GRANGE NATIONAL BANK
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
This Agreement is entered into this February 4, 2003, by and between
GRANGE NATIONAL BANK, a nationally-chartered commercial bank located in
Laceyville, Pennsylvania (the "Company"), and _____________ (the "Executive").
On January 1, 1996, the Company and the Executive entered into an
Executive Supplemental Income Agreement (the "Prior Agreement"). Pursuant to
its powers to amend the Prior Agreement, the Company hereby amends and
restates the Prior Agreement in its entirety.
The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Company. This Agreement shall be unfunded for
tax purposes and for purposes of Title I of ERISA.
ARTICLE 1
DEFINITIONS
The following words and phrases shall have the following meanings,
unless the context requires otherwise:
1.1 "ACCRUAL BALANCE" means the liability accrued on the books of the
Company for the Company's obligation for the Normal Retirement
Benefit, using generally accepted accounting principles.
1.2 "BENEFICIARY" means each designated person, or the estate of the
Executive, entitled to benefits, if any, upon the death of the
Executive determined pursuant to Article 3.
1.3 "BENEFICIARY DESIGNATION FORM" means the form established from time
to time by the Plan Administrator that the Executive completes, signs
and returns to the Plan Administrator to designate one or more
Beneficiaries.
1.4 "BOARD" means the Board of Directors of the Company as from time to
time constituted.
1.5 "CHANGE OF CONTROL " means
(a) A change in the ownership of the capital stock of the Company or
the Corporation, whereby another corporation, person, or group acting
in concert (hereinafter this Agreement shall collectively refer to
any combination of these
three [another corporation, person, or group acting in concert] as a
"Person") as described in Section 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), acquires, directly or
indirectly, beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of a number of shares of capital
stock of the Company or the Corporation which constitutes fifty
percent (50%) or more of the combined voting power of the Company's or
the Corporation's then outstanding capital stock then entitled to vote
generally in the election of directors; or
(b) The persons who were members of the Board of Directors of the
Company or the Corporation's immediately prior to a tender offer,
exchange offer, contested election or any combination of the
foregoing, cease to constitute a majority of the Board of Directors;
or
(c) The adoption by the Board of Directors of the Company or the
Corporation of a merger, consolidation or reorganization plan
involving the Company or the Corporation in which the Company or the
Corporation is not the surviving entity, or a sale of all or
substantially all of the assets of the Company or the Corporation. For
purposes of this Agreement, a sale of all or substantially all of the
assets of the Company or the Corporation shall be deemed to occur if
any Person acquires (or during the 12-month period ending on the date
of the most recent acquisition by such Person, has acquired) gross
assets of the Company or the Corporation that have an aggregate fair
market value equal to fifty percent (50%) or more of the fair market
value of all of the respective gross assets of the Company or the
Corporation immediately prior to such acquisition or acquisitions; or
(d) A tender offer or exchange offer is made by any Person which
results in such Person beneficially owning (within the meaning of Rule
13d-3 promulgated under the Exchange Act) either fifty percent (50%)
or more of the Company's or the Corporation's outstanding shares of
Common Stock or shares of capital stock having fifty percent (50%) or
more the combined voting power of the Company's or the Corporation's
then outstanding capital stock (other than an offer made by the
Company or the Corporation), and sufficient shares are acquired under
the offer to cause such person to own fifty percent (50%) or more of
the voting power; or
(e) Any other transactions or series of related transactions occurring
which have substantially the same effect as the transactions specified
in any of the preceding clauses of this Section 1.5.
Notwithstanding the above, certain transfers are permitted within
Section 318 of the Code and such transfers shall not be deemed a
Change of Control under this Section 1.5.
1.6 "CODE" means the Internal Revenue Code of 1986, as amended.
1.7 "COMPENSATION" means the annual compensation, including bonuses,
commissions, overtime, relocation expenses, incentive payments,
non-monetary awards, and including automobile allowances paid to the
Executive for employment services rendered to the Company, before
reduction for compensation deferred pursuant to all qualified,
non-qualified and Code ss. 125 plans of the Company.
1.8 "CORPORATION" means Grange National Banc Corp., a Pennsylvania
corporation.
