HOMEFEDERAL BANK SECOND AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR S. ELAINE POLLERT
Exhibit
10.10
HOMEFEDERAL
BANK
SECOND
AMENDED AND RESTATED
FOR
S. XXXXXX XXXXXXX
THIS
SECOND AMENDED & RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this
27th day of July, 2007, by and between HOMEFEDERAL BANK f/k/a HOME FEDERAL
SAVINGS BANK, a State chartered bank located in Columbus, Indiana (the “Bank”)
and S. Xxxxxx Xxxxxxx (the “Executive”).
The
Bank and the Executive executed an
Executive Supplemental Retirement Income Agreement on June 23, 1992, and
amended
it several times (the “First Agreement”). The parties amended and
restated the First Agreement on April 1, 2001 (the “Second
Agreement”). The parties then entered into an additional Supplemental
Executive Retirement Agreement on effective July 1, 2005 (the “Third
Agreement”). The First, Second and Third Agreements are referred to
collectively herein as the “Prior Agreements.”
The
parties intend this Amended and Restated Agreement to be a material modification
and combination of the Prior Agreements such that all amounts earned and
vested
prior to December 31, 2004 shall be subject to the provisions of Section
409A of
the Code and the regulations promulgated thereunder.
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 Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended from time to time.
Article
1
Definitions
Whenever
used in this Agreement, the
following words and phrases shall have the meanings specified:
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1.1
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“Beneficiary”
means each designated person, or the estate of the deceased Executive,
entitled to benefits, if any, upon the death of the Executive determined
pursuant to Article 4.
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1.2
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“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.
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1.3
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“Board”
means the Board of Directors of the Bank as from time to time
constituted.
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1
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1.4
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“Code”
means the Internal Revenue Code of 1986, as
amended.
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1.5
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“Corporation”
means Home Federal Bancorp, an Indiana corporation, and the sole
shareholder of the Bank.
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1.6
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“Disability”
means Executive: (i) 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 can be expected
to
last for a continuous period of not less than twelve (12) months;
or (ii)
is, by reason of any medically determinable physical or mental
impairment
which can be expected to result in death or can be expected to
last for a
continuous period of not less than twelve (12) months, receiving
income
replacement benefits for a period of not less than three (3) months
under
an accident and health plan covering employees of the
Bank. Medical determination of Disability may be made by either
the Social Security Administration or by the provider of an accident
or
health plan covering employees of the Bank. Upon the request of
the Plan Administrator, the Executive must submit proof to the
Plan
Administrator of the Social Security Administration’s or the provider’s
determination.
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1.7
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“Effective
Date” means January 1, 2005.
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1.8
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“Normal
Retirement Age” means the Executive attaining age fifty
(50).
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1.9
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“Normal
Retirement Date” means the later of Normal Retirement Age or
Separation from Service.
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1.9
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“Plan
Administrator” means the plan administrator described in Article
6.
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1.10
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“Plan
Year” means each twelve-month period commencing on July 1 and ending
on June 30 of each year. The initial Plan Year shall commence
on the Effective Date of this Agreement and end on the following
June 30,
2006.
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1.11
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“Separation
from Service”
means
the
termination of the Executive’s
employment with
the Bank
for reasons other than death. Whether
a Separation from Service takes place is determined based on the
facts and
circumstances surrounding the termination of the Executive’s
employment. A
termination of employment will be considered to
have
occurred if
it is
reasonably anticipated that:
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(a)
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the
Executive will not perform any services for the Bank after Termination
of
Employment, or
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(b)
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the
Executive will continue to provide services to the Bank at an annual
rate
that is less than fifty percent (50%) of the bona fide services
rendered
during the immediately preceding twelve (12) months of
employment.
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1.12
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“Specified
Employee” means a key employee (as defined in Section 416(i) of the
Code without regard to paragraph 5 thereof) of the Bank if any
stock of
the Bank or any entity
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2
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required
to be aggregated with the Bank under Section 414(b) or 414(c) of
the Code
is publicly traded on an established securities market or
otherwise.
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1.13
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“Termination
for Cause” means Separation from Service
for:
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(a)
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Personal
dishonesty; or
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(b)
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Incompetence;
or
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(c)
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Willful
misconduct; or
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(d)
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Breach
of fiduciary duty involving personal profit;
or
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(e)
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Intentional
failure to perform stated duties;
or
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(f)
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Willful
violation of any law, rule or regulation (other than traffic violations
or
similar offenses) or final cease-and-desist
order.
