SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES
UNITED BANK
West Springfield, Massachusetts
Effective October 1, 2007
Approved by the Board of Directors November 15, 2007
SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES
This Supplemental Retirement Plan for Senior Executives (the "Plan") is
effective October 1, 2007. This Plan formalizes the agreements by and between
UNITED BANK (the "Bank"), a federally chartered savings bank, and certain key
employees, hereinafter referred to as "Executive(s)", who have been selected and
approved by the Bank to participate in this Plan and who have evidenced their
participation by execution of a Supplemental Retirement Plan Participation
Agreement ("Participation Agreement") in a form provided by the Bank. This Plan
replaces the individual Executive Supplemental Compensation Agreements between
the Bank and certain Executives who are participants herein and is intended to
comply with Internal Revenue Code ("Code") Section 409A and any regulatory or
other guidance issued under such Section. Any reference herein to the "Company"
shall mean UNITED FINANCIAL BANCORP, INC.
WITNESSETH:
WHEREAS, Executives are employed by the Bank; and
WHEREAS, the Bank recognizes the valuable services heretofore performed for
it by such Executives and wishes to encourage their continued employment and to
provide them with additional incentive to achieve corporate objectives; and
WHEREAS, the Bank and certain of the Executives previously entered into
Executive Supplemental Compensation Agreements pursuant to which the Bank
offered Executive retirement benefits; and
WHEREAS, the Bank desires to replace the individual agreements with this
Plan, to include additional Executives in the Plan, and to modify the benefit
formula under the Plan; and
WHEREAS, the Bank desires to draft the Plan to comply with new Section 409A
of the Internal Revenue Code ("Code"); and
WHEREAS, the Bank intends this Plan to be considered an unfunded
arrangement, maintained primarily to provide supplemental retirement income for
its Executives, members of a select group of management or highly compensated
employees of the Bank, for tax purposes and for purposes of the Employee
Retirement Income Security Act of 1974, as amended; and
WHEREAS, the Bank has adopted this Supplemental Retirement Plan for Senior
Executives which controls all issues relating to Supplemental Benefits as
described herein and supersedes the individual arrangement with certain of the
Executives.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the Bank and Executives agree as follows:
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 Annuity Benefit" means that portion of the Annuity Benefit which
is expensed and accrued by the Bank under generally accepted accounting
principles (GAAP) at the date of measurement.
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.3 "Administrator" means the Bank and/or its Board.
1.4 "Annuity Benefit" means a stream of payments to an Executive payable as a
single life annuity with 15 years certain, commencing on the Annuity
Commencement Date.
1.5 "Annuity Commencement Date" means, unless otherwise set forth herein, the
Executive's Benefit Age.
1.6 "Bank" means UNITED BANK and any successor thereto.
1.7 "Beneficiary" means the person or persons (and their heirs) designated as
Beneficiary by Executive to whom the deceased Executive's benefits are
payable. Such beneficiary designation shall be made on the form attached
hereto as Exhibit A and filed with the Plan Administrator. If no
Beneficiary is so designated, then Executive's Spouse, if living, will be
deemed the Beneficiary. If Executive's Spouse is not living, then the
Children of Executive will be deemed the Beneficiaries and will take on a
per stirpes basis. If there are no living Children, then the Estate of
Executive will be deemed the Beneficiary.
1.8 "Benefit Age" shall be the birthday on which Executive attains the age
set forth in Executive's Participation Agreement.
1.9 "Board" shall mean the Board of Directors of the Bank, unless
specifically noted otherwise.
1.10 "Cause" shall mean Executive's personal dishonesty, incompetence, willful
misconduct, any breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than minor traffic violations or similar
offenses) or final cease-and-desist order, or material breach of Section
7.14 of this Plan. In determining incompetence, the acts or omissions
shall be measured against standards generally prevailing in the savings
institutions industry. For purposes of this paragraph, no act or failure
to act on the part of the Executive shall be considered "willful" unless
done, or omitted to be done, by Executive not in good faith and without
reasonable belief that Executive's action or omission was in the best
interest of the Bank. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or based upon
the advice of counsel for the Bank shall be conclusively presumed to be
done, or omitted to be done, by Executive in good faith and in the best
interests of the Bank. The cessation of employment of Executive shall not
be deemed to be for Cause unless and until there shall have been
delivered to Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-fourths of the entire membership
of the Board of the Bank at a meeting of such Board called and held for
such purpose (after reasonable notice is provided to Executive and
Executive is given an opportunity, together with counsel, to be heard
before such Board), finding that, in the good faith opinion of such
Board, Executive is guilty of the conduct described above, and specifying
the particulars thereof in detail.
1.11 A "Change in Control" of the Bank or the Company shall mean (1) a change
in ownership of the Bank or the Company under paragraph (i) below, or (2)
a change in effective control of the Bank or the Company under paragraph
(ii) below, or (3) a change in the ownership of a substantial portion of
the assets of the Bank or the Company under paragraph (iii) below:
(i) Change in the ownership of the Bank or the Company. A change
in the ownership of the Bank or the Company shall occur on
the date that any one person, or more than one person acting
as a group (as defined in Treasury Regulation Section
1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the
corporation that, together with stock held by such person or
group, constitutes more than 50% of the total fair market
value or total voting power of the stock of such corporation.
(ii) Change in the effective control of the Bank or the Company.
A change in the effective control of the Bank or the Company
shall occur on the date that either (A) any one person, or
more than one person acting as a group (as defined in
Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires
(or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or
persons) ownership of stock of the Bank or the Company
possessing 30% or more of the total voting power of the stock
of the Bank or the Company; or (B) a majority of members of
the Bank or the Company's Board of Directors is replaced
during any 12-month period by Directors whose appointment or
election is not endorsed by a majority of the members of the
corporation's Board of Directors prior to the date of the
appointment or election, provided that this sub-section (B)
is inapplicable where a majority shareholder of the Bank or
the Company is another corporation.
(iii) Change in the ownership of a substantial portion of the
Bank's or the Company's assets. A change in the ownership of
a substantial portion of the Bank's or the Company's assets
shall occur on the date that any one person, or more than one
person acting as a group (as defined in Treasury Regulation
Section 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired
during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the
Bank or the Company that have a total gross fair market value
equal to more than 40% of the total gross fair market value
of all of the assets of the Bank or the Company immediately
prior to such acquisition. For this purpose, gross fair
market value means the value of the assets of the
corporation, or the value of the assets being disposed of,
determined without regard to any liabilities associated with
such assets.
