Exhibit 10.1
[FORM OF]
PRUDENTIAL SAVINGS BANK
ENDORSEMENT SPLIT DOLLAR
INSURANCE AGREEMENT
THIS ENDORSEMENT SPLIT DOLLAR INSURANCE AGREEMENT (the "Agreement") is made as
of the 1st day of January, 2006, by and between PRUDENTIAL SAVINGS BANK, a state
bank (the "Bank"), located at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000,
and __________, an employee of the Bank (the "Employee").
RECITALS:
In consideration of the faithful performance of services by the
Employee as an employee of the Bank, the Bank wishes to benefit the Employee by
entering into a split-dollar life insurance arrangement in accordance with the
terms and conditions set forth herein.
NOW, THEREFORE, the parties mutually agree as follows:
1. GENERAL. This Agreement describes the terms and conditions of a
split dollar arrangement between the Bank and the Employee relating to that
certain life insurance policy issued by
_________________________________________, with a policy number of ________ on
the life of the Employee in the initial face amount of $________ (hereinafter
collectively referred to as "Policy" or "Policies").
2. ACQUISITION OF POLICY; PAYMENT OF PREMIUMS. The parties shall
cooperate in applying for and obtaining the Policy. The Policy shall be issued
to the Bank as the sole and exclusive owner of the Policy, subject to an
endorsement in favor of the Employee as hereinafter provided. The Bank shall pay
all of the net premiums due on the Policy and shall be solely responsible for
the calculation of the economic benefit to the Employee resulting from its
payment of such premiums.
3. ENDORSEMENT.
(a) Upon issuance of the Policy, the Bank and the Employee shall
execute, in form acceptable to the parties and to the Insurer,
an endorsement to the Policy in favor of the Employee (the
"Endorsement Plan"). The Endorsement Plan shall give the
Employee the right, upon the Employee's death while this
Agreement is in force, to designate the beneficiary (the
"Beneficiary") of a specified amount of proceeds from the Policy
in excess of the Policy's cash surrender value (the "Endorsement
Amount"). In no event shall the Endorsement Amount exceed the
endorsement portion as provided for in Section II of the
Employee's applicable Beneficiary Designation and Limited
Assignment of Rights. As between the parties hereto, in the
event of any conflict between the terms of the Endorsement Plan
and this Agreement, the terms of this Agreement shall prevail.
(b) In no event shall the Endorsement Plan grant to the Employee
the right to surrender the Policy or borrow against the cash
surrender value of the Policy or any other right or power
constituting an incident of ownership in the Policy. Except for
the rights granted to the Employee in the Endorsement Plan, the
Employer shall have all of the rights of the owner under the
Policy and shall be entitled to exercise all of such rights,
options and privileges without the consent
of the Employee. Without limiting the generality of the
foregoing, the Employee understands and agrees that the cash
surrender value of the Policy shall at all times be the property
of the Employer.
4. DEATH OF THE EMPLOYEE. In the event of the Employee's death while
this Agreement is in force, the Bank and the Beneficiary shall take steps to
collect the proceeds of the Policy by submitting the proper claim forms to the
Insurer. That portion of the proceeds of the Policy equal to the Endorsement
Amount shall be paid directly to the Beneficiary. That portion of the proceeds
of the Policy in excess of the Endorsement Amount shall be paid to the
beneficiary designated by the Bank.
5. TERMINATION OF AGREEMENT.
(a) Subject to fulfillment of the obligations arising upon
termination hereinafter set forth, this Agreement shall
terminate on the first to occur of the following events (each
referred to herein as a "Termination Event"):
(i) delivery of written notice of termination of this
Agreement by the Bank to the Employee;
(ii) delivery of written notice of termination of this
Agreement by the Employee to the Bank; or
(iii) at the election of the Bank upon termination of the
Employee's service as a Employee of the Bank for any
reason by either the Bank or the Employee.
