Exhibit 10.21
DRAFT ONE 3/24/2003
EXHIBIT 10.21 Deferred Compensation Agreement between TeamBank, N.A. and Xxxxxxx
X. Xxxxxx dated February 1, 2002.
TEAMBANK, N.A.
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, effective February 1, 2002 (the "Effective Date"), is made
by and between TeamBank, N.A., a nationally-chartered commercial bank, located
in Paola, Kansas (the "Company"), and Xxxxxxx X. Xxxxxx (the "Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide to the Executive a deferred compensation
opportunity, together with matching contributions by the Company. The Company
will pay the Executive's benefits from the Company's general assets.
AGREEMENT
The Executive and the Company agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:
1.24 "ACTUAL DEFERRAL PERCENTAGE" means that actual percentage of
Compensation the Executive elected to defer under this Agreement for a given
Plan Year, as set forth on the Election Form described in Section 1.11 of this
Agreement.
1.25 "ANNIVERSARY DATE" means December 31st of each year.
1.26 "BENCHMARK DEFERRAL PERCENTAGE" means that percentage of
Compensation the Executive must defer under this Agreement for a given Plan
Year, as set forth on the Election Form described in Section 1.11 of this
Agreement, in order to enjoy the full death benefit provided in the Salary
Continuation Agreement and potentially in this Agreement.
1.27 "CHANGE OF CONTROL" means:
(a) a change in the ownership of the capital stock of the
Company or Team Financial, Inc. (the "Holding Company"), where a corporation,
person or group acting in concert (a "Person") as described in Section 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), holds
or acquires, directly or indirectly, beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of a number of shares of capital
stock of the Company which constitutes fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding capital stock then entitled to vote generally in the election of
directors; or
(b) the persons who were members of the Board of Directors of
the Company immediately prior to a tender offer, exchange offer, contested
election or any combination of the foregoing, cease to constitute a majority of
the Board of Directors; or
(c) the adoption by the Board of Directors of the Company of a
merger, consolidation or reorganization plan involving the Company in which the
Company is not the surviving entity, or a sale of all or substantially all of
the assets of the Company. For purposes of this Agreement, a sale of all or
substantially all of the assets of the Company shall be deemed to occur if any
Person acquires (or during the 12-month period ending on the date of the most
recent acquisition by such Person, has acquired) gross assets of the Company
that have an aggregate fair market value equal to fifty percent (50%) of the
fair market value of all of the gross assets of the Company immediately prior to
such acquisition or acquisitions; or
(d) a tender offer or exchange offer is made by any Person
which, if successfully completed, would result in such Person beneficially
owning (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
either fifty percent (50%) or more of the Company's outstanding shares of Common
Stock or shares of capital stock having fifty percent (50%) or more the combined
voting power of the Company's then outstanding capital stock (other than an
offer made by the Company), and sufficient shares are acquired under the offer
to cause such person to own fifty percent (50%) or more of the voting power; or
(e) any other transactions or series of related transactions
occurring which have substantially the same effect as the transactions specified
in any of the preceding clauses of this Section (1.4).
1.4.1 "PERMITTED TRANSFERS" means that a Shareholder, as
hereinafter defined in Section 1.22, may make the following
transfers without complying with the terms and provisions of Section
1.4 of this Agreement:
(m) To any trust created solely for the benefit of
any Shareholder or any spouse of or any lineal
descendant of any Shareholder;
(n) To any individual or entity by bona fide gift;
(o) To any spouse or former spouse pursuant to the
terms of a decree of divorce;
(p) To any officer or employee of the Company
pursuant to any incentive stock option plan
established by the Shareholders;
(q) To any family member; or,
(r) After receipt of any necessary regulatory
approvals, to any company or partnership a
majority of the stock or interests of which
are owned by the Shareholders.
1.28 "CODE" means the Internal Revenue Code of 1986, as amended.
