{"id":40586,"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-leonard.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"split-dollar-insurance-agreement-u-s-healthcare-inc-leonard","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/split-dollar-insurance-agreement-u-s-healthcare-inc-leonard.html","title":{"rendered":"Split Dollar Insurance Agreement &#8211; U.S. Healthcare Inc., Leonard Abramson and Madlyn K. Abramson"},"content":{"rendered":"<pre>\n       SPLIT DOLLAR INSURANCE AGREEMENT dated January 21, 1991, by and between\nMARCY ABRAMSON, NANCY WOLFSON, JUDITH ABRAMSON, DAVID B. SOLL, JEROME GOODMAN\nand EDWARD M. GLICKMAN, Trustees under Indenture of Trust of LEONARD ABRAMSON\nand MADLYN K. ABRAMSON, dated as of November 1, 1990, ('Owner') and U.S.\nHEALTHCARE, 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 a policy of insurance ('Policy') on the\nlives of Leonard Abramson and Madlyn K. Abramson ('Insureds') issued by the\nPrudential Insurance Company of America (the 'Insurer'), Policy No. 79 671 777.\nSubject to the conditions hereinafter set forth, Owner shall be the sole owner\nof the Policy.\n\n       2.     The Company has heretofore and shall continue to pay the portion\nof the annual premium on the Policy equal to the Company's 'Cash Investment' in\nthe Policy, which shall be equal to: (i) the annual net premium, minus (ii) the\n                                                                 -----\nvalue of the death benefit to which Owner is then entitled, determined by using\nthe lesser of (a) the applicable one-year term premium cost computed under\nRevenue Ruling 55-747, 1955-2 C.B. 228 (or any superseding ruling thereto) or\n----------------------\n(b) the applicable premium rates charged by the Insurer for initial issue\none-year term insurance. In any year, the 'annual net premium' shall equal the\ngross premium less policy dividends which are not used to\n\n\n\n\n\npurchase additional insurance. The Company shall also pay to or on behalf of the\nInsureds a bonus equal to the remaining portion of the annual premium otherwise\npayable by Owner.\n\n       3.     In consideration of the payments made pursuant to paragraph 2\nhereof, the Company shall receive from the proceeds of the Policy, upon the\ndeath of the survivor of the Insureds (or upon the surrender of the Policy\nduring the Insureds' lifetimes) an amount equal to the Company's 'Cash\nInvestment' in the Policy as calculated under paragraph 2 hereof. The balance of\nthe proceeds, if any, shall 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 the Policy equal in amount to the Cash Investment and such\nsecurity shall be limited to the Company's right to receive such amount out of\nthe proceeds of the 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 the Policy which is not expressly\n\n\n                                       2\n\n\n\nassigned to the Company by the Collateral Assignment Agreement shall be retained\nby Owner, including, but not limited to, the right to designate and change the\nbeneficiaries of the Policy, the right to transfer the Policy subject to the\nrights assigned to the Company, the right to surrender the Policy subject to the\nrights assigned to the Company, and the right to exercise any option provided in\nthe Policy.\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 Policy. The Insurer shall not be bound to inquire into or\ntake notice of any of the covenants herein contained. Upon the Insureds' deaths\n(or upon surrender of the Policy prior to the deaths of both Insureds), the\nInsurer shall be discharged from its obligations upon payment of the proceeds in\naccordance with the provisions of the 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\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                                                     \nU.S. HEALTHCARE, INC.                                INDENTURE OF TRUST OF \n                                                          LEONARD ABRAMSON AND \n                                                          MADLYN K. ABRAMSON\n                                                          DATED AS OF NOVEMBER 1, 1990\n\nBy:    \/s\/ Alan R. Letofsky (SR VP)                  By:   \/s\/ Marcy Abramson            (SEAL)\n     ---------------------------------------               -----------------------------\n                                                           Marcy Abramson\n\nAttest:                                              \/s\/ Nancy A. Wolfson                (SEAL)\n         -----------------------------------         -----------------------------------\n         [Corporate Seal]                            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\n\n\n                                                     \/s\/ Jerome S. Goodman, Jr.          (SEAL)\n                                                     -----------------------------------\n                                                           Jerome Goodman\n\n                                                     \/s\/ Edward M. Glickman              (SEAL)\n                                                     -----------------------------------\n                                                           Edward M. Glickman, Trustees\n\n\n\n\n                                       4\n\n\n\n       COLLATERAL ASSIGNMENT AGREEMENT dated January 21, 1991, by and between\nMARCY ABRAMSON, NANCY WOLFSON, JUDITH ABRAMSON, DAVID B. SOLL, JEROME GOODMAN\nand EDWARD M. GLICKMAN, Trustees under Indenture of Trust of LEONARD ABRAMSON\nand MADLYN K. ABRAMSON, dated as of November 1, 1990 ('Owner') and U.S.\nHEALTHCARE, INC. (the 'Company').\n\n       This Agreement relates to The Prudential Insurance Company of America\nPolicy No. 79 671 777, ('Policy') on the lives of Leonard Abramson and Madlyn K.\nAbramson ('Insureds').\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 Policy in order to provide for the payment to\nthe 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 the\nPolicy in order to secure to the Company the payment of the Cash Investment in\nthe Policy, consisting of the following rights:\n\n\n\n\n\n              (a)    Upon the death of the survivor of the Insureds, the Company\nshall have the right to receive so much of the proceeds payable under the Policy\nas is equal to the Cash Investment, determined as of the date of the survivor's\ndeath. The Company may collect such portion of the proceeds directly from the\nInsurer.\n\n              (b)    In the event the Policy is surrendered by Owner prior to\nthe deaths of both Insureds, the Company shall have the right to receive so much\nof the proceeds received as is equal to the Cash Investment, determined as of\nthe date of surrender. The Company may collect such portion of the proceeds on\nsurrender of 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 the 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 the Policy shall be a full discharge and release of\nthe Insurer with respect to the Policy. Payment of the Cash Investment shall be\nmade to the exclusive order of the Company.\n\n\n                                       2\n\n\n\n       3.     Each and every right, interest, or incident of ownership\nassociated with the Policy which is not expressly assigned to the Company by\nthis Collateral Assignment Agreement is retained by Owner, including, but not\nlimited to, the right to designate and change the beneficiaries of the Policy,\nthe right to transfer the Policy subject to the rights assigned to the Company,\nand the right to exercise any option provided in the Policy.\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                                       3\n\n\n\ntheir hands and seals as of the date first above written.\n\n\n\n\n                                                      \nU.S. HEALTHCARE, INC.                                INDENTURE OF TRUST OF \n                                                          LEONARD ABRAMSON AND \n                                                          MADLYN K. ABRAMSON\n                                                          DATED AS OF NOVEMBER 1, 1990\n\nBy:    \/s\/ Alan R. Letofsky (SR VP)                  By:   \/s\/ Marcy Abramson            (SEAL)\n     ---------------------------------------               -----------------------------\n                                                           Marcy Abramson\n\nAttest:                                              \/s\/ Nancy A. Wolfson                (SEAL)\n         -----------------------------------         -----------------------------------\n         [Corporate Seal]                                  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\n\n\n                                                     \/s\/ Jerome S. Goodman, Jr.          (SEAL)\n                                                     -----------------------------------\n                                                           Jerome Goodman\n\n                                                     \/s\/ Edward M. Glickman              (SEAL)\n                                                     -----------------------------------\n                                                           Edward M. Glickman,\n                                                                                      Trustees\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-40586","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\/40586","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=40586"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40586"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40586"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40586"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}