Exhibit 10.14
SOUTHERN STATES COOPERATIVE, INCORPORATED
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT, made as of the _____ day of ____________________, 19__, by
and between Southern States Cooperative, Incorporated, a Virginia corporation
(herein called "Corporation") and ____________________ (herein called
"Employee"), an individual residing in the Commonwealth of Virginia.
WHEREAS, Employee is employed by Corporation;
WHEREAS, Employee wishes to obtain life insurance protection for his
family in the event of his death, under a policy of life insurance insuring his
life (herein called the "Policy");
WHEREAS, Corporation is willing to pay a portion of the premium due on the
Policy for Employee, on the terms and conditions herein set forth; and
WHEREAS, Employee will be the owner of the Policy and possess all
incidents of ownership in and to the Policy and the Policy will be collaterally
assigned to Corporation by Employee, in order to secure the repayment of its
interest in the Policy.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants contained herein, the parties agree as follows:
ARTICLE I
Policy
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1.1 Application for Insurance. Employee has purchased or will
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contemporaneously purchase the policy of life insurance insuring his or her
life, which is described in Exhibit A attached hereto and by this reference made
a part hereof, and which was or will be issued by the insurance company
identified in Exhibit A (herein called "Insurer") in the total initial face
amount of Dollars ($ ). The parties hereto have taken all
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necessary action to cause Insurer to issue the Policy and shall take any further
action which may be necessary to cause the Policy to conform to the provisions
of this Agreement.
1.2 Assignment of Policy. To secure the repayment to Corporation of
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its Corporate Interest in the Policy arising hereunder and as defined in
paragraph 5.4, Employee has, contemporaneously herewith, assigned the Policy to
Corporation as collateral, in the form attached hereto as Exhibit B (the
"Assignment"). The Assignment shall be filed with Insurer and shall not be
terminated, altered or amended by Employee, without the express written consent
of Corporation. The parties agree to be bound by the terms and conditions of the
Assignment and of this Agreement.
1.3 Additional Policy Benefits and Riders. Employee may add a rider
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to the Policy for Employee's own benefit. Upon written request by Corporation,
Employee shall add a rider to the Policy for the benefit of Corporation.
ARTICLE II
Ownership of Policy
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2.1 Ownership of Policy. Employee shall be the sole and absolute
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owner of the Policy including all supplemental riders and endorsements, and may
exercise all ownership rights granted to the owner thereof by the terms of the
Policy, except as may otherwise be provided herein.
2.2 Corporation's Rights. Corporation's rights with respect to the
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Policy shall be limited to the following:
(i) The right to receive the Corporate Interest upon the occurrence
of a Termination Event as defined in paragraph 5.1 or upon Rollout as
defined in paragraph 5.3;
(ii) The right to possess the Policy;
(iii) The right to borrow against the Policy and to secure such loan
with the Policy in an amount which together with the unpaid interest
thereon will at no time exceed the Corporate Interest; and
(iv) The right to release the Assignment upon receipt of the
Corporate Interest.
Corporation shall make the Policy reasonably available to Employee and Insurer.
2.3 Employee's Rights. Employee, as owner of the Policy, shall retain
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all other rights in the Policy not held by Corporation pursuant to
paragraph 2.2, including but not limited to, the following:
(i) The right to succeed to full ownership of the Policy cash
values after satisfaction of the Corporation Interest upon the occurrence
of a Termination Event or Rollout;
(ii) The right to designate and change the beneficiary or
beneficiaries of the portion of the Policy payable upon the death of
Employee, pursuant to paragraph 4.1 (the "Employee Death Benefit
Portion"); and
(iii) The right to assign Employee's rights in and with respect to
the Policy.
Prior to a Termination Event, Employee shall not have the right to borrow
against the Policy.
2.4 Application of Dividends. Dividends shall be applied to purchase
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paid-up additional insurance protection.
