SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (this "Agreement"), is made as of the 28th
day of March, 1997, between Celadon Group, Inc., a Delaware corporation (the
"Company"), on the one hand, and Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), on the other
hand.
WITNESSETH:
WHEREAS, prior to the date hereof Celadon and Xxxxxxx entered into a
Consulting and Non-Competition Agreement, dated as of July 3, 1996 (the
Consulting Agreement.); and
WHEREAS, certain disputes have arisen regarding the rights and
obligations of the parties pursuant to the Consulting Agreement and both Celadon
and Xxxxxxx deny and continue to deny any wrongdoing of any nature and any
liability whatsoever in connection with the facts allegedly giving rise to such
disputes, which the parties wish to resolve amicably without further delay.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereto hereby agree
as follows:
SECTION 1. Termination of Consulting Agreement. The Consulting
Agreement is hereby terminated and shall be null and void and of no further
effect as of the date of this Agreement.
SECTION 2. Non-Competition Covenants and Confidentiality.
(a) Prior to July 3, 1999 Xxxxxxx shall not, directly or
indirectly, do any of the following:
(i) own, manage, operate, control, or participate in the
ownership, management, operation or control of or be employed or engaged by or
otherwise affiliated or associated in any manner with, any other corporation,
partnership, proprietorship, firm, association, or other business entity which
is principally engaged in the business of providing full truckload trucking
services (w) within any of the United States, Canada or Mexico, (x) between the
United States and Mexico, (y) between the United States and Canada, or (z)
between Canada and Mexico (a "Competing Business"); provided, however, that
Xxxxxxx'x ownership of not more than five percent (5%) of the outstanding stock
of a company engaged in a Competing Business, if such stock is listed on a
national securities exchange, reported on The Nasdaq Stock Market or regularly
traded in the over-the-counter market, shall not be deemed violative of this
Section 2(a)(i); or
(ii) except for members of Xxxxxxx'x family, Xxxxxx Xxxx and
Xxxxxx Xxxx, hire any person who was an employee of the Company or its
subsidiaries (other than persons who are employees of Celsur Inc. or its
subsidiaries) on July 3, 1996, unless such person's employment is terminated by
the Company or the applicable subsidiary and a period of six months has passed
following the date of such termination; or
(iii) disclose, divulge, discuss, copy or otherwise use or
suffer to be used, in any manner in competition with or contrary to the
interests of the Company, the customer
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lists, marketing methods, research or data or other trade secrets or other
proprietary information of the Company, it being acknowledged by Xxxxxxx that
all such information regarding the business of the Company, compiled or obtained
by, or furnished to, Xxxxxxx while Xxxxxxx was associated with the Company is
confidential information and the exclusive property of the Company; provided,
however, that this Section 2(a)(iii) shall not apply to the disclosure by
Xxxxxxx of confidential information (A) when required to do so by a court of law
or any governmental or administrative agency having jurisdiction over the
business of the Company; provided in such event, Xxxxxxx shall immediately
notify the Company of the existence, terms and circumstances surrounding such
disclosure so that the Company may seek an appropriate protective order prior to
the disclosure of such information, or (B) information which is in the public
domain other than through disclosure by Xxxxxxx.
(b) Xxxxxxx expressly agrees and understands that the remedy at
law for a breach by him of this Section 2 will be inadequate and that upon
adequate proof of Xxxxxxx'x violation of any legally enforceable provision of
this Section 2, the Company shall be entitled to immediate injunctive relief and
may obtain a temporary order restraining any threatened or further breach.
Except as provided in the immediately following sentence, nothing contained in
this Section 2 shall be deemed to limit the Company's remedies at law or in
equity for any breach of the provisions of this Section 2 by Xxxxxxx. Any
covenant on
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Xxxxxxx'x part contained hereinabove which may not be specifically enforceable
shall nevertheless, if breached, give rise to a cause of action for monetary
damages, if such breach remains uncured for 30 days after notice thereof in
reasonable detail from the Company to Xxxxxxx.
