Deferred Compensation Agreement – Directors
Exhibit
10.13
Deferred
Compensation Agreement – Directors
This
Agreement made as of the 19th day of December, 2005 by and between The Xxxxxx
Corporation, a business corporation organized under the laws of the State of
New
York (hereinafter referred to as “Xxxxxx”) and Xxxxxx X. Xxxxxxx of 000 Xxxxxx
Xxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as
“Director”).
WHEREAS,
Director serves Xxxxxx and/or Xxxxxx National Bank, a banking corporation
organized under the laws of the State of New York (the “Bank”) as a director;
and
1.
A Deferred Compensation Account (“Account”) shall be established
for Director on the Xxxxxx’x books for the benefit of Director. The
account shall be credited in an amount equal to amounts elected to be deferred
by Director in accordance with Paragraphs 2 and 3 of this Agreement.
The
amount credited to the Account shall not be held by Xxxxxx in trust, escrow,
or
similar fiduciary capacity, and neither Director nor any legal representative
shall have any right against Xxxxxx with respect to any portion of the account,
except as a general unsecured creditor of Xxxxxx.
2.
The Director may elect to defer Board fees by completing and
executing a Deferred Compensation Election – Form A in the form attached hereto
which specifies the amount of the Director’s Board and Committee Fees to be
deferred and the form of payment of amounts contributed by filing it with Xxxxxx
not less than ten (10) days prior to January 1st
of the
year in which such deferrals shall be made. Deferrals to the Account
will be credited monthly.
For
the
initial plan year, which shall commence on the effective date of this plan,
and
end on December 31, 2006, Director shall notify Xxxxxx of the amount to be
deferred for 2006 under this plan on or prior to the effective date
hereof. Director’s Board and Committee fees to which Director may be
entitled shall be reduced at the Director’s option by the amount
deferred. An election to defer Board and Committee fees hereunder may
be modified (including revocation) only as of the first day of a Plan
Year. No election, modification or revocation is permissible with
respect to Board and Committee fees to which the Director may be entitled paid
prior to the execution of Deferred Compensation Election Form. This
Agreement shall continue from year to year as modified hereunder until
Director’s service is terminated by death, retirement, or for any other
reason.
As
of the first date on which all or
an installment of deferred compensation becomes payable, and as of each
subsequent date on which an installment is payable (hereinafter referred to
as
“installment payment dates”) the Account shall be valued by adding to the dollar
amount credited to the Account the interest earned to the distribution date
to
ascertain the current account balance. The amount of each
installment of deferred compensation shall be determined by dividing the
aggregate value of the Account by the number of installments remaining to be
paid, including the installment then due. As each payment is made the
Account shall be charged with the amount of such payment, valued as of the
installment payment date. Director shall have the right to designate
the manner in which each installment payment is to be charged to the Account
by
notice to Xxxxxx prior to the installment payment date, but upon Director’s
failure to do so, Xxxxxx shall have the right to charge the Account, in dollars
in the amount equal to the payment.
4.
Upon filing with Xxxxxx, such “Deferred Compensation Election Form
– Form A” shall be incorporated by reference herein. This election of
the form and timing of the distribution of the Account may not be changed once
made and may not (i) change the form of payments that Director would otherwise
receive in 2006 and (ii) may not cause a benefit to be paid to Director in
2006
that otherwise would have been made at a later time.
5.
Director shall have the right to designate
a beneficiary to receive all or any part of Director’s Account, which may remain
unpaid at Director’s death, such amounts to be paid as provided in Paragraph
6. Such designation shall be effected by filing a written
notification with Xxxxxx, and may be changed from time to time by similar
action.
102-K
Effective
January 1, 2005, such
designation (or change in such designation) shall be made by filing a
“Beneficiary Election Form – Form B” in the form attached hereto.
6.
Should Director select a form of payment other than a lump sum pursuant
to Paragraph 2, and in the event of Director’s death after he has commenced
receiving payments pursuant to Paragraph 2, payments in that amount shall
continue as long as there is a balance in the Account to the person or persons
specified in accordance with Paragraph 5. In the event of Director’s
death prior to Director commencing to receive payments pursuant to Paragraph
2,
the person or persons specified in accordance with Paragraph 5 shall be paid
in
a lump sum, unless otherwise directed by Director prior to Director’s
death.
7.
Neither Director nor Director’s duly designated beneficiary
shall have any right to assign, transfer, pledge, encumber, or otherwise convey
by Will or inter vivos instrument the right to receive any amounts of
compensation which may become due hereunder, and any such attempt at assignment,
transfer, pledge encumbrance, or other conveyance shall not be recognized by
Xxxxxx and will not be binding on Xxxxxx.
8.
Any notice given under this agreement must be given by
certified or registered mail to the respective party at the address set forth
below, or to such substituted address as may be designated in any notice sent
in
accordance with this provision.
Corporate
Secretary
The
Xxxxxx Corporation
000
Xxxx
Xxxxxx
Xxxxxxx,
Xxx Xxxx 00000-0000
9.
This agreement is made pursuant to a Deferred Compensation Plan
maintained by Xxxxxx, copies of which have been delivered to Director prior
to
the execution hereof.
10.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, administrators, personal representative,
successors and assigns.
Xxxxxx agrees that should its ownership in any manner be transferred or
conveyed, whether by merger, reorganization, purchase of stock or assets,
liquidation, dissolution, split-off, spin-off, or otherwise, that this Agreement
shall survive, and be binding upon its successor, regardless of form.
11.
In the event Director incurs a financial hardship, Xxxxxx, in its sole
discretion, may distribute all or part of the amounts credited to Director’s
account prior to the time such accounts would otherwise be payable under the
terms of this Agreement. Such accelerated distribution will be made
only in the amount necessary to alleviate the financial emergency, including
any
amounts necessary to pay federal, state, or local income taxes reasonably
anticipated to result from the distribution. For the purpose this
Paragraph 12, “hardship” shall mean a sever financial hardship to Director
resulting form an illness or accident of Director, Director’s spouse or
dependent (as defined in Section 152 (a) of the Code), loss of Director’s
property due to casualty or other similar extraordinary an unforeseeable
circumstances arising as a result of events beyond the control of
Director.
12.
This Agreement shall be construed in accordance with the laws of the State
of
New York.
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THE
XXXXXX CORPORATION
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By:
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/s/
Xxxxxx X. Xxxxxx
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/s/
Xxxxxx X. Xxxxxxx
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Director
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103-K