Exhibit 10.15
DEFERRED COMPENSATION AGREEMENT
This Agreement is entered into this 1st day of January 2000, the
effective date, between SOUTHSIDE BANCSHARES CORP., with its principal place
of business in St. Louis, Missouri (the "Company"), and XXXXXX X. XXXXX, a
director of the Company (hereinafter referred to as the "Director").
WHEREAS, the Director has served on the Board of Directors of the
Company (hereinafter referred to as the "Board"), and the Board wishes to
provide additional incentives for the Director's continued service; and
WHEREAS, the Director has contributed to the success and
profitability of the Company and is expected to continue such contribution;
and
WHEREAS, the Company and the Director desire to set forth their
agreement as to deferring a portion of the Director's fees as a deferred
compensation plan and to provide certain additional benefits in the case of
the Director's death while serving as a Director of the Company.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Company and the Director agree as follows:
1. Director agrees to a reduction of the current payment of his
compensation for service on the Board by Thirty Five Thousand Four Hundred
and 00/100 Dollars ($35,400.00) per year, annually deferred in twelve (12)
substantially equal monthly installments, for a period of seven (7) years,
or such other amount as shall be elected by the Director in a signed writing
delivered to the Company, and to defer receipt of such amount until paid
pursuant to later provisions of this Agreement. Compensation reductions
under this Agreement shall cease at the earlier of the end of the deferral
period or when said Director attains age seventy-eight (78). The Director
may change the amount of or suspend future deferrals with respect to fees
and retainers earned for calendar years commencing after the date of change
or suspension as he may specify by written notice to the Company. Following
any such suspension, the Director may make a new election to again become a
deferral participant; however, the election to defer shall be irrevocable
for the particular year, and must be made prior to the beginning of the
calendar year.
2. The Company will record amounts deferred pursuant to paragraphs
1 and amounts credited pursuant to paragraph 3 in a separate Account
(hereinafter referred to as the "Account") in the financial records of the
Company.
3. Until the Director attains age seventy-eight (78) the Company
will credit interest compounded monthly to the Account as follows: subject
to a minimum annual rate of six percent (6%) and a maximum annual rate of
fifteen percent (15%), a rate equal to the annual percentage increase (the
"Annual Rate") of the stock price of Southside Bancshares Corp. (the "Stock
Price"). The annual percentage increase of the Stock Price shall be initially
determined utilizing a fraction that has a numerator calculated by subtracting
the closing bid price one year prior to the effective date of this Agreement
from the closing bid price on the effective date of this Agreement and a
denominator equal to the closing bid price one year prior to the effective
date of this Agreement.
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For each subsequent year that this Agreement is effective, the Annual Rate
will be determined utilizing a fraction that has a numerator calculated by
subtracting the closing bid price one year prior to each anniversary of
effective date of this Agreement from the closing bid price on each
anniversary of effective date of this Agreement and a denominator equal to
the closing bid price one year prior to the anniversary of effective date of
this Agreement. Notwithstanding the above, at any time the Director fails to
defer a monthly amount under paragraph 1, the annual interest rate the
Company will credit the Account under this paragraph will be six percent
(6%), compounded monthly for the period the Director makes no deferral. Once
the Director attains age seventy-eight (78) or the service of the Director
is terminated and payments from the Account continue to be deferred, the
Company will credit interest compounded monthly to the Account at a rate of
six percent (6%) until the balance of the Account is fully paid.
4. The Account will be unfunded and no assets of the Company will
be segregated with respect to the Account. Further, the Account shall be
kept only for purposes of its identification on the books and records of the
Company as a liability of the Company to the Director, and the Account will
be subject to the claims of general creditors of the Company.
5. Amounts held in the Account or a death benefit will be payable
as indicated in Paragraph 6 upon the first to occur of the following events:
(a) termination of the Director's membership on the Board of
the Company other than by death; or
(b) termination of this Agreement pursuant to Paragraph 15; or
(c) the occurrence of the Director's 78th birthday; or
(d) the death of the Director.