(c) Nothing contained herein shall prevent Xxxxxxx from being
employed by, rendering services to or owning, managing or otherwise being
affiliated with other entities; provided such other entities are not engaged in
a Competing Business.
SECTION 3. Business in Brazil and Argentina.
(a) Xxxxxxx hereby represents and warrants to the Company that
any business he has conducted (directly or indirectly, alone or together with
others) in the nations of Brazil and/or Argentina has been in the name of
entities under his control (including without limitation Celsur Inc. and its
subsidiaries (collectively, "Celsur")) and, except for business conducted in the
name of Celsur prior to July 3, 1996, has in no way been affiliated with the
Company and, further, that neither he nor, to his knowledge, any other person
has alleged or led any third party to believe that such business in Brazil
and/or Argentina is related in any way to the Company, except through the former
relationship between Celsur and the Company. In addition, Xxxxxxx hereby
represents and warrants to the Company that he knows of no action pending or
overtly threatened against the Company arising from business Xxxxxxx has
conducted in Brazil
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and/or Argentina and, further, that he knows of no basis on which any entity
in Brazil or Argentina may assert any claim for liability against the Company
based on such business.
(b) Xxxxxxx shall indemnify, defend and hold harmless the
Company, promptly upon demand and from time to time, against any loss,
liability, claim, action or damages that the Company may suffer, sustain or
become subject to arising out of or as a result of any claim made (alone or
together with any third party) by Wal-Mart Argentina S.A., Wal-Mart Brazil Ltda.
or any other affiliate of Wal-Mart Stores, Inc. (collectively, "Walmart") in
connection with business dealings in Argentina and/or Brazil between Xxxxxxx or
any entity under Xxxxxxx'x control (including Celsur) and Walmart.
SECTION 4. Consideration: Benefits and Stock Options.
(a) Simultaneously with the execution of this Agreement, the
Company shall pay to Xxxxxxx, by wire transfer of immediately available funds to
an account designated by Xxxxxxx or by a bank cashier's or certified check
payable to the order of Xxxxxxx, the amount by which $365,565.40 exceeds the sum
of (i) $84,660.07 being the cash value as of the date hereof of the "split whole
life" insurance policy listed on Exhibit A hereto, plus (ii) $40,998.17, being
the cash value as of the date hereof of the "key man whole life" insurance
policy listed on Exhibit A hereto. The insurance policies listed in Exhibit A
hereto are collectively referred to herein as the "Insurance Policies".
Simultaneously with the execution of this Agreement, the Company
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shall execute and deliver to Xxxxxxx all documents attached to this Agreement as
Exhibit B, and the Company shall take any and all further actions necessary, to
have the Company removed as an owner, a beneficiary, a collateral beneficiary or
a collateral assignee, as the case may be, with respect to each of such
Insurance Policies listed on Exhibit A, and Xxxxxxx shall thereafter have sole
control over such Insurance Policies. The Company shall have no further rights
in, and shall have no further payment obligations whatsoever regarding, the
Insurance Policies.
(b) Simultaneously with the execution of this Agreement, Xxxxxxx
shall execute and deliver all documents attached as to this Agreement as Exhibit
C, and Xxxxxxx shall take any and all further actions necessary, to assign to
the Company all rights under Mass Mutual Policy No. 0-000-000 (the "Third
Policy"), and the Company shall thereafter promptly take all steps necessary to
discontinue and cancel the Third Policy. Xxxxxxx shall have no further rights
in, and shall have no payment obligations regarding, the Third Policy.
(c) Simultaneously with the execution of this Agreement, Xxxxxxx
shall surrender to the Company any and all stock options he holds relating to
the Company's capital stock that were granted to Xxxxxxx prior to the date
hereof (collectively, the "Stock Options"), and the Stock Options shall be
cancelled, except that Xxxxxxx shall retain all his rights with respect to, and
shall continue to receive any and all
6
benefits to which he may be entitled under, the Company's Employee Stock
Ownership Plan ("ESOP"), subject to and in accordance with applicable law and
the terms of that ESOP.
(d) Nothing herein shall waive, release or otherwise prejudice
any rights or benefits to which Xxxxxxx may be entitled pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1986, P.L. 99-509 ("COBRA").
