EXHIBIT 10.2
West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
WEST POINTE BANCORP, INC. AND
WEST POINTE BANK AND TRUST COMPANY
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is adopted this 30th
day of September, 2004, by and between West Pointe Bancorp, Inc. and West Pointe
Bank and Trust Company, a holding company and a state commercial bank located in
Belleville, Illinois (the "Company"), and Xxxxxxx Xxxxxxxx, Xx. (the
"Executive").
The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Company. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time. The Company will pay the
benefits from its general assets.
The Company and the Executive agree as provided herein.
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Accrual Balance" means the liability that should be accrued by the
Company, under Generally Accepted Accounting Principles ("GAAP"), for the
Company's obligation to the Executive under this Agreement, by applying
Accounting Principles Board Opinion Number 12 ("APB 12") as amended by
Statement of Financial Accounting Standards Number 106 ("FAS 106") and the
Discount Rate. Any one of a variety of amortization methods may be used to
determine the Accrual Balance. However, once chosen, the method must be
consistently applied. The Accrual Balance shall be reported by the Company
to the Executive on Schedule A.
1.2 "Beneficiary" means each designated person, or the estate of the deceased
Executive, entitled to benefits, if any, upon the death of the Executive
determined pursuant to Article 4.
1.3 "Beneficiary Designation Form" means the form established from time to
time by the Plan Administrator that the Executive completes, signs and
returns to the Plan Administrator to designate one or more Beneficiaries.
1.4 "Change of Control" means:
(a) The consummation by either West Pointe Bancorp, Inc. or West Pointe
Bank and Trust Company of a merger, consolidation or other reorganization
if the percentage of the
West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
voting common stock of the surviving or resulting entity held or received
by all persons who were owners of common stock of West Pointe Bancorp,
Inc. or West Pointe Bank and Trust Company, whichever is applicable,
immediately prior to such merger, consolidation or reorganization is less
than 50.1% of the total voting common stock of the surviving or resulting
entity outstanding immediately after such merger, consolidation or
reorganization and after giving effect to any additional issuance of
voting common stock contemplated by the plan for such merger,
consolidation or reorganization;
(b) At any time during a period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors of
either West Pointe Bancorp, Inc. or West Pointe Bank and Trust Company
shall cease for any reason to constitute at least a majority thereof,
unless the election or the nomination for election by West Pointe Bancorp,
Inc.'s or West Pointe Bank and Trust Company's shareholders, whichever is
applicable, of each new director during such two year period was approved
by a vote of at least two-thirds of the directors of such entity then
still in office who were directors at the beginning of such two year
period;
(c) The sale, lease, exchange or other transfer of all or substantially
all of the assets (in one transaction or in a series of related
transactions) of either West Pointe Bancorp, Inc. or West Pointe Bank and
Trust Company to another corporation or entity that is not owned, directly
or indirectly, by either West Pointe Bancorp, Inc. or West Pointe Bank and
Trust Company. "Substantially all" shall mean a sale, lease, exchange or
other transfer involving seventy percent (70%) or more of the fair market
value of the assets of such entity; or
(d) The liquidation or dissolution of either West Pointe Bancorp, Inc.
or West Pointe Bank and Trust Company;
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the insurance carrier of any
individual or group disability insurance policy covering the Executive, or
by the Social Security Administration, to be a disability rendering the
Executive totally and permanently disabled. The Executive must submit
proof to the Plan Administrator of the insurance carrier's or Social
Security Administration's determination upon the request of the Plan
Administrator.
1.7 "Discount Rate" means the rate used by the Plan Administrator for
determining the Accrual Balance. The initial Discount Rate is Seven and
One-Half percent (7.5%). However, the Plan Administrator, in its sole
discretion, may adjust the Discount Rate to maintain the rate within
reasonable standards according to GAAP.
1.8 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for
Cause or following a Change of Control.
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
1.9 "Early Termination Date" means the month, day and year in which Early
Termination occurs.
1.10 "Effective Date" means June 1, 2004.
1.11 "Normal Retirement Age" means the Executive's SIXTY-FIFTH (65th) birthday.
1.12 "Normal Retirement Date" means the later of the Normal Retirement Age or
Termination of Employment.
1.13 "Plan Administrator" means the plan administrator described in Article 8.
1.14 "Plan Year" means the calendar year. The initial Plan Year shall commence
on the effective date of this Agreement.
1.15 "Termination for Cause" has that meaning set forth in Article 5.
1.16 "Termination of Employment" means that the Executive ceases to be employed
by the Company for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Company. 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
Company shall have the sole and absolute right to decide the dispute.
