AMENDED AND RESTATED EXECUTIVE SALARY CONTINUATION AGREEMENT
Exhibit
10.3
AMENDED
AND RESTATED
This
amended and restated executive salary agreement (“Agreement”) by and between
United Security Bank, a California banking corporation (the “Employer”), and
Xxxxxxx X. Xxxxxxx, an individual residing in the State of California
(hereinafter referred to as the “Executive”) amends and restates the executive
salary continuation agreement (“Original Agreement”) made and entered into on
January 2, 1997, by and between Employer and Executive.
RECITALS
WHEREAS,
the Executive is an employee of the Employer and is serving as its Chief
Financial Officer;
WHEREAS,
the Executive and the Employer entered into the Original Agreement, and the
parties wish to make such amendments to the Original Agreement so as to comply
with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and
the regulations promulgated thereunder.
NOW,
THEREFORE, in consideration of the services to be performed in the future,
as
well as the mutual promises and covenants contained herein, the Executive and
the Employer agree as follows:
AGREEMENT
1. Terms
and Definitions.
1.1. Administrator.
The
Employer shall be the “Administrator” and, solely for the purposes of ERISA, the
“fiduciary” of this Agreement where a fiduciary is required by
ERISA.
1.2. Annual
Benefit.
The
term “Annual Benefit” shall mean an annual sum of fifty thousand dollars
($50,000) multiplied by the Applicable Percentage (defined below) and then
reduced to the extent required: (i) under the other provisions of this
Agreement; (ii) by reason of the lawful order of any regulatory agency or body
having jurisdiction over the Employer; and (iii) in order for the Employer
to
properly comply with any and all applicable state and federal laws, including,
but not limited to, income, employment and disability income tax laws (eg.,
FICA, FUTA, SDI).
1.3. Applicable
Percentage.
The
term “Applicable Percentage” shall mean that percentage listed on Schedule “A”
attached hereto which is adjacent to the number of complete years (with a “year”
being the performance of personal services for or on behalf of the Employer
as
an employee for a period of 365 days) which have elapsed starting from the
Effective Date and ending on the date the Executive’s employment is terminated
for purposes of this Agreement. In the event the Executive’s employment with the
Employer is terminated other than by reason of death, disability, termination
for cause or Retirement on the part of the Executive, the Executive
shall be deemed for purposes of determining the number of complete years to
have
completed a year of service in its entirety for any partial year of service
after the last anniversary date of the Effective Date during which the
Executive’s employment is terminated, provided that in no event shall the
Executive be deemed to have completed a year of service for the partial year
that occurs prior to the first anniversary date of the Original
Agreement.
1.4. Beneficiary.
The
term “beneficiary” or “designated beneficiary” shall mean the person or persons
whom the Executive shall designate in a valid beneficiary designation
(“Beneficiary Designation”), a copy of which is attached hereto as Exhibit “B”,
to receive the benefits provided hereunder. A Beneficiary Designation shall
be
valid only if it is in the form attached hereto and made a part hereof and
is
received by the Administrator prior to the Executive’s death. The Executive's
beneficiary designation shall be deemed automatically revoked if the Beneficiary
predeceases the Executive or if the Executive names a spouse as Beneficiary
and
the marriage is subsequently dissolved. Upon the acceptance by the Administrator
of a new Beneficiary Designation Form, all Beneficiary designations previously
filed shall be cancelled. The Administrator shall be entitled to rely on the
last Beneficiary Designation Form filed by the Executive and accepted by the
Administrator prior to the Executive’s death.
1.5. The
Code.
The
“Code” shall mean the Internal Revenue Code of 1986, as amended (the
“Code”).
1.6. Disability/Disabled.
The
term “Disability” or “Disabled” means disabled within the meaning of Internal
Revenue Code section 409A and regulations promulgated thereunder.
1.7. Effective
Date. The term “Effective Date” shall mean the date upon which the Original
Agreement was entered into by the parties.
1.8. ERISA.
The
term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended.
1.9. Plan
Year.
The
term “Plan Year” shall mean the Employer’s calendar year.