(iv) For all purposes hereunder, the definition of Change in
Control shall be construed to be consistent with the
requirements of Treasury Regulation Section 1.409A-3(i)(5),
except to the extent that such regulations are superseded by
subsequent guidance. A Change in Control shall not be deemed
to have occurred upon the second-step conversion of the
Company to a fully converted stock company.
1.12 "Children" means Executive's children, or the issue of any deceased
Children, then living at the time payments are due the Children under
this Plan. The term "Children" shall include both natural and adopted
Children.
1.13 "Code" means the Internal Revenue Code of 1986, as amended.
1.14 "Death Benefit" shall mean, unless an Executive's Participation Agreement
provides otherwise, a Lump Sum payment equal to the Present Value of the
Accrued Annuity Benefit as of the date of death, without any
pre-retirement reductions.
1.15 "Disability Benefit" means a Lump Sum payment equal to the Annuity
Benefit payable at Benefit Age, as if Executive had continued to work
until Benefit Age and Executive's base salary increased five percent (5%)
per year for each calendar year until Executive's Benefit Age.
Alternatively, an Executive may elect in his Participation Agreement to
receive the benefit payment in another form.
1.16 "Effective Date" of this Plan shall be October 1, 2007.
1.17 "Estate" means the estate of Executive.
1.18 "Executive" means the executive officer who has been selected and
approved by the Board to participate in the Plan and who has agreed to
participation by completing a Participation Agreement.
1.19 "Final Average Compensation" shall mean the total base salary plus bonus
paid during a calendar year, including salary deferrals into a 401(k)
Plan or cafeteria plan. Final Average Compensation shall be averaged over
the highest three (3) calendar years of the Executive's final five (5)
calendar years of employment with the Bank.
1.20 "Good Reason," shall mean (a) material change in Executive's function,
duties, or responsibility, which change would cause executive's position
to become one of lesser responsibility, importance, or scope; (b)
liquidation or dissolution of the Bank or Company other than liquidations
or dissolutions that are caused by reorganization that do not affect the
status of Executive; (c) reduction in executive's annual compensation or
benefits or relocation of Executive's principal place of employment by
more than 25 miles from its location as of the date of this Agreement; or
(d) material breach of this Plan by the Bank.
1.21 "Lump Sum" shall mean payment in a single sum equal to the Present Value
of the Annuity Benefit or Accrued Annuity Benefit, as applicable.
1.22 "Normal Benefit Date" shall be 180 days following Executive's Separation
from Service (other than due to death or Disability). In the event of
Executive's death, the Normal Benefit Date shall mean the first day of
the second month following the month in which Executive's death occurs.
In the event of the Executive's Disability, the Normal Benefit Date shall
be the Benefit Age set forth in Executive's Participation Agreement,
unless the Executive has elected to have the Disability Benefit commence
on the first day of the second month following the determination of
Disability.
1.23 "Normal Benefit Form" means a Lump Sum payment equal to the Present
Value, as of the time of payment, of the Annuity Benefit.
1.24 "Participation Agreement" means the agreement between Executive and the
Bank which sets forth the particulars of Executive's Supplemental Benefit
and/or other benefits to which Executive or Executive's Beneficiary
becomes entitled under the Plan.
1.25 "Plan Year" shall mean the calendar year.
1.26 "Present Value" shall mean the actuarial present value of a payment
stream. Unless otherwise set forth herein, the Present Value shall be
determined using a six percent (6%) interest rate and 1994 Group Annuity
Reserving Table.
1.27 "Prorate Fraction" shall be a fraction, the numerator of which is the
Executive's years of employment from the Executive's original date of
hire and the denominator of which shall be set forth in the Executive's
Participation Agreement, provided, however, that the Prorate Fraction
shall never exceed "one".
1.28 "Separation from Service" means Executive's death, retirement or other
termination of employment with the Bank within the meaning of Code
Section 409A. No Separation from Service shall be deemed to occur due to
military leave, sick leave or other bona fide leave of absence if the
period of such leave does not exceed six months or, if longer, so long as
Executive's right to reemployment is provided by law or contract. If the
leave exceeds six months and Executive's right to reemployment is not
provided by law or by contract, then Executive shall have a Separation
from Service on the first date immediately following such six-month
period.
Whether a Separation from Service has occurred is determined based on
whether the facts and circumstances indicate that the employer and
employee reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide services
the employee would perform after such date (whether as an employee or as
an independent contractor) would permanently decrease to no more than 49%
of the average level of bona fide services performed over the immediately
preceding 36 months (or such lesser period of time in which Executive
performed services for the Bank). The determination of whether an
Executive has had a Separation from Service shall be made by applying the
presumptions set forth in the Treasury Regulations under Code Section
409A.
1.29 "Specified Employee" means, in the event the Bank or any corporate parent
is or becomes publicly traded, a "Key Employee" as such term is defined
in Code Section 416(i) without regard to paragraph 5 thereof.
Notwithstanding anything to the contrary herein, in the event an
Executive is a Specified Employee and becomes entitled to a payment
hereunder due to Separation from Service for any reason (other than death
or Disability), the payments to such Executive shall not commence until
the first day of the seventh month following such Separation from
Service. Whether and the extent to which a person is a Specified Employee
shall be determined on the "Specified Employee Determination Date" which
shall be December 31 of each calendar year and shall be applicable
commencing on the following April 1, in accordance with the rules set
forth in the Treasury Regulations under Code Section 409A.
1.30 "Spouse" means the individual to whom Executive is legally married at the
time of Executive's death, provided, however, that the term "Spouse"
shall not refer to an individual to whom Executive is legally married at
the time of death if Executive and such individual have entered into a
formal separation agreement (provided that such separation agreement does
not provide otherwise or state that such individual is entitled to a
portion of the benefit hereunder) or initiated divorce proceedings.
1.31 "Supplemental Benefit" means a benefit (before taking into account
federal and state income taxes) payable to an Executive who satisfies the
conditions to receive a benefit as described in this Plan.
