EXHIBIT 10.3
GALLUP FEDERAL SAVINGS BANK
DIRECTORS DEFERRED COMPENSATION AGREEMENT
THIS DIRECTOR DEFERRED COMPENSATION AGREEMENT (the "Agreement") made
this 22nd day of March, 2000, by and between Gallup Federal Savings Bank (the
"Company"), a corporation organized under the laws of the United States of
America and __________________________ (the "Director").
WITNESSETH THAT:
In consideration of the agreements contained herein, the parties hereto
agree as follows:
1. The Company agrees to permit the Director to serve as a member of
its Board of Directors, and the Director agrees to serve the Company in such
capacity as the Company may designate from time to time, until terminated by
either party at any time or for any reason.
2. During the term of his/her service as director, the Director shall
devote his/her time, attention, skill, and efforts to the performance of his/her
duties for the Company.
3. The Company shall pay the Director during the term of his/her
service as a director hereunder, any fees payable to the Director for service as
a director (as the Company may from time to time determine) together with
deferred compensation (payable as provided in paragraph 5 below), unless such
amounts are forfeited pursuant to paragraph 7 below.
4. (a) The Company shall credit to a book reserve (the "Deferred
Compensation Account") established for this purpose, an amount
("Deferred Compensation") as specified on a form ("Deferral
Election Form") provided to the Director by the Company for such
purposes. For calendar years beginning on or after January 1, 2001,
such Deferral Election Form must be completed by the Director and
returned to the Company prior to the first day of any calendar year
to which such Deferral Election Form relates in order to be
effective. For calendar year 2000, such Deferral Election Form must
be completed by the Director and returned to the Company as of
March 22,
Page 1
2000, the date of Board adoption of such program in order to be
effective for compensation earned and payable after such date.
(b) Any such amounts credited on the books of the Company to the
Deferred Compensation Account will be credited with investment
earnings and losses as if such amounts had been invested in a
certificate of deposit with a five-year maturity date on deposit at
Gallup Federal Savings Bank within 30 days of such credit to the
Deferred Compensation Account (the "Investment Option"). The
Company may, if it chooses, actually invest assets equal to amounts
in the Deferred Compensation Account but shall not be obligated to
do so, or to make any other investment of its assets in connection
with its obligation to pay Deferred Compensation hereunder.
(c) The Director agrees on behalf of himself/herself and the
designated beneficiary to assume all risk in connection with any
fluctuation in value of any Deferred Compensation amounts.
(d) Title to and beneficial ownership of any assets of the Company,
whether cash or investments which the Company may earmark to pay
the Deferred Compensation hereunder, shall at all times remain the
property of the Company; and the Director and his/her designated
beneficiary shall not have any property interest whatsoever in any
specific assets of the Company.
(e) The Company shall notify the Directors not less than once per
calendar year as to the status of the Deferred Compensation
Account, including the number of shares of Common Stock previously
credited to such account and any cash or account earnings awaiting
investment in Common Stock.
(f) If on the date of death of a Participant no designated
beneficiary has been designated in writing on a form previously
received by the Company, the designated beneficiary of such
Participant shall be the estate of the Participant.
Page 2
5. The amounts to be paid as Deferred Compensation, unless they are
forfeited pursuant to paragraph 7 below, are as follows:
(a) If the Director's service as a director hereunder is terminated
on or after he/she attains the age of 70, the Company shall pay to
the Director (in either five annual installments, not to exceed the
Director's life expectancy or in one lump sum as such payment
schedule is specified in the Director's Deferral Election Form) an
amount equal to the value of the Director's Deferred Compensation
Account as of such date. The Deferred Compensation amount payable
to the Director shall be appropriately increased or decreased to
reflect the appreciation or depreciation in value of the Investment
Option and the net income or loss of the Deferred Compensation
Account. If the Director should die on or after the date set forth
above, any unpaid balance will be paid to the Director's designated
beneficiary in the same manner as set forth in this paragraph 5(a).
