EXHIBIT 10.19 FORM OF DIRECTORS RETIREMENT AGREEMENT BETWEEN REPUBLIC
SECURITY BANK AND EACH OF XXXXX XXXXXXXX, XXXXXX X. XXXXXX,
XXXXXX X. XXXXXXXXX, XXXX XXXX XXXXXX, H. XXXXX XXXX, XXXXXX
X. XXXXXX, XXXXXX X. XXXXXX, XX., XXXXXXX X. XXXXXXX, XX.,
XXXX X. XXXXXXX, XXXXX X. XXXX, XXXXXXX X. XXXXXX, XXXXXXX X.
XXXXXXXXXX, XXXXX X. XXXXX AND XXXXXXX XXXXXXX (FILED
HEREWITH)
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REPUBLIC SECURITY BANK
DIRECTOR RETIREMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the__________, by and
between REPUBLIC SECURITY BANK, a Florida bank (the "Bank"), and
________________ (the "Director").
INTRODUCTION
To encourage the Director to remain a member of the Bank's Board of
Directors, the Bank is willing to provide retirement benefits to the Director
The Bank will pay the retirement benefits from its general assets according to
the terms of this Agreement.
AGREEMENT
The Director and the Bank agree as follows:
ARTICLE I
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 the occurrence of any of the
following: (1) the merger or consolidation by virtue of which RSFC or the Bank
shall not be the surviving entity; (2) the sale of substantially all the assets
of RSFC or the Bank; or (3) the change of control of RSFC or the Bank such that
any person (as defined in Section 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended) becomes a beneficial owner, directly or
indirectly, of securities representing 25% or more of the combined voting power
of the then outstanding securities of either RSFC or the Bank.
1.1.2 "CODE" means the Internal Revenue Code of l986, as
amended.
1.1.3 "DISABILITY" means the Director suffering a sickness,
accident or injury which, in the judgment of a physician satisfactory to the
Bank, prevents the Director from performing substantially all of the Director's
normal duties as a director of the Bank. As a condition to any disability
benefits hereunder, the Bank may require the Director to submit to such physical
or mental evaluations and tests as the Bank's Board of Directors deems
appropriate.
1.1.4 "EARLY RETIREMENT DATE" means the date of the Director's
Termination of Service when it occurs before the Normal Retirement Age.
1.1.5 "FINAL FEES" means the annual retainer and monthly board
of directors meeting fees (including committee meetings) which the Director
would have received from the Bank and RSFC in the year the Director terminates
service had the Director been employed for the entire calendar year. Committee
meeting fees shall be based on the number of meetings for such committee in the
preceding calendar year.
1.1.6 "NORMAL RETIREMENT AGE" means the Director's 65th
birthday.
1.1.7 "NORMAL RETIREMENT DATE" means the later of the Normal
Retirement Age or Termination of Service.
1.1.8 "PLAN YEAR" means the 12 month period beginning
_____________, and ending 12 consecutive months later. Plan Years shall be
counted beginning on ____________.
1.1.9 "PROJECTED RETIREMENT BENEFIT" means the benefit amount
that the Director would have been entitled to had the Director reached Normal
Retirement Age and the Final Fees increased at an annual rate of 8 % from the
date of this agreement.
1.1.10 "RSFC" means Republic Security Financial Corporation, a
Florida corporation, the holding company of the Bank.
1.1.11 "TERMINATION OF SERVICE" means the Director ceasing to
be a member of the Bank's Board of Directors for any reason whatsoever.
1.1.12 "YEARS OF SERVICE" means the total number of years that
the Director has served on the Bank's Board of Directors. The Director shall be
credited with one year of service for each calendar year in which the Director
served on the Board of Directors on the first and last day of the calendar year
except that: (i) for the Directors initial service year, the Director shall be
credited with a Year of Service as long as the Director is serving on the Board
of Director's the last day of the calendar year; and (ii) for the Directors last
year of service, the Director will be credited with a Year of Service if the
Director terminates service on or after the Normal Retirement Age.
ARTICLE 2
LIFETIME BENEFITS
2.1 NORMAL RETIREMENT BENEFIT. Upon Termination of Service on
or after the Normal Retirement Age for reasons other than death, the Bank shall
pay to the Director the benefit described in this Section 2. 1.
