Exhibit 10.a.a
UNITED NATIONAL BANK & TRUST COMPANY
GROUP TERM CARVE OUT PLAN
THIS PLAN is made and entered into as of this 1st day of May, 2001, by
and between the United National Bank & Trust Company, an OCC-chartered,
FDIC-insured national bank with its main offices in Canton, Ohio (the "Bank")
and the Participant selected to participate in this Plan (the "Participant").
INTRODUCTION
The Bank wishes to attract and retain highly qualified executives. To
further this objective, the Bank is willing to divide the death proceeds of
certain life insurance policies which are owned by the Bank on the lives of the
participating executives with the designated beneficiary of each insured
participating executive. The Bank will pay the life insurance premiums from its
general assets.
ARTICLE 1
DEFINITIONS
Whenever used in this Plan, the following terms shall have the meanings
specified:
1.1 "Base Annual Salary" means the current base annual salary of the
Participant at the earliest of (1) the date of the Participant's death; (2) the
date of the Participant's Disability; (3) the date the Participant's employment
with UNB Corp. or the Bank terminates within three years after a Change of
Control (except for Termination for Cause); (4) the Participant's Early
Retirement Date; or (5) the Participant's Normal Retirement Date. Current Base
Annual Salary shall be defined by reference to compensation of the type that
would be required to be reported by Securities and Exchange Commission Rule
228.402(b) (17 C.F.R. sec. 228.402(b)), specifically column (c) of that rule's
Summary Compensation Table (or any successor provision).
1.2 "Change of Control" means in the case of those Participants who are
parties to a severance agreement with UNB Corp. the definition of Change in
Control specified in that severance agreement. For all other Participants,
Change of Control means that the Bank has terminated the Participant's
employment for any of the following reasons:
(a) Merger: UNB Corp. merges into or consolidates with another
corporation, or merges another corporation into UNB Corp., and
as a result less than a majority of the combined voting power
of the resulting corporation immediately after the merger or
consolidation is held by persons who were the holders of UNB
Corp.'s voting securities immediately before the merger or
consolidation. For purposes of this Agreement, the term person
means an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or other entity;
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(b) Acquisition of Significant Share Ownership: a report on
Schedule 13D or Schedule TO (or any successor schedule, form
or report) is filed or is required to be filed under Sections
13(d) or 14(d) of the Securities Exchange Act of 1934, if the
schedule discloses that the filing person or persons acting in
concert has or have become the beneficial owner of 15% or more
of a class of UNB Corp.'s voting securities (but this
subsection 1.2(b) shall not apply to beneficial ownership of
voting shares of UNB Corp. held by a Subsidiary (defined as an
entity in which UNB Corp. directly or indirectly beneficially
owns 50% or more of the outstanding voting securities) of UNB
Corp. in a fiduciary capacity);
(c) Change in Board Composition: during any period of two
consecutive years, individuals who constitute the Board of
Directors of UNB Corp. at the beginning of the two-year period
cease for any reason to constitute at least a majority
thereof; provided, however, that -- for purposes of this
subsection 1.2 (c) -- each director who is first elected by
the Board (or first nominated by the Board for election by
shareholders) by a vote of at least two-thirds (2/3) of the
directors who were directors at the beginning of the period
shall be deemed to have been a director at the beginning of
the two-year period; or
(d) Sale of Assets: UNB Corp. sells to a third party substantially
all of UNB Corp.'s assets. For purposes of this Agreement,
sale of substantially all of UNB Corp.'s assets includes sale
of the Bank.
1.3 "Compensation Committee" means either the Compensation Committee
designated from time to time by the Bank's Board of Directors (as of the date
this Plan is created, the Bank identifies the board committee performing this
function as the UNB Corp. Compensation and Pension Committee) or a majority of
the Bank's Board of Directors, either of which shall hereinafter be referred to
as the Compensation Committee.