(b) Within thirty (30) business days following a Termination Event,
the Bank, in its sole discretion, may surrender the Policy and
collect its cash surrender value;
(c) At any time following a Termination Event, the Bank may, without
notice to the Employee and without the Employee's consent,
cancel the Endorsement Plan. In addition, the Employee shall
cooperate in effecting any full or partial policy surrender or
policy loan requested by the Bank in connection with the Bank's
exercise of any option described under subparagraph (b) above.
6. PROVISIONS REGARDING THE INSURER. The parties acknowledge and agree
as follows:
(a) The Insurer shall be bound only by the provisions of the Policy
and any endorsement thereto.
(b) Any payment made or actions taken by the Insurer in accordance
with the provisions of the Policy and any endorsement thereto
shall fully discharge the Insurer from all claims, suits and
demands of all persons whatsoever.
(c) The Insurer shall not be deemed a party to, or to have notice
of, this Agreement or the provisions hereof and shall have no
obligation to see to the performance of the obligations of the
parties hereunder.
7. DISABILITY WAIVER OF PREMIUMS. The parties may, by mutual agreement,
add an agreement or rider to the Policy providing for the waiver of premiums in
the event of the insured's
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disability. Any additional premium attributable to such agreement or rider shall
be payable by the Employee or in such other manner as the parties agree.
8. AMENDMENT. This Agreement may be altered, amended or modified,
including the addition of any extra policy provisions, but only by a written
instrument signed by all of the parties.
9. NOTICE PROVISION. Each notice and other communication hereunder
shall be in writing and shall be delivered or mailed by registered mail, return
receipt requested, and shall be deemed to have been given on the date of its
delivery, if delivered, and on the fifth full business day following the date of
the mailing if mailed to each of the parties thereto at the following respective
addresses or such other address as may be specified in any notice delivered or
mailed as above provided:
(a) If to the Bank to:
Prudential Savings Bank
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxx
(b) If to the Employee:
To the address on record with the Payroll Department of the
Bank.
10. ASSIGNMENT. A party may assign such party's interests and
obligations under this Agreement at any time subject to the terms and conditions
of this Agreement.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
any principles of conflicts of law of such State.
12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties with respect to the subject matter hereof. Any and all prior
agreements or understandings with respect to such matters are hereby superseded.
13. STATUS OF PLAN UNDER ERISA. The parties acknowledge and agree (a)
that the split dollar arrangement described in this Agreement is an "employee
welfare benefit plan" with the meaning of Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"); (b) that the
Employee participated in the negotiation of such arrangement and had significant
influence on its design; and (c) that as a result, the arrangement is intended
to qualify as a plan maintained primarily for purposes of providing benefits for
a select group of management and highly compensated employees within the meaning
of Labor Regulations Section 2520.104-24.
14. ERISA PROVISIONS. The following provisions are intended to meet the
requirements of ERISA and shall be interpreted in a manner consistent therewith:
(a) NAMED FIDUCIARY. The "Named Fiduciary" is the Bank.
(b) CLAIMS PROCEDURE. Any person claiming a benefit under the
Agreement (a "Claimant") shall present the claim, in writing,
to the Bank, and the Bank shall respond in writing. If the
claim is denied, the written notice of denial shall state, in a
manner calculated to be understood by the Claimant:
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(i) The specific reason or reasons for denial, with specific
references to the Agreement provisions on which the
denial is based;
(ii) A description of any additional material or information
necessary for the Claimant to perfect his, her or its
claim and an explanation of why such material or
information is necessary; and
(iii) An explanation of the Agreement's claims review
procedure.
Upon receipt of any written claim for benefits, the Bank shall be
notified and shall give due consideration to the claim presented. If any
Claimant claims to be entitled to benefits under the Agreement and the Bank
determines that the claim should be denied in whole or in part, the Bank shall,
in writing notify such claimant within ninety (90) days of receipt of the claim
that the claim has been denied. The Bank may extend the period of time for
making a determination with respect to any claim for a period of up to ninety
(90) days, provided that the Bank determines that such an extension is necessary
because of special circumstances and notifies the claimant, prior to the
expiration of the initial ninety (90) day period, of the circumstances requiring
the extension of time and the date by which the Plan expects to render a
decision.
