination of the Policy by Employer; or
(f) Distribution
of the death proceeds in accordance with Section 6 of this
Agreement.
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ENDORSEMENT SPLIT-DOLLAR AGREEMENT
9.
Named Fiduciary
Employer is hereby designated as the
named fiduciary under this Agreement. As named fiduciary, Employer shall be
responsible for and have the authority to manage the operation and
administration of this Agreement, and it shall be responsible for establishing
and carrying out a funding policy and method consistent with the objectives of
this Agreement. The named fiduciary may delegate to others certain aspects of
the management and operation responsibilities of the Agreement, including the
employment of advisors and the delegation of any ministerial duties to qualified
individuals.
10. Funding
Policy
Subject to Employer’s absolute right to
surrender or terminate the Policy at any time and for any reason, the funding
policy for this Agreement shall be to maintain the Policy in force by paying,
when due, all premiums required.
11. Claims
Procedure
(a) Any
person claiming a benefit, requesting an interpretation or ruling under this
Agreement, or requesting information under this Agreement shall present the
request in writing to Employer, which shall respond in writing within a
reasonable period of time, but not later than ninety (90) days after receipt of
the request.
(b) Denial of Claim. If the claim
or request is denied, the written notice of denial shall state:
(i) The
reason for denial, with specific reference to the provisions in the
Agreement on which the denial is based;
(ii) A
description of any additional material or information required and an
explanation of why it is necessary; and
(iii) An
explanation of the Agreement’s claims review procedure.
(c) Review of Claim. Any person
whose claim or request is denied may request a review by notice given to
Employer within sixty (60) days following receipt of notification of the adverse
determination. The claim or request shall be reviewed by Employer which may, but
shall not be required to, grant the claimant a hearing. On review, the claimant
may have representation, examine pertinent documents, and submit issues and
comments in writing.
(d) Final Decision. The decision
on review shall normally be made within sixty (60) days. If an extension of time
is required for a
hearing or other special circumstances, the claimant shall be notified
within such sixty (60) day period of an extension which shall not be for more
than an additional sixty (60) days. The Employer’s decision shall be delivered
in writing to Director and shall state the reason and the relevant provisions in
the Agreement for the decision. All decisions on review shall be final and bind
all parties concerned.
PAGE 3 -
ENDORSEMENT SPLIT-DOLLAR AGREEMENT
12. Amendment
and Revocation
Subject to Employer’s absolute right to
surrender or terminate the Policy at any time and for any reason, it is agreed
by and between the parties hereto that, during Director’s lifetime, this
Agreement may be amended or revoked at any time, in whole or in part, by the
mutual written consent of the Director and Employer.
13. Insurance
Company Not a Party to This Agreement
Insurer shall be fully discharged from
its obligations under the Policy by payment of the Policy death benefit to the
Beneficiary named in the Policy, subject to the terms and conditions of the
Policy. In no event shall Insurer be considered a party to this Agreement, or
any modification or amendment hereof.
14. Validity
If any provision of this Agreement is
held illegal, 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.
15. Notices
All notices shall be in writing, and
shall be sufficiently given if delivered to the Employer at its principal place
of business, or to the Director at his last known address as shown in Employer’s
records, in person, by Federal Express or similar receipted delivery, or, if
mailed, postage prepaid, by certified mail, return receipt requested. The date
of such mailing shall be deemed the date of notice, demand or
consent.
16. Successors
The provisions of this Agreement shall
bind and inure to the benefit of Employer and its successors and assigns, and
Director and his heirs, successors, personal representatives and
assigns.
PAGE
4 - ENDORSEMENT SPLIT-DOLLAR AGREEMENT
17. Governing
Law
The provisions of this Agreement shall
be construed and interpreted according to the laws of the State of Georgia,
except as preempted by federal law.
IN WITNESS WHEREOF, the parties hereto
acknowledge that each has carefully read this Agreement and executed the
original thereof on the date set forth below, and that upon execution, each has
received a conforming copy.
CHARTERBANK | ||
By:
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/s/
Xxxxxx Xxxxxx
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CFO
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Title
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Date:
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6-13-06
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XXXXXX
X. XXXX
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/s/
Xxxxxx X. Xxxx
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Date:
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6/27/06
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ENDORSEMENT SPLIT-DOLLAR AGREEMENT