EXHIBIT 10.16
BANKPITTSBURGH
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
THIS AGREEMENT is made effective this 1st day of January, 2002 (the
"Effective Date"), by and between Pittsburgh Financial Corp. (the
"Corporation"), a Pennsylvania corporation, Pittsburgh Savings Bank, dba
BankPittsburgh (the "Bank"), a state-chartered stock savings bank located in
Wexford, Pennsylvania (collectively referred to as the "Employers") and Xxxxxxx
X. Xxxx (the "Executive"), intending to be legally bound hereby. References to
Employers shall be either the Bank or the Corporation, or both, as applicable.
INTRODUCTION
To encourage the Executive to remain an employee of the Employers, the
Employers are willing to provide supplemental retirement benefits to the
Executive. The Employers will pay the benefits from its general assets.
AGREEMENT
ARTICLE 1
DEFINITIONS
1.1 Definitions. Whenever used in this Agreement, the following
words and phrases shall have the meanings specified:
1.1.1 "Change in Control of the Corporation" shall mean a
change in control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended
("Exchange Act"), or any successor thereto, whether or not the
Corporation is registered under Exchange Act; provided that, without
limitation, such a change in control shall be deemed to have occurred
if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 25% or more of the
combined voting power of the Corporation's then outstanding
securities; or (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Corporation cease for any reason to constitute at
least a majority thereof unless the election, or the nomination for
election by stockholders, of each new director was approved by a vote
of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.
1.1.2 "Code" shall mean the Internal Revenue Code of 1986,
as amended.
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1.1.3 "Disability" shall mean termination because of any
physical or mental impairment which qualifies the Executive for
disability benefits under the applicable long-term disability plan
maintained by the Employers or any subsidiary or, if no such plan
applies, which would qualify the Executive for disability benefits
under the Federal Social Security System.
1.1.4 "Early Termination" shall mean the Termination of
Employment before Normal Retirement Age for reasons other than death,
Disability, Termination for Cause or following a Change in Control.
1.1.5 "Normal Retirement Age" shall mean the Executive's
62nd birthday.
1.1.6 "Normal Retirement Date" shall mean the later of the
Normal Retirement Age or Termination of Employment.
1.1.7 "Plan Year" shall mean each consecutive twelve (12)
month period commencing with the Effective Date of this Agreement.
1.1.8 "Termination of Employment" shall mean that the
Executive ceases to be employed by the Employers for any reason
whatsoever other than by reason of a leave of absence, which is
approved by the Employers. For purposes of this Agreement, if there
is a dispute over the employment status of the Executive or the date
of the Executive's Termination of Employment, the Employers shall
have the sole and absolute right to decide the dispute.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. The Bank shall pay to the Executive
the benefit described in this Section 2.1 in lieu of any other benefit under
this Agreement upon Termination of Employment on or after the Normal Retirement
Age for reasons other than death.
2.1.1 Amount of Benefit. The annual Normal Retirement
Benefit under this Section 2.1 is $96,000 (ninety six thousand
dollars), subject to the vesting schedule described in Section 2.4.
The Bank may increase the annual benefit under this Section 2.1 at
the sole and absolute discretion of the Bank's Board of Directors.
Any increase in the annual benefit shall require the recalculation of
all the amounts on Schedule A attached hereto. The annual benefit
amounts on Schedule A are calculated by amortizing the Accrued
Benefit using the interest method of accounting, a 7.50% discount
rate, monthly compounding and monthly payments.
2.1.2 Payment of Benefit. The Employers shall pay the
annual benefit to the Executive in 12 equal monthly installments
payable on the first day of each month
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commencing with the month following the Executive's Normal Retirement
Date and continuing for 239 additional months.
2.1.3 Benefit Increases. Commencing on the first
anniversary of the first benefit payment, and continuing on each
subsequent anniversary, the Bank's Board of Directors, in its sole
discretion, may increase the benefit.
2.2 Early Termination Benefit. Upon Early Termination, the Bank
shall pay to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under this Agreement.
2.2.1 Amount of Benefit. The annual benefit under this
Section 2.2 is the Accrued Benefit set forth in Schedule A for the
Plan Year ending immediately prior to the Early Termination Date,
multiplied by the appropriate vesting percentage as described in
Section 2.4.
