SPLIT-DOLLAR INSURANCE AGREEMENT
(Collateral Assignment)
THIS
AGREEMENT is entered into this 1st day of January,
2000 , effective as of January 1, 2000 , by and
between GM Offshore, Inc., a Delaware corporation, hereinafter call
“the Company,” and Bruce A. Streeter hereinafter
call “Employee.”
WHEREAS,
Employee, is a valued employee of the Company and the Company
wishes to retain him in its employ, and
WHEREAS,
the Company, as an inducement to such continued employment,
previously provided the Employee with a split-dollar life insurance
plan intended to assist him with his personal life insurance,
and,
WHEREAS,
the parties now desire to document and memorialize the
parties’ existing split-dollar life insurance plan and
incorporate same into this Agreement, which shall supersede the
prior agreement of the parties.
NOW
THEREFORE, the Company and Employee agree as follows:
1. The
life insurance policy with which this agreement deals is Policy
Number 11-604-649, having a policy date of November 29, 1990
(hereinafter called the “Policy”) issued by the
Northwestern Mutual Life Insurance Company (hereinafter called
“Insurer”) on the life of Employee. Employee is and
shall remain sole owner of the Policy.
2. The
entire premium on the Policy has been and shall continue to be paid
by the Company as it becomes due.
3. The
Policy may, at the Company’s discretion, provide a waiver of
premium for disability benefit. If it does so provide, the cost
shall be borne by the Company and the Company shall remit that
amount to the Insurer when due.
4.
Dividends payable on the Policy shall be used to purchase
additional paid-up insurance protection.
5. To
secure the premiums paid by the Employer pursuant to paragraph 2
above (including all premiums on the Policy previously paid and all
premiums to be paid pursuant to this Agreement), Employee has
executed and filed with the Insurer a collateral assignment of the
Policy. Employee agrees that the collateral assignment agreement
shall remain in effect during the term of this Agreement, failing
which the Company shall have no obligation to make the premium
payments on the Policy. The Company’s interest in the Policy
shall not exceed the total amount of premiums paid by it on the
Policy.
6. In
the event the Policy becomes claim by reason of Employee’s
death, the Company shall have an interest in the proceeds of the
Policy equal to the total value of the premiums paid on the Policy
under paragraph 2 of this Agreement, less any policy indebtedness
to the Insurer. The balance, if any, of the proceeds of the Policy
shall be paid directly by the Insurer to the beneficiary designated
by the Employee.
7. This
Agreement may be terminated, subject to the provisions of
paragraphs 8, 9 and 10 below, by Employee, with or without the
consent of the Company, by giving notice in writing to the Company.
This Agreement may be terminated by the Company, subject to the
provisions of paragraphs 8, 9 and 10 below, at any time with the
written consent of Employee or, without the consent of Employee,
for cause as hereafter defined. Termination shall be effective
three (3) days following the date of giving of notice of such
termination. For purposes of this agreement, “cause”
means: a breach by Employee of one or more of his duties to the
Company, which breach is material to the purposes of business of
the Company; gross neglect by Employee of his duties or obligations
to the Company which results in substantial damage to the business
or operations of the Company; the intentional infliction by
employee of substantial damage to the business or operations of the
Company; Employee’s conviction of a federal or state felony
offense or his conviction of any other criminal offense that would
impair his ability to perform his duties hereunder or would impair
the Company; and Employee’s commission of a willful serious
act, such as fraud, embezzlement or theft against the Company. For
purposes of this definition of “cause,” the Company
shall be deemed to include the Company, its parent and any
subsidiary or affiliate of the Company and its parent by which
employee may be employed. Notwithstanding anything herein to the
contrary, in the event this agreement is terminated by the Company
for cause, the termination shall become effective upon the giving
of notice of the termination in writing by the Company to Employee
specifying the cause on which the termination is based.
8. In
the event of termination of this agreement as provided above, the
Company shall no longer be obligated to make payments of the
premiums on the policy, effectively immediately upon such
termination, and Employee shall have the right and option for a
period of 90 days after the date of termination to purchase
from the Company all interest of the Company in the Policy upon
payment to the Company within that time of an amount equal to the
premiums paid by the Company on the Policy under paragraph 2 of
this Agreement, less any policy indebtedness to the Insurer or
other indebtedness secured by the cash value of the Policy. If
Employee exercises such right and option to purchase, th
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