EXHIBIT 10-15
1.
CENTURY DIRECTORS' TRUST
This CENTURY DIRECTORS' TRUST (the "Trust") is created this
24th day of June, 1998, by Century Bancshares, Inc. (the "Company") and its
wholly-owned subsidiary, Century National Bank (the "Bank") (collectively, the
"Grantors").
WHEREAS, the Grantors have entered into director's
compensation agreements with a number of their directors providing that, in lieu
of current directors' fees, the directors shall receive certain deferred
compensation; and
WHEREAS, the Grantors desire to establish the Trust for the
purposes of facilitating the efficient payment, administration, and record
keeping required with respect to such deferred compensation benefit obligations
and relieving the Grantors of such duties; and
WHEREAS, the Grantors intend to transfer assets to fully fund
the Trust from which such deferred compensation benefit obligations shall be
fully satisfied; and
WHEREAS, the Grantors acknowledge their obligation to pay such
deferred compensation from their general assets and that the establishment of
the Trust shall not reduce or otherwise affect their continuing contractual and
legal liabilities for such benefit payments; and
WHEREAS, the Trust is intended to be a grantor trust for
purposes of Sections 671 through 679 of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, the Grantors provide as follows:
ARTICLE I -- -- DEFINITIONS
I. "Bank" shall mean the Century National Bank, a nationally banking
association that is wholly-owned by the Company, and any successors.
II. "Company" shall mean Century Bancshares, Inc., a Delaware corporation,
and any successors.
III."Director" shall mean a member of the board of directors of either the
Company or the Bank.
IV."Director's Compensation Agreements" shall mean the individual,
contractual agreements entered into between the Company or the Bank and a
Director, which are designated on Appendix A, or any additional such contractual
agreements which are added to Appendix A by the process of amendment as set out
in Article XVI - Amendments.
V."Deferred Compensation" shall mean the payment obligation to a Director
under the terms of the Director's Compensation Agreements.
VI."Participant" shall mean any Director, including the beneficiary of a
deceased Director, or other person entitled to receive payments as a result of
the death of a director who has entered into a Director's Compensation Agreement
with the Bank or the Company for the payment of Deferred Compensation and who is
designated under Appendix A.
VII."Insolvent" shall mean (a) the inability of the Company or Bank to pay
its obligations as they become due in the normal course of business; or (b) the
inability of the Company or Bank to pay its obligations or meet its depositors'
demands in the normal course of business; or (c) the Company's or the Bank's
assets are exceeded by their obligations to creditors, including the claims of
depositors; or (d) the appointment of a receiver or conservator for the Company
or the Bank; or (e) the Company or the Bank is subject to a proceeding as a
debtor under the United States Bankruptcy Code.
VIII."General Creditor" shall mean an unsecured creditor of either the
Company or the Bank, irrespective of whether such creditor may by law have a
priority claim to distribution of, but not a security interest in, assets of an
insolvent debtor's estate, and shall include, but shall not be limited to, any
holder of a deposit account at the Bank, and the Federal Deposit Insurance
Corporation (or any successor thereto) insofar as it is subrogated to the claims
of depositors.
Section 1.9. "Trust" shall mean this Century Directors' Trust.
Section 1.10. "Trust Agreement" shall mean this written agreement
establishing the Trust, including Appendices A and B.
Section 1.11. "Trust Corpus" shall mean all assets of the Trust.
Section 1.12. "Individual Trustees" shall mean the individual persons who
are appointed as Trustees upon the creation of the Trust, and their successors
who are appointed as provided herein, who accept the duties and obligations
imposed under this Trust Agreement, as evidenced by the execution of a written
consent to serve as Trustee that is attached hereto under Appendix B. Section
Section1.13. "Institutional Trustee" shall mean a financial institution
that is appointed as Institutional Trustee under the terms of this Trust
Agreement, and its successors that are appointed as provided herein, that accept
the duties and obligations imposed under this Trust Agreement, as evidenced by
the execution of a written consent to serve as Trustee that is attached hereto
under Appendix B.
Section 1.14. "Trustees" shall mean, collectively, the trustees of the
Trust, including both the Individual Trustees and the Institutional Trustee, and
their successors that are appointed as provided herein, that have accepted the
duties and obligations imposed under this Trust Agreement, as evidenced by the
execution of a written consent to serve as Trustee that is attached hereto under
Appendix B.
Section 1.15. "Mandatory Contribution" shall mean any amount of available
funds of U.S. dollars periodically determined by the Trustees, in their sole
discretion, to be required as an additional contribution to provide for full
funding of this Trust. The amount, if any, of a Mandatory Contribution shall be
determined under reasonable valuation methods.
Section 1.16. "Change of Control" shall mean the occurrence of one or more
of the following: (a) a change in the Company's or the Bank's status requiring
prior notice to the Board of Governors of the Federal Reserve System and/or the
Office of the Comptroller of the Currency pursuant to the Change in Bank Control
Act, as amended, and regulations promulgated thereunder, or (b) the acquisition
by any person or group of persons (as such terms are defined and used in
Sections 3(a)(9) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) of beneficial ownership (as defined in Rule 13d-3 issued under that
Act), directly or indirectly, of securities representing more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the Company or the Bank entitled to vote generally in the election of directors
("Voting Securities"), or (c) individuals who constitute a majority of the board
of directors of the Company on the date of this Trust Agreement ("Incumbent
Board") cease for any reason to constitute at least a majority of that Board,
provided that any person becoming a director subsequent to the date of this
Trust Agreement whose election or whose nomination for election by Company
stockholders was approved by a majority vote of the directors comprising the
Incumbent Board shall be, for purposes of this Agreement, considered as though
he or she were a member of the Incumbent Board; or (d) a reorganization, merger,
or consolidation with respect to which those persons (as defined above) who were
beneficial owners of the Voting Securities of the Bank or of the Company
immediately prior to such reorganization, merger, or consolidation do not,
following such reorganization, merger, or consolidation, beneficially own,
directly or indirectly, shares representing more than 50% of the combined voting
power of the Voting Securities of the corporation resulting from such
reorganization, merger, or consolidation; or (e) a sale of all or of
substantially all of the assets of the Bank or of the Company.
ARTICLE II -- -- ESTABLISHMENT OF THE TRUST
Pursuant to this Trust Agreement, the Grantors establish the Trust to hold
such sums of money and other property as from time to time shall be paid or
delivered to the Trust. All such money and other property, including all
investments and reinvestment, and all earnings and profits, less all authorized
payments and charges shall constitute the Trust Corpus, which shall be held by
the Trustees IN TRUST in accordance with the provisions of this Trust Agreement.
ARTICLE III -- -- ACCEPTANCE BY THE TRUSTEES
Acceptance of the Trust by the Trustees and agreement to discharge and
perform fully and faithfully all of the duties and obligations imposed under
this Trust Agreement shall be evidenced in writing by the execution of a consent
to serve as Trustee that is attached hereto under Appendix B to this Trust
Agreement.
ARTICLE IV -- -- LIMITATION ON USE OF TRUST CORPUS
The Trust shall be irrevocable and, subject to Article XV, no part of the
Trust Corpus shall be recoverable by the Grantors or used for any purpose by the
Trustees other than for the payment to the Participants of Deferred
Compensation. Notwithstanding the preceding sentence, the Trust shall at all
times be subject to the claims of the General Creditors of the Grantors as set
forth in Article IX.
ARTICLE V -- -- INVESTMENT OF TRUST CORPUS
Section 5.1. The Trustees shall invest and reinvest the principal and
income of the Trust without distinction between principal and income in any
manner that is not inconsistent with the permissible investments of national
banks generally and taking into account the investment policies of the Grantors
and the Grantors' obligations under the Director's Compensation Agreements.
Section 5.2. The Trustees shall not invest any portion of the Trust nor
accept any contribution from the Grantors in any obligation or other security
issued by the Company or the Bank.
Section 5.3. The Trustees may hold uninvested or render liquid any part of
the Trust Corpus necessary to accomplish the orderly administration of the Trust
and to carry out the Trustees' obligations under this Trust Agreement.
