Sample Business Contracts

Split-Dollar Life Insurance Agreement - Schwartz Irrevocable Descendants Trust and Bio-Rad Laboratories Inc.

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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").


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;

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:



     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

     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

     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.



          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