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EXHIBIT 10.17
SPLIT DOLLAR AGREEMENT
This Agreement, made on February 28, 1995, by and between
Chemed Corporation ("the Corporation"), a Delaware corporation with offices at
2600 Chemed Center, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("the Trustees"), as Trustees
under the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Irrevocable Insurance Trust
Agreement dated January 25, 1990 ("the Trust").
1. PREMISES
1.1 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is an employee of the
Corporation and has created the Trust. The
Trustees wish to insure the lives of ▇▇. ▇▇▇▇▇▇
and his wife, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit
and protection of their family. The Corporation
will help the Trustees provide this insurance
coverage by payment of part of the premiums under
a split dollar arrangement, whereby the Trustees
will be the owner of a life insurance policy which
will be collaterally assigned to the Corporation
as security for amounts the Corporation will
contribute for the premium payments.
2. APPLICATION FOR INSURANCE
2.1 The Trustees have applied to Phoenix Home
Life Mutual Insurance Company for a Survivorship
Whole Life Policy on the lives of ▇▇▇▇▇▇ ▇.
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▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for $5,000,000
("Policy").
3. POLICY OWNERSHIP
3.1 The Trustees shall own the Policy and may
exercise all rights of ownership with respect to
it, subject only to the security interest of the
Corporation as expressed in this Agreement and the
collateral assignment of the Policy to the
Corporation.
4. PAYMENT OF PREMIUMS
4.1 On or before the due date of each annual
premium on the Policy, the Corporation will pay to
Phoenix Home Life Mutual Insurance Company an
amount equal to the lesser of 84 percent of the
annual premium or the annual premium less the cost
(calculated by application of P. S. No. 38 or P.
S. No. 58 or Phoenix Home Life individual term
rates, whichever is applicable) of the portion of
the insurance which the beneficiary or
beneficiaries named by the Trustees would be
entitled to receive if the survivor of ▇▇. ▇▇▇▇▇▇
and ▇▇▇. ▇▇▇▇▇▇ died during the policy year for
which the annual premium is paid.
4.2 On or before the due date of each annual
premium on the Policy, the Corporation will pay
to Phoenix Home Life Mutual Insurance Company,
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on behalf of the Trustees, the remainder of the
annual premium. This payment will constitute
compensation to ▇▇. ▇▇▇▇▇▇ in the form of a bonus
during his lifetime and in the form of deferred
compensation after his death if he dies before
▇▇▇. ▇▇▇▇▇▇, and will be considered paid by the
Trustees for purposes of the Assignment (as
defined in Article 5).
4.3 These premium advances by the Corporation
shall apply specifically to the first ten annual
premiums due under the Policy. However,
additional premium advances may be made by mutual
agreement of the parties.
5. ASSIGNMENT OF POLICY
5.1 The Trustees shall collaterally assign the
Policy to the Corporation so as to reflect the
respective interests of the parties under this
Agreement, said collateral assignment
("Assignment") having been executed by the parties
on the date of this Split Dollar Agreement, and
thus made a part of such Policy and this
Agreement.
6. USE OF DIVIDENDS
6.1 The dividends declared by Phoenix Home Life
Mutual Insurance Company on the Policy will be
used to purchase paid-up insurance.
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6.2 The dividend option which is specified in
paragraph 6.1 of this Article will not be
terminated or changed without a conforming
amendment to this Agreement and unless such change
is done in accordance with the provisions of Part
D "Joint Rights" section of the Assignment.
7. SURRENDER OF POLICY
7.1 The Trustees shall have the sole and
exclusive right to surrender the Policy.
7.2 If the Policy is surrendered, the Trustees
shall direct the insurance company in writing to
draw a check payable to the Corporation in an
amount equal to the "Assignee's Cash Value
Rights", as defined within the provisions of Part
A "Definitions" section of the Assignment.
7.3 If there is a delay in the surrender of the
Policy by either party to this Agreement, and if
such delay results in diminished policy values
being available to either party, neither
party to this Agreement shall hold the insurance
company liable for such diminution in Policy
values.
8. DEATH CLAIMS
8.1 Upon the death of the last to die of Mr. and
▇▇▇. ▇▇▇▇▇▇, the Corporation shall have an
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interest in the proceeds of the Policy equal to
the "Assignee's Death Benefit Share", as defined
within the provisions of Part A "Definitions"
section of the Assignment. The balance of
proceeds remaining shall be paid directly by the
insurance company to the beneficiary or
beneficiaries designated in the Policy.
9. TERMINATION OF AGREEMENT
9.1 This Agreement shall terminate upon surrender
of the Policy by the Trustees or upon thirty (30)
days' written notice of termination given by
either party to the other by registered mail at
the party's last known address; provided, however,
that the Corporation shall not exercise such
termination right before February 28, 2005.
9.2 Prior to termination of this Agreement, the
Trustees shall direct the insurance company in
writing to draw a check payable to the Corporation
for an amount equal to the "Assignee's Cash Value
Interest", as defined within the provisions of
Part A "Definitions" section of the Assignment.
Upon receipt of this amount, the Corporation shall
release the security interest of the Corporation
expressed in this Agreement and the Assignment.
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10. SPECIAL PROVISIONS
The following provisions are part of this Plan and
are intended to meet the requirements of the
Employee Retirement Income Security Act of 1974:
10.01 - The named fiduciary: The
Secretary of the Company
10.02 - The funding policy under
this Plan is that all premiums on
the Policy be remitted to the
Insurer when due.
10.03 - 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.
10.04 - For claims procedure
purposes, the "Claims Manager"
shall be the Secretary of
the Company.
(a) 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
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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:
(1) The claimant's claim
shall be deemed filed when
presented orally or in
writing to the Claims Manager.
(2) The Claims Manager's
explanation shall be in
writing delivered
to the claimant within 90 days
of the date the claim is
filed.
(b) The claimant shall have 60
days following his/her receipt
of the denial of the claim to
file with the Claims Manager a
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written request for review
of the denial. For such
review, the claimant or
his/her representative may
submit pertinent documents
and written issues and
comments.
(c) 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/her
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 claims shall be deemed
denied on review.
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11. AMENDMENT AND BINDING EFFECT
11.1 This embodies all agreements by the parties
made with respect to the Policy. The Agreement
shall not be modified or amended except by a
writing signed by the parties. The Agreement
shall be binding upon the parties, their heirs,
legal representatives, successors and assigns.
12. GOVERNING LAW
12.1 This Agreement shall be subject to and shall
be construed under the laws of the State of Ohio.
Executed by the parties at Cincinnati, Ohio, as of
February 28, 1995.
CHEMED CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, V.P.
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Witness Signature, Corporate Title
TRUSTEES
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Witness ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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