SECTION 5. Releases.
(a) Xxxxxxx, on behalf of himself and anyone claiming through him
including, but not limited to, his past, present and future spouses, family
members, relatives, agents, attorneys, representatives, heirs, executors and
administrators, and the predecessors, successors and assigns of each of them,
hereby releases and agrees not to xxx the Company or any of its divisions,
subsidiaries, affiliates, other related entities (whether or not such entities
are wholly owned) or the officers, directors, agents, attorneys or
representatives thereof, or the predecessors, successors or assigns of each of
them (hereinafter jointly referred to as the "Released Parties"), with respect
to any and all known or unknown claims which Xxxxxxx now has, has ever had, or
may in the future have, against any of the Released Parties for or related in
anyway to anything occurring from the beginning of time up to and including the
date hereof, including without limiting the generality of the foregoing, any and
all claims which in any way result from, arise out of, or relate to, Xxxxxxx'x
services as a Consultant to the Company pursuant to the
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Consulting Agreement, Xxxxxxx'x employment by the Company or the termination of
such employment, including, but not limited to, any and all claims for severance
or termination payments under any agreement between Xxxxxxx and the Company or
any program or arrangement of the Company or any claims that could have been
asserted by Xxxxxxx or on his behalf against any of the Released Parties in any
federal, state or local court, commission, department or agency under any fair
employment, contract or tort law, or any other federal, state or local law,
regulation or ordinance, including, without limitation, Title VII or the Civil
Rights Act of 1964, the Employee Retirement Income Security Act of 1974, as
amended, the Americans with Disabilities Act or the Age Discrimination in
Employment Act, or under any compensation, bonus, severance, retirement or other
benefit plan and all rights Xxxxxxx had or may have had in respect of the Stock
Options; provided, however, that nothing contained in this Section 6(a) shall
apply to, or release the Company from any obligations (i) contained in this
Agreement, (ii) contained in the Agreement dated as of July 3, 1996 between
Xxxxxxx and Celadon Logistics, Inc. (the "Celsur Agreement"), (iii) based on
acts of fraud or violations of law committed by the Released Parties, or (iv) to
indemnify Xxxxxxx with respect to matters occurring prior to the date hereof
pursuant to the Company's Certificate of Incorporation or By-laws or insurance
policies maintained by the Company with respect thereto. Xxxxxxx expressly
represents and warrants that he has not transferred or assigned any rights or
8
causes of action that he might have against any of the Released Parties.
(b) The Company, on behalf of itself and anyone claiming through
it including, but not limited to, its officers, directors, agents, attorneys,
representatives, heirs, successors and assigns, and the predecessors, successors
and assigns of each of them, hereby releases and agrees not to xxx Xxxxxxx, his
family members, relatives, agents, attorneys, representatives, heirs, executors
and administrators, or the predecessors, successors or assigns of each of them
(hereinafter jointly referred to as the "Xxxxxxx Released Parties"), with
respect to any and all known or unknown claims which the Company now has, has
ever had, or may in the future have, against any of Xxxxxxx Released Parties for
or related in anyway to anything occurring from the beginning of time up to and
including the date hereof, including without limiting the generality of the
foregoing, any and all claims which in any way result from, arise out of, or
relate to the Consulting Agreement or Xxxxxxx'x employment by or directorship
with or offices held with the Company, including, but not limited to, any and
all claims for payments by Xxxxxxx under any agreement between Xxxxxxx and the
Company or any claims that could have been asserted by the Company or on its
behalf against any of the Xxxxxxx Released Parties in any federal, state or
local court, commission, department or agency under any federal, state or local
law, regulation or ordinance; provided, however, that nothing contained in this
Section 6(b) shall apply
9
to, or release Xxxxxxx from, any obligations (i) contained in this Agreement,
including, without limitation, Section 3, (ii) contained in the Celsur
Agreement or (iii) based on acts of fraud or violations of law committed by
Xxxxxxx. The Company expressly represents and warrants that it has not
transferred or assigned any rights or causes of action that it might have
against any of the Xxxxxxx Released Parties.
