EXHIBIT 99.5
BANK OF XXXXXX, A DIVISION OF AMERICAN RIVER BANK
SALARY CONTINUATION AGREEMENT (Restated)
THIS SALARY CONTINUATION AGREEMENT (this "Agreement") is made and
entered into this ____ day of __________, 2006, by and between Bank of Xxxxxx, a
division of American River Bank with its main office in Jackson, California (the
"Bank"), and Xxxxx X. Standing, President and Chief Executive Officer of the
Bank (the "Executive"). American River Bank is a California-chartered bank with
its main office in Sacramento, California. This Agreement is a restatement of
the Agreement entered into between Bank of Xxxxxx and later assumed by Bank of
Xxxxxx, a division of American River Bank and the Executive on April 1, 2004 and
is intended to be modified as necessary to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code").
WHEREAS, the Bank is a division of American River Bank and American
River Bank is a wholly-owned subsidiary of American River Bankshares, a
California corporation and bank holding company registered under the Bank
Holding Company Act of 1956, as amended, ("AMRB");
WHEREAS, the Executive has contributed substantially to the success of
the Bank, and the Bank desires that the Executive continue in its employ,
WHEREAS, to encourage the Executive to remain an employee of the Bank,
the Bank is willing to provide salary continuation benefits to the Executive,
payable out of the Bank's general assets,
WHEREAS, none of the conditions or events included in the definition of
the term "golden parachute payment" that is set forth in section 18(k)(4)(A)(ii)
of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in
Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)
(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated insofar
as the Bank is concerned, and
WHEREAS, the parties hereto intend that this Agreement shall be
considered an unfunded arrangement maintained primarily to provide supplemental
retirement benefits for the Executive, and to be considered a non-qualified
benefit plan for purposes of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Executive is fully advised of the Bank's
financial status.
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which art hereby
acknowledged, the parties hereto agree as follows.
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings specified.
1.1 "Accrual Balance" means the liability that should be accrued
by the Bank under generally accepted accounting principles ("GAAP") for the
Bank's obligation to the Executive under this Agreement, by applying Accounting
Principles Board Opinion No. 12, as amended by Statement of Financial Accounting
Standards No. 106, and the calculation method and discount rate specified
hereinafter. The Accrual Balance shall be calculated assuming a level principal
amount and interest as the discount rate is accrued each period. The principal
accrual is determined such that when it is credited with interest each month,
the Accrual Balance at Normal Retirement Age equals the present value of the
normal retirement benefits. The discount rate means the rate used by the Plan
Administrator for determining the Accrual Balance. The rate in based on the
yield on a 20-year corporate bond rated Aa by Xxxxx'x, rounded to the nearest
3%. The initial discount rate is 6.00%. In its sole discretion, the Plan
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Administrator may adjust the discount rate to maintain the rate within
reasonable standards according to GAAP.
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 according 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 in Control" means, with respect to the Executive, the
occurrence of a "Change in Control Event" described in Section 1.4.1 with
respect to a corporation that is a "Service Recipient" as defined in Section
1.4.4. The term "Change in Control" as defined in this Section 1.4 is intended
to comply with all relevant provisions of Proposed Treasury Regulation Section
1.409A-3(g)(5) relating to changes in the ownership or effective control of a
corporation and changes in the ownership of a substantial portion of the assets
of a corporation.
1.4.1 A "Change in Control Event" occurs on the date any of the
following events occur:
(a) Any one person, or more than one person acting as a
group ("Person"), acquires ownership of stock of a
corporation that, together with stock previously held
by such Person, raises the total ownership from less
than 50 percent of the total fair market value or
total voting power of such corporation to more than
50 percent of such value or power.
(b) Any Person acquires, during the 12-month period
ending on the date of the most recent acquisition,
ownership of 35 percent or more of the total voting
power of the stock of a corporation, without regard
to the stock owned by the Person before the
commencement of the 12-month period.
(c) A majority of the members of a corporation's board of
directors is replaced in a 12-month period by
directors who were not endorsed by a majority of the
board prior to the election or appointment of each
director.
(d) Any Person acquires, during the 12-month period
ending on the date of the most recent acquisition,
assets from a corporation with a gross fair market
value equal to or more than 40 percent of the total
gross fair market value of all the assets of such
corporation prior to such acquisition or
acquisitions. Gross fair market value shall be
determined without regard to any liabilities
associated with the assets. However, this subsection
(d) shall not apply to the transfer of assets: (i) to
an entity that is controlled by the shareholders of
such corporation immediately after the transfer; (ii)
to a shareholder of such corporation with respect to
the shareholder's stock or in exchange for more
stock; (iii) to an entity of which such corporation
owns 50 percent or more of the total value or voting
power immediately after the transaction; (iv) to a
Person that owns, directly or indirectly, 50 percent
or more of the total value or voting power of all the
outstanding stock of such corporation immediately
following the transaction; or (v) to an entity, at
least 50 percent of the total value or voting power
of which is owned immediately following the
transaction, directly or indirectly, by a Person
which owns directly or indirectly, 50 percent or more
of the total value or voting power of all the
outstanding stock of such corporation.
