Exhibit 10.2
MONROE BANK & TRUST
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is adopted this 1st day of July, 2003, by and between
MONROE BANK & TRUST, a state-chartered commercial bank located in Monroe,
Michigan (the "Company"), and H. XXXXXXX XXXXXXX (the "Executive"). This
Agreement shall append the Split Dollar Endorsement entered into on even date
herewith or as subsequently amended, by and between the aforementioned parties.
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to divide the death proceeds of life insurance
policies on the Executive's life. The Company will pay life insurance
premiums from its general assets.
AGREEMENT
The Company and the Executive agree as follows:
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
1.1 "Insured" means the Executive.
1.2 "Insurer" means each life insurance carrier that has a Split
Dollar Policy Endorsement attached to this Agreement.
1.3 "Normal Retirement Age" means the Executive's 65th birthday.
1.4 "Policy" or "Policies" means the specific life insurance
policy or policies issued by the Insurer.
1.5 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason of an
approved leave of absence.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Company Ownership. The Company is the sole owner of the Policies
and shall have the right to exercise all incidents of ownership. The Company
shall be the beneficiary of the remaining death proceeds of the Policies after
the Interest of the Executive or the Executive's transferee has been paid
according to Section 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of an amount of death proceeds equal to the "Accrual
Balance" projected to be accrued at the Executive's Normal Retirement Age, as
set forth on Schedule A attached to the Monroe Bank & Trust Supplemental
Executive Retirement Agreement dated July 1, 2003 between the Company and the
Executive and incorporated by reference herein, and as revised and updated by
the Company from time to time. The Executive shall also have the right to elect
and change settlement options that may be permitted. However, the Executive, the
Executive's transferee or the Executive's beneficiary shall have no rights or
interests in the Policies with respect to that portion of the death proceeds
designated in this section 2.2 upon the Executive's Termination of Employment.
2.3 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 for a period of 60 days from written notice of such intention. The
purchase price shall be an amount equal to the cash surrender value of the
Policy.
This provision shall not impair the right of the Company to terminate this
Agreement.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Company shall pay any premiums due on the
Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Executive based on the amount of the current term rate for
the Executive's age multiplied by the aggregate death benefit payable to the
Executive's beneficiary. The "current term rate" is the minimum amount required
to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent
applicable authority.
3.3 Imputed Income. The Company shall impute the economic benefit to
the Executive on an annual basis.
ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all of the Executive's
interests in the Policy and in this Agreement to any person, entity or trust. In
the event the Executive transfers all of the Executive's interest in the Policy,
then all of the Executive's interest in the Policy and in the 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 the Policy or in
this Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Agreement.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. Any person or entity who has not received
benefits under the Agreement that he or she believes should be paid (the
"claimant") shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a
claim by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to
such claimant 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.
6.1.3 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.
6.2 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:
6.2.1 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.
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
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.
6.2.3 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.
6.2.4 Timing of Company 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.
6.2.5 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 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive. However, unless otherwise agreed to by
the Company and the Executive, this Agreement will automatically terminate upon
the Executive's Termination of Employment.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 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 the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Michigan, except
to the extent preempted by the laws of the United States of America.
8.4 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.
8.5 Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making the
same, and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage
prepaid, to such party, addressed to his or her last known address as shown on
the records of the Company. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.
8.6 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.
8.7 Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting
for this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms
necessary or desirable to administer this Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
EXECUTIVE: COMPANY:
MONROE BANK & TRUST
/s/ H. Xxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
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H. Xxxxxxx Xxxxxxx Title: Senior Vice President & Controller
