SECOND EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT
FOR
XXXXXX XXXXXXX
DEARBORN SAVINGS ASSOCIATION, F.A.
MAY 1, 1999
FINANCIAL INSTITUTION CONSULTING CORPORATION
000 XXXXXXXX XXXX, XXXXX 000
XXXXXXX, XXXXXXXXX 00000
WATS: 1-800-873-0089
FAX: (000) 000-0000
(000) 000-0000
SECOND EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT FOR XXXXXX XXXXXXX
This Second Executive Supplemental Retirement Income Agreement (the
"Agreement"), effective as of the 1st day of May, 1999, formalizes the
understanding by and between DEARBORN SAVINGS ASSOCIATION, F.A. (the
"Association"), a federal, stock savings association having its principal place
of business in Indiana, and XXXXXX XXXXXXX (hereinafter referred to as
"Executive"). DEARBORN MUTUAL HOLDING COMPANY (the "Holding Company") is a party
to this Plan for the sole purpose of guaranteeing the Association's performance
hereunder.
W I T N E S S E T H :
WHEREAS, the Executive is employed by the Association; and
WHEREAS, the Association recognizes the valuable services heretofore
performed by the Executive and wishes to encourage his continued employment; and
WHEREAS, the Executive wishes to be assured that he will be entitled to
a certain amount of additional compensation for some definite period of time
from and after retirement from active service with the Association or other
termination of employment and wishes to provide his beneficiary with benefits
from and after death; and
WHEREAS, the Association and the Executive wish to provide the terms and
conditions upon which the Association shall pay such additional compensation to
the Executive after retirement or other termination of employment and/or death
benefits to his beneficiary after death; and
WHEREAS, the Association and the Executive intend this Agreement to be
considered an unfunded arrangement, maintained primarily to provide supplemental
retirement income for such Executive, a member of a select group of management
or highly compensated employees of the Association, for tax purposes and for
purposes of the Employee Retirement Income Security Act of 1974, as amended; and
WHEREAS, the Association has adopted this Second Executive Supplemental
Retirement Income Agreement which controls all issues relating to benefits as
described herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the Association and the Executive agree as follows:
SECTION IDEFINITIONS
When used herein, the following words and phrases shall have the
meanings below unless the context clearly indicates otherwise:
1.1 "Accrued Benefit Account" means that portion of the Supplemental
Retirement Income Benefit which is required to be expensed and accrued
under generally accepted accounting principles (GAAP) by any appropriate
method which the Association's Board of Directors may require in the
exercise of its sole discretion.
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.3 "Administrator" means the Association.
1.4 "Association" means DEARBORN SAVINGS ASSOCIATION, F.A. and any successor
thereto.
1.5 "Beneficiary" means the person or persons (and their heirs) designated
as Beneficiary in Exhibit A of this Agreement to whom the deceased
Executive's benefits are payable. If no Beneficiary is so designated,
then the Executive's Spouse, if living, will be deemed the Beneficiary.
If the Executive's Spouse is not living, then the Children of the
Executive will be deemed the Beneficiaries and will take on a per
stirpes basis. If there are no Children, then the Estate of the
Executive will be deemed the Beneficiary.
1.6 "Benefit Age" means the Executive's sixty-second (62nd) birthday; or,
the Executive may, in his sole discretion, elect to retire upon
attainment of any date beginning at age sixty (60) up through to and
including sixty-one (61) and, in such event, the Executive's age on such
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date shall constitute his "Benefit Age," in which case the Supplemental
Retirement Income Benefit shall be modified in accordance with
Subsection 1.21.
1.7 "Benefit Eligibility Date" means the date on which the Executive is
entitled to receive the maximum Supplemental Retirement Income Benefit
available under this plan. It shall be the first day of the month
following the month in which the Executive attains his Benefit Age.
1.8 "Board of Directors" means the board of directors of the Association.
1.9 "Cause" means personal dishonesty, willful misconduct, willful
malfeasance, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule, regulation (other than traffic violations or similar
offenses), or final cease-and-desist order, material breach of any
provision of this Agreement, or gross negligence in matters of material
importance to the Association.
