EXHIBIT 10.5
STATE OF NORTH CAROLINA
COUNTY OF BUNCOMBE
SPLIT-DOLLAR LIFE
INSURANCE AGREEMENT
This Agreement is made and entered into this the 1st day of
July, 1992, by and between BLUE RIDGE PRINTING COMPANY, a North
Carolina corporation, having its principal place of business in
Asheville, North Carolina (hereinafter called the "Employer"), and
XXXXX X. XXXXXX, XX., of Buncombe County, North Carolina
(hereinafter called the "Employee"):
WHEREAS, the life of Employee is insured under Policy No.
8,707,412 (the "Policy") issued by Massachusetts Mutual Life
Insurance Company (the "Company"), which Policy is now owned by
Employee; and
WHEREAS, Employer wishes to help Employee provide insurance on
Employee's life for the benefit and protection of such
beneficiaries as may be designated from time to time by Employee,
by contributing toward payment of the premiums as and when due on
said Policy; and
WHEREAS, the Policy will be assigned by Employee to Employer
as security for the repayment of all amounts which Employer will
contribute toward payment of the premiums due on the Policy, as
hereinafter provided;
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NOW, THEREFORE, in consideration of the mutual covenants
contained herein, it is agreed between the Parties hereto as
follows:
1. Ownership of Policy. Employee shall own and may exercise
all the rights of ownership with respect to the Policy except as
otherwise provided herein and except as denoted in the assignment
of the Policy to Employer as hereinafter provided for.
2. Election of Dividend Option. All dividends declared by
the Company on the Policy shall be applied to purchase additional
paid up insurance on the life of Employee; provided, however, that
this election may be hereafter from time to time modified by
Employee or his assignee.
3. Payment of Premiums on Policy. On or before the date of
each premium hereafter becoming due on the Policy, the Employer
will pay to the Company the full amount of said premiums.
4. Employee's Obligation to Employer. Employee shall be
obligated to repay to Employer the amount which Employer has
heretofore paid or hereafter pays to the Company as premiums on the
Policy under Paragraph 3 above, less that portion of each year's
premium taxable to Employee under the lower of (i) Internal Revenue
Service Table PS-58 or (ii) the cost of a one-year term insurance
policy on Employee assuming non-rated insurability as being taxable
income to employee. The obligation of Employee to Employer shall
be payable as provided in Paragraph 7 and 9 of this Agreement.
5. Assignment or Termination of Policy. Employee will
execute an Assignment, in form attached hereto as Exhibit "A", of
the Policy in favor of Employer as security for the repayment of
the amount which Employer will pay to the Company under Paragraph
3 above. This Assignment will not be altered or changed without
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the consent of Employer. Employer shall not be entitled to charge
Employee with interest for premiums paid by the Employer pursuant
to Paragraph 3 of this Agreement nor for interest on any loans
obtained by Employer against the cash value of the Policy.
6. Additional Policy Benefits and Riders. Employee may, at
his expense, add any available rider to the Policy for his own
benefit.
7. Death Claims. When Employee dies, Employer shall be
entitled to receive a portion of the death benefits provided under
the Policy. The amount to which Employer will be entitled shall be
the amount specified in Paragraph 4 above. The receipt of this
amount by Employer shall constitute satisfaction of Employee's
obligations under Paragraph 4 of this Agreement.
When Employee dies, the beneficiary or beneficiaries named by
Employee or his assignee shall be entitled to receive the amount of
the death benefit provided under the Policy in excess of the amount
payable to Employer as set out above. This amount shall be paid
under any settlement option elected by Employee or his assignee
under the terms thereof.
8. Termination of Agreement. This Agreement shall terminate
on the occurrence of any of the following events;
A. Cessation of Employer's business;
B. Written notice given by any Party hereto to the other
Parties;
C. Termination of the employment of Employee;
D. Bankruptcy, receivership or dissolution of Employer;
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E. Upon the election of Employee if Employer fails for
any reason to make the contribution required by Paragraph 3 of this
Agreement toward payment of any premium due on the Policy, provided
that any election to terminate this Agreement under this clause
must be made within 90 days after the failure to make the required
contribution occurs; or
F. Repayment in full by Employee of the amounts due
Employer under Paragraph 4 above, provided that upon receipt of
such repayment Employer shall release the Assignment of the Policy
made by Employee pursuant to Paragraph 5 of this Agreement.
9. Disposition of Policy on Termination of Agreement. If
this Agreement is terminated pursuant to Paragraph 8 of this
Agreement, Employee shall have ninety (90) days in which to repay
Employer the amount provided in Paragraph 4 above. Upon receipt of
this amount, Employer shall release the assignment of the Policy.
If Employee does not repay said amount within said ninety (90) days
period, Employer may enforce any rights which it has under the
assignments of the Policy.
10. Amendment of Agreement. This Agreement shall not be
modified or amended except by a writing signed by the Parties
hereto. This Agreement shall be binding upon the heirs,
administrators or executors and the successors and assigns of each
Party to this Agreement.
11. Governing Law. This Agreement shall be subject to and
shall be construed under the laws of the State of North Carolina.
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IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement at Asheville, North Carolina, the day and year first
above written, the Employer by its duly authorized officers.
BLUE RIDGE PRINTING COMPANY
/s/ Xxxxx X. Xxxxxx (SEAL) By: /s/ Xxxxx X. Xxxxxx, Xx.
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XXXXX X. XXXXXX, XX. President
(Employee)
ATTEST: /s/ Xxxxx X. Xxxx
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Secretary
(CORPORATE SEAL)
(Employer)
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