1.4 "Disability" means, if the Participant is covered by a
Bank-sponsored disability, policy, total disability as defined in such policy
without regard to any waiting period. If the Participant is not covered by such
a policy, Disability means the Participant suffering a sickness, accident or
injury which, in the judgment of a physician satisfactory to the Bank, prevents
the Participant from performing substantially all of the Participant's normal
duties for the Bank. As a condition to any benefits, the Bank may require the
Participant to submit to such physical or mental evaluations and tests as the
Bank's Board of Directors deems appropriate. Any one of the following events
also constitutes Disability: the total and irrecoverable loss of speech or
hearing; the loss of sight of both eyes; the severance of both hands at or above
the wrist; the severance of both feet at or above the ankles; or the severance
of one entire hand and one entire foot.
1.5 "Early Retirement Age" means the first day of the month following
the Participant's 55th birthday, provided the Participant has at least 10 Years
of Service with the Bank on that date. If the Participant does not have 10 years
of service with the Bank by the first
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day of the month following the date of his 55th birthday, the Participant's
Early Retirement Age means the date on which the Participant has 10 years of
service with the Bank, provided such 10 Years of Service occurs before the
Participant's Normal Retirement Age.
1.6 "Early Termination" means the Termination of Employment before
Early Retirement Age for reasons other than death, Disability, Termination for
Cause or following a Change of Control.
1.7 "Early Termination Date" means the month, day and year in which
Early Termination occurs.
1.8 "Insured" means the individual whose life is insured.
1.9 "Insurer" means the insurance company issuing the life insurance
policy on the life of the Insured.
1.10 "Normal Retirement Age" means the Participant attaining age 65,
but for Xxxxx X. Xxxx Normal Retirement Age is age 64.
1.11 "Normal Retirement Date" means the later of the Normal Retirement
Age or the date that the Participant terminates or is terminated for any reason
other than Termination for Cause.
1.12 "Participant" means the employee who is designated by the
Compensation Committee as eligible to participate in the Plan, elects in writing
to participate in the Plan using the form attached hereto as Exhibit A, and
signs a Split Dollar Endorsement for the Policy in which he or she is the
Insured.
1.13 "Policy" or "Policies" means the individual insurance policy or
policies adopted by the Compensation Committee for purposes of insuring a
Participant's life under this Plan.
1.14 "Plan" means this instrument, including all amendments thereto.
1.15 "Terminated for Cause" or "Termination for Cause" means in the
case of those Participants who are parties to a severance agreement with UNB
Corp. the definition of termination for cause specified in that severance
agreement. For all other Participants, Termination for Cause or Terminated for
Cause means that the Bank has terminated the Participant's employment for any of
the following reasons:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a gross misdemeanor involving
moral turpitude; or
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(c) Fraud, disloyalty, dishonesty or willful violation of any law
or significant Bank policy committed in connection with the
Participant's employment and resulting in an adverse effect on
the Bank. No act, or failure to act, on the Participant's part
shall be considered "willful" unless he has acted, or failed
to act, with an absence of good faith and without a reasonable
belief that his action or failure to act was in the best
interest of the Bank.
1.16 "Years of Service" means the total number of twelve-month periods
during which the Participant serves as an employee of the Bank.
ARTICLE 2
PARTICIPATION
2.1 Eligibility to Participate. The Compensation Committee in its sole
discretion shall designate from time to time Participants that are eligible to
participate in this Plan.
2.2 Participation. The eligible executive may participate in this Plan
by executing an Election to Participate and a Split Dollar Endorsement for each
Policy. The Split Dollar Endorsement shall bind the Participant and his or her
beneficiaries, assigns and transferees, to the terms and conditions of this
Plan. An executive's participation is limited to only Policies where he or she
is the Insured. Exhibit B attached hereto sets forth the original Insured
Participants and the Policies on their lives.
2.3 Termination of Participation. A Participant's rights under this
Plan shall cease and his or her participation in this Plan shall terminate if
any of the following events occur:
(a) If the Participant is Terminated for Cause,
(b) If the Participant's employment with the Bank is terminated
prior to the Early Retirement Age for reasons other than
Disability or Change of Control, or
(c) If the Participant terminates employment due to Disability and
thereafter becomes gainfully employed with an entity other
than the Bank.
In the event that the Bank decides to maintain the Policy after the
Participant's termination of participation in the Plan, the Bank shall be the
direct beneficiary of the entire death proceeds of the Policy.
