EXHIBIT 10(t)
SPLIT-DOLLAR AGREEMENT
This Agreement made this 3rd day of April, 1992, by and between THE STATE BANK
OF DEFIANCE, Defiance, Ohio, (hereafter the "Bank") and Xxxxxx X. Xxxxxxxx
(hereafter the "Employee").
WITNESSETH:
WHEREAS, in consideration for the contemplated services of Employee to the Bank,
the Bank desires to assist the Employee in providing life insurance for the
benefit and protection of his family on a split-dollar basis; and,
WHEREAS, the Bank desires to continue to own the insurance policy provided so
the Bank will have security for the repayment of the amounts which it will
contribute toward payment of the premiums due on the policy;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
agreed between the parties hereto as follows:
I. DEFINITION OF "NET AMOUNT AT RISK": Net Amount at Risk as used herein
shall mean the difference between the death proceeds of the insurance
policy identified in Exhibit A (hereafter the "Policy") and the cash
accumulation account of the Policy, determined at date of death.
II. POLICY TITLE AND OWNERSHIP
The Bank shall be the owner of the Policy on the Employee's life and
may exercise all rights of ownership with respect to the Policy.
III. BENEFICIARY DESIGNATION RIGHTS
The Employee shall have the right to designate in Exhibit A the
beneficiary(s) to receive his share of the proceeds payable on his
death and to elect and change a payment option for such beneficiary(s)
but subject to any right or interest the Bank may have in such proceeds
as provided herein.
IV. PREMIUM PAYMENT METHOD
The Bank agrees to remit to the Insurer the entire premium amount when
due.
V. DIVISION OF DEATH PROCEEDS OF THE POLICY
The division of the death proceeds of the Policy is as follows:
A. The Employee's beneficiary(s), designated in accordance with
Paragraph III, shall be entitled to a sum equal to two (2)
times either the Employee's annual salary at death, if
actively employed, or final annual salary, if retired, less
$50,000. Such sum shall not exceed the Net Amount at Risk in
the Policy as of the date of Employee's death. Said annual
salary or final annual salary shall include all base salary
received by the Employee from all corporations owned by Rurban
Financial Corp.
B. The Bank shall be entitled to the remainder bf the death
proceeds less any loans on the Policy and unpaid interest or
cash withdrawals previously incurred by the Bank.
VI. DISTRIBUTION OF THE POLICY CASH SURRENDER VALUE
The Bank shall be entitled to the Policy's net cash surrender value, as
defined in the Policy, should a surrender occur.
VII. TERMINATION OF AGREEMENT
This Agreement shall terminate if the Employee terminates his
employment with the Bank prior to his Early Retirement Date as
specified in the Employee's Stock Ownership Plan of Rurban Financial
Corp.
VIII. AGREEMENT BINDING UPON PARTIES
This Agreement shall bind the Employee and the Bank, their heirs,
successors, personal representatives and assigns.
IX. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
Xxxxx X. Xxxx is hereby designated the "Named Fiduciary" until
resignation or removal by the Board of Directors of the Bank. The Named
Fiduciary, shall be responsible for the management, control and
administration of the Split Dollar Plan as established herein. The
Named Fiduciary may allocate to others certain aspects of the
management and operation responsibilities of the Plan including the
employment of advisors and the delegation of any ministerial duties to
qualified individuals.
X. FUNDING
The funding policy for this Plan shall be to maintain the Policy in
force by paying all premiums required, when due.
XI. AMENDMENT
This Split Dollar Plan may be amended at any time and from time to time
by a written instrument executed by the Employee and the Bank.
XII. BASIS OF PREMIUM PAYMENTS AND BENEFITS
Payments to and from the Plan established herein shall be in accordance
with the provisions of paragraphs II through VI, inclusive.
XIII. CLAIMS PROCEDURE
Claim forms or claim information as to the subject Policy can be
obtained by contacting:
Xxxxxx & Xxxxxxx Financial Services, Inc.
