EXHIBIT 10.1
DEFERRED COMPENSATION AGREEMENTS WITH BANK DIRECTORS
SCHEDULE OF DIRECTORS WHO HAVE ENTERED INTO DEFERRED COMPENSATION
ARRANGEMENTS PURSUANT TO A DIRECTOR'S COMPENSATION AGREEMENT WITH FARMERS &
MERCHANTS TRUST COMPANY OF CHAMBERSBURG
Monthly Payment Monthly Payment
Under 1-1-82 Under 1-1-83
Director Agreement Agreement
Xxxxxxx X. Xxxxxx XX $1,294 $ 315
Xxx X. Xxxxxxxx, Xx. 395 96
Xxxx X. Xxxx, III 557 139
Xxxxx X. Xxxxxx N/A 1,310
Xxxxxxx Xxxxxxx 1,078 812
Xxxxxx X. Xxxxxx 1,366 N/A
Xxxxxx X. Xxxxxxxxx 684 172
FORM OF DIRECTOR'S COMPENSATION AGREEMENT
1982 VERSION
This Agreement is entered into this first day of January, 1982, between
FARMERS & MERCHANTS TRUST CO. OF CHAMBERSBURG, P.O. Box T., Chambersburg,
Pennsylvania 17201 (Herein referred to as the "Bank") and
_________________________ (Herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
Director on behalf of the Bank have contributed significantly to the success and
growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of the
Director and recognizes that his services are vital to its continued growth and
profits in the future; and
WHEREAS, the Bank desires to compensate the Director and retain his
services for five years, if elected, to serve on the Board of Directors. Such
compensation is set forth below; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve as a Director, if elected,
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay Director the total sum of
$__________ payable in monthly installments of $__________ for 120 consecutive
months, commencing on the first day of the month following Director's 65th
birthday. Payments to the Director will terminate when the 120 payments have
been made or at the time of the Director's death, whichever occurs first.
2. Death of Director Before Age 65. In the event Director should die before
reaching age 65, the Bank agrees to pay to Director's beneficiary designated in
writing to the Bank, the sum of $__________ per month for 120 consecutive
months. Payments will begin on the first day of the month following Director's
death.
3. Death of Director After Age 65. If the Director dies after age 65 prior
to receiving the full 120 monthly installments, the remaining monthly
installments will be paid to the Director's designated beneficiary(ies). The
beneficiary(ies) shall receive all remaining monthly installments which the
Director would have received until the total sum of $__________ set forth in
paragraph "1" is paid. If the Director fails to designate a beneficiary in
writing to the Bank, the balance of monthly installments remaining at the time
of his death shall be paid to the legal representative of the estate of the
Director.
4. Termination of Service as A Director. If the Director, for any reason
other than death, fails to serve five consecutive years as a Director, he will
receive monthly compensation beginning at age 65 on the basis that the number of
full months served bears to the required number of 60 months times the
compensation stated in paragraph "1." For example, if the Director serves only
36 months, he will be entitled to 36/60 or 60% of the compensation stated in
paragraph "1."
5. Suicide. No payments will be made to the Director's beneficiary(ies) or
to his estate in the event of death by suicide during the first three years of
this Agreement.
6. Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the Bank's Shareholders to replace the Director or the
right of the Director to terminate his service.
7. Binding Effect. This Agreement shall be binding upon the parties hereto
and upon the successors and assigns of the Bank, and upon the heirs and legal
representatives of the Director.
8. Interruption of Service. The service of the Director shall not be deemed
to have been terminated or interrupted due to his absence from active service on
account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank for reasons of professional
advancement, education, health or government service, or during military leave
for any period if the Director is elected to serve on the Board following such
interruption.
9. Forfeiture of Compensation by Competition. The Director agrees that all
rights to compensation following age 65 shall be forfeited by him if he engages
in competition with the Bank, without the prior written consent of the Bank,
within a radius of 50 miles of the main office of the Bank for a period of ten
years, coinciding with the number of years that the Director shall receive such
compensation.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any beneficiary or designee of the
Director and any attempt to anticipate, sell, transfer, assign, pledge, encumber
or change Director's right to receive compensation, shall be void.
11. Status of Director's Rights. The rights granted to the Director or any
designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written Agreement
signed by the parties.
13. If the Bank shall acquire an insurance policy or any other asset in
connection with the liabilities assumed by it hereunder, it is expressly
understood and agreed that neither Director nor any beneficiary of Director
shall have any right with respect to, or claim against, such policy or other
asset except as expressly provided by the terms of such policy or in the title
to such other asset. Such policy or asset shall not be deemed to be held under
any trust for the benefit of Director or his beneficiaries or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement except as may be expressly provided by the terms of such
policy or other asset. It shall be, and remain, a general, unpledged,
unrestricted asset of the Bank.
14. This Agreement shall be construed under and governed by the laws of the
State of Pennsylvania.
15. Interpretation. Wherever appropriate in this Agreement, words used in
the singular shall include the plural and the masculine shall include the
feminine gender.
