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EXHIBIT 10.6
WEST POINTE BANK AND TRUST COMPANY
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into this 29th day of December,
2000, by and between WEST POINTE BANK AND TRUST COMPANY, a state-chartered
commercial bank located in Belleville, Illinois (the "Company"), and XXXXX X.
XXXXXXXX (the "Executive"). This Agreement shall append the Split Dollar
Endorsement entered into on even date herewith or as subsequently amended, by
and between the aforementioned parties.
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company 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 "Change of Control" means:
(a) The consummation by the Company of a merger, consolidation
or other reorganization if the percentage of the voting common stock
of the surviving or resulting entity held or received by all persons
who were owners of common stock of the Company immediately prior to
such merger, consolidation or reorganization is less than 50.1% of the
total voting common stock of the surviving or resulting entity
outstanding immediately after such merger, consolidation or
reorganization and after giving effect to any additional issuance of
voting common stock contemplated by the plan for such merger,
consolidation or reorganization;
(b) At any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the Board
of Directors of the Company shall cease for any reason to constitute
at least a majority thereof, unless the election or the nomination for
election by the Company's shareholders of each new director during
such two year period was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning
of such two year period;
(c) The sale, lease, exchange or other transfer of all or
substantially all of the assets (in one transaction or in a series of
related transactions) of the Company to another corporation or entity
that is not owned, directly or indirectly, by the Company.
"Substantially all" shall mean a sale, lease, exchange, or other
transfer involving seventy percent (70%) or more of the fair market
value of the Company's assets; or
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(d) The shareholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company.
1.2 "Insurers" means Clarica Life Insurance Company-US, Great-West Life
& Annuity Insurance Company and Jefferson-Pilot Life Insurance Company.
1.3 "Policies" means policy number 623188 issued by Clarica; policy
number 86001075 issued by Great-West and policy number JP5063551 issued by
Jefferson-Pilot.
1.4 "Insured" means the Executive.
1.5 "Normal Retirement Age" 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.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policies
and shall have the right to exercise all incidents of ownership. The Company
shall be the beneficiary of the death proceeds of the Policies remaining after
the Executive's interest has been paid pursuant to Section 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of death proceeds based on the following schedule,
approximately one-third of this amount coming from each of the Policies:
DATE OF DEATH AMOUNT OF DEATH PROCEEDS
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Inception to 12-31-2001 $1,000,000
1-1-2002 to 12-31-2002 950,000
1-1-2003 to 12-31-2003 900,000
1-1-2004 to 12-31-2004 850,000
1-1-2005 to 12-31-2005 800,000
1-1-2006 to 12-31-2006 750,000
1-1-2007 to 12-31-2007 700,000
1-1-2008 to 12-31-2008 650,000
1-1-2009 to 12-31-2009 600,000
1-1-2010 to 12-31-2010 550,000
1-1-2011 and beyond 500,000
The Executive shall also have the right to elect and change settlement options
that may be permitted. Provided, however, the Executive, the Executive's
transferee or the Executive's beneficiary shall have no rights or interests in
the Policies with respect to that
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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. The Company shall not sell, surrender, reduce
the death proceeds or transfer ownership of any of the Policies while this
Agreement is in effect without first giving the Executive or Executive's
transferee the option to purchase any of the Policies for a period of 60 days
from written notice of such intention. The purchase price shall be an amount
equal to the cash surrender value of the Policy. This provision shall not impair
the right of the Company to terminate this Agreement.
2.4 Comparable Coverage. Upon Termination of Employment after the
Executive's Normal Retirement Age or after a Change of Control, the Company
shall maintain the Policies in full force and effect and in no event shall the
Company amend, terminate or otherwise abrogate the Executive's interest in the
Policies, unless the Company replaces the Policies with a comparable insurance
policy to cover the proportional benefit provided under this Agreement and
executes a new Split Dollar Endorsement for said comparable insurance policy.
The Policies or any comparable policies shall be subject to the claims of the
Company's creditors.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the
Policies.
3.2 Imputed Income. The Company shall impute income 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 Executive may assign without consideration all interests in the
Policies and in this Agreement to any person, entity or trust. In the event the
Executive transfers all of the Executive's interest in the Policies, then all of
the Executive's interest in the Policies and in the Agreement shall be vested in
the Executive's transferee, who shall be substituted as a party hereunder and
the Executive shall have no further interest in the Policies or in this
Agreement.
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ARTICLE 5
INSURER
The Insurers shall be bound only by the terms of their Policy. Any
payments the Insurers make or actions they take in accordance with their Policy
shall fully discharge them 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
CLAIMS PROCEDURE
6.1 Claims Procedure. The Company shall notify any person or entity
that makes a claim 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.
6.2 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 sixty-day period, stating
specifically the basis of its decision, written in a manner 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-day period at the
election of the Company, but notice of this deferral shall be given to the
Claimant.
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ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive. However, unless otherwise agreed to by
the Company and the Executive, this Agreement will automatically terminate upon
the Executive's Termination of Employment (other than in connection with a
Change of Control) prior to Normal Retirement Age.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 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.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Illinois, except
to the extent preempted by the laws of the United States of America.
8.4 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.
8.5 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.
8.6 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:
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(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under this 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.
EXECUTIVE WEST POINTE BANK AND TRUST
COMPANY
/s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Bone
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Xxxxx X. Xxxxxxxx Title Senior Vice President and
Chief Financial Officer
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