EXHIBIT 10.14
CERTEGY INC.
EXECUTIVE LIFE AND SUPPLEMENTAL
RETIREMENT BENEFIT PLAN
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
(NEW PARTICIPANT)
THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the "Agreement") is entered
into by and between Certegy Inc. (the "Company"), and _____________________ a
key employee and executive of the Company (the "Participant") effective as of
the _____ day of _____________, 2001 (the "Commencement Date").
WITNESSETH:
WHEREAS, the Participant is a participant in the Executive Life and
Supplemental Retirement Benefit Plan of the Company (the "Plan");
WHEREAS, the Company is willing to make contributions to the life
insurance policy that is owned by the Participant as an additional form of
compensation to the Participant as its employee; and
WHEREAS, the Participant desires to undertake those steps that are
necessary to institute his participation in the Plan, including executing the
Participant Agreements.
NOW, THEREFORE, in consideration of these factors and the mutual
covenants contained in this Agreement, the Company and the Participant mutually
agree as follows:
ARTICLE I -- DEFINITIONS
The following terms shall have the meanings ascribed to them below for
purposes of this Agreement. Other capitalized terms used herein and not defined
herein shall have the meanings ascribed to them in the Plan:
"COLLATERAL ASSIGNMENT" means the assignment in a form acceptable to
the Insurer and the Company, by and from the Participant to the Company, as the
same may be modified, amended, supplemented, restated or extended from time to
time, pursuant to which the Participant assigns the Policy and the Policy
Proceeds to the Company to secure the Participant's obligation to repay the
Secured Amount to the Company.
"COMPANY PREMIUMS" means at any point in time the aggregate sum of all
premium payments (whether made pursuant to the terms of the Policy or called for
and due under this Agreement) then or theretofore actually paid by the Company
to the Insurer and credited to the Policy.
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"INSURER" means the insurance company listed on Exhibit A, and its
successors and assigns.
"POLICY" means the policy or policies of life insurance (more
particularly described in Exhibit A) issued by the Insurer on the life of the
Participant and legally owned by the Participant, together with any and all
supplements, endorsements and amendments thereto.
"POLICY DEATH BENEFIT" means at any point in time the total proceeds of
the Policy payable when it becomes a claim at death.
"POLICY PROCEEDS" means any and all proceeds of any type of, from or
under the Policy, including (i) the cash surrender value of the Policy, (ii) any
and all proceeds of the Policy payable when it becomes a claim at death,
maturity or otherwise, and (iii) distributions or shares of surplus, dividends,
deposits or additions to the Policy, now or hereafter made thereunder or
apportioned thereto.
"ROLLOUT DATE" has the meaning given to it in Section 7.01.
"SECURED AMOUNT" has the meaning given to it in Section 3.03.
ARTICLE II - APPLICATION FOR POLICY
The Participant has applied to the Insurer for the Policy and the
Participant with the assistance of the Company will take all reasonable and
necessary steps to cause the Policy to be issued. The Policy shall provide the
Participant a death benefit equal to the amount determined in the sole
discretion of the Plan Administrator or the Company's Chief Executive Officer.
Such death benefit shall be listed on Exhibit A as the "Participant Death
Benefit." The Policy shall at all times be subject to the terms of this
Agreement and the Plan.
ARTICLE III -- POLICY INTERESTS
3.01 OWNERSHIP OF POLICY. The Policy shall be owned by and legal
title shall be held by the Participant. Unless otherwise provided by this
Agreement, the Company shall have no legal, equitable or beneficial right, title
or interest in and to the Policy, except to the extent of the lien on and
security interest in the Policy and the Policy Proceeds created under the
Collateral Assignment.
3.02 COLLATERAL ASSIGNMENT. The Participant shall execute together
with this Agreement the Collateral Assignment documenting the Company's lien on
and security interest in the Policy and the Policy Proceeds.
3.03 SECURED AMOUNT. Subject to the next two sentences, the amount
that is secured (the "Secured Amount") by the Collateral Assignment and
repayable to the Company upon the occurrence of the Rollout Date shall (a) if
the Rollout Date is triggered by the death of the Participant, be equal to the
excess of the Policy Death Benefit over the Participant Death Benefit (as listed
in Exhibit A) or (b) if the Rollout Date is triggered by any other event, be
equal to the
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lesser of the Policy's cash surrender value or the Company Premiums.
Notwithstanding the preceding sentence, if the Participant's employment with the
Company is terminated for Cause or if the Participant's employment with the
Company is terminated (voluntarily or involuntarily) when the Participant is not
vested in his or her Policy pursuant to Section 3.04, then the Secured Amount
shall be equal to the cash surrender value of the Policy. Further, in all cases,
the then current outstanding dollar amount, if any, that the Company has
borrowed from the Policy pursuant to terms of this Agreement and the Policy
shall reduce the Secured Amount.