1.9 "DISABILITY" means a condition whereby the Executive, because of a
physical or mental sickness, accident or injury, is or will be unable
to perform the duties of the Executive's customary position of
employment with the Company or any other employer. The Board, in its
sole discretion, shall determine whether the Executive is disabled and
may require the Executive to submit to a physical examination in order
to determine disability.
1.10 "DISABILITY BENEFIT" means the benefit as set forth in Section 2.4.
1.11 "EARLY RETIREMENT DATE" means the date the Executive attains both the
age of fifty-five (55) and ten (10) Years of Service while in the
continuous employ of the Company.
1.12 "EARLY RETIREMENT BENEFIT" means the benefit as set forth in Section
2.3.
1.13 "EFFECTIVE DATE" means 1/1/96.
1.14 "FINAL COMPENSATION" means the average of the Executive's Compensation
for his or last five calendar years of employment (including the
annualized compensation for the calendar year in which the event that
entitled the Executive to a distribution of benefits under this
Agreement occurred).
1.15 "NORMAL RETIREMENT AGE" means the Executive's SIXTY-FIFTH (65TH)
birthday.
1.16 "NORMAL RETIREMENT BENEFIT" means the benefit as set forth in Section
2.2.
1.17 "NORMAL RETIREMENT DATE" means the later of the Normal Retirement Age
or Termination of Employment.
1.18 "PENSION BENEFIT" means the balance in the Executive's 401(k) (as of
the date any benefits are being determined) attributed to all Company
contributions, plus the return on those contributions, amortized over
a two hundred forty (240) month period with interest calculated on the
unpaid balance at an annual rate of eight percent (8%), compounded
monthly.
1.19 "PLAN ADMINISTRATOR" means the plan administrator described in Article
5.
1.20 "PLAN YEAR" means the twelve (12) month period from January 1 to
December 31.
1.21 "TERMINATION FOR CAUSE" means termination of the Executive's
employment for: (a) gross negligence or gross neglect of duties; (b)
commission of a felony or of a gross misdemeanor involving moral
turpitude; or (c) actions inimical to the interests of the Company,
including but not limited to fraud, disloyalty, dishonesty or willful
violation of any law or significant Company policy committed in
connection with the Executive's employment and resulting in a material
adverse effect on the Company.
1.22 "TERMINATION OF EMPLOYMENT" means the date on which the Executive (i)
retires, resigns or ceases to be an employee; (ii) dies while in the
active employ of the Company; or (iii) departs from the service of the
Company for any reason; provided, that the Executive will not be
deemed to have terminated the Executive's employment solely by reason
of a leave of absence duly approved by the Company.
1.23 "YEARS OF SERVICE" means the twelve consecutive month period beginning
on the Executive's date of hire and any twelve (12) month anniversary
thereof, during the entirety of which time the Executive is an
employee of the Company. The Plan Administrator in its discretion may
also grant additional Years of Service in such circumstances where it
deems such additional service appropriate.
ARTICLE 2
RETIREMENT AND DEATH BENEFITS
2.1 AGREEMENT BENEFITS. The Executive's benefits under this Agreement
shall be limited to those described in this Article 2, and shall be
subject to any conditions and limitations set forth in Article 4 and
contained elsewhere in this Agreement.
2.2 NORMAL RETIREMENT BENEFIT. Upon the Normal Retirement Date, the
Company shall pay to the Executive an annual Normal Retirement Benefit
equal to eighty percent (80%) of the Executive's Final Compensation
reduced by the (a) Pension Benefit, and (b) fifty percent (50%) of the
Social Security benefit that would be receivable by the Executive
calculated as if the Executive's Normal Retirement Age were also
his.-normal retirement age or age at which unreduced Social Security
benefits were available under the Social Security law (regardless of
whether any Social Security benefits are actually payable currently on
the Executive's Normal Retirement Date). The Company shall pay the
Normal Retirement Benefit to the Executive in twelve (12) equal
monthly installments commencing as of the first day of the month
following the Executive's Normal Retirement Date and payable during
the Executive's lifetime on or around the first day of each successive
month thereafter until the Executive has received one hundred eighty
(180) installments. Upon making all of such installments, the
Company's obligation to provide such payments will cease. No further
benefit under this Agreement is to be provided.
