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EXHIBIT 10(m)
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DEFERRED COMPENSATION AGREEMENT
This Agreement is entered into this 1st day of January 2000, the effective
date, between SOUTHSIDE BANCSHARES CORP., with its principal place of business
in St. Louis, Missouri (the "Company"), and XXXXXX X. XXXXX, a director of the
Company (hereinafter referred to as the "Director").
WHEREAS, the Director has served on the Board of Directors of the Company
(hereinafter referred to as the "Board"), and the Board wishes to provide
additional incentives for the Director's continued service; and
WHEREAS, the Director has contributed to the success and profitability of
the Company and is expected to continue such contribution; and
WHEREAS, the Company and the Director desire to set forth their agreement
as to deferring a portion of the Director's fees as a deferred compensation plan
and to provide certain additional benefits in the case of the Director's death
while serving as a Director of the Company.
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Company and the Director agree as follows:
1. Director agrees to a reduction of the current payment of his
compensation for service on the Board by Thirty Five Thousand Four Hundred and
00/100 Dollars ($35,400.00) per year, annually deferred in twelve (12)
substantially equal monthly installments, for a period of seven (7) years, or
such other amount as shall be elected by the Director in a signed writing
delivered to the Company, and to defer receipt of such amount until paid
pursuant to later provisions of this Agreement. Compensation reductions under
this Agreement shall cease at the earlier of the end of the deferral period or
when said Director attains age seventy-eight (78). The Director may change the
amount of or suspend future deferrals with respect to fees and retainers earned
for calendar years commencing after the date of change or suspension as he may
specify by written notice to the Company. Following any such suspension, the
Director may make a new election to again become a deferral participant;
however, the election to defer shall be irrevocable for the particular year, and
must be made prior to the beginning of the calendar year.
2. The Company will record amounts deferred pursuant to paragraphs I and
amounts credited pursuant to paragraph 3 in a separate Account (hereinafter
referred to as the "Account") in the financial records of the Company.
3. Until the Director attains age seventy-eight (78) the Company will
credit interest compounded monthly to the Account as follows: subject to a
minimum annual rate of six percent (6%) and a maximum annual rate of fifteen
percent (15%), a rate equal to the annual percentage increase (the "Annual
Rate") of the stock price of Southside Bancshares Corp. (the "Stock Price"). The
annual percentage increase of the Stock Price shall be initially determined
utilizing a fraction that has a numerator calculated by subtracting the closing
bid price one year prior to the effective date of this Agreement from the
closing bid price on the effective date of this Agreement and a denominator
equal to the closing bid price one year prior to the effective date of this
Agreement. For each
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subsequent year that this Agreement is effective, the Annual Rate will be
determined utilizing a fraction that has a numerator calculated by subtracting
the closing bid price one year prior to each anniversary of effective date of
this Agreement from the closing bid price on each anniversary of effective date
of this Agreement and a denominator equal to the closing bid price one year
prior to the anniversary of effective date of this Agreement. Notwithstanding
the above, at any time the Director fails to defer a monthly amount under
paragraph 1, the annual interest rate the Company will credit the Account under
this paragraph will be six percent (6%), compounded monthly for the period the
Director makes no deferral. Once the Director attains age seventy-eight (78) or
the service of the Director is terminated and payments from the Account continue
to be deferred, the Company will credit interest compounded monthly to the
Account at a rate of six percent (6%) until the balance of the Account is fully
paid.
4. The Account will be unfunded and no assets of the Company will be
segregated with respect to the Account. Further, the Account shall be kept only
for purposes of its identification on the books and records of the Company as a
liability of the Company to the Director, and the Account will be subject to the
claims of general creditors of the Company.
. Amounts held in the Account or a death benefit will be payable as
indicated in Paragraph 6 upon the first to occur of the following events:
(a) termination of the Director's membership on the Board of the Company
other than by death; or
(b) termination of this Agreement pursuant to Paragraph 15; or
(c) the occurrence of the Director's 78th birthday; or
(d) the death of the Director.
