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SPLIT DOLLAR AGREEMENT
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This agreement made and entered into at Columbus, Ohio, this eleventh
day of September 1997, by and between PH Group Inc., a for-profit corporation,
having its principal office at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxxx 00000
(hereinafter called "Corporation") and an employee of said corporation, residing
at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxx 00000 (hereinafter called "Insured").
WHEREAS, Xxxxxxx X. Xxxxxxx has been employed by the Corporation and
renders valuable and vital services to and for the benefit of the Corporation:
and
WHEREAS, the Corporation desires to maintain and continue harmonious
relations with said Employee in order to retain the services of said Employee:
and
WHEREAS, the Corporation is willing to pay a portion of the premiums
for the mutual benefit of the parties hereto, for investments in life insurance
on the life of said Employee so as to provide life insurance protection.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. This agreement shall be funded by a Flexible Premium Variable
Life Insurance policy. When issued, such policy shall be
identified and be made part of this agreement by inserting in
Schedule A, attached hereto, the policy number and specified
amount. Additional life coverage on the Insured may be made
subject to the terms of this agreement by an inc- xxxxx in the
coverage (as permitted by the terms) of the life policy and by
including any such increase in coverage in Schedule A. Other
insurance policies on the life of said Insured may be made
subject to the terms of this agreement by including them on
Schedule A.
2. Said Owner shall be designated Owner of the policy and may
exercise ownership rights permitted to such Owner by the terms
of such policy, except that said policy shall be collaterally
assigned to the Corporation. The policy shall be subject to
said collateral assignment.
3. Said Employee shall have all powers or rights in and/or
affecting the aforesaid life insurance policy subject to the
aforesaid collateral assignment provided the collateral
assignment has not been released by the Corporation.
4. Payment of Premiums. The following provisions shall govern the
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payment of premiums with respect to the policy:
a) Corporate Payment of Premiums. On or before
the due date of each policy premium, or
within any grace period, corporate shall (i)
pay the full amount of the premium to the
insurer AND (ii) promptly furnish evidence
to the Employee of its timely payment of
such premium.
(b) Employee Reimbursement of Computed Economic
Benefit. Employee shall reimburse the
Corporation for a portion of each premium
paid by the corporation. The amount of such
reimbursement shall equal the economic
benefit attributed to the life insurance
protection, on the Employee's life, that is
provided under this Agreement. The value of
such economic benefit shall be calculated
using the lesser of (i) the rates known as
"P.S. 58" rates or (ii) the insurer's
published premium rates for an individual
one-year term life insurance policy
available to all standard risks-in either
case, based in the Employee's age at the due
date of the premium payment.
5. In the event that the policy shall mature as a death
claim while this agreement remains in force, the
Corporation shall be entitled to claim from the
proceeds payable hereunder the sum total of all of
its contributions towards the premium payments then
outstanding. Said payment shall be considered a
return of capital to the Corporation and a
termination of this agreement. The balance of such
proceeds shall be paid to the beneficiary or
beneficiaries designated by the Employee in the
manner and in the amount provided under the terms of
said policy and any subsequent beneficiary
designation. "Premium Payment Then Outstanding," as
used in the agreement, means the aggregate amount of
payments advanced by employer in payment of premiums
as provided above, less any amounts received by
employer under the policy or from insured in
reimbursement of such payments.
6. This agreement shall be terminated upon the happening
of any of the following events:
(a) By mutual consent of the parties hereto.
(b) By termination, other than retirement, of
the Insured's employment with the said
Corporation.
(c) In the event this agreement is terminated
under this Paragraph 6, the Corporation
shall be entitled to a sum equal to the
total sum of the Corporation's contributions
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toward premium payments then outstanding in
said policy. Upon such payment, the
corporation shall deliver to the Owner the
assignment pertinent to each policy. The
terms of said payments are as follows:
i) A lump sum payment by said Owner of
the entire sum within thirty (30)
days after the termination of this
agreement. If said payment is to be
made by either a loan or withdrawal
of existing policy cash values, the
30-day payment period applies only
if the insurance company is solvent
and not in any form of
rehabilitation. Should the
availability of cash value from the
policy be unavailable, for any
reason, the Owner's payment period
to said corporation will be extended
until such time as the insurance
company can and will release the
existing policy cash values, or
ii) Installment payment of the premium
payments then outstanding plus
interest of the rate of 8% per
annum. Said payments shall be paid
in equal monthly installments within
two (2) years after the termination
date of this agreement. Said
payments shall be evidenced by a
series of promissory notes in like
amounts.
iii) Said owner shall have five (5) days
after the termination of this
agreement to elect the method of
payment and shall notify the
corporation thereof. If no election
is made by said Owner, the full
purchase price shall become due and
payable at the option of said
Corporation within thirty(30) days
after notice is given to said Owner
by the Corporation in accordance
with the notice requirements set
forth at Paragraph 10 of this
agreement. In the event the amount
due the Corporation is not paid, the
Corporation as assignee, shall be
entitled to exercise and all rights
given to it by the assignment.
7. The parties hereto agree that any insurance company
funding this agreement shall be fully discharged as
to any policy issued by it by the payment of the
death benefit thereunder to the beneficiaries named
in the insurance policy, subject to the terms and
condition of such policy. In no event shall any such
insurance company be considered a party to this
agreement nor to any modifications or amendments
thereof or any agreement
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supplementary thereto. Nothing in this agreement nor
in any modifications, amendments or supplements
hereto shall in any way affect the obligations of
said insurance company as expressly provided by the
policy (or policies) of insurance issued by it or the
collateral assignment pertaining to each policy. It
is further agreed that the insurance company, acting
in good faith, may rely on the statement of the
Corporation of any amount due the Corporation under
the collateral assignment and this agreement.
8. This agreement may not be amended or modified except
by a written instrument signed by the parties or
their successors in interest hereto.
9. This agreement shall be binding upon the parties
hereto and their successors, assigns executor or
administrators and beneficiaries.
10. All notices required by this agreement are to be in
writing and sent be certified or registered mail to
the addresses above stated.
11. This agreement shall be subject to and interpreted
according to the laws of the state of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written.
ATTEST:
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Secretary Chairman
WITNESS:
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Employee
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SCHEDULE A
INSURANCE POLICIES
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INSURANCE CARRIER POLICY NUMBER FACE AMOUNT TYPE OF POLICY
Pacific Mutual VP6051182-0 $425,000 Flexible Premium
Variable Life
