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EXHIBIT 10(l)
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Exhibit 10(l)
SOUTHSIDE BANCSHARES CORP
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of December, 1999,
by and between SOUTHSIDE BANCSHARES CORP a bank holding company located in St.
Louis, Missouri (the "Company"), and the XXXXXX X. XXXXXXXX IRREVOCABLE
INSURANCE TRUST dated November 18, 1999 (the "Trust"). This Agreement shall
append the Split Dollar Endorsement entered into on December 1, 1999, or as
subsequently amended, by and between the aforementioned parties.
INTRODUCTION
WHEREAS, XXXXXX X. XXXXXXXX (the "Executive") has contributed
substantially to the success of the Company. The Company, as a fringe benefit,
is willing to divide the death proceeds of a life insurance policy on the
Executive's life. The Company will pay life insurance premiums from its general
assets.
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
1.1. "Annual Tax Amount" shall mean the individual income tax (computed
using the highest marginal state and federal individual income tax rates for the
year the income is imputed) attributable to the annual imputed income described
in Section 3.2 increased by eight (8%) compounded annually during the
Executive's employment.
1.2. "Insurer" means each of the following: Xxxxxxxxx Xxxxxxxx Life
Insurance Company.
1.3. "Policy" means each of the following: insurance policy #AH5061692
issued by Xxxxxxxxx Xxxxxxxx Life Insurance Company.
1.4. "Insured" means the Executive.
1.5. "Normal Retirement Date" means the Executive's 65th birthday.
1.6. "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason of an
approved leave of absence.
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1.7. "Trustee" refers to the trustee or trustees of the Trust.
1.8. "Shareholder" means the existing owners of all issued and
outstanding stock of the Company as of the date this Agreement is signed.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1. Company Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Company shall
be the direct beneficiary of an amount of death proceeds, less policy loans to
the Company, if any, in excess of: (i) prior to or on the Normal Retirement
Date, $3,474,940.00; and (ii) after the Normal Retirement Date amounts set forth
on the attached Schedule A calculated in accordance with Schedule A.
2.2. Trust's Interest. The Trust shall be the beneficiary of an amount
equal to: (i) prior to or on the Normal Retirement Date, $3,474,940.00; and (ii)
after the Normal Retirement Date amounts set forth on the attached Schedule A
calculated in accordance with Schedule A. The Trust shall also have the right to
elect and change settlement options that may be permitted. Provided, however,
the Executive, the Trust or its transferee beneficiary shall have no rights or
interests in the Policy with respect to that portion of the death proceeds
designated in this section 2.2 upon the Executive's Termination of Employment
prior to Normal Retirement Age.
2.3. Option to Purchase. Prior to the Executive's Normal Retirement
Date, the Company shall not sell, surrender or transfer ownership of the Policy
while this Agreement is in effect without first giving the Trust or the Trust's
transferee the option to purchase the Policy for a period of sixty (60) days
from written notice of such intention. The purchase price shall be an amount
equal to the cash surrender value of the Policy.
2.4. Comparable Coverage. Notwithstanding anything in this Agreement to
the contrary, on or after the Executive's Normal Retirement Date, the Company
shall maintain the Policy in full force and effect and in no event shall the
Company amend, terminate or otherwise abrogate the Trust's interest in the
Policy, unless the Company replaces the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement.
2.5. Termination of Employment Prior to Normal Retirement Date. Should
Termination of Employment occur prior to the Normal Retirement Date, the Company
shall pay to the Executive an amount equal to the sum of each Annual Tax Amount
divided by 1.00 minus the highest marginal combined state and federal individual
income tax rates as of the date of Termination of Employment. The tax rates used
to determine the amount under this section 2.5 shall be the rates in effect for
the year Termination of Employment occurs. The Company shall pay this amount
within sixty (60) days from the date of Termination of Employment.
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2.6. Parachute Payment. If it is determined that any portion of the
benefit payment to the Executive under Section 2.5 constitutes a parachute
payment under Section 280G of the Code subject to the excise tax of Section 4999
of the Code, the Executive shall be entitled to receive from the Company a lump
sum cash payment sufficient to place the Executive in the same net after tax
position that the Executive would have been in had such payment not been subject
to such excise tax; provided, however, the Executive shall be entitled to a
payment under this Section 2.6 only to the extent that the Executive is not
entitled to an equivalent payment under any other agreement.