1.32 "Treasury Regulations" means the final regulations promulgated under
Section 409A of the Code.
1.33 "Vesting Rate" shall be the rate set forth in the Executive's
Participation Agreement.
1.34 "Yearly Benefit Amount" means the annual amount contingently payable as
an Annuity Benefit. The Yearly Benefit Amount shall be equal to the
percentage of the Executive's Final Average Compensation set forth in the
Executive's Participation Agreement.
SECTION II
ESTABLISHMENT OF RABBI TRUST
The Bank may establish a rabbi trust into which the Bank may contribute
assets which shall be held therein, subject to the claims of the Bank's
creditors in the event of the Bank's "Insolvency" as defined in the agreement
which establishes such rabbi trust, until the contributed assets are paid to
Executives and their Beneficiaries in such manner and at such times as specified
in this Plan. Contributions to a rabbi trust would provide the Bank with a
source of funds to assist it in meeting the liabilities of this Plan. To the
extent the language in this Plan is modified by the language in the rabbi trust
agreement, the rabbi trust agreement shall supersede this Plan. Contributions to
the rabbi trust may be made during each Plan Year in accordance with the rabbi
trust agreement. It is expected that the amount of such contribution(s), if any,
would be equal to the full present value of all benefit accruals under this
Plan, if any, less: (i) previous contributions made on behalf of Executive to
the rabbi trust, and (ii) earnings to date on all such previous contributions.
In the event of a Change in Control, the Bank shall transfer to the rabbi trust
within thirty (30) days prior to such Change in Control, the present value
(applying the Interest Factor applicable to a Change in Control) of an amount
sufficient to fully fund the Supplemental Benefit for each Executive covered by
this Plan.
SECTION III
BENEFITS
3.1 Separation from Service On or After Benefit Age. If Executive has a
Separation from Service on or after Benefit Age, Executive shall be
entitled to a Supplemental Benefit determined in the manner set forth
herein. The Supplemental Benefit shall be determined as an Annuity
Benefit equal to the Yearly Benefit Amount multiplied by the Prorate
Fraction. The Supplemental Benefit shall commence on Executive's Normal
Benefit Date and shall be payable in a Lump Sum, unless Executive has
elected at the time of execution of the Participation Agreement to
receive another form of benefit.
3.2 Separation from Service Prior to Benefit Age. If Executive has a
voluntary or involuntary Separation from Service (other than due to
cause, death or Disability) after the Executive has a vested Accrued
Annuity Benefit but prior to the attainment of his or her Benefit Age,
Executive shall be entitled to a Supplemental Benefit, calculated in the
manner set forth in Section 3.1. If applicable, the Supplemental Benefit
shall be multiplied by the Executive's Vesting Rate. In addition, if
Executive is less than age 62 at time of commencement of the Supplemental
Benefit, the Supplemental Benefit will be further reduced by 5% per year
for each year prior to age 62 that the benefit payment commences. The
Supplemental Benefit shall commence on Executive's Normal Benefit Date
and shall be payable in a Lump Sum, unless Executive has elected at the
time of execution of the Participation Agreement to receive an Annuity
Benefit.
3.3 Death Benefit.
(a) If an Executive dies prior to attaining his Benefit Age but while
employed at the Bank, Executive's Beneficiary shall be entitled to the
Death Benefit. The Death Benefit shall commence on the Normal Benefit
Date and shall be payable in the Normal Benefit Form.
(b) If an Executive dies following Separation from Service and after
becoming vested in an Accrued Annuity Benefit but prior to the
commencement of benefit payments, Executive's Beneficiary shall be
entitled to the payment of the amount otherwise payable to Executive
under the applicable Sub-section of this Section III, commencing on
the Normal Benefit Date and payable in a Lump Sum.
3.4. Benefit Payable Following a Change in Control.
(a) If a Change in Control occurs and, Executive is involuntarily
terminated or terminates for "good reason" (as defined in Code Section
409A), Executive shall be entitled to a Supplemental Benefit
calculated as if Executive had attained Executive's Benefit Age at the
time of the Change in Control, and Executive's base salary had
increased five percent (5%) per year until Benefit Age.
Notwithstanding the foregoing, if the Supplemental Benefit provided
under this Section 3.4, either as a stand-alone benefit or when
aggregated with other payments to or for the benefit of an Executive
that are contingent on a Change in Control, would cause an Executive
to have an "excess parachute payment" under Code Section 280G, the
Supplemental Benefit and/or such other payments shall be reduced to
avoid this result. In the event a reduction is necessary, the
Executive shall be entitled to determine which benefits or payments
shall be reduced or eliminated so the total parachute payments do not
result in an excess parachute payment. If an Executive does not make
this determination within ten business days after receiving a written
request form the Bank, the Bank may make such determination, and shall
notify the Executive promptly thereof. In the event it is determined
that permitting the Executive or the Bank to make the determination
regarding the form or manner of reduction would violate Code Section
409A, such reduction shall be made pro rata.
(b) If Executive's employment terminates within two years following the
Change in Control for reasons set forth in Section 3.4(a), Executive's
Supplemental Benefit will be paid in a Lump Sum. For these purposes, a
determination of the Present Value of the Annuity Benefit shall be
determined by applying the applicable federal interest rate required
under Code Sections 280G and 1274(d).
(c) If Executive's employment terminates more than two years following
the Change in Control, the Supplemental Benefit shall be paid at the
time and in the form elected by Executive under Section 3.1 or 3.2
hereof, based on whether Separation from Service occurs before or
after Benefit Age.
(d) If a Change in Control occurs after the Executive commences receiving
Supplemental Benefit payments under this Plan in the form of either an
annuity or lump sum, and the Executive has made an election in the
Executive's Participation Agreement, the Present Value of the
remaining payments shall be determined and shall be payable to the
Executive in a Lump Sum.
3.5 Termination for Cause. If Executive is terminated for Cause, all benefits
under this Plan shall be forfeited by Executive and Executive's
participation in this Plan shall become null and void.
