EXHIBIT 10.5
PREMIERWEST BANK
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT is entered into as of this _______
day of ________________, 2002, by and between PremierWest Bank, an Oregon-
chartered, FDIC-insured bank with its main office in Medford, Oregon (the
"Bank"), and Xxxx X. Xxxxxx, President and Chief Executive Officer of the Bank
(the "Executive").
WHEREAS, the Executive, has contributed substantially to the success of
the Bank and its parent corporation, PremierWest Bancorp ("Bancorp"), and the
Bank desires that the Executive continue in its employ,
WHEREAS, to encourage the Executive to remain an employee of the Bank,
the Bank is willing to provide salary continuation benefits to the Executive,
payable out of the Bank's general assets,
WHEREAS, none of the conditions or events included in the definition of
the term "golden parachute payment" contained 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 sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings specified:
1.1 "ACCRUAL BALANCE" means the amount required to be accrued by the
Bank under generally accepted accounting principles to account for benefits that
may become payable to the Executive under this Agreement.
1.2 "BASE ANNUAL SALARY" means the current base annual salary of the
Executive at the earliest of (1) the date of the Executive's death; (2) the date
of the Executive's Disability; (3) the date the Executive's employment with the
Bancorp or the Bank terminates within 12 months after a Change in Control; or
(4) the Executive's Normal Retirement Date. Current Base Annual Salary shall be
defined by reference to compensation of the type that would be required to be
reported by Securities and Exchange Commission Rule 228.402(b) (17 C.F.R.
228.402(b)), specifically column (c) of that rule's Summary Compensation Table
(or any successor provision). Salary compensation amounts deferred at the
election of the Executive are included in Base Annual Salary.
1.3 "CHANGE IN CONTROL" means if any one of the following events
occurs:
(a) MERGER. Bancorp merges into or consolidates with another
corporation, or merges another corporation into Bancorp, and as a
result less than 50% of the combined voting power of the resulting
corporation immediately after the merger or consolidation is held by
persons who were the holders of Bancorp's voting securities immediately
before the merger or consolidation,
(b) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP. (1) a report
on Schedule 13D or another form or schedule (other than Schedule 13G)
is filed or is required to be filed under sections 13(d) or 14(d) of
the Securities Exchange Act of 1934, if the schedule discloses that the
filing person or persons acting in concert has or have become the
beneficial owner of 25% or more of a class of Bancorp's voting
securities, or (2) a person or persons acting in concert has or have
become the beneficial owner of 10% or more of a class of Bancorp's
voting securities and the person or the person's or group's nominee
becomes the Chairman of the Board of Bancorp, but this paragraph (b)
shall not apply to beneficial ownership of voting shares of Bancorp
held in a fiduciary capacity by an entity in which Bancorp directly or
indirectly beneficially owns 50% or more of the outstanding voting
securities,
(c) CHANGE IN BOARD COMPOSITION. during any period of two
consecutive years, individuals who constitute Bancorp's board of
directors at the beginning of the two-year period cease for any reason
to constitute at least a majority thereof; provided, however, that --
for purposes of this paragraph (c) -- each director who is first
elected by the board (or first nominated by the board for election by
stockholders) by a vote of at least two-thirds (2/3) of the directors
who were directors at the beginning of the period shall be deemed to
have been a director at the beginning of the two-year period, or
(d) SALE OF ASSETS. Bancorp sells to a third party all or
substantially all of Bancorp's assets. For this purpose, sale of all or
substantially all of Bancorp's assets includes sale of the shares or
assets of the Bank.
1.4 "DISABILITY" means the Executive suffers a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Bank of the
carrier's or Social Security Administration's determination upon the request of
the Bank.
1.5 "EARLY TERMINATION" means the Executive's Termination of Employment
with the Bank before Normal Retirement Age for reasons other than death,
Disability, Termination under Article 5 of this Agreement, involuntary
termination within 12 months after a Change in Control, and voluntary
termination with Good Reason within 12 months after a Change in Control.
