EXECUTIVE SALARY CONTINUATION AGREEMENT THAT SUPERSEDES AND REPLACES THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT EFFECTIVE FEBRUARY 2, 2000
Exhibit
10.8
SUPERSEDES
AND REPLACES THE EXECUTIVE
SUPPLEMENTAL
RETIREMENT PLAN EXECUTIVE
AGREEMENT
EFFECTIVE FEBRUARY 2, 2000
THIS
AGREEMENT,
made
and entered into this 20th day of February, 2007, by and between The First
National Bank of Polk County, a bank organized and existing under the laws
of
the United States of America (hereinafter referred to as the “Bank”), and Xxxxx
X. Xxxxxx, an Executive of the Bank (hereinafter referred to as the
“Executive”), a member of a select group of management and highly compensated
employees of the Bank.
WHEREAS,
the
Bank
and the Executive are parties to an Executive Supplemental Retirement Plan
Executive Agreement effective the 2nd
day of
February, 2000 between The First National Bank of Polk County that provides
for
the payment of certain benefits. This Executive Salary Continuation Agreement
that supersedes and replaces the Executive Supplemental Retirement Plan
Executive Agreement effective February 2, 2000, shall bring the Executive
Supplemental Retirement Plan Executive Agreement effective February 2, 2000
into
compliance with Internal Revenue Code Section 409A. The benefits provided
hereunder shall supersede and replace the existing Executive Supplemental
Retirement Plan Executive Agreement and the benefits provided
thereby;
WHEREAS,
the
Executive has been and continues to be a valued Executive of the
Bank;
WHEREAS,
the
purpose of this Agreement is to further the growth and development of the Bank
by providing the Executive with supplemental retirement income, and thereby
encourage the Executive’s productive efforts on behalf of the Bank and the
Bank’s shareholders, and to align the interests of the Executive and those
shareholders.
WHEREAS,
it is
the desire of the Bank and the Executive to enter into this Agreement under
which the Bank will agree to make certain payments to the Executive at
retirement or the Executive’s Beneficiary in the event of the Executive’s death
pursuant to this Agreement;
ACCORDINGLY,
it is
intended that the Agreement be “unfunded” for purposes of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) and not be
construed to provide income to the participant or beneficiary under the Internal
Revenue Code of 1986, as amended (the “Code”), particularly Section 409A of the
Code and guidance or regulations issued thereunder, prior to actual receipt
of
benefits; and
THEREFORE,
it is
agreed as follows:
|
I.
|
EFFECTIVE
DATE
|
The
Effective Date of this Agreement shall be January 1, 2007.
| II. |
FRINGE
BENEFITS
|
The
salary continuation benefits provided by this Agreement are granted by the
Bank
as a fringe benefit to the Executive and are not part of any salary reduction
plan or an arrangement deferring a bonus or a salary increase. The Executive
has
no option to take any current payment or bonus in lieu of these salary
continuation benefits except as set forth hereinafter.
| III. |
DEFINITIONS
|
|
A.
|
Retirement
Date:
|
If
the
Executive remains in the continuous employ of the Bank, the Executive shall
retire from active employment with the Bank on the later of the Executive’s
sixty-fifth (65th)
birthday or Separation from Service.
|
B.
|
Normal
Retirement Age:
|
“Normal
Retirement Age” shall mean the date on which the Executive attains age
sixty-five (65).
| C. |
Plan
Year:
|
Any
reference to “Plan Year” shall mean a calendar year from January 1st
to
December 31st.
In the
year of implementation, the term “Plan Year” shall mean the period from the
effective date to December 31st
of the
year of the effective date.
| D. |
Termination
of Employment:
|
“Termination
of Employment” shall mean voluntary resignation of employment by the Executive
or the Bank’s discharge of the Executive without cause, prior to the Normal
Retirement Age.
| E. |
Separation
from Service:
|
“Separation
from Service” shall mean that the Executive has experienced a Termination of
Employment from the Bank. Where the Executive continues to perform services
for
the Bank following a Termination of Employment, however, and the facts and
circumstances indicate that such services are intended by the Bank and the
Executive to be more than “insignificant” services, a Separation from Service
will not be deemed to have occurred and any amounts deferred under this
Agreement may not be paid or made available to the Executive. The determination
of whether
-
2
-
such
services are considered “insignificant” will be based upon all facts and
circumstances relating to the termination and upon any applicable rules and
regulations issued under Section 409A of the Code. Military leave, sick leave,
or other bona fide leaves of absence are not generally considered terminations
of employment.