1.29 "COMPENSATION" means the total base salary paid to the Executive
during a Plan Year, which amount does not include any bonuses paid to the
Executive during a Plan Year.
1.30 "DEFERRAL ACCOUNT" means the Company's accounting of the Executive's
accumulated Deferrals, any Matching Contribution made by the Company under
Subsection 3.1.2, and any Interest credited by the Company under Subsection
3.1.3.
1.31 "DEFERRALS" means the amount of the Executive's Compensation, which
the Executive elects to defer according to this Agreement.
1.32 "DISABILITY" means the Executive's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
long-term disability insurance policy carried by the Company covering the
Executive, or, if no such long-term disability policy exists, then as determined
by the Social Security Administration, to be a disability rendering the
Executive totally and permanently disabled. The Executive must submit proof to
the Company of the carrier's or Social Security Administration's determination
upon the request of the Company.
1.33 "DISABILITY ELECTION FORM" means attached Exhibit B, which is
incorporated by reference.
1.34 "DEFERRAL ELECTION FORM" means the attached Exhibit A, which is
incorporated by reference.
1.35 "EXTRAORDINARY INCOME" means net death benefit proceeds (defined as
total life insurance policy proceeds on the date of death of the insured less
the cash surrender value of the policy on the date of death of the insured) of
any key-man life insurance policy or other key executive life insurance policy
owned by the Company.
1.36 "MAXIMUM DEFERRAL PERCENTAGE" means the maximum percentage of
Compensation the Executive may defer under this Agreement as set forth on the
Election Form.
1.37 "MODIFIED RETURN ON EQUITY" means ninety percent (90%) of Return on
Equity.
1.38 "NONCOMPETITION AGREEMENT" means the Agreement attached as Appendix
A which is hereby made part of this Agreement. Notwithstanding anything to the
contrary in Appendix A, in the event: (i) this Agreement is terminated pursuant
to Section 9.2 when the Company still employs the Executive, or (ii) a Change of
Control occurs, the provisions of Appendix A shall terminate.
1.39 "NORMAL RETIREMENT AGE" means the Executive's sixty-fifth (65th)
birthday.
1.40 "NORMAL RETIREMENT DATE" means the later of the Normal Retirement
Age or Termination of Employment.
1.41 "PLAN DEATH COSTS" means any additional liability accrual expenses
incurred by the Company as a result of any non-qualified plan established by the
Company for the benefit of the insured executive or director that has died.
1.42 "PLAN YEAR" means the twelve (12) consecutive month period beginning
January 1st and ending on December 31st of each year, except the initial Plan
Year will be from the Effective Date of this Agreement to December 31, 2002.
1.43 "RETURN ON EQUITY" means the sum of the after-tax income of the
Company plus the core deposit premium amortization, net of tax, divided by the
average annual equity of the Company for a given Plan Year. The formula
described above for the Return on Equity of the Company in a given Plan Year is
further described below:
Return After-tax core deposit Company's The average
On = [ Income of + (premium X (1 - Income Tax))] / [ annual Equity of]
Equity the Company amortization Rate the Company
In any given Plan Year the annual income of the Company shall be reduced by any
item of Extraordinary Income and shall be increased by any Plan Death Costs.
1.44 "SALARY CONTINUATION AGREEMENT" means the agreement, effective July
1, 2001, entered into by and between the Company and the Executive, which
provides that the Company agrees, among other things, to provide certain
benefits to the Executive upon his retirement.
1.45 "SHAREHOLDER" means the existing owners of all issued and
outstanding stock of the Company or Holding Company as of the date this
Agreement is signed.
1.46 "TERMINATION OF EMPLOYMENT" means that the Executive ceases to be
employed by the Company for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Company. For purposes of this
Agreement, if there is a dispute over the employment status of the Executive or
the date of the Executive's Termination of Employment, the Company shall have
the sole and absolute right to decide the dispute.