1.4.2 If any Person controls a corporation under paragraph (a) or
(b) of Section 1.4.1, the acquisition of additional control by the same Person
shall not cause a Change in Control.
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1.4.3 Persons will be considered to be acting as a group in
accordance with the provisions of Proposed Treasury Regulation Section
1.409A-3(g)(5)(vii)(C). For example, Persons will not be considered to be acting
as a group solely because they purchase or own stock of a corporation at the
same time, or as a result of the same public offering. However, Persons will be
considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction with a Service Recipient. Furthermore, if a person,
including an entity, owns stock in both corporations that enter into a merger,
consolidation, purchase or acquisition of stock, or similar transaction, such
shareholder is considered to be acting as a group with other shareholders in
each corporation prior to the transaction giving rise to the change and not with
respect to the ownership interest in the merged corporation.
1.4.4 The term "Service Recipient" includes all of the following:
(i) the corporation for which the Executive performs services (relating to the
compensation deferred under this Agreement) at the time of a Change in Control
Event; (ii) any corporation liable to pay deferred compensation under this
Agreement; (iii) any corporation which owns more than 50 percent of the total
fair market value and total voting power of any corporation described in clause
(i) or (ii); and (iv) any corporation in a chain of corporations in which each
corporation owns more than 50 percent of the total fair market value and total
voting power of another corporation in the chain ending in a corporation
described in clause (i) or (ii).
1.5 "Disability" shall have the meaning given such term in any
policy of disability insurance maintained by the Bank for the benefit of
employees including the Executive; provided that the Executive must, by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or to last for a continuous period of at least 12 months (i)
be unable to engage in any substantial gainful activity or (ii) receive income
replacement benefits for a period of at least three months under an accident and
health plan covering other employees of the Bank.
1.6 "Effective Date" means April 1, 2004.
1.7 "Good Reason" shall have the same meaning specified in any
employment or severance agreement existing on the date hereof or catered into
after the date of this Agreement by the Executive and the Bank. If the term
"Good Reason" is not defined in an employment agreement or severance agreement,
it means:
(a) a material reduction in Executive's title or
responsibilities,
(b) a reduction in base salary as in effect on the date
of a Change in Control.
(c) relocation of the Bank's principal executive offices,
or requiring the Executive to change his principal work location, to
any location that is more than 15 miles from the location of the Bank's
principal executive offices on the date of this Agreement,
(d) the failure by the Bank to continue to provide the
Executive with compensation and benefits substantially similar to those
provided to him under any of the employee benefit plans in which the
Executive becomes a participant, or the taking of any action by the
Bank that would directly or indirectly materially reduce any of such
benefits or deprive the Executive of any material fringe benefit
enjoyed by him at the time of the Change in Control, or
(e) the failure of the Bank to obtain a satisfactory
agreement from any successor or assign of the Bank to assume and agree
to perform this Agreement, as contemplated in Section 7.5 hereof.
1.8 "Normal Retirement Age" means age 65.
1.9 "Normal Retirement Date" means the later of the Normal
Retirement Age and Termination of Employment with the Bank.
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1.10 "Person" means an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or other entity.
1.11 "Plan Administrator" means the plan administrator described in
Article 8.
1.12 "Plan Year" means the calendar year ending on December 31.
1.13 "Termination for Cause" means the definition of termination
for cause specified in any severance or employment agreement existing on the
date hereof or hereafter entered into between the Executive and the Bank. If the
Executive is not a party to a severance or employment agreement containing a
definition of termination for cause, Termination for Cause means the Bank has
terminated the Executive's employment for any of the following reasons:
(a) gross negligence or gross neglect of duties,
(b) fraud, disloyalty or willful violation of any law or
significant Bank policy committed in the course of the Executive's
employment and resulting in an adverse effect on the Bank. No act or
failure to act on the Executive's part shall be considered "willful"
unless the Executive acts without good faith, or without good faith
fails to act, and the Executive's action or inaction is without a
reasonable belief that his action or inaction is in the Bank's best
interests.
1.14 "Termination of Employment" means the Executive ceases to be
employed by the Bank for any reason whatsoever, excepting a leave of absence
approved by the Bank. For purposes of this Agreement, if there is a dispute over
the employment status of the Executive or the date of termination of the
Executive's employment, the Bank shall have the sole and absolute right to
decide the dispute, unless a Change in Control shall have occurred within 12
months before termination of employment.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. Upon the Executive's Termination of
Employment on or after the Normal Retirement Age for reasons other than death,
the Bank shall pay to the Executive the benefit described in this Section 2.1
instead of any other benefit under this Agreement.
2.1.1 Amount of Benefit. The annual benefit under this
Section 2.1 is $32,000.
