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EXHIBIT 10(e) - SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
REPLACEMENT AND RESTATED
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
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THIS AGREEMENT, made and entered into as of the 16th day of August,
1995, by and between NATIONAL CITY BANCSHARES, INC. ("BANCSHARES"), an Indiana
corporation, and XXXX X. XXXXXXX ("XXXXXXX");
WITNESSETH:
THAT WHEREAS, XXXXXXX is employed by The National City Bank of
Evansville ("NATIONAL CITY"), a wholly owned subsidiary of BANCSHARES; and
WHEREAS, the Parties anticipate that XXXXXXX will, on or about January
1, 1996, become employed by BANCSHARES as its Chairman and Chief Executive
Officer; and
WHEREAS, under date of May 6, 1994, NATIONAL CITY entered into an
agreement in writing ("Supplemental Retirement Benefit Agreement") with
XXXXXXX, providing him, in addition to his regular Retirement Benefits, with a
nonqualified supplemental retirement benefit in the nature of deferred
compensation; and
WHEREAS, to encourage XXXXXXX'x continued employment with either
BANCSHARES or its Affiliates, BANCSHARES has agreed to establish a replacement
nonqualified supplemental retirement benefit similar to that provided XXXXXXX
by NATIONAL CITY;
NOW, THEREFORE, for and in consideration of the mutual advantages
expected to be derived by the Parties by reason of XXXXXXX'x continued
employment by either BANCSHARES or any of its Affiliates, the Parties have
agreed as follows:
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1. INTERPRETATION AND GENERAL. Unless otherwise specified herein
to the contrary, the following terms shall have the following meanings in and
for the purposes of this Agreement:
(a) "Affiliate(s)" means a subsidiary of BANCSHARES,
including NATIONAL CITY.
(b) "Agreement," "hereof," "herein" and words of similar
import have reference to this Agreement as a whole and
not to any particular section, subsection or clause
hereof.
(c) "BANCSHARES" means NATIONAL CITY BANCSHARES, INC., an
Indiana corporation, and its successors in interest.
(d) "Deferred Compensation" means the periodic payments to
XXXXXXX called for by the terms of this Agreement.
(e) "Disability" means, if XXXXXXX is covered by a policy
of disability insurance furnished him by BANCSHARES or
an Affiliate, total disability as defined in such
policy without regard to any waiting period; but if he
is not covered by such a policy, Disability means a
sickness, accident or injury which, in the judgment
of a physician selected by BANCSHARES, will prevent
XXXXXXX in the foreseeable future from performing
substantially all of the normal duties of his
employment.
(f) "XXXXXXX" means the said XXXX X. XXXXXXX.
(g) "Party" or "Parties" means BANCSHARES, XXXXXXX or
both of them, as the context may require.
(h) "Regular Retirement Benefits" means those qualified
retirement benefits provided for XXXXXXX as an employee
of either BANCSHARES or an Affiliate.
(i) "Retirement" means any voluntary termination of
XXXXXXX'x full-time employment with either BANCSHARES
or any Affiliate on or after October 19, 1997, or an
earlier termination by reason of his Disability.
(j) "Year" means the calendar year.
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All headings set forth herein are included for convenience of reference only
and shall not affect the interpretation hereof. The singular of any noun or
pronoun shall, when used herein, include the plural, the plural the singular
and any gender all other genders.
2. TERMINATION OF PRIOR AGREEMENT. The Supplemental Retirement
Benefit Agreement dated May 6, 1994, between NATIONAL CITY and XXXXXXX is
hereby terminated in all respects and replaced and restated in its entirety by
this Agreement.
3. BANCSHARES' OBLIGATION FOR DEFERRED COMPENSATION. As
additional compensation for XXXXXXX'x services prior to Retirement, and in
addition to XXXXXXX'X Regular Retirement Benefits, and as a further inducement
to XXXXXXX to remain in the employ of either BANCSHARES or an Affiliate until
Retirement, BANCSHARES shall, commencing November 1, 1998 (but only if XXXXXXX
has been continuously in the employ of BANCSHARES or an Affiliate until
Retirement), pay or cause him to be paid Deferred Compensation at the rate of
Twenty-five Thousand Dollars ($25,000.00) per Year for the balance of his
lifetime.
