Exhibit 10(9)
EXECUTIVE SUPPLEMENTAL
RETIREMENT INCOME AGREEMENT
Citizens Savings Bank
Frankfort, Indiana
Financial Institution Consulting Corporation
000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
WATS: 1-800-873-0089
FAX: (901) 68-7414
(000) 000-0000
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EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
This Agreement, made and entered into this 1st day of January, 1993, by
and between Citizens Savings Bank, Frankfort, Indiana (the "Bank"), a banking
corporation organized and existing under the laws of the State of Indiana, and
XXXXX XXXXXXXX (the "Executive"), a key employee and executive.
W I T N E S S E T H:
WHEREAS, the Executive is employed by the Bank; and
WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by the Executive and wishes to encourage continued employment; and
WHEREAS, the Executive wishes to be assured that she will be entitled
to a certain amount of additional compensation for some definite period of time
from and after her retirement from active service with the Bank or other
termination of her employment and wishes to provide her beneficiary with
benefits from and after her death; and
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Executive
after her retirement or other termination of her employment and/or death
benefits to her beneficiary after her death; and
WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement, maintained primarily to provide supplemental retirement
income for the Executive, a member of a select group of management or highly
compensated employees of the Bank, for purposes of the Employee Retirement
Income Security Act of 1974, as amended; and
WHEREAS, the Bank has adopted this Executive Supplemental Retirement
Income Agreement which controls all issues relating to Supplemental Retirement
Income Benefit as described herein;
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NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION I
DEFINITIONS
When used herein, the following words shall have the meanings below
unless the context clearly indicates otherwise:
1.1 "Accrued Benefit" means that portion of the Supplemental Retirement
Income Benefit which is required to be expensed and accrued under
generally accepted accounting principles (GAAP) by any appropriate
methodology which the Board of Directors may require in the exercise of
its sole discretion. The Accrued Benefit shall be increased monthly by
the greater of the Interest Factor or the accrual required under GAAP.
At Normal Retirement Date, such Accrued Benefit shall be paid to the
Executive in one hundred eighty (180) equal monthly installments using
the Interest Factor to annuitize the benefit.
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.3 "Bank" means CITIZENS SAVINGS BANK and any successor thereto.
1.4 "Beneficiary" means the person or persons (and their heirs) designated
as Beneficiary in writing to the Bank to whom the Executive's benefits
are payable in the event of her death. If no Beneficiary is so
designated, then the Executive's Spouse, if living, will be deemed the
Beneficiary. If the Executive's Spouse is not living, then the Children
of the Executive will be deemed Beneficiaries and will take on a per
stirpes basis. If there are no Children, then the Estate of the
Executive will be deemed the Beneficiary.
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1.5 "Cause" means personal dishonesty, willful misconduct, willful
malfeasance, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule, regulation (other than traffic violations or similar
offenses), or final cease-and-desist order, material breach of any
provision of this Agreement, or gross negligence in matters of material
importance to the Bank.
1.6 "Children" means the Executive's children, both natural and adopted,
then living at the time payments are due the Children under this
Agreement.
1.7 "Code" means the Internal Revenue Code of 1986 as amended from time to
time.
1.8 "Cost of Funds" means total interest expense, divided by the monthly
weighted average of total interest-bearing liabilities. The time frame
for measuring Cost of Funds shall be the last twelve (12) complete
months immediately prior to the event which triggered the need for
measurement.
1.9 "Effective Date" means the date of execution of this Agreement.
1.10 "Estate" means the estate of the Executive.
1.11 "Financial Hardship" means an unforeseeable emergency resulting from a
sudden and unexpected illness or accident of the Executive or of a
dependent of the Executive, loss of the Executive's property due to
casualty, or similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Executive. The
circumstances that will constitute an unforeseeable emergency will
depend upon the facts of each case, but, in any case, payment may not
be made to the extent that such hardship is or may be relieved (i)
through reimbursement or compensation by insurance or otherwise, (ii)
by liquidation of the Executive's assets, to the extent the liquidation
of such assets would not itself cause severe financial hardship, or
(iii) by cessation of deferral under the plan. Examples of what are not
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considered to be unforeseeable emergencies include the need to send
the Executive's child to college or the decision to purchase a home.
