EXHIBIT 10(O)
-------------
SPLIT-DOLLAR INSURANCE AGREEMENT
THIS AGREEMENT is entered into this 5th day of May, 1997, by and between
X.X. XXXXXX COMPANY, a Minnesota corporation, hereinafter called "XXXXXX", and
XXXXX XXXXXX XXXXXXX, as Trustee of the Xxxxxx Xxxxxxxx Irrevocable Trust
Agreement dated May 5th, 1997, hereinafter called "TRUSTEE".
AGREEMENT
XXXXXX and TRUSTEE agree as follows:
1. The life insurance policy with which this agreement deals is Policy Number
0 027 933 (hereinafter called "Policy") issued by Massachusetts Mutual
Life Insurance Company (hereinafter called "Insurer") on the life of Xxxxxx
Xxxxxxxx ("Xxxxxxxx"). Xxxxxx shall be the sole owner of the Policy and
the direct beneficiary of the death proceeds in an amount equal to the cash
value of the Policy. Any indebtedness on the Policy shall first be
deducted from the proceeds payable to Xxxxxx. Also, any collateral
assignment made by Xxxxxx will be deducted from the proceeds payable to it.
As owner Xxxxxx shall have the sole right to designate investment accounts
for the cash value.
2. Trustee shall have the right to designate and change direct and contingent
beneficiaries of any remaining death benefit proceeds and to elect and
change a payment plan for such beneficiaries. Any assignment of the
proceeds by the Trustee shall be limited to such remaining proceeds only.
Xxxxxxxx shall have no rights to the policy.
3. While this Agreement is in effect, Xxxxxx shall pay an annual premium to
the Insurer, on or before the policy anniversary date sufficient to
maintain the policy death benefit. Upon request, Xxxxxx shall promptly
furnish the Trustee with evidence of timely payment of such premium
amounts.
4. At the time of each premium payment by Xxxxxx, the Trustee shall reimburse
Xxxxxx for a portion of the premium paid by Xxxxxx. The amount of the
reimbursement shall equal the value of the economic benefit attributable to
the life insurance provided to the Trustee under this Agreement. Such
economic benefit shall be in an amount equal to the current published
premium rate charged by the Insurer for an initial issue individual one-
year term policy for an insured with an attained age equivalent to
Xxxxxxxx'x.
5. Dividends, if any, shall be applied to purchase paid-up additional
insurance protection.
6. Xxxxxx shall not sell, surrender, change the insured or transfer ownership
of the Policy while this agreement is in effect. Xxxxxx agrees that it
will take no action with respect to the Policy which would in any way
compromise or jeopardize the trustee's right to be paid the amount; if any,
owed it under this Agreement, without the express written consent of the
Trustee. Upon termination of this Agreement, Trustee shall have the option
to purchase the Policy during a period of 60 days from notice to Trustee.
The
purchase price of the Policy shall be the cash value of the Policy as of
the date of transfer to Trustee, less any policy and premium loans and any
other indebtedness secured by the Policy. This restriction shall not
impair the right of the parties to terminate this agreement pursuant to
section 7 hereof.
7. This agreement may be terminated at any time by mutual consent of the
parties. This agreement shall terminate automatically upon termination of
Xxxxxxxx'x employment with Xxxxxx for any reason whatsoever other than
Xxxxxxxx'x death. In the event of termination of the agreement, Trustee
shall have the right to purchase the Policy from Xxxxxx on the same terms
and conditions as specified in section 6 hereof.
8. The 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. In the event that there is any conflict between
the provisions of any endorsement on the Policy and this agreement, this
agreement shall govern the rights, obligations and interests of and between
Xxxxxx and Trustee.
9. The Trustee shall have the right to assign any part or all of the Trustee's
interest in the Policy and this agreement to any person, entity or trust by
execution of a written assignment delivered to Xxxxxx and to the Insurer.
10. Xxxxxx and Trustee can mutually agree to amend this agreement and such
amendment shall be in writing and signed by Xxxxxx and Trustee.
11. This agreement shall be binding on and insure to the benefit of Xxxxxx and
its successors and assigns; the Trustee sand his successors and assigns;
and any Policy beneficiary.
12. This agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF the parties have signed and sealed this agreement.
In the presence of: X.X. XXXXXX COMPANY
/s/ Xxxxx Xxxxxxx By /s/ Xxxxx X. Xxxxx
--------------------------- -----------------------------
Its: V.P. Human Resources
----------------------------
/s/ Xxxxxx Xxxxx /s/ Xxxxx Xxxxxx Xxxxxxx
---------------------------- ------------------------
Xxxxx Xxxxxx Xxxxxxx, as Trustee
of the Xxxxxx Xxxxxxxx Irrevocable
Trust Agreement dated May 5th, 1997
2
