Exhibit 10 (H)
SPLIT-DOLLAR AGREEMENT
AGREEMENT made and entered as of the 7th day of July, 1995, by and between
VALLEY NATIONAL BANCORPORATION, a New Jersey corporation, with principal offices
and place of business in the State of New Jersey (the "Corporation"), VALLEY
NATIONAL BANK AS TRUSTEE UNDER THE XXXXXX X. XXXXXX AND XXXXX X. XXXXXX 1995
IRREVOCABLE TRUST AGREEMENT DATED JULY 7, 1995 (the "Trust"), XXXXXX X. XXXXXX,
an individual residing at 3 Stonehedge, Montville, New Jersey (the "Employee")
and XXXXX XXXXXX, HIS WIFE ("Xxx. Xxxxxx").
W I T N E S S E T H :
WHEREAS, the Employee is employed by the Corporation; and
WHEREAS, the Employee wishes to provide second to die life insurance
protection in the net amount of $1,000,000 for his estate in the event of the
death of Employee and his wife, which is described in Exhibit A attached hereto
and by this reference made a part hereof (the "Policy"), and which was issued by
The Guardian Life Insurance Company of America (the "Insurer"); and
WHEREAS, the Corporation is willing to pay the annual premiums due on the
Policy until it is fully paid, in return for a waiver by the Employee of his
coverage under the Corporation's group term policy, on the terms and conditions
hereinafter set forth; and
WHEREAS, the Policy was purchased by the Trust and the Trust is the owner
of the Policy and, as such, possesses all incidents of ownership in and to the
Policy; and
WHEREAS, the Corporation wishes to have the Policy collaterally assigned to
it by the Trust, in order to secure the repayment of the amounts which it will
pay toward the premiums on the Policy.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
contained herein, the parties hereto agree as follows:
1. Policy and Assignment. The Trust has purchased the Policy from the
Insurer in the initial total face amount of $1,300,000. The parties hereto have
taken all necessary action to cause the Insurer to issue the Policy, and shall
take any further action which may be necessary to cause the Policy to conform to
the provisions of this Agreement. The parties hereto agree that the Policy shall
be subject to the terms and conditions of this Agreement and of the collateral
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assignment filed with the Insurer relating to the Policy, a copy of which is
annexed hereto as Exhibit B (the "Assignment")"
2. Trust Is Owner of Policy. The Trust 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 otherwise be provided herein
and in the Assignment.
3. Obligations.
(a) Corporation's Payment Obligations. On or before the due date of each
Policy premium, or within the grace period provided therein, the Corporation
shall pay the entire premium due to the Insurer, and shall, upon request,
promptly furnish the Employee evidence of timely payment of such premium. The
Corporation shall annually furnish the Employee a statement of the amount of
income reportable by the Employee for federal and state income tax purposes, if
any, as a result of its payment of such sum. The obligation of the Corporation
to pay the Policy premiums shall cease at the earlier of (the "Payment Period")
(I) the death of both the Employee and Xxx. Xxxxxx, or (ii) the payment of
Policy premiums for a number of years, such that the Policy is fully paid (i.e.,
no further premiums are due thereunder to maintain a $1,000,000 death benefit),
the Corporation is repaid from the Policy all of the Policy premiums it paid
(without interest) and the Policy will pay a death benefit to the beneficiaries
of $1,000,000 (the "Fully Paid Period"). The Policy illustrations show the Fully
Paid Period to be eleven (11) years with a repayment to the Corporation in year
15. The parties recognize that the Fully Paid Period may be more or less than
that shown in the illustrations. All the Policy premiums paid by the Corporation
hereunder are referred to as the "Aggregate Policy Premiums". The Corporation
shall pay the Policy premiums hereunder, regardless of whether the Employee
continues to be employed by the Corporation, dies or the Corporation has any
other offset to the payment; provided, however, the Corporation may cease making
the payments if the Employee is terminated by the Corporation for "Cause", as
defined in the Change-in-Control Agreement (as hereafter defined in Section 11).
