{"id":40583,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/split-dollar-insurance-agreement-general-dynamics-and-the.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"split-dollar-insurance-agreement-general-dynamics-and-the","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/split-dollar-insurance-agreement-general-dynamics-and-the.html","title":{"rendered":"Split-Dollar Insurance Agreement – General Dynamics and the Mellor Family Trust"},"content":{"rendered":"
SPLIT-DOLLAR INSURANCE AGREEMENT<\/b>\n\n\n<\/p>
     THIS AGREEMENT is entered into this 21st day of November, 1994, by and between\nGeneral Dynamics (the \u0093Company\u0094), and the Mellor Family Irrevocable Trust (the\n\u0093Trust\u0094), and James R. Mellor, Jr., Deborah Mellor Rye and Diane Mellor\nLiljestrom, as trustees of the Trust (the \u0093Trustees\u0094).\n\n<\/p>
     NOW THEREFORE, the Company and the Trust agree as follows:\n\n<\/p>
     1.     The life insurance policy (the \u0093Policy\u0094) with which the agreement deals is\nPolicy Number ______issued by The Massachusetts Mutual Life Insurance\nCompany (\u0093Insurer\u0094) on the lives of James R. and Suzanne S. Mellor (the\n\u0093Insureds\u0094). The Trust shall be the sole owner of the Policy.\n\n<\/p>
     2.     The entire premium on the Policy shall be paid by the Company as it becomes\ndue. The Company shall pay an annual premium of $535,806 for a period of ten\nyears to the Insurer. No contributory amount shall be paid by the Trust or the\nTrustees.\n\n<\/p>
     3.     Dividends shall be applied to purchase paid-up additional insurance\nprotection.\n\n<\/p>
     4.     To secure the Company\u0092s share of the premiums paid by it in paragraph 2\nabove, the Trust has executed an assignment of the Policy to the Company in\nsubstantially the form as attached hereto as Exhibit \u0093A\u0094 for the Policy.\n\n<\/p>
     5.     In the event the Policy becomes a claim by reason of the Insureds\u0092 deaths,\nthe Company shall have an interest in the proceeds of the Policy equal to the\ntotal value of its share of the premiums paid under paragraph 2 of this\nagreement. The balance, if any, of the proceeds of the Policy shall be paid\ndirectly by the Insurer to the Trustees.\n\n<\/p>
     6.     This agreement shall be terminated, subject to the provisions in paragraphs\n7, 8 and 9 below, only after the close of the fifteenth year of the Policy\nunless both Insureds have died as provided in paragraph 5, above. The Company\nshall notify the Trustees of the termination in writing.\n\n<\/p>
     7.     In the event of termination of this agreement as provided in paragraph 6\nabove, the Trust shall have the obligation to repay the Company within 60 days\nof the date of termination an amount equal to the premiums paid by the Company\nunder paragraph 2 of this agreement.\n\n<\/p>
 \n\n<\/p>
<\/p>
\n<\/p>
 <\/h5>
\n<\/p>
     8.     If the Trust fails to repay said amount to the Company within 60 days of the\ndate of termination of the agreement pursuant to the provisions of paragraph 7\nabove, the Trustees shall execute any and all instruments that may be required\nto vest ownership of the Policy in the Company. Thereafter, the Trust shall\nhave no further interest in said Policy.\n\n<\/p>
     9.     Any payments under the Policy to the Company in connection with the rights\ngranted to the Company in the assignment referred in paragraph 5 shall first be\nmade from the Policy\u0092s cash value attributable to the paid-up additional life\ninsurance purchased by the Policy\u0092s dividends. The Trust shall have no interest\nin the paid-up additional life insurance protection except to the extent the\ndeath benefit or cash value thereof exceeds the total premiums paid by the\nCompany. The Company\u0092s rights under this paragraph are in addition to the\nCompany\u0092s other rights under this agreement.\n\n<\/p>
     10.     The Trust shall have the right to assign any part or all of the Trust\u0092s\nretained interest in the Policy and this agreement to any person, entity or\ntrust by execution of a written assignment delivered to the Company and to the\nInsurer. The Trust\u0092s retained interest is defined as the value of the Policy\nand death benefit after satisfaction of the Company\u0092s rights under this\nagreement.\n\n<\/p>
     11.     The Company and the Trust can mutually agree to amend this agreement and\nsuch amendment shall be in writing and signed by the Company and Trustees. Such\namendment may include, but is not limited to, the exchange of the Policy for a\nreplacement policy issued by the Insurer or another insurance company.\n\n<\/p>
     12.     This agreement shall bind and inure to the benefit of the Company and its\nsuccessors and assigns; Trust and Trustees, and any Policy beneficiary.\n\n<\/p>
     13.     The financial obligations of the Company under this agreement shall be\nlimited to the payment of premiums described in paragraph 2 above, and the\nCompany does not have or assume any liability or responsibility with respect to\nthe obligations of the Insurer under the Policy or otherwise. Without limiting\nthe generality of the foregoing, it is specifically provided that in the event\nof insolvency or other default of payment by either the Insurer or the Trust or\nTrustees, the Company shall have no responsibility to make any payment to the\nTrust, the Trustees, James R. Mellor, Suzanne S. Mellor or any other person or\nentity, and any person or entity claiming entitlement to payments under the\nPolicy may look only to the assets of the Insurer respectively and any person or entity claiming entitlement to\npayments under the Trust may look only to the assets of the Trust.\n\n<\/p>
     14.     The following provisions are part of this agreement and are intended to\nmeet the requirements of the Employee Retirement Income Security Act of 1974:\n\n<\/p>
\n<\/p><\/pre>\n\n\n
 <\/td>\n(a)<\/td>\n <\/td>\nThe named fiduciary: The Company.<\/td>\n<\/tr>\n<\/table>\n
\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n\n\n\n\n
 <\/td>\n(b)<\/td>\n <\/td>\nThe funding procedure under this plan is that all premiums on the Policy be
\nremitted to the Insurer when due.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(c)<\/td>\n <\/td>\nDirect payment by the Insurer is the basis of payment of benefits under
\nthis plan, with those benefits in turn being based on the payment of premiums
\nas provided in the plan.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(d)<\/td>\n <\/td>\nFor claims procedure purposes, the \u0093Claims manager\u0094 shall be Ralph W.
