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EXHIBIT 10.36
SERVICE CORPORATION INTERNATIONAL SPLIT
DOLLAR LIFE INSURANCE PLAN
ARTICLE I
Establishment and Purpose
This Plan is established for the benefit of selected key Employees and
shall be known as the "Service Corporation International Split Dollar Life
Insurance Plan." The purpose of the Plan is to provide Company sponsored split
dollar life insurance benefits in order to recruit and to retain selected key
Employees for the Company.
ARTICLE II
Definitions
The following words and phrases as used in the Plan have the following
meanings:
2.1 "Agreement" means a Split Dollar Insurance Agreement in the form
approved by the Company.
2.2 "Board" (or "Board of Directors") means the present and any
succeeding Board of Directors of the Company or the Compensation Committee of
said Board which shall have the authority of said Board with respect to the
Plan.
2.3 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
2.4 "Company" means Service Corporation International, a Texas
corporation, which has its principal place of business in Houston, Texas and
any organization that is a successor thereto.
2.5 "Employee" means an employee of the Company or a Participating
Company (a) who is designated in writing by the Plan Administrator to
participate in the Plan and (b) on whose life the Company is able to purchase a
Policy on terms and at a cost that are acceptable to the Company in its sole
discretion.
2.6 "Participation" means either an Employee or, if the Employee so
elects and the Company consents, the trustee or trustees of a trust established
by the Employee.
2.7 "Participating Company" means an entity designated as such in
writing by the Plan Committee.
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2.8 "Plan" means the "Service Corporation International Split Dollar
Life Insurance Plan" as set forth herein and as amended from time to time.
2.9 "Plan Administrator" means the Company, provided, however, that
the Company may delegate its administrative duties under the Plan to the Plan
Committee.
2.10 "Plan Committee" means the Committee appointed by the Board for
the purpose of administering the Plan.
2.11 "Plan Year" means the calendar year, provided that records with
respect to each individual policy under the Plan shall be maintained on the
basis of the applicable policy year.
2.12 "Policy" means a life insurance policy issued by an insurance
company designated by the Company on the life of the Employee or a joint life
insurance policy on the life of the Employee and another individual designated
by the Employee and approved by the Company.
ARTICLE III
Eligibility and Participation
3.1 Eligibility. An Employee or Participant shall be eligible to
participate in the Plan upon written designation of the Plan Administrator.
3.2 Agreements. In order to participate in the Plan, a Participant
shall enter into an Agreement with the Company and, where appropriate, execute
an assignment of the Policy as collateral (the "Collateral Assignment") in
favor of the Company on such terms as shall be determined by the Company in its
sole discretion. The Agreement and where appropriate, the Collateral
Assignment are hereby incorporated into and made a part of the Plan. The
Participant's participation shall be conditioned on the Employee's effective
waiver of certain Company provided welfare benefits.
3.3 Policy. Each Agreement shall provide for the purchase of a Policy
from an insurance company and/or the use of an existing Policy. Both the
identity of the insurance company and the terms of the Policy shall be
determined by the Company in its sole discretion.
3.4 Benefits. All benefits paid under the Plan in respect of a
Participant shall be determined by the terms of the applicable Agreement.
3.5 Multiple Agreements. The Company and a Participant may enter into
more than one Agreement pursuant to the Plan and any such Agreement may cover
one or more Policies.
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Service Corporation International Split Dollar Life Insurance Plan
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ARTICLE IV
Administration
4.1 In General. The Plan shall be administered by the Plan
Administrator, who shall be the Plan's named fiduciary and shall have authority
to delegate administrative duties and powers to the Plan Committee.
4.2 Expenses. The expenses incident to the operation of the Plan,
including the compensating of attorneys, advisors, actuaries, and other such
persons providing technical and clerical assistance to the Company as may be
required, shall be paid by the Company.
4.3 Powers of the Plan Administrator. In addition to any implied
powers and duties that may be needed to carry out the provisions of the Plan,
the Agreement and, where appropriate, the Collateral Assignment, the Plan
Administrator, acting itself or through the Plan Committee, shall have the
following specific powers and duties in its sole discretion.
(a) To make and enforce such rules and regulations as it shall
deem necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan and to decide any and all matters
arising hereunder, including the right to remedy possible ambiguities,
inconsistencies, or omissions; provided that all such interpretations and
decisions shall be applied in a uniform and nondiscriminatory manner to all
persons similarly situated.
(c) To compute the amount of benefits that shall be payable
to any Participant in accordance with the provisions of the Plan;
(d) To appoint other persons to carry out such ministerial
responsibilities under the Plan as it may determine; and
(e) To employ one or more persons to render advice with
respect to any of its responsibilities under the Plan.