3.04 VESTING. The Participant shall not become vested in his or her
Policy until the occurrence of the third anniversary of the Participant's
Commencement Date. The Participant shall only receive credit towards becoming
vested in his or her Policy, while the Participant is actively employed by the
Company; provided, however the Participant shall continue to receive vesting
credit towards his or her Policy after termination of employment, if (a) the
Participant's employment with the Company is terminated as a result of
Retirement, job elimination, Good Reason or becoming Permanently Disabled and
(b) the Participant is not engaged in a Competitive Activity.
ARTICLE IV - PAYMENT OF PREMIUMS
From and after the Commencement Date, the Company shall pay all premium
payments as they become due under the terms of the Policy. The Company's
obligation to pay such premiums shall cease at the end of the premium payment
schedule, or if earlier, upon the occurrence of any one of the following events:
(a) the Participant's termination of employment with the Company
for any reason, other than a termination of employment on account of Retirement,
Good Reason or becoming Permanently Disabled;
(b) the Participant engaging in a Competitive Activity during the
one-year period following his or her termination of employment;
(c) the occurrence of the Rollout Date; or
(d) the termination of the Plan.
ARTICLE V - COMPANY RIGHTS
In addition to any other rights provided by this Agreement, the Company
shall have the following rights with respect to the Policy:
(a) The Company shall have a lien on and security interest in the
Policy and the Policy Proceeds pursuant to the Collateral Assignment;
(b) The Company shall have the right, without the Participant's
consent, to assign or otherwise transfer any or all of its right, title and
interest in and to this Agreement, the Collateral Assignment, the Policy and the
Policy Proceeds, absolutely or as collateral security to any person
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or entity (including the Insurer or an affiliate of the Company) as determined
in the discretion of the Plan Administrator;
(c) The Company shall have the right to repayment of the Secured
Amount upon the Rollout Date;
(d) The Company shall have the right to borrow or withdraw from
the cash surrender value of the Policy according to the Policy provisions an
aggregate amount not to exceed (i) the Policy's cash surrender value for periods
before the Participant is vested in the Policy pursuant to Section 3.04 and (ii)
the Company Premiums for all periods after the Participant becomes vested in the
Policy;
(e) The Company shall have the right to exercise all investment
direction rights under the Policy while the Participant is not vested in his or
her Policy pursuant to Section 3.04, and at any time thereafter upon ten (10)
days advance written notice to the Participant, but only if the Company
determines that it is necessary to assume authority over the investment
direction in order to protect its interest in the repayment of the Secured
Amount; and
(f) The Company shall have the right to terminate or otherwise
restrict the Participant's rights to borrow or withdraw funds from the Policy
under Article VI(b), if the Company determines in good faith that such action is
desirable to avoid (or lessen) the taxation of earnings in the Policy to the
Participant during the period prior to the Rollout Date. In the event the
Company terminates or restricts such rights of the Participant, the Company may
take appropriate steps to unwind any existing loans taken by the Participant.
ARTICLE VI - PARTICIPANT RIGHTS
In addition to any other rights provided by this Agreement and the
Policy, the Participant shall have the following rights with respect to the
Policy:
(a) The Participant shall have the right to all investment
direction authority (as modified by clause (e) of Article V) under the Policy
after the Participant becomes vested therein pursuant to Section 3.04;
(b) Unless terminated or restricted by the Company as provided in
Article V, for periods after the Participant becomes vested in the Policy
pursuant to Section 3.04, the Participant shall have the right to borrow or
withdraw from the cash surrender value of the Policy an aggregate amount not
greater than one half of the cash surrender value in excess of the Company
Premiums determined at the time of the loan or withdrawal. For periods before
the Participant is vested in the Policy pursuant to Section 3.04, the
Participant shall not have the right to borrow against or withdraw from the
Policy;
(c) The Participant shall have the right to designate and change
the beneficiary (or beneficiaries) of the Policy;
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(d) The Participant shall have the right to select optional
methods of repayment with regard to the Secured Amount as provided by Section
7.03; and
(e) The Participant shall have the right to transfer to another
person or entity all or a portion of the Participant's right, title and interest
in and to the Policy, subject in all cases to the Plan and this Agreement, the
Collateral Assignment and prior written notice to the Company.
ARTICLE VII - ROLLOUT DATE AND REPAYMENT OF SECURED AMOUNT
7.01 ROLLOUT DATE. This Agreement shall remain in effect from and
after the Commencement Date until it terminates upon the earliest of the
following events to occur (each a "Rollout Date"):
(a) The later of (i) the fifteenth anniversary of the
Participant's Commencement Date, or (ii) Participant's attainment of age sixty
(60);
(b) The Participant's termination of employment from the
Company other than on account of (i) Retirement, (ii) becoming Permanently
Disabled, (iii) Good Reason or (iv) a job elimination;
(c) The termination of the Participant's employment by
the Company for Cause;
(d) The Participant engaging in a Competitive Activity
during the one-year period following his or her termination of employment;
(e) The termination of the Plan;
(f) Prior to a Change in Control, the date the Company,
in its sole discretion, voluntarily elects to terminate this Agreement; or
(g) The death of the Participant.
