EXHIBIT 10.1
SPLIT DOLLAR INSURANCE AGREEMENT
THIS AGREEMENT made this of , by and between
XX-XXX STORES, INC., an Ohio corporation (the "Company") and _____________ (the
"Employee"),
W I T N E S S E T H:
WHEREAS, the Employee has performed his duties in a capable
and efficient manner and is a valued employee of the Company and has indicated
his intention to continue such services, and the Company desires that he do so;
and
WHEREAS, in the continuation of such relationship, the parties
desire to establish an arrangement in order to provide insurance protection for
the benefit of the Employee;
NOW, THEREFORE, in consideration of the services rendered and
to be rendered by the Employee and of the mutual covenants contained herein, the
parties hereto agree as follows:
1. PURCHASES OF INSURANCE. The Company shall maintain life
insurance policies acquired by the Company on the life of the Employee (the
"Policies") from insurance companies selected by the Company (the "Insurance
Companies"), shall pay the premiums on the policies when due, and shall be
designated as sole owner of the policies subject to the conditions hereafter set
forth.
2. ALLOCATION OF PREMIUMS BETWEEN COMPANY AND EMPLOYEE. The
Company will pay the entirety of the Premiums due on the Policies and 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 premiums.
3. PAYMENT OF PROCEEDS. Upon the death of the Employee while
this Agreement remains in effect, the proceeds of the Policies shall be paid as
follows:
(a) To the Employee's beneficiary or beneficiaries designated in
accordance with paragraph 4 hereof, the amount of Six Hundred
Thousand ($600,000) Dollars.
(b) To the Company, an amount equal to the balance, if any, of the
proceeds of the Policies, and of any paid-up additional
insurance purchased through dividend reinvestment, if any,
after payment of the applicable amount to the Employee's
beneficiary or beneficiaries pursuant to subparagraph (a) of
this paragraph 3.
4. OWNERSHIP. The Employee shall have the right to designate
the beneficiary or beneficiaries to receive payment of any proceeds of the
Policies which might become payable pursuant to the provisions of paragraph 3(a)
hereof. Each and every other right of ownership of the Policies shall be
reserved to the Company even though the exercise of such right or rights would
adversely affect or extinguish the payment of any benefits pursuant to Paragraph
3(a) hereof or the existence thereafter of the right reserved to the Employee
pursuant to the first sentence of this paragraph.
5. DIVIDENDS. The Policies shall provide that the dividends,
if any, payable with respect to the Policies may be applied as determined by the
Company in its sole discretion.
6. TERMINATION. This Agreement may be terminated by either
party hereto, with or without the consent of the other, upon the giving of
notice of termination in writing. It shall terminate automatically upon
termination of employment of the Employee with the Company for any reason
whatsoever, including early retirement. In the event of termination, the
Employee agrees, upon request to him by the Company, to join with the Company in
executing such documents as may be necessary to designate the Company as sole
owner and sole beneficiary of the Policies.
7. POSSESSION OF POLICY. The Company shall keep possession of
the Policies. The Company agrees from time to time to make the Policies
available to the Employee or to the Insurance Company for the purpose of
endorsing.
8. BORROWING. The Company shall have the right, without the
consent of the Employee, to borrow the cash value of the Policies, if any,
provided, however, that the Company shall not borrow from the Policies in any
more than three of the first seven years and such amount borrowed from any
Policy during the first seven years shall not exceed the annual premium of such
policy.
9. PLAN ADMINISTRATOR. The Company shall be the Plan
Administrator of the plan described herein for purposes of the Employee
Retirement Income Security Act of 1974. The Company shall maintain records with
respect to the Employee's benefits hereunder, except for individual claim
records which shall be maintained by the Insurance Companies. The Insurance
Companies shall handle certain aspects in the administration of the plan
including, but not limited to, the processing of individual claims, and the
remittance of benefit payment. Payments from the plan shall be made to
beneficiaries directly by the Insurance Companies in accordance with the terms
of the Policies and the terms of this Agreement.
10. CLAIMS PROCEDURE. The Company shall provide a procedure
for handling beneficiaries' claims for benefits. Such procedure shall be in
accordance with regulations issued by the Secretary of Labor and shall:
(a) provide adequate notice in writing to any beneficiary whose
claim for benefits has been denied, setting forth the specific
reasons for such denial, written in a manner calculated to be
understood by such beneficiary; and
(b) afford a reasonable opportunity to any beneficiary whose claim
for benefits has been denied for a full and fair review by the
appropriate named fiduciary of the decision denying the claim.
11. MISCELLANEOUS. 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 Company to an Employee, 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 Company to terminate the employment of the Employee at any time.
12. AMENDMENT. This Agreement may be revoked or be amended by
a writing signed by the Company and the Employee and attached hereto.
13. SUCCESSORS. This Agreement shall bind and shall inure to
the sole benefit of the parties and their respective successors, assigns and
legal representatives.
14. REVOCATION OF PRIOR AGREEMENT. Upon execution of the
Agreement all split dollar insurance agreements entered into by the parties
hereto prior to the date hereof, if any, shall be null and void and the rights
thereunder shall be extinguished.
IN WITNESS WHEREOF, the parties have hereunto set their hands,
the Company by its duly authorized officers on the day and year first above
written.
XX-XXX STORES, INC.
By:
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Xxxx Xxxxxxxx, Chairman of the Board, Employee
President and Chief Executive Officer
By:
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Xxxxxxx Xxxxxxx Sachs, Secretary
