Split-Dollar Endorsement Agreement
THIS AGREEMENT, made and
entered into this 8th day of October, 2008, by and
between Enfield Federal Savings and Loan Association (hereinafter referred to as
the "Plan Sponsor"), a Federally Chartered Savings and Loan organized and
existing under the laws of the State of Connecticut, and Xxxxx X’Xxxxxx (hereinafter
referred to as the "Employee").
WHEREAS, the Employee has
performed his duties in an efficient and capable manner; and
WHEREAS, the Plan Sponsor is
desirous of retaining the services of the Employee; and
WHEREAS, the Plan Sponsor is
desirous of assisting the Employee in paying for life insurance on his own life;
and
WHEREAS, the Plan Sponsor has
determined that this assistance can best be provided under
a "split-dollar" arrangement; and
WHEREAS, the Plan Sponsor and
the Employee have applied for insurance policies listed below (the
"Policies") issued by various insurance companies (the “Carriers”):
Policy Number Carrier
56313246 New York
Life
WHEREAS, it is now understood
and agreed that this split-dollar agreement is to be effective as of the date
first listed above.
NOW, THEREFORE, for value
received and in consideration of the mutual covenants contained herein, the
parties agree as follows:
ARTICLE
I
"Definitions"
For
purposes of this Agreement, the following terms will have the meanings set forth
below:
“Base Salary” shall mean the
annual cash compensation relating to services performed during any calendar year
payable to an employee for services rendered but excluding any: bonuses;
commissions; overtime pay; incentive Payments; non-monetary awards; relocation
expenses; retainers; directors fees and other fees; severance allowances; pay in
lieu of vacations; employer-provided pensions, retirement, deferred
compensation, welfare, or fringe benefits; insurance premiums paid by the
employer, insurance benefits paid to the Employee or his or her Beneficiary;
stock options and grants; car allowances; and expense reimbursements. Base
Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Employee pursuant to all qualified or
nonqualified plans of the employer and shall be calculated to include amounts
not otherwise included in the employee’s gross income under Sections 125,
402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by the
employer; provided, however, that all such amounts will be included in
Compensation only to the extent that, had there been no such Plan, the amounts
would have been payable in cash to the Participant.
“Cash Surrender Value of the
Policies” will mean the Cash Value of the Policies; plus any dividends
and/or earnings added hereto; and less any Policy Loan Balance.
“Cash Value of the Policies”
will mean the cash value as calculated according to the provisions of
the Policies.
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“Current Loan Value of the
Policies” will mean the Loan Value of the Policies reduced by any
outstanding Policy Loan Balance.
“Loan Value of the Policies”
will mean the amount which with loan interest and Monthly Deductions for the
Cost of Insurance, plus any applicable Surrender Charge, will equal the Cash
Value of the Policies on the next loan interest due date.
“Plan Sponsor's Interest in the
Policies” will be defined in Articles IV and V.
“Policy Loan Balance” at any
time will mean policy loans outstanding plus interest accrued to
date.
ARTICLE
II
"Allocation
of Gross Premium"
The Plan
Sponsor will pay all premiums on the Policies when due, according to the
Schedule of Premiums in the Policies.
ARTICLE
III
"Payment
of Premiums"
Any
premium or portion thereof which is payable by the Employee under any Article of
the Agreement may at the election of the Employee be deducted from the cash
compensation otherwise payable to him and the Plan Sponsor agrees to transmit
that premium or portion, along with any premium or portion thereof payable by
it, to the Carriers on or before the premium due date.
ARTICLE
IV
"Rights
in the Policies"
The
Employee will have the sole right to designate the beneficiary for a specified
amount of the death proceeds of the Policies. The Plan Sponsor will have and may
exercise, except as limited hereinafter, all ownership rights in the Policies.
The Plan Sponsor will not without the written consent of the Employee assign its
rights in the Policies, other than for the purpose of obtaining a loan against
the Policies, to anyone other than the Employee. The Plan Sponsor will not take
any action in dealing with the Carriers that would impair any right or interest
of the Employee in the Policies. The Plan Sponsor will have the right to borrow
from the Carriers, and to secure that loan by the Policies an amount which
together with the unpaid interest accrued thereon, will at no time exceed the
lesser of (a) the Plan Sponsor's Interest in the Policies
and (b) the Loan Value of the Policies.
During
the Employee’s life time “The Plan Sponsor's Interest In The Policies” will
mean, at any time at which the value of such interest is to be determined under
this Agreement, the Cash Value of the Policies at such time, reduced by any then
outstanding Policy Loan Balance with respect to any loans made or charged
automatically against the Policies by the Plan Sponsor.
ARTICLE V
"Rights
to the Proceeds at Death"
Upon the
death of the Employee while this Agreement is in force, the Employee’s named
beneficiary(ies) will be entitled to an amount of the policy proceeds
equal to 100% of the Employee’s 2008 Base Salary based on their annualized rate
of pay as of January 1, 2008 for a total Employee share equal to
$250,000. The remainder of the Policy Proceeds (if any) will be paid
to the Plan Sponsor. Within 60 days after the death of the Employee, the Plan
Sponsor will
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provide
to the “Carriers” a written statement indicating the amount of each policy’s
proceeds the Employee’s beneficiary is entitled to receive.
