Exhibit 10cii
Endorsement Method
Split Dollar Agreement
THIS AGREEMENT, made as of this ____________ day of ____________ 1999 by and
between BECTON XXXXXXXXX AND COMPANY, a Corporation with its principal place of
business at FRANKLIN LAKES, NEW JERSEY, (hereinafter referred to as the
"Corporation"), and "EXECUTIVE" hereinafter referred to as the "Executive").
WHEREAS, the Executive is a valued employee of the Corporation and the
Corporation wishes to secure, for itself, the benefits of a continuing
association with the Executive; and
WHEREAS, the Executive is expected to perform his or her duties in a capable and
efficient manner, resulting in substantial growth and productivity to the
Corporation; and
WHEREAS, the experience of the Executive is such that assurance of his or her
continued services is essential to the future growth and profitability of the
Corporation.
Now, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
INSURANCE COVERAGE
1. The Corporation will enter into various contracts of insurance on the
life of the Executive which are listed on Exhibit A. ("Policies")
PREMIUM PAYMENTS
2. On or before the due date of each premium payment on the Policies, or
within the grace period provided therein, the Corporation shall pay the
full amount of the premium to the insurance company providing the insurance
coverage.
BENEFICIARY DESIGNATION
3. Contemporaneously with the execution of this Agreement, the Executive
has executed a Beneficiary Designation form setting forth the name or names
of the beneficiary or beneficiaries ("Beneficiary") entitled to receive
benefits hereunder. The Executive shall have the right, from time to time,
to change the Beneficiary by executing a Beneficiary Designation form and
submitting it to the Corporation.
DEATH BENEFITS
4. The Executive shall be entitled to the following as a Death Benefit:
a. In the event of the Executive's death prior to Retirement (as
defined in paragraph 5.), the Beneficiary shall receive from the
death proceeds an amount equal to two times the Executive's current
annual salary determined as of the most recent Plan Anniversary
Date, less fifty thousand dollars ($50,000).
b. In the event of the Executive's death after Retirement, the
Beneficiary shall receive from the death proceeds an amount equal to
two times salary, determined as of the Executive's date of
Retirement.
c. Notwithstanding anything herein to the contrary, if the Executive
commits suicide within two (2) years of the date of purchase of the
Policies, the Death Benefit, if any, to be received hereunder shall
not exceed the benefit provided under the applicable Policies.
All death proceeds of the Policies remaining after the payment of
Death Benefits to the Beneficiary shall be paid directly to the
Corporation.
RETIREMENT
5. Retirement shall mean the first day of the month in which the Executive
ceases employment with the Corporation and such termination is, under the
terms of the Corporation's Pension Plan (or its successor) either:
a. on or after the Executive's normal Retirement date with a normal or
late Retirement pension; or
b. on or after attaining age 55, with at least ten years of service.
PLAN ANNIVERSARY DATE
6. Plan Anniversary Date shall be every April 1, subsequent to the date
this Agreement is executed.
TERMINATION OF AGREEMENT
7. This Agreement shall terminate 30 days after the first to occur of the
following events; (a) upon the giving of prior written notice of
termination by either party to the other party to this Agreement, with or
without the consent of the other party; or (b) the date of the Executive's
termination of employment for any reason other than retirement. During such
30-day period prior to the termination of this Agreement, the Executive
shall have the right to purchase the Policies from the Corporation by
payment of the Corporate Interest in the Policies. The Corporate Interest
in the Policies shall be equal to the lesser of (a) the sum of all premiums
paid by Corporation less any policy loans, cash withdrawals, or refunds of
unearned premiums, or (b) the tabular cash value of the Policies at the end
of the period for which premiums have been paid plus the cash value of any
paid-up additions, if any. Upon receipt of the Corporate Interest in the
Policies, Corporation shall execute such documents as may be required by
the Insurer to transfer ownership of the Policies to Executive.
Notwithstanding the first sentence of this paragraph, this Agreement shall
terminate immediately upon receipt of the Corporate Interest in the
Policies and transfer of ownership of the Policies to Executive. In the
event of the termination of this Agreement under any circumstances whereby
Executive cannot, or does not, purchase the Policies, Executive agrees to
execute such documents as may be required by the Insurer to designate
Corporation as sole beneficiary of the Policies (and Executive shall have
no further right or interest in the Policies).