Any Claimant whose claim is denied, or deemed to be denied under the
preceding sentence, or such Claimant's authorized representative, may, within
sixty (60) days after the Claimant's receipt of notice of the denial, or after
the date of the deemed denial, request a review of the denial by notice given,
in writing, to the Bank. Upon such a request for review, the claim shall be
reviewed by the Bank (or its designated representative). In connection with the
review, the Claimant may have representation, may examine pertinent documents,
and may submit issues and comments in writing.
Upon receipt of an appeal the Bank shall promptly take action to give
due consideration to the appeal. Such consideration may include a hearing of the
parties involved, if the Bank feels such a hearing is necessary. In preparing
for this appeal the Claimant shall be given the right to review pertinent
documents and the right to submit in writing a statement of issues and comments.
After consideration of the merits of the appeal the Bank shall issue a written
decision which shall be binding on all parties subject to arbitration below. The
decision shall specifically state its reasons and pertinent Plan provisions on
which it relies. The Bank's decision shall be issued within sixty (60) days
after the appeal is filed, except that the Bank may extend the period of time
for making a determination with respect to any claim for a period of up to sixty
(60) days, provided that the Bank determines that such an extension is necessary
because of special circumstances and notifies the Claimant, prior to the
expiration of the initial sixty (60) day period, of the circumstances requiring
the extension of time and the date by which the Plan expects to render a
decision.
The Bank may designate any other person of its choosing to make any
determination otherwise required under this Article. Any person so designated
shall have the same authority and discretion granted to the Bank hereunder.
A claimant whose appeal has been denied under this Section 14 shall
have the right to submit said claim to final and binding arbitration pursuant to
the rules of the American Arbitration Association in the state of Governing Law
as provided for in Section 11 herein above. Any such requests for arbitration
must be filed by written demand to the American Arbitration Association within
sixty (60) days after receipt of the decision regarding the appeal. The costs
and expenses of arbitration, including the fees of the arbitrators, shall be
borne by the losing party. The prevailing party shall recover as expenses all
reasonable attorneys' fees incurred by it in connection with the arbitration
proceeding or any appeals therefrom.
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If a Claimant brings a lawsuit for benefits hereunder, to enforce any
right hereunder or for other relief arising out of the terms of the Plan, the
costs and expenses of litigation by any party shall be borne by the losing
party. The prevailing party shall recover as expenses all reasonable attorney's
fees incurred by it in connection with the proceedings or any appeals therefrom.
IN WlTNESS WHEREOF, the parties have signed this Agreement as of the
day and year first above written.
EMPLOYER:
PRUDENTIAL SAVINGS BANK
By:
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Title:
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EMPLOYEE:
Signature:
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Name of Employee
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PRUDENTIAL SAVINGS BANK
ENDORSEMENT SPLIT DOLLAR PLAN
BENEFICIARY DESIGNATION AND LIMITED ASSIGNMENT OF RIGHTS
OWNER: PRUDENTIAL SAVINGS BANK, and its successors and assigns
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(EMPLOYER)
ENDORSEE: , and his/her successors and assigns (Employee)
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INSURER:
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POLICY No.:
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INSURED: (Employee)
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In consideration of the PRUDENTIAL SAVINGS BANK Endorsement Split Dollar Life
Insurance Agreement (the "Agreement") entered into between the above named Owner
and Endorsee, Owner and Endorsee agree as follows:
The above numbered Policy is subject to an Endorsement Split Dollar Plan
Beneficiary Designation and Limited Assignment of Rights (the "Endorsement
Plan") as referenced in the Agreement and specified herein, and shall be subject
to all terms and conditions of the Policy and to all liens, if any, which the
Insurer may have against the Policy.