The Company shall only have the obligation to complete making payments under
Paragraph 6 to the Director, his/her designated beneficiary, or the estate of
the designated beneficiary pursuant to the applicable subparagraph above.
6.
a. If payment is to be made due to the occurrence of an event
described in 5(a) or in 5(b), subject to provisions of paragraph 7, an amount
equal to the balance in the Account shall be paid to the Director in one lump
sum not later than sixty (60) days following the occurrence of the event.
b. If payment is to be made due to the occurrence of the event
described in 5(c), the balance in the Account shall be paid to the Director in
substantially equal monthly installments over a thirty-six (36) month period
commencing on the first day of the month following the Director's birthday.
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c. If payment is to be made due to the occurrence of the event
described in 5(d), the amount payable to the Director's beneficiary shall be the
monthly amount stated in Addendum A multiplied by a fraction the numerator of
which is equal to the sum of. (i) the amount actually deferred under this
Agreement until the Director's death, including the interest credited to these
deferrals through the date of the Director's death pursuant to paragraph 3 of
this Agreement; (ii) the projected amounts that would have been deferred from
the date of the Director's death through the date the Director would have
attained age seventy-eight (78), based on the Director's elected deferral amount
in effect on the date of the Director's death; and (iii) the interest that would
have been credited to the amounts in (i) and (ii) immediately above pursuant to
paragraph 3 from the date of the Director's death until the date the Director
would have reached age 78 assuming an Annual Rate that would equal the average
annual interest credited to the Director's Account from the effective date of
this Agreement through the Director's death or an Annual Rate of six-percent
(6%) if the Director was not making monthly deferrals at the date of the
Director's death; and the denominator of which shall equal the projected total
deferral that would have occurred if the Director would have deferred the amount
set forth in paragraph I from the date of this Agreement through the date the
Director would have attained age seventy-eight (78), including the maximum
annual interest credited under paragraph 3 of this Agreement to the projected
deferrals under paragraph 1; provided, however, under no circumstances shall the
monthly benefit be greater than that stated in Addendum A. Payments to the
Director's designated beneficiary shall begin the first day of the month
following the month of the death of the Director.
d. Notwithstanding the foregoing subparagraph (c), if the Director
commits suicide and as a result of such suicide the payment of the death
proceeds is denied on any policy of insurance owned by the Company insuring the
life of the Director, the amount payable to the Director's designated
beneficiary shall be the Account balance on the date of the Director's death
less an amount equal to the sum of any monthly amounts previously paid the
designated beneficiary. Payment to the Director's designated beneficiary shall
be made in a lump sum within sixty (60) days from the denial of payment of
proceeds from any life insurance policy owned by the Company.
7. If payment is to be made under subparagraph 5(a) and the Director's
termination is due to disability covered under a disability insurance policy,
the Company may, in its sole discretion, defer payment until payments under the
disability policy cease.
8. In the event the Director should die before receiving the payment due
under subparagraph 6(a) or the payments due under subparagraph 6(b), the
remaining payment or payments, as the case may be, shall be paid to the
Director's designated beneficiary.
9. If the Director's designated beneficiary dies before receiving all
payments due, the Company shall pay the remaining payments, in the same form of
pay out as the designated beneficiary has been receiving or is to receive, to
the revocable trust of the Designated beneficiary and, if none, to the estate of
the designated beneficiary.
10. Director may request in a signed writing delivered to the Board, that
the Company pay a hardship distribution to the Director from amounts held in the
Account. Hardship means an unforeseen event or situation that creates an
extraordinary financial need that cannot reasonably be
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met by other resources of the Director, The Board shall elect in its sole
discretion, without participation of the Director making the request, whether or
not to grant such request.
