EXHIBIT 10.19(a)
BANKATLANTIC
SPLIT DOLLAR LIFE INSURANCE PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
This Plan is established for the benefit of selected key Employees and
shall be known as the "BankAtlantic Split Dollar Life Insurance Plan." The
purpose of the Plan is to provide employer sponsored split dollar life insurance
benefits in order to recruit and to retain selected key Employees of the Bank.
The Plan shall be effective as of March 1, 1996.
ARTICLE II
DEFINITIONS
The following words and phrases as used in the Plan have the following
meanings:
2.1 "AGREEMENT" means a Split Dollar Insurance Agreement in the form
approved by the Bank.
2.2 "BANK" means BankAtlantic, a Federal Savings Bank, which has its
principal place of business in Fort Lauderdale, Florida and any organization
that is a successor thereto.
2.3 "BOARD" (or "Board of Directors") means the present and any
succeeding Board of Directors of the Bank or the Compensation Committee of said
Board which shall have the authority of said Board with respect to the Plan.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.
2.5 "EMPLOYEE" means an employee of the Bank or a Participating Entity
(a) who is designated in writing by the Plan Administrator to participate in the
Plan and (b) on whose life the Bank is able to purchase a Policy on terms and at
a cost that are acceptable to the Bank in its sole discretion.
2.6 "PARTICIPANT" means either an Employee or, if the Employee so
elects and the Bank consents, the trustee or trustees of a trust established by
the Employee.
2.7 "PARTICIPATING ENTITY" means an entity designated as such in
writing by the Plan Administrator.
2.8 "PLAN" means the "BankAtlantic Split Dollar Life Insurance Plan" as
set forth herein and as amended from time to time.
2.9 "PLAN ADMINISTRATOR" means the Bank, provided, however, that the
Bank may delegate its administrative duties under the Plan to the Plan
Committee.
2.10 "PLAN COMMITTEE" means the Committee appointed by the Board for
the purpose of administering the Plan.
2.11 "PLAN YEAR" means the calendar year; provided that records with
respect to each individual policy under the Plan shall be maintained on the
basis of the applicable policy year.
2.12 "POLICY" means a life insurance policy issued by an insurance
company designated by the Bank on the life of the Employee.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. An Employee or Participant shall be eligible to
participate in the Plan upon written designation of the Plan Administrator.
3.2 AGREEMENTS. In order to participate in the Plan, a Participant
shall enter into an agreement with the Bank (the "Agreement") and, where
appropriate, execute an assignment of the Policy as collateral (the "Collateral
Assignment") in favor of the Bank on such terms as shall be determined by the
Bank in its sole discretion. The Agreement and, where appropriate, the
Collateral Assignment are hereby incorporated into and made a part of the Plan.
The Participant's participation may, in the discretion of the Bank, be
conditioned on the Employee's effective waiver of certain Bank provided welfare
benefits.
3.3 POLICY. Each Agreement shall provide for the purchase of a Policy
from an insurance company. Both the identity of the insurance company and the
terms of the Policy shall be determined by the Bank in its sole discretion.
3.4 BENEFITS. All benefits paid under the Plan in respect of a
Participant shall be determined by the terms of the applicable Agreement.
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3.5 MULTIPLE AGREEMENTS. The Bank and a Participant may enter into more
than one Agreement pursuant to the Plan and any such Agreement may cover one or
more Policies.
3.6 EMPLOYEE CONTRIBUTIONS. Any contribution by an Employee toward the
purchase of a Policy under the terms of an Agreement will be voluntary on the
part of the Employee and will be made on an after-tax basis, i.e., the Employee
will be fully taxable on the amount of such contribution for income and
employment tax purposes.
ARTICLE IV
ADMINISTRATION
4.1 IN GENERAL. The Plan shall be administered by the Plan
Administrator, who shall be the Plan's named fiduciary and shall have authority
to delegate administrative duties and powers to the Plan Committee.
4.2 EXPENSES. The expenses incident to the operation of the Plan,
including the compensating of attorneys, advisors, actuaries, and such other
persons providing technical and clerical assistance to the Bank as may be
required, shall be paid by the Bank.
4.3 POWERS OF THE PLAN ADMINISTRATOR. In addition to any implied powers
and duties that may be needed to carry out the provisions of the Plan, the
Agreement and, where appropriate, the Collateral Assignment, the Plan
Administrator, acting itself or through the Plan Committee, shall have the
following specific powers and duties in its sole discretion:
(a) To make and enforce such rules and regulations as it shall
deem necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan and to decide any and all matters
arising hereunder, including the right to remedy possible ambiguities,
inconsistencies, or omissions; provided that all such interpretations and
decisions shall be applied in a uniform and nondiscriminatory manner to all
persons similarly situated;
(c) To compute the amount of benefits that shall be payable to
any Participant in accordance with the provisions of the Plan;
(d) To appoint other persons to carry out such ministerial
responsibilities under the Plan as it may determine; and
(e) To employ one or more persons to render advice with
respect to any of its responsibilities under the Plan.
