Exhibit 10(a)
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT, executed on the_______day of______19__
by and between OXFORD INDUSTRIES, INC., a Georgia
corporation
(hereinafter referred to as "Oxford"), and _________, an
employee of Oxford (hereinafter referred to as "Employee");
W I T N E S S E T H:
--------------------
WHEREAS, Oxford has purchased from the Northwestern
Mutual Life
Insurance Company Policy Number_________on the Employee's
life
(the "Policy");
NOW THEREFORE, the parties hereby covenant and agree as
follows:
Section 1. Cancellation of Prior Agreement
Oxford and Employee hereby cancel and terminate the
Split-Dollar Insurance and Employee Death Benefit Agreement
dated (NOT APPLICABLE) entered into by and between the
parties, in consideration for the execution of this
Agreement.
Section 2. Ownership of Split-Dollar Life Insurance Policy
Oxford shall own the Policy during the course of
Employee's employment and shall have the exclusive right to
surrender, exchange, cancel, amend or otherwise deal with
the Policy; provided, however, that upon cancellation,
surrender or other termination of the Policy, Oxford shall
refund to Employee the portion of the unearned premium paid
by Employee pursuant to Section 4(b) hereof. Oxford shall
have the exclusive right to elect to borrow against any cash
value of the Policy, and shall have the exclusive right to
receive, deal with, and make any elections regarding the use
of any policy dividends. Except as provided in Sections
3(a) and 3(b) below, Oxford shall have the full and
exclusive right upon Employee's death to all proceeds of the
Policy, including any refund of unearned premiums.
Section 3. Employee's Rights in the Insurance Policy
(a) Employee's Portion of Policy Proceeds.
Subject to the provisions of Section 3(c) for the
termination of Employee's rights to the Policy proceeds, the
portion of the Policy proceeds to which Employee's
beneficiary shall be entitled upon Employee's death shall be
the term portion of the Policy proceeds, determined by
reference to the following schedule:
Beginning
December 31st Employee's Portion
in Year Shown- of Policy Proceeds
1988 $140,000
1989 140,000
1990 140,000
1991 140,000
1992 140,000
1993 150,000
1994 150,000
1995 150,000
1996 150,000
1997 150,000
1998 150,000
1999 150,000
2000 150,000
2001 150,000
2002 150,000
2003 152,000
2004 153,000
2005 154,000
2006 156,000
2007 158,000
2008 160,000
2009 162,000
2010 164,000
2011 167,000
2012 171,000
2013 175,000
2014 180,000
2015 185,000
2016 192,000
2017 200,000
(b) Employee's Rights with Respect to Employee's
Portion of Policy Proceeds. Until such time as Employee's
interest and right in the term portion of the Policy
proceeds terminate pursuant to Section 3(c) hereof, Employee
shall have the right with regard to such proceeds to
designate and change the beneficiary or beneficiaries and to
elect any optional mode of settlement permitted. Employee
shall have no other interest or right in the Policy.
Employee shall provide to Oxford written notice of any
designation or change of the beneficiary or beneficiaries
who are entitled to receive payment of the Employee's
portion of the Policy proceeds, and Oxford shall upon
receipt of such written designation or change of beneficiary
or beneficiaries take all action necessary to effect the
desired designation or change of beneficiary or
beneficiaries. Employee shall have the right to assign any
and all of his interest and right in the Policy by providing
written notice of such assignment to Oxford and to
Confederation Life Insurance Company.
(c) Termination of Employee's Rights to the Term
Portion of the Policy Proceeds. Notwithstanding any
provision herein to the contrary, all of Employee's interest
and right in the Policy proceeds shall terminate upon the
occurrence of any of the following events: (i) Employee's
receipt of written notice from Oxford that Employee's
interest and right in the policy is terminated; (ii)
Oxford's cancellation, surrender or other termination of the
Policy; (iii) the termination of Employee's employment with
Oxford; (iv) Employee's retirement after attaining age 65;
(v) Employee's retirement after attaining age 55 but before
attaining age 65 (which event shall be referred to in this
Agreement as "Early Retirement"); (vi) Employee's failure to
pay his portion of the premium as required in Section 4(b).
Section 4. Payment of Premium
(a) Oxford's Payment of Premiums. Except as
provided in Section 4(b) below and until such time as Oxford
cancels, surrenders or otherwise terminates the Policy,
Oxford shall pay to Northwestern Mutual Life Insurance
Company all premiums on the Policy not paid by Employee as
they become due.