(b) If the Director's service as a director hereunder is terminated
for any reason other than death and disability but before the date
set forth in paragraph 5(a) above, then the value of the Deferred
Compensation Account: (i) shall be paid to the Director in the same
manner as set forth in paragraph 5(a) above, and (ii) shall
continue to be invested or held in cash as the Company in its
discretion may determine and no payments shall be made until the
date set forth in paragraph 5(a) above. Notwithstanding the
foregoing, if prior to the date set forth in paragraph 5(a) above,
the Director should die, or the Director should become disabled,
then payments shall be made in the same manner and to the same
extent as set forth in paragraph 5(c) below.
(c) If the Director's service as a director is terminated because
of disability or death before reaching the date set forth in
paragraph 5(a) above, while the Director is performing services for
the Company, then the Company shall make payments to the Director
in the event of the Director's disability, or to the Director's
designated beneficiary in the event of the Director's
Page 3
death to the same extent as set forth in paragraph 5(a) above.
(d) If the Director is receiving payments from the Company and
subsequently dies before the total payments are made by the
Company, then the remaining value of the Deferred Compensation
Account shall be determined as of the date of the death of the
Director and shall be paid as promptly as possible in one lump sum
to the Director's designated beneficiary.
(e) The Director's designated beneficiary referred to in this
paragraph 5 may be designated or changed by the Director, without
the consent of any prior designated beneficiary, on a form provided
to the Director by the Company and delivered to the Company before
the Director's death. If no such beneficiary shall have been
designated or if no designated beneficiary shall survive the
Director, the payments payable under paragraph 5(d) above, shall be
payable to the Director's estate.
(f) The Director shall be deemed to have become disabled for
purposes of paragraph 5(c) above, if the Company shall find on the
basis of medical evidence satisfactory to the Company that the
Director is totally disabled, mentally or physically, so as to be
prevented from engaging in further service as a director of the
Company and that such disability will be permanent and continuous
during the remainder of the Director's life.
(g) The payment(s) to be made to the Director under paragraphs 5(a)
and 5(c) above, shall commence on the first day of the month
following the date of the Director's termination of service as a
director, and the payment(s) to be made to the Director under
paragraph 5(b) above, shall commence on the first day of the month
next following the date set forth in paragraph 5(a) above. The
payment(s) to be made to the Director's designated beneficiary
under the provisions of this paragraph 5 shall commence on a date
to be selected by the Company but within six months from the date
of death of the Director.
Page 4
(h) Notwithstanding anything herein contained to the contrary, the
Company shall have the right in its sole discretion to vary the
manner and time of making the distribution(s) provided in this
paragraph 5 and may make such distributions in lump sums or over a
shorter or longer period of time as it may find appropriate.
6. (a) Nothing contained in this Agreement and no action taken
pursuant to the provisions of this Agreement shall create or be
construed to create a trust of any kind, or a fiduciary
relationship between the Company and the Director, the Director's
designated beneficiary or any other person. Any funds which may be
invested under the provisions of this Agreement shall continue for
all purposes to be a part of the general funds of the Company. No
person other than the Company shall, by virtue of the provisions of
this Agreement, have any interest in such funds. The Company shall
not be under any obligation to use such funds solely to provide
amounts hereunder, and no representations have been made to the
Director that such funds can or will be used only to provide
amounts hereunder. To the extent that any person acquires a right
to receive payments from the Company under this Agreement, such
rights shall be no greater than the right of any unsecured general
creditor of the Company.
(b) In order to facilitate the accumulation of funds necessary to
meet the costs of the Company under this Agreement to make payments
to a Director or his or her beneficiary as and when the same are
due under the Plan, the Company may enter into a Trust Agreement.
The Board of Directors of the Company shall have the power to
appoint and remove the Trustee under such Trust Agreement in its
sole discretion. The Company, in its discretion, may elect to place
assets of the Company into the Trust as may from time to time be
approved by the Board of Directors of the Company in its sole
discretion. To the extent that the assets of said Trust are not
sufficient to pay benefits accrued under this Plan, such payments
shall be made from the general assets of the Company.
