Exhibit 10(6)
DIRECTOR DEFERRED
COMPENSATION 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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DIRECTOR DEFERRED COMPENSATION AGREEMENT
This Director Deferred Compensation Agreement (the "Agreement"),
effective as of the 1st day of January, 1993, by and between CITIZENS SAVINGS
BANK (the "Bank"), a banking corporation organized and existing under the laws
of the State of Indiana, hereinafter referred to as "Bank" and XXXX X. XXXXXX,
hereinafter referred to as "Director", for the purpose of formalizing the
agreement between the Bank and the Director in which the Director defers receipt
of fees under the terms and conditions described below.
W I T N E S S E T H:
WHEREAS, the Director serves the Bank as a member of the Board; and
WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by the
Director and wishes to encourage continued service; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services will substantially
contribute to its continued growth and profits in the future; and
WHEREAS, the Director wishes to defer a certain portion of fees to be
earned in the future; and
WHEREAS, the parties hereto desire to formalize the terms and
conditions upon which the Bank shall pay such deferred compensation to the
Director or his designated beneficiary; and
WHEREAS, the Bank has adopted this Director Deferred Compensation
Agreement which controls all issues relating to the Deferred Compensation
Benefit as described herein;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree to the following terms and conditions:
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SECTION I
DEFINITIONS
When used herein, the following words and phrases shall have the
meanings below unless the context clearly indicates otherwise: 1.1 "Accrued
Benefit" means the sum of all deferred amounts and interest credited to the
Director's Retirement Account and due and owing to the Director or his
Beneficiaries pursuant to this Agreement.
1.2 "Bank" means CITIZENS SAVINGS BANK and any successor thereto.
1.3 "Beneficiary" means the person or persons (and their heirs) designated
as Beneficiary in writing to the Bank to whom the Director's benefits
are payable in the event of his death. If no Beneficiary is so
designated, then the Director's Spouse, if living, will be deemed the
Beneficiary. If the Director's Spouse is not living, then the Children
of Director will be deemed the Beneficiaries and will take on a per
stirpes basis. If there are no living Children, then the Estate of the
Director will be deemed the Beneficiary.
1.4 "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.
1.5 "Children" means the Director's children, both natural and adopted,
then living at the time payments are due the Children under this
Agreement.
1.6 "Deferral Period" means the sixty month (60) month period which
commences on January __, 1993.
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1.7 "Deferred Compensation Benefit" means Three Hundred Eighty-One
($381.00) Dollars (or such reduced amount as calculated under
Subsections 4.2 or 4.5) per month payable for a one hundred eighty
(180) month period, such period to begin at Director's Normal
Retirement Date.
1.8 "Disability" means the determination by a duly licensed physician
selected by the Bank that because of ill health, accident, disability
or general inability because of age, that the Director is no longer
able, properly and satisfactorily, to perform his duties as a Director.
1.9 "Effective Date" shall be the execution date of this Agreement.
1.10 "Estate" means the Estate of the Director.
1.11 "Financial Hardship" means an unforeseeable emergency resulting from a
sudden and unexpected illness or accident of the Director or of a
dependent of the Director, loss of the Director's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Director. 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 Director'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 considered to be unforeseeable emergencies include the
need to send the Director'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.
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1.13 "Normal Retirement Date" means the first day of the month following the
Director's seventieth (70) birthday.
1.14 "Payout Period" means the time frame in which certain benefits payable
hereunder shall be distributed. Payments shall be made in equal monthly
installments commencing on the first day of the month coincident with
or next following the occurrence of the event which triggers
distribution and continuing for a period of one hundred eighty (180)
months.
1.15 "Retirement Account" means book entries maintained by the Bank
reflecting deferred amounts; provided, however, that the existence of
such book entries and the Retirement Account shall not create and shall
not be deemed to create a trust of any kind, or a fiduciary
relationship between the Bank and the Director, his designated
Beneficiary, or other Beneficiaries under this Agreement.
1.16 "Spouse" means the individual to whom the Director is legally married
at the time of the Director's death.
1.17 "Survivor's Benefit" means monthly level payments to the Beneficiary in
an amount of Three Hundred Eighty-One ($381.00) Dollars (or such
reduced amount as calculated under Subsection 4.5 or 5.1(c)) for one
hundred eighty (180) months.
