YARDVILLE NATIONAL BANK
SURVIVOR INCOME PLAN FOR THE
BENEFIT OF TIMOTRY X. XXXXX
This agreement is made and entered into effective as of the 1st day of
January, 1998, by and between YARDVILLE NATIONAL BANK, a corporation organized
and existing under the laws of the state of New Jersey (hereinafter called
"Company"), and XXXXXXX X. XXXXX hereinafter called "Executive").
WITNESSETH:
WHEREAS, the Executive is now serving the Company as Senior Vice
President and Chief Operating Officer; and
WHEREAS, the services of the Executive is considered by the Company to
be an invaluable contribution to the success of the Company; and
WHEREAS, the Company wishes to retain the services of the Executive to
insure the continued success and future growth of the Company; and
WHEREAS, the Executive is willing to continue in the employ of the
Company provided the Company agrees to provide certain benefits in accordance
with the terms and conditions hereinafter set forth:
NOW THEREFORE the parties agree as follows:
ARTICLE ONE
Employment. The Company will employ the Executive as Chief Operating Officer or
in such other positions as may be determined from time to time by the Company
and at such rate of compensation as may be so determined. The Executive will
devote his full energy, skill and best efforts to the affairs of the Company on
a substantially full-time basis.
ARTICLE TWO
2.1 Pre-Termination Survivor Income Benefit. If the Executive dies
before otherwise terminating employment with the Company, the Company shall pay
to the Executive's designated beneficiary the survivor income benefit described
in Section 2.2.
2.2 Form of Benefits. The survivor income benefit shall be equal to
SEVENTY-FIVE PERCENT (75%) of the Executive's final annual salary that was paid
to him at the time of his death and shall be paid to the Executive's beneficiary
in one hundred twenty (120) equal monthly installments payable on the first day
of each month commencing with the first day of the month following the
Executive's death until one hundred twenty (120) payments have been made.
2.3 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
accepted 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 surviving
spouse, if any, and if none, to the Executive's surving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive's estate.
2.4 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
incompetency, 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 THREE
3.1 Claims Review. The Company shall notify the Executive's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or ineligibility for benefits under the
Agreement. If the Company determines that the beneficiary 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,
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and (4) an explanation of the Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the beneficiary wishes to
have the claim reviewed. If the Company determines that there are special
circumstances requiring additional time to make a decision, the Company shall
notify the beneficiary 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
ninety-day period.
3.2 Review Procedure. If the beneficiary is determined by the
Company to not be eligible for benefits, or if the beneficiary believes that
he or she is entitled to greater or different benefits, the beneficiary shall
have the opportunity to have such claim reviewed by the Company by filing a
petition for review with the Company within sixty (60) days after the
receipt of the notice issued by the Company. Said Petition shall state the
specific reasons which the beneficiary believes entitle him or her to
benefits or to greater or different benefits. Within sixty (60) days after
receipt by the Company of the petition, the Company shall afford the
beneficiary an opportunity to present his or her position to the Company
orally or in writing, and the beneficiary shall have the right to
review the pertinent document. The Company shall notify the beneficiary of its
decision in writing within the sixty-day period stating specifically the
bases of its decision, written in a manner calculated to be understood by the
beneficiary and the specific provisions of the Agreement on which the decision
is based. If, because of the need for a hearing, the sixty-day period is not
sufficient, the decision may be deferred for up to another sixty-day period
at the election of the Company, but notice of this deferral shall be given to
the beneficiary.
ARTICLE FOUR
4.1 lnsurance. If the Company PIP elects to purchase a life insurance
contract to provide the Company with funds to make payments hereunder, the
Company shall at all times be the sole and complete owner and beneficiary of
such contract and shall have the unrestricted right to use all amounts and
exercise all options and privileges thereunder without the knowledge or consent
of the Executive or the Beneficiary or any other person, it being expressly
agreed that neither the Executive, the Beneficiary nor any other person shall
have any right, title or interest whatsoever in or to any such contract. If the
Company purchases a life insurance contract on the life of the Executive, the
Executive
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agrees to sign any papers that may be required for that purpose and to undergo
any medical examination or tests which may be necessary.
4.2 Rights of the Executive. This article shall not be construed as
giving the Executive or the Beneficiary any greater rights then those of any
other unsecured creditor of the Company. Any insurance on the Executive's life
is a general asset of the Company to which the Executive and designated
beneficiary have no preferred or secured claim.
ARTICLE FIVE
Amendment and Termination. This agreement may be amended at any time or
from time to time by written agreement of the parties. The Company may terminate
this Agreement at any time prior to the Executive's death by written notice to
the Executive.
ARTICLE SIX
Assignment. Neither the Executive, nor the Beneficiary, nor any other
person entitled to payment hereunder have the power to transfer, assign,
anticipate, mortgage or otherwise encumber in advance any of such payments, nor
shall such payments be subject to seizure for the payment of public or private
debts, judgments, alimony or separate maintenance; or be transferable by
operator of law in the event of bankruptcy, insolvency or otherwise.
ARTICLE SEVEN
7.1 Binding effect. This agreement shall be binding upon the parties,
their heirs, executors, administrators, successors and assigns. This agreement
is the entire agreement between the Company and the Executive, written or oral,
related to the Company's obligation to pay any survivor income benefits to the
Executive's beneficiaries or survivors. This agreement supersedes all prior
agreements, understandings and negotiations.
7.2 No Guaranty of Employment. This Agreement is not an employment
policy or contract and 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
employer nor restrict the right of the Executive to terminate his employment at
any time.
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7.3 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
7.4 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of New Jersey.
IN WITNESS WHEREOF the parties have executed this agreement this 20th day of
March, 1998.
/s/ Xxxxxxx X. Xxxxx ______________________________
----------------------------- YARDVILLE NATIONAL BANK
Xxxxxxx X. Xxxxx
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President & CEO
ATTEST: Xxxxxxxx X. Fone
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