EXHIBIT 10.10
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
(NEW POLICIES)
ORIGINAL IN OH&S WILL VAULT
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
(NEW POLICIES)
This Split Dollar Life Insurance Agreement is made as of July 20, 1998,
by and between ▇▇▇▇▇▇▇ MARITIME CORPORATION, a Delaware corporation (the
"Corporation") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., (its "Employee").
RECITALS
1. The Employee owns certain policies of insurance on the life of
▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Insured"), as shown on the attached Schedule A (each such
policy being referred to herein as the "Policy").
2. The Corporation and the Employee desire to have an agreement
outlining their respective obligations with respect to the Policy.
3. The parties intend this Agreement to constitute a plan of split
dollar life insurance under Revenue Rulings 64-328 and 66-110.
NOW, THEREFORE, in consideration of the good and valuable consideration
referred to herein, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Ownership of the Policy.
(a) The Employee is the sole owner of the Policy, and may
exercise all incidents of ownership with respect thereto without the
Corporation's consent, subject only to the limited rights given the Corporation
under the terms of the limited collateral assignment provided for herein.
(b) The Employee shall execute and deliver a limited collateral
assignment to the Corporation as security for repayment of the amount due to the
Corporation under this Agreement. However, the Corporation shall neither have
nor exercise any rights as
collateral assignee of the Policy that could in any way defeat or impair the
Employee's right to receive the cash surrender value or the death proceeds of
the Policy in excess of the amount due to the Corporation hereunder. In no
event shall the Corporation have the power to change the beneficiary, to
surrender the Policy, to assign the Policy or revoke an assignment, to pledge
the Policy for a loan, or to obtain from the insurer a loan against the
surrender value of the Policy. All provisions of this Agreement and of such
collateral assignment shall be construed so as to carry out such intention. A
form of the Limited Collateral Assignment is attached hereto as Exhibit B.
2. Premium Payments.
(a) The Corporation shall pay the entire premium on the Policy on
or before the date said premium is due or the end of the grace period allowed
for the payment of premiums.
(b) Until this Agreement is terminated, the Employee shall pay to
the Corporation each year an amount equal to the economic benefit to the
Employee with respect to the Policy as determined under applicable Internal
Revenue Service rulings.
3. Termination Of This Agreement. This Agreement shall terminate upon
the first to occur of any one of the following events (the "Termination Event"):
(a) Upon surrender of the Policy by the Employee to the issuer of
the Policy;
(b) If the Employee fails to make any payment required pursuant
to paragraph 2(b) of this Agreement within 60 days after notice from the
Corporation of the amount due;
(c) at the option of the Corporation if the Employee ceases to be
employed by the Corporation; or
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(d) bankruptcy, insolvency or dissolution of the Corporation.
4. Rights Upon Termination. Upon the termination of this Agreement,
(a) the obligations of the Corporation to pay the premiums on the
Policy shall cease; and
(b) within 30 days after the Termination Event, the Employee shall
pay to the Corporation an amount equal to the lesser of (i) the Policy cash
surrender value or (ii) the amounts paid by the Corporation pursuant to
paragraph 2(a) of this Agreement (reduced by all payments made by the Employee
under paragraph 2(b)).
5. Rights Upon Death Of Insured. Unless this Agreement is sooner
terminated as provided in this Agreement, within 30 days after the death of the
Insured under the Policy, the Employee shall pay to the Corporation an amount
equal to the amounts paid by the Corporation pursuant to paragraph 2(a) of this
Agreement (reduced by all payments made by the Employee under paragraph 2(b)).
6. Insurer Not A Party. The issuer of the Policy is not a party to this
Agreement for any purpose, shall not be obligated to inquire into the
distribution of any monies payable or paid by it under the Policy and shall be
fully discharged from any and all liability under the terms of the Policy upon
payment or other performances in accordance with the terms of the Policy.
7. Governing Law. This Agreement shall be governed by the laws of the
State of California.
8. Entire Agreement. The Corporation and the Employee each warrant that
no promise, inducement or agreement not contained or referred to in the
Agreement has been made to it or to him in connection with this Agreement.
