Exhibit 10.11
FIRST SOUTH BANK
DIRECTOR RETIREMENT AGREEMENT
This DIRECTOR RETIREMENT AGREEMENT (this "Agreement") is entered into
as of this 20th day of February, 2008, by and between First South Bank, a South
Carolina-chartered bank (the "Bank"), and Xxxxx X. Slider, a director of the
Bank (the "Director").
WHEREAS, to encourage the Director to remain a member of the Bank's
board of directors, the Bank is willing to provide to the Director retirement
benefits payable from the Bank's general assets,
WHEREAS, the parties hereto intend that this Agreement shall be
considered an unfunded arrangement maintained primarily to provide supplemental
retirement benefits for the Director, and to be considered a non-qualified
benefit plan for purposes of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Director is fully advised of the Bank's
financial status, and
WHEREAS, none of the conditions or events included in the definition of
the term "golden parachute payment" that is set forth in section 18(k)(4)(A)(ii)
of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in
Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR
359.1(f)(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated
insofar as the Bank is concerned.
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and acceptance of which are hereby
acknowledged, the Director and the Bank hereby agree as follows.
ARTICLE 1
DEFINITIONS
1.1 "Accrual Balance" means the liability that should be accrued by the
Bank under generally accepted accounting principles ("GAAP") for the Bank's
obligation to the Director under this Agreement, applying Accounting Principles
Board Opinion No. 12, as amended by Statement of Financial Accounting Standards
No. 106, and the calculation method and discount rate specified hereinafter. The
Accrual Balance shall be calculated such that when it is credited with interest
each month the Accrual Balance at Normal Retirement Age equals the present value
of the normal retirement benefits. The discount rate means the rate used by the
Plan Administrator for determining the Accrual Balance. In its sole discretion
the Plan Administrator may adjust the discount rate to maintain the rate within
reasonable standards according to GAAP.
1.2 "Beneficiary" means each designated person, determined according to
Article 4, or the estate of the deceased Director, entitled to benefits, if any,
at the Director's death.
1.3 "Beneficiary Designation Form" means the form established from time
to time by the Plan Administrator that the Director completes, signs, and
returns to the Plan Administrator to designate one or more Beneficiaries.
1.4 "Change in Control" means a change in control as defined in
Internal Revenue Code section 409A and rules, regulations, and guidance of
general application thereunder issued by the Department of the Treasury,
including -
(a) Change in ownership: a change in ownership of First South Bancorp,
Inc., a South Carolina corporation of which the Bank is a wholly owned
subsidiary, occurs on the date any one person or group accumulates ownership of
First South Bancorp, Inc. stock constituting more than 50% of the total fair
market value or total voting power of First South Bancorp, Inc. stock,
(b) Change in effective control: (x) any one person, or more than one
person acting as a group, acquires within a 12-month period ownership of First
South Bancorp, Inc. stock possessing 30% or more of the total voting power of
First South Bancorp, Inc. stock, or (y) a majority of First South Bancorp,
Inc.'s board of directors is replaced during any 12-month period by directors
whose appointment or election is not endorsed in advance by a majority of First
South Bancorp, Inc.'s board of directors, or
(c) Change in ownership of a substantial portion of assets: a change in
ownership of a substantial portion of First South Bancorp, Inc.'s assets occurs
if in a 12-month period any one person or more than one person acting as a group
acquires from First South Bancorp, Inc. assets having a total gross fair market
value equal to or exceeding 40% of the total gross fair market value of all of
First South Bancorp, Inc.'s assets immediately before the acquisition or
acquisitions. For this purpose, gross fair market value means the value of First
South Bancorp, Inc.'s assets, or the value of the assets being disposed of,
determined without regard to any liabilities associated with the assets.
1.5 "Code" means the Internal Revenue Code of 1986, as amended, and
rules, regulations, and guidance of general application issued by the Department
of the Treasury under the Internal Revenue Code of 1986, as amended.
1.6 "Disability" means, because of a medically determinable physical or
mental impairment that can be expected to result in death or that can be
expected to last for a continuous period of at least 12 months, (x) the Director
is unable to engage in any substantial gainful activity, or (y) the Director is
receiving income replacement benefits for a period of at least three months
under an accident and health plan. Medical determination of disability may be
made either by the Social Security Administration or by the provider of an
accident or health plan covering employees of the Bank or its subsidiaries. Upon
request of the Plan Administrator, the Director must submit proof to the Plan
Administrator of the Social Security Administration's or provider's
determination.
1.7 "Early Termination" means Separation from Service before Normal
Retirement Age for reasons other than death, Disability, or Termination with
Cause.