ARTICLE 2
BENEFITS DURING LIFETIME
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the
Normal Retirement Age for reasons other than death, the Company shall pay
to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under this Article.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
Thirty-eight Thousand Eight Hundred Twenty-four Dollars ($38,824).
The Company's Board of Directors, in its sole discretion, may
increase the annual benefit under this Section 2.1.; however, any
increase shall require the recalculation of Schedule A.
2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing on
the first day of the month following the Executive's Normal
Retirement Date. The annual benefit shall be paid to the Executive
for FIFTEEN years (15) years.
2.1.3 Benefit Increases. Commencing on the first anniversary of the first
benefit payment, and continuing on each subsequent anniversary, the
Company's Board of Directors, in its sole discretion, may increase
the benefit.
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
2.2 Early Termination Benefit. Upon Early Termination, the Company shall pay
to the Executive the benefit described in this Section 2.2 in lieu of any
other benefit under this Article.
2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the
Early Termination Benefit set forth on Schedule A for the Plan Year
during which the Early Termination Date occurs. This benefit is
determined by vesting the Executive in Twenty percent (20%) of the
Accrual Balance for the sixth Plan Year, and an additional Twenty
percent (20%) of said amount for each succeeding year thereafter
until the Executive becomes One Hundred percent (100%) vested in the
Accrual Balance.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in One Hundred Eighty (180) consecutive equal installments
commencing within thirty (30) days following the Executive's
Termination of Employment and payable on the first of each month
thereafter.
2.2.3 Benefit Increases. Benefit payments may be increased as provided in
Section 2.1.3.
2.3 Disability Benefit. Upon Termination of Employment due to Disability prior
to Normal Retirement Age, the Company shall pay to the Executive the
benefit described in this Section 2.3 in lieu of any other benefit under
this Article.
2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the
Disability Benefit set forth on Schedule A for the Plan Year during
which the Termination of Employment occurs. This benefit is
determined by vesting the Executive in Twenty percent (20%) of the
Accrual Balance for the sixth Plan Year, and an additional Twenty
percent (20%) of said amount for each succeeding year thereafter
until the Executive becomes One Hundred percent (100%) vested in the
Accrual Balance.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in One Hundred Eighty (180) consecutive equal installments
commencing within thirty (30) days following the Executive's
Termination of Employment due to Disability and payable on the first
of each month thereafter.
2.3.3 Benefit Increases. Benefit payments may be increased as provided in
Section 2.1.3.
2.4 Change of Control Benefit. Upon a Change of Control, the Company shall pay
to the Executive the benefit described in this Section 2.4 in lieu of any
other benefit under this Article.
2.4.1 Amount of Benefit. The annual benefit under this Section 2.4 is the
Change of
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
Control Benefit set forth on Schedule A for the Plan Year during
which Termination of Employment occurs. This benefit is determined
by vesting the Executive in one hundred percent (100%) of the Normal
Retirement Benefit amount described in Section 2.1.1.
2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing with
the first of the month following Normal Retirement Age. The annual
benefit shall be paid to the Executive for FIFTEEN years (15) years.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Beneficiary the
benefit described in this Section 3.1. This benefit shall be paid in lieu
of the benefits under Article 2.
3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal
Retirement Benefit amount described in Section 2.1.1.
3.1.2 Payment of Benefit. The Company shall pay the annual benefit to the
Beneficiary in twelve (12) equal monthly installments commencing
within thirty (30) days following the Executive's death. The annual
benefit shall be paid to the Beneficiary for a period of FIFTEEN
years (15) years. Provided, that the Company may, in its sole
discretion, pay the death benefit in a lump sum in lieu of monthly
installments. The amount of such lump sum benefit shall be the
Accrual Balance at age 65 set forth on Schedule A.
3.2 Death During Payment of a Benefit. If the Executive dies after any benefit
payments have commenced under Article 2 of this Agreement but before
receiving all such payments, the Company shall pay the remaining benefits
to the 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 After Termination of Employment But Before Payment of a Benefit
Commences. If the Executive is entitled to any benefit payments under
Article 2 of this Agreement, but dies prior to the commencement of said
benefit payments, the Company shall pay the same benefit payments to the
Beneficiary that the Executive was entitled to prior to death except that
the benefit payments shall commence on the first day of the month
following the date of the Executive's death.