2.2.2 Payment of Benefit. The Bank shall distribute the
vested Accrued Benefit in equal monthly installments payable on the
first day of each month commencing with the month following the
Executive's date of termination and continuing for 239 additional
months. The monthly installment amount shall be based on a 7.50%
discount rate and monthly compounding of interest.
2.2.3 Benefit Increases. Benefit payments may be increased
as provided in Section 2.1.3.
2.3 Disability Benefit. If the Executive terminates employment due
to Disability prior to Normal Retirement Age, the Bank shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.
2.3.1 Amount of Benefit. The annual benefit under this
Section 2.3 is the Disability Benefit amount set forth in Schedule A
for the Plan Year ending immediately prior to the date in which
Termination of Employment occurs.
2.3.2 Payment of Benefit. The Bank shall pay the annual
benefit to the Executive in 12 equal monthly installments commencing
within 90 days after the date of the Executive's Termination of
Employment and continuing for 239 additional months.
2.3.3 Benefit Increases. Benefit payments may be increased
as provided in Section 2.1.3.
2.4 Vesting. Upon Termination of Employment under either Section
2.1 or 2.2, the Executive's benefit will be based on the Accrued Benefit
detailed in Schedule A multiplied by the lesser of the vesting percentage
determined under Section 2.4.1 or 2.4.2:
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2.4.1 Normal Vesting Schedule. The normal vesting shall be
20% at the end of the first Plan Year and an additional 20% at the
end of each Plan Year thereafter until 100% is reached.
2.4.2 Conditional Vesting Schedule. For any calander year
that the Corporation's core return on average assets (ROAA) does not
equal or exceed the amount specified in this paragraph, there will be
no vesting for the Plan Year that most closely matches or overlaps
with that Plan Year. This shall effectively delay the normal vesting
schedule for one year.
Plan Year Minimum ROAA
--------- ------------
1 .20%
2 .30%
3 .40%
4 .50%
5 .60%
2.5 Change in Control Benefit. If Executive is in active service at
the time of a Change in Control, the Bank shall pay to the Executive the benefit
described in this Section 2.5 in lieu of any other benefit under this Agreement.
2.5.1 Amount of Benefit. The benefit under this Section 2.5
is the benefit set forth in Schedule A, which amounts are based on
three years plus the number of Plan Years completed on the date of
the Executive's termination of employment, not to exceed twenty (24)
years. The Change in Control Annual Benefit amounts are calculated
using the interest method of accounting, a 7.50% discount rate, and
assuming monthly compounding and monthly benefit payments.
2.5.2 Payment of Benefit. The Bank shall distribute the
appropriate annual benefit in equal monthly installments payable on
the first day of each month commencing with the month following the
Executive's date of termination and continuing for 239 additional
months. The monthly installment amount shall be based on a 7.50%
discount rate and monthly compounding of interest.
2.6 Rabbi Trust. Within 90 days of a Change in Control of the
Corporation, a rabbi trust shall be established and shall at all times be funded
with assets at least equal to the present value of the unpaid balance of the
Executive's vested benefit. A discount rate no greater than the ten year
Treasury note shall be used in calculating present value.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Executive dies while in the
active service of the Employers, the Bank shall pay to the Executive's
beneficiary the benefit described in this Section
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3.1. This benefit shall be paid in lieu of the Lifetime Benefits of Article 2.
3.1.1 Amount of Benefit. The annual benefit under this
Section 3.1 is the Normal Retirement Benefit described in Section
2.1.1.
3.1.2 Payment of Benefit. The Bank shall pay the annual
benefit to the beneficiary in 12 equal monthly installments payable
on the first day of each month commencing within 90 days of the
Executive's death and continuing for 239 additional months.