1.10 "Change in Control" of the Holding Company or the Association shall mean
the first to occur of any of the following events:
(a) Any person or entity or group of affiliate persons or entities
(other than the Holding Company) becomes a beneficial owner,
directly or indirectly, of 25% or more of the Holding Company's
and/or the Association's voting securities or all or
substantially all of the assets of Holding Company and/or the
Association.
(b) Holding Company and/or the Association enters into a definitive
agreement which contemplates the merger, consolidation or
combination of either Holding Company or the Association with an
unaffiliated entity in which either or both of the following is
to occur: (i) the directors of Holding Company and/or
Association, as applicable, immediately prior to such merger,
consolidation or combination will constitute less than a
majority of the board of directors of the surviving, new or
combined entity; or (ii) less than 75% of the outstanding voting
securities of the surviving, new or combined entity will be
beneficially owned by the stockholders of Holding Company or
immediately prior to such merger, consolidation or combination;
PROVIDED, HOWEVER, that if any definitive agreement to merge,
consolidate or combine is
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terminated without consummation of the transaction, then no
Change in Control shall be deemed to have occurred pursuant to
this paragraph (b).
(c) Holding Company and/or the Association enters into a definitive
agreement which contemplates the transfer of all or
substantially all of Holding Company's and/or the Association's
assets, other than to a wholly-owned subsidiary of Holding
Company; PROVIDED, HOWEVER, that if any definitive agreement to
transfer assets is terminated without consummation of the
transfer, then no Change in Control shall be deemed to have
occurred pursuant to this paragraph (c).
(d) A majority of the members of the Board of Directors of either
Holding Company or the Association shall be persons who: (i)
were not members of such Board on the date hereof ("current
members"); and (ii) were not nominated by a vote of the Board
which included the affirmative vote of a majority of the current
members on the Board at the time of their nomination ("future
designees") and (iii) were not nominated by a vote of the Board
which included the affirmative vote of a majority of the current
members and future designees, taken as a group, on the Board at
the time of their nomination.
The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, an association, a joint venture,
a pool, a joint stock company, a trust, an unincorporated organization
or similar company, a syndicate or any other group formed for the
purpose of acquiring, holding or disposing of securities. The term
"acquire" means obtaining ownership, control, power to vote or sole
power of disposition of stock, directly or indirectly or through one or
more transactions or subsidiaries, through purchase, assignment,
transfer, exchange, succession or other means, including (1) an increase
in percentage ownership resulting from a redemption, repurchase, reverse
stock split or a similar transaction involving other securities of the
same class; and (2) the acquisition of stock by a group of persons
and/or companies acting in concert which shall be deemed to occur upon
the formation of such group, provided that an investment advisor shall
not be deemed to acquire the voting stock of its advisee if the advisor
(a) votes the stock only upon instruction from the beneficial owner and
(b) does not provide the beneficial owner with advice concerning the
voting of such stock. The term "security" includes nontransferable
subscription rights issued pursuant to a Plan of conversion, as well as
a "security," as defined
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in 15 U.S.C. ss. 78c(2)(1); and the term "acting in concert" means (1)
knowing participation in a joint activity or interdependent conscious
parallel action towards a common goal whether or not pursuant to an
express agreement, or (2) a combination or pooling of voting or other
interests in the securities of an issuer for a common purpose pursuant
to any contract, understanding, relationship, agreement or other
arrangement, whether written or otherwise. Further, acting in concert
with any person or company shall also be deemed to be acting in concert
with any person or company that is acting in concert with such other
person or company.
Notwithstanding the above definitions, the boards of directors
of the Association or the Holding Company, in their absolute discretion,
may make a finding that a Change in Control of the Association or the
Holding Company has taken place without the occurrence of any or all of
the events enumerated above.
1.11 "Children" means the Executive's children, or the issue of any deceased
Children, then living at the time payments are due the Children under
this Plan. The term "Children" shall include both natural and adopted
Children.
1.12 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
1.13 "Disability Benefit" means the benefit payable to the Executive
following a determination, in accordance with Section 3, that he is no
longer able, properly and satisfactorily, to perform his duties at the
Association.
1.14 "Effective Date" of this Agreement shall be May 1, 1999.
1.15 "Estate" means the estate of the Executive.
1.16 "Interest Factor," for purposes of the Accrued Benefit Account, shall be
Eight percent (8%) per annum, compounded monthly.
