1
EXHIBIT 10.18
PLEXUS 2000 10-K
SPLIT-DOLLAR INSURANCE AGREEMENT
THIS AGREEMENT is entered into effective May 1, 2000, by and between
Plexus Corp., a Wisconsin corporation, of Neenah, Wisconsin (hereinafter called
"Employer"), and ____________ (hereinafter called "Employee").
WHEREAS, Employee is a valued employee of Employer and Employer wishes
to retain him in its employ, and
WHEREAS, Employer, as an inducement to such continued employment,
wishes to assist Employee with his personal life insurance program.
NOW, THEREFORE, Employer and Employee agree as follows:
1. The life insurance policy with which the Agreement deals is Policy
Number _______ (hereinafter called "Policy") issued by The Northwestern Mutual
Life Insurance Company (hereinafter called "Insurer") on the life of Employee.
Employee shall be the sole owner of the Policy.
2. The Employer shall, subject to its right to alter or terminate this
Agreement, pay a minimum premium of $13,500 on the Policy and may pay such
additional premium permitted by the Insurer as the Employer may in its
discretion determine.
3. The Policy may, at the Employee discretion, provide a wavier of
premium for disability benefit. If it does so provide, the cost shall be borne
by the Employee and the Employee shall pay that amount to the Employer at the
time the premium is due. The Employer shall remit that amount to the Insurer.
4. Dividends shall be applied to purchase paid-up additional insurance
protection.
2
5. To secure the Employer's share of the premiums paid by it in
paragraph 2 above, the Employee has executed in duplicate original an assignment
of the Policy to the Employer in substantially the form as attached hereto as
Exhibit "A".
6. In the event the Policy becomes a claim by reason for the Employee's
death, the Employer shall have an interest in the proceeds of the Policy equal
to the premiums paid under paragraph 2 of this Agreement less any Policy
indebtedness to the Insurer. The balance, if any, of the proceeds of the Policy
shall be paid directly by Insurer to the beneficiary designated by the Employee.
7. This Agreement may be terminated, subject to the provisions in
paragraphs 8, 9, and 10 below, by the Employee, or Employer with or without the
consent of the other party by giving notice in writing to the other party.
8. In the event of termination of this Agreement as provided in
paragraph 7 above, the Employee shall have the right to repay the Employer
within sixty (60) days of the date of termination an amount equal to the lessor
of (i) the Employer premiums paid under paragraph 2 of this Agreement less any
Policy indebtedness to the Insurer or other indebtedness secured by the cash
value of the Policy or (ii) the cash surrender value of the Policy.
9. If the Employee fails to repay said amount to the Employer within
sixty (60) days of the date of termination of the Agreement pursuant to the
provisions of paragraph 8 above, then unless otherwise agreed to by the Employee
and the Employer, the Employer shall withdraw funds from the Policy first by the
surrender of paid up additions and then at its discretion, through a policy loan
or otherwise, receive payment or credit from the Employee to such an extent that
the Employer has been repaid in full an amount equal to the Employer's premiums
paid under paragraph 2 of the Agreement less any Policy indebtedness to the
Insurer or other indebtedness
2
3
secured by the cash value of the Policy. Upon receipt of such sums the Employer
shall release its Assignment of the Policy and the Employer shall thereafter
have no further interest in the Policy.
10. Any payments under the Policy to the Employer in connection with
the rights granted to Employer in the Assignment referred in paragraph 5 shall
first be made from Policy cash value attributable to the paid-up additional life
insurance purchased by Policy dividends. Employee shall have no interest in the
paid-up additional life insurance protection except to the extent the death
benefit or cash value thereof exceeds the total Employer's share of the premiums
paid.
11. The Insurer shall be bound only by the provisions of and
endorsements on the Policy, and any payments made or action taken by it in
accordance therewith shall fully discharge it from all claims, suits and demands
of all persons whatsoever. It shall in no way be bound by or be deemed to have
notice of the provisions of this Agreement.
12. The Employee shall have the right to assign any part or all of the
Employee's retained interest in the Policy and this Agreement to any person,
entity or trust by execution of a written assignment delivered to the Employer
and to the Insurer.
13. The Employer and the Employee can mutually agree to amend this
Agreement and such amendment shall be in writing and signed by the Employer and
Employee.
