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Exhibit 10(h)
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AMENDED SPLIT-DOLLAR INSURANCE AGREEMENT,
DATED MARCH 23, 1995, BETWEEN
X. X. XXXXX CORPORATION AND XXXXXX X. ZACKS
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AMENDED SPLIT-DOLLAR INSURANCE AGREEMENT
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THIS AMENDED SPLIT-DOLLAR INSURANCE AGREEMENT is executed this
23rd day of March, 1995, by and between X. X. Xxxxx Corporation, an Ohio
corporation (hereinafter called "Corporation"), and Xxxxxx X. Zacks, an
individual residing in Franklin County, Ohio (hereinafter called "Employee").
W I T N E S S E T H:
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WHEREAS, Corporation and Employee entered into a certain
Split-Dollar Insurance Agreement dated September 29, 1989; and
WHEREAS, Corporation and Employee wish to amend and restate
said Split-Dollar Insurance Agreement in its entirety pursuant to the
provisions of paragraph 8 of said Agreement; and
WHEREAS, Corporation is willing, through said Split-Dollar
Insurance Agreement, to continue to assist Employee in the maintenance of life
insurance on the life of Employee by making certain premium payments to
Minnesota Mutual Life Insurance Company ("Insurer") for a certain life
insurance policy owned by Corporation on the life of Employee; and
WHEREAS, the life insurance policy with which this Agreement
deals is Policy Number 1819519 (hereinafter called "the Policy") issued by
Insurer on the life of Employee and is in the original face amount of One
Million Three Hundred Ten Thousand Dollars ($1,310,000).
NOW, THEREFORE, Corporation and Employee agree as follows:
1. Corporation shall be the sole Owner of the Policy and shall
exercise all ownership rights granted to such owner by the terms of the Policy
except as hereinafter provided. Any indebtedness on the Policy shall first be
deducted from the proceeds payable to Corporation. Corporation's right to
borrow against the cash value of the life insurance policy shall be limited to
the amount of premiums paid by Corporation to Insurer which have not been
repaid to Corporation. Also, any collateral assignment made by Corporation
shall be deducted from the proceeds payable to Corporation.
2. The total amount of the annual premium due on the Policy
shall be paid by Corporation to Insurer. Employee shall reimburse Corporation
for a portion of each such premium in an
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amount equal to the one (l) year term cost of the life insurance protection
under the Policy on the life of Employee. For purposes of this Paragraph 2,
the one-year term cost of the life insurance protection under the Policy on the
life of Employee shall be measured by the lower of (a) the PS-58 rate set forth
in Revenue Ruling 55-747 (or the corresponding applicable provision of any
future Revenue Ruling), or (b) the Insurer's current published premium rate for
annually renewable term insurance for standard risks.
3. Policy dividends shall be applied to purchase paid-up
additional insurance protection.
4. In the event that the Policy shall mature as a death
claim while this Agreement remains in force, Employee's designated beneficiary
or beneficiaries shall be entitled to claim from the proceeds payable
thereunder, an amount equal to $1,277,170. If Employee fails to designate a
beneficiary, such amount of the death proceeds shall be paid to Employee's
estate. If Employee assigns his rights hereunder, such amount of the death
proceeds shall be paid to said assignee's designated beneficiary or
beneficiaries. The balance of the death proceeds shall be paid to the
Corporation.
5. This Agreement shall terminate upon the happening of
any of the following events:
(a) By written notice by either party hereto sent by registered
mail to the last known address of the other party; provided,
however, this Agreement may not be terminated by either party
hereto pursuant to this subparagraph (a) while any premium
under the Policy is overdue, and it may not be terminated by
the Corporation without Employee's consent if the Corporation
is obligated to maintain the life insurance contemplated by
this Agreement for the benefit of Employee under any
employment agreement between Corporation and Employee. The
effective date of such termination shall be the date of
mailing; or
(b) By mutual written consent of the parties hereto.
6. In the event of the termination of this Agreement as a
result of the occurrence of any of the events set forth in Paragraph 5,
Employee shall have the option to (a) purchase the Policy from Corporation (or
a representative of Corporation) for an amount equal to the greater of (i) the
cash value of the Policy or (ii) the total premiums paid on the Policy by
Corporation less all amounts of Employee's reimbursement and
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further reduced by the total amount of any existing indebtedness of Corporation
on the cash value of the Policy as of the date of termination; or (b)
relinquish all interest in the Policy.
7. 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. Insurer shall in no way be bound by or be
deemed to have notice of the provisions of this Agreement.
8. Employee shall have the right to assign any part or all
of Employee's interest in the Policy and this Agreement to any person, entity
or trust by execution of a written assignment delivered to Corporation and
Insurer.
9. Corporation and Employee can mutually agree to amend
this Agreement and such amendment shall be in writing and signed by Corporation
and Employee.
10. This Agreement shall bind and inure to the benefit of
Corporation and its successors and assigns; Employee and his heirs, executors,
administrators and assigns; and any Policy beneficiary.
11. 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 named fiduciary: Corporation.
b. The funding policy under this Plan is that all
premiums on the Policy shall be remitted to Insurer when due.
c. Direct payment by Insurer is the basis of
payment of benefits under this Plan, with those benefits in turn being
based on the payment of premiums as provided in the Plan.
d. For claims procedure purposes, the "Claims
Manager" shall be Corporation.
(1) If for any reason a claim for benefits under
this Plan is denied by Corporation, the Claims Manager shall
deliver to the claimant a written explanation setting forth
the specific reasons for the denial, pertinent references to
the Plan section on which the denial is based, such other data
as may be pertinent and information on the procedures to be
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followed by the claimant in obtaining a review of his claim,
all written in a manner calculated to be understood by the
claimant. For this purpose:
(A) The claimant's claim shall be deemed
filed when presented orally or in writing to the
Claims Manager.
(B) The Claims Manager's explanation shall
be in writing delivered to the claimant within 90
days of the date the claim is filed.
(2) The claimant shall have 6O days following his
receipt of the denial of the claim to file with the Claims
Manager a written request for review of the denial. For such
review, the claimant or his representative may submit
pertinent documents and written issues and comments.
(3) The Claims Manager shall decide the issue on
review and furnish the claimant with a copy within 60 days of
receipt of the claimant's request for review of his claim.
The decision on review shall be in writing and shall include
specific reasons for the decision, written in a manner
calculated to be understood by the claimant, as well as
specific references to the pertinent Plan provisions on which
the decision is based. If a copy of the decision is not so
furnished to the claimant within such 60 days, the claim shall
be deemed denied on review.
IN WITNESS WHEREOF, the parties have signed this Amended
Agreement as of the date set forth above.
In the presence of: X. X. XXXXX CORPORATION
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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/s/ Xxxx X. Xxxxx Its: V. P. Finance
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/s/ Xxxxx X. Xxxxx /s/ Xxxxxx X. Zacks
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Xxxxxx X. Zacks
/s/ Xxxx X. Xxxxx
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