1.6 "EARLY TERMINATION DATE" means the month, day and year in which
Early Termination occurs.
1.7 "EFFECTIVE DATE" means ERROR! BOOKMARK NOT DEFINED..
1.8 "GOOD REASON" for purposes of this Agreement means "Good Reason" as
that term is defined in any employment or severance agreement to which the
Executive is or may hereafter be a party. If the term "Good Reason" is not
defined in an employment agreement or severance agreement, it means:
(a) a material reduction in Executive's title or
responsibilities,
(b) a reduction in base salary as in effect on the date of a
Change in Control,
(c) relocation of the Bank's principal executive offices, or
requiring the Executive to change his or her principal work location,
to any location that is more than 15 miles from the location of the
Bank's principal executive offices on the date of this Agreement,
(d) the adverse and substantial alteration in the nature and
quality of the office space within which the Executive performs his or
her duties, including the size and location thereof, as well as the
secretarial and administrative support provided to the Executive,
(e) the failure by the Bank to continue to provide the
Executive with compensation and benefits substantially similar to those
provided to the Executive under any of the employee benefit plans in
which the Executive becomes a participant, or the taking of any action
by the Bank which would directly or indirectly materially reduce any of
such benefits or deprive the Executive of any material fringe benefit
to which the Executive was entitled at the time of the Change in
Control, or
(f) the failure of the Bank to obtain a satisfactory agreement
from any successor or assign of the Bank to assume and agree to perform
this Agreement, as contemplated in Section 7.5 hereof.
1.9 "NORMAL RETIREMENT AGE" means the Executive's 65th birthday.
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1.10 "NORMAL RETIREMENT DATE" means the later of the Normal Retirement
Age or the Executive's Termination of Employment with the Bank.
1.11 "PERSON" means an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or other entity.
1.12 "PLAN YEAR" means a twelve-month period commencing on January 1,
and ending on the last day of December of each year. The initial Plan Year shall
commence on the Effective Date of this Agreement.
1.13 "TERMINATION OF EMPLOYMENT" with the Bank means that the Executive
shall have ceased to be employed by the Bank for any reason whatsoever,
excepting a leave of absence approved by the Bank. For purposes of this
Agreement, if there is a dispute over the employment status of the Executive or
the date of termination of the Executive's employment, the Bank shall have the
sole and absolute right to decide the dispute, unless a Change in Control shall
have occurred.
ARTICLE 2
LIFETIME BENEFITS
2.1 NORMAL RETIREMENT BENEFIT. Upon the Executive's Termination of
Employment on or after the Normal Retirement Age for reasons other than death,
the Bank shall pay to the Executive the benefit described in this Section 2.1
instead of any other benefit under this Agreement.
2.1.1 AMOUNT OF BENEFIT. The annual benefit under this Section 2.1
is $78,949. In its sole discretion, the Bank's board of
directors may increase the annual benefit under this Section
2.1.1, but any increase shall require recalculation of
Schedule A.
2.1.2 PAYMENT OF BENEFIT. Beginning with the month after the
Executive's Normal Retirement Date, the Bank shall pay the
annual benefit to the Executive in 12 equal monthly
installments on the first day of each month. The annual
benefit shall be paid to the Executive for 15 years.
2.2 EARLY TERMINATION BENEFIT. For Early Termination, the Bank shall
pay to the Executive the benefit described in this Section 2.2 instead of any
other benefit under this Agreement.
2.2.1 AMOUNT OF BENEFIT. The benefit under this Section 2.2 is the
Early Termination Annual Benefit amount set forth in Schedule
A for the Plan Year ending immediately before the Early
Termination Date (except that during the first Plan Year the
benefit is the amount set forth for Plan Year 1). If the
Executive is entitled to an Early Termination Annual Benefit
amount as set forth in the attached Schedule A, interest will
be credited on the Accrual Balance at an annual rate of 7.0%,
compounded monthly, during the period between Termination of
Employment and the Normal Retirement Date. In its sole
discretion, the Bank's board of directors may increase the
annual benefit under this Section 2.2.1, but any increase
shall require recalculation of Schedule A.
