Exhibit 10(s)
EXECUTIVE SALARY CONTINUATION AGREEMENT
THE AGREEMENT, made and entered into this 11th day of October, 1995 by and
between Rurban Financial Corp. (hereinafter called "Rurban"), and Xxxxxx X.
Xxxxxxxx (hereinafter called the "Executive").
WITNESSETH:
WHEREAS, the Executive has been and continues to be a valued Executive
of Rurban, and is now serving Rurban as its President; and,
WHEREAS, it is the consensus of the Board of Directors that the
Executive's services to Rurban in the past have been of exceptional merit and
have constituted an invaluable contribution to the general welfare of Rurban
and in bringing it to its present status of operating efficiency, and its
present position in its field of activity; and,
WHEREAS, the experience of the Executive, his knowledge of the affairs
of Rurban, his reputation and contacts in the industry are so valuable that
assurance of his continued services is essential for the future growth and
profits of Rurban and it is in the best interest of Rurban to arrange terms of
continued employment for the Executive so as to reasonably assure his
remaining in Rurban's employment during his lifetime or until the age of
retirement; and,
WHEREAS, it is the desire of Rurban that his services be retained as
herein provided; and,
WHEREAS, the Executive is willing to continue in the employ of Rurban
provided Rurban agrees to pay to him or his beneficiaries certain benefits in
accordance with the terms and conditions hereinafter set forth:
ACCORDINGLY, it is the desire of Rurban and the Executive to enter into
this agreement under which Rurban will agree to make certain payments to the
Executive at retirement or his beneficiary in the event of his premature death
while employed by Rurban; and,
FURTHERMORE, it is the intent of the parties hereto that this agreement
be considered an unfunded arrangement maintained primarily to provide
supplemental benefits for the Executive, as a member of a select group of
management or highly compensated employees of Rurban for the purposes of the
Employee Retirement Income Security Act of 1974, (E.R.I.S.A.):
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NOW, THEREFORE, in consideration of services performed in the past and
to be performed in the future as well as of the mutual promises and covenants
herein contained it is agreed as follows:
EMPLOYMENT
1. Rurban agrees to employ the Executive in such capacity as Rurban
may from time to time determine. The Executive will continue in
the employ of Rurban in such capacity and with such duties and
responsibilities as may be assigned to him, and with such
compensation as may be determined from time to time by the Board
of Directors of Rurban. Active employment shall include
temporary disability not to exceed six months and other "leave of
absences" specifically granted by the Board of Directors.
FRINGE BENEFITS
2. The salary continuation benefits provided by this agreement are
granted by Rurban as a fringe benefit to the Executive and are not
part of any salary reduction plan or an arrangement deferring a
bonus or a salary increase. The Executive has no option to take
any current payment or bonus in lieu of these salary continuation
benefits except as set forth hereinafter.
RETIREMENT DATE
3. If Executive remains in the continuous employ of Rurban, he shall
retire from active employment with Rurban on the first December
31st after his sixty-fifth (65th) birthday, unless by action of
the Board of Directors his period of active employment shall be
shortened or extended.
RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFIT
4. Upon said retirement, Rurban, commencing with the first day of
the month following the date of such retirement, shall pay
Executive an annual benefit equal to 15% of Executive's salary
immediately prior to his retirement in equal monthly installments
(of 1/12 of the annual benefit) for a period of one hundred
eighty (180) months, provided that if less than one hundred
eighty (180) such monthly payments have been made prior to the
death of the Executive, Rurban shall continue such monthly
payments to whomever the Executive shall designate in writing and
filed with Rurban, until the full number of one hundred eighty
(180) monthly payments have been made. In the absence of any
effective designation of beneficiary, any such amounts becoming
due and payable upon the death of the Executive shall be payable
to the duly qualified executor or administrator of his estate.
DEATH BENEFIT PRIOR TO RETIREMENT
5. In the event the Executive should die while actively employed by
Rurban at any time after the date of this Agreement but prior to
his attaining the age of sixty-five (65) years (or such later
date as may be agreed upon), Rurban will pay an annual benefit
equal to 15% of Executive's salary immediately prior to his death
in equal monthly installments (each equal to 1/12 of the annual
benefit) for a period of one hundred eighty (180) months to such
individual or individuals as the Executive may have designated in
writing and filed with Rurban. The said monthly payments shall
begin the first day of the first month following the month of the
decease of the Executive. In the absence of any effective
designation of beneficiary, any such amounts becoming due and
payable upon the death of the Executive shall be payable to the
duly qualified executor or administrator of his estate.
