EXHIBIT 10.41
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
AGREEMENT made the 24th day of January, 2002, by and among PULITZER
INC., a Delaware corporation (the "Company"), and XXXXXX X. XXXXXX, as trustee
("Trustee"), under the Indenture of Trust for The Xxxxxx X. Xxxxxxxxx and Xxxxx
X. Xxxxxxxxx Survivorship Insurance Trust, made the 24th day of January, 2002.
WHEREAS, Xxxxxx X. Xxxxxxxxx ("Executive") is employed as President of
the Company; and
WHEREAS, the Trustee is the owner of a survivorship life insurance
policy, No. 2007081-9 (the "Policy"), issued by Xxxx Xxxxxxx Variable Life
Insurance Company (the "Insurer") on the joint lives of the Executive and his
wife (the "Insureds") with a face amount of $5,000,000; and
WHEREAS, in connection with Executive's employment, the Company desires
to provide for the funding of the Policy, subject to and in accordance with the
provisions hereof.
NOW, THEREFORE, the parties agree as follows:
1. Payment of Premiums. The Company will pay $74,174 to the Insurer as
an initial Policy premium and, thereafter, will make eight annual payments to
the Insurer, each for $74,174, provided, however, that the Company will have no
obligation to make premium payments under the Policy following the termination
of this agreement. The Trustee may make premium payments under the Policy at any
time and from time to time. The amount of the Company's premium obligation for
any year will be reduced by the amount, if any, of the premium paid by the
Trustee for the year, but only to the extent that the amount paid by the Trustee
is not more than the value of current life insurance protection provided by the
Policy. For the purposes hereof and for related income and gift tax purposes,
the current value of life
insurance protection for any year will be the lowest current value determined in
accordance with Rev. Rul. 55-747, 1955-2 C.B. 228, and Rev. Rul. 66-110, 1966-1
C.B. 12 (as amplified by Rev. Rul. 67-154, 1967-1 C.B. 11). The Company, in its
discretion, may make greater premium payments under the Policy than is required
by this agreement, except to the extent that, when added to any additional
premium paid by the Trustee, any such greater payment would result in the
Policy's failing to meet the definition of a life insurance contract under
Section 7702 of the Internal Revenue Code of 1986.
2. Company's Interest in the Policy. The Company's interest in the
Policy shall be equal to (a) minus (b), where (a) is the greater of (1) the cash
surrender value of the Policy or (2) the total amount of premium payments net of
withdrawals made by the Company under the Policy; and (b) is the amount of any
outstanding Policy loan obligation incurred by the Company, including accrued
and unpaid interest thereon. The Company shall direct the investment of the cash
value of the Policy in accordance with the provisions thereof. Subject to the
written consent of the Trustee, the Company may withdraw or borrow funds from
the Policy.
3. Trustee's Rights. The Trustee will maintain physical possession of
the Policy while this agreement is in effect. The Trustee shall have all rights
under the Policy that are not specifically granted to the Company by this
agreement, including, without limitation, the rights to change the beneficiary
designation under the Policy and exercise settlement options under the Policy;
provided, however, that the Trustee may not surrender the Policy, change the
death benefit option under the Policy or otherwise take action that would
jeopardize the Company's right to recover its interest in the Policy without the
written consent of the Company. In the event of an assignment, the assignee
shall possess all of the rights and obligations of the Trustee in the Policy and
under this agreement.
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4. Collateral Assignment. The parties will enter into a collateral
assignment agreement to evidence the Company's interest in the Policy as set
forth in this agreement. Notwithstanding its interest in the Policy, the Company
shall have no right to take any action that would endanger or impair the
interest of the Trustee in the Policy, including, without limitation, the right
to receive the Policy proceeds in excess of the value of the Company's interest
upon the Insureds' death.
5. Termination of Agreement. This agreement will terminate upon the
happening of any one of the following events: (a) the termination of the
Executive's employment by the Company for "cause" (as that term is defined in
the Executive's employment agreement with the Company); (b) the voluntary
termination by the Executive of his employment without the consent of the
Company; (c) the death of the survivor of the Insureds; (d) delivery by the
Trustee to the Company of written notice of termination; and (e) payment in full
to the Company of the Company's interest in the Policy. Notwithstanding the
foregoing, this agreement will not terminate upon a termination of the
Executive's employment in conjunction with a change in control of the Company
(within the meaning of the Pulitzer Inc. Executive Transition Plan (the
"Transition Plan")) if, as a result of such termination, the Executive is
entitled to receive severance payments pursuant to the Transition Plan. In the
event this agreement terminates for reasons other than the death of the
Insureds, the Trustee shall have 90 days in which to pay or cause to be paid to
the Company the then value of the Company's interest in the Policy (to the
extent not previously paid). Upon the payment of the Company's interest in the
Policy, the Company shall release the collateral assignment of the Policy and
the collateral assignment will be of no further force or effect. If the Trustee
does not pay or cause such amount to be paid to the Company within said 90-day
period, then (x) the Company may surrender the Policy without
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the consent of the Trustee or (y) the Trustee may transfer ownership of the
Policy to the Company, and, in either event, the obligations of the Trustee
under this agreement and the interest of the Trustee in the Policy will
thereupon be discharged and terminated.
