EX-10.(I) 13 dex10i.htm EXECUTIVE SALARY CONTINUATION AGREEMENT COMPASS BANK FOR SAVINGS EXECUTIVE SALARY CONTINUATION AGREEMENT
EXHIBIT 10(i)
COMPASS BANK FOR SAVINGS
EXECUTIVE SALARY CONTINUATION AGREEMENT
AGREEMENT by and between Compass Bank for Savings of New Bedford, Massachusetts (hereinafter called the “Corporation”) and Xxxxxxx X. Xxxxxxx of South Dartmouth, Massachusetts, (hereinafter called the “Executive”), is entered into this 4th day of December, 2003.
WHEREAS, the Executive is currently serving the Corporation as Executive Vice President/Retail; and
ARTICLE ONE
The benefits provided by this Agreement are not part of any salary reduction plan or an arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payment or bonus in lieu of these salary continuation benefits.
ARTICLE TWO
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from the Corporation. If the Benefit commences prior to age sixty-five (65), said Benefit shall be equal to a reduced amount determined as provided below (with appropriate interpolation between ages).
RETIREMENT AGE | PERCENTAGE OF AGE SIXTY-FIVE BENEFIT | |
64 | .9346 | |
63 | .8734 | |
62 | .8163 | |
61 | .7629 | |
60 | .7130 | |
59 | .6663 | |
58 | .6227 | |
57 | .5820 | |
56 | .5439 | |
55 | .5083 |
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2.07 Definition of Change in Control. A “Change in Control” means either of the following:
(a) a change in control of a nature that would be required to be reported by Seacoast Financial Services Corporation (the “Holding Company”) or the Corporation in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), whether or not the Holding Company or the Corporation in fact is required to comply with Regulation 14A thereunder; or
(b) the acquisition of “control” as defined in the Bank Holding Company Act of 1956, as amended or the regulations thereunder, or as defined in the Change in Bank Control Act of 1978 or the regulations thereunder, of the Holding Company or the Corporation by any person, company or other entity; provided that, without limitation,
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such a Change in Control shall be deemed to have occurred if (1) any “person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Holding Company or the Corporation or a corporation owned, directly or indirectly, by the stockholders of the Holding Company in substantially the same proportions as their ownership of stock of the Holding Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Holding Company representing 25% or more of the combined voting power of the Holding Company’s then outstanding securities; or (2) during any period of two consecutive years (not including any period prior to the effective date of this plan), individuals who at the beginning of such period constitute the Board of Directors of the Holding Company and any new director (other than a director designated by a person who has entered into an agreement with the Holding Company to effect a transaction described in clauses (1) or (3) of this subsection) whose election by the Board or nomination for election by the Holding Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (3) the consummation of a merger or consolidation of the Holding Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least two-thirds (2/3) of the combined voting power of the voting securities of the Holding
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Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Holding Company approve a plan of complete liquidation of the Holding Company or an agreement for the sale or disposition by the Holding Company of all or substantially all the Holding Company’s assets.
ARTICLE THREE
3.01 Death of Executive. Upon the death of the Executive while in the employ of the Corporation, the Corporation will pay to the Executive’s beneficiary or beneficiaries an annual amount equal to twenty-five percent (25%) of the Executive’s annual salary (prior to any salary reduction contributions to any Section 401(k) plan, Section 125 plan or non-qualified deferred compensation plan) immediately preceding the Executive’s death for a period of fifteen (15) years. The Executive shall provide a written designation of beneficiary, including contingent beneficiaries, if any, to the Corporation. If no beneficiary is designated or if no beneficiary is alive when any payment is due, then such payment shall be made to the Executive’s estate. The Corporation, in its sole discretion, may pay the benefits pursuant to this paragraph in any actuarial equivalent form as defined in Section 2.03. The Executive shall have the right to change such beneficiary designation while employed by the Corporation or while receiving benefits hereunder by executing and delivering to the Corporation an authorization duly executed effecting such change.
3.02 Payments After Retirement. In the event of the death of the Executive after payments hereunder have commenced but prior to payment in full hereunder, the remaining benefits, if any, shall be paid to the beneficiary or beneficiaries designated by such deceased Executive pursuant to this Agreement.
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ARTICLE FOUR
4.01 Termination of Employment. If the Executive’s employment with the Corporation terminates for other than as provided in Section 4.02 prior to age fifty-five (55) for any reason other than death or disability, she shall forfeit all rights to a benefit under this Agreement; provided, however, the Executive shall be entitled to receive a benefit, commencing upon the attainment of age sixty-five (65) equal to five percent (5%) of the benefit she would have received under Section 2.01 had she continued in employment for each year of service after attaining the age of thirty-five (35).
ARTICLE FIVE
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fifteen (15) year payout of benefits been in effect. Notwithstanding the foregoing, this Section 5.01 shall cease to apply from and after a Change in Control.
ARTICLE SIX
ARTICLE SEVEN
ARTICLE EIGHT
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time shall the Executive be deemed to have any right, title, or interest in or to any specified asset or assets of the Corporation, including, but not by way of restriction, any insurance or annuity contract or contracts or the proceeds therefrom or any trust established hereunder.
Any such policy, contract or asset shall not in any way be considered to be security for the performance of the obligations of this Agreement.
If the Corporation purchases a life insurance or annuity policy on the life of the Executive, she agrees to sign any papers that may be required for that purpose and to undergo any medical examination or tests which may be necessary, and generally cooperate with the Corporation in securing such policy.
ARTICLE NINE
ARTICLE TEN
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ARTICLE ELEVEN
To the Corporation:
Compass Bank for Savings
Xxx Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
To the Executive:
Xxxxxxx X. Xxxxxxx
Address on file with the Corporation
Each party shall have the right by written notice to change the place to which any notice may be addressed.
12.01 Claims Procedure. In the event that benefits under this Agreement are not paid to the Executive (or her beneficiary in the case of the Executive’s death), and such person feels entitled to receive them, a claim shall be made in writing to the Corporation within sixty (60) days after written notice from the Corporation to the Executive or her beneficiary or personal representative that payments are not being made or are not to be made under this Agreement. Such claim shall be reviewed by the Corporation. If the claim is approved or denied, in full or in part, the Corporation shall provide a written notice of approval or denial within sixty (60) days setting forth the specific reason for denial, specific reference to the provisions of this Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim, if any. Also, such written notice shall indicate the steps to be taken of a review of the denial is desired.
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If a claim is denied and a review is desired, the Executive (or beneficiary in the case of the Executive’s death), shall notify the Corporation in writing within twenty (20) days (and a claim shall be deemed denied if the Corporation does not take any action within the aforesaid sixty (60) day period). In requesting a review, the Executive or her beneficiary may review this Agreement or any documents relating to it and submit any written issues and comments she or she may feel appropriate. In its sole discretion the Corporation shall then review the claim and provide a written decision within sixty (60) days. This decision likewise shall state the specific reasons for the decision and shall include reference to specific provisions of this Agreement on which the decision is based.
Any decision of the Corporation shall not be binding on the Executive, her personal representative, or any beneficiary without consent, nor shall it preclude further action by the Executive, her personal representative or any beneficiary.
ARTICLE THIRTEEN
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ATTEST: | COMPASS BANK FOR SAVINGS | |||||
| By: | /S/ XXXXX X. XXXXXXXXX | ||||
Secretary | Title: | President and Chief Executive Officer |
EXECUTIVE | ||||
| /S/ XXXXXXX X. XXXXXXX | |||
Witness | Xxxxxxx X. Xxxxxxx |
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