ARTICLE VI -- -- ADDITIONAL POWERS WITH RESPECT TO TRUST ASSETS
Section 6.1. Subject to the provisions of Article V, the Trustees shall
have the following additional powers and authority with respect to property
constituting assets of the Trust:
(a) To purchase or acquire any and all stock, bonds, notes or
other securities, or any variety of real or personal property,
including insurance or annuity contracts, stocks or interest in
investment trusts or common trust funds, as may be advisable;
(b) To sell, exchange or transfer any such property at public or
private sale for cash or on credit;
(c) To participate in any plan of reorganization, consolidation,
merger, combination, liquidation or other similar plan relating to any such
property, and to consent to or oppose any such plan or any action
thereunder, or any contract, lease, mortgage, purchase, sale or other
action by any corporation or other entity
(d) To deposit any such property with any protective, reorganization
or similar committee; to delegate discretionary power to any such
committee; and to pay part of the expenses and compensation of any such
committee and any assessments levied with respect to any property so
deposited;
(e) To exercise any conversion privilege or subscription right
available in connection with any such property; to oppose or to consent to
the reorganization, consolidation, merger or readjustment of the finances
of any corporation, company or association, the sale, mortgage, pledge or
lease of the property of any corporation, company or association any of the
securities of which may at any time be held in the Trust and to do any act
with reference thereto, including the exercise of options, the making of
agreements or subscriptions and the payment of expenses, assessments or
subscriptions, which may be deemed necessary or advisable in connection
therewith, and to hold and retain any securities or other property which it
may so acquire;
(f) To commence or defend suits or legal proceedings and to represent
the Trust in all suits or legal proceedings; to settle, compromise or
submit to arbitration, any claims, debts or damages, due or owing to or
from the Trust;
(g) To exercise, personally or by general or limited power of
attorney, any right, including the right to vote, appurtenant to any
securities or other such property;
(h) As reasonably required to perform its duties, to engage legal
counsel, an actuary, an administrator, or any other suitable consultant or
agent, to consult with such counsel, actuary, administrator, consultant or
agent with respect to the construction of this Trust Agreement, the duties
of the Trustees hereunder, the record keeping and the transactions
contemplated by this Trust Agreement, or any act which the Trustees propose
to take or omit, to rely upon the advice or direction of such counsel,
actuary, administrator, consultant or agent, and to pay their reasonable
fees, expenses and compensation;
(i) To register any securities held by it in its own name or in the
name of any custodian of such property or of its nominee, including the
nominee of any system for the central handling of securities, with or
without the addition of words indicating that such securities are held in a
fiduciary capacity, to deposit or arrange for the deposit of any such
securities with such a system and to hold any securities in bearer form;
(j) To make, execute and deliver, as Trustees, any and all deeds,
leases, notes, bonds, guarantees, mortgages, conveyances, contracts,
waivers, releases or other instruments in writing necessary or proper for
the accomplishment of any of the foregoing powers;
(k) To transfer assets of the Trust to successor trustees as provided
in Section 13.5; (l) To exercise, generally, any of the powers which an
individual owner might exercise in connection with property either real,
personal or mixed held by the Trust, and to do all other acts that the
Trustees may deem necessary or proper to carry out any of the powers set
forth in this Trust Agreement or otherwise in the best interests of the
Trust;
ARTICLE VII -- -- FUNDING OF THE TRUST
Section 7.1. The initial contribution to the Trust on behalf of the
Grantors, receipt of which is hereby acknowledged by the Trustees, is One
Hundred Dollars ($100.00). Consistent with the Grantors' intention to fully
fund the Trust so that, at all times, the Deferred Compensation may be
satisfied from the Trust Corpus, the Grantors intend to and agree to make
additional contributions of cash or property to the Trust at any time or
from time to time, as necessary, and/or as such additional contributions
are required by the Trustees as provided in Section 7.2.
Section 7.2. The Trustees may, in their sole discretion, and at any
time or from time to time, direct and require that the Grantors make a
Mandatory Contribution to the Trust by wire transfer in immediately
available funds of U.S. dollars to provide for full funding of the Trust.
The Grantors acknowledge and expressly agree to their obligation to make
such Mandatory Contributions, if so directed by the Trustees.
ARTICLE VIII -- PAYMENTS OF DEFERRED COMPENSATION BY THE TRUSTEE
Section 8.1. The establishment of the Trust and the payment or
delivery to the Trustees of money or other property acceptable to the Trustees
shall not vest in any Participant a right, title or interest in any assets of
the Trust.
Section 8.2. The contractual and legal obligations of the
Grantors to pay Deferred Compensation are unaffected by the creation and
existence of this Trust and shall remain in full force and effect. The Grantors
shall remain fully liable to make payments of Deferred Compensation under the
terms of the Director's Compensation Agreements as though this Trust were never
established. As and when payments of Deferred Compensation are made to
Participants from the Trust, however, the Grantors' liabilities to pay such
Deferred Compensation shall be reduced or offset to the extent of such Trust
payments.
Section 8.3. The Trustees shall make payments of Deferred
Compensation to Participants from the Trust as such benefits become due under
the Director's Compensation Agreements and shall have the sole authority to
determine the amount and timing of payments to Participants under the Director's
Compensation Agreements, including a determination of Participants' rights
following a Change of Control. To the extent that there is a dispute between the
Trustees and a Participant as to the amount of any Deferred Compensation due a
Participant, the Trustees shall withhold payment of only that portion of the
Deferred Compensation that is subject to dispute until the dispute is resolved.
Section 8.4. The Grantors shall provide any information that
the Trustees reasonably determine is expedient in order to make timely payments
of Deferred Compensation and otherwise carry out their obligations under the
Trust, including a true and correct copy of each Director's Compensation
Agreement. If the Grantors fail to provide any information that the Trustees
deem necessary to determine Deferred Compensation, the Trustees may rely on
information from any other source, unless the Grantors demonstrate that such
information is clearly erroneous and supply the necessary information within ten
(10) days of the Trustees' request.
Section 8.5. If at any time the Trust is finally determined by
the Internal Revenue Service not to be a grantor trust, with the result that the
income of the Trust is not treated as income of the grantor pursuant to Sections
671 through 679 of the Internal Revenue Code of 1986 (as amended), or if a U.S.
tax is finally determined by the Internal Revenue Service to be payable by the
Participants with respect to all or any portion of the value of the Trust (other
than actual payments of Deferred Compensation), then assets equal to the portion
of the Trust that is subject to U.S. tax shall be liquidated and paid in a
single sum as soon as practicable by the Trustees to the Participant regardless
whether the Participant otherwise is eligible to begin receiving Deferred
Compensation. Calculation of amounts payable to Participants shall be solely the
obligation of the Trustees.
ARTICLE IX --TRUSTEE RESPONSIBILITY IF BANK IS INSOLVENT
Section 9.1. The Company shall inform the Trustees in writing
if the Company becomes Insolvent. The Bank shall inform the Trustees in writing
if the Bank becomes Insolvent. When so informed, the Trustees shall immediately
discontinue any payments to the Participants and shall hold assets of the Trust
for the benefit of the General Creditors.
Section 9.2. If the Trustees receive written notice from any
person other than the Grantors that either the Company or the Bank has become
Insolvent, it shall be the responsibility of the Trustees to determine within 30
days whether such an Insolvency has occurred, in fact, and, pending such
determination, the Trustees shall discontinue payments to the Participants and
hold the Trust assets for the benefit of the General Creditors. The Trustees
shall resume payments of Deferred Compensation to the Participants only after
the Trustees determine that (a) there is no Insolvency or that there is no
longer an Insolvency, or (b) a court of competent jurisdiction has determined
that neither the Company nor the Bank is Insolvent. In making such a
determination, the Trustees may rely on information provided by the Grantors,
their independent auditors, or on relevant information concerning the solvency
of the Company or the Bank that has been furnished to the Trustees by any other
person.
Section 9.3. Unless the Trustees have received written notice
that the Company or the Bank is Insolvent pursuant to Section 9.2, the Trustees
shall have no duty to affirmatively inquire whether the Company or the Bank is
Insolvent. Nothing in this Trust Agreement shall in any way enlarge or diminish
the rights of any Participant, in the event that the Company or the Bank is
Insolvent, to pursue his or her rights as a General Creditor with respect to
Deferred Compensation.
Section 9.4. In the case of any Trustee's actual knowledge
that the Company or the Bank is Insolvent, the Trustees shall deliver any
undistributed principal and income in the Trust to satisfy claims of General
Creditors, as directed by a court of competent jurisdiction.
Section 9.5. If the Trustees discontinue payments of Deferred
Compensation pursuant to Sections 9.1, 9.2, or 9.4 and subsequently resume such
payments, the first payment to a Participant following such discontinuance shall
include the aggregate amount of all Deferred Compensation that would have been
made to such Participant during the period of such discontinuance, less the
aggregate amount of any payments made to such Participant directly by the
Grantors, in lieu of payments from the Trust, during any such period of
discontinuance. The Trustees shall be responsible for determining the amount of
any benefits due a Participant under this Section 9.5.
ARTICLE X -- -- THIRD PARTIES
A third party dealing with the Trustees shall not be required
to make inquiry as to the authority of the Trustees to take any action nor be
under any obligation to see to the proper application by the Trustees of the
proceeds of sale of any property sold by the Trustees or to inquire into the
validity or propriety of any act of the Trustees.
ARTICLE XI -- -- TAXES, COMPENSATION AND EXPENSES
Section 11.1. The Grantors shall report all items of income
and deduction of the Trust, as required by the applicable law, and shall be
responsible for the reporting of any federal, state or local taxes that may be
required to be reported with respect to the payment of benefits pursuant to the
terms of the applicable Director's Compensation Agreement. The Grantors shall
have no right to any distributions from the Trust or to any claim against the
Trust for funds necessary to pay any income taxes that the Grantors are required
to pay pursuant to its obligation under this Section 11.1.
Section 11.2. The Trustees shall be entitled to reasonable
compensation from the Grantors for their services. The Grantors shall pay
directly all expenses associated with the Trust, including such reasonable
compensation to the Trustees for their services. If feasible such reasonable
compensation shall be agreed upon, in writing from time to time by the Grantors
and the Trustees. The Grantors also shall pay any and all reasonable expenses
incurred by the Trustees in
the performance of their duties under this Trust Agreement, including any
expense of the Trustees associated with litigation or arbitration that is
related to the Trust, including legal counsel fees and expenses of the Trustees.
Expenses of the Trust shall not be payable from the Trust Corpus.