1.10. Retirement.
The
term “Retirement” or “Retires” shall refer to the date on which the Executive
(i) attains the age of at least fifty-nine (59) and (ii) terminates full-time
salaried employment with the Employer for any reason other than Termination
for
Cause and such termination constitutes a Separation of Service.
1.11. Separation
of Service.
The
term “Separation from Service” means the Executive’s service as an executive
and/or independent contractor to the Employer and any member of a controlled
group that includes Employer, as defined in Code section 414, terminates for
any
reason, other than because of a leave of absence approved by the Company,
Disability or the Executive’s death. Whether a Separation from Service takes
place is determined based (i) on the facts and circumstances surrounding the
termination of the Executive’s employment, (ii) whether the Employer and the
Executive intended for the Executive to provide significant services for the
Employer following such termination and (iii) the application of facts and
circumstances in view of the presumptions contained in the regulations to
section 409A of the Code. For purposes of this Agreement, if there is a dispute
about the employment status of the Executive or the date of the Executive’s
Separation from Service, the Employer shall have the sole and absolute right
to
decide the dispute.
2
1.12. Surviving
Spouse.
The
term “Surviving Spouse” shall mean the person, if any, who shall be legally
married to the Executive on the date of the Executive’s death.
1.13. Termination
for Cause.
The
term “Termination for Cause” shall mean the termination of the Executive by the
Employer upon the occurrence of any of the following events:
(i) the
Executive is convicted of illegal activity by a court of competent jurisdiction
or pleads guilty to or nolo contendere to illegal activity, which activity
materially adversely affects the Employer’s reputation in the community or which
evidences the lack of the Executive’s fitness or ability to perform the
Executive’s duty as determined by the Board of Directors in good
faith;
(ii) the
Executive has committed any illegal or dishonest act which would cause
termination of coverage under the Employer’s Bankers’ Blanket Bond as to the
Executive, as distinguished from termination of coverage as to the Employer
as a
whole;
(iii) the
Executive materially fails to perform, or habitually neglects, the Executive’s
duties or commits a material act of malfeasance or misfeasance in connection
therewith; or
(iv) an
action
is commenced by any bank regulatory agency having jurisdiction, to remove or
suspend the Executive from office, or a cease and desist order under 12 U.S.C.
1818(b) or any similar Federal or state statute is issued against the Executive
or the Employer which calls for the Executive’s suspension or removal from
office.
2. Scope,
Purpose and Effect.
2.1. Contract
of Employment.
Although this Agreement is intended to provide the Executive with an additional
incentive to remain in the employ of the Employer, this Agreement shall not
be
deemed to constitute a contract of employment between the Executive and the
Employer nor shall any provision of this Agreement restrict or expand the right
of the Employer to terminate the Executive’s employment. This Agreement shall
have no impact or effect upon any separate written employment agreement which
the Executive may have with the Employer, it being the parties’ intention and
agreement that unless this Agreement is specifically referenced in said
employment agreement (or any modification thereto), this Agreement (and the
Employer’s obligations hereunder) shall stand separate and apart and shall have
no effect upon, nor be affected by, the terms and provisions of said employment
agreement.
2.2. Fringe
Benefit.
The
benefits provided by this Agreement are granted by the Employer as a fringe
benefit to the Executive and are not a part of any salary reduction plan or
any
arrangement deferring a bonus or a salary increase. The Executive has no option
to take any current payments or bonus in lieu of the benefits provided by this
Agreement.
3
3. Payments
Upon or After Retirement.
3.1. Payments
Upon Retirement.
If the
Executive shall remain in the continuous employment of the Employer until
Retirement, then the Executive shall be entitled to be paid the Annual Benefit,
with the Applicable Percent equal to 100% for a period of fifteen (15) years,
in
one hundred eighty (180) equal monthly installments, with each installment
to be
paid on the first day of each month, beginning with the month following the
month in which the Executive, except that if Executive is a “specified employee”
as defined in Section 11.14, then the payment provided in this Section 3.1
shall
be deferred as provided in Section 11.14.
3.2. Payments
in the Event of Death After Retirement.
