EXHIBIT 10.12
WEST POINTE BANCORP, INC.
AND
WEST POINTE BANK AND TRUST COMPANY
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 2003, by and between
WEST POINTE BANCORP, INC. and WEST POINTE BANK AND TRUST COMPANY, a holding
company and a state commercial bank, located in Belleville, Illinois (the
"Company") and Xxxxxxx X. Xxxxxxx (the "Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.
AGREEMENT
The Executive and the Company agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means:
(a) The consummation by either West Pointe Bancorp, Inc. or
West Pointe Bank and Trust Company of a merger,
consolidation or other reorganization if the percentage
of the voting common stock of the surviving or resulting
entity held or received by all persons who were owners
of common stock of West Pointe Bancorp, Inc.
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or West Pointe Bank and Trust Company, whichever is
applicable, immediately prior to such merger,
consolidation or reorganization is less than 50.1% of
the total voting common stock of the surviving or
resulting entity outstanding immediately after such
merger, consolidation or reorganization and after giving
effect to any additional issuance of voting common stock
contemplated by the plan for such merger, consolidation
or reorganization;
(b) At any time during a period of two consecutive years,
individuals who at the beginning of such period
constituted the Board of Directors of either West Pointe
Bancorp, Inc. or West Pointe Bank and Trust Company
shall cease for any reason to constitute at least a
majority thereof, unless the election or the nomination
for election by West Pointe Bancorp, Inc.'s or West
Pointe Bank and Trust Company's shareholders, whichever
is applicable, of each new director during such two year
period was approved by a vote of at least two-thirds of
the directors of such entity then still in office who
were directors at the beginning of such two year period;
(c) The sale, lease, exchange or other transfer of all or
substantially all of the assets (in one transaction or
in a series of related transactions) of either West
Pointe Bancorp, Inc. or West Pointe Bank and Trust
Company to another corporation or entity that is not
owned, directly or indirectly, by either West Pointe
Bancorp, Inc. or West Pointe Bank and Trust Company.
"Substantially all"
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shall mean a sale, lease, exchange or other transfer
involving seventy percent (70%) or more of the fair
market value of the assets of such entity; or
(d) The liquidation or dissolution of either West Pointe
Bancorp, Inc. or West Pointe Bank and Trust Company;
Followed within twelve (12) months by the Executive's Termination of
Employment for reasons other than death, Disability or retirement.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
1.1.3 "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.
1.1.4 "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.
1.1.5 "Early Termination Date" means the month, day and year in
which Early Termination occurs.
1.1.6 "Effective Date" means January 1, 2003.
1.1.7 "Normal Retirement Age" means the Executive's 65th birthday.
1.1.8 "Normal Retirement Date" means the later of the Normal
Retirement Age or Termination of Employment.
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1.1.9 "Plan Year" means a twelve month period commencing on January
1 and ending on December 31 of each year. The initial Plan Year shall
commence on the effective date of this Agreement.
1.1.10 "Termination for Cause" See Section 5.2.
1.1.11 "Termination of Employment" means that the Executive ceases
to be employed by the Company for any reason whatsoever other than by
reason of a leave of absence which is approved by the Company. For
purposes of this Agreement, if there is a dispute over the employment
status of the Executive or the date of the Executive's Termination of
Employment, the Company shall have the sole and absolute right to decide
the dispute.
ARTICLE 2
SALARY CONTINUATION BENEFITS
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal Retirement Age for reasons other than death, the Company shall pay to
the Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Agreement.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1
is thirty two thousand six hundred sixty dollars ($32,660). The Company's
Board of Directors, in its sole discretion, may increase the annual
benefit under this Section 2.1.1; however, any increase shall require the
recalculation of Schedule A.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in 12 equal monthly installments on the first day of each month
commencing with the month following the Executive's Normal Retirement Date
and continuing until a total of
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179 additional monthly payments have been made to the Executive or to the
Executive's beneficiary.
2.1.3 Benefit Increases. Commencing on the first anniversary of the
first benefit payment, and continuing on each subsequent anniversary, the
Company's Board of Directors, in its sole discretion, may increase the
benefit.
2.2 Early Termination Benefit. Upon Early Termination, the Company shall
pay to the Executive the benefit described in this Section 2.2 in lieu of any
other benefit under this Agreement.
