kl10035_ex10-1.htm


    
      

    

     

    EXHIBIT
      10.1

     

    
 

    AGREEMENT
      TO TERMINATE SPLIT-DOLLAR AGREEMENTS

     

    AGREEMENT
      TO TERMINATE SPLIT-DOLLAR AGREEMENTS dated as of the 18th
      day of October,
      2007, between SID TOOL CO., INC. (the "Employer"), MITCHELL JACOBSON,
      individually, and ERIK GERSHWIND (the "Trustee"), as Trustee of the MITCHELL
      JACOBSON 1994 INSURANCE TRUST dated February 17, 1994, between MITCHELL
      JACOBSON, as Settlor, and JOSEPH GETRAER, as the original Trustee (the
      "Trust").

     

    W
      I T
      N E S S E T H

     

    WHEREAS:

     

    A.           The
      parties hereto entered into (i) a split-dollar life insurance agreement dated
      June 22, 1995 (the "June SDA"), pursuant to which the Employer agreed to assist
      the Trust in the payment of premiums due on Hartford Life Insurance Policy
      No.
      U01721833 and Metropolitan Insurance Company Policy No. 940350263 and (ii)
      a
      split-dollar life insurance agreement dated November 4, 1995 (the "November
      SDA"), pursuant to which the Employer agreed to assist the Trust in the payment
      of premiums due on ITT Hartford Policy No. U01738145, Principal Mutual Life
      Insurance Co. Policy No. 4036059, John Hancock Life Insurance Co. Policy No.
      67130630 and New York Life Insurance Co. Policy No. 45663565 (each, a "Policy"
      and, collectively, the "Policies");

     

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

     

    C.           With
      respect to the June SDA:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    i.           
      Section 6.A.(ii) of the June SDA provides that the June SDA shall terminate
      with
      respect to each of the Policies under the June SDA, upon delivery of written
      notice of termination by the Trust to the Employer;

     

    ii.           The
      Trustee provides that this Agreement shall constitute a written notice of
      termination of the June SDA and the Employer acknowledges receipt of such
      notice; and

     

    iii.           The
      Trustee, solely in his capacity as trustee of the Trust and not in his
      individual capacity, has paid to the Employer an amount equal to the lesser
      of
      (a) the "Aggregate Employer Premiums Paid" (as defined in the June SDA) or
      (b) the "Cash Surrender Value" (as defined in the June SDA) of each of the
      Policies under the June SDA 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 June SDA; and

     

    D.           With
      respect to the November SDA:

     

    i.           
      Section 8 of the November SDA provides that the November SDA shall terminate
      with respect to the Policies under the November SDA, without notice, upon the
      occurrence of a Notice of Termination by the Employer or the Trust;

     

    ii.           The
      parties provide that this Agreement shall constitute a Notice of Termination;
      and

     

    iii.           The
      Trustee, solely in his capacity as trustee of the Trust and not in his
      individual capacity, has paid to the Employer the "Employer's Premium
      Contribution" (as defined in the SDA) with respect to the Policies under the
      November SDA and the parties hereto desire to terminate the November
      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 Trustee, solely in his capacity as trustee of the Trust
      and not in his individual capacity, has delivered to the Employer funds
      representing an amount equal to the sum of the Payment and the Employer's
      Premium Contribution.  The amount equal to the sum of the Payment
      subject to the June SDA and the Employer's Premium Contribution subject to
      the
      November SDA is $1,466,522.03.

     

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

    (a)  the
      June SDA and the
      November SDA are hereby terminated and are of no further force or
      effect;

    (b)  the
      payment by the
      Trustee to the Employer of an amount equal to the sum of the Payment with
      respect to the Policies under the June SDA and the Employer's Premium
      Contribution with respect to the Policies under the November SDA constitutes
      full and complete satisfaction of the Employer's rights in and to the Policies;
      and

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

     

    4.  Release
      of Collateral Assignment.  The Employer hereby agrees to
      execute such documents as may be reasonably required by the Trustee 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 June
      SDA and the November 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 1994 INSURANCE TRUST 

     
      dated February 17, 1994

    


       By:
/s/
      Erik
      Gershwind                                                    
                                                                           

             
      ERIK GERSHWIND, Trustee