ARTICLE 2
DEFERRAL ELECTION
2.3 INITIAL ELECTION. The Executive shall make an initial deferral
election under this Agreement by filing with the Company a signed Deferral
Election Form within 30 days after the Effective Date of this Agreement. The
Deferral Election Form shall set forth the amount of Compensation to be deferred
and shall be effective to defer only Compensation earned after the date the
Deferral Election Form is received by the Company.
2.4 ELECTION CHANGES
2.2.1 GENERALLY. The Executive may increase (not to exceed the
Maximum Deferral Percentage) or decrease the percentage of Compensation to
be deferred annually by providing the Company a written form signed by the
Executive following the format of Deferral Election Form. Any written
Deferral Election Form with a modified deferral election must be provided
to the Company prior to the beginning of the Plan Year in which the
Compensation is to be deferred. The modified Deferral Election Form shall
not be effective until the calendar year following the year in which the
subsequent Deferral Election Form is received by the Company.
2.2.2 HARDSHIP. If an unforeseeable financial emergency arising
from the death of a family member, divorce, sickness, injury, catastrophe
or similar event outside the control of the Executive occurs, the
Executive, by written instructions to the Company, may reduce future
deferrals under this Agreement.
ARTICLE 3
DEFERRAL ACCOUNT
3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral
Account on its books for the Executive and shall credit to the Deferral Account
the following amounts:
3.1.4 DEFERRALS. The Compensation deferred by the Executive as of
the time the Compensation would have otherwise been paid to the Executive.
3.1.5 MATCHING CONTRIBUTION. A matching contribution equal to
twenty five percent (25%), and credited to the Deferral Account at the same
time as, the amounts credited to the Deferral Account under Subsection
3.1.1.
3.1.6 INTEREST. On each Anniversary Date of this Agreement and
immediately prior to the earlier of payment of any benefits or Termination
of Employment due to Disability, the Company shall credit interest on the
Deferral Account balance at an annual rate equal to the Modified Return on
Equity of the Company for the Plan Year; provided, however, that such
interest rate shall be no less than six (6.0%), nor greater than twelve
percent (12%). The interest rate shall be retroactively applied using
monthly compounding to the Deferral Account balance over the past Plan
Year. In the event of a part-year interest payment, due to the commencement
of benefits, the Modified Return on Equity of the Company for the past Plan
Year shall be used as the part-year interest rate, and that rate shall be
applied to the Deferral Account balance using monthly compounding for the
period prior to the first payment of any benefits under this Agreement. No
interest shall be credited pursuant to this Subsection 3.1.3 after payment
begins.
3.3 STATEMENT OF ACCOUNTS. The Company shall provide to the Executive,
within 120 days after each Anniversary Date, a statement setting forth the
Deferral Account balance.
3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind. The Executive is a general unsecured creditor of the
Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Executive's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.
ARTICLE 4
BENEFITS DURING LIFETIME
4.1 NORMAL RETIREMENT BENEFIT. Upon the Normal Retirement Date, the
Company shall pay to the Executive the benefit described in this Section 4.1 in
lieu of any other benefit under this Agreement.
4.1.3 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the
Deferral Account balance at the Executive's Normal Retirement Date.
4.1.4 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
Executive in one hundred twenty (120) equal monthly installments commencing
on the first day of the month following the Executive's Normal Retirement
Date. In determining the amount of the equal monthly installments the
Company shall credit interest at an annual rate of seven and one-half
percent (7.5%) on the remaining account balance during any applicable
installment period.
4.2 EARLY RETIREMENT BENEFIT. Upon Termination of Employment prior to
the Normal Retirement Age for reasons other than death, Change of Control or
Disability, the Company shall pay to the Executive the benefit described in this
Section 4.2 in lieu of any other benefit under this Agreement.
4.2.2 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the
Deferral Account balance at the Executive's Termination of Employment.
4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
Executive in a single lump sum within sixty (60) days of Termination of
Employment.