2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the
Early Termination Annual Benefit amount set forth in Schedule A for the
Plan Year ending immediately prior to the Early Termination Date,
determined by vesting the Executive in 20 percent of the Accrual Balance
set forth in Schedule A for the sixth Plan Year, and an additional 20
percent of said amount for each succeeding year thereafter until the
Executive becomes 100 percent vested in the accrual balance. The benefit
is determined by calculating a 15-year fixed annuity from the Accrual
Balance, crediting interest on the unpaid balance at an annual rate of 7.5
percent, compounded monthly. However, any increase in the annual benefit
under Section 2.1.1 shall require the recalculation of the Early
Termination benefit on Schedule A.
2.2.2 Payment of Benefit. The Company shall pay the annual benefit
to the Executive in 12 equal monthly installments payable on the first day
of each month commencing with the month following the Termination of
Employment and continuing for 179 additional months.
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2.2.3 Benefit Increases. Benefit payments may be increased as
provided in Section 2.1.3.
2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
Disability Annual Benefit amount set forth in Schedule A for the Plan Year
ending immediately prior to the date in which the Termination of
Employment occurs, determined by vesting the Executive in 20 percent of
the Accrual Balance set forth in Schedule A for the sixth Plan Year, and
an additional 20 percent of said amount for each succeeding year
thereafter until the Executive becomes 100 percent vested in the accrual
balance. The benefit is determined by calculating a 15-year fixed annuity
from the Accrual Balance, crediting interest on the unpaid balance at an
annual rate of 7.5 percent, compounded monthly. However, any increase in
the annual benefit under Section 2.1.1 shall require the recalculation of
the Early Termination benefit on Schedule A.
2.3.2 Payment of Benefit. The Company shall pay the annual benefit
amount to the Executive in 12 equal monthly installments payable on the
first day of each month commencing with the month following the
Termination of Employment and continuing for 179 additional months.
2.3.3 Benefit Increases. Benefit payments may be increased as
provided in Section 2.1.3.
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2.4 Change of Control Benefit. Upon a Change of Control, the Company shall
pay to the Executive the benefit described in this Section 2.4 in lieu of any
other benefit under this Agreement.
2.4.1 Amount of Benefit. The annual benefit under this Section 2.4
is the Normal Retirement Benefit amount described in Section 2.1.1. The
Executive shall be 100 percent vested in this benefit. However, any
increase in the annual benefit under Section 2.1.1 would require the
recalculation of the Change of Control benefit on Schedule A.
2.4.2 Payment of Benefit. The Company shall pay the annual benefit
amount to the Executive in 12 equal monthly installments payable on the
first day of each month commencing with the month following the Normal
Retirement Age and continuing for 179 additional months.
2.4.3 Benefit Increases. Benefit payments may be increased as
provided in Section 2.1.3.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 3.1. This benefit shall be paid in lieu of the
Salary Continuation Benefits of Article 2.
3.1.1 Amount of Benefit. The annual benefit under this Section 3.1
is the Normal Retirement Benefit. However, any increase in the annual
benefit under Section 2.1.1 shall require the recalculation of the death
benefit on Schedule A.
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3.1.2 Payment of Benefit. The Company shall pay the annual benefit
to the beneficiary in 12 equal monthly installments payable on the first
day of each month commencing with the month following the Executive's
death. The annual benefit shall be paid to the beneficiary for a period of
15 years. Provided, that the Company may, at its sole option, pay the
death benefit in a lump sum in lieu of monthly installments. The amount of
such lump sum benefit shall be the Accrual Balance at age 65 set forth on
Schedule A.
3.2 Death During Benefit Period. If the Executive dies after the benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
3.3 Death Following Termination of Employment But Before Benefits
Commence. If the Executive is entitled to benefits under this Agreement, but
dies prior to receiving said benefits, the Company shall pay to the Executive's
beneficiary the same benefits, in the same manner, they would have been paid to
the Executive had the Executive survived, however, said benefit payments will
commence upon the Executive's death.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with 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 accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the
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Executive, or if the Executive names a spouse as beneficiary and the marriage is
subsequently dissolved. If the Executive dies without a valid beneficiary
designation, all payments shall be made to the Executive's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incapacitated, 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, incapacitated
person or incapable person. The Company may require proof of incapacity,
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 5
GENERAL LIMITATIONS
5.1 Excess Parachute Payment. Notwithstanding any provision of this
Agreement to the contrary, if the benefits otherwise payable under this
Agreement would cause an excise tax to be payable under the excess parachute
rules of Section 280G of the Code, such benefits shall be cut back to the
minimum extent necessary so that no such excise tax will be payable.
5.2 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:
5.2.1 Gross negligence or gross neglect of duties;
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude; or
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5.2.3 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.
