Exhibit 10.2
FORM OF RESTATED SPLIT-DOLLAR
INSURANCE AGREEMENT
THIS RESTATED
AGREEMENT is entered into as of this 31st day of December, 2008, by
and between Hurco Companies, Inc., an Indiana corporation (the
"Employer"), and ________________, (the "Employee").
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A.
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The Employee is
a valued employee of the Employer, and the Employer wishes to
retain him in its employ.
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B.
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The Employer,
as an inducement to such continued employment, has determined to
assist the Employee with his personal life insurance
program.
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C.
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Prior to the
execution of this restated agreement, the Employer has been
operating a split-dollar insurance program pursuant to which it
became the owner of certain life insurance policies (the
"Policies") issued by The Northwestern Mutual Life Insurance
Company on the life of the Employee, naming the Employer as an
insured party and providing the Employee with the right to
designate the beneficiary for a portion of the life insurance
proceeds and certain other rights.
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D.
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The Employer
and the Employee now wish to amend and restate the terms of the
program by entering into this Restated Split-Dollar Insurance
Agreement (the "Restated Agreement").
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Now, therefore,
in consideration of the foregoing and the following mutual
undertakings, the Employer and the Employee agree as
follows:
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The Employer
will continue to be the sole owner of the Policies.
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In the event of
the Employee's death, the beneficiaries of the Policies shall have
the following interests in the proceeds of the Policies:
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The Employer
shall be the direct beneficiary of the Policies to the extent of
(i) the total premium advances paid to the Insurer, plus (ii) the
Employer's other cash payments to or on behalf of the Employee
related to the Policies, less (iii) the outstanding indebtedness on
the Policies ("Primary Interest").
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If the proceeds
of the Policies exceed the amount of the Primary Interest, the
Employee's designated beneficiaries shall be the direct
beneficiaries of the remaining proceeds to the extent of 200% of
the Employee's annual compensation rate at his date of death, plus
100% of the Employee's most recently received bonus as of his date
of death ("Secondary Interest").
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If the proceeds
of the Policies exceed the sum of the Primary Interest and the
Secondary Interest, the Employer shall be the direct beneficiary of
any remaining proceeds.
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The Employee
shall have the right to designate and change direct and contingent
beneficiaries of the Secondary Interest and to elect and change a
payment plan for such beneficiaries with respect to the Secondary
Interest.
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The Employer
shall pay all premiums on the Policies as they become
due.
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Policy
dividends shall be applied to purchase paid-up additional insurance
protection.
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The Employer
shall not sell, surrender, change the insured, or transfer
ownership of the Policies while this Restated Agreement is in
effect.
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In the event of
the Employee's termination for any reason other than death, the
Restated Agreement shall terminate, and the Employee shall have the
option, for a period of 60 days, to purchase the Policies by paying
the Employer in cash an amount equal to the Primary
Interest. The 60-day purchase period will begin six
months following the Employee's termination date. If the
Employee does not purchase a Policy pursuant to this Section, the
Employer may sell, surrender, change the insured, or transfer
ownership of the Policy, and the Employee shall forfeit all rights
under the Policy.
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The Restated
Agreement shall terminate automatically with respect to the
Policies at the end of the 15th policy year of the first-issued
Policy. In that event, t
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