EXHIBIT 10.3
WEST POINTE BANK AND TRUST COMPANY
SUPPLEMENTAL LIFE INSURANCE AGREEMENT
THIS SUPPLEMENTAL LIFE INSURANCE AGREEMENT (the "Agreement") is adopted
this 30th day of December, 2005, by and between WEST POINTE BANK AND TRUST
COMPANY, a state-chartered commercial bank located in Belleville, Illinois (the
"Company"), and XXXXXX X. XXXXXXX (the "Executive").
The purpose of this Agreement is to retain and reward the Executive, by
dividing the death proceeds of certain life insurance policies which are owned
by the Company on the life of the Executive with the designated beneficiary of
the Executive. The Company will pay the life insurance premiums from its general
assets.
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings specified:
1.1 "Beneficiary" means each designated person, or the estate of the
deceased Executive, entitled to benefits, if any, upon the death of the
Executive.
1.2 "Beneficiary Designation Form" means the form established from time to
time by the Plan Administrator that the Executive completes, signs, and
returns to the Plan Administrator to designate one or more
Beneficiaries.
1.3 "Board" means the Board of Directors of the Company as from time to time
constituted.
1.4 "Change in Control" means a change in the ownership or effective control
of the Company, or in the ownership of a substantial portion of the
assets of the Company, as such change is defined in Section 409A of the
Code and regulations thereunder.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Company's Interest" means the benefit set forth in Section 2.1.
1.7 "Executive's Interest" means the benefit set forth in Section 2.2.
1.8 "Insurer" means the insurance company issuing the Policy on the life of
the Executive.
1.9 "Net Death Proceeds" means the total death proceeds of the Policy minus
the greater of (i) the cash surrender value or (ii) the aggregate
premiums paid by the Company.
1.10 "Plan Administrator" means the plan administrator described in Article
11.
1.11 "Policy" or "Policies" means the individual insurance policy or policies
adopted by the Company for purposes of insuring the Executive's life
under this Agreement.
1.12 "Separation from Service" means that the Executive's service, as an
employee and independent contractor, to the Company and any member of a
controlled group as defined
EXHIBIT 10.3
in Section 414 of the Code to which the Company belongs, has terminated
for any reason, other than by reason of a leave of absence approved by
the Company or the death of the Executive.
1.13 "Vested Insurance Benefit" means the Company will provide the Executive
with continued insurance coverage from the date of vesting until death,
subject to the forfeiture provisions detailed in Section 3.2. Article 3
explains how the Executive achieves vested status.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company's Interest. The Company shall own the Policies and shall have
the right to exercise all incidents of ownership and, subject to Article
4, the Company may terminate a Policy without the consent of the
Executive. The Company shall be the beneficiary of the remaining death
proceeds of the Policies after the Executive's Interest is determined
according to Section 2.2 below.
2.2 Executive's Interest. The Executive, or the Executive's assignee, shall
have the right to designate the Beneficiary of an amount of death
proceeds as specified in Section 2.2.1 or 2.2.2. The Executive shall
also have the right to elect and change settlement options with respect
to the Executive's Interest by providing written notice to the Company
and the Insurer.
2.2.1 Death Prior to Separation from Service. If the Executive dies
while employed by the Company, the Executive's Beneficiary shall
be entitled to a benefit equal to one hundred fifty thousand
dollars ($150,000), provided that such benefit shall not exceed
the Net Death Proceeds.
2.2.2 Death After Separation from Service. If, pursuant to Article 3,
the Executive has a Vested Insurance Benefit at the date of
death, the Executive's Beneficiary shall be entitled to a
benefit equal to one hundred fifty thousand dollars ($150,000),
provided that such amount shall not exceed the Net Death
Proceeds. If the Executive has not achieved a Vested Insurance
Benefit on the date of death, the Beneficiary will not be
entitled to a benefit under this Agreement.
