EXHIBIT 10(s)
EXECUTIVE SALARY CONTINUATION AGREEMENT
THE AGREEMENT, made and entered into this 3rd day of December, 2001 by
and between Rurban Financial Corp., (hereinafter called "the Company"), and
Xxxxxxx X. Xxxxx (hereinafter called the "Executive").
WITNESSETH:
WHEREAS, the Executive has been and continues to be a valued Executive of the
Company, and is now serving the Company as its Chairman and CEO of Rurbanc Data
Services, Inc.; and,
WHEREAS, it is the consensus of the Board of Directors that the Executive's
services to the Company in the past have been of exceptional merit and have
constituted an invaluable contribution to the general welfare of the Company and
in bringing it to its present status of operating efficiency, and its present
position in its field of activity; and,
WHEREAS, the experience of the Executive, his knowledge of the affairs of the
Company, his reputation and contacts in the industry are so valuable that
assurance of his continued services is essential for the future growth and
profits of the Company and it is in the best interest of the Company to arrange
terms of continued employment for the Executive so as to reasonably assure his
remaining in the Company's employment during his lifetime or until the age of
retirement; and,
WHEREAS, it is the desire of the Company that his services be retained as herein
provided; and,
WHEREAS, the Executive is willing to continue in the employ of the Company
provided the Company agrees to pay to him or his beneficiaries certain benefits
in accordance with the terms and conditions hereinafter set forth:
ACCORDINGLY, it is the desire of the Company and the Executive to enter into
this agreement under which the Company will agree to make certain payments to
the Executive at retirement or his beneficiary in the event of his premature
death while employed by the Company; and,
FURTHERMORE, it is the intent of the parties hereto that this agreement be
considered an unfunded arrangement maintained primarily to provide supplemental
benefits for the Executive, as a member of a select group of management or
highly compensated employees of the Company for the purposes of the Employee
Retirement Income Security Act of 1974, (E.R.I.S.A.):
NOW, THEREFORE, inconsideration of services performed in the past and to be
performed in the future as well as of the mutual promises and covenants herein
contained it is agreed as follows:
EMPLOYMENT
1. The Company agrees to employ the Executive in such capacity as
the Company may from time to time determine. The Executive
will continue in the employ of
the Company in such capacity and with such duties and
responsibilities as may be assigned to him, and with such
compensation as may be determined from time to time by the
Board of Directors of the Company. Active employment shall
include temporary disability not to exceed six months and
other "leave of absences" specifically granted by the Board
of Directors.
FRINGE BENEFITS
2. The salary continuation benefits provided by this agreement
are granted by the Company as a fringe benefit to the
Executive and are not part of any salary reduction plan or an
arrangement deferring a bonus or a salary increase. The
Executive has no option to take any current payment or bonus
in lieu of these salary continuation benefits except as set
forth hereinafter.
RETIREMENT DATE
3. If Executive remains in the continuous employ of the Company,
he shall retire from active employment with the Company on the
first December 31st after his sixty-fifth (65th) birthday,
unless by action of the Board of Directors his period of
active employment shall be shortened or extended.
RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFIT
4. Upon said retirement, the Company, commencing with the first
day of the month following the date of such retirement, shall
pay Executive an annual benefit equal to 15% of Executive's
highest annual salary during the three years immediately prior
to his retirement in equal monthly installments (of 1/12 of
the annual benefit) for a period of one hundred eighty (180)
months, provided that if less than one hundred eighty (180)
such monthly payments have been made prior to the death of the
Executive, the Company shall continue such monthly payments to
whomever the Executive shall designate in writing and filed
with the Company, until the full number of one hundred eighty
(180) monthly payments have been made. In the absence of any
effective designation of beneficiary, any such amounts
becoming due and payable upon the death of the Executive shall
be payable to the duly qualified executor or administrator of
his estate.