2.1.2 Payment of Benefits. Beginning with the month after
the Executive's Normal Retirement Date, the Bank shall pay the annual
benefit under Section 2.1 of this Agreement to the Executive in 12
equal monthly installments on the first day of each month. The annual
benefit shall be paid to the Executive for 10 years.
2.2 Disability Benefit. If the Executive terminates employment
because of Disability before the Normal Retirement Age, the Bank shall pay to
the Executive the benefit described in this Section 2.2 instead of any other
benefit under this Agreement.
2.2.1 Amount of Benefit. The annual benefit under this
Section 2.2 is the Disability annual benefit amount set forth in
Schedule A for the Plan Year ending immediately before the date on
which termination of the Executive's employment occurs.
2.2.2 Payment of Benefit. Beginning with the month after
the month in which Termination of Employment because of Disability
occurs, the Bank shall pay the Disability annual benefit amount to the
Executive in 12 equal monthly installments on the first day of each
month. The annual benefit shall be paid to the Executive for 10 years.
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2.3 Change-in-Control Benefit. If the Executive's employment with
the Bank terminates involuntarily within 12 months after a Change in Control or
if the Executive terminates employment voluntarily for Good Reason within 12
months after a Change in Control, the Bank shall pay to the Executive the
benefit described in this Section 2.3 instead of any other benefit under this
Agreement. However, no benefits shall be payable under this Agreement if
termination occurs under Article 5 of this Agreement.
2.3.1 Amount of Benefit. The benefit under this Section 2.3
is the lesser of (a) the Normal Retirement Age Accrual Balance required
by Section 2.1 and (b) the amount that is one dollar less than the
maximum amount that may be paid to the Executive under this Agreement
without causing the Executive's total change-in-control benefits,
whether payable under this Agreement or otherwise, to exceed the
Internal Revenue Code parachute payment limitations under sections 280G
and 4999 of the Internal Revenue Code. The Executive understands and
agrees that, under this Section 2.3, the Executive's change-in-control
benefit may be reduced in part or in whole as necessary to avoid denial
of the Bank's compensation deduction as a result of application of
section 280G of the Internal Revenue Code. All determinations made by
the Bank of the parachute payment limitations, the Executive's
aggregate change-in-control benefits, and the amount owing to the
Executive under this Section 2.3 shall be final and binding on the
Executive.
2.3.2 Payment of Benefit: The Bank shall pay the
Change-in-Control benefit under Section 2.3 of this Agreement to the
Executive in a single lump sum no sooner than six (6) months and no
later than nine (9) months days following the occurrence of any event
described in Section 2.3.
2.4 Petition for Payment of Normal Retirement Benefit or
Disability Benefit. If the Executive is entitled to the Disability benefit
provided by Section 2.2, or if the Executive is entitled to the normal
retirement benefit provided by Section 2.1 and the Executive shall have reached
the Normal Retirement Date, the Executive may petition the board of directors to
have the Accrual Balance amount corresponding to that particular benefit paid to
the Executive in a single lump sum. The board of directors shall have sole and
absolute discretion about whether to pay the remaining Accrual Balance in a lump
sum. If payment of the remaining Accrual Balance is paid in a single lump sum,
the Bank shall have no further obligations under this Agreement.
2.5 Change-in-Control Payout of Normal Retirement Benefit or
Disability Benefit Being Paid to the Executive at the Time of a Change in
Control. If a Change in Control occurs at any time during the entire salary
continuation benefit payment period and if at the time of that Change in Control
the Executive is receiving the benefit provided by Section 2.1.2 or Section
2.2.2, the Bank shall pay the remaining salary continuation benefits to the
Executive in a single lump sum within 30 days after the Change in Control,
unless the Change in Control occurs within six (6) months of the Termination of
Employment, in such case the Executive must wait until the expiration of six (6)
months after Termination of Employment to receive such lump sum payment. The
lump-sum payment due to the Executive as a result of a Change in Control shall
be an amount equal to the Accrual Balance amount corresponding to that
particular benefit then being paid.
ARTICLE 3
DEATH BENEFITS
After the Executive's death, whether before or after Termination of
Employment, the Bank shall pay to the Executive's Beneficiary the benefit
described in the Endorsement Split Dollar Agreement attached to this Agreement
as Addendum A instead of any other benefit payable under this Agreement, in
accordance with the terms and conditions of the Endorsement Split Dollar
Agreement.
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ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall have the right
to designate at any time a Beneficiary 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 Bank 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 firm 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 before 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 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 the
minor, incapacitated person, or incapable person. The Bank may require proof of
incapacity, minority, or guardianship as it may deem appropriate before
distribution of the benefit. Distribution shall completely discharge the Bank
from all liability for the benefit.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement and this Agreement shall terminate if Termination of Employment (a) is
a result of Termination for Cause, or (b) occurs before Normal Retirement Age
(excepting Termination of Employment because of Disability or within 12 months
after a Change in Control). Likewise, the Bank shall not pay any benefits under
the Endorsement Split Dollar Agreement attached to this Agreement as Addendum A,
and the Endorsement Split Dollar Agreement also shall terminate, if Termination
of Employment (a) is a result of Termination for Cause, or (b) occurs before
Normal Retirement Age (excepting Termination of Employment because of Disability
or within 12 months after a Change in Control).
