Exhibit 10.1 Deferred Compensation Master Plan Agreement dated as of
April 1, 2004.
HEARTLAND COMMUNITY BANK
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is adopted this
first day of April, 2004, by and between HEARTLAND COMMUNITY BANK, a
state-chartered commercial bank located in Franklin, Indiana (the "Company")
and ___________________ (the "Executive").
PURPOSE
This Salary Continuation Agreement replaces the Deferred Compensation
Agreement entered into on July 1, 2001.
The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Company. 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. The Company
will pay the benefits from its general assets.
The Company and the Executive agree as provided herein.
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Accrual Balance" means the liability accrued by the Company, under
Generally Accepted Accounting Principles ("GAAP"), for the Company's
obligation to the Executive under this Agreement, by applying
Accounting Practices Board opinion 12 ("APB12") as amended by Financial
Accounting Standard statement 106 ("FAS106") and the Discount Rate.
The Accrual Balance shall be reported by the Plan Administrator to the
Executive on an annual basis.
1.2 "Beneficiary" means each designated person, or the estate of the
deceased Executive, entitled to benefits, if any, upon the death of the
Executive determined pursuant to Article 4.
1.3 "Beneficiary Designation Form" means the form established from time to
time by the Plan Administrator that the Executive completes, signs and
returns to the Plan Administrator to designate one or more
Beneficiaries.
1.4 "Change of Control" shall result if, and shall be deemed to have
occurred on the date of, a transaction pursuant to which either the
Company, or in the event any corporation shall own a majority of the
Company's voting securities, then with respect to such corporation
(which corporation for purposes of this paragraph shall be deemed to be
the Company and whose Board shall be deemed to be the Board of the
Company):
(a) Any person or group (as such terms are used in connection with Sections
13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13(d)(3) and
13(d)(5) under the Exchange Act), directly or indirectly,
of securities of the Company representing 35% or more of
the combined voting power of the Company's then
outstanding securities;
(b) A merger, consolidation, sale of assets, reorganization, or proxy
contest is consummated and, as a consequence of which,
members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the
Board thereafter;
(c) During any period of 24 consecutive months, individuals who at the
beginning of such period constitute the Board (including
for this purpose any new director whose election or
nomination for election by the Company's stockholders was
approved by a vote of at least one-half of the directors
then still in office who were directors at the beginning of
such period) cease for any reason to constitute at least a
majority of the Board; or
(d) A merger, consolidation or reorganization is consummated with any other
corporation pursuant to which the shareholders of the
Company immediately prior to the merger, consolidation or
reorganization do not immediately thereafter directly or
indirectly own more than fifty percent (50%) of the
combined voting power of the voting securities entitled to
vote in the election of directors of the merged,
consolidated or reorganized entity.
Notwithstanding the foregoing, no trust department or designated
fiduciary or other trustee of such trust department of the Company or a
subsidiary of the Company, or other similar fiduciary capacity of the
Company with direct voting control of the stock shall be treated as a
person or group within the meaning of Change in Control as defined
herein. Further, no profit-sharing, employee stock ownership, employee
stock purchase and savings, employee pension, or other employee benefit
plan of the Company or any of its subsidiaries, and no trustee of any
such plan in its capacity as such trustee, shall be treated as a person
or group within the meaning of Change in Control as defined herein.
1.5 "Change of Control Benefit" means the benefit described in Section 2.4.
1.6 "Code" means the Internal Revenue Code of 1986, as amended.
1.7 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the insurance carrier of any
individual or group disability insurance policy covering the Executive,
or by the Social Security Administration, to be a disability rendering
the Executive totally and permanently disabled. The Executive must
submit proof to the Plan Administrator of the insurance carrier's or
Social Security Administration's determination upon the request of the
Plan Administrator.
1.8 "Disability Benefit" means the benefit described in Section 2.3.
1.9 "Discount Rate" means the rate used by the Plan Administrator for
determining the Accrual Balance. The initial Discount Rate is six
percent (6.0%). However, the Plan Administrator, in its sole
discretion, may adjust the Discount Rate to maintain the rate within
reasonable standards according to GAAP.
1.10 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination
for Cause or within twelve (12) months following a Change of Control.
1.11 "Early Termination Benefit" means the benefit described in Section 2.2.
1.12 "Early Termination Date" means the month, day and year in which Early
Termination occurs.
1.13 "Effective Date" means July 1, 2001.
1.14 "Normal Retirement Age" means the Executive's sixty-fifth (65th)
birthday.