ARTICLE
VI
"Termination
of Agreement"
This
Agreement may be terminated at any time while the Employee is living by written
notice thereof by either the Plan Sponsor or the Employee to the other; and, in
any event, this Agreement will terminate upon termination of the Employee's
employment.
ARTICLE
VII
"Plan
Management"
For
purposes of the Employee Retirement Income Security Act of 1974, the Plan
Sponsor will be the "Named Fiduciary" and Plan Administrator of the split-dollar
life insurance plan for which this Agreement is hereby designated the written
plan instrument. The Plan Sponsor's board of directors may authorize
a person or group of persons to fulfill the responsibilities of the Plan Sponsor
as Plan Administrator. The Named Fiduciary or the Plan Administrator may employ
others to render advice with regard to its responsibilities under this
Plan. The Named Fiduciary may also allocate fiduciary
responsibilities to others and may exercise any other powers necessary for the
discharge of its duties to the extent not in conflict with the Employee
Retirement Income Security Act of 1974.
ARTICLE
VIII
"Claims
Procedure"
(1) Filing
claims. Any insured, beneficiary or other individual
(hereinafter "Claimant") entitled to benefits under the Plan or under the
Policies will file a Claim request with the Plan Administrator with respect to
benefits under the Plan and with the “Carriers”, with respect to benefits under
the Policies. The Plan Administrator will, upon written request of a
Claimant, make available copies of any claim forms or instructions provided by
the “Carriers” or advise the Claimant where such forms or instructions may be
obtained.
(2) Notification to
Claimant. If a claim request is wholly or partially denied,
the Plan Administrator will furnish to the Claimant a notice of the decision
within 90 days in writing and in a manner calculated to the understood by the
Claimant, which notice will contain the following information:
(a) The
specific reason or reasons for the denial;
(b) Specific
reference to the pertinent Plan provisions upon which the denial is
based;
(c) A
description of any additional material or information necessary for the
Claimant to
perfect the Claim and an explanation
of why such material or information is necessary; and
(d) An
explanation of the Plan's claims review procedure describing the steps to
be taken by
a Claimant who wishes to submit his claim for review.
(3) Review
Procedure. A Claimant or his authorized representative may
with respect to any denied claim:
(a) Request a
review upon written application filed within 60 days after receipt by
the Claimant of notice of the denial of his claim;
(b) Review
pertinent documents; and
(c) Submit
issues and comments in writing
Any
request or submission will be in writing and will be directed to the Named
Fiduciary (or his designee). The Named Fiduciary (or its designee)
will have sole responsibility for the review of any denied claim and will take
all steps appropriate in the light of its findings.
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(4) Decision on
Review. The Named Fiduciary (or its designee) will render a
decision upon review of a denied claim within 60 days after receipt of a request
for review. If special circumstances warrant additional
time, the decision will be rendered as soon as possible, but not later than 120
days after receipt of request for review. Written notice of any such
extension will be furnished to the Claimant prior to the commencement of the
Extension. The decision on review will be in writing and will include
specific reasons for the decision, written in a manner calculated to be
understood by the Claimant, as will as specific references to the pertinent
provisions of the Plan on which the decision is based. If the decision on review
is not furnished to the Claimant within the time limits prescribed above, the
claim will be deemed denied on review.
ARTICLE
IX
"Satisfaction
of Claim"
The
Employee rights and interests, and rights and interests of any person taking
under or through him, will be completely satisfied upon compliance by the Plan
Sponsor with the provisions of the Agreement.
ARTICLE
X
"Amendment
and Assignment"
This
Agreement may be altered, amended or modified, including the addition of any
extra policy provisions, by a written instrument signed by the Plan Sponsor and
the Employee. Either party may, subject to the limitations of Article
IV, assign its interest and obligations under this Agreement, provided, however,
that
any
assignment will be subject to the terms of this Agreement.
ARTICLE
XI
"Possession
of Policies"
The Plan
Sponsor will keep possession of the Policies. The Plan Sponsor agrees
from time to time to make the policies available to the Employee or to the
“Carriers” for the purpose of endorsing or filing any change of beneficiary on
the Policies but the Policies will promptly be returned to the Plan
Sponsor.
ARTICLE
XII
"Governing
Law"
This
Agreement sets forth the entire Agreement of the parties hereto, and any and all
prior agreements, to the extent inconsistent herewith, are hereby
superseded. This Agreement will be governed by the laws of the State
of Connecticut.
ARTICLE
XIII
"Interpretation"
Where
appropriate in this Agreement, words used in the singular will include the
plural and words used in the masculine will include the feminine.
IN WITNESS WHEREOF, the
parties have hereunto set their hand, the Plan Sponsor by its duly authorized
officer, on the day and year first above written.
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/s/ Xxxxx X. X’Xxxxxx
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Employee
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/s/ Xxxxx X. Xxxxxx
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Officer
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