Exhibit 10.45
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
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AGREEMENT, dated as of this day of , 200 , by and between
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(the "Employee") and LANDAMERICA FINANCIAL GROUP, INC., a
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Virginia corporation (the "Employer").
Recitals
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The Employee is a valued employee of the Employer and the Employer desires
to retain the Employee in its employment. Therefore, to induce his continued
employment, the Employer desires to assist the Employee with his personal life
insurance through this split-dollar life insurance program. The Employee agrees
to participate in this program to the extent hereafter provided.
NOW, THEREFORE, in consideration of the foregoing, the Employee and the
Employer agree as follows:
1. The Policy. The life insurance policy (the "Policy") covered by this
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Agreement is:
Company Policy Number Face Amount
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Northwestern Mutual Life
Insurance Company
which shall be issued on the life of the Employee. The Employee shall be the
sole owner of the Policy, subject to the Employer's interest in the Policy, as
set forth herein, and may name the beneficiary thereof subject to the provisions
of this Agreement.
2. Payment of Premium. Subject to the qualification set forth in the
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immediately following sentence, the Employee will pay that portion of the annual
premium due on the Policy that is equal to the lesser of (a) the value of the
entire economic benefit (including any economic benefit attributable to the use
of Policy dividends) that would be taxable to the Employee but for such payment,
or (b) the amount of the premium due on the Policy. The Employer will pay the
remainder of the premium. However, notwithstanding the above, if the Employee is
rated for health reasons by the insurer, then the Employee shall be obligated to
pay that portion of the premium in excess of a Table II rating. The value of the
economic benefit to the Employee shall be calculated by using the lower of the
P.S. 58 rates or the insurer's term rates in accordance with Rev. Ruls. 64-328,
1964-2 CB 11, and 66-110, 1966-1 CB 12, or their successors, as in effect on the
effective date of this Agreement. Any premium or portion thereof which is
payable by the Employee by this Section 2 may at the election of the Employee be
deducted from the cash compensation otherwise payable to him. The Employer
agrees to transmit that premium or portion, along with any premium or portion
thereof payable by it, to the insurer on or before the premium due date.
3. Dividends. Dividends credited to the policy shall be applied to purchase
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paid-up additional insurance protection.
4. Employer's Interest in Policy. In the case of the Employee's death while
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this Agreement is in effect, the Employer's interest in the Policy (the
"Employer's Interest in the Policy") shall be equal to the total premiums
theretofore paid on the Policy by the Employer, reduced by any loans made or
charged against the Policy by the Employer. In all cases other than the
Employee's death: (a) during the first ten years following the date of this
Agreement, the Employer's Interest in the Policy shall be equal to the greater
of (i) the cash surrender value of the Policy at the time such amount is to be
determined, or (ii) the total premiums theretofore paid on the Policy by the
Employer, reduced by any loans made or charged against the Policy by the
Employer; or (b) after the expiration of ten years from the date of this
Agreement, the Employer's Interest in the Policy shall be equal to the lesser of
(i) the cash surrender value of the Policy at the time such amount is to be
determined, or (ii) the total premiums theretofore paid on the Policy by the
Employer, reduced by any loans made or charged against the Policy by the
Employer. For purposes of this Agreement, and by way of example, the Employer's
Interest in the Policy shall be determined in a manner consistent with the
schedule attached hereto as Exhibit A, which schedule has been relied upon by
the Employer and Employee in adopting this plan. The Employer and the Employee
understand and agree that the results illustrated in the attached schedule are
not guaranteed.
5. Collateral Assignment. The Employee shall execute, contemporaneously
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herewith, the Collateral Assignment of the Policy to the Employer attached
hereto as Exhibit B (the "Collateral Assignment") to recognize the Employer's
Interest in the Policy.
6. Transfer of Policy. In the event the Employee has transferred or shall
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transfer all of his interest in the Policy (other than the rights assigned to
the Employer pursuant to this Agreement and the Collateral Assignment), then all
of the Employee's interest in the Policy and this Agreement shall be vested in
the transferee, but the Employee's obligations hereunder shall continue.
7. Rights to Proceeds at Death. In the event that the Policy becomes a
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claim by reason of the Employee's death during the term hereof, the Employer
will be entitled to receive from the proceeds of the Policy an amount equal to
the total premiums theretofore paid on the Policy by the Employer, reduced by
any loans made or charged against the Policy by the Employer. The balance, if
any, of the proceeds of the Policy shall be paid by the insurer to the
beneficiary designated in the Policy by the Employee.
8. Surrender of Policy. The Employee shall have the right to surrender or
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cancel the Policy during the term of this Agreement but only with the prior
written consent of the Employer. Upon surrender or cancellation, the Employer
will be entitled to receive at such time an amount equal to the Employer's
Interest in the Policy. The excess, if any, of any proceeds due from the insurer
upon the surrender or cancellation of the Policy shall be paid by the insurer to
the Employee or his transferee.
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9. Termination of Agreement.