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1.8 "Effective Date" means February 20, 2008.
1.9 "Normal Retirement Age" means the Director's 70th birthday.
1.10 "Plan Administrator" or "Administrator" means the plan
administrator described in Article 7.
1.11 "Plan Year" means a twelve-month period commencing on January 1
and ending on December 31 of each year.
1.12 "Separation from Service" means the Director's service as a
director and independent contractor to the Bank and any member of a controlled
group, as defined in Code section 414, terminates for any reason, other than
because of a leave of absence approved by the Bank or the Director's death. For
purposes of this Agreement, if there is a dispute about the status of the
Director or the date of the Director's Separation from Service, the Bank shall
have the sole and absolute right to decide the dispute unless a Change in
Control shall have occurred.
1.13 "Termination with Cause" or "Cause" means the Director is not
nominated by the board or nominating committee for reelection as a director
after the expiration of the Director's current term, or the Director is removed
from the board of directors, in either case -
(a) because of the Director's gross negligence or gross neglect of
duties, or
(b) because of the Director's commission of a felony, or commission of
a misdemeanor involving moral turpitude, or
(c) because of the Director's fraud, disloyalty, dishonesty, or willful
violation of any law or significant policy of the Bank committed in connection
with the Director's service and resulting in an adverse effect on the Bank, or a
breach of the Executive's fiduciary duties for personal profit, or
(d) because the Director is removed from service or permanently
prohibited from participating in the Bank's affairs by an order issued under
section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act [12 U.S.C.
1818(e)(4) or (g)(1)].
ARTICLE 2
LIFETIME BENEFIT
2.1 Normal Retirement. Unless Separation from Service occurs before
Normal Retirement Age and unless the Director shall have received the benefit
under section 2.4 after a Change in Control, when the Director attains Normal
Retirement Age the Bank shall pay to the Director the benefit described in this
section 2.1 instead of any other benefit under this Agreement. If the Director's
Separation from Service after payment of benefits under this section 2.1
commences is a Termination with Cause or if this Agreement terminates under
Article 5, no further benefits shall be paid to the Director.
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2.1.1 Amount of benefit. The annual benefit under this section
2.1 is $30,000.
2.1.2 Payment of benefit. Beginning with the month immediately
after the month in which the Director attains Normal Retirement Age,
the Bank shall pay the annual benefit to the Director in equal monthly
installments on the first day of each month. The annual benefit shall
be paid to the Director for ten years.
2.2 Early Termination. Unless the Director shall have received the
benefit under section 2.4 after a Change in Control, upon Early Termination the
Bank shall pay to the Director the benefit described in this section 2.2 instead
of any other benefit under this Agreement. However, no benefits shall be payable
if this Agreement terminates under Article 5.
2.2.1 Amount of benefit. The annual benefit under this section
2.2 is calculated as the amount that fully amortizes the Accrual
Balance existing at the end of the month immediately before the month
in which Separation from Service occurs, amortizing that Accrual
Balance over ten years and taking into account interest at the discount
rate or rates established by the Plan Administrator.
2.2.2 Payment of benefit. Beginning with the month immediately
after the month in which the Director's Separation from Service occurs,
the Bank shall pay the annual benefit to the Director in equal monthly
installments on the first day of each month. However, if when
Separation from Service occurs the Director is a specified employee
within the meaning of Code section 409A, payment shall begin on the
first day of the seventh month after the month in which the Director's
Separation from Service occurs. The annual benefit shall be paid to the
Director for ten years.
2.3 Disability. Unless the Director shall have received the benefit
under section 2.4 after a Change in Control, upon the Director's Separation from
Service because of Disability before Normal Retirement Age the Bank shall pay to
the Director the benefit described in this section 2.3 instead of any other
benefit under this Agreement.
2.3.1 Amount of benefit. The annual benefit under this section
2.3 is calculated as the amount that fully amortizes the Accrual
Balance existing at the end of the month immediately before the month
in which Separation from Service occurs, amortizing that Accrual
Balance over ten years and taking into account interest at the discount
rate or rates established by the Plan Administrator.
2.3.2 Payment of benefit. Beginning with the month immediately
after the month in which the Director's Separation from Service occurs,
the Bank shall pay the annual benefit to the Director in equal monthly
installments on the first day of each month. However, if when
Separation from Service occurs the Director is a specified employee
within the meaning of Code section 409A, payment shall begin on the
first day of the seventh month after the month in which the Director's
Separation from Service occurs. The annual benefit shall be paid to the
Director for ten years.
