Exhibit 10(vii)
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
EXECUTIVE AGREEMENT
THIS AGREEMENT is made and entered into this 10th day of March, 2003, by
and between the Carolina Bank, a bank organized and existing under the laws of
the State of North Carolina (hereinafter referred to as the "Bank"), and Gunnar
X.X. Xxxxxx, an Executive of the Bank (hereinafter referred to as the
"Executive").
WHEREAS, the Executive is now in the employ of the Bank and has for many
years faithfully served the Bank. It is the consensus of the Board of Directors
(hereinafter referred to as the "Board") that the Executive's services have been
of exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Bank in its field of activity.
The Board further believes that the Executive's experience, knowledge of
corporate affairs, reputation and industry contacts are of such value, and the
Executive's continued services so essential to the Bank's future growth and
profits, that it would suffer severe financial loss should the Executive
terminate their services;
ACCORDINGLY, the Board has adopted the Carolina Bank Executive Supplemental
Retirement Plan (hereinafter referred to as the "Executive Plan") and it is the
desire of the Bank and the Executive to enter into this Agreement under which
the Bank will agree to make certain payments to the Executive upon the
Executive's retirement or to the Executive's beneficiary(ies) in the event of
the Executive's death pursuant to the Executive Plan;
FURTHERMORE, it is the intent of the parties hereto that this Executive
Plan be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Executive, and be considered a
non-qualified benefit plan for purposes of the Employee Retirement Security Act
of 1974, as amended ("ERISA"). The Executive is fully advised of the Bank's
financial status and has had substantial input in the design and operation of
this benefit plan; and
NOW THEREFORE, in consideration of services the Executive has performed in
the past and those to be performed in the future, and based upon the mutual
promises and covenants herein contained, the Bank and the Executive agree as
follows:
I. DEFINITIONS
A. Effective Date:
The Effective Date of the Executive Plan shall be December 24, 2002.
B. Plan Year:
Any reference to the "Plan Year" shall mean a calendar year from
January 1st to December 31st. In the year of implementation, the term
"Plan Year" shall mean the period from the Effective Date to December
31st of the year of the Effective Date.
C. Retirement Date:
Retirement Date shall mean retirement from service with the Bank that
becomes effective on the first day of the calendar month following the
month in which the Executive reaches age sixty-five (65) or such later
date as the Executive may actually retire.
D. Early Retirement Date:
Early Retirement Date shall mean a retirement from service which is
effective prior to the Normal Retirement Age stated herein, provided
the Executive has attained age sixty-two (62).
E. Termination of Service:
Termination of Service shall mean the Executive's voluntary
resignation of service by the Executive or the Bank's discharge of the
Executive without cause, prior to the Early Retirement Date
(Subparagraph I [D]).
F. Index Retirement Benefit:
The Index Retirement Benefit for each Executive in the Executive Plan
for each Plan Year shall be equal to the excess (if any) of the Index
(Subparagraph I [G]) for that Plan Year over the Opportunity Cost
(Subparagraph I [H]) for that Plan Year.
G. Index:
The Index for any Plan Year shall be the aggregate annual after-tax
income from the life insurance contract(s) described hereinafter as
defined by FASB Technical Bulletin 85-4. This Index shall be applied
as if such insurance contract(s) were purchased on the Effective Date
of the Executive Plan.
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Insurance Company: Mass Mutual Life Insurance Company
Policy Form: Adjustable Life
Policy Name: Strategic Life Executive
Insured's Age and Sex: 50, Male
Riders: None
Ratings: According to the health of the proposed
insured
Option: Level
Face Amount: $1,051,215
Premiums Paid: $415,500
Number of Premium Payments: Single
Assumed Purchase Date: December 24, 2002
Insurance Company: Southland Life Insurance Company
Policy Form: Flexible Premium Adjustable Life
Policy Name: Max Universal Life
Insured's Age and Sex: 50, Male
Riders: None
Ratings: According to the health of the proposed
insured
Option: Level
Face Amount: $1,154,799
Premiums Paid: $415,500
Number of Premium Payments: Single
Assumed Purchase Date: December 24, 2002
If such contracts of life insurance are actually purchased by the
Bank, then the actual policies as of the dates they were actually
purchased shall be used in calculations under this Executive Plan. If
such contracts of life insurance are not purchased or are subsequently
surrendered or lapsed, then the Bank shall receive annual policy
illustrations that assume the above-described policies were purchased
or had not subsequently surrendered or lapsed. Said illustration shall
be received from the respective insurance companies and will indicate
the increase in policy values for purposes of calculating the amount
of the Index.