3.6 Disability Benefit. Notwithstanding any other provision hereof, if
Executive becomes Disabled prior to his or her Benefit Age, Executive
shall be entitled to receive the Disability Benefit hereunder. Executive
shall be deemed to be "Disabled" or to have a "Disability" in any case in
which it is determined:
(a) by a duly licensed physician selected by the Bank, that Executive is
unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death, or last for a continuous period of not
less than 12 months;
(b) by reason of any medically determinable physical or mental impairment
which can be expected to result in death, or last for a continuous
period of not less than 12 months, that the Executive is receiving
income replacement benefits for a period of not less than three months
under an accident and health plan covering employees of Executive's
employer; or
(c) by the Social Security Administration, that Executive is totally
disabled.
The Disability Benefit shall be payable at the Benefit Age set forth in
the Executive's Participation Agreement unless the Executive makes an
election prior to December 31, 2007 (or if later, within thirty (30) days
of initial eligibility to participate in the Plan), to have the
Disability Benefit paid within two months of the Disability
determination.
3.7 Change in Form or Timing of Benefit. In the event the Executive desires
to change the form or time of payment of the Supplemental Retirement
Benefit, and such alternate form or time is permitted by the applicable
subsection of this Section III, such change in election may be made
provided the following conditions are satisfied:
(i) any change in the form or timing must be elected at least 12 months
before the benefit would otherwise be paid or commence, and
(ii) any change (in form or timing) must result in a minimum five (5)
year delay in the commencement of the effected payment.
SECTION IV
BENEFICIARY DESIGNATION
Executive shall make an initial designation of primary and secondary
Beneficiaries upon execution of his Participation Agreement and shall have the
right to change such designation, at any subsequent time, by submitting to the
Administrator, in substantially the form attached as Exhibit A, a written
designation of primary and secondary Beneficiaries. Any Beneficiary designation
made subsequent to execution of the Participation Agreement shall become
effective only when receipt thereof is acknowledged in writing by the
Administrator.
SECTION V
EXECUTIVE'S RIGHT TO ASSETS:
ALIENABILITY AND ASSIGNMENT PROHIBITION
At no time shall Executive be deemed to have any lien, right, title or
interest in or to any specific investment or asset of the Bank. The rights of
Executive, any Beneficiary, or any other person claiming through Executive under
this Plan, shall be solely those of an unsecured general creditor of the Bank.
Executive, the Beneficiary, or any other person claiming through Executive,
shall only have the right to receive from the Bank those payments so specified
under this Plan. Neither Executive nor any Beneficiary under this Plan 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 Executive or
his Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.
SECTION VI ACT PROVISIONS
6.1 Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary
and Administrator of this Plan. As Administrator, the Bank shall be
responsible for the management, control and administration of the Plan as
established herein. The Administrator may delegate to others certain
aspects of the management and operational responsibilities of the Plan,
including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
6.2 Claims Procedure and Arbitration. In the event that benefits under this
Plan are not paid to Executive (or to his Beneficiary in the case of
Executive'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
Administrator shall review the written claim and, if the claim is denied,
in whole or in part, they shall provide in writing, within thirty (30)
days of receipt of such claim, their specific reasons for such denial,
reference to the provisions of this Plan or the Participation Agreement
upon which the denial is based, and any additional material or
information necessary to perfect the claim. Such writing by the
Administrator shall further indicate the additional steps which must be
undertaken 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 thirty (30) days of the first claim denial. Claimants
may review this Plan, the Participation Agreement or any documents
relating thereto and submit any issues and comments, in writing, 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 state the specific
reasons for the decision and shall include reference to specific
provisions of this Plan or the Participation Agreement upon which the
decision is based.
If claimants continue to dispute the benefit denial based upon completed
performance of this Plan and the Participation Agreement or the meaning
and effect of the terms and conditions thereof, it shall be settled by
arbitration administered by the American Arbitration Association ("AAA")
under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
SECTION VII MISCELLANEOUS
7.1 No Effect on Employment Rights. Nothing contained herein will confer upon
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 Plan.
7.2 Governing Law. The Plan is established under, and will be construed
according to, the laws of the Commonwealth of Massachusetts, to the
extent such laws are not preempted by the Act or the Code and valid
regulations published thereunder.
7.3 Severability and Interpretation of Provisions. In the event that any of
the provisions of this Plan or portion hereof are held to be inoperative
or invalid by any court of competent jurisdiction, or in the event that
any provision is found to violate Code Section 409A and would subject
Executive to additional taxes and interest on the amounts deferred
hereunder, or in the event that any legislation adopted by any
governmental body having jurisdiction over the Bank would be
retroactively applied to invalidate this Plan or any provision hereof or
cause the benefits hereunder to be taxable, 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.
In the event that the intent of any provision shall need to be construed
in a manner to avoid taxability, such construction shall be made by the
Administrator in a manner that would manifest to the maximum extent
possible the original meaning of such provisions.
7.4 Incapacity of Recipient. In the event Executive 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 Plan to which such
Executive is entitled shall be paid to such conservator or other person
legally charged with the care of his person or Estate.
7.5 Unclaimed Benefit. Executive shall keep the Bank informed of his or her
current address and the current address of his Beneficiaries. If the
location of Executive is not made known to the Bank, the Bank shall delay
payment of Executive's benefit payment(s) until the location of Executive
is made known to the Bank; however, the Bank shall only be obligated to
hold such benefit payment(s) for Executive until the expiration of three
(3) years. Upon expiration of the three (3) year period, the Bank may
discharge its obligation by payment to Executive's Beneficiary. If the
location of Executive's Beneficiary is not known to the Bank, Executive
and his Beneficiary(ies) shall thereupon forfeit any rights to the
balance, if any, of any benefits provided for such Executive and/or
Beneficiary under this Plan.
7.6 Limitations on Liability. Notwithstanding any of the preceding provisions
of the Plan, no individual acting as an employee or agent of the Bank, or
as a member of the Board of the Bank shall be personally liable to
Executive or any other person for any claim, loss, liability or expense
incurred in connection with the Plan.
7.7 Gender. Whenever in this Plan 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.
7.8 Effect on Other Corporate Benefit Plans. Nothing contained in this Plan
shall affect the right of Executive to participate in or be covered by
any qualified or nonqualified 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.
7.9 Inurement. This Plan shall be binding upon and shall inure to the benefit
of the Bank, its successors and assigns, and Executive, his successors,
heirs, executors, administrators, and Beneficiaries.