\nKiger, or his successor.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n
 <\/td>\n<\/tr>\n
 <\/td>\n(1)<\/td>\n <\/td>\nIf for any reason a claim for benefits under this Plan is denied by the
\nCompany, the Claims Manager shall deliver to the claimant a written explanation
\nsetting forth the specific reasons for the denial, pertinent references to the
\nplan section on which the denial is based, such other data as may be pertinent
\nand information on the procedures to be followed by the claimant in obtaining a
\nreview of his claim, all written in a manner calculated to be understood by the
\nclaimant. For this purpose:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n\n
 <\/td>\n<\/tr>\n
 <\/td>\n(A)<\/td>\n <\/td>\nThe claimant\u0092s claim shall be deemed filed when presented orally or in
\nwriting to the Claims Manager.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(B)<\/td>\n <\/td>\nThe Claims Manager\u0092s explanation shall be in writing delivered to the
\nclaimant within 90 days of the date the claim is filed.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n\n
 <\/td>\n<\/tr>\n
 <\/td>\n(2)<\/td>\n <\/td>\nThe claimant shall have 60 days following his receipt of the denial of the
\nclaim to file with the Claims Manager a written request for review of the
\ndenial. For such review, the claimant or his representative may submit
\npertinent documents and written issues and comments.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\n(3)<\/td>\n <\/td>\nThe Claims Manager shall decide the issue on review and furnish the
\nclaimant with a copy within 60 days of the receipt of the claimant\u0092s request
\nfor review of his claim. The decision on review shall be in writing and shall
\ninclude specific reasons for the decision, written in a manner calculated to be
\nunderstood by the claimant, as well as specific references to the pertinent
\nPlan provisions on which the decision is based. If a copy of the decision is not so furnished to the claimant within such 60
\ndays, the claim shall be deemed denied on review.<\/td>\n<\/tr>\n<\/table>\n
\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
IN WITNESS WHEREOF the parties have signed and sealed this agreement<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
In the presence of<\/td>\n <\/td>\n <\/td>\n <\/td>\nGENERAL DYNAMICS<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\/s\/ Rhonda Mijdail<\/td>\n <\/td>\nBy<\/td>\n <\/td>\n\/s\/ Nicholas D. Chabraja<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n <\/td>\n <\/td>\n\n
<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n(Name and Title of Officer
\nNicholas D. Chabraja<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\nExecutive Vice President<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n(CORPORATE SEAL)<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\/s\/ Andrea R. Parton<\/td>\n <\/td>\n <\/td>\n <\/td>\n\/s\/ James R. Mellor, Jr.<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n <\/td>\n <\/td>\n\n
<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\nJames R. Mellor, Jr., Trustee for the<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\nMellor Family Irrevocable Trust<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\/s\/ Andrea R. Parton<\/td>\n <\/td>\n <\/td>\n <\/td>\n\/s\/ Deborah Mellor Rye<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n <\/td>\n <\/td>\n\n
<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\nDeborah Mellor Rye, Trustee for<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\nthe Mellor Family Irrevocable Trust<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\/s\/ Andrea R. Parton<\/td>\n <\/td>\n <\/td>\n <\/td>\n\/s\/ Diane Mellor Liljestrom<\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n <\/td>\n <\/td>\n\n
<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\nDiane Mellor Liljestrom, Trustee<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\nfor the Mellor Family Irrevocable Trust<\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7614],"corporate_contracts_industries":[9475],"corporate_contracts_types":[9539,9544],"class_list":["post-40583","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-dynamics-corp","corporate_contracts_industries-aerospace__ships","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40583","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40583"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40583"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40583"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40583"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}