|
F.
|
Discharge
for Cause:
|
The
term
“for cause” shall mean any of the following that result in an adverse effect on
the Bank: (i) the commission of a felony or gross misdemeanor involving fraud
or
dishonesty; (ii) the willful violation of any banking law, rule, or banking
regulation (other than a traffic violation or similar offense); (iii) an
intentional failure to perform stated duties; or (iv) a breach of fiduciary
duty
involving personal profit. If a dispute arises as to discharge “for cause,” such
dispute shall be resolved by arbitration as set forth in this Agreement. In
the
alternative, if the Executive is permitted to resign due to inappropriate
conduct as defined above, the Board of Directors may vote to deny all benefits.
A majority decision by the Board of Directors is required for forfeiture of
the
Executive’s benefits.
|
G.
|
Change
of Control:
|
“Change
of Control” shall mean a change in ownership or control of the Bank as defined
in Treasury Regulation Section 1.409A-3(g)(5) or any subsequently applicable
Treasury Regulation.
|
H.
|
Restriction
on Timing of Distribution:
|
Notwithstanding
any provision of this Agreement to the contrary, distributions to the Executive
may not commence earlier than six (6) months after the date of a Separation
from
Service if, pursuant to Section 409A of the Code and regulations and guidance
promulgated thereunder, the Executive is considered a “specified employee” under
Section 416(i) of the Code. In the event a distribution is delayed pursuant
to
this paragraph, the originally scheduled payment shall be delayed for six (6)
months, and shall commence instead on the first day of the seventh month
following the delay. If payments are scheduled to be made in installments,
the
first six (6) months of installment payments shall be delayed, aggregated,
and
paid instead on the first day of the seventh month, after which all installment
payments shall be made on their regular schedule. If payment is scheduled to
be
made in a lump sum, the lump payment shall be delayed for six (6) months and
instead be made on the first day of the seventh month.
-
3
-
|
I.
|
Beneficiary:
|
The
Executive shall have the right to name a Beneficiary of the Death Benefit.
The
Executive shall have the right to name such Beneficiary at any time prior to
the
Executive’s death and submit it to the Plan Administrator (or Plan
Administrator’s representative) on the form provided. Once received and
acknowledged by the Plan Administrator, the form shall be effective. The
Executive may change a Beneficiary designation at any time by submitting a
new
form to the Plan Administrator. Any such change shall follow the same rules
as
for the original Beneficiary designation and shall automatically supersede
the
existing Beneficiary form on file with the Plan Administrator.
If
the
Executive dies without a valid Beneficiary designation on file with the Plan
Administrator, death benefits shall be paid to the Executive’s
estate.
If
the
Plan Administrator determines in its discretion that a benefit is to be paid
to
a minor, to a person declared incompetent, or to a person incapable of handling
the disposition of that person’s property, the Plan Administrator may direct
distribution of such benefit to the guardian, legal representative or person
having the care or custody of such minor, incompetent person or incapable
person. The Plan Administrator may require proof of incompetence, minority
or
guardianship as it may deem appropriate prior to distribution of the benefit.
Any distribution of a benefit shall be a distribution for the account of the
Executive and the Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Agreement for such distribution
amount.
| IV. |
RETIREMENT
BENEFIT
|
Upon
attainment of the Retirement Date, the Bank shall pay the Executive an annual
benefit equal to Sixty Thousand and 00/100th
Dollars
($60,000.00). Said benefit shall be paid in equal annual installments until
the
death of the Executive. Said payment shall be made the first day of the month
following the date of such Separation from Service.
| V. |
DEATH
BENEFIT
|
| A. |
Pre-Retirement
Death Benefit:
|
In
the
event the Executive should die while actively employed by the Bank at any time
after the date of this Agreement but prior to the Executive’s Separation from
Service, the Bank will pay the accrued balance on the date of death, of the
Executive’s accrued liability retirement account in one (1) lump sum to the
Beneficiary. Said payment due hereunder shall be made the first day of the
second month following the Executive’s death.
