EXHIBIT 10.10
OFFICER'S DEATH BENEFIT AGREEMENT
THIS AGREEMENT, made this 22nd day of April 2003, by and between
Naugatuck Valley Savings and Loan, S.B., a banking corporation organized and
existing under the laws of the United States of America, hereinafter referred to
as the "Bank", and Xxxxxxx X. Xxxxx, Xx, hereinafter referred to as the
"Officer".
WITNESSETH:
WHEREAS, the Officer is currently retained by the Bank;
WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by the Officer;
WHEREAS, the Bank desires to retain the valuable service and loyalty of
the Officer and to induce the Officer to remain with the Bank;
WHEREAS, the Officer wishes to be assured that his beneficiary will be
entitled to a certain benefit for some definite period of time from and after
the Officer's death;
WHEREAS, the Bank intends to purchase for its own benefit a life
insurance policy on the life of the Officer; and
WHEREAS, the Bank desires to provide a lesser death benefit from said
life insurance proceeds payable by Bank to the designated beneficiary of the
Officer in the event of his death under certain circumstances as well as other
such benefits as set forth herein, and both parties desire to enter into this
Agreement to evidence the terms and conditions of such benefits;
NOW, THEREFORE, in consideration of the mutual covenants and Agreements
herein contained, it is agreed as follows:
Upon the death of the Officer, a death benefit will be payable to his
designed beneficiary. The death benefit payable pursuant to this
subparagraph shall be Twenty-five Thousand and 00/100ths dollars
($25,000.00) paid in a lump sum.
1. The Death benefit payable pursuant to the paragraph above
shall be paid to the beneficiary or beneficiaries irrevocably
designated by the Officer by written instrument delivered to
the Bank within six (6) months of the date hereof. If no such
designation is made within said time period, or if all
designated beneficiaries predecease the Officer, such death
benefit shall be paid as follows:
a) To Officer's spouse, if living; or if not,
b) To Officer's lawful descendants, per stirpes, then
living; or if none,
c) To the duly appointed legal representative of the
Officer; or
d) If there shall be no such legal representative duly
appointed and qualified within six (6) months of the
date of death of the Officer, then to such persons
as, at the date of his death, would be entitled to
share in the distribution of his/her personal estate
under the
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provisions of the State of Connecticut statute then
in force governing the descent of intestate property,
in the proportions specified in such statute.
2. Every notice or other communication required by or appropriate
to this Agreement from any party shall be in writing addressed
to the Bank at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, or to
Xxxxxxx X. Xxxxx, Xx. at 00 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX
00000; or to such other addresses as shall have been specified
by notice given as herein provided. Any such notice or other
communication shall be deemed to have been given on the third
business day after it is sent by certified mail, postage
prepaid, addressed as aforesaid.
3. Suicide. Notwithstanding anything to the contrary in this
Agreement, the benefits otherwise provided herein shall not be
payable if the Officer's death results from suicide, whether
sane or insane, within two years after the execution of this
Agreement.
4. This document sets forth the entire Agreement and
understanding between the parties hereto representing the
death benefit payable by the Bank upon the death of the
Officer and merges all prior discussions between them with
respect to that subject matter only, and not party shall be
bound by any representation, definition, condition or
provision other than as expressly stated in this Agreement or
as subsequently set forth in an amendment hereto adopted in
the manner provided above.
5. Officer agrees on behalf of himself, his heirs, executors and
administrators and any other person or persons claiming any
benefit under his by virtue of this Agreement that this
Agreement and all rights, interests and benefits hereunder
shall not be assigned, transferred, pledged or hypothecated in
any way by the Officer or by any beneficiary, heir, executor,
administrator or other person claiming under the Officer by
virtue of this Agreement and shall not be subject to
execution, attachment or similar process. Any attempted
assignment, transfer, pledge or hypothecation or any other
disposition of such rights, interests and benefits contrary to
the foregoing provisions or the levy or any execution,
attachment or similar process thereon shall be null and void
and without effect.
6. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, personal
representatives and successors, and any successor to the Bank
shall be deemed substituted for the Bank under the terms of
this Agreement. As used herein, the term "successor" shall
include any person, firm, corporation or any other business
entity which, at any time, whether by consolidation, merger,
purchase or otherwise, acquires all or substantially all of
the assets or business of the Bank.
7. The validity, construction and enforceability of this
Agreement shall be governed in all respects by the laws of the
United States of America.
8. Nothing contained in this Agreement shall be construed to be a
contract for employment for any term of years, nor as
conferring upon the Officer the right to continue employment
with the Bank in the Officer's present capacity. It is not
intended as a current employment contract.
9. Notwithstanding any of the preceding provisions of the
Agreement, neither the Bank, nor any individual acting as an
Officer or agent of the Bank or as a Member of the Board of
Directors, shall be liable to any Officer, former Officer, or
any other person for any claim, loss, liability or expense
incurred in connection with the Agreement.
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10. Nothing contained in this Agreement shall affect the right of
the Officer to participate in, or be covered by, any qualified
or non-qualified pension, profit sharing, group, bonus or
other supplemental compensation or fringe benefit Agreement
constituting apart of the Bank's existing or future
compensation structure.
11. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original and which shall
constitute but one and the same Agreement, which shall be
sufficiently evidenced for all purposes by anyone executed
counterpart.
12. This Agreement cannot be amended except by the written mutual
consent of both parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed on this 22nd day of April, 2003.
/s/ Xxxxxxx X. Xxxxx, Xx.
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Officer
NAUGATUCK VALLEY SAVINGS
AND LOAN, S.B.
Naugatuck, CT
By: /s/ Xxxx X. Xxxxx
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President and Chief Executive Officer
Title
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