AGREEMENT TO TERMINATE SPLIT-DOLLAR AGREEMENT
EXHIBIT
10.2
AGREEMENT
TO TERMINATE SPLIT-DOLLAR AGREEMENT dated as of the 18th
day of October,
2007, between SID TOOL CO., INC. (the "Employer"), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
individually, and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Trustees"),
as
Trustees of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1991 INSURANCE TRUST AGREEMENT dated November
1, 1991, between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Settlor, and ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇▇, as the original Trustees (the "Trust").
W
I T
N E S S E T H
WHEREAS:
A. The
parties hereto entered into a split-dollar life insurance agreement dated June
22, 1995 (the "SDA"), pursuant to which the Employer agreed to assist the Trust
in the payment of premiums due on Guardian Life Insurance Company Policy No.
3165992 (the "Policy");
B. In
consideration of the Employer's agreement to assist the Trust in the payment
of
premiums due on the Policy, the Trust, as sole owner of the Policy, agreed
to
assign to the Employer certain specific rights in and to the Policy by a
separate collateral assignment for the Policy (collectively, the "Collateral
Assignments");
C. Section
6.A.(ii) of the SDA provides that the SDA shall terminate with respect to the
Policy, upon delivery of written notice of termination by the Trust to the
Employer;
D. The
Trustees provide that this Agreement shall constitute a written notice of
termination of the SDA and the Employer acknowledges receipt of such notice;
and
E. The
Trustees, solely in their capacity as trustees of the Trust and not in their
individual capacities, have paid to the Employer an amount equal to the lesser
of (i) the "Aggregate Employer Premiums Paid" (as defined in the SDA) or (ii)
the "Cash Surrender Value" (as defined in the SDA) of the Policy at the time
of
such payment (computed without regard to any policy loans then outstanding)
(the
"Payment"), and the parties hereto desire to terminate the SDA.
NOW,
THEREFORE, in consideration of the mutual promises made by each party
to the other, and of the mutual agreements contained herein, the parties hereto
agree as follows:
1. Recitals. The
above recitals are incorporated herein by reference as though fully set forth
at
length.
2. Payment
of Employer's Interest in the Policies. It is
acknowledged that the Trustees, solely in their capacity as trustees of the
Trust and not in their individual capacities, have delivered to the Employer
funds representing the Payment. The Payment subject to the SDA is
$193,884.40.
3. Termination
of the Split-Dollar Agreement. The parties hereto agree
that:
(a) the
SDA is hereby
terminated and is of no further force or effect;
(b) the
payment by the
Trustees to the Employer of the Payment with respect to the Policy constitutes
full and complete satisfaction of the Employer's rights in and to the Policy;
and
(c) as
of the date
hereof, there are no other split-dollar life insurance agreements between the
parties in effect.
4. Release
of Collateral Assignment. The Employer hereby agrees to
execute such documents as may be reasonably required by the Trustees to release
the Collateral Assignments.
5. Release. The
parties hereby release and relieve each other and their respective heirs,
executors, administrators, personal representatives, successors and assigns
from
any and all obligations and liabilities under and in connection with the
SDA.
6. Choice
of Law. This Agreement shall be governed by the internal
law of the State of New York, without reference to principles of conflict of
laws.
7. Benefit. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto, and to their respective successors and assigns.
8. Entire
Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the transactions contemplated
hereby and supersedes all prior agreements, arrangements and understandings
relating to the subject matter hereof. This Agreement may be amended
only by a written instrument executed by the parties hereto.
9. Further
Instruments. The parties agree that they shall execute
and deliver any and all additional writings, instruments, and other documents
contemplated hereby or referenced herein and shall take such further action
as
shall be reasonably required in order to effectuate the terms and conditions
of
this Agreement.
10.
Headings. The headings of the sections are
for convenience only and shall not control or affect the meaning or construction
or limit the scope or intent of any of the provisions of this
Agreement.
11.
Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
be an
original but all of which shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties have signed this agreement as of the day
and year first written above.
ATTEST:
EMPLOYER: SID TOOL CO., INC.
/s/
▇▇▇▇
▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
A Duly Authorized Officer
INSURED:
/s/
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
Individually
TRUST: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1991 INSURANCE TRUST AGREEMENT
dated November 1, 1991
By:
/s/
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
By:
/s/
▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee