EXHIBIT 10.8
NewMil Bank
Director Split Dollar Agreement
This Director Split Dollar Agreement is entered into as of this 1st day of
January, 2002, by and between NewMil Bank, a Connecticut-chartered, FDIC-insured
savings bank with its main office in New Milford, Connecticut (the "Bank") and
(the "Director"). This Split Dollar Agreement shall append the Split Dollar
Endorsement entered into on even date herewith, or as subsequently amended, by
and between the aforementioned parties.
To reward the Director for service to the Bank, the Bank is willing to
divide the death proceeds of a life insurance policy on the Director's life. The
Bank will pay life insurance premiums from its general assets.
Article 1
General Definitions
The following terms shall have the meanings specified:
"Insured" means the Director
"Insurer" means .
"Policy" means insurance policy no. issued by the Insurer.
"Termination for Cause" means the Bank's board of directors or a duly
authorized committee of the board of directors determines at any time that the
Director will not be nominated by the board or committee for reelection as a
Director of the Bank or NewMil Bancorp after the expiration of his current term,
or if the Director is removed as a director of the Bank, in either case because
of the Director's B
(1) gross negligence or gross neglect of duties, or
(2) commission of a felony, or commission of a misdemeanor involving
moral turpitude, or
(3) fraud, disloyalty, dishonesty, or willful violation of any law or
significant policy of NewMil Bancorp committed in connection with
the Director's service and resulting in an adverse effect on
NewMil Bancorp or NewMil Bank, or
(4) removal from service or permanent prohibition from participation
in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act
[12 U.S.C. 1818(e)(4) or (g)(1)].
"Termination of Service" means the director ceasing to be a member for the
Bank's Board of Directors for any reason whatsoever.
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 any death proceeds remaining after the Director's interest has
been paid under Section 2.2 of this Split Dollar Agreement.
2.2 Director's Interest. The Director shall have the right to designate the
beneficiary(ies) of death proceeds in the amount of $250,000. The Director shall
also have the right to elect and change settlement options specified in the
Policy that may be permitted. However, the Director, the Director's transferee
and the Director's beneficiary(ies) or estate shall have no rights or interests
in the Policy for that portion of the death proceeds designated in this Section
2.2 if Termination of Service of the Director shall have previously occurred as
a result of Termination for Cause under this Split Dollar Agreement.
2.3 Option to Purchase. The Bank shall not sell, surrender or transfer
ownership of the Policy while this Split Dollar Agreement is in effect without
first giving the Director or the Director's transferee a right of first refusal
to purchase the Policy for the Policy's interpolated terminal reserve value. The
right of first refusal to purchase the Policy must be exercised within 60 days
from the date the Bank gives written notice of the Bank's intention to sell,
surrender or transfer ownership of the Policy. This provision shall not impair
the right of the Bank to terminate this Split Dollar Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Bank shall
maintain the Policy in full force and effect, and the Bank shall not amend,
terminate or otherwise abrogate the Director's interest in the Policy unless the
Bank (a) replaces the Policy with a comparable insurance policy to cover the
benefit provided under this Split Dollar Agreement and (b) executes a new Split
Dollar Agreement and Endorsement for the 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 Imputed Income. The Bank shall impute income to the Director in an
amount equal to (a) the current term rate for the Director's age, multiplied by
(b) the net death benefit payable to the Director's beneficiary(ies). 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.
Article 4
Assignment
The Director may assign without consideration all interests in the Policy
and in this Split Dollar Agreement to any person, entity or trust. If the
Director transfers all of the Director's interest in the Policy, then all of the
Director's interest in the Policy and in the Split Dollar Agreement shall be
vested in the Director's transferee, who shall be substituted as a party
hereunder, and the Director shall have no further interest in the Policy or in
this Split Dollar 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 Split Dollar Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. A person or beneficiary ("claimant") who has not
received benefits under the Split Dollar Agreement that he or she believes
should be paid shall make a claim for such benefits as follows:
6.1.1 Initiation B 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
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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:
6.1.3.1 The specific reasons for the denial,
6.1.3.2 A reference to the specific provisions of the Split
Dollar Agreement on which the denial is based,
6.1.3.3 A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of
why it is needed,
6.1.3.4 An explanation of the Split Dollar Agreement's review
procedures and the time limits applicable to such procedures, and
6.1.3.5 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 B 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 B 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:
6.2.5.1 The specific reasons for the denial,
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6.2.5.2 A reference to the specific provisions of the Split
Dollar Agreement on which the denial is based,
6.2.5.3 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
6.2.5.4 A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
Article 7
Miscellaneous
7.1 Binding Effect. This Split Dollar Agreement shall bind the Director and
the Bank and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
7.2 No Guarantee of Service. This Split Dollar Agreement is not an
agreement for services. It does not give the Director the right to remain a
director of the Bank, nor does it interfere with the right of the Bank's
shareholders not to re-elect the Director or the right of shareholders or the
Board to remove an individual as a director of the Bank. This Agreement also
does not require the Director to remain a director nor interfere with the
Director's right to terminate service at any time.