The
Employer agrees that if the Executive Retires, but shall die before receiving
all of the one hundred eighty (180) monthly payments described in Section 3.1
above, the Employer will make the remaining monthly payments, undiminished
and
on the same schedule as if the Executive had not died, to the Executive’s
designated beneficiary. If a valid Beneficiary Designation is not in effect,
then the remaining amounts due to the Executive under the term of this Agreement
shall be paid to the Executive’s Surviving Spouse. If the Executive leaves no
Surviving Spouse, the remaining amounts due to the Executive under the terms
of
this Agreement shall be paid to the duly qualified personal representative,
executor or administrator of the Executive’s estate.
4. Payments
in the Event Death or Disability Occurs Prior to
Retirement.
4.1. Payments
in the Event of Death Prior to Retirement.
In the
event the Executive should die while actively employed by the Employer at any
time after the Effective Date, but prior to Retirement, the Employer agrees
to
pay the Annual Benefit with the Applicable Percentage equal to 100% for a period
of fifteen (15) years in one hundred eighty (180) equal monthly installments,
with each installment to be paid on the first of each month beginning with
the
month following the Executive’s death, to the Executive’s designated
beneficiary. If a valid Beneficiary Designation is not in effect, then the
amounts due to the Executive under the terms of this Agreement shall be paid
to
the Executive’s Surviving Spouse. If the Executive leaves no Surviving Spouse,
the amounts due to the Executive under the terms of this Agreement shall be
paid
to the duly qualified personal representative, executor or administrator of
the
Executive’s estate.
4.2. Payments
in the Event of Disability Prior to Retirement.
In the
event the Executive becomes Disabled while actively employed by the Employer
at
any time after the date of this Agreement but prior to Retirement, the Executive
shall: (i) continue to be treated during such period of Disability as being
gainfully employed by the Employer but shall not add applicable years of service
for the purpose of determining the Annual Benefit; and (ii) subject to any
applicable deferral period as set forth in Section 11.14 herein, be entitled
to
be paid the Annual Benefit, with the Applicable Percentage as set forth in
Schedule A and as determined by the applicable years of service at the time
of
disability, for fifteen (15) years in one hundred eighty (180) equal monthly
installments with each installment to be paid on the first day of each month,
beginning with the month following the earlier of (1) the month in which the
Executive attains fifty-nine (59) years of age; or (2) the date upon which
the
Executive is no longer entitled to receive Disability benefits under the
Executive’s principal Disability insurance policy and does not, at such time,
return to and thereafter fulfill the responsibilities associated with the
employment position held with the Employer prior to becoming Disabled by reason
of such Disability continuing.
4
Notwithstanding
the foregoing, in the event the Executive should die while actively or gainfully
employed by the Employer at any time after the Effective Date and prior to
(i)
Retirement and (ii) the commencement of any payments under this Section 4.2,
the
payments provided in Section 4.1 herein shall be paid in lieu of the payments
provided in this Section 4.2.
5. Payments
in the Event Employment is Terminated Other than by Death,
Disability, Termination for Cause or Retirement.
As
indicated in Section 2 above, the Employer reserves the right to terminate
the
Executive’s employment, with or without cause but subject to any written
employment agreement which may then exist, at any time prior to the Executive’s
Retirement. In the event that the employment of the Executive shall be
terminated for any reason, including voluntary termination by the Executive,
but
other than by reason of (i) Disability (ii) death, (iii) Termination for Cause,
or (iv) Retirement, the Executive or his legal representative shall be entitled
to be paid the Annual Benefit, with the Applicable Percentage as set forth
in
Schedule A and as determined by the applicable years of service at the time
of
termination of employment with the Employer, for a period of fifteen (15) years
in one hundred eighty (180) equal monthly installments, with each installment
to
be paid on the first day of each month, beginning with the month following
the
month in which the Executive attains fifty-nine (59) years of age, except that
if Executive is a “specified employee” as defined in Section 11.14, then the
payment provided in this Section 5 shall be deferred as provided in Section
11.14.
