Exhibit 00-0
XXXXXXXXXX XXXXXXXXX XXXX
SALARY CONTINUATION AGREEMENT
This SALARY CONTINUATION AGREEMENT (this "Agreement") is entered into
as of this 1st day of January, 2008, by and between Southcoast Community Bank, a
South Carolina-chartered bank (the "Bank"), and L. Xxxxx Xxxxxxx, its Chairman,
Chief Executive Officer and President, (the "Executive").
WHEREAS, the Executive has contributed substantially to the Bank's
success and the Bank desires that the Executive continue in its employ,
WHEREAS, to encourage the Executive to remain an employee, the Bank is
willing to provide salary continuation benefits to the Executive payable from
the Bank's general assets,
WHEREAS, none of the conditions or events included in the definition of
the term "golden parachute payment" that is set forth in section 18(k)(4)(A)(ii)
of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in
Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR
359.1(f)(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated
insofar as the Bank is concerned, and
WHEREAS, the parties hereto intend that this Agreement shall be
considered an unfunded arrangement maintained primarily to provide supplemental
retirement benefits for the Executive, and to be considered a non-qualified
benefit plan for purposes of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Executive is fully advised of the Bank's
financial status.
NOW THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Executive and the Bank hereby agree as follows.
ARTICLE 1
DEFINITIONS
1.1 "Accrual Balance" means the liability that should be accrued by the
Bank under generally accepted accounting principles ("GAAP") for the Bank's
obligation to the Executive under this Agreement, applying Accounting Principles
Board Opinion No. 12, as amended by Statement of Financial Accounting Standards
No. 106, and the calculation method and discount rate specified hereinafter. The
Accrual Balance shall be calculated such that when it is credited with interest
each month the Accrual Balance at Normal Retirement Age equals the present value
of the as yet unpaid benefits set forth in Section 2.1 or 2.2, as applicable.
The discount rate shall be based on the yield on a 20-year corporate bond rated
Aa by Moody's, rounded to the nearest 1/4%. In its sole discretion the Plan
Administrator may adjust the discount rate to maintain the rate within
reasonable standards according to GAAP.
1.2 "Beneficiary" means each designated person, or the estate of the
deceased Executive, entitled to benefits, if any, upon the death of the
Executive, determined according to Article 4.
1.3 "Beneficiary Designation Form" means the form established from time
to time by the Plan Administrator that the Executive completes, signs, and
returns to the Plan Administrator to designate one or more Beneficiaries.
1.4 "Change in Control" shall mean a change in control as defined in
Internal Revenue Code section 409A and rules, regulations, and guidance of
general application thereunder issued by the Department of the Treasury, as
modified below:
(a) Change in ownership: a change in ownership of Southcoast Financial
Corporation, a South Carolina corporation of which the Bank is a wholly owned
subsidiary, occurs on the date any one person or group accumulates ownership of
Southcoast Financial Corporation stock constituting more than 50% of the total
fair market value or total voting power of Southcoast Financial Corporation's
stock,
(b) Change in effective control: (x) any one person, or more than one
person acting as a group, acquires within a 12-month period ownership of
Southcoast Financial Corporation stock possessing more than 50% of the total
voting power of Southcoast Financial Corporation stock, or (y) a majority of
Southcoast Financial Corporation's board of directors is replaced during any
12-month period by directors whose appointment or election is not endorsed in
advance by a majority of Southcoast Financial Corporation's board of directors,
or
(c) Change in ownership of a substantial portion of assets: a change in
ownership of a substantial portion of Southcoast Financial Corporation's assets
occurs if in a 12-month period any one person or more than one person acting as
a group acquires from Southcoast Financial Corporation assets having a total
gross fair market value equal to or exceeding 50% of the total gross fair market
value of all of Southcoast Financial Corporation's assets immediately before the
acquisition or acquisitions. For this purpose, gross fair market value means the
value of Southcoast Financial Corporation's assets, or the value of the assets
being disposed of, determined without regard to any liabilities associated with
the assets.