4.3 DISABILITY BENEFIT. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 4.3 in lieu of any other benefit
under this Agreement.
4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the
Deferral Account balance at the Executive's Termination of Employment. The
Company shall credit interest at an annual rate of seven and one-half
percent (7.5%) on this amount from Termination of Employment until payment
occurs under Subsection 4.3.2.
4.3.2 PAYMENT OF BENEFIT. The Company shall pay the amount stated
in Section 4.3.1 to the Executive in accordance with the Disability Benefit
Election Form, attached as Exhibit B, which shall be completed and filed by
the Executive with the Company. The attached Exhibit B, including the terms
governing the Executive's election of the timing of payment under this
Subsection 4.3.2, are incorporated into this Agreement by reference.
4.3.3 DEATH DURING DISABILITY. If the Executive's death occurs
subsequent to Termination of Employment due to a Disability and prior to
any payment under Subsection 4.3.2, the Company shall pay the amount stated
in Section 5.1 in accordance with the terms of Section 5.1 in lieu of any
other benefit provided by this Agreement.
4.4 CHANGE OF CONTROL BENEFIT. Upon a Termination of employment
following a Change of Control, the Company shall pay to the Executive the
benefit described in this Section 4.4 in lieu of any other benefit under this
Agreement.
4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the
Deferral Account balance on the Executive's Termination of Employment.
4.4.4 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
Executive in a single lump sum within sixty (60) days after the Executive's
Termination of Employment.
4.4.5 EXCESS PARACHUTE PAYMENT. Notwithstanding any provision of
this Agreement to the contrary, the Company shall not pay any benefit under
this Agreement to the extent the benefit would create an excise tax under
the excess parachute rules of Section 280G of the Code.
4.5 HARDSHIP DISTRIBUTION. Upon the Board of Director's determination
(following petition by the Executive) that the Executive has suffered an
unforeseeable financial emergency as described in Subsection 2.2.2, the Company
shall distribute to the Executive all or a portion of the Deferral Account
balance as determined by the Company, but in no event shall the distribution be
greater than is necessary to relieve the financial hardship.
ARTICLE 5
DEATH BENEFITS
5.1 DEATH DURING ACTIVE SERVICE. If the Executive dies while employed by
the Company and prior to receiving any payments under this Agreement, the
Company shall have no obligation to pay to the Executive's beneficiary any
amount under this Agreement.
5.2 DEATH DURING BENEFIT PERIOD. If the Executive dies subsequent to the
date that he retires and while receiving payments under Section 4.1 of this
Agreement, the Company's obligation to make the final monthly payment under
Section 4.1.2 on the last day of the month of the Executive's death shall
constitute the Company's final obligation to pay the Executive or the
Executive's estate under the terms of this Agreement.
ARTICLE 6
BENEFICIARIES
6.1 BENEFICIARY DESIGNATIONS. The Executive shall designate a
beneficiary by filing a written designation with the Company. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
received by the Company during the Executive's lifetime. 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. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.
6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
ARTICLE 7
GENERAL LIMITATIONS
7.1 TERMINATION FOR CAUSE. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement that is in excess of the Executive's Deferrals (I.E., the Company
match credited under Subsection 3.1.2 and all Interest credited under Subsection
3.1.3) if the Company terminates the Executive's employment for:
(g) Gross negligence or gross neglect of duties to the Company;
(h) Conviction in a court of competent jurisdiction of a felony
or conviction in a court of competent jurisdiction of a gross misdemeanor
involving moral turpitude in connection with the Executive's employment
with the Company; or,
(i) Fraud, disloyalty, dishonesty or willful violation of any
law or significant Company policy committed in connection with the
Executive's employment and resulting in an adverse effect on the Company
and personal benefit to the Executive.
