Exhibit 10(ad)
THE NATIONAL BANK OF SUSSEX COUNTY
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT ("Agreement") is made as of this 17th day of December,
1996, by and between THE NATIONAL BANK OF SUSSEX COUNTY (the "Bank"), and
Xxxxxxx X. Xxxxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is employed by the Bank; and
WHEREAS, the Bank is a wholly-owned subsidiary of High Point Financial
Corp.;
WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by such Executive and wishes to encourage continued employment; and
WHEREAS, the Bank and the Executive wish to provide the terms and
conditions upon which the Bank will pay such additional compensation to the
Executive after retirement or other termination of employment and/or death
benefits to his beneficiary after death; and
WHEREAS, the Bank and the Executive intend this Agreement to be
considered an unfunded arrangement maintained primarily to provide retirement
income for such Executive, who is a member of a select group of management or
highly compensated employees of the Bank, for tax purposes and for purposes of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, the Bank and the Executive agree as follows:
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Article 1.
Definitions
1.1 Definitions. Except where the context clearly indicates
otherwise, the following words and terms shall have the following meanings for
purposes of this Agreement:
1.1.1 "Bank" means The National Bank of Sussex County and its
successors.
1.1.2 "Benefit Percentage" means 72%.
1.1.3 "Board" means the Board of Directors of the Bank.
1.1.4 "Code" means the Internal Revenue Code of 1986, as
amended.
1.1.5 "Company" means High Point Financial Corp. and its
successors.
1.1.6 "Disability" means, if the Executive is covered by a
Bank-sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Executive is not covered by
such a policy, Disability means the Executive suffering a sickness, accident or
injury which, in the judgment of a physician satisfactory to the Bank, prevents
the Executive from performing substantially all of the Executive's normal duties
for the Bank. As a condition to any benefits under this Agreement, the Bank may
require from time to time the Executive to submit to such physical or mental
evaluations and tests as the Board of Directors deems appropriate.
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1.1.7 "Early Retirement Date" means the date on which the
Executive attains age 62 and completes 12 Years of Service.
1.1.8 "Final Pay" means the numerical average of the sum of
(i)+(ii)+(iii);
where (i) is the total annual base salary payable to the
Executive at the rate in effect on the day prior to the Executive's Termination
of Employment, and
where (ii) is the total annual base salary paid to the Executive
for the first full calendar year immediately prior to the calendar year in which
the Executive's Termination of Employment becomes effective as reported on the
Executive's Form W-2 for such full calendar year; provided, however, such total
annual base salary shall be reduced by any amount attributable to fringe
benefits, reimbursements and expenses which are required to be reported as
taxable income on the Executive's W-2 for such full calendar year, such as
personal use of a corporate vehicle, and
where (iii) is the total annual base salary paid to the
Executive for the second full calendar year preceding to the calendar year in
which the Executive's Termination of Employment becomes effective as reported on
the Executive's Form W-2 for such full calendar year; provided, however, such
total annual base salary shall be reduced by an amount attributable to fringe
benefits, reimbursements and expenses which are required to be reported as
taxable income on the Executive's W-2 for such full calendar year, such as
personal use of a corporate vehicle.
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Final Pay as determined above shall not be reduced for any
salary reduction contributions made: (i) to cash or deferred arrangements under
Section 401(k) of the Code sponsored by the Bank; (ii) to a cafeteria plan under
Section 125 of the Code sponsored by the Bank; or (iii) to a deferred
compensation plan that is not qualified under Section 401(a) of the Code
sponsored by the Bank. Final Pay shall not be increased by any bonuses,
reimbursed expenses, credits or benefits under any plan of deferred compensation
to which the Bank contributes, or any additional cash compensation or
compensation payable in a form other than cash.
1.1.9 "Normal Retirement Date" means the date on which the
Executive attains age 65 and completes 12 Years of Service.
1.1.10 "Plan Year" means the calendar year.
1.1.11 "Termination of Employment" means the Executive's
ceasing to be actively employed by the Bank for any reason whatsoever, voluntary
or involuntary, other than by reason of an approved leave of absence.