1.5 "Code" means the Internal Revenue Code of 1986, as amended, and
rules, regulations, and guidance of general application issued by the Department
of the Treasury under the Internal Revenue Code of 1986, as amended.
1.6 "Disability" means, because of a medically determinable physical or
mental impairment that can be expected to result in death or that can be
expected to last for a continuous period of at least 12 months, (x) the
Executive is unable to engage in any substantial gainful activity, or (y) the
Executive is receiving income replacement benefits for a period of at least
three months under an accident and health plan of the employer. Medical
determination of disability may be made either by the Social Security
Administration or by the provider of an accident or health plan covering
employees of the Bank. Upon request of the Plan Administrator, the Executive
2
must submit proof to the Plan Administrator of the Social Security
Administration's or provider's determination.
1.7 "Early Termination" means Separation from Service before Normal
Retirement Age for reasons other than death or Termination for Cause.
1.8 "Effective Date" means January 1, 2008.
1.9 "Intentional," for purposes of this Agreement, no act or failure to
act on the part of the Executive shall be deemed to have been intentional if it
was due primarily to an error in judgment or negligence. An act or failure to
act on the Executive's part shall be considered intentional if it is not in good
faith and if it is without a reasonable belief that the action or failure to act
is in the best interests of the Bank.
1.10 "Normal Retirement Age" means the Executive's 65th birthday.
1.11 "Plan Administrator" or "Administrator" means the plan
administrator described in Article 8.
1.12 "Plan Year" means a twelve-month period commencing on January 1
and ending on December 31 of each year. The initial Plan Year shall commence on
the effective date of this Agreement.
1.13 "Separation from Service" means the Executive's service as an
executive and independent contractor to the Bank and any member of a controlled
group, as defined in Code section 414, terminates for any reason other than
because of a leave of absence approved by the Bank or the Executive's death. For
purposes of this Agreement, if there is a dispute about the employment status of
the Executive or the date of the Executive's Separation from Service, the Bank
shall have the sole and absolute right to decide the dispute unless a Change in
Control shall have occurred.
1.14 "Termination for Cause" and "Cause" shall have the meaning
specified in any effective severance or employment agreement existing on the
date hereof or hereafter entered into between the Executive and the Bank or
between the Executive and Southcoast Financial Corporation. If the Executive is
not a party to a severance or employment agreement containing a definition of
termination for cause, Termination for Cause means the Bank terminates the
Executive's employment for any of the following reasons -
(a) the Executive's gross negligence or gross neglect of duties or
Intentional and material failure to perform stated duties after written notice
thereof, or
(b) disloyalty or dishonesty by the Executive in the performance of the
Executive's duties, or a breach of the Executive's fiduciary duties for personal
profit, in any case whether in the Executive's capacity as a director or
officer, or
3
(c) Intentional wrongful damage by the Executive to the business or
property of the Bank or its affiliates, including without limitation the
reputation of the Bank, which in the judgment of the Bank causes material harm
to the Bank or its affiliates, or
(d) a willful violation by the Executive of any applicable law or
significant policy of the Bank or an affiliate that, in the Bank's judgment,
results in an adverse effect on the Bank or the affiliate, regardless of whether
the violation leads to criminal prosecution or conviction. For purposes of this
Agreement, applicable laws include any statute, rule, regulatory order,
statement of policy, or final cease-and-desist order of any governmental agency
or body having regulatory authority over the Bank or Southcoast Financial
Corporation, or
(e) the occurrence of any event that results in the Executive's being
excluded from coverage, or having coverage limited for the Executive as compared
to other executives of the Bank, under the Bank's blanket bond or other fidelity
or liability insurance policy covering its directors, officers, or employees, or
(f) the Executive is removed from office or permanently prohibited from
participating in the Bank's affairs by an order issued under section 8(e)(4) or
section 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or
(g)(1), or
(g) conviction of the Executive for or plea of no contest to a felony
or conviction of or plea of no contest to a misdemeanor involving moral
turpitude, or the actual incarceration of the Executive for 45 consecutive days
or more.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. Unless Separation from Service occurs
before Normal Retirement Age, when the Executive attains Normal Retirement Age
the Bank shall pay to the Executive the benefit described in this section 2.1
instead of any other benefit under this Agreement. If the Executive's Separation
from Service thereafter is a Termination for Cause or if this Agreement
terminates under Article 5, no further benefits shall be paid.