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4.4 FINALITY. To the extent permitted by applicable law, determinations
by the Plan Administrator or the Plan Committee and any interpretation, rule or
decision adopted by the Plan Administrator or the Plan Committee under the Plan,
the Agreement, or the Collateral Assignment or in carrying out or administering
the Plan shall be final and binding for all purposes and upon all interested
persons, their heirs and personal representatives.
4.5 BENEFIT CLAIMS PROCEDURE. A claim for a benefit under the Plan by
any person shall be filed in the manner and governed by the procedures set forth
in the Agreement, which procedures are incorporated herein by reference.
ARTICLE V
AMENDMENT AND TERMINATION
5.1 AMENDMENT AND TERMINATION. The Bank may modify, amend, suspend or
terminate the Plan at any time. Provided, however, no such modification,
amendment, suspension or termination shall affect any Agreement executed
pursuant to this Plan. Any such Agreement may be amended or terminated only in
accordance with its terms.
5.2 MERGER OR CONSOLIDATION. In the event of a merger or a
consolidation by the Bank with another corporation, or the acquisition of
substantially all of the assets or outstanding stock of the Bank by another
corporation, then and in such event the obligations and responsibilities of the
Bank under this Plan and any Agreement shall be assumed by any such successor or
acquiring corporation, and all of the rights, privileges and benefits of the
Participant under this Plan and any Agreement shall continue.
ARTICLE VI
MISCELLANEOUS
6.1 INCAPACITY. If the Plan Administrator acting itself or through the
Plan Committee determines that any person entitled to benefits hereunder is
unable to care for his affairs because of illness or accident, any payment due
(unless a duly qualified guardian or other legal representative has been
appointed) may be paid for the benefit of such person to his spouse, parent,
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brother, sister or other party deemed by the Plan Administrator to have incurred
expenses for such person.
6.2 REQUIRED INFORMATION. Any person eligible to receive benefits
hereunder shall furnish to the Plan Administrator any information or proof
requested by the Plan Administrator and reasonably required for the proper
administration of the Plan. Failure on the part of any person to comply with any
such request within a reasonable period of time shall be sufficient grounds for
delay in the payment of any benefits due under the Plan until such information
or proof is received by the Plan Administrator. If any person claiming benefits
under the Plan makes a false statement that is material to such person's claim
for benefits, the Bank may offset against future payments any amount paid to
such person to which such person was not entitled under the provisions of the
Plan.
6.3 POLICY CLAIMS. Any claim for benefits under a Policy shall be
subject to and governed by the terms of the Policy.
6.4 NO RIGHT TO EMPLOYMENT. Nothing in this Plan or any Agreement shall
be deemed to constitute a contract of employment or to give any Employee the
right to be retained in the service of the Bank or a Participating Entity or to
interfere with the right of the Bank or a Participating Entity to discharge any
Employee at any time without regard to the effect that such discharge may have
upon the Employee under the Plan.
6.5 WITHHOLDING TAXES. The Plan Administrator may make any appropriate
arrangements to deduct from all amounts paid under the Plan any taxes required
to be withheld by any government or government agency. The Employee shall pay
all taxes resulting from the Employee's participation in the Plan and the
benefits provided under the Plan to the extent that no taxes are withheld,
irrespective of whether withholding is required.
6.6 NO REPRESENTATIONS CONCERNING TAX CONSEQUENCES. The tax
consequences to be provided by this Plan are subject to government rulings,
regulations and application of the tax laws by the Internal Revenue Service. The
Bank makes no representation that any particular tax consequence will result
through participation in this Plan.
6.7 INDEMNIFICATION OF PLAN COMMITTEE. The Bank shall indemnify, to the
full extent permitted by law, each person made or threatened to be made a party
to any civil or criminal action or proceeding by reasons of the fact that he is
or was a member of the Plan Committee.
6.8 GENDER AND NUMBER. In order to shorten and to improve the
understandability of the Plan document by eliminating usage of such phrases as
"his or her" and "Participating Bank," any masculine terminology herein shall
also include the feminine and neuter, and the definition of any term herein in
the singular shall also include the plural, except when otherwise indicated by
the context.
6.9 HEADINGS. Any headings used in this instrument are for convenience
of reference only and are to be ignored in the construction of any provision
hereof.
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6.10 SEVERABILITY. If any provision of the Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
such illegal or invalid provision had never been inserted herein.
6.11 GOVERNING LAW; VENUE; LIMITATIONS PERIOD. The Plan shall be
construed in accordance with the laws of the State of Florida to the extent not
preempted by ▇▇▇▇▇. Any legal action or proceeding hereunder may be brought only
following exhaustion of the Employee's administrative remedies and within a
period of three years from the date the claim was incurred, unless other
applicable law would permit a longer period of time within which to bring an
action. Any such legal action or proceeding may be initiated only in Dade or
Broward County, Florida.
IN WITNESS WHEREOF, BankAtlantic, a Federal Savings Bank, has caused
this Plan to be signed by its duly authorized officer and duly attested
effective as of the date provided above.
BANKATLANTIC, A FEDERAL
ATTEST: SAVINGS BANK
(CORPORATE SEAL)
By:
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▇▇▇▇ ▇. ▇'▇▇▇▇▇
▇▇:
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Secretary
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