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2.4 Change in Control. If a Change in Control occurs both before the
Director's Normal Retirement Age and before the Director's Separation from
Service, the Bank shall pay to the Director the benefit described in this
section 2.4 instead of any other benefit under this Agreement.
2.4.1 Amount of benefit. The benefit under this section 2.4 is
the Accrual Balance on the date of the Change in Control.
2.4.2 Payment of benefit. The Bank shall pay the benefit under
this section 2.4 to the Director in a single lump sum within three
business days after the Change in Control. If the Director receives the
benefit under this section 2.4 because of the occurrence of a Change in
Control, the Director shall not be entitled to claim additional
benefits under section 2.4 if an additional Change in Control occurs
thereafter.
2.5 Lump-Sum Payout of Remaining Normal Retirement Benefit, Early
Termination Benefit, or Disability Benefit When a Change in Control Occurs. If a
Change in Control occurs while the Director is receiving the Normal Retirement
Age benefit under section 2.1, the Bank shall pay the remaining benefits to the
Director in a single lump sum within three business days after the Change in
Control. If a Change in Control occurs after Separation from Service but while
the Director is receiving or is entitled to receive the Early Termination
benefit under section 2.2 or the Disability benefit under section 2.3, the Bank
shall pay the remaining benefits to the Director in a single lump sum within
three business days after the Change in Control or, if the Director is a
specified employee within the meaning of Code section 409A, on the later of (x)
the date of the Change in Control or (y) the first day of the seventh month
after the month in which the Director's Separation from Service occurs. The
lump-sum payment due to the Director as a result of a Change in Control shall be
an amount equal to the Accrual Balance amount corresponding to the particular
benefit when the Change in Control occurs.
2.6 Annual Benefit Statement. Within 120 days after the end of each
Plan Year the Plan Administrator shall provide or cause to be provided to the
Director an annual benefit statement showing benefits payable or potentially
payable to the Director under this Agreement. Each annual benefit statement
shall supersede the previous year's annual benefit statement. If there is a
contradiction between this Agreement and the annual benefit statement concerning
the amount of a particular benefit payable or potentially payable to the
Director under sections 2.2, 2.3, or 2.4 hereof, the amount of the benefit
determined under the Agreement shall control.
2.7 Savings Clause Relating to Compliance with Code Section 409A.
Despite any contrary provision of this Agreement, if when the Director's
Separation from Service occurs the Director is a specified employee, as defined
in Code section 409A, and if any payments under Article 2 of this Agreement will
result in additional tax or interest to the Director because of section 409A,
the Director shall not be entitled to the payments under Article 2 until the
earliest of (x) the date that is at least six months after the Director's
Separation from Service for reasons other than the Director's death, (y) the
date of the Director's death, or (z) any earlier date that does not result in
additional tax or interest to the Director under section 409A. If any provision
of this Agreement would subject the Director to additional tax or interest under
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section 409A, the Bank shall reform the provision. However, the Bank shall
maintain to the maximum extent practicable the original intent of the applicable
provision without subjecting the Director to additional tax or interest, and the
Bank shall not be required to incur any additional compensation expense as a
result of the reformed provision.
2.8 One Benefit Only. Despite anything to the contrary in this
Agreement, the Director and Beneficiary are entitled to one benefit only under
this Agreement, which shall be determined by the first event to occur that is
dealt with by this Agreement. Except as provided in section 2.5 or Article 3,
subsequent occurrence of events dealt with by this Agreement shall not entitle
the Director or Beneficiary to other or additional benefits under this
Agreement.
ARTICLE 3
DEATH BENEFIT
Unless this Agreement terminates under Article 5, at the Director's
death the Bank shall pay to the Director's Beneficiary in a single lump sum an
amount equal to the Accrual Balance on the date of the Director's death. The
Accrual Balance shall be paid to the Beneficiary 30 days after the Bank receives
notice of the Director's death. No benefit shall be paid if the
Change-in-Control benefit shall have been paid to the Director under section 2.4
or if a Change-in-Control payout shall have occurred under section 2.5.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Director shall have the right to
designate at any time a Beneficiary to receive any benefits payable under this
Agreement after the Director's death. The Beneficiary designated under this
Agreement may be the same as or different from the beneficiary designation under
any other benefit plan of the Bank in which the Director participates.
4.2 Beneficiary Designation: Change. The Director shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form and
delivering it to the Plan Administrator or its designated agent. The Director's
Beneficiary designation shall be deemed automatically revoked if the Beneficiary
predeceases the Director or if the Executive names a spouse as Beneficiary and
the marriage is subsequently dissolved. The Director 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 before the Director'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.