ARTICLE 3
VESTING
3.1 Vested Insurance Benefit. The Executive shall have a Vested Insurance
Benefit equal to the amount specified in Section 2.2 at the earliest of
the following events:
3.1.1 Attainment of age sixty five (65) while in the employ of the
Company
3.1.2 A Change of Control while employed by the Company; or
3.1.3 Adoption, by the Board at its discretion, of a resolution
entitling the Executive to the Vested Insurance Benefit in
Section 2.2 under circumstances not otherwise addressed in this
Section 3.1.
EXHIBIT 10.3
3.2 Forfeiture of Benefit. Notwithstanding the provisions of Section 3.1,
the Executive will forfeit his or her Vested Insurance Benefit if: (i)
the Executive vested pursuant to Section 3.1.2 and becomes gainfully
employed by an entity other than the Company; or (ii) the Executive
provides written notice to the Company declining further participation
in the Agreement.
ARTICLE 4
COMPARABLE COVERAGE
4.1 Option to Purchase. The Company shall not sell, surrender or transfer
ownership of the Policy while this Agreement is in effect without first
giving the Executive or the Executive's transferee the option to
purchase the Policy by one of the methods specified below for a period
of sixty (60) days from written notice of such intention. This provision
shall not impair the right of the Company to terminate this Agreement.
4.1.1 Full Policy Purchase. If the Company elects to terminate the
Agreement the Executive or his/her transferee shall have the
right to purchase the Policy from the Company. The purchase
price shall be an amount equal to the cash surrender value of
the Policy. Upon receipt of such purchase price, the Company
shall assign ownership of the Policy to the Executive or his/her
transferee and relinquish all existing rights to the Policy.
4.1.2 Net Death Proceeds Purchase. If the Company elects to terminate
the Agreement the Executive or his/her transferee shall have the
right to purchase the Executive's Interest in the Policy as
identified in Section 2.2 above. The Company shall withdraw the
Policy's cash surrender value and assign ownership of the Policy
to the Executive or his/her transferee. The Executive or his/her
transferee shall thereafter assume responsibility for any fees
and/or cost of insurance charges (the "Policy Expenses") as
necessary to sustain the Policy. If the Executive or his/her
transferee incurs Policy Expenses, the Company shall annually
reimburse the equal to the annual Policy Expenses divided by one
minus the Executive's combined marginal income tax rate for the
calendar year immediately preceding such payment. The Company's
reimbursement payment shall be made within 30 days following
receipt by the Company of evidence of the payment of the Policy
Expenses. The Company's obligation to make reimbursement
payments will automatically terminate upon the Executive's
Separation from Service prior to Normal Retirement Age. If the
Executive's Separation from Service occurs at or after Normal
Retirement Age, reimbursement payments shall continue until the
Executive's death.
4.2 Comparable Coverage. Nothing herein negates the Company's right to amend
or terminate this Agreement under Article 10. The Company is not
obligated to provide any additional resources to maintain the Policy in
full force and effect. In addition, the Company may replace each Policy
with a comparable insurance policy to cover the benefit provided under
this Agreement and the Company and the Executive shall execute a new
Split-Dollar Policy Endorsement for each new Policy. The cash surrender
value and any additional death proceeds exclusive of those designated in
Section 2.2 above for each new Policy or any comparable policy shall be
subject to the claims of the
EXHIBIT 10.3
Company's creditors. In the event that the Company decides to maintain
the Policy after the Executive's rights under this Agreement are
terminated, the Company shall be the direct beneficiary of the entire
death proceeds of the Policy.
4.3 Change in Control. Upon Separation from Service following a Change in
Control, the Company shall maintain the Policy in full force and effect
and in no event shall the Company amend, terminate, or otherwise
abrogate the Executive's interest in the Policy. However, the Company
may replace the Policy with a comparable insurance policy to cover the
benefit provided under this Agreement. The cash surrender value and any
additional death proceeds exclusive of those designated in Section 2.2
above for the Policy or any comparable policy shall be subject to the
claims of the Company's creditors.