2.4 Maintaining the Policy and Endorsement until Death. If any of the
events listed below occur, the Bank shall maintain the Policy in full force and
effect and, in no event, shall the Bank amend, terminate or otherwise abrogate
the Participant's interest in the Policy, unless the Participant agrees pursuant
to section 8.1. The Bank may replace the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement if the Bank and
Participant
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execute a new Split Dollar Policy Endorsement for a comparable benefit, which
Policy or any comparable policy shall be subject to the claims of the Bank's
creditors.
(a) Disability. If the Participant's employment with the Bank is
terminated due to Disability, except as set forth in section
2.3(c) herein.
(b) Retirement. If the Participant's employment with the Bank is
terminated on or after Early Retirement Age.
(c) Change of Control. If the Participant's employment with UNB
Corp. or the Bank terminates within three years after a Change
of Control (except for Termination for Cause).
ARTICLE 3
POLICY OWNERSHIP/INTERESTS
3.1 Participant's Interest. With respect to each Policy, the
Participant or the Participant's assignee shall have the right to designate the
beneficiary of one of the following death benefit amounts:
(a) PRE-RETIREMENT DEATH BENEFIT. If the Participant was employed
by the Bank at the time of death, the death benefit shall be
the LESSER of (i) or (ii): (i) the greater of (a) 100 times
the Participant's projected normal retirement age monthly
pension benefit under the UNB Corp. Pension Plan or (b) two
times the Participant's current Base Annual Salary; or (ii)
$1,000,000, in either case, less the participant's $50,000
group term life insurance benefit under the Bank's group term
life insurance policy. If at any time after the adoption of
this Group Term Carve Out Plan, the UNB Corp. Pension Plan is
terminated or discontinued, the pre-retirement death benefit
shall be the LESSER of (i) or (ii): (i) two times the
Participant's current Base Annual Salary; or (ii) $1,000,000,
in either case, less the participant's $50,000 group term life
insurance benefit under the Bank's group term life insurance
policy.
(b) POST-RETIREMENT DEATH BENEFIT. If the Participant was no
longer employed by the Bank at the time of death but had
terminated employment
- due to Disability,
- or on or after Early Retirement Age, or
- within three years after a Change of Control,
the death benefit shall be the lesser of (i) one times the
Participant's Base Annual Salary at the time of termination of
employment or (ii) $1,000,000.
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The Participant shall also have the right to elect and change
settlement options with the consent of the Bank and the Insurer.
3.2 Bank's Interest. The Bank shall own the Policies and shall have the
right to exercise all incidents of ownership except that the Bank shall not
sell, surrender or transfer ownership of a Policy so long as a Participant has
an interest in the Policy during the time periods as described in section 3.1.
This provision shall not impair the right of the Bank to terminate this Plan.
With respect to each Policy, the Bank shall be the direct beneficiary of the
remaining death proceeds of the Policy after the Participant's interest is
determined according to section 3.1.
ARTICLE 4
PREMIUMS
4.1 Premium Payment. The Bank shall pay all premiums due on all
Policies.
4.2 Imputed Income. The Bank shall impute income to the Participant in
an amount equal to the current term rate for the Participant's age multiplied by
the net death benefit payable to the Participant's beneficiary. The "current
term rate" is the minimum amount required to be imputed under Revenue Rulings
64-328 and 66-110, or any subsequent applicable authority.
ARTICLE 5
ASSIGNMENT
Any Participant may assign without consideration all interests in his
or her Policy and in this Plan to any person, entity or trust. In the event a
Participant shall transfer all of his or her interest in the Policy, then all of
that Participant's interest in his or her Policy and in the Plan shall be vested
in his or her transferee, who shall be substituted as a party hereunder, and
that Participant shall have no further interest in his or her Policy or in this
Plan.
ARTICLE 6
INSURER
The Insurer shall be bound only by the terms of their corresponding
Policy. Any payments the Insurer makes or actions it takes in accordance with a
Policy shall fully discharge it from all claims, suits and demands of all
persons relating to that Policy. The Insurer shall not be bound by the
provisions of this Plan. The Insurer shall have the right to rely on the Bank's
representations with regard to any definitions, interpretations, or Policy
interests as specified under this Plan.