1.15 "Normal Retirement Benefit" means the benefit described in Section 2.1.
1.16 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.
1.17 "Plan Administrator" means the plan administrator described in Article
8.
1.18 "Plan Year" means the calendar year.
1.19 "Schedule A" means the benefit description form attached to this
Agreement, which is updated by the Plan Administrator on an annual
basis. If there is a conflict in any terms or provisions between the
Schedule A and this Agreement, the terms and provisions of this
Agreement shall prevail.
1.20 "Termination for Cause" has that meaning set forth in Article 5.
1.21 "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason, voluntary or involuntary, other
than by reason of a leave of absence approved by the Company.
1.22 "Vested Accrual Balance" means the Accrual Balance subject to the
following vesting schedule:
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Vesting
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Up to the day before the 2nd 20%
Anniversary
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Up to the day before the 4th 40%
Anniversary
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Up to the day before the 6th 60%
Anniversary
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Up to the day before the 8th 80%
Anniversary
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From the 8th Anniversary on 100%
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The vesting shall be based upon the period of time the Participant has
been employed with the Company, measured as of the anniversary date of the
Participant's commencement of employment with the Company.
This vesting schedule shall not apply in the event the Participant's
employment is Terminated for Cause, as stated in Article 5.
Article 2
Benefits During Lifetime
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal Retirement Age for reasons other than death, the Company
shall pay to the Executive the benefit described in this Section 2.1 in
lieu of any other benefit under this Article.
2.1.1 Amount of Benefit. The annual Normal Retirement Benefit under
this Section 2.1 is 30% of the Final Salary, as defined as the
base annual salary for the preceding 12 month period.
2.1.2 Payment of Benefit. The Company shall pay the annual Normal
Retirement Benefit to the Executive in twelve (12) equal monthly
installments commencing on the first day of the month following
the Executive's Normal Retirement Date. The annual benefit shall
be paid to the Executive for the Executive's lifetime with a
minimum guaranteed number of monthly installments of two-hundred
forty (240).
2.2 Early Termination Benefit. Upon Early Termination, the Company shall
pay to the Executive the benefit described in this Section 2.2 in lieu
of any other benefit under this Article.
2.2.1 Amount of Benefit. The Early Termination Benefit under this
Section 2.2 is the Vested Accrual Balance as of the end of the
month prior to the Early Termination Date.
2.2.2 Payment of Benefit. The Company shall pay the Early Termination
Benefit to the Executive in twelve (12) equal monthly
installments commencing on the first day of the month following
the Executive's Termination of Employment. The annual benefit
shall be paid to the Executive for the Executive's lifetime with
a minimum guaranteed number of monthly installments of two
hundred forty (240).
2.3 Disability Benefit. Upon Termination of Employment due to Disability
prior to Normal Retirement Age, the Company shall pay to the Executive
the benefit described in this Section 2.3 in lieu of any other benefit
under this Article.
2.3.1 Amount of Benefit. The Disability Benefit under this Section 2.3
is one hundred percent (100%) of the Accrual Balance as of the
end of the month prior to Termination of Employment due to
Disability.
2.3.2 Payment of Benefit. The Company shall pay the Disability Benefit
to the Executive in a two hundred forty (240) consecutive equal
installments commencing with the earlier of (i) Normal Retirement
Age or (ii) the cessation of payments to the Executive under a
Company-sponsored long term disability plan. Interest equal to
the Discount Rate, compounded monthly, shall be credited on the
Accrual Balance until the commencement of payments.
2.4 Change of Control Benefit. Upon a Change of Control, followed within
twelve (12) months by the Executive's Termination of Employment for
reasons other than death, Disability or retirement, the Company shall
pay to the Executive the benefit described in this Section 2.4 in lieu
of any other benefit under this Article.
2.4.1 Amount of Benefit. The Change of Control Benefit under this Section
2.4 is the vested Accrual Balance as of the end of the month
prior to the Termination of Employment.
2.4.2 Payment of Benefit. The Company shall pay the Change of Control
Benefit determined under Section 2.4.1 to the Executive in equal
monthly installments commencing with the first day of the month
following Termination of Employment, and continuing for the
shortest time frame permissible that would not cause such
payments to exceed the limits of Section 280G of the Code.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, no benefit will be paid under this agreement.
3.2 Death During Payment of a Benefit. If the Executive dies after any
benefit payments have commenced under Article 2 of this Agreement but
before receiving all such payments, the Company shall pay the remaining
benefits to the Beneficiary at the same time and in the same amounts
they would have been paid to the Executive had the Executive survived.