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Article
2
Distributions
During Lifetime
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2.1
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Retirement
Benefit. Upon the Normal Retirement Date, the Bank shall
distribute to the Executive the benefit described in this Section
2.1 in
lieu of any other benefit under this
Article.
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2.1.1
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Amount
of Benefit. The annual benefit under this Section 2.1 is
Fifty Thousand Dollars ($50,000).
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2.1.2
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Distribution
of Benefit. The Bank shall distribute the annual benefit to
the Executive in twelve (12) equal monthly installments commencing
on the
first day of the month following the Normal Retirement
Date. The annual benefit shall be distributed to the Executive
for fifteen (15) years.
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2.2
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Disability
Benefit. If the Executive experiences a Disability
which results in a Separation from Service prior to Normal Retirement
Age,
the Bank shall distribute to the Executive the benefit described
in this
Section 2.2 in lieu of any other benefit under this
Article.
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2.2.1
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Amount
of Benefit. The annual benefit under this Section 2.2 is
Fifty Thousand Dollars ($50,000).
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2.2.2
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Distribution
of Benefit. The Bank shall distribute the annual benefit to
the Executive in twelve (12) equal monthly installments commencing
within
sixty (60) days following Separation from Service due to such
Disability. The annual benefit shall be distributed to the
Executive for fifteen (15) years.
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2.3
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Restriction
on Timing of
Distribution.
Notwithstanding
any
provision of this Agreement to the contrary, if the Executive is
considered a Specified Employee at Separation from Service under
such
procedures as established by the Bank in accordance with Section
409A of
the Code, benefit distributions that are made upon Separation from
Service
may not commence earlier than six (6) months after the date of
such Separation
from Service;
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3
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provided,
however, that the six (6) month delay required under this Section
2.3
shall not apply to the portion of any payment resulting from the
Executive’s “involuntary separation from service” (as defined in Treas.
Reg. § 1.409A-1(n) and including a “separation from service for good
reason,” as defined in Treas. Reg. § 1.409A-1(n)(2)) that (a) is
payable no later than the last day of the second year following
the year
in which the separation from service occurs, and (b) does not exceed
two
times the lesser of (i) the Executive’s annualized compensation for the
year prior to the year in which the separation from services occurs,
or
(ii) the dollar limit described in Section 401(a)(17) of the
Code. Therefore, in the event this Section 2.3 is applicable to
the Executive, any distribution which would otherwise be paid to
the
Executive within the first six months following the Separation
from
Service shall be accumulated and paid to the Executive in a lump
sum on
the first day of the seventh month following the Separation from
Service. All subsequent distributions shall be paid in the
manner specified.
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2.4
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Distributions
Upon Income Inclusion Under Section 409A of the Code. Upon
the inclusion of any amount into the Executive’s income as a result of the
failure of this non-qualified deferred compensation plan to comply
with
the requirements of Section 409A of the Code, to the extent such
tax
liability can be covered by the amount the Bank has accrued with
respect
to the Bank’s obligations hereunder, a distribution shall be made as soon
as is administratively practicable following the discovery of the
plan
failure.
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2.5
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Change
in Form or Timing of Distributions. All changes in the form
or timing of distributions hereunder must comply with the following
requirements. The
changes:
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(a)
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may
not accelerate the time or schedule of any distribution, except
as
provided in Section 409A of the Code and the regulations
thereunder;
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(b)
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must,
for benefits distributable under Sections 2.1 and 2.2, delay the
commencement of distributions for a minimum of five (5) years from
the
date the first distribution was originally scheduled to be made;
and
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(c)
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must
take effect not less than twelve (12) months after the election
is
made.
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Article
3
Distribution
at Death
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3.1
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Death
During Active Service. If the Executive dies while in the
active service of the Bank, the Bank shall distribute to the Beneficiary
the benefit described in this Section 3.1. This benefit shall be
distributed in lieu of the benefits under Article
2.
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3.1.1
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Amount
of Benefit. The benefit under this Section 3.1 is the
Normal Retirement Benefit amount described in Section
2.1.1.
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3.1.2
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Distribution
of Benefit. The Bank shall distribute the annual benefit to
the Beneficiary in twelve (12) equal monthly installments commencing
within sixty
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4
(60)
days
following receipt by the Bank of the Executive’s death
certificate. The annual benefit shall be distributed to the
Beneficiary for fifteen (15) years.
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3.2
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Death
During Distribution of a Benefit. If the Executive dies
after any benefit distributions have commenced under this Agreement
but
before receiving all such distributions, the Bank shall distribute
to the
Beneficiary the remaining benefits at the same time and in the
same
amounts they would have been distributed to the Executive had the
Executive survived.