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1.17 "Payout Period" means the time frame during which certain benefits
payable hereunder shall be distributed. Payments shall be made in
monthly installments commencing on the first day of the month following
the occurrence of the event which triggers distribution and continuing
for a period of Two Hundred and Forty (240) months.
1.18 "Plan Year" shall mean the calendar year.
1.19 "Retirement Age" means the Executive's sixty-second (62nd) birthday
provided, however, that the Executive's actual retirement from full-time
employment may occur on or after the Executive attains age sixty (60).
1.20 "Spouse" means the individual to whom the Executive is legally married
at the time of the Executive's death.
1.21 "Supplemental Retirement Income Benefit" means an annual amount (BEFORE
taking into account federal and state income taxes), payable in monthly
installments throughout the Payout Period. The Supplemental Retirement
Income Benefit payable to the Executive is Seventy Thousand One Hundred
Thirty-Six ($70,136) Dollars. However, if the Executive elects to retire
at any date beginning upon attainment of age sixty (60) and up through
to and including age sixty-one (61), his Supplemental Retirement Benefit
shall be an amount, payable in monthly installments over the Payout
Period, as follows:
Age 60 $53,020
Age 61 $61,090
1.22 "Survivor's Benefit" means an annual amount, payable to the Beneficiary
in monthly installments throughout the Payout Period, equal to the
Supplemental Retirement Income Benefit of Seventy Thousand One Hundred
Thirty-Six ($70,136) Dollars, subject to Subsection 2.5.
1.23 "Vested" means the non-forfeitable portion of the benefit to which the
Executive is entitled.
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1.24 "Vested Accrued Benefit" means that portion of the amount represented by
the Executive's Accrued Benefit Account in which he is vested. It is
computed by multiplying the Accrued Benefit Account by the vesting
percentage specified in Subsection 9.13.
1.25 "Years of Service" means the total number of consecutive twelve (12)
month periods of continuous employment (including authorized leaves of
absence), beginning on the Executive's date of hire.
SECTION II
BENEFITS - GENERALLY
2.1 RETIREMENT BENEFIT. If the Executive is in service with the Association
until reaching his Benefit Age, the Executive shall be entitled to the
Supplemental Retirement Income Benefit. Such benefit shall commence on
the Executive's Benefit Eligibility Date and shall be payable in monthly
installments throughout the Payout Period. In the event the Executive
dies at any time after attaining his Benefit Age, but prior to
completion of all such payments due and owing hereunder, the Association
shall pay to the Executive's Beneficiary a continuation of the monthly
installments for the remainder of the Payout Period.
2.2 TERMINATION RELATED TO A CHANGE IN CONTROL
(a) If the Executive's employment is terminated (either voluntarily
or involuntarily) following or coincident with a Change in
Control, the Executive shall be entitled to his full
Supplemental Retirement Income Benefit, $70,136 per year for 20
years, at the attainment of his 55th birthday, (as if he had
remained in the employ of the Association until his Benefit Age
of sixty-two (62)). Such benefit shall commence on the 1st day
of the month following his attainment of age 55 and shall be
payable in monthly installments throughout the Payout Period. In
the event that the Executive dies at any time after commencement
of the payments, but prior to completion of all such payments
due and owing hereunder, the Association, or its successor,
shall pay to the Executive's Beneficiary a continuation of the
monthly installments for the remainder of the Payout Period.
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(b) Within thirty (30) days following such termination, if the
Executive is less than fifty-five (55) years old, he may request
in writing that he begin receiving his Supplemental Retirement
Income Benefit commencing immediately, in which case the benefit
shall be reduced to an annual amount of Fifty Thousand ($50,000)
Dollars, made payable in monthly installments over the Payout
Period. In the event that the Executive dies at any time after
commencement of the payments, but prior to completion of all
such payments due and owing hereunder, the Association, or its
successor, shall pay to the Executive's Beneficiary a
continuation of the monthly installments for the remainder of
the Payout Period.
(c) If, after such termination, the Executive dies prior to
commencement of the benefits hereunder, the Executive's
Beneficiary shall be entitled to the Survivor's Benefit, which
shall commence within thirty (30) days of the Executive's death.
