EXHIBIT 10.5
SUPPLEMENTAL RETIREMENT PLAN
THIS AGREEMENT made this ____ day of ________, 19__, by and between BELMONT
BANCORP., an Ohio corporation (hereafter the "Corporation"), and
______________________, residing in ____________________________________ (the
"Employee").
WHEREAS, the Corporation has employed and continues to employ the Employee
as its _____________________________; and
WHEREAS, the Corporation wishes to provide certain additional benefits to
supplement Employee's retirement funds so that Employee shall be free to
concentrate his efforts upon the business of the Corporation.
WITNESSETH THAT:
In consideration of the above premises and in further consideration of the
mutual promises contained herein, the parties hereto agree as follows:
1. During the term of his employment with the Corporation, Employee shall
devote all of his time, attention, skill and efforts to the performance of his
duties as President and Chief Executive Officer of the Corporation.
2. The Corporation acting by and through its Board of Directors (hereafter
called the "Board") shall annually establish the salary, benefits, duties and
goals for the Employee and in addition to the aforesaid remuneration shall
provide for the payment of supplemental retirement benefits as provided in
paragraph 5 herein, unless forfeited by the occurrence of any of the events of
forfeiture specified in paragraph 7, herein.
1.
3. (a) The Corporation shall credit to a book reserve account (the
"Supplemental Retirement Account") established for this purpose, the sum of
fourteen thousand dollars ($14,000.00) during 1994 and may, if approved by the
Board, deposit an additional amount of fourteen thousand dollars ($14,000.00)
during each of the years 1995, 1996, 1997, and 1998.
(b) Any amount so credited to the Supplemental Retirement Account shall
bear interest at a rate determined annually by the Corporation and may be kept
in cash or invested and reinvested in mutual funds, stocks, bonds, securities,
or any other assets as may be selected by the Board in its discretion. In the
exercise of the foregoing discretionary investment powers, the Board may
establish one or more trusts, engage investment counsel and, if it so desires,
may delegate to the trustee or investment counsel full or limited authority to
select the assets in which the funds are to be invested.
(c) The Employee agrees on behalf of himself and all others who may or
could derive a benefit from this Plan to assume all risk in connection with the
investment of the account in accordance with the provisions of this Agreement.
(d) Title to and beneficial ownership of any assets, whether cash or
investments which the Corporation may earmark to pay the supplemental retirement
benefits, shall at all times remain in the Corporation, and the Employee and his
designated beneficiary shall not have any property interest whatsoever in any
specific assets of the Corporation.
5. The benefits to be paid as supplemental retirement benefits (unless they
are forfeited by the occurrence of any of the events of forfeiture specified in
paragraph 7, below) are as follows:
(a) If the Employee's employment hereunder is terminated on or after
the Employee shall have reached the age of 65, the Corporation shall pay to
him in quarterly installments
2.
for each of ten (10) years following the date of his retirement the
greatest equal amount that can be withdrawn quarterly from the Supplemental
Retirement Account (with the account accruing interest of six percent per
annum) which will exhaust the Supplemental Retirement Account after forty
(40) payments; provided nevertheless that the amount payable to the
Employee hereunder shall not be greater than forty-three thousand dollars
($43,000.00) per annum. If the Employee should die on or after his 65th
birthday and before the forty (40) quarterly payments are made, the unpaid
balance will continue to be paid in quarterly installments for the
unexpired portion to his designated beneficiary in the same manner as set
forth above.
(b) If the Employee's employment hereunder is terminated for any
reason other than death and disability but before the Employee shall have
reached the age of 65, then the amount in the Supplemental Retirement
Account shall continue to be invested or held in cash as the Board in its
discretion may determine and no payments shall be made until the Employee
shall have reached the age of 65 at which time payments shall be made in
the same manner and to the same extent as set forth in paragraph 5(a),
above. If prior to reaching age 65 the Employee should die, or if prior to
reaching age 65 the Employee should become disabled, then payments shall be
made in the same manner and to the same extent as set forth in paragraph
5(c), below.
(c) If the Employee's employment is terminated because of disability
or death before he has reached the age of 65, and while he is in the employ
of the Corporation, then the Corporation shall make forty quarterly
payments to the Employee (in the event of his disability) or his designated
beneficiary (in the event of his death) in the same manner and to the same
extent as provided in paragraph 5(a), above.
3.
(d) If both the Employee and his designated beneficiary should die
before a total of forty (40) quarterly payments are made by the
Corporation, then the remaining value of the Deferred Compensation Account
shall be determined as of the date of the death of the designated
beneficiary and shall be paid as promptly as possible in one lump sum to
the estate of such designated beneficiary.