4. PAYMENT OF DEFERRED COMPENSATION. The Deferred Compensation
shall be paid in installments at such payroll periods and in like manner as may
be uniformly established from time to time by BANCSHARES for the compensation
of its salaried employees. If, in the opinion of the Board of Directors of
BANCSHARES, XXXXXXX is at any time under legal disability or is otherwise
incapacitated in such a way as to be unable to manage his financial affairs,
the Deferred Compensation may be paid from time to time in such of the
following manners as the Board of Directors of BANCSHARES may deem best,
namely:
(i) directly to XXXXXXX, regardless of competency;
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(ii) to XXXXXXX'x legally appointed guardian or conservator;
(iii) to any relative or friend of XXXXXXX selected by
BANCSHARES, or to any person having his physical
custody for the use by such relative, friend or other
person for his care and support; or
(iv) by direct payment by BANCSHARES for the care and
support of XXXXXXX. The receipt by any one of any
portion of the Deferred Compensation to whom payment is
so made shall be a complete discharge of BANCSHARES for
such payment.
5. GENERAL OBLIGATION OF BANCSHARES. The Deferred Compensation
is and shall at all times remain an unfunded and unsecured general obligation
of BANCSHARES, and XXXXXXX shall at all times be deemed to be an unsecured
creditor of BANCSHARES in respect thereof. XXXXXXX shall at no time have any
right or claim to the Deferred Compensation except as and when due and payable
hereunder. Upon XXXXXXX'x death, BANCSHARES' obligation to make further
payments of the Deferred Compensation shall terminate as of the date of the
payroll period ending immediately following his death, and without proration.
All rights to the Deferred Compensation are personal to XXXXXXX, and neither
this Agreement nor any right or interest of XXXXXXX arising hereunder is
subject to any voluntary or involuntary alienation, transfer, assignment or
anticipation, nor to garnishment, attachment or other claims of creditors.
6. BANCSHARES' AUTHORIZATION TO WITHHOLD. BANCSHARES shall
deduct and withhold from each payment of the Deferred Compensation any and all
amounts which may be required by applicable law or regulation; and XXXXXXX, on
behalf of himself, his heirs and legatees, releases BANCSHARES and agrees to
indemnify BANCSHARES and hold it harmless from any liability by reason of any
determination made by it in good faith as to BANCSHARES' obligation to make any
such deduction or
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withholding, and from any liability to any governmental authority for failing
to so deduct or withhold.
7. NOTICES. Any notices, requests, elections or other
communications required or permitted to be given hereunder shall be in writing
and shall be delivered by hand or courier (including Federal Express and other
such courier services) or deposited with the United States Postal Service for
delivery by registered or certified mail, return receipt requested, postage
fully prepaid and properly addressed to the Party to whom the communication is
directed at its address set forth below:
TO XXXXXXX: Xx. Xxxx X. Xxxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
TO BANCSHARES: National City Bancshares, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
ATTENTION: PRESIDENT
Any such notice, request, election or other communication shall be considered
given on the date of such hand or courier delivery or deposit with the United
States Postal Service, and shall be considered received on the date of hand or
courier delivery or on the third (3rd) day following deposit with the United
States Postal Service in the manner provided above. Rejection or other refusal
to accept or inability to deliver because of a changed address as to which no
notice was given shall nevertheless be deemed to have been received by the
addressee. Either Party may by like notice at any time, and from time to time,
designate a different address to which communications shall be sent.
8. APPLICABLE LAW. This Agreement shall be governed and
construed in accordance with the laws of the state of Indiana. Venue of any
action brought by either
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Party in respect of this Agreement is placed in any of the courts of general
jurisdiction of Vanderburgh County, Indiana.
9. ENFORCEMENT COSTS. If it becomes necessary for either Party
to file suit against the other for the purpose of enforcing rights hereunder,
the prevailing Party shall be entitled to receive judgment against the other,
in addition to whatever relief is granted by the court, for his or its
attorney's fees and other costs and fees incurred in connection with either the
prosecution or defense of such suit.
10. MISCELLANEOUS. This Agreement may be modified only by an
agreement in writing executed by both of the Parties. Subject to the
prohibition against any assignment or alienation by XXXXXXX, this Agreement
shall be binding upon and shall inure to the benefit of both Parties and their
respective heirs, legal representatives, personal representatives, successors
and assigns. The waiver by either Party of a breach of the provisions hereof
shall not operate nor be construed as a waiver of any subsequent breach hereof.
WITNESS THE EXECUTION HEREOF as of the day and year first above
written.
"BANCSHARES"
NATIONAL CITY BANCSHARES, INC.
ATTEST:
BY: /s/ XXXXXX X XXXX
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Xxxxxx X. Xxxx, President
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, Secretary
"XXXXXXX"
/s/ XXXX X. XXXXXXX
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XXXX X. XXXXXXX
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