The Survivor's Benefit shall be payable in monthly installments
over the Payout Period.
2.3 TERMINATION FOR CAUSE
If the Executive is terminated for Cause, all benefits under this
Agreement shall be forfeited and this Agreement shall become null and
void.
2.4 VOLUNTARY OR INVOLUNTARY TERMINATION OF EMPLOYMENT
If the Executive's employment with the Association is voluntarily or
involuntarily terminated prior to attainment of his Benefit Age, for any
reason other than for Disability or a Change in Control, his
Supplemental Retirement Benefit shall be reduced to an amount equal to
the annuitized value (using the Interest Factor) of the Executive's
Accrued Benefit Account. Such benefit shall commence on the 1st day of
the month following such termination and shall be payable in a lump sum.
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2.5 DEATH DURING EMPLOYMENT.
If the Executive dies while employed by the Association, the Executive's
Beneficiary shall be entitled to the Survivor's Benefit. The Survivor's
Benefit shall commence within thirty (30) days of the Executive's death
and shall be payable in monthly installments throughout the Payout
Period. In the event the Executive dies at any time after attaining his
Benefit Age, but prior to completion of all such payments due and owing
hereunder, the Association shall pay to the Executive's Beneficiary a
continuation of the monthly installments for the remainder of the Payout
Period.
2.6 ADDITIONAL DEATH BENEFIT - BURIAL EXPENSE. In addition to the
above-described benefits, if the Executive dies while employed by the
Association, the Executive's Beneficiary shall be entitled to receive a
one-time lump sum death benefit in the amount of Twenty Thousand Dollars
($20,000.00). This benefit shall be provided specifically for the
purpose of providing payment for burial and/or funeral expenses of the
Executive. Such benefit shall be payable within thirty (30) days of the
Executive's death.
SECTION III
DISABILITY BENEFIT
(a) Notwithstanding any other provision hereof, the Executive who
has not attained his Benefit Eligibility Date, may request and
shall be entitled to receive the Disability Benefit hereunder,
in any case in which it is determined by a duly licensed
physician selected by the Association, that the Executive is no
longer able, properly and satisfactorily, to perform his regular
duties as an officer, because of ill health, accident,
disability or general inability due to age and, if the
Executive's employment is terminated pursuant to this paragraph,
the Executive may elect to begin receiving the Disability
Benefit in lieu of any benefit available under Section 2.1,
which are not available prior to the Executive's Benefit
Eligibility Date. The Disability Benefit shall be an amount
equal to the annuitized value (using the Interest Factor) of the
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Executive's Accrued Benefit Account. The Disability Benefit
shall be payable in monthly installments over the Payout Period
commencing within thirty (30) days following the above-mentioned
disability determination. In the event the Executive dies while
receiving payments pursuant to this Subsection, but prior to the
completion of all payments due and owing hereunder, the
Association shall pay to the Executive's Beneficiary monthly
installments for the remainder of the Payout Period, but in the
amount equal to the Survivor's Benefit.
(b) If the Executive dies after it has been determined that he is
entitled to the Disability Benefit, but before the commencement
of such payments, the Executive's Beneficiary shall be entitled
to the Survivor's Benefit. Such benefit shall be payable to the
Beneficiary in monthly installments over the Payout Period
commencing within thirty (30) days of the Executive's death.
SECTION IV
BENEFICIARY DESIGNATION
The Executive shall make an initial designation of primary and secondary
Beneficiaries upon execution of this Agreement and shall have the right
to change such designation, at any subsequent time, by submitting to the
Administrator, in substantially the form attached as Exhibit A to this
Agreement, a written designation of primary and secondary Beneficiaries.
Any Beneficiary designation made subsequent to execution of this
Agreement shall become effective only when receipt thereof is
acknowledged in writing by the Administrator.
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SECTION V
NON-COMPETITION
5.1 NON-COMPETITION DURING EMPLOYMENT.
In consideration of the agreements of the Association contained herein
and of the payments to be made by the Association pursuant hereto, the
Executive hereby agrees that, for as long as he remains employed by the
Association, he will devote substantially all of his time, skill,
diligence and attention to the business of the Association, and will not
actively engage, either directly or indirectly, in any business or other
activity which is, or may be deemed to be, in any way competitive with
or adverse to the best interests of the business of the Association,
unless the Executive has the prior express written consent of the
Association.
