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Essa Bank Trust Endorsement Split Dollar Life Insurance Agreement

Life Insurance Split Dollar Agreement

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Date: 10/6/2008
Industry: Regional Banks     Sector: Financial

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                                ESSA BANK & TRUST
                            ENDORSEMENT SPLIT DOLLAR
                            LIFE INSURANCE AGREEMENT

adopted   this 1st day of October,   2008,   by and between   ESSA Bank & Trust (the
"Bank"), and Diane K. Reimer (the "Executive").

     The purpose of this   Agreement   is to retain and reward the   Executive,   by
dividing the death proceeds of certain life   insurance   policies which are owned
by the Bank on the life of the Executive with the designated   beneficiary of the
Executive.   The Bank   will   pay the life   insurance   premiums   from its   general

                                    Article 1

     Whenever   used in this   Agreement,   the   following   terms   shall   have   the
meanings specified:

1.1   "Bank's Interest" means the benefit set forth in Section 2.1.

1.2   "Beneficiary"   means each designated   person, or the estate of the deceased
     Executive, entitled to benefits, if any, upon the death of the Executive.

1.3   "Beneficiary Designation Form" means the form established from time to time
     by the Plan Administrator that the Executive   completes,   signs and returns
     to the Plan Administrator to designate one or more Beneficiaries.

1.4   "Board"   means   the   Board of   Directors   of the Bank as from   time to time

1.5   "Executive's Interest" means the benefit set forth in Section 2.2.

1.6   "Insurer" means the insurance company issuing the Policy on the life of the

1.7   "Net Death Proceeds" means the total death proceeds of the Policy minus the
     greater of (i) the cash surrender value or (ii) the aggregate premiums paid
     by the Bank.

1.8   "Normal Retirement Age" means the Executive's attainment of age 65.

1.9   "Policy" or "Policies"   means the individual   insurance   policy or policies
     adopted by the Bank for   purposes of insuring   the   Executive's   life under
     this Agreement.

                                    Article 2
                           Policy Ownership/Interests

2.1   Bank's   Interest.   The Bank shall own the Policies and shall have the right
     to exercise all incidents of ownership,   except as limited herein. The Bank
     shall be the   beneficiary   of the remaining   death proceeds of the Policies
     after the   Executive's   Interest   is   determined   according   to Section 2.2

2.2   Executive's   Interest.   Upon   Executive's   death (1) while   employed by the
     Bank; and (2) prior to Normal   Retirement Age, the Executive's   Beneficiary
     shall be entitled to an amount of death   proceeds   equal to four times (4X)
     current   base   salary (as   defined by the Bank) or 100% of the   net-at-risk
     insurance   portion of the   proceeds,   whichever   is less.   The   net-at-risk
     insurance   portion is the total proceeds less the cash value of the Policy.
     In no event shall the death benefit hereunder exceed the Net Death Proceeds
     of the Policy. The Executive,   or the Executive's assignee,   shall have the
     right to designate the Beneficiary pursuant to the terms of this Agreement.
     Upon the   earlier of (1)   Executive's   termination   of   employment   for any
      reason;   or (2)   Executive's   attainment   of Normal   Retirement   Age,   this
     Agreement shall   automatically   terminate and no death benefit shall be due

2.3   Bank has no Obligation to Pay. Death proceeds   payable under this Agreement
     shall be paid solely by the Insurer from the proceeds of any Policy(ies) on
     the life of the   Insured.   In no event shall the Bank be obligated to pay a
     death   benefit   under this   Agreement   from its   general   funds.   Should an
     Insurer refuse or be unable to pay death proceeds endorsed to Insured under
     the   express   terms   of this   Agreement,   or   should   the Bank   cancel   the
     Policy(ies)   for any   reason,   Executive's   Beneficiary(ies)   shall   not be
     entitled to a death benefit.

