EXHIBIT 10.1
AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
This Amendment and Restatement to the Supplemental Retirement Plan
Agreement (this "Agreement") dated as of the 29th day of June, 1994 is made this
25th day of January, 2008 by and between SALISBURY BANK AND TRUST COMPANY, a
Connecticut banking corporation having its principal office in Lakeville,
Connecticut (hereinafter called the "Bank") and XXXX X. XXXXXXX, a resident of
Sharon, Connecticut (hereinafter called the "Employee").
WHEREAS, there has been an uninterrupted employee relationship between
the parties hereto since 1973; and since 1982 the Employee has served as Vice
President and Treasurer, and then as Executive Vice President and Treasurer, and
then as Executive Vice President and Chief Operating Officer, and then as
President and Chief Executive Officer, and then as Chairman and Chief Executive
Officer in which capacity he is now serving, and
WHEREAS, the Bank wishes to insure the Employee's continuance as Chief
Executive Officer of the Bank and wishes to supplement the Employee's current
retirement program,
NOW THEREFORE, the parties agree as follows:
ARTICLE I
A.
Commencing on the first day of the sixth month after the Employee
retires, the Bank will make a monthly payment of One Thousand Two Hundred Fifty
($1,250.00) Dollars to Employee and will make a payment of the same amount on
the first day of each succeeding month for a period of ten (10) years. These
payments will be in addition to any payments made to Employee under its current
or future retirement and pension plan. The Employee is fully vested under the
terms of this Agreement.
The parties hereby agree there will be an annual cost of living
adjustment from the date of this Agreement (hereinafter called the "COLA") paid
in addition to the One Thousand Two Hundred Fifty ($1,250.00) Dollar monthly
payments, which adjustment is to be determined as set forth herein below. The
adjustment will be based on an "Index" known as "The Monthly Consumer Price
Index for All Urban Consumers, United States City Average, All Items", published
by the Bureau of Labor Statistics, as of June 30, 1995 and each June 30th
thereafter. The COLA adjustment will be based on the percentage increase in the
Index from the prior year, or on a five (5%) percent annual increase, whichever
is less. Each COLA adjustment will be added to the prior year's amount adjusted
as herein provided. Annual COLA adjustments shall continue in effect during the
payout period hereunder.
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B.
In the event of the Employee's disability which requires him to
terminate his employment at the Bank, the full retirement benefit shall be paid
as set forth in Article 1A. herein. For the purposes of this Article 1B., the
Employee shall be considered disabled if he (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months; or (ii) is
receiving income replacement benefits for a period of not less than three (3)
months under an accident and health plan covering the employees of the Bank by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or last for a continuous period of at least twelve
(12) months. The Executive shall be deemed disabled if determined to be totally
disabled by the Social Security Administration.
ARTICLE 2
A.
Upon the death of the Employee prior to his retirement, the Bank will
pay to his surviving spouse monthly the benefit value set forth in Article 1A.
herein as of the date of his death for a period of ten (10) years (120 months),
or until her death, whichever event occurs first.
Upon the death of the Employee after retirement, the Bank shall pay to
his surviving spouse monthly the said benefit value as of the date of his death
for a period of ten (10) years (120 months) diminished by the number of months
the Employee shall have received benefit payments, or until her death, whichever
event occurs first.
The Employee may designate, in writing, an alternate beneficiary to
receive the benefits hereunder in the event that his spouse predeceases him or
he is not married at the time of his retirement or subsequent death. In the
event the Employee fails to designate an alternate beneficiary, the benefits
hereunder shall be paid to his estate.
No further COLA adjustments will be made if the Employee's surviving
spouse or alternative beneficiary is the recipient of the monthly payments
hereunder, other than those COLA adjustments in effect from the date of this
Agreement to the date of the Employee's death.
ARTICLE 3
If the Bank shall acquire an insurance policy or any other asset in
connection with the liabilities assumed by it hereunder, it is expressly
understood and agreed that neither the Employee nor any beneficiary of the
Employee shall have any right with respect to, or claim against, such property
or other asset except as expressly provided by the terms of such policy or in
the title to such other asset. Such policy or asset shall not be deemed to be
held under any trust for the benefit of Employee or his beneficiary or to be
held in any way as collateral security for the fulfilling of the obligations of
the Bank under this Agreement except as may be expressly
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provided by the terms of such policy or title to such other asset. It shall be,
and remain, a general, unpledged, unrestricted asset of the Bank.
ARTICLE 4
Until his retirement, so long as this Agreement remains in force, the
Employee will not take part in any banking (Commercial, Savings and Loan, or
Savings Bank) enterprise within a thirty-five (35) mile radius of Lakeville,
Connecticut, nor shall the Employee take part in any stock brokerage or
investment business within the same geographical limitations. The Employee shall
be available for consultation, advice and special assignments concerning the
affairs of the Bank, according to his ability, from time to time after
retirement and during the period of this Agreement.