In
addition, in the event the Executive dies after such termination as set forth
in
the first sentence of this Section 5, but prior to age 59 then such benefits
are
to be paid beginning with the month following the Executive’s death to the
Executive’s designated beneficiary. If a valid Beneficiary Designation is not in
effect, then such benefits due the Executive under this paragraph shall be
paid
to the Executive’s Surviving Spouse, and if the Executive leaves no Surviving
Spouse, then such benefits shall be paid to the duly qualified personal
representative, executor or administrator of the Executive’s estate for the
benefit of the Executive’s estate.
In
the
event the Executive is entitled to benefits under the first paragraph of this
Section 5, but dies at or after age 59 and before receiving all of the monthly
payments described in the first paragraph of this Section 5, the Employer will
make the remaining monthly payments, undiminished and on the same schedule
as if
the Executive had not died, to the Executive's designated beneficiary. If the
Executive dies without a valid beneficiary designation, then such benefits
due
the Executive under the this paragraph shall be paid to the Executive’s
Surviving Spouse, and if the Executive leaves no Surviving Spouse, then such
benefits shall be paid to the duly qualified personal representative, executor
or administrator of the Executive’s estate for the benefit of the Executive’s
estate.
Executive
agrees that the payment of benefits pursuant to this Section 5 to the extent
Executive is entitled to such benefits is in lieu of any other benefits under
this Agreement.
5
6. Termination
for Cause.
Notwithstanding
anything to the contrary, in the event the termination of employment of the
Executive is Termination for Cause as defined in Section 1.13, the Executive
shall not be entitled to any benefits pursuant to this agreement.
7. No
Ownership Rights to the Employer’s Assets.
The
Employer reserves the right to determine, in its sole and absolute discretion,
whether, to what extent and by what method, if any, to provide for the payment
of the amounts which may be payable to the Executive, the Executive’s spouse or
the Executive’s beneficiaries under the terms of this Agreement (“Benefits”).
The rights of the Executive or any beneficiary of the Executive under this
Agreement shall be solely those of an unsecured creditor of the
Employer.
In
the
event that the Employer, in its sole and absolute discretion, elects to acquire
an insurance policy, an annuity or any other asset to recoup the costs or any
portion thereof of the Benefits, then such insurance policy, annuity or other
asset shall not be deemed to be held under any trust for the benefit of the
Executive or his beneficiaries or to be security for the performance of the
obligations of the Employer under this Agreement, but shall be, and remain,
a
general unpledged, unrestricted asset of the Employer. The Executive and his
beneficiaries shall have no rights whatsoever with respect to, or any claim
against, any such insurance policy, annuity or other asset. In connection with
the Employer electing to acquire any such insurance policy or annuity, the
Executive agrees to cooperate to facilitate such acquisition, and pursuant
thereto shall execute such documents and undergo such medical examinations
or
tests as the Employer may reasonably request.
8. Claims
Procedure.
The
Employer shall, but only to the extent necessary to comply with ERISA, be
designated as the named fiduciary under this Agreement and shall have authority
to control and manage the operation and administration of this Agreement.
Consistent therewith, the Employer shall make all determinations as to the
rights to benefits under this Agreement. Any decision by the Employer denying
a
claim by the Executive, the Executive’s spouse, or the Executive’s beneficiary
for benefits under this Agreement shall be stated in writing and delivered
or
mailed, via registered or certified mail, to the Executive, the Executive’s
spouse or the Executive’s beneficiary, as the case may be. Such decision shall
set forth the specific reasons for the denial of a claim. In addition, the
Employer shall provide the Executive, the Executive’s spouse or the Executive’s
beneficiary with a reasonable opportunity for a full and fair review of the
decision denying such claim.
9. Status
of an Unsecured General Creditor.
Notwithstanding
anything contained herein to the contrary: (i) neither the Executive, the
Executive’s spouse nor the Executive’s beneficiary shall have any legal or
equitable rights, interests or claims in or to any specific property or assets
of the Employer; (ii) none of the Employer’s assets shall be held in or under
any trust for the benefit of the Executive, the Executive’s spouse or the
Executive’s beneficiary or held in any way as security for the fulfillment of
the obligations of the Employer under this Agreement; (iii) all of the
Employer’s assets shall be and remain the general unpledged and unrestricted
assets of the Employer; (iv) the Employer’s obligation under this Agreement
shall be that of an unfunded and unsecured promise by the Employer to pay money
in the future; and (v) the Executive, the Executive’s spouse and the Executive’s
beneficiary shall be unsecured general creditors with respect to any benefits
which may be payable under the terms of this Agreement.