SECTION II
DEFERRED COMPENSATION
Commencing on the Effective Date, and continuing through the end of the
Deferral Period, the Director and the Bank agree that the Director shall defer
into his Retirement Account monthly Director's fees of Three Hundred ($300.00)
Dollars that the Director would otherwise be entitled to receive from the Bank
for each month of the Deferral Period. Compensation shall be deferred when it is
earned by the Director. In the event the Director desires to increase his
monthly deferrals during
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the term of this Agreement, the Director shall have the option to defer such
additional amounts, provided such election is made prior to earning the higher
fee and approval of the Board of Directors is obtained. If an election to defer
a higher amount is made and the required approval is obtained, the Deferred
Compensation Benefit shall be increased proportionately, taking into account the
timing and amount of such increased deferrals. Such additional deferrals and the
compensation payable will be evidenced by an Amendment to this Agreement.
SECTION III
TERMINATION OF ELECTION
The Director's election to defer compensation shall continue in effect,
pursuant to the terms of this Agreement unless and until the Director files with
the Bank a Notice of Discontinuance (Exhibit B attached hereto). A Notice of
Discontinuance shall be effective if filed at least twenty (20) days prior to
any January 1st, April 1st, July 1st or October 1st. Such Notice of
Discontinuance shall be effective commencing with the January 1st, April 1st,
July 1st or October 1st following its filing, whichever applies, and shall apply
only with respect to the Director's compensation attributable to services not
yet performed.
SECTION IV
RETIREMENT BENEFIT
4.1 Retirement Benefit. Provided Director has deferred all fees during the
Deferral Period and subject to Subsection 5.1 of this Agreement, the
Bank agrees to pay the Deferred Compensation Benefit commencing upon
the Director's Normal Retirement Date. Such payments will be made over
the term of the Payout Period.
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4.2 Reduced Retirement Benefit. In the event the Director defers fees in an
amount less than Eighteen Thousand ($18,000.00) Dollars, the Director
shall be entitled to receive, upon reaching Normal Retirement Age, a
Deferred Compensation Benefit determined by multiplying Three Hundred
Eighty-One ($381.00) Dollars by a fraction, the numerator of which is
equal to the total Board fees actually deferred by the Director and the
denominator of which is equal to Eighteen Thousand ($18,000.00)
Dollars. Such benefit payments will be made over the term of the Payout
Period.
4.3 Continued Service Beyond Normal Retirement Date. Notwithstanding any
provisions to the contrary, if requested by the Director and approved
by the Board in the exercise of its sole discretion, the Director shall
be entitled to receive, upon attaining his Normal Retirement Date, his
Deferred Compensation Benefit, notwithstanding his continued service on
the Board of Directors of the Bank. If not approved, payment will be
deferred to actual termination of service. The Director's request to
receive this benefit notwithstanding his continued service must be made
in writing at least one (1) year prior to his Normal Retirement Date.
The Deferred Compensation Benefit payable upon approval pursuant to
this paragraph shall be the amount that would have been payable had the
Director retired from service with the Bank as of his Normal Retirement
Date. Any such request, if approved, shall be irrevocable, and shall
result in the termination of the Director's right to any further
deferrals hereunder.
4.4 Disability Retirement Benefit. Notwithstanding any other provision
hereof, if requested by the Director and approved by the Board, the
Director shall be entitled to receive the disability retirement benefit
hereunder prior to his Normal Retirement Date, in any case the Director
terminates due to Disability. If the Director's service is terminated
pursuant to this paragraph and Board approval is obtained, the Director
may elect to begin receiving the disability retirement benefit. The
amount of the monthly benefit shall be the annuity value of the
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Director's Accrued Benefit over one hundred eighty (180) months. The
interest factor used to annuitize the Accrued Benefit shall be equal to
the greater of the average cost of funds of the Bank for the prior
twelve (12) month period or the internal rate of return earned on the
Director's deferrals up to the date of disability. Said benefit shall
be distributed in accordance with the Payout Period. In the event the
Director dies while receiving payments pursuant to this Subsection, or
after becoming eligible for such payments but before the actual
commencement of such payments, his 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 Director. If the total amount of disability payments
received by the Director 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 Director's Beneficiary a lump sum payment for
the difference. This lump sum payment shall be made within thirty (30)
days of the Director's death.