ARTICLE III
Premium Payments
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3.1 Payment of Premiums on the Policy. On or before the due date of
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each Policy premium, or within the grace period provided therein, Corporation
shall pay the full amount of all premiums (including the cost associated with
all supplemental riders and endorsements) on the Policy to Insurer according to
the schedule of planned annual premiums in the Policy, and shall, upon request,
promptly furnish Employee evidence of timely payment of such premium.
3.2 Reimbursement by Employee. Each month, Employee shall reimburse
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Corporation a portion of the premium paid by Corporation. The amount of the
reimbursement shall equal one-twelfth (1/12) of:
(i) The economic value attributable to the life insurance
protection provided to Employee under this Agreement, plus
(ii) The excess, if any, of the actual premium for the Policy and
for any rider added to the Policy to benefit Employee over Insurer's
standard class premium rates for like policies having the same face amount
and carrying no rider.
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The value of the economic benefit attributable to the life insurance protection
provided to Employee under this Agreement shall be the lower of the PS-58 rates
or Insurer's current published premium rate for annually renewable term
insurance for standard risks, assuming death benefit equal to the face amount of
the Policy less the Corporate Interest.
ARTICLE IV
Death Benefits
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4.1 Employee's Death Benefit Portion. If Employee dies prior to a
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Termination Event, Employee's designated beneficiary or beneficiaries as set
forth in the Policy shall be entitled to receive the excess of the death
proceeds as provided in the Policy over the Corporate Interest. For purposes of
this Agreement, "death proceeds" shall mean the face amount of the death benefit
provided for in the Policy plus any increase in the Death Benefit from
dividends, cash or accumulation value as those terms may be defined in the
Policy contract or option contained therein.
4.2 Corporation's Death Benefit Portion. Corporation shall have the
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unqualified right to receive a portion of such death benefit equal to the
Corporate Interest.
ARTICLE V
Termination of Agreement
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5.1 Termination of Agreement. This Agreement shall terminate, without
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notice, upon the occurrence of any of the following events:
(i) The total cessation of the business of Corporation;
(ii) The bankruptcy, receivership or dissolution of Corporation;
(iii) The termination of Employee's employment with Corporation
prior to his or her retirement (other than by reason of Employee's death
or disability); or
(iv) The failure of Employee to repay to Corporation, his or her
portion of the premiums required by paragraph 3.2 whether such failure
occurs while Employee is employed with Corporation or following his or her
retirement or disability.
The events described in this paragraph are referred to throughout this Agreement
as "Termination Events". For this purposes, "retirement" means Employee's
retirement determined under the Retirement Plan for Employees of Southern States
and "disability" means the inability to work due to illness or injury as
determined under the Southern States Long Term Disability Plan.
5.2 Disposition of Policy upon Termination of Agreement. If this
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Agreement terminates pursuant to an event described in paragraph 5.1, Employee
shall have the right to obtain a release of the collateral assignment of the
Policy to Corporation. To obtain such release, Employee shall repay to
Corporation within sixty (60) days of the Termination Event, the Corporate
Interest. Alternatively, at the election of Employee prior to the expiration of
said sixty (60) day period, Employee may request, in writing, that Corporation
apply to Insurer for a loan from the Policy the proceeds of which shall be paid
to Corporation in satisfaction of its Corporate Interest. Upon receipt of such
amount, Corporation shall release the collateral assignment of the Policy, by
the execution and delivery of an appropriate instrument of release. If Employee
fails to exercise either such option within such sixty (60) day period, then, at
the request of Corporation, Employee shall execute any document or documents
required by Insurer to transfer the interest of Employee in the Policy to
Corporation. Alternatively, Corporation may enforce its right to be repaid the
Corporate Interest from the cash surrender value of the Policy under the
collateral assignment of the Policy; provided that in the
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event the cash surrender value of the Policy exceeds the amount due Corporation,
such excess shall be paid to Employee. Thereafter, neither Employee nor his
respective heirs, assigns or beneficiaries shall have any further interest in
and to the Policy, either under the terms thereof or under this Agreement.