2.1.1 Amount of benefit. The annual benefit under this section 2.1 is
$287,730.
2.1.2 Payment of benefit. Beginning with the month immediately after
the month in which the Executive attains Normal Retirement Age, the
Bank shall pay the annual benefit described in this section 2.1 to the
Executive in 12 equal monthly installments on the first day of each
month. The annual benefit shall be paid to the Executive for 15 years.
2.2 Early Termination Benefit. Upon Early Termination the Bank shall
pay to the Executive the benefit described in this section 2.2 instead of any
other benefit under this Agreement.
4
2.2.1 Amount of benefit. Unless Executive's Separation from Service
accompanies or is preceded by a Change in Control, the annual benefit
under this section 2.2 is: (a) if Separation from Service occurs
before the first anniversary of the Effective Date, $71, 932.50; or
(b) if Separation from Service occurs on or after the first
anniversary of the Effective Date but before the second anniversary of
the Effective Date, $143,865; or (c) if Separation from Service occurs
on or after the second anniversary of the Effective Date but before
the third anniversary of the Effective Date, $215,797.50; or (d) if
Separation from Service occurs on or after the third anniversary of
the Effective Date, $287,730. If the Executive's Separation from
Service is accompanied or preceded by a Change in Control, the annual
benefit under this section 2.2 is $287,730.
2.2.2 Payment of benefit. Beginning with the later of (x) the seventh
month after the Executive's Separation from Service, or (y) the month
immediately after the month in which the Executive attains Normal
Retirement Age, the Bank shall pay the annual benefit described in
this section 2.2 to the Executive in 12 equal monthly installments on
the first day of each month. The annual benefit shall be paid to the
Executive for 15 years.
2.3 Annual Benefit Statement. Within 60 days after the end of each Plan
Year the Plan Administrator shall provide or cause to be provided to the
Executive and the Bank an annual benefit statement showing benefits payable or
potentially payable to the Executive under this Agreement. Each annual benefit
statement shall supersede the previous year's annual benefit statement. If there
is a contradiction between this Agreement and the annual benefit statement
concerning the amount of a particular benefit payable or potentially payable to
the Executive under section 2.2 hereof, then the amount of the benefit
determined under the Agreement shall control.
2.4 Savings Clause Relating to Compliance with Code Section 409A.
Despite any contrary provision of this Agreement, if when the Executive's
employment terminates the Executive is a specified employee, as defined in Code
section 409A, and if any payments under Article 2 of this Agreement will result
in additional tax or interest to the Executive because of section 409A, the
Executive shall not be entitled to the payments under Article 2 until the
earliest of (x) the date that is at least six months after termination of the
Executive's employment for reasons other than the Executive's death, (y) the
date of the Executive's death, or (z) any earlier date that does not result in
additional tax or interest to the Executive under section 409A. If any provision
of this Agreement would subject the Executive to additional tax or interest
under section 409A, the Bank shall reform the provision, maintaining to the
maximum extent practicable the original intent of the applicable provision
without subjecting the Executive to additional tax or interest, but the Bank
shall not be required make any change that will require it to incur any
additional expense as a result of the reformed provision.
2.5 One Benefit Only. Despite anything in this Agreement to the
contrary, the Executive and Beneficiary are entitled to one benefit only under
this Agreement, which shall be determined by the first event to occur that is
5
dealt with by this Agreement. Except as provided in Article 3, subsequent
occurrence of events dealt with by this Agreement shall not entitle the
Executive or Beneficiary to other or additional benefits under this Agreement.
