AGREEMENT TO TERMINATE SPLIT-DOLLAR AGREEMENTS
EXHIBIT
10.1
AGREEMENT
TO TERMINATE SPLIT-DOLLAR AGREEMENTS dated as of the 18th
day of October,
2007, between SID TOOL CO., INC. (the "Employer"), XXXXXXXX XXXXXXXX,
individually, and XXXX XXXXXXXXX (the "Trustee"), as Trustee of the XXXXXXXX
XXXXXXXX 1994 INSURANCE TRUST dated February 17, 1994, between XXXXXXXX
XXXXXXXX, as Settlor, and XXXXXX XXXXXXX, as the original Trustee (the
"Trust").
W
I T
N E S S E T H
WHEREAS:
A. The
parties hereto entered into (i) a split-dollar life insurance agreement dated
June 22, 1995 (the "June SDA"), pursuant to which the Employer agreed to assist
the Trust in the payment of premiums due on Hartford Life Insurance Policy
No.
X00000000 and Metropolitan Insurance Company Policy No. 940350263 and (ii)
a
split-dollar life insurance agreement dated November 4, 1995 (the "November
SDA"), pursuant to which the Employer agreed to assist the Trust in the payment
of premiums due on ITT Hartford Policy No. U01738145, Principal Mutual Life
Insurance Co. Policy No. 4036059, Xxxx Xxxxxxx Life Insurance Co. Policy No.
67130630 and New York Life Insurance Co. Policy No. 45663565 (each, a "Policy"
and, collectively, the "Policies");
B. In
consideration of the Employer's agreement to assist the Trust in the payment
of
premiums due on the Policies, the Trust, as sole owner of the Policies, agreed
to assign to the Employer certain specific rights in and to the Policies by
a
separate collateral assignment for each Policy (collectively, the "Collateral
Assignments");
C. With
respect to the June SDA:
i.
Section 6.A.(ii) of the June SDA provides that the June SDA shall terminate
with
respect to each of the Policies under the June SDA, upon delivery of written
notice of termination by the Trust to the Employer;
ii. The
Trustee provides that this Agreement shall constitute a written notice of
termination of the June SDA and the Employer acknowledges receipt of such
notice; and
iii. The
Trustee, solely in his capacity as trustee of the Trust and not in his
individual capacity, has paid to the Employer an amount equal to the lesser
of
(a) the "Aggregate Employer Premiums Paid" (as defined in the June SDA) or
(b) the "Cash Surrender Value" (as defined in the June SDA) of each of the
Policies under the June SDA at the time of such payment (computed without regard
to any policy loans then outstanding) (the "Payment"), and the parties hereto
desire to terminate the June SDA; and
D. With
respect to the November SDA:
i.
Section 8 of the November SDA provides that the November SDA shall terminate
with respect to the Policies under the November SDA, without notice, upon the
occurrence of a Notice of Termination by the Employer or the Trust;
ii. The
parties provide that this Agreement shall constitute a Notice of Termination;
and
iii. The
Trustee, solely in his capacity as trustee of the Trust and not in his
individual capacity, has paid to the Employer the "Employer's Premium
Contribution" (as defined in the SDA) with respect to the Policies under the
November SDA and the parties hereto desire to terminate the November
SDA.
NOW,
THEREFORE, in consideration of the mutual promises made by each party
to the other, and of the mutual agreements contained herein, the parties hereto
agree as follows:
1. Recitals. The
above recitals are incorporated herein by reference as though fully set forth
at
length.
2. Payment
of Employer's Interest in the Policies. It is
acknowledged that the Trustee, solely in his capacity as trustee of the Trust
and not in his individual capacity, has delivered to the Employer funds
representing an amount equal to the sum of the Payment and the Employer's
Premium Contribution. The amount equal to the sum of the Payment
subject to the June SDA and the Employer's Premium Contribution subject to
the
November SDA is $1,466,522.03.
3. Termination
of the Split-Dollar Agreements. The parties hereto agree
that:
(a) the
June SDA and the
November SDA are hereby terminated and are of no further force or
effect;
(b) the
payment by the
Trustee to the Employer of an amount equal to the sum of the Payment with
respect to the Policies under the June SDA and the Employer's Premium
Contribution with respect to the Policies under the November SDA constitutes
full and complete satisfaction of the Employer's rights in and to the Policies;
and
(c) as
of the date
hereof, there are no other split-dollar life insurance agreements between the
parties in effect with respect to the Policies.
4. Release
of Collateral Assignment. The Employer hereby agrees to
execute such documents as may be reasonably required by the Trustee to release
the Collateral Assignments.
5. Release. The
parties hereby release and relieve each other and their respective heirs,
executors, administrators, personal representatives, successors and assigns
from
any and all obligations and liabilities under and in connection with the June
SDA and the November SDA.
6. Choice
of Law. This Agreement shall be governed by the internal
law of the State of New York, without reference to principles of conflict of
laws.
7. Benefit. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto, and to their respective successors and assigns.
8. Entire
Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the transactions contemplated
hereby and supersedes all prior agreements, arrangements and understandings
relating to the subject matter hereof. This Agreement may be amended
only by a written instrument executed by the parties hereto.
9. Further
Instruments. The parties agree that they shall execute
and deliver any and all additional writings, instruments, and other documents
contemplated hereby or referenced herein and shall take such further action
as
shall be reasonably required in order to effectuate the terms and conditions
of
this Agreement.
10. Headings. The
headings of the sections are for convenience only and shall not control or
affect the meaning or construction or limit the scope or intent of any of the
provisions of this Agreement.
11. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
be an
original but all of which shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties have signed this agreement as of the day
and year first written above.
ATTEST: EMPLOYER: SID
TOOL CO., INC.
/s/
Xxxx
Xxxxxx
By: /s/ Xxxxxxx X. Xxxxx
A
Duly Authorized Officer
INSURED:
/s/
Xxxxxxxx
Xxxxxxxx
XXXXXXXX
XXXXXXXX,
Individually
TRUST: XXXXXXXX XXXXXXXX 1994 INSURANCE TRUST
dated February 17, 1994
By:
/s/
Xxxx
Xxxxxxxxx
XXXX XXXXXXXXX, Trustee
