HEARTLAND NATIONAL BANK
Salary Continuation Agreement
HEARTLAND NATIONAL BANK
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is adopted this 3 day
of January, 2005, by and between HEARTLAND NATIONAL BANK, a
nationally-chartered commercial bank located in Sebring, Florida (the
"Company"), and XXXXX XXXXXXXXX (the "Executive").
The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Company. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time. The Company will pay the
benefits from its general assets.
The Company and the Executive agree as provided herein.
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Accrual Balance" means the liability that should be accrued by the
Company, under Generally Accepted Accounting Principles ("GAAP"), for the
Company's obligation to the Executive under this Agreement, by applying
Accounting Principles Board Opinion Number 12 ("APB 12") as amended by
Statement of Financial Accounting Standards Number 106 ("FAS 106") and the
Discount Rate. Any one of a variety of amortization methods way be used to
determine the Accrual Balance. However, once chosen, the method must be
consistently applied. The Accrual Balance shall be reported by the Company
to the Executive on Schedule A.
1.2 "Beneficiary" means each designated person, or the estate of the deceased
Executive, entitled to benefits, if any, upon the death of the Executive
determined pursuant to Article 4.
1.3 "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.
1.4 "Board" means the boards of directors of the Corporation and the Company.
1.5 "Change of Control" means (i) a merger in which the Corporation is not the
surviving entity, the acquisition of the Company by means of a merger,
consolidation or purchase of 80% or more of its outstanding shares, or
the acquisition by any individual or group of beneficial ownership of more
than 50% of the outstanding shares of the Corporation's
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Salary Continuation Agreement
common stock. The term "group" and the concept of beneficial ownership
shall have such meaning ascribed thereto as set forth in the Securities
Exchange act of 1934, as amended, and the regulations and rules
thereunder, or (ii) if more restrictive, the definition in Section 409A
of the Code and regulations thereunder.
1.6 "Code" means the Internal Revenue Code of 1986, as amended.
1.7 "Corporation" means Heartland Bancshares, Inc.
1.8 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the insurance 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 Plan Administrator of the insurance carrier's or Social
Security Administration's determination upon the request of the Plan
Administrator.
1.9 "Discount Rate" means the rate used by the Plan Administrator for
determining the Accrual Balance. The initial Discount Rate is six and
one-quarter percent (6.25%). However, the Plan Administrator, in its sole
discretion, may adjust the Discount Rate to maintain the rate within
reasonable standards according to GAAP.
1.10 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for
Cause, Termination for Good Reason, or following a Change of Control.
1.11 "Early Termination Date" means the month, day and year in which Early
Termination occurs.
1.12 "Effective Date" means January 1, 2005.
1.13 "Employment Agreement" means the Employment Agreement between the Company,
the Corporation and the Executive dated November 9, 2004.
1.14 "Final Pay" means the Executive's highest base annual salary for the
period of three years prior to Termination of Employment.
1.15 "Normal Retirement Age" means the Executive's sixty-second (62nd)
birthday.
1.16 "Normal Retirement Date" means the later of the Normal Retirement Age or
Termination of Employment.
1.17 "Plan Administrator" means the plan administrator described in Article 8.
1.18 "Plan Year" means a twelve-month period commencing on January 1 and ending
on December 31 of each year. The initial Plan Year shall commence on the
Effective Date of this Agreement.
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Salary Continuation Agreement
1.19 "Projected Benefit" means thirty percent (30%) of Projected Final Pay.
1.20 "Projected Final Pay" means Final Pay increased four percent (4%)
annually, until Normal Retirement Age.
1.21 "Termination for Cause" has that meaning set forth in Article 5.
1.22 "Termination for Good Reason" shall mean (i) any material breach by the
Company and the Corporation of any provision of the Employment Agreement,
or (ii) any significant reduction (not pertaining to job performance
issues), in the duties, responsibilities, authority or title of the
Executive as an officer of the Company and the Corporation.
1.23 "Termination of Employment" means that the Executive ceases to be employed
by the Company for any reason, voluntary or involuntary, including death,
other than by reason of a leave of absence approved by the Company.
