Exhibit 10.57
CENTURA BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
UNDER THE
CENTURA BANKS, INC. OMNIBUS SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
This AGREEMENT, made effective this 27th day of December, 1999, by and
among Centura Banks, Inc., a North Carolina corporation having its principal
place of business in Rocky Mount, North Carolina ("Centura"), Centura Bank (the
"Bank"), a subsidiary of Centura, and Xxxxx X. Xxxxxx ("Participant"), an
employee of the Bank.
W I T N E S S E T H :
WHEREAS, Participant is a valued employee of the Bank and as such, has
performed his duties in a capable and efficient manner, resulting in substantial
growth and progress to the Bank; and
WHEREAS, the Participant is expected to perform valuable services in the
future which shall be of special importance to the Bank and for which it would
be difficult for the Bank to find a suitable replacement; and
WHEREAS, Centura has established the Centura Banks, Inc. Omnibus
Supplemental Executive Retirement Plan (the "Omnibus SERP"), the terms of which
Omnibus SERP are incorporated herein by reference; and
WHEREAS, Centura's Compensation Committee has determined that the
Participant is eligible to participate in the Omnibus SERP, and now deems it
advisable to offer to Participant certain rights and benefits under the Omnibus
SERP and this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. RETIREMENT BENEFITS. Upon Participant's Normal Retirement,
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Participant shall receive a monthly Retirement benefit equal to 40% of
Participant's Final Average Monthly Compensation, payable for a period
of one hundred and eighty (180) months. For purposes of this
Agreement, "Final Average Monthly Compensation" means 1/12/th/ of the
Annual Compensation payable to Participant as of his termination of
employment. "Annual Compensation" means Participant's total
compensation to be reported on his Form W-2, annualized on the basis
of rate of pay as of Participant's termination of employment,
including bonuses and salary reduction contributions to deferred
compensation or other plans maintained by Centura.
Participant may elect Early Retirement between the ages of 60 and 65
after Participant has completed at least ten (10) years of employment
with the Bank.
Upon Participant's Early Retirement, Participant shall receive a
monthly Retirement benefit payable for a period of one hundred and
eighty (180) months. The monthly Early Retirement benefit shall be
determined as follows:
% of Monthly Normal Retirement
Age at Retirement Benefit Amount
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64 95%
63 90%
62 85%
61 80%
60 75%
2. DEATH BENEFITS. If Participant dies before his Retirement and while
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actively employed as a full-time officer of the Bank, Participant's
beneficiary shall receive a monthly death benefit equal to forty
percent (40%) of Participant's Final Average Monthly Compensation at
the time of his death, payable for a period of one hundred and eighty
(180) months beginning on the first day of the month coinciding with
or next following Participant's date of death. Participant's
beneficiary will not be entitled to any death benefits under the
Omnibus SERP if Participant dies by committing suicide within two
years from the date of becoming a Participant under the Omnibus SERP
and this Agreement.
If Participant's beneficiary dies before the end of the death benefit
payment period specified hereunder, the remaining payments due under
this Section 2 shall be paid to the beneficiary's estate in a lump sum
payment equivalent in value to the remaining death benefit payments.
If Participant's beneficiary predeceases Participant and Participant
does not thereafter designate a new beneficiary, upon Participant's
death a lump sum equivalent in value to the death benefit payments
hereunder shall be paid to Participant's estate. The lump sum
equivalent shall be computed using the Discount Rate in effect at the
time of computation.
3. DISABILITY BENEFITS. If, prior to Retirement and after Participant
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has completed at least ten (10) years of employment with the Bank,
Participant's employment with the Bank is terminated as a result of
Disability, Participant shall receive a monthly Disability benefit
payable for a period of one hundred and eighty (180) months in an
amount equal to (a) minus (b) below:
(a) Forty percent (40%) of Participant's Final Average Monthly
Compensation, less
(b) The amount of any monthly disability benefit payable to the
Participant under any group or individual disability income
policy sponsored by the Bank or Centura.