2.1.1 AMOUNT OF BENEFIT. The annual benefit under this Section
2.1 shall be equal to the Final Fees multiplied by the lesser of (i)Years of
Service multiplied by 5% or (ii) 75%.
2.1.2 PAYMENT OF BENEFIT. The Bank shall pay the annual
benefit in 12 equal monthly installments payable on the first day of each month
commencing on the month immediately following the Normal Retirement Date and
continuing for 179 additional months. The Bank, in its sole and absolute
discretion, may pay the present value of the remaining annual installments in a
lump sum, at any time, using an 8% discount rate.
2.1.3 BENEFIT INCREASES. Commencing on the first anniversary
of the first benefit payment, and continuing on each subsequent anniversary, the
Bank's Board of Directors, in its sole discretion, may increase the benefit.
2.2 EARLY RETIREMENT BENEFIT. Upon Termination of Service
prior to the Normal Retirement Age for reasons other than death, Change of
Control -or Disability, the Bank shall pay to the Director the benefit described
in this Section 2.2.
2.2.1 AMOUNT OF BENEFIT. The annual benefit under this Section
2.2 is the annual benefit that would have been paid to the Director under
Section 2.1 as if the Director's Early Retirement Date were the Normal
Retirement Date except that such annual benefit amount shall be subject to the
following vesting schedule.
PLAN YEAR VESTED AMOUNT
1 20%
2 40%
3 60%
4 80%
5 100%
2.2.2 PAYMENT OF BENEFIT. The annual benefit shall be paid by
the Bank in 12 equal monthly installments payable on the first day of each month
commencing on the month following the Early Retirement Date and continuing for
179 additional months. The Bank, in its sole and absolute discretion, may pay
the present value of the remaining annual installments in a lump sum, at any
time, using an 8 % discount rate.
2.2.3 BENEFIT INCREASES. Benefit payments may be increased as
provided in Section 2.1.3.
2.3 DISABILITY BENEFIT. Upon a Disability prior to the Normal Retirement
Age, the Bank shall pay to the Director the benefit described in this Section
2.3 in lieu of all other lifetime benefits under this Article 2 and death
benefits under Article 3.
2.3.1 AMOUNT OF BENEFIT. The annual benefit under this Section
2.3 shall be calculated as 75% multiplied by the Final Fees in the calendar year
of the Director's Termination of Service.
2.3.2 PAYMENT OF BENEFIT. The Bank shall pay the benefit to the
Director on the first day of each month commencing with the month following the
Director's Termination of Service and continuing for 179 additional months. The
Bank, in its sole and absolute discretion, may pay the present value of the
remaining annual installments in a lump sum, at any time, using an 8 % discount
rate.
2.3.3 BENEFIT INCREASES. Benefit payments may be increased as
provided in Section 2.1.3.
2.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control, the Bank shall
pay the Director the benefit described in this Section 2.4 in lieu of any other
benefits under this Agreement.
2.4.1 AMOUNT OF BENEFIT. The annual benefit under this Section
2.4 shall be calculated as 75% multiplied by the Final Fees in the calendar year
of the Director's Termination of Service.
2.4.2 PAYMENT OF BENEFIT. The Bank shall pay the benefit to the
Director on the first day of each month commencing with the month following the
Director's Termination of Service and continuing for 179 additional months. The
Bank shall, at any time thereafter upon demand by the Director, pay the present
value of the remaining annual installments in a lump sum using an 8 % discount
rate.
ARTICLE 3
DEATH BENEFITS
3.1 DEATH DURING ACTIVE SERVICE. IF the Director dies while in the
active service of the Bank, the Bank shall pay to the Director's beneficiary the
benefit described in this Section 3. 1 in lieu of all other benefits under this
Agreement.
3.1.1 AMOUNT OF BENEFIT. The annual benefit under Section 3.1
shall be the Projected Retirement Benefit.
3.1.2 PAYMENT OF BENEFIT. The annual benefit shall be paid by
the Bank in 12 equal monthly installments payable on the first day of each month
commencing on the month following the Death of the Director and continuing for
179 additional months.
3.1.3 BENEFIT INCREASES. Benefit payments shall be increased as
provided in Section 2. 1.3.