ARTICLE 2
BENEFITS DURING LIFETIME
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the
Normal Retirement Age for reasons other than death, the Company shall pay
to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under this Article.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
thirty percent (30%) of Final Pay.
2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing on
the first day of the month following the Executive's Normal
Retirement Date. The annual benefit shall be paid to the Executive
for fifteen (15) years.
2.2 Early Termination Benefit. Upon Early Termination, the Company shall pay
to the Executive the benefit described in this Section 2.2 in lieu of any
other benefit under this Article.
2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the
Early Termination Benefit set forth on Schedule A for the Plan Year
during which the Early Termination Date occurs. This benefit is
determined by vesting the Executive in twenty percent (20%) of the
Accrual Balance for the first Plan Year, and an additional twenty
percent (20%) of said amount for each succeeding year thereafter
until the Executive becomes one hundred percent (100%) vested in the
Accrual Balance.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in one hundred eighty (180) equal monthly installments
commencing with the month following Normal Retirement Age.
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salary continuation agreement
2.3 Disability Benefit. Upon Termination of Employment due to Disability prior
to Normal Retirement Age, the Company shall pay to the Executive the
benefit described in this Section 2.3 in lieu of any other benefit under
this Article.
2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the
Disability Benefit set forth on Schedule A for the Plan Year during
which the date Termination of Employment occurs. This benefit is
determined by vesting the Executive in one hundred percent (100%) of
the Accrual Balance.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in one hundred eighty (180) equal monthly installments
commencing with the month following Normal Retirement Age.
2.4 Change of Control Benefit. Upon a Change of Control followed by the
Executive's Termination of Employment, the Company shall pay to the
Executive the benefit described in this Section 2.4 in lieu of any other
benefit under this Article.
2.4.1 Amount of Benefit. The annual benefit under this Section 2.4 is the
Change of Control Benefit set forth on Schedule A for the Plan Year
during which Termination of Employment occurs. This benefit is
determined by vesting the Executive in one hundred percent (100%) of
the Projected Benefit.
2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing the
month following the Normal Retirement Age. The annual benefit shall
be paid to the Executive for fifteen (15) years.
2.5 Termination for Good Reason Benefit. Upon Termination for Good Reason, the
Company shall pay to the Executive the benefit described in this Section
2.5 in lieu of any other benefit under this Article.
2.5.1 Amount of Benefit. The annual benefit under this Section 2.5 is the
Termination for Good Reason Benefit set forth on Schedule A for the
Plan Year during which the Early Termination Date occurs. This
benefit is determined by vesting the Executive in one hundred
percent (100%) of the Accrual Balance.
2.5.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in one hundred eighty (180) equal monthly installments
commencing with the month following Normal Retirement Age.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Beneficiary the
benefit described in this Section 3.1. This benefit shall be paid in lieu
of the benefits under Article 2.
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Salary Continuation Agreement
3.1.1 Amount of Benefit. The benefit under this Section 2.3 is the
Pre-Retirement Death Benefit set forth on Schedule A for the Plan
Year in which the Executive dies. This benefit is determined by
vesting the Executive's Beneficiary in one hundred percent (100%) of
the Accrual Balance.
3.1.2 Payment of Benefit. The Company shall pay the lump sum benefit to
the Executive's beneficiary within 30 days following the Executive's
death.
3.2 Death During Payment of a Benefit. If the Executive dies after any
benefit payments have commenced under Article 2 of this Agreement but
before receiving all such payments, the Company shall pay the remaining
benefits to the Beneficiary 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 Payment of a Benefit
Commences. If the Executive is entitled to any benefit payments under
Article 2 of this Agreement, but dies prior to the commencement of said
benefit payments, the Company shall pay the same benefit payments to the
Beneficiary that the Executive was entitled to prior to death except that
the benefit payments shall commence on the first day of the month
following the date of the Executive's death.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designation. The Executive shall have the right, at any time,
to designate a Beneficiary(ies) to receive any benefits payable under this
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 benefit plan of the Company in which the
Executive participates.