1.1.12 "Year of Service" means the computation period of twelve
consecutive months during which the Executive is employed on a full-time basis
by the Bank, inclusive of any approved leaves of absence. The initial
computation period shall begin on the Executive's date of hire and thereafter
the computation period shall shift to the Plan Year which includes the
anniversary of the date on which the Executive was first hired.
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1.1.13 "Change of Control" means any of the following events:
(i) a reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company or the Bank, or a similar
transaction in which the Company or the Bank is not the resulting entity; or
(ii) individuals who constitute the Incumbent Board (as herein
defined) of the Company or the Bank cease for any reason to constitute a
majority thereof; or
(iii) a change of control within the meaning of 12 C.F.R.
225.42; or
(iv) an event occurs of a nature that would be required to be
reported in response to Item 1 of the current report on the Company's Form 8-K,
as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or
(v) without limitation, a change in control shall be deemed
to have occurred at such time as any "person" (as the term is used in Section
13(d) and 14(d) of the Exchange Act) other than the Company or the trustees of
the Company sponsored employee stock ownership plan and trust or any other
employee benefit plan of the Company or the Bank established from time to time
is or becomes a "beneficial owner" (as defined in Rule 13-d under the Exchange
Act) directly or indirectly, of securities of the Company representing 25% or
more of the Company's outstanding securities ordinarily having the right to vote
at the election of the Board of Directors of the Company; or
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(vi) a proxy statement soliciting proxies from stockholders
of the Company is distributed by someone other than the current management of
the Company, seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to the plan or transaction are exchanged or converted
into cash or property or securities not issued by the Company.
For purposes of this Section, "Incumbent Board" means the Board
of Directors of the Company on the date hereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least three-quarter of the directors comprising the Incumbent
Board, or whose nomination for election by members or stockholders was approved
by the same nominating committee serving under an Incumbent Board, shall be
considered as though he were a member of the Incumbent Board.
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Article 2.
Lifetime Benefits
2.1 Normal Retirement Benefit. If the Executive terminates
employment on or after the Normal Retirement Date for any reason, the Bank shall
pay to the Executive the benefit described in this Section 2.1.
2.1.1 Amount of Benefit. The benefit under this Section 2.1
is one-twelfth of the Executive's Final Pay multiplied by the Benefit Percentage
which product is reduced by the amounts computed under 2.1.1.1, 2.1.1.2 and
2.1.1.3 below:
2.1.1.1 Social Security Benefits. One-half (1/2) of
the monthly unreduced primary (not family) retirement benefits under the United
States Social Security Act that the Executive would be eligible for if an
application for such benefits were made as of the Executive's 65th birthday,
assuming the Executive had earnings at or above the maximum contribution and
benefit base under Section 230 of the United States Social Security Act for his
working career (For purposes of this Section 2.1.1.1, if Executive's Termination
of Employment under this Agreement occurs prior to Executive's attainment of age
65 the calculation of the Social Security benefit under this Section 2.1.1.1
shall be based on the maximum social security benefit payable to an age 65 fully
insured individual as of the date of the Executive's Termination of Employment,
increased by 3% per year to the date the Executive would have attained age 65);
and
2.1.1.2 Company's Qualified Employee Stock Ownership
Plan Benefits. The monthly straight life annuity
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benefit the Executive would be entitled to receive under the Company's qualified
Employee Stock Ownership Plan determined by the number of shares due the
Executive multiplied by the average market bid price of the shares during the
last ten trading days, as reported by the weekly activity report from the
National Quotation Bureau Incorporated or such similar reporting service, prior
to the Executive's Termination of Employment assuming a single life expectancy
based on the Executive's then current age using the table published in treasury
regulation 1.72-9, Table V and further assuming an interest rate of 7.0%; and
2.1.1.3 Company's Qualified 401(k) Plan Benefits. The
monthly straight life annuity benefit the Executive would be entitled to receive
under the Company's qualified 401(k) Plan determined by the value accumulated as
of the Executive's Termination of Employment related to the Company's matching
funds only and not to the total value of the Executive's 401(k) entitlement
assuming a single life expectancy based on the Executive's then current age
using the chart published in treasury regulation 1.72-9, Table V and assuming an
interest rate of 7.0%.
