Exhibit 10.5
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
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THIS AGREEMENT, made and entered into as of this 27/th/ day of October,
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1993, by and between FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF LINCOLN, a
United States corporation, with its principal office in Lincoln, Nebraska
(`Association'), and XXXXXXX X. XXXXXXXXX, an individual residing in the state
of Nebraska (`Executive').
RECITALS
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A. The Executive proposes to be employed by the Association pursuant to
the terms of a separate Employment Agreement executed as of this same date. All
terms defined in the Employment Agreement shall have the same meanings herein.
B. The Association recognizes the value of the services to be performed
by the Executive and wishes to encourage his continued employment.
C. The Executive wishes to be assured that he will be entitled to a
certain minimum amount of additional compensation (a) if he becomes totally
disabled while in the employ of the Association; (b) for some definite period of
time from and after his retirement from active service with the Association; or
(c) that his family will be entitled to such compensation from and after his
death either while in the employ of the Association or after his retirement.
D. The parties hereto wish to provide the terms and conditions upon
which the Association shall pay such additional compensation to the Executive
after his disability, retirement or to his designated beneficiary in event of
his death.
NOW, THEREFORE, In consideration of the premises and of the mutual
promises herein contained, the parties agree as follows:
1. Retirement. In consideration of the Executive's remaining in its
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employ until his retirement, the Association agrees that, from and after the
retirement of the Executive from the active service of the Association at age
sixty-five (65), or such earlier or later retirement age as may be approved by
the Association, the Association shall thereafter pay the Executive an annual
Supplemental Benefit (as defined herein) for a period of fifteen (15) years from
and after his retirement, payable in equal monthly installments, commencing with
the first day of the first month following his retirement.
2. Supplemental Benefit. For purposes of this Agreement, `Supplemental
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Benefit' means an amount calculated as follows: (A) the average annual
compensation (excluding bonuses and incentive compensation) received by the
Executive from the Association during three years of employment affording the
highest such average, or during all the years of employment if less than three
years; as reduced by (B) amounts paid under the Association's qualified defined
benefit pension plan or any disability insurance benefits purchased by the
Association; and (C) multiplying such amount by 50% to determine the benefit
payable hereunder as a Supplemental Benefit.
3. Death After Retirement. The Association further agrees that, in the
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event of the Executive's death after his retirement but prior to completing
fifteen (15) years of monthly payments; the association will continue to make
Supplemental Benefit payments during the remainder of said fifteen (15) year
period to the Executive's Beneficiary (as defined in the Employment Agreement).
4. Disability. The Association agrees that, in the event of the total
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disability of the Executive (as defined in the Employment Agreement) while in
the employ of the Association, it shall pay an annual Supplemental Benefit for
up to ten (10) years, payable in equal monthly installments commencing with the
first day of the first month following replacement of the Executive as provided
in Section 7(a) of the Employment Agreement (i) until discontinuance of such
disability and employment is fully restored to the Executive; (ii) until the
Executive becomes eligible for the benefits provided at retirement hereunder
which retirement benefits shall be exclusive of and in addition to any
disability payments, or (iii) until death of the Executive, whichever shall
first occur. For all purposes of this Agreement, the Executive shall be
considered to be in the employ of the Association to receive customary fringe
benefits (or service credits therefor, as the case may be) during the
continuance of such disability.
5. Death Prior to Retirement. The Association will enter into a
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separate Split Dollar Life Insurance Agreement and pay all premiums required
thereunder, or if the Association fails to purchase or keep in force the Split
Dollar policy, it shall pay an annual Supplemental Benefit for ten (10) years
after death, payable as otherwise provided in Paragraph 4 hereof.
6. Noncompetition. In consideration of the foregoing agreements of the
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Association and of the payments to be made by the Association pursuant hereto,
the Executive hereby agrees that, so long as he remains in the active employ of
the Association, he will devote substantially all of his time, skill, diligence
and attention to the business of the Association, and will not actively engage,
either directly or indirectly, in any business or other activity which is or may
be deemed to be in any way competitive with or adverse to the best interests of
the business of the Association.