In either case, references to the life insurance contracts are merely
for purposes of calculating a benefit. The Bank has no obligation to
purchase such life insurance and, if purchased, the Executive and the
Executive's beneficiary(ies) shall have no ownership interest in such
policy and shall always have no greater interest in the benefits under
this Executive Plan than that of an unsecured creditor of the Bank.
H. Opportunity Cost:
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The Opportunity Cost for any Plan Year shall be calculated by taking
the sum of the amount of premiums for the life insurance policies
described in the definition of "Index" plus the amount of any
after-tax benefits paid to the Executive pursuant to the Executive
Plan (Paragraph II hereinafter) plus the amount of all previous years'
after-tax Opportunity Cost, and multiplying that sum by the three (3)
year average after-tax yield of a one-year Treasury xxxx.
I. Change of Control:
Change of Control means the cumulative transfer of more than fifty
percent (50%) of the voting stock of the Bank from the Effective Date
of this Executive Plan. For the purposes of this Executive Plan,
transfers on account of deaths or gifts, transfers between family
members or transfers to a qualified retirement plan maintained by the
Bank shall not be considered in determining whether there has been a
Change of Control.
J. Normal Retirement Age:
Normal Retirement Age shall mean the date on which the Executive
attains age sixty-five (65).
K. Benefit Accounting:
The Bank shall account for the benefit provided herein using the
regulatory accounting principles of the Bank's primary federal
regulator. The Bank shall establish an accrued liability retirement
account for the Executive into which appropriate reserves shall be
accrued.
II. INDEX BENEFITS
A. Retirement Benefits:
Subject to Subparagraph II (E) hereinafter, an Executive who remains
in the employ of the Bank until the Normal Retirement Age
(Subparagraph I [J]) shall be entitled to receive an annual benefit
amount equal to the amount set forth in Exhibit A-1. Said payments
shall be made monthly (1/12th of the annual benefit) and shall
commence thirty (30) days following the Executive's retirement and
shall continue until the Executive attains age seventy-seven (77).
Upon completion of the aforestated payments and commencing subsequent
thereto and subject to Subparagraph II (A) (i) hereinbelow, the Index
Retirement Benefit (Subparagraph I [F]) for each Plan Year subsequent
to the year in which the Executive attains age seventy-seven (77), and
including the remaining portion of the Plan Year in which the
Executive attains age seventy-seven (77) shall be paid to the
Executive until the Executive's death.
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(i) The Index Retirement Benefit Adjustment:
The Index Retirement Benefit payment as set forth hereinabove for
the first Plan Year subsequent to the Executive attaining age
seventy-seven (77) shall be adjusted according to a number equal
to the aggregate of the Index Retirement Benefit (Subparagraph I
[F]) for each Plan Year from the Effective Date of this agreement
until the Plan Year subsequent to the Executive attaining age
seventy-seven (77) over the aggregate of the benefit payments the
Executive actually received under the terms of this Executive
Plan through that date. For example, if the Executive retires at
age sixty-five (65) and the aggregate annual benefits received by
the Executive until the Plan Year the Executive attains age
seventy-seven (77) were $900,000.00, and the aggregate Index
Retirement Benefits for each Plan Year from the Effective Date of
this agreement to the Plan Year the Executive's attains age
seventy-seven (77) were $1,000,000.00 then the Executive's Index
Retirement Benefit in the first Plan Year said payment is payable
to the Executive would be increased by $100,000.00. If said
number is a deficit, then the Index Retirement Benefit for the
Plan Year when the Executive attains age seventy-seven (77) and
each subsequent Plan Year's benefit (if necessary) shall be
reduced until the entire deficit has been recovered by the Bank.