ARTICLE 5
A.
The Employee and his surviving spouse or alternative beneficiary have
the status of general unsecured creditors of the Bank, and the Supplemental
Retirement Plan constitutes a mere promise by the Bank to make benefit payments
in the future. It is the intention of the parties that the arrangements
contained herein be unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.
B.
Any trust which may be created by the Bank and any assets which may be
held by the trust to assist the Bank in meeting its obligations under this
Agreement will confirm to the terms of the model trust described in Revenue
Procedure 92-64 issued by the Internal Revenue Service (or any successor
thereto) .
C.
In the event that benefits are hereafter determined to be taxable to
the Employee (or his surviving spouse or alternative beneficiary) prior to the
actual receipt thereof, a payment shall be made to the Employee (or his
surviving spouse or alternative beneficiary) in an amount sufficient to pay such
taxes, together with any interest or penalties with respect thereto,
notwithstanding that the Employee may not then have terminated employment or
that the payment is being made prior to the date that benefits would otherwise
be payable hereunder. Amounts so paid shall then be used as an offset to the
benefits, if any, thereafter payable hereunder.
ARTICLE 6
A.
This Agreement shall be binding upon the parties hereto, their heirs,
executors, administrators, legal representatives and successors. In the event of
a merger, sale or
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reorganization involving the Bank, this Agreement shall continue in force and
become an obligation of the Bank's successor or successors.
B.
Except to the extent permitted under a qualified domestic relations
order (as defined in Section 414(p) of the Internal Revenue Code (the "Code"))
or as otherwise required by law, the right of the Employee or his surviving
spouse or alternative beneficiary to any benefit or payment under this
Agreement: (a) shall not be subject to voluntary or involuntary anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Employee or his surviving spouse or alternative
beneficiary; (b) shall not be considered as asset of the Employee or his
surviving spouse or alternative beneficiary in the event of any divorce,
insolvency or bankruptcy; and (c) shall not be subject to attachment, execution,
garnishment, sequestration or other legal or equitable process. In the event
that the Employee or his surviving spouse or alternative beneficiary who is
receiving or is entitled to receive benefits under this Agreement attempts to
assign, transfer or dispose of such right, or if an attempt is made to subject
said right to such process, such assignment, transfer, disposition or process
shall, unless permitted under a qualified domestic relations order or otherwise
required by law, be null and void.
ARTICLE 7
This Agreement shall be administered in a manner, and all provisions of
this Agreement shall be interpreted to be, compliant with the provisions of
Section 409A of the Code, and regulations and rulings issued thereunder, so as
not to subject the benefits accruing hereunder to taxation pursuant to Section
409A(a)(1) of the Code.
ARTICLE 8
This Agreement may be amended, altered and changed only by written
agreement by both parties, or the surviving spouse or alternative beneficiary of
the Employee or successor or successors of the Bank, as the case may be.
ARTICLE 9
This Agreement supersedes the prior agreement between Bank and the
Employee on the subject matter hereof dated June 29, 1994 and constitutes the
entire agreement between the Bank and the Employee as to the subject matter
hereof. No rights are granted to the Employee or surviving spouse or alternative
beneficiary by virtue of this Agreement other than those specifically set forth
herein.
ARTICLE 10
This Agreement shall be governed by the laws of the State of Connecticut.
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IN WITNESS WHEREOF, SALISBURY BANK AND TRUST COMPANY has caused this instrument
to be signed on its behalf and its corporate seal to be hereto affixed by its
officer hereunder duly authorized, and the Employee has hereunder set his hand
and seal, the day, month and year first written above.
Witnessed in the presence of:
SALISBURY BANK AND TRUST
Xxxxxx Xxxxxxxx COMPANY
-----------------------------
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx -------------------------------------
----------------------------- Xxxxxxx X. Xxxxxxx, Xx.
Its: President and Chief Operating Officer
/s/ Xxxx X. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx
STATE OF CONNECTICUT )
) ss. Lakeville January 25, 2008
COUNTY OF LITCHFIELD )
Personally appeared before me, the undersigned officer, Xxxxxxx X.
Xxxxxxx, Xx. who acknowledged himself to be the President and Chief Operating
Officer of Salisbury Bank and Trust Company, a corporation, and that he as such
being authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by himself as
President and Chief Operating Officer.
Xxxx X. Xxxxxxxx
------------------------------------------
Notary Public
------------------------------------------
Title of Officer
My Commission Expires May 31, 0000
XXXXX XX XXXXXXXXXXX )
) ss. Lakeville January 25, 2008
COUNTY OF LITCHFIELD )
Personally appeared before me, the undersigned, Xxxx X. Xxxxxxx, whose
name is subscribed to the within instrument and who acknowledged that he
executed the same for purposes therein contained.
Xxxx X. Xxxxxxxx
------------------------------------------
Notary Public
------------------------------------------
Title of Officer
My Commission Expires May 31, 2012
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