1.12 "Financial Hardship Benefit" means a withdrawal or withdrawals of an
amount or amounts attributable to a Financial Hardship and limited to
the extent reasonably needed to satisfy the emergency need. If a
Financial Hardship Benefit is requested by the Executive or her
Beneficiary and approved by the Bank in the exercise of its sole
discretion, then the Financial Hardship Benefit may be paid in a lump
sum within thirty (30) days of the event which triggers payment.
1.13 "Interest Factor" means monthly compounding of the greater of .667% or
the Bank's Cost of Funds.
1.14 "Normal Retirement Date" means the first day of the month coincident
with or next following the Executive's sixty-fifth (65th) birthday.
1.15 "Permanently and Totally Disabled" means the Executive has, for at
least six (6) months, been unable to perform the services incident to
her position with the Bank as a result of accidental bodily injury or
sickness and that the status is likely to continue for an indefinite
period, as reasonably determined subsequent to the expiration of the
six (6) month period by a duly licensed physician selected in good
faith by the Bank.
1.16 "Postponed Retirement Date" means the first day of the month coincident
with or next following the Executive's termination of employment with
the Bank after her Normal Retirement Date.
1.17 "Spouse" means the individual to whom the Executive is legally married
at the time of the Executive's death.
1.18 "Suicide" means the act of intentionally killing oneself.
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1.19 "Supplemental Retirement Income Benefit" means an amount equal to
eighty (80%) percent of the highest base compensation earned by the
Executive during any twelve (12) month period prior to the Executive's
Normal Retirement Date: (i) less the actual annual amount provided
through social security, and (ii) less the actual annual amount
available to the Executive from Bank funding of tax-qualified plan(s).
If no actual social security payments are to be received by the
Executive as of Normal Retirement, the Executive shall be deemed to
receive the amount of annual social security benefits (if any) for
which the Executive is eligible as of Normal Retirement. If the
Executive elects a payment option from a tax-qualified plan (or plans)
which provides an actual annual benefit which is less than the annual
benefit available to the Executive under a one hundred (100%) percent
joint and survivor, ten year certain payment option, the Executive
shall be deemed to receive an amount equal to the annual amount
available under such one hundred (100%) percent joint and survivor, ten
(10) year certain payment option. This net amount, which shall not
exceed Thirty-Eight Thousand ($38,000.00) Dollars, shall be divided by
twelve (12) and paid in monthly installments for a period of one
hundred eighty (180) months.
1.20 "Survivor's Benefit" means an amount equal to the following: If the
Executive's death occurs during the first year of the Agreement, upon
the Executive's death, the Executive's Beneficiary shall be entitled to
receive a one-time lump sum death benefit in the amount of Ten Thousand
($10,000.00) Dollars, to cover the Executive's burial expenses. If the
Executive's death occurs during the second, third, fourth or fifth
years of the Agreement, upon the Executive's death, the Executive's
Beneficiary shall be entitled to receive a one-time lump sum death
benefit in the amount of: Fifteen Thousand ($15,000.00) Dollars, Twenty
Thousand ($20,000.00) Dollars, Twenty-Five Thousand ($25,000.00)
Dollars or Thirty Thousand ($30,000.00) Dollars, respectively, and
which includes Ten Thousand ($10,000.00) Dollars for the Executive's
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burial expenses. If the Executive's death occurs during the sixth year
of the Agreement, or any year thereafter prior to Normal Retirement
and 100% Vesting in the Accrued Benefit, upon the Executive's death,
the Executive's Beneficiary shall be entitled to receive a one-time
lump sum death benefit in the amount of Thirty Thousand ($30,000.00)
Dollars which includes Ten Thousand ($10,000.00) Dollars for the
Executive's burial expenses, and the Executive shall receive payment
for the amount of her Vested Accrued Benefit. If the Executive's death
occurs at anytime after the Executive is 100% Vested in the Accrued
Benefit, the Executive's Beneficiary shall be entitled to a one-time
lump sum death benefit in the amount of Ten Thousand ($10,000) Dollars
for the Executive's burial expenses and the Executive shall receive
payment for the amount of her Vested Accrued Benefit. The Vested
Accrued Benefit shall be annuitized into one hundred eighty (180)
equal monthly installments using the Interest Factor and shall
commence within thirty (30) days of the Executive's death. Any lump
sum payment made pursuant to this Section shall be payable within
thirty (30) days of the Executive's death. If the Executive's
Beneficiary receives benefits pursuant to this Section, she shall not
be entitled to the death benefit provided in Section 2.3. .21 "Vested
Accrued Benefit" means the non-forfeitable portion of the Supplemental
Retirement Income Benefit to which the Executive is entitled. It is
computed by multiplying the Accrued Benefit by the Vesting percentage
specified in Section 3.5. .22 "Year of Service" shall be earned upon
completing twelve (12) months of continuous service (including
authorized leaves of absence) after the 1st day of January, 1993.