-
4
-
| B. |
Post-Retirement
Death Benefit:
|
Upon
the
death of the Executive, if there is a balance in the accrued liability
retirement account, such balance shall be paid in one (1) lump sum to the
Beneficiary. Said payment due hereunder shall be made the first day of the
second month following the Executive’s death.
| VI. |
BENEFIT
ACCOUNTING/
ACCRUED
LIABILITY RETIREMENT
ACCOUNT
|
The
Bank
shall account for this benefit using the regulatory accounting principles of
the
Bank’s primary federal regulator. The Bank shall establish an accrued liability
retirement account for the Executive into which appropriate reserves shall
be
accrued.
| VII. |
VESTING
|
The
Executive shall be twenty percent (20%) vested each year in the accrued
liability retirement account from the Effective Date of the original Agreement
dated February 2, 2000, to
a
maximum of one hundred percent (100%).
| VIII. |
TERMINATION
OF EMPLOYMENT
|
In
the
event that the employment of the Executive shall terminate prior to the Normal
Retirement Age, by the Executive’s voluntary action, or by the Executive’s
discharge by the Bank without cause, then this Agreement shall terminate upon
the date of Separation from Service and the Bank shall pay to the Executive
an
amount of money equal to balance of the Executive’s accrued liability retirement
account on the date of said Separation from Service, multiplied by the
Executive’s cumulative vested percentage (Paragraph VII). This compensation
shall be paid in one (1) lump sum the first day of the second month following
said Separation from Service.
In
the
event the Executive’s death should occur after such termination but prior to the
payment provided for in this paragraph, the balance shall be paid, in one (1)
lump sum to the Beneficiary. Said payment due hereunder shall be made the first
day of the second month following the decease of the Executive.
In
the
event the Executive shall be Discharged for Cause at any time, this Agreement
shall terminate and all benefits provided herein shall be forfeited.
| IX. |
CHANGE
OF CONTROL
|
If
the
Executive subsequently suffers a Termination of Employment (voluntarily or
involuntarily), and Separation from Service except for cause, anytime subsequent
to a Change of Control, then the Executive shall receive the benefits stated
and
in accordance with Paragraph IV herein upon attaining Normal Retirement Age,
as
if the Executive had been continuously employed by the Bank until the
Executive’s Normal Retirement Age. Said payment shall be made in the same manner
as stated in Paragraph IV.
-
5
-
| X. |
RESTRICTIONS
ON FUNDING
|
The
Bank
shall have no obligation to set aside, earmark or entrust any fund or money
with
which to pay its obligations under this Agreement. The Executive, their
beneficiary(ies), or any successor in interest shall be and remain simply a
general creditor of the Bank in the same manner as any other creditor having
a
general claim for matured and unpaid compensation.
The
Bank
reserves the absolute right, at its sole discretion, to either fund the
obligations undertaken by this Agreement or to refrain from funding the same
and
to determine the extent, nature and method of such funding. Should the Bank
elect to fund this Agreement, in whole or in part, through the purchase of
life
insurance, mutual funds, disability policies or annuities, the Bank reserves
the
absolute right, in its sole discretion, to terminate such funding at any time,
in whole or in part. At no time shall any Executive be deemed to have any lien,
right, title or interest in any specific funding investment or assets of the
Bank.
If
the
Bank elects to invest in a life insurance, disability or annuity policy on
the
life of the Executive, then the Executive shall assist the Bank by freely
submitting to a physical exam and supplying such additional information
necessary to obtain such insurance or annuities.
| XI. |
MISCELLANEOUS
|
|
A.
|
Alienability
and Assignment Prohibition:
|
Neither
the Executive nor any Beneficiary under this Agreement shall have any power
or
right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify
or
otherwise encumber in advance any of the benefits payable hereunder nor shall
any of said benefits be subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance owed by the Executive or the
Executive’s Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event the Executive or any
Beneficiary attempts assignment, commutation, hypothecation, transfer or
disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease
and terminate.
|
B.
|
Binding
Obligation of the Bank and any Successor in
Interest:
|
The
Bank
shall not merge or consolidate into or with another bank or sell substantially
all of its assets to another bank, firm or person until such bank, firm or
person expressly agree, in writing, to assume and discharge the duties and
obligations of the Bank under this Agreement. This Agreement shall be binding
upon the parties hereto, their successors, beneficiaries, heirs and personal
representatives.
-
6
-
|
C.
|
Amendment
or Revocation:
|
It
is
agreed by and between the parties hereto that, during the lifetime of the
Executive, this Agreement may be amended or revoked at any time or times, in
whole or in part, by the mutual written consent of the Executive and the Bank.