2.1.2 Payment of Benefit. The Bank shall pay the benefit
determined under this Section 2.1 to the Executive on the first day of each
month commencing with the month following the Executive's Termination of
Employment on or after the Normal Retirement Date and continuing until the later
of (i) the Executive's death or (ii) the date on which the Bank has made 179
additional monthly payments as provided under this Article.
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2.1.3 Benefit Increases. Commencing on the first anniversary
of the first benefit payment, and continuing on each subsequent anniversary, the
benefit shall be increased by the percentage increase in the Consumer Price
Index for the calendar year ending immediately prior to said anniversary date
for the same period with a minimum annual increase of 3% and a maximum annual
increase of 5%.
2.2 Early Retirement Benefit. If the Executive terminates
employment after the Early Retirement Date but before the Normal Retirement
Date, and for reasons other than death or Disability, the Bank shall pay to the
Executive the benefit described in this Section 2.2.
2.2.1 Amount of Benefit. The benefit under this Section 2.2
is the benefit calculated under Section 2.1.1 as if the date of the Executive's
Termination of Employment were the Executive's Normal Retirement Date,
multiplied by a fraction, the numerator of which is the Executive's actual Years
of Service and the denominator is the Executive's Years of Service determined as
if the Executive had continued employment to the Normal Retirement Date.
2.2.2 Payment of Benefit. The Bank shall pay the benefit
under this Section 2.2 to the Executive on the first day of each month
commencing with the month following the Executive's Termination of Employment
and continuing until the later of (i) the Executive's death or (ii) the date on
which the Bank has made 179 additional monthly payments as provided under this
Article.
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2.2.3 Benefit Increases. Benefit payments determined under
this Section 2.2 shall be increased as provided in Section 2.1.3.
2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Bank shall pay to the
Executive the benefit described in this Section 2.3.
2.3.1 Amount of Benefit. The benefit under this Section 2.3
is the Normal Retirement Benefit calculated under Section 2.1.1 as if the date
of the Executive's Termination of Employment were the Executive's Normal
Retirement Date, multiplied by a fraction, the numerator of which is the
Executive's actual Years of Service and the denominator is the Executive's Years
of Service determined as if the Executive had continued employment to the Normal
Retirement Date.
2.3.2 Payment of Benefit. The Bank shall pay the benefit
under this Section 2.3 to the Executive on the first day of each month
commencing with the month following the Executive's Termination of Employment,
or later if Section 2.3.4 applies, and continuing until the earlier of (a) the
Executive's recovery from the Disability or (b) the later of (i) the Executive's
death or (ii) the date on which the Bank has made 179 additional monthly
payments as provided for under this Agreement.
2.3.3 Benefit Increases. Benefit payments determined under
this Section 2.3 shall be increased as provided in Section 2.1.3.
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2.3.4 Deferment of Payments. To the extent that the Executive
is covered under the Bank's Wage Continuation Plan (which is in effect on the
date benefit payments are to commence under this Agreement) and Executive
receives payments under such Plan, the payments due under this Section 2.3 will
be deferred until all payments due Executive under the Wage Continuation Plan
have been made. Such deferral of benefits does not reduce the number of payments
to be made under this Section 2.3.
2.4 Change of Control Benefits. If the Executive is in the active
service of the Bank and terminates employment, voluntarily or involuntarily,
other than on account of death, disability, or retirement within the six (6)
month period immediately preceding a Change in Control or at any time after a
Change in Control, the Bank shall pay to the Executive the benefit described in
this Section 2.4 in lieu of any other benefit under this Agreement. For purposes
of this Section 2.4, the Executive shall have the right for a period of twelve
(12) months following a Change of Control to elect to voluntarily terminate his
employment with the Bank in the event Executive is reassigned to a position of
lesser rank or status than that held prior to the Change of Control, or the
Executive's principal place of employment is relocated by more than thirty (30)
miles from its location prior to the Change of Control, or Executive's annual
compensation is reduced, or if there is a material reduction in other benefits
below what they were prior to the Change of Control, and in such event,
Executive shall be treated as if his employment had been involuntarily
terminated and not "For Cause," as defined in Section 5.1 hereof,
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and shall be entitled to receive the benefits provided for under this Section
2.4.
