Exhibit 10.3 (a)
THE FIRST NATIONAL BANK OF BAR BARDOR SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is adopted this ____ day of_______, 2004 by and between
THE FIRST NATIONAL BANK OF BAR HARBOR. a nationally-chartered savings
bank located in Bar Harbor, Maine (the "Company"), and _______________
(the "Executive"). This Agreement shall append the Split Dollar
Endorsement entered into on even date herewith or as subsequently
amended by and between the aforementioned parties.
INTRODUCTION
To reward the Executive for the Executive's years of service to the
Company, the Company is willing to divide the death proceeds of a life
insurance policy on the Executive's life. The Company will pay life
insurance premiums from its general assets.
AGREEMENT
The Company and the Executive agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1. "Beneficiary" means each designated person, or the estate of a
deceased Executive, entitled to benefits, if any, upon the death of the
Executive.
1.2 "Beneficiary Designation Form" means the form established from time
to time by the Company that the Executive completes, signs and returns
to the Company to designate one or more Beneficiaries.
1.3 "Insured" means the Executive.
1.4 "Insurer" means each life insurance carrier in which there is a
Split Dollar Policy Endorsement attached to this Agreement.
1.5 "Normal Retirement Age" means the Executive's 65th birthday.
1.6 "Net Death Proceeds" means the total death proceeds of the Policy
minus the cash surrender value.
1.7 "Policy" means the specific life insurance policy issued by the
Insurer.
1.8 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason
death or an approved leave of absence.
1.8 "Years of Service" means the twelve consecutive month period
beginning on the Executive's date of hire and any twelve (12) month
anniversary thereof, during the entirety of which time the Executive is
an employee of the Company.
Article 2
Policy Ownership/Interests
2.1 Company Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The
Company shall be the direct beneficiary of an amount of death proceeds
equal to the remaining death proceeds of the Policy after the Interest
of the Executive or the Executive's transferee has been paid according
to Section 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of an amount equal to __________________ of
Net Death Proceeds of the Policy. The Executive shall also have the
right to elect and change settlement options that may be permitted.
However, the Executive, the Executive's transferee or the Executive's
beneficiary shall have no rights or interests in the Policy with
respect to that portion of the death proceeds designated in this
section 2.2 upon the Executive's Termination of Employment prior to
Normal Retirement Age.
2.3 Option to Purchase. The Company shall not sell, surrender or
transfer ownership of the Policy while this Agreement is in effect
without first giving the Executive or the Executive's transferee the
option to purchase the Policy for a period of 60 days from written
notice of such intention. The purchase price shall be an amount equal
to the cash surrender value of the Policy. This provision shall not
impair the right of the Company to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company
shall maintain the Policy in full force and effect and in no event
shall the Company amend, terminate or otherwise abrogate the
Executive's interest in the Policy, unless the Company replaces the
Policy with a comparable insurance policy to cover the benefit provided
under this Agreement and the Company and the Executive execute a new
Split Dollar Policy Endorsement or said comparable insurance policy.
The Policy or any comparable policy shall be subject to the claims of
the Company's creditors.
Article 3
Premiums
3.1 Premium Payment. The Company shall pay any premiums due on the
Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Executive based on the life insurance premium
factor for the Executive's age multiplied by the aggregate death
benefit payable to the Executive's beneficiary. The "life insurance
premium factor" is the minimum factor applicable under guidance
published pursuant to IRS Reg. s. 1.61-22(d)(3)(ii) or any subsequent
authority.
3.3 Imputed Income. The Company shall impute the economic benefit to
the Executive on an annual basis.
Article 4
Assignment
The Executive may assign without consideration all of the Executive's
interests in the Policy and in this Agreement to any person, entity or
trust. In the event the Executive transfers all of the Executive's
interest in the Policy, then all of the Executive's interest in the
Policy and in the Agreement shall be vested in the Executive's
transferee, who shall be substituted as a party hereunder and the
Executive shall have no further interest in the Policy or in this
Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the
Policy shall fully discharge it from all claims, suits and demands of
all entities or persons. The Insurer shall not be bound by or deemed to
have notice of the provisions of this Agreement.
Article 6
Claims and Review Procedures
6.1 Claims Procedure. Any person or entity who has not received
benefits under the Agreement that he or she believes should be paid
(the "claimant") shall make a claim or such benefits as follows:
61.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such
claimant within 90 days after receiving the claim. If the Company
determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the
end of the initial 90-day period, that an additional period is required.
The notice of extension must set forth the special circumstances and
the date by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such denial
The Company shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Agreement on which
the denial is based,
(c) A description of any additional information or material necessary
for the claimant to perfect the claim and an explanation of why it is
needed,
(d) An explanation of the Agreement's review procedures and the time
limit applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on
review,
6.2 Review Procedure. If the Company denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by
the Company of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial,
must file with the Company a written request for review.