2.2.2 PAYMENT OF BENEFIT. Beginning with the month after the Normal
Retirement Age, the Bank shall pay the annual benefit to the
Executive in 12 equal monthly installments on the first day of
each month. The annual benefit shall be paid to the Executive
for 15 years.
2.3 DISABILITY BENEFIT. If the Executive terminates employment because
of Disability before the Normal Retirement Age, the Bank shall pay to the
Executive the benefit described in this Section 2.3 instead of any other benefit
under this Agreement.
2.3.1 AMOUNT OF BENEFIT. The benefit under this Section 2.3 is the
Disability Annual Benefit amount set forth in Schedule A for
the Plan Year ending immediately before the date on which
Termination of Employment occurs (except that during the first
Plan Year the benefit is the amount set forth
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for Plan Year 1). In its sole discretion, the Bank's Board of
Directors may increase the annual benefit under this Section
2.3.1, but any increase shall require recalculation of
Schedule A.
2.3.2 PAYMENT OF BENEFIT. Beginning with the month after Normal
Retirement Age, the Bank shall pay the Disability Annual
Benefit amount to the Executive in 12 equal monthly
installments on the first day of each month. The annual
benefit shall be paid to the Executive for 15 years.
2.4 CHANGE-IN-CONTROL BENEFIT. If the Executive's employment with the
Bank terminates involuntarily within 12 months after a Change in Control, or if
the Executive terminates employment voluntarily for Good Reason within 12 months
after a Change in Control, the Bank shall pay to the Executive the benefit
described in this Section 2.4 instead of any other benefit under this Agreement.
However, no benefits shall be payable under this Agreement if the Executive's
employment is terminated under Article 5 of this Agreement.
2.4.1 AMOUNT OF BENEFIT. The benefit under this Section 2.4 is
determined by vesting the Executive in the Normal Retirement
Age Accrual Balance ($769,395) required by Section 2.1,
without reduction for the time value of money or other
discount. In its sole discretion, the Bank's board of
directors may increase the benefit under this Section 2.4.1,
but any increase shall require recalculation of Schedule A.
2.4.2 PAYMENT OF BENEFIT: The Bank shall pay the Change-in-Control
benefit under Section 2.4 of this Agreement to the Executive
in one lump sum within three days after the Executive's
Termination of Employment.
2.5 PETITION FOR PAYMENT OF VESTED NORMAL RETIREMENT BENEFIT, VESTED
EARLY TERMINATION BENEFIT OR VESTED DISABILITY BENEFIT. If the Executive is
entitled to the normal retirement benefit provided by Section 2.1, the Early
Termination benefit provided by Section 2.2, or the Disability benefit provided
by Section 2.3, the Executive may petition the board of directors to have the
Accrual Balance amount corresponding to that particular benefit paid to the
Executive in a single lump sum after (1) deduction of any normal retirement
benefits, Early Termination benefits or Disability benefits already paid and (2)
addition of interest at the rate of 7.0% on the Accrual Balance not yet paid for
the period from Termination of Employment to payment of the lump sum amount. The
board of directors shall have sole and absolute discretion about whether to pay
the remaining Accrual Balance in a lump sum. If payment of the remaining Accrual
Balance is paid in a single lump sum, the Bank shall have no further obligations
under this Agreement.
2.6 CHANGE-IN-CONTROL PAYOUT OF VESTED NORMAL RETIREMENT BENEFIT,
VESTED EARLY TERMINATION BENEFIT OR VESTED DISABILITY BENEFIT BEING PAID TO THE
EXECUTIVE AT THE TIME OF A CHANGE IN CONTROL. If a Change in Control occurs at
any time during the entire 15-year salary continuation benefit payment period
and if at the time of that Change in Control the Executive is receiving the
benefit provided by Section 2.1.2, Section 2.2.2, or Section 2.3.2, the Bank
shall pay the remaining salary continuation benefits to the Executive, the
Executive's beneficiaries, or the Executive's estate in a lump sum within three
days after the Change in Control. The lump-sum payment due to the Executive,
beneficiaries, or estate as a result of a Change in Control shall be an amount
equal to the Accrual Balance amount corresponding to that particular benefit
then being paid to the Executive, beneficiaries, or estate under Section 2.1.2,
Section 2.2.2, or Section 2.3.2 after (1) deduction of any normal retirement
benefits, Early Termination benefits, or Disability benefits already paid and
(2) addition of interest at the rate of 7.0% on the Accrual Balance not yet paid
for the period from Termination of Employment to payment of the lump sum amount.
