EXHIBIT 10.33
MERCANTILE BANK OF MICHIGAN
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT, made and entered into this _______ day of
_________________, 2005, by and between Mercantile Bank of Michigan, a
state-chartered commercial bank located in Grand Rapids, Michigan (the
"Company"), and _____________ (the "Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the Company is
willing to divide the death proceeds of a life insurance policy on the
Executive's life. The Company will pay life insurance premiums from its general
assets.
AGREEMENT
The Company and the Executive agree as follows:
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
1.1 "Insured" means the Executive.
1.2 "Insurer" means each life insurance carrier in which there is a Split
Dollar Policy Endorsement attached to this Agreement
1.3 "Net Death Proceeds" means the total death proceeds of the Policy minus
the cash surrender value.
1.4 "Policy" means the specific life insurance policy issued by the
Insurer.
1.5 "Termination of Employment" means the Executive ceasing to be employed
by the Company for any reason whatsoever, other than by reason of an approved
leave of absence.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Company shall
be the beneficiary of the remaining death proceeds of the Policy after the
interest of the Executive or the Executive's transferee has been paid according
to Section 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to designate
the beneficiary of an amount of death proceeds equal to the lesser of: a)
$300,000 (Three hundred thousand dollars) or b) the net amount of insurance at
time of death. The Executive shall also have the right to elect and change
settlement options that may be permitted. However, the Executive, the
Executive's transferee or the Executive's beneficiary shall have no rights or
interests in the Policy with respect to that portion of the death proceeds
designated in this Section 2.2 upon the Executive's Termination of Employment.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer
ownership of the Policy while this Agreement is in effect without first giving
the Executive or the Executive's transferee the option to purchase the Policy
for a period of 60 days from written notice of such intention. The purchase
price shall be an amount equal to the cash surrender value of the Policy. This
provision shall not impair the right of the Company to terminate this Agreement.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Executive based on the amount of the current term rate for
the Executive's age multiplied by the aggregate death benefit payable to the
Executive's beneficiary. The "current term rate" is the minimum amount required
to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent
applicable authority.
ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all of the Executive's
interests in the Policy and in this Agreement to any person, entity or trust. In
the event the Executive transfers all of the Executive's interest in the Policy,
then all of the Executive's interest in the Policy and in the Agreement shall be
vested in the Executive's transferee, who shall be substituted as a party
hereunder and the Executive shall have no further interest in the Policy or in
this Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any payments
the Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. A Participant or beneficiary ("claimant") who has not
received benefits under the Plan that he or she believes should be paid shall
make a claim for such benefits as follows:
6.1.1. Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.
6.1.2. Timing of Company Response. The Company shall respond to such
claimant within 90 days after receiving the claim. If the Company determines
that special circumstances require additional time for processing the claim, the
Company can extend the response period by an additional 90 days by notifying the
claimant in writing, prior to the end of the initial 90-day period, that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Company expects to render its
decision.
6.1.3. Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such denial. The
Company shall write the notification in a manner calculated to be understood by
the claimant. The notification shall set forth:
(a) The specific reasons for the denial.
(b) A reference to the specific provisions of the Plan on which
the denial is based.
(c) A description of any additional information or material
necessary for the claimant to perfect the claim and an
explanation of why it is needed.
(d) An explanation of the Plan's review procedures and the time
limits applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil action
under ERISA Section 502 (a) following an adverse benefit
determination on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial, must
file with the Company a written request for review.
6.2.2. Additional Submissions - Information Access. The claimant shall
then have the opportunity to submit written comments, documents, records and
other information relating to the claim. The Company shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant's claim for benefits.
6.2.3. Considerations on Review. In considering the review, the
Company shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was
submitted or considered, in the initial benefit determination.
6.2.4. Timing of Company Response. The Company shall respond in
writing to such claimant within 60 days after receiving the request for review.
If the Company determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 60 days by notifying the claimant in writing, prior to the end of the
initial 60 day period that an additional period is required. The notice of
extension must set forth the special circumstances and the date by which the
Company expects to render its decision.
6.2.5. Notice of Decision. The Company shall notify the claimant in
writing of its decision on review. The Company shall write the notification in a
manner calculated to be understood by the claimant. The notification shall set
forth:
(a) The specific reasons for the denial.
(b) A reference to the specific provisions of the Plan on which
the denial is based.
(c) A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies
of, all documents, records and other information (as defined
in applicable ERISA regulations) to the claimant's claim for
benefits, and
(d) A statement of the claimant's right to bring a civil action
under ERISA Section 502 (a).
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by the Company. The
Company will notify the Executive of any amendments or termination. However,
unless otherwise agreed to by the Company, this Agreement will automatically
terminate upon the Executive's Termination of Employment.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and the Company
and their beneficiaries, survivors, executors, administrators and transferees,
and any Policy beneficiary.
8.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Michigan, except
to the extent preempted by the laws of the United States of America.
8.4 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or
continuing company, firm or person agrees to assume and discharge the
obligations of the Company.
8.5 Notice. Any notice, consent or demand required or permitted to be given
under the provisions of this Split Dollar Agreement by one party to another
shall be in writing, shall be signed by the party giving or making the same, and
may be given either by delivering the same to such other party personally, or by
mailing the same, by United States certified mail, postage prepaid, to such
party, addressed to his or her last known address as shown on the records of the
Company. The date of such mailing shall be deemed the date of such mailed
notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting for this
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer this Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
EXECUTIVE: COMPANY:
MERCANTILE BANK OF MICHIGAN
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TITLE
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