EXHIBIT 10.14
DEFERRED COMPENSATION AGREEMENT
This Agreement, entered into this 11th day of April, 1997, by and
between Benefit Financial Services, Inc., an Alabama corporation (hereafter
referred to as the "Company") and Xxxx X. Xxxxx (hereafter referred to as the
"Employee").
W I T N E S S E T H :
WHEREAS, the Employee has been employed by Pension & Benefit Financial
Services, Inc. ("Pension Benefit") and has discharged her duties in a capable
and efficient manner to the benefit of Pension Benefit; and
WHEREAS, it is the desire of the Company to retain the services of the
Employee; and
WHEREAS, the Employee is willing to provide such services to the
Company, provided that the Company agrees to provide certain benefits
hereinafter described, and in accordance with the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, as well as other good and valuable consideration it is agreed
as follows:
1. DEFERRED COMPENSATION.
(a) The Company hereby agrees that, in addition to the
annual salary and other benefits payable to the Employee during the term of her
employment with the Company pursuant to that certain Employment Agreement
between the Employee and the Company dated April 11, 1997, the Company will
provide to the Employee, as deferred compensation, payable in monthly
installments, beginning upon the earlier of age sixty-five (65) or the
Employee's death, as provided in Section 2, below, an annual amount equal to
Thirty Thousand Dollars ($30,000) per year for fifteen (15) years, the payments
of which, if not made by the Company, shall be made by SouthFirst Bancshares,
Inc., the sole shareholder of the Company.
(b) Vesting of Deferred Compensation Amount.
At the time of termination of employment, for any reason, the
Employee shall be fully vested in, and entitled to, the amount of deferred
compensation hereunder this Agreement.
(c) Death of Employee.
If the termination of the employment of the Employee is due to
the death of the Employee, then the benefits otherwise payable hereunder at age
sixty-five (65), shall be payable commencing upon said death of the Employee, to
the designated beneficiary of the Employee.
(d) Beneficiary Designation.
Employee shall have the right to designate a beneficiary to
receive any amount coming due on account of the death of the Employee, and may,
from time to time, change such designation provided such changes are in writing,
filed with, and in a form acceptable to, the Company. In the absence of an
effective designation of beneficiary, any amounts becoming due and payable upon
the death of the Employee shall be payable to her duly qualified executor or
administrator.
2. COMMENCEMENT OF DISTRIBUTION.
The Employee, or the Employee's duly designated beneficiary (or
qualified executor or administrator), shall receive distributions beginning on
the first day of the first month following the earlier to occur of:
(a) The attainment of age sixty-five (65) by Employee, if
Employee is no longer in the employ of the Company;
(b) The termination of employment of the Employee by the
Company, if subsequent to age sixty-five (65); or
(c) the death of the Employee.
3. AMOUNT OF BENEFITS.
Starting with the first month for which the Employee (or the Employee's
duly designated beneficiary or personal representative) is entitled to payment
hereunder, the Employee (or such beneficiary or representative) shall receive in
monthly installments, the annual amount computed under Section 1(a) above.
4. ALIENATION.
It is agreed that the rights of the Employee or any beneficiary under
this Agreement are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment by
creditors of the Employee or the Employee's beneficiary or personal
representative, and in the event of any attempted assignment or transfer, the
Company shall have no further liability hereunder.
5. NO TRUST.
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 Employer and the Employee, her
designated beneficiary or any other person.
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6. FUNDING.
(a) The Company's obligation under this Agreement shall
be an unfunded and unsecured promise to pay. The Company shall not be obligated
under any circumstances to fund its obligations under this Agreement. The
Company may, however, at its sole and exclusive option, informally fund this
Agreement in whole or in part.
(b) If the Company shall determine to informally fund
this Agreement, in whole or in part, the manner of such informal funding, and
the continuance or discontinuance or such informal funding shall be the sole and
exclusive decision of the Company.