2.7 CONTRADICTION IN TERMS OF AGREEMENT AND SCHEDULE A. If there is a
contradiction in the terms of this Agreement and the Schedule A attached hereto
concerning the benefits due under Section 2.2, 2.3, or 2.4 hereof, then the
actual amount of benefits prescribed by this Agreement shall control.
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ARTICLE 3
DEATH BENEFITS
3.1 DEATH DURING ACTIVE SERVICE. Except as provided in Section 5.1, if
the Executive dies in active service to the Bank before Normal Retirement Age,
instead of any benefit payable under this Agreement the Bank shall pay to the
Executive's beneficiary(ies) the benefit described in the Executive Survivor
Income Agreement attached to this Agreement as Addendum A.
3.2 DEATH DURING BENEFIT PERIOD. If the Executive dies after benefit
payments under Article 2 of this Agreement have commenced but before receiving
all such payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary(ies) at the same time and in the same amounts they would have been
paid to the Executive had the Executive survived.
3.3 DEATH AFTER TERMINATION OF EMPLOYMENT BUT BEFORE BENEFIT PAYMENTS
COMMENCE. If the Executive is entitled to benefit payments under Article 2 but
dies before payments commence, the benefits shall be payable to the Executive's
beneficiary(ies), but payments shall commence on the first day of the month
after the date of the Executive's death. Payments shall be made in the same
amounts they would have been paid to the Executive had the Executive survived.
3.4 PETITION FOR BENEFIT PAYMENTS. If the Executive dies before
receiving any or all benefit payments to which he or she is entitled under
Section 2.1, Section 2.2, or Section 2.3, the Executive's beneficiary(ies) or
estate may petition the Board of Directors to have the Accrual Balance
corresponding to that particular benefit paid to the Executive's
beneficiary(ies) or estate in a single lump sum after (1) deduction of any
normal retirement benefits, Early Termination benefits, or Disability benefits
already paid and (2) addition of interest at the rate of 7.0% on the Accrual
Balance not yet paid for the period from the Executive's Termination of
Employment to payment of the lump sum amount. The board of directors shall have
sole and absolute discretion about whether to pay the remaining Accrual Balance
in a lump sum. If payment of the remaining Accrual Balance is paid in a single
lump sum, the Bank shall have no further obligations under this Agreement.
3.5 CHANGE-IN-CONTROL PAYOUT OF VESTED NORMAL RETIREMENT BENEFIT,
VESTED EARLY TERMINATION BENEFIT OR VESTED DISABILITY BENEFIT BEING PAID TO THE
EXECUTIVE'S ESTATE OR BENEFICIARIES AT THE TIME OF A CHANGE IN CONTROL. If a
Change in Control occurs at any time during the entire 15-year salary
continuation benefit payment period and if at the time of that Change in Control
the Executive's estate or beneficiaries is receiving the benefit provided by
Section 2.1.2, Section 2.2.2, or Section 2.3.2, the Bank shall pay the remaining
salary continuation benefits to the Executive's beneficiaries or estate in a
lump sum within three days after the Change in Control. The lump-sum payment due
to the Executive's beneficiaries or estate as a result of a Change in Control
shall be an amount equal to the Accrual Balance amount corresponding to that
particular benefit then being paid to the Executive's estate or beneficiaries
under Section 2.1.2, Section 2.2.2, or Section 2.3.2 after (1) deduction of any
normal retirement benefits, Early Termination benefits, or Disability benefits
already paid and (2) addition of interest at the rate of 7.0% on the Accrual
Balance not yet paid for the period from Termination of Employment to payment of
the lump sum amount.