ARTICLE XII -- -- ADMINISTRATION AND RECORDS
Section 12.1. The Trustees shall keep or, pursuant to the
power to engage third parties in Section 6.1, cause to be kept, accurate and
detailed accounts of any investments, receipts, disbursement and other
transactions hereunder and all necessary and appropriate records required to
identify correctly and reflect accurately the financial status and transactions
of the Trust. All accounts, books and records relating to the Trust shall be
open to inspection and audit at all reasonable times by any Participant or any
person designated by the Grantors. All such accounts, books and records shall be
preserved (in original form, or on microfilm, magnetic tape or any similar
process) for such period as the Trustees may determine, but the Trustees may
only destroy such accounts, books and records after first notifying the Grantors
and Participants in writing of its intention to do so.
Section 12.2. Unless the Grantors otherwise direct the
Trustees in writing, within 15 days after the close of each calendar quarter,
the Trustees shall provide the Grantors with a written account setting forth all
investments, receipts, disbursements and other transactions effected by it
during the preceding calendar quarter, or during the period from the close of
the preceding calendar quarter. Upon the expiration of 90 days from the date of
filing such quarterly or other account, the Trustees shall, to the extent
permitted by applicable law, be released and discharged from all liability and
accountability with respect to the propriety of its acts and transactions shown
in such account, except to the extent that the Grantors or Participants file
written objections with the Trustee within the 90-day period.
Section 12.3. A valuation of the assets held in the Trust
shall be made as of the last day of each calendar quarter and reported to the
Grantors and Participants in writing.
Section 12.4. Nothing contained in this Trust Agreement shall
be construed as depriving the Trustees, the Participants, or the Grantors of the
right to have a judicial settlement of the Trustees' accounts. Upon any
proceeding for a judicial settlement of the Trustees' accounts, the only
necessary parties, in addition to the Trustees, shall be the Grantors and the
Participants.
Section 12.5. In addition to any reports required of the
Trustees by law, the Trustees shall prepare and file such reports as the
Trustees and the Grantors shall agree. Nothing in this Section 12.5 shall
relieve the Grantors of the obligation to report all items of income and
deduction, as specified in Section 11.1.
ARTICLE XIII -- APPOINTMENT, REMOVAL, AND ADDITIONAL POWERS OF THE TRUSTEES
Section 13.1. Upon the creation of this Trust Agreement, the
Trustees shall be those persons who are named as Individual Trustees by the
Grantors and who have agreed to serve as Individual Trustees, as evidenced by
their execution in writing of their consent to serve as Trustee, which is
attached hereto under Appendix B. At any time when there is no Institutional
Trustee currently serving, the Individual Trustees shall have all authority,
powers, duties, and obligations of the Trustees under this Trust Agreement,
including the authority to appoint a successor Institutional Trustee, if the
Individual Trustees so elect.
Section 13.2. Where the Individual Trustees are required to
take any action or have the right to exercise any authority under this Trust
Agreement, such action or exercise of authority by the Individual Trustees shall
be taken by agreement of a simple majority of the Individual Trustees. If,
however, there are less than three Individual Trustees at any time, the
remaining Individual Trustee(s) shall act or exercise authority by unanimity or,
in the case of only one remaining Individual Trustee, such action or exercise of
authority shall be taken in the sole discretion of that individual.
Section 13.3. Neither the Grantors nor any Institutional
Trustee shall have authority to remove an Individual Trustee. If an Individual
Trustee resigns, dies, or becomes incapacitated and cannot serve, or if there
are not at least three Individual Trustees, successor Individual Trustees may be
appointed solely in the discretion of the remaining Individual Trustees. At no
time shall the total number of Individual Trustees serving exceed three (3). The
resignation, death, or incapacitation of an Individual Trustee shall not affect
the authority of the remaining Individual Trustees, including the authority of a
single remaining Individual Trustee, to take any required or discretionary
actions authorized under this Trust Agreement.
Section 13.4. The Individual Trustees shall have the right and
the authority, in their sole and absolute discretion (a) to appoint a financial
institution to serve as Institutional Trustee, (b) to remove an Institutional
Trustee currently serving, and (c) to appoint any successor Institutional
Trustee, if the Individual Trustees so elect. The Grantors shall have no
authority to appoint or remove an Institutional Trustee. An Institutional
Trustee shall be a bank that is a member of the Federal Reserve System and that
administers (or is affiliated with, or has control of, any corporation
administering) trust assets having a value of at least one billion dollars
($1,000,000,000). If an Institutional Trustee has been duly appointed and is
currently serving, all authority, duties, and obligations of the Trustees under
this Trust Agreement shall be vested in the Institutional Trustee, other than
the authority to appoint and remove Trustees, as provided in Section 13.3 and
this Section 13.4, which shall remain the exclusive right and obligation of the
Individual Trustees and other than the right of the Individual Trustees to
accept or reject any proposed amendment to this Trust Agreement, as provided in
Article XV. An Institutional Trustee shall have the additional obligation to
make such reports to the Individual Trustees as to the operation of the Trust,
payments to Participants, and the investment and valuation of the Trust's
assets, as the Individual Trustees reasonably may request from time to time.
Notwithstanding the preceding nor any other provision of this Trust Agreement to
the contrary, it is hereby acknowledged and agreed that, in the event an
Institutional Trustee has been appointed and is currently serving, the
Institutional Trustee shall be directed as to all of its Trust duties hereunder
by the Individual Trustees, except for the Institutional Trustee's duty to
invest the assets of the Trust as a result of conferring with the Individual
Trustees.
Section 13.5. In conformity with the requirements of
applicable law, a resigned or removed Institutional Trustee is required to and
shall immediately assign, transfer, deliver and pay over in trust to the
Individual Trustee(s) or, at the Individual Trustees' direction and sole
discretion, to a successor Institutional Trustee, all funds and properties in
its control or possession then constituting the Trust Corpus and shall deliver
all records which shall be required by the remaining Trustees (and successors)
to carry out the provisions of this Trust Agreement.
Section 13.6. A Trustee's resignation shall be made by written
notification to the remaining Trustees serving. The Trustees shall attach to
Appendix B of this Trust Agreement a true and correct copy of such writing
evidencing a Trustee's resignation and provide copies of such writing to the
Grantors and Participants, including true and correct copies of the consent to
serve as Trustee executed by any successor Trustee if one is appointed. The
Trustees also shall notify the Grantors and Participants if any Trustee is
removed because of death, incapacitation, or otherwise.
ARTICLE XIV -- -- ENFORCEMENT OF TRUST AGREEMENT
Section 14.1. The Trustees and the Grantors shall have the
right to enforce any provision of this Trust Agreement, and the Participants
shall have the right as beneficiaries of the Trust to enforce any provision of
this Trust Agreement that affects any legal right, title and interest of the
Participants in the Trust, including the Grantors' obligation to make a
Mandatory Contribution upon request or demand by the Trustees. In any action or
proceedings affecting the Trust, the only necessary parties shall be the
Grantors, the Trustees, and the Participants and, except as otherwise required
by applicable law, no other person shall be entitled to any notice or service of
process. Any judgment entered in such an action or proceeding shall to the
maximum extent permitted by applicable law be binding and conclusive on all
persons having or claiming to have any interest in the Trust.
ARTICLE XV -- -- TERMINATION
The Trust is irrevocable and shall terminate only upon the
payment of all Deferred Compensation to Participants. Upon termination, any
remaining assets of the Trust Corpus shall be paid by the Trustee to the Bank,
as agent for the Grantors.
ARTICLE XVI -- -- AMENDMENTS
No amendment to this Trust Agreement shall be made and no
purported amendment shall be valid unless the amendment is expressly approved in
writing by the Grantors, the Institutional Trustee (if any) and the Individual
Trustees. The preceding sentence does not affect or apply to a change in the
Trustees as provided under the terms of this Trust Agreement.
ARTICLE XVII -- -- NONALIENATION
Except as applicable law may otherwise require, (a) no amount
payable to or in respect of any Participant at any time under the Trust shall be
subject in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any
attempt to so alienate, sell, transfer, assign, pledge, attach, charge or
otherwise encumber any such amount, whether presently or thereafter payable,
shall be void; and (b) the Trust shall not be liable for or subject to the debts
or liabilities of any of the Participants.
ARTICLE XVIII -- -- COMMUNICATIONS
Section 18.1. Communications to the Bank shall be addressed to
the chief executive officer of Century National Bank, 0000 Xxxxxxxxxxxx Xxxxxx,
XX, Xxxxxxxxxx, X.X. 00000. Communications to the Company shall be addressed to
the chief executive officer of Century Bancshares, Inc., 0000 Xxxxxxxxxxxx
Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000. Upon the Company's or the Bank's written
request, however, such communications shall be sent to such other address as the
Company or the Bank may specify.
Section 18.2. Communications to the Trustees shall be
addressed to the Trustees at the address designated on Appendix B, provided,
however, that upon any Trustee's written request, such communication shall be
sent to such other address as the Trustee may specify.
Section 18.3. Communication to Participants shall be addressed
to each Participant at his or her last known address.
Section 18.4. No communication shall be binding on any party until it
is received.
Section 18.5. Any orders, requests, directions, instructions,
approvals or objections under this Trust Agreement shall be in writing. Any
writing of the Bank or the Company shall be signed on behalf of the Bank or
the Company by either the chief executive officer or the chief financial
officer of the Bank or the Company or any duly authorized officer of the
Grantors. The Trustees may rely on, and will be fully protected with
respect to any action taken or omitted in reliance on any information,
order, request, direction, instruction, approval, objection, or list
delivered to the Trustees by the Grantors.