For each year thereafter, the Index Retirement Benefit payment
shall be paid as set forth in Subparagraph I (E). For example, if
the Executive retires at age sixty-five (65) and the aggregate
annual benefits to be received by the Executive until the Plan
Year the Executive attains age seventy-seven (77) were
$1,000,000.00, and the aggregate Index Retirement Benefits for
each Plan Year from the Effective Date of this agreement to the
Plan Year the Executive attains age seventy-seven (77) were
$900,000.00 and the Executive's Index Retirement Benefit was
$90,000.00 in the first year, then the Executive would not
receive any Index Retirement Benefit in the first year, and the
second years' Index Retirement benefit would be reduced by
$10,000.00.
B. Early Retirement:
Subject to Subparagraph II (E), should the Executive elect Early
Retirement or be discharged without cause by the Bank subsequent to
the Early Retirement Date [Subparagraph I (D)], the Executive shall be
entitled to receive the annual benefit set forth in Exhibit A-2
reduced by the full number of years the Executive retires early prior
to Normal Retirement Age, times thirty-three and one third percent
(33.33%) (For
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example, if the Executive retires at age 63, the annual benefit set
forth in Exhibit A-2 shall be reduced by 66.66%: 63-65=2 X 33.33).
Said payments shall be made monthly (1/12th of the annual benefit)
commencing thirty (30) days following said early retirement and shall
continue until the Executive attains age seventy-seven (77). Upon
completion of the aforestated payments and commencing subsequent
thereto and subject to Subparagraph II (A) (i) hereinabove, the Index
Retirement Benefit for each Plan Year subsequent to the year in which
the Executive attains age seventy-seven (77), and including the
remaining portion of the Plan Year in which the Executive attains age
seventy-seven (77), shall be paid to the Executive until the
Executive's death.
C. Termination of Service:
Subject to Subparagraph II (E), should an Executive suffer a
Termination of Service the Executive shall be entitled to receive the
following percentage of the annual benefit set forth in Exhibit A-1
that corresponds to the number of full years the Executive has been
employed by the Bank since the date of first employment and the age of
the Executive while employed by the Bank only (to a maximum of 75%).
Said payments shall be made monthly (1/12th of the annual benefit) and
shall commence thirty (30) days following the Executive's Normal
Retirement Age (Subparagraph I [J] and shall continue until the
Executive attains age seventy-seven (77). Upon completion of the
aforestated payments and commencing subsequent thereto and subject to
Subparagraph II (A) (i) hereinabove the Index Retirement Benefit for
each Plan Year subsequent to the year in which the Executive attains
age seventy-seven (77), and including the remaining portion of the
Plan Year in which the Executive attains age seventy-seven (77), shall
be paid to the Executive until the Executive's death.
Total Years of
Employment and Age of
Executive while employed Vested Percentage
by the Bank only (to a maximum of 75%)
------------------------- -------------------------------
1-10 and prior to 7.5% per year
attaining age 62 while to a maximum of 75%
employed by the Bank only
Age 62 while employed 100% and the provisions of
by the Bank only Subparagraph II (B) would apply
D. Death:
If the Executive dies while there is a balance in the Executive's
accrued liability retirement account, then the unpaid balance shall be
paid in a
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lump sum to the individual or individuals designated in writing by the
Executive and filed with the Bank. In the absence of or a failure to
designate a beneficiary, the unpaid balance shall be paid in a lump
sum to the personal representative of the Executive's estate. If, upon
death, the Executive shall have received the total balance of the
Executive's accrued liability retirement account, then no further
benefit shall be due hereunder. In any event, upon the death of the
Executive, the Executive's beneficiary shall no be entitled to receive
any Index Retirement Benefit. Any death benefit payable hereunder
shall be paid on the first day of the second month following the month
of the Executive's death.