ARTICLE 5
PREMIUMS AND IMPUTED INCOME
5.1 Premium Payment. The Company shall pay all premiums due on all Policies.
5.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Executive based on the life insurance premium factor
for the Executive's age multiplied by the aggregate death benefit
payable to the Beneficiary. The "life insurance premium factor" is the
minimum factor applicable under guidance published pursuant to Treasury
Reg. Section 1.61-22(d)(3)(ii) or any subsequent authority.
5.3 Imputed Income. The Company shall impute the economic benefit to the
Executive on an annual basis, by adding the economic benefit to the
Executive's W-2, or if applicable, Form 1099.
ARTICLE 6
BENEFICIARIES
6.1 Beneficiary. The Executive shall have the right, at any time, to
designate a Beneficiary(ies) to receive any benefits payable under the
Agreement upon the death of the Executive. The Beneficiary designated
under this Agreement may be the same as or different from the
beneficiary designation under any other Agreement of the Company in
which the Executive participates.
6.2 Beneficiary Designation; Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Company or its designated agent. 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. The Executive shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Company's rules and procedures, as
in effect from time to time. Upon the acceptance by the Company of a new
Beneficiary Designation Form, all Beneficiary designations previously
filed shall be cancelled. The Company shall be entitled to rely on the
last Beneficiary Designation Form filed by the Executive and accepted by
the Company prior to the Executive's death.
EXHIBIT 10.3
6.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing
by the Company or its designated agent.
6.4 No Beneficiary Designation. If the Executive dies without a valid
designation of beneficiary, or if all designated Beneficiaries
predecease the Executive, then the Executive's surviving spouse shall be
the designated Beneficiary. If the Executive has no surviving spouse,
the benefits shall be made payable to the personal representative of the
Executive's estate.
6.5 Facility of Payment. If the Company determines in its discretion that a
benefit is to be paid to a minor, to a person declared incompetent, or
to a person incapable of handling the disposition of that person's
property, the Company may direct payment of such benefit to the
guardian, legal representative or person having the care or custody of
such minor, incompetent person or incapable person. The Company may
require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Executive and the
Executive's Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Agreement for such payment amount.
ARTICLE 7
ASSIGNMENT
The Executive may irrevocably assign without consideration all of the
Executive's Interest in this Agreement to any person, entity, or trust. In the
event the Executive shall transfer all of the Executive's Interest, then all of
the Executive's Interest in this Agreement shall be vested in the Executive's
transferee, who shall be substituted as a party hereunder, and the Executive
shall have no further interest in this Agreement.
ARTICLE 8
INSURER
The Insurer shall be bound only by the terms of its given Policy. The
Insurer shall not be bound by or deemed to have notice of the provisions of this
Agreement. The Insurer shall have the right to rely on the Company's
representations with regard to any definitions, interpretations or Policy
interests as specified under this Agreement.
ARTICLE 9
CLAIMS AND REVIEW PROCEDURE
9.1 Claims Procedure. The Executive 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:
9.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.
9.1.2 Timing of Company Response. The Company shall respond to such
claimant
EXHIBIT 10.3
within 90 days after receiving the claim. If the Company
determines that special circumstances require additional time
for processing the claim, the Company 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
Company expects to render its decision.
9.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such
denial. The Company shall write the notification in a manner
calculated to be understood by the claimant. The notification
shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement
on which the denial is based;
(c) A description of any additional information or material
necessary for the claimant to perfect the claim and an
explanation of why it is needed;
(d) An explanation of the Agreement's review procedures and
the time limits applicable to such procedures; and
(e) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse
benefit determination on review.
9.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:
9.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of
denial, must file with the Company a written request for review.
9.2.2 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 Company
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.
9.2.3 Considerations on Review. In considering the review, the Company
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.
9.2.4 Timing of Company's Response. The Company shall respond in
writing to such claimant within 60 days after receiving the
request for review. If the Company determines that special
circumstances require additional time for processing the claim,
the Company 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 Company expects to
render its decision.
