EXHIBIT 10.3
SUPPLEMENTAL RETIREMENT AGREEMENT
AGREEMENT, made this 8th day of October 2002, by and between The Minden
Building and Loan Association (hereinafter referred to as the "Association" or
"Employer"), and A. Xxxxx Xxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Executive is currently the President and Chief Executive
Officer of the Association; and
WHEREAS, to induce the Executive to continue in its employ, the
Association is willing to supplement the benefits payable to the Executive under
the Association's 401k retirement plan;
NOW, THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, the parties hereby agree as follows:
1. Retirement Benefit. If the Executive remains in the employ of the
Employer to age seventy (70), the Executive shall be entitled to receive from
the Employer, upon retirement, an annual supplemental retirement benefit equal
to $36,000 (the "Supplemental Retirement Benefit"), payable in equal monthly
installments of $3,000 for ten (10) years.
2. Disability or Death.
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(a) In the event that the Executive becomes disabled while in the
employ of the Employer, the Executive shall be entitled to receive the
Supplemental Retirement Benefit payable in equal monthly installments beginning
with the first day of the month coinciding with or next following the disability
of the Executive and continuing thereafter for a period of ten (10) years. For
purposes hereof, disabled or disability shall mean any physical or mental
impairment which qualifies the Executive for long-term disability benefits under
the Community Bankers of Louisiana Long-Term Disability Plan, issued and
administered by Unum Life Insurance Company of America, or any successor
disability plan maintained by the Employers or, if no such plan applies, which
would qualify the Executive for disability under the Federal Social Security
System. Nothing contained in this Agreement shall limit or affect the
Executive's right to the continuation of his salary during any waiting period
imposed by the disability plan.
(b) In the event that the Executive commences to receive
Supplemental Retirement Benefits under this Agreement and dies prior to the
receipt of ten (10) years of such benefits, the remainder of the Supplemental
Retirement Benefits shall be payable until the expiration of such term to the
beneficiary(ies) designated by the Executive. In the event the Executive dies
while employed by the Employer whether before or after age seventy (70), the
beneficiary(ies) designated by the Executive shall receive the Supplemental
Retirement Benefit payable in equal monthly installments beginning with the
first day of the month next following Executive's death.
3. Termination of Employment.
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(a) In the event that the Executive's employment with the Employer is
terminated, other than for Cause (as defined herein), following a Change in
Control of the Employer, the Executive shall receive the Supplemental Retirement
Benefit set forth in Section 1 hereof. For purposes of this
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Agreement, Change in Control shall mean a change in control of Minden Bancorp,
Inc. ("Bancorp") of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act") or any successor thereto
whether or not Bancorp is registered under Exchange Act; provided that, without
limitation, such a Change in Control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of Bancorp representing 25%
or more of the combined voting power of Bancorp's then outstanding securities
(other than Minden Mutual Holding Company); or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of Bancorp cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for election by
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period, provided further, however, that the conversion of Minden Mutual Holding
Company to stock form shall not be considered to be a "Change in Control of the
Employer."
(b) In the event that the Executive's employment with the Employer
is terminated for Cause the Executive shall not be entitled to receive any
Supplemental Retirement Benefits under this Agreement. For purposes of this
Agreement, termination of the Executive's employment for Cause shall mean
termination because of personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order or
material breach of any provision of this Agreement. For purposes of this
paragraph, no act or failure to act on the Executive's part shall be considered
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the Executive's action or omission was in the
best interest of the Association.
4. Designation of Beneficiary. The Executive may from time to time, by
providing a written notification to the Employer, designate any person or
persons (who may be designated concurrently, contingently or successively), his
estate or any trust or trusts created by him to receive benefits which are
payable under this Agreement. Each beneficiary designation shall revoke all
prior designations and will be effective only when filed in writing with the
Employer's Human Resource Committee, or any successor thereto (the "Committee").
If the Executive fails to designate a beneficiary or if a beneficiary dies
before the date of the Executive's death and no contingent beneficiary has been
designated, then the benefits which are payable as aforesaid shall be paid to
his estate. If benefits commence to be paid to a beneficiary and such
beneficiary dies before all benefits to which such beneficiary is entitled have
been paid, the remaining benefits shall be paid to the successive beneficiary or
beneficiaries designated by the Executive, if any, and if none to the estate of
such beneficiary. In the event payment is to be made to the estate of the
Executive or the estate of a designated beneficiary, the Association may elect
to make the payment in a lump sum using a discount rate equal to 5% rate of
interest.
5. Claims Procedure. The Executive or his designated beneficiary or
beneficiaries may make a claim for benefits under this Agreement by filing a
written request with the Committee. If a claim is wholly or partially denied,
the Committee shall furnish the claimant with written notice setting forth in a
manner calculated to be understood by the claimant;
(a) the specific reason or reasons for the denial;
(b) specific reference to the pertinent provisions of this Agreement
on which the denial is based;
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(c) a description of any additional material or information
necessary for the claimant to perfect his claim and an explanation why such
material or information is necessary; and
(d) appropriate information as to the steps to be taken if the
claimant wishes to submit his claim for review.
Such notice shall be furnished to the claimant within ninety (90) days
after the receipt of his claim, unless special circumstances require an
extension of time for processing his claim. If an extension of time for
processing is required, the Committee shall, prior to the termination of the
initial ninety (90) day period, furnish the claimant with written notice
indicating the special circumstances requiring an extension and the date by
which the Committee expects to render its decision. In no event shall an
extension exceed a period of ninety (90) days from the end of the initial ninety
(90) day period.
A claimant may request the Committee to review a denied claim. Such
request shall be in writing and must be delivered to the Committee within sixty
(60) days after receipt by the claimant of written notification of denial of
claim. A claimant or his duly authorized representative may;
(a) review pertinent documents, and
(b) submit issues and comments in writing.
The Committee shall notify the claimant of its decision on review not
later than sixty (60) days after receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than one hundred
twenty (120) days after receipt of a request for review. If an extension of time
for review is required because of special circumstances, written notice of the
extension must be furnished to the claimant prior to the commencement of the
extension. The Committee's decision on the review shall be in writing and shall
include specific reasons for the decision, as well as specific references to the
pertinent provisions of this Agreement on which the decision is based.
6. Unsecured Promise. Nothing contained in this Agreement shall create or
require the Employer to create a trust of any kind to fund the benefits payable
hereunder. To the extent that the Executive or any other person acquires a right
to receive payments from the Employer, such right shall be no greater than the
right of any unsecured general creditor of the Employer.
7. Assignment. The right of the Executive or any other person to the
payment of benefits under this Agreement shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, and any
attempt to cause such benefits to be so subjected shall not be recognized by the
Employer.
8. Employment. Nothing contained herein shall be construed to grant the
Executive the right to be retained in the employ of the Employer or any other
rights or interests other than those specifically set forth.
9. Amendment. This Agreement shall be binding upon and inure to the
benefit of the Employer and the Executive.
10. Successors. This Agreement shall be binding upon and inure to the
benefit of the Employer, it successors and assigns and the Executive and his
heirs, executors, administrators, and legal representatives.
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11. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Louisiana.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
Attest: The Minden Building and Loan Association
By: /s/ Xx. X. Xxxx Xxxx, Jr.
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Member of the Board of Directors
By: /s/ A. Xxxxx Xxxxx
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A. Xxxxx Xxxxx
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