ARTICLE 3
PREMIUMS
3.1. Premium Payment. The Company shall pay any premiums due on the
Policy.
3.2. Imputed Income. The Company shall impute income annually to the
Executive in an amount equal to the current term rate for the Executive's age
multiplied by the aggregate death benefit payable to the Executive's
beneficiary. The "current term rate" is the minimum amount required to be
imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable
authority.
ARTICLE 4
ASSIGNMENT
The Trust may assign without consideration all of its interests in the
Policy and in this Agreement to any person, entity or other trust. In the event
the Trust shall transfer all of its interest in the Policy, then all of the
Trust's interest in the Policy and in the Agreement shall be vested in its
transferee, who shall be substituted as a party hereunder and the Trust shall
have no further interest in the Policy or in this Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Agreement.
ARTICLE 6
EXECUTIVE
The Executive is not a party to this Agreement or to the corresponding
Endorsement. Except as otherwise provided herein, the Executive shall have no
rights, title or interest hereunder.
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ARTICLE 7
CLAIMS PROCEDURE
7.1. Claims Procedure. The Company shall notify the Trust, the Trust's
transferee or beneficiary, or any other party who claims a right to an interest
under this Agreement (the "Claimant') in writing, within 90 days of Claimant's
written application for benefits, of his or her eligibility or ineligibility for
benefits under this Agreement. If the Company determines that the Claimant is
not eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
this Agreement on which the denial is based, (3) a description of any additional
information or material necessary for the Claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of this
Agreement's claims review procedure and other appropriate information as to the
steps to be taken if the Claimant wishes to have the claim reviewed. If the
Company determines that there are special circumstances requiring additional
time to make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional 90 days.
7.2. Review Procedure. If the Claimant is determined by the Company not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within 60 days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by the Company of the petition, the Company shall
afford the Claimant (and counsel, if any) an opportunity to present his or her
position to the Company verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify
the Claimant of its decision in writing within the 60-day period, stating
specifically the basis of its decision, written in a manner calculated to be
understood by the Claimant and the specific provisions of this Agreement on
which the decision is based. If, because of the need for a hearing, the 60-day
period is not sufficient, the decision may be deferred for up to another 60 days
at the election of the Company, but notice of this deferral shall be given to
the Claimant.
ARTICLE 8
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Trustee. However, unless otherwise agreed to by
the Company and the Trust, subject to section 2.3, this Agreement will
automatically terminate upon the Executive's Termination of Employment prior to
Normal Retirement Age.
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ARTICLE 9
MISCELLANEOUS
9.1. Binding Effect. This Agreement shall bind the Trust and the
Company, their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
9.2. No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.
9.3. Creditor Claims. The Policy or any comparable policy subject to
this agreement are general assets of the Company and shall be subject to the
claims of the Company's creditors.
9.4. Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Missouri, except
to the extent preempted by the laws of the United States of America.
9.5. Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company,
firm or person agrees to assume and discharge the obligations of the Company.
9.6. Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Split Dollar 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 his or her last known address as shown on
the records of the Company. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.
9.7. Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Trust as to the subject matter hereof. No rights are
granted to the Trust by virtue of this Agreement other than those specifically
set forth herein.
9.8. Administration. The Company shall have powers that are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
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(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
9.9. Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
TRUST: COMPANY:
XXXXXX X. XXXXXXXX SOUTHSIDE BANCSHARES CORP
IRREVOCABLE INSURANCE TRUST
BY /S/ XXXX X. XXXXXXXXX BY /S/ XXXXXX X. XXXX
CO-TRUSTEE TITLE CHIEF FINANCIAL OFFICER
BY
CO-TRUSTEE
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SPLIT DOLLAR POLICY ENDORSEMENT
SOUTHSIDE BANCSHARES CORP SPLIT DOLLAR AGREEMENT
Policy No. AH506 1692 Insured: XXXXXX X. XXXXXXXX
Supplementing and amending the application for insurance to Xxxxxxxxx Xxxxxxxx
Life Insurance Company ("Insurer") on November 24, 1999, the applicant requests
and directs that:
