EXHIBIT 10(I)
AGREEMENT
THIS AGREEMENT, executed as of the first day of July, 1991, between
BANKNORTH GROUP, INC., a bank holding company organized under the laws of
the State of Delaware (hereinafter called the "Corporation") and XXXXXXX X.
XXXXXXXX (hereinafter called the "Employee");
WHEREAS, the Employee is the Vice Chairman and Chief Operating Officer
of the Corporation; and
WHEREAS, the parties hereto, recognizing that the Employee cannot
achieve the full retirement benefit of the Corporation's pension plan
through his services to the Corporation under the Employment Agreement dated
as of February 24, 1987, among the Employee, Xxxxxx Bancorp (predecessor in
interest to the Corporation) and The Xxxxxx Bank, N.A., as amended by
Amendment dated October 9, 1990 among Employee, Corporation and the Xxxxxx
Bank, N.A. (hereinafter collectively called the "Employment Agreement"),
agreed prior to the Employee's employment that the Employee would receive
the benefits described in this Agreement; and
WHEREAS, the Corporation deems it to be in the Corporation's best
interest to attempt to retain the Employee's services as Vice Chairman and
Chief Operating Officer of the Corporation at least until he reaches his
normal retirement date on December 1, 2001 (hereinafter sometimes the
"normal retirement date");
NOW, THEREFORE, in consideration of the service performed in the past
and to be rendered in the future by the Employee, the parties hereto agree
as follows:
1. Prior Agreement. This Agreement is intended to supersede and
replace in all respects an agreement dated as of November 1, 1987 ("Prior
Agreement") between Xxxxxx Bancorp (predecessor in interest to the
Corporation) and Employee. The Prior Agreement is hereby terminated by
Employee and Corporation, who declare the Prior Agreement void and of no
further effect.
2. Employment. The Employee agrees that benefits will accrue
hereunder only as long as he continues to serve as Vice Chairman and Chief
Operating Officer of the Corporation. Notwithstanding the Employee's
continued service with the Corporation as consideration for the
Corporation's promises herein, this Agreement shall not be construed as a
contract of employment and nothing contained in this Agreement shall be
construed as a right of the Employee to be continued in the employment of
the Corporation or as a limitation on the right of the Corporation to
discharge the Employee.
3. Compensation After Retirement. The Employee may retire from the
active service of the Corporation on December 1, 2001, or upon such earlier
or later date as may be mutually agreed upon by the Employee and the
Corporation. Commencing on the first business day of the month following
the Employee's normal retirement date, or an earlier or later retirement
date if so agreed by the parties, the Corporation shall pay to the Employee
in each year of the Employee's life after retirement the Annual Deferred
Compensation Benefit determined as of the date of retirement in equal
monthly installments. Such payments to the Employee shall terminate as of
the date of the Employee's death. (For example, if the Employee retires on
his normal retirement date with a full accrued Annual Deferred Compensation
Benefit he shall be paid the sum of $6,625 per month until the date of his
death.)
4. Pre-retirement Death Benefit. If the Employee dies while still in
the active service of the Corporation, the Corporation shall pay to the
Employee's spouse, beginning on the first business day of the month
following the month in which the Employee died, a deferred compensation
benefit which shall be equal to fifty percent (50%) of the Annual Deferred
Compensation Benefit which has accrued as of the date of the Employee's
death. Such deferred compensation benefit payments shall be paid to the
Employee's spouse in equal monthly installments and shall terminate as of
the date of death of the Employee's spouse. If on the date of his death the
Employee is in the active service of the Corporation and is not married,
then no deferred compensation benefit shall be payable hereunder. (For
example, if the Employee were to die on December 14, 1991, then the
Employee's spouse, if he were then married, would be entitled to receive a
monthly payment of $1,104.17 [($21,200 + $5,300 annual accrual x 1 year) x
50% divided by 12 months] until the date of her death.)
5. Disability Benefit.
(a) If the Employee, due to a permanent physical or mental disability,
is unable to continue to serve in his capacity as Vice Chairman and Chief
Operating Officer, the Corporation shall pay to the Employee annually until
the date of his death the greater of (i) the Annual Deferred Compensation
Benefit which the Employee has accrued as of the date of disability, or (ii)
fifty percent (50%) of the total Annual Deferred Compensation Benefit which
the Employee would have accrued had he remained in the active service of the
Corporation until December 1, 2001. Such deferred compensation benefit
payments shall commence as of the first business day of the month following
the date of disability and shall be paid in equal monthly installments.