5.2 BREACH OF NON-COMPETITION CLAUSE.
(a) CONTINUED EMPLOYMENT FOLLOWING BREACH. In the event (i) any material
breach by the Executive of the agreements and covenants described in
Subsection 5.1 occurs, and (ii) the Executive continues employment at
the Association following such breach, all benefits under this Agreement
shall be forfeited.
(b) TERMINATION OF EMPLOYMENT FOLLOWING BREACH.
In the event (i) any material breach by the Executive of the agreements
and covenants described in Subsection 5.1 occurs, and (ii) the
Executive's employment with the Association is terminated due to such
breach, such termination shall be deemed to be for Cause and the
benefits under this Agreement shall be forfeited.
5.3 NON-COMPETITION FOLLOWING EMPLOYMENT.
Executive further understands and agrees that, following Executive's
termination of employment, except in the event of a Change In Control,
the Association's obligation, if any, to make payments to the Executive
under this Agreement shall be conditioned on the Executive's forbearance
from actively engaging, either directly or indirectly, in any business
or other activity during the course of the Payout Period which is, or
may be deemed to be, in any way competitive with or adverse to the best
interests of the Association, unless the Executive has the prior written
consent of the Association. In the event of the Executive's
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breach of the covenants and agreements contained herein, further
payments to the Executive shall cease and be forfeited.
SECTION VI
EXECUTIVE'S RIGHT TO ASSETS
The rights of the Executive, any Beneficiary, or any other person
claiming through the Executive under this Agreement, shall be solely
those of an unsecured general creditor of the Association. The
Executive, the Beneficiary, or any other person claiming through the
Executive, shall only have the right to receive from the Association
those payments or amounts so specified under this Agreement. The
Executive agrees that he, his Beneficiary, or any other person claiming
through him shall have no rights or interests whatsoever in any asset of
the Association, including any insurance policies or contracts which the
Association may possess or obtain to informally fund this Agreement. Any
asset used or acquired by the Association in connection with the
liabilities it has assumed under this Agreement shall not be deemed to
be held under any trust for the benefit of the Executive or his
Beneficiaries, unless such asset is contained in the rabbi trust
described in Section X of this Agreement. Any such asset shall be and
remain, a general, unpledged asset of the Association in the event of
the Association's insolvency.
SECTION VII
RESTRICTIONS UPON FUNDING
The Association shall have no obligation to set aside, earmark or
entrust any fund or money with which to pay its obligations under this
Agreement. The Executive, his Beneficiaries or any successor in interest
to him shall be and remain simply a general unsecured creditor of the
Association in the same manner as any other creditor having a general
claim for matured and unpaid compensation. The Association reserves the
absolute right in its sole discretion to either purchase assets to meet
its obligations undertaken by this Agreement or to refrain from the same
and to determine the extent, nature, and method of such asset purchases.
Should the Association decide to purchase assets such as life insurance,
mutual funds, disability policies or annuities, the Association reserves
the absolute right, in its sole
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discretion, to replace such assets from time to time or to terminate its
investment in such assets at any time, in whole or in part. At no time
shall the Executive be deemed to have any lien, right, title or interest
in or to any specific investment or to any assets of the Association. If
the Association elects to invest in a life insurance, disability or
annuity policy upon the life of the Executive, then the Executive shall
assist the Association by freely submitting to a physical examination
and by supplying such additional information necessary to obtain such
insurance or annuities.
SECTION VIII
ACT PROVISIONS
8.1 NAMED FIDUCIARY AND ADMINISTRATOR. The Association, as Administrator,
shall be the Named Fiduciary of this Agreement. As Administrator, the
Association shall be responsible for the management, control and
administration of the Agreement as established herein. The Administrator
may delegate to others certain aspects of the management and operational
responsibilities of the Agreement, including the employment of advisors
and the delegation of ministerial duties to qualified individuals.
8.2 CLAIMS PROCEDURE AND ARBITRATION. In the event that benefits under this
Agreement are not paid to the Executive (or to his Beneficiary in the
case of the Executive's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to the
Administrator within sixty (60) days from the date payments are refused.
