KENTUCKY ELECTRIC STEEL, INC.
SPLIT DOLLAR INSURANCE AGREEMENT
THIS AGREEMENT made on the 1st day of September, 1998, by and between
Kentucky Electric Steel, Inc., a corporation (hereinafter called the
"Company") and ____________________, (hereinafter called the
"executive").
WITNESSETH
WHEREAS, ___________________ is a valuable and experienced Executive
of the Company; and
WHEREAS, the Company whishes to set up a split-dollar arrangement in
order to provide insurance protection for Executive's benefit; and
WHEREAS, in furtherance of the relationship of the Company and
Executive, the Company desires to enter into an agreement with respect to
the payment of premiums of any policy(s) purchased under the terms of this
Agreement in order to provide such insurance protection;
NOW THEREFORE, the parties mutually agree as follows:
1. OWNERSHIP AND PURCHASE OF INSURANCE: The Company owns a life insurance
policy issued by Pacific Life (the "Insurer"), policy number
_____________, on Executive's life. The parties hereto agree that
any policy purchased under the terms of this Agreement shall be
subject to the terms and conditions of this Agreement and of the
endorsement filed with the Insurer relating to the policy.
2. BENEFICIARY PROVISION. The beneficiary provisions of any policy
purchased under the terms of this Agreement shall provide that, upon
Executive's death, the total combined proceeds shall be paid as
follows:
A. An amount equal to $_____________ to the beneficiaries
designated by Executive in the manner and in the amounts
provided in the beneficiary designation provision of any policy
purchased under the terms of this Agreement. Executive shall
have the absolute right during the terms of this Agreement to
designate beneficiaries for the above portion of the death
benefit provided under any policy purchased under the terms of
this Agreement. The parties agree that the beneficiary
designation provision of any policy purchased under the terms
of this Agreement shall conform to the provisions of this
Agreement.
B. To the Company, the portion of the proceeds in excess of
$________________.
3. OWNERSHIP. Except for Executive's right to designate or change the
beneficiary of any policy purchased under the terms of this Agreement
as to the amount provided in paragraph 2.A hereof, the Company shall
be the sole and absolute owner of the policy, and may exercise all
other ownership rights granted to the owner by the terms of the
policy.
4. DIVIDENDS. Any policy purchased under the terms of this Agreement
shall provide that dividends are to be applied to purchase
additional, paid-up insurance on Executive's life. The parties
hereto agree that the dividend election provision of the policy shall
conform to the provisions of this Agreement.
5. PREMIUMS. Premiums on any policy purchased under the terms of this
Agreement shall be paid by the Company as they become due. The
Company shall furnish Executive a statement of the amount of income
reportable by Executive for Executive's federal and state income tax
purposes as a result of its payment of the premiums.
6. TERMINATION OF AGREEMENT. Either party hereto, with or without the
consent of the other, may terminate this Agreement by giving notice
of termination in writing. This Agreement shall terminate, without
notice, upon the first to occur of the following: (a) the total
cessation of the business of the Company; (b) the bankruptcy,
receivership or dissolution of the Company; or (c) the termination of
Executive's employment for any reason other than death. Subject to
the provision of this section, upon termination of the Agreement, the
Company shall have the right to surrender or cancel any policy(s)
purchased under the terms of this Agreement and retain proceeds
hereof.
7. AMENDMENTS. Amendments may be made to this Agreement by a written
agreement signed by each of the parties and attached hereto.
Additional policies of insurance on Executive's life may be purchased
under this Agreement by amendment to paragraph 1 hereof.
8. LIMITATION OF RIGHTS. This Agreement shall not give Executive any
right or claim except to the extent that such right is specifically
fixed under the terms of the Agreement. This Agreement shall not be
construed to give Executive a right to be continued in the employ of
the Company or as interfering with the right of the Company to
terminate Executive's employment at any time.
9. EFFECT OF AGREEMENT. This Agreement shall be binding upon and inure
to the benefit of the Company and its successors and assigns, and
Executive and his respective successors, assigns, heirs, executors,
administrators and beneficiaries.
10. GOVERNING LAW. This Agreement shall be governed and constructed in
accordance with the laws of the Commonwealth of Kentucky.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
ATTEST: KENTUCKY ELECTRIC STEEL, INC.
_____________________ By:__________________________
Secretary
_____________________ By:__________________________
Witness
Kentucky Electric Steel, Inc.
Supplemental Schedule for Exhibit 10.20
Split Dollar Insurance Agreement
Life
Insurance
Pre-
retirement
Name
Title
Policy
Number
Death
Benefit
Xxxxxxx X.
Xxxxxxxx
President and Chief
Executive Officer
1A22856570
$2,040,000.
00
Xxxxxxx X.
Xxxxxx
Vice President and Chief
Financial Officer
1A22856560
$1,000,000.
00
Xxxxxx X.
Xxxxxxxx
Vice President, Sales and
Marketing
1A22856540
$860,000.00
Xxxxxxx X. Xxxxx
Vice President,
Administration
1A22856530
$830,000.00