2.3 EARLY RETIREMENT BENEFIT. Upon the Executive's Termination of
Employment on or after the Early Retirement Date and before the Normal
Retirement Date, the Company shall pay to the Executive an annual
Early Retirement Benefit, determined by amortizing the Accrual Balance
over one hundred eighty (180) equal monthly installments at an annual
rate of interest equal to the Prime Rate as published in the WALL
STREET JOURNAL on the last business day immediately preceding the
Executive's Termination of Employment. The Company shall pay the Early
Retirement Benefit to the Executive commencing as of the first day of
the month following the Executive's Termination of Employment
following the Early Retirement Date and payable during the Executive's
lifetime on or around the first day of each successive month
thereafter until the Executive has received one hundred eighty (180)
installments. Upon making all of such installments, the Company's
obligation to provide such payments will cease. No further benefit
under this Agreement is to be provided.
2.4 DISABILITY BENEFIT. Upon Termination of Employment due to Disability
prior to Normal Retirement Age, the Company shall pay to the Executive
an annual Disability Benefit, determined by amortizing the Accrual
Balance over one hundred eighty (180) equal monthly installments at an
annual rate of interest equal to the Prime Rate as published in the
WALL STREET JOURNAL on the last business day immediately preceding the
Executive's Termination of Employment. The Company shall pay the
Disability Benefit to the Executive commencing as of the earlier of
first day of the month following the Executive's Normal Retirement Age
or (ii) the date payments to the Executive cease under a
Company-sponsored disability plan, and payable during the Executive's
lifetime on or around the first day of each successive month
thereafter until the Executive has received one hundred eighty (180)
installments. Upon making all of such installments, the Company's
obligation to provide such payments will cease. No further benefit
under this Agreement is to be provided.
2.5 CHANGE OF CONTROL BENEFIT. Following a Change of Control, upon the
Executive's Termination of Employment for reasons other than death,
Disability, reaching the Early Retirement Date, or attaining Normal
Retirement Age, the Company shall pay to the Executive an annual
Change of Control Benefit, determined by amortizing the Accrual
Balance over one hundred eighty (180) equal monthly installments at an
annual rate of interest equal to the Prime Rate as published in the
WALL STREET JOURNAL on the last business day immediately preceding the
Executive's Termination of Employment. The Company shall pay the
Change of Control Benefit to the Executive commencing as of the first
day of the month following the Executive's Termination of Employment
and payable during the Executive's lifetime on or around the first day
of each successive month thereafter until the Executive has received
one hundred eighty (180) installments. Upon making all of such
installments, the Company's obligation to provide such payments will
cease. No further benefit under this Agreement is to be provided.
2.6 PRE-RETIREMENT DEATH BENEFIT. If the Executive dies while in the
active employ by the Company, the Company shall pay to the Beneficiary
the following benefits:
Year 1: 100% of Compensation
Years 2-5: 75% of Compensation
Years 6-15: 50% of Compensation
The Company shall pay the Pre-Retirement Death Benefit to the
Beneficiary in twelve (12) monthly installments commencing as of the
first day of the month following the Executive's death and on or
around the first day of each successive month thereafter until the
Executive's beneficiary has received one hundred eighty (180)
installments. Upon making all of such installments, the Company's
obligation to provide such payments will cease. No further benefit
under this Agreement is to be provided.
2.7 POST-COMMENCEMENT DEATH BENEFIT. If the Executive dies after any
benefit payments have commenced under this Article but before
receiving all such payments, the Company shall pay to the Beneficiary
the remaining benefits at the same time, for such duration and in the
same amounts they would have been paid to the Executive had the
Executive survived.
2.8 POST-RETIREMENT, COMMENCEMENT DEATH BENEFIT. If the Executive is
entitled to a benefit under this Article, but dies prior to the
commencement of said benefit payments, the Company shall pay the same
benefit payments to the Beneficiary that the Executive was entitled to
prior to death except that the benefit payments shall commence on the
first day of the month following the date of the Executive's death.
2.9 WITHHOLDING AND PAYROLL TAXES. The Company shall withhold from any and
all benefits made under this Article 2, all federal, state and local
income taxes, employment and other taxes required to be withheld by
the Company in connection with the benefits hereunder, in amounts to
be determined in the sole discretion of the Company.