7.10 Acceleration of Payments. Except as specifically permitted herein or in
other sections of this Plan, no acceleration of the time or schedule of
any payment may be made hereunder. Notwithstanding the foregoing,
payments may be accelerated hereunder by the Bank, in accordance with the
provisions of Treasury Regulation Section 1.409A-3(j)(4) and any
subsequent guidance issued by the United States Treasury Department.
Accordingly, payments may be accelerated, in accordance with requirements
and conditions of the Treasury Regulations (or subsequent guidance) in
the following circumstances: (i) as a result of certain domestic
relations orders; (ii) in compliance with ethics agreements with the
Federal Government; (iii) in compliance with ethics laws or conflicts of
interest laws; (iv) in limited cash-outs (but not in excess of the limit
under Code Section 402(g)(1)(B)); (v) in the case of certain
distributions to avoid a non-allocation year under Code Section 409(p);
(vi) to apply certain offsets in satisfaction of a debt of Executive to
the Bank; (vii) in satisfaction of certain bona fide disputes between
Executive and the Bank; or (viii) for any other purpose set forth in the
Treasury Regulations and subsequent guidance.
7.11 Headings. Headings and sub-headings in this Plan are inserted for
reference and convenience only and shall not be deemed a part of this
Plan.
7.12 12 U.S.C. ss. 1828(k). Any payments made to Executive pursuant to this
Plan or otherwise are subject to and conditioned upon compliance with 12
U.S.C. ss. 1828(k) or any regulations promulgated thereunder.
7.13 Payment of Employment and Code Section 409A Taxes. Any distribution under
this Plan shall be reduced by the amount of any taxes required to be
withheld from such distribution. This Plan shall permit the acceleration
of the time or schedule of a payment to pay employment-related taxes as
permitted under Treasury Regulation Section 1.409A-3(j) or to pay any
taxes that may become due at any time that the arrangement fails to meet
the requirements of Code Section 409A and the regulations and other
guidance promulgated thereunder. In the latter case, such payments shall
not exceed the amount required to be included in income as the result of
the failure to comply with the requirements of Code Section 409A.
7.14 Non-Competition. The benefits provided to Executives under this Plan are
specifically conditioned on each Executive's covenant that, for a period
of two (2) years following the Executive's Separation from Service with
the Bank, that he will not, without the written consent of the Bank,
either directly or indirectly:
(i) solicit, offer employment to, or take any other action intended (or
that a reasonable person acting in like circumstances would expect) to
have the effect of causing any officer or employee of the Bank or of
any holding company of the Bank, or any of their respective
subsidiaries or affiliates, to terminate his or her employment and
accept employment or become affiliated with, or provide services for
compensation in any capacity whatsoever to, any business whatsoever
that competes with the business of the Bank or of any holding company
of the Bank, or any of their direct or indirect subsidiaries or
affiliates, that has headquarters or offices within twenty-five (25)
miles of the locations in which the Bank of any holding company of the
Bank has business operations or has filed an application for
regulatory approval to establish an office;
(ii) become an officer, employee, consultant, director, independent
contractor, agent, joint venturer, partner or trustee of any savings
bank, savings and loan association, savings and loan holding company,
credit union, bank or bank holding company, insurance company or
agency, any mortgage or loan broker or any other entity that competes
with the business of the Bank or any holding company of the Bank or
any of their direct or indirect subsidiaries or affiliates, that has
headquarters or offices within twenty-five (25) miles of the locations
in which the Bank or any holding company of the Bank has business
operations or has filed an application for regulatory approval to
establish an office; provided, however, that this restriction shall
not apply if Executive's employment is terminated following a Change
in Control; or
(iii) solicit, provide any information, advice or recommendation or take
any other action intended (or that a reasonable person acting in like
circumstances would expect) to have the effect of causing any customer
of the Bank to terminate an existing business or commercial
relationship with the Bank.
In the event that the Executive competes in violation of this provision,
all Supplemental Benefits payable to Executive shall cease and any
Supplemental Benefits previously paid shall be reimbursed to the Bank
within thirty (30) days of the Bank's notification to Executive that this
provision has been violated.
SECTION VIII
AMENDMENT/TERMINATION
8.1 Amendment or Modification. This Plan may be amended or modified at any
time, provided, however, that no such amendment may serve to reduce the
vested Accrued Annuity Benefit of any Executive, and provided further,
that no amendment or modification shall be valid if it violates Code
Section 409A, as in effect at the time of such amendment or modification.
8.2 Termination of Plan. Subject to the requirements of Code Section 409A, in
the event of complete termination of the Plan, the Plan shall cease to
operate and the Bank shall pay out to Executive his benefit as if
Executive had terminated employment as of the effective date of the
complete termination. Such complete termination of the Plan shall occur
only under the following circumstances and conditions:
(a) The Board may terminate the Plan within 12 months of a corporate
dissolution taxed under Code Section 331, or with approval of a
bankruptcy court pursuant to 11 U.S.C. ss.503(b)(1)(A), provided that
the amounts deferred under the Plan (e.g., the Accrued Annuity
Benefit) are included in Executive's gross income in the latest of (i)
the calendar year in which the Plan terminates; (ii) the calendar year
in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the payment is
administratively practicable.
(b) The Board may terminate the Plan by Board action taken within the 30
days preceding a Change in Control (but not following a Change in
Control), provided that the Plan shall only be treated as terminated
if all substantially similar arrangements sponsored by the Bank are
terminated so that Executive and all participants under substantially
similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within 12
months of the date of the termination of the arrangements. Following
the termination of the Plan, the amount payable to Executive shall be
the amount to which Executive is entitled upon a Change in Control, as
set forth in Executive's Participation Agreement.
SECTION IX
EXECUTION
9.1 This Plan 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 Plan.
9.2 This Plan shall be executed in duplicate, each copy of which, when so
executed and delivered, shall be an original, but both copies shall
together constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the Bank has caused this Plan to be executed on this
27th day of November, 2007.
