FORM OF SPLIT DOLLAR AGREEMENT FOR EXECUTIVE OFFICERS OF FPL GROUP, INC.
Exhibit 10(s)
FORM OF SPLIT DOLLAR AGREEMENT
FOR EXECUTIVE OFFICERS OF FPL GROUP, INC.
THIS AGREEMENT, made as of this day of by and between FPL GROUP, INC., a Corporation with its principal place of business at 000 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, (hereinafter referred to as the "Corporation"), and [ , (hereinafter referred to as the "Participant")] or [ ________ as Trustees of the __________ Trust (hereinafter referred to as "Trustee" and "Trust," respectively) as established by __________ (hereinafter referred to as the "Participant")].
WHEREAS, the Participant is a valued employee of the Corporation and the Corporation wishes to secure, for itself, the benefits of a continuing association with the Participant; and
WHEREAS, the Participant is expected to perform his or her duties in a capable and efficient manner, resulting in substantial growth and productivity to the Corporation.
[WHEREAS, the Participant has established the above-mentioned Trust for the benefit of the Trust beneficiaries, and which has the power and authority to enter into this Agreement through its properly named Trustee.]
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
INSURANCE COVERAGE 1. The Corporation will enter into one or
more contracts of insurance on the life of the
Participant to be listed on an Exhibit A.
PREMIUM PAYMENTS 2. On or before the due date of each premium
payment on the Policies, or within the grace
period provided therein, the Corporation shall
pay the full amount of the premium to the
insurance company providing the insurance
coverage. The Corporation shall require that
the [Participant] [Trustee] make periodic
contributions in an amount determined from time
to time by the Corporation, and such
contributions shall continue during the
Participant's term of employment and shall
cease at the termination of Participant's
employment. [The Corporation may permit
such contributions to be made by the
Participant on behalf of the Trust.]
BENEFICIARY DESIGNATION 3. Contemporaneously with the execution
of this Agreement, the [Participant] [Trustee]
has executed a Beneficiary Designation form
setting forth the name or names of the
beneficiary or beneficiaries ("Beneficiary")
entitled to receive benefits hereunder. The
[Participant] [Trustee] shall have the right,
from time to time, to change the Beneficiary
by executing a Beneficiary Designation form
and submitting it to the Corporation, or to
irrevocably assign this right to a third party,
which party shall then become subject to the
terms of this Agreement. [Notwithstanding
the above, the Beneficiary Designation of
the Participant's spouse shall automatically
be revoked in the event the marriage is
dissolved between the Participant and such
spouse. However, subsequent to such
automatic revocation, the Participant shall
be permitted to make a new Beneficiary
Designation with respect to the former spouse.]
DEATH BENEFITS 4. The Participant's Beneficiary shall be
entitled to the following as a Death Benefit:
a. In the event of the Participant's death
[prior to Retirement (as defined in
paragraph 5,) or, for Certain Executives (1),
during employment or after Retirement, but
prior to age 65] the Beneficiary shall
receive from the death proceeds of the
Policies an amount equal to two and
one-half times the Participant's current
annual base salary determined as of the
most recent Plan Anniversary Date during
employment; the amount of the benefit
shall then be rounded up to the next
multiple of five hundred dollars ($500.00).
b. In the event of the Participant's death
[after Retirement or, for Certain Executives,
on or after age 65] and prior to
Termination of this Agreement, the
Beneficiary shall receive from the death
proceeds of the Policies an amount [equal
to one-half times the Participant's annual
base salary determined as of Participant's
Retirement or, for Certain Executives,
determined in accordance with a schedule
based on age at time of death; ranging
from 180% at age 65 of Participant's
Base Salary at Retirement to 160% at
age 66, 140% at age 67, 120% at age 68
and 100% at age 69 and thereafter.]
All death proceeds of the Policies
remaining after the payment of Death
Benefits to the Beneficiary shall be
paid directly to the Corporation.
RETIREMENT 5. Retirement shall mean either:
a. for those Participants who were either,
45 years of age or older or who have at
least twenty (20) years of service with
the Corporation as of December 31, 1992,
and were employed by the Corporation as
of December 31, 1992, termination of
employment with the Corporation on or
after attaining the earlier of the
following:
(i) attain age 50 with at least
fifteen (15) years of service;
(ii) attain age 55 with at least
ten (10) years of service;
(iii) attain age 65 with at least
five (5) years of service; or
b. for any other Participant other than
those covered under subparagraph a above,
termination of employment on or after
attaining age 55 with at least ten (10)
years of service.