2.4.1 Amount of Benefit. The benefit under this Section 2.4
is the benefit calculated under Section 2.1.1 as if the date of the Executive's
Termination of Employment were the Executive's Normal Retirement Date,
multiplied by a fraction. The numerator of the fraction is the Executive's
actual Years of Service and the denominator of the fraction is the Executive's
Years of Service determined as if the Executive continued employment to the
Normal Retirement Date.
2.4.2 Payment of Benefit. The Bank shall pay the benefit to
the Executive on the first day of each month commencing with the month following
the Executive's Termination of Employment after the Change of Control and
continuing until the later of (i) the Executive's death or (ii) the date on
which the Bank has made 179 additional monthly payments as provided for under
this Agreement.
2.4.3 Benefit Increases. Benefit payments shall be increased
as provided in Section 2.1.3.
2.5 Early Termination Benefit. If the Executive terminates
employment before his Early Retirement Date for reasons other than death,
Disability or Change of Control, the Bank shall pay to the Executive the benefit
described in this Section 2.5.
2.5.1 Amount of Benefit. The benefit under this Section 2.5
is the benefit calculated under Section 2.1.1 as if the date of the Executive's
Termination of Employment were the Executive's Normal Retirement Date,
multiplied by a fraction, the
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numerator of which is the Executive's actual Years of Service and the
denominator is the Executive's Years of Service determined as if the Executive
had continued employment to his Normal Retirement Date.
2.5.2 Payment of Benefit. The Bank shall pay the benefit
under this Section 2.5 to the Executive on the first day of each month
commencing with the month following the Executive's attaining age sixty-five
(65) and continuing until 179 additional monthly payments have been made. If the
Executive terminates employment before his Early Retirement Date for reasons
other than Disability or Change of Control and dies prior to attaining age
sixty-five, the Bank shall pay the benefit under this Section 2.5 to the
Executive's named beneficiary under this Agreement on the first day of each
month commencing with the month following the Executive's death and continuing
until 179 additional monthly payments have been made.
2.5.3 Benefit Increases. Benefit payments determined under
this Section 2.5 shall be increased as provided in Section 2.1.3.
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Article 3.
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the
active service of the Bank, the Bank shall pay to the Executive's beneficiary or
beneficiaries, or his estate, as the case may be, the benefit described in this
Section 3.1.
3.1.1 Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Executive under Section 2.1
calculated as if the date of the Executive's death were the Normal Retirement
Date.
3.1.2 Payment of Benefit. The Bank shall pay the benefit to
the Beneficiary on the first day of each month commencing with the month
following the Executive's death and continuing until the Bank has made 179
additional monthly payments to the Executive's beneficiary.
3.1.3 Benefit Increases. Benefit payments shall be increased
as provided in Section 2.1.3.
3.2 Death During Benefit Period. If the Executive dies after
benefit payments have commenced under this Agreement but before receiving all
such payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
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Article 4.
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a
beneficiary 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 only be effective 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 surviving
spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incompetent, 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 incompetent person or incapable person. The Bank may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Bank from all liability with respect to such benefit.
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Article 5.
General Limitations
5.1 Termination For Cause. Notwithstanding any other provision of
this Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement if the Bank terminates the Executive's employment "For Cause." For
purposes of this Agreement, termination "For Cause" shall mean termination of
the Executive's employment because of the following:
5.1.1 Executive's gross negligence or gross neglect of duties;
or
5.1.2 Executive's conviction of a felony or of a gross
misdemeanor involving moral turpitude; or
5.1.3 Executive's personal dishonesty, fraud, incompetence,
willful violation of any significant Bank policy committed in connection with
the Executive's employment and resulting in an adverse effect on the Bank, any
breach of fiduciary duty involving personal profit, willful violation of any
law, rule, regulation (other than traffic violations or similar offenses) or
final cease and desist order, or any material breach of any material provision
of this Agreement. In determining incompetence, the acts or omissions shall be
measured against standards generally prevailing in the banking industry.