5.2 Suicide or Misstatement. The Bank shall not pay any benefit
under this Agreement if the Executive commits suicide within one year after the
date of this Agreement. In addition, the Bank shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on
any application or resume provided to the Bank, or on any application for any
benefits provided by the Bank to the Executive.
5.3 Removal. If the Executive is removed from office or
permanently prohibited from participating in the Bank's affairs by an order
issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12
U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement
shall terminate as of the effective date of the order.
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5.4 Default. Notwithstanding any provision of this Agreement to
the contrary, if the Bank is in "default" or "in danger of default," as those
terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12
U.S.C. 1813(x), all obligations under this Agreement shall terminate.
5.5 FDIC Open-Bank Assistance. All obligations under this
Agreement shall terminate, except to the extent determined that continuation of
the contract is necessary for the continued operation of the Bank, when the
Federal Deposit Insurance Corporation enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained in Federal
Deposit Insurance Act section 13(c). 12 U.S.C. 1823(c). Rights of the parties
that have already vested shall not be affected by such action, however.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. A person 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 Bank a written claim for the benefits.
6.1.2 Timing of Bank Response. The Bank shall respond to
such claimant within 90 days after receiving the claim. If the Bank
determines that special circumstances require additional time for
processing the claim, the Bank 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 Bank expects to render its
decision.
6.1.3 Notice of Decision. If the Bank denies part or all of
the claim, the Bank shall notify the claimant or writing of such
denial. The Bank 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 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.
6.2 Review Procedure. If the Bank denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the Bank
of the denial, as follows:
6.2.1 Initiation: Written Request. To initiate the review,
the claimant, within 60 days after receiving the Bank's notice of
denial, must file with the Bank a written request for review.
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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
Bank 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 Bank 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 Bank Response. The Bank shall respond in
writing to such claimant within 60 days after receiving the request for
review. If the Bank determines that special circumstances require
additional time for processing the claim, the Bank 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 Bank expects to
render its decision.
6.2.5 Notice of Decision. The Bank shall notify the
claimant in writing of its decision on review. The Bank shall write the
notification in a manner calculated to be understood by the claimant.
The notification shall act forth:
6.2.5.1 The specific reason for the denial,
6.2.5.2 A reference to the specific provisions of
the Agreement on which the denial is based,
6.2.5.3 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
6.2.5.4 A statement of the claimant's right to bring
a civil action under ERISA section 502(a).
ARTICLE 7
MISCELLANEOUS
7.1 Amendments and Termination. Subject to Section 7.13 of this
Agreement (a) this Agreement may be amended solely by a written agreement signed
by the Bank and by the Executive, and (b) except for termination occurring under
Article 5, this Agreement may be terminated solely by a written agreement signed
by the Bank and by the Executive.
7.2 Binding Effect. This Agreement shall bind the Executive and
the Bank, and their beneficiaries, survivors, executors, successors,
administrators, and transferees.
7.3 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 Bank, nor does it interfere with the Bank'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.
7.4 Non-Transferability. Benefits under this Agreement cannot be
mold, transferred, assigned, pledged, attached, or encumbered in any manner.
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7.5 Successors; Binding Agreement. By an assumption agreement in
form and substance satisfactory to the Executive, the Bank shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the Bank to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Bank would be required to perform this Agreement if no
such succession had occurred. The Bank's failure to obtain such an assumption
agreement before the succession becomes effective shall be considered a breach
of this Agreement and shall entitle the Executive to the Change-in-Control
benefit specified in Section 2.4
7.6 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
7.7 Applicable Law. Except to the extent preempted by the laws of
the United States of America, the validity, interpretation, construction, and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to the
principles of conflict of laws of such state.
7.8 Unfunded Arrangement. The Executive and the Executive's
Beneficiary are general unsecured creditors of the Bank for the payment of
benefits under this Agreement. The benefits represent the mere promise by the
Bank 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 Bank to which the Executive and Beneficiary have no
preferred or secured claim.
7.9 Entire Agreement. This Agreement and the Endorsement Split
Dollar Agreement attached hereto as Addendum A constitute the entire agreement
between the Bank and the Executive as to the subject matter hereof. No rights
are granted to the Executive by this Agreement other than those specifically set
forth herein.
7.10 Severability. If for any reason any provision of this
Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement not held invalid, and to the full extent consistent with law
each such other provision shall continue in full force and effect. If any
provision of this Agreement is held invalid in part, such invalidity shall not
affect the remainder of such provision not held invalid, and to the full extent
consistent with law the remainder of such provision, together with all other
provisions of this Agreement, shall continue in full force and effect.
7.11 Headings. The captions and headings of sections herein are
included solely for convenience of reference and shall not affect the meaning of
interpretation of any provision of this Agreement.