For purposes of this Agreement, the terms
"years of service" shall have the same
meaning as "Vesting Years of Service,"
as set forth in the Pension Plan for
Employees of Florida Power & Light
Company, as may be amended from time to
time (the "Pension Plan").
PLAN ANNIVERSARY DATE 6. Plan Anniversary Date shall be every
January 1st, subsequent to the date this
Agreement is executed.
TERMINATION OF AGREEMENT 7. a. This Agreement shall terminate upon
the earlier of: (a) the termination
of Participant's employment which does
not qualify as Retirement, and (b) the
later of (i) termination of
Participant's employment which
qualifies as Retirement, (ii) the
completion of ten (10) years from the
date of this Agreement, or (iii)
Participant's age 65.
b. If this Agreement is terminated under
clause (b) of subparagraph (a) above,
the Corporation shall assign all of
its rights, title and interest in the
Policies under this Agreement (i) to
the [Participant] [Trustee], or (ii) to
the owner of the right to receive the
[Participant's] [Trustee's] portion of
the death benefit as set forth in
paragraph 4 above, if that right has
been irrevocably assigned by the
[Participant] [Trustee].
c. At the time of the assignment by the
Corporation under subparagraph (b) above,
the amount of the cash value of the
Policies shall be at least equal to the
sum of the following:
i) using reasonable actuarial
assumptions as of the Termination
of this Agreement, the cash value
necessary to maintain the level of
benefits specified in subparagraph
b of paragraph 4 until the
Participant's age 95; and,
ii) .35 times the difference between the
cash value of the Policies at the
time of assignment under this
paragraph, and the total of all
Participant contributions pursuant
to paragraph 2 above.
OWNERSHIP OF POLICY 8. The Corporation shall be the sole and
absolute owner of the Policies during the
term of this Agreement as set forth in
paragraph 7 above, even though the
Participant may have terminated employment
with the Corporation, and may exercise all
ownership rights granted to the owner
thereof by the terms of the Policies,
except as may be provided herein, provided
however, that the rights and possessions in
the Corporation of such Policies shall
terminate upon the assignment described in
paragraph 7b above. The Corporation shall
keep possession of the Policies. The
Corporation shall have all ownership rights
in the Policies except the right to name a
Beneficiary for the portion of the death
proceeds as set forth in paragraph 4 above,
and such ownership rights shall include,
without limitation, the right to borrow the
cash value of the Policies without the
consent of the [Participant] [Trustee].
STATUS OF AGREEMENT 9. The benefits payable under this Agreement
shall be independent of, and in addition to,
any other employment agreement that may
exist from time to time between the parties
hereto, [or between the Corporation and the
Participant] unless such employment
agreement specifically refers to this
Agreement therein, or any other
compensation payable by the Corporation to
the Participant, whether as salary, bonus
or otherwise. This Agreement shall not be
deemed to constitute a contract of
employment between [the parties hereto] [the
Corporation and the Participant], nor shall
any provision hereof restrict the right of
the Corporation to discharge the Participant,
or restrict the right of the Participant to
terminate his employment, except as to the
vesting of benefits under paragraph 7.
REVOCATION AND AMENDMENT 10. This Agreement may be revoked or be
amended in whole or in part by a written
notice signed by FPL Group, Inc. except that
no change, revocation or amendment shall
effect [the benefits due and payable in
relation to] any Participant who has retired.
CONSTRUCTION 11. This Agreement is a Florida contract and
shall be construed and enforced in
accordance with the laws of the State of
Florida. This Agreement is subject to
certain provisions of Title I of the
Employee Retirement Income Security Act of
1974 ("ERISA") and as such, the Corporation
shall provide the [Participant] [Trustee]
with plan procedures pertaining to claims
by [Participants] [the Trustee] or
Beneficiaries. The Employee Benefit Plans
Administrative Committee, as defined in the
Pension Plan, shall have the sole and
absolute discretion to interpret this
Agreement and its provisions, and the
interpretation by the Employee Benefit Plans
Administrative Committee shall be binding
on all parties. The terms of this
Agreement shall be read so that the singular
shall include the plural and the plural
shall include the singular.
IN WITNESS WHEREOF, the said Corporation has caused this Agreement to be
signed in its corporate name by its duly authorized officer, and properly
attested to, and the said [Participant] [Trustee] has hereunto set his
hand, all as of the day and year first above written.
FPL GROUP, INC.
BY:
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[PARTICIPANT] [TRUSTEE(S)]:
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[NAME]
(1) Executive Officers hired before July 1, 1982 who participated in the Company's old life insurance plan.