ARTICLE 3
BENEFICIARIES
3.1 BENEFICIARY. The Executive shall have the right, at any time, to
designate a Beneficiary(ies) to receive any benefits payable under
this Agreement to a beneficiary upon the death of the Executive. The
Beneficiary designated under this Agreement may be the same as or
different from the Beneficiary designation under any other plan of
the Company in which the Executive participates.
3.2 BENEFICIARY DESIGNATION; CHANGE. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation
Form, and delivering it to the Plan Administrator or its designated
agent. The Executive's beneficiary designation shall be deemed
automatically revoked if the beneficiary predeceases the Executive or
if the Executive names a spouse as beneficiary and the marriage
is subsequently dissolved. The Executive shall have the right to
change a Beneficiary by completing, signing and otherwise complying
with the terms of the Beneficiary Designation Form and the Plan
Administrator's rules and procedures, as in effect from time to time.
Upon the acceptance by the Plan Administrator of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall
be cancelled. The Plan Administrator shall be entitled to rely on the
last Beneficiary Designation Form filed by the Executive and accepted
by the Plan Administrator prior to the Executive's death.
3.3 ACKNOWLEDGMENT. No designation or change in designation of a
Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Plan Administrator or its designated
agent.
3.4 NO BENEFICIARY DESIGNATION. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease
the Executive, then the Executive's spouse shall be the designated
Beneficiary. If the Executive has no surviving spouse, the benefits
shall be made to the personal representative of the Executive's
estate.
3.5 FACILITY OF PAYMENT. If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person
declared incompetent, or to a person incapable of handling the
disposition of that person's property, the Plan Administrator may
direct payment of such benefit to the guardian, legal representative
or person having the care or custody of such minor, incompetent person
or incapable person. The Plan Administrator may require proof of
incompetence, minority or guardianship as it may deem appropriate
prior to distribution of the benefit. Any payment of a benefit shall
be a payment for the account of the Executive and the Executive's
Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Agreement for such payment amount.
ARTICLE 4
GENERAL LIMITATIONS ON BENEFITS
4.1 TERMINATION FOR CAUSE. If there is a Termination for Cause by the
Company of the Executive, the Executive shall cease participation
hereunder as of the date of such termination and no benefits shall be
paid to the Executive or the Executive's Beneficiary.
4.2 REQUIREMENT OF NON-COMPETITION. The Company shall not pay to the
Executive any benefit under this Agreement if, during the term that
benefits payments are being made, the Executive, without the prior
written consent of the Board engages in, becomes interested in,
directly or indirectly, as a sole proprietor, as a partner in a
partnership, or as a substantial 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 within twenty-five (25) miles of any office of the Company
existing as of the date of the Executive's Termination of Employment,
which enterprise is, or may deemed to be, competitive with any
business carried on by the Company as of the date of the Executive's
Termination of Employment. This section shall not apply following a
Change of Control.
4.3 SERVICES. Payment of the Early Retirement Benefit or Normal Retirement
Benefit is conditioned upon the Executive, while receiving payments
under this Agreement, rendering such reasonable business consulting
and advisory services to the Company as requested by the Board. Such
services shall not require the Executive to be active in the Company's
day-to-day activities, and the Executive shall be compensated for such
services in an amount to be then agreed upon, and shall be reimbursed
for all expenses incurred in performing such services.
4.4 EXECUTIVE'S SUICIDE OR MISSTATEMENT. The Company shall not pay any
benefit under this Agreement if the Executive commits suicide within
two years of the Effective Date of this Agreement. In addition, the
Company shall not pay any benefit under this Agreement if the
Executive has made any material misstatement of fact on any
application for insurance or any benefits provided by the Company to
the Executive.
ARTICLE 5
ADMINISTRATION OF AGREEMENT
5.1 PLAN ADMINISTRATOR DUTIES. This Agreement shall be administered by a
Plan Administrator which shall consist of the Board, or such
committee as the Board shall appoint. The Executive may be a member
of the Plan Administrator. The Plan Administrator shall also have the
discretion and authority to (i) make, amend, interpret and enforce
all appropriate rules and regulations for the administration of this
Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with
the Agreement.