5.3 Rollout of Policy to Employee. If an Employee retires or terminates
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employment with Corporation as a result of a disability and no Termination Event
has occurred prior to Employee's reaching his or her Rollout Age as that term is
defined in Exhibit A hereto, Corporation shall surrender dividend additions
(and, if necessary, apply for a loan from the Policy the proceeds of which shall
be paid to Corporation) in an amount sufficient to satisfy its Corporate
Interest and, having obtained such satisfaction, shall execute any document or
documents required by Insurer to release the Assignment so that Employee's
rights in and to the Policy shall become free and clear of any obligation to
Corporation.
5.4 Corporate Interest Defined. Corporate Interest means an amount equal
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to the cumulative value of all premiums paid by Corporation, less (i) the
amounts repaid to it by Employee pursuant to paragraph 3.2 and (ii) any
indebtedness secured by the Policy that was incurred by Corporation and remains
outstanding as of the date of such termination, including any interest due on
such indebtedness.
ARTICLE VI
Named Fiduciaries
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6.1 Fiduciaries. The named fiduciary and Plan Administrator shall be
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
ARTICLE VII
Claims Procedure
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7.1 Claims Procedure. If for any reason a claim for benefits under this
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Plan is denied, the Plan Administrator shall deliver to the claimant a written
explanation setting forth the specific reasons for the denial, pertinent
references to the section of this Agreement on which the denial is based, such
other data as may be pertinent and information on the procedures to be followed
by the claimant in obtaining a review of his claim, all written in a manner
calculated to be understood by the claimant. For this purpose:
(i) The claimant's claim shall be deemed filed when presented orally
or in writing to the Plan Administrator.
(ii) The Plan Administrator's explanation shall be in writing
delivered to the claimant within ninety (90) days of the date the claim is
filed.
7.2 Claims Review. The claimant shall have sixty (60) days following his
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receipt of the denial of the claim to file with the Plan Administrator a written
request for review of the denial. For such review, the claimant or his
representative may submit pertinent document and written issues and comments.
The Plan Administrator shall decide the issue on review and furnish the claimant
with a copy within sixty (60) days of receipt of the claimant's request for
review of his claim. The decision on review shall be in writing and shall
include specific reasons for the decision, written in a manner calculated to be
understood by the claimant, as well as specific references to the pertinent
provisions of this Agreement on which the decision is based. If a copy of the
decision is not so furnished to the claimant within such sixty (60) days, the
claim shall be deemed denied on review.
ARTICLE VIII
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Miscellaneous Provisions
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8.1 Insurer not a Party. Insurer shall be fully discharged from its
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obligations under the Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall Insurer be considered a party to
this Agreement, or any subsequent modifications or amendments of this Agreement.
No provision of this Agreement, nor of any modification or amendment of this
Agreement, shall in any way be construed as enlarging, changing, varying, or in
any other way affecting the obligations of Insurer as expressly provided in the
Policy, except insofar as the provisions of this Agreement are made a part of
the Policy by the Assignment executed by Employee and filed with Insurer in
connection herewith.
8.2 Severability. The invalidity or unenforceability of any provision of
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this Agreement shall not affect the validity or enforceability of any other
provision.
8.3 Entire Agreement. This Agreement constitutes the entire agreement
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between the parties with respect to the matters set forth herein and supersedes
all prior agreements and understandings between the parties with respect to the
same.
8.4 Waiver. No waiver of any provision of this Agreement shall be
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effective as against the waiving party unless such waiver is in writing signed
by the waiving party. Waiver by a party as provided in this section shall not
be construed as or constitute either a continuing waiver or a waiver of any
other matter.
8.5 Modification. This Agreement may not be amended, altered or
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modified, except by a written instrument signed by the parties hereto, or their
respective successors or assigns, and may not be otherwise terminated except as
provided herein.