6.2.2 Additional Submissions - Information Access. The claimant shall
then have the opportunity to submit written comments, documents,
records and other information relating to the claim. The Company shall
also provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the claimant's
claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company
shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Company Response. The Company shall respond in writing
to such claimant within 60 days after receiving the request for review.
If the Company determines that special circumstances require additional
time for processing the claim, the Company can extend the response
period by an additional 60 days by notifying the claimant in writing,
prior to the end of the initial 60-day period, that an additional
period is required. The notice of extension must set forth the special
circumstances and the date by which the Company expects to render its
decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in
writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the claimant.
The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Agreement on which
the denial is based,
(c) A statement that the claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA
regulations) to the claimant's claim for benefits, and
(d) A statement of the claimant's right to bring a civil action under
ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive. However, unless otherwise
agreed to by the Company and the Executive, this Agreement will
automatically terminate upon the Executive's Termination of Employment
prior to Normal Retirement Age.
In the event this Agreement is terminated under this Article 7, the
Company shall not sell, surrender or transfer ownership of the Policy
without first giving the Executive or the Executive's transferee the
option to purchase the Policy for a period of 60 days from written
notice of such intention. The purchase price shall be an amount equal
to the cash surrender value of the Policy.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, executors, administrators
and transferees, and any Policy beneficiary.
8.2 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain
an employee of the Company, nor does it interfere with the Company's
right to discharge the Executive. It also does not require the
Executive to remain an employee nor interfere with the Executive's
right to terminate employment at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Maine,
except to the extent preempted by the laws of the United States of
America.
8.4 Reorganization. In the event of a merger or consolidation with any
other company, or the sale of substantially all of the assets of the
company to another company, such successor company shall assume the
obligations of the Company under this Agreement:
8.5 Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Split Dollar Agreement by one party
to another shall be in writing, shall be signed by the party giving or
making the same, and may be given either by delivering the same to such
other party personally, or by mailing the same, by United States
certified mail, postage prepaid, to such party, addressed to his or her
last known address as shown on the records of the Company. The date of
such mailing shall be deemed the date of such mailed notice, consent or
demand,
8.6 Entire Agreement This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof.
No rights are granted to the Executive by virtue of this Agreement
other than those specifically set forth herein.
Article 9
Administration
9.1 Company Duties. This Agreement shall be administered by the Company
which shall consist of the Board, or such committee or persons as the
Board may choose. The Company shall also have the discretion and
authority to (i) make, amend, interpret and enforce all appropriate
rules and regulations for the administration of this Agreement and (ii)
decide or resolve any and all questions including interpretations of
this Agreement, as may arise in connection with this Agreement.
9.2 Agents. In the administration of this Agreement, the Company may
employ agents and delegate to them such administrative duties as it
sees fit, (including acting through a duly appointed representative),
and may from time to time consult with counsel who may be counsel to
the Company.
9.3 Binding Effect of Decisions. The decision or action of the Company
with respect to any question arising out of or in connection with the
administration, interpretation and application of this Agreement and
the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in this
Agreement.
9.4 Indemnity of Company. The Company shall indemnify and hold harmless
the members of the Company against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with
respect to this Agreement, except in the case of willful misconduct by
the Company or any of its members.
Article 10
Beneficiaries
10.1 Beneficiary. The Executive shall have the right, at any time, to
designate a Beneficiary(ies) to receive any benefits payable under the
Agreement to a beneficiary on the death of the Executive. The
Beneficiary designated under this Agreement may be the same as or
different from the Beneficiary designation under any other Agreement of
the Company in which the Executive participates.
10.2 Beneficiary Designation Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Company or its designated agent. The
Executive's beneficiary designation shall be deemed automatically
revoked if the Beneficiary predeceases the Executive or if the
Executive names a spouse as Beneficiary and the marriage is
subsequently dissolved. The Executive shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Company's rules and
procedures, as in effect from time to time. Upon the acceptance by the
Company of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be cancelled. The Company shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Executive and accepted by the Company prior to the Executive's death.
10.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Company or its designated agent.
10.4 No Beneficiary Designation. If the Executive dies without a valid
designation of beneficiary, or if all designated Beneficiaries
predecease the Executive, then the Executive's surviving spouse shall
be the designated Beneficiary. If the Executive has no surviving spouse,
the benefits shall be made payable to the personal representative of
the Executive's estate.