E. Discharge for Cause:
Should the Executive be Discharged for Cause at any time, all benefits
under this Executive Plan shall be forfeited. The term "for cause"
shall mean any of the following that result in an adverse effect on
the Bank: (i) gross negligence or gross neglect; (ii) the commission
of a felony or gross misdemeanor involving moral turpitude, fraud, or
dishonesty; (iii) the willful violation of any law, rule, or
regulation (other than a traffic violation or similar offense); (iv)
an intentional failure to perform stated duties; or (v) a breach of
fiduciary duty involving personal profit. If a dispute arises as to
discharge "for cause," such dispute shall be resolved by arbitration
as set forth in this Executive Plan.
F. Death Benefit:
Except as set forth above, there is no death benefit provided under
this Agreement.
III. RESTRICTIONS UPON FUNDING
The Bank shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Executive Plan. The
Executive, their beneficiary(ies), or any successor in interest shall be
and remain simply a general creditor of the Bank in the same manner as any
other creditor having a general claim for matured and unpaid compensation.
The Bank reserves the absolute right, at its sole discretion, to either
fund the obligations undertaken by this Executive Plan or to refrain from
funding the same and to determine the extent, nature and method of such
funding. Should the Bank elect to fund this Executive Plan, in whole or in
part, through the purchase of life insurance, mutual funds, disability
policies or annuities, the Bank reserves the absolute right, in its sole
discretion, to terminate such funding at any time, in whole or in part. At
no time shall any Executive be deemed to have any lien nor right, title or
interest in or to any specific funding investment or to any assets of the
Bank.
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If the Bank elects to invest in a life insurance, disability or annuity
policy upon the life of the Executive, then the Executive shall assist the
Bank by freely submitting to a physical exam and supplying such additional
information necessary to obtain such insurance or annuities.
IV. CHANGE OF CONTROL
Upon a Change of Control (Subparagraph I [I]), if the Executive
subsequently suffers a Termination of Service (Subparagraph I [E]), then
the Executive shall receive the benefits promised in this Executive Plan
upon attaining Normal Retirement Age, as if the Executive had been
continuously employed by the Bank until the Executive's Normal Retirement
Age. The Executive will also remain eligible for all promised death
benefits in this Executive Plan. In addition, no sale, merger, or
consolidation of the Bank shall take place unless the new or surviving
entity expressly acknowledges the obligations under this Executive Plan and
agrees to abide by its terms.
V. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
Neither the Executive, nor the Executive's surviving spouse, nor any
other beneficiary(ies) under this Executive Plan shall have any power
or right to transfer, assign, anticipate, hypothecate, mortgage,
commute, modify or otherwise encumber in advance any of the benefits
payable hereunder nor shall any of said benefits be subject to seizure
for the payment of any debts, judgments, alimony or separate
maintenance owed by the Executive or the Executive's beneficiary(ies),
nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the Executive or any beneficiary
attempts assignment, commutation, hypothecation, transfer or disposal
of the benefits hereunder, the Bank's liabilities shall forthwith
cease and terminate.
B. Binding Obligation of the Bank and any Successor in Interest:
The Bank shall not merge or consolidate into or with another bank or
sell substantially all of its assets to another bank, firm or person
until such bank, firm or person expressly agree, in writing, to assume
and discharge the duties and obligations of the Bank under this
Executive Plan. This Executive Plan shall be binding upon the parties
hereto, their successors, beneficiaries, heirs and personal
representatives.
C. Amendment or Revocation:
It is agreed by and between the parties hereto that, during the
lifetime of the Executive, this Executive Plan may be amended or
revoked at any time
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or times, in whole or in part, by the mutual written consent of the
Executive and the Bank.
D. Gender:
Whenever in this Executive Plan words are used in the masculine or
neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply.
E. Effect on Other Bank Benefit Plans:
Nothing contained in this Executive Plan shall affect the right of the
Executive to participate in or be covered by any qualified or
non-qualified pension, profit-sharing, group, bonus or other
supplemental compensation or fringe benefit plan constituting a part
of the Bank's existing or future compensation structure.