ARTICLE 7
CLAIMS PROCEDURE
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7.1 Claims Procedure. The Bank shall notify any person or entity that
makes a claim against this Plan (the "Claimant"), in writing, within ninety (90)
days of Claimant's written application for benefits, of his or her eligibility
or benefits under this Plan. If the Bank determines that Claimant is not
eligible for benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to the provisions of
this Plan on which the denial is based, (3) a description of any additional
information or material necessary for the Claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of this Plan's
claims review procedure and other appropriate information as to the steps to be
taken if the Claimant wishes to have the claim reviewed. If the Bank determines
that there are special circumstances requiring additional time to make a
decision, the Bank shall notify the Claimant of the special circumstances and
the date by which a decision is expected to be made, and may extend the time for
up to an additional ninety (90) days.
7.2 Review Procedure. If the Claimant is determined by the Bank not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Bank by filing a petition for review with the
Bank within sixty (60) days after receipt of the notice issued by the Bank. Said
petition shall state the specific reasons which the Claimant believes entitles
him or her to benefits or to greater or different benefits. Within sixty (60)
days after receipt by the Bank of the petition, the Bank shall afford the
Claimant (and counsel, if any) an opportunity to present his or her position to
the Bank verbally or in writing, and the Claimant (or counsel) shall have the
right to review the pertinent documents. The Bank shall notify the Claimant of
its decision in writing within the sixty-day period, stating specifically the
basis of its decision, written in a manner calculated to be understood by the
Claimant and the specific provisions of this Plan on which the decision is
based. If, because of the need for a hearing, the sixty-day period is not
sufficient, the decision may be deferred for up to another sixty (60) days at
the election of the Bank, but notice of this deferral shall be given to the
Claimant.
ARTICLE 8
AMENDMENTS AND TERMINATION
8.1 Amendment or Termination of Plan. Except as otherwise provided in
section 2.4 and 8.2, (i) the Bank may amend or terminate the Plan at any time,
and (ii) the Bank may amend or terminate a Participant's rights under the Plan
at any time prior to a Participant's death by written notice to the Participant.
The Bank's right to amend the Plan includes the right to alter the formula for
payment of pre-retirement death benefits, as specified in section 3.1(a) herein,
through termination, discontinuance or cessation of operation of the UNB Corp.
Pension Plan.
8.2 Amendment or Termination of Plan Upon Change of Control.
Notwithstanding the provisions of section 8.1, in the event of a Change of
Control, the Bank, or its successor, shall maintain in full force and effect
each Policy that is in existence on the date the Change of Control occurs and
shall not terminate or otherwise abrogate a Participant's interest in the
Policy. However, the Bank may replace the Policy with a comparable insurance
policy to cover the
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benefit provided under this Agreement. The Policy or any comparable policy shall
be subject to the claims of the Bank's creditors. This section 8.2 shall apply
to all Participants in the Plan on the date the Change of Control occurs,
including but not limited to (i) a retired Participant who has an interest in a
Policy; (ii) a disabled Participant who has an interest in the Policy; and (iii)
a Participant whose employment is terminated as a result of a Change of Control.
8.3 Participant Waiver. A Participant may, in the Participant's sole
and absolute discretion, waive his or her rights under the Plan at any time. Any
waiver permitted under this section 8.3 shall be in writing and delivered to the
Board of Directors of the Bank.
ARTICLE 9
MISCELLANEOUS
9.1 Binding Effect. This Plan in conjunction with each Split Dollar
Endorsement shall bind each Participant and the Bank, their beneficiaries,
survivors, executors, administrators and transferees and any Policy beneficiary.
9.2 No Guarantee of Employment. This Plan is not an employment policy
or contract. It does not give a Participant the right to remain an employee of
the Bank, nor does it interfere with the Bank's right to discharge a
Participant. It also does not require a Participant to remain an employee nor
interfere with a Participant's right to terminate employment at any time.
9.3 Applicable Law. The Plan and all rights hereunder shall be governed
by and construed according to the laws of the State of Ohio, except to the
extent preempted by the laws of the United States of America.
9.4 Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Plan by one party to another shall be in
writing, shall be signed by the party giving or making the same, and may be
given either by delivering the same to such other party personally, or by
mailing the same, by United States certified mail, postage prepaid, to such
party, addressed to his/her last known address as shown on the records of the
Bank. The date of such mailing shall be deemed the date of such mailed notice,
consent or demand.
