Exhibit 10(w)
AMENDED SPLIT DOLLAR AGREEMENT
This agreement made this 26th day of August 1993, by and between South Boston
Savings Bank (the "Corporation"); and Xxxxxx X. Xxxxxxxx (the "Employee");
WITNESSETH:
WHEREAS, the Employee is a valuable and experienced employee of the Corporation,
and
WHEREAS, the parties desire to established a split-dollar life insurance plan in
order to provide insurance protection and related benefits for the benefit of
the Employee.
NOW THEREFORE, in consideration of the services heretofore rendered and to be
rendered by the Employee and of the mutual covenants contained herein, the
parties hereby agree as follows:
1. PURCHASE OF POLICY. Guardian Life Insurance Company, New York, NY, (the
"Insurer") has issued a life insurance policy on the life of the Employee in the
face amount of $100,000 (the "Policy").
2. OWNERSHIP OF THE POLICY. The Employee shall be the owner of the Policy and
may exercise all rights of ownership with respect to the Policy except as
otherwise hereinafter provided; notwithstanding the foregoing, the Employee
shall be permitted to borrow from the Policy only to the extent that the cash
value of the Policy exceeds the amount payable to the Corporation under
subparagraph (b) of paragraph 5 thereof.
3. PAYMENT OF PREMIUMS ON POLICY. The Corporation agrees to remit to the Insurer
the excess, if any, of the gross premium over the employee's payment. The
employee's payment is defined as an amount that has been determined in such a
way so as to reduce the employee's taxable income from the policy to zero.
4. COLLATERAL ASSIGNMENT FOR BENEFIT OF CORPORATION. The Employee has executed
and caused to be filed with the Insurer a collateral assignment of the Policy to
the Corporation as security for the payment of premiums paid by the Corporation.
5. DISPOSITION OF POLICY PROCEEDS. Notwithstanding any beneficiary designation
made on the Policy, the Corporation shall be entitled to the following amounts
from the Policy:
(a) Death of Employee--At the Employee's death the Corporation shall be entitled
to an amount equal to the total premiums paid by the Corporation to the Insurer,
Less any indebtedness of the Corporation to the Insurer on the Policy.
(b) Termination of Agreement--In the event of the termination of this Agreement,
the Corporation shall be entitled to receive an amount equal to the total
premiums pay be it on the Policy as of the date of the termination of the
Agreement, less any indebtedness of the Corporation to the Insurer on the
Policy.
(c) Should the event described in subparagraph (b) above occur prior to the cash
surrender value of the Policy being equal to or greater than the total amount of
the premiums paid by the Corporation to the Insurer, the Employee shall have no
obligation to pay the Corporation the difference.
6. TERMINATION OF AGREEMENT. The Agreement shall terminate on the occurrence of
any of the following events:
(a) Written notice given by the Employee to the Corporation;
(b) The termination of the Employee's services with the Corporation, voluntarily
by the Employee, other than because of retirement after age 55 or disability (as
defined below), or involuntarily "for Cause". "Termination for Cause" shall be
defined in any employment agreement between the Employee and the Corporation or,
in the absence of such an agreement, shall mean the Employee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform material stated duties, or
willful violation of any criminal law (other than traffic violations or similar
offenses) or of any final cease-and-desist order. In determining incompetence,
the acts or omissions shall be measured against standards generally prevailing
in the savings bank industry in Massachusetts. The Employee's services will be
considered to have terminated because of disability if the Employee qualifies
for benefits under the long-term disability plan sponsored by the Corporation or
the Bank that is applicable to the Employee at the time the Employee's services
terminate, or
(c) The later of the Employee's attainment of age 65 or the termination of the
Employee's employment.
7. DISPOSITION OF POLICY ON TERMINATION OF AGREEMENT. If this Agreement is
terminated under any subsection of paragraph Six, the Employee shall have 30
days from the date of the event causing such termination in which to pay the
Corporation an amount equal to that which is payable to the Corporation under
subparagraph (b) of paragraph Five hereof. Upon payment of such amount to the
Corporation the collateral assignment described under paragraph Four of this
Agreement shall be terminated and the Employee shall be entitled to receive from
the Corporation a release thereof. In the event the Employee does not pay the
Corporation the amount that is due the Corporation upon termination of the
Agreement within 30 days, as stated above, the Corporation may elect to keep the
Policy in force and the Employee shall transfer the ownership of the Policy to
the Corporation, upon written request.
8. INCLUDABLE INCOME. The Employee shall be responsible for all federal, state
and local income and withholding taxes with respect to any amount includable in
his gross income for income tax purposes as a result of the Agreement.
9. NAMED FIDUCIARIES AND PLAN ADMINISTRATOR. The President and Treasurer of the
Corporation are hereby designated the "Named Fiduciaries" until resignation or
removal by the Corporation's Board of Directors. The Named Fiduciaries shall be
responsible for the management, control and administration of the Split Dollar
Plan as established herein. The Named Fiduciaries may allocate to others certain
aspects of the management and operation responsibilities of the plan including
the employment of advisors and the delegation of any ministerial duties to
qualified individuals.
10. FUNDING. The funding policy for the Split Dollar Plan shall be to maintain
the subject policy in force by paying, when due, all premiums required.
11. CLAIMS PROCEDURE. Claim forms or claim information as to the subject policy
can be obtained by contacting: Business Planning Associates, Inc., 000 Xxxxxxxx
Xxxxxx, Xxxxxx, XX 00000.
12. LIABILITY OF LIFE INSURANCE COMPANY. It is understood by the parties hereto
that in issuing policies of insurance pursuant to this agreement, the Insurer
shall not be bound to inquire into or take notice of any of the covenants herein
contained as to the Policy, or as to the application of the proceeds of the
Policy. Upon the death of the Employee, the Insurer shall be discharged from all
liability on payment of the proceeds in accordance with the Policy provisions
without regard to this Agreement or any amendment hereto.
13. AMENDMENTS. Amendments may be made to this Agreement by a writing signed by
each of the parties and attached thereto.
14. AGREEMENT BINDING UPON PARTIES. This Agreement shall bind the Employee and
the Corporation, their heirs, successors personal representatives and assigns.
15. NO RIGHT TO EMPLOYMENT; GOVERNING LAW.
(a) No provision in this Agreement shall be construed to confer upon the
Employee the right to be employed by the Corporation, or to interfere in any way
with the right and authority of the Corporation either to increase or decrease
the compensation of the Employee at any time, or to terminate any employment or
other relationship between the Employee and the Corporation.
(b) This Agreement is executed pursuant to and shall be governed by the laws of
the Commonwealth of Massachusetts, but not including the choice of law rules
thereof.
IN WITNESS WHEREOF, the parties have set their hands and seals, the Corporation
by its duly authorized officer, on the day and year above written.
WITNESS SOUTH BOSTON SAVINGS BANK
/s/ Xxxxxxxx Xxxxx By:/s/ Xxxxx X. Xxxxx
Title: Treasurer
/s/ Xxxxxx X. Xxxxxxxx
Employee
