EXHIBIT 10.16
SERVICE 1ST BANK
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is entered into
this 10th day of September 2003, by and between SERVICE 1ST BANK, a
state-chartered commercial bank located in Stockton, California (the "Bank"),
and XXXXXX X. XXXXX (the "Executive").
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. The Bank will pay the
benefits from its general assets.
The Bank and the Executive agree as provided herein.
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Accrual Balance" means the liability accrued by the Bank, under
Generally Accepted Accounting Principles ("GAAP"), for the Bank's
obligation to the Executive under this Agreement, by applying
Accounting Principles Board ("APB") Opinion 12 as amended by Financial
Accounting Standard ("FAS") 106 and the Discount Rate. The Accrual
Balance shall be reported annually by the Bank to the Executive on
Schedule A.
1.2 "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 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 "Change of Control" means the occurrence of any of the following events
with respect to the Bank or, as applicable, its parent holding company
Service 1st Bancorp ("Bancorp"):
(a) a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as
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amended (the "Exchange Act"), or in response to any other form or
report to the regulatory agencies or governmental authorities
having jurisdiction over the Bank or Bancorp, or any stock
exchange on which Bancorp's shares are listed which requires the
reporting of a change in control;
(b) any merger, consolidation or reorganization of the Bank or Bancorp
in which the Bank or Bancorp does not survive;
(c) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) of
any assets of the Bank or Bancorp having an aggregate fair market
value of fifty percent (50%) of the total value of the assets of
the Bank or Bancorp, reflected in the most recent balance sheet of
the Bank or Bancorp;
(d) a transaction whereby any "person" (as such term is used in the
Exchange Act) or any individual, corporation, partnership, trust
or any other entity is or becomes the beneficial owner, directly
or indirectly, of securities of the Bank or Bancorp representing
twenty-five percent (25%) or more of the combined voting power of
the Bank's or Bancorp's then outstanding securities;
(e) a situation where, in any one-year period, individuals who at the
beginning of such period constitute the Board of Directors of the
Bank or Bancorp cease for any reason to constitute at least a
majority thereof, except in the cases of retirement, disability or
death and unless the election, or the nomination for election by
the Bank's or Bancorp's shareholder(s), of each new director is
approved by a vote of at least three-quarters (3/4) of the
directors then still in office who were directors at the beginning
of the period; or
(f) the shareholder(s) of the Bank or Bancorp approve the sale or
transfer of substantially all of the Bank's or Bancorp's assets to
parties that are not within a "controlled group of corporations"
(as that term is defined in section 1563 of the Code) in which the
Bank or Bancorp is a member.
Notwithstanding the foregoing or anything else contained herein to the
contrary, there shall not be a Change in Control for purposes of this Agreement
if the event which would otherwise come within the meaning of the term Change in
Control involves (i) an Employee Stock Ownership Plan sponsored by Bancorp which
plan is the party that acquires "control" or is the principal participant in the
transaction constituting a "change in control," as described above, or (ii) a
reorganization in which the Bank is merged with and into another wholly-owned
bank subsidiary of Bancorp to consolidate operations under the charter of such
other bank subsidiary, or (iii) if the individuals who constitute the directors
of the Bank or Bancorp at the time a specific transaction described in Section
1.4(b) or 1.4(f) is first presented or disclosed to the Board of Directors of
the Bank or Bancorp will, according to the terms of the definitive agreement for
the transaction, constitute a majority of the members of the board of directors
of the resulting corporation or acquiring person immediately after the
transaction, then, before an event that would otherwise constitute a Change in
Control shall be deemed to have occurred, such Board of Directors of the Bank or
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Bancorp may determine by majority vote that the specific transaction does not
constitute a Change in Control under Section 1.4(b) or 1.4(f).
1.5 "Change of Control Benefit" means the benefit described in Section 2.4.
1.6 "Code" means the Internal Revenue Code of 1986, as amended.
1.7 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the insurance carrier of any
individual or group disability insurance policy covering the Executive,
or by the Social Security Administration, to be a disability rendering
the Executive totally and permanently disabled. The Executive must
submit proof to the Plan Administrator of the insurance carrier's or
Social Security Administration's determination upon the request of the
Plan Administrator.
1.8 "Disability Benefit" means the benefit described in Section 2.3.
