EXHIBIT 10.22
AMENDMENT
TO THE EXECUTIVE SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT AND THE LIFE
INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN
AGREEMENT DATED OCTOBER 20, 1999
This Amendment, made and entered into this 7th day of April, 2003, by and
between Gwinnett Banking Company, a Bank organized and existing under the laws
of the State of Georgia, hereinafter referred to as the, "Bank", and Xxxxx X.
Key, a Key Employee and Executive of the Bank, hereinafter referred to as the,
"Executive", shall effectively amend the Executive Supplemental Retirement Plan
Agreement and the Life Insurance Endorsement Method Split Dollar Plan Agreement
dated October 20, 1999.
1. Subparagraph I (D) titled, "Early Retirement Date" shall be deleted in its
entirety and replaced with the following: "Early Retirement Date" shall mean
retirement of the Executive from service with the Bank which is effective prior
to his Normal Retirement Age, provided the Executive has attained at least age
sixty (60). "Early Retirement Age" shall mean the date on which the Executive
attains age sixty (60).
2. Subparagraph I (G) titled, "Index Retirement Benefit", shall be deleted in
its entirety and replaced with the following:
G. The Index Retirement Benefit:
(i) The "Index Retirement Benefit" for the Executive for each Plan
Year shall be equal to the excess (if any) of the Index
(Subparagraph I [H]) for that Plan Year over the Opportunity Cost
(Subparagraph I [I]) for that Plan Year, divided by a factor
equal to 1.03 minus the Bank's marginal tax rate for the Plan
year. The Bank's marginal tax rate shall be determined annually
by the Bank's certified public accounting firm and shall be
binding on the Bank and the Executive.
An illustration of the calculation of the Index Retirement
Benefit as set forth herein is attached hereto and marked as
Exhibit "A". The numbers referred to in said Exhibit A are not
actual nor representative of any Index Retirement Benefit that
may be actually calculated per this Executive Agreement. Exhibit
A is attached hereto merely for illustrative purposes only and
the Bank does not make any promises or other representations
regarding any said amounts set for the therein.
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(ii) The "Index Retirement Benefit" for the Executive for each Plan
Year shall be equal to the excess (if any) of the Index
(Subparagraph I [H]) for that Plan Year over the Opportunity Cost
(Subparagraph I [I]) for that Plan Year, divided by a factor
equal to .89 minus the Bank's marginal tax rate for the Plan
year. The Bank's marginal tax rate shall be determined annually
by the Bank's certified public accounting firm and shall be
binding on the Bank and the Executive. The break even factor as
set forth in this paragraph is applicable for the additional life
insurance policies as listed hereinbelow in this same amendment.
3. Subparagraph I (H) titled, "Index", of the October 20, 1999 Agreement shall
be amended to add the following life insurance policies to said Agreement:
I. DEFINITIONS
H. Index:
Insurance Company: ING/Southland Life Insurance Company
Policy Form: Flexible Premium Adjustable Life
Policy Name: Max Universal Life
Insured's Age and Sex: 58, Male
Riders: None
Ratings: None
Option: Level
Face Amount: $445,791
Premiums Paid: $232,500
Number of Premium Payments: Single
Assumed Purchase Date: April 7, 2003
Insurance Company: New York Life Insurance & Annuity
Corporation
Policy Form: Flexible Premium Adjustable Life
Policy Name: BOLI 20.1
Insured's Age and Sex: 58, Male
Riders: None
Ratings: None
Option: Level
Face Amount: $467,360
Premiums Paid: $232,500
Number of Premium Payments: Single
Assumed Purchase Date: April 7, 2003
4. Subparagraph I (K) titled, "Normal Retirement Age" shall be deleted in its
entirety and replaced with the following: "Normal Retirement Age" shall mean the
date on which the Executive attains age sixty-two (62).
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5. Page one (1) of the Life Insurance Endorsement Method Split Dollar Agreement
shall be amended to add the following life insurance policies to said Agreement:
Insurer: ING/Southland Life Insurance Company
Policy Number: 0660027236
Insurer: New York Life Insurance & Annuity Corporation
Policy Number: 56604465
This Amendment shall be effective the 7th day of April, 2003. To the extent
that any paragraph, term, or provision of said agreement is not specifically
amended herein, or in any other amendment thereto, said paragraph, term, or
provision shall remain in full force and effect as set forth in said October 20,
1999 agreements.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
read this Amendment and executed the original thereof on the first day set forth
hereinabove, and that, upon execution, each has received a conforming copy.
GWINNETT BANKING COMPANY
Lawrenceville, Georgia
/s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx VP Controller
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Witness
/s/ Xxxxxxxx X. Burll /s/ Xxxxx X. Key
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Witness Xxxxx X. Key
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