OTTAWA SAVINGS BANK SALARY CONTINUATION AGREEMENT
Exhibit
10.3
OTTAWA
SAVINGS BANK
This
SALARY
CONTINUATION AGREEMENT
(the
“Agreement”) is adopted effective as of April 1, 2007,
by and
between
OTTAWA
SAVINGS BANK,
a
federally-chartered savings bank
located
in
Ottawa, Illinois (the
“Bank”) and XXXXXX
X. XXXXXXXXX (the
“Executive”).
The
purpose of this Agreement is to provide specified benefits to the Executive,
a
member of a
select
group
of
management or highly compensated employees who contribute materially to the
continued growth, development, and future business success of the Bank. This
Agreement shall be unfunded for tax purposes and for purposes of Title I of
the
Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time
to time.
ARTICLE
1
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases shall have the meanings
specified:
Accrued
Benefit means
the
amount of liability that should be accrued by the Bank (i.e., determined without
regard to whether such liability is actually accrued) under Generally Accepted
Accounting Principles (“GAAP”), for the Bank’s obligation to the Executive under
this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB
12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS
106”).
Beneficiary
means
each designated person, or the estate of the deceased Executive, entitled to
benefits, if any, upon the death of the Executive as determined pursuant to
Article 4.
Beneficiary
Designation Form
means
the form established from time to time by the Plan Administrator that the
Executive completes, signs, and returns to the Plan Administrator to designate
one or more Beneficiaries.
Board
means
the Board of Directors of the Bank.
Change
in Control
means
any of the following events:
(a) Merger:
The
Company merges into or consolidates with another entity, or merges another
corporation into the Company, and as a result, less than a majority of the
combined voting power of the resulting corporation immediately after the merger
or consolidation is held by persons who were stockholders of the Company
immediately before the merger or consolidation;
(b) Acquisition
of Significant Share Ownership:
There
is filed, or is required to be filed, a report on Schedule 13D or another form
or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d)
of
the Securities Exchange Act of 1934, as amended, if the schedule discloses
that
the filing person or persons acting in concert has or have become the beneficial
owner of 25% or more of a class of the Company’s voting securities, but this
clause (b) shall not apply to beneficial ownership of Company voting shares
held
in a fiduciary capacity by an entity of which the Company directly or indirectly
beneficially owns 50% or more of its outstanding voting securities;
(c) Change
in Board Composition:
During
any period of two consecutive years, individuals who constitute the Company’s
Board of Directors at the beginning of the two-year period cease for any reason
to constitute at least a majority of the Company’s Board of Directors; provided,
however, that for purposes of this clause (c), each director who is first
elected by the board (or first nominated by the board for election by the
members) by a vote of at least two-thirds (2/3) of the directors who were
directors at the beginning of the two-year period shall be deemed to have also
been a director at the beginning of such period; or
(d) Sale
of Assets:
The
Company sells to a third party all or substantially all of its assets.
Notwithstanding
anything in this Plan to the contrary, in no event shall the conversion of
the
Bank to the full stock holding company form of organization constitute a “Change
in Control” for purposes of this Plan.
Code
means
the Internal Revenue Code of 1986, as amended.
Company
means
Ottawa Savings Bancorp, Inc., the holding company for the Bank.
Disability means
the
Executive’s (a) inability 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
than12 months; or (b) receipt of disability benefits
for
a
period
of
3 months under an
accident
and health plan of the employer by reason of the participant’s 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 12 months.
Effective
Date
means
April 1, 2007.
Normal
Retirement Age
means
the Executive attaining age sixty-five (65).
Normal
Retirement Date
means
the date of the Executive’s Separation from Service for any reason other than
Termination for Cause on or after attaining Normal Retirement Age.
Plan
Administrator
means
the plan administrator described in Article 6.
Plan
Year
means
each twelve-month period commencing on January 1st
and
ending on December 31st
of each
year. The initial Plan Year shall commence on the Effective Date of this
Agreement and end on the following December 31st.
Schedule
A
means
the schedule attached to this Agreement and made a part hereof. Schedule A
may
be updated as necessary upon a
change
in
any of the benefits under Articles 2 or 3.