Page 5
7. Notwithstanding anything contained herein to the contrary, no
payment of any unpaid installments of Deferred Compensation shall be made, and
all rights under this Agreement of the Director, the Director's designated
beneficiary, executors, or administrators, or any other person, to receive
payments thereof shall be forfeited if the Director shall engage, as determined
by the Company, in any activity or conduct inimical to the best interests of the
Company.
8. The right of the Director or any other person to the payment of
Deferred Compensation or other amounts under this Agreement shall not be
assigned, transferred, pledged, or encumbered except by will or by the laws of
descent and distribution.
9. If the Company shall find that any person to whom any amount is
payable under this Agreement is unable to care for his or her personal affairs
because of illness or accident, or is a minor, any payment due (unless a prior
claim therefor shall have been made by a duly appointed guardian, committee, or
other legal representative) may be paid to the spouse, a child, a parent, or a
brother or sister, or to any person deemed by the Company to have incurred
expense for such person otherwise entitled to payment, in such manner and
proportions as the Company may determine. Any such payments shall be a complete
discharge of the liabilities of the Company under this Agreement.
10. Nothing contained herein shall be construed as conferring upon the
Director the right to continue in his/her service as a director of the Company
or in any other capacity.
11. Any Deferred Compensation payable under this Agreement shall not be
deemed as salary or other compensation to the Director for the purpose of
computing benefits to which the Director may be entitled under any retirement
plan or other arrangement of the Company for the benefit of its employees or
directors.
12. The Company shall have full power and authority to interpret,
construe, and administer this Agreement and the Company's interpretations and
construction thereof, and actions thereunder, including any valuation of the
Deferred Compensation Account, or the amount or recipient of the payment to be
made under this Agreement, shall be binding and conclusive on all persons for
Page 6
all purposes. The directors of the Company shall not be liable to any person for
any action taken or omitted in connection with the interpretation and
administration of this Agreement unless attributable to his/her own willful
misconduct or lack of good faith.
13. The Company may appoint an administrative committee ("Committee")
to provide administrative services or perform duties required by this Agreement.
The Committee shall have only the authority granted to it by the Company.
14. This Agreement shall be binding upon and inure to the benefit of
the Company, its successors, and assigns and the Director and the Director's
heirs, executors, administrators, and legal representatives.
15. This Agreement shall be construed in accordance with and governed
by the laws of the State of New Mexico.
16. No right or benefit under the Agreement shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate alienate, sell, assign, pledge, encumber, or charge
the same shall be void. No right or benefit under this Agreement shall be liable
for or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefits. If the Director or the Director's designated
beneficiary should become bankrupt, or attempt to anticipate, sell, assign,
pledge, encumber, or charge any right or benefit hereunder, then such right or
benefit shall, in the discretion of the Committee, cease and terminate, and in
such event the Company may hold or apply the same or any part thereof for the
benefit of the Director or beneficiary, his/her spouse, children, or other
dependents, or any of them in such manner and in such proportion as the
Committee may deem proper.
17. The Company's Board of Directors may amend or terminate this
Agreement at any time, provided however, that no termination or amendment of
this Agreement shall, without the consent of the Director, adversely affect the
Director's right to any amounts previously deferred by the Director and credited
to the Deferred Compensation Account.
Page 7
18. The Company shall bear all costs and expenses associated with
administration of the Agreement. No contributions to the Deferred Compensation
Account or any Trust under this Agreement will be permissible by the Director.
Page 8
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Director has hereunto set
his/her hand and seal as of the date first above written.
Gallup Federal Savings Bank (Company)
By:
---------------------------------- -------------------------------
Date Its _______________________________
"DIRECTOR"
-------------------------------
By:
---------------------------------- -------------------------------
Date
By:
---------------------------------- -------------------------------
Date Witness
GFSB BANCORP, INC.