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4.4 No Beneficiary Designation. If the Director dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease the
Director, the Director's spouse shall be the designated Beneficiary. If the
Director has no surviving spouse, the benefits shall be paid to the Director's
estate.
4.5 Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Bank may pay the benefit to the
guardian, legal representative, or person having the care or custody of the
minor, incapacitated person, or incapable person. The Bank may require proof of
incapacity, minority, or guardianship as it may deem appropriate before
distribution of the benefit. Distribution shall completely discharge the Bank
from all liability for the benefit.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Termination with Cause. Despite any contrary provision of this
Agreement, the Bank shall not pay any benefit under this Agreement and this
Agreement shall terminate if the Director's Separation from Service is a
Termination with Cause. The board of directors or a duly authorized committee of
the board shall have the sole and absolute right to determine whether the bases
for denial of benefits for cause exist. Benefits may be denied for cause
regardless of whether the Director continued to serve as a director after the
board or committee made its determination not to nominate the Director for
reelection.
5.2 Suicide or Misstatement. The Bank shall not pay any benefit under
this Agreement if the Director commits suicide within two years after the
Effective Date of this Agreement or if the Director makes any material
misstatement of fact on any application or resume provided to the Bank, on any
application for benefits, or on any application for life insurance purchased by
the Bank.
5.3 Removal. If the Director is removed or permanently prohibited from
participating in the Bank's affairs by an order issued under section 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all
obligations of the Bank under this Agreement shall terminate as of the effective
date of the order.
5.4 Default. Despite any contrary provision of this Agreement, if the
Bank is in "default" or "in danger of default," as those terms are defined in
section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all
obligations under this Agreement shall terminate.
5.5 FDIC Open-Bank Assistance. All obligations under this Agreement
shall terminate, except to the extent determined that continuation of the
contract is necessary for the continued operation of the Bank, when the Federal
Deposit Insurance Corporation enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in section 13(c) of the
Federal Deposit Insurance Act. 12 U.S.C. 1823(c). Any rights of the parties that
have already vested shall not be affected by such action, however.
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ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. A person or beneficiary ("claimant") who has not
received benefits under this 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 Administrator a written claim for the benefits. If
the claim relates to the contents of a notice received by the claimant,
the claim must be made within 60 days after the notice was received by
the claimant. All other claims must be made within 180 days after the
date of the event that caused the claim to arise. The claim must state
with particularity the determination desired by the claimant.
6.1.2 Timing of Bank response. The Bank shall respond to the claimant
within 90 days after receiving the claim. If the Bank determines that
special circumstances require additional time for processing the claim,
the Bank may extend the response period by an additional 90 days by
notifying the claimant in writing before the end of the initial 90-day
period that an additional period is required. The notice of extension
must state the special circumstances and the date by which the Bank
expects to render its decision.
6.1.3 Notice of decision. If the Bank denies part or all of the claim,
the Bank shall notify the claimant in writing of the denial. The Bank
shall write the notification in a manner calculated to be understood by
the claimant. The notification shall set forth -
6.1.3.1 the specific reasons for the denial,
6.1.3.2 a reference to the specific provisions of the
Agreement on which the denial is based,
6.1.3.3 a description of any additional information or
material necessary for the claimant to perfect the
claim and an explanation of why it is needed,
6.1.3.4 an explanation of the Agreement's review procedures
and the time limits applicable to such procedures,
and
6.1.3.5 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 Bank denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Bank of
the denial, as follows -
6.2.1 Initiation - written request. To initiate the review, the
claimant, within 60 days after receiving the Bank's notice of denial,
must file with the Bank a written request for review.
6.2.2 Additional submissions - information access. The claimant shall
then have the opportunity to submit written comments, documents,
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records, and other information relating to the claim. The Bank 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 Bank
shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether the
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Bank response. The Bank shall respond in writing to the
claimant within 60 days after receiving the request for review. If the
Bank determines that special circumstances require additional time for
processing the claim, the Bank may extend the response period by an
additional 60 days by notifying the claimant in writing before the end
of the initial 60-day period that an additional period is required. The
notice of extension must state the special circumstances and the date
by which the Bank expects to render its decision.
6.2.5 Notice of decision. The Bank shall notify the claimant in writing
of its decision on review. The Bank shall write the notification in a
manner calculated to be understood by the claimant. The notification
shall set forth -
6.2.5.1 the specific reason for the denial,
6.2.5.2 a reference to the specific provisions of the
Agreement on which the denial is based,
6.2.5.3 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
6.2.5.4 a statement of the claimant's right to bring a civil
action under ERISA section 502(a).