(c) If the Company shall determine to informally fund
this Agreement, in whole or in part, by procuring as owner, life insurance for
its own behalf on the life of the Employee, the form of such insurance and the
amounts shall be the sole and exclusive decision of the Company. The Employee
hereby agrees to submit to medical examinations, supply such information, and
execute such documents as may be required by the insurance company, or companies
to whom the Company may have applied for such insurance if the Company shall
determine to informally fund this Agreement with life insurance.
7. EMPLOYEE RIGHT TO ASSETS.
The rights of the Employee, any designated beneficiary of the Employee,
or any other person claiming through the Employee under this Agreement, shall be
solely those of an unsecured general creditor of the Company. The Employee, the
designated beneficiary of the Employee, or any other person claiming through the
Employee, shall only have the right to receive from the Company those payments
specified under this Agreement. The Employee agrees that she, her designated
beneficiary, and any other person claiming through shall have no rights or
interests whatsoever in any asset of the Company, including any insurance
policies or contracts which the Company may possess or obtain to informally fund
this Agreement. Any assets used or acquired by, the Company in connection with
its contingent liabilities arising under this Agreement shall not be deemed to
be held under any trust for the benefit of the Employee or the Employee's
beneficiaries. Nor shall any such assets be considered security for the
performance of the obligations of the Company. Such assets shall be, and remain,
general and unrestricted assets of the Company.
8. NO ASSIGNMENT.
The rights of the Employee or of any other person to the payment of any
benefits under this Agreement may not be assigned, transferred, pledged or
encumbered except by Will or by the law of descent and distribution.
9. INCAPACITY OF BENEFICIARY.
If the Company shall find that any person to whom any payment is
payable under this Agreement is unable to care for her 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 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 Company to have incurred expense for such
person or otherwise entitled to payment. In accordance with the applicable
provisions of paragraph 3 above or, with respect to a minor, to a custodian
selected by Company under the Alabama Uniform Transfers to Minors Act or any
statute of similar import. Any such payment shall be a complete discharge of the
liabilities of Company under this Agreement.
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10. EMPLOYMENT RIGHTS.
This Agreement shall not be deemed to create a contract of employment
between the Employee and shall create no right in the Employee to continue in
the Company's employ for any specific period of time, or to create any other
rights in the Employee or obligations on the part of the Company, except as are
set forth in this Agreement. This Agreement in no way restricts the right of the
Company to terminate the Employee with or without cause and in no way restricts
the right of the Employee to terminate her employment.
11. TAX, ETC. TREATMENT.
Any deferred compensation payable under this Agreement shall not be
deemed salary and shall not be included in the Employee's taxable income under
Federal or state law until it is actually received by the Employee.
12. BINDING EFFECT.
This Agreement shall be binding upon and inure to the benefit of the
Company, its successors and assigns and the Employee, her heirs, executors,
administrators, and legal representatives.
13. GOVERNING LAW.
This Agreement shall be construed in accordance with and governed by
the laws of the State of Alabama.
14. ACCELERATION OF PAYMENTS.
The Company reserves the right to accelerate the payment of any
benefits payable under this Agreement without the consent of the Employee, her
estate, her designated recipients, or any other person claiming through the
Employee.
15. LEAVES OF ABSENCE.
The Company may, in its sole discretion and in writing, permit the
Employee to take a leave of absence for a period not to exceed one year. During
such leave, the Employee will still be considered to be in the continuous
employment of the Company for purposes of this Agreement.
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16. INTENT OF PARTIES.
It is intended and understood by the parties hereto that this Agreement
complies with the provisions of the Internal Revenue Code and Regulations in
effect at the time of its execution. If, at a later date, the laws of the United
States or the State of Alabama are construed in such a way as to make this
Agreement void and of no effect, this Agreement will be given effect in such
manner as will best carry out the purposes and intentions of the parties.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and the Employee hereunto has set her
hand and seal as of the date first above written.
ATTEST: BENEFIT FINANCIAL SERVICES, INC.
/s/ Xxx X. XxXxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------- --------------------------------------
Secretary President and Chief Executive Officer
/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx ("Employee")
With Respect to Section 1(a) Only:
SOUTHFIRST BANCSHARES, INC.
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------------
President and Chief Executive Officer
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