BENEFIT ACCOUNTING
6. Rurban shall account for this benefit using the regulatory
accounting principles of Rurban's primary federal regulator.
Rurban shall establish an accrued liability retirement account for
the Executive into which appropriate reserves shall be accrued.
VESTING
7. Executive benefits are payable in accordance with the following
vesting schedule:
5% of base salary at age 55 to 60
10% of base salary at age 60 to 65
15% of base salary at age 65 and over
In the event of employee termination prior to attaining age 65,
the payment will be based on the base salary paid on employee's
date of termination.
OTHER TERMINATION OF EMPLOYMENT
8. In the event that the employment of the Executive shall terminate
prior to retirement from active employment, as provided in
Paragraph 3, by his voluntary action, then this Agreement shall
terminate upon the date of such termination of employment and
Rurban shall pay to the Executive as severance compensation an
amount of money as of attained age under vesting schedule
Paragraph 7 and subject to payment schedule in Paragraph 4. An
employee discharged by Rurban for cause will have no compensation
payable under this agreement.
In the event the Executive's death should occur after such
severance but prior to the completion of the monthly payments
provided for in this Paragraph 8, the remaining installments shall
be paid to such individual or individuals as the Executive may
have designated in writing, and filed with Rurban. In the absence
of any effective designation of beneficiary, any such amounts
shall be payable to the duly qualified executor or administrator
of his estate.
PARTICIPATION IN OTHER PLANS
9. The benefits provided hereunder shall be in addition to
Executive's annual salary as determined by the Board of Directors,
and shall not affect the right of Executive to participate in any
current or future Rurban retirement Plan, group insurance, bonus,
or in any supplemental compensation arrangement which constitutes
a part of Rurban's regular compensation structure.
NON-COMPETE
10. The payment of benefits under this Agreement shall be contingent
upon the Executive not engaging in any activity that directly or
indirectly competes with Rurban's interests, within 25 miles of
any office of Rurban existing at the time of Executive 's
retirement or termination.
11. In the event there is a change in control of the ownership of
Rurban, Executive shall become 100% vested for the purposes of
Paragraph 7 hereinabove, as if the Executive had attained age 65.
12. If after the retirement of Executive, the capital of Rurban
should fall below the minimum required by Rurban's regulatory
authority and/or Rurban fails to make a profit in any two (2)
successive years, Executive may, at his option, demand that
Rurban pay him the balance of the benefits due him in a lump
sum. The balance due Executive shall be an amount of money equal
to his accrued liability benefit account balance and shall be
paid to him by Rurban within thirty (30) days of his demand.
ALIENABILITY
13. It is agreed that neither Executive, nor his/her spouse, nor any
other designee, shall have any right to commute, sell, assign,
transfer or otherwise convey the right to receive any payments
hereunder, which payments and the right thereto are expressly
declared to be non-assignable and non-transferable.
RESTRICTIONS ON FUNDING
14. Rurban shall have no obligation to set aside, earmark, or entrust
any fund or money with which to pay its obligation under this
Agreement. Rurban reserves the absolute right at its sole
discretion to either fund the obligations undertaken by this
Agreement or to refrain from funding the same and determine the
extent, nature, and method of such funding.
GENERAL ASSETS OF RURBAN
15. The rights of the Executive under this Agreement and of any
beneficiary of the Executive shall be solely those of an
unsecured creditor of Rurban. If Rurban shall acquire an
insurance policy or any other asset in connection with the
liabilities assumed by it hereunder, it is expressly understood
and agreed that neither Executive nor any beneficiary of
Executive shall have any right with respect to, or claim against,
such policy or other asset. Such policy or asset shall not be
deemed to be held under any trust for the benefit of Executive or
his beneficiaries or to be held in any way as collateral security
for the fulfilling of the obligations of Rurban under this
Agreement. It shall be, and remain, a general, unpledged,
unrestricted asset of Rurban and Executive or any of his
beneficiaries shall not have a greater claim to the insurance
policy or other assets, or any interest in either of them, than
any other general creditor of Rurban.
REORGANIZATION
17. Rurban agrees that if Rurban merges or consolidates with any other
company or organization, or permits its business activities to be
taken over by any other organization, or ceases its business
activities or terminates its existence, the Executive will be
considered to be vested in one hundred percent (100%) of the
retirement benefit to be paid to the Executive pursuant to
Paragraph 4 above.