The Company shall only have the obligation to complete making payments under
Paragraph 6 to the Director, his/her designated beneficiary, or the estate
of the designated beneficiary pursuant to the applicable subparagraph above.
6.
a. If payment is to be made due to the occurrence of an
event described in 5(a) or in 5(b), subject to provisions of paragraph 7, an
amount equal to the balance in the Account shall be paid to the Director in
one lump sum not later than sixty (60) days following the occurrence of the
event.
b. If payment is to be made due to the occurrence of the
event described in 5(c), the balance in the Account shall be paid to the
Director in substantially equal monthly installments over a thirty-six (36)
month period commencing on the first day of the month following the
Director's birthday.
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c. If payment is to be made due to the occurrence of the
event described in 5(d), the amount payable to the Director's beneficiary
shall be the monthly amount stated in Addendum A multiplied by a fraction
the numerator of which is equal to the sum of: (i) the amount actually
deferred under this Agreement until the Director's death, including the
interest credited to these deferrals through the date of the Director's
death pursuant to paragraph 3 of this Agreement; (ii) the projected amounts
that would have been deferred from the date of the Director's death through
the date the Director would have attained age seventy-eight (78), based on
the Director's elected deferral amount in effect on the date of the
Director's death; and (iii) the interest that would have been credited to
the amounts in (i) and (ii) immediately above pursuant to paragraph 3 from
the date of the Director's death until the date the Director would have
reached age 78 assuming an Annual Rate that would equal the average annual
interest credited to the Director's Account from the effective date of this
Agreement through the Director's death or an Annual Rate of six-percent (6%)
if the Director was not making monthly deferrals at the date of the
Director's death; and the denominator of which shall equal the projected
total deferral that would have occurred if the Director would have deferred
the amount set forth in paragraph 1 from the date of this Agreement through
the date the Director would have attained age seventy-eight (78), including
the maximum annual interest credited under paragraph 3 of this Agreement to
the projected deferrals under paragraph 1; provided, however, under no
circumstances shall the monthly benefit be greater than that stated in
Addendum A. Payments to the Director's designated beneficiary shall begin
the first day of the month following the month of the death of the Director.
d. Notwithstanding the foregoing subparagraph (c), if the
Director commits suicide and as a result of such suicide the payment of the
death proceeds is denied on any policy of insurance owned by the Company
insuring the life of the Director, the amount payable to the Director's
designated beneficiary shall be the Account balance on the date of the
Director's death less an amount equal to the sum of any monthly amounts
previously paid the designated beneficiary. Payment to the Director's
designated beneficiary shall be made in a lump sum within sixty (60) days
from the denial of payment of proceeds from any life insurance policy owned
by the Company.
7. If payment is to be made under subparagraph 5(a) and the
Director's termination is due to disability covered under a disability
insurance policy, the Company may, in its sole discretion, defer payment
until payments under the disability policy cease.
8. In the event the Director should die before receiving the
payment due under subparagraph 6(a) or the payments due under subparagraph
6(b), the remaining payment or payments, as the case may be, shall be paid
to the Director's designated beneficiary.
9. If the Director's designated beneficiary dies before receiving
all payments due, the Company shall pay the remaining payments, in the same
form of pay out as the designated beneficiary has been receiving or is to
receive, to the revocable trust of the Designated beneficiary and, if none,
to the estate of the designated beneficiary.
10. Director may request in a signed writing delivered to the
Board, that the Company pay a hardship distribution to the Director from
amounts held in the Account. Hardship means an unforeseen event or situation
that creates an extraordinary financial need that cannot reasonably be
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met by other resources of the Director. The Board shall elect in its sole
discretion, without participation of the Director making the request, whether
or not to grant such request.