Any such amendment shall not be effective to decrease or restrict any
Executive’s accrued benefit under this Agreement, determined as of the date of
amendment, unless agreed to in writing by the Executive, and provided further,
no amendment shall be made, or if made, shall be effective, if such amendment
would cause the Agreement to violate Internal Revenue Code Section 409A. In
the
event this Agreement is terminated, such termination shall not cause a
distribution of benefits, except under limited circumstances as permitted under
Section 409A (i.e., 30 days before or 12 months after a Change of Control event,
upon termination of all arrangements of the same type, or upon corporate
dissolution or bankruptcy).
|
D.
|
Gender:
|
Whenever
in this Agreement words are used in the masculine or neutral gender, they shall
be read and construed as in the masculine, feminine or neutral gender, whenever
they should so apply.
|
E.
|
Headings:
|
Headings
and subheadings in this Agreement are inserted for reference and convenience
only and shall not be deemed a part of this Agreement.
|
F.
|
Applicable
Law:
|
The
laws
of the State of Georgia shall govern the validity and interpretation of this
Agreement.
|
G.
|
Partial
Invalidity:
|
If
any
term, provision, covenant, or condition of this Agreement is determined by
an
arbitrator or a court, as the case may be, to be invalid, void, or
unenforceable, such determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable, and the Agreement shall
remain in full force and effect notwithstanding such partial
invalidity.
-
7
-
|
H.
|
Not
a Contract of Employment:
|
This
Agreement shall not be deemed to constitute a contract of employment between
the
parties hereto, nor shall any provision hereof restrict the right of the Bank
to
discharge the Executive, or restrict the right of the Executive to terminate
employment.
|
I.
|
Tax
Withholding:
|
The
Bank
shall withhold any taxes that are required to be withheld, under Section 409A
of
the Code and regulations thereunder, from the benefits provided under this
Agreement. The Executive acknowledges that the Bank’s sole liability regarding
taxes is to forward any amounts withheld to the appropriate taxing
authority(ies).
|
J.
|
Opportunity
to Consult with Independent Advisors:
|
The
Executive acknowledges that he has been afforded the opportunity to consult
with
independent advisors of his choosing including, without limitation, accountants
or tax advisors and counsel regarding both the benefits granted to him under
the
terms of this Agreement and the: (i) terms and conditions which may affect
the
Executive’s right to these benefits; and (ii) personal tax effects of such
benefits including, without limitation, the effects of any federal or state
taxes, Section 280G of the Code, Section 409A of the Code and guidance or
regulations thereunder, and any other taxes, costs, expenses or liabilities
whatsoever related to such benefits, which in any of the foregoing instances
the
Executive acknowledges and agrees shall be the sole responsibility of the
Executive notwithstanding any other term or provision of this Agreement. The
Executive further acknowledges and agrees that the Bank shall have no liability
whatsoever related to any such personal tax effects or other personal costs,
expenses, or liabilities applicable to the Executive and further specifically
waives any right for himself or herself, and his or her heirs, beneficiaries,
legal representative, agents, successor and assign to claim or assert liability
on the part of the Bank related to the matters described above in this
paragraph. The Executive further acknowledges that he has read, understands
and
consents to all of the terms and conditions of this Agreement, and that he
enters into this Agreement with a full understanding of its terms and
conditions.
|
K.
|
Permissible
Acceleration Provision:
|
Under
Section 409A(a)(3), a payment of deferred compensation may not be accelerated
except as provided in regulations by the Internal Revenue Code. Certain
permissible payment accelerations include payments necessary to comply with
a
domestic relations order, payments necessary
-
8
-
to
comply
with certain conflict of interest rules, payments intended to pay employment
taxes, and certain de minimis payments related to the participant’s termination
of the Executive’s interest in the plan.
| L. |
Supersede
and Replace Entire Agreement:
|
This
Agreement shall supersede the Executive Supplemental Retirement Plan Executive
Agreement dated the 2nd
day of
February, 2000, and shall replace the entire agreement of the parties pertaining
to this particular Executive Salary Continuation Agreement.