3.3 Death After Termination of Employment But Before Payment of a Benefit
Commences. If the Executive is entitled to any benefit payments under
Article 2 of this Agreement, but dies prior to the commencement of said
benefit payments, the Company shall pay the same benefit payments to
the Beneficiary that the Executive was entitled to prior to death
except that the benefit payments shall commence on the first day of the
month following the date of the Executive's death.
Article 4
Beneficiaries
4.1 Beneficiary Designation. The Executive shall have the right, at any
time, to designate a Beneficiary(ies) to receive any benefits payable
under this Agreement upon the death of the Executive. The Beneficiary
designated under this Agreement may be the same as or different from
the beneficiary designation under any other benefit plan of the Company
in which the Executive participates.
4.2 Beneficiary Designation: Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Plan Administrator or its designated agent.
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. The Executive shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator's
rules and procedures, as in effect from time to time. Upon the
acceptance by the Plan Administrator of a new Beneficiary Designation
Form, all Beneficiary designations previously filed shall be
cancelled. The Plan Administrator shall be entitled to rely on the
last Beneficiary Designation Form filed by the Executive and accepted
by the Plan Administrator prior to the Executive's death.
4.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Plan Administrator or its designated
agent.
4.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease
the Executive, then the Executive's spouse shall be the designated
Beneficiary. If the Executive has no surviving spouse, the benefits
shall be made to the personal representative of the Executive's estate.
4.5 Facility of Payment. 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 payment 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 payment of a benefit shall be a
payment for the account of the Executive and the Executive's
Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Agreement for such payment amount.
Article 5
General Limitations
5.1 Termination for Cause. Notwithstanding any provision of this Agreement
to the contrary, the Company shall not pay any benefit under this
Agreement if the Company's Board of Directors terminates the
Executive's employment for:
(a) Gross negligence or gross neglect of duties to the Company;
(b) Commission of a felony or of a gross misdemeanor involving moral
turpitude;
(c) Fraud or willful violation of any law or significant Company policy
committed in connection with the Executive's employment and
resulting in a material adverse effect on the Company; or
(d) Issuance of an order for removal of the Executive by the Company's
banking regulators.
5.2 Suicide or Misstatement. The Company shall not pay any benefit under
this Agreement if the Executive commits suicide within two years after
the Effective Date. In addition, the Company shall not pay any benefit
under this Agreement if the Executive has made any material
misstatement of fact on any application for life insurance owned by the
Company on the Executive's life.
5.3 Commutation. Notwithstanding any provision of this Agreement to the
contrary, the Executive or Beneficiary may petition the Plan
Administrator in writing for an alternate form of payment of any
benefits under this Agreement. The Plan Administrator, in its sole and
absolute discretion, may grant such request.
5.4 Competition After Termination of Employment. The Company shall not pay
any benefit under this Agreement if the Executive, without the prior
written consent of the Company, engages in, becomes interested in,
directly or indirectly, as a sole proprietor, as a partner, or as a
substantial shareholder in a corporation, or becomes associated with,
in the capacity of employee, director, officer, principal, agent,
trustee or in any other capacity whatsoever, any enterprise conducted
within a 50-mile radius of any business office of the Company, which
enterprise is, or may deemed to be, competitive with any business
carried on by the Company as of the date of termination of the
Executive's employment or retirement. This restrictive covenant
includes but is not limited to the Executive's solicitation of any
client of the Company as of the date of termination of the Executive's
employment. This section shall not apply following a Change of Control.
Article 6
Claims and Review Procedures
6.1 Claims Procedure. An Executive or Beneficiary ("claimant") who has not
received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the
benefits.
6.1.2 Timing of Plan Administrator Response. The Plan Administrator
shall respond to such claimant within 90 days after receiving the
claim. If the Plan Administrator determines that special
circumstances require additional time for processing the claim,
the Plan Administrator can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to
the end of the initial 90-day period, that an additional period
is required. The notice of extension must set forth the special
circumstances and the date by which the Plan Administrator
expects to render its decision.
6.1.3 Notice of Decision. If the Plan Administrator denies part or all
of the claim, the Plan Administrator shall notify the claimant in
writing of such denial. The Plan Administrator shall write the
notification in a manner calculated to be understood by the
claimant. The notification shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on
which the denial is based;
(c) A description of any additional information or material
necessary for the claimant to perfect the claim and an
explanation of why it is needed;
(d) An explanation of the Agreement's review procedures and the
time limits applicable to such procedures; and
(e) For Disability claims only, a statement of the claimant's
right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.