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(a) This Agreement may be voluntarily terminated by either party
hereto, with or without the consent of the other party, by giving notice in
writing to the other party; provided, however, that: (i) if the Employee becomes
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disabled, as that term is defined in the Long-Term Disability Plan maintained by
the Employer for its employees, this Agreement shall continue in effect as if
the Employee had continued in the Employer's employment until the later of the
date the Employee would otherwise have retired from the Employer's employment,
but for the disability, or such time as there is sufficient cash value in the
Policy for the Employer to recover the Employer's Interest in the Policy, at
which time this Agreement shall terminate automatically, or (ii) if the Employee
should retire from the Employer's employment after the Employee has attained the
age of 55 but before the age of normal retirement and does not, during the
continuation of this Agreement after such retirement, directly or indirectly,
engage in or become interested in (as owner, partner, shareholder, employee,
director, officer, consultant or otherwise), whether with or without
compensation, any business which is in competition with any of the lines of
business actually being conducted by the Employer during the term that the
Employee was employed by the Employer or on the date of his retirement, this
Agreement shall continue in effect as if the Employee had continued in the
Employer's employment until the later of the date the Employee would otherwise
have normally retired from the Employer's employment, but for his early
retirement, or such time as there is sufficient cash value in the Policy for the
Employer to recover the Employer's Interest in the Policy, at which time this
Agreement shall terminate automatically. This Agreement shall be terminated
immediately if the Employee's employment with the Employer is terminated for any
reason other than the Employee's death, early retirement or disability. Any
termination of this Agreement, other than due to the Employee's death, shall be
subject to the provisions of subsections 9(b) and (c) hereof.
(b) In the event of termination of this Agreement, other than for
death, the Employee shall have the right, but not the obligation, to obtain the
release of the Collateral Assignment by paying to the Employer an amount equal
to Employer's Interest in the Policy at such time. Such payment shall be made
within 60 days of the date of termination and, upon receipt of such payment, the
Employer shall release the Collateral Assignment.
(c) If the Employee elects not to pay to the Employer the amount
required under subsection 9(b) hereof within 60 days of the date of the
termination of this Agreement, the Employee shall execute any and all
instruments that may be necessary or advisable in the Employer's discretion to
vest ownership of the Policy in the Employer. Thereafter, the Employee shall
have no further interest in the Policy.
10. Obligations of Insurer under Agreement. The insurer shall be bound only
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by the provisions of, and endorsements on, the Policy, and any payments made or
action taken by it in accordance therewith shall fully discharge it from all
claims, suits and demands of all persons whatsoever. It shall in no way be bound
by or deemed to have notice of the provisions of this Agreement.
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11. ERISA Provisions: The following provisions are part of this Agreement
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and are intended to meet the requirements of the Employee Retirement Income
Security Act of 1974:
(a) The named fiduciary: The Employer.
(b) The funding policy under this Plan is that all premiums on the
Policy be remitted to the Insurer when due.
(c) 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.
(d) For claims procedure purposes, the "Claims Manager" shall be the
Employer's Director of Human Resources, or equivalent position.
(1) If for any reason a claim for benefits under this Plan is
denied by the Employer, the Claims Manager shall deliver to the claimant (either
the Employee or, in the case of his or her death, the Beneficiary) 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:
(A) The claimant's claim shall be deemed filed when
presented orally or in writing to the Claims Manager.
(B) The Claims Manager's explanation shall be in writing
delivered to the claimant within 90 days of the date the claim is filed.
(2) The claimant shall have 60 days following his 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 representative may submit
pertinent documents and written issues and comments.
(3) The Claims Manager shall decide the issue on review and
furnish the claimant with a copy of the decision within 60 days of receipt of
the claimant's request for review of his 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 claim shall be deemed denied on review.
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12. Miscellaneous.
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(a) This Agreement shall bind the Employer, its successors and
assigns, the Employee, his or her transferee and any Policy beneficiary.
(b) This Agreement shall not be construed as a contract of employment
between the Employer and the Employee, nor shall it be construed as creating any
obligation for continued employment of the Employee by the Employer.
(c) Where appropriate in this Agreement: (i) words used in the
singular shall include the plural and words used in the masculine shall include
the feminine and vice versa, and (ii) the word "Employee" shall include his
transferee, subowner, subowner's assigns or Policy beneficiary as the case may
be. The headings and subheadings are for convenience only and have no effect on
the construction of this Agreement.
(d) This Agreement may be altered, amended or modified by written
agreement signed by the Employer and the Employee, or his or her transferee. The
laws of the Commonwealth of Virginia shall govern this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in more
than one counterpart, each of which is an original.
LANDAMERICA FINANCIAL GROUP, INC.
By:
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Xxxx X. Xxxxxx, Executive Vice-President
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LANDAMERICA FINANCIAL GROUP, INC.
Schedule to Split-Dollar Life Insurance Agreement
Name Date of Agreement Policy Amount
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Xxxxxxxx X. Xxxxxxxx, Xx. July 31, 2000 $1,256,154
Xxxxx X. Xxxxxxx January 21, 2002 942,530
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