SECTION 6. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered personally,
sent by registered or certified mail, return receipt requested, or sent by a
nationally recognized overnight courier service addressed as follows:
If to the Company, to:
Celadon Group, Inc.
Xxx Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
With a copy to:
Proskauer Xxxx Xxxxx & Xxxxxxxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
If to Xxxxxxx, to:
Xxxxxxx X. Xxxxxxx
0000 X.X. 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
With a copy to:
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
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or to such other person or address as any party shall specify by notice in
writing to the other parties hereto.
SECTION 7. Assignability, Binding Effect and Survival. This Agreement
shall inure to the benefit of and be binding upon the Company and its successors
and assigns. The rights and obligations of Xxxxxxx under this Agreement shall
inure to the benefit of and be binding upon Xxxxxxx and his heirs, personal
representatives and estate.
SECTION 8. Complete Understanding; Amendment. This Agreement
constitutes the complete understanding between the parties with respect to the
subject matter hereof, and no statement, representation, warranty or covenant
has been made by any party with respect thereto except as expressly set forth
herein. This Agreement shall not be altered, modified, amended or terminated
except by written instrument signed by each of the parties hereto. Waiver by any
party hereto of any breach hereunder by another party shall not operate as a
waiver of any other breach, whether similar to or different from the breach
waived.
SECTION 9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of law thereof.
SECTION 10. Section Headings. The section headings contained in this
Agreement are for reference purposes only and
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shall not affect in any way the meaning or interpretation of this Agreement.
SECTION 11. Severability. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it
is so determined to be invalid and unenforceable, shall not be affected thereby,
and each provision hereof shall be validated and shall be enforced to the
fullest extent permitted by law.
SECTION 12. Legal Fees and Expenses. The parties hereto shall each
pay all costs, fees and expenses incurred by it or him in connection with the
negotiation and preparation of this Agreement, including, without limitation,
the fees and expenses of its or his own advisors and counsel.
SECTION 13. Further Assurances. Each of the parties hereto shall,
whenever and as often as reasonably requested to do so by the other party, do,
execute, acknowledge and deliver any and all such other further acts, transfers
and any instruments of further assurances, approvals and consents as are
necessary or proper in order to accomplish and complete the transactions
contemplated hereby.
SECTION 14. Counterparts. This Agreement may be executed in two
separate counterparts, each of which shall be
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deemed an original and both of which together shall constitute a single
instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above written.
CELADON GROUP, INC.
By: /s/ Xxx X. Xxxxxx
----------------------------
Name: Xxx X. Xxxxxx
Title: CFO
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx
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EXHIBIT A: INSURANCE POLICIES
SPLIT WHOLE LIFE POLICIES:
Mass Mutual Policy No. 7 394 226, effective 10/8/88
KEY MAN WHOLE LIFE POLICY:
Mass Mutual Policy No. 8 836 611, effective 10/22/92
TERM POLICY:
Prudential Policy No. 79 774 583, effective 9/30/92
DISABILITY POLICY:
Provident Policy No. 36-69733, effective 5/1/88
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EXHIBIT B
[MassMutual LOGO]
Change of Owner and Beneficiary with
Proceeds Paid in One Sum
Not for Annuity Policies
Massachusetts Mutual Life Insurance Company
and affiliated insurance companies
Xxxxxxxxxxx XX 00000-0000
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INSURED POLICY NUMBER
XXX XXXXXXX 8836611
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The Company is authorized and requested to change the policy(ies) above as
provided in this amendment. The Definitions and General Provisions on the
reverse side of this page are a part of this amendment.
Instructions: Check only one Box (1-8) and complete the information requested.
To change owner from Qualified Plan to insured, use Box 1 ONLY.
Boxes 4 & 5 cannot be used for Disability Income and Business
Overhead Expense Policies.
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Ownership of the above policy(ies) is changed as follows:
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1. [X] The Insured.
2. [ ] Lifetime Ownership with a Reversion to the Insured
The Insured's_________________________ ________________________ , while
(Relationship) (Name)
living and thereafter the insured.