6.2 Review Procedure. If the Plan Administrator denies part or all of the
claim, the claimant shall have the opportunity for a full and fair
review by the Plan Administrator of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Plan Administrator's
notice of denial, must file with the Plan Administrator a written
request for review.
6.2.2 Additional Submissions - Information Access. The claimant shall
then have the opportunity to submit written comments, documents,
records and other information relating to the claim. The Plan
Administrator shall also provide the claimant, upon request and
free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in
applicable ERISA regulations) to the claimant's claim for
benefits.
6.2.3 Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and
information the claimant submits relating to the claim, without
regard to whether such information was submitted or considered in
the initial benefit determination.
6.2.4 Timing of Plan Administrator Response. The Plan Administrator
shall respond in writing to such claimant within 60 days after
receiving the request for review. If the Plan Administrator
determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the
claimant in writing, prior to the end of the initial 60-day
period, that an additional period is required. The notice of
extension must set forth the special circumstances and the date
by which the Plan Administrator expects to render its decision.
6.2.5 Notice of Decision. The Plan Administrator shall notify the
claimant in writing of its decision on review. The Plan
Administrator shall write the notification in a manner calculated
to be understood by the claimant. The notification shall set
forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on
which the denial is based;
(c) A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined
in applicable ERISA regulations) to the claimant's claim for
benefits; and
(d) For Disability claims only, a statement of the claimant's
right to bring a civil action under ERISA Section 502(a).
6.3 Dispute Resolution. Any claims other than Disability claims arising
out of or relating to this Agreement shall be settled by binding
arbitration in Franklin, Indiana in accordance with the then prevailing
rules and regulations of the American Arbitration Association by a
single arbitrator. Any party may initiate arbitration by giving the
other party written notice of the commencement of arbitration. The
arbitration procedure shall be governed by the United States
Arbitration Act, 9 U.S.C. SS 1-16, and the award rendered by the
arbitrator shall be final and binding on the parties and may be entered
in any court having jurisdiction. Each party shall have discovery
rights as provided by the Federal Rules of Civil Procedure; provided,
however, that all such discovery shall be commenced and concluded
within ninety (90) days of the initiation of arbitration. It is the
intent of the parties that any arbitration shall be concluded as
quickly as reasonably practicable. Unless the parties otherwise agree,
once commenced, the hearing on the disputed matters shall be held four
days a week until concluded, with each hearing date to begin at 9:00
a.m. and to conclude at 5:00 p.m. The arbitrator shall use all
reasonable efforts to issue the final award or awards within a period
of five (5) business days after closure of the proceedings. Failure of
the arbitrator to meet the time limits of this Section 11 shall not be
a basis for challenging the award. The parties waive any claim to any
damages in the nature of punitive, exemplary or statutory damages in
excess of compensatory damages, or any form of damages in excess of
compensatory damages, and the arbitrator is specifically divested of
any power to award damages in the nature of punitive, exemplary or
statutory damages in excess of compensatory damages, or any form of
damages in excess of compensatory damages. Each party shall bear its
own costs in connection with the arbitration and shall share equally
the fees and expenses of the arbitrator. Each party agrees that any
legal proceeding instituted to enforce an arbitration award hereunder
will be brought in a court of competent jurisdiction (either state or
federal) in Indiana and hereby submits to personal jurisdiction of such
courts and irrevocably waives any objection as to venue in such courts,
and further agrees not to plead or claim in any such court that any
such proceeding has been brought in an inconvenient forum
Article 7
Amendments and Termination
7.1 Generally. This Agreement may be amended or terminated only by a
written agreement signed by the Company and the Executive.
7.2 Exceptions. Notwithstanding Section 7.1, the Company's Board of
Directors may terminate the Agreement at any time if either:
7.2.1 The Company's Board of Directors determines that the Executive is no
longer a member of a select group of management or highly
compensated employees, as that phrase applies to ERISA, for
reasons other than death, Disability or retirement; or
7.2.2 Pursuant to legislative, judicial or regulatory action, continuation of
the Agreement would (i) cause benefits to be taxable to the
Executive prior to actual receipt; (ii) result in significant
financial penalties or other significantly detrimental
ramifications to the Company (other than the financial impact of
paying the benefits); or (iii) violate any law or regulation.
7.3 In the event of any termination under Section 7.2, the Executive shall
be one hundred percent (100%) vested in the Accrual Balance. The
Accrual Balance shall be paid to the Executive in seventy-two (72)
consecutive equal installments commencing with the first day of the
month following such termination.