6
10. Covenant
Not to Interfere.
The
Executive agrees not to take any action which prevents the Employer from
collecting the proceeds of any life insurance policy which the Employer may
happen to own at the time of the Executive’s death and of which the Employer is
the designated beneficiary.
11. Miscellaneous.
11.1. Opportunity
to Consult with Independent Counsel.
The
Executive acknowledges that he has been afforded the opportunity to consult
with
independent counsel of his choosing regarding both the benefits granted to
him
under the terms of this Agreement and the terms and conditions which may affect
the Executive's right to these benefits. 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.
11.2. Arbitration
of Disputes.
All
claims, disputes and other matters in question arising out of or relating to
this Agreement or the breach or interpretation thereof, other than those matters
which are to be determined by the Employer in its sole and absolute discretion,
shall be resolved by binding arbitration before a representative member,
selected by the mutual agreement of the parties, of the Judicial Arbitration
and
Mediation Services, Inc. (“JAMS”), located in location nearest to Fresno,
California. In the event JAMS is unable or unwilling to conduct the arbitration
provided for under the terms of this paragraph, or has discontinued its
business, the parties agree that a representative member, selected by the mutual
agreement of the parties, of the American Arbitration Association (“AAA”),
located in or nearest to Fresno, California, shall conduct the binding
arbitration referred to in this paragraph. Notice of the demand for arbitration
shall be filed in writing with the other party to this Agreement and with JAMS
(or AAA, if necessary). In no event shall the demand for arbitration be made
after the date when institution of legal or equitable proceedings based on
such
claim, dispute or other matter in question would be barred by the applicable
statute of limitations. The arbitration shall be subject to such rules of
procedure used or established by JAMS, or if there are none, the rules of
procedure used or established by AAA. Any award rendered by JAMS or AAA shall
be
final and binding upon the parties, and as applicable, their respective heirs,
beneficiaries, legal representatives, agents, successors and assigns, and may
be
entered in any court having jurisdiction thereof. The obligation of the parties
to arbitrate pursuant to this clause shall be specifically enforceable in
accordance with, and shall be conducted consistently with, the provisions of
Title 9 of Part 3 of the California Code of Civil Procedure. Any arbitration
hereunder shall be conducted in Central California, unless otherwise agreed
to
by the parties.
11.3. Attorneys’
Fees.
In the
event of any arbitration or litigation concerning any controversy, claim or
dispute between the parties hereto, arising out of or relating to this Agreement
or the breach hereof, or the interpretation hereof, the prevailing party shall
be entitled to recover from the losing party reasonable expenses, attorneys’
fees and costs incurred in connection therewith or in the enforcement or
collection of any judgment or award rendered therein. The “prevailing party”
means the party determined by the arbitrator(s) or court, as the case may be,
to
have most nearly prevailed, even if such party did not prevail in all matters,
not necessarily the one in whose favor a judgment is rendered.
7
11.4. Notice.
Any
notice required or permitted of either the Executive or the Employer under
this
Agreement shall be deemed to have been duly given, if by personal delivery,
upon
the date received by the party or its authorized representative; if by
facsimile, upon transmission to a telephone number previously provided by the
party to whom the facsimile is transmitted as reflected in the records of the
party transmitting the facsimile and upon reasonable confirmation of such
transmission; and if by mail, on the third day after mailing via U.S. first
class mail, registered or certified, postage prepaid and return receipt
requested, and addressed to the party at the address given below for the receipt
of notices, or such changed address as may be requested in writing by a
party.