ARTICLE 3
DEATH BENEFITS
3.1 Death Before Separation from Service. Except as provided in section
5.2, if the Executive dies before Separation from Service, at the Executive's
death the Executive's Beneficiary shall be entitled to an amount in cash equal
to the Accrual Balance existing at the Executive's death. If a benefit is
payable to the Executive's Beneficiary, the benefit shall be paid in a single
lump sum 90 days after the Executive's death. However, no benefits under this
Agreement shall be paid or payable to the Executive or the Executive's
Beneficiary if this Agreement is terminated under Article 5.
3.2 Death after Separation from Service. If the Executive dies after
Separation from Service and if Separation from Service was not a Termination for
Cause, at the Executive's death the Executive's Beneficiary shall be entitled to
an amount in cash equal to the Accrual Balance existing at the Executive's
death. If a benefit is payable to the Executive's Beneficiary, the benefit shall
be paid in a single lump sum 90 days after the Executive's death. However, no
benefits under this Agreement shall be paid or payable to the Executive or the
Executive's Beneficiary if this Agreement is terminated under Article 5.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall have the right to
designate at any time a Beneficiary to receive any benefits payable under this
Agreement upon the death of the Executive. The Beneficiary designated under this
Agreement may be the same as or different from the beneficiary designation under
any other benefit plan of the Bank in which the Executive participates.
4.2 Beneficiary Designation; Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form and
delivering it to the Plan Administrator or its designated agent. 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. The Executive shall have the right to
change a Beneficiary by completing, signing, and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator's rules and
procedures, as in effect from time to time. Upon the acceptance by the Plan
Administrator of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be cancelled. The Plan Administrator shall
be entitled to rely on the last Beneficiary Designation Form filed by the
Executive and accepted by the Plan Administrator before the Executive's death.
4.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received, accepted, and acknowledged in
writing by the Plan Administrator or its designated agent.
6
4.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease the
Executive, then the Executive's spouse shall be the designated Beneficiary. If
the Executive has no surviving spouse, the benefits shall be made to the
personal representative of the Executive's estate.
4.5 Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Bank may pay the benefit to the
guardian, legal representative, or person having the care or custody of the
minor, incapacitated person, or incapable person. The Bank may require proof of
incapacity, minority, or guardianship as it may deem appropriate before
distribution of the benefit. Such distribution of the benefit shall completely
discharge the Bank from all liability for the benefit.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Termination for Cause. Despite any contrary provision of this
Agreement, the Bank shall not pay any benefit under this Agreement and this
Agreement shall terminate if Separation from Service is the result of
Termination for Cause.
5.2 Suicide or Misstatement. The Bank shall not pay any benefit under
this Agreement if the Executive commits suicide within two years after the date
of this Agreement or if the Executive makes any material misstatement of fact on
any application or resume provided to the Bank or Southcoast Financial
Corporation or on any application for benefits provided by the Bank.
5.3 Removal. If the Executive is removed from office or permanently
prohibited from participating in the Bank's affairs by an order issued under
section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall
terminate as of the effective date of the order.
5.4 Default. Despite any contrary provision of this Agreement, if the
Bank is in "default" or "in danger of default," as those terms are defined in
section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all
obligations under this Agreement shall terminate.
5.5 FDIC Open-Bank Assistance. All obligations under this Agreement
shall terminate, except to the extent determined that continuation of the
contract is necessary for the continued operation of the Bank, when the Federal
Deposit Insurance Corporation enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in Federal Deposit
Insurance Act section 13(c). 12 U.S.C. 1823(c). Rights of the parties that have
already vested shall not be affected by such action, however.
7
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. A person or beneficiary ("claimant") who has not
received benefits under this Agreement that he or she believes should be paid
shall make a claim for such benefits as follows -
6.1.1 Initiation - written claim. The claimant initiates a claim by
submitting to the Administrator a written claim for the benefits. If
the claim relates to the contents of a notice received by the claimant,
the claim must be made within 60 days after the notice was received by
the claimant. All other claims must be made within 180 days after the
date of the event that caused the claim to arise. The claim must state
with particularity the determination desired by the claimant.