Notwithstanding the foregoing provisions of this Section 5.1, Executive shall
not be deemed to have been terminated "For Cause" unless and until there shall
have been delivered to him a copy of a resolution duly adopted by the
affirmative vote of not less than three-fourths of the members of the Board at a
meeting of
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the Board called and held for that purpose (after reasonable notice to Executive
and an opportunity for him, together with counsel, to be heard before the
Board), finding that in the good faith opinion of the Board, Executive was
guilty of conduct justifying termination "For Cause" and specifying the
particulars thereof in detail. The Executive shall not have the right to receive
any benefits under this Agreement for any period after termination For Cause.
5.2 Suicide or Misstatement. No benefits shall be payable if the
Executive commits suicide within two years after the date of this Agreement, or
if the Executive has made any material misstatement of fact on any application
for life insurance purchased by the Bank.
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Article 6.
Claims and Review Procedures
6.1 Claims Procedure. The Bank shall notify the Executive or
Executive's beneficiary in writing, within ninety (90) days of his written
application for benefits of his eligibility or ineligibility for benefits under
the Agreement. If the Bank determines that the Executive or his beneficiary is
not eligible for benefits or full benefits, the notice shall set forth (i) the
specific reasons for such denial, (ii) a specific reference to the provisions of
the Agreement on which the denial is based, (iii) a description of any
additional information or material necessary for the claimant to perfect his
claim, and a description of why it is needed, and (iv) an explanation of the
Agreement's claims review procedure and other appropriate information as to the
steps to be taken if the Executive or his beneficiary wishes to have the claim
reviewed. If the Bank determines that there are special circumstances requiring
additional time to make a decision, the Bank shall notify the Executive or his
beneficiary of the special circumstances and the date by which a decision is
expected to be made and may extend the time for up to an additional ninety-day
period.
6.2 Review Procedure. If the Executive or his beneficiary is
determined by the Bank not to be eligible for benefits, or if the Executive or
his beneficiary believes that he is entitled to greater or different benefits,
the Executive or his beneficiary shall have the opportunity to have such claim
reviewed by the Bank by filing a petition for review with the Bank within sixty
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(60) days after receipt of the notice issued by the Bank. Said petition shall
state the specific reasons which the Executive or his beneficiary believes
entitle him to benefits or to greater or different benefits. Within sixty (60)
days after receipt by the Bank of the petition, the Bank shall afford the
Executive or his beneficiary (and counsel, if any) an opportunity to present
his position to the Bank orally or in writing, and the Executive or his
beneficiary (or counsel) shall have the right to review the pertinent
documents. The Bank shall notify the Executive or his beneficiary of its
decision in writing within the sixty-day period, stating specifically the basis
of its decision, and the specific provisions of the Agreement on which the
decision is based. If, because of the need for a hearing, the sixty-day period
is not sufficient, the decision may be deferred for up to another sixty-day
period at the election of the Bank, but notice of this deferral shall be given
to the Executive or his beneficiary.
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Article 7.
Amendments and Termination
7.1 Generally. (a) This Agreement may not be modified, amended or
terminated except by an instrument in writing signed by the Bank and the
Executive. Notwithstanding the foregoing, the Bank may, at any time in its
sole and absolute discretion, accelerate the payment of full benefits under the
Plan to Executive or his beneficiary. If such payment of full benefits is
accelerated, the computation of a single sum to be paid will be determined as
follows: i) the monthly benefit, if not already determined, will be determined
under the appropriate paragraph of Article 2 herein, ii) the single sum benefit
will be determined by computing the present value of the projected stream of
benefit payments using a discount rate of six percent (6.00%), iii) the single
sum benefit will be determined by computing the present value of the projected
stream of benefit payments using an expected life of the Executive as
determined by the table published in Treasury Regulation 1.72-9, Table V or, if
are to be made to the Executive's beneficiary, for the remaining months of
payments to be made under this Agreement, and iv) the calculation will assume
an annual benefit increase of four percent (4.00%).