DEATH BENEFIT PRIOR TO RETIREMENT
5. In the event the Executive should die while actively employed
by the Company at any time after the date of this Agreement
but prior to his attaining the age of sixty-five (65) years
(or such later date as may be agreed upon), the Company will
pay an annual benefit equal to 15% of Executive's highest
annual salary during the three years immediately prior to his
death in equal monthly installments (each
equal to 1/12 of the annual benefit) for a period of one
hundred eighty (180) months to such individual or individuals
as the Executive may have designated in writing and filed with
the Company. The said monthly payments shall begin the first
day of the first month following the month of the decease of
the Executive. In the absence of any effective designation of
beneficiary, any such amounts becoming due and payable upon
the death of the executive shall be payable to the duly
qualified executor or administrator of his estate.
BENEFIT ACCOUNTING
6. The Company shall account for this benefit using the
regulatory accounting principles of the Company's primary
federal regulator. The Company shall establish an accrued
liability retirement account for the Executive into which
appropriate reserves shall be accrued.
VESTING
7. Executive benefits are payable in accordance with the
following vesting schedule:
5% of base salary at age 55 to 60
10% of base salary at age 60 to 65
15% of base salary at age 65 and over
In the event of employee termination prior to attaining age
65, the payment will be based on the base salary paid on
employee's date of termination.
OTHER TERMINATION OF EMPLOYMENT
8. In the event that the employment of the Executive shall
terminate prior to retirement from active employment, as
provided in Paragraph 3, by his voluntary action, then this
Agreement shall terminate upon the date of such termination of
employment and the Company shall pay to the Executive as
severance compensation an amount of money as of attained age
under vesting schedule Paragraph 7 and subject to payment
schedule in Paragraph 4. An employee discharged by the Company
for cause will have no compensation payable under this
agreement.
In the event the Executive's death should occur after such
severance but prior to the completion of the monthly payments
provided for in this Paragraph 8, the remaining installments
shall be paid to such individual or individuals as the
executive may have designated in writing, and filed with the
Company. In the absence of any effective designation of
beneficiary, any such amounts shall be payable to the duly
qualified executor or administrator of his estate.
PARTICIPATION IN OTHER PLANS
9. The benefits provided hereunder shall be in addition to
Executive's annual salary as determined by the Board of
Directors, and shall not affect the right of Executive to
participate in any current or future Company retirement plan,
group insurance, bonus, or in any supplemental compensation
arrangement which constitutes a part of the Company's regular
compensation structure.
NON-COMPETE
10. The payment of benefits under this Agreement shall be
contingent upon the Executive not engaging in any activity
that directly or indirectly competes with the Company's
interests, within 25 miles of the principal office of the
Company existing at the time of Executive's retirement or
termination.
11. In the event there is a change in control of the ownership of
the Company, Executive shall become 100% vested for the
purposes of Paragraph 7 hereinabove, as if the Executive had
attained age 65.
12 If after the retirement of Executive, the capital of the
Company should fall below the minimum required by the
Company's regulatory authority and/or the Company fails to
make a profit in any two (2) successive years, Executive may,
at his option, demand that the Company pay him the balance of
the benefits due him in a lump sum. The balance due Executive
shall be an amount of money equal to his accrued liability
benefit account balance and shall be paid to him by the
Company within thirty (30) days of his demand.
13. It is agreed that neither Executive, nor his/her spouse, nor
any other designee, shall have any right to commute, sell,
assign, transfer, or otherwise convey the right to receive any
payments hereunder, which payments and the right thereto are
expressly declared to be non-assignable and non-transferable.
RESTRICTIONS ON FUNDING
14. The Company shall have no obligation to set aside, earmark, or
entrust any fund or money with which to pay its obligation
under this Agreement. The Company reserves the absolute right
at its sole discretion to either fund the obligations
undertaken by this Agreement or to refrain from funding the
same and determine the extent, nature, and method of such
funding.