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SECTION II
PRE-RETIREMENT AND POST- RETIREMENT DEATH BENEFITS
2.1 Death Prior to Termination of Employment. In the event of the
Executive's death prior to termination of employment with the Bank,
while covered by the provisions of this Agreement, the Executive's
Beneficiary (or the Beneficiary's estate) shall be paid the Survivor's
Benefit. Payments shall commence within thirty (30) days of the date of
death of Executive.
2.2 Death During Receipt of Supplemental Retirement Income Benefit. In the
event of death of the Executive after commencement of the Supplemental
Retirement Income Benefit covered in Subsection 3.1 of this Agreement,
the Executive's Beneficiary (or the Beneficiary's estate) shall be
entitled to receive a monthly amount which shall be payable for the
balance of the one hundred eighty (180) month period and equal to the
monthly benefit paid to the Executive prior to her death.
2.3 Additional Death Benefit - Burial Expenses. In addition to the
above-described death benefits, upon her death, the Executive's
Beneficiary shall be entitled to receive a one-time lump sum death
benefit in the amount of Ten Thousand ($10,000.00) Dollars.
2.4 Death by Reason of Suicide. In the event the Executive dies by reason
of suicide within two years of the Effective Date of this Agreement,
all benefits under this Agreement shall be forfeited and the Agreement
shall become null and void.
SECTION III
SUPPLEMENTAL RETIREMENT INCOME BENEFIT AND DISABILITY BENEFIT
3.1 Normal Retirement Benefit. At Normal Retirement Date, if the Executive
is still covered by this Agreement, the Bank shall be obligated to pay
the Executive the Supplemental Retirement Income Benefit. Such payments
shall commence the first day of the month coincident with or next
following the Executive's Normal Retirement Date and shall be payable
monthly thereafter until all payments have been made.
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3.2 Postponed Retirement Benefit. The postponed retirement benefit of the
Executive shall be the Supplemental Retirement Income Benefit as set
forth in Subsection 3.1. However, the Board of Directors, in the
exercise of its sole discretion, may elect to increase benefits if
retirement is postponed past the Normal Retirement Date. The postponed
retirement benefit shall not be paid to Executive until the Postponed
Retirement Date.
3.3 Disability. If the Executive becomes Permanently and Totally Disabled
prior to reaching her retirement, the Executive shall be entitled to
receive a monthly amount equal to the annuity value of her Accrued
Benefit at the time of disability, with such annuity value to be
calculated over a term of one hundred eighty (180) months. Payments
shall begin within thirty (30) days after the Executive becomes
Permanently and Totally Disabled. In the event the Executive dies while
receiving payments pursuant to this Subsection, or after becoming
eligible for such payments but before the actual commencement of such
payments, her Beneficiary shall be entitled to receive the full
Survivor's Benefit for a period of one hundred eighty (180) months,
reduced by the number of months disability payments were made to the
Executive. If the total amount of disability payments received by the
Executive under the provisions of this Subsection is less than the
total amount of payments that would have been received had the
Survivor's Benefit been paid in lieu of the disability benefit, the
Bank shall pay the Executive's Beneficiary a lump sum payment for the
difference. This lump sum payment shall be made within thirty (30) days
of the Executive's death.