3. [ ] Lifetime Ownership with one Contingent Owner--with a Reversion to the
Insured
The Insured's_________________________ ________________________ , while
(Relationship) (Name)
living and thereafter the insured's _________________ _________________
(Relationship) (Name)
while living and thereafter the insured.
4. [ ] Lifetime Ownership with a Reversion to Estate
The Insured's_________________________ ________________________ , or
(Relationship) (Name)
his/her estate.
5. [ ] Lifetime Ownership with one Contingent Owner--with a Reversion to Estate.
The Insured's _________________________ ________________________, while
(Relationship) (Name)
living and thereafter the insured's _________________ _________________
(Relationship) (Name)
while living, and thereafter the estate of whichever of the owners is
the last to die.
6. [ ] ______________________________, a corporation, its successors or assigns.
7. [ ] ______________________________, a partnership.
8. [ ] _______________________________________, trustee(s).
(Name of Trustee(s))
under the________________________________________________________________
(Name of Trust)
dated _______________. (Copy of signed trust agreement required,
see reverse side for Trust Provisions)
Every right, privilege, option and benefit granted by the policy or allowed
by the Company and the right to change the succession of ownership of the
policy are transferred to the owner by this amendment.
The owner shall be the beneficiary, except if the insured is the owner, the
estate of the insured shall be the beneficiary.
There is no beneficiary under a Disability Income Policy or a Business
Overhead Expense Policy.
If a Qualified Plan is transferring ownerhsip to the insured, see Qualified
Plan Provisions on reverse side.
If other beneficiaries are desired, the new owner must sign a new
beneficiary form (i.e., F5159)
New Owner's Social Security, ID # or Trust ID #:
[ ]
Address all future mail, including [ ]
premium notices to: (Please include all hyphens)
___________________________________ Under penalities of perjury, I certify
NAME that the above is my correct Tax
Identification Number. I also certify
___________________________________ that the Internal Revenue Service has
STREET AND NUMBER not notified me that I am subject
to backup withholding.
___________________________________
CITY, STATE AND ZIP CODE
___________________________________ _______________________________________
CELADON NEW POLICY OWNER'S SIGNATURE DATE
By:____________________ _________ _______________________________________
OWNER'S SIGNATURE DATE NAME OF CORP., PARTNERSHIP, TRUST OR
QUALIFIED PLAN OWNER
By:____________________ _________ _______________________________________
DATE SIGNATURE(S) & TITLE(S)
[MassMutual LOGO]
Release of Assignment
Execute in Duplicate
Massachusetts Mutual Life Insurance Company
and affiliated Insurance companies
Xxxxxxxxxxx XX 00000-0000
FOR VALUE RECEIVED, all right, title and interest in and to
Policy No. 7394226,
on the life of Xxx Xxxxxxx is hereby relinquished and released.
_____________________________________________________ _____________________
INDIVIDUAL ASSIGNEE SIGNATURE DATE
_____________________________________________________ _____________________
INDIVIDUAL ASSIGNEE SIGNATURE DATE
_____________________________________________________ _____________________
INDIVIDUAL ASSIGNEE SIGNATURE DATE
Celadon
_____________________________________________________ _____________________
CORPORATE SIGNATURE (NAME OF COMPANY) DATE
By:
_____________________________________________________ _____________________
AUTHORIZED OFFICER (NAME & TITLE)
By:
_____________________________________________________ _____________________
AUTHORIZED OFFICER (NAME & TITLE)
-------------
Corporate Signature Requirements
Include full name of corporation and print name of corporate title of each
officer who signs (i.e., President, Vice President, Secretary, or Treasurer)
One Corporate Officer: provided he/she is not the insured or a family member.
Two Corporate Officers: if the first is the insured or a family member. The
second officer may be related to the insured.
Sole Corporate Officer: if the insured or family member is sole officer,
his/her signature is acceptable if accompanied
by a statement to that effect, or if the
corporate seal is affixed.