DIRECTORS DEFERRED COMPENSATION AGREEMENT
THIS DIRECTOR DEFERRED COMPENSATION AGREEMENT (the "Agreement") made
this 22nd day of March, 2000, by and between GFSB Bancorp, Inc. (the "Company"),
a corporation organized under the laws of the State of Delaware and
__________________________ (the "Director").
WITNESSETH THAT:
In consideration of the agreements contained herein, the parties hereto
agree as follows:
1. The Company agrees to permit the Director to serve as a member of
its Board of Directors, and the Director agrees to serve the Company in such
capacity as the Company may designate from time to time, until terminated by
either party at any time or for any reason.
2. During the term of his/her service as director, the Director shall
devote his/her time, attention, skill, and efforts to the performance of his/her
duties for the Company.
3. The Company shall pay the Director during the term of his/her
service as a director hereunder, any fees payable to the Director for service as
a director (as the Company may from time to time determine) together with
deferred compensation (payable as provided in paragraph 5 below), unless such
amounts are forfeited pursuant to paragraph 7 below.
4. (a) The Company shall credit to a book reserve (the "Deferred
Compensation Account") established for this purpose, an amount
("Deferred Compensation") as specified on a form ("Deferral
Election Form") provided to the Director by the Company for such
purposes. For calendar years beginning on or after January 1, 2001,
such Deferral Election Form must be completed by the Director and
returned to the Company prior to the first day of any calendar year
to which such Deferral Election Form relates in order to be
effective. For calendar year 2000, such Deferral Election Form must
be completed by the Director and returned to the Company as of
March 22,
Page 1
2000, the date of Board adoption of such program in order to be
effective for compensation earned and payable after such date.
(b) Any such amounts credited on the books of the Company to the
Deferred Compensation Account will be credited with investment
earnings and losses as if such amounts had been invested in a
certificate of deposit with a five-year maturity date on deposit at
Gallup Federal Savings Bank within 30 days of such credit to the
Deferred Compensation Account (the "Investment Option"). The
Company may, if it chooses, actually invest assets equal to amounts
in the Deferred Compensation Account but shall not be obligated to
do so, or to make any other investment of its assets in connection
with its obligation to pay Deferred Compensation hereunder.
(c) The Director agrees on behalf of himself/herself and the
designated beneficiary to assume all risk in connection with any
fluctuation in value of any Deferred Compensation amounts.
(d) Title to and beneficial ownership of any assets of the Company,
whether cash or investments which the Company may earmark to pay
the Deferred Compensation hereunder, shall at all times remain the
property of the Company; and the Director and his/her designated
beneficiary shall not have any property interest whatsoever in any
specific assets of the Company.
(e) The Company shall notify the Directors not less than once per
calendar year as to the status of the Deferred Compensation
Account, including the number of shares of Common Stock previously
credited to such account and any cash or account earnings awaiting
investment in Common Stock.
(f) If on the date of death of a Participant no designated
beneficiary has been designated in writing on a form previously
received by the Company, the designated beneficiary of such
Participant shall be the estate of the Participant.
Page 2
5. The amounts to be paid as Deferred Compensation, unless they are
forfeited pursuant to paragraph 7 below, are as follows:
(a) If the Director's service as a director hereunder is terminated
on or after he/she attains the age of 70, the Company shall pay to
the Director (in either five annual installments, not to exceed the
Director's life expectancy or in one lump sum as such payment
schedule is specified in the Director's Deferral Election Form) an
amount equal to the value of the Director's Deferred Compensation
Account as of such date. The Deferred Compensation amount payable
to the Director shall be appropriately increased or decreased to
reflect the appreciation or depreciation in value of the Investment
Option and the net income or loss of the Deferred Compensation
Account. If the Director should die on or after the date set forth
above, any unpaid balance will be paid to the Director's designated
beneficiary in the same manner as set forth in this paragraph 5(a).