6.1.2 Timing of Bank response. The Bank shall respond to the claimant
within 90 days after receiving the claim. If the Bank determines that
special circumstances require additional time for processing the claim,
the Bank may extend the response period by an additional 90 days by
notifying the claimant in writing before the end of the initial 90-day
period that an additional period is required. The notice of extension
must state the special circumstances and the date by which the Bank
expects to render its decision.
6.1.3 Notice of decision. If the Bank denies part or all of the claim,
the Bank shall notify the claimant in writing of the denial. The Bank
shall write the notification in a manner calculated to be understood by
the claimant. The notification shall set forth -
6.1.3.1 the specific reasons for the denial,
6.1.3.2 a reference to the specific provisions of the
Agreement on which the denial is based,
6.1.3.3 a description of any additional information or
material necessary for the claimant to perfect the
claim and an explanation of why it is needed,
6.1.3.4 an explanation of the Agreement's review procedures
and the time limits applicable to such procedures,
and
6.1.3.5 a statement of the claimant's right to bring a civil
action under ERISA section 502(a) following an
adverse benefit determination on review.
6.2 Review Procedure. If the Bank denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Bank of
the denial, as follows -
8
6.2.1 Initiation - written request. To initiate the review, the
claimant, within 60 days after receiving the Bank's notice of denial,
must file with the Bank a written request for review.
6.2.2 Additional submissions - information access. The claimant shall
then have the opportunity to submit written comments, documents,
records, and other information relating to the claim. The Bank shall
also provide the claimant, upon request and free of charge, reasonable
access to and copies of all documents, records, and other information
relevant (as defined in applicable ERISA regulations) to the claimant's
claim for benefits.
6.2.3 Considerations on review. In considering the review, the Bank
shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether the
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Bank response. The Bank shall respond in writing to the
claimant within 60 days after receiving the request for review. If the
Bank determines that special circumstances require additional time for
processing the claim, the Bank may extend the response period by an
additional 60 days by notifying the claimant in writing before the end
of the initial 60-day period that an additional period is required. The
notice of extension must state the special circumstances and the date
by which the Bank expects to render its decision.
6.2.5 Notice of decision. The Bank shall notify the claimant in writing
of its decision on review. The Bank shall write the notification in a
manner calculated to be understood by the claimant. The notification
shall set forth -
6.2.5.1 the specific reason for the denial,
6.2.5.2 a reference to the specific provisions of the
Agreement on which the denial is based,
6.2.5.3 a statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to
and copies of all documents, records, and other
information relevant (as defined in applicable ERISA
regulations) to the claimant's claim for benefits,
and
6.2.5.4 a statement of the claimant's right to bring a civil
action under ERISA section 502(a).
9
ARTICLE 7
MISCELLANEOUS
7.1 Amendments and Termination. Subject to section 7.13 of this
Agreement, this Agreement may be amended solely by a written agreement signed by
the Bank and by the Executive, and except for termination occurring under
Article 5 this Agreement may be terminated solely by a written agreement signed
by the Bank and by the Executive.
7.2 Binding Effect. This Agreement shall bind the Executive, the Bank,
and their beneficiaries, survivors, executors, successors, administrators, and
transferees.
7.3 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Bank nor does it interfere with the Bank's right to discharge
the Executive. It also does not require the Executive to remain an employee or
interfere with the Executive's right to terminate employment at any time.
7.4 Non-Transferability. Benefits under this Agreement may not be sold,
transferred, assigned, pledged, attached, or encumbered.
7.5 Successors; Binding Agreement. By an assumption agreement in form
and substance satisfactory to the Executive, the Bank shall require any
successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business or assets of the Bank to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Bank would be required to perform this Agreement had no
succession occurred.
7.6 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
7.7 Applicable Law. This Agreement and all rights hereunder shall be
governed by the laws of the State of South Carolina, except to the extent
preempted by the laws of the United States of America.
7.8 Unfunded Arrangement. The Executive and Beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. Rights to benefits are not subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors.
