{"id":40585,"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-u-s-healthcare-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"split-dollar-insurance-agreement-u-s-healthcare-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/split-dollar-insurance-agreement-u-s-healthcare-inc-and.html","title":{"rendered":"Split Dollar Insurance Agreement &#8211; U.S. Healthcare Inc. and Leonard Abramson"},"content":{"rendered":"<pre>\n       SPLIT DOLLAR INSURANCE AGREEMENT dated February 1, 1990, by and between\nMADLYN K. ABRAMSON, MARCY ABRAMSON, NANCY WOLFSON, JUDITH ABRAMSON and DAVID B.\nSOLL, Trustees under Indenture of Trust of LEONARD ABRAMSON, dated February 28,\n1985, ('Owner') and U.S. HEALTHCARE, INC. ('Company').\n\n       The parties hereto in consideration of the agreements and covenants\nhereinafter set forth and intending to be legally bound, agree as follows:\n\n       1.     This agreement relates to three policies of insurance ('Policies')\non the life of Leonard Abramson ('Insured') issued by Massachusetts Mutual Life\nInsurance Company (the 'Insurer'), Policy Nos. 6705612, 7662019 and 7699729.\nSubject to the conditions hereinafter set forth, Owner shall be the sole owner\nof the Policies.\n\n       2.     The Company has heretofore and shall continue to pay the portion\nof the annual premium on each of the Policies equal to the Company's 'Cash\nInvestment' in each Policy, which shall be equal to: (i) the annual net premium,\nminus (ii) the value of the death benefit to which Owner is then entitled,\n-----\ndetermined by using the lesser of (a) the applicable one-year term premium cost\ncomputed under Revenue Ruling 55-747, 1955-2 C.B. 228 (or any superseding ruling\n               ----------------------\nthereto) or (b) the applicable premium rates charged by the Insurer for initial\nissue one-year term insurance. In any year, the 'annual net premium' shall equal\nthe gross premium less policy dividends which are not used to purchase\nadditional insurance. The\n\n\n\n\n\n\nCompany shall also pay to or on behalf of the Insured a bonus equal to the\nremaining portion of the annual premium otherwise payable by Owner.\n\n       3.     In consideration of the payments made pursuant to paragraph 2\nhereof, the Company shall receive from the proceeds of each Policy, upon the\nInsured's death (or upon the surrender of each Policy during the Insured's\nlifetime) an amount equal to the Company's 'Cash Investment' in each such Policy\nas calculated under paragraph 2 hereof. The balance of the proceeds, if any,\nshall be paid as provided to the Owner.\n\n       4.     To secure the Cash Investment, Owner shall assign to the Company a\nsecurity interest in each of the Policies equal in amount to the Cash Investment\nand such security shall be limited to the Company's right to receive such amount\nout of the proceeds of each policy.\n\n       5.     The assignment to the Company provided for in this agreement shall\nbe effectuated by the execution of a Collateral Assignment Agreement\nsubstantially in the form attached hereto as Exhibit 'A'.\n\n       6.     Owner shall notify the Insurer of the Collateral Assignment\nAgreement and shall take no action that would impair the security interest of\nthe Company under the Collateral Assignment Agreement.\n\n       7.     Each and every right, interest or incident of ownership associated\nwith each of the Policies which is not expressly assigned to the Company by the\nCollateral Assignment\n\n\n\n                                       2\n\n\n\n\nAgreement shall be retained by Owner, including, but not limited to, the right\nto designate and change the beneficiaries of the Policies, the right to transfer\nthe Policies subject to the rights assigned to the Company, the right to\nsurrender the Policies subject to the rights assigned to the Company, and the\nright to exercise any option provided in the Policies.\n\n       8.     Subject to taking notice of the Collateral Assignment Agreement\nwhen it is filed at its home office, the Insurer shall have no obligation except\nas set forth in the Policies. The Insurer shall not be bound to inquire into or\ntake notice of any of the covenants herein contained. Upon the Insured's death\n(or upon surrender of any Policy prior to the Insured's death), the Insurer\nshall be discharged from its obligations upon payment of the proceeds in\naccordance with the provisions of each such Policy and the Collateral Assignment\nAgreement and without regard to this agreement or any amendment hereof.\n\n       9.     For purposes of the Employee Retirement Income Security Act of\n1974, as amended ('ERISA'), the Company is the 'Named Fiduciary' and\n'Administrator' within the meaning of sections 402(a) and 3(16)(A) of ERISA,\nrespectively, and the fiduciary for deciding claims. All claims shall be\nresolved under procedures which comply with regulations promulgated under\nsection 503 of ERISA.\n\n       10.    Amendments may be made to this agreement by a writing signed by\neach of the parties and attached hereto.\n\n\n                                       3\n\n\n\n       11.    All matters respecting the validity, effect and interpretation of\nthis agreement shall be determined in accordance with the laws of the\nCommonwealth of Pennsylvania.\n\n       12.    This agreement shall be binding upon the parties hereto and their\nsuccessors and assigns. \n\n       IN WITNESS WHEREOF, this agreement has been executed as of the date first\nabove written.\n\n\n\n\n                                                              \n                                                             INDENTURE OF TRUST OF LEONARD ABRAMSON\nU.S. HEALTHCARE, INC.                                          DATED FEBRUARY 28, 1985\n\n\nBy:       \/s\/ Alan R. Letofsky, SR VP                        By:     \/s\/ Madlyn K. Abramson                (SEAL)\n          ---------------------------------------                    -------------------------------------\n           and Secretary                                            Madlyn K. Abramson\n\nAttest:                                                              \/s\/ Marcy Abramson                    (SEAL)\n              -----------------------------------            ---------------------------------------------\n                                                                    Marcy Abramson\n\n                     [Corporate Seal]\n                                                                     \/s\/ Nancy Wolfson                     (SEAL)\n                                                             ---------------------------------------------\n                                                                    Nancy Wolfson\n\n                                                                     \/s\/ Judith Abramson                   (SEAL)\n                                                             ---------------------------------------------\n                                                                    Judith Abramson\n\n                                                                     \/s\/ David B. Soll, M.D.               (SEAL)\n                                                             ---------------------------------------------\n                                                                    David B. Soll, Trustees\n\n\n\n\n                                       4\n\n\n\n       COLLATERAL ASSIGNMENT AGREEMENT dated February 1, 1990, by and between\nMADLYN K. ABRAMSON, MARCY ABRAMSON, NANCY WOLFSON, JUDITH ABRAMSON and DAVID B.\nSOLL, Trustees under Indenture of Trust of LEONARD ABRAMSON, dated February 28,\n1985 ('Owner') and U.S. HEALTHCARE, INC. (the 'Company').\n\n       This Agreement relates to Massachusetts Mutual Life Insurance Company\nPolicy Nos. 6705612, 7662019 and 7699729, ('Policies') on the life of Leonard\nAbramson ('Insured').\n\n       The parties have entered into a Split Dollar Insurance Agreement\ncontemporaneously with this Agreement ('Insurance Agreement').\n\n       Pursuant to the Insurance Agreement, Owner has agreed to assign to the\nCompany a security interest in the Policies in order to provide for the payment\nto the Company of the Cash Investment as defined in the Insurance Agreement.\n\n       The parties hereto, in consideration of the foregoing and the agreements\nand covenants hereinafter set forth and intending to be legally bound hereby,\nagree as follows:\n\n       1.     Owner hereby assigns to the Company a security interest in each of\nthe Policies in order to secure to the Company the payment of the Cash\nInvestment in each Policy, consisting of the following rights:\n\n\n\n\n\n              (a)    Upon the Insured's death, the Company shall have the right\nto receive so much of the proceeds payable under each of the Policies as is\nequal to the Cash Investment, determined as of the date of death. The Company\nmay collect such portion of the proceeds directly from the Insurer.\n\n              (b)    In the event a Policy is surrendered by Owner prior to the\nInsured's death, the Company shall have the right to receive so much of the\nproceeds received as is equal to the Cash Investment, determined as of the date\nof surrender. The Company may collect such portion of the proceeds on surrender\nof the Policy directly from the Insurer.\n\n       2.     The Insurer is authorized to rely solely on the written statement\nof the Company and the Owner for the exercise of any rights under each Policy\nassigned herein and as to the amount of the Cash Investment as of any date. The\nInsurer is hereby authorized to recognize such statement without investigation\nor the giving of any notice. The written acknowledgment of receipt by the\nCompany for any sums paid to it by the Insurer pursuant to the written statement\nof the Cash Investment in a Policy referred to in the first sentence of this\nparagraph shall be a full discharge and release of the Insurer with respect to\nthat Policy. Payment of the Cash Investment shall be made to the exclusive order\nof the Company.\n\n\n                                       2\n\n\n\n       3.     Each and every right, interest, or incident of ownership\nassociated with each of the Policies which is not expressly assigned to the\nCompany by this Collateral Assignment Agreement is retained by Owner, including,\nbut not limited to, the right to designate and change the beneficiaries of the\nPolicies, the right to transfer the Policy subject to the rights assigned to the\nCompany, the right to surrender the Policies subject to the rights assigned to\nthe Company, and the right to exercise any option provided in each of the\nPolicies.\n\n       4.     Each of the undersigned declares that no proceedings in bankruptcy\nare pending against it or them and that its or their property is not subject to\nany assignment for the benefit of creditors.\n\n       5.     All matters respecting the validity, effect and interpretation of\nthis Collateral Assignment Agreement shall be determined in accordance with the\nlaws of the Commonwealth of Pennsylvania.\n\n       6.     This Collateral Assignment Agreement shall be binding upon the\nparties hereto and their successors and assigns.\n\n       IN WITNESS WHEREOF, the parties have hereunto set\n\n\n\n\n                                       3\n\n\n\ntheir hands and seals as of the date first above written.\n\n\n\n\n                                                             \n                                                             INDENTURE OF TRUST OF LEONARD \nU.S. HEALTHCARE, INC.                                        ABRAMSON DATED FEBRUARY 28, 1985\n\n                                        \nBy:       \/s\/ Alan R. Letofsky, SR VP                        By:     \/s\/ Madlyn K. Abramson                (SEAL)\n          ---------------------------------------                    -------------------------------------\n          and Secretary                                             Madlyn K. Abramson\n\nAttest:                                                              \/s\/ Marcy Abramson                    (SEAL)\n              -----------------------------------            ---------------------------------------------\n             [Corporate Seal]                                       Marcy Abramson\n\n                                                                     \/s\/ Nancy Wolfson                     (SEAL)\n                                                             ---------------------------------------------\n                                                                    Nancy Wolfson\n\n                                                                     \/s\/ Judith Abramson                   (SEAL)\n                                                             ---------------------------------------------\n                                                                    Judith Abramson\n\n                                                                     \/s\/ David B. Soll, M.D.               (SEAL)\n                                                             ---------------------------------------------\n                                                                    David B. Soll, Trustees\n\n\n\n\n                                       4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6587],"corporate_contracts_industries":[9440],"corporate_contracts_types":[9539,9544],"class_list":["post-40585","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aetna-inc","corporate_contracts_industries-health__plans","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\/40585","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=40585"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40585"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40585"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40585"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}