EXHIBIT 10.3
DEFERRED DIRECTOR FEES AGREEMENT
THIS DEFERRED DIRECTOR FEES AGREEMENT, (this ("Agreement"), made this
______ day of _____________________, 2003 by and between _________________,
("Director"), and COLUMBIA COUNTY FARMERS NATIONAL BANK, ("Bank").
WITNESSETH AS FOLLOWS:
WHEREAS, Director has been duly elected by the shareholders of the Bank to
become a member of the Bank's Board of Directors, and to render services as
such; and
WHEREAS, the Bank and Director desire to set forth in writing their
agreement respecting future compensation to Director for such services.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein, and intending to be legally bound hereby, the parties agree as follows:
1. DIRECTOR'S SERVICE. Director agrees to serve as a member of the Bank's
Board of Directors.
2. TERM OF AGREEMENT. The term of this Agreement shall commence on July 1,
2003, and shall continue until the expiration of the Director's current term. If
Director is re-elected to a subsequent term or terms, this Agreement shall
continue until the expiration of the last of such terms ("Term"); provided,
however, that such Term shall terminate on any date on which Director shall
cease for any reason to be a member of the Board of Directors of the Bank.
3. EXPENSES AND FEES. Director shall be compensated for travel and
out-of-pocket expenses in accordance with the policies of the Bank. For the
services rendered by Director during such Term, the Bank agrees to compensate
Director for services rendered by Director in an amount determined by the Board
of Directors from time to time ("Director's Fee").
4. DEFERRED FEES ELECTION.
(a) Notwithstanding any provision to the contrary in Paragraph 3,
Director may elect to receive Director's Fees on a deferred, rather than
current, basis in accordance with Paragraph 4 and Paragraph 5 of this Agreement.
Such an election may be made by signing and returning to the Bank the election
form attached hereto as Exhibit A on the date of this Agreement, in which case
the election shall apply to all future Director's Fees, or (ii) on or before
March 31, June 30, September 30, or December 31 of any year during Director's
Term, in which case the election shall apply to all Director's Fees for
succeeding calendar quarters.
(b) The Bank shall establish on its books a Deferred Compensation
Account, which shall be used as a basis for determining the amount of payments
to be made to Director in
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accordance with the provisions of Paragraph 5 hereof, subject to all of the
terms and conditions hereinafter set forth. On the last day of the first month
of any calendar quarter of any year in which, pursuant to Director's prior
election, Director's Fees are stated to be deferred, and on the last day of each
calendar month following that date during the Term of Director's services set
forth in Paragraph 2 hereof, the Bank shall credit to the Deferred Compensation
Account an amount equal to the amount which Director would have been paid for
such services in the absence of the election to defer. Within 30 days following
the end of each calendar year, the Bank shall provide Director with a
spreadsheet analysis showing the amount standing to his credit in the Deferred
Compensation Account as of the end of that year, as adjusted for his credits
under this subparagraph (b) for that year, and for the interest adjustment
applicable under subparagraph (c) below.
(c) During calendar year 2003 and continuing through December 31,
2007, the amounts credited to a Director's Deferred Compensation Account shall
accrue interest at a rate of four (4%) percent per annum, from the date such
amount is credited. On January 1, 2008, and on January 1st every five years
thereafter, the interest accruing on amounts credited to a Director's Deferred
Compensation Account shall be adjusted for the ensuing five year period. The
adjusted interest rate shall equal that interest rate offered by the Bank as of
January 1st of the year of adjustment on its five-year maturity fixed rate
certificate of deposit. Interest will continue to be accrued at the applicable
rate on the balance credited to Director in the Deferred Compensation Account
during the period of payment of deferred fees.
(d) An election by Director to defer Director's Fees shall continue
from quarter to quarter unless Director terminates his election by written
request. In the event of such a termination, no part of Director's Fees or
interest credited to the Deferred Compensation Account prior to such termination
shall be paid to Director except in accordance with Paragraph 5 of this
Agreement. Nothing in this Paragraph shall preclude a Director who has exercised
his right to terminate from making a new election with respect to future
Director's Fees, as provided in Paragraph 4(a).