5.3 Competition After Termination of Employment. The Company shall not pay
any benefit under this Agreement if, during the three year period commencing on
the date of the Executive's Termination of Employment, the Executive, without
the prior written consent of the Company, engages in, becomes interested in,
directly or indirectly, as a sole proprietor, as a 10% partner in a partnership,
or as a 10% shareholder in a corporation, or becomes associated with, in the
capacity of employee, director, officer, principal, agent, trustee or in any
other capacity whatsoever, any enterprise conducted in the trading area (a 10
mile radius) of the principal place of business of the Company, which enterprise
is, or may be deemed to be competitive with any business carried on by the
Company as of the date of termination of the Executive's employment or
retirement. This section shall not apply following a Change of Control. This
section shall not require the Executive to repay any benefits previously
received under this Agreement.
5.4 Suicide or Misstatement. No benefits shall be payable if the Executive
commits suicide within two years after the date of this Agreement, or if the
Executive has made any material misstatement of fact on any application for life
insurance purchased by the Company.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. A Participant or beneficiary ("claimant") who has
not received benefits under the Plan that he or she believes should be paid
shall make a claim for such benefits as follows:
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6.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such
claimant within 90 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 by an
additional 90 days by notifying the claimant in writing, prior to the end
of the initial 90-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.
6.1.3 Notice of Decision. If the Company denies part or all of the
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. The notification shall set forth:
6.1.3.1 The specific reasons for the denial.
6.1.3.2 A reference to the specific provisions of the
Plan on which the denial is based.
6.1.3.3 A description of any additional information or
material necessary for the claimant to perfect
the claim and an explanation of why it is
needed.
6.1.3.4 An explanation of the Plan's review procedures
and the time limits applicable to such
procedures, and
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6.1.3.5 A statement of the claimant's right to bring a
civil action under ERISA Section 502 (a)
following an adverse benefit determination on
review.
6.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:
6.2.1 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.
6.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit 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.
6.2.3 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.
6.2.4 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 by an additional 60 days by notifying the claimant in
writing, prior to the end of the initial 60 day period that an additional
period
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is required. The notice of extension must set forth the special
circumstances and the date by which the Company expects to render its
decision.
6.2.5 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. The
notification shall set forth:
6.2.5.1 The specific reasons for the denial.
6.2.5.2 A reference to the specific provisions of the
Plan on which the denial is based.
6.2.5.3 A statement that the claimant is entitled to
receive, upon request and free of charge,
reasonable access to, and copies of, all
documents, records and other information (as
defined in applicable ERISA regulations) to the
claimant's claim for benefits, and
6.2.5.4 A statement of the claimant's right to bring a
civil action under ERISA Section 502 (a).
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
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8.2 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.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. This Agreement and all rights hereunder shall be
construed and governed by the laws of the State of Illinois, without regard to
the principles of conflicts of law which might otherwise apply.
8.6 Unfunded Arrangement. The Executive and beneficiaries 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.
8.7 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.
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8.8 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:
8.8.1 Interpreting the provisions of the Agreement;
8.8.2 Establishing and revising the method of accounting for the
Agreement;
8.8.3 Maintaining a record of benefit payments; and
8.8.4 Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
8.9 Designated Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under the Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.
EXECUTIVE: COMPANY:
WEST POINTE BANCORP, INC. and
WEST POINTE BANK AND TRUST COMPANY
/s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxxx
------------------------------------ ----------------------------------
Xxxxxxx X. Xxxxxxx Title
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BENEFICIARY DESIGNATION
WEST POINTE BANCORP, INC. AND
WEST POINTE BANK AND TRUST COMPANY
SALARY CONTINUATION AGREEMENT
XXXXXXX X. XXXXXXX
I designate the following as beneficiary of any death benefits under the WEST
POINTE BANCORP, INC. and WEST POINTE BANK AND TRUST COMPANY Salary Continuation
Agreement:
Primary:
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Contingent:
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NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S)
AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature
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Date
--------------------------------
Accepted by the Company this _____ day of _______________, 200__.
By
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Title
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XXXXX XXXXXX CONSULTING WEST POINTE BANK & TRUST CO.
