EXHIBIT 10.12
FORM OF
BANK RHODE ISLAND
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is adopted as of this 22nd day of January, 2002, by and
between BANK RHODE ISLAND, a state chartered commercial bank located in
Providence, Rhode Island (the "Bank"), and [Executive] (the "Executive").
This Agreement shall append the Split Dollar Endorsement entered into on
even date herewith or as subsequently amended, by and between the
aforementioned parties.
INTRODUCTION
To encourage the Executive to remain an employee of the Bank, the Bank
is willing to divide the death proceeds of a life insurance policy on the
Executive's life. The Bank will pay life insurance premiums from its
general assets.
AGREEMENT
The Bank and the Executive agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 "Insured" means the Executive.
1.2 "Insurer" means each life insurance carrier in which there
is a Split Dollar Policy Endorsement attached to this Agreement.
1.3 "Normal Retirement Age" means the Executive's 65th
birthday.
1.4 "Policy" means the specific life insurance policy issued
by the Insurer.
Article 2
Policy Ownership/Interests
2.1 Bank Ownership. The Bank is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Bank shall
be the beneficiary of the remaining death
proceeds of the Policy after the Interest of the Executive or the
Executive's transferee has been paid according to Section 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of one of the following death benefit amounts:
(a) Pre-Retirement Death Benefit: If the Executive dies on or
before her Normal Retirement Age, the death benefit shall equal the
total liability projected to be accrued on the Bank's books at the
Executive's Normal Retirement Age, as shown on Schedule A attached to
this Split Dollar Agreement.
(b) Post-Retirement Death Benefit: If the Executive dies
after her Normal Retirement Age, the death benefit shall equal the
remaining liability accrued on the Bank's books following the
Executive's retirement, as shown on Schedule A attached to this Split
Dollar Agreement.
2.3 Option to Purchase. The Bank shall not sell, surrender or
transfer ownership of the Policy while this Agreement is in effect without
first giving the Executive or the Executive's transferee the option to
purchase the Policy for a period of 60 days from written notice of such
intention. The purchase price shall be an amount equal to the cash
surrender value of the Policy. This provision shall not impair the right of
the Bank to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Bank
shall maintain the Policy in full force and effect and in no event shall the
Bank amend, terminate or otherwise abrogate the Executive's interest in the
Policy, unless the Bank replaces the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement and the Bank and
the Executive execute a new Split Dollar Policy Endorsement for said
comparable insurance policy. The Policy or any comparable policy shall be
subject to the claims of the Bank's creditors.
Article 3
Premiums
3.1 Premium Payment. The Bank shall pay any premiums due on the
Policy.
3.2 Economic Benefit. The Bank shall determine the economic benefit
attributable to the Executive based on the amount of the current term rate
for the Executive's age multiplied by the aggregate death benefit payable to
the Executive's beneficiary. The "current term rate" is the minimum amount
required to be imputed under Revenue Rulings 64-328 and 66-110, or any
subsequent applicable authority.
3.3 Imputed Income. The Bank shall impute the economic benefit to
the Executive on an annual basis.
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Article 4
Assignment
The Executive may assign without consideration all of the Executive's
interests in the Policy and in this Agreement to any person, entity or
trust. In the event the Executive transfers all of the Executive's interest
in the Policy, then all of the Executive's interest in the Policy and in the
Agreement shall be vested in the Executive's transferee, who shall be
substituted as a party hereunder and the Executive shall have no further
interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities
or persons. The Insurer shall not be bound by or be deemed to have notice
of the provisions of this Agreement.
Article 6
Claims and Review Procedures
6.1 Claims Procedure. Any person or entity who has not received
benefits under the Agreement that he or she believes should be paid (the
"claimant") shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a
claim by submitting to the Bank a written claim for the benefits.
