1 EXHIBIT 10.28 MS. LANEY SPLIT DOLLAR AGREEMENT This Agreement, made on June 1, 1998, by and between Chemed Corporation ("the Corporation"), a Delaware corporation with offices at 2600 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202, and...
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EXHIBIT 10.28 ▇▇. ▇▇▇▇▇
SPLIT DOLLAR AGREEMENT
This Agreement, made on June 1, 1998, by and between Chemed
Corporation ("the Corporation"), a Delaware corporation with offices at 2600
Chemed Center, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and The Fifth Third
Bank ("the Trustee"), as Trustee of the Irrevocable Trust U/A ▇▇▇▇▇▇ ▇▇▇▇▇ dated
June 1, 1998 ("the Trust").
1. PREMISES
1.1 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is an employee of the
Corporation and has created the Trust. The Trustee
wishes to insure the life of ▇▇. ▇▇▇▇▇ for the
benefit and protection of ▇▇. ▇▇▇▇▇'▇ family. The
Corporation will help the Trustee provide this
insurance coverage by payment of part of the
premiums under a split dollar arrangement, whereby
the Trustee will be the owner of a life insurance
policy which will be collaterally assigned to the
Corporation as security for amounts the
Corporation will contribute for the premium
payments.
2. APPLICATION FOR INSURANCE
2.1 The Trustee has applied to Phoenix Home
Life Mutual Insurance Company for an Executive
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Equity Life Insurance Plan on the life of ▇▇.
▇▇▇▇▇ for $390,246 ("Policy").
3. POLICY OWNERSHIP
3.1 The Trustee shall own the Policy and may
exercise all rights of ownership with respect to
it, subject only to the security interest of the
Corporation as expressed in this Agreement and the
collateral assignment of the Policy to the
Corporation.
4. PAYMENT OF PREMIUMS
4.1 On or before the due date of each annual
premium on the Policy, the Corporation will pay to
Phoenix Home Life Mutual Insurance Company an
amount equal to the greater of 80 percent of the
annual premium or the annual premium less the cost
(calculated by application of Internal Revenue
Service Table PS-58) of the portion of the
insurance which the beneficiary or beneficiaries
named by ▇▇. ▇▇▇▇▇ or their transferee would be
entitled to receive if ▇▇. ▇▇▇▇▇ died during the
policy year for which the annual premium is paid.
4.2 On or before the due date of each annual
premium on the Policy, the Corporation will pay
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to Phoenix Home Life Mutual Insurance Company, on
behalf of the Trustee, the remainder of the annual
premium. This payment will constitute compensation
to ▇▇. ▇▇▇▇▇ in the form of a bonus and will be
considered paid by the Trustee for purposes of the
Assignment (as defined in Article 5).
4.3 These premium advances by the Corporation
shall apply specifically to annual premiums due
under the Policy up to ▇▇. ▇▇▇▇▇'▇ age of 65.
However, additional premium advances may be made
by mutual agreement of the parties.
5. ASSIGNMENT OF POLICY
5.1 The Trustee shall collaterally assign the
Policy to the Corporation so as to reflect the
respective interests of the parties under this
Agreement, said collateral assignment
("Assignment") having been executed by the parties
on the date of this Split Dollar Agreement, and
thus made a part of such Policy and this
Agreement.
6. USE OF DIVIDENDS
6.1 The dividends declared by Phoenix Home Life
Mutual Insurance Company on the Policy will be
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used to purchase Option Term with the balance used
to purchase paid-up insurance.
6.2 The dividend option which is specified in
paragraph 6.1 of this Article will not be
terminated or changed without a conforming
amendment to this Agreement and unless such change
is done in accordance with the provisions of Part
D "Joint Rights" section of the Assignment.
7. SURRENDER OF POLICY
7.1 The Trustee shall have the sole and
exclusive right to surrender the Policy.
7.2 If the Policy is surrendered, the Trustee
shall direct the insurance company in writing to
draw a check payable to the Corporation in an
amount equal to the "Assignee's Cash Value
Rights", as defined within the provisions of Part
A "Definitions" section of the Assignment.
7.3 If there is a delay in the surrender of the
Policy by either party to this Agreement, and if
such delay results in diminished policy values
being available to either party, neither party to
this Agreement shall hold the insurance company
liable for such diminution in Policy
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values.
8. DEATH CLAIMS
8.1 Upon the death of ▇▇. ▇▇▇▇▇ the Corporation
shall have an interest in the proceeds of the
Policy equal to the "Assignee's Death Benefit
Share", as defined within the provisions of Part A
"Definitions" section of the Assignment. The
balance of proceeds remaining shall be paid
directly by the insurance company to the
beneficiary or beneficiaries designated in the
Policy.
9. TERMINATION OF AGREEMENT
9.1 This Agreement shall terminate upon surrender
of the Policy by the Trustee or upon thirty (30)
days' written notice of termination given by
either party to the other by registered mail at
the party's last known address. 9.2 Prior to
termination of this Agreement, the Trustee shall
direct the insurance company in writing to draw a
check payable to the Corporation for an amount
equal to the "Assignee's Cash Value Interest", as
defined within the provisions of Part A
"Definitions" section of the Assignment. Upon
receipt of this
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amount, the Corporation shall release the security
interest of the Corporation expressed in this
Agreement and the Assignment.
10. SPECIAL PROVISIONS
The following provisions are part of this Plan and
are intended to meet the requirements of the
Employee Retirement Income Security Act of 1974:
10.01 - The named fiduciary: The Secretary
of the Company
10.02 - The funding policy under this Plan
is that all premiums on the Policy
be remitted to the Insurer when
due.
10.03 - Direct payment by the Insurer is
the basis of payment of benefits
under this Plan, with those
benefits in turn being based on
the payment of premiums as
provided in the Plan.
10.04 - For claims procedure purposes, the
"Claims Manager" shall be the
Secretary of the Company.
(a) If for any reason a claim for
benefits under this Plan is
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denied by the Company, the
Claims Manager shall deliver
to the claimant a written
explanation setting forth the
specific reasons for the
denial, pertinent references
to the Plan section 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:
(1) The claimant's claim
shall be deemed filed
when presented orally or
in writing to the Claims
Manager.
(2) The Claims Manager's
explanation shall be in
writing delivered to the
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claimant within 90 days
of the date the claim is
filed.
(b) The claimant shall have 60
days following his/her receipt
of the denial of the claim to
file with the Claims Manager a
written request for review of
the denial. For such review,
the claimant or his/her
representative may submit
pertinent documents and
written issues and comments.
(c) The Claims Manager shall
decide the issue on review and
furnish the claimant with a
copy within 60 days of receipt
of the claimant's request for
review of his/her 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
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the claimant, as well as
specific references to the
pertinent Plan provisions on
which the decision is based.
If a copy of the decision is
not so furnished to the
claimant within such 60 days,
the claims shall be deemed
denied on review.
11. AMENDMENT AND BINDING EFFECT
11.1 This embodies all agreements by the parties
made with respect to the Policy. The Agreement
shall not be modified or amended except by a
writing signed by the parties. The Agreement shall
be binding upon the parties, their heirs, legal
representatives, successors and assigns.
12. GOVERNING LAW
12.1 This Agreement shall be subject to and shall
be construed under the laws of the State of Ohio.
Executed by the parties at Cincinnati, Ohio, as of _________,
1998.
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CHEMED CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness Signature, Corporate Title
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Witness Trustee
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