4.5 Financial Hardship Benefit. In the event the Director incurs a
Financial Hardship, the Director may request a Financial Hardship
Benefit. Such request shall be either approved or rejected by the Bank
in the exercise of its sole discretion. The Director will be required
to demonstrate to the satisfaction of the Bank that a Financial
Hardship has occurred and that the Director is otherwise entitled to a
Financial Hardship Benefit. If a Financial Hardship Benefit is
requested by the Director or his 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. The Director's Retirement Account shall be
reduced for any distributions made pursuant to this Subsection. Any
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Deferred Compensation Benefit or Survivor's Benefit subsequently made
shall be actuarially reduced to reflect any Financial Hardship Benefit
distribution.
4.6 Removal For Cause. In the event the Director is removed for Cause by
the Board of Directors pursuant to the Bylaws of the Bank, he shall be
paid his Accrued Benefit in a lump sum within thirty (30) days of the
Director's date of removal. All other benefits provided under this
Agreement shall be forfeited and the Agreement shall become null and
void.
SECTION V
DEATH BENEFITS
5.1 Death Benefit Prior to Commencement of Deferred Compensation Benefit.
In the event of the Director's death prior to commencement of the
Deferred Compensation Benefit, the Bank shall pay the Director's
Beneficiary a monthly amount for a period of one hundred eighty (180)
months, commencing within thirty (30) days of the Director's death. The
amount of such benefit payments shall be determined as follows: (a) In
the event death occurs following retirement due to disability, the
benefits payable to the Director's Beneficiary shall be governed by
Subsection 4.4 of this Agreement.
(b) In the event death occurs while the Director is in the service
of the Bank and deferring fees pursuant to Section II of this
Agreement, the Director's Beneficiary shall be paid the
Survivor's Benefit.
(c) In the event the Director completes less than one hundred
(100%) percent of the planned deferrals (i.e., Eighteen
Thousand ($18,000.00) Dollars) due to other voluntary or
involuntary terminations, the Director's Beneficiary shall be
paid a reduced Survivor's Benefit, such amount being
determined by multiplying the Survivor's Benefit (Three
Hundred Eighty-One ($381.00) Dollars) by a fraction, the
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numerator of which is equal to the Board fees actually
deferred by the Director and the denominator of which is equal
to Eighteen Thousand ($18,000.00) Dollars.
5.2 Death Benefit After Commencement of Deferred Compensation Benefit. In
the event of the Director's death after the commencement of the
Deferred Compensation Benefit, but prior to the completion of all such
payments due and owing hereunder, the Bank shall pay to the Director's
Beneficiary the Survivor's Benefit for the remainder of the one hundred
eighty (180) month period.
SECTION VI
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 his 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.
SECTION VII
DIRECTOR'S RIGHT TO ASSETS
The rights of the Director, any Beneficiary, or any other person
claiming through the Director under this Agreement, shall be solely those of an
unsecured general creditor of the Bank. The Director, the Beneficiary, or any
other person claiming through the Director, shall only have the right to receive
from the Bank those payments so specified under this Agreement. The Director
agrees that he, his Beneficiary, or any other person claiming through him shall
have no rights or interests whatsoever in any asset of the Bank, including any
insurance policies or contracts which the Bank
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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 Director or his 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 VIII
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
Director, his Beneficiaries or any successor in interest to him 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 in 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 Director 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 the Director, then the Director shall assist the Bank by freely
submitting to a physical examination and supplying such additional information
necessary to obtain such insurance or annuities.
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SECTION IX
ALIENABILITY AND ASSIGNMENT PROHIBITION
Neither the Director 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 Director or
his Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event the Director or any
Beneficiary attempts assignment, communication, hypothecation, transfer or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and terminate.
SECTION X
ACT PROVISIONS
10.1 Named Fiduciary and Administrator. The Bank 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 as established herein. The
Administrator may delegate to others certain aspects of the management
and operational responsibilities of the Agreement, including the
employment of advisors and the delegation of ministerial duties to
qualified individuals.
10.2 Claims Procedure and Arbitration. In the event that benefits under this
Agreement are not paid to the Director (or to his Beneficiary in the
case of the Director's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to the
Administrator within sixty (60) days from the date payments are
refused. The Bank and its Board shall review the written claim and, if
the claim is denied, in whole or in part, they
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shall provide in writing, within ninety (90) 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 a further 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 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 Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon
completed performance of the Agreement or the meaning and effect of the
terms and conditions thereof, then claimants may submit the dispute to
a Board of Arbitration for final arbitration. Said Board shall consist
of one member selected by the claimant, one member selected by the
Bank, and the third member selected by the first two members. The Board
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 Board with respect to any controversy properly submitted to it
for determination.