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9. ERISA Provisions. The Corporation is hereby designated as the named
fiduciary under this Agreement. The named fiduciary shall have the authority to
control and manage the operation and administration of this Agreement. The
policy for funding the obligations under this Agreement shall be the payment of
premiums on the Policy.
10. Binding Effect. This Agreement is binding upon and inures to the
benefit of the Corporation and the Employee and their representatives, agents,
servants, employees, heirs, successors, executors, administrators, attorneys,
partners, insurers, stockholders, predecessors and assigns.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.
▇▇▇▇▇▇▇ MARITIME CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Exec. V.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Employee
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SCHEDULE A
----------
(Policies On Life Of ▇▇▇▇▇ ▇▇▇▇▇▇▇)
Insurance Company Policy Description/No. Face Amount
----------------- ---------------------- -----------
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Variable Life
Life Insurance Co. No. 50,607,001 $10,000,000
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Variable Life
Life Insurance Co. No. 50,607,002 $10,000,000
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Variable Life
Life Insurance Co. No. 50,607,003 $5,000,000
Pacific Life Variable Life
Insurance Co. No. VP60672500 $5,000,000
Pacific Life Variable Life
Insurance Co. No. VP60672510 $10,000,000
Pacific Life Universal Life
Insurance Co. No. 1A23S1223-0 $10,000,000
5
SCHEDULE B
LIMITED COLLATERAL ASSIGNMENT
-----------------------------
This Limited Collateral Assignment is made by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as
Assignor, to ▇▇▇▇▇▇▇ Maritime Corporation, a Delaware Corporation, as Assignee.
FOR VALUE RECEIVED, the Assignor hereby collaterally assigns to the
Assignee Policy No. _________, issued by ______________ (the "Insurer") in the
face amount of _________ (the "Policy"), upon the life of ▇▇▇▇▇ ▇▇▇▇▇▇▇, on the
following terms:
1. The sole purpose of this limited collateral assignment is to secure the
Assignee's right to receive the amount due to it under that certain Split
Dollar Life Insurance Agreement between the Assignor and the Assignee, dated as
of July 20, 1998.
2. This limited collateral assignment includes no incidents of ownership
in the Policy, and the Assignee's interest in the Policy is not assignable to
anyone other than the undersigned or his nominee.
3. The Assignor retains all incidents of ownership in the Policy,
including, without limitation, the power to change the beneficiary, the power
to effect an exchange of the Policy, the power to surrender or cancel the
Policy, the power to assign the Policy or revoke an assignment, and the power
to pledge the Policy for a loan or to obtain from the Insurer a loan against
the surrender value of the Policy.
4. The Insurer is hereby authorized to recognize the Assignee's rights
hereunder without investigating the Assignee's rights under the Split Dollar
Life Insurance Agreement, the signature of the Assignee shall be sufficient for
the exercise of any rights under the Policy and the receipt of the Assignee
for any sums received by it shall be a full discharge and release to the
Insurer.
5. Upon full payment to the Assignee of the amount due to the Assignee
under the Split Dollar Life Insurance Agreement, the Assignee shall execute all
documents required by the Insurer or the Assignor to release this Limited
Collateral Assignment.
This Limited Collateral Assignment is entered into on __________, 1998.
ASSIGNOR
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
ASSIGNEE
▇▇▇▇▇▇▇ MARITIME CORPORATION
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Exec. V.P.
2
LIMITED COLLATERAL ASSIGNMENT
(▇▇▇▇ ▇▇▇▇▇▇▇ POLICIES)
ORIGINAL IN OH&S WILL VAULT
LIMITED COLLATERAL ASSIGNMENT
(▇▇▇▇ ▇▇▇▇▇▇▇ POLICIES)
This Limited Collateral Assignment is made by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as
Assignor, to ▇▇▇▇▇▇▇ Maritime Corporation, a Delaware Corporation, as Assignee.
FOR VALUE RECEIVED, the Assignor hereby collaterally assigns to the
Assignee Policy No. 50,607,001 in the face amount of $10,000,000, Policy No.