6. Death of Insureds. If this agreement is not sooner terminated, then,
upon the death of the survivor of the Insureds, the Company shall be entitled to
receive from the proceeds of the Policy the then value of the Company's interest
in the Policy, and the balance of the proceeds of the Policy shall be paid to
the Trustee or such other beneficiary or beneficiaries as shall have been
designated by the Trustee under the Policy.
7. Insurer Not a Party. The Insurer is not a party to this agreement
and shall have no liability except as set forth in the Policy. The Insurer shall
not be bound to inquire into or take notice of the provisions of this agreement
or to inquire as to the application of any payments made by it pursuant to the
terms of the Policy.
8. Amendment. This agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof and may only be amended or
modified, in whole or in part, by the Trustee and the Company in writing.
9. Assignment and Successors. This agreement will be binding upon and
inure to the benefit of the parties and their respective legal representatives
and successors and assigns.
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10. Governing Law. This agreement shall be governed and construed in
accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
as of the date first above written.
PULITZER INC.
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Trustee
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SPLIT DOLLAR COLLATERAL ASSIGNMENT
Issuing Company: Xxxx Xxxxxxx Variable Life Insurance Company ("Insurer")
Policy No.: 2007081-9 ("Policy")
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Insureds: Xxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxxxx ("Insureds")
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Owner/Assignor: Xxxxxx X. Xxxxxx, Trustee, under Trust Indenture dated
January ____, 2002 ("Assignor")
Assignee: Pulitzer Inc. ("Assignee")
RECITALS
A. The Assignor desires to assign to the Assignee a collateral interest
in the Policy as collateral for certain liabilities of the Assignor to the
Assignee pursuant to the Split-Dollar Life Insurance Agreement between the
Assignor and the Assignee (the "Split Dollar Agreement") regarding the Policy in
accordance with Rev. Rul. 64-328, 1964-2 CB 11.
B. The Assignee, by accepting this Assignment, agrees to the terms and
conditions hereof.
ASSIGNMENT
1. FOR VALUE RECEIVED, the Assignor hereby assigns, transfers and sets
over to the Assignee, its successors and assigns, a collateral interest in and
to the Policy, subject to all of the terms and conditions of the Policy and to
all superior liens, if any, which the Insurer may have against the Policy.
2. It is expressly agreed that the Assignee's collateral interest in
the Policy shall be strictly limited to the following:
(a) Upon surrender of the Policy, the right to obtain the then value of
the Assignee's interest in the Policy as set forth in the Split Dollar
Agreement.
(b) Upon the death of the survivor of the Insureds, the right to obtain
that portion of the death proceeds as is equal to the then value of the
Assignee's interest in the Policy as set forth in the Split Dollar
Agreement.
3. Notwithstanding any other provision of this Assignment, the Assignee
shall have the right to make investment allocations of net premiums, to make
transfers of values among the Policy investment options, and, subject to the
Assignor's consent, the right to borrow money from the policy and to make
withdrawals but not in excess of the then cash surrender value of the Policy. If
the Split Dollar Agreement is terminated at any time (other than by reason of
the
death of the Insureds) and if the Assignee is not paid an amount equal to the
then value of its interest in the Policy within 90 days thereafter, the Assignee
may surrender the Policy without the consent of the Assignor.
4. Subject to paragraph 3 above, all other rights and interests in the
Policy, including, but not limited to, the right to surrender the Policy, the
right to designate the beneficiary of the death proceeds under the Policy in
excess of the Assignee's collateral interest, shall be retained by the Assignor.
5. The Insurer is hereby authorized to recognize the claims of the
Assignee hereunder without any investigation thereof, or giving notice to anyone
other than the Assignor, and the Insurer shall not be responsible for the
application by the Assignee of any amounts paid by the Insurer.
6. The Assignor declares that there are no proceedings in bankruptcy
pending against the Assignor and that the Assignor's property is not subject to
any assignment for the benefit of creditors.
7. While this Assignment is in force, the Assignor directs that copies
of all premium notices be sent to the Assignee at the address furnished by the
Assignee.
8. All provisions of this Assignment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
PULITZER INC.
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Trustee
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