Article 8
Administration of Agreement
8.1 Plan Administrator Duties. This Agreement shall be administered by a
Plan Administrator which shall consist of the Board, or such committee
or person(s) as the Board shall appoint. The Executive may be a member
of the Plan Administrator. The Plan Administrator shall also have the
discretion and authority to (i) make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this
Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the
Agreement.
8.2 Agents. In the administration of this Agreement, the Plan
Administrator may employ agents and delegate to them such
administrative duties as it sees fit, (including acting through a duly
appointed representative), and may from time to time consult with
counsel who may be counsel to the Company.
8.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Agreement and the rules and regulations promulgated hereunder shall
be final and conclusive and binding upon all persons having any
interest in the Agreement.
8.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any
action or failure to act with respect to this Agreement, except in the
case of willful misconduct by the Plan Administrator or any of its
members.
8.5 Company Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the
Plan Administrator on all matters relating to the date and
circumstances of the retirement, Disability, death, or Termination of
Employment of the Executive, and such other pertinent information as
the Plan Administrator may reasonably require.
8.6 Annual Statement. The Plan Administrator shall provide to the
Executive, within one hundred twenty (120) days after the end of each
Plan Year, a statement setting forth the benefits payable under this
Agreement.
Article 9
Miscellaneous
9.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
9.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right
to discharge the Executive. It also does not require the Executive to
remain an employee nor interfere with the Executive's right to
terminate employment at any time.
9.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
9.4 Tax Withholding. The Company shall withhold any taxes that, in its
reasonable judgment, are required to be withheld from the benefits
provided under this Agreement. The Executive acknowledges that the
Company's sole liability regarding taxes is to forward any amounts
withheld to the appropriate taxing authority(ies).
9.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Indiana, except to the extent
preempted by the laws of the United States of America.
9.6 Unfunded Arrangement. The Executive and Beneficiary are general
unsecured creditors of the Company for the payment of benefits under
this Agreement. The benefits represent the mere promise by the Company
to pay such benefits. The rights to benefits are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors. Any insurance on
the Executive's life is a general asset of the Company to which the
Executive and Beneficiary have no preferred or secured claim.
9.7 Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its
assets to another company, firm, or person unless such succeeding or
continuing company, firm, or person agrees to assume and discharge the
obligations of the Company under this Agreement. Upon the occurrence
of such event, the term "Company" as used in this Agreement shall be
deemed to refer to the successor or survivor company.
9.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof.
No rights are granted to the Executive by virtue of this Agreement
other than those specifically set forth herein.
9.9 Interpretation. Wherever the fulfillment of the intent and purpose of
this Agreement requires, and the context will permit, the use of the
masculine gender includes the feminine and use of the singular includes
the plural.
9.10 Alternative Action. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Agreement, the Company or Plan Administrator may in its discretion
perform such alternative act as most nearly carries out the intent and
purpose of this Agreement and is in the best interests of the Company.
9.11 Headings. Article and section headings are for convenient reference
only and shall not control or affect the meaning or construction of any
of its provisions.
9.12 Validity. In case any provision of this Agreement shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Agreement shall be construed and
enforced as if such illegal and invalid provision has never been
inserted herein.
9.13 Notice. Any notice or filing required or permitted to be given to the
Company or Plan Administrator under this Agreement shall be sufficient
if in writing and hand-delivered, or sent by registered or certified
mail, to the address below:
Heartland Community Bank
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000 Xxxxx Xxxxxx Xxxxxx
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Xxxxxxxx, Xxxxxxx 00000
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Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to the Executive
under this Agreement shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Executive.
IN WITNESS WHEREOF, the Executive and a duly authorized representative
of the Company have signed this Agreement.
COMPANY: EXECUTIVE:
Heartland Community Bank
By _________________________________
Title _______________________________ Name__________________________________
I designate the following as beneficiary of benefits under the Agreement
payable following my death:
Primary: _________________________________________________________________
_____________________________________________________________________________
Contingent: _________________________________________________________________
_____________________________________________________________________________
Note: To name a trust as beneficiary, please provide the name of the
trustee(s) and the exact name and date of the trust agreement.
I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator. I further understand that
the designations will be automatically revoked if the beneficiary predeceases
me, or, if I have named my spouse as beneficiary and our marriage is
subsequently dissolved.
Name: ______________________________
Signature: _______________________________ Date: _______
Received by the Plan Administrator this ________ day of ___________________,
200_.
By: _________________________________
Title: _________________________________