50,607,002 in the face amount of $10,000,000, and Policy No. 50,607,003 in the
face amount of $5,000,000, issued by ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Life Insurance
Company (the "Insurer"), upon the life of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (each such policy
being referred to herein as the "Policy"), on the following terms:
1. The sole purpose of this limited collateral assignment is to secure the
Assignee's right to receive the amount due to it under that certain Split Dollar
Life Insurance Agreement between the Assignor and the Assignee, dated as of July
20, 1998.
2. This limited collateral assignment includes no incidents of ownership in
the Policy, and the Assignee's interest in the Policy is not assignable to
anyone other than the undersigned or his nominee.
3. The Assignor retains all incidents of ownership in the Policy,
including, without limitation, the power to change the beneficiary, the power to
surrender or cancel the Policy, the power to effect an exchange of the Policy,
the power to assign the Policy or revoke an assignment, and the power to pledge
the Policy for a loan or to obtain from the Insurer a loan against the surrender
value of the Policy.
4. The Insurer is hereby authorized to recognize the Assignee's rights
hereunder without investigating the Assignee's rights under the Split Dollar
Life Insurance Agreement, the signature of the Assignee shall be sufficient for
the exercise of any rights under the Policy and the receipt of the Assignee for
any sums received by it shall be a full discharge and release to the Insurer.
5. Upon full payment to the Assignee of the amount due to the Assignee
under the Split Dollar Life Insurance Agreement, the Assignee shall execute all
documents required by the Insurer or the Assignor to release this Limited
Collateral Assignment.
This Limited Collateral Assignment is entered into on July 20, 1998.
ASSIGNOR
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
ASSIGNEE
▇▇▇▇▇▇▇ MARITIME CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Exec. V.P.
ORIGINAL IN OH&S WILL VAULT
LIMITED COLLATERAL ASSIGNMENT
(PACIFIC LIFE POLICIES)
This Limited Collateral Assignment is made by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as
Assignor, to ▇▇▇▇▇▇▇ Maritime Corporation, a Delaware Corporation, as Assignee.
FOR VALUE RECEIVED, the Assignor hereby collaterally assigns to the
Assignee Policy No. VP60672500 in the face amount of $5,000,000, Policy No.
VP60672510 in the face amount of $10,000,000, and Policy No. 1A2351223-0 in the
face amount of $10,000,000, issued by Pacific Life Insurance Company (the
"Insurer"), upon the life of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (each such policy being referred
to herein as the "Policy"), on the following terms:
1. The sole purpose of this limited collateral assignment is to secure
the Assignee's right to receive the amount due to it under that certain Split
Dollar Life Insurance Agreement between the Assignor and the Assignee, dated as
of July 20, 1998.
2. This limited collateral assignment includes no incidents of ownership
in the Policy, and the Assignee's interest in the Policy is not assignable to
anyone other than the undersigned or his nominee.
3. The Assignor retains all incidents of ownership in the Policy,
including, without limitation, the power to change the beneficiary, the power
to surrender or cancel the Policy, the power to effect an exchange of the
Policy, the power to assign the Policy or revoke an assignment, and the power
to pledge the Policy for a loan or to obtain from the Insurer a loan against the
surrender value of the Policy.
4. The Insurer is hereby authorized to recognize the Assignee's rights
hereunder without investigating the Assignee's rights under the Split Dollar
Life Insurance Agreement; the signature of the Assignee shall be sufficient for
the exercise of any rights under the Policy and the receipt of the Assignee for
any sums received by it shall be a full discharge and release to the Insurer.
5. Upon full payment to the Assignee of the amount due to the Assignee
under the Split Dollar Life Insurance Agreement, the Assignee shall execute all
documents required by the Insurer or the Assignor to release this Limited
Collateral Assignment.
This Limited Collateral Assignment is entered into on July 20, 1998.
ASSIGNOR
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
ASSIGNEE
▇▇▇▇▇▇▇ MARITIME CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Exec. V.P.