ESSA BANK & TRUST
ENDORSEMENT SPLIT DOLLAR
LIFE INSURANCE AGREEMENT
ENDORSEMENT SPLIT-DOLLAR LIFE INSURANCE AGREEMENT (the "Agreement")
adopted this 1st day
of October, 2008,
by and between
ESSA Bank & Trust
"Bank"), and V. Gail Warner (the "Executive").
purpose of this
Agreement is to retain
and reward the
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
Whenever used in this
the following terms shall have the
the benefit set forth in Section 2.1.
means each designated
person, or the estate
of the deceased
Executive, entitled to
benefits, if any, upon the death of the Executive.
Designation Form" means the form established from time to time
the Plan Administrator that the Executive completes, signs and returns
the Plan Administrator to designate one or more Beneficiaries.
means the Board of Directors of the Bank as from time to time
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
greater of (i) the cash surrender value or (ii) the aggregate
Age" means the Executive's attainment of age 65.
1.9 "Policy" or
"Policies" means the
policy or policies
adopted by the Bank for purposes of insuring the Executive's life under
Interest. The Bank shall own the Policies
and shall have the right
exercise all incidents of ownership, except as limited herein. The
shall be the
beneficiary of the
proceeds of the Policies
after the Executive's
Interest is determined according to Section 2.2
Interest. Upon Executive's death (1) while employed by the
Bank; and (2) prior to Normal Retirement Age, the Executive's
shall be entitled to an amount of death proceeds equal to four times (4X)
defined by the Bank)
or 100% of the
insurance portion of
whichever is less. The net-at-risk
insurance portion is
the total proceeds less the cash value of the Policy.
no event shall the death benefit hereunder exceed the Net Death
the Policy. The Executive, or the Executive's assignee,
shall have the
right to designate the Beneficiary pursuant to the terms of this
the earlier of (1)
of employment for any
reason; or (2)
of Normal Retirement Age, this
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
life of the Insured.
In no event shall the
Bank be obligated to pay a
Agreement from its general funds. Should an
Insurer refuse or be unable to pay death proceeds endorsed to
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.
Premiums and Imputed Income
3.1 Premium Payment.
The Bank shall pay all premiums due on all Policies.
The Bank shall determine the economic benefit
attributable to the
Executive based on the
life insurance premium
age multiplied by the
aggregate death benefit payable
The "life insurance premium factor" is the minimum
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
an annual basis, by adding the economic benefit to the Executive's
if applicable, Form 1099.
4.3 Suicide or
No benefits shall be payable if the
commits suicide during
the Policy exclusion
period, or if the insurance
company denies coverage (i) for material misstatements of fact made by
Executive on any application for life insurance purchased by the Bank, or
for any other reason;
provided, however that
the Bank shall evaluate
reason for the denial, and upon advice of legal counsel and in its
discretion, consider judicially challenging any denial.
The Executive shall
have the right, at any time, to designate
Beneficiary(ies) to receive any benefits payable under the
death of the Executive. The Beneficiary designated under this
be the same as or different from the beneficiary designation under any
other Agreement of the Bank in which the Executive
The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation
delivering it to
the Bank or its designated agent. The Executive's
be deemed automatically revoked if the
Beneficiary predeceases the Executive or if the Executive names a
Beneficiary and the marriage is subsequently dissolved. The
the right to change a Beneficiary by completing, signing and
complying with the terms of the Beneficiary Designation Form and
rules and procedures,
as in effect from time
to time. Upon the acceptance
the Bank of a new Beneficiary Designation Form, all Beneficiary
shall be cancelled. The Bank shall be
entitled to rely on
the last Beneficiary
Form filed by the
Executive and accepted by the Bank prior to the Executive's
No designation or change in designation of a
shall be effective until received, accepted and acknowledged in
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's surviving spouse shall be the
Beneficiary. If the
Executive has no surviving spouse, the
be made payable to the personal representative of the