(b) Maintenance of Policy Until Repayment. The Trust, the Employee and
Xxx. Xxxxxx agree to maintain the Policy until the Corporation is repaid from
the Policy in full (without interest) the Aggregate Policy Premiums.
4. Collateral Assignment of Policy to Corporation. To secure the repayment
to the Corporation of the amounts payable to it hereunder, the Trust has,
contemporaneously herewith, assigned the Policy to the Corporation as
collateral, a copy of which is annexed hereto as Exhibit B. The parties hereto
agree to take all action necessary to cause the assignment to conform to the
provisions of this Agreement and the forms used by the Insurer.
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5. Rights of Parties in Policy.
(a) Except as otherwise provided herein, the Trust may not sell, assign,
transfer, borrow against, surrender, cancel or dispose of the Policy, nor make
any election in respect thereof, without the express written consent of the
Corporation, and any such act shall be deemed to be null and void.
(b) The Employee and Xxx. Xxxxxx have exercised the right to absolutely
and irrevocably give to the Trust all of their right, title and interest in and
to the Policy, subject to the Assignment. The Corporation shall treat the Trust
as the sole owner of all of the Employee's right, title and interest in and to
the Policy, subject to this Agreement and the Corporation's rights under the
Assignment. The Employee and Xxx. Xxxxxx have no right, title or interest in and
to the Policy, all such rights being vested in and exercisable only by the
Trust. The Trust shall have no further right to give or otherwise transfer any
interest in the Policy.
(c) During the term of this Agreement, except as expressly provided
herein, the Corporation agrees that it shall not be entitled either to withdraw
any of the cash surrender value ("Cash Value") from the Policy, or borrow such
funds, using the Policy as security therefor.
6. Death Benefits.
(a) Collection of Death Benefits. Upon the death of the Employee and
Xxx. Xxxxxx, the Corporation shall promptly take all action necessary to obtain
the death benefit (the "Death Benefit") provided under the Policy.
(b) Repayment to the Corporation from Death Benefits. The Corporation
shall be entitled to receive that amount of the Death Benefit equal to (the
"corporation Death Benefit Amount') the greater of (I) the excess of the Death
Benefit over $1,000,000, or (ii) the Aggregate Policy Premiums (without
interest). The balance of the Death Benefit, if any, shall be paid directly to
the beneficiary or beneficiaries ("Beneficiary") in the manner and in the amount
or amounts provided in the beneficiary designation provision of the Policy. In
no event shall the amount payable to the Corporation exceed the Death Benefit.
No amount shall be paid from the Death Benefit to the Beneficiary until the
Corporation has been paid the Corporation Death Benefit Amount. The parties
hereto agree that the beneficiary designation provision of the Policy shall
conform to the provisions hereof.
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7. Termination. This agreement shall terminate upon the earliest of The
following event:
(a) Repayment to the Corporation from the Policy of the Aggregate Policy
Premiums at the end of the Fully Paid Period from the Cash Value, or paid up
Policy additions or a Policy loan or otherwise; or
(b) Repayment to the Corporation of the Corporation Death Benefit Amount
from the Death Benefit; or
(c) Mutual agreement of the Trust and the Corporation, with the consent
of the Employee (or Xxx. Xxxxxx if the Employee has died).
8. Repayment to Corporation at End of Fully Paid Period. If the Policy
continues without the payment of the Death Benefit through the Fully Paid
Period, the Corporation shall be entitled to be repaid from the Policy as soon
as possible upon the occurrence of a Fully Paid Period, the Aggregate Policy
Premiums by means of the surrender of a portion of the Cash Value or paid-up
Policy additions or a Policy loan or otherwise. The parties hereto agree to
cause the Corporation to be repaid as soon as possible after the Fully Paid
Period.
9. Insurer Rights. The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Death Benefit to the Beneficiary,
subject to the terms and conditions of the Policy. In no event shall the Insurer
be considered a party of this Agreement, or any modification or amendment
hereof. No provision of this Agreement, or of any modification or amendment
hereof, shall in any way be construed as enlarging, changing, varying, or in any
other way affecting the obligations of the Insurer as expressly provided in the
Policy, except insofar as the provisions hereof are made a part of the Policy by
the Collateral Assignment executed by the Employee and filed with the Insurer in
connection herewith.