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3.3
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Death
After Separation from Service But Before Benefit Distributions
Commence. If the Executive is entitled
to benefit distributions under this Agreement, but dies prior to
the
commencement of said benefit distributions, the Bank shall distribute
to
the Beneficiary the same benefits that the Executive was entitled
to prior
to death except that the benefit distributions shall commence within
sixty
(60) days following receipt by the Bank of the Executive’s death
certificate.
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3.4
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Burial
Benefit. In addition to the above-described death benefits,
the Executive’s Beneficiary shall be entitled to a one-time lump sum death
benefit in the amount of Fifteen Thousand Dollars
($15,000). The payment shall be made within thirty (30) days
following receipt by the Bank of the Executive’s death
certificate.
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Article
4
Beneficiaries
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4.1
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Beneficiary. The
Executive shall have the right, at any time, to designate a Beneficiary
to
receive any benefit distributions under this Agreement 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 Bank in which the Executive
participates.
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4.2
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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.
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5
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4.3
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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.
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4.4
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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.
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4.5
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Facility
of Distribution. If the Plan Administrator determines in
its discretion that a benefit is to be distributed 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 distribution
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 distribution of a benefit
shall be a distribution 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 distribution
amount.
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Article
5
General
Limitations
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5.1
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Termination
for Cause. Notwithstanding any provision of this Agreement
to the contrary, the Bank shall not distribute any benefit under
this
Agreement if the Executive’s employment with the Bank is terminated due to
a Termination for Cause.
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5.2
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Suicide
or Misstatement. No benefits shall be distributed if the
Executive commits suicide within two years after the Effective
Date of
this Agreement, or if an insurance company which issued a life
insurance
policy covering the Executive and owned by the Bank denies coverage
(i)
for material misstatements of fact made by the Executive on an
application
for such life insurance, or (ii) for any other
reason.
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5.3
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Removal. Notwithstanding
any provision of this Agreement to the contrary, the Bank shall
not
distribute any benefit under this Agreement if the Executive is
subject to
a final removal or prohibition order issued by an appropriate federal
banking agency pursuant to Section 8(e) of the Federal Deposit
Insurance
Act.
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5.4
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Excess
Parachute or Golden Parachute Payment. Notwithstanding any
provision of this Agreement to the contrary, to the extent any
distributions, if made, would be treated as an “excess parachute payment”
under Section 280G of the Code, the Bank shall reduce or delay
the
distributions to the extent it would not be an excess parachute
payment.
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6
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Article
6
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Administration
of Agreement
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6.1
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Plan
Administrator Duties. This Agreement shall be administered
by a Plan Administrator which shall consist of the Board, or such
committee or persons as the Board shall appoint. The Plan
Administrator shall administer this Agreement according to its
express
terms and 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 to the extent the exercise
of such
discretion and authority does not conflict with Section 409A of
the Code
and regulations thereunder.
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6.2
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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
Bank.
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6.3
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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.
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6.4
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Indemnity
of Plan Administrator. The Bank 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.
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6.5
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Bank
Information. To enable the Plan Administrator to perform
its functions, the Bank shall supply full and timely information
to the
Plan Administrator on all matters relating to the date and
circumstances of the retirement, Disability, death, or Separation
from Service of the Executive, and such other pertinent information
as the
Plan Administrator may reasonably
require.
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Article
7
Claims
And Review Procedures
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7.1
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Claims
Procedure. An Executive or Beneficiary (“Claimant”) who has
not received benefits under the Agreement that he or she believes
should
be distributed shall make a claim for such benefits as
follows:
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7.1.1
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Initiation
– Written Claim. The Claimant initiates a claim by
submitting to the Plan Administrator a written claim for the
benefits. If such a claim relates to
the
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7
contents
of a notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the Claimant. All
other claims must be made within one hundred eighty (180) days of the date
on which the event that caused the claim to arise occurred. The claim
must state with particularity the determination desired by the
Claimant.
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7.1.2
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Timing
of Plan Administrator Response. The Plan
Administrator shall respond to such Claimant within 90 days after
receiving the claim. If the Plan Administrator determines that
special circumstances require additional time for processing the
claim,
the Plan Administrator 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 Plan Administrator expects to render its
decision.
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7.1.3
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Notice
of Decision. If the Plan Administrator denies part or all
of the claim, the Plan Administrator shall notify the Claimant
in writing
of such denial. The Plan Administrator shall write the
notification in a manner calculated to be understood by the
Claimant. The notification shall set
forth:
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(a)
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The
specific reasons for the denial;
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(b)
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A
reference to the specific provisions of the Agreement on which
the denial
is based;
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(c)
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A
description of any additional information or material necessary
for the
Claimant to perfect the claim and an explanation of why it is
needed;
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(d)
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An
explanation of the Agreement’s review procedures and the time limits
applicable to such procedures; and
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(e)
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A
statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on
review.