(b) If the Director's service as a director hereunder is terminated
for any reason other than death and disability but before the date
set forth in paragraph 5(a) above, then the value of the Deferred
Compensation Account: (i) shall be paid to the Director in the same
manner as set forth in paragraph 5(a) above, and (ii) shall
continue to be invested or held in cash as the Company in its
discretion may determine and no payments shall be made until the
date set forth in paragraph 5(a) above. Notwithstanding the
foregoing, if prior to the date set forth in paragraph 5(a) above,
the Director should die, or the Director should become disabled,
then payments shall be made in the same manner and to the same
extent as set forth in paragraph 5(c) below.
(c) If the Director's service as a director is terminated because
of disability or death before reaching the date set forth in
paragraph 5(a) above, while the Director is performing services for
the Company, then the Company shall make payments to the Director
in the event of the Director's disability, or to the Director's
designated beneficiary in the event of the Director's
Page 3
death to the same extent as set forth in paragraph 5(a) above.
(d) If the Director is receiving payments from the Company and
subsequently dies before the total payments are made by the
Company, then the remaining value of the Deferred Compensation
Account shall be determined as of the date of the death of the
Director and shall be paid as promptly as possible in one lump sum
to the Director's designated beneficiary.
(e) The Director's designated beneficiary referred to in this
paragraph 5 may be designated or changed by the Director, without
the consent of any prior designated beneficiary, on a form provided
to the Director by the Company and delivered to the Company before
the Director's death. If no such beneficiary shall have been
designated or if no designated beneficiary shall survive the
Director, the payments payable under paragraph 5(d) above, shall be
payable to the Director's estate.
(f) The Director shall be deemed to have become disabled for
purposes of paragraph 5(c) above, if the Company shall find on the
basis of medical evidence satisfactory to the Company that the
Director is totally disabled, mentally or physically, so as to be
prevented from engaging in further service as a director of the
Company and that such disability will be permanent and continuous
during the remainder of the Director's life.
(g) The payment(s) to be made to the Director under paragraphs 5(a)
and 5(c) above, shall commence on the first day of the month
following the date of the Director's termination of service as a
director, and the payment(s) to be made to the Director under
paragraph 5(b) above, shall commence on the first day of the month
next following the date set forth in paragraph 5(a) above. The
payment(s) to be made to the Director's designated beneficiary
under the provisions of this paragraph 5 shall commence on a date
to be selected by the Company but within six months from the date
of death of the Director.
Page 4
(h) Notwithstanding anything herein contained to the contrary, the
Company shall have the right in its sole discretion to vary the
manner and time of making the distribution(s) provided in this
paragraph 5 and may make such distributions in lump sums or over a
shorter or longer period of time as it may find appropriate.
6. (a) Nothing contained in this Agreement and no action taken
pursuant to the provisions of this Agreement shall create or be
construed to create a trust of any kind, or a fiduciary
relationship between the Company and the Director, the Director's
designated beneficiary or any other person. Any funds which may be
invested under the provisions of this Agreement shall continue for
all purposes to be a part of the general funds of the Company. No
person other than the Company shall, by virtue of the provisions of
this Agreement, have any interest in such funds. The Company shall
not be under any obligation to use such funds solely to provide
amounts hereunder, and no representations have been made to the
Director that such funds can or will be used only to provide
amounts hereunder. To the extent that any person acquires a right
to receive payments from the Company under this Agreement, such
rights shall be no greater than the right of any unsecured general
creditor of the Company.
(b) In order to facilitate the accumulation of funds necessary to
meet the costs of the Company under this Agreement to make payments
to a Director or his or her beneficiary as and when the same are
due under the Plan, the Company may enter into a Trust Agreement.
The Board of Directors of the Company shall have the power to
appoint and remove the Trustee under such Trust Agreement in its
sole discretion. The Company, in its discretion, may elect to place
assets of the Company into the Trust as may from time to time be
approved by the Board of Directors of the Company in its sole
discretion. To the extent that the assets of said Trust are not
sufficient to pay benefits accrued under this Plan, such payments
shall be made from the general assets of the Company.