Disability benefit payments shall terminate as provided in the Omnibus
SERP.
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In the event Disability payments terminate pursuant to terms of the
Omnibus SERP and before Participant has received one hundred and
eighty monthly payments under this Section 3, the remaining payments
shall be recharacterized as retirement or death benefits and shall be
paid to Participant (or his beneficiary) or estate in accordance with
Sections 1 or 2 of this Agreement, as the case may be, provided that
the amount of each payment shall continue to be governed by this
Section 3, and provided further that the amount of any payment
recharacterized as a death benefit shall be equal to the last payment
made to Participant before his death.
4. EXCESS BENEFITS. The Excess Benefit provisions of Article VII of the
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Omnibus SERP
_____ Apply to Participant.
_____ Do not apply to Participant.
5. DESIGNATION OF BENEFICIARIES. The Participant shall designate his or
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her beneficiary(ies) on the Beneficiary Designation Form attached
hereto and made a part hereof.
6. CHANGE IN CONTROL. Upon a change in control, as defined in Section 8.
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3 of the Omnibus SERP, the Participant's rights and accrued benefits
under the Omnibus SERP and this Agreement shall be fully vested.
Accordingly:
(a) for purposes of Section 1 of this Agreement, if Participant is no
longer employed by Bank, he shall nevertheless be entitled to
begin receiving his Retirement Benefit upon reaching age 65 or
Participant may elect to begin receiving Early Retirement
benefits at the ages and percentages set forth in Section 1.
Participant's Final Average Monthly Compensation shall be
determined by reference to his Annual Compensation as of his
actual termination of employment;
(b) for purposes of Section 2 of this Agreement, the requirement that
Participant be actively employed as a full-time officer of Bank
shall be disregarded. Participant's Final Average Monthly
Compensation shall be determined by reference to his Annual
Compensation as of his actual termination of employment; and
(c) for purposes of Section 3 of this Agreement, Participant shall be
deemed to have completed ten (10) years of employment with Bank.
If Participant is no longer employed by Bank at the time of his
Disability, he shall nevertheless be entitled to Disability
Benefits under Section 3. Participant's Final Average Monthly
Compensation shall be determined by reference to his Annual
Compensation as of his actual termination of employment.
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7. TERMINATION OF EMPLOYMENT AND FORFEITURE. Prior to the occurrence of
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a change in control, as defined in Section 8.3 of the Omnibus SERP,
Centura and the Bank may terminate the Participant's employment for
"cause" as defined in paragraph 8.5 of the Omnibus SERP and upon such
termination, Participant shall forfeit all rights and benefits under
this Agreement except those benefits provided pursuant to Section 4
above and Article VII of the Omnibus SERP. Notwithstanding the
foregoing, the Participant's rights and benefits hereunder shall not
be subject to forfeiture at any time after the occurrence of an event
entitling the Participant to begin receiving benefits pursuant to
Sections 1, 2 or 3 hereunder. Section 8.2 of the Omnibus SERP shall
apply in the event of termination by Centura or the Bank "without
cause."
8. PLAN TERMINATION. In the event of the termination of the Plan,
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pursuant to Section 14.6 of the Plan, prior to the Participant's
death, Retirement or Disability under Sections 1, 2 or 3 hereof, the
Participant shall become fully vested in his Retirement Benefits under
Section 1 of this Agreement, and shall become entitled to payment in a
single sum of the actuarial equivalent of his normal Retirement
Benefits under Section 1 and his Excess Benefits under Section 4,
determined using the Discount Rate and payable as soon as
administratively possible after the termination of the Plan. In the
event of the termination of the Plan, pursuant to Section 14.6 of the
Plan, after benefit payments have commenced hereunder, the Participant
(or his beneficiaries) shall become entitled to payment in a single
sum of the actuarial equivalent of the remaining payments due
hereunder, determined using the Discount Rate and payable as soon as
administratively possible after the termination of the Plan.