6.1.2 Timing of Bank Response. The Bank shall respond to such
claimant within 90 days after receiving the claim. If the Bank
determines that special circumstances require additional time for
processing the claim, the Bank can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the
end of the initial 90-day period, that an additional period is
required. The notice of extension must set forth the special
circumstances and the date by which the Bank expects to render its
decision.
6.1.3 Notice of Decision. If the Bank denies part or all of
the claim, the Bank shall notify the claimant in writing of such
denial. The Bank shall write the notification in a manner calculated
to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
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(c) A description of any additional information or
material necessary for the claimant to perfect the claim and an
explanation of why it is needed,
(d) An explanation of the Agreement's review procedures
and the time limits applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse benefit
determination on review.
6.2 Review Procedure. If the Bank denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the
Bank of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Bank's notice of denial,
must file with the Bank a written request for review.
6.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit written comments, documents,
records and other information relating to the claim. The Bank shall
also provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the
claimant's claim for benefits.
6.2.3 Considerations on Review. In considering the review, the
Bank shall take into account all materials and information the
claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Bank Response. The Bank shall respond in
writing to such claimant within 60 days after receiving the request
for review. If the Bank determines that special circumstances require
additional time for processing the claim, the Bank can extend the
response period by an additional 60 days by notifying the claimant in
writing, prior to the end of the initial 60-day period, that an
additional period is required. The notice of extension must set forth
the special circumstances and the date by which the Bank expects to
render its decision.
6.2.5 Notice of Decision. The Bank shall notify the claimant in
writing of its decision on review. The Bank shall write the
notification in a manner calculated to be understood by the claimant.
The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
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(c) A statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the
claimant's claim for benefits, and
(d) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written
agreement signed by the Bank and the Executive. However, this Agreement
will automatically terminate if the Executive's employment terminates on
account of, or such Participant is convicted of, or confesses to, or permits
a plea of nolo contendere to be entered with respect to, a criminal act of
fraud, misappropriation, embezzlement, or the like, which is a felony and
involves property of the Bank.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Bank and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Bank, nor does it interfere with the Bank's right to
discharge the Executive. It also does not require the Executive to remain
an employee nor interfere with the Executive's right to terminate employment
at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall
be governed by and construed according to the laws of the State of Rhode
Island, except to the extent preempted by the laws of the United States of
America.
8.4 Reorganization. The Bank shall not merge or consolidate into or
with another Bank, or reorganize, or sell substantially all of its assets to
another Bank, firm or person unless such succeeding or continuing Bank, firm
or person agrees to assume and discharge the obligations of the Bank.
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8.5 Notice. Any notice, consent or demand required or permitted to
be given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making
the same, and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage
prepaid, to such party, addressed to his or her last known address as shown
on the records of the Bank. The date of such mailing shall be deemed the
date of such mailed notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire
agreement between the Bank and the Executive as to the subject matter
hereof. No rights are granted to the Executive by virtue of this Agreement
other than those specifically set forth herein.
8.7 Administration. The Bank shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting for
this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer this Agreement.
8.8 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities
under this Agreement including the employment of advisors and the delegation
of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
EXECUTIVE: BANK:
BANK RHODE ISLAND
__________________________________ By__________________________________
[Executive's Name]
Title ______________________________
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SCHEDULE A
Pre-Retirement Death Benefit
----------------------------
Executive's Projected Accrued Liability at Normal Retirement Age $______
Post-Retirement Death Benefit
-----------------------------
Number of years
following Retirement Accrued Liability
-------------------- -----------------
1 $
2
3
4
5
6
7
8
9
10
11
12
13
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SPLIT DOLLAR POLICY ENDORSEMENT TO
BANK RHODE ISLAND SPLIT DOLLAR AGREEMENT
Policy No. Insured: [Executive's Name]
Supplementing and amending the application for insurance to New York Life
Insurance Company ("Insurer") on ___________________________, _______, the
applicant requests and directs that:
BENEFICIARIES
-------------
1. BANK RHODE ISLAND, a state chartered commercial bank located in
Providence, Rhode Island (the "Bank"), shall be the beneficiary of the
remaining death proceeds of the Policy after the Interest of the Insured or
the Insured's transferee has been paid according to paragraph (2) below.