ARTICLE 4
BENEFICIARIES
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
4.1 Beneficiary Designation. The Executive shall have the right, at any time,
to designate a Beneficiary(ies) to receive any benefits payable under this
Agreement upon the death of the Executive. The Beneficiary designated
under this Agreement may be the same as or different from the beneficiary
designation under any other benefit plan of the Company in which the
Executive participates.
4.2 Beneficiary Designation: Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Plan Administrator or its designated agent. 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. The
Executive shall have the right to change a Beneficiary by completing,
signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Plan Administrator's rules and procedures, as in
effect from time to time. Upon the acceptance by the Plan Administrator of
a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be cancelled. The Plan Administrator shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Executive and accepted by the Plan Administrator prior to the Executive's
death.
4.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.
4.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease the
Executive, then the Executive's spouse shall be the designated
Beneficiary. If the Executive has no surviving spouse, the benefits shall
be made to the personal representative of the Executive's estate.
4.5 Facility of Payment. If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of that
person's property, the Plan Administrator may direct payment of such
benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person. The Plan
Administrator may require proof of incompetence, minority or guardianship
as it may deem appropriate prior to distribution of the benefit. Any
payment of a benefit shall be a payment for the account of the Executive
and the Executive's Beneficiary, as the case may be, and shall be a
complete discharge of any liability under the Agreement for such payment
amount.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the contrary, the Company shall not pay any benefit under this Agreement
if the Company's Board of Directors terminates the Executive's employment
for:
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
(a) Gross negligence or gross neglect of duties to the Company;
(b) Commission of a felony or of a gross misdemeanor involving moral
turpitude;
(c) Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the
Executive's employment and resulting in a material adverse effect on
the Company; or
(d) Issuance of an order for removal of the Executive by the Company's
banking regulators.
5.2 Suicide or Misstatement. The Company shall not pay any benefit under this
Agreement if the Executive commits suicide within two years after the
Effective Date. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact
on any application for life insurance owned by the Company on the
Executive's life.
5.3 Excess Parachute Payment. Notwithstanding any provision of this Agreement
to the contrary, if the benefits otherwise payable under this Agreement
would cause an excise tax to be payable under the excess parachute rules
of Section 280G of the Code, such benefits shall be cut back to the
minimum extent necessary so that no excise tax will be payable; provided,
further, that no payment shall be made hereunder if such payment would
constitute a prohibited golden parachute payment or any other prohibited
payment under applicable regulatory law, rule or regulation.
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 Plan Administrator a written claim for the
benefits.
6.1.2 Timing of Plan Administrator Response. The Plan Administrator shall
respond to such claimant within 90 days after receiving the claim.
If the Plan Administrator determines that special circumstances
require additional time for processing the claim, the Plan
Administrator 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 Plan Administrator expects to render its decision.
6.1.3 Notice of Decision. If the Plan Administrator denies part or all of
the claim, the
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
Plan Administrator shall notify the claimant in writing of such
denial. The Plan Administrator shall write the notification in a
manner calculated to be understood by the claimant. The notification
shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on
which the denial is based;
(c) A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation
of why it is needed;
(d) An explanation of the Agreement's review procedures and the
time limits applicable to such procedures; and
(e) A statement of the claimant's right to bring a civil action
under ERISA Section 502(a) following an adverse benefit
determination on review.
6.2 Review Procedure. If the Plan Administrator denies part or all of the
claim, the claimant shall have the opportunity for a full and fair review
by the Plan Administrator of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the claimant,
within 60 days after receiving the Plan Administrator's notice of
denial, must file with the Plan Administrator a written request for
review.
6.2.2 Additional Submissions - Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records
and other information relating to the claim. The Plan Administrator
shall also provide the claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and
other information relevant (as defined in applicable ERISA
regulations) to the claimant's claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information
the claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial
benefit determination.
6.2.4 Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within 60 days after receiving
the request for review. If the Plan Administrator determines that
special circumstances require additional time for processing the
claim, the Plan Administrator can extend the response period by an
additional 60 days by notifying the claimant in writing, prior to
the end of the initial 60-day period, that an additional period is
required. The notice of extension must set forth the special
circumstances and the date by which the Plan Administrator expects
to render its decision.
6.2.5 Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator shall
write the notification in a
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
manner calculated to be understood by the claimant. The notification
shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on
which the denial is based;
(c) A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in
applicable ERISA regulations) to the claimant's claim for benefits;
and
(d) A statement of the claimant's right to bring a civil action
under ERISA Section 502(a).