7.3 SUICIDE OR MISSTATEMENT. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any death benefit under
this Agreement exceeding the Deferral Account if the Executive commits suicide
within two years after the date of this Agreement, or if the Executive has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
ARTICLE 8
CLAIMS AND REVIEW PROCEDURES
8.1 CLAIMS PROCEDURE. The Company shall notify any person or entity that
makes a claim against the Agreement (the "Claimant") in writing, within 90 days
of Claimant's written application for benefits, of his or her eligibility or
non-eligibility for benefits under the Agreement. If the Company determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, (4) an explanation of the
Agreement's claims review procedure and other appropriate information as to the
steps to be taken if the Claimant wishes to have the claim reviewed, and (5) a
time within which review must be requested. If the Company determines that there
are special circumstances requiring additional time to make a decision, the
Company shall notify the Claimant of the special circumstances and the date by
which a decision is expected to be made, and may extend the time for up to an
additional 90 days.
8.2 REVIEW PROCEDURE. If the Claimant is determined by the Company not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within 60 days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons, which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by the Company of the petition, the Company shall
afford the Claimant (and counsel, if any) an opportunity to present his or her
position to the Company in writing, and the Claimant (or counsel) shall have the
right to review the pertinent documents. The Company shall notify the Claimant
of its decision in writing within the 60-day period, stating specifically the
basis of its decision, written in a manner to be understood by the Claimant and
the specific provisions of the Agreement on which the decision is based. If,
because of the need for a hearing, the 60-day period is not sufficient, the
decision may be deferred for up to another 60 days at the election of the
Company, but notice of this deferral shall be given to the Claimant.
ARTICLE 9
AMENDMENTS AND TERMINATION
9.3 AGREED AMENDMENTS. This Agreement may be amended at any time by a
written agreement signed by the Company and the Executive.
9.4 TERMINATION OF AGREEMENT. The Company may terminate this Agreement
at any time prior to a Change of Control by providing thirty (30) days written
notice to the Executive. In no event shall this Agreement be terminated under
this Section 9.2 without payment to the Executive of the Deferral Account
balance, determined on the date termination of the Agreement occurs under this
Section 9.2, in a single lump-sum within sixty (60) days of termination of the
Agreement.
ARTICLE 10
MISCELLANEOUS
10.11 BINDING EFFECT. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, executors, administrators and
transferees.
10.12 NO GUARANTEE OF EMPLOYMENT. This Agreement is not a contract for
employment. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
10.13 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
10.14 TAX WITHHOLDING. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
10.15 ELECTION TO OPERATE AS A SUBCHAPTER S CORPORATION. In the event that
the Company in the future elects to operate as a Subchapter S corporation under
the Code, for purposes of determining Return on Equity of the Company (as
defined in Section 1.20), the highest individual federal income tax rate shall
be used to determine the after-tax income of the Company
10.16 APPLICABLE LAW. The Agreement and all rights hereunder shall be
governed by the laws of
Kansas, except to the extent preempted by the laws of
the United States of America.
10.17 UNFUNDED ARRANGEMENT. The Executive and the Executive's beneficiary
are general unsecured creditors of the Company for the payment of benefits under
this Agreement. The benefits represent the mere promise by the Company to pay
such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive's life
is a general asset of the Company to which the Executive and the Executive's
beneficiary have no preferred or secured claim.
10.18 REORGANIZATION. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to the successor or survivor
company.
10.19 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
10.20 ADMINISTRATION. The Company shall have powers which are necessary to
administer
this Agreement, including but not limited to:
(e) Interpreting the provisions of the Agreement;
(f) Establishing and revising the method of accounting for the
Agreement;
(g) Maintaining a record of benefit payments; and
(h) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
10.13 NAMED FIDUCIARY. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under this Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
10.14 FULL OBLIGATION. Notwithstanding any provision to the contrary, when
the Company has paid either the lifetime benefits or death benefits as
appropriate under any section of the Agreement, the Company has completed its
obligation to the Executive.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.
EXECUTIVE: COMPANY:
TEAMBANK, N.A.