7.12 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed, certified or registered mail, return
receipt requested, with postage prepaid, to the following addresses or to such
other address as either party may designate by like notice.
(a) If to the Bank to: Board of Directors
Bank of Xxxxxx, a division of American River Bank,
c/o American River Bank
0000 Xxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
If to the Executive, to:
Xxxxx X. Standing
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxx 00000
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and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
7.13 Termination or Modification of Agreement Because of Changes in
Law. Rules or Regulations. The Bank is entering into this Agreement on the
assumption that certain existing tax laws, rules, and regulations will continue
in effect in their current form. If that assumption materially changes and the
change has a material detrimental effect on this Agreement, then the Bank
reserves the right to terminate or modify this Agreement accordingly, subject to
the written consent of the Executive, which shall not be unreasonably withheld.
This Section 7.13 shall become null and void if a Change in Control occurs.
7.14 Arbitration. All claims, disputes and other matters in
question arising out of or relating to this Agreement or the breach or
interpretation thereof, other than those matters which are to be determined by
the Bank in its sole and absolute discretion, shall be resolved by binding
arbitration before a representative member, selected by the mutual agreement of
the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"),
in accordance with the rules and procedures of JAMS then in effect. In the event
JAMS is unable or unwilling to conduct such arbitration, or has discontinued its
business, the parties agree that a representative member, selected by the mutual
agreement of the parties, of the American Arbitration Association ("AAA"), shall
conduct such binding arbitration in accordance with the rules and procedures of
the AAA then in effect. Notice of the demand for arbitration shall be filed in
writing with the other party to this Agreement and with JAMS (or AAA, if
necessary). In no event shall the demand for arbitration be made after the date
when institution of legal or equitable proceedings based on such claim, dispute
or other matter in question would be barred by the applicable statute of
limitations. Any award rendered by JAMS or AAA shall be final and binding upon
the parties, and as applicable, their respective heirs, beneficiaries, legal
representatives, agents, successors and assigns, and may be entered in any court
having jurisdiction thereof. The obligation of the parties to arbitrate pursuant
to this clause shall be specifically enforceable in accordance with, and shall
be conducted consistently with, the provisions of Title 9 of Part 3 of the
California Code of Civil Procedure. Any arbitration hereunder shall be conducted
in Sacramento, California, unless otherwise agreed to by the parties.
7.15 Attorneys' Fees and Costs. In the event of litigation,
arbitration or any other action or proceeding between the parties to interpret
or enforce this Agreement or any part thereof or otherwise arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover
its costs related to any such action or proceeding and its reasonable fees of
attorneys, accountants and expert witnesses incurred by such party in connection
with any such action or proceeding. The prevailing party shall be deemed to be
the party which obtains substantially the relief sought by final resolution,
compromise or settlement, or as may otherwise be determined by order of a court
of competent jurisdiction in the event of litigation, an award or decision of
one or more arbitrators in the event of arbitration, or a decision of a
comparable official in the event of any other action or proceeding. Any
obligation to indemnify under this Agreement includes the obligation to pay
reasonable fees of attorneys, accountants and expert witnesses incurred by the
indemnified party in connection with matters subject to indemnification.
ARTICLE 8
ADMINISTRATION OF AGREEMENT
8.1 Plan Administrator Duties. This Agreement shall be
administered by a Plan Administrator consisting 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 (a) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Agreement and (b) decide or resolve
any and all questions, including interpretations of this Agreement, as may arise
in connection with the Agreement.
67
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 Bank.
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 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 and calculation method described in Section 1.1.
8.4 Indemnity of Plan Administrator. The Bank 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 Bank Information. To enable the Plan Administrator to perform
its functions, the Bank 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.
IN WITNESS WHEREOF, the Executive and a duly authorized Bank director
have executed this Salary Continuation Agreement as of the date first written
above.
THE EXECUTIVE: THE BANK:
BANK OF XXXXXX, A DIVISION OF
AMERICAN RIVER BANK
---------------------------------- -----------------------------------
Xxxxx X. Standing By:
Xxxxxxx X. Xxxx
Chairman of the Board
68
BENEFICIARY DESIGNATION
BANK OF XXXXXX
SALARY CONTINUATION AGREEMENT
I, Xxxxx X. Standing, designate the following as beneficiary of any
death benefits under this Salary Continuation Agreement:
Primary: Xxxxxx Xxxx Standing
Contingent: Xxxxxxxx Xxxx Standing, II
Xxxxxx Xxxx Standing, Trustees
UA DTD. Dec. 21, 1999 "The Standing 1999 Revocable Trust"
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 Bank. 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.
Signature:
Xxxxx X. Standing
Date: June 14, 2004
--------------------------
Accepted by the Bank this 15 day of June, 2004.