7. Termination. In the event that the employment of the Executive is
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terminated for any reason other than Cause (as defined), the Association agrees
to fund a Separate Split Dollar policy to the point of "N Pay" and cause
ownership of such policy to be transferred to the Executive or if no policy was
obtained to pay to the Executive the present value of the sum of the annual
Supplemental Benefits for fifteen (15) years. This payment is to be made in one
lump sum on the first day of the first month after which the Executive's
employment terminates. For purposes hereof, "N-PAY" means that the cash value of
dividend additions within the policy, together with projected future dividends,
are estimated to be sufficient to pay all remaining additional premiums required
by the terms of policy; provided, however, that if the future dividends actually
paid are less than the assumed dividends, the Association will be required to
pay any deficiency.
8. Other Benefits and Programs. It is expressly understood by the
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parties hereto that this Agreement relates exclusively to additional
compensation for the Executive's services and any benefits payable under this
Agreement shall be independent of, and in addition to, any other benefits or
compensation payable under a separate Employment Agreement of even date herewith
or as may
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hereinafter be amended from time to time. This Agreement does not involve a
reduction in salary or foregoing of an increase in future salary by the
Executive, nor does the Agreement in any way affect or reduce the proposed or
future compensation of the Executive.
9. Benefits Not Funded. This Agreement represents a contractual
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promise to pay by the Association, assuming satisfaction by Executive of the
requirements herein, and that said promise to pay is not represented by notes or
secured or funded in any way. If the Association, solely at its own discretion,
shall acquire a life insurance or annuity contract or any other asset in
connection with the liabilities assumed by it hereunder, it is expressly agreed
that neither Executive nor any Beneficiary hereunder shall have any right with
respect to, or claim against, such contract or other asset. Such contract or
other asset shall not be held in any way as collateral security for the
fulfilling of the obligations of the Association under this Agreement. Such
contract or other asset shall be and remain a general, unpledged, unrestricted
asset of the Association. Executive may unilaterally change the person or
persons who are to receive payments hereunder following his death, including
provisions for payment to a Trust or Trusts, notwithstanding any other provision
hereof, by written instrument executed by him and delivered to the Association
during Executive lifetime.
10. Nonalienation of Benefits. Neither the Executive, his designated
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Beneficiary nor any other beneficiary under this Agreement shall have any power
or right to transfer, assign, anticipate, hypothecate or otherwise encumber any
part or all of the amounts payable by the Association hereunder, nor shall such
amounts be subject to seizure by any creditor of any such beneficiary, by a
proceeding at law or in equity, and no such benefit shall be transferable by
operation of law in the event of bankruptcy, insolvency or death of the
Executive, his spouse, his designated beneficiary or any other beneficiary
hereunder. Any such attempted assignment or transfer shall be void and shall
terminate this Agreement, and the Association shall thereupon have no further
liability hereunder.
11. Binding Effect. This Agreement, and any amendment hereto, shall be
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binding upon and inure to the benefit of the Association, its successors and
assigns, and the Executive, and his beneficiaries, heirs, executors,
administrators and legal representatives.
12. Amendments. This Agreement may not be amended, altered or
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modified, except by a written instrument signed by the parties hereto, or their
respective successors or assigns, and may not be otherwise terminated except as
provided herein.
13. Notice. Any notice, consent or demand required or permitted to be
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given under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto, it shall be sent by United States mail, postage
prepaid, addressed to such party's last known address as shown on the records of
the Association. The date of such mailing shall be deemed the date of notice,
consent or demand.
14. Applicable Law. This Agreement and the rights of the parties
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hereunder, shall be governed by and construed in accordance with the laws of the
state of Nebraska.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, as of the day and year first above written.
FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF LINCOLN
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
ATTEST:
/s/ Xxxxxx X. Xxxxxxxx
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Asst. Secretary
/s/ Xxxxxxx Xxxxxxxxx
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XXXXXXX XXXXXXXXX
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