(b) No term or condition of this Agreement shall be deemed
to have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Agreement, except by written instrument of the party
charged with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each
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such waiver shall operate only as to the specific term or condition waived and
shall not constitute a waiver of such term or condition for the future or as to
any act other than that specifically waived.
7.2 Exception. Notwithstanding the provisions of Section 7.1, any
and all provisions contained herein shall be consistent and comply with
applicable laws and regulations enacted or promulgated both before and after the
execution of this Agreement. To the extent that any such provision in this
Agreement is inconsistent or in noncompliance with applicable laws or
regulations, that part which is inconsistent or in noncompliance shall be deemed
void. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
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Article 8.
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Bank, Executive
and their beneficiaries, survivors, executors, administrators, transferees, and
successors. The Bank and the Company shall require any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to
all or substantially all the business or assets of the Bank, or the Company,
expressly and unconditionally to assume and agree to perform the Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such succession or assignment had
taken place.
8.2 No Guaranty 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.
8.3 Non-Transferability. Neither the Executive nor any beneficiary
under this Agreement shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in
advance any of the benefits payable hereunder, nor shall any of said benefits be
subject to seizure for the payment of any debts, judgments, alimony or separate
maintenance owed by the Executive or his beneficiary, nor be transferable by
operation of law in the event of
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bankruptcy, insolvency or otherwise. In the event the Executive or any
beneficiary attempts assignment, communication, hypothecation, transfer or
disposal of the benefits hereunder, the Bank's obligations hereunder shall
forthwith cease and terminate.
8.4 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. This Agreement and all rights hereunder shall
be governed by and construed according to the laws of New Jersey, except to the
extent preempted by the laws of the United States of America.
8.6 Unfunded Arrangement. The Executive and his beneficiary 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 have no preferred or
secured claim.
8.7 Entire Agreement. This Agreement constitutes the entire general
agreement between the Bank and the Executive as to the subject matter hereof.
No rights are granted to the Executive by virtue of this Agreement other than
those specifically set forth herein.
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8.8 Administration. The Bank shall have powers which are necessary
to administer this Agreement, including but not limited to:
8.8.1 Interpreting the provisions of the Agreement;
8.8.2 Establishing and revising the method of accounting for
the Agreement.
8.8.3 Maintaining a record of benefit payments; and
8.8.4 Establishing rules and prescribing any forms necessary
or desirable to administer the Agreement.
8.8.5 No Fiduciary Relationship. Neither this Agreement, nor
any action taken by the Board or the Bank, shall create or be deemed to create a
trust or fiduciary relationship of any kind between the Company or the Bank and
the Executive or his beneficiary, or any other person.
8.8.6 Gender and Number. References to the male gender shall
include the female gender unless the context requires otherwise. Words importing
the singular number shall include the plural and vice versa.
8.8.7 Titles and Headings. The titles to articles and
headings of sections of this Agreement are for convenience of reference and, in
case of any conflict, the text of the Agreement, rather than such titles and
headings, shall control.
8.9 Payment of Legal Fees. All reasonable legal fees paid or
incurred by Executive or his beneficiaries pursuant to any dispute or question
of interpretation or amount of benefits relating to this Agreement shall be paid
or reimbursed by the
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Bank if the Executive or his beneficiaries are successful on the merits pursuant
to a legal judgment, arbitration or settlement.
8.10 Severability. If, for any reason, any provision of this
Agreement, or any part of any provision, is held invalid, such invalidity shall
not affect any other provision of this Agreement or any part of such provision
not held so invalid, and each such other provision and part thereof shall to the
full extent consistent with law continue in full force and effect.
IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer
have signed this Agreement as of the date first written above.
EXECUTIVE BANK
The National Bank of Sussex County
\Xxxxxxx X. Xxxxxxxxx By: \Xxxxxxx X. Xxxx
--------------------- ------------------
Name: Xxxxxxx X. Xxxx
Title: Chairman of the Board
AGREED AND CONSENTED TO:
HIGH POINT FINANCIAL CORP.
By:\Xxxxxxx X. Xxxx
------------------
Name: Xxxxxxx X. Xxxx
Title: Chairman of the Board
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