9. GENERAL PROVISIONS. (a) This Agreement, together with the Omnibus
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SERP, the terms of which are incorporated herein by reference, set
forth all of the promises, agreements, conditions, understandings,
warranties, and representations between the parties with respect to
the benefits described hereunder, and there are no promises,
agreements, conditions, understandings, warranties, or
representations, oral or written, express or implied with respect to
the benefits hereunder other than as set forth in the Omnibus SERP and
this Agreement. Any modifications or any waivers of any provision
contained in this Agreement shall not be valid unless made in writing
and signed by the person or persons sought to be bound by such waiver
or modification.
(b) All benefits hereunder shall be payable from the general assets
of the Bank. All costs or expenses in connection with the
administration of this Agreement shall be borne by the Bank.
(c) The provisions of this Agreement are severable and if any one or
more of the provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any
partially unenforceable provision to the extent enforceable in any
jurisdiction, shall nevertheless be binding and enforceable.
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(d) The waiver by Centura of a breach by the Participant of any
provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by the Participant.
(e) The terms and provisions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
successors and assigns, including, without limitation, Participant's
beneficiary, the estate of Participant, as well as the executors,
administrators, and trustees of such estate.
(f) Participant acknowledges that he has received, read, and is
familiar with the Omnibus SERP, which contains certain additional
provisions governing the benefits granted hereunder.
(g) The provisions of this Agreement shall be construed in accordance
with the laws of the State of North Carolina to the extent not pre-
empted by the laws of the United States of America, including ERISA.
(h) Capitalized terms used in this Agreement and not otherwise
defined herein shall have the meaning set forth in the Omnibus SERP.
(i) For purposes of this Agreement, the term "Discount Rate" means
the interest rate used from time to time for determining single sum
distributions under the Qualified Plan for the month in which a
determination is being made.
(j) Any amounts withdrawn from the cash surrender values of insurance
policies by the owner thereof, and any amounts paid to the owner or
the owner's beneficiary by reason of the Participant's death, pursuant
to and in accordance with the Split Dollar Agreement between Centura
Banks, Inc. and its Subsidiaries and the Participant, and dated as of
December 27, 1999, as the same may hereafter be amended from time to
time (the "Split Dollar Agreement"), shall offset and reduce, dollar
for dollar, amounts payable hereunder including amounts payable under
paragraph 4, above. Participant acknowledges that any policies
obtained under the above-referenced Split Dollar Agreement do not fund
any of the benefits to which he or his beneficiary may become entitled
under this Agreement and that any such policy shall not be held or
deemed to be held under any trust for the benefit of the Participant,
or his beneficiary, or to be collateral security for the performance
of the obligations of Centura or the Bank, but shall be and remain
subject to the claims of the general creditors of Centura and/or the
Bank."
(k) To the extent benefits upon the Participant's death are payable
under this Agreement, in a form other than a single lump sum payment,
the offset and reduction required by paragraph 9(j) above shall be
based on the lump sum actuarial equivalent of any remaining
installment or annuity payments due hereunder, determined using the
Discount Rate. The owner's death benefits paid to the owner or the
owner's beneficiary under the terms of the Split Dollar Agreement
shall offset and reduce the amount of each remaining installment or
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annuity payment due hereunder, in direct proportion to the offset and
reduction to the lump sum actuarial equivalent.
(l) In accordance with Section 3.3 of the Omnibus SERP, the Committee
shall have the exclusive right to interpret, construe and administer
the Omnibus SERP and this Agreement. The Committee's authority and
responsibility shall include, and shall not be limited to, the
calculation of any offsets provided under the terms of Sections 1, 2,
3 or 4 hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CENTURA BANKS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Vice Chairman
ATTEST:
/s/ Xxxx X. Xxxxxxx
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Assistant Secretary
(Corporate Seal)
CENTURA BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Vice Chairman
ATTEST:
/s/ Xxxx X. Xxxxxxx
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Assistant Secretary
(Corporate Seal)
PARTICIPANT
/s/ Xxxxx X. Xxxxxx (SEAL)
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Xxxxx X. Xxxxxx
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