Split-Dollar Life Insurance Agreement - Schwartz Irrevocable Descendants Trust and Bio-Rad Laboratories Inc.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
THIRD PARTY OWED COLLATERALLY ASSIGNED
RESTRICTIVE AGREEMENT FOR MAJORITY SHAREHOLDER
This Agreement made this 17th day of September, 1999 by and
between Schwartz Irrevocable Descendants Trust, hereinafter
referred to as the ("Trust"), and Bio-Rad Laboratories, Inc.,
hereinafter referred to as the ("Corporation").
WITNESSETH:
WHEREAS, David Schwartz, hereinafter referred to as the Employee,
is and has been employed by the Corporation for over forty (40)
years, and his wife, Alice N. Schwartz, was formerly an employee
of the Corporation and has been a director for approximately 35
years and they both have performed unique and valuable services
for the establishment, growth and development of the Corporation;
and
WHEREAS, the Corporation has determined that in the event of the
demise of Employee and his wife, their heirs might be required to
sell a significant amount of their holdings in the Corporation in
order to satisfy estate taxes, which the Corporation believes
might result in a major disruption in the trading of the
Corporation's stock.
WHEREAS, the Corporation is willing to assist said Employee and
his wife in providing insurance protection for their family which
would provide proceeds to the heirs for the payment of a portion
of the aforementioned estate taxes; and
WHEREAS, the Employee and his wife (collectively, the "Insureds")
have established the Trust as a trust for the purpose of
receiving such insurance proceeds.
NOW, THEREFORE, in consideration of past services and future
services to be rendered, the parties agree that:
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1. A $20,586,468 life insurance policy (the "Policy") on the
life of the Insureds will be purchased from Pacific Life
Insurance Company (the "Insurance Company"). The Trust will be
the owner of the Policy, subject to a split-dollar assignment to
the Corporation. Except to the extent that the Policy is needed
to secure the Corporation's interest in the Policy as hereinafter
provided, the Trust will retain all incidents of ownership
(including the right to dividends, if any, the right to surrender
or cancel the Policy and the right to borrow or withdraw against
the Policy).
2. All premiums due on the Policy shall be paid by the
Corporation to the Trust for payment to the Insurance Company.
3. The Corporation's interest in the cash surrender value of
the Policy shall be an amount equal to the lesser of the entire
cash surrender value or the Corporation's cumulative net premium
payments.
4. If the Insureds should die while this Agreement and the
Policy are in effect, the Corporation will be entitled to receive
an amount equal to its cumulative net premium payments. The
remainder of the death benefit, if any, shall belong to the
Trust.
5. The Trust agrees not to sell, assign, surrender or otherwise
terminate the Policy while this Agreement is in effect without
the consent of the Corporation.
6. This Agreement may be terminated as follows:
(a) For the period commencing on the date hereof and
continuing until September 16, 2009, by mutual
consent of the parties hereto.
(b) For the period commencing on September 16, 2009 and
continuing until the termination of the Agreement or the Policy:
(i) Either party may terminate this Agreement while no
premium under said Policy is overdue by written notice to
the other part sent by hand or registered mail to such
party's last known address. The effective date of such
termination shall be the date of mailing; or
(ii) By mutual consent of the parties hereto.
7. In the event of the termination of this Agreement under
Paragraph 6 hereof, the Trust shall pay to the Corporation an
amount equal to the Corporation's interest in the cash surrender
value of the Policy as stated in Paragraph 3, and upon such
payment the Corporation will release the collateral assignment
made to it. Should the Trust fail to pay the Corporation's total
interest in the cash surrender value within 60 days of
termination, the Corporation shall have the right to enforce any
rights it may have under the collateral assignment.
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The Insurance Company and all persons having any
interest in the Policy may in any instance conclusively
rely upon the Corporation's certification that all
conditions precedent to its right to receive its
interest have occurred and shall be released from any
and all claims, demands and responsibility in acting
upon this certification and making payment to the
Corporation of its entire interest upon the
Corporation's sole signatures. The Corporation shall
pay over to the Trust any amount collected by it which
is in excess of the amount due to it.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day first above written.
BIO-RAD LABORATORIES, INC.
/s/ David Lehman BY: /s/ Thomas C. Chesterman
(Witness) Thomas C. Chesterman
Vice President and Chief Financial Officer
SCHWARTZ IRREVOCABLE
DESCENDANTS TRUST
/s/ Deborah L. Tannenbaum BY: /s/ Howard Foster
(Witness) Howard Foster
Trustee
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