EXHIBIT 10.3
9.2.5 Notice of Decision. The Company shall notify the claimant in
writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the
claimant. The notification shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement
on which the denial is based;
(c) 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
(d) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
ARTICLE 10
AMENDMENTS AND TERMINATION
10.1 Non-Vested Insurance Benefit. Unless the Executive has a Vested
Insurance Benefit pursuant to Section 3.1, the Company may amend or
terminate this Agreement at any time prior to the Executive's death.
Such amendment or termination shall be by written notice to the
Executive. In the event the Company decides to maintain the Policy after
termination of the Agreement--subject to the provisions of Article 4 of
this Agreement--the Company shall be the direct beneficiary of the
entire death proceeds of the Policy.
10.2 Vested Insurance Benefit. If the Executive has a Vested Insurance
Benefit, the Company may amend or terminate the Agreement only if: (i)
continuation of the Agreement would cause significant financial harm to
the Company, (ii) the Executive agrees to such action, or (iii) the
Company's banking regulator(s) issues a written directive to amend or
terminate the Agreement.
ARTICLE 11
ADMINISTRATION
11.1 Plan Administrator Duties. This Agreement shall be administered by a
Plan Administrator which shall consist of the Board, or such committee
or persons as the Board may choose. The Plan Administrator shall also
have the discretion and authority to (i) make, amend, interpret and
enforce all appropriate rules and regulations for the administration of
this Agreement and (ii) decide or resolve any and all questions
including interpretations of this Agreement, as may arise in connection
with this Agreement.
11.2 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
Company.
11.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
this Agreement and the rules and regulations
EXHIBIT 10.3
promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in this Agreement.
11.4 Indemnity of Plan Administrator. The Company 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.
11.5 Information. To enable the Plan Administrator to perform its functions,
the Company shall supply full and timely information to the Plan
Administrator on all matters relating to the Base Salary of the
Executive, the date and circumstances of the retirement, Disability,
death or Separation from Service of the Executive, and such other
pertinent information as the Plan Administrator may reasonably require.
ARTICLE 12
MISCELLANEOUS
12.1 Binding Effect. This Agreement shall bind the Executive and the Company,
their beneficiaries, survivors, executors, administrators and
transferees and any Beneficiary.
12.2 No Guarantee of Employment. This Agreement is not a contract for
employment. It does not give the Executive the right to remain as an
employee of the Company, nor does it interfere with the Company'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 separate
from service at any time.
12.3 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld, under Section 409A of the Code and regulations
thereunder, from the benefits provided under this Agreement. The
Executive acknowledges that the Company's sole liability regarding taxes
is to forward any amounts withheld to the appropriate taxing
authority(ies).
12.4 Applicable Law. The Agreement and all rights hereunder shall be governed
by the laws of the State of Illinois, except to the extent preempted by
the laws of the United States of America.
12.5 Reorganization. The Company shall not merge or consolidate into or with
another bank, or reorganize, or sell substantially all of its assets to
another bank, firm, or person unless such succeeding or continuing bank,
firm, or person agrees to assume and discharge the obligations of the
Company under this Agreement. Upon the occurrence of such event, the
term "Company" as used in this Agreement shall be deemed to refer to the
successor or survivor bank.
12.6 Notice. Any notice or filing required or permitted to be given to the
Company under this Agreement shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
EXHIBIT 10.3
West Pointe Bank And Trust Company
----------------------------------------------------
0000 Xxxx Xxxx Xxxxxx
----------------------------------------------------
Xxxxxxxxxx, Xxxxxxxx 00000
----------------------------------------------------
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
Any notice or filing required or permitted to be given to the Executive
under this Agreement shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Executive.
12.7 Entire Agreement. This Agreement, along with the Executive's Beneficiary
Designation Form, constitutes the entire agreement between the Company
and the Executive as to 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 parties have executed this Agreement as of the
date indicated above.
EXECUTIVE: WEST POINTE BANK
AND TRUST COMPANY
/s/ Xxxxxx X. Xxxxxxx BY /s/ Xxxxx X. Bone
-------------------------------------------- --------------------------------------
XXXXXX X. XXXXXXX
TITLE: EXECUTIVE VICE PRESIDENT & CFO