F. Headings:
Headings and subheadings in this Executive Plan are inserted for
reference and convenience only and shall not be deemed a part of this
Executive Plan.
G. Applicable Law:
The validity and interpretation of this Agreement shall be governed by
the laws of the State of North Carolina.
H. 12 U.S.C. (S) 1828(k):
Any payments made to the Executive pursuant to this Executive Plan, or
otherwise, are subject to and conditioned upon their compliance with
12 U.S.C. (S) 1828(k) or any regulations promulgated thereunder.
I. Partial Invalidity:
If any term, provision, covenant, or condition of this Executive Plan
is determined by an arbitrator or a court, as the case may be, to be
invalid, void, or unenforceable, such determination shall not render
any other term, provision, covenant, or condition invalid, void, or
unenforceable, and the Executive Plan shall remain in full force and
effect notwithstanding such partial invalidity.
J. Employment:
No provision of this Executive Plan shall be deemed to restrict or
limit any existing employment agreement by and between the Bank and
the
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Executive, nor shall any conditions herein create specific employment
rights to the Executive nor limit the right of the Employer to
discharge the Executive with or without cause. In a similar fashion,
no provision shall limit the Executive's rights to voluntarily sever
the Executive's employment at any time.
VI. ERISA PROVISION
A. Named Fiduciary and Plan Administrator:
The "Named Fiduciary and Plan Administrator" of this Executive Plan
shall be Carolina Bank, until its resignation or removal by the Board.
As Named Fiduciary and Plan Administrator, the Bank shall be
responsible for the management, control and administration of the
Executive Plan. The Named Fiduciary may delegate to others certain
aspects of the management and operation responsibilities of the
Executive Plan including the employment of advisors and the delegation
of ministerial duties to qualified individuals.
B. Claims Procedure and Arbitration:
In the event a dispute arises over benefits under this Executive Plan
and benefits are not paid to the Executive (or to the Executive's
beneficiary(ies) in the case of the Executive's death) and such
claimants feel they are entitled to receive such benefits, then a
written claim must be made to the Named Fiduciary and Plan
Administrator named above within sixty (60) days from the date
payments are refused. The Named Fiduciary and Plan Administrator shall
review the written claim and if the claim is denied, in whole or in
part, they shall provide in writing within sixty (60) days of receipt
of such claim the specific reasons for such denial, reference to the
provisions of this Executive Plan upon which the denial is based and
any additional material or information necessary to perfect the claim.
Such written notice shall further indicate the additional steps to be
taken by claimants if a further review of the claim denial is desired.
A claim shall be deemed denied if the Named Fiduciary and Plan
Administrator fail to take any action within the aforesaid sixty-day
period.
If claimants desire a second review they shall notify the Named
Fiduciary and Plan Administrator in writing within sixty (60) days of
the first claim denial. Claimants may review this Executive Plan or
any documents relating thereto and submit any written issues and
comments it may feel appropriate. In their sole discretion, the Named
Fiduciary and Plan Administrator shall then review the second claim
and provide a written decision within sixty (60) days of receipt of
such claim. This decision shall likewise state the specific reasons
for the decision and shall include reference to specific provisions of
the Plan Agreement upon which the decision is based.
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If claimants continue to dispute the benefit denial based upon
completed performance of this Executive Plan or the meaning and effect
of the terms and conditions thereof, then claimants may submit the
dispute to an arbitrator for final arbitration. The arbitrator shall
be selected by mutual agreement of the Bank and the claimants. The
arbitrator shall operate under any generally recognized set of
arbitration rules. The parties hereto agree that they and their heirs,
personal representatives, successors and assigns shall be bound by the
decision of such arbitrator with respect to any controversy properly
submitted to it for determination.
Where a dispute arises as to the Bank's discharge of the Executive
"for cause," such dispute shall likewise be submitted to arbitration
as above described and the parties hereto agree to be bound by the
decision thereunder.