5.2 AGENTS. In the administration of this Agreement, the Plan
Administrator may employ agents and delegate to them such
administrative duties as it sees fit, (including acting through a
duly appointed representative), and may from time to time consult
with counsel who may be counsel to the Company.
5.3 BINDING EFFECT OF DECISIONS. The decision or action of the Plan
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Agreement and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any
interest in the Agreement.
5.4 INDEMNITY OF PLAN ADMINISTRATOR. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any
action or failure to act
with respect to this Agreement, except in the case of willful
misconduct by the Plan Administrator or any of its members.
5.5 COMPANY INFORMATION. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the
Plan Administrator on all matters relating to the compensation of the
Executive, the date and circumstances of the retirement, Disability,
death or Termination of Employment of the Executive, and such other
pertinent information as the Plan Administrator may reasonably
require.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURE
6.1 For all claims other than Disability benefits:
6.1.1 CLAIMS PROCEDURE. Any individual ("Claimant") who has not
received benefits under this Agreement that he or she
believes should be paid shall make a claim for such benefits
as follows:
6.1.1.1 INITIATION - WRITTEN CLAIM. The Claimant initiates
a claim by submitting to the Company a written
claim for the benefits.
6.1.1.2 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.
6.1.1.3 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:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of
this Agreement on which the denial is
based,
(c) A description of any additional information
or material necessary for the Claimant to
perfect the claim and an explanation of why
it is needed,
(d) An explanation of this Agreement's review
procedures and the time limits applicable
to such procedures, and
(e) A statement of the Claimant's right to
bring a civil action under ERISA Section
502(a) following an adverse benefit
determination on review.
6.1.2 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:
6.1.2.4 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.
6.1.2.5 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.
6.1.2.6 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.
6.1.2.7 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 is required. The
notice of extension must set forth the special
circumstances and the date by which the Company
expects to render its decision.
6.1.2.8 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:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of
this Agreement on which the denial is based,
(c) 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
relevant (as defined in applicable ERISA
regulations) to the Claimant's claim for
benefits, and
(d) A statement of the Claimant's right to bring
a civil action under ERISA Section 502(a).
6.2 For Disability claims:
6.2.1 CLAIMS PROCEDURES. Any individual ("Claimant") who has not received
benefits under this Agreement that he or she believes should be paid
shall make a claim for such benefits as follows:
6.2.1.2 INITIATION - WRITTEN CLAIM. The Claimant initiates a claim
by submitting to the Company a written claim for the
benefits.
6.2.1.3 TIMING OF COMPANY RESPONSE. The Company shall notify the
Claimant in writing or electronically of any adverse
determination as set out in this Section.
6.2.1.4 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:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of this
Agreement on which the denial is based, (c) (c) A
description of any additional information or
material necessary for the Claimant to perfect the
claim and an explanation of why it is needed,
(d) An explanation of the Agreement's review procedures
and the time limits applicable to such procedures,
(e) A statement of the Claimant's right to bring a civil
action under ERISA Section 502(a) following an
adverse benefit determination on review,
(f) [Seess.2560.503-1(g)(v)] Any internal rule,
guideline, protocol, or other similar criterion
relied upon in making the adverse determination, or
a statement that such a rule, guideline, protocol,
or other similar criterion was relied upon in making
the adverse determination and that the Claimant can
request and receive free of charge a copy of such
rule, guideline, protocol or other criterion from
the Company, and
(g) If the adverse benefit determination is based on a
medical necessity or experimental treatment or
similar exclusion or limit, either an explanation of
the scientific or clinical judgment for the
determination, applying the terms of this Agreement
to the Claimant's medical circumstances, or a
statement that such explanation will be provided
free of charge upon request.
6.2.1.5 TIMING OF NOTICE OF DENIAL/EXTENSIONS. The Company shall
notify the Claimant of denial of benefits in writing or
electronically not later than 45 days after receipt of the
claim by the Company. The Company may elect to extend
notification by
two 30-day periods subject to the following requirements:
(a) For the first 30-day extension, the Company shall
notify the Claimant (1) of the necessity of the
extension and the factors beyond the Company's
control requiring an extension; (2) prior to the end
of the initial 45-day period; and (3) of the date by
which the Company expects to render a decision.