3.2 Death During Benefit Period. If the Executive dies after the
benefit payments have commenced under this Agreement but before receiving all
such payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
3.3 Death Following Termination of Employment But Before Benefits
Commence. If the Executive is entitled to benefits under this Agreement, but
dies prior to receiving said benefits, the Employers shall pay to the
Executive's beneficiary the same benefits, in the same manner, they would have
been paid to the Executive had the Executive survived; however, said benefit
payments will commence within 90 days of the Executive's death.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall designate a
beneficiary by filing a written designation with the Bank. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by the Bank during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Bank may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person. The Bank may require proof of
incapacity, minority or guardianship, as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Bank from all liability with respect to such benefit.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Excess Parachute or Golden Parachute Payment. If the payments
and benefits pursuant to this Agreement, either alone or together with other
payments and benefits which the Executive has the right to receive from the
Employers, would constitute a "parachute payment"
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under Section 280G of the Code, the payments and benefits pursuant to this
Agreement shall be reduced, in the manner determined by the Executive, by the
amount, if any, which is the minimum necessary to result in no portion of the
payments and benefits under this Agreement being non-deductible to the Employers
pursuant to Section 280G of the Code and subject to the excise tax imposed under
Section 4999 of the Code. The determination of any reduction in the payments
and benefits to be made pursuant to this Agreement shall be based upon the
opinion of independent tax counsel selected by the Employers' independent public
accountants and paid by the Employers. Such counsel shall be reasonably
acceptable to the Employers and the Executive; shall promptly prepare the
foregoing opinion, but in no event later than thirty (30) days the date of
Termination of Employment; and may use such actuaries as such counsel deems
necessary or advisable for the purpose. In the event that the Employers and/or
the Executive do not agree with the opinion of such counsel, (i) the Employers
shall pay to the Executive the maximum amount of payments and benefits pursuant
to this Agreement, as selected by the Executive, which such opinion indicates
that there is a high probability do not result in any of such payments and
benefits being non-deductible to the Employers and subject to the imposition of
the excise tax imposed under Section 4999 of the Code and (ii) the Employers may
request, and Executive shall have the right to demand that the Employers
request, a ruling from the Internal Revenue Service ("IRS") as to whether the
disputed payments and benefits payable pursuant to this Agreement have such
consequences. Any such request for a ruling from the IRS shall be promptly
prepared and filed by the Employers, but in no event later than thirty (30) days
from the date of the opinion of counsel referred to above, and shall be subject
to Executive's approval prior to filing, which shall not be unreasonably
withheld. The Employers and Executive agree to be bound by any ruling received
from the IRS and to make appropriate payments to each other to reflect any such
rulings, together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code. Nothing contained herein shall result in a
reduction of any payments or benefits to which the Executive may be entitled to
pursuant to this Agreement under any circumstances below zero.
5.2 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Employers shall not pay any benefit under this
Agreement, if the Employers terminate the Executive's employment for cause.
Termination of the Executive's employment for "Cause" shall mean termination
because of personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order or material
breach of any provision of the Agreement. For purposes of this paragraph, no act
or failure to act on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that the Executive's action or omission was in the best
interest of the Employers.
5.3 Removal. Notwithstanding any provision of this Agreement to the
contrary, the Employers shall not pay any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section
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8(e) of the Federal Deposit Insurance Act ("FDIA").
5.4 Non-compete Provision. The Executive shall not, for three (3)
years following the date of Termination of Employment, directly or indirectly,
either as an individual or as a proprietor, stockholder, partner, officer,
director, employee, agent, consultant or independent contractor of any
individual, partnership, corporation or other entity (excluding an ownership
interest of three percent (3%) or less in the stock of a publicly traded
company):
(i) become employed by, participate in, or be connected
in any manner with the ownership, management,
operation or control of any bank, savings and loan
or other similar financial institution if the
Executive's responsibilities will include providing
banking or other financial services within the
twenty-five (25) miles of any office maintained by
the Employers as of the date of the termination of
the Executive's employment;
(ii) participate in any way in hiring or otherwise
engaging, or assisting any other person or entity
in hiring or otherwise engaging, on a temporary,
part-time or permanent basis, any individual who
was employed by the Employers as of the date of
termination of the Executive's employment;
(iii) assist, advise, or serve in any capacity,
representative or otherwise, any third party in any
action against the Employers or transaction
involving the Employers;
(iv) sell, offer to sell, provide banking or other
financial services, assist any other person in
selling or providing banking or other financial
services, or solicit or otherwise compete for,
either directly or indirectly, any orders,
contract, or accounts for services of a kind or
nature like or substantially similar to the
financial services performed or financial products
sold by the Employers (the preceding hereinafter
referred to as "Services"), to or from any person
or entity from whom the Executive or the Employers,
to the knowledge of the Executive provided banking
or other financial services, sold, offered to sell
or solicited orders, contracts or accounts for
Services during the three (3) year period
immediately prior to the termination of the
Executive's employment;
(v) divulge, disclose, or communicate to others in any
manner whatsoever, any confidential information of
the Employers, to the knowledge of the Executive ,
including, but not limited to, the names and
addresses of customers or prospective customers, of
the Employers, as they may have existed from time
to time, of work performed or services rendered for
any customer, any method and/or procedures relating
to projects or other work developed for the
Employers, earnings or other information concerning
the Employers. The restrictions contained in this
subparagraph (v) apply to all
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information regarding the Employers, regardless of
the source who provided or compiled such
information. Notwithstanding anything to the
contrary, all information referred to herein shall
not be disclosed unless and until it becomes known
to the general public from sources other than the
Executive.