AMENDMENT
18. This Agreement may be amended in whole or in part from time to
time by the Employer, but only in writing. Amendments are not to
effect Executive benefits for those who are in pay-out or eligible
for payments under the vesting schedule.
NOT A CONTRACT OR EMPLOYMENT
19. This Agreement shall not be deemed to constitute a contract of
employment between the parties hereto, nor shall any provision
hereof restrict the right of Rurban to discharge the Executive, or
restrict the right of the Executive to terminate his employment.
HEADINGS
20. Headings and subheadings of this Agreement are inserted for
reference and convenience only and shall not be deemed a part of
this agreement.
APPLICABLE LAW
21. The validity and interpretation of this Agreement shall be
governed by the laws of the State of Ohio.
EFFECTIVE DATE
22. The effective date of this agreement shall be October 11, 1995.
CLAIMS PROCEDURE
23. In the event that benefits under this Agreement are not paid to
the Executive (or his beneficiary in the case of the Executive' s
death), and such person feels entitled to receive them, a claim
shall be made in writing to the Plan Administrator within sixty
(60) days from the date payments are not made. Such claim shall
be reviewed by the Plan Administrator and Rurban' s Board of
Directors. If the claim is denied, in full or in part, the Plan
Administrator shall provide a written notice within ninety (90)
days setting forth the specific reasons for denial, specific
reference to the provisions of this Agreement upon which the
denial is based.
NAMED FIDUCIARY AND PLAN ADMINISTRATOR
24. For purposes of implementing this claims procedure (but not for
any other purpose), the chief executive officer of Rurban
Financial Corp., is hereby designated as the Named Fiduciary and
Plan Administrator of Plan Agreement. As Named Fiduciary and
Plan Administrator, said chief executive officer shall be
responsible for the management, control, and administration of
the agreement as established herein. Rurban may delegate certain
aspects of the management or operation responsibilities of the
Plan including the employment of advisors and the delegation of
ministerial duties to qualified individuals.
IN WITNESS WHEREOF, Rurban has caused this Agreement to be signed in its
corporate name by its duly authorized officer, and attested by its Secretary,
and Executive hereunto set his hand and seal, all on the day and year first
above written.
ATTEST:
RURBAN FINANCIAL CORP.
/s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxx
____________________________ _________________________________[SEAL]
Witness Xxxxx X. Xxxx, Executive Vice President
/s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxxxx
____________________________ _________________________________
Witness Executive
/s/ Xxxxxx X. Xxxxxxxxx
____________________________
Witness
DESIGNATION OF BENEFICIARY
Pursuant to the terms of a Salary Continuation Agreement, dated October
11, 1995 between myself and Rurban Financial Corp., I hereby designate the
following beneficiary(ies) to receive payments which may be due under such
Agreement after my death:
Primary Beneficiary:
Xxxxxxx X. Xxxxxxxx 0000 X. Xxxxx Xx., Defiance Spouse
________________________ ____________________________ ______________
Name Address Relationship
Secondary Beneficiary(ies):
The Xxxxxx X. Xxxxxxxx Trust c/o The State Bank & Trust Co.
________________________ ____________________________ ______________
Name Address Relationship
________________________ ____________________________ ______________
Name Address Relationship
The Primary Beneficiary named above shall be the designated beneficiary
referred to in Paragraphs Four and Five of said Agreement if he or she is
living at the time a death benefit payment thereunder becomes due and payable,
and the Secondary Beneficiary named above shall be the designated beneficiary
referred to in Paragraphs Four and Five of said Agreement only if he or she is
living at the time a death benefit payment becomes payable and the Primary
Beneficiary is not then living.
This designation hereby revokes any prior designation which may have
been in effect.
Date: October 11, 1995
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/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
_____________________________ ______________________________________
Witness Executive
Acknowledged by:
/s/ Xxxxx X. Xxxx
______________________________________
(Rurban Officer)
Schedule A to Exhibit 10(s)
The following executive officers of Rurban Financial Corp. (the
"Corporation") entered into Executive Salary Continuation Agreements with the
Corporation which are identical to the Executive Salary Continuation
Agreement, dated October 11, 1995, between Xxxxxx X. Xxxxxxxx and the
Corporation filed as Exhibit 10(s) to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1995:
Position with Date of Executive Salary
Name of Executive Officer the Corporation Continuation Agreement
_________________________ _______________ ______________________
Xxxxx X. Xxxx Executive Vice President October 11, 1995
Xxxxxx X. Xxxxx Vice President October 16, 1995
Xxxxxx X. Xxxxxxxx Vice President October 16, 1995