-- ----
-----------------------------
By:
Xxxxxxx X. Xxxx
Chairman of the Board
69
Schedule A
Bank Of Xxxxxx
Salary Continuation Agreement
Participant Name: Xxxxx Standing
Early Disability
Termination Benefit
Plan Year Executive's Early Annual Benefit Payable/year
Ending Age at Accrual Termination Vested Payable @ After
Plan December Plan Year Balance Vesting Accrual Normal Termination of
Year 31st End @ 6%(1) Schedule (2) Balance Retirement Employment(3)
---- -------- --------- ------- ------------ ------- ---------- -------------
1 2004 61 41,794 0% 0 0 5,357
2 2005 62 100,176 0% 0 0 5,357
3 2006 63 162,061 0% 0 0 12,840
4 2007 64 227,660 0% 0 0 20,773
5 2008 (4) 65 243,092 N/A 243,092 N/A 29,181
6 2009 66 210,136 N/A 210,136 N/A N/A
7 2010 67 189,709 N/A 189,709 N/A N/A
8 2011 68 168,056 N/A 168,056 N/A N/A
9 2012 69 145,105 N/A 145,105 N/A N/A
10 2013 70 120,776 N/A 120,776 N/A N/A
11 2014 71 94,988 N/A 94,988 N/A N/A
12 2015 72 67,652 N/A 67,652 N/A N/A
13 2016 73 38,676 N/A 38,676 N/A N/A
14 2017 74 7,962 N/A 7,962 N/A N/A
15 2018 75 0 N/A 0 N/A N/A
NOTES:
1 Accrual balance reflects payments at the beginning of each month
after retirement.
2 Participant is not vested till the normal retirement age.
3 Disability benefit is calculated as an annual payment stream of
the accrual balance that exists at the end of the year preceding
the year in which Termination of Employment because of Disability
occurs, using a standard discount rate (6.00%).
4 The projected retirement occurs on 03/23/2008, with the first
normal monthly retirement benefit commencing on 04/01/2008. The
accrual balance at the end of 03/23/2008 will be $243,092.
70
ADDENDUM A
BANK OF XXXXXX
ENDORSEMENT SPLIT DOLLAR AGREEMENT
This ENDORSEMENT SPLIT DOLLAR AGREEMENT (this "Split Dollar Agreement")
is entered into as of this 1st day of April, 2004, by and between Bank of
Xxxxxx, a California-chartered bank with its main office in Jackson, California
(the "Bank") and Xxxxx X. Standing, President and Chief Executive Officer of the
Bank (the "Executive").
To encourage the Executive to remain an employee of the Bank, the Bank
is willing to divide the death proceeds of a life insurance policy on the
Executive's life. The Bank will pay life insurance premium from its general
assets.
ARTICLE 1
GENERAL DEFINITIONS
Capitalized terms not otherwise defined in this Split Dollar Agreement
are used herein as defined in the Salary Continuation Agreement of even date
herewith. The following terms shall have the meanings specified.
1.1 "Administrator" means the administrator described in Article
8.
1.2 "Executive's Interest" means the benefit set forth in Section
2.2.
1.3 "Insured" means the Executive.
1.4 "Insurer" means each life insurance carrier in which there is
a Split Dollar Policy Endorsement attached to this Agreement.
1.5 "Net Death Proceeds" means the total death proceeds of the
Policy minus the cash surrender value.
1.6 "Policy" means the specific life insurance policy or policies
issued by the Insurer(s).
1.7 "Split Dollar Policy Endorsement" means the form required by
the Administrator or the Insurer to indicate the Executive's interest, if any,
in a Policy on such Executive's life.
ARTICLE 2
POLICY OWNERSHIP INTERESTS
2.1 Bank Ownership. The Bank is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Bank shall be
the beneficiary of any death proceeds remaining after the Executive's Interest
has been paid under Section 2.2 of this Split Dollar Agreement.
2.2 Executive's Interest. The Executive shall have the right to
designate the Beneficiary of death proceeds in an amount equal to the amount set
forth in Exhibit A that corresponds to the age of the Insured at the time of the
Insured's death, or one hundred percent (100%) of the Net Death Proceeds,
whichever amount is less. The Executive shall also have the right to elect and
change settlement options specified in the Policy that may be permitted.
71
2.3 Option to Purchase. The Bank shall not sell, surrender or
transfer ownership of the Policy while this Split Dollar Agreement is in effect
without first giving the Executive or the Executive's transferee a right of
first refusal to purchase the Policy for the Policy's interpolated terminal
reserve value (as determined by the Insurer). The right of first refusal to
purchase the Policy must be exercised within 60 days from the date the Bank
gives written notice of the Bank's intention to sell, surrender or transfer
ownership of the Policy. This provision shall not impair the right of the Bank
to terminate this Split Dollar Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the
Bank shall maintain the Policy in full force and effect, and the Bank shall not
amend, terminate or otherwise abrogate the Executive's interest in the Policy
unless the Bank (a) replaces the Policy with a comparable insurance policy to
cover the benefit provided under this Split Dollar Agreement and (b) executes a
new Split Dollar Agreement and Endorsement for the comparable insurance policy.
The Policy or any comparable policy shall be subject to the claims of the Bank's
creditors.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Bank shall pay any premiums due on the
Policy.