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7.2
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Review
Procedure. If the Plan Administrator denies part or all of
the claim, the Claimant shall have the opportunity for a full and
fair
review by the Plan Administrator of the denial, as
follows:
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7.2.1
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Initiation
– Written Request. To initiate the review, the Claimant,
within 60 days after receiving the Plan Administrator’s notice of denial,
must file with the Plan Administrator a written request for
review.
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7.2.2
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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 Plan Administrator
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.
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7.2.3
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Considerations
on Review. In considering the review, the Plan
Administrator 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.
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7.2.4
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Timing
of Plan Administrator Response. The Plan Administrator
shall respond in writing to such Claimant within 60 days after
receiving
the request for review. If the Plan Administrator determines
that special circumstances require additional time for processing
the
claim, the Plan Administrator 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 Plan Administrator expects
to
render its decision.
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7.2.5
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Notice
of Decision. The Plan Administrator shall notify the
Claimant in writing of its decision on review. The Plan
Administrator shall write the notification in a manner calculated
to be
understood by the Claimant. The notification shall set
forth:
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(a)
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The
specific reasons for the denial;
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(b)
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A
reference to the specific provisions of the Agreement on which
the denial
is based;
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(c)
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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
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(d)
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A
statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a).
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Article
8
Amendments
and Termination
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8.1
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Amendments. This
Agreement may be amended only by a written agreement signed by
the Bank
and the Executive. However, the Bank may unilaterally amend
this Agreement to conform with written directives to the Bank from
its
auditors or banking regulators or to comply with legislative or
tax law,
including without limitation Section 409A of the Code and any and
all
regulations and guidance promulgated
thereunder.
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8.2
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Plan
Termination Generally. The Bank may unilaterally terminate
this Agreement at any time. The benefit shall be the amount the
Bank has accrued with respect to the Bank’s obligations hereunder as of
the date the Agreement is terminated. Except as provided in
Section 8.3, the termination of this Agreement shall not cause
a
distribution of benefits under this Agreement. Rather, upon
such termination benefit distributions will be made at the earliest
distribution event permitted under Article 2 or Article
3.
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8.3
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Plan
Terminations Under Section 409A. Notwithstanding anything
to the contrary in Section 8.2, if the Bank terminates this Agreement
in
the following circumstances:
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(a)
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Within
thirty (30) days before or twelve (12) months after a change in
the
ownership or effective control of the Bank or of the Corporation,
or in
the ownership of a substantial portion of the assets of the Bank
or of the
Corporation as described in Section 409A(2)(A)(v) of the Code,
provided
that termination of this Agreement was effected through an irrevocable
action taken by the Bank and provided further that all distributions
are
made no later than twelve (12) months following such termination
of the
Agreement and that all the Bank's arrangements which are
substantially similar to the Agreement are terminated so the Executive
and
all participants in the similar arrangements are required to receive
all amounts of compensation deferred under the terminated arrangements
within twelve (12) months of the termination of the
arrangements;
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(b)
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Upon
the Bank’s dissolution or with the approval of a bankruptcy court provided
that the amounts deferred under the Agreement are included in the
Executive's gross income in the latest of (i) the calendar year
in which
the Agreement 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 distribution is administratively practical;
or
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(c)
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Upon
the Bank’s termination of this and all other non-account balance plans (as
referenced in Section 409A of the Code or the regulations thereunder),
provided that all distributions are made no earlier than twelve
(12)
months and no later than twenty-four (24) months following such
termination, provided further that the termination of this Agreement
does
not occur proximate to the downturn in the financial health of
the Bank
and provided further that the Bank does not adopt any new non-account
balance plans for a minimum of three (3) years following the date
of such
termination;
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then
the
Bank may distribute the amount the Bank has accrued with respect to the Bank’s
obligations hereunder, determined as of the date of the termination of the
Agreement, to the Executive in a lump sum subject to the above
terms.
Article
9
Miscellaneous
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9.1
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Binding
Effect. This Agreement shall bind the Executive and the
Bank, and their beneficiaries, survivors, executors, administrators
and
transferees.
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9.2
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No
Guarantee of Employment. This Agreement is not a contract
for employment. It does not give the Executive the right to
remain as an employee of the Bank, nor does it interfere with the
Bank's
right to discharge the Executive. It also does not require
the
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10
Executive
to remain an employee nor interfere with the Executive's right to terminate
employment at any time.