OWNERSHIP OF POLICY
8. The Corporation shall be the sole and absolute owner of the Policies,
and may exercise all ownership rights granted to the owner thereof by the
terms of the Policies, except as may be provided herein. In addition, the
Corporation shall keep possession of the Policies, but agrees, from time to
time, to make the Policies available to the Executive.
BORROWING
9. The Corporation shall not have the right to borrow the cash value of the
Policies without the consent of the Executive. In any event, amounts
borrowed from the cash value by the Corporation shall be limited to the
amount of premiums paid by the Corporation to date and, shall not reduce
the amount payable to the Beneficiary. The Corporation agrees to repay the
borrowed amounts to the extent required to ensure the full payment of the
Death Benefits to the Beneficiary.
STATUS OF AGREEMENT
10. The benefits payable under this Agreement shall be independent of, and
in addition to, any other employment agreement that may exist from time to
time between the parties hereto, or any other compensation payable by the
Corporation to the Executive, whether as salary, bonus or otherwise. This
Agreement shall not be deemed to constitute a contract of employment
between the parties hereto, nor shall any provision hereof restrict the
right of the Corporation to discharge the Executive, or restrict the right
of the Executive to terminate his employment.
RELOCATION AND AMENDMENT
11. This Agreement may be revoked or be amended in whole or in part by a
written agreement signed by both of the parties hereto.
CONSTRUCTION
12. This Agreement is a New Jersey contract and shall be construed and
enforced in accordance with the laws of the State of New Jersey.
FIDUCIARY
13. The person serving from time to time as the [Vice President, Personnel]
of the Corporation shall serve as the named Fiduciary and administrator
("Fiduciary") of the split-dollar arrangement established pursuant to this
Agreement. The Fiduciary shall have full power to administer this
Agreement, and the Fiduciary's actions with respect hereto shall be binding
and conclusive upon all persons for all purposes; subject to Item 14. The
fiduciary shall not be liable to any person for any action taken or omitted
in connection with its responsibilities, rights and duties under this
Agreement unless attributable to willful misconduct or lack of good faith.
CLAIMS PROCEDURE
14. Any controversy or claim arising out of or relating to this Agreement
shall be filed with the Fiduciary which shall make all determinations
concerning such claim. Any decision by the Fiduciary denying such claim
shall be in writing and shall be delivered to all parties in interest. Such
decision shall set forth the reasons for denial in plan language. Pertinent
provisions of the Agreement shall be cited and, where appropriate, an
explanation as to how the Executive or the beneficiary can perfect the
claim will be provided. This notice of denial of benefits will be provided
within 90 days of the Fiduciary's receipt of the Executive's claim for
benefits. If the Fiduciary fails to notify the Executive of the decision
regarding such claim, the claim shall be considered denied, and the
Executive shall then be permitted to proceed with his appeal as provided in
this Section.
An Executive who has been completely or partially denied a benefit shall be
entitled to appeal this denial of his claim by filing a written statement
of his position with the Fiduciary no later than sixty (60) days after
receipt of the written notification of such claim denial. The Fiduciary
shall schedule an opportunity for a full and fair review of the issue
within thirty (30) days of receipt of the appeal.
The decision on review shall set forth specific reasons for the decision,
and shall cite specific references to the pertinent Agreement provisions on
which the decision is based.
Following his review of any additional information submitted by the
Executive, either through the hearing process or otherwise, the Fiduciary
shall render a decision on his review of the denied claim in the following
manner:
(a) The Fiduciary shall make his decision regarding the merits of the
denied claim within 60 days following his receipt of the request for
review (or within 120 days after such receipt, in a case where there
are special circumstances requiring extension of time for reviewing
the appealed claim). He shall deliver the decision to the claimant in
writing. If an extension of time for reviewing the appealed claim is
required because of special circumstances, written notice of the
extension shall be furnished to the Executive prior to the
commencement of the extension. If the decision on review is not
furnished within the prescribed time, the claim shall be deemed denied
on review.
(b) The decision on review shall set forth specific reasons for the
decision, and shall cite specific references to the pertinent
Agreement provisions on which the decision is based.
IN WITNESS WHEREOF, the said Corporation has caused this Agreement to be signed
in its corporate name by its duly authorized officer, and properly attested to,
and the said Executive has hereunto set his hand, all as of the day and year
first above written.
ATTEST:
BECTON XXXXXXXXX AND COMPANY
By:
WITNESS:
"EXECUTIVE"