1.9 "Discount Rate" means the rate used by the Plan Administrator for
determining the Accrual Balance. The rate is based on the yield on a
20-year corporate bond rated Aa by Moody's, rounded to the nearest
1/4%. The initial Discount Rate is 7.50%. However, the Plan
Administrator, in its sole discretion, may adjust the Discount Rate to
maintain the rate within reasonable standards according to GAAP.
1.10 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination
for Cause or within twelve (12) months following a Change of Control.
1.11 "Early Termination Benefit" means the benefit described in Section 2.2.
1.12 "Early Termination Date" means the month, day and year in which Early
Termination occurs.
1.13 "Effective Date" means June 1, 2003.
1.14 "Normal Retirement Age" means the Executive's sixty-sixth (66th)
birthday.
1.15 "Normal Retirement Benefit" means the benefit described in Section 2.1.
1.16 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.
1.17 "Plan Administrator" means the plan administrator described in Article
7.
1.18 "Plan Year" means each twelve-month period commencing on the Effective
Date.
1.19 "Schedule A" means the benefit description form attached to this
Agreement, which shall be updated by the Plan Administrator annually.
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If there is a conflict in terms or provisions between the Schedule A
and this Agreement, the terms and provisions of this Agreement shall
prevail.
1.20 "Termination for Cause" has that meaning set forth in Article 4.
1.21 "Termination of Employment" means that the Executive ceases to be
employed by the Bank for any reason, voluntary or involuntary, other
than by reason of a leave of absence approved by the Bank.
Article 2
Benefits During Lifetime
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal Retirement Age for reasons other than death, the Bank shall
pay to the Executive the benefit described in this Section 2.1 in lieu
of any other benefit under this Article.
2.1.1 Amount of Benefit. The annual Normal Retirement Benefit under
this Section 2.1 is FORTY THOUSAND DOLLARS ($40,000).
2.1.2 Payment of Benefit. The Bank shall pay the Normal Retirement
Benefit to the Executive in twelve (12) equal monthly
installments commencing on the first day of the month
following the Executive's Normal Retirement Date. The Normal
Retirement Benefit shall be paid to the Executive for fifteen
(15) years.
2.2 Early Termination Benefit. Upon Early Termination, the Bank shall pay
to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under this Article.
2.2.1 Amount of Benefit. The Early Termination Benefit under this
Section 2.2 is the Accrual Balance as of the end of the month
prior to the Early Termination Date.
2.2.2 Payment of Benefit. The Bank shall pay the benefit to the
Executive in a lump sum within thirty (30) days following the
Early Termination Date.
2.3 Disability Benefit. Upon Termination of Employment due to Disability
prior to Normal Retirement Age, the Bank shall pay to the Executive the
benefit described in this Section 2.3 in lieu of any other benefit
under this Article.
2.3.1 Amount of Benefit. The Disability Benefit under this Section
2.3 is the Accrual Balance as of the end of the month prior to
Termination of Employment due to Disability.
2.3.2 Payment of Benefit. The Bank shall pay the Disability Benefit
to the Executive in a lump sum within thirty (30) days
following Termination of Employment due to Disability.
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2.4 Change of Control Benefit. Upon a Change of Control followed within
twelve (12) months by the Executive's Termination of Employment, the
Bank shall pay to the Executive the benefit described in this Section
2.4 in lieu of any other benefit under this Article.
2.4.1 Amount of Benefit. The annual Change of Control Benefit under
this Section 2.4 is the Normal Retirement Benefit amount set
forth in Section 2.1.
2.4.2 Payment of Benefit. The Bank shall pay the annual Change of
Control benefit to the Executive in twelve (12) equal monthly
installments commencing on the first of the month following
Normal Retirement Age. The Change of Control Benefit shall be
paid to the Executive for fifteen (15) years.
2.5 Internal Revenue Code Section 280G. If all or any portion of the
amounts payable to the Executive pursuant to this Agreement alone or
together with other payments which the Executive has the right to
receive from the Bank, constitute "excess parachute payments" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), that are subject to the excise tax imposed by
Section 4999 of the Code (or similar tax and/or assessment), such
amounts payable hereunder shall be reduced to the extent necessary,
after first applying any similar reduction in payments to be received
from any other plan or program sponsored by the Bank from which the
Executive has a right to receive payments subject to Sections 280G and
4999 of the Code, including without limitation any employment agreement
made between the Bank and the Executive, so as to cause a reduction of
any excise tax pursuant to Section 4999 of the Code to equal "zero".