3.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Bank shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same manner they would have been paid to
the Director had the Director lived.
ARTICLE 4
BENEFICIARIES
4.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary
by filing a written designation with the Bank. The Director may revoke or modify
the designation at any time by filing a new designation. However, designations
will only be effective if signed by the Director and accepted by the Bank during
the Director's lifetime. The Director's beneficiary designation shall be deemed
automatically revoked if the beneficiary predeceases the Director, or if the
Director names a spouse as beneficiary and the marriage is subsequently
dissolved. If the Director dies without a valid beneficiary designation, all
payments shall be made to the Director's surviving spouse, if any, and if none,
to the Director's surviving children and the descendants of any deceased child
by right of representation, and if no children or descendants survive, to the
Director's estate.
4.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Bank may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Bank may require proof of incompetence, minority
or guardianship as it may deem appropriate prior to distribution of the benefit.
Such distribution shall completely discharge the Bank from all liability with
respect to such benefit.
ARTICLE 5
GENERAL LIMITATIONS
Notwithstanding any provision of this Agreement to the contrary, no
benefits shall be payable if the Director comments suicide within two years
after the date of this Agreement, or if the Director has made any material
misstatement of fact on any application for life insurance purchased by the
Bank.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 CLAIMS PROCEDURE. The Bank shall notify the Director or the
Director's beneficiary in writing, within ninety (90) days of his or her written
application for benefits, of his or her eligibility or ineligibility for
benefits under the Agreement. If the Bank determines that the Director or the
Directors beneficiary is not eligible for benefits or full benefits, the notice
shall set forth (I) the specific reasons for such denial, (ii) a specific
reference to the provisions of the Agreement on which the denial is based, (iii)
a description of any additional information or material necessary for the
claimant to perfect his or her claim, and a description of why it is needed, and
(iv) an explanation of the Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the Director or the
Director's beneficiary wishes to have the claim reviewed. If the Bank determines
that there are special circumstances requiring additional time to make a
decision, the Bank shall notify the Director or the Director's beneficiary of
the special circumstances and the date by which a decision is expected to be
made, and may extend the time for up to an additional 90-day period.
6.2 REVIEW PROCEDURE. If the Director or the Director's beneficiary is
determined by the Bank not to be eligible for benefits, or if the Director or
the Director's beneficiary believes that he or she is entitled to greater or
different benefits, the Director or the Director's beneficiary shall have the
opportunity to have such claim reviewed by the Bank by filing a petition for
review with the Bank within sixty (60) days after receipt of the notice issued
by the Bank. Said petition shall state the specific reasons which the Director
or the Directors beneficiary believes entitle him or her to benefits or to
greater or different benefits. Within sixty (60) days after receipt by the Bank
of the petition, the Bank shall afford the Director or the Director's
beneficiary (and counsel, if any) an opportunity to present his or her position
to the Bank orally or in writing, and the Director or the Director's beneficiary
(or counsel) shall have the right to review the pertinent documents. The Bank
shall notify the Director or the Director's beneficiary of its decision in
writing within the 60-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the Director or the
Director's beneficiary and the specific provisions of the Agreement on which the
decision is based. If, because of the need for a hearing, the 60-day period is
not sufficient, the decision may be deferred for up to another 60-day period at
the election of the Bank, but notice of this deferral shall be given to the
Director or the Director's beneficiary.
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Bank and the Director.
ARTICLE 8
MISCELLANEOUS
8.1 BINDING EFFECT. This Agreement shall bind the Director and the
Bank, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 NO GUARANTEE OF EMPLOYMENT. This Agreement is not an employment
policy or contract. It does not give the Director the right to remain a director
of the Bank.
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 Bank shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.
8.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be
governed by the laws of State of Florida.
8.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank 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 Directors life is a general asset
of the Bank to which the Director and beneficiary have no preferred or secured
claim.
8.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Bank and the Director as to the subject matter hereof No rights are
granted to the Director by virtue of this Agreement other than those
specifically set forth herein.
8.8 ADMINISTRATION. The Bank 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 this Agreement.
IN WITNESS WHEREOF, the Director and a duly authorized Bank officer have
signed this Agreement.
REPUBLIC SECURITY BANK
By:
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Title:
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DIRECTOR:
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