11. Any amounts payable to the Director's designated beneficiary pursuant
to this Agreement will be paid to the beneficiary designated by the Director in
a signed writing delivered to the Company. Director has the right to change his
beneficiary designation by delivering to the Company a subsequent signed
writing. If Director does not designate a beneficiary in the manner described in
this paragraph 11, or if the designated beneficiary has predeceased the
Director, then amounts payable hereunder will be payable first to the Director's
surviving spouse; and if the Director has no surviving spouse, then such amounts
will then be payable to the Director's estate or as provided by a decree of
distribution or other proper order by the court having jurisdiction of such
estate. No one other than the Director shall have any right to designate a
beneficiary.
12. The right to receive payments under this Agreement shall not be
assigned or encumbered, or subject to anticipation, garnishment, attachment, or
any other legal process of creditors of the Director or of any designated
beneficiary. If the Director or a designated beneficiary attempts to assign such
right, the Board, in its sole discretion, may suspend, reduce or terminate any
or all rights created by this Agreement as to the Director or the designated
beneficiary attempting said assignment.
13. Nothing in this Agreement shall be construed as giving the Director
the night to be retained on the Company's Board. The Director shall remain
subject to discharge at any time and to the same extent as if this Agreement had
not been executed.
14. The Company does not assure or guarantee the tax consequences of
payments provided hereunder or matters beyond its control, and the Director
certifies that his decision to reduce and defer receipt of his compensation is
not due to any reliance upon financial, tax or legal advice given by the Company
or any of its employees.
15. This Agreement may be amended or terminated at any time by the Company
in writing; however, no amendment or termination may reduce amounts payable to
Director or his designated beneficiary below the then Account balance, without
such person's written consent.
16. The Board upon ninety (90) days advance written notice to the Director
may terminate this Agreement and, in the event of such termination, shall pay an
amount equal to the then Account balance in a lump sum to the Director within
sixty (60) days following such termination.
17. While the Company intends that this Plan will result in the deferral
of the imposition of a federal income tax on the funds credited hereunder until
such time as they actually be paid to a Director, nothing herein shall be
construed as a promise, guarantee or other representation by the Company of such
tax effect nor, without limitation, shall the Company be liable for any taxes,
penalties or other amounts incurred by Directors in the event it is determined
by applicable authorities that such deferral was not accomplished, and the
Director should consult his or her own tax advisor(s) to determine the tax
consequences in his or her specific case.
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IN WITNESS WHEREOF, the parties hereof have entered into this Amendment at
St. Louis, Missouri, as of the date first above written.
SOUTHSIDE BANCSHARES CORP.
BY: /S/ XXXXXX X. XXXXXXXX
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ITS:PRESIDENT & CEO
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DIRECTOR:
/S/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
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BENEFICIARY DESIGNATION
I, Xxxxxx X. Xxxxx, designate the following as beneficiary of any death benefits
payable under the Deferred Compensation Agreement between myself and SOUTHSIDE
BANCSHARES CORP.:
Primary Beneficiary
Name Xxxxxxx X. Xxxxx Relationship Wife
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Address 00000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000
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Contingent Beneficiary (to receive the benefits if there is no surviving
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Primary Beneficiary)
Name Xxxxxxxx X. Xxxxxxx Relationship Daughter
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Address 0000 Xxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxx 00000
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NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE
AND THE EXACT DATE OF THE TRUST AGREEMENT.
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
I further understand that this beneficiary designation revokes all prior
beneficiary designations applicable to this Amendment.
Consented to by Director's spouse:
Director's Signature: Spouse's Signature:
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
Date: 12-23-99 Date:
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Accepted by the Company this 28th day of December , 1999.
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By: /s/ Xxxxxx X. Xxxxxxxx
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Title: President
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ADDENDUM A
Thirteen Thousand Two Hundred Four and 08/100 Dollars ($13,204.08) per month for
thirty-six (36) months.
ADDENDUM A - PAGE SOLO
