EXHIBIT 10.5
SUPPLEMENTAL RETIREMENT AGREEMENT
THIS AGREEMENT is entered into as of December 29, 2005 by and between
Minden Building and Loan Association (hereinafter referred to as the
"Association" or "Employer") and Xxxxxxx X. Xxxxxx (the "Executive"), effective
as of July 1, 2005.
PREAMBLE
The Association has adopted this Supplemental Retirement Agreement on
behalf of the Executive (the "Plan") with the intention that (a) the Plan shall
at all times be characterized as a "top hat" plan of deferred compensation
maintained for a select group of management or highly compensated employees, as
described under ERISA Sections 201(2), 301(a)(3) and 401(a)(1), and the Plan
shall at all times satisfy Section 409A of the Internal Revenue Code of 1986, as
amended, and as recently enacted under the American Jobs Creation Act of 2004.
The provisions of the Plan shall be construed to effectuate such intentions.
This Plan shall be unfunded for tax purposes and for purposes of Title I of
ERISA.
WITNESSETH:
WHEREAS, the Executive is currently the Senior Vice President, Senior Loan
Officer and Secretary of the Association; and
WHEREAS, to induce the Executive to continue in its employ, the
Association is willing to supplement the benefits payable to the Executive under
the Association's 401(k) retirement plan.
NOW, THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, the parties hereby agree as follows:
1. Retirement Benefit. If the Executive remains in the employ of the
Employer to age sixty-five (65), the Executive shall be entitled to receive from
the Employer, upon retirement, an annual supplemental retirement benefit equal
to $12,000 (the "Supplemental Retirement Benefit"), payable in equal monthly
installments of $1,000 for fifteen (15) years.
2. Disability or Death.
(a) In the event that the Executive becomes disabled while in the
employ of the Employer, the Executive shall be entitled to receive the
Supplemental Retirement Benefit payable in equal monthly installments beginning
with the first day of the month coinciding with or next following the disability
of the Executive and continuing thereafter for a period of fifteen (15) years.
For purposes hereof, disability shall mean the Executive (i) is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve months; or (ii)
is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous
period of not less than twelve months, receiving income replacement benefits for
a period of not less than three months under an accident and health plan
covering employees of the Association. The determination of the Board of
Directors of the Association as to Disability shall be binding on a Participant.
Nothing contained in this Agreement shall limit or affect the Executive's right
to the continuation of his salary during any waiting period imposed by a
disability plan.
(b) In the event that the Executive commences to receive
Supplemental Retirement Benefits under this Agreement and dies prior to the
receipt of fifteen (15) years of such benefits, the remainder of the
Supplemental Retirement Benefits shall be payable until the expiration of such
term to the beneficiary(ies) designated by the Executive. In the event the
Executive dies while employed by the Employer whether before or after age
sixty-five (65), the beneficiary(ies) designated by the Executive shall receive
the Supplemental Retirement Benefit payable in equal monthly installments
beginning with the first day of the month next following Executive's death.
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3. Termination of Employment.
(a) In the event that the Executive's employment with the Employer
is terminated, other than for Cause (as defined herein), following a "Change in
Control" of the Employer, the Executive shall receive the Supplemental
Retirement Benefit set forth in Section 1 hereof beginning with the first day of
the month coinciding with or next following the termination of employment and
continuing thereafter for a period of fifteen (15) years. For purposes of this
Agreement, a "Change in Control" will have the meaning provided under Section
409A of the Code, as amended from time to time, and any Internal Revenue Service
guidance, including Notice 2005-1, and the regulations issued in connection with
Section 409A of the Code; provided, however, that a "second-step" conversion of
Minden Mutual Holding Company to stock form shall not be deemed to be a change
in control.
(b) In the event that the Executive's employment with the Employer
is terminated for Cause the Executive shall not be entitled to receive any
Supplemental Retirement Benefits under this Agreement. For purposes of this
Agreement, termination of the Executive's employment for Cause shall mean
termination because of personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order or
material breach of any provision of this Agreement. For purposes of this
paragraph, no act or failure to act on the Executive's part shall be considered
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the Executive's action or omission was in the
best interest of the Association.