14. This Agreement shall bind and inure to the benefit of the Employer
and its successors and assigns; Employee and his heirs, executors,
administrators and assigns; and any Policy beneficiary.
15. Neither the establishment or maintenance of this Agreement, nor any
action of Employer shall be held or construed to confer upon any individual any
right to be continued as an employee of the Employer. The Employer expressly
reserves the right to discharge any employee at any time.
3
4
16. The following provisions are part of this Agreement and are
intended to meet the requirements of the Employee Retirement Income Security Act
of 1974:
(a) The Plan Administrator shall be the Employer (the
"Administrator") unless it shall have appointed some other person, persons or
entity to act as Administrator. The Administrator shall have discretion and
authority to control and manage the operation and administration of this
Agreement and decide all matters arising under the claims procedure described in
subparagraph (d) below.
(b) The funding policy under this Agreement is that all premiums on
the Policy be remitted to the Insurer when due.
(c) Direct payment by the Insurer is the basis of payment of
benefits under this Agreement, with those benefits in turn being based on the
payment of premiums as provided in the Agreement.
(d) For claims procedure purposes, the "Claims Manager" shall be
the Plan Administrator.
(i) If an Employee or his Beneficiary (a "Claimant") is denied
all or a portion of a benefit under this Agreement, he may file a written claim
for benefits with the Administrator. The Administrator or an individual
appointed to act on behalf of the Administrator shall review the claim and
notify the Claimant of the Administrator's decision within ninety (90) days of
receipt of such claim, unless the Claimant receives written notice prior to the
end of the 90-day period stating that special circumstances require an extension
of the time for decision. The Administrator's decision shall be in writing, sent
by mail to the Claimant's last known address, and if a denial of the claim, will
contain the specific reasons for the denial, reference to pertinent provisions
of this Agreement on which the denial is based, a designation of an additional
material necessary to perfect the claim, and an explanation of the claim review
procedure.
4
5
(ii) A Claimant is entitled to request a review of any denial
by the Administrator, by written request to the Administrator within sixty (60)
days of receipt of the denial. (If the Employer is acting as Administrator, such
review shall be to the Employer's Board of Directors or a subcommittee of the
Board.) Absent a request for review within the 60-day period, the claim will be
deemed to be conclusively denied. The Administrator shall afford the Claimant
the opportunity to review all pertinent documents and submit issues and comments
in writing shall render a review decision in writing, all within sixty (60) days
after receipt of a request for review (provided that, in special circumstances
the Administrator may extend the time for decision by not more than sixty (60)
days upon written notice to the Claimant). The Administrator's review decision
shall contain specific reasons for the decision and reference to the pertinent
provisions of this Agreement.
IN WITNESS WHEREOF the parties have signed and sealed this Agreement.
In the presence of Plexus Corp.
--------------------------------- By:-------------------------------
Attest
----------------------------------
(Employee Name)
5
6
EXHIBIT A
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL
1. For Value Received the undersigned hereby assigns, transfers
and sets over to Plexus Corp., 00 Xxxxxxxx Xxxx Xxxxx, X.X. Xxx 000, Xxxxxx,
Xxxxxxxxx 00000-0000 its successors and assigns, (herein called the "Assignee")
Policy No. ___________ issued by
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Milwaukee, Wisconsin
(herein called the "Insurer") and any supplementary contracts issued in
connection therewith (said policy and contracts being herein called the
"Policy"), upon the life of __________ and all claims, options, privileges,
rights, title and interest therein and thereunder (except as provided in
Paragraph 3 hereof), subject to all the terms and conditions of the Policy and
to all superior liens, if any, which the Insurer may have against the Policy.
The undersigned by this instrument agrees and the Assignee by the acceptance of
this assignment agrees to the conditions and provisions herein set forth.
