XXXXX MART, INC.
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT, made as of this 1st day of September 1999 by and between XXXXX
MART, INC., a Corporation with its principal place of business at Jacksonville,
Florida, (hereinafter referred to as the "Corporation"), and <>
(hereinafter referred to as the "Executive").
WHEREAS, the Executive is a valued employee of the Corporation and the
Corporation wishes to secure, for itself, the benefits of a continuing
association with the Executive; and
WHEREAS, the Executive is expected to perform his or her duties in a capable and
efficient manner, resulting in substantial growth and productivity to the
Corporation; and
WHEREAS, the experience of the Executive is such that assurance of his or her
continued services is essential to the future growth and profitability of the
Corporation.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
INSURANCE COVERAGE
The Corporation will enter into various contracts of insurance on the life of
the Executive which are listed on Exhibit A. ("Policies")
ARTICLE II
PREMIUM PAYMENTS
On or before the due date of each premium payment on the Policies, or within the
grace period provided therein, the Corporation shall pay the full amount of the
premium to the insurance company providing the insurance coverage.
ARTICLE III
BENEFICIARY DESIGNATION
Contemporaneously with the execution of this Agreement, the Executive has
executed a Beneficiary Designation form setting forth the name or names of the
beneficiary or beneficiaries ("Beneficiary") entitled to receive benefits
hereunder. The Executive shall have the right, from time to time, to change the
Beneficiary by executing a Beneficiary Designation form and submitting it to the
Corporation.
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ARTICLE IV
DEATH BENEFITS
The Executive shall be entitled to the following as a Death Benefit:
a. In the event of the Executive's death prior to Retirement
(as defined in Article V.), the Beneficiary shall receive
from the death proceeds an amount equal to five (5) times
the Executive's current annual compensation determined as of
July 1 of each Plan Year.
b. In the event of the Executive's death after Retirement, the
Beneficiary shall receive from the death proceeds an amount
equal to 50% of the amount determined under a, above, as of
the Executive's date of Retirement.
All death proceeds of the Policies remaining after the payment of Death Benefits
to the Beneficiary shall be paid directly to the Corporation.
ARTICLE V
RETIREMENT
Retirement shall mean the first day of the month following the month in which
the Executive ceases employment with the Corporation on or after attaining age
62.
ARTICLE VI
PLAN ANNIVERSARY DATE
Plan Anniversary Date shall be every September 1, subsequent to the date this
Agreement is executed.
ARTICLE VII
TERMINATION OF AGREEMENT
This Agreement shall terminate 30 days after the first to occur of the following
events; (A) upon the giving of prior written notice of termination by either
party to the other party to this Agreement, with or without the consent of the
other party; or (B) the date of the Executive's termination of employment for
any reason other than Retirement. Upon Termination of this Agreement,
Corporation shall offer the Policies for sale to the Executive for the greater
of the policy cash value or the cumulative premiums paid on the policy. If the
Executive chooses not to purchase the Policies, the Executive shall cooperate
with the Corporation by executing all such documents as are necessary to
transfer the Policies to the sole and absolute ownership of the Corporation.
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ARTICLE VIII
OWNERSHIP OF POLICY
The Corporation shall be the sole and absolute owner of the Policies, and may
exercise all ownership rights granted to the owner thereof by the terms of the
Policies, except as may be provided herein. In addition, the Corporation shall
keep possession of the Policies, but agrees, from time to time, to make the
Policies available to the Executive.
ARTICLE IX
BORROWING
The Corporation shall have the right to borrow against the cash value of the
Policies, but only in an amount such that the total outstanding loan, plus
accrued interest thereon, shall not reduce the net death benefit of the
insurance policy to less than the amount payable to the Beneficiary. The
Corporation agrees to repay the borrowed amounts to the extent required to
ensure the full payment of the Death Benefits to the Beneficiary.
ARTICLE X
STATUS OF AGREEMENT
The benefits payable under this Agreement shall be independent of, and in
addition to, any other employment agreement that may exist from time to time
between the parties hereto, or any other compensation payable by the Corporation
to the Executive, whether as salary, bonus or otherwise. This Agreement shall
not be deemed to constitute a contract of employment between the parties hereto,
nor shall any provision hereof restrict the right of the Corporation to
discharge the Executive, or restrict the right of the Executive to terminate his
employment, except as to the vesting of benefits under Article VII.
ARTICLE XI
REVOCATION AND AMENDMENT
This Agreement may be revoked or be amended in whole or in part by a written
agreement signed by both of the parties hereto.
ARTICLE XII
CONSTRUCTION
This Agreement is a Florida contract and shall be construed and enforced in
accordance with the laws of the State of Florida.
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ARTICLE XIII
NAMED FIDUCIARY
The Compensation Committee of the Board of Directors (or its successor) is
hereby designated the "Named Fiduciary" until resignation or removal by the
Corporation's Board of Directors. The Named Fiduciary shall be responsible for,
and shall have the sole discretion to decide all matters pertaining to the
management, control, interpretation and administration of this Agreement. Such
discretion includes, but is not limited to, determining the qualification for,
and the amount of, benefits payable under this Agreement, and employment or
retirement status. The Named Fiduciary shall apply its discretion in good faith
and any decisions made in good faith shall be binding upon all parties to this
Agreement. The Named Fiduciary may delegate to others certain aspects of the
management and operational responsibilities of this Agreement, including the
employment of advisors and the delegation of any ministerial duties to qualified
individuals.
