This Life Insurance Split Dollar Agreement involves
Title: EXECUTIVE LIFE INSURANCE BONUS AGREEMENT EFFECTIVE ON OR AFTER NOVEMBER 19, 2007
Governing Law: Virginia Date: 2/6/2008
Industry: Printing and Publishing Sector: Services
EXECUTIVE LIFE INSURANCE BONUS AGREEMENT
EFFECTIVE ON OR AFTER NOVEMBER 19, 2007
This Executive Life Insurance Bonus Agreement (the “Agreement”) is made and entered into as of , 20 , by and between (“Executive”) and Media General, Inc. (“Company”).
|A.||The Company will annually provide the Executive with special bonus compensation in recognition of the Executive’s ongoing valuable contribution to the success of the Company and as an inducement for the Executive’s continued employment in the future;|
|B.||The Company and the Executive desire to have the specifics of the annual bonus compensation and the criteria pursuant to which such compensation will be paid reduced to a written agreement.|
|C.||This Agreement, the compensation provided hereunder, and the related Executive Life Insurance Bonus Agreement Program Summary are intended to comply with section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and Treasury Regulations thereunder, and shall be administered and interpreted accordingly.|
NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and covenants set forth below, the Company and the Executive agree as follows:
DEFINITIONS AND CONSTRUCTION
|1.1||Definitions . For purposes of this Agreement, unless otherwise clearly apparent from the context, the following phrases or items shall have the following indicated meanings:|
|(a)||“ Actual Policy ” shall mean the actual registered corporate variable universal life insurance product (policy number ), issued by the Insurer and owned by the Executive or the Executive’s designee, for which the Company shall remit Premium to the Insurer on the Executive’s behalf and which shall reflect the Executive’s actual allocation of policy values.|
“ Base Compensation ” shall mean: (i) the Executive’s annual base salary, excluding bonuses, commissions, overtime, director fees and other fees, paid to the Executive for employment services rendered to the Company, before reduction for compensation deferred pursuant to all qualified, non-qualified and Code Section 125 plans of the Company. For purposes of determining the Executive’s Base Compensation for every year up to and including the year in which such Executive
terminates (including termination due to Total Disability) or retires, the Base Compensation established for the Executive as of January 1 of that year shall be used. For any and all subsequent years (if any) covered by this Agreement, the Executive’s Base Compensation established for the Executive as of January 1 in the year in which the Executive terminates (including termination due to Total Disability) or retires shall be used.
|(c)||“ Cause ” shall mean:|
|(i)||the failure of the Executive to perform the Executive’s duties with the Company or an affiliated company (other than any such failure resulting from incapacity due to physical or mental illness),|
|(ii)||the engaging by the Executive in illegal conduct or gross misconduct which is injurious to the Company,|
|(iii)||conviction of an act of embezzlement or fraud against the Company, or a conviction of a felony or guilty or nolo contendere plea by the Employee with respect thereto, or|
|(iv)||deliberate dishonesty of the Executive with respect to the Company or any of its affiliated companies.|
|(d)||“ Effective Date ” shall mean the date the Insurer issues the Executive’s Actual Policy.|
|(e)||“ Bonus Compensation ” shall mean the sum of the Premium, and a cash bonus computed in the manner described in Section 3.2.|
|(f)||“ Insurer ” shall mean Travelers Life Insurance Company and/or such other carrier(s) as the Company may, in its sole discretion, select for purposes of remitting Premium.|
|(g)||“Non-Compete Requirement” shall mean that an Executive shall not, without the written consent of the Company, directly or indirectly enter into or in any manner take part in any business, profession or other endeavor which shall be in competition with the business of the Company, either as an employee, agent, independent contractor, owner or otherwise in any state in which the Company is conducting business.|
“ Phantom Policy ” shall be used solely for the purpose of computing the amount of Premium due to the Insurer for any given Policy Year, based upon the following assumptions: (i) the issue date, health “rating” of the insured, attained age of the insured and other similar underwriting attributes reflected in the Actual Policy shall also be reflected in the Phantom Policy; provided, however, in the event the Executive’s Actual Policy is a joint life policy, the Phantom Policy shall be deemed to be a single life policy insuring the life of the Executive; (ii) the Phantom Policy shall be funded with annual
premiums over the premium payment period; (iii) the premium payment period shall commence upon the Effective Date and shall be assumed to continue until the Policy Year in which the Executive will attain age sixty-five (65), or actual termination in the event the Executive continues employment past age sixty-five (65); (iv) the Phantom Policy shall be deemed to be the same registered corporate variable universal life insurance product as the Actual Policy; provided, however, in the event the Executive’s Actual Policy is a joint life policy, the Phantom Policy shall be deemed to be a single life policy insuring the life of the Executive; (v) any and all Premiums paid to the Insurer pursuant to this Agreement, for prior Policy Years, shall be deemed to be contributed to this Phantom Policy as of the date such Premiums are contributed to the Actual Policy; (vi) all Premiums and policy values shall be assumed to grow at a net crediting rate of 8.5% (before reduction for mortality and policy expenses but net of investment management fees) within the Phantom Policy (irrespective of the Executive’s allocation choices within the Actual Policy) and (vii) the Phantom Policy shall be funded, annually, with Premium based on all of the following benefit targets:
The first funding target shall be to provide a death benefit to the Executive equal to 300% of the sum of Base Compensation and Targeted Incentive Bonus.
The second funding target shall be to provide a death benefit to the Executive through his projected retirement age of sixty-five (65) equal to 300% of Projected Total Compensation.
The third funding target shall be to provide cash value , as the end of the premium payment period (described above), sufficient to sustain ongoing death benefit coverage equal to 150% of Projected Total Compensation.
Upon any actual termination of employment, which occurs before the term of this Agreement has been completed, pursuant to Section 4.1, other than termination due to Total Disability,