2. It is expressly agreed that, without detracting from the
generally of the foregoing, the following specific rights are included in this
assignment and pass by virtue hereof:
(a) The sole right to collect from the Insurer the net
proceeds of the Policy when it becomes a claim by death or maturity;
(b) The sole right to surrender the Policy and receive the
surrender value thereof at any time provided by the terms of the Policy and at
such other times as the Insurer may allow;
(c) The sole right to obtain one or more loans or advances
on the Policy, either from the Insurer or, at any time, from other persons, and
to pledge or assign the Policy as security for such loans or advances;
1
7
(d) The sole right to collect and receive all distributions
or shares of surplus, dividend deposits or additions to the Policy now or
hereafter made or apportioned thereto, and to exercise any and all options
contained in the Policy with respect thereto; provided, that unless and until
the Assignee shall notify the Insurer in writing to the contrary, the
distributions or shares of surplus, dividend deposits and additions shall
continue on the plan in force at the time of this assignment; and
(e) The sole right to exercise all nonforfeiture rights
permitted by the terms of the Policy or allowed by the Insurer and to receive
all benefits and advantages derived therefrom.
3. It is expressly agreed that the following specific rights, so
long as the Policy has not been surrendered, are reserved and excluded from this
assignment and do not pass by virtue hereof:
(a) The right to collect from the Insurer any disability
benefit payable in cash that does not reduce the amount of insurance;
(b) The right to designate and change the beneficiary;
(c) The right to elect any optional mode of settlement
permitted by the Policy or allowed by the Insurer; but the reservation of these
rights shall in no way impair the right of the Assignee to surrender the Policy
completely with all its incidents or impair any other right of the Assignee
hereunder, and any designation or change of beneficiary or election of a mode of
settlement shall be made subject to this assignment and to the rights of the
Assignee hereunder.
4. The assignment is made and the Policy is to be held as
collateral security for any and all liabilities of the undersigned, or any of
them, to the Assignee, either now existing or that may hereafter arise in the
ordinary course of business between any of the undersigned and the Assignee (all
of which liabilities secured or to become secured are herein called
"Liabilities").
5. The Assignee covenants and agrees with the undersigned as
follows:
2
8
6. That any balance of sums received hereunder from the Insurer
remaining after payment of the then existing Liabilities, matured or unmatured,
shall be paid by the Assignee to the persons entitled thereto under the terms of
the Policy had this assignment not been executed;
(a) That the Assignee will upon request forward without
unreasonable delay to the Insurer the Policy for endorsement of any designation
or change of beneficiary or any election of an optional mode of settlement.
7. The Insurer is hereby authorized to recognize the Assignee's
claims to rights hereunder without investigating the reason for any action taken
by the Assignee, or the validity or the amount of the Liabilities or the
existence of any default therein, or the giving of any notice or the application
to be made by the Assignee of any amounts to be paid to the Assignee. The sole
signature of the Assignee shall be sufficient for the exercise of any rights
under the Policy assigned hereby and the sole receipt of the Assignee for any
sums received shall be a full discharge and release therefor to the Insurer.
Checks for all or any part of the sums payable under the Policy and assigned
herein, shall be drawn to the exclusive order of the Assignee if, when, and in
such amounts as may be, requested by the Assignee.
8. The exercise of any right, option, privilege or power given
herein to the Assignee shall be at the option of the Assignee, but the Assignee
may exercise any such right, option, privilege or power without notice to, or
assent by, or affecting the liability of, or releasing any interest hereby
assigned by the undersigned, or any of them.
9. The Assignee may take or release other security, may release
any party primarily or secondarily liable for any of the Liabilities, may grant
extensions, renewals or indulgences with respect to the Liabilities, or may
apply to the Liabilities in such order as the Assignee shall determine, the
proceeds of the Policy hereby assigned or any amount received on account of the
3
9
Policy by the exercise of any right permitted under this assignment, without
resorting or regard to the other security.
10. In the event of any conflict between the provisions of this
assignment and provisions of the note or other evidence of any Liability, with
respect to the Policy or rights of collateral security therein, the provisions
of this assignment shall prevail.
11. The undersigned declares that no proceedings in bankruptcy are
pending against him and that his property is not subject to any assignment for
the benefit of creditors.
Signed and sealed this day of , 2000.
------ -----------------
-----------------------------
,Owner
-----------
Address:
INDIVIDUAL ACKNOWLEDGMENT
STATE OF )
-------------------------
) ss.
COUNTY OF
-------------------------)
On the day of , 2000, before me personally came
------- ------------------
, to me known to be the individual described in and who executed the
-----------
assignment on the reverse side hereof and acknowledged to me that he executed
the same.
------------------------------------
Notary Public
My commission expires:
-------------------
4