Page 5
7. Notwithstanding anything contained herein to the contrary, no
payment of any unpaid installments of Deferred Compensation shall be made, and
all rights under this Agreement of the Director, the Director's designated
beneficiary, executors, or administrators, or any other person, to receive
payments thereof shall be forfeited if the Director shall engage, as determined
by the Company, in any activity or conduct inimical to the best interests of the
Company.
8. The right of the Director or any other person to the payment of
Deferred Compensation or other amounts under this Agreement shall not be
assigned, transferred, pledged, or encumbered except by will or by the laws of
descent and distribution.
9. If the Company shall find that any person to whom any amount is
payable under this Agreement is unable to care for his or her personal affairs
because of illness or accident, or is a minor, any payment due (unless a prior
claim therefor shall have been made by a duly appointed guardian, committee, or
other legal representative) may be paid to the spouse, a child, a parent, or a
brother or sister, or to any person deemed by the Company to have incurred
expense for such person otherwise entitled to payment, in such manner and
proportions as the Company may determine. Any such payments shall be a complete
discharge of the liabilities of the Company under this Agreement.
10. Nothing contained herein shall be construed as conferring upon the
Director the right to continue in his/her service as a director of the Company
or in any other capacity.
11. Any Deferred Compensation payable under this Agreement shall not be
deemed as salary or other compensation to the Director for the purpose of
computing benefits to which the Director may be entitled under any retirement
plan or other arrangement of the Company for the benefit of its employees or
directors.
12. The Company shall have full power and authority to interpret,
construe, and administer this Agreement and the Company's interpretations and
construction thereof, and actions thereunder, including any valuation of the
Deferred Compensation Account, or the amount or recipient of the payment to be
made under this Agreement, shall be binding and conclusive on all persons for
Page 6
all purposes. The directors of the Company shall not be liable to any person for
any action taken or omitted in connection with the interpretation and
administration of this Agreement unless attributable to his/her own willful
misconduct or lack of good faith.
13. The Company may appoint an administrative committee ("Committee")
to provide administrative services or perform duties required by this Agreement.
The Committee shall have only the authority granted to it by the Company.
14. This Agreement shall be binding upon and inure to the benefit of
the Company, its successors, and assigns and the Director and the Director's
heirs, executors, administrators, and legal representatives.
15. This Agreement shall be construed in accordance with and governed
by the laws of the State of New Mexico.
16. No right or benefit under the Agreement shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate alienate, sell, assign, pledge, encumber, or charge
the same shall be void. No right or benefit under this Agreement shall be liable
for or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefits. If the Director or the Director's designated
beneficiary should become bankrupt, or attempt to anticipate, sell, assign,
pledge, encumber, or charge any right or benefit hereunder, then such right or
benefit shall, in the discretion of the Committee, cease and terminate, and in
such event the Company may hold or apply the same or any part thereof for the
benefit of the Director or beneficiary, his/her spouse, children, or other
dependents, or any of them in such manner and in such proportion as the
Committee may deem proper.
17. The Company's Board of Directors may amend or terminate this
Agreement at any time, provided however, that no termination or amendment of
this Agreement shall, without the consent of the Director, adversely affect the
Director's right to any amounts previously deferred by the Director and credited
to the Deferred Compensation Account.
Page 7
18. The Company shall bear all costs and expenses associated with
administration of the Agreement. No contributions to the Deferred Compensation
Account or any Trust under this Agreement will be permissible by the Director.
Page 8
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Director has hereunto set
his/her hand and seal as of the date first above written.
GFSB Bancorp, Inc. (Company)
By:
---------------------------------- -------------------------------
Date Its _______________________________
"DIRECTOR"
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By:
---------------------------------- -------------------------------
Date
By:
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Date Witness