11. Any amounts payable to the Director's designated beneficiary
pursuant to this Agreement will be paid to the beneficiary designated by the
Director in a signed writing delivered to the Company. Director has the
right to change his beneficiary designation by delivering to the Company a
subsequent signed writing. If Director does not designate a beneficiary in
the manner described in this paragraph 11, or if the designated beneficiary
has predeceased the Director, then amounts payable hereunder will be payable
first to the Director's surviving spouse; and if the Director has no
surviving spouse, then such amounts will then be payable to the Director's
estate or as provided by a decree of distribution or other proper order by
the court having jurisdiction of such estate. No one other than the Director
shall have any right to designate a beneficiary.
12. The right to receive payments under this Agreement shall not be
assigned or encumbered, or subject to anticipation, garnishment, attachment,
or any other legal process of creditors of the Director or of any designated
beneficiary. If the Director or a designated beneficiary attempts to assign
such right, the Board, in its sole discretion, may suspend, reduce or
terminate any or all rights created by this Agreement as to the Director or
the designated beneficiary attempting said assignment.
13. Nothing in this Agreement shall be construed as giving the
Director the right to be retained on the Company's Board. The Director shall
remain subject to discharge at any time and to the same extent as if this
Agreement had not been executed.
14. The Company does not assure or guarantee the tax consequences
of payments provided hereunder or matters beyond its control, and the
Director certifies that his decision to reduce and defer receipt of his
compensation is not due to any reliance upon financial, tax or legal advice
given by the Company or any of its employees.
15. This Agreement may be amended or terminated at any time by the
Company in writing; however, no amendment or termination may reduce amounts
payable to Director or his designated beneficiary below the then Account
balance, without such person's written consent.
16. The Board upon ninety (90) days advance written notice to the
Director may terminate this Agreement and, in the event of such termination,
shall pay an amount equal to the then Account balance in a lump sum to the
Director within sixty (60) days following such termination.
17. While the Company intends that this Plan will result in the
deferral of the imposition of a federal income tax on the funds credited
hereunder until such time as they actually be paid to a Director, nothing
herein shall be construed as a promise, guarantee or other representation by
the Company of such tax effect nor, without limitation, shall the Company be
liable for any taxes, penalties or other amounts incurred by Directors in
the event it is determined by applicable authorities that such deferral was
not accomplished, and the Director should consult his or her own tax
advisor(s) to determine the tax consequences in his or her specific case.
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IN WITNESS WHEREOF, the parties hereof have entered into this
Agreement at St. Louis, Missouri, as of the date first above written.
SOUTHSIDE BANCSHARES CORP.
BY: /s/ Xxxxxx X. Xxxxxxxx
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ITS: President and Chief Executive Officer
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DIRECTOR:
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
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BENEFICIARY DESIGNATION
I, , designate the following as beneficiary of any death
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benefits payable under the Deferred Compensation Agreement between myself
and the SOUTHSIDE BANCSHARES CORP.:
Primary Beneficiary
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Name Relationship
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Address
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Contingent Beneficiary (to receive the benefits if there is no surviving
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Primary Beneficiary)
Name Relationship
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Address
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NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE
AND THE EXACT DATE OF THE TRUST AGREEMENT.
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I understand that I may change these beneficiary designations by filing a
new written designation with the Company. I further understand that the
designations will be automatically revoked if the beneficiary predeceases
me, or, if I have named my spouse as beneficiary, in the event of the
dissolution of our marriage. I further understand that this beneficiary
designation revokes all prior beneficiary designations applicable to this
Agreement.
Consented to by Director's spouse:
Director's Signature: Spouse's Signature:
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XXXXXX X. XXXXX
Date: Date:
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Accepted by the Company this day of , .
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By:
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Title:
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ADDENDUM A
Thirteen Thousand Two Hundred Four and 08/100 dollars ($13,204.08) per month
for thirty-six (36) months.
ADDENDUM A - PAGE SOLO