ATTEST: UNITED BANK
/s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------------------ --------------------------
Secretary
Title: Vice President & Treasurer
SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT
I, Xxxxxxx X. Xxxxxxx, and UNITED BANK hereby agree, for good and valuable
consideration, the value of which is hereby acknowledged, that I shall
participate in the Supplemental Retirement Plan for Senior Executives ("Plan")
established as of October 1, 2007, by UNITED BANK, as such Plan may now exist or
hereafter be modified, and do further agree to the terms and conditions thereof.
The Supplemental Retirement Plan replaces and supersedes the Executive
Supplemental Compensation Agreement in which I previously participated.
I understand that I must execute this Supplemental Retirement Plan
Participation Agreement ("Participation Agreement") as well as notify the
Administrator of such execution in order to participate in the Plan. The
provisions of the Plan are incorporated herein by reference. In the event of an
inconsistency between the terms of this Participation Agreement and the Plan,
the terms of the Plan shall control.
The following provisions relate to a determination of my Supplemental
Benefit under the Plan.
Benefit Age. My Benefit Age is sixty-nine (69).
-----------
Final Average Compensation Percentage: Forty Percent (40%).
-------------------------------------
Yearly Benefit Service Prorate Denominator: Nine (9).
-------------------------------------------
Vesting Rate: 10% per year from original date of hire.
------------
Separation from Service on or After Benefit Age. I understand that if I
retire on or after attainment of my Benefit Age, I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.1 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Separation from Service Prior to Benefit Age. If I have a vested Accrued
Annuity Benefit at the time of my voluntary or involuntary Separation from
Service without Cause (as defined in the Plan) prior to attainment of my Benefit
Age (other than due to death or Disability), I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.2 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Termination for Cause. I understand that if I have a termination for Cause,
my entire benefit under this Plan shall be forfeited.
Death Benefit. In the event of my death prior to Separation from Service,
my Beneficiary shall be entitled to a Death Benefit, equal to the amount
calculated in accordance with the terms of Sections 1.14 and 3.3 of the Plan.
Such Death Benefit shall be payable in a Lump Sum.
Following a Change in Control.
(a) Change in Control Occurs Before Separation from Service. I understand
that if there is a Change in Control I will be entitled to my Supplemental
Benefit calculated as set forth in Section 3.4 of the Plan. If I Separate from
Service within two years following a Change in Control, my Supplemental Benefit
shall be paid in a Lump Sum. If my Separation from Service occurs two or more
years following a Change in Control, my Supplemental Benefit shall be paid in
accordance with the applicable election above for Separation from Service before
Benefit Age or after Benefit Age.
(b) Change in Control Occurs After Separation from Service. In the event a
Change in Control occurs following my Separation from Service, while I am
receiving my Supplemental Benefit in the form of an annuity or installment
payments, I can elect, by checking the box below, to have the Present Value of
my remaining payments paid in the form of a lump sum payment.
[ ] I elect to have the Present Value of my remaining payments paid in a
Lump Sum.
Disability While Employed. I understand that in the event of my Disability
prior to my Benefit Age, I will be entitled to the Disability Benefit calculated
as set forth in Section 3.6 of the Plan. My Disability Benefit will be paid in a
Lump Sum unless I elect another form of benefit. I elect to receive my
Disability Benefit in the following form:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
My Disability Benefit shall be payable:
[ ] Upon the determination of my Disability
[ ] Upon the attainment of my Benefit Age
This Participation Agreement shall become effective upon execution (below)
by both Executive and a duly authorized officer of the Bank.
Dated this _____ day of ______________________, 2007.
UNITED BANK EXECUTIVE
-------------------------------- ------------------
(Bank's duly authorized Officer) Xxxxxxx X. Xxxxxxx
SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT
I, Xxxxx X. Xxxxxx, and UNITED BANK hereby agree, for good and valuable
consideration, the value of which is hereby acknowledged, that I shall
participate in the Supplemental Retirement Plan for Senior Executives ("Plan")
established as of October 1, 2007, by UNITED BANK, as such Plan may now exist or
hereafter be modified, and do further agree to the terms and conditions thereof.
The Supplemental Retirement Plan replaces and supersedes the Executive
Supplemental Compensation Agreement in which I previously participated.
I understand that I must execute this Supplemental Retirement Plan
Participation Agreement ("Participation Agreement") as well as notify the
Administrator of such execution in order to participate in the Plan. The
provisions of the Plan are incorporated herein by reference. In the event of an
inconsistency between the terms of this Participation Agreement and the Plan,
the terms of the Plan shall control.
The following provisions relate to a determination of my Supplemental
Benefit under the Plan.
Benefit Age. My Benefit Age is sixty-five (65).
-----------
Final Average Compensation Percentage: Twenty-three Percent (23%).
-------------------------------------
Yearly Benefit Service Prorate Denominator: Twenty-five (25).
------------------------------------------
Vesting Rate: 10-Year Xxxxx Xxxxxxx from original date of hire.
------------
Separation from Service on or After Benefit Age. I understand that if I
retire on or after attainment of my Benefit Age, I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.1 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Separation from Service Prior to Benefit Age. If I have a vested Accrued
Annuity Benefit at the time of my voluntary or involuntary Separation from
Service without Cause (as defined in the Plan) prior to attainment of my Benefit
Age (other than due to death or Disability), I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.2 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Termination for Cause. I understand that if I have a termination for Cause,
my entire benefit under this Plan shall be forfeited.
Death Benefit. In the event of my death prior to Separation from Service,
my Beneficiary shall be entitled to a Death Benefit, calculated in accordance
with Sections 1.14 and 3.3 of the Plan and payable in a Lump Sum.
Following a Change in Control.
(a) Change in Control Occurs Before Separation from Service. I understand
that if there is a Change in Control I will be entitled to my Supplemental
Benefit calculated as set forth in Section 3.4 of the Plan. If I Separate from
Service within two years following a Change in Control, my Supplemental Benefit
shall be paid in a Lump Sum. If my Separation from Service occurs two or more
years following a Change in Control, my Supplemental Benefit shall be paid in
accordance with the applicable election above for Separation from Service before
Benefit Age or after Benefit Age.
(b) Change in Control Occurs After Separation from Service. In the event a
Change in Control occurs following my Separation from Service, while I am
receiving my Supplemental Benefit in the form of an annuity or installment
payments, I can elect, by checking the box below, to have the Present Value of
my remaining payments paid in the form of a lump sum payment.