3.2 Imputed Income. The Bank shall impute income to the Executive
in an amount equal to (a) the current term rate for the Executive's age,
multiplied by (b) the net death benefit payable to the Executive's Beneficiary
under this Split Dollar Agreement. The "current term rate" is the minimum amount
required to be imputed under Revenue Rulings 64-328 and 66-110, or any
subsequent applicable authority.
ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all interests in the
Policy and in this Split Dollar Agreement to any person, entity or trust. If the
Executive transfers all of the Executive's interest in the Policy, then all of
the Executive's interest in the Policy and in the Split Dollar Agreement shall
be vested in the Executive's transferee, who shall be substituted as a party
hereunder, and the Executive shall have no further interest in the Policy or in
this Split Dollar Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Split Dollar Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. A person or beneficiary ("claimant") who has
not received benefits under this Split Dollar Agreement that he or she believes
should be paid shall make a claim for such benefits as follows:
72
6.1.1 Initiation: Written Claim. The claimant initiates a
claim by submitting to the Bank a Written claim for the benefits.
6.1.2 Timing of Bank Response. The Bank shall respond to
such claimant within 90 days after receiving the claim. If the Bank
determines that special circumstances require additional time for
processing the claim, the Bank 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 Bank expects to render its
decision.
6.1.3 Notice of Decision. If the Bank denies part or all of
the claim, the Bank shall notify the claimant in writing of such
denial. The Bank 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 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.
6.2 Review Procedure. If the Bank denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the Bank
of the denial, as follows:
6.2.1 Initiation: Written Request. To initiate the review,
the claimant, within 60 days after receiving the Bank's notice of
denial, must file with the Bank 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
Bank 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 Bank 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 Bank Response. The Bank shall respond in
writing to such claimant within 60 days after receiving the request for
review. If the Bank determines that special circumstances require
additional time for processing the claim, the Bank 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 act forth
the social circumstances and the date by which the Bank expects to
render its decision.
73
6.2.5 Notice of Decision. The Bank shall notify the
claimant in writing of its decision on review. The Bank shall write the
notification in a manner calculated to be understood by the claimant.
The notification shall set forth:
6.2.5.1 The specific reason for the denial,
6.2.5.2 A reference to the specific provisions of
the agreement on which the denial is based,
6.2.5.3 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
6.2.5.4 A statement of the claimant's right to bring
a civil action under ERISA section 502(a).
ARTICLE 7
MISCELLANEOUS
7.1 Amendment. This Split Dollar Agreement may be amended solely
by a writing signed by the Bank and by the Insured.
7.2 Termination of Agreement. This Split Dollar Agreement shall
terminate upon the occurrence of any one of the following:
(a) The Insured is discharged from employment as a result
of a Termination for Cause, or
(b) Surrender, lapse, or other termination of the Policy
by the Bank or
(c) Distribution of the death benefit proceeds in
accordance with Section 2.2 above, or
(d) Termination of Employment of the Insured before the
Normal Retirement Age, unless Termination of Employment is the result
of Disability or unless Termination of Employment occurs involuntarily
within 12 months after a Change in Control or voluntarily but for Good
Reason within 12 months after a Change in Control.
7.3 Binding Effect. This Split Dollar Agreement shall bind the
Executive and the Bank and their beneficiaries, survivors, executors,
administrations and transferees, and any Policy beneficiary.
7.4 No Guarantee of Employment. This Split Dollar Agreement is not
an employment policy or contract. It does not give the Executive the right to
remain an employee of the Bank, nor does it interfere with the Bank'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.
7.5 Successors; Binding Agreement. By an assumption agreement in
form and substance satisfactory to the Executive, the Bank shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the Bank to
74
expressly assume and agree to perform this Split Dollar Agreement in the same
manner and to the same extent that the Bank would be required to perform this
Split Dollar Agreement if no succession had occurred.
7.6 Applicable Law. The Split Dollar Agreement and all rights
hereunder shall be governed by and construed according to the laws of the State
of California.
7.7 Entire Agreement. This Split Dollar Agreement and the Salary
Continuation Agreement constitute the entire agreement between the Bank and the
Executive concerning the subject matter hereof. No rights are granted to the
Executive by this Split Dollar Agreement other than those specifically set forth
herein.
7.8 Severability. If for any reason any provision of this Split
Dollar Agreement is held invalid, such invalidity shall not affect any other
provision of this Split Dollar Agreement not held invalid, and each such other
provision shall continue in full force and effect to the full extent consistent
with law. If any provision of this Split Dollar Agreement is held invalid in
part, such invalidity shall not affect the remainder of such provision not held
invalid, and the remainder of such provision, together with all other provisions
of this Split Dollar Agreement, shall continue in full force and effect to the
full extent consistent with law.
7.9 Headings. The headings of Sections herein are included solely
for convenience of reference and shall not affect the meaning or interpretation
of any provision of this Split Dollar Agreement.
