kl10035_ex10-2.htm


    
      

    

     

    EXHIBIT
      10.2

     

     

    AGREEMENT
      TO TERMINATE SPLIT-DOLLAR AGREEMENT

     

    AGREEMENT
      TO TERMINATE SPLIT-DOLLAR AGREEMENT dated as of the 18th
      day of October,
      2007, between SID TOOL CO., INC. (the "Employer"), MITCHELL JACOBSON,
      individually, and KATHY HOWARD JACOBSON and ERIK GERSHWIND (the "Trustees"),
      as
      Trustees of the MITCHELL JACOBSON 1991 INSURANCE TRUST AGREEMENT dated November
      1, 1991, between MITCHELL JACOBSON, as Settlor, and JAY LUBELL and DIANE
      FINNERTY, as the original Trustees (the "Trust").

     

    W
      I T
      N E S S E T H

     

    WHEREAS:

     

    A.           The
      parties hereto entered into a split-dollar life insurance agreement dated June
      22, 1995 (the "SDA"), pursuant to which the Employer agreed to assist the Trust
      in the payment of premiums due on Guardian Life Insurance Company Policy No.
      3165992 (the "Policy");

     

    B.           In
      consideration of the Employer's agreement to assist the Trust in the payment
      of
      premiums due on the Policy, the Trust, as sole owner of the Policy, agreed
      to
      assign to the Employer certain specific rights in and to the Policy by a
      separate collateral assignment for the Policy (collectively, the "Collateral
      Assignments");

     

    C.           Section
      6.A.(ii) of the SDA provides that the SDA shall terminate with respect to the
      Policy, upon delivery of written notice of termination by the Trust to the
      Employer;

     

    D.           The
      Trustees provide that this Agreement shall constitute a written notice of
      termination of the SDA and the Employer acknowledges receipt of such notice;
      and

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    E.           The
      Trustees, solely in their capacity as trustees of the Trust and not in their
      individual capacities, have paid to the Employer an amount equal to the lesser
      of (i) the "Aggregate Employer Premiums Paid" (as defined in the SDA) or (ii)
      the "Cash Surrender Value" (as defined in the SDA) of the Policy at the time
      of
      such payment (computed without regard to any policy loans then outstanding)
      (the
      "Payment"), and the parties hereto desire to terminate the SDA.

     

    NOW,
      THEREFORE, in consideration of the mutual promises made by each party
      to the other, and of the mutual agreements contained herein, the parties hereto
      agree as follows:

     

    1.  Recitals.  The
      above recitals are incorporated herein by reference as though fully set forth
      at
      length.

     

    2.  Payment
      of Employer's Interest in the Policies.  It is
      acknowledged that the Trustees, solely in their capacity as trustees of the
      Trust and not in their individual capacities, have delivered to the Employer
      funds representing the Payment.  The Payment subject to the SDA is
      $193,884.40.

     

    3.  Termination
      of the Split-Dollar Agreement.  The parties hereto agree
      that:

    (a)  the
      SDA is hereby
      terminated and is of no further force or effect;

    (b)  the
      payment by the
      Trustees to the Employer of the Payment with respect to the Policy constitutes
      full and complete satisfaction of the Employer's rights in and to the Policy;
      and

    (c)   as
      of the date
      hereof, there are no other split-dollar life insurance agreements between the
      parties in effect.

     

    4.  Release
      of Collateral Assignment.  The Employer hereby agrees to
      execute such documents as may be reasonably required by the Trustees to release
      the Collateral Assignments.

     

    5.  Release.  The
      parties hereby release and relieve each other and their respective heirs,
      executors, administrators, personal representatives, successors and assigns
      from
      any and all obligations and liabilities under and in connection with the
      SDA.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    6.  Choice
      of Law.  This Agreement shall be governed by the internal
      law of the State of New York, without reference to principles of conflict of
      laws.

     

    7.  Benefit.  This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto, and to their respective successors and assigns.

     

    8.  Entire
      Agreement.  This Agreement sets forth the entire
      understanding of the parties with respect to the transactions contemplated
      hereby and supersedes all prior agreements, arrangements and understandings
      relating to the subject matter hereof.  This Agreement may be amended
      only by a written instrument executed by the parties hereto.

     

    9.  Further
      Instruments.  The parties agree that they shall execute
      and deliver any and all additional writings, instruments, and other documents
      contemplated hereby or referenced herein and shall take such further action
      as
      shall be reasonably required in order to effectuate the terms and conditions
      of
      this Agreement.

     

    10.   
      Headings.  The headings of the sections are
      for convenience only and shall not control or affect the meaning or construction
      or limit the scope or intent of any of the provisions of this
      Agreement.

     

    11.   
      Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be an
      original but all of which shall constitute one and the same
      instrument.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the parties have signed this agreement as of the day
      and year first written above.

     

     

    ATTEST:                                                           
      EMPLOYER:  SID TOOL CO., INC.

    


    


     /s/
      Eric
      Lerner                                            By: /s/ Shelley M.
      Boxer                                                 
                                                                           

               
      A Duly Authorized Officer

    


    


        
      INSURED:

    


       
 /s/
      Mitchell
      Jacobson                                                    
                                                                                                

       
MITCHELL
      JACOBSON,
      Individually

    


    


       
      TRUST:  MITCHELL JACOBSON 1991 INSURANCE TRUST AGREEMENT


       
      dated November 1, 1991

    


    


       
By:
/s/
      Kathy
      Howard
      Jacobson                           
      
                                                                                     

            
       KATHY HOWARD JACOBSON, Trustee

    


    


       
By:
/s/
      Erik
      Gershwind                                                
  
                                                                           

             
      ERIK GERSHWIND, Trustee