(b) Employee's Payment of Premiums. Employee
shall pay the portion of the annual Policy premium which is
attributable to the value of the term portion of the Policy
proceeds for that year. The value of the term portion of
the Policy proceeds shall be determined by reference to the
lower of (i) the current published premium rates per $1,000
of insurance protection charged by the insurer for
individual one-year term life insurance available to all
standard risks, or (ii) the values set forth in P.S. No. 58
Table incorporated in Revenue Ruling 55-747 or such other
table as the Internal Revenue Service may subsequently adopt
for establishing the value of the term portion of similar
policies.
Employee hereby authorizes Oxford to deduct from
his compensation the amount of the annual Policy premium payable
by the Employee. Oxford shall pay any such withheld amount
to Northwestern Mutual Insurance Company as soon as
practicable and shall be responsible for any loss of such
withheld amounts prior to their receipt by Northwestern
Mutual Insurance Company.
Section 5. Employee's Disability
In the event Employee becomes and remains permanently or
totally disabled (as defined in Oxford's Long Term
Disability Insurance Plan) and Employee's right and interest
in the Policy proceeds shall not have sooner terminated
under Section 3(c), Oxford shall pay to Employee until such
time as Employee chooses Early Retirement or attains age 65
an amount equal to the portion of the annual Policy premium
payable by Employee under Section 4(b).
Section 6. Death Benefit if Post-Retirement Group Life
Insurance Protection not Provided
It is Oxford's intention to provide a post-
retirement group life insurance policy (in no less than the
amounts referred to in subsections (a) and (b) below) for
Employee and certain other of its employees. If, however,
Employee's coverage under any such policy is terminated or
canceled for any reason, or if such coverage is not
available, or if Oxford for any reason satisfactory to
itself decides not to provide such coverage, then, and only
in such event, the following provisions regarding an
employer-provided post-retirement death benefit shall apply:
(a) If Employee retires after attaining age 65,
and if Employee's right and interest in the term portion of
the Policy proceeds shall not have sooner terminated under
Section 3(c), Oxford agrees that upon Employee's death
following retirement it will pay from its own funds and
resources to Employee's named beneficiary or beneficiaries a
death benefit in the total amount of________.
(b) If Employee chooses Early Retirement (e.g.,
retirement after attaining age 55 but before attaining age
65), and if Employee's right and interest in the term
portion of the Policy proceeds shall not have sooner
terminated under Section 3(c) and shall have remained in
effect for twelve (12) years or more prior to the date of
such Early Retirement, Oxford agrees that upon Employee's
death following Early Retirement it will pay from its own
funds and resources to Employee's named beneficiary or
beneficiaries a death benefit in the total amount of______
reduced by five (5%) percent for each year or portion
thereof by which the date of Employee's Early Retirement
precedes his sixty-fifth (65th) birthday.
(c) Oxford shall pay the total amount of any such
death benefit in five (5) equal annual installments, or such
larger number of equal annual installments as Employee may
elect at any time prior to retirement or Early Retirement.
The first such installment shall be paid on or prior to the
date which is six (6) months after the date of Employee's
death. Each subsequent installment shall be paid on the
anniversary of the date of the first installment in each
succeeding year until the aggregate of all installments
equals the total death benefit payable by Oxford.
(d) The employer-provided benefit payable under
this Section 6, if any, shall be paid solely from the
general assets of Oxford, subject to Oxford's general
creditors, and the employer and his beneficiary or
beneficiaries shall have no right or claim against the
assets of Oxford for the payment of such benefits as other
than a general creditor of the company. In no event shall
the Employee or any beneficiary or beneficiaries acquire a
beneficial ownership interest in any assets of Oxford as a
result of this Section 6 or shall any portion of the assets
of Oxford be segregated in a manner that it can be used
solely to provide benefits under this Section 6 or that it
can constitute the only source of benefit payments under
this Section 6.
Section 7. Miscellaneous
(a) Amendment or Modification. This Agreement
shall not be amended or modified in any way except by
written instrument signed
by Oxford and Employee.
(b) Binding Effect. This Agreement shall be
binding upon the parties hereto and their successors,
assigns, administrators or executors and their
beneficiaries.
(c) Applicable Law. This Agreement shall be
construed in accordance with the laws of the State of
Georgia.
(d) Not a Contract of Employment. This Agreement
is not a contract of employment and shall not give any
Employee the right to be retained in the employ of Oxford,
nor, upon termination of employment, to have any interest in
the proceeds of any policies other than any interest herein
provided.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.
OXFORD INDUSTRIES, INC.
_______________________
EMPLOYEE
_______________________
Rev. 12/88