4.2 Beneficiary Designation: Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Plan Administrator 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 Plan Administrator's rules and procedures, as in
effect from time to time. Upon the acceptance by the Plan Administrator of
a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be cancelled. The Plan Administrator shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Executive and accepted by the Plan Administrator prior to the Executive's
death.
4.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.
4.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation,
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Salary Continuation Agreement
or if all designated Beneficiaries predecease the Executive, then the
Executive's spouse shall be the designated Beneficiary. If the Executive
has no surviving spouse, the benefits shall be made to the personal
representative of the Executive's estate.
4.5 Facility of Payment. If the Plan Administrator 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 Plan Administrator 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 Plan
Administrator 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 5
GENERAL LIMITATIONS
5.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the contrary, the Company shall not pay any benefit under this Agreement
if the Board terminates the Executive's employment for any of the
following:
(a) If the Executive shall fail or refuse to comply with the obligations
required of him as set forth in the Employment Agreement or comply
with the policies of the Company and the Corporation established by
the Board from time to time; provided, however, that for the first
such failure or refusal, the Executive shall be given written
warning (providing at least a 10 day period for an opportunity to
cure), and the second failure or refusal shall be grounds for
Termination for Cause;
(b) If the Executive shall have engaged in conduct involving fraud,
deceit, personal dishonesty or breach of fiduciary duty;
(c) If the Executive shall have violated any bank law or regulation,
memorandum of understanding, cease and desist order, or other
agreement with any banking agency having jurisdiction over the
Company and the Corporation which, in the judgment of the Board, has
adversely affected or may adversely affect, the business or
reputation of the Company and the Corporation as determined by the
Board;
(d) If the Executive shall have become subject to continuing
intemperance in the use of alcohol or drugs which has adversely
affected, or may adversely affect, the business or reputation of the
Company and the Corporation as determined by the Board;
(e) If the Executive shall have filed, or has filed against him, any
petition under the federal bankruptcy law or any state insolvency
laws; or
(f) If any banking authority having supervisory jurisdiction over the
Company or the Corporation initiates any proceedings for removal of
the Executive.
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Salary Continuation Agreement
5.2 Suicide or Misstatement. The Company shall not pay any benefit under this
Agreement if the Executive commits suicide within two years after the
Effective Date. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact
on any application for life insurance owned by the Company on the
Executive's life.
5.3 Competition. The Company shall not pay any benefit under this Agreement if
the Executive,without the prior written consent of the
Company, during active service and within 1 year from the Executive's
Termination of Employment for any reason whatsoever (but only in the case
where the employment of the Executive is terminated pursuant to Sections
8(a) or (c) of the Employment Agreement), enters the employ of or have any
interest in, directly or indirectly (either as executive, partner,
director, officer, consultant, principal, agent or employee), any other
bank or financial institution or any entity which either accepts deposits
or makes loans (whether presently existing or subsequently established)
and which has an office located within a radius of 50 miles of any office
of the Company (a "Competitive Activity"); provided, however, that the
foregoing shall not preclude any ownership by the Executive of an amount
not to exceed five percent (5%) of the equity securities of any entity
which is subject to the periodic reporting requirements of the Securities
Exchange act of 1934 and the shares of Company and Corporation common
stock owned by the Executive at the time of Termination of Employment.
This section shall not apply following a Change of Control.