I. PURPOSE:
This Endorsement Plan grants the Endorsee a right to name a
beneficiary of death proceeds, in an amount specified below,
and does not give the Endorsee any other rights.
II. BENEFICIARIES:
Endorsee's beneficiary designated for a fixed amount; Owner
designated for the remaining proceeds.
(a) The Insured's designated beneficiary(ies), shall be
entitled to an aggregate amount, derived from all
Policies subject to the Agreement, equal to [2 -
XXXXXX XXXXXXX AND XXXXX XXXXXXX] [1 - XXXXXX XXXXX]
times the Employee's base salary, determined as of
the date of death. The aforementioned amount shall be
derived from the cumulative net amount at risk
insurance portion of death benefit proceeds from all
Employer owned life insurance policy(ies) on the life
of the Endorsee, subject to the above referenced
Agreement. In no event shall the Endorsee's
distributable benefit exceed [2 - XXXXXX XXXXXXX AND
XXXXX XXXXXXX] [1 - XXXXXX XXXXX] times the
Employee's base salary determined as of the date
death.
(b) In the event that the net amount at risk insurance
portion of the proceeds is not sufficient to fully
cover the amount defined in Paragraph II(a) above,
the Insured's beneficiary(ies) shall only be entitled
to the remaining net amount at risk insurance portion
which does exist in the Policy. The net amount at
risk insurance portion is the total death benefit
proceeds less the cash value of the Policy.
(c) The Bank shall be entitled to the remainder of such
death benefit proceeds.
III AGREEMENT:
The undersigned hereby agree that the Insurer may rely on the
Owner's written statement of the amount due to be paid to the
beneficiaries upon the death of the Insured. Upon payment of
the death proceeds based on such statement, the Insurer shall
be fully released under the Policy and the respective
beneficiaries shall indemnify the Insurer to that effect. If
the Insurer is made, or elects to become, a party to any
litigation concerning the proper apportionment of the net
death proceeds, the Insurer's litigation expenses, including
attorney fees, shall be deducted from the net death proceeds.
This Endorsement Plan shall be binding upon the parties and
their successors, heirs, assigns, devisees, personal
representatives and other legal representatives. The Insurer
will not be liable for any action it takes before this
Endorsement Plan is received and acknowledged at the Insurer's
Home Office. In the event of any conflict between this
Endorsement Plan and the terms in the Agreement, the Agreement
shall prevail.
IV ENDORSEE'S DESIGNATION OF BENEFICIARY:
The Endorsee, subject to the rights of the Owner as stated
above and in the Agreement, designates the following as the
primary and contingent beneficiaries of the proceeds described
in Section II above. The beneficiaries designated by the
Endorsee are revocable and the identity of the Beneficiaries
may be changed upon Endorsee's signature alone.
Primary Beneficiary(ies) are:
FULL NAME RELATIONSHIP TO INSURED DATE OF BIRTH SOCIAL SECURITY # % OF BENEFITS
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If no primary beneficiary survives the Insured, CONTINGENT BENEFICIARY(IES) are:
FULL NAME RELATIONSHIP TO INSURED DATE OF BIRTH SOCIAL SECURITY # % OF BENEFITS
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If there is no living beneficiary at the death of the Insured, then the proceeds
described in Section II will be paid to Endorsee or Endorsee's estate.
Signed this day of , 2006
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If signing for an entity, the undersigned represents that s/he has the authority
to bind the entity.
Prudential Savings Bank
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OWNER - PRINT ENTITY OR INDIVIDUAL OWNER
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SIGNATURE OF OWNER - AND IF ENTITY PRINT TITLE OF AUTHORIZED XXXXXX
0000 X. Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
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ADDRESS
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ENDORSEE - PRINT NAME
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SIGNATURE OF ENDORSEE
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ADDRESS OF ENDORSEE
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