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Georgetown Savings Bank Endorsement Split Dollar Life Insurance Agreement

Life Insurance Split Dollar Agreement

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Date: 6/27/2008

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                                                                    Exhibit 10.5

                             GEORGETOWN SAVINGS BANK

         This Endorsement   Split Dollar Agreement   ("Agreement") is entered into
by Georgetown   Savings Bank ("Bank") and Joseph W. Kennedy   ("Insured")   on June
23, 2008,   and shall be effective   as of June 30, 2008   ("Effective   Date") with
respect to certain life insurance   policies (the "Policy" or "Policies")   issued
by a duly licensed life insurance   company (the "Insurer") set forth on Schedule
A hereto.   Georgetown Bancorp,   Inc. (the "Company") has executed this Agreement
for the sole purpose of guaranteeing   the Bank's payment of premiums   hereunder.
Insured is the Senior   Vice-President   and Chief Financial   Officer of the Bank.
The   respective   rights and duties of the Bank and Insured in the Policy are set
forth herein and on Schedule A attached hereto. This Agreement is intended to be
a non-equity, endorsement split dollar agreement, such that it is not treated as
a impermissible   personal loan from the Bank to the Insured under Section 402 of
the   Sarbanes-Oxley   Act of 2002. Except as set forth in Section 7 hereof,   this
Agreement   shall   remain   in   effect   only   for so long as the   Insured   remains
employed by the Bank.

         1. Policy Title and Ownership; Endorsement.

         (a) Policy title and ownership shall reside in the Bank for its use and
for the use of the Insured,   all in accordance with this Agreement.   Such Policy
shall be treated as "bank owned life insurance"   ("BOLI") and is held subject to
the provisions and   limitations   set forth in the   Interagency   Statement on the
Purchase and Risk   Management of Life Insurance (OCC 2004-56).   The Bank may, to
the extent of its   interest,   exercise   the right to borrow or   withdraw   on the
Policy   cash   values.   Where the Bank and the   Insured   (or   assignee,   with the
consent of the   Insured)   mutually   agree to exercise   the right to increase the
coverage under the Policy, then, in such event, the rights,   duties and benefits
of the parties to such   increased   coverage   shall continue to be subject to the
terms of this Agreement.

         (b) An   endorsement   on   the   form   provided   by the   Insurer   must   be
completed and filed with the Insurer for each Policy identified on Schedule A in
order to implement the rights and obligations   set forth in this Agreement.   The
parties   agree that the Policy shall be subject to the terms and   conditions   of
this Agreement and of the endorsement filed with the Insurer.

         (c) The Bank agrees that, except as otherwise provided herein, it shall
not sell,   assign,   transfer,   surrender   or cancel   the   policy,   or change the
beneficiary designation without the express written consent of the Insured.

         2. Beneficiary Designation Rights. The Insured (or assignee) shall have
the right and power to designate a beneficiary or   beneficiaries   to receive the
Insured's   share of the Policy   proceeds   payable upon the death of the Insured,
subject to any right or


interest the Bank may have in such proceeds, as provided in this Agreement.   The
Bank shall not terminate,   alter or amend the Insured's beneficiary designations
without the written consent of the Insured. The Bank shall be the beneficiary of
any proceeds   remaining   under the Policy after the payment   required under this
Agreement has been made to the Insured's designated beneficiary.

         3. Premium   Payment.   The Bank shall pay an amount equal to the planned
premiums and any other premium   payments that might become necessary to keep the
Policy in force.

         4. Taxable   Benefit.   Annually,   the Insured   will   recognize a taxable
benefit equal to the assumed cost of insurance   required by the Internal Revenue
Service    ("IRS"),    as   determined    from   time   to   time.   The   Bank   (or   its
administrator)   will timely   report to the   Insured   the amount of such   imputed
income   each year on IRS Form W-2 or its   equivalent.   The Bank and the   Insured
intend   that this   Agreement   will be subject to   taxation   under the   "economic
benefit regime" set forth in Treasury Regulations section 1.61-22(d),   such that
the Insured   shall have   taxable   income equal to the annual cost of the current
one-year term life insurance   coverage   provided   under the Policy.   The current
one-year term life   insurance   rate shall be the minimum   amount   required to be
imputed under IRS Notice 2002-28 or any subsequent applicable authority.