                                    Article 3
                           Premiums and Imputed Income

3.1   Premium Payment. The Bank shall pay all premiums due on all Policies.

3.2   Economic    Benefit.    The   Bank   shall    determine   the   economic    benefit
     attributable   to the Executive   based on the life insurance   premium factor
     for the   Executive's   age multiplied by the aggregate death benefit payable
     to the   Beneficiary.   The "life   insurance   premium   factor" is the minimum
     factor   applicable under guidance   published   pursuant to Treasury Reg. ss.
     1.61-22(d)(3)(ii) or any subsequently applicable authority.

3.3   Imputed Income. The Bank shall impute the economic benefit to the Executive
     on an annual basis, by adding the economic   benefit to the Executive's W-2,
     or if applicable, Form 1099.

                                    Article 4
                               General Limitations

4.3   Suicide or   Misstatement.   No   benefits   shall be payable if the   Executive
     commits   suicide during the Policy   exclusion   period,   or if the insurance
     company denies coverage (i) for material   misstatements of fact made by the
     Executive on any application   for life insurance   purchased by the Bank, or
     (ii) for any other reason;   provided,   however that the Bank shall evaluate
     the reason for the denial, and upon advice of legal counsel and in its sole
     discretion, consider judicially challenging any denial.


                                     Article 5

5.1   Beneficiary.   The Executive shall have the right, at any time, to designate
     a Beneficiary(ies) to receive any benefits payable under the Agreement upon
     the death of the Executive. The Beneficiary designated under this Agreement
     may be the same as or different from the beneficiary   designation under any
     other Agreement of the Bank in which the Executive participates.

5.2   Beneficiary    Designation;    Change.    The   Executive    shall   designate   a
     Beneficiary by completing and signing the Beneficiary Designation Form, and
     delivering   it to   the   Bank   or   its   designated   agent.   The   Executive's
     beneficiary   designation   shall   be   deemed   automatically   revoked   if the
     Beneficiary predeceases the Executive or if the Executive names a spouse as
     Beneficiary and the marriage is subsequently dissolved. The Executive shall
     have the right to change a Beneficiary by completing, signing and otherwise
     complying with the terms of the Beneficiary Designation Form and the Bank's
     rules and   procedures,   as in effect from time to time. Upon the acceptance
     by   the   Bank   of a   new   Beneficiary   Designation   Form,   all   Beneficiary
      designations   previously   filed   shall   be   cancelled.   The   Bank   shall be
     entitled   to rely on the last   Beneficiary   Designation   Form   filed by the
     Executive and accepted by the Bank prior to the Executive's death.

5.3   Acknowledgment.   No   designation   or change in designation of a Beneficiary
     shall be effective until received,   accepted and acknowledged in writing by
     the Bank or its designated agent.

5.4   No   Beneficiary   Designation.    If   the   Executive   dies   without   a   valid
     designation of beneficiary,   or if all designated   Beneficiaries predecease
     the   Executive,    then   the   Executive's   surviving   spouse   shall   be   the
     designated   Beneficiary.   If the   Executive   has no surviving   spouse,   the
     benefits   shall   be made   payable   to the   personal   representative   of the
     Executive's estate.

5.5   Facility   of   Payment.   If the Bank   determines   in its   discretion   that a
     benefit is to be paid to a minor, to a person declared incompetent, or to a
     person incapable of handling the disposition of that person's property, the
     Bank   may   direct    payment   of   such   benefit   to   the    guardian,    legal
     representative   or   person   having   the   care or   custody   of   such   minor,
     incompetent   person or   incapable   person.   The Bank may   require   proof of
     incompetence,   minority or guardianship as it may deem appropriate prior to
     distribution   of the benefit.   Any payment of a benefit   shall be a payment
     for the account of the Executive and the   Executive's   Beneficiary,   as the
     case may be, and shall be a complete   discharge of any liability   under the
     Agreement for such payment amount.

                                    Article 6

     The Executive   may   irrevocably   assign   without    

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