3.4 Financial Hardship Benefit. In the event the Executive suffers a
Financial Hardship, the Bank may, if the Board deems it advisable in
its sole and absolute discretion, distribute to the Executive as a
Financial Hardship Benefit any portion of the Executive's Accrued
Benefit existing at the date such distribution is authorized. A
Financial Hardship Benefit shall be distributed at such times as the
Board shall determine, and the Executive's Accrued Benefit shall be
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reduced by the amount so distributed. Retirement and/or death benefit
payments substantially made pursuant to this Agreement, shall be
actuarially reduced for any Financial Hardship Benefit paid to
Executive.
3.5 Vesting. Vested Accrued Benefits, as described in Subsection 1.21,
shall be determined according to the following schedule:
Year(s) of Service Percentage Vested
------------------ -----------------
1 0%
2 0%
3 0%
4 0%
5 0%
6 10%
7 20%
8 30%
9 40%
10 50%
11 60%
12 70%
13 80%
14 90%
15 100%
Interpolation shall be made for partial years. For example, 6.5 Years
of Service would result in vesting of 15%. No vesting shall occur,
however, until six (6) full Years of Service have been completed.
SECTION IV
EXECUTIVE'S RIGHT TO ASSETS
The rights of the Executive, any Beneficiary of the Executive, or any other
person claiming through the Executive under this Agreement, shall be solely
those of an unsecured general creditor of the Bank. The Executive, the
Beneficiary of the Executive, or any other person claiming through the
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Executive, shall only have the right to receive from the Bank those payments so
specified under this Agreement. The Executive agrees that she, her Beneficiary,
or any other person claiming through her shall have no rights or interests
whatsoever in any asset of the Bank, including any insurance policies or
contracts which the Bank may possess or obtain to informally fund this
Agreement. Any asset used or acquired by the Bank in connection with the
liabilities it has assumed under this Agreement, unless expressly provided
herein, shall not be deemed to be held under any trust for the benefit of the
Executive or her Beneficiaries, nor shall any asset be considered security for
the performance of the obligations of the Bank. Any such asset shall be and
remain a general, unpledged, and unrestricted asset of the Bank.
SECTION V
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 Agreement. The
Executive, her Beneficiaries or any successor in interest to her shall be and
remain simply a general unsecured 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 purchase
assets to meet its obligations undertaken by this Agreement or to refrain from
the same and to determine the extent, nature, and method of such asset
purchases. Should the Bank decide to purchase assets such as life insurance,
mutual funds, disability policies or annuities, the Bank reserves the absolute
right, in its sole discretion, to terminate such assets at any time, in whole or
in part. At no time shall the Executive be deemed to have any lien, right, title
or interest in or to any specific investment or to any assets of the Bank. If
the Bank elects to invest in a life insurance, disability or annuity policy upon
the life of
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the Executive, then the Executive shall assist the Bank by freely submitting to
a physical examination and supplying such additional information necessary to
obtain such insurance or annuities.
SECTION VI
ACCELERATION OF PAYMENTS
The Bank reserves the right to accelerate the payment of any benefits
payable under this Agreement without the consent of the Executive, her Estate,
her Beneficiaries, or any other person claiming through the Executive. In the
event that the Bank accelerates the payment, the benefit shall be discounted by
a rate equal to the Interest Factor.
SECTION VII
ALIENABILITY AND ASSIGNMENT PROHIBITION
Neither the Executive nor any Beneficiary under this Agreement 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 her Beneficiary, nor shall they be transferrable by operation of law in the
event of bankruptcy, insolvency or otherwise. In the event the Executive or any
Beneficiary attempts assignment, communication, hypothecation, transfer or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and terminate.
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SECTION VIII
TERMINATION OF EMPLOYMENT
8.1 Termination of Service Prior to Retirement Date. If, prior to the
Executive's Normal Retirement Date, the Executive voluntarily
terminates or is terminated without Cause by the Bank, the Bank shall
pay to the Executive the amount of the Executive's Vested Accrued
Benefit as of the date of termination, annuitized over the Payout
Period, with such payments to commence the first day of the month
coincident with or next following Normal Retirement Date. If the
Executive dies before actual commencement of the benefit annuity or
while receiving annuity payments, the Executive's Beneficiary shall be
entitled to receive a continuation of the annuity for the balance of
the one hundred eighty (180) month period. The Beneficiary shall also
be entitled to the one-time lump sum payment provided for in Section
2.3 upon the Executive's death. For purposes of this Section only, the
amount of the death benefit provided for in Section 2.3 will be limited
to the Executive's vesting as shown in Section 3.5. The death benefit
shall be computed by multiplying Ten Thousand ($10,000.00) Dollars
times the appropriate vesting percentage in Section 3.5.