GENERAL ASSETS OF THE COMPANY
15. The rights of the Executive under this Agreement and of any
beneficiary of the Executive shall be solely those of an
unsecured creditor of the Company. If the Company shall
acquire an insurance policy or any other asset in connection
with the liabilities assumed by it hereunder, it is expressly
understood and agreed that
neither Executive nor any beneficiary of Executive shall have
any right with respect to, or claim against, such policy or
other asset. Such policy as asset shall not be deemed to be
held under any trust for the benefits of Executive or his
beneficiaries or to be held in any way as collateral security
for the fulfilling of the obligations of the company under
this Agreement. It shall be, and remain, a general, unpledged,
unrestricted asset of the Company and Executive or any of his
beneficiaries shall not have a greater claim to the insurance
policy or other assets, or any interest in either of them,
than any other general creditor of the Company.
REORGANIZATION
16. The Company agrees that if the Company merges or consolidates
with any other company or organization, or permits its
business activities to be taken over by any other
organization, or ceases its business activities or terminates
its existence, the Executive will be considered to be vested
in one hundred percent (100%) of the retirement benefit to be
paid to the Executive pursuant to Paragraph 4 above.
amendment.
17. This Agreement may be amended in whole or in part from time to
time by the Employer, but only in writing. Amendments are not
to effect Executive benefits for those who are in pay-out or
eligible for payments under the vesting schedule.
NOT A CONTRACT OF EMPLOYMENT
18. This Agreement shall not be deemed to constitute a contract of
employment between the parties hereto, nor shall any provision
hereof restrict the right of the Company to discharge the
Executive, or restrict the right of the Executive to terminate
his employment.
HEADINGS
19. Headings and subheadings of this Agreement are inserted for
reference and convenience only and shall not be deemed a part
of this agreement.
APPLICABLE LAW
20. The validity and interpretation of this Agreement shall be
governed by the laws of the State of Ohio.
EFFECTIVE DATE
21. The effective date of this agreement shall be February 25,
1998.
CLAIMS PROCEDURE
22. In the event that benefits under this Agreement are not paid
to the Executive (or his beneficiary in the case of the
Executive's death), and such person feels entitled to receive
them, a claim shall be made in writing to the Plan
Administrator within
sixty (60) days from the date payments are not made. Such
claim shall be reviewed by the Plan Administrator and the
Company's Board of Directors. If the claim is denied, in full
or in part, the Plan Administrator shall provide a written
notice within ninety (90) days setting forth the specific
reasons for denial, specific reference to the provisions of
this Agreement upon which the denial is based.
NAMED FIDUCIARY AND PLAN ADMINISTRATOR
23. For purposes of implementing this claims procedure (but not
for any other purpose), the Human Resource Director of Rurban
Financial Corp., is hereby designated as the Named Fiduciary
and Plan Administrator of Plan Agreement. As Named Fiduciary
and Plan Administrator, said Human Resource Director shall be
responsible for the management, control, and administration of
the agreement as established herein. The Company may delegate
certain aspects of the management or operation
responsibilities of the Plan including the employment of
advisors and the delegation of ministerial duties to qualified
individuals.
This document supersedes and replaces in its entirety the Executive Salary
Continuation Agreement between Xxxxxxx X. Xxxxx and Rurban Mortgage Company
dated December 3, 2001.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed in its
corporate name by its duly authorized officer, and attested by its Secretary,
and Executive hereunto set his hand and seal, all on the day and year first
above written.
ATTEST: RURBAN FINANCIAL CORP.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Secretary -----------------------------------
/s/ Xxxxxxx X. Xxxxx
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Executive
SCHEDULE A TO EXHIBIT 10(s)
The following executive officers of Rurban Financial Corp. (the
"Corporation") entered into Executive Salary Continuation Agreements with the
Corporation which are identical to the Executive Salary Continuation Agreement,
dated December 3, 2001, between Xxxxxxx X. Xxxxx and the Corporation filed as
Exhibit 10(s) to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002:
POSITION WITH DATE OF EXECUTIVE SALARY
NAME OF EXECUTIVE OFFICER THE CORPORATION CONTINUATION AGREEMENT
Xxxxxx X. Xxxxxxxx Senior Executive Vice President December 21, 2000
Xxxxxxx X. Xxxxxxxx Executive Vice President February 25, 1998