The Administrator shall review the written claim and, if the claim is
denied, in whole or in part, it shall provide in writing, within ninety
(90) days of receipt of such claim, its specific reasons for such
denial, reference to the provisions of this Agreement upon which the
denial is based, and any additional material or information necessary to
perfect the claim. Such writing by the Administrator shall further
indicate the additional steps which must be undertaken by claimants if
an additional review of the claim denial is desired.
If claimants desire a second review, they shall notify the Administrator
in writing within sixty (60) days of the first claim denial. Claimants
may review this Agreement or any documents relating thereto and submit
any issues and comments, in writing, they may feel
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appropriate. In its sole discretion, the Administrator shall then review
the second claim and provide a written decision within sixty (60) days
of receipt of such claim. This decision shall state the specific reasons
for the decision and shall include reference to specific provisions of
this Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon completed
performance of this Plan or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to mediation,
administered by the American Arbitration Association ("AAA") (or a
mediator selected by the parties) in accordance with the AAA's
Commercial Mediation Rules. If mediation is not successful in resolving
the dispute, it shall be settled by arbitration administered by the AAA
under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
SECTION IX
MISCELLANEOUS
9.1 NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein will confer
upon the Executive the right to be retained in the service of the
Association nor limit the right of the Association to discharge or
otherwise deal with the Executive without regard to the existence of the
Agreement.
9.2 STATE LAW. The Agreement is established under, and will be construed
according to, the laws of the state of Indiana, to the extent such laws
are not preempted by the Act and valid regulations published thereunder.
9.3 SEVERABILITY. In the event that any of the provisions of this Agreement
or portion thereof, are held to be inoperative or invalid by any court
of competent jurisdiction, then: (1) insofar as is reasonable, effect
will be given to the intent manifested in the provisions held invalid or
inoperative, and (2) the validity and enforceability of the remaining
provisions will not be affected thereby.
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9.4 INCAPACITY OF RECIPIENT. In the event the Executive is declared
incompetent and a conservator or other person legally charged with the
care of his person or Estate is appointed, any benefits under the
Agreement to which such Executive is entitled shall be paid to such
conservator or other person legally charged with the care of his person
or Estate.
9.5 UNCLAIMED BENEFIT. The Executive shall keep the Association informed of
his current address and the current address of his Beneficiaries. The
Association shall not be obligated to search for the whereabouts of any
person. If the location of the Executive is not made known to the
Association as of the date upon which any payment of any benefits from
the Accrued Benefit Account may first be made, the Association shall
delay payment of the Executive's benefit payment(s) until the location
of the Executive is made known to the Association; however, the
Association shall only be obligated to hold such benefit payment(s) for
the Executive until the expiration of thirty-six (36) months. Upon
expiration of the thirty-six (36) month period, the Association may
discharge its obligation by payment to the Executive's Beneficiary. If
the location of the Executive's Beneficiary is not made known to the
Association by the end of an additional two (2) month period following
expiration of the thirty-six (36) month period, the Association may
discharge its obligation by payment to the Executive's Estate. If there
is no Estate in existence at such time or if such fact cannot be
determined by the Association, the Executive and his Beneficiary(ies)
shall thereupon forfeit any rights provided for such Executive and/or
Beneficiary under this Agreement.
9.6 LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
provisions of the Agreement, no individual acting as an employee or
agent of the Association, or as a member of the Board of Directors shall
be personally liable to the Executive or any other person for any claim,
loss, liability or expense incurred in connection with the Agreement.
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9.7 GENDER. Whenever in this Agreement words are used in the masculine or
neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender whenever they should so apply.
9.8 EFFECTON OTHER CORPORATE BENEFIT AGREEMENTS. Nothing contained in this
Agreement shall affect the right of the Executive 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 a part of the Association's existing or future
compensation structure.
9.9 SUICIDE. Notwithstanding anything to the contrary in this Agreement, if
the Executive's death results from suicide, whether sane or insane,
within twenty-six (26) months after execution of this Agreement, all
benefits under this Agreement shall be forfeited, and this Agreement
shall become null and void.
9.10 INUREMENT. This Agreement shall be binding upon and shall inure to the
benefit of the Association, its successors and assigns, and the
Executive, his successors, heirs, executors, administrators, and
Beneficiaries.