7.02 REPAYMENT OF SECURED AMOUNT UPON DEATH OF PARTICIPANT. Upon
termination of this Agreement pursuant to Section 7.01(g) (i.e., the death of
the Participant), the Participant agrees that the Insurer, upon written demand
therefor by the Company following the death of the Participant, will pay to the
Company from the Policy Proceeds an amount equal to the Secured Amount. The
balance of the Policy Proceeds shall be paid to the beneficiary or beneficiaries
designated to receive such balance in accordance with the terms of the Policy.
7.03 REPAYMENT OF SECURED AMOUNT IN CIRCUMSTANCES OTHER THAN DEATH.
Upon termination of this Agreement pursuant to Section 7.01(a), 7.01(b),
7.01(c), 7.01(d), 7.01(e) or 7.01(f), the Participant shall, and hereby agrees
to, repay to the Company the Secured Amount using one of the methods in the
Participant's discretion as follows:
(a) by directing the Insurer to withdraw and pay the
Secured Amount to the Company from the Policy Proceeds;
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(b) by taking a loan on the Policy equal to the Secured
Amount and paying such loan proceeds to the Company; or
(c) by making a payment to the Company from the
Participant's separate funds equal to the Secured Amount;
provided, that if the Participant fails to make an election of one of
the above methods and to repay to the Company the Secured Amount within thirty
(30) days following the termination of this Agreement, the Company will elect
the repayment method (and obtain the Secured Amount from the Policy Proceeds)
from among the methods described in clause (a) or (b) of this sentence.
Notwithstanding anything to the contrary, if this Agreement and the Collateral
Assignment shall have been assigned as provided in Article V(b), and provided
the Participant has been given notice thereof, the payments or transfer to be
made in satisfaction of the Participant's repayment obligations hereunder shall
be distributed or made in accordance with the instruments evidencing or
governing the terms of such assignment for application to the obligations and
indebtedness secured thereby in order of priority established by such
instruments.
7.04 AFTER REPAYMENT OF SECURED AMOUNT. After this Agreement
terminates and the Secured Amount is repaid to the Company pursuant to this
Article, the Company shall release the Collateral Assignment, thereby restoring
in the Participant all rights with respect to the Policy.
ARTICLE VIII - MISCELLANEOUS
8.01 AGREEMENT SUBJECT TO THE PLAN. The terms and provisions of
this Agreement shall at all times be subject to the terms and provisions of the
Plan. If any terms or provisions of this Agreement shall conflict with the terms
or provisions of the Plan, the terms and provisions of the Plan shall control.
8.02 BINDING EFFECT. This Agreement and the rights and obligations
herein shall inure to the benefit of and bind the heirs, legal representatives,
successors and assigns of the parties hereto, including successors of the
Company resulting from a direct or indirect purchase, merger, acquisition,
consolidation, affiliation or other corporate restructuring.
8.03 AMENDMENT OF AGREEMENT. The terms and provisions of this
Agreement may be amended by the Company in its sole discretion at any time;
provided, however, (a) any amendment to this Agreement that imposes new
responsibilities on the Participant must be by mutual agreement of the
Participant and the Company, and shall be in writing and signed by the
Participant and the Company and (b) the Company's power to amend this Agreement
shall be subject to the Plan restrictions on the Company's power to amend the
Plan.
8.04 GOVERNING LAW. This Agreement shall be subject to and governed
by the laws of the State of Georgia, without regard to choice of law or conflict
of law principles, except to the extent such laws shall be superceded by the
laws of the United States.
8.05 GENDER, NUMBER AND EXAMPLES. Except where otherwise indicated
by the context, in this Agreement, the singular or plural number and the
masculine, feminine or neuter
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gender shall be deemed to include the other. Whenever an example is provided or
the text uses the term "including" followed by a specific item or items, or
there is a passage having a similar effect, such passage of this Agreement shall
be construed as if the phrase "without limitation" followed such example or term
(or otherwise applied to such passage in a manner that avoids limitation on its
breadth of application).
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement is executed effective as of the
Commencement Date.
CERTEGY INC.
By:
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Name:
Title:
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Participant
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SPLIT DOLLAR LIFE INSURANCE AGREEMENT
EXHIBIT A
LIFE INSURANCE BENEFIT
Insurer:
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Policy Number:
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Effective Date of Policy:
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Participant Death Benefit: $
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