ARTICLE 4
BENEFICIARIES
4.1 BENEFICIARY DESIGNATIONS. The Executive shall designate a
beneficiary or beneficiaries by filing a written designation with the Bank. The
Executive may revoke or modify the designation at any time by filing a new
designation. However, designations will be effective only if signed by the
Executive and accepted by the Bank during the Executive's lifetime. The
Executive's beneficiary designation shall be deemed automatically revoked if the
beneficiary predeceases the Executive, or if the Executive names a spouse as
beneficiary and the marriage is subsequently dissolved. If the Executive dies
without a valid beneficiary designation, all payments shall be made to the
Executive's estate.
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4.2 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 such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person. The Bank may require such proof
of incapacity, minority or guardianship as the Bank deems appropriate before
distribution of the benefit. Distribution shall completely discharge the Bank
from all liability for such benefit.
ARTICLE 5
GENERAL LIMITATIONS
5.1 SUICIDE OR MISSTATEMENT. The Bank shall not pay any benefit under
this Agreement if the Executive commits suicide within three years after the
date of this Agreement. Additionally, the Bank shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on
any application or resume provided to the Bank, or on any application for any
benefits provided by the Bank to the Executive.
5.2 REMOVAL. If the Executive is removed from office or permanently
prohibited from participating in the conduct of 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.
5.3 INSOLVENCY. If the Commissioner of the Oregon Department of Banking
appoints the Federal Deposit Insurance Corporation as receiver for the Bank
under Oregon Revised Statutes section 711.405, all obligations under this
Agreement shall terminate as of the date of the Bank's declared insolvency.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 CLAIMS PROCEDURE. A person or beneficiary ("claimant") who has not
received benefits under the 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 Bank a written claim for the benefits.
6.1.2 TIMING OF BANK RESPONSE. The Bank shall respond to such
claimant within 90 days after receiving the claim. If the Bank
determines that special circumstances require additional time
for processing the claim, the Bank can extend the response
period by an additional 90 days by notifying the claimant in
writing, prior to the end of the initial 90-day period, that
an additional period is required. The notice of extension must
set forth 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 such
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
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6.1.3.5 A statement of the claimant's right to bring a civil
action under ERISA (Employees Retirement Income
Security Act) 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, 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 such information was submitted or considered in the
initial benefit determination.
6.2.4 TIMING OF BANK RESPONSE. The Bank shall respond in writing to
such 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 can
extend the response period by an additional 60 days by
notifying the claimant in writing, prior to the end of the
initial 60-day period, that an additional period is required.
The notice of extension must set forth 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 reasons 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
MISCELLANEOUS
7.1 AMENDMENTS AND TERMINATION. This Agreement may be amended or
terminated only by a written agreement signed by the Bank and the Executive.
7.2 BINDING EFFECT. This Agreement shall bind the Executive and the
Bank, and their beneficiaries, survivors, executors, successors, administrators
and transferees.
7.3 NO GUARANTEE OF EMPLOYMENT. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Bank, nor does it interfere with the Bank's right to discharge
the Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
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7.4 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached, or encumbered in any manner.
7.5 SUCCESSORS; BINDING AGREEMENT. By an assumption agreement in form
and substance satisfactory to the Executive, the Bank will 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
extent that the Bank would be required to perform this Agreement if no such
succession had occurred. The Bank's failure to obtain such an assumption
agreement before the succession becomes effective shall be considered a breach
of this Agreement and shall entitle the Executive to the Change-in-Control
benefit provided in Section 2.4.
7.6 TAX WITHHOLDING. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
7.7 APPLICABLE LAW. Except to the extent preempted by the laws of the
United States of America, the validity, interpretation, construction, and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of Oregon, without giving effect to the principles of
conflict of laws of such state.