5.3 Nonsolicitation; Noninterference: Nondisparagement. The Company shall not
pay any benefit under this Agreement if the Executive, without the prior
written consent of the Company, during active service and within 1 year
from the Executive's Termination of Employment for any reason whatsoever
(but only in the case where the employment of the Executive is terminated
pursuant to Sections 8(a) or (c) of the Employment Agreement), a) solicits
for employment (by the Executive or anyone else) or employees any employee
of the Company or the Corporation or any person, who was an employee of
the Company or the Corporation within 12 months prior to such solicitation
of employment; b) induces, or attempts to induce, any employee of the
Company or the Corporation to terminate such employee's employment; c)
induces, or attempts to induce, anyone having a business relationship with
the Company or the Corporation to terminate or curtail such relationship
or, on behalf of himself or anyone else, compete with the Company or the
Corporation; or d) permits anyone controlled by the Executive, or any
person acting on behalf of the Executive or anyone controlled by an
employee of the Executive to do any of the foregoing. In addition, the
Company shall not pay any benefit under this Agreement if the Executive
disparages, denigrates or comments negatively upon, either orally or in
writing, the Company or the Corporation, any of its affiliates, or any of
their respective officers or directors, to or in the presence of any
person or entity, unless compelled to act by subpoena or other legal
mandate.
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HEARTLAND NATIONAL BANK.
Salary Continuation Agreement
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. An 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:
6.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the
benefits.
6.1.2 Timing of Plan Administrator Response. The Plan Administrator shall
respond to such claimant within 90 days after receiving the claim.
If the Plan Administrator determines that special circumstances
require additional time for processing the claim, the Plan
Administrator 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 Plan Administrator expects to render its decision.
6.1.3 Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in
writing of such denial The Plan Administrator 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.
6.2 Review Procedure. If the Plan Administrator denies part or all of the
claim, the claimant shall have the opportunity for a full and fair review
by the Plan Administrator of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the claimant,
within 60 days after receiving the Plan Administrator's notice of
denial, must file with the Plan Administrator 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 Plan Administrator
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
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Salary Continuation Agreement
regulations) to the claimant's claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Plan
Administrator 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 Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within 60 days after
receiving the request for review. If the Plan Administrator
determines that special circumstances require additional time for
processing the claim, the Plan Administrator 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 Plan
Administrator expects to render its decision.
6.2.5 Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator 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 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive. Provided, however, if the Board
determines that the Executive is no longer a member of a select group of
management or highly compensated employees, as that phrase applies to ERISA, for
reasons other than death, Disability or retirement, the Company may amend or
terminate this Agreement. Upon such amendment or termination the Company shall
pay benefits to the Executive as if Early Termination occurred on the date of
such amendment or termination, regardless of whether Early Termination actually
occurs. Additionally, the Company may also amend this Agreement to conform with
written directives to the Company from its banking regulators.
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HEARTLAND NATIONAL BANK
SALARY CONTINUATION AGREEMENT
ARTICLE 8
ADMINISTRATION OF AGREEMENT
8.1 Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or
person(s) as the Board shall appoint. The Executive may be a member of the
Plan Administrator. 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 the Agreement.
8.2 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.
8.3 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 the Agreement
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Agreement. No Executive or Beneficiary shall be deemed to have any right,
vested or nonvested, regarding the continued use of any previously adopted
assumptions, including but not limited to the Discount Rate.
8.4 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.
8.5 Company 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 date and circumstances
of the retirement, Disability, death, or Termination of Employment of the
Executive, and such other pertinent information as the Plan Administrator
may reasonably require.
8.6 Annual Statement. The Plan Administrator shall provide to the Executive,
within 120 days after the end of each Plan Year, a statement setting forth
the benefits payable under this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1 Binding Effect. This Agreement shall bind the Executive and the Company,
and their beneficiaries, survivors, executors, successors, administrators
and transferees.
9.2 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 Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require
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Salary Continuation Agreement
the Executive to remain an employee nor interfere with the Executive's
right to terminate employment at any time.
9.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
9.4 Tax Withholding. The Company shall withhold any taxes that, in its
reasonable judgment, are required to be withheld 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).
9.5 Applicable Law. The Agreement and all rights hereunder shall be governed
by the laws of the State of Florida, except to the extent preempted by the
laws of the United States of America.
9.6 Unfunded Arrangement. The Executive and Beneficiary are general unsecured
creditors of the Company for the payment of benefits under this Agreement.
The benefits represent the mere promise by the Company 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 Company to which the Executive and
Beneficiary have no preferred or secured claim.
9.7 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing
company, 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 company.
9.8 Entire Agreement. This Agreement constitutes the entire agreement between
the Company 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.