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive. Provided, however, if the Company's
Board of Directors determines that the Executive is no longer a member of a
select group of management or highly compensated employees, as that phrase
applies to ERISA, for reasons other than death, Disability or retirement, the
Company may amend or terminate this Agreement. Upon such amendment or
termination the Company shall pay benefits to the Executive as if Early
Termination occurred on the date of such amendment or termination, regardless of
whether Early Termination actually occurs. Additionally, the Company may also
amend this Agreement to conform with written directives to the Company from its
banking regulators.
ARTICLE 8
ADMINISTRATION OF AGREEMENT
8.1 Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or
person(s) as the Board shall appoint. The Executive may be a member of the
Plan Administrator. The Plan Administrator shall also have the discretion
and authority to (i) make, amend, interpret and enforce all appropriate
rules and regulations for the administration of this Agreement and (ii)
decide or resolve any and all questions including interpretations of this
Agreement, as may arise in connection with the Agreement.
8.2 Agents. In the administration of this Agreement, the Plan Administrator
may employ agents and delegate to them such administrative duties as it
sees fit, (including acting through a duly appointed representative), and
may from time to time consult with counsel who may be counsel to the
Company.
8.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection
with the administration, interpretation and application of the Agreement
and the rules and regulations promulgated
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
hereunder shall be final and conclusive and binding upon all persons
having any interest in the Agreement. No Executive or Beneficiary shall be
deemed to have any right, vested or nonvested, regarding the continued use
of any previously adopted assumptions, including but not limited to the
Discount Rate.
8.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or
failure to act with respect to this Agreement, except in the case of
willful misconduct by the Plan Administrator or any of its members.
8.5 Company Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the
Plan Administrator on all matters relating to the date and circumstances
of the retirement, Disability, death, or Termination of Employment of the
Executive, and such other pertinent information as the Plan Administrator
may reasonably require.
8.6 Annual Statement. The Plan Administrator shall provide to the Executive,
within 120 days after the end of each Plan Year, a statement setting forth
the benefits payable under this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1 Binding Effect. This Agreement shall bind the Executive and the Company,
and their beneficiaries, survivors, executors, successors, administrators
and transferees.
9.2 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 Company, nor does it interfere with the Company's 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.
9.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
9.4 Tax Withholding. The Company shall withhold any taxes that, in its
reasonable judgment, are required to be withheld from the benefits
provided under this Agreement. The Executive acknowledges that the
Company's sole liability regarding taxes is to forward any amounts
withheld to the appropriate taxing authority(ies).
9.5 Applicable Law. The Agreement and all rights hereunder shall be governed
by the laws of the State of Illinois, except to the extent preempted by
the laws of the United States of America.
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West Pointe Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
9.6 Unfunded Arrangement. The Executive and Beneficiary are general unsecured
creditors of the Company for the payment of benefits under this Agreement.
The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive's
life is a general asset of the Company to which the Executive and
Beneficiary have no preferred or secured claim.
9.7 Reorganization. The Company 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 Company under this Agreement. Upon the occurrence of such event, the
term "Company" as used in this Agreement shall be deemed to refer to the
successor or survivor company.
9.8 Entire Agreement. This Agreement constitutes the entire agreement between
the Company 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.
9.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Agreement requires, and the context will permit, the use of the masculine
gender includes the feminine and use of the singular includes the plural.
9.10 Alternative Action. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Agreement, the Company or Plan Administrator may in its discretion perform
such alternative act as most nearly carries out the intent and purpose of
this Agreement and is in the best interests of the Company.
9.11 Headings. Article and section headings are for convenient reference only
and shall not control or affect the meaning or construction of any of its
provisions.
9.12 Validity. In case any provision of this Agreement shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Agreement shall be construed and enforced
as if such illegal and invalid provision has never been inserted herein.
9.13 Notice. Any notice or filing required or permitted to be given to the
Company or Plan Administrator under this Agreement shall be sufficient if
in writing and hand-delivered, or sent by registered or certified mail, to
the address below:
00
Xxxx Xxxxxx Bancorp, Inc. and West Pointe Bank and Trust Company
Salary Continuation Agreement
West Pointe Bancorp, Inc.
West Pointe Bank and Trust Company
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx Xxxxxxxx 00000
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to the Executive
under this Agreement shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Executive.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of
the Company have signed this Agreement.
EXECUTIVE: COMPANY:
WEST POINTE BANCORP, INC. AND
WEST POINTE BANK AND TRUST COMPANY
/s/ Xxxxxxx Xxxxxxxx, Xx. BY /s/ Xxxxx X. Xxxxxxxx
------------------------------ -------------------------------------------
XXXXXXX XXXXXXXX, XX.