XII. ADMINISTRATIVE
AND CLAIMS PROVISIONS
|
A.
|
Plan
Administrator:
|
The
“Plan
Administrator” of this Agreement shall be The First National Bank of Polk
County. As Plan Administrator, the Bank shall be responsible for the management,
control and administration of the Agreement. The Plan Administrator may delegate
to others certain aspects of the management and operation responsibilities
of
the Agreement including the employment of advisors and the delegation of
ministerial duties to qualified individuals.
| B. |
Claims
Procedure:
|
a. Filing
a Claim for Benefits:
Any
insured, Beneficiary, or other individual, (“Claimant”) entitled to benefits
under this Agreement will file a claim request with the Plan Administrator.
The
Plan Administrator will, upon written request of a Claimant, make available
copies of all forms and instructions necessary to file a claim for benefits
or
advise the Claimant where such forms and instructions may be obtained. If the
claim relates to disability benefits, then the Plan Administrator shall
designate a sub-committee to conduct the initial review of the claim (and
applicable references below to the Plan Administrator shall mean such
sub-committee).
b. Denial
of Claim:
|
A
claim for benefits under this Agreement will be denied if the Bank
determines that the Claimant is not entitled to receive benefits
under the
Agreement. Notice of a denial shall be furnished the Claimant within
a
reasonable period of time after receipt of the claim for benefits
by the
Plan Administrator. This time period shall not exceed more than ninety
(90) days after the receipt of the
|
-
9
-
properly
submitted claim. In the event that the claim for benefits pertains to
disability, the Plan Administrator shall provide written notice within
forty-five (45) days. However, if the Plan Administrator determines, in its
discretion, that an
extension of time for processing the claim is required, such extension shall
not
exceed an additional ninety (90) days. In the case of a claim for disability
benefits, the forty-five (45) day review period may be extended for up to thirty
(30) days if necessary due to circumstances beyond the Plan Administrator’s
control, and for an additional thirty (30) days, if necessary. Any
extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the Plan Administrator expects to render the
determination on review.
c. Content
of Notice:
|
The
Plan Administrator shall provide written notice to every Claimant
who is
denied a claim for benefits which notice shall set forth the
following:
|
| (i.) |
The
specific reason or reasons for the
denial;
|
|
(ii.)
|
Specific
reference to pertinent Agreement provisions on which the denial is
based;
|
|
(iii.)
|
A
description of any additional material or information necessary for
the
Claimant to perfect the claim, and any explanation of why such material
or
information is necessary; and
|
|
(iv.)
|
Any
other information required by applicable regulations, including with
respect to disability benefits.
|
d. Review
Procedure:
|
The
purpose of the Review Procedure is to provide a method by which a
Claimant
may have a reasonable opportunity to appeal a denial of a claim to
the
Plan Administrator for a full and fair review. The Claimant, or his
duly
authorized representative, may:
|
|
(i.)
|
Request
a review upon written application to the Plan Administrator. Application
for review must be made within sixty (60) days of receipt of written
notice of denial of claim. If the denial of claim pertains to disability,
application for review must be made within one hundred eighty (180)
days
of receipt of written notice of the denial of
claim;
|
-
10
-
|
(ii.)
|
Review
and copy (free of charge) pertinent Agreement documents, records
and other
information relevant to the Claimant’s claim for
benefits;
|
|
(iii.)
|
Submit
issues and concerns in writing, as well as documents, records, and
other
information relating to the claim.
|
e. Decision
on Review:
A
decision on review of a denied claim shall be made in the following
manner:
|
(i.)
|
The
Plan Administrator may, in its sole discretion, hold a hearing on
the
denied claim. If the Claimant’s initial claim is for disability benefits,
any review of a denied claim shall be made by members of the Plan
Administrator other than the original decision maker(s) and such
person(s)
shall not be a subordinate of the original decision maker(s). The
decision
on review shall be made promptly, but generally not later than sixty
(60)
days after receipt of the application for review. In the event that
the
denied claim pertains to disability, such decision shall not be made
later
than forty-five (45) days after receipt of the application for review.
If
the Plan Administrator determines that an extension of time for processing
is required, written notice of the extension shall be furnished to
the
Claimant prior to the termination of the initial sixty (60) day period.