8.6 Benefit. This Agreement shall be binding on and inure to the benefit
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of Corporation and its successors and assigns and Employee and his successors,
assigns, heirs, executors, administrators, and beneficiaries. All benefits
payable pursuant to this Agreement shall be payable only from the Policy, and
only to the extent that the Policy so provides.
8.7 Governing Law. This Agreement, and the rights of the parties
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hereunder, shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia.
8.8 Original Copies. This Agreement may be executed in more than one
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counterpart, each of which shall be deemed an original.
8.9 Headings. The underlined headings herein are for convenience only
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and shall not affect the interpretation of this Agreement.
8.10 Interpretation. This Agreement will be interpreted consistent with
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its being a welfare benefit plan for a select group of management and highly
compensated employees. The Plan Administrator shall have full discretion
authority to interpret the terms of the Agreement which interpretations shall be
binding and conclusive for all purposes.
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8.11 Notice to Parties. Any and all notices required to be given under
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the terms of this Agreement shall be given in writing and signed by the
appropriate party, and shall be sent by certified mail, postage prepaid, to the
appropriate address set forth below:
(i) to Employee at:
______________________________________
______________________________________
______________________________________
(ii) to Corporation at:
Southern States Cooperative, Incorporated
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Post Office Box 26234
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the above written date.
SOUTHERN STATES COOPERATIVE,
INCORPORATED
By:______________________________________
President
[INSERT NAME OF EMPLOYEE]
_________________________________________
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EXHIBIT A
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The following life insurance policy or policies is (are) subject to the attached
Split-Dollar Agreement:
Insurer - Northwestern Mutual Life Insurance Company
Insured -
Policy Number -
Face Amount -
Corporation - Southern States Cooperative Incorporated
Date of Issue - ____________________, 19__
Rollout Age -
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EXHIBIT B
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Assignment of Life Insurance Policy as Collateral
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A. FOR VALUE RECEIVED, _________________ ("Employee") hereby assigns,
transfers and sets over to Southern States Cooperative, Incorporated, with its
principal offices in Richmond, Virginia, its successors and assigns, (herein
called the "Corporation") Policy No. __________, issued by The Northwestern
Mutual Life Insurance Company, (herein the "Insurer") and any supplementary
contracts issued in connection therewith (said policy and contracts being herein
called the "Policy"), upon the life of Employee, an individual residing in the
Commonwealth of Virginia and all claims, options, privileges, rights, title and
interest therein and thereunder (except as provided in Paragraph C hereof),
subject to all the terms and conditions of the Policy and to all superior liens,
if any, which Insurer may have against the Policy. The undersigned by this
instrument jointly and severally agree and Corporation, by the acceptance of
this Assignment, agrees to the conditions and provisions herein set forth.
B. It is expressly agreed that, without detracting from the generality of the
foregoing, the following specific rights are included in this Assignment and
pass by virtue hereof:
1. The right to collect from Insurer an amount equal to the Corporate
Interest in the Policy or a portion of the death proceeds as provided for
under the terms of a Split Dollar Agreement between Employee and
Corporation, dated _______________ (herein called the "Split Dollar
Agreement"), when it becomes a claim by death or maturity or upon such
other events as may be set forth in the Split Dollar Agreement:
2. The right to surrender the Policy and receive the surrender values
thereof at any time provided by the terms of the Policy and at such other
times as Insurer may allow; and
3. The right to obtain one or more loans or advances on the Policy, either
from Insurer, or, at any time, from other persons, and to pledge or assign
the Policy as security for such loans or advances.
C. It is expressly agreed that the following specific rights, so long as the
Policy has not been surrendered, are reserved and excluded from this Assignment
and do not pass by virtue hereof:
1. The right to collect from Insurer any disability benefit payable in
cash that does not reduce the amount of insurance;
2. The right to designate and change the beneficiary;
3. The right to elect any optional mode of settlement permitted by the
Policy or allowed by Insurer,
but the reservation of these rights shall in no way impair the right of
Corporation to surrender the Policy completely with all its incidents or impair
any other right of Corporation hereunder, and any designation or change of
beneficiary or election of a mode of settlement shall be made subject to this
Assignment and to the rights of Corporation hereunder.
