EXHIBIT 10.11
SPLIT-DOLLAR AGREEMENT
THIS AGREEMENT, made as of the 18th day of October, 1993, by and between THE
SAVINGS BANK OF ROCKVILLE, a Connecticut corporation (hereinafter referred to as
the "Employer"), and XXXXXX X. XXXXXX, XX. of Xxxxxx, Connecticut (hereinafter
referred to as the "Employee").
WITNESSETH THAT:
WHEREAS, the Employee is employed by the Employer; and
WHEREAS, the Employer is desirous of retaining the services of the Employee and
of assisting the Employee in paying for life insurance on his own life; and
WHEREAS, the Employer has determined that this assistance can be provided under
a split dollar life insurance arrangement; and
WHEREAS, the Employee has applied for, and is the owner of the insurance policy
or policies listed in Schedule A attached hereto, hereinafter referred to as the
"Policy"; and
WHEREAS, the Employer and the Employee agree to make the Policy subject to this
Agreement; and
WHEREAS, the Employee has assigned the Policy to the Employer as collateral for
amounts to be advanced by the Employer under this Agreement by an instrument of
assignment filed with the Insurer (hereinafter referred to as the
"Assignment");
NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, the Parties hereto hereby agree as follows:
1. The Parties hereto agree that the Policy shall be subject to the terms and
conditions of this Agreement and of the Assignment filed with the Insurer
relating to the Policy. The Employee 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 be otherwise provided
herein and in the Assignment.
2. Any dividend declared on the Policy shall be applied to purchase paid-up
additional insurance on the life of the Employee. The Parties hereto agree
that the dividend election provisions of the Policy shall conform to the
provisions hereof.
3. The premium for the Policy will be paid by the Employer during the
Employee's employment by the Employer and will be allocated between the
Employee and the Employer. The Employee's share of the premium (term
insurance allocation) shall be paid by the Employer as agent for the
Employee and shall be charged to the Employee as cash compensation, and
for all purposes, including the Assignment, shall be deemed cash
compensation and not Employer paid premium.
4. The Assignment shall not be terminated, altered or amended by the Employee
without the express written consent of the Employer, The Parties hereto
agree to take reasonable action to cause such Assignment to conform to the
provisions of this Agreement.
5. a. Except as otherwise provided herein, the Employee shall not sell,
assign, transfer, borrow against, surrender or cancel the Policy, change
the beneficiary designation provision thereof, or terminate the dividend
election thereof without, in any such case, the express
written consent of the Employer, Consent to change the beneficiary
designation shall not be unreasonably withheld.
b. The Employer shall not borrow against the Policy without the express
written consent of the Employee.
c. Upon the Employee's attainment of age sixty-five (65), the Employee
shall have the right to alter the dividend option and the right to take
any action with regard to the cash value of the policy in excess of the
collaterally assigned interest of the Employer.
6. a. Upon the death of the Employee, the Employer shall promptly take all
action necessary to obtain its share of the death benefit provided under
the Policy.
b. The Employer shall have the unqualified right to receive a portion of
such Death Benefit equal to the total amount of its share of the premiums
paid by it hereunder (hereinafter referred to as the "Net Premiums")
without interest. The balance of the death benefit provided under the
Policy, if any, shall be paid directly by the Insurer to the beneficiary
or beneficiaries and in the manner designated by the Employee. No amount
shall be paid from such death benefit to the beneficiary or beneficiaries
designated by the Employee until the Employer or Insurer acknowledges in
writing that the full amount due to the Employer hereunder has been paid.
The Parties hereto agree that the beneficiary designation provision of the
Policy shall conform to the provisions hereof.
7. The Employer shall not merge or consolidate into or with another
organization, or reorganize, or sell substantially all of its assets to
another organization, firm or person unless and until such succeeding or
continuing organization, firm or person agrees to assume and discharge the
obligations of the Employer under this Agreement. Upon the
occurrence of such event, the term "Employer" as used in this Agreement
shall be deemed to refer to such successor or survivor organization. The
obligations continuing hereunder shall require future payments of premiums
only if (a) Employee's employment continues with such organization, firm
or person or (b) an agreement or arrangement beyond this Agreement so
requires.