Separation
from Service
means
the Executive’s termination of employment with the Bank due to the Executive’s
death, Disability, retirement, or such other termination of employment. The
Executive will not be deemed to have experienced a Separation from Service
if he
is on military leave, sick leave, or other bona fide leave of absence, to the
extent such leave does not exceed a period of six (6) months or such longer
period of time as is protected by statute or contract. Whether or not the
Executive has experienced a Separation from Service is dependent upon the facts
and circumstances; provided, however, that the Executive will not be deemed
to
have experienced a Separation from Service if he continues to provide
significant services for the Bank. For purposes of the preceding sentence,
the
Executive will be considered to provide “significant services” if he provides
continuing services that average at least twenty percent (20%) of the services
he provided during the immediately preceding three (3) full calendar years
of
employment.
Specified
Employee
means,
if the stock of the Company is publicly traded on an established securities
market or otherwise, a key employee (as defined in Section 416(i)(1)(A)(i),
(ii)
or (iii) thereunder and disregarding Section 416(i)(5)), at any time ending
on
the last day of the Plan Year in which the Executive incurs a Separation from
Service.
Termination
for Cause
shall
mean the termination of the Executive’s employment by the Bank due to the
Executive’s (a) personal dishonesty; (b) incompetence; (c) willful misconduct;
(d) breach of fiduciary duty involving personal profit; (e) intentional failure
to perform state duties; (f) willful violation of any law, rule or regulation
(other than traffic violations or similar offenses); or (g) material breach
by
the Executive of any provision of this Agreement.
ARTICLE
2
DISTRIBUTIONS
DURING LIFETIME
2.1 Normal
Retirement Benefit.
Upon
Separation from Service for any reason other than Termination for Cause on
or
after Normal Retirement Age,
or
upon Separation from Service due to Disability prior to Normal Retirement Age,
the
Bank
shall distribute to the Executive the benefit described in this Section 2.1
in
lieu of any other benefit under this Article.
2.1.1 Amount
of Benefit.
The
annual benefit under this Section 2.1 is the amount set forth in Schedule A,
attached hereto. The annual benefit shall be payable for a period of twenty
(20)
years following the Executive’s Normal Retirement Date or Separation from
Service due to Disability prior to Normal Retirement Age. The annual benefit
amount shall be subject to a simple cost of living adjustment (COLA) of three
percent (3%) per year from the date benefits commence until the complete
distribution of all benefit payments. If the Executive separates from service
on
a date following his Normal Retirement Age, his annual benefit shall equal
the
benefit list on Schedule A at his Normal Retirement Age increased annually,
using the discount rate specified in Code Section 1274 (in effect on the date
of
termination) with annual payments subject to the 3% COLA.
2.1.2 Distribution
of Benefit.
The
Bank shall distribute the benefit under this Section 2.1 to the Executive in
two
hundred and forty (240) consecutive monthly installments, commencing on the
first day of the month following Separation from Service or, in the event of
Separation from Service due to Disability, commencing on the first day of the
month following the Executive’s attainment of Normal Retirement Age.
Alternatively, the Executive may elect, subject to the requirements of Section
409A of the Code, to receive a lump sum payment that is actuarially equivalent
to the Normal Retirement benefit amount described in Section 2.1.1 (calculated
as of the date of Separation from Service and using the discount rate specified
in Code Section 1274 in effect on the date of termination). Such payment shall
be made to the Executive within sixty (60) days after his Separation from
Service.
2.4
Early
Retirement Benefit.
Upon
Separation from Service for any reason other than Termination for Cause
or
Disability prior to Normal Retirement Age, the Bank shall distribute to
the
Executive the benefit described in this Section 2.2 in lieu of any other
benefit
under this Article.
|
2.4.1
|
Amount
of Benefit. The
annual benefit under this Section 2.2 is the Accrued Benefit as of
the
date of the Executive’s Separation from Service.
|
|
2.2.2
|
Distribution
of Benefit.
The Bank shall distribute the Accrued Benefit under this Section
2.2 to
the Executive in a lump sum payment. Such payment shall be made to
the
Executive within sixty (60) days after his Separation from Service.
|
2.3 Change
in Control Benefit.
Upon the
Executive’s Separation from Service (other than Termination for Cause) following
a Change in Control, the Executive shall be entitled to the benefit described
in
this Section 2.3 in lieu of any other benefit under this Article.
2.3.1 Amount
of Benefit.
The
benefit under this Section 2.3 is the Normal Retirement Benefit amount described
in Section 2.1.1.
2.3.2 Distribution
of Benefit. The
Bank
shall distribute the benefit to the Executive in two hundred and forty (240)
consecutive equal monthly installments commencing the first day of the month
following the Executive’s attainment of Normal Retirement Age. Alternatively,
the Executive may elect, subject to the requirements of Section 409A of the
Code, to receive a lump sum payment that is actuarially equivalent to the Normal
Retirement benefit amount described in Section 2.1.1 (calculated as of the
date
of Separation from Service and using the discount rate specified in Code Section
1274 in effect on the date of termination). Such payment shall be made to the
Executive within sixty (60) days after his Separation from Service.