5.4.2 Judicial Remedies. In the event of a breach or
threatened breach by the Executive of any provision of these
restrictions, the Executive recognizes the substantial and immediate
harm that a breach or threatened breach will impose upon the
Employers, and further recognizes that in such event monetary damages
may be inadequate to fully protect the Employers. Accordingly, in the
event of a breach or threatened breach of this Agreement, the
Executive consents to the Employers' entitlement to such ex parte,
preliminary, interlocutory, temporary or permanent injunctive, or any
other equitable relief, protecting and fully enforcing the Employers'
rights hereunder and preventing the Executive from further breaching
any of his obligations set forth herein. The Executive expressly
waives any requirement, based on any statute, rule of procedure, or
other source, that the Employers post a bond as a condition of
obtaining any of the above-described remedies. Nothing herein shall
be construed as prohibiting the Employers from pursuing any other
remedies available to the Employers at law or in equity for such
breach or threatened breach, including the recovery of damages from
the Executive. The Executive expressly acknowledges and agrees that:
(i) the restrictions set forth in Section 5.4.1 hereof are
reasonable, in terms of scope, duration, geographic area, and
otherwise, (ii) the protections afforded the Employers in Section
5.4.1 hereof are necessary to protect its legitimate business
interest, (iii) the restrictions set forth in Section 5.4.1 hereof
will not be materially adverse to the Executive's employment with the
Employers, and (iv) his agreement to observe such restrictions forms
a material part of the consideration for this Agreement.
5.4.3 Overbreadth of Restrictive Covenant. It is the
intention of the parties that if any restrictive covenant in this
Agreement is determined by a court of competent jurisdiction to be
overly broad, then the court should enforce such restrictive covenant
to the maximum extent permitted under the law as to area, breadth and
duration.
5.4.4 Change in Control. The non-compete provision detailed
in Section 5.4.1 hereof shall not be enforceable following a Change
in Control of the Corporation.
5.5 Suicide or Misstatement. No benefits shall be payable if the
Executive commits suicide within two years after the date of this Agreement, or
if the insurance company denies coverage for material misstatements of fact made
by the Executive on any application for life insurance purchased by the
Employers, or any other reason; provided, however that the Employers shall
evaluate the reason for the denial, and upon advice of legal counsel and in its
sole discretion, consider judicially challenging any denial.
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ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. An Executive or beneficiary ("claimant") who
has not received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a
claim by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Employers shall
respond to such claimant within 90 days after receiving the claim. If
the Employers determine that special circumstances require additional
time for processing the claim, the Employers can extend the response
period by an additional 90 days by notifying the claimant in writing,
prior to the end of the initial 90-day period, that an additional
period is required. The notice of extension must set forth the
special circumstances and the date by which the Employers expect to
render their decision.
6.1.3 Notice of Decision. If the Employers deny part or all
of the claim, the Employers shall notify the claimant in writing of
such denial. The Employers shall write the notification in a manner
calculated to be understood by the claimant. The notification shall
set forth:
6.1.3.1 The specific reasons for the denial,
6.1.3.2 A reference to the specific provisions of
the Plan/Agreement on which the denial is based,
6.1.3.3 A description of any additional information
or material necessary for the claimant to perfect the claim and
an explanation of why it is needed,
6.1.3.4 An explanation of the Agreement's review
procedures and the time limits applicable to such procedures,
and
6.1.3.5 A statement of the claimant's right to
bring a civil action under ERISA Section 502(a) following an
adverse benefit determination on review.