ARTICLE XIX -- -- INDEMNIFICATION OF THE TRUSTEES
The Grantors agree, to the extent permitted by applicable law, to
indemnify the Trustees and hold them harmless from and against any damages,
losses, costs and expenses incurred by the Trustees (including without
limitation expenses of investigation and the fees and expenses of counsel)
and against any claim or liability that may be asserted against any
Trustee, other than solely on account of such Trustee's own gross
negligence or willful misconduct, by reason of the Trustees' taking or
refraining to take any action in connection with the administration of the
Trust or arising out of or relating to any suit, actions or proceeding to
which any Trustee is a party or otherwise involved by reason of service as
a Trustee hereunder. Any amount payable to a Trustee hereunder shall be
paid promptly by the Grantors upon demand by the Trustee, within ten (10)
days of such demand, but shall in no event be paid from the Trust Corpus.
The Institutional Trustee shall be entitled to rely, and shall be held
harmless by the Company and the Bank in relying, on the propriety of any
direction received from the Individual Trustees.
ARTICLE XX -- -- MISCELLANEOUS PROVISIONS
Section 20.1. This Trust Agreement shall be binding upon and
inure to the benefit of the Grantors, the Trustees and their respective
successors and assigns.
Section 20.2. The Trustees assume no obligation or
responsibility with respect to any action required by this Trust Agreement on
the part of the Grantors.
Section 20.3. Any corporation into which the Institutional
Trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger, reorganization or consolidation to which the
Institutional Trustee may be a party, or any corporation to which all or
substantially all the trust business of the Institutional Trustee may be
transferred shall be the successor of the Institutional Trustee hereunder
without the execution or filing of any instrument or the performance of any act
by the Individual Trustees.
Section 20.4. Titles to the Articles of this Trust Agreement
are included for convenience only and shall not control the meaning or
interpretation of any provision of this Trust Agreement.
Section 20.5. This Trust Agreement and the Trust established
hereunder shall be governed by and construed, enforced, and administered in
accordance with the laws of the state of Delaware.
Section 20.6. Capitalized terms that are used in this Trust Agreement
shall have the meaning assigned to them in Article I. Feminine or neuter
pronouns shall be substituted for those of the masculine form, and the
plural shall be substituted for the singular, in any place or places herein
where the context may require such substitution or substitutions.
Section 20.7. This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed to be the original although the
others are not produced. Upon execution of this Trust Agreement, the
Grantors shall provide a true and correct copy of the Trust Agreement to
each Participant and to the law firm of Xxxxxx & Xxxxxxxxx, Chtd., 000 00xx
Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, X.X. 00000, to be retained in such
firm's records, and shall provide to them true and correct copies of any
subsequent amendments to the Trust Agreement, including amendments to
Appendix B.
IN WITNESS WHEREOF, this Trust Agreement has been duly executed by the
parties hereto as of the day and year first above written.
BY:
CENTURY NATIONAL BANCSHARES, INC.
---------------------------------------
CENTURY NATIONAL BANK
---------------------------------------
CENTURY DIRECTORS' TRUST
APPENDIX A
The following are the Deferred Compensation Agreements under this Trust
Agreement, true and correct copies of which are attached:
1. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxx Xxxxxx;
2. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxx X. Xxxxxxxxx;
3. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxxx X. Xxxxxxx;
4. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxx X. Xxxxxx;
5. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxx X. Xxxxxxx;
6. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxx X. Xxxxx, Xx.;
7. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxxx X. Xxxxxx;
8. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxxx X. XxXxx;
9. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxxxx X. Xxxxxxx;
10. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxx X. Xxxx, including the Amendment to Director's
Compensation Agreement executed June 26, 1995;
11. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Xxxxx X. Xxxx;
12. Director's Compensation Agreement entered into effective as of
March 1, 1992, between Century National Bank, Century Bancshares, Inc. and
Xxxx X. Xxxxx, including the Amendment to Director's Compensation Agreement
executed January 1, 1996;
13. Director's Compensation Agreement entered into effective as of the
first day of January, 1994, between Century National Bank and Xxxxxxx X.
Xxxxxx;
14. Director's Compensation Agreement entered into effective as of the
first day of January, 1994, between Century National Bank and Xxxxx X.
Xxxxx;
15. Directors Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Xxxxxx X.
Xxxxxxxxx, including the Amendment to Director's Compensation Agreement
executed July 9, 1997;
16. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Xxxx X. Xxxx;
17. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Xxxxxxx X.
Xxxxxxx, including the Amendment to Director's Compensation Agreement
executed June 20, 1997;
18. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Xxxxxxx X.
Xxxxxx, including the Amendment to Director's Compensation Agreement
executed June 20, 1997;
19. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Xxxxx X.
Xxxxxxx, including the Amendment to Director's Compensation Agreement
executed June 30, 1997;
20. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Xxxxxx X.
Xxxxxx; including the Amendment to Director's Compensation Agreement
executed July 9, 1997;
21. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Xxxxxxx X.
XxXxx, including the Amendment to Director's Compensation Agreement
executed June 25, 1997;
22. Director's Compensation Agreement entered into effective as of the
first day of January, 1997, between Century National Bank and Xxxxxx
Xxxxxx;
23. Director's Compensation Agreement entered into effective as of the
first day of January, 1997, between Century National Bank and Xxxx X.
Xxxxx;
24. Director's Compensation Agreement entered into effective as of the
first day of January, 1997, between Century National Bank and Xxxxxxx X.
Xxxxxxx;
25. Director's Compensation Agreement entered into effective as of the
sixth day of June, 1997, between Century National Bank and Xxxxx Xxxxxxxx.
BY:
CENTURY NATIONAL BANCSHARES, INC.
/s/ Xxxxxx X. Xxxxxxxxx
[Title] President
June 24, 1998
[Date]
CENTURY NATIONAL BANK
/s/ Xxxxxx X. Xxxxxxxxx
[Title] President
June 24, 1998
[Date]
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXXXX X. XXXXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $45,151.20 payable in monthly installments of $250.84
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $48,855.00 payable in monthly installments of $814.24 for 60
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this
Agreement, none of the rights to benefits under this Agreement are assignable by
the Director or any Beneficiary or designee of the Director and any attempt to
sell, transfer, assign, pledge, encumber or change the Director's right to
receive compensation shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ Xxxxxxxx X. XxXxxxx BY /s/ Xxxxxxx X. Xxxxxxx
WITNESS XXXXXXX X. XXXXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxxx X. Xxxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$59,950.80 payable in monthly installments of $499.59 per month for 120
consecutive months, commencing on the first day of the month following the
Director's 70th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1". In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1", notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10.Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxxxxx X. XxXxxxx BY /s/ Xxxxxxx X. Xxxxxxx
WITNESS Xxxxxxx X. Xxxxxxx, the Director
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Xxxxxxx X. Xxxxxxx
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $52,136
payable in monthly installments of $868.93 per month for 60 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereinafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 20th day of
June, 1997.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxxxxx X. XxXxxxx BY /s/ Xxxxxxx X. Xxxxxxx
WITNESS Xxxxxxx X. Xxxxxxx, the Director
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1994, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxx X. Xxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$99,255.60 payable in monthly installments of $551.42 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the Director
should die before the Retirement Date, the Bank agrees to pay the total sum of
$125,656.20 payable in monthly installments of $698.09 for 180 consecutive
months, commencing on the first day of the month following the date of the
Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living children of
the Director, if any, in equal shares, for their joint and survivor lives; and
if none, or after their respective joint and survivor lives, any balance thereof
in one lump sum to the estate of the Director.
3. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Bank or the Company, fails to serve
on the Board of Directors for five consecutive years, the Director and/or
Beneficiary will receive compensation which is reduced proportionately based on
the number of full months served in relation to the required service of 60
months. For example, if the Director serves only 36 months, the Director will be
entitled to 36/60 or 60% of the compensation stated in paragraph "1", "2",
and/or "3". In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraphs "1", "2" and/or "3", irrespective of any
reduction which might otherwise be required pursuant to paragraph "4."
6. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, the successors and assigns of the
Bank, and the heirs and legal representatives of the Director. Any successor of
the Bank shall be deemed substituted for the Bank under the terms of this
Agreement. As used herein, the term "successor" shall include any person,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, acquires all or substantially all of the stock, assets or
business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
/s/ Xxxx X. Ristsoulis BY /s/ Xxxxx X. Xxxxx
WITNESS Xxxxx X. Xxxxx, the Director
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXXX XXXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $50,760.00 payable in monthly installments of $282.00
for 180 consecutive months, commencing on the first day of the month following
the Director's 65TH birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $57,099.00 payable in monthly installments of $679.75 for 60
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will receive a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on both Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the director, part of the Bank and the company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or privilege, or
be construed as a waiver of any default or as any acquiescence therein, or shall
affect the right of the Bank and the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/S/ F. Xxxxxxx Xxxxxxx BY /S/ XXXXXX X. XXXXXXXXX
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/S/ F. XXXXXXX XXXXXXX BY: /S/ XXXXXX X. XXXXXX
President
/S/ MICWAEZ W. FUSWIS BY: /S/ XXXXXX XXXXXX
WITNESS XXXXXX XXXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxx Xxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$65,847.60 payable in monthly installments of $548.73 for 120 consecutive
months, commencing on the first day of the month following the Director's 70th
birthday (herein referred to as the "Retirement Date"). Payments to the Director
will terminate when all such payments have been made or at the time of the
Director's death, whichever occurs first.