[ ] I elect to have the Present Value of my remaining payments paid in a
Lump Sum.
Disability While Employed. I understand that in the event of my Disability
prior to my Benefit Age, I will be entitled to the Disability Benefit calculated
as set forth in Section 3.6 of the Plan. My Disability Benefit will be paid in a
Lump Sum unless I elect another form of benefit. I elect to receive my
Disability Benefit in the following form:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
My Disability Benefit shall be payable:
[ ] Upon the determination of my Disability
[ ] Upon the attainment of my Benefit Age
This Participation Agreement shall become effective upon execution (below)
by both Executive and a duly authorized officer of the Bank.
Dated this _____ day of ______________________, 2007.
UNITED BANK EXECUTIVE
-------------------------------- ------------------
(Bank's duly authorized Officer) Xxxxx X. Xxxxxx
SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT
I, X. Xxxxxxx Xxxxxxxx, and UNITED BANK hereby agree, for good and valuable
consideration, the value of which is hereby acknowledged, that I shall
participate in the Supplemental Retirement Plan for Senior Executives ("Plan")
established as of October 1, 2007, by UNITED BANK, as such Plan may now exist or
hereafter be modified, and do further agree to the terms and conditions thereof.
I understand that I must execute this Supplemental Retirement Plan
Participation Agreement ("Participation Agreement") as well as notify the
Administrator of such execution in order to participate in the Plan. The
provisions of the Plan are incorporated herein by reference. In the event of an
inconsistency between the terms of this Participation Agreement and the Plan,
the terms of the Plan shall control.
The following provisions relate to a determination of my Supplemental
Benefit under the Plan.
Benefit Age. My Benefit Age is sixty-five (65).
-----------
Final Average Compensation Percentage: Thirty Percent (30%).
-------------------------------------
Yearly Benefit Service Prorate Denominator: Twenty (20).
------------------------------------------
Vesting Rate: 10-Year Xxxxx Xxxxxxx from original date of hire.
------------
Separation from Service on or After Benefit Age. I understand that if I
retire on or after attainment of my Benefit Age, I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.1 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Separation from Service Prior to Benefit Age. If I have a vested Accrued
Annuity Benefit at the time of my voluntary or involuntary Separation from
Service without Cause (as defined in the Plan) prior to attainment of my Benefit
Age (other than due to death or Disability), I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.2 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Termination for Cause. I understand that if I have a termination for Cause,
my entire benefit under this Plan shall be forfeited.
Death Benefit. In the event of my death prior to Separation from Service,
my Beneficiary shall be entitled to a Death Benefit, calculated in accordance
with Section 1.14 and 3.3 of the Plan and payable in a Lump Sum.
Following a Change in Control.
(a) Change in Control Occurs Before Separation from Service. I understand
that if there is a Change in Control I will be entitled to my Supplemental
Benefit calculated as set forth in Section 3.4 of the Plan. If I Separate from
Service within two years following a Change in Control, my Supplemental Benefit
shall be paid in a Lump Sum. If my Separation from Service occurs two or more
years following a Change in Control, my Supplemental Benefit shall be paid in
accordance with the applicable election above for Separation from Service before
Benefit Age or after Benefit Age.
(b) Change in Control Occurs After Separation from Service. In the event a
Change in Control occurs following my Separation from Service, while I am
receiving my Supplemental Benefit in the form of an annuity or installment
payments, I can elect, by checking the box below, to have the Present Value of
my remaining payments paid in the form of a lump sum payment.
[ ] I elect to have the Present Value of my remaining payments paid in
a Lump Sum.
Disability While Employed. I understand that in the event of my Disability
prior to my Benefit Age, I will be entitled to the Disability Benefit calculated
as set forth in Section 3.6 of the Plan. My Disability Benefit will be paid in a
Lump Sum unless I elect another form of benefit. I elect to receive my
Disability Benefit in the following form:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
My Disability Benefit shall be payable:
[ ] Upon the determination of my Disability
[ ] Upon the attainment of my Benefit Age
This Participation Agreement shall become effective upon execution (below)
by both Executive and a duly authorized officer of the Bank.
Dated this _____ day of ______________________, 2007.
UNITED BANK EXECUTIVE
-------------------------------- -------------------
(Bank's duly authorized Officer) X. Xxxxxxx Xxxxxxxx
SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT
I, Xxxx X. Xxxxxxxxx, and UNITED BANK hereby agree, for good and valuable
consideration, the value of which is hereby acknowledged, that I shall
participate in the Supplemental Retirement Plan for Senior Executives ("Plan")
established as of October 1, 2007, by UNITED BANK, as such Plan may now exist or
hereafter be modified, and do further agree to the terms and conditions thereof.
The Supplemental Retirement Plan replaces and supersedes the Executive
Supplemental Compensation Agreement in which I previously participated.
I understand that I must execute this Supplemental Retirement Plan
Participation Agreement ("Participation Agreement") as well as notify the
Administrator of such execution in order to participate in the Plan. The
provisions of the Plan are incorporated herein by reference. In the event of an
inconsistency between the terms of this Participation Agreement and the Plan,
the terms of the Plan shall control.
The following provisions relate to a determination of my Supplemental
Benefit under the Plan.
Benefit Age. My Benefit Age is sixty-five (65).
----------
Final Average Compensation Percentage: Fourteen Percent (14%).
-------------------------------------
Yearly Benefit Service Prorate Denominator: Fifteen (15).
------------------------------------------
Vesting Rate: 10-Year Xxxxx Xxxxxxx from original date of hire.
------------
Separation from Service on or After Benefit Age. I understand that if I
retire on or after attainment of my Benefit Age, I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.1 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Separation from Service Prior to Benefit Age. If I have a vested Accrued
Annuity Benefit at the time of my voluntary or involuntary Separation from
Service without Cause (as defined in the Plan) prior to attainment of my Benefit
Age (other than due to death or Disability), I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.2 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Termination for Cause. I understand that if I have a termination for Cause,
my entire benefit under this Plan shall be forfeited.
Death Benefit. In the event of my death prior to Separation from Service,
my Beneficiary shall be entitled to a Death Benefit, calculated in accordance
with Sections 1.14 and 3.3 of the Plan and payable in a Lump Sum.
Following a Change in Control.