In
no event shall the extension exceed a period of sixty (60) days from
the
end of the initial period. In the event the denied claim pertains
to
disability, written notice of such extension shall be furnished to
the
Claimant prior to the termination of the initial forty-five (45)
day
period. In no event shall the extension exceed a period of thirty
(30)
days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time
and the
date by which the Plan Administrator expects to render the determination
on review.
|
|
(ii.)
|
The
decision on review shall be in writing and shall include specific
reasons
for the decision written in an understandable manner with specific
references to the pertinent Agreement provisions upon which the decision
is based.
|
-
11
-
|
(iii.)
|
The
review will take into account all comments, documents, records and
other
information submitted by the Claimant relating to the claim without
regard
to whether such information was submitted or considered in the initial
benefit determination. Additional considerations shall be required
in the
case of a claim for disability benefits. For example, the
claim will be reviewed without deference to the initial adverse benefits
determination and, if the initial adverse benefit determination was
based
in whole or in part on a medical judgment, the Plan Administrator
will
consult with a health care professional with appropriate training
and
experience in the field of medicine involving the medical judgment.
The
health care professional who is consulted on appeal will not be the
same
individual who was consulted during the initial determination or
the
subordinate of such individual. If the Plan Administrator obtained
the
advice of medical or vocational experts in making the initial adverse
benefits determination (regardless of whether the advice was relied
upon),
the Plan Administrator will identify such
experts.
|
|
(iv.)
|
The
decision on review will include a statement that the Claimant is
entitled
to receive, upon request and free of charge, reasonable access to,
and
copies of, all documents, records or other information relevant to
the
Claimant’s claim for benefits.
|
|
f.
|
Exhaustion
of Remedies:
|
|
A
Claimant must follow the claims review procedures under this Agreement
and
exhaust his or her administrative remedies before taking any further
action with respect to a claim for
benefits.
|
|
C.
|
Arbitration:
|
If
claimants continue to dispute the benefit denial based upon completed
performance of this Agreement or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to an Arbitrator
for
final arbitration. The Arbitrator shall be selected by mutual agreement of
the
Bank and the claimants. The Arbitrator shall operate under any generally
recognized set of arbitration rules. The parties hereto agree that they and
their heirs, personal representatives, successors and assigns shall be bound
by
the decision of such Arbitrator with respect to any controversy properly
submitted to it for determination.
-
12
-
Where
a
dispute arises as to the Bank’s discharge of the Executive “for cause,” such
dispute shall likewise be submitted to arbitration as above described and the
parties hereto agree to be bound by the decision thereunder.
|
XIV.
|
TERMINATION
OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES
OR
REGULATIONS
|
The
Bank
is entering into this Agreement upon the assumption that certain existing tax
laws, rules and regulations will continue in effect in their current form.
If
any said assumptions should change and said change has a detrimental effect
on
this Agreement, then the Bank reserves the right to terminate or modify this
Agreement accordingly. Any such termination or modification shall not be
effective to decrease or restrict any Executive’s Accrued Liability Retirement
Account under this Agreement, determined as of the date of amendment, unless
agreed to in writing by the Executive, and provided further, no amendment shall
be made, or if made, shall be effective, if such termination or modification
would cause the Agreement to violate Internal Revenue Code Section 409A. In
the
event this Agreement is terminated, such termination shall not cause a
distribution of benefits, except under limited circumstances as permitted under
Section 409A (i.e., 30 days before or 12 months after a Change in Control event,
upon termination of all arrangements of the same type, or upon corporate
dissolution or bankruptcy). Upon a Change of Control, this paragraph shall
become null and void effective immediately upon said Change of
Control.
IN
WITNESS WHEREOF,
the
parties hereto acknowledge that each has carefully read this Agreement and
executed the original thereof on the first day set forth hereinabove, and that,
upon execution, each has received a conforming copy.
|
THE
FIRST XXXXXXXX
|
|
|
XXXX
XX XXXX XXXXXX
|
|
|
Xxxxxxxxx,
XX
|
|
| ____________________________ |
By:_____________________________
|
|
Witness
|
(Bank
Officer other than Insured)
Title
|
| _____________________________ | _________________________________ |
|
Witness
|
Xxxxx
X. Xxxxxx
|
-
13
-
BENEFICIARY
DESIGNATION FORM
FOR
THE EXECUTIVE SALARY CONTINUATION
AGREEMENT
THAT SUPERSEDES AND REPLACES THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
EXECUTIVE AGREEMENT
|
I.
|
PRIMARY
DESIGNATIONS
|
||||||||||||||||||||
|
A.
|
Person(s)
as a Primary Designation:
(Please
indicate the percentage for each beneficiary.)
|
||||||||||||||||||||
|
1.
|
Name:
|
Relationship:
|
SS#:
|
%
|
|||||||||||||||||
|
Address:
|
|||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
||||||||||||||||||
|
2.
