2 3 during the policy year for which the annual premium is paid. 4.2 On or before the due date of each annual premium on the Policy, the Corporation will pay to Phoenix Home Life Mutual Insurance Company, on behalf of the Employee, the remainder of...
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Exhibit 10.19
NATIONAL SANITARY SUPPLY COMPANY
SPLIT DOLLAR AGREEMENT
This Agreement, made on June 1, 1995, by and between National
Sanitary Supply Company ("the Corporation"), a Delaware corporation with
offices at 2900 Chemed Center, 000 X. Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 and
_________________________ ("the Employee"), who is an employee of the
Corporation.
1. PREMISES
1.1 The Employee is a valuable employee of the
Corporation. He/she wishes to provide adequate
protection for his/her family by insuring his/her
life. The Corporation will assist the Employee in
providing this insurance coverage by payment of
part of the premiums under a split dollar
arrangement, whereby the Employee will be the
owner of a life insurance policy which will be
collaterally assigned to the Corporation as
security for amounts the Corporation will
contribute for the premium payments.
2. APPLICATION FOR INSURANCE
2.1 The Employee has applied to Phoenix Home Life
Mutual Insurance Company for an Executive
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Equity Life Insurance Plan on the life of the
Employee for $_____________ ("Policy").
3. POLICY OWNERSHIP
3.1 The Employee shall own the Policy and may
exercise all rights of ownership with respect to
it, subject only to the security interest of the
Corporation as expressed in this Agreement and the
collateral assignment of the Policy to the
Corporation.
4. PAYMENT OF PREMIUMS
4.1 On or before the due date of each annual
premium on the Policy, the Corporation will pay to
Phoenix Home Life Mutual Insurance Company an
amount equal to the greater of 80 percent of the
annual premium or the annual premium less the
economic benefit cost received by the Employee (as
measured by the Phoenix Home Life term insurance
rates) for the portion of the insurance which the
beneficiary or beneficiaries named by the Employee
or their transferee would be entitled to receive
if the Employee died
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during the policy year for which the annual
premium is paid.
4.2 On or before the due date of each annual
premium on the Policy, the Corporation will pay to
Phoenix Home Life Mutual Insurance Company, on
behalf of the Employee, the remainder of the
annual premium. This payment will constitute
compensation to the Employee in the form of a
bonus and will be considered paid by the Employee
for purposes of the Assignment (as defined in
Article 5).
4.3 These premium advances by the Corporation
shall apply specifically to annual premiums
due under the Policy up to the Employee's
age of 65. However, additional premium advances
may be made by mutual agreement of the parties.
5. ASSIGNMENT OF POLICY
5.1 The Employee shall collaterally assign the
Policy to the Corporation so as to reflect the
respective interests of the parties under this
Agreement, said collateral assignment
("Assignment") having been executed by the
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parties on the date of this Split Dollar
Agreement, and thus made a part of such Policy and
this Agreement.
6. USE OF DIVIDENDS
6.1 The dividends declared by Phoenix Home Life
Mutual Insurance Company on the Policy will be
used to purchase Option Term with the balance used
to purchase paid-up insurance.
6.2 The dividend option which is specified in
paragraph 6.1 of this Article will not be
terminated or changed without a conforming
amendment to this Agreement and unless such change
is done in accordance with the provisions of Part
D "Joint Rights" section of the Assignment.
7. SURRENDER OF POLICY
7.1 The Employee shall have the sole and
exclusive right to surrender the Policy.
7.2 If the Policy is surrendered, the Employee
shall direct the insurance company in writing to
draw a check payable to the Corporation in an
amount equal to the "Assignee's Cash Value
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Rights", as defined within the provisions of Part
A "Definitions" section of the Assignment.
7.3 If there is a delay in the surrender of the
Policy by either party to this Agreement, and if
such delay results in diminished policy values
being available to either party, neither party to
this Agreement shall hold the insurance company
liable for such diminution in Policy values.