/s/ Xxxxxxx X. Xxxxxx BY /s/ Xxxxxx X. Xxxxxxxxxx
--------------------- ------------------------
XXXXXXX X. XXXXXX
Title Chairman
---------------------
BENEFICIARY DESIGNATION
TEAMBANK, N.A.
EXECUTIVE
DEFERRED COMPENSATION AGREEMENT
I ________________________________________ designate the following as
beneficiary of benefits under this Agreement payable following my death:
Primary: ______________________________________________________________________
______________________________________________________________________
Contingent: ____________________________________________________________________
____________________________________________________________________
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 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 and our marriage is subsequently dissolved.
SIGNATURE
-----------------------------
XXXXXXX X. XXXXXX
Date _______________________________
Received by the Company this ________ day of ___________________, 20___.
By
------------------------------------
Title:
---------------------------------
EXHIBIT A
TO
TEAMBANK, N.A.
EXECUTIVE
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION
I elect to defer my Compensation received under this Agreement with the Company,
as follows:
AMOUNT OF DEFERRAL
[INITIAL AND COMPLETE ONE]
X I elect to defer 10% (Actual Deferral Percentage)
of my Compensation, not to exceed ten percent (10%)
(Maximum Deferral Percentage) of my Compensation.
(Compensation shall mean annual base salary, not to
include any bonuses).
NOTE: The Benchmark Deferral Percentage (I.E. the
percentage that must be deferred each Plan in order
to vest in the full death benefit provided under the
Salary Continuation Agreement) is five percent (5%)
of Compensation.
Upon filing a written Exhibit A following the form and substance of this Exhibit
signed by myself and the Company, I understand that I may change the amount of
my deferrals; provided, however, that any subsequent election will not be
effective until the calendar year following the year in which the new election
is received, approved, and signed by the Company.
Signature /s/ Xxxxxxx X. Xxxxxx
----------------------------
XXXXXXX X. XXXXXX
Date 1/30/2002
--------------------------------------
Received by the Company this 5th day of February, 2002.
By D. Xxx Xxxxxx
--------------------------------------
Title Sr. Vice President
------------------------------------
EXHIBIT B
DEFERRED COMPENSATION AGREEMENT
EXECUTIVE DISABILITY BENEFIT ELECTION
THIS ELECTION is made and entered into as of ___________, 2___, by Xxxxxxx
X. Xxxxxx (the "Executive") pursuant to the terms of the
Deferred Compensation
Agreement (the "Agreement"), which Agreement was made by and between TeamBank,
N.A. (the "Company") located in Paola,
Kansas, and the Executive, with an
Effective Date February 1, 2002.
The Executive, by initialing in ink either OPTION 1, OPTION 2, OR OPTION 3
below, hereby elects to receive the Disability Benefit described in Section
4.3.1, in the following manner:
OPTION 1 (LUMP-SUM PAYMENT AT AGE 65)
_____________ a. The Company shall pay the amount set forth Section 4.3.1
of the Agreement in a single lump sum. The Company shall pay this benefit to the
Executive on the last day of the month following the month of the Normal
Retirement Date for purposes of satisfying the benefit payment provided in
Section 4.3.2 of the Agreement.
OR
OPTION 2 (UP TO A 10-YEAR ANNUITY STARTING AT AGE 65)
________ b. The Company shall pay the benefit amount set forth in Section
4.3.1 of the Agreement to the Executive in ______ equal monthly installments
(not to exceed 120 monthly installments) commencing on the last day of the month
following the Normal Retirement Date for purposes of satisfying the benefit
payment provided in Section 4.3.2 of the Agreement. In determining the amount of
the equal monthly installments the Company shall credit interest at an annual
rate of 7.5%, compounded monthly, on the remaining balance of the benefit amount
set forth in Section 4.3.1 of the Agreement during the applicable installment
period.