EXHIBIT C
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[MASSMUTUAL LOGO] Service Request
Massachusetts Mutual Life Insurance Company
and affiliated insurance companies
Xxxxxxxxxxx XX 00000-0000
Insured/Annuitant XXX XXXXXXX Policy Number(s) 7214173
-------------------------------------------- ----------------------------
---------------------
[ ] 1. Dividend Option Change commencing with the dividend payable in __________
(year), change the dividend option to:
[ ] Cash (CS)-1 [ ] Reduce Premium with excess to: [ ] Term Purchase* with excess to:
[ ] Paid-up Insurance Additions (PD)-3 [ ] Cash (RP/CS)-2 [ ] Reduce Premium (TRP)-7
[ ] Paid-up Annuity Additions (APD)-5 [ ] Paid-up Additions (RP/PD)-25 [ ] Paid-up Additions (TPD)-9
[ ] Dividend Accumulations (DA)-4 (Form W-9 required) [ ] Reduce Loan (RP/RN)-26 [ ] Reduce Loan (TRN)-13
[ ] Reduce Loan (RN)-6 *Subject to company approval
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[ ] 2. Agency Transfer Do not complete Servicing Agent data for UL, VL+, VA or FA contracts.
Change: Agency of record to # __________________ Servicing Agent to ______________________________ ID# ___________________
---------------------
[ ] 3. Lost Policy Agreement (issue duplicate policy or certificate)
To the best of our knowledge, this policy was:
[ ] Lost [ ] Stolen [ ] Destroyed on or about ____________________ 19 _____
under the following circumstances (complete if circumstances known):
______________________________ In return for the Company issuing a duplicate
policy, the undersigned agree to hold the Company harmless from all claims and
liability resulting from the issue of or transactions involving the duplicate
policy. To the best of the knowledge of the undersigned, the policy has not
been given to and is not in the possession of any other person. If the
original policy is found, both it and the duplicate policy will be returned to
the Company to cancel the duplicate and update the original. This agreement
shall be binding on the estate and successors of the undersigned.
---------------------
[ ] 4. Reduced Paid-Up or Extended Term Insurance Election
If the Premium due (enter date) ____________________ is not paid, the Policy
shall, in accordance with its terms and provisions, become:
[ ] Reduced Paid-Up Insurance [ ] Extended Term Insurance
Signed request must be received at the Home Office within 62 days following
the premium due date.
Initial here if the policy # is below 3 500 000 and you want to use any
dividend accumulations to increase the reduced paid-up value ________________.
Any provision of the policy(s) which provides for automatic payment of
premiums will not take effect for the above premium.
A statement will be sent showing the amount of coverage.
Refer to the Home Office if the policy was issued substandard and Extended
Term is desired.
Use Form A1052 if the policy number is from 451 462 to 1 147 835 and
Automatic Premium Loan has been elected.
---------------------
[ ] 5. Automatic Premium Loan (APL) Election / Cancellation
[ ] The Provision for Automatic Premium Loan is elected. This election is to
be operative even where premiums are allowed on a monthly basis.
[ ] The election of the provision for Automatic Premium Loan is cancelled
(revoked).
---------------------
[ ] 6. Withdraw or Apply Dividends
Paid-up Annuity Dividend
Withdraw dividends from: [ ] ALIR Purchase Payment [ ] ALIR Dividend [ ] Additions [ ] Paid-up Additions [ ] Accumulations
Amount $___________ Payee: [ ] Owner Apply to: [ ] New Insurance (name) _______________________ Policy # ___________________
[ ] _____________ Premium [ ] Loan/Interest Policy #________________ [ ] Other ________________________________________________
---------------------
[ ] 7. Loans
Each of the undersigned assigns to the Company issuing the policy all right,
title and interest in the policy including all amounts payable under the
policy and any paid-up additions and dividend accumulations as collateral for
a loan in the amount of $___________. The Company is authorized to fill in the
amount in accordance with the box checked below.