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SECTION XI
MISCELLANEOUS
11.1 No Effect on Directorship Rights. Nothing contained herein will confer
upon the Director the right to be retained in the service of the Bank
nor limit the right of the Bank to discharge or otherwise deal with the
Director 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 remove the Director at any
time, but any removal by the Bank's Board of Directors other
than removal for Cause shall not prejudice the Director's
vested right to compensation or other benefits under the
contract. As provided in Section 4.6, the Director shall be
paid his Accrued Benefit in a lump sum within thirty (30) days
of his removal in the event he is removed for Cause. He shall
have no right to receive additional compensation or other
benefits for any period after removal for Cause.
(2) If the Director 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
(except vested rights) as of the date of termination of
service unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, the Bank may in its
discretion (i) pay the Director 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 Director 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
Director 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.
(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 Director or his 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 Director or his designee, at the time the
Director or his designee approves a supervisory
merger to resolve problems related to operation of
the Bank or when the Bank is determined by the
Director to be in an unsafe or unsound condition. Any
rights of the parties that have already vested,
(i.e., his Accrued Benefit), however, shall not be
affected by such action.
11.2 State Law. The Agreement is established under, and will be construed
according to, the laws of the State of Indiana.
11.3 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
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inoperative, and (2) the validity and enforceability of the remaining
provisions will not be affected thereby.
11.4 Incapacity of Recipient. In the event the Director is declared
incompetent and a conservator or other person legally charged with the
care of his person or Estate is appointed, any benefits under the
Agreement to which such Director is entitled shall be paid to such
conservator or other person legally charged with the care of his person
or Estate. Except as provided above in this paragraph, when the Bank's
Board of Directors, in its sole discretion, determines that the
Director is unable to manage his financial affairs, the Board may
direct the Bank to make distributions to any person for the benefit of
the Director.
11.5 Recovery of Estate Taxes. If the Director's gross estate for federal
estate tax purposes includes any amount determined by reference to and
on account of this Deferred Compensation Agreement, and if the
Beneficiary is other than the Director's estate, then the Director's
estate shall be entitled to recover from the Beneficiary receiving such
benefit under the terms of the Deferred Compensation Benefit an amount
by which the total estate tax due by the Director's estate, exceeds the
total estate tax which would have been payable if the value of such
benefit had not been included in the Director'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 the Beneficiary has a
liability hereunder, the Beneficiary may petition the Bank for a lump
sum payment in an amount not to exceed the Beneficiary's liability
hereunder.
11.6 Unclaimed Benefit. The Director shall keep the Bank informed of his
current address and the current address of his Beneficiaries. The Bank
shall not be obligated to search for the whereabouts of any person. If
the location of the Director is not made known to the Bank within three
(3) years after the date on which any payment of the Deferred
Compensation Benefit may be made, payment may be made as though the
Director had died at the end of the
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three (3) year period. If, within one (1) additional year after such
three (3) year period has elapsed, or, within three (3) years after the
actual death of the Director, the Bank is unable to locate any
Beneficiary of the Director, then the Bank may fully discharge its
obligation by payment to the Estate.
11.7 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 the Director or any other person for
any claim, loss, liability or expense incurred in connection with the
Agreement.
11.8 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.
11.9 Affect on Other Corporate Benefit Agreements. Nothing contained in this
Agreement shall affect the right of the Director 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.
11.10 Suicide. Notwithstanding anything to the contrary in this Agreement,
the benefits otherwise provided herein shall not be payable if the
Director's death results from suicide, whether sane or insane, within
two years after the execution of this Agreement. If the Director dies
during this two year period due to suicide, the Accrued Benefit will be
paid to the Director's designated Beneficiary in a single payment.
Payment is to be made within thirty (30) days after the Director's
death is declared a suicide by competent legal authority. Credit shall
be given to the Bank for payments made prior to determination of
suicide.
11.11 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.
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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
Director of all or any portion of any Deferred Compensation 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
Director shall be entitled to his Accrued Benefit as of the termination
date. Payment of the Director's Accrued Benefit shall not be dependent
upon his 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 termination of the Agreement.
SECTION 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.
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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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on this ______ day of _________________, 1993.
/s/ Xxxx X. Xxxxxx
--------------------------------
XXXX X. XXXXXX
CITIZENS SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Secretary
(Title)
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