(b) If the Employee dies while so disabled and while receiving
benefits hereunder, the Corporation shall pay to the Employee's spouse, if
then living, beginning on the first day of the month following the month in
which the Employee died, a deferred compensation benefit which shall be
equal to fifty percent (50%) of the Annual Deferred Compensation Benefit
which would have been paid to the Employee because of such disability had he
survived. Such deferred compensation benefit payments shall be paid to the
Employee's spouse in equal monthly installments in the same manner as the
payments were made to the Employee. Such payment to the Employee's spouse
shall terminate as of the date of death of the Employee's spouse. If the
Employee is not married as of the date of his death, no deferred
compensation benefit shall be payable hereunder.
(c) The Board of Directors of the Corporation shall determine whether
a permanent disability for this purpose exists and the date of such
permanent disability, and such determinations shall be binding upon the
Employee and the Corporation.
6. Termination of Employment.
(a) If the Employee voluntarily terminates his employment with the
Corporation prior to December 1, 2001, or if the Corporation discharges the
Employee without his consent (whether with or without cause) prior to
December 1, 2001, the Corporation shall pay to the Employee the Annual
Deferred Compensation Benefit which the Employee has accrued as of the date
of termination of employment. Such deferred compensation benefit payments
shall commence upon the first business day of the month following December
1, 2001 (on which date the Employee shall be deemed to have retired). Such
payments to the Employee shall be made in accordance with the provisions of
Paragraph 3 hereof.
(b) If following termination of employment the Employee dies prior to
December 1, 2001, the Employee's spouse shall be entitled to receive a
deferred compensation benefit which shall equal fifty percent (50%) of the
Annual Deferred Compensation Benefit which would have been paid to the
Employee following his normal retirement date. Such deferred compensation
benefit payments shall not commence until the first business day of the
month following December 1, 2001, if the Employee's spouse is then living,
and shall be paid in equal monthly installments. Such payments to the
Employee's spouse shall terminate as of the date of her death. If following
termination of employment the Employee dies subsequent to receipt of any
payments hereunder, or if the Employee is not married as of the date of his
death, no deferred compensation benefit shall be payable hereunder after the
Employee's death.
(c) If the Employee shall become disabled after his employment with
the Corporation has terminated, he shall not be entitled to any payment of
deferred compensation benefits hereunder until his deemed retirement as
described in Paragraph 6(a) above.
7. Annual Deferred Compensation Benefit. The Annual Deferred
Compensation Benefit shall be determined as follows:
(a) As of December 1, 1990, the Annual Deferred Compensation Benefit
is hereby defined to be $21,200.
(b) On December 1 of each year from and including December 1, 1991
through and including December 1, 2001, the Annual Deferred Compensation
Benefit shall be increased by $5,300, if during the entire preceding year
the Employee was in the active service of the Corporation. If the Employee
retires, dies, is disabled or his service with the Corporation is terminated
before December 1, 2001 in circumstances under which the Employee or his
spouse is entitled to benefits hereunder, the Annual Deferred Compensation
Benefit shall be increased by $442 for each full calendar month that the
Employee was in the active service of the Corporation in any final partial
year of service.
(c) Therefore, the maximum possible Annual Deferred Compensation
Benefit is $79,500 per year.
8. Change-in-Control.
(a) In the event of a "Change-in-Control" (as defined in Paragraph 2.6
of the Employment Agreement) of the Corporation, subsequent to which the
Employee's employment is terminated, then at the time of the last payment of
compensation to the Employee under the Employment Agreement or any successor
agreement there shall also be paid to the Employee hereunder a lump sum
payment which shall be actuarially equivalent to the payments he would be
entitled to receive upon his normal retirement date if then living, provided
that such Annual Deferred Compensation Benefit shall accrue pursuant to
Paragraph 7 hereof only until the date of such last payment of compensation
under the Employment Agreement.
(b) The term "actuarially equivalent" as used in this Agreement shall
mean actuarially equivalent based upon the 1983 Group Annuity Mortality
Table and based on eight percent (8%) interest.
9. General Rules of Calculation and Construction.
Notwithstanding any other provisions of this Agreement:
(a) The Annual Deferred Compensation Benefit payable to the Employee
shall not be greater than $79,500 per year.
(b) The deferred compensation benefit payable to the Employee's spouse
in any year shall not be greater than fifty percent (50%) of the benefit to
which the Employee would have been entitled were he living.
(c) No payments shall be due the Employee after his death.
(d) No payments shall be due the Employee's spouse after her death.
(e) Only the person who is the Employee's spouse at the date of
execution of this Agreement shall be entitled to benefits hereunder and then
only if such person is the Employee's spouse at the time of his death, and
no other spouse of the Employee shall be entitled to benefits hereunder.
(f) Accruals to the Annual Deferred Compensation Benefit shall be
prorated on the basis of full months only and not on a daily basis.
(g) There shall be no proration of benefits hereunder for any partial
month.
(h) No person other than the Employee and his spouse at the time of
execution of this Agreement shall have any right to deferred compensation
benefits hereunder.