|
Name:
|
Relationship:
|
SS#:
|
%
|
|||||||||||||||||
|
Address:
|
|||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
||||||||||||||||||
|
3.
|
Name:
|
Relationship:
|
SS#:
|
%
|
|||||||||||||||||
|
Address:
|
|||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
||||||||||||||||||
|
4.
|
Name:
|
Relationship:
|
SS#:
|
%
|
|||||||||||||||||
|
Address:
|
|||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
||||||||||||||||||
|
II.
|
ESTATE
AND/OR TRUST AS PRIMARY DESIGNATIONS
|
||||||||||||||||||||
|
A.
|
Estate
as a Primary Designation:
An
Estate can still be listed even if there is no
will.
|
||||||||||||||||||||
|
My
Primary Beneficiary is The Estate of
|
as
set forth in the Last Will and
|
||||||||||||||||||||
|
(Insert
full name)
|
|||||||||||||||||||||
|
Testament
dated the
|
day
of
|
,
200
|
and
any codicils thereto.
|
||||||||||||||||||
|
B.
|
Trust
as a Primary Designation:
|
||||||||||||||||||||
|
Name
of the Trust:
|
|||||||||||||||||||||
|
Execution
Date of the Trust:
|
Name
of the Trustee:
|
||||||||||||||||||||
|
Beneficiary
of the Trust:
(please
indicate the percentage for each beneficiary):
|
|||||||||||||||||||||
|
Name(s):
|
|||||||||||||||||||||
|
Name(s):
|
|||||||||||||||||||||
|
Is
this an Irrevocable Life Insurance Trust?□
Yes □
No
|
|||||||||||||||||||||
|
(If
yes and this designation is for a Joint Beneficiary Designation Agreement,
an Assignment of Rights form must
be completed.)
|
|||||||||||||||||||||
-
14
-
|
III.
|
SECONDARY
(CONTINGENT) DESIGNATIONS
|
|||||||||||||||||||
|
A.
|
Person(s)
as a Secondary (Contingent) Designation:
(Please
indicate the percentage for each beneficiary in the event of the
Primary’s
Death.)
|
|||||||||||||||||||
|
1.
|
Name:
|
Relationship:
|
SS#:
|
%
|
||||||||||||||||
|
Address:
|
||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
|||||||||||||||||
|
2.
|
Name:
|
Relationship:
|
SS#:
|
%
|
||||||||||||||||
|
Address:
|
||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
|||||||||||||||||
|
3.
|
Name:
|
Relationship:
|
SS#:
|
%
|
||||||||||||||||
|
Address:
|
||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
|||||||||||||||||
|
4.
|
Name:
|
Relationship:
|
SS#:
|
%
|
||||||||||||||||
|
Address:
|
||||||||||||||||||||
|
(Street)
|
(City)
|
(State)
|
(Zip)
|
|||||||||||||||||
|
IV.
|
ESTATE
AND/OR TRUST AS SECONDARY (CONTINGENT)
DESIGNATIONS
|
|||||||||||||||||||
|
A.
|
Estate
as a Secondary (Contingent) Designation:
|
|||||||||||||||||||
|
My
Primary Beneficiary is The Estate of
|
as
set forth in the last will and
|
|||||||||||||||||||
|
Testament
dated the
|
day
of
|
,
200
|
and
any codicils thereto.
|
|||||||||||||||||
|
B.
|
Trust
as a Secondary (Contingent) Designation:
|
|||||||||||||||||||
|
Name
of the Trust:
|
||||||||||||||||||||
|
Execution
Date of the Trust:
|
Name
of the Trustee:
|
|||||||||||||||||||
|
Beneficiary
of the Trust:
(please
indicate the percentage for each beneficiary):
|
||||||||||||||||||||
|
Name(s):
|
||||||||||||||||||||
|
Name(s):
|
||||||||||||||||||||
|
Is
this an Irrevocable Life Insurance Trust?□
Yes □
No
|
||||||||||||||||||||
|
(If
yes and this designation is for a Joint Beneficiary Designation Agreement,
an Assignment of Rights form must
be completed.)
|
||||||||||||||||||||
V. SIGN
AND DATE
This
Beneficiary Designation Form is valid until the participant notifies the bank
in
writing.
| __________________________ | _______________________ |
|
Xxxxx
X. Xxxxxx
|
Date
|
-
15
-