16. Period of Economic Hardship. If, in any year, payments made under this
Agreement would, in the sole judgment of the Board of Directors, create economic
hardship for the Bank's Depositors, the Board of Directors has full authority to
postpone such payments.
IN WITNESS HEREOF, the parties have signed this Agreement the day and year
above written.
FARMERS & MERCHANTS TRUST CO. OF CHAMBERSBURG
(SEAL) By________________________________________
________________________, President
_________________________ ____________________________(SEAL)
Witness ____________________, Director
FORM OF DIRECTOR'S COMPENSATION AGREEMENT
1983 VERSION
This Agreement is entered into this first day of January, 1983, between
FARMERS & MERCHANTS TRUST CO. OF CHAMBERSBURG, P.O. Box T., Chambersburg,
Pennsylvania 17201 (Herein referred to as the "Bank") and
_________________________ (Herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
Director on behalf of the Bank have contributed significantly to the success and
growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of the
Director and recognizes that his services are vital to its continued growth and
profits in the future; and
WHEREAS, the Bank desires to compensate the Director and retain his
services for five years, if elected, to serve on the Board of Directors. Such
compensation is set forth below; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve as a Director, if elected,
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay Director the total sum of
$__________ payable in monthly installments of $__________ for 120 consecutive
months, commencing on the first day of the month following Director's 65th
birthday. Payments to the Director will terminate when the 120 payments have
been made or at the time of the Director's death, whichever occurs first.
2. Death of Director Before Age 65. In the event Director should die before
reaching age 65, the Bank agrees to pay to Director's beneficiary designated in
writing to the Bank, the sum of $__________ per month for 120 consecutive
months. Payments will begin on the first day of the month following Director's
death.
3. Death of Director After Age 65. If the Director dies after age 65 prior
to receiving the full 120 monthly installments, the remaining monthly
installments will be paid to the Director's designated beneficiary(ies). The
beneficiary(ies) shall receive all remaining monthly installments which the
Director would have received until the total sum of $__________ set forth in
paragraph "1" is paid. If the Director fails to designate a beneficiary in
writing to the Bank, the balance of monthly installments remaining at the time
of his death shall be paid to the legal representative of the estate of the
Director.
4. Termination of Service as A Director. If the Director, for any reason
other than death, fails to serve five consecutive years as a Director, he will
receive monthly compensation beginning at age 65 on the basis that the number of
full months served bears to the required number of 60 months times the
compensation stated in paragraph "1." For example, if the Director serves only
36 months, he will be entitled to 36/60 or 60% of the compensation stated in
paragraph "1."
5. Suicide. No payments will be made to the Director's beneficiary(ies) or
to his estate in the event of death by suicide during the first three years of
this Agreement.
6. Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the Bank's Shareholders to replace the Director or the
right of the Director to terminate his service.
7. Binding Effect. This Agreement shall be binding upon the parties hereto
and upon the successors and assigns of the Bank, and upon the heirs and legal
representatives of the Director.
8. Interruption of Service. The service of the Director shall not be deemed
to have been terminated or interrupted due to his absence from active service on
account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank for reasons of professional
advancement, education, health or government service, or during military leave
for any period if the Director is elected to serve on the Board following such
interruption.
9. Forfeiture of Compensation by Competition. The Director agrees that all
rights to compensation following age 65 shall be forfeited by him if he engages
in competition with the Bank, without the prior written consent of the Bank,
within a radius of 50 miles of the main office of the Bank for a period of ten
years, coinciding with the number of years that the Director shall receive such
compensation.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any beneficiary or designee of the
Director and any attempt to anticipate, sell, transfer, assign, pledge, encumber
or change Director's right to receive compensation, shall be void.
11. Status of Director's Rights. The rights granted to the Director or any
designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written Agreement
signed by the parties.
13. If the Bank shall acquire an insurance policy or any other asset in
connection with the liabilities assumed by it hereunder, it is expressly
understood and agreed that neither Director nor any beneficiary of Director
shall have any right with respect to, or claim against, such policy or other
asset except as expressly provided by the terms of such policy or in the title
to such other asset. Such policy or asset shall not be deemed to be held under
any trust for the benefit of Director or his beneficiaries or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement except as may be expressly provided by the terms of such
policy or other asset. It shall be, and remain, a general, unpledged,
unrestricted asset of the Bank.
14. This Agreement shall be construed under and governed by the laws of the
State of Pennsylvania.
15. Interpretation. Wherever appropriate in this Agreement, words used in
the singular shall include the plural and the masculine shall include the
feminine gender.
16. Period of Economic Hardship. If, in any year, payments made under this
Agreement would, in the sole judgment of the Board of Directors, create economic
hardship for the Bank's Depositors, the Board of Directors has full authority to
postpone such payments.
17. All compensation provided by this Agreement is in addition to that
which is provided under the Director's Compensation Agreement dated January 1,
1982.
IN WITNESS HEREOF, the parties have signed this Agreement the day and year
above written.
FARMERS & MERCHANTS TRUST CO. OF CHAMBERSBURG
(SEAL) By_____________________________
____________________, President
_________________________ ____________________________(SEAL)
Witness ____________________, Director