Policy Loan (complete section 9) Premium Loan
[ ] Maximum [ ] Amount $______________ [ ] Pay __________ premium of $_________
Payee: [ ] Owner [ ] Other ___________________ [ ] Apply $________ to _________ premium
[ ] Apply to _______________Policy # _________
The effective date for all dividend and loan disbursements will be the date
this form, properly signed, is received by the Company at
0000 Xxxxx Xxxxxx, Xxxxxxxxxxx XX 00000-0000.
[X] 8. POLICY SURRENDER [return the policy (or complete section 3), and
also complete section 9]
In consideration for payment of the surrender value, the undersigned
releases all rights, title and interest in the policy(s). This includes any
agreements, provisions or riders relating to the policy. If the policy
number is below 3 500 000 and the right to change the beneficiary has been
reserved to the policyowner, the Company that issued the policy is
authorized to amend the policy(s) and make the proceeds payable to the
undersigned or the estate of the undersigned. Unless a later date is
requested below, surrender will be effective on the date this form, properly
signed, is received with the policy(s) at 0000 Xxxxx Xxxxxx, Xxxxxxxxxxx XX,
or at any other office designated by the Company.
Surrender the policy(s) effective________________ Unless exempt, any gain on
surrender is taxable and may
be reported to IRS.
Payee: [ ] Owner [ ] Other____________
[ ] Pay $____________ To Apply On__________________________________
-----------
[X] 9. WITHHOLDING ELECTION (The Tax Equity and Fiscal Responsibility Act
requires the following notice:)
The distributions you receive from this Company are subject to Federal
Income Tax withholding unless you elect not to have withholding apply.
Withholding will only apply to the portion of your income subject to
Federal Income Tax. There will be no withholding on the return of your
own nondeductible contributions to the contract.
If you elect no withholding or if you do not have enough withheld, you
may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax
payment are not sufficient.
If you elect withholding, receipt of your payment may be delayed by the
calculation required.
I have read the notice regarding Federal Income Tax withholding and:
[X] I do not want Federal Income [ ] Owner's Date of Birth______________
Tax withheld from my payment.
[ ] I want Federal Income tax [ ] Owner's Taxpayer I.D.#_____________
withheld from my payment. (Social Security Number)
IMPORTANT: IF THIS DISTRIBUTION IS FOR TAX-FREE ROLLOVER OR EXCHANGE, YOU
SHOULD NOT ELECT WITHHOLDING.
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SIGNATURES
For the purpose of this form, 'policy' also means 'contract'. The Company
that issued the policy(s) is authorized to change the policy(s) as
indicated above.
Each of the undersigned certifies that he or she is of legal age and that
the policy(s) is not assigned, pledged or subject to any bankruptcy
proceeding, attachment, lien or other claim, except as follows:
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INSURED DATE OWNER DATE
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CORPORATE PARTNERSHIP OR TRUSTEE OWNER ASSIGNEE
CELADON
BY:
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SIGNATURE(S) & TITLE(S) DATE SIGNATURE(S) & TITLE(S) DATE
BY:
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Signature Requirements Insured Owner Assignee If the Owner is:
1. Dividend Option Change x x* A corporation, include corporate name and title(s) of officer(s)
2. Agency Transfer x signing (generally must be other than insured).
3. Lost Policy Agreement x x x
4. Red Pd-Up/Ext Term x x* A trust, sign as Trustee, and include full name of trust, date of trust
5. APL Elect/Cancel x x* agreement and title(s) (if corporate trust) of officer(s) signing.
6. Withdraw/Apply Dividends x x*
7. Policy Surrender x x* If policy is assigned, include full name of assignee and title(s) (if
8. Withholding Election x x* corporate assignee) of officer(s) signing.
*If the policy is assigned, and the right being exercised is granted to
the assignee, only the assignee's signature is required.
---------------
[ ] Direct Any Correspondence regarding this transaction to:
[ ] Policyowner [ ] Insured Address__________________________________________________________________________
[ ] Agent __________________ Agent ID#___________Agency______________District Office__________________________
[ ] Other___________________ Address__________________________________________________________________________
Remarks:
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SERVICE REQUEST SUBMITTED BY DATE
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Call 0-000-000-0000 if you need assistance in completeing this form. Return
completed form to Massachusetts Mutual Life Insurance Company,
Client Services, 0000 Xxxxx Xxxxxx, Xxxxxxxxxxx XX 00000-0000.