2. The beneficiary designated by the Insured, or his/her transferee
shall be the beneficiary of one of the following death benefit amounts,
subject to the provisions of paragraph 5 below:
(a) Pre-Retirement Death Benefit: If the Insured dies on or
before her Normal Retirement Age, the death benefit shall equal the
total liability projected to be accrued on the Bank's books at age 65,
or $ .
(b) Post-Retirement Death Benefit: If the Insured dies after
her Normal Retirement Age, the death benefit shall equal the remaining
liability accrued on the Bank's books following the Executive's
retirement, as shown below:
Number of years
following Retirement Accrued Liability
-------------------- -----------------
1 $
2
3
4
5
6
7
8
9
10
11
12
13
14
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OWNERSHIP
---------
3. The Owner of the policy shall be the Bank. The Owner shall have
all ownership rights in the Policy except as may be specifically granted to
the Insured or the Insured's transferee in paragraph (4) of this
endorsement.
4. The Insured or the Insured's transferee shall have the right to
assign his or her rights and interests in the Policy with respect to that
portion of the death proceeds designated in paragraph (2) of this
endorsement, and to exercise all settlement options with respect to such
death proceeds.
5. Notwithstanding the provisions of paragraph (4) above, the
Insured or the Insured's transferee shall have no rights or interests in the
Policy with respect to that portion of the death proceeds designated in
paragraph (2) if the Executive's employment terminates on account of, or
such Participant is convicted of, or confesses to, or permits a plea of nolo
contendere to be entered with respect to, a criminal act of fraud,
misappropriation, embezzlement, or the like, which is a felony and involves
property of the Bank.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
---------------------------------------------------
Upon the death of the Insured, the interest of any collateral assignee
of the Owner of the Policy designated in (3) above shall be limited to the
portion of the proceeds described in paragraph (1) above.
OWNERS AUTHORITY
----------------
The Insurer is hereby authorized to recognize the Owner's claim to
rights hereunder without investigating the reason for any action taken by
the Owner, including its statement of the amount of premiums it has paid on
the Policy. The signature of the Owner shall be sufficient for the exercise
of any rights under this Endorsement and the receipt of the Owner for any
sums received by it shall be a full discharge and release therefor to the
Insurer. The Insurer may rely on a sworn statement in form satisfactory to
it furnished by the Owner, its successors or assigns, as to their interest,
and any payments made pursuant to such statement shall discharge the Insurer
accordingly. The Owner accepts and agrees to this Endorsement.
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Any transferee's rights shall be subject to this Endorsement.
The undersigned is signing in a representative capacity and warrants
that he or she has the authority to bind the entity on whose behalf this
document is being executed.
Signed at Providence, Rhode Island, as of the 22nd day of January,
2002.
BANK RHODE ISLAND
By_________________________________
Title _____________________________
ACCEPTANCE AND BENEFICIARY DESIGNATION
--------------------------------------
The Insured accepts and agrees to the foregoing and, subject to the
rights of the Owner as stated above, designates the following as
beneficiary(s) of the portion of the proceeds described in paragraph (2)
above:
Primary Beneficiary: _____________________________________________________
Relationship: _______________________________________________________
Contingent Beneficiary (if the Primary is deceased): _____________________
Relationship: _______________________________________________________
Signed at Providence, Rhode Island, as of the 22nd day of January, 2002.
THE INSURED:
___________________________________
[Executive's Name]
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SCHEDULE OF TERMS
Post-Retirement
Pre-Retirement Death Benefit
Executive Death Benefit 1 Year After Retirement
--------- -------------- -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ $2,176,575. $2,161,810.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ $ 417,031. $ 410,626.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ $ 417,031. $ 404,060.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ $ 278,130. $ 274,517.
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