EXHIBIT 10.9
FORM OF EXECUTIVE AGREEMENT
(Pursuant to Director Indexed Retirement Program
for Citizens Bank)
for the following individuals:
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx, Xx.
Xxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxx
Xxxxxx X. Xxxxxxx
Xxxxx X. XxXxxx
Xxxxx X. Xxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx.
J. Xxxxxx Xxxxxxx, Xx.
Xxxxxxxx Xxx
FORM OF AGREEMENT
EXECUTIVE INDEXED RETIREMENT PROGRAM
EXECUTIVE AGREEMENT
This Agreement, made and entered into this _____ day of
_______________, by and between Citizens Bank, a Bank organized and existing
under the laws of the State of Georgia, hereinafter referred to as "the Bank,"
and ____________________ , a member of the Board of Directors of the Bank,
hereinafter referred to as "the Executive."
The Executive has been on the Board of the Bank for several years and
has now and for years past faithfully served the Bank. It is the consensus of
the Board of Directors that the Executive's services have been of exceptional
merit, in excess of the compensation paid and an invaluable contribution to the
profits and position of the Bank in its field of activity. The Board further
believes that the Executive's experience, knowledge of corporate affairs,
reputation and industry contacts are of such value and his continued services so
essential to the Bank's future growth and profits that it would suffer severe
financial loss should the Executive terminate his service on the Board.
Accordingly, the Board of the Bank has adopted the Citizens Bank
Executive Indexed Retirement Program (the Plan) and it is the desire of the Bank
and the Executive to enter into this Agreement under which the Bank will agree
to make certain payments to the Executive upon his retirement and to his
beneficiaries in the event of his death pursuant to the Plan.
It is the intent of the parties hereto that this Agreement be
considered an arrangement maintained primarily to provide supplemental
retirement benefits for the Executive, for purposes of the Employee Retirement
Security Act of 1974 (ERISA). The Executive is fully advised of the Bank's
financial status and has had substantial input in the design and operation of
this benefit plan.
Therefore, in consideration of services the Executive has performed in
the past and those to be performed in the future and based upon the mutual
promises and covenants herein contained, the Bank and the Executive agree as
follows:
I. INDEXED PLAN
The Executive is hereby subject to the terms and conditions of the Plan
adopted by the Board of Directors of the Bank to be effective on
January 13, 1995; a copy of the terms and conditions of the Plan being
attached hereto as Exhibit I and made a part hereof by reference.
II. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
Neither the Executive, his widow nor any other beneficiary
under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits
payable hereunder nor shall any of said benefits be subject to
seizure for the payment of any debts, judgments, alimony or
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separate maintenance owed by the Executive or his beneficiary,
nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event the
Executive or any beneficiary attempts assignment, commutation,
hypothecation, transfer or disposal of the benefits hereunder,
the Bank's liabilities shall forthwith cease and terminate.
B. Binding Obligation of the Bank and any Successor in Interest:
The Bank shall not merge or consolidate into or with another
bank or sell substantially all of its assets to another bank,
firm or person until such bank, firm or person expressly
agrees, in writing, to assume and discharge the duties and
obligations of the Bank under this Agreement. This Agreement
shall be binding upon the parties hereto, their successors,
beneficiaries, heirs and personal representatives.
C. Revocation:
It is agreed by and between the parties hereto that, during
the lifetime of the Executive, this Agreement may be amended
or revoked at any time or times, in whole or in part, by the
mutual written consent of the Executive and the Bank.
D. 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.
E. Effect on Other Bank Benefit Plans:
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 plan
constituting a part of the Bank's existing or future
compensation structure.
F. Headings:
Headings and subheadings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of
this Agreement.
G. Applicable Law:
The validity and interpretation of this Agreement shall be
governed by the laws of the State of Georgia.
III. ERISA PROVISION
A. Named Fiduciary and Plan Administrator:
The "Named Fiduciary and Plan Administrator" of this Plan
shall be the Bank. As Named Fiduciary and Plan Administrator,
the Bank shall be responsible for the management, control and
administration of the Executive's Indexed Retirement Plan as
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established herein. The Bank may delegate to others certain
aspects of the management and operation responsibilities of
the Plan including the employment of advisors and the
delegation of ministerial duties to qualified individuals.
B. Claims Procedure and Arbitration:
In the event a dispute arises over benefits under this
Agreement and benefits 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 Named Fiduciary and
Plan Administrator named above within sixty (60) days from the
date payments are refused. The Plan Fiduciary and Plan
Administrator and the Bank shall review the written claim and
if the claim is denied, in whole or in part, they shall
provide in writing within sixty (60) days of receipt of such
claim their 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 written notice shall further indicate
the additional steps to be taken by claimants if a further
review of the claim denial is desired. A claim shall be deemed
denied if the Plan Fiduciary and Plan Administrator fail to
take any action within the aforesaid sixty-day period.
If claimants desire a second review they shall notify the Plan
Fiduciary and Plan 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
written issues and comments they may feel appropriate. In
their sole discretion, the Plan Fiduciary and Plan
Administrator shall then review the second claim and provide a
written decision within sixty (60) days of receipt of such
claim. This decision shall likewise state the specific reasons
for the decision and shall include reference to specific
provisions of the Plan Agreement upon which the decision is
based.
If claimants continue to dispute the benefit denial based upon
completed performance of this Agreement or the meaning and
effect of the terms and conditions thereof, then claimants may
submit the dispute to a Board of Arbitration for final
arbitration. Said Board shall consist of one member selected
by the claimant, one member selected by the Bank and the third
member selected by the first two members. The Board shall
operate under any generally recognized set of arbitration
rules. The parties hereto agree that they and their heirs,
personal representatives, successors and assigns shall be
bound by the decision of such Board with respect to any
controversy properly submitted to it for determination.
Where a dispute arises as to the Bank's discharge of the
Executive "for cause," such dispute shall likewise be
submitted to arbitration as above described and the parties
hereto agree to be bound by the decision thereunder.
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IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the 13th day
of January, 1995, and that, upon execution, each has received a conforming copy.
CITIZENS BANK
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Witness Title
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Witness
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