ARTICLE 7
AMENDMENTS AND TERMINATION
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and such officer or officers as may be specifically designated by
the Boards of Directors of the Employers to sign on their behalf. No waiver by
any party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the
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same or at any prior or subsequent time.
ARTICLE 8
MISCELLANEOUS
8.1 Administration. The Employers shall have powers, which are
necessary to administer this Agreement, including but not limited to:
8.1.1 Interpreting the provisions of the Agreement;
8.1.2 Establishing and revising the method of accounting
for the Agreement;
8.1.3 Maintaining a record of benefit payments; and
8.1.4 Establishing rules and prescribing any forms
necessary or desirable to administer the Agreement.
8.2 Applicable Law. The Agreement and all rights hereunder shall
be governed by the laws of the Commonwealth of Pennsylvania, except to the
extent preempted by the laws of the United States of America.
8.3 Binding Effect. This Agreement shall bind the Executive and the
Employers, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
8.4 Entire Agreement. This Agreement constitutes the entire
agreement between the Employers and the Executive as to the subject matter
hereof. No rights are granted to the Executive by virtue of this Agreement other
than those specifically set forth herein.
8.5 Administrator. The Employers shall be the administrator under
this Agreement. The Employers may delegate to others certain aspects of the
management and operational responsibilities including the service of advisors
and the delegation of ministerial duties to qualified individuals.
8.6 Right of Offset. The Employers shall have the right to offset
the benefits against any unpaid obligation the Executive may have with the
Employers.
8.7 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Employers, nor does it interfere with the Employers' right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.
8.8 Non-Transferability. Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.
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8.9 Notice. For the purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
To the Employers: Secretary
BankPittsburgh
0000 Xxxxxxx Xxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
To the Executive: Xxxxxxx X. Xxxx
000 Xxxxxxxxx Xx
Xxxxxxxxxx, XX 00000
8.10 Facility of Payment. If the Executive is declared to be
incompetent, or incapable of handling the disposition of his or her property,
the Employers may pay such benefit to the duly appointed guardian, legal
representative or person having the care or custody of the Executive. The
Employers may require proof of incompetence, minority or guardianship as it may
deem appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Employers from all liability with respect to such
benefit.
8.11 Reorganization. The Corporation shall not merge or consolidate
into or with another company, or reorganize, or sell substantially all of its
assets to another company, firm or person unless such succeeding or continuing
company, firm or person agrees to assume and discharge the obligations of the
Corporation hereunder.
8.12 Tax Withholding. The Employers shall withhold any taxes that
are required to be withheld from the benefits provided under this Agreement.
8.13 Nature of Obligations. Except as described in Section 2.6,
nothing contained herein shall create or require the Employers to create a trust
of any kind to fund any benefits which may be payable hereunder, and to the
extent that the Executive acquires a right to receive benefits from the
Employers hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Employers.
8.14 Headings. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.15 Validity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
8.16 Counterparts. This Agreement may be executed in one or more
counterparts, each off which shall be deemed to be an original but all of which
together will constitute one and the
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same instrument.
8.17 Regulatory Prohibition. Notwithstanding any other provision of
this Agreement to the contrary, any payments made to the Executive pursuant to
this Agreement, or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) of the FDIA(12 U.S.C.ss.1828(k)) and any
regulations promulgated thereunder.
8.18 Recovery of Estate Taxes. If the Executive's gross estate for
federal estate tax purposes includes any amount determined by reference to and
on account of this Agreement, and if the beneficiary is other than the
Executive's estate, then the Executive's estate shall be entitled to recover
from the beneficiary receiving such benefit under the terms of the Agreement, an
amount by which the total estate tax due by the Executive's estate, exceeds the
total estate tax which would have been payable if the value of such benefit had
not been included in the Executive's gross estate. If there is more than one
person receiving such benefit, the right of recovery shall be against each such
person. In the event the beneficiary has a liability hereunder, the beneficiary
may petition the Employers for a lump sum payment in an amount not to exceed the
beneficiary's liability hereunder.