         5.   Division of Death   Proceeds.   Upon the death of the   Insured   while
employed by the Bank,   the Bank shall   cooperate   with the Insured's   designated
beneficiary   to take   whatever   action is necessary to collect the death benefit
provided   under the Policy.   Subject to Sections 6 and 9 below,   the division of
the   death    proceeds   of   the   Policy   shall   be   as   follows:    the   Insured's
beneficiary(ies)   designated in   accordance   with Section 2 shall be entitled to
payment from the Policy proceeds directly from the Insurer of an amount equal to
the lesser of:
--- ------ --

                  (i)One Million Dollars ($1,000,000.00); or

                  (ii) The Net Death   Benefit.   The "Net Death Benefit" shall be
the death benefit   payable under the terms of the Policy or Policies   reduced by
the   aggregate   premiums   paid   by the   Bank.   Notwithstanding   anything   to the
contrary   herein,   Bank shall ensure that the Net Death Benefit under the Policy
is never   less   than One   Million   Dollars   ($1,000,000.00)   for as long as this
Agreement is in effect. In the event that the Bank determines that the Net Death
Benefit has decreased or is likely to decrease below said amount, the Bank shall
either increase the premium payments or purchase   additional   insurance in order
to avoid this result.

         6. Ownership of the Cash Surrender Value of the Policies.

         The Bank shall at all times be entitled to one hundred   percent   (100%)
of the Policy's cash value, as that term is defined in the Policy contract, less
any policy loans and unpaid interest or cash withdrawals   previously incurred by
the Bank.   Such cash value shall be   determined   as of the date of   surrender or
death, as the case may be.


         7. Extension of Term of Agreement.

         (a) If a Change in Control of the Bank or the Company shall occur prior
to the Insured's termination of employment or retirement, then the death benefit
coverage   set forth in   Section 5 shall   remain in effect   for   thirty-six   (36)
months   following   Insured's   termination of employment   following the Change in
Control or age 65, unless this Agreement is otherwise terminated pursuant to its
terms prior to such time. For these purposes,   "Change in Control" shall mean: a
change in control of a nature   that:   (i) would be   required   to be   reported in
response   to Item 5.01 of the   current   report on Form 8-K,   as in effect on the
date hereof,   pursuant to Section 13 or 15(d) of the Securities   Exchange Act of
1934 (the "Exchange Act"); or (ii) results in a Change in Control of the Bank or
the Company   within the meaning of the Home   Owners'   Loan Act, as amended,   and
applicable   rules and   regulations   promulgated   thereunder   (collectively,   the
"HOLA")   as in effect at the time of the   Change in   Control;   or (iii)   without
limitation   such a Change in Control   shall be deemed to have   occurred   at such
time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange   Act) is or becomes   the   "beneficial   owner" (as defined in Rule 13d-3
under the Exchange Act),   directly or   indirectly,   of securities of the Company
representing   25% or more of the combined voting power of Company's   outstanding
securities,   except for any   securities   purchased by the Bank's   employee stock
ownership plan or trust; or (b) individuals who constitute the Board on the date
hereof (the   "Incumbent   Board")   cease for any reason to   constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least   three-quarters of
the directors   comprising the Incumbent   Board, or whose nomination for election
by the   Company's   stockholders   was approved by the same   Nominating   Committee
serving   under an   Incumbent   Board,   shall be, for purposes of this clause (b),
considered as though he were a member of the Incumbent   Board;   or (c) a plan of
reorganization,   merger,   consolidation,   sale of all or   substantially   all the
assets of the Bank or the   Company or similar   transaction   in which the Bank or
Company is not the surviving   institution occurs or is effected;   or (d) a proxy
statement   soliciting proxies from stockholders of the Company, by someone other
than the current management of the Company is distributed,   seeking   stockholder
approval of a plan of reorganization,   merger or consolidation of the Company or
similar   transaction   with one or more   corporations   as a result   of which   the
outstanding   shares   of the class of   securities   then   subject   to the plan are
exchanged for or converted into cash or property or securities not issued by the
Company;   or (e) a tender offer is made for 25% or more of the voting securities
of the Company and the shareholders owning beneficially or of record 25% or more
of the   outstanding   securities   of the Company have tendered or offered to sell
their shares   pursuant to such tender offer and such   tendered   shares have been
accepted by the tender offeror.   Notwithstanding   anything in this subsection to
the contrary,   a Change in Control shall not be deemed to have occurred upon the
conversion of the Company's   mutual holding   company parent to stock form, or in
connection with any reorganization used to effect such a conversion.

         (b) In the event of Executive's   involuntary termination other than  

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