DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, made this ________ day of ________ by and between THE
FIDELITY DEPOSIT & DISCOUNT BANK, Dunmore, Pennsylvania, a banking corporation
organized under the laws of the Commonwealth of Pennsylvania (the "Bank") and
______________________ residing in ________________, Pennsylvania (the
"Officer").
WITNESSETH
THAT, in consideration of the Agreements hereinafter contained, the parties
hereto agree as follows:
ARTICLE I
EMPLOYMENT
1.1 The Officer has been employed by the Bank since _________________ and
presently serves in the capacity of ________________________________.
1.2 The Bank agrees to continue to employ the Officer in capacity
of____________________________ and the Officer agrees to serve the corporation
in that capacity or in such other capacity as the Board of Directors of the Bank
(the "Board") may designate from time to time, and continuing until terminated
by either party on at least thirty (30) days prior written notice to the other
party.
1.3 During the term of his/her employment, the Officer shall devote all of
his time, attention, skill and efforts to the performance of his duties for the
Bank.
1.4 The Bank shall pay the Officer such salary payable biweekly as the
Board may from time to time determine, but not less than his present salary.
ARTICLE II
DEFERMENT OF COMPENSATION
2.1 The Officer shall each year designate the amount of his annual
compensation which is to be deferred during the following year. He/she shall
make his election on the Deferment of Compensation Election Letter attached
hereto by inserting the amount, dating the letter and signing it prior to
January 1 of the year in which he is to render the services for which he is to
be compensated.
2.2 The deferred portion of the Officer's compensation will not be paid him
as it is earned by him. Rather, the Bank shall in equal biweekly installments
credit to an account called "Deferred Compensation Account" the amount of the
Officer's deferred compensation.
2.3 There shall be credited to the Deferred Compensation Account, monthly,
an additional amount (i.e., in addition to the amount of deferred compensation
credited to the Deferred Compensation Account pursuant to Section 2.2 above)
equal to interest which would have been earned on the amount in said Deferred
Compensation Account if said amount had earned interest, compounded monthly as
follows:
Interest rate to be paid on this account will be ____________________
ARTICLE III
DISTRIBUTIONS
3.1 At the time designated for distribution the amount credited to the
Officer in the Deferred Compensation Account shall be distributed to the Officer
or his beneficiary as provided in this Plan.
3.2 The Officer, or, in the event of his death, a beneficiary properly
designated in writing by him, will receive distributions beginning on the first
day of the calendar quarter occurring after whichever of the following events
occurs to the Officer:
A. Termination of employment for any reason whatsoever; or
B. Death of the Officer.
3.3 Starting with the first year of distribution, Bank shall make
distribution in five (5) annual installments. The amount of such installments
shall be one-fifth (1/5) of the fair market value of the Deferred Compensation
Account as determined on the anniversary date of distribution in the first year,
one-fourth (1/4) of the fair market value of the Deferred Compensation Account
as determined on the anniversary date of distribution in the second year, etc.,
until distribution of an amount equal to the fair market value of the Deferred
Compensation Account has been completed.
3.4 However, should the Officer attain the retirement age while still
employed by the Bank, the Officer shall begin minimum distributions on a monthly
basis. The amount of the distributions will be determined by the Board of
Directors based upon the Deferred Compensation Account balance at the time of
qualification.
3.5 In the event the Officer shall die prior to receiving any payments
under Section 3.3 above, or before the five (5) annual payments are made, the
unpaid balance will continue to be paid in installments for the unexpired
portion of such five (5) year period to his designated beneficiary in the same
manner as set forth above.
3.6 The Officer shall designate his beneficiary on the beneficiary
designation form attached hereto. The Officer reserves the right to change said
beneficiary at any time. If no beneficiary shall have been designated, or if no
designated beneficiary shall survive the Officer, the unpaid balance shall be
paid in installments to the Officer's spouse if living, otherwise to the
officer's children - per stirpes; otherwise to the Officer's executor or
administrator in a lump sum.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 Nothing contained in this agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Bank and the Officer and his
designated beneficiary or any other person.
4.2 Any compensation deferred under the provisions of this Agreement, and
interest credited thereto under Section 2.3 shall continue for all purposes to
be a part of the general funds of the Bank. To the extent that any person
requires a right to receive payments from the Bank under this Agreement, such
rights shall be no greater than the right of an unsecured general creditor of
the Bank.
4.3 Nothing contained herein shall be construed as conferring upon the
Officer the right to continue in the employee of the Bank in any capacity.
4.4 The interest of the Officer and any beneficiary designated by him under
this Agreement shall not be subject to alienation, assignment, garnishment,
attachment, execution or levy of any kind.
4.5 The Board shall have full power and authority to interpret, construe
and administer this Agreement and the Board's interpretations and construction
thereof, and actions thereunder, shall be binding and conclusive on all persons
for all purposes. The Board, in its discretion, may appoint a Committee of not
less than three (3) Directors to administer this Agreement.
4.6 This Agreement shall be binding upon and inure to the benefit of the
Bank, its successors and assigns and the Officer and his heirs, executors,
administrators and legal representatives.
4.7 This Agreement shall be construed in accordance with and governed by
the law of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by
its duly authorized officers and the Officer has hereunto set his hand and seal
as of the date first above written.
The Fidelity Deposit and Discount Bank
ATTEST:
By:
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Secretary President
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Participant
DEFERMENT OF COMPENSATION ELECTION LETTER
To the Board of Directors:
In accordance with the Deferred Compensation Agreement entered into between
THE FIDELITY DEPOSIT AND DISOCUNT BANK and ________________________
Dated _______________,_______________, I hereby request to defer receipt of
compensation earned by me for services rendered in the respective calendar years
specified below. I will make the election each year by inserting the amount to
be deferred and affix my signature thereto prior to January 1 of the year in
which I will render services for which I am to be compensated.
AMOUNT TO DATE
YEAR BE DEFERRED SIGNED SIGNATURE
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BENEFICIARY DESIGNATION FOR DEFERMENT OF COMPENSATION
I hereby designate the following as death beneficiaries under Section 3.5
of the Deferred Compensation Agreement between THE FIDELITY DEPOSIT AND DISCOUNT
BANK and __________________________________.
1. My primary beneficiary is:
Name:
Address:
2. My contingent beneficiary is:
Dated:
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Signature