9.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Agreement requires, and the context will permit, the use of the masculine
gender includes the feminine and use of the singular includes the plural.
9.10 Alternative Action. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Agreement, the Company or Plan Administrator may in its discretion perform
such alternative act as most nearly carries out the intent and purpose of
this Agreement and is in the best interests of the Company.
9.11 Headings. Article and section headings are for convenient reference only
and shall not control or affect the meaning or construction of any of its
provisions.
9.12 Validity. In case any provision of this Agreement shall be illegal or
invalid for any reason,
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Salary Continuation Agreement
said illegality or invalidity shall not affect the remaining parts hereof,
but this Agreement shall be construed and enforced as if such illegal and
invalid provision has never been inserted herein.
9.13 Notice. Any notice or filing required or permitted to be given to the
Company or Plan Administrator under this Agreement shall be sufficient if
in writing and hand-delivered, or sent by registered or certified mail, to
the address below:
000 XX XXX 00 Xxxxx
Xxxxxxx Xxxxxxx 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 on 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.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of
the Company have signed this Agreement.
EXECUTIVE: COMPANY:
HEARTLAND NATIONAL BANK
Xxxxx X. Xxxxxxxxx By Xxxxxx X. Xxxxx
-------------------------------------- ------------------------------
XXXXX XXXXXXXXX
Title Chairman of the Board
By execution hereof, Heartland Bancshares, Inc. consents to and agrees to be
bound by the terms and condition of this Agreement.
ATTEST: HEARTLAND BANCSHARES, INC.
Xxxxx X. Xxxxxxx By Xxxxxx X. Xxxxx
--------------------------------
Title Chairman of the Board
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Salary Continuation Agreement
BENEFICIARY DESIGNATION FORM
I, XXXXX XXXXXXXXX. designate the following as beneficiary of benefits under the
Agreement payable following my death:
Primary:
Xxxxxx X. Xxxxxxxxx 100%
Contingent:
Xxxxx X.Xxxxxxxxx 50%
Xxxxxxxx X. Xxxxxx 50%
Notes:
- Please PRINT CLEARLY or TYPE the names of the beneficiaries.
- To name a trust as beneficiary, please provide the name of the
trustee(s) and the exact name and date of the trust agreement.
- To name your estate as beneficiary, please write "Estate of [your
name]".
- Be aware that none of the contingent beneficiaries win receive
anything unless ALL of the primary beneficiaries predecease you.
I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator, which shall be effective only
upon receipt and acknowledgment by the Plan Administrator prior to my death. 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.
Name: XXXXX X. XXXXXXXXX
Signature: XXXXX X. XXXXXXXXX Date: 12/03/04
Received by the Plan Administrator this_______ day of ______________, 20_____
By: __________________________________
Title: _______________________________
PLAN YEAR REPORTING
SCHEDULE A
XXXXX X. XXXXXXXXX
DOB: 6/14/1951 EARLY TERMINATION TERMINATION FOR GOOD DISABILITY CHANGE OF CONTROL PRE-RETIRE
Plan Anniv Date; 1/1/2006 REASON DEATH
Normal Retirement: 6/14/2013, Age 62 Installment Installment Installment Installment BENEFIT
Payment: Monthly Installments Payable at 62 Payable at 62 Payable at 62 Payable at 62 Lump Sum
BENEFIT ACCRUAL Based On Based On Based On Based On Based On
PERIOD DISCOUNT LEVEL(2) BALANCE Vesting Accrual Vesting Accrual Vesting Accrual Vesting Benefit Accrual
ENDING RATE (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
---------------------------------------------------------------------------------------------------------------------------------
Dec 2005(1) 6.25% 31,200 38,403 20% 1,255 100% 6,274 100% 6,274 100% 42,699 38,403
(1) The first tine reflects 12 months of data, January 2005 to December 2005.
(2) The benefit amount is based on 30% of current compensation. Compensation
is based on $104,000 initially, inflating at 4.00% each year to $142,331
at retirement.
IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A
AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL
PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE
THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.
