Exhibit 10.1
UNIVERSAL HEALTH SERVICES,
INC.
SUPPLEMENTAL LIFE INSURANCE PLAN
AND AGREEMENT
PART A: ALAN B. MILLER 1998 DUAL
LIFE INSURANCE TRUST
1
UNIVERSAL HEALTH SERVICES,
INC.
SUPPLEMENTAL LIFE INSURANCE PLAN
AND AGREEMENT PART A
THIS SUPPLEMENTAL LIFE INSURANCE
PLAN AND AGREEMENT (the “ Plan ”), is made and
entered into effective December 9 , 2010, by and
between Universal Health Services, Inc., a Delaware corporation
(the “Company”), and Anthony Pantaleoni (the “
Trustee ”), as Trustee of the Alan B. Miller 1998 Dual
Life Insurance Trust (the “ Trust ”), which has
been irrevocably designated by the insured executive, Alan B.
Miller (the “ Executive ”) as the recipient of
all benefits provided by the Company under the Plan on behalf of
the Executive. The Plan is intended to constitute a
“non-equity endorsement split dollar arrangement” under
the Internal Revenue Code of 1986, as amended (the “
Code ”) and a “welfare benefit plan” under
the Employee Retirement Income Security Act of 1974, as amended
(“ ERISA ”), and shall be interpreted
accordingly.
ARTICLE 1
Definitions
1.1
“Administrator” shall mean the Board or the
person or persons appointed by the Board to administer the Plan
pursuant to Article 7 of the Plan. In no event shall the Executive
participate, directly or indirectly, as a member of the Board of
Directors or as a stockholder of the Company in any actions by the
Company related to this policy.
1.2 “Board” shall
mean the Board of Directors (including any committee thereof) of
the Company.
1.3 “Cumulative
Premiums” shall mean the total cumulative premium
payments made on the applicable Policy by the Company and the
Trust.
1.4 “Economic
Benefit” shall mean the value of the economic benefit of
the life insurance coverage provided to the Trust on behalf of the
Executive under this Plan for income tax purposes, determined based
on Treasury regulations, rulings issued by the Internal Revenue
Service and other applicable authorities.
1.5 “Insurance Company or
Companies” shall refer individually and collectively to
the life insurance carriers issuing the applicable Policy or
Policies.
1.6 “Policy or
Policies” shall refer individually and collectively to
the life insurance policies insuring the joint lives of the
Executive and the Executive’s spouse, as described in Exhibit
A hereto, made subject to the Plan pursuant to Article 2 of the
Plan.
1.7 “Spouse”
shall mean the spouse of the Executive, Jill Miller.
1
ARTICLE 2
Life Insurance
Policies
2.1 Policies . To provide the
insurance benefits under the Plan, the Company has acquired the
Policies. The Company is the owner of the Policies and shall
continue to hold all incidents of ownership therein. However, the
Company shall take such action as may be necessary to endorse to
the Trust a portion of the death benefit under each Policy in the
amount provided under Article 3.
2.2 Premiums . The Trust
shall pay that portion of the premiums on each Policy equal to the
Economic Benefit for the applicable calendar year, and the Company
shall pay the balance of the scheduled premium payments
spec