8.2 Termination of Service for Cause. Should the Executive be terminated
for Cause, all benefits provided under this Agreement shall be
forfeited and the Agreement shall become null and void.
SECTION IX
ACT PROVISIONS
9.1 Named Fiduciary and Administrator. The Bank or its successor in
interest shall be the Named Fiduciary and Administrator (the
"Administrator") of this Agreement. As Administrator, the Bank shall be
responsible for the management, control and administration of the
Agreement
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as established herein. It may delegate to others certain aspects of the
management and operation responsibilities of the Agreement including
the employment of advisors and the delegation of ministerial duties to
qualified individuals.
9.2 Claims Procedure. In the event that benefits under this Agreement are
not paid to the Executive (or to her Beneficiary 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 Administrator
named above within sixty (60) days from the date payments are refused.
The 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 their specific reasons for such
denial, reference to the provisions of this Agreement 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 an additional review of
the claim denial is desired.
If claimants desire a second review, they shall notify the
Administrator in writing within sixty (60) days of the first claim
denial. Claimants may review the Agreement or any documents relating
thereto and submit any written issues and comments they may feel
appropriate. In its sole discretion, the Administrator shall then
review the second claim and provide a written decision within thirty
(30) 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 Agreement upon which the decision is based.
If claimants disagree with the decision of the Administrator, nothing
herein shall serve to preclude them from seeking any and all remedies
available at law.
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SECTION X
MISCELLANEOUS
10.1 No Effect on Employment Rights. Nothing contained herein will confer
upon the Executive the right to be retained in the service of the Bank
nor limit the right of the Bank to discharge or otherwise deal with
Executive without regard to the existence of the Agreement. Pursuant to
12 C.F.R. ss. 563.39(b), the following conditions shall apply to this
Agreement:
(1) The Bank's Board of Directors may terminate the Executive at
any time, but any termination by the Bank's Board of Directors
other than for Cause, shall not prejudice the Executive's
vested right to compensation or other benefits under the
contract. As provided in Section 8.2, the Executive shall not
be entitled to any of the benefits provided for in this
Agreement, including any vested benefits, in the event she is
terminated for cause.
(2) If the Executive is suspended and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a
notice served under Section 8(e)(3) or (g)(1) of the Federal
Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the
Bank's obligations under the contract shall be suspended as of
the date of service unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the Bank may in
its discretion (i) pay the Executive all or part of the
compensation withheld while its contract obligations were
suspended and (ii) reinstate (in whole or in part) any of its
obligations which were suspended.
(3) If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested
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obligations of the Bank under the contract shall terminate as
of the effective date of the order, but vested rights of the
Executive shall not be affected.
(4) If the Bank is in default (as defined in Section 3(x)(1) of
the Federal Deposit Insurance Act), all non-vested obligations
under the contract shall terminate as of the date of default,
but this paragraph shall not affect any vested rights of the
contracting parties.
(5) All non-vested obligations under the contract shall be
terminated, except to the extent determined that continuation
of the contract is necessary for the continued operation of
the Bank:
(i) by the Executive or her designee at the time the
Federal Deposit Insurance Corporation or the
Resolution Trust Corporation enters into an agreement
to provide assistance to or on behalf of the Bank
under the authority contained in ss. 13(c) of the
Federal Deposit Insurance Act; or
(ii) by the Executive or her designee, at the time the
Executive or her designee approves a supervisory
merger to resolve problems related to operation of
the Bank or when the Bank is determined by the
Executive to be in an unsafe or unsound condition.
The Executive shall be vested in her Accrued Benefit;
therefore, other than termination for Cause, such amount shall
not be affected by any action pursuant to this Subsection.