7.8 UNFUNDED ARRANGEMENT. The Executive and the Executive's
beneficiary(ies) are general unsecured creditors of the Bank for the payment of
benefits under this Agreement. The benefits represent the mere promise by the
Bank to pay such benefits. The rights to benefits are not subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive's life
is a general asset of the Bank to which the Executive and beneficiary(ies) have
no preferred or secured claim.
7.9 ADMINISTRATION. The Bank shall have the powers that are necessary
to administer this Agreement, including but not limited to the power to:
(a) interpret the provisions of the Agreement,
(b) establish and revise the method of accounting for the
Agreement,
(c) maintain a record of benefit payments, and
(d) establish rules and prescribe forms necessary or desirable
to administer the Agreement.
7.10 NAMED FIDUCIARY. The Bank shall be the named fiduciary and plan
administrator under this Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan,
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.
7.11 SEVERABILITY. If for any reason any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement, 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 in no way affect the remainder of
the 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.
7.12 HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Agreement.
7.13 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,
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return receipt requested, with postage prepaid, to the following addresses or to
such other address as either party may designate by like notice.
(a) If to the Bank, to: Board of Directors PremierWest Bank
X.X. Xxx 00 Xxxxxxx, Xxxxxx 00000-0000
(b) If to the Executive, to:
Xxxx X. Xxxxxx
___________________________
___________________________
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
7.14 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Bank and the Executive concerning the subject matter hereof. No
rights are granted to the Executive under this Agreement other than those
specifically set forth herein.
IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer
have signed this Agreement as of the day and year first written above.
EXECUTIVE THE BANK:
PREMIERWEST BANK
____________________________ By: ___________________________
Xxxx X. Xxxxxx
Its: ___________________________
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BENEFICIARY DESIGNATION
PREMIERWESTBANK
SALARY CONTINUATION AGREEMENT
I designate the following as beneficiary of any death benefits under
this Salary Continuation Agreement:
Primary:
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Contingent:
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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.
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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: ________________________________
Date: ________________________________
Accepted by the Bank this _____day of _________________, 2002.
By: ________________________________
Title: ________________________________
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SCHEDULE A
PREMIERWEST BANK
SALARY CONTINUATION AGREEMENT
XXXX X. XXXXXX
PLAN YEAR EARLY TERMINATION DISABILITY ANNUAL
ENDING EXECUTIVE'S ANNUAL BENEFIT BENEFIT PAYABLE AT CHANGE-IN-CONTROL
PLAN DECEMBER AGE AT PLAN ACCRUAL PAYABLE AT NORMAL NORMAL BENEFIT PAYABLE IN A
YEAR 31, YEAR END BALANCE (1) RETIREMENT AGE (2) RETIREMENT AGE LUMP SUM
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1 2002 60 $ 20,251 $ 33,372 $ 33,372 $ 769,395
2 2003 61 $ 150,931 $ 40,491 $ 40,491 $ 769,395
3 2004 62 $ 298,448 $ 48,127 $ 48,127 $ 769,395
4 2005 63 $ 464,432 $ 56,308 $ 56,308 $ 769,395
5 2006 64 $ 650,658 $ 65,068 $ 65,068 $ 769,395
6 2007 65 $ 756,355 $ 78,949 $ 78,949 $769,395 (3)
7 2008 66 $ 723,630
8 2009 67 $ 688,788
9 2010 68 $ 651,689
10 2011 69 $ 612,189
11 2012 70 $ 570,131
12 2013 71 $ 525,351
13 2014 72 $ 477,671
14 2015 73 $ 426,905
15 2016 74 $ 372,852
16 2017 75 $ 315,300
17 2018 76 $ 254,022
18 2019 77 $ 188,776
19 2020 78 $ 119,307
20 2021 79 $ 45,339
21 2022 80 $ 0
(1) The accrual balance reflects payment at the beginning of each month during
retirement.
(2) Benefit is based on present value of the current payment stream of the
vested accrual balance using a standard discount rate (7.00%).
(3) Projected retirement occurs in July 2007 when the executive turns age 65.
The accrual balance at the end of July 2007 will be $769,395.
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