8. DEATH CLAIMS
8.1 Upon the death of the employee, the Corporation
shall have an interest in the proceeds of the
Policy equal to the "Assignee's Death Benefit
Share", as defined within the provisions of Part A
"Definitions" section of the Assignment. The
balance of proceeds remaining shall be paid
directly by the insurance company to the
beneficiary or beneficiaries designated in the
Policy.
9. TERMINATION OF AGREEMENT
9.1 This Agreement shall terminate upon surrender
of the Policy by the Employee or upon
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thirty (30) days' written notice of termination
given by either party to the other by registered
mail at the party's last known address.
9.2 Prior to termination of this Agreement, the
Employee shall direct the insurance company in
writing to draw a check payable to the Corporation
for an amount equal to the "Assignee's Cash Value
Interest", as defined within the provisions of
Part A "Definitions" section of the Assignment.
Upon receipt of this amount, the Corporation shall
release the security interest of the Corporation
expressed in this Agreement and the Assignment.
10. SPECIAL PROVISIONS
The following provisions are part of this Plan and
are intended to meet the requirements of the
Employee Retirement Income Security Act of 1974:
10.01 - The named fiduciary: The Secretary
of the Company
10.02 - The funding policy under this Plan
is that all premiums on the Policy
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be remitted to the Insurer when due.
10.03 - Direct payment by the Insurer is
the basis of payment of benefits
under this Plan, with those
benefits in turn being based on the
payment of premiums as provided in
the Plan.
10.04 - For claims procedure purposes, the
"Claims Manager" shall be the
Secretary of the Company.
(a) If for any reason a claim for
benefits under this Plan is
denied by the Company, the
Claims Manager shall deliver
to the claimant a written
explanation setting forth the
specific reasons for the
denial, pertinent references
to the Plan section on which
the denial is based, such
other data as may be
pertinent
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and information on the
procedures to be followed by
the claimant in obtaining a
review of his claim, all
written in a manner calculated
to be understood by the
claimant. For this purpose:
(1) The claimant's claim shall
be deemed filed when
presented orally or in
writing to the Claims
Manager.
(2) The Claims Manager's
explanation shall be in
writing delivered to the
claimant within 90 days of
the date the claim is
filed.
(b) The claimant shall have 60
days following his/her
receipt of the denial of the
claim to file with the Claims
Manager a
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written request for review of
the denial. For such review,
the claimant or his/her
representative may submit
pertinent documents and
written issues and comments.
(c) The Claims Manager shall
decide the issue on review and
furnish the claimant with
a copy within 60 days of
receipt of the claimant's
request for review of his/her
claim. The decision on review
shall be in writing and shall
include specific reasons for
the decision written in a
manner calculated to be
understood by the claimant, as
well as specific references to
the pertinent Plan provisions
on which the decision is
based. If a copy of the
decision is
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not so furnished to the
claimant within such 60 days,
the claims shall be deemed
denied on review.
11. AMENDMENT AND BINDING EFFECT
11.1 This embodies all agreements by the parties
made with respect to the Policy. The Agreement
shall not be modified or amended except by a
writing signed by the parties. The Agreement
shall be binding upon the parties, their heirs,
legal representatives, successors and assigns.
12. GOVERNING LAW
12.1 This Agreement shall be subject to and shall
be construed under the laws of the State of Ohio.
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Executed by the parties at Cincinnati, Ohio, as of June 1, 1995.
NATIONAL SANITARY SUPPLY COMPANY
________________________ By: __________________________
Witness Signature, Corporate Title
________________________ By: ___________________________
Witness Employee/Insured
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SCHEDULE TO EXHIBIT 10.19
NAME POSITION POLICY FACE AMOUNT
Xxxxxxx X. Xxxxxxxxx Executive Vice President $1,220,000
W. Xxxxxx Xxxxxxx Executive Vice President 1,000,000
Xxxx X. Xxxxxx Vice President, Chief
Financial Officer and
Treasurer 760,000
Xxxxxx X. Xxxxxxx, Xx. Vice President-Marketing 600,000
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