(e) Except if prohibited by law or the order of any court, the
beneficiary referred to in this paragraph may be designated or changed by
the Employee (without the consent of any prior beneficiary) on a form
provided by the Corporation and delivered to the Corporation before his
death. If no such beneficiary shall have been designated, or if no
designated beneficiary shall survive the Employee, the installment payments
payable under paragraph 5(c), above shall be payable to the Employee's
estate.
(f) The Employee shall be deemed to have become disabled for purposes
of paragraph 5(c), above if the Board shall find on the basis of medical
evidence satisfactory to the Board that the Employee is totally disabled,
mentally or physically, so as to be prevented from engaging in further
employment by the Corporation consistent with Employee's prior
responsibilities with the Corporation and that such disability will be
permanent and continuous during the remainder of his life.
(g) The Installment payments to be made to the Employee under
paragraphs 5(a) and 5(c), above shall commence on the first day of the
calendar quarter next following the date of the termination of his
employment, and the installment payments to be made to the Employee under
paragraph 5(b), above shall commence on the first day of the calendar
quarter next following the date on which the Employee shall have reached
the age of 65. The installment payments to be made to
4.
the designated beneficiary under the provisions of this paragraph 5 shall
commence on a date to be selected by the Corporation but within six months
subsequent to the date of death of the Employee.
(h) Notwithstanding anything herein contained to the contrary, the
Board shall have the right in its sole discretion to vary the manner and
time of making the installment distributions provided in this paragraph and
may make such distributions in lump sums or over a shorter or longer period
of time as it may find appropriate.
6. Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Corporation and the Employee,
his designated beneficiary or any other person. Any funds which may be invested
under the provisions of this Agreement shall continue for all purposes to be a
part of the general funds of the Corporation and no person other than the
Corporation shall by virtue of the provisions of this Agreement have any
interest in such funds. To the extent that any person acquires a right to
receive payments from the Corporation under this agreement, such right shall be
no greater than the right of any unsecured general creditor of the Corporation.
7. Notwithstanding anything herein contained to the contrary, no payment of
any then unpaid installments of supplemental retirement benefits shall be made,
and all rights of the Employee, his designated beneficiary, executors or
administrators, or any other person, under this Agreement to receive payments
thereof shall be forfeited if any or all of the following events shall occur:
(i) After the Employee ceases to be employed by the Corporation he
shall fail or refuse to provide advice and counsel to the Corporation when
reasonably requested to do so.
5.
(ii) The Employee's employment is terminated for cause by the
Corporation which determination shall be made by the Board of Directors.
8. The right of the Employee or any other person to the payment of
supplemental retirement or other benefits under this Agreement shall not be
assigned, transferred, pledged or encumbered except by will or by the laws of
descent and distribution.
9. If the Board shall find that any person to whom any payment is payable
under this Agreement is unable to care for his affairs because of illness or
accident, or is a minor, any payment due (unless a prior claim therefor shall
have been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or a brother or
sister, or to any person deemed by the Board to have incurred expenses for such
person otherwise entitled to payment, in such manner and proportions as the
Board may determine. Any such payment shall be a complete discharge of the
liabilities of the Corporation under this agreement.
10. Nothing contained herein shall be construed as an employment contract
or in any way confer upon the Employee the right to continue in the employ of
the Corporation as an executive or in any other capacity.
11. Any supplemental retirement benefits payable under this Agreement shall
not be deemed salary or other compensation to the Employee for the purpose of
computing benefits to which he may be entitled under any pension plan or other
arrangement of the Corporation for the benefit of its employees.
12. The Board shall have full power and authority to interpret, construe
and administer this Agreement and the Board's interpretations and construction
thereof, and actions thereunder, including any valuation of the Supplemental
Retirement Account, or the amount or recipient of the
6.
payment to be made therefrom, shall be binding and conclusive on all persons for
all purposes. The Board shall further have the authority to amend this
Supplemental Retirement Plan; provided that no such amendment shall restrict or
eliminate the benefit provided to Employee hereunder. No member of the Board
shall be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Agreement unless attributable to
his own willful misconduct or lack of good faith.
13. This Agreement shall be binding upon and inure to the benefit of the
Corporation, its successors and assigns and the Employee and his heirs,
executors, administrators and legal representatives.
14. This Agreement shall be construed in accordance with and governed by
the law of the State of Ohio.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and Employee has hereunto set his hand
and seal as of the date first above written.
BELMONT BANCORP.,
an Ohio corporation,
(CORPORATE SEAL)
By:
--------------------------
Its Chairman
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