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IN WITNESS WHEREOF, the Executive and duly authorized officers of the
Employers have signed this Agreement.
ATTEST: CORPORATION:
PITTSBURGH FINANCIAL CORP
/s/ Xxxxx X. Xxxxx By /s/ J. Xxxxx Xxxxxx
---------------------- -------------------------
Title Chairman/President/CEO
---------------------------
ATTEST: BANK:
PITTSBURGH SAVINGS BANK DBA
BANKPITTSBURGH
/s/ Xxxxx X. Xxxxx By /s/ J. Xxxxx Xxxxxx
---------------------- -------------------------------
Title Chairman/President/CEO
---------------------------
WITNESS: EXECUTIVE:
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxx
---------------------- ----------------------------------
EXECUTIVE'S NAME - Xxxxxxx X.Xxxx
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BENEFICIARY DESIGNATION
BANKPITTSBURGH
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
EXECUTIVE'S NAME
I designate the following as beneficiary of any death benefits under the
Supplemental Executive Retirement Agreement:
Primary: ______________________________________________________________________
________________________________________________________________________________
Contingent: ___________________________________________________________________
________________________________________________________________________________
NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S)
AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.
I understand that I may change these beneficiary designations by filing a new
written designation with the Employers. 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.
Signature _____________________________
Date __________________________________
Accepted by the Employers this ______ day of _________________, 2002.
By _____________________________________
Title __________________________________
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SCHEDULE A
BANKPITTSBURGH
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
LIFETIME BENEFITS
XXXX XXXX
CHANGE IN
NORMAL EARLY DISABILITY CONTROL
VESTING VESTED TERMINATION ANNUAL ANNUAL
PLAN ATTAINED ACCRUED SCHEDULE ACCRUED ANNUAL BENEFIT BENEFIT BENEFIT
YEAR AGE BENEFIT (1) BENEFIT (2) (2) (2)
1 39 $ 16,446 20.00% $ 3,289 $ 316 $ 1,580 $ 5,676
2 40 $ 34,168 40.00% $ 13,667 $ 1,313 $ 3,283 $ 9,225
3 41 $ 53,266 60.00% $ 31,960 $ 3,070 $ 5,117 $11,521
4 42 $ 73,847 80.00% $ 59,078 $ 5,676 $ 7,095 $13,996
5 43 $ 96,025 100.00% $ 96,025 $ 9,225 $ 9,225 $16,662
6 44 $119,926 100.00% $119,926 $11,521 $11,521 $19,536
7 45 $145,681 100.00% $145,681 $13,996 $13,996 $22,632
8 46 $173,436 100.00% $173,436 $16,662 $16,662 $25,969
9 47 $203,346 100.00% $203,346 $19,536 $19,536 $29,565
10 48 $235,578 100.00% $235,578 $22,632 $22,632 $33,440
11 49 $270,312 100.00% $270,312 $25,969 $25,969 $37,616
12 50 $307,743 100.00% $307,743 $29,565 $29,565 $42,116
13 51 $348,080 100.00% $348,080 $33,440 $33,440 $46,966
14 52 $391,547 100.00% $391,547 $37,616 $37,616 $52,192
15 53 $438,390 100.00% $438,390 $42,116 $42,116 $57,824
16 54 $488,869 100.00% $488,869 $46,966 $46,966 $63,893
17 55 $543,267 100.00% $543,267 $52,192 $52,192 $70,433
18 56 $601,887 100.00% $601,887 $57,824 $57,824 $77,481
19 57 $665,059 100.00% $665,059 $63,893 $63,893 $85,076
20 58 $733,135 100.00% $733,135 $70,433 $70,433 $93,260
21 59 $806,496 100.00% $806,496 $77,481 $77,481 $96,000
22 60 $885,551 100.00% $885,551 $85,076 $85,076 $96,000
23 61 $970,745 100.00% $970,745 $93,260 $93,260 $96,000
24 62 $999,264 100.00% $999,264 $96,000 $96,000 $96,000
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(1) The Normal Vesting Schedule may be delay if the minimum return on average
assets is not achieved pursuant to Section 2.4.2.
(2) Payments commence at Termination of Employment
15