8. This Agreement shall terminate upon the Employee's death and the payment
of proceeds pursuant to Section 6 of this Agreement.
9. a. If the employee ceases to be employed by the employer for whatever
reason, the Employee has the right to continue to keep the Policy in force
either individually or through a subsequent Employer, subject to the
requirement that the Policy cash value not be reduced through loans,
premium payment options, or in any other manner below the amount needed to
repay the Employer the Net Premiums paid by it hereunder.
b. If the Employee continues to keep the Policy in force, termination of
this Agreement shall be pursuant to Section 8 of this Agreement.
c. If the Employee does not continue to keep the Policy in force, this
Agreement will terminate immediately and the Employer will be repaid an
amount equal to the lesser of Net Premiums paid by the Employer or the
cash surrender value as of the date of the Employee's termination of
Employment.
10. The Parties hereto agree that this Agreement shall take precedence over
any provisions of the Assignment. The Employer agrees not to exercise any
right possessed by it under the Assignment except in conformity with this
Agreement.
11. This Agreement may not be amended, altered or modified except by a written
instrument signed by both of the Parties hereto and may not be otherwise
terminated except as provided herein.
12. a. The split-dollar arrangement contemplated herein is an exempt welfare
plan under regulations promulgated under Title I of the Employee
Retirement Income Security Act of 1974 ("ERISA").
b. For purposes of ERISA, the Employer will be the "named fiduciary" and
"plan administrator" of the split-dollar arrangement contemplated herein,
and this Agreement is hereby designated as the written plan instrument.
c. The Employee or any beneficiary of his may file a request for benefits
with the plan administrator. If a claim request is wholly or partially
denied, the plan administrator will furnish to the claimant a notice of
its decision within ninety (90) days in writing, and in a manner to be
understood by the claimant, which notice will contain the following
information:
(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent plan provisions upon which the
denial is based;
(iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation
as to why such material or information is necessary.
(iv) an explanation of the plan's claim-review procedure describing
the steps to be taken by a claimant who wishes to submit his claim
for review.
d. A claimant or his authorized representative may, with respect to any
denied claim,
(i) request a review upon written application filed within sixty
(60) days after receipt by the claimant of written notice of the
denial of his claim;
(ii) review pertinent documents; and
(iii) submit issues and comments in writing.
Any request or submission will be in writing and will be directed to the plan
administrator. The plan administrator will have the sole responsibility for the
review of any denied claim and will take all appropriate steps in light of its
findings. The plan administrator will render a decision upon review of a denied
claim within sixty (60) days after receipt of a request for review. If special
circumstances warrant additional time, the decision will be rendered as soon as
possible, but not later than one hundred twenty (120) days after receipt of
request for review. Written notice of any such extension will be furnished to
the claimant prior to the commencement of the extension. The decision on review
will be in writing and will include specific reasons for the decision written in
a manner to be understood by the claimant, as well as the specific references of
the pertinent provisions of the plan on which the decision is based. If the
decision on review is not furnished to the claimant within the tune limits
described above, the claim will be deemed denied on review.
13. This Agreement shall be binding upon and inure to the benefit of the
Employer and its successors and assignees and the Employee and his
successors, assignees, heirs, executors, administrators and beneficiaries.
14. Except as may be preempted by ERISA, this Agreement, and the rights of the
Parties hereunder, shall be governed by and construed in accordance with,
the laws of the State of Connecticut.
IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its
officer thereunto duly authorized and the Employee has hereunto set his hand and
seal, all as of the day and year first above written.
THE SAVINGS BANK OF ROCKVILLE
By /s/ Xxxxxxx X. XxXxxx
-------------------------------
Xxxxxxx X. XxXxxx
Title: President
/s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------
Xxxxxx X. Xxxxxx, Xx.
SCHEDULE A
Insurance Carrier Policy No. Face Amount
------------------------------- ---------- -----------
Guardian Life Insurance Company 3745602 $ 123,950