D. This Assignment is made and the Policy is to be held as collateral
security for any and all liabilities of the undersigned, or any of them, to
Corporation, either now existing or that may hereafter arise under the terms of
the Split Dollar Agreement (all of which liabilities secured or to become
secured are herein called "Liabilities").
E. Corporation covenants and agrees with the undersigned as follows:
1. That any balance of sums received hereunder from Insurer remaining
after payment of the then existing Liabilities, matured or unmatured,
shall be paid by Corporation to the persons entitled thereto under the
terms of the Policy had this Assignment not been executed;
-B-1-
2. That Corporation will not exercise either the right to surrender the
Policy or the right to obtain policy loans from Insurer, except as
expressly provided under the terms of the Split Dollar Agreement; and
3. That Corporation will upon request forward without unreasonable delay
to Insurer the Policy for endorsement of any designation or change of
beneficiary or any election of an optional mode of settlement.
F. Insurer is hereby authorized to recognize Corporation's claims to the
rights hereunder without investigation into the reason for any action taken by
Corporation, or the validity or the amount of the Liabilities or the existence
of any default therein, or the application to be made by Corporation of any
amounts to be paid to Corporation. The sole signature of Corporation shall be
sufficient for the exercise of any rights under the Policy assigned hereby and
the sole receipt of Corporation for any sums received shall be a full discharge
and release to Insurer. Checks for all of any part of the sums payable under
the Policy and assigned herein, shall be drawn to the exclusive order of
Corporation (or to the Beneficiary if so directed by Corporation), if, when, and
in such amounts as may be requested by Corporation.
G. The exercise of any right, option privilege or power given herein to
Corporation shall be at the option of Corporation, but (except as restricted by
Paragraph E(2) above) Corporation may exercise any such right, option, privilege
or power without notice to, or assent by, or affecting the liability of, or
releasing any interest hereby assigned by the undersigned, or any of them.
H. Corporation may take or release other security, may release any party
primarily or secondarily liable for any of the Liabilities, may grant
extensions, renewals or indulgences with respect to the Liabilities, or may
apply to the Liabilities in such order as Corporation shall determine, the
proceeds of the Policy hereby assigned or any amount received on account of the
Policy by the exercise of any right permitted under this Assignment, without
resorting or regard to other security.
I. Each of the undersigned declares that no proceedings in bankruptcy are
pending against him and that his property is not subject to any assignment for
the benefit of creditors.
EXECUTED IN RICHMOND, VIRGINIA THIS __________ DAY OF ____________, 19__.
_______________________________ ___________________________________
Witness Employee
Employee's Address:
___________________________________
___________________________________
COMMONWEALTH OF VIRGINIA
_______________ OF _______________
Subscribed, sworn and acknowledged before me by ____________________, the
Employee, subscribed and sworn before me by ____________________, the witness,
this _____ day of _______________, 19__.
[SEAL]_________________________
Notary Public
My Commission expires_______________.
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Attachment A
to EXHIBIT 10.14
SCHEDULE IDENTIFYING OMITTED DOCUMENTS
Executive Officers who Participate in the Company's
Executive Split Dollar Program Under Agreements Substantially
in the Form of the Split Dollar Agreement Filed as EXHIBIT 10.14
Face Age at
Executive Policy No. Amount Rollout Issue Date Status
--------- ---------- ------ ------- ---------- ------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr. 13126400 103,580 65 11/01/94 Active
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 13132450 105,487 75 11/01/94 Active
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 13969294 208,885 75 11/01/96 Active
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 13127063 106,428 75 11/01/94 Active
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 13127184 104,340 66 11/01/94 Active
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III 13132566 105,000 75 11/01/94 Active
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 13127882 103,093 65 11/01/94 Active
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 13126278 104,823 67 11/01/94 Active