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Collateral Assignment Split-dollar Insurance

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EXHIBIT 10-G


COLLATERAL ASSIGNMENT SPLIT-DOLLAR INSURANCE
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AGREEMENT FOR UNIVERSAL LIFE POLICIES
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THIS AGREEMENT made this 30 day of April, 1989, by and between Dana Corporation, a Virginia Corporation having its principal place of business in Toledo, Ohio (hereinafter the "Corporation"), and Joseph Magliochetti, (hereinafter the "Employee").


WITNESSETH
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WHEREAS, the Employee is a valued employee of the Corporation; and


WHEREAS, the Corporation wishes to assist the Employee with his personal life insurance program both as an inducement to the Employee's continued employment and 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 split-dollar life insurance plan pursuant to the terms and conditions of this Agreement; and


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the Parties hereto agree as follows:


ARTICLE I
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OWNERSHIP OF THE POLICY
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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. The Employee and the Corporation agree that the Policy shall be subject to the terms and conditions of this Agreement.


1.2 COLLATERAL ASSIGNMENT. The Employee agrees to execute a collateral assignment (hereinafter the "Collateral 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 (hereinafter "the Issuer"), a copy of which is attached hereto as Exhibit I. The Collateral 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 Collateral Assignment.


(a) CORPORATION'S RIGHTS. The Corporation's rights with respect to the Policy shall be limited to:


(i) The right to obtain, directly or indirectly, one or more loans or
advances against the fund value of the Policy, to the extent of, but
not


2


in excess of, the amount set forth in Section 4.3 of Article 4, below
(hereinafter the "Corporation's Surrender Portion"), and the right to
pledge or assign the Corporation's Surrender Portion as security for
such loans or advances;


(ii) The right to realize up to the Corporation's Surrender Portion of
the fund value of the Policy on the full or partial surrender of the
Policy;


(iii) The right to realize the proceeds of the Policy as set forth in
Section 3.1 of Article 3, below (hereinafter the "Corporation's Death
Benefit Portion"), in the event of the death of the Employee; and


(iv) The right to release the Collateral Assignment upon receipt of the
Corporation's Surrender Portion.


(b) EMPLOYEE'S RIGHTS. The Employee shall retain all 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 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 Corporation's Surrender Portion
or the Corporation's Death Benefit Portion, or an equivalent amount
pursuant to Subsection 1.2(a) of this Article 1; and


(iii) The right to exercise all non-forfeiture or lapse option rights
permitted by the terms of the Policy; and


(iv) 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 3.2 of Article 3, below (hereinafter the "Employee's
Portion"); and


(v) The right to elect any optional form of settlement available with
respect to the Employee's Portion; and


(vi) The right to assign the Employee's rights in and with respect to
the Policy.


ARTICLE 2
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PAYMENT OF PREMIUMS AND APPLICATION OF DIVIDENDS
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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. The Corporation shall
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