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9.3
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Non-Transferability. Benefits
under this Agreement cannot be sold, transferred, assigned, pledged,
attached or encumbered in any
manner.
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9.4
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Tax
Withholding and Reporting. The Bank shall withhold any
taxes that are required to be withheld from the benefits provided
under
this Agreement. The Executive acknowledges that the Bank’s sole
liability regarding taxes is to forward any amounts withheld to
the
appropriate taxing authority(ies). Further, the Bank shall
satisfy all applicable reporting requirements, including those
under
Section 409A of the Code and regulations
thereunder.
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9.5
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Applicable
Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Indiana, except to the extent
preempted by the laws of the United States of
America.
|
|
9.6
|
Unfunded
Arrangement. The Executive and the Beneficiary are general
unsecured creditors of the Bank for the distribution of benefits
under
this Agreement. The benefits represent the mere promise by the
Bank to distribute such benefits. The rights to benefits are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Executive's life or other
informal funding asset is a general asset of the Bank to which
the
Executive and Beneficiary have no preferred or secured
claim.
|
|
9.7
|
Reorganization. The
Bank shall not merge or consolidate into or with another bank,
or
reorganize, or sell substantially all of its assets to another
bank, firm,
or person unless such succeeding or continuing bank, firm, or person
agrees to assume and discharge the obligations of the Bank under
this
Agreement. Upon the occurrence of such event, the term “Bank”
as used in this Agreement shall be deemed to refer to the successor
or
survivor bank.
|
|
9.8
|
Entire
Agreement. This Agreement constitutes the entire
agreement between the Bank and the Executive as to the subject
matter
hereof. No rights are granted to the Executive by virtue of
this Agreement other than those specifically set forth
herein.
|
|
9.9
|
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.
|
|
9.10
|
Alternative
Action. In the event it shall become impossible for the
Bank or the Plan Administrator to perform any act required by this
Agreement due to regulatory or other constraints, the Bank 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
|
11
interests
of the Bank, provided that such alternative acts do not subject the Executive
to
tax under Section 409A of the Code.
|
9.11
|
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.
|
|
9.12
|
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.
|
|
9.13
|
Notice. Any
notice or filing required or permitted to be given to the Bank
or Plan
Administrator under this Agreement shall be sufficient if in writing
and
hand-delivered, or sent by registered or certified mail, to the
address
below:
|
|
HomeFederal
Bank
|
||
|
Attention:
CEO
|
||
|
000
Xxxxxxxxxx Xxxxxx
|
||
|
Xxxxxxxx,
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 on 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.
|
9.14
|
Compliance
with Section 409A. This Agreement shall at all times be
operated and interpreted consistent with the requirements of Section
409A
of the Code and any and all regulations thereunder, including such
regulations as may be promulgated after the Effective Date of this
Agreement.
|
IN
WITNESS WHEREOF, the Executive and a duly authorized representative of the
Bank
have signed this Agreement.
|
Executive:
|
HOMEFEDERAL
BANK
|
||
| /s/ S. Xxxxxx Xxxxxxx |
By
|
/s/ Xxxxxxx X. XxXxxx | |
|
S.
Xxxxxx Xxxxxxx
|
Title
|
SVP / Controller | |
{ } New
Designation
{ } Change
in Designation
I,
__________________________, designate the following as Beneficiary under
the
Agreement:
|
Primary:
___________________________________________________________
___________________________________________________________
|
_____%
_____%
|
|
Contingent:
___________________________________________________________
___________________________________________________________
|
_____%
_____%
|
Notes:
|
|
|
|
|
·
|
Please
PRINT CLEARLY or TYPE the names of the
beneficiaries.
|
|
|
·
|
To
name a trust as Beneficiary, please provide the name of the trustee(s)
and
the exact name and date of the
trust agreement.
|
|
|
·
|
To
name your estate as Beneficiary, please write “Estate of
[your
name]”.
|
|
|
·
|
Be
aware that none of the contingent beneficiaries will receive anything
unless ALL of the primary beneficiaries predecease
you.
|
I
understand that I may change these beneficiary designations by delivering
a new
written designation to the Plan Administrator, which shall be effective only
upon receipt and acknowledgment by the Plan Administrator prior to my
death. I further understand that the designations will be
automatically revoked if the Beneficiary predeceases me, or, if I have named
my
spouse as Beneficiary and our marriage is subsequently dissolved.
Name: _______________________________
Signature: _______________________________ Date: __________
Received
by the Plan Administrator this ________ day of ___________________,
2___
By: _________________________________
Title: _________________________________
