EXHIBIT 10(v)
THE XXXXXXX COLONIAL BANK
SUPPLEMENTAL DEATH BENEFIT AGREEMENT
THIS AGREEMENT is adopted this 3rd day of September, 2003, by and between
The Xxxxxxx Colonial Bank, an Ohio state-chartered commercial bank located in
Fremont, Ohio (the "Company"), and [NAME OF EXECUTIVE]1 (the "Executive").
PURPOSE
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide a supplemental death benefit to the Executive.
AGREEMENT
The Company and the Executive agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Change of Control" means the transfer of shares of the Company's
voting common stock such that one entity or one person acquires (or is deemed to
acquire when applying Section 318 of the Code) more than 50 percent of the
Company's outstanding voting common stock followed within twelve (12) months by
the Executive's Termination of Employment for reasons other than death,
Disability or retirement.
1.2 "Code" means the Internal Revenue Code of 1986, as amended.
1.3 "Disability" means the Executive's suffering a sickness, accident
or injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.
1.4 "Early Termination" means the Termination of Employment before
Normal Retirement Age for reasons other than death, Disability, Termination for
Cause or following a Change of Control.
1.5 "Early Termination Date" means the month, day and year in which
Early Termination occurs.
1.6 "Effective Date" means September 3, 2003.
1.7 "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Employment.
1.8 "Termination for Cause" shall be defined as set forth in Article 5.
1.9 "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason, voluntary or involuntary.
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ARTICLE 2
DEATH BENEFITS
2.1 Amount of Benefit. Subject to Article 5, the supplemental death
benefit is $25,000.00 (Twenty-Five Thousand Dollars).
2.2 Death. Subject to Article 5, when the Executive dies the Company
shall pay to the Executive's beneficiary the benefit described in this Section
2.1.
2.3 Payment of Benefit. The Company shall pay the benefit to the
Executive's beneficiary in a lump sum payment the month following the
Executive's death.
ARTICLE 3
BENEFICIARIES
3.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing the written designation form provided by the Company. The Executive
may revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
received and acknowledged by the Company during the Executive's lifetime.
3.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
ARTICLE 4
GENERAL LIMITATIONS
4.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Executive's employment for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a misdemeanor involving moral
turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the
Executive's employment and resulting in an adverse effect on the Company.
Any such termination for cause will be at the sole determination of the Company.
4.2 Suicide or Misstatement. The Company shall not pay any benefit under
this Agreement if the Executive commits suicide within three years after the
date of this Agreement. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on an
employment application or resume provided to the Company, or on any application
for any benefits provided by the Company to the Executive.
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ARTICLE 5
CLAIMS AND REVIEW PROCEDURES
5.1 Claims Procedure. Any individual ("claimant") who has not received
benefits under the Agreement that he or she believes should be paid shall make a
claim for such benefits as follows:
5.1.1 Initiation - Written Claim. The claimant initiates a claim
by submitting to the Company a written claim for the benefits. This
written claim must be filed within six months after death has occurred.
5.1.2 Timing of Company Response. The Company shall respond to
such claimant within 30 days after receiving the claim. If the Company
determines that special circumstances require additional time for
processing the claim, the Company can extend the response period for
such period of time as the Company reasonably determines by notifying
the claimant in writing, prior to the end of the initial 30-day period,
that an additional period is required. The notice of extension must set
forth the special circumstances and the date by which the Company
expects to render its decision.
5.1.3 Notice of Decision. If the Company denies the entire
claim, the Company shall notify the claimant in writing of such denial.
The Company shall write the notification in a manner calculated to be
understood by the claimant.
5.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a review by the Company of the denial,
as follows:
5.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of
denial, must file with the Company a written request for review. Should
a request not be filed within 60 days the claimant shall be deemed to
have waived all of its rights to initiate a review to contest the
decision of the Company.
5.2.2 Additional Submissions - Information Access. The claimant
may file with the appeal any written comments, documents, records and
other information relating to the claim. The Company shall also provide
the claimant, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant
(as defined in applicable ERISA regulations) to the claimant's claim
for benefits.
5.2.3 Considerations on Review. In considering the review, the
Company shall take into account all materials and information the
claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
5.2.4 Timing of Company Response. The Company shall respond in
writing to such claimant within 60 days after receiving the request for
review. If the Company determines that special circumstances require
additional time for processing the claim, the Company can extend the
response period for a period of time as the Company reasonably
determines by notifying the claimant in writing, prior to the end of
the initial 60-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the
date by which the Company expects to render its decision.
5.2.5 Notice of Decision. The Company shall notify the claimant
in writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the claimant.
5.2.6 Nothing contained in Article 5 shall be construed as
providing a right to a Review for Termination for Cause.
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ARTICLE 6
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.
ARTICLE 7
MISCELLANEOUS
7.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
7.2 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.
7.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
7.4 Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to the successor or survivor
company.
7.5 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
7.6 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Ohio, except to the extent preempted by the
laws of the United States of America.
7.7 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.
7.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
7.9 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:
(a) Establishing and revising the method of accounting for the
Agreement;
(b) Maintaining a record of benefit payments;
(c) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement; and
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IN WITNESS WHEREOF, the Executive and the Company have signed this
Agreement.
EXECUTIVE: (1) COMPANY: THE XXXXXXX COLONIAL BANK
(1)
_____________________________________ BY__________________________________
ITS_________________________________
(1) On September 3, 2003 the following Executive Officers of the Corporation
and/or the Bank entered into Supplemental Death Benefit Agreements with the
Bank, all of which Agreements have substantially identical terms: Xxxx X.
Xxxxxxxx, Xxxxxx X. Xxxxx Xx., and Xxxxxx X. Xxxxxxx.
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