9.5 Entire Agreement. This Plan constitutes the entire agreement
between the Bank and the Participant as to the subject matter hereof. No rights
are granted to the Participants by virtue of this Plan other than those
specifically set forth herein.
9.6 Administration. The Bank shall have powers which are necessary to
administer this Plan, including but not limited to:
(a) Interpreting the provisions of the Plan;
(b) Establishing and revising the method of accounting for the
Plan;
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(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Plan.
9.7 Designated Fiduciary. For purposes of the Employee Retirement
Income Security Act of 1974, if applicable, the Bank shall be the named
fiduciary and plan administrator under the Agreement. The named fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the Plan including the employment of advisors and the
delegation of ministerial duties to qualified individuals.
9.8 Severability. If for any reason any provision of this Agreement is
held invalid such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each such other provision shall, to the full
extent consistent with the law, continue in full force and effect. If any
provision of this Agreement shall be held invalid in part, such invalidity shall
in no way affect the rest of such provision, not held so invalid, and the rest
of such provision, together with all other provisions of this Agreement shall,
to the full extent consistent with the law, continue in full force and effect.
9.9 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Agreement.
IN WITNESS WHEREOF, the Bank executes this Plan as of the date
indicated above.
BANK:
UNITED NATIONAL BANK & TRUST
COMPANY
BY __________________________
TITLE __________________________
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EXHIBIT A
ELECTION TO PARTICIPATE
I, ______________________________________________, an eligible employee
as determined in section 2.1 of the United National Bank & Trust Company Group
Term Carve Out Plan (the "Plan") dated as of May 1, 2001, hereby elect to become
a Participant of the Plan in accordance with Section 2.2 of the Plan.
Additionally, I acknowledge that I have read the Plan document and agree to be
bound by its terms.
Executed this_______ day of ________________, 2001.
__________________________ _________________________________
Witness Participant
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EXHIBIT B
LIST OF PARTICIPANTS
PARTICIPANT'S NAME INSURER POLICY NUMBER
Xxxxxxx X. Xxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxx X. Xxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxx X. Xxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxx X. Xxxxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxx X. Xxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx X. Xxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxx X. Xxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Great-West Life & Annuity Insurance Company
Xxxxxxx X. Xxxxxxxx Xxxxxxxxx-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxxx Xxxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxx X. Xxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
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EXHIBIT B
LIST OF PARTICIPANTS
PARTICIPANT'S NAME INSURER POLICY NUMBER
Xxxxxx X. Xxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxx X. Xxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxx X. Xxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxx X. Xxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx X. Xxxxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx X. Xxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxx X. Xxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxx X. Xxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx X. Xxxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxx X. Xxxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx Xxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
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EXHIBIT B
LIST OF PARTICIPANTS
PARTICIPANT'S NAME INSURER POLICY NUMBER
Xxxxx X. Xxxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxx Xxxxxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxx X. Xxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx X. Xxxxxxxx Xxxxxxxxx-Pilot Life Insurance Company
Great-West Life & Annuity Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx X. Xxxxxxxx Jefferson-Pilot Life Insurance Company
Great-West Life & Annuity Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxxxxx Xxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
Xxxxx X. Xxxxxxx Great-West Life & Annuity Insurance Company
Jefferson-Pilot Life Insurance Company
Massachusetts Mutual Life Insurance Co.
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GROUP TERM CARVE OUT PLAN
SPLIT DOLLAR POLICY ENDORSEMENT
UNITED NATIONAL BANK & TRUST COMPANY
Policy No.
Insured:
Supplementing and amending the application of the United National Bank & Trust
Company (the "Bank") on May , 2001 to Great-West Life & Annuity Insurance
Company (the "Insurer"), the applicant requests and directs that:
BENEFICIARIES
-------------
1. The beneficiary designated by the Insured, or his/her transferee
shall be the beneficiary of one of the following death benefit amounts, subject
to the provisions of paragraph 5 below:
(i) PRE-RETIREMENT DEATH BENEFIT. If the Insured/Participant was
employed by the Bank at the time of death, the death benefit
shall be %% multiplied by the LESSER of (a) or (b):
(a) two times the Insured's current Annual Base Salary
(defined in the United National Bank and Trust
Company Group Term Carve Out Plan dated as of May 1,
2001 (the "Plan")) if the UNB Corp. Pension Plan
shall have been previously terminated or
discontinued. If the UNB Corp. Pension Plan shall not
have been previously terminated or discontinued, the
amount calculated under this paragraph (a) shall be
the greater of
(x) 100 times the Insured's projected normal
retirement age monthly pension benefit under
the UNB Corp. Pension Plan, or
(y) two times the Insured's current Base Annual
Salary or
(b) $1,000,000,
less $%, representing %% multiplied by the Insured's $50,000
group term life insurance benefit under the Bank's group term
life insurance policy.