ARTICLE 7
ADMINISTRATION OF AGREEMENT
7.1 Plan Administrator Duties. This Agreement shall be administered by
a Plan Administrator consisting of the Bank's board of directors or such
committee or person(s) as the board shall appoint. The Plan Administrator shall
have the discretion and authority to (x) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Agreement and
(y) decide or resolve any and all questions that may arise, including
interpretations of this Agreement.
7.2 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 Bank.
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7.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator about any question having to do 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. No Director or Beneficiary shall be deemed
to have any right, vested or nonvested, regarding the continued use of any
previously adopted assumptions, including but not limited to the discount rate
and calculation method employed in the determination of the Accrual Balance.
7.4 Indemnification of Plan Administrator. The Bank 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.
7.5 Bank Information. To enable the Plan Administrator to perform its
functions, the Bank 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 Separation from Service of the Director, and
such other pertinent information as the Plan Administrator may reasonably
require.
ARTICLE 8
MISCELLANEOUS
8.1 Amendment and Termination. This Agreement may be amended solely by
a written agreement signed by the Bank and by the Director. Except as provided
in Article 5, this Agreement may be terminated solely by a written agreement
signed by the Bank and by the Director.
8.2 Binding Effect. This Agreement shall bind the Director and the Bank
and their beneficiaries, survivors, executors, successors, administrators, and
transferees.
8.3 No Guarantee of Service. This Agreement is not a contract for
services. It does not give the Director the right to remain a Director of the
Bank nor does it interfere with the right of the Board not to nominate the
Director for reelection to the Board, the right of the Bank's stockholder not to
re-elect the Director, or the right of the stockholder or the Board to remove an
individual as a director of the Bank. The Agreement also does not require the
Director to remain a director or interfere with the Director's right to
terminate service at any time.
8.4 Non-Transferability. Benefits under this Agreement may not be sold,
transferred, assigned, pledged, attached, or encumbered.
8.5 Successors; Binding Agreement. By an assumption agreement in form
and substance satisfactory to the Director, the Bank shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Bank to expressly
assume and agree to perform this Agreement in the same manner and to the same
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extent that the Bank would be required to perform this Agreement had no
succession occurred.
8.6 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.7 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of South Carolina, except to the extent
preempted by the laws of the United States of America.
8.8 Unfunded Arrangement. The Director and Beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. The rights to benefits are not subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Director's life is a general asset of the Bank
to which the Director and Beneficiary have no preferred or secured claim.
8.9 Entire Agreement. This Agreement constitutes the entire agreement
between the Bank and the Director concerning the subject matter. No rights are
granted to the Director under this Agreement other than those specifically set
forth.
8.10 Severability. If any provision of this Agreement is held invalid,
such invalidity shall not affect any other provision of this Agreement not held
invalid, and each such other provision shall continue in full force and effect
to the full extent consistent with law. If any provision of this Agreement is
held invalid in part, such invalidity shall not affect the remainder of such
provision, and the remainder of such provision, together with all other
provisions of this Agreement, shall continue in full force and effect to the
full extent consistent with law.
8.11 Captions and Counterparts. Captions and section headings in this
Agreement are included solely for convenience of reference and shall not affect
the meaning or interpretation of any provision of this Agreement. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
8.12 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice. If to the Bank, notice
shall be given to the board of directors, First South Bank, 0000 Xxxx X. Xxxxx
Xx. Xxxxxxxxx, Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000, or to such other or additional
person or persons as the Bank shall have designated to the Director in writing.
If to the Director, notice shall be given to the Director at the address of the
Director appearing on the Bank's records, or to such other or additional person
or persons as the Director shall have designated to the Bank in writing.
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IN WITNESS WHEREOF, the Director and a duly authorized Bank officer
have executed this Director Retirement Agreement as of the date first written
above.
DIRECTOR FIRST SOUTH BANK
By: -------------------------
---------------------
Xxxxx X. Slider Title: -----------------------
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BENEFICIARY DESIGNATION
FIRST SOUTH BANK
DIRECTOR RETIREMENT AGREEMENT
I, Xxxxx X. Slider, designate the following as beneficiary of any death
benefits under this Director Retirement Agreement:
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 filing
a new written designation with the Bank. 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.
Signature: ________________________________
Xxxxx X. Slider
Date: ______________________, 200__
Received by the Bank this _____ day of __________, 200__
By: ____________________________________
Title: _________________________________
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