4.4 Finality. To the extent permitted by applicable law,
determinations by the Plan Administrator or the Plan Committee and any
interpretation, rule or decision adopted by the Plan Administrator or the Plan
Committee under the Plan, the Agreement; or the Collateral Assignment or in
carrying out or administering the Plan shall be final and binding for all
purposes and upon all interested persons, their heirs and personal
representatives.
4.5 Benefit Claims Procedure. A claim for a benefit under the Plan by
any person shall be filed in the manner and governed by the procedures set
forth in the Agreement.
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Service Corporation International Split Dollar Life Insurance Plan
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ARTICLE V
Amendments
5.1 Amendment and Termination. The Company may, by action of the Plan
Committee set forth in writing, modify, amend, suspend or terminate the Plan
at any time. Provided, however, no such modification, amendment, suspension or
termination shall affect any Agreement executed pursuant to this Plan. Any
such Agreement may be amended or terminated only in accordance with its terms.
5.2 Merger or Consolidation. In the event of a merger or a
consolidation by Service Corporation International with another corporation, or
the acquisition of substantially all of the assets or outstanding stock of
Service Corporation International by another corporation, then and in such
event the obligations and responsibilities of Service Corporation International
under this Plan and any Agreement shall be assumed by any such successor or
acquiring corporation, and all of the rights, privileges and benefits of the
Participant under this Plan and any Agreement shall continue.
ARTICLE VI
Miscellaneous
6.1 Incapacity. If the Plan Administrator acting itself or through
the Plan Committee determines that any person entitled to benefits hereunder is
unable to care for his affairs because of illness or accident, any payment due
(unless a duly qualified guardian or other legal representative has been
appointed) may be paid for the benefit of such person to his spouse, parent,
brother, sister or other party deemed by the Plan Administrator to have
incurred expenses for such person.
6.2 Required Information. Any person eligible to receive benefits
hereunder shall furnish to the Plan Administrator any information or proof
requested by the Plan Administrator and reasonably required for the proper
administration of the Plan. Failure on the part of any person to person to
comply with any such request within a reasonable period of time shall be
sufficient grounds for delay in the payment of any benefits due under the Plan
until such information or proof is received by the Plan Administrator. If any
person claiming benefits under the Plan makes a false statement that is
material to such person's claim for benefits, the Company may offset against
future payments any amount paid to such person to which such person was not
entitled under the provisions of the Plan.
6.3 Policy Claims. Any claim for benefits under a Policy shall be
subject to and governed by the terms of the Policy.
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Service Corporation International Split Dollar Life Insurance Plan
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6.4 No Right to Employment. Nothing in this Plan or any Agreement
shall be deemed to constitute a contract of employment or to give any Employee
the right to be retained in the service of the Company or a Participating
Company or to interfere with the right of the Company or a Participating
Company to discharge any Employee at any time without regard to the effects
that such discharge may have upon the Employee under the Plan.
6.5 Withholding Taxes. The Plan Administrator may make any
appropriate arrangements to deduct from all amounts paid under the Plan any
taxes required to be withheld by any government or governmental agency. The
Employee shall pay all taxes resulting from the Employee's participation in the
Plan and the benefits provided under the Plan to the extent that no taxes are
withheld, irrespective of whether withholding is required.
6.6 Indemnification of Plan Committee. The Company shall indemnify,
to the full extent permitted by law, each person made or threatened to be made
a party to any civil or criminal action or proceeding by reasons of the fact
that he, or his testator or intestate, is or was a member of the Plan
Committee.
6.7 Gender and Number. In order to shorten and to improve the
understandability of the Plan document by eliminating usage of such phrases as
"his or her" and "Participating Company," any masculine terminology herein
shall also include the feminine and neuter, and the definition of any term
herein in the singular shall also include the plural, except when otherwise
indicated by the context.
6.8 Headings. Any headings used in this instrument are for
convenience of reference only and are to be ignored in the construction of any
provision hereof.
6.9 Severability. If any provision of the Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
such illegal or invalid provision had never been inserted herein.
6.10 Governing Law. The Plan shall be construed, administered and
regulated in accordance with the laws of the State of Texas, except to the
extent that such laws are preempted by Federal law.
6.11 Effective Date. The Plan shall be effective as of December 1,
1995.
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Service Corporation International Split Dollar Life Insurance Plan
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SERVICE CORPORATION INTERNATIONAL
Date: 12/13/95
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By: /s/ Xxxx X. Xxxxxx
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[Corporate Seal]
Attest:
By:
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Secretary