2.4 Restriction
on Timing of Distributions.
Notwithstanding any provision of this Agreement to the contrary, if the
Executive is considered a Specified Employee at Separation from Service as
determined by the Bank in accordance with Section 409A of the Code, benefit
distributions made upon Separation from Service may not commence earlier than
six (6) months after the date of such Separation from Service. Therefore, in
the
event this Section 2.4 is applicable to the Executive, any distribution which
would otherwise be paid to the Executive within the first six months following
Separation from Service shall be accumulated and paid to the Executive in a
lump
sum (together with interest thereon at the then-prevailing prime rate) on the
first day of the seventh month following the Separation from Service. All
subsequent distributions shall be paid in the manner specified under this
Article 2 of the Plan with respect to the applicable benefit.
2.5 Distributions
Upon Income Inclusion Under Section 409A of the Code. Upon
the
inclusion of any amount into the Executive’s income as a result of the failure
of this Agreement to comply with the requirements of Section 409A of the Code,
to the extent such tax liability can be covered by the amount which the Bank
has
accrued with respect to the obligations described in this Article 2, a
distribution shall be made as soon as is administratively practicable following
the discovery of the compliance failure.
2.6 Change
in Form or Timing of Distributions.
For
distributions of benefits under this Article 2,
the
Executive and the Bank may, subject to the terms of Section 8.1,
amend
the
Agreement to delay the timing or change
the form of distributions.
Any such amendment:
|
(a)
|
may
not accelerate the time
or
schedule of any distribution, except as provided in Section 409A
of the
Code and the Regulations
thereunder;
|
|
(b)
|
must
be
made at least twelve (12) months prior to the first scheduled
distribution;
|
|
(c)
|
must
delay the commencement of distributions for a minimum of five (5)
years
from the date the first distribution was originally scheduled to
be made;
and
|
|
(d)
|
must
take effect not less than twelve (12) months after the amendment
is
made.
|
ARTICLE
3
DISTRIBUTION
AT DEATH
3.1 Death
While in Service.
If the
Executive dies while employed by the Bank, the Executive’s Beneficiary shall be
entitled to a death benefit equal to the Accrued Benefit under this Agreement.
The Bank shall distribute the Accrued Benefit to the Executive’s Beneficiary in
a lump sum within sixty (60) days following the date of the Bank’s receipt of
the Executive’s death certificate. The Accrued Benefit shall be distributed in
lieu of the benefits described under Article 2.
3.2 Death
During Distribution Period.
If the
Executive dies after Separation from Service while entitled to or receiving
benefit distributions under this Agreement, the
Bank
shall distribute to the
Beneficiary the
Executive’s remaining
benefit
in a lump sum within sixty (60) days following the date of the Bank’s receipt of
the Executive’s death certificate. The lump sum benefit shall be distributed in
lieu of the benefits described under Article 2.
ARTICLE
4
BENEFICIARIES
4.1 Beneficiary.
The
Executive shall have the right, at any time, to designate a Beneficiary to
receive
any benefit distributions
under this Agreement upon the death of the Executive. The
Beneficiary
designated
under
this Agreement may
be
the
same as or different from the beneficiary
designation
under any other
plan
of
the
Bank in
which
the Executive
participates.
4.2 Beneficiary
Designation: Change.
The
Executive shall designate a Beneficiary by completing and signing the
Beneficiary Designation Form, and delivering
it
to the
Plan Administrator or its designated agent. The Executive’s beneficiary
designation shall be deemed automatically
revoked
if the Beneficiary
predeceases
the Executive or if the Executive names a spouse as Beneficiary and
the
marriage is subsequently dissolved. The Executive shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms
of
the Beneficiary Designation Form and the Plan Administrator’s rules and
procedures, as in effect from time
to
time.
Upon
the
acceptance by the Plan
Administrator
of a new
Beneficiary Designation
Form,
all
Beneficiary designations previously filed shall be cancelled. The Plan
Administrator shall be entitled
to
rely
on the
last
Beneficiary
Designation
Form filed
by
the Executive and accepted by the Plan Administrator prior to the Executive’s
death.
4.3 Acknowledgment.
No
designation or change in designation of a Beneficiary shall be effective until
received, accepted and acknowledged in writing by the Plan Administrator or
its
designated agent.