9.11 HEADINGS. Headings and sub-headings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of this
Agreement.
9.12 SOURCE OF PAYMENTS. All payments provided in this Agreement shall be
timely paid in cash or check from the general funds of the Association
or the assets of the rabbi trust.
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9.13 VESTING. The benefits provided by the Association to the Executive under
this Agreement shall vest in the Executive according to the following
schedule:
Percentage of
Total Benefit
Years of Service Vested
1 year 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 years 100%
Interpolation shall be made for partial years. For example, 3.5 Years of
Service would result in vesting of 50%. No vesting shall occur, however,
until two (2) full Years of Service have been completed. Notwithstanding
anything to the contrary herein, in the event of the Executive's
termination of employment due to death or coincident with or following a
Change in Control, the Executive's Supplemental Retirement Income
Benefit shall be and become 100% vested, except as is otherwise stated
in Subparagraph 2.2(b). This section shall not apply in the event of
termination for Cause.
SECTION X
ESTABLISHMENT OF RABBI TRUST
The Association has established a rabbi trust into which the Association
shall contribute assets which shall be held therein, subject to the claims of
the Association's creditors in the event of the Association's "Insolvency" as
defined in the agreement which establishes such rabbi trust, until the
contributed assets are paid to the Executives and their Beneficiaries in such
manner and at such times as specified in this Agreement. It is the intention of
the Association to make contributions to the rabbi trust to provide the
Association with a source of funds to assist it in meeting the liabilities of
this Agreement. The rabbi trust and any assets held therein shall conform to the
terms of the rabbi trust agreement which has been established in conjunction
with this Agreement. To the extent the language in this Agreement is modified by
the language in the rabbi trust agreement, the rabbi trust agreement shall
supersede this Agreement. Any contributions to the rabbi trust shall be made
during each Plan Year in accordance with the rabbi trust agreement. The
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amount of such contribution(s) shall be equal to the full present value of all
benefit accruals under this Plan, if any, less: (i) previous contributions made
on behalf of the Executive to the rabbi trust, and (ii) earnings to date on all
such previous contributions.
SECTION XI
AMENDMENT/PLAN TERMINATION
This Agreement shall not be amended, modified or revoked at any time, in whole
or part, without the mutual written consent of the Executive and the
Association, and such mutual consent shall be required even if the Executive is
no longer employed by the Association.
SECTION XII
EXECUTION
12.1 This Agreement sets forth the entire understanding of the parties hereto
with respect to the transactions contemplated hereby, and any previous
agreements or understandings between the parties hereto regarding the
subject matter hereof are merged into and superseded by this Agreement.
12.2 This Agreement shall be executed in quadruplicate, each copy of which,
when so executed and delivered, shall be an original, but all three
copies shall together constitute one and the same instrument
Remainder of page intentionally left blank.
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IN WITNESS WHEREOF, the Association and the Executive have caused this
Agreement to be executed on the day and date first above written.
WITNESS: EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxx
------------------------- -----------------------------------------
ATTEST: DEARBORN SAVINGS ASSOCIATION, F.A.:
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
/s/ Xxxxxxxx Xxxxx Vice President
------------------------- -----------------------------------------
Secretary (Title)
ATTEST: DEARBORN MUTUAL HOLDING COMPANY:
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
/s/ Xxxxxxxx Xxxxx Chairman
------------------------- -----------------------------------------
Secretary (Title)
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
FOR XXXXXX XXXXXXX
BENEFICIARY DESIGNATION
The Executive, under the terms of the Second Executive Supplemental
Retirement Income Agreement executed by the Association, dated the 1st day of
May, 1999, hereby designates the following Beneficiary(ies) to receive any
guaranteed payments or death benefits under such Agreement, following his death:
PRIMARY BENEFICIARY: Xxxxxxx Xxxxxxx
---------------------------------------
SECONDARY BENEFICIARY: Xxxxxxxxx Xxxxxxx & Xxx Xxxxxxx
-------------------------------------
This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.
Such Beneficiary Designation is revocable.
DATE: May 1, 1999
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxx
------------------------------------ -------------------------------------
(WITNESS) EXECUTIVE
/s/ Xxxxxxxx Xxxxx
------------------------------------
(WITNESS)
Exhibit A