BENEFICIARIES
1. SOUTHSIDE BANCSHARES CORP. a bank holding company located in St.
Louis, Missouri (the "Company"), shall be the direct beneficiary of an amount of
death proceeds, less policy loans to the Company, if any, in excess of: (i)
prior to or on the Normal Retirement Date, $3,474,940.00; and (ii) after the
Normal Retirement Date amounts set forth on the attached Schedule A calculated
in accordance with Schedule A.
2. Subject to the provisions of paragraph (5) below, the XXXXXX X.
XXXXXXXX IRREVOCABLE INSURANCE TRUST (the "Trust") or the Trust's transferee
shall be the beneficiary of an amount equal to: (i) prior to or on the Normal
Retirement Date, $3,474,940.00; and (ii) after the Normal Retirement Date
amounts set forth on the attached Schedule A calculated in accordance with
Schedule A.
OWNERSHIP
3. The Owner of the policy shall be the Company. The Owner shall have
all ownership rights in the Policy except as may be specifically granted to the
Trust or its transferee in paragraph (4) of this endorsement.
4. The Trust or its transferee shall have the right to assign all
rights and interests in the Policy with respect to that portion of the death
proceeds designated in paragraph (2) of this endorsement, and to exercise all
settlement options with respect to such death proceeds.
5. Notwithstanding the provisions of paragraph (4) above, the Trust or
its transferee shall have no rights or interests in the Policy with respect to
that portion of the death proceeds designated in paragraph (2) of this
endorsement if the Insured ceases to be employed by the Company prior to the
Normal Retirement Date of 65 for any reason whatsoever (other than by reason of
a leave of absence which is approved by the Company), unless otherwise agreed to
by the Company and the Executive.
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MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
Upon the death of the Insured, the interest of any collateral assignee of the
Owner of the Policy designated in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.
OWNERS AUTHORITY
The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient for the exercise of any rights under
this Endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release therefore to the Insurer.
Any transferee's rights shall be subject to this Endorsement.
The owner accepts and agrees to this split dollar endorsement.
Signed at St. Louis, Missouri, this 21st day of December, 1999.
COMPANY:
SOUTHSIDE BANCSHARES CORP.
By /s/ Xxxxxx X. Xxxx
Its Chief Financial Officer
The Trust accepts and agrees to the foregoing as direct beneficiary of the
portion of the proceeds described in paragraph (2) above.
Signed at St. Louis, Missouri, this 21st day of December, 1999.
TRUST:
XXXXXX X. XXXXXXXX IRREVOCABLE
INSURANCE TRUST
By /s/ Xxxx X. Xxxxxxxxx
Its Co-Trustee
By
Its Co-Trustee
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SCHEDULE A
SPLIT DOLLAR AGREEMENT BETWEEN
SOUTHSIDE BANCSHARES CORP. AND XXXXXX XXXXXXXX
Age of TRUST INTEREST IN
XX. XXXXXXXX Death Proceeds
less than or equal to 65 $3,474,940
66 3,349,917
67 3,214,517
68 3,067,879
69 2,909,070
70 2,737,080
71 2,550,815
72 2,349,090
73 2,130,622
74 1,894,021
75 1,637,783
76 1,360,277
77 1,059,738
78 734,254
79 381,756
greater than or equal to 80 -0-
End of Schedule
To calculate an amount for less than a full year of age of Executive, take the
number of completed months of service into the current Plan Year and divide by
12. Then multiply that fraction by the difference between (i) the balance for
the birthday prior to Executive's death and (ii) the balance for the next
birthday Executive would have attained had his death not occurred. Then subtract
that amount from the balance for the birthday prior to Executive's death. For
example, if the Executive's death occurs during the 70th year of age four months
after the Executive's birthday, then you would take 4/12 times the balance shown
for Age 70 minus the balance shown for Age 71. Then subtract that amount from
the balance shown for Age 70 to determine the amount due as death benefit
payment.