4.4 No
Beneficiary Designation.
If the
Executive dies without a valid beneficiary designation, or if all designated
Beneficiaries
predecease
the Executive, then the Executive’s spouse shall be the designated Beneficiary.
If the Executive has no surviving spouse, the benefits shall be made to the
personal representative of the Executive’s estate.
4.5 Facility
of Distribution.
If the
Plan Administrator determines in its discretion that a benefit is to be
distributed to a minor, to a person declared incompetent, or to a person
incapable of handling the disposition of that person’s property, the Plan
Administrator may direct distribution of such benefit
to
the
guardian, legal representative or person having
the care or custody
of
such minor,
incompetent
person or incapable person. The
Plan
Administrator may require proof of incompetence, minority or guardianship as
it
may deem appropriate prior to distribution of the benefit. Any distribution
of a
benefit shall be a distribution for the account of the Executive and the
Executive’s Beneficiary, as the case may
be,
and
shall be a complete
discharge
of any liability under the Agreement for such distribution amount.
ARTICLE
5
GENERAL
LIMITATIONS
5.1 Termination
for Cause.
Notwithstanding any provision of this Agreement to the contrary, the Bank
shall
not
pay
any benefit under this Agreement
following the Executive’s Termination for Cause.
ARTICLE
6
ADMINISTRATION
OF AGREEMENT
6.1 Plan
Administrator Duties.
This
Agreement shall be administered by a Plan Administrator which shall consist
of
the Board, or such committee or person(s) as the Board shall appoint. The Plan
Administrator shall administer this Agreement according to its express terms
and
shall also have the discretion and authority
to
(a)
make, amend, interpret and enforce all appropriate rules and regulations for
the
administration of this Agreement and (b) decide or resolve any and all questions
including interpretations of this Agreement,
as may
arise
in
connection with the Agreement to the extent the exercise of such discretion
and
authority does not conflict with Section 409A of the Code and the regulations
thereunder.
6.2 Agents.
In the
administration of this Agreement, the Plan Administrator may employ agents
and
delegate to them such administrative duties as it sees fit, (including acting
through a duly
appointed
representative), and may from time
to
time
consult with counsel who may be counsel to the
Bank.
6.3 Binding
Effect of Decisions.
The
decision or action of
the
Plan
Administrator with respect to any question arising
out
of
or
in
connection with the administration, interpretation
and application of the Agreement and the rules and
regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest
in the Agreement.
6.4 Indemnity
of Plan Administrator. The
Bank
shall
indemnify
and
hold
harmless the members of the
Plan
Administrator against
any
and
all claims, losses, damages, expenses or
liabilities arising
from any
action or failure to
act
with
respect
to
this
Agreement, except in the case of willful misconduct by the Plan Administrator
or
any of its members.
6.5 Provision
of Information.
To
enable the Plan Administrator to perform its functions, the Bank shall supply
full and timely information to the Plan Administrator on all matters relating
to
the date and circumstances of the Disability, death, or Separation from Service
of the Executive and such other pertinent information as the Plan Administrator
may reasonably require.
ARTICLE
7
CLAIMS
AND REVIEW PROCEDURES
7.1 Claims
Procedure. Any
individual (“Claimant”) who has not received benefits under
this Agreement that he or she believes should be paid shall make a claim for
such benefits
as follows:
7.1.1 Initiation
- Written Claim.
The
Claimant initiates a claim by submitting to
the Bank
a written claim for the benefits.
7.1.2 Timing
of Bank Response.
The
Bank shall respond to such Claimant within ninety (90) days after receiving
the
claim. If the Bank
determines that special circumstances require additional time for
processing the claim, the Bank can extend the response period by an additional
ninety (90) days by notifying the Claimant in writing, prior to the end of
the
initial ninety (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 Bank expects to render its decision.
7.1.3 Notice
of Decision.
If the
Bank denies part or all of the claim, the Bank shall
notify
the
Claimant
in writing of such denial. The Bank 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 this 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 this 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.
|
7.2 Review
Procedure.
If the
Bank denies part
or
all of
the claim, the Claimant shall have the opportunity
for
a
full
and
fair
review
by
the Bank of the denial, as follows:
7.2.1 Initiation
- Written Request.
To
initiate the review, the Claimant, within 60 days
after
receiving
the
Bank’s notice of denial,
must
file
with the Bank a
written
request for review.
7.2.2
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 Bank 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.
7.2.3
Considerations
on Review.
