EXHIBIT 10.9
OFFICER'S DEATH BENEFIT AGREEMENT
THIS AGREEMENT, made this 22nd day of April 2003, by and between
Naugatuck Valley Savings and Loan, S.B., a banking corporation organized and
existing under the laws of the United States of America, hereinafter referred to
as the "Bank", and Xxxx X. Xxxxx, hereinafter referred to as the "Officer".
WITNESSETH:
WHEREAS, the Officer is currently retained by the Bank;
WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by the Officer;
WHEREAS, the Bank desires to retain the valuable service and loyalty of
the Officer and to induce the Officer to remain with the Bank;
WHEREAS, the Officer wishes to be assured that his beneficiary will be
entitled to a certain benefit for some definite period of time from and after
the Officer's death;
WHEREAS, the Bank intends to purchase for its own benefit a life
insurance policy on the life of the Officer; and
WHEREAS, the Bank desires to provide a lesser death benefit from said
life insurance proceeds payable by Bank to the designated beneficiary of the
Officer in the event of his death under certain circumstances as well as other
such benefits as set forth herein, and both parties desire to enter into this
Agreement to evidence the terms and conditions of such benefits;
NOW, THEREFORE, in consideration of the mutual covenants and Agreements
herein contained, it is agreed as follows:
Upon the death of the Officer, a death benefit will be payable to his
designed beneficiary. The death benefit payable pursuant to this
subparagraph shall be Twenty-five Thousand and 00/100ths dollars
($25,000.00) paid in a lump sum.
1. The Death benefit payable pursuant to the paragraph above
shall be paid to the beneficiary or beneficiaries irrevocably
designated by the Officer by written instrument delivered to
the Bank within six (6) months of the date hereof. If no such
designation is made within said time period, or if all
designated beneficiaries predecease the Officer, such death
benefit shall be paid as follows:
a) To Officer's spouse, if living; or if not,
b) To Officer's lawful descendants, per stirpes, then
living; or if none,
c) To the duly appointed legal representative of the
Officer; or
d) If there shall be no such legal representative duly
appointed and qualified within six (6) months of the
date of death of the Officer, then to such persons
as, at the date of his death, would be entitled to
share in the distribution of his/her personal estate
under the provisions of the State of Connecticut
statute then in force governing the descent of
intestate property, in the proportions specified in
such statute.
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2. Every notice or other communication required by or
appropriate to this Agreement from any party shall be
in writing addressed to the Bank at 000 Xxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, or to Xxxx X. Xxxxx at
00 Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000; or to such
other addresses as shall have been specified by
notice given as herein provided. Any such notice or
other communication shall be deemed to have been
given on the third business day after it is sent by
certified mail, postage prepaid, addressed as
aforesaid.
3. Suicide. Notwithstanding anything to the contrary in
this Agreement, the benefits otherwise provided
herein shall not be payable if the Officer's death
results from suicide, whether sane or insane, within
two years after the execution of this Agreement.
4. This document sets forth the entire Agreement and
understanding between the parties hereto representing
the death benefit payable by the Bank upon the death
of the Officer and merges all prior discussions
between them with respect to that subject matter
only, and not party shall be bound by any
representation, definition, condition or provision
other than as expressly stated in this Agreement or
as subsequently set forth in an amendment hereto
adopted in the manner provided above.
5. Officer agrees on behalf of himself, his heirs,
executors and administrators and any other person or
persons claiming any benefit under his by virtue of
this Agreement that this Agreement and all rights,
interests and benefits hereunder shall not be
assigned, transferred, pledged or hypothecated in any
way by the Officer or by any beneficiary, heir,
executor, administrator or other person claiming
under the Officer by virtue of this Agreement and
shall not be subject to execution, attachment or
similar process. Any attempted assignment, transfer,
pledge or hypothecation or any other disposition of
such rights, interests and benefits contrary to the
foregoing provisions or the levy or any execution,
attachment or similar process thereon shall be null
and void and without effect.
6. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
heirs, personal representatives and successors, and
any successor to the Bank shall be deemed substituted
for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any
person, firm, corporation or any other business
entity which, at any time, whether by consolidation,
merger, purchase or otherwise, acquires all or
substantially all of the assets or business of the
Bank.
7. The validity, construction and enforceability of this
Agreement shall be governed in all respects by the
laws of the United States of America.
8. Nothing contained in this Agreement shall be
construed to be a contract for employment for any
term of years, nor as conferring upon the Officer the
right to continue employment with the Bank in the
Officer's present capacity. It is not intended as a
current employment contract.
9. Notwithstanding any of the preceding provisions of
the Agreement, neither the Bank, nor any individual
acting as an Officer or agent of the Bank or as a
Member of the Board of Directors, shall be liable to
any Officer, former Officer, or any other person for
any claim, loss, liability or expense incurred in
connection with the Agreement.
10. Nothing contained in this Agreement shall affect the
right of the Officer to participate in, or be covered
by, any qualified or non-qualified pension, profit
sharing, group, bonus or other
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supplemental compensation or fringe benefit Agreement
constituting apart of the Bank's existing or future
compensation structure.
11. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an
original and which shall constitute but one and the
same Agreement, which shall be sufficiently evidenced
for all purposes by anyone executed counterpart.
12. This Agreement cannot be amended except by the
written mutual consent of both parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed on this 22nd day of April, 2003.
/s/ Xxxx X. Xxxxx
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Officer
NAUGATUCK VALLEY SAVINGS
AND LOAN, S.B.
Naugatuck, CT
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Executive Vice President
Title
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