4. Designation of Beneficiary. The Executive may from time to time, by
providing a written notification to the Employer, designate any person or
persons (who may be designated concurrently, contingently or successively), his
estate or any trust or trusts created by his to receive benefits which are
payable under this Agreement. Each beneficiary designation shall revoke all
prior designations and will be effective only when filed in writing with the
Employer's Human Resource Committee, or any successor thereto (the "Committee").
If the Executive fails to designate a beneficiary or if a beneficiary dies
before the date of the Executive's death and no contingent beneficiary has been
designated, then the benefits which are payable as aforesaid shall be paid to
his estate. If benefits commence to be paid to a beneficiary and such
beneficiary dies before all benefits to which such beneficiary is entitled have
been paid, the remaining benefits shall be paid to the successive beneficiary or
beneficiaries designated by the Executive, if any, and if none to the estate of
such beneficiary. In the event payment is to be made to the estate of the
Executive or the estate of a designated beneficiary, the Association will make
the payment in a lump sum using a discount rate equal to 5% rate of interest.
5. Claims Procedure. The Executive or his designated beneficiary or
beneficiaries may make a claim for benefits under this Agreement by filing a
written request with the Committee. If a claim is wholly or partially denied,
the Committee shall furnish the claimant with written notice setting forth in a
manner calculated to be understood by the claimant;
(a) the specific reason or reasons for the denial;
(b) specific reference to the pertinent provisions of this Agreement
on which the denial is based;
(c) a description of any additional material or information
necessary for the claimant to perfect his claim and an explanation why such
material or information is necessary; and
(d) appropriate information as to the steps to be taken if the
claimant wishes to submit his
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claim for review.
Such notice shall be furnished to the claimant within ninety (90) days
after the receipt of his claim, unless special circumstances require an
extension of time for processing his claim. If an extension of time for
processing is required, the Committee shall, prior to the termination of the
initial ninety (90) day period, furnish the claimant with written notice
indicating the special circumstances requiring an extension and the date by
which the Committee expects to render its decision. In no event shall an
extension exceed a period of ninety (90) days from the end of the initial ninety
(90) day period.
A claimant may request the Committee to review a denied claim. Such
request shall be in writing and must be delivered to the Committee within sixty
(60) days after receipt by the claimant of written notification of denial of
claim. A claimant or his duly authorized representative may;
(a) review pertinent documents, and
(b) submit issues and comments in writing.
The Committee shall notify the claimant of its decision on review not
later than sixty (60) days after receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than one hundred
twenty (120) days after receipt of a request for review. If an extension of time
for review is required because of special circumstances, written notice of the
extension must be furnished to the claimant prior to the commencement of the
extension. The Committee's decision on the review shall be in writing and shall
include specific reasons for the decision, as well as specific references to the
pertinent provisions of this Agreement on which the decision is based.
6. Unsecured Promise. Nothing contained in this Agreement shall create or
require the Employer to create a trust of any kind to fund the benefits payable
hereunder. To the extent that the Executive or any other person acquires a right
to receive payments from the Employer, such right shall be no greater than the
right of any unsecured general creditor of the Employer.
7. Assignment. The right of the Executive or any other person to the
payment of benefits under this Agreement shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, and any
attempt to cause such benefits to be so subjected shall not be recognized by the
Employer.
8. Employment. Nothing contained herein shall be construed to grant the
Executive the right to be retained in the employ of the Employer or any other
rights or interests other than those specifically set forth.
9. Amendment. This Agreement shall be binding upon and inure to the
benefit of the Employer and the Executive. Notwithstanding anything in the Plan
to the contrary, the Board of Directors of the Association may amend in good
faith any terms of the Plan, including retroactively, in order to comply with
Section 409A of the Code.
10. Successors. This Agreement shall be binding upon and inure to the
benefit of the Employer, it successors and assigns and the Executive and his
heirs, executors, administrators, and legal representatives.
11. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Louisiana.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
Attest: Minden Building and Loan Association
By: /s/ Dare Xxxx By: /s/ A. Xxxxx Xxxxx
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President and Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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