OR
OPTION 3 (LUMP SUM PAYMENT UPON TERMINATION OF EMPLOYMENT DUE TO DISABILITY)
MLG c. The Company shall pay the amount set forth Section 4.3.1 of the
Agreement in a single lump sum. The Company shall pay this benefit to the
Executive within sixty (60) days of Termination of Employment as a result of
Disability for purposes of satisfying the benefit payment provided in Section
4.3.2 of the Agreement.
EXHIBIT B
DEFERRED COMPENSATION AGREEMENT
EXECUTIVE DISABILITY BENEFIT ELECTION - CONTINUED
The Executive and Company acknowledge and agree that each and every
election to select a benefit payment pursuant to OPTION 1, OPTION 2, or OPTION 3
made under this EXHIBIT B EXECUTIVE DISABILITY BENEFIT ELECTION, in order to be
valid and effective, must be made by December 31st of the year prior to the
calendar year preceding the Executive's Disability for benefits paid under
Section 4.3.2 of the Agreement.
The Executive and Company agree and acknowledge that any election to select
a benefit payment pursuant to OPTION 1 OPTION 2, or OPTION 3 made under this
EXHIBIT B EXECUTIVE DISABILITY BENEFIT ELECTION, not made within the time frame
set forth in the paragraph above, shall be null and void. When a null and void
election is made, the most recent election which is not null and void shall
determine the method in which the Executive's retirement benefit shall be paid
under Section 4.3.2 of the Agreement.
The Executive and the Company acknowledge and agree that the Company, in
the absence of a valid election by the Executive under this EXHIBIT B EXECUTIVE
DISABILITY BENEFIT ELECTION, the Company shall pay any benefit under Section
4.3.2 of this Agreement under OPTION 1 above.
The Executive and the Company understand that the Executive may change the
election set forth above, consistent with the restrictions set forth in this
EXHIBIT B EXECUTIVE DISABILITY BENEFIT ELECTION, by filing a new written
designation with the Company on a form following this EXHIBIT B EXECUTIVE
DISABILITY BENEFIT ELECTION.
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxx Date: 1/30/2002
------------------------------------------------ ---------------------
XXXXXXX X. XXXXXX
ACCEPTED BY THE COMPANY THIS 30 DAY OF January, 2002.
TEAMBANK, N.A.
BY: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------
Title: Chairman
-------------------------------
FIRST AMENDMENT
TO
DEFERRED COMPENSATION AGREEMENT
This amendment, effective May 1, 2002, is made by and between TeamBank,
N.A., with its principal place of business in Paola,
Kansas (hereinafter
referred to as the "Company"), and Xxxxxxx X. Xxxxxx (hereinafter referred to as
the "Executive").
WHEREAS, the Company and the Executive entered into a
Deferred Compensation
Agreement (the "Agreement") with an effective date of February 1, 2002, which
provided that the Company would provide certain benefits to the Executive upon
the Executive's retirement; and,
WHEREAS, due to recent legislative changes, the Company and the Executive
desire to amend the aforementioned Agreement, pursuant to Section 9.1 of the
Agreement, to reflect a change to Section 1.9 of the Agreement.
AGREEMENT TO AMEND
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Company and the Executive agree to amend the Agreement
to provide as follows:
I. SECTION 1.9 OF THE AGREEMENT SHALL BE AMENDED AND RESTATED AS
FOLLOWS:
"1.9 "DISABILITY" means if the Executive is covered by a Company
sponsored long-term disability insurance policy, then total disability as
defined in such policy without regard to any waiting period, or, if no such
long-term disability policy exists, then as determined by the Social
Security Administration, to be a disability rendering the Executive totally
and permanently disabled. The Executive must submit proof to the Company
for the carrier's or Social Security Administration's determination upon
the request of the Company."
IN WITNESS WHEREOF, the parties hereto execute this agreement at Paola,
Kansas, on this 17th day of APRIL, 2002
TEAMBANK, N.A.: EXECUTIVE:
By: /s/ D. Xxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------- ---------------------------
Its: Sr. Vice President
-------------------