7.10 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed, certified or registered mail, return
receipt requested, with postage prepaid (a) to Bank of Xxxxxx at X.X. Xxx 000,
000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Board of Directors, (b)
to the Executive at Bank of Xxxxxx, X.X. Xxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, or (c) or to such other address as either party may designate
by like notice.
ARTICLE 8
ADMINISTRATION OF AGREEMENT
8.1 Administrator Duties. This Split Dollar Agreement shall be
administered by an Administrator, which shall consist of the board or such
committee as the board shall appoint. The Executive may be a member of the
Administrator. The Administrator shall also have the discretion and authority to
(a) make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of this Split Dollar Agreement and (b) decide or resolve
any and all questions, including interpretations of this Split Dollar Agreement,
as may arise in connection with this Split Dollar Agreement.
8.2 Agents. In the administration of this Split Dollar Agreement,
the 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 Bank.
8.3 Binding Effect of Decisions. The decision or action of the
Administrator with respect to any question arising out of or in connection with
the administration, interpretation, and application of this Split Dollar
Agreement and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in this Split Dollar
Agreement.
75
8.4 Indemnity of Administrator. The Bank shall indemnify and hold
harmless the members of the Administrator against any and all claims, losses,
damages, expenses, or liabilities arising from any action or failure to act with
respect to this Split Dollar Agreement, except in the case of willful misconduct
by the Administrator or any of its members.
8.5 Information. To enable the Administrator to perform its
functions, the Bank shall supply full and timely information to the
Administrator on all matters relating to the date and circumstances of the
retirement, death, or Termination of Employment of the Executive and such other
pertinent information as the Administrator may reasonably require.
IN WITNESS WHEREOF, the Bank and the Executive have executed this
Endorsement Split Dollar Agreement as of the date first written above.
THE EXECUTIVE: THE BANK:
BANK OF XXXXXX
/s/ XXXXX X. STANDING By: /s/ XXXXX XXXXXX
-------------------------- --------------------------
Xxxxx X. Standing Its: Vice Chairman
76
ENDORSEMENT
BANK OF XXXXXX
ENDORSEMENT SPLIT DOLLAR AGREEMENT
Insured: Xxxxx X. Standing Insurer:
Policy No.
Pursuant to the terms of the Bank of Xxxxxx Endorsement Split Dollar
Agreement dated as of April 1, 2004, the undersigned Owner requests that the
above-referenced policy issued by the Insurer provide for the following
beneficiary designation and limited contract ownership rights to the Insured:
1. Upon the death of the Insured, proceeds shall be paid in one
sum to the Owner, its successors or assigns, to the extent of its interest in
the policy. It is hereby provided that the Insurer may rely solely upon a
statement from the Owner as to the amount of proceeds it is entitled to receive
under this paragraph.
2. Any proceeds at the death of the Insured in excess of the
amount paid under the provisions of the preceding paragraph shall be paid in one
sum to:
Xxxxxx Xxxx Standing
--------------------------------------------------------
PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
Xxxxxxxx Xxxx Standing, II
Xxxxxx Xxxx Standing, Trustees
UA DTD Dec. 21, 1999 "The Standing 1999 Revocable Trust"
----------------------------------------------------------
CONTIGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
The exclusive right to change the beneficiary for the proceeds payable under
this paragraph, to elect any optional method of settlement for the proceeds paid
under this paragraph which are available under the terms of the policy and to
assign all rights and interests granted under this paragraph are hereby granted
to the Insured. The sole signature of the Insured shall be sufficient to
exercise said rights. The Owner retains all contract rights not granted to the
Insured under this paragraph.
3. It is agreed by the undersigned that this designation and
limited assignment of rights shall be subject in all respects to the contractual
terms of the policy.
4. Any payment directed by the Owner under this endorsement shall
be a full discharge of the Insurer, and such discharge shall be binding on all
parties claiming any interest under the policy.
The undersigned for the Owner is signing in a representative capacity
and warrants that he or she has the authority to bind the entity on whose behalf
this document is being executed.
Signed at Jackson, California, this 14th day of June 2004.
INSURED: OWNER:
Bank of Xxxxxx
/s/ XXXXX X. STANDING By: /s/ XXXXX XXXXXX
--------------------------- ------------------------
Xxxxx X. Standing Its: Vice Chairman
77
EXHIBIT A
BANK OF XXXXXX
ENDORSEMENT SPLIT DOLLAR AGREEMENT
Xxxxx Standing
Age of Insured at the Amount of Death
End of Year time of death Benefits
----------- ------------- --------
2004 61 $ 243,092
2005 62 $ 243,092
2006 63 $ 243,092
2007 64 $ 243,092
2008 65 $ 243,092
2009 66 $ 210,136
2010 67 $ 189,709
2011 68 $ 168,036
2012 69 $ 145,105
2013 70 $ 120,776
2014 71 $ 94,988
2015 72 $ 67,652
2016 73 $ 38,676
2017 74 $ 7,962
2018 75 $ 0
78