7.3 Applicable Law. The Split Dollar Agreement and all rights hereunder
shall be governed by and construed according to the laws of the State of
Connecticut, except to the extent preempted by the laws of the United States of
America.
7.4 Entire Agreement. This Split Dollar Agreement constitutes the entire
agreement between the Bank and the Director concerning the subject matter
hereof. No rights are granted to the Director under this Split Dollar Agreement
other than those specifically set forth herein.
7.5 Administration. The Bank shall have powers which are necessary to
administer this Split Dollar Agreement, including but not limited to the power
to:
(a) interpret the provisions of the Split Dollar Agreement,
(b) establish and revise the method of accounting for the Split Dollar
Agreement,
(c) maintain a record of benefit payments, and
(d) establish rules and prescribe forms necessary or desirable to
administer the Split Dollar Agreement.
7.6 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Split Dollar Agreement. The Bank may delegate to others
certain aspects of management and operational responsibilities, including the
employment of advisors and the delegation of ministerial duties to qualified
individuals.
7.7 Severability. If for any reason any provision of this Split Dollar
Agreement is held invalid, such invalidity shall not affect any other provision
of this Split Dollar Agreement not held so invalid, and each such other
provision shall, to the full extent consistent with the law, continue in full
force and effect. If any provision of this Split Dollar Agreement shall be held
invalid in part, such invalidity shall in no way affect the remainder of such
provision, not held so invalid, and the remainder of such provision, together
with all other provisions of this Split Dollar Agreement shall, to the full
extent consistent with the law, continue in full force and effect.
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7.8 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Split Dollar Agreement.
7.9 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.
(a) If to the Bank, to:
Board of Directors
NewMil Bank
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
New Milford, Connecticut 06776-0600
(b) If to the Director, to:
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
7.10 Amendment and Termination. This Split Dollar Agreement may be amended
or terminated only by a writing signed by the Bank and the Director. This Split
Dollar Agreement shall terminate automatically if Termination of Service of the
Director occurs as a result of Termination for Cause.
In Witness Whereof, the Bank and the Director have signed this Split Dollar
Agreement as of the date and year first written above.
The Director: the Bank:
Newmil Bank
By:
Its:
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Split Dollar Policy Endorsement
NewMil Bank
Director Split Dollar Agreement
Policy No. Insured:
Supplementing and amending the application for insurance to West Coast Life
Insurance Company ("Insurer") on December 14, 2001 (the application date), the
applicant requests and directs that:
Beneficiaries
1. NewMil Bank, located in New Milford, Connecticut (the "Bank"), shall be
the beneficiary of any death proceeds remaining after the Insured's interest has
been paid under paragraph (2) below.
2. The Insured or the Insured's transferee shall designate the
beneficiary(ies) of death proceeds in the amount of $250,000, subject to the
provisions of paragraph (5) below.
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, the
Insured's transferee, or the Insured's beneficiary(ies) or estate shall have no
rights or interests in the Policy with respect to that portion of the death
proceeds designated in paragraph (2) of this endorsement if the Insured's
service with the Bank terminated because of Termination for Cause under the
Split Dollar Agreement.
Modification of Assignment Provisions of the Policy
6. 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.
Owner's Authority
7. 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 the Owner's statement of the amount of premiums the Owner 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 therefore 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 Bank accordingly.
8. Any transferee's rights shall be subject to this Endorsement.
9. The Owner accepts and agrees to this split dollar endorsement.
10. 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.
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Signed at New Milford, Connecticut, this day of , 2002.
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NewMil Bank
By:
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Its:
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The Insured accepts and agrees to the foregoing and, subject to the rights
of the Owner as stated above, designates
,
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(relationship: ) as primary beneficiary(s)
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and
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(relationship:
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) as secondary beneficiary of the portion of the proceeds
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described in (2) above.
Signed at New Milford, Connecticut, this day of , 2002.
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The Insured
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