10.5 Facility of Payment. If the Company determines in its discretion
that a benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of
that person's property, the Company may direct payment of such benefit
to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person. The
Company may require proof of incompetence, minority or guardianship as
it may deem appropriate prior to distribution of the benefit. Any
payment of a benefit shall be a payment for the account of the
Executive and the Executive's Beneficiary, as the case may be, and
shall be a complete discharge of any liability under the Agreement or
such payment amount.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
EXECUTIVE: COMPANY:
THE FIRST NATIONAL BANK
OF BAR HARBOR
_________________________________ By _____________________________
Title __________________________
POLICY ENDORSEMENT
Contract Owner: THE FIRST NATIONAL BANK OF BAR HARBOR
The undersigned Owner requests that the policy shown in the attached
Schedule Page is issued by __________________________________________
(the "Insurer") provided for the following beneficiary designation:
The Definitions and General Provisions on the following page are a part
of this Polity Endorsement.
1. Upon the death of the Insured, proceeds shall be paid in one sum to
the Owner, its successors or assigns, as Beneficiary, to the extent
claimed by said Owner.
2. Any proceeds at the death of the Insured in excess of the amount
paid under the provisions of paragraph I of this Policy Endorsement
shall be paid in one sum in accordance with the written direction of
the Owner, Such direction will be provided to the Insurer at the time
of claim. The Insurer will be protected in relying solely on the Owner
to provide the name(s) of the party(ies) to pay any excess not paid
under paragraph 1. If the Owner fails to provide the name(s) of the
party(ies) at the time of claim, then any proceeds payable under this
paragraph shall be paid in one sum to the Beneficiary.
3. It is hereby provided that (i) any payment made to the Beneficiary
or other party under paragraph 2 of this Policy Endorsement shall be a
full discharge of the Insurer to the extent thereof (ii) such discharge
shall be binding on all parties claiming any interest under the Policy;
and (iii) the Insurer shall have no responsibility with respect to the
amounts so claimed.
4. It is agreed by the undersigned that this designation shall be
subject in all respects to the contractual terms of the Policy.
The undersigned is signing in a representative capacity for the Owner
and warrants that he or she has the authority to bind the entity on
whose behalf this document is being executed.
Signed at ______________ Maine, this ___ day of ________________, ____
OWNER;
THE FIRST NATIONAL BANK OF BAR HARBOR
By:_______________________________ By: _______________________________
(Signature) (Signature)
_______________________________ _______________________________
(Printed) (Printed)
Title: ___________________________ Title: ________________________
Schedule Page
_____________________________ Life Insurance Policy Subject to Policy
Policy Number Insured
__________________________________ ______________________________
DEFINITIONS
Certain words in this endorsement have special meanings. These words
are:
* Proceeds means the amount payable when the Insured dies. If the
policy provides for periodic payments after the Insured dies,
"proceeds" means the commuted value of the future payments.
* Insurer means the insurance company that issued this policy.
* Lawful children or lawful issue of a person means only the lawful
children born to or adopted by that person.
GENERAL PROVISIONS
Minors. Any money payable to a minor will be paid to the legal guardian
of the minor. Any right given to a minor can be exercised only by the
legal guardian of the minor. But if provided by this designation or by
law, payment will be made to, and any right can be exercised by,
someone other than the minor's legal guardian.
Policy Provisions Apply. The provisions of "Payment Options" ("Optional
Methods of Settlement ") of the policy apply to this designation.
Proof of Lifetime Options. The Insurer will not make any payments under
the lifetime payment options, (Options C, E, or F) until it receives
satisfactory proof of age for each person on whose life payments depend.
If payments depend on the survival of any person, the Insurer can
require satisfactory proof the person is still living before making
further payments.
Withdrawals. If this designation permits withdrawals of less than the
entire proceeds held under Option D or Option A, not more than four
withdrawals may be made in any one calendar year. But if this
designation permits the entire proceeds to be withdrawn then any
balance of the proceeds may be withdrawn at any time.
If a Beneficiary has the right to withdraw the commuted value of Option
B payments, he or she shall have the right to place that commuted value
under any other payment option (Optional Methods of Settlement).
Final Payment. Upon the death of the last person who would have a right
to receive option payments, the Insurer will make one sum payment to
the estate of that person unless otherwise provided. Under Options A
and D, this final payment will be any unpaid balance. Under Option B,
it will be the commuted value of any future payments. Under Options C
and E, it will be the commuted value of any guaranteed future payments.
Because Option F provides no guaranteed payments, there will be no one
sum final payment.
Proof of Decisions. The Insurer must decide matters of fact in
administering the terms of this endorsement. When making these
decisions, the Insurer may require proof satisfactory to it, by
affidavit or other written evidence. If the Insurer makes a decision
based on this proof it will have no further liability under the policy
in connection with the decision
Trust and Other Agreements. The Insurer is not responsible for carrying
out the terms of any trust or any agreement outside of this policy. Its
only responsibility is to perform according to the terms of the policy.