2. a) Death Of Director Before Retirement Date. If the Director dies
before reaching the Retirement Date, the specified monthly installments which
otherwise would have been payable to the Director after the Retirement Date,
will instead be paid in monthly installments to the Director's Beneficiary; in
the same amounts and for the same period, commencing on the first date of the
month following what would have been the Retirement Date for the deceased
Director.
b) Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments
set forth in paragraph "1", the remaining monthly installment will be paid
to the Director's designated Beneficiary. The Beneficiary shall receive all
remaining installments which the Director would have received until the
total sum set forth in paragraph "1" has been paid. If the Director fails
to designate a beneficiary in writing to the Bank, the remaining monthly
installments after the time of the Director's death shall be paid to the
legal representative of the estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Company or the Bank, fails to serve on the Boards
of Directors of both the Company and the Bank for five consecutive years,
the Director will receive compensation which is reduced proportionately
based on the number of Boards on which the Director served and the number
of full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on
both Boards would count as a full month and any month during which the
Director served on either Board (but not both) would count as three-fourths
of a month. For example, if the Director served only 12 months on both
Boards, then 24 months on one Board, and then ceased to serve on either
Board, the Director would be entitled to compensation based on the
equivalent of 30 full months of service (100% of 12 months plus 75% of 24
months). In such example, the Director would be entitled to 30/60 or 50% of
the compensation stated in paragraph "1" and/or "2" above. In determining
consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled
meetings of the Boards of Directors, except pursuant to the circumstances
set forth in paragraph "6" below. If Director dies before completing five
consecutive years of service, the year of the Director's death shall be
counted as a full year of service in determining consecutive years of
service for the purpose of calculating the proportionate compensation
payable to the Director's beneficiary pursuant to this Agreement.
4. Change of Control. In the event that there is a Change of Control
of the Bank or the Company, as hereinafter defined, any successor to the
control of the Bank or the Company shall be bound by the terms of this
Agreement. Should the successor to the Bank or the Company wish to remove
any Director then serving on the Board, or should such Director wish to
resign as a Director with the successor to the Bank or the Company, then
such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1" and/or "2", irrespective of any
reduction which might otherwise be required pursuant to paragraph "3"
above. For purposes of this Agreement, a "Change of Control" shall mean the
occurrence of one or more of the following: (a) a change in the Company's
or the Bank's status requiring prior notice to the Board of Governors of
the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended) of
beneficial ownership (as defined in Rule 13d-3 issued under that Act),
directly or indirectly, of securities representing more than fifty percent
(50%) of the combined voting power of the then outstanding voting
securities of the Company or the Bank entitled to vote generally in the
election of directors ("Voting Securities"), or (c) individuals who
constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a
director subsequent to the date of this Agreement whose election or whose
nomination for election by Company stockholders was approved by a majority
vote of the directors comprising the Incumbent Board shall be, for purposes
of this Agreement considered as though he or she will be a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with
respect to which those persons (as defined above) who were beneficial
owners of the Voting Securities of the Bank or of the Company immediately
prior to such reorganization, merger, or consolidation do not, following
such reorganization, merger, or consolidation, beneficially own, directly
or indirectly, shares representing more than 50% of the combined voting
power of the Voting Securities of the corporation resulting from
such reorganization, merger, or consolidation; or (e) a sale of all or of
substantially all of the assets of the Bank or of the Company.
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this
Agreement restrict the right of the shareholders of the Bank or the Company
to replace the Director, or the right of the Director to resign from the
Board of Directors or decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active
service on account of illness, disability, during any authorized vacation
or during temporary leaves of absence granted by the Bank and/or Company
for reasons of professional advancement, education, health, or government
service, or during military leave for any period if the Director is elected
to serve on the Board following such interruption.
7. Obligation of Director. In consideration of the foregoing
agreements of the Bank and of the payments to be made by the Bank pursuant
hereto, the Director hereby agrees that so long as the Director serves on
the Board of Directors, the Director will not actively engage, either
directly or indirectly, in any business or other activity which is or may
be deemed to be in any way competitive with or adverse to the best
interests of the business of the Bank or the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of
the Director and any attempt to sell, transfer, assign, pledge, encumber or
change the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of
an unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any
Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank and shall not be deemed to be
held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided
by the terms of such policy or other asset.
12. Governing Law. This Agreement shall be construed under and
governed by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank,
and the heirs and legal representatives of the Director. Any successor of
the Bank shall be deemed substituted for the Bank under the terms of this
Agreement. As used herein, the term "successor" shall include any person,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, acquires all or substantially all of the stock,
assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
BY /s/ Xxxx X. Westhen BY /s/ Xxxxxx Xxxxxx
WITNESS Xxxxxx Xxxxxx, the Director
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1994, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxxx X. Xxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$117,255.60 payable in monthly installments of $651.42 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the
Director should die before the Retirement Date, the Bank agrees to pay the total
sum of $148,440.60 payable in monthly installments of $824.67 per month for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living children of
the Director, if any, in equal shares, for their joint and survivor lives; and
if none, or after their respective joint and survivor lives, any balance thereof
in one lump sum to the estate of the Director.
3. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Bank or the Company, fails to serve
on the Board of Directors for five consecutive years, the Director and/or
Beneficiary will receive compensation which is reduced proportionately based on
the number of full months served in relation to the required service of 60
months. For example, if the Director serves only 36 months, the Director will be
entitled to 36/60 or 60% of the compensation stated in paragraphs "1", "2",
and/or "3". In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraphs "1", "2", and/or "3", irrespective of any
reduction which might otherwise be required pursuant to paragraph "4."
6. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
/s/ Xxxxxxx X. Xxxx BY /s/ Xxxxxxx X. Xxxxxx
WITNESS Xxxxxxx X. Xxxxxx, the Director
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES,
INC. ("Company"), and XXXXXX X. XXXXX, XX. ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the
Company; and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the
Bank and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to
which (a) the Director will be entitled to receive a retirement benefit for
a specified period after the Director retires from the Board or the
Director's term of service on the Board ends, and/or (b) the Director's
family would be entitled to such benefits from and after the Director's
death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to
the Director after retirement or to the Director's family after the
Director's death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of
fees of which the Director would otherwise be entitled to be paid
("Deferred Fees"), for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $53,656.20 payable in monthly installments of
$298.09 for 180 consecutive months, commencing on the first day of the
month following the Director's 65th birthday ("Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at
the time of the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to
pay the total sum of $61,520.64 payable in monthly installments of $640.84
for 96 consecutive months, commencing on the first day of the month
following the date of the Director's death, to the Director's then living
Beneficiary designated in writing to the Bank, if any, for the life of said
Beneficiary; if none, then to the Director's then living spouse, if any,
for the life of said spouse; if none, or from and after the death of said
spouse, then to the then living descendants of the Director, if any, in
equal shares, per stirpes, for their joint and survivor lives; and if none,
or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments
set forth in paragraph "2", the remaining monthly installments will be paid
to the Director's designated Beneficiary. The Beneficiary shall receive all
remaining installments which the Director would have received until the
total sum set forth in paragraph "2" (as reduced by the provisions of
paragraph "6" if applicable) has been paid. If the Director fails to
designate a Beneficiary in writing to the Bank, the remaining monthly
installments after the time of the Director's death shall be paid to the
legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to
serve on the Board of Directors of both the Company and the Bank for five
consecutive years, the Director will receive monthly compensation (or the
Director's Beneficiary will received a monthly benefit) which is reduced
proportionately based on the number of full months served in relation to
the required service of 60 months. For example, if the Director served only
30 months on the Board, the Director would be entitled to 30/60 or 50% of
the monthly compensation stated in paragraph "2." Similarly, in the above
example, if the Director died after leaving the Board but before the
Retirement Date, the Director's Beneficiary would be entitled to 30/60 or
50% of the monthly benefit stated in paragraph "3". In determining
consecutive years of service, beginning January 1, 1992, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to
the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is
serving on the board, there shall be no reduction in compensation or
benefits on account of the provisions of this paragraph, except for any
reduction resulting from the Director's failure to fulfill the attendance
requirement prior to the time the change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active
service on account of illness, disability, during any authorized vacation
or during temporary leaves of absence granted by the Bank and/or the
Company for reasons of professional advancement, education, health, or
government service, or during military leave for any period if the Director
is elected to serve on the board following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement
shall be reduced or eliminated to the extent required (i) to comply with
regulations or orders issued pursuant to Section 18(k)(1) of the Federal
Deposit Insurance Act, (ii) by any other law, rule, or regulation which is
binding on the Company or the Bank or (iii) by direction or instruction
from a federal regulatory authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of
this Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this
Agreement constitute an agreement by the Bank, the Company, the
shareholders of the Bank and the Company, to nominate or elect the Director
as a director in the future or restrict the right of the shareholders of
the Bank or the Company to remove the Director in accordance with the
Bank's and the Company's charter and by-laws. The Director retains the
right to resign from the Board of Directors or to decline to stand for
reelection.
10. Assignment of Rights: Except as provided in this Agreement, none
of the rights to benefits under this Agreement are assignable by the
Director or any Beneficiary or designee of the Director and any attempt to
sell, transfer, assign, pledge, encumber or change the Director's right to
receive compensation shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of
an unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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
the Director nor any Beneficiary shall have any right with respect to, or
claim against, such policy or other asset. Such policy or asset shall be
and remain a general, unpledged, unrestricted asset of the Bank or the
Company and shall not be deemed to be held under any trust for the benefit
of the Director or any Beneficiary or to be held in any way as collateral
security for the fulfilling of the obligations of the Bank under this
Agreement, except as expressly provided by the terms of such policy or
other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the District of
Columbia (excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing
and duly executed by the Director, the Bank and the Company. No delay or
failure at any time on the part of the Bank and the Company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or
privilege, or be construed as a waiver of any default or as any
acquiescence therein, or shall affect the right of the Bank and the Company
thereafter to enforce each and every provision of this Agreement in
accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank
and the Company, and the heirs and legal representatives of the Director.