In
considering the review, the Bank 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 the initial benefit determination:
7.2.4
Timing
of
Bank Response.
The Bank
shall respond in writing to such Claimant
within 60
days
after
receiving
the
request
for
review.
If
the
Bank determines that special circumstances require additional time for
processing the claim, the Bank can extend the response period by an additional
60 days by notifying the Claimant in writing, prior to the end 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 Bank expects
to render its decision.
7.2.5
Notice
of Decision.
The Bank
shall notify the
Claimant in
writing of its decision on review. The Bank 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 this 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
8
AMENDMENTS
AND TERMINATION
8.1 Amendments. This
Agreement may be amended only by a written agreement signed by the Bank
and
the
Executive. However,
the Bank
may
unilaterally amend this Agreement to conform with written
directives
to the Bank from its auditors or banking regulators or
to
comply
with
legislative or tax law, including, without limitation, Section 409A of the
Code
and any and all regulations and guidance promulgated thereunder.
8.2 Plan
Termination Generally. This
Agreement may be terminated only by a written agreement signed by the Bank
and
the Executive. However, the Bank may unilaterally amend this Agreement to
conform with written directives to the Bank from its auditors or banking
regulators or to comply with legislative or tax law, including without
limitation
Section
409A of the Code and any and all regulations and
guidance
promulgated
thereunder. The
benefit shall
be
frozen as
of the
date the Agreement is terminated.
Except
as
provided in Section 8.3, the termination of this Agreement shall not cause
a
distribution of benefits under this Agreement. Rather, upon such termination
benefit
distributions will be made at the earliest distribution event permitted under
Article
2 or
Article 3.
8.3 Plan
Terminations Under Section 409A. Notwithstanding
anything to the contrary in Section 8.2, if the Bank terminates this Agreement
in the following circumstances:
|
(a)
|
Within
thirty (30) days before, or twelve (12) months after, a change in
the
ownership or effective control of the Bank, or in the ownership of
a
substantial portion of the assets of the Bank as described in Section
409A(2)(A)(v) of the Code, provided that all distributions are made
no
later than twelve (12) months following such termination of the Agreement
and further provided that all the Bank’s arrangements which are
substantially similar to the Agreement are terminated so the Executive
and
all participants in the similar arrangements are
required
to receive all amounts of compensation deferred under the terminated
arrangements within twelve (l 2) months of the termination of the
arrangements;
|
|
(b)
|
Upon
the
Bank’s dissolution or with the approval of a bankruptcy court provided
that
the amounts
deferred under the Agreement are included in the Executive’s gross income
in the latest of (i) the calendar year in
which
the Agreement terminates; (ii) the calendar year in which the amount
is no
longer subject
to a substantial risk of forfeiture; or (iii) the first calendar
year in
which the distribution is administratively practical;
or
|
|
(c)
|
Upon
the Bank’s termination of this and all other non-account balance plans (as
referenced in Section 409A of the Code or the regulations thereunder),
provided that all distributions are made no earlier than twelve (12)
months and no later
than twenty-four (24)
months following such termination, and the Bank
does not adopt any new non-account balance plans for a minimum of
five (5)
years following the date of such
termination;
|
the
Bank
may distribute
the
Accrued Benefit, determined
as of the date of the termination
of the Agreement, to the Executive in a lump sum subject to the above
terms.
ARTICLE
9
MISCELLANEOUS
9.1 Binding
Effect. This
Agreement shall bind the Executive and the Bank, and their beneficiaries,
survivors, executors, administrators and transferees.
9.2 No
Guarantee of Employment.
This
Agreement is not a contract for employment. It does not give the Executive
the
right to remain as an employee of the Bank, nor does it interfere
with the Bank’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.
9.3
Non-Transferability.
Benefits
under this Agreement cannot be sold, transferred, assigned, pledged, attached
or
encumbered in any manner.
9.4 Tax
Withholding and Reporting. The
Bank
shall withhold any taxes that are required to be withheld, including, but not
limited to, taxes owed under Section 409A of the Code and regulations
thereunder, from the benefits provided under this Agreement.
The
Executive acknowledges that
the
Bank’s sole liability regarding taxes is to forward any amounts withheld to the
appropriate taxing authority(ies). Further, the
Bank
shall satisfy all applicable reporting requirements, including those under
Section 409A of the Code and regulations thereunder.
9.5 Applicable
Law.
The
Agreement and all rights hereunder shall be governed by the laws of the State
of
Illinois, except to the extent preempted by federal law.
