1 EXHIBIT 10.27 MR. DEVLIN SPLIT DOLLAR AGREEMENT - II This Agreement, made on June 1, 1998, by and between Chemed Corporation ("the Corporation"), a Delaware corporation with offices at 2600 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202,...
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EXHIBIT 10.27 XX. XXXXXX
SPLIT DOLLAR AGREEMENT - II
This Agreement, made on June 1, 1998, by and between Chemed
Corporation ("the Corporation"), a Delaware corporation with offices at 2600
Chemed Center, 000 X. Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, and Xxxxx X. Xxxxxx
("the Trustee"), as Trustee of the Xxxxx X. Xxxxxx Irrevocable Trust Agreement
of March 31, 1997 ("the Trust").
1. PREMISES
1.1 This Agreement replaces that Split Dollar
Agreement of June 1, 1995 between Veratex
Corporation and Xxxxx X. Xxxxxx. Xxxxx X. Xxxxxx
is an employee of the Corporation and has created
the Trust. The Trustee wishes to insure the life
of Xx. Xxxxxx for the benefit and protection of
Xx. Xxxxxx'x family. The Corporation will help the
Trustee provide this insurance coverage by payment
of part of the premiums under a split dollar
arrangement, whereby the Trustee 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.
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2. APPLICATION FOR INSURANCE
2.1 The Trustee has applied to Phoenix Home Life
Mutual Insurance Company for an Executive Equity
Life Insurance Plan on the life of Xx. Xxxxxx for
$1,489,390 and for an additional Executive Equity
Life Insurance Plan on his life for $131,560
(collectively "Policy").
3. POLICY OWNERSHIP
3.1 The Trustee 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 greater of 80 percent of the
annual premium or the annual premium less the cost
(calculated by application of Internal Revenue
Service Table PS-58) of the portion of the
insurance which the beneficiary or beneficiaries
named by Xx. Xxxxxx or their
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transferee would be entitled to receive if Xx.
Xxxxxx 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, on
behalf of the Trustee, the remainder of the annual
premium. This payment will constitute compensation
to Xx. Xxxxxx in the form of a bonus and will be
considered paid by the Trustee for purposes of the
Assignment (as defined in Article 5).
4.3 These premium advances by the Corporation
shall apply specifically to annual premiums due
under the Policy up to Xx. Xxxxxx'x age of 65.
However, additional premium advances may be made
by mutual agreement of the parties.
5. ASSIGNMENT OF POLICY
5.1 The Trustee 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
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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 Option Term with the balance used
to purchase paid-up insurance.
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 Trustee shall have the sole and
exclusive right to surrender the Policy.
7.2 If the Policy is surrendered, the Trustee
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
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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 Xx. Xxxxxx the Corporation
shall have an 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 Trustee 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.
9.2 Prior to termination of this Agreement, the
Trustee shall direct the insurance company in
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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.
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.
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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 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
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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 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
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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.
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
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of Ohio.
Executed by the parties at Cincinnati, Ohio, as of ____________,
1998.
CHEMED CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Witness Signature, Corporate Title
By: /s/ Xxxxx X. Xxxxxx
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Witness Trustee
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