Any successor of the Bank and the Company shall be deemed substituted for
the Bank and the Company under the terms of this Agreement. As used herein,
the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or
otherwise, acquires all or substantially all of the stock, assets or
business of the Bank and/or the Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ Xxxx X. Xxxxx BY /s/ Xxxxxx X. Xxxxx, Xx.
WITNESS XXXXXX X. XXXXX, XX. ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXX X. XXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $134,251.20 payable in monthly installments of $745.84
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $137,910.60 payable in monthly installments of $766.17 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will receive a monthly benefit) which is reduced proportionately
based on the number of Boards on which the Director served and the number of
full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on both
Boards would count as a full month and any month during which the Director
served on either Board (but not both) would count as three-fourths of a month.
For example, if the Director served only 12 months on both Boards, then 24
months on one Board, and then ceased to serve on either Board, the Director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the director, part of the Bank and the company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or privilege, or
be construed as a waiver of any default or as any acquiescence therein, or shall
affect the right of the Bank and the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ Xxxxxxx X. Xxxxxx BY /s/ Xxxx X. Xxxx
WITNESS XXXX X. XXXX ("Director")
AMENDMENT TO DIRECOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1991, BETWEEN
CENTURY NATIONAL BANK, CENTURY BANCSHARES, INC., AND XXXX X. XXXX
To correct an error in the calculation of the retirement benefit in the
aforesaid Agreement, Paragraph 2 of such Agreement is hereby amended to read in
its entirety as follows:
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of$161,265.60 payable in monthly
installments of $895.92 for 180 consecutive months, commencing
on the first day of the month following the Director's 65th
birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time
of the Director's death, whichever occurs first.
All other terms and conditions of the aforesaid Director's
Compensation Agreement shall remain in full force and effect.
IN WITNESS HEREOF, the parties have executed this amendment effective as of the
26 day of January, 1995.
ATTEST CENTURY BANCSHARES, INC. ("Company")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
/s/ Xxxxxxxxx Xxxx-Xxxxx /s/ Xxxx X. Xxxx
Witness XXXX X. XXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxx X. Xxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$178,605 payable in monthly installments of $992.25 for 180 consecutive months,
commencing on the first day of the month following the Director's 65th birthday
(herein referred to as the "Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
2. a) Death Of Director Before Retirement Date. If the Director dies
before reaching the Retirement Date, the specified monthly installments which
otherwise would have been payable to the Director after the Retirement Date,
will instead be paid in monthly installments to the Director's Beneficiary; in
the same amounts and for the same period, commencing on the first date of the
month following what would have been the Retirement Date for the deceased
Director.
b) Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments
set forth in paragraph "1", the remaining monthly installment will be paid
to the Director's designated Beneficiary. The Beneficiary shall receive all
remaining installments which the Director would have received until the
total sum set forth in paragraph "1" has been paid. If the Director fails
to designate a beneficiary in writing to the Bank, the remaining monthly
installments after the time of the Director's death shall be paid to the
legal representative of the estate of the Director
.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Company or the Bank, fails to serve on the Boards
of Directors of both the Company and the Bank for five consecutive years,
the Director will receive compensation which is reduced proportionately
based on the number of Boards on which the Director served and the number
of full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on
both Boards would count as a full month and any month during which the
Director served on either Board (but not both) would count as three-fourths
of a month. For example, if the Director served only 12 months on both
Boards, then 24 months on one Board, and then ceased to serve on either
Board, the Director would be entitled to compensation based on the
equivalent of 30 full months of service (100% of 12 months plus 75% of 24
months). In such example, the Director would be entitled to 30/60 or 50% of
the compensation stated in paragraph "1" and/or "2" above. In determining
consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled
meetings of the Boards of Directors, except pursuant to the circumstances
set forth in paragraph "6" below. If Director dies before completing five
consecutive years of service, the year of the Director's death shall be
counted as a full year of service in determining consecutive years of
service for the purpose of calculating the proportionate compensation
payable to the Director's beneficiary pursuant to this Agreement.
4, Change of Control. In the event that there is a Change of Control
of the Bank or the Company, as hereinafter defined, any successor to the
control of the Bank or the Company shall be bound by the terms of this
Agreement. Should the successor to the Bank or the Company wish to remove
any Director then serving on the Board, or should such Director wish to
resign as a Director with the successor to the Bank or the Company, then
such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1" and/or "2", irrespective of any
reduction which might otherwise be required pursuant to paragraph "3"
above. For purposes of this Agreement, a "Change of Control" shall mean the
occurrence of one or more of the following: (a) a change in the Company's
or the Bank's status requiring prior notice to the Board of Governors of
the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended) of
beneficial ownership (as defined in Rule 13d-3 issued under that Act),
directly or indirectly, of securities representing more than fifty percent
(50%) of the combined voting power of the then outstanding voting
securities of the Company or the Bank entitled to vote generally in the
election of directors ("Voting Securities"), or (c) individuals who
constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a
director subsequent to the date of this Agreement whose election or whose
nomination for election by Company stockholders was approved by a majority
vote of the directors comprising the Incumbent Board shall be, for purposes
of this Agreement considered as though he or she will be a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with
respect to which those persons (as defined above) who were beneficial
owners of the Voting Securities of the Bank or of the Company immediately
prior to such reorganization, merger, or consolidation do not, following
such reorganization, merger, or consolidation, beneficially own, directly
or indirectly, shares representing more than 50% of the combined voting
power of the Voting Securities of the corporation resulting from such
reorganization, merger, or consolidation; or (e) a sale of all or of
substantially all of the assets of the Bank or of the Company.
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this
Agreement restrict the right of the shareholders of the Bank or the Company
to replace the Director, or the right of the Director to resign from the
Board of Directors or decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active
service on account of illness, disability, during any authorized vacation
or during temporary leaves of absence granted by the Bank and/or Company
for reasons of professional advancement, education, health, or government
service, or during military leave for any period if the Director is elected
to serve on the Board following such interruption.
7. Obligation of Director. In consideration of the foregoing
agreements of the Bank and of the payments to be made by the Bank pursuant
hereto, the Director hereby agrees that so long as the Director serves on
the Board of Directors, the Director will not actively engage, either
directly or indirectly, in any business or other activity which is or may
be deemed to be in any way competitive with or adverse to the best
interests of the business of the Bank or the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of
the Director and any attempt to sell, transfer, assign, pledge, encumber or
change the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of
an unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any
Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank and shall not be deemed to be
held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided
by the terms of such policy or other asset.
12. Governing Law. This Agreement shall be construed under and
governed by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank,
and the heirs and legal representatives of the Director. Any successor of
the Bank shall be deemed substituted for the Bank under the terms of this
Agreement. As used herein, the term "successor" shall include any person,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, acquires all or substantially all of the stock,
assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of
the day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
/s/ Xxxx X. Xxx BY /s/ Xxxx X. Xxxx
WITNESS Xxxx X. Xxxx, the Director
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXXX X. XXXXXXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $282,180.60 payable in monthly installments of
$1,567.67 for 180 consecutive months, commencing on the first day of the month
following the Director's 65th birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $184,635.00 payable in monthly installments of $1,025.75 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For purposes of this calculation, any month during which the Director
served on both Boards would count as a full month and any month during which the
Director served on either Board (but not both) would count as three-fourths of a
month. For example, if the Director served only 12 months on both Boards, then
24 months on one Board, and then ceased to serve on either Board, the Director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled on the Board, the Director would be entitled to 30/60 or 50%
of the monthly compensation stated in paragraph "2." Similarly, in the above
example, if the Director died after leaving the Board but before the Retirement
Date, the Director's Beneficiary would be entitled to 30/60 or 50% of the
monthly benefit stated in paragraph "3". In determining consecutive years of
service, beginning January 1, 1992, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below. In the event that there is a change of control of the Bank
or the Company while the Director is serving on the Board, there shall be no
reduction in compensation or benefits on account of the provisions of this
paragraph, except for any reduction resulting from the Director's failure to
fulfill the attendance requirement prior to the time the change of control takes
place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a
contract of employment between the parties, nor shall any provision of this
Agreement constitute an agreement by the Bank, the Company, the shareholders of
the Bank and the Company, to nominate or elect the Director as a director in the
future or restrict the right of the shareholders of the Bank or the Company to
remove the Director in accordance with the Bank's
and the Company's charter and by-laws. The Director retains the right
to resign from the Board of Directors or to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxx X. Xxxx
Vice President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ F. Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
WITNESS XXXXXX X. XXXXXXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxx X. Xxxxxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$239,700.60 payable in monthly installments of $1,331.67 for 180 consecutive
months, commencing on the first day of the month following the Director's 65th
birthday (herein referred to as the "Retirement Date"). Payments to the Director
will terminate when all such payments have been made or at the time of the
Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Company or the Bank, fails to serve on the Boards of
Directors of both the Company and the Bank for five consecutive years, the
Director will receive compensation which is reduced proportionately based on the
number of Boards on which the Director served and the number of full months
served in relation to the required service of 60 months. For purposes of this
calculation, any month during which the Director served on both Boards would
count as a full month and any month during which the Director served on either
Board (but not both) would count as three-fourths of a month. For example, if
the Director served only 12 months on both Boards, then 24 months on one Board,
and then ceased to serve on either Board, the Director would be entitled to
compensation based on the equivalent of 30 full months of service (100% of 12
months plus 75% of 24 months). In such example, the Director would be entitled
to 30/60 or 50% of the compensation stated in paragraph "1." In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Boards of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director will be entitled to receive the full compensation
stated in paragraph "1", notwithstanding any reduction which might otherwise be
required pursuant to paragraph "3."