(a) Change in Control Occurs Before Separation from Service. I understand
that if there is a Change in Control I will be entitled to my Supplemental
Benefit calculated as set forth in Section 3.4 of the Plan. If I Separate from
Service within two years following a Change in Control, my Supplemental Benefit
shall be paid in a Lump Sum. If my Separation from Service occurs two or more
years following a Change in Control, my Supplemental Benefit shall be paid in
accordance with the applicable election above for Separation from Service before
Benefit Age or after Benefit Age.
(b) Change in Control Occurs After Separation from Service. In the event a
Change in Control occurs following my Separation from Service, while I am
receiving my Supplemental Benefit in the form of an annuity or installment
payments, I can elect, by checking the box below, to have the Present Value of
my remaining payments paid in the form of a lump sum payment.
[ ] I elect to have the Present Value of my remaining payments paid in
a Lump Sum.
Disability While Employed. I understand that in the event of my Disability
prior to my Benefit Age, I will be entitled to the Disability Benefit calculated
as set forth in Section 3.6 of the Plan. My Disability Benefit will be paid in a
Lump Sum unless I elect another form of benefit. I elect to receive my
Disability Benefit in the following form:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
My Disability Benefit shall be payable:
[ ] Upon the determination of my Disability
[ ] Upon the attainment of my Benefit Age
This Participation Agreement shall become effective upon execution (below)
by both Executive and a duly authorized officer of the Bank.
Dated this _____ day of ______________________, 2007.
UNITED BANK EXECUTIVE
-------------------------------- ------------------
(Bank's duly authorized Officer) Xxxx X. Xxxxxxxxx
SUPPLEMENTAL RETIREMENT PLAN PARTICIPATION AGREEMENT
I, Xxxx X. Xxxxxxx, and UNITED BANK hereby agree, for good and valuable
consideration, the value of which is hereby acknowledged, that I shall
participate in the Supplemental Retirement Plan for Senior Executives ("Plan")
established as of October 1, 2007, by UNITED BANK, as such Plan may now exist or
hereafter be modified, and do further agree to the terms and conditions thereof.
I understand that I must execute this Supplemental Retirement Plan
Participation Agreement ("Participation Agreement") as well as notify the
Administrator of such execution in order to participate in the Plan. The
provisions of the Plan are incorporated herein by reference. In the event of an
inconsistency between the terms of this Participation Agreement and the Plan,
the terms of the Plan shall control.
The following provisions relate to a determination of my Supplemental
Benefit under the Plan.
Benefit Age. My Benefit Age is sixty-five (65).
-----------
Final Average Compensation Percentage: Thirty Percent (30%).
-------------------------------------
Yearly Benefit Service Prorate Denominator: Twenty (20).
------------------------------------------
Vesting Rate: 10-Year Xxxxx Xxxxxxx from original date of hire.
------------
Separation from Service on or After Benefit Age. I understand that if I
retire on or after attainment of my Benefit Age, I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.1 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Separation from Service Prior to Benefit Age. If I have a vested Accrued
Annuity Benefit at the time of my voluntary or involuntary Separation from
Service without Cause (as defined in the Plan) prior to attainment of my Benefit
Age (other than due to death or Disability), I shall be entitled to the
Supplemental Benefit, calculated in accordance with Section 3.2 and all relevant
provisions of the Plan. Unless I elect otherwise below, my Supplemental Benefit
will be paid in a Lump Sum. Alternatively, I may elect to receive my
Supplemental Benefit in another form by checking the applicable box below:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
Termination for Cause. I understand that if I have a termination for Cause,
my entire benefit under this Plan shall be forfeited.
Death Benefit. In the event of my death prior to Separation from Service,
my Beneficiary shall be entitled to a Death Benefit, calculated in accordance
with Sections 1.14 and 3.3 of the Plan and payable in a Lump Sum.
Following a Change in Control.
(a) Change in Control Occurs Before Separation from Service. I understand
that if there is a Change in Control I will be entitled to my Supplemental
Benefit calculated as set forth in Section 3.4 of the Plan. If I Separate from
Service within two years following a Change in Control, my Supplemental Benefit
shall be paid in a Lump Sum. If my Separation from Service occurs two or more
years following a Change in Control, my Supplemental Benefit shall be paid in
accordance with the applicable election above for Separation from Service before
Benefit Age or after Benefit Age.
(b) Change in Control Occurs After Separation from Service. In the event a
Change in Control occurs following my Separation from Service, while I am
receiving my Supplemental Benefit in the form of an annuity or installment
payments, I can elect, by checking the box below, to have the Present Value of
my remaining payments paid in the form of a lump sum payment.
[ ] I elect to have the Present Value of my remaining payments paid in
a Lump Sum.
Disability While Employed. I understand that in the event of my Disability
prior to my Benefit Age, I will be entitled to the Disability Benefit calculated
as set forth in Section 3.6 of the Plan. My Disability Benefit will be paid in a
Lump Sum unless I elect another form of benefit. I elect to receive my
Disability Benefit in the following form:
[ ] Annuity (with 15 years certain)
[ ] Installments for _____ Years
[ ] Other ____________________________________________________________
My Disability Benefit shall be payable:
[ ] Upon the determination of my Disability
[ ] Upon the attainment of my Benefit Age
This Participation Agreement shall become effective upon execution (below)
by both Executive and a duly authorized officer of the Bank.
Dated this _____ day of ______________________, 2007.
UNITED BANK EXECUTIVE
-------------------------------- ------------------
(Bank's duly authorized Officer) Xxxx X. Xxxxxxx
Exhibit A
SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES
BENEFICIARY DESIGNATION
Executive, under the terms of the Supplemental Retirement Plan for Senior
Executives executed by the Bank and effective October 1, 2007, hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits
under such Plan, following his death:
PRIMARY BENEFICIARY:
--------------------------------------------------------------------------------
In the event the Primary Beneficiary set forth above has predeceased me, I
designate the person set forth below as my Secondary Beneficiary.
SECONDARY BENEFICIARY:
--------------------------------------------------------------------------------
This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect. Such Beneficiary
Designation is revocable.
DATE: ___________ _____, 20___.
----------------------- ----------------
(WITNESS) EXECUTIVE
-----------------------
(WITNESS)