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(Agent or Agency)
When the Named Fiduciary has a claim which may be covered under the
provisions described in an insurance Policy, he or she should contact
the office or the person named above who will either complete a claim
form and forward it to an authorized representative of the Insurer or
advise the Named Fiduciary what further requirements are necessary. The
Insurer will evaluate the claim and make a decision as to payment
within 90 days of the date the claim is received by the Insurer. If the
claim is payable, a benefit check will be issued to the Named Fiduciary
and forwarded through the office or person named above.
In the event that a claim is not eligible under a Policy, the Insurer
will notify the Named Fiduciary of the denial. Such notification will
be made in writing within 90 days of the date the claim is received and
will be transmitted through the office or person named above. The
notification will include the specific reasons for the denial as well
as specific reference to the policy provisions upon which the denial is
based. The Named Fiduciary will also be informed as to the steps which
may be taken to have the claim denial reviewed.
A decision as to the validity of a claim will ordinarily be made within
10 working days of the date the claim is received by the Insurer.
Occasionally, however, certain questions may prevent the Insurer from
rendering a decision on the validity of the claim within the specific
90-day period. If this occurs, the Named Fiduciary will be notified of
the reasons for the delay as well as the anticipated length of the
delay, in writing and through the office or person named above. If
further information or other material is required, the Named Fiduciary
will be so informed.
If the Named Fiduciary is dissatisfied with the denial of the claim or
the amount paid, he or she has 60 days from the date he or she receives
notice of a claim denial to file his or her objections to the action
taken by the Insurer. If the `Named Fiduciary wishes to contest a claim
denial, he or she should notify the person or office named above who
will assist in making inquiry to the Insurer. All objections to the
Insurer's actions should be
in writing and submitted to the person or office named above for
transmittal to the Insurer.
The Insurer will review the claim denial and render a decision on such
objections. The Named Fiduciary will be informed in writing of the
decision of the Insurer within 60 days of the date the claim request is
received by the Insurer. This decision will be final. Once a decision
has been rendered as to the distribution of Policy proceeds under the
claim procedure described above, claims for any benefits due under the
Plan or the surrender of a Policy may be made in writing by the Bank or
the Bank's designated representative and Employee or his designated
beneficiary, as the case may be, to the Named Fiduciary. In the event a
claim for benefits is wholly or partly denied or disputed, the Named
Fiduciary shall, within a reasonable period of time after receipt of
the claim, notify the Bank or the Bank's designated representative and
Insured or his designated beneficiary, as the case may be, of such
total or partial denial or dispute listing:
A. The specific reason or reasons for the denial or dispute;
B. Specific reference to pertinent plan provisions upon which the
denial or dispute is based;
C. A description of any additional 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 review procedure. Within 60 days
of denial or notice of claim under the Plan, a claimant may
request that the claim be reviewed by the Named Fiduciary in a
full and fair hearing. A final decision shall be rendered by
the Named Fiduciary within 60 days after receipt of request
for review.
XIV. SEVERABILITY AND INTERPRETATION
If a provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions shall nonetheless be
enforceable according their terms. Further, in the event that any
provision is held to be over broad as written, such provision shall be
deemed amended to narrow its application to the extent necessary to
make the provision enforceable according to law and enforced as
amended.
XV. INSURANCE COMPANY NOT A PARTY TO AGREEMENT
The Insurer shall not be deemed a party to this Agreement but will
respect the rights of the parties as herein developed upon receiving an
executed copy of this Agreement. Payment or other performance of its
contractual obligations in accordance with Policy provisions shall
fully discharge the Insurer for any and all liability.
Executed at Defiance, Ohio, on this 3rd day of April, 1992.
THE STATE BANK OF DEFIANCE
Xxxxx X. Xxxxxx (witness) By: Xxxxx X. Xxxx, Executive Vice
---------------------------------- President (Title)
Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx
---------------------------------- EMPLOYEE
(WITNESS)