SCHEDULE A
XXXXXXX X. XXXXXXX
DOB: 3/17/1964 EARLY VOLUNTARY TERMINATION DISABILITY CHANGE OF CONTROL PRERETIREMENT
Effective Date: 1/1/2003 DEATH BENEFIT
Retirement Age: 65 Installment Installment Installment Installment
Payments Monthly Installments Payable Immediately Payable Immediately Payable at 65
BENEFIT ACCRUAL Based On Based On Based On Based On
PERIOD LEVEL BALANCE Vesting Accrual Vesting Accrual Vesting Benefit Benefit
ENDING AGE (1) (2) (3) (4) (5) (6) (7) (8) (9)
Dec 2003 39 32,660 3,776 0% 0 0% 0 100% 32,660 32,660
Dec 2004 40 32,660 7,845 0% 0 0% 0 100% 32,660 32,660
Dec 2005 41 32,660 12,230 0% 0 0% 0 100% 32,660 32,660
Dec 2006 42 32,660 16,956 0% 0 0% 0 100% 32,660 32,660
Dec 2007 43 32,660 22,048 0% 0 0% 0 100% 32,660 32,660
Dec 2008 44 32,660 27,536 20% 609 20% 609 100% 32,660 32,660
Dec 2009 45 32,660 33,450 40% 1,479 40% 1,479 100% 32,660 32,660
Dec 2010 46 32,660 39,823 60% 2,641 60% 2,641 100% 32,660 32,660
Dec 2011 47 32,660 46,691 80% 4,129 80% 4,129 100% 32,660 32,660
Dec 2012 48 32,660 54,091 100% 5,980 100% 5,980 100% 32,660 32,660
Dec 2013 49 32,660 62,067 100% 6,862 100% 6,862 100% 32,660 32,660
Dec 2014 50 32,660 70,661 100% 7,812 100% 7,812 100% 32,660 32,660
Dec 2015 51 32,660 79,923 100% 8,836 100% 8,836 100% 32,660 32,660
Dec 2016 52 32,660 89,904 100% 9,939 100% 9,939 100% 32,660 32,660
Dec 2017 53 32,660 100,659 100% 11,128 100% 11,128 100% 32,660 32,660
Dec 2018 54 32,660 112,250 100% 12,409 100% 12,409 100% 32,660 32,660
Dec 2019 55 32,660 124,740 100% 13,790 100% 13,790 100% 32,660 32,660
Dec 2020 56 32,660 138,200 100% 15,278 100% 15,278 100% 32,660 32,660
Dec 2021 57 32,660 152,705 100% 16,882 100% 16,882 100% 32,660 32,660
Dec 2022 58 32,660 168,336 100% 18,610 100% 18,610 100% 32,660 32,660
Dec 2023 59 32,660 185,180 100% 20,472 100% 20,472 100% 32,660 32,660
Dec 2024 60 32,660 203,332 100% 22,478 100% 22,478 100% 32,660 32,660
Dec 2025 61 32,660 222,893 100% 24,641 100% 24,641 100% 32,660 32,660
Dec 2026 62 32,660 243,973 100% 26,971 100% 26,971 100% 32,660 32,660
Dec 2027 63 32,660 266,690 100% 29,483 100% 29,483 100% 32,660 32,660
Dec 2028 64 32,660 291,170 100% 32,189 100% 32,189 100% 32,660 32,660
Feb 2029 64 32,660 295,430 100% 32,660 100% 32,660 100% 32,660 32,660
Salary Continuation Plan for
Xxxx Xxxxxx Xxxx & Xxxxx Xx. - Xxxxxxxxxx, XX
[ILLEGIBLE] [ILLEGIBLE]
XXXXXXX X. XXXXXXX
Xxxxx/Xxxxxx Consulting WEST POINTE BANK & TRUST CO.
SCHEDULE A
--------------------------------------------------
Xxxxxxx X. Xxxxxxx Early Voluntary
DOB: 3/17/1964 Termination Disability Change of Control PreRetirement
Effective Date: 1/1/2003 Death Benefit
Retirement Age: 65 Installment Installment Installment Installment
Payments Monthly Installments Payable Immediately Payable Immediately Payable at 65
------------------------------------------------ ------------------- -------------------- ------------------- ---------------
Benefit Accrual Based On Based On Based On Based On
Level Balance Vesting Accrual Vesting Accrual Vesting Benefit Benefit
Period ------- -------- ------- -------- ------- -------- ------- --------- ---------------
Ending Age (1) (2) (3) (4) (5) (6) (7) (8) (9)
------------------- ---- ------- -------- ------- -------- ------- -------- ------- --------- ---------------
Starting 3/1/2029, only interest is accrued.
Mar 2029 65 32,660 295,430 100% 32,660 100% 32,660 100% 32,660 32,660
March 17, 2029 Retirement; April 1, 2029 First Payment Date
(1) The first line reflects 12 months of data, January 2003 to December 2003.
Salary Continuation Plan for Xxxx Xxxxxx Xxxx & Xxxxx Xx., Xxxxxxxxxx, XX
[ILLEGIBLE]
XXXXXXX X. XXXXXXX
[ILLEGIBLE]
