EXECUTIVE SALARY CONTINUATION AND PARTICIPATION AGREEMENT
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XXXXX XX XXXXXXX | ) | |||
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COUNTY OF RICHMOND | ) |
EXECUTIVE SALARY CONTINUATION AND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of October, 2000 (hereinafter called the “Agreement” or “Participation Agreement” in this and simultaneously executed documents) by and between Georgia Bank & Trust Company of Augusta, a banking corporation organized and existing under the laws of the State of Georgia (hereinafter called the “Bank”), and R. Xxxxxx Xxxxxxx, (hereinafter called the “Executive”).
WHEREAS, the Executive is in the employ of the Bank serving as its President - Chief Executive Officer, and
WHEREAS, the experience of the Executive, his knowledge of the affairs of the Bank, his reputation and contacts in the industry are so valuable that assurance of his continued services is essential for the future growth and profits of the Bank it is in the best interests of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure him remaining in the Bank’s employment during his lifetime or until the age of retirement; and
WHEREAS, it is the desire of the Bank that the services of the Executive be retained as herein provided; and
WHEREAS, the Bank has established a Non-Qualified Defined Benefit Plan (hereinafter called the “Plan”) as of the first day of October, 2000;
WHEREAS, the Executive accepts the Bank’s invitation to participate in the Plan and hereby acknowledges having read the Plan, understood its terms, understood that benefits will paid pursuant to the Plan only under certain circumstances described therein, understood that the Executive is a general creditor of the Bank, or its successors and assigns, and that the Executive has no interest in specific assets owned by the Bank;
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WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay him or his beneficiaries certain benefits in accordance with the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the mutual promise and covenants herein contained, it is agreed as follows:
ARTICLE 1.
ARTICLE 2.
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ARTICLE 3.
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ARTICLE 4.
4.1.1. | If the Executive is terminated with Reasonable Cause, Executive shall receive no benefit under this Agreement and shall lose any right to any benefit vested at the time of termination. |
4.1.2. | If the Executive voluntarily terminates employment with the Bank prior to the age of fifty-five (55), Executive shall receive no benefit under this Agreement and shall lose any right to any benefit vested at the time of termination. If the Executive voluntarily terminates employment with the Bank prior to retirement after Executive has attained the age of fifty-five (55) and Executive has been employed by the Bank for a period of at least six (6) continuous years from the date of this Agreement, the Executive will be considered vested in the amount set out in Section 3.2 by the percentage set out in Schedule A attached hereto and made a part hereof. In the event of Executive’s voluntary termination as described herein, the Bank will pay such amount to the Executive over the time period and subject to the conditions applicable to Section 3.2, provided however, the Bank shall have the right to prepay this obligation in full. |
4.1.3. | Anything hereinabove to the contrary notwithstanding, if the Bank terminates the Executive’s employment involuntarily for any reason other than “reasonable cause,” defined below, or if the Bank undertakes any action or course of action designed to induce the Executive to terminate his employment (e.g., reducing the Executive’s title or responsibilities, reducing the Executive’s compensation disproportionately as compared to reductions for other Bank executives), the Bank shall pay to the Executive the retirement benefits described in 3.2. The benefits shall be paid commencing on the Executive’s 65th birthday. “Reasonable cause” means the Executive’s gross negligence, fraud or conviction for any willful violation of any law or significant regulatory policy, committed in connection with the Executive’s employment and |
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resulting in a material adverse effect on the Bank. “Reasonable cause” shall not include ordinary negligence or failure to act, whether due to an error in judgment or otherwise, if the Executive has exercised substantial efforts in good faith to perform the duties reasonably assigned or appropriate to the position. |
4.1.4. | Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, he or she shall become fully vested in the benefit payment previously described in Section 3.2 in the event of a transfer in the controlling ownership or sale of the Bank or its parent. This benefit shall remain an obligation of the Bank and its successors and shall be fully funded to age 65 regardless of a change of control or continued employment of the Executive after the change of control. |
ARTICLE 5.
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ARTICLE 6.
Acceptance of Invitation to Participate in the Plan - The Executive hereby agrees to accept the invitation of the Bank to participate in the Plan, subject to its terms and conditions as set forth therein.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be duly executed by its proper officer and the Executive has hereunto set his hand at Augusta, Georgia, the day and year first above written.
Georgia Bank & Trust Company of Augusta | ||
By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |
Its: | Vice Chairman of the Board | |
EXECUTIVE: | ||
/s/ R. Xxxxxx Xxxxxxx |
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SCHEDULE A
Plan Year |
Amount in Which Vesting Occurs | |
1 |
0% | |
2 |
0% | |
3 |
0% | |
4 |
0% | |
5 |
0% | |
6 |
60% | |
7 |
70% | |
8 |
80% | |
9 |
90% | |
10 |
100% |
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SCHEDULE B
Year |
Benefit | |
1 |
$ 900,000 | |
2 |
$ 950,000 | |
3 |
$ 950,000 | |
4 |
$1,000,000 | |
5 |
$1,050,000 | |
6 |
$1,000,000 | |
7 |
$1,150,000 | |
8 |
$1,200,000 | |
9 |
$1,250,000 | |
10 |
$1,300,000 | |
11 |
$1,350,000 | |
12 |
$1,400,000 | |
13 |
$1,500,000 | |
14 |
$1,550,000 | |
15 |
$1,600,000 | |
16 |
$1,700,000 |
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SCHEDULE “C”
BENEFICIARY DESIGNATION NOTICE
FOR
EXECUTIVE SALARY CONTINUATION AND
PARTICIPATION AGREEMENT
To the Plan Administrator of the Georgia Bank Company & Trust Non-Qualified Defined Benefit Plan for the benefit of R. Xxxxxx Xxxxxxx:
Pursuant to the Provisions of my Executive Salary Continuation Agreement with Georgia Bank & Trust Company of Augusta 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:
Primary Beneficiary:
Name |
Social Security Number |
Relationship | ||
Secondary (Contingent) Beneficiary:
Name |
Social Security Number |
Relationship | ||
THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED. ALL PRIOR DESIGNATIONS, IF ANY, OF BENEFICIARIES AND SECONDARY BENEFICIARIES ARE HEREBY REVOKED.
The Plan 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 Plan Administrator shall pay all amounts in accordance with the terms of the Executive Salary Continuation 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 deceased beneficiary, who survive me, but die prior to receiving the total benefit.
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Date of Designation | Signature of Executive |
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