(b) If the Company determines that a second 30-day
extension is necessary based on factors beyond the
Company's control, the Company shall follow the same
procedure in (a) above, with the exception that the
notification must be provided to the Claimant before
the end of the first 30-day extension period.
(c) For any extension provided under this section, the
Notice of Extension shall specifically explain the
standards upon which entitlement to a benefit is
based, the unresolved issues that prevent a decision
on the claim, and the additional information needed
to resolve those issues. The Claimant shall be
afforded 45 days within which to provide the
specified information.
6.2.2 REVIEW PROCEDURES - DENIAL OF BENEFITS. 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:
6.2.2.1 INITIATION OF APPEAL. Within 180 days following notice of
denial of benefits, the Claimant shall initiate an appeal
by submitting a written notice of appeal to Company.
6.2.2.2 SUBMISSIONS ON APPEAL - INFORMATION ACCESS. The Claimant
shall be allowed to provide written comments, documents,
records, and other information relating to the claim for
benefits. The Company shall provide to 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.
6.2.2.3 ADDITIONAL COMPANY RESPONSIBILITIES ON APPEAL. On appeal,
the Company shall:
(a) [See ss.2560.503-l(h)(3)(i)-(v)] 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;
(b) Provide for a review that does not afford deference
to the initial adverse benefit determination and
that is conducted by an appropriate named fiduciary
of the Company who is neither the individual who
made the adverse benefit
determination that is the subject of the appeal, nor the
subordinate of such individual;
(c) In deciding an appeal of any adverse benefit determination
that is based in whole or in part on a medical judgment,
including determinations with regard to whether a
particular treatment, drug, or other item is experimental,
investigational, or not medically necessary or appropriate,
consult with a health care professional who has appropriate
training and experience in the field of medicine involved in
the medical judgment;
(d) Identify medical or vocational experts whose advise was
obtained on behalf of the Company in connection with a
Claimant's adverse benefit determination, without regard to
whether the advice was relied upon in making the benefit
determination; and
(e) Ensure that the health care professional engaged for purposes
of a consultation under subsection (c) above shall be an
individual who was neither an individual who was consulted in
connection with the adverse benefit determination that is the
subject of the appeal, nor the subordinate of any such
individual.
6.2.2.4 TIMING OF NOTIFICATION OF BENEFIT DENIAL - APPEAL DENIAL. The
Company shall notify the Claimant not later than 45 days after
receipt of the Claimant's request for review by the Company, unless
the Company determines that special circumstances require an
extension of time for processing the claim. If the Company
determines that an extension is required, written notice of such
shall be furnished to the Claimant prior to the termination of the
initial 45-day period, and such extension shall not exceed 45 days.
The Company shall indicate the special circumstances requiring an
extension of time and the date by which the Company expects to
render the determination on review.
6.2.2.5 CONTENT OF NOTIFICATION OF BENEFIT DENIAL. The Company shall provide
the Claimant with a notice calculated to be understood by the
Claimant, which shall contain:
(a) The specific reason or reasons for the adverse determination;
(b) Reference to the specific plan provisions on which the
benefit determination is based;
(c) 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 relevant information (as
defined in applicable ERISA regulations);
(d) A statement of the Claimant's right to bring an action under
ERISA Section 502(a);
(e) [Seess.2560.503-l(j)(5)] Any internal rule, guideline,
protocol, or other similar criterion relied upon in making
the adverse determination, or a statement that such a rule,
guideline, protocol, or other similar criterion was relied
upon in making the adverse determination and that the
Claimant can request and receive free of charge a copy of
such rule, guideline, protocol or other criterion from the
Company;
(f) If the adverse benefit determination is based on a medical
necessity or experimental treatment or similar exclusion or
limit, either an explanation of the scientific or clinical
judgment for the determination, applying the terms of this
Agreement to the Claimant's medical circumstances, or a
statement that such explanation will be provided free of
charge upon request; and
(g) The following statement: "You and your Company may have other
voluntary alternative dispute resolution options such as
mediation. One way to find out what may be available is to
contact your local U.S. Department of Labor Office and your
state insurance regulatory agency."
ARTICLE 7
AMENDMENT AND TERMINATION OF THE AGREEMENT
7.1 AMENDMENT AND TERMINATION. Subject to Article 4, prior to the
commencement of benefit payments under this Agreement, the Company
reserves the right to amend or terminate this Agreement at any time by
the action of the Board.