10.2 Disclosure. Each Executive shall receive a copy of her Agreement and
the Administrator will make available, upon request, a copy of the
rules and regulations that govern this type of Agreement.
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10.3 State Law. The Agreement is established under, and will be construed
according to, the laws of the State of Indiana, to the extent that such
laws are not preempted by the Act and valid regulations published
thereunder.
10.4 Severability. In the event that any of the provisions of this Agreement
or portion thereof, are held to be inoperative or invalid by any court
of competent jurisdiction, then: (1) insofar as is reasonable, effect
will be given to the intent manifested in the provisions held invalid
or inoperative, and (2) the validity and enforceability of the
remaining provisions will not be affected thereby.
10.5 Incapacity of Recipient. In the event the Executive is declared
incompetent and a conservator or other person legally charged with the
care of her person or Estate is appointed, any benefits under the
Agreement to which such Executive is entitled shall be paid to such
conservator or other person legally charged with the care of her person
or Estate. Except as provided above in this paragraph, when the Bank's
Board of Directors in its sole discretion, determines that an Executive
is unable to manage her financial affairs, the Board may direct the
Bank to make distributions to any person for the benefit of such
Executive.
10.6 Recovery of Estate Taxes. If the Executive's gross estate for federal
estate tax purposes includes any amount determined by reference to and
on account of this Executive Supplemental Retirement Income Agreement,
and if the Beneficiary is other than the Executive's estate, then the
Executive's estate shall be entitled to recover from the Beneficiary
receiving such benefit under the terms of the Supplemental Retirement
Income Benefit an amount by which the total estate tax due by
Executive's estate, exceeds the total estate tax which would have been
payable if the value of such benefit had not been included in the
Executive's gross estate. If there is more than one person receiving
such benefit, the right of recovery shall be against each such person.
In the event any Beneficiary has a liability
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hereunder, such Beneficiary may petition the Bank for a lump sum
payment in an amount not to exceed the Beneficiary's liability
hereunder.
10.7 Beneficiary Designation. The Director shall have the right, at any
time, to submit in substantially the form attached hereto as Exhibit A,
a written designation of primary and secondary beneficiaries to whom
payment under this Agreement shall be made in the event of her death
prior to complete distribution of the benefits due and payable under
the Agreement. Each beneficiary designation shall become effective only
when receipt thereof is acknowledged in writing by the Bank.
10.8 Unclaimed Benefit. The Executive shall keep the Bank informed of her
current address and the current address of her Beneficiaries. The Bank
shall not be obligated to search for the whereabouts of any person. If
the location of an Executive is not made known to the Bank within three
years after the date on which any payment of the Executive's
Supplemental Retirement Income Benefit may be made, payment may be made
as though the Executive had died at the end of the three-year period.
If, within one additional year after such three-year period has
elapsed, or, within three years after the actual death of the
Executive, the Bank is unable to locate any Beneficiary of the
Executive, then the Bank may fully discharge its obligation by payment
to the Estate.
10.9 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Agreement, neither the Bank, nor any individual
acting as an employee or agent of the Bank or as a member of the Board
of Directors shall be liable to any Executive, former Executive, or any
other person for any claim, loss, liability or expense incurred in
connection with the Agreement.
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10.10 Gender. Whenever, in this Agreement, 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.
10.11 Affect on Other Corporate Benefit Agreements. Nothing contained in this
Agreement 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
agreement constituting a part of the Bank's existing or future
compensation structure. 10.12 Headings. Headings and sub-headings in
this Agreement are inserted for reference and convenience only and
shall not be deemed a part of this Agreement.
SECTION XI
NON-COMPETITION AFTER NORMAL RETIREMENT
11.1 Non-Compete Clause. The Executive expressly agrees that, as
consideration for the agreements of the Bank contained herein and as a
condition to the performance by the Bank of its obligations hereunder,
throughout the entire period beginning with the date of this Agreement
and continuing until the final payment is made to Executive, as
provided herein, she will not, without the prior written consent of the
Bank, engage in, become interested, directly or indirectly, as a sole
proprietor, as a partner in a partnership, or as a substantial
shareholder in a corporation, nor become associated with, in the
capacity of an employee, director, officer, principal, agent, trustee
or in any other capacity whatsoever, any enterprise conducted in the
trading area of the business of the Bank which may be deemed to be
competitive with any business carried on by the Bank as of the date of
the termination of the Executive's employment or her retirement.