(ii) POST-RETIREMENT DEATH BENEFIT. If the Insured/Participant was
no longer employed by the Bank at the time of death, but had
terminated employment within
- three years after a Change of Control (defined in the
Plan),
- due to Disability (defined in the Plan), or
- on or after Early Retirement Age (defined in the
Plan),
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the death benefit shall be multiplied by the
LESSER of: (a) one times the Participant's Base
Annual Salary (defined in the Plan) at the time of
termination of employment or (b) $1,000,000.
The Insurer may rely on a certificate issued by an authorized officer
of the Bank for a determination of the amount equal to one or two times Base
Annual Salary of the Insured.
2. The beneficiary of any remaining death proceeds shall be the United
National Bank & Trust Company, an OCC-chartered, FDIC-insured national bank with
its main offices in Canton, Ohio.
OWNERSHIP
---------
3. The Owner of the Policy shall be the Bank. The Owner shall have all
ownership rights in the Policy except as may be specifically granted to the
Insured or his/her transferee in paragraph (4) of this endorsement.
4. The Insured or his/her transferee shall have the right to assign all
rights and interests in the Policy with respect to that portion of the death
proceeds designated in paragraph (1) of this endorsement, and to exercise all
settlement options with respect to such death proceeds.
5. Notwithstanding the provisions of paragraph (4) above, the Insured
or the Insured's transferee shall have no rights or interests in the Policy with
respect to that portion of the death proceeds designated in paragraph (1) of
this endorsement if any of the following events occur:
(i) If the Insured/Participant is Terminated for Cause (defined in
the Plan), or
(ii) If the Insured/Participant's employment with the Bank is
terminated prior to Early Retirement Age (defined in the
Plan), for reasons other than Disability (defined in the Plan)
or Change of Control (defined in the Plan), or
(iii) If the Insured/Participant terminates employment due to
Disability (defined in the Plan) and thereafter becomes
gainfully employed with an entity other than the Bank.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
---------------------------------------------------
Upon the death of the Insured, the interest of any collateral assignee
of the Owner of the Policy designated in paragraph (3) above shall be limited to
the portion of the proceeds described in paragraph (2) above.
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OWNER'S AUTHORITY
-----------------
The Insurer is hereby authorized to recognize the Owner's claim to
rights hereunder without investigating the reason for any action taken by the
Owner, including the Owner's statement of the amount of premiums the Owner has
paid on the Policy. The signature of the Owner shall be sufficient for the
exercise of any rights under this Endorsement and the receipt of the Owner for
any sums received by it shall be a full discharge and release to the Insurer.
The Insurer may rely on a sworn statement in form satisfactory to it furnished
by the Owner, its successors or assigns, as to their interest and any payments
made pursuant to such statement shall discharge the Bank accordingly.
Any transferee's rights shall be subject to this Endorsement.
The Owner accepts and agrees to this split dollar endorsement.
The undersigned is signing in a representative capacity and warrants
that he or she has the authority to bind the entity on whose behalf this
document is being executed.
Signed at Canton, Ohio, this ___________ day of ______________________,
2001.
BANK: United National Bank & Trust Company
By: _____________________________________
Its: _____________________________________
ACCEPTANCE AND BENEFICIARY DESIGNATION
The Insured accepts and agrees to the foregoing and, subject to the
rights of the Owner as stated above, designates _______________________________
(relationship: _______________________________) as primary beneficiary(s) and
____________________________ (relationship: _______________________________) as
secondary/contingent beneficiary of the portion of the proceeds described in
paragraph (1) above.
Signed at _______________________________, Ohio, this ______________
day of ___________________, 2001.
INSURED:
___________________________________
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