EXHIBIT 10.2
DIRECTORS DEFERRED COMPENSATION AGREEMENT
-----------------------------------------
This Deferred Compensation Agreement (hereinafter referred to as this
"Agreement") dated this ___ day of ___________, ___, by and between Farmers and
Merchants Bank, Brooklet, Georgia (hereinafter referred to as the "Corporation")
and _______________ (hereinafter referred to as the "Director").
WITNESSETH
----------
For and in consideration of the mutual promises contained in this Agreement and
other good and valuable consideration given by each party to this Agreement to
the other party to this Agreement, receipt of which is hereby acknowledged by
each party, the parties to this Agreement hereby agree as follows:
1. SERVICE PROVISION
--------------------
The Corporation desires to retain the services of the Director for five years,
if elected, to serve on the Board of Directors. The Director, in consideration
of the mutual promises contained in this Agreement, agrees to continue to serve
as Director, if elected.
2. COMPENSATION PROVISION
-------------------------
The Corporation shall pay the Director the sum of $__________, payable in equal
monthly installments of $__________ for 120 consecutive months. Payments will
commence on the first day of the month following the Director's 65th birthday.
Payments shall terminate when the 120 monthly installments have been paid or
upon the death of the Director, whichever occurs first.
3. DEATH OF DIRECTOR PRIOR TO AGE 65
------------------------------------
Upon the death of the Director prior to reaching age 65, the Corporation shall
pay to the Director's designated beneficiary, the sum of $___________ per month
for 120 consecutive months. Payments shall commence on the first day of the
month following the death of the Director.
4. DEATH OF DIRECTOR AFTER AGE 65
---------------------------------
Should the Director die after age 65 before receiving the entire 120 monthly
installments, the remaining monthly installments shall be paid to the Director's
designated beneficiary. The beneficiary shall receive all remaining monthly
installments which would have been payable to the Director until the total sum
of $__________ as provided in paragraph "2" of this Agreement is paid. In the
event that the Director does not designate a beneficiary in writing to the
Corporation, the legal representative of the estate of the Director shall
receive the balance of the monthly installments remaining at the time of his or
her death.
5. TERMINATION PROVISION
------------------------
Should the Director fail to serve five consecutive years as Director, for any
reason other than death, compensation will be paid as follows:
He or she will receive monthly compensation beginning at age 65 on the
basis that the number of full months served bears to the required
number of 60 months (5 years) times the compensation stated in
paragraph "2".
Example: Service for only 38 months will entitle the Director
to 38/60 of the compensation stated in paragraph "2".
6. STATUS PROVISION
-------------------
This Agreement is not a contract of employment between the parties and the
Director shall retain the right to terminate his or her service. The
shareholders shall retain the right to replace the Director.
7. SERVICE INTERRUPTION PROVISION
---------------------------------
The following reasons for absence shall not be deemed to have terminated or
interrupted the active service of the Director.
o Illness
o Disability
o Authorized vacation
o Temporary leaves of absence for professional advancement or
education
o Government service
o Military leave
8. FORFEITURE PROVISION
-----------------------
All rights to compensation after age 65 shall be forfeited by the Director
should he or she engage in competition with the Corporation, without prior
written consent of the Corporation, within a radius of 10 miles of the main
office of the Corporation for a period of ten years.
9. ASSIGNMENT PROVISION
-----------------------
The Director or any beneficiary or designee of the Director may not assign any
rights to compensation under this Agreement. Any attempt to sell, transfer,
assign, encumber, pledge or alter the Director's right to receive compensation
shall be void.
10. RIGHTS TO POLICY OWNERSHIP
------------------------------
If the bank shall acquire an insurance policy or any other asset in connection
with the liabilities assumed by it hereunder, it is expressly understood and
agreed that neither Director nor any beneficiary of Director shall have any
right with respect to, or claim against, such policy or other asset except as
expressly provided by the terms of such policy or in the title to such other
asset. Such policy or asset shall not be deemed to be held under any trust for
the benefit of Director or his beneficiaries or the be held in any way as
collateral security for the fulfilling of the obligations of the Bank under this
Agreement except as may be expressly provided by the terms of such policy or
other asset. It shall be, and remain, a general, unpledged, unrestricted asset
of the Bank.
11. MISCELLANEOUS PROVISIONS
----------------------------
A. This Agreement shall be binding upon all parties hereto. This shall
include the successors and assigns of the corporation, and the heirs
and legal representatives of the Director.
B. This Agreement shall be amended only by written agreement signed by the
parties.
C. This Agreement shall be construed and interpreted under the laws of the
State of Georgia and the validity of this Agreement shall depend upon
such laws.
IN WITNESS WHEREOF, the Corporation and the Director have duly executed this
Agreement under seal as of the date first above written.
(Seal)
By
---------------------------------------
Corporation Farmers and Merchants Bank,
Brooklet, Ga.
--------------------------- -----------------------------------------
Witness Director
DESIGNATION OF BENEFICIARY
I hereby make the following designation of Beneficiary under the Deferred
Compensation Agreement with Farmers and Merchants Bank, Brooklet, Ga.
BENEFICIARY
---------------------------------------------
Portion of
Distribution
Name Relationship Under Agreement
---- ------------ ----------------
______________________
Address:______________
______________________
______________________ ____________________ ________________%
Name
----
______________________
Address:______________
______________________ ____________________ ________________%
CONTINGENT BENEFICIARY
----------------------
Name
______________________
Address:______________
______________________ ____________________ ________________%
I hereby reserve the right to change or amend this designation of beneficiary at
any time during my lifetime.
This ____ day of __________, ______.
________________________ _______________________________
Witness Signature
ELECTION TO DEFER PAYMENT OF DIRECTOR'S FEES
--------------------------------------------
TO: Farmers and Merchants Bank, Brooklet, Ga. DATE: ___________
I hereby elect to defer payment of my Director's fees for a period of years
listed below commencing _______________, _____. I further wish compensation to
be paid to me beginning on the first day of the month following my 65th birthday
or the 73rd month of deferral of my Director's fees, whichever is last to occur,
for a period of 120 months. This election is made by me in accordance with a
non-qualified Deferred Compensation Agreement authorized by the Board of
Director's of Farmers and Merchants Bank, Brooklet, Georgia on the ____ day of
__________, _____.
The Director's fees I wish to defer is as follows:
$__________ of monthly fees for ______ years.
_________________________________
Name
_________________________________
Signature
_________________________________
Witness
SCHEDULE
This schedule sets forth each director with whom the Bank has entered
into a Deferred Compensation Agreement, and the monthly benefit payable upon the
director's attaining age 65.
DIRECTOR MONTHLY BENEFIT
-------- ---------------
X. X. Xxxxxx (Emeritus) 245.00
Xxxxxx Xxxxxx (Emeritus) 465.00
Xxxxx X. Xxxxx, Xx. (Emeritus) 694.42
Origen X. Xxxxx 305.00
Xxxxx X. Xxxxx 1193.00
Xxxx X. Xxxxxx 693.33
Xxxxxx Xxxxxxxxx 600.00