9.6 Unfunded
Arrangement. The
Executive and the Beneficiary are general unsecured creditors of the Bank for
the distribution of benefits under this Agreement.
The
benefits represent the mere
promise
by the Bank to
distribute
such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive’s life
or other informal funding asset is a general asset of the Bank to which the
Executive and Beneficiary have no preferred or secured claim.
9.7 Successors.
This
Agreement shall be binding upon each of the parties and shall also be binding
upon the Employer’s successors and assigns.
9.8 Entire
Agreement.
This
Agreement constitutes the entire agreement between the Bank,
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.
9.9 Interpretation.
Wherever
the fulfillment of the intent and purpose of this Agreement requires, and the
context will permit, the
use
of
the masculine gender includes the feminine and use of the singular includes
the
plural.
9.10 Alternative
Action.
In the
event it shall become impossible for the Bank or the
Plan
Administrator to perform any act required by this Agreement, the Bank or Plan
Administrator may in its discretion perform such alternative act as most nearly
carries out the intent and purpose of this Agreement and is in the best
interests of the Bank, provided that such alternative acts do not violate
Section 409A of the Code.
9.11 Heading.
Article
and section headings are for convenient reference only and shall not control
or
affect the meaning or construction of any of its provisions.
9.12 Validity.
In case
any provision of this Agreement shall be illegal or invalid for any reason,
said
illegality or invalidity shall not affect the remaining parts hereof, but this
Agreement shall be construed and enforced as if such illegal and invalid
provision
has never
been inserted
herein.
9.13 Notice.
Any
notice or filing required or
permitted
to be given to the Bank or Plan Administrator under this Agreement shall be
sufficient if in writing and hand-delivered, or sent by registered or certified
mail,
to
the
following address:
Ottawa
Savings Bank
000
XxXxxxx Xxxxxx
Xxxxxx,
Xxxxxxxx 00000
Such
notice shall be deemed given as of the date of delivery or, if delivery is
made
by mail, as of the date shown on the postmark on the receipt for registration
or
certification.
Any
notice or filing required or permitted to be given to the Executive under this
Agreement shall be sufficient if in writing and hand-delivered; or sent by
mail,
to the last known address of the Executive.
9.14 Compliance
with Section 409A.
This
Agreement shall at all times be administered and the provisions of this
Agreement shall be interpreted consistent with the requirements of Section
409A
of the Code and any and all regulations issued thereunder.
IN
WITNESS WHEREOF,
the
Executive and a duly authorized representative of the Bank have signed this
Agreement as of the date first written above.
|
EXECUTIVE:
|
OTTAWA
SAVINGS BANK
|
|||
|
By
|
||||
|
Xxxxxx
X. Xxxxxxxxx
|
Xxxxx
Xxxxxxx
|
|||
|
Title
Chairman of the Compensation
Committee
|
||||
BENEFICIARY
DESIGNATION
|
x
|
New
Designation
|
|
o
|
Change
in Designation
|
I,
Xxxxxx
X. Xxxxxxxxx, designate the following as Beneficiary under the
Agreement:
|
Primary:
|
||||
|
Xxxxxxxx
X. Xxxxxxxxx, Spouse
|
100
|
%
|
||
|
Contingent:
|
||||
|
Xxxxxxx
X. Xxxxxxxxx, Son
|
50
|
%
|
||
|
Xxxxxx
X. Xxxxxxxxx-Xxxxxx, Daughter
|
50
|
%
|
Notes:
|
·
|
Please
PRINT CLEARLY or TYPE the names of the
beneficiaries.
|
|
·
|
To
name a trust as beneficiary, please provide the name of the trustee(s)
and
the exact
name and date of the trust
agreement.
|
|
·
|
To
name your estate as beneficiary, please write “Estate of
_[your
name]_”.
|
|
·
|
Be
aware that none of the contingent beneficiaries will receive anything
unless ALL of the primary beneficiaries predecease
you.
|
I
understand that I may change these beneficiary designations by delivering a
new
written designation to the Bank, which shall be effective only upon receipt
and
acknowledgment by the Bank prior to my death. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me,
or, if I have named my spouse as beneficiary and our marriage is subsequently
dissolved.
|
Name:
|
Xxxxxx
X. Xxxxxxxxx
|
||
|
Signature:
|
Date: September
19, 2007
|
||
|
Received
by the Bank this 19th day of September, 2007
|
||
|
By:
|
||
|
Xxxxx
Xxxxxxx
|
||
|
Title:
|
Chairman
of the Compensation Committee
|
|