If
to the
Employer:
United
Security Bank
0000
Xxxx
Xxxxxx
Xxxxxx,
Xxxxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxx
Chairman
of the Board
If
to the
Executive:
Xxxxxxx
X. Xxxxxxx
c/o
United Security Bank
0000
Xxxx
Xxxxxx
Xxxxxx,
Xxxxxxxxxx 00000
11.5. Assignment.
Neither
the Executive, the Executive’s spouse, nor any other beneficiary under this
Agreement shall have any power or right to transfer, assign, hypothecate, modify
or otherwise encumber any part or all of the amounts payable hereunder, nor,
prior to payment in accordance with the terms of this Agreement, shall any
portion of such amounts be: (i) subject to seizure by any creditor of any such
beneficiary, by a proceeding at law or in equity, for the payment of any debts,
judgments, alimony or separate maintenance obligations which may be owed by
the
Executive, the Executive’s spouse, or any designated beneficiary; or (ii)
transferable by operation of law in the event of bankruptcy, insolvency or
otherwise. Any such attempted assignment or transfer shall be void and shall
terminate this Agreement, and the Employer shall thereupon have no further
liability hereunder.
11.6. Binding
Effect/Merger or Reorganization.
This
Agreement shall be binding upon and inure to the benefit of the Executive and
the Employer and, as applicable, their respective heirs, beneficiaries, legal
representatives, agents, successors and assigns. Accordingly, the Employer
shall
not merge or consolidate into or with another corporation, or reorganize or
sell
substantially all of its assets to another corporation, firm or person, unless
and until such succeeding or continuing corporation, firm or person agrees
to
assume and discharge the obligations of the Employer under this Agreement.
Upon
the occurrence of such event, the term “Employer” as used in this Agreement
shall be deemed to refer to such surviving or successor firm, person, entity
or
corporation.
8
11.7. Nonwaiver.
The
failure of either party to enforce at any time or for any period of time any
one
or more of the terms or conditions of this Agreement shall not be a waiver
of
such term(s) or condition(s) or of that party's right thereafter to enforce
each
and every term and condition of this Agreement.
11.8. 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.
11.9. Entire
Agreement.
This
Agreement supersedes any and all other agreements, either oral or in writing,
between the parties with respect to the subject matter of this Agreement and
contains all of the covenants and agreements between the parties with respect
thereto. Each party to this Agreement acknowledges that no other
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are
not
set forth herein, and that no other agreement, statement or promise not
contained in this Agreement shall be valid or binding on either
party.
11.10. Modifications.
Any
modification of this Agreement shall be effective only if it is in writing
and
signed by each party or such party’s authorized representative.
11.11. Section
Headings.
The
section headings used in this Agreement are included solely for the convenience
of the parties and shall not affect or be used in connection with the
interpretation of this Agreement.
11.12. No
Strict Construction.
The
language used in this Agreement shall be deemed to be the language chosen by
the
parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any person.
11.13. Governing
Law.
The
laws of the State of California, other than those laws denominated choice of
law
rules, and, where applicable, the rules and regulations of the Federal Deposit
Insurance Corporation or any other regulatory agency or governmental authority
having jurisdiction over the Employer, shall govern the validity,
interpretation, construction and effect of this Agreement.
11.14. Delayed
Payments for Specified Employees.
Notwithstanding anything to the contrary, in the event that §409A of the Code
applies to any compensation with respect to a separation from service or
Separation of Service, payment of that compensation shall be delayed if
Executive is a “specified employee,” as defined in § 409A(a)(2)(B)(i) of
the Code, and such delayed payment is required by §409A of the Code. Such delay
shall last six months from the date of Separation of Service. On the day
following the end of the six-month period, the Employer shall make a catch-up
payment to Executive equal to the total amount of such payments that would
have
been made during the six-month period but for this Section 11.14.
11.15. Compliance
with Section 409A.
This
Agreement shall at all times be administered in compliance with the requirements
of §409A of the Code and any and all regulations thereunder, including such
regulations as may be promulgated after the effective date of this
Agreement.
9
11.16 Unfunded
Agreement for ERISA Purposes.
This
Agreement shall be unfunded for tax purposes and for purposes of Title I of
the
Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time
to time.