5. PAYMENT OF DEFERRED FEES.
(a) Except as provided in subparagraph (b) below, no payment to
Director of amounts standing to his credit in the Deferred Compensation Account
shall be commenced until the end of the quarter beginning January 1st of the
first year following the year Director's Term expires. Provided Director is then
living, the Bank shall then pay in cash to Director, in the manner and for the
period elected by Director as set forth in Exhibit A, an amount equal to the
amount standing to Director's credit in the Deferred Compensation Account, and
shall decrease the Deferred Compensation Account by an amount equal to each such
payment when made. Director shall have the right to amend the election in
Exhibit A at any time prior to commencement of payment.
(b) In the event that Director shall die prior to the payment of any
or all of the amounts credited to him in the Deferred Compensation Account, the
balance credited at that time shall be paid by the Bank to whatever person or
persons designated by Director on the
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beneficiary designation form attached hereto as Exhibit B, or in default, to
Director's estate in a single lump sum payment within four months after the date
of Director's death and such payment shall be in complete satisfaction of all of
the rights of Director or Director's estate, representatives, heirs or
beneficiaries. The Director shall have the right to change the beneficiary
designation from time to time during the Director's lifetime.
6. ALIENATION. Neither Director nor any person claiming under or through
Director shall have any interest in any fund or in any specific asset or assets
of the Bank by reason of the Deferred Compensation Account or any credits or
adjustments to it under this Agreement. The Deferred Compensation Account shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge or encumbrance by Director or any person claiming under or
through Director, nor shall it be subject to the debts, contracts, liabilities,
or engagements of Director or anyone else prior to actual payment thereof.
7. WITHHOLDING TAXES. At the request of a Director, the Bank may
accommodate the Director and withhold a percentage from payments of Deferred
Compensation to a Director for remittance to the IRS on account of federal
income taxes due thereon.
8. INDEPENDENT CONTRACTOR. Nothing contained herein shall be construed to
make Director an employee of the Bank, it being expressly understood that
Director is an independent contractor with respect to the Bank.
9. GENERAL. This Agreement comprises the entire agreement between the
parties and, as of the date of its execution supersedes, cancels and annuls any
and all prior agreements between the parties with respect to payments to
Director for services rendered to the Bank as a director thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
----------------------------------- --------------------------------------
ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
----------------------------------- --------------------------------------
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ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
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WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------
ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------- --------------------------
ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxx
----------------------------------- --------------------------------------
ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxx, Xx.
----------------------------------- --------------------------------------
ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
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WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxx
----------------------------------- --------------------------------------
ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
WITNESS: DIRECTOR:
/s/ Xxxxxx Xxxxxx /s/ Xxxx X. Xxxxxxxx
----------------------------------- --------------------------------------
ATTEST: COLUMBIA COUNTY FARMERS
NATIONAL BANK
/s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------------- --------------------------------------
SECRETARY PRESIDENT
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EXHIBIT A
ELECTION FOR DEFERRED FEES
In accordance with Paragraph 4(a) of the Directors' Agreement entered into
between COLUMBIA COUNTY FARMERS NATIONAL BANK and me, dated _______________,
2003, I hereby elect to defer receiving Director fees paid pursuant to such
Agreement.
In accordance with Paragraph 5(a) of the Agreement, I hereby make my
election as to the manner that the Bank should make payments of the amount
standing to Director's credit in the Deferred Compensation Account.
ELECTION DURING LIFE
1) Lump Sum
or
2) Installments
a. Payout: Annual
or
Quarterly
b. Term
Over 5 year period
or
Over 10 year period
c. Payout Starting: on ____________________ (specify date)
or
at age 65
at age 66
at age 67
at age 68
at age 69
at age 70
___________________________________
Director's Signature Date:
_______________
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EXHIBIT B
BENEFICIARY DESIGNATION
In accordance with Section 5(b) of the Directors' Agreement entered into
between COLUMBIA COUNTY FARMERS NATIONAL BANK and me, dated January 1, 2003 , I
hereby designate
_____________________________________________________
as the person(s) to whom the Bank should pay the amounts standing to my credit
in the Deferred Compensation Account. By the above designation, I hereby revoke
any and all prior designations.
Date: ___________________________ ____________________________
Director's Signature
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