ARTICEL XIV
CLAIMS PROCEDURE
Claim forms or claim information as to the Policy can be obtained by contacting
the Senior Vice President of Human Resources of Xxxxx Mart, Inc., at its
corporate headquarters.
When a claimant has a claim which may be covered under the Policy, he or she
should contact the Named Fiduciary who will contact the office or the person
named above, who will either complete a claim form and forward it to an
authorized representative of the Insurer or advise the Named Fiduciary what
further requirements are necessary. Under normal circumstances, the Insurer will
evaluate the claim and make a decision as to payment within 45 days after
receipt of the claim. However, if special circumstances require an extension of
time to process a claim, a final decision may be deferred up to 90 days after
receipt of the claim if prior to the end of the initial 45-day period the Named
Fiduciary is furnished written notice of the special circumstances requiring the
extension and the anticipated date of a final decision. If the claim is denied
within the applicable period of time set out above, the Named Fiduciary shall
receive written notification of the denial, which notice shall set forth the
specific reasons for the denial, the relevant provisions of the Policy on which
the denial is based, and the claim review procedure under the Policy.
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If the claim is payable, a benefit check will be issued to Executive's Named
Beneficiary in an amount equal to the benefits payable to such person(s)
pursuant to this Agreement and a benefit check will be issued to Corporation in
an amount equal to the remaining Policy Proceeds. Benefit checks will be
forwarded through the Director of Human Resources of Xxxxx Mart, Inc. In the
event a claim is denied or in the event no action is taken on the claim within
the above-described period(s) of time, the following procedure shall be used:
a. First in the event that the Named Fiduciary does not timely
receive the above-described written notification, the Named
Fiduciary's request for benefits shall be deemed to be
denied as of the last day of the relevant period.
b. Second, the Named Fiduciary shall, in its discretion, take
any and all reasonable actions as it deems necessary to
perfect the claim.
c. Once a decision has been rendered as to the distribution of
proceeds under the claim procedure described above as to the
Policy, claims for any benefits due under this Agreement may
be made in writing by Corporation or the Executive's Named
Beneficiary, as the case may be, to the Named Fiduciary.
Under normal circumstances, a final decision on a claimant's
request for benefits shall be made within 45 days after
receipt of the claim. However, if special circumstances
require an extension of time to process a claim, a final
decision may be deferred up to 90 days after receipt of the
claim if prior to the end of the initial 45-day period the
claimant is furnished written notice of the special
circumstances requiring the extension and the anticipated
date of a final decision. If the claim is denied, in whole
or in part, within the applicable period of time set out
above, the claimant shall receive written notification of
the denial, which notice shall set forth the specific
reasons for the denial, the relevant provisions of the
Agreement on which the denial is based, and the claim review
procedure under the Agreement.
d. In the event a claim is denied or in the event no action is
taken on the claim within the above-described period(s) of
time, the following procedure shall be used:
1) First, in the event that the claimant does not timely
receive the above-described written notification, the
claimant's request for benefits shall be deemed to be denied
as of the last day of the relevant period.
2) Second, a claimant is entitled to a full review of his or
her claim after actual or constructive notification of a
denial. A claimant desiring a review must make a written
request to the Named Fiduciary requesting such a review,
which may include whatever comments or arguments the
claimant wishes to submit. Incident to the review, the
claimant may represent himself or herself or appoint a
representative to do so, and will have the right to inspect
all documents pertaining to the issue. The Named Fiduciary,
in its sole discretion, may schedule any meeting(s) with the
claimant and/or the claimant's representative it deems
necessary or appropriate to facilitate or expedite its
review of a denied claim.
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3) A request for a review must be filed with the Named
Fiduciary within 60 days after the denial of the claim for
benefits was actually or constructively received by the
claimant. If no request is received within the 60-day time
limit, the denial of benefits will be final. However, if a
request for review of a denied claim is timely filed, the
Named Fiduciary must render its decision under normal
circumstances within 45 days of the receipt of the request
for review. In special circumstances the decision may be
delayed if prior to expiration of the initial 45-day period
the claimant is notified of the extension, but must in any
event be rendered no later than 90 days after the receipt of
the request. If the decision on review is not furnished to
the claimant within the applicable time period(s) set out
above, the claim shall be deemed denied on the last day of
the relevant period. All decisions of the Named Fiduciary
shall be in writing and shall include specific reasons for
whatever action has been taken, and the provisions of the
Agreement on which the decision is based.
IN WITNESS WHEREOF, the said Corporation has caused this Agreement to be signed
in its corporate name by its duly authorized officer, and properly attested to,
and the said Executive has hereunto set his hand, all as of the day and year
first above written.
XXXXX MART, INC. <>
By:----------------------- ------------------------------
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XXXXX MART, INC.
EXHIBIT A TO SPLIT DOLLAR AGREEMENT
The various contracts of insurance as referred to in Article I of the attached
Split Dollar Agreement are as follows:
Insurance Policy
Insured Carrier Number(s)
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<>
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