IN
WITNESS WHEREOF, the Employer and the Executive have executed this Agreement
on
the date first above-written in the City of Fresno, Fresno County,
California.
|
UNITED
SECURITY BANK
“Employer”
|
“Executive” | ||
| /s/ Xxxxxx X. Xxxxx | /s/ Xxxxxxx X. Xxxxxxx | ||
|
Xxxxxx
X. Xxxxx
Chairman
of the Board
|
Xxxxxxx X. Xxxxxxx |
10
|
SCHEDULE
A
|
||
|
Number
Of Complete
|
|
Applicable
|
|
Years
Of Service
|
|
Percentage
|
|
|
|
|
|
1
|
8
1/3%
|
|
|
2
|
16
2/3%
|
|
|
3
|
25%
|
|
|
4
|
33
1/3%
|
|
|
5
|
41
2/3%
|
|
|
6
|
50%
|
|
|
7
|
58
1/3%
|
|
|
8
|
66
2/3%
|
|
|
9
|
75%
|
|
|
10
|
83
1/3%
|
|
|
11
|
91
2/3%
|
|
|
12
or more
|
100%
|
11
SCHEDULE
B
BENEFICIARY
DESIGNATION
TO: The
Administrator of United Security Bank,
Amended
and Restated Executive Salary Continuation Agreement
Pursuant
to the provisions of my Amended and Restated Executive Salary Continuation
Agreement (“Agreement”) with United Security Bank, permitting the designation of
a beneficiary or beneficiaries by a participant, I hereby designate the
following persons and entities as primary and secondary beneficiaries of any
benefit under said Agreement payable by reason of my death:
NOTE: To
name a
trust as beneficiary, please provide the name of the trustee and the exact
date
of the trust agreement. In the event the primary beneficiary is not the spouse
of the Executive, the spouse of the Executive will need to sign the Spousal
Consent to this designation and such signature must be notarized.
Primary
Beneficiary:
|
Xxxxx
X. Xxxxxxx
|
0000
X. Xxxxxxxxx Xxx, Xxxxxx XX 00000
|
Wife
|
|||
|
Name
|
|
Address
|
|
Relationship
|
|
|
Secondary
(Contingent) Beneficiary:
|
|||||
|
Name
|
Address
|
Relationship
|
|||
|
Name
|
Address
|
Relationship
|
|||
THE
RIGHT
TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED. ANY PRIOR
DESIGNATION OF PRIMARY BENEFICIARIES AND SECONDARY BENEFICIARIES IS HEREBY
REVOKED.
The
Administrator shall pay all sums payable under the Agreement by reason of my
death to the Primary Beneficiary, if he or she survives me, and if no Primary
Beneficiary shall survive me, then to the Secondary Beneficiary, and if no
named
beneficiary survives me, then the Administrator shall pay all amounts in
accordance with the terms of the Agreement. In the event that a named
beneficiary survives me and dies prior to receiving the entire benefit payable
under said Agreement then and in that event, the remaining unpaid benefit
payable according to the terms of the Agreement shall be payable to the personal
representatives of the estate of said beneficiary who survived me but died
prior
to receiving the total benefit provided by the Agreement.
|
XXXXXXX
X. XXXXXXX
“Executive”
|
|||
| Dated: _________________ | |||
|
|
12
CONSENT
OF THE EXECUTIVE'S SPOUSE
[required
if the primary beneficiary is not the Executive’s
spouse]
TO
THE
ABOVE BENEFICIARY DESIGNATION:
I,
_____________, being the spouse of Xxxxxxx X. Xxxxxxx, after being afforded
the
opportunity to consult with independent counsel of my choosing, do hereby
acknowledge that I have read, agree and consent to the foregoing Beneficiary
Designation which relates to the Amended and Restated Executive Salary
Continuation Agreement entered into by my spouse on ______________, 2007. I
understand that the above Beneficiary Designation adversely affects my community
property interest in the benefits provided for under the terms of the Amended
and Restated Executive Salary Continuation Agreement. I understand that I have
been advised to consult with an attorney of my choice prior to executing this
consent, so that such attorney can explain the effects of this
consent.
Dated:
_____________, 2007 ____________________________________
______________,
Spouse
[notarization
of the spousal consent is required if the primary beneficiary is not the spouse
of the Executive]
13