ARTICLE 8
MISCELLANEOUS
8.1 UNSECURED GENERAL CREDITOR. The Executive and the Executive's
Beneficiaries, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of the Company.
Any and all of the Company's assets shall be, and remain, the general,
unpiedged unrestricted assets of the Company. The Company's obligation
under the Agreement shall be merely that of an unfunded and unsecured
promise to pay money in the future.
8.2 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
Agreement shall not be deemed to constitute a contract of employment
between the Company and the Executive. Such employment is hereby
acknowledged to be an "at will" employment relationship that can be
terminated at any time for any reason, with or without cause, unless
expressly provided in a written employment agreement.
Nothing in this Agreement shall be deemed to give a Executive the
right to be retained in the service of the Company or to interfere
with the right of the Company to discipline or discharge the Executive
at any time.
8.3 PARTICIPATION IN OTHER PLANS. Nothing herein contained shall be
construed to alter, abridge, or in any manner affect the rights and
privileges of the Executive to participate in and be covered by any
pension, profit sharing, group insurance, bonus or similar employee
plans which the Company may now or hereafter maintain.
8.4 ALIENABILITY. Neither the Executive nor any Beneficiary under this
Agreement shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify, or otherwise
encumber in advance any of the benefits payable hereunder, nor shall
any of said benefits be subject to seizure for the payment of any
debts, judgments, alimony, or separate maintenance owed by the
Executive or the Executive's Beneficiary or any of them, to be
transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise. In the event the Executive or any
Beneficiary attempts assignment, commutation, hypothecation, transfer,
or disposal of the benefit hereunder, the Company's liabilities shall
forthwith cease and terminate.
8.5 SUCCESSORS. The provisions of this Agreement shall bind and inure to
the benefit of the Company and its successors and assigns and the
Executive and the Executive's Beneficiary.
8.6 REORGANIZATION. The Company shall not merge or consolidate into or
with another corporation, or reorganize, or sell substantially all of
its assets to another corporation, firm, or person unless and until
such succeeding or continuing corporation, firm, or person agrees to
assume and discharge the obligations of the Company under this
Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to such succeeding or
continuing company, firm, or person.
8.7 INTERPRETATION. Wherever the fulfillment of the intent and purpose of
this Agreement requires, and the context will permit, the use of the
masculine gender includes the feminine and use of the singular
includes the plural.
8.8 ALTERNATIVE ACTION. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Agreement, the Company or Plan Administrator may in its discretion
perform such alternative act as most nearly carries out the intent and
purpose of this Agreement and is in the best interests of the Company.
8.9 APPLICABLE LAW. Subject to ERISA, the provisions of this Agreement
shall be construed and interpreted in accordance with the laws of the
state of Pennsylvania, without regard to its conflict of law
principles.
8.10 HEADINGS. Article and section headings are for convenient reference
only and shall not control or affect the meaning or construction of
any of its provisions.
8.11 FURNISHING INFORMATION. The Executive or the Executive's Beneficiary
will cooperate with the Plan Administrator by furnishing any and all
information requested by the Plan Administrator and take such other
actions as may be requested in order to facilitate the administration
of the Agreement and the payments of benefits hereunder, including but
not limited to taking such physical examinations as the Plan
Administrator may deem necessary.
8.12 VALIDITY. In case any provision of this Agreement shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Agreement shall be construed and
enforced as if such illegal and invalid provision has never been
inserted herein.
8.13 NOTICE. Any notice or filing required or permitted to be given to the
Plan Administrator under this Agreement shall be sufficient if in
writing and handdelivered, or sent by registered or certified mail, to
the address below:
000 X. Xxxxx Xx.
Xxxxxxxxxxx, XX
00000
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
Any notice or filing required or permitted to be given to the
Executive under this Agreement shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Executive.
8.14 SIGNED COPIES. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and
such counterparts taken together shall constitute one (1) and the same
instrument.
IN WITNESS WHEREOF, the Company and the Executive have caused this
Agreement to be duly executed as of the Effective Date above.
EXECUTIVE GRANGE NATIONAL BANK
_______________ By: /S/XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
As its Secretary
