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Exhibit 10(cc)
SPLIT DOLLAR ASSIGNMENT
INSURANCE AGREEMENT
THIS
AGREEMENT made effective as of February 1, 1995, by and between
EUA
Service Corporation, a Massachusetts corporation having its
principal place of
business in Boston, Massachusetts (the "Corporation"), and Barbara
A. Hassan
(the "Employee").
WHEREAS, the Employee is a valued employee of the Corporation;
and
WHEREAS, the Corporation wishes to assist the Employee with a
life
insurance program in recognition of the Employee's ongoing valuable
contribution
to the business success of the Corporation; and
WHEREAS, the Employee is the owner of an insurance policy on his or
her
life, including all supplemental riders or endorsements to such
insurance
policy, which policy the Employee and Corporation wish to make
subject to a life
insurance plan pursuant to the terms and conditions of this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants
hereinafter set forth, the Parties hereto agree as follows:
ARTICLE I
OWNERSHIP OF THE POLICY
1.1 Employee as Owner.
The Employee shall be the owner of the policy (which
term
shall include all supplemental riders or endorsements thereto)
(hereinafter the "Policy") and may exercise all ownership rights
granted to
the
owner thereof by the terms of the Policy, except as may otherwise
be
provided herein. If the Employee transfers ownership of the Plan to
a
trustee or other third party owner, such trustee or owner shall be
treated
as
the Employee throughout this Agreement where appropriate. The
Employee
and
the Corporation agree that the Policy shall be subject to the terms
and
conditions of this Agreement.
1.2 Assignment. The
Employee agrees to execute an assignment (the "Assignment")
to
the Corporation to secure the Corporation's rights under this
Agreement,
in
the form required by or acceptable to the issuer of the Policy
(the
"Issuer"), a copy of which is attached hereto. The Assignment shall
set
forth the rights of the Corporation in and with respect to the
Policy
pursuant to the terms and conditions of this Agreement. The
Employee and
the
Corporation agree to be bound by the terms of the Assignment.
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AGREEMENT
PAGE TWO
(a)
Corporation's Rights.
The Corporation's rights with respect to the
Policy shall be limited to:
(i) The right to
realize up to the Corporate Interest (See Sec. 4.3)
of the fund value of the Policy on the full or partial
surrender
of the Policy;
(ii) The right to realize the proceeds of the Policy as set forth
in
Section 3.2 of Article 3, below (the "Corporation's Death
Benefit
Portion"), in the event of the death of the Employee; and
(iii) The right to release the Assignment upon receipt of the
Corporate Interest.
(b)
Employee's Rights. The
Employee shall retain all other rights as owner
of the Policy, including, but not limited to, the following:
(i) The right to cause
the full or partial surrender of the Policy;
provided, however, that the Employee shall give the Corporation
thirty (30) days advance written notice of his exercise of such
right; and
(ii) The right to exercise all non-forfeiture or lapse option
rights
permitted by the terms of the Policy; and
(iii) The right to designate and to change the beneficiary or
beneficiaries of the portion of the proceeds of the Policy
payable, upon the death of the Employee, to the Employee's
beneficiary, pursuant to Subsection 3.1 of Article 3, below
(the
"Employee's Death Benefit Portion"); and
(iv) The right to assign the Employee's rights in and with respect
to
the Policy.
(v) The right to elect
any optional form of settlement available with
respect to the Employee's Death Benefit Portion; and,
(vi) The right to obtain, directly or indirectly, one or more loans
or
advances against the fund value of the Policy and the right to
pledge or assign the Policy as security for such loans or
advances; provided, however, that any such actions by the
Employee shall in no way diminish the Corporation's right to
receive the Corporate Interest or the Corporation's Death
Benefit
Portion, or an equivalent amount pursuant to Subsection 1.2(a).
The Employee agrees to exercise this right only with the
written
consent of the Corporation.
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AGREEMENT
PAGE THREE
ARTICLE II
PAYMENT OF PREMIUMS AND APPLICATION OF DIVIDENDS
2.1 Premium. As used
herein, the term "premium" shall mean the planned yearly
amount agreed upon between the Corporation and the Employee as
the
contribution toward the Policy for any year; provided, however,
that such
amount shall never be less than the Policy's minimum required
premium for
such
year. "Premium" shall also include all costs associated with
all
supplemental riders and endorsements to the Policy.
2.2 Premium Payment:
Timing. Effective February 1, 1995, the Corporation
shall pay the premium on the Policy to the Issuer on or before the
due date
of
each premium payment, and in any event, not later than the
expiration of
the
grace period under the Policy for such premium payment. Within
the
policy year, the Corporation shall furnish the Employee with
written notice
of
such timely payment.
ARTICLE III
RIGHTS UPON DEATH OF EMPLOYEE
3.1 Employee's Death
Benefit Portion. The Employee's designated beneficiary or
beneficiaries, as set forth in the Policy, shall be entitled to
receive (a)
if
the Employee dies while actively employed by the Corporation, four
times
the
Employee's then current annual salary, or (b) if the Employee
dies
after retirement from the Corporation but prior to the termination
of this
Agreement, one-half (0.5) times the Employee's salary at time
of
retiremen