(i) For so long as the Employee shall be entitled to receive payments
under Paragraph 4.3(a) of the Employment Agreement, the Employee shall be
considered to be in the service of the Corporation as Vice Chairman and
Chief Operating Officer for all purposes of this Agreement (specifically
including benefit accrual), but he shall not be considered to be in the
Corporation's service beyond his normal retirement date.
10. Forfeiture of Deferred Compensation Benefits. The Employee shall
comply with the following conditions during the term of his employment and
following the termination of his employment until such time as his deferred
compensation benefits are no longer payable to him under the terms of this
Agreement:
(a) The Employee shall not, without the written consent of the
Corporation, be an officer, director, shareholder, employee or agent of, any
corporation, partnership or other entity, which in the reasonable opinion of
the Board of Directors of the Corporation is in competition with the
business of the Corporation and/or its subsidiaries; provided, however, that
nothing in this Agreement shall prohibit the Employee from owing stock or
other securities of a competitor which do not exceed one percent (1%) of any
class of such competitor's outstanding shares at any given time. Ownership
of such shares exceeding one percent (1%) shall be subject to approval by
the Board of Directors of the Corporation.
(b) For a period of six months following his retirement or termination
of employment with the Corporation, the Employee shall, upon the request of
the President of the Corporation, provide such services to the Corporation
as will insure the smooth transition of the Employee's duties to his
successor in employment.
(c) The Employee shall not engage in serious willful misconduct,
including, but not limited to, the commission by him of a felony or the
perpetration by him of a common-law or other fraud upon the Corporation or
any of its subsidiaries.
If the Employee breaches any of the conditions of this or any other
paragraph of this Agreement, the Agreement shall immediately be terminated,
and thereupon the Employee, his wife and all other persons shall forfeit all
rights to any deferred compensation benefits that are thereafter due under
this Agreement.
11. Assignment. Neither the Employee nor his spouse shall have any
right to alienate, encumber, sell, transfer, assign or otherwise dispose of
the rights or benefits provided under this Agreement, and in the event of
any attempted assignment, transfer or other disposition, the Corporation
shall have no further liability hereunder.
12. Unsecured Promise. The rights of the Employee and his spouse
under this Agreement shall be solely those of an unsecured creditor of the
Corporation. No asset of the Corporation shall be deemed to be held under
any trust for the benefit of the Employee of his spouse, or to be security
for the performance of the obligations of the Corporation hereunder.
13. Miscellaneous. This Agreement shall be binding upon and inure to
the benefit of the Corporation, its successors and assigns, and the
Employee, his spouse and their legal representatives. This Agreement shall
not be modified or amended except by a writing signed by both of the
parities. This Agreement shall be construed in accordance with the laws of
the State of Vermont. The invalidity or unenforceability of all or any part
of any provision hereof shall in no way affect the validity or
enforceability of any other provision or the remainder of any such
provision.
14. Right to Accelerate Payment of Benefits.
Notwithstanding any other provision of this Agreement with regard to
the payment of benefits, the Corporation hereby reserves the right, in its
sole discretion, to make one or more lump sum payments in lieu of any
provisions hereof providing for any other manner of payment, without the
consent of the Employee or his spouse; provided, however, that the
Corporation may not pay any benefit after the date on which it would be due
hereunder. Any lump sum payment so made shall be actuarially equivalent to
the payments that it is replacing.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first above written.
In Presence of: BANKNORTH GROUP, INC
------------------- BY: /s/ Xxxx X. Xxxxx
-------------------------
Its Duly Authorized Agent
/s/ Xxxxxxxxx X. Xxxx BY: /s/ Xxxxxxx X. Xxxxxxxx
--------------------- -----------------------
Xxxxxxxxx X. Xxxx Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------
Xxxxxxx X. Xxxxxx, Xx.
XXXXXX BANK
SERP - FASB EXPENSE FOR ONE EXECUTIVE
BENEFIT IS BASED ON 25 YEARS OF SERVICE, WITH STATUTORY LIMITS
EXPENSE FUNDED
VALUE OF PROJECTED EXPECTED ASSETS IF
PROJECTED SERVICE BENEFIT INTEREST RETURN ON TOTAL EXPENSE
Year BENEFIT COST OBLIGATION COST ASSETS PSC EXPENSE IS FUNDED
-----------------------------------------------------------------------------------------------------
1990 44941 4221 17586 1407 0 2198 7826 7826
1991 97931 9197 46837 3747 626 5573 17891 26343
1992 160906 15111 90947 7276 2107 7393 27672 56122
1993 234783 22049 153119 12250 4490 10155 39964 100576
1994 321602 30203 237706 19016 8046 14770 55943 164565
1995 423517 39774 349862 27989 13165 23177 77775 255505
1996 543082 51002 495857 39669 20440 41315 111545 387491
1997 683432 0 683432 54675 30999 0 122777 541267