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11.2 Breach. In the event of any breach by the Executive of the agreements
and covenants contained herein, the Board of Directors of the Bank
shall direct that any unpaid balance of any payments to the Executive
under this Agreement be suspended, and shall thereupon notify the
Executive of such suspensions, in writing. Thereupon, if the Board of
Directors of the Bank shall determine that said breach by the Executive
has continued for a period of one (1) month following notification of
such suspension, all rights of the Executive and her Beneficiaries
under this Agreement, including rights to further payments hereunder,
shall thereupon terminate.
SECTION XII
AMENDMENT/REVOCATION
12.1 Amendment or Termination. The Bank intends the Agreement to be
permanent, but reserves the right to amend or terminate the Agreement
when, in the sole opinion of the Bank, such amendment or termination is
advisable. Any such amendment or termination shall be made pursuant to
a resolution of the Board of Directors of the Bank and shall be
effective as of the date of such resolution. No amendment or
termination of the Agreement shall directly or indirectly deprive any
Executive of all or any portion of any Supplemental Retirement Income
Benefit payment which has commenced prior to the effective date of the
resolution amending or terminating the Agreement.
12.2 Termination Benefit. In the case of a termination of the Agreement, the
Executive shall be entitled to her Accrued Benefit as of the
termination date. Payment of the Executive's Accrued Benefit shall not
be dependent upon her continuation of service with the Bank following
the Agreement termination date. Payment of the Accrued Benefit shall be
made in a lump sum within thirty (30) days of the termination. The
Executive shall be deemed to be
-19-
one hundred (100%) vested in her Accrued Benefit in the event of such
termination of the Agreement.
ARTICLE XIII
EXECUTION
13.1 This Agreement sets forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby, and any
previous agreements or understandings between the parties hereto
regarding the subject matter hereof are merged into and superseded by
this Agreement.
13.2 This Agreement shall be executed in triplicate, each copy of which,
when so executed and delivered, shall be an original, but all three
copies shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on this day of _______________, 19____.
/s/ Xxxxx X. Xxxxxxxx
-------------------------------
XXXXX X. XXXXXXXX
CITIZENS SAVINGS BANK
By: /s/ Xxxx X. Xxxxxx
--------------------------
President
(Title)
-20-
FIRST
AMENDMENT
OF THE
EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT
OF
XXXXX XXXXXXXX
This First Amendment ("Amendment"), dated as of the 1st day of January,
1993, hereby amends the Director Deferred Compensation Joinder Agreement
("Agreement"), dated the 1st day of January, 1993, by and between XXXXX XXXXXXXX
and Citizens Savings Bank.
Section 1.19 shall be replaced with the following language:
1.19 "Supplemental Retirement Income Benefit" means an amount equal to
eighty (80%) percent of the highest base compensation earned by the
Executive during any twelve (12) month period prior to the Executive's
Normal Retirement Date less the actual annual amount available to the
Executive from Bank funding of tax-qualified plan(s). If the Executive
elects a payment option from a tax-qualified plan (or plans) which
provides an actual annual benefit which is less than the annual benefit
available to the Executive under a one hundred (100%) percent joint and
survivor, ten year certain payment option, the Executive shall be
deemed to receive an amount equal to the annual amount available under
such one hundred (100%) percent joint and survivor, ten (10) year
certain payment option. This net amount, which shall not exceed
Thirty-Eight Thousand ($38,000.00) Dollars, shall be divided by twelve
(12) and paid in monthly installments for a period of one hundred
eighty (180) months.
-21-
IN WITNESS WHEREOF, the parties have executed this Amendment in
triplicate, the day and year written here below:
/s/ Xxxxx X. Xxxxxxxx
---------------------------------
Date_______________________ Xxxxx Xxxxxxxx
CITIZENS SAVINGS BANK
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Date________________________ Xxxx X. Xxxxxx