TITLE President and Chief Executive Officer
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West Pointe Bancorp, Inc. and West Pointe Bank & Trust Company
Salary Continuation Agreement
BENEFICIARY DESIGNATION FORM
I, Xxxxxxx Xxxxxxxx, Xx., designate the following as beneficiary of benefits
under the Agreement payable following my death:
Primary:
___________________________________________________________ _____%
___________________________________________________________ _____%
Contingent:
___________________________________________________________ _____%
___________________________________________________________ _____%
NOTES:
- PLEASE PRINT CLEARLY OR TYPE THE NAMES OF THE BENEFICIARIES.
- TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE
TRUSTEE(s) AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.
- TO NAME YOUR ESTATE AS BENEFICIARY, PLEASE WRITE "ESTATE OF _[YOUR
NAME]_".
- BE AWARE THAT NONE OF THE CONTINGENT BENEFICIARIES WILL RECEIVE
ANYTHING UNLESS ALL OF THE PRIMARY BENEFICIARIES PREDECEASE YOU.
I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator, which shall be effective only
upon receipt and acknowledgment by the Plan Administrator prior to my death. I
further understand that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and our
marriage is subsequently dissolved.
NAME: XXXXXXX XXXXXXXX, XX.
SIGNATURE: _______________________________ DATE: ________________
SPOUSAL CONSENT (REQUIRED IF SPOUSE NOT NAMED BENEFICIARY):
I consent to the beneficiary designation above, and acknowledge that if I am
named beneficiary and our marriage is subsequently dissolved, the designation
will be automatically revoked.
Spouse Name: _______________________________
Signature: _______________________________ Date: ________________
Received by the Plan Administrator this ________ day of _________, 2004
By: __________________________________
Title: _______________________________
XXXXX CONSULTING PLAN YEAR REPORTING
HYPOTHETICAL TERMINATION BENEFITS SCHEDULE
XXXXXXX XXXXXXXX XX.
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DOB: 7/27/1949 EARLY TERMINATION DISABILITY CHANGE OF CONTROL PRE-RETIRE.
Plan Anniv Date: 1/1/2005 DEATH
Normal Retirement: 7/27/2014, Age 65 Installment Installment Installment BENEFIT
Payment: Monthly Installments Payable Immediately Payable Immediately Payable at 6s Installment
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Benefit Accrual Based On Based On Based On Based On
Level Balance Vesting Accrual Vesting Accrual Vesting Benefit Benefit
Period Discount -------------------------------------------------------------------------------------
Ending Rate (1) (2) (3) (4) (5) (6) (7) (8) (9)
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Dec 2004(1) 7.5% 38,824 13,750 0% 0 0% 0 100% 38,824 38,824
Dec 2005 7.5% 38,824 38,764 0% 0 0% 0 100% 38,824 38,824
Dec 2006 7.5% 38,824 65,719 0% 0 0% 0 100% 38,824 38,824
Dec 2007 7.5% 38,824 94,767 0% 0 0% 0 100% 38,824 38,824
Dec 2008 7.5% 38,824 126,070 0% 0 0% 0 100% 38,824 38,824
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Dec 2009 7.5% 38,824 159,803 20% 3,533 20% 3,533 100% 38,824 38,824
Dec 2010 7.5% 38,824 196,155 40% 8,674 40% 8,674 100% 38,824 38,824
Dec 2011 7.5% 38,824 235,329 60% 15,609 60% 15,609 100% 38,824 38,824
Dec 2012 7.5% 38,824 277,544 80% 24,546 80% 24,546 100% 38,824 38,824
Dec 2013 7.5% 38,824 323,037 100% 35,712 100% 35,712 100% 38,824 38,824
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Jul 2014 7.5% 38,824 351,188 100% 38,824 100% 38,824 100% 38,824 38,824
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July 27, 2014 Retirement; August 1, 2014 First Payment Date
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(1) The first line reflects 7 months of data, June 2004 to December 2004.
* The purpose of this hypothetical illustration is to show the participant's
annual benefit based on various termination assumptions. Actual benefits
are based on the terms and provisions of the plan agreement executed
between the company and participant and may differ from those shown.
Salary Continuation Plan Securities offered through
for West Pointe Xxxxx Securities. Inc.,
Bank & Trust Co. - a wholly owned subsidiary
Xxxxxxxxxx, XX 0000000 of Xxxxx, Inc., member
24239 188277 v5.34.20 NASD & SIPC,
08/12/2004:08 XXX-X.XX NB Xxx Xxxxxxx, XX 00000,
(000) 000-0000.