5 Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxx X. Xxxx
Vice Chairman of the Board
/s/ Xxxxxxx Xxxxxxx BY /s/ Xxxxxx x. Xxxxxxxxx
WITNESS Xxxxxx X. Xxxxxxxxx, the Director
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Xxxxxx X. Xxxxxxxxx
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $154,485
payable in monthly installments of $858.25 per month for 180 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Company or the Bank, fails to serve on the
Boards of Directors of both the Company and the Bank for five consecutive years,
the Director will receive compensation which is reduced proportionately based on
the number of Boards on which the Director served and the number of full months
served in relation to the required service of 60 months. For purposes of this
calculation, any month during which the Director served on both Boards would
count as a full month and any month during which the Director served on either
board (but not both) would count as three-fourths of a month. For example, if
the Director served only 12 months on both Boards, then 24 months one Board, and
then ceased to serve on either board, the director would be entitled to
compensation based on the equivalent of 30 full months of service (100% of 12
months plus 75% of 24 months). In such example, the Director would be entitled
to 30/60 or 50% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereinafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 9th day of
July, 1997.
ATTEST CENTURY NATIONAL BANK (the Bank")
/s/ Xxxxx Xxxx By: /s/ Xxxx X. Xxxx
Vice Chairman
/s/ F. Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
Witness Xxxxxx X. Xxxxxxxxx ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXX X. XXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $349,126.20 payable in monthly installments of
$1,939.59 for 180 consecutive months, commencing on the first day of the month
following the Director's 65 birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $229,125.60 payable in monthly installments of $1,272.92 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ A. Rudi BY /s/ Xxxxx X. Xxxx
WITNESS XXXXX X. XXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXXXX X. XXXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $203,040.00 payable in monthly installments of
$1,128.00 for 180 consecutive months, commencing on the first day of the month
following the Director's 65th birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $135,030.60 payable in monthly installments of $750.17 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ Xxxxx X. Xxxxx BY /s/ Xxxxxxx X. Xxxxxx
WITNESS XXXXXXX X. XXXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxxx X. Xxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$162,151.20 payable in monthly installments of $900.84 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraphs "1" and/or "2." In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1", notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxx X. Xxxxxxx BY /s/ Xxxxxxx X. Xxxxxx
WITNESS Xxxxxxx X. Xxxxxx, the Director
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Xxxxxxx X. Xxxxxx
Paragraphs 1 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $102,983
payable in monthly installments of $572.13 per month for 180 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 20 day of
June, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxx X. Xxxxxxx BY /s/ Xxxxxxx X. Xxxxxx
Witness Xxxxxxx X. Xxxxxx ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of March,
1992, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXX X. XXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $145,425.60 payable in monthly installments of $807.92
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $113,011.20 payable in monthly installments of $627.84 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will receive a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2". Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank or the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its term.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ V. Xxxx BY /s/ Xxxx X. Xxxxx
WITNESS XXXX X. XXXXX ("Director")
AMENDMENT TO DIRECOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK,
CENTURY BANCSHARES, INC., AND XXXX X. XXXXX
To reflect an increase in director compensation and its effect upon the
calculation of the retirement benefit in the aforesaid Agreement, Paragraph 2 of
such Agreement is hereby amended to read in its entirety as follows:
2. Retirement Benefit: The Bank and the Company agree to
pay the Director the total sum of 152,697.60 payable in
monthly installments of $848.32 for 180 consecutive months,
commencing on the first day of the month following the
Director's 65th birthday ("Retirement Date"). Payments to
the Director will terminate when all such payments have been
made or at the time of the Director's death, whichever
occurs first.
All other terms and conditions of the aforesaid Director's Compensation
Agreement shall remain in full force and effect.
IN WITNESS HEREOF, the parties have executed this amendment effective as of the
1st day of January, 1996.
ATTEST CENTURY BANCSHARES, INC. ("Company")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
President
/s/ Jan A. Man /s/ Xxxx X. Xxxxx
Witness Xxxx X. Xxxxx
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxx X. Xxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Boards ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family and/or other beneficiaries after the
Director's death ; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$177,044 payable in monthly installments of $983.58 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the Director
should die before the Retirement Date, the Bank agrees to pay the total sum of
$112,827 payable in monthly installments of $854.75 per month for 132
consecutive months, commencing on the first day of the month following the
date of the Director's death, to the Director's then living Beneficiary
designated in writing to the Bank, if any, for the life of said Beneficiary;
if none, then to the Director's then living spouse, if any, for the life of
said spouse, if none, or from and after the death of said spouse, then to the
then living children of the Director, if any, in equal shares, for their joint
and survivor lives; and if none, or after their respective joint and survivor
lives, any balance thereof in one lump sum to the estate of the Directors.
3. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or Change of Control of the Company or the Bank, fails to serve
on the Boards of Directors of both the company and the Bank for five consecutive
years, the Director will receive compensation which is reduced proportionately
based on the number of Boards on which the Director served and the number of
full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on both
Boards would count as a full month and any month during which the Director
served on either Board (but not both) would count as three-fourths of a month.
For example, if the Director served only 12 months on both Boards, then 24
months on one Board, and then ceased to serve on either board, the director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled to 30/60 or 50% of the compensation stated in paragraph "1"
and/or "2" above. In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the boards of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a Change of Control of
the Bank or the Company, as hereinafter defined, any successor to the control of
the Bank or the Company shall be bound by the terms of this Agreement. Should
the successor to the Bank or the Company wish to remove any Director then
serving on the Board, or should such Director wish to resign as a Director with
the successor to the Bank or the Company, then such Director and/or Beneficiary
will be entitled to receive the compensation stated in paragraphs "1", "2",
and/or "3", irrespective of any reduction which might otherwise be required
pursuant to paragraph "4" above. For purposes of this Agreement, a "Change of
Control" shall mean the occurrence of one or more of the following: (a) a change
in the Company's or the Bank's status requiring prior notice to the Board of
Governors of the Federal Reserve System and/or the Office of the Comptroller of
the Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial
ownership (as defined in Rule 13d-3 issued under that Act), directly or
indirectly, of securities representing more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the Company
or the Bank entitled to vote generally in the election of directors ("Voting
Securities"), or (c) individuals who constitute a majority of the board of
directors of the Company on the date of this Agreement ("Incumbent Board") cease
for any reason to constitute at least a majority of that Board, provided that
any person becoming a director subsequent to the date of this Agreement whose
election or whose nomination for election by Company stockholders was approved
by a majority vote of the directors comprising the Incumbent Board shall be, for
purposes of this Agreement considered as though he or she were a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with respect
to which those persons (as defined above) who were beneficial owners of the
Voting Securities of the Bank or of the Company immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, shares
representing more than 50% of the combined voting power of the Voting Securities
of the corporation resulting from such reorganization, merger, or consolidation;
or (e) a sale of all or of substantially all of the assets of the Bank or of the
Company.
6. Suicide. No payment will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ BY /s/ Xxxx X. Xxxxx
WITNESS Xxxx X. Xxxxx, the Director
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXX X. XXXXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $300,256.20 payable in monthly installments of
$1,668.09 for 180 consecutive months, commencing on the first day of the month
following the Director's 65th birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $179,955 payable in monthly installments of $999.75 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ Xxxxxxxxx X. Xxxxx BY /s/ Xxxxx X. Xxxxxxx
WITNESS XXXXX X. XXXXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxx X. Xxxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$215,026.20 payable in monthly installments of $1,194.59 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1". In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6 below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraphs "1", irrespective of any reduction which might
otherwise be required pursuant to paragraph "3."
5 Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12 Governing Law. This Agreement shall be construed under and governed by
the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the successors and assigns of the Bank, and the
heirs and legal representatives of the Director. Any successor of the Bank shall
be deemed substituted for the Bank under the terms of this Agreement. As used
herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of
the day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxxx Xxxxx BY /s/ Xxxxx X. Xxxxxxx
WITNESS Xxxxx X. Xxxxxxx, the Director
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Xxxxx X. Xxxxxxx
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $137,452
payable in monthly installments of $763.62 per month for 180 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 30th day of
June, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
President
/S/ Xxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxx
Witness Xxxxx X. Xxxxxxx ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the sixth day of June,
1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank") and Xxxxx
Xxxxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank and/or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family and/or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank and/or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$100,315.80 payable in monthly installments of $557.31 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the Director
should die before the Retirement Date, the Bank agrees to pay the total sum of
$115,834.68 payable in monthly installments of $742.53 per month for 156
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living children of
the Director, if any, in equal shares, for their joint and survivor lives; and
if none, or after their respective joint and survivor lives, any balance thereof
in one lump sum to the estate of the Director.
3. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or a change of control of the Bank or the Company, fails to
serve on the Board of Directors for five consecutive years, the Director and/or
Beneficiary will receive compensation which is reduced proportionately based on
the number of full months served in relation to the required service of 60
months. For example, if the Director serves only 36 months, the Director will be
entitled to 36/60 or 60% of the compensation stated in paragraphs "1", "2"
and/or "3" above. In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a Change of Control of
the Bank or the Company, as hereinafter defined, any successor to the control of
the Bank or the Company shall be bound by the terms of this Agreement. Should
the successor to the Bank or the Company wish to remove any Director then
serving on the Board, or should such Director wish to resign as a Director with
the successor to the Bank or the Company, then such Director and/or Beneficiary
will be entitled to receive the compensation stated in paragraphs "1", "2",
and/or "3", irrespective of any reduction which might otherwise be required
pursuant to paragraph "4" above. For purposes of this Agreement, a "Change of
Control" shall mean the occurrence of one or more of the following: (a) a change
in the Company's or the Bank's status requiring prior notice to the Board of
Governors of the Federal Reserve System and/or the Office of the Comptroller of
the Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial
ownership (as defined in Rule 13d-3 issued under that Act), directly or
indirectly, of securities representing more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the Company
or the Bank entitled to vote generally in the election of directors ("Voting
Securities"), or (c) individuals who constitute a majority of the board of
directors of the Company on the date of this Agreement ("Incumbent Board") cease
for any reason to constitute at least a majority of that Board, provided that
any person becoming a director subsequent to the date of this Agreement whose
election or whose nomination for election by Company stockholders was approved
by a majority vote of the directors comprising the Incumbent Board shall be, for
purposes of this Agreement considered as though he or she were a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with respect
to which those persons (as defined above) who were beneficial owners of the
Voting Securities of the Bank or of the Company immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, shares
representing more than 50% of the combined voting power of the Voting Securities
of the corporation resulting from such reorganization, merger, or consolidation;
or (e) a sale of all or of substantially all of the assets of the Bank or of the
Company.
6. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to, unpledged, unrestricted asset of the Bank and shall not
be deemed to be held under any trust for the benefit of the Director or any
Beneficiary or to be held in any way as collateral security for the fulfilling
of the obligations of the Bank under this Agreement, except as expressly
provided by the terms of such policy or other asset.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxxxx X. Xxxx BY /s/ Xxxxx Xxxxxxxx
WITNESS Xxxxx Xxxxxxxx ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXXX X. XXXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $85,966.20 payable in monthly installments of $477.59
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $82,536.48 payable in monthly installments of $573.17 for 144
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
/s/ F/ Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
WITNESS XXXXXX X. XXXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxx X. Xxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$103,395.60 payable in monthly installments of $574.42 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraphs "1". In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1", notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5 Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxx X. XxXxxxx BY /s/ Xxxxxx X. Xxxxxx
WITNESS Xxxxxx X. Xxxxxx, the Director
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Xxxxxx X. Xxxxxx
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $60,089
payable in monthly installments of $715.35 per month for 84 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 9th day of
July, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxxxx X. Plefupulis /s/ Xxxxxx X. Xxxxxx
Witness Xxxxxx X. Xxxxxx ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXXXX X. XXXXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $116,251.20 payable in monthly installments of $645.84
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $95,019.12 payable in monthly installments of $565.59 for 168
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of the Company and the Bank for five consecutive
years, the Director will receive a monthly compensation or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of Boards on which the Director served and the number of
full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on both
Boards would count as a full month and any month during which the Director
served on either Board (but not both) would count as three-fourths of a month.
For example, if the Director served only 12 months on both Boards, then 24
months on one Board, and then ceased to served on either Board, the Director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, part of the Bank and the Company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or privilege, or
be construed as a waiver of any default or as any acquiescence therein, or shall
affect the right of the Bank and the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxx X. Xxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxx X. Xxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ Xxxxxx X. BY /s/ Xxxxxxx X. Xxxxxxx
WITNESS XXXXXXX X. XXXXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxxx X. Xxxxxxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$101,779.20 payable in monthly installments of $565.44 for 180 consecutive
months, commencing on the first day of the month following the Director's 65th
birthday (herein referred to as the "Retirement Date"). Payments to the Director
will terminate when all such payments have been made or at the time of the
Director's death, whichever occurs first.
2. a) Death Of Director Before Retirement Date. If the Director dies before
reaching the Retirement Date, the specified monthly installments which otherwise
would have been payable to the Director after the Retirement Date, will instead
be paid in monthly installments to the Director's Beneficiary; in the same
amounts and for the same period, commencing on the first date of the month
following what would have been the Retirement Date for the deceased Director.
b) Death of Director After Retirement Date. If the Director dies after the
Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a change of
control of the Company or the Bank, fails to serve on the Boards of Directors of
both the Company and the Bank for five consecutive years, the Director will
receive compensation which is reduced proportionately based on the number of
Boards on which the Director served and the number of full months served in
relation to the required service of 60 months. For purposes of this calculation,
any month during which the Director served on both Boards would count as a full
month and any month during which the Director served on either Board (but not
both) would count as three-fourths of a month. For example, if the Director
served only 12 months on both Boards, then 24 months on one Board, and then
ceased to serve on either Board, the Director would be entitled to compensation
based on the equivalent of 30 full months of service (100% of 12 months plus 75%
of 24 months). In such example, the Director would be entitled to 30/60 or 50%
of the compensation stated in paragraph "1" and/or "2" above. In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Boards of Directors, except pursuant to the circumstances set forth in paragraph
"6" below. If Director dies before completing five consecutive years of service,
the year of the Director's death shall be counted as a full year of service in
determining consecutive years of service for the purpose of calculating the
proportionate compensation payable to the Director's beneficiary pursuant to
this Agreement.
4. Change of Control. In the event that there is a Change of Control of the
Bank or the Company, as hereinafter defined, any successor to the control of the
Bank or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will be a member of the Incumbent
Board; or (d) a reorganization, merger, or consolidation with respect to which
those persons (as defined above) who were beneficial owners of the Voting
Securities of the Bank or of the Company immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, shares
representing more than 50% of the combined voting power of the Voting Securities
of the corporation resulting from such reorganization, merger, or consolidation;
or (e) a sale of all or of substantially all of the assets of the Bank or of the
Company.
5. Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be deemed
to have been terminated or interrupted due to absence from active service on
account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ Xxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxxx X. Xxxxxxx
WITNESS Xxxxxxx X. Xxxxxxx, the Director
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and XXXXXXX X. XXXXX ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $145,425.60 payable in monthly installments of $807.92
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $113,011.20 payable in monthly installments of $627.84 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and 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 the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ Xxxxxxx X. Xxxxxxx BY /s/ Xxxxxx X. Xxxxxx
President
/s/ Xxxxxxx X. Xxxxx BY /s/ Xxxxxxx X. XxXxx
WITNESS XXXXXXX X. XXXXX ("Director")
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Xxxxxxx X. XxXxx (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$136,305.00 payable in monthly installments of $757.25 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraphs "1" . In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1" notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank 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 the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Xxxxxxx Xxxxxxx BY /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxxxx X. Xxxxx BY /s/ Xxxxxxx X. XxXxx
WITNESS Xxxxxxx X. XxXxx, the Director
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Xxxxxxx X. XxXxx
Paragraphs 1 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $90,368
payable in monthly installments of $579.28 per month for 156 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 25th day
of June, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
President
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. XxXxx
Witness Xxxxxxx X. XxXxx ("Director")
CENTURY DIRECTORS' TRUST
APPENDIX B
The Trustees of this Trust shall be those persons for whom a written
consent to serve as Trustee has been executed and not withdrawn, a true and
correct copy of which is attached to this Appendix B.
CENTURY DIRECTORS' TRUST
CONSENT TO SERVE AS TRUSTEE
The undersigned hereby accepts and agrees to serve as Institutional
Trustee of the Century Directors' Trust and to discharge and perform fully the
duties and obligations imposed under such Trust Agreement.
This consent to serve as Trustee is executed this 10 day of September,
1998.
First National Bank of Maryland
FMB Trust, NA
By: /s/ Xxxxxxx Xxxxxxxx
Title: /s/ Vice President
Witness: By: /s/ Xxxx X. Xxxxx
Title: Vice President
Witness:
CENTURY DIRECTORS' TRUST
APPENDIX B
The Trustees of this Trust shall be those persons for whom a written
consent to serve as Trustee has been executed and not withdrawn, a true and
correct copy of which is attached to this Appendix B.
CENTURY DIRECTORS' TRUST
CONSENT TO SERVE AS TRUSTEE
The undersigned hereby accepts and agrees to serve as Trustee of the
Century Directors' Trust and to discharge and perform fully the duties and
obligations imposed under such Trust Agreement.
This consent to serve as Trustee is executed this 24 day of June, 1998.
Xxxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxxxxx
Witness: By: /s/ Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Witness: By: _______________________
Title: ______________________
CENTURY DIRECTORS' TRUST
APPENDIX B
The Trustees of this Trust shall be those persons for whom a written
consent to serve as Trustee has been executed and not withdrawn, a true and
correct copy of which is attached to this Appendix B.
CENTURY DIRECTORS' TRUST
CONSENT TO SERVE AS TRUSTEE
The undersigned hereby accepts and agrees to serve as Trustee of the
Century Directors' Trust and to discharge and perform fully the duties and
obligations imposed under such Trust Agreement.
This consent to serve as Trustee is executed this 25 day of June, 1998.
X. X. Xxxxxxx
/s/ X. X. Xxxxxxx
Witness: By: /s/ Xxxxx X. McGiffitt
Title: Chief Financial Officer
Witness: By: /s/ Xxxxxxx X. Xxxxx
Title: ______________________