VII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
RULES OR REGULATIONS
The Bank is entering into this Agreement upon the assumption that certain
existing tax laws, rules and regulations will continue in effect in their
current form. If any said assumptions should change and said change has a
detrimental effect on this Executive Plan, then the Bank reserves the right
to terminate or modify this Agreement accordingly. Upon a Change of Control
(Subparagraph I [I]), this paragraph shall become null and void effective
immediately upon said Change of Control.
IN witness whereof, the parties hereto acknowledge that each has carefully
read this Agreement and executed the original thereof on the first day set forth
hereinabove, and that upon execution, each has received a conforming copy.
CAROLINA BANK
Greensboro, North Carolina
/s/ Xxxxxxxxx Xxxxx-Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx CEO
-------------------------------------- --------------------------------------
Witness Title
/s/ Xxxxxxxxx Xxxxx-Xxxxx /s/ Gunnar X.X. Xxxxxx
-------------------------------------- --------------------------------------
Witness Executive
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BENEFICIARY DESIGNATION FORM
FOR THE EXECUTIVE SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT
I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior to
completion of this form.)
A. Person(s) as a Primary Designation:
(Please indicate the percentage for each beneficiary.)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
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(Street) (City) (State) (Zip)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
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(Street) (City) (State) (Zip)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
-------------------------------------------------------------------
(Street) (City) (State) (Zip)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
-------------------------------------------------------------------
(Street) (City) (State) (Zip)
B. Estate as a Primary Designation:
My Primary Beneficiary is The Estate of as set
----------------------------
forth in the last will and testament dated the day of ,
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and any codicils thereto.
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C. Trust as a Primary Designation:
Name of the Trust:
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Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
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Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
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Is this an Irrevocable Life Insurance Trust? Yes No
--- ---
(If yes and this designation is for a Split Dollar agreement, an Assignment
of Rights form should be completed.)
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II. SECONDARY (CONTINGENT) DESIGNATION
A. Person(s) as a Secondary (Contingent) Designation:
(Please indicate the percentage for each beneficiary.)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
-------------------------------------------------------------------
(Street) (City) (State) (Zip)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
-------------------------------------------------------------------
(Street) (City) (State) (Zip)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
-------------------------------------------------------------------
(Street) (City) (State) (Zip)
Name Relationship / %
--------------------------------- ---------------- -----
Address:
-------------------------------------------------------------------
(Street) (City) (State) (Zip)
B. Estate as a Secondary (Contingent) Designation:
My Secondary Beneficiary is The Estate of as set
--------------------------
forth in my last will and testament dated the day of ,
----- -----------
and any codicils thereto.
-----
C. Trust as a Secondary (Contingent)Designation:
Name of the Trust:
--------------------------------------------------------
Execution Date of the Trust: / /
----- ----- ---------
Name of the Trustee:
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Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
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All sums payable under the Executive Supplemental Retirement Plan Agreement
by reason of my death shall be paid to the Primary Beneficiary(ies), if he
or she survives me, and if no Primary Beneficiary(ies) shall survive me,
then to the Secondary (Contingent) Beneficiary(ies). This beneficiary
designation is valid until the participant notifies the bank in writing.
--------------------------------- -----------------------
Participant Date
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EXHIBIT "A-1"
End of Benefit
Year Age: Amount
--------- -------
Xxxxxx Xxxxxx 65 $53,585
66 $54,025
67 $55,054
68 $55,943
69 $56,784
70 $57,572
71 $58,573
72 $59,538
73 $60,463
74 $61,317
75 $62,199
76 $64,198
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EXHIBIT "A-2"
Plan Years Subsequent
to Early Retirement
Date as Defined in
Subparagraph I(K) of Benefit
the Agreement Amount
--------------------- -------
Xxxxxx Xxxxxx 1 $53,585
2 $54,025
3 $55,054
4 $55,943
5 $56,784
6 $57,572
7 $58,573
8 $59,538
9 $60,463
10 $61,317*
* This benefit amount shall remain constant for any remaining Plan Years that
the Executive may be entitled to receive a fixed benefit amount pursuant to
Subparagraph II (B) of the Agreement; the Executive's age: 77
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