Article 3
Beneficiaries
3.1 Beneficiary Designation. The Executive shall have the right, at any
time, to designate a Beneficiary(ies) to receive any benefits payable
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 benefit plan of the Bank or
Bancorp 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
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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
4.1 Termination for Cause shall mean the occurrence of any one or more of
the following:
(a) the willful, intentional and material breach of duty by the
Executive in the course of his employment;
(b) the habitual and continued neglect by the Executive of his
employment duties and obligations under this Agreement;
(c) the Executive's willful and intentional violation of any State of
California or federal banking laws, or of the Bylaws, rules,
policies or resolutions of Bank or Bancorp and their respective
subsidiaries, or of the rules or regulations of the Board of
Governors of the Federal Reserve System, California Department of
Financial Institutions or the Federal Deposit Insurance
Corporation, or other regulatory agency or governmental authority
having jurisdiction over Bank or Bancorp;
(d) the determination by a state or federal banking agency or
governmental authority having jurisdiction over Bank or Bancorp
that the Executive is not suitable to act in the capacity for
which he is employed by Bank;
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(e) the Executive is convicted of any felony or a crime involving
moral turpitude or commits a fraudulent or dishonest act;
(f) the Executive discloses without authority any secret or
confidential information concerning Bank, Bancorp or their
respective subsidiaries or takes any action which the Bank's Board
of Directors determines, in its sole discretion and subject to
good faith, fair dealing and reasonableness, constitutes unfair
competition with or induces any customer to breach any contract
with Bank, Bancorp or their respective subsidiaries; or
(g) the Executive breaches the terms or provisions of this Agreement.
4.2 Suicide or Misstatement. The Bank shall not pay any benefit under this
Agreement if the Executive commits suicide within two years after the
Effective Date. In addition, the Bank shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of
fact, as determined solely by the applicable insurance carrier, on any
application for life insurance owned by the Bank on the Executive's
life.
Article 5
Claims And Review Procedures
5.1 Claims Procedure. An Executive or Beneficiary ("claimant") who has not
received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows:
5.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the
benefits.
5.1.2 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.
5.1.3 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:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the 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;
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(d) An explanation of the 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.
5.2 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:
5.2.1 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.
5.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit written comments,
documents, records and other information relating to the
claim. The 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.
5.2.3 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.
5.2.4 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.
5.2.5 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:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the 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
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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).
Article 6
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement
signed by the Bank and the Executive. Provided, however, if the Bank's Board of
Directors determines that the Executive is no longer a member of a select group
of management or highly compensated employees, as that phrase applies to ERISA,
for reasons other than death, Disability or retirement, the Bank may amend or
terminate this Agreement. Upon such amendment or termination the Bank shall pay
benefits to the Executive as if Early Termination occurred on the date of such
amendment or termination, regardless of whether Early Termination actually
occurs.
Article 7
Administration of Agreement
7.1 Plan Administrator Duties. This Agreement shall be administered by a
Plan Administrator which shall consist of the Board, or such committee
or person(s) 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.
7.2 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 Bank.
7.3 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. No Executive or Beneficiary shall be deemed
to have any right, vested or nonvested, regarding the continued use of
any previously adopted assumptions, including but not limited to the
Discount Rate.
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7.4 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.
7.5 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 Termination of
Employment of the Executive, and such other pertinent information as
the Plan Administrator may reasonably require.
7.6 Annual Statement. The Plan Administrator shall provide to the
Executive, within one hundred twenty (120) days after the end of each
Plan Year, a statement setting forth the benefits payable under this
Agreement.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the Bank,
and their beneficiaries, survivors, executors, successors,
administrators and transferees.
8.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an
employee of the Bank, nor does it interfere with the Bank's right to
discharge the Executive. It also does not require the Executive to
remain an employee nor interfere with the Executive's right to
terminate employment at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Bank shall withhold any taxes that, in its
reasonable judgment, 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).