10. Procedures.
(a) Valley National Bank is hereby designated the "Named Fiduciary"
under this Agreement.
(b) The Named Fiduciary shall control and manage the Policy. Such
responsibilities may be allocated to other persons, named in a written
instrument spelling out to whom and which responsibilities have been delegated.
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The following claims procedure are available for this Policy:
(1) Claims Procedure. The Trust or the Beneficiary and Corporation
shall make claim and execute such forms as required under the Policy and to be
sent to the Insurer as required under the Policy. Should the Insurer deny the
claim, the parties may request the Insurer to review the decision under the
Insurer's standard review procedures.
(2) Notification and Content of Decision. Notice of the decision to
deny the claim in whole or in part shall be furnished to the claimant by the
Insurer within a reasonable period of time after the claim has been filed.
The notification shall set forth the reason for the denial, reference
to the pertinent part of the policy or plan provisions on which the denial is
based. The Claimant may request a description of information necessary to
perfect the claim and an explanation of claim review procedures.
(3) Review Procedure. There is no independent review procedure. The
purpose of the review procedure set forth herein is to provide a means to
contest a claim denial under the terms of the Policy. The Corporation, Trust or
the Beneficiary may:
(A) Request a review upon written application to the Insurer;
(B) Request a description of information necessary to perfect the
claim; and
(C) May submit issues and comments in writing.
11. Employee Waiver of Other Insurance Rights. Subject to the terms hereof,
the Employee hereby waives any and all rights Employee has to have the
Corporation (or its subsidiaries) provide life insurance on the life of the
Employee during his employment with the Corporation (or its subsidiaries) or
thereafter, and any successor in interest to the Corporation, including, but not
limited to, any rights under a policy or employment manual, under the
Change-in-Control Agreement (the "Change-in-Control Agreement") between the
Corporation and the Employee dated January 1, 1995 (and any amendment or
supplement thereto) under the Severance Agreement (the "Severance Agreement"),
dated August 17, 1994, between the Corporation and the Employee and any other
claims arising out of such agreements due to the lack of such group life
insurance.
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12. Taxes. The Employee recognizes that he or the Trust may be required to
pay federal, state and local income taxes on the value of the benefits conveyed
to him or the Trust hereunder, and the Corporation is not liable to the Employee
or the Trust for such taxes.
13. Trust Agreement. The Corporation has agreed to cause its attorneys to
draft a trust agreement to create the Trust to which the Employee has
transferred the Policy, the preparation of the Trust to be at the cost and
expense of the Corporation. The Employee hereby assigns its rights to have the
Corporation pay the premiums on the Policy to the Trust.
14. Entire Agreement; Amendments. This Agreement and the Assignment
constitutes the entire agreement of the parties with respect to the matters
covered hereby and revokes any prior agreements or understandings whether oral
or written, with respect to the matters covered hereby. This Agreement may not
be amended, altered or modified, except by a written instrument signed by the
Trust, the Corporation and the Employee (except after the death of the Employee,
the consent of Xxx. Xxxxxx is required), or their respective successors or
assigns, and may not be otherwise terminated except as provided herein.
15. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Corporation and its successors and assigns, and the
Employee, his successors, assigns, heirs, executors, administrators and
beneficiaries.
16. Notices. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as shown on the
records of the Corporation. The date of such mailing shall be deemed the date of
notice, consent or demand.
17. Governing Law. This Agreement, and the rights of the parties hereunder,
shall be governed by d construed in accordance with the laws of the State of New
Jersey.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, as of the day and year first above written.
VALLEY NATIONAL BANCORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. XxXxxxx, Chairman
Compensation Committee
VALLEY NATIONAL BANK, AS TRUSTEE UNDER THE XXXXXX X.
XXXXXX AND XXXXX X. XXXXXX 1995 IRREVOCABLE TRUST
AGREEMENT DATED JULY 7, 1995
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