7.9 Entire Agreement. This Agreement constitutes the entire agreement
between the Bank and the Executive concerning the subject matter. No rights are
granted to the Executive under this Agreement other than those specifically set
forth.
7.10 Severability. If any provision of this Agreement is held invalid,
such invalidity shall not affect any other provision of this Agreement not held
invalid, and each such other provision shall continue in full force and effect
to the full extent consistent with law. If any provision of this Agreement is
held invalid in part, such invalidity shall not affect the remainder of the
10
provision not held invalid, and the remainder of such provision together with
all other provisions of this Agreement shall continue in full force and effect
to the full extent consistent with law.
7.11 Headings. Caption headings and subheadings herein are included
solely for convenience of reference and shall not affect the meaning or
interpretation of any provision of this Agreement.
7.12 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice. If to the Bank, notice
shall be given to the board of directors, Southcoast Community Bank, 000 Xxxxxxx
Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000, or to such other or
additional person or persons as the Bank shall have designated to the Executive
in writing. If to the Executive, notice shall be given to the Executive at the
Executive's address appearing on the Bank's records, or to such other or
additional person or persons as the Executive shall have designated to the Bank
in writing.
7.13 Termination or Modification of Agreement Because of Changes in
Law, Rules or Regulations. The Bank is entering into this Agreement on the
assumption that certain existing tax laws, rules, and regulations will continue
in effect in their current form. If that assumption materially changes and the
change has a material detrimental effect on this Agreement, then the Bank
reserves the right to terminate or modify this Agreement accordingly, subject to
the written consent of the Executive, which shall not be unreasonably withheld.
This section 7.13 shall become null and void effective immediately upon a Change
in Control.
ARTICLE 8
ADMINISTRATION OF AGREEMENT
8.1 Plan Administrator Duties. This Agreement shall be administered by
a Plan Administrator consisting of the Bank's board of directors or such
committee or person(s) as the board shall appoint. The Executive may not be a
member of the Plan Administrator. The Plan Administrator shall also have the
discretion and authority to (x) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Agreement and
(y) decide or resolve any and all questions, including interpretations of this
Agreement, as may arise in connection with the Agreement.
8.2 Agents. In the administration of this Agreement, the Plan
Administrator may employ agents and delegate to them such administrative duties
as it sees fit (including acting through a duly appointed representative) and
may from time to time consult with counsel, who may be counsel to the Bank.
11
8.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection with
the administration, interpretation, and application of the Agreement and the
rules and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Agreement. Neither the
Executive nor any Beneficiary shall be deemed to have any right, vested or
nonvested, regarding the continued use of any previously adopted assumptions,
including but not limited to the discount rate and calculation method described
in section 1.1.
8.4 Indemnification of Plan Administrator. The Bank shall indemnify and
hold harmless the members of the Plan Administrator against any and all claims,
losses, damages, expenses, or liabilities arising from any action or failure to
act with respect to this Agreement, except in the case of willful misconduct by
the Plan Administrator or any of its members.
8.5 Bank Information. To enable the Plan Administrator to perform its
functions, the Bank shall supply full and timely information to the Plan
Administrator on all matters relating to the date and circumstances of the
retirement, Disability, death, or Separation from Service of the Executive and
such other pertinent information as the Plan Administrator may reasonably
require.
IN WITNESS WHEREOF, the Executive and a duly authorized officer of the
Bank have executed this Salary Continuation Agreement as of the date first
written above.
EXECUTIVE: BANK:
Southcoast Community Bank
-------------------------------
L. Xxxxx Xxxxxxx By:
By:--------------------------------
Its:-------------------------------
And By:----------------------------
Its:-------------------------------
12
BENEFICIARY DESIGNATION
I, L. Xxxxx Xxxxxxx, designate the following as beneficiary of any
death benefits under this Salary Continuation Agreement -
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 Bank. 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: ------------------------------
L. Xxxxx Xxxxxxx
Date: , 2008
-------------------------------
Accepted by the Bank this ____ day of ______________ , 2008
By: ______________________________
Print Name: ______________________________
Title: ______________________________