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of California, except to the extent
preempted by the laws of the United States of America.
8.6 Arbitration. All claims, disputes and other matters in question arising
out of or relating to this Agreement or the breach or interpretation
thereof, other than those matters which are to be determined by the
Bank in its sole and absolute discretion, shall be resolved by binding
arbitration before a representative member, selected by the mutual
agreement of the parties, of the Judicial Arbitration and Mediation
Services, Inc. ("JAMS"), in accordance with the rules and procedures of
JAMS then in effect. In the event JAMS is unable or unwilling to
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conduct such arbitration, or has discontinued its business, the parties
agree that a representative member, selected by the mutual agreement of
the parties, of the American Arbitration Association ("AAA"), shall
conduct such binding arbitration in accordance with the rules and
procedures of the AAA then in effect. Notice of the demand for
arbitration shall be filed in writing with the other party to this
Agreement and with JAMS (or AAA, if necessary). In no event shall the
demand for arbitration be made after the date when institution of legal
or equitable proceedings based on such claim, dispute or other matter
in question would be barred by the applicable statute of limitations.
Any award rendered by JAMS or AAA shall be final and binding upon the
parties, and as applicable, their respective heirs, beneficiaries,
legal representatives, agents, successors and assigns, and may be
entered in any court having jurisdiction thereof. The obligation of the
parties to arbitrate pursuant to this clause shall be specifically
enforceable in accordance with, and shall be conducted consistently
with, the provisions of Title 9 of Part 3 of the California Code of
Civil Procedure. Any arbitration hereunder shall be conducted in
Stockton, California, unless otherwise agreed to by the parties.
8.7 Attorneys' Fees and Costs. In the event of litigation, arbitration or
any other action or proceeding between the parties to interpret or
enforce this Agreement or any part thereof or otherwise arising out of
or relating to this Agreement, the prevailing party shall be entitled
to recover its costs related to any such action or proceeding and its
reasonable fees of attorneys, accountants and expert witnesses incurred
by such party in connection with any such action or proceeding. The
prevailing party shall be deemed to be the party which obtains
substantially the relief sought by final resolution, compromise or
settlement, or as may otherwise be determined by order of a court of
competent jurisdiction in the event of litigation, an award or decision
of one or more arbitrators in the event of arbitration, or a decision
of a comparable official in the event of any other action or
proceeding. Any obligation to indemnify under this Agreement includes
the obligation to pay reasonable fees of attorneys, accountants and
expert witnesses incurred by the indemnified party in connection with
matters subject to indemnification.
8.8 Unfunded Arrangement. The Executive 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 Executive's life is a general asset of the Bank to which the
Executive and Beneficiary have no preferred or secured claim.
8.9 Reorganization. The Bank shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets
to another company, firm, or person unless such succeeding or
continuing company, 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 company.
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8.10 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.
8.11 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.
8.12 Alternative Action. In the event it shall become impossible for the
Bank or the Plan Administrator to perform any act required by this
Agreement, 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 interests of the Bank.
8.13 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.
8.14 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.
8.15 Insolvency. If the California Commissioner of Financial Institutions
appoints the Federal Deposit Insurance Corporation as receiver for the
Bank, all obligations under this Agreement shall terminate as of the
date that the Bank is declared insolvent, and Executive and Executive's
Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of the
Bank.
8.16 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:
____________________________
____________________________
____________________________
____________________________
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.
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IN WITNESS WHEREOF, the Executive and a duly authorized
representative of the Bank have signed this Agreement.
EXECUTIVE: BANK:
SERVICE 1ST BANK
/s/ XXXXXX X. XXXXX By: /s/ XXXXXX X. XXXX
---------------------------------- ------------------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxx
Title: Chairman, Executive Committee
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SERVICE 1ST BANK
Salary Continuation Agreement
BENEFICIARY DESIGNATION FORM
================================================================================
I designate the following as Beneficiary of benefits under the Agreement payable
following my death:
Primary: _______________________________________________________________________
________________________________________________________________________________
Contingent: ____________________________________________________________________
________________________________________________________________________________
Note: To name a trust as beneficiary, please provide the name of the
trustee(s) and the exact name and date of the trust